Interim Results
British Smaller Companies VCT PLC
17 October 2007
17 October 2007
BRITISH SMALLER COMPANIES VCT PLC
Unaudited half year statements for the 6 months to 30 September 2007
British Smaller Companies VCT plc ('the Company') today announces its unaudited
half year results for the six months to 30 September 2007.
Chairman's Statement
I am pleased to present the half year results which reflect a very active six
months both for new investments, our own fundraising and the portfolio, which
has resulted in a period of continued growth in net asset value. For the six
months to 30 September 2007, net asset value, before taking account of the
interim dividend, has risen to 102.7 pence per Ordinary share an increase of 4.2
pence per over the same period last year. This has increased total return to
140.7 pence per share an increase of 6.5% over the same period last year.
In December 2006 the Company launched its share offers which were successfully
closed during April 2007 raising a total of £9.2 million after expenses. Since
those share offers opened, the Company has invested a total of £3.9 million in 6
companies, of which £2.7 million has been invested in the six months to 30
September 2007.
As a consequence of this continued performance, I am pleased to announce that
the interim dividend will be 2 pence per share, an increase of 33% over the
previous year. The dividend will be paid on 16 November 2007 to shareholders on
the register at 26 October 2007.
Interim Management Report
During the period the directors consider the following events to have been of
particular importance.
Important Events in the Period
The first six months of this financial year has seen two investments realised
for a total of £1.36 million compared to a cost of £0.44 million. These
investments were Oasis Healthcare plc (a nationwide chain of dental
practitioners - which realised a profit of £0.66 million) and JDA Limited (a
north of England based advertising and marketing agency - which realised a
profit of £0.26 million).
In addition, on 28 September 2007 at an EGM of Cozart plc its shareholders voted
to accept an offer of 57.5 pence per share from Concateno plc. The value of this
offer to this Company is £2.2 million. Cozart plc became an investment in 2001
when it was a small unquoted company. Cozart achieved its listing on the
Alternative Investment Market (AIM) in 2004 at a price of 30 pence per share.
The offer for Cozart plc values the company at £64 million. Your company's
residual holding in Cozart plc was acquired at a cost of £0.45 million.
This first six months of the year has also seen high levels of activity in new
investment. In total, £2.7 million has been invested of which £2.28 million has
been into three unquoted companies and £0.42 million into one AIM listed
company.
The unquoted investments comprised £0.78 million into London-based Harvey Jones
Limited (a management buy-out of a kitchen manufacturer and retailer); £0.6
million into Kingston-Upon-Thames-based Harris Hill Limited (a management buy-in
led by a previous Chief Executive of Office Angels Limited of a business
specialising in recruitment for the not-for-profit and charity sectors); £0.9
million into Goole-based RMS Group Holdings Limited (a buy-in management buy-out
of a Humber port operator and stevedoring business).
It is also pleasing to note that following the sale of Tamesis Limited to
Patsystems plc in 2005 that Tamesis Limited has achieved its earnout conditions
and that consequently the Company has received shares in Patsystems plc to the
value of £0.2 million. Richard Last, a director of the Company is also a
director and shareholder of Patsystems plc.
Financial Results and Dividend
The net asset value of the Ordinary shares at 30 September 2007, before taking
account of the approved interim dividend of 2 pence per share, is 102.7 pence
per share. Taking account of the dividends paid to date, the total return for
eligible founder shareholders at the balance sheet date is 140.7 pence per
share.
The increase in income has arisen largely as a result of the successful
fundraising. This increase has more than offset the rise in the investment
advisory fee which is linked directly to movements in net asset value.
The recorded pre-tax profit for Ordinary shares for the six months ended 30
September 2007 is £1.89 million after taking account of realised valuation gains
of £0.64 million and unrealised valuation gains of £1.16 million.
Shareholder Relations and Fundraising
Following the success of the previous Offers, and taking account of the quality
and number of investment opportunities available, your Board has decided to
recommend a further Issue of Ordinary shares. Your Board will be seeking to
raise up to £5 million. A further fundraising will allow your Company to take
advantage of the increasing proprietary investment flow arising from the
national office network of YFM Private Equity and to benefit further from
increasing the scale of your Company. Details of the Offer will be sent to
shareholders in the near future.
The Company continues to operate a share buy back policy to enable shareholders
to obtain some liquidity in what remains a relatively illiquid market where
there is a need to dispose of their stock. This policy is kept under review to
ensure that any decisions taken are in the best interests of shareholders as a
whole. In accordance with this policy, the Company has purchased a total of
448,445 shares during the period at an average price of 86.81 pence per share
and the shares have been placed in Treasury. These purchases are made with funds
taken from the Special Reserve and do not adversely impact on the Company's
ability to distribute tax free dividends to shareholders.
Your Company continues to undertake workshops where shareholders are invited to
meet members of the Board and the Investment Adviser and have the opportunity to
meet some of the management teams of your Company's investments. It is intended
to hold the next workshop in February 2008.
Outlook and Risks
The directors believe that the principal risks and uncertainties facing the
Company for the remaining six months of the year continue to be the
identification of sufficient quality of new investment opportunities. General
market conditions have provided a more volatile backdrop with some continued
uncertainty over the attitude that banks will take to providing debt in support
of private equity and venture capital transactions. To date there has been no
evidence of any material change to the market in which venture capital trusts
operate, but the Board will continue to keep the situation under close review.
It also remains unclear as to what effect the recently announced changes in
respect of moving to a single rate of capital gains tax of 18% will have on
private investors and entrepreneurs both in the unquoted and AIM markets. Again
the Board continues to keep this developing situation under close review. In
addition, market and liquidity risks are greater for unquoted and AIM traded
companies than investment in companies traded on the main market. The Board will
continue to seek to mitigate these risks by setting policies, reviewing
performance and monitoring progress.
The recent economic climate has supported a strong corporate market enabling
your Company to continue its record of successful realisations supporting the
increase in dividend policy. The underlying performance of the remainder of the
portfolio continues to show pleasing progress and it is a feature of the
portfolio that it is not exposed to significant levels of debt finance. This
investment structure has been continued through to the new investments where
your Company has sought to ensure that, as a portfolio, the exposure to debt
levels is not significantly increased. Your Company remains well positioned to
take advantage of selective investment opportunities as they arise and your
Board remains optimistic about the second half of the year.
Sir Andrew Hugh Smith
17 October 2007
Income Statement
For the 6 months ended 30 September 2007
Unaudited Unaudited Audited
6 months ended 6 months ended Year ended
30 September 30 September 31 March
2007 2006 2007
Notes £000 £000 £000
Income 489 215 368
Administrative expenses:
Investment advisory fee (299) (186) (381)
Other expenses (106) (131) (234)
--------- --------- ---------
(405) (317) (615)
Operating profit (loss) 84 (102) (247)
--------- --------- ---------
Gains on realisation of
investments (net) 642 194 503
Unrealised gains on investments
held at fair value (net) 1,162 493 1,082
--------- --------- ---------
Net movement on investments 1,804 687 1,585
--------- --------- ---------
Profit on ordinary activities
before taxation 1,888 585 1,338
Taxation 2 - - -
--------- --------- ---------
Profit for the period
from continuing operations 1,888 585 1,338
--------- --------- ---------
Basic and diluted
earnings per share 4 7.37p 3.43p 7.91p
--------- --------- ---------
Balance Sheet
As at 30 September 2007
Unaudited Unaudited Audited
6 months ended 6 months ended Year ended
30 September 30 September 31 March
2007 2006 2007
Notes £000 £000 £000
Assets
Non-current assets
Financial assets at fair
value through profit or loss 14,699 10,262 11,627
--------- --------- ---------
Current assets
Trade and other receivables 631 506 512
Cash and cash equivalents 11,504 5,991 4,867
--------- --------- ---------
12,135 6,497 5,379
Liabilities
Current liabilities
Trade and other payables (155) (103) (218)
--------- --------- ---------
Net current assets 11,980 6,394 5,161
--------- --------- ---------
Net assets 26,679 16,656 16,788
--------- --------- ---------
Shareholders' equity
Share capital 2,641 2,191 2,148
Share premium account 10,504 1,813 1,813
Capital redemption reserve 221 178 221
Special reserve 2,019 2,795 2,408
Retained earnings 11,294 9,679 10,198
--------- --------- ---------
Total Shareholders' equity 26,679 16,656 16,788
--------- --------- ---------
Net asset value per
Ordinary share 5 102.7p 98.5p 101.3p
--------- --------- ---------
Net asset value per C share 5 n/a* 101.5p 110.8p
--------- --------- ---------
* The C shares were converted into Ordinary shares on 9 May 2007.
Unaudited Statement of Changes in Shareholders' Equity
For the 6 months ended 30 September 2007
Share Share Capital Special Retained Total
capital premium redemption reserve earnings equity
account reserve
£000 £000 £000 £000 £000 £000
Balance at 31 March 2006 2,195 1,336 117 3,330 9,569 16,547
Purchase of own shares (61) - 61 (535) - (535)
Issue of Ordinary shares 57 477 - - - 534
Dividends - - - - (475) (475)
Profit for the period - - - - 585 585
--------- ------- -------- ------- -------- --------
Balance at 30 September 2006 2,191 1,813 178 2,795 9,679 16,656
Purchase of own shares (43) - 43 (387) - (387)
Dividends - - - - (234) (234)
Profit for the period - - - - 753 753
--------- ------- -------- ------- -------- --------
Balance at 31 March 2007 2,148 1,813 221 2,408 10,198 16,788
Issue of Ordinary shares 980 8,723 - - - 9,703
Issue costs - (444) - - - (444)
C share conversion (487) 493 - - - 6
Commissions paid - (81) - - - (81)
Purchase of own shares - - - (389) - (389)
Dividends - - - - (792) (792)
Profit for the period - - - - 1,888 1,888
--------- ------- -------- ------- -------- --------
Balance at 30 September 2007 2,641 10,504 221 2,019 11,294 26,679
--------- ------- -------- ------- -------- --------
Unaudited Cash Flow Statement
For the 6 months ended 30 September 2007
Unaudited Unaudited Audited
6 months ended 6 months ended Year ended
30 September 30 September 31 March
2007 2006 2007
£000 £000 £000
Net cash outflow from operating activities (182) (93) (267)
--------- --------- ---------
Cash flows (used in) from investing activities
Purchase of fixed asset investments (2,705) - (1,380)
Proceeds from sale of fixed
asset investments 1,605 1,230 2,198
--------- --------- ---------
Net cash (used in) from
investing activities (1,100) 1,230 818
--------- --------- ---------
Cash flows from (used in)financing activities
Cost of C share issue - (2) (3)
Issue of Ordinary shares 9,703 564 574
Cost of Ordinary share issue (520) (70) (80)
Purchase of own Ordinary shares (515) (535) (796)
Dividends paid (792) (475) (709)
--------- --------- ---------
Net cash from (used in)financing
activities 7,876 (518) (1,014)
--------- --------- ---------
Net increase (decrease) in
cash and cash equivalents 6,594 619 (463)
Cash and cash equivalents
at the beginning of the period 4,867 5,395 5,395
Effect of market value
changes in cash equivalents 43 (23) (65)
--------- --------- ---------
Cash and cash equivalents
at the end of the period 11,504 5,991 4,867
--------- --------- ---------
Notes to the Financial Statements
For the 6 months ended 30 September 2007
1. These half year statements, which have been approved by the directors whose
names appear at note 6, each of whom has confirmed that to the best of his
knowledge the Interim Management Report includes a fair review of the
information required by Rules 4.2.7 and 4.2.8 of the Disclosure Rules and the
Transparency Rules.
The half year statements are unaudited, nor have they been reviewed by the
auditors pursuant to the Auditing Practices Board (ASB) guidance on Review of
Interim Financial Information. They do not constitute full financial statements
as defined in section 240 of the Companies Act 1985. The comparative figures for
the year ended 31 March 2007 do not constitute full financial statements and
have been extracted from the Company's financial statements for the year ended
31 March 2007. Those accounts were reported upon without qualification by the
auditors and have been delivered to the Registrar of Companies.
The half year statements comply with IAS 34 'Interim financial reporting' and
the accounting policies and methods of computation followed in the half year
statements are the same as those adopted in the preparation of the audited
financial statements for the year ended 31 March 2007.
The financial statements for the year ended 31 March 2007 were prepared in
accordance with the International Financial Reporting Standards (IFRS), which
comprise standards and interpretations approved by the International Accounting
Standards Board (IASB) and the International Accounting Standards Committee
(IASC) as adopted by the European Union and those parts of the Companies Act
1985 applicable to companies reporting under IFRS.
2. Taxation charge:
Unaudited Unaudited Audited
6 months ended 6 months ended Year ended
30 September 30 September 31 March
2007 2006 2007
£000 £000 £000
Profit on ordinary activities multiplied by
standard small company rate of corporation
tax in the UK of 19% (2006: 19%) 359 111 254
Effect of:
UK dividends received (13) (16) (21)
Non taxable profits on investments 3) (130) (301)
Excess management expenses (3) 35 68
--------- --------- ---------
Current tax charge for the period - - -
--------- --------- ---------
The Company has no provided, or unprovided, deferred tax liability in either
year.
Deferred tax assets in respect of losses have not been recognised as management
currently believe that there will not be sufficient taxable profits against
which the assets can be recovered.
Due to the Company's status as a venture capital trust, and the continued
intention to meet the conditions required to comply with Chapter 3 of Part 6 of
the Income Tax Act 2007, the Company has not provided deferred tax on any
capital gains or losses arising on the revaluation or realisation of
investments.
3. Dividends
Unaudited Unaudited Audited
6 months ended 6 months ended Year ended
30 September 30 September 31 March
2007 2006 2007
£000 £000 £000
Interim paid - 1.5p per Ordinary share;
paid 6 November 2006 - - 234
Final paid - 3.0p per Ordinary share;
paid 11 August 2006 - 469 469
Final paid - 0.5p per C share;
paid 11 August 2006 - 6 6
Final paid - 3.0p per Ordinary share;
paid 8 August 2007 792 - -
--------- --------- ---------
Dividends paid and declared 792 475 709
--------- --------- ---------
4. The earnings per share is based on the net profit from ordinary activities
after tax attributable to shareholders of £1,888,000 (30 September 2006:
£585,000 and 31 March 2007: £1,338,000) and on 25,608,000 shares (30 September
2006: 17,051,000 and 31 March 2007: 16,923,000), being the weighted average
number of shares in issue during the period.
448,445 treasury shares have been excluded in calculating the number of Ordinary
shares in issue at 30 September 2007 (30 September 2006 and 31 March 2007: nil).
The Company has no securities that would have a dilutive effect and hence basic
and diluted earnings per share are the same.
5. The net asset value per share is calculated on attributable assets of
£26,679,000 and 25,975,718 shares in issue at the period end (30 September 2006:
assets of £16,656,000 and 16,880,040 shares, 31 March 2007: assets of
£16,788,000 and 16,450,040 shares).
448,445 treasury shares have been excluded in calculating the number of Ordinary
shares in issue at 30 September 2007 (30 September 2006 and 31 March 2007: nil).
The Company has no securities that would have a dilutive effect and hence basic
and diluted net asset values per share are the same.
6. The directors of the Company are: Sir Andrew Hugh Smith; Mr PS Cammerman; Mr
S Noar; Mr RM Pettigrew and Mr R Last.
For further information, please contact:
David Hall, YFM Private Equity Limited Tel: 0161 819 3195
Jonathan Becher, Landesbanki Securities (UK) Limited Tel: 0207 426 3269
Michael Bellamy, Landesbanki Securities (UK) Limited Tel: 0207 426 9547
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