Interim / Quarterly Report • Mar 31, 2017
Interim / Quarterly Report
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A VENTURE CAPITAL TRUST
Unaudited Half-Year Report for the six months ended 31 March 2017
The Income & Growth VCT plc ("the Company", "the VCT" or "I&G VCT") is a Venture Capital Trust ("VCT") listed on the London Stock Exchange. Its investment portfolio is advised by Mobeus Equity Partners LLP ("Mobeus").
The objective of the Company is to provide investors with an attractive return, by maximising the stream of tax-free dividend distributions from the income and capital gains generated by a diverse and carefully selected portfolio of investments, while continuing at all times to qualify as a VCT.
| Financial Highlights | 1 | ||||
|---|---|---|---|---|---|
| Chairman's Statement | 2 | ||||
| Investment Policy | 4 | ||||
| Summary of VCT Regulation | 4 | ||||
| Investment Review | 5 | ||||
| Investment Portfolio Summary | 7 | ||||
| Statement of the Directors' Responsibilities | 9 | ||||
| Unaudited Condensed Financial Statements | |||||
| Notes to the Unaudited Condensed Financial Statements | 16 | ||||
| Shareholder Information | 22 | ||||
| Performance Data at 31 March 2017 | 24 | ||||
| Timeline of the Company | 26 | ||||
| Corporate Information | 27 |
We are aware that, from time to time, our shareholders have received unsolicited telephone calls and/or mail which purport to come from the Company or to be authorised by it.
Further information on boiler room scams and who to contact, should you believe that you have been approached in such a manner, is included in the reply to the FAQ "What should I do if I receive an unsolicited offer for my shares?", in the VCT Investor Area of the Investment Adviser's website. Details of any share dealing facilities that the Company endorses will be included in Company mailings. Detailed information on this or similar activity can be found on the FCA website www.fca.org.uk /consumers/scams. For further information, shareholders may also contact Mobeus, the Company Secretary.
Net asset value total return per share was 2.0% for the six months.
Share price total return per share was 1.9% for the six months.
The Board has declared an interim dividend for the current year of 3.00 pence per share to be paid to shareholders on 20 June 2017, which will bring cumulative dividends paid since the inception of the current share class* to 87.50 pence per share.
The Company made new investments totalling £3.14 million into four companies, BookingTek, Biosite, Tapas Revolution and Buster & Punch. In addition, £0.93 million was invested in Preservica, an existing portfolio company.
The table below shows the recent past performance of the Company's current class* of shares for each of the last five years, and the current year to date.
| Net assets |
NAV per share |
Share price1 |
Cumulative dividends paid per |
Cumulative total return per share to shareholders2 |
Dividends paid and proposed |
||
|---|---|---|---|---|---|---|---|
| As at | (£m) | (p) | (p) | share (p) |
(NAV basis) (p) |
(Share price basis) (p) |
per share in respect of each year (p) |
| 31 March 2017 | 69.88 | 96.43 | 86.50 | 84.50 | 180.93 | 171.00 | 3.003 |
| 30 September 2016 | 70.84 | 98.51 | 88.80 | 80.50 | 179.01 | 169.30 | 10.00 |
| 30 September 2015 | 75.20 | 106.38 | 93.50 | 68.50 | 174.88 | 162.00 | 12.00 |
| 30 September 2014 | 69.31 | 114.60 | 103.504 | 50.50 | 165.10 | 154.00 | 18.00 |
| 30 September 2013 | 60.47 | 113.90 | 99.50 | 40.50 | 154.40 | 140.00 | 10.00 |
| 30 September 2012 | 50.55 | 109.62 | 97.00 | 28.50 | 138.12 | 125.50 | 26.00 |
1 Source: Panmure Gordon & Co (mid-price).
2 Cumulative total return per share comprises the NAV per share (NAV basis) or the mid-market price per share (share price basis) plus cumulative dividends paid since launch of the current share class*.
3 An interim dividend of 3.00 pence per share, referred to in the Financial Highlights above, is payable to shareholders on 20 June 2017.
4 The share price at 30 September 2014 has been adjusted to add back the dividend of 8.00 pence per share paid on 30 October 2014, which was excluded from the listed share price at that year end.
* The first allotment of the former 'S' share class, now the current share class, took place on 6 February 2008.
Detailed performance data, including a table of dividends paid to date, for all share classes and fundraising rounds is shown in the Performance Data appendix on pages 24 - 25. The tables, which give information by allotment date on NAVs and dividends paid per share, are also available on the Company's website at www.incomeandgrowthvct.co.uk where they can be accessed by clicking on "table" under "Reviewing the performance of your investment" on the home page.
The half-year has again seen steady progress with a further positive return for the period, which is detailed in the Performance section below, and an increase in the rate of growth capital investments made, in accordance with the amended Investment Policy approved by shareholders in February 2016.
Seven investments have now been completed in accordance with the amended Investment Policy, in response to the new VCT legislation introduced by the Finance (No 2) Act 2015 (the "new VCT Rules"). The main features of this legislation are disclosed in the Summary of VCT Regulation on page 4. Five of these seven investments were made in the period under review. Levels of new investment across the VCT industry have been lower than the comparable periods, so the Company has made a relatively strong start to investing under the new VCT rules.
The existing MBO focused portfolio constructed under the previous VCT rules has continued to perform steadily.
The Company's NAV total return per share was 2.0% for the six months to 31 March 2017 (2016 3.8%) while the total share price return was 1.9% (2016: 7.0%).
Cumulative NAV total return per share (being the closing net asset value plus total dividends paid to date) has risen to 180.93 pence compared to 179.01 pence at the year-end. This represents a further increase of 1.1% over the period.
The portfolio has performed steadily during the period, increasing in value by 1.5% (2016: 6.5%) on a like-for-like basis. The aggregate portfolio saw a net increase of £0.07 million in realised gains and £0.73 million in unrealised gains over the six month period. The portfolio was valued at £51.90 million at the period-end (30 September 2016: £54.36 million).
During the six months under review, the Company invested a total of £ 4.07 million (including £0.72 million via a company preparing to trade), (2016: £4.47 million,
including £4.18 million via companies preparing to trade) into five (2016: three) investments. These were BookingTek, a company that has developed a real-time booking platform for hotel meeting rooms and restaurant reservations; Biosite, a fast growing provider of biometric access control and software-based workforce management solutions for the construction sector; Preservica, an existing portfolio company which has developed software to preserve past and current data for future retrieval; Tapas Revolution, a leading Spanish themed restaurant chain; and most recently, Buster & Punch, a contemporary interiors brand.
The Company received cash proceeds of £6.61 million during the six month period, mostly being partial loan stock repayments.
Details of all these transactions and the performance of the portfolio are contained in the Investment Review and the Investment Portfolio Summary on pages 5 - 8.
The results for the period are set out in the Unaudited Condensed Income Statement on pages 10 - 11 and show a revenue return (after tax) of 1.42 pence per share (2016: 1.69 pence). The revenue return for the period of £1.02 million has fallen from last year's comparable figure of £1.19 million. This fall is mainly due to a large interest receipt arising from the exit of Original Additions, which was included in the 2016 figure. Ignoring the effect of this non-recurring income, the underlying loan stock interest fell only slightly, which highlights the resilience of the income from the current portfolio.
The Board continues to be committed to providing an attractive dividend stream to shareholders and is pleased to declare an interim dividend of 3.00 pence per share for the year ending 30 September 2017, comprising 1.50 pence of income and 1.50 pence of capital. This dividend will be paid on 20 June 2017 to shareholders on the Register on 26 May 2017 and will bring cumulative dividends per share paid to date to 87.50 pence.
In respect of the past five financial years, and this half-year, the Company has now paid or declared dividends totalling 79.00 pence per share.
Shareholders are encouraged to ensure that Capita, the Company's Registrar, has up-to-date details for them and to check whether they have received all dividends payable to them. This is particularly important if they have recently moved house or changed their bank account. We are aware that a number of dividends remain unclaimed by shareholders and whilst we will continue to endeavour to contact you if this is the case, we cannot guarantee that we will be able to do so if the Registrars do not have an up-to-date address and/or email address for you.
The Company's Dividend Investment Scheme ("the Scheme") is a convenient, easy and cost effective way for shareholders to build up their shareholding in the Company. Instead of receiving cash dividends, shareholders can elect to receive new shares in the Company. By opting to receive a dividend in this manner, there are three benefits to shareholders:
Shareholders wishing to join the Scheme should submit a mandate form to Capita Asset Services, the Scheme Administrator, by no later than Monday, 5 June 2017, to ensure that they receive the above dividend as shares. Details of where to obtain an application form can be found in Shareholder Information on page 22.
An announcement in the recent Budget has brought VCTs within the remit of the current Patient Capital Review. The review, led by HM Treasury, is considering the current availability of long-term finance for innovative and growing companies looking to expand their businesses and changes in government policy that may support the expansion of long-term capital for growing innovative firms. We are closely monitoring developments and are continuing to support industry bodies such as the Association of Investment Companies, BVCA and EISA who are contributing their views to the Government on the Company's behalf.
A summary of current VCT regulation is included on page 4 of this Half Year Report.
Annual fundraisings by the Company have provided it with a satisfactory level of liquidity sufficient to pursue its Objective and to meet the Company's running costs. The Board will consider additional fundraising in the future in line with its liquidity and new investment requirements, together with an assessment of the effects of possible future legislative changes.
The Board continues to monitor credit risk in respect of its cash balances and to prioritise the security and protection of the Company's capital. Cash and liquidity fund balances as at 31 March 2017 amounted to £17.70 million. This figure included £6.74 million held in money market funds with AAA credit ratings and £10.96 million held in deposit accounts with a number of well-known financial institutions across a range of maturities. In addition, the investment portfolio contained £4.53 million in companies preparing to trade that also hold cash in money market funds.
During the six months ended 31 March 2017, the Company bought back 32,790 of its own shares, representing 0.1% (2016: 0.3%) of the shares in issue at the beginning of the period, at a total cost of £0.03 million (2016: £0.21 million) inclusive of expenses.
It is the Company's policy to cancel all shares bought back by the Company. The Board regularly reviews its buyback policy and currently seeks to maintain the discount to NAV at which the Company's shares trade at around 10% below the latest published NAV.
May I remind you that the Company has its own website which is available at www.incomeandgrowthvct.co.uk.
The Investment Adviser held its seventh annual Shareholder Event in January 2017 which, from the feedback submitted, was well received by shareholders. The event included presentations on the investment activity and performance of the Mobeus VCTs. I would like to thank those shareholders who attended for helping to make it such a success. The next Event will take place in January 2018. Shareholders will be sent further details and an invitation nearer to the time.
The outlook for the UK economy over the next year and the medium-term remains somewhat unclear, although current forecasts still predict economic growth over the next few years for the UK economy. The UK Government will presumably commence formal negotiations for the UK to leave the EU, after the General Election in June. The outcome of these negotiations with the EU will in due course provide more clarity to the UK economic environment.
In the meantime, the Board and Investment Adviser consider that the portfolio is well positioned to withstand this uncertainty. We will continue our measured and cautious approach to investment appraisal and our active engagement with existing portfolio companies. The portfolio has a solid foundation of investments made under the previous MBO strategy, the majority of which are mature and profitable companies providing consistent income returns. Over the coming years, this portfolio mix is expected to change towards younger growth capital companies. These sorts of companies typically exhibit more volatility in returns and generate less income as they tend to re-invest profits during their growth phase. Your Board remains confident that, within the current regulatory
environment, and with the Investment Adviser's expanded investment team, attractive opportunities will continue to be identified.
Once again, I would like to take this opportunity to thank all shareholders for their continued support.
Chairman
16 May 2017
The Company's policy is to invest primarily in a diverse portfolio of UK unquoted companies. Investments are generally structured as part loan and part equity in order to receive regular income and to generate capital gain upon sale.
Investments are made selectively across a number of sectors, principally in established companies.
The Company's cash and liquid resources are held in a range of instruments of varying maturities, subject to the overriding criterion that the risk of loss of capital be minimised.
The Investment Policy is designed to ensure that the Company continues to qualify and is approved as a VCT by HMRC.
Amongst other conditions, the Company may not invest more than 15% of its investments (by VCT value at the time of investment) in a single company or group and must have at least 70% by VCT value of its investments throughout the period in shares or securities comprised in VCT qualifying holdings of which a minimum
overall of 30% by VCT value (70% for funds raised after 6 April 2011) must be in ordinary shares which carry no preferential rights (save as may be permitted under VCT rules). In addition, although the VCT can invest less than 30% (70% for funds raised after 6 April 2011) of an investment in a specific company in ordinary shares it must have at least 10% by VCT value of its total investments in each VCT qualifying company in ordinary shares which carry no preferential rights (save as may be permitted under VCT rules).
The companies in which investments are made must have no more than £15 million of gross assets at the time of investment and £16 million immediately following the investment to be classed as a VCT qualifying holding.
The Company initially holds its funds in a portfolio of interest bearing investments and deposits. The investment portfolio of qualifying investments is built up over a three year period with the aim of investing and maintaining at least 70% of net funds raised in qualifying investments.
Risk is spread by investing in a number of different businesses across different industry sectors. To reduce the risk of high exposure to equities, each qualifying investment is structured to achieve the optimum balance between loan stock and equity to provide protection against downside risk alongside the best potential overall returns.
The Company is entitled to invest alongside other VCTs advised by Mobeus Equity Partners LLP that have a similar investment policy, normally on a pro rata to net assets basis.
The Company's articles of association permit borrowing of up to 10% of the adjusted capital and reserves (as defined therein). However, it has never borrowed and the Board has currently no plans to undertake any borrowing.
To assist shareholders, the following table contains a summary of the most important rules that determine VCT approval.
To maintain its status as a VCT, the Company must meet a number of conditions, the most important of which are that:
No investment in a single company or group of companies may represent more than 15% (by VCT tax value*) of the Company's total investments at the date of investment;
The Company must pay sufficient levels of income dividend from its revenue available for distribution so as not to retain more than 15% of its income from shares and securities in a year;
To be a VCT qualifying holding, new investments must be in companies:-
which have no more than £15 million of gross assets at the time of investment and £16 million immediately following investment from VCTs;
whose maximum age is generally seven years (ten years for knowledge intensive businesses);
*VCT tax value means as valued in accordance with prevailing VCT legislation, which may not be the same as the investment cost or the carrying value of the investment shown in the Investment Portfolio Summary on pages 7 - 8.
The above takes into account legislation up to the Finance Act 2016 enacted in September 2016 but effective from 6 April 2016.
A total of £4.07 million was invested into five companies during the six months under review. This comprised new investments into BookingTek, Biosite, Tapas Revolution, Buster & Punch and a further investment into an existing portfolio company, Preservica.
| Company | Business | Date of investment |
Amount of new investment (£m) |
|---|---|---|---|
| BookingTek | Direct booking software for hotels |
October 2016 |
0.78 |
Based in London, BookingTek has developed software that enables hotels to reduce their reliance on third-party booking systems by means of a real-time booking platform for meeting rooms and restaurant reservations. The investment is to support further growth. The company's latest accounts for the year ended 31 July 2016 show turnover of £2.03 million and loss before interest, tax and amortisation of goodwill of £0.29 million.
| Biosite | Workforce management |
November 2016 |
0.86 |
|---|---|---|---|
| --------- | ------------------------- | ------------------ | ------ |
Based in the Midlands, Pattern Analytics (Biosite) is a fast-growing provider of biometric access control and software-based workforce management solutions for the construction sector. The investment will support the expansion of the team to facilitate the development of new site-management tools to enable managers to oversee all aspects of a construction project. The company's latest accounts for the year ended 31 July 2016 show turnover of £4.69 million and profit before interest, tax and amortisation of goodwill of £0.49 million.
| Preservica | Seller of proprietary digital archiving software |
December 2016 |
0.93 | |
|---|---|---|---|---|
| -- | ------------ | -------------------------------------------------------- | ------------------ | ------ |
Preservica has developed the world's leading software for the long-term preservation of digital records ensuring that digital content remains accessible, irrespective of future changes in technology. Previously a subsidiary of Tessella, it was demerged prior to the sale of Tessella in December 2015. The new investment provided additional growth capital to finance the development of the business. The company's latest accounts for the year ended 31 March 2016 show turnover of £1.78 million and profit before interest, tax and amortisation of goodwill of £0.16 million.
| Tapas Revolution Restaurant chain January 2017 0.78 |
|---|
| -------------------------------------------------------------- |
Based in London, Ibericos Etc. (which trades as Tapas Revolution) is a leading Spanish restaurant chain in the casual dining sector focusing on shopping centre sites with high footfall. Having opened its first restaurant in Shepherd's Bush: Westfield, the business has since opened six restaurants. The investment provided growth capital to a high-calibre team with significant restaurant rollout experience who have spent the past five years building and refining their offer and are now well placed to capitalise on a strong pipeline of new sites. The company's latest accounts for the year ended 25 October 2015 show turnover of £2.37 million and loss before interest, tax and amortisation of goodwill of £0.16 million.
| Buster & Punch | Retailer | March 2017 | 0.72 | |
|---|---|---|---|---|
| -- | ---------------- | ---------- | ------------ | ------ |
Chatfield Services Limited (trading as Buster & Punch) is a London-based interiors brand founded in 2012 by architect and industrial designer Massimo Buster Minale. Buster + Punch (www.busterandpunch.com) started in a small garage in East London, where it built the "world's first designer LED light bulb" (Buster Bulb) and made its name with its industrial-inspired lighting. Its products are now sold in over 50 countries, both directly to end-consumers, designers and architects, and through well-known retailers including John Lewis, Harvey Nichols and Harrods. The investment will support the business's international expansion plans and the broadening of its product range. The company's latest accounts for the year ended 31 March 2016 show turnover of £1.98 million and profit before interest, tax and amortisation of goodwill of £0.47 million.
There have been no full realisations during the six month period under review although the Company received total cash proceeds of £6.61 million (2016: £10.65 million). This was in the form of loan stock repayments of £6.45 million (2016: £1.75 million) detailed below, deferred consideration of £0.06 million from Focus Pharma and MachineWorks, realised in a previous period, and other receipts of £0.10 million.
Partial loan stock repayments received from seven companies totalled £6.45 million for the six months as summarised below:
| Company | Business | Month(s) | Amount (£000's) |
|---|---|---|---|
| Backhouse Management | Company preparing to trade | January | 1,203 |
| Barham Consulting | Company preparing to trade | December, March | 1,203 |
| Creasy Marketing | Company preparing to trade | March | 1,203 |
| McGrigor Management | Company preparing to trade | January, February | 1,203 |
| Hollydale Management | Company preparing to trade | March | 932 |
| Chatfield Services | Company preparing to trade | March | 687 |
| BG Training | Technical training | January | 18 |
| Total | 6,449 |
| Total cost at 31 March 2017 (unaudited) £ |
Valuation at 30 September 2016 (audited) £ |
Additional investments in the period £ |
Valuation at 31 March 2017 (unaudited) £ |
|
|---|---|---|---|---|
| Tovey Management Limited (trading as Access IS) Provider of data capture and scanning hardware |
3,313,932 | 3,532,917 | - | 3,969,609 |
| Virgin Wines Holding Company Limited Online wine retailer |
2,745,503 | 3,706,526 | - | 3,766,225 |
| Entanet Holdings Limited Wholesale communications provider |
3,175,171 | 3,351,685 | - | 3,408,538 |
| Media Business Insight Holdings Limited A publishing and events business focused on the creative production industries |
3,666,556 | 2,980,641 | - | 3,349,588 |
| ASL Technology Holdings Limited Printer and photocopier services |
2,722,106 | 2,870,789 | - | 2,938,549 |
| I-Dox plc Developer and supplier of knowledge management products |
453,881 | 2,833,470 | - | 2,916,807 |
| Manufacturing Services Investment Limited Company seeking to carry on a business in the manufacturing sector |
2,708,100 | 2,708,100 | - | 2,708,100 |
| Gro-Group Holdings Limited Baby sleep products |
2,398,928 | 1,651,824 | - | 2,080,321 |
| Tharstern Group Limited Software based management Information systems for the printing industry |
1,454,278 | 1,777,923 | - | 1,734,745 |
| CGI Creative Graphics International Limited Vinyl graphics to global automotive, recreation vehicle and aerospace markets |
1,943,948 | 1,768,414 | - | 1,727,786 |
| EOTH Limited (trading as Equip Outdoor Technologies) Distributor of branded outdoor equipment and clothing including the Rab and Lowe Alpine brands |
1,383,313 | 1,495,307 | - | 1,695,321 |
| Veritek Global Holdings Limited Maintenance of imaging equipment |
2,289,859 | 2,297,607 | - | 1,693,780 |
| Vian Marketing Limited (trading as Tushingham Sails) Design, manufacture and sale of stand-up paddleboards and windsurfing sails |
1,207,437 | 1,593,103 | - | 1,663,277 |
| Fullfield Limited (trading as Motorclean) Vehicle cleaning and valet services |
1,517,734 | 2,020,433 | - | 1,559,379 |
| RDL Corporation Limited Recruitment consultants within the pharmaceutical, business intelligence and IT sectors |
1,441,667 | 1,409,809 | - | 1,486,503 |
| Redline Worldwide Limited Provider of security services to the aviation industry |
1,129,121 | 1,129,121 | - | 1,385,757 |
| Turner Topco Limited (trading as ATG Media) Publisher and online auction platform operator |
1,529,075 | 1,114,321 | - | 1,332,895 |
| Bourn Bioscience Limited Management of In-vitro fertilisation clinics |
1,610,379 | 1,206,547 | - | 1,073,275 |
| Master Removers Group Limited (formerly Leap New Co Limited (trading as Anthony Ward Thomas, Bishopsgate and Aussie Man & Van)) A specialist logistics, storage and removals business |
682,183 | 878,989 | - | 971,039 |
| Preservica Limited1 Seller of proprietary digital archiving software |
935,000 | - | 935,000 | 935,000 |
| TPSFF Holdings Limited (formerly The Plastic Surgeon Holdings) Supplier of snagging and finishing services to the property sector |
406,169 | 836,215 | - | 912,459 |
| Pattern Analytics Limited (trading as Biosite) Workforce management and security services for the construction industry |
857,014 | - | 857,014 | 857,014 |
| BookingTek Limited Direct booking software for hotels |
779,095 | - | 779,095 | 779,095 |
1 - A further £935,000 was invested into Preservica Limited, adding to the Company's existing shareholding that was received as part of the disposal of Tessella Holdings Limited in December 2015.
| Total cost at 31 March 2017 (unaudited) £ |
Valuation at 30 September 2016 (audited) £ |
Additional investments in the period £ |
Valuation at 31 March 2017 (unaudited) £ |
|
|---|---|---|---|---|
| Ibericos Etc. Limited (trading as Tapas Revolution) Spanish restaurant chain |
776,386 | - | 776,386 | 776,386 |
| Chatfield Services Limited (trading as Buster and Punch)2 Industrial inspired lighting and interiors retailer |
725,226 | 1,504,000 | - | 725,226 |
| Jablite Holdings Limited Manufacturer of expanded polystyrene products |
498,790 | 1,271,052 | - | 712,321 |
| Aquasium Technology Limited Manufacturing and marketing of bespoke electron beam welding and vacuum furnace equipment |
250,000 | 681,377 | - | 693,301 |
| MPB Group Limited Online marketplace for used photographic and video equipment |
650,075 | 650,075 | 650,075 | |
| Hollydale Management Limited Company seeking to carry on a business in the food sector |
994,560 | 1,554,000 | - | 621,600 |
| Omega Diagnostics Group plc In-vitro diagnostics for food intolerance, autoimmune diseases and infectious diseases |
280,026 | 367,511 | - | 536,682 |
| Blaze Signs Holdings Limited Manufacturer and installer of signs |
418,281 | 608,241 | - | 491,102 |
| Vectair Holdings Limited Designer and distributor of washroom products |
53,400 | 302,340 | - | 357,543 |
| Backhouse Management Limited Company seeking to carry on a business in the motor sector |
782,080 | 1,504,000 | - | 300,800 |
| Barham Consulting Limited Company seeking to carry on a business in the catering sector |
782,080 | 1,504,000 | - | 300,800 |
| Creasy Marketing Services Limited Company seeking to carry on a business in the textile sector |
782,080 | 1,504,000 | - | 300,800 |
| McGrigor Management Limited Company seeking to carry on a business in the pharmaceutical sector |
782,080 | 1,504,000 | - | 300,800 |
| LightWorks Software Limited Provider of software for CAD and CAM vendors |
20,471 | 61,212 | - | 73,793 |
| BG Training Limited Technical training business |
53,125 | 70,833 | - | 53,125 |
| Racoon International Holdings Limited Supplier of hair extensions, hair care products and training |
655,851 | 104,999 | - | 52,500 |
| Corero Network Security plc Provider of e-business technologies |
600,000 | 9,577 | - | 4,670 |
| Oxonica Limited International nanomaterials group |
2,524,527 | - | - | - |
| NexxtDrive Limited Developer and exploiter of mechanical transmission technologies |
487,014 | - | - | - |
| CB Imports Group Limited (trading as Country Baskets) Importer and distributor of artificial flowers, floral sundries and home décor products |
175,000 | - | - | - |
| Biomer Technology Limited Developer of biomaterials for medical devices |
137,170 | - | - | - |
| Newquay Helicopters (2013) Limited (in creditors' voluntary liquidation) Helicopter service operator |
15,234 | - | - | |
| Watchgate Limited Holding company |
1,000 | - | - | - |
| Total | 52,794,905 | 54,364,958 | 3,347,495 | 51,896,586 |
2 - £1,504,000 invested in Chatfield Services Limited, a company preparing to trade, was used for the investment into Buster & Punch. This resulted in a net repayment to the Company of £778,774.
In accordance with Disclosure and Transparency Rule (DTR) 4.2.10, Colin Hook (Chairman), Jonathan Cartwright (Chairman of the Audit and Nomination & Remuneration Committees) and Helen Sinclair (Chairman of the Investment Committee), being the Directors of the Company, confirm that to the best of their knowledge:
In accordance with DTR 4.2.7, the Board confirms that the principal risks and uncertainties facing the Company have not materially changed from those identified in the Annual Report and Accounts for the year ended 30 September 2016 ("the Annual Report").
The principal risks faced by the Company are:
A detailed explanation of the principal risks facing the Company can be found in the Annual Report on page 25 and in Note 16 on Financial Instruments on pages 59 - 66. Copies can be viewed or downloaded from the Company's website: www.incomeandgrowthvct .co.uk
The Board has assessed the Company's operation as a going concern. The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Half-Year Management Report. The Directors have satisfied themselves that the Company continues
to maintain a significant cash position. The majority of companies in the portfolio continue to trade profitably and the portfolio taken as a whole remains resilient and well-diversified. The major cash outflows of the Company (namely investments, share buybacks and dividends) are within the Company's control.
The Board's assessment of liquidity risk and details of the Company's policies for managing its capital and financial risks are shown in Notes 16 and 17 on page 59 to 66 of the Annual Report. Accordingly, the Directors continue to adopt the going concern basis of accounting in preparing the half-year report and financial statements.
This report may contain forward looking statements with regards to the financial condition and results of the Company, which are made in the light of current economic and business circumstances. Nothing in this report should be construed as a profit forecast.
For and on behalf of the Board:
Colin Hook Chairman
16 May 2017
| Six months ended 31 March 2017 | ||||
|---|---|---|---|---|
| Notes | Revenue £ |
Capital £ |
(unaudited) Total £ |
|
| Unrealised gains on investments | 9 | - | 725,815 | 725,815 |
| Realised gains on investments | 9 | - | 69,100 | 69,100 |
| Income | 4 | 1,640,297 | - | 1,640,297 |
| Investment Adviser's fees | 5 | (197,406) | (592,219) | (789,625) |
| Investment Advisers' performance fees | 5 | - | - | - |
| Other expenses | (206,829) | - | (206,829) | |
| Profit on ordinary activities before taxation | 1,236,062 | 202,696 | 1,438,758 | |
| Taxation on profit on ordinary activities | 6 | (211,109) | 211,109 | - |
| Profit for the period and total comprehensive income | 1,024,953 | 413,805 | 1,438,758 | |
| Basic and diluted earnings per share | 7 | 1.42p | 0.57p | 1.99p |
The revenue column of the Income Statement includes all income and expenses. The capital column accounts for the unrealised gains and realised gains on investments and the proportion of the Investment Adviser's fee and performance fee charged to capital.
The total column is the Statement of Total Comprehensive Income of the Company prepared in accordance with UK GAAP, including Financial Reporting Standard 102. In order to better reflect the activities of a VCT and in accordance with the 2014 Statement of Recommended Practice ("SORP") updated in January 2017 by the Association of Investment Companies ("AIC"), supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement. The revenue column of profit attributable to equity shareholders is the measure the Directors believe appropriate in assessing the Company's compliance with certain requirements set out in Section 274 Income Tax Act 2007.
All the items in the above statement derive from continuing operations of the Company. No operations were acquired or discontinued in the period.
| (audited) | Year ended 30 September 2016 | (unaudited) | Six months ended 31 March 2016 | ||||
|---|---|---|---|---|---|---|---|
| Total £ |
Capital £ |
Revenue £ |
Total £ |
Capital £ |
Revenue £ |
||
| 549,889 | 549,889 | - | 726,630 | 726,630 | - | ||
| 2,506,146 | 2,506,146 | - | 2,471,203 | 2,471,203 | - | ||
| 3,201,629 | - | 3,201,629 | 1,894,754 | - | 1,894,754 | ||
| (1,677,041) | (1,257,781) | (419,260) | (854,256) | (640,692) | (213,564) | ||
| (1,140,221) | (1,140,221) | - | (1,134,982) | (1,134,982) | - | ||
| (392,228) | - | (392,228) | (197,949) | - | (197,949) | ||
| 3,048,174 | 658,033 | 2,390,141 | 2,905,400 | 1,422,159 | 1,483,241 | ||
| - | 479,600 | (479,600) | - | 288,818 | (288,818) | ||
| 3,048,174 | 1,137,633 | 1,910,541 | 2,905,400 | 1,710,977 | 1,194,423 | ||
| 4.28p | 1.60p | 2.68p | 4.10p | 2.41p | 1.69p |
| Notes | 31 March 2017 (unaudited) £ |
31 March 2016 (unaudited) £ |
30 September 2016 (audited) £ |
|
|---|---|---|---|---|
| Fixed assets | ||||
| Investments at fair value | 9 | 51,896,586 | 53,954,429 | 54,364,958 |
| Current assets | ||||
| Debtors and prepayments | 455,875 | 532,667 | 304,935 | |
| Current asset investments | 10 | 9,891,458 | 18,395,656 | 15,338,067 |
| Cash at bank | 10 | 7,805,131 | 2,805,684 | 2,189,856 |
| 18,152,464 | 21,734,007 | 17,832,858 | ||
| Creditors: amounts falling due within one year | (167,622) | (1,377,009) | (1,357,178) | |
| Net current assets | 17,984,842 | 20,356,998 | 16,475,680 | |
| Net assets | 69,881,428 | 74,311,427 | 70,840,638 | |
| Capital and reserves | ||||
| Called up share capital | 724,688 | 711,648 | 719,140 | |
| Capital redemption reserve | 12,313 | 11,564 | 11,985 | |
| Share premium reserve | 18,809,469 | 17,628,344 | 18,308,887 | |
| Revaluation reserve | 5,645,322 | 4,921,137 | 4,744,396 | |
| Special distributable reserve | 24,404,104 | 25,448,930 | 24,980,045 | |
| Realised capital reserve | 18,129,188 | 23,393,471 | 20,225,980 | |
| Revenue reserve | 2,156,344 | 2,196,333 | 1,850,205 | |
| Equity shareholders' funds | 69,881,428 | 74,311,427 | 70,840,638 | |
| Basic and diluted net asset value: Basic and diluted net asset value per share |
11 | 96.43p | 104.42p | 98.51p |
The financial information for the six months ended 31 March 2017 and the six months ended 31 March 2016 has not been audited.
| Non-distributable reserves | Distributable reserves | |||||||
|---|---|---|---|---|---|---|---|---|
| Called up capital |
Capital share redemption reserve |
premium reserve |
Share Revaluation reserve |
Special distributable reserve |
Realised capital reserve |
Revenue reserve |
Total | |
| £ | £ | £ | £ | (Note a) £ |
£ | £ | £ | |
| At 1 October 2016 | 719,140 | 11,985 | 18,308,887 | 4,744,396 | 24,980,045 | 20,225,980 | 1,850,205 | 70,840,638 |
| Comprehensive income for the period |
||||||||
| Profit/(loss) for the period | - | - | - | 725,815 | - | (312,010) | 1,024,953 | 1,438,758 |
| Total comprehensive income for the period |
- | - | - | 725,815 | - | (312,010) 1,024,953 | 1,438,758 | |
| Contributions by and distributions to owners Dividends re-invested |
||||||||
| into new shares | 5,876 | - | 500,582 | - | - | - | - | 506,458 |
| Shares bought back | (328) | 328 | - | - | (29,170) | - | - | (29,170) |
| Dividends paid | - | - | - | - | - | (2,156,442) | (718,814) | (2,875,256) |
| Total contributions by and distributions to owners |
5,548 | 328 | 500,582 | - | (29,170) (2,156,442) | (718,814) (2,397,968) | ||
| Other movements Realised losses transferred |
||||||||
| to special reserve (note a) | - | - | - | - | (546,771) | 546,771 | - | - |
| Realisation of previously | ||||||||
| unrealised depreciation | - | - | - | 175,111 | - | (175,111) | - | - |
| Total other movements | - | - | - | 175,111 | (546,771) | 371,660 | - | - |
| At 31 March 2017 | 724,688 | 12,313 18,809,469 | 5,645,322 | 24,404,104 18,129,188 2,156,344 69,881,428 |
a) The Special distributable reserve provides the Company with a reserve to fund market purchases of the Company's own shares, to absorb any existing and future losses and for any other corporate purpose.
| Non-distributable reserves | Distributable reserves | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Called up capital £ |
Capital share redemption reserve £ |
premium reserve £ |
Share Revaluation reserve £ |
Special distributable reserve £ |
Realised capital reserve £ |
Revenue reserve £ |
Total £ |
||
| At 1 October 2015 Comprehensive income for the period |
706,930 | 9,288 | 16,977,902 | 8,997,633 | 27,147,965 | 19,653,747 | 1,708,831 | 75,202,296 | |
| Profit for the period | - | - | - | 726,630 | - | 984,347 | 1,194,423 | 2,905,400 | |
| Total comprehensive income for the period |
- | - | - | 726,630 | - | 984,347 | 1,194,423 | 2,905,400 | |
| Contributions by and distributions to owners Dividends re-invested into new shares Shares bought back Dividends paid |
6,994 (2,276) - |
- 2,276 - |
650,442 - - |
- - - |
- (212,179) - |
- - (3,534,605) |
- - (706,921) |
657,436 (212,179) (4,241,526) |
|
| Total contributions by and distributions to owners |
4,718 | 2,276 | 650,442 | - | (212,179) (3,534,605) | (706,921) (3,796,269) | |||
| Other movements Realised losses transferred to special reserve Realisation of previously unrealised appreciation |
- - |
- - |
- - |
- (4,803,126) |
(1,486,856) - |
1,486,856 4,803,126 |
- - |
- - |
|
| Total other movements | - | - | - (4,803,126) | (1,486,856) | 6,289,982 | - | - | ||
| At 31 March 2016 | 711,648 | 11,564 17,628,344 | 4,921,137 | 25,448,930 23,393,471 | 2,196,333 74,311,427 |
| Six months ended 31 March 2017 (unaudited) |
Six months ended 31 March 2016 (unaudited) |
Year ended 30 September 2016 (audited) |
||
|---|---|---|---|---|
| Notes | £ | £ | £ | |
| Cash flows from operating activities | ||||
| Profit for the financial period | 1,438,758 | 2,905,400 | 3,048,174 | |
| Adjustments for: | ||||
| Unrealised gains on investments | (725,815) | (726,630) | (549,889) | |
| Realised gains on investments | (69,100) | (2,471,203) | (2,506,146) | |
| (Increase)/decrease in debtors | (150,940) | (150,101) | 77,630 | |
| (Decrease)/increase in creditors | (1,152,217) | 220,474 | 190,471 | |
| Net cash (outflow)/inflow from operating activities | (659,314) | (222,060) | 260,240 | |
| Cash flows from investing activities | ||||
| Purchase of investments | 9 | (3,347,495) | (285,932) | (936,007) |
| Disposal of investments | 9 | 6,610,782 | 10,645,086 | 10,742,834 |
| Decrease in bank deposits with a | ||||
| maturity over three months | 2,028,243 | 1,960,755 | 1,960,755 | |
| Net cash inflow from investing activities | 5,291,530 | 12,319,909 | 11,767,582 | |
| Cash flows from financing activities | ||||
| Equity dividends paid | 8 | (2,368,798) | (3,584,090) | (7,160,312) |
| Purchase of own shares | (66,509) | (185,476) | (212,644) | |
| Net cash outflow from financing activities | (2,435,307) | (3,769,566) | (7,372,956) | |
| Net increase in cash and cash equivalents | 2,196,909 | 8,328,283 | 4,654,866 | |
| Cash and cash equivalents at start of period | 12,347,911 | 7,693,045 | 7,693,045 | |
| Cash and cash equivalents at end of period | 14,544,820 | 16,021,328 | 12,347,911 | |
| Cash and cash equivalents comprise: | ||||
| Cash at bank and in hand | 7,805,131 | 2,805,684 | 2,189,856 | |
| Cash equivalents | 6,739,689 | 13,215,644 | 10,158,055 |
The Income and Growth VCT plc is a public limited company incorporated in England, registration number 4069483. The registered office is 30 Haymarket, London, SW1Y 4EX.
These Financial Statements prepared in accordance with accounting policies consistent with Financial Reporting Standard 102 ("FRS102"), Financial Reporting Standard 104 ("FRS104") - Interim Financial Reporting, with the Companies Act 2006 and the 2014 Statement of Recommended practice, 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' ('the SORP') (updated in January 2017) issued by the Association of Investment Companies. The Financial Statements have been prepared on the historical cost basis except for the modification to a fair value basis for certain financial instruments as specified in note 9.
The Half-Year Report has not been audited, nor has it been reviewed by the auditor pursuant to the Financial Reporting Council's (FRC) guidance on Review of Interim Financial Information.
The Company has elected to apply early the revised disclosure requirements as set out in Amendments to FRS 102 - Fair value hierarchy disclosures, issued in March 2016.
The accounting policies have been applied consistently throughout the period. Full details of principal accounting policies will be disclosed in the Annual Report, while the policy in respect of investments is included within an outlined box at the top of note 9 on investments.
| Six months ended 31 March 2017 (unaudited) £ |
Six months ended 31 March 2016 (unaudited) £ |
Year ended 30 September 2016 (audited) £ |
|
|---|---|---|---|
| Dividends | 180,519 | 39,150 | 114,915 |
| Money market funds | 10,951 | 17,595 | 38,412 |
| Loan stock interest | 1,412,723 | 1,779,137 | 2,946,909 |
| Bank deposit interest | 36,036 | 58,872 | 101,393 |
| Other income | 68 | - | - |
| Total Income | 1,640,297 | 1,894,754 | 3,201,629 |
| Six months ended 31 March 2017 (unaudited) £ |
Six months ended 31 March 2016 (unaudited) £ |
Year ended 30 September 2016 (audited) £ |
|
|---|---|---|---|
| Allocated to revenue return: Investment Adviser's fees | 197,406 | 213,564 | 419,260 |
| Allocated to capital return: Investment Adviser's fees | 592,219 | 640,692 | 1,257,781 |
| Investment Advisers' performance fees | - | 1,134,982 | 1,140,221 |
| Total | 789,625 | 1,989,238 | 2,817,262 |
| Investment Adviser's fees | 789,625 | 854,256 | 1,677,041 |
| Investment Advisers' performance fees | - | 1,134,982 | 1,140,221 |
| Total | 789,625 | 1,989,238 | 2,817,262 |
The Directors have charged 75% of the fees payable under the Investment Adviser's agreement, and 100% of the amounts payable under the Incentive Agreements, to the capital reserve. The Directors believe it is appropriate to charge the incentive fees wholly against the capital return, as any fees payable depend on capital performance, as explained below.
On 30 September 2014, a new incentive fee agreement was signed between the Board and Mobeus, with effect from 1 October 2013, to amend and replace the previous agreement. The previous agreement remains in force, but only with the former adviser, Foresight. For the period ended 31 March 2017, no amount has been accrued under the previous agreement. Mobeus waived their right to their portion of the fee under the previous agreement. This agreement is due to expire on 10 March 2019.
Any payment under the new incentive agreement is now 15% of net realised gains for each year, payable in cash. It is payable only if Cumulative Net Asset Value (NAV) total return per share (being the closing NAV at a year-end plus cumulative dividends paid to that year-end, since 1 October 2013) equals or exceeds a "Target Return". The Target Return is the greater of two targets, being either:
Both measures of Target Return are applied to the same opening base, being NAV per share as at 30 September 2013 of 113.90 pence. The objective of this Target Return is to enable shareholders to benefit from a cumulative NAV return of at least 6% per annum (5% in the financial year ended 30 September 2014), before any incentive fee is payable. Once a payment has been made, cumulative NAV total return is calculated after deducting past years' incentive fees paid and payable.
Under this new incentive agreement, any fee payments to Mobeus are subject to an annual cap of an amount equal to 2% of the net assets of I&G VCT as at the immediately preceding year-end. This cap will include any fee payable to Foresight under the old agreement, although any such payment to Foresight is not capped. Any excess over the 2% remains payable to Mobeus in the following year(s), subject to the 2% annual cap in such subsequent year(s) and after any payment in respect of such subsequent year(s).
For the year ending 30 September 2017, the Target Return will be 142.44p per share (being a 6% uplift on the Target Return at the previous year end of 134.38 pence per share). As at 31 March 2017, the Cumulative Total NAV return is 140.43p per share, so the Target Return for the 2017 financial year has currently not been met and so no fee has been accrued.
There is no tax charge for the period as the Company has tax losses brought forward from previous periods, which can be offset against taxable income.
| Six months ended 31 March 2017 (unaudited) Total £ |
Six months ended 31 March 2016 (unaudited) Total £ |
Year ended 30 September 2016 (audited) Total £ |
|
|---|---|---|---|
| i) Total earnings after taxation: Basic earnings per share |
1,438,758 1.99p |
2,905,400 4.10p |
3,048,174 4.28p |
| ii) Net revenue from ordinary activities after taxation Basic revenue return per share |
1,024,953 1.42p |
1,194,423 1.69p |
1,910,541 2.68p |
| Net unrealised capital gains on investments Net realised capital gains on investments Capital Investment Adviser's fees less taxation Investment Advisers' performance fees |
725,815 69,100 (381,110) - |
726,630 2,471,203 (351,874) (1,134,982) |
549,889 2,506,146 (778,181) (1,140,221) |
| iii) Total capital return Basic capital return per share |
413,805 0.57p |
1,710,977 2.41p |
1,137,633 1.60p |
| iv) Weighted average number of shares in issue in the period | 72,037,688 | 70,863,747 | 71,198,046 |
| Dividend | Type | For the year ended 30 September |
Pence per share |
Date paid | Six months ended 31 March 2017 (unaudited) £ |
Six months ended 31 March 2016 (unaudited) £ |
Year ended 30 September 2016 (audited) £ |
|---|---|---|---|---|---|---|---|
| Final | Income | 2015 | 1.00p 15 February 2016 | - | 706,921 | 706,921 | |
| Final | Capital | 2015 | 5.00p 15 February 2016 | - | 3,534,605 | 3,534,606 | |
| Interim | Income | 2016 | 1.00p | 7 July 2016 | - | - | 1,067,478 |
| Interim | Capital | 2016 | 5.00p | 7 July 2016 | - | - | 3,202,433 |
| Final | Income | 2016 | 1.00p 15 February 2017 | 718,814 | - | - | |
| Final | Capital | 2016 | 3.00p 15 February 2017 | 2,156,442 | - | - | |
| Previous dividends not claimed within the statutory period | - | - | (5,232) | ||||
| 2,875,256 | 4,241,526 | 8,506,206 |
* - £2,875,256 (31 March 2016: £4,241,526; 30 September 2016: £8,506,206) disclosed above differs to that shown in the Statement of Cash Flows of £2,368,798 (31 March 2016: £3,584,090; 30 September 2016: £7,160,312) due to £506,458 (31 March 2016: £657,436; 30 September 2016: £1,345,894) of new shares issued as part of the Company's Dividend Investment Scheme.
The most critical estimates, assumptions and judgements relate to the determination of the carrying value of investments at 'fair value through profit and loss' ("FVTPL"). All investments held by the Company are classified as FVTPL, and measured in accordance with the International Private Equity and Venture Capital Valuation ("IPEV") guidelines, as updated in December 2015. This classification is followed as the Company's business is to invest in financial assets with a view to profiting from their total return in the form of capital growth and income.
For investments actively traded in organised financial markets, fair value is generally determined by reference to Stock Exchange market quoted bid prices at the close of business on the balance sheet date. Purchases and sales of quoted investments are recognised on the trade date where a contract of sale exists whose terms require delivery within a time frame determined by the relevant market. Purchases and sales of unlisted investments are recognised when the contract for acquisition or sale becomes unconditional.
Unquoted investments are stated at fair value by the Directors in accordance with the following rules, which are consistent with the IPEV guidelines:
All investments are held at the price of a recent investment for an appropriate period where there is considered to have been no change in fair value. Where such a basis is no longer considered appropriate, each investment is considered as a whole on a 'unit of account' basis alongside consideration of:
or:-
Capital gains and losses on investments, whether realised or unrealised, are dealt with in the profit and loss and revaluation reserves and movements in the period are shown in the Income Statement.
All investments are initially recognised and subsequently measured at fair value. Changes in fair value are recognised in the Income Statement.
A key judgement made in applying the above accounting policy relates to investments that are permanently impaired. Where the value of an investment has fallen permanently below cost, the loss is treated as a permanent impairment and as a realised loss, even though the investment is still held. The Board assesses the portfolio for such investments and, after agreement with the Investment Adviser, will agree the values that represent the extent to which an investment has become realised. This is based upon an assessment of objective evidence of that investment's future prospects, to determine whether there is potential for the investment to recover in value.
The methods of fair value measurement are classified in to hierarchy based on the reliability of the information used to determine the valuation.
| Traded on AIM |
Unquoted ordinary shares |
Unquoted Preference shares |
Unquoted Loan stock |
Total | |
|---|---|---|---|---|---|
| Level 1 £ |
Level 3 £ |
Level 3 £ |
Level 3 £ |
£ | |
| Valuation at 1 October 2016 | 3,210,558 | 12,137,532 | 22,646 | 38,994,222 | 54,364,958 |
| Purchases at cost Sales - proceeds - realised (losses)/gains Reclassification at valuation Unrealised gains/(losses) on |
- - - - |
2,943,504 (160,584) (2,228,980) (87) |
- - - 87 |
403,991 (6,450,198) 2,298,080 - |
3,347,495 (6,610,782) 69,100 - |
| investments in the period | 247,601 | (581,951) | 391,878 | 668,287 | 725,815 |
| Valuation at 31 March 2017 | 3,458,159 | 12,109,434 | 414,611 | 35,914,382 | 51,896,586 |
| Book cost at 31 March 2017 Unrealised gains/(losses) at 31 March 2017 Permanent impairment of valuation of investments |
1,333,907 2,124,252 - |
20,789,093 (2,186,018) (6,493,641) |
27,428 387,183 - |
30,644,477 5,269,905 - |
52,794,905 5,595,322 (6,493,641) |
| Valuation at 31 March 2017 | 3,458,159 | 12,109,434 | 414,611 | 35,914,382 | 51,896,586 |
| Gains/(losses) on investments Realised (losses)/gains based on historical cost Less amounts recognised as unrealised losses in previous years |
- - |
(2,404,091) 175,111 |
- - |
2,298,080 - |
(106,011) 175,111 |
| Realised (losses)/gains based on carrying value at 30 September 2016 Net movement in unrealised gains/ (losses) in the period |
- 247,601 |
(2,228,980) (581,951) |
- 391,878 |
2,298,080 668,287 |
69,100 725,815 |
| Gains/(losses) on investments for the period ended 31 March 2017 |
247,601 | (2,810,931) | 391,878 | 2,966,367 | 794,915 |
Unrealised gains/(losses) at 31 March 2017 above of £5,595,322 differ to that shown in the Revaluation reserve on the Statement of Changes in Equity of £5,645,322. The difference of £50,000 is the estimated fair value of contingent consideration held at the Balance Sheet date, and is included within Debtors.
There has been no significant change in the risk analysis as disclosed in Note 16 of the Financial Statements in the Company's Annual Report. The increase in unrealised valuations of the loan stock investments above reflect the changes in the entitlement to loan premiums, and/or in the underlying enterprise value of the investee company. The increase does not arise from assessments of credit or market risk upon these instruments.
Level 3 unquoted equity and loan investments are valued in accordance with IPEV guidelines as follows:
| as at 31 March 2017 (unaudited) £ |
as at 31 March 2016 (unaudited) £ |
as at 30 September 2016 (audited) £ |
|
|---|---|---|---|
| Valuation methodology | |||
| Estimated realisation proceeds | 53,125 | 103,917 | 70,833 |
| Recent investment price | 9,308,196 | 17,537,589 | 13,666,295 |
| Earnings multiple | 39,077,106 | 33,873,159 | 37,417,272 |
| Total | 48,438,427 | 51,514,665 | 51,154,400 |
| as at 31 March 2017 (unaudited) £ |
as at 31 March 2016 (unaudited) £ |
as at 30 September 2016 (audited) £ |
|
|---|---|---|---|
| OEIC Money market funds Bank deposits that mature within three months |
6,739,689 | 10,704,092 | 10,158,055 |
| but are not immediately repayable | - | 2,511,552 | - |
| Cash equivalents per Statement of Cash Flows | 6,739,689 | 13,215,644 | 10,158,055 |
| Bank deposits that mature after three months | 3,151,769 | 5,180,012 | 5,180,012 |
| Current asset investments | 9,891,458 | 18,395,656 | 15,338,067 |
| Cash at bank | 7,805,131 | 2,805,684 | 2,189,856 |
| as at 31 March 2017 (unaudited) |
as at 31 March 2016 (unaudited) |
as at 30 September 2016 (audited) |
|
|---|---|---|---|
| Net assets | £69,881,428 | £74,311,427 | £70,840,638 |
| Number of shares in issue | 72,468,771 | 71,164,788 | 71,914,023 |
| Net asset value per share - basic and diluted | 96.43p | 104.42p | 98.51p |
On 3 May 2017, TPSFF Holdings Limited (formerly The Plastic Surgeon Holdings Limited) repaid loan stock of £36,852.
The financial information for the six months ended 31 March 2017 and the six months ended 31 March 2016 has not been audited.
The financial information contained in this Half-Year report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The Financial Statements for the year ended 30 September 2016 have been filed with the Registrar of Companies. The auditor has reported on these Financial Statements and that report was unqualified and did not contain a statement under either section 498(2) or 498(3) of the Companies Act 2006.
Copies of this statement are being sent to all shareholders. Further copies are available free of charge from the Company's registered office, 30 Haymarket, London, SW1Y 4EX, or can be downloaded via the Company's website at
We aim to communicate regularly with our shareholders. In addition to the Half-Year and Annual Reports, shareholders receive a twice-yearly VCT newsletter from the Investment Adviser, approved by the Board. The February annual general meetings provide a useful platform for the Board to meet shareholders and exchange views. Your Board welcomes your attendance at general meetings to give you the opportunity to meet your Directors and representatives of the Investment Adviser. The Company releases Interim Management Statements, in respect of those quarters when it does not publish full or half-year accounts. The Investment Adviser holds an annual shareholder event. This year's event, held on 24 January 2017, is discussed in the Chairman's Statement on page 3. The next Shareholder Event will take place in January 2018 and shareholders will be sent further details and an invitation nearer to the date.
Shareholders wishing to follow the Company's progress can visit its website at www.incomeandgrowthvct.co.uk. The website includes up-to-date information on fund performance, including the most recent NAV, and dividends paid as well as publicly available information on the Company's portfolio of investments and copies of company reports. There is also a link to the London Stock Exchange's website at www.londonstockexchange.com where shareholders can obtain details of the share price and latest NAV announcements etc.
| Late May 2017 | Announcement of the Half-Year results and circulation of the Half-Year Report for the six months ended 31 March 2017. |
|---|---|
| 20 June 2017 | Payment of the interim dividend of 3.00 pence per share to shareholders on the Register on 26 May 2017. |
| 30 September 2017 | Year-end. |
| Late December 2017 | Annual Report for the year ended 30 September 2017 to be circulated to shareholders. |
| January 2018 | Shareholder Event. |
| February 2018 | Annual General Meeting. |
Shareholders who wish to have their dividends paid directly into their bank account, rather than having them sent by cheque to their registered address, can complete a mandate for this purpose. Mandates can be obtained by contacting the Company's Registrars, Capita Asset Services ("Capita") at the address given on page 27.
Shareholders are encouraged to ensure that the Registrars have up-to-date details for yourselves and to check whether you have received all dividends payable to you. This is particularly important if you have recently moved house or changed your bank. We are aware that a number of dividends remain unclaimed by shareholders and whilst we will endeavour to contact you if this is the case we cannot guarantee that we will be able to do so if the Registrars do not have an up-to-date postal or email address for you.
The Scheme is a convenient, easy and cost effective way to build up your shareholding in the Company. Instead of receiving cash dividends, you can elect to receive new shares in the Company. By opting to receive your dividend in this manner, there are three benefits to shareholders:
Should you wish to join the Scheme, please contact the Scheme Administrator, Capita Asset Services at the address given on page 27 or download an application form from the Dividends page on the Company's website.
The Company's shares are listed on the London Stock Exchange and as such they can be sold in the same way as any other quoted company through a stockbroker. If you wish to sell your shares, to ensure that you obtain the best price, you are strongly advised to contact the Company's stockbroker, Panmure Gordon, by telephoning 020 7886 2717 before agreeing a price with your stockbroker. Shareholders are also advised to discuss their individual tax position with their financial adviser before deciding to sell their shares.
Tax legislation was introduced with effect from 1 January 2016 under the Organisation for Economic Co-operation and Development Common Reporting Standard for Automatic Exchange of Financial Account Information. The legislation requires investment trust companies to provide personal information to HMRC on certain investors who purchase their shares. As an affected entity, the Company has to provide information annually to HMRC relating to a number of non-UK based certificated shareholders who are deemed to be resident for tax purposes in any of the 90 plus countries who have joined CRS. All new shareholders, excluding those whose shares are held in CREST, entered onto the share register after 1 January 2016 will be asked to provide the relevant information. Additionally, HMRC's policy position on FATCA now means that, as a result of the restricted secondary market in VCT shares, the Company's shares are not considered to be "regularly traded". The Company is therefore also an affected entity for the purposes of this legislation and as such has to provide information annually to HMRC relating to shareholders who are resident for tax purposes in the United States.
For further information, please see HMRC's Quick Guide:
Automatic Exchange of Information – information for account holders: https://www.gov.uk/government/publications/ exchange-of-information-account-holders.
For details on your individual shareholding and to manage your account online, shareholders may log into or register with the Capita Shareholder Portal: www.capitashareportal.com. You can use the Portal to update your preferences including changing your address details, checking your holding balance and transactions, viewing the dividends you have received, adding and amending your bank details and managing how you receive your dividends and communications from the Company.
For enquiries concerning the investment portfolio of the Company in general, please contact the Investment Adviser, Mobeus Equity Partners. To contact the Chairman or any member of the Board, please contact the Company Secretary, also Mobeus Equity Partners, in the first instance.
The Registrars, Capita Asset Services, may be contacted via their Shareholder Portal, post or telephone for queries relating to your shareholding including dividend payments, dividend mandate forms, change of address, etc.
Full contact details for each of Mobeus and Capita are included under Corporate Information on page 27.
| Share price at 31 March 2017 | 86.50p1 |
|---|---|
| NAV per share as at 31 March 2017 | 96.43p |
The following table shows, for all investors in The Income & Growth VCT plc, how their investments have performed since they were originally allotted shares in each fundraising.
Shareholders from the original fundraising in 2000/01 should note that the funds were managed by three Investment Advisers, up until 10 March 2009. At that date, Mobeus became the sole Investment Adviser, to this and all subsequent fundraisings.
Total return data, which includes cumulative dividends paid to date, is shown on both a share price and a NAV basis as at 31 March 2017. The NAV basis enables shareholders to evaluate more clearly the performance of the Fund, as it reflects the underlying value of the portfolio at the reporting date. This is the most widely used measure of performance in the VCT sector.
| Allotment date(s) | Allotment Net Cumulative price allotment dividends |
Total return per share to shareholders since allotment |
||||
|---|---|---|---|---|---|---|
| price2 | paid per share |
(Share price basis) |
(NAV basis) |
% increase since 30 September 2016 |
||
| (p) | (p) | (p) | (p) | (p) | (NAV basis) | |
| Funds raised - O Fund3 (launched 18 October 2000) |
||||||
| Between 3 November 2000 and 11 May 2001 | 100.00 | 60.62 | 86.12 | 151.67 | 159.19 | 0.9% |
| Funds raised 2007/8 - S Share fund (launched 14 December 2007) | ||||||
| Between 1 April 2008 and 6 June 2008 | 100.00 | 70.00 | 84.50 | 171.00 | 180.93 | 1.1% |
| Funds raised 2010/11 (launched 12 November 2010) | ||||||
| 21 January 2011 | 104.80 | 73.36 | 84.00 | 170.50 | 180.43 | 1.1% |
| 28 February 2011 | 107.90 | 75.53 | 82.00 | 168.50 | 178.43 | 1.1% |
| 22 March 2011 | 105.80 | 74.06 | 82.00 | 168.50 | 178.43 | 1.1% |
| 1 April 2011 | 105.80 | 74.06 | 80.00 | 166.50 | 176.43 | 1.1% |
| 5 April 2011 | 105.80 | 74.06 | 80.00 | 166.50 | 176.43 | 1.1% |
| 10 May 2011 | 105.80 | 74.06 | 80.00 | 166.50 | 176.43 | 1.1% |
| 6 July 2011 | 106.00 | 74.20 | 80.00 | 166.50 | 176.43 | 1.1% |
| Funds raised 2012 (launched 20 January 2012) | ||||||
| 8 March 2012 | 106.40 | 74.48 | 56.00 | 142.50 | 152.43 | 1.3% |
| 4 April 2012 | 106.40 | 74.48 | 56.00 | 142.50 | 152.43 | 1.3% |
| 5 April 2012 | 106.40 | 74.48 | 56.00 | 142.50 | 152.43 | 1.3% |
| 10 May 2012 | 106.40 | 74.48 | 56.00 | 142.50 | 152.43 | 1.3% |
| 10 July 2012 | 111.60 | 78.12 | 56.00 | 142.50 | 152.43 | 1.3% |
| Funds raised 2013 (launched 29 November 2012) | ||||||
| 14 January 2013 | 116.00 | 81.20 | 56.00 | 142.50 | 152.43 | 1.3% |
| 28 March 2013 | 112.60 | 78.82 | 50.00 | 136.50 | 146.43 | 1.3% |
| 4 April 2013 | 112.60 | 78.82 | 50.00 | 136.50 | 146.43 | 1.3% |
| 5 April 2013 | 112.60 | 78.82 | 50.00 | 136.50 | 146.43 | 1.3% |
| 10 April 2013 Pre RDR4 | 115.30 | 80.71 | 50.00 | 136.50 | 146.43 | 1.3% |
| 10 April 2013 Post RDR4 | 112.60 | 78.82 | 50.00 | 136.50 | 146.43 | 1.3% |
| 7 May 2013 | 112.60 | 78.82 | 50.00 | 136.50 | 146.43 | 1.3% |
Source: Panmure Gordon & Co (mid-price basis), when the latest announced NAV was 94.09p as at 31 December 2016, adjusted for the dividend of 4p per share paid on 15 February 2017.
Net allotment price is the allotment price less applicable income tax relief. Income tax relief was 20% up until 5 April 2004, 40% from 6 April 2004 to 5 April 2006 and 30% thereafter.
3 - Shareholders who invested in 2000/01 received 0.7578 shares in the current share class for each share previously held on 29 March 2010, when the Company's two share classes merged. The net allotment price, NAV, cumulative dividend, total return, share price and percentage return data per share have been adjusted to reflect this conversion ratio.
4 - RDR means the date of implementation of the Retail Distribution Review on 31 December 2012, which affected the level of charges in the allotment price for applications received before and after that date.
| Allotment date(s) | Allotment price |
Net allotment |
Cumulative dividends |
Total return per share to shareholders since allotment |
||
|---|---|---|---|---|---|---|
| price1 | paid per share |
(Share price basis) |
(NAV basis) |
% increase since 30 September 2016 |
||
| (p) | (p) | (p) | (p) | (p) | (NAV basis) | |
| Funds raised 2014 (launched 28 November 2013) | ||||||
| 9 January 2014 | 117.822 | 82.47 | 44.00 | 130.50 | 140.43 | 1.4% |
| 11 February 2014 | 119.022 | 83.31 | 44.00 | 130.50 | 140.43 | 1.4% |
| 31 March 2014 | 115.642 | 80.95 | 40.00 | 126.50 | 136.43 | 1.4% |
| 3 April 2014 | 116.172 | 81.32 | 40.00 | 126.50 | 136.43 | 1.4% |
| 4 April 2014 | 115.452 | 80.82 | 40.00 | 126.50 | 136.43 | 1.4% |
| 6 June 2014 | 121.552 | 85.09 | 40.00 | 126.50 | 136.43 | 1.4% |
| Funds raised 2015 (launched 10 December 2014) | ||||||
| 14 January 2015 | 108.332 | 75.83 | 26.00 | 112.50 | 122.43 | 1.6% |
| 17 February 2015 | 113.172 | 79.22 | 26.00 | 112.50 | 122.43 | 1.6% |
| 10 March 2015 | 109.882 | 76.92 | 22.00 | 108.50 | 118.43 | 1.6% |
1 - Net allotment price is the allotment price less applicable income tax relief. Income tax relief was 30%.
2 - Average effective offer price. Shares were allotted pursuant to the 2013/14 and 2014/15 offers at individual prices for each investor in accordance with its pricing formula set out in each offer's respective securities note.
| Funds raised 2000/01 'O' Share Fund |
Funds raised 2007/08 'S' Share Fund |
Funds raised 2010/11 |
Funds raised 2012 |
Funds raised 2013 |
Funds raised 2014 |
Funds raised 2015 |
|
|---|---|---|---|---|---|---|---|
| (p) | (p) | (p) | (p) | (p) | (p) | (p) | |
| 15 February 2017 | 3.031 | 4.00 | 4.00 | 4.00 | 4.00 | 4.00 | 4.00 |
| 07 July 2016 | 4.551 | 6.00 | 6.00 | 6.00 | 6.00 | 6.00 | 6.00 |
| 15 February 2016 | 4.551 | 6.00 | 6.00 | 6.00 | 6.00 | 6.00 | 6.00 |
| 30 June 2015 | 4.551 | 6.00 | 6.00 | 6.00 | 6.00 | 6.00 | 6.00 |
| 20 March 2015 | 3.031 | 4.00 | 4.00 | 4.00 | 4.00 | 4.00 | 4.00 |
| 30 October 2014 | 6.061 | 8.00 | 8.00 | 8.00 | 8.00 | 8.00 | |
| 03 July 2014 | 4.551 | 6.00 | 6.00 | 6.00 | 6.00 | 6.00 | |
| 12 March 2014 | 3.031 | 4.00 | 4.00 | 4.00 | 4.00 | 4.00 | |
| 27 June 2013 | 4.551 | 6.00 | 6.00 | 6.00 | 6.00 | ||
| 08 February 2013 | 4.551 | 6.00 | 6.00 | 6.00 | 6.00 | ||
| 15 February 2012 | 3.021 | 4.00 | 4.00 | ||||
| 27 January 2012 | 15.161 | 20.00 | 20.00 | ||||
| 28 March 2011 | 1.521 | 2.00 | 2.00 | ||||
| 22 February 2011 | 1.521 | 2.00 | 2.00 | ||||
| 29 March 2010 Merger of the 'O' and 'S' Share Funds | |||||||
| 17 March 2010 | 2.00 | 0.50 | |||||
| 16 February 2009 | 4.00 | ||||||
| 15 February 2008 | 2.00 | ||||||
| 24 October 2007 | 2.00 | ||||||
| 15 February 2007 | 3.75 | ||||||
| 14 February 2006 | 3.25 | ||||||
| 04 February 2005 | 1.25 | ||||||
| 11 February 2004 | 1.25 | ||||||
| 12 February 2003 | 1.75 | ||||||
| 18 February 2002 | 1.20 | ||||||
| Total dividends paid | 86.12 | 84.50 | 84.00 | 56.00 | 56.00 | 44.00 | 26.00 |
1 - The dividends paid after the merger, on the former 'O' Share Fund shareholdings have been restated to take account of the merger conversion ratio.
The above data relates to an investor in the first allotment of each fundraising. The precise amount of dividends paid to shareholders by date of allotment is shown in the tables above and opposite.
The Company is launched as TriVest VCT plc advised by three managers, Foresight Group, GLE Development Capital and LICA Development Capital.
The Company's first fundraising of its "O Share Fund" is completed.
The Company changes its name to The Income & Growth VCT plc.
The 'S' Share Fund is launched.
The Company becomes a VCT solely advised by Matrix Private Equity Partners. The Company changes its Investment Policy to focus on more mature businesses.
The 'O' Share Fund (launched in 2000) merges with the 'S' Share Fund (launched in 2007) to create the current class of shares.
The Company sells its stake in App-DNA for 32 times cost and pays a special interim capital dividend of 20p per share in the following January.
Matrix Private Equity Partners LLP becomes a fully independent firm owned by its partners and renames itself Mobeus Equity Partners LLP.
The Company participates in four linked fundraisings with other Mobeus advised VCTs.
The Company closes a successful fundraising with the other Mobeus advised VCTs in which £10 million was raised for the Company.
The Company changes its Investment Policy to focus on younger, smaller development capital transactions.
Colin Hook Jonathan Cartwright Helen Sinclair
30 Haymarket London SW1Y 4EX
4069483
Website
www.incomeandgrowthvct.co.uk
Mobeus Equity Partners LLP 30 Haymarket London SW1Y 4EX Tel: 020 7024 7600 [email protected] www.mobeusequity.co.uk
Capita Asset Services Limited The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
Tel: 0371 664 0324
Shareholder portal: www.capitashareportal.com
BDO LLP 55 Baker Street London W1U 7EU
Shakespeare Martineau LLP No 1 Colmore Square Birmingham B4 6AA
Panmure Gordon (UK) Limited 1 New Change London EC4M 9AF
Philip Hare & Associates LLP 4-6 Staple Inn High Holborn London WC1V 7QH
National Westminster Bank plc City of London Office PO Box 12258 1 Princes Street London EC2R 8PA
Mobeus Equity Partners LLP 30 Haymarket London SW1Y 4EX
020 7024 7600 www.incomeandgrowthvct.co.uk
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