Crown Place VCT PLC
As required by the UK Listing Authority's Disclosure and Transparency Rule 4.2, Crown Place VCT PLC today makes public its information relating to the Half-yearly Financial Report (which is unaudited) for the six months to 31 December 2014. This announcement was approved by the Board of Directors on 27 February 2015.
The full Half-yearly Financial Report (which is unaudited) for the period to 31 December 2014, will shortly be sent to shareholders. Copies of the full Half-yearly Financial Report will be shown via the Albion Ventures LLP website by clicking www.albion-ventures.co.uk/ourfunds/CRWN.htm .
Investment objective
The investment objective and policy of the Company* is to achieve long term capital and income growth principally through
investment in smaller unquoted companies in the United Kingdom.
In pursuing this policy, the Manager aims to build a portfolio which concentrates on two complementary investment areas.
The first are more mature or asset-based investments that can provide a strong income stream combined with a degree of
capital protection. These will be balanced by a lesser proportion of the portfolio being invested in higher risk companies with greater growth prospects.
*The "Company" is Crown Place VCT PLC. The "Group" is the Company together with its subsidiaries CP1 VCT PLC and CP2 VCT PLC.
Financial calendar
Record date for second dividend | 6 March 2015 |
Payment of second dividend | 31 March 2015 |
Financial year end | 30 June 2015 |
Financial highlights
Six months ended | Six months ended | Year ended | |
31 December 2014 | 31 December 2013 | 30 June 2014 | |
(pence per share) | (pence per share) | (pence per share) | |
Opening net asset value | 32.04 | 32.26 | 32.26 |
Revenue return | 0.42 | 0.29 | 0.61 |
Capital return | 1.07 | 0.85 | 1.67 |
Total return | 1.49 | 1.14 | 2.28 |
Dividends paid | (1.25) | (1.25) | (2.50) |
Closing net asset value | 32.28 | 32.16 | 32.04 |
Shareholder returns and shareholder value | |
| Crown Place VCT PLC* |
(pence per share) | |
Shareholder return from launch to April 2005 (date that Albion Ventures was appointed investment manager): | |
Total dividends paid to 6 April 2005 (i) | 24.93 |
Decrease in net asset value | (56.60) |
Total shareholder return to 6 April 2005 | (31.67) |
Shareholder return from April 2005 to 31 December 2014: | |
Total dividends paid | 23.05 |
Decrease in net asset value | (11.12) |
Total shareholder return from April 2005 to 31 December 2014 | 11.93 |
Shareholder value since launch: | |
Total dividends paid to 31 December 2014 (i) | 47.98 |
Net asset value as at 31 December 2014 | 32.28 |
Total shareholder value as at 31 December 2014 | 80.26 |
Current dividend objective: | |
Pence per share (per annum) | 2.50 |
Percentage yield on net asset value as at 31 December 2014 | 7.7% |
Notes
(i) Prior to 6 April 1999, venture capital trusts were able to add 20 per cent. to dividends and figures for the period up until 6 April 1999 are included at the gross equivalent rate actually paid to shareholders.
* Formerly Murray VCT 3 PLC
The above financial summary is for the Company, Crown Place VCT PLC only. Details of the financial performance of CP1 VCT PLC (previously Murray VCT PLC) and CP2 VCT PLC (previously Murray VCT 2 PLC) which have been merged into the Company, can be found at the bottom of the announcement.
Total shareholder value since launch:
31 December 2014 (pence per share) | ||
Total dividends paid during the period from launch to 6 April 2005 (prior to change of manager) | 24.93 | |
Total dividends paid during: | ||
the year ended 28 February 2006 | 1.00 | |
the period ended 30 June 2007 | 3.30 | |
the year ended 30 June 2008 | 2.50 | |
the year ended 30 June 2009 | 2.50 | |
the year ended 30 June 2010 | 2.50 | |
the year ended 30 June 2011 | 2.50 | |
the year ended 30 June 2012 | 2.50 | |
the year ended 30 June 2013 | 2.50 | |
the year ended 30 June 2014 | 2.50 | |
the six months ended 31 December 2014 | 1.25 | |
Total dividends paid to 31 December 2014 | 47.98 | |
Net asset value as at 31 December 2014 | 32.28 | |
Total shareholder value as at 31 December 2014 | 80.26 |
In addition to the dividends paid above, the Board has declared a second dividend for the year ending 30 June 2015 of 1.25 pence per Crown Place VCT PLC share, to be paid on 31 March 2015 to shareholders on the register as at 6 March 2015.
Interim management report
Results
I am pleased to report that in the six month period to 31 December 2014, the Company achieved a total return of 1.49 pence per share (31 Dec 2013: 1.14 pence per share) equivalent to an annualised return of 9.3% on opening net assets. Following payment of the first dividend for the year of 1.25 pence per share on 28 November 2014, the net asset value as at 31 December 2014 was 32.28 pence per share (30 June 2014: 32.04 pence per share). The total return for the period was £1,366,000 of which the revenue profit was £386,000 and the capital profit was £980,000. Investment income and deposit interest were £592,000, an increase of 35% compared to the level achieved in the same period last year. Realised and unrealised net gains on investments of £1,174,000 represent an increase of 32% compared to net gains over the same period in the previous year. Total expenses, including Investment management fees, were £400,000 (31 Dec 2013: £372,000), equivalent to an ongoing charges ratio of 2.7% (31 Dec 2013: 2.7%).
Dividends
It is the Company's policy to pay regular and predictable dividends to shareholders out of revenue income and realised capital gains. The first dividend for the current financial year of 1.25 pence per share was paid on 28 November 2014. As this report shows, the dividend was covered comfortably by the total return per share achieved in the six months period. A second dividend of 1.25 pence per share will be paid on 31 March 2015 to shareholders on the register on 6 March 2015. A total annual dividend of 2.50 pence per share has been maintained for the last seven consecutive years and the Board aims to maintain this level of annualised dividend distribution going forward, subject to the availability of cash resources and distributable reserves. Based on the net asset value as at 31 December 2014, this equates to a 7.7% yield (31 Dec 2013: 7.8%).
Dividends are paid free of tax to shareholders. Qualifying shareholders who elect to participate in the Dividend Reinvestment Scheme will be able, in respect of further dividends, to receive their dividends in the form of new shares rather than cash, which will entitle them to income tax relief at the rate of 30% (new shares will need to be held for at least five years to retain the tax relief). Further details of the Dividend Reinvestment Scheme can be found on the Manager's website http://www.albion-ventures.co.uk/ourfunds/CRWN.htm.
Portfolio review
During the six month period, the Company nearly doubled its rate of investment deploying a total of £2,261,000. Of this amount, £1,116,000 related to three new investments and £1,145,000 in several existing portfolio companies to support their continuing growth. The new investments included Infinite Ventures (Goathill), a wind power generating company; Exco Intouch, which provides a system for the collection of patient data using mobile technologies; and Omprompt, a company providing business-to-business integration software.
Investments realised during the period totalled £5,337,000, of which £3,346,000 related to the sale of the Company's investment in Oakland Care Centre, achieving an annualised return of 25% during the four years of the investment. The sale of Tower Bridge Health Clubs realised proceeds of up to £947,000, resulting in returns, including interest, of 2.8 times cost during the 7 year holding period. The sale of House of Dorchester realised proceeds of £355,000 while a part disposal of the holding in AIM quoted Avanti Communications delivered proceeds of £205,000. Two further small investments were sold for a combined £73,000 and £48,000 remaining for the Dexela proceeds was also received. The remainder of the realisations, £363,000 in total, represent loan stock repayments from Chichester Holdings, Radnor House School (Holdings), Hilson Moran Holdings and The Charnwood Pub Company.
The portfolio remains well diversified and benefits from a high proportion of asset-based investments (52% at the period end) with no external gearing. Radnor House School (Holdings) continues to grow profitably and saw a further increase in valuation in the period. Orchard Portman Group made good progress and established itself as a leading specialist mental health service. This investment was sold after the period end achieving returns of 1.6 times cost over the five year holding period. The asset-based businesses in the healthcare, education, renewable energy and leisure sectors continued to generate a good level of income for the Company.
In the growth portfolio, Lowcosttravelgroup continued to grow strongly. Masters Pharmaceuticals also continued its profitable growth and is well positioned to deliver further value. Egress Software Technologies, a relatively new investment in the portfolio, made excellent progress and is strongly cash generative. ELE continues to experience soft demand in one of its key end markets (industrial gas turbines) but expects improved performance in 2015 as its exposure to the aerospace and automotive sectors increases. Several companies in the growth portfolio are still young and, while they show good potential in exciting, fast growing markets, their growth trajectory is not always smooth and predictable. This results in some volatility in the individual valuations, although the impact on the overall portfolio is small, given its diversification.
The chart set out at the bottom of this announcement illustrates the composition of the portfolio by industry sector. The majority of the investments in the hotels, pubs, health and fitness clubs, education and environmental segments, plus the larger healthcare investments are backed by freehold or long leasehold assets with no external gearing.
Risks and uncertainties
The most significant risk for a company of this nature is investment risk. To mitigate this, your Company places reliance upon the skills and expertise of the Manager in investing in this segment of the market. In addition, the Manager operates a formal and structured investment process, which includes an Investment Committee comprising investment professionals from the Manager and at least one external investment professional. The Company also has a policy of ensuring that its portfolio companies do not have external bank borrowings and that it has a first legal charge over portfolio companies' assets wherever possible. Other risks and uncertainties remain unchanged and are as detailed in note 12.
Discount management and share buy-backs
It remains the Board's primary objective to maintain sufficient resources for investment in existing and new portfolio companies and for the continued payment of dividends to shareholders. The Board's policy is to buy back shares in the market, subject to the overall constraint that such purchases are in the VCT's interest, and it is the Board's intention for such buy-backs to be in the region of a 5% discount to net asset value, so far as market conditions and liquidity permit.
During the period, the Company bought back and held in treasury 755,000 shares at a total cost of £226,000, in-line with the discount management and share buy-back policy.
Transactions with Manager
Details of the transactions that took place with the Manager in the period can be found in note 4.
Going concern
The Board's assessment is that liquidity risk is low, and remains as detailed on page 56 of the Annual Report and Financial Statements for the year ended 30 June 2014. The Company has sufficient cash and liquid resources. The portfolio of investments is diversified in terms of sector, and the major cash outflows of the Company (namely investments, share buy-backs and dividends) are within the Company's control. Accordingly, after making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason the Directors have adopted the going concern basis in preparing the accounts in accordance with Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009, published by the Financial Reporting Council.
Albion VCTs Prospectus Top Up Offers 2014/2015
Your Board, in conjunction with the boards of other VCTs managed by Albion Ventures LLP, launched a prospectus top up offer of new Ordinary shares on 17 November 2014. Crown Place VCT PLC is aiming to raise up to £6 million and the proceeds will be used to provide further resources at a time when a number of attractive investment opportunities are being seen. A copy of the prospectus is available at www.albion-ventures.co.uk. Details of the first allotment on 30 January 2015 are shown in note 11.
Directorate change
As part of an ongoing program of Board refreshment, Penny Freer was appointed as a director on 31 October 2014. Penny is an experienced investment banker with extensive experience at Board level. Penny is currently a partner at London Bridge Capital, which provides corporate finance advice to UK and overseas companies. She is, in addition, a non-executive director of Empresaria Group PLC and Advanced Medical Solutions Group PLC.
Outlook
Compared to other developed economies, the UK economy is performing reasonably well. Growth is likely to continue in 2015, albeit at a lower pace, and this should benefit the smaller and medium size companies which characterise the Company's portfolio. Nevertheless, a number of risks remain including the uncertainties surrounding the 2015 General Election, the ongoing effect of public sector funding cuts and lower growth rates in the global economy. Against this background, your Company is conservatively financed and is invested in a broadly diversified portfolio with a significant proportion of asset-based investments. Some of these asset-based investments, such as the renewable energy companies, the care homes and Radnor House School, are generating good income with potential for further increase as they mature. The Company made a number of new investments in the period and continues to see attractive new investment opportunities. The Board views this VCT as a long term tax-efficient savings product and, in this context, the Directors consider that the Company remains well positioned to deliver long term shareholder value.
Richard Huntingford | |
Chairman 27 February 2015 |
Responsibility statement
The Directors, Richard Huntingford, Rachel Beagles, Karen Brade and Penny Freer, are responsible for preparing the Half-yearly Financial Report. The Directors have chosen to prepare this Half-yearly Financial Report for the Group in accordance with International Financial Reporting Standards ("IFRS").
In preparing the summarised set of Financial Statements for the period to 31 December 2014 we, the Directors, confirm that to the best of our knowledge:
(a) the summarised set of Financial Statements has been prepared in accordance with International Accounting Standard
(IAS) 34 "Interim Financial Reporting" issued by the International Accounting Standards Board;
(b) the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year);
(c) the summarised set of Financial Statements give a true and fair view in accordance with IFRS of the assets, liabilities, financial position and of the profit and loss of the Group for the six months ended 31 December 2014 as required by DTR 4.2.4R, and comply with IFRS and Companies Act 2006; and
(d) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).
The accounting policies applied to the Half-yearly Financial Report have been consistently applied in current and prior periods and are those applied in the Annual Report and Financial Statements for the year ended 30 June 2014.
This Half-yearly Financial Report has not been audited or reviewed by the Auditor.
By order of the Board of Directors
Richard Huntingford
Chairman
27 February 2015
Portfolio of investments
The following is a summary of non-current investments with a value as at 31 December 2014:
As at 31 December 2014 (unaudited) | As at 30 June 2014 (audited) | ||||||||
Investment name | Nature of business | % voting rights | % voting rights of AVL* managed companies | Cost £'000 | Value £'000 | Cost £'000 | Value £'000 | Change in value for the period** £'000 | |
Unquoted asset-based investments | |||||||||
Radnor House School (Holdings) Limited | Independent school for children ages 7-18 | 9.0 | 50.0 | 1,546 | 2,916 | 1,564 | 2,808 | 213 | |
The Crown Hotel Harrogate Limited | Owner and operator of the Crown Hotel, Harrogate | 15.0 | 50.0 | 2,976 | 1,916 | 2,976 | 1,799 | 117 | |
Orchard Portman Group (Taunton Hospital Limited) | Owner and operator of a psychiatric hospital in Taunton | 6.1 | 50.0 | 971 | 1,464 | 924 | 1,160 | 256 | |
Kensington Health Clubs Limited | Owner and operator of a health and fitness club in West London | 7.8 | 50.0 | 1,807 | 1,031 | 1,789 | 1,068 | (54) | |
Kew Green VCT (Stansted) Limited | Owner and operator of the 'Holiday Inn Express' at Stansted Airport | 2.0 | 50.0 | 955 | 790 | 955 | 820 | (30) | |
Chonais Holdings Limited | Hydro-electric power generator | 4.2 | 50.0 | 775 | 787 | 417 | 419 | 10 | |
Infinite Ventures (Goathill) Limited | Wind power generator | 4.8 | 24.0 | 776 | 776 | - | - | - | |
The Charnwood Pub Company Limited | Owner and operator of freehold pubs | 6.9 | 50.0 | 1,932 | 701 | 1,987 | 766 | (10) | |
The Stanwell Hotel Limited | Owner and operator of the Stanwell Hotel at Heathrow Airport | 10.8 | 50.0 | 1,574 | 661 | 1,574 | 649 | 12 | |
The Street by Street Solar Programme Limited | Photovoltaic installations | 4.4 | 50.0 | 461 | 616 | 461 | 578 | 38 | |
Bravo Inns II Limited | Owner and operator of freehold pubs | 3.6 | 50.0 | 595 | 611 | 595 | 613 | (2) | |
Alto Prodotto Wind Limited | Wind power generator | 4.1 | 50.0 | 371 | 498 | 371 | 498 | - | |
TEG Biogas (Perth) Limited | Anaerobic digestion | 6.1 | 50.0 | 364 | 403 | 364 | 407 | (4) | |
Green Highland Renewables (Ledgowan) Limited | Hydro-electric power generator | 6.3 | 50.0 | 372 | 378 | 211 | 214 | 4 | |
Regenerco Renewable Energy Limited | Photovoltaic installations | 3.4 | 50.0 | 326 | 369 | 326 | 354 | 15 | |
Active Lives Care Limited | Owner and operator of a residential care home for the elderly in Oxford | 2.7 | 33.0 | 338 | 346 | 338 | 338 | 8 | |
Harvest AD Limited | Small scale anaerobic digestion project in Lincolnshire | - | - | 164 | 164 | 164 | 164 | - | |
Erin Solar Limited | Photovoltaic installations | 5.7 | 50.0 | 160 | 160 | 160 | 160 | - | |
Ryefield Court Care Limited | Owner and operator of a residential care home for the elderly in Greater London | 1.7 | 23.7 | 155 | 159 | 155 | 155 | 4 | |
Bravo Inns Limited | Owner and operator of freehold pubs | 2.6 | 50.0 | 230 | 146 | 230 | 145 | 1 | |
AVESI Limited | Photovoltaic installations | 3.8 | 50.0 | 117 | 129 | 117 | 125 | 4 | |
The Weybridge Club Limited | Owner and operator of a freehold health and fitness club in Surrey | 1.2 | 50.0 | 223 | 109 | 190 | 122 | (46) | |
Premier Leisure (Suffolk) Limited | Former freehold cinema owner | 5.4 | 47.4 | 420 | 92 | 420 | 88 | 3 | |
Greenenerco Limited | Wind power operator | 1.9 | 50.0 | 65 | 87 | 65 | 89 | (2) | |
Total unquoted asset- based investments | 17,673 | 15,309 | 16,353 | 13,539 | 537 |
As at 31 December 2014 (unaudited) | As at 30 June 2014 (audited) | ||||||||||
Investment name | Nature of business | % voting rights | % voting rights of AVL* managed companies | Cost £'000 | Value £'000 | Cost £'000 | Value** £'000 | Change in value for the period** £'000 | |||
Unquoted growth investments | |||||||||||
ELE Advanced Technologies Limited | Manufacturer of precision engineering components | 41.9 | 41.9 | 1,050 | 2,122 | 1,050 | 2,288 | (166) | |||
Lowcosttravelgroup Limited | Online travel business | 5.1 | 26.1 | 455 | 1,700 | 455 | 1,173 | 528 | |||
Blackbay Limited | Provider of mobile data solutions | 4.1 | 34.9 | 463 | 865 | 454 | 898 | (43) | |||
Mirada Medical Limited | Developer of medical imaging software | 6.5 | 45.0 | 208 | 688 | 193 | 739 | (66) | |||
Masters Pharmaceuticals Limited | International distribution of specialist pharmaceuticals | 2.9 | 20.8 | 380 | 549 | 380 | 525 | 24 | |||
Proveca Limited | Repositioning of paediatric medicines | 4.4 | 39.5 | 234 | 363 | 178 | 197 | 111 | |||
DySIS Medical Limited | Medical devices for the detection of epithelial cancers | 3.2 | 22.8 | 480 | 356 | 474 | 363 | (12) | |||
Rostima Holdings Limited | Provider of workforce management solutions software | 8.9 | 64.1 | 345 | 345 | 246 | 247 | - | |||
Relayware Limited | Business collaboration and communication solutions | 1.4 | 15.5 | 325 | 333 | 231 | 247 | (8) | |||
Process Systems Enterprise Limited | Provider of process systems modelling solutions | 1.3 | 19.8 | 124 | 320 | 124 | 320 | - | |||
Hilson Moran Holdings Limited | Multi-disciplinary engineering consultancy | 4.5 | 50.0 | 149 | 302 | 202 | 378 | (6) | |||
Aridhia Informatics Limited | Healthcare informatics and analysis | 0.8 | 6.7 | 323 | 275 | 270 | 277 | (55) | |||
Exco Intouch Limited | Mobile patient data solutions | 1.6 | 16.1 | 240 | 246 | - | - | 6 | |||
MyMeds&Me Limited | Software for managing pharmaceutical adverse events | 2.2 | 20.0 | 198 | 195 | 132 | 137 | (7) | |||
AMS Sciences Limited | Drug development services to the life- science industries | 3.7 | 31.8 | 193 | 183 | 187 | 188 | (11) | |||
memsstar Limited | Refurbisher of semiconductor fabrication equipment | 1.9 | 28.6 | 130 | 174 | 130 | 193 | (19) | |||
Cisiv Limited | Web-based solutions for healthcare data capture and management | 1.0 | 9.9 | 133 | 133 | 97 | 92 | 4 | |||
Omprompt Limited | Business to business integration software | 0.8 | 20.5 | 100 | 101 | - | - | 1 | |||
Egress Software Technologies Limited | Provider of cloud-based email and file encryption software | 0.8 | 22.6 | 80 | 95 | 80 | 80 | 15 | |||
Oxsensis Limited | Developer and producer of high temperature sensors | 1.4 | 20.6 | 213 | 94 | 213 | 93 | 1 | |||
Abcodia Limited | Services for validation and discovery of serum biomarkers | 1.3 | 21.4 | 62 | 62 | 57 | 57 | - | |||
Palm Tree Technology Limited | Software company | 0.2 | 0.7 | 102 | 62 | 102 | 62 | - | |||
Grapeshot Limited | Provider of digital marketing software | 0.5 | 12.7 | 55 | 55 | 55 | 55 | - | |||
Uctal Limited | TV production company | 24.2 | 24.2 | 555 | 52 | 555 | 50 | 2 | |||
Silent Herdsman Holdings Limited | Remote animal health monitoring | 3.3 | 34.0 | 102 | 46 | 82 | 82 | (56) | |||
Chichester Holdings Limited | Drinks distributor to the travel sector | 5.7 | 50.0 | 484 | 35 | 600 | 148 | 4 | |||
Sandcroft Avenue Limited | Provider of online gym passes, trading as PayasUgym.com | 0.2 | 5.3 | 14 | 12 | 10 | 10 | (2) | |||
Elements Software Limited | Provider of traceability software solutions | 0.7 | 4.5 | 4 | 4 | - | - | - | |||
Total unquoted growth investments | 7,201 | 9,767 | 6,557 | 8,899 | 245 | ||||||
Total unquoted investments | 24,874 | 25,076 | 22,910 | 22,438 | 782 |
As at 31 December 2014 (unaudited) | As at 30 June 2014 (audited) | |||||||
Investment name | Nature of business | % voting rights | voting rights of AVL* managed companies | Cost £'000 | Value £'000 | Cost £'000 | Value £'000 | Change in the value for the period** £'000 |
AIM quoted investments | ||||||||
Mi-Pay Group PLC | Provider of mobile payment services | 3.4 | 36.1 | 665 | 371 | 665 | 406 | (35) |
Augean PLC | Waste management | 0.4 | 0.4 | 593 | 191 | 593 | 161 | 31 |
Avanti Communications Group plc | Supplier of satellite communications | 0.1 | 0.1 | 136 | 169 | 271 | 329 | 4 |
Total AIM quoted investments | 1,394 | 731 | 1,529 | 896 | - | |||
Total investments | 26,268 | 25,807 | 24,439 | 23,334 | 782 | |||
Realised profit in current period | 410 | |||||||
Movement in loan stock accrued interest (net of disposals) | (18) | |||||||
Total gains on investments as per consolidated statement of comprehensive income | 1,174 |
* AVL is Albion Ventures LLP
** As adjusted for additions and disposals between the two accounting periods
The total comparative cost and valuations for 30 June 2014 do not agree to the Annual Report and Financial Statements for the year ended 30 June 2014 as the above list does not include brought forward investments that were fully disposed of in the period.
Non-current asset realisations | Cost £'000 | Opening carrying value £'000 | Disposal proceeds £'000 | Total realised gain/(loss) £'000 | Gain/(loss) on opening value £'000 |
Oakland Care Centre Limited | 1,913 | 3,060 | 3,346 | 1,433 | 286 |
Tower Bridge Health Clubs Limited | 304 | 854 | 947 | 643 | 93 |
House of Dorchester Limited | 199 | 355 | 355 | 156 | - |
Avanti Communications plc | 135 | 164 | 205 | 70 | 41 |
Chichester Holdings Limited (loan stock repayment) | 116 | 116 | 116 | - | - |
Radnor House School (Holdings) Limited (loan stock repayment) | 18 | 105 | 105 | 87 | - |
Hilson Moran Holdings Limited (loan stock repayment) | 54 | 71 | 73 | 19 | 2 |
The Charnwood Pub Company Limited (loan stock repayment) | 69 | 69 | 69 | - | - |
Dunedin Pub Company VCT Limited | 74 | 69 | 69 | (5) | - |
Helveta Limited | 150 | 22 | 4 | (146) | (18) |
Total non-current asset realisations | 3,032 | 4,885 | 5,289 | 2,257 | 404 |
Current asset realisations | |||||
Dexela Limited | - | 42 | 48 | 48 | 6 |
Total realisations | 3,032 | 4,927 | 5,337 | 2,305 | 410 |
Summary consolidated statement of comprehensive income
Unaudited | Unaudited | Audited | ||||||||||
six months ended 31 December 2014 | six months ended 31 December 2013 | year ended 30 June 2014 | ||||||||||
Revenue | Capital | Total | Revenue | Capital | Total | Revenue | Capital | Total | ||||
Notes | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |||
Gains on investments | 2 | - | 1,174 | 1,174 | - | 888 | 888 | - | 1,812 | 1,812 | ||
Investment income and deposit interest | 3 | 592 | - | 592 | 440 | - | 440 | 925 | - | 925 | ||
Investment management fees | 4 | (64) | (194) | (258) | (59) | (179) | (238) | (120) | (361) | (481) | ||
Other expenses | (142) | - | (142) | (134) | - | (134) | (280) | - | (280) | |||
Profit before taxation | 386 | 980 | 1,366 | 247 | 709 | 956 | 525 | 1,451 | 1,976 | |||
Taxation | - | - | - | - | - | - | - | - | - | |||
Profit and total comprehensive income for the period | 386 | 980 | 1,366 | 247 | 709 | 956 | 525 | 1,451 | 1,976 | |||
Basic and diluted return per Ordinary share (pence)* | 6 | 0.42 | 1.07 | 1.49 | 0.29 | 0.85 | 1.14 | 0.61 | 1.67 | 2.28 |
* excluding treasury shares
Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 31 December 2013 and the audited statutory accounts for the year ended 30 June 2014.
The accompanying notes form an integral part of this Half-yearly Financial Report.
The total column of this statement represents the Group's Statement of comprehensive income, prepared in accordance with International Financial Reporting Standards ('IFRS'). The supplementary revenue and capital reserve columns are prepared under guidance published by The Association of Investment Companies.
All revenue and capital items in the above statement derive from continuing operations and are wholly attributable to the parent company.
Summary consolidated statement of financial position
Unaudited | Audited | ||
31 December 2014 | 30 June 2014 | ||
Notes | £'000 | £'000 | |
Non-current assets | |||
Investments | 7 | 25,807 | 27,689 |
Current assets | |||
Trade and other receivables | 362 | 74 | |
Current asset investments | - | 42 | |
Cash and cash equivalents | 3,675 | 1,466 | |
4,037 | 1,582 | ||
Total assets | 29,844 | 29,271 | |
Current liabilities | |||
Trade and other payables | (338) | (221) | |
Net assets | 29,506 | 29,050 | |
Equity attributable to equity holders | |||
Ordinary share capital | 8 | 10,154 | 10,006 |
Share premium | 5,837 | 5,527 | |
Capital redemption reserve | 1,415 | 1,415 | |
Unrealised capital reserve | (473) | 657 | |
Realised capital reserve | 2,255 | 145 | |
Other distributable reserve | 10,318 | 11,300 | |
Total equity shareholders' funds | 29,506 | 29,050 | |
Basic and diluted net asset value per share (pence)* | 32.28 | 32.04 |
* excluding treasury shares
Comparative figures have been extracted from the audited statutory accounts for the year ended 30 June 2014.
The accompanying notes form an integral part of this Half-yearly Financial Report.
These Financial Statements were agreed by the Board of Directors, and authorised for issue on 27 February 2015 and were signed on its behalf by
Richard Huntingford
Chairman
Company number 03495287
Summary Company statement of financial position
Unaudited | Audited | ||
31 December 2014 | 30 June 2014 | ||
Notes | £'000 | £'000 | |
Fixed assets | |||
Fixed asset investments | 7 | 25,807 | 27,689 |
Investment in subsidiary undertakings | 15,556 | 15,095 | |
41,363 | 42,784 | ||
Current assets | |||
Trade and other debtors | 362 | 74 | |
Current asset investments | - | 42 | |
Cash at bank and in hand | 3,617 | 1,410 | |
3,979 | 1,526 | ||
Creditors: amounts falling due within one year | (15,836) | (15,260) | |
Net current assets | (11,857) | (13,734) | |
Net assets | 29,506 | 29,050 | |
Capital and reserves | |||
Ordinary share capital | 8 | 10,154 | 10,006 |
Share premium | 5,837 | 5,527 | |
Capital redemption reserve | 1,415 | 1,415 | |
Unrealised capital reserve | 25 | 695 | |
Realised capital reserve | 2,046 | (64) | |
Other distributable reserve | 10,029 | 11,471 | |
Total equity shareholders' funds | 29,506 | 29,050 | |
Basic and diluted net asset value per share (pence)* | 32.28 | 32.04 |
* excluding treasury shares
Comparative figures have been extracted from the statutory accounts for the year ended 30 June 2014.
The accompanying notes form an integral part of this Half-yearly Financial Report.
These Financial Statements were approved by the Board of Directors, and authorised for issue on 27 February 2015 and were signed on its behalf by
Richard Huntingford
Chairman
Company number 03495287
Summary consolidated statement of changes in equity
Ordinary share capital £'000 | Share premium £'000 | Capital redemption reserve £'000 | Unrealised capital reserve £'000 | Realised capital reserve £'000 | Other distributable reserve £'000 | Total £'000 | |
As at 1 July 2014 (audited) | 10,006 | 5,527 | 1,415 | 657 | 145 | 11,300 | 29,050 |
Profit and total comprehensive income | - | - | - | 764 | 216 | 386 | 1,366 |
Transfer of previously unrealised capital gains on sale of investments | - | - | - | (1,894) | 1,894 | - | - |
Dividends paid | - | - | - | - | - | (1,142) | (1,142) |
Purchase of own shares for treasury (including costs) | - | - | - | - | - | (226) | (226) |
Issue of equity (net of costs) | 148 | 310 | - | - | - | - | 458 |
As at 31 December 2014 (unaudited) | 10,154 | 5,837 | 1,415 | (473) | 2,255 | 10,318 | 29,506 |
As at 1 July 2013 (audited) | 9,300 | 3,756 | 1,283 | (1,690) | 1,041 | 13,476 | 27,166 |
Profit and total comprehensive income | - | - | - | 666 | 43 | 247 | 956 |
Transfer of previously unrealised capital gains on sale of investments | - | - | - | (223) | 223 | - | - |
Dividends paid | - | - | - | - | - | (1,052) | (1,052) |
Purchase of own shares for cancellation (including costs) | (85) | - | 85 | - | - | (255) | (255) |
Issue of equity (net of costs) | 25 | 51 | - | - | - | - | 76 |
As at 31 December 2013 (unaudited) | 9,240 | 3,807 | 1,368 | (1,247) | 1,307 | 12,416 | 26,891 |
As at 1 July 2013 (audited) | 9,300 | 3,756 | 1,283 | (1,690) | 1,041 | 13,476 | 27,166 |
Profit and total comprehensive income | - | - | - | 1,823 | (372) | 525 | 1,976 |
Transfer of previously unrealised capital losses on sale or write off of investments | - | - | - | 524 | (524) | - | - |
Dividends paid | - | - | - | - | - | (2,132) | (2,132) |
Purchase of own shares for treasury (including costs) | - | - | - | - | - | (174) | (174) |
Purchase of own shares for cancellation (including costs) | (132) | - | 132 | - | - | (395) | (395) |
Issue of equity (net of costs) | 838 | 1,771 | - | - | - | - | 2,609 |
As at 30 June 2014 (audited) | 10,006 | 5,527 | 1,415 | 657 | 145 | 11,300 | 29,050 |
Summary Company reconciliation of movements in shareholders' funds
Ordinary share capital £'000 | Share premium £'000 | Capital redemption reserve £'000 | Unrealised capital reserve £'000 | Realised capital reserve* £'000 | Other distributable reserve* £'000 | Total £'000 | |
As at 1 July 2014 (audited) | 10,006 | 5,527 | 1,415 | 695 | (64) | 11,471 | 29,050 |
Return/(loss) for the period | - | - | - | 764 | 216 | (74) | 906 |
Revaluation of investment in subsidiaries | - | - | - | 460 | - | - | 460 |
Transfer of previously unrealised capital gains on sale of investments | - | - | - | (1,894) | 1,894 | - | - |
Dividends paid | - | - | - | - | - | (1,142) | (1,142) |
Purchase of own shares for treasury (including costs) | - | - | - | - | - | (226) | (226) |
Issue of equity (net of costs) | 148 | 310 | - | - | - | - | 458 |
As at 31 December 2014 (unaudited) | 10,154 | 5,837 | 1,415 | 25 | 2,046 | 10,029 | 29,506 |
As at 1 July 2013 (audited) | 9,300 | 3,756 | 1,283 | (167) | 832 | 12,162 | 27,166 |
Return for the period | - | - | - | 666 | 43 | 1,221 | 1,930 |
Revaluation of investment in subsidiaries | - | - | - | (974) | - | - | (974) |
Transfer of previously unrealised capital gains on sale of investments | - | - | - | (223) | 223 | - | - |
Dividends paid | - | - | - | - | - | (1,052) | (1,052) |
Purchase of own shares for cancellation (including costs) | (85) | - | 85 | - | - | (255) | (255) |
Issue of equity (net of costs) | 25 | 51 | - | - | - | - | 76 |
As at 31 December 2013 (unaudited) | 9,240 | 3,807 | 1,368 | (698) | 1,098 | 12,076 | 26,891 |
| |||||||
As at 1 July 2013 (audited) | 9,300 | 3,756 | 1,283 | (167) | 832 | 12,162 | 27,166 |
Return/(loss) for the year | - | - | - | 1,823 | (372) | 2,010 | 3,461 |
Revaluation of investment in subsidiaries | - | - | - | (1,485) | - | - | (1,485) |
Transfer of previously unrealised losses on sale or write off of investments | - | - | - | 524 | (524) | - | - |
Dividends paid in year | - | - | - | - | - | (2,132) | (2,132) |
Purchase of shares for treasury (including costs) | - | - | - | - | - | (174) | (174) |
Purchase of own shares for cancellation (including costs) | (132) | - | 132 | - | - | (395) | (395) |
Issue of equity (net of costs) | 838 | 1,771 | - | - | - | - | 2,609 |
As at 30 June 2014 (audited) | 10,006 | 5,527 | 1,415 | 695 | (64) | 11,471 | 29,050 |
* Included within these reserves is an amount of £12,075,000 (31 December 2013: £12,476,000; 30 June 2014: £11,407,000) which is distributable.
Summary consolidated statement of cash flows
Note | Unaudited six months ended 31 December 2014 £'000 | Unaudited six months ended 31 December 2013 £'000 | Audited year ended 30 June 2014 £'000 | |
Operating activities | ||||
Investment income received | 559 | 417 | 880 | |
Deposit interest received | 8 | 13 | 18 | |
Dividend income received | 6 | 6 | 29 | |
Investment management fees paid | (117) | (238) | (473) | |
Other cash payments | (161) | (166) | (267) | |
Net cash flows from operating activities | 9 | 295 | 32 | 187 |
Cash flows from investing activities | ||||
Purchase of non-current asset investments | (2,261) | (1,272) | (2,539) | |
Disposal of non-current asset investments | 5,036 | 996 | 1,129 | |
Disposal of current asset investments | 48 | - | - | |
Net cash flow from investing activities | 2,823 | (276) | (1,410) | |
Cash flows from financing activities | ||||
Equity dividends paid (net of costs of issuing shares under Dividend Reinvestment Scheme) | (1,023) | (975) | (1,966) | |
Issue of share capital (net of issue costs) | 340 | - | 2,444 | |
Purchase of shares for treasury | (226) | (255) | (174) | |
Purchase of shares for cancellation | - | - | (395) | |
Net cash flows used in financing activities | (909) | (1,230) | (91) | |
Increase/(decrease) in cash and cash equivalents | 2,209 | (1,474) | (1,314) | |
Cash and cash equivalents at the start of the period | 1,466 | 2,780 | 2,780 | |
Cash and cash equivalents at the end of the period | | 3,675 | 1,306 | 1,466 |
Summary Company cashflow statement
Note | Unaudited six months ended 31 December 2014 £'000 | Unaudited six months ended 31 December 2013 £'000 | Audited year ended 30 June 2014 £'000 | |
Operating activities | ||||
Loan stock income received | 559 | 417 | 880 | |
Deposit interest received | 8 | 13 | 18 | |
Dividend income received | 455 | 1,933 | 3,416 | |
Investment management fees paid | (117) | (238) | (473) | |
Intercompany interest paid | (449) | (1,927) | (3,387) | |
Other cash payments | (161) | (166) | (267) | |
Net cash flow from operating activities | 9 | 295 | 32 | 187 |
Taxation | ||||
UK corporation tax | - | - | - | |
Capital expenditure and financial investments | ||||
Purchase of fixed asset investments | (2,261) | (1,272) | (2,539) | |
Disposal of fixed asset investments | 5,036 | 996 | 1,129 | |
Disposal of current asset investments | 48 | - | - | |
Net cash flow from investing activities | 2,823 | (276) | (1,410) | |
Equity dividends paid | ||||
Dividends paid (net of costs of shares issued under the dividend reinvestment scheme and unclaimed dividends returned) | (1,023) | (975) | (1,966) | |
Net cash flow before financing | 2,095 | (1,219) | (3,189) | |
Financing activities | ||||
Issue of share capital (net of issue costs) | 340 | - | 2,444 | |
Purchase of own shares for treasury (including costs) | (226) | (255) | (174) | |
Purchase of own shares for cancellation (including costs) | - | - | (395) | |
Net cash flow from financing | 114 | (255) | 1,875 | |
Cash flow in the year | 2,209 | (1,474) | (1,314) |
Notes to the unaudited summarised Financial Statements for the six months ended 31 December 2014
1. Accounting policies
The following policies refer to the Group and the Company except where noted. References to International Financial Reporting Standards ('IFRS') relate to the Group Financial Statements and UK Generally Accepted Accounting Practice ('UK GAAP') relate to the Company Financial Statements.
Basis of accounting
The Half-yearly Financial Report has been prepared in accordance with IFRS adopted for use in the European Union (and therefore comply with Article 4 of the EU IAS regulation), in the case of the Group, and in accordance with UK GAAP in the case of the Company. This Half-yearly Financial Report has been prepared in accordance with IAS 34 'Interim Financial Reporting'.
Both the Group and the Company Financial Statements also apply the Statement of Recommended Practice: "Financial Statements of Investment Companies and Venture Capital Trusts" ('SORP') issued by the Association of Investment Companies ("AIC") in January 2009, in so far as this does not conflict with IFRS. The Financial Statements have been prepared in accordance with those parts of the Companies Act 2006 applicable to the companies reporting under IFRS and UK GAAP. The information in this document does not include all of the disclosures required by IFRS and SORP in full annual Financial Statements, and it should be read in conjunction with the consolidated Financial Statements of the Group for the year ended 30 June 2014. This Half-yearly financial information has been prepared applying the accounting policies and presentation that were applied in the preparation of the Group's published consolidated Financial Statements for the year ended 30 June 2014.
These Financial Statements are presented in Sterling to the nearest thousand. Accounting policies have been applied consistently in current and prior periods.
Basis of consolidation
The Group consolidated Financial Statements incorporate the Financial Statements of the Company for the period ended 31 December 2014 and the entities controlled by the Company (its subsidiaries), for the same period. Where necessary, adjustments are made to the Financial Statements of subsidiaries to bring the accounting policies into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.
As permitted by Section 408 of the Companies Act 2006, the Company has not presented its own profit and loss account. The amount of the Company's profit before tax for the period dealt within the accounts of the Group is £906,000 (31 December 2013: £1,930,000; 30 June 2014: £3,461,000).
Segmental reporting
The Directors are of the opinion that the Group and the Company are engaged in a single operating segment of business, being investment in equity and debt. The Group and the Company report to the Board which acts as the chief decision maker. The Group invests in smaller companies principally based in the UK.
Business combinations
The acquisition of subsidiaries is accounted for using the purchase method in the Group Financial Statements. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the subsidiaries, plus any costs directly attributable to the business combination. The subsidiary's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 "Business Combinations" are recognised at their fair value at the acquisition date.
Estimates
The preparation of the Group and Company's Half-yearly Financial Report requires estimates, assumptions and judgments to be made, which affect the reported results and balances. Actual outcomes may differ from these estimates, with a consequential impact on the results of future periods. Those estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are those used to determine the fair value of investments at fair value through profit or loss.
The valuation of investments held at fair value through the profit or loss or measured in assessing any impairment of loan stocks is determined by using valuation techniques. The Group and the Company use judgments to select a variety of methods and makes assumptions that are mainly based on market conditions at each balance sheet date.
Investment in subsidiaries
Investments in subsidiaries are revalued at the balance sheet date based on the underlying net assets of the subsidiary undertakings. Revaluation movements are recognised in the unrealised reserve.
The Directors have not yet made a formal decision on the future of CP2 VCT PLC, but the parent Company has undertaken to support the ongoing operations of the subsidiary company.
Non-current asset investments
Quoted and unquoted equity investments, debt issued at a discount and convertible bonds
In accordance with IAS 39 'Financial Instruments: Recognition and Measurement', and FRS 26 'Financial Instruments: Recognition and Measurement', quoted and unquoted equity, debt issued at a discount and convertible bonds are designated as fair value through profit or loss ('FVTPL'). Investments listed on recognised exchanges are valued at the closing bid prices at the end of the accounting period. Unquoted investments' fair value is determined by the Directors in accordance with the International Private Equity and Venture Capital Valuation Guidelines (IPEVCV guidelines).
Fair value movements and gains and losses arising on the disposal of investments are reflected in the capital column of the Statement of comprehensive income in accordance with the AIC SORP. Realised gains or losses on the sale of investments will be reflected in the realised capital reserve, and unrealised gains or losses arising from the revaluation of investments will be reflected in the unrealised capital reserve.
Warrants and unquoted equity derived instruments
Warrants and unquoted equity derived instruments are only valued if there is deemed to be additional value to the Company in exercising or converting as at the balance sheet date. Otherwise these instruments are held at nil value. The valuation techniques used are those used for the underlying equity investment.
Unquoted loan stock
Unquoted loan stock (excluding debt issued at a discount and convertible bonds) is classified as loans and receivables as permitted by IAS 39 and FRS 26 and measured at amortised cost using the effective interest rate method less impairment. Movements in the amortised cost relating to interest income are reflected in the revenue column of the Statement of comprehensive income, and hence are reflected in the other distributable reserve, and movements in respect of capital provisions are reflected in the capital column of the Statement of comprehensive income and are reflected in the realised capital reserve following sale, or in the unrealised capital reserve for impairments arising from revaluations of the fair value of the security.
For all unquoted loan stock, fully performing, past due or impaired, the Board considers that the fair value is equal to or greater than the security value of these assets. For unquoted loan stock, the amount of the impairment is the difference between the asset's cost and the present value of estimated future cash flows, discounted at the original effective interest rate. The future cash flows are estimated based on the fair value of the security held less estimated selling costs.
Investments are recognised as financial assets on legal completion of the investment contract and are de-recognised on legal completion of the sale of an investment.
Dividend income is not recognised as part of the fair value movement of an investment, but is recognised separately as investment income through the other distributable reserve when a share becomes ex-dividend.
Loan stock accrued interest is recognised in the Balance sheet as part of the carrying value of the loans and receivables at the end of each reporting period.
In accordance with the exemptions under IAS 28 "Investments in associates" and FRS 9 "Associates and joint ventures", those undertakings in which the Group or Company holds more than 20 per cent. of the equity as part of an investment portfolio are not accounted for using the equity method.
Current asset investments
Contractual future contingent receipts on the disposal of fixed asset investments are designated at fair value through profit and loss and are subsequently measured at fair value.
Investment income
Quoted and unquoted equity income
Dividend income is included in revenue when the investment is quoted ex-dividend.
Unquoted loan stock income
Fixed returns on non-equity shares and debt securities are recognised on a time apportionment basis using an effective interest rate over the life of the financial instrument. Income which is not capable of being received within a reasonable period of time is reflected in the capital value of the investment.
Bank interest income
Interest income is recognised on an accruals basis using the rate of interest agreed with the bank.
Investment management fees, performance incentive fees and other expenses
All expenses have been accounted for on an accruals basis. Expenses are charged through the revenue column of the Statement of comprehensive income, except for management fees and performance incentive fees which are allocated in part to the capital column of the Statement of comprehensive income, to the extent that these relate to the maintenance or enhancement in the value of the investments and in line with the Board's expectation that over the long term 75 per cent. of the Group's investment returns will be in the form of capital gains.
Issue costs
Issue costs associated with the allotment of share capital have been deducted from the share premium account.
Taxation
Taxation is applied on a current basis in accordance with IAS 12 "Income taxes" and FRS 16 "Current tax". Taxation associated with capital expenses is applied in accordance with the SORP. Deferred taxation is provided in full on temporary differences and timing differences that result in an obligation at the balance sheet date to pay more tax or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the Financial Statements. Temporary differences arise from differences between the carrying amounts of assets and liabilities for financial reporting and the amounts used for taxation purposes. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which unused tax losses and credits can be utilised. Deferred tax assets and liabilities are not discounted.
Dividends
In accordance with IAS 10 and FRS 21 "Events after the balance sheet date", dividends are accounted for in the period in which the dividend is declared.
Reserves
Share premium reserve
This reserve accounts for the difference between the price paid for the Company's shares and the nominal value of the shares, less issue costs and transfers to the other distributable reserve.
Capital redemption reserve
This reserve accounts for amounts by which the issued share capital is diminished through the repurchase and cancellation of the Company's own shares.
Unrealised capital reserve
Increases and decreases in the valuation of investments held at the year end, against cost are included in this reserve.
Realised capital reserve
The following are disclosed in this reserve:
Other distributable reserve
This reserve accounts for movements from the revenue column of the Statement of comprehensive income, the payment of dividends, the buyback of shares and other non-capital realised movements.
2. Gains on investments
Unaudited six months ended 31 December 2014 £'000 | Unaudited six months ended 31 December 2013 £'000 | Audited year ended 30 June 2014 £'000 | |
Unrealised gains on investments held at fair value through profit or loss | 706 | 891 | 1,780 |
Unrealised reversal of impairments/(impairments) measured at amortised cost | 58 | (18) | 22 |
Unrealised gains on non-current asset investments | 764 | 873 | 1,802 |
Unrealised gains on current asset investments held at fair value through profit or loss | - | 7 | 21 |
Unrealised gains on investments | 764 | 880 | 1,823 |
Realised gains on investments held at fair value through profit or loss | 540 | 5 | - |
Realised (losses)/gains on investments measured at amortised cost | (136) | 3 | (11) |
Realised gains/(losses) on non-current asset investments | 404 | 8 | (11) |
Realised gains on current asset investments held at fair value through profit or loss | 6 | - | - |
Realised gains/(losses) on investments | 410 | 8 | (11) |
1,174 | 888 | 1,812 |
Investments measured at amortised cost are unquoted loan stock investments.
3. Investment income and deposit interest
Unaudited six months ended 31 December 2014 £'000 | Unaudited six months ended 31 December 2013 £'000 | Audited year ended 30 June 2014 £'000 | |
Income recognised on investments held at fair value through profit or loss | |||
Interest on convertible bonds and debt issued at a discount | 136 | 59 | 145 |
UK dividend income | 6 | 6 | 29 |
142 | 65 | 174 | |
Income recognised on investments measured at amortised cost | |||
Return on loan stock investments | 442 | 363 | 732 |
Bank deposit interest | 8 | 12 | 19 |
450 | 375 | 751 | |
592 | 440 | 925 |
4. Investment management fees
Unaudited six months ended 31 December 2014 | Unaudited six months ended 31 December 2013 | Audited year ended 30 June 2014 | |||||||
Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | |
Investment management fee | 64 | 194 | 258 | 59 | 179 | 238 | 120 | 361 | 481 |
Further details of the management agreement under which the investment management fee is paid are given on page 10 of the Strategic report in the Annual Report and Financial Statements for the year ended 30 June 2014.
During the period, services of a total value of £283,000 (six months ended 31 December 2013: £263,000; year ended 30 June 2014: £531,000) were purchased by the Company from Albion Ventures LLP; comprising £258,000 management fee and £25,000 administration fee. At the financial period end, the amount due to Albion Ventures LLP disclosed as payables was £281,000 (administration fee accrual £13,000, management fee accrual £268,000) (31 December 2013: £131,000; 30 June 2014: £139,500).
Albion Ventures LLP is, from time to time, eligible to receive transaction fees and Directors' fees from portfolio companies. During the period to 31 December 2014, fees of £73,500 attributable to the investments of the Company were received pursuant to these arrangements (30 June 2014: £67,000).
Albion Ventures LLP, the Manager, holds 1,256 Ordinary shares as a result of the fractional entitlement arising on the merger of Crown Place VCT PLC, CP1 VCT PLC and CP2 VCT PLC on 13 January 2006. In addition, Albion Ventures LLP holds a further 16,909 Ordinary shares in the Company.
5. Dividends
Unaudited six months ended 31 December 2014 £'000 | Unaudited six months ended 31 December 2013 £'000 | Audited year ended 30 June 2014 £'000 | |
First dividend paid on 29 November 2013 (1.25 pence per share) | - | 1,053 | 1,053 |
Second dividend paid on 31 March 2014 (1.25 pence per share) | - | - | 1,079 |
First dividend paid on 28 November 2014 (1.25 pence per share) | 1,142 | - | - |
1,142 | 1,053 | 2,132 |
In addition, the Board has declared a second dividend of 1.25 pence per share for the year ending 30 June 2015. This will be paid on 31 March 2015 to shareholders on the register as at 6 March 2015. This is expected to amount to approximately £1,195,000.
6. Basic and diluted return per Ordinary share
Unaudited six months ended 31 December 2014 | Unaudited six months ended 31 December 2013 | Audited year ended 30 June 2014 | |||||||
Revenue | Capital | Total | Revenue | Capital | Total | Revenue | Capital | Total | |
Return attributable to equity shares (£'000) | 386 | 980 | 1,366 | 247 | 709 | 956 | 525 | 1,451 | 1,976 |
Weighted average shares in issue (excluding treasury shares) | 91,562,540 | 84,001,584 | 86,017,237 | ||||||
Return attributable per Ordinary share (pence) (basic and diluted) | 0.42 | 1.07 | 1.49 | 0.29 | 0.85 | 1.14 | 0.61 | 1.67 | 2.28 |
The return per share has been calculated excluding treasury shares of 10,131,410 (31 December 2013: 8,794,410; 30 June 2014: 9,376,410).
There are no convertible instruments, derivatives or contingent share agreements in issue, and therefore no dilution affecting the return per share. The basic return per share is therefore the same as the diluted return per share.
7. Non-current asset investments
Unaudited 31 December 2014 £'000 | Audited 30 June 2014 £'000 | |
Investments held at fair value through profit or loss | 16,770 | 16,692 |
Investments measured at amortised cost | 9,037 | 10,997 |
25,807 | 27,689 |
8. Ordinary share capital
Unaudited 31 December 2014 £'000 | Audited 30 June 2014 £'000 | |
Allotted, called up and fully paid | ||
101,537,552 Ordinary shares of 10p each (30 June 2014: 100,057,224) | 10,154 | 10,006 |
Voting rights | ||
91,406,142 Ordinary shares of 10p each (30 June 2014: 90,680,814) |
The Company purchased 755,000 Ordinary shares for treasury during the period at a cost of £226,000 (year ended 30 June 2014: 582,000 shares at a cost of £174,000). The total number of shares held in treasury as at 31 December 2014 was 10,131,410 (30 June 2014: 9,376,410).
During the period, the Company did not purchase any Ordinary shares for cancellation (year ended 30 June 2014: 1,317,000 shares at a cost of £395,000).
Under the terms of the Dividend Reinvestment Scheme dated 26 February 2009, the following Ordinary shares of nominal value 10 pence per share were allotted during the period:
Allotment date | Number of shares allotted | Aggregate nominal value of shares (£'000) | Issue price (pence per share) | Net consideration received (£'000) | Opening market price on allotment (pence per share) |
28 November 2014 | 389,584 | 39 | 30.79 | 118 | 30.00 |
The Company issued the following Ordinary shares of nominal value 10 pence per share under the Albion VCTs Top Up Offers 2013/2014 and the Albion VCTs Prospectus Top Up Offers 2013/2014:
Allotment date | Number of shares allotted | Aggregate nominal value of shares (£'000) | Issue price (pence per share) | Net consideration received (£'000) | Opening market price on allotment (pence per share) |
4 July 2014 | 23,321 | 2 | 31.80 | 7 | 30.00 |
4 July 2014 | 12,538 | 1 | 31.90 | 4 | 30.00 |
4 July 2014 | 101,104 | 10 | 32.10 | 32 | 30.00 |
4 July 2014 (Prospectus) | 953,781 | 95 | 32.10 | 297 | 30.00 |
1,090,744 | 109 | 340 |
9. Reconciliation of revenue return on ordinary activities before taxation to net cashflow from operating activities
Group and Company | Unaudited six months ended 31 December 2014 £'000 | Unaudited six months ended 31 December 2013 £'000 | Audited year ended 30 June 2014 £'000 |
Revenue return before tax | 386 | 247 | 525 |
Capitalised expenses | (194) | (179) | (361) |
(Increase)/decrease in accrued amortised loan stock interest | (18) | 2 | 20 |
Decrease in receivables | 7 | 8 | - |
Increase/(decrease) in payables | 114 | (46) | 3 |
Net cash flow from operating activities | 295 | 32 | 187 |
10. Contingencies and guarantees
There are no external contingencies for or guarantees by the Group or Company as at 31 December 2014 (30 June 2014: nil).
As at 31 December 2014 the Company had the following financial commitments in respect of investments totalling £1,014,000:
Under the terms of the Transfer Agreement dated 16 January 2006, the Company has indemnified its subsidiaries, CP1 VCT PLC and CP2 VCT PLC in respect of all costs, claims and liabilities in exchange for the transfer of assets.
11. Post balance sheet events
Since 31 December 2014, the Company has completed the following transactions:
Albion VCTs Prospectus Top Up Offers 2014/2015
On 17 November 2014 the Company announced the publication of a prospectus in relation to an offer for subscription for new Ordinary shares. A Securities Note, which forms part of the prospectus, has been sent to shareholders.
A copy of the prospectus may be obtained from www.albion-ventures.co.uk.
The following Ordinary shares of nominal value 10 pence per share were allotted under the Offers since the period end:
Allotment date | Number of shares allotted | Aggregate nominal value of shares (£'000) | Issue price (pence per share) | Net consideration received (£'000) | Opening market price on allotment date (pence per share) |
30 January 2015 | 2,763,025 | 276 | 31.80 | 861 | 30.00 |
30 January 2015 | 1,451,111 | 145 | 32.00 | 453 | 30.00 |
4,214,136 | 421 | 1,314 |
12. Risks and uncertainties
The Board considers that the Company faces the following major risks and uncertainties:
1. Economic risk
Changes in economic conditions, including, for example, interest rates, rates of inflation, industry conditions, competition, political and diplomatic events and other factors could substantially and adversely affect the Company's prospects in a number of ways.
To reduce this risk, in addition to investing equity in portfolio companies, the Company often invests in fixed interest secured loan stock and has a policy of not normally permitting any external bank borrowings within portfolio companies. Additionally, the Manager has been rebalancing the sector exposure of the portfolio with a view to reducing reliance on consumer led sectors.
2. Investment risk
This is the risk of investment in poor quality assets which reduces the capital and income returns to shareholders, and negatively impacts on the Company's reputation. By nature, smaller unquoted businesses, such as those that qualify for venture capital trust purposes, are more fragile than larger, long established businesses. The success of investments in certain sectors is also subject to regulatory risk, such as those affecting companies involved in UK renewable energy.
To reduce this risk, the Board places reliance upon the skills and expertise of the Manager in investing in this segment of the market. In addition, the Manager operates a formal and structured investment process, which includes an Investment Committee comprising investment professionals from the Manager and at least one external investment professional. The Manager also invites, and takes account of, comments from non-executive Directors of the Company on investments discussed at the Investment Committee meetings. Investments are actively and regularly monitored by the Manager (investment managers normally sit on portfolio company boards) and the Board receives detailed reports on each investment as part of the Manager's report at quarterly board meetings. It is the policy of the Company for portfolio companies to not normally have external borrowings. The Board and the Manager closely monitor regulatory changes in the sectors in which the Company is invested.
3.Valuation risk
The Company's investment valuation methodology is reliant on the accuracy and completeness of information that is issued by portfolio companies. In particular, the Directors may not be aware of or take into account certain events or circumstances which occur after the information issued by such companies is reported.
As described in note 1 of the Financial Statements, the unquoted equity investments, convertible loan stock and debt issued at a discount held by the Company are measured at fair value through profit or loss and valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines. These guidelines set out recommendations, intended to represent current best practice on the valuation of venture capital investments. These investments are valued on the basis of forward looking estimates and judgments about the business itself, its market and the environment in which it operates, together with the state of the mergers and acquisitions market, stock market conditions and other factors. In making these judgments the valuation takes into account all known material facts up to the date of approval of the Financial Statements by the Board. All other unquoted loan stock is measured at amortised cost. The values of a number of investments are also underpinned by independent third party professional valuations.
4. Venture Capital Trust approval risk
The Company's current approval as a venture capital trust allows investors to take advantage of tax reliefs on initial investment and ongoing tax free capital gains and dividend income. Failure to meet the qualifying requirements could result in investors losing the tax relief on initial investment and loss of tax relief on any tax-free income or capital gains received. In addition, failure to meet the qualifying requirements could result in a loss of listing of the shares.
To reduce this risk, the Board has appointed the Manager, which has a team with significant experience in venture capital trust management, used to operating within the requirements of the venture capital trust legislation. In addition, to provide further formal reassurance, the Board has appointed Robertson Hare LLP as its taxation adviser. Robertson Hare LLP report quarterly to the Board to independently confirm compliance with the venture capital trust legislation, to highlight areas of risk and to inform on changes in legislation. Each investment in a new portfolio company is also pre-cleared with H.M. Revenue & Customs.
5. Compliance risk
The Company is listed on The London Stock Exchange and is required to comply with the rules of the UK Listing Authority, as well as with the Companies Act, Accounting Standards and other legislation. Failure to comply with these regulations could result in a delisting of the Company's shares, or other penalties under the Companies Act or from financial reporting oversight bodies.
The Board and the Manager receive regular updates on new regulation from its auditor, lawyers and other professional bodies. Directors and the Manager have experience of operating or advising at senior levels within quoted businesses.
6. Internal control risk
Failures in key controls, within the Board or within the Manager's business, could put assets of the Group and the Company at risk or result in reduced or inaccurate information being passed to the Board or to shareholders.
The Audit and Risk Committee meets with the Manager's internal auditors, PKF Littlejohn LLP when required, receiving a report regarding the last formal internal audit performed on the Manager, and providing the opportunity for the Audit and Risk Committee to ask specific and detailed questions. Karen Brade as Chairman of the Audit and Risk Committee has met with the internal audit partner of PKF Littlejohn LLP in January 2015 to discuss the most recent internal audit report completed on the Manager. The Manager has a comprehensive business continuity plan in place in the event that operational continuity is threatened. Further details regarding the Board's management and review of the Group's internal controls through the implementation of the Turnbull guidance are detailed on page 29 of the Annual Report and Financial Statements for the year ended 30 June 2014.
Measures are in place to mitigate information risk in order to ensure the integrity, availability and confidentiality of information used within the business.
7. Reliance upon third parties risk
The Group and the Company are reliant upon the services of Albion Ventures LLP for the provision of investment management and administrative functions. There are provisions within the management agreement for the change of Manager under certain circumstances (for more detail, see the management agreement paragraph on page 10 of the Annual Report and Financial Statements for the year ended 30 June 2014). In addition, the Manager has demonstrated to the Board that there is no undue reliance placed upon any one individual within Albion Ventures LLP.
8. Financial risks
By its nature, as a venture capital trust, the Company is exposed to investment risk (which comprises investment price risk and cash flow interest rate risk), credit risk and liquidity risk. The Company's policies for managing these risks and its financial instruments are outlined in full in note 18 to the Annual Report and Financial Statements for the year ended 30 June 2014.
All of the Group's income and expenditure is denominated in sterling and hence the Group has no foreign currency risk. The Group is financed through equity and does not have any borrowings. The Group does not use derivative financial instruments for speculative purposes.
13. Related party transactions
There are no related party transactions or balances requiring disclosure.
14. Other information
The information set out in the Half-yearly Financial Report does not constitute the Group's statutory accounts within the terms of section 434 of the Companies Act 2006 for the periods ended 31 December 2014 and 31 December 2013 and is unaudited. The financial information for the year ended 30 June 2014 does not constitute statutory accounts within the terms of section 434 of the Companies Act 2006 and is derived from the statutory accounts for the financial year, which have been delivered to the Registrar of Companies. The Auditor's report on those accounts was unqualified and did not contain statements under s498 (2) or (3) of the Companies Act 2006.
15. Publication
This Half-yearly Financial Report is being sent to shareholders and copies will be made available to the public at the registered office of the Company, Companies House, the National Storage Mechanism and also electronically at http://www.albion-ventures.co.uk/ourfunds/CRWN.htm .
Shareholder returns for CP1 VCT PLC (previously Murray VCT PLC) and CP2 VCT PLC (previously Murray VCT 2 plc) (unaudited)
| Proforma (i) Murray VCT PLC | Proforma (i) Murray VCT 2 PLC |
(pence per share) | (pence per share) | |
Shareholder return from launch to April 2005 (date that Albion Ventures was appointed investment manager): | ||
Total dividends paid to 6 April 2005 (ii) | 30.36 | 30.91 |
Decrease in net asset value | (69.90) | (64.50) |
Total shareholder return to 6 April 2005 | (39.54) | (33.59) |
Shareholder return from April 2005 to 31 December 2014: | ||
Total dividends paid | 16.68 | 19.77 |
Decrease in net asset value | (7.12) | (8.03) |
Total shareholder return from April 2005 to 31 December 2014 | 9.56 | 11.74 |
Shareholder value since launch: | ||
Total dividends paid to 31 December 2014 (ii) | 47.04 | 50.68 |
Net asset value as at 31 December 2014 | 22.98 | 27.47 |
Total shareholder value as at 31 December 2014 | 70.02 | 78.15 |
Current dividend objective: | ||
Pence per share (per annum) | 1.78 | 2.13 |
Percentage yield on net asset value as at 31 December 2014 | 7.7% | 7.7% |
Notes