Kings Arms Yard VCT PLC: Half-yearly report
Kings Arms Yard VCT PLC
As required by the UK Listing Authority's Disclosure and Transparency Rule 4.2, Kings Arms Yard VCT PLC today makes public its information relating to the Half-yearly Financial Report (which is unaudited) for the six months to 30 June 2014. This announcement was approved by the Board of Directors on 29 August 2014.
The full Half-yearly Financial Report, (which is unaudited) for the period to 30 June 2014 will shortly be sent to shareholders. Copies of the full Half-yearly Financial Report will be shown via the Albion Ventures LLP website by clicking www.albion-ventures.co.uk/ourfunds/KAY.htm.
Investment objectives
The Company is a Venture Capital Trust. The investment policy is intended to produce a regular and predictable dividend stream with an appreciation in capital value as set out below.
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Financial calendar
| Record date for second dividend | 3 October 2014 |
| Payment date of second dividend | 31 October 2014 |
| Financial year end | 31 December 2014 |
Financial highlights
| Unaudited six months ended 30 June 2014 | Unaudited six months ended 30 June 2013 | Audited year ended 31 December 2013 | |
| (pence per share) | (pence per share) | (pence per share) | |
| Dividends paid | 0.50 | 0.50 | 1.00 |
| Revenue return | 0.15 | 0.10 | 0.58 |
| Capital (loss)/return | (0.13) | 0.50 | 1.77 |
| Net asset value enhancement as a result of share buy-backs | 0.01 | 0.10 | 0.20 |
| Net asset value | 19.98 | 19.10 | 20.45 |
| Shareholder net asset value total return | From Launch to 31 December 2010 (pence per share) | 1 January 2011* to 30 June 2014 (pence per share) | From Launch to 30 June 2014 (pence per share) |
| Subscription price per share at launch | 100.00 | - | 100.00 |
| Dividends paid | 58.66 | 3.17 | 61.83 |
| (Decrease)/increase in shareholder net asset value | (83.40) | 3.38 | (80.02) |
| Shareholder net asset value total return | 75.26 | 6.55 | 81.81 |
* Date that Albion Ventures LLP was appointed Manager.
| Current annual dividend objective (pence per share) | 1.00 |
The Directors have declared a second dividend of 0.5 pence per share for the year ended 31 December 2014, which will be paid on 31 October 2014 to shareholders on the register as at 3 October 2014.
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 at the end of this announcement.
Chairman's statement
Introduction
We are pleased to report that the six month period to 30 June 2014 has demonstrated further satisfactory progress. The portfolio has shown further growth but there has been a slight reduction in net asset value per share after the payment in April of the regular bi-annual dividend. The Manager has invested £5.0m in the period, including £3.0m to build and operate two new freehold care homes. The overall portfolio is looking increasingly robust with asset backed investments now comprising approximately 28% of fund value. The proportion of asset backed fund investments is expected to rise further during the next year. The increase in yielding investments has resulted in investment income covering the annual operating costs (management fee and other expenses), which is a significant milestone for the Company.
Results
Net asset value per share reduced in the period from 20.45 pence per share at 31 December 2013 to 19.98 pence per share at 30 June 2014, following the payment of a 0.50 pence per share dividend. Total net asset value return (per 100 pence originally invested) has risen in the period from 81.78 pence per share at 31 December 2013 to 81.81 pence per share on 30 June 2014 (30 June 2013: 79.93 pence per share).
All of the newly developed asset-backed investment portfolio, the high growth portfolio and the total investment portfolio have shown overall improvements in value, despite a fall in value of the Company's holding in NASDAQ listed Oxford Immunotec Global PLC.
Investment activity
There has been significant investment activity in the six months ended June 2014 with £5.0m invested in new and existing portfolio companies. New investments added to the portfolio during the period comprise:
- Active Lives Care Limited (£1,912,000) which will develop a new care home in Cumnor Hill, Oxford;
- Albion Small Company Growth Limited (£1,054,000) which will develop a new care home in Hillingdon, London;
- Egress Software Technologies Limited (£430,000) which is a provider of cloud-based email and file encryption software;
- Green Highland Renewables (Ledgowan) Limited (£336,000) which is developing a hydroelectric power scheme;
- Grapeshot Limited (£280,000) which provides keyword technology for real time bidding of display advertising;
- Taunton Hospital Limited (£109,000) which operates a psychiatric hospital in Taunton;
- Mirada Medical Limited (£94,000) a medical imaging business; and
- Sandcroft Avenue Limited (£60,000) which trades as payasugym.com.
Meanwhile a number of follow-on investments have been made in companies within our legacy portfolio including: Abcodia Limited (£31,000); Elateral Group Holdings Limited (£150,000); Haemostatix Limited (£100,000); MyMeds&Me Limited (£73,000); Perpetuum Limited (£279,000) and The Street by Street Solar Programme Limited (£40,000).
During the period Atego Limited was acquired by PTC Inc (formerly Parametric Technology Corporation) for £2.26m (not including amounts held in escrow) and the Company received $1.2m from the release of an escrow in connection with the sale of Vivacta Limited last year.
Valuations
Once again the Board has rigorously examined and revalued the portfolio. The net effect has been a small uplift. Overall the asset backed investments have increased in value by £439,000 and the growth companies have increased in value by £383,000, however the share price of Oxford Immunotec Global PLC has fallen significantly since the float reducing the value of the Company's stake by £679,000.
Net asset value split as at 30 June 2014
Set out at the bottom of this announcement are sector and asset class diversification pie charts of the net asset value of the Company as at 30 June 2014.
Dividends
Progress to date gives the Board confidence in the sustainability of our dividend policy and we are therefore pleased to announce a further dividend of 0.50 pence per share to be paid on 31 October 2014, to shareholders on the register as at 3 October 2014.
Transactions with the Manager
Details of transactions with the Manager for the reporting period can be found in note 4 of this Half-yearly Financial Report. Details of related party transactions can be found in note 12.
Performance incentive fee
The Management incentive scheme that was approved by shareholders at the AGM of May 2013 came into effect on 1 January 2014 as the net asset value per share exceeded 20 pence on 31 December 2013. No fee will become payable unless the return at the year-end exceeds the performance hurdle of 20 pence plus the Retail Price Index plus 2 per cent. per annum. This is being kept under review by the Board.
Albion VCTs Top Up Offers
During the period 1 January 2014 to the date of this report, the Company has raised £2.9 million under the Albion VCTs Top Up Offers, which will close on 30 September 2014.
The proceeds of the Offers are being used to provide further resources at a time when a number of attractive new investment opportunities are being seen.
Share buy-backs
It remains the Company's policy to buy-back shares in the market, subject to the overall constraint that such purchases are in the Company's interest. This includes the maintenance of sufficient cash resources for investment in new and existing portfolio 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 5 per cent. discount to net asset value, so far as market conditions and liquidity permit.
In view of other investment opportunities available, the Company will limit the amount of buy-backs during the period to 31 December 2014 to £500,000 unless a material investment exit occurs.
During the six months the Company has bought back 5,384,000 of its shares at a total cost of £1,002,000 including stamp duty.
Risks and uncertainties
The outlook for the UK economy continues to be the key risk affecting your Company. Investment in small and unquoted companies also carries particular risks of its own. The Company's investment risk is mitigated by a number of processes, including our policy of ensuring that the Company has a first charge over portfolio companies' assets wherever possible.
Other risks and uncertainties remain unchanged and are as detailed in note 14.
Outlook
Whilst the economic environment appears more benign, uncertainties remain including the impact of any withdrawal of monetary stimulation (Quantitative Easing and low interest rates), sovereign and consumer debt burdens, and the conflicts in the Middle East and the Ukraine.
Your Board believes the current investment policy of combining asset-backed, income yielding investments with investments offering a higher risk/return profile, offers the best prospect of further improvements in capital value and a sustainable long term dividend.
Robin Field
Chairman
29 August 2014
Responsibility statement
The Directors, Robin Field, Thomas Chambers and Martin Fiennes, are responsible for preparing the Half-yearly Financial Report. The Directors have chosen to prepare this Half-yearly Financial Report for the Company in accordance with United Kingdom Generally Accepted Accounting Practice ("UK GAAP").
In preparing these summarised Financial Statements for the period to 30 June 2014, we the Directors of the Company, confirm that to the best of our knowledge:
(a) the summarised set of Financial Statements has been prepared in accordance with the pronouncement on interim reporting issued by the Accounting Standards Board;
(b) the interim management report, of which the Chairman's statement forms a part, 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 gives a true and fair view in accordance with UK GAAP of the assets, liabilities, financial position and profit and loss of the Company for the six months ended 30 June 2014 and comply with UK GAAP and Companies Act 2006; and
(d) the interim management report, of which the Chairman's statement forms a part, 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 31 December 2013.
This Half-yearly Financial Report has not been audited or reviewed by the Auditor.
By order of the Board
Robin Field
Chairman
29 August 2014
Portfolio of investments
The following is a summary of fixed asset investments as at 30 June 2014:
| Fixed asset investments | % voting rights | Cost(1) £'000 | Cumulative movement in value £'000 | Value £'000 | Change in value for the period(2) £'000 | |
| Asset-backed unquoted investments | ||||||
| Active Lives Care Limited | 15.6 | 1,912 | 4 | 1,916 | 4 | |
| Alto Prodotto Wind Limited | 11.1 | 1,000 | 342 | 1,342 | 78 | |
| Chonais Holdings Limited | 13.1 | 1,306 | 7 | 1,313 | 5 | |
| The Street by Street Solar Programme Limited | 10.0 | 1,040 | 264 | 1,304 | 27 | |
| Albion Small Company Growth Limited | 11.3 | 1,054 | 3 | 1,057 | 3 | |
| Regenerco Renewable Energy Limited | 9.8 | 935 | 80 | 1,015 | 19 | |
| Dragon Hydro Limited | 17.2 | 736 | 143 | 879 | 143 | |
| Bravo Inns II Limited | 5.0 | 800 | 19 | 819 | 12 | |
| AVESI Limited | 14.8 | 460 | 32 | 492 | 32 | |
| Greenenerco Limited | 8.6 | 300 | 109 | 409 | 109 | |
| Green Highland Renewables (Ledgowan) Limited | 10.0 | 336 | 4 | 340 | 4 | |
| Erin Solar Limited | 5.7 | 160 | - | 160 | - | |
| Taunton Hospital Limited | 0.7 | 109 | 3 | 112 | 3 | |
| Harvest AD Limited | 0.0 | 70 | - | 70 | - | |
| Total asset-backed unquoted investments | 10,218 | 1,010 | 11,228 | 439 | ||
| High growth unquoted investments | ||||||
| Elateral Group Limited | 37.7 | 2,494 | 2,581 | 5,075 | (15) | |
| Sift Limited | 40.2 | 3,275 | (633) | 2,642 | 2 | |
| Cluster Seven Limited | 28.6 | 2,218 | 219 | 2,437 | 174 | |
| Lab M Holdings Limited | 26.4 | 858 | 457 | 1,315 | 36 | |
| Hilson Moran Holdings Limited | 15.0 | 675 | 586 | 1,261 | 31 | |
| Perpetuum Limited | 15.7 | 1,644 | (823) | 821 | (88) | |
| Xention Limited | 5.1 | 608 | 193 | 801 | - | |
| Academia Inc | 5.3 | 350 | 427 | 777 | (14) | |
| Proveca Limited | 12.1 | 572 | 59 | 631 | 24 | |
| Anthropics Technologies Limited | 12.4 | - | 598 | 598 | 96 | |
| Symetrica Limited | 3.5 | 309 | 245 | 554 | - | |
| MyMeds&Me Limited | 7.3 | 438 | 17 | 455 | (1) | |
| Haemostatix Limited | 18.9 | 1,492 | (1,052) | 440 | - | |
| Egress Software Technologies Limited | 4.4 | 430 | - | 430 | - | |
| Antenova Limited | 12.3 | 1,542 | (1,114) | 428 | 73 | |
| Celoxica Holdings plc | 4.4 | 513 | (157) | 356 | - | |
| Abcodia Limited | 6.7 | 298 | 1 | 299 | 1 | |
| Grapeshot Limited | 2.5 | 280 | - | 280 | - | |
| Aridhia Informatics Limited | 0.8 | 250 | 7 | 257 | 5 | |
| Relayware Limited | 1.1 | 232 | 16 | 248 | 10 | |
| UniServity Limited (3) | 93.6 | 3,810 | (3,660) | 150 | 50 | |
| Mirada Medical Limited | 0.5 | 94 | 5 | 99 | 5 | |
| Cisiv Limited | 0.9 | 97 | (5) | 92 | (6) | |
| Clear2Pay NV | 0.1 | 129 | (43) | 86 | 3 | |
| The Wentworth Wooden Jigsaw Company Limited | 5.4 | - | 82 | 82 | 9 | |
| Silent Herdsman Holdings Limited | 1.9 | 82 | - | 82 | - | |
| Sandcroft Avenue Limited (T/A payasugym.com) | 1.0 | 60 | - | 60 | - | |
| Xtera Communications Inc | 0.9 | 85 | (75) | 10 | - | |
| De Nova Pharmaceuticals Limited(4) | 0.0 | - | 1 | 1 | - | |
| Furzeland Limited(4) | 0.0 | - | 1 | 1 | - | |
| Keronite Group Limited(4) | 1.1 | - | 1 | 1 | - | |
| Lectus Therapeutics Limited(4) | 4.5 | - | 1 | 1 | - | |
| Oxonica Limited | 2.1 | 185 | (184) | 1 | - | |
| TeraView Limited | 1.0 | 1,197 | (1,196) | 1 | (12) | |
| Total high growth unquoted investments | 24,217 | (3,445) | 20,772 | 383 | ||
| Total unquoted investments | 34,435 | (2,435) | 32,000 | 822 | ||
| Quoted investments | ||||||
| Oxford Immunotec Global PLC (NASDAQ) | 1,524 | 2,352 | 3,876 | (679) | ||
| Total quoted investments | 1,524 | 2,352 | 3,876 | (679) | ||
| Total fixed asset investments | 35,959 | (83) | 35,876 | 143 | ||
| Current asset investments | Cost(1) £'000 | Cumulative movement in value £'000 | Value £'000 | Change in value for the period(2) £'000 | ||
| Atego Limited | - | 470 | 470 | 470 | ||
| Total current asset investments | - | 470 | 470 | 470 |
| Total change on value on investments for the period | 613 | ||||
| Movement in loan stock accrued interest | (3) | ||||
| Unrealised gain on movement of escrow | 3 | ||||
| Realised losses from realisations in current year | (573) | ||||
| Total gains on investments as per Income statement | 40 | ||||
(1) Amounts shown as cost represent the acquisition cost in the case of investments originally made by the Company and/or the valuation attributed to the investments acquired from Quester VCT 2 plc and Quester VCT 3 plc at the date of the merger in 2005, plus any subsequent acquisition costs, as reduced in certain cases by amounts written off as representing an impairment in value.
(2) As adjusted for additions and disposals during the period.
(3) As permitted by FRS2 "Accounting for Subsidiary Undertakings", holdings in excess of 50 per cent. of the equity of an investment company may be excluded from consolidation where the holding is held exclusively for subsequent resale. The results of UniServity Limited, where the Company holds in excess of 50 per cent. of that company's equity are, therefore, excluded from consolidation as the interest in UniServity Limited is held exclusively for subsequent resale and has not previously been consolidated with the Company.
(4) Nominal valuations
| Realisations in the period to 30 June 2014 | Cost £'000 | Opening Carrying value £'000 | Disposal proceeds £'000 | Realised gain £'000 | (Loss)/gain on opening or acquired value £'000 |
| Atego Limited (disposal) | 948 | 2,934 | 2,257 | 1,309 | (677) |
| Vivacta Limited (escrow receipt) | - | - | 65 | 65 | 65 |
| The Wentworth Wooden Jigsaw Company Limited (cancellation of deferred shares) | - | - | 39 | 39 | 39 |
| Total | 948 | 2,934 | 2,361 | 1,413 | (573) |
Summary income statement
| Unaudited six months ended 30 June 2014 | Unaudited six months ended 30 June 2013 | Audited year ended 31 December 2013 | ||||||||
| Note | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | |
| Gains on investments | 2 | - | 40 | 40 | - | 1,262 | 1,262 | - | 4,080 | 4,080 |
| Investment income | 3 | 546 | - | 546 | 430 | - | 430 | 1,624 | - | 1,624 |
| Investment management fees | 4 | (100) | (300) | (400) | (98) | (294) | (392) | (190) | (571) | (761) |
| Other expenses | (145) | - | (145) | (159) | - | (159) | (289) | - | (289) | |
| Exchange rate movement | (2) | - | (2) | 6 | - | 6 | 2 | - | 2 | |
| Return/(loss) on ordinary activities before tax | 299 | (260) | 39 | 179 | 968 | 1,147 | 1,147 | 3,509 | 4,656 | |
| Tax on ordinary activities | - | - | - | - | - | - | - | - | - | |
| Return/(loss) on ordinary activities after tax | 299 | (260) | 39 | 179 | 968 | 1,147 | 1,147 | 3,509 | 4,656 | |
| Basic and diluted return/(loss) per share (pence) | 6 | 0.15 | (0.13) | 0.02 | 0.10 | 0.50 | 0.60 | 0.58 | 1.77 | 2.35 |
The accompanying notes form an integral part of this Half-yearly Financial Report.
Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2013 and the audited statutory accounts for the year ended 31 December 2013.
The total column of this Summary income statement represents the profit and loss account of the Company. The supplementary revenue 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 continuing operations.
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 periods disclosed above. Accordingly a Statement of total recognised gains and losses is not required.
The difference between the reported return/(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 profit and losses has not been prepared.
Summary balance sheet
| Note | Unaudited 30 June 2014 £'000 | Unaudited 30 June 2013 £'000 | Audited 31 December 2013 £'000 | |||
| Fixed asset investments | 35,876 | 29,276 | 33,904 | |||
| Current assets | ||||||
| Trade and other debtors | 2,304 | 1,167 | 801 | |||
| Current asset investments | 470 | 5,688 | 3,750 | |||
| Cash at bank and in hand | 9 | 1,463 | 1,578 | 1,225 | ||
| 4,237 | 8,433 | 5,776 | ||||
| Creditors: amounts falling due within one year | (305) | (297) | (418) | |||
| Net current assets | 3,932 | 8,136 | 5,358 | |||
| Net assets | 39,808 | 37,412 | 39,262 | |||
| Capital and reserves | ||||||
| Called-up share capital | 7 | 2,214 | 2,098 | 2,099 | ||
| Share premium | 2,476 | 65 | 82 | |||
| Capital redemption reserve | 11 | - | - | |||
| Investment holding reserve | 338 | (1,503) | 1,711 | |||
| Other distributable reserve | 34,769 | 36,752 | 35,370 | |||
| Total equity shareholders' funds | 39,808 | 37,412 | 39,262 | |||
| Basic and diluted net asset value per share (pence) | 19.98 | 19.10 | 20.45 |
The accompanying notes form an integral part of this Half-yearly Financial Report.
Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2013 and the audited statutory accounts for the year ended 31 December 2013.
These Financial Statements were approved by the Board of Directors, and authorised for issue on 29 August 2014 and were signed on its behalf by
Robin Field
Chairman
Company number: 03139019
Summary reconciliation of movements in shareholders' funds
| Called-up share capital | Share premium account | Capital redemption reserve | Investment holding reserve | Other distributable reserve | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| 1 January 2014 (audited) | 2,099 | 82 | - | 1,711 | 35,370 | 39,262 |
| Return/(loss) for the period | - | - | - | 613 | (574) | 39 |
| Transfer of previously unrealised gains on disposal of investments | - | - | - | (1,986) | 1,986 | - |
| Purchase of treasury shares | - | - | - | - | (788) | (788) |
| Purchase of shares for cancellation | (11) | - | 11 | - | (214) | (214) |
| Issue of equity (net of costs) | 126 | 2,394 | - | - | - | 2,520 |
| Dividends paid | - | - | - | - | (1,011) | (1,011) |
| As at 30 June 2014 (unaudited) | 2,214 | 2,476 | 11 | 338 | 34,769 | 39,808 |
| 1 January 2013 (audited) | 2,097 | 27 | - | (2,569) | 39,275 | 38,830 |
| Return/(loss) for the period | - | - | - | 1,185 | (38) | 1,147 |
| Transfer of previously unrealised gains on disposal of investments | - | - | - | (119) | 119 | - |
| Purchase of treasury shares | - | - | - | - | (1,612) | (1,612) |
| Issue of equity (net of costs) | 1 | 16 | - | - | - | 17 |
| Surplus of accrued merger costs | - | 22 | - | - | - | 22 |
| Dividends paid | - | - | - | - | (992) | (992) |
| As at 30 June 2013 (unaudited) | 2,098 | 65 | - | (1,503) | 36,752 | 37,412 |
| 1 January 2013 (audited) | 2,097 | 27 | - | (2,569) | 39,275 | 38,830 |
| Return for the period | - | - | - | 4,097 | 559 | 4,656 |
| Transfer of previously unrealised losses on disposal of investments | - | - | - | 183 | (183) | - |
| Purchase of treasury shares | - | - | - | - | (2,317) | (2,317) |
| Surplus of accrued merger costs | - | 22 | - | - | - | 22 |
| Issue of equity (net of costs) | 2 | 33 | - | - | - | 35 |
| Dividends paid | - | - | - | - | (1,964) | (1,964) |
| As at 31 December 2013 (audited) | 2,099 | 82 | - | 1,711 | 35,370 | 39,262 |
Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2013 and the audited statutory accounts for the year ended 31 December 2013.
The total distributable reserves are £34,769,000 (30 June 2013: £35,249,000; 31 December 2013: £35,370,000), comprising other distributable reserve net of investment holding losses.
Summary cash flow statement
| Note | Unaudited six months ended 30 June 2014 £'000 | Unaudited six months ended 30 June 2013 £'000 | Audited year ended 31 December 2013 £'000 | |||
| Operating activities | ||||||
| Loan stock income received | 338 | 254 | 558 | |||
| Dividend income received | 159 | - | 813 | |||
| Deposit interest received | 151 | 106 | 158 | |||
| Investment management fees paid | (379) | (366) | (751) | |||
| Other cash payments | (147) | (164) | (295) | |||
| Net cash flow from operating activities | 8 | 122 | (170) | 483 | ||
| Capital expenditure and financial investments | ||||||
| Purchase of fixed asset investments | (4,895) | (2,560) | (4,508) | |||
| Disposal of fixed asset investments | 39 | 391 | 680 | |||
| Cash from investments previously sold or written off | 708 | 31 | 420 | |||
| Net cash flow from investing activities | (4,148) | (2,138) | (3,408) | |||
| Management of liquid resources | ||||||
| Purchase of current asset investments | - | (250) | (250) | |||
| Disposal of current asset investments | 3,750 | - | 1,926 | |||
| Net cash flow from liquid resources | 3,750 | (250) | 1,676 | |||
| Equity dividends paid (net of costs of issuing shares under the Dividend Reinvestment Scheme and unclaimed dividends)* | (970) | (948) | (1,906) | |||
| Net cash flow before financing | (1,246) | (3,506) | (3,155) | |||
| Financing | ||||||
| Issue of own shares | 2,479 | - | - | |||
| Purchase of own shares (including costs) | (995) | (1,613) | (2,317) | |||
| Net cash flow from financing | 1,484 | (1,613) | (2,317) | |||
| Cash flow in the period | 9 | 238 | (5,119) | (5,472) | ||
The accompanying notes form an integral part of this Half-yearly Financial Report.
Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2013 and the audited statutory accounts for the year ended 31 December 2013.
* The equity dividend paid in the cash flow is different to the dividend disclosed in note 5 due to the non-cash effect of the Dividend Reinvestment Scheme.
Notes to the unaudited summarised 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.
Basis of accounting
The Financial Statements have been prepared in accordance with the historical cost convention, modified to include the revaluation of investments, 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.
Consolidation
As permitted by FRS 2 "Accounting for Subsidiary Undertakings", holdings in excess of 50 per cent. of the equity of an investment company may be excluded from consolidation where the holding is held exclusively for subsequent resale.
The results of UniServity Limited, where the Company holds in excess of 50 per cent. of that company's equity are, therefore, excluded from consolidation as the interest in UniServity Limited is held exclusively for subsequent resale and has not previously been consolidated.
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 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
Contractual future contingent receipts on the disposal of fixed asset investments are designated at fair value through profit or loss and are subsequently measured at fair value.
In accordance with FRS 26, fixed term deposits 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 period as a capital item and are allocated to the investment holding reserve.
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 income returns on non-equity shares and debt securities are recognised on an effective interest rate basis, 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 other distributable reserve, which now includes the special reserve to which these costs were previously charged.
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 Income statement. Exchange differences relating to investments and other financial instruments measured at fair value are subsequently included in the Investment holding reserve.
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 and transfers to other distributable reserve.
Investment holding reserve
Increases and decreases in the valuation of investments held at the period end against cost are included in this reserve.
Other distributable reserve
This reserve accounts for movements from the revenue column of the Income statement, gains and losses compared to cost on the realisation of investments, the payment of dividends, the buyback of shares and other non capital realised movements.
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 on investments
| Unaudited six months ended 30 June 2014 £'000 | Unaudited six months ended 30 June 2013 £'000 | Audited year ended 31 December 2013 £'000 | |||
| Unrealised gains on fixed asset investments held at fair value through profit or loss | 140 | 1,223 | 4,097 | ||
| Unrealised gains/(losses) on current asset investments held at fair value through profit or loss | 470 | (38) | - | ||
| Unrealised gain on deferred consideration held at fair value through profit or loss | 3 | - | - | ||
| Unrealised gains sub-total | 613 | 1,185 | 4,097 | ||
| Realised (losses)/gains on fixed asset investments held at fair value through profit or loss | (638) | 5 | 3 | ||
| Realised losses on current asset investments held at fair value through profit or loss | - | - | (50) | ||
| Realised gains in respect of escrow receipts from previously sold investments and distributions from investments in liquidation | 65 | 72 | 30 | ||
| Realised (losses)/gains sub-total | (573) | 77 | (17) | ||
| 40 | 1,262 | 4,080 |
3. Investment income
| Unaudited six months ended 30 June 2014 £'000 | Unaudited six months ended 30 June 2013 £'000 | Audited year ended 31 December 2013 £'000 | |||
| Income recognised on investments held at fair value through profit or loss | |||||
| Listed fixed interest securities | - | 59 | 76 | ||
| Loan stock, convertible bonds and discounted debt | 360 | 278 | 574 | ||
| Dividends | 146 | 6 | 826 | ||
| 506 | 343 | 1,476 | |||
| Income recognised on investments held at amortised cost | |||||
| Bank deposit interest | 40 | 87 | 148 | ||
| 546 | 430 | 1,624 |
4. Investment management fees
| Unaudited six months ended 30 June 2014 £'000 | Unaudited six months ended 30 June 2013 £'000 | Audited year ended 31 December 2013 £'000 | |||
| Investment management fees charged to revenue | 100 | 98 | 190 | ||
| Investment management fees charged to capital | 300 | 294 | 571 | ||
| 400 | 392 | 761 |
Further details of the management agreement under which the investment management fee is paid are given in the Directors' report on pages 23 and 24 of the Annual Report and Financial Statements for the year ended 31 December 2013.
During the period, services with a value of £400,000 (30 June 2013: £392,000; 31 December 2013: £761,000) and £25,000 (30 June 2013: £25,000; 31 December 2013: £50,000) were purchased by the Company from Albion Ventures LLP in respect of investment management and administration fees respectively. At the period end, the amount due to Albion Ventures LLP in respect of these services disclosed as accruals was £216,000 (30 June 2013: £210,000: 31 December 2013: £195,000).
Albion Ventures LLP is, from time to time, eligible to receive transaction fees and Directors' fees from portfolio companies. During the period, fees of £153,000 (30 June 2013: £50,000; 31 December 2013: £190,000) attributable to the investments of the Company were received pursuant to these arrangements.
Albion Ventures LLP holds 7,487 shares as a result of fractional entitlements and dissenting shareholders arising from the merger with Kings Arms Yard VCT 2 PLC on 30 September 2011. In addition, Albion Ventures LLP holds a further 25,606 Ordinary shares in the Company. These shares will be sold for the benefit of the Company at a future date.
5. Dividends
| Unaudited six months ended 30 June 2014 £'000 | Unaudited six months ended 30 June 2013 £'000 | Audited year ended 31 December 2013 £'000 | |
| First dividend of 0.5 pence per share paid on 31 May 2013 | - | 992 | 992 |
| Second dividend of 0.5 pence per share paid on 30 September 2013 | - | - | 979 |
| First dividend of 0.5 pence per share paid on 30 April 2014 | 1,017 | - | - |
| Unclaimed dividends returned to Company | (6) | - | (7) |
| 1,011 | 992 | 1,964 |
The Directors have declared a second dividend of 0.5 pence per share for the year ended 31 December 2014, which will be paid on 31 October 2014 to shareholders on the register as at 3 October 2014.
6. Basic and diluted return/(loss) per share
| Unaudited six months ended 30 June 2014 | Unaudited six months ended 30 June 2013 | Audited year ended 31 December 2013 | ||||
| Revenue | Capital | Revenue | Capital | Revenue | Capital | |
| Return/(loss) attributable to shares (£'000) | 299 | (260) | 179 | 968 | 1,147 | 3,509 |
| Weighted average shares in issue (excluding treasury shares) | 197,858,496 | 202,213,344 | 198,148,213 | |||
| Return/(loss) per share (pence) | 0.15 | (0.13) | 0.10 | 0.50 | 0.58 | 1.77 |
The weighted average number of shares is calculated excluding the treasury shares of 22,130,000 (30 June 2013: 13,873,000; 31 December 2013: 17,880,000)
There are no convertible instruments, derivatives or contingent share agreements in issue so basic and diluted return/(loss) per share are the same.
7. Called-up share capital
| Unaudited 30 June 2014 £'000 | Unaudited 30 June 2013 £'000 | Audited 31 December 2013 £'000 | |||
| Allotted, issued and fully paid: Allotted, issued and fully paid Shares of 1 penny nominal value (£'000) | 2,214 | 2,098 | 2,099 | ||
| Number of shares of 1 penny nominal value | 221,416,908 | 209,770,323 | 209,877,614 |
Voting rights
| Number of shares of 1 penny nominal value with voting rights | 199,286,908 | 195,897,323 | 191,997,614 |
The Company operates a share buy-back programme, as detailed in the Chairman's statement. During the period the Company purchased 4,250,000 Ordinary shares with a nominal value of £42,500 at a cost of £788,000 including stamp duty (30 June 2013: £1,612,000; 31 December 2013; £2,317,000) to be held in treasury. The Company holds a total of 22,130,000 Ordinary shares in treasury, representing 10 per cent. of the issued Ordinary share capital as at 30 June 2014. The shares purchased for treasury were funded from other distributable reserve.
During the period the Company purchased 1,134,000 Ordinary shares for cancellation (30 June 2013: nil; 31 December 2013: nil) at a cost of £214,000 including stamp duty (30 June 2013: £nil; 31 December 2013: £nil), representing 0.51 per cent. of its issued share capital as at 30 June 2014. The shares purchased for cancellation were funded by the other distributable reserve.
During the period from 1 January 2014 to 30 June 2014, the Company issued the following new shares of 1 penny each under the terms of the Dividend Reinvestment Scheme Circular dated 19 April 2011:
| Date of allotment | Number of shares allotted | Issue price (pence per share) | Net consideration received (£'000) | Opening market price per share on allotment date (pence per share) |
| 30 April 2014 | 218,728 | 19.95 | 41 | 19.00 |
Under the terms of the Albion VCTs Top Up Offers 2013/2014, the following Ordinary shares of nominal value 1 penny each were allotted during the period to 30 June 2014:
Date of allotment | Number of shares allotted | Issue price (pence per share) | Net consideration received (£'000) | Opening market price per share on allotment date (pence per share) |
| 31 January 2014 | 78,946 | 19.00 | 15 | 18.00 |
| 31 January 2014 | 2,179,282 | 19.20 | 411 | 18.00 |
| 31 January 2014 | 2,409,885 | 19.30 | 452 | 18.00 |
| 5 April 2014 | 59,305 | 21.00 | 12 | 19.00 |
| 5 April 2014 | 64,249 | 21.10 | 13 | 19.00 |
| 5 April 2014 | 2,072,451 | 21.20 | 426 | 19.00 |
| 6,864,118 | 1,329 |
Under the terms of the Albion VCTs Prospectus Top Up Offers 2013/2014, the following Ordinary shares of nominal value 1 penny each were allotted during the period to 30 June 2014:
Date of allotment | Number of shares allotted | Issue price (pence per share) | Net consideration received (£'000) | Opening market price per share on allotment date (pence per share) |
| 5 April 2014 | 5,590,448 | 21.20 | 1,150 | 19.00 |
| Number of shares issued | Net Proceeds £'000 | |
| Total shares issued under the Albion VCTs Top Up Offers 2013/2014 and the Albion VCTs Prospectus Top Up Offers 2013/2014 for the period to 30 June 2014 | 12,454,566 | 2,479 |
The Albion VCTs Prospectus Top Up Offers 2013/2014 will close no later than 30 September 2014 (unless fully subscribed by an earlier date or previously closed).
8. Reconciliation of revenue return/(loss) on ordinary activities before taxation to net cash flow from operating activities
| Unaudited six months ended 30 June 2014 £'000 | Unaudited six months ended 30 June 2013 £'000 | Audited year ended 31 December 2013 £'000 | |||
| Revenue return on ordinary activities before tax | 299 | 179 | 1,147 | ||
| Exchange rate movement | (2) | 6 | (2) | ||
| Investment management fees allocated to capital | (300) | (294) | (571) | ||
| Movement in accrued loan stock interest | (3) | (23) | (15) | ||
| Decrease/(increase) in debtors | 113 | (45) | (80) | ||
| Increase in creditors | 15 | 7 | 4 | ||
| Net cash flow from operating activities | 122 | (170) | 483 |
9. Analysis of change in cash during the period
| Unaudited six months ended 30 June 2014 £'000 | Unaudited six months ended 30 June 2013 £'000 | Audited year ended 31 December 2013 £'000 | |||
| Opening cash balances | 1,225 | 6,697 | 6,697 | ||
| Net cash flow | 238 | (5,119) | (5,472) | ||
| Closing cash balances | 1,463 | 1,578 | 1,225 |
10. Commitments, contingencies and guarantees
As at 30 June 2014, the Company was committed to making investments of £6,502,000 in respect of further funding to be provided to existing portfolio companies (30 June 2013: £874,000; 31 December 2013: £2,205,000).
11. Post balance sheet events
Since 30 June 2014, the Company has made the following investments:
- £900,000 in Omprompt Limited;
- £313,000 in Chonais Holdings Limited;
- £255,000 in Mirada Medical Limited;
- £150,000 in Elateral Group Limited;
- £112,000 in Infinite Ventures (Goathill) Limited;
- £73,000 in MyMeds&Me Limited;
- £60,000 in Green Highland Renewables (Ledgowan) Limited;
- £43,000 in Taunton Hospital Limited; and
- £37,000 in Cisiv Limited
Proceeds of £2,277,000 (including interest) from the disposal of Atego Limited were received after the period end.
The following Ordinary shares of nominal value 1 penny each were allotted under the Albion VCTs Top Up Offers 2013/2014 after 30 June 2014:
| Date of allotment | Number of Ordinary shares allotted | Issue price (pence per share) | Net consideration received (£'000) | Opening market price per share on allotment date (pence per share) |
| 4 July 2014 | 30,996 | 20.70 | 6 | 19.00 |
| 4 July 2014 | 9,615 | 20.80 | 2 | 19.00 |
| 4 July 2014 | 136,146 | 20.90 | 28 | 19.00 |
| 176,757 | 36 |
Under the Albion VCT Prospectus Top Up Offers 2013/2014 after 30 June 2014:
| Date of allotment | Number of Ordinary shares allotted | Issue price (pence per share) | Net consideration received (£'000) | Opening market price per share on allotment date (pence per share) |
| 4 July 2014 | 1,809,406 | 20.90 | 367 | 19.00 |
12. Related party disclosures
There are no related party transactions in the period or balances with the Company and UniServity Limited.
Transactions with the Manager are described in Note 4.
13. Going concern
The Board's assessment of liquidity risk remains unchanged and is detailed on pages 52 and 53 of the Annual Report and Financial Statements for the year ended 31 December 2013.
The Company has adequate cash and liquid resources, 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 the accounts in accordance with "Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009", published by the Financial Reporting Council.
14. Risks and undertainties
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 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.
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 all 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 reports on each investment as part of the Manager's report at quarterly Board meetings.
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 of the Financial Statements, the unquoted equity investments, loan stock, convertible loan stock and debt issued at a discount held by the Company are measured at fair value through profit or loss and valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines. These guidelines set out recommendations, intended to represent current best practice on the valuation of venture capital investments. These investments are valued on the basis of forward looking estimates and judgments about the business itself, its market and the environment in which it operates, together with the state of the mergers and acquisitions market, stock market conditions and other factors. In making these judgments the valuation takes into account all known material facts up to the date of approval of the Financial Statements by the Board. The values of a number of investments are also underpinned by independent third party professional valuations.
4. Venture Capital Trust approval risk
The Company's current approval as a venture capital trust allows investors to take advantage of tax reliefs on initial investment and ongoing tax free capital gains and dividend income. Failure to meet the qualifying requirements could result in investors losing the tax relief on initial investment and loss of tax relief on any tax-free income or capital gains received. In addition, failure to meet the qualifying requirements could result in a loss of listing of the shares.
To reduce this risk, the Board has appointed the Manager, which has a team with significant experience in venture capital trust management, used to operating within the requirements of the venture capital trust legislation. In addition, to provide further formal reassurance, the Board has appointed PricewaterhouseCoopers LLP as its taxation advisers. 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. Each investment in a new portfolio company is also pre-cleared with H.M. Revenue and Customs.
5. Compliance risk
The Company is listed on The London Stock Exchange and is required to comply with the rules of the UK Listing Authority, as well as with the Companies Act, Accounting Standards and other legislation. Failure to comply with these regulations could result in a delisting of the Company's shares, or other penalties under the Companies Act or from financial reporting oversight bodies.
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 auditors, PKF Littlejohn LLP when required and receives 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. Thomas Chambers, Chairman of the Audit Committee, met with the internal audit Partner of PKF Littlejohn LLP in January 2014 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 30 of the Annual Report and Financial Statements for the year ended 31 December 2013.
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 (for more detail, see the Management agreement paragraph on page 23 of the Annual Report and Financial Statements for the year ended 31 December 2013). 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 of the Annual Report and Financial Statements for the year ended 31 December 2013.
Most of the Company's income and expenditure is denominated in sterling. However, as at 30 June 2014 the Company holds a current asset investment denominated in Euros, of £470,000. It is therefore likely that the Company would be affected by currency fluctuations, however, this is not expected to be material.
The Company is financed through equity and does not have any borrowings. The Company does not use derivative financial instruments for speculative purposes.
15. Other information
The information set out in this Half-yearly Financial Report does not constitute the Company's statutory accounts within the terms of section 434 of the Companies Act 2006 for the periods ended 30 June 2014 and 30 June 2013, and is unaudited. The information for the year ended 31 December 2013 does not constitute statutory accounts within the terms of section 434 of the Companies Act 2006 and is derived from the statutory accounts for that financial year, which have been delivered to the Registrar of Companies. The Auditor reported on those accounts; their report was unqualified and did not contain a statement under s498 (2) or (3) of the Companies Act 2006.
16. 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/KAY.htm.
Financial summary for the Company and for previous funds
| Unaudited six months ended 30 June 2014 | Unaudited six months ended 30 June 2013 | Audited year ended 31 December 2013 | |
| (pence per share) | (pence per share) | (pence per share) | |
| Net asset value of the Company (formerly SPARK VCT plc; Quester VCT plc) | 19.98 | 19.10 | 20.45 |
| Dividends paid to shareholders of the Company | |||
| Dividends paid during the period | 0.50 | 0.50 | 1.00 |
| Cumulative dividend paid | 61.83 | 60.83 | 61.33 |
| Total net asset value return(1) (per 100p invested) | |||
| To shareholders of the Company (formerly SPARK VCT plc; Quester VCT plc) | 81.81 | 79.93 | 81.78 |
| Total net asset value return including tax benefits(2) | 101.81 | 99.93 | 101.78 |
| Total net asset value return to former shareholders of: | |||
| Quester VCT 2 plc, per 100p invested in shares of that company | |||
| Total net asset value return | 67.91 | 65.98 | 67.88 |
| Total net asset value return including tax benefits(2) | 87.91 | 85.98 | 87.88 |
| Quester VCT 3 plc, per 100p invested in shares of that company | |||
| Total net asset value return | 41.50 | 39.65 | 41.47 |
| Total net asset value return including tax benefits(2) | 61.50 | 59.65 | 61.47 |
| Quester VCT 4 plc (renamed SPARK VCT 2 PLC and then Kings Arms Yard VCT 2 PLC), per 100p invested in shares of that company | |||
| Total net asset value return | 37.69 | 35.28 | 37.65 |
| Total net asset value return including tax benefits(2) | 57.69 | 55.28 | 57.65 |
| Quester VCT 5 plc (renamed SPARK VCT 3 PLC), per 100p invested in shares of that company | |||
| Total net asset value return | 48.49 | 44.97 | 48.43 |
| Total net asset value return including tax benefits(2) | 68.49 | 64.97 | 68.43 |
(1) Net asset value plus cumulative dividend per share to ordinary shareholders in the Company since the launch of the Company (then called Quester VCT plc) in April 1996.
(2) Return after 20 per cent. income tax relief but excluding capital gains deferral.
The total returns stated are applicable only to shareholders of shares at the time of each companies launch. They do not represent the return to subsequent subscribers or purchasers of shares.
Source: Albion Ventures LLP
Merger history for the Company and for previous funds
| February 1996 | Quester VCT PLC (QVCT) launched |
| June 2005 | QVCT2 and QVCT3 merged into QVCT |
| June 2008 | All Quester names changed to SPARK: |
| QVCT became Spark VCT plc (SVCT) | |
| QVCT4 became Spark VCT 2 plc (SVCT2) | |
| QVCT5 became Spark VCT 3 plc (SVCT3) | |
| November 2008 | SVCT3 merged into SVCT2 |
| January 2011 | Albion Ventures became Manager |
| February 2011 | All SPARK names changed to Kings Arms Yard: |
| SVCT became Kings Arms Yard VCT PLC (KAY) | |
| SVCT2 became Kings Arms Yard VCT 2 PLC (KAY2) | |
| September 2011 | KAY2 merged into KAY |
Dividend history for the Company and for previous funds
Kings Arms Yard VCT PLC ("KAY")
Dividends paid to shareholders of KAY launched in 1996 (formerly SPARK VCT plc ("SVCT") and originally Quester VCT PLC ("QVCT")).
| (pence per share) | |
| 31 January 1997 | 0.937 |
| 31 January 1998 | 2.547 |
| 31 January 1999 | 2.875 |
| 31 January 2000 | 7.110 |
| 31 January 2001 | 26.650 |
| 31 January 2002 | 1.350 |
| 28 February 2006 | 1.250 |
| 28 February 2007 | 3.910 |
| 31 December 2007 | 4.220 |
| 31 December 2008 | 2.810 |
| 31 December 2010 | 5.000 |
| 31 December 2011 | 0.670 |
| 31 December 2012 | 1.000 |
| 31 December 2013 | 1.000 |
| 30 June 2014 | 0.500 |
| Total dividends paid to 30 June 2014 | 61.829 |
| Net asset value as at 30 June 2014 | 19.980 |
| Total net asset value return to 30 June 2014 | 81.809 |
Quester VCT 2 PLC ("QVCT2")
QVCT2 was launched in 1998 and was merged with KAY (formerly SPARK VCT plc ("SVCT") and originally Quester VCT PLC ("QVCT")) in June 2005 with a share exchange ratio of 1.0249 QVCT shares for each QVCT2 share.
| (pence per share) | |
| 28 February 1999 | 1.000 |
| 28 February 2000 | 3.065 |
| 28 February 2001 | 20.500 |
| 28 February 2002 | 2.000 |
| 28 February 2006 | 1.281 |
| 28 February 2007 | 4.007 |
| 31 December 2007 | 4.325 |
| 31 December 2008 | 2.880 |
| 31 December 2010 | 5.125 |
| 31 December 2011 | 0.687 |
| 31 December 2012 | 1.025 |
| 31 December 2013 | 1.025 |
| 30 June 2014 | 0.512 |
| Total dividends paid to 30 June 2014 | 47.432 |
| Net asset value as at 30 June 2014 | 20.478 |
| Total net asset value return to 30 June 2014 | 67.910 |
Quester VCT 3 PLC ("QVCT3")
QVCT3 was launched in 2000 and was merged with KAY (formerly SPARK VCT plc ("SVCT") and originally Quester VCT PLC ("QVCT")) in June 2005 with a share exchange ratio of 0.9816 QVCT shares for each QVCT3 share.
| (pence per share) | |
| 28 February 2001 | 0.750 |
| 28 February 2002 | 1.000 |
| 28 February 2003 | 0.150 |
| 28 February 2006 | 1.227 |
| 28 February 2007 | 3.838 |
| 31 December 2007 | 4.142 |
| 31 December 2008 | 2.758 |
| 31 December 2010 | 4.908 |
| 31 December 2011 | 0.658 |
| 31 December 2012 | 0.982 |
| 31 December 2013 | 0.982 |
| 30 June 2014 | 0.491 |
| Total dividends paid to 30 June 2014 | 21.886 |
| Net asset value as at 30 June 2014 | 19.612 |
| Total net asset value return to 30 June 2014 | 41.498 |
Quester VCT 4 PLC ("QVCT4")
QVCT4 was launched in 2000 and was renamed SPARK VCT 2 plc ("SVCT2") and then Kings Arms Yard VCT 2 PLC ("KAY2"). KAY2 merged with Kings Arms Yard VCT PLC ("KAY") in September 2011 with a share exchange ratio of 1.2806 KAY shares for each KAY2 share.
| (pence per share) | |
| 31 October 2002 | 1.750 |
| 31 October 2003 | 1.150 |
| 31 October 2005 | 1.000 |
| 31 October 2006 | 1.000 |
| 31 December 2007 | 1.000 |
| 31 December 2008 | 1.000 |
| 31 December 2010 | 1.000 |
| 31 December 2011 | 1.000 |
| 31 December 2012 | 1.281 |
| 31 December 2013 | 1.281 |
| 30 June 2014 | 0.640 |
| Total dividends paid to 30 June 2014 | 12.102 |
| Net asset value as at 30 June 2014 | 25.586 |
| Total net asset value return to 30 June 2014 | 37.688 |
Quester VCT 5 PLC ("QVCT5")
QVCT5 was launched in 2002 and was renamed SPARK VCT 3 plc ("SVCT3") and merged with SPARK VCT 2 plc ("SVCT2") (originally QVCT4) in November 2008 with a share exchange ratio of 1.4613 SVCT2 shares for each SVCT5 share. The merged company was then renamed Kings Arms Yard VCT 2 PLC ("KAY2"). KAY2 merged with Kings Arms Yard VCT PLC ("KAY") in September 2011 with a share exchange ratio of 1.2806 KAY shares for each KAY2 share.
| (pence per share) | |
| 31 December 2003 | 0.500 |
| 31 December 2004 | 1.000 |
| 31 December 2006 | 1.000 |
| 31 December 2007 | 1.000 |
| 31 December 2010 | 1.461 |
| 31 December 2011 | 1.461 |
| 31 December 2012 | 1.871 |
| 31 December 2013 | 1.871 |
| 30 June 2014 | 0.936 |
| Total dividends paid to 30 June 2014 | 11.100 |
| Net asset value as at 30 June 2014 | 37.389 |
| Total net asset value return to 30 June 2014 | 48.489 |
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Kings Arms Yard VCT PLC via Globenewswire
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