Registration Form • Nov 29, 2016
Registration Form
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Albion Development VCT PLC Albion Enterprise VCT PLC Albion Technology & General VCT PLC Albion Venture Capital Trust PLC Crown Place VCT PLC Kings Arms Yard VCT PLC
REGISTRATION DOCUMENT
29 November 2016
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT OR AS TO WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE "FSMA").
THIS DOCUMENT CONSTITUTES A REGISTRATION DOCUMENT (THE "REGISTRATION DOCUMENT") ISSUED BY ALBION DEVELOPMENT VCT PLC, ALBION ENTERPRISE VCT PLC, ALBION TECHNOLOGY & GENERAL VCT PLC, ALBION VENTURE CAPITAL TRUST PLC, CROWN PLACE VCT PLC AND KINGS ARMS YARD VCT PLC (THE "COMPANIES"). ADDITIONAL INFORMATION RELATING TO THE COMPANIES IS CONTAINED IN A SECURITIES NOTE ISSUED BY THE COMPANIES (THE "SECURITIES NOTE"). THIS REGISTRATION DOCUMENT, THE SECURITIES NOTE AND A SUMMARY (THE "SUMMARY") HAVE BEEN PREPARED IN ACCORDANCE WITH THE PROSPECTUS RULES MADE UNDER FSMA AND HAVE BEEN APPROVED BY THE FINANCIAL CONDUCT AUTHORITY (THE "FCA") IN ACCORDANCE WITH FSMA AND CONSTITUTE A PROSPECTUS ISSUED BY THE COMPANIES DATED 29 NOVEMBER 2016. THE PROSPECTUS HAS BEEN FILED WITH THE FCA IN ACCORDANCE WITH THE PROSPECTUS RULES AND YOU ARE ADVISED TO READ THE PROSPECTUS IN FULL.
THIS DOCUMENT HAS BEEN PREPARED FOR THE PURPOSES OF COMPLYING WITH THE PROSPECTUS DIRECTIVE, ENGLISH LAW AND THE RULES OF THE UK LISTING AUTHORITY (THE "UKLA") AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD BE DISCLOSED IF THIS DOCUMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF A JURISDICTION OUTSIDE ENGLAND.
Each Company and the Directors of each of the Companies (whose names are set out on page 118) accept responsibility for the information contained in the Registration Document. To the best of the knowledge of each Company and its Directors (who have taken all reasonable care to ensure that such is the case) the information contained in the Registration Document is in accordance with the facts and does not omit anything likely to affect the import of such information.
(Incorporated in England and Wales with registered number 03654040)
(Incorporated in England and Wales with registered number 05990732)
(Incorporated in England and Wales with registered number 04114310)
(Incorporated in England and Wales with registered number 03142609)
(Incorporated in England and Wales with registered number 03495287)
(Incorporated in England and Wales with registered number 03139019)
Each Company's existing Shares are listed on the premium segment of the Official List of the UKLA and traded on the London Stock Exchange's main market for listed securities.
Copies of this Registration Document, the Securities Note and the Summary (and any supplementary prospectus published by the relevant Company or Companies) are available free of charge from the offices of the Companies' investment manager, Albion Ventures LLP, 1 King's Arms Yard, London EC2R 7AF and on the "Investor Centre" page of Albion Ventures LLP's website: www.albion-ventures.co.uk.
The Companies' Shares have not been, nor will they be, registered in the United States under the United States Securities Act of 1933, as amended, (Securities Act) or under the securities laws of Canada, Australia, Japan or South Africa (each a Restricted Territory) and they may not be offered or sold directly or indirectly within the United States or any of the Restricted Territories or to, or for the account or benefit of, US Persons (as defined in Regulation S made under the Securities Act) or any national, citizen or resident of the United States or any of the Restricted Territories. No offer of the Companies' Shares has been, nor will be, made, directly or indirectly, in or into the United States or any of the Restricted Territories or in any other jurisdiction where to do so would be unlawful. The distribution of this document in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any of those restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities law of any such jurisdiction. Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation to forward this document should read the paragraph entitled "Overseas Investors" on page 113 of this Registration Document before taking any action.
YOUR ATTENTION IS DRAWN TO THE RISK FACTORS ON PAGES 6, 7 AND 8. AN INVESTMENT IN THE COMPANIES IS ONLY SUITABLE FOR INVESTORS WHO ARE CAPABLE OF EVALUATING THE RISKS AND MERITS OF SUCH AN INVESTMENT AND HAVE SUFFICIENT RESOURCES TO BEAR ANY LOSS THAT MAY ARISE.
| Risk Factors | 6 |
|---|---|
| Part I: The Directors and the Manager | 9 |
| Part II: Investment Policies of the Companies | 30 |
| Part III: Financial Information on the Companies | 38 |
| Part IV: Portfolio Information | 53 |
| Part V: General Information | 62 |
| Section A: Albion Development VCT - General Information | 62 |
| Section B: Albion Enterprise VCT - General Information | 69 |
| Section C: Albion Technology & General VCT - General Information | 77 |
| Section D: Albion Venture Capital Trust - General Information | 84 |
| Section E: Crown Place VCT - General Information | 91 |
| Section F: Kings Arms Yard VCT - General Information | 98 |
| Section G: General Information on the Companies | 105 |
| Part VI: Definitions | 115 |
| Directors, Manager and Advisers | 118 |
The following are those risk factors which are material to each Company and of which each Company's respective Directors are aware. Material risk factors relating to the Shares are contained in the Securities Note. Additional factors which are not presently known to the Directors, or that the Directors currently deem immaterial, may also have an effect on their respective Company's business, financial condition or results of operations.
It can take a period of years for the underlying value or quality of the businesses of smaller companies, such as those in which the Companies invest, to be fully reflected in their market values and their market values are often also materially affected by general market sentiment, which can be negative for prolonged periods.
Technology related risks are likely to be greater in early, rather than later, stage technology investments, including the risks of the technology not becoming generally accepted by the market or the obsolescence of the technology concerned, often due to greater financial resources being available to competing companies.
The Directors of each Company are responsible for the determination of the Company's investment objective and policy and have overall responsibility for the Company's activities including the review of investment activity and performance.
The Directors, in conjunction with the Manager, are determined to maintain the VCT status of their respective Company and in this regard recognise its critical importance to existing and potential Shareholders. Each Board has put in place procedures designed to ensure that VCT status is maintained and monitor this closely through the provision of regular reports from the Manager and the VCT Tax Status Adviser on the status of the relevant Company against the various tests that it must meet to maintain its VCT status.
Each Board is also responsible for monitoring and managing the controllable risks to profits and assets in its respective Company. They have each established an ongoing formal process to ensure that risk exposure is reviewed regularly. As part of this regular review, each Board assesses its service providers with the Manager in order to discuss their performances against expectations as well as to improve both service standards and value for money.
The Directors, all of whom are non-executive and independent of the Manager with the exception of Patrick Reeve, the Managing Partner of Albion Ventures, who sits on the boards of Albion Development VCT, Albion Enterprise VCT and Albion Technology & General VCT, together have relevant experience of similar investment funds, regulatory organisations, corporate governance of listed companies, the private equity industry and investee companies. There is no conflict of interest between a Company, the duties of its Directors and their interests, save in respect of Patrick Reeve, who is a director of Albion Development VCT, Albion Enterprise VCT, Albion Technology & General VCT and a member and Managing Partner of the Manager and is, therefore, interested in those contracts with the Companies referred to in paragraphs 4 in each of Sections A, B, and C in Part V below.
The Listing Rules require premium-listed companies, such as each Company, to include in their annual report and accounts a statement of how they apply the principles of good corporate governance set out in the UK Corporate Governance Code and whether or not they have complied with the best practice provisions set out in the UK Corporate Governance Code throughout their accounting period. Where any of the provisions have not been complied with, the relevant company must state the provisions in question, the period within which noncompliance occurred and the reasons for non-compliance.
Each Company is a member of the Association of Investment Companies and as such the AIC Code, which complements the UK Corporate Governance Code and provides a framework of best practice for investment companies, including VCTs, applies to it. The Financial Reporting Council has confirmed that, by following the AIC Corporate Governance Guide for Investment Companies (which was produced in conjunction with the AIC Code in February 2015) (the "AIC Guide"), VCT boards should fully meet their obligations in relation to the UK Corporate Governance Code and paragraph 9.8.6 of the Listing Rules.
The AIC Code provides that, to give greater transparency to investors, it should be best practice for members to state in their annual report whether they are adhering to the principles and following the recommendations contained in the AIC Code and if not, to explain why and, where appropriate, to detail the steps they intend to take to bring themselves into compliance in the future. AIC member companies may also make a statement that, by reporting against the AIC Code and by following the AIC Guide, they are meeting their obligations under the UK Corporate Governance Code (and associated disclosure requirements under paragraph 9.8.6 of the Listing Rules) and as such do not need to report further on issues contained in the UK Corporate Governance Code which are irrelevant to them (as explained in the AIC Guide).
Geoffrey Vero has spent much of his career in venture capital, serving as a director of Causeway Capital Limited and ABN Amro Private Equity (UK) Limited which invested in small and medium sized unquoted businesses. He is a non-executive Chairman of EPE Special Opportunities PLC and a non-executive director of Numis Corporation PLC, where he chairs the Audit and Risk Committee.
Jonathan Thornton has extensive experience in the management of unquoted investments. He was a director of Close Brothers Group plc from 1984 to 1998 and was responsible for establishing Close Brothers Private Equity LLP (now CBPE Capital), the private equity fund management arm of Close Brothers Group plc. Prior to this he worked for 3i plc and Cinven. Over the past 25 years he has been a non-executive director of a number of smaller unquoted companies which have raised institutional capital and he is an external member of the Manager's investment committee.
Andy Phillipps co-founded Active Hotels, an online hotels reservation business in 1999. As chief executive, he grew the business to become a European market leader, before selling it to Priceline Inc. for US\$161 million in 2004. He was retained to run Priceline's international operations until 2006. He subsequently bought into, and was chairman of the online restaurant booking company, Toptable, which was successfully sold to Opentable in Q4 2010 for US\$55 million. He is currently an investor and director of a number of private companies, including Reevoo.com. He also lectures in entrepreneurship at INSEAD and London Business School. Andy Phillipps has indicated his intention to step down from the Board during 2017. A suitable replacement will be appointed and shareholders will be notified, at that time.
Patrick Reeve qualified as a chartered accountant before joining Cazenove & Co where he spent three years in the corporate finance department. He joined Close Brothers Group in 1989, working in both the development capital and corporate finance divisions before founding the venture capital division in 1996. He led the buy-out of this business from Close Brothers in 2009, and re-named it Albion Ventures. He is the managing partner of Albion Ventures, is a director of Albion Enterprise VCT and Albion Technology & General VCT, which are managed by Albion Ventures, and is chief executive of Albion Community Power PLC. He is a member of the Audit Committee of University College London, a director of the Association of Investment Companies and is on the Council of the British Venture Capital Association.
R&A Trust Company (No. 2) Limited
The Directors of Albion Development VCT are currently or have been within the last five years, a member of the administrative, management or supervisory bodies or partners of the companies and partnerships mentioned below:
Current directorships/partnerships Past directorships/partnerships (five years) Albion Development VCT Aurelia Skincare Limited EPE Special Opportunities PLC Govern Finance Limited Lt Dougie Dalzell MC Memorial Trust Numis Corporation PLC Nomina No 206 LLP R&A Trust Company (No. 1) Limited
Albion Development VCT Ibex Capital Trustee Limited Ibex (U.K.) International Limited Ibex International Associates Limited Jonathan Thornton Limited Westwood Lodge (Grafham) Management Limited
| Current directorships/partnerships | Past directorships/partnerships (five years) |
|---|---|
| Albion Development VCT | Howzat Junior LLP |
| BH Yardley Limited | i2O Water Limited |
| Greentraveller Limited | Leanworks Limited |
| Reevoo Limited | |
| Sandcroft Avenue Limited | |
| Victoria Investments Bidco Limited | |
| IQ Capital Founder Partnership II LP | |
| Current directorships/partnerships | Past directorships/partnerships (five years) |
|---|---|
| ACC Management Services Limited ACP I Shareco Limited Albion Development VCT Albion Community Power PLC Albion Enterprise VCT Albion GP 2 Limited Albion Technology & General VCT Albion Ventures LLP AVL Group Limited Bamboo Investments Limited (in members' voluntary liquidation) Bamboo Investments (no.2) Limited (in members' voluntary liquidation) C Ventures Limited Ferard-Reeve Publishing Limited Healthcare & Leisure Property Limited OLIM Limited Radnor Charitable Trust The Association of Investment Companies Limited |
Albion Income & Growth VCT PLC (dissolved) Albion Prime VCT PLC (dissolved) Evolutions Group Limited (dissolved)* Opta Sports Data Limited UCL Business PLC |
| The British Private Equity and Venture Capital Association UTF Albion Member Limited UTF Albion Member 2 Limited Ywastefood Limited |
|
* Voluntarily struck off the Register of Companies at Companies House
The Board of Albion Development VCT consists solely of non-executive directors of whom Geoffrey Vero is Chairman and Jonathan Thornton is the Senior Independent Director. All of the Albion Development VCT Directors, other than Patrick Reeve who is the Managing Partner of the Manager, are considered by the Board of Albion Development VCT to be independent of the Manager. Jonathan Thornton is an external member of the Manager's Investment Committee. The Board does not consider that a Director's tenure reduces his/her ability to act independently.
By reporting against the AIC Code and by following the AIC Guide, as at the date of this document Albion Development VCT complies with its obligations under the UK Corporate Governance Code.
In view of the requirement in Albion Development VCT's articles of association that all Directors retire by rotation, the Board of Albion Development VCT considers that it is not appropriate for the Directors to be appointed for a specified term as recommended by principle 3 of the AIC Code and provision B.2.3 of the UK Corporate Governance Code. The Board of Albion Development VCT has agreed that each Director will retire and, if appropriate, seek re-election annually after serving on the Board for more than nine years. Patrick Reeve is subject to annual re-election as he is not considered to be an independent director.
The Board of Albion Development VCT has delegated certain responsibilities and functions to the audit committee, the remuneration committee and the nomination committee.
The audit committee, chaired by Jonathan Thornton, operates within clearly defined terms of reference and comprises all the Albion Development VCT Directors other than Patrick Reeve. The duties of the audit committee include reviewing the annual and interim accounts, the system of internal controls, the terms of appointment of the auditors together with their remuneration, and ensuring that auditor objectivity and independence is safeguarded in the provision of non-audit services by the auditors. It also provides a forum through which the auditors may report to the Board of Albion Development VCT and meets at least twice yearly.
The remuneration committee, chaired by Jonathan Thornton, comprises all of the Albion Development VCT Directors and reviews the Directors' responsibilities and salaries against the market as required.
The nomination committee, chaired by Geoffrey Vero, comprises all the Albion Development VCT Directors other than Patrick Reeve and is convened for the purpose of considering the appointment of additional directors as and when considered appropriate. In considering appointments to the Board of Albion Development VCT, the nomination committee takes into account the ongoing requirements of Albion Development VCT and the need to have a balance of skills, experience and knowledge within its Board, together with diversity of experience and approach.
Maxwell Packe is also chairman of Kelvin Hughes Limited. Since 1996 he has been chairman of a number of private equity-backed companies with successful trade sales, including Crestacare PLC, Corgi Classics Limited and Paragon Book Services Limited. Previously he was founder and chief executive of Household Mortgage Corporation PLC from 1986 until its sale in 1994 to Abbey National Plc.
Lord St. John of Bletso qualified as a solicitor in South Africa. He was a consultant to Merrill Lynch until November 2008 after nine years in equity sales/research at Smith New Court. He is chairman of Integrated Diagnostic Holdings PLC and Global Resources Investment Trust and is non-executive Chairman of Strand Hanson Limited. He is on the Advisory Boards of Silicon Valley Bank, Milio International and Betway. He has been a Crossbench Member of the House of Lords since 1979 and an extra Lord-in-Waiting to HM The Queen since 1998.
Lady Balfour of Burleigh is a non-executive director of The Scottish Oriental Smaller Companies Trust plc. She was formerly chairman of the Nuclear Liabilities Financing Assurance Board and the Nuclear Liabilities Fund and a director of Cable and Wireless plc, Midlands Electricity plc, WH Smith plc, Stagecoach Group plc, Murray International Trust plc and other companies.
See Albion Development VCT
The Directors of Albion Enterprise VCT are currently or have been within the last five years, a member of the administrative, management or supervisory bodies or partners of the companies and partnerships mentioned below:
| Current directorships/partnerships | Past directorships/partnerships (five years) |
|---|---|
| Albion Enterprise VCT KH Holdco Limited |
Chartco Limited Vealnamco (123) Limited (dissolved) Vibrant Energy Surveys Limited (dissolved)* |
| * Voluntarily struck off the Register of Companies at Companies House | |
| Lord St John of Bletso | |
| Current directorships/partnerships | Past directorships/partnerships (five years) |
| African Business Solutions Limited | Afrika Tikkun UK |
| Albion Enterprise VCT | Alexandra Rose Charities Limited |
| Christel House Europe | Carbondesk Group PLC |
| Estate & General (IOM) Limited | Obtala Services Limited |
| Global Resources Investment Trust Plc | Pharmasys Limited |
| GRIT ZDP Limited | |
| Hunter Gibson LLP | |
| Integrated Diagnostic Holdings Plc | |
| Rados International Services Limited | |
| Strand Hanson Limited |
| Lady Balfour of Burleigh | |
|---|---|
| Current directorships/partnerships | Past directorships/partnerships (five years) |
| Albion Enterprise VCT | Murray International Trust PLC |
| Craigmentoy LLP | Nuclear Liabilities Fund Limited |
| NDA Archives Limited | |
| The Scottish Oriental Smaller Companies Trust Plc | |
| Patrick Reeve | |
| Current directorships/partnerships | Past directorships/partnerships (five years) |
See Albion Development VCT
The Board of Albion Enterprise VCT consists solely of non-executive directors of whom Maxwell Packe is Chairman and Lord St. John of Bletso is the Senior Independent Director. All of the Albion Enterprise VCT Directors, other than Patrick Reeve who is the Managing Partner of the Manager, are considered by the Board of Albion Enterprise VCT to be independent of the Manager and the Board does not consider that a Director's tenure reduces his/her ability to act independently.
By reporting against the AIC Code and by following the AIC Guide, as at the date of this document Albion Enterprise VCT complies with its obligations under the UK Corporate Governance Code.
In view of the requirement in Albion Enterprise VCT's articles of association that all Directors retire by rotation, the Board of Albion Enterprise VCT considers that it is not appropriate for the Directors to be appointed for a specified term as recommended by principle 3 of the AIC Code and provision B.2.3 of the UK Corporate Governance Code. Patrick Reeve is subject to annual re-election as he is not considered to be an independent director.
The Board of Albion Enterprise VCT has delegated certain responsibilities and functions to the audit committee, the remuneration committee and the nomination committee.
The audit committee, chaired by Lord St. John of Bletso, operates within clearly defined terms of reference and comprises all the Albion Enterprise VCT Directors, other than Patrick Reeve. The duties of the audit committee include reviewing the annual and interim accounts, the system of internal controls, the terms of appointment of the auditors together with their remuneration, and ensuring that auditor objectivity and independence is safeguarded in the provision of non-audit services by the auditors. It also provides a forum through which the auditors may report to the Board of Albion Enterprise VCT and meets at least twice yearly.
The remuneration committee, chaired by Lady Balfour of Burleigh, comprises all the Albion Enterprise VCT Directors and reviews the Directors' responsibilities and salaries against the market as required.
The nomination committee, chaired by Maxwell Packe, comprises all the Albion Enterprise VCT Directors, other than Patrick Reeve, and is convened for the purpose of considering the appointment of additional directors as and when considered appropriate. In considering appointments to the Board of Albion Enterprise VCT, the nomination committee takes into account the ongoing requirements of Albion Enterprise VCT and the need to have a balance of skills, knowledge, experience and diversity within its Board.
Dr Neil Cross has extensive experience in private equity and corporate governance. He was formerly an executive director of 3i Group plc from 1989 to 1996, having spent 27 years in a variety of investment and management roles, latterly in charge of the group's international operations. He is a past chairman of the European Venture Capital Association. He has also been a non-executive director of a number of listed and private companies and is presently a non-executive director of Caliburn Absolute Strategies SPC.
Modwenna Rees-Mogg, following an early career as a corporate financier at Kleinwort Benson Limited, founded the online media and live events business AngelNews in 2003, which is focused on the early stage investment market, with a special focus on private investors. The company's activities include The VCT & EIS Investor Forum and The Great British Private Investor Summit. She is the author of "Dragons or Angels" and "Crowdfunding" books on angel investing and crowd funding respectively. She is a non-executive director of Asset Match Ltd and Visiting Fellow at the Bettany Centre for Entrepreneurship at Cranfield University.
Robin Archibald qualified as a chartered accountant with Touche Ross in Glasgow in 1983, before transferring with Touche Ross to London where he worked in the corporate finance department. Since 1986, he has worked in corporate finance and corporate broking roles, including for Samuel Montagu, SG Warburg Securities, NatWest Wood Mackenzie and Intelli Corporate Finance. He was a director of Winterflood Investment Trusts until May 2014, where he was head of corporate finance and broking from August 2004 until August 2013. Since the early nineties, he has concentrated on advising and managing transactions in the UK closed-ended funds sector and has gained a wide experience in fund raising, reorganisations and restructurings for all types of listed funds. He is currently a director of Ediston Property Investment Company PLC, Capital Gearing Trust plc and Henderson European Focus Trust plc, as well as being chairman of The Stewart Ivory Financial Education Trust, an educational charity, and provides corporate finance advice through Stockbridge Advisers, a corporate finance boutique.
Mary Anne Cordeiro worked at Goldman Sachs International Limited, first in the mergers and acquisitions department and subsequently in the Financial Institutions Group from 1986 to 1992. She worked in similar roles in corporate finance at Bankers Trust Company and Paribas, and was also co-head of Paribas' Financial Institutions Group, before leaving to found her own business in the finance sector in 1998. More recently, she has applied her scientific and financial strategy expertise to the commercialisation of innovation and to funding growth of early stage companies. She currently advises a number of medical technology businesses and has helped develop strategies to bring new products and services to market. She is also a member of the Development Board of the University of Oxford's Department of Chemistry and joined the Life Sciences Advisory Board of Mercia Technologies PLC in January 2016.
See Albion Development VCT
The Directors of Albion Technology & General VCT are currently or have been within the last five years, a member of the administrative, management or supervisory bodies or partners of the companies and partnerships mentioned below:
| Current directorships/partnerships | Past directorships/partnerships (five years) |
|---|---|
| Albion Technology & General VCT Caliburn Absolute Strategies SPC Caliburn Special Situations Master Limited The Bayard Fund The Caliburn Fund The Mary Kinross Charitable Trust |
Alliance Unichem Pension Trustee Limited (dissolved) Bernard Matthews UK Pension Fund BMT Group Limited Caliburn Cayman Limited Caliburn Offshore Limited Caliburn Special Solutions Limited UniChem Limited (formerly Alliance UniChem Pension Trustee Limited) |
| * Voluntarily struck off the Register of Companies at Companies House | |
| Modwenna Rees-Mogg | |
| Current directorships/partnerships | Past directorships/partnerships (five years) |
| Albion Technology & General VCT Asset Match Limited TMRM Limited The Pluralists Club Ltd Wheatfromchaff Limited |
Albion Prime VCT PLC (dissolved) The Shortlist Company Limited (dissolved) UK Business Angels Association |
| * Voluntarily struck off the Register of Companies at Companies House | |
| Robin Archibald | |
| Current directorships/partnerships | Past directorships/partnerships (five years) |
| Albion Technology & General VCT Capital Gearing Trust PLC Ediston Property Investment Company PLC EPIC (No. 1) Limited Henderson European Focus Trust PLC Stockbridge Advisers Limited |
Albion Income & Growth VCT Plc (dissolved)* |
| * Voluntarily struck off the Register of Companies at Companies House | |
| Mary Anne Cordeiro | |
| Current directorships/partnerships | Past directorships/partnerships (five years) |
| Albion Technology & General VCT Balletboyz Limited Deccan Heritage Foundation Limited Ecosplint Limited Holland Park Gardens (Management) Company Limited Science to Business Limited |
Albion Income & Growth VCT PLC (dissolved)* Flexycast Limited Myoton Limited |
* Voluntarily struck off the Register of Companies at Companies House
Patrick Reeve
Current directorships/partnerships Past directorships/partnerships (five years)
See Albion Development VCT
The Board of Albion Technology & General VCT consists solely of non-executive directors. Dr. Neil Cross is Chairman. All of the Directors, other than Patrick Reeve who is the Managing Partner of the Manager, are considered by the Board of Albion Technology & General VCT to be independent of the Manager and the Board does not consider that a Director's tenure reduces his/her ability to act independently.
By reporting against the AIC Code and by following the AIC Guide, as at the date of this document Albion Technology & General VCT complies with its obligations under the UK Corporate Governance Code.
In view of the requirement in Albion Technology & General VCT's articles of association that all Directors retire by rotation, the Board of Albion Technology & General considers that it is not appropriate for the Directors to be appointed for a specified term as recommended by principle 3 of the AIC Code and provision B.2.3 of the UK Corporate Governance Code. Patrick Reeve is subject to annual re-election as he is not considered to be an independent director.
The Board of Albion Technology & General VCT has delegated certain responsibilities and functions to the audit committee, the remuneration committee and the nomination committee.
The audit committee, chaired by Robin Archibald, operates within clearly defined terms of reference and comprises all the Albion Technology & General VCT Directors other than Patrick Reeve. The duties of the audit committee include reviewing the annual and interim accounts, the system of internal controls, the terms of appointment of the auditors together with their remuneration, and ensuring that auditor objectivity and independence is safeguarded in the provision of non-audit services by the auditors. It also provides a forum through which the auditors may report to the Board of Albion Technology & General VCT and meets at least twice yearly.
The remuneration committee, chaired by Modwenna Rees-Mogg, comprises all the Albion Technology & General VCT Directors, other than Patrick Reeve, and reviews the Directors' responsibilities and salaries against the market as required.
The nomination committee, chaired by Dr Neil Cross, comprises all the Albion Technology & General VCT Directors, other than Patrick Reeve, and is convened for the purpose of considering the appointment of additional directors as and when considered appropriate. In considering appointments to the Board of Albion Technology & General VCT, the nomination committee takes into account the ongoing requirements of Albion Technology & General VCT and the need to have a balance of skills, experience and knowledge within its Board, together with diversity of experience and approach.
David Watkins worked for Goldman Sachs from 1972 until 1991 where he was head of Euromarkets Syndication and Head of European Real Estate. He subsequently joined Mountleigh Group PLC where he worked as a director on the restructuring of the business prior to the Group being placed into administration. After a period operating his own corporate finance business, he joined Baring Securities in 1994 as Head of Equity Capital Markets - London, before leaving in mid-1995 when the company went into administration to become Chief Financial Officer and one of the principal shareholders of The Distinguished Programs Group LLC, an insurance distribution and underwriting group. At the end of 2012 he sold his shares in The Distinguished Programs Group LLC but remains Vice Chairman. From 1986 to 1990, he was a member of the Council of the London Stock Exchange.
John Kerr has worked as a venture capitalist and also in manufacturing and service industries. He held a number of finance and general management posts in the UK and USA, before joining SUMIT Equity Ventures, an independent Midlands based venture capital company, where he was managing director from 1985 to 1992. He then became chief executive of Price & Pierce Limited, which acted as the UK agent for overseas producers of forestry products, before leaving in 1997 to become finance director of Ambion Brick, a building materials company bought out from Ibstock PLC. After retiring in 2002, he now works as a consultant. He is an external member of the Manager's investment committee.
Ebbe Dinesen qualified as a chartered accountant in Denmark before working in senior positions in Danish industry. In 1985 he came to the United Kingdom and became CEO of Carlsberg UK in 1987. He later became CEO of Carlsberg-Tetley PLC (now Carlsberg UK) and became executive chairman of that company in 2001. He stepped down in 2006. He was chairman of the British Brewers from 2002 to 2006. Ebbe Dinesen was Danish vice-consul for The Midlands from 1987 to 2006. In 2000 he was knighted by the Queen of Denmark.
Jeff Warren has 30 years' financial management experience, including high level corporate governance and regulatory environment experience. In 1992 he resigned as Finance Director of Mountleigh Group PLC, which was subsequently placed into administration, and joined Bristol & West Building Society as CFO. Following the acquisition of Bristol & West by Bank of Ireland, he continued as Finance Director until he was promoted to CEO of Bristol & West PLC in 1999, and subsequently also took responsibility for the Bank of Ireland UK Branch network. In 2003 he moved to take on a role at Group level in Dublin, as Group Chief Development Officer, reporting to the Bank of Ireland CEO. In 2004 he returned to the UK and has since held a number of non-executive roles, including 4 months as a non-executive Director of Courts Plc until that company was placed into administration in December 2004.
The Directors of Albion Venture Capital Trust are currently or have been within the last five years, a member of the administrative, management or supervisory bodies or partners of the companies and partnerships mentioned below:
| Current directorships/partnerships | Past directorships/partnerships (five years) |
|---|---|
| Albion Venture Capital Trust | A Winter Developments Limited |
| The Distinguished Programs Group LLC | Abbeymajor Limited (dissolved)* |
| Resource Pro LLC | AD McVey Developments Limited (dissolved)* |
| Saranac Insurance Company Limited | Alan Goldfinch Developments Limited |
| Anderson (Gillian) Developments Limited | |
| Anderson (Gordon) Developments Limited | |
| Andrew & Joan Quinlan Developments Limited | |
| Annette Crane Developments Limited | |
| Antiquary Developments Limited | |
| Askes Developments Limited | |
| Aubrey Developments Limited | |
| Barga Developments Limited | |
| Brico Developments Limited | |
| BWC Malson Developments Limited (dissolved)* | |
| C.P. Cotterill Developments Limited (dissolved)* | |
| Catherine Hitchcock Developments Limited (dissolved)* | |
| CB Casbolt Developments Limited | |
| Cedar Developments (CGT) Limited | |
| CGT Developments Limited | |
| CGT Developments II Limited | |
| CGT Developments XII Limited (dissolved)* | |
| CGT Developments XIV Limited CGT Developments XV Limited |
|
| CGT Developments XXVII Limited | |
| Chalwaye Property Developments Limited | |
| Cleebronn Developments Limited (dissolved)* | |
| Cleobury Developments Limited | |
| Cobra Bournemouth Developments Limited | |
| Colyer Developments Limited | |
| Croy Road Developments Limited | |
| Dak Developments Limited (dissolved)* | |
| DJ & EM Rooke Property Developments Limited (dissolved)* | |
| Doreen Hanna Developments Limited (dissolved)* | |
| E.E. Wilcox First Developments Limited (dissolved)* | |
| E.J. Drake Developments Limited (dissolved)* | |
| Effie Developments Limited | |
| Forbes Andrew Developments Limited | |
| Frances Scorah Developments Limited | |
| G. Muirhead Developments Limited (dissolved)* | |
| George Bennett Developments Limited (dissolved)* | |
| Gertrude Commercial Developments Limited (dissolved)* | |
| Glenister Estates Developments Limited | |
| Harry Hodgson Developments Limited | |
| Hazel O'Flynn One Developments Limited | |
| Hazel O'Flynn Three Developments Limited | |
| Heather Walsh One Developments Limited (dissolved)* | |
| Heather Walsh Two Developments Limited (dissolved)* | |
| Heron Developments Limited |
HMJ 19 Developments Limited
Hutchison Developments Limited (dissolved)* Idaho Developments Limited J.B. Foster Developments Limited J.J.M.B. Developments Limited Jack & Barbara Development Limited (dissolved)* Jack & Harry Development Limited (dissolved)* JDH Developments Limited Jean Barrow 2 Developments Limited (dissolved)* Jean Barrow 3 Developments Limited (dissolved)* Jean Martin Developments Limited (dissolved)* Jean Murray Developments Limited Joycey Developments Limited (dissolved)* Julier One Developments Limited (dissolved)* Julier Two Developments Limited (dissolved)* K + J E Davison Developments Limited K.E.R. Developments Limited K.P.W.B. Developments Limited Kit Symons Developments Limited L & E O'Hare Developments Limited (dissolved)* L Mackinnon Developments Limited Liam Egerton Developments Limited (dissolved)* Libman Developments Limited Linda Billington Developments Limited (dissolved)* Liz Smith Developments Limited (dissolved)* Lonsdale Lindley Developments Limited Lorna Lindsey/Barnaby Sharp Developments Limited Lorna Lindsey/Hannah Sharp Developments Limited (dissolved)* M & R Weston Developments Limited M I Strachan Developments Limited (dissolved)* M McFarland Commercial Developments Limited (dissolved)* M. G. Clubbs Developments Limited M.E. Chambers Four Developments Limited M.J.C. Commercial Developments Limited M.W.M.P. Developments Limited Major Mincoff (1) Developments Limited Margheat Developments Limited Marriott 1 Developments Limited (dissolved)* Marriott 2 Developments Limited (dissolved)* Marriott 3 Developments Limited (dissolved)* Marriott 4 Developments Limited (dissolved)* Martin Brown Developments Limited Mary Goldfinch Developments Limited Maudlin Developments Limited (dissolved)* Mckenna (No.1) Developments Limited Mckenna (No.2) Developments Limited Mcluskie Developments Limited Mills Developments Limited
Miss Ickliss Developments Limited MJSW73 Developments Limited (dissolved)* Monabri Developments Limited (dissolved)* Morag Frost No.1 Developments Limited Morag Frost No.2 Developments Limited Morag Frost No.3 Developments Limited Morag Frost No.4 Developments Limited Morag Frost No.5 Developments Limited Morag Frost No.6 Developments Limited Morag Frost No.7 Developments Limited Morley Kay Developments Limited Mr J Johnston No.1 Commercial Developments Limited Mr J Johnston No.2 Commercial Developments Limited Mr J Johnston No.3 Commercial Developments Limited Mr J Johnston No.4 Commercial Developments Limited Mr J Johnston No.5 Commercial Developments Limited Mrs E Trent Developments Limited Mrs J M Spruytenburg Developments Limited Mrs M Johnston No.1 Commercial Developments Limited Mrs M Johnston No.2 Commercial Developments Limited Mrs M Johnston No.3 Commercial Developments Limited Mrs M Johnston No.4 Commercial Developments Limited Mrs M Johnston No.5 Commercial Developments Limited Mrs P Thompson Developments Limited Murray Cowan Developments Limited Narcoossee Developments Limited Norden Hill Developments Limited O & J Developments Limited Paddock End Developments Limited PBEA 1 Developments Limited PBEA 2 Developments Limited PBEA 3 Developments Limited PBEA 4 Developments Limited PBEA 5 Developments Limited Peggy & Harry Development Limited (dissolved)* Penny Developments Limited Perrins (DMN) Developments Limited Peteheat Developments Limited Peter Heaney 1 Developments Limited
Peter Heaney 2 Developments Limited Peter Heaney 3 Developments Limited Peter Heaney 4 Developments Limited Peter Heaney 5 Developments Limited Peter Heaney 6 Developments Limited Peter Heaney 7 Developments Limited Peter Heaney 8 Developments Limited Peter Heaney 9 Developments Limited Peter Heaney 10 Developments Limited Pettitt Developments Limited Phyllis Mary Pilkington Developments Limited PRMC Developments Limited Public House Developments Limited Pusey CCS Developments Limited Pussinboots Developments Limited Pyemont Developments Limited R & M Speldhurst Developments Limited R L Bauer - CTC 1 Developments Limited (dissolved)* R Walker Developments Limited R. Danning Developments Limited (dissolved)* R.D.B.B. Developments Limited R.W. & M. Fawcett Developments Limited Raleigh Park Developments Limited Raymond T Walker Developments Limited RBH Developments Limited Renaude Limited Richard P Gammidge Developments Limited Richmond C L Developments Limited Richmond E L Developments Limited Ripper Developments Limited Ritchie Developments Limited Robert Graham Price Developments Limited Robert Rainey Five Developments Limited (dissolved)* Robert Rainey Four Developments Limited (dissolved)* Robert Rainey One Developments Limited (dissolved)* Robert Rainey Six Developments Limited (dissolved)* Robert Rainey Three Developments Limited (dissolved)* Robert Rainey Two Developments Limited (dissolved)* Rosalie Developments Limited (dissolved)* Rose Mount Property Developments Limited Rosemason Developments Limited Roundacre Developments Limited Rudsdale Developments Limited S M Byfield Developments Limited S. Pritt Developments (Cumbria) Limited (dissolved)* S.C. (Highgate) Developments Limited
S.G.Y. Property (No.1) Developments Limited S.M.E.F. Property Developments Limited Scorah Property Developments Limited Sephrin Developments Limited SGB 2007 Developments Limited SGP Developments Limited Shabrash Developments Limited Shangri-La Developments Limited SHC 1 Developments Limited SHC 2 Developments Limited Sheelagh Ann Aird Property Developments Limited Sheila Coomes Developments Limited Shirley Turner Developments Limited Simpson (Much Wenlock) Developments Limited Sinar 1 Developments Limited Sinar 2 Developments Limited Sladen (No. 1) Developments Limited Sladen (No. 2) Developments Limited Sladen (No. 3) Developments Limited Sladen (No. 4) Developments Limited Sladen (No. 5) Developments Limited Stal Developments Limited Tendele Developments Limited The Second Potterton Property Developments Limited The SGV Milligan Benefit Developments Limited TMD Abergavenny Developments Limited (dissolved)* Tom Drake Developments Limited Trudy Hawes Developments Limited W.E.F. Property Developments Limited W.M. Connor 1 Developments Limited Warne Developments Limited Wickenden Developments Limited (dissolved)* Worthy Trading Limited
* Voluntarily struck off the Register of Companies at Companies House
| John Kerr | |
|---|---|
| Current directorships/partnerships | Past directorships/partnerships (five years) |
| Albion Venture Capital Trust Dilbey Limited Farley House Limited |
Albion Income & Growth VCT PLC (dissolved)* |
| * Voluntarily struck off the Register of Companies at Companies House | |
| Ebbe Dinesen | |
| Current directorships/partnerships | Past directorships/partnerships (five years) |
| Albion Venture Capital Trust | Albion Prime VCT PLC (dissolved)* |
| * Voluntarily struck off the Register of Companies at Companies House | |
| Jeffrey Warren | |
| Current directorships/partnerships | Past directorships/partnerships (five years) |
| Albion Venture Capital Trust | Citysocialising Ltd |
| Orbel Health Limited | |
| Sense Biodetection Limited |
Wonky Star Limited
The Board of Albion Venture Capital Trust consists solely of non-executive directors of whom David Watkins is Chairman and Jeffrey Warren is the Senior Independent Director. All of the Albion Venture Capital Trust Directors are considered by the Board of Albion Venture Capital Trust to be independent of the Manager. John Kerr is an external member of the Manager's Investment Committee. The Board does not consider that a Director's tenure reduces his/her ability to act independently.
By reporting against the AIC Code and by following the AIC Guide, as at the date of this document, Albion Venture Capital Trust complies with its obligations under the UK Corporate Governance Code.
In view of the requirement in Albion Venture Capital Trust's articles of association that all Directors retire by rotation, the Board of Albion Venture Capital Trust considers that it is not appropriate for the Directors to be appointed for a specified term as recommended by principle 3 of the AIC Code and provision B.2.3 of the UK Corporate Governance Code. The Board of Albion Venture Capital Trust has agreed that each Director will retire and, if appropriate, seek re-election annually after serving on the Board for more than nine years.
The Board of Albion Venture Capital Trust has delegated certain responsibilities and functions to the audit committee, the remuneration committee and the nomination committee.
The audit committee, chaired by John Kerr, operates within clearly defined terms of reference and comprises all the Albion Venture Capital Trust Directors. The duties of the audit committee include reviewing the annual and interim accounts, the system of internal controls, the terms of appointment of the auditors together with their remuneration, and ensuring that auditor objectivity and independence is safeguarded in the provision of nonaudit services by the auditors. It also provides a forum through which the auditors may report to the Board of Albion Venture Capital Trust and meets at least twice yearly.
The remuneration committee, chaired by Jeffrey Warren, operates within clearly defined terms of reference and comprises all the Albion Venture Capital Trust Directors. It reviews the Directors' responsibilities and salaries against the market as required.
The nomination committee, chaired by David Watkins, operates within clearly defined terms of reference and comprises all the Albion Venture Capital Trust Directors. The committee is convened for the purpose of considering the appointment of additional directors as and when considered appropriate. In considering appointments to the Board of Albion Venture Capital Trust, the nomination committee takes into account the ongoing requirements of Albion Venture Capital Trust and the need to have a balance of skills, experience and knowledge within its Board, together with diversity of experience and approach.
Richard Huntingford is a Chartered Accountant who spent 12 years at KPMG where he advised a wide range of clients, followed by 20 years in the media industry. Richard founded Chrysalis Radio in 1994 as a start-up venture and went on to develop Chrysalis Group PLC from its record label origins into a broadly based media group before presiding over a realisation programme that delivered significant value for Chrysalis shareholders. He is currently a non-executive director of JP Morgan Mid Cap Investment Trust PLC. He also served as a non-executive director of Virgin Mobile in 2005 to 2006, as chairman of Boomerang Plus PLC from 2008 to 2012, as non-executive director/chairman of Creston PLC from 2011 to 2016 and as chairman of Wireless Group plc (formerly UTV Media PLC) from 2012 to 2016.
Karen Brade has over 20 years of experience in project finance and private equity. Karen began her career at Citibank where she worked on various multi-national project finance transactions. From 1994 to 2004 she was at the Commonwealth Development Corporation (now known as Actis), a leading emerging markets private equity firm, where she held a variety of positions in equity and debt investing, portfolio management, fund raising and investor development. Since 2005 she has been an adviser to hedge funds, family offices and private equity houses. She is a non-executive director of Aberdeen Japan Investment Trust PLC. She is an external member of the Manager's Investment Committee.
Penny Freer is an experienced investment banker with extensive experience at Board level. From 2000 to 2004 she led Robert W Baird's UK equities division; prior to this she spent 8 years at Credit Lyonnais Securities where she headed the small and mid-cap equities business. She jointly founded Capital Markets Group in 2004, a corporate advisory business. Penny is currently a partner at London Bridge Capital Partners LLP, which provides corporate finance advice to UK and overseas companies. She is, in addition, a non-executive director of Empresaria Group PLC and Advanced Medical Solutions Group PLC.
James Agnew has extensive experience in investment banking and private equity fund management. From 1996 to 2005 he worked for Credit Suisse First Boston in New Zealand and London, where he was involved in a wide range of investment banking transactions including mergers and acquisitions and equity and debt fundraising, as well as general corporate finance advice. He is currently a partner at Harwood Capital LLP (formerly J O Hambro Capital Management), which he joined in 2005, where his responsibilities include origination, monitoring and execution of private equity investments.
The Directors of Crown Place VCT are currently or have been within the last five years, a member of the administrative, management or supervisory bodies or partners of the companies and partnerships mentioned below:
| Richard Huntingford | |
|---|---|
| Current directorships/partnerships | Past directorships/partnerships (five years |
| Beatlounge Limited CP1 VCT PLC CP2 VCT PLC (in members' voluntary liquidation) Crown Place VCT JP Morgan Mid Cap Investment Trust Plc Prince's Trust Trading Limited RNLH Consulting Limited The Radley Foundation |
Boom Cymru TV Ltd (formerly Boom Pictures Productions Limited, formerly Boomerang Plus PLC) Creston PLC Wireless Group PLC |
| Karen Brade | |
| Current directorships/partnerships | Past directorships/partnerships (five years) |
| Aberdeen Japan Investment Trust PLC CP1 VCT PLC CP2 VCT PLC (in members' voluntary liquidation) Crown Place VCT Meadow Arts Moor Park Charitable Trust Limited World Child Cancer Trustees Penny Freer |
The Hereford Cathedral Perpetual Trust |
| Current directorships/partnerships | Past directorships/partnerships (five years) |
| Advanced Medical Solutions Group PLC BTTQ Limited BTTQ (Europe) Ltd Capital Markets Strategy Limited Centric Health Limited Crown Place VCT Empresaria Group PLC London Bridge Capital Partners LLP Sinophi Healthcare Limited Soho Capital LLP |
Capital Markets Analysis Limited (co. number 05177587) (dissolved) Capital Markets Analysis Limited (co. number 08614064) (dissolved) The Capital Markets Group Limited (dissolved)* |
* Voluntarily struck off the Register of Companies at Companies House
Coventbridge Holding Corporation Boomerang Media Limited Coventbridge (USA) Inc. Boomerang Media Group Limited Essenden Limited Indicant Equity Limited (dissolved) Indoor Bowling Acquisitions Limited Indoor Bowling Equity Limited North Atlantic Value GP III Limited North Atlantic Value GP 4 Limited Sherwood Holdings Limited
Coventbridge Group Limited Bionostics Holdings Limited (dissolved)* Crown Place VCT Indicant Acquisitions Limited (dissolved) Harwood Capital LLP Valiant Sports Holdings Limited (dissolved)*
* Voluntarily struck off the Register of Companies at Companies House
The Board of Crown Place VCT consists solely of non-executive directors of whom Richard Huntingford is Chairman. All of the Crown Place VCT Directors are considered by the Board of Crown Place VCT to be independent of the Manager. The Board does not consider that a Director's tenure reduces his/her ability to act independently.
By reporting against the AIC Code and by following the AIC Guide, as at the date of this document, Crown Place VCT complies with its obligations under the UK Corporate Governance Code.
In view of the requirement in Crown Place VCT's articles of association that all Directors retire by rotation, the Board of Crown Place VCT considers that it is not appropriate for the Directors to be appointed for a specified term as recommended by principle 3 of the AIC Code and provision B.2.3 of the UK Corporate Governance Code.
The Board of Crown Place VCT has delegated certain responsibilities and functions to the audit committee, the remuneration committee and the nomination committee.
The audit committee, chaired by Karen Brade, operates within clearly defined terms of reference and comprises all the Crown Place VCT Directors. The duties of the audit committee include reviewing the annual and interim accounts, the system of internal controls, the terms of appointment of the auditors together with their remuneration, and ensuring that auditor objectivity and independence is safeguarded in the provision of nonaudit services by the auditors. It also provides a forum through which the auditors may report to the Board of Crown Place VCT and meets at least twice yearly.
The remuneration committee, chaired by Penny Freer, operates within clearly defined terms of reference and comprises all the Crown Place VCT Directors. It reviews the Directors' responsibilities and salaries against the market as required.
The nomination committee, chaired by Richard Huntingford, operates within clearly defined terms of reference and comprises all the Crown Place VCT Directors. The committee is convened for the purpose of considering the appointment of additional directors as and when considered appropriate. In considering appointments to the Board of Crown Place VCT, the nomination committee takes into account the ongoing requirements of Crown Place VCT and the need to have a balance of skills, experience and knowledge within its Board, together with diversity of experience and approach.
Robin Field began his commercial career with Jardine Matheson & Co. in the Far East where he fulfilled a number of managerial roles, including that of general manager of the largest independent shipping agency in Taiwan. He then gained an MBA with distinction at INSEAD, before serving as a strategy consultant with the LEK Partnership. He was chief executive of Filofax Group plc when the company floated on the London Stock Exchange in 1996.
Thomas Chambers has over ten years' operational experience at mobile operating systems provider Symbian Limited (acquired by Nokia Oyj in 2009) and at ADSL/fixed line phone provider First Telecom plc. Since 2002, Thomas has had a range of industry, venture capital and government, non-executive and advisory roles giving insight into, in particular, the technology and communications sectors. As CFO of Symbian he played a significant leadership role in the creation of the first Smartphones. He was also CFO of Robert Walters plc which he took through its listing on the London Stock Exchange in 1996. He spent six years in corporate finance at Dresdner Kleinwort Benson Limited after a five year career with Price Waterhouse. Until February 2016 he was non-executive Treasurer and a Council member of the University of Surrey. He is a non-executive director of NCC Group plc and of a number of private companies including Non-Executive Chairman of Impello plc (trading as First Utility).
Martin Fiennes is a Principal with Oxford Sciences Innovation, an investment company created in 2015 to invest in spin-outs from the University of Oxford. Prior to this he ran a corporate finance boutique, Gatehouse Capital which specialised in raising capital for early stage UK technology companies. From 1987, until he founded Gatehouse Capital in 2006, he had been an investment manager with Top Technology Ventures. Martin is a director of the HDH Wills 1965 Charitable Trust and also serves as a director of Drayton Manor Park Limited, Bodle Technologies Limited and Oxford Flow Limited.
The Directors of Kings Arms Yard VCT are currently or have been within the last five years, a member of the administrative, management or supervisory bodies or partners of the companies and partnerships mentioned below:
| Current directorships/partnerships | Past directorships/partnerships (five years) |
|---|---|
| Imperial Yard Limited | Artemis VCT Plc |
| Kings Arms Yard VCT | Debate Mate Limited |
| Wall Luxury Essentials Limited | |
| Zola Hotels Limited | |
| Zola Hotels (Amersham) Limited |
Blackwell Developments (Guildford) Limited Kings Arms Yard VCT 2 PLC* (dissolved) Impello PLC Kings Arms Yard VCT NCC Group Plc NIU Solutions Holdings Limited Propel London Limited Tadsum Limited Wine Equals Friends Limited
* Voluntarily struck off the Register of Companies at Companies House
Bodle Technologies Limited Excel With Business Limited Drayton Manor Park Limited Gatehouse Finance Ltd Kings Arms Yard VCT M.D. Hamilton (Farms) Limited Mixergy Limited Oxford Flow Limited The HDH Wills 1965 Charitable Trust
The Board of Kings Arms Yard VCT consists solely of non-executive directors of whom Robin Field is Chairman and Martin Fiennes is the Senior Independent Director. All of the Kings Arms Yard VCT Directors are considered by the Board of Kings Arms Yard VCT to be independent of the Manager. The Board does not consider that a Director's tenure reduces his/her ability to act independently.
By reporting against the AIC Code and by following the AIC Guide, as at the date of this document Kings Arms Yard VCT complies with its obligations under the UK Corporate Governance Code.
In view of the requirement in Kings Arms Yard VCT's articles of association that all Directors retire by rotation, the Board of Kings Arms Yard VCT considers that it is not appropriate for the Directors to be appointed for a specified term as recommended by principle 3 of the AIC Code and provision B.2.3 of the UK Corporate Governance Code.
The Board of Kings Arms Yard VCT has delegated certain responsibilities and functions to the audit committee.
The audit committee, chaired by Thomas Chambers, operates within clearly defined terms of reference and comprises all the Kings Arms Yard VCT Directors. The duties of the audit committee include reviewing the annual and interim accounts, the system of internal controls, the terms of appointment of the auditors together with their remuneration, and ensuring that auditor objectivity and independence is safeguarded in the provision of non-audit services by the auditors. It also provides a forum through which the auditors may report to the Board of Kings Arms Yard VCT and meets at least twice yearly.
The Board as a whole is responsible for the appointment and remuneration of Directors and, given the small size of the Board, separate remuneration and appointment committees are not considered appropriate.
Albion Ventures LLP is the Companies' investment manager and is a limited liability partnership incorporated and registered in England and Wales under number OC341524 pursuant to the Limited Liability Partnerships Act 2000. The registered office and principal place of business of Albion Ventures is 1 King's Arms Yard, London EC2R 7AF (telephone number 020 7601 1850). Albion Ventures is authorised and regulated by the Financial Conduct Authority as a Small Authorised UK AIFM as required under the EU AIFM Directive that came into force in July 2013. The principal legislation under which Albion Ventures operates is the Limited Liability Partnership Act 2000 and the applicable provisions of CA 2006 (and regulations made thereunder).
The following are specifically responsible for the management and administration of the Companies.
See Albion Development VCT above.
Will Fraser-Allen, BA (Hons), FCA, qualified as a chartered accountant with Cooper Lancaster Brewers in 1996 and then joined their corporate finance team providing corporate finance advice to small and medium sized businesses. He joined Albion Ventures in 2001 since when he has focused on leisure and healthcare investing. Will became deputy managing partner of Albion Ventures in 2009. Will has a BA in History from Southampton University.
Adam Chirkowski, MA (Hons), having graduated in Industrial Economics, followed by a Masters in Corporate Strategy, spent five years at N M Rothschild & Sons, specialising in mergers and acquisitions principally in the natural resources and then healthcare sectors, before joining Albion Ventures in 2013, where he currently concentrates on renewable energy projects and healthcare.
Dr Andrew Elder, MA, FRCS, initially practised as a surgeon for six years, specialising in neurosurgery, before joining the Boston Consulting Group (BCG) as a consultant in 2001. Whilst at BCG he specialised in healthcare strategy, gaining experience with many large, global clients across the full spectrum of healthcare including biotechnology, pharmaceuticals, service and care providers, software and telecommunications. He joined Albion Ventures in 2005 and became a partner in 2009. He has an MA plus Bachelors of Medicine and Surgery from Cambridge University and is a fellow of the Royal College of Surgeons (England).
Emil Gigov, BA (Hons), FCA, graduated from the European Business School, London, with a BA (Hons) Degree in European Business Administration in 1994. He then joined KPMG in their financial services division and qualified as a chartered accountant in 1997. Following this he transferred to KPMG Corporate Finance where he specialised in the leisure, media and marketing services sectors acting on acquisitions, disposals and fundraising mandates. He joined Albion Ventures in 2000 and has since made and exited investments in a number of industry sectors, including, healthcare, education, technology, leisure and engineering. Emil became a partner in Albion Ventures in 2009.
David Gudgin, BSc (Hons), ACMA, qualified as a management accountant with ICL before spending 3 years at the BBC. In 1999 he joined 3i plc as an investor in European technology based in London and Amsterdam. In 2002 he moved to Foursome Investments (now Frog Capital) as the lead investor of an environmental technology and a later stage development capital fund. David joined Albion Ventures in 2005 and became partner in 2009. He is also managing director of Albion Community Power PLC. David has a BSc in Economics from Warwick University.
Vikash Hansrani, BA (Hons), ACA, qualified as a chartered accountant with RSM Tenon plc and latterly worked in its corporate finance team. He joined Albion Ventures in 2010, where he is currently Director of Finance. He is also finance director of Albion Community Power PLC. He has a BA in Accountancy and Finance from Nottingham Business School.
Robert Henderson, BA (Hons), ACA, graduated from Newcastle University with a first-class degree in business management. Prior to joining Albion Ventures in 2015, he qualified as a chartered accountant with KPMG, spending four years working in transactions and restructuring, primarily in turnaround and M&A situations.
Ed Lascelles, BA (Hons), began by advising quoted UK companies on IPOs, takeovers and other corporate transactions, first with Charterhouse Securities and then ING Barings. Companies ranged in valued from £10 million to £1 billion, across the healthcare and technology sectors among others. After moving to Albion Ventures in 2004, Ed started investing in the technology, healthcare, financial and business services sectors. Ed became a partner in 2009 and is responsible for a number of Albion's technology investments. He graduated from University College London with a first class degree in Philosophy.
Dr Christoph Ruedig, MBA, initially practised as a radiologist before spending 3 years at Bain & Company. In 2006 he joined 3i plc working for their healthcare venture capital arm leading investments in biotechnology, pharmaceuticals, and medical technology. Most recently he has worked for General Electric UK, where he was responsible for mergers and acquisitions in the medical technology and healthcare IT sectors. He joined Albion Ventures in October 2011 and became a partner in 2014. He holds a degree in medicine from Ludwig-Maximilians University, Munich and an MBA from INSEAD.
Henry Stanford, MA, ACA, qualified as a chartered accountant with Arthur Andersen before joining the corporate finance department of Close Brothers Group in 1992, becoming an assistant director in 1996. He moved to Albion Ventures in 1998, where he has been responsible for much of the asset based portfolio. Henry became a partner of Albion Ventures in 2009. He holds an MA degree in Classics from Oxford University.
Robert Whitby-Smith, BA (Hons), FCA, began his career at KPMG and on to Credit Suisse First Boston and ING Barings where he advised a number of businesses on capital raisings and M&A activity. After moving to Albion Ventures in 2005, Robert started investing in the technology and advanced manufacturing sectors. Robert became partner in 2009 and is responsible for a number of technology investments. Robert holds an honours degree in History from the University of Reading and is a Chartered Accountant and a member of the Chartered Institute of Securities and Investment.
Marco Yu, MPhil, MA, MRICS, spent two and a half years at Bouygues (UK), before moving to EC Harris in 2005 where he advised senior lenders on large capital projects. Since joining Albion Ventures in 2007, Marco has been involved in hotel, cinema, pub, residential property and garden centre investments and is, more recently, responsible for a number of renewable energy investments. Marco graduated from Cambridge University with a first class degree in economics and is a Chartered Surveyor.
The Company's investment policy is intended to provide investors with a regular and predictable source of dividend income combined with the prospects of long term capital growth. This is achieved by establishing a diversified portfolio of holdings in smaller, unquoted companies whilst at the same time selecting and structuring investments in such a way as to reduce the risks normally associated with investment in such companies. It is intended that this will be achieved as follows:
Funds held pending investment or for liquidity purposes will be held as cash on deposit or in floating rate notes or similar instruments with banks or other financial institutions with high credit ratings assigned by international credit rating agencies.
In addition to the investment policy described above, the HMRC rules govern the Company's investment allocation and risk diversification policies. In order to maintain status under Venture Capital Trust legislation, the following tests must be met:
These tests drive a spread of investment risk through disallowing holdings of more than 15 per cent. in any portfolio company.
"Qualifying holdings" for Albion Development VCT include shares or securities (including loans with a five year or greater maturity period) in companies which operate a "qualifying trade" wholly or mainly in the United Kingdom. "Qualifying trade" excludes, amongst other sectors, dealing in property or shares and securities, insurance, banking and agriculture. The Company may not control a portfolio company.
Investee company gross assets must not exceed £15 million immediately prior to the investment and £16 million immediately thereafter. The maximum each company can receive from State Aided risk capital schemes is £5 million in any twelve month period.
As defined by its Articles of Association, Albion Development VCT's maximum exposure in relation to gearing is restricted to 10 per cent. of the adjusted share capital and reserves. The Albion Development VCT Directors do not currently have any intention to utilise long term gearing.
Albion Enterprise VCT's investment objective is to provide investors with a regular and predictable source of income combined with the prospect of longer term capital growth. The Company intends to achieve this by investing up to 50 per cent. of the net funds raised in an asset-based portfolio of more stable, ungeared businesses (the "Asset-based Portfolio"). The balance of the net funds raised, other than funds retained for liquidity purposes, are invested in a portfolio of higher growth businesses across a variety of sectors of the UK economy. These range from more stable, income producing businesses to higher risk technology companies (the "Growth Portfolio"). In neither category do portfolio companies normally have any external borrowing with a charge ranking ahead of the Company. Up to two-thirds of qualifying investments by cost comprise loan stock secured with a first charge on the portfolio company's assets. Funds held pending investment for liquidity purposes will be held as cash on deposit or in floating rate notes or similar instruments with banks or other financial institutions with high credit ratings assigned by international credit rating agencies.
The Company's investment portfolio is structured to provide a balance between income and capital growth for the longer term. The Asset-based Portfolio is designed to provide stability and income whilst still maintaining the potential for capital growth. The Growth Portfolio is intended to provide diversified exposure through its portfolio of investments in unquoted UK companies. Stock specific risk will be reduced by the Company's policy of holding a diversified portfolio of Qualifying Investments.
In addition to the investment policy described above, the HMRC rules govern the Company's investment allocation and risk diversification policies. In order to maintain status under Venture Capital Trust legislation, the following tests must be met:
(4) At no time in the year must the Company's holdings in any one company (other than another VCT) have exceeded 15 per cent. by HMRC Value of its investments;
(5) The Company must not have retained greater than 15 per cent. of its income earned in the year from shares and securities;
These tests drive a spread of investment risk through disallowing holdings of more than 15 per cent. in any portfolio company.
'Qualifying holdings' for Albion Enterprise VCT include shares or securities (including loans with a five year or greater maturity period) in companies which operate a 'qualifying trade' wholly or mainly in the United Kingdom. 'Qualifying trade' excludes, amongst other sectors, dealing in property or shares and securities, insurance, banking and agriculture. The Company may not control a portfolio company.
Portfolio company gross assets must not exceed £15 million immediately prior to the investment and £16 million immediately thereafter. The maximum each company can receive from State Aided risk capital schemes is £5 million in any twelve month period.
As defined by its Articles of Association, Albion Enterprise VCT's maximum exposure in relation to gearing is restricted to 10 per cent. of the adjusted share capital and reserves. The Directors do not currently have any intention to utilise long term gearing.
Albion Technology & General VCT's investment strategy is to provide investors with a regular and predictable source of dividend income combined with the prospect of longer term capital growth through allowing investors the opportunity to participate in a balanced portfolio of technology and non-technology businesses. It is intended that the Company's investment portfolio will be split approximately as follows:
This split is subject to the availability of good quality new investment opportunities arising within the UK technology and non-technology sectors.
The Company pursues a longer term investment approach, with a view to providing shareholders with a strong, predictable dividend flow, combined with the prospects of capital growth. This is achieved in two ways. Firstly, controlling the Company's exposure to technology risk by ensuring that many of the companies in the nontechnology portfolio have property as their major asset, with no external borrowings. Secondly, by balancing the investment portfolio by sector, so that those areas such as leisure and business services, which are susceptible to changes in consumer sentiment, are complemented by sectors with more predictable long term characteristics, such as healthcare and the environment.
In addition to the investment policy described above, HMRC rules govern the Company's investment allocation and risk diversification policies. In order to maintain its status under Venture Capital Trust legislation, the following tests must be met:
These tests drive a spread of investment risk through disallowing holdings of more than 15 per cent. in any portfolio company.
"Qualifying holdings" for Albion Technology & General VCT include shares or securities (including loans with a five year or greater maturity period) in companies which operate a "qualifying trade" wholly or mainly in the United Kingdom. "Qualifying trade" excludes, amongst other sectors, dealing in property or shares and securities, insurance, banking and agriculture. The Company may not control a portfolio company.
Portfolio company gross assets must not exceed £15 million immediately prior to the investment and £16 million immediately thereafter. The maximum each company can receive from State Aided risk capital schemes is £5 million in any twelve month period.
As defined by its Articles of Association, Albion Technology & General's maximum exposure in relation to gearing is restricted to 10 per cent. of the adjusted share capital and reserves. The Albion Technology & General VCT Directors do not currently have any intention to utilise long term gearing.
Albion Venture Capital Trust's investment strategy is to manage the risk normally associated with investments in smaller, unquoted companies whilst maintaining an attractive yield, through allowing investors the opportunity to participate in a balanced portfolio of asset-backed businesses. The Company's investment
portfolio will thus be structured with the objective of providing a balance between income and capital growth for the longer term.
This is achieved as follows:
In addition to the investment policy described above, the HMRC rules govern the Company's investment allocation and risk diversification policies. In order to maintain status under Venture Capital Trust legislation, the following tests must be met:
These tests drive a spread of investment risk through disallowing holdings of more than 15 per cent. in any investee company.
"Qualifying holdings" for Albion Venture Capital Trust include shares or securities (including loans with a five year or greater maturity period) in companies which operate a "qualifying trade" wholly or mainly in the United Kingdom. "Qualifying trade" excludes, amongst other sectors, dealing in property or shares and securities, insurance, banking and agriculture. The Company may not control a portfolio company.
Investee company gross assets must not exceed £15 million immediately prior to the investment and £16 million immediately thereafter. The maximum each company can receive from State Aided risk capital schemes is £5 million in any twelve month period.
As defined by its Articles of Association, Albion Venture Capital Trust's maximum exposure in relation to gearing is restricted to 10 per cent. of the adjusted share capital and reserves.
The Albion Venture Capital Trust Directors do not currently have any intention to utilise long term gearing.
Crown Place VCT's investment policy is to achieve long term capital and income growth principally through investment in smaller unquoted companies in the United Kingdom. In pursuing this policy, the Company aims to build a portfolio which concentrates on two complementary investment areas. The first are more mature or asset-based investments that can provide a strong income stream combined with a degree of capital protection. These will be balanced by a lesser proportion of the portfolio being invested in higher risk companies with greater growth prospects.
In addition to the investment policy described above, the HMRC rules govern the Company's investment allocation and risk diversification policies. In order to maintain its status under Venture Capital Trust legislation, the following tests must be met:
These tests drive a spread of investment risk through disallowing holdings of more than 15 per cent. in one portfolio company.
'Qualifying holdings' for Crown Place VCT include shares or securities (including loans with a five year or greater maturity period) in companies which operate a 'qualifying trade' wholly or mainly in the United Kingdom. 'Qualifying trade' excludes, amongst other sectors, dealing in shares and securities, insurance, banking, and agriculture. The Company may not control a portfolio company.
Portfolio company gross assets must not exceed £15 million immediately prior to the investment and £16 million immediately thereafter. The maximum each company can receive from State Aided risk capital schemes is £5 million in any twelve month period.
As defined by its Articles of Association, Crown Place VCT's maximum exposure in relation to gearing is restricted to 10 per cent. of the adjusted share capital and reserves. The Directors do not currently have any intention to utilise long term gearing.
Kings Arms Yard's investment policy is intended to produce a regular and predictable dividend stream with an appreciation in capital value as set out below.
The Company intends to achieve its strategy by adopting an investment policy for new investments which over time will rebalance the portfolio such that approximately 50 per cent. of the portfolio comprises an assetbacked portfolio of more stable, ungeared businesses, principally operating in the healthcare, environmental and leisure sectors (the "Asset-Backed Portfolio"). The balance of the portfolio, other than funds retained for liquidity purposes, will be invested in a portfolio of higher growth businesses across a variety of sectors of the UK economy. These will range from more stable, income producing businesses to a limited number of higher risk technology companies (the "Growth Portfolio").
In neither category would portfolio companies normally have any external borrowing with a charge ranking ahead of the Company. Up to two-thirds of qualifying investments by cost will comprise loan stock secured with a first charge on the portfolio company's assets.
The Company's investment portfolio will thus be structured with the objective of providing a balance between income and capital growth for the longer term. The Asset-Backed Portfolio is designed to provide stability and income whilst still maintaining the potential for capital growth. The Growth Portfolio is intended to provide highly diversified exposure through its portfolio of investments in unquoted UK companies.
Funds held pending investment or for liquidity purposes will be held as cash on deposit or in floating rate notes or similar instruments with banks or other financial institutions with high credit ratings assigned by international credit rating agencies.
In addition to the investment policy described above, the Company's investment allocation and risk diversification policies are substantially governed by the relevant HMRC rules and, in order to maintain its status under Venture Capital Trust legislation, it is the intention of the Company to apply the following policies in this respect:
(2) At least 70 per cent. of the HMRC Value of its investments must have been represented throughout the year by shares or securities that are classified as 'qualifying holdings';
(3) At least 30 per cent. by HMRC Value of its total qualifying holdings must have been represented throughout the year by holdings of 'eligible shares'. For funds raised after 5 April 2011, the figure is 70 per cent.;
These tests drive a spread of investment risk through disallowing holdings of more than 15 per cent. in one portfolio company.
'Qualifying holdings' for the Company include shares or securities (including loans with a five year or greater maturity period) in companies which operate a 'qualifying trade' wholly or mainly in the United Kingdom. 'Qualifying trade' excludes, amongst other sectors, dealing in property or shares and securities, insurance, banking and agriculture. The Company may not control a portfolio company.
Portfolio company gross assets must not exceed £15 million immediately prior to the investment and £16 million immediately thereafter. The maximum each company can receive from State Aided risk capital schemes is £5 million in any twelve month period. Portfolio companies may have up to 250 employees.
As defined by its Articles of Association, Kings Arms Yard's maximum exposure in relation to gearing is restricted to the amount equal to the Adjusted Capital and Reserves. The Directors do not currently have any intention to utilise long term gearing.
Albion Development VCT has produced annual statutory accounts for the three financial years ended 31 December 2013, 2014 and 2015 and half-yearly financial reports for the six-month periods ended 30 June 2015 and 2016 (which contain the information as set out below). BDO LLP, of 55 Baker Street, London, W1U 7EU reported on the annual statutory accounts for the years ended 31 December 2013, 2014 and 2015 without qualification and without statements under sections 495 to 497 of CA 2006.
The annual report for the year ended 31 December 2015 was prepared in accordance with Financial Reporting Standard 102. The annual reports for the years ended 31 December 2013 and 2014 were prepared in accordance with UK generally accepted accounting practice (GAAP). In all cases the annual reports were prepared in accordance with applicable United Kingdom law and the relevant Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. Albion Development VCT and its Directors confirm that Albion Development VCT's financial information for the year ended 31 December 2014 (prepared under GAAP) has been presented and prepared in a form which is consistent with that which has been adopted in Albion Development VCT's latest published annual financial statements (prepared under Financial Reporting Standard 102) having regard to accounting standards, policies and legislation applicable to such annual financial statements in so far as there are no material differences between the financial statements for these years prepared under these two accounting frameworks. The annual reports contain a description of Albion Development VCT's financial condition, changes in financial condition and results of operations for each relevant financial year and are being incorporated by reference and can be accessed at the following website: www.albion-ventures.co.uk.
Where these documents make reference to other documents, such other documents are not incorporated into and do not form part of this Prospectus. Those parts of the annual statutory accounts and the half yearly financial reports referred to above which are not being incorporated into this document by reference are either not relevant for investors or are covered elsewhere in this Prospectus.
| Ordinary Shares Description |
December 2013 Annual Report |
December 2014 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2015 |
December 2015 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2016 |
|---|---|---|---|---|---|
| Balance sheet | Page 39 | Page 41-42 | Page 12 | Page 38 | Page 12 |
| Income statement (or equivalent) |
Page 37 | Page 39-40 | Page 11 | Page 37 | Page 11 |
| Statement showing all changes in equity (or equivalent note) |
Page 42 | Page 44-45 | Page 13 | Page 39 | Page 13 |
| Cash flow statements | Page 45 | Page 47-48 | Page 14 | Page 40 | Page 14 |
| Accounting policies and notes |
Page 47-64 | Page 50-67 | Page 15-22 | Page 41-56 | Page 15-20 |
| Auditors' report | Page 33-35 | Page 36-38 | N/A | Page 33-36 | N/A |
| Former D Shares Description |
December 2013 Annual Report |
December 2014 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2015 |
December 2015 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2016 |
|---|---|---|---|---|---|
| Balance sheet | Page 40 | Page 41,43 | N/A | N/A | N/A |
| Income statement (or equivalent) |
Page 37 | Page 39-40 | N/A | N/A | N/A |
| Statement showing all changes in equity (or equivalent note) |
Page 43 | Page 44, 46 | N/A | N/A | N/A |
| Cash flow statements | Page 46 | Page 47, 49 | N/A | N/A | N/A |
| Accounting policies and notes |
Page 47-64 | Page 50-67 | N/A | N/A | N/A |
| Auditors' report | Page 33-35 | Page 36-38 | N/A | N/A | N/A |
Albion Development VCT's published annual report and accounts for the three financial years ended 31 December 2013, 2014 and 2015 and the half-yearly reports for the six-month periods ended 30 June 2015 and 2016 contain, on the pages specified in the table below, descriptions of its financial condition (in both capital and revenue terms), details of its investment activity and portfolio exposure and changes in its financial condition for each of those periods:
| Ordinary Shares Description |
December 2013 Annual Report |
December 2014 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2015 |
December 2015 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2016 |
|---|---|---|---|---|---|
| Objective | Page 3 | Page 3 | Page 3 | Page 3 | Page 3 |
| Performance summary |
Page 4-5 | Page 4-5 | Page 4 | Page 4-5 | Page 4 |
| Results and dividend | Page 8 | Page 6 | Page 6 | Page 6-7 | Page 6 |
| Investment policy | Page 7 | Page 3 | Page 3 | Page 3 | Page 3 |
| Chairman's statement |
Page 6 | Page 6-7 | N/A | Page 6-7 | N/A |
| Strategic report | Page 7-12 | Page 8-14 | N/A | Page 8-14 | N/A |
| Portfolio summary | Page 15-17 | Page 17-19 | Page 8-10 | Page 17-19 | Page 8-10 |
| Valuation policy |
Page 47 | Page 50 | Page 15 | Page 41 | Page 15 |
| Former D Shares Description |
December 2013 Annual Report |
December 2014 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2015 |
December 2015 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2016 |
|---|---|---|---|---|---|
| Objective | Page 3 | Page 3 | N/A | N/A | N/A |
| Performance summary |
Page 4-5 | Page 4-5 | N/A | N/A | N/A |
| Results and dividend | Page 8 | Page 6 | N/A | N/A | N/A |
| Investment policy | Page 7 | Page 3 | N/A | N/A | N/A |
| Chairman's statement |
Page 6 | Page 6-7 | N/A | N/A | N/A |
| Strategic report | Page 7-12 | Page 8-14 | N/A | N/A | N/A |
| Portfolio summary | Page 18 | Page 20-21 | N/A | N/A | N/A |
| Valuation policy |
Page 47 | Page 50 | N/A | N/A | N/A |
The key figures that summarise Albion Development VCT's financial position in respect of the three financial years ended 31 December 2013, 2014 and 2015 and for the unaudited six month periods ended 30 June 2015 and 2016 which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:
| Ordinary Shares |
December 2013 Annual Report |
December 2014 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2015 |
December 2015 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2016 |
|---|---|---|---|---|---|
| Profit/loss on ordinary activities before taxation (£'000) |
1,681 | 1,473 | 1,723 | 1,639 | 408 |
| Earnings per share (p) | 5.10 | 4.00 | 3.40 | 3.10 | 0.70 |
| Dividends per share (p) | 5.00 | 5.00 | 2.50 | 5.00 | 2.50 |
| Net assets (£'000) | 25,175 | 27,440 | 39,768 | 38,900 | 43,407 |
| NAV per share (p) | 74.10 | 73.10 | 73.70 | 71.10 | 69.30 |
| Former D Shares |
December 2013 Annual Report |
December 2014 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2015 |
December 2015 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2016 |
|---|---|---|---|---|---|
| Profit/loss on ordinary activities before taxation (£'000) |
947 | 441 | N/A | N/A | N/A |
| Earnings per share (p) | 14.40 | 7.10 | N/A | N/A | N/A |
| Dividends per share (p) | 5.00 | 5.00 | N/A | N/A | N/A |
| Net assets (£'000) | 6,827 | 6,995 | N/A | N/A | N/A |
| NAV per share (p) | 107.40 | 109.50 | N/A | N/A | N/A |
The net asset value per Albion Development VCT Share as at 30 September 2016 (being the most recent unaudited NAV per Share published by Albion Development VCT prior to the publication of this document) was 68.9p per Albion Development VCT Ordinary Share.
There has been no significant change in the financial or trading position of Albion Development VCT since 30 June 2016 (being the last date up to which Albion Development VCT has published interim unaudited financial information).
Albion Enterprise VCT has produced annual statutory accounts for the three financial years ended 31 March 2014, 2015 and 2016 and unaudited half-yearly financial reports for the six-month periods ended 30 September 2015 and 2016 (which contain the information as set out below). BDO LLP of 55 Baker Street, London W1U 7EU reported on the statutory accounts for the three financial years ended 31 March 2014, 2015 and 2016 without qualification and without statements under sections 495 to 497 of CA 2006.
The annual report for the year ended 31 March 2016 was prepared in accordance with Financial Reporting Standard 102. The annual reports for the years ended 31 March 2014 and 2015 were prepared in accordance with UK generally accepted accounting practice (GAAP). In all cases the annual reports were prepared in accordance with applicable United Kingdom law and the relevant Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. Albion Enterprise VCT and its Directors confirm that Albion Enterprise VCT's financial information for the year ended 31 March 2015 (prepared under GAAP) has been presented and prepared in a form which is consistent with that which has been adopted in Albion Enterprise VCT's most recent published annual financial statements (prepared under Financial Reporting Standard 102) having regard to accounting standards, policies and legislation applicable to such annual financial statements in so far as there are no material differences between the financial statements for these years prepared under these two accounting frameworks. The annual reports contain a description of Albion Enterprise VCT's financial condition, changes in financial condition and results of operations for each relevant financial year and are being incorporated by reference and can be accessed at the following website: www.albion-ventures.co.uk.
Where these documents make reference to other documents, such other documents are not incorporated into and do not form part of this Prospectus. Those parts of the annual statutory accounts and half-yearly financial reports referred to above which are not being incorporated into this document by reference are either not relevant for investors or are covered elsewhere in this Prospectus.
| Description | March 2014 Annual Report |
March 2015 Annual Report |
Unaudited Half-Year Report for six months ended 30 September 2015 |
March 2016 Annual Report |
Unaudited Half-Year Report for six months ended 30 September 2016 |
|---|---|---|---|---|---|
| Balance sheet | Page 33 | Page 35 | Page 11 | Page 39 | Page 11 |
| Income statement (or equivalent) |
Page 32 | Page 34 | Page 10 | Page 38 | Page 10 |
| Statement showing all changes in equity (or equivalent note) |
Page 34 | Page 36 | Page 12 | Page 40 | Page 12 |
| Cash flow statements | Page 35 | Page 37 | Page 13 | Page 41 | Page 13 |
| Accounting policies and notes |
Page 36-49 | Page 38-51 | Page 14-20 | Page 42-54 | Page14-19 |
| Auditors' report | Page 30-31 | Page 31-33 | N/A | Page 33-37 | N/A |
Albion Enterprise VCT's published annual report and accounts for the three financial years ended 31 March 2014, 2015 and 2016 and the half-yearly reports for the six-month periods ended 30 September 2015 and 2016 contain, on the pages specified in the table below, descriptions of its financial condition (in both capital and revenue terms), details of its investment activity and portfolio exposure and changes in its financial condition for each of those periods:
| Description | March 2014 Annual Report |
March 2015 Annual Report |
Unaudited Half-Year Report for six months ended 30 September 2015 |
March 2016 Annual Report |
Unaudited Half-Year Report for six months ended 30 September 2016 |
|---|---|---|---|---|---|
| Objective | Page 3 | Page 3 | Page 3 | Page 3 | Page 3 |
| Performance summary | Page 4-5 | Page 4-5 | Page 4 | Page 4-5 | Page 4 |
| Results and dividend | Page 6 | Page 6 | Page 6 | Page 6 | Page 6 |
| Investment policy | Page 3 | Page 3 | Page 3 | Page 3 | Page 3 |
| Chairman's statement | Page 6 | Page 6 | N/A | Page 6-7 | N/A |
| Strategic report | Page 7-12 | Page 7-12 | N/A | Page 8-14 | N/A |
| Portfolio summary | Page 15-16 | Page 15-16 | Page 8-9 | Page 17-18 | Page8-9 |
| Valuation policy | Page 36 | Page 38 | Page 14 | Page 42 | Page 14 |
The key figures that summarise Albion Enterprise VCT's financial position in respect of the three financial years ended 31 March 2014, 2015 and 2016 and the unaudited six-month periods ended 30 September 2015 and 2016 which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:
| Description | March 2014 Annual Report |
March 2015 Annual Report |
Unaudited Half-Year Report for six months ended 30 September 2015 |
March 2016 Annual Report |
Unaudited Half-Year Report for six months ended 30 September 2016 |
|---|---|---|---|---|---|
| Profit/loss on ordinary activities |
|||||
| before taxation (£'000) | 2,965 | 1,483 | 1,633 | 2,173 | 1,583 |
| Earnings per share (p) | 9.00 | 4.25 | 4.10 | 5.33 | 3.43 |
| Dividends per share (p) | 5.00 | 5.00 | 2.50 | 5.00 | 2.50 |
| Net assets (£'000) | 32,056 | 34,662 | 39,476 | 44,470 | 44,862 |
| NAV per share (p) | 96.90 | 96.22 | 97.68 | 96.41 | 97.39 |
The net asset value per Albion Enterprise VCT Share as at 30 September 2016 (being the most recent unaudited NAV per Share published by Albion Enterprise VCT prior to the publication of this document) was 97.39p per Albion Enterprise VCT Share.
There has been no significant change in the financial or trading position of Albion Enterprise VCT since 30 September 2016 (being the last date up to which Albion Enterprise VCT has published interim unaudited financial information).
Albion Technology & General VCT has produced annual statutory accounts for the three financial years ended 31 December 2013, 2014 and 2015 and half-yearly financial reports for the six-month periods ended 30 June 2015 and 2016 (which contain the information as set out below).
BDO LLP of 55 Baker Street, London W1U 7EU reported on the annual statutory accounts for the years ended 31 December 2013, 2014 and 2015 without qualification and without statements under sections 495 to 497 of CA 2006.
The annual report for the year ended 31 December 2015 was prepared in accordance with Financial Reporting Standard 102. The annual reports for the years ended 31 December 2013 and 2014 were prepared in accordance with UK generally accepted accounting practice (GAAP). In all cases the annual reports were prepared in accordance with applicable United Kingdom law and the relevant Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. Albion Technology & General VCT and its Directors confirm that Albion Technology & General VCT's financial information for the year ended 31 December 2014 (prepared under GAAP) has been presented and prepared in a form which is consistent with that which has been adopted in Albion Technology & General VCT's most recent published annual financial statements (prepared under Financial Reporting Standard 102) having regard to accounting standards, policies and legislation applicable to such annual financial statements in so far as there are no material differences between the financial statements for these years prepared under these two accounting frameworks. The annual reports contain a description of Albion Technology & General VCT's financial condition, changes in financial condition and results of operations for each relevant financial year and are being incorporated by reference and can be accessed at the following website: www.albion-ventures.co.uk.
Where these documents make reference to other documents, such other documents are not incorporated into and do not form part of this Prospectus. Those parts of the annual statutory accounts and half yearly financial reports referred to above which are not being incorporated into this document by reference are either not relevant for investors or are covered elsewhere in this Registration Document.
| Description | December 2013 Annual Report |
December 2014 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2015 |
December 2015 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2016 |
|---|---|---|---|---|---|
| Balance sheet | Page 39 | Page 41 | Page 12 | Page 42 | Page 12 |
| Income statement (or equivalent) |
Page 38 | Page 40 | Page 11 | Page 41 | Page 11 |
| Statement showing all changes in equity (or equivalent note) |
Page 40 | Page 42 | Page 13 | Page 43 | Page 13 |
| Cash flow statements | Page 41 | Page 43 | Page 14 | Page 44 | Page 14 |
| Accounting policies and notes |
Page 42-56 | Page 44-58 | Page 15-21 | Page 45-58 | Page 15-20 |
| Auditors' report | Page 35-37 | Page 36-39 | N/A | Page 37-40 | N/A |
Albion Technology & General VCT's published annual report and accounts for the three financial years ended 31 December 2013, 2014 and 2015 and the half-yearly reports for the six-month periods ended 30 June 2015 and 2016 contain, on the pages specified in the table below, descriptions of its financial condition (in both capital and revenue terms), details of its investment activity and portfolio exposure and changes in its financial condition for each of those periods:
| Description | December 2013 Annual Report |
December 2014 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2015 |
December 2015 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2016 |
|---|---|---|---|---|---|
| Objective | Page 3 | Page 3 | Page 3 | Page 3 | Page 3 |
| Performance summary | Page 4-6 | Page 4-6 | Page 4 | Page 4-5 | Page 4 |
| Results and dividend | Page 8 | Page 7 | Page 6 | Page 7-8 | Page 6 |
| Investment policy | Page 9 | Page 3 | Page 3 | Page 3 | Page 3 |
| Chairman's statement | Page 7-8 | Page 7-8 | N/A | Page 7-9 | N/A |
| Strategic report | Page 9-15 | Page 9-15 | N/A | Page 10-16 | N/A |
| Portfolio summary | Page 18-20 | Page 18-20 | Page 8-10 | Page 19-21 | Page 8-10 |
| Valuation policy | Page 42 | Page 44 | Page 15 | Page 45 | Page 15 |
The key figures that summarise Albion Technology & General VCT's financial position in respect of the three financial years ended 31 December 2013, 2014 and 2015 and the unaudited six-month periods ended 30 June 2015 and 2016 which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:
| Description | December 2013 Annual Report |
December 2014 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2015 |
December 2015 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2016 |
|---|---|---|---|---|---|
| Profit/loss on ordinary activities before taxation (£'000) |
3,632 | 1,576 | 61 | (3,301) | (1,013) |
| Earnings per share (p) | 7.90 | 2.04 | 0.08 | (4.04) | (1.14) |
| Dividends per share (p) | 5.00 | 5.00 | 3.75 | 5.00 | 3.75 |
| Net assets (£'000) | 64,831 | 64,886 | 66,368 | 61,791 | 62,916 |
| NAV per share (p) | 85.75 | 82.85 | 79.19 | 73.92 | 69.22 |
The net asset value per Albion Technology & General VCT Share as at 30 September 2016 (being the most recent unaudited NAV per Ordinary Share published by Albion Technology & General VCT prior to the publication of this document) was 71.0p per Albion Technology & General VCT Share.
There has been no significant change in the financial or trading position of Albion Technology & General VCT since 30 June 2016 (being the last date up to which Albion Technology & General VCT has published interim unaudited financial information).
Albion Venture Capital Trust has produced annual statutory accounts for the three financial years ended 31 March 2014, 2015 and 2016 and half-yearly financial reports for the six-month periods ended 30 September 2015 and 2016 (which contain the information as set out below). BDO LLP of 55 Baker Street, London W1U 7EU reported on the statutory accounts for the three financial years ended 31 March 2014, 2015 and 2016 without qualification and without statements under sections 495 to 497 of CA 2006.
The annual report for the year ended 31 March 2016 was prepared in accordance with Financial Reporting Standard 102. The annual reports for the years ended 31 March 2014 and 2015 were prepared in accordance with UK generally accepted accounting practice (GAAP). In all cases the annual reports were prepared in accordance with applicable United Kingdom law and the relevant Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. Albion Venture Capital Trust and its Directors confirm that Albion Venture Capital Trust's financial information for the year ended 31 March 2015 (prepared under GAAP) has been presented and prepared in a form which is consistent with that which has been adopted in Albion Venture Capital Trust's next published annual financial statements (prepared under Financial Reporting Standard 102) having regard to accounting standards in so far as there are no material differences between the financial statements for these years prepared under these two accounting frameworks. The annual reports contain a description of Albion Venture Capital Trust's financial condition, changes in financial condition and results of operations for each relevant financial year and are being incorporated by reference and can be accessed at the following website: www.albion-ventures.co.uk.
Where these documents make reference to other documents, such other documents are not incorporated into and do not form part of this Prospectus. Those parts of the annual statutory accounts and half-yearly financial reports referred to above which are not being incorporated into this document by reference are either not relevant for investors or are covered elsewhere in this Prospectus.
| Description | March 2014 Annual Report |
March 2015 Annual Report |
Unaudited Half-Year Report for six months ended 30 September 2015 |
March 2016 Annual Report |
Unaudited Half-Year Report for six months ended 30 September 2016 |
|---|---|---|---|---|---|
| Balance sheet | Page 35 | Page 36 | Page 10 | Page 39 | Page 10 |
| Income statement (or equivalent) |
Page 34 | Page 35 | Page 9 | Page 38 | Page 9 |
| Statement showing all changes in equity (or equivalent note) |
Page 36 | Page 37 | Page 11 | Page 40 | Page 11 |
| Cash flow statements | Page 37 | Page 38 | Page 12 | Page 41 | Page 12 |
| Accounting policies and notes |
Page 38-50 | Page 39-51 | Page 13-19 | Page 44-54 | Page 13-18 |
| Auditors' report | Page 31-33 | Page 32-34 | N/A | Page 33-37 | N/A |
Albion Venture Capital Trust's published annual report and accounts for the three financial years ended 31 March 2014, 2015 and 2016 and the half-yearly reports for the six-month periods ended 30 September 2015 and 2016 contain, on the pages specified in the table below, descriptions of its financial condition (in both capital and revenue terms), details of its investment activity and portfolio exposure and changes in its financial condition for each of those periods:
| Description | March 2014 Annual Report |
March 2015 Annual Report |
Unaudited Half-Year Report for six months ended 30 September 2015 |
March 2016 Annual Report |
Unaudited Half-Year Report for six months ended 30 September 2016 |
|---|---|---|---|---|---|
| Objective | Page 3 | Page 3 | Page 3 | Page 3 | Page 3 |
| Performance summary | Page 4-5 | Page 4-5 | Page 4 | Page 4-5 | Page 4 |
| Results and dividend | Page 7 | Page 7 | Page 6-7 | Page 6-7 | Page 6 |
| Investment policy | Page 8 | Page 3 | Page 3 | Page 3 | Page 3 |
| Chairman's statement | Page 6-7 | Page 6-7 | N/A | Page 6-7 | N/A |
| Strategic Report | Page 8-13 | Page 8-13 | N/A | Page 8-14 | N/A |
| Portfolio summary | Page 16-17 | Page 16-17 | Page 8 | Page 17-18 | Page 8 |
| Valuation policy | Page 38 | Page 39 | Page 13 | Page 42 | Page 13 |
The key figures that summarise Albion Venture Capital Trust's financial position in respect of the three financial years ended 31 March 2014, 2015 and 2016 and for the unaudited six-month periods ended 30 September 2015 and 2016 which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:
| Description | March 2014 Annual Report |
March 2015 Annual Report |
Unaudited Half-Year Report for six months ended 30 September 2015 |
March 2016 Annual Report |
Unaudited Half-Year Report for six months ended 30 September 2016 |
|---|---|---|---|---|---|
| Profit/loss on ordinary activities before taxation(£'000) |
1,144 | 3,437 | 2,707 | 4,167 | 2,788 |
| Earnings per share (p) | 2.00 | 5.33 | 3.69 | 5.60 | 3.40 |
| Dividends per share (p) | 5.00 | 5.00 | 2.50 | 5.00 | 2.50 |
| Net assets (£'000) | 42,658 | 46,928 | 51,778 | 56,955 | 57,876 |
| NAV per share (p) | 71.30 | 71.62 | 72.65 | 72.00 | 72.90 |
The net asset value per Albion Venture Capital Trust Share as at 30 September 2016 (being the most recent unaudited NAV per Share published by Albion Venture Capital Trust prior to the publication of this document) was 72.9p per Albion Venture Capital Trust Share.
There has been no significant change in the financial or trading position of Albion Venture Capital Trust since 30 September 2016 (being the last date up to which Albion Venture Capital Trust has published audited financial information).
Crown Place VCT has produced annual statutory accounts for the three financial years ended 30 June 2014, 2015 and 2016 and half-yearly financial reports for the six-month periods ended 31 December 2014 and 2015 (which contain the information as set out below). BDO LLP of 55 Baker Street, London W1U 7EU reported on the statutory accounts for the three financial years ended 30 June 2014, 2015 and 2016 without qualification and without statements under sections 495 to 497 of CA 2006.
Since Crown Place VCT forms part of a group, the financial statements for the Crown Place VCT group (namely, Crown Place VCT, CP1 VCT PLC and CP2 VCT PLC) were prepared in accordance with International Financial Reporting Standards ("IFRS") adopted for use in the European Union (and therefore comply with Article 4 of the EU IAS regulation). In all cases the reports were prepared in accordance with applicable United Kingdom law and the relevant Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts. The annual reports contain a description of Crown Place VCT's financial condition, changes in financial condition and results of operations for each relevant financial year and are being incorporated by reference and can be accessed at the following website: www.albion-ventures.co.uk.
Where these documents make reference to other documents, such other documents are not incorporated into and do not form part of this Prospectus. Those parts of the annual statutory accounts referred to above which are not being incorporated into this document by reference are either not relevant for investors or are covered elsewhere in this Prospectus.
| Description | June 2014 Annual Report |
Unaudited Half Year Report for six months ended 31 December 2014 |
June 2015 Annual Report |
Unaudited Half-Year Report for six months ended 31 December 2015 |
June 2016 Annual Report |
|---|---|---|---|---|---|
| Balance sheet | Page 36-37 | Page 14-15 | Page 38-39 | Page 14-15 | Page 41-42 |
| Income statement (or equivalent) |
Page 35 | Page 13 | Page 37 | Page 13 | Page 40 |
| Statement showing all changes in equity (or equivalent note) |
Page 38-39 | Page 16-17 | Page 40 | Page 16-17 | Page 43-44 |
| Cash flow statements | Page 40-41 | Page 18-19 | Page 42-43 | Page 18-19 | Page 45-46 |
| Accounting policies and notes |
Page 42-58 | Page 20-28 | Page 44-58 | Page 20-27 | Page 47-60 |
| Auditors' report | Page 33-34 | N/A | Page 34-36 | N/A | Page 35-39 |
Crown Place VCT's published annual report and accounts for the three financial years ended 30 June 2014, 2015 and 2016 and the half-yearly financial reports for the six-month periods ended 31 December 2014 and 2015 contain, on the pages specified in the table below, descriptions of its financial condition (in both capital and revenue terms), details of its investment activity and portfolio exposure and changes in its financial condition for each of those periods:
| Description | June 2014 Annual Report |
Unaudited Half Year Report for six months ended 31 December 2014 |
June 2015 Annual Report |
Unaudited Half-Year Report for six months ended 31 December 2015 |
June 2016 Annual Report |
|---|---|---|---|---|---|
| Objective | Page 3 | Page 3 | Page 3 | Page 3 | Page 3 |
| Performance summary | Page 4-5 | Page 4-5 | Page 4-5 | Page 4-5 | Page 4-5 |
| Results and dividend | Page 6 | Page 6 | Page 6 | Page 6 | Page 6 |
| Investment policy | Page 8 | Page 3 | Page 8 | Page 3 | Page 8 |
| Chairman's Statement | Page 6-7 | N/A | Page 6-7 | N/A | Page 6-7 |
| Strategic Report | Page 8-13 | N/A | Page 8-14 | N/A | Page 8-15 |
| Portfolio summary | Page 16-18 | Page 10-12 | Page 17-19 | Page 10-12 | Page 18-20 |
| Valuation policy | Page 43 | Page 20 | Page 44-45 | Page 20 | Page 47-48 |
The key figures that summarise Crown Place VCT's financial position in respect of the three financial years ended 30 June 2014, 2015 and 2016 and the six-month periods ended 31 December 2014 and 2015 which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:
| Description | June 2014 Annual Report |
Unaudited Half Year Report for six months ended 31 December 2014 |
June 2015 Annual Report |
Unaudited Half-Year Report for six months ended 31 December 2015 |
June 2016 Annual Report |
|---|---|---|---|---|---|
| Profit/loss on ordinary activities before taxation (£'000) |
1,976 | 1,366 | 1,339 | 576 | 466 |
| Earnings per share (p) | 2.28 | 1.49 | 1.40 | 0.54 | 0.41 |
| Dividends per share (p) | 2.50 | 1.25 | 2.50 | 1.25 | 2.50 |
| Net assets (£'000) | 29,050 | 29,506 | 33,081 | 32,943 | 37,385 |
| NAV per share (p) | 32.04 | 32.28 | 30.97 | 30.26 | 28.94 |
The net asset value per Crown Place VCT Share as at 30 September 2016 (being the most recent unaudited NAV per Share published by Crown Place VCT prior to the publication of this document) was 30.7p per Crown Place VCT Share.
There has been no significant change in the financial or trading position of Crown Place VCT or its group since 30 June 2016 (being the last date up to which Crown Place VCT has published consolidated audited financial information), save for the increase in net assets to £37.9 million at 30 September 2016 and the increase in NAV per share to 30.7p at that date.
Kings Arms Yard VCT has produced annual statutory accounts for the three financial years ended 31 December 2013, 2014 and 2015 as well as half-yearly financial reports for the six-month periods ended 30 June 2015 and 2016 (which contain the information as set out below). Kings Arms Yard VCT's former auditors, Grant Thornton UK LLP of 30 Finsbury Square, London EC2P 2YU reported on the statutory accounts for the financial year ended 31 December 2013 and BDO LLP of 55 Baker Street, London W1U 7EU reported on the statutory accounts for the financial years ended 31 December 2014 and 2015 without qualification and without statements under sections 495 to 497 of CA 2006.
The annual report for the year ended 31 December 2015 was prepared in accordance with Financial Reporting Standard 102. The annual reports for the years ended 31 December 2013 and 2014 were prepared in accordance with UK generally accepted accounting practice (GAAP). In all cases the annual reports were prepared in accordance with applicable United Kingdom law and the relevant Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. Kings Arms Yard VCT and its Directors confirm that Kings Arms Yard VCT's financial information for the year ended 31 December 2014 (prepared under GAAP) has been presented and prepared in a form which is consistent with that which has been adopted in Kings Arms Yard VCT's most recent published annual financial statements (prepared under Financial Reporting Standard 102) having regard to accounting standards, policies and legislation applicable to such annual financial statements in so far as there are no material differences between the financial statements for these years prepared under these two accounting frameworks. The annual reports contain a description of Kings Arms Yard VCT's financial condition, changes in financial condition and results of operations for each relevant financial year and are being incorporated by reference and can be accessed at the following website: www.albionventures.co.uk.
Where these documents make reference to other documents, such other documents are not incorporated into and do not form part of this Prospectus. Those parts of the annual statutory accounts and half yearly financial reports referred to above which are not being incorporated into this document by reference are either not relevant for investors or are covered elsewhere in this Prospectus.
| Description | December 2013 Annual Report |
December 2014 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2015 |
December 2015 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2016 |
|---|---|---|---|---|---|
| Balance sheet | Page 37 | Page 37 | Page 11 | Page 40 | Page 11 |
| Income statement (or equivalent) |
Page 36 | Page 36 | Page 10 | Page 39 | Page 10 |
| Statement showing all changes in equity (or equivalent note) |
Page 38 | Page 38 | Page 12 | Page 41 | Page 12 |
| Cash flow statements | Page 39 | Page 39 | Page 13 | Page 42 | Page 13 |
| Accounting policies and notes |
Page 40-54 | Page 40-54 | Page 14-20 | Page 43-56 | Page 14-19 |
| Auditors' report | Page 34-35 | Page 33-35 | N/A | Page 34-38 | N/A |
Kings Arms Yard VCT's published annual report and accounts for the three financial years ended 31 December 2013, 2014 and 2015 and the half-yearly financial reports for the six-month periods ended 30 June 2015 and 2016 contain, on the pages specified in the table below, descriptions of its financial condition (in both capital and revenue terms), details of its investment activity and portfolio exposure and changes in its financial condition for each of those periods:
| Description | December 2013 Annual Report |
December 2014 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2015 |
December 2015 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2016 |
|---|---|---|---|---|---|
| Objective | Page 3 | Page 3 | Page 3 | Page 3 | Page 3 |
| Performance summary | Page 4-5 | Page 4-5 | Page 4 | Page 4-5 | Page 4 |
| Results and dividend | Page 6 | Page 6 | Page 5-6 | Page 6 | Page 5 |
| Investment policy | Page 8 | Page 3 | Page 3 | Page 3 | Page 3 |
| Chairman's statement | Page 6-7 | Page 6-7 | Page 5-6 | Page 6-7 | Page 5-6 |
| Strategic Report | Page 8-15 | Page 8-14 | N/A | Page 8-15 | N/A |
| Portfolio summary | Page 18-19 | Page 17-18 | Page 8-9 | Page 18-19 | Page 8-9 |
| Valuation policy | Page 40 | Page 40 | Page 14 | Page 43 | Page 14 |
The key figures that summarise Kings Arms Yard VCT's financial position in respect of the three financial years ended 31 December 2013, 2014 and 2015 and the unaudited six-month periods ended on 30 June 2015 and 2016 which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:
| Description | December 2013 Annual Report |
December 2014 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2015 |
December 2015 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2016 |
|---|---|---|---|---|---|
| Profit/loss on ordinary activities before taxation (£'000) |
4,656 | (324) | 2,288 | 3,835 | 114 |
| Earnings per share (p) | 2.35 | (0.16) | 1.08 | 1.77 | 0.05 |
| Dividends per share (p) | 1.00 | 1.00 | 0.50 | 1.00 | 0.50 |
| Net assets (£'000) | 39,262 | 38,941 | 43,971 | 44,612 | 48,927 |
| NAV per share (p) | 20.45 | 19.31 | 19.90 | 20.11 | 19.66 |
The net asset value per Kings Arms Yard VCT Share as at 30 September 2016 (being the most recent unaudited NAV per Share published by Kings Arms Yard VCT prior to the publication of this document) was 20.94p per Kings Arms Yard VCT Share.
There has been no significant change in the financial or trading position of Kings Arms Yard VCT since 30 June 2016 (being the last date up to which Kings Arms Yard VCT has published interim unaudited financial information), save for an increase in net assets to £52.06 million at 30 September 2016 and an increase in NAV per share to 20.94 pence at that date.
Set out below are the largest investments of each Company as at the date of this document (the percentages of GAV being as at 30 September 2016 for each Company) which have an aggregate value for each Company of at least 50 per cent. of its respective gross assets and/or where they have an individual value of greater than 5 per cent. of its respective gross assets. The following information is unaudited
| Company | Sector | Type | Cost £'000 |
Valuation £'000 |
%GAV |
|---|---|---|---|---|---|
| Radnor House School (Holdings) Limited |
Education | Equity | 308 | 2,829 | 6.5% |
| Radnor House School (Holdings) Limited |
Education | Loan Stock | 2,552 | 2,566 | 5.9% |
| Exco Intouch Limited | Healthcare | Equity | 508 | 2,123 | 4.9% |
| Exco Intouch Limited | Healthcare | Loan Stock | 508 | 630 | 1.4% |
| Chonais River Hydro Limited | Renewables | Equity | 495 | 639 | 1.5% |
| Chonais River Hydro Limited | Renewable energy |
Loan Stock | 1,210 | 1,355 | 3.1% |
| The Street by Street Solar Programme Limited |
Renewable energy |
Equity | 414 | 587 | 1.3% |
| The Street by Street Solar Programme Limited |
Renewable energy |
Loan Stock | 877 | 1,329 | 3.1% |
| Regenerco Renewable Energy Limited |
Renewable energy |
Equity | 377 | 381 | 0.9% |
| Regenerco Renewable Energy Limited |
Renewable energy |
Loan Stock | 827 | 1,239 | 2.8% |
| Proveca Limited | Healthcare | Equity | 313 | 922 | 2.1% |
| Proveca Limited | Healthcare | Loan Stock | 526 | 681 | 1.6% |
| Alto Prodotto Wind Limited | Renewable energy |
Equity | 281 | 456 | 1.1% |
| Company | Sector | Type | Cost £'000 |
Valuation £'000 |
%GAV |
|---|---|---|---|---|---|
| Alto Prodotto Wind Limited | Renewable energy |
Loan Stock | 560 | 840 | 1.9% |
| Earnside Energy Limited | Renewable energy |
Equity | 245 | 212 | 0.5% |
| Earnside Energy Limited | Renewable energy |
Loan Stock | 844 | 1,059 | 2.4% |
| Bravo Inns II Limited | Pubs and other leisure |
Equity | 356 | 436 | 1.0% |
| Bravo Inns II Limited | Pubs and other leisure |
Loan Stock | 724 | 737 | 1.7% |
| Egress Software Technologies Limited |
IT/Software | Equity | 610 | 1,077 | 2.5% |
| Mirada Medical Limited | Healthcare | Equity | 187 | 547 | 1.3% |
| Mirada Medical Limited | Healthcare | Loan Stock | 366 | 478 | 1.1% |
| Hilson Moran Holdings Limited | Support services |
Equity | 231 | 1,015 | 2.3% |
| Company | Sector | Type | Cost £'000 |
Valuation £'000 |
%GAV |
|---|---|---|---|---|---|
| Radnor House School (Holdings) Limited |
Education | Equity | 341 | 3,135 | 6.9% |
| Radnor House School (Holdings) Limited |
Education | Loan Stock | 2,884 | 2,843 | 6.3% |
| Exco Intouch Limited | Healthcare | Equity | 508 | 2,123 | 4.7% |
| Exco Intouch Limited | Healthcare | Loan Stock | 508 | 630 | 1.4% |
| Bravo Inns II Limited | Pubs | Equity | 710 | 851 | 1.9% |
| Bravo Inns II Limited | Pubs | Loan Stock | 1,441 | 1,466 | 3.2% |
| Company | Sector | Type | Cost £'000 |
Valuation £'000 |
%GAV |
|---|---|---|---|---|---|
| Mirada Medical Limited | Healthcare | Equity | 291 | 1,060 | 2.4% |
| Mirada Medical Limited | Healthcare | Loan Stock | 594 | 731 | 1.6% |
| Regenerco Renewable Energy Limited |
Renewable Energy |
Equity | 394 | 399 | 0.9% |
| Regenerco Renewable Energy Limited |
Renewable Energy |
Loan Stock | 866 | 1,296 | 2.9% |
| Earnside Energy Limited | Renewable Energy |
Equity | 314 | 272 | 0.6% |
| Earnside Energy Limited | Renewable Energy |
Loan Stock | 1,081 | 1,405 | 3.1% |
| Egress Software Technologies Limited |
Software | Equity | 880 | 1,554 | 3.4% |
| Alto Prodotto Wind Limited | Renewable Energy |
Equity | 333 | 541 | 1.2% |
| Alto Prodotto Wind Limited | Renewable Energy |
Loan Stock | 665 | 998 | 2.2% |
| Greenenerco Limited | Renewable Energy |
Equity | 300 | 559 | 1.2% |
| Greenenerco Limited | Renewable Energy |
Loan Stock | 685 | 979 | 2.2% |
| The Street by Street Solar Programme Limited |
Renewable Energy |
Equity | 287 | 406 | 0.9% |
| The Street by Street Solar Programme Limited |
Renewable Energy |
Loan Stock | 605 | 917 | 2.0% |
| Proveca Limited | Healthcare | Equity | 261 | 751 | 1.7% |
| Proveca Limited | Healthcare | Loan Stock | 399 | 516 | 1.1% |
| Company | Sector | Type | Cost £'000 |
Valuation £'000 |
%GAV |
|---|---|---|---|---|---|
| Radnor House School (Holdings) Limited |
Education | Equity | 1,057 | 4,912 | 7.6% |
| Radnor House School (Holdings) Limited |
Education | Loan Stock | 4,511 | 4,458 | 6.9% |
| Process Systems Enterprise Limited |
IT and other technology |
Equity | 2,160 | 3,947 | 6.1% |
| Blackbay Limited | IT and other technology |
Equity | 2,146 | 90 | 0.1% |
| Blackbay Limited | IT and other technology |
Loan Stock | 2,066 | 3,045 | 4.7% |
| Bravo Inns II Limited | Pubs | Equity | 843 | 980 | 1.5% |
| Bravo Inns II Limited | Pubs | Loan Stock | 1,796 | 1,820 | 2.8% |
| Chonais River Hydro Limited | Renewable energy |
Equity | 1,179 | 1,675 | 2.6% |
| Chonais River Hydro Limited | Renewable energy |
Loan Stock | 990 | 1,109 | 1.7% |
| Earnside Energy Limited | Renewable energy |
Equity | 475 | 397 | 0.6% |
| Earnside Energy Limited | Renewable energy |
Loan Stock | 1,584 | 1,876 | 2.9% |
| Mi-Pay Group PLC | IT and other technology |
Equity | 4,163 | 2,153 | 3.3% |
| Bravo Inns Limited | Pubs | Equity | 472 | - | 0.0% |
| Bravo Inns Limited | Pubs | Loan Stock | 1,939 | 1,860 | 2.9% |
| Gharagain River Hydro Limited | Renewable energy |
Equity | 966 | 1,240 | 1.9% |
| Gharagain River Hydro Limited | Renewable energy |
Loan Stock | 560 | 560 | 0.9% |
| Memsstar Limited | IT and other technology |
Equity | 515 | 437 | 0.7% |
| Memsstar Limited | IT and other technology |
Loan Stock | 807 | 1,229 | 1.9% |
| Company | Sector | Type | Cost £'000 |
Valuation £'000 |
%GAV |
|---|---|---|---|---|---|
| Mirada Medical Limited | Healthcare | Equity | 414 | 1,031 | 1.6% |
| Mirada Medical Limited | Healthcare | Loan Stock | 445 | 573 | 0.9% |
| Company | Sector | Type | Cost £'000 |
Valuation £'000 |
%GAV |
|---|---|---|---|---|---|
| Shinfield Lodge Care Limited | Healthcare | Equity | 1,976 | 3,156 | 5.4% |
| Shinfield Lodge Care Limited | Healthcare | Loan stock | 4,449 | 4,857 | 8.3% |
| Kew Green VCT (Stansted) Limited |
Hotels | Equity | 3,117 | 4,490 | 7.7% |
| Kew Green VCT (Stansted) Limited |
Hotels | Loan stock | 2,793 | 2,776 | 4.7% |
| Active Lives Care Limited | Healthcare | Equity | 1,200 | 2,232 | 3.8% |
| Active Lives Care Limited | Healthcare | Loan stock | 3,330 | 3,660 | 6.3% |
| Ryefield Court Care Limited | Healthcare | Equity | 1,022 | 2,193 | 3.7% |
| Ryefield Court Care Limited | Healthcare | Loan stock | 2,518 | 2,722 | 4.7% |
| Radnor House School (Holdings) Limited |
Education | Equity | 352 | 2,283 | 3.9% |
| Radnor House School (Holdings) Limited |
Education | Loan stock | 2,100 | 2,071 | 3.5% |
| Chonais River Hydro Limited | Renewable Energy |
Equity | 947 | 1,239 | 2.1% |
| Chonais River Hydro Limited | Renewable Energy |
Loan stock | 2,127 | 2,382 | 4.1% |
| The Crown Hotel Harrogate Limited |
Hotels | Equity | 825 | - | 0.0% |
| The Crown Hotel Harrogate Limited |
Hotels | Loan stock | 3,420 | 3,023 | 5.2% |
| Company | Sector | Type | Cost £'000 |
Valuation £'000 |
%GAV |
|---|---|---|---|---|---|
| Radnor House School (Holdings) Limited |
Education | Equity | 314 | 2,884 | 7.2% |
| Radnor House School (Holdings) Limited |
Education | Loan Stock | 2,568 | 2,727 | 6.9% |
| Shinfield Lodge Care Limited | Healthcare | Equity | 659 | 1,052 | 2.7% |
| Shinfield Lodge Care Limited | Healthcare | Loan Stock | 1,481 | 1,606 | 4.0% |
| Chonais River Hydro Limited | Renewable energy |
Equity | 999 | 1,439 | 3.6% |
| Chonais River Hydro Limited | Renewable energy |
Loan Stock | 550 | 616 | 1.6% |
| Active Lives Care Limited | Healthcare | Equity | 404 | 752 | 1.9% |
| Active Lives Care Limited | Healthcare | Loan Stock | 1,126 | 1,224 | 3.1% |
| ELE Advanced Technologies Limited |
Engineering and manufacturing |
Equity | 1,050 | 1,910 | 4.8% |
| The Crown Hotel Harrogate Limited |
Hotels | Equity | 792 | - | 0.0% |
| The Crown Hotel Harrogate Limited |
Hotels | Loan Stock | 2,184 | 1,884 | 4.7% |
| Ryefield Court Care Limited | Healthcare | Equity | 336 | 720 | 1.8% |
| Ryefield Court Care Liited | Healthcare | Loan Stock | 824 | 883 | 2.2% |
| Gharagain River Hydro Limited | Renewable energy |
Equity | 843 | 1,064 | 2.7% |
| Gharagain River Hydro Limited | Renewable energy |
Loan Stock | 273 | 273 | 0.7% |
| Earnside Energy Limited | Renewable energy |
Equity | 253 | 219 | 0.5% |
| Earnside Energy Limited | Renewable energy |
Loan Stock | 871 | 1,022 | 2.6% |
| Kew Green VCT (Stansted) Limited |
Hotels | Equity | 300 | 199 | 0.5% |
| Company | Sector | Type | Cost £'000 |
Valuation £'000 |
%GAV |
|---|---|---|---|---|---|
| Kew Green VCT (Stansted) Limited |
Hotels | Loan Stock | 505 | 505 | 1.3% |
| Company | Sector | Type | Cost £'000 |
Valuation £'000 |
%GAV |
|---|---|---|---|---|---|
| Elateral Holdings Limited |
Telecommunications, media and technology |
Equity | 2,244 | 3,712 | 7.0% |
| Elateral Holdings Limited |
Telecommunications, media and technology |
Loan stock | 1,700 | 2,189 | 4.1% |
| Active Lives Care Limited |
Healthcare | Equity | 1,095 | 2,037 | 3.9% |
| Active Lives Care Limited |
Healthcare | Loan stock | 3,045 | 3,359 | 6.4% |
| Ryefield Court Care Limited |
Healthcare | Equity | 809 | 1,734 | 3.3% |
| Ryefield Court Care Limited |
Healthcare | Loan stock | 1,991 | 2,167 | 4.1% |
| Chonais River Hydro Limited |
Renewable energy | Equity | 705 | 911 | 1.7% |
| Chonais River Hydro Limited |
Renewable energy | Loan stock | 1,723 | 1,929 | 3.7% |
| Oxford Immunotec Global PLC |
Medical technology and life sciences |
Equity | 1,114 | 2,773 | 5.3% |
| Proveca Limited | Medical technology and life sciences |
Equity | 376 | 1,183 | 2.3% |
| Proveca Limited | Medical technology and life sciences |
Loan stock | 789 | 1,024 | 1.9% |
| Sift Limited | Telecommunications, media and technology |
Equity | 2,119 | 1,457 | 2.8% |
| Sift Limited | Telecommunications, media and technology |
Loan stock | 187 | 170 | 0.3% |
| The Street by Street Solar Programme Limited |
Renewable energy | Equity | 333 | 472 | 0.9% |
| Company | Sector | Type | Cost £'000 |
Valuation £'000 |
%GAV |
|---|---|---|---|---|---|
| The Street by Street Solar Programme Limited |
Renewable energy |
Loan stock | 707 | 1,072 | 2.0% |
| Alto Wind Prodotto Limited | Renewable energy |
Equity | 333 | 541 | 1.0% |
| Alto Wind Prodotto Limited | Renewable energy |
Loan stock | 666 | 998 | 1.9% |
The following sets out further information on various sectors covered by the Albion VCTs' investments:
The Albion VCTs' investments in the education sector focus on fee-paying schools in affluent areas. One such investment is Radnor House Twickenham, an independent day school in Twickenham which was founded in 2010. The freehold site is beside the Thames in a strong demographic location as there is an under-provision of private education in that area. Radnor House has a strong team with an excellent reputation and is performing ahead of budget with approximately 400 students. Another recent investment is Radnor House Sevenoaks (formerly Combe Bank), a long-established school near Sevenoaks which has approximately 300 pupils. It is a freehold, Grade 1 listed property with 30 acres of land.
Addressing the needs of an ageing population, Albion VCTs' care home investments target high quality sites in areas which are able to support private paying residents. The focus is on residential care with the ability to expand into nursing and dementia care. Investments include a 75-bed care home in Cumnor Hill, Oxford, a 60 bed care home in Hillingdon, Greater London as well as a 66-bed care home in Shinfield, Reading. The care homes provide hotel-style accommodation including a bistro, private dining room, library, cinema and hair salon. These investments are building on the established success of Oakland Care Centre in conjunction with an established partner in this sector, Berkley Care Group.
The Albion VCTs' renewable energy portfolio is well-diversified across proven technologies to provide lower-risk, longterm, inflation-linked income. The investment portfolio currently includes investments in the following areas:
The Albion VCTs invest in capital-efficient healthcare businesses addressing the need to deliver healthcare more efficiently with improved patient outcomes. The portfolio currently includes investments in the following areas:
(b) drug development, including companies AMS Sciences (trading as Xceleron), Ergomed, Proveca and Xention, with a value of £9.1 million;
(c) drug distribution, including the company Masters, with a value of £2.4 million; and
The Albion VCTs invest in a portfolio of companies addressing a range of technology challenges. The portfolio currently includes investments in the following areas:
(c) The following authorities were granted at the annual general meeting of Albion Development VCT on 26 May 2016 by the passing of ordinary and special resolutions:
(i) That the Directors be generally and unconditionally authorised in accordance with section 551 of the CA 2006 to allot shares in the Company up to a nominal amount of £128,709 for Ordinary shares, provided that this authority shall expire 18 months from the date that this resolution is passed, or, if earlier, the conclusion of the next Annual General Meeting of the Company but so that the Company may, before the expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert securities into shares pursuant to such an offer or agreement as if this authority had not expired.
This authority shall expire 18 months from the date that this resolution is passed, or, if earlier, the conclusion of the next annual general meeting of the Company, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power had not expired.
In this resolution, "rights issue" means an offer of equity securities open for acceptance for a period fixed by the Directors to holders on the register on a fixed record date in proportion as nearly as may be to their respective holdings, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with any fractional entitlements or legal or practical difficulties under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory.
Under the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 (the "Regulations"), Ordinary
shares purchased by the Company out of distributable profits can be held as treasury shares, which may then be cancelled or sold for cash. The authority sought by this special resolution is intended to apply equally to shares to be held by the Company as treasury shares in accordance with the Regulations.
| Director | No. of Albion Development VCT Ordinary Shares |
% of issued Albion Development VCT voting Share capital |
|---|---|---|
| Geoffrey Vero | 41,394 | 0.07% |
| Jonathan Thornton | 112,627 | 0.18% |
| Dr Andrew Phillipps | 175,979 | 0.28% |
| Patrick Reeve | 141,354 | 0.23% |
In addition to the above, as at 28 November 2015, Albion Ventures, of which Patrick Reeve is the Managing Partner, holds 42,188 Albion Development VCT Ordinary Shares.
It is estimated that the aggregate amount payable to the Albion Development VCT Directors by Albion Development VCT for the financial period ending on 31 December 2016 under the arrangements in force at the date of this document will not exceed £70,000 (plus payments in relation to out-of-pocket expenses). For the year ended 31 December 2015, Geoffrey Vero received £20,500, Jonathan Thornton received £20,500 and Andrew Phillipps received £20,500. The Albion Development VCT Directors receive no other benefits in addition to their fees detailed above.
Save as disclosed in this paragraph, Albion Development VCT has not entered, other than in the ordinary course of business, into any contract which is or may be material to Albion Development VCT within the two years immediately preceding the publication of this document or into any contract which contains any provision under which Albion Development VCT has any obligation or entitlement which is material to Albion Development VCT as at the date of this document:
(a) A Management Agreement dated 10 December 1998 (as novated, amended and supplemented) pursuant to which the Manager provides discretionary investment management and remuneration services to Albion Development VCT.
Under the Management Agreement, the Manager is paid an annual management fee equal to 2.25 per cent of Albion Development VCT's net assets which is paid quarterly in arrears.
The total annual running costs of the Company, including fees payable to the Manager, Directors' fees, professional fees and the costs incurred by the Company in the ordinary course of business (but excluding any exceptional items and performance fees payable by the Manager) are capped at an amount equal to 3.0 per cent of the Company's net assets, with any excess being met by the Manager by way of a reduction in management fees.
The Manager is, in addition, entitled to performance fee. No performance fee is payable to the Manger until the total return exceeds 6.5 pence per Albion Development VCT Share per annum from a base on 1 January 2007 of 98.7 pence for the Albion Development VCT Ordinary Shares and 100 pence for the Albion Development VCT D Shares from the date of first admission of those shares. If the target return is not achieved in a period, the cumulative shortfall is carried forward to the next accounting period and has to be made up before an incentive fee becomes payable. To the extent that the total return exceeds the threshold over the relevant period, a performance fee will be paid to the Manager of an amount equal to 20 per cent. of the excess.
The Management Agreement is terminable by either party by one year's prior written notice, subject to earlier termination by either party in the event of, inter alia, either party committing a material breach of the Management Agreement and failing to rectify the same within 45 days of being requested to do so or if Albion Development VCT fails to become or ceases to be a venture capital trust for tax purposes or if the Manager shall cease to be lawfully able to carry out its obligations under the Management Agreement.
If terminated by Albion Development VCT without due cause or on less than requisite notice, the Manager shall be entitled to receive an amount representing the fees which would have been payable during the period for which notice shall not have been given, calculated by reference to the previous quarterly payments.
The Management Agreement will terminate automatically without compensation, if either party enters into liquidation or has a receiver or administrator appointed over it or its assets, if the Manager cases to be permitted to act as manager, if the Manager commits an act of fraud or upon the passing of a resolution for the voluntary liquidation, reconstruction or reorganisation of Albion Development VCT as provided under Albion Development VCT's Articles of Association.
The Management Agreement contains provisions indemnifying the Manager against any liability not due to its default, negligence, fraud, breach of FSMA or the rules of the FCA.
In line with common practice in the VCT sector, the Manager is entitled to an arrangement fee, payable by each Investee Company, of approximately 2 per cent on each investment made and is entitled to any nonexecutive director fees in respect of the Manager's representation on the boards of Investee Companies.
For the purposes of calculating the fees paid to the Manager, the values of the investments are calculated in accordance with Albion Development VCT normal accounting policies, with any disputes being referred to Albion Development VCT's auditors.
The annual management fees will be charged as to 75 per cent against capital reserves for accounting
purposes, with the balance and all other expenses being charged against revenue. Any performance fees payable to the Manager will be allocated between capital and revenue reserves on a basis to be determined by the Board.
(h) An agreement between the Companies and the Manager dated 28 November 2016 (the "November 2016 Trust Agreement") pursuant to which Albion Venture Capital Trust has agreed to hold the subscription monies received under the Offers as trustee for itself and the other Companies until Shares are allotted by the Companies, following which funds will be distributed to the relevant Companies.
As announced on 3 November 2016, the current annual dividend target of Albion Development VCT is 4p per Albion Development VCT Ordinary Share, but this cannot be guaranteed.
(i) Other than transactions referred to in the notes to the financial reports of Albion Development VCT, there were no related party transactions for Albion Development VCT undertaken during the financial periods covered by the historical financial information referred to in Part III of this document which required disclosure and the Company has not entered into any related party transactions between 30 June 2016 and the date of this document.
(j) Applications will be made for the admission of the Albion Development VCT Shares to be issued under the Albion Development VCT Offer to the premium segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange. The Albion Development VCT Shares shall be in registered form and may be in either certificated or uncertificated form. Albion Development VCT Shares in uncertificated form will be credited to CREST accounts.
(a) As at 31 March 2013, Albion Enterprise VCT's share capital comprised 34,458,394 Albion Enterprise VCT Shares of which 2,599,255 Albion Enterprise VCT Shares were held in treasury.
(b) The Company's issued share capital history since 31 March 2013 is as follows::
This authority shall expire 18 months from the date that this resolution is passed, or, if earlier, the conclusion of the next Annual General Meeting of the Company, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power had not expired.
This power applies in relation to a sale of treasury shares as if all references in this resolution to an allotment included any such sale and in the first paragraph of the resolution the words "pursuant to the authority conferred by resolution number (i)" were omitted in relation to such a sale.
"Rights issue" means an offer of equity securities to holders of shares in the capital of the Company on the register on a record date fixed by the Directors in proportion as nearly as may be to the respective numbers of Ordinary shares held by them, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with any treasury shares, fractional entitlements or legal or practical difficulties under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or any other matter.
Under section 724-732 of the CA 2006, Ordinary shares purchased by the Company out of distributable profits can be held as treasury shares, which may then be cancelled or sold for cash. The authority sought by this special resolution number (iii) is intended to apply equally to shares to be held by the Company as treasury shares in accordance with the Regulations.
| Director | Albion Enterprise VCT No. of Shares |
% of issued Albion Enterprise VCT voting Share capital |
|---|---|---|
| Maxwell Packe | 408,493 | 0.89% |
| Lady Balfour of Burleigh | 30,674 | 0.07% |
| Lord St John of Bletso | 30,831 | 0.07% |
| Patrick Reeve | 70,508 | 0.15% |
In addition to the above, as at 28 November 2016, Albion Ventures, of which Patrick Reeve is Managing Partner, holds 16,831 Albion Enterprise VCT Shares.
Enterprise VCT in the period since its incorporation and remains in any respect outstanding or unperformed.
Save as disclosed in this paragraph, Albion Enterprise VCT has not entered, other than in the ordinary course of business, into any contract which is or may be material to Albion Enterprise VCT within the two years immediately preceding the publication of this document or into any contract which contains any provision under which Albion Enterprise VCT has any obligation or entitlement which is material to Albion Enterprise VCT as at the date of this document:
(a) A Management Agreement dated 8 December 2006 (as novated, amended and supplemented) pursuant to which the Manager provides discretionary investment management and remuneration services to Albion Enterprise VCT.
Under the Management Agreement, the Manager is paid an annual management fee equal to 2.5 per cent. of Albion Enterprise VCT's net assets which is paid quarterly in arrears.
The total annual running costs of the Company, including fees payable to the Manager, Directors' fees, professional fees and the costs incurred by the Company in the ordinary course of business (but excluding any exceptional items and performance fees payable by the Manager) are capped at an amount equal to 3.0 per cent. of the Company's net assets, with any excess being met by the Manager by way of a reduction in management fees.
The Manager is, in addition, entitled to a performance fee. No performance fee is payable to the Manager until the total return exceeds base rate plus 2 per cent. per annum per Share from the original subscription price of £1. If the target return is not achieved in a period, the cumulative shortfall is carried forward to the next accounting period and has to be made up before an incentive fee becomes payable. To the extent that the total return exceeds the threshold over the relevant period, a performance fee will be paid to the Manager of an amount equal to 20 per cent. of the excess.
The Management Agreement is terminable by either party by one year's prior written notice, subject to earlier termination by either party in the event of, inter alia, either party committing a material breach of the Management Agreement and failing to rectify the same within 45 days of being requested to do so or if Albion Enterprise VCT fails to become or ceases to be a venture capital trust for tax purposes or if the Manager shall cease to be lawfully able to carry out its obligations under the Management Agreement.
If terminated by Albion Enterprise VCT without due cause or on less than requisite notice, the Manager shall be entitled to receive an amount representing the fees which would have been payable during the period for which notice shall not have been given, calculated by reference to the previous quarterly payments.
The Management Agreement will terminate automatically without compensation, if either party enters into liquidation or has a receiver or administrator appointed over it or its assets, if the Manager cases to be permitted to act as manager, if the Manager commits an act of fraud or upon the passing of a resolution for the voluntary liquidation, reconstruction or reorganisation of Albion Enterprise VCT as provided under Albion Enterprise VCT's Articles of Association.
The Management Agreement contains provisions indemnifying the Manager against any liability not due to its default, negligence, fraud, breach of FSMA or the rules of the FCA.
In line with common practice in the VCT sector, the Manager is entitled to an arrangement fee, payable by each Investee Company, of approximately 2 per cent on each investment made and is entitled to any nonexecutive director fees in respect of the Manager's representation on the boards of Investee Companies.
For the purposes of calculating the fees paid to the Manager, the values of the investments are calculated in accordance with Albion Enterprise VCT's normal accounting policies, with any disputes being referred to Albion Enterprise VCT's auditors.
The annual management fees will be charged as to 75 per cent against capital reserves for accounting purposes, with the balance and all other expenses being charged against revenue. Any performance fees payable to the Manager will be allocated between capital and revenue reserves on a basis to be determined by the Board.
(d) The Allocation Agreement referred to in paragraph 4(d) of Section A above.
(e) The September 2015 Engagement Letter referred to in paragraph 4(e) of Section A above.
The current annual dividend target of Albion Enterprise VCT is 5p per Albion Enterprise VCT Share, but this cannot be guaranteed.
(i) Other than transactions referred to in the notes to the financial reports of Albion Enterprise VCT, there were no related party transactions for Albion Enterprise VCT undertaken during the financial periods covered by the historical financial information referred to in Part III of this document which required disclosure and the Company has not entered into any related party transactions between 30 September 2016 and the date of this document.
(j) Applications will be made for the admission of the Albion Enterprise VCT Shares to be issued under the Albion Enterprise VCT Offer to the premium segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange. The Albion Enterprise VCT Shares shall be in registered form and may be in either certificated or uncertificated form. Albion Enterprise VCT Shares in uncertificated form will be credited to CREST accounts.
(a) As at 31 December 2013, Albion Technology & General VCT's share capital comprised 79,945,976 Albion Technology & General VCT Ordinary Shares of which 4,341,070 Albion Technology & General VCT Ordinary Shares were held in treasury.
(b) Albion Technology & General VCT's issued share capital history since 31 December 2013 is as follows:
during the period from 31 December 2015 to 28 November 2016 (this being the latest practicable date prior to the publication of this document), Albion Technology & General VCT issued 8,799,230 new Albion Technology & General VCT Shares and 2,233,070 Albion Technology & General VCT Shares were bought back to be held in treasury; and
as at 28 November 2016 (being the latest practicable date prior to the publication of this document), the issued share capital of Albion Technology & General VCT comprised 100,671,234 Albion Technology & General VCT Shares, of which 10,515,070 Albion Technology & General VCT Shares were held in treasury.
This authority shall expire 18 months from the date that this resolution is passed or, if earlier, the conclusion of the next Annual General Meeting, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power had not expired.
"Rights issue" means an offer of equity securities to holders of shares in the capital of the Company on the register on a record date fixed by the Directors in proportion as nearly as may be to the respective number of Ordinary shares held by them, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with any treasury shares, fractional entitlements or legal or practical issues arising under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or any other matter.
This power applies in relation to a sale of treasury shares as if all references in this resolution to an allotment included any such sale and in the first paragraph of the resolution the words "pursuant to the authority conferred by resolution number (i) were omitted in relation to such a sale".
from the Daily Official List of the London Stock Exchange), for the shares for the five business days immediately preceding the day of purchase; and (ii) the higher of the price of the last independent trade and the highest current independent bid relating to a share on the trading venue where the purchase is carried out; and
(d) unless previously varied, revoked or renewed, the authority hereby conferred shall expire 18 months from the date that this resolution is passed or, if earlier, at the conclusion of the annual general meeting of the Company to be held after the passing of this resolution, save that the Company may, at any time prior to such expiry, enter into a contract or contracts to purchase shares under such authority which would or might be completed or executed wholly or partly after the expiration of such authority and may make a purchase of shares pursuant to any such contract or contracts as if the authority conferred hereby had not expired.
Under the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 (the "Regulations"), Ordinary shares purchased by the Company out of distributable profits can be held as treasury shares, which may then be cancelled or sold for cash. The authority sought by this special resolution is intended to apply equally to shares to be held by the Company as treasury shares in accordance with the Regulations.
| Director | Albion Technology & General VCT No. of Shares |
% of issued Albion Technology & General VCT voting Share capital |
|---|---|---|
| Neil Cross | 177,790 | 0.20% |
| Modwenna Rees-Mogg | 3,504 | 0.00% |
| Robin Archibald | 27,479 | 0.03% |
| Mary Anne Cordeiro | 4,844 | 0.01% |
| Patrick Reeve | 588,584 | 0.65% |
In addition to the above, as at 28 November 2016, Albion Ventures, of which Patrick Reeve is Managing Partner, holds 22,795 Albion Technology & General VCT Shares.
into letters of appointment with each of the Albion Technology & General VCT Directors under the terms of which the Albion Technology & General VCT chairman is entitled to annual remuneration of £25,000, the Albion Technology & General Audit Committee Chairman is entitled to annual remuneration of £24,000 and the other Albion Technology & General VCT Directors (other than Patrick Reeve) are entitled to annual remuneration of £22,000 each respectively. During 2016 Robin Archibald received an additional payment of £5,000. No Albion Technology & General VCT Director has a notice period in excess of three months. Albion Technology & General VCT Directors may be removed from office under the terms of Albion Technology & General VCT's articles of association or may resign from office, in each case, with immediate effect at any time.
It is estimated that the aggregate amount payable to the Albion Technology & General VCT Directors by Albion Technology & General VCT for the financial period ending on 31 December 2016 under the arrangements in force at the date of this document will not exceed £95,000 (plus payments in relation to out-of-pocket expenses). For the year ended 31 December 2015, Dr Neil Cross received £19,000, Modwenna Rees-Mogg received £19,000, Robin Archibald received £19,000 and Mary Anne Cordeiro received £19,000. The Albion Technology & General VCT Directors receive no other remuneration benefits in addition to their fees detailed above.
liquidation on 6 May 2011 and dissolved on 1 October 2015. As at the date of the latest filed liquidator's progress report a first and final payment of £163,045 had been made to the only secured creditor to satisfy the outstanding balance of £580,714.05. Also as at the date of the latest filed liquidator's progress report, the liquidator had accepted one claim from an unsecured creditor amounting to £83,308.42 of which a distribution of £2,500 had been made. It is unlikely that there will be any further dividend payable to the unsecured non-preferential creditors.
Save as disclosed in this paragraph, Albion Technology & General VCT has not entered, other than in the ordinary course of business, into any contract which is or may be material to Albion Technology & General VCT within the two years immediately preceding the publication of this document or into any contract which contains any provision under which Albion Technology & General VCT has any obligation or entitlement which is material to Albion Technology & General VCT as at the date of this document:
(a) A Management Agreement dated 14 December 2000 (as novated, amended and supplemented) pursuant to which the Manager provides discretionary investment management and remuneration services to Albion Technology & General VCT.
Under the Management Agreement, the Manager is paid an annual fee to 2.5 per cent of Albion Technology & General VCT's net assets which is paid quarterly in arrears.
The total annual running costs of the Company, including fees payable to the Manager, Directors' fees, professional fees and the costs incurred by the Company in the ordinary course of business (but excluding any exceptional items and performance fees payable by the Manager) are capped at an amount equal to 2.75 per cent of the Company's net assets, with any excess being met by the Manager by way of a reduction in management fees.
The Manager is, in addition, entitled to a performance fee. No performance fee is payable to the Manager until the total return exceeds RPI plus 2 per cent. per annum per Share from the date of first admission to the Official List of the Ordinary Shares, former C Shares and former Albion Income & Growth VCT PLC Shares. If the target return is not achieved in a period, the cumulative shortfall is carried forward to the next accounting period and has to be made up before an incentive fee becomes payable. To the extent that the total return exceeds the threshold over the relevant period, a performance fee will be paid to the Manager of an amount equal to 15 per cent. of the excess.
The Management Agreement is terminable by either party by one year's prior written notice, subject to earlier termination by either party in the event of, inter alia, either party committing a material breach of the Management Agreement and failing to rectify the same within 45 days of being requested to do so or if Albion Technology & General VCT fails to become or ceases to be a venture capital trust for tax purposes or if the Manager shall cease to be lawfully able to carry out its obligations under the Management Agreement.
If terminated by Albion Technology & General VCT without due cause or on less than requisite notice, the Manager shall be entitled to receive an amount representing the fees which would have been payable during the period for which notice shall not have been given, calculated by reference to the previous quarterly payments.
The Management Agreement will terminate automatically without compensation, if either party enters into liquidation or has a receiver or administrator appointed over it or its assets, if the Manager cases to be permitted to act as manager, if the Manager commits an act of fraud or upon the passing of a resolution for the voluntary liquidation, reconstruction or reorganisation of Albion Technology & General VCT as provided under Albion Technology & General VCT's Articles of Association.
The Management Agreement contains provisions indemnifying the Manager against any liability not due to its default, negligence, fraud, breach of FSMA or the rules of the FCA.
In line with common practice in the VCT sector, the Manager is entitled to an arrangement fee, payable by each Investee Company, of approximately 2 per cent. on each investment made and is entitled to any nonexecutive director fees in respect of the Manager's representation on the boards of Investee Companies.
For the purposes of calculating the fees paid to the Manager, the values of the investments are calculated in accordance with Albion Technology & General VCT's normal accounting policies, with any disputes being referred to Albion Technology & General VCT's auditors.
The annual management fees will be charged as to 75 per cent. against capital reserves for accounting purposes, with the balance and all other expenses being charged against revenue. Any performance fees payable to the Manager will be allocated between capital and revenue reserves on a basis to be determined by the Board.
As announced on 22 November 2016, the current annual dividend target of Albion Technology & General VCT is 4p per Albion Technology & General VCT Share, but this cannot be guaranteed.
Technology & General VCT have different voting rights. To the best of the knowledge and belief of the Albion Technology & General VCT Directors, Albion Technology & General VCT is not directly controlled by any other party and, as at 28 November 2016 (being the latest practicable date prior to the publication of this document) there are no arrangements in place that may, at a subsequent date, result in a change of control of Albion Technology & General VCT.
as at 28 November 2016 (being the latest practicable date prior to the publication of this document), the issued share capital of Albion Venture Capital Trust comprised 86,818,875 Albion Venture Capital Trust Shares, of which 7,391,188 Albion Venture Capital Trust Shares were held in treasury.
(c) The following authorities were granted at the annual general meeting of Albion Venture Capital Trust on 8 August 2016 by the passing of ordinary and special resolutions::
This authority shall expire 18 months from the date that this resolution is passed, or, if earlier, at the conclusion of the next Annual General Meeting of the Company save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power had not expired.
This power applies in relation to a sale of treasury shares as if all references in this resolution to an allotment included any such sale and in the first paragraph of the resolution the words "pursuant to the authority conferred by resolution number (i)" were omitted in relation to such a sale.
"Rights issue" means an offer of equity securities to holders of shares in the capital of the Company on the register on a record date fixed by the Directors in proportion as nearly as may be to the respective number of Ordinary Shares held by them, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with any treasury shares, fractional entitlements or legal or practical issues arising under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or any other matter.
(d) unless previously varied, resolved or renewed, the authority hereby conferred shall expire 18 months from the date that this resolution is passed, or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held after the passing of this resolution, save that the Company may at any time prior to such expiry, enter into a contract or contracts to purchase shares under such authority which would or might be completed or executed wholly or partly after the expiration of such authority, and may make a purchase of shares pursuant to any such contract or contracts as if the authority conferred hereby had not expired.
Under the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 (the "Regulations"), Ordinary shares purchased by the Company out of distributable profits can be held as treasury shares, which may then be cancelled or sold for cash. The authority sought by this special resolution is intended to apply equally to shares to be held by the Company as treasury shares in accordance with the Regulations.
| Director | Albion Venture Capital Trust No. of Shares |
% of issued Albion Venture Capital Trust voting Share capital |
|---|---|---|
| David Watkins | 10,000 | 0.01% |
| John Kerr | 13,109 | 0.02% |
| Jeffrey Warren | 20,000 | 0.03% |
| Ebbe Dinesen | 25,426 | 0.03% |
It is estimated that the aggregate amount payable to the Albion Venture Capital Trust Directors by Albion Venture Capital Trust for the financial period ending on 31 March 2017 under the arrangements in force at the date of this document will not exceed £100,000 (plus payments in relation to out-of-pocket expenses). For the financial year ended 31 March 2016, David Watkins received £21,000, John Kerr received £24,000, Ebbe Dinesen received £21,000 and Jeffrey Warren received £21,000. The Albion Venture Capital Trust Directors receive no other benefits in addition to their fees detailed above.
In addition:
Save as disclosed in this paragraph, Albion Venture Capital Trust has not entered, other than in the ordinary course of business, into any contract which is or may be material to Albion Venture Capital Trust within the two years immediately preceding the publication of this document or into any contract which contains any provision under which Albion Venture Capital Trust has any obligation or entitlement which is material to Albion Venture Capital Trust as at the date of this document:
(a) A Management Agreement dated 13 February 1996 (as novated, amended and supplemented) pursuant to which the Manager provides discretionary investment management and remuneration services to Albion Venture Capital Trust.
Under the Management Agreement, the Manager is paid an annual fee equal to 1.9 per cent. of Albion Venture Capital Trust's net assets which is paid quarterly in arrears.
The total annual running costs of the Company, including fees payable to the Manager, Directors' fees, professional fees and the costs incurred by the Company in the ordinary course of business (but excluding any exceptional items and performance fees payable by the Manager) are capped at an amount equal to 3.0 per cent. of the Company's net assets, with any excess being met by the Manager by way of a reduction in management fees.
The Manager is, in addition, entitled to a performance fee. No performance fee is payable to the Manager until the total return exceeds 5 per cent. per annum per Share. If the target return is not achieved in a period, the cumulative shortfall is carried forward to the next accounting period and has to be made up before an incentive fee becomes payable. To the extent that the total return exceeds the threshold over the relevant period, a performance fee will be paid to the Manager of an amount equal to 8 per cent. of the excess.
The Management Agreement is terminable by either party by one year's prior written notice, subject to earlier termination by either party in the event of, inter alia, either party committing a material breach of the Management Agreement and failing to rectify the same within 45 days of being requested to do so or if Albion Venture Capital Trust fails to become or ceases to be a venture capital trust for tax purposes or if the Manager shall cease to be lawfully able to carry out its obligations under the Management Agreement.
If terminated by Albion Venture Capital Trust without due cause or on less than requisite notice, the Manager shall be entitled to receive an amount representing the fees which would have been payable during the period for which notice shall not have been given, calculated by reference to the previous quarterly payments.
The Management Agreement will terminate automatically without compensation, if either party enters into liquidation or has a receiver or administrator appointed over it or its assets, if the Manager cases to be permitted to act as manager, if the Manager commits an act of fraud or upon the passing of a resolution for the voluntary liquidation, reconstruction or reorganisation of Albion Venture Capital Trust as provided under Albion Venture Capital Trust's Articles of Association.
The Management Agreement contains provisions indemnifying the Manager against any liability not due to its default, negligence, fraud, breach of FSMA or the rules of the FCA.
In line with common practice in the VCT sector, the Manager is entitled to an arrangement fee, payable by each Investee Company, of approximately 2 per cent. on each investment made and is entitled to any nonexecutive director fees in respect of the Manager's representation on the boards of Investee Companies.
For the purposes of calculating the fee paid to the Manager, the values of the investments are calculated in accordance with Albion Venture Capital Trust's normal accounting policies, with any disputes being referred to Albion Venture Capital Trust's auditors.
The annual management fees will be charged as to 75 per cent. against capital reserves for accounting purposes, with the balance and all other expenses being charged against revenue. Any performance fees payable to the Manager will be allocated between capital and revenue reserves on a basis to be determined by the Board.
(c) The November 2016 Offer Agreement referred to in paragraph 4(c) of Section A above.
(d) The Allocation Agreement referred to in paragraph 4(d) of Section A above.
The current annual dividend target of Albion Venture Capital Trust is 5p per Albion Venture Capital Trust Share, but this cannot be guaranteed.
were no related party transactions for Albion Venture Capital Trust undertaken during the financial periods covered by the historical financial information referred to in Part III of this document which required disclosure and the Company has not entered into any related party transactions between 30 September 2016 and the date of this document.
during the period from 30 June 2016 to 28 November 2016 (this being the latest practicable date prior to the publication of this document), Crown Place VCT issued no new Crown Place VCT Shares, no Crown Place VCT Shares were sold out of treasury and 1,476,000 Crown Place VCT Shares were bought back to be held in treasury; and
as at 28 November 2016 (being the latest practicable date prior to the publication of this document), the issued share capital of Crown Place VCT comprised 141,097,990 Crown Place VCT Shares, of which 13,391,410 Crown Place VCT Shares were held in treasury.
and shall expire 18 months from the date of this resolution, or at the conclusion of the next Annual General Meeting, whichever is earlier, save that the Company may, before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power had not expired.
In this resolution, "rights issue" means an offer of equity securities open for acceptance for a period fixed by the Directors to holders on the register on a fixed record date in proportion as nearly as may be to their respective holdings, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with any fractional entitlements or legal or practical difficulties under the laws of, or the requirement of any recognised regulatory body or any stock exchange in, any territory.
This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(2)(b) of the Act as if in the first paragraph of the resolution the words "pursuant to the authority conferred by resolution number (i)" were omitted.
Under the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003, shares purchased by the Company out of distributable profits can be held as treasury shares, which may then be cancelled or sold for cash. The authority sought by this special resolution is intended to apply equally to shares to be held by the Company as treasury shares in accordance with the Regulations.
| Director | Crown Place VCT No. of Shares |
% of issued Crown Place VCT voting Share capital |
|---|---|---|
| Richard Huntingford | 24,206 | 0.02% |
| Karen Brade | 6,726 | 0.01% |
| Penny Freer | – | 0.00% |
| James Agnew | 20,123 | 0.02% |
It is estimated that the aggregate amount payable to the Crown Place VCT Directors by Crown Place VCT for the financial period ending on 30 June 2017 under the arrangements in force at the date of this document will not exceed £90,000 (plus payments in relation to out-of-pocket expenses). For the financial year ended 30 June 2016, Richard Huntingford received £22,500, Karen Brade received £20,500, Penny Freer received £19,000, James Agnew (who was appointed on 1 November 2015) received £13,000 and Rachel Beagles (who resigned on 12 November 2015) received £6,000. The Crown Place VCT Directors receive no other remuneration benefits in addition to their fees detailed above.
James Agnew was a director of Valiant Sports Holdings Limited which was wound up voluntarily by its creditors, with an estimated deficiency to creditors of £2.65 million, and was dissolved on 5 September 2014.
(k) There have been no official public incriminations of and/or sanctions on any Crown Place VCT Director by statutory or regulatory authorities (including designated professional bodies) and no Crown Place VCT Director has ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company during the previous five years.
Save as disclosed in this paragraph, Crown Place VCT has not entered, other than in the ordinary course of business, into any contract which is or may be material to Crown Place VCT within the two years immediately preceding the publication of this document or into any contract which contains any provision under which Crown Place VCT has any obligation or entitlement which is material to Crown Place VCT as at the date of this document:
(a) A Management Agreement dated 8 July 2005 (as novated, amended and supplemented) pursuant to which the Manager provides discretionary investment management and remuneration services to Crown Place VCT.
Under the Management Agreement, the Manager is paid an annual fee equal to 1.75 per cent. of Crown Place VCT's net assets which is paid quarterly in arrears.
The total annual running costs of the Company, including fees payable to the Manager, Directors' fees, professional fees and the costs incurred by the Company in the ordinary course of business (but excluding any exceptional items and performance fees payable by the Manager) are capped at an amount equal to 3.0 per cent. of the Company's net assets, with any excess being met by the manager by way of a reduction in management fees.
In order to provide the Manager with an incentive to maximise the return to investors, the Manager is entitled to charge an incentive fee in the event that the returns exceed minimum target levels per Crown Place VCT Share. The target level requires that the aggregate of the growth in the net asset value per Crown Place VCT Share and dividends paid by Crown Place VCT or declared by the Board and approved by the shareholders during the relevant period (both revenue and capital), compared with the previous accounting date, exceeds the average base rate of the Royal Bank of Scotland plc plus 2.0 per cent. If the target return is not achieved in a period, the cumulative shortfall is carried forward to the next accounting period and has to be made up before an incentive fee becomes payable. To the extent that the total return exceeds the threshold over the relevant period, a performance fee will be paid to the Manager of an amount equal to 20 per cent. of the excess.
The Management Agreement is terminable by either party by one year's prior written notice, subject to earlier termination by either party in the event of, inter alia, either party committing a material breach of the Management Agreement and failing to rectify the same within 45 days of being requested to do so or if Crown Place VCT fails to become or ceases to be a venture capital trust for tax purposes or if the Manager shall cease to be lawfully able to carry out its obligations under the Management Agreement.
If terminated by Crown Place VCT without due cause or on less than requisite notice, the Manager shall be entitled to receive an amount representing the fees which would have been payable during the period for which notice shall not have been given, calculated by reference to the previous quarterly payments.
The Management Agreement will terminate automatically without compensation, if either party enters into liquidation or has a receiver or administrator appointed over it or its assets, if the Manager cases to be permitted to act as manager, if the Manager commits an act of fraud or upon the passing of a resolution for the voluntary liquidation, reconstruction or reorganisation of Crown Place VCT as provided under Crown Place VCT's Articles of Association.
The Management Agreement contains provisions indemnifying the Manager against any liability not due to its default, negligence, fraud, breach of FSMA or the rules of the FCA.
In line with common practice in the VCT sector, the Manager is entitled to an arrangement fee, payable by each Investee Company, of approximately 2 per cent on each investment made and is entitled to any nonexecutive director fees in respect of the Manager's representation on the boards of Investee Companies.
For the purposes of calculating the fee paid to the Manager, the values of the investments are calculated in accordance with Crown Place VCT's normal accounting policies, with any disputes being referred to Crown Place VCT's auditors.
The annual management fees will be charged as to 75 per cent. against capital reserves for accounting purposes, with the balance and all other expenses being charged against revenue. Any performance fees payable to the Manager will be allocated between capital and revenue reserves on a basis to be determined by the Board.
The current annual dividend target of Crown Place VCT is 2p per Crown Place VCT Share, but this cannot be guaranteed.
(e) There have been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Crown Place VCT is aware), during the previous 12 months which may have, or have had in the recent past, significant effects on Crown Place VCT and/or its group's financial position or profitability.
(f) The typical investor for whom investment in Crown Place VCT is designed is an individual retail investor aged 18 or over who is a UK tax payer and who already has a portfolio of VCT and non-VCT investments (such as unit trusts, OEICs, investment trusts and direct shareholdings in listed and non-listed companies).
during the period from 31 December 2015 to 28 November 2016 (this being the latest practicable date prior to the publication of this document), Kings Arms Yard VCT issued 30,690,246 new Kings Arms Yard VCT Shares, no Kings Arms Yard VCT Shares were sold out of treasury, 4,185,000 Kings Arms Yard VCT Shares were bought back to be held in treasury and no Kings Arms Yard VCT Shares were bought back for cancellation; and
as at 28 November 2016 (being the latest practicable date prior to the publication of this document), the issued share capital of Kings Arms Yard VCT comprised 283,993,804 Kings Arms Yard VCT Shares, of which 35,648,000 Kings Arms Yard VCT Shares were held in treasury.
(d) otherwise than pursuant to paragraphs (a) and (c) above, up to an aggregate nominal amount of £534,033.
This authority shall expire 18 months from the date that this resolution is passed or, if earlier, the conclusion of the next Annual General Meeting, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power had not expired.
This power applies in relation to a sale of treasury shares which is an allotment of equity securities by virtue of section 560(2)(b) of the Act as if in the first paragraph of the resolution the words "pursuant to the authority conferred by resolution number (i)" were omitted in relation to such a sale
In this resolution, "rights issue" means an offer of equity securities open for acceptance for a period fixed by the Directors to holders on the register on a fixed record date in proportion as nearly as may be to their respective holdings, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with any treasury shares, fractional entitlements or legal or practical issues under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or any other matter.
as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the share is purchased; and (b) the amount stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003;
Under the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 (the "Regulations"), Ordinary shares purchased by the Company out of distributable profits can be held as treasury shares, which may then be cancelled or sold for cash. The authority sought by this special resolution (iii) is intended to apply equally to shares to be held by the Company as treasury shares in accordance with the Regulations.
| Director | Kings Arms Yard VCT No. of Shares |
% of issued Kings Arms Yard VCT voting Share capital |
|---|---|---|
| Robin Field | 782,477 | 0.32% |
| Thomas Chambers | 393,681 | 0.16% |
| Martin Fiennes | 132,500 | 0.05% |
be removed from office under the terms of Kings Arms Yard VCT's articles of association or may resign from office, in each case, with immediate effect at any time.
It is estimated that the aggregate amount payable to the Kings Arms Yard VCT Directors by Kings Arms Yard VCT for the financial period ending on 31 December 2016 under the arrangements in force at the date of this document will not exceed £70,000 (plus payments in relation to out-of-pocket expenses). For the financial year ended 31 December 2015, Robin Field received £22,500, Thomas Chambers received £20,000 and Martin Fiennes received £17,500. The Kings Arms Yard VCT Directors receive no other remuneration benefits in addition to their fees detailed above.
Save as disclosed in this paragraph, Kings Arms Yard VCT has not entered, other than in the ordinary course of business, into any contract which is or may be material to Kings Arms Yard VCT within the two years immediately preceding the publication of this document or into any contract which contains any provision under which Kings Arms Yard VCT has any obligation or entitlement which is material to Kings Arms Yard VCT as at the date of this document:
(a) A Management Agreement dated 8 December 2010 pursuant to which the Manager provides discretionary investment management and remuneration services to Kings Arms Yard VCT.
Under the Management Agreement, the Manager is paid an annual management fee equal to 2 per cent. of the Kings Arms Yard VCT's net assets which is paid quarterly in arrears.
The total annual running costs of the Company, including fees payable to the Manager, Directors' fees, professional fees and the costs incurred by the Company in the ordinary course of business (but excluding any exceptional items and performance fees payable by the Manager) are capped at an amount equal to 3.0 per cent of the Company's net assets, with any excess being met by the manager by way of a reduction in management fees.
The Manager is, in addition, entitled to a performance fee. No performance fee is payable to the Manager until the total return exceeds RPI plus 2 per cent. per annum per Kings Arms Yard VCT Share from the year end or half year on which the net asset value is equal to, or greater than, 20 pence per Kings Arms Yard VCT Share. If the target return is not achieved in a period, the cumulative shortfall is carried forward to the next accounting period and has to be made up before an incentive fee becomes payable. To the extent that the total return exceeds the threshold over the relevant period, a performance fee will be paid to the Manager of an amount equal to 15 per cent. of the excess.
The Management Agreement is terminable by either party by one year's prior written notice, subject to earlier termination by either party in the event of, inter alia, either party committing a material breach of the Management Agreement and failing to rectify the same within 45 days of being requested to do so or if Kings Arms Yard VCT fails to become or ceases to be a venture capital trust for tax purposes or if the Manager shall cease to be lawfully able to carry out its obligations under the Management Agreement.
If terminated by the Kings Arms Yard VCT without due cause or on less than requisite notice, the Manager shall be entitled to receive an amount representing the fees which would have been payable during the period for which notice shall not have been given, calculated by reference to the previous quarterly payments.
The Management Agreement will terminate automatically without compensation, if either party enters into liquidation or has a receiver or administrator appointed over it or its assets, if the Manager cases to be permitted to act as manager, if the Manager commits an act of fraud or upon the passing of a resolution for the voluntary liquidation, reconstruction or reorganisation of Kings Arms Yard VCT as provided under Kings Arms Yard VCT's Articles of Association.
The Management Agreement contains provisions indemnifying the Manager against any liability not due to its default, negligence, fraud, breach of FSMA or the rules of the FCA.
In line with common practice in the VCT sector, the Manager is entitled to an arrangement fee, payable by each Investee Company, of approximately 2 per cent. on each investment made and is entitled to any nonexecutive director fees in respect of the Manager's representation on the boards of Investee Companies.
For the purposes of calculating the fees paid to the Manager, the values of the investments are calculated in accordance with the Kings Arms Yard VCT's normal accounting policies, with any disputes being referred to Kings Arms Yard VCT's auditors.
The annual management fees will be charged as to 75 per cent. against capital reserves for accounting purposes, with the balance and all other expenses being charged against revenue. Any performance fees payable to the Manager will be allocated between capital and revenue reserves on a basis to be determined by the Board.
The current annual dividend target of Kings Arms Yard VCT is 1p per Kings Arms Yard VCT Share, but this cannot be guaranteed.
may be in either certificated or uncertificated form. Kings Arms Yard VCT Shares in uncertificated form will be credited to CREST accounts.
The principal object and purpose of each Company is to carry on business as a general commercial company.
The material provisions of each Company's articles of association are as detailed below. The provisions set out below, apply mutatis mutandis, to each Company, unless otherwise stated. Reference in this section to the "Company" means, as the case may be, one or more Companies, references to the "Directors" and the "Board" mean the directors of or the board of directors of the relevant Company from time to time and references to the "Articles" are to the articles of association of the relevant Company.
Where the Company's share capital is divided into different classes of shares, the rights attached to any shares or class of shares may be varied or abrogated in such manner (if any) as may be provided by such rights or, in the absence of any such provision, either with the written consent of the holders of not less than three-quarters in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares), or with the sanction of an extraordinary resolution passed at a separate general meeting of the holders of shares of that class of shares. The quorum for such a class meeting is two persons holding or representing by proxy at least one third of the nominal amount of the issued shares of that class.
The Company may from time to time in general meeting, by ordinary resolution, increase its share capital by such sums to be divided into shares of such amount as the resolution prescribes, consolidate and divide all or any of its share capital into shares of larger nominal amounts than its existing shares, cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled, and sub-divide its shares, or any of them into shares of a smaller amount and may by such resolution determine that, as between the shares resulting from such sub-division, one or more of the shares may, as compared with the others, have any such preferred or deferred or other special rights or be subject to any such restrictions as the Company has power to attach to unissued or new shares.
The Company may, subject to the provisions of CA 2006 and the Articles, by ordinary resolution from time to time declare dividends to be paid to members not exceeding the amount recommended by the Board. Subject to the provisions of CA 2006, in so far as, in the Board's opinion, the financial position of the Company justifies such payments, the Board may pay interim dividends on any class of shares including those carrying a fixed dividend. The Board may, if authorised by an ordinary resolution of the Company, offer shareholders in respect of any dividend the right to receive Shares instead of cash. The Board may withhold dividends payable (with no obligation to pay interest thereon) on shares (where such shares represent at least 0.25 per cent. of their class) after there has been a failure to provide the Company with information concerning interests in those shares required to be provided under the Articles or CA 2006 until such failure has been remedied. Any dividend unclaimed after a period of 12 years from the date such dividend is payable shall, if the Board resolves, be forfeited and shall revert to the Company.
At any time when the Company has given notice in the prescribed form (which has not been revoked) to the Registrar of Companies of its intention to carry on business as an investment company (a Relevant Period), distribution of the Company's capital profits (within the meaning of section 833(2)(c) of CA 2006) shall be prohibited except to the extent that the requirements for investment company status under section 833 of CA 2006 do not require a company to prohibit the distribution of its capital profits in its memorandum or articles of association. The Board shall establish a reserve to be called the capital reserve. During a Relevant Period, all surpluses arising from the realisation or revaluation of investments and all other monies realised on or derived from the realisation, repayment of or other dealing with any capital asset in excess of the book value thereof and all other monies which are considered by the Board to be in the nature of accretion to capital shall be credited to the capital reserve. Subject to CA 2006, the Board may determine whether any amount received by the Company is to be dealt with as income or capital or partly one way and partly the other. During a Relevant Period, any loss realised on the realisation or repayment of or other dealing with any investments or other capital assets and, subject to CA 2006, any expense or liability (or provision thereof) which the Board considers to relate to a capital item or which the Board otherwise considers appropriate to be debited to the capital reserve shall be carried to the debit of the capital reserve. During a Relevant Period, all sums carried and standing to the credit of the capital reserve may be applied for any of the purposes to which the sums standing to any revenue reserve are applicable except and provided that, notwithstanding any other provision of the Articles, no part of the capital reserve or any other money in the nature of accretion to capital shall be transferred to the revenue reserves of the Company or be regarded or treated as profits of the Company available for distribution (as defined by section 829 of CA 2006), except to the extent that the requirements for investment company status under section 833 of CA 2006 do not require a company to prohibit the distribution of its capital profits in its memorandum or articles of association, or be applied in paying dividends on any shares in the Company. In periods other than a Relevant Period, any amount standing to the credit of the capital reserve may be transferred to the revenue reserves of the Company or be regarded or treated as profits of the Company available for distribution (as defined by section 829 of CA 2006) or applied in paying dividends on any shares in the Company.
(a) Unless otherwise determined by ordinary resolution of the Company, the Directors (disregarding alternate Directors) shall not be less than two but there shall be no maximum number of Directors.
The Company may by ordinary resolution appoint a person who is willing to be a Director. The Board may appoint any person who is willing to act as a Director. The Board may appoint one or more of its body to hold any employment or executive office and may revoke or terminate such appointment, without prejudice to any claim for damages for breach of contract between the Director and the Company.
A Director shall not be required to hold any shares in the Company.
The Company may by ordinary resolution remove any director before the expiration of his period of office.
(a) Subject to the provisions of CA 2006 and of the Articles, a Director, notwithstanding his office:
Any such authorisation may be given subject to terms and conditions as the Board think fit to impose at the time of such authorisation or subsequently and the authorisation may be varied or terminated by the Board at any time. Any such authorisation is only effective if given by the non-Conflicted Directors and if any requirement as to the quorum of the meeting is met by the non-Conflicted Directors.
If a matter has been so authorised by the Board, the Conflicted Director:
(ii) every Director, alternate Director, secretary and other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, damages and liabilities incurred by him in connection with his duties or the exercise of his powers.
The Board may exercise all powers of the Company to borrow money and to mortgage or charge all or any part of its undertaking, property and assets (present and future) and uncalled capital and, subject to the provisions of CA 2006, to create and issue debentures, other loan stock and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party. Such powers are however limited so that the aggregate principal amount outstanding in respect of monies borrowed by the Company shall not, without the previous sanction of an ordinary resolution of the Company, exceed an amount equal to the adjusted share capital and reserves of the Company (for Crown Place VCT and Kings Arms Yard), 10 per cent. thereof (for Albion Development VCT, Albion Enterprise VCT, Albion Technology & General VCT and Albion Venture Capital Trust).
Subject to various notice requirements, the Company may sell at the best price reasonably obtainable any share held by a member provided that for a period of 12 years at least three dividends (whether interim or final) on those shares have become payable and no such dividend has been claimed, no cheque or warrant has been cashed and the Company has not received any communication during the relevant period from the holder of the shares.
Annual general meetings and other general meetings of the Company shall be called by at least such minimum period of notice as is prescribed under CA 2006.
Obligations by Shareholders to disclose to the Companies notifiable interests in their shares are stated in Part 22 of CA 2006, sections 89A to 89L of FSMA and the Disclosure and Transparency Rules. In accordance with the Articles, failure by any member to provide the Company with the information as requested by any notice serviced in accordance with section 793 of CA 2006 may result in the member being restricted in respect of his shareholdings and, inter alia, the withholding of any dividend payable to him.
Investments, including unquoted loan stocks (other than in respect of Crown Place VCT), are designated as fair value through profit or loss ("FVTPL"). Unquoted investments' fair value is determined by the Directors in accordance with the International Private Equity and Venture Capital Valuation Guidelines (IPEVCV guidelines).
For Crown Place VCT, unquoted loan stocks (excluding debt issued at a discount and convertible bonds) are classified as loans and receivables and measured at amortised cost using the effective interest rate method less impairment.
Investments will usually be valued quarterly and the resulting net asset values will be communicated to Shareholders through a Regulatory Information Service. The Company will also announce when there has been a major change to its net asset value, for instance as a result of a disposal of an investment or if the Company undertakes a fundraising and needs to announce an interim valuation. The calculation of net asset value of the Company's investments will only be suspended in circumstances where the underlying data necessary to value the investments of the Company cannot readily, or without undue expenditure, be obtained. Details of any suspension would be announced through a Regulatory Information Service.
The Manager acts as custodian for each Company's unquoted assets and, in that capacity, is responsible for
ensuring safe custody and dealing with settlement arrangements. Certificates representing the investments made by the Companies are deposited with NatWest Bank and segregated within a secure safe. UBS acts as custodian of depository receipts in one investee company held by Kings Arms Yard VCT.
The following paragraphs, which are intended as a general guide only and are based on current legislation and HMRC practice, summarise advice received by the Directors as to the position of the Shareholders who hold shares other than for trading purposes. Any person who is in any doubt as to his taxation position or is subject to taxation in any jurisdiction other than the United Kingdom should consult his professional advisers.
Each Company has to satisfy a number of tests to continue to qualify as a VCT. A summary of these tests is set out below. The following information is based on current UK law and practice and is subject to changes therein, is given by way of a general summary and does not constitute legal or tax advice.
(a) Qualification as a VCT
To qualify as a VCT, a company must be approved as such by HMRC. To obtain such approval it must:
11 no investment can be made by a VCT in a company that causes that company to receive more than £12 million (£20 million if the company is deemed to be a "knowledge intensive" company) of State Aid Risk Finance investment (including from VCTs) over the company's lifetime;
12 no investment can made by a VCT in a company whose first commercial sale was more than 7 years prior to date of investment, except where previous State Aid Risk Finance was received by the company within 7 years (10 years for a "knowledge intensive" company) or where a turnover test is satisfied; and
The term "eligible shares" means shares which carry no preferential rights to assets on a winding-up and no rights to be redeemed, although they may have certain preferential rights to dividends. For funds raised before 6 April 2011, "eligible shares" are ordinary shares which do not carry any rights to be redeemed or a preferential right to dividends or to assets on a winding up.
A Qualifying Investment consists of shares or securities first issued to the VCT (and held by it ever since) by a company satisfying the conditions set out in Chapter 4 of Part 6 of ITA 2007.
The conditions are detailed, but include that the company must be a Qualifying Company, have gross assets not exceeding £15 million immediately before and £16 million immediately after the investment, have fewer than 250 full-time equivalent employees, apply the money raised for the purposes of a qualifying trade within a certain time period, cannot be controlled by another company and at the time of investment did not obtain more than £5 million of investment from EU state aided risk capital measures in the twelve month period ending on the date of the investment by the VCT, and does not obtain a total of more than £12 million of such investment (£20 million for a company deemed to be a "knowledge intensive" company).
(c) Qualifying Companies
A Qualifying Company must be unquoted (for VCT purposes this includes companies whose shares are traded on AIM) and must carry on a qualifying trade. For this purpose certain activities are excluded such as dealing in land or shares or providing financial services. The qualifying trade must be less than seven years old at the time of the first investment from State Aid Risk Finance (or a turnover test must be satisfied). The qualifying trade must either be carried on by, or be intended to be carried on by, the Qualifying Company or by a qualifying subsidiary at the time of the issue of shares or securities to the VCT (and at all times thereafter).
The company must have a permanent establishment in the UK, but the company need not be UK resident. A company intending to carry on a qualifying trade must begin to trade within two years of the issue of shares or securities to the VCT and continue it thereafter.
A Qualifying Company may have no subsidiaries other than qualifying subsidiaries which must, in most cases, be at least 51 per cent. owned.
VCT funds cannot be used by a Qualifying Company to fund the purchase of a business or of shares in another company.
(d) Approval as a VCT
A VCT must be approved at all times by HMRC. Approval has effect from the time specified at approval. A VCT cannot be approved unless the tests detailed above are met throughout the most recent complete accounting period of the VCT and HMRC is satisfied that they will be met in relation to the accounting period of the VCT which is current when the application is made. However, where a VCT raises further funds, VCTs are given grace periods to invest those funds before those funds need to meet such tests. Each Company has received approval as a VCT from HMRC.
(e) Withdrawal of approval
Approval of a VCT may be withdrawn by HMRC if the various tests set out above are not satisfied. The exemption from corporation tax on capital gains will not apply to any gain realised after the point at which VCT status is lost. Withdrawal of approval generally has effect from time to time when notice is given to the VCT but in relation to capital gains tax of the VCT only can be backdated to not earlier than the first day of the accounting period commencing immediately after the last accounting period of the VCT in which all of the tests were satisfied.
The Manager may be involved in other financial, investment or professional activities that may on occasion give rise to conflicts of interest with the Companies. In particular, it currently does, and may continue to, provide investment management, investment advice or other services in relation to a number of other funds or companies/ clients that may have similar investment objectives and/or policies to that of the Companies and may receive ad valorem and/or performance-related fees for doing so. As a result, the Manager may have conflicts of interest in allocating investments among the Companies and other clients and in effecting transactions between the Company and other clients. The Manager may give advice or take action with respect to such other clients that differs from the advice given or actions taken with respect to the Companies.
The Boards of each of the Companies have noted that the Manager has other clients and have satisfied themselves that the Manager has procedures in place to address potential conflicts of interest. In particular, prior to the launch of Albion Community Power PLC, the Companies were granted priority in respect of a certain level of renewable energy projects; and prior to the launch of Albion Care Communities Limited, the relevant Companies granted consent to Albion Care Communities Limited to undertake a certain number of new care home projects. It is not expected that the Companies will co-invest in the UCL Technology Fund or with OLIM Limited.
No person receiving a copy of this document in any territory other than the UK may treat the same as constituting an invitation or offer to him unless, in the relevant territory, such an invitation or offer could be lawfully made to him without contravention of any registration or other legal requirements.
The distribution of this document in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any of these restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities law of any such jurisdiction.
It is the responsibility of any person outside the UK wishing to make an application to satisfy himself as to the full observance of the laws of the relevant territory in connection therewith, including obtaining any requisite governmental or other consents, observing any other formalities required to be observed in such territory and paying any issue, transfer or other taxes required to be paid in such territory.
No action has been taken to permit the distribution of the Prospectus in any jurisdiction outside the UK where such action is required to be taken.
The New Shares have not been, nor will they be, registered in the United States under the United States Securities Act of 1933, as amended, (Securities Act) or under the securities laws of any Restricted Territory and they may not be offered or sold directly or indirectly within the United States or any of the Restricted Territories or to, or for the account or benefit of US Persons (as defined in Regulation S made under the Securities Act) or any national, citizen or resident of the United States or any of the Restricted Territories. The Offers are not being made, directly or indirectly, in or into the United States or any of the Restricted Territories or in any other jurisdiction where to do so would be unlawful. In particular, prospective shareholders who are resident in the United States or any Restricted Territory should note that this document is being sent for information purposes only.
All applicants under the Offers will be required to warrant that they are not a US Person (within the meaning of Regulation S made under the United States Securities Act of 1933, as amended), nor a resident, national or citizen of a Restricted Territory.
Copies of the following documents will be available for inspection during usual business hours on weekdays, weekends and public holidays excepted, at the offices of Albion Ventures LLP, 1 King's Arms Yard, London EC2R 7AF whilst the Offers are open:
Where information has been sourced from a third party, this information has been accurately reproduced and as far as the Companies are aware and are able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.
Howard Kennedy Corporate Services LLP is acting as sponsor to each Company in respect of their respective applications for Admission. Howard Kennedy Corporate Services LLP has given and not withdrawn its written consent to the inclusion in this document of references to its name in the form and context in which it appears.
In this document, the following words and expressions have the following meanings:
| Admission | the respective dates on which the New Shares allotted pursuant to the Offers are listed on the premium segment of the Official List and admitted to trading on the London Stock Exchange's main market for listed securities |
|---|---|
| AIC | the Association of Investment Companies |
| AIC Code | the AIC's Code of Corporate Governance issued in February 2015 |
| AIC Guide | the AIC Corporate Governance Guide for Investment Companies issued in February 2015 |
| AIM | the AIM Market of the London Stock Exchange |
| Albion Development VCT | Albion Development VCT PLC |
| Albion Development VCT Directors | the directors of Albion Development VCT (and each an Albion Development VCT Director) |
| Albion Development VCT Offer | the offer for subscription of New Shares in Albion Development VCT contained in the Prospectus |
| Albion Enterprise VCT | Albion Enterprise VCT PLC |
| Albion Enterprise VCT Directors | the directors of Albion Enterprise VCT (and each an Albion Enterprise VCT Director) |
| Albion Enterprise VCT Offer | the offer for subscription of New Shares in Albion Enterprise VCT contained in the Prospectus |
| Albion Technology & General VCT | Albion Technology & General VCT PLC |
| Albion Technology & General VCT Directors |
the directors of Albion Technology & General VCT (and each an Albion Technology & General VCT Director) |
| Albion Technology & General VCT Offer |
the offer for subscription of New Shares in Albion Technology & General VCT contained in the Prospectus |
| Albion Venture Capital Trust | Albion Venture Capital Trust PLC |
| Albion Venture Capital Trust Directors |
the directors of Albion Venture Capital Trust (and each an Albion Venture Capital Trust Director) |
| Albion Venture Capital Trust Offer | the offer for subscription of New Shares in Albion Venture Capital Trust contained in the Prospectus |
| Albion Ventures or the Manager | Albion Ventures LLP, or its predecessor business |
| Boards | the boards of Directors of the Companies (and each a Board) |
| Business Day | any day (other than a Saturday or Sunday) on which clearing banks are open for normal banking business in sterling |
| CA 2006 | the Companies Act 2006, as amended |
| Companies | Albion Development VCT, Albion Enterprise VCT, Albion Technology & General VCT, Albion Venture Capital Trust, Crown Place VCT and Kings Arms Yard VCT (and each a Company) |
| CREST | the computerised settlement system to facilitate the transfer of title to securities in uncertificated form operated by Euroclear UK & Ireland Limited |
| Crown Place VCT | Crown Place VCT PLC |
|---|---|
| Crown Place VCT Directors | the directors of Crown Place VCT (and each a Crown Place VCT Director) |
| Crown Place VCT Offer | the offer for subscription of New Shares in Crown Place VCT contained in the Prospectus |
| Disclosure and Transparency Rules | the disclosure and transparency rules made by the FCA under section 73A of FSMA |
| FCA | the Financial Conduct Authority |
| FSMA | the Financial Services and Markets Act 2000 |
| HMRC | Her Majesty's Revenue and Customs |
| HMRC Value | the original cost of an investment, adjusted to the value at the time of any addition to that investment in accordance with section 278 of the Income Tax Act 2007 |
| IFRS | International Financial Reporting Standards |
| ITA 2007 | the Income Tax Act 2007 (as amended) |
| Kings Arms Yard VCT | Kings Arms Yard VCT PLC |
| Kings Arms Yard VCT Directors | the directors of Kings Arms Yard VCT (and each a Kings Arms Yard VCT Director) |
| Kings Arms Yard VCT Offer | the offer for subscription of New Shares in Kings Arms Yard VCT contained in the Prospectus |
| Listing Rules | the listing rules made by the UK Listing Authority under section 74 of FSMA |
| LLP | a limited liability partnership |
| London Stock Exchange | London Stock Exchange plc |
| NAV or net asset value | in relation to a share, the net asset value of a share calculated in accordance with the relevant company's accounting policies and, in relation to a company, the aggregate net asset value attributable to that company's issued shares (excluding any shares held in treasury) |
| New Shares | new Shares in a Company to be issued under its Offer |
| Offer Price | the subscription price of the New Shares under each Offer as calculated in accordance with the Pricing Formula |
| Offers | the Albion Development VCT Offer, the Albion Enterprise VCT Offer, the Albion Technology & General VCT Offer, the Albion Venture Capital Trust Offer, the Crown Place VCT Offer and the Kings Arms Yard VCT Offer (and each an Offer) |
| Official List | the official list of the UK Listing Authority |
| Pricing Formula | the formula to be used to calculate the Offer Price of the New Shares under each Offer as set out in the Securities Note |
| Prospectus | this Registration Document, the Securities Note and the Summary |
| Qualifying Company | an unquoted (including AIM-traded) company which satisfies the requirements of Part 4 of Chapter 6 of ITA 2007 |
|---|---|
| Qualifying Investment | shares in, or securities of, a Qualifying Company held by a VCT which meet the requirements of Part 4 of Chapter 6 of ITA 2007 |
| Qualifying Investor | an individual aged 18 or over who satisfies the conditions of eligibility for tax relief available to investors in a VCT |
| Registrars | Computershare Investor Services PLC |
| Registration Document | this document dated 29 November 2016 |
| Regulatory Information Service | a regulatory information service approved by the FCA |
| Restricted Territories | Canada, Australia, Japan and South Africa |
| Securities Note | the securities note issued by the Companies dated 29 November 2016 in connection with the Offers |
| Shareholders | holders of Shares in any one or more of the Companies (and each a Shareholder) |
| Shares | ordinary shares of 1p (or 10p in the case of Crown Place VCT) each in the capital of a Company (and each a Share) |
| Sponsor | Howard Kennedy Corporate Services LLP |
| Summary | the summary issued by the Companies dated 29 November 2016 in connection with the Offers |
| this document | the Registration Document |
| UK Corporate Governance Code | the UK Corporate Governance Code issued by the Financial Reporting Council in September 2012 and, for companies with reporting periods after 1 October 2014, the edition issued in September 2014 |
| UK GAAP | UK Generally Accepted Accounting Principles |
| UK Listing Authority | the FCA in its capacity as the competent authority for the purposes of Part VI of FSMA |
| VCT Value | the value of an investment calculated in accordance with section 278 of ITA 2007 |
| Venture Capital Trust or VCT | a venture capital trust as defined in section 259 of ITA 2007 |
Geoffrey Vero Jonathan Thornton Andrew Phillipps Patrick Reeve
Neil Cross Modwenna Rees-Mogg Robin Archibald Mary Anne Cordeiro Patrick Reeve
Richard Huntingford Karen Brade Penny Freer James Agnew
Albion Ventures LLP 1 King's Arms Yard London EC2R 7AF Telephone: 020 7601 1850
Bird & Bird LLP 12 New Fetter Lane London EC4A 1JP
BDO LLP 55 Baker Street London W1U 7EU
Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ Telephone: 0870 702 0000
Maxwell Packe Lady Balfour of Burleigh Lord St John of Bletso Patrick Reeve
David Watkins John Kerr Jeff Warren Ebbe Dinesen
Howard Kennedy Corporate Services LLP No.1 London Bridge London SE1 9BG
Philip Hare & Associates Suite C – First Floor 4-6 Staple Inn Holborn London WC1V 7QH
RAM Capital Partners LLP 4 Staple Inn London WC1V 7QH
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1 Kings's Arms Yard, London EC2R 7AF T 020 7601 1850 www.albion-ventures.co.uk
Sales and Marketing Adviser T 020 3006 7530 www.ramcapital.co.uk
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