Interim / Quarterly Report • Jun 30, 2011
Interim / Quarterly Report
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Half-yearly Financial Report (unaudited) for the six months to 30 June 2011
| Company number | 3654040 |
|---|---|
| Directors | G O Vero FCA, Chairman D C Pinckney MA, FCA A J Phillipps PhD, MBA J G T Thornton MA, MBA, FCA |
| Manager, company secretary and registered office |
Albion Ventures LLP 1 King's Arms Yard London, EC2R 7AF |
| Registrars | Capita Registrars Limited Northern House Penistone Road Fenay Bridge Huddersfield, HD8 0LA |
| Auditor | PKF (UK) LLP Farringdon Place 20 Farringdon Road London, EC1M 3AP |
| Taxation adviser | PricewaterhouseCoopers LLP 1 Embankment Place London, WC2N 6RH |
| Legal adviser | Berwin Leighton Paisner LLP Adelaide House London Bridge London, EC4R 9HA |
| Albion Development VCT PLC is a member of The Association of Investment Companies. | |
| Shareholder information | For help relating to dividend payments, shareholdings and share certificates please contact Capita Registrars Limited: Tel: 0871 664 0300 (calls cost 10p per minute plus network extras; lines are open 8.30am – 5.30pm Monday to Friday) Email: [email protected] Website: www.capitaregistrars.com |
| Shareholders can access holdings and valuation information regarding any of their shares held by Capita Registrars by registering on Capita's website. |
|
| For enquiries relating to the performance of the Fund please contact Albion Ventures LLP: Tel: 020 7601 1850 (calls may be recorded; lines are open 9.00am – 5.30pm Monday to Friday) Email: [email protected] Website: www.albion-ventures.co.uk |
|
| IFA information | Independent Financial Advisers with questions please contact Albion Ventures LLP: Tel: 020 7601 1850 (calls may be recorded; lines are open 9.00am – 5.30pm Monday to Friday) Email: [email protected] Website: www.albion-ventures.co.uk |
Albion Development VCT PLC (the "Company") is a venture capital trust which raised a total of £33.3 million through the issue of shares between 1999 and 2004. The C Shares merged with the Ordinary Shares in 2007.
A further £6.3 million was raised through an issue of new D Shares in 2009/2010. The funds raised through the issue of the D Shares will be invested in accordance with the Company's existing investment policy.
The Ordinary Shares raised a further £1.67m in early 2011 under the Albion VCTs Linked Top Up Offer.
The Company's investment policy is intended to provide investors with a regular and predicable source of dividend income combined with the prospects of long term capital growth. This is achieved by establishing a diversified portfolio of holdings in smaller, unquoted companies whilst at the same time selecting and structuring investments in such a way as to balance the risks normally associated with investment in such companies. It is intended that this will be achieved as follows:
Record date for second dividend 2 September 2011 Payment date for second dividend 30 September 2011 Financial year end 31 December 2011
| Ordinary shares | D shares | ||||||
|---|---|---|---|---|---|---|---|
| Unaudited | Unaudited | Audited | Unaudited | Unaudited | Audited | ||
| six months | six months | year | six months | six months | year | ||
| ended | ended ended |
ended | ended | ended | |||
| 30 June | 30 June 31 December |
30 June | 30 June | 31 December | |||
| 2011 | 2010 2010 |
2011 | 2010 | 2010 | |||
| (pence per | (pence per | (pence per | (pence per | (pence per | (pence per | ||
| share) | share) | share) | share) | share) | share) | ||
| Net asset value | 74.80 | 77.00 | 75.40 | 91.70 | 94.40 | 93.00 | |
| Revenue return | 0.60 | 0.70 | 1.50 | 0.40 | 0.40 | 0.30 | |
| Capital return/ | |||||||
| (loss) | 1.20 | 0.90 | 2.40 | (0.60) | (0.70) | (0.90) |
| Ordinary shares (pence per share) (i) |
C shares (pence per share) (i) |
D shares (pence per share) (i) |
|
|---|---|---|---|
| Total shareholder net asset value return to 30 June 2011 | |||
| Total dividends paid during the period ended: | |||
| 31 December 1999(ii) | 1.00 | – | – |
| 31 December 2000 | 2.90 | – | – |
| 31 December 2001 | 3.95 | – | – |
| 31 December 2002 | 4.20 | – | – |
| 31 December 2003(iii) | 4.50 | 0.75 | – |
| 31 December 2004 | 4.00 | 2.00 | – |
| 31 December 2005 | 5.20 | 5.90 | – |
| 31 December 2006 | 3.00 | 4.50 | – |
| 31 December 2007(iv) | 5.00 | 5.36 | – |
| 31 December 2008(iv) | 12.00 | 12.86 | – |
| 31 December 2009(iv) | 4.00 | 4.29 | – |
| 31 December 2010(iv) | 8.00 | 8.58 | 1.00 |
| 30 June 2011(iv) | 2.50 –––––––– |
2.70 –––––––– |
1.25 –––––––– |
| Total dividends paid to 30 June 2011 | 60.25 | 46.94 | 2.25 |
| Net asset value as at 30 June 2011(iv) | 74.80 –––––––– |
80.10 –––––––– |
91.70 –––––––– |
| Total shareholder net asset value return to 30 June 2011 |
135.05 –––––––– |
127.04 –––––––– |
93.95 –––––––– |
The Directors have declared a second dividend of 2.5 pence per Ordinary share and 1.25 pence per D share payable on 30 September 2011 to shareholders on the register as at 2 September 2011.
Notes:
The results for Albion Development VCT PLC for the six months to 30 June 2011 show further progress from the low point of the UK recession. The Ordinary Share portfolio recorded a positive total return of 1.80 pence per share, while the D Shares, whose portfolio is still being built up, had a small negative total return of 0.20 pence.
During the period, the VCT benefitted particularly from the realisation of its investment in Dexela, the medical imaging business. The company was sold to Perkin Elmer of the US in June and investors expect to make up to three times return on their investment. The sale resulted in an uplift in valuation of just under £500,000. Elsewhere within the portfolio, strong performances in a number of cases were counterbalanced by slower than hoped for progress by Lowcosttravel and Prime Care.
During the period, a total of £460,000 was invested by the Ordinary Share portfolio in three new investee companies and five existing investee companies. Of these eight businesses, three were in the environmental or renewable sector and four were in the healthcare sector. Meanwhile, £785,000 was invested in four companies by the D Share portfolio, taking its level of investment to 43%.
Source: Albion Ventures LLP
We remain cautious over the short and medium term prospects of the UK and global economies in view of the currency and debt constraints which are increasingly becoming apparent. Nevertheless, we believe that many of the sectors in which we operate, and the investee companies which we support, will be able to grow despite these broader uncertainties. In addition, it remains our general policy that investee companies have no external bank borrowings. Therefore, as the investment portfolio continues to mature, the prospects on the whole look more positive than they have for some time.
Other risks and uncertainties remain unchanged and there are details on pages 20 to 21 of the Annual Report and Financial Statements for the year ended 31 December 2010.
Details of material related party transactions for the reporting period can be found in note 11 of this Halfyearly Financial Report.
During the period a total of £1.67 million was raised by the issue of Ordinary Shares under the Albion VCTs Linked Top Up Offer. The Offer has now closed. Details are shown in note 7.
As at 30 June 2011 the net asset value per Ordinary Share was 74.80 pence (30 June 2010: 77.00 pence; 31 December 2010: 75.40 pence).
The D Share net asset value at 30 June 2011 was 91.70 pence compared to 94.40 pence at 30 June 2010 and 93.00 pence at 31 December 2010.
The Ordinary Share portfolio's total return before tax for the six months to 30 June 2011 was £539,000 compared to £483,000 for the six months to 30 June 2010; for the D Shares it was a loss of £9,000 compared to a loss of £11,000. Second dividends of 2.5 pence per Ordinary Share and 1.25 pence per D Share will be paid on 30 September 2011 to those shareholders on the register on 2 September 2011.
Director 24 August 2011
The Directors, as listed on page 2 of this Report, are responsible for preparing the Half-yearly Financial Report. The Directors have chosen to prepare this Half-yearly Financial Report for the Company in accordance with United Kingdom Generally Accepted Accounting Practice ("UK GAAP").
In preparing these summarised financial statements for the period to 30 June 2011, we the Directors of the Company, confirm that to the best of our knowledge:
(d) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).
The accounting policies applied to the Half-yearly Financial Report have been consistently applied in current and prior periods and are those applied in the Annual Report and Financial Statements for the year ended 31 December 2010.
This Half-yearly Financial Report has not been audited or reviewed by the Auditor.
By order of the Board
Jonathan Thornton
Director 24 August 2011
The following is a summary of qualifying fixed asset investments as at 30 June 2011:
| As at 30 June 2011 (unaudited) | |||||
|---|---|---|---|---|---|
| Investee company | % voting rights |
Cost £'000 |
Cumulative movement in value £'000 |
Total value £'000 |
Change in value for the period* £'000 |
| Asset-backed investments | |||||
| The Weybridge Club Limited | 9.4 | 1,520 | (271) | 1,249 | (81) |
| CS (Greenwich) Limited* | 15.5 | 830 | 124 | 954 | 133 |
| Kensington Health Clubs | |||||
| Limited | 4.9 | 1,124 | (313) | 811 | 36 |
| Radnor House School | |||||
| (Holdings) Limited | 4.2 | 734 | 12 | 746 | 11 |
| Taunton Hospital Limited | 9.1 | 576 | 10 | 586 | 4 |
| Tower Bridge Health Clubs | |||||
| Limited* | 7.9 | 482 | 64 | 546 | 36 |
| Bravo Inns II Limited | 4.5 | 560 | (28) | 532 | (2) |
| CS (Brixton) Limited | 8.4 | 356 | 168 | 524 | 64 |
| The Q Garden Company | |||||
| Limited | 16.6 | 1,198 | (701) | 497 | – |
| The Charnwood Pub Company | |||||
| Limited | 3.3 | 1,156 | (662) | 494 | 33 |
| Evolutions Television Limited* | 23.7 | 1,794 | (1,566) | 228 | 8 |
| TEG Biogas (Perth) Limited | 6.1 | 176 | – | 176 | – |
| The Street by Street Solar | |||||
| Programme Limited | 3.5 | 142 | – | 142 | – |
| Bravo Inns Limited | 2.6 | 230 | (90) | 140 | 14 |
| Premier Leisure (Suffolk) Limited | 6.5 | 480 | (365) | 115 | (6) |
| Nelson House Hospital Limited | 3.0 | 102 | – | 102 | – |
| CS (Exeter) Limited | 8.3 | 135 | (34) | 101 | 3 |
| GB Pub Company VCT Limited | 9.1 | 368 | (270) | 98 | (44) |
| The Dunedin Pub Company | |||||
| VCT Limited | 6.2 | 67 | (2) | 65 | (6) |
| City Screen (Liverpool) Limited | 4.6 | 56 | (14) | 42 | (3) |
| CS (Norwich) Limited | 3.1 | 50 | 2 | 52 | 7 |
| Regenerco Renewable Energy | |||||
| Limited | 1.4 | 35 | – | 35 | – |
| AVESI Limited | 3.5 | 28 | – | 28 | – |
| Total asset-backed | |||||
| investments | 12,199 | (3,936) | 8,263 | 207 |
*as adjusted for additions, disposals and restructuring
| As at 30 June 2011 (unaudited) | |||||
|---|---|---|---|---|---|
| Investee company | % voting rights |
Cost £'000 |
Cumulative movement in value £'000 |
Total value £'000 |
Change in value for the period* £'000 |
| Growth investments | |||||
| Blackbay Limited* | 7.4 | 828 | 237 | 1,065 | 37 |
| Peakdale Molecular Limited* | 8.8 | 991 | (99) | 892 | 61 |
| Prime Care Holdings Limited | 9.4 | 559 | (60) | 499 | (110) |
| Consolidated PR Limited | 11.8 | 570 | (84) | 486 | 62 |
| Mirada Medical Limited | 7.2 | 240 | 196 | 436 | 52 |
| Mi-Pay Limited | 4.6 | 497 | (75) | 422 | (53) |
| Lowcosttravelgroup Limited | 4.0 | 435 | (58) | 377 | (212) |
| Helveta Limited | 2.6 | 395 | (36) | 359 | (35) |
| DySIS Medical Limited (formerly | |||||
| Forth Photonics Limited) | 2.6 | 350 | (67) | 283 | (27) |
| Xceleron Limited | 3.9 | 440 | (170) | 270 | (33) |
| Masters Pharmaceuticals | |||||
| Limited | 1.0 | 202 | (3) | 199 | (5) |
| Opta Sports Data Limited | 1.3 | 165 | (16) | 149 | 9 |
| Rostima Holdings Limited | 4.8 | 94 | 53 | 147 | 53 |
| memsstar Limited (formerly | |||||
| Point 35 Microstructures | |||||
| Limited) | 1.6 | 124 | 18 | 142 | 18 |
| Dexela Limited** | n/a | – | 138 | 138 | 138 |
| Process Systems Enterprise | |||||
| Limited | 1.0 | 95 | 23 | 118 | 41 |
| Oxsensis Limited | 1.4 | 192 | (83) | 109 | – |
| Chichester Holdings Limited | 10.6 | 700 | (592) | 108 | (3) |
| Abcodia Limited | 1.7 | 60 | – | 60 | – |
| Total growth investments | 6,937 | (678) | 6,259 | (7) | |
| Total qualifying investments | 19,136 | (4,614) | 14,522 | 200 |
* as adjusted for additions, disposals and restructuring
** the residual investment in Dexela Limited represents the risk-adjusted value of the expected deferred consideration arising from the disposal of the Company's equity holdings in that company in the six-month period to 30 June 2011
The following is a summary of non-qualifying fixed asset investments as at 30 June 2011:
| As at 30 June 2011 (unaudited) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investee company | % voting rights |
Cost £'000 |
Cumulative movement in value £'000 |
Total value £'000 |
Change in value for the period* £'000 |
|||||||
| Evolutions Group Limited* | 46.7 | 3,107 | (724) | 2,383 | – | |||||||
| Albion Investment Properties | ||||||||||||
| Limited (formerly Smiles Pub Company Limited) |
48.4 | 929 | (113) | 816 | 21 | |||||||
| Consolidated PR Limited | 11.8 | 33 | 23 | 56 | 10 | |||||||
| Green Energy Property | ||||||||||||
| Services Group Limited | 6.0 | 34 | (17) | 17 | – | |||||||
| Total non-qualifying | ||||||||||||
| investments | 4,103 | (831) | 3,272 | 31 | ||||||||
| Total fixed asset investments | 23,239 | (5,445) | 17,794 | 231 |
*as adjusted for additions, disposals and restructuring
The following is a summary of qualifying fixed asset investments as at 30 June 2011:
| As at 30 June 2011 (unaudited) | |||||
|---|---|---|---|---|---|
| Investee company | % voting rights |
Cost £'000 |
Cumulative movement in value £'000 |
Total value £'000 |
Change in value for the period* £'000 |
| Radnor House School | |||||
| (Holdings) Limited | 4.6 | 800 | 37 | 837 | 22 |
| Masters Pharmaceuticals | |||||
| Limited | 2.5 | 506 | (6) | 500 | (13) |
| TEG Biogas (Perth) Limited | 14.3 | 414 | – | 414 | – |
| The Street by Street Solar | |||||
| Programme Limited | 9.5 | 380 | – | 380 | – |
| Nelson House Hospital Limited | 8.6 | 294 | – | 294 | – |
| Bravo Inns II Limited | 1.5 | 160 | (3) | 157 | (3) |
| Regenerco Renewable Energy | |||||
| Limited | 3.8 | 95 | – | 95 | – |
| AVESI Limited | 9.5 | 76 | – | 76 | – |
| Abcodia Limited | 2.1 | 75 | – | 75 | – |
| Total qualifying investments | 2,800 | 28 | 2,828 | 6 |
*as adjusted for additions and disposals
| Combined | Ordinary and D shares | |||
|---|---|---|---|---|
| ---------- | ----------------------- | -- | -- | -- |
| Unaudited six months ended 30 June 2011 |
Unaudited six months ended 30 June 2010* |
Audited year ended 31 December 2010 |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Note | Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
|
| Gains on investments | 3 | – | 508 | 508 | – | 414 | 414 | – | 1,005 | 1,005 |
| Investment income Investment |
4 | 447 | – | 447 | 469 | – | 469 | 924 | – | 924 |
| management fees | (80) | (239) | (319) | (72) | (218) | (290) | (152) | (457) | (609) | |
| Other expenses | (106) ––––– |
– ––––– |
(106) ––––– |
(121) ––––– |
– ––––– |
(121) ––––– |
(229) ––––– |
– ––––– |
(229) ––––– |
|
| Return on ordinary activities before tax |
261 | 269 | 530 | 276 | 196 | 472 | 543 | 548 | 1,091 | |
| Tax (charge)/credit on ordinary activities |
(60) ––––– |
52 ––––– |
(8) ––––– |
(68) ––––– |
52 ––––– |
(16) ––––– |
(82) ––––– |
114 ––––– |
32 ––––– |
|
| Return attributable to shareholders |
201 | 321 | 522 | 208 | 248 | 456 | 461 | 662 | 1,123 |
* D shares were first allotted 23 December 2009
Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2010 and the audited statutory accounts for the year ended 31 December 2010.
The accompanying notes on pages 24 to 34 form an integral part of this Half-yearly Financial Report.
The total column of this Summary income statement represents the profit and loss account of the Company. The supplementary revenue and capital columns have been prepared in accordance with the Association of Investment Companies' Statement of Recommended Practice.
All revenue and capital items in the above statement derive from continuing operations.
There are no recognised gains or losses other than the results for the periods disclosed above. Accordingly, a Statement of total recognised gains and losses is not required. The difference between the reported return on ordinary activities before tax and the historical profit is due to the fair value movements on investments. Accordingly, a note on historical cost profit and losses has not been prepared.
| Unaudited six months ended 30 June 2011 |
Unaudited six months ended 30 June 2010 |
Audited year ended 31 December 2010 |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Note | Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
|
| Gains on investments | 3 | – | 502 | 502 | – | 413 | 413 | – | 985 | 985 |
| Investment income Investment |
4 | 372 | – | 372 | 433 | – | 433 | 835 | – | 835 |
| management fees | (64) | (190) | (254) | (62) | (187) | (249) | (125) | (376) | (501) | |
| Other expenses | (81) ––––– |
– ––––– |
(81) ––––– |
(114) ––––– |
– ––––– |
(114) ––––– |
(185) ––––– |
– ––––– |
(185) ––––– |
|
| Return on ordinary activities before tax |
227 | 312 | 539 | 257 | 226 | 483 | 525 | 609 | 1,134 | |
| Tax (charge)/credit on ordinary activities |
(53) ––––– |
45 ––––– |
(8) ––––– |
(63) ––––– |
48 ––––– |
(15) ––––– |
(78) ––––– |
97 ––––– |
19 ––––– |
|
| Return attributable to shareholders |
174 ––––– |
357 ––––– |
531 ––––– |
194 ––––– |
274 ––––– |
468 ––––– |
447 ––––– |
706 ––––– |
1,153 ––––– |
|
| Basic and diluted return per share |
||||||||||
| (pence)* | 6 | 0.60 | 1.20 | 1.80 | 0.70 | 0.90 | 1.60 | 1.50 | 2.40 | 3.90 |
*excluding treasury shares
Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2010 and the audited statutory accounts for the year ended 31 December 2010.
The accompanying notes on pages 24 to 34 form an integral part of this Half-yearly Financial Report.
The total column of this Summary income statement represents the profit and loss account of the Company. The supplementary revenue and capital columns have been prepared in accordance with the Association of Investment Companies' Statement of Recommended Practice.
All revenue and capital items in the above statement derive from continuing operations.
There are no recognised gains or losses other than the results for the periods disclosed above. Accordingly, a Statement of total recognised gains and losses is not required. The difference between the reported return on ordinary activities before tax and the historical profit is due to the fair value movements on investments. Accordingly, a note on historical cost profit and losses has not been prepared.
| Unaudited six months ended 30 June 2011 |
Unaudited six months ended 30 June 2010 |
Audited year ended 31 December 2010 |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Note | Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
|
| Gains on investments | 3 | – | 6 | 6 | – | 1 | 1 | – | 20 | 20 |
| Investment income Investment |
4 | 75 | – | 75 | 36 | – | 36 | 89 | – | 89 |
| management fees | (16) | (49) | (65) | (10) | (31) | (41) | (27) | (81) | (108) | |
| Other expenses | (25) ––––– |
– ––––– |
(25) ––––– |
(7) ––––– |
– ––––– |
(7) ––––– |
(44) ––––– |
– ––––– |
(44) ––––– |
|
| Return/(loss) on ordinary activities before tax |
34 | (43) | (9) | 19 | (30) | (11) | 18 | (61) | (43) | |
| Tax (charge)/credit on ordinary activities |
(7) ––––– |
7 ––––– |
– ––––– |
(5) ––––– |
4 ––––– |
(1) ––––– |
(4) ––––– |
17 ––––– |
13 ––––– |
|
| Return/(loss) attributable to shareholders Basic and diluted |
27 ––––– |
(36) ––––– |
(9) ––––– |
14 ––––– |
(26) ––––– |
(12) ––––– |
14 ––––– |
(44) ––––– |
(30) ––––– |
|
| return/(loss) per share (pence) |
6 | 0.40 | (0.60) | (0.20) | 0.40 | (0.70) | (0.30) | 0.30 | (0.90) | (0.60) |
Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2010 and the audited statutory accounts for the year ended 31 December 2010.
The accompanying notes on pages 24 to 34 form an integral part of this Half-yearly Financial Report.
The total column of this Summary income statement represents the profit and loss account of the Company. The supplementary revenue and capital columns have been prepared in accordance with the Association of Investment Companies' Statement of Recommended Practice.
All revenue and capital items in the above statement derive from continuing operations.
There are no recognised gains or losses other than the results for the periods disclosed above. Accordingly, a Statement of total recognised gains and losses is not required. The difference between the reported loss on ordinary activities before tax and the historical profit is due to the fair value movements on investments. Accordingly, a note on historical cost profit and losses has not been prepared.
| Note | Unaudited 30 June 2011 £'000 |
Unaudited 30 June 2010* £'000 |
Audited 31 December 2010 £'000 |
|
|---|---|---|---|---|
| Fixed asset investments | 20,622 | 19,043 | 19,639 | |
| Current assets | ||||
| Trade and other debtors | 621 | 173 | 237 | |
| Cash at bank and in hand | 9 | 8,563 –––––––– |
9,789 –––––––– |
8,512 –––––––– |
| 9,184 | 9,962 | 8,749 | ||
| Creditors: amounts falling due | ||||
| within one year | (800) –––––––– |
(388) –––––––– |
(470) –––––––– |
|
| Net current assets | 8,384 –––––––– |
9,574 –––––––– |
8,279 –––––––– |
|
| Net assets | 29,006 | 28,617 | 27,918 | |
| –––––––– | –––––––– | –––––––– | ||
| Capital and reserves | ||||
| Called up share capital | 20,294 | 19,504 | 19,388 | |
| Share premium | 620 | 2,843 | 37 | |
| Capital redemption reserve | 1,667 | 1,255 | 1,426 | |
| Unrealised capital reserve | (5,497) | (6,275) | (5,063) | |
| Special reserve | 9,333 | 12,392 | 10,497 | |
| Treasury shares reserve | (2,633) | (2,664) | (2,633) | |
| Realised capital reserve | 3,615 | 1,323 | 2,860 | |
| Revenue reserve | 1,607 –––––––– |
239 –––––––– |
1,406 –––––––– |
|
| Total equity shareholders' funds | 29,006 –––––––– |
28,617 –––––––– |
27,918 –––––––– |
|
* D shares were first allotted 23 December 2009
Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2010 and the audited statutory accounts for the year ended 31 December 2010.
The accompanying notes on pages 24 to 34 form an integral part of this Half-yearly Financial Report.
These Financial Statements were approved by the Board of Directors and authorised for issue on 24 August 2011, and were signed on its behalf by
Director Company number: 3654040
| Note | Unaudited 30 June 2011 £'000 |
Unaudited 30 June 2010 £'000 |
Audited 31 December 2010 £'000 |
|
|---|---|---|---|---|
| Fixed asset investments | 17,794 | 18,641 | 17,853 | |
| Current assets Trade and other debtors |
605 | 168 | 219 | |
| Cash at bank and in hand | 9 | 5,025 | 4,039 | 4,227 |
| –––––––– | –––––––– | –––––––– | ||
| 5,630 | 4,207 | 4,446 | ||
| Creditors: amounts falling due within one year |
(235) | (211) | (279) | |
| Net current assets | –––––––– 5,395 |
–––––––– 3,996 |
–––––––– 4,167 |
|
| Net assets | –––––––– 23,189 |
–––––––– 22,637 |
–––––––– 22,020 |
|
| Capital and reserves | –––––––– | –––––––– | –––––––– | |
| Called up share capital | 7 | 17,122 | 16,336 | 16,220 |
| Share premium | 618 | 19 | 37 | |
| Capital redemption reserve | 1,667 | 1,255 | 1,426 | |
| Unrealised capital reserve | (5,523) | (6,276) | (5,083) | |
| Special reserve | 6,666 | 12,392 | 7,752 | |
| Treasury shares reserve | (2,633) | (2,664) | (2,633) | |
| Realised capital reserve | 3,721 | 1,352 | 2,924 | |
| Revenue reserve | 1,551 | 224 | 1,377 | |
| Total equity shareholders' funds | –––––––– 23,189 |
–––––––– 22,637 |
–––––––– 22,020 |
|
| Net asset value per share (pence)* | –––––––– 74.80 |
–––––––– 77.00 |
–––––––– 75.40 |
*excluding treasury shares
Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2010 and the audited statutory accounts for the year ended 31 December 2010.
The accompanying notes on pages 24 to 34 form an integral part of this Half-yearly Financial Report.
| Note | Unaudited 30 June 2011 £'000 |
Unaudited 30 June 2010 £'000 |
Audited 31 December 2010 £'000 |
|
|---|---|---|---|---|
| Fixed asset investments | 2,828 | 402 | 1,786 | |
| Current assets | ||||
| Trade and other debtors | 16 | 5 | 18 | |
| Cash at bank and in hand | 9 | 3,538 –––––––– |
5,750 –––––––– |
4,285 –––––––– |
| 3,554 | 5,755 | 4,303 | ||
| Creditors: amounts falling due within one year |
(565) –––––––– |
(177) –––––––– |
(191) –––––––– |
|
| Net current assets | 2,989 –––––––– |
5,578 –––––––– |
4,112 –––––––– |
|
| Net assets | 5,817 –––––––– |
5,980 –––––––– |
5,898 –––––––– |
|
| Capital and reserves | ||||
| Called up share capital | 7 | 3,172 | 3,168 | 3,168 |
| Share premium | 2 | 2,824 | – | |
| Unrealised capital reserve | 26 | 1 | 20 | |
| Special reserve | 2,667 | – | 2,745 | |
| Realised capital reserve | (106) | (28) | (64) | |
| Revenue reserve | 56 –––––––– |
15 –––––––– |
29 –––––––– |
|
| Total equity shareholders' funds | 5,817 –––––––– |
5,980 –––––––– |
5,898 –––––––– |
|
| Net asset value per share (pence)* | 91.70 | 94.40 | 93.00 |
*excluding treasury shares
Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2010 and the audited statutory accounts for the year ended 31 December 2010.
The accompanying notes on pages 24 to 34 form an integral part of this Half-yearly Financial Report.
| Called-up share capital £'000 |
Share premium £'000 |
Capital redemption reserve £'000 |
Unrealised capital reserve* £'000 |
Special reserve* £'000 |
Treasury shares reserve* £'000 |
Realised capital reserve* £'000 |
Revenue reserve* £'000 |
Total £'000 |
|
|---|---|---|---|---|---|---|---|---|---|
| 1 January 2011 (audited) | 19,388 | 37 | 1,426 | (5,063) | 10,497 | (2,633) | 2,860 | 1,406 | 27,918 |
| Realised gains Unrealised losses |
– – |
– – |
– – |
– (940) |
– – |
– – |
1,448 – |
– – |
1,448 (940) |
| Transfer of previously unrealised losses to realised losses |
– | – | – | 506 | – | – | (506) | – | – |
| Capitalised investment management fees |
– | – | – | – | – | – | (239) | – | (239) |
| Tax relief on costs charged to capital |
– | – | – | – | – | – | 52 | – | 52 |
| Purchase of own treasury shares Issue of equity (net of costs) |
(241) 1,147 |
– 583 |
241 – |
– – |
(305) – |
– – |
– – |
– – |
(305) 1,730 |
| Revenue return attributable to shareholders |
– | – | – | – | – | – | – | 201 | 201 |
| Transfer from Special reserve to Revenue reserve |
– | – | – | – | (859) | – | – | 859 | – |
| Dividends paid | – ––––– |
– ––––– |
– ––––– |
– ––––– |
– ––––– |
– ––––– |
– ––––– |
(859) ––––– |
(859) ––––– |
| As at 30 June 2011 (unaudited) |
20,294 ––––– |
620 ––––– |
1,667 ––––– |
(5,497) ––––– |
9,333 ––––– |
(2,633) ––––– |
3,615 ––––– |
1,607 ––––– |
29,006 ––––– |
| As at 1 January 2010 (audited) |
17,074 | 640 | 1,183 | (6,365) | 12,507 | (2,540) | 1,389 | 995 | 24,883 |
| Realised gains Unrealised losses |
– – |
– – |
– – |
– (89) |
– – |
– – |
503 – |
– – |
503 (89) |
| Transfer of previously unrealised | |||||||||
| losses to realised losses Capitalised investment |
– | – | – | 179 | – | – | (179) | – | – |
| management fees Tax relief on costs charged |
– | – | – | – | – | – | (218) | – | (218) |
| to capital Purchase of own treasury shares |
– – |
– – |
– – |
– – |
– – |
– (239) |
52 – |
– – |
52 (239) |
| Issue of equity (net of costs) Cancellation of treasury shares |
2,502 (72) |
2,203 – |
– 72 |
– – |
– (115) |
– 115 |
– – |
– – |
4,705 – |
| Revenue return attributable to shareholders |
– | – | – | – | – | – | – | 208 | 208 |
| Dividends paid | – ––––– |
– ––––– |
– ––––– |
– ––––– |
– ––––– |
– ––––– |
(224) ––––– |
(964) ––––– |
(1,188) ––––– |
| As at 30 June 2010 (unaudited) |
19,504 ––––– |
2,843 ––––– |
1,255 ––––– |
(6,275) ––––– |
12,392 ––––– |
(2,664) ––––– |
1,323 ––––– |
239 ––––– |
28,617 ––––– |
| 1 January 2010 (audited) |
17,074 | 640 | 1,183 | (6,365) | 12,507 | (2,540) | 1,389 | 995 | 24,883 |
| Realised gains Unrealised gains |
– – |
– – |
– – |
– 619 |
– – |
– – |
386 – |
– – |
386 619 |
| Transfer of previously unrealised | |||||||||
| losses to realised losses Capitalised investment |
– | – | – | 682 | – | – | (682) | – | – |
| management fees Tax relief on costs charged |
– | – | – | – | – | – | (457) | – | (457) |
| to capital Purchase of own treasury shares |
– – |
– – |
– – |
– – |
– – |
– (289) |
114 – |
– – |
114 (289) |
| Cancellation of treasury shares Purchase of own shares for |
(121) | – | 121 | – | (196) | 196 | – | – | – |
| cancellation Issue of equity (net of costs) |
(120) 2,555 |
– 2,221 |
120 – |
– – |
(158) – |
– – |
– – |
– – |
(158) 4,776 |
| Cancellation of Share premium account |
– | (2,824) | – | – | 2,810 | – | – | 14 | – |
| Transfer from Special reserve to Realised reserve |
– | – | – | – | (3,301) | – | 3,301 | – | – |
| Revenue return attributable to shareholders |
– | – | – | – | – | – | – | 461 | 461 |
| Dividends paid | – ––––– |
– ––––– |
– ––––– |
– ––––– |
(1,165) ––––– |
– ––––– |
(1,191) ––––– |
(64) ––––– |
(2,420) ––––– |
| As at 31 December 2010 (audited) |
19,388 ––––– |
37 ––––– |
1,426 ––––– |
(5,063) ––––– |
10,497 ––––– |
(2,633) ––––– |
2,860 ––––– |
1,406 ––––– |
27,918 ––––– |
*Included within these reserves is an amount of £6,425,000 (30 June 2010: £5,015,000; 31 December 2010: £7,067,000) which is considered distributable. The Special reserve has been treated as distributable in determining the amounts available for distribution.
An amount of £859,000 has been transferred from the Special reserve to the Revenue reserve representing dividends paid from the Revenue reserve.
| Called-up share capital £'000 |
Share premium £'000 |
Capital redemption reserve £'000 |
Unrealised capital reserve* £'000 |
Special reserve* £'000 |
Treasury shares reserve* £'000 |
Realised capital reserve* £'000 |
Revenue reserve* £'000 |
Total £'000 |
|
|---|---|---|---|---|---|---|---|---|---|
| 1 January 2011 (audited) | 16,220 | 37 | 1,426 | (5,083) | 7,752 | (2,633) | 2,924 | 1,377 | 22,020 |
| Realised gains Unrealised losses Transfer of previously unrealised losses to realised losses |
– – |
– – |
– – |
– (946) |
– – |
– – |
1,448 – |
– – |
1,448 (946) |
| – | – | – | 506 | – | – | (506) | – | – | |
| Capitalised investment management fees |
– | – | – | – | – | – | (190) | – | (190) |
| Tax relief on costs charged to capital Purchase of own treasury shares |
– (241) |
– – |
– 241 |
– – |
– (305) |
– – |
45 – |
– – |
45 (305) |
| Issue of equity (net of costs) Revenue return attributable to shareholders |
1,143 – |
581 – |
– – |
– – |
– – |
– – |
– – |
– 174 |
1,724 174 |
| Transfer from Special reserve | |||||||||
| to Revenue reserve Dividends paid |
– – ––––– |
– – ––––– |
– – ––––– |
– – ––––– |
(781) – ––––– |
– – ––––– |
– – ––––– |
781 (781) ––––– |
– (781) ––––– |
| As at 30 June 2011 (unaudited) |
17,122 ––––– |
618 ––––– |
1,667 ––––– |
(5,523) ––––– |
6,666 ––––– |
(2,633) ––––– |
3,721 ––––– |
1,551 ––––– |
23,189 ––––– |
| As at 1 January 2010 | |||||||||
| (audited) Realised gains |
16,357 – |
– – |
1,183 – |
(6,365) – |
12,507 – |
(2,540) – |
1,390 503 |
994 – |
23,526 503 |
| Unrealised losses Transfer of previously unrealised |
– | – | – | (90) | – | – | – | – | (90) |
| losses to realised losses Capitalised investment |
– | – | – | 179 | – | – | (179) | – | – |
| management fees Tax relief on costs charged |
– | – | – | – | – | – | (187) | – | (187) |
| to capital | – | – | – | – | – | – | 48 | – | 48 |
| Purchase of own treasury shares Issue of equity (net of costs) |
– 51 |
– 19 |
– – |
– – |
– – |
(239) – |
– – |
– – |
(239) 70 |
| Cancellation of treasury shares Revenue return attributable to |
(72) | – | 72 | – | (115) | 115 | – | – | – |
| shareholders Dividends paid |
– – |
– – |
– – |
– – |
– – |
– – |
– (224) |
194 (964) |
194 (1,188) |
| As at 30 June 2010 | ––––– | ––––– | ––––– | ––––– | ––––– | ––––– | ––––– | ––––– | ––––– |
| (unaudited) | 16,336 ––––– |
19 ––––– |
1,255 ––––– |
(6,276) ––––– |
12,392 ––––– |
(2,664) ––––– |
1,351 ––––– |
224 ––––– |
22,637 ––––– |
| 1 January 2010 | |||||||||
| (audited) Realised gains |
16,357 – |
– – |
1,183 – |
(6,365) – |
12,507 – |
(2,540) – |
1,390 386 |
994 – |
23,526 386 |
| Unrealised gains Transfer of previous unrealised |
– | – | – | 599 | – | – | – | – | 599 |
| losses to realised losses |
– | – | – | 682 | – | – | (682) | – | – |
| Capitalised investment management fees |
– | – | – | – | – | – | (376) | – | (376) |
| Tax relief on costs charged to capital |
– | – | – | – | – | – | 97 | – | 97 |
| Purchase of own treasury shares Cancellation of shares out of |
– | – | – | – | – | (289) | – | – | (289) |
| treasury Purchase of own shares for |
(121) | – | 121 | – | (196) | 196 | – | – | – |
| cancellation Issue of equity (net of costs) |
(120) 104 |
– 37 |
120 – |
– – |
(158) – |
– – |
– – |
– – |
(158) 141 |
| Transfer from Special reserve to Realised reserve |
– | – | – | – | (3,301) | – | 3,301 | – | – |
| Revenue return attributable to shareholders Dividends paid |
– – |
– – |
– – |
– – |
– (1,100) |
– – |
– (1,191) |
447 (64) |
447 (2,355) |
| As at 31 December 2010 | ––––– | ––––– | ––––– | ––––– | ––––– | ––––– | ––––– | ––––– | ––––– |
| (audited) | 16,220 ––––– |
37 ––––– |
1,426 ––––– |
(5,083) ––––– |
7,752 ––––– |
(2,633) ––––– |
2,924 ––––– |
1,377 ––––– |
22,020 ––––– |
*Included within these reserves is an amount of £3,782,000 (30 June 2010: £5,027,000; 31 December 2010: £4,337,000) which is considered distributable. The Special reserve has been treated as distributable in determining the amounts available for distribution.
An amount of £781,000 has been transferred from the Special reserve to the Revenue reserve representing dividends paid from the Revenue reserve.
| Called-up share capital £'000 |
Share premium £'000 |
Capital redemption reserve £'000 |
Unrealised capital reserve £'000 |
Special reserve* £'000 |
Realised capital reserve* £'000 |
Revenue reserve* £'000 |
Total £'000 |
|
|---|---|---|---|---|---|---|---|---|
| 1 January 2011 (audited) | 3,168 | – | – | 20 | 2,745 | (64) | 29 | 5,898 |
| Unrealised gains Capitalised investment management fees |
– – |
– – |
– – |
6 – |
– – |
– (49) |
– – |
6 (49) |
| Tax relief on costs charged to capital | – | – | – | – | – | 7 | – | 7 |
| Issue of equity (net of costs) Revenue return attributable to |
4 | 2 | – | – | – | – | – | 6 |
| shareholders | – | – | – | – | – | – | 27 | 27 |
| Transfer from Special reserve to | ||||||||
| Revenue reserve Dividends paid |
– – |
– – |
– – |
– – |
(78) – |
– – |
78 (78) |
– (78) |
| As at 30 June 2011 (unaudited) | ––––– 3,172 ––––– |
––––– 2 ––––– |
––––– – ––––– |
––––– 26 ––––– |
––––– 2,667 ––––– |
––––– (106) ––––– |
––––– 56 ––––– |
––––– 5,817 ––––– |
| As at 1 January 2010 (audited) | 717 | 640 | – | – | – | (1) | 1 | 1,357 |
| Unrealised gains | – | – | – | 1 | – | – | – | 1 |
| Capitalised investment management fees Tax relief on costs charged to capital |
– – |
– – |
– – |
– – |
– – |
(31) 4 |
– – |
(31) 4 |
| Issue of equity (net of costs) | 2,451 | 2,184 | – | – | – | – | – | 4,635 |
| Revenue return attributable to shareholders |
– ––––– |
– ––––– |
– ––––– |
– ––––– |
– ––––– |
– ––––– |
14 ––––– |
14 ––––– |
| As at 30 June 2010 (unaudited) | 3,168 ––––– |
2,824 ––––– |
– ––––– |
1 ––––– |
– ––––– |
(28) ––––– |
15 ––––– |
5,980 ––––– |
| 1 January 2010 (audited) | 717 | 640 | – | – | – | (1) | 1 | 1,357 |
| Unrealised gains | – | – | – | 20 | – | – | – | 20 |
| Capitalised investment management fees Tax relief on costs charged to capital |
– – |
– – |
– – |
– – |
– – |
(81) 17 |
– – |
(81) 17 |
| Issue of equity (net of costs) | 2,451 | 2,184 | – | – | – | – | – | 4,635 |
| Cancellation of Share premium account Revenue return attributable to |
– | (2,824) | – | – | 2,810 | – | 14 | – |
| shareholders | – | – | – | – | – | – | 14 | 14 |
| Dividends paid | – ––––– |
– ––––– |
– ––––– |
– ––––– |
(65) ––––– |
– ––––– |
– ––––– |
(65) ––––– |
| As at 31 December 2010 (audited) | 3,168 ––––– |
– ––––– |
– ––––– |
20 ––––– |
2,745 ––––– |
(64) ––––– |
29 ––––– |
5,898 ––––– |
*Included within these reserves is an amount of £2,617,000 (30 June 2010: nil; 31 December 2010: £2,710,000) which is considered distributable. The Special reserve has been treated as distributable in determining the amounts available for distribution.
An amount of £78,000 has been transferred from Special reserve to Revenue reserve representing dividends paid from the revenue reserve.
| Note | Unaudited six months ended 30 June 2011 £'000 |
Unaudited six months ended 30 June 2010* £'000 |
Audited year ended 31 December 2010 £'000 |
|
|---|---|---|---|---|
| Operating activities Investment income received Deposit interest received Dividend income received Other income received Investment management fees paid Administrative expenses paid |
330 41 – – (315) (123) –––––––– |
359 71 – 1 (273) (135) –––––––– |
706 136 50 – (600) (211) –––––––– |
|
| Net cash flow from operating activities Taxation UK corporation tax received |
8 | (67) 140 |
23 43 |
81 44 |
| Capital expenditure and financial investments Purchase of fixed asset investments Disposal of fixed asset investments Net cash flow from investing activities |
(2,399) 1,813 –––––––– (586) |
(976) 1,199 –––––––– 223 |
(3,188) 3,590 –––––––– 402 |
|
| Equity dividends paid Dividends paid (net of cost of issuing shares under the Dividend Reinvestment Scheme) |
(795) | (1,111) | (2,265) | |
| Net cash flow before financing | –––––––– (1,308) |
–––––––– (822) |
–––––––– (1,738) |
|
| Financing Purchase of own shares Issue of share capital Costs of issue of share capital under DRIS Interclass payments |
–––––––– (306) 1,671 (6) – –––––––– |
–––––––– (223) 4,933 (7) – –––––––– |
–––––––– (446) 4,792 (6) 2 –––––––– |
|
| Net cash flow from financing | 1,359 –––––––– |
4,703 –––––––– |
4,342 –––––––– |
|
| Cash flow in the period | 9 | 51 –––––––– |
3,881 –––––––– |
2,604 –––––––– |
* D shares were first allotted 23 December 2009
| Note | Unaudited six months ended 30 June 2011 £'000 |
Unaudited six months ended 30 June 2010 £'000 |
Audited year ended 31 December 2010 £'000 |
|
|---|---|---|---|---|
| Operating activities | ||||
| Investment income received | 286 | 359 | 692 | |
| Deposit interest received | 18 | 39 | 65 | |
| Dividend income received Other income received |
– – |
– 1 |
50 – |
|
| Investment management fees paid | (249) | (265) | (525) | |
| Administrative expenses paid | (101) | (129) | (181) | |
| Interclass account movement | (495) –––––––– |
– –––––––– |
– –––––––– |
|
| Net cash flow from operating activities | 8 | (541) | 5 | 101 |
| Taxation | ||||
| UK corporation tax received | 140 | 43 | 44 | |
| Capital expenditure and financial | ||||
| investments | ||||
| Purchase of fixed asset investments Disposal of fixed asset investments |
(1,250) 1,813 |
(576) 1,199 |
(1,567) 3,590 |
|
| Net cash flow from investing activities | –––––––– 563 |
–––––––– 623 |
–––––––– 2,023 |
|
| Equity dividends paid Dividends paid (net of cost of issuing shares under the Dividend Reinvestment |
||||
| Scheme) | (724) | (1,111) | (2,200) | |
| Net cash flow before financing | –––––––– (562) –––––––– |
–––––––– (440) –––––––– |
–––––––– (32) –––––––– |
|
| Financing | ||||
| Purchase of own shares | (306) | (223) | (446) | |
| Issue of share capital | 1,671 | – | – | |
| Costs of issue of share capital under DRIS Interclass payments |
(5) – |
(7) – |
(6) 2 |
|
| –––––––– | –––––––– | –––––––– | ||
| Net cash flow from financing | 1,360 –––––––– |
(230) –––––––– |
(450) –––––––– |
|
| Cash flow in the period | 9 | 798 –––––––– |
(670) –––––––– |
(482) –––––––– |
| Note | Unaudited six months ended 30 June 2011 £'000 |
Unaudited six months ended 30 June 2010* £'000 |
Audited year ended 31 December 2010 £'000 |
|
|---|---|---|---|---|
| Operating activities Investment income received Deposit interest received Investment management fees paid Administrative expenses paid Interclass account movement |
44 23 (66) (22) 495 –––––––– |
– 32 (8) (6) – –––––––– |
14 71 (75) (30) – –––––––– |
|
| Net cash flow from operating activities | 8 | 474 | 18 | (20) |
| Taxation UK corporation tax paid |
– | – | – | |
| Capital expenditure and financial investments Purchase of fixed asset investments Disposal of fixed asset investments |
(1,149) – |
(400) – |
(1,621) – |
|
| Net cash flow from investing activities | –––––––– (1,149) |
–––––––– (400) |
–––––––– (1,621) |
|
| Equity dividends paid Dividends paid (net of cost of issuing shares under the Dividend Reinvestment Scheme) |
(71) | – | (65) | |
| Net cash flow before financing | –––––––– (746) |
–––––––– (382) |
–––––––– (1,706) |
|
| Financing Issue of share capital (net of costs) Costs of issue of share capital under DRIS |
–––––––– – (1) |
–––––––– 4,933 – |
–––––––– 4,792 – |
|
| Net cash flow from financing | –––––––– (1) |
–––––––– 4,933 |
–––––––– 4,792 |
|
| Cash flow in the period | 9 | –––––––– (747) –––––––– |
–––––––– 4,551 –––––––– |
–––––––– 3,086 –––––––– |
* D shares were first allotted 23 December 2009
The financial statements have been prepared in accordance with the historical cost convention, modified to include the revaluation of investments, in accordance with applicable United Kingdom law and accounting standards and with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" ("SORP") issued by The Association of Investment Companies ("AIC") in January 2009. Accounting policies have been applied consistently in current and prior periods.
Quoted and unquoted equity investments, debt issued at a discount, and convertible bonds In accordance with FRS 26 "Financial Instruments Recognition and Measurement", quoted and unquoted equity, debt issued at a discount and convertible bonds are designated as fair value through profit or loss. Investments listed on recognised exchanges are valued at the closing bid prices at the end of the accounting period. Unquoted investments' fair value is determined by the Directors in accordance with the September 2009 International Private Equity and Venture Capital Valuation Guidelines (IPEVCV guidelines).
Desk top reviews are carried out by independent RICS qualified surveyors by updating previously prepared full valuations for current trading and market indices. Full valuations are prepared by similarly qualified surveyors but in full compliance with the RICS Red Book.
Fair value movements and gains and losses arising on the disposal of investments are reflected in the capital column of the Income statement in accordance with the AIC SORP. Realised gains or losses on the sale of investments are reflected in the Realised capital reserve, and unrealised gains or losses arising from the revaluation of investments are reflected in the Unrealised capital reserve.
Warrants and unquoted equity derived instruments are only valued if their exercise or contractual terms would allow them to be exercised as at the balance sheet date, and if there is additional value to the Company in exercising as at the balance sheet date. Otherwise these instruments are held at nil value. The valuation techniques used are those used for the underlying equity investment.
Unquoted loan stock (excluding convertible bonds and debt issued at a discount) is classified as loans and receivables in accordance with FRS 26 and carried at amortised cost using the Effective Interest Rate method less impairment. Movements in respect of capital provisions are reflected in the capital column of the Income statement and are reflected in the Realised capital reserve following sale, or in the Unrealised capital reserve on revaluation.
For all unquoted loan stock, fully performing, renegotiated, past due and impaired, the Board considers that the fair value is equal to or greater than the security value of these assets.
For unquoted loan stock, the amount of the impairment is the difference between the asset's cost and the present value of estimated future cash flows, discounted at the effective interest rate. The future cash flows are estimated based on the fair value of the security less estimated selling costs.
Investments are recognised as financial assets on legal completion of the investment contract and are derecognised on legal completion of the sale of an investment.
Dividend income is not recognised as part of the fair value movement of an investment, but is recognised separately as investment income through the Revenue reserve when a share becomes ex-dividend.
Loan stock accrued interest is recognised in the Balance sheet as part of the carrying value of the loans and receivables at the end of each reporting period.
It is not the Company's policy to exercise control or significant influence over investee companies. Therefore, in accordance with the exemptions under FRS 9 "Associates and joint ventures", those undertakings in which the Company holds more than 20 per cent. of the equity are not regarded as associated undertakings.
Dividend income is included in revenue when the investment is quoted ex-dividend.
Fixed returns on non-equity shares and debt securities are recognised on a time apportionment basis using the effective interest rate over the life of the financial instrument. Income which is not capable of being received within a reasonable period of time is reflected in the capital value of the investment.
Interest income is recognised on an accrual 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 revenue account except the following which are charged through the Realised capital reserve:
In the event that a performance incentive fee crystallises, the fee will be allocated between Revenue and Realised capital reserves based upon the proportion to which the calculation of the fee is attributable to revenue and capital returns.
Taxation is applied on a current basis in accordance with FRS 16 "Current tax". Taxation associated with capital expenses is applied in accordance with the SORP. In accordance with FRS 19 "Deferred tax", deferred taxation is provided in full on timing differences that result in an obligation at the balance sheet date to pay more tax or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the financial statements. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered.
This reserve accounts for the difference between the price paid for shares and the nominal value of the shares, less issue costs and transfers to the special reserve.
This reserve accounts for amounts by which the issued share capital is diminished through the repurchase and cancellation of the Company's own shares.
Increases and decreases in the valuation of investments held at the year end against cost, are included in this reserve.
The cancellation of the share premium account has created a special reserve that can be used to fund market purchases and subsequent cancellation of own shares, the payment of dividends, to cover gross realised losses, and for other distributable purposes.
This reserve accounts for amounts by which the distributable reserves of the Company are diminished through the repurchase of the Company's own shares for treasury.
The following are disclosed in this reserve:
In accordance with FRS 21 "Events after the balance sheet date", dividends declared by the Company are accounted for in the period in which the dividend has been paid or approved by shareholders in an Annual General Meeting.
Until such time that D shares are converted into Ordinary shares, all investments and returns attributable to this class of share will be separately identifiable from the existing Ordinary shares. All residual expenses will be allocated in the ratio of the respective Net Asset Values of each class of share.
| Combined | Unaudited | Unaudited | Audited |
|---|---|---|---|
| six months | six months | year | |
| ended | ended | ended | |
| 30 June | 30 June | 31 December | |
| 2011 | 2010 | 2010 | |
| £'000 | £'000 | £'000 | |
| Unrealised (losses)/gains on fixed asset investments held at fair value through profit or loss account Unrealised (losses)/gains on fixed asset investments held |
(670) | (66) | 338 |
| at amortised cost | (270) | (23) | 281 |
| –––––––– | –––––––– | –––––––– | |
| Unrealised (losses)/gains on fixed asset investments | (940) | (89) | 619 |
| –––––––– | –––––––– | –––––––– | |
| Realised gains on investments held at fair value through profit or loss account Realised gains/(losses) on investments held at |
329 | 369 | 426 |
| amortised cost | 1,119 | 134 | (40) |
| –––––––– | –––––––– | –––––––– | |
| Realised gains | 1,448 | 503 | 386 |
| –––––––– | –––––––– | –––––––– | |
| 508 | 414 | 1,005 | |
| –––––––– | –––––––– | –––––––– | |
| Ordinary shares | Unaudited | Unaudited | Audited |
| six months | six months | year | |
| ended | ended | ended | |
| 30 June | 30 June | 31 December | |
| 2011 | 2010 | 2010 | |
| £'000 | £'000 | £'000 | |
| Unrealised (losses)/gains on fixed asset investments held at fair value through profit or loss account Unrealised (losses)/gains on fixed asset investments held at amortised cost |
(648) (298) |
(67) (23) |
338 261 |
| Unrealised (losses)/gains on fixed asset investments | –––––––– | –––––––– | –––––––– |
| (946) | (90) | 599 | |
| Realised gains on investments held at fair value | –––––––– | –––––––– | –––––––– |
| through profit or loss account | 329 | 369 | 426 |
| Realised gains/(losses) on investments held at amortised cost | 1,119 | 134 | (40) |
| Realised gains | –––––––– | –––––––– | –––––––– |
| 1,448 | 503 | 386 | |
| –––––––– | –––––––– | –––––––– |
| D shares | Unaudited | Unaudited | Audited |
|---|---|---|---|
| six months | six months | year | |
| ended | ended | ended | |
| 30 June | 30 June | 31 December | |
| 2011 | 2010 | 2010 | |
| £'000 | £'000 | £'000 | |
| Unrealised (losses)/gains on fixed asset investments held at fair value through profit or loss account Unrealised gains on fixed asset investments held at amortised cost |
(22) 28 –––––––– 6 –––––––– |
1 – –––––––– 1 –––––––– |
– 20 –––––––– 20 –––––––– |
Investments valued on an amortised cost basis are unquoted loan stock instruments.
| ended 30 June 2011 £'000 |
ended 30 June 2010 £'000 |
year ended 31 December 2010 £'000 |
|---|---|---|
| 27 | ||
| 18 | – | 15 |
| 18 | – | –––––––– 42 |
| –––––––– | ||
| 363 | 396 | 743 |
| 66 | 73 | 139 –––––––– |
| 429 | 469 | 882 –––––––– |
| 447 | 469 | 924 –––––––– |
| – –––––––– –––––––– Income recognised on investments held at amortised cost –––––––– –––––––– –––––––– |
six months six months – –––––––– –––––––– –––––––– –––––––– –––––––– |
| Ordinary | Unaudited | Unaudited | Audited |
|---|---|---|---|
| six months | six months | year | |
| ended | ended | ended | |
| 30 June | 30 June | 31 December | |
| 2011 | 2010 | 2010 | |
| £'000 | £'000 | £'000 | |
| Income recognised on investments held at fair value through profit or loss account |
|||
| UK dividend income | – | – | 27 |
| Income from convertible bonds and discounted debt | 10 –––––––– |
– –––––––– |
15 –––––––– |
| 10 –––––––– |
– –––––––– |
42 –––––––– |
|
| Income recognised on investments held at amortised cost | |||
| Return on loan stock investments | 326 | 395 | 727 |
| Bank deposit interest | 36 –––––––– |
38 –––––––– |
66 –––––––– |
| 362 –––––––– |
433 –––––––– |
793 –––––––– |
|
| 372 –––––––– |
433 –––––––– |
835 –––––––– |
|
| D shares | Unaudited | Unaudited | Audited |
| six months | six months | year | |
| ended | ended | ended | |
| 30 June | 30 June | 31 December | |
| 2011 | 2010 | 2010 | |
| £'000 | £'000 | £'000 | |
| Income recognised on investments held at fair value through profit or loss account |
|||
| Income from convertible bonds and discounted debt | 8 –––––––– |
– –––––––– |
– –––––––– |
| Income recognised on investments held at amortised cost | |||
| Return on loan stock investments | 37 | 1 | 16 |
| Bank deposit interest | 30 –––––––– |
35 –––––––– |
73 –––––––– |
| 67 | 36 | 89 | |
| –––––––– 75 |
–––––––– 36 |
–––––––– 89 |
|
| –––––––– | –––––––– | –––––––– |
All of the Company's income is derived from operations based in the United Kingdom.
Ordinary shares
| Unaudited six months ended 30 June 2011 £'000 |
Unaudited six months ended 30 June 2010 £'000 |
Audited year ended 31 December 2010 £'000 |
|
|---|---|---|---|
| Dividend of 4.0 pence per share paid on 4 May 2010 | – | 1,191 | 1,191 |
| Dividend of 4.0 pence per share paid on 30 September 2010 | – | – | 1,164 |
| Dividend of 2.5 pence per share paid on 31 May 2011 | 781 –––––––– |
– –––––––– |
– –––––––– |
| 781 –––––––– |
1,191 –––––––– |
2,355 –––––––– |
|
| D shares | |||
| Unaudited | Unaudited | Audited | |
| six months | six months | year | |
| ended | ended | ended | |
| 30 June | 30 June | 31 December | |
| 2011 | 2010 | 2010 | |
| £'000 | |||
| Dividend of 1.0 pence per D share paid on 30 September 2010 | – | – | 65 |
| Dividend of 1.25 pence per D share paid on 31 May 2011 | 78 | – | – |
| 78 | – | 65 | |
| £'000 –––––––– –––––––– |
£'000 –––––––– –––––––– |
–––––––– –––––––– |
The Directors have declared a dividend of 2.5 pence per Ordinary share (total approximately £775,000) and 1.25 pence per D share (total approximately £79,000), payable on 30 September 2011 to shareholders on the register as at 2 September 2011.
| Ordinary shares | Unaudited six months ended 30 June 2011 |
Unaudited six months ended 30 June 2010 |
Audited year ended 31 December 2010 |
|||
|---|---|---|---|---|---|---|
| Revenue | Capital | Revenue | Capital | Revenue | Capital | |
| Return attributable to | ||||||
| Ordinary shares (£'000) | 174 | 357 | 194 | 275 | 447 | 706 |
| Weighted average shares | ||||||
| in issue | 30,545,742 | 29,551,163 | 29,450,610 | |||
| Return per Ordinary share | ||||||
| (pence) | 0.60 | 1.20 | 0.70 | 0.90 | 1.50 | 2.40 |
| D shares | Unaudited | Unaudited | Audited | |||
| six months ended | six months ended | year ended | ||||
| 30 June 2011 | 30 June 2010 | 31 December 2010 | ||||
| Revenue | Capital | Revenue | Capital | Revenue | Capital | |
| Return/(loss) attributable to | ||||||
| D shares (£'000) | 27 | (36) | 14 | (26) | 14 | (44) |
| Weighted average shares | ||||||
| in issue | 6,336,572 | 3,683,788 | 5,193,933 | |||
| Return/(loss) per D share | ||||||
| (pence) | 0.40 | (0.60) | 0.40 | (0.70) | 0.30 | (0.90) |
There are no convertible instruments, derivatives or contingent share agreements in issue for Albion Development VCT PLC hence there are no dilution effects to the return per share. The basic return per share is therefore the same as the diluted return per share.
| Ordinary shares | Unaudited | Unaudited | Audited |
|---|---|---|---|
| 30 June | 30 June | 31 December | |
| 2011 | 2010 | 2010 | |
| £'000 | £'000 | £'000 | |
| Authorised 50,000,000 Ordinary shares of 50p each (30 June 2010 and 31 December 2010: 50,000,000) |
25,000 | 25,000 | 25,000 |
| Allotted, called-up and fully paid 34,244,164 Ordinary shares of 50p each |
|||
| (30 June 2010: 32,672,453; 31 December 2010: 32,439,999) | 17,122 | 16,336 | 16,220 |
| –––––––– | –––––––– | –––––––– |
31,000,468 Ordinary shares of 50p each (net of treasury shares) (30 June 2010: 29,405,866; 31 December 2010: 29,196,303)
Under the terms of the Dividend Reinvestment Scheme Circular dated 27 August 2008, the following Ordinary shares, of nominal value 50 pence were allotted:
| Mid-market price | ||||
|---|---|---|---|---|
| Date of allotment |
Number of shares issued |
Issue price (pence per share) |
on issue date (pence per share) |
Net proceeds £'000 |
| 31 May 2011 | 78,843 | 72.9 | 65.5 | 52 |
During the period from 1 January to 16 May 2011, the Company issued the following New Ordinary shares of nominal value 50 pence under the Albion VCTs Linked Top Up Offer (which has now closed):
| Mid-market price | |||||
|---|---|---|---|---|---|
| Date of | Number of | Issue price | on issue date | Net proceeds | |
| allotment | shares issued | (pence per share) | (pence per share) | £'000 | |
| 7 January 2011 | 816,370 | 80.10 | 64.00 | 619 | |
| 22 March 2011 | 811,163 | 80.10 | 60.50 | 615 | |
| 5 April 2011 | 533,103 | 80.10 | 61.50 | 404 | |
| 16 May 2011 | 47,058 | 77.10 | 65.50 | 34 |
During the period to 30 June 2011 the Company purchased 482,372 Ordinary shares for cancellation at a cost of £305,000 representing 1.4 per cent. of the shares in issue as at 1 January 2011.
The total number of Ordinary shares held in treasury as at 30 June 2011 was 3,243,696 (30 June 2010: 3,266,587; 31 December 2010: 3,243,696) representing 9.4 per cent. of the shares in issue as at 1 January 2011.
| D shares | Unaudited 30 June 2011 £'000 |
Unaudited 30 June 2010 £'000 |
Audited 31 December 2010 £'000 |
|---|---|---|---|
| Authorised 40,000,000 D shares of 50p each (30 June 2010 and 31 December 2010: 40,000,000) |
20,000 | 20,000 | 20,000 |
| Allotted, called-up and fully paid 6,343,706 D shares of 50p each (30 June 2010 and 31 December 2010: 6,335,155) |
3,172 –––––––– |
3,168 –––––––– |
3,168 –––––––– |
6,343,706 D shares of 50p each (30 June 2010 and 31 December 2010: 6,335,155)
Under the terms of the Dividend Reinvestment Scheme Circular dated 5 April 2011, the following Ordinary shares, of nominal value 50 pence were allotted:
| Mid-market price | |||||
|---|---|---|---|---|---|
| Date of allotment |
Number of shares issued |
Issue price (pence per share) |
on issue date (pence per share) |
Net proceeds £'000 |
|
| 31 May 2011 | 8,551 | 91.75 | 94.0 | 6 |
The Company does not hold any D shares in treasury as at 30 June 2011.
8. Reconciliation of revenue return on ordinary activities before taxation to net cash flow from operating activities
| Combined | Unaudited | Unaudited | Audited |
|---|---|---|---|
| six months | six months | year | |
| ended | ended | ended | |
| 30 June | 30 June | 31 December | |
| 2011 | 2010 | 2010 | |
| £'000 | £'000 | £'000 | |
| Revenue return on ordinary activities before tax Investment management fee charged to capital Movement in accrued amortised loan stock interest (Increase)/decrease in operating debtors Increase in operating creditors Net cash flow from operating activities |
261 (239) (35) (535) 481 –––––––– (67) |
276 (218) (47) (1) 13 –––––––– 23 |
543 (457) (44) 22 17 –––––––– 81 |
| Ordinary shares | –––––––– | –––––––– | –––––––– |
| Unaudited | Unaudited | Audited | |
| six months | six months | year | |
| ended | ended | ended | |
| 30 June | 30 June | 31 December | |
| 2011 | 2010 | 2010 | |
| £'000 | £'000 | £'000 | |
| Revenue return on ordinary activities before tax Investment management fee charged to capital Movement in accrued amortised loan stock interest (Increase)/decrease in operating debtors (Decrease) in operating creditors Net cash flow from operating activities |
227 (190) (33) (524) (21) –––––––– (541) –––––––– |
257 (187) (46) 4 (23) –––––––– 5 –––––––– |
525 (376) (43) 26 (31) –––––––– 101 –––––––– |
| D shares | Unaudited | Unaudited | Audited |
| six months | six months | year | |
| ended | ended | ended | |
| 30 June | 30 June | 31 December | |
| 2011 | 2010 | 2010 | |
| £'000 | £'000 | £'000 | |
| Revenue return on ordinary activities before tax Investment management fee charged to capital Movement in accrued amortised loan stock interest (Increase) in operating debtors Increase in operating creditors Net cash flow from operating activities |
34 (49) (2) (11) 502 –––––––– 474 –––––––– |
19 (31) (1) (5) 36 –––––––– 18 –––––––– |
18 (81) (1) (4) 48 –––––––– (20) –––––––– |
9. Analysis of change in cash during the period
| Combined | Unaudited six months ended 30 June 2011 |
Unaudited six months ended 30 June 2010 |
Audited year ended 31 December 2010 |
|---|---|---|---|
| £'000 | £'000 | £'000 | |
| Beginning of the period | 8,512 | 5,908 | 5,908 |
| Net cash flow | 51 –––––––– |
3,881 –––––––– |
2,604 –––––––– |
| End of the period | 8,563 –––––––– |
9,789 –––––––– |
8,512 –––––––– |
| Ordinary shares | Unaudited | Unaudited | Audited |
| six months | six months | year | |
| ended | ended | ended | |
| 30 June 2011 |
30 June 2010 |
31 December 2010 |
|
| £'000 | £'000 | £'000 | |
| Beginning of the period | 4,227 | 4,709 | 4,709 |
| Net cash flow | 798 –––––––– |
(670) –––––––– |
(482) –––––––– |
| End of the period | 5,025 –––––––– |
4,039 –––––––– |
4,227 –––––––– |
| D shares | Unaudited | Unaudited | Audited |
| six months | six months | year | |
| ended | ended | ended | |
| 30 June | 30 June | 31 December | |
| 2011 £'000 |
2010 £'000 |
2010 £'000 |
|
| Beginning of the period | 4,285 | 1,199 | 1,199 |
| Net cash flow | (747) –––––––– |
4,551 –––––––– |
3,086 –––––––– |
| End of the period | 3,538 –––––––– |
5,750 –––––––– |
4,285 –––––––– |
Since 30 June 2011, the Company has completed the following material transactions:
The Manager, Albion Ventures LLP, is considered to be a related party by virtue of the fact that it is party to a management agreement with the Company. During the period, services of a total value of £319,000 (six months ended 30 June 2010: £290,000; year ended 31 December 2010: £609,000), were purchased by the Company from Albion Ventures LLP. At the financial period end, the amount due to Albion Ventures LLP in respect of these services was £163,000 (30 June 2010: £160,000; 31 December 2010: £160,000).
Albion Ventures LLP holds 331 fractional entitlement shares of the Company as a result of the conversion of C shares to Ordinary shares in March 2007. These shares will be sold for the benefit of the Company at a future date.
Albion Ventures LLP also holds 14,000 Ordinary shares as a result of the failure of an original subscriber to pay cleared funds on initial subscription.
The Board's assessment of liquidity risk remains unchanged since the last Annual Report and Financial Statements for the year ended 31 December 2010, and is detailed on page 28 of those accounts. The Company has adequate cash and liquid resources. The portfolio of investments is diversified in terms of sector, and the major cash outflows of the Company (namely investments, dividends and share buy-backs) are within the Company's control. Accordingly, after making diligent enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, the Directors have adopted the going concern basis in preparing this Half-yearly Financial Report and this is in accordance with 'Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009' published by the Financial Reporting Council.
The information set out in this Half-yearly Financial Report does not constitute the Company's statutory accounts within the terms of section 434 of the Companies Act 2006 for the periods ended 30 June 2011 and 30 June 2010, and is unaudited. The information for the year ended 31 December 2010 does not constitute statutory accounts within the terms of section 434 of the Companies Act 2006 but is derived from the audited statutory accounts for the financial year, which were unqualified and which have been delivered to the Registrar of Companies.
This Half-yearly Financial Report is being sent to shareholders and copies will be made available to the public at the registered office of the Company, Companies House, the National Storage Mechanism and also electronically at www.albion-ventures.co.uk under the 'Our Funds' section.
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