Half-yearly report
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 2012. This announcement was approved by the Board of Directors on 27 February 2013.
The full Half-yearly Financial Report (which is unaudited) for the period to 31 December 2012, 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/Crown_Place.html.
Investment objectives
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 | 1 March 2013 |
| Payment of second dividend | 29 March 2013 |
| Financial year end | 30 June 2013 |
Financial highlights (unaudited)
| Six months ended | Six months ended | Year ended | |
| 31 December 2012 | 31 December 2011 | 30 June 2012 | |
| (pence per share) | (pence per share) | (pence per share) | |
| Net asset value per share | 32.24 | 32.86 | 32.60 |
| Dividends paid | 1.25 | 1.25 | 2.50 |
| Revenue return per share | 0.35 | 0.52 | 0.80 |
| Capital return/(loss) per share | 0.51 | (0.11) | 0.61 |
Shareholder returns and shareholder value
| Proforma (i) Murray VCT PLC | Proforma (i) Murray VCT 2 PLC | Crown Place VCT PLC* | |
| (pence per share) | (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 | 24.93 |
| Decrease in net asset value | (69.90) | (64.50) | (56.60) |
| Total shareholder return to 6 April 2005 | (39.54) | (33.59) | (31.67) |
| Shareholder return from April 2005 to 31 December 2012: | |||
| Total dividends paid | 13.14 | 15.51 | 18.05 |
| Decrease in net asset value | (7.15) | (8.07) | (11.16) |
| Total shareholder return from April 2005 to 31 December 2012 | 5.99 | 7.44 | 6.89 |
| Shareholder value since launch: | |||
| Total dividends paid to 31 December 2012 (ii) | 43.50 | 46.42 | 42.98 |
| Net asset value as at 31 December 2012 | 22.95 | 27.43 | 32.24 |
| Total shareholder value as at 31 December 2012 | 66.45 | 73.85 | 75.22 |
| Current dividend objective: | |||
| Pence per share (per annum) | 1.78 | 2.13 | 2.50 |
| Percentage yield on net asset value as at 31 December 2012 | 7.8% | 7.8% | 7.8% |
Net asset value total return to shareholders since launch:
| 31 December 2012 (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 |
| Total dividends paid during the period ended 30 June 2007 | 3.30 |
| Total dividends paid during the year ended 30 June 2008 | 2.50 |
| Total dividends paid during the year ended 30 June 2009 | 2.50 |
| Total dividends paid during the year ended 30 June 2010 | 2.50 |
| Total dividends paid during the year ended 30 June 2011 | 2.50 |
| Total dividends paid during the year ended 30 June 2012 | 2.50 |
| Total dividends paid during the six months ended 31 December 2012 | 1.25 |
| Total dividends paid to 31 December 2012 | 42.98 |
| Net asset value as at 31 December 2012 | 32.24 |
| Total net asset value shareholder return as at 31 December 2012 | 75.22 |
In addition to the dividends paid above, the Board has declared a second dividend for the year ending 30 June 2013, of 1.25 pence per Crown Place VCT PLC share, to be paid on 29 March 2013 to shareholders on the register as at 1 March 2013.
Notes
- The proforma shareholder returns presented above are based on the dividends paid to shareholders before the merger and the pro-rata net asset value per share and pro-rata dividends per share paid to 31 December 2012 since the merger. This pro-forma is based upon the proportion of shares received by Murray VCT PLC (now renamed CP1 VCT PLC) and Murray VCT 2 PLC (now renamed CP2 VCT PLC) shareholders at the time of the merger with Crown Place VCT PLC on 13 January 2006.
- 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
Interim management report
Results
In the six month period to 31 December 2012, the Company achieved a positive total return of 0.86 pence per share or 2.6 per cent. on opening net assets. Following payment of the first dividend for the year of 1.25 pence per share on 30 November 2012, the net asset value as at 31 December 2012 was 32.24 pence per share (30 June 2012: 32.60 pence per share). The total return for the period was £686,000 of which the revenue profit was £281,000 and the capital profit was £405,000. Investment income and deposit interest remained broadly similar to the level achieved in the same period last year. Realised and unrealised net gains on investments of £576,000 compared favourably to net losses of £181,000 over the same period in the previous year.
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 30 November 2012. A second dividend of 1.25 pence per share will be paid on 29 March 2013 to shareholders on the register on 1 March 2013. A total annual dividend of 2.5 pence per share has been maintained for the last five 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.
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 per cent. (new shares will need to be held for at least five years to attract the tax relief). Further details of the Dividend Reinvestment Scheme can be found on the Manager's website www.albion-ventures.co.uk/Our Funds/Crown Place VCT PLC.
Portfolio review
During the six month period, the Company invested £184,000. Of this amount, £67,000 related to a new investment in Proveca, a specialist pharmaceutical company which focuses on developing innovative, technically complex pharmaceuticals. The balance of £117,000 was invested in existing portfolio businesses including AMS Sciences, Dysis Medical, Nelson House Hospital and Rostima.
Investments realised during the period totalled £1,591,000 of which £1,192,000 related to the sale of the Company's cinema investments, CS Brixton, CS Exeter and CS Norwich. The sale of these companies resulted in a total return of 2.6 times the original amount invested. The Company also made a partial disposal of its holding in Avanti Communications Group, realising £202,000 against cost of £104,000. Loan stock repayments were received from Kew Green VCT (Stansted) (£30,000) and Tower Bridge Health Clubs (£96,000).
The portfolio remains well diversified and benefits from a high proportion of asset-backed investments with no external gearing. Radnor House School (Holdings) continues to grow profitably, while Oakland Care Centre has reached maturity within twelve months of opening and profitability is in excess of the original forecast. In the six month period both of these companies increased the interest paid to the Company. The renewable energy portfolio continues to progress towards maturity with The Street by Street Solar Programme, TEG Biogas (Perth) and Alto Prodotto Wind becoming well established. Elsewhere in the asset-backed portfolio Nelson House, Orchard Portman and Bravo Inns II continue to trade well.
In the growth portfolio, a number of companies, such as Lowcosttravelgroup, Masters Pharmaceuticals and Mirada, continue to progress and have attractive long term prospects. However, some other companies in the portfolio are experiencing difficult market conditions which have impacted on their trading results and these include Helveta and Prime Care.
There are only two material holdings remaining in the AIM portfolio - Avanti Communications and Augean. Avanti's share price declined during the six month period and is now close to its net asset value, while Augean's share price was broadly static. In the opinion of the Manager, both these companies have good long term potential.
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 and education segments and several of the 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 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 company assets wherever possible. Other risks and uncertainties remain unchanged and are as detailed on pages 18 to 20 of the Annual Report and Financial Statements for the year ended 30 June 2012.
Discount management and share buy-backs
It remains the Board's policy to buy back shares in the market subject to the overall constraint that such purchases are in the Company's interest, including the maintenance of sufficient resources for investment in existing and new portfolio companies and for the continued payment of dividends to shareholders. As announced on 6 December 2012, it is the Board's intention that such buy-backs should take place at around 5 per cent. discount to net asset value, so far as market conditions and liquidity permit. During the period, the Company cancelled 730,000 shares from treasury and purchased a further 728,000 shares for treasury at a total cost of £206,000.
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 52 of the Annual Report and Financial Statements for the year ended 30 June 2012. The Company has significant 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 Top Up Offers 2012/2013
Your Board, in conjunction with the boards of other VCTs managed by Albion Ventures LLP, launched a top up offer of new Ordinary shares on 19 October 2012. Crown Place VCT PLC is aiming to raise up to £2.25 million, out of up to £15 million in aggregate that the Albion VCTs are seeking to raise. The proceeds will be used to provide further resources at a time when a number of attractive investment opportunities are being seen. An Investor Guide and Offers Document has been sent to shareholders. Details of the first allotment on 19 December 2012 are shown in note 8.
Outlook
The outlook for the UK economy continues to be uncertain with little signs of sustainable economic recovery. Growth is likely to continue to be hindered by public sector funding cuts and potential increases in unemployment and inflation. Against this background, your Company is conservatively financed and is invested in a broadly diversified portfolio with a significant proportion of asset-backed investments. Some of these asset-backed investments, such as the renewable energy companies, the care homes and Radnor House School, have the potential to generate higher levels of income as they mature. The Company is also well positioned to benefit from 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.
| Patrick Crosthwaite | |
| Chairman | |
| 27 February 2013 |
Responsibility statement
The Directors, Patrick Crosthwaite, Rachel Beagles, Karen Brade and Richard Huntingford, 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 2012, 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 2012 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 2012.
This Half-yearly Financial Report has not been audited or reviewed by the Auditor.
By order of the Board of Directors
Patrick Crosthwaite
Chairman
27 February 2013
Portfolio of investments
The following is a list of non-current investments with a carrying/fair value as at 31 December 2012.
| As at 31 December 2012 (unaudited) | As at 30 June 2012 (audited) | ||||||||||
| Investment name | Nature of business | % voting rights | % voting rights of AVL* managed companies | Investment to date at cost £'000 | Total value £'000 | Investment to date at cost £'000 | Total value £'000 | Change in total value for the period** £'000 | |||
| Asset-backed investments | |||||||||||
| Oakland Care Centre Limited | Owner and operator of a care home | 18.4 | 50.0 | 1,600 | 2,251 | 1,600 | 2,012 | 239 | |||
| Radnor House School (Holdings) Limited | Owner and operator of an independent school | 9.0 | 50.0 | 1,564 | 2,251 | 1,564 | 2,036 | 215 | |||
| The Crown Hotel Harrogate Limited | Owner and operator of the Crown Hotel, Harrogate | 15.0 | 50.0 | 2,976 | 2,040 | 2,976 | 2,023 | 17 | |||
| Kensington Health Clubs Limited | Owner and operator of a health and fitness club in West London | 7.8 | 50.0 | 1,789 | 1,126 | 1,789 | 1,216 | (90) | |||
| Kew Green VCT (Stansted) Limited | Owner and operator of the 'Holiday Inn Express' at Stansted Airport | 2.0 | 50.0 | 955 | 859 | 985 | 917 | (28) | |||
| The Charnwood Pub Company Limited | Owner and operator of freehold pubs | 6.9 | 50.0 | 1,987 | 843 | 2,093 | 916 | (6) | |||
| Orchard Portman Hospital Limited | Owner and operator of a psychiatric hospital in Taunton | 11.3 | 50.0 | 745 | 702 | 745 | 734 | (32) | |||
| The Stanwell Hotel Limited | Owner and operator of the Stanwell Hotel at Heathrow Airport | 10.8 | 50.0 | 1,531 | 633 | 1,531 | 757 | (124) | |||
| Tower Bridge Health Clubs Limited | Owner and operator of a health and fitness club in central London | 9.5 | 50.0 | 433 | 605 | 529 | 661 | 40 | |||
| Bravo Inns II Limited | Owner and operator of freehold pubs | 3.8 | 50.0 | 550 | 552 | 550 | 553 | (1) | |||
| Nelson House Hospital Limited | Owner and operator of a Psychiatric hospital in Gosport | 4.0 | 50.0 | 396 | 504 | 375 | 392 | 91 | |||
| The Street by Street Solar Programme Limited | Provider of PV installations on domestic roofs | 4.4 | 50.0 | 443 | 443 | 443 | 447 | (4) | |||
| TEG Biogas (Perth) Limited | Provider of anaerobic digestion facilities | 6.1 | 50.0 | 364 | 391 | 364 | 403 | (12) | |||
| Alto Prodotto Wind Limited | Wind power generator focused on sites in Wales | 4.1 | 50.0 | 371 | 371 | 371 | 371 | - | |||
| Regenerco Renewable Energy Limited | PV installations on small commercial buildings | 3.4 | 50.0 | 326 | 326 | 326 | 326 | - | |||
| The Weybridge Club Limited | Owner and operator of a freehold health and fitness club in Weybridge, Surrey | 1.2 | 50.0 | 190 | 147 | 190 | 147 | - | |||
| Bravo Inns Limited | Owner and operator of freehold pubs | 2.6 | 50.0 | 230 | 145 | 230 | 145 | - | |||
| AVESI Limited | PV installations on small commercial buildings | 3.8 | 50.0 | 117 | 117 | 117 | 117 | - | |||
| Taunton Hospital Limited | Owner and operator of a psychiatric hospital in Taunton | 1.6 | 50.0 | 100 | 91 | 100 | 97 | (6) | |||
| Premier Leisure (Suffolk) Limited | Freehold cinema owner | 5.7 | 50.0 | 420 | 91 | 420 | 95 | (4) | |||
| The Dunedin Pub Company VCT Limited | Owner and operator of freehold pubs | 7.8 | 50.0 | 81 | 74 | 83 | 77 | (1) | |||
| Greenenerco Limited | Wind power operator | 1.9 | 50.0 | 65 | 65 | 65 | 65 | - | |||
| GB Pub Company VCT Limited | Owner and operator of freehold pubs | 9.0 | 50.0 | 321 | 14 | 321 | 27 | (13) | |||
| Total asset-backed investments | 17,554 | 14,641 | 17,767 | 14,534 | 281 | ||||||
| As at 31 December 2012 (unaudited) | As at 30 June 2012 (audited) | |||||||
| Investment name | Nature of business | % voting rights | % voting rights of AVL* managed companies | Investment to date at cost £'000 | Total value £'000 | Investment to date at cost £'000 | Total value** £'000 | Change in total value for the period** £'000 |
| Growth investments | ||||||||
| ELE Advanced Technologies Limited | Manufacturer of precision engineering components | 48.3 | 48.3 | 1,050 | 1,955 | 1,050 | 2,196 | (241) |
| Lowcosttravelgroup Limited | Online travel business | 5.0 | 26.0 | 455 | 1,173 | 455 | 964 | 209 |
| Blackbay Limited | Provider of mobile data solutions for the logistics and field service sectors | 4.1 | 34.9 | 454 | 635 | 454 | 622 | 13 |
| Masters Pharmaceuticals Limited | International specialist distribution of pharmaceuticals | 2.4 | 16.9 | 474 | 479 | 474 | 455 | 24 |
| Mirada Medical Limited | Developer of medical imaging software | 7.7 | 50.0 | 179 | 476 | 179 | 396 | 80 |
| Helveta Limited | Provider of software solutions, traceability and inventory analysis to the timber industry | 5.0 | 33.4 | 842 | 453 | 842 | 520 | (67) |
| Mi-Pay Limited | Provider of mobile payment services | 3.9 | 49.9 | 526 | 371 | 526 | 371 | - |
| DySIS Medical Limited | Developer, manufacturer and seller of medical devices for the detection of epithelial cancers | 2.7 | 19.0 | 429 | 352 | 423 | 186 | 160 |
| House of Dorchester Limited | Chocolate manufacturer | 23.3 | 23.3 | 199 | 352 | 199 | 406 | (54) |
| Hilson Moran Holdings Limited | Multi-disciplinary engineering consultancy | 4.5 | 50.0 | 319 | 320 | 319 | 346 | (26) |
| Rostima Limited | Provider of workforce management solutions software | 5.5 | 39.6 | 189 | 294 | 157 | 292 | (30) |
| Opta Sports Data Limited | Compiler of sports performance data | 1.4 | 14.2 | 176 | 274 | 176 | 218 | 56 |
| Process Systems Enterprise Limited | Provider of process systems modelling solutions | 1.2 | 18.1 | 124 | 256 | 124 | 198 | 58 |
| Prime Care Holdings Limited | Provider of domiciliary care services | 8.7 | 49.9 | 517 | 237 | 517 | 287 | (50) |
| AMS Sciences Limited | Drug development services to the life-science industries | 3.7 | 49.6 | 169 | 184 | 110 | 170 | (45) |
| Memsstar Limited | Refurbisher of semiconductor fabrication equipment | 1.9 | 28.1 | 130 | 152 | 130 | 132 | 20 |
| Palm Tree Technology PLC | Software company | 0.2 | 0.7 | 102 | 123 | 102 | 123 | - |
| Oxsensis Limited | Developer and producer of industrial sensors used in super-high temperature environments | 1.4 | 20.6 | 213 | 96 | 213 | 76 | 20 |
| Chichester Holdings Limited | Drinks distributor to the travel sector | 9.1 | 50.0 | 600 | 78 | 600 | 121 | (43) |
| Proveca Limited | Repositioning of paediatric medicines | 1.8 | 16.2 | 67 | 67 | - | - | - |
| Uctal Limited | Media selling business and TV production company | 24.2 | 24.2 | 1,494 | 50 | 1,494 | 25 | 25 |
| Abcodia Limited | Services for validation and discovery of serum biomarkers | 1.3 | 21.4 | 45 | 45 | 45 | 45 | - |
| Dexela Limited | Earnout value | n/a | n/a | - | 21 | - | - | 21 |
| 8,753 | 8,443 | 8,589 | 8,149 | 130 | ||||
| Other investments valued at nil | 129 | - | 129 | - | - | |||
| Total growth investments | 8,882 | 8,443 | 8,718 | 8,149 | 130 | |||
| Total unquoted investments | 26,436 | 23,084 | 26,485 | 22,683 | 411 | |||
| At 31 December 2012 (unaudited) | At 30 June 2012 (audited) | |||||||
| Investment name | Nature of business | % voting rights | voting rights of AVL* managed companies | Investment to date at cost £'000 | Total value £'000 | Investment to date at cost £'000 | Total value £'000 | Change in total value for the period** £'000 |
| AIM quoted investments | ||||||||
| Avanti Communications Group plc | Supplier of satellite communications | 0.1 | 0.1 | 271 | 324 | 375 | 579 | (93) |
| Augean PLC | Waste management | 0.4 | 0.4 | 593 | 109 | 593 | 125 | (16) |
| Insetco plc | Investor in businesses that specialise in financial products | 0.0 | 0.0 | 81 | - | 81 | - | - |
| Total AIM quoted investments | 945 | 433 | 1,049 | 704 | (109) | |||
| Total investments | 27,381 | 23,517 | 27,534 | 23,387 | 302 | |||
| Realised profit in current period | 290 | |||||||
| Movement in loan stock accrued interest (net of disposals) | (16) | |||||||
| Total gains on investments as per consolidated statement of comprehensive income | 576 | |||||||
* 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 2012 do not agree to the Annual Report and Financial Statements for the year ended 30 June 2012 as the above list does not include brought forward investments that were fully disposed of in the period.
Summary consolidated statement of comprehensive income
| Unaudited | Unaudited | Audited | |||||||||||||||
| six months ended 31 December 2012 | six months ended 31 December 2011 | year ended 30 June 2012 | |||||||||||||||
| Revenue | Capital | Total | Revenue | Capital | Total | Revenue | Capital | Total | |||||||||
| Notes | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||||||||
| Profits/(losses) on investments | 2 | - | 576 | 576 | - | (181) | (181) | - | 538 | 538 | |||||||
| Investment income and deposit interest | 3 | 469 | - | 469 | 476 | - | 476 | 895 | - | 895 | |||||||
| Investment management fees | 4 | (57) | (171) | (228) | (55) | (167) | (222) | (110) | (332) | (442) | |||||||
| Recovery of VAT | - | - | - | 96 | 261 | 357 | 96 | 261 | 357 | ||||||||
| Other expenses | (131) | - | (131) | (119) | - | (119) | (265) | - | (265) | ||||||||
| Profit/(loss) before taxation | 281 | 405 | 686 | 398 | (87) | 311 | 616 | 467 | 1,083 | ||||||||
| Taxation | - | - | - | - | - | - | - | - | - | ||||||||
| Profit/(loss) and total comprehensive income for the period | 281 | 405 | 686 | 398 | (87) | 311 | 616 | 467 | 1,083 | ||||||||
| Basic and diluted return/(loss) per Ordinary share (pence)* | 6 | 0.35 | 0.51 | 0.86 | 0.52 | (0.11) | 0.41 | 0.80 | 0.61 | 1.41 | |||||||
* excluding treasury shares
Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 31 December 2011 and the audited statutory accounts for the year ended 30 June 2012.
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 2012 | 30 June 2012 | ||
| Notes | £'000 | £'000 | |
| Non-current assets | |||
| Investments | 7 | 23,517 | 24,333 |
| Current assets | |||
| Trade and other receivables less than one year | 129 | 74 | |
| Current asset investments | - | 92 | |
| Cash and cash equivalents | 2,322 | 1,741 | |
| 2,451 | 1,907 | ||
| Total assets | 25,968 | 26,240 | |
| Current liabilities | |||
| Trade and other payables | (207) | (290) | |
| Net assets | 25,761 | 25,950 | |
| Equity attributable to equity holders | |||
| Ordinary share capital | 8 | 8,875 | 8,844 |
| Share premium | 2,555 | 2,335 | |
| Capital redemption reserve | 1,138 | 1,065 | |
| Unrealised capital reserve | (3,891) | (3,755) | |
| Realised capital reserve | 2,511 | 1,970 | |
| Other distributable reserve | 14,573 | 15,491 | |
| Total equity shareholders' funds | 25,761 | 25,950 | |
| Basic and diluted net asset value per share (pence)* | 32.24 | 32.60 |
* excluding treasury shares
Comparative figures have been extracted from the audited statutory accounts for the year ended 30 June 2012.
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 2013 and were signed on its behalf by
Patrick Crosthwaite
Chairman
Company number 3495287
Summary Company statement of financial position
| Unaudited | Audited | ||
| 31 December 2012 | 30 June 2012 | ||
| Notes | £'000 | £'000 | |
| Fixed assets | |||
| Fixed asset investments | 7 | 23,517 | 24,333 |
| Investment in subsidiary undertakings | 16,083 | 15,560 | |
| 39,600 | 39,893 | ||
| Current assets | |||
| Trade and other debtors less than one year | 129 | 74 | |
| Current asset investments | - | 92 | |
| Cash at bank and in hand | 2,266 | 1,684 | |
| 2,395 | 1,850 | ||
| Total assets | 41,995 | 41,743 | |
| Creditors: amounts falling due within one year | (16,234) | (15,793) | |
| Net assets | 25,761 | 25,950 | |
| Equity attributable to equityholders | |||
| Ordinary share capital | 8 | 8,875 | 8,844 |
| Share premium | 2,555 | 2,335 | |
| Capital redemption reserve | 1,138 | 1,065 | |
| Unrealised capital reserve | (2,865) | (3,252) | |
| Realised capital reserve | 2,302 | 1,761 | |
| Other distributable reserve | 13,756 | 15,197 | |
| Total equity shareholders' funds | 25,761 | 25,950 | |
| Basic and diluted net asset value per share (pence)* | 32.24 | 32.60 |
* excluding treasury shares
Comparative figures have been extracted from the statutory accounts for the year ended 30 June 2012.
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 2013 and were signed on its behalf by
Patrick Crosthwaite
Chairman
Company number 3495287
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 reserves * £'000 | Total £'000 | |
| As at 1 July 2012 (audited) | 8,844 | 2,335 | 1,065 | (3,755) | 1,970 | 15,491 | 25,950 |
| Profit and total comprehensive income | - | - | - | 286 | 119 | 281 | 686 |
| Transfer of previously unrealised capital losses on sale of investments | - | - | - | (422) | 422 | - | - |
| Dividends paid | - | - | - | - | - | (993) | (993) |
| Purchase of own shares for treasury (including costs) | - | - | - | - | - | (206) | (206) |
| Cancellation of treasury shares | (73) | - | 73 | - | - | - | - |
| Issue of equity (net of costs) | 104 | 220 | - | - | - | - | 324 |
| As at 31 December 2012 (unaudited) | 8,875 | 2,555 | 1,138 | (3,891) | 2,511 | 14,573 | 25,761 |
| As at 1 July 2011 (audited) | 8,350 | 1,259 | 1,058 | (4,712) | 2,460 | 17,246 | 25,661 |
| Profit and total comprehensive income | - | - | - | (181) | 94 | 398 | 311 |
| Transfer of previously unrealised capital losses on sale of investments | - | - | - | 10 | (10) | - | - |
| Dividends paid | - | - | - | - | - | (953) | (953) |
| Purchase of own shares for treasury (including costs) | - | - | - | - | - | (256) | (256) |
| Issue of equity (net of costs) | 15 | 30 | - | - | - | - | 45 |
| As at 31 December 2011 (unaudited) | 8,365 | 1,289 | 1,058 | (4,883) | 2,544 | 16,434 | 24,807 |
| As at 1 July 2011 (audited) | 8,350 | 1,259 | 1,058 | (4,712) | 2,460 | 17,246 | 25,661 |
| Profit and total comprehensive income | - | - | - | 615 | (148) | 616 | 1,083 |
| Transfer of previously unrealised capital losses on sale of investments | - | - | - | 342 | (342) | - | - |
| Dividends paid | - | - | - | - | - | (1,903) | (1,903) |
| Cancellation of treasury shares | (7) | - | 7 | - | - | - | - |
| Purchase of own shares for treasury (including costs) | - | - | - | - | - | (468) | (468) |
| Issue of equity (net of costs) | 501 | 1,076 | - | - | - | - | 1,577 |
| As at 30 June 2012 (audited) | 8,844 | 2,335 | 1,065 | (3,755) | 1,970 | 15,491 | 25,950 |
* Included within these reserves is an amount of £13,193,000 (December 2011: £14,095,000; June 2012: £13,706,000) which is distributable.
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 reserves * £'000 | Total £'000 | |
| As at 1 July 2012 (audited) | 8,844 | 2,335 | 1,065 | (3,252) | 1,761 | 15,197 | 25,950 |
| Return for the period | - | - | - | 286 | 119 | (242) | 163 |
| Revaluation of investment in subsidiaries | - | - | - | 523 | - | - | 523 |
| Transfer of previously unrealised capital losses on sale of investments | - | - | - | (422) | 422 | - | - |
| Dividends paid | - | - | - | - | - | (993) | (993) |
| Purchase of own shares for treasury (including costs) | - | - | - | - | - | (206) | (206) |
| Cancellation of treasury shares | (73) | - | 73 | - | - | - | - |
| Issue of equity (net of costs) | 104 | 220 | - | - | - | - | 324 |
| As at 31 December 2012 (unaudited) | 8,875 | 2,555 | 1,138 | (2,865) | 2,302 | 13,756 | 25,761 |
| As at 1 July 2011 (audited) | 8,350 | 1,259 | 1,058 | (3,325) | 2,407 | 15,912 | 25,661 |
| Return for the period | - | - | - | (183) | (62) | (663) | (908) |
| Revaluation of investment in subsidiaries | 1,217 | - | - | 1,217 | |||
| Transfer of previously unrealised capital losses on sale of investments | - | - | - | 10 | (10) | - | - |
| Dividends paid | - | - | - | - | - | (953) | (953) |
| Purchase of own shares for treasury (including costs) | - | - | - | - | - | (256) | (256) |
| Issue of equity (net of costs) | 15 | 30 | - | - | - | - | 45 |
| As at 31 December 2011 (unaudited) | 8,365 | 1,289 | 1,058 | (2,281) | 2,336 | 14,040 | 24,807 |
| As at 1 July 2011 (audited) | 8,350 | 1,259 | 1,058 | (3,325) | 2,407 | 15,912 | 25,661 |
| Return for the year | - | - | - | 615 | (304) | 1,656 | 1,967 |
| Revaluation of investment in subsidiaries | - | - | - | (884) | - | - | (884) |
| Transfer of previously unrealised capital losses on sale of investments | - | - | - | 342 | (342) | - | - |
| Dividends paid | - | - | - | - | - | (1,903) | (1,903) |
| Cancellation of treasury shares | (7) | - | 7 | - | - | - | - |
| Purchase of own shares for treasury (including costs) | - | - | - | - | - | (468) | (468) |
| Issue of equity (net of costs) | 501 | 1,076 | - | - | - | - | 1,577 |
| As at 30 June 2012 (audited) | 8,844 | 2,335 | 1,065 | (3,252) | 1,761 | 15,197 | 25,950 |
* Included within these reserves is an amount of £13,193,000 (December 2011: £14,095,000; June 2012: £13,706,000) which is distributable.
Summary consolidated statement of cash flows
| Note | Unaudited six months ended 31 December 2012 £'000 | Unaudited six months ended 31 December 2011 £'000 | Audited year ended 30 June 2012 £'000 | |
| Operating activities | ||||
| Investment income received | 445 | 412 | 832 | |
| Deposit interest received | 10 | 26 | 34 | |
| Recovery of VAT | - | 357 | 357 | |
| Investment management fees paid | (228) | (223) | (439) | |
| Other cash payments | (158) | (156) | (278) | |
| Cash generated by operations | 69 | 416 | 506 | |
| Taxation | ||||
| Tax received | - | - | - | |
| Net cash flows from operating activities | 9 | 69 | 416 | 506 |
| Cash flows from investing activities | ||||
| Purchase of non-current asset investments | (307) | (2,096) | (3,258) | |
| Disposal of non-current asset investments | 1,641 | 354 | 699 | |
| Disposal of current asset investments | 92 | - | - | |
| Net cash flow from investing activities | 1,426 | (1,742) | (2,559) | |
| Cash flows from financing activities | ||||
| Equity dividends paid (net of costs of issuing shares under dividend reinvestment scheme) | (942) | (907) | (1,812) | |
| Issue of share capital (net of issue costs) | 273 | - | 1,485 | |
| Purchase of Ordinary shares for treasury | (245) | (256) | (429) | |
| Net cash flows used in financing activities | (914) | (1,163) | (756) | |
| Increase/(decrease) in cash and cash equivalents | 581 | (2,489) | (2,809) | |
| Cash and cash equivalents at the start of the period | 1,741 | 4,550 | 4,550 | |
| Cash and cash equivalents at the end of the period | 2,322 | 2,061 | 1,741 |
Notes to the summarised set of Financial Statements
for the six months ended 31 December 2012
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 GAAP relate to the Company Financial Statements.
Basis of accounting
The Half-yearly Financial Report has been prepared in accordance with International Financial Reporting Standards ('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 2012. 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 2012.
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 2012 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 with in the accounts of the Group is £165,000 (31 December 2011: loss £908,000; 30 June 2012: £1,967,000).
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 operating 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 judgements 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 judgements 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.
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 on equity investments 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 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 revenue 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 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 revenue 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 has been paid or approved by shareholders.
Reserves
Share premium reserve
This reserve accounts for the difference between the prices 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.
Other distributable reserve
The special reserve, treasury share reserve and the revenue reserve have been presented as a single reserve named other distributable reserve.
Realised capital reserve
The following are disclosed in this reserve:
- gains and losses compared to cost on the realisation of investments;
- expenses, together with the related taxation effect, charged in accordance with the above policies; and
- dividends paid to equity holders.
2. Profits/(losses) on investments
| Unaudited six months ended 31 December 2012 £'000 | Unaudited six months ended 31 December 2011 £'000 | Audited year ended 30 June 2012 £'000 | |
| Unrealised gains/(losses) on non-current asset investments held at fair value through profit and loss account | 176 | (192) | 948 |
| Unrealised reversals/(increases) of impairments on investments held at amortised cost | 110 | (85) | (333) |
| Unrealised gains/(losses) on fixed asset investments | 286 | (277) | 615 |
| Unrealised gains on current asset investments held at fair value through profit or loss account | - | 96 | - |
| Unrealised gains/(losses) sub-total | 286 | (181) | 615 |
| Realised gains/(losses) on investments held at fair value through profit and loss account | 290 | 13 | (174) |
| Realised gains on investments held at amortised cost | - | 13 | 123 |
| 290 | 26 | (51) | |
| Realised (losses) on current asset investments held at fair value through profit and loss account | - | (26) | (26) |
| Realised gains/(losses) sub-total | 290 | - | (77) |
| 576 | (181) | 538 |
Investments measured at amortised cost are unquoted loan stock investments.
3. Investment income and deposit interest
| Unaudited six months ended 31 December 2012 £'000 | Unaudited six months ended 31 December 2011 £'000 | Audited year ended 30 June 2012 £'000 | |
| Income recognised on investments held at fair value through profit and loss | |||
| Interest on convertible bonds and debt issued at a discount | 53 | 13 | 60 |
| Income recognised on investments measured at amortised cost | |||
| Return on loan stock investments | 403 | 439 | 804 |
| Bank deposit interest | 13 | 24 | 31 |
| 416 | 463 | 835 | |
| 469 | 476 | 895 |
4. Investment management fees
| Unaudited six months ended 31 December 2012 | Unaudited six months ended 31 December 2011 | Audited year ended 30 June 2012 | |||||||
| Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | |
| Investment management fee | 57 | 171 | 228 | 55 | 167 | 222 | 110 | 332 | 442 |
Further details of the management agreement under which the investment management fee is paid are given on page 21 of the Directors' report in the Annual Report and Financial Statements for the year ended 30 June 2012.
The Manager, Albion Ventures LLP, is party to a management agreement from the Company. During the period, services of a total value of £253,000 (six months ended 31 December 2011: £247,000; year ended 30 June 2012: £492,000) were purchased by the Company from Albion Ventures LLP; this includes £228,000 management fee and £25,000 administration fee. At the financial period end, the amount due to Albion Ventures LLP disclosed as payables was £127,000 (administration fee accrual £13,000, management fee accrual £114,000) (31 December 2011: £123,000; 30 June 2012: £135,000).
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.
During the period the Company raised new funds through the Albion VCTs Top Up Offers as detailed in note 8. The total cost of the issue of these shares was 5.5 per cent. of the sums described. Of these costs, an amount of £663 was paid to the Manager, Albion Ventures LLP in respect of receiving agent services. There were no sums outstanding in respect of receiving agent services at the period end.
5. Dividends
| Unaudited six months ended 31 December 2012 £'000 | Unaudited six months ended 31 December 2011 £'000 | Audited year ended 30 June 2012 £'000 | |
| First dividend paid on 30 November 2011 (1.25 pence per share) | - | 953 | 953 |
| Second dividend paid on 31 March 2012 (1.25 pence per share) | - | - | 957 |
| Unclaimed dividends | - | - | (7) |
| First dividend paid on 30 November 2012 (1.25 pence per share) | 993 | - | - |
| 993 | 953 | 1,903 | |
In addition, the Board has declared a second dividend of 1.25 pence per share. This will be paid on 29 March 2013 to shareholders on the register as at 1 March 2013. This is expected to amount to approximately £999,000.
6. Basic and diluted return/(loss) per share
| Unaudited six months ended 31 December 2012 | Unaudited six months ended 31 December 2011 | Audited year ended 30 June 2012 | |||||||
| Revenue | Capital | Total | Revenue | Capital | Total | Revenue | Capital | Total | |
| Return/(loss) attributable to equity shares (£'000) | 281 | 405 | 686 | 398 | (87) | 311 | 616 | 467 | 1,083 |
| Weighted average shares in issue (excluding treasury shares) | 79,534,593 | 76,050,536 | 77,081,979 | ||||||
| Return/(loss) attributable per Ordinary share (pence) (basic and diluted) | 0.35 | 0.51 | 0.86 | 0.52 | (0.11) | 0.41 | 0.80 | 0.61 | 1.41 |
The return per share has been calculated excluding treasury shares of 8,833,910 (31 December 2011: 8,151,410; 30 June 2012: 8,835,910).
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 2012 £'000 | Audited 30 June 2012 £'000 | |
| Investments held at fair value through profit or loss | 9,100 | 11,555 |
| Investments measured at amortised cost | 14,417 | 12,778 |
| 23,517 | 24,333 |
8. Ordinary share capital
| Unaudited 31 December 2012 £'000 | Audited 30 June 2012 £'000 | |
| Allotted, called up and fully paid | ||
| 88,747,372 Ordinary shares of 10p each (30 June 2012: 88,435,076) | 8,875 | 8,844 |
| Voting rights | ||
| 79,913,462 Ordinary shares of 10p each (30 June 2012: 79,599,166) |
The Company purchased 728,000 shares for treasury at a cost of £206,000 (year ended 30 June 2012: 1,646,500 shares at a cost of £468,000) during the period. The total number of shares held in treasury as at 31 December 2012 was 8,833,910 (30 June 2012: 8,835,910).
During the period, the Company cancelled 730,000 shares from treasury at a cost of £267,000 (year ended 30 June 2012: 71,000 shares at a cost of £27,000).
Under the terms of the Dividend Reinvestment Scheme, the following Ordinary shares of nominal value 10 pence were allotted during the period:
| Allotment date | Number of shares allotted | Aggregate nominal value of shares £'000 | Issue price per share pence per share | Net consideration received £'000 | Opening market price per share on allotment pence per share |
| 30 November 2012 | 187,936 | 19 | 31.87 | 51 | 29.00 |
Albion VCTs Top Up Offers 2012/2013
On 19 October 2012 the Company announced the launch of the Albion VCTs Top Up Offers 2012/2013. An Investor Guide and Offer document has been sent to shareholders.
The following Ordinary shares of nominal value 10 pence per share were allotted under the Offers during the period:
| Date of allotment | Number of shares allotted | Aggregate nominal value of shares (£'000) | Issue price (pence per share) | Net consideration received (£'000) | Opening market price per share on allotment date (pence per share) |
| 19 December 2012 | 854,360 | 85 | 33.8 | 273 | 30.00 |
9. Reconciliation of revenue return on ordinary activities before taxation to net cashflow from operating activities
| Unaudited six months ended 31 December 2012 £'000 | Unaudited six months ended 31 December 2011 £'000 | Audited year ended 30 June 2012 £'000 | |
| Revenue return before tax | 281 | 398 | 616 |
| Capitalised (expenses)/receipts | (171) | 94 | (332) |
| Recovery of VAT charged to capital | - | - | 261 |
| (Increase) in accrued amortised loan stock interest | (11) | (40) | (33) |
| Decrease in receivables | 9 | 14 | 3 |
| (Decrease) in payables | (39) | (50) | (9) |
| Net cash flow from operating activities | 69 | 416 | 506 |
10. Contingencies and guarantees
There are no external contingencies for or guarantees by the Group or Company as at 31 December 2012 (30 June 2012: nil).
As at 31 December 2012 Crown Place VCT PLC had the following financial commitments:
· Dysis Medical Limited, £16,000; and
· Proveca Limited, £223,000.
Under the terms of the Transfer Agreement dated 16 January 2006, Crown Place VCT PLC 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
There have been no material events since 31 December 2012.
12. Going concern
The Board's assessment of liquidity risk remains unchanged since the last Annual Report and Financial Statements for the year ended 30 June 2012, and is detailed on page 27 of those accounts. The Company has adequate cash and liquid resources. The portfolio of investments is diversified in terms of sector, and the major cash outflows of the Company (namely investments, dividends and share buy-backs) are within the Company's control. Accordingly, after making diligent 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 this Half-yearly Financial Report and this is in accordance with 'Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009' published by the Financial Reporting Council.
13. 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 secured loan stock and has a policy of not 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 and their strong track record for 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 within the sectors invested in.
3. Valuation risk
The Company's investment valuation method 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, the unquoted equity investments, convertible loan stock and debt issued at a discount held by the Company are designated 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.
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, who has a team with significant experience in venture capital trust management, and is used to operating within the requirements of the venture capital trust legislation. In addition, to provide further formal reassurance, the Board has appointed PricewaterhouseCoopers LLP as its taxation advisor. PricewaterhouseCoopers 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.
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.
Board members and the Manager have experience of operating at senior levels within quoted businesses. In addition, the Board and the Manager receive regular updates on new regulation from its auditor, lawyers and other professional bodies.
6. Internal control risk
Failures in key controls, within the Board or within the Manager's business, could put assets of 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, 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. 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 26 of the Annual Report and Financial Statements for the year ended 30 June 2012.
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 further detail, see the management agreement paragraph on page 21 of the Annual Report and Financial Statements for the year ended 30 June 2012). 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 19 to the Annual Report and Financial Statements for the year ended 30 June 2012.
All of the Group's income and expenditure is denominated in sterling and hence the Company 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.
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 2012 and 31 December 2011 and is unaudited. The financial information for the year ended 30 June 2012 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 not qualified 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 www.albion-ventures.co.uk/Ourfunds/Crown_Place.html.
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: Crown Place VCT PLC via Thomson Reuters ONE
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