Interim / Quarterly Report • Jun 30, 2017
Interim / Quarterly Report
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Half-yearly Financial Report (unaudited) for the six months to 30 June 2017
This half-yearly Financial Report has not been audited or reviewed by the Auditor.
| Company number | 03654040 |
|---|---|
| Directors | G O Vero FCA, Chairman B Larkin LLB P H Reeve MA ACA J G T Thornton MA MBA FCA |
| Country of incorporation | United Kingdom |
| Legal form | Public Limited Company |
| Manager, company secretary, AIFM and registered office |
Albion Capital Group 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 | Philip Hare & Associates LLP 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: 0370 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 Company and information for financial advisers please contact Albion |
Capital Group LLP: Tel: 020 7601 1850 (lines are open 9.00am – 5.30pm; Mon – Fri, calls may be recorded) Email: [email protected]
Website: www.albion.capital
Please note that these contacts are unable to provide financial or taxation advice.
Albion Development VCT PLC's (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. It is intended that this will be achieved as follows:
In this way, risk is spread by investing in a number of different businesses within venture capital trust qualifying industry sectors using a mixture of securities. The maximum amount which the Company will invest in a single company is 15% of the Company's assets at cost, thus ensuring a spread of investment risk. The value of an individual investment may increase over time as a result of trading progress and it is possible that it may grow in value to a point where it represents a significantly higher proportion of total assets prior to a realisation opportunity being available.
Under its Articles of Association, the Company's maximum exposure in relation to gearing is restricted to 10% of its adjusted share capital and reserves.
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. Accordingly, D shareholders received 1.4975 Ordinary shares for each D share they owned.
An additional £23.8 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.
Record date for second dividend for the year 8 September 2017 Payment date for second dividend for the year 29 September 2017 Financial year end 31 December
| Ordinary shares | Unaudited six months ended 30 June 2017 (pence per share) |
Unaudited six months ended 30 June 2016 (pence per share) |
Audited year ended 31 December 2016 (pence per share) |
||
|---|---|---|---|---|---|
| Dividends paid Total return |
2.0 2.7 |
2.5 0.7 |
5.0 4.7 |
||
| Net asset value | 71.3 | 69.3 | 70.7 | ||
| 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 2017 | |||||
| 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) 31 December 2004 |
4.5 4.0 |
0.7 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 | ||
| 31 December 2015 | 5.0 | 5.4 | 7.5 | ||
| 31 December 2016 30 June 2017 |
5.0 2.0 |
5.4 2.1 |
7.5 3.0 |
||
| –––––––– | –––––––– | –––––––– | |||
| Total dividends paid to 30 June 2017 Net asset value as at 30 June 2017 |
89.8 71.3 |
78.6 76.4 |
35.0 106.8 |
||
| Total shareholder return to 30 June 2017 | –––––––– 161.1 –––––––– |
–––––––– 155.0 –––––––– |
–––––––– 141.8 –––––––– |
The Directors have declared a second dividend of 2.0 pence per Ordinary share payable on 29 September 2017 to shareholders on the register on 8 September 2017.
Notes:
The results for Albion Development VCT PLC for the six months to 30 June 2017 showed a total return of 2.7 pence per share compared to a total return of 0.7 pence per share for the same period in the previous year. Net asset value at 30 June 2017 was 71.3 pence per share.
The results for the six months to 30 June 2017 were a sharp improvement on the interim period for 2016, mainly as a result of write-ups in Egress Software Technologies and Grapeshot. Both of these companies continue to show strong growth, with the latter now having moved into profitability.
£2.3 million was invested into new and existing portfolio companies, with new investments comprising £1 million into MPP Global Solutions (a cloud subscription platform), £315,000 into Quantexa (analytics for crime detection), £273,000 into G.Network Communications (fibre optic broadband services in central London), and £110,000 into Locum's Nest (digital access for NHS locum doctors). In addition, investment disposals included Masters Pharmaceuticals, AMS Sciences and Blackbay, while the business and assets of The Weybridge Club were also sold.
Comparatives for 31 December 2016 are shown in brackets Source: Albion Capital Group LLP
The withdrawal of the UK from the European Union is having an uncertain effect on consumer and business confidence, and it would be wise to prepare for a renewed economic slowdown in the UK. Meanwhile, global growth is muted and some countries are close to recession. Overall investment risk, however, is mitigated through a variety of processes, including our policies of ensuring that the Company has a first charge over portfolio companies' assets wherever possible and second of aiming to achieve balance in the portfolio through the inclusion of sectors that are less exposed to the business and consumer cycles.
Other principal risks and uncertainties remain unchanged and are as detailed on pages 12 and 13 of the Annual Report and Financial Statements for the year ended 31 December 2016.
It remains the Board's primary objective to maintain sufficient resources for investment in existing and new portfolio companies and for the continued payment of dividends to shareholders. Thereafter, it is still 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.
It is the Board's intention for such buy-backs to be in the region of a 5% discount to net asset value, so far as market conditions and liquidity permit.
The Company was pleased to announce on 30 January 2017 that it had reached its £4m limit under the Albion VCTs Prospectus Top Up Offers 2016/2017 which was fully subscribed and closed.
The proceeds of the Offer are being used to provide further resources to the Company at a time when a number of attractive new investment opportunities are being seen.
The Company announced on 14 June 2017 that, subject to regulatory approval, it intends to launch a prospectus top up offer of new ordinary shares for subscription. Full details of the Offer will be contained in a prospectus that is expected to be published in early September 2017 and will be available on the Albion Capital website (www.albion.capital).
Details of the transactions that took place with the Manager in the period can be found in note 5. Details of related party transactions can be found in note 11.
After 18 years on the Board, Jonathan Thornton will be retiring at the start of November. I would like to thank him hugely for his contribution and counsel over many years. The Board's policy on the recruitment of new Directors is to attract a range of backgrounds, skills and experience. We expect to announce his replacement shortly.
As at 30 June 2017, the net asset value per Ordinary share was 71.3 pence (30 June 2016: 69.3 pence; 31 December 2016: 70.7 pence). In line with the revised dividend policy set out in the 31 December 2016 Annual Report and Financial Statements, the annual dividend target is now 4.0 pence per share. A first dividend of 2.0 pence per share was paid on 31 May 2017. The Directors have declared a second dividend of 2.0 pence per share payable on 29 September 2017, to shareholders on the register on 8 September 2017.
The Board is encouraged by the new investments being made and by the prospects in a number of portfolio companies. We look forward to the full year results with confidence.
Geoffrey Vero Chairman 31 August 2017
The Directors, Geoffrey Vero, Ben Larkin, Jonathan Thornton and Patrick Reeve, are responsible for the preparation of the Half-yearly Financial Report. In preparing these condensed Financial Statements for the period to 30 June 2017 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 31 August 2017
The following is a summary of investments as at 30 June 2017:
| % voting | Cost | Cumulative movement in value |
Value | Change in value for the period* |
|
|---|---|---|---|---|---|
| Asset-based investments | rights | £'000 | £'000 | £'000 | £'000 |
| Radnor House School | |||||
| (Holdings) Limited | 8.8 | 2,772 | 2,576 | 5,348 | 43 |
| Chonais River Hydro Limited | 4.6 | 1,705 | 360 | 2,065 | 3 |
| The Street by Street Solar | |||||
| Programme Limited | 12.4 | 1,291 | 720 | 2,011 | 90 |
| Regenerco Renewable | |||||
| Energy Limited | 11.9 | 1,204 | 470 | 1,674 | 14 |
| Alto Prodotto Wind Limited | 9.4 | 831 | 457 | 1,288 | 12 |
| Earnside Energy Limited | 6.8 | 1,089 | 174 | 1,263 | (9) |
| Bravo Inns II Limited | 6.7 | 1,080 | 179 | 1,259 | 50 |
| Albion Investment | |||||
| Properties Limited | 68.2 | 929 | (75) | 854 | 16 |
| TWCL Limited (Previously The | |||||
| Weybridge Club Limited) | 9.4 | 518 | (18) | 500 | 25 |
| The Q Garden Company | |||||
| Limited | 16.6 | 466 | 2 | 468 | 2 |
| AVESI Limited | 10.5 | 340 | 115 | 455 | 3 |
| Dragon Hydro Limited | 5.5 | 233 | 114 | 347 | (5) |
| G.Network Communications | |||||
| Limited | 6.1 | 273 | – | 273 | – |
| MHS 1 Limited (Previously | |||||
| The Charnwood Pub | |||||
| Company Limited) | 3.3 | 231 | – | 231 | – |
| Greenenerco Limited | 4.0 | 138 | 70 | 208 | (8) |
| Bravo Inns Limited | 2.6 | 267 | (84) | 183 | (2) |
| Premier Leisure (Suffolk) | |||||
| Limited | 6.2 | 109 | 15 | 124 | (6) |
| Erin Solar Limited | 4.3 | 120 | (5) | 115 | (2) |
| Infinite Ventures (Goathill) | |||||
| Limited | 0.8 | 32 | 5 | 37 | 2 |
| Beddlestead Farm Limited | 10.0 | 10 | – | 10 | – |
| Total asset-based | |||||
| investments | 13,638 | 5,075 | 18,713 | 228 |
| Cumulative | Change in | ||||
|---|---|---|---|---|---|
| % voting | Cost | movement in value |
Value | value for the period* |
|
| Growth investments | rights | £'000 | £'000 | £'000 | £'000 |
| Egress Software Technologies | |||||
| Limited | 6.1 | 610 | 1,794 | 2,404 | 648 |
| Proveca Limited | 11.8 | 1,084 | 1,252 | 2,336 | 50 |
| Grapeshot Limited | 3.9 | 806 | 876 | 1,682 | 637 |
| Mirada Medical Limited | 7.8 | 659 | 645 | 1,304 | 146 |
| Hilson Moran Holdings Limited | 8.0 | 231 | 996 | 1,227 | 142 |
| MPP Global Solutions Limited | 3.4 | 1,000 | – | 1,000 | – |
| Relayware Limited | 2.8 | 895 | (10) | 885 | (7) |
| MyMeds&Me Limited | 4.5 | 546 | 277 | 823 | 17 |
| Aridhia Informatics Limited | 6.0 | 976 | (206) | 770 | 109 |
| Convertr Media Limited | 6.3 | 583 | – | 583 | – |
| OmPrompt Holdings Limited | 7.3 | 682 | (178) | 504 | (205) |
| DySIS Medical Limited | 4.2 | 950 | (502) | 448 | (62) |
| Process Systems Enterprise | |||||
| Limited | 1.4 | 131 | 301 | 432 | 18 |
| Black Swan Data Limited | 1.2 | 370 | – | 370 | – |
| Secured by Design Limited | 2.2 | 330 | – | 330 | (1) |
| Quantexa Limited | 2.8 | 315 | – | 315 | - |
| Panaseer Limited | 2.8 | 248 | 64 | 312 | 65 |
| Cisiv Limited | 7.3 | 566 | (275) | 291 | 1 |
| Abcodia Limited | 4.7 | 604 | (345) | 259 | – |
| Memsstar Limited | 2.8 | 122 | 106 | 228 | 120 |
| Oviva AG | 2.1 | 159 | – | 159 | (1) |
| Oxsensis Limited | 1.4 | 224 | (72) | 152 | 54 |
| Sandcroft Avenue Limited | 1.7 | 150 | (20) | 130 | – |
| Dickson Financial Services | |||||
| Limited | 8.4 | 84 | 41 | 125 | 10 |
| Locum's Nest Limited | 2.4 | 110 | – | 110 | – |
| InCrowd Sports Limited | 1.6 | 72 | – | 72 | – |
| CSS Group Limited | 2.7 | 34 | 12 | 46 | 15 |
| Elements Software Limited | 0.6 | 3 | (3) | – | – |
| Total growth investments | 12,544 | 4,753 | 17,297 | 1,756 | |
| Total unquoted fixed asset | |||||
| investments | 26,182 | 9,828 | 36,010 | 1,984 |
| 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 | (646) | 177 | (118) |
| ComOps Limited | 0.2 | 11 | (3) | 8 | (1) |
| Total quoted investments | 834 | (649) | 185 | (119) | |
| Total fixed asset investments | 27,016 | 9,179 | 36,195 | 1,865 |
|---|---|---|---|---|
*as adjusted for additions and disposals during the period; including realised gains/(losses).
| Total change in value of investments for the period Movement in loan stock accrued interest |
1,865 112 ––––– |
|---|---|
| Unrealised gains sub-total Realised gains in the current period |
1,977 124 |
| Total gains on investments as per Income statement | ––––– 2,101 |
| Realisations and loan stock repayments in the period to 30 June 2017 |
Cost £'000 |
Opening value £'000 |
Disposal proceeds £'000 |
Total realised gain/(loss) £'000 |
Gain/(loss) on opening value £'000 |
|---|---|---|---|---|---|
| Disposals: | |||||
| Blackbay Limited | 836 | 1,006 | 1,164 | 328 | 158 |
| Masters Pharmaceuticals | |||||
| Limited | 316 | 519 | 524 | 208 | 5 |
| AMS Sciences Limited | 222 | 158 | 152 | (70) | (6) |
| Loan stock repayments: Radnor House School |
|||||
| (Holdings) Limited | 88 | 88 | 88 | – | – |
| Memsstar Limited | 1 | 57 | 30 | 29 | (27) |
| Alto Prodotto Wind Limited | 9 | 14 | 14 | 5 | – |
| Greenenerco Limited Escrow adjustments and other: |
1 | 2 | 2 | 1 | – |
| Escrow adjustments | – | – | (6) | (6) | (6) |
| TWCL Limited | 183 | – | – | (183) | – |
| Total | 1,656 | 1,844 | 1,968 | 312 | 124 |
| Unaudited six months ended 30 June 2017 |
Unaudited six months ended 30 June 2016 |
Audited year ended 31 December 2016 |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Note | Revenue Capital £'000 |
£'000 | £'000 | Total Revenue £'000 |
Capital £'000 |
£'000 | Total Revenue £'000 |
Capital £'000 |
Total £'000 |
|
| Gains on investments | 3 | – | 2,101 | 2,101 | – | 324 | 324 | – | 2,911 | 2,911 |
| Investment income | 4 | 344 | – | 344 | 655 | – | 655 | 1,114 | – | 1,114 |
| Investment management fees |
5 | (130) | (390) | (520) | (116) | (347) | (463) | (239) | (717) | (956) |
| Other expenses | (118) | – | (118) | (108) | – | (108) | (210) | – | (210) | |
| Profit/(loss) on ordinary activities before tax |
––––– 96 |
––––– 1,711 |
––––– 1,807 |
––––– 431 |
––––– (23) |
––––– 408 |
––––– 665 |
––––– 2,194 |
––––– 2,859 |
|
| Tax (charge)/credit on ordinary activities |
(8) ––––– |
8 ––––– |
– ––––– |
(77) ––––– |
69 ––––– |
(8) ––––– |
(116) ––––– |
119 ––––– |
3 ––––– |
|
| Profit and total comprehensive income attributable to shareholders |
88 ––––– |
1,719 ––––– |
1,807 ––––– |
354 ––––– |
46 ––––– |
400 ––––– |
549 ––––– |
2,313 ––––– |
2,862 ––––– |
|
| Basic and diluted return per share (pence)* |
7 | 0.1 | 2.6 | 2.7 | 0.6 | 0.1 | 0.7 | 0.9 | 3.8 | 4.7 |
* excluding treasury shares
The accompanying notes on pages 15 to 20 form an integral part of this Half-yearly Financial Report.
Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2016 and the audited statutory accounts for the year ended 31 December 2016.
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.
| Note | Unaudited 30 June 2017 £'000 |
Unaudited 30 June 2016 £'000 |
Audited 31 December 2016 £'000 |
|
|---|---|---|---|---|
| Fixed asset investments | 36,195 | 32,509 | 33,798 | |
| Current assets Trade and other receivables less |
–––––––– | –––––––– | –––––––– | |
| than one year | 304 | 348 | 441 | |
| Cash and cash equivalents | 12,247 | 10,954 | 10,153 | |
| –––––––– 12,551 |
–––––––– 11,302 |
–––––––– 10,594 |
||
| Total assets | 48,746 | 43,811 | 44,392 | |
| Creditors: amounts falling due within one year |
||||
| Trade and other payables less than one year | (440) | (404) | (307) | |
| Total assets less current liabilities | –––––––– 48,306 |
–––––––– 43,407 |
–––––––– 44,085 |
|
| Equity attributable to equityholders | –––––––– | –––––––– | –––––––– | |
| Called up share capital | 8 | 748 | 685 | 689 |
| Share premium | 21,923 | 17,634 | 17,886 | |
| Capital redemption reserve | 12 | 12 | 12 | |
| Unrealised capital reserve | 9,042 | 5,400 | 7,253 | |
| Realised capital reserve | 4,693 | 4,349 | 4,763 | |
| Other distributable reserve | 11,888 | 15,327 | 13,482 | |
| Total equity shareholders' funds | –––––––– 48,306 |
–––––––– 43,407 |
–––––––– 44,085 |
|
| –––––––– | –––––––– | –––––––– | ||
| Basic and diluted net asset value per share (pence)* |
71.3 | 69.3 | 70.7 |
*excluding treasury shares
The accompanying notes on pages 15 to 20 form an integral part of this Half-yearly Financial Report.
Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2016 and the audited statutory accounts for the year ended 31 December 2016.
These Financial Statements were approved by the Board of Directors and authorised for issue on 31 August 2017, and were signed on its behalf by
Geoffrey Vero 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 2017 | 689 | 17,886 | 12 | 7,253 | 4,763 | 13,482 | 44,085 |
| Profit/(loss) and total comprehensive income for the period Transfer of previously unrealised gains on |
– | – | – | 1,977 | (258) | 88 | 1,807 |
| disposal of investments | – | – | – | (188) | 188 | – | – |
| Purchase of shares for treasury |
– | – | – | – | – | (325) | (325) |
| Issue of equity Cost of issue of equity |
59 – |
4,147 (110) |
– – |
– – |
– – |
– – |
4,206 (110) |
| Dividends paid | – | – | – | – | – | (1,357) | (1,357) |
| As at 30 June 2017 | ––––– 748 ––––– |
––––– 21,923 ––––– |
––––– 12 ––––– |
––––– 9,042 ––––– |
––––– 4,693 ––––– |
––––– 11,888 ––––– |
––––– 48,306 ––––– |
| As at 1 January 2016 Profit/(loss) and total |
600 | 11,652 | 12 | 4,883 | 4,820 | 16,933 | 38,900 |
| comprehensive income for the period Transfer of previously |
– | – | – | 493 | (447) | 354 | 400 |
| unrealised losses on disposal of investments Purchase of shares |
– | – | – | 24 | (24) | – | – |
| for treasury Issue of equity |
– 85 |
– 6,139 |
– – |
– – |
– – |
(388) – |
(388) 6,224 |
| Cost of issue of equity | – | (157) | – | – | – | – | (157) |
| Dividends paid | – ––––– |
– ––––– |
– ––––– |
– ––––– |
– ––––– |
(1,572) ––––– |
(1,572) ––––– |
| As at 30 June 2016 | 685 ––––– |
17,634 ––––– |
12 ––––– |
5,400 ––––– |
4,349 ––––– |
15,327 ––––– |
43,407 ––––– |
| As at 1 January 2016 Profit and total comprehensive income |
600 | 11,652 | 12 | 4,883 | 4,820 | 16,933 | 38,900 |
| for the period Transfer of previously |
– | – | – | 1,690 | 623 | 549 | 2,862 |
| unrealised losses on disposal or write off of investments Purchase of shares |
– | – | – | 680 | (680) | – | – |
| for treasury | – | – | – | – | – | (864) | (864) |
| Issue of equity Cost of issue of equity |
89 – |
6,389 (155) |
– – |
– – |
– – |
– – |
6,478 (155) |
| Dividends paid | – ––––– |
– ––––– |
– ––––– |
– ––––– |
– ––––– |
(3,136) ––––– |
(3,136) ––––– |
| As at 31 December 2016 | 689 ––––– |
17,886 ––––– |
12 ––––– |
7,253 ––––– |
4,763 ––––– |
13,482 ––––– |
44,085 ––––– |
*These reserves amount to £16,581,000 (30 June 2016: £19,676,000; 31 December 2016: £18,245,000) which is considered distributable.
| Unaudited six months ended 30 June 2017 £'000 |
Unaudited six months ended 30 June 2016 £'000 |
Audited year ended 31 December 2016 £'000 |
|
|---|---|---|---|
| Cash flow from operating activities Loan stock income received Deposit interest received Dividend income received Investment management fees paid Other cash payments Corporation tax received/(paid) |
364 4 57 (496) (131) 3 –––––––– |
483 41 45 (438) (109) 18 –––––––– |
767 96 74 (926) (217) (20) –––––––– |
| Net cash flow from operating activities Cash flow from investing activities Purchase of fixed asset investments Disposal of fixed asset investments Net cash flow from investing activities |
(199) –––––––– (2,344) 2,107 –––––––– (237) |
40 –––––––– (1,025) 813 –––––––– (212) |
(226) –––––––– (2,715) 3,797 –––––––– 1,082 |
| Cash flow from financing activities Issue of share capital Cost of issue of shares Equity dividends paid Purchase of own shares (including costs) |
–––––––– 3,882 (2) (1,142) (208) –––––––– |
–––––––– 5,820 – (1,320) (346) –––––––– |
–––––––– 5,820 – (2,631) (864) –––––––– |
| Net cash flow from financing activities Increase in cash and cash equivalents Cash and cash equivalents at start of period Cash and cash equivalents at end of period |
2,530 –––––––– 2,094 10,153 –––––––– 12,247 |
4,154 –––––––– 3,982 6,972 –––––––– 10,954 |
2,325 –––––––– 3,181 6,972 –––––––– 10,153 |
| Cash and cash equivalents comprise: Cash at bank and in hand Cash equivalents Total cash and cash equivalents |
12,247 – –––––––– 12,247 –––––––– |
10,954 – –––––––– 10,954 –––––––– |
10,153 – –––––––– 10,153 –––––––– |
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"), Financial Reporting Standard 104 – Interim Financial Reporting ("FRS 104"), 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").
The preparation of the Financial Statements requires management to make judgements and estimates that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The most critical estimates and judgements relate to the determination of carrying value of investments at fair value through profit and loss ("FVTPL"). The Company values investments by following the IPEVCV Guidelines and further detail on the valuation techniques used are in note 2 below.
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.
Company information can be found on page 2.
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.
In accordance with the requirements of FRS 102, the undertakings in which the Company holds more than 20% 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 FVTPL.
Upon initial recognition (using trade date accounting) investments are designated by the Company as FVTPL 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:
• Investments listed on recognised exchanges are valued at their bid prices at the end of the accounting period or otherwise at fair value based on published price quotations;
Investments are recognised as financial assets on legal completion of the investment contract and are de-recognised 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 ex-dividend.
Debtors and creditors and cash are carried at amortised cost, in accordance with FRS 102. There are no financial liabilities other than creditors.
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. Where interest is rolled up and/or payable at redemption then it is recognised as income unless there is reasonable doubt as to its receipt.
Interest income is recognised on an accruals basis using the rate of interest agreed with the bank.
All expenses have been accounted for on an accruals basis. Expenses are charged through the other distributable reserve except the following which are charged through the realised capital reserve:
In the event that a performance incentive fee crystallises or is provided for, the fee will be allocated between other distributable and realised capital reserves based upon the proportion to which the calculation of the fee is attributable to revenue and capital returns.
Taxation is applied on a current basis in accordance with FRS 102. Current tax is tax payable (refundable) in respect of the taxable profit (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. As a VCT the Company has an exemption from tax on capital gains. The Company intends to continue meeting the conditions required to obtain approval as a VCT in the foreseeable future. The Company therefore, should have no material deferred tax timing differences arising in respect of the revaluation or disposal of investments and the Company has not provided for any deferred tax.
This reserve accounts for the difference between the price paid for shares and the nominal value of the shares, less issue costs.
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.
The Directors are of the opinion that the Company is engaged in a single operating segment of business, being investment in equity and debt. The Company invests in smaller companies principally based in the UK.
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| six months | six months | year ended | |
| ended | ended | 31 December | |
| 30 June 2017 | 30 June 2016 | 2016 | |
| £'000 | £'000 | £'000 | |
| Unrealised gains on fixed asset investments | 1,977 | 493 | 1,690 |
| Realised gains/(losses) on fixed asset investments | 124 | (169) | 1,221 |
| –––––––– | –––––––– | –––––––– | |
| 2,101 | 324 | 2,911 | |
| –––––––– | –––––––– | –––––––– |
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| six months | six months | year ended | |
| ended | ended | 31 December | |
| 30 June 2017 | 30 June 2016 | 2016 | |
| £'000 | £'000 | £'000 | |
| Income recognised on investments | |||
| Loan stock interest and other fixed returns | 285 | 564 | 949 |
| UK dividend income | 57 | 45 | 74 |
| Bank deposit interest | 2 | 46 | 91 |
| –––––––– 344 –––––––– |
–––––––– 655 –––––––– |
–––––––– 1,114 –––––––– |
All of the Company's income is derived from operations based in the United Kingdom.
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| six months | six months | year ended | |
| ended | ended | 31 December | |
| 30 June 2017 | 30 June 2016 | 2016 | |
| £'000 | £'000 | £'000 | |
| Investment management fee charged to revenue | 130 | 116 | 239 |
| Investment management fee charged to capital | 390 | 347 | 717 |
| –––––––– | –––––––– | –––––––– | |
| 520 | 463 | 956 | |
| –––––––– | –––––––– | –––––––– |
Further details of the Management agreement under which the investment management fee is paid are given in the Strategic report on page 10 of the Annual Report and Financial Statements for the year ended 31 December 2016.
During the period, services to a total value of £520,000 (30 June 2016: £463,000; 31 December 2016: £956,000) were purchased by the Company from Albion Capital Group LLP. At the financial period end, the amount due to Albion Capital Group LLP in respect of these services was £272,000 (30 June 2016: £244,000; 31 December 2016: £248,000).
During the period, the Company was not charged by Albion Capital Group LLP in respect of Patrick Reeve's services as a Director (30 June 2016: £nil; 31 December 2016: £nil).
Albion Capital Group LLP is, from time to time, eligible to receive transaction fees and Directors' fees from portfolio companies. During the period ended 30 June 2017, fees of £101,000 attributable to the investments of the Company were paid pursuant to these arrangements (30 June 2016: £66,000; 31 December 2016: £150,000).
Albion Capital Group LLP holds 43,360 Ordinary shares in the Company.
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| six months | six months | year ended | |
| ended | ended | 31 December | |
| 30 June 2017 | 30 June 2016 | 2016 | |
| £'000 | £'000 | £'000 | |
| Dividend of 2.5p per Ordinary share paid on 31 May 2016 Dividend of 2.5p per Ordinary share |
– | 1,572 | 1,572 |
| paid on 30 September 2016 Dividend of 2.0p per Ordinary share paid on 31 May 2017 |
– 1,357 –––––––– |
– – –––––––– |
1,564 – –––––––– |
| 1,357 | 1,572 | 3,136 | |
| –––––––– | –––––––– | –––––––– |
The Directors have declared a dividend of 2.0 pence per Ordinary share (total approximately £1,355,000), payable on 29 September 2017 to shareholders on the register on 8 September 2017.
| Unaudited six months ended 30 June 2017 |
Unaudited six months ended 30 June 2016 |
Audited year ended 31 December 2016 |
||||
|---|---|---|---|---|---|---|
| Ordinary shares | Revenue | Capital | Revenue | Capital | Revenue | Capital |
| Return attributable to Ordinary shares (£'000) Weighted average shares |
88 | 1,719 | 354 | 46 | 549 | 2,313 |
| in issue | 66,871,021 | 60,228,830 | 61,380,295 | |||
| Return per Ordinary share (pence) |
0.1 | 2.6 | 0.6 | 0.1 | 0.9 | 3.8 |
The weighted average number of shares is calculated excluding treasury shares of 7,039,700 (30 June 2016: 5,834,700; 31 December 2016: 6,556,700).
There are no convertible instruments, derivatives or contingent share agreements in issue 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.
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| 30 June | 30 June | 31 December | |
| 2017 | 2016 | 2016 | |
| Allotted, called up and fully paid shares of 1 penny each | |||
| Number of shares | 74,804,925 | 68,502,563 | 68,883,574 |
| Nominal value of allotted shares (£'000) | 748 | 685 | 689 |
| Voting rights (number of shares net of treasury shares) | 67,765,225 | 62,667,863 | 62,326,874 |
During the period to 30 June 2017 the Company purchased 483,000 Ordinary shares (nominal value of £4,830) for treasury at a cost of £325,000. The total number of Ordinary shares held in treasury as at 30 June 2017 was 7,039,700 (30 June 2016: 5,834,700; 31 December 2016: 6,556,700) representing 9.4% of the Ordinary shares in issue as at 30 June 2017.
Under the terms of the Dividend Reinvestment Scheme Circular dated 27 August 2008, the following new Ordinary shares, of nominal value 1 penny each, were allotted:
| Aggregate | Opening market price |
||||
|---|---|---|---|---|---|
| Date of allotment |
Number of shares issued |
nominal amount of shares (£'000) |
Issue price (pence per share) |
Net invested (£'000) |
on allotment date (pence per share) |
| 31 May 2017 | 298,848 | 3 | 72.0 | 214 | 68.5 |
Under the terms of the Albion VCTs Prospectus Top Up Offers 2016/2017, the following new Ordinary shares, of nominal value 1 penny each, were allotted during the period to 30 June 2017:
| 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) |
|---|---|---|---|---|---|
| 31 January 2017 | 1,203,858 | 12 | 70.4 | 831 | 64.8 |
| 31 January 2017 | 621,281 | 6 | 70.7 | 428 | 64.8 |
| 31 January 2017 | 3,549,732 | 36 | 71.1 | 2,448 | 64.8 |
| 7 April 2017 | 20,981 | – | 72.2 | 15 | 67.5 |
| 7 April 2017 | 26,227 | – | 72.6 | 18 | 67.5 |
| 7 April 2017 | 200,424 ––––––– |
2 –––––– |
72.9 | 142 –––––– |
67.5 |
| 5,622,503 | 56 | 3,882 | |||
| ––––––– | –––––– | –––––– |
As at 30 June 2017, the Company had the following financial commitments in respect of investments:
• Investment of £14,000 in Aridhia Informatics Limited.
There were no contingencies or guarantees of the Company as at 30 June 2017 (30 June 2016: £nil; 31 December 2016: £nil).
Since 30 June 2017, the Company has completed the following transactions:
Other than transactions with the Manager as disclosed in note 5, there are no other related party transactions or balances requiring disclosure.
The Board's assessment of liquidity risk remains unchanged since the last Annual Report and Financial Statements for the year ended 31 December 2016 and is detailed on page 52 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 the Guidance on Risk Management, Internal Control and Related Financial and Business Reporting issued by the Financial Reporting Council in September 2014.
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 2017 and 30 June 2016 and is unaudited. The information for the year ended 31 December 2016, 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 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.capital/funds/AADV, where the Report can be accessed from the 'Financial Reports and Circulars' section.
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.
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