Kings Arms Yard VCT PLC: Annual Financial Report
As required by the UK Listing Authority's Disclosure and Transparency Rules 4.1 and 6.3, Kings Arms Yard VCT PLC today makes public its information relating to the Annual Report and Financial Statements for the year ended 31 December 2011.
This announcement was approved for release by the Board of Directors on 16 April 2012.
This announcement has not been audited.
You will shortly be able to view the Annual Report and Financial Statements for the year to 31 December 2011 (which have been audited) at: www.albion-ventures.co.uk by clicking on 'Our Funds' and then 'Kings Arms Yard VCT PLC'. The Annual Report and Financial Statements for the year to 31 December 2011 will be available as a PDF document via a link under the 'Investor Centre' in the 'Financial Reports and Circulars' section. The information contained in the Annual Report and Financial Statements will include information as required by the Disclosure and Transparency Rules, including Rule 4.1.
Investment objectives
The Company is a Venture Capital Trust. The investment policy, approved by shareholders at the General Meeting held on 10 February 2011, is intended to produce a regular and predictable dividend stream with an appreciation in capital value as set out below.
The Company intends to achieve its strategy by adopting an investment policy for new investments which over time will rebalance the portfolio such that approximately 50 per cent. of the portfolio comprises an asset-based portfolio of lower risk, ungeared businesses, principally operating in the healthcare, environmental and leisure sectors (the "Asset-Based Portfolio"). The balance of the portfolio, other than funds retained for liquidity purposes, will be invested in a portfolio of higher growth businesses across a variety of sectors of the UK economy. These will range from lower risk, income producing businesses to a limited number of higher risk technology companies (the "Growth Portfolio").
In neither category would portfolio companies normally have any external borrowing with a charge ranking ahead of the VCT. Up to two-thirds of qualifying investments by cost will comprise loan stock secured with a first charge on the portfolio company's assets.
The Company's investment portfolio will thus be structured to provide a balance between income and capital growth for the longer term. The Asset-Based Portfolio is designed to provide stability and income whilst still maintaining the potential for capital growth. The Growth Portfolio is intended to provide highly diversified exposure through its portfolio of investments in unquoted UK companies.
Funds held pending investment or for liquidity purposes will be held as cash on deposit or in floating rate notes or similar instruments with banks or other financial institutions with a Moody's rating of 'A' or above.
Acquisition of the assets and liabilities of Kings Arms Yard VCT 2 PLC
On 30 September 2011, the Company acquired the assets and liabilities of Kings Arms Yard VCT 2 PLC ("KAY 2") in exchange for new shares in the Company ("the Merger"). On the same day KAY 2 was placed into members' voluntary liquidation pursuant to a scheme of reconstruction under Section 110 of the Insolvency Act 1986.
All of the assets and liabilities of KAY 2 totaling £16,379,000 were transferred to the Company in exchange for the issue of 99,050,205 new ordinary shares of nominal value 5 pence each in the capital of the Company at a deemed issue price of 16.5349 pence per share. Each KAY 2 shareholder received 1.2806 shares in the Company for each KAY 2 share that they held at the date of the Merger. The total number of shares receivable by each shareholder was rounded down to the nearest whole number of shares.
New share certificates were sent to all shareholders in the Company during October 2011.
Financial calendar
| Ex-Dividend date for first dividend | 25 April 2012 |
| Record date for first dividend | 27 April 2012 |
| Annual General Meeting | 17 May 2012 |
| Payment date of first dividend | 25 May 2012 |
| Announcement of half-yearly results for the six months ended 30 June 2012 | August 2012 |
| Payment date of second dividend (subject to Board approval) | November 2012 |
Financial summary
| 31 December 2011 (pence per share) | 31 December 2010 (pence per share) | |
| Dividends paid during the year | 0.67 | 5.00 |
| Revenue return | 0.10 | (0.50) |
| Capital return/(loss) | 0.70 | (0.60) |
| Net asset value | 16.70 | 16.60 |
| Total shareholder net asset value return for King's Arms Yard VCT PLC to 31 December 2011: | 31 December 2011 (pence per share) |
| Total dividends paid from incorporation to 31 December 2010 (the date Albion Ventures LLP became Manager) | 58.66 |
| Total dividends paid during the year ended 31 December 2011 | 0.67 |
| Total dividends paid to 31 December 2011 | 59.33 |
| Net asset value as at 31 December 2011 | 16.70 |
| Total shareholder net asset return to 31 December 2011 | 76.03 |
The above financial summary is for the Company, Kings Arms Yard VCT PLC only. Details of the financial performance of the various Quester, SPARK and Kings Arms Yard VCT 2 PLC companies, which have been merged into the Company, can be found on page 50 of the Annual Report and Financial Statements.
Proposed dividends for the year ended 31 December 2012
The Directors propose a first dividend of 0.5 pence per share for the year ended 31 December 2012, which will be paid on 25 May 2012 to shareholders on the register on 27 April 2012
Chairman's statement
Introduction
2011 was the first year for the Company under its new management and I am pleased to report that significant progress has already been made in implementing the new investment strategy that was approved by shareholders on 10 February 2011. This process has been enhanced by the benefits of the Merger with Kings Arms Yard VCT 2 PLC. Satisfactory exits have been achieved for two major and longstanding investments, the small quoted portfolio was again reduced and further exits are being actively pursued. Meanwhile new investments have been made in a number of sectors, particularly environmental and healthcare, and these are set out in more detail in the Manager's report.
Results
The overall effect of a very active year has been a net profit after taxation of £1,060,000 compared with a loss of £1,214,000 in the previous year. The net asset value of each Ordinary share rose from 16.6p on 31 December 2010 to 16.7p on 31 December 2011, following the payment of a dividend of 0.67 pence per share during the year.
The total net asset return (the aggregate of dividends paid to date and net asset value per share) has increased to 76.03 pence per share during 2011 (2010: 75.30 pence per share). The pro-forma combined income for the Company and Kings Arms Yard VCT 2 PLC during the year (see Manager's report for details) was £790,000, an increase of 225 per cent. on the previous year, generating a running yield on closing net assets of 2.3 per cent. This income yield is expected to increase further during the year ahead as the Manager invests in higher yield investments.
Further details on the top ten individual investments are given in the Portfolio companies information on page 12 of the Annual Report and Financial Statements.
As a result of the various disposals, cash and liquid investments at the end of the year were £10,734,000, or 31 per cent. of net asset value, giving the Manager a wide scope for the continued implementation of the Company's new investment policy.
VCT qualifying status
On 31 December 2011, 89 per cent. of total investments were in qualifying holdings. The Board continues to monitor this position very carefully in order to ensure that qualifying investments comfortably exceed the minimum threshold of 70% required for the Company to continue to benefit from VCT tax status.
Dividend
As stated in January 2011, it is the Board's intention to establish a sustainable and progressive dividend policy, combined with the prospect of a gradual recovery in capital value. The Board had intended to maintain in 2012 the dividend of 0.67 pence per share that had been established in 2011, but in view of the strong performance and the availability of cash, the Board has resolved to increase its dividend target to 1 penny per share. Accordingly, a first dividend of 0.5 pence will be paid on 25 May 2012 to shareholders on the register on 27 April 2012, with a second dividend of 0.5 pence anticipated to be paid later in the year.
Acquisition of the assets and liabilities of Kings Arms Yard VCT 2 PLC ("KAY 2")
Following approval by shareholders at the General Meeting on 23 September 2011, the Company completed the acquisition of the assets and liabilities of KAY 2 on 30 September 2011. The Merger created a larger Company, adding net assets of £16,379,000 from KAY 2. The Merger is expected to result in material cost savings of approximately £80,000 per annum going forwards. The ratio used for the conversion of KAY 2 shares to shares in the Company was 1.2806. All shareholders were issued with new share certificates during October 2011. Further details regarding the Merger are shown in note 10 to the financial statements.
Budgeted merger costs were £235,000, of which the Company's share, which has been provided for in these accounts, was £124,000. Final figures for the costs of the Merger are not yet available as the liquidation of KAY 2 has not yet been completed, however, the Board expects that the total costs will be in line with the original estimate.
Board composition
On 3 October 2011, as part of the Merger arrangements, Patrick Reeve, the Managing Partner of Albion Ventures LLP, stepped down from the Board. The Board wishes to express its thanks to Patrick for his contribution during his time as a Director.
The Board is pleased to welcome Thomas Chambers and Alan Lamb, who were directors of Kings Arms Yard VCT 2 PLC and who were appointed Directors of the Company on 3 October 2011. They will be proposed for election at the forthcoming Annual General Meeting. Their biographical details can be found on page 9 of the Annual Report and Financial Statements.
As part of a review of the composition of the Board and Committees following the Merger, Martin Fiennes retired as Audit Committee Chairman and Thomas Chambers was appointed Audit Committee Chairman on 3 October 2011. The Board would like to thank Martin Fiennes for his stewardship of the Audit Committee.
Discount management and share buy-backs
Having completed the Merger and having reviewed the Company's position following the appointment of the new Manager, the Board has decided to reintroduce a policy to buy back shares in the market, subject to the overall constraint that such purchases are in the VCT's interests, including the maintenance of sufficient resources for investment in new and existing investee companies and the continued payment of dividends to shareholders. It is the Board's intention over time for such buy-backs to be in the region of a 10 to 15 per cent. discount to net asset value, so far as market conditions and liquidity permit. It is hoped that this approach, together with the dividend policy, will encourage a more active secondary market in the Company's shares, and thus reduce the discount at which shares trade compared to net asset value.
Cancellation of share capital and reserves
The cancellation of share capital and of various reserves as authorised by shareholders at the General Meeting on 23 September 2011, was completed on 23 November 2011. The Ordinary shares now have a nominal value of 1 penny per share and the distributable reserves were increased by £20,600,000 as a result of this process.
Change of registrar
As part of our commitment to improve services to shareholders, the Company has changed its share registrars to Computershare Investor Services PLC. The Computershare Investor Centre can be found at www.investorcentre.co.uk. Further contact details are shown in the front of these accounts.
Albion Ventures is working with Computershare to further improve shareholder communications, including annual shareholder statements which are due to be sent out in May 2012.
Related party transactions
Details of material related party transactions for the year can be found in note 22.
Annual General Meeting
The Annual General Meeting of the Company will be held at the City of London Club, 19 Old Broad Street, London EC2N 1DS at 12.30 pm on 17 May 2012. Full details of the business to be conducted at the Annual General Meeting are given in the Notice of the Meeting on page 46 of the Annual Report and Financial Statements and an explanation for the approvals sought are given on page 20 of the Annual Report and Financial Statements. The Board welcomes your attendance at the meeting as it gives an opportunity for shareholders to ask questions of the Board and Investment Manager. If you are unable to attend the Annual General Meeting in person, we would encourage you to make use of your proxy votes.
Risks and uncertainties
The outlook for the UK economy continues to be the key risk affecting your Company. Growth in the UK is stagnant while the prospects for Continental Europe look even more difficult. The Company's investment risk is mitigated through a variety of processes, including our policy of ensuring that the Company has a first charge over investee companies' assets wherever possible.
A detailed analysis of the other risks and uncertainties facing the business is shown in note 23.
Outlook and prospects
Despite the difficulties that current conditions present, history has demonstrated that venture capital returns from investments made in periods of low or negative growth tend to exceed those made against an atmosphere of economic optimism. Investment opportunities within our target sectors are currently arising at attractive valuations and the Company's liquidity should allow the Manager to take full advantage of these.
The Board is conscious that no investment strategy is risk free, but believes that the continuance of the investment policy that was adopted in 2011 will, over time, reduce the Company's risk profile and offer the best prospect of a gradual recovery in capital value and a sustainable long term dividend.
Robin Field
Chairman
16 April 2012
Manager's report
Introduction
Albion Ventures took over the management of the former SPARK VCTs on 1 January 2011. Our task was to implement a new investment policy with a view to rebalancing the portfolio, such that approximately 50 per cent. would comprise of investments in asset-backed, lower risk, ungeared businesses, with the balance being in higher growth businesses across a variety of sectors in the UK economy. Behind this restructuring was the intention to support a longer term, sustainable dividend policy, combined with the task of commencing a recovery of capital value.
With this in mind, we have been working on an exit programme for a number of the investments that we inherited, as well as implementing a new investment programme, in order to fulfil the longer term policy objectives.
The first stage was to work on achieving a higher revenue yield from the investment portfolio, including from non-qualifying investments. This has been achieved through keener terms on cash deposits, though not at the price of an increase in risk, whilst merging the two VCTs in order to achieve cost reductions which will start to take effect in the current year. At the same time, we have begun a process of investing in higher yielding qualifying investments in order to provide a further boost to the revenue line.
We set out below a pro-forma statement of total return for the Company and Kings Arms Yard VCT 2 PLC ("KAY 2"). For the year to 31 December 2010, the figures reflect the aggregate of the income statements for the year for the Company and KAY2. For the year to 31 December 2011, the figures are the total of the year for the Company and for the nine months to 30 September 2011 (the date of the Merger) for KAY 2.
As can be seen, there has been a significant increase in the income from the merged VCTs (helped, in part, by a welcome dividend from Elateral Holdings) and at the same time, a decrease in other expenses, which are expected to further decrease in the year ahead.
| KAY and KAY 2 | KAY and KAY 2 | ||
| Year ended 31 December 2011 £'000 | Year ended 31 December 2010 £'000 | ||
| Investment income | 790 | 243 | |
| Investment management fees (1) | (778) | (757) | |
| Other expenses | (514) | (619) | |
| Revenue return before tax | (502) | (1,133) |
Investment management fees in respect of both KAY and KAY 2 were capped for the year to 31 December 2010. No management fee cap was in place for the Company and KAY2 for the year to 31 December 2011.
Investment Progress
Two major disposals were made during 2011, the first being the sale of Level Four Software which realised proceeds of £2.0 million, the second being the sale of Imagesound which realised proceeds of £2.2 million. In addition, with regard to quoted companies, we sold the entire holding in Medigene and reduced our holding in Allergy Therapeutics, realising approximately £160,000.
These total proceeds of just over £4.4 million were used to begin the process of repositioning the portfolio. Just under £1 million was invested in five existing investee companies, with a view to supporting further growth, with a further £2.5 million being invested in new companies. Of this latter amount, £110,000, was invested in Abcodia, a life sciences spin-out from University College London, which possesses the rights to a valuable library of five million biomarkers used for pharmaceutical research. £1.2 million was invested in the management buy-out of Hilson Moran, a long established mechanical and engineering consultancy, while £1.2 million was invested in wind and solar renewable energy projects. It is intended that this latter sector, which will also include hydro and anaerobic digestion projects, will ultimately account for up to 15 per cent. of the Company's portfolio.
Subsequent to the year end, a further £2,357,000 was invested in renewable energy projects, while a further £640,000 was invested to support existing portfolio companies.
The two pie charts set out below outline firstly the different sectors in which the portfolio is currently invested, and secondly, delineates between those investments comprising the original SPARK portfolio, and those that have been made by Albion Ventures in new portfolio companies.
Split of portfolio valuation by sector as at 31 December 2011 is shown as a pdf at the end of this announcement
Split of existing investments originally made by SPARK and new investments made by Albion Ventures is shown as a pdf at the end of this announcement
An overview showing the holding period and the revenue profile of each of the top ten investments in the unquoted portfolio (as at 31 December 2011) and which comprise nearly 80 per cent. of the unquoted portfolio is set out below.
| Valuation £'000 | % of total unquoted portfolio | Date of first investment | Revenue profile | Basis of valuation | |
| UniServity Limited | 3,860 | 16.3 | 2007 | £3m - £5m | Earnings multiple |
| Elateral Holdings Limited | 3,817 | 16.1 | 1999 | £5m - £10m | Revenue multiple |
| Workshare Limited | 2,257 | 9.5 | 2006 | £20m - £25m | Revenue multiple |
| Vivacta Limited | 1,938 | 8.2 | 2006 | Pre revenue | Price of recent investment |
| Cluster Seven Ltd | 1,668 | 7.1 | 2005 | £1m - £3m | Revenue multiple |
| Oxford Immunotec Limited | 1,305 | 5.5 | 2003 | £5m - £10m | Price of recent investment |
| Hilson Moran Holdings Limited | 1,202 | 5.1 | 2011 | £10m - £15m | Cost |
| Haemostatix Limited | 920 | 3.9 | 2006 | Pre revenue | Price of recent investment |
| Atego Group Limited | 868 | 3.7 | 1998 | £5m - £10m | Price of recent investment |
| Sift Limited | 783 | 3.3 | 1999 | £5m - £10m | Earnings multiple |
| 18,618 | 78.7 |
Our main task in the current year is to continue to increase the level of investment income, to work selectively on exits from the existing investment portfolio and to reinvest the proceeds in line with the Company's new investment policy. With these aims in mind, we are confident of making further progress in 2012.
Albion Ventures LLP
Manager
16 April 2012
Responsibility Statement
In preparing these financial statements for the year to 31 December 2011, the Directors of the Company, being Robin Field, Thomas Chambers, Martin Fiennes and Alan Lamb, confirm that to the best of their knowledge:
- summary financial information contained in this announcement and the full Annual Report and Financial Statements for the year ended 31 December 2011 for the Company has been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (UK Accounting Standards and applicable law) and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Company for the year ended 31 December 2011 as required by DTR 4.1.12.R;
-the Chairman's statement and Manager's report include a fair review of the information required by DTR 4.2.7R (indication of important events during the year ended 31 December 2011 and description of principal risks and uncertainties that the Company faces); and
-the Chairman's statement and Manager's report include a fair review of the information required by DTR 4.2.8R (disclosure of related parties transactions and changes therein).
A detailed "Statement of Directors' responsibilities for the preparation of the Company's financial statements" is contained within the full audited Annual Report and Financial Statements.
By order of the Board
Robin Field
Chairman
Income statement
| Year ended 31 December 2011 | Year ended 31 December 2010 | ||||||
| Revenue | Capital | Total | Revenue | Capital | Total | ||
| Note | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Gains/(losses) on investments | 2 | - | 1,257 | 1,257 | - | (633) | (633) |
| Investment income | 3 | 522 | - | 522 | 132 | - | 132 |
| Recoverable VAT | - | - | - | 49 | - | 49 | |
| Investment management fees | 4 | (107) | (322) | (429) | (412) | - | (412) |
| Other expenses | 5 | (290) | - | (290) | (350) | - | (350) |
| Profit/(loss) on ordinary activities before tax | 125 | 935 | 1,060 | (581) | (633) | (1,214) | |
| Tax on ordinary activities | 7 | - | - | - | - | - | - |
| Profit/(loss) on ordinary activities after tax | 125 | 935 | 1,060 | (581) | (633) | (1,214) | |
| Basic and diluted profit/(loss) per share (pence ) | 9 | 0.10 | 0.70 | 0.80 | (0.50) | (0.60) | (1.10) |
The accompanying notes form an integral part of these Financial Statements.
The total column of this Income statement represents the profit and loss account of the Company. The supplementary revenue return and capital columns have been prepared in accordance with The Association of Investment Companies' Statement of Recommended Practice.
All revenue and capital items in the above statement derive from the continuing operations of the Company up to 30 September 2011 and thereafter includes the return on the assets and activities of Kings Arms Yard VCT 2 PLC after they were acquired by the Company on 30 September 2011.
The Company has only one class of business and derives its income from investments made in shares and securities and from bank deposits.
There are no recognised gains or losses other than the results for the year disclosed above. Accordingly a statement of total recognised gains and losses is not required.
The difference between the reported profit/(loss) on ordinary activities before tax and the historical cost profit/(loss) is due to the fair value movements on investments. As a result, a note on historical cost profits and losses has not been prepared.
Balance sheet
| 31 December 2011 | 31 December 2010 | ||
| Note | £'000 | £'000 | |
| Fixed asset investments | 11 | 23,957 | 12,350 |
| Current assets | |||
| Trade and other debtors | 13 | 557 | 686 |
| Current asset investments | 13 | 1,976 | 3,230 |
| Cash at bank and in hand | 17 | 8,758 | 2,216 |
| 11,291 | 6,132 | ||
| Creditors: amounts falling due within one year | 14 | (262) | (199) |
| Net current assets | 11,029 | 5,933 | |
| Net assets | 34,986 | 18,283 | |
| Capital and reserves | |||
| Called-up share capital | 15 | 2,095 | 5,519 |
| Share premium | - | 150 | |
| Capital redemption reserve | - | 765 | |
| Special reserve | 36,945 | 20,524 | |
| Investment holding losses | (4,984) | (9,574) | |
| Profit and loss account | 930 | 899 | |
| Total equity shareholders' funds | 34,986 | 18,283 | |
| Basic and diluted net asset value per share (pence) | 16 | 16.70 | 16.60 |
The accompanying notes form an integral part of these Financial Statements.
The Balance sheet as at 31 December 2011 reflects the acquisition of the assets and liabilities of Kings Arms Yard VCT 2 PLC on 30 September 2011.
The Financial Statements were approved by the Board of Directors and authorised for issue on 16 April 2012 and were signed on its behalf by:
Robin Field
Chairman
Company number: 03139019
Reconciliation of movements in shareholders' funds
| Called-up share capital | Share premium account | Capital redemption reserve | Special reserve | Investment holding losses | Profit and loss account | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| At 31 December 2010 | 5,519 | 150 | 765 | 20,524 | (9,574) | 899 | 18,283 |
| Recognised losses on investments | - | - | - | - | -- | 270 | 270 |
| Realisation of prior years' net recognised losses on investments | - | - | - | - | 3,603 | (3,603) | - |
| Investment holding profit on valuation of investments | - | - | - | - | 987 | - | 932 |
| Transfer from special reserve to profit and loss account | - | - | - | (4,179) | - | 4,179 | - |
| Capitalised investment management fee | - | - | - | - | - | (322) | (322) |
| Shares issued under the Dividend Reinvestment Scheme | 2 | 5 | - | - | - | - | 7 |
| Shares issued to acquire net assets of Kings Arms Yard VCT 2 PLC including costs | 4,953 | 11,425 | - | - | - | - | 16,378 |
| Share issue costs | - | (124) | - | - | - | - | (124) |
| Reduction in share capital and reserves | (8,379) | (11,456) | (765) | 20,600 | - | - | - |
| Gain on ordinary activities after taxation | - | - | - | - | - | 125 | 125 |
| Net dividends paid | - | - | - | - | - | (619) | (619) |
| At 31 December 2011 | 2,095 | - | - | 36,945 | (4,984) | 930 | 34,986 |
| At 31 December 2009 | 5,519 | 150 | 765 | 22,685 | (7,941) | 3,852 | 25,030 |
| Realisation of prior years' net recognised losses on investments | - | - | - | - | 576 | (576) | - |
| Transfer from special reserve to profit and loss account | - | - | - | (2,161) | - | 2,161 | - |
| Investment holding loss on valuation of investments | - | - | - | - | (2,209) | 2,209 | - |
| Loss on ordinary activities after taxation | - | - | - | - | - | (1,214) | (1,214) |
| Dividends | - | - | - | - | - | (5,533) | (5,533) |
| At 31 December 2010 | 5,519 | 150 | 765 | 20,524 | (9,574) | 899 | 18,283 |
The accompanying notes form an integral part of these Financial Statements.
The reduction in the nominal value of shares from 5 pence to 1 penny, the cancellation of the Capital redemption reserve and the cancellation of the Share premium account (as approved by shareholders at the General Meeting held on 23 September 2011 and by the order of the Court dated 23 November 2011) has increased the value of the existing special reserve account which is distributable.
A transfer of £4,179,000 (which comprises £3,440,000 representing realised losses on disposal of investments during the year and £739,000 for dividend purposes) has been made from the special reserve to the profit and loss account during the year (2010: £2,161,000).
Unrealised gains and losses arising on investments held at fair value are transferred to the investment holding losses reserve.
The total distributable reserves are £32,891,000 (2010: £11,849,000), comprising the special reserve and the profit and loss account, less net investment holding losses.
Cash flow statement
| Year ended 31 December 2011 | Year ended 31 December 2010 | ||
| Note | £'000 | £'000 | |
| Net cash flow from operating activities | 18 | (205) | (524) |
| Taxation | |||
| UK corporation tax recovered/(paid) | - | - | |
| Capital expenditure and financial investments | |||
| Purchase of fixed asset investments | 11 | (3,131) | (536) |
| Disposal of fixed asset investments | 11 | 4,235 | 2,139 |
| Cash received from investments previously sold or written off | 324 | - | |
| Net cash flow from investing activities | 1,428 | 1,603 | |
| Management of liquid resources | |||
| Purchase of current asset investments | (985) | - | |
| Disposal of current asset investments | 3,230 | 3,480 | |
| Net cash flow from liquid resources | 2,245 | 3,480 | |
| Equity dividends paid (net of costs of shares issued under Dividend Reinvestment Scheme)* | 8 | (706) | (5,533) |
| Net cash flow before financing | 2,762 | (974) | |
| Financing | |||
| Cash acquired from Kings Arms Yard VCT 2 PLC on Merger | 10 | 3,953 | - |
| Cost of Merger (paid on behalf of the company and Kings Arms Yard VCT 2 PLC) | (173) | - | |
| Net cash flow from financing | 3,780 | - | |
| Cash flow in the year | 17 | 6,542 | (974) |
The accompanying notes form an integral part of these Financial Statements.
Details of material non-cash transaction can be found in notes 10 and 11.
*The equity dividends paid in the cash flow are different to the dividends posted to reserves due to the release of dividend creditors recoverable by the Company and the non-cash effect of the Dividend Reinvestment Scheme.
Notes to the Financial Statements
1. Accounting policies
A summary of the principal accounting policies which have been applied consistently in the current and in prior periods, is set out below. With effect from 1 January 2011, the Board has made the decision to allocate management fees between capital and income. Previously all such expenses were charged to income.
Basis of accounting
The Financial Statements have been prepared in accordance with the historical cost convention, except for the measurement of fair value of investments, and in accordance with applicable UK law and accounting standards and with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' ("SORP") issued by The Association of Investment Companies ("AIC") in January 2009. The accounts are prepared on a going concern basis.
Fixed asset investments
The Company's business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth. This portfolio of financial assets is managed and its performance evaluated on a fair value basis, in accordance with a documented investment policy, and information about the portfolio is provided internally on that basis to the Board.
Upon initial recognition (using trade date accounting) investments are designated by the Company as 'at fair value through profit or loss' and are included at their initial fair value, which is cost (excluding expenses incidental to the acquisition which are written off to the income statement).
Subsequently, the investments are valued at 'fair value', which is measured as follows:
Investments listed on recognised exchanges are valued at their bid prices at the end of the accounting period or otherwise at fair value based on published price quotations;
Unquoted investments, where there is not an active market, are valued using an appropriate valuation technique in accordance with the September 2009 IPEVCV Guidelines. Indicators of fair value are derived using established methodologies including earnings multiples, the level of third party offers received, prices of recent investment rounds, net assets and industry valuation benchmarks. Where the Company has an investment in an early stage enterprise, the price of a recent investment round is often the most appropriate approach to determining fair value. In situations where a period of time has elapsed since the date of the most recent transaction, consideration is given to the circumstances of the portfolio company since that date in determining fair value. This includes consideration of whether there is any evidence of deterioration or strong definable evidence of an increase in value. In the absence of these indicators, the investment in question is valued at the amount reported at the previous reporting date. Examples of events or changes that could indicate a diminution include:
the performance and/or prospects of the underlying business
are significantly below the expectations on which the investment was based;a significant adverse change either in the portfolio company's business or in the technological, market, economic, legal or regulatory environment in which the business operates; or
market conditions have deteriorated, which may be indicated by a fall in the share prices of quoted businesses operating in the same or related sectors.
It is not the Company's policy to exercise control or significant influence over portfolio companies. Therefore, in accordance with the exemptions under FRS 9 "Associates and Joint Ventures", those undertakings in which the Company holds more than 20 per cent., but less than 50 per cent., of the equity of an investment company, and the investment company is not a subsidiary, are not regarded as associated undertakings.
Current asset investments
In accordance with FRS 26, units held in funds used for cash management are designated as fair value through profit and loss. These investments are classified as current asset investments as they are investments held for the short term.
Gains and losses on investments
Gains and losses arising from changes in the fair value of the investments are included in the Income statement for the year as a capital item and are allocated to Investment holding losses.
Investment Income
Dividends receivable on quoted equity shares are recognised on the ex-dividend date. Income receivable on unquoted equity and non-equity shares and loan notes is recognised when the Company's right to receive payment and expect settlement is established. Fixed returns on non-equity shares and debt securities are recognised on a time apportionment basis (including amortisation of any premium or discount to redemption) so as to reflect the effective interest rate, provided there is no reasonable doubt that payment will be received in due course. Income from fixed interest securities and deposit interest is included on an effective interest basis.
Investment management fees and other expenses
All expenses, including expenses incidental to the acquisition or disposal of an investment, are accounted for on an accruals basis and are charged wholly to the income statement except for 75 per cent. of management fees which are allocated to capital to the extent that these relate to an enhancement in the value of the investments. This is in line with the Board's expectation that over the long term 75 per cent. of the Company's investment returns will be in the form of capital gains
Costs associated with the issue of shares are charged to the share premium account. Costs associated with the buy back of shares are charged to the special reserve.
Taxation
Taxation is applied on a current basis in accordance with FRS 16 "Current tax". Taxation associated with capital expenses is applied in accordance with the SORP. In accordance with FRS 19 "Deferred tax", deferred taxation is provided in full on timing differences that result in an obligation at the balance sheet date to pay more tax or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the Financial Statements. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered.
The Directors have considered the requirements of FRS 19 and do not believe that any provision should be made for deferred tax.
Foreign exchange
The currency of the primary economic environment in which the Company operates (the functional currency) is pounds Sterling ("Sterling"), which is also the presentational currency of the Company. Transactions involving currencies other than Sterling are recorded at the exchange rate ruling on the transaction date. At each Balance sheet date, monetary items and non-monetary assets and liabilities that are measured at fair value, which are denominated in foreign currencies, are retranslated at the closing rates of exchange. Exchange differences arising on settlement of monetary items and from retranslating at the Balance sheet date of investments and other financial instruments measured at fair value through profit or loss, and other monetary items, are included in the Profit and loss account. Exchange differences relating to investments and other financial instruments measured at fair value are subsequently included in the Investment holding losses.
Reserves
Share premium account
This reserve accounts for the difference between the price paid for shares and the nominal value of the shares, less issue costs.
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.
Investment holding losses
Increases and decreases in the valuation of investments held at the year end against cost are included in this reserve.
Special reserve
The reduction in the nominal value of shares, the cancellation of the share premium and capital redemption reserves has created a special reserve that can be used to fund market purchases and subsequent cancellation of own shares, to cover gross realised losses, and for other distributable purposes.
Dividends
In accordance with FRS 21 "Events after the balance sheet date", dividends declared by the Company and payable to equity shareholders are accounted for in the period in which the dividend has been paid or approved by shareholders at an annual general meeting.
| 2. Gains/(losses) on investments | Year ended 31 December 2011 £'000 | Year ended 31 December 2010 £'000 |
| Unrealised gains/(losses) on fixed asset investments held at fair value through profit or loss | 993 | (2,209) |
| Unrealised loss on deferred consideration held at fair value through profit or loss | (6) | - |
| 987 | (2,209) | |
| Realised gains on fixed asset investments held at fair value through profit or loss (includes escrow receipts from previously sold investments and distributions from investments in liquidation) | 270 | 1,576 |
| 1,257 | (633) |
| 3. Investment income | Year ended 31 December 2011 £'000 | Year ended 31 December 2010 £'000 |
| Income recognised on investments held at fair value through profit or loss | ||
| Dividends | 359 | - |
| Listed fixed interest securities | 13 | 3 |
| Loans to venture capital portfolio companies | 67 | 91 |
| Other income | 10 | 22 |
| 449 | 116 | |
| Income recognised on investments measured at amortised cost | ||
| Bank deposit interest | 73 | 16 |
| 522 | 132 |
Interest income earned on impaired investments at 31 December 2011 was £nil (2010: £nil).
| 4. Investment management fees | Year ended 31 December 2011 £'000 | Year ended 31 December 2010 £'000 |
| Investment management fees charged to revenue | 107 | 412 |
| Investment management fees charged to capital | 322 | - |
| 429 | 412 |
With effect from 1 January 2011, 75 per cent. of management fees are allocated to the realised capital reserve. This is in line with the revised policy adopted by the Board and the Board's expectation that over the long term 75 per cent of the Company's investment returns will be in the form of capital gains.
In accordance with the Termination Agreement dated 8 December 2010, investment management fees were paid to SPARK Venture Management Limited. Albion Ventures LLP received no management fees during the year.
| 5. Other expenses | Year ended 31 December 2011 £'000 | Year ended 31 December 2010 £'000 |
| Administrative and secretarial services | 77 | 68 |
| Directors' remuneration (note 6) | 46 | 49 |
| Auditor's remuneration | ||
| - Fees payable for audit of the Financial Statements | 23 | 18 |
| - Fees payable for other services relating to tax | 4 | 15 |
| Legal and professional expenses | 27 | 83 |
| Insurance | 10 | 19 |
| Management fees payable to OLIM Limited | - | 1 |
| Irrecoverable VAT | 26 | 35 |
| Other expenses | 77 | 62 |
| 290 | 350 |
The Auditor was also paid £2,500 for a review of the investment valuations as part of the preparation of the Prospectus for the issue of shares for the Merger between the Company and Kings Arms Yard VCT 2 PLC. This expense, together with the other expenses of the Merger, have been charged to the Share premium account (before its cancellation).
In accordance with the Termination Agreement dated 8 December 2010, administrative and secretarial fees were paid to SPARK Venture Management Limited. Albion Ventures LLP received no administrative and secretarial fees during the year.
| 6. Directors' fees | Year ended 31 December 2011 £'000 | Year ended 31 December 2010 £'000 |
| Amount payable to Directors | 49 | 45 |
| National insurance | 2 | 4 |
| Tax and national insurance recovered from past directors | (5) | - |
| 46 | 49 |
Further information regarding Directors' remuneration can be found in the Directors' remuneration report on page 26 of the Annual Report and Financial Statements.
| 7. Tax on ordinary activities | Year ended 31 December 2011 £'000 | Year ended 31 December 2010 £'000 |
| UK Corporation tax payable | - | - |
| Reconciliation of profit/(loss) on ordinary activities to taxation charge | Year ended 31 December 2011 £'000 | Year ended 31 December 2010 £'000 |
| Profit/(loss) on ordinary activities before taxation | 1,060 | (1,214) |
| Tax (charge)/credit) on profit/(loss) at standard UK corporation tax rate of 26% (2010: 28%) | (281) | 340 |
| Effects of: | ||
| Non taxable gains/(losses) | 333 | (177) |
| Non taxable income | 95 | |
| Unutilised management expenses | (147) | (163) |
| - | - |
The UK government changed the rate of corporation tax from 28 per cent. to 26 per cent. with effect from 1 April 2011. The effective rate of tax for the year ended 31 December 2011 is 26.5 per cent. (90 days at 28 per cent. and 275 days at 26 per cent.) The tax charge for the year shown in the income statement is lower than the standard rate of corporation tax for the reasons shown above.
The Company has excess trading losses of £9,189,000 (2010: £8,632,000) that are available for offset against future profits. A deferred tax asset of £2,388,000 (2010: £2,420,000) has not been recognised in respect of those losses as they will be recoverable only to the extent that the Company has sufficient future taxable profits.
| 8. Dividends | Year ended 31 December 2011 £'000 | Year ended 31 December 2010 £'000 |
| Final dividend of 4 pence per share paid on 11 June 2010 | - | 4,430 |
| Interim dividend of 1 penny per share paid on 24 September 2010 | - | 1,103 |
| Final dividend of 0.67 pence per share paid on 24 June 2011 | 739 | - |
| Unclaimed dividends returned to Company during the year | (120) | - |
| 619 | 5,533 |
The Directors have declared a first dividend of 0.5 pence per share for the year ended 31 December 2012, which will amount to approximately £1,047,000. This dividend will be paid on 25 May 2012 to shareholders on the register on 27 April 2012.
| 9. Earnings per share | Year ended 31 December 2011 | Year ended 31 December 2010 | ||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| Return/(loss) attributable to equity shares (£'000) | 125 | 935 | 1,060 | (581) | (663) | (1,214) |
| Weighted average shares in issue (excluding treasury shares) | 135,360,943 | 110,370,135 | ||||
| Return/(loss) attributable per equity share (pence) | 0.10 | 0.70 | 0.80 | (0.50) | (0.60) | (1.10) |
There is no dilution effect in respect of the year ended 31 December 2011 (2010: nil).
10. Acquisition of the assets and liabilities of Kings Arms Yard VCT 2 PLC
On 30 September 2011, the following assets and liabilities of Kings Arms Yard VCT 2 PLC ("KAY 2") were transferred to the Company in exchange for the issue to KAY 2 shareholders of 99,050,205 shares in the Company, at an issue price of 16.5349 pence per share:
| £'000 | ||
| Fixed asset investments | 11,422 | |
| Debtors | 175 | |
| Current asset investments | 991 | |
| Cash at bank and in hand | 3,953 | |
| Creditors | (162) | |
| 16,379 |
On the same day, Kings Arms Yard VCT 2 PLC was placed into members' voluntary liquidation pursuant to a scheme of reconstruction under section 110 of the Insolvency Act 1986.
The net asset values ("NAVs") per share of each fund used for the purposes of conversion at the calculation date of 29 September 2011 were 16.5349 and 21.1746 for the Company and KAY 2 PLC respectively. The conversion ratio for each KAY 2 PLC share was 1.2806 shares for each Kings Arms Yard VCT PLC share.
New share certificates were sent to all shareholders during October 2011.
| 11. Fixed asset investments Summary of fixed asset investments | 31 December 2011 £'000 | 31 December 2010 £'000 |
| Unquoted equity | 19,412 | 9,784 |
| Unquoted loan stock | 4,242 | 2,354 |
| Quoted equity | 303 | 212 |
| 23,957 | 12,350 |
| 31 December 2011 £'000 | 31 December 2010 £'000 | |
| Opening valuation | 12,350 | 14,870 |
| Purchases at cost | 3,375 | 536 |
| Investments acquired from Kings Arms Yard VCT 2 PLC | 11,422 | - |
| Disposal proceeds | (4,454) | (2,423) |
| Realised gains | 270 | 1,576 |
| Movement in loan stock accrued income | 7 | - |
| Unrealised gains/(losses) | 997 | (2,209) |
| Closing valuation | 23,957 | 12,350 |
| Movement in loan stock accrued income | ||
| Opening accumulated movement in loan stock accrued income | - | - |
| Movement in loan stock accrued income | 7 | - |
| Closing accumulated movement in loan stock accrued income | 7 | - |
| Movement in unrealised losses | ||
| Opening accumulated unrealised losses | (9,574) | (7,941) |
| Transfer of previously unrealised losses to realised reserve on disposal of investments | 3,603 | 576 |
| Movement in unrealised gains/(losses) | 993 | (2,209) |
| Closing accumulated unrealised losses | (4,978) | (9,574) |
| Historic cost basis | ||
| Opening book cost | 21,924 | 22,811 |
| Purchases at cost | 3,375 | 536 |
| Investments acquired from Kings Arms Yard VCT 2 PLC | 11,422 | - |
| Sales at cost | (7,793) | (1,423) |
| Closing book cost | 28,928 | 21,924 |
Amounts shown as cost represent the acquisition cost in the case of investments made by the Company and/or the valuation attributed to the investments acquired from other VCTs at the dates of merger, plus any subsequent acquisition cost.
Purchases and disposals in the cashflow statement may not equal purchases and disposals in the table above due to settlement debtors and creditors and the receipt of consideration totaling £129,000 from the sale of investments as shares, rather than in cash.
All fixed asset investments are held at fair value through profit or loss. Loan stocks valued at £2,445,000 yield a fixed rate of interest.
The Company does not hold any assets as the result of the enforcement of security during the period, and believes that the carrying values for both impaired and past due assets are covered by the value of security held for these loan stock investments.
| Investment valuation methodologies Unquoted investments are valued in accordance with the IPEVCV guidelines as follows: | 31 December 2011 £'000 | 31 December 2010 £'000 |
| Revenue multiple | 8,336 | 7,152 |
| Price of recent investment | 7,109 | 1,679 |
| Earnings multiple | 5,267 | 2,963 |
| Cost reviewed for impairment | 2,932 | - |
| Net assets | 10 | - |
| Cost reviewed for recent performance | - | 325 |
| Expected distribution | - | 19 |
| 23,654 | 12,138 |
| Change in valuation methodology (2010 to 2011) | Value as at 31 December 2011 £'000 | Explanatory Note |
| Revenue multiple to earnings multiple | 3,860 | Business making trading profits |
| Earnings multiple to price of recent investment | 868 | More recent information available |
| Cost reviewed for impairment to price of recent investment | 829 | More recent information available |
| Revenue multiple to cost reviewed for impairment | 152 | Decline in performance |
| Revenue multiple to price of recent investment | 13 | More recent information available |
| Expected distribution to net assets | 10 | Scale back of business |
The valuation will be the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the September 2009 IPEVCV Guidelines. The Directors believe that the methods used are the most appropriate methods of valuation as at 31 December 2011.
Fair value hierarchy
FRS 29 'Financial Instruments: Disclosures' requires the Company to disclose the inputs to the valuation methods applied to its investments at fair value through profit or loss in a fair value hierarchy according to the following definitions:
| Fair value hierarchy | Definition |
| Level 1 | Unadjusted quoted (bid) prices applied where an active market exists |
| Level 2 | Inputs to valuation are from observable sources and are directly or indirectly derived from prices |
| Level 3 | Inputs to valuations not based on observable market data |
Fixed asset investments at fair value through profit or loss as at 31 December 2011 are categorised in accordance with FRS 29 as follows:
| 31 December 2011 £'000 | Level 1 £'000 | Level 2 £'000 | Level 3 £'000 | |
| Unquoted equity | 19,412 | - | - | 19,412 |
| Unquoted loan stock | 4,242 | - | - | 4,242 |
| Quoted equity | 303 | 303 | - | - |
| 23,957 | 303 | - | 23,654 |
Fixed asset investments at fair value through profit or loss as at 31 December 2010 are categorised in accordance with FRS 29 as follows:
| 31 December 2010 £'000 | Level 1 £'000 | Level 2 £'000 | Level 3 £'000 | |
| Unquoted equity | 9,784 | - | - | 9,784 |
| Unquoted loan stock | 2,354 | - | - | 2,354 |
| Quoted equity | 212 | 212 | - | - |
| 12,350 | 212 | - | 12,138 |
| Level 3 reconciliation | 31 December 2011 £'000 | 31 December 2010 £'000 |
| Opening valuation | 12,138 | 14,440 |
| Purchases at cost | 3,375 | 536 |
| Investments acquired from Kings Arms Yard VCT 2 PLC | 11,200 | - |
| Disposal proceeds | (4,294) | (2,335) |
| Realised net gains on disposal | 833 | 1,569 |
| Movement in loan stock accrued income | 7 | - |
| Investment holding gains/(losses) | 395 | (2,072) |
| Closing valuation | 23,654 | 12,138 |
FRS29 requires the Directors to consider the impact of changing one or more of the inputs used as part of the valuation process. The valuation methodology applied to 58 per cent. of the unquoted portfolio (Level 3) is neither price of recent investment nor cost. The Directors believe that changes to reasonable possible alternative assumptions for the valuation of this part of the portfolio could result in an increase of £1.8m or a decrease of £1.2m in the valuation of the unquoted investments.
12. Significant holdings
The principal activity of the Company is to select and hold a portfolio of investments in quoted and unquoted securities. Although the Company, through the Manager, will, in some cases, be represented on the board of the portfolio company, it will not take a controlling interest or become involved in the management. The size and structure of companies with unquoted securities may result in certain holdings in the portfolio representing a participating interest without there being any partnership, joint venture or management consortium agreement.
The Company has interests of greater than 20 per cent. of the nominal value of any class (some of which are non-voting) of the allotted shares in the portfolio companies as at 31 December 2011 as described below. All of the companies are incorporated in Great Britain.
| Company | Class of share | Number of shares held | Proportion of class held |
| Elateral Holdings Limited | Ordinary shares | 17,380,462 | 31.8% |
| Lab M Holdings Limited | A Ordinary shares | 2,280,000 | 100.0% |
| B Ordinary shares | 600 | 60.0% | |
| Preferred ordinary shares | 389,940 | 52.3% | |
| Sift Limited | Ordinary shares | 16,828,131 | 29.8% |
| A Ordinary shares | 3,199,455 | 28.4% | |
| B Ordinary shares | 4,872,240 | 42.4% | |
| UniServity Limited | Ordinary shares | 24,605 | 14.3% |
| A Ordinary shares | 86,152 | 100.0% | |
| B Ordinary shares | 44,500 | 100.0% |
As permitted by FRS 9, the investments listed above are held as part of an investment portfolio, and their value to the Company is as part of a portfolio of investments. Therefore, these investments are not considered to be associated undertakings.
| 13. Current assets Trade and other debtors | 31 December 2011 £'000 | 31 December 2010 £'000 |
| Other debtors | 513 | 628 |
| Prepayments and accrued income | 44 | 58 |
| 557 | 686 |
The Directors consider that the carrying amount of debtors is not materially different to their fair value.
| Current asset investments | 31 December 2011 £'000 | 31 December 2010 £'000 |
| The Royal Bank of Scotland Global Treasury Funds plc | - | 3,230 |
| UBS RBS Group European Commercial Paper 16/06/11 to 14/06/12 | 1,976 | - |
| 1,976 | 3,230 |
Current asset investments represent money held for investment. The fair value hierarchy applied to this current asset investment is Level 1.
| 14. Creditors: amounts falling due within one year | 31 December 2011 £'000 | 31 December 2010 £'000 |
| Trade creditors | 27 | 5 |
| Accruals | 108 | 76 |
| Other creditors | 127 | 118 |
| 262 | 199 |
The Directors consider that the carrying amount of creditors is not materially different to their fair value.
| 15. Called up share capital | 31 December 2011 £'000 | 31 December 2010 £'000 |
| Allotted, issued and fully paid and voting rights: | ||
| 209,467,597 Ordinary shares of 1 penny (2010: 110,370,135 Ordinary shares of 5 pence) | 2,095 | 5,519 |
No shares were bought back for cancellation by the Company during the year ended 31 December 2011 (2010: nil).
The nominal value of the Ordinary shares was reduced from 5 pence to one penny on 23 November 2011, following approval by shareholders at the General Meeting on 23 September 2011.
Under the terms of the Dividend Reinvestment Scheme, the following Ordinary shares of nominal value 5 pence per share were allotted during the year:
| Date of allotment | Number of shares allotted | Aggregate nominal value of shares (£) | Issue price (pence per share) | Net consideration received (£) | Opening market price per share on allotment date (pence per share) |
| 24 June 2011 | 47,257 | 2,363 | 15.93 | 5,165 | 7.75 |
The Company issued 99,050,250 Ordinary shares to former shareholders in Kings Arms Yard VCT 2 PLC as part of the Merger as explained in note 10.
16. Net asset value per share
The net asset value per share as at 31 December 2011 of 16.70 pence (2010: 16.60 pence) is based on net assets of £34,986,000 (2010: £18,283,000) divided by the 209,467,597 shares in issue at that date (2010: 110,370,135).
| 17. Analysis of changes in cash during the year | 31 December 2011 £'000 | 31 December 2010 £'000 |
| Opening cash balances | 2,216 | 3,190 |
| Net cash flow | 6,542 | (974) |
| Closing cash balances | 8,758 | 2,216 |
| 18. Reconciliation of operating profit/(loss) to net cash flow from operating activities | 31 December 2011 £'000 | 31 December 2010 £'000 |
| Profit/(loss) on ordinary activities before tax | 125 | (1,214) |
| Capitalised investment management fees | (322) | 633 |
| Movement in accrued loan stock interest | 7 | - |
| Decrease in debtors | 113 | 58 |
| Decrease in creditors | (128) | (1) |
| Net cash flow from operating activities | (205) | (524) |
19. Capital and financial instruments risk management
The Company's capital comprises Ordinary shares as described in note 15. The Company is permitted to buy back its own shares for cancellation or treasury purposes and this policy is described in more detail on page 20 of the Annual Report and Financial Statements.
The Company's financial instruments comprise equity and loan stock investments in unquoted and quoted companies, cash balances and liquid cash instruments and short term debtors and creditors which arise from its operations. The main purpose of these financial instruments is to generate cashflow, revenue and capital appreciation for the Company's operations. The Company has no gearing or other financial liabilities apart from short term creditors. The Company does not use any derivatives for the management of its balance sheet.
The principal financial instrument risks arising from the Company's operations are:
investment (or market) risk (which comprises investment price and cash flow interest rate risk);
credit risk; and
liquidity risk.
The Board regularly reviews and agrees policies for managing each of these risks. There have been no changes in the nature of the risks that the Company has faced during the past year, and there have been no changes in the objectives, policies or processes for managing risks during the past year. The key risks are summarised below.
Investment risk
As a venture capital trust, it is the Company's specific nature to evaluate and control the investment risk in its portfolio in unquoted and quoted investments, details of which are shown on pages 11 to 13 of the Annual Report and Financial Statements. Investment risk is the exposure of the Company to the revaluation and devaluation of investments. The main driver of investment risk is the operational and financial performance of the portfolio company and the dynamics of market quoted comparators. The Manager receives management accounts from portfolio companies, and members of the investment management team often sit on the boards of unquoted portfolio companies; this enables the close identification, monitoring and management of investment risk.
The Manager and the Board formally review investment risk (which includes market price risk), both at the time of initial investment and at quarterly Board meetings.
The Board monitors the prices at which sales of investments are made to ensure that profits to the Company are maximised, and that valuations of investments retained within the portfolio appear sufficiently prudent and realistic compared to prices being achieved in the market for sales of unquoted investments.
The maximum investment risk as at the balance sheet date is the value of the fixed and current asset investment portfolio which is £25,933,000 (2010: £15,580,000). Fixed and current asset investments form 74 per cent. of the net asset value as at 31 December 2011 (2010: 85 per cent.).
More details regarding the classification of fixed and current asset investments are shown in notes 11 and 13.
Investment price risk
Investment price risk is the risk that the fair value of future investment cash flows will fluctuate due to factors specific to an investment instrument or to a market in similar instruments. As a venture capital trust the Company invests in unquoted and quoted companies in accordance with the investment policy set out on page 14 of the Annual Report and Financial Statements. The management of risk within the venture capital portfolio is addressed through careful investment selection, by diversification across different industry segments, by maintaining a wide spread of holdings in terms of financing stage and by limitation of the size of individual holdings. The Directors monitor the Manager's compliance with the investment policy, review and agree policies for managing this risk and monitor the overall level of risk on the investment portfolio on a regular basis.
Valuations are based on the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the IPEVCV guidelines. Details of the sectors in which the Company is currently invested are shown in the pie chart in the Manager's report.
As required under FRS 29 "Financial Instruments: Disclosures", the Board is required to illustrate by way of a sensitivity analysis the degree of exposure to market risk. The Board considers that the value of the fixed and current asset investment portfolio is sensitive to a 10 per cent. change based on the current economic climate. The impact of a 10 per cent. change has been selected as this is considered reasonable given the current level of volatility observed both on a historical basis and future expectations.
The sensitivity of a 10 per cent. increase or decrease in the valuation of the fixed and current asset investment portfolio (keeping all other variables constant) would increase or decrease the net asset value and return for the year by £2,593,000.
Foreign currency risk
The Company is unlikely to be significantly affected by currency fluctuations. Revenue received in currencies other than sterling is converted into sterling on or shortly after the date of receipt as are any proceeds from the disposal of foreign currency investments.
At the year ended 31 December 2011, the Company held investments denominated in currencies other than sterling of £178,000 (2010: £140,000).
Cash flow interest rate risk
It is the Company's policy to accept a degree of interest rate risk on its financial assets through the effect of interest rate changes. On the basis of the Company's analysis, it is estimated that a rise of one percentage point in all interest rates would have increased total return before tax for the year by approximately £63,000 (2010: £82,000). Furthermore, it is considered that a fall of interest rates below current levels during the year would have been unlikely.
The weighted average interest rate applied to the Company's fixed rate fixed asset investments during the year was approximately 0.7 per cent. (2010: 3.3 per cent.). The weighted average period to expected maturity for the fixed rate fixed assets is approximately 9.5 years (2010: 2.2 years).
The Company's financial assets and liabilities as at 31 December 2011, denominated in pounds sterling, consist of the following:
| 31 December 2011 | 31 December 2010 | |||||||
| Fixed rate £'000 | Floating rate £'000 | Non-interest bearing £'000 | Total £'000 | Fixed rate £'000 | Floating rate £'000 | Non-interest bearing £'000 | Total £'000 | |
| Unquoted equity | - | - | 19,412 | 19,412 | - | - | 9,784 | 9,784 |
| Quoted equity | - | - | 303 | 303 | - | - | 212 | 212 |
| Unquoted loan stock | 2,245 | 200 | 1,797 | 4,242 | 1,246 | 143 | 965 | 2,354 |
| Debtors | - | - | 557 | 557 | - | - | 686 | 686 |
| Current liabilities | - | - | (262) | (262) | - | - | (199) | (199) |
| Cash and liquid investments | 8,423 | 2,311 | - | 10,734 | - | 5,446 | - | 5,446 |
| Total net assets | 10,668 | 2,511 | 21,807 | 34,986 | 1,246 | 5,589 | 11,448 | 18,283 |
Credit risk
Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The Company is exposed to credit risk through its debtors, investment in unquoted loan stock, quoted corporate bonds and through the holding of cash on deposit with banks.
The Manager evaluates credit risk on loan stock instruments prior to investment and as part of its ongoing monitoring of investments. In doing this, it takes into account the extent and quality of any security held. In the past loan stock may or may not have a fixed or floating charge, which may or may not have been subordinated, over the assets of the portfolio company. However, for new investments, typically loan stock instruments will have a first fixed charge or a fixed and floating charge over the assets of the portfolio company in order to mitigate the gross credit risk.
The Manager receives management accounts from investee companies, and members of the investment management team often sit on the boards of unquoted investee companies; this enables the close identification, monitoring and management of investment specific credit risk.
The Manager and the Board formally review credit risk (including debtors) and other risks, both at the time of initial investment and at quarterly Board meetings.
The Company's total gross credit risk at 31 December 2011 was limited to £4,242,000 (2010: £2,354,000) of unquoted loan stock instruments, £1,976,000 (2010: nil) of UBS RBS Group ECP 16/06/11 to 16/06/12 quoted corporate bonds, and £8,758,000 (2010: £2,216,000 plus £3,230,000 RBS Global Treasury Fund) cash on deposit with banks.
As at the balance sheet date, cash and liquid investments held by the Company are held with The Royal Bank of Scotland plc, Scottish Widows Bank plc (part of Lloyds Banking Group plc), Standard Life Cash Savings (part of Barclays Bank plc) and UBS Wealth Management AG. Credit risk on cash transactions is mitigated by transacting with counterparties that are regulated entities subject to regulatory supervision, with high credit ratings assigned by international credit-rating agencies.
The cost, impairment and carrying value of impaired loan stocks held at fair value at 31 December 2011 and 31 December 2010 are as follows:
| 31 December 2011 | 31 December 2010 | |||||
| Cost £'000 | Impairment £'000 | Carrying value £'000 | Cost £'000 | Impairment £'000 | Carrying value £'000 | |
| Impaired loan stock | 764 | 303 | 461 | - | - | - |
Liquidity risk
Liquid assets are held as cash on current account, deposit or short term money market accounts or similar instruments. Under the terms of its Articles, the Company has the ability to borrow an amount equal to its adjusted capital and reserves of the latest published audited balance sheet.
The Company has no committed borrowing facilities as at 31 December 2011 (2010: £nil) and had cash and liquid asset balances of £10,734,000 (2010: £5,446,000).
There are no externally imposed capital requirements other than the minimum statutory share capital requirements for public limited companies.
The main cash outflows are for new investments, the buy back of shares and dividend payments, which are within the control of the Company. The Manager formally reviews the cash requirements of the Company on a monthly basis, and the Board on a quarterly basis as part of its review of management accounts and forecasts. The Company's financial liabilities at 31 December 2011 are short term in nature and total £262,000 (2010: £199,000).
The carrying value of loan stock investments analysed by expected maturity dates is as follows:
| 31 December 2011 | 31 December 2010 | ||||||||
| Redemption date | Fully performing loan stock £'000 | Past due loan stock £'000 | Impaired loan stock £'000 | Total £'000 | Fully performing loan stock £'000 | Past due loan stock £'000 | Impaired loan stock £'000 | Total £'000 | |
| Less than one year | 129 | - | - | 129 | - | - | - | - | |
| 1-2 years | - | - | - | - | 1,796 | - | - | 1,796 | |
| 2-3 years | 1,207 | - | 461 | 1,668 | 169 | - | - | 169 | |
| 3-5 years | 1,102 | - | - | 1,102 | 246 | 143 | - | 389 | |
| 5 + years | 1,343 | - | - | 1,343 | - | - | - | - | |
| Total | 3,781 | - | 461 | 4,242 | 2,211 | 143 | - | 2,354 | |
In view of the factors identified above, the Board considers that the Company is subject to low liquidity risk.
Fair values of financial assets and financial liabilities
All the Company's financial assets and liabilities as at 31 December 2011 are stated at fair value as determined by the Directors. There are no financial liabilities other than creditors. The Company's financial liabilities are all non-interest bearing. It is the Directors' opinion that the book value of the financial liabilities is not materially different to the fair value and all are payable within one year.
20. Commitments, contingencies and guarantees
As at 31 December 2011, there was a commitment of £148,000 (2010: £nil) in respect of further funding to be provided to an existing portfolio company.
There were no contingent liabilities or guarantees given by the Company as at 31 December 2011 (2010: £nil).
21. Post balance sheet events
Since 31 December 2011, the Company has had the following material post balance sheet events:
- the sale of 35,000 shares in Celldex Therapeutics Inc for £112,000 realising a gain of £54,000 on the carrying value at 31 December 2011;
- a repayment of £45,000 loan stock from Hilson Moran Holdings Limited; and
- further investments of:
£692,000 in Alto Prodotto Wind Limited;
£485,000 in The Street by Street Solar Programme Limited;
£460,000 in AVESI Limited;
£420,000 in Regenerco Renewable Energy Limited;
£353,000 in Sift Limited;
£300,000 in Greenenerco Limited;
£159,000 in Perpetuum Limited; and
£128,000 in Oxford Immunotec Limited.
22. Related party disclosures
During the year to 31 December 2011, the Manager, Albion Ventures LLP, was considered to be a related party by virtue of the fact that Patrick Reeve, who had been a Director of the Company until 3 October 2011, is also Managing Partner of the Manager. The Company was not charged any fees by Albion Ventures LLP in respect of Patrick Reeve's services as a Director as any remuneration normally paid for such services had been waived by Albion Ventures LLP.
The Manager is party to an Investment management agreement from the Company as disclosed on page 19 of the Annual Report and Financial Statements. As part of this agreement, Albion Ventures LLP received no investment management, administration or secretarial fees during the year. In accordance with the Termination Agreement dated 8 December 2010, investment management fees, administration and secretarial fees were paid to SPARK Venture Management Limited up to 30 November 2011.
Albion Ventures LLP is, from time to time, eligible to receive transaction fees and Directors' fees from investee companies. During the year ended 31 December 2011, fees of £82,000 attributable to the investments of the Company were received pursuant to these arrangements (SPARK Venture Management Limited 2010: £40,000).
Albion Ventures LLP holds 1,084 shares as a result of the fractional entitlements arising from the Merger of Kings Arms Yard VCT 2 PLC on 30 September 2011.
There are no other related party transactions or balances requiring disclosure.
23. Principal risks and uncertainties
In addition to the current economic risks outlined in the Chairman's statement, 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 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.
To reduce this risk, the Board places reliance upon the skills and expertise of the Manager and its 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 investee company boards) and the Board receives detailed reports on each investment as part of the Manager's report at quarterly board meetings. For new investments, it is the policy of the Company for portfolio companies to not normally have external borrowings.
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 11 of the Financial Statements, the unquoted equity investments, convertible loan stock and debt issued at a discount held by the Company are valued at fair value through profit or loss 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.
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, used to operating within the requirements of the venture capital trust legislation. In addition, to provide further formal reassurance, the Board has appointed Grant Thornton LLP as its taxation advisers. Grant Thornton LLP report annually 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 Committee meets with the Manager's Internal Auditor, Littlejohn LLP, when required, receiving a report regarding the last formal internal audit performed on the Manager, and providing the opportunity for the Audit Committee to ask specific and detailed questions. The Audit Committee Chairman has met with the internal audit Partner of Littlejohn LLP to discuss the most recent Internal Audit Report 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 Company's internal controls through the implementation of the Turnbull guidance are detailed on page 24 of the full Annual Report and Financial Statements.
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 Company is 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. 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.
Most of the Company's income and expenditure is denominated in sterling. There is one foreign currency portfolio investment whose value as at 31 December 2011 was £178,000 (2010:£140,000). It is therefore unlikely that the Company will be significantly affected by currency fluctuations.
The Company is financed through equity and does not have any borrowings. The Company does not use derivative financial instruments for speculative purposes.
24. Other information
The information set out in this announcement does not constitute the Company's statutory accounts within the terms of section 434 of the Companies Act 2006 for the years ended 31 December 2011 and 31 December 2010, and is derived from the statutory accounts for those financial years, which have been, or in the case of the accounts for the year ended 31 December 2011, which will be, delivered to the Registrar of Companies. The Auditor reported on those accounts; the reports were unqualified and did not contain a statement under s498 (2) or (3) of the Companies Act 2006.
The Company's Annual General Meeting will be held at The City of London Club, 19 Old Broad Street, London, EC2N 1DS on 17 May 2012 at 12.30pm.
25. Publication
The full audited Annual Report and Financial Statements are 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 under the 'Our Funds' section, by clicking on 'Kings Arms Yard VCT PLC', where the Report can be accessed as a PDF document via a link under the 'Investor Centre' in the 'Financial Reports and Circulars' section
Kings Arms Yard VCT PLC - Split of portfolio valuation by sector
Kings Arms Yard VCT PLC - Investments split between SPARK and Albio
Kings Arms Yard VCT PLC - NAV Total Return
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: Kings Arms Yard VCT PLC via Thomson Reuters ONE
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