Interim / Quarterly Report • Jun 30, 2015
Interim / Quarterly Report
Open in ViewerOpens in native device viewer
Half-yearly Financial Report (unaudited) for the six months to 30 June 2015
This half-yearly Financial Report has not been audited or reviewed by the Auditor.
| Company number | 03654040 |
|---|---|
| Directors | G O Vero FCA, Chairman A Phillipps PhD, MBA P H Reeve MA, ACA J G T Thornton MA, MBA, FCA |
| Manager, company secretary, AIFM 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 | Robertson Hare LLP 1st Floor 4 Staple Inn London, WC1V 7QH |
| Legal adviser | Bird & Bird LLP 15 Fetter Lane London, EC4A 1JP |
| Albion Development VCT PLC is a member of The Association of Investment Companies (www.theaic.co.uk). | |
| Shareholder enquiries | For help relating to dividend payments, shareholdings and share certificates please contact Computershare Investor Services PLC: Tel: 0870 873 5853 (UK national rate call, lines are open 8.30am – 5.30pm; Mon – Fri, calls may be recorded) Website: www.investorcentre.co.uk |
| Shareholders can access holdings and valuation information regarding any of their shares held by Computershare by registering on Computershare's website. |
|
| Financial adviser enquiries | 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 the above contacts are unable to provide financial or taxation advice. |
Albion Development VCT PLC (the "Company") is a venture capital trust which raised a total of £33.3 million through the issue of shares between 1999 and 2004. The C shares merged with the Ordinary shares in 2007.
A further £6.3 million was raised through an issue of new D shares in 2009/2010. The D shares converted to Ordinary shares on 31 March 2015 on the basis of their respective audited net asset value per share at 31 December 2014, in line with the original prospectus.
An additional £13.5 million has been raised for the Ordinary shares through the Albion VCTs Top Up Offers since 2011. The funds raised will be invested in accordance with the Company's existing investment policy.
The Company's investment policy is intended to provide investors with a regular and predictable source of dividend income combined with the prospects of long term capital growth. This is achieved by establishing a diversified portfolio of holdings in smaller, unquoted companies whilst at the same time selecting and structuring investments in such a way as to balance the risks normally associated with investment in such companies. It is intended that this will be achieved as follows:
Record date for second dividend for the year 11 September 2015 Payment date for second dividend for the year 30 September 2015 Financial year end 31 December 2015
| Ordinary shares | D shares | ||||
|---|---|---|---|---|---|
| Unaudited | Unaudited | Audited | Unaudited | Audited | |
| six months | six months | year | six months | year | |
| ended | ended | ended | ended | ended | |
| 30 June | 30 June | 31 December | 30 June | 31 December | |
| 2015 | 2014 | 2014 | 2014 | 2014 | |
| (pence per | (pence per | (pence per | (pence per | (pence per | |
| share) | share) | share) | share) | share) | |
| Net asset value | 73.7 | 73.3 | 73.1 | 107.5 | 109.5 |
| Dividends paid | 2.5 | 2.5 | 5.0 | 2.5 | 5.0 |
| Revenue return | 0.8 | 0.5 | 1.0 | 1.3 | 3.0 |
| Capital return | 2.6 | 1.2 | 3.0 | 1.4 | 4.1 |
| Ordinary shares (pence per share) (ii) |
C shares (pence per share) (ii) (iv) |
D shares (pence per share) (ii) (v) |
|
|---|---|---|---|
| Total shareholder return to 30 June 2015 | |||
| Total dividends paid during the period ended: | |||
| 31 December 1999(i) | 1.0 | – | – |
| 31 December 2000 | 2.9 | – | – |
| 31 December 2001 | 3.9 | – | – |
| 31 December 2002 | 4.2 | – | – |
| 31 December 2003(iii) | 4.5 | 0.7 | – |
| 31 December 2004 | 4.0 | 2.0 | – |
| 31 December 2005 | 5.2 | 5.9 | – |
| 31 December 2006 | 3.0 | 4.5 | – |
| 31 December 2007 | 5.0 | 5.3 | – |
| 31 December 2008 | 12.0 | 12.8 | – |
| 31 December 2009 | 4.0 | 4.3 | – |
| 31 December 2010 | 8.0 | 8.6 | 1.0 |
| 31 December 2011 | 5.0 | 5.4 | 2.5 |
| 31 December 2012 | 5.0 | 5.4 | 3.5 |
| 31 December 2013 | 5.0 | 5.4 | 5.0 |
| 31 December 2014 | 5.0 | 5.4 | 5.0 |
| 30 June 2015 | 2.5 –––––––– |
2.7 –––––––– |
3.7 –––––––– |
| Total dividends paid to 30 June 2015 | 80.2 | 68.4 | 20.7 |
| Net asset value as at 30 June 2015 | 73.7 –––––––– |
79.0 –––––––– |
110.4 –––––––– |
| Total shareholder return to 30 June 2015 | 153.9 –––––––– |
147.4 –––––––– |
131.1 –––––––– |
The Directors have declared a second dividend of 2.5 pence per Ordinary share payable on 30 September 2015 to shareholders on the register as at 11 September 2015.
Notes:
Following the conversion of D shares to Ordinary shares on 31 March 2015, the results for Albion Development VCT PLC for the six months to 30 June 2015 showed a total return of 3.4 pence per share, compared to a total return of 1.7 pence per share for the period to 30 June 2014. Net asset value at 30 June 2015 was 73.7 pence per share, compared to 73.3 pence per share as at 30 June 2014.
The period has seen positive progress within the portfolio, including the sale of Orchard Portman Group in February 2015 for total consideration, including income received, of 1.6 times cost. Third party professional valuations on our portfolio of renewable energy investments resulted in an increase of £760,000, while some of our newer medical technology investments, including Exco InTouch and MyMeds&Me, were revalued as a result of strong trading. The Kensington Health Club also saw an increase in its valuation, following interest from a number of acquirers. Against this, difficult trading at Rostima saw a substantial provision against the remaining value of our investment.
The income generated by the investment portfolio increased by close to 35 per cent. on the same period last year, with growth mainly generated by the increasingly mature portfolio of renewable energy investments and also by Radnor House School, which by September 2015 will have around 400 pupils. Overall, this is an encouraging trend and indicative of the overall health of the investment portfolio.
£2.3 million was invested in unquoted companies during the period. These included £988,000 into Radnor House School, to purchase the 250 pupil Combe Bank School outside Sevenoaks in Kent and £284,000 as the final element in our programme of renewable energy investments. The Company also invested £670,000 to fund further growth within our existing portfolio of medical technology investments, a number of which show considerable promise.
Comparatives for 31 December 2014 are shown in brackets Source: Albion Ventures LLP
Although growth in the UK has currently recovered well, the outlook for the UK and global economies continues to be the key risk affecting your Company, particularly in view of the depressed commodity markets and concerns over the growth in developing economies. 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, such as healthcare, energy and education, that are less exposed to the business and consumer cycles.
Other principal risks and uncertainties remain unchanged and are as detailed on pages 13 and 14 of the Annual Report and Financial Statements for the year ended 31 December 2014.
The July budget introduced a number of changes to VCT legislation, including restrictions over the age of investments, a prohibition on management buyouts or the purchase of existing businesses and an overall lifetime investment cap of £12m from tax-advantaged funds into any portfolio company. While these changes are significant, had they been in place previously they would only have affected a relatively small minority of the investments that we have made into new portfolio companies over recent years. Our current view is that
there will be no change in our investment policy as a result, however the legislation is still being worked on and we will have a more detailed view of its effect after Royal Assent, expected in October 2015.
It remains the Board's policy to buy back shares in the market, subject to the overall constraint that such purchases are in the Company's interest, including the maintenance of sufficient resources for investment in existing and new portfolio companies and the continued payment of dividends to shareholders.
It is the Company's intention that, subject to the sufficiency of cash resources and any market constraints, the price at which shares are bought back should be in the region of a 5 per cent. discount to net asset value.
During the period to 30 June 2015, the Company issued 7,116,173 Ordinary shares under the Albion VCTs Prospectus Top Up Offers 2014/2015. To date your Company has raised a total of £5.2 million under this Offer, which compares to £3.0 million raised under the previous Top Up Offer. The offer will close on 30 September 2015 unless fully subscribed earlier.
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 2015 the net asset value per Ordinary share was 73.7 pence (30 June 2014: 73.3 pence; 31 December 2014: 73.1 pence). Dividends are paid twice a year, the next payment being 2.5 pence per Ordinary share on 30 September 2015, to those shareholders on the register at 11 September 2015.
The Company's investment portfolio in general is also considered to be 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. Over the medium term, we are confident that growth will continue.
Geoffrey Vero Chairman 26 August 2015
The Directors, Geoffrey Vero, Andy Phillipps, Patrick Reeve and Jonathan Thornton, are responsible for the preparation of the Half-yearly Financial Report. In preparing these condensed Financial Statements for the period to 30 June 2015 we, the Directors of the Company, confirm that to the best of our knowledge:
(c) 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).
This Half-yearly Financial Report has not been audited or reviewed by the Auditor.
By order of the Board
Chairman 26 August 2015
The following is a summary of investments as at 30 June 2015:
| Asset–backed investments | % voting rights |
Cost £'000 |
Cumulative movement in value £'000 |
Value £'000 |
Change in value for the period* £'000 |
|---|---|---|---|---|---|
| Radnor House School | |||||
| (Holdings) Limited | 8.8 | 2,454 | 1,386 | 3,840 | 7 |
| Chonais River Hydro Limited | 4.6 | 1,705 | 231 | 1,936 | 204 |
| The Street by Street Solar | |||||
| Programme Limited | 12.4 | 1,291 | 515 | 1,806 | 82 |
| Regenerco Renewable | |||||
| Energy Limited | 11.9 | 1,204 | 298 | 1,502 | 146 |
| Alto Prodotto Wind Limited | 9.4 | 842 | 399 | 1,241 | 111 |
| Bravo Inns II Limited | 5.0 | 1,080 | 29 | 1,109 | 3 |
| TEG Biogas (Perth) Limited | 10.2 | 814 | 151 | 965 | 86 |
| Kensington Health | |||||
| Clubs Limited | 4.9 | 1,140 | (202) | 938 | 290 |
| The Weybridge Club Limited | 9.4 | 1,548 | (687) | 861 | (13) |
| Albion Investment | |||||
| Properties Limited | 48.4 | 929 | (126) | 803 | 24 |
| The Q Garden | |||||
| Company Limited | 16.6 | 1,198 | (724) | 474 | 51 |
| AVESI Limited | 10.5 | 341 | 72 | 413 | 39 |
| Dragon Hydro Limited | 5.5 | 233 | 118 | 351 | 70 |
| The Charnwood Pub | |||||
| Company Limited | 3.3 | 981 | (716) | 265 | (72) |
| Greenenerco Limited | 4.0 | 140 | 72 | 212 | 25 |
| Bravo Inns Limited | 2.6 | 230 | (84) | 146 | 1 |
| Erin Solar Limited | 4.3 | 120 | (3) | 117 | (3) |
| Premier Leisure | |||||
| (Suffolk) Limited | 6.2 | 480 | (375) | 105 | – |
| Infinite Ventures | |||||
| (Goathill) Limited | 0.8 | 32 | – | 32 | – |
| Total asset-backed | |||||
| investments | 16,762 | 354 | 17,116 | 1,051 |
*as adjusted for additions and disposals during the period
| Cumulative movement |
Change in value for |
||||
|---|---|---|---|---|---|
| Growth investments | % voting rights |
Cost £'000 |
in value £'000 |
Value £'000 |
the period* £'000 |
| Lowcosttravelgroup Limited | 4.6 | 435 | 1,094 | 1,529 | – |
| Exco Intouch Limited | 6.0 | 1,015 | 408 | 1,423 | 385 |
| Blackbay Limited | 7.4 | 836 | 564 | 1,400 | (166) |
| Mirada Medical Limited | 7.8 | 500 | 448 | 948 | (69) |
| Hilson Moran Holdings Limited | 7.5 | 352 | 591 | 943 | 209 |
| Relayware Limited | 4.0 | 895 | 33 | 928 | 11 |
| Proveca Limited | 10.9 | 620 | 307 | 927 | 32 |
| Masters Pharmaceuticals | |||||
| Limited | 4.2 | 567 | 341 | 908 | 86 |
| Egress Software Technologies | |||||
| Limited | 6.1 | 610 | 156 | 766 | 45 |
| MyMeds&Me Limited | 4.1 | 470 | 264 | 734 | 270 |
| OmPrompt Holdings Limited | 5.3 | 650 | 15 | 665 | 8 |
| Aridhia Informatics Limited | 2.1 | 825 | (180) | 645 | (59) |
| Cisiv Limited | 6.9 | 446 | 157 | 603 | 159 |
| Abcodia Limited | 5.4 | 471 | 56 | 527 | 54 |
| Grapeshot Limited | 3.5 | 441 | – | 441 | – |
| DySIS Medical Limited | 3.2 | 545 | (141) | 404 | (18) |
| Process Systems Enterprise | |||||
| Limited | 1.3 | 118 | 193 | 311 | 8 |
| AMS Sciences Limited | 4.2 | 222 | (12) | 210 | (1) |
| Silent Herdsman Holdings | |||||
| Limited | 9.4 | 389 | (189) | 200 | (47) |
| memsstar Limited | 2.8 | 124 | 68 | 192 | 28 |
| Oxsensis Limited | 1.4 | 224 | (125) | 99 | (6) |
| Sandcroft Avenue Limited | 1.6 | 105 | (12) | 93 | – |
| Rostima Holdings Limited | 7.8 | 354 | (318) | 36 | (318) |
| Chichester Holdings Limited | 2.7 | 322 | (291) | 31 | (10) |
| Elements Software Limited | 0.6 | 3 | – | 3 | – |
| Total growth investments | 11,539 | 3,427 | 14,966 | 601 | |
| Total unquoted fixed asset | |||||
| investments | 28,301 | 3,781 | 32,082 | 1,652 |
*as adjusted for additions and disposals during the period
| AIM quoted investments | % voting rights |
Cost £'000 |
Cumulative movement in value £'000 |
Value £'000 |
Change in value for the period* £'000 |
|---|---|---|---|---|---|
| Mi-Pay Group PLC | 3.5 | 823 | (410) | 413 | (39) |
| Total AIM quoted investments | 823 | (410) | 413 | (39) | |
| Total fixed asset investments | 29,124 | 3,371 | 32,495 | 1,613 |
*as adjusted for additions and disposals during the period
| Total change in value of investments Movement in loan stock accrued interest |
1,613 (118) ––––– |
|---|---|
| Unrealised gains sub-total Realised gain in the current period |
1,495 55 ––––– |
| Total gains on investments as per Income statement | 1,550 |
| Investment realisations in the period to 30 June 2015 |
Cost £'000 |
Opening value £'000 |
Disposal proceeds £'000 |
Total realised gain/(loss) £'000 |
Gain/(loss) on opening value £'000 |
|---|---|---|---|---|---|
| Orchard Portman Group | 925 | 1,310 | 1,325 | 400 | 15 |
| Consolidated PR Limited | – | – | 39 | 39 | 39 |
| Hilson Moran Holdings Limited | |||||
| (loan stock repayment) | 27 | 37 | 37 | 10 | – |
| Radnor House School (Holdings) Limited |
|||||
| (loan stock repayment) | 15 | 15 | 15 | – | – |
| Tower Bridge Health Clubs Limited |
– | – | 4 | 4 | 4 |
| Chichester Holdings Limited | 243 | – | – | (243) | – |
| Opta Sports Data Limited (escrow adjustment) |
– | – | (3) | (3) | (3) |
| Total | 1,210 | 1,362 | 1,417 | 207 | 55 |
| Revenue Capital Total Revenue Capital Total Revenue Note £'000 £'000 £'000 £'000 £'000 £'000 £'000 Gains on investments 3 – 1,550 1,550 – 722 722 – |
Capital £'000 1,817 |
Total £'000 |
|---|---|---|
| 1,817 | ||
| Investment income 4 690 – 690 512 – 512 1,151 |
– | 1,151 |
| Investment management fees 5 (104) (313) (417) (92) (276) (368) (187) |
(562) | (749) |
| Other expenses (100) – (100) (96) – (96) (305) ––––– ––––– ––––– ––––– ––––– ––––– ––––– |
– ––––– |
(305) ––––– |
| Return on ordinary activities before tax 486 1,237 1,723 324 446 770 659 |
1,255 | 1,914 |
| Tax (charge)/credit on ordinary activities (85) 62 (23) (62) 59 (3) (106) ––––– ––––– ––––– ––––– ––––– ––––– ––––– |
119 ––––– |
13 ––––– |
| Return attributable to shareholders 401 1,299 1,700 262 505 767 553 ––––– ––––– ––––– ––––– ––––– ––––– ––––– |
1,374 ––––– |
1,927 ––––– |
| Basic and diluted return per share (pence)* 7 – Ordinary shares 0.8 2.6 3.4 0.5 1.2 1.7 1.0 – D shares – – – 1.3 1.4 2.7 3.0 |
3.0 4.1 |
4.0 7.1 |
*excluding treasury shares
Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2014 and the audited statutory accounts for the year ended 31 December 2014.
The accompanying notes on pages 15 to 22 form an integral part of this Half-yearly Financial Report.
The total column of this condensed income statement represents the profit and loss account of the Company. The supplementary revenue and capital columns have been prepared in accordance with The Association of Investment Companies' Statement of Recommended Practice.
All revenue and capital items in the above statement derive from continuing operations.
There are no recognised gains or losses other than the results for the periods disclosed above. Accordingly, a Statement of comprehensive income is not required. The difference between the reported return on ordinary activities before tax and the historical profit is due to the fair value movements on investments. Accordingly, a note on historical cost profit and losses has not been prepared.
The income statement for the period to 30 June 2015 is in respect of Ordinary shares, as D shares were converted into Ordinary shares on 31 March 2015.
| Note | Ordinary shares Unaudited 30 June 2015 £'000 |
Combined Ordinary and D shares Unaudited 30 June 2014 £'000 |
Combined Ordinary and D shares Audited 31 December 2014 £'000 |
|
|---|---|---|---|---|
| Fixed assets Investments |
32,495 | 28,103 | 29,873 | |
| Current assets Trade and other receivables less than one year Current asset investments Cash and cash equivalents |
10 | 674 – 6,916 –––––––– 7,590 |
84 66 5,398 –––––––– 5,548 |
201 – 4,645 –––––––– 4,846 |
| Total assets | 40,085 | 33,651 | 34,719 | |
| Creditors: amounts falling due within one year Trade and other payables less than one year Net assets |
(317) –––––––– 39,768 |
(279) –––––––– 33,372 |
(284) –––––––– 34,435 |
|
| Equity attributable to equityholders Called up share capital Share premium Capital redemption reserve Unrealised capital reserve Realised capital reserve Other distributable reserve |
8 | –––––––– 588 10,815 12 3,297 4,456 20,600 |
–––––––– 467 4,478 12 839 3,563 24,013 |
–––––––– 482 5,560 12 1,954 4,500 21,927 |
| Total equity shareholders' funds | –––––––– 39,768 |
–––––––– 33,372 |
–––––––– 34,435 |
|
| Basic and diluted net asset value per share (pence)* – Ordinary shares – D shares |
–––––––– 73.7 – |
–––––––– 73.3 107.5 |
–––––––– 73.1 109.5 |
*excluding treasury shares
Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2014 and the audited statutory accounts for the year ended 31 December 2014.
The Balance Sheets as at 30 June 2014 and 31 December 2014 represent the aggregate Balance Sheets of the Ordinary shares and D shares. The Balance Sheet as at 30 June 2015 represents Ordinary shares which include D shares converted into Ordinary shares on 31 March 2015.
The accompanying notes on pages 15 to 22 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 26 August 2015, and were signed on its behalf by
Chairman Company number: 03654040
| Called–up share capital £'000 |
Share premium £'000 |
Capital redemption reserve £'000 |
Unrealised capital reserve £'000 |
Realised reserve* £'000 |
Other capital distributable reserve* £'000 |
Total £'000 |
|
|---|---|---|---|---|---|---|---|
| As at 1 January 2015 Return/(loss) and total comprehensive income |
482 | 5,560 | 12 | 1,954 | 4,500 | 21,927 | 34,435 |
| for the period Transfer of previously unrealised gains on sale |
– | – | – | 1,495 | (196) | 401 | 1,700 |
| of investments Purchase of shares for |
– | – | – | (152) | 152 | – | – |
| treasury Issue of equity |
– 106 |
– 5,418 |
– – |
– – |
– – |
(360) (33) |
(360) 5,491 |
| Cost of issue of equity Dividends paid |
– – |
(163) – |
– – |
– – |
– – |
– (1,335) |
(163) (1,335) |
| As at 30 June 2015 | ––––– 588 ––––– |
––––– 10,815 ––––– |
––––– 12 ––––– |
––––– 3,297 ––––– |
––––– 4,456 ––––– |
––––– 20,600 ––––– |
––––– 39,768 ––––– |
| As at 1 January 2014 Return/(loss) and total comprehensive income |
441 | 2,343 | 8 | 125 | 3,772 | 25,313 | 32,002 |
| for the period Transfer of previously unrealised gains on sale |
– | – | – | 722 | (217) | 262 | 767 |
| of investments Cancellation of treasury shares |
– (1) |
– – |
– 1 |
(8) – |
8 – |
– – |
– – |
| Purchase of shares for treasury |
– | – | – | – | – | (300) | (300) |
| Purchase of shares for cancellation |
(3) | – | 3 | – | – | (190) | (190) |
| Issue of equity Cost of issue of equity |
30 – |
2,194 (59) |
– – |
– – |
– – |
– – |
2,224 (59) |
| Dividends paid | – ––––– |
– ––––– |
– ––––– |
– ––––– |
– ––––– |
(1,072) ––––– |
(1,072) ––––– |
| As at 30 June 2014 | 467 ––––– |
4,478 ––––– |
12 ––––– |
839 ––––– |
3,563 ––––– |
24,013 ––––– |
33,372 ––––– |
| As at 1 January 2014 Return/(loss) and total comprehensive income |
441 | 2,343 | 8 | 125 | 3,772 | 25,313 | 32,002 |
| for the period Transfer of previously unrealised losses on sale |
– | – | – | 1,254 | 120 | 553 | 1,927 |
| of investments | – | – | – | 575 | (575) | – | – |
| Cancellation of treasury shares Purchase of shares for |
(1) | – | 1 | – | – | – | – |
| cancellation Purchase of treasury shares |
(3) – |
– – |
3 – |
– – |
– – |
(190) (423) |
(190) (423) |
| Issue of equity Cost of issue of equity Transfer from other |
45 – |
3,310 (93) |
– – |
– – |
– – |
– – |
3,355 (93) |
| distributable reserve to realised capital reserve Dividends paid |
– – ––––– |
– – ––––– |
– – ––––– |
– – ––––– |
1,183 – ––––– |
(1,183) (2,143) ––––– |
– (2,143) ––––– |
| As at 31 December 2014 | 482 ––––– |
5,560 ––––– |
12 ––––– |
1,954 ––––– |
4,500 ––––– |
21,927 ––––– |
34,435 ––––– |
*Included within these reserves is an amount of £25,056,000 (30 June 2014: £27,576,000; 31 December 2014: £26,427,000) which is considered distributable.
| Ordinary shares Unaudited six months ended 30 June 2015 |
Combined Ordinary and D shares Unaudited six months ended 30 June 2014 |
Combined Ordinary and D shares Audited year ended 31 December 2014 |
||
|---|---|---|---|---|
| Cash flow from operating activities | Note | £'000 | £'000 | £'000 |
| Loan stock income received Deposit interest received Dividend income received Investment management fees paid Other cash payments |
478 31 61 (387) (127) |
484 36 33 (360) (112) |
1,012 67 53 (736) (195) |
|
| Corporation tax paid | – –––––––– |
– –––––––– |
– –––––––– |
|
| Net cash flow from operating activities | 9 | 56 | 81 | 201 |
| Cash flow from investing activities Purchase of fixed asset investments Disposal of fixed asset investments Disposal of current asset investments |
–––––––– (2,371) 1,521 – |
–––––––– (1,622) 112 3 |
–––––––– (5,157) 2,814 71 |
|
| Net cash flow from investing activities | –––––––– (850) |
–––––––– (1,507) |
–––––––– (2,272) |
|
| Cash flow from financing activities Issue of share capital Cost of issue of shares Equity dividends paid Purchase of own shares (including costs) |
–––––––– 4,578 (13) (1,151) (349) |
–––––––– 2,051 (4) (955) (478) |
–––––––– 3,029 (7) (1,902) (614) |
|
| Net cash flow from financing activities | –––––––– 3,065 |
–––––––– 614 |
–––––––– 506 |
|
| Increase/(decrease) in cash and cash equivalents Cash and cash equivalents at start of period |
–––––––– 2,271 4,645 |
–––––––– (812) 6,210 |
–––––––– (1,565) 6,210 |
|
| Cash and cash equivalents at end of period |
10 | –––––––– 6,916 |
–––––––– 5,398 |
–––––––– 4,645 |
| Cash and cash equivalents comprise: Cash at bank and in hand Cash equivalents |
6,916 – |
5,398 – |
4,645 – |
|
| Total cash and cash equivalents | –––––––– 6,916 –––––––– |
–––––––– 5,398 –––––––– |
–––––––– 4,645 –––––––– |
|
The condensed 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, including Financial Reporting Standard 102 ("FRS 102"), and with the 2014 Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" ("SORP") issued by The Association of Investment Companies ("AIC"). This is the first period in which the financial statements have been prepared under FRS 102. On adoption of, and in accordance with, FRS 102, loans and receivables previously measured at amortised cost using the effective interest rate method less impairment have been designated at fair value through profit and loss ("FVTPL"). This has not led to a material change in value and so has not led to a restatement of comparatives.
The half-yearly report has not been audited, nor has it been reviewed by the auditor pursuant to the FRC's guidance on Review of interim financial information.
The Company's business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth. This portfolio of financial assets is managed and its performance evaluated on a fair value basis, in accordance with a documented investment policy, and information about the portfolio is provided internally on that basis to the Board.
Upon initial recognition (using trade date accounting) investments are designated by the Company as 'at fair value through profit or loss' and are included at their initial fair value, which is cost (excluding expenses incidental to the acquisition which are written off to the income statement).
Subsequently, the investments are valued at 'fair value', which is measured as follows:
including earnings multiples, the level of third party offers received, prices of recent investment rounds, net assets and industry valuation benchmarks. Where the Company has an investment in an early stage enterprise, the price of a recent investment round is often the most appropriate approach to determining fair value. In situations where a period of time has elapsed since the date of the most recent transaction, consideration is given to the circumstances of the portfolio company since that date in determining fair value. This includes consideration of whether there is any evidence of deterioration or strong definable evidence of an increase in value. In the absence of these indicators, the investment in question is valued at the amount reported at the previous reporting date. Examples of events or changes that could indicate a diminution include:
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.
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.
In accordance with the requirements of FRS 102, 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. In these circumstances the investment is measured at fair value through profit and loss.
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 when the Company's right to receive payment and expect settlement is established.
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:
Taxation is applied on a current basis in accordance with FRS 102. Current tax is tax payable (refundable) in respect of the taxable profit (tax loss) for the current period or past reporting periods using the tax rates and laws that have been enacted or substantively enacted at the financial reporting date. Taxation associated with capital expenses is applied in accordance with the SORP.
Deferred tax is provided in full on all timing differences at the reporting date. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
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:
The special reserve, treasury share reserve and the revenue reserve were combined in 2012 to form a single reserve named other distributable reserve.
This reserve accounts for the movements from the revenue column of the Income statement, the payment of dividends, the buy-back of shares and other, non capital realised movements.
Dividends by the Company are accounted for in the period in which the dividend is paid or approved at the Annual General Meeting.
| Combined | Combined | ||
|---|---|---|---|
| Ordinary | Ordinary | ||
| Ordinary shares | and D shares | and D shares | |
| Unaudited | Unaudited | Audited | |
| six months | six months | year ended | |
| ended | ended | 31 December | |
| 30 June 2015 | 30 June 2014 | 2014 | |
| £'000 | £'000 | £'000 | |
| Unrealised gains on fixed asset investments held | |||
| at fair value through profit or loss | 1,495 | 692 | 1,254 |
| Unrealised gains on current asset investments held | |||
| at fair value through profit or loss | – | 30 | – |
| Unrealised gains sub-total | –––––––– 1,495 |
–––––––– 722 |
–––––––– 1,254 |
| Realised gains on investments held at fair value | –––––––– | –––––––– | –––––––– |
| through profit or loss | 55 | – | 525 |
| Realised gains on current asset investments held | |||
| at fair value through profit or loss | – | – | 38 |
| –––––––– | –––––––– | –––––––– | |
| Realised gains sub-total | 55 –––––––– |
– –––––––– |
563 –––––––– |
| 1,550 | 722 | 1,817 | |
| Investment income | –––––––– | –––––––– | –––––––– |
| Combined | Combined | ||
| Ordinary | Ordinary | ||
| Ordinary shares | and D shares | and D shares | |
| Unaudited | Unaudited | Audited | |
| six months | six months | year ended | |
| ended | ended | 31 December | |
| 30 June 2015 | 30 June 2014 | 2014 | |
| £'000 | £'000 | £'000 | |
| Income recognised on investments held at fair value | |||
| through profit or loss | |||
| UK dividend income | 61 | 31 | 51 |
| Loan stock interest | 596 | 446 | 1,034 |
| Bank deposit interest | 33 –––––––– |
35 –––––––– |
66 –––––––– |
| 690 | 512 | 1,151 | |
| –––––––– | –––––––– | –––––––– |
All of the Company's income is derived from operations based in the United Kingdom.
| Combined | Combined | ||
|---|---|---|---|
| Ordinary | Ordinary | ||
| Ordinary shares | and D shares | and D shares | |
| Unaudited | Unaudited | Audited | |
| six months | six months | year ended | |
| ended | ended | 31 December | |
| 30 June 2015 | 30 June 2014 | 2014 | |
| £'000 | £'000 | £'000 | |
| Investment management fee charged to revenue | 104 | 92 | 187 |
| Investment management fee charged to capital | 313 | 276 | 562 |
| –––––––– 417 |
–––––––– 368 |
–––––––– 749 |
|
| –––––––– | –––––––– | –––––––– |
Further details of the Management agreement under which the investment management fee is paid are given in the Strategic report on page 11 of the Annual Report and Financial Statements for the year ended 31 December 2014.
During the period, services to a total value of £417,000 (30 June 2014: £368,000; 31 December 2014: £749,000) 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 £224,000 (30 June 2014: £188,000; 31 December 2014: £193,000).
During the period, the Company was not charged by Albion Ventures LLP in respect of Patrick Reeve's services as a Director (30 June 2014: £nil; 31 December 2014: £nil).
Albion Ventures LLP is, from time to time, eligible to receive transaction fees and Directors' fees from portfolio companies. During the period ended 30 June 2015, fees of £99,000 attributable to the investments of the Company were received pursuant to these arrangements (30 June 2014: £97,000; 31 December 2014: £212,000).
Albion Ventures LLP holds 331 fractional entitlement shares of the Company as a result of the conversion of C shares to Ordinary shares in March 2007.
Albion Ventures LLP also holds 37,574 Ordinary shares as a result of the failure of an original subscriber to pay cleared funds on initial subscription.
| Unaudited six months ended |
Unaudited six months ended 30 June 2014 Ordinary |
Audited year ended 31 December 2014 Ordinary |
|||
|---|---|---|---|---|---|
| 30 June 2015 £'000 |
shares £'000 |
D shares £'000 |
shares £'000 |
D shares £'000 |
|
| Dividend of 2.5p per Ordinary share paid | |||||
| on 30 May 2014 Dividend of 2.5p per D share paid on |
– | 911 | – | 911 | – |
| 30 May 2014 Dividend of 2.5p per Ordinary share paid |
– | – | 159 | – | 159 |
| on 30 September 2014 Dividend of 2.5p per D share paid on |
– | – | – | 914 | – |
| 30 September 2014 Dividend of 2.5p per Ordinary share paid |
– | – | – | – | 159 |
| on 29 May 2015 | 1,335 –––––––– |
– –––––––– |
– –––––––– |
– –––––––– |
– –––––––– |
| 1,335 –––––––– |
911 –––––––– |
159 –––––––– |
1,825 –––––––– |
318 –––––––– |
The Directors have declared a dividend of 2.5 pence per Ordinary share (total approximately £1,348,000), payable on 30 September 2015 to shareholders on the register as at 11 September 2015.
| Ordinary shares | Unaudited Unaudited six months ended six months ended 30 June 2015 30 June 2014 |
Audited year ended 31 December 2014 |
||||
|---|---|---|---|---|---|---|
| Revenue | Capital | Revenue | Capital | Revenue | Capital | |
| Return attributable to | ||||||
| Ordinary shares (£'000) | 401 | 1,299 | 180 | 418 | 363 | 1,111 |
| Weighted average shares | ||||||
| in issue | 50,822,604 | 35,465,320 | 36,282,578 | |||
| Return per Ordinary | ||||||
| share (pence) | 0.8 | 2.6 | 0.5 | 1.2 | 1.0 | 3.0 |
| D shares | Unaudited six months ended 30 June 2014 |
Audited year ended 31 December 2014 |
||||
| Revenue | Capital | Revenue | Capital | |||
| Return attributable to | ||||||
| D shares (£'000) | 82 | 87 | 211 | 263 | ||
| Weighted average shares | ||||||
| in issue | 6,358,795 | 6,369,555 | ||||
| Return per D share |
In line with the original prospectus, the D shares converted to Ordinary shares on 31 March 2015, with a conversion ratio of 1.4975 Ordinary shares for each D share, on the basis of their respective audited net asset value per share at 31 December 2014.
(pence) 1.3 1.4 3.0 4.1
There are no convertible instruments, derivatives or contingent share agreements in issue for Albion Development VCT PLC hence there are no dilution effects to the return per share. The basic return per share is therefore the same as the diluted return per share.
| Ordinary shares | Unaudited | Unaudited | Audited |
|---|---|---|---|
| 30 June 2015 | 30 June 2014 | 31 December 2014 | |
| £'000 | £'000 | £'000 | |
| Allotted, called up and fully paid shares of 1 penny each Number of shares Nominal value of allotted shares (£'000) Voting rights (number of shares net of treasury shares) |
58,773,551 588 53,937,851 |
40,311,270 403 36,180,570 |
41,834,205 418 37,527,505 |
During the period to 30 June 2015 the Company purchased 529,000 Ordinary shares for treasury at a cost of £360,000. The total number of Ordinary shares held in treasury as at 30 June 2015 was 4,835,700 (30 June 2014: 4,130,700; 31 December 2014: 4,306,700) representing 8.2 per cent. of the Ordinary shares in issue as at 30 June 2015.
During the period to 30 June 2015 the Company did not purchase any Ordinary shares for cancellation (30 June 2014 and 31 December 2014: 272,000 shares at a cost of £190,000).
| Unaudited | Audited | |
|---|---|---|
| 30 June 2014 | 31 December 2014 | |
| D shares | £'000 | £'000 |
| Allotted, called up and fully paid shares of 1 penny each | ||
| Number of shares | 6,397,531 | 6,413,822 |
| Nominal value of allotted shares (£'000) | 64 | 64 |
| Voting rights (number of shares net of treasury shares) | 6,371,906 | 6,388,197 |
In accordance with the Articles of Association, on 31 March 2015, the D shares converted to Ordinary shares on the basis of the net assets attributable to the Ordinary shares and the D shares as disclosed in the audited accounts for the year ended 31 December 2014 and in accordance with the calculation as described and approved by shareholders' at the Extraordinary General Meeting on 28 October 2009. D shareholders received 1.4975 Ordinary shares for each D share they owned as at 31 March 2015. New certificates were sent to D shareholders on or before 30 April 2015.
Under the terms of the Dividend Reinvestment Scheme Circular dated 27 August 2008, the following Ordinary shares, of nominal value 1 penny each, were allotted:
| Date of allotment |
Number of shares issued |
Aggregate nominal amount of shares (£'000) |
Issue price (pence per share) |
Net consideration received (£'000) |
Opening market price on allotment date (pence per share) |
|
|---|---|---|---|---|---|---|
| 29 May 2015 | 256,848 | 3 | 71.75 | 181 | 69.0 |
Under the terms of the Albion VCTs Prospectus Top Up Offers 2014/2015, the following Ordinary shares of nominal value 1 penny each, were allotted during the period to 30 June 2015:
| Date of allotment |
Number of shares issued |
Aggregate nominal amount of shares (£'000) |
Issue price (pence per share) |
Net consideration received (£'000) |
Opening market price on allotment date (pence per share) |
|
|---|---|---|---|---|---|---|
| 30 January 2015 | 1,287,521 | 13 | 72.9 | 920 | 70.0 | |
| 30 January 2015 | 693,078 | 7 | 73.2 | 495 | 70.0 | |
| 2 April 2015 | 4,323,601 | 43 | 75.4 | 3,162 | 69.0 | |
| 30 June 2015 | 761,410 | 8 | 74.0 | 547 | 69.0 | |
| 30 June 2015 | 39,242 | – | 73.3 | 28 | 69.0 | |
| 30 June 2015 | 11,321 –––––– |
– –––––– |
73.6 | 8 –––––– |
69.0 | |
| 7,116,173 –––––– |
71 –––––– |
5,160 –––––– |
||||
The Albion VCTs Prospectus Top Up Offers 2014/2015 will close on 30 September 2015 (unless fully subscribed by an earlier date).
| Combined | Combined | |
|---|---|---|
| Ordinary | Ordinary | |
| Ordinary shares | and D shares | and D shares |
| Unaudited | Unaudited | Audited |
| six months | six months | year ended |
| ended | ended | 31 December |
| 30 June 2015 | 30 June 2014 | 2014 |
| £'000 | £'000 | £'000 |
| 486 | 324 | 659 |
| (313) | (276) | (562) |
| (118) | 38 | 77 |
| (1) | (3) | 2 |
| 2 | (2) | 40 |
| – | – | (15) |
| 56 | 81 | –––––––– 201 –––––––– |
| –––––––– –––––––– |
–––––––– –––––––– |
| Combined | Combined | ||
|---|---|---|---|
| Ordinary | Ordinary | ||
| Ordinary shares | and D shares | and D shares | |
| Unaudited | Unaudited | Audited | |
| six months | six months | year ended | |
| ended | ended | 31 December | |
| 30 June 2015 | 30 June 2014 | 2014 | |
| £'000 | £'000 | £'000 | |
| Opening cash balances | 4,645 | 6,210 | 6,210 |
| Net cash flow | 2,271 | (812) | (1,565) |
| Closing cash balances | –––––––– 6,916 –––––––– |
–––––––– 5,398 –––––––– |
–––––––– 4,645 –––––––– |
As at 30 June 2015, the Company had the following financial commitments in respect of investments:
There are no contingencies or guarantees of the Company as at 30 June 2015 (30 June 2014; £nil: 31 December 2014: £nil).
Since 30 June 2015, the Company has completed the following transactions:
Other than transactions with the Manager as described in Note 5, there are no 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 2014 and is detailed on page 65 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 435 of the Companies Act 2006 for the periods ended 30 June 2015 and 30 June 2014 and is unaudited. The information for the year ended 31 December 2014 does not constitute statutory accounts within the terms of section 435 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/AADV.htm.
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 certifi cate for environmental management. The pulp is bleached using a totally chlorine free (TCF) process.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.