Annual Report • Dec 31, 2011
Annual Report
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Annual Report and Financial Statements for the year ended 31 December 2011
| Company Number | 3654040 |
|---|---|
| Directors | G O Vero FCA, Chairman A Phillipps PhD MBA D C Pinckney MA FCA J G T Thornton MA MBA FCA |
| Manager, company secretary and registered office |
Albion Ventures LLP 1 King's Arms Yard London, EC2R 7AF |
| Registrar | Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ |
| Auditor | PKF (UK) LLP Farringdon Place 20 Farringdon Road London, EC1M 3AP |
| Taxation adviser | PricewaterhouseCoopers LLP 1 Embankment Place London, WC2N 6RN |
| Legal adviser | Berwin Leighton Paisner Adelaide House London Bridge London, EC4R 9HA |
| Albion Development VCT PLC is a member of The Association of Investment Companies. | |
| Shareholder information | For help relating to dividend payments, shareholdings and share certificates please contact Computershare Investor Services PLC: Tel: 0870 873 5853 (UK national rate call, lines are open 8.30am – 5.30pm, Mon – Fri) Website: www.computershare.co.uk Contact information and frequently asked questions: www-uk.computershare.com/Investor/contactus |
| Shareholders can access holdings and valuation information regarding any of their shares held by Computershare by registering on Computershare's website. |
|
| IFA information | For enquiries relating to the performance of the Fund and for IFA information please contact Albion Ventures LLP: Tel: 0207 601 1850 (lines are open 9.00am – 5.30pm, Mon – Fri, calls may be recorded) Email: [email protected] Website: www.albion-ventures.co.uk |
| The above contacts are unable to provide financial or taxation advice. |
Albion Development VCT PLC (the "Company") is a venture capital trust which raised a total of £33.3 million through an issue of shares between 1999 and 2004. The C shares merged with the Ordinary shares in 2007.
A further £6.3 million was raised through an issue of new D shares in 2009/2010 and £3.2 million was raised for the Ordinary shares through the Albion VCTs Linked Top Up Offers in 2011 and 2012. The funds raised will be invested in accordance with the Company's existing investment policy.
The Company's investment policy is intended to provide investors with a regular and predictable source of dividend income combined with the prospects of long term capital growth. This is achieved by establishing a diversified portfolio of holdings in smaller, unquoted companies whilst at the same time selecting and structuring investments in such a way as to reduce the risks normally associated with investment in such companies. It is intended that this will be achieved as follows:
| Record date for first dividend | 4 May 2012 |
|---|---|
| Payment of first dividend | 31 May 2012 |
| Annual General Meeting | 11.30am 15 June 2012 |
| Announcement of half-yearly results for the six months ending 30 June 2012 | August 2012 |
| Payment of second dividend subject to Board approval | 30 September 2012 |
Source: Albion Ventures LLP
Methodology: The net asset return to the shareholder, including original amount invested (rebased to 100) from launch, assuming that dividends were re-invested at net asset value of the Company at the time the shares were quoted ex-dividend. Transaction costs are not taken into account.
| Ordinary shares | D shares | ||||
|---|---|---|---|---|---|
| 31 December 2011 pence per share |
31 December 2010 pence per share |
31 December 2011 pence per share |
31 December 2010 pence per share |
||
| Dividends paid | 5.00 | 8.00 | 2.50 | 1.00 | |
| Revenue return | 1.40 | 1.50 | 1.60 | 0.30 | |
| Capital gain/(loss) | 3.30 | 2.40 | 0.90 | (0.90) | |
| Net asset value | 75.50 | 75.40 | 93.00 | 93.00 |
| Total shareholder net asset value return to 31 December 2011: | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Ordinary shares 31 December 2011 pence per share(ii) |
C shares 31 December 2011 pence per share(ii) |
D shares 31 December 2011 pence per share(ii) |
|||||||
| Total dividends paid during the year ended: | |||||||||
| 31 December 1999(i) | 1.00 | – | – | ||||||
| 31 December 2000 | 2.90 | – | – | ||||||
| 31 December 2001 | 3.95 | – | – | ||||||
| 31 December 2002 | 4.20 | – | – | ||||||
| 31 December 2003(iii) | 4.50 | 0.75 | – | ||||||
| 31 December 2004 | 4.00 | 2.00 | – | ||||||
| 31 December 2005 | 5.20 | 5.90 | – | ||||||
| 31 December 2006 | 3.00 | 4.50 | – | ||||||
| 31 December 2007(iv) | 5.00 | 5.36 | – | ||||||
| 31 December 2008 | 12.00 | 12.86 | – | ||||||
| 31 December 2009 | 4.00 | 4.29 | – | ||||||
| 31 December 2010 | 8.00 | 8.58 | 1.00 | ||||||
| 31 December 2011 | 5.00 –––––––––––– |
5.36 –––––––––––– |
2.50 –––––––––––– |
||||||
| Total dividends paid to 31 December 2011 | 62.75 | 49.60 | 3.50 | ||||||
| Net asset value as at 31 December 2011 | 75.50 –––––––––––– |
80.90 –––––––––––– |
93.00 –––––––––––– |
||||||
| Total shareholder return to 31 December 2011 | 138.25 –––––––––––– |
130.50 –––––––––––– |
96.50 –––––––––––– |
In addition to the dividends paid above, the Board has declared a first dividend for the year ending 31 December 2012, of 2.50 pence per Ordinary share and 1.75 pence per D share payable on 31 May 2012 to shareholders on the register at 4 May 2012.
Notes
(i) Assuming subscription for Ordinary shares by the First Closing on 26 January 1999.
(ii) Excludes tax benefits upon subscription.
(iii) Those subscribing for C shares after 30 June 2003 were not entitled to the interim dividend.
(iv) The C shares were converted into Ordinary shares on 31 March 2007, with a conversion of 1.0715 Ordinary shares for each C share. The net asset value per share and all dividends paid subsequent to the conversion of the C shares to the Ordinary shares are multiplied by the conversion factor of 1.0715 in respect of the C shares return, in order to give an accurate picture of the shareholder value since launch relating to the C shares.
The results for Albion Development VCT PLC for the year to 31 December 2011 show a further recovery, building on the positive results for 2010. The Ordinary share portfolio showed a return of 4.7 pence per share while the D shares, whose investment portfolio is still being built up, showed a return of 2.5 pence per share.
The Ordinary shares benefitted both from the sale of our investment in Dexela, which realised a return of between two and three times cost (dependent on an earn-out) and from the successful sale of the investment in Evolutions Television, which realised a total income and capital return of approximately 1.1 times cost and at a level considerably higher than its previous holding value. In addition, there were further improved performances from our portfolio of cinemas, Radnor House School and from Peakdale Molecular. Against this was a reduction in the value of Helveta, Xceleron and Mi-Pay, each of which required further finance to support slower than anticipated growth.
During the year, some £2.7 million was invested or committed for investment by the Ordinary share portfolio and £2.0 million by the D share portfolio. New investments included a number of projects in the renewable energy sector, as well as participation in the MBO of Hilson Moran, an international firm of mechanical and engineering consultants.
The outlook for the UK and Global economies continues to be the key risk affecting your Company, including the effects of the currency and debt constraints which are increasingly becoming apparent. Importantly, however, investment risk is mitigated through a variety of processes, including our policy of ensuring that the Company has a first charge over investee companies' assets wherever possible. Meanwhile, opportunities within our target sectors continue to arise at attractive valuations, including in the healthcare and environmental sectors, which continue to be two core areas of activity.
A detailed analysis of the other risks and uncertainties facing the business is shown on pages 20 to 22.
As part of our commitment to improve our investor experience, our share registrars have changed to Computershare Investor Services PLC. The Computershare Investor Centre can be found at www.investorcentre.co.uk. Further contact details are show in the front of these accounts.
Some shareholders have asked for the option to receive Company communications electronically and with this in mind, we have proposed a resolution at the Annual General Meeting to facilitate this. However, it should be noted that this resolution is 'opt in' for shareholders and if shareholders take no action, they will continue to receive hard copies. Albion Ventures LLP is working with Computershare to further improve shareholder communications, including annual shareholder statements which are due to be sent out in May 2012.
The Board proposes to increase the Company's distributable reserves by way of a reduction of the Company's share capital and cancellation of its capital redemption reserve and share premium account subject to shareholder approval, and confirmation by the Court.
It is the Board's policy to pay regular and predictable dividends to shareholders as the Directors believe that this is a key source of shareholder value. The Company also has a policy of buying back its own shares for cancellation or for holding as treasury shares, when such purposes are considered to be to the advantage of the Company and shareholders as a whole. These shares are purchased at a discount to net asset value which enhances the Company's net asset value per share.
Under the Companies Act, the Company is only permitted to pay dividends and to make buy-backs from its accumulated distributable reserves. Therefore, the Board believes that increasing the distributable reserves, through the reduction in nominal value of shares from 50 pence to 1 penny, and the cancellation of the share premium account and capital redemption reserve is in the interests of shareholders. The proposed reduction of the nominal value of shares and the cancellation of the share premium account and capital redemption reserves in respect of the Ordinary shares and the D shares constitutes a variation of the rights attaching to the Ordinary shares and the D shares. In addition to the resolution to be proposed at the Annual General Meeting, separate meetings of the Ordinary shareholders and the D shareholders will be necessary for the approval of the variation of the rights attaching to the Ordinary shares and the D shares. Notice of the General Meeting of the Ordinary shareholders is on page 67 and notice of the General Meeting of the D shareholders is on page 70.
Assuming that the relevant special resolutions are passed, it will be necessary for the proposed reductions and cancellations to be approved by the Court and the proposals will only take effect once the Court order approving them has been filed with the Registrar of Companies (together with a relevant statement of capital). Prior to approving the proposed reductions and cancellations, the Court will need to be satisfied that the interests of the creditors of the Company are not prejudiced thereby. The Company will put into place such form of creditor protection as it considers necessary to satisfy the Court in this regard.
It remains the Board's policy to buy back shares in the market, subject to the overall constraint that such purchases are in the VCT's interests, including the maintenance of sufficient resources for investment in new and existing investee companies and the continued payment of dividends to shareholders. It is the Board's intention for such buy-backs to be in the region of a 10 to 15 per cent. discount to net asset value, so far as market conditions and liquidity permit. During the year, the Company purchased 723,700 Ordinary shares to be held in treasury at a cost of £462,000, cancelled 500,000 Ordinary shares from treasury and purchased 482,372 Ordinary shares for cancellation at a cost of £306,000. These buy-backs have enhanced the net asset value per Ordinary share by 0.4 pence.
Details of material related party transactions for the year can be found in note 22.
As at 31 December 2011, the net asset value of the Ordinary shares was 75.5 pence per share (2010: 75.4 pence per share). The revenue return before taxation for the Ordinary shares was £539,000 compared to £525,000 for the previous year. The net asset value per D share was 93.0 pence per share (2010: 93.0 pence per share). The D shares' revenue return before taxation was £130,000 compared to £18,000 in the previous year. The Company will pay a first dividend for the financial year to 31 December 2012 of 2.5 pence per Ordinary share and 1.75 pence per D share. Dividends will be paid on 31 May 2012 to shareholders on the register on 4 May 2012.
During the year the Company issued 2,207,694 Ordinary shares under the Albion VCTs Linked Top Up Offer launched in November 2010. Details are shown in note 15.
On 1 November 2011 the Company announced the launch of the Albion VCTs Linked Top Up Offer 2011/2012. In aggregate, the Albion VCTs will be aiming to raise approximately £15 million across seven of the VCTs managed by Albion Ventures LLP, of which Albion Development VCT PLC's share would be £2.25 million. This builds on the success of the Albion VCTs Linked Top Up Offer 2010/2011, which raised £11.8 million, of which Albion Development VCT's share was £1.7 million.
Since the year end, 1,922,987 Ordinary shares have been issued under this Offer, generating net proceeds of £1.4 million. The proceeds of the Offer will be used to provide further resources to the Albion VCTs at a time when a number of attractive new investment opportunities are being seen. Details of these allotments are shown in note 21. An Investor Guide and Offer document as sent to shareholders can be obtained from www.albion-ventures.co.uk.
The outlook for the UK and Global economies remains uncertain. We have been rebalancing our investment portfolio to provide more emphasis on areas that we see as being more resilient, such as renewable energy. A significant number of our companies have special assets or business capabilities, and we believe that, over the longer term, they will provide strong returns for shareholders.
Geoffrey Vero Chairman 11 April 2012
The overall carrying value of the combined Ordinary and D Shares portfolio has increased from £19.6 million to £21.1 million over the year. The net increase of £1.5 million is comprised of additions of £8.5 million, disposal proceeds of £8.2 million (giving rise to a realised gain of £1.3 million). There is a further adjustment of £94k in respect of loan stock measured at amortised cost.
The sector analysis of Albion Development VCT PLC's investment portfolio as at 31 December 2011 is shown below. By valuation, the asset-backed element of the portfolio now accounts for 44 per cent. of the Ordinary shares' portfolio and 53 per cent. of the D shares' portfolio, while growth investments account for 30 per cent. of the Ordinary shares and 14 per cent. of the D shares, with cash and liquid resources providing the balance.
In the Ordinary share portfolio, the healthcare element now accounts for 14 per cent (2010: 17 per cent., including Dexela, most of which had been sold during 2011), while the environmental and renewable portion is now 7 per cent., up from 3 per cent. For the D shares, the proportions are 15 per cent. and 27 per cent. respectively.
Source: Albion Ventures LLP
Source: Albion Ventures LLP
In the growth portfolio, Blackbay, Mirada Medical and Rostima all showed the potential for further growth and uplifts in value and Chichester Holdings has seen a sharp increase in profitability, leading it to begin paying interest once more.
The key reductions in value in our investments were those in Xceleron, Helveta and Mi-Pay. These all operate in young, potentially high-growth, global markets and all required further financing during the year, since those markets have been taking longer to develop than anticipated. Provisions were also made against Dysis, Prime Care and Masters Pharmaceuticals.
In our asset-backed portfolio, cinemas continue to perform particularly well, while profitability continues to climb at our health and fitness clubs and our pubs. Meanwhile, Radnor House School now has twice its budgeted pupils and saw a sharp increase in value following its recent third party professional valuation.
Your Company has been going through an extensive programme of realisations. In 2010, these amounted to £3.6 million, while in 2011, the sale of Evolutions, and the initial proceeds on Dexela amounted to £7.1 million. Together, these two disposals resulted in gains of £1.5 million above the holding levels as at 31 December 2010, and net returns since investment of £455,000.
During the year, £1.1 million was invested in renewable energy projects by the Ordinary shares and £1.1 million by the D shares. The Ordinary shares invested £600,000 and the D shares £320,000 in the MBO of Hilson Moran; and they both invested a small amount in Abcodia, a life sciences spin-out from University College London. The balances of investments were to fund growth in existing portfolio companies.
Albion Ventures LLP Manager 11 April 2012
The following are the Directors of the Company, all of whom operate in a non-executive capacity.
Geoffrey Vero (Chairman), FCA (appointed 2 July 2007), has spent much of his career in venture capital, serving as a director of Causeway Capital Limited and ABN Amro Private Equity (UK) Limited which invested in small and medium sized unquoted businesses. He is a non-executive director of Numis Corporation Plc, and non-executive Chairman of EPE Special Opportunities Plc.
David Pinckney (Chairman of the Audit Committee), FCA, MA (appointed 8 December 1998), was with Peat Marwick Mitchell & Co. (now KPMG) in London from 1963 to 1968, and from 1969 to 1983 in France. He became a partner in 1975 and senior audit partner in 1978. He was then managing director of Wrightson Wood Financial Services Limited, where his work involved the provision of advice to companies seeking venture capital. In 1987 he joined Thornton Management Limited, an international equity fund management group with a proportion of funds invested in smaller unquoted companies, first as group finance director and subsequently as joint managing director. From 1998 he was chief operating officer – Far East, and then vice chairman of AXA Investment Managers, the investment management arm of the AXA Group until he retired in December 2003. He is chairman of Ventus VCT PLC.
Jonathan Thornton, MA, MBA, FCA (appointed 8 December 1998), has extensive experience in the management of unquoted investments. He was a director of Close Brothers Group plc from 1984 to 1998 and was responsible for establishing Close Brothers Private Equity LLP, the private equity fund management arm of Close Brothers Group plc. Prior to this he worked for 3i plc and Cinven. Over the past 25 years he has been a non-executive director of a number of smaller unquoted companies which have raised institutional capital and he is a member of the Albion Ventures LLP Investment Committee.
Andrew Phillipps, PhD, MBA (appointed 30 October 2007). Andy co-founded Active Hotels, an online hotels reservation business in 1999. As chief executive, he grew the business to become a European market leader, before selling it to Priceline Inc. for \$161 million in 2004. He was retained to run Priceline's international operations until 2006. He subsequently bought into, and was chairman of the online restaurant booking company, Toptable, which was successfully sold to Opentable in Q4 2010 for \$55 million. He is currently an investor and director of a number of private companies, including i2o Water and Reevoo.com. He also lectures in entrepreneurship at INSEAD and London Business School.
All Directors are members of the Audit and the Nomination Committees.
Albion Ventures LLP, is authorised and regulated by the Financial Services Authority and is the Manager of Albion Development VCT PLC. In addition to Albion Development VCT PLC, it manages a further seven venture capital trusts, and has currently total funds under management of approximately £230 million. Albion was awarded "VCT Manager of the Year" at the "Unquote" British Private Equity Awards 2009 and "VCT of the Year" for Albion Development VCT PLC at the 2009 Investor AllStar Awards and Investor of the Year at the Independent Healthcare Awards 2011.
The following are specifically responsible for the management and administration of the VCTs managed by Albion Ventures LLP, including Albion Development VCT PLC.
Patrick Reeve, MA, ACA, qualified as a chartered accountant with Deloitte Haskins & Sells before joining Cazenove & Co where he spent three years in the corporate finance department. He joined Close Brothers Group plc in 1989, initially in the development capital subsidiary, where he was a director specialising in the financing of smaller unquoted companies. He joined the corporate finance division in 1991, where he was also a director. He established Close Ventures Limited (now Albion Ventures LLP) with the launch of Albion Venture Capital Trust PLC in the spring of 1996. Patrick became managing partner of Albion Ventures LLP in 2009. He read modern languages at Oxford University. He is a director of Albion Technology & General VCT PLC, Albion Income & Growth VCT PLC, Albion Prime VCT PLC, Albion Enterprise VCT PLC and Healthcare and Leisure Property Limited, all managed or advised by Albion Ventures LLP.
Will Fraser-Allen, BA (Hons), ACA, qualified as a chartered accountant with Cooper Lancaster Brewers in 1996 and then joined their corporate finance team providing corporate finance advice to small and medium sized businesses. He joined Albion Ventures LLP in 2001 since when he has focused on leisure and healthcare investing. Will became deputy managing partner of Albion Ventures LLP in 2009. Will has a BA in history from Southampton University.
Isabel Dolan, BSc (Hons), ACA, MBA, qualified as a chartered accountant with Moore Stephens. From 1993 to 1997 she was head of recoveries at the Specialised Lending Services of the Royal Bank of Scotland plc and from 1997 to 2001 she was at 3i plc, latterly as a portfolio director. She joined Albion Ventures LLP in 2005, having previously been finance director for a number of unquoted companies. Isabel became operations partner at Albion Ventures LLP in 2009. She has a BSc in Biochemistry with Pharmacology from Southampton University and an MBA from London Business School.
Dr Andrew Elder, MA, FRCS, joined Albion Ventures LLP in 2005 and became a partner in 2009. He initially practiced as a surgeon for six years, specialising in neurosurgery, before joining the Boston Consulting Group (BCG) as a consultant in 2001. Whilst at BCG he specialised in healthcare strategy, gaining experience with many large, global clients across the full spectrum of healthcare including biotechnology, pharmaceuticals, service and care providers, software and telecommunications. He has an MA plus Bachelors of Medicine and Surgery from Cambridge University and is a Fellow of the Royal College of Surgeons (England).
Emil Gigov, BA (Hons), ACA, graduated from the European Business School, London, with a BA (Hons) Degree in European Business Administration in 1994. He then joined KPMG in their financial services division and qualified as a chartered accountant in 1997. Following this he transferred to KPMG Corporate Finance where he specialised in the leisure, media and marketing services sectors acting on acquisitions, disposals and fundraising mandates. He joined Albion Ventures LLP in 2000 and has since made and exited investments in a number of industry sectors, including healthcare, education, technology, leisure and engineering. Emil became a partner in Albion Ventures LLP in 2009.
David Gudgin, BSc (Hons), ACMA, qualified as a management accountant with ICL before spending 3 years at the BBC. In 1999 he joined 3i plc as an investor in European technology based in London and Amsterdam. In 2002 he moved to Foursome Investments (now Frog Capital) as the lead investor of environmental technology and at a later stage development capital fund. David joined Albion Ventures LLP in 2005 and became a partner in 2009. David has a BSc in Economics from Warwick University.
Michael Kaplan, BA, MBA. Prior to joining Albion Ventures LLP in 2007, Michael was a project leader with the Boston Consulting Group (BCG) where he focused on the retail and financial services sectors. More recently, Michael was part of BCG's growing Private Equity practice – which provides strategic due diligence to some of the world's biggest PE funds. Prior to his time with BCG, Michael was the chief financial officer for Widevine Technologies, a security software company based in Seattle. Michael has a BA from the University of Washington and an MBA from INSEAD. He became a partner in Albion Ventures LLP in 2010.
Ed Lascelles, BA (Hons), joined Albion Ventures LLP in 2004. Ed began by advising quoted UK companies on IPOs, takeovers and other corporate transactions, first with Charterhouse Securities and then ING Barings. Companies ranged in value from £10 million to £1 billion, across the healthcare and technology sectors among others. After moving to Albion Ventures LLP in 2004, Ed started investing in the technology, healthcare, financial and business services sectors. Ed became partner in 2009 and is responsible for a number of Albion's technology investments. Ed graduated from University College London with a first class degree in Philosophy.
Dr Christoph Ruedig, MA, MBA, joined Albion Ventures LLP as an investment manager in October 2011 and primarily focuses on Albion's healthcare investments, alongside Andrew Elder. He initially practiced as a radiologist, before spending 3 years at Bain & Company. In 2006 he joined 3i plc working for their healthcare venture capital arm leading investments in biotechnology, pharmaceuticals and medical technology. Most recently he has worked for General Electric UK, where he was responsible for mergers and acquisitions in the medical technology and healthcare IT sectors. He holds a degree in medicine from Ludwig-Maximilians University, Munich and an MBA from INSEAD.
Henry Stanford, MA, ACA, qualified as a chartered accountant with Arthur Andersen before joining the corporate finance department of Close Brothers Group in 1992, becoming an assistant director in 1996. He moved to Albion Ventures LLP in 1998. Henry became a partner in Albion Ventures LLP in 2009. He holds an MA degree in Classics from Oxford University.
Robert Whitby-Smith, BA (Hons), MSI, ACA. After graduating in History at Reading University, Robert qualified as a chartered accountant with KPMG and subsequently worked in corporate finance at Credit Suisse First Boston and ING Barings. Since joining in 2005, Robert has assisted in the workout of three VCT portfolios (Murray VCT PLC, Murray VCT 2 PLC and Murray VCT 3 PLC now renamed Crown Place VCT PLC) formerly managed by Aberdeen Murray Johnstone, and is responsible for investments in the leisure, manufacturing and technology sectors. Robert became a partner in Albion Ventures LLP in 2009.
Marco Yu, MPhil, MA, MRICS, spent two and a half years at Bouygues (UK), developing cost management systems for PFI schemes, before moving to EC Harris in 2005 where he advised senior lenders on large capital projects. He joined Albion Ventures LLP in 2007 and became an investment manager in Albion Ventures LLP in 2009. Marco graduated from Cambridge University with a first class degree in economics and is a Chartered Surveyor.
The following is a summary of the qualifying fixed asset investments as at 31 December 2011:
| As at 31 December 2011 | As at 31 December 2010 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Investee company | % voting rights |
% voting rights of AVL* managed companies |
Cost £'000 |
Cumulative movement in value £'000 |
Total value £'000 |
Cost £'000 |
Cumulative movement in value £'000 |
Total value £'000 |
Change in value for the year** £'000 |
| Asset-backed investments | |||||||||
| The Weybridge Club Limited | 9.4 | 50.0 | 1,520 | (252) | 1,268 | 1,520 | (189) 1,331 | (63) | |
| CS (Greenwich) Limited | 15.5 | 50.0 | 807 | 210 | 1,017 | 876 | (9) | 867 | 219 |
| Radnor House School (Holdings) | |||||||||
| Limited | 4.2 | 50.0 | 734 | 205 | 939 | 720 | 14 | 734 | 191 |
| Kensington Health Clubs Limited | 4.5 | 50.0 | 1,124 | (353) | 771 | 1,124 | (349) | 775 | (4) |
| CS (Brixton) Limited | 8.4 | 50.0 | 356 | 263 | 619 | 356 | 104 | 460 | 159 |
| Taunton Hospital Limited | 9.1 | 50.0 | 576 | 2 | 578 | 576 | 6 | 582 | (4) |
| Tower Bridge Health Clubs Limited | 7.9 | 50.0 | 462 | 95 | 557 | 494 | 29 | 523 | 66 |
| Bravo Inns II Limited | 4.5 | 50.0 | 560 | (24) | 536 | 560 | (26) | 534 | 2 |
| The Q Garden Company Limited | 16.6 | 50.0 | 1,198 | (707) | 491 | 1,198 | (701) | 497 | (6) |
| The Charnwood Pub Company | |||||||||
| Limited | 3.3 | 50.0 | 1,156 | (667) | 489 | 1,156 | (695) | 461 | 28 |
| Regenerco Renewable Energy Limited | 3.0 | 50.0 | 417 | 2 | 419 | – | – | – | 2 |
| The Street by Street Solar | |||||||||
| Programme Limited | 6.0 | 50.0 | 362 | 4 | 366 | 28 | – | 28 | 4 |
| TEG Biogas (Perth) Limited | 3.0 | 50.0 | 182 | 5 | 187 | 55 | – | 55 | 5 |
| Alto Prodotto Wind Limited | 3.6 | 50.0 | 157 | 2 | 159 | – | – | – | 2 |
| Bravo Inns Limited | 2.6 | 50.0 | 230 | (88) | 142 | 230 | (104) | 126 | 16 |
| Nelson House Hospital Limited | 3.0 | 50.0 | 136 | 1 | 137 | – | – | – | 1 |
| CS (Exeter) Limited | 8.3 | 50.0 | 135 | (22) | 113 | 135 | (37) | 98 | 15 |
| Premier Leisure (Suffolk) Limited | 6.5 | 50.0 | 480 | (370) | 110 | 480 | (359) | 121 | (11) |
| Evolutions Television Limited | n/a*** | n/a*** | 93 | – | 93 | – | – | – | – |
| GB Pub Company VCT Limited | 9.1 | 50.0 | 369 | (288) | 81 | 366 | (225) | 141 | (63) |
| The Dunedin Pub Company VCT | |||||||||
| Limited | 6.2 | 50.0 | 67 | (2) | 65 | 71 | – | 71 | (2) |
| CS (Norwich) Limited | 3.1 | 50.0 | 50 | 12 | 62 | 50 | (5) | 45 | 17 |
| CS (Liverpool) Limited | 4.5 | 50.0 | 56 | (11) | 45 | 56 | (12) | 44 | 1 |
| AVESI Limited | 3.5 | 50.0 | 28 | – | 28 | – | – | – | – |
| Total asset-backed investments | 11,255 | (1,983) | 9,272 | 10,051 | (2,558) 7,493 | 575 |
* Albion Ventures LLP
** as adjusted for additions and disposals during the year
*** loan stock investment only
| As at 31 December 2011 | As at 31 December 2010 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Investee company | % voting rights |
% voting rights of AVL* managed companies |
Cost £'000 |
Cumulative movement in value £'000 |
Total value £'000 |
Cost £'000 |
Cumulative movement in value £'000 |
Total value £'000 |
Change in value for the year** £'000 |
| Growth investments | |||||||||
| Blackbay Limited | 7.4 | 34.9 | 819 | 244 | 1,063 | 764 | 447 | 1,211 | (79) |
| Peakdale Molecular Limited | 8.9 | 14.9 | 936 | 7 | 943 | 1,047 | (161) | 886 | 168 |
| Hilson Moran Holdings Limited | 7.5 | 50.0 | 600 | 1 | 601 | – | – | – | 1 |
| Lowcosttravelgroup Limited | 4.0 | 26.0 | 435 | 160 | 595 | 435 | 154 | 589 | 6 |
| Prime Care Holdings Limited | 9.4 | 49.9 | 559 | (76) | 483 | 516 | 49 | 565 | (125) |
| Consolidated PR Limited | 11.8 | 23.6 | 570 | (110) | 460 | 558 | (135) | 423 | 25 |
| Mirada Medical Limited | 8.0 | 50.0 | 240 | 215 | 455 | 240 | 144 | 384 | 71 |
| Mi–Pay Limited | 5.0 | 49.9 | 622 | (200) | 422 | 459 | (23) | 436 | (177) |
| Helveta Limited | 2.6 | 20.8 | 645 | (261) | 384 | 364 | – | 364 | (261) |
| DySIS Medical Limited | 2.7 | 19.0 | 423 | (190) | 233 | 350 | (40) | 310 | (150) |
| Rostima Holdings Limited | 4.8 | 39.3 | 94 | 120 | 214 | 94 | – | 94 | 120 |
| Opta Sports Data Limited | 1.3 | 14.2 | 165 | 3 | 168 | 140 | (25) | 115 | 28 |
| Masters Pharmaceuticals Limited | 1.0 | 16.9 | 202 | (42) | 160 | 160 | 2 | 162 | (44) |
| Chichester Holdings Limited | 10.6 | 50.0 | 700 | (564) | 136 | 700 | (589) | 111 | 25 |
| Process Systems Enterprise Limited | 1.0 | 15.9 | 95 | 32 | 127 | 95 | (18) | 77 | 50 |
| memsstar Limited | 1.8 | 28.1 | 124 | – | 124 | 124 | – | 124 | – |
| Oxsensis Limited | 1.4 | 20.6 | 192 | (83) | 109 | 192 | (83) | 109 | – |
| Xceleron Limited | 3.8 | 45.1 | 96 | – | 96 | 414 | (136) | 278 | – |
| Abcodia Limited | 1.7 | 21.4 | 60 | – | 60 | – | – | – | – |
| Total growth investments | 7,577 | (744) | 6,833 | 6,652 | (414) | 6,238 | (342) | ||
| Total qualifying investments | 18,832 | (2,727) 16,105 | 16,703 | (2,972) 13,731 | 233 |
* Albion Ventures LLP
** as adjusted for additions and disposals during the year
The following is a summary of non-qualifying fixed asset investments as at 31 December 2011:
| As at 31 December 2011 As at 31 December 2010 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Investee company | % voting rights |
% voting rights of AVL* managed companies |
Cost £'000 |
Cumulative movement in value £'000 |
Total value £'000 |
Cost £'000 |
Cumulative movement in value £'000 |
Total value £'000 |
Change in value for the year** £'000 |
| Non-qualifying investments | |||||||||
| Albion Investment Properties Limited | 48.4 | 100.0 | 929 | (97) | 832 | 928 | (134) | 794 | 37 |
| Evolutions Group Limited | 46.7 | 100.0 | 581 | (446) | 135 | – | – | – | (446) |
| Consolidated PR Limited | n/a*** | n/a*** | 33 | 18 | 51 | 34 | 13 | 47 | 5 |
| Rostima Holdings Limited | n/a*** | n/a*** | 24 | – | 24 | – | – | – | – |
| Total non-qualifying investments | 1,567 | (525) | 1,042 | 962 | (121) | 841 | (404) | ||
| Total fixed asset investments | 20,399 | (3,252) 17,147 | 17,665 | (3,093) 14,572 | (171) |
| As at 31 December 2011 | As at 31 December 2010 | ||||||
|---|---|---|---|---|---|---|---|
| Investee company | Cost £'000 |
Cumulative movement in value £'000 |
Total value £'000 |
Cost £'000 |
Cumulative movement in value £'000 |
Total value £'000 |
Change in value for the year*** £'000 |
| Current asset investments Contingent future receipts on disposal of fixed |
|||||||
| asset investments | 137 | – | 137 | – | – | – | 137 |
| Total current asset investments | 137 | – | 137 | – | – | – | 137 |
* Albion Ventures LLP
** as adjusted for additions and disposals during the year
*** loan stock investment only
| Realisations in the year to 31 December 2011 | Cost £'000 |
Opening carrying value £'000 |
Disposal proceeds £'000 |
Realised gain/(loss) £'000 |
Gain/(loss) on opening value £'000 |
|---|---|---|---|---|---|
| Dexela Limited | 415 | 423 | 852 | 437 | 429 |
| Evolutions Television Limited | 4,326 | 2,603 | 3,659 | (667) | 1,056 |
| Evolutions Group Limited | 2,526 | n/a | 2,593 | 67 | n/a |
| Xceleron Limited (restructuring) | 343 | 207 | – | (343) | (207) |
| Other | 1,121 | 1,065 | 1,101 | (20) | 36 |
| Total | 8,731 | 4,298 | 8,205 | (526) | 1,314 |
The following is a summary of the qualifying fixed asset investments as at 31 December 2011:
| As at 31 December 2011 | As at 31 December 2010 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Investee company | % voting rights |
% voting rights of AVL* managed companies |
Cost £'000 |
Cumulative movement in value £'000 |
Total value £'000 |
Cost £'000 |
Cumulative movement in value £'000 |
Total value £'000 |
Change in value for the year** £'000 |
| Asset-backed investments | |||||||||
| Radnor House School (Holdings) | |||||||||
| Limited | 4.6 | 50.0 | 800 | 235 | 1,035 | 800 | 15 | 816 | 220 |
| Regenerco Renewable Energy Limited | 528 | 4 | 532 | – | – | – | 4 | ||
| TEG Biogas (Perth) Limited | 7.1 | 50.0 | 428 | 12 | 440 | 328 | – | 328 | 12 |
| Nelson House Hospital Limited | 8.6 | 50.0 | 392 | – | 392 | – | – | – | – |
| The Street by Street Solar | |||||||||
| Programme Limited | 6.3 | 50.0 | 380 | 11 | 391 | 76 | – | 76 | 11 |
| Bravo Inns II Limited | 1.5 | 50.0 | 160 | 5 | 165 | 160 | – | 160 | 5 |
| Alto Prodotto Wind Limited | 3.2 | 50.0 | 137 | 2 | 139 | – | – | – | 2 |
| AVESI Limited | 9.5 | 50.0 | 76 | – | 76 | – | – | – | – |
| Total asset-backed investments | 2,901 | 269 | 3,170 | 1,365 | 15 | 1,380 | 254 | ||
| Growth investments | |||||||||
| Masters Pharmaceuticals Limited | 2.5 | 16.9 | 506 | (106) | 400 | 400 | 6 | 406 | (112) |
| Hilson Moran Holdings Limited | 4.0 | 50.0 | 320 | 1 | 321 | – | – | – | 1 |
| Abcodia Limited | 2.1 | 21.4 | 75 | – | 75 | – | – | – | – |
| Total growth investments | 901 | (105) | 796 | 400 | 6 | 406 | (111) | ||
| Total qualifying investments | 3,802 | 164 | 3,966 | 1,765 | 21 | 1,786 | 143 |
* Albion Ventures LLP
** as adjusted for additions and disposals during the year
The top ten qualifying investments held by the Company, by total aggregate value of equity and loan stock are as shown below.
For the purpose of the valuation process, the latest company financial information is used. The accounting information disclosed below is the latest as filed at Companies House.
| Radnor House School (Holdings) Limited | ||||
|---|---|---|---|---|
| Radnor House is a new co-educational independent day school in Twickenham, which opened in September 2011. It is located in freehold historic buildings on the banks of the River Thames in South West London. |
||||
| Audited results | ||||
| year to 31 August 2011 | Investment information | Ordinary shares | D shares | |
| £'000 | £'000 | £'000 | ||
| Turnover | 29 | Income recognised in the year | 17 | 19 |
| Loss before interest | (1,426) | Total cost | 734 | 800 |
| Net liabilities | 638 | Total valuation | 939 | 1,035 |
| Basis of valuation: | Net asset value supported by third party valuation |
Voting rights | 4.2 per cent. | 4.6 per cent. |
| Website: www.radnorhouse.org | ||||
| Funds managed by Albion Ventures LLP have invested in this company and their combined equity holding in the company is 50.0 per cent. | ||||
| The Weybridge Club Limited | ||||
| The company owns a 30 acre freehold site near to the centre of Weybridge in Surrey, which has been developed into a premium health and fitness club. The club opened in May 2007 and membership is currently building up well. |
||||
| Audited results | ||||
| 13 months to 30 September 2011 | Investment information | Ordinary shares | D shares | |
| £'000 | £'000 | £'000 | ||
| Turnover | 1,969 | Income recognised in the year | 57 | – |
| Profit before interest | 544 | Total cost | 1,520 | – |
| Net liabilities | (2,205) | Total valuation | 1,268 | – |
| Basis of valuation: | Net asset value supported by third party valuation |
Voting rights | 9.4 per cent. | – |
| Website: www.theweybridgeclub.com | ||||
| Other funds managed by Albion Ventures LLP have invested in this company and their combined equity holding in the company is 50.0 per cent. | ||||
| Blackbay Limited | ||||
| The company provides enterprise mobility solutions mainly for the postal logistics and field service sectors. | ||||
| Audited results | ||||
| year to 31 December 2010 | Investment information | Ordinary shares | D shares | |
| £'000 | £'000 | £'000 | ||
| Turnover | 7,752 | Income recognised in the year | 97 | – |
| Profit before interest Net liabilities |
706 (1,470) |
Total cost Total valuation |
819 1,063 |
– – |
| Basis of valuation: | Earnings multiple | Voting rights | 7.4 per cent. | – |
| Website: www.blackbay.com | ||||
| Funds managed by Albion Ventures LLP have invested in this company and their combined equity holding in the company is 34.9 per cent. | ||||
| CS (Greenwich) Limited | ||||
| This company operates the five screen Picture House leasehold cinema in Greenwich. | ||||
| Audited results | ||||
| year to 31 December 2010 | Investment information | Ordinary shares | D shares | |
| £'000 | £'000 | £'000 | ||
| Turnover | 2,303 | Income recognised in the year | 76 | – |
| Profit before interest | 534 | Total cost | 807 | – |
| Net assets | 1,825 | Total valuation | 1,017 | – |
Website: www.picturehouses.co.uk Funds managed and advised by Albion Ventures LLP have invested in this company and their combined equity holding in the company is 50.0 per cent.
by third party valuation
Basis of valuation: Net asset value supported Voting rights 15.5 per cent. –
| Hilson Moran Holdings Limited | ||||
|---|---|---|---|---|
| operation of buildings. | The company is an international multi-disciplinary engineering consultancy. The investment was made in December 2011. It applies the latest design techniques, technology and innovation to its work in the design, procurement, occupation and |
|||
| Investment information | Ordinary shares £'000 |
D shares £'000 |
||
| The company was incorporated on 10 August 2011 and has not yet filed accounts at Companies House. |
Income recognised in the year Total cost Total valuation |
1 600 601 |
1 320 321 |
|
| Basis of valuation: Website: www.hilsonmoran.com |
Cost | Voting rights | 7.5 per cent. | 4.0 per cent. |
| Funds managed by Albion Ventures LLP have invested in this company and their combined equity holding in the company is 50.0 per cent. | ||||
| Kensington Health Clubs Limited December 2007. |
This company has developed a 29,000 square foot health and fitness club on a 999 year lease in West London which opened in | |||
| Audited results year to 30 September 2011 £'000 |
Investment information | Ordinary shares £'000 |
D shares £'000 |
|
| Turnover Profit before interest |
2,073 311 |
Income recognised in the year Total cost |
55 1,124 |
– – |
| Net assets Basis of valuation: |
322 Net asset value supported by third party valuation |
Total valuation Voting rights |
771 4.5 per cent. |
– – |
| Website: www.thirtysevendegrees.co.uk/olympia | ||||
| Funds managed by Albion Ventures LLP have invested in this company and their combined equity holding in the company is 50.0 per cent. | ||||
| CS (Brixton) Limited | ||||
| This company operates the freehold Ritzy Picture House cinema in Brixton. | ||||
| Audited results year to 31 December 2010 £'000 |
Investment information | Ordinary shares £'000 |
D shares £'000 |
|
| Turnover | 3,066 | Income recognised in the year | 35 | – |
| Profit before interest | 447 | Total cost | 356 | – |
by third party valuation Website: www.picturehouses.co.uk Funds managed and advised by Albion Ventures LLP have invested in this company and their combined equity holding in the company is 50.0 per cent.
| Lowcosttravelgroup Limited | |||||
|---|---|---|---|---|---|
| The company is an online travel company specialising in beach holidays and the provision of hotel transfers. | |||||
| The company has seen significant growth in bookings and has made a number of small acquisitions. | |||||
| Audited results | |||||
| year to 31 October 2010 | Investment information | Ordinary shares | D shares | ||
| £'000 | £'000 | £'000 | |||
| Total transaction value | 177,920 | ||||
| Turnover | 27,054 | Income recognised in the year | 9 | – | |
| Profit before interest and exceptional items | 1,725 | Total cost | 435 | – | |
| Net assets | 3,838 | Total valuation | 595 | – | |
| Basis of valuation: | Earnings multiple | Voting rights | 4.0 per cent. | – | |
| Website: www.lowcosttravelgroup.com | |||||
| Funds managed by Albion Ventures LLP have invested in this company and their combined equity holding in the company is 26.0 per cent. | |||||
Net assets 2,354 Total valuation 619 – Basis of valuation: Net asset value supported Voting rights 8.4 per cent. –
| Taunton Hospital is a specialist psychiatric hospital owner and operator in southern England. The building is freehold. | Audited results year to 30 April 2011 |
|||
|---|---|---|---|---|
| (abbreviated accounts) £'000 |
Investment information | Ordinary shares £'000 |
D shares £'000 |
|
| Income recognised in the year | 23 | – | ||
| Total cost | 576 | – | ||
| Net assets | 377 | Total valuation | 578 | – |
| Basis of valuation: | Cost | Voting rights | 9.1 per cent. | – |
| Website: www.orchardportman.com | ||||
| Funds managed by Albion Ventures LLP have invested in this company and their combined equity holding in the company is 50.0 per cent. |
Net assets of a portfolio company where a recent third party valuation has taken place, may have a higher valuation in Albion Development VCT PLC accounts than in its own, where the portfolio company does not have a policy of revaluing its fixed assets.
The Directors submit their Annual Report and the audited Financial Statements on the affairs of Albion Development VCT PLC (the "Company") for the year ended 31 December 2011.
The principal activity of the Company is that of a venture capital trust. It has been approved by H.M. Revenue & Customs ('HMRC') as a venture capital trust in accordance with Part 6 of the Income Tax Act 2007 and in the opinion of the Directors, the Company has conducted its affairs so as to enable it to continue to obtain such approval. Approval for the year ended 31 December 2011 is subject to review should there be any subsequent enquiry under corporation tax self assessment.
The Company is not a close company for taxation purposes and its shares are listed on The London Stock Exchange.
Under current tax legislation, shares in the Company provide tax-free capital growth and income distribution, in addition to the income tax relief which some investors would have obtained when they invested in the original share offer.
Details of the authorised and issued share capital, together with details of the movements in the Company's issued share capital during the year are shown in note 15.
The Company's share capital comprises Ordinary shares and D shares. As at 31 December 2011, Ordinary shares represented 82.7 per cent. of the total voting rights and D shares 17.3 per cent. of the total voting rights.
The Ordinary shares and D shares, are designed for individuals who are professionally advised private investors, seeking, over the long term, investment exposure to a diversified portfolio of unquoted investments. The investments are spread over a number of sectors, to produce a regular and predictable source of income, combined with the prospect of longer term capital growth.
During the year the Company issued 2,207,694 Ordinary shares under the Albion VCTs Linked Top Up Offer launched in November 2010. The Offer closed on 16 May 2011.
Both Ordinary shares and D shares rank pari passu for voting rights, save in respect of specific resolutions impacting their class, such as in the case of a reconstruction. Each Ordinary share and D share is entitled to one vote.
Ordinary and D shareholders are entitled to receive dividends paid out of the reserves attributable to their respective class of shares. Ordinary and D shareholders are entitled to the return on capital on winding up or other return on capital based on the surpluses attributable to their respective class of shares.
The Articles of the Company provide for the conversion of D shares into Ordinary shares in a ratio determined by the net asset values of each class.
The Company currently operates a Dividend Reinvestment Scheme, details of which can be found on www.albion-ventures.co.uk/Our Funds/Albion Development VCT PLC/Investor Centre under the Dividend Reinvestment Scheme section. During the year, the Company issued 158,474 new Ordinary shares and 17,497 D shares under the Dividend Reinvestment Scheme. Further details are shown in note 15.
On 1 November 2011 the Company announced the launch of the Albion VCTs Linked Top Up Offer 2011/2012. In aggregate, the Albion VCTs will be aiming to raise up to £15 million across seven of the VCTs managed by Albion Ventures LLP, of which Albion Development VCT PLC Ordinary shares proportion will be approximately £2.25 million. The maximum amount raised by each of the Albion VCTs will be 10 per cent. of its issued share capital (over any one 12 month period, and including any shares issued under Dividend Reinvestment Schemes), being the amount that they may issue under the Prospectus Rules without the publication of a full prospectus.
The proceeds of the Offer will be used to provide further resources to the Albion VCTs at a time when a number of attractive new investment opportunities are being seen. An Investor Guide and Offer document have been sent to shareholders.
As at 31 December 2011 and at the date of this report, the Company was not aware of any beneficial interest exceeding 3 per cent. of the aggregate voting rights of the Company. There have been no disclosures in accordance with Disclosure and Transparency Rule 5 made to the Company during the year ended 31 December 2011, and to the date of this report.
The shareholder profile of the Company (excluding treasury shares), as at 31 December 2011 is as follows:
| Number of | % | % |
|---|---|---|
| shares held | shareholders | share capital |
| 1 – 10,000 | 56.7 | 16.1 |
| 10,001 – 50,000 | 36.7 | 47.0 |
| 50,001 – 100,000 | 4.6 | 18.9 |
| 100,001 – 500,000 | 2.0 | 18.0 |
| D shares | ||
| Number of | % | % |
|---|---|---|
| shares held | shareholders | share capital |
| 1 – 10,000 | 37.8 | 11.1 |
| 10,001 – 50,000 | 52.9 | 52.5 |
| 50,001 – 100,000 | 6.9 | 20.2 |
| 100,001 – 500,000 | 2.4 | 16.2 |
The Company's investment strategy is to provide investors with a regular and predictable source of dividend income combined with the prospect of long term capital growth through allowing investors the opportunity to participate in a balanced portfolio of lower risk, asset-backed investments that provide a strong income stream, combined with investment in a smaller number of higher risk companies with greater growth prospects. In neither category would investee companies normally have any external borrowing with a charge ranking ahead of the Company. Up to two-thirds of qualifying investments by cost will comprise loan stock secured with a first charge on the portfolio company's assets.
Funds held pending investment or for liquidity purposes will be held as cash on deposit or in floating rate notes or similar instruments with banks or other financial institutions with a Moody's rating of A or above.
In addition to the investment policy described above, the HMRC rules drive the Company's investment allocation and risk diversification policies. In order to maintain status under Venture Capital Trust legislation, the following tests must be met:
(2) At least 70 per cent. of the value of its investments must have been represented throughout the year by shares or securities that are classified as 'qualifying holdings';
(3) At least 30 per cent. by value of its total qualifying holdings must have been represented throughout the year by holdings of 'eligible shares';
These tests drive a spread of investment risk through disallowing holdings of more than 15 per cent. in any portfolio company. The tests have been carried out and independently reviewed for the year ended 31 December 2011. The Company has complied with all tests and continues to do so.
'Qualifying Holdings' for Albion Development VCT PLC include shares or securities (including loans with a five year or greater maturity period) in companies which operate a 'qualifying trade' wholly or mainly in the United Kingdom. 'Qualifying trade' excludes, amongst other sectors, dealing in property or shares and securities, insurance, banking, agriculture, and operating or managing hotels or residential care homes. The Company may not control a portfolio company.
For the Ordinary share portfolio, the gross assets of a portfolio company must not exceed £15 million immediately prior to the investment and £16 million immediately thereafter and there is an annual investment limit of £1 million in each company.
For the D share Portfolio, the following additional restrictions on investment will apply;
● portfolio companies must have fewer than the equivalent of 50 full-time employees at the time of investment.
Those investments which are permitted for both classes of share will be allocated between them in the ratio of funds available for investment.
As defined by the Articles of Association, the Company's maximum exposure in relation to gearing is restricted to 10 per cent. of the adjusted share capital and reserves. As at 31 December 2011, the Company's maximum permitted exposure was £2,881,000 (2010: £2,791,000) and its actual short term and long term borrowing at this date was £nil (2010: £nil). The Directors do not currently have any intention to utilise long term gearing.
The pie chart on page 8 of the Manager's report shows the split of the portfolio valuation by industrial or commercial sector as at 31 December 2011. Details of the principal investments made by the Company are shown in the Portfolio of investments section on page 11.
A detailed review of the Company's business during the year and future prospects is contained in the Chairman's Statement on page 6 and Manager's report on page 8. Details of significant events which have occurred since the end of the financial year are listed in note 21. Details of related party transactions are shown in note 22.
The Directors do not foresee any major changes in the activity undertaken by the Company in the current year. The Company continues with its objective to invest in unquoted companies throughout the United Kingdom with a view to providing both capital growth and a reliable dividend income to shareholders over the long term.
The Company has delegated the investment management of the portfolio to Albion Ventures LLP, which is authorised and regulated by the Financial Services Authority. Albion Ventures LLP also provides company secretarial and other accounting and administrative support to the Company. Further details regarding the terms of engagement of the Manager are shown on page 23.
| Ordinary shares £'000 |
D £'000 |
shares Combined £'000 |
|
|---|---|---|---|
| Net revenue return | |||
| for the year ended | |||
| 31 December 2011 | 419 | 98 | 517 |
| Revenue dividend paid | |||
| on 31 May 2011 | (776) | (79) | (855) |
| Revenue dividend paid | |||
| on 30 September 2011 | (771) | (79) | (850) |
| Transfer from special | |||
| reserve for the year | |||
| ended 31 December 2011 | 1,547 –––––––––––– |
158 –––––––––––– |
1,705 –––––––––––– |
| Transferred to revenue | |||
| reserve | 419 –––––––––––– |
98 –––––––––––– |
517 –––––––––––– |
| Net capital return for | |||
| the year ended | |||
| 31 December 2011 | 1,004 | 59 | 1,063 |
| Transfer from special | |||
| reserve for the year | |||
| ended 31 December 2011 | 711 –––––––––––– |
– –––––––––––– |
711 –––––––––––– |
| Transferred to realised | |||
| and unrealised reserves | 1,715 | 59 | 1,774 |
| Net assets as at | –––––––––––– | –––––––––––– | –––––––––––– |
| 31 December 2011 | 22,905 | 5,909 | 28,814 |
| –––––––––––– | –––––––––––– | –––––––––––– | |
| Net asset value | |||
| per share as at | |||
| 31 December 2011 (pence) | 75.5 –––––––––––– |
93.0 –––––––––––– |
The Company paid a dividend of 5.00 pence per Ordinary share and 2.50 pence per D share during the year (2010: 8.00 pence per Ordinary share and 1.00 pence per D share).
As described in the Chairman's statement, the Board has declared a first dividend for the year ending 31 December 2012 of 2.50 pence per Ordinary share and 1.75 pence per D share. This dividend will be paid on 31 May 2012 to shareholders on the register as at 4 May 2012.
As shown in the Ordinary shares' Income statement on page 35, the total investment income has fallen slightly to £827,000 (2010: £835,000) due to lower dividends on investments received during the year. Consequently, the Company's total revenue return to equity holders has fallen slightly to £419,000 (2010: £447,000).
The Ordinary shares' total capital return for the year was £1,004,000 (2010: £706,000) which was mainly attributable to realised gains on investments offset by unrealised losses and expenses charged to capital.
The Ordinary shares' total return per share was 4.7 pence per share (2010: 3.9 pence per share).
The Ordinary shares' Balance sheet on page 37 shows that the net asset value per share has increased over the last year to 75.5 pence per share (2010: 75.4 pence per share). The increase in net asset value can be attributed to the unrealised gains on investments in the year and the buy-back of Ordinary shares by the Company at a discount to net asset value, partially offset by the payment of the dividend of 5.00 pence per Ordinary share during the year.
Cash flow for the Ordinary shares was positive for the year, with net proceeds from fundraising and the disposal of investments being partially offset by the payment of dividends and the buy-back of shares.
The D shares' income statement on page 35 showed an increase in income to £211,000 (2010: £89,000) due to an increase in interest received on new investments made during the year.
D shares' total capital return was £59,000 (2010: loss of £44,000) reflecting the unrealised gains on valuation of investments partially offset by the capitalisation of management fees for the year.
The D shares' total return per share was 2.5 pence per share (2010: loss of 0.6 pence per share).
The D shares' Balance sheet on page 38 shows a net asset value of 93.0 pence per share (2010: 93.0 pence per share). The consistency in net asset value can be attributed to the factors described above, notwithstanding the payment of the dividend of 2.5 pence per D share during the year.
The cash flow for the D shares was negative for the year as a result of new investments made, operating costs and dividends paid during the year.
The Directors believe that the following key performance indicators are the most important to the business.
The graph on page 4 shows Albion Development VCT PLC's Ordinary and D shares' net asset value total return against the FTSE All-Share Index total return, in both instances with dividends reinvested. Details on the performance of the net asset value and return per share for the year are shown above.
The total expense ratio for the Company for the year to 31 December 2011 was 3.0 per cent. (2010: 3.0 per cent.). The Company continues to comply with HMRC rules in order to maintain its status under Venture Capital Trust legislation as highlighted on page 18.
The Company operates a policy of buying back shares either for cancellation or for holding in treasury. Details regarding the current discount policy can be found on page 7 of the Chairman's statement.
In the Directors' view, there are no other non-financial performance indicators materially relevant to the business.
In addition to the current economic risks outlined in the Chairman's statement, the Board considers that the Company faces the following major risks and uncertainties:
Changes in economic conditions, including, for example, interest rates, rates of inflation, industry conditions, competition, political and diplomatic events and other factors could substantially and adversely affect the Company's prospects in a number of ways.
To reduce this risk, in addition to investing equity in portfolio companies, the Company often invests in secured loan stock and has a policy of not permitting any external bank borrowings within portfolio companies. Additionally, the Manager has been rebalancing the sector exposure of the portfolio with a view to reducing reliance on consumer led sectors.
This is the risk of investment in poor quality assets which reduces the capital and income returns to shareholders, and negatively impacts on the Company's reputation. By nature, smaller unquoted businesses, such as those that qualify for venture capital trust purposes, are more fragile than larger, long established businesses.
To reduce this risk, the Board places reliance upon the skills and expertise of the Manager and its strong track record for investing in this segment of the market. In addition, the Manager operates a formal and structured investment process, which includes an Investment Committee, comprising investment professionals from the Manager and at least one external investment professional. The Manager also invites, and takes into account, comments from all non-executive Directors of the Company on investments discussed at the
Investment Committee meetings. Investments are actively and regularly monitored by the Manager (investment managers normally sit on portfolio company boards) and the Board receives reports on each investment as part of the Manager's report at quarterly board meetings. It is the policy of the Company for portfolio companies to not normally have external borrowings.
The Company's investment valuation method is reliant on the accuracy and completeness of information that is issued by portfolio companies. In particular, the Directors may not be aware of or take into account certain events or circumstances which occur after the information issued by such companies is reported.
As described in note 2 of the Financial Statements, the unquoted equity investments, convertible loan stock and debt issued at a discount held by the Company are measured at fair value through profit or loss and valued in accordance with the International Private Equity and Venture Capital valuation Guidelines. These guidelines set out recommendations, intended to represent current best practice on the valuation of venture capital investments. These investments are valued on the basis of forward looking estimates and judgements about the business itself, its market and the environment in which it operates, together with the state of the mergers and acquisitions market, stock market conditions and other factors. In making these judgements the valuation takes into account all known material facts up to the date of approval of the Financial Statements by the Board. All other unquoted loan stock is measured at amortised cost.
The Company's current approval as a venture capital trust allows investors to take advantage of tax reliefs on initial investment and ongoing tax free capital gains and dividend income. Failure to meet the qualifying requirements could result in investors losing the tax relief on initial investment and loss of tax relief on any tax-free income or capital gains received. In addition, failure to meet the qualifying requirements could result in a loss of listing of the shares.
To reduce this risk, the Board has appointed the Manager, who has a team with significant experience in venture capital trust management, used to operating within the requirements of the venture capital trust legislation. In addition, to provide further formal reassurance, the Board has appointed PricewaterhouseCoopers LLP as its taxation advisers. PricewaterhouseCoopers LLP report quarterly to the Board to independently confirm compliance with the venture capital trust legislation, to highlight areas of risk and to inform on changes in legislation.
The Company is listed on The London Stock Exchange and is required to comply with the rules of the UK Listing Authority, as well as with the Companies Act, Accounting Standards and other legislation. Failure to comply with these regulations could result in a delisting of the Company's shares, or other penalties under the Companies Act or from financial reporting oversight bodies.
Board members and the Manager have experience of operating at senior levels within quoted businesses. In addition, the Board and the Manager receive regular updates on new regulation from its auditor, lawyers and other professional bodies.
Failures in key controls, within the Board or within the Manager's business, could put assets of the Company at risk or result in reduced or inaccurate information being passed to the Board or to shareholders.
The Audit Committee meets with the Manager's internal auditors, Littlejohn LLP, at least once a year, receiving a report regarding the last formal internal audit performed on the Manager, and providing the opportunity for the Audit Committee to ask specific and detailed questions. During the year the Board met with the internal audit Partner of Littlejohn LLP to discuss the most recent Internal Audit Report on the Manager. The Manager has a comprehensive business continuity plan in place in the event that operational continuity is threatened. Further details regarding the Board's management and review of the Company's internal controls through the implementation of the Turnbull guidance are detailed on page 30.
Measures are in place to mitigate information risk in order to ensure the integrity, availability and confidentiality of information used within the business.
The Company is reliant upon the services of Albion Ventures LLP for the provision of investment management and administrative functions. There are provisions within the Management Agreement for the
change of Manager under certain circumstances (for more detail, see the Management agreement paragraph on page 23). In addition, the Manager has demonstrated to the Board that there is no undue reliance placed upon any one individual within Albion Ventures LLP.
By its nature, as a venture capital trust, the Company is exposed to investment risk (which comprises investment price risk and cash flow interest rate risk), credit risk and liquidity risk. The Company's policies for managing these risks and its financial instruments are outlined in full in note 19 to the Financial Statements.
All of the Company's income and expenditure is denominated in sterling and hence the Company has no foreign currency risk. The Company is financed through equity and does not have any borrowings. The Company does not use derivative financial instruments for speculative purposes.
The management and administration of Albion Development VCT PLC is undertaken by the Manager. Albion Ventures LLP recognises the importance of its environmental responsibilities, monitors its impact on the environment, and designs and implements policies to reduce any damage that might be caused by its activities. Initiatives designed to minimise the Company's impact on the environment include recycling and reducing energy consumption as will be shown in the financial statements of Albion Ventures LLP.
The Company is managed by Albion Ventures LLP and hence has no employees other than its Directors.
The Directors who held office throughout the year, and their interests in the shares of the Company (together with those of their immediate family) are shown below:
| 31 March 2012 | ||
|---|---|---|
| Ordinary | D | |
| shares | shares | |
| Andrew Phillipps | 141,482 | 25,625 |
| David Pinckney | 5,000 | – |
| Jonathan Thornton | 86,157 | 10,400 |
| Geoffrey Vero | 17,957 ––––––––– |
10,400 ––––––––– |
| Total | 250,596 ––––––––– |
46,425 ––––––––– |
| 31 December 2011 | ||
|---|---|---|
| Ordinary | D | |
| shares | shares | |
| Andrew Phillipps | 141,482 | 25,625 |
| David Pinckney | 5,000 | – |
| Jonathan Thornton | 86,157 | 10,400 |
| Geoffrey Vero | 13,947 ––––––––– |
10,400 ––––––––– |
| Total | 246,586 ––––––––– |
46,425 ––––––––– |
| 31 December 2010 | ||
| Ordinary | D |
|---|---|
| shares | shares |
| 123,000 | 25,625 |
| 5,000 | – |
| 73,896 | 10,400 |
| 12,000 | 10,400 ––––––––– |
| 213,896 | 46,425 ––––––––– |
| ––––––––– ––––––––– |
Between 31 December 2011 and the date of this report, 4,010 Ordinary shares were acquired by Geoffrey Vero under the Albion VCTs Linked Top Up Offer 2011/2012.
Partners and staff of Albion Ventures LLP, the Manager, hold a total of 99,167 Ordinary and 141,648 D shares in the Company.
All Directors are members of the Audit Committee of which David Pinckney is Chairman.
Further details regarding the Directors' remuneration are shown on page 32.
Each Director has entered into a Deed of indemnity with the Company pursuant to which, the Company agrees, subject to the provisions of the Companies Act 2006 and the limitations set out in each deed, to indemnify each Director against any liability arising out of any claim made against him in relation to the performance of his duties as a Director of the Company. A copy of each Deed of indemnity entered into by the Company for each Director is available at the registered office of the Company.
Directors' retirement and re-election is subject to the Articles of Association and the UK Corporate Governance Code on Corporate Governance. At the forthcoming Annual General Meeting, David Pinckney and Jonathan Thornton, having served as Directors for longer than nine years, will retire and offer themselves for re-election.
Under the Management agreement, the Manager provides investment management, secretarial and administrative services to the Company. The Management agreement may be terminated by either party on 12 months' notice and is subject to earlier termination in the event of certain breaches or on the insolvency of either party. The Manager is paid an annual fee equal to 2.25 per cent. of the net asset value of the Company paid quarterly in arrears.
Total annual expenses, including the management fee, are limited to 3.5 per cent. of the net asset value.
In line with common practice, the Manager is also entitled to an arrangement fee, payable by each portfolio company, of approximately 2 per cent. on each investment made.
The Management performance incentive structure sets a minimum target level, comprising the aggregate of dividends and net asset value per share, at 6.5 pence per share per annum. The Ordinary shares' target minimum return is cumulative from 1 January 2007 (which used the pro forma net asset value of 98.70 pence per share), and for the D shares, is 100.00 pence per share.
In the event that the minimum return is not reached in one year, the shortfall needs to be made up in following years. The incentive fee is set at 20 per cent. of the excess return.
There was no management performance incentive fee payable during the year.
The Board, through the Audit Committee has evaluated the remuneration and performance of the Manager based on the returns generated by the Company, the continuing achievement of the 70 per cent. investment requirement for Venture Capital Trust status, the long term prospects of investments, a review of the Management agreement and the services provided therein, and benchmarking the performance and remuneration of the Manager to other service providers. The Board believes that it is in the interests of shareholders as a whole, and of the Company, to continue the appointment of the Manager for the forthcoming year.
The Company co-invests with other venture capital trusts and funds managed by Albion Ventures LLP. Allocation of investments is on the basis of an allocation agreement which is based, inter alia, on the ratio of funds available for investment.
In 2007, the Audit Committee undertook a tendering exercise for the provision of audit services. As a result of this process, PKF (UK) LLP were appointed as Auditor with effect from 2008. The Audit Committee annually reviews and evaluates the standard and quality of service provided by the Auditor, as well as value for money in the provision of these services. A resolution to re-appoint PKF (UK) LLP as Auditor will be proposed at the forthcoming Annual General Meeting.
The Company's policy is to pay all supplier invoices within 30 days of the invoice date, or as otherwise agreed. There were no overdue trade creditors at 31 December 2011 (2010: nil). Creditor days as at 31 December 2011 were nil days (2010: 77 days).
The Annual General Meeting will be held at the City of London Club, 19 Old Broad St, London, EC2N 1DS at 11.30am on Friday 15 June 2012. The notice of the Annual General Meeting is at the end of this document.
Following the Annual General Meeting, there will be class meetings for Ordinary shares and D shares in order to consider the proposals relating to the cancellation of share capital and reserves.
The proxy form enclosed with this Annual Report and Financial Statements permits shareholders to disclose votes 'for', 'against', and 'withheld'. A 'vote withheld' is not a vote in law and will not be counted in the proportion of the votes for and against the resolution. A summary of proxies lodged at the Annual General Meeting will be published at www.albion-ventures.co.uk within the 'Our Funds' section by clicking on Albion Development VCT PLC.
Resolutions relating to the following items of special business will be proposed at the forthcoming Annual General Meeting for which shareholder approval is required in order to comply either with the Companies Act or the Listing Rules of the Financial Services Authority.
Ordinary resolution number 7 will request authority to send all documents, notices and information to shareholders by electronic means (as such term is defined in the Financial Services Authority's Disclosure and Transparency Rules) including by means of a website and in all electronic forms. With effect from 20 January 2007 the Companies Act 2006 introduced new provisions enabling companies to communicate with shareholders by electronic and/or website communication. A company is allowed to send documents to a shareholder in electronic form (subject to consent of the shareholders) via a website. Before the Company can communicate with a shareholder by means of website communication:
The Company must have received a positive response in order for consent to electronic communications to have been given. The Company will notify the shareholder (either by post, or by other permitted means) when a relevant document or information is placed on the website and a shareholder retains the right to request a hard copy version of the document or information.
These new provisions should lead to administrative cost savings in the future and the Company plans to contact shareholders individually for their consent to receive communications from the Company via its website or to elect to receive communications either electronically or in hard copy.
Special resolution number 8 will propose the removal of the concept of authorised share capital from the Company's Articles, as permitted by the Companies Act 2006.
Directors will still be limited as to the number of shares they can at any time allot because an allotment authority for the Company continues to be required under the Companies Act 2006.
Ordinary resolution number 9 will request the authority to allot up to 10 per cent. of the issued Ordinary and D share capital.
During the year Ordinary and D shares were allotted as described in detail in note 15.
The Directors do not currently have any intention to allot shares, apart from the Albion VCTs Linked Top Up Offers, the Dividend Reinvestment Schemes and reissuing treasury shares where it is in the Company's interest to do so.
The Company currently holds 3,428,000 Ordinary shares in treasury representing 10.0 per cent. of the Ordinary share capital in issue as at 31 March 2012.
There are no D shares held in treasury.
This resolution replaces the authority given to the Directors at the Annual General Meeting in 2011. The authority sought at the forthcoming Annual General Meeting will expire 18 months from the date that this resolution is passed or at the conclusion of the next Annual General Meeting of the Company, whichever is earlier.
Special resolution number 10 will request authority for Directors to allot equity securities for cash without first being required to offer such securities to existing members. This will include the sale on a non pre-emptive basis of any shares the Company holds in treasury for cash. The authority relates to a maximum of 10 per cent. of the issued Ordinary and D share capital of the Company as at the date of this Report.
This resolution replaces the authority given to the Directors at the Annual General Meeting in 2011. The authority sought at the forthcoming Annual General Meeting will expire 18 months from the date this resolution is passed or at the conclusion of the next Annual General Meeting of the Company, whichever is earlier. Members should note that this resolution also applies to treasury shares.
Special resolution number 11 will request the authority to purchase approximately 14.99 per cent. of the Company's issued Ordinary share capital and issued D share capital at, or between, the minimum and maximum prices specified in resolution 11.
Shares bought back under this authority may be cancelled and up to 10 per cent. can be held in treasury.
The Board believes that it is helpful for the Company to continue to have the flexibility to buy its own shares and this resolution seeks authority from shareholders to do so.
This resolution would renew the 2011 authority, which was in similar terms. During the financial year under review, the Company purchased 723,700 Ordinary shares to be held in treasury, cancelled 500,000 Ordinary shares from treasury and purchased 482,372 Ordinary shares for cancellation. Further information is shown in note 15.
The authority sought at the forthcoming Annual General Meeting will expire 18 months from the date this resolution is passed or at the conclusion of the next Annual General Meeting of the Company, whichever is earlier. Members should note that this resolution also applies to treasury shares.
Under the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 (the "Regulations"), shares purchased by the Company out of distributable profits can be held as treasury shares, which may then be cancelled or sold for cash. The authority sought by these resolutions is intended to apply equally to shares to be held by the Company as treasury shares in accordance with the Regulations.
Special resolution number 12 will request the authority for Directors to sell treasury shares at the higher of the prevailing share price and the price bought in at.
Special resolutions number 13 and 14 are part of a proposal (the 'Proposal') by the Board to increase the Company's distributable reserves by way of a reduction of the Ordinary and D shares' share capital and cancellation of its capital redemption and share premium reserves, subject to shareholder approval, approval of the Ordinary shareholders as a class, approval of the D shareholders as a class and confirmation by the Court.
It is the Board's policy to pay regular and predictable dividends to shareholders as the Directors believe that this is a key source of shareholder value. The Company also has a policy of buying back its own shares for cancellation or for holding as treasury shares, when such purposes are considered to be to the advantage of the Company and shareholders as a whole. These shares are purchased at a discount to Net Asset Value which enhances the Company's Net Asset Value per share.
Under the Companies Act 2006 (the 'Act'), the Company is only permitted to pay dividends and to make buy backs from its accumulated distributable reserves. Therefore the Board believes that increasing the distributable reserves is in the interests of shareholders. Details of these reserves are shown on page 39 of this Annual Report and Financial Statements.
The Directors believe that the Company should restructure its balance sheet by (1) cancelling and extinguishing 49 pence of the amount paid up on each of its issued Ordinary and D shares and reducing the nominal value of its issued Ordinary shares from 50 pence to 1 penny per share; (2) cancelling and extinguishing 49 pence of the amount paid up on each of its issued D shares and reducing the nominal value of its issued D shares from 50 pence to 1 penny per share; and (3) cancelling the sum credited to its capital redemption and share premium reserves attributable to the Ordinary and D shares.
As stated in note 15 of the Company's Financial Statements, the Company's issued share capital as at 31 December 2011 was 33,823,795 Ordinary shares of 50 pence each and 6,352,652 D shares of 50 pence each, all of which had been issued as fully paid. Since 31 December 2011, an additional 1,922,987 Ordinary shares have been issued up to the date of this report. If the nominal value of each of these issued Ordinary shares is reduced from 50 pence to 1 penny, the Company's issued share capital will be reduced from £17,853,693 to £357,074 for Ordinary shares and £3,176,326 to £63,526 for D shares.
The Company's capital redemption reserve was created as a result of previous buy-backs of the Company's shares. As at 31 December 2011, the amount credited to the Ordinary shares capital redemption reserve was £1,916,748 and £nil was credited to the D shares capital redemption reserve.
The Ordinary and D shares' share premium reserves account for the difference between the price paid for shares and the nominal value of the shares, less issue costs and transfers to special reserve. As at 31 December 2011, the amount credited to the Ordinary share's share premium account was £631,698 and to the D share's share premium account was £5,036.
It is anticipated that the Company will issue further shares and carry out further buy-backs of Ordinary shares before the date of the final hearing (the "Final Hearing") of the Company's application to reduce its share capital and cancel its capital redemption reserve and share premium accounts. The Company's issued share capital and amount credited to the capital redemption and share premium reserves will therefore be subject to changes after the Company's Annual General Meeting. Special resolutions numbers 13 and 14 provide for (i) the reduction in nominal value of any Ordinary shares of 50 pence each which are in issue at the close of business on the day before the date of the Final Hearing; (ii) the reduction in nominal value of any D shares of 50 pence each which are in issue at the close of business on the day before the Final Hearing; and (iii) the cancellation of the amount credited to the Company's capital redemption and share premium reserves attributable to the Ordinary and the D shares as at the close of business on the day before the date of the Final Hearing.
The Proposal is a means of increasing the Company's distributable reserves available for the payment of dividends, for share buy-backs and for other corporate purposes. Subject to any creditor protection demanded by the Court (see below), the proposed reduction of share capital and cancellation of its capital redemption and special reserves will create additional distributable reserves of approximately £20.0 million for the Ordinary shares and £3.1 million for the D shares.
As there is nothing in the Company's Articles prohibiting it from doing so, the Company may reduce its share capital and cancel its capital redemption and share premium
reserves by obtaining the approval of shareholders by special resolution, approval of the Ordinary shareholders as a class and approval of the D shareholders as a class. If the special resolution is approved by shareholders and approvals of the Ordinary and D shareholders, each as a class is received, the Company will apply to Court for a Court Order and this is expected to take place during July 2012. The Court may require the Company to protect the interests of the creditors of the Company and the Company can confirm that it will seek approval from all creditors to this proposal. The main creditors, namely the Manager, and Berwin Leighton Paisner have already given their consent to the Proposal.
In order for the cancellation of share capital to become effective, the Court Order confirming the reduction must be filed at Companies House for registration by the Registrar of Companies, usually 2-3 days after the date of Court approval.
The notice of the General Meeting of the Ordinary shareholders is at page 67 and the notice of the General Meeting of the D shareholders is at page 70. The proxy forms enclosed with this Annual Report and Financial Statements permit Ordinary shareholders and D shareholders to disclose votes 'for', 'against', and 'withheld' respectively. A 'vote withheld' is not a vote in law and will not be counted in the proportion of the votes for and against the resolution. A summary of proxies lodged at each of the General Meeting of the Ordinary shareholders and the General Meeting of the D shareholders will be published at www.albion-ventures.co.uk within the 'Our Funds' section by clicking on Albion Development VCT PLC.
Your Board believes that the passing of the resolutions above are in the best interests of the Company and its Shareholders as a whole, and unanimously recommends that you vote in favour of all the proposed resolutions, as the Directors intend to do in respect of their own beneficial shareholdings.
The Directors are responsible for preparing the Directors' report and enhanced business review, the Directors' remuneration report and the Financial Statements in accordance with applicable law and regulations. They are also responsible for ensuring that the Annual Report includes information required by the Listing Rules of the Financial Services Authority.
Company law requires the Directors to prepare Financial Statements for each financial year. Under that law the Directors have elected to prepare the Financial Statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these Financial Statements the Directors are required to:
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions, to disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of the Financial Statements and other information included in annual reports may differ from legislation in other jurisdictions.
The Directors confirm, to the best of their knowledge that:
position of the Company, together with a description of the principal risks and uncertainties that it faces.
The names and functions of all the Directors are stated on page 9.
In the case of the persons who are Directors of the Company at the date of approval of this Report:
that the Company's Auditor is aware of that information.
This disclosure is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
By Order of the Board
Company Secretary 1 King's Arms Yard London EC2R 7AF 11 April 2012
The Financial Services Authority requires all listed companies to disclose how they have applied the principles and complied with the provisions of the UK Corporate Governance Code ("the Code") issued by the Financial Reporting Council ("FRC") in May 2010.
The Board of Albion Development VCT PLC has also considered the principles and recommendations of the AIC Code of Corporate Governance ("AIC Code") by reference to the AIC Corporate Governance Guide for Investment Companies ("AIC Guide"). The AIC Code, as explained by the AIC Guide, addresses all the principles set out in Section 1 of the UK Corporate Governance Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to Albion Development VCT PLC.
The Board considers that reporting against the principles and recommendations of the AIC Code, and by reference to the AIC Guide (which incorporates the UK Corporate Governance Code), will provide better information to shareholders than reporting under the Code alone.
The Company has complied with the recommendations of the AIC Code and the relevant provisions of the Code, except as set out below.
The Board attaches importance to matters set out in the Code and applies its principles. However, as a venture capital trust company, most of the Company's day-to-day responsibilities are delegated to third parties and the Directors are all non-executive. Thus, not all the provisions of the Code are directly applicable to the Company.
The Board consists solely of non-executive Directors. Since all Directors are non-executive and day-to-day management responsibilities are sub-contracted to the Manager, the Company does not have a Chief Executive Officer. Given the small size of the Board and as the Board comprises wholly non-executive Directors, it has not been considered necessary to appoint a Senior Independent Director.
Geoffrey Vero is the Chairman of the Company and is considered independent. David Pinckney, Andrew Phillipps and Jonathan Thornton are also considered independent Directors.
David Pinckney and Jonathan Thornton have been Directors of the Company for more than nine years and, in accordance with the recommendations of the AIC code, are subject to annual re-election. The Board does not consider that a Director's length of service reduces his ability to act independently of the Manager.
The Directors have a range of business and financial skills which are relevant to the Company; these are described in the Board of Directors section of this Report, on page 9. Directors are provided with key information on the Company's activities, including regulatory and statutory requirements, and internal controls, by the Manager. The Board has access to secretarial advice and compliance services by the Manager, who is responsible for ensuring that Board procedures are followed and applicable procedures complied with. All Directors are able to take independent professional advice in furtherance of their duties if necessary. In accordance with the UK Corporate Governance Code, the Company has in place Directors' & Officers' Liability Insurance.
The Board met four times during 2011 as part of its regular programme of Board meetings. In addition, and in accordance with best practice, a further meeting took place without the Manager present. All of the Directors attended each meeting. A sub-committee of the Board comprising two directors met twice during the year to allot shares issued under the Dividend Reinvestment Scheme. In addition, subcommittees of the Board met to finalise matters relating to the Albion VCTs Linked Top Up Offers and to allot shares under the Offers.
The Chairman ensures that all Directors receive in a timely manner, all relevant management, regulatory and financial information. The Board receives and considers reports regularly from the Manager and other key advisers, and ad hoc reports and information are supplied to the Board as required. The Board has a formal schedule of matters reserved for it and the agreement between the Company and its Manager sets out the matters over which the Manager has authority and limits beyond which Board approval must be sought.
The Manager has authority over the management of the investment portfolio, the organisation of custodial services, accounting, secretarial and administrative services. The main issues reserved for the Board include:
Performance of the Board and the Directors is assessed on the following:
The Board believes that it has the right balance of independence, skills, experience and knowledge for the effective governance of the Company. The Board considers any skills gaps in existence and takes action to remedy these where necessary.
Directors are offered training, both at the time of joining the Board and on other occasions where required. The Board also undertakes a proper and thorough evaluation of its committees on an annual basis.
As a result of the performance evaluation process, David Pinckney and Jonathan Thornton are considered to be effective Directors and demonstrate strong commitment to the role. The Board believes it to be in the best interests of the Company to propose that these Directors be re-elected at the forthcoming Annual General Meeting.
Since the Company has no executive directors, the detailed Directors' Remuneration disclosure requirements set out in the Listing Rules are not considered relevant.
The Audit Committee consists of all Directors. David Pinckney is Chairman of the Audit Committee. In accordance with the Code, the members of the Audit Committee have recent and relevant financial experience. The Committee met twice during the year ended 31 December 2011; all members attended.
Written terms of reference have been constituted for the Audit Committee, these are as follows:
reviewing the Company's financial controls;
considering and reviewing the effectiveness of the Company's internal controls and risk management systems;
During the year under review, the Committee discharged the responsibilities described above. Its activities included:
The Committee reviews the performance and continued suitability of the Company's external Auditor on an annual basis. They assess the external Auditor's independence, qualification, extent of relevant experience, effectiveness of audit procedures as well as the robustness of their quality assurance procedures. In advance of each audit, the Committee obtains confirmation from the external Auditor that they are independent and of the level of non-audit fees earned by them and their affiliates. There were no non-audit fees charged to the Company during the year (2010: nil).
Where non-audit fee levels are considered significant, the Committee considers the appropriateness of the independence safeguards put in place by the Auditor. Note 6 details the total fees paid to PKF (UK) LLP in the financial year to 31 December 2011. The Committee considers PKF (UK) LLP to be independent of the Company, and that the provision of non-audit services does not threaten the objectivity and independence of the audit. As part of its annual review procedures, the Committee has obtained sufficient assurance from their own evaluation and the audit feedback documentation. Based on the assurance obtained, the Committee has recommended to the Board that PKF (UK) LLP is reappointed and that a resolution to this effect be proposed at the forthcoming Annual General Meeting.
The Nomination Committee consists of all Directors, with Geoffrey Vero as Chairman. Given the size of the Board, this facilitates more effective and efficient communication. The terms of reference of the Nomination Committee are to evaluate the balance of skills, experience and time commitment of the current Board members and make recommendations to the Board as and when a particular appointment arises. The Nomination Committee did not meet during 2011 and will meet when it is appropriate for it to do so.
The terms and conditions of Directors' appointment are available for inspection at the Annual General Meeting.
In accordance with the UK Corporate Governance Code, the Board has an established process for identifying, evaluating and managing the significant risks faced by the Company. This process has been in place throughout the year and continues to be subject to regular review by the Board in accordance with the Internal Control Guidance for Directors in the UK Corporate Governance Code published in September 1999 and updated in 2005 (the "Turnbull guidance"). The Board is responsible for the Company's system of internal control and for reviewing its effectiveness. However, such a system is designed to manage, rather than eliminate the risks of failure to achieve the Company's business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.
The Board's monitoring covers all controls, including financial, operational and compliance controls, and risk management. The Board receives each year from the Manager, a formal report, which details the steps taken to monitor the areas of risk, including those that are not directly the responsibility of the Manager, and which reports the details of any known internal control failures. Steps are and continue to be taken to embed the system of internal control and risk management into the operations and culture of the Company and its key suppliers, and to deal with areas of improvement which come to the Manager's and the Board's attention.
The Board, through the Audit Committee, has performed a specific assessment for the purpose of this Annual Report and Financial Statements. This assessment considers all significant aspects of internal control arising during the year. The Audit Committee assists the Board in discharging its review responsibilities.
The main features of the internal control system with respect to financial reporting, in place throughout the year are:
As the Board has delegated the investment management and administration of the Company to Albion Ventures LLP, the Board feels that it is not necessary to have its own internal audit function. Instead, the Board had access to Littlejohn LLP, which, as internal Auditor for Albion Ventures LLP, undertakes periodic examination of the business processes and control environment at Albion Ventures LLP, and ensures that any recommendations to implement improvements in controls are carried out. Littlejohn reports formally to the Board of Albion Development VCT PLC on an annual basis. The Board will continue to monitor its system of internal control in order to provide assurance that it operates as intended.
In accordance with "Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009" issued by
the Financial Reporting Council, the Board has assessed the Company's operation as a going concern. The Company has significant cash and liquid resources for the foreseeable future. The portfolio of investments is well diversified in terms of sector, and the major cash outflows of the Company (namely investments, buy-backs and dividends) are within the Company's control. Accordingly, after making diligent enquiries the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, the Directors have adopted the going concern basis in preparing the accounts.
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. The Company's business activities, together with details of its performance are shown in the Directors' report and enhanced business review.
Directors review the disclosure of conflicts of interest annually, with any changes reviewed and noted at the beginning of each Board meeting. A Director who has conflicts of interest has two independent Directors authorise those conflicts. Procedures to disclose and authorise conflicts of interest have been adhered to throughout the year.
Details regarding the Company's capital structure, substantial interests and Directors' powers to buy and issue shares are detailed in full on pages 17 and 24 respectively of the Directors' report and enhanced business review. The Company is not party to any significant agreements that may take effect, alter or terminate upon a change of control of the Company following a takeover bid.
Any amendments to the Company's Articles of Association are by way of a special resolution subject to ratification by shareholders.
The Company's Annual General Meeting at 11.30am on 15 June 2012 will be used as an opportunity to communicate with investors. The Board, including the Chairman of the Audit Committee, will be available to answer questions at the Annual General Meeting.
At the Annual General Meeting, the level of proxies lodged on each resolution, the balance for and against the resolution, and the number of votes withheld, are announced after the resolution has been voted on by a show of hands.
The Annual General Meeting will also include a presentation from the Manager on the portfolio and on the Company, and a presentation from a portfolio company.
Shareholders are able to access the latest information on the Company via the Albion Ventures LLP website www.albionventures.co.uk under the "Our Funds" section.
Any enquiries relating to shareholdings and share certificates or changes to personal details can be directed to Computershare Investor Services PLC:
Tel: 0870 873 5853 UK national rate call (lines are open 8.30am – 5.30pm, Mon – Fri) Website: www.computershare.co.uk
Contact information and frequently asked questions: wwwuk.computershare.com/Investor/contactus
Specific enquiries relating to the performance of the Fund should be directed to Albion Ventures LLP:
Tel: 020 7601 1850 (lines are open 9.00am – 5.30pm, Mon – Fri, calls may be recorded) Email: [email protected]
The Company's share buy-back programme operates in the market through brokers. In order to sell shares, as they are quoted on the London Stock Exchange, investors should approach a broker to undertake the sale. Banks may be able to assist shareholders with a referral to a broker within their banking group.
With the exception of the requirement to have a Senior Independent Director and a Remuneration Committee, the Directors consider that the Company has complied throughout the year ended 31 December 2011 with all the relevant provisions set out in Section 1 of the Code, and with the AIC Code of Corporate Governance. The Company continues to comply with the Code as at the date of this report.
By Order of the Board
Chairman 1 King's Arms Yard London EC2R 7AF 11 April 2012
This report is submitted in accordance with Section 420 of the Companies Act 2006. The report also meets the relevant rules of the Listing Rules of the Financial Services Authority and describes how the Board has applied the principles relating to the Directors' remuneration. As required by the Act, a resolution to approve the report will be proposed at the Annual General Meeting.
Since the Company's Board consists solely of non-executive Directors and there are no executive employees, a Remuneration Committee is not considered necessary.
The Company's policy is that fees payable to non-executive Directors should reflect their expertise, responsibilities and time spent on Company matters. In determining the level of non-executive remuneration, market equivalents are considered in comparison to the overall activities and size of the Company.
The maximum level of non-executive Directors' remuneration is fixed by the Company's Articles of Association, not to exceed £100,000 per annum; amendment to this is by way of a special resolution subject to ratification by shareholders.
The graphs below show Albion Development VCT PLC's Ordinary and D shares' share price total return against the FTSE All-Share Index total return, in both instances with dividends reinvested, since launch. The Directors consider the FTSE All-Share Index to be the most appropriate benchmark for the Company. Investors should, however, be reminded that shares in VCTs generally trade at a discount to the actual net asset value of the Company.
There are no options, issued or exercisable, in the Company which would distort the graphical representation.
Source: Albion Ventures LLP
Methodology: The share price return to the shareholder, including original amount invested (rebased to 100) from launch, assuming that dividends were re-invested at the share price of the Company at the time the shares were quoted ex-dividend. Transaction costs are not taken into account.
None of the Directors has a service contract with the Company.
The Company's Articles of Association provide for the resignation and, if approved, re-election of the Directors every three years at the Annual General Meeting. At the forthcoming Annual General Meeting David Pinckney and Jonathan Thornton will retire and be proposed for re-election.
Directors' remuneration
The following items have been audited.
The following table shows an analysis of the remuneration of individual Directors, exclusive of National Insurance or VAT:
| 31 December 2011 | 31 December 2010 | |
|---|---|---|
| £'000 | £'000 | |
| Jonathan Thornton | 20.5 | 20.5 |
| Andrew Phillipps | 20.5 | 20.5 |
| David Pinckney | 20.5 | 20.5 |
| Geoffrey Vero | 20.5 –––––––––––– |
20.5 –––––––––––– |
| 82.0 –––––––––––– |
82.0 –––––––––––– |
|
The Company does not confer any share options, long term incentives or retirement benefits to any Director, nor does it make a contribution to any pension scheme on behalf of the Directors.
Each Director of the Company was remunerated personally through the Manager's payroll which has been recharged to the Company, save for Jonathan Thornton whose services were provided by Jonathan Thornton Limited during the year.
In addition to Directors' remuneration, the Company pays an annual premium in respect of Directors' & Officers' Liability Insurance of £9,063 (2010: £9,450).
By Order of the Board
Company Secretary 1 King's Arms Yard London, EC2R 7AF 11 April 2012
We have audited the Financial Statements of Albion Development VCT PLC for the year ended 31 December 2011 which comprise the Income statement, the Balance sheet, the Reconciliation of movements in shareholders' funds, the Cash flow statement and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
As explained more fully in the Statement of Directors' responsibilities, the Directors are responsible for the preparation of the Financial Statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the Financial Statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
An audit involves obtaining evidence about the amounts and disclosures in the Financial Statements sufficient to give reasonable assurance that the Financial Statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the Financial Statements. In addition, we read all the financial and non-financial information in the Annual report to identify material inconsistencies with the audited Financial Statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
In our opinion the Financial Statements:
In our opinion:
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report to you if, in our opinion:
Under the Listing Rules we are required to review:
Rhodri Whitlock (Senior statutory auditor) for and on behalf of PKF (UK) LLP, Statutory auditor London, UK 11 April 2012
| Combined | Combined | ||||||
|---|---|---|---|---|---|---|---|
| Year ended 31 December 2011 | Year ended 31 December 2010 | ||||||
| Revenue | Capital | Total | Revenue | Capital | Total | ||
| Note | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Gains on investments | 3 | – | 1,421 | 1,421 | – | 1,005 | 1,005 |
| Investment income | 4 | 1,038 | – | 1,038 | 924 | – | 924 |
| Investment management fees | 5 | (162) | (484) | (646) | (152) | (457) | (609) |
| Other expenses | 6 | (207) –––––––––– |
– –––––––––– |
(207) –––––––––– |
(229) –––––––––– |
– –––––––––– |
(229) –––––––––– |
| Return on ordinary activities before tax | 669 | 937 | 1,606 | 543 | 548 | 1,091 | |
| Tax (charge)/credit on ordinary activities | 8 | (152) –––––––––– |
126 –––––––––– |
(26) –––––––––– |
(82) –––––––––– |
114 –––––––––– |
32 –––––––––– |
| Return attributable to shareholders | 517 –––––––––– |
1,063 –––––––––– |
1,580 –––––––––– |
461 –––––––––– |
662 –––––––––– |
1,123 –––––––––– |
The accompanying notes on pages 45 to 62 form an integral part of these Financial Statements.
The total column of this Income statement represents the profit and loss account of the Company. The supplementary revenue and capital columns have been prepared in accordance with The Association of Investment Companies' Statement of Recommended Practice.
All revenue and capital items in the above statement derive from continuing operations.
There are no recognised gains or losses other than the results for the year disclosed above. Accordingly a Statement of total recognised gains and losses is not required.
The difference between the reported profit on ordinary activities before tax and the historical profit is due to the fair value movements on investments. As a result a note on historical cost profit and losses has not been prepared.
Disclosure of basic and diluted earnings per share is given in the underlying Ordinary and D share fund Income statements on the following pages.
| Ordinary shares | Ordinary shares | ||||||
|---|---|---|---|---|---|---|---|
| Year ended 31 December 2011 | Year ended 31 December 2010 | ||||||
| Revenue | Capital | Total | Revenue | Capital | Total | ||
| Note | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Gains on investments | 3 | – | 1,289 | 1,289 | – | 985 | 985 |
| Investment income | 4 | 827 | – | 827 | 835 | – | 835 |
| Investment management fees | 5 | (129) | (385) | (514) | (125) | (376) | (501) |
| Other expenses | 6 | (159) –––––––––– |
– –––––––––– |
(159) –––––––––– |
(185) –––––––––– |
– –––––––––– |
(185) –––––––––– |
| Return on ordinary activities before tax | 539 | 904 | 1,443 | 525 | 609 | 1,134 | |
| Tax (charge)/credit on ordinary activities | 8 | (120) –––––––––– |
100 –––––––––– |
(20) –––––––––– |
(78) –––––––––– |
97 –––––––––– |
19 –––––––––– |
| Return attributable to shareholders | 419 –––––––––– |
1,004 –––––––––– |
1,423 –––––––––– |
447 –––––––––– |
706 –––––––––– |
1,153 –––––––––– |
|
| Basic and diluted return per | |||||||
| share (pence)* | 10 | 1.4 –––––––––– |
3.3 –––––––––– |
4.7 –––––––––– |
1.5 –––––––––– |
2.4 –––––––––– |
3.9 –––––––––– |
| D shares | D shares | ||||||
|---|---|---|---|---|---|---|---|
| Year ended 31 December 2011 | Year ended 31 December 2010 | ||||||
| Revenue | Capital | Total | Revenue | Capital | Total | ||
| Note | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Gains on investments | 3 | – | 132 | 132 | – | 20 | 20 |
| Investment income | 4 | 211 | – | 211 | 89 | – | 89 |
| Investment management fees | 5 | (33) | (99) | (132) | (27) | (81) | (108) |
| Other expenses | 6 | (48) –––––––––– |
– –––––––––– |
(48) –––––––––– |
(44) –––––––––– |
– –––––––––– |
(44) –––––––––– |
| Return/(loss) on ordinary activities before tax | 130 | 33 | 163 | 18 | (61) | (43) | |
| Tax (charge)/credit on ordinary activities | 8 | (32) –––––––––– |
26 –––––––––– |
(6) –––––––––– |
(4) –––––––––– |
17 –––––––––– |
13 –––––––––– |
| Return/(loss) attributable to shareholders | 98 –––––––––– |
59 –––––––––– |
157 –––––––––– |
14 –––––––––– |
(44) –––––––––– |
(30) –––––––––– |
|
| Basic and diluted return/(loss) per share (pence)* |
10 | 1.6 –––––––––– |
0.9 –––––––––– |
2.5 –––––––––– |
0.3 –––––––––– |
(0.9) –––––––––– |
(0.6) –––––––––– |
* excluding treasury shares
The accompanying notes on pages 45 to 62 form an integral part of these Financial Statements.
| Combined | Combined | |
|---|---|---|
| 31 December 2011 | 31 December 2010 | |
| Note | £'000 | £'000 |
| Fixed asset investments 11 |
21,113 –––––––––––– |
19,639 –––––––––––– |
| Current assets | ||
| Trade and other debtors 13 |
131 | 237 |
| Current asset investments 13 |
637 | – |
| Cash at bank and in hand 17 |
7,195 | 8,512 |
| –––––––––––– 7,963 |
–––––––––––– 8,749 |
|
| Creditors: amounts falling due within one year 14 |
(262) –––––––––––– |
(470) –––––––––––– |
| Net current assets | 7,701 –––––––––––– |
8,279 –––––––––––– |
| Net assets | 28,814 –––––––––––– |
27,918 –––––––––––– |
| Capital and reserves | ||
| Called up share capital 15 |
20,088 | 19,388 |
| Share premium | 636 | 37 |
| Capital redemption reserve | 1,917 | 1,426 |
| Unrealised capital reserve | (3,143) | (5,063) |
| Special reserve | 7,379 | 10,497 |
| Treasury shares reserve | (2,699) | (2,633) |
| Realised capital reserve | 2,713 | 2,860 |
| Revenue reserve | 1,923 –––––––––––– |
1,406 –––––––––––– |
| Total equity shareholders' funds | 28,814 –––––––––––– |
27,918 –––––––––––– |
The accompanying notes on pages 45 to 62 form an integral part of these Financial Statements.
These Financial Statements were approved by the Board of Directors, and authorised for issue on 11 April 2012 and were signed on its behalf by
Geoffrey Vero
Chairman
Company number: 3654040
| Ordinary shares | Ordinary shares | |
|---|---|---|
| 31 December 2011 | 31 December 2010 | |
| Note | £'000 | £'000 |
| Fixed asset investments 11 |
17,147 –––––––––––– |
17,853 –––––––––––– |
| Current assets | ||
| Trade and other debtors 13 |
101 | 219 |
| Current asset investments 13 |
137 | – |
| Cash at bank and in hand 17 |
5,734 | 4,227 |
| –––––––––––– 5,972 |
–––––––––––– 4,446 |
|
| Creditors: amounts falling due within one year 14 |
(214) | (279) |
| –––––––––––– | –––––––––––– | |
| Net current assets | 5,758 –––––––––––– |
4,167 –––––––––––– |
| Net assets | 22,905 –––––––––––– |
22,020 –––––––––––– |
| Capital and reserves | ||
| Called up share capital 15 |
16,912 | 16,220 |
| Share premium | 631 | 37 |
| Capital redemption reserve | 1,917 | 1,426 |
| Unrealised capital reserve | (3,269) | (5,083) |
| Special reserve | 4,792 | 7,752 |
| Treasury shares reserve | (2,699) | (2,633) |
| Realised capital reserve | 2,825 | 2,924 |
| Revenue reserve | 1,796 –––––––––––– |
1,377 –––––––––––– |
| Total equity shareholders' funds | 22,905 –––––––––––– |
22,020 –––––––––––– |
| Basic and diluted net asset value per share (pence)* 16 |
75.5 –––––––––––– |
75.4 –––––––––––– |
* excluding treasury shares
The accompanying notes on pages 45 to 62 form an integral part of these Financial Statements.
| D shares 31 December 2011 |
D shares 31 December 2010 |
|
|---|---|---|
| Note | £'000 | £'000 |
| Fixed asset investments 11 |
3,966 –––––––––––– |
1,786 –––––––––––– |
| Current assets | ||
| Trade and other debtors 13 |
30 | 18 |
| Current asset investments 13 |
500 | – |
| Cash at bank and in hand 17 |
1,461 | 4,285 |
| –––––––––––– 1,991 |
–––––––––––– 4,303 |
|
| Creditors: amounts falling due within one year 14 |
(48) | (191) |
| –––––––––––– | –––––––––––– | |
| Net current assets | 1,943 –––––––––––– |
4,112 –––––––––––– |
| Net assets | 5,909 –––––––––––– |
5,898 –––––––––––– |
| Capital and reserves | ||
| Called up share capital 15 |
3,176 | 3,168 |
| Share premium | 5 | – |
| Capital redemption reserve | – | – |
| Unrealised capital reserve | 126 | 20 |
| Special reserve | 2,587 | 2,745 |
| Treasury shares reserve | – | – |
| Realised capital reserve | (112) | (64) |
| Revenue reserve | 127 –––––––––––– |
29 –––––––––––– |
| Total equity shareholders' funds | 5,909 | 5,898 |
| Basic and diluted net asset value per share (pence)* 16 |
–––––––––––– 93.0 –––––––––––– |
–––––––––––– 93.0 –––––––––––– |
* excluding treasury shares
The accompanying notes on pages 45 to 62 form an integral part of these Financial Statements.
| Called-up share capital £'000 |
Share premium £'000 |
Capital redemption reserve £'000 |
Unrealised capital reserve* £'000 |
Special reserve* £'000 |
Treasury shares reserve* £'000 |
Realised capital reserve* £'000 |
Revenue reserve* £'000 |
Total £'000 |
|
|---|---|---|---|---|---|---|---|---|---|
| As at 1 January 2011 | 19,388 | 37 | 1,426 | (5,063) | 10,497 | (2,633) | 2,860 | 1,406 | 27,918 |
| Net realised gains on investments |
– | – | – | – | – | – | 1,340 | – | 1,340 |
| Unrealised gains on investments |
– | – | – | 81 | – | – | – | – | 81 |
| Transfer of unrealised | |||||||||
| losses to realised losses Capitalised investment |
– | – | – | 1,839 | – | – | (1,839) | – | – |
| management fee Tax relief on costs |
– | – | – | – | – | – | (484) | – | (484) |
| charged to capital | – | – | – | – | – | – | 126 | – | 126 |
| Purchase of own treasury shares |
– | – | – | – | – | (462) | – | – | (462) |
| Cancellation of treasury shares |
(250) | – | 250 | – | (396) | 396 | – | – | – |
| Purchase of own shares | |||||||||
| for cancellation Issue of equity (net of |
(241) | – | 241 | – | (306) | – | – | – | (306) |
| costs) Transfer from special |
1,191 | 599 | – | – | – | – | – | – | 1,790 |
| reserve to revenue | |||||||||
| reserve Transfer from special |
– | – | – | – | (1,705) | – | – | 1,705 | – |
| reserve to realised capital reserve** |
– | – | – | – | (711) | – | 711 | – | – |
| Revenue return attributable | |||||||||
| to shareholders Dividends paid |
– – |
– – |
– – |
– – |
– – |
– – |
– – |
517 (1,705) |
517 (1,705) |
| –––––––––– | –––––––––– | –––––––––– | –––––––––– | –––––––––– | –––––––––– | –––––––––– | –––––––––– | –––––––––– | |
| As at 31 December | |||||||||
| 2011 | 20,088 –––––––––– |
636 –––––––––– |
1,917 –––––––––– |
(3,143) –––––––––– |
7,379 –––––––––– |
(2,699) –––––––––– |
2,713 –––––––––– |
1,923 –––––––––– |
28,814 –––––––––– |
| As at 1 January 2010 | 17,074 | 640 | 1,183 | (6,365) | 12,507 | (2,540) | 1,389 | 995 | 24,883 |
| Net realised gains on investments |
– | – | – | – | – | – | 386 | – | 386 |
| Unrealised gains on investments |
– | – | – | 619 | – | – | – | – | 619 |
| Transfer of unrealised | |||||||||
| losses to realised losses Capitalised investment |
– | – | – | 682 | – | – | (682) | – | – |
| management fee Tax relief on costs |
– | – | – | – | – | – | (457) | – | (457) |
| charged to capital | – | – | – | – | – | – | 114 | – | 114 |
| Purchase of own treasury shares |
– | – | – | – | – | (289) | – | – | (289) |
| Cancellation of treasury shares |
(121) | – | 121 | – | (196) | 196 | – | – | – |
| Purchase of own shares | |||||||||
| for cancellation Issue of equity (net of |
(120) | – | 120 | – | (158) | – | – | – | (158) |
| costs) Cancellation of share |
2,555 | 2,221 | – | – | – | – | – | – | 4,776 |
| premium account | – | (2,824) | – | – | 2,810 | – | – | 14 | – |
| Transfer from special reserve to realised |
|||||||||
| reserve Revenue return attributable |
– | – | – | – | (3,301) | – | 3,301 | – | – |
| to shareholders | – | – | – | – | – | – | – | 461 | 461 |
| Dividends paid As at 31 December |
– –––––––––– |
– –––––––––– |
– –––––––––– |
– –––––––––– |
(1,165) –––––––––– |
– –––––––––– |
(1,191) –––––––––– |
(64) –––––––––– |
(2,420) –––––––––– |
* Included within these reserves is an amount of £6,173,000 (2010: £7,067,000) which is considered distributable. The special reserve has been treated as distributable in determining the amounts available for distribution.
** The special reserve allows the Company, amongst other things, to facilitate the payment of dividends earlier than would otherwise have been possible as transfers can be made from this reserve to the realised capital reserve to offset gross losses on disposal of investments and transferred to the revenue reserve to cover dividend payments. Accordingly, a transfer of £711,000, representing gross realised losses on disposal of investments during the year ended 31 December 2011, has been made from the special reserve to the realised capital reserve and an amount of £1,705,000 representing the dividend paid has been transferred from special reserve to revenue reserve.
Ordinary shares (non-statutory analysis)
| Called-up share capital £'000 |
Share premium £'000 |
Capital redemption reserve £'000 |
Unrealised capital reserve* £'000 |
Special reserve* £'000 |
Treasury shares reserve* £'000 |
Realised capital reserve* £'000 |
Revenue reserve* £'000 |
Total £'000 |
|
|---|---|---|---|---|---|---|---|---|---|
| As at 1 January 2011 | 16,220 | 37 | 1,426 | (5,083) | 7,752 | (2,633) | 2,924 | 1,377 | 22,020 |
| Net realised gains on investments |
– | – | – | – | – | – | 1,314 | – | 1,314 |
| Unrealised (losses) on investments |
– | – | – | (25) | – | – | – | – | (25) |
| Transfer of unrealised | |||||||||
| losses to realised losses Capitalised investment |
– | – | – | 1,839 | – | – | (1,839) | – | – |
| management fee Tax relief on costs |
– | – | – | – | – | – | (385) | – | (385) |
| charged to capital | – | – | – | – | – | – | 100 | – | 100 |
| Purchase of own treasury shares |
– | – | – | – | – | (462) | – | – | (462) |
| Cancellation of shares out of treasury |
(250) | – | 250 | – | (396) | 396 | – | – | – |
| Purchase of own shares | |||||||||
| for cancellation Issue of equity (net of |
(241) | – | 241 | – | (306) | – | – | – | (306) |
| costs) Transfer from special |
1,183 | 594 | – | – | – | – | – | – | 1,777 |
| reserve to revenue reserve |
– | – | – | – | (1,547) | – | – | 1,547 | – |
| Transfer from special | |||||||||
| reserve to realised capital reserve** |
– | – | – | – | (711) | – | 711 | – | – |
| Revenue return attributable to shareholders |
– | – | – | – | – | – | – | 419 | 419 |
| Dividends paid | – –––––––––– |
– –––––––––– |
– –––––––––– |
– –––––––––– |
– –––––––––– |
– –––––––––– |
– –––––––––– |
(1,547) –––––––––– |
(1,547) –––––––––– |
| As at 31 December 2011 |
16,912 | 631 | 1,917 | (3,269) | 4,792 | (2,699) | 2,825 | 1,796 | 22,905 |
| As at 1 January 2010 | –––––––––– 16,357 |
–––––––––– – |
–––––––––– 1,183 |
–––––––––– (6,365) |
–––––––––– 12,507 |
–––––––––– (2,540) |
–––––––––– 1,390 |
–––––––––– 994 |
–––––––––– 23,526 |
| Net realised gains on investments |
– | – | – | – | – | – | 386 | – | 386 |
| Unrealised gains on investments |
– | – | – | 599 | – | – | – | – | 599 |
| Transfer of unrealised | |||||||||
| losses to realised losses Capitalised investment |
– | – | – | 682 | – | – | (682) | – | – |
| management fee Tax relief on costs |
– | – | – | – | – | – | (376) | – | (376) |
| charged to capital | – | – | – | – | – | – | 97 | – | 97 |
| Purchase of own treasury shares |
– | – | – | – | – | (289) | – | – | (289) |
| Cancellation of treasury shares |
(121) | – | 121 | – | (196) | 196 | – | – | – |
| Purchase of own shares for cancellation |
(120) | – | 120 | – | (158) | – | – | – | (158) |
| Issue of equity (net of | |||||||||
| costs) Transfer from special |
104 | 37 | – | – | – | – | – | – | 141 |
| reserve to realised reserve |
– | – | – | – | (3,301) | – | 3,301 | – | – |
| Revenue return attributable | |||||||||
| to shareholders Dividends paid |
– – |
– – |
– – |
– – |
– (1,100) |
– – |
– (1,191) |
447 (64) |
447 (2,355) |
| As at 31 December 2010 |
–––––––––– 16,220 –––––––––– |
–––––––––– 37 –––––––––– |
–––––––––– 1,426 –––––––––– |
–––––––––– (5,083) –––––––––– |
–––––––––– 7,752 –––––––––– |
–––––––––– (2,633) –––––––––– |
–––––––––– 2,924 –––––––––– |
–––––––––– 1,377 –––––––––– |
–––––––––– 22,020 –––––––––– |
* Included within these reserves is an amount of £3,445,000 (2010: £4,337,000) which is considered distributable. The special reserve has been treated as distributable in determining the amounts available for distribution.
** The special reserve allows the Company, amongst other things, to facilitate the payment of dividends earlier than would otherwise have been possible as transfers can be made from this reserve to the realised capital reserve to offset gross losses on disposal of investments and transferred to the revenue reserve to cover dividend payments. Accordingly, a transfer of £711,000, representing gross realised losses on disposal of investments during the year ended 31 December 2011, has been made from the special reserve to the realised capital reserve and an amount of £1,547,000 representing the dividend paid has been transferred from the special reserve to revenue reserve.
| Called-up share capital £'000 |
Share premium £'000 |
Capital redemption reserve £'000 |
Unrealised capital reserve £'000 |
Special reserve* £'000 |
Treasury shares reserve* £'000 |
Realised capital reserve* £'000 |
Revenue reserve* £'000 |
Total £'000 |
|
|---|---|---|---|---|---|---|---|---|---|
| As at 1 January 2011 | 3,168 | – | – | 20 | 2,745 | – | (64) | 29 | 5,898 |
| Net realised gains on | |||||||||
| investments | – | – | – | – | – | – | 26 | – | 26 |
| Unrealised gains on | |||||||||
| investments | – | – | – | 106 | – | – | – | – | 106 |
| Capitalised investment management fee |
– | – | – | – | – | – | (99) | – | (99) |
| Tax relief on costs | |||||||||
| charged to capital | – | – | – | – | – | – | 26 | – | 26 |
| Issue of equity (net of | |||||||||
| costs) | 8 | 5 | – | – | – | – | – | – | 13 |
| Transfer from special | |||||||||
| reserve to revenue | |||||||||
| reserve | – | – | – | – | (158) | – | – | 158 | – |
| Revenue return attributable | |||||||||
| to shareholders | – | – | – | – | – | – | – | 98 | 98 |
| Dividends paid | – –––––––––– |
– –––––––––– |
– –––––––––– |
– –––––––––– |
– –––––––––– |
– –––––––––– |
– –––––––––– |
(158) –––––––––– |
(158) –––––––––– |
| As at 31 December | |||||||||
| 2011 | 3,176 –––––––––– |
5 –––––––––– |
– –––––––––– |
126 –––––––––– |
2,587 –––––––––– |
– –––––––––– |
(112) –––––––––– |
127 –––––––––– |
5,909 –––––––––– |
| As at 1 January 2010 | 717 | 640 | – | – | – | – | (1) | 1 | 1,357 |
| Unrealised gains on | |||||||||
| investments Capitalised investment |
– | – | – | 20 | – | – | – | – | 20 |
| management fee | – | – | – | – | – | – | (81) | – | (81) |
| Tax relief on costs | |||||||||
| charged to capital | – | – | – | – | – | – | 17 | – | 17 |
| Issue of equity (net of | |||||||||
| costs) | 2,451 | 2,184 | – | – | – | – | – | – | 4,635 |
| Cancellation of share | |||||||||
| premium account | – | (2,824) | – | – | 2,810 | – | – | 14 | – |
| Revenue return attributable | |||||||||
| to shareholders | – | – | – | – | – | – | – | 14 | 14 |
| Dividends paid | – –––––––––– |
– –––––––––– |
– –––––––––– |
– –––––––––– |
(65) –––––––––– |
– –––––––––– |
– –––––––––– |
– –––––––––– |
(65) –––––––––– |
| As at 31 December | |||||||||
| 2010 | 3,168 | – | – | 20 | 2,745 | – | (64) | 29 | 5,898 |
| –––––––––– | –––––––––– | –––––––––– | –––––––––– | –––––––––– | –––––––––– | –––––––––– | –––––––––– | –––––––––– |
* Included within these reserves is an amount of £2,602,000 (2010: £2,710,000) which is considered distributable. The special reserve has been treated as distributable in determining the amounts available for distribution.
The special reserve allows the Company, amongst other things, to facilitate the payment of dividends earlier than would otherwise have been possible as transfers can be made from this reserve to the realised capital reserve to offset gross losses on disposal of investments and transferred to the revenue reserve to cover dividend payments. Accordingly, a transfer of £158,000 representing the dividend paid has been transferred from the special reserve to the revenue reserve.
| Combined | Combined | |
|---|---|---|
| Year ended | Year ended | |
| 31 December 2011 | 31 December 2010 | |
| Note | £'000 | £'000 |
| Operating activities | ||
| Investment income received | 873 | 706 |
| Deposit interest received | 93 | 136 |
| Dividend income received | 19 | 50 |
| Other income received | 1 | – |
| Investment management fees paid | (643) | (600) |
| Other cash payments | (224) –––––––––––– |
(211) –––––––––––– |
| Net cash flow from operating activities 18 |
119 –––––––––––– |
81 –––––––––––– |
| Taxation | ||
| UK corporation tax recovered | 125 –––––––––––– |
44 –––––––––––– |
| Capital expenditure and financial investments | ||
| Purchase of fixed asset investments | (5,311) | (3,188) |
| Disposal of fixed asset investments | 4,932 | 3,590 |
| Purchase of current asset investments | (500) –––––––––––– |
– –––––––––––– |
| Net cash flow from investing activities | (879) –––––––––––– |
402 –––––––––––– |
| Equity dividends paid | ||
| Dividends paid (net of cost of shares issued under the Dividend | ||
| Reinvestment Scheme) | (1,585) –––––––––––– |
(2,265) –––––––––––– |
| Net cash flow before financing | (2,220) | (1,738) |
| –––––––––––– | –––––––––––– | |
| Financing | ||
| Issue of share capital (net of costs) | 1,671 | 4,792 |
| Purchase of own shares 15 |
(768) | (446) |
| Costs of cancelling share premium account | – | (6) |
| Interclass payments | – –––––––––––– |
2 –––––––––––– |
| Net cash flow from financing | 903 –––––––––––– |
4,342 –––––––––––– |
| Cash flow in the year 17 |
(1,317) –––––––––––– |
2,604 –––––––––––– |
| Ordinary shares | Ordinary shares | |
|---|---|---|
| Year ended | Year ended | |
| 31 December 2011 | 31 December 2010 | |
| Note | £'000 | £'000 |
| Operating activities | ||
| Investment income received | 755 | 692 |
| Deposit interest received | 55 | 65 |
| Dividend income received | 19 | 50 |
| Other income received | 1 | – |
| Investment management fees paid | (511) | (525) |
| Other cash payments | (174) –––––––––––– |
(181) –––––––––––– |
| Net cash flow from operating activities 18 |
145 –––––––––––– |
101 –––––––––––– |
| Taxation | ||
| UK corporation tax recovered | 125 | 44 |
| Capital expenditure and financial investments | –––––––––––– | –––––––––––– |
| Purchase of fixed asset investments | (3,131) | (1,567) |
| Disposal of fixed asset investments | 4,906 | 3,590 |
| Net cash flow from investing activities | –––––––––––– 1,775 –––––––––––– |
–––––––––––– 2,023 –––––––––––– |
| Equity dividends paid | ||
| Dividends paid (net of cost of shares issued under Dividend | ||
| Reinvestment Scheme) | (1,441) | (2,200) |
| Net cash flow before financing | –––––––––––– 604 |
–––––––––––– (32) |
| –––––––––––– | –––––––––––– | |
| Financing | ||
| Issue of share capital (net of costs) | 1,671 | – |
| Purchase of own shares 15 |
(768) | (446) |
| Costs of cancelling share premium account | – | (6) |
| Interclass payments | – –––––––––––– |
2 –––––––––––– |
| Net cash flow from financing | 903 | (450) |
| Cash flow in the year 17 |
–––––––––––– 1,507 –––––––––––– |
–––––––––––– (482) –––––––––––– |
| D shares Year ended |
D shares Year ended |
|
|---|---|---|
| 31 December 2011 | 31 December 2010 | |
| Note | £'000 | £'000 |
| Operating activities | ||
| Investment income received | 118 | 14 |
| Deposit interest received | 38 | 71 |
| Investment management fees paid | (132) | (75) |
| Other cash payments | (50) –––––––––––– |
(30) –––––––––––– |
| Net cash flow from operating activities 18 |
(26) –––––––––––– |
(20) –––––––––––– |
| Capital expenditure and financial investments | ||
| Purchase of fixed asset investments | (2,180) | (1,621) |
| Disposal of fixed asset investments | 26 | – |
| Purchase of current asset investments | (500) –––––––––––– |
– –––––––––––– |
| Net cash flow from investing activities | (2,654) –––––––––––– |
(1,621) –––––––––––– |
| Equity dividends paid | ||
| Dividends paid (net of cost of shares issued under the Dividend | ||
| Reinvestment Scheme) | (144) –––––––––––– |
(65) –––––––––––– |
| Net cash flow before financing | (2,824) –––––––––––– |
(1,706) –––––––––––– |
| Financing | ||
| Issue of share capital (net of costs) | – –––––––––––– |
4,792 –––––––––––– |
| Net cash flow from financing | – –––––––––––– |
4,792 –––––––––––– |
| Cash flow in the year 17 |
(2,824) –––––––––––– |
3,086 –––––––––––– |
The financial statements have been prepared in accordance with the historical cost convention, modified to include the revaluation of investments, in accordance with applicable United Kingdom law and accounting standards and with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" ("SORP") issued by The Association of Investment Companies ("AIC") in January 2009. Accounting policies have been applied consistently in current and prior periods.
Quoted and unquoted equity investments, debt issued at a discount, and convertible bonds
In accordance with FRS 26 "Financial Instruments Recognition and Measurement", quoted and unquoted equity, debt issued at a discount and convertible bonds are designated as fair value through profit or loss ("FVTPL"). Investments listed on recognised exchanges are valued at the closing bid prices at the end of the accounting period. Unquoted investments' fair value is determined by the Directors in accordance with the September 2009 International Private Equity and Venture Capital Valuation Guidelines (IPEVCV guidelines).
Desk top reviews are carried out by independent RICS qualified surveyors by updating previously prepared full valuations for current trading and market indices. Formal valuations are prepared by similarly qualified surveyors but in compliance with the RICS Red Book.
Fair value movements and gains and losses arising on the disposal of investments are reflected in the capital column of the Income statement in accordance with the AIC SORP. Realised gains or losses on the sale of investments will be reflected in the realised capital reserve, and unrealised gains or losses arising from the revaluation of investments will be reflected in the unrealised capital reserve.
Warrants and unquoted equity derived instruments are only valued if there is deemed to be additional value to the Company in exercising or converting as at the balance sheet date. Otherwise these instruments are held at nil value. The valuation techniques used are those used for the underlying equity investment.
Unquoted loan stock (excluding debt issued at a discount and convertible bonds) is classified as loans and receivables as permitted by FRS 26 and carried at amortised cost using the effective interest rate method less impairment. Movements in the amortised cost relating to interest income are reflected in the revenue column of the Income statement, and hence are reflected in the revenue reserve, and movements in respect of capital provisions are reflected in the capital column of the Income statement and are reflected in the realised capital reserve following sale, or in the unrealised capital reserve on revaluation.
For all unquoted loan stock, whether fully performing, renegotiated, past due or impaired, the Board considers that the fair value is equal to or greater than the security value of these assets. For unquoted loan stock, the amount of the impairment is the difference between the asset's cost and the present value of estimated future cash flows, discounted at the effective interest rate. The future cash flows are estimated based on the fair value of the security less estimated selling costs.
Investments are recognised as financial assets on legal completion of the investment contract and are de-recognised on legal completion of the sale of an investment.
Contractual future contingent receipts on the disposal of fixed asset investments are designated at fair value through profit or loss and are subsequently measured at fair value.
Dividend income is not recognised as part of the fair value movement of an investment, but is recognised separately as investment income through the revenue reserve when a share becomes ex-dividend.
Loan stock accrued interest is recognised in the Balance sheet as part of the carrying value of the loans and receivables at the end of each reporting period.
It is not the Company's policy to exercise control or significant influence over portfolio companies. Therefore, in accordance with the exemptions under FRS 9 "Associates and joint ventures", those undertakings in which the Company holds more than 20 per cent. of the equity are not regarded as associated undertakings.
Quoted and unquoted equity income
Dividend income is included in revenue when the investment is quoted ex-dividend.
Fixed returns on non-equity shares and debt securities are recognised on a time apportionment basis using the effective interest rate over the life of the financial instrument. Income which is not capable of being received within a reasonable period of time is reflected in the capital value of the investment.
Interest income is recognised on an accrual basis using the rate of interest agreed with the bank.
All expenses have been accounted for on an accruals basis. Expenses are charged through the revenue column of the Income statement except the following which are charged through the realised capital reserve:
In the event that a performance incentive fee crystallises, the fee will be allocated between revenue and realised capital reserves based upon the proportion to which the calculation of the fee is attributable to revenue and capital returns.
Taxation is applied on a current basis in accordance with FRS 16 "Current tax". Taxation associated with capital expenses is applied in accordance with the SORP. In accordance with FRS 19 "Deferred tax", 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 financial statements. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered.
The Directors have considered the requirements of FRS 19 and do not believe that any provision should be made for deferred tax.
In accordance with FRS 21 "Events after the balance sheet date", dividends declared by the Company are accounted for in the period in which the dividend has been paid or approved by shareholders in annual general meeting.
This reserve accounts for the difference between the price paid for shares and the nominal value of the shares, less issue costs and transfers to the special reserve.
This reserve accounts for amounts by which the issued share capital is diminished through the repurchase and cancellation of the Company's own shares.
Increases and decreases in the valuation of investments held at the year end against cost, are included in this reserve.
The cancellation of the share premium account has created a special reserve that can be used to fund market purchases and subsequent cancellation of own shares, the payment of dividends, to cover gross realised losses, and for other distributable purposes.
This reserve accounts for amounts by which the distributable reserves of the Company are diminished through the repurchase of the Company's own shares for treasury.
The following are disclosed in this reserve:
Until such time that D shares are converted into Ordinary shares, all investments and returns attributable to this class of share will be separately identifiable from the existing Ordinary shares. All residual expenses will be allocated in the ratio of the respective Net Asset Values of each class of share.
| Year ended | Year ended 31 December 2010 |
|||||
|---|---|---|---|---|---|---|
| Ordinary | Ordinary | |||||
| shares | D shares | Total | shares | D shares | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| 338 | ||||||
| (291) | 378 | 87 | 261 | 20 | 281 ––––––––––––– |
|
| (25) ––––––––––––– |
106 ––––––––––––– |
81 | 599 ––––––––––––– |
20 ––––––––––––– |
619 ––––––––––––– |
|
| 224 | – | 224 | 426 | – | 426 | |
| (40) | ||||||
| ––––––––––––– | ––––––––––––– | ––––––––––––– | ––––––––––––– | ––––––––––––– | ||
| 1,314 | 26 | 1,340 | 386 | – | 386 ––––––––––––– |
|
| 1,289 | 132 | 1,421 | 985 | 20 | 1,005 ––––––––––––– |
|
| 266 ––––––––––––– 1,090 ––––––––––––– ––––––––––––– |
(272) ––––––––––––– 26 ––––––––––––– ––––––––––––– |
31 December 2011 (6) ––––––––––––– ––––––––––––– 1,116 ––––––––––––– ––––––––––––– ––––––––––––– |
338 ––––––––––––– (40) ––––––––––––– ––––––––––––– |
– ––––––––––––– – ––––––––––––– ––––––––––––– |
Investments measured at amortised cost are unquoted loan stock investments as described in note 2.
| Year ended | Year ended 31 December 2010 |
||||||
|---|---|---|---|---|---|---|---|
| 31 December 2011 | |||||||
| Ordinary | Ordinary | ||||||
| shares D shares |
Total | shares | D shares | Total | |||
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
| Income recognised on investments | |||||||
| held at fair value through profit | |||||||
| or loss | |||||||
| Dividend income | 19 | – | 19 | 27 | – | 27 | |
| Income from convertible bonds and | |||||||
| discounted debt | 37 ––––––––––––– |
54 ––––––––––––– |
91 ––––––––––––– |
15 ––––––––––––– |
– ––––––––––––– |
15 ––––––––––––– |
|
| 56 | 54 | 110 | 42 | – | 42 | ||
| Income recognised on investments | |||||||
| held at amortised cost | |||||||
| Bank deposit interest | 71 | 56 | 127 | 66 | 73 | 139 | |
| Return on loan stock investments | 700 ––––––––––––– |
101 ––––––––––––– |
801 ––––––––––––– |
727 ––––––––––––– |
16 ––––––––––––– |
743 ––––––––––––– |
|
| 771 | 157 | 928 | 793 | 89 | 882 | ||
| ––––––––––––– 827 –––––––––––––– |
––––––––––––– 211 –––––––––––––– |
––––––––––––– 1,038 –––––––––––––– |
––––––––––––– 835 –––––––––––––– |
––––––––––––– 89 –––––––––––––– |
––––––––––––– 924 –––––––––––––– |
Interest income earned on impaired investments at 31 December 2011 amounted to £98,000 (2010: £74,000). These investments are all held at amortised cost.
| Year ended 31 December 2011 |
Year ended 31 December 2010 |
||||||
|---|---|---|---|---|---|---|---|
| Ordinary | Ordinary | ||||||
| shares | D shares | Total | shares | D shares | Total | ||
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
| Investment management fee charged | |||||||
| to revenue | 129 | 33 | 162 | 125 | 27 | 152 | |
| Investment management fee charged | |||||||
| to capital | 385 –––––––––––––– |
99 –––––––––––––– |
484 –––––––––––––– |
376 –––––––––––––– |
81 –––––––––––––– |
457 –––––––––––––– |
|
| 514 –––––––––––––– |
132 –––––––––––––– |
646 –––––––––––––– |
501 –––––––––––––– |
108 –––––––––––––– |
609 –––––––––––––– |
Further details of the Management agreement under which the investment management fee is paid are given in the Directors' report and enhanced business review on page 23.
| Year ended | Year ended 31 December 2010 |
|||||
|---|---|---|---|---|---|---|
| 31 December 2011 | ||||||
| Ordinary | Ordinary | |||||
| shares | D shares | Total | shares | D shares | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Directors' fees (including VAT and NIC) | 69 | 19 | 88 | 76 | 12 | 88 |
| Other administrative expenses | 70 | 22 | 92 | 87 | 29 | 116 |
| Auditor's remuneration for statutory | ||||||
| audit services (including VAT) | 20 –––––––––––––– |
7 –––––––––––––– |
27 –––––––––––––– |
22 –––––––––––––– |
3 –––––––––––––– |
25 –––––––––––––– |
| 159 –––––––––––––– |
48 –––––––––––––– |
207 –––––––––––––– |
185 –––––––––––––– |
44 –––––––––––––– |
229 –––––––––––––– |
|
The amounts paid to Directors during the year are as follows:
| Year ended | Year ended | |||||
|---|---|---|---|---|---|---|
| 31 December 2011 | 31 December 2010 | |||||
| Ordinary | Ordinary | |||||
| shares | D shares | Total | shares | D shares | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Directors' fees | 64 | 18 | 82 | 71 | 11 | 82 |
| National insurance and/or VAT | 5 –––––––––––––– |
1 –––––––––––––– |
6 –––––––––––––– |
5 –––––––––––––– |
1 –––––––––––––– |
6 –––––––––––––– |
| 69 –––––––––––––– |
19 –––––––––––––– |
88 –––––––––––––– |
76 –––––––––––––– |
12 –––––––––––––– |
88 –––––––––––––– |
Further information can be found in the Directors' remuneration report on page 32.
The Company's combined tax charge of £26,000 (2010: credit of £32,000) is analysed between the two share classes as follows:
| Year ended 31 December 2011 | Year ended 31 December 2010 | |||||
|---|---|---|---|---|---|---|
| Ordinary shares | Revenue | Capital | Total | Revenue | Capital | Total |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| UK corporation tax in respect of current year UK corporation tax in respect of |
(128) | 100 | (28) | (123) | 97 | (26) |
| prior years | 8 | – | 8 | 45 | – | 45 |
| ––––––––––––– | ––––––––––––– | ––––––––––––– | ––––––––––––– | ––––––––––––– | ––––––––––––– | |
| (120) | 100 | (20) | (78) | 97 | 19 | |
| ––––––––––––– | ––––––––––––– | ––––––––––––– | ––––––––––––– | ––––––––––––– | ––––––––––––– |
| Year ended |
|---|
| 31 December 2011 31 December 2010 |
| £'000 |
| 1,134 –––––––––––––– |
| (238) |
| 206 |
| 6 |
| 45 –––––––––––––– |
| 19 –––––––––––––– |
| Year ended 31 December 2011 | Year ended 31 December 2010 | |||||
|---|---|---|---|---|---|---|
| D shares | Revenue | Capital | Total | Revenue | Capital | Total |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| UK corporation tax in respect of | (32) | 26 | (6) | (4) | 17 | 13 |
| current year | ––––––––––––– | ––––––––––––– | ––––––––––––– | ––––––––––––– | ––––––––––––– | ––––––––––––– |
| Year ended | Year ended |
|---|---|
| 31 December 2011 31 December 2010 | |
| £'000 | £'000 |
| 163 | (43) –––––––––––––– |
| (33) | 9 |
| 27 | 4 –––––––––––––– |
| (6) | 13 –––––––––––––– |
| –––––––––––––– –––––––––––––– –––––––––––––– |
The UK government changed the rate of UK corporation tax from 21 per cent. to 20 per cent. with effect from 1 April 2011. The effective rate of tax for the year to 31 December 2011 is 20.25 per cent. (90 days at 21 per cent. and 275 days at 20 per cent.). The tax charge for the year shown in the Income statement is lower than the standard rate of corporation tax for small companies in the UK of 20 per cent. (2010: 21 per cent.). The differences are explained above.
Consortium relief is recognised in the accounts in the period in which the claim is submitted to HMRC and is shown as tax in respect of prior years.
Notes
| Year ended | Year ended | ||
|---|---|---|---|
| 31 December 2011 31 December 2010 | |||
| Ordinary shares | £'000 | £'000 | |
| Dividend of 4.0p per Ordinary share paid on 4 May 2010 | – | 1,191 | |
| Dividend of 4.0p per Ordinary share paid on 30 September 2010 | – | 1,164 | |
| Dividend of 2.5p per Ordinary share paid on 31 May 2011 | 776 | – | |
| Dividend of 2.5p per Ordinary share paid on 30 September 2011 | 771 –––––––––––––– |
– –––––––––––––– |
|
| 1,547 –––––––––––––– |
2,355 –––––––––––––– |
||
| Year ended | Year ended | ||
| 31 December | 31 December | ||
| 2011 | 2010 | ||
| D shares | £'000 | £'000 | |
| Dividend of 1.0p per D share paid on 30 September 2010 | – | 65 | |
| Dividend of 1.25p per D share paid on 31 May 2011 | 79 | – | |
| Dividend of 1.25p per D share paid on 30 September 2011 | 79 –––––––––––––– |
– –––––––––––––– |
|
| 158 | 65 | ||
| –––––––––––––– | –––––––––––––– |
In addition to the dividends summarised above, the Board has declared a first dividend of 2.50 pence per Ordinary share and 1.75 pence per D share for the year ending 31 December 2012. This dividend will be paid on 31 May 2012 to shareholders on the register as at 4 May 2012. This dividend totals approximately £807,000 for Ordinary shares and £111,000 for D shares.
| Year ended 31 December 2011 | Year ended 31 December 2010 | |||||
|---|---|---|---|---|---|---|
| Ordinary shares | Revenue | Capital | Total | Revenue | Capital | Total |
| The return per share has been based | ||||||
| on the following figures: | ||||||
| Return attributable to equity | ||||||
| shares (£'000) | 419 | 1,004 | 1,423 | 447 | 706 | 1,153 |
| Weighted average shares in issue | ||||||
| (excluding treasury shares) | 30,630,649 | 29,450,610 | ||||
| Return attributable per equity | ||||||
| share (pence) | 1.40 | 3.30 | 4.70 | 1.50 | 2.40 | 3.90 |
The weighted average number of Ordinary shares is calculated excluding the treasury shares of 3,467,396 (2010: 3,243,696).
| Year ended 31 December 2011 | Year ended 31 December 2010 | |||||
|---|---|---|---|---|---|---|
| D shares | Revenue | Capital | Total | Revenue | Capital | Total |
| The return per share has been based on the following figures: Return/(loss) attributable to equity |
||||||
| shares (£'000) Weighted average shares in issue |
98 | 59 | 157 | 14 | (44) | (30) |
| (excluding treasury shares) Return/(loss) attributable per equity |
6,342,448 | 5,193,933 | ||||
| share (pence) | 1.60 | 0.90 | 2.50 | 0.30 | (0.90) | (0.60) |
There are no D shares held in treasury.
There are no convertible instruments, derivatives or contingent share agreements in issue so basic and diluted return/(loss) per share are the same.
The classification of investments by nature of instruments is as follows:
| Ordinary shares | D shares 31 December 2011 31 December 2010 31 December 2011 31 December 2010 |
||||
|---|---|---|---|---|---|
| £'000 | £'000 | £'000 | £'000 | ||
| Unquoted equity | 5,774 | 5,199 | 1,053 | 530 | |
| Quoted equity | – | 241 | – | – | |
| Unquoted loan stock | 9,790 | 11,476 | 1,775 | 1,212 | |
| Convertible and discounted bonds | 1,581 | 937 | 1,138 | 44 | |
| Warrants | 2 –––––––––––––– |
– –––––––––––––– |
– –––––––––––––– |
– –––––––––––––– |
|
| 17,147 –––––––––––––– |
17,853 –––––––––––––– |
3,966 –––––––––––––– |
1,786 –––––––––––––– |
||
| Ordinary | |||||
| shares | D shares | Combined | |||
| £'000 | £'000 | £'000 | |||
| Opening valuation as at 1 January 2011 | 17,853 | 1,786 | 19,639 | ||
| Purchases at cost | 6,478 | 2,037 | 8,515 | ||
| Disposal proceeds | (8,205) | (26) | (8,231) | ||
| Realised gains | 1,314 | 26 | 1,340 | ||
| Movement in loan stock accrued income | (131) | 37 | (94) | ||
| Transfer of unrealised gains to current asset investments | (137) | – | (137) | ||
| Unrealised (losses)/gains | (25) –––––––––––––– |
106 –––––––––––––– |
81 –––––––––––––– |
||
| Closing valuation as at 31 December 2011 | 17,147 –––––––––––––– |
3,966 –––––––––––––– |
21,113 –––––––––––––– |
||
| Movement in loan stock accrued income | |||||
| Opening accumulated movement in loan stock accrued income | 419 | 1 | 420 | ||
| Movement in loan stock accrued income | (131) –––––––––––––– |
37 –––––––––––––– |
(94) –––––––––––––– |
||
| Closing accumulated movement in loan stock accrued income |
| as at 31 December 2011 | 288 –––––––––––––– |
38 –––––––––––––– |
326 –––––––––––––– |
|---|---|---|---|
| Movement in unrealised (losses)/gains | |||
| Opening accumulated unrealised (losses)/gains | (5,218) | 20 | (5,198) |
| Transfer of previously unrealised losses on disposal | 1,839 | – | 1,839 |
| Transfer of unrealised gains to current asset investments | (137) | – | (137) |
| Movement in unrealised (losses)/gains | (25) –––––––––––––– |
106 –––––––––––––– |
81 –––––––––––––– |
| Closing accumulated unrealised (losses)/gains as at | |||
| 31 December 2011 | (3,541) –––––––––––––– |
126 –––––––––––––– |
(3,415) –––––––––––––– |
| Historic cost basis | |||
| Opening book cost | 22,652 | 1,765 | 24,417 |
| Purchases at cost | 6,478 | 2,037 | 8,515 |
| Sales at cost | (8,731) –––––––––––––– |
– –––––––––––––– |
(8,731) –––––––––––––– |
| Closing book cost as at 31 December 2011 | 20,399 –––––––––––––– |
3,802 –––––––––––––– |
24,201 –––––––––––––– |
The amounts shown for the purchase and disposal of fixed assets included in the cash flow statement differ from the amounts shown above, due to restructuring of investments and investment settlement debtors and creditors.
Ordinary shares' fixed asset investments held at fair value through the profit or loss account total £7,357,000 (2010: £6,377,000). Investments measured at amortised cost total £9,790,000 (2010: £11,476,000).
D shares' fixed asset investments held at fair value through the profit or loss account total £2,191,000 (2010: £574,000). Investments measured at amortised cost total £1,775,000 (2010: £1,212,000).
For both Ordinary and D shares, the Directors believe that the carrying value of loan stock measured at amortised cost is not materially different to fair value.
The Company does not hold any assets as the result of the enforcement of security during the period, and believes that the carrying values for both impaired and past due assets are covered by the value of security held for these loan stock investments.
Investments held at fair value through profit or loss are valued in accordance with the IPEVCV guidelines as follows:
| 31 December 2011 | 31 December 2010 | |||||
|---|---|---|---|---|---|---|
| Valuation methodology | Ordinary shares £'000 |
D shares £'000 |
Total £'000 |
Ordinary shares £'000 |
D shares £'000 |
Total £'000 |
| Cost (reviewed for impairment) Net asset value supported by third |
1,529 | 1,715 | 3,244 | 603 | 521 | 1,124 |
| party valuation Recent investment price (reviewed |
1,815 | 412 | 2,227 | 943 | 53 | 996 |
| for impairment) | 448 | – | 448 | 672 | – | 672 |
| Earnings multiple | 2,188 | 64 | 2,252 | 2,133 | – | 2,133 |
| Revenue multiple | 1,377 ––––––––––––– |
– ––––––––––––– |
1,377 ––––––––––––– |
1,785 ––––––––––––– |
– ––––––––––––– |
1,785 ––––––––––––– |
| 7,357 ––––––––––––– |
2,191 ––––––––––––– |
9,548 ––––––––––––– |
6,136 ––––––––––––– |
574 ––––––––––––– |
6,710 ––––––––––––– |
The Ordinary shares' investments held at fair value through profit or loss had the following movements between valuation methodologies between 31 December 2010 and 31 December 2011:
| Value as at | ||
|---|---|---|
| 31 December 2011 | Explanatory | |
| Change in valuation methodology (2010 to 2011) | £'000 | note |
| Cost (reviewed for impairment) to earnings multiple | 335 | Earnings are now being generated |
| Cost (reviewed for impairment) to net asset value supported by third party valuation |
331 | Third party valuation has recently taken place |
| Earnings multiple to revenue multiple | 127 | Temporary trading losses |
| Net asset value supported by third party valuation to earnings multiple |
136 | Earnings are now being generated |
| Net asset value supported by third party valuation to recent investment price |
93 | More recent pricing information available |
| Price of recent investment to revenue multiple | 1,105 | Company performance can be measured against industry comparables |
| Revenue multiple to earnings multiple | 168 | Earnings are now being generated |
The D shares' investments held at fair value through profit or loss had the following movements between valuation methodologies between 31 December 2010 and 31 December 2011:
| Value as at 31 December 2011 |
Explanatory | |
|---|---|---|
| Change in valuation methodology (2010 to 2011) | £'000 | note |
| Cost (reviewed for impairment) to net asset value supported by third party valuation |
360 | Third party valuation has recently taken place |
| Cost (reviewed for impairment) to earnings multiple | 64 | Earnings are now being generated |
The valuation method used will be the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the IPEVCV Guidelines. The Directors believe that, within these parameters, there are no other possible methods of valuation which would be reasonable as at 31 December 2011.
The amended FRS 29 'Financial Instruments: Disclosures' requires the Company to disclose the valuation methods applied to its investments measured at fair value through profit or loss in a fair value hierarchy according to the following definitions;
| Fair value hierarchy | Definition of valuation method |
|---|---|
| Level 1 | Unadjusted quoted (bid) prices applied |
| Level 2 | Inputs to valuation are from observable sources and are directly or indirectly derived from prices |
| Level 3 | Inputs to valuations not based on observable market data |
The Ordinary shares' investments valued at fair value through profit or loss account can be categorised in accordance with FRS 29 as follows:
| 31 December 2011 | ||||||
|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |||
| £'000 | £'000 | £'000 | £'000 | |||
| Quoted equity | – | – | – | – | ||
| Unquoted equity and warrants | – | – | 5,776 | 5,776 | ||
| Convertible and discounted bonds | – –––––––––––––– |
– –––––––––––––– |
1,581 –––––––––––––– |
1,581 –––––––––––––– |
||
| – –––––––––––––– |
– –––––––––––––– |
7,357 –––––––––––––– |
7,357 –––––––––––––– |
|||
| 31 December 2010 | ||||||
| Level 1 | Level 2 | Level 3 | Total | |||
| £'000 | £'000 | £'000 | £'000 | |||
| Quoted equity | 241 | – | – | 241 | ||
| Unquoted equity | – | – | 5,199 | 5,199 | ||
| Convertible and discounted bonds | – –––––––––––––– |
– –––––––––––––– |
937 –––––––––––––– |
937 –––––––––––––– |
||
| 241 | – | 6,136 | 6,377 | |||
| –––––––––––––– | –––––––––––––– | –––––––––––––– | –––––––––––––– |
All of the D shares' fixed asset investments as at 31 December 2011 valued at fair value through profit or loss are valued according to Level 3 methods (2010: Level 3).
The Ordinary and D shares' Level 3 investments had the following movements in the year to 31 December 2011:
| Ordinary | |||
|---|---|---|---|
| shares | D shares | Total | |
| £'000 | £'000 | £'000 | |
| Opening balance | 6,136 | 574 | 6,710 |
| Additions | 3,972 | 1,494 | 5,466 |
| Disposals | (3,111) | – | (3,111) |
| Realised gains | 222 | – | 222 |
| Transfer to current asset investments | (137) | – | (137) |
| Unrealised gains | 266 | 106 | 372 |
| Accrued loan stock interest | 9 –––––––––––––– |
17 –––––––––––––– |
26 –––––––––––––– |
| Closing balance | 7,357 –––––––––––––– |
2,191 –––––––––––––– |
9,548 –––––––––––––– |
The Ordinary and D shares' unquoted equity investments and convertible and discounted bonds valued at fair value through profit or loss (Level 3) had the following movements in the year to 31 December 2010:
| Ordinary | |||
|---|---|---|---|
| shares | D shares | Total | |
| £'000 | £'000 | £'000 | |
| Opening balance | 4,753 | – | 4,753 |
| Additions | 1,025 | 554 | 1,579 |
| Disposals | (961) | – | (961) |
| Re-presentation of convertible bond | 740 | – | 740 |
| Unrealised gains | 579 –––––––––––––– |
20 –––––––––––––– |
599 –––––––––––––– |
| Closing balance | 6,136 –––––––––––––– |
574 –––––––––––––– |
6,710 –––––––––––––– |
FRS 29 requires the Directors to consider the impact of changing one or more of the inputs used as part of the valuation process to reasonable possible alternative assumptions. The valuation methodology applied to 52 per cent. of the Ordinary shares' and 97 per cent. of the D shares' unquoted equity investments and convertible and discounted bonds (by valuation) as at 31 December 2011 is based on third party independent evidence and recent investment price. The Directors believe that changes to reasonable possible alternative assumptions for the valuation of the portfolio could result in an increase in the valuation of investments of £296,000 or a decrease in investments of £408,000 for the Ordinary share portfolio.
The principal activity of the Company is to select and hold a portfolio of investments in unquoted securities. Although the Company, through the Manager, will, in some cases, be represented on the board of the portfolio company, it will not take a controlling interest or become involved in the day-to-day management of a portfolio company. The size and structure of the companies with unquoted securities may result in certain holdings in the portfolio representing a participating interest without there being any partnership, joint venture or management consortium agreement.
The Company has interests of greater than 20 per cent. of the nominal value of any class of the allotted shares in the portfolio companies as at 31 December 2011, as described below:
| Company | Country of incorporation |
Principal activity |
% class and share type |
% total voting rights |
|---|---|---|---|---|
| Evolutions Group Limited | Great Britain | Owner and lessor of property |
46.7% A Ordinary | 46.7% |
| The Q Garden Company Limited | Great Britain | Garden centre operator | 33.2% A Ordinary 10.8% Ordinary |
16.6% |
| Consolidated PR Limited | Great Britain | Public relations agency | 50.0% A Ordinary | 11.8% |
| Albion Investment Properties Limited | Great Britain | Owner of residential property |
48.4% A Ordinary | 48.4% |
| Blackbay Limited | Great Britain | Mobile data solutions | 21.1% A Ordinary | 7.4% |
| Masters Pharmaceuticals Limited | Great Britain | International specialist distributor of pharmaceuticals |
21.1% A Ordinary | 1.0% |
| Peakdale Molecular Limited | Great Britain | Researcher, processor and supplier of chemical compounds |
23.0% Ordinary | 8.9% |
As permitted by FRS 9, the investments listed above are held as part of an investment portfolio, and their value to the Company is as part of a portfolio of investments. Therefore these investments are not considered to be associated undertakings.
| 31 December 2011 | 31 December 2010 | |||||
|---|---|---|---|---|---|---|
| Ordinary | Ordinary | |||||
| shares | D shares | Total | shares | D shares | Total | |
| Trade debtors | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
| Prepayments and accrued income | 23 | 23 | 46 | 9 | 5 | 14 |
| UK corporation tax receivable | – | 7 | 7 | 113 | 13 | 126 |
| Other debtors | 78 –––––––––––––– |
– –––––––––––––– |
78 –––––––––––––– |
97 –––––––––––––– |
– –––––––––––––– |
97 –––––––––––––– |
| 101 –––––––––––––– |
30 –––––––––––––– |
131 –––––––––––––– |
219 –––––––––––––– |
18 –––––––––––––– |
237 –––––––––––––– |
The Directors consider that the carrying amount of debtors is not materially different from their fair value.
| 31 December 2011 | 31 December 2010 | |||||
|---|---|---|---|---|---|---|
| Ordinary | Ordinary | |||||
| shares | D shares | Total | shares | D shares | Total | |
| Current asset investments | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
| Contingent future receipts on disposal | ||||||
| of fixed asset investments | 137 | – | 137 | – | – | – |
| Close Brothers Bank Limited Fixed | ||||||
| term deposit | – –––––––––––––– |
500 –––––––––––––– |
500 –––––––––––––– |
– –––––––––––––– |
– –––––––––––––– |
– –––––––––––––– |
| 137 –––––––––––––– |
500 –––––––––––––– |
637 –––––––––––––– |
– –––––––––––––– |
– –––––––––––––– |
– –––––––––––––– |
The fair value hierarchy applied to contingent future receipts on disposal of fixed asset investments is Level 3.
The only movements in current asset investments during the year were the recognition of contingent future receipts on disposal of fixed asset investments and the placing of the Close Brothers Bank Limited deposit.
| 31 December 2011 | 31 December 2010 | |||||
|---|---|---|---|---|---|---|
| Ordinary | Ordinary | |||||
| shares | D shares | Total | shares | D shares | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Trade creditors | – | – | – | 142 | 35 | 177 |
| Accruals and deferred income | 179 | 46 | 225 | 52 | 11 | 63 |
| UK corporation tax payable | 30 | – | 30 | – | – | – |
| Other creditors | 5 –––––––––––––– |
2 –––––––––––––– |
7 –––––––––––––– |
85 –––––––––––––– |
145 –––––––––––––– |
230 –––––––––––––– |
| 214 –––––––––––––– |
48 –––––––––––––– |
262 –––––––––––––– |
279 –––––––––––––– |
191 –––––––––––––– |
470 –––––––––––––– |
The Directors consider that the carrying amount of creditors is not materially different from their fair value.
| 31 December 2011 | 31 December 2010 | |||||||
|---|---|---|---|---|---|---|---|---|
| Ordinary shares |
D shares | Total | Ordinary shares |
D shares | Total | |||
| Allotted, called up and fully paid shares of 50 pence each Number of shares |
33,823,795 | 6,352,652 | 40,176,447 | 32,439,999 | 6,335,155 | 38,775,154 | ||
| Nominal value of allotted shares (£'000) |
–––––––––––––– 16,912 –––––––––––––– |
–––––––––––––– 3,176 –––––––––––––– |
–––––––––––––– 20,088 –––––––––––––– |
–––––––––––––– 16,220 –––––––––––––– |
–––––––––––––– 3,168 –––––––––––––– |
–––––––––––––– 19,388 –––––––––––––– |
||
| Voting rights (net of treasury shares) |
30,356,399 –––––––––––––– |
6,352,652 –––––––––––––– |
36,709,051 –––––––––––––– |
29,196,303 –––––––––––––– |
6,335,155 –––––––––––––– |
35,531,458 –––––––––––––– |
The Company purchased 723,700 Ordinary shares (2010: 441,970) to be held in treasury at a cost of £462,000 (2010: £289,000). The Company cancelled 500,000 Ordinary shares from treasury (2010: 242,000), and purchased 482,372 Ordinary shares (2010: 241,615) for cancellation at a cost of £306,000 (2010: £157,000).
The Company holds a total of 3,467,396 Ordinary shares in treasury, representing 10.3 per cent. of the issued share capital as at 31 December 2011. There are no D shares held in treasury. Since the year end, 39,396 Ordinary shares have been cancelled out of treasury to ensure that the holding of treasury shares does not exceed 10 per cent. of the issued Ordinary shares.
Under the terms of the Ordinary shares' Dividend Reinvestment Scheme, the following Ordinary shares of 50 pence nominal value were allotted during the year:
| Date of allotment | Opening market price per share |
||||
|---|---|---|---|---|---|
| Number of shares allotted |
Issue price (pence per share) |
value of shares £'000 |
nominal Consideration received (net of costs) £'000 |
on allotment date (pence per share) |
|
| 31 May 2011 30 September 2011 |
78,843 79,631 –––––––––––––– 158,474 |
72.90 72.30 |
39 40 –––––––––––––– 79 |
51 50 –––––––––––––– 101 |
65.50 63.50 |
Under the Albion VCTs Linked Top Up Offer for Subscription for Ordinary shares launched on 1 November 2010, the following Ordinary shares of 50 pence nominal value were allotted;
| Opening | |||||
|---|---|---|---|---|---|
| market price | |||||
| Aggregate | per share | ||||
| Issue | nominal Consideration | on allotment | |||
| Number of | price | value of | received | date | |
| shares | (pence per | shares | (net of costs) | (pence per | |
| Date of allotment | allotted | share) | £'000 | £'000 | share) |
| 10 January 2011 | 816,370 | 80.10 | 408 | 619 | 64.00 |
| 23 March 2011 | 811,163 | 80.10 | 406 | 614 | 60.50 |
| 6 April 2011 | 533,103 | 80.10 | 267 | 404 | 61.50 |
| 17 May 2011 | 47,058 –––––––––––––– |
77.10 | 23 –––––––––––––– |
34 –––––––––––––– |
65.50 |
| 2,207,694 –––––––––––––– |
1,104 –––––––––––––– |
1,671 –––––––––––––– |
Under the terms of the D shares' Dividend Reinvestment Scheme, the following D shares of 50 pence nominal value were allotted during the year:
| Opening market price |
|||||
|---|---|---|---|---|---|
| Number of | Issue price |
Aggregate value of |
nominal Consideration received |
per share on allotment date |
|
| Date of allotment | shares allotted |
(pence per share) |
shares £'000 |
(net of costs) £'000 |
(pence per share) |
| 31 May 2011 | 8,551 | 91.75 | 4 | 6 | 94.00 |
| 30 September 2011 | 8,946 –––––––––––––– |
90.45 | 4 –––––––––––––– |
7 –––––––––––––– |
92.00 |
| 17,497 –––––––––––––– |
8 –––––––––––––– |
13 –––––––––––––– |
| 31 December 2011 | 31 December 2010 | ||||
|---|---|---|---|---|---|
| Ordinary | Ordinary | ||||
| shares | D shares | shares | D shares | ||
| (pence | (pence | (pence | (pence | ||
| per share) | per share) | per share) | per share) | ||
| Basic and diluted net asset values per share | 75.5 –––––––––––––– |
93.0 –––––––––––––– |
75.4 –––––––––––––– |
93.0 –––––––––––––– |
The basic and diluted net asset values per share at the year end are calculated in accordance with the Articles of Association and are based upon total shares in issue (less treasury shares) of 30,356,399 Ordinary shares (2010: 29,196,303) and 6,352,652 D shares (2010: 6,335,155) as at 31 December 2011.
| Year ended | Year ended | |||||||
|---|---|---|---|---|---|---|---|---|
| 31 December 2011 | 31 December 210 | |||||||
| Ordinary | Ordinary | |||||||
| shares | D shares | Total | shares | D shares | Total | |||
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |||
| Opening cash balances | 4,227 | 4,285 | 8,512 | 4,709 | 1,199 | 5,908 | ||
| Net cash flow | 1,507 –––––––––––––– |
(2,824) –––––––––––––– |
(1,317) –––––––––––––– |
(482) –––––––––––––– |
3,086 –––––––––––––– |
2,604 –––––––––––––– |
||
| Closing cash balances | 5,734 –––––––––––––– |
1,461 –––––––––––––– |
7,195 –––––––––––––– |
4,227 –––––––––––––– |
4,285 –––––––––––––– |
8,512 –––––––––––––– |
| Year ended | Year ended | |||||
|---|---|---|---|---|---|---|
| 31 December 2011 | 31 December 2010 | |||||
| Ordinary | Ordinary | |||||
| shares | D shares | Total | shares | D shares | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Revenue return on ordinary activities | ||||||
| before taxation | 539 | 130 | 669 | 525 | 18 | 543 |
| Investment management fee charged | ||||||
| to capital | (385) | (99) | (484) | (376) | (81) | (457) |
| Movement in accrued amortised | ||||||
| loan stock interest | 19 | (37) | (18) | (43) | (1) | (44) |
| (Increase)/decrease in debtors | (15) | (18) | (33) | 26 | (4) | 22 |
| (Decrease)/increase in creditors | (13) –––––––––––––– |
(2) –––––––––––––– |
(15) –––––––––––––– |
(31) –––––––––––––– |
48 –––––––––––––– |
17 –––––––––––––– |
| Net cash flow from operating | ||||||
| activities | 145 | (26) | 119 | 101 | (20) | 81 |
The Company's capital comprises Ordinary shares and D shares as described in note 15. The Company is permitted to buy back its own shares for cancellation or treasury purposes, and this is described in more detail on page 24 of the Directors' report and enhanced business review within this Annual Report and Financial Statements.
The Company's financial instruments comprise equity and loan stock investments in unquoted companies, cash balances and short term debtors and creditors which arise from its operations. The main purpose of these financial instruments is to generate cashflow and revenue and capital appreciation for the Company's operations. The Company has no gearing or other financial liabilities apart from short term creditors. The Company does not use any derivatives for the management of its balance sheet.
The principal risks arising from the Company's operations are:
The Board regularly reviews and agrees policies for managing each of these risks. There have been no changes in the nature of the risks that the Company has faced during the past year, and there have been no changes in the objectives, policies or processes for managing risks during the past year. The key risks are summarised below.
As a venture capital trust, it is the Company's specific nature to evaluate and control the investment risk of its portfolio in unquoted investments, details of which are shown on pages 11 to 14 of the Annual Report and Financial Statements. Investment risk is the exposure of the Company to the revaluation and devaluation of investments. The main driver of investment risk is the operational and financial performance of the portfolio companies and the dynamics of market quoted comparators. The Manager receives management accounts from portfolio companies, and members of the investment management team often sit on the boards of unquoted portfolio companies; this enables the close identification, monitoring and management of investment risk.
The Manager and the Board formally reviews investment risk (which includes market price risk), both at the time of initial investment and at quarterly Board meetings.
The Board monitors the prices at which sales of investments are made to ensure that profits to the Company are maximised, and that valuations of investments retained within the portfolio appear sufficiently prudent and realistic compared to prices being achieved in the market for sales of unquoted investments.
The maximum investment risk as at the balance sheet date is the value of the fixed asset investment portfolio which, for Ordinary shares is £17,147,000 (2010: £17,853,000) and for D shares £3,966,000 (2010: £1,786,000). Fixed asset investments form 75 per cent. of the Ordinary shares' and 67 per cent. of the D shares' net asset value as at 31 December 2011 (2010: 81 per cent. Ordinary shares; 30 per cent. D shares).
More details regarding the classification of fixed asset investments are shown in note 11.
Investment price risk is the risk that the fair value of future investment cash flows will fluctuate due to factors specific to an investment instrument or to a market in similar instruments. To mitigate the investment price risk for the Company as a whole, the strategy of the Company is to invest in a broad spread of industries with approximately two-thirds of the unquoted investments comprising debt securities, which, owing to the structure of their yield and the fact that they are usually secured, have a lower level of price volatility than equity. Details of the industries in which the top ten investments have been made are contained in the Portfolio companies section on page 15 and in the Manager's report.
The valuation method used will be the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the September 2009 IPEVCV Guidelines.
As required under FRS 29 "Financial Instruments: Disclosures", the Board is required to illustrate by way of a sensitivity analysis the degree of exposure to market risk. The Board considers that the value of the fixed investment portfolio is sensitive to a 10 per cent. change based on the current economic climate. The impact of a 10 per cent. change has been selected as this is considered reasonable given the current level of volatility observed both on a historical basis and future expectations.
The sensitivity of a 10 per cent. (2010: 10 per cent.) increase or decrease in the valuation of the fixed asset investment portfolio (keeping all other variables constant) would increase or decrease the net asset value and return for the year of Ordinary shares by £1,715,000 (2010: £1,785,000) and £397,000 (2010: £179,000) for the D shares.
It is the Company's policy to accept a degree of interest rate risk on its financial assets through the effect of interest rate changes. On the basis of the Company's analysis, it is estimated that a rise or fall of 0.5 per cent. in all LIBOR and base rates would have reduced total return before tax for the year by approximately £23,000 for the Ordinary shares (2010: £22,000) and £19,000 for the D shares (2010: £24,000).
The weighted average interest rate applied to the Company's fixed rate assets during the year was approximately 6.7 per cent. for the Ordinary shares (2010: 4.5 per cent.) and 8.3 per cent. for the D shares (2010: 2.9 per cent.).
The weighted average period to maturity for the fixed rate assets is approximately 3.0 years (2010: 1.8 years) for Ordinary shares and 9.1 years for D shares (2010: 4.7 years).
The Company's financial assets and liabilities, all denominated in pounds sterling, consist of the following:
| 31 December 2011 Non- |
31 December 2010 | |||||||
|---|---|---|---|---|---|---|---|---|
| Fixed rate £'000 |
Floating rate £'000 |
interest bearing £'000 |
Total £'000 |
Fixed rate £'000 |
Floating rate £'000 |
Non interest bearing £'000 |
Total £'000 |
|
| Unquoted equity | ||||||||
| and warrants | – | – | 5,776 | 5,776 | – | – | 5,199 | 5,199 |
| Quoted equity | – | – | – | – | – | – | 241 | 241 |
| Convertible and | ||||||||
| discounted bonds | 1,243 | – | 338 | 1,581 | 936 | – | – | 936 |
| Unquoted loan | ||||||||
| stock | 9,623 | 136 | 31 | 9,790 | 11,366 | 111 | – | 11,477 |
| Debtors* | – | – | 78 | 78 | – | – | 219 | 219 |
| Current asset | ||||||||
| investments | – | – | 137 | 137 | – | – | – | – |
| Current liabilities* | – | – | (183) | (183) | – | – | (279) | (279) |
| Cash | 3,686 ––––––––––––– |
2,048 ––––––––––––– |
– ––––––––––––– |
5,734 ––––––––––––– |
3,703 ––––––––––––– |
524 ––––––––––––– |
– ––––––––––––– |
4,227 ––––––––––––– |
| 14,552 ––––––––––––– |
2,184 ––––––––––––– |
6,177 ––––––––––––– |
22,913 ––––––––––––– |
16,005 ––––––––––––– |
635 ––––––––––––– |
5,380 ––––––––––––– |
22,020 ––––––––––––– |
| 31 December 2011 Non- |
31 December 2010 Non |
|||||||
|---|---|---|---|---|---|---|---|---|
| Fixed rate £'000 |
Floating rate £'000 |
interest bearing £'000 |
Total £'000 |
Fixed rate £'000 |
Floating rate £'000 |
interest bearing £'000 |
Total £'000 |
|
| Unquoted equity | – | – | 1,053 | 1,053 | – | – | 530 | 530 |
| Convertible and | ||||||||
| discounted bonds | 1,138 | – | – | 1,138 | 44 | – | – | 44 |
| Unquoted loan | ||||||||
| stock | – | – | 1,775 | 1,775 | – | – | 1,212 | 1,212 |
| Debtors* | – | – | – | – | – | – | 18 | 18 |
| Current asset | ||||||||
| investments | 500 | – | – | 500 | – | – | – | – |
| Current liabilities* | – | – | (47) | (47) | – | – | (191) | (191) |
| Cash | 1,067 ––––––––––––– |
394 ––––––––––––– |
– ––––––––––––– |
1,461 ––––––––––––– |
4,050 ––––––––––––– |
235 ––––––––––––– |
– ––––––––––––– |
4,285 ––––––––––––– |
| 2,705 ––––––––––––– |
394 ––––––––––––– |
2,781 ––––––––––––– |
5,880 ––––––––––––– |
4,094 ––––––––––––– |
235 ––––––––––––– |
1,569 ––––––––––––– |
5,898 ––––––––––––– |
*The debtors and current liabilities do not reconcile to the balance sheets as prepayments and tax payable are not included in the above tables.
Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The Company is exposed to credit risk through its debtors, investment in unquoted loan stock, and through the holding of cash on deposit with banks.
The Manager evaluates credit risk on loan stock instruments prior to investment, and as part of its ongoing monitoring of investments. In doing this, it takes into account the extent and quality of any security held. Typically loan stock instruments have a first fixed charge or a fixed and floating charge over the assets of the portfolio company in order to mitigate the gross credit risk. The Manager receives management accounts from portfolio companies, and members of the investment management team often sit on the boards of unquoted portfolio companies; this enables the close identification, monitoring and management of investment specific credit risk.
Bank deposits are held with banks which have a Moody's credit rating of at least 'A'. The Company has an informal policy of limiting counterparty banking exposure to a maximum of 20 per cent. of net asset value for any one counterparty.
The Manager and the Board formally review credit risk (including debtors) and other risks, both at the time of initial investment and at quarterly Board meetings.
The Company's total gross credit risk for Ordinary shares at 31 December 2011 was limited to £11,371,000 (2010: £12,413,000) of unquoted loan stock instruments, £101,000 debtors (2010: £219,000) and £5,734,000 (2010: £4,227,000) cash deposits with banks.
The Company's total gross credit risk for D shares at 31 December 2011 was limited to £2,913,000 (2010: £1,256,000) unquoted loan stock instruments, £30,000 (2010: £18,000) debtors and £1,961,000 (2010: £4,285,000) of cash and fixed term deposits with banks.
As at the balance sheet date, the cash held by the Company is held with the Royal Bank of Scotland plc, Lloyds TSB Bank plc, Close Brothers Bank Limited, Scottish Widows Bank plc (part of Lloyds Banking Group Plc) and Standard Life Cash Savings (part of Barclays Bank plc). Credit risk on cash transactions is mitigated by transacting with counterparties that are regulated entities subject to regulatory supervision, with Moody's credit ratings of at least 'A' or equivalent as assigned by international credit-rating agencies.
The Ordinary shares' cost, impairment and carrying value of impaired loan stocks as at 31 December 2011 and 31 December 2010 are as follows:
| 31 December 2011 | 31 December 2010 | ||||||
|---|---|---|---|---|---|---|---|
| Carrying | |||||||
| Cost | Impairment | value | Cost | Impairment | value | ||
| Ordinary shares | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Impaired loan stock | 4,200 | (1,711) | 2,489 | 7,133 | (2,262) | 4,871 |
There are no impaired loan stock instruments for D shares.
Impaired loan stock instruments have a first fixed charge or a fixed and floating charge over the assets of the portfolio company and the Board consider the security value approximates to the carrying value.
Liquid assets are held as cash on current account, cash on deposit or short term money market account. Under the terms of its Articles, the Company has the ability to borrow up to 10 per cent. of its adjusted capital and reserves of the latest published audited balance sheet, which amounts to £2,881,000 (2010: £2,791,000) as at 31 December 2011.
The Company had no committed borrowing facilities as at 31 December 2011 (2010: nil) and the Company had cash and fixed term deposit balances of £7,695,000 (2010: £8,512,000). The main cash outflows are for new investments, buy-back of shares and dividend payments, which are within the control of the Company. The Manager formally reviews the cash requirements of the Company on a monthly basis, and the Board on a quarterly basis, as part of its review of management accounts and forecasts. All of the Company's financial liabilities are short term in nature and total £262,000 (2010: £470,000).
The carrying value of Ordinary shares' loan stock investments at 31 December 2011 as analysed by expected maturity dates is as follows:
| Fully | Past due | Total | ||
|---|---|---|---|---|
| performing | Impaired | |||
| Redemption date | £'000 | £'000 | £'000 | £'000 |
| Less than one year | 741 | 390 | 959 | 2,090 |
| 1-2 years | 1,806 | 664 | 1,432 | 3,902 |
| 2-3 years | 1,008 | 1,388 | 184 | 2,580 |
| 3-5 years | 1,605 | 47 | 362 | 2,014 |
| Greater than 5 years | 667 –––––––––––––– |
– –––––––––––––– |
118 –––––––––––––– |
785 –––––––––––––– |
| 5,827 –––––––––––––– |
2,489 –––––––––––––– |
3,055 –––––––––––––– |
11,371 –––––––––––––– |
The carrying value of Ordinary shares' loan stock investments at 31 December 2010 as analysed by expected maturity dates is as follows:
| Redemption date | Fully performing £'000 |
Renegotiated £'000 |
Impaired £'00 |
Past due £'000 |
Total £'000 |
|---|---|---|---|---|---|
| Less than one year | – | – | 2,603 | 205 | 2,808 |
| 1-2 years | 1,279 | 894 | 498 | 2,259 | 4,930 |
| 2-3 years | 1,078 | – | 514 | 122 | 1,714 |
| 3-5 years | 1,340 | 111 | 1,256 | 226 | 2,933 |
| Greater than 5 years | 28 –––––––––––––– |
– –––––––––––––– |
– –––––––––––––– |
– –––––––––––––– |
28 –––––––––––––– |
| 3,725 –––––––––––––– |
1,005 –––––––––––––– |
4,871 –––––––––––––– |
2,812 –––––––––––––– |
12,413 –––––––––––––– |
The carrying value of D shares' loan stock investments at 31 December 2011 as analysed by expected maturity dates is as follows:
| performing £'000 |
Impaired £'00 |
Past due £'000 |
Total £'000 |
|---|---|---|---|
| – | – | – | – |
| – | – | – | – |
| 1,015 | – | 209 | 1,224 |
| 449 | – | 317 | 766 |
| 608 | – | 315 | 923 –––––––––––––– |
| 2,072 | – | 841 | 2,913 –––––––––––––– |
| –––––––––––––– –––––––––––––– |
Fully –––––––––––––– –––––––––––––– |
–––––––––––––– –––––––––––––– |
All of the D shares' loan stock investments at 31 December 2010 were fully performing and were expected to mature over periods longer than 4 years.
Loan stock categorised as past due includes;
In view of the factors identified above, the Board considers that the Company is subject to low liquidity risk.
All of the Company's financial assets and liabilities as at 31 December 2011 are stated at fair value as determined by the Directors, with the exception of loans and receivables included within investments, which are measured at amortised cost, in accordance with FRS 26. The Directors believe that the current carrying value of loan stock is not materially different to the fair value. There are no financial liabilities other than creditors. The Company's financial liabilities are all non-interest bearing. It is the Directors' opinion that the book value of the financial liabilities is not materially different from the fair value and all are payable within one year.
The Company had the following financial commitments in respect of investments:
Since the year end, the Company had the following material investment transactions:
On 1 November 2011 the Company announced the launch of the Albion VCTs Linked Top Up Offer 2011/2012. In aggregate, the Albion VCTs will be aiming to raise approximately £15 million across seven of the VCTs managed by Albion Ventures LLP, of which Albion Development VCT PLC's share will be approximately £2.25 million. The maximum amount raised by each of the Albion VCTs will be 10 per cent. of its issued share capital (over any one 12 month period, and including any shares issued under Dividend Reinvestment Schemes), being the amount that they may issue under the Prospectus Rules without the publication of a full prospectus.
The proceeds of the Offer will be used to provide further resources to the Albion VCTs at a time when a number of attractive new investment opportunities are being seen. An Investor Guide and Offer document have been sent to shareholders.
The following Ordinary shares of nominal value 50 pence per share were allotted under the Offer after 31 December 2011:
| Date of allotment | Issue price (pence per share) |
Number of shares allotted |
Aggregate value of shares £'000 |
Net nominal consideration received (net of costs) £'000 |
Opening market price per share on allotment date (pence per share) |
|---|---|---|---|---|---|
| 10 January 2012 | 77.8 | 513,073 | 257 | 378 | 63.50 |
| 20 March 2012 | 77.8 | 556,839 | 278 | 410 | 61.50 |
| 5 April 2012 | 77.8 | 853,075 –––––––––––––– |
427 –––––––––––––– |
627 –––––––––––––– |
61.50 |
| Total | 1,922,987 –––––––––––––– |
962 –––––––––––––– |
1,415 –––––––––––––– |
The Manager, Albion Ventures LLP, is considered to be a related party under the Listing Rules by virtue of the fact that the Manager is party to a Management agreement from the Company (details disclosed on page 23 of this report). During the year, services of a total value of £646,000 (2010: £609,000) were purchased by the Company from Albion Ventures LLP in respect of management fees. At the financial year end, the amount due to Albion Ventures LLP disclosed as accruals (2010: trade creditors) was £162,000 (2010: £160,000).
During the year the Company raised new funds through the Albion VCTs Linked Top Up Offer 2010/2011 as detailed in note 15. The total cost of the issue of these shares was 5.5 per cent. of the sums subscribed. Of these costs, an amount of £3,450 was paid to the Manager, Albion Ventures LLP in respect of receiving agent services. There were no sums outstanding in respect of receiving agent services at the year end.
Albion Ventures LLP holds 331 fractional entitlement shares of the Company as a result of the conversion of C shares to Ordinary shares in March 2007. These shares will be sold for the benefit of the Company at a future date.
Albion Ventures LLP also holds 14,000 Ordinary shares as a result of the failure of an original subscriber to pay cleared funds on initial subscription.
NOTICE IS HEREBY GIVEN that the annual general meeting of Albion Development VCT PLC (the "Company") will be held at the City of London Club, 19 Old Broad Street, London EC2N 1DS on 15 June 2012 at 11.30am for the following purposes:
To consider and, if thought fit, to pass the following resolutions, of which numbers 1 to 7 and number 9 will be proposed as ordinary resolutions and number 8 and numbers 10 to 14 as special resolutions.
provided that this authority shall expire 18 months from the date that this resolution is passed, or, if earlier, the conclusion of the next annual general meeting of the Company, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power had not expired.
In this resolution, "rights issue" means an offer of equity securities open for acceptance for a period fixed by the Directors to holders on the register on a fixed record date in proportion as nearly as may be to their respective holdings, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with any fractional entitlements or legal or practical difficulties under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory.
This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(2)(b) of the Act as if in the first paragraph of the resolution the words "subject to, and conditional on the passing of resolution number 9" were omitted.
Under the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 (the "Regulations"), Ordinary and D shares purchased by the Company out of distributable profits can be held as treasury shares, which may then be cancelled or sold for cash. The authority sought by this special resolution number 11 is intended to apply equally to shares to be held by the Company as treasury shares in accordance with the Regulations.
BY ORDER OF THE BOARD
Company Secretary Registered office 1 King's Arms Yard London EC2R 7AF 11 April 2012
Registered in England and Wales with number 3654040
Return of the Form of Proxy will not preclude a member from attending the meeting and voting in person. A member may not use any electronic address provided in the Notice of this meeting to communicate with the Company for any purposes other than those expressly stated.
To be effective the Form of Proxy must be completed in accordance with the instructions and received by the Registrars of the Company by 11.30am on 13 June 2012.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK and Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent by 11.30am 13 June 2012. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK and Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
A matter may properly be included in the business at he AGM unless (i) it is defamatory of any person or (ii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the matter to be included in the business, must be accompanied by a statement setting out the grounds for the request, must be authenticated by the person(s) making it and must be received by the Company not later than 6 weeks before the date of the AGM.
NOTICE IS HEREBY GIVEN that the general meeting of the holders of Ordinary shares in Albion Development VCT PLC (the "Company") will be held at the City of London Club, 19 Old Broad Street, London EC2N 1DS on 15 June 2012 at 11.45am, following the Annual General Meeting for the following purposes:
To consider and, if thought fit, to pass the following resolution, which will be proposed as a special resolution.
BY ORDER OF THE BOARD
Albion Ventures LLP Company Secretary Registered office 1 King's Arms Yard, London EC2R 7AF 11 April 2012
Registered in England and Wales with number 3654040
(continued)
Return of the Form of Proxy will not preclude a member from attending the meeting and voting in person. A member may not use any electronic address provided in the Notice of this meeting to communicate with the Company for any purposes other than those expressly stated.
To be effective the Form of Proxy must be completed in accordance with the instructions and received by the Registrars of the Company by 11.45am on 13 June 2012.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK and Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent by 11.45am on 13 June 2012. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK and Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
A matter may properly be included in the business at he AGM unless (i) it is defamatory of any person or (ii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the matter to be included in the business, must be accompanied by a statement setting out the grounds for the request, must be authenticated by the person(s) making it and must be received by the Company not later than 6 weeks before the date of the AGM.
NOTICE IS HEREBY GIVEN that the general meeting of the holders of D shares in Albion Development VCT PLC (the "Company") will be held at the City of London Club, 19 Old Broad Street, London EC2N 1DS on 15 June 2012 at 11.50am, following the General Meeting for Ordinary shares for the following purposes:
To consider and, if thought fit, to pass the following resolution, which will be proposed as a special resolution.
BY ORDER OF THE BOARD
Albion Ventures LLP Company Secretary Registered office 1 King's Arms Yard, London EC2R 7AF 11 April 2012
Registered in England and Wales with number 3654040
Return of the Form of Proxy will not preclude a member from attending the meeting and voting in person. A member may not use any electronic address provided in the Notice of this meeting to communicate with the Company for any purposes other than those expressly stated.
To be effective the Form of Proxy must be completed in accordance with the instructions and received by the Registrars of the Company by 11.50am on 13 June 2012.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK and Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent by 11.50am on 13 June 2012. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK and Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
A matter may properly be included in the business at he AGM unless (i) it is defamatory of any person or (ii) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the matter to be included in the business, must be accompanied by a statement setting out the grounds for the request, must be authenticated by the person(s) making it and must be received by the Company not later than 6 weeks before the date of the AGM.
Albion Development VCT PLC
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