Quarterly Report • Aug 31, 2010
Quarterly Report
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ProVen VCT plc Half-Yearly Report for the six months ended 31 August 2010
Managed by Beringea LLP
| 31 Aug 2010 |
31 Aug 2009 |
28 Feb 2010 |
|
|---|---|---|---|
| Ordinary shares |
|||
| Net asset value per share ("NAV") |
47.80 | 53.10 | 54.80 |
| Dividends paid per share since launch |
101.45 | 93.45 | 93.45 |
| Total return (NAV plus dividends paid since launch) |
149.25 | 146.55 | 148.25 |
| 'C' shares |
|||
| Net asset value per share ("NAV") |
71.40 | 72.30 | 75.50 |
| Dividends paid per share since issue |
4.75 | 4.75 | 4.75 |
| Total return (NAV plus dividends paid since issue) |
76.15 | 77.05 | 80.25 |
| 'D' shares |
|||
| Net asset value per share ("NAV") |
92.30 | 93.45 | 92.20 |
| Dividends paid per share since issue |
‐ | ‐ | ‐ |
| Total return (NAV plus dividends paid since issue) |
92.30 | 93.45 | 92.20 |
| 149.3p | Ordinary share net asset value total return per share since launch (net asset value at 31 August 2010 plus cumulative dividends paid) |
|---|---|
| 76.2p | 'C' share net asset value total return per share since launch (net asset value at 31 August 2010 plus cumulative dividends paid) |
| 92.3p | 'D' share net asset value total return per share since launch (net asset value at 31 August 2010 plus cumulative dividends paid) |
The chart below shows the original subscription price, net cost after tax (assuming full income tax relief at the rate ruling at the time of investment) and total return (net asset value and dividends paid) for each share class and tax year fundraising, as at 31 August 2010. The ordinary share funds raised in 2005/2006 were issued at either 108.15p per share, prior to 13 May 2005, or 112.91p per share, after 13 May 2005. No account has been taken of the possible benefit of any capital gains tax deferral (available for new investments up to and including tax year 2003/2004) or of additional shares that may have been available through early bird or financial intermediary discounts.
The six‐month period ended 31 August 2010 has seen a reasonably stable overall performance by each of the Company's share pools, with falls in the value of some investments generally being offset by the better performing investments. The uncertain economic outlook has continued to produce a challenging environment for new investment activities, although I am pleased to report an increased level of activity in recent months.
As at 31 August 2010, the net asset value ("NAV") per Ordinary share stood at 47.8p, an increase of 1.0p per share or 1.8% since the year end (after adjusting for the dividends of 8.0p paid in the period).
As at 31 August 2010, the NAV per 'C' share stood at 71.4p, a decrease of 4.1p per share or 5.4% since the year end.
As at 31 August 2010, the NAV per 'D' share stood at 92.3p, an increase of 0.1p per share or 0.1% since the year end.
As I reported previously, the Ordinary Share Top‐Up Offer, raised in conjunction with ProVen Growth and Income VCT plc and ProVen Health VCT plc, closed on 28 May 2010 having raised £1.2 million for ProVen VCT plc.
The Linked 'D' Share Offer with ProVen Growth and Income VCT plc closed on 29 October 2010 having raised a total of approximately £2.6 million for the Company.
During the period, the Ordinary share pool made one new investment and one follow‐on investment at a total cost of £611,000 and had one realisation in the form of repayment of loan notes at par.
The net effect of investment valuation movements over the period was an unrealised gain of £662,000.
The 'C' share pool made investments totalling £640,000, comprising one new investment and two follow‐on investments during the six months, and also received proceeds from a loan stock redemption at par.
The net effect of investment valuation movements over the period was an unrealised loss of £541,000.
The 'D' share pool completed its first investment during the period, being £183,000 into Tossed Limited.
Further details of the developments within the investment portfolios are included in the Investment Manager's Report on pages 6 and 7.
The Income Statement shows a loss on ordinary activities after taxation for the Company during the period of £363,000 (£33,000 revenue gain and £396,000 capital loss). Details of how this is analysed between the various share pools is shown in the Income Statement on pages 13 to 16 .
No interim dividends will be paid in respect of any class of shares.
The Company continues to have a policy of purchasing its own shares that become available in the market in order to help provide liquidity to those shareholders that need it. The Company has a current policy of purchasing Ordinary shares and 'C' shares at a price equivalent to a 10% discount to the latest published NAV and at a 5% discount in respect of 'D' shares.
During the period, the Company purchased 338,967 Ordinary shares at an average price of 48.4p per share; 40,000 'C' shares at an average price of 68.0p per share; and 55,698 'D' shares at an average price of 92.3p per share. These shares were subsequently cancelled.
Under the Disclosure and Transparency Directive, the Board is required, in the Company's half‐yearly results, to report on principal risks and uncertainties facing the Company over the remainder of the financial year.
The Board has concluded that the key risks facing the Company over the remainder of the financial year are as follows:
Although having a large proportion of the Ordinary share assets invested in a single investment involves additional risks, this situation is not unusual within the venture capital industry and has arisen as a result of strong growth in the value of one investment. The Board regularly reviews the position.
In the case of (ii), the Board is also satisfied with the Company's approach. The Investment Manager follows a rigorous process in vetting and careful structuring of new investments and, after an investment is made, close monitoring of the business. In respect of (iii), the Company seeks to hold a diversified portfolio. However, the Company's ability to manage this risk is quite limited, primarily due to the restrictions arising from the VCT regulations.
The Company's compliance with the VCT regulations is continually monitored by the Administrator, who reports regularly to the Board on the current position. The Company also retains PricewaterhouseCoopers to provide regular reviews and advice in this area. The Board considers that this approach reduces the risk of a breach of the VCT regulations to a minimal level.
Recent economic events have created conditions which are not only presenting barriers to completing good quality new investments at realistic prices but also extending the period it takes to complete them. The Investment Manager has, however, completed three new investments since the year end and I am therefore confident that the Company is well placed to reach its investment targets in the future.
In terms of general outlook, the existing portfolio contains some interesting investments which give hope that positive realisations will be achieved in future.
Andrew Davison Chairman 29 October 2010
We are pleased to present our review of the investment portfolio for the six month period ended 31 August 2010. Against a backdrop of mixed economic news and continuing economic uncertainty we continue to focus on what we can do both to enhance existing portfolio company value and to take advantage of new investment opportunities. We are in regular dialogue with portfolio company management regarding strategy and commercial issues and actively review up‐to‐date management and financial information; we have reviewed many new investment opportunities and made a number of new and follow‐on investments, some of which occurred after the period end but prior to the date of this report. Additionally, some potential investments which, for various reasons, were not suitable or did not proceed, are being monitored so that we are well positioned to consider future investment if the opportunity arises.
The following commentary is designed to provide investors with an overview of the portfolio during the period whilst ensuring that sensitive information which could ultimately affect the returns of both portfolio companies and their investors (including the Company), is not disclosed.
At 31 August 2010, the Company's ordinary share portfolio comprised holdings in 17 companies, 14 of which were unquoted and 3 quoted, with a cost of £10.8 million and a valuation of £10.4 million. In addition, the Ordinary shares held cash and liquidity funds of £1.7 million. One new investment of £468,000 was made in the period in healthy eating outlet chain, Tossed, and a short term loan of £143,000 was made in Overtis Group. The Company subsequently redeemed its loan notes in Overtis Group following the disposal of its solutions division to AIM quoted Digital Barriers plc. Overtis is now focussed on developing its VigilancePro® user activity management software. This software is relevant across all business sectors and is being used, with considerable success, by a number of police forces across the UK where the protection of data is paramount.
Espresso Group continues to account for over 25% of the value of the Ordinary share portfolio. During the period Espresso announced the expansion of its primary school product, Espresso Primary, into the US market through a partnership with a specialist US company called Defined Learning, Inc. The UK market continues to hold up well with high renewal rates for the core primary and secondary school products.
At 31 August 2010, the Company's 'C' share portfolio compromised 16 unquoted investments with a cost of £8.5 million and a valuation of £6.9 million. In addition, the 'C' share pool held cash and liquidity funds of £3.5 million.
One new investment in Tossed (£345,000) and further investments in Steak Media (£181,000) and Overtis Group (£114,000) were made during the period. Overtis Group loan notes were redeemed and the trading subsidiary of the Vending Corporation went into administration early in the period (as outlined in the annual report to 28 February 2010) and has been treated as realised.
Value in the 'C' share pool is more evenly spread when compared to the Ordinary share pool with the largest venture capital investment by value, Fjordnet, accounting for 11.3% of the total 'C' share valuation. Fjordnet is a digital media agency, an area in which we have particular experience. We believe that this investment and Think, a similar business (which is also held by the Ordinary share pool), are well positioned for future growth.
Both the Ordinary and 'C' share pools have seen movements in valuations reflecting both individual portfolio company circumstances and wider changes to market comparables. Notable movements since 28 February 2010 include SPC (held by the Ordinary and 'C' share pool), Eagle Rock (Ordinary and 'C' share pool), Donatantonio (Ordinary and 'C' share pool), Heritage Partners ('C' share pool), Path Group ('C' share pool) and Chess Technologies ('C' share pool).
The 'D' share pool made its first investment during the period, a £183,000 investment in healthy eating outlet chain, Tossed, alongside the Ordinary share pool and ProVen Growth and Income VCT. In addition, the pool held cash and liquidity funds totalling £7.4 million, some of which was utilised by investments completed after the period end.
In the period since 31 August 2010, the Company has made new investments in:
The period since 28 February 2010 to the date of this report has seen a number of new investments and continued support of the existing portfolio. We are also looking at a number of interesting investment opportunities. The full impact of the UK government's spending review announced earlier this month will obviously take time to feed through the economic system but undoubtedly new opportunities will be created for investors. With a significant portion of the 'C' share and 'D' share funds in low risk cash and cash equivalents, the Company is well placed to take advantage of any opportunities that may arise.
Beringea LLP 29 October 2010
as at 31 August 2010
| 31 Aug | 31 Aug | 28 Feb | |
|---|---|---|---|
| 2010 | 2009 | 2010 | |
| £'000 | £'000 | £'000 | |
| Fixed assets | |||
| Investments | 17,441 | 12,625 | 16,657 |
| Current assets | |||
| Debtors | 146 | 124 | 41 |
| Current investments | 10,200 | 10,200 | 10,200 |
| Cash at bank and in hand | 2,486 | 10,671 | 4,324 |
| Creditors: amounts falling due within one year | (182) | (5,427) | (2,200) |
| Net current assets | 12,650 | 15,568 | 12,365 |
| Net assets | 30,091 | 28,193 | 29,022 |
| Capital and reserves | |||
| Called up share capital | 4,984 | 4,900 | 4,877 |
| Capital redemption reserve | 225 | 172 | 197 |
| Share premium account | 8,763 | 4,955 | 5,167 |
| Special reserve | 16,953 | 21,900 | 18,637 |
| Capital reserve ‐ realised | 1,633 | 3,558 | 3,484 |
| Investment holding losses | (2,048) | (6,923) | (3,180) |
| Revenue reserve | (419) | (369) | (160) |
| Equity shareholders' funds | 30,091 | 28,193 | 29,022 |
| Net asset value per Ordinary share: | 47.8p | 53.1p | 54.8p |
| Net asset value per 'C' share: | 71.4p | 72.3p | 75.5p |
| Net asset value per 'D' share: | 92.3p | 93.4p | 92.2p |
as at 31 August 2010
| 31 Aug | 31 Aug | 28 Feb | |
|---|---|---|---|
| 2010 | 2009 | 2010 | |
| £'000 | £'000 | £'000 | |
| Fixed assets | |||
| Investments | 10,387 | 7,932 | 9,543 |
| Current assets | |||
| Debtors | 122 | 76 | 31 |
| Current investments | 890 | 4,190 | 3,190 |
| Cash at bank and in hand | 823 | 595 | 1,172 |
| Creditors: amounts falling due within one year | (86) | (110) | (1,007) |
| Net current assets | 1,749 | 4,751 | 3,386 |
| Net assets | 12,136 | 12,683 | 12,929 |
| Capital and reserves | |||
| Called up share capital | 1,269 | 1,194 | 1,179 |
| Capital redemption reserve | 202 | 170 | 185 |
| Share premium account | 1,026 | ‐ | ‐ |
| Special reserve | 7,356 | 11,741 | 8,961 |
| Capital reserve ‐ realised | 1,738 | 3,793 | 3,553 |
| Investment holding losses | 632 | (4,140) | (1,041) |
| Revenue reserve | (87) | (75) | 92 |
| Equity shareholders' funds | 12,136 | 12,683 | 12,929 |
| Net asset value per Ordinary share | 47.8p | 53.1p | 54.8p |
as at 31 August 2010
| 31 Aug | 31 Aug | 28 Feb | |
|---|---|---|---|
| 2010 | 2009 | 2010 | |
| £'000 | £'000 | £'000 | |
| Fixed assets | |||
| Investments | 6,871 | 4,693 | 7,114 |
| Current assets | |||
| Debtors | 20 | 47 | 9 |
| Current investments | 2,810 | 6,010 | 3,460 |
| Cash at bank and in hand | 728 | (127) | 519 |
| Creditors: amounts falling due within one year | (59) | (65) | (106) |
| Net current assets | 3,499 | 5,865 | 3,882 |
| Net assets | 10,370 | 10,558 | 10,996 |
| Capital and reserves | |||
| Called up share capital | 3,633 | 3,653 | 3,643 |
| Capital redemption reserve | 22 | 2 | 12 |
| Share premium account | ‐ | ‐ | ‐ |
| Special distributable reserve | 9,597 | 10,159 | 9,676 |
| Capital reserve ‐ realised | ‐ | (212) | ‐ |
| Investment holding losses | (2,680) | (2,783) | (2,139) |
| Revenue reserve | (202) | (261) | (196) |
| Equity shareholders' funds | 10,370 | 10,558 | 10,996 |
| Net asset value per 'C' share | 71.4p | 72.3p | 75.5p |
as at 31 August 2010
| 31 Aug | 31 Aug | 28 Feb | |
|---|---|---|---|
| 2010 | 2009 | 2010 | |
| £'000 | £'000 | £'000 | |
| Fixed assets | |||
| Investments | 183 | ‐ | ‐ |
| Current assets | |||
| Debtors | 4 | 1 | 1 |
| Current investments | 6,500 | ‐ | 3,550 |
| Cash at bank and in hand | 935 | 10,203 | 2,633 |
| Creditors: amounts falling due within one year | (37) | (5,252) | (1,087) |
| Net current assets | 7,402 | 4,952 | 5,097 |
| Net assets | 7,585 | 4,952 | 5,097 |
| Capital and reserves | |||
| Called up share capital | 82 | 53 | 55 |
| Capital redemption reserve | 1 | ‐ | ‐ |
| Share premium account | 7,737 | 4,955 | 5,167 |
| Special distributable reserve | ‐ | ‐ | ‐ |
| Capital reserve ‐ realised | (105) | (23) | (69) |
| Investment holding losses | ‐ | ‐ | ‐ |
| Revenue reserve | (130) | (33) | (56) |
| Equity shareholders' funds | 7,585 | 4,952 | 5,097 |
| Net asset value per 'D' share | 92.3p | 93.4p | 92.2p |
for the six months ended 31 August 2010
| 31 Aug | 28 Feb | |||||
|---|---|---|---|---|---|---|
| 31 Aug 2010 | 2009 | 2010 | ||||
| Ordinary | ||||||
| shares | 'C' shares | 'D' shares | Total | Total | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Opening Shareholders' funds | 12,929 | 10,996 | 5,097 | 29,022 | 24,877 | 24,877 |
| Proceeds from share issues | 1,198 | ‐ | 2,749 | 3,947 | 5,154 | 5,526 |
| Share issue costs | (66) | ‐ | (151) | (217) | (146) | (304) |
| Purchase of own shares | (165) | (27) | (51) | (243) | (38) | (208) |
| Total recognised gain/(loss) for | ||||||
| the year | 295 | (599) | (59) | (363) | (1,267) | (483) |
| Distributions | (2,055) | ‐ | ‐ | (2,055) | (387) | (386) |
| Closing Shareholders' funds | 12,136 | 10,370 | 7,585 | 30,091 | 28,193 | 29,022 |
for the six months ended 31 August 2010
| Company Total | Six months ended 31 August 2010 |
|||
|---|---|---|---|---|
| Revenue | Capital | Total | ||
| £'000 | £'000 | £'000 | ||
| Income | 261 | ‐ | 261 | |
| Gains/(losses) on investments | ‐ | 121 | 121 | |
| 261 | 121 | 382 | ||
| Investment management fee | (53) | (157) | (210) | |
| Performance incentive fees | ‐ | (360) | (360) | |
| Recoverable VAT | ‐ | ‐ | ‐ | |
| Other expenses | (175) | ‐ | (175) | |
| Return/(loss) on ordinary activities before taxation | 33 | (396) | (363) | |
| Tax on ordinary activities | ‐ | ‐ | ‐ | |
| Return/(loss) attributable to equity shareholders | 33 | (396) | (363) | |
| Basic and diluted return/(loss) per Ordinary share Basic and diluted return/(loss) per 'C' share |
0.2p ‐ |
0.9p (2.9p) |
1.1p (2.9p) |
|
| Basic and diluted return/(loss) per 'D' share | (0.3p) | (0.5p) | (0.8p) |
| Ordinary share pool | Six months ended | ||||
|---|---|---|---|---|---|
| 31 August 2010 | |||||
| Revenue | Capital | Total | |||
| £'000 | £'000 | £'000 | |||
| Income | 170 | ‐ | 170 | ||
| Gains/(losses) on investments | ‐ | 662 | 662 | ||
| 170 | 662 | 832 | |||
| Investment management fee | (23) | (69) | (92) | ||
| Performance incentive fees | ‐ | (360) | (360) | ||
| Recoverable VAT | ‐ | ‐ | ‐ | ||
| Other expenses | (85) | ‐ | (85) | ||
| Return/(loss) on ordinary activities before taxation | 62 | 233 | 295 | ||
| Tax on ordinary activities | ‐ | ‐ | ‐ | ||
| Return/(loss) attributable to equity shareholders | 62 | 233 | 295 |
| Six months ended | Year ended | ||
|---|---|---|---|
| 31 August 2009 | 28 Feb 2010 | ||
| Revenue | Capital | Total | Total |
| £'000 | £'000 | £'000 | £'000 |
| 184 | ‐ | 184 | 266 |
| ‐ | (625) | (625) | 591 |
| 184 | (625) | (441) | 857 |
| (71) | (214) | (285) | (575) |
| ‐ | (45) | (45) | (53) |
| 10 | 31 | 41 | 1 |
| (537) | ‐ | (537) | (713) |
| (414) | (853) | (1,267) | (483) |
| ‐ | ‐ | ‐ | ‐ |
| (414) | (853) | (1,267) | (483) |
| (0.5p) | (3.1p) | (3.6p) | (2.0p) |
| (1.7p) | (0.6p) | (2.3p) | (0.8p) |
| (0.7p) | (0.5p) | (1.2p) | (2.5p) |
| Six months ended 31 August 2009 |
Year ended 28 Feb 2010 |
||
|---|---|---|---|
| Revenue | Capital | Total | Total |
| £'000 | £'000 | £'000 | £'000 |
| 118 | ‐ | 118 | 170 |
| ‐ | (599) | (599) | (26) |
| 118 | (599) | (481) | 144 |
| (41) | (123) | (164) | (263) |
| ‐ | (45) | (45) | (53) |
| 10 | 31 | 41 | 1 |
| (213) | ‐ | (213) | (304) |
| (126) | (736) | (862) | (475) |
| ‐ | ‐ | ‐ | ‐ |
| (126) | (736) | (862) | (475) |
for the six months ended 31 August 2010
| 'C' shares | Six months ended | |||
|---|---|---|---|---|
| 31 August 2010 | ||||
| Revenue | Capital | Total | ||
| £'000 | £'000 | £'000 | ||
| Income | 71 | ‐ | 71 | |
| Gains/(losses) on investments | ‐ | (541) | (541) | |
| 71 | (541) | (470) | ||
| Investment management fee | (18) | (52) | (70) | |
| Performance incentive fees | ‐ | ‐ | ‐ | |
| Recoverable VAT | ‐ | ‐ | ‐ | |
| Other expenses | (59) | ‐ | (59) | |
| Return/(loss) on ordinary activities before taxation | (6) | (593) | (599) | |
| Tax on ordinary activities | ‐ | ‐ | ‐ | |
| Return/(loss) attributable to equity shareholders | (6) | (593) | (599) |
| 'D' shares | Six months ended 31 August 2010 |
|||
|---|---|---|---|---|
| Revenue | Capital | Total | ||
| £'000 | £'000 | £'000 | ||
| Income | 20 | ‐ | 20 | |
| Gains/(losses) on investments | ‐ | ‐ | ‐ | |
| 20 | ‐ | 20 | ||
| Investment management fee | (12) | (36) | (48) | |
| Performance incentive fees | ‐ | ‐ | ‐ | |
| Recoverable VAT | ‐ | ‐ | ‐ | |
| Other expenses | (31) | ‐ | (31) | |
| Return/(loss) on ordinary activities before taxation | (23) | (36) | (59) | |
| Tax on ordinary activities | ‐ | ‐ | ‐ | |
| Return/(loss) attributable to equity shareholders | (23) | (36) | (59) |
| Six months ended 31 August 2009 |
Year ended 28 Feb 2010 |
||
|---|---|---|---|
| Revenue | Capital | Total | Total |
| £'000 | £'000 | £'000 | £'000 |
| 56 | ‐ | 56 | 75 |
| ‐ | (26) | (26) | 617 |
| 56 | (26) | 30 | 692 |
| (23) | (68) | (91) | (220) |
| ‐ | ‐ | ‐ | ‐ |
| ‐ | ‐ | ‐ | ‐ |
| (288) | ‐ | (288) | (355) |
| (255) | (94) | (349) | 117 |
| ‐ | ‐ | ‐ | ‐ |
| (255) | (94) | (349) | 117 |
| Six months ended 31 August 2009 |
Year ended 28 Feb 2010 |
||
|---|---|---|---|
| Revenue | Capital | Total | Total |
| £'000 | £'000 | £'000 | £'000 |
| 10 | ‐ | 10 | 21 |
| ‐ | ‐ | ‐ | ‐ |
| 10 | ‐ | 10 | 21 |
| (7) | (23) | (30) | (92) |
| ‐ | ‐ | ‐ | ‐ |
| ‐ | ‐ | ‐ | ‐ |
| (36) | ‐ | (36) | (54) |
| (33) | (23) | (56) | (125) |
| ‐ | ‐ | ‐ | ‐ |
| (33) | (23) | (56) | (125) |
for the six months ended 31 August 2010
| Six months | Six months | |||
|---|---|---|---|---|
| ended | ended | |||
| 31 August | 31 August | Year ended | ||
| 2010 | 2009 | 28 Feb 2010 | ||
| Note | £'000 | £'000 | £'000 | |
| Net cash (outflow)/inflow from operating activities | A | (623) | 433 | (700) |
| Capital expenditure | ||||
| Purchase of investments | (1,434) | ‐ | (3,002) | |
| Disposal of investments | 771 | 383 | 568 | |
| Net cash (outflow)/ inflow from capital expenditure | (663) | 383 | (2,434) | |
| Equity distributions paid | (2,055) | (386) | (386) | |
| Management of liquid resources | ||||
| Purchase of current investments held as liquidity funds | ‐ | ‐ | (3,550) | |
| Withdrawal from liquidity funds | ‐ | ‐ | 3550 | |
| Net cash inflow/(outflow) from liquid resources | ‐ | ‐ | ‐ | |
| Net cash (outflow)/inflow before financing | (3,341) | 430 | (3,520) | |
| Financing | ||||
| Proceeds from share issue | 1,929 | 7,741 | 5,526 | |
| Share issue costs | (183) | (292) | (304) | |
| Purchase of own shares | (243) | (38) | (208) | |
| Net cash inflow from financing | 1,503 | 7,411 | 5,014 | |
| (Decrease)/increase in cash | B | (1,838) | 7,841 | 1,494 |
| Notes to the cash flow statement: | ||||
| A Net cash flow from operating activities |
||||
| (Loss)/ return on ordinary activities before taxation | (363) | (1,267) | (483) | |
| (Gain)/ loss on investment | (121) | 625 | (591) | |
| (Increase)/decrease in debtors | (105) | 799 | 882 | |
| (Decrease)/ increase in creditors | (34) | 276 | (508) | |
| Net cash (outflow)/ inflow from operating activities | (623) | 433 | (700) | |
| B Analysis of net funds |
||||
| Beginning of period Net cash (outflow)/inflow |
4,324 (1,838) |
2,830 7,841 |
2,830 1,494 |
|
| End of period | 2,486 | 10,671 | 4,324 |
as at 31 August 2010
| Valuation | % of | |||
|---|---|---|---|---|
| movement in | portfolio | |||
| Ordinary share pool | Cost | Valuation | the period | by value |
| £'000 | £'000 | £'000 | ||
| Top ten venture capital investments (by value) | ||||
| Espresso Group Limited | 1,257 | 3,342 | 283 | 27.6% |
| SPC International Limited | 1,618 | 1,448 | 744 | 12.0% |
| Eagle Rock Entertainment Group Limited | 1,010 | 1,114 | (620) | 9.2% |
| Saffron Media Group Limited | 480 | 553 | (84) | 4.6% |
| Donatantonio Limited | 582 | 551 | 172 | 4.6% |
| Overtis Group Limited | 359 | 498 | 152 | 4.1% |
| Ashford Colour Press Limited | 625 | 492 | ‐ | 4.1% |
| Tossed Limited | 468 | 468 | ‐ | 3.9% |
| Think Limited | 470 | 470 | ‐ | 3.9% |
| Campden Media Limited | 975 | 463 | ‐ | 3.8% |
| 7,844 | 9,399 | 647 | 77.8% | |
| Other venture capital investments | 2,922 | 988 | 15 | 7.9% |
| 10,766 | 10,387 | 662 | 85.7% | |
| Liquidity fund investments | 890 | 7.4% | ||
| Cash at bank and in hand | 823 | 6.9% | ||
| Ordinary share pool total | 12,100 | 100% |
as at 31 August 2010
| Valuation | % of | |||
|---|---|---|---|---|
| movement in | portfolio | |||
| 'C' share pool | Cost | Valuation | the period | by value |
| £'000 | £'000 | £'000 | ||
| Top ten venture capital investments (by value) | ||||
| Fjordnet Limited | 800 | 1,168 | 15 | 11.2% |
| Lazurite Limited | 1,000 | 984 | (16) | 9.4% |
| Charterhouse Leisure Limited | 700 | 865 | ‐ | 8.3% |
| Donatantonio Limited | 885 | 838 | 261 | 8.1% |
| SPC International Limited | 403 | 488 | 91 | 4.7% |
| Think Limited | 470 | 470 | ‐ | 4.5% |
| Chess Technologies Limited | 600 | 453 | (206) | 4.4% |
| Overtis Group Limited | 286 | 399 | 122 | 3.8% |
| Tossed Limited | 345 | 345 | ‐ | 3.3% |
| Eagle Rock Entertainment Group Limited | 215 | 231 | (135) | 2.2% |
| 5,704 | 6,241 | 132 | 59.9% | |
| Other venture capital investments | 2,835 | 630 | (673) | 6.1% |
| 8,539 | 6,871 | (541) | 66.0% | |
| Liquidity fund investments | 2,810 | 27.0% | ||
| Cash at bank and in hand | 728 | 7.0% | ||
| 'C' share pool total | 10,409 | 100.0% |
All venture capital investments are unquoted unless otherwise stated
as at 31 August 2010
| 'D' share pool | Cost £'000 |
Valuation £'000 |
Valuation movement in the period £'000 |
% of portfolio by value |
|---|---|---|---|---|
| Venture capital investments | ||||
| Tossed Limited | 183 | 183 | ‐ | 2.4% |
| 183 | 183 | ‐ | 2.4% | |
| Liquidity fund investments | 6,500 | 85.3% | ||
| Cash at bank and in hand | 935 | 12.3% | ||
| 'D' share pool total | 7,618 | 100% |
All venture capital investments are unquoted unless otherwise stated.
for the six months ended 31 August 2010
| Additions | Cost |
|---|---|
| £'000 | |
| Ordinary share pool | |
| Overtis Group Limited | 143 |
| Tossed Limited | 468 |
| 611 | |
| 'C' share pool | |
| Overtis Group Limited | 114 |
| Tossed Limited | 345 |
| Steak Media Limited | 181 |
| 640 | |
| 'D' share pool |
Tossed Limited 183
| Market value at |
Realised | ||||
|---|---|---|---|---|---|
| 1 March | Disposal | Gain/(loss) | gain/(loss) in | ||
| Cost | 2010* | Proceeds | against cost | period | |
| £'000 | £'000 | £'000 | £'000 | £'000 | |
| Ordinary share pool | |||||
| Overtis Group Limited | 429 | 429 | 429 | ‐ | ‐ |
| 'C' share pool | |||||
| The Vending Corporation Limited | 1,012 | ‐ | ‐ | (1,012) | ‐ |
| Overtis Group Limited | 342 | 342 | 342 | ‐ | ‐ |
| 1,354 | 342 | 342 | (1,012) | ‐ |
183
No disposals were made by the 'D' share pool in the period. * Adjusted for investments made since 1 March 2010
| Ordinary | |||
|---|---|---|---|
| shares | 'C' shares | 'D' shares | |
| Revenue return per share based on: | |||
| Net revenue profit after taxation (£'000) | 62 | (6) | (23) |
| Weighted average number of shares in issue | 25,229,647 | 14,562,187 | 7,673,900 |
| Capital return per share based on: | |||
| Net revenue profit after taxation (£'000) | 233 | (593) | (36) |
| Weighted average number of shares in issue | 25,229,647 | 14,562,187 | 7,673,900 |
7. NAV per share for the period has been calculated on the following:
| Ordinary shares |
'C' shares | 'D' shares | |
|---|---|---|---|
| Net Assets (£'000) | 12,136 | 10,370 | 7,585 |
| Number of shares in issue at period end | 25,376,474 | 14,531,317 | 8,218,712 |
| 6 months to 31 Aug 2010 | 6 months to 31 Aug 2009 | 28 Feb 2010 |
||||||
|---|---|---|---|---|---|---|---|---|
| Pence | Revenue | Capital | Total | Revenue | Capital | Total | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
| Ordinary share dividends paid in period | ||||||||
| 2010 Final | 8.0 | ‐ | 2,055 | 2,055 | ‐ | ‐ | ‐ | ‐ |
| 2009 Final | 1.0 | ‐ | ‐ | ‐ | ‐ | 240 | 240 | 240 |
| ‐ | 2,055 | 2,055 | ‐ | 240 | 240 | 240 | ||
| 'C' share dividends paid in period | ||||||||
| 2009 Final | 1.0 | ‐ | ‐ | ‐ | 146 | ‐ | 146 | 146 |
| ‐ | ‐ | ‐ | 146 | ‐ | 146 | 146 |
| Capital | Share | Capital | Unrealised | |||
|---|---|---|---|---|---|---|
| redemption | premium | Special | reserve ‐ | holding | Revenue | |
| reserve | account | reserve | realised | losses | reserve | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| At 1 March 2010 | 197 | 5,167 | 18,637 | 3,484 | (3,180) | (160) |
| Expenses capitalised | 1 | ‐ | ‐ | (517) | ‐ | ‐ |
| Tax relief on expenses capitalised | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ |
| Share issue | ‐ | 3,596 | ‐ | ‐ | ‐ | ‐ |
| Purchase of own shares | 27 | ‐ | (192) | ‐ | ‐ | (51) |
| Gains/(losses) on investments | ‐ | ‐ | ‐ | ‐ | 120 | ‐ |
| Retained revenue | ‐ | ‐ | ‐ | ‐ | ‐ | 33 |
| Distributions paid | ‐ | ‐ | ‐ | (2,055) | ‐ | ‐ |
| Transfer between reserves | ‐ | ‐ | (1,492) | 721 | 1,012 | (241) |
| At 31 August 2010 | 225 | 8,763 | 16,953 | 1,633 | (2,048) | (419) |
The Company has guaranteed bank borrowings of one of its investments, Donatantonio Limited, amounting to £225,000. A third party has provided a guarantee to the Company amounting to £112,500 in respect of the above guarantee such that the Company's net exposure is £112,500.
Apart from the above, the Company has no contingent liabilities, guarantees and financial commitments.
Latest financial information, including information on recent investment transactions, newsletters and electronic copies of Annual Reports, Half‐Yearly Reports and Interim Management Statements can be found on the Company's website:
Dividend history, links to Company announcements and other financial information can be found on Downing's website at www.downing.co.uk. Shareholders can also check details of their shareholdings using Capita Registrar's website at www.capitaregistrars.com, by clicking on "Shareholders".
Dividends are paid by the registrar on behalf of the Company. Shareholders who wish to have dividends paid directly into their bank account rather than by cheque to their registered address can complete a mandate form for this purpose. Queries relating to dividends and requests for mandate forms should therefore be directed to the Company's registrar, Capita Registrars, whose details are on the back cover of this document.
The Company's share prices can be found on various financial websites with the following TIDM/EPIC code:
| TIDM/EPIC code | "PVN" | "PVNC" | "PVND" |
|---|---|---|---|
| Latest share price (28 October 2010): | 38.0p per share | 63.0p per share | 89.0p per share |
The Company's shares can be bought and sold in the same way as any other company listed on the London Stock Exchange using a stockbroker. Disposing of your shares may have tax implications, therefore, you should contact your independent financial adviser if you have any queries.
The Company operates a policy of buying its own shares for cancellation as they become available. The Company is, however, unable to buy back shares direct from Shareholders, so you will need to use a stockbroker to sell your shares. Downing Management Services Limited is able to provide details of close periods (when the Company is prohibited from buying in shares) and details of the price at which the Company has bought in shares. Contact details are shown on the back cover of this document.
Communications with Shareholders are mailed to the registered address held on the share register. In the event of a change of address or other amendment this should be notified to the Company's registrar, Capita Registrars, under the signature of the registered holder.
We have become aware that a significant number of shareholders of VCTs managed by both Beringea and other VCT houses have recently received unsolicited telephone calls from a company purporting to be acting on behalf of a client who is looking to acquire their VCT shares at an attractive price. We believe these calls to be part of a "Boiler Room Scam". Shareholders are warned to be very suspicious if they receive any similar type of telephone call.
If you have any questions, or receive any calls, then please advise us at [email protected] or call Beringea on 020 7845 7820.
Andrew Davison (Chairman) Barry Dean Malcolm Moss
Beringea LLP 39 Earlham Street London WC2H 9LT www.provenvcts.com Tel: 020 7845 7820
Grant Whitehouse Downing Management Services Limited 10 Lower Grosvenor Place London SW1W 0EN www.downing.co.uk Tel: 020 7416 7780
39 Earlham Street London WC2H 9LT Registered No. 3911323
Capita Registrars Northern House Woodsome Park Fenay Bridge Huddersfield HD8 0GA www.capitaregistrars.com Tel: 0871 664 0300 (calls cost 10p per minute plus network extras, lines open 8:30am to 5:30pm Monday to Friday)
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