THE INCOME & GROWTH VCT PLC
Half-Year Results for the six months ended 31 March 2014
Company Objective
The objective of The Income & Growth VCT plc ("I&G VCT" or "the Company") is to provide investors with an attractive return, by maximising the stream of dividend distributions from the income and capital gains generated by a diverse and carefully selected portfolio of investments.
Financial Highlights
Six months to 31 March 2014
- |
Net asset value (NAV) total return for the six months was 6.2%. |
- |
Share price total return per share for the six months was 4.5%. |
- |
The Company paid a final dividend of 4.0 pence per share for the year ended 30 September 2013. The Directors have declared an interim dividend of 6.0 pence per share to be paid on 3 July 2014. When paid, this payment will bring cumulative dividends paid since 1 April 2008 to 50.5 pence per share. |
- |
Liquidity has been further enhanced by the Mobeus VCTs' Linked Offer in 2013/14 which has raised £8.4 million (before costs) for the Company. |
- |
The Company invested a total of £9.1 million in the period to support the MBOs of Virgin Wines and Entanet and provide expansion capital for Bourn Hall. |
Performance Summary
The net asset value per share at 31 March 2014 was 117.0 pence
The table below shows the recent past performance of funds raised in 2007/08 for the existing class of ordinary shares. Detailed performance data, including a table of dividends paid to date, for all fundraising rounds is shown in the Performance Data Appendix in the Half-Year Report.
|
Net assets (£m) |
NAV per share (p) |
Cumulative dividends paid per share (p) |
Cumulative NAV total return to shareholders since launch per share (p) |
Share price (p) 1 |
Share price total return to shareholders since launch per share (p) |
||||
Ordinary Shares |
||||||||||
As at 31 March 2014 |
67.8 |
117.0 |
44.5 |
161.5 |
100.0 |
144.5 |
||||
As at 30 September 2013 |
60.5 |
113.9 |
40.5 |
154.4 |
99.5 |
140.0 |
||||
As at 30 September 2012 |
50.6 |
109.62 |
28.5 |
138.1 |
97.0 |
125.5 |
||||
As at 30 September 2011 |
49.2 |
120.894 |
4.5 |
125.3 |
91.6 |
96.1 |
||||
As at 30 September 2010 |
36.6 |
99.0 |
0.5 |
99.5 |
87.0 |
87.5 |
||||
1 Source: London Stock Exchange.
Dividends declared (not included in the above table)
The Directors have declared an interim dividend of 6.0 pence per share, comprising 5.0 pence from capital and 1.0 penny from income. The dividend will be paid on 3 July 2014 to shareholders on the Register on 13 June 2014 and will bring cumulative dividends paid per share since 1 April 2008 to 50.5 pence.
Chairman's Statement
I am pleased to present the Company's Half-Year Report for the six months ended 31 March 2014.
This has been another positive period for many of the companies in the portfolio which are performing well. The continuing encouraging performance of your portfolio supports the view that well-managed and prudently financed businesses can succeed in challenging market conditions. The Board believes that the portfolio is well positioned to take advantage of the more promising outlook for the UK economy.
I am pleased to report that at 31 March 2014, using the benchmark of NAV total return, the Company was ranked first over three years and third over five and ten years among generalist VCTs by the Association of Investment Companies ("the AIC") (based on statistics prepared by Morningstar).
Performance
The Company's NAV total return per share was 6.2% (2013: 8.6%) for the six months to 31 March 2014 while the total share price return was 4.5% (2013: 7.2%).
Cumulative NAV total return per share (being the closing net asset value plus total dividends paid to date) has risen to 161.5 pence compared to 154.4 pence at the year-end. This represents a further increase of 4.6% over the period and an increase of 70.5% since the merger of the VCT's share classes in March 2010.
Strategic Report
The 2013 Annual Report included a Strategic Report for the first time. One principal aim of this Report is to show shareholders the extent to which the Company is meeting its Investment Objective. I will report again in more detail in the coming year-end's Strategic Report.
Longer term performance of the Company
Shareholders who invested in the former class of 'S' Shares in 2007 (the year of launch of the current share class) have seen a total NAV return to date of 161.5 pence per share. This return compares with an initial investment of 100 pence per share, or a net cost (after initial income tax relief of 30%) of 70 pence per share. As part of this return, shareholders have received 44.5 pence in dividends representing an average annual yield upon their initial 70 pence net investment of 10.2%. The underlying net asset value, which represents the balance of their total return, is 117.0 pence per share.
Similar details are contained in the tables showing the performance of all fundraisings, including the fund of ordinary shares launched in 2000/01 ("the 'O' Share Fund"), in the Performance Data Appendix in the Half-Year Report.
Investment portfolio
The portfolio has performed well during the period, increasing in value by 13.0% on a like for like basis. The aggregate portfolio saw a net increase of £3.4 million in unrealised gains and £0.6 million in realised gains over the six month period and was valued at £41.7 million at the period-end.
During thesix months under review, the Company has invested a total of£9.1 million (including £2 million which was previously heldin acquisition vehicles)to support theMBOs of Virgin Wines Online Limited ("Virgin Wines") and Entanet International Limited ("Entanet") and to provide expansion capital to Bourn Bioscience Limited ("Bourn Hall").
Saleproceeds for the period have totalled £3.9 million, including £2.6 million received from Alaric Systems and £0.8 millionreceived from several other portfolio companies making partial loan stock repayments.
Following the period-end, in April 2014,the VCT received £0.7 million in cashproceeds from the successful realisation of Machineworks. A number of companies are pursuingpossible exits and we are hopeful that someof these willcomplete during the current year.
Details of all these transactions and the performance of the portfolio are contained in the Investment Review below.
Revenue Account
A large increase in revenue and largely stable costs has meant that the net revenue return has continued to improve significantly, increasing over 90% from £526,881 for the comparative period to £1,005,566. Loan interest income from investee companies has risen by almost 46% from £720,993 to £1,052,637 as a result of the loans to a number of new investments made over the last year. Dividend income has also improved due to the strong trading performance of some investee companies which has enabled them to pay profit related dividends. Bank interest has remained steady, despite higher amounts of cash held, as interest rates on bank deposits continued to fall.
Fund management fees have risen from £627,190 to £679,705 as a result of increased net assets over the year. In addition, a continued run of successful realisations has meant the Company has accrued higher performance fees with £515,860 being charged to the capital return compared to £106,778 in the previous period.
Other expenses have remained steady over the course of the period rising only marginally from £189,766 to £193,717.
Dividends
The Board is committed to providing an attractive dividend stream to shareholders and had set a target of paying a dividend of at least 4 pence per share in respect of each financial year. I am however pleased to report that this target has been substantially exceeded over the last three years as 40 pence per share has been paid. As a result of this good performance, the Board has decided to raise this target to a minimum of 6 pence per share in respect of each financial year.
Accordingly, the Board has declared an interim dividendin respect of the year ending 30 September 2014 of6.0 pence (2013: 6.0 pence) per share comprising 5.0 pence (2013: 5.0 pence) per share fromcapital and 1.0 penny (2013: 1.0 penny) per share fromincome. This dividend will be paidon 3 July 2014 to shareholders on the Register on 13 June 2014.
The Company's Dividend Investment Scheme ("the Scheme") will apply to this dividend. (See below).
This payment will be in addition to the final dividend of 4.0 pence per share in respect of the year ended 30 September 2013, paid to shareholders on 12 March 2014.
Cumulative dividends per share paid to date amount to 44.5 pence (pre-merger: 0.5 pence; post-merger: 44.0 pence) for the current share class. This figure will increase to 50.5 pence per share following the payment of the above interim dividend.
Dividend investment scheme
The Company's Dividend Investment Scheme ("the Scheme") is a convenient, easy and cost effective way for shareholders to build up their shareholding in the Company. Instead of receiving cash dividends they can elect to receive new shares in the Company. By opting to receive their dividend in this manner, there are three benefits to shareholders:
- |
The dividend remains tax free; |
- |
Shareholders are allotted new shares in the Company which will, subject to their particular circumstances, attract VCT tax reliefs applicable for the tax year in which the shares are allotted. The tax relief currently available to investors in new VCT shares is 30% for the 2014/15 tax year for investments up to £200,000 in any one tax year; and |
- |
The Scheme also has one particular advantage. Under its terms, a member is able to re-invest at an advantageous price, being the average market price of the shares for the five business days prior to the dividend being paid. This price is likely to be at a discount of 10% to the underlying net asset value (provided that this is greater than 70% of the latest published net asset value per share). |
Shareholders wishing to join the Scheme should submit a mandate form to Capita Asset Services, the Scheme Administrator, by no later than 18 June 2014, to ensure that they receive the above dividend as shares.
Linked Offer for subscription
I am pleased to report that the 2013/14 Mobeus VCTs' Linked Offer for Subscription to raise, in aggregate, £34 million("the Offer") was well received. The Company has raised £8.4 million as its share of the £33.4 million in subscriptions received to date by the four VCTs.
A total of 6,587,245 new shares in the Company have been allotted under the Offer, which has been extended to 30 May 2014, of which 4,787,229 shares were allotted in the six months to 31 March 2014.
Cash available for investment
The Board continues to monitor credit risk in respect of its cash balances and to prioritise the security and protection of the Company's capital. Cash and liquidity fund balances as at 31 March 2014 amounted to £24.2 million. This figure includes £12.8 million held in money market funds with AAA credit ratings and £11.4 million held in deposit accounts with a number of well-known financial institutions across a range of maturities. In addition, a further £2.7 million remains invested in two acquisition vehicles pending further investment at the period-end.
Share buy-backs
During the six months ended 31 March 2014, the Company bought back 225,938 (2013: 512,465) shares (representing 0.4% (2013: 1.1%) of the shares in issue at the beginning of the period) at a total cost of £228,381 (2013: £495,903), inclusive of expenses. These shares were subsequently cancelled by the Company.
The Board regularly reviews its buyback policy and seeks to maintain the discount to NAV at which the Company's shares trade at around 10% below the latest published NAV. This has been largely achieved in the period.
Shareholder communications
May I remind you that the Company continues to have its own website which is available at www.incomeandgrowthvct.co.uk.
The Investment Manager ("Adviser") held its fourth annual Shareholder Workshop in January 2014. The workshop provided a forum for around 160 Mobeus VCT shareholders to hear presentations from the Adviser and to learn more about the investment activity in greater depth from the managing director and chairman respectively of two diverse companies, Gro-Group and Newquay Helicopters.
Outlook
We have seen clear signs of improvement in the outlook for the UK economy since the year-end. Some business surveys reveal a cautious optimism in the corporate sector and the Office for Budget Responsibility and the CBI are currently forecasting growth of 2.7% and 3.0% respectively, for 2014. Against this more optimistic tone, other commentators are concerned about how solid such a recovery will be in the medium term, while others argue that interest rates should be raised sooner rather than later to prevent parts of the economy from overheating. Whilst conscious of the possibility of shocks to the economic revival now underway, the Board and the Adviser believe that, on balance, this recovery will be sustainable with inflation remaining low and interest rates beginning to increase only slowly from the end of this year.
The Adviser is also of the view that there are many promising new opportunities to invest in established, profitable businesses on attractive terms. In addition, there continue to be several opportunities to provide further finance to certain businesses in the portfolio to enable them to make acquisitions. The Company's significant cash resources will enable it to capitalise on the opportunities for new investment. Similarly, the Adviser is seeing interest from potential acquirers in a number of portfolio businesses, and so believes exit prospects are also favourable.
The Board continues to believe that its investment strategy mitigates some of the risks inherent when investing in smaller businesses and should deliver attractive returns to shareholders over the medium to long term.
Once again, I would like to take this opportunity to thank all shareholders for their continued support.
Colin Hook
Chairman
Investment Policy
Company objective
The Objective of the Company is to provide investors with an attractive return, by maximising the stream of dividend distributions from the income and capital gains generated by a diverse and carefully selected portfolio of investments.
Investment policy
The Company's policy is to invest primarily in a diverse portfolio of UK unquoted companies. Investments are generally structured as part loan and part equity in order to receive regular income and to generate capital gains from trade sales and flotations of investee companies.
Investments are made selectively across a number of sectors, primarily in management buy-out transactions (MBOs) i.e. to support incumbent management teams in acquiring the business they manage but do not yet own. Investments are primarily made in companies that are established and profitable.
The Company has a small legacy portfolio of investments in companies from the period prior to 30 September 2008, when it was a multi-manager VCT. This includes investments in early stage and technology companies and in companies quoted on the AiM market.
The Company's cash and liquid resources are held in a range of instruments of varying maturities, subject to the overriding criterion that the risk of loss of capital be minimised.
VCT regulation
The Investment Policy is designed to ensure that the Company continues to qualify and is approved as a VCT by HM Revenue & Customs ("HMRC").
Amongst other conditions, the Company may not invest more than 15% of its investments in a single company and must have at least 70% by value of its investments throughout the period in shares or securities comprised in VCT qualifying holdings of which a minimum overall of 30% by value (70% for funds raised after 6 April 2011) must be in ordinary shares which carry no preferential rights (save as may be permitted under VCT rules). In addition, although the VCT can invest less than 30% (70% for funds raised after 6 April 2011) of an investment in a specific company in ordinary shares it must have at least 10% by value of its total investments in each VCT qualifying company in ordinary shares which carry no preferential rights (save as may be permitted under VCT rules).
The companies in which investments are made must have no more than £15 million of gross assets at the time of investment and £16 million immediately following the investment to be classed as a VCT qualifying holding.
Asset mix
The Company initially holds its funds in a portfolio of interest bearing investments and deposits. The investment portfolio of qualifying investments is built up over a three year period with the aim of investing and maintaining at least 70% of net funds raised in qualifying investments.
Risk diversification and maximum exposures
Risk is spread by investing in a number of different businesses across different industry sectors. To reduce the risk of high exposure to equities, each qualifying investment is structured to achieve the optimum balance between loan stock and equity to provide protection against downside risk alongside the best potential overall returns.
Co-investment
The Company aims to invest in larger, more mature unquoted companies through investing alongside other VCTs advised by the Adviser with a similar investment policy.
Borrowing
The Company's Articles permit borrowing of up to 10% of the adjusted capital and reserves (as defined therein). However, it has never borrowed and the Board has no current plans to undertake any borrowing.
Management
The Board has overall responsibility for the Company's affairs including the determination of its Investment Policy. Investment and divestment proposals are originated, negotiated and recommended by the Adviser and are then subject to review and approval by the Directors.
Investment Review
New investment
A total of £9.1 million was invested into new deals during the six months under review. This included substantial new investments to support the MBOs of Virgin Wines and Entanet and provide expansion capital to Bourn Hall.
Principal new investments in the half-year
Company |
Business |
Month |
Amount of new investment (£m) |
Virgin Wines |
Online wine retailer |
November 2013 |
2.8* |
Virgin Wines is an online wine merchant and the Virgin Group Partner with the sole UK rights to use the Virgin brand to source and sell boutique, handcrafted wines from all over the world. The company's latest full year accounts show annual sales of £34.5 million and profit before interest, tax and goodwill of £2.0 million. |
|||
Bourn Bioscience |
IVF Clinic |
February 2014 |
1.6 |
Bourn Bioscience owns and manages the Bourn Hall fertility clinics in the East of England. The VCT's investment will support the geographic expansion of this internationally renowned IVF clinic. The initial investment is supplemented by a commitment to invest significant follow-on finance as part of a buy and build strategy. The Company's latest full year accounts show annual sales of £10.6 million and profit before interest, tax and goodwill of £0.5 million. |
|||
Entanet |
Wholesale provider of internet connectivity solutions |
February 2014 |
2.0* |
Entanet is one of the UK's leading independent wholesale voice and data communications providers. Headquartered in Telford and with over 80 staff, the company provides a diverse portfolio of business class data and voice services via a network of over 2,000 wholesale and reseller channel partners in the UK. The Company's latest full year accounts show annual sales of £25.3 million and profit before interest, tax and goodwill of £1.9 million. |
*The investments into Virgin Wines and Entanet each utilised £1 million from one of the Company's acquisition vehicles, totalling £2 million, which is included in the above figures. For further details please see the Investment Portfolio Summary below.
The VCT also invested a further £2.7 million into two new acquisition vehicle investments in the period.
Realisations in the half-year
The VCT realised two investments during the period under review for total proceeds of £3.0 million.
Company |
Business |
Date of original investment/ |
Total proceeds over life of investment/ |
|
|
realisation |
Multiple over cost |
Faversham House |
Publisher, exhibition organiser and operator |
December 2010 |
£0.5 million |
December 2013 |
0.9 times cost |
||
Faversham's progress had fallen short of expectations and we took the opportunity to agree with management a phased realisation of our holding. In March 2013, the VCT sold part of its loan stock and its entire equity investment. The residual loan stock investment was realised in two phases later in the year. £0.4 million was received in loan stock repayments during the year, as included in the table below. |
|||
Alaric Systems |
Software for retail credit card payment systems |
February 2002 |
£2.7 million |
December 2013 |
4.4 times cost |
||
|
|||
The Company realised its investment in Alaric through a sale to a subsidiary of NCR Corporation for cash proceeds of £2.6 million. The Company may become entitled to receive additional sale proceeds of up to £0.5 million over the period to December 2017, which are currently held in escrow. |
Partial loan stock repayments
Positive cash flow at a number of companies has contributed to a number of loan stock repayments totalling £770,000 for the period, which figure includes Faversham House above, as summarised below: -
Company |
Business |
Month |
Amount (£000's) |
Blaze Signs |
Signs and sign maintenance |
October 2013 |
264 |
Faversham House |
Publisher, exhibition organiser and operator |
October/December 2013 |
166 |
Focus Pharma |
Licensing and distribution of pharmaceuticals |
November 2013 |
163 |
Westway |
Installation, service and maintenance of air conditioning systems |
January 2014 |
99 |
Tessella |
Consultancy |
Quarterly |
50 |
DiGiCo Global |
Design and manufacture of audio mixing desks |
October 2013 |
28 |
|
|
Total |
770 |
Realisation post period-end
Company |
Business |
Date of original investment/ |
Total proceeds original over life of investment/ |
Machineworks |
Software for CAM and |
April 2006 |
£1.2 million |
|
machine tool vendors |
April 2014 |
4.1 times cost |
Investment outlook
The increase in the number and the continuing quality of investment opportunities that we have seen in recent months is encouraging. We see this as a result of the upturn in business confidence as the UK consolidates its emergence from recession. The sector of the UK Mergers and Acquisitions market in which we operate is currently healthy. We are being approached by sellers with much more realistic expectations of the value of their businesses and the commitment to see deals through to completion. As a result of our prudent approach to new investment during the downturn, the Company still retains a strong level of liquidity which will enable it to take advantage of this more positive environment. We believe that the current encouraging performance of the portfolio, and the improved outlook for new investment, should create value for shareholders in the medium term.
Investment Portfolio Summary
as at 31 March 2014
|
Total cost at |
Valuation at |
Additional |
Valuation at |
|
31 March 2014 |
30 September 2013 |
Investments in the period |
31 March 2014 |
|
(unaudited) |
(audited) |
|
(unaudited) |
|
|
|
|
|
|
£ |
£ |
£ |
£ |
|
|
|
|
|
ATG Media Holdings Limited |
1,889,006 |
3,686,911 |
- |
4,322,326 |
Publisher and online auction platform operator |
|
|
|
|
|
|
|
|
|
Virgin Wines Holding Company Limited (formerly Culbone Trading Limited) 1 |
2,843,557 |
- |
2,843,557 |
2,843,557 |
Online wine retailer |
|
|
|
|
|
|
|
|
|
Fullfield Limited (trading as Motorclean) |
2,405,465 |
2,887,812 |
- |
2,783,096 |
Vehicle cleaning and valeting services |
|
|
|
|
|
|
|
|
|
Ingleby (1879) Limited (trading as EMaC) Service plans for the motor trade |
1,486,848 |
2,452,407 |
- |
2,553,876 |
|
|
|
|
|
|
|
|
|
|
Madacombe Trading Limited (trading as Veritek Global) |
2,289,859 |
2,289,859 |
- |
2,289,859 |
Maintenance of imaging equipment |
|
|
|
|
|
|
|
|
|
Tessella Holdings Limited |
1,595,001 |
2,213,488 |
- |
2,213,179 |
Provider of science powered technology and consulting services |
|
|
|
|
|
|
|
|
|
Gro-Group Limited |
2,341,286 |
2,341,286 |
- |
2,193,703 |
Baby sleep products |
|
|
|
|
|
|
|
|
|
Ackling Management Limited (trading as Entanet ) 2 |
2,005,371 |
- |
2,005,371 |
2,005,371 |
Wholesale voice and data communications provider |
|
|
|
|
|
|
|
|
|
ASL Technology Holdings Limited |
1,769,790 |
1,088,213 |
- |
1,764,536 |
Printer and photocopier services |
|
|
|
|
|
|
|
|
|
Blaze Signs Holdings Limited |
418,281 |
1,249,579 |
- |
1,755,226 |
Manufacturer and installer of signs |
|
|
|
|
|
|
|
|
|
Bourn Bioscience Limited |
1,610,379 |
- |
1,610,379 |
1,610,379 |
Bourn Hall In-vitro fertilisation clinics |
|
|
|
|
|
|
|
|
|
IDOX plc |
453,881 |
1,625,078 |
- |
1,583,409 |
Provider of document storage systems |
|
|
|
|
|
|
|
|
|
EOTH Limited (trading as Rab and Lowe Alpine) |
1,383,313 |
1,397,444 |
- |
1,561,923 |
Branded outdoor equipment and clothing |
|
|
|
|
|
|
|
|
|
South West Services Investment Limited |
1,342,800 |
- |
1,342,800 |
1,342,800 |
Company seeking to acquire a business services company in the South West of England |
|
|
|
|
|
|
|
|
|
Manufacturing Services Investment Limited |
1,336,800 |
- |
1,336,800 |
1,336,800 |
Company seeking to acquire businesses in the manufacturing sector |
|
|
|
|
|
|
|
|
|
Westway Services Holdings (2010) Limited |
126,609 |
1,025,054 |
- |
1,028,115 |
Installation, service and maintenance of air conditioning systems |
|
|
|
|
|
|
|
|
|
CB Imports Group Limited (trading as Country Baskets) |
1,000,000 |
1,050,541 |
- |
1,019,586 |
Importer and distributor of artificial flowers, floral sundries and home decór products |
|
|
|
|
|
|
|
|
|
DiGiCo Global Limited |
545,075 |
776,204 |
- |
1,018,081 |
Designer and manufacturer of audio mixing desks |
|
|
|
|
|
|
|
|
|
Aquasium Technology Limited |
500,000 |
840,760 |
- |
917,376 |
Manufacturing and marketing of bespoke electron beam welding and vacuum furnace |
|
|
|
|
equipment |
|
|
|
|
|
|
|
|
|
RDL Corporation Limited |
1,441,667 |
667,316 |
- |
847,813 |
Recruitment consultants for the pharmaceutical, business intelligence and IT industries |
|
|
|
|
|
|
|
|
|
Machineworks Software Limited |
20,471 |
574,339 |
- |
718,531 |
Software for CAM and machine tool vendors |
|
|
|
|
|
|
|
|
|
Youngman Group Limited |
1,000,052 |
700,992 |
- |
700,992 |
Manufacturer of ladders and access towers |
|
|
|
|
|
|
|
|
|
Omega Diagnostics Group plc |
280,026 |
338,329 |
30 |
641,686 |
In-vitro diagnostics for food intolerance, autoimmune diseases and infectious diseases |
|
|
|
|
|
|
|
|
|
Focus Pharma Holdings Limited |
181,722 |
583,331 |
- |
579,419 |
Licensor and distributor of generic pharmaceuticals |
|
|
|
|
|
|
|
|
|
Duncary 8 Limited |
509,923 |
516,702 |
- |
545,114 |
City-based provider of specialist technical training |
|
|
|
|
|
|
|
|
|
Original Additions Topco Limited |
25,696 |
537,948 |
- |
537,948 |
Manufacturer and distributor of beauty products |
|
|
|
|
|
|
|
|
|
The Plastic Surgeon Holdings Limited |
406,082 |
315,644 |
- |
390,100 |
Supplier of snagging and finishing services to the property sector |
|
|
|
|
|
|
|
|
|
Vectair Holdings Limited |
53,400 |
198,098 |
- |
276,538 |
Designer and distributor of washroom products |
|
|
|
|
|
|
|
|
|
Newquay Helicopters (2013) Limited |
196,824 |
196,824 |
- |
196,824 |
Helicopter service operator |
|
|
|
|
|
|
|
|
|
Lightworks Software Limited |
20,471 |
106,937 |
- |
54,008 |
Software for CAD vendors |
|
|
|
|
|
|
|
|
|
PXP Holdings Limited (trading as Pinewood Structures) |
965,371 |
45,195 |
- |
45,195 |
Designer, manufacturer and supplier of timber frames for buildings |
|
|
|
|
|
|
|
|
|
Monsal Holdings Limited |
454,461 |
28,297 |
- |
28,297 |
Supplier of engineering services to the water and waste sectors |
|
|
|
|
|
|
|
|
|
Corero plc |
600,000 |
15,717 |
- |
15,717 |
Provider of e-business technologies |
|
|
|
|
|
|
|
|
|
Racoon International Holdings Limited |
550,852 |
31,370 |
- |
1,000 |
Supplier of hair extensions, hair care products and training |
|
|
|
|
|
|
|
|
|
Oxonica Limited |
2,524,527 |
- |
- |
- |
Development and exploitation of nanomaterials |
|
|
|
|
|
|
|
|
|
Data Continuity Group Limited |
163,345 |
29,632 |
- |
- |
Data storage solution provider |
|
|
|
|
|
|
|
|
|
NexxtDrive Limited |
487,014 |
- |
- |
- |
Developer and exploiter of patented transmission technologies |
|
|
|
|
|
|
|
|
|
Aigis Blast Protection Limited |
272,120 |
- |
- |
- |
Specialist blast containment materials company |
|
|
|
|
|
|
|
|
|
Legion Group plc (in administration) |
150,000 |
- |
- |
- |
Provision of manned guarding, mobile patrols, and alarm response services |
|
|
|
|
|
|
|
|
|
Biomer Technology Limited |
137,170 |
- |
- |
- |
Developer of biomaterials for medical devices |
|
|
|
|
|
|
|
|
|
Watchgate Limited |
1,000 |
- |
- |
- |
Holding company |
|
|
|
|
|
|
|
|
|
Realised investments |
|
|
|
|
|
|
|
|
|
Alaric Systems Limited |
- |
2,064,071 |
- |
- |
Software development, implementation and support in the cr |
|
|
|
|
|
|
|
|
|
Faversham House Holdings Limited |
- |
144,859 |
- |
- |
Publisher, exhibition organiser and operator of websites for the environmental, visual |
|
|
|
|
communications and building services sectors |
|
|
|
|
|
|
|
|
|
Ackling Management Limited |
- |
1,000,000 |
- |
- |
Acquisition vehicle used to support the MBO of Entanet International Limited |
|
|
|
|
|
|
|
|
|
Culbone Trading Limited |
- |
1,000,000 |
- |
- |
Acquisition vehicle used to support the MBO of Virgin Wines Online Limited |
|
|
|
|
|
|
|
|
|
Sarantel Group plc |
- |
- |
- |
- |
Developer and manufacturer of antennae for mobile phones and other wireless devices |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
37,785,515 |
34,020,237 |
9,138,9373 |
41,722,380 |
|
|
|
|
|
1 -£1,000,000 of this investment into Virgin Wines Holding Company Limited) was provided by Culbone Trading Limited, one of the Company's acquisition vehicles.
2 -£1,000,000 of this investment into Ackling Management Limited (trading as Entanet International Limited) was provided by Ackling Management Limited, one of the Company's acquisition vehicles.
3 -The total additional investments figure of £9,138,937 differs to that shown in note 7 of £7,138,937 by £2,000,000 comprising the £1,000,000 originally invested into each of Ackling Management Limited and Culbone Trading Limited.
Responsibility Statement of the Directors
In accordance with Disclosure and Transparency Rule (DTR) 4.2.10, Colin Hook (Chairman), Jonathan Cartwright (Chairman of the Audit and Nomination & Remuneration Committees) and Helen Sinclair (Chairman of the Investment Committee), being the Directors of the Company, confirm that to the best of their knowledge:
(a) |
the condensed set of financial statements, which have been prepared in accordance with the statement "Half-Yearly Reports" issued by the Accounting Standards Board, give a true and fair view of the assets, liabilities, financial position and profit of the Company as required by DTR 4.2.4; |
|
|
(b) |
the Half-Year Management Report which is included within the Chairman's Statement, Investment Policy, Investment Portfolio Summary and Investment Manager's Review includes a fair review of the information required by DTR 4.2.7 being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; |
|
|
(c) |
a description of the principal risks and uncertainties facing the Company for the remaining six months is set out below, in accordance with DTR 4.2.7; and |
|
|
(d) |
there were no related party transactions in the first six months of the current financial year that are required to be reported, in accordance with DTR 4.2.8.
|
Principal Risks and Uncertainties
In accordance with Disclosure and Transparency Rule (DTR) 4.2.7, the Board confirms that the principal risks and uncertainties facing the Company have not materially changed from those identified in the Annual Report and Accounts for the year ended 30 September 2013. The Board acknowledges that there is regulatory risk and continues to manage the Company's affairs in such a manner as to comply with section 274 Income Tax Act 2007.
The principal risks faced by the Company are:
- |
economic; |
- |
loss of approval as a Venture Capital Trust; |
- |
investment and strategic; |
- |
valuation; regulatory; |
- |
financial and operating; |
- |
market; |
- |
asset liquidity; |
- |
market liquidity; |
- |
counterparty. |
A detailed explanation of the principal risks facing the Company can be found in the Annual Report and Accounts for the year ended 30 September 2013 on pages 21 - 22 and in Note 19 on pages 58 - 64 . Copies are available from the Company's website: www.incomeandgrowthvct .co.uk.
Going Concern
The Board has assessed the Company's operation as a going concern. The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the half-year management report which comprises the Chairman's Statement, Investment Policy, Investment Review and Investment Portfolio Summary. The Directors have satisfied themselves that the Company continues to maintain a significant cash position and has raised additional funds during the period. The majority of companies in the portfolio continue to trade profitably and the portfolio taken as a whole remains resilient and well-diversified. The major cash outflows of the Company (namely investments, share buy-backs and dividends) are within the Company's control.
The Board's assessment of liquidity risk and details of the Company's policies for managing its capital and financial risks are shown in Note 19 on pages 58 - 64 of the Annual Report and Accounts for the year ended 30 September 2013. Accordingly, the Directors continue to adopt the going concern basis of accounting in preparing the half-yearly report and annual financial statements.
Cautionary Statement
This report may contain forward looking statements with regards to the financial condition and results of the Company, which are made in the light of current economic and business circumstances. Nothing in this report should be construed as a profit forecast.
For and on behalf of the Board:
Colin Hook
Chairman
Unaudited Income Statement
for the six months ended 31 March 2014
|
Six months ended 31 March 2014 (unaudited) |
|||
|
Notes |
Revenue (£) |
Capital (£) |
Total (£) |
Unrealised gains on investments |
7 |
- |
3,376,292 |
3,376,292 |
Net realised gains on investments |
7 |
- |
552,484 |
552,484 |
Income |
2 |
1,543,619 |
- |
1,543,619 |
Investment adviser's fees |
3 |
(169,926) |
(509,779) |
(679,705) |
Investment advisers' performance fees |
3 |
- |
(515,860) |
(515,860) |
Other expenses |
|
(193,717) |
- |
(193,717) |
|
||||
Tax on profit on ordinary activities before taxation |
1,179,976 |
2,903,137 |
4,083,113 |
|
Tax on profit on ordinary activities |
4 |
(174,410) |
174,140 |
- |
|
|
|
|
|
Profit on ordinary activities after taxation |
|
1,005,566 |
3,077,547 |
4,083,113 |
|
|
|
|
|
Basic and diluted earnings per ordinary share |
5 |
1.87p |
5.70p |
7.57p |
|
Six months ended 31 March 2013 (unaudited) |
|||
|
Notes |
Revenue (£) |
Capital (£) |
Total (£) |
Unrealised gains on investments |
7 |
- |
3,009,086 |
3,009,086 |
Net realised gains on investments |
7 |
- |
1,037,994 |
1,037,994 |
Income |
2 |
988,065 |
533,750 |
1,521,815 |
Investment adviser's fees |
3 |
(156,797) |
(470,393) |
(627,190) |
Investment advisers' performance fees |
3 |
- |
(106,778) |
(106,778) |
Other expenses |
|
(189,766) |
- |
(189,766) |
|
||||
Profit on ordinary activities before taxation |
|
641,502 |
4,003,659 |
4,645,161 |
Tax on profit on ordinary activities |
|
(114,621) |
114,621 |
- |
|
|
|
|
|
Profit on ordinary activities after taxation |
|
526,881 |
4,118,280 |
4,645,161 |
|
|
|
|
|
Basic and diluted earnings per ordinary share |
5 |
1.12p |
8.80p |
9.92p |
|
Six months ended 30 September 2013 (audited) |
||||
|
Notes |
Revenue (£) |
Capital (£) |
Total (£) |
|
Unrealised gains on investments |
7 |
- |
5,900,080 |
5,900,080 |
|
Net realised gains on investments |
7 |
- |
1,093,304 |
1,093,304 |
|
Income |
2 |
2,488,388 |
533,750 |
3,022,138 |
|
Investment adviser's fees |
3 |
(321,777) |
(965,335) |
(1,287,112) |
|
Investment advisers' performance fees |
3 |
- |
(106,778) |
(106,778) |
|
Other expenses |
|
(412,241) |
- |
(412,241) |
|
|
|||||
Profit on ordinary activities before taxation |
|
1,754,370 |
6,455,021 |
8,209,391 |
|
Tax on profit on ordinary activities |
|
(267,890) |
267,890 |
- |
|
|
|
|
|
|
|
Profit on ordinary activities after taxation |
|
1,486,480 |
6,722,911 |
8,209,391 |
|
|
|
|
|
|
|
Basic and diluted earnings per ordinary share |
5 |
2.98p |
13.45p |
16.43p |
|
The total column of this statement is the Profit and Loss account of the Company.
All revenue and capital items in the above statement derive from continuing operations. There were no other recognised gains or losses in the period.
Other than revaluation movements arising on investments held at fair value through profit and loss, there were no differences between the profit as stated above and at historical cost.
Unaudited Balance Sheet
as at 31 March 2014
|
Notes |
31 March 2014 |
31 March 2013 |
30 September 2013 |
|
(unaudited) |
(unaudited) |
(audited) |
|||
£ |
£ |
£ |
|||
Fixed Assets |
|
|
|
|
|
Investments at fair value |
7 |
41,722,380 |
32,385,848 |
34,020,237 |
|
Current assets |
|
|
|
|
|
Debtors and prepayments |
|
3,121,950 |
2,996,460 |
1,384,798 |
|
Current asset investments |
8 |
19,836,805 |
17,787,414 |
22,799,201 |
|
Cash at bank |
|
4,308,750 |
4,479,667 |
3,095,005 |
|
|
|
27,267,505 |
25,263,541 |
27,279,004 |
|
|
|
|
|
|
|
Creditors: amounts falling due |
|
|
|
|
|
within one year |
|
(1,203,938) |
(967,381) |
(830,369) |
|
Net current assets |
|
26,063,567 |
24,296,160 |
26,448,635 |
|
|
|
|
|
|
|
Net assets |
|
67,785,947 |
56,682,008 |
60,468,872 |
|
|
|
|
|
|
|
Capital and reserves |
9 |
579,281 |
501,495 |
530,882 |
|
Called up share capital |
|||||
Share premium account |
|
2,455,455 |
3,013,474 |
15,634,572 |
|
Capital redemption reserve |
|
290,192 |
202,389 |
287,932 |
|
Revaluation reserve |
|
10,114,522 |
4,548,616 |
8,902,232 |
|
Special reserve |
|
30,928,203 |
24,975,739 |
13,193,594 |
|
Profit and loss account |
|
23,418,294 |
23,440,295 |
21,919,660 |
|
Equity shareholders' funds |
|
67,785,947 |
56,682,008 |
60,468,872 |
|
|
|
|
|
|
|
Basic and diluted net asset value: |
|
|
|
|
|
Basic and diluted net asset value |
|
|
|
|
|
per ordinary share |
10 |
117.02p |
113.03p |
113.90p |
|
The financial information for the six months ended 31 March 2014 and the six months ended 31 March 2013 has not been audited.
Unaudited Reconciliation of Movements in Shareholders' Funds
for the six months ended 31 March 2013
|
|
Six months ended |
Six months ended |
Year ended |
|
|
31 March 2014 |
31 March 2013 |
30 September 2013 |
|
|
(unaudited) |
(unaudited) |
(audited) |
|
|
£ |
£ |
£ |
|
Notes |
|
|
|
Opening Shareholders' funds |
|
60,468,872 |
50,551,985 |
50,551,985 |
Share capital bought back in the period |
9 |
(228,381) |
(495,903) |
(9,898,671) |
Share capital subscribed in the period |
9 |
5,688,719 |
4,911,846 |
17,647,874 |
Expenses incurred in respect of the Enhanced Buyback Facility |
|
- |
(68,771) |
- |
Profit for the period |
|
4,083,113 |
4,645,161 |
8,209,391 |
Dividends paid in period |
6 |
(2,226,376) |
(2,862,310) |
(6,041,707) |
|
|
|
|
|
Closing Shareholders' funds |
|
67,785,947 |
56,682,008 |
60,468,872 |
|
|
|
|
|
Unaudited Cash Flow Statement
for the six months ended 31 March 2014
|
|
Six months ended |
Six months ended |
Year ended |
|||
|
|
31 March 2014 |
31 March 2013 |
30 September 2013 |
|||
|
|
(unaudited) |
(unaudited) |
(audited) |
|||
|
|
£ |
£ |
£ |
|||
|
Notes |
|
|
|
|||
Operating activities |
|
|
|
|
|||
Investment income received |
|
1,567,329 |
1,467,634 |
2,747,369 |
|||
Investment Adviser's fees paid |
|
(730,706) |
(627,190) |
(1,287,112) |
|||
Investment Advisers' performance fees paid |
|
(59,672) |
(3,050,234) |
(3,050,234) |
|||
Other income |
|
- |
- |
469 |
|||
Other cash payments |
|
(291,392) |
(113,612) |
(310,007) |
|||
Net cash inflow/ (outflow) from operating activities |
485,559 |
(2,323,402) |
(1,899,515) |
||||
|
|
|
|
|
|||
Investing activities |
|
|
|
|
|||
Acquisitions of investments |
7 |
(7,141,220) |
(1,413,802) |
(2,788,442) |
|||
Disposals of investments |
7 |
3,865,570 |
4,761,617 |
6,559,171 |
|||
Net cash (outflow)/ inflow from investing activities |
|
(3,275,650) |
3,347,815 |
3,770,729 |
|||
|
|
|
|
|
|||
Dividends |
|
|
|
|
|||
Equity dividends paid |
6 |
(2,218,578) |
(2,862,310) |
(6,049,507) |
|||
|
|
|
|
|
|||
Cash outflow before management of liquid resources and financing |
|
(5,008,669) |
(1,837,897) |
(4,178,293) |
|||
|
|
|
|
|
|||
Management of liquid resources |
|
|
|
|
|||
Increase in current investments |
|
2,962,396 |
(263,974) |
(5,275,761) |
|||
|
|
|
|
|
|||
Financing |
|
|
|
|
|||
Shares issued as part of Linked Offer for Subscription and Dividend Investment Scheme |
3,488,399 |
2,165,648 |
8,802,776 |
||||
Shares issued as part of Enhanced Buyback Facility |
- |
- |
250,000 |
||||
Shares bought back as part of Enhanced Buyback Facility |
|
|
|
||||
(including expenses) |
- |
- |
(394,360) |
||||
Purchase of own shares |
|
(228,381) |
(445,550) |
(970,797) |
|||
Cash inflow from financing |
|
3,260,018 |
1,720,098 |
7,687,619 |
|||
|
|
|
|
|
|||
Increase/(decrease) in cash for the period |
1,213,745 |
(381,773) |
(1,766,435) |
||||
Reconciliation of profit on ordinary activities before taxation to net cash inflow/(outflow) from operating activities for the six months ended 31 March 2014
|
Six months ended |
Six months ended |
Year ended |
|
31 March 2014 |
31 March 2013 |
30 September 2013 |
|
£ |
£ |
£ |
Profit on ordinary activities before taxation |
4,083,113 |
4,645,161 |
8,209,391 |
Net unrealised gains on investments |
(3,376,292) |
(3,009,086) |
(5,900,080) |
Net gains on realisations of investments |
(552,484) |
(1,037,994) |
(1,093,304) |
Increase in debtors |
(34,549) |
(41,595) |
(241,315) |
(Decrease)/increase in creditors |
365,771 |
(2,879,888) |
(2,874,207) |
|
|
|
|
Net cash inflow/(outflow) from operating activities |
485,559 |
(2,323,402) |
(1,899,515) |
|
|
|
|
Notes to the Unaudited Financial Statements
1. |
Principal accounting policies |
|
||
|
|
|
||
|
The following accounting policies have been applied consistently throughout the period. Full details of principal accounting policies will be disclosed in the Annual Report. |
|
||
|
|
|
||
|
a) Basis of accounting |
|
||
|
The unaudited results cover the six months to 31 March 2014 and have been prepared under UK Generally Accepted Accounting Practice (UK GAAP), consistent with the accounting policies set out in the statutory accounts for the year ended 30 September 2013 and the 2009 Statement of Recommended Practice, 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' ("the SORP") issued by the Association of Investment Companies. The financial statements are prepared under the historical cost convention except for the revaluation of certain investments. |
|
||
|
|
|
||
|
The Half-Year Report has not been audited, nor has it been reviewed by the auditor pursuant to the Financial Reporting Council's (FRC's) guidance on Review of Interim Financial Information. |
|
||
|
|
|
||
|
b) Presentation of the Income Statement |
|
||
|
In order to better reflect the activities of a VCT and in accordance with the SORP, supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement. The revenue column of profit attributable to equity Shareholders is the measure the Directors believe appropriate in assessing the Company's compliance with certain requirements set out in Section 274 Income Tax Act 2007. |
|
||
|
|
|
||
|
c) Investments |
|
||
|
Investments are accounted for on a trade date basis. |
|
||
|
|
|
||
|
All investments held by the Company are classified as "fair value through profit and loss", and valued in accordance with the International Private Equity and Venture Capital Valuation ("IPEVCV") guidelines, as updated in September 2009. This classification is followed as the Company's business is to invest in financial assets with a view to profiting from their total return in the form of capital growth and income. |
|
||
|
|
|
||
|
For investments actively traded in organised financial markets, fair value is generally determined by reference to Stock Exchange market quoted bid prices at the close of business on the balance sheet date. Purchases and sales of quoted investments are recognised on the trade date where a contract of sale exists whose terms require delivery within a time frame determined by the relevant market. Purchases and sales of unlisted investments are recognised when the contract for acquisition or sale becomes unconditional. |
|
||
|
|
|
||
|
Unquoted investments are stated at fair value by the Directors in accordance with the following rules, which are consistent with the IPEVCV guidelines: |
|
||
|
|
|
||
|
All investments are held at the price of a recent investment for an appropriate period where there is considered to have been no change in fair value. Where such a basis is no longer considered appropriate, the following factors will be considered: |
|
||
|
|
|
||
|
(i) Where a value is indicated by a material arms-length transaction by an independent third party in the shares of a company, this value will be used.
|
|
||
|
(ii) In the absence of i), and depending upon both the subsequent trading performance and investment structure of an investee company, the valuation basis will usually move to either:- |
|
||
|
|
|
||
|
a) an earnings multiple basis. The shares may be valued by applying a suitable price-earnings ratio to that company's historic, current or forecast post-tax earnings before interest and amortisation (the ratio used being based on a comparable sector but the resulting value being adjusted to reflect points of difference identified by the Investment Manager compared to the sector including, inter alia, a lack of marketability). |
|
||
|
|
|
||
|
or:- |
|
||
|
|
|
||
|
b) where a company's underperformance against plan indicates a diminution in the value of the investment, provision against cost is made, as appropriate. Where the value of an investment has fallen permanently below cost, the loss is treated as a permanent impairment and as a realised loss, even though the investment is still held. The Board assesses the portfolio for such investments and, after agreement with the Investment Adviser, will agree the values that represent the extent to which an investment has become realised. This is based upon an assessment of objective evidence of that investment's future prospects, to determine whether there is potential for the investment to recover in value. |
|
||
|
|
|
||
|
(iii) Premiums on loan stock investments are accrued at fair value when the Company receives the right to the premium and when considered recoverable. |
|
||
|
|
|
||
|
(vi) Where an earnings multiple or cost less impairment basis is not appropriate and overriding factors apply, discounted cash flow or net asset valuation bases may be applied. |
|
||
|
|
|
|
|
|
d) Capital gains and losses |
|
|
|
|
Capital gains and losses on investments, whether realised or unrealised, are dealt with in the profit and loss and revaluation reserves and movements in the period are shown in the Income Statement. |
|
||
2. |
Income |
|
|
|
|
|
Six months ended |
Six months ended |
Year ended |
|
|
31 March 2014 |
31 March 2013 |
30 September 2013 |
|
|
(unaudited) |
(unaudited) |
(audited) |
|
|
Total |
Total |
Total |
|
|
£ |
£ |
£ |
|
Income |
|
|
|
|
- from equities - revenue |
368,765 |
147,002 |
813,927 |
|
- from equities - capital |
- |
533,750 |
- |
|
- from OEIC funds |
23,473 |
25,199 |
48,954 |
|
- from loan stock |
1,052,637 |
720,993 |
1,929,482 |
|
- from bank deposits |
86,076 |
94,871 |
229,306 |
|
- from interest on preference shares |
12,668 |
- |
- |
|
- from other income |
- |
- |
469 |
|
Total Income |
1,543,619 |
1,521,815 |
3,022,138 |
3. |
Investment Adviser's fees and performance fees |
||||||
|
|
|
|
|
|||
|
|
Six months ended 31 March 2014 |
Six months ended 31 March 2013 |
Year ended |
|||
30 September 2013 |
|||||||
|
|
(unaudited) |
(unaudited) |
(audited) |
|||
|
|
|
Total |
|
Total |
|
Total |
|
|
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£ |
|
£ |
|
£ |
|
Allocated to revenue return: |
|
|
|
|
|
|
|
Investment Adviser's fee |
|
169,926 |
|
156,797 |
|
321,777 |
|
|
|
|
|
|
|
|
|
Allocated to capital return: |
|
|
|
|
|
|
|
Investment Adviser's fee |
|
509,779 |
|
470,393 |
|
965,335 |
|
|
|
|
|
|
|
|
|
Investment Advisers' performance fees |
515,860 |
|
106,778 |
|
106,778 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
1,195,565 |
|
733,968 |
|
1,393,890 |
|
|
|
|
|
|
|
|
|
Investment Adviser's fee |
|
679,705 |
|
627,190 |
|
1,287,112 |
|
Investment Advisers' performance fees |
515,860 |
|
106,778 |
|
106,778 |
|
|
|
|
|
|
|
|
|
|
Total |
|
1,195,565 |
|
733,968 |
|
1,393,890 |
The Directors have charged 75% of the fees payable under the investment adviser's agreement, and 100% of the amounts payable under the Incentive Agreement, to the capital reserve. The Directors believe it is appropriate to charge the incentive fee wholly against the capital return, as any fee payable depends on capital performance, as explained below.
Under a Deed of Termination and Variation relating to Performance Incentive Agreements dated 29 March 2010, the Investment Adviser's Incentive Agreement for the former 'O' Share Fund has been continued while the Incentive Agreement relating to the former fund of ordinary shares raised in 2007/08 ("the 'S' Share Fund") has been terminated. Under the terms of the pre-merger 'O' Share Fund Incentive Agreement, each of the ongoing Investment Adviser, Mobeus Equity Partners LLP and a former Investment Adviser, Foresight Group LLP ("Foresight") are entitled to a performance fee equal to 20% of the excess of the value of any realisation of an investment made after 30 June 2007, over the value of that investment in an Investment Adviser's portfolio at that date ("the Embedded Value"), which value is itself uplifted at the rate of 6% per annum subject to a High Watermark test.
However, two amendments were made to this agreement for Mobeus, the ongoing Investment Adviser. Firstly, the High Watermark was increased by £811,430, being the 'S' Share Fund's shortfall in total net assets from net asset value of £1 per 'S' Share, at 31 December 2009. Secondly, only 70% of any new investment made by Mobeus after the Merger will be added to the calculation of the Embedded Value, the value of the Investment Adviser's portfolio and the value of any realisations, for the purposes of assessing any excess.
Under the above agreements, each of the ongoing Investment Adviser, Mobeus and a former Investment Adviser, Foresight have been paid an aggregate performance incentive fee of £59,672 on the ex-Foresight portfolio in respect of the year ended 30 September 2013, with £67,733 having been accrued at that date. On the Mobeus portfolio only, £491,811 was accrued at 30 September 2012 and remains payable at 31 March 2014.
For the year ended 30 September 2014, performance incentive fees of £490,561 have been accrued in respect of the ex-Foresight portfolio, to be shared between Mobeus and the ex-Adviser, Foresight. On the Mobeus portfolio, £33,358 has been accrued for the period to 31 March 2014.
Under the terms of a Linked Offer for Subscription launched on 28 November 2013, Mobeus will be entitled to fees of 3.25% of the investment amount received from investors. The sum earned to 31 March 2014 is £990,753, across all four VCTs involved in the Offer, out of which all costs of the Offer are being met. Based upon a fully subscribed Offer of £34 million, the fee would be £1,105,000, out of which again, all costs of the Offer will be met.
4. Taxation
There is no tax charge for the period as the Company has incurred tax losses, as its expenses exceed its income.
5. Basic and diluted earnings and return per share
|
|
Six months |
Six months |
Year |
ended |
ended |
ended |
||
31 March 2014 |
31 March 2013 |
30 September 2013 |
||
|
|
£ |
£ |
£ |
i) |
Total earnings after taxation: |
4,083,113 |
4,645,161 |
8,209,391 |
|
Basic earnings per share |
7.57 p |
9.92p |
16.43p |
|
|
|
|
|
ii) |
Net revenue from ordinary activities |
|
|
|
|
after taxation |
1,005,566 |
526,881 |
1,486,480 |
|
Basic revenue return per share |
1.87p |
1.12p |
2.98p |
|
|
|
|
|
|
Net unrealised capital gains |
3,376,292 |
3,009,086 |
5,900,080 |
|
Net realised capital gains |
552,484 |
1,037,994 |
1,093,304 |
|
Capital dividend |
- |
533,750 |
533,750 |
|
Capital expenses (net of taxation) |
(335,369) |
(355,772) |
(697,445) |
|
Investment Advisers' performance fees |
(515,860) |
(106,778) |
(106,778) |
|
|
|
|
|
|
Total capital return |
3,077,547 |
4,118,280 |
6,722,911 |
iii) |
Basic capital return per share |
5.70p |
8.80p |
13.45p |
|
|
|
|
|
iv) |
Weighted average number of shares |
|
|
|
|
in issue in the period |
53,909,991 |
46,836,111 |
49,959,629 |
Other than the performance related incentive, there are no instruments in place that will increase the number of shares in issue in future. If shares are issued, no dilution of earnings per share will occur, as the estimated incentive fee payable has been charged in these accounts.
6. Dividends
|
Six months |
Six months |
Year |
ended |
Ended |
ended |
|
31 March 2014 |
31 March 2013 |
30 September 2013 |
|
|
£ |
£ |
£ |
|
|
|
|
Ordinary shares |
|
|
|
Interim paid of nil (2013 : 3p capital and 3p income) pence per share |
- |
2,862,310 |
2,862,310 |
|
|
|
|
Interim paid of nil (2013 : 5p capital and 1p income) pence per share |
- |
- |
3,197,397 |
|
|
|
|
Final paid of 2.75 capital and 1.25 income (2013 : nil) pence per share |
2,226,376 |
- |
- |
|
|
|
|
|
2,226,376* |
2,862,310* |
6,059,707* |
* Of this amount £277,780 (31 March 2013: £333,740; 30 September 2013: £710,241) of new shares were issued as part of the Company's Dividend Investment Scheme.
The figure in the Cash Flow Statement of £2,218,578 differs by £7,798 from that shown above, being a recovery of dividends paid on shares bought back.
7. Summary of movement on investments during the period
|
Traded on |
Unquoted |
Preference |
Qualifying |
Total |
|
AiM |
ordinary |
shares |
loans |
|
|
|
shares |
|
|
|
|
£ |
£ |
£ |
£ |
£ |
Valuation at 1 October 2013 |
1,979,124 |
11,416,576 |
34,963 |
20,589,574 |
34,020,237 |
|
|
|
|
|
|
Purchases at cost |
30 |
1,665,628 |
- |
5,473,279 |
7,138,937 |
Sales - proceeds |
(2,042) |
(3,093,931) |
- |
(770,019) |
(3,865,992) |
- realised gains |
2,042 |
529,860 |
- |
21,004 |
552,906 |
Reclassification at valuation |
- |
(133,100) |
1,838 |
131,262 |
- |
Unrealised gains/(losses) |
261,658 |
2,713,903 |
(175) |
900,906 |
3,876,292 |
|
|
|
|
|
|
Valuation at 31 March 2014 |
2,240,812 |
13,098,936 |
36,626 |
26,346,006 |
41,722,380 |
|
|
|
|
|
|
Book cost at 31 March 2014 |
1,333,907 |
11,728,243 |
52,156 |
24,671,209 |
37,785,515 |
|
|
|
|
|
|
Unrealised (losses)/gains at 31 March 2014 |
906,905 |
6,615,847 |
(15,530) |
1,674,797 |
9,182,019 |
|
|
|
|
|
|
Permanent impairment of valuation of investments |
- |
(5,245,154) |
- |
- |
(5,245,154) |
|
|
|
|
|
|
Valuation at 31 March 2014 |
2,240,812 |
13,098,936 |
36,626 |
26,346,006 |
41,722,380 |
|
|
|
|
|
|
Gains on investments |
|
|
|
|
|
Realised (losses)/ gains based on historical cost |
(2,958) |
2,528,775 |
- |
191,091 |
2,716,908 |
|
|
|
|
|
|
Less amounts recognised as unrealised (gains)/losses in previous years |
5,000 |
(1,998,915) |
- |
(170,087) |
(2,164,002) |
|
|
|
|
|
|
Realised gains based on carrying value at 31 March 2014 |
2,042 |
529,860 |
- |
21,004 |
552,906 |
|
|
|
|
|
|
Net movement in unrealised gains/(losses) in the period |
261,658 |
2,713,903 |
(175) |
900,906 |
3,876,292 |
|
|
|
|
|
|
Gains/(losses) on investments for the period ended 31 March 2014 |
263,700 |
3,243,763 |
(175) |
921,910 |
4,429,198 |
Transaction costs of £422 were incurred in the period and are treated as realised gains on investments in the Income Statement. Deducting these from realised gains above gives £552,484 of gains as shown in the Income Statement.
Proceeds above of £3,865,992 differ from the Cash Flow Statement figure of £3,865,570 by transaction costs of £422. Purchases of investments above of £7,138,937 differ from the Cash Flow Statement figure of £7,141,220 by £2,283 relating to investments not completed by the period-end
Unrealised gains above of £3,876,292 differ from that shown in the Income Statement of £3,376,292. This is due to the estimated fair value of contingent consideration, recognised in the Balance Sheet at 30 September 2013 of £889,000. Of this sum £492,479 was received in the period (of which £500,000 had been accrued) and so has now been recognised as a realised gain. The remaining deferred consideration of £389,000 also explains part of the total difference of £932,503 between unrealised gains as at 31 March 2014 above of £9,182,019 and that shown in note 9 of £10,114,522. The remaining £543,503 relates to the current balance of proceeds received as part of the secondary buyout of DiGiCo Europe Limited in December 2011 in the form of loan stock that is still being held at 31 March 2014.
8. |
Current asset investments
|
|
||
|
|
|
|
|
|
|
31 March 2014 |
31 March 2013 |
30 September 2013 |
|
|
£ |
£ |
£ |
|
Monies held pending investment |
19,836,805 |
17,787,414 |
22,799,201 |
Current asset investments comprise investments of £12,793,416 (31 March 2013: £12,787,414; 30 September 2013: £12,790,694) in five OEIC money market funds (four Dublin based and one London based) subject to immediate access, and £7,043,389 (31 March 2013: £5,000,000; 30 September 2013: £10,008,507) in four (31 March 2013: 2, 30 September 2013: 6) bank deposits, repayable within one year. These sums are regarded as monies held pending investment.
9. Capital and reserves for the six months ended 31 March 2014
|
Called up share capital |
Share premium account |
Capital redemption reserve |
Revaluation reserve |
Special reserve |
Profit and loss account |
Total |
|
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
|
At 1 October 2013 |
530,882 |
15,634,572 |
287,932 |
8,902,232 |
13,193,594 |
21,919,660 |
60,468,872 |
|
|
|
|
|
|
|
|
|
|
Shares bought back |
(2,260) |
- |
2,260 |
- |
(228,381) |
- |
(228,381) |
|
|
|
|
|
|
|
|
|
|
Shares issued (note a) |
47,872 |
5,363,066 |
- |
- |
- |
- |
5,410,938 |
|
|
|
|
|
|
|
|
|
|
Dividends re-invested into new shares issued |
2,787 |
274,994 |
- |
- |
- |
- |
277,781 |
|
|
|
|
|
|
|
|
|
|
Dividends paid |
- |
- |
- |
- |
- |
(2,226,376) |
(2,226,376) |
|
|
|
|
|
|
|
|
|
|
Loss transferred between reserves |
- |
- |
- |
- |
(854,187) |
854,187 |
- |
|
|
|
|
|
|
|
|
|
|
Other expenses net of taxation |
- |
- |
- |
- |
- |
(851,229) |
(851,229) |
|
|
|
|
|
|
|
|
|
|
Net unrealised gains on investments |
- |
- |
- |
3,376,292 |
- |
- |
3,376,292 |
|
|
|
|
|
|
|
|
|
|
Net realised gains on investments |
- |
- |
- |
- |
- |
552,484 |
552,484 |
|
|
|
|
|
|
|
|
|
|
Cancellation of share premium account (note b) |
- |
(18,817,177) |
- |
- |
18,817,177 |
- |
- |
|
|
|
|
|
|
|
|
|
|
Realisation of previously unrealised gains |
- |
- |
- |
(2,164,002) |
- |
2,164,002 |
- |
|
|
|
|
|
|
|
|
|
|
Profit for the period |
- |
- |
- |
- |
- |
1,005,566 |
1,005,566 |
|
|
|
|
|
|
|
|
|
|
At 31 March 2014 |
579,281 |
2,455,455 |
290,192 |
10,114,522 |
30,928,203 |
23,418,294 |
67,785,947 |
|
Note a: Shares issued as part of the Linked Offer for Subscription and Dividend Investment Scheme per the Cash Flow Statement of £3,488,399 differs to that shown as shares issued above of £5,410,938 by £1,922,539. This is due to £277,781 of shares allotted under the Company's Dividend Investment Scheme shown separately above and also to £2,200,320 of net funds due to the Company arising from shares allotted on 31 March 2014, which was a debtor at the period-end.
Note b: The cancellation of £18,817,177 from the share premium account (as approved at the General Meeting held on 22 February 2013 and by the order of the Court dated 12 March 2014) has increased the Company's special distributable reserve. The purpose of this reserve is to fund market purchases of the Company's own shares, and to write off existing and future losses and for any other corporate purpose.
10. Net asset value per share
|
as at |
as at |
as at |
31 March 2014 |
31 March 2013 |
30 September 2013 |
|
Net assets |
£67,785,947 |
£56,682,008 |
£60,468,872 |
Number of shares in issue |
57,928,126 |
50,149,478 |
53,088,219 |
Net asset value per share - basic and diluted |
117.02p |
113.03p |
113.90p |
Diluted NAV per share assumes that the Investment Adviser's incentive fee is satisfied by the issue of additional shares. If shares are issued, no dilution of NAV per share will occur, as the estimated incentive fee payable is already held as a creditor in these accounts.
11. Post balance sheet events
On 3 April 2014, 661,852 ordinary shares were allotted at an average effective price of 116.17 pence per share raising net funds of £733,248. On 4 April 2014, 1,138,164 ordinary shares were allotted at an average effective price of 115.45 pence per share raising net funds of £1,260,892.
12. Statutory Information
The financial information for the six months ended 31 March 2014 and the six months ended 31 March 2013 has not been audited.
The financial information contained in this Half-Year report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The financial statements for the year ended 30 September 2013 have been filed with the Registrar of Companies. The auditor has reported on these financial statements and that report was unqualified and did not contain a statement under either section 498(2) or 498(3) of the Companies Act 2006.
13. Half-Year Report
Copies of this statement are being sent to all shareholders. Further copies are available free of charge from the Company's registered office, 30 Haymarket, London SW1Y 4EX, or can be downloaded via the Company's website at www.incomeandgrowthvct.co.uk.