Interim / Quarterly Report • Jun 30, 2014
Interim / Quarterly Report
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Baronsmead VCT 3 plc
2014
Half-yearly report for the six months ended 30 June 2014
The Board of Baronsmead VCT 3 has the objective to maintain a minimum annual dividend level of around 4.5p per ordinary share if possible, but this depends primarily on the level of realisations achieved and cannot be guaranteed.
Since 2007, the average annual tax free dividend paid to shareholders has been 7.6p per share (equivalent to a pre-tax return of 10.0p per share for a higher rate taxpayer). For shareholders who received up front tax reliefs, their returns would have been higher.
The Company buys back its shares if, in the opinion of the Board, a repurchase would be in the best interests of the Company's shareholders as a whole. Shares are bought back through the market rather than directly from shareholders. This minimises the number of shares bought back by the Company while maximising the opportunity for investors to invest in the Company's existing shares.
The Board's current policy is to seek to maintain a mid share price discount of approximately 5 per cent to net asset value, depending on market conditions at the time.
The Board provides shareholders with a number of choices that enable them to utilise their investment in Baronsmead VCT 3 in ways that best suit their personal investment and tax planning, in a way that treats all shareholders equally.
If you have sold or otherwise transferred all of your ordinary shares in Baronsmead VCT 3 plc, please forward this document as soon as possible to the purchaser or transferee, or to the stockholder, bank or other agent through whom the sale or transfer was, or is being, effected, for delivery to the purchaser or transferee.
Net asset value ("NAV") per share increased 4.2 per cent to 118.15p in the six months to 30 June 2014, before deduction of dividends.
4.2%
NAV total return to shareholders for every 100.0p invested at launch.
255.9p
Dividend payments of 8.0p for the six months to 30 June 2014.
8.0p
£1.1m unquoted investments and £0.7m quoted investments made in the six months to 30 June 2014.
The table below shows the cash returned to shareholders, dependent on their subscription cost, including their income tax reclaimed on subscription in respect of the various prospectuses issued by the Company between 2001 and 2012.
| Year subscribed | Cash invested p |
Income tax reclaim p |
Net cash invested p |
Cumulative dividends paid p |
Net annual yield‡ % |
Gross equivalent yield† % |
|---|---|---|---|---|---|---|
| 2001 (January) | 100.00 | 20.00 | 80.00 | 86.30 | 8.0 | 10.7 |
| 2005 (March) – C share | 100.00 | 40.00 | 60.00 | 52.39 | 9.4 | 12.5 |
| 2010 (March) | 103.09 | 30.93 | 72.16 | 38.00 | 12.3 | 16.4 |
| 2012 (December) | 117.40 | 35.22 | 82.18 | 20.00 | 16.0 | 21.3 |
Note – The total return could be higher for those shareholders who were able to defer a capital gain on subscription and the net sum invested may be less.
‡ Net annual yield represents the cumulative dividends paid expressed as an annualised percentage of the net cash invested.
† The gross equivalent yield if the dividends had been subject to the higher rate of tax on dividends (currently 32.5 per cent.). For those shareholders who earn over £150,000 per tax year and who would otherwise pay this additional rate of tax on dividends, the gross equivalent yield will be higher than the figures stated above.
Dividends paid to C shareholders post conversion have been adjusted by the conversion ratio (0.85642528).
Anthony Townsend Chairman
I am delighted to report an uplift of 4.75p in the underlying Net Asset Value per share for the six months to 30 June 2014. This was largely attributable to an increase in valuation of the quoted portfolio. Following the profitable realisation of several older investments in the latter half of 2013, an interim dividend of 8p a share was paid on 7 March 2014.
The NAV increased during the period from 113.40p to 118.15p per share before taking account of the interim dividend of 8p paid in on 7 March 2014.
| Pence per ordinary share |
|
|---|---|
| NAV as at 1 January 2014 Valuation uplift (4.2 per cent) |
113.40 4.75 |
| NAV as at 30 June 2014 before dividends | 118.15 |
| Less: Interim dividend paid on 7 March 2014 |
(8.00) |
| NAV as at 30 June 2014 after paying dividends | 110.15 |
This growth was largely driven by the quoted portfolio which increased by approximately 8 per cent (including the investment in Wood Street Microcap Fund). This is a welcome reward for patience through the uncertain market conditions in recent years and it helps to confirm the investment style of the Company which concentrates on the fundamentals of management quality and business innovation.
The Company has paid annual dividends of 7.5p per share for the last seven years: typically 3.0p per share at the half year and further dividend of 4.5p per share at the full year. The interim dividend of 8.0p per share paid in March 2014 by itself exceeds the usual annual dividend. However, in the absence of unforeseen circumstances, it is anticipated that a second interim dividend will be paid during September 2014.
The Company's objective continues to be focused on generating consistent returns over the long-term through investing in a portfolio of small unquoted and AIM traded companies with strong growth prospects.
Investment performance over the past six months has built on that achieved in recent years. The NAV total return for each 100p invested in Baronsmead VCT 3 has increased to 216.4p over ten years (255.9p since launch in 2001) before taking VCT tax reliefs into account. Cumulative tax free dividends in the past ten years have been 77p per share (86.3p per share for founder shareholders since launch).
At 30 June 2014, the Company had investments in 69 unquoted and AIM-traded companies. In addition, the investment in Wood Street Microcap Fund gives investment exposure to a further 40 AIMtraded and fully listed companies, making a total of 109 companies. The full investment portfolio is shown in the tables on pages 16 and 17.
The unquoted portfolio valuation increased by 2.8 per cent during the period as a result of steady progress and increases in value of some investees being partly offset by the reduction in value of others. This is also a reflection of the shorter periods that some of these investments have been held, following the disposals of several of our more mature holdings in the latter half of 2013. As a result, the 8.1 per cent increase in the value of the quoted portfolio was the main driver of the growth in the value of the NAV.
Following a busy period of investment activity in the six months to 31 December 2013, the six months under review was more muted. A total of £1.8 million was invested in 3 new and 5 follow-on investments. The Manager has been focussed on developing new investment opportunities and we look forward to seeing a number of these becoming new portfolio companies over the next six to twelve months.
Divestment activity has remained steady with £5.2 million of realised proceeds from sales during the period under review. From the unquoted portfolio, the gains realised from the successful sale of Inspired Thinking Group Limited were largely offset by the loss realised from the sale of Empire World Trade Limited. It is pleasing to note that the Manager has begun the process of consolidating the gains achieved in the quoted portfolio with partial realisations from a number of quoted companies, with the realised profits representing a return of approximately 1.9 times cost.
The tables on pages 8 and 9 provide further information concerning the Company's investments and divestments during the period.
An offer for subscription to raise gross proceeds of up to £10 million before expenses was launched on 22 January 2014. I am very pleased to report that the Company's offer was fully subscribed by 19 February 2014, raising £9.7 million net of expenses. On behalf of the Board of Directors, I would like to thank the 482 existing shareholders and extend a very warm welcome to the 576 new shareholders who subscribed to this fundraising.
New legislation, effective from 6 April 2014, prevents the use of "Enhanced Share Buy Backs" by VCTs and restricts the availability of upfront VCT income tax relief if a shareholder sells and re-invests in new shares within a six month period in the same VCT. Rather than using Enhanced Share Buy Back arrangements, the Board has always preferred to create an orderly market for all shareholders through maintaining a narrow share price discount. As a result, this legislation will not have an impact on the Company.
In addition, legislation has been introduced to prevent VCTs from paying dividends out of distributable reserves created by cancelling the share premium account within three years of the date of allotment of new shares and is intended to prevent the return of capital to shareholders before profits are generated from investments. As the Company already has significant distributable reserves, these new rules are not expected to affect future dividend distributions.
The European Commission has undertaken a review of the state aid regulations and the risk capital guidelines under which VCTs are approved at the European level. The new guidelines support the provision of investment incentives for small and medium enterprises. HM Treasury and HMRC have recently published a consultation to ensure the VCT scheme continues to work well and maintains approval from the European Commission. We welcome the UK government's commitment to ensuring that the VCTs continue to channel investment into smaller companies that are an essential part of the UK's future prosperity. Our trade association, the AIC and the Manager is engaged in the consultation process and will provide data and case studies in response to the questions raised in the consultation.
Having considered the impact on your Company of the Alternative Investment Fund Managers Directive, an EU Directive that came into force in July 2013 and, having taken professional advice, the Board applied for the Company to become authorised as an Alternative Investment Fund Manager (AIFM) on 1 June 2014. The legislation provides that AIFMs that manage assets under e500 million can take advantage of a light touch regime which only imposes minimal additional reporting requirements on the AIFM, thereby minimising the cost of compliance with this Directive. The Company is able to take advantage of this regime and was authorised as an AIFM on 22 July 2014. This development will not impact on the day to day investment activities, although the Investment Management Agreement has been transferred to ISIS VC LLP, which is controlled and managed by the same individuals as the previous manager ISIS EP LLP.
The recovery of the UK economy now appears to be more firmly established. This improvement in the economic environment in which our investee companies operate is to be welcomed. However, our focus is on the strengths of the businesses in which the Company has invested and using our investment and the skills of the Manager to help them to deliver increasing profits, employment and rewarding exits over the medium to longer term.
The unquoted portfolio has undergone a phase of refreshment as a result of the realisation of some of the older portfolio companies and investment in new ones. Consequently, growth in the value of the unquoted portfolio might be expected to be more modest in the next year or two as the recent acquisitions utilise our recent investment to expand their capacity to grow and achieve their potential. The recent growth in the value of the quoted portfolio does, though, present an opportunity to realise profits from those investments. The diversity of the Company's investments and the mix of unquoted and AIM-traded investments should help to deliver consistent returns.
Anthony Townsend Chairman 15 August 2014
| Location | Sector | Activity | Book cost £'000 |
|---|---|---|---|
| Gloucestershire | Business Services | Independent insurance broker | 952 |
| 180 | |||
| 7 | |||
| 1,139 | |||
| London | Consumer Markets | Rare book and collectibles dealer | 450 |
| Leicester | TMT* | Cloud based telephony platform | 113 |
| 57 | |||
| 33 | |||
| Stockport | TMT* | SME Domain registration & hosting | 25 |
| 678 | |||
| 1,817 | |||
| Newquay West Yorkshire Buckinghamshire Staffordshire |
Healthcare & Education Business Services TMT TMT |
Provider of nursery based childcare in Cornwall & Plymouth across 16 settings Vehicle rental broker Content acquisition and distribution Back office optimisation software |
* Technology, Media & Telecommunications ("TMT").
8
| 31 December | |||||
|---|---|---|---|---|---|
| First | 2013 | Overall | |||
| investment | valuation | Proceeds‡ | multiple | ||
| Company | date | £'000 | £'000 | return* | |
| Unquoted realisations | |||||
| Inspired Thinking Group Limited | Full trade sale | May 10 | 2,056 | 2,315 | 3.4 |
| Arcas Investments Limited | Dissolved | Sep 11 | 1,000 | 998 | 1.0 |
| Empire World Trade Limited | Full trade sale | Aug 06 | 25 | 25 | 0.0 |
| Total unquoted realisations | 3,081 | 3,338 | |||
| AIM-traded realisations | |||||
| Murgitroyd Group plc | Market sale | Nov 01 | 613 | 708 | 5.4 |
| Sinclair IS Pharma plc | Full market sale | Mar 08 | 511 | 546 | 1.0 |
| Anpario plc | Market sale | Nov 06 | 330 | 284 | 4.1 |
| Tristel plc | Full market sale | Nov 10 | 171 | 281 | 1.3 |
| Total AIM-traded realisations | 1,625 | 1,819 | |||
| Total realisations in the period | 4,706 | 5,157† |
‡ Proceeds at time of realisation including redemption premium and interest.
* Includes interest/dividends received, loan note redemptions and partial realisations accounted for in prior periods.
† Proceeds of £14,000 were also received in respect of Quantix Limited, £57,000 in respect of CSC (World) Limited and £27,000 in respect of Reed & Mackay Limited, all of which had been sold in a prior period.
We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2014 which comprises the Income Statement, Reconciliation of Movement in Shareholders' Funds, Balance Sheet and Cash Flow Statement and the related explanatory notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the Company in accordance with the terms of our engagement to assist the Company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the UK FCA"). Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached.
The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the DTR of the UK FCA.
As disclosed in note 1, the annual financial statements of the Company are prepared in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice). The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with the Statement Half-Yearly Financial Reports as issued by the UK Accounting Standards Board.
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2014 is not prepared, in all material respects, in accordance with the Statement Half-Yearly Financial Reports as issued by the UK Accounting Standards Board and the DTR of the UK FCA.
for and on behalf of KPMG LLP Chartered Accountants Saltire Court 20 Castle Terrace Edinburgh EH1 2EG 15 August 2014
We confirm that to the best of our knowledge:
On behalf of the Board Anthony Townsend Chairman 15 August 2014
For the six months to 30 June 2014
| Six months to 30 June 2014 | Six months to 30 June 2013 | Year to 31 December 2013* | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
|
| Unrealised gains on movement in fair value of investments |
– | 3,285 | 3,285 | – | 2,090 | 2,090 | – | 8,624 | 8,624 |
| Realised gains/(losses) on disposal of investments |
– | 323 | 323 | – | (443) | (443) | – | (1,069) | (1,069) |
| Income | 790 | – | 790 | 1,716 | – | 1,716 | 3,763 | – | 3,763 |
| Investment management fee | (232) | (697) | (929) | (221) | (662) | (883) | (443) | (1,329) | (1,772) |
| Other expenses | (232) | – | (232) | (212) | – | (212) | (438) | – | (438) |
| Profit on ordinary activities before taxation |
326 | 2,911 | 3,237 | 1,283 | 985 | 2,268 | 2,882 | 6,226 | 9,108 |
| Taxation on ordinary activities | (11) | 11 | – | (240) | 240 | – | (560) | 560 | – |
| Profit on ordinary activities after taxation |
315 | 2,922 | 3,237 | 1,043 | 1,225 | 2,268 | 2,322 | 6,786 | 9,108 |
| Return per ordinary share: | |||||||||
| Basic | 0.44p | 4.09p | 4.53p | 1.57p | 1.84p | 3.41p | 3.50p | 10.23p | 13.73p |
* Figures as at 31 December 2013 are audited.
For the six months to 30 June 2014
| Closing shareholders' funds | 82,531 | 73,002 | 74,879 |
|---|---|---|---|
| Dividends paid | (5,283) | (3,006) | (7,959) |
| Other costs charged to capital | (2) | (5) | (15) |
| Net proceeds of share issues & costs of buybacks | 9,700 | (817) | (817) |
| Profit on ordinary activities after taxation | 3,237 | 2,268 | 9,108 |
| Opening shareholders' funds | 74,879 | 74,562 | 74,562 |
| £'000 | £'000 | £'000 | |
| 2014 | 2013 | 2013* | |
| 30 June | 30 June | 31 December | |
| months to | months to | Year to | |
| Six | Six |
* Figures as at 31 December 2013 are audited.
Excluding treasury shares, there were 74,928,966 ordinary shares in issue at 30 June 2014 (30 June 2013 – 66,032,705 ordinary shares; 31 December 2013 – 66,032,705 ordinary shares).
As at 30 June 2014
| As at | As at | As at | |
|---|---|---|---|
| 30 June | 30 June | 31 December | |
| 2014 £'000 |
2013 £'000 |
2013* £'000 |
|
| Fixed assets | |||
| Unquoted investments | 27,068 | 36,590 | 28,299 |
| Traded on AIM | 26,748 | 19,784 | 25,722 |
| Listed on LSE | 2,770 | 1,787 | 2,850 |
| Traded on ISDX | 502 | 264 | 346 |
| Collective investment vehicle | 5,131 | 7,012 | |
| 7,537 | |||
| Listed interest bearing securities | 8,996 | 4,997 | 3,498 |
| Investments | 73,621 | 68,553 | 67,727 |
| Current assets | |||
| Debtors | 280 | 347 | 178 |
| Cash at bank and on deposit | 9,254 | 4,883 | 7,564 |
| 9,534 | 5,230 | 7,742 | |
| Creditors (amounts falling due within one year) | (624) | (781) | (590) |
| Net current assets | 8,910 | 4,449 | 7,152 |
| Net assets | 82,531 | 73,002 | 74,879 |
| Capital and reserves | |||
| Called-up share capital | 8,463 | 7,573 | 7,573 |
| Share premium | 8,810 | 22,866 | – |
| Other reserve | 33,716 | – | 33,718 |
| Capital redemption reserve | – | 10,862 | – |
| Capital reserve | 15,244 | 18,874 | 19,906 |
| Revaluation reserve | 15,604 | 11,434 | 12,992 |
| Revenue reserve | 694 | 1,393 | 690 |
| Equity shareholders' funds | 82,531 | 73,002 | 74,879 |
* Figures as at 31 December 2013 are audited.
| As at 30 June 2014 |
As at 30 June 2013 |
As at 31 December 2013* |
|
|---|---|---|---|
| Net asset value per share | 110.15p | 110.55p | 113.40p |
| Number of ordinary shares in circulation | 74,928,966 | 66,032,705 | 66,032,705 |
| Treasury net asset value per share | 109.56p | 109.96p | 112.48p |
| Number of ordinary shares in circulation | 74,928,966 | 66,032,705 | 66,032,705 |
| Number of ordinary shares held in treasury | 9,699,214 | 9,699,214 | 9,699,214 |
| Number of listed ordinary shares in issue | 84,628,180 | 75,731,919 | 75,731,919 |
* Figures as at 31 December 2013 are audited.
For the six months to 30 June 2014
| Six | Six | ||
|---|---|---|---|
| months to | months to | Year to | |
| 30 June | 30 June | 31 December | |
| 2014 | 2013 | 2013* | |
| £'000 | £'000 | £'000 | |
| Net cash (outflow)/inflow from operating activities | (402) | 665 | 1,795 |
| Net cash (outflow)/inflow from financial investment | (2,316) | 61 | 6,568 |
| Equity dividends paid | (5,283) | (3,006) | (7,959) |
| Net cash (outflow)/inflow before financing | (8,001) | (2,280) | 404 |
| Net cash inflow from financing | 9,691 | 3,925 | 3,922 |
| Increase in cash | 1,690 | 1,645 | 4,326 |
| Reconciliation of net cash inflow to movement in net cash | |||
| Increase in cash | 1,690 | 1,645 | 4,326 |
| Opening cash at bank and on deposit | 7,564 | 3,238 | 3,238 |
| Closing cash position | 9,254 | 4,883 | 7,564 |
| Reconciliation of profit on ordinary activities before taxation to net cash (outflow)/inflow from operating activities |
|||
| Profit on ordinary activities before taxation | 3,237 | 2,268 | 9,108 |
| Gains on investments | (3,608) | (1,647) | (7,555) |
| Changes in working capital and other non-cash items | (31) | 44 | 242 |
| Net cash (outflow)/inflow from operating activities | (402) | 665 | 1,795 |
* Figures as at 31 December 2013 are audited.
The Company's assets consist of equity and fixed 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 Venture Capital Trust, investment and strategic, regulatory, reputational, operational and financial risks. These risks, and the way in which they are managed, are described in more detail under the heading Principal risks, risk management and regulatory environment within the Strategic Report, in the Company's Annual Report and Accounts for the year to 31 December 2013. The Company's principal risks and uncertainties have not changed materially since the date of that report.
ISIS VC LLP ('the Manager') manages the investments of the Company. The Manager also provides or procures the provision of secretarial, accounting, administrative and custodian services to the Company. Under the management agreement, the Manager receives a fee of 2.5 per cent per annum of the net assets of the Company. This is described in more detail under the heading Management within the Report of the Directors in the Company's Annual Report and Accounts for the year to 31 December 2013. During the period, the Company has incurred management fees of £929,000 and secretarial and accounting fees of £69,000 payable to the Manager.
After making enquiries, and bearing in mind the nature of the Company's business and assets, the Directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future. In arriving at this conclusion, the Directors have considered the liquidity of the Company and its ability to meet obligations as they fall due for a period of at least twelve months from the date that these financial statements were approved. As at 30 June 2014, the Company held cash balances & investments in UK Gilts with a combined value of £18,250,000. Cash flow projections have been reviewed and show that the Company has sufficient funds to meet both its contracted expenditure and its discretionary cash outflows in the form of the share buyback programme and dividend policy. The Company has no external loan finance in place and is therefore not exposed to any gearing covenants.
| 30 June | 31 December | % of Equity | |||||
|---|---|---|---|---|---|---|---|
| 2014 | 2013 | held by | % of Equity | ||||
| Book cost | Valuation | Valuation | % of net | Baronsmead | held by all | ||
| Company | Sector | £'000 | £'000 | £'000 | assets | VCT 3 plc | funds# |
| Unquoted | |||||||
| Nexus Vehicle Holdings Limited | Business Services | 2,375 | 5,301 | 4,621 | 6.4 | 13.7 | 62.1 |
| Crew Clothing Holdings Limited | Consumer Markets | 1,453 | 2,412 | 2,336 | 2.9 | 6.1 | 25.5 |
| Valldata Group Limited | Business Services | 1,220 | 1,801 | 1,701 | 2.2 | ‡ | ‡ |
| Independent Community Care Management Limited |
Healthcare & Education | 1,346 | 1,564 | 1,583 | 1.9 | 10.9 | 55.0 |
| Create Health Limited | Healthcare & Education | 1,065 | 1,517 | 1,384 | 1.9 | 5.7 | 29.0 |
| Eque2 Limited | TMT* | 877 | 1,333 | 1,131 | 1.6 | 7.6 | 38.5 |
| CableCom II Networking Holdings Limited | TMT* | 1,250 | 1,250 | 1,250 | 1.5 | 2.5 | 11.2 |
| Pho Holdings Limited Carousel Logistics Limited |
Consumer Markets Business Services |
987 955 |
1,172 1,163 |
1,090 955 |
1.4 1.4 |
5.5 | 28.0 |
| 6.0 | 40.0 | ||||||
| Key Travel Limited | Business Services | 954 | 1,082 | 954 | 1.3 | 4.7 | 48.0 |
| HealthTech Innovation Partners Limited | Healthcare & Education | 1,000 | 1,000 | 1,000 | 1.2 | 9.6 | 48.6 |
| Quest Venture Partners Limited | Business Services | 1,000 | 1,000 | 1,000 | 1.2 | 9.6 | 48.6 |
| Riccal Investments Limited | Business Services | 1,000 | 1,000 | 1,000 | 1.2 | 9.6 | 48.6 |
| Happy Days Consultancy Limited | Healthcare & Education | 1,013 | 984 | 833 | 1.2 | 12.9 | 65.0 |
| Kingsbridge Risk Solutions Limited | Business Services | 952 | 952 | – | 1.2 | 5.7 | 34.0 |
| Impetus Holdings Limited | Business Services | 1,305 | 880 | 1,174 | 1.1 | 8.9 | 45.6 |
| Armstrong Craven Limited | Business Services | 673 | 816 | 673 | 1.0 | 7.7 | 46.0 |
| CableCom Networking Holdings Limited** | TMT* | 0 | 741 | 741 | 0.9 | N/A | N/A |
| Luxury For Less Limited | Consumer Markets | 955 | 429 | 429 | 0.5 | 4.0 | 40.0 |
| Playforce Holdings Limited | Business Services | 1,196 | 402 | 402 | 0.5 | 16.5 | 75.0 |
| Surgi C Limited | Healthcare & Education | 1,102 | 269 | 0 | 0.3 | 13.3 | 57.5 |
| Carnell Contractors Limited | Business Services | 941 | 0 | 0 | 0.0 | ## | ## |
| Fisher Outdoor Leisure Holdings Limited | Consumer Markets | 1,423 | 0 | 961 | 0.0 | 10.5 | 44.0 |
| Music Festivals plc Loan note | Consumer Markets | 400 | 0 | 0 | 0.0 | N/A | N/A |
| Xention Discovery Limited | Healthcare & Education | 893 | 0 | 0 | 0.0 | 1.7 | 2.3 |
| Total unquoted | 26,335 | 27,068 | 32.8 | ||||
| AIM | |||||||
| Netcall plc | TMT* | 869 | 2,971 | 2,847 | 3.6 | 3.6 | 18.0 |
| IDOX plc | TMT* | 614 | 2,770 | 2,081 | 3.4 | 1.8 | 4.9 |
| Accumuli plc | TMT* | 505 | 1,745 | 1,309 | 2.1 | 4.2 | 23.2 |
| Jelf Group plc | Business Services | 761 | 1,426 | 1,036 | 1.7 | 1.4 | 5.6 |
| TLA Worldwide plc | Business Services | 733 | 1,418 | 1,091 | 1.7 | 3.0 | 14.6 |
| Tasty plc | Consumer Markets | 594 | 1,299 | 1,634 | 1.6 | 2.5 | 14.5 |
| Inspired Energy plc | Business Services | 300 | 1,143 | 810 | 1.4 | 2.3 | 11.4 |
| Driver Group plc | Business Services | 563 | 1,113 | 1,332 | 1.3 | 4.0 | 18.9 |
| Escher Group Holdings plc | TMT* | 614 | 1,066 | 867 | 1.3 | 1.9 | 9.7 |
| Murgitroyd Group plc | Business Services | 189 | 928 | 1,502 | 1.1 | 1.7 | 3.5 |
| Plastics Capital plc | Business Services | 662 | 893 | 820 | 1.1 | 2.2 | 11.7 |
| Sanderson Group plc | TMT* | 612 | 816 | 793 | 1.0 | 2.2 | 8.9 |
| Electric Word plc | TMT* | 696 | 795 | 575 | 1.0 | 5.1 | 27.7 |
| Anpario plc | Healthcare & Education | 206 | 761 | 1,315 | 0.9 | 1.5 | 9.6 |
| InterQuest Group plc | Business Services | 310 | 647 | 506 | 0.8 | 1.6 | 6.6 |
| Tangent Communications plc | Business Services | 523 | 596 | 580 | 0.7 | 2.3 | 11.3 |
| GB Group plc | TMT* | 150 | 581 | 544 | 0.7 | 0.3 | 1.6 |
| Hangar8 plc | Business Services | 388 | 579 | 533 | 0.7 | 2.4 | 11.2 |
| Everyman Media Group plc | Consumer Markets | 391 | 472 | 391 | 0.6 | 1.3 | 5.8 |
| Ideagen plc | TMT* | 225 | 438 | 329 | 0.5 | 1.0 | 4.3 |
| MartinCo plc | Consumer Markets | 343 | 429 | 436 | 0.5 | 1.6 | 6.9 |
| Vianet Group plc | Business Services | 646 | 414 | 388 | 0.5 | 1.9 | 9.7 |
| Scholium Group plc | Consumer Markets | 450 | 383 | – | 0.5 | 3.4 | 15.2 |
| Synectics plc | Business Services | 296 | 380 | 626 | 0.5 | 0.6 | 2.1 |
| Dods (Group) plc | TMT* | 1,219 | 361 | 469 | 0.4 | 4.2 | 20.1 |
| Daily Internet plc | TMT* | 250 | 289 | 225 | 0.3 | 3.9 | 17.2 |
| Begbies Traynor Group plc | Business Services | 231 | 275 | 239 | 0.3 | 0.6 | 2.5 |
| EG Solutions plc | TMT* | 453 | 270 | 378 | 0.3 | 3.3 | 15.0 |
* Technology, Media & Telecommunications ("TMT").
‡ Following a restructuring the effective ownership percentage is dependent on final exit proceeds.
** Residual valuation represents loan stock received as partial proceeds following the sale of CableCom in October 2013.
| 30 June | 31 December | % of Equity | |||||
|---|---|---|---|---|---|---|---|
| 2014 | 2013 | held by | % of Equity | ||||
| Book cost | Valuation | Valuation | % of net | Baronsmead | held by all | ||
| Company | Sector | £'000 | £'000 | £'000 | assets | VCT 3 plc | funds# |
| AIM (continued) | |||||||
| Paragon Entertainment Limited | Consumer Markets | 245 | 244 | 293 | 0.3 | 3.5 | 18.5 |
| Cohort plc | Business Services | 179 | 242 | 248 | 0.3 | 0.3 | 1.4 |
| Brady plc | TMT* | 176 | 226 | 214 | 0.3 | 0.4 | 2.1 |
| One Media iP Group plc | TMT* | 113 | 166 | 93 | 0.2 | 1.6 | 7.0 |
| Ubisense Group plc | TMT* | 130 | 134 | 175 | 0.2 | 0.3 | 1.4 |
| Synety Group plc | TMT* | 113 | 119 | – | 0.1 | 0.5 | 2.4 |
| Mi-Pay Group plc | Business Services | 400 | 112 | 102 | 0.1 | 0.9 | 3.8 |
| Bglobal plc | Business Services | 176 | 57 | 35 | 0.1 | 0.4 | 2.5 |
| STM Group plc | Business Services | 162 | 57 | 77 | 0.1 | 0.6 | 4.0 |
| Pinnacle Technology Group plc | TMT* | 169 | 52 | 96 | 0.1 | 1.5 | 6.7 |
| Green Compliance plc | Business Services | 932 | 44 | 42 | 0.1 | 0.8 | 4.1 |
| EG Solutions plc Loan note | TMT* | 33 | 33 | – | 0.0 | N/A | N/A |
| Zoo Digital Group plc | TMT* | 584 | 4 | 9 | 0.0 | 0.2 | 0.6 |
| Total AIM | 17,205 | 26,748 | 32.4 | ||||
| Listed | |||||||
| Vectura Group plc | Healthcare & Education | 771 | 2,127 | 2,239 | 2.6 | 0.4 | 1.1 |
| Chime Communications plc | TMT* | 369 | 617 | 578 | 0.8 | 0.2 | 0.7 |
| Marwyn Value Investors Limited | Business Services | 64 | 19 | 18 | 0.0 | 1.3 | 6.0 |
| Marwyn Management Partners plc | Business Services | 525 | 7 | 15 | 0.0 | 0.3 | 1.6 |
| Total listed | 1,729 | 2,770 | 3.4 | ||||
| ISDX | |||||||
| Bioventix plc | Healthcare & Education | 227 | 502 | 346 | 0.6 | 1.7 | 7.6 |
| Total ISDX | 227 | 502 | 0.6 | ||||
| Listed interest bearing securities | |||||||
| UK T-Bill 18/08/14 | 8,996 | 8,996 | – | 10.9 | |||
| Total listed interest bearing securities | 8,996 | 8,996 | 10.9 | ||||
| Collective investment vehicle | |||||||
| Wood Street Microcap Investment Fund | 3,525 | 7,537 | 7,012 | 9.1 | |||
| Total collective investment vehicle | 3,525 | 7,537 | 9.1 | ||||
| Total investments | 58,017 | 73,621 | 89.2 | ||||
| Net current assets | 8,910 | 10.8 | |||||
| Net assets | 82,531 | 100.0 |
* Technology, Media & Telecommunications ("TMT").
The Registrar for Baronsmead VCT 3 is Computershare Investor Services PLC ("Computershare"). The Registrar will deal with all of your queries with regard to your shareholder account, such as:
| You can contact Computershare with your queries in several ways: | |
|---|---|
| Telephone: | 0800 923 1534 | This is an automated self-service system |
|---|---|---|
| It is available 24 hours a day, 7 days a week | ||
| You should have your Shareholder Reference Number ("SRN") to hand, which is available on your share certificate and dividend tax voucher and which you should always keep confidential for security reasons |
||
| Press '0' if you wish to speak to someone | ||
| The Contact Centre in Bristol is available on UK business days between 8.30am – 5.00pm Monday to Friday |
||
| On-line: | Investor Centre www.investorcentre.co.uk |
Computershare's secure website, Investor Centre, allows you to manage your own shareholding online |
| You will need to register to use this service on the Investor Centre website | ||
| You should have your ("SRN") to hand, which is available on your share certificate and dividend tax voucher and which you should always keep confidential for security reasons |
||
| Email: | [email protected] | |
| Post: | Computershare Investor Services PLC The Pavilions |
|
| Bridgwater Road Bristol BS99 6ZZ |
The Baronsmead VCT 3 website is www.baronsmeadvct3.co.uk
The Investment Manager for Baronsmead VCT 3 plc is ISIS VC LLP who can be contacted as follows:
Email: [email protected] Telephone: 020 7506 5717 Facsimile: 020 7506 5718
The Company's shares are listed on the London Stock Exchange. The mid-price of the Company's shares is given daily in the Financial Times in the Investment Companies section of the London Share Service. Share price information can also be obtained from many financial websites.
The Company's shares can be bought and sold in the same way as any other quoted company on the London Stock Exchange via a stockbroker. As buying and selling existing shares in VCTs is complex, shareholders should seek to trade shares on a "best execution" basis if appropriate.
The marketmakers in the shares of Baronsmead VCT 3 plc are:
Panmure Gordon & Co 020 7886 2500 (the Company's broker) Winterflood Securities Limited 020 3400 0251
| November 2014 | Quarterly Fact Sheet to 30 September 2014 |
|---|---|
| February 2015 | Results for the year to December 2014 announced and annual report and accounts sent to shareholders |
| April 2015 | Fourteenth Annual General Meeting |
The information provided in this report has been produced in order for shareholders to be informed of the activities of the Company during the period it covers. ISIS VC LLP does not give investment advice and the naming of companies in this report is not a recommendation to deal in them.
Baronsmead VCT 3 plc is managed by ISIS VC LLP which is authorised and regulated by the FCA. Past performance is not necessarily a guide to future performance. Stockmarkets and currency movements may cause the value of investments and the income from them to fall as well as rise and investors may not get back the amount they originally invested. Where investments are made in unquoted securities and smaller companies, their potential volatility may increase the risk to the value of, and the income from, the investment.
The existing shares of the Company are listed on the London Stock Exchange and can be bought and sold using a stockbroker in the same way as shares of any other listed company.
Qualifying investors* who invest in the existing shares of the Company can benefit from:
The UK tax treatment of VCTs is on a first in first out basis and therefore tax advice should be obtained before shareholders dispose of their shares and also if they deferred a capital gain in respect of new shares acquired prior to 6 April 2004.
* UK income tax payers, aged 18 or over, who acquire no more than £200,000 worth of VCT shares in a tax year.
Anthony Townsend (Chairman)‡ Andrew Karney† Gillian Nott OBE* Ian Orrock
ISIS VC LLP
100 Wood Street London EC2V 7AN
ISIS VC LLP 100 Wood Street London EC2V 7AN
04115341
www.baronsmeadvct3.co.uk
Computershare Investor Services PLC PO Box 82 The Pavilions Bridgwater Road Bristol BS99 6ZZ Tel: 0870 889 3250
Panmure Gordon & Co One New Change London EC4M 9AF
KPMG LLP Saltire Court 20 Castle Terrace Edinburgh EH1 2EG
Norton Rose 3 More London Riverside London SE1 2AQ
PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH
‡ Chairman of the Nomination Committee and Remuneration and Management Engagement Committee
† Senior Independent Director
* Chairman of the Audit and Risk Committee
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, offers to buy shares at a discount or offers for free company reports.
Please note that it is very unlikely that either the Company or the Company Registrar, Computershare, would make unsolicited telephone calls to shareholders and that any such calls would relate only to official documentation already circulated to shareholders and never in respect of investment "advice".
If you are in any doubt about the veracity of an unsolicited phone call, please call either the Company or the Registrar at the numbers provided above.
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