Annual Financial Report
The Income & Growth VCT plc
Annual Financial Results of the Company for the Year ended 30 September 2009
Investment Objective
The objective of The Income & Growth VCT plc ("I&G VCT" or "the
Company") is to provide investors with an attractive return, by maximising the
stream of dividend distributions from the income and capital gains generated
by a diverse and carefully selected portfolio of investments.
The Company invests in companies at various stages of development.
In some instances this may include investments in new and secondary issues of
companies which may already be quoted on the Alternative Investment Market
("AiM") or PLUS.
Financial Highlights - ordinary shares of 1p each (`O' Shares)
- Increase of 24.3% in year in cumulative dividends paid to
Shareholders
- Annual dividends paid to Shareholders maintained at 2008 level
- Decrease of 21.7% in year in shareholder total return (share
price basis)
- Decrease of 8.1% in year in total shareholder return (net asset
value basis)
Dividends paid
Year ended Dividends paid in Cumulative dividends
each year since launch paid since launch
(p) per share (p) per share
30 September 2009 4.00 20.45
30 September 2008 4.00 16.45
30 September 2007 3.75 12.45
30 September 2006 3.25 8.70
30 September 2005 (restated) 1.25 5.45
Dividends paid include distributions from both income and capital.
Dividends proposed
A final dividend of 2 pence per `O Share, comprising 0.5 pence from
income and 1.5 pence from capital, will be recommended to Shareholders at the
Annual General Meeting of the Company to be held on 3 March 2010 for payment
on 17 March 2010.
Performance Summary
Year ended Share
NAV total price total
Net asset return to return to
Net value per shareholders Share shareholders
assets (£ `O' Share since launch price since launch
million) (p) per (p) 1 per
`O' Share (p) `O' Share (p)
30 September 2009 24.9 71.5 91.9 54.8 75.2
30 September 2008 29.6 83.6 100.0 79.5 96.0
30 September 2007 36.8 100.5 2 115.0 87.5 100.0
30 September 2006 44.2 112.9 121.6 84.5 93.2
30 September 2005 49.2 122.5 128.0 87.5 93.0
(restated)
1 Source: London Stock Exchange
2 After deducting the dividend of 2p per share paid on 24 October 2007
Financial Highlights - S ordinary shares of 1p each (`S' Shares)
- Initial income dividend of 0.5 pence proposed
- Decrease of 5.5% in year in shareholder total return (share price
basis)
- Decrease of 1.5% in year in total shareholder return (net asset
value basis)
Dividends proposed
A final income dividend of 0.5 pence per `S' Share will be
recommended to Shareholders at the Annual General Meeting of the Company to be
held on 3 March 2010 for payment on 17 March 2010.
Performance Summary
Year ended NAV total Share
Net asset return to price total
value per shareholders Share return to
Net assets `S' Share since launch price shareholders
(p) per since launch
(£ million) `S' Share (p) (p) 1 per
`S' Share (p)
30 September 2009 11.0 93.2 93.2 94.5 94.5
30 September 2008 11.2 94.6 94.6 100.0 100.0
At close of Offer for 11.2 94.5 94.5 100.0 100.0
subscription
1 Source: London Stock Exchange
The share prices and net asset value (NAV) total returns for both Funds
comprise the share price and NAV respectively per share assuming the dividends
paid were re-invested on the date on which the shares were quoted ex-dividend
in respect of each dividend.
Chairman's Statement
I am pleased to present to Shareholders the annual results of the
Company for the year ended 30 September 2009.
Performance
`O' Shares
At 30 September 2009, the Net Asset Value (NAV) per `O' Share was
71.45 pence (2008: 83.56 pence). Adjusted for the dividends paid to
shareholders during the year, this represents a decrease of 9.7% over the
twelve month period. This compares with an increase of 17.45% in the FTSE
SmallCap CR Index and an increase of 3.96% in the FTSE AIM CR Index during the
same period. The NAV Total Return per `O' Share fell in the year by 8.1% from
100.01 pence at 30 September 2008 to 91.90 pence at 30 September 2009.
The headline performance figures appear somewhat disappointing and
will be discussed later. In general the underlying performance of the
portfolio in the year offers encouragement. The MPEP portfolio achieved
realised gains of £597,637 but these were offset by provisions and lower
valuations giving rise to unrealised losses of £3.2 million, resulting in net
losses of some £2.6 million. The Foresight legacy portfolio suffered a fall in
value with further provisions leading to unrealised net losses of some
£311,938.
UK sector price earnings multiples have, in the main, increased
over this twelve month period. These do, of course, impact on our portfolio
valuation in both the quoted and unquoted sectors. Some sectors have shown
increases whilst several have experienced declines. The MPEP portfolio at the
year end represented 78.5% of total venture capital investments, whilst the
Foresight and Nova legacy portfolios represented the balance.
Falls in the share prices of several of our quoted stocks,
particularly Oxonica, have been partially off-set by gains elsewhere in the
portfolio. The total dividends paid in the year under review was 4 pence per
share which is equal to a total of 4 pence per share paid in the financial
year 2008.
Cumulative dividends paid to date have been 20.45 pence per `O'
Share.
`S' Shares
At 30 September 2009, the NAV and NAV Total Return per `S' Share
both fell marginally to 93.18 pence (2008: 94.59 pence) and 93.18 pence (2008:
94.59 pence), both being a decrease of 1.5%.
Economic background
Investors have moved stock markets up a long way but the real
economy is still tough.
After several months of almost consistent gains equity markets
appeared to have consolidated around current levels. Poorer than expected US
jobs figures have been held responsible for these recent market conditions.
The number of workers on US payrolls during September 2009 fell almost 50%
more than was expected and the unemployment rate now stands at a 26 year high.
This data released recently together with the impact of events surrounding
financial problems in Dubai reinforces strongly the argument that the economic
recovery will not be plain sailing.
The portfolio
`O' Shares
Overall, the MPEP portfolio continues to hold-up well given the current
economic climate. Good trading performances have been produced by some of the
investments; notably DiGiCo Europe, which produced an unrealised gain of
£511,337 and Amaldis 2008 of £337,767 but Blaze Signs Holdings, Youngman Group
and PXP Holdings, all companies in the broader construction sector, provided
unrealised losses of £1.26 million, £914,937 and £454,124 respectively.
Despite the Construction & Materials sector price earnings multiple showing a
strong rise over the year, this has not evidenced itself yet in the trading
performances of these three companies and this has had a material adverse
effect on the valuation of the portfolio over the period. There is an old
adage that stock markets anticipate events while trading results lag the
events!
Within the MPEP portfolio, in October 2008 an investment of £595,842 was made
into ATG Media Holdings to support the MBO of Metropress, publisher of the
Antiques Trade Gazette and online auction operator. In 2009, a new investment
was made into MC440 to support the management buy-out of Westway Cooling, a
company based in Greenford, Middlesex, specialising in installing, servicing
and maintaining high quality air-conditioning systems and associated building
services plant in the refurbishment and maintenance market. The 'O' Share Fund
invested £389,703. Further investments of £129,264 and £47,158 in November
2008 and January 2009 respectively were made in the loan stocks of PXP
Holdings and Monsal Holdings.
In March 2009 SectorGuard plc acquired Legion Group plc and subsequently
changed its name to Legion Group.
In March 2009 DiGiCo Europe also repaid £142,804 of the 'O' Share Fund's loan
stock investment. At the beginning of July 2009, the 'O' Share Fund then sold
its investment in Tottel Publishing to Bloomsbury Group earning a fourfold
gain on its original investment by returning a total of £2.05 million in terms
of income and proceeds to the Fund throughout the life of the investment. The
'O' Share Fund's original investment cost of £514,800 had been reduced to
£325,182 in March of this year when Tottel Publishing repaid 50% of the
Company's loan stock investment.
Following the year-end, in November 2009, the `O' Share Fund
invested a further £90,909 into British International Holdings and sold its
investment in PastaKing for initial proceeds of £779k. This realisation
contributed to total returns of £949k to the Fund throughout the life of the
investment, representing a 3.25 fold return on the Company's original
investment of £292,405.
The old Foresight portfolio continues to underperform with Oxonica, mentioned
above, producing an unrealised loss for the year of £1.11 million. By
contrast, Camwood provided an unrealised gain of £460,789.
`S' Shares
During the year the S Share Fund produced a satisfactory performance given the
economic environment.
In October 2008 the `S' Share Fund invested £404,158 into ATG Media Holdings
referred to above. In June 2009, the 'S' Share Fund also invested £169,483 in
the management buy-out of Westway Cooling, a company specialising in
installing, servicing and maintaining high quality air-conditioning systems
and associated building services plant in the refurbishment and maintenance
market.
Cash available for investment
During this economic turmoil, both the Board and the Manager have continued to
work to ensure that our cash deposits for both the `O' and `S' Shares remain
as secure as possible. We have for some time been spreading our significant
cash deposits with a number of the leading global cash funds rather than
depositing direct to individual banks, thereby reducing our exposure to any
one particular bank. However, the current low level of interest rates on cash
deposits means it will continue to be difficult for the Company to pay
dividends from income for both the `O' and `S' Shares. The Board and Manager
both strongly believe that at this time the security and protection of capital
is more important than striving for a small increase in deposit rates at the
cost of much higher risk.
Revenue Account
The Revenue return for the Company as a whole has decreased sharply from
£717,196 to £193,683 over the year.
Management fees and other running costs at the Company level have remained
constant between the years. The principal cause for the decline in revenue is
the fall in the Company's income of £523,365. This can be attributed to three
main reasons. First, the significant fall in interest rates has caused income
from the liquidity funds to more than halve by £367,447; secondly, dividends
from investee companies fell by £106,873 and finally, loan stock interest
received declined by £45,659.
In 2008, the `O' Share Fund benefited from a non recurring estimated VAT
recovery on past management fees of £83,278.
Dividends
`O' Shares
The Company's revenue return per `O' Share was 0.52 pence per share
(2008: 1.66 pence per share). Your Board will be recommending a final income
dividend of 0.5 pence and a final capital dividend of 1.5 pence payable to `O'
Fund Shareholders in respect of the year ended 30 September 2009 at the Annual
General Meeting to be held on 3 March 2010. Including these dividends,
cumulative dividends paid to date amount to 22.45 pence per `O' Share.
`S' Shares
The Company's revenue return per `S' Share was 0.09 pence per share
(2008: 1.26 pence per share). Your Board will be recommending a final income
dividend of 0.5 pence per `S' Share in respect of the year ended 30 September
2009 at the Annual General Meeting to be held on 3 March 2010.
The dividends will be paid on 17 March 2010 to both `O' and `S'
Shareholders on the Register on 19 February 2010.
Dividend investment scheme
The Company's Dividend Investment Scheme ("The Scheme") provides Shareholders
of both classes with the opportunity to re-invest their dividends into new
shares of the relevant class. It provides a convenient, easy and cost
effective way for Shareholders to build their shareholding in the Company as,
instead of receiving cash dividends, they can elect to receive new shares in
the Company.
Board Members have indicated that they will be participating in the
Scheme to the extent of their full entitlement. I would encourage all
Shareholders to consider participating in the Scheme.
The Scheme currently provides that the issue price of new shares is
at net asset value per share. We are proposing that the Scheme be altered so
as to allow shares to be issued to Shareholders at the share price at the
relevant time. We consider that this proposal provides a more equitable basis
to Shareholders for ascertaining the issue price under the Scheme. A
resolution will, therefore, be proposed at the Annual General Meeting of the
Company to be held on 3 March 2010 to authorise the Directors to allot shares
of both classes at their mid market share price even if this less than the net
asset value per share of that class.
Shareholders are allotted new ordinary shares in the relevant class. These
shares will then, subject to Shareholders' individual circumstances, attract
VCT tax reliefs applicable for the tax year in which the shares are allotted
(currently at 30%).
Copies of the Scheme Rules are available on the Company's website,
www.incomeandgrowthvct.co.uk, and personalised application forms for the
Scheme are enclosed with Shareholders copies of this Report. Further copies of
the forms can be obtained from the Scheme Administrator, Capita Registrars by
telephoning: 0871 664 0300 (Calls cost 10p per minute plus network extras.
Lines are open 8.30 am - 5.30 pm Mon-Fri. If calling from overseas please ring
+44 208 639 2157). Shareholders who hold their shares in uncertificated form
in CREST at the relevant record date must complete a CREST Dividend Election
Input Message in respect of each dividend to elect to receive the dividend in
the form of new shares. Application forms may be submitted at any time and
should be returned to Capita Registrars at the address given on the form and
elections via CREST should be made so as to be received no later than 5.00 pm
on the date that is at fifteen days before the payment date for a particular
dividend to ensure that you qualify to receive the dividend as shares. Please
note that in the case of the proposed final dividends payable on 17 March 2010
this deadline with be 5.00 pm on 2 March 2010.
Separate application forms do need to be completed in respect of
each class of share but you do not need to resubmit an `O' Share application
form if you have already joined the Scheme in respect of the `O' Shares.
Merger of `O' and `S' Share Classes
The Board are currently considering proposals which may result in
resolutions being put forward to Shareholders in the near future regarding a
merger of the `O' and `S' Share Funds.
Valuation policy
For several years now, quoted stocks have been valued at bid prices, rather
than mid-market prices. It is worth commenting that the Fund does hold a
number of relatively early stage AIM-quoted stocks with limited marketability.
In such cases, the price at which a sizeable block of shares could be traded,
if at all, may vary significantly from the market price used.
Share buy-backs
During the year ended 30 September 2009, the Company bought back
754,444 Ordinary Fund Shares (representing 2.13% of the Ordinary Fund Shares
in issue at the beginning of the period) at a total cost of £350,963 (net of
expenses).
Outlook
In a recent special report on the world economy entitled `The long
climb', The Economist highlighted various views and projections for the global
economy. A variety of economic indicators have been contributing to renewed
confidence but the latest US jobs data was perceived as a `reality check' for
economists worldwide. The report indicated that certain parts of the global
economy have a long road ahead of them and governments around the globe will
play a crucial role in securing recovery and, more importantly, maintaining it
once recovery is assured by playing a greater role, particularly in the
financial sector, through increased regulation to protect balance sheets and
the tax-payer from further liability.
On a positive note, Olivier Blanchard, chief economist at the
International Monetary Fund, was quoted two months ago in The Sunday Times
saying "The recovery has started. In most countries growth will be positive
for the rest of the year, as well as in 2010". However, the view remains among
many observers that the strength of stock markets over the last few months may
be highlighting a `false dawn'. Commentators are discussing the possibility of
the market being `W' shaped or experiencing a `double-bottom'. If such an
event occurs, small, early stage growth businesses will be tested further. The
recent news from Dubai may well be the catalyst for this eventuality.
The Company overall retains its significant cash position. This
continues to place the Company in an excellent position to take advantage of
what are expected to be increasingly attractive purchase opportunities which
should become available as this recession continues or as the economy climbs
out of recession. Therefore, while short term valuations may be subject to
continuing pressures, your Board still expects to see attractive investment
opportunities and a recovery in performance and portfolio values over the
longer term.
The current level of interest rates in the United Kingdom mean that
it will be difficult for the Company to pay a dividend from revenue in the
forthcoming year. Moreover, it is too early to say whether it will be possible
for the Company to pay a dividend from capital reserves.
I&G website
May I remind you that the Company has its own website which is
available at www.incomeandgrowthvct.co.uk.
Colin Hook
Chairman
Investment Policy
The Company's policy is to invest primarily in a diverse portfolio
of UK unquoted companies. Investments are structured as part loan and part
equity in order to receive regular income and to generate capital gains from
trade sales and flotations of investee companies.
Investments are made selectively across a number of sectors,
primarily in management buyout transactions (MBOs) i.e. to support incumbent
management teams in acquiring the business they manage but do not yet own.
Investments are primarily made in companies that are established and
profitable.
The Company has a small legacy portfolio of investments in
companies from its period prior to 30 September 2008, when it was a
multi-manager VCT. This includes investments in early stage and technology
companies and in companies quoted on the AiM or PLUS.
Uninvested funds are held in cash and lower risk money market
funds.
UK companies
The companies in which investments are made must have no more than
£15 million in the case of the `O' Share Fund and £7 million in the case of
the `S' Share Fund of gross assets at the time of investment to be classed as
a VCT qualifying holding. (This figure varies between the two Funds because of
a change in tax legislation which applies to Funds, including the `S' Share
Fund, raised after 6 April 2006).
VCT regulation
The investment policy is designed to ensure that the Company
continues to qualify and is approved as a VCT by HM Revenue & Customs
("HMRC"). Amongst other conditions, the Company may not invest more than 15%
of its investments in a single company and must have at least 70% by value of
its investments throughout the period in shares or securities comprised in VCT
qualifying holdings, of which a minimum overall of 30% by value must be
ordinary shares which carry no preferential rights. In addition, although the
Company can invest less than 30% of an investment in a specific company in
ordinary shares it must have at least 10% by value of its total investments in
each VCT qualifying company in ordinary shares which carry no preferential
rights.
Asset mix
The Company initially holds its funds in a portfolio of readily
realisable interest-bearing investments and deposits. The investment portfolio
of qualifying investments is built up over a three year period with the aim of
investing and maintaining at least 70% of net funds raised in qualifying
investments.
Risk diversification and maximum exposures
Risk is spread by investing in a number of different businesses
across different industry sectors. To reduce the risk of high exposure to
equities, each qualifying investment is structured using a significant
proportion of loan stock (up to 70% of the total investment in each VCT
qualifying company). Initial investments in VCT qualifying companies are
generally made in amounts ranging from £200,000 to £1 million at cost. No
holding in any one company will represent more than 10% of the value of the
Company's investments at the time of investment. Ongoing monitoring of each
investment is carried out by the Investment Manager, generally through taking
a seat on the board of each VCT qualifying company.
Co-investment
The Company aims to invest in larger, more mature unquoted
companies through investing alongside the four other VCTs advised by the
Investment Manager with a similar investment policy. This enables the Company
to participate in combined investments advised on by the Investment Manager of
up to £5 million.
Investment Manager's Review
Summary
In the face of continued economic deterioration in the UK and
worldwide this has been a challenging year for new investment. New deals
coming to the market have been generally unattractive and we have taken the
view that vendors' price expectations would prove unsustainable over the
medium term. We have therefore been cautious and selective in our
consideration of potential deals. We have in particular continued to avoid
transactions requiring high levels of bank borrowing, believing that economic
conditions were still deteriorating and that this would make over-leveraged
companies much too vulnerable in a tougher environment. We remain of the view
that the market has not yet re-established the equilibrium necessary for high
quality businesses to be sold at prices acceptable to private equity managers.
The MPEP portfolio at 30 September 2009 comprised 29 investments
with a cost of £15.7 million and valued at £16.5 million representing an
uplift of 5.1% on cost. Realisations during the year generated cash proceeds
of £2 million.
The predominance in the investment portfolio of management buy-out
investments reflects our strategy of seeking to capitalise companies properly
at the time of investment so that they are well positioned to contend with
difficult times. Only two investments have received very modest additional
funding during the year and a third since the year-end totalling £267,351
across the portfolio. We continue to believe that the portfolio, taken as a
whole, is resilient and of high quality and given recent general comment on
the tightening of bank lending, do not consider that the portfolio is exposed
to unsustainable levels of third party debt.
The legacy Foresight portfolio which comprises largely technology
and early-stage companies shows a rather worse position. This portfolio
comprises 11 investments with a cost of £9.3 million and valued at £2.8
million representing 29.6% of cost. There have been no realisations during the
year from this portfolio.
MPEP `O' Share Fund investments
A total of £1.2 million was deployed into investments by the `O'
Share Fund during the year and since the year-end, two new investments of
£787,820 were completed. As reported previously in the Half-Yearly Report,
these included a new investment of £595,842 to support the management buy-out
of ATG Media Holdings, the London-based publisher of the Antique Trade Gazette
and provider of an online auction platform and two small follow-on loan stock
investments into PXP of £129,264 and Monsal of £47,158.
A new investment £389,703 was also made in June into MC440 Limited
to support the management buy-out of Westway Cooling, a company based in
Greenford, Middlesex, which specialises in installing, servicing and
maintaining high quality air-conditioning systems and associated building
services plant in the refurbishment and maintenance market. The investment
comprised loan stock and an equity stake of 3.3%. With a turnover of £9.6
million and a record order book we believe that this company is well placed to
grow even in the present challenging market conditions. It has made a good
start, in line with our expectations, following the MBO.
After the year-end, a further investment of £90,909 was completed
in November 2009 into British International Holdings, while in December, one
of the VCT's acquisition vehicles, Calisamo Management Limited changed its
name to CB Imports Group Limited and invested £696,911 to acquire Country
Baskets, a distributor of floral sundries.
The `O' Share Fund successfully realised its investment in Tottel
Publishing. The company was sold to Bloomsbury Publishing Group for £10
million at the beginning of July earning a fourfold gain on the original
investment cost and returning total proceeds to the Fund of £2.05 million. The
investment was exited earlier than envisaged at the time of the investment and
the original investment cost of £514,800 had already been reduced to £325,182
in March of this year when Tottel repaid 50% of the Fund's loan stock
investment.
Following the year-end, in November 2009, the `O' Share Fund
successfully sold its investment in PastaKing, the Newton Abbott based
foodservice company to NBGI for initial proceeds of £779k. This realisation
contributed to total returns of £949k to the Fund throughout the life of the
investment, representing a 3.25 fold return on the Company's original
investment of £292,405. A number of companies in the portfolio are trading
strongly and expanding their businesses. DiGiCo Europe has continued to roll
out new products and this has led to rising profit growth this year. The
company repaid £142,804 of loan stock in May 2009 plus the premium due.
Amaldis (2008) too has had a very good year and has successfully completed
launches of a number of new product lines.
The performance of Monsal during the year has also improved
significantly and the outlook is further enhanced by the prospect of new
capital contracts as water companies commit to new waste management projects
and the company exploits its expertise in anaerobic digestion.
Inevitably, in the current environment, a number of our companies
are re-assessing their market position and streamlining their businesses to
adapt to less certain conditions. BG Consulting Consulting Group/Duncary 4 is
in the process of reconstructing its business which should strengthen the
company's position in the marketplace and enhance the value of the VCT's
investment. Earlier this year, Letraset underwent a capital reorganisation to
address its recent decline in revenue and re-align itself for the future.
The `O' Share Fund has received further consideration from Special
Mail Services based on performance totalling £19,808 during the year.
As part of a new initiative to generate additional high-quality MBO
investments, the Fund holds investments of £1 million each alongside other
MPEP advised funds in three acquisition vehicles, Apricot Trading, Aust
Construction Investors and Calisamo Management, headed by experienced Chairmen
well known to MPEP. These individuals are working closely with us in seeking
to identify and complete investments in specific sectors relevant to their
industry knowledge and experience. We have established these companies to
provide time for us to identify and invest in suitable target companies at
sufficiently attractive prices. Since the year-end, Calisamo has completed an
investment into Country Baskets and changed its name to CB Imports Group
Limited, while the other two companies have commenced trading, providing
management consultancy services in their chosen sector.
Unfortunately there are a few companies in the portfolio,
particularly those which are more directly exposed to the construction and
retail sectors that are suffering from the negative effects of the recession.
Youngman, PXP and Plastic Surgeon have all suffered from the significant
downturn in the construction industry as business volumes have shrunk and
reduced demand from major customers has impacted on revenue. Youngman in
particular was well-placed to withstand these pressures and remains
profitable. It is still too early to assess when we are likely to see signs of
recovery in these areas. Blaze Signs has also continued to experience a fall
in activity arising from much reduced levels of new signage rollouts from its
major customers.
Foresight and Nova `O' Share Fund investments
With effect from 1 October 2008, MPEP assumed responsibility from
Foresight for the eleven investments it managed on behalf of the `O' Share
Fund.
Some of these businesses, for example Biomer and NexxtDrive, remain
at an early stage in terms of revenue generation and have not yet achieved
break-even levels and remain cash negative.
Camwood is the strongest performer in the portfolio and is making
good progress. The development of its AppDNA application for Microsoft Windows
is now doing well and appears to be gaining traction in its market. DCG Group
remains profitable and is doing particularly well in the US. The performance
of Aquasium has also shown improvement over the last year. Oxonica lost a
major litigation case at the Court of Appeal. The majority of the executive
team have since left the company which has delisted itself from AiM. The
company's future remains uncertain.
`S' Share Fund
The Fund completed investments in ATG Media Holdings (£404,158 for
a 3.6% equity stake) and MC440 (Westway) (£169,483 representing a 1.4% equity
stake) alongside the `O' Share Fund as described above.
Since the year-end, a new investment of £303,089 was made into CB
Imports Group Limited, a distributor of floral sundries.
The Fund has retained in cash a high percentage of the funds raised
in 2008 and we will apply this to new investments when the market recovers and
the right opportunities begin to emerge.
Investment outlook
It is difficult to predict where the economy will go over the
coming year. It shows little sign of improvement and remains fragile. We have
however worked very hard with investee companies to make sure that they are
taking all the measures they can to cut costs. We expect that follow-on
finance to support portfolio companies may become a focus over the coming
months. We also anticipate much more attractive buying conditions emerging as
the year progresses. Having retained significant uninvested cash, we believe
the Company is well placed to cover both the portfolio needs that may arise
and the new investment opportunities presented.
Investment Portfolio Summary - 'O' Share Fund
as at 30 September 2009
% of % of
Cost at Valuation Additional Valuation Equity Portfolio
at investments at held 2 by value
30-Sep-09 30-Sep-08 30-Sep-09
£ £ £ £
Image Source Group Limited 305,000 2,241,678 - 2,259,232 39.6% 11.72%
Royalty free photography
creator
Amaldis (2008) Limited 80,313 1,248,967 - 1,586,734 9.2% 8.22%
(Original Additions)
Manufacturer and distributor
of beauty products
HWA Limited (Holloway White 34,553 2,359,597 - 1,457,407 21.1% 7.55%
Allom)
High value property
restoration
and refurbishment
DiGiCo Europe Limited 514,096 763,337 - 1,131,870 4.3% 5.87%
Designer and manufacturer of
audio mixing desks
Camwood Limited 3 1,028,181 552,444 - 1,013,233 34.7% 5.25%
Provider of software
repackaging
services
Apricot Trading Limited 1,000,000 1,000,000 - 1,000,000 24.5% 5.18%
Company seeking to acquire
businesses in the marketing
services and media sector
Aust Construction Investors 1,000,000 1,000,000 - 1,000,000 16.3% 5.18%
Company seeking to acquire
businesses in the
construction
sector
Calisamo Management Limited 1,000,000 1,000,000 - 1,000,000 16.3% 5.18%
Company seeking to acquire
businesses in the healthcare
sector
I-Dox plc 5 872,625 816,667 - 796,250 2.4% 4.13%
Provider of document storage
systems
VSI Limited 245,595 675,439 - 794,146 9.2% 4.12%
Provider of software for CAD
and CAM vendors
PastaKing Holdings Limited 292,405 856,250 - 778,913 4.5% 4.04%
Manufacturer and supplier of
fresh pasta meals
Youngman Group Limited 1,000,052 1,615,929 - 700,992 8.5% 3.63%
Manufacturer of ladders and
access towers
ATG Media Holdings Limited 595,842 - 595,842 595,842 5.3% 3.09%
Publisher and online auction
platform operator
Tikit Group plc 4 500,000 899,999 - 595,651 3.0% 3.09%
Provider of consultancy,
services
and software solutions for
law firms
Aquasium Technology Limited 3 700,000 311,306 - 564,739 16.7% 2.93%
Manufacturing and marketing
of
bespoke electron beam welding
and vacuum furnace equipment
Focus Pharma Holdings Limited 516,900 516,900 - 525,858 2.1% 2.73%
Licensor and distributor of
generic pharmaceuticals
MC 440 Limited (Westway 389,703 - 389,703 389,703 3.3% 2.03%
Cooling)
Installation, service and
maintenance
of air conditioning systems
Vectair Holdings Limited 215,914 341,830 - 375,136 4.6% 1.94%
Designer and distributor of
washroom products
British International 500,000 375,112 - 359,765 5.0% 1.86%
Holdings
Limited
Helicopter service operator
Monsal Holdings Limited 471,605 318,335 47,158 353,704 5.7% 1.83%
Supplier of engineering
services
to water and waste sectors
Brookerpaks Limited 55,000 417,540 - 324,447 17.1% 1.68%
Importer and distributor of
garlic
and vacuum-packed vegetables
to
supermarkets and the
wholesale
trade
ANT plc3 462,816 196,979 - 275,770 2.7% 1.43%
Provider of embedded browser/
email software for consumer
electronics and Internet
appliances
DCG Group Limited 3 312,074 321,013 - 262,861 6.3% 1.36%
Design, supply and
integration
of data storage solutions
Biomer Technology Limited 4 137,170 137,170 - 226,585 4.4% 1.17%
Developer of biomaterials for
medical devices
NexxtDrive Limited 4 812,014 203,004 - 203,004 8.4% 1.05%
Developer and exploiter of
mechanical transmission
technologies
Sarantel plc 3 1,881,251 68,078 - 153,175 3.6% 0.79%
Developer and manufacturer
of antennae for mobile phones
and other wireless devices
Blaze Signs Holdings Limited 1,338,500 1,392,644 - 132,589 12.5% 0.69%
Manufacturer and installer of
signs
B G Consulting Group Limited/ 1,153,976 256,530 - 115,027 33.2% 0.60%
Duncary 4 Limited
Technical training business
Racoon International Holdings 550,852 13,692 - 79,496 7.7% 0.41%
Limited
Supplier of hair extensions,
hair care products and
training
The Plastic Surgeon Holdings 307,071 153,536 - 76,768 4.6% 0.40%
Limited
Supplier of snagging and
finishing services to
property
sector
Legion Group plc (formerly 150,000 64,286 - 53,571 0.7% 0.28%
SectorGuard plc)
Provider of manned guarding,
mobile patrols and alarm
response
services
Campden Media Limited 334,880 65,842 - 44,438 3.6% 0.23%
Magazine publisher and
conference organiser
Corero plc (formerly Mondas 600,000 73,672 - 34,381 6.5% 0.18%
plc) 3
Provider of e-business
technologies
Alaric Systems Limited 3 595,803 30,647 - 30,647 8.1% 0.16%
Software developer and
provider
of support services in the
credit/
debit card authorisation and
payments market
Aigis Blast Protection 272,120 68,030 - 0 0.00%
Limited 3 3.7%
Specialist blast containment
materials company
Inca Interiors Limited 350,000 0 - 0 0.0% 0.00%
Design, supply and
installation
of quality kitchens to house
developers
Letraset Limited 650,000 0 - 0 5.0% 0.00%
Manufacturer and worldwide
distributor of graphic art
products
Oxonica plc 3 2,524,527 1,113,991 - 0 10.6% 0.00%
Leading international
nanomaterials group
PXP Holdings Limited 920,176 324,860 129,264 0 6.8% 0.00%
(Pinewood
Structures)
Designer, manufacturer and
supplier of timber frames for
buildings
Bloomsbury Professional - - - 1,294,585 0.0% 0.00%
Limited
(formerly Tottel Publishing
Limited) - company sold in
July 2009
Publisher of specialist legal
and
taxation titles
Other investments in the 380,436 0 0 0 - 0.00%
portfolio 1
==== ==== ==== ==== ====
'O' Share Fund Total 25,051,450 23,089,889 1,161,967 19,291,934 100.00%
==== ==== ==== ==== ====
1 'Other investments in the portfolio' comprises Stortext-FM Limited/Stortext
(DO) Limited.
2 The percentage of equity held for these companies may be subject to further
dilution of an additional 1% or more if, for example, management of the
investee company exercises share options.
3 Investment formerly managed by Foresight Group up to 10 March 2009.
4 Investment formerly managed by Nova Capital Management Limited until 31
August 2007 and by Foresight Group until 10 March 2009
5 Investment formerly managed by Nova Capital Management Limited until 31
August 2007.
Investment Portfolio Summary - 'S' Share Fund
as at 30 September 2009
% of % of
Cost at Valuation Additional Valuation Equity Portfolio
at investments at held 1 by value
30-Sep-09 30-Sep-08 30-Sep-09
£ £ £ £
ATG Media Holdings Limited 404,158 - 404,158 404,158 3.6% 67.54%
Publisher and online auction
platform operator
MC 440 Limited (Westway 169,483 - 169,483 169,483 1.4% 28.32%
Cooling)
Installation, service and
maintenance of air
conditioning
systems
The Plastic Surgeon Holdings 99,011 49,506 - 24,753 1.5% 4.14%
Limited
Supplier of snagging and
finishing services to
property
sector.
==== ==== ==== ==== ====
'S' Share Fund Total 672,652 49,506 573,641 598,394 100.00%
==== ==== ==== ==== ====
==== ==== ==== ==== ====
Company total 25,724,102 23,139,395 1,735,608 19,890,328 100.00%
==== ==== ==== ==== ====
1 The percentage of equity held for these companies may be subject to further
dilution of an additional 1% or more if, for example, management of the
investee company exercises share options.
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Directors' Report,
the Directors' Remuneration Report and the financial statements in accordance
with applicable law and regulations. They are also responsible for ensuring
that the Annual Report includes information required by the Listing Rules of
the Financial Services Authority.
Company law requires the Directors to prepare financial statements
for each financial year. Under that law the Directors have elected to prepare
the financial statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards and applicable law).
Under company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss of the Company for that
period. In preparing these financial statements the directors are required to:
- select suitable accounting policies and then apply them
consistently;
- make judgments and estimates that are reasonable and prudent;
- state whether applicable 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 proper 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 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.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the company's website.
Legislation in the United Kingdom governing the preparation and dissemination
of the financial statements and other information included in annual reports
may differ from legislation in other jurisdictions.
The Directors confirm that to the best of their knowledge that:
(a) the financial statements, prepared in accordance with UK Generally
Accepted Accounting Practice (UK GAAP) and the 2003 Statement of Recommended
Practice, `Financial Statements of Investment Trust Companies and Venture
Capital Trusts' (SORP), revised in 2005 and 2009, give a true and fair view of
the assets, liabilities, financial position and the loss of the Company.
(b) the management report, comprising the Chairman's Statement, Investment
Portfolio Summary, Investment Manager's Review and Directors' Report includes
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.
For and on behalf of the Board:
Colin Hook
Chairman
Unaudited Non-Statutory Analysis between the 'O' Share and 'S' Share Funds
for the year ended 30 September 2009
1. Income statements for the year ended 30 September 2009
'O' Share 'S' Share
Fund Fund
Revenue Capital Total Revenue Capital Total
£ £ £ £ £ £
Unrealised losses on - (3,522,533) (3,522,533) - (24,753) (24,753)
investments held at
fair
value
Realised gains on
investments held at
fair value - 597,637 597,637 - - -
Income 713,044 67,950 780,994 218,315 - 218,315
Investment (138,772) (416,316) (555,088) (54,110) (162,329) (216,439)
management
fees
Other expenses (368,365) - (368,365) (143,399) - (143,399)
==== ==== ==== ==== ==== ====
Profit/(loss) on 205,907 (3,273,262) (3,067,355) 20,806 (187,082) (166,276)
ordinary
activities before
taxation
Tax on profit/(loss)
on
ordinary activities (23,356) 23,356 - (9,674) 9,674 -
==== ==== ====
Profit/(loss) on
ordinary
activities after
taxation
for the financial 182,551 (3,249,906) (3,067,355) 11,132 (177,408) (166,276)
year
==== ==== ==== ==== ==== ====
Basic and diluted
earnings per share
0.52 p (9.25)p (8.73)p 0.09 p (1.50)p (1.41)p
Average number of 11,806,467
shares in issue
35,148,192
Total
Revenue Capital Total
£ £ £
Unrealised losses on
investments held at
fair
value - (3,547,286) (3,547,286)
Realised gains on
investments held at
fair value - 597,637 597,637
Income 931,359 67,950 999,309
Investment
management
fees (192,882) (578,645) (771,527)
Other expenses (511,764) - (511,764)
==== ==== ====
Profit/(loss) on
ordinary
activities before
taxation 226,713 (3,460,344) (3,233,631)
Tax on profit/(loss)
on
ordinary activities (33,030) 33,030 -
==== ==== ====
Profit/(loss) on
ordinary
activities after
taxation
for the financial
year 193,683 (3,427,314) (3,233,631)
==== ==== ====
2. Balance sheets as at 30 September 2009
'O' Share 'S' Share Adjustments Total
Fund Fund (see note
below)
£ £ £ £ £
Fixed assets
Assets held at fair
value
through profit and
loss -
investments 19,291,934 598,394 19,890,328
Current assets
Debtors and 285,807 15,937 (115,868) 185,876
prepayments
Other assets 5,440,722 10,521,348 15,962,070
Cash at bank 37,925 17,713 55,638
==== ==== ==== ==== ====
5,764,454 10,554,998 (115,868) 16,203,584
Creditors: amounts
falling due within
one (174,507) (152,176) 115,868 (210,815)
year
==== ==== ==== ==== ====
Net current
assets/(liabilities)
5,589,947 10,402,822 15,992,769
==== ==== ==== ==== ====
Net assets 24,881,881 11,001,216 35,883,097
==== ==== ==== ==== ====
Capital and reserves
Called up share 466,309
capital 348,244 118,065
Share premium 308,614
reserve 308,614 -
Capital redemption 73,017
reserve 73,017 -
Capital reserve - (5,279,832)
unrealised (5,205,574) (74,258)
Special reserve 17,123,088 10,828,918 27,952,006
Profit and loss 12,362,983
account 12,234,492 128,491
==== ==== ==== ==== ====
Equity shareholders'
funds
24,881,881 11,001,216 35,883,097
==== ==== ==== ==== ====
Number of shares in
issue: 34,824,397 11,806,467
Basic net asset
value per
1p share: 71.45p 93.18p
Diluted net asset
value
per 1p share: 71.45p 93.18p
Note: The adjustment above nets off the inter-fund debtor and creditor
balances, so that the "Total of both Funds" balance sheet agrees to the
Statutory Balance Sheet below.
3. Reconciliation of movements in Shareholders' Funds for the year ended 30
September 2009
'O' Share 'S' Share
Fund Fund Total
£ £ £
Opening shareholders' funds 29,624,220 11,167,492 40,791,712
Net share capital bought back
in the year (353,751) - (353,751)
Net share capital subscribed for
in the year 96,826 - 96,826
Loss for the year (3,067,355) (166,276) (3,233,631)
Dividends paid / payable in year (1,418,059) - (1,418,059)
==== ==== ====
Closing shareholders' funds 24,881,881 11,001,216 35,883,097
==== ==== ====
Income Statement
for the year ended 30 September 2009
30 September 30 September
2009 2008
Revenue Capital Total Revenue Capital Total
£ £ £ £ £ £
Net unrealised
losses on
investments - (3,547,286) (3,547,286) - (7,553,875) (7,553,875)
Net gains on
realisation of
investments - 597,637 597,637 - 2,053,510 2,053,510
Income 931,359 67,950 999,309 1,454,724 - 1,454,724
Recoverable VAT - - - 83,278 249,833 333,111
Investment
management fees (192,882) (578,645) (771,527) (197,028) (1,013,810) (1,210,838)
Other expenses (511,764) - (511,764) (517,005) - (517,005)
==== ==== ==== ==== ==== ====
Profit/(loss) on
ordinary activities
before taxation 226,713 (3,460,344) (3,233,631) 823,969 (6,264,342) (5,440,373)
Tax on profit/(loss)
on ordinary
activities (33,030) 33,030 - (106,773) 106,773 -
==== ==== ==== ==== ==== ====
Profit/(loss) on
ordinary activities
after taxation for
the financial year 193,683 (3,427,314) (3,233,631) 717,196 (6,157,569) (5,440,373)
==== ==== ==== ==== ==== ====
Basic and diluted
earnings per share -
'O' Share Fund 0.52p (9.25)p (8.73)p 1.66p (16.72)p (15.06)p
Basic and diluted
earnings per share -
'S' Share Fund 0.09p (1.50)p (1.41)p 1.26p (1.30)p (0.04)p
All the items in the above statement derive from continuing operations. No
operations were acquired or discontinued in the period. The total column is
the Profit and Loss Account of the Company. There were no other recognised
gains and losses in the year.
Other than the revaluation movements arising in investments held at fair value
through Profit and Loss Account, there were no differences between the
profit/(loss) as stated above and at historical cost.
Balance Sheet
as at 30 September 2009
as at 30 as at 30
September 2009 September 2008
£ £ £ £ £ £
Fixed assets
Investments at fair value 19,890,328 23,139,395
Current assets
Debtors and prepayments 185,876 1,843,777
Current investments 15,962,070 16,336,014
Cash at bank 55,638 65,690
==== ====
16,203,584 18,245,481
Creditors: amounts falling
due within one year (210,815) (593,164)
==== ==== ====
Net current assets 15,992,769 17,652,317
==== ==== ==== ==== ==== ====
Net assets 35,883,097 40,791,712
==== ==== ==== ==== ==== ====
Capital and reserves
Called up share capital 466,309 472,580
Share premium account 308,614 11,266,282
Capital redemption reserve 73,017 65,472
Capital reserve - unrealised (5,279,832) (1,252,761)
Special reserve 27,952,006 18,169,799
Profit and loss account 12,362,983 12,070,340
==== ==== ==== ==== ==== ====
35,883,097 40,791,712
==== ==== ==== ==== ==== ====
Net asset value per share
'O' Shares - basic 71.45p 83.56p
'O' Shares - diluted 71.45p 82.39p
'S' Shares - basic and diluted 93.18p 94.59p
Reconciliation of Movements in Shareholders' Funds
for the year ended 30 September 2009
2009 2008
£ £
Opening shareholders' funds 40,791,712 36,778,493
Net share capital bought back in the year (353,751) (1,063,732)
Net share capital subscribed for in the year 96,826 11,248,511
Loss for the year (3,233,631) (5,440,373)
Dividends paid/payable in the year (1,418,059) (731,187)
==== ====
Closing shareholders' funds 35,883,097 40,791,712
==== ====
Cash Flow Statement
for the year ended 30 September 2009
Year ended Year ended
30 September 2009 30 September 2008
Operating activities £ £
Investment income received 1,081,127 1,435,092
VAT received and interest thereon 408,305 -
Investment management fees paid (1,200,016) (782,286)
Other cash payments (477,847) (564,901)
==== ====
Net cash (outflow)/inflow from
operating activities (188,431) 87,905
Investing activities
Acquisition of investments (735,608) (5,735,193)
Disposal of investments 2,215,027 7,247,239
==== ====
Net cash inflow from investing
activities 1,479,419 1,512,046
Equity Dividends
Payment of equity dividends (1,418,059) (1,385,722)
==== ====
Net cash (outflow)/inflow before
financing and liquid resource management (127,071) 214,229
Management of liquid resources
Decrease/(increase) in monies held
pending investment 373,944 (9,754,517)
Financing
Issue of Ordinary shares 96,826 11,171,285
Purchase of own shares (353,751) (1,612,169)
==== ====
Net cash (outflow)/inflow from financing (256,925) 9,559,116
==== ====
(Decrease)/increase in cash for the year (10,052) 18,828
==== ====
Notes
1. Basis of accounting
The accounts have been prepared under UK Generally Accepted Accounting
Practice (UK GAAP) and, the Statement of Recommended Practice, `Financial
Statements of Investment Trust Companies and Venture Capital Trusts' ("the
SORP") issued by the Association of Investment Trust Companies in January 2003
and revised in 2005 and in 2009.
2. Income
2009 2008
£ £
Income from investments
- from equities 199,022 305,895
- from OEIC funds 291,911 659,358
- from loan stock 399,866 445,525
- from bank deposits 21,480 43,946
- from VAT recoverable 36,050 -
==== ====
948,329 1,454,724
Other income 50,980 -
==== ====
Total income 999,309 1,454,724
Total income comprises
Revenue dividends received 422,983 965,253
Capital dividends received 67,950 -
Interest 457,396 489,471
Other income 50,980 -
==== ====
999,309 1,454,724
Income from investments comprises
Listed overseas securities 291,911 659,358
Unlisted UK securities 598,888 751,420
==== ====
890,799 1,410,778
Income from VAT recoverable relates to interest received on
VAT recoverable recognised in the year ended 30 September 2008.
Loan stock interest above is stated after deducting an amount of £nil (2008:
£27,067), being a provision made against loan stock interest regarded as
collectable in previous years.
Total loan stock interest due but not recognised in the year was £512,386
(2008: £568,758).
3. Recoverable VAT
Revenue Capital Total Revenue Capital Total
2009 2009 2009 2008 2008 2008
£ £ £ £ £ £
Recoverable VAT - - - 83,278 249,833 333,111
As at 30 September 2008, the Directors considered
it reasonable certain that the Company would obtain a repayment of VAT of not
less than £462,702. This was based upon information supplied by the Company's
current and former Investment Managers, and discussions with the Company's
professional advisors as a result of the European Court of Justice ruling and
subsequent HMRC briefing that management fees be exempt for VAT purposes.
During the year, a total of £408,305 of VAT recoverable and related interest
has been actually received with the amounts disclosed in note 11 still yet to
be received.
4. Net asset value per share
2009 2009 2008 2008
'O' Share 'S' Share 'O' Share 'S' Share
Fund Fund Fund Fund
£ £ £ £
Net assets 24,881,881 11,001,216 29,624,220 11,167,492
Number of shares in
issue 34,824,397 11,806,467 35,451,438 11,806,467
Basic net asset value
per
share 71.45p 93.18p 83.56p 94.59p
Diluted net asset
value per
share 71.45p 93.18p 82.39p -
4. Return per `O' Share
The basic revenue return per `O' Share is based on the net revenue
from ordinary activities after taxation of £182,551 (2008: £599,837) and on
35,148,192 (2008: 36,109,718) `O' Shares, being the weighted average number of
`O' Shares in issue during the year.
The basic capital return per `O' Share is based on net realised
capital loss of £3,249,906 (2008: £6,036,417) and on 35,148,192 (2008:
36,109,718) `O' Shares, being the weighted average number of `O' Shares in
issue during the year.
5. Return per `S' Share
The basic revenue return per `S' Share is based on the net revenue
from ordinary activities after taxation of £11,132 (2008: £117,359) and on
11,806,467 (2008: 9,341,544) `S' Shares, being the weighted average number of
`S' Shares in issue during the year.
The basic capital return per `S' Share is based on net realised
capital losses of £177,408 (2008: £121,152) and on 11,806,467 (2008:
9,341,544) `S' Shares, being the weighted average number of `S' Shares in
issue during the year.
6. Investment Manager's fees
In accordance with the policy statement published under "Management
and Administration" in the Company's Prospectus dated 13 October 2000, the
Directors have charged 75% of the investment management expenses to capital
reserve except for the incentive fee payable, which is charged 100% to
capital.
7. Dividends
The Company proposes to pay a final dividend of 2 pence per share,
comprising 0.5 pence per share from income and 1.5 pence per share from
capital, to `O' Fund Shareholders.
The Company proposes to pay a final dividend of 0.5 pence per
share, comprising 0.5 of a penny per share from income to `S' Fund
Shareholders.
The dividends will be recommended to members at the Annual General
Meeting and, if approved, will be paid on 17 March 2010 to shareholders on the
Register on 19 February 2010.
.
8. Post balance sheet events
On 14 November 2009, the `O' Share Fund's entire holding in
PastaKing Holdings Limited was sold realising net proceeds of £779k.
On 30 November 2009, the `O' Share Fund invested £91k as a follow
on Loan stock investment in British International Holdings Limited.
On 10 December 2009, the `O' Share Fund's acquisition vehicle
Calisamo Management Limited changed its name to CB Imports Group Limited and
invested £697k to acquire Country Baskets, in which the `S' Share Fund also
invested £303k.
9. Financial information
The financial information set out in these statements does not
constitute the Company's statutory accounts for the year ended 30 September
2009 but is derived from those accounts. Statutory accounts will be delivered
to the Registrar of Companies after the Annual General Meeting.
10. Annual Report
A Summary Annual Report will be circulated by post to all
Shareholders shortly and copies will be available thereafter to members of the
public from the Company's registered office. Shareholders who wish to receive
a copy of the full Annual Report may request a copy by writing to the Company
Secretary, Matrix-Securities Limited, One Vine Street, London W1J 0AH.
Alternatively copies may be downloaded via the Company's website at
www.incomeandgrowthvct.co.uk
11. The Annual General Meeting of the Company will be held at 11.00
am on Wednesday, 3 March 2010 at One Vine Street, London W1J 0AH.
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