Octopus Second AIM VCT plc : Half-yearly report

Octopus Second AIM VCT plc
Half-Yearly Results

26 July 2012

Octopus Second AIM VCT plc, managed by Octopus Investments Limited, today announces the half-yearly results for the six months ended 31 May 2012.

These results were approved by the Board of Directors on 26 July 2012.

You may shortly view the half-yearly report in full by visiting www.octopusinvestments.com/investor/services.html and navigating to Octopus Second AIM. All other statutory information will also be found there.

 

About Octopus Second AIM VCT PLC
Octopus Second AIM VCT PLC (the "Company" or "Fund") is a venture capital trust ("VCT") which aims to provide shareholders with attractive tax-free dividends and long-term capital growth.

The Investment Manager is Octopus Investments Limited ("Octopus" or "Manager"). The Company was launched as Close IHT AIM VCT PLC in March 2006 and raised £25 million through an offer for subscription.

On 12 August 2010 the Company acquired the assets and liabilities of Octopus Third AIM VCT plc (formerly Octopus Second AIM VCT plc) ("the merger") and changed its name from Octopus IHT AIM VCT plc to Octopus Second AIM VCT plc. Shareholders of Octopus Third AIM VCT received 0.48356191 Ordinary shares in the Company for each Ordinary share they held prior to the merger.

On 25 April 2012 the VCT issued a top-up offer, proposing to raise up to £1.6 million by way of an issue of new shares. Full details of the offer can be found in the offers' document available on the Octopus Investments website, www.octopusinvestments.com/products/vct.html. This offer will close on 31 July 2012.

Financial Summary

	Six months to 31 May 2012	Six months to 31 May 2011	Year to 30 November 2011
Net assets (£'000s)	27,483	29,009	26,590
Net profit/(loss) after tax (£'000s)	1,045	812	(1,208)
Net asset value per share ('NAV')	63.6p	68.6p	62.4p

The tables below depict the Net Asset Value (NAV) per share and the dividends that have been paid since the launch of Octopus Second AIM VCT plc for the different share classes. The figures represent a NAV, rebased to assume investment (including initial charge) at 100p, and adjusted in accordance with the relevant conversion factors. Investment has been assumed at the first allotment of each tax year:

Dividends paid during financial year ending	Octopus Second AIM VCT Ordinary shares 2010/11	Octopus Second AIM VCT(formerly Octopus IHT AIM VCT A&B shares 2005/06	Octopus Third AIM VCT C&D shares 2005/6 (formerly Octopus Second AIM VCT)	Octopus Third AIM Ordinary shares 2000/1 shares (formerly Octopus Second AIM VCT plc)
2003	-	-	-	1.6
2004	-	-	-	-
2005	-	-	-	-
2006	-	1.4	-	1.0
2007	-	2.0	0.8	7.0
2008	-	2.0	2.2	11.0
2009	-	2.0	2.0	2.0
2010	-	2.5	5.4	2.2
2011	4.7*	3.3	3.8*	1.6*
2012	2.3*	1.6	1.9*	0.8*
Cumulative dividends paid (p)	7.0*	14.8	16.1*	27.2*
NAV as at 31 May 2012 (p)	91.5**	63.6	74.8**	30.8**
NAV plus cumulative dividends paid (p)	98.5***	78.4	90.9***	58.0***

Following the merger with Octopus Third AIM VCT plc and various share re-organisations, there is now only one share class, Ordinary shares. For Octopus Third AIM VCT Ordinary shares and 'C' & 'D' shares, the figures above represent a notionally adjusted NAV per share in accordance with the relevant conversion factors.

* Notional dividends assuming investment at100p and adjusting for conversion of various share classes into Second AIM VCT plc Ordinary shares.

** NAV assuming investment at 100p and adjusting for conversion of various share classes into Second AIM VCT plc Ordinary shares.

*** NAV plus cumulative dividends adjusting for conversion, assuming investment at 100p showing the notional return to shareholders based on their original investment share class.

Notes
·         Octopus Third AIM VCT 'D' shares converted into 'C' shares in May 2009, in accordance with a conversion factor of 1 'C' share for each 'D' share.
·         Octopus Third AIM VCT 'C' shares converted into Octopus Third AIM VCT Ordinary shares in May 2009, in accordance with a conversion factor of 2.4313 Ordinary shares for each 'C' share.
·         Octopus IHT AIM VCT 'B' shares converted into 'A' shares in May 2009, in accordance with a conversion factor of 1 'A' share for each 'B' share.
·         In August 2010, Octopus IHT AIM VCT was renamed Octopus Second AIM VCT and Octopus Second AIM VCT was renamed Octopus Third AIM VCT.
·         Octopus Third AIM Ordinary shares converted into Octopus Second AIM Ordinary shares in August 2010, in accordance with a conversion factor of 0.48356191 Octopus Second AIM Ordinary shares, for each Octopus Third AIM Ordinary share.

Chairman's Statement

Overview
The period under review started with the equity market in a more positive mood, and as a result smaller company share prices appreciated through the first quarter of 2012 as appetite for risk began to return.  Unfortunately, with the fundamental problems of the Euro remaining unresolved, this optimism soon dissipated, resulting in a sharp correction in stock market indices in May and an increased level of volatility ever since.  In the six months the Smaller Companies Index Ex Investment Trusts appreciated by 8.8%, although the AIM Index, with its heavy weighting in resource stocks, fell by 4%.

After what ended up being a busy period for investments in the year to November 2011, the latest six months has been quieter, with the feeling that potential new issuers are waiting to see how the market settles down in 2012 before committing to a market debut.  These have now started to appear, and there has also been a steady stream of fundraisings from existing companies, although your manager has only made three new qualifying investments in the year to date.  There have been a number of fundraisings from companies already in the portfolio that are no longer VCT qualifying.  Some of these such as Brady, Enteq and Breedon Aggregates have seen their issues oversubscribed, demonstrating that the AIM market remains firmly open for companies raising new capital.

Performance
Against the background of a better environment for the performance of smaller company shares, the NAV of the Fund rose in each of the first four months of 2012 and ended the period up 4.5% if the 1.6p dividend is added back.  This was achieved as a result of positive news flow from individual investee companies rather than as a result of general enthusiasm for smaller company shares, although there were signs of the latter for a brief period at the beginning of the year, giving us hope that such conditions will return in due course. 

Among the larger holdings in the Fund, Breedon Aggregates announced a maiden full year profit and a successful fundraising to enable it to make further bolt-on acquisitions.  It is also expected to be a beneficiary of the Monopolies and Mergers Commission ruling on the merger between Tarmac and Lafarge.  Advanced Computer Software Group and Idox have also produced figures ahead of expectations, despite exposure to the public sector in both cases.  Both have been growing organically and by acquisition.  Brooks Macdonald continued its steady growth, with funds under management up by 8% in the first three months of 2012. 

Some of the newer holdings invested over the previous twelve months have made good early progress. Escher Group announced its long-awaited $50 million US contract, one of the consequences of which is expected to be other large contract wins elsewhere in the world, and TLA Worldwide, the US baseball representation business, produced maiden figures in line with expectations.  Enteq Upstream announced the purchase of a Texas-based upstream oil service company together with a fundraising of £42 million which will enable it to continue on the acquisition trail.

There have, inevitably, been some holdings which have suffered setbacks in the period.  Two non-qualifying holdings, Immunodiagnostics and Hargreaves Services have both had their profits downgraded; the former because of increased competition in the Vitamin D testing market and the latter because of geological problems in one of its coal mines.  Both groups are cash generative and we view the shares at current levels as being in deep value territory.  In the qualifying portfolio Craneware has suffered delays to some large software contracts which has caused the shares to be de-rated as the market adjusts to a lower forecast growth rate.

In the period, the Company made three new qualifying investments totalling £784,000.  Two of these were investments into existing AIM companies and one was a new issue.  Corero Network Security has developed software that helps to prevent mass internet security breaches and attacks on websites.  This area is very much in the news at the moment, and the business has a relatively new management team which is setting about capitalising on years of investment into its software product by focusing on sales. It also has a less-exciting but still growing UK based business selling software to manage schools.  This has benefitted from the recent rise in the number of Academies in the UK.  The Company also invested in Judges Scientific, an existing AIM company which distributes scientific instruments with niche market positions to the laboratory market and took a holding in WANdisco, a new flotation in another software company.

As well as qualifying holdings, your Managers have used market volatility as an opportunity to add to some of the non-qualifying holdings at lower prices.  In the period, they invested £462,000 into non-qualifying holdings, principally adding to positions in Gooch and Housego and Augean.

There were a number of disposals in the six months realising £1,136,000 in total. Following a strong run up in the shares, some profit was taken in Advanced Computer Software shares. Hamworthy and Atlantic Global were disposed of as a result of takeovers, whilst Optare and Colliers were the final disposals of two unsuccessful investments which had ceased to be VCT qualifying.  

The Budget
Following the 2012 Budget, from 6 April 2012 the gross asset limit for investee companies rose from £7 million to £15 million and the number of employees increased from 50 to 250.  Both these relaxations of investment restrictions, and the increase from £2 million to £5 million in the annual investment limit, are to be welcomed. Although the changes will place some additional restraints and obligations on your Manager as to how they invest the VCT going forwards, the changes should not have a great impact on the portfolio which is already over 80% invested in qualifying companies.

Dividend
In line with the stated objective of a 5% yield outlined in the prospectus, the Board is pleased to declare an interim dividend of 1.6p per share to be paid on 30 August 2012 to those shareholders on the register on 10 August 2012.

Fundraising
The top-up Fundraising closed on 5 April with 1,815,635 shares issued, and has since been re-opened until the end of July 2012.

Outlook
Many of the companies in the portfolio have continued to make good commercial progress and we have been rewarded with some positive share price movements in the recent results season.  We do not deny the seriousness of the issues facing major economies that still have to be resolved, nor of the potential ones, such as any inflationary pressures resulting from quantitative easing.  There is a growing awareness that achieving an acceptable economic solution for Europe is at odds with the political will of the electorate and this is likely to mean that intermittent periods of market turmoil remain a feature for the foreseeable future.

However, the portfolio has little exposure to the retail sector or to the consumer directly, giving it some defensive qualities.  In addition, smaller companies of the kind in which VCTs invest can, by their nature, be more flexible in their reaction to prevailing market trends, and it is encouraging that many of the growth companies in which we are invested have managed to improve profits and to increase their dividend payments, despite the current conditions. We remain optimistic that these kinds of companies will be re-rated as the economic clouds lift, giving scope for further appreciation in the NAV.

Keith Mullins
Chairman
26 July 2012

Investment Portfolio

Investee Company	Sector	Book cost as at 31 May 2012 (£'000)	Cumulative change in fair value (£'000)	Fair value as at 31 May 2012 (£'000)	% equity held by Second AIM VCT	% equity held by all Funds managed by Octopus
Advanced Computer Software plc	Software	851	674	1,525	0.8%	2.8%
Idox plc	Software	382	1,091	1,473	1.2%	3.9%
Animalcare Group plc	Food producers	870	424	1,294	4.6%	8.1%
EKF Diagnostics plc	Media & marketing	870	381	1,251	1.8%	6.3%
Breedon Aggregates Limited	Construction	602	463	1,065	0.9%	2.2%
Escher Group Holdings plc	Software & Computer Services	753	243	996	2.4%	7.5%
Brooks MacDonald Group plc	Financial consultants	609	291	900	0.7%	2.4%
Sinclair Pharma plc	Healthcare equipment	921	(29)	892	0.9%	1.6%
Enteq Upstream plc	Oil Services	687	103	790	1.2%	3.8%
Tasty plc	Restaurants	335	423	758	2.3%	4.9%
Vianet Group plc	Support services	867	(178)	689	2.6%	4.7%
Brady plc	Software	491	175	666	1.0%	2.6%
MyCelx Technologies plc	Oil services	600	57	657	2.2%	7.6%
Netcall plc	Telecommunications	420	193	613	2.1%	5.1%
TLA Worldwide plc	Media & marketing	538	-	538	4.2%	15.7%
Plastics Capital plc	Manufacturing	485	35	520	2.6%	17.7%
Vertu Motors plc	General retailers	776	(261)	515	0.9%	7.4%
Omega Diagnostics Group plc	Healthcare equipment	553	(66)	487	4.8%	10.5%
Matchtech Group plc	Support services	442	14	456	1.0%	11.1%
Craneware plc	Software	479	(44)	435	0.6%	1.2%
Chime Communications plc	Media & marketing	541	(124)	417	0.3%	0.5%
Corero Network Security plc	Software & Computer Services	360	42	402	1.4%	4.7%
RWS Holdings plc	Translation services	249	151	400	0.2%	4.5%
GB Group plc	Support services	220	162	382	0.5%	2.2%
Access Intelligence plc	Support services	544	(190)	354	4.8%	10.2%
Hargreaves Services plc	Support services	314	20	334	0.2%	3.8%
Marwyn Management plc	Travel & leisure	670	(360)	310	1.2%	1.9%
Augean plc	Support services	291	4	295	1.0%	5.8%
Active Risk Group plc	Software	535	(245)	290	3.3%	9.8%
Gooch & Housego plc	Electronic & Electrical	326	(42)	284	0.4%	2.9%
Staffline Recruitment Group plc	Support services	225	59	284	0.5%	13.4%
Lombard Medical Technologies plc	Healthcare equipment	589	(345)	244	1.0%	1.0%
WANdisco plc	Software	226	-	226	0.6%	3.5%
Judges Scientific plc	Electronic & Electrical	198	18	216	0.8%	1.9%
Bond International Software plc	Software	303	(97)	206	1.1%	3.4%
SQS Software plc	Software	207	(9)	198	0.3%	9.5%
Goals Soccer Centres plc	Travel and Leisure	148	32	180	0.3%	2.6%
In-Deed Online plc	Support services	201	(24)	177	2.3%	5.8%
Adept Telecom plc	Telecommunications	501	(329)	172	1.7%	4.1%
Immunodiagnostic Systems plc	Healthcare equipment	454	(304)	150	0.2%	3.1%
Corac plc	Technology	252	(105)	147	0.5%	1.8%
Hasgrove plc	Media & marketing	436	(291)	145	2.0%	13.0%
Woodspeen plc	Training services	250	(111)	139	3.9%	11.4%
Mears Group plc	Support services	93	-	93	0.0%	0.3%
Snacktime plc	Food vendors	367	(278)	89	1.5%	8.8%
Mattioli Woods plc	Financial consultants	96	(19)	77	0.3%	3.6%
Jelf Group plc	Financial consultants	122	(51)	71	0.1%	0.9%
Work Group plc	Support services	473	(406)	67	2.1%	6.1%
Altitude Group plc	Media & marketing	24	36	60	0.7%	4.6%
Zetar plc	Food producers	68	(8)	60	0.2%	3.8%
Cello Group plc	Media & marketing	54	(4)	50	0.2%	7.8%
Daisy Group plc	Telecommunications	20	1	21	0.0%	0.1%
Datong plc	Manufacturing	29	(8)	21	0.6%	3.4%
Media Square plc	Media & marketing	7	(7)	0	0.2%	1.0%
Twenty plc	Media & marketing	565	(565)	0	7.8%	12.2%
Total fixed asset investments		22,489	592	23,081
Money market funds		3,330	-	3,330
Total fixed asset investments and money market funds		25,819	592	26,411
Cash at bank				1,408
Debtors less creditors				(336)
Total net assets				27,483

Responsibility Statement of the Directors in respect of the half-yearly report

We confirm that to the best of our knowledge:

• the half-yearly financial statements have been prepared in accordance with the statement "Half-Yearly Financial Reports" issued by the UK Accounting Standards Board;

• the half-yearly report includes a fair review of the information required by the Financial Services Authority Disclosure and Transparency Rules, being:

• an indication of the important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements.
• a description of the principal risks and uncertainties for the remaining six months of the year; and
• a description of related party transactions that have taken place in the first six months of the current financial year, that may have materially affected the financial position or performance of the Company during that period and any changes in the related party transactions described in the last annual report that could do so.

On behalf of the Board

Keith Mullins
Chairman
26 July 2012

Income Statement
	Six months to 31 May 2012			Six months to 31 May 2011			Year to 30 November 2011
	Revenue	Capital	Total	Revenue	Capital	Total	Revenue	Capital	Total
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Gain/(loss) on disposal of fixed asset investments	-	148	148	-	64	64	-	(697)	(697)
Gain/(loss) on valuation of fixed asset investments	-	1,080	1,080	-	1,004	1,004		(68)	(68)
Income	175	-	175	94	-	94	315	-	315
Investment management fees	(66)	(199)	(265)	(59)	(178)	(237)	(135)	(403)	(538)
Other expenses	(93)	-	(93)	(113)	-	(113)	(220)	-	(220)
Profit/(loss) on ordinary activities before tax	16	1,029	1,045	(78)	890	812	(40)	(1,168)	(1,208)
Taxation on profit/(loss) on ordinary activities	-	-	-	-	-	-	-	-	-
Profit/(loss) on ordinary activities after tax	16	1,029	1,045	(78)	890	812	(40)	(1,168)	(1,208)
Return per share - basic and diluted	0.0p	2.4p	2.4p	(0.2)p	2.3p	2.1p	(0.1)p	(2.9)p	(3.0)p

• The 'Total' column of this statement is the profit and loss account of the Company; the supplementary revenue return and capital return columns have been prepared under guidance published by the Association of Investment Companies.
• all revenue and capital items in the above statement derive from continuing operations.
• the accompanying notes are an integral part of the half-yearly report.
• The Company has no recognised gains or losses other than those disclosed in the income statement.

Reconciliation of Movements in Shareholders' Funds
	Six months to 31 May 2012	Six months to 31 May 2011	Year to 30 November 2011
	£'000	£'000	£'000
Shareholders' Funds at start of period	26,590	24,774	24,774
Profit/(loss) on ordinary activities after tax	1,045	812	(1,208)
Purchase of own shares	(689)	(827)	(1,362)
Issue of shares	1,238	4,902	5,770
Shares to be issued	-	52	-
Dividends paid	(701)	(704)	(1,384)
Shareholders' Funds at end of period	27,483	29,009	26,590

Balance Sheet
	As at 31 May 2012		As at 31 May 2011		As at 30 November 2011
	£'000	£'000	£'000	£'000	£'000	£'000
Fixed asset investments*		23,081		20,329		21,742
Current assets:
Investments*	3,330		9,324		3,901
Debtors	42		10		506
Cash at bank	1,408		110		636
	4,780		9,444		5,043
Creditors: amounts falling due within one year	(378)		(764)		(195)
Net current assets		4,402		8,680		4,848
Net assets		27,483		29,009		26,590
Called up equity share capital		5		5		4
Shares to be issued		-		52		-
Share premium		1,257		18,713		20
Special distributable reserve		30,992		12,654		31,681
Capital reserve - realised		(5,176)		(1,393)		(3,855)
- unrealised		593		(780)		(1,056)
Revenue reserve		(188)		(242)		(204)
Total equity shareholders' Funds		27,483		29,009		26,590
Net asset value per share		63.6p		68.6p		62.4p

*Held at fair value through profit and loss

The statements were approved by the Directors and authorised for issue on 26 July 2012 and are signed on their behalf by:

Keith Mullins
Chairman

Company Number: 05528235

Cash Flow Statement
	Six months to 31 May 2012	Six months to 31 May 2011	Year to 30 November 2011
	£'000	£'000	£'000
Net Cash inflow/(outflow) from operating activities	464	649	(603)
Taxation: UK Corporation tax paid	-	-	-
Financial investment
Purchase of fixed asset investments	(1,246)	(1,956)	(5,963)
Disposal of fixed asset investments	1,136	607	1,366
Management of liquid resources
Purchase of current asset investments	(1,375)	(12,171)	(16,364)
Disposal of current asset investments	1,945	9,432	19,050
Equity dividends paid
Dividends paid	(701)	(704)	(1,384)
Financing
Proceeds from issue of shares	1,238	4,902	5,770
Shares to be issued	-	52	-
Purchase of own shares	(689)	(827)	(1,362)
Increase/(decrease) in cash at bank	772	(16)	510

Reconciliation of Operating Profit before Taxation to Cash Flow from Operating Activities
	Six months to 31 May 2012	Six months to 31 May 2011	Year to 30 November 2011
	£'000	£'000	£'000
Gain/(loss) on ordinary activities before tax	1,045	812	(1,208)
(Gain)/loss on disposal of fixed asset investments	(148)	(64)	697
(Gain)/loss on valuation of fixed asset investments	(1,080)	(1,004)	68
Decrease/(increase) in debtors	464	201	(295)
Increase/(decrease) in creditors	183	704	135
Net cash inflow/(outflow) from operating activities	464	649	(603)

Reconciliation of Net Cash Flow to Movement in Net Cash Resources
	Six months to 31 May 2012	Six months to 31 May 2011	Year to 30 November 2011
	£'000	£'000	£'000
Increase/(decrease) in cash at bank	772	(16)	510
Movement in cash equivalents	(571)	2,737	(2,686)
Opening net cash resources	4,537	6,713	6,713
Net cash resources at end of period	4,738	9,434	4,537

Notes to the Half-Yearly Report

1.         Basis of preparation
The unaudited half-yearly results which cover the six months to 31 May 2012 have been prepared in accordance with the Accounting Standard Board's (ASB) statement on half-yearly financial reports (July 2007) and adopting the accounting policies set out in the statutory accounts of the Company for the year ended 30 November 2011, which were prepared under UK GAAP and in accordance with the Statement of Recommended Practice for Investment Companies issued by the Association of Investment Companies in January 2009.

2.         Publication of non-statutory accounts
The unaudited half-yearly results for the six months ended 31 May 2012 do not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985. The comparative figures for the year ended 30 November 2011 have been extracted from the audited financial statements for that year, which have been delivered to the Registrar of Companies. The independent auditor's report on those financial statements under Section 235 of the Companies Act 1985 was unqualified. This half-yearly report has not been reviewed by the Company's auditor.

3.         Earnings per share
The earnings per share at 31 May 2012 are calculated on the basis of 42,481,048 (31 May 2011: 38,656,954 and 30 November 2011: 40,589,911) shares, being the weighted average number of Ordinary shares in issue during the period.

There are no potentially dilutive capital instruments in issue and, therefore, no diluted returns per share figures are relevant.

4.         Net asset value per share
The net asset value per share is based on net assets as at 31 May 2012 divided by 43,225,974 (31 May 2011: 42,234,030 and 30 November 2011: 42,586,289) Ordinary shares in issue at that date.
               

5.         Dividends
The Directors have declared a dividend of 1.6 pence per Ordinary share, payable from capital reserves. This dividend will be paid on 30 August 2012 to those shareholders on the register at 10 August 2012.

A final dividend for the year ended 30 November 2011 of 1.6 pence per Ordinary share was paid from capital reserves on 8 June 2012 to shareholders who were on the register on 11 May 2012.

6.         Buybacks/shares issued
During the six months ended 31 May 2012 the Company repurchased the following shares:

Date	No. of shares	Price (p)
9 December 2011	217,101	55.8
20 January 2012	78,095	55.0
24 February 2012	44,388	58.5
16 March 2012	176,601	60.5
29 March 2012	9,170	60.0
30 March 2012	46,504	60.0
20 April 2012	91,992	61.0
11 May 2012	74,804	60.75
17 May 2012	272,013	59.75
31 May 2012	165,282	57.5

The weighted average price of all buybacks during the period was 58.63 pence per share. During the six months ended 31 May 2012 the Company issued the following shares:

Date	No. of shares	Price (p)
5 April 2012	1,815,635	72.1

The weighted allotment price of all shares issued during the period was 72.1 pence per share.

7.         Principal risks and uncertainties
The Company's assets consist of equity, cash and liquid resources. Its principal risks are therefore market risk, credit risk and liquidity risk. Other risks faced by the Company include economic, loss of approval as a VCT, investment and strategic, regulatory, reputational, operational and financial risks. These risks, and the way in which they are managed, are described in more detail in the Company's Annual Report and Accounts for the year ended 30 November 2011. The Company's principal risks and uncertainties have not changed materially since the date of that report.

8.         Related party transactions
Octopus acts as the investment manager of the Company. Under the management agreement, Octopus receives a fee of 2.0 per cent per annum of the net assets of the Company for the investment management services. During the period, the Company incurred management fees of £265,000 (31 May 2011: £237,000 and 30 November 2011: £538,000).

9.        Copies of this statement are being made available to all shareholders. Copies are also available from the registered office of the Company at 20 Old Bailey, London, EC4M 7AN, and will also be available to view on the Investment Manager's website at www.octopusinvestments.com.

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Source: Octopus Second AIM VCT plc via Thomson Reuters ONE

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