Annual Financial Report

CHELVERTON GROWTH TRUST PLC FINAL RESULTS FOR THE YEAR ENDED 31 AUGUST 2012 The full Annual Report and Accounts can be accessed via the Company's website at www.chelvertonam.com or by contacting the Company Secretary on telephone 01392 412122. Investment objective The Company's objective is to provide capital growth through investment in companies listed on the Official List and traded on the Alternative Investment Market with a market capitalisation at the time of investment of up to £50 million, which are believed to be at a "point of change". The Company will also invest in unquoted investments where it is believed that there is a likelihood of the shares becoming listed or traded on the Alternative Investment Market or the investee company being sold. Its investment objective is to increase net asset value per share at a higher rate than other quoted smaller company trusts and the MSCI Small Cap UK Index. It is the Company's policy not to invest in any listed investment companies (including listed investment trusts). Company summary Benchmark MSCI Small Cap UK Index Investment Manager Chelverton Asset Management Limited Total net assets £4,212,000 as at 31 August 2012 Market capitalisation £3,209,000 as at 31 August 2012 Capital structure 11,784,283 Ordinary 1p shares carrying one vote each. In addition there are 100,000 Ordinary 1p shares held in Treasury. Performance statistics Year ended Year ended 31 August 31 August 2012 2011 % change Net assets £4,212,000 £4,049,000 4.03 Net asset value per share 35.74p 30.60p 16.80 ("NAV") MSCI Small Cap UK Index 230.262 201.584 14.23 Share price 27.00p 22.00p 22.73 Discount to net asset 24.45% 28.10% value Revenue loss after £(21,000) £(69,000) taxation Revenue loss per share (0.17)p (0.50)p Capital gain per share 4.97p 6.42p Chairman's statement I am pleased to announce another year of good progress in which Chelverton's net asset value per share has increased from 30.60p to 35.74p - an increase of 16.80%. The Board has recently switched to a new benchmark index, the MSCI Small Cap UK Index, and in the same period the MSCI Small Cap UK index rose by 14.23%. Since the year end the net asset value per share has marginally declined from 35.74p to 34.94p, a reduction of 2.24%. The year has been dominated by reports and newspaper reports on the state of the UK Economy. The phrase "doubledip" has moved firmly into mainstream language alongside "quantitative easing" and every minor change in employment levels and Gross Domestic Product ("GDP") is analysed and commented on with exaggerated fervour. When the impact of the Diamond Jubilee national holiday, by itself, was sufficient to determine whether the second quarter of 2012 was in recession or not, we may conclude that the economy is stable, neither growing nor declining by much. However, analysts believe that the economy will show growth in the second half of the year and given the portfolio is almost totally based on UK focussed businesses this should be helpful to the underlying performances of our companies. As inflation falls, and remains subdued, then individuals' real incomes will finally start to rise providing a welcome boost to the beleaguered High Street and a consequent positive effect on employment and GDP. In addition once the gradual cutting in government spending appears and some limited growth is finally evidenced then there may be scope for specific direct investment with the focus being on infrastructure development. Within our investment portfolio the companies have generally made further progress over the past year either by growing profits, or continuing to reduce debt or by putting in place trading arrangements that will produce benefit in the future. Given the continued increase in the net asset value and with no bank debt the Board again feels that it is in the best interest of all shareholders to proceed with a tender offer again this year. It remains our intention to repeat this process each year so long as circumstances warrant it. George Stevens Chairman 6 November 2012 Investment Manager's overview As time passes, the "tin can" that is the Euro and the Euro sovereign debt crisis gets kicked further down the road. Whilst none of the fundamentals have changed significantly from last year people have learnt to live with the status quo. There is, we believe, a tacit acceptance that Greece will have to default at some point in the future and the European banking system continues to deleverage and to make provision against sovereign debt. The situation, whilst not getting better, is very gradually becoming more manageable. It is to be hoped that the extensive rhetoric from this government about being "enterprise friendly" will actually manifest itself in actions to support and help UK companies. Whether by removing red-tape, cutting taxes on employment or ensuring that any one of the numerous government backed and led initiatives finally delivers its objectives. It is essential that confidence for UK companies, and small companies in particular, starts to increase such that they feel able to start investing. For much of this year, we have been puzzled by the reports from almost all of the companies we are invested in, and the numerous companies that we meet incidental to this, that trading is gently improving as compared to the official statistics which seem to indicate that UK PLC is going backwards. This dichotomy, compounded by the steadily reducing level of unemployment, seems to indicate that the "green shoots" of economic growth whilst maybe not currently evident are about to appear. To this end we have been investing in the portfolio and have introduced four new companies in the past six months and are looking at a number of other opportunities. Portfolio review The year has essentially been one of reducing our shareholding in the largest investment, IDOX, in order to make four new investments, and to fund the tender offer approved by shareholders in 2011. The new investments made were: Transflex Vehicle Rental - a start-up van leasing business which was profitable as planned after four months of operation; Metalrax Group - an undervalued recovery story in specialist engineering; Lombard Risk Management - a company involved in industry-leading global risk management and regulatory compliance solutions; and finally Anaxsys Technology - a medical device company that develops and markets innovative respiratory devices that meet clinical needs. In addition, a further investment was made in CEPS to support the purchase of a profitable, cash generative business operating in a niche market. Currently Titan Europe has "succumbed" to an all share offer from Titan Inc, its largest shareholder, at a price which we find very disappointing. In addition, in a similar style Petards Group is in discussions with Water Hall plc a 29.9% shareholder as to whether they will make a bid for the balance that they do not own. Security Research Group (previously called PSG Solutions) announced another small tender offer at 225p, against a current share price of 112p. This company has some very interesting products which it is now looking to market beyond the UK. We have maintained the valuations of our unquoted investments at the same level as last year but feel that there may be scope to revalue these in the near future as all of them are working hard to create bigger, stronger, more valuable businesses. Outlook As further value is created in IDOX we would expect to continue to trim the holding to a more balanced level and reinvest the proceeds in undervalued companies in the portfolio and new opportunities. As ever we will continue to look to realise funds from holdings when their valuations are more reflective of medium term prospects and to reinvest into other stocks that remain substantially undervalued. David Horner Chelverton Asset Management Limited 6 November 2012 Portfolio review as at 31 August 2012 Investment Sector Valuation % of £'000 total AIM traded Alliance Pharma Pharmaceuticals & 223 5.7 Biotechnology Acquisition of the manufacturing, sales and distribution rights to pharmaceutical products Belgravium Technologies Technology Hardware & 350 9.0 Equipment Software systems for warehousing and distribution CEPS Support Services 227 5.8 Production and supply of components for the footwear industry; personal protection equipment; production of printed lycra fabric; and services to the direct mail industry Datong Electronics Electronic & Electrical 64 1.6 Equipment Develops, manages and supplies covert tracking and surveillance systems IDOX Software & Computer 1,057 27.3 Services Software company specialising in the development of products for document and information management Lombard Risk Management Software & Computer 116 3.0 Services Lombard Risk is one of the world's leading providers of collateral management, liquidity analysis & regulatory compliance software to financial organisations LPA Group Electronic & Electrical 214 5.5 Equipment Design, manufacture and marketing of industrial electrical accessories Metalrax Group Industrial Engineering 130 3.4 Specialist engineered products and consumer durables MTI Wireless Edge Technology Hardware & 37 1.0 Equipment Developer and manufacturer of sophisticated antennas and antenna systems Northbridge Industrial Industrial Engineering 131 3.4 Services Consolidation vehicle for specialist industrial services Petards Group Support Services 14 0.4 Development, provision and maintenance of advanced security systems and related services Richoux Group Travel & Leisure 47 1.2 Owner and operator of Richoux Restaurants Sanderson Group Software & Computer 105 2.7 Services Provides software and IT services Security Research Group Support Services 149 3.8 Leading provider of Local Authority residential property searches; provision of packaging solutions and technical surveillance countermeasures components Titan Europe Industrial Engineering 118 3.0 Manufacture of big wheels for construction, mining and agricultural vehicles Tristel Health Care Equipment & 124 3.2 Services Healthcare business specialising in infection control in hospitals Universe Group Support Services 14 0.4 Provision of credit card fraud prevention system, loyalty systems and retail systems Delisted One Horizon Group Mobile Telecommunications 59 1.5 Provider of mobile satellite communications equipment and airtime Unquoted Closed Loop Recycling Support Services Loanstock 0 0.0 Ordinary B shares 0 0.0 Operation of a plastic recycling plant Parmenion Capital Partners Support Services 398 10.3 LLP Provides fund-based discretionary fund management services to Independent Financial Advisors Anaxsys Technology Health Care Equipment & 200 5.2 Services A medical device company for patient monitoring and screening Transflex Vehicle Rental Support Services 100 2.6 Light commercial vehicle rental business Portfolio valuation 3,877 100.0 Portfolio holdings 31 August 2012 31 August 2011 Investment Valuation % of Valuation % of £'000 total £'000 total IDOX 1,057 27.3 1,153 28.4 Parmenion Capital Partners LLP 398 10.3 436 10.8 Belgravium Technologies 350 9.0 312 7.7 CEPS 227 5.8 260 6.4 Alliance Pharma 223 5.7 264 6.5 LPA Group 214 5.5 78 1.9 Anaxsys Technology 200 5.2 0 0.0 Security Research Group 149 3.8 114 2.8 Northbridge Industrial Services 131 3.4 132 3.3 Metalrax Group 130 3.4 0 0.0 Tristel 124 3.2 160 3.9 Titan Europe 118 3.0 124 3.1 Lombard Risk Management 116 3.0 0 0.0 Sanderson Group 105 2.7 99 2.4 Transflex Vehicle Rental 100 2.6 0 0.0 Datong Electronics 64 1.6 62 1.5 One Horizon Group 59 1.5 32 0.8 Richoux Group 47 1.2 49 1.2 MTI Wireless Edge 37 1.0 60 1.5 Petards Group 14 0.4 11 0.3 Universe Group 14 0.4 10 0.2 Total 3,877 100 3,356 82.7 Portfolio breakdown by sector and by index Portfolio by Sector Percentage Software and Computer Services 33.0% Support Services 23.3% Technology Hardware & 10.0% Equipment Industrial Engineering 9.8% Health Care Equipment & 8.4% Services Electronic & Electrical 7.1% Equipment Pharmaceutical & Biotechnology 5.7% Mobile Telecommunications 1.5% Travel & Leisure 1.2% Portfolio by Index Percentage AIM 80.4% Unquoted 18.1% Delisted 1.5% Directors (all non-executive) George Stevens (Chairman)* Kevin Allen* David Horner * independent Extracts from the Report of the Directors Status, objective and review The principal activity of the Company is to carry on business as an investment trust. The Company has been granted approval from HM Revenue & Customs ('HMRC') as an authorised investment trust under Section 1158 of the Corporation Tax Act 2010 for the year ended 31 August 2011. The Directors are of the opinion that the Company has conducted its affairs for the year ended 31 August 2012 so as to be able to continue to obtain approval as an authorised investment trust under Section 1158 of the Corporation Tax Act 2010. The Company is an investment company as defined in Section 833 of the Companies Act 2006. New regulations for obtaining and retaining investment trust status have been published by HMRC and came into force on 1 January 2012. An application for approval as an investment trust must be made within 90 days after the end of the first accounting period of the Company following implementation of the new regime. The first accounting period affected by the new regulations is the year ending 31 August 2013 and therefore application must be made by 29 November 2013. If the application is accepted, the Company will be treated as an investment trust company for that period and for each subsequent accounting period, subject to there being no subsequent serious breaches of the regulations. Investment objective The Company's objective is to provide capital growth through investment in companies listed on the Official List and traded on the Alternative Investment Market with a market capitalisation at the time of investment of up to £50 million, which are believed to be at a "point of change". The Company will also invest in unquoted investments where it is believed that there is a likelihood of the shares becoming listed or traded on the Alternative Investment Market or the investee company being sold. Its investment objective is also to increase net asset value per share at a higher rate than other quoted smaller company trusts and the MSCI Small Cap UK Index. Investment policy The Company invests principally in securities of publicly quoted UK companies, though it may invest in unquoted securities. The concentrated UK portfolio comprises between 20 to 35 securities. The performance of the Company's investments is compared to the MSCI Small Cap UK Index. The Company will also invest in unquoted investments where it is believed that there is a likelihood of the shares becoming listed or traded on the Alternative Investment Market or the investee company being sold. It is the Company's policy not to invest in any listed investment companies or listed investment trusts. To comply with Listing Rules the Company's investment policy is detailed above and should be read in conjunction with the subsequent sections entitled investment strategy and the performance analysis. It is intended from time to time, when deemed appropriate, that the Company will borrow for investment purposes. The Company, however, does not currently have any borrowing facilities. The investment objective and policy stated are intended to distinguish the Company from other investment vehicles which have relatively narrow investment objectives and which are constrained in their decision making and asset allocation. The investment objective and policy allow the Company to be constrained in its investment selection only by valuation and to be pragmatic in portfolio construction by only investing in securities which the Investment Manager considers to be undervalued on an absolute basis. Portfolio risk is managed by investing in a diversified spread of investments. Investment strategy Investments are selected for the portfolio only after extensive research which the Investment Manager believes to be key. The whole process through which equity must pass in order to be included in the portfolio is very rigorous. Only a security where the Investment Manager believes that the price will be significantly higher in the future will pass the selection process. The Investment Manager believes the key to successful stock selection is to identify the long-term value of a company's shares and to have the patience to hold the shares until that value is appreciated by other investors. Identifying long-term value involves detailed analysis of a company's earning prospects over a five year time horizon. The Company's Investment Manager is Chelverton Asset Management Limited, an independent investment manager focusing exclusively on achieving returns for investors based on UK investment analysis of the highest quality. The founders and employee owners of Chelverton include experienced investment professionals with strong investment performance records who believe rigorous fundamental research allied to patience is the basis of long term investment success. The Chairman's statement and the Investment Manager's overview give details of the Company's activities during the year under review. Performance analysis using key performance indicators At each Board meeting, the Directors consider a number of performance measures to assess the Company's success in achieving its objectives, for example: the NAV, the movement in the Company share price, the discount of the share price in relation to the NAV and the ongoing charges. The Company's income statement is set out below. The movement of the NAV is compared to the MSCI Small Cap UK Index, the Company's benchmark. The NAV per Ordinary share at 31 August 2012 was 35.74p (2011: 30.60p). The Company's share price at the year end was 27.00p (2011: 22.00p). Principal risks The Board considers the following to be the principal risks facing the Company. Mitigation of these risks is sought and achieved in a number of ways: Market risk The Company is exposed to market risk due to fluctuations in the market prices of its investments. The Investment Manager actively monitors economic and company performance and reports regularly to the Board on a formal and informal basis. The Board formally meets with the Investment Manager quarterly when portfolio transactions and performance are reviewed. The Management Engagement Committee meets as required to review the performance of the Investment Manager. Further details regarding the Company's various Committees and their duties are given in the statement on corporate governance. The Company is substantially dependent on the services of the Investment Manager's investment team for the implementation of its investment policy. The Company may hold a proportion of the portfolio in cash or cash equivalent investments from time to time. Whilst during positive stock market movements the portfolio may forego notional gains, during negative market movements this may provide protection. Discount volatility As with many investment trust companies, discounts can significantly fluctuate. The Board recognises that it is in the long-term interests of shareholders to reduce discount volatility and believes that the prime driver of discounts over the longer term is performance. The Board does not intend to adopt a precise discount target at which shares will be bought back. However Ordinary shares will not be bought back for cancellation or into Treasury at a discount to NAV of less than 7.5%. Regulatory risks Relevant legislation and regulations which apply to the Company include the Companies Act 2006, the Corporation Tax Act 2010 ("CTA") and the Listing Rules of the Financial Services Authority ("FSA"). The Company has noted the recommendations of the UK Corporate Governance Code and its statement of compliance appears on page 17 of the 2012 Annual Report and Accounts. A breach of the CTA could result in the Company losing its status as an investment company and becoming subject to capital gains tax, whilst a breach of the Listing Rules might result in censure by the FSA. At each Board meeting the status of the Company is considered and discussed, so as to ensure that all regulations are being adhered to by the Company and its service providers. The Board is not aware of any breaches of laws or regulations during the period under review and up to the date of this report. Financial risk The financial situation of the Company is reviewed in detail at each Board meeting. The content of the Company's annual report and accounts is monitored and approved both by the Board and the Audit Committee. Inappropriate accounting policies or failure to comply with current or new accounting standards may lead to a breach of regulations. Liquidity risk The Board monitors the liquidity of the portfolio at each Board meeting and regularly reviews the investments with the Investment Manager. A more detailed explanation of the investment management risks facing the Company are given in note 18 to the accounts. Financial instruments As part of its normal operations, the Company holds financial assets and financial liabilities. Full details of the role of financial instruments in the Company's operations are set out in note 18 to the accounts. Current and future developments A review of the main features of the year is contained in the Chairman's statement and the Investment Manager's overview above. The marketing and promotion of the Company will continue to involve the Board, led by the Investment Manager, with a proactive communications programme either directly or through its website, with existing and potential new shareholders and other external parties. The Directors are seeking to renew the appropriate powers at the next Annual General Meeting to enable the issue and purchase of its own shares, when it is in the interests of shareholders as a whole. Social, environmental and employee issues The Company does not have any employees and the Board consists entirely of non-executive directors. As the Company is an investment trust, which invests in other companies, it has no direct impact on the community or the environment, and as such has no policies in this area. Results and dividend The results for the year and the proposed transfer from revenue reserves are set out in the income statement. The Directors do not recommend the payment of a dividend for the year. Share Capital On 28 December 2011 the Company announced the result of the tender offer and buyback offer issued to shareholders on 28 November 2011. Under the tender offer, 1,323,334 Ordinary shares were repurchased for cancellation on 23 January 2012. On the same date, under the buyback offer, 25,727 Ordinary shares were purchased for cancellation. On 31 May 2012 the Company purchased 100,000 Ordinary shares, representing 0.84% of the shares in issue at 26p each for placing in Treasury. At the year end and as at the date of this report there were 11,784,283 Ordinary 1p shares in issue each carrying one vote in the event of a poll and 100,000 Ordinary 1p shares in Treasury representing 0.84% of the shares in issue. Management and administration agreements The Company's investments are managed by Chelverton Asset Management Limited ("CAM") under an agreement dated 28 June 2001. As previously stated above, Mr Horner is a director of CAM. The Company pays CAM, in respect of its services as Investment Manager, a monthly fee (exclusive of VAT) payable in arrears as follows: (i) for the first £15 million of funds under management at the rate of 1/12 % per month of the gross value of funds under management ("the Value"); (ii) for the next £15 million of funds under management, at the rate of 1/16 % per month of the amount by which the Value exceeds £15 million; and (iii) for funds under management above £30 million, at the rate of 1/24 % per month. The appointment of CAM as Investment Manager may be terminated by either party giving to the other not less than twelve months' notice of such termination. There are no specific provisions contained within the Investment Management Agreement relating to the compensation payable in the event of termination of the agreement other than entitlement to fees, which would be payable within any notice period. Under an agreement dated 26 June 2001, company secretarial services and the general administration of the Company are undertaken by Capita Sinclair Henderson Limited ("CSH") for an annual fee in 2012 of £49,565. Notice has been served on CSH and John Girdlestone is to be appointed with effect from 1 January 2013. Appointment of Chelverton Asset Management ("CAM") as the Investment Manager The Board, excluding Mr Horner, continually reviews the performance of the Investment Manager. In the opinion of the independent Directors the continuing appointment of CAM, as Investment Manager, on the terms outlined in the Investment Management Agreement dated 28 June 2001 and amended on 1 December 2006, is in the best interests of the shareholders as a whole. The reason for this view is that the investment performance of the Company is satisfactory having regard to the exceptional circumstances of the past couple of years. Further, the Board is satisfied that CAM has the required skill and expertise to continue to manage the Company's portfolio and charges fees that are reasonable when compared with those of similar investment trusts. On behalf of the Board George Stevens Chairman 6 November 2012 Statement of Directors' responsibilities in respect of the financial Statements The Directors are responsible for preparing the Annual Report and the financial statements and have elected to prepare them in accordance with applicable United Kingdom law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). 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 its profit or loss for that period. In preparing the financial statements, the Directors are required to: ● select suitable accounting policies and then apply them consistently; ● make judgements and estimates that are reasonable and prudent; ● present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; and ● 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. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and 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. Under applicable law and regulations, the Directors are also responsible for preparing a Report of Directors, Directors' remuneration report and statement on corporate governance. The Directors, to the best of their knowledge, state that: • the financial statements, prepared in accordance with UK Generally Accepted Accounting Practice, give a true and fair view of the assets, liabilities, financial position and net return of the Company; and • the Chairman's statement, Investment Manager's overview and Report of the Directors include a fair review of the development and performance of the business and the position of the Company together with a description of the principal risks and uncertainties that it faces. The Directors are responsible for the maintenance and integrity of the corporate and financial information related to the Company including on the website of the Investment Manager www.chelvertonam.com. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. On behalf of the Board George Stevens Chairman 6 November 2012 NON-STATUTORY ACCOUNTS The financial information set out below does not constitute the Company's statutory accounts for the years ended 31 August 2012 and 2011 but is derived from those accounts. Statutory accounts for 2011 have been delivered to the registrar of companies, and those for 2012 will be delivered in due course. The auditors have reported on those accounts; their report was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (ii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006. The text of the Auditor's report can be found in the Company's full Annual Report and Accounts on the Investment Manager's website: www.chelvertonam.com. Income statement for the year ended 31 August 2012 2012 2011 Note Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 Gains on investments 7 - 647 647 - 913 913 at fair value Income 2 77 - 77 77 - 77 Investment management 3 (10) (31) (41) (10) (31) (41) fee Refund of VAT on 4 40 - 40 - - - administration and secretarial fees Other expenses 4 (128) - (128) (136) - (136) Net return on (21) 616 595 (69) 882 813 ordinary activities before taxation Taxation on ordinary 5 - - - - - - activities Net return on (21) 616 595 (69) 882 813 ordinary activities after taxation Revenue Capital Total Revenue Capital Total pence pence pence pence pence pence Return per Ordinary 6 (0.17) 4.97 4.80 (0.50) 6.42 5.92 share The total column of this statement is the profit and loss account of the Company. All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year. A separate statement of total recognised gains and losses has not been prepared as all such gains and losses are included in the income statement. The notes below form part of these accounts. Reconciliation of movements in shareholders' funds for the year ended 31 August 2012 Called Share Capital Revenue up share premium Capital redemption Revenue capital account reserve reserve reserve Total £'000 £'000 £'000 £'000 £'000 £'000 Year ended 31 August 2012 1 September 2011 132 2,674 (1,857) 57 3,043 4,049 Cost of shares purchased (13) - - 13 (406) (406) for cancellation under tender offer and buyback offer Cost of shares purchased - - - - (26) (26) for Treasury Net return after taxation - - 616 - (21) 595 for the year 31 August 2012 119 2,674 (1,241) 70 2,590 4,212 Year ended 31 August 2011 1 September 2010 149 2,674 (2,739) 40 3,506 3,630 Cost of shares purchased (15) - - 15 (394) (394) for cancellation under tender offer Shares cancelled from (2) - - 2 - - Treasury Net return after taxation - - 882 - (69) 813 for the year 31 August 2011 132 2,674 (1,857) 57 3,043 4,049 The notes below form part of these accounts. Balance sheet as at 31 August 2012 Note 2012 2011 £'000 £'000 Fixed assets Investments at fair value 7 3,877 4,055 Current assets Debtors 9 9 9 Cash at bank 364 30 373 39 Creditors - amounts falling due 10 (38) (45) within one year Net current assets/(liabilities) 335 (6) Net assets 4,212 4,049 Share capital and reserves Called up share capital 11 119 132 Share premium account 12 2,674 2,674 Capital reserve 12 (1,241) (1,857) Capital redemption reserve 12 70 57 Revenue reserve 12 2,590 3,043 Equity shareholders' funds 4,212 4,049 Net asset value per Ordinary share 16 35.74p 30.60p The notes below form part of these accounts. These accounts were approved by the Board of Directors of Chelverton Growth Trust PLC and authorised for issue on 6 November 2012. They were signed on its behalf by George Stevens Chairman Statement of cash flows for the year ended 31 August 2012 Note 2012 2011 £'000 £'000 Operating activities Investment income received 71 76 Interest income received 6 - Investment management fees paid (41) (41) Administration and secretarial fees paid (49) (46) Refund of VAT paid on administration and 40 - secretarial fees Other cash payments (86) (92) Net cash outflow from operating 13 (59) (103) activities Investing activities Purchases of investments (714) (156) Sales of investments 1,539 597 Net cash inflow from investing 825 441 activities Financing Cost of shares purchased for Treasury (26) - Cost of shares purchased for (406) (394) cancellation under tender offer and buyback offer Net cash outflow from financing (432) (394) activities Increase/(decrease) in cash 15 334 (56) The notes below form part of these accounts. Notes to the accounts as at 31 August 2012 1 ACCOUNTING POLICIES Accounting convention The accounts are prepared in accordance with UK Generally Accepted Accounting Practice ("UK GAAP") and with the AIC Statement of Recommended Practice ("SORP") issued in January 2009, regarding the Financial Statements of Investment Trust Companies and Venture Capital Trusts. All the Company's activities are continuing. Income recognition Dividends receivable on quoted equity shares are included as revenue when the investments concerned are quoted 'ex-dividend'. UK dividends are disclosed excluding the associated tax credit. Dividends receivable on equity and non-equity shares where no ex-dividend date is quoted are brought into account when the Company's right to receive payment is established. All other income is included on an accruals basis. Expenses All expenses are accounted for on an accruals basis and charged through the revenue account in the income statement except as follows: ● expenses which are incidental to the acquisition or disposal of an investment are treated as capital and separately identified and disclosed (see note 7); ● management fees and bank interest have been allocated 75% to capital reserve and 25% to revenue reserve in the income statement, being in line with the Board's expected long-term split of returns, in the form of capital gains and income respectively, from the investment portfolio of the Company. Investments All investments held by the Company are classified as 'fair value through profit or loss'. Investments are initially recognised at cost, being the fair value of the consideration given. After initial recognition investments are measured at fair value, with changes in the fair value of investments and impairment of investments recognised in the income statement and allocated to capital. Realised gains and losses on investments sold are calculated as the difference between sales proceeds and cost. Investments are recognised and derecognised on the trade date where a purchase or sale is under a contract whose terms require delivery within the timeframe established by the market concerned, and are initially measured at fair value. For investments actively traded in organised financial markets, fair value is generally determined by reference to Stock Exchange quoted market bid prices at the close of business on the balance sheet date, without adjustment for transaction costs necessary to realise the asset. For investments that are not actively traded in organised financial markets, the investments are valued at the Directors' estimate of its net realisable value being their estimate of fair value. Generally, fair value will be at cost or, where applicable, at the most recent transaction price. In the case of direct investments in unquoted companies the following valuation technique is applied. Initial valuation is based on the transaction price. Where better indications of fair value become available, such as through subsequent issues of capital or dealings between third parties, the valuation is adjusted to reflect the new evidence. This represents the Directors' view of the amount for which an asset could be exchanged between knowledgeable willing parties in an arm's length transaction. Capital reserve The following are accounted for in this reserve: ● gains and losses on the realisation of investments; ● net movement arising from changes in the fair value of investments that can be readily converted to cash without accepting adverse terms; ● realised exchange differences of a capital nature; ● expenses, together with related taxation effect, charged to this account in accordance with the above policies; and ● net movement arising from the changes in the fair value of investments that cannot be readily converted to cash without accepting adverse terms, held at the year end. Taxation The charge for taxation, where relevant, is based on the revenue before taxation for the year. Tax deferred or accelerated can arise due to timing differences between the treatment of certain items for accounting and taxation purposes. Full provision is made for deferred taxation under the liability method, on all timing differences not reversed by the balance sheet date, in accordance with FRS 19: Deferred tax. The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue on the same basis as the particular item to which it relates, using the Company's effective rate of tax for the accounting period. 2 INCOME 2012 2011 £'000 £'000 Income from investments Income from LLP investments 10 - UK net dividend income 61 77 71 77 Other income Interest on VAT refund (see note 4) 6 - Total income 77 77 Total income comprises: Other income 10 - Dividends 61 77 Interest 6 - 77 77 3 INVESTMENT MANAGEMENT FEE 2012 2011 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 Investment management 10 31 41 10 31 41 fee 10 31 41 10 31 41 The investment management fee is calculated at the rate of 1/12% per month of the gross value of funds under management and is payable monthly in arrears. At 31 August 2012 there was £3,000 outstanding (2011: £3,000). 4 OTHER EXPENSES 2012 2011 Revenue Revenue £'000 £'000 Administrative and secretarial 49 47 services Directors' remuneration 34 38 Auditors' remuneration: audit services 13 13 Other expenses 32 38 Refund of VAT on secretarial fees (40) - 88 136 J.P. Morgan Claverhouse ('Claverhouse') brought a case against HMRC to challenge the VAT charged on fund management services paid by investment companies. In June 2007, the case was upheld but the European Court of Justice concluding that fund management services paid by investment companies be exempt from VAT. In 2010, protective claims were submitted to HMRC by the Company to request a repayment of VAT charged to investment companies on administration and secretarial services and as a result, in March 2012, the Company received a repayment of VAT totalling £40,000 together with subsequent interest of £6,000 which have been included within the revenue column of the income statement and within 'Interest' in note 2 and `Other expenses' within note 4. 5 TAXATION 2012 2012 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 Analysis of charge in period Current tax - - - - - - Factors affecting current tax charge for the period The tax assessed for the period is lower than the standard rate of corporation tax in the UK of 26% to 31 March 2012 and 24% from 1 April 2012. The differences are explained below: 2012 2011 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 (Loss)/profit on (21) 616 595 (69) 882 813 ordinary activities before taxation Theoretical tax at (5) 155 150 (19) 240 221 UK corporation tax rate of 25.17% (2011: 27.17%) UK dividend income (14) - (14) (21) - (21) not taxable Non-taxable - (163) (163) - (248) (248) investment gains Excess expenses for 19 8 27 40 8 48 the period Current tax charge - - - - - - for the period At 31 August 2012 the Company had surplus management expenses of £3,419,000 (2011: £3,312,000) which have not been recognised as a deferred tax asset. This is because the Company is not expected to generate taxable income in a future period in excess of the deductible expenses of that future period and, accordingly, it is unlikely that the Company will be able to reduce future tax liabilities through the use of existing surplus expenses. Due to the Company's status as an investment trust and the intention to continue meeting the conditions required to obtain approval as an investment trust in the foreseeable future, the Company has not provided for deferred tax on any gains and losses arising on the revaluation or disposal of investments. 6 RETURN PER ORDINARY SHARE 2012 2011 Revenue Capital Total Revenue Capital Total pence pence pence pence pence pence Basic (0.17) 4.97 4.80 (0.50) 6.42 5.92 Revenue return per Ordinary share is based on the net revenue loss on ordinary activities after taxation attributable of £21,000 (2011: £69,000) and on 12,389,652 (2010: 13,742,414) Ordinary shares, being the weighted average number of Ordinary shares in issue less treasury shares during the year. Capital return per Ordinary share is based on the net capital gain of £616,000 (2011: £882,000) and on 12,389,652 (2011: 13,742,414) Ordinary shares, being the weighted average number of Ordinary shares in issue less treasury shares during the year. Total return per Ordinary share is based on the total gain of £595,000 (2011: £813,000) and on 12,389,652 (2011: 13,742,414) Ordinary shares, being the weighted average number of Ordinary shares in issue less treasury shares during the year. 7 INVESTMENTS 2012 2011 £'000 £'000 Delisted 59 43 AIM 3,120 3,576 Unquoted 698 436 3,877 4,055 AIM Delisted Unquoted* Total £'000 £'000 £'000 £'000 Opening book cost 4,063 556 451 5,070 Opening investment (487) (513) (15) (1,015) holding losses 3,576 43 436 4,055 Movements in the year: Purchases at cost 414 - 300 714 Sales: Proceeds (1,525) (14) - (1,539) Gains/(losses) on sales 564 (376) - 188 Movement in investment 91 406 (38) 459 holding losses Closing valuation 3,120 59 698 3,877 Closing book cost 3,516 166 751 4,433 Closing investment (396) (107) (53) (556) holding losses Closing valuation 3,120 59 698 3,877 2012 2011 £'000 £'000 Realised gains/(losses) on 188 (1,740) sales Movement in fair value of 459 2,653 investments Net gains on investments 647 913 All quoted investments are made up of equity shares * Unquoted investments are valued at the Directors' estimate of their net realisable value, being their estimate of fair value. Analysis of movements in unquoted investments Valuation Valuation Cost at at Cost at at 31 31 Movement 31 31 August August Realised in fair August August 2012 2012 in year value 2011 2011 Investment £'000 £'000 £'000 £'000 £'000 £'000 Anaxsys Technology 200 200 - - - - Closed Loop Recycling Loan Stock 252 - - - 252 - Ordinary B shares 84 - - - 84 - Parmenion Capital 115 398 - (38) 115 436 Partners LLP Transflex Vehicle 100 100 - - - - Rental 751 698 - (38) 451 436 Transaction costs During the year, the Company incurred transaction costs of £2,034 (2011: £1,534) and £4,187 (2011: £301) on purchases and sales of investments, respectively. These amounts are included in `Gains on investments at fair value' as disclosed in the income statement. Details of material holdings in unquoted investments Cost Valuation Cost Valuation at at at at Last 31 31 31 31 accounts Pre tax August August August August period Net (loss)/ 2012 2012 2011 2011 end assets Turnover profit £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Investment Anaxsys 200 200 - - 31/01/2012 9 8 (1,362) Technology Parmenion 115 398 115 436 31/03/2012 777 2,249 251 Capital Partners LLP ** Transflex 100 100 - - * - - - Vehicle Rental * Transflex Vehicle Rental is a new start up so no historical accounts exist. Its first year end will be 31 December 2012. A full listing of portfolio holdings is included in the portfolio review above. 8 SIGNIFICANT INTERESTS At 31 August 2012 the Company had a holding of 3% or more of the issued class of share that is material in the context of the accounts in the following investments: Number of Percentage of shares issued share Issued share Security held capital capital CEPS, Ord 5p 1,750,000 16.182 10,814,310 Anaxsys Technology 5,000 9.371 53,358 Transflex Vehicle 100,000 8.000 1,250,000 Rental Belgravium 5,000,000 4.954 100,936,547 Technologies, Ord 5p In addition to the above, the Company has a 5.526% interest in the capital and profits of Parmenion Capital Partners LLP. 9 DEBTORS - amounts falling due within one year 2012 2011 £'000 £'000 Prepayments and other 9 9 debtors 9 9 10 CREDITORS - amounts falling due within one year 2012 2011 £'000 £'000 Accruals and other 38 45 creditors 38 45 11 CALLED UP SHARE CAPITAL 2012 2011 £'000 £'000 Allotted, called up and fully paid: 11,884,283 (2011: 13,233,344) Ordinary shares 119 132 of 1p each There were 100,000 (2011: nil) shares held in Treasury at the date of this report. The shares were purchased on 31 May 2012 at a cost of £26,000 and that amount has been deducted from distributable reserves. A tender offer to purchase up to 10 per cent of the Company's issued share capital and a subsequent invitation to certain minority shareholder to offer their shares for buyback to the Company was announced on 28 November 2011. Pursuant to the tender offer and buyback offer 1,323,334 and 25,727 Ordinary shares were repurchased for cancellation on 23 January 2012. Duration of Company At the annual general meeting of the Company falling in the calendar year 2014 and, if the Company has not then been liquidated, unitised or reconstructed, at each fifth annual general meeting of the Company convened by the Board thereafter, the Board shall propose an ordinary resolution that the Company should continue as an investment trust for a further five year period. If any such ordinary resolution is not passed, the Board shall draw up proposals for the voluntary liquidation, unitisation or other reorganisation of the Company for submission to the Members of the Company at a general meeting to be convened by the Board for a date not more than three months after the date of the meeting at which such ordinary resolution was not passed. The Board shall ensure that such proposals for the liquidation, unitisation or reconstruction of the Company as are approved by special resolution are implemented as soon as is reasonably practicable after the passing of such resolution. 12 RESERVES Capital Share Capital redemption Revenue premium reserve reserve reserve Year ended 31 August 2012 £'000 £'000 £'000 £'000 At 1 September 2011 2,674 (1,857) 57 3,043 Net gains on realisation of - 188 - - investments Movement in fair value of - 459 - - investments Cost of shares purchased for - - - (406) cancellation under tender offer and buyback offer Shares cancelled - - 13 - Cost of shares purchased for - - - (26) Treasury Costs charged to capital - (31) - - Retained net loss for the - - - (21) year At 31 August 2012 2,674 (1,241) 70 2,590 Capital Share Capital redemption Revenue premium reserve reserve reserve Year ended 31 August 2011 £'000 £'000 £'000 £'000 At 1 September 2010 2,674 (2,739) 40 3,506 Net losses on realisation of - (1,740) - - investments Movement in fair value of - - investments Cost of share purchased for - - - (394) cancellation under tender offer Shares cancelled - - 17 - Costs charged to capital - (31) - - Retained net loss for the - - - (69) year At 31 August 2011 2,674 (1,857) 57 3,043 13 RECONCILIATION OF NET return BEFORE FINANCECOSTS AND TAXATION TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES 2012 2011 £'000 £'000 Net return before finance costs and 595 813 taxation Net capital return before finance costs (616) (882) Expenses charged to capital (31) (31) Decrease in creditors and accruals (7) - Increase in prepayments and accrued income - (3) (59) (103) 14 RECONCILIATION OF NET CASH FLOW TO NET CASH 2012 2011 £'000 £'000 Net cash at 1 September 30 86 Net cash inflow/(outflow) 334 (56) Net cash at 31 August 364 30 15 ANALYSIS OF CHANGES IN NET CASH At At 31 August Cash 31 August 2011 flows 2012 £'000 £'000 £'000 Cash at bank 30 334 364 30 334 364 16 NET ASSET VALUE PER ORDINARY SHARE The basic net asset value per Ordinary share is based on net assets of £4,212,000 (2011: £4,049,000 and on 11,784,283 (2011: 13,233,344) Ordinary shares, being the number of shares in issue at the year end, less Treasury shares. 17 CAPITAL COMMITMENTS AND CONTINGENT LIABILITIES At 31 August 2012 there were no capital commitments or contingent liabilities (2011: £nil). 18 ANALYSIS OF FINANCIAL ASSETS AND LIABILITIES The Company's financial instruments comprise securities and other investments, cash balances and debtors and creditors that arise from its operations, for example, in respect of sales and purchases awaiting settlement and debtors for accrued income. The Company primarily invests in companies traded on AIM with a market capitalisation at the time of investment of up to £50 million. The Company finances its operations through its issued capital and existing reserves. In following its investment objective, the Company is exposed to a variety of risks that could result in a reduction in the Company's net assets. These risks are market risk (comprising exchange rate risk, interest rate risk and other price risk), credit risk and liquidity risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below: (i) Market risk - market price risk Market price risk arises mainly from uncertainty about future prices of financial investments used in the Company's business. It represents the potential loss the Company might suffer through holding market positions by way of price movements other than movements in exchange rates and interest rates. The Company's investment portfolio is exposed to market price fluctuations which are monitored by the Investment Manager who gives timely reports of relevant information to the Directors. Investment performance is also reviewed at each Board meeting. The Directors are conscious of the fact that the nature of AIM investments is such that prices can be volatile. Investors should be aware that the Company is exposed to a higher rate of risk than exists within a fund which holds traditional blue chip securities. Adherence to the investment objectives and the internal control limits on investments set by the Company mitigates the risk of excessive exposure to any one particular type of security or issuer. The Company's exposure to other changes in market prices at 31 August on its investments is as follows: 2012 2011 £'000 £'000 Fair value through profit or 3,877 4,055 loss investments A 20% decrease in the market value of investments at 31 August 2012 would have decreased net assets attributable to shareholders by £775,000 (2011: £811,000). An increase of the same percentage would have an equal but opposite effect on net assets available to shareholders. (ii) Market risk - exchange rate risk All of the Company's assets are in sterling and accordingly the only currency exposure the Company has is through the trading activities of its investee companies. (iii) Market risk - interest rate risk Changes in interest rates may cause fluctuations in the income and expenses of the Company. The majority of the Company's financial assets are non-interest bearing. As a result, the Company's financial assets are not subject to significant amounts of risk due to fluctuations in the prevailing levels of market interest rates. The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment decisions. The exposure at 31 August of financial assets and financial liabilities to interest rate risk is as follows: 2012 2011 £'000 £'000 Cash at bank 364 30 364 30 The effect of an interest rate increase of 1% would increase net revenue before taxation on an annualised basis by £3,640 (2011: £300). If there was a decrease in interest rates of 0.5% net revenue before taxation would decrease by £1,820 (2011: £150). These calculations are based on balances as at 31 August 2012 and may not be representative of the year as a whole. (iv) Credit risk Credit risk is the risk of financial loss to the Company if the contractual party to a financial instrument fails to meet its contractual obligations. The carrying amounts of financial assets best represent the maximum credit risk exposure at the balance sheet date. Bankruptcy or insolvency of the custodian may cause the Company's rights with respect to securities held with the custodian to be delayed. (v) Liquidity risk The majority of the Company's assets are AIM quoted securities, which under normal conditions can be sold to meet funding commitments if necessary. These may however be difficult to realise in adverse market conditions. The Company's unquoted investments , representing 18.1% of the portfolio, could be more difficult to realise as they are not a tradable instruments. (vi) Maturity Analysis of Financial Liabilities The Company's financial liabilities comprise of creditors as disclosed in note 10. All items are due within one year. (vii) Managing Capital The Company's capital management objectives are to increase net asset value per share at a higher rate rather other quoted smaller company trusts and the MSCI Small Cap UK Index. Primarily the Company finances its operations through its issued capital and existing reserves. At 31 August 2012 the Company had no borrowings. (viii) Fair values of financial assets and financial liabilities All of the financial assets and liabilities of the Company are held at fair value. (ix) Financial instruments by category The financial instruments of the Company fall into the following categories. 31 August 2012 Assets at fair value At through amortised Loans and profit cost receivables or loss Total £'000 £'000 £'000 £'000 Assets as per the Balance sheet Investments - - 3,877 3,877 Debtors - 9 - 9 Total - 9 3,877 3,886 Liabilities as per the Balance sheet Creditors 38 - - 38 38 - - 38 31 August 2011 Assets at fair value At through amortised Loans and profit cost receivables or loss Total £'000 £'000 £'000 £'000 Assets as per the Balance sheet Investments - - 4,055 4,055 Debtors - 9 - 9 Total - 9 4,055 4,064 Liabilities as per the Balance sheet Creditors 45 - - 45 45 - - 45 Fair value hierarchy In accordance with Financial Reporting Standard No.29: 'Financial Instruments: Disclosures', the Company must disclose the fair value hierarchy of financial instruments. The fair value hierarchy consists of the following three levels: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1). An active market is a market in which transactions for the asset or liability occur with sufficient frequency and volume on an ongoing basis such that quoted prices reflect prices at which an orderly transaction would take place between market participants at the measurement date. Quoted prices provided by external pricing services, brokers and vendors are included in level 1, if they reflect actual and regularly occurring market transactions on an arms length basis. Level 2 - Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). Level 2 inputs include the following: • quoted prices for similar (i.e. not identical) assets in active markets. • quoted prices for identical or similar assets or liabilities in markets that are not active. Characteristics of an inactive market include a significant decline in the volume and level of trading activity, the available prices vary significantly over time or among market participants or the prices are not current. • inputs other than quoted prices that are observable for the asset (for example, interest rates and yield curves observable at commonly quoted intervals). • inputs that are derived principally from, or corroborated by, observable market data by correlation or other means (market-corroborated inputs). Level 3 - Inputs for the asset or liability that are not based on observable market data (unobservable inputs) The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability. The determination of what constitutes 'observable' requires significant judgement by the Company. The Company considers observable data to be investments actively traded in organised financial markets, fair value is generally determined by reference to Stock Exchange quoted market bid prices (or last traded in respect of SETS) at the close of business on the balance sheet date, without adjustment for transaction costs necessary to realise the asset. Investments whose values are based on quoted market prices in active markets, and therefore classified within level 1, include active listed equities. The Company does not adjust the quoted price for these instruments. Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within level 2. Investments classified within level 3 have significant unobservable inputs. Level 3 instruments include unquoted holdings. As observable prices are not available for these securities, the Company has used valuation techniques to derive the fair value. The Company has no level 2 investments, and level 3 investments consist only of delisted/unquoted holdings. Financial assets at fair value through profit or loss At 31 August 2012 Level 1 Level 2 Level 3 Total £'000 £'000 £'000 £'000 Equity investments 3,120 - 757 3,877 Total 3,120 - 757 3,877 At 31 August 2011 Level 1 Level 2 Level 3 Total £'000 £'000 £'000 £'000 Equity investments 3,576 - 479 4,055 Total 3,576 - 479 4,055 The following table presents the movement in the level 3 investment for the period ended 31 August 2012: Equity investments £'000 Opening balance 479 Purchases 300 Sales proceeds: (14) Total losses included in gains on investments in the (8) income statement Closing balance 757 19 RELATED PARTY TRANSACTIONS Under the terms of the agreement dated 28 June 2001, the Company has appointed Chelverton Asset Management Limited to be the Investment Manager. The fee arrangements for these services and fees payable are set out in the Report of the Directors and in note 3 to the accounts. Mr Horner, a Director of the Company, is also a director of Chelverton Asset Management Limited and CEPS PLC, in which the Company has an investment. During the year ended 31 August 2012 the Company added to its investment in CEPS PLC, acquiring a further 750,000 shares at a cost of £150,000. ANNUAL REPORT AND AGM The foregoing represents extracts from the full text of the Annual Report and Accounts for the year ended 31 August 2012. The full Report will shortly be available for download from the following website: www.chelvertonam.com Copies will be posted to shareholders shortly. The AGM will be held on 13 December 2012 at 11.00am at the offices of Speechly Bircham LLP, 6 New Street Square, London, EC4A 3LX NATIONAL STORAGE MECHANISM A copy of the Annual Report and Financial Statements will be submitted shortly to the National Storage Mechanism ("NSM") and will be available for inspection at the NSM, which is situated at: www.hemscott.com/nsm.do. END Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on this announcement (or any other website) is incorporated into, or forms part of, this announcement.

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