Preliminary Results
Close Brothers Aim Vct PLC
25 May 2007
Close Brothers AIM VCT PLC
ANNUAL RESULTS
25 May 2007
Close Brothers AIM VCT PLC ('the Company'), which invests in companies listed on
the Alternative Investment Market and PLUS, across a variety of sectors, today
announces annual results for the year ended 28 February 2007. This announcement
was approved by the Board of Directors on 25 May 2007.
Chairman's statement
I am pleased to report that after a disappointing first six months when the net
asset value of the Ordinary and D Shares fell by 7.1% and 2.5% respectively
(after adding back the second interim dividend) there was a recovery in the
second half of the year with the result that there was a small increase in the
net asset value of both classes of share in the full year.
As at 28 February 2007 the total cumulative return in respect of the Ordinary
and D Shares was 147.37 pence and 131.48 pence per share respectively. The total
cumulative return in respect of the C Shares (now converted into Ordinary
Shares) would have been 106.05 pence per share as adjusted for the conversion
factor.
The mid market price of the Ordinary and D Shares increased by 2.5% and 2.7%
during the year.
Although stock markets in general became more stable towards the end of the year
compared with their previous volatility, our Investment Manager continued to
find decent new investments in short supply with the result that the rate of new
investment was slower than would otherwise have been the case. At the year end
the Ordinary Share Portfolio was 80% and the D Share Portfolio 50 % invested in
qualifying investments.
Performance
The total return was 4.88 pence per Ordinary Share and 7.99 pence per D Share.
Dividends
Ordinary Shares
Dividends paid during the financial year to 28 February 2007 totalled 4.20 pence
per Ordinary Share. In addition, the Board has declared a first dividend out of
realised capital profits of 2.50 pence per Ordinary Share (2006: 1.7 pence per
share). This dividend is subject to HM Revenue & Customs' approval and the
record date and payment date of this dividend will be announced on the London
Stock Exchange RNS service.
D Shares
Dividends paid during the financial year to 28 February 2007 totalled 3.30 pence
per D Share. In addition, the Board has declared a first dividend of 2.50 pence
per D Share comprising 0.75 pence out of revenue profits and 1.75 pence out of
realised capital gains (2006: 2.00 pence per share). This dividend is subject to
H M Revenue & Customs approval and the record date and payment date of this
dividend will be announced on the London Stock Exchange RNS service.
Cancellation of shares and management of the discount
Your Board continues to believe that it is in the best interest of all
shareholders for it to manage the discount to net asset value at which the
shares trade with a view to maintaining it as close to 8% as possible. During
the year under review your Board exercised its power to buy back for
cancellation 1,167,399 Ordinary Shares and 63,645 D Shares. I would like again
to remind shareholders who wish to sell to contact the Investment Manager at
Close Investments Limited, in the interests of achieving a reasonable price.
New VCT Tax Rules
Shareholders may have read about the changes in tax rules relating to Venture
Capital Trusts announced in this year's Budget. The changes fall into two
categories, those which affect existing VCTs directly, which were broadly
positive for your fund, and those relating to money invested from new
fundraisings which will have no direct impact on your fund as it is now, but may
effect its further development in the future.
The tax changes for existing funds relate to the 70% rule which states that in
order to achieve and maintain VCT status, a VCT has to be 70% invested in
qualifying investments by the end of the third year and keep to this rule
thereafter. In the past, in order to avoid falling foul of this rule, VCTs had
used non-interest bearing deposits, which are no longer allowable for this
purpose. However, as a result of the Budget, VCTs will be given more
flexibility in holding cash from a realised investment ahead of a dividend
payment or investment in new qualifying companies. In addition, the new rules
contain provisions that enable HM Revenue & Customs to determine not to withdraw
approval for those VCTs that have breached the VCT conditions through
circumstances outside their control.
For money raised by future VCTs, that is those launched after 6th April 2007,
only companies with 50 full time employees or less will be eligible for
investment, and the amount of money raised by each individual company from this
class of funds (which includes EIS) must not exceed £2m in the preceding 12
months. These changes are not retrospective and so do not apply to the
investment or re-investment of any money already raised in previous years. The
amount of income tax relief has not been changed this year and remains at 30%
and the holding period to achieve this tax break remains at five years.
These changes have no direct affect on your Company, but they increase the
restrictions on future share issues, and make it likely that it will be
increasingly difficult to raise new AIM VCTs. This is something that the Board
will bear in mind when reviewing the future of the whole fund after the D shares
convert into Ordinary shares in 2008.
Outlook
There is a definite cooling in the new issue market for decent new investments.
However, your Investment Manager is confident that it will be possible to invest
the balance of 20% of the D Share Portfolio to achieve more than the 70%
qualifying investment threshold prior to the February 2008 deadline. With the
four further investments made in the D Share Portfolio since 28 February 2007,
the qualifying level now exceeds 55%.
Frank Malcolm
It is with very deep regret that I record the sudden death of Frank last March
at the early age of 63. Frank was head of corporate broking at Brewin Dolphin
Securities and was much engaged in the raising of finance for small quoted and
unquoted companies. He was a director of a number of investment companies. He
was an invaluable member of our Board to which he brought the benefit of his
very considerable experience, incisive intellect and infectious enthusiasm. We
shall miss him very much.
Michael Reeve
Chairman
25 May 2007
Income Statement
for the year ended 28 February 2007
D Shares
28 February 2007 Total
Ordinary Shares 28 February 2007
28 February 2007
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Gains on - 1,828 1,828 - 1,335 1,335 - 3,163 3,163
investments
Investment Income 387 - 387 493 - 493 880 - 880
Investment (149) (448) (597) (113) (338) (451) (262) (786) (1,048)
management fee
Performance fee - - - - - - - - -
Other expenses (128) - (128) (89) - (89) (217) - (217)
Return on ordinary 110 1,380 1,490 291 997 1,288 401 2,377 2,778
activities before
tax
Tax credit/ 6 - 6 (60) 54 (6) (54) 54 -
(charge)on
ordinary
activities
Return 116 1,380 1,496 231 1,051 1,282 347 2,431 2,778
attributable to
equity
shareholders
Basic and diluted 0.38 4.50 4.88 1.44 6.55 7.99
return per share
(pence)
All of the Company's activities derive from continuing operations.
The Company has no recognised gains or losses other than the results for the
year as set out above, accordingly a statement of total recognised gains or
losses is not required.
The total column of the Income Statement represents the profit and loss account
of the Company. The supplementary revenue return and capital return columns have
been prepared in accordance with the Association of Investment Companies'
Statement of Recommended Practice.
Income Statement
for the year ended 28 February 2006
D Shares
28 February 2006 Total
Ordinary Shares 28 February 2006
28 February 2006
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Gains on - 2,331 2,331 - 1,544 1,544 - 3,875 3,875
investments
Investment Income 406 - 406 556 - 556 962 - 962
Investment (156) (469) (625) (90) (271) (361) (246) (740) (986)
management fee
Performance fee - (9) (9) - (50) (50) - (59) (59)
Other expenses (142) - (142) (80) - (80) (222) - (222)
Return on ordinary 108 1,853 1,961 386 1,223 1,609 494 3,076 3,570
activities before
tax
Tax credit/ 1 13 14 (93) 79 (14) (92) 92 -
(charge) on
ordinary
activities
Return 109 1,866 1,975 293 1,302 1,595 402 3,168 3,570
attributable to
equity
shareholders
Basic and diluted 0.34 5.82 6.16 1.93 8.58 10.51
return per share
(pence)
All of the Company's activities derive from continuing operations.
The Company has no recognised gains or losses other than the results for the
year as set out above, accordingly a statement of total recognised gains or
losses is not required.
The total column of the Income Statement represents the profit and loss account
of the Company. The supplementary revenue return and capital return columns have
been prepared in accordance with the Association of Investment Companies'
Statement of Recommended Practice.
Balance Sheet
As at 28 February 2007
Ordinary D Shares Total
Shares As at As at
As at 28 28
28 February February February
2007 2007 2007
£'000 £'000 £'000
Fixed asset investments
Qualifying investments 20,875 10,100 30,975
Non- qualifying investments 4,156 7,077 11,233
25,031 17,177 42,208
Current assets
Debtors 95 81 176
Cash at bank 1,211 2,895 4,106
1,306 2,976 4,282
Creditors: (49) (65) (114)
amounts falling due within
one year
Net current assets 1,257 2,911 4,168
Net assets 26,288 20,088 46,376
Capital and reserves
Called up share capital 14,978 8,008 22,986
Share premium 1,450 39 1,489
Special reserve 7,665 9,304 16,969
Capital redemption reserve 3,353 74 3,427
Realised capital reserve (4,055) 277 (3,778)
Unrealised capital reserve 2,846 2,253 5,099
Revenue reserve 51 133 184
Equity shareholders' funds 26,288 20,088 46,376
Net asset value per share 87.76 125.43
(pence)
Balance Sheet
As at 28 February 2006
Ordinary Shares D Shares Total
As at As at As at
28 February 28 February 28 February
2006 2006 2006
£'000 £'000 £'000
Fixed asset investments
Qualifying investments 22,035 8,857 30,892
Non- qualifying investments 3,925 7,009 10,934
25,960 15,866 41,826
Current assets
Debtors 1,100 5,071 6,171
Cash at bank 724 146 870
1,824 5,217 7,041
Creditors: (824) (1,678) (2,502)
amounts falling due within one year
Net current assets 1,000 3,539 4,539
Net assets 26,960 19,405 46,365
Capital and reserves
Called up share capital 15,561 8,040 23,601
Share premium 1,450 39 1,489
Special reserve 8,547 9,373 17,920
Capital redemption reserve 2,770 42 2,812
Realised capital reserve (3,231) (277) (3,508)
Unrealised capital reserve 1,806 1,965 3,771
Revenue reserve 57 223 280
Equity shareholders' funds 26,960 19,405 46,365
Net asset value per share (pence) 86.62 120.68
Reconciliation of movements in shareholders' funds
For the year ended 28 February 2007
Ordinary Shares
Called up Share Special Capital Realised Unrealised Revenue Total
share premium reserve redemption capital capital reserve
capital reserve reserve reserve
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 28 February 2006 15,561 1,450 8,547 2,770 (3,231) 1,806 57 26,960
Net return after taxation - - - - 340 1,040 116 1,496
Dividends - - - - (1,164) - (122) (1,286)
Shares purchased for (583) - (882) 583 - - - (882)
cancellation
As at 28 February 2007 14,978 1,450 7,665 3,353 (4,055) 2,846 51 26,288
As at 28 February 2005 16,330 1,449 9,691 2,001 (1,220) (1,593) 158 26,816
Net return after taxation - - - - (1,533) 3,399 109 1,975
Dividends - - - - (478) - (210) (688)
Issue of shares (net of - 1 2 - - - - 3
expenses)
Shares purchased for (769) - (1,146) 769 - - - (1,146)
cancellation
As at 28 February 2006 15,561 1,450 8,547 2,770 (3,231) 1,806 57 26,960
Reconciliation of movements in shareholders' funds
For the year ended 28 February 2007
D Shares
Called up Share Special Capital Realised Unrealised Revenue Total
share premium reserve redemption capital capital reserve
capital reserve reserve reserve
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 28 February 2006 8,040 39 9,373 42 (277) 1,965 223 19,405
Net return after taxation - - - - 763 288 231 1,282
Dividends - - - - (209) - (321) (530)
Shares purchased for (32) - (69) 32 - - - (69)
cancellation
As at 28 February 2007 8,008 39 9,304 74 277 2,253 133 20,088
As at 28 February 2005 2,324 2,112 (66) 38 130 497 19 5,054
Net return after taxation - - - - (166) 1468 293 1,595
Dividends - - - - (241) - (89) (330)
Issue of shares (net of 5,720 7,388 - - - - - 13,108
expenses)
Shares purchased for (4) - (9) 4 - - - (9)
cancellation
Transfer of reserves - (9,461) 9,461 - - - - -
Costs of cancelling share - - (13) - - - - (13)
premium
As at 28 February 2006 8,040 39 9,373 42 (277) 1,965 223 19,405
Cash Flow Statement
for the year ended 28 February 2007
Ordinary Shares D Shares Total
28 February 28 February 28 February
2007 2007 2007
£'000 £'000 £'000
Operating activities
Dividend income received 126 27 153
Investment income received 200 340 540
Other income received 7 - 7
Deposit interest received 47 92 139
Investment management fees paid (598) (496) (1,094)
Other cash payments (131) (89) (220)
Net cash outflow from operating activities (349) (126) (475)
Capital expenditure and financial investment
Purchase of investments (2,330) (3,322) (5,652)
Disposal of investments 4,641 7,793 12,434
Net cash inflow from investing activities 2,311 4,471 6,782
Equity dividends paid
Revenue dividends paid (122) (321) (443)
Capital dividends paid (1,164) (209) (1,373)
(1,286) (530) (1,816)
Net cash inflow before financing 676 3,815 4,491
Financing
Intercompany account movement 997 (997) -
Cancellation of shares (1,186) (69) (1,255)
Net cash outflow from financing (189) (1,066) (1,255)
Increase in cash in the year 487 2,749 3,236
.
Cash Flow Statement
for the year ended 28 February 2006
Ordinary Shares D Shares Total
28 February 28 February 28 February
2006 2006 2006
£'000 £'000 £'000
Operating activities
Dividend income received 109 8 117
Investment income received 263 436 699
Deposit interest received 74 86 160
Investment management fees paid (635) (370) (1,005)
Other cash payments (117) (62) (179)
Net cash (outflow)/inflow from operating (306) 98 (208)
activities
Servicing of finance
Interest paid (14) - (14)
Capital expenditure and financial investment
Purchase of investments (6,457) (15,102) (21,559)
Disposal of investments 9,899 1,316 11,215
Net cash inflow/(outflow) from investing 3,442 (13,786) (10,344)
activities
Equity dividends paid
Revenue dividends paid (210) (89) (299)
Capital dividends paid (478) (241) (719)
(688) (330) (1,018)
Net cash inflow/(outflow) before financing 2,434 (14,018) (11,584)
Financing
Intercompany account movement (997) 997 -
Issue of equity net of expenses (88) 13,070 12,982
Cancellation of shares (845) (22) (867)
Net cash (outflow)/inflow from financing (1,930) 14,045 12,115
Increase in cash in the year 504 27 531
.
Notes:
1. Details about the Manager
Close Brothers AIM VCT PLC is managed by Close Investments Limited. Close
Investments Limited is authorised and regulated by the Financial Services
Authority and is a subsidiary of Close Brothers Group plc.
2. Statutory accounts
The financial information set out in this announcement does not constitute the
Company's statutory accounts for the year ended 28 February 2007 or 28 February
2006 but is derived from those accounts. The financial information for the year
ended 28 February 2006 is derived from the statutory accounts delivered to the
Registrar of Companies. The financial information for the year ended 28 February
2007 has been derived from the statutory accounts for the year which will be
delivered to the Registrar of Companies in due course. The auditors reported on
both of these accounts; their reports were unqualified and did not contain
statements under either section 237(2) or (3) of the Companies Act 1985.
The financial information has been prepared on the basis of the accounting
policies set out in the Company's financial statements for the year ended 28
February 2006.
3. Changes in Equity
There were no changes in equity other than those arising from capital
transactions with the owners and distributions to owners.
4. Basic and diluted return per share
Ordinary shares
The revenue return per Ordinary Share is based on the revenue return on ordinary
activities after taxation of £116,000 (2006: £109,000) whilst the capital return
is based on the capital return on ordinary activities after taxation of
£1,380,000 (2006: £1,866,000). This is in respect of 30,655,972 Ordinary Shares
(2006 32,030,767 Shares) being the weighted average number of shares in issue
during the year.
D shares
The revenue return per D Share is based on the revenue return on ordinary
activities after taxation of £231,000 (2006: £293,000) whilst the capital return
is based on the capital return on ordinary activities after taxation of
£1,051,000 (2006: £1,302,000). This is in respect of 16,051,466 D Shares (2006:
15,172,423 Shares) being the weighted average number of shares in issue during
the year.
5. Net asset value per share
Ordinary Shares
The net asset value per share is based on net assets attributable to Ordinary
shareholders of £26,288,000 (2006: £26,960,000) and 29,955,440 (2006:
31,122,839) Ordinary Shares in issue at the year end
D Shares
The net asset value per share is based on net assets attributable to D
shareholders of £20,088,000 (2006: £19,405,000) and 16,015,188 (2006:
16,078,833) D Shares in issue at the year end.
For further information, please contact:
Andrew Buchanan / Kate Tidbury Karen Brunskill / Laura Cronin
Close Investments Limited Lanson
Tel: 020 7426 4000 Tel: 020 7294 3685 / 020 7294 3607
This information is provided by RNS
The company news service from the London Stock Exchange