Interim / Quarterly Report • Jun 30, 2012
Interim / Quarterly Report
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Half-yearly Financial Report (unaudited) for the six months to 30 June 2012
| Company number | 4114310 |
|---|---|
| Directors | Dr N E Cross, Chairman Lt Gen Sir Edmund Burton KBE M J Hart P H Reeve |
| 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 6RH |
| Legal adviser | Bird & Bird LLP 15 Fetter Lane London, EC4A 1JP |
| Albion Technology & General 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 5854 (UK National Rate call, lines are open 8.30am – 5.30pm; Mon – Fri, calls may be recorded) Website: www.computershare.co.uk |
| Shareholders can access holdings and valuation information regarding any of their shares held with 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: 020 7601 1850 (lines are open 9.00am – 5.30pm; Mon – Fri, calls may be recorded) Email: [email protected] Website: www.albion-ventures.co.uk |
| Please note that these contacts are unable to provide financial or taxation advice. |
Albion Technology & General VCT PLC ("the Company") is a venture capital trust which raised £14.3 million in December 2000 and 2002, and raised a further £35.0 million during 2006 through the launch of a C share issue. The Company raised a further £3.1 million under the Albion VCTs Linked Top Up Offers in 2011 and 2012.
The Company offers investors the opportunity to participate in a balanced portfolio of technology and nontechnology businesses. The Company's investment portfolio is intended to be split approximately as follows:
The Investment Manager pursues a longer term investment approach, with a view to providing shareholders with a strong, predictable dividend flow combined with the prospects of capital growth. This is achieved in two ways. First, by controlling the VCT's exposure to technology risk through ensuring that many of the companies in the non-technology portfolio have property as their major asset, with no external borrowings. Second, by balancing the investment portfolio by sector, so that those areas such as leisure and business services, which are susceptible to changes in consumer sentiment, are complemented by sectors with more predictable long term characteristics, such as healthcare and the environment.
| Record date for second dividend | 5 October 2012 |
|---|---|
| Payment date for second dividend | 31 October 2012 |
| Financial year end | 31 December 2012 |
| Unaudited six months ended 30 June 2012 (pence per share) |
Unaudited six months ended 30 June 2011 (pence per share) |
Audited year ended 31 December 2011 (pence per share) |
|
|---|---|---|---|
| Net asset value | 83.30 | 87.90 | 85.10 |
| Revenue return | 0.90 | 0.70 | 1.60 |
| Capital (loss)/return | (0.20) | 2.00 | 0.60 |
| Ordinary shares (pence per share) (i) |
C shares (pence per share) (i)(ii) |
|
|---|---|---|
| Total shareholder net asset value return to 30 June 2012 | ||
| Total dividends paid during the period ended: 31 December 2001 | 1.00 | – |
| 31 December 2002 | 2.00 | – |
| 31 December 2003 | 1.50 | – |
| 31 December 2004 | 7.50 | – |
| 31 December 2005 | 9.00 | – |
| 31 December 2006 | 8.00 | 0.50 |
| 31 December 2007 | 8.00 | 2.50 |
| 31 December 2008 (iii) | 16.00 | 4.50 |
| 31 December 2009 (iii) | – | 1.00 |
| 31 December 2010 | 8.00 | 3.00 |
| 31 December 2011 | 5.00 | 3.80 |
| 30 June 2012 | 2.50 | 1.90 |
| Total dividends paid to 30 June 2012 | –––––––– 68.50 |
–––––––– 17.20 |
| Net asset value as at 30 June 2012 | 83.30 –––––––– |
64.80 –––––––– |
| Total shareholder net asset value return to 30 June 2012 | 151.80 –––––––– |
82.00 –––––––– |
In addition to the dividends summarised above, the Board has declared a second dividend for the year to 31 December 2012 of 2.50 pence per share to be paid on 31 October 2012 to shareholders on the register as at 5 October 2012.
Notes:
(i) Excludes tax benefits upon subscription.
The results for Albion Technology & General VCT PLC for the six months to 30 June 2012 show a total return of 0.70 pence per share, which included a 14 per cent. increase in investment income over the previous period, but a slower rise in the value of our investments. The net asset value is 83.30 pence per share after the payment of a 2.50 pence per share dividend during the period.
During the period, some £1.9 million was invested in a number of existing investee companies, principally to fund continued growth. Within this, further investments were made in our renewable energy businesses, including Street-by-Street Solar and Regenerco (solar energy) and Alto Prodotto Wind (Wind turbines on brown field and industrial sites in South Wales). The longer term strategy for the VCT is for up to 15 per cent. of funds to be invested in renewable energy, which we see as providing a stable and inflation-resistant source of long term income, compared to the current level of 7 per cent..
In general, the investment portfolio has shown resilience over the period, with the majority of investee companies continuing to show growth. The principal exceptions have been those companies that are either adversely being affected by cuts in public sector funding or by a reduction in the budgets of customers.
At the General Meeting on 22 June 2012, shareholders voted in favour of the increase in the Company's distributable reserves by way of a reduction of the Ordinary share capital and cancellation of its deferred share, capital redemption and share premium reserves. This was approved by Court Order on 11 July 2012. This restructuring has added £28,416,000 to distributable reserves.
We remain concerned over the prospects of the UK and Global economies in view of the increasingly recessionary environment. Nevertheless, we believe that many of the sectors in which we operate, and the investee companies which we support, will be able to grow despite these broader economic issues. In addition, it remains our general policy that investee companies have no external bank borrowings, which is a continuing source of stability to the portfolio. Overall we remain positive about the prospects of the portfolio as a whole.
Other risks and uncertainties remain unchanged and there are details on pages 19 and 20 of the Annual Report and Financial Statements for the year ended 31 December 2011.
It remains the Board's primary objective to maintain sufficient resources for investment in existing and new investee companies and for the continued payment of dividends to shareholders. Therefore, the Board's policy is 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 10 to 15 per cent. discount to net asset value, so far as market conditions and liquidity permit. In order to ensure that these conditions are satisfied, the Company will limit the sum available for buy-backs for the six month period to 31 December 2012 to £250,000.
Details of material related party transactions for the reporting period can be found in note 12 of this Half-yearly Financial Report.
As at 30 June 2012 the net asset value per Ordinary share was 83.30 pence (30 June 2011: 87.90 pence; 31 December 2011: 85.10 pence).
The total return before tax for the six months to 30 June 2012 was £297,000 compared to £1.06 million for the six months to 30 June 2011. A second dividend of 2.50 pence per Ordinary share will be paid on 31 October 2012 to those shareholders on the register on 5 October 2012.
Dr N E Cross Chairman 16 August 2012
The Directors, as listed on page 2 of this Report, are responsible for preparing the Half-yearly Financial Report. The Directors have chosen to prepare this Half-yearly Financial Report for the Company in accordance with United Kingdom Generally Accepted Accounting Practice ("UK GAAP").
In preparing these summarised financial statements for the period to 30 June 2012, we the Directors of the Company, confirm that to the best of our knowledge:
(d) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).
The accounting policies applied to the Half-yearly Financial Report have been consistently applied in current and prior periods and are those applied in the Annual Report and Financial Statements for the year ended 31 December 2011.
This Half-yearly Financial Report has not been audited or reviewed by the Auditor.
By order of the Board
Chairman 16 August 2012
The following is a summary of the qualifying technology fixed asset investments as at 30 June 2012:
| Portfolio company | % voting rights held by Albion Technology & General VCT PLC |
Cost £'000 |
Cumulative movement in value £'000 |
Value £'000 |
Change in value for the period* £'000 |
|---|---|---|---|---|---|
| Mi-Pay Limited | 19.7 | 2,669 | (788) | 1,881 | 1 |
| Helveta Limited | 14.1 | 2,365 | (905) | 1,460 | (1) |
| Blackbay Limited | 8.5 | 941 | 347 | 1,288 | 68 |
| Process Systems Enterprise | |||||
| Limited | 6.9 | 706 | 422 | 1,128 | 230 |
| Opta Sports Data Limited | 5.9 | 735 | 169 | 904 | 154 |
| AMS Sciences Limited | |||||
| (formerly Xceleron Limited) | 17.8 | 878 | (55) | 823 | (55) |
| Mirada Medical Limited | 14.0 | 357 | 410 | 767 | 61 |
| memsstar Limited | 10.7 | 741 | 11 | 752 | 8 |
| sparesFinder Limited | 10.5 | 613 | 78 | 691 | 21 |
| Rostima Holdings Limited | 15.5 | 305 | 383 | 688 | (8) |
| Lowcosttravelgroup Limited | 4.0 | 680 | (43) | 637 | 194 |
| Peakdale Molecular Limited | 6.0 | 427 | 9 | 436 | – |
| Oxsensis Limited | 8.2 | 1,221 | (788) | 433 | (314) |
| DySIS Medical Limited | 5.3 | 846 | (473) | 373 | (93) |
| Abcodia Limited | 2.1 | 75 | – | 75 | – |
| Palm Tree Technology Limited | 0.1 | 37 | 8 | 45 | – |
| Total technology investments |
13,596 | (1,215) | 12,381 | 266 | |
* As adjusted for additions and disposals during the period.
The following is a summary of the qualifying non-technology fixed asset investments as at 30 June 2012:
| % voting | |||||
|---|---|---|---|---|---|
| rights held | Change | ||||
| by Albion Technology |
Cumulative movement |
in value for the |
|||
| & General | Cost | in value | Value | period* | |
| Portfolio company | VCT PLC | £'000 | £'000 | £'000 | £'000 |
| Radnor House School (Holdings) | |||||
| Limited | 11.1 | 1,930 | 594 | 2,524 | 29 |
| Kensington Health Clubs Limited | 14.7 | 3,494 | (1,090) | 2,404 | (24) |
| The Charnwood Pub Company | |||||
| Limited | 12.2 | 2,598 | (985) | 1,613 | 15 |
| Bravo Inns II Limited | 9.3 | 1,415 | (21) | 1,394 | 53 |
| The Weybridge Club Limited | 6.7 | 1,314 | (179) | 1,135 | (1) |
| Orchard Portman Hospital Limited | 16.2 | 1,080 | (15) | 1,065 | (17) |
| The Q Garden Company Limited | 33.4 | 2,401 | (1,410) | 991 | 8 |
| Taunton Hospital Limited Bravo Inns Limited |
15.8 16.1 |
1,000 1,430 |
(26) (526) |
974 904 |
(25) 22 |
| Masters Pharmaceuticals Limited | 3.7 | 727 | (25) | 702 | 127 |
| TEG Biogas (Perth) Limited | 9.4 | 563 | 60 | 623 | 43 |
| Nelson House Hospital Limited | 6.0 | 553 | 25 | 578 | 25 |
| Chichester Holdings Limited | 15.2 | 2,000 | (1,464) | 536 | 10 |
| Prime Care Holdings Limited | 15.6 | 930 | (412) | 518 | (287) |
| The Street by Street Solar | |||||
| Programme Limited | 4.5 | 451 | 3 | 454 | 4 |
| Regenerco Renewable Energy | |||||
| Limited | 5.7 | 446 | – | 446 | (3) |
| Hilson Moran Holdings Limited | 5.5 | 391 | 32 | 423 | 32 |
| Alto Prodotto Wind Limited | 3.9 | 350 | – | 350 | (2) |
| Consolidated PR Limited | 21.7 | 570 | (261) | 309 | (151) |
| CS (Brixton) Limited | 3.9 | 165 | 130 | 295 | 8 |
| CS (Norwich) Limited | 12.5 | 200 | 54 | 254 | 8 |
| Premier Leisure (Suffolk) Limited | 13.6 | 1,000 | (774) | 226 | (3) |
| Peakdale Molecular Limited** | n/a | 222 | – | 222 | 5 |
| Tower Bridge Health Clubs Limited | 2.9 | 164 | 42 | 206 | 7 |
| AVESI Limited | 4.3 | 134 | – | 134 | – |
| CS (Greenwich) Limited | 2.0 | 103 | 30 | 133 | 3 |
| The Dunedin Pub Company VCT | |||||
| Limited | 10.4 | 107 | (4) | 103 | – |
| CS (Exeter) Limited | 4.0 | 65 | (7) | 58 | 3 |
| Greenenerco Limited | 1.4 | 50 | – | 50 | – |
| City Screen (Liverpool) Limited | 4.5 | 56 | (9) | 47 | 2 |
| GB Pub Company VCT Limited | 3.9 | 142 | (130) | 12 | (4) |
| Total non-technology | |||||
| investments | 26,051 | (6,368) | 19,683 | (113) | |
| Total qualifying investments | 39,647 | (7,583) | 32,064 | 153 |
** As adjusted for additions and disposals during the period.
** This part of the Peakdale investment is in loan stock secured against debtors and property and is classified as a non-technology holding.
The following is a summary of the non-qualifying fixed asset investments as at 30 June 2012:
| Portfolio company | % voting rights held by Albion Technology & General VCT PLC |
Cost £'000 |
Cumulative movement in value £'000 |
Value £'000 |
Change in value for the period* £'000 |
|---|---|---|---|---|---|
| Albion Investment Properties | |||||
| Limited | 22.6 | 434 | (54) | 380 | (8) |
| Rostima Holdings Limited | n/a | 138 | – | 138 | – |
| Evolutions Television Limited | n/a | 22 | – | 22 | – |
| Consolidated PR Limited | 21.7 | 33 | (12) | 21 | (31) |
| Evolutions Group Limited | 22.3 | 37 | (28) | 9 | – |
| Total non-qualifying | |||||
| investments | 664 | (94) | 570 | (39) |
*As adjusted for additions and disposals during the period.
| Unaudited six months ended 30 June 2012 |
Unaudited six months ended 30 June 2011 |
Audited year ended 31 December 2011 |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Note | Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
|
| Gains on investments | 3 | – | 162 | 162 | – | 1,022 | 1,022 | – | 687 | 687 |
| Investment income | 4 | 669 | – | 669 | 584 | – | 584 | 1,257 | – | 1,257 |
| Investment management fees |
(107) | (323) | (430) | (109) | (330) | (439) | (216) | (647) | (863) | |
| Other expenses | (104) | – | (104) | (111) | – | (111) | (206) | – | (206) | |
| Return/(loss) on ordinary activities before tax |
––––– 458 |
––––– (161) |
––––– 297 |
––––– 364 |
––––– 692 |
––––– 1,056 |
––––– 835 |
––––– 40 |
––––– 875 |
|
| Tax (charge)/credit on ordinary activities |
(111) ––––– |
84 ––––– |
(27) ––––– |
(76) ––––– |
85 ––––– |
9 ––––– |
(184) ––––– |
172 ––––– |
(12) ––––– |
|
| Return/(loss) attributable to shareholders |
347 ––––– |
(77) ––––– |
270 ––––– |
288 ––––– |
777 ––––– |
1,065 ––––– |
651 ––––– |
212 ––––– |
863 ––––– |
|
| Basic and diluted return/(loss) per share (pence)* |
6 | 0.90 | (0.20) | 0.70 | 0.70 | 2.00 | 2.70 | 1.60 | 0.60 | 2.20 |
* excluding treasury shares
Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2011 and the audited statutory accounts for the year ended 31 December 2011.
The accompanying notes on pages 15 to 21 form an integral part of this Half-yearly Financial Report.
The total column of this Summary 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 periods disclosed above. Accordingly a Statement of total recognised gains and losses is not required. The difference between the reported profit/(loss) 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.
| Note | Unaudited 30 June 2012 £'000 |
Unaudited 30 June 2011 £'000 |
Audited 31 December 2011 £'000 |
|
|---|---|---|---|---|
| Fixed asset investments Qualifying Non-qualifying |
32,064 570 –––––––– |
29,124 1,573 –––––––– |
30,353 627 –––––––– |
|
| Total fixed asset investments | 32,634 | 30,697 | 30,980 | |
| Current assets Trade and other debtors Current asset investments Cash at bank and in hand |
9 | 203 282 1,404 –––––––– |
68 1,000 3,729 –––––––– |
195 1,238 1,447 –––––––– |
| Creditors: amounts falling due within one year |
1,889 (402) –––––––– |
4,797 (349) –––––––– |
2,880 (313) –––––––– |
|
| Net current assets | 1,487 –––––––– |
4,448 –––––––– |
2,567 –––––––– |
|
| Net assets | 34,121 | 35,145 | 33,547 | |
| Capital and reserves Called up share capital Share premium Capital redemption reserve Unrealised capital reserve Special reserve Treasury shares reserve Realised capital reserve Revenue reserve Total equity shareholders' funds |
7 | –––––––– 26,824 1,594 449 (7,664) 5,765 (3,590) 8,832 1,911 –––––––– 34,121 –––––––– |
–––––––– 21,809 929 4,473 (9,355) 9,525 (2,927) 9,489 1,202 –––––––– 35,145 –––––––– |
–––––––– 21,862 959 4,473 (8,001) 6,862 (3,417) 9,246 1,563 –––––––– 33,547 –––––––– |
| Basic and diluted net asset value per share (pence)* |
83.30 –––––––– |
87.90 –––––––– |
85.10 –––––––– |
* excluding treasury shares
Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2011 and the audited statutory accounts for the year ended 31 December 2011.
The accompanying notes on pages 15 to 21 form an integral part of this Half-yearly Financial Report.
These Financial Statements were approved by the Board of Directors and authorised for issue on 16 August 2012, and were signed on its behalf by
Dr N E Cross Chairman Company number: 4114310
| 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 |
|
|---|---|---|---|---|---|---|---|---|---|
| 1 January 2011 (Audited) Return/(loss) for the period Transfer of previously unrealised losses to realised |
21,862 – |
959 – |
4,473 – |
(8,001) 148 |
6,862 – |
(3,417) – |
9,246 (225) |
1,563 347 |
33,547 270 |
| losses Issue of deferred share Purchase of own treasury |
– 4,073 |
– – |
– (4,073) |
189 – |
– – |
– – |
(189) – |
– – |
– – |
| shares Cancellation of treasury shares |
– (50) |
– – |
– 50 |
– – |
– (79) |
(252) 79 |
– – |
– – |
(252) – |
| Issue of equity (net of costs) Transfer from special reserve |
939 | 635 | – | – | – | – | – | – | 1,574 |
| to revenue reserve Dividends paid |
– – ––––– |
– – ––––– |
– – ––––– |
– – ––––– |
(1,018) – ––––– |
– – ––––– |
– – ––––– |
1,018 (1,018) ––––– |
– (1,018) ––––– |
| As at 30 June 2012 (Unaudited) |
26,824 ––––– |
1,594 ––––– |
449 ––––– |
(7,664) ––––– |
5,765 ––––– |
(3,590) ––––– |
8,832 ––––– |
1,911 ––––– |
34,121 ––––– |
| 1 January 2011 (Audited) Return/(loss) for the period Transfer of previously unrealised losses to realised |
24,772 – |
294 – |
400 – |
(9,312) (226) |
14,914 – |
(2,166) – |
4,278 1,003 |
911 288 |
34,091 1,065 |
| losses Transfer on conversion of |
– | – | – | 183 | – | – | (183) | – | – |
| C shares Purchase of own treasury |
(4,073) | – | 4,073 | – | – | – | – | – | – |
| shares Issue of equity (net of costs) Transfer from special reserve to realised capital and |
– 1,110 |
– 635 |
– – |
– – |
– – |
(761) – |
– – |
– – |
(761) 1,745 |
| revenue reserves Dividends paid |
– – ––––– |
– – ––––– |
– – ––––– |
– – ––––– |
(5,389) – ––––– |
– – ––––– |
4,391 – ––––– |
998 (995) ––––– |
– (995) ––––– |
| As at 30 June 2011 (Unaudited) |
21,809 ––––– |
929 ––––– |
4,473 ––––– |
(9,355) ––––– |
9,525 ––––– |
(2,927) ––––– |
9,489 ––––– |
1,202 ––––– |
35,145 ––––– |
| 1 January 2011 (Audited) Return/(loss) for the period Transfer of previously unrealised losses on sale |
24,772 – |
294 – |
400 – |
(9,312) 259 |
14,914 – |
(2,166) – |
4,278 (47) |
911 651 |
34,091 863 |
| of investments Transfer on conversion of C Shares |
– (4,073) |
– – |
– 4,073 |
1,052 – |
– – |
– – |
(1,052) – |
– – |
– – |
| Purchase of own treasury shares |
– | – | – | – | – | (1,251) | – | – | (1,251) |
| Issue of equity (net of costs) Transfer from special reserve |
1,163 | 665 | – | – | – | – | – | – | 1,828 |
| to revenue reserve Transfer from special reserve |
– | – | – | – | (1,985) | – | – | 1,985 | – |
| to realised capital reserve Dividends paid |
– – ––––– |
– – ––––– |
– – ––––– |
– – ––––– |
(6,067) – ––––– |
– – ––––– |
6,067 – ––––– |
– (1,985) ––––– |
– (1,985) ––––– |
| As at 31 December 2011 (Audited) |
21,862 | 959 | 4,473 | (8,001) | 6,862 | (3,417) | 9,246 | 1,563 | 33,547 |
* Included within these reserves is an amount of £5,254,000 (30 June 2011: £7,934,000; 31 December 2011: £6,253,000) which is considered distributable. The special reserve has been treated as distributable in determining the amounts available for distribution.
A transfer of £1,018,000 representing the dividend payment made from revenue reserve has been made from the special reserve to the revenue reserve.
| Note | Unaudited six months ended 30 June 2012 £'000 |
Unaudited six months ended 30 June 2011 £'000 |
Audited year ended 31 December 2011 £'000 |
|
|---|---|---|---|---|
| Operating activities Investment income received Deposit interest received Dividend income received Investment management fees paid Other cash payments |
647 14 – (413) (113) –––––––– |
531 20 – (428) (134) –––––––– |
1,355 42 14 (875) (232) –––––––– |
|
| Net cash flow from operating activities | 8 | 135 | (11) | 304 |
| Taxation UK corporation tax recovered |
15 | 162 | 154 | |
| Capital expenditure and financial investments Purchase of fixed asset investments Disposal of fixed asset investments Net cash flow from investing activities |
(2,266) 767 –––––––– 1,499 |
(3,131) 2,824 –––––––– (307) |
(5,780) 4,280 –––––––– (1,500) |
|
| Management of liquid resources Purchase of current asset investment Disposal of current asset investment Net cash flow from liquid resources |
– 1,000 –––––––– 1,000 |
(1,000) 1,000 –––––––– – |
(1,000) 1,000 –––––––– – |
|
| Equity dividends paid Dividends paid (net of cost of issuing shares under the Dividend Reinvestment Scheme) |
(928) | (914) | (1,820) | |
| Net cash flow before financing | –––––––– (1,277) |
–––––––– (1,070) |
–––––––– (2,862) |
|
| Financing Issue of share capital (net of costs) Purchase of own shares |
1,486 (252) –––––––– |
1,665 (761) –––––––– |
1,665 (1,251) –––––––– |
|
| Net cash flow from financing | 1,234 –––––––– |
904 –––––––– |
414 –––––––– |
|
| Net cash flow in the period | 9 | (43) | (166) | (2,448) |
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" ("AIC SORP") issued by the Association of Investment Companies in January 2009. Accounting policies have been applied consistently in current and prior periods.
Unquoted equity investments, debt issued at a discount and convertible bonds
In accordance with FRS 26 "Financial Instruments Recognition and Measurement", unquoted equity, debt issued at a discount and convertible bonds are designated as fair value through profit or loss ("FVTPL"). 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 full compliance with the RICS Red Book.
Fair value movements on equity investments 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 and 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.
Unquoted loan stock (excluding convertible bonds and debt issued at a discount) are classified as loans and receivables as permitted by FRS 26 and measured at amortised cost using the Effective Interest Rate method less impairment. 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 reserve for impairments arising from revaluation of the fair value of the security.
For all unquoted loan stock, whether fully performing, 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 original effective interest rate. The future cash flows are estimated based on the fair value of the security less the estimated selling costs.
In accordance with FRS 26, bonds and floating rate notes are designated as fair value through profit or loss and are valued at market bid price at the balance sheet date. Floating rate notes are classified as current asset investments as they are investments held for the short term.
Contractual future contingent receipts on 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.
Dividend income is included in revenue when the investment is quoted ex-dividend.
Unquoted loan stock and other preferred income Fixed returns on non-equity shares and debt securities are recognised on a time apportionment basis using an
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 accruals basis using the rate of interest agreed with the bank.
Floating rate note income is recognised on an accruals basis using the interest rate applicable to the floating rate note at that time.
All expenses have been accounted for on an accruals basis. Expenses are charged through the revenue account 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 for deferred tax should be made.
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, 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:
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 an Annual General Meeting.
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| six months | six months | year | |
| ended | ended | ended | |
| 30 June | 30 June | 31 December | |
| 2012 | 2011 | 2011 | |
| £'000 | £'000 | £'000 | |
| Unrealised losses on fixed asset investments held | |||
| at fair value through profit or loss account | (184) | (327) | (138) |
| Unrealised reversals of impairments on fixed asset investments | |||
| held at amortised cost | 332 –––––––– |
101 –––––––– |
397 –––––––– |
| Unrealised gains/(losses) sub total | 148 | (226) | 259 |
| Realised gains/(losses) on investments held at fair | |||
| value through profit or loss account | 14 | 712 | (147) |
| Realised gains on investments held at amortised cost | – | 541 | 580 |
| Realised losses on current asset investments held at | |||
| fair value through profit or loss account | – –––––––– |
(5) –––––––– |
(5) –––––––– |
| Realised gains sub total | 14 –––––––– |
1,248 –––––––– |
428 –––––––– |
| 162 | 1,022 | 687 | |
| –––––––– | –––––––– | –––––––– |
Investments valued on an amortised cost basis are unquoted loan stock instruments as described in note 2.
| six months ended 30 June |
year ended |
|---|---|
| 31 December | |
| 2011 | |
| £'000 | £'000 |
| – | 14 |
| 10 | 10 |
| 23 | 95 |
| 1 | 1 –––––––– |
| 34 | 120 |
| 531 | 1,103 |
| 19 | 34 –––––––– |
| 550 | 1,137 –––––––– |
| 584 | 1,257 –––––––– |
| 2011 –––––––– –––––––– –––––––– –––––––– |
All of the Company's income is derived from operations based in the United Kingdom.
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| six months | six months | year | |
| ended | ended | ended | |
| 30 June | 30 June | 31 December | |
| 2012 | 2011 | 2011 | |
| £'000 | £'000 | £'000 | |
| Dividend of 2.50p per Ordinary share paid on 28 April 2011 Dividend of 2.50p per Ordinary share paid on 28 October 2011 Dividend of 2.50p per Ordinary share paid on 30 April 2012 |
- - 1,018 –––––––– 1,018 –––––––– |
998 - - –––––––– 998 –––––––– |
998 987 - –––––––– 1,985 –––––––– |
The Directors have declared a dividend of 2.50 pence per Ordinary share (total approximately £1,024,000) payable on 31 October 2012 to shareholders on the register as at 5 October 2012.
| Unaudited six months ended 30 June 2012 |
Unaudited six months ended 30 June 2011 |
Audited year ended 31 December 2011 |
||||
|---|---|---|---|---|---|---|
| Revenue | Capital | Revenue | Capital | Revenue | Capital | |
| Return/(loss) attributable to | ||||||
| Ordinary shares (£'000) | 347 | (77) | 288 | 777 | 651 | 212 |
| Weighted average shares | ||||||
| in issue | 40,425,530 | 39,783,152 | 39,764,003 | |||
| Return/(loss) per Ordinary share (pence) |
0.90 | (0.20) | 0.70 | 2.00 | 1.60 | 0.60 |
There are no convertible instruments, derivatives or contingent share agreements in issue for Albion Technology & General VCT PLC hence there are no dilution effects to the return per share. The basic return per share is therefore the same as the diluted return per share.
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| 30 June | 30 June | 31 December | |
| 2012 | 2011 | 2011 | |
| £'000 | £'000 | £'000 | |
| Allotted, called up and fully paid | |||
| 45,501,719 Ordinary shares of 50p each | |||
| (30 June 2011: 43,618,301; 31 December 2011: 43,723,776) | 22,751 | 21,809 | 21,862 |
| 1 Deferred share of £4,073,164 (30 June 2011: nil; | |||
| 31 December 2011: nil) | 4,073 | - | - |
| –––––––– 26,824 |
–––––––– 21,809 |
–––––––– 21,862 |
|
| –––––––– | –––––––– | –––––––– |
40,972,719 Ordinary shares of 50p each (net of treasury shares) (30 June 2011: 39,961,929; 31 December 2011: 39,433,404).
Following approval by shareholders at the General Meeting on 22 June 2012, 1 deferred share with a nominal value of £4,073,164 (30 June 2011: nil; 31 December 2011: nil) was issued during the period. The deferred share has no voting rights, no right to receive a dividend or any other form of income from the Company. As outlined in note 11, the deferred share was cancelled in July 2012, and the balance was transferred to the special reserve.
Under the terms of the Dividend Reinvestment Scheme, the following Ordinary shares of nominal value 50p were allotted:
| Mid-market price | ||||||
|---|---|---|---|---|---|---|
| Net | per share on | |||||
| Issue price | consideration | allotment date | ||||
| Number of | (pence per | received | (pence per | |||
| Date of allotment | shares alloted | share) | £'000 | share) | ||
| 30 April 2012 | 119,999 | 82.60 | 88 | 65.00 |
Under the terms of the Albion VCTs Linked Top Up Offers 2011/2012, the following Ordinary shares of nominal value 50p each were allotted:
| Date of allotment | Number of shares alloted |
Issue price (pence per share) |
Net consideration received £'000 |
Mid-market price per share on allotment date (pence per share) |
|---|---|---|---|---|
| 10 January 2012 | 449,000 | 88.90 | 378 | 76.00 |
| 20 March 2012 | 487,304 | 88.90 | 410 | 73.00 |
| 5 April 2012 | 736,583 | 90.10 | 627 | 73.00 |
| 31 May 2012 | 84,429 –––––––– |
88.30 | 71 –––––––– |
65.00 |
| 1,757,316 –––––––– |
1,486 –––––––– |
The Albion VCTs Linked Top Up Offers 2011/2012 closed on 31 May 2012. In aggregate, the Company raised a total of £1.5 million.
During the period to 30 June 2012 the Company purchased 338,000 Ordinary shares (30 June 2011: 723,000 Ordinary shares and 337,300 C shares*; 31 December 2011: 1,357,000 Ordinary shares and 337,300 C shares*) to be held in treasury at a cost of £250,000 (30 June 2011: £561,000 for Ordinary shares and £200,000 for C shares*; 31 December 2011: £1,051,000 for Ordinary shares and £200,000 for C shares*), representing 0.8 per cent. of the Ordinary shares in issue (excluding treasury shares) as at 31 December 2011. The shares purchased for treasury were funded from the Treasury shares reserve.
*The C shares were converted to Ordinary shares on 31 March 2011 at a ratio of 0.7779 Ordinary shares for each C share.
During the period to 30 June 2012 the Company also cancelled 99,372 shares from the Treasury share reserve, leaving a balance of 4,529,000 Ordinary shares in treasury (30 June 2011: 3,656,372; 31 December 2011: 4,290,372) which represents 9.9 per cent. of the issued share capital as at 30 June 2012.
8. Reconciliation of revenue return on ordinary activities before taxation to net cash flow from operating activities
| Unaudited | Unaudited | Audited |
|---|---|---|
| six months | six months | year |
| ended | ended | ended |
| 30 June | 30 June | 31 December |
| 2012 | 2011 | 2011 |
| £'000 | £'000 | £'000 |
| 458 | 364 | 835 |
| (323) | (330) | (647) |
| (38) | (39) | 160 |
| (8) | (10) | 1 |
| 46 | 4 | (45) –––––––– |
| 135 | (11) | 304 –––––––– |
| –––––––– –––––––– |
–––––––– –––––––– |
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| six months | six months | year | |
| ended | ended | ended | |
| 30 June | 30 June | 31 December | |
| 2012 | 2011 | 2011 | |
| £'000 | £'000 | £'000 | |
| Opening cash balances | 1,447 | 3,895 | 3,895 |
| Net cash flow | (43) –––––––– |
(166) –––––––– |
(2,448) –––––––– |
| End of the period | 1,404 –––––––– |
3,729 –––––––– |
1,447 –––––––– |
As at 30 June 2012, the Company was committed to making a further investment of £72,000 in AMS Sciences Limited.
There are no contingencies or guarantees of the Company as at 30 June 2012 (30 June 2011 and 31 December 2011: nil).
Since 30 June 2012, the Company has completed the following material transactions:
The Manager, Albion Ventures LLP, is considered to be a related party by virtue of the fact that Patrick Reeve, a Director of the Company, is also the Managing Partner of the Manager. The Manager is party to a management agreement with the Company. During the period, services of a total value of £430,000 (30 June 2011: £439,000; 31 December 2011: £863,000) were purchased by the Company from Albion Ventures LLP. At the financial period end, the amount due to Albion Ventures LLP in respect of these services was £220,000 (30 June 2011: £227,000; 31 December 2011: £201,000).
Patrick Reeve is the Managing Partner of the Manager, Albion Ventures LLP. During the year, the Company was charged £11,000 (including VAT) by Albion Ventures LLP in respect of his services as a Director (30 June 2011: £11,000; 31 December 2011: £21,000). At the period end, the amount due to Albion Ventures LLP in respect of these services was £5,000 (30 June 2011: £5,000; 31 December 2011: £5,000).
Albion Ventures LLP holds 1,012 fractional entitlement shares of the Company as a result of the conversion of C shares to Ordinary shares on 31 March 2011. These shares will be sold for the benefit of the Company at a later date.
There are no other related party transactions or balances requiring disclosure.
The Board's assessment of liquidity risk remains unchanged since the last Annual Report and Financial Statements for the year ended 31 December 2011, and is detailed on page 49 of those accounts. The Company has adequate cash and liquid resources. The portfolio of investments is diversified in terms of sector, and the major cash outflows of the Company (namely investments, dividends and share buy-backs) 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 this Half-yearly Financial Report and this is in accordance with 'Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009' published by the Financial Reporting Council.
The information set out in this Half-yearly Financial Report does not constitute the Company's statutory accounts within the terms of section 434 of the Companies Act 2006 for the periods ended 30 June 2012 and 30 June 2011, and is unaudited. The information for the year ended 31 December 2011 does not constitute statutory accounts within the terms of section 434 of the Companies Act 2006 but is derived from the audited statutory accounts for the financial year, which were unqualified and which have been delivered to the Registrar of Companies. The Auditors reported on those accounts; their report was unqualified and did not contain a statement under s498 (2) or (3) of the Companies Act 2006.
This Half-yearly Financial Report is being sent to shareholders and copies will be made available to the public at the registered office of the Company, Companies House, the National Storage Mechanism and also electronically at www.albion-ventures.co.uk under the 'Our Funds' section.
Albion Technology & General VCT PLC
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