Interim / Quarterly Report • Jun 30, 2014
Interim / Quarterly Report
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Half-yearly Financial Report (unaudited) for the six months to 30 June 2014
This Half-yearly Financial Report has not been audited or reviewed by the Auditor.
| Company number | 04114310 |
|---|---|
| Directors | Dr N E Cross, Chairman R Archibald M A Cordeiro M V H Rees-Mogg 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 | BDO LLP 55 Baker Street London, W1U 7EU |
| 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.investorcentre.co.uk |
|---|---|
| Shareholders can access holdings and valuation information regarding any of their shares held with Computershare by registering on Computershare's website. |
|
| Financial adviser information | For enquiries relating to the performance of the Fund, and information for financial advisers 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's (the "Company") investment strategy is to provide investors with a regular and predictable source of dividend income combined with the prospect of longer term capital growth.
This is achieved in two ways. Firstly, 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. Secondly, 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.
The Company offers investors the opportunity to participate in a balanced portfolio of technology and non-technology businesses. The Company's investment portfolio is intended to be split approximately as follows:
This split is subject to the availability of good quality new investments arising within the UK technology and non-technology sectors.
The Company is a venture capital trust which raised £14.3 million in 2001, and raised a further £35.0 million during 2006 through the launch of a C share issue. The Company has raised a further £8.2 million under the Albion VCTs Top Up Offers since January 2011.
On 15 November 2013, the Company acquired the assets and liabilities of Albion Income & Growth VCT PLC ("Income & Growth") in exchange for new shares in the Company ("the Merger"). All of the assets and liabilities of Income & Growth totalling £28,075,000 were transferred to the Company in exchange for the issue of 33,664,049 new Ordinary shares at an issue price of 83.38 pence per share. Each Income & Growth shareholder received 0.7813 shares in the Company for each Income & Growth share that they held at the date of the Merger.
| Record date for fourth dividend for the year | 3 October 2014 |
|---|---|
| Payment of fourth dividend for the year | 31 October 2014 |
| Financial year end | 31 December 2014 |
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| six months ended | six months ended | year ended | |
| 30 June 2014 | 30 June 2013 | 31 December 2013 | |
| (pence per share) | (pence per share) | (pence per share) | |
| Net asset value | 82.01 | 84.60 | 85.75 |
| Dividends paid | 3.75 | 2.50 | 5.00 |
| Revenue return | 0.61 | 0.70 | 1.00 |
| Capital (loss)/return | (0.61) | 2.30 | 6.90 |
| Ordinary shares |
Albion Income & Growth C shares VCT PLC |
| –––––––– | –––––––– | –––––––– | |
|---|---|---|---|
| Total dividends paid to 30 June 2014 | 79.75 | 26.02 | 29.63 |
| Net asset value as at 30 June 2014 | 82.01 | 63.80 | 64.07 |
| –––––––– | –––––––– | –––––––– | |
| Total shareholder net asset value return to 30 June 2014 | 161.76 | 89.82 | 93.70 |
| –––––––– | –––––––– | –––––––– |
In addition to the dividends paid above, the Board declared a fourth dividend for the year ending 31 December 2014 of 1.25 pence per Ordinary share to be paid on 31 October 2014 to shareholders on the register at 3 October 2014.
Notes:
(i) Excludes tax benefits upon subscription.
(ii) The C shares were converted into Ordinary shares on 31 March 2011, with a conversion factor of 0.7779 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 0.7779 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.
(iii) Albion Income & Growth VCT PLC was merged with Albion Technology & General VCT PLC on 15 November 2013. The pro-forma NAV is based upon 0.7813 Albion Technology & General VCT PLC shares for every Albion Income & Growth VCT PLC share. The total shareholder returns are based on the dividends paid to shareholders before the merger and the pro-rata net asset value per share and the pro-rata dividends paid to 30 June 2014.
The results for Albion Technology & General VCT PLC for the six months to 30 June 2014 showed a subdued performance with a break-even total return, compared to a positive total return of 3.0 pence per share for the period to 30 June 2013. Net asset value at 30 June 2014 was 82.01 pence per share, largely reflecting the deduction of 3.75 pence per share dividends paid to date, compared to 85.75 pence per share net asset value at 31 December 2013.
Approximately £940,000 was invested in unquoted companies during the period. These include £200,000 in Egress, a fast growing developer of encryption services for secure email with major public and private sector clients both in the UK and overseas. In addition, we invested £135,000 in Grapeshot, a business providing contextual analysis for the advertising technology sector. Additional sums were also invested in our hydroelectric renewable energy businesses, within the overall target that renewable energy should in due course form approximately 15 per cent. of the VCT's portfolio by cost.
The sale of our investment in Peakdale Molecular completed just after the half year. Since we first backed Peakdale in 2001, our investment has returned just over twice the sums invested. In addition a number of further exits from within the portfolio are under negotiation. Meanwhile, Mi-Pay, which manages top-up services on behalf of international mobile phone operators, obtained a quotation on AIM in April.
The value of Peakdale has been written up to its sale proceeds and third party valuations of both our renewable energy businesses and our pubs portfolios have resulted in uplifts to our holding value. While our Tower Bridge Healthclub also saw a strong increase in value, the third party valuations of our Weybridge and Kensington Healthclubs saw an aggregate reduction of just over £900,000. Trading at both these clubs, however, has improved following a change in management. In addition, our investments in both Rostima and Helveta, despite their niches in interesting global markets, saw further write-downs in value of £915,000.
Source: Albion Ventures LLP
Although growth in the UK has recovered well, the outlook for the UK and global economies continues to be the key risk affecting your Company. Investment risk is mitigated through a variety of processes, including our policy of ensuring that the Company has a first charge over portfolio companies' assets wherever possible and of ensuring that the portfolio is balanced through the inclusion of sectors that are less exposed to the business and consumer cycles.
Other principal risks and uncertainties remain unchanged and are as detailed on pages 13
to 15 of the Annual Report and Financial Statements for the year ended 31 December 2013.
It remains the Board's primary objective to maintain sufficient resources for investment in existing and new portfolio companies and for the continued payment of dividends to shareholders. The Board's policy is to buyback shares in the market, subject to the overall constraint that such purchases are in the VCT's interest. In order to ensure that these conditions are satisfied, the Company will limit the sum available for buy-backs for the 6 month period to 31 December 2014 to £1 million. It is the Board's intention for such buy-backs to be in the region of a 5 per cent. discount to net asset value, so far as market conditions and liquidity permit.
During the period 1 January 2014 to 31 July 2014, the Company issued 3,402,873 shares under the Albion VCTs Top Up Offers 2013/2014 and the Albion VCTs Prospectus Top Up Offers 2013/2014. The Offer will close on 30 September 2014. To date your Company has raised a total of £2.9 million under this Offer, this compares to £2.1 million raised under the previous Top Up Offer.
The proceeds of the Offers will be used to provide further resources at a time when a number of attractive new investment opportunities are being seen.
Details of the transactions that took place with the Manager in the period can be found in note 5.
As at 30 June 2014 the net asset value per Ordinary share was 82.01 pence (30 June 2013 84.60 pence, 31 December 2013 85.75 pence) largely reflecting the 3.75 pence per share dividends paid to date against a break-even total return. Dividends are now paid on a quarterly basis, the next payment being 1.25 pence per Ordinary share on 31 October 2014, to those shareholders on the register at 3 October 2014.
Following the merger with Albion Income and Growth VCT PLC in 2013, the company's investment portfolio is both substantial and well balanced. As indicated in the portfolio split above, the VCT has investments in a variety of sectors which balance cash generation with growth potential. We are therefore confident that in the longer term, we shall see a return to growth.
Chairman 8 August 2014
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 2014, 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 2013.
This Half-yearly Financial Report has not been audited or reviewed by the Auditor.
By order of the Board
Chairman 8 August 2014
The following is a summary of the technology fixed asset investments as at 30 June 2014:
| Technology investments | % 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 |
|---|---|---|---|---|---|
| Blackbay Limited | 23.5 | 4,159 | 969 | 5,128 | 9 |
| Process Systems Enterprise | |||||
| Limited | 13.3 | 2,019 | 1,209 | 3,228 | 112 |
| Lowcosttravelgroup Limited | 15.3 | 2,638 | 92 | 2,730 | 171 |
| AMS Sciences Limited | 23.9 | 1,953 | 177 | 2,130 | 304 |
| memsstar Limited | 19.2 | 1,322 | 617 | 1,939 | 55 |
| Mirada Medical Limited | 15.4 | 690 | 1,035 | 1,725 | (45) |
| Rostima Holdings Limited | 29.2 | 1,553 | (240) | 1,313 | (465) |
| sparesFinder Limited | 10.4 | 613 | 449 | 1,062 | 23 |
| Helveta Limited | 30.3 | 3,224 | (2,205) | 1,019 | (450) |
| Peakdale Molecular Limited | 6.0 | 650 | 325 | 975 | 209 |
| DySIS Medical Limited | 8.5 | 1,181 | (274) | 907 | (256) |
| Oxsensis Limited | 13.9 | 1,589 | (686) | 903 | – |
| Relayware Limited | 2.9 | 639 | 40 | 679 | 27 |
| Aridhia Informatics Limited | 1.7 | 581 | 15 | 596 | 11 |
| Cisiv Limited | 2.3 | 257 | (12) | 245 | (15) |
| Silent Herdsman Holdings | |||||
| Limited | 4.9 | 214 | – | 214 | – |
| Egress Software Technologies Limited |
2.1 | 200 | – | 200 | – |
| Proveca Limited | 3.8 | 187 | 9 | 196 | 8 |
| Palm Tree Technology Limited | 0.5 | 320 | (156) | 164 | (163) |
| Abcodia Limited | 3.1 | 139 | 1 | 140 | 1 |
| MyMeds&Me Limited | 2.2 | 137 | – | 137 | – |
| Grapeshot Limited | 1.2 | 135 | – | 135 | – |
| Sandcroft Avenue Limited | |||||
| (payasUgym.com) | 0.4 | 25 | – | 25 | – |
| Total technology investments | 24,425 | 1,365 | 25,790 | (464) |
* As adjusted for additions and disposals during the period.
The following is a summary of the non-technology fixed asset investments as at 30 June 2014:
| % voting rights held by Albion Technology & General |
Cost | Cumulative movement in value |
Value | Change in value for the period* |
|
|---|---|---|---|---|---|
| Non-technology investments | VCT PLC | £'000 | £'000 | £'000 | £'000 |
| Radnor House School | |||||
| (Holdings) Limited | 15.3 | 3,224 | 1,575 | 4,799 | 42 |
| Taunton Hospital Limited | 17.8 | 2,838 | 588 | 3,426 | 40 |
| Kensington Health Clubs Limited | 18.2 | 5,225 | (1,984) | 3,241 | (412) |
| The Weybridge Club Limited | 25.2 | 3,648 | (804) | 2,844 | (508) |
| Bravo Inns II Limited | 15.1 | 2,639 | 12 | 2,651 | 35 |
| The Charnwood Pub | |||||
| Company Limited | 22.5 | 3,481 | (994) | 2,487 | 236 |
| Tower Bridge Health Clubs Limited | 20.2 | 1,126 | 691 | 1,817 | 622 |
| Bravo Inns Limited | 28.8 | 2,134 | (524) | 1,610 | (11) |
| Chichester Holdings Limited | 37.6 | 2,380 | (1,225) | 1,155 | 170 |
| The Street by Street Solar | |||||
| Programme Limited | 8.1 | 896 | 157 | 1,053 | 22 |
| Masters Pharmaceuticals Limited | 5.8 | 796 | 239 | 1,035 | 65 |
| TEG Biogas (Perth) Limited | 12.4 | 766 | 66 | 832 | 11 |
| Alto Prodotto Wind Limited | 6.9 | 692 | 139 | 831 | 48 |
| Regenerco Renewable | |||||
| Energy Limited | 7.9 | 779 | 44 | 823 | 15 |
| The Q Garden Company Limited | 33.4 | 2,401 | (1,590) | 811 | 46 |
| Hilson Moran Holdings Limited | 9.0 | 513 | 243 | 756 | 19 |
| Chonais Holdings Limited | 7.5 | 750 | 4 | 754 | 3 |
| Erin Solar Limited | 15.7 | 440 | – | 440 | (1) |
| Green Highland Renewables | |||||
| (Ledgowan) Limited | 12.9 | 434 | 5 | 439 | 5 |
| Premier Leisure (Suffolk) Limited | 25.8 | 1,212 | (791) | 421 | 10 |
| Albion Investment | |||||
| Properties Limited | 22.6 | 434 | (70) | 364 | 8 |
| AVESI Limited | 8.0 | 247 | 17 | 264 | 17 |
| The Dunedin Pub Company | |||||
| VCT Limited | 25.8 | 230 | (1) | 229 | 4 |
| Harvest AD Limited | 0.0 | 210 | – | 210 | – |
| Greenenerco Limited | 3.1 | 110 | 40 | 150 | 40 |
| Consolidated PR Limited | 21.5 | 623 | (523) | 100 | 50 |
| Total non-technology investments | 38,228 | (4,686) | 33,542 | 576 | |
| Total unquoted investments | 62,653 | (3,321) | 59,332 | 112 |
| AIM quoted investments | % 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 Group PLC | 22.4 | 3,852 | (957) | 2,895 | (224) |
| Total AIM quoted investments | 3,852 | (957) | 2,895 | (224) | |
| Total fixed asset investments | 66,505 | (4,278) | 62,227 | (112) |
| Current asset investments | Cost £'000 |
Cumulative movement in value £'000 |
Value £'000 |
Change in value for the period* £'000 |
|---|---|---|---|---|
| Dexela Limited | 41 | 170 | 211 | 106 |
| Opta Sports Data Limited | 13 | 28 | 41 | – |
| Total current asset investments | 54 | 198 | 252 | 106 |
* As adjusted for additions and disposals during the period.
| Total change on value on investments for the year | (6) |
|---|---|
| Realised gain in current year | – |
| Movement in loan stock accrued interest | 15 |
| Total gains on investments as per income statement | 9 |
| Unaudited six months ended 30 June 2014 |
Unaudited six months ended 30 June 2013 |
Audited year ended 31 December 2013 |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Note | Revenue Capital £'000 |
£'000 | Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
|
| Gains on investments | 3 | – | 9 | 9 | – | 1,246 | 1,246 | – | 3,787 | 3,787 |
| Investment income | 4 | 918 | – | 918 | 571 | – | 571 | 1,082 | – | 1,082 |
| Investment management fees |
5 | (200) | (600) | (800) | (111) | (334) | (445) | (247) | (743) | (990) |
| Other expenses | (129) | – | (129) | (105) | – | (105) | (247) | – | (247) | |
| Return/(loss) on ordinary activities before tax |
––––– 589 |
––––– (591) |
––––– (2) |
––––– 355 |
––––– 912 |
––––– 1,267 |
––––– 588 |
––––– 3,044 |
––––– 3,632 |
|
| Tax (charge)/credit on ordinary activities |
(120) ––––– |
120 ––––– |
– ––––– |
(79) ––––– |
76 ––––– |
(3) ––––– |
(124) ––––– |
144 ––––– |
20 ––––– |
|
| Return/(loss) attributable to shareholders |
469 ––––– |
(471) ––––– |
(2) ––––– |
276 ––––– |
988 ––––– |
1,264 ––––– |
464 ––––– |
3,188 ––––– |
3,652 ––––– |
|
| Basic and diluted return/(loss) per share (pence)* |
7 | 0.61 | (0.61) | 0.00 | 0.70 | 2.30 | 3.00 | 1.00 | 6.90 | 7.90 |
* excluding treasury shares
Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2013 and the audited statutory accounts for the year ended 31 December 2013.
The accompanying notes on pages 15 to 23 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 of the Company including the return on the assets and liabilities of Albion Income and Growth VCT PLC after they were acquired by the Company on 15 November 2013.
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 return/(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 2014 £'000 |
Unaudited 30 June 2013 £'000 |
Audited 31 December 2013 £'000 |
|
|---|---|---|---|---|
| Fixed asset investments | 62,227 | 34,124 | 61,637 | |
| Current assets Trade and other debtors Current asset investments Cash at bank and in hand |
10 | 334 252 1,807 –––––––– |
23 65 2,394 –––––––– |
350 147 3,226 –––––––– |
| Creditors: amounts falling due within one year |
2,393 (476) |
2,482 (369) |
3,723 (529) |
|
| Net current assets | –––––––– 1,917 |
–––––––– 2,113 |
–––––––– 3,194 |
|
| Net assets | –––––––– 64,144 –––––––– |
–––––––– 36,237 –––––––– |
–––––––– 64,831 –––––––– |
|
| Capital and reserves Called up share capital Share premium Capital redemption reserve Unrealised capital reserve Realised capital reserve Other distributable reserve |
8 | 826 32,814 28 (4,169) 10,324 24,321 –––––––– |
472 2,300 12 (5,473) 9,218 29,708 –––––––– |
799 30,031 21 (4,166) 10,792 27,354 –––––––– |
| Total equity shareholders' funds | 64,144 | 36,237 | 64,831 | |
| Basic and diluted net asset value per share (pence)* |
–––––––– 82.01 –––––––– |
–––––––– 84.60 –––––––– |
–––––––– 85.75 –––––––– |
* excluding treasury shares
Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2013 and the audited statutory accounts for the year ended 31 December 2013.
The accompanying notes on pages 15 to 23 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 8 August 2014, and were signed on its behalf by
Dr N E Cross Chairman Company number: 04114310
| Called–up share capital £'000 |
Share premium £'000 |
Capital redemption reserve £'000 |
Unrealised capital reserve* £'000 |
Realised capital reserve* £'000 |
Other distributable reserve* £'000 |
Total £'000 |
|
|---|---|---|---|---|---|---|---|
| 1 January 2014 (Audited) Return/(loss) for the period Transfer of previously unrealised |
799 – |
30,031 – |
21 – |
(4,166) 9 |
10,792 (480) |
27,354 469 |
64,831 (2) |
| gains on investments Purchase of shares for |
– | – | – | (12) | 12 | – | – |
| cancellation Purchase of shares for Treasury Issue of equity (net of costs) |
(7) – 34 |
– – 2,783 |
7 – – |
– – – |
– – – |
(563) (40) – |
(563) (40) 2,817 |
| Dividends paid | – ––––– |
– ––––– |
– ––––– |
– ––––– |
– ––––– |
(2,899) ––––– |
(2,899) ––––– |
| As at 30 June 2014 (Unaudited) |
826 ––––– |
32,814 ––––– |
28 ––––– |
(4,169) ––––– |
10,324 ––––– |
24,321 ––––– |
64,144 ––––– |
| 1 January 2013 (Audited) Return/(loss) for the period |
454 – |
346 – |
6 – |
(6,678) 1,260 |
9,435 (272) |
30,896 276 |
34,459 1,264 |
| Transfer of previously unrealised gains on disposal of investments Purchase of shares for |
– | – | – | (55) | 55 | – | – |
| cancellation Issue of equity (net of costs) Dividends paid |
(6) 24 – |
– 1,954 – |
6 – – |
– – – |
– – – |
(403) – (1,061) |
(403) 1,978 (1,061) |
| As at 30 June 2013 (Unaudited) |
––––– 472 |
––––– 2,300 |
––––– 12 |
––––– (5,473) |
––––– 9,218 |
––––– 29,708 |
––––– 36,237 |
| 1 January 2013 (Audited) Return for the period |
––––– 454 – |
––––– 346 – |
––––– 6 – |
––––– (6,678) 3,082 |
––––– 9,435 106 |
––––– 30,896 464 |
––––– 34,459 3,652 |
| Transfer of previously unrealised gains on sale of investments Purchase of shares for |
– | – | – | (570) | 570 | – | – |
| cancellation Issue of equity (net of costs) Shares issued to acquire net assets of Albion Income & |
(15) 24 |
– 2,058 |
15 – |
– – |
– – |
(1,209) – |
(1,209) 2,082 |
| Growth VCT PLC (net of issue costs) ** Transfer from other distributable reserve to realised |
336 | 27,627 | – | – | – | – | 27,963 |
| capital reserve Dividends paid |
– – ––––– |
– – ––––– |
– – ––––– |
– – ––––– |
681 – ––––– |
(681) (2,116) ––––– |
– (2,116) ––––– |
| As at 31 December 2013 (Audited) |
799 ––––– |
30,031 ––––– |
21 ––––– |
(4,166) ––––– |
10,792 ––––– |
27,354 ––––– |
64,831 ––––– |
* Included within these reserves is an amount of £30,476,000 (30 June 2013: £33,453,000; 31 December 2013: £33,980,000) which is considered distributable.
** The assets and liabilities transferred through the acquisition of Albion Income & Growth VCT PLC are shown in note 11. In addition, £106,000 of the merger costs attributable to Albion Technology & General VCT PLC have been deducted from the share premium account in so far as they relate to the issue of new shares.
| Operating activities Loan stock income received 883 569 Deposit interest received 14 9 Dividend income received 40 5 Investment management fees paid (808) (428) (161) Other cash payments (108) –––––––– –––––––– Net cash flow from operating activities 9 (32) 47 |
1,159 30 15 (887) (210) –––––––– |
|---|---|
| Taxation | 107 |
| UK corporation tax (paid)/recovered (11) 8 Capital expenditure and financial investments Purchase of fixed asset investments (958) (762) Disposal of fixed asset investments 262 931 –––––––– –––––––– Net cash flow from investing activities (696) 169 |
(2) (3,082) 3,778 –––––––– 696 |
| Equity dividends paid Dividends paid (net of cost of issuing shares under the dividend reinvestment scheme) (2,622) (960) –––––––– –––––––– Net cash flow before financing (3,361) (736) |
(1,912) –––––––– (1,111) |
| Financing Issue of share capital (net of costs) 2,547 1,877 Purchase of own shares (including costs) (603) (403) Cash acquired from Albion Income & Growth VCT PLC – – Costs of Merger (paid on behalf of the Company and Albion Income & Growth VCT PLC) (2) – |
1,877 (1,209) 2,273 (260) |
| –––––––– –––––––– Net cash flow from financing 1,942 1,474 –––––––– –––––––– Net cash flow in the period 10 (1,419) 738 1,570 |
–––––––– 2,681 –––––––– |
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 December 2012 International Private Equity and Venture Capital Valuation Guidelines (IPEVCV guidelines).
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. 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
Warrants and unquoted equity derived instruments are only valued if there is 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 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 amortised cost relating to interest income are reflected in the revenue column of the Income statement, and hence are reflected in the other distributable 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 movements arising from revaluations 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.
Investments are recognised as financial assets on legal completion of the investment contract and are derecognised on legal completion of the sale of an investment.
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 as part of an investment portfolio are not accounted for using the equity method.
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 other distributable reserve when a share becomes exdividend.
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.
On 15 November 2013 the Company acquired the assets and liabilities of Albion Income & Growth VCT PLC. The income and costs for the period up to 14 November 2013 reflect the activities of the Company before the acquisition and after that date reflect those of the Company as enlarged by the acquisition. Further information is contained in note 11.
Unquoted equity income 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.
All expenses have been accounted for on an accruals basis. Expenses are charged through the other distributable reserve 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 other distributable 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. Deferred tax assets and liabilities are not discounted.
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 other distributable 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 following are disclosed in this reserve:
This reserve accounts for movements from the revenue column of the Income statement, the payment of dividends, the buyback of shares and other non capital realised movements.
In accordance with FRS 21 "Events after the balance sheet date", dividends by the Company are accounted for in the period in which the dividend is declared.
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| six months | six months | year | |
| ended | ended | ended | |
| 30 June 2014 | 30 June 2013 | 31 December 2013 | |
| £'000 | £'000 | £'000 | |
| Unrealised gains on fixed asset investments | |||
| held at fair value through profit or loss | 271 | 1,571 | 2,405 |
| Unrealised (impairments)/reversals of impairments on | |||
| fixed asset investments held at amortised cost | (368) –––––––– |
(311) –––––––– |
649 –––––––– |
| Unrealised (losses)/gains on fixed asset | |||
| investments sub-total | (97) | 1,260 | 3,054 |
| Unrealised gains on current assets held at fair value | |||
| through profit or loss | 106 | – | 28 |
| Unrealised gains sub-total | –––––––– 9 |
–––––––– 1,260 |
–––––––– 3,082 |
| Realised (losses)/gains on fixed asset investments held at | –––––––– | –––––––– | –––––––– |
| fair value through profit or loss | – | (14) | 796 |
| Realised losses on fixed asset investments held at | |||
| amortised cost | – –––––––– |
– –––––––– |
(91) –––––––– |
| Realised (losses)/gains sub-total | – | (14) | 705 |
| –––––––– 9 |
–––––––– 1,246 |
–––––––– 3,787 |
|
| –––––––– | –––––––– | –––––––– |
Investments valued on an amortised cost basis are unquoted loan stock instruments as described in note 2.
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| six months | six months | year | |
| ended | ended | ended | |
| 30 June 2014 | 30 June 2013 | 31 December 2013 | |
| £'000 | £'000 | £'000 | |
| Income recognised on investments held at fair value | |||
| through profit or loss | |||
| UK dividend income | 38 | 5 | 17 |
| Income from convertible bonds and discounted debt | 151 –––––––– |
70 –––––––– |
109 –––––––– |
| 189 | 75 | 126 | |
| Income recognised on investments held at amortised cost | |||
| Return on loan stock investments | 716 | 485 | 926 |
| Bank deposit interest | 13 –––––––– |
11 –––––––– |
30 –––––––– |
| 729 –––––––– |
496 –––––––– |
956 –––––––– |
|
| 918 –––––––– |
571 –––––––– |
1,082 –––––––– |
|
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 2014 | 30 June 2013 | 31 December 2013 | |
| £'000 | £'000 | £'000 | |
| Investment management fee charged to revenue | 200 | 111 | 247 |
| Investment management fee charged to capital | 600 | 334 | 743 |
| –––––––– 800 –––––––– |
–––––––– 445 –––––––– |
–––––––– 990 –––––––– |
Further details of the management agreement under which the investment management fee is paid are given in the Directors' report on pages 24 and 25 of the Annual Report and Financial Statements for the year ended 31 December 2013.
During the period, services to a total value of £800,000 (30 June 2013: £445,000; 31 December 2013: £990,000) 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 £395,000 (30 June 2013: £233,000; 31 December 2013: £403,000).
During the period, the Company was not charged by Albion Ventures LLP in respect of Patrick Reeve's services as a Director (30 June 2013: £11,000; 31 December 2013: £18,000). At the financial period end, the amount due to Albion Ventures LLP in respect of these services was nil (30 June 2013: £5,000; 31 December 2013: £5,300).
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. In addition, Albion Ventures LLP holds a further 7,361 Ordinary shares in the Company. These shares will be sold for the benefit of the Company at a later date.
Albion Ventures LLP is, from time to time, eligible to receive transaction fees and Directors' fees from portfolio companies. During the period to 30 June 2014, fees of £132,000 attributable to the investments of the Company were received pursuant to these arrangements (30 June 2013: £57,000; 31 December 2013: £142,000).
During the period the Company raised new funds through the Albion VCTs Top Up Offers as described in note 8. The total cost of the issue of these shares was 3 per cent. of the sums subscribed. Of these costs, an amount of £3,351 (30 June 2013: £3,186; 31 December 2013: £3,186) 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.
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| six months | six months | year | |
| ended | ended | ended | |
| 30 June 2014 | 30 June 2013 | 31 December 2013 | |
| £'000 | £'000 | £'000 | |
| Dividend of 2.50p per Ordinary share paid on 30 April 2013 | – | 1,061 | 1,061 |
| Dividend of 2.50p per Ordinary share paid on 31 October 2013 | – | – | 1,055 |
| Dividend of 1.25p per Ordinary share paid on 31 January 2014 | 945 | – | – |
| Dividend of 1.25p per Ordinary share paid on 30 April 2014 | 977 | – | – |
| Dividend of 1.25p per Ordinary share paid on 30 June 2014 | 977 –––––––– |
– –––––––– |
– –––––––– |
| 2,899 –––––––– |
1,061 –––––––– |
2,116 –––––––– |
The Directors have declared a dividend of 1.25 pence per Ordinary share (total approximately £983,000) payable on 31 October 2014 to shareholders on the register as at 3 October 2014.
Return per share has been calculated on 77,205,683 Ordinary shares excluding treasury shares (30 June 2013: 41,669,928; 31 December 2013: 46,363,621) being the weighted average number of shares in issue for the period.
There are no convertible instruments, derivatives or contingent share agreements in issue, and therefore no dilution effecting the return per share. The basic return per share is therefore the same as the diluted return per share.
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| 30 June 2014 | 30 June 2013 | 31 December 2013 | |
| £'000 | £'000 | £'000 | |
| Allotted, called up and fully paid | |||
| 82,610,846 Ordinary shares of 1 penny each | |||
| (30 June 2013: 47,191,713; 31 December 2013: 79,945,976) | 826 | 472 | 799 |
| –––––––– | –––––––– | –––––––– |
78,219,776 Ordinary shares of 1 penny each (net of treasury shares) (30 June 2013: 42,850,643; 31 December 2013: 75,604,906).
During the period the Company purchased 702,000 Ordinary shares for cancellation (30 June 2013: 551,000; 31 December 2013: 1,591,723) at a cost of £563,000 including stamp duty (30 June 2013: £403,000; 31 December 2013: £1,209,000), representing 0.85 per cent. of its issued share capital as at 30 June 2014. The shares purchased for cancellation were funded by the other distributable reserve.
During the period the Company purchased 50,000 Ordinary shares to be held in treasury (30 June 2013: nil; 31 December 2013: nil) at a cost of £40,000, leaving a balance of 4,391,070 Ordinary shares in treasury (30 June 2013: 4,341,070; 31 December 2013: 4,341,070) which represents 5.3 per cent. of the issued share capital as at 30 June 2014.
In the previous year the Company issued 33,664,049 Ordinary shares to former shareholders of Albion Income & Growth VCT PLC, at an issue price of 83.38p, as part of the Merger explained in note 11.
Under the terms of the dividend reinvestment scheme, the following Ordinary shares of nominal value 1 penny each were allotted during the period to 30 June 2014:
| Date of allotment |
Number of shares allotted |
Issue price (pence per share) |
Net consideration received £'000 |
Opening market price per share on allotment date (pence per share) |
|---|---|---|---|---|
| 31 January 2014 | 110,409 | 82.13 | 74 | 77.50 |
| 30 April 2014 | 122,573 | 83.25 | 99 | 80.00 |
| 30 June 2014 | 123,187 –––––––– |
81.05 | 97 –––––––– |
80.00 |
| 356,169 –––––––– |
270 –––––––– |
Under the terms of the Albion VCTs Top Up Offers 2013/2014, the following Ordinary shares of nominal value 1 penny each were allotted during the period to 30 June 2014:
| Date of allotment |
Number of shares allotted |
Issue price (pence per share) |
Net consideration received £'000 |
Opening market price per share on allotment date (pence per share) |
|---|---|---|---|---|
| 31 January 2014 | 18,007 | 83.30 | 15 | 77.50 |
| 31 January 2014 | 495,432 | 84.10 | 409 | 77.50 |
| 31 January 2014 | 605,375 | 84.60 | 499 | 77.50 |
| 5 April 2014 | 14,216 | 87.60 | 12 | 80.00 |
| 5 April 2014 | 15,405 | 88.00 | 13 | 80.00 |
| 5 April 2014 | 493,954 | 88.50 | 424 | 80.00 |
| –––––––– 1,642,389 –––––––– |
–––––––– 1,372 –––––––– |
Under the terms of the Albion VCTs Prospectus Top Up Offers 2013/2014, the following Ordinary shares of nominal value 1 penny each were allotted during the period to 30 June 2014:
| Date of allotment |
Number of shares allotted |
Issue price (pence per share) |
Net consideration received £'000 |
Opening market price per share on allotment date (pence per share) |
|---|---|---|---|---|
| 5 April 2014 | 1,368,312 | 88.50 | 1,175 | 80.00 |
| Number of shares issued |
Net proceeds £'000 |
|
|---|---|---|
| Total shares issued under the Albion VCTs Top Up Offers 2013/2014 and the | ||
| Albion VCTs Prospectus Top Up Offers 2013/2014 for the period to 30 June 2014 | 3,010,701 | 2,547 |
The Albion VCTs Prospectus Top Up Offers 2013/2014 will close no later than 30 September 2014 (unless fully subscribed by an earlier date or previously closed).
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| six months | six months | year | |
| ended | ended | ended | |
| 30 June 2014 | 30 June 2013 | 31 December 2013 | |
| £'000 | £'000 | £'000 | |
| Revenue return on ordinary activities before tax | 589 | 355 | 588 |
| Investment management fee charged to capital | (600) | (334) | (743) |
| Movement in accrued amortised loan stock interest | 15 | 9 | 125 |
| Increase in operating debtors | (3) | (1) | (1) |
| (Decrease)/increase in operating creditors | (33) –––––––– |
18 –––––––– |
138 –––––––– |
| Net cash flow from operating activities | (32) –––––––– |
47 –––––––– |
107 –––––––– |
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| six months | six months | year | |
| ended | ended | ended | |
| 30 June 2014 | 30 June 2013 | 31 December 2013 | |
| £'000 | £'000 | £'000 | |
| Opening cash balances | 3,226 | 1,656 | 1,656 |
| Net cash flow | (1,419) | 738 | 1,570 |
| Closing cash balances | –––––––– 1,807 |
–––––––– 2,394 |
–––––––– 3,226 |
| –––––––– | –––––––– | –––––––– |
On 15 November 2013, the following assets and liabilities of Albion Income & Growth VCT PLC ("Income & Growth") were transferred to the Company in exchange for the issue to Income & Growth shareholders of 33,664,049 shares in the Company, at an issue price of 83.38 pence per share:
| £'000 | |
|---|---|
| Fixed asset investments | 25,948 |
| Debtors | 117 |
| Cash at bank and in hand | 2,273 |
| Current asset investments | 54 |
| Creditors | (163) |
| Merger costs | (154) |
| –––––––– 28,075 |
The net asset value of each fund used for the purposes of conversion at the calculation date of 14 November 2013 were 83.38 pence per share and 65.15 pence per share for the Company and Income & Growth respectively. The conversion ratio for each Income & Growth share was 0.7813 Albion Technology & General VCT PLC share for each Income & Growth share.
As at 30 June 2014, the Company had the following financial commitments in respect of investments:
There are no contingencies or guarantees of the Company as at 30 June 2014 (30 June 2013 and 31 December 2013: nil).
––––––––
Since 30 June 2014, the Company has completed the following material transactions:
The following Ordinary shares of nominal value 1 penny were allotted under the Albion VCTs Top Up Offers 2013/2014 after 30 June 2014:
| Date of allotment |
Number of shares allotted |
Issue price (pence per share) |
Net consideration received £'000 |
Opening market price per share on allotment date (pence per share) |
|---|---|---|---|---|
| 4 July 2014 | 21,032 | 82.80 | 17 | 80.00 |
| 4 July 2014 | 4,806 | 83.20 | 4 | 80.00 |
| 4 July 2014 | 26,825 –––––––– |
83.70 | 22 –––––––– |
80.00 |
| 52,663 –––––––– |
43 –––––––– |
Under the Albion VCT Prospectus Top Up Offers 2013/2014 after 30 June 2014:
| Date of allotment |
Number of shares allotted |
Issue price (pence per share) |
Net consideration received £'000 |
Opening market price per share on allotment date (pence per share) |
|---|---|---|---|---|
| 4 July 2014 | 339,509 | 83.70 | 276 | 80.00 |
Other than transactions with the Manager as described in Note 5, there are no other related party transactions.
The Board's assessment of liquidity risk remains unchanged since the last Annual Report and Financial Statements for the year ended 31 December 2013, and is detailed on page 54 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 2014 and 30 June 2013, and is unaudited. The information for the year ended 31 December 2013 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 Auditor 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/OurFunds/AATG.htm.
Albion Technology & General VCT PLC
A member of the Association of Investment Companies
This report is printed on Amadeus offset a totally recycled paper produced using 100% recycled waste at a mill that has been awarded the ISO 14001 certificate for environmental management. The pulp is bleached using a totally chlorine free (TCF) process.
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