Final Results
Elderstreet VCT plc
Final Results for the year ended 31 December 2007
FINANCIAL HIGHLIGHTS 2007 2006
pence pence
Ordinary Shares
Net asset value (per share) 81.9 76.1
Cumulative paid dividends from launch to 31 December 36.5 31.5
2007 (per share)
Total return (net asset value plus cumulative dividends 118.4 107.6
paid per share)
Final proposed distribution (per share) to be paid on 6 3.5 3.5
June 2008
2007 2006
pence pence
'C' Shares
Net asset value (per share) 90.4 98.6
Cumulative paid dividends from launch to 31 December 4.5 1.0
2007 (per share)
Total return (net asset value plus cumulative 94.9 99.6
dividends paid per share)
Final proposed dividend (per share) to be paid on 6 1.5 3.5
June 2008
CHAIRMAN'S STATEMENT
The statement to shareholders by the Chairman, David Brock, includes
the following comments:
Introduction
I am pleased to present the Annual Report for Elderstreet VCT plc for
the year ended 31 December 2007, a year which has been both busy and
successful for your Company.
Merger
The merger with Elderstreet Millennium Venture Capital Trust plc
("EMVCT") was completed in April 2007, when the Company compulsorily
acquired the remaining shares from EMVCT Shareholders who had not
previously accepted the offer.
Following the merger, the investment portfolios have been
successfully integrated and the Company has started to benefit from
the expected savings in running costs.
Directorate
There were two changes to the members of the Board during the year.
As previously reported, following the completion of the merger, Hugh
Aldous, a director of EMVCT, joined the Board as a non-executive
director.
On 16 October 2007, Luke Johnson decided to resign from the Board as
a result of the demands of his other business commitments. The Board
would like to thank Luke for his insightful and valuable contribution
since the Company's launch in 1998 and wish him well in his many
other ventures.
Net Asset Value
At 31 December 2007, the Company's Net Asset Value per Ordinary Share
("Ordinary NAV") stood at 81.9p, an increase of 10.8p or 14.2% since
31 December 2006 (after adjusting for the dividends of 5p per share
paid during the year). The Total Return to original Ordinary
Shareholders (Ordinary NAV plus dividends paid to date) now stands at
118.4p compared to the original cost net of income tax relief of 80p
per share. The Total Return to Shareholders who invested in the
Ordinary Share top up offer in March/April 2005 is 88.9p per share
against the original cost, net of income tax relief, of 41.3p per
share.
The Net Asset Value of the Company's 'C' shares ("C Share NAV") at 31
December 2007 stood at 90.4p, a decrease of 4.7p or 4.9% since 31
December 2006 (after adjusting for the dividends paid during the
year). The Total Return to original 'C' Shareholders (C Share NAV
plus dividends paid to date) stands at 94.9p compared to the original
net of income tax relief cost of 60p per share.
Venture Capital Investments
There were two major events from the Ordinary Share portfolio during
the year. The sale of the holding in Computer Software Group plc
produced proceeds of £3,000,000 for an investment with an original
cost of £733,483.
The second major event was Snacktime plc, which floated on AIM in
December 2007. The VCT (along with EMVCT) made an early stage
investment in Snacktime in 2003 and supported the company through
several subsequent fundraisings. At the year end, the investment was
valued at £2.4 million against a total original cost of £1.5 million.
There were several other notable good performances over the year,
with strong trading results by Baldwin and Francis (Holdings)
Limited, Wessex Advanced Switching Products Limited and U M
(Holdings) Limited accounting for unrealised gains of £600,000,
£513,000 and £269,000 respectively.
Overall the Ordinary Share venture capital portfolio produced net
realised gains of £541,000 and net unrealised gains of £1.3 million
for the year.
With a significantly less mature portfolio, the C Share pool did not
perform so strongly over the year. In particular, the AIM-quoted
investments performed poorly in the turbulent markets in the latter
part of the year. Overall, the C Share portfolio produced an
unrealised loss of £91,000 over the year.
Fixed interest investments
The Company continues to hold a small portfolio of fixed interest
investments which are managed by Smith & Williamson Investment
Management Limited. During the year this portfolio produced
unrealised gains for the Ordinary Share pool of £27,000 and
unrealised gains for the C Share pool of £11,000.
Results and Dividends
The total return on ordinary activities for the year was as follows:
Revenue Capital Total
£'000 £'000 £'000
Ordinary Shares 278 2,815 3,093
'C' Shares 28 (100) (72)
306 2,715 3,021
Your Board is proposing to pay the following final dividends for the
year:
Ordinary Shares 3.5p per share
'C' Shares 1.5p per share
Subject to shareholder approval at the forthcoming Annual General
Meeting ("AGM"), both dividends will be paid on 6 June 2008 to
Shareholders on the registers at 9 May 2008.
Repurchase of Shares
The Directors are conscious that the market in the Company's shares
tends to be illiquid because of the fact that investors purchasing
"second-hand" shares do not benefit from income tax relief on their
investment.
The Directors continue to monitor the market in the Company's shares
and intend to continue to make market purchases of its own shares at
a 10% discount to the latest published NAV when appropriate. During
the year the Company repurchased 904,097 Ordinary Shares for
cancellation at an average price of 73.1p per share. No 'C' Shares
were purchased during the year.
A Special Resolution to continue with this policy is proposed for the
forthcoming AGM and therefore the Board recommends Shareholders vote
for resolution 7.
Ordinary Share issue
On 6 February 2008, the Company announced an Offer for Subscription
to raise up to £10 million in Ordinary Shares in the Company. No
shares had yet been issued under the Offer for Subscription as at the
date of this report.
Annual General Meeting
The next AGM of the Company will be held at 32 Bedford Row, London
WC1R 4HE at 11:00 am on 4 June 2008.
One item of Special Business is proposed to authorise the Company to
make market purchases of its shares.
Outlook
Investing in young and small businesses, often leads to a situation
where poorer investments are exposed early and the better investments
take several years to produce results. The Company's Ordinary Share
portfolio now has a number of investments which have matured well and
their performance has driven the uplift in NAV from which
Shareholders have benefited this year. Although we may now be
entering a more difficult economic climate, the number of
well-developed businesses within the Ordinary share portfolio should
provide some resilience. Indeed, since the year end, the Company has
realised its investment in U Mole (Holdings) Limited producing
proceeds of approximately £500,000 over the carrying value at the
year end (equivalent to 2.5p per Ordinary Share).
As set out in the 'C' Share prospectus, on or before 30 September
2008, it is the Board's intention to have returned at least 30p per
share to C Shareholders. The Board expect to do this by means of a
special dividend to C Shareholders in the second half of the current
year. Following the payment of the special dividend, the Directors
will consider plans to convert the 'C' Shares into Ordinary Shares to
create one larger pool and provide a little more flexibility in
investing activities. I shall update Shareholders on these plans in
my statement with the Half-Yearly Financial Report to 30 June 2008.
PORTFOLIO OF INVESTMENTS
The following investments were held at 31 December 2007. All
companies are registered in England and Wales, with the exception of
Component Source Inc, which is registered the United States of
America:
Valuation % of
movement in portfolio
Cost Valuation year by value
ORDINARY SHARE POOL £'000 £'000 £'000 %
Top ten venture
capital investments
(by value)
Snacktime plc * 1,500 2,428 928 14.8%
Wessex Advanced 56 1,796 513 10.9%
Switching Products
Limited
Baldwin & Francis 690 1,320 600 8.0%
(Holdings) Limited
Oldbury Aluminium 1,275 1,275 - 7.6%
Alloys Group Limited
UM (Holdings) Limited 54 915 269 5.5%
Lyalvale Express 915 915 - 5.5%
Limited
Smart Education 913 542 (93) 3.3%
Limited
Fords Packaging 83 542 (125) 3.3%
Systems Limited
Wecomm Limited 500 500 - 3.1%
Interquest Group plc * 251 387 - 2.4%
6,237 10,620 2,092 64.4%
Other venture capital
investments
The Engine Group 250 375 126 2.3%
Limited
Halifax Industrial 332 320 (11) 2.0%
Limited
Mears Group plc 264 260 4 1.6%
(formerly Careforce)*
AngloINFO Limited 245 245 - 1.5%
Mediasurface plc * 708 213 (626) 1.3%
Berkeley Scott Group 657 196 (35) 1.2%
plc *
Sift Limited 250 188 - 1.1%
The QSS Group Limited 269 170 (98) 1.0%
The National 900 150 (125) 0.9%
Solicitors Network
Limited
Servoca plc * 90 144 54 0.9%
Rosebowl plc 187 125 - 0.8%
Expansys plc * 202 106 44 0.7%
Melorio plc * 100 105 5 0.7%
NorthWest Transport 101 100 - 0.6%
Supplies Limited
Veterinary Practise 100 100 - 0.6%
Initiatives Limited
Infoserve plc * 90 34 (56) 0.2%
Cashfac Initiative 260 33 - 0.2%
Limited
SparesFinder Limited 103 12 - 0.1%
Lanchon Holdings 5 5 - -
Limited
Business Meetings ASP 12 - - -
Limited
Component Source Inc 250 - - -
Shopcreator Limited 375 - - -
5,750 2,881 (718) 17.7%
Total venture capital 11,987 13,501 1,374 82.1%
investments
Listed fixed income
securities
Treasury 5% 2008 1,469 1,470 6 8.9%
Treasury 4% 2009 970 987 21 6.0%
Nucleus Cash Trust 146 146 - 0.9%
2,585 2,603 27 15.8%
Total investments 14,572 16,104 1,401 97.9%
before cash at bank
and in hand
Cash at bank and in 354 2.1%
hand
Total investments 16,458 100.0%
Valuation % of
movement in portfolio
Cost Valuation year by value
'C' SHARE POOL £'000 £'000 £'000 %
Top ten venture capital
investments (by value)
Interquest Group plc * 100 155 - 11.2%
Snacktime plc * 125 115 (10) 8.3%
Melorio plc * 100 105 5 7.6%
Oldbury Aluminium 100 100 - 7.2%
Alloys Group Limited
Wecomm Limited 100 100 - 7.2%
Servoca plc * 60 96 36 6.9%
AngloINFO Limited 78 78 - 5.7%
Smart Education Limited 139 61 (9) 4.3%
Media Surface plc * 80 26 (76) 1.9%
Infoserve plc * 60 23 (37) 1.7%
942 859 (91) 62.0%
Other venture capital
investments
Lanchon Holdings 2 2 - 0.1%
Limited
Total venture capital 944 861 (91) 62.1%
investments
Listed fixed income
securities
Treasury 4% 2009 486 497 11 35.9%
Total investments 1,430 1,358 (80) 98.0%
before cash at bank and
in hand
Cash at bank and in 27 2.0%
hand
Total investments 1,385 100.0%
All venture capital investments are unquoted unless otherwise stated
* Quoted on AIM
INCOME STATEMENT
for the year ended 31 December 2007
Company position
Year ended 31 December Year ended 31 December
2007 2006
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Income - Continuing 455 - 455 373 - 373
operations
- 199 199
Acquisitions
Gains on
investments
- Continuing - 1,330 1,330 - 2,015 2,015
operations
- Acquisitions - 1,582 1,582
654 2,912 3,566 373 2,015 2,388
Investment (85) (254) (339) (48) (143) (191)
management fees
Other expenses (206) - (206) (186) - (186)
Return on ordinary
activities before 363 2,658 3,021 139 1,872 2,011
tax
Tax on ordinary (57) 57 - (4) 4 -
activities
Return attributable
to equity 306 2,715 3,021 135 1,876 2,011
shareholders
Return per Ordinary 1.4p 14.3p 15.7p 0.7p 12.1p 12.8p
share
Return per 'C' 1.8p (6.5p) (4.7p) 1.7p 3.8p 5.5p
share
Split as:
Ordinary shares
Year ended 31 December Year ended 31 December
2007 2006
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Income - Continuing 392 - 392 311 - 311
operations
- 199 - 199
Acquisitions
Gains on
investments
- Continuing - 1,410 1,410 - 1,942 1,942
operations
- Acquisitions 1,582 1,582 - - -
591 2,992 3,583 311 1,942 2,253
Investment (76) (229) (305) (42) (124) (166)
management fees
Other expenses (185) - (185) (160) - (160)
Return on ordinary
activities before 330 2,763 3,093 109 1,818 1,927
tax
Tax on ordinary (52) 52 - - - -
activities
Return
attributable to 278 2,815 3,093 109 1,818 1,927
equity
shareholders
'C' Ordinary shares
Year ended 31 December Year ended 31 December
2007 2006
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Income 63 - 63 62 - 62
(Losses)/gains - (80) (80) - 73 73
on investments
63 (80) (17) 62 73 135
Investment (9) (25) (34) (6) (19) (25)
management
fees
Other expenses (21) - (21) (26) - (26)
Return on
ordinary 33 (105) (72) 30 54 84
activities
before tax
Tax on (5) 5 - (4) 4 -
ordinary
activities
(Loss)/return
attributable 28 (100) (72) 26 58 84
to equity
shareholders
A Statement of Total Recognised Gains and Losses relating to each
class of share has not been prepared as all gains and losses are
recognised in the relevant Income Statements.
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
for the year ended 31 December 2007
Year ended Year ended
31 December 2007 31
December
2006
Ordinary 'C' Ordinary 'C'
shares shares Total shares shares Total
£'000 £'000 £'000 £'000 £'000 £'000
Opening 11,401 1,521 12,922 9,180 1,452 10,632
shareholders'
funds
Issue of 3,782 - 3,782 966 - 966
shares
Share issue - - - (53) - (53)
costs
Purchase of (665) - (665) (310) - (310)
own shares
Total 3,093 (72) 3,021 1,927 84 2,011
recognised
gains for the
year
Dividends (1,038) (54) (1,092) (309) (15) (324)
Closing 16,573 1,395 17,968 11,401 1,521 12,922
shareholders'
funds
BALANCE SHEET
at 31 December 2007
Year ended Year ended
31 December 2007 31 December 2006
Ordinary 'C' Ordinary 'C'
shares shares Total shares shares Total
£'000 £'000 £'000 £'000 £'000 £'000
Fixed assets
Investments 16,104 1,358 17,462 9,984 470 10,454
Current
assets
Investments 5,110 - 5,110 - - -
Debtors 154 14 168 307 98 405
Cash at bank 354 27 381 1,256 958 2,214
and in hand
5,618 41 5,659 1,563 1,056 2,619
Creditors: (5,149) (4) (5,153) (146) (5) (151)
amounts
falling due
within one
year
Net current 469 37 506 1,417 1,051 2,468
assets
Net assets 16,573 1,395 17,968 11,401 1,521 12,922
Capital and
reserves
Called up 1,011 77 1,088 749 77 826
share capital
Capital 124 - 124 79 - 79
redemption
reserve
Merger 3,475 - 3,475
reserve
Share premium 842 1,388 2,230 842 1,388 2,230
Special 4,563 - 4,563 5,967 - 5,967
reserve
Capital 2,581 (72) 2,509 1,605 8 1,613
reserve -
unrealised
Capital 3,659 (10) 3,649 1,963 10 1,973
reserve -
realised
Revenue 318 12 330 196 38 234
reserve
Equity 16,573 1,395 17,968 11,401 1,521 12,922
shareholder's
funds
Net asset 81.9p 90.4p 76.1p 98.6p
value per
share
CASH FLOW STATEMENT
for year ended 31 December 2007
Year ended Year ended
31 December 2007 31 December 2006
Ordinary 'C' Ordinary 'C'
shares Shares Total shares Shares Total
£'000 £'000 £'000 £'000 £'000 £'000
Net cash 53 (5) 48 (82) 11 (71)
(outflow)/inflow
from operating
activities
Capital expenditure
Purchase of (3,147) (967) (4,114) (660) (224) (884)
investments
Sale of investments 3,837 95 3,932 1,456 - 1,456
Net cash 690 (872) (182) 796 (224) 572
inflow/(outflow)
from capital
expenditure
Acquisitions
Purchase of (225) - (225) - - -
subsidiary
undertaking
Cash acquired from 369 - 369 - - -
subsidiary
undertaking
144 - 144 - - -
Equity dividends (1,038) (54) (1,092) (309) (15) (324)
paid
Net cash (151) (931) (1,082) 405 (228) 177
(outflow)/inflow
before financing
Financing
Proceeds from share - - - 966 - 966
issue
Share issue costs (6) - (6) (50) - (50)
Purchase of own (745) - (745) (231) - (231)
shares
Net cash (751) - (751) 685 - 685
inflow/(outflow)
from financing
(Decrease)/increase (902) (931) (1,833) 1,090 (228) 862
in cash
NOTES
1. Accounting policies
Basis of accounting
The Company has prepared its financial statements under UK Generally
Accepted Accounting Practice ("UK GAAP") and in accordance with the
Statement of Recommended Practice "Financial Statements of Investment
Trust Companies" revised December 2005 ("SORP").
The financial statements are prepared under the historical cost
convention as modified by the revaluation of certain financial
instruments and on the basis that it is not appropriate to prepare
consolidated accounts.
Presentation of Income Statement
In order to better reflect the activities of a Venture Capital Trust
and in accordance with guidance issued by the Association of
Investment Companies ("AIC"), supplementary information which
analyses the income statement between items of a revenue and capital
nature has been presented alongside the income statement. The net
revenue is the measure the Directors believe appropriate in assessing
the Company's compliance with certain requirements set out in Part 6
of the Income Tax Act 2007.
Investments
All investments are designated as "fair value through profit or loss"
assets and are initially measured at cost, equivalent to their fair
value. Thereafter the investments are measured at subsequent
reporting dates at fair value.
Listed fixed income investments and investments quoted on AIM are
measured using bid prices in accordance with the International
Private Equity and Valuation Guidelines.
In respect of unquoted instruments, fair value is established by
using International Private Equity and Venture Capital Valuation
Guidelines. Where no reliable fair value can be estimated for such
unquoted equity investments they are carried at cost, subject to any
provision for impairment. Where an investee company has gone into
receivership or liquidation the investment, although not physically
disposed of, the loss is treated as being realised.
Gains and losses arising from changes in fair value are included in
the income statement for the year as a capital item and transaction
costs on acquisition or disposal of the investment expensed.
It is not the Company's policy to exercise either significant or
controlling influence over investee companies. Therefore the results
of these companies are not incorporated into the revenue account
except to the extent of any income accrued.
Income
Dividend income from investments is recognised when the shareholders'
rights to receive payment has been established, normally the ex
dividend date.
Interest income is accrued on a timely basis, by reference to the
principal outstanding and at the effective interest rate applicable
and only where there is reasonable certainty of collection.
Expenses
All expenses are accounted for on an accruals basis. In respect of
the analysis between revenue and capital items presented within the
income statement, all expenses have been presented as revenue items
except as follows:
* Expenses which are incidental to the disposal of an
investment are deducted from the disposal proceeds of the
investment.
* Expenses are split and presented partly as capital items
where a connection with the maintenance or enhancement of the value
of the investments held can be demonstrated and accordingly the
investment management fee and finance costs have been allocated 25%
to revenue and 75% to capital, in order to reflect the directors
expected long-term view of the nature of the investment returns of
the Company.
Taxation
The tax effects on different items in the Income Statement are
allocated between capital and revenue on the same basis as the
particular item to which they relate using the Company's effective
rate of tax for the accounting period.
Due to the Company's status as a Venture Capital Trust and the
continued intention to meet the conditions required to comply with
Part 6 of the Income Tax Act 2007, no provision for taxation is
required in respect of any realised or unrealised appreciation of the
Company's investments which arises.
Deferred taxation is provided in full on timing differences that
result in an obligation at the balance sheet date to pay more tax, or
a right to pay less tax, at a future date, at rates expected to apply
when they crystallise based on current tax rates and law. Timing
differences arise from the inclusion of items of income and
expenditure in taxation computations in periods different from those
in which they are included in the accounts.
Issue Costs
Issue costs in relation to the shares issued are deducted from the
respective share premium account.
2. Return per share
Ordinary Shares 'C' Shares
Revenue return per share based on:
Net revenue after taxation (£'000) 278 28
Weighted average number of ordinary 19,718,057 1,542,202
shares in issue
Capital return/(loss) per share based
on:
Net capital gain for the financial year 2,815 (100)
(£'000)
Weighted average number of ordinary 19,718,057 1,542,202
shares in issue
3 Net asset value per share
2007 2006
Shares in Net asset value Net asset value
Issue
pence pence
per per
2007 2006 share £'000 share £'000
Ordinary 20,227,504 14,981,819 81.9 16,573 76.1 11,401
shares
'C' shares 1,542,202 1,542,202 90.4 1,395 98.6 1,521
17,968 12,922
Announcement based on audited accounts
The financial information set out in the announcement does not
constitute the Company's statutory financial statements in accordance
with section 240 Companies Act 1985 for the year ended 31 December
2007. The statutory accounts for the year ended 31 December 2006 have
been delivered to the Registrar of Companies and received an
Independent Auditors report which was unqualified and did not contain
any emphasis of matter nor statements under S237(2) or (3) of the
Companies Act 1985. The statutory accounts for the year ended 31
December 2007, which were approved by the Board of Directors on 3
April 2009, will be delivered to the Registrar of Companies following
the Company's Annual General Meeting. The Independent Auditor's
Report on those financial statements was unqualified and did not
contain any emphasis of matter nor statements under s237 (2) and (3)
of the Companies Act 1985.
A copy of the full annual report and financial statements for the
year ended 31 December 2007 will be printed and posted to
shareholders. Copies will also be available to the public at the
registered office of the Company at Kings Scholars House, 230
Vauxhall Bridge Road, London SW1V 1AU and will be available for
download from www.downing.co.uk.
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