Annual Report • Aug 31, 2013
Annual Report
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FOR THE SIX MONTHS ENDED 31 AUGUST 2013
The Company offers investors exposure to the AIM market through a mature portfolio which takes a long term view. This enables investors to benefit from the tax advantages of investing in a VCT.
The Company's funds are managed by Octopus Investments Limited within a VCT-qualifying structure and the objective is to invest in a diversified portfolio of smaller companies principally listed on AIM. Investments are selected for their growth potential, dividend prospects and quality management teams which have a clear business plan to create growth. VCT regulation prevents material investment into asset backed companies, such as resource stocks and as a result, typically the focus is on companies in the consumer, services and computer and software sectors.
The portfolio contains investments in some of the larger, more profitable companies held by any VCT in the market and, being listed on AIM, they subject themselves to the regulatory and governance oversight of boards of directors. On average more than 80% of the equity portfolio is invested in companies expected to make a profit in 2013 and almost two thirds are forecast to pay dividends.
Although the investment philosophy takes a long term view, the Company operates a buy back policy so that shareholders can exit their investment if they wish to. Shares are repurchased at a 5% discount to NAV and cancelled.
Shareholders who buy shares in a new offer by the Company receive up to 30% up-front income tax relief on investments up to £200,000 per tax year providing the shares are held for five years. The Company targets an annual dividend of at least 5p per share which is tax free for all shareholders irrespective of whether they purchased their shares in the secondary market or through a new offer. On this basis, and using the NAV of 107.9p on 7 October 2013, the gross tax-free yield per share is 4.6%.
Shareholders can sell shares through the Company-operated buy back policy and all disposals are free of Capital Gains Tax.
The Octopus Investments Limited Smaller Companies Team is one of the most experienced AIM fund managers in the market. Octopus is a fast growing fund management company and currently manages £3 billion in funds making it the UK's biggest VCT provider.
104.4p Net Asset Value at 31 August 2013
2.5p Interim dividend proposed
The Company's financial calendar is as follows:
| 16 January 2014 | – 2013 interim dividend paid |
|---|---|
| June 2014 | – Annual results for the year to 28 February 2014 announced; Annual Report and financial statements published |
| July/August 2014 | – 2014 final dividend paid |
| December 2014 | – Interim dividend paid |
Dividends will be paid by the Registrar on behalf of the Company. Shareholders who wish to have dividends paid directly into their bank account rather than by cheque to their registered address can complete a mandate form for this purpose. Queries relating to dividends, shareholdings and requests for mandate forms should be directed to the Company's Registrar, Capita Registrars, by calling 0871 664 0324 (calls cost 10p per minute plus network extras. Lines are open Monday – Friday 9.00am – 5.30pm), or by writing to them at:
Capita Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
The Company's share price can be found on various financial websites, such as www.londonstockexchange.com, by typing 'Octopus AIM' in the 'Quotes Search' box.
The latest share price as at the close of business on 13 October 2013 was 102.7p per Ordinary share.
The Company's Ordinary shares can be bought and sold in the same way as any other company quoted on the London Stock Exchange via a stockbroker. There may be tax implications in respect of selling all or part of your holdings, so shareholders should contact their independent financial adviser if they have any queries.
The Company operates a policy of buying its own shares for cancellation as they become available, and envisages that purchases will be made at a 5% discount to the prevailing NAV. The Company is, however, unable to buy-back shares directly from shareholders. If you are considering selling your shares or trading in the secondary market, please contact Panmure Gordon (UK) Limited.
Panmure Gordon (UK) Limited is able to provide details of close periods (when the Company is prohibited from buying in shares) and details of the price at which the Company has bought its shares. Panmure Gordon (UK) Limited can be contacted as follows:
Chris Lloyd 0207 886 2716 [email protected] Paul Nolan 0207 886 2717 [email protected]
Communications with shareholders are mailed to the registered address held on the share register. In the event of a change of address or other amendment this should be notified to the Company's Registrar, Capita Registrars, under the signature of the registered holder. Their contact details can be found at the end of this report.
Previously published Annual Reports and Halfyearly Reports are available for viewing on the Investment Manager's website at www.octopusinvestments.com by navigating to Services, Investor Services, Venture Capital Trusts, Octopus AIM VCT plc. All other statutory information will also be found there.
Many companies are aware that their shareholders have received unsolicited phone calls or correspondence concerning investment matters. These are typically from overseas based "brokers" who target UK shareholders offering to sell them what often turn out to be worthless or high risk shares in US or UK investments. They can be very persistent and extremely persuasive. Shareholders are therefore advised to be very wary of any unsolicited advice, offer to buy shares at a discount or offer for free company reports.
Please note that it is very unlikely that either Octopus Investments Limited ('Octopus' or 'Manager') or the Company's Registrar would make unsolicited telephone calls to shareholders. In any event any such calls would relate only to official documentation already circulated to shareholders and would never be in respect of investment "advice".
If you are in any doubt about the veracity of an unsolicited phone call, please call either Octopus, or the Registrar, at the numbers provided at the back of this report.
Octopus AIM VCT plc is a venture capital trust which aims to provide shareholders with attractive tax-free dividends and long-term capital growth through investing in AIM.
The investment manager is Octopus Investments Limited.The Company was launched as Close AIM VCT PLC in the spring of 1998 and raised £10.1 million from private investors through an issue of Ordinary shares.
Between October 2000 and March 2001 a further £20.0 million was raised through an issue of C shares. Furthermore, between 16 March 2004 and final closing on 5 April 2004 the Company raised £3.3 million by way of a D share issue.
The C shares were merged and converted into Ordinary shares on 31 May 2004, with C shareholders receiving 1.0765 Ordinary shares for each C share held.
A further £15.0 million was raised between 6 January 2005 and 8 April 2005 through an issue of New D shares.
On 31 May 2008, the Ordinary shares converted into D shares at a conversion ratio of 0.5448 D shares for each Ordinary share. The two classes of shares were combined and renamed Ordinary shares which is now the only class of share capital. On 11 August 2010 the Company acquired the net assets of Octopus Phoenix VCT plc ("the merger"), with previous shareholders of Phoenix obtaining 0.42972672 shares in Octopus AIM VCT plc for every one Phoenix share held.
In addition to the merger, on the same date the Company announced a fundraising to raise up to £10 million. The Offer was fully subscribed and closed on 19 April 2011.
In the six months to 31 August 2012, the Company raised a further £2.6 million by way of a Top-Up offer for subscription for Ordinary shares.
In the six months to 31 August 2013, the Company raised a further £5.6 million by way of an open offer for subscription for Ordinary shares. Since 31 August 2013, the Company has raised a further £2.1 million.
| Six months to | Six months to | Year to | |
|---|---|---|---|
| 31 August 2013 | 31 August 2012 | 28 February 2013 | |
| Net assets (£'000s) | 53,590 | 41,391 | 44,123 |
| Net (loss)/profit after tax (£'000s) | 6,630 | 1,155 | 5,471 |
| Net asset value per share ("NAV") | 104.4p | 86.9p | 93.7p |
The object of the table below is to show the return of each individual share class, assuming no subsequent corporate actions had occurred, so that the NAV plus cumulative dividends shown at the bottom of the table relates directly to the original investment. There is now only one share class, that being Ordinary shares (formerly D shares).
| Dividends paid in the period ended* |
Ordinary shares 2012/13 |
Ordinary shares 2011/12 |
Ordinary shares 2010/11 |
Ordinary shares 2009/10 |
D shares 2003/04 |
C shares 2000/01 |
Ordinary 1997/98 |
Phoenix shares 'C' shares 2005/06 |
Phoenix Ordinary shares 2002/03 |
|---|---|---|---|---|---|---|---|---|---|
| 28 February 1999 | – | – | – | 1.88 | – | – | |||
| 29 February 2000 | – | – | – | 3.13 | – | – | |||
| 28 February 2001 | – | – | – | 37.25 | – | – | |||
| 28 February 2002 | – | – | 2.55 | 6.50 | – | – | |||
| 28 February 2003 | – | – | 1.50 | 3.50 | – | – | |||
| 29 February 2004 | – | – | 0.50 | 0.50 | – | 0.15 | |||
| 28 February 2005 | – | 0.50 | 0.50 | 0.50 | – | 6.50 | |||
| 28 February 2006 | – | 2.25 | 2.31 | 2.15 | – | 1.00 | |||
| 28 February 2007 | – | 3.30 | 4.52 | 4.20 | 1.00 | 3.35 | |||
| 31 August 2007 | – | 2.50 | 2.69 | 2.50 | 3.00 | 6.00 | |||
| 29 February 2008 | – | 2.50 | 2.69 | 2.50 | 3.00 | 6.00 | |||
| 31 August 2008 | – | 2.50 | 2.69 | 2.50 | 2.00 | 5.00 | |||
| 28 February 2009 | – | 2.50 | 1.47* | 1.36* | 3.00 | 5.00 | |||
| 31 August 2009 | – | 2.50 | 1.47* | 1.36* | 1.35 | 1.00 | |||
| 28 February 2010 | – | 2.50 | 1.47* | 1.36* | 1.35* | 1.00 | |||
| 31 August 2010 | – | – | –* | –* | 2.70* | 2.00 | |||
| 28 February 2011 | 5.28* | 5.59* | 5.00 | 2.93* | 2.74* | 3.06* | 2.27 | ||
| 31 August 2011 | 2.59* | 2.64* | 2.80* | 2.50 | 1.47* | 1.36* | 1.53* | 1.13 | |
| 29 February 2012 | 2.59* | 2.64* | 2.80* | 2.50 | 1.47* | 1.36* | 1.53* | 1.13 | |
| 31 August 2012 | 2.59* | 2.64* | 2.80* | 2.50 | 1.47* | 1.36* | 1.53* | 1.13 | |
| 28 February 2013 | 2.76* | 2.59* | 2.64* | 2.79* | 2.50 | 1.47* | 1.36* | 1.53* | 1.13 |
| 31 August 2013 | 2.76* | 2.59* | 2.64* | 2.80* | 2.50 | 1.47* | 1.36* | 1.53* | 1.13 |
| Cumulative dividends paid |
5.52 | 12.95 | 18.48 | 19.58 | 38.55 | 34.64 | 80.73 | 28.11 | 44.92 |
| Adjusted NAV as at 31 August 2013** (assuming investment at 100p) |
115.10 | 108.10 | 110.40 | 116.80 | 104.40 | 61.20 | 56.90 | 60.60 | 44.90 |
| Adjusted NAV plus cumulative dividends paid*** |
120.62 | 121.05 | 128.88 | 136.38 | 142.95 | 95.84 | 137.63 | 88.71 | 89.82 |
Following the merger with Octopus Phoenix VCT plc and various share reorganisations, there is now only one share class, Ordinary shares. For Octopus Phoenix VCT plc Ordinary shares and C shares, the figures above represent a notionally adjusted NAV per share in accordance with the relevant conversion factors listed in the shareholder information sector on the preceding page.
An interim dividend of 2.5p will be paid on 16 January 2014 to shareholders on the register on 20 December 2013.
The better market conditions which I commented on in the annual report for the year to February this year have continued over the summer months, and shareholders have been rewarded with a rise in the Net Asset Value and an increase of 12.6% in the market value of the company's shares in the six months to 31st August 2013. This reflects a continuing increase in the value of the investment portfolio, a less cautious investor attitude to stockmarkets and a generally increased tolerance of risk which has resulted in smaller company shares outperforming their larger brethren as investors have sought out growth.
The flow of investment opportunities has been steady rather than overwhelming in the six month period, although there has been an increase in the number of new issues which have come to the market, with momentum expected to build over the next six months if anecdotal chatter around the market is borne out. Of the four new qualifying investments made in the period, two were in new issues, the third was in a private company and the fourth was in an existing AIM company. The fact that so many flotations from 2012 have landed positively has been encouraging for potential new candidates and their advisers and points to an AIM market which is still firmly open as a source of funding for small and growing companies.
Against the background of a steadily improving environment for smaller company shares, the NAV of the fund rose in the first six months of the financial year, by 14.1% if the 2.5p dividend paid to shareholders in July is added back. At the end of the period the fair value of the Company's investments was 53% more than the
book cost. The FTSE Smaller Companies Index (ex Investment Trusts) rose by 17.1% in the six month period although the AIM Index only rose by 1.5%, held back by resource stocks and its higher exposure to very small companies whose share prices are typically the last to move in a rising market.
The good performance of the NAV was partly a result of a general re-rating of smaller companies but was also a reflection of encouraging newsflow from individual investee companies and some very positive contributions from some of the more recent investments made in the past two years. In particular, Mycelx, the water treatment Group, announced results showing strong growth, new contract momentum and a move into monthly profitability and was rewarded by a leap in the value of its shares. WANDisco, a software company which floated on AIM a year ago was once again a very good performer in the period as the market became excited by the 'Big Data' opportunity for its technology. Among the more recent investments Quixant was also a significant contributor.
Some of the larger holdings in the portfolio also performed very well, helped by positive news about the growth of their businesses. Advanced Computer Software and Breedon Aggregates both made well received acquisitions which helped their share prices and Staffline shares were re-rated as investors began to appreciate how well the Group was trading. Judges Scientific, Futura Medical, Netcall, Tasty, TLA, Plastics Capital, Adept Telecom and Mattioli Woods all performed well in the qualifying portfolio and Matchtech, Chime, RWS and SQS added value as non-qualifying holdings.
There have, inevitably been some holdings which suffered setbacks in the period. In the software sector Brady and Idox both saw their shares react negatively to news that large contract wins had been delayed and saw their shares under short-term pressure after strong runs. Craneware and Enteq are still suffering from delays in their growth plans caused by customer deferrals in orders.
£2.9 million was invested in the six month period of which £2.4 million was invested in four new VCT qualifying holdings. The market in new issues has continued to improve, and it is no coincidence that these account for two of the four new investments. Cambridge Cognition specializes in brain health diagnostics and has developed a new mobile test for Alzheimer's which can be easily used by doctors or trained nurses in surgery. It has raised funds to open up this new market to add to its already established niche position providing tests to the research market. Quixant manufactures a specialist computer which sits inside gaming slot machines and enables the machine to meet local regulations in different markets. It also allows players to switch between games more quickly than existing technologies. An investment was made in Nektan, a private company supplying mobile games to the large industry players which is looking to float in the next six months. Another investment was made to support a further fundraising for an existing AIM company, Clean Air Power. It has software technology to enable heavy duty trucks to switch between diesel and LPG to meet tightening emission standards. In the non-qualifying portfolio holdings were added in Plus 500, a new issue, as well as
EMIS, a software provider for medical practices. We bought some more GB Group to add to the qualifying holding.
£2.1 million was received from disposals in the period. Takeovers were once again on the agenda and as a result we lost our holdings in Active Risk Group and in Datong, both of which received a cash bid. Neither had succeeded as standalone public companies, remaining too small to justify the expense of a public listing. As well as realising losses on these holdings, the Company also disposed of some of its other small holdings such as Daisy, Jelf, Corero and Inditherm. The holding in Marwyn Management was also sold after it ceased to qualify. The holding in Hasgrove was reduced in size after we accepted a tender offer by the company for the majority of our shares, and the company has now de-listed from AIM although it still has cash and a profitable business. Twenty, another delisted holding was wound up in the period, returning 1.05p a share. The shares had been valued at zero since they de-listed. On a more positive note, we took some profits in WANDisco, Mycelx and Chime as well as disposing of the entire non-qualifying holding in Augean at a profit.
At the end of the period 81.6% of the portfolio was invested in qualifying holdings, comfortably above the HM Revenue and Customs requirement of 70% and your Company had liquid funds of £9.8 million.
The principle risks and uncertainties are set out in Note 6 to the Half Yearly Report on page 19.
Your Board is very conscious of the importance of dividends to shareholders. It aims to maintain an annual dividend of at least 5p per share which at the current market price of the Company's shares gives an attractive tax free yield of approximately 5.0%. A dividend of 2.5p per share was paid to shareholders in July.
Your Board has approved the payment of an interim dividend of 2.5p per share which will be paid to shareholders on 16 January 2014 who are on the register on 20 December 2013.
In February your Company issued a prospectus to raise up to £10 million by the issue of new shares. This had raised a total of £7.7 million at the date of this report and remains open until the end of January 2014 for all shareholders wishing to subscribe, unless fully subscribed earlier.
During the period, in furtherance of the Board's policy to maintain the discount at which the Company's shares stand in the market of not more than 5%, 861,948 shares were purchased.
It is encouraging that the good news which has been emanating from the majority of the portfolio's holdings has at last begun to impact on share prices and the NAV which has continued to appreciate since the period end and now stands at 107.9p. The news that AIM shares are now eligible for inclusion in an ISA has helped to focus attention back onto smaller companies and the benefits that can be derived from investing in them. This should also help to provide welcome capital to small and growing
businesses and benefit the Company by expanding the pool of qualifying companies seeking investment.
Many of the Companies in which we have invested have now grown to a substantial size, with 80% of the holdings by value being forecast to make average profits in excess of £8.0 million. As these holdings mature they are being supplemented by newer, earlier stage investments funded by profit taking and the proceeds from new share issues. Many investee companies have continued to make good progress and we are optimistic that this can translate into further share price gains as their profits grow. The pick-up in new issue activity should also provide attractive opportunities to invest additional capital raised.
Michael Reeve Chairman 14 October 2013
| 31 August 31 August 31 August 31 August % equity all funds 2013 2013 2013 2013 held by managed Quoted equity investments Sector £'000 £'000 £'000 £'000 AIM VCT by Octopus Advanced Comp Software Plc Software 577 1,846 2,423 (138) 0.7% 3.3% MyCelx Technologies plc Equities 870 1,326 2,196 1,207 3.2% 7.4% Breedon Aggregates Limited Construction 902 1,239 2,141 413 0.8% 1.3% Brooks MacDonald Group Plc Finance 746 1,260 2,006 23 1.2% 2.8% Staffline Recruitment Plc Support Services 337 1,648 1,985 718 1.5% 11.5% WANdisco Plc Software 267 1,288 1,555 351 0.7% 2.6% Idox Plc Software 353 1,136 1,489 (856) 1.3% 4.2% Netcall plc Telecommunication 437 1,040 1,477 178 2.9% 5.1% Escher Group Holdings plc Software 1,002 471 1,473 88 3.2% 5.5% EKF Diagnostics Plc Healthcare 931 537 1,468 – 2.0% 5.8% Quixant plc Technology 718 733 1,451 733 2.4% 6.2% Vertu Motors Plc General Retailers 1,265 122 1,387 333 0.8% 5.6% Tasty Plc Leisure 369 904 1,273 507 2.6% 4.9% Mattioli Woods Plc Finance 523 721 1,244 265 2.0% 3.2% Matchtech Group Plc Support Services 346 754 1,100 376 1.1% 11.1% TLA Worldwide plc Media 807 282 1,089 202 4.6% 11.4% GB Group plc Support Services 493 557 1,050 153 0.9% 2.0% RWS Holdings Plc Support Services 367 616 983 196 0.3% 3.9% Animalcare Group Plc Food 304 586 890 148 2.6% 8.1% Judges Scientific Plc Electronics 300 507 807 254 1.0% 1.6% Cello Group Plc Media 895 (120) 775 279 1.5% 7.1% Futura Medical Plc Pharmaceuticals 613 91 704 5 1.4% 4.3% Brady plc Software 568 125 693 (212) 1.2% 2.0% Clean Air Power Limited Industrial 485 195 680 195 2.2% 11.4% DP Poland Plc Leisure 546 127 673 (273) 3.8% 6.4% Cambridge Cognition Group plc Healthcare 600 69 669 69 5.1% 18.1% Cohort Plc Aerospace & Defence 300 342 642 143 0.9% 4.4% Gooch & Housego Plc Electronics 489 147 636 120 0.5% 3.9% Fusionex International plc Software 279 329 608 162 0.4% 1.4% Omega Diagnostics Plc Healthcare 536 70 606 42 3.8% 7.1% Nektan Limited Software 600 – 600 – 3.0% 10.4% Active Risk Group Plc Software 862 (272) 590 356 5.2% 8.6% Enteq Upstream Plc Oil Services 1,032 (454) 578 (93) 1.7% 3.8% Bond International Plc Software 354 223 577 190 2.3% 3.4% Craneware Plc Software 183 362 545 (14) 0.5% 1.2% Immunodiagnostic Systems Plc Healthcare 528 4 532 197 0.4% 2.6% Adept Telecom Plc Telecommunication 600 (73) 527 231 2.0% 4.1% Synectics Plc Support Services 344 183 527 138 0.6% 1.0% SQS Software Plc Software 291 212 503 158 0.5% 10.7% Mears Group Plc Support Services 139 354 493 43 0.1% 0.1% Sinclair Pharma Plc Pharmaceuticals & Biotech 771 (315) 456 28 0.4% 1.2% Plastics Capital Plc Engineering & Machinery 400 12 412 92 1.5% 17.0% Tangent Communications Plc Support Services 578 (217) 361 (159) 2.1% 5.9% Plus 500 Ltd Finance 285 29 314 29 0.2% 0.5% Goals Soccer Centres Plc Leisure 205 97 302 54 0.4% 2.3% Altitude Group Plc Media 600 (308) 292 8 3.9% 4.5% Chime Communications Plc Media 194 84 278 57 0.1% 0.4% Corac Plc Engineering & Machinery 348 (99) 249 (75) 0.8% 1.7% Access Intelligence Plc Software 375 (169) 206 (19) 3.2% 9.7% Vianet Group Plc Support Services 359 (160) 199 (83) 1.1% 4.6% Woodspeen Plc Support Services 350 (233) 117 – 5.4% 11.3% Hasgrove Plc Media 88 (9) 79 (18) 1.7% 10.2% Work Group Plc Support Services 943 (867) 76 18 4.2% 6.3% Tanfield Group Plc Engineering & Machinery 226 (155) 71 16 0.2% 0.6% In-Deed Online Plc Support Services 301 (236) 65 (114) 3.5% 5.8% SnackTime Plc Support Services 531 (501) 30 7 2.1% 7.4% Dods Group Plc Media 203 (174) 29 (10) 0.2% 0.3% Synarbor Plc Support Services 15 7 22 – 0.8% 0.8% 28,930 16,273 45,203 6,718 Fully realised investments still held as part of the portfolio 480 (480) – – Total investments 29,410 15,793 45,203 6,718 Money market funds 451 - 451 Total fixed asset investments and money market funds 29,861 15,793 45,654 Cash at bank 9,357 Debtors less creditors (1,421) Total net assets 53,590 |
Book | Movement in valuation |
Fair value | Movement in the |
% equity | |
|---|---|---|---|---|---|---|
| costs as at | as at | as at | 6 months to | held by | ||
Equity Investments by Market Value as at 31 August 2013
Equity Investments by Market Value at 31 August 2012
We confirm that to the best of our knowledge:
– a description of related party transactions that have taken place in the first six months of the current financial year, that may have materially affected the financial position or performance of the Company during that period and any changes in the related party transactions described in the last annual report that could do so.
On behalf of the Board
Michael Reeve Chairman 14 October 2013
| Six months to 31 August 2013 | ||||
|---|---|---|---|---|
| Revenue Capital Total |
||||
| £'000 | £'000 | £'000 | ||
| Realised gain/(loss) on disposal of fixed asset investments | – | 181 | 181 | |
| Unrealised gain on valuation of fixed asset investment | – | 6,718 | 6,718 | |
| Income | 300 | – | 300 | |
| Investment management fees | (109) | (328) | (437) | |
| Other expenses | (132) | – | (132) | |
| (Loss)/profit on ordinary activities before tax | 59 | 6,571 | 6,630 | |
| Taxation on (loss)/profit on ordinary activities | – | – | – | |
| (Loss)/profit on ordinary activities after tax | 59 | 6,571 | 6,630 | |
| Earnings per share – basic and diluted | 0.1p | 13.2p | 13.3p |
| Six months to 31 August 2012 | Year to 28 February 2013 |
|||||
|---|---|---|---|---|---|---|
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Realised gain/(loss) on disposal | ||||||
| of fixed asset investments | – | (19) | (19) | – | 455 | 455 |
| Unrealised gain on valuation | ||||||
| of fixed asset investment | – | 1,423 | 1,423 | – | 5,533 | 5,533 |
| Income | 260 | - | 260 | 523 | – | 523 |
| Investment management fees | (99) | (296) | (395) | (202) | (606) | (808) |
| Other expenses | (114) | – | (114) | (232) | – | (232) |
| (Loss)/profit on ordinary | ||||||
| activities before tax | 47 | 1,108 | 1,155 | 89 | 5,382 | 5,471 |
| Taxation on (loss)/profit | ||||||
| on ordinary activities | – | – | – | – | – | – |
| (Loss)/profit on ordinary | ||||||
| activities after tax | 47 | 1,108 | 1,155 | 89 | 5,382 | 5,471 |
| Earnings per share | ||||||
| – basic and diluted | 0.1p | 2.4p | 2.5p | 0.2p | 11.4p | 11.6p |
| Six months ended Six months ended | Year to | ||
|---|---|---|---|
| 31 August 2013 | 31 August 2012 | 28 February 2013 |
|
| £'000 | £'000 | £'000 | |
| Shareholders' funds at start of period | 44,123 | 39,689 | 39,689 |
| Profit/(loss) on ordinary activities after tax | 6,630 | 1,155 | 5,471 |
| Shares purchased and cancelled | (799) | (507) | (10,872) |
| Issue of equity | 4,898 | 2,234 | 12,071 |
| Increase/(decrease) in shares to be issued | – | – | 123 |
| Shares to be issued | – | – | – |
| Dividends paid | (1,262) | (1,180) | (2,359) |
| Shareholders' funds at end of period | 53,590 | 41,391 | 44,123 |
| As at | As at | As at | |||||
|---|---|---|---|---|---|---|---|
| 31 August 2013 | 31 August 2012 | 28 February 2013 |
|||||
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
| Fixed asset investments* | 45,203 | 33,211 | 37,491 | ||||
| Current assets: | |||||||
| Money market securities* | 451 | 7,056 | 5,799 | ||||
| Debtors | 47 | 80 | 71 | ||||
| Cash at bank | 9,357 | 1,076 | 841 | ||||
| 9,855 | 8,212 | 6,711 | |||||
| Creditors: amounts falling | |||||||
| due within one year | (1,468) | (32) | (79) | ||||
| Net current assets | 8,387 | 8,180 | 6,632 | ||||
| Net assets | 53,590 | 41,391 | 44,123 | ||||
| Called up equity share capital | 513 | 476 | 467 | ||||
| Shares to be issued | – | – | 402 | ||||
| Share premium account | 17,184 | 2,484 | 11,939 | ||||
| Capital redemption reserve | 130 | 9 | 121 | ||||
| Special distributable reserve | 44,383 | 55,547 | 45,182 | ||||
| Capital reserve realised | (25,728) | (21,904) | (22,758) | ||||
| Capital reserve unrealised | 16,774 | 4,546 | 8,495 | ||||
| Revenue reserve | 334 | 233 | 275 | ||||
| Total equity shareholders' funds | 53,590 | 41,391 | 44,123 | ||||
| Net asset value per share | 104.4p | 86.9p | 93.7p |
*Held at fair value through profit & loss
The accompanying notes form an integral part of the financial statements.
The statements were approved by the Directors and authorised for issue on 14 October 2013 and are signed on their behalf by:
Michael Reeve Chairman Company No: 03477519
| Six months to 31 August 2013 £'000 |
Six months to 31 August 2012 £'000 |
Year to 28 February 2013 £'000 |
|
|---|---|---|---|
| Net cash outflow from operating | |||
| activities | 1,144 | (321) | (533) |
| Financial investment: | |||
| Purchase of fixed asset investments | (2,904) | (1,639) | (3,671) |
| Disposal of fixed asset investments | 2,090 | 268 | 2,604 |
| Management of cash equivalent resources: | |||
| Purchase of current asset investment | (5,911) | (1,552) | (7,859) |
| Disposal of current asset investment | 11,260 | 3,105 | 10,669 |
| Net cash (outflow)/inflow from | |||
| investing activities | 5,679 | (139) | 1,210 |
| Dividends paid | (1,262) | (1,180) | (2,359) |
| Financing: | |||
| Shares to be issued | – | – | 402 |
| Issue of equity | 4,898 | 2,234 | 11,792 |
| Shares re-purchased | (799) | (507) | (10,872) |
| 2,837 | 547 | (1,037) | |
| Increase/(decrease) in cash at bank | 8,516 | 408 | 173 |
| Six months to | Six months to | Year to | |
|---|---|---|---|
| 31 August 2013 | 31 August 2012 | 28 February 2013 |
|
| £'000 | £'000 | £'000 | |
| Increase/(decrease) in cash at bank | 8,516 | 408 | 173 |
| (Decrease)/increase in cash equivalents | (5,348) | (1,553) | (2,810) |
| Opening net liquid resources | 6,640 | 9,277 | 9,277 |
| Net cash resources at end of period | 9,808 | 8,132 | 6,640 |
| Six months to 31 August 2013 £'000 |
Six months to 31 August 2012 £'000 |
Year to 28 February 2013 £'000 |
|
|---|---|---|---|
| Profit/(loss) on ordinary activities before tax | 6,630 | 1,155 | 5,471 |
| (Gain)/loss on realisation of investments | (181) | 19 | (455) |
| (Gain)/loss on valuation of investments | (6,718) | (1,423) | (5,533) |
| Decrease/(increase) in debtors | 24 | (24) | (15) |
| Increase/(decrease) in creditors | 1,389 | (48) | (1) |
| Net cash outflow from operating activities | 1,144 | (321) | (533) |
The unaudited interim results which cover the six months to 31 August 2013 have been prepared in accordance with applicable accounting standards and adopting the accounting policies set out in the statutory accounts of the Company for the year ended 28 February 2013.
The unaudited interim results for the six months ended 31 August 2013 do not constitute statutory accounts within the meaning of s.415 of the Companies Act 2006 and have not been delivered to the Registrar of Companies. The comparative figures for the year ended 28 February 2013 have been extracted from the audited financial statements for that year, which have been delivered to the Registrar of Companies. The independent auditor's report on those financial statements, in accordance with chapter 3 of part 16 of the Companies Act 2006, was unqualified. This half-yearly report has not been reviewed by the Company's auditor.
The earnings per share at 31 August 2013 is calculated on the basis of 49,940,509 (28 February 2013: 47,141,571 and 31 August 2012: 46,971,685) shares, being the weighted average number of shares in issue during the period.
There are no potentially dilutive capital instruments in issue and, therefore, no diluted return per share figures are relevant. The basic and diluted earnings per share are therefore identical.
The calculation of net asset value per share is based on the net assets at 31 August 2013 and on 51,324,649 (28 February 2013: 47,088,019 and 31 August 2012: 47,615,243) shares being the number of shares in issue, excluding shares held in Treasury, at the same date.
The interim dividend declared of 2.5 pence per Ordinary share will be paid on 16 January 2014 to those shareholders on the register on 20 December 2013.
The Company's assets consist of equity and fixed-rate interest investments, cash and liquid resources. Its principal risks are therefore market risk, credit risk and liquidity risk. Other risks faced by the Company include economic, loss of approval as a VCT, investment and strategic, regulatory, reputational, operational and financial risks. These risks, and the way in which they are managed, are described in more detail in the Company's Annual Report and Accounts for the year ended 28 February 2013. The Company's principal risks and uncertainties have not changed materially since the date of that report.
Octopus acts as the investment manager of the Company. Under the management agreement, Octopus receives a fee of 2.0 per cent per annum of the net assets of the Company for the investment management services. During the period, the Company incurred management fees of £437,000 (28 February 2013: £808,000 and 31 August 2012: £395,000) payable to Octopus. At the period end there was £Nil (28 February 2013: £Nil and 31 August 2012: £Nil) outstanding to Octopus.
Michael Reeve MBE, FCA – Chairman Stephen Hazell-Smith Roger Smith Marion Sears
Patricia Standaloft ACIS 20 Old Bailey London EC4M 7AN
Registered in England No: 03477519
Octopus Investments Limited 20 Old Bailey London EC4M 7AN Tel: 0800 316 2349 www.octopusinvestments.com
Capita Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 4TU Tel: 0871 664 0324 (calls cost 10p per minute plus network extras) www.capitaregistrars.com
BDO LLP Farringdon Place 20 Farringdon Road London EC1M 3AP
PricewaterhouseCoopers UK 1 Embankment Place London WC2N 6RH
PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH
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