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ALBION TECHNOLOGY & GENERAL VCT PLC

Interim / Quarterly Report Jun 30, 2011

4804_ir_2011-06-30_37b516ee-7792-4c7b-b385-cf9a37b994ff.pdf

Interim / Quarterly Report

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Half-yearly Financial Report (unaudited) for the six months to 30 June 2011

Albion Technology & General lbio n Technology Gen eralVCT PLC

Contents

Page

  • 2 Company information
  • 3 Investment objectives and financial calendar
  • 4 Financial highlights (unaudited)
  • 5 Interim management report
  • 6 Responsibility statement
  • 7 Portfolio of investments
  • 10 Summary income statement
  • 11 Summary balance sheet
  • 12 Summary reconciliation of movements in shareholders' funds
  • 14 Summary cash flow statement
  • 15 Notes to the unaudited summarised Financial Statements

Company information

Company number 4114310
Directors Dr N E Cross, Chairman
Lt Gen Sir Edmund Burton KBE
M J Hart
P H Reeve
Manager, company secretary
and registered office
Albion Ventures LLP
1 King's Arms Yard
London EC2R 7AF
Registrars Capita Registrars Limited
Northern House
Penistone Road
Fenay Bridge
Huddersfield HD8 0LA
Auditor PKF (UK) LLP
Farringdon Place
20 Farringdon Road
London EC1M 3AP
Taxation adviser PricewaterhouseCoopers LLP
1 Embankment Place
London WC2N 6RH
Legal advisers Berwin Leighton Paisner LLP
Adelaide House
London Bridge
London EC4R 9HA
Albion Technology & General VCT PLC is a member of the Association of Investment Companies.
Shareholder information For help relating to dividend payments, shareholdings and share
certificates please contact Capita Registrars Limited:
Tel: 0871 664 0300 (calls cost 10p per minute plus network
extras; lines are open 8.30 am – 5.30 pm Monday to Friday)
Email: [email protected]
www.capitaregistrars.com
Shareholders can access holdings and valuation information
regarding any of their shares held by Capita Registrars by
registering on Capita's website.
For enquiries relating to the performance of the Fund please contact
Albion Ventures LLP:
Tel: 020 7601 1850 (calls may be recorded; lines are open
9.00 am – 5.30 pm Monday to Friday)
Email: [email protected]
Website: www.albion-ventures.co.uk
IFA information Independent Financial Advisers with questions please contact
Albion Ventures LLP:
Tel: 020 7601 1850 (calls may be recorded; lines are open
9.00 am – 5.30 pm Monday to Friday)
Email: [email protected]
Website: www.albion-ventures.co.uk

Investment objectives

Albion Technology & General VCT PLC ("the Company") is a Venture Capital Trust which raised £14.3 million in December 2000 and 2002, and £35.0 million during 2006 through the launch of a C share issue. The Company raised a further £1.67 million in early 2011 under the Albion VCTs Linked Top Up Offer.

The Company offers investors the opportunity to participate in a balanced portfolio of technology and non-technology businesses. The Company's investment portfolio is intended to be split approximately as follows:

  • 40 per cent. in unquoted UK technology-related companies; and
  • 60 per cent. in unquoted UK non-technology companies.

The Investment Manager 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. First, controlling the VCT's exposure to technology risk by ensuring that many of the companies in the non-technology portfolio have property as their major asset, with no external borrowings. Second, 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.

Financial calendar

Record date for second dividend 30 September 2011 Payment date for second dividend 28 October 2011 Financial year end 31 December 2011

Financial highlights (unaudited)

Ordinary shares C shares
Unaudited
Unaudited
Unaudited
six months
six months
Audited six months Audited
ended
ended
year ended ended year ended
30 June
30 June
31 December 30 June 31 December
2011
2010
2010 2010 2010
(pence per
(pence per
(pence per (pence per (pence per
share)
share)
share) share) share)
Net asset value
87.9
92.0
87.6 70.6 68.1
Revenue return
0.7
0.9
1.6 0.5 1.1
2.0
Capital return/(loss)
2.4
1.0 (1.4) (3.0)
Ordinary shares
(pence per
share) (i)
C shares
(pence per
share) (i)(ii)
Total shareholder net asset value return to 30 June 2011
Total dividends paid during the period ended: 31 December 2001 1.0
31 December 2002 2.0
31 December 2003 1.5
31 December 2004 7.5
31 December 2005 9.0
31 December 2006 8.0 0.5
31 December 2007 8.0 2.5
31 December 2008 (iii) 16.0 4.5
31 December 2009 (iii) 1.0
31 December 2010 8.0 3.0
30 June 2011 2.5 1.9
Total dividends paid to 30 June 2011 ––––––––
63.5
––––––––
13.4
Net asset value as at 30 June 2011 87.9 68.4
Total shareholder net asset value return to 30 June 2011 ––––––––
151.4
––––––––
––––––––
81.8
––––––––

The Directors have declared a dividend of 2.5 pence per Ordinary share, payable on 28 October 2011 to shareholders on the register as at 30 September 2011.

Notes:

(i) Excludes tax benefits upon subscription.

  • (ii) The C shares were converted into Ordinary shares on 31 March 2011, with a conversion of 0.7779 Ordinary shares for each C share. The net asset value per share and all dividends paid subsequent to the conversion of the C shares to the Ordinary shares are multiplied by the conversion factor of 0.7779 in respect of the C shares' return, in order to give an accurate picture of the shareholder value since launch relating to the C shares.
  • (iii) The Ordinary shares' dividend of 8.0 pence per share for 2009 was paid in advance on 30 December 2008. The C shares' first dividend for 2009 of 1.5 pence per share was also paid in advance on 30 December 2008.

Interim management report

Introduction

The results for Albion Technology & General VCT PLC for the six months to 30 June 2011 show further progress from the low point of the UK recession. Following the merger of the Ordinary shares and the C share portfolio, the Company recorded a positive total return of 2.7 pence per share.

Investment Performance and Progress

During the period, the VCT benefitted particularly from the realisation of its investment in Dexela, the medical imaging business. The company was sold to Perkin Elmer of the US in June and investors expect to make up to three times return on their investment. The sale resulted in an uplift in valuation of £1 million. Elsewhere within the portfolio, strong performances by sparesFinder, Rostima and Process Systems Enterprise were counterbalanced by a weaker performance than expected by Xceleron.

During the period, a total of £1 million was invested in three new investee companies and five existing investee companies. Of these eight businesses, three were in the environmental and renewable sector and four were in the healthcare sector.

Split of investment portfolio by valuation

Risks, uncertainties and prospects

We remain cautious over the short and medium term prospects of the UK and global economies in view of the currency and debt constraints which are increasingly becoming apparent. Nevertheless, we

believe that many of the sectors in which we operate, and the investee companies which we support, will be able to grow despite these broader uncertainties. In addition, it remains our general policy that investee companies have no external bank borrowings. The investment portfolio continues to mature and the prospects overall continue to look positive.

Other risks and uncertainties remain unchanged and these are detailed on pages 24 to 25 of the Annual Report and Financial Statements for the year ended 31 December 2010.

Related party transactions

Details of material related party transactions for the reporting period can be found in note 11 of this Halfyearly Financial Report.

Results and dividend

As at 30 June 2011 the net asset value per ordinary share was 87.9 pence (30 June 2010: 92.0 pence; 31 December 2010: 87.6 pence). The equivalent net asset value for the C Shares, after allowing for the conversion at 0.7779 new Ordinary Shares for each C Share held, would have been 68.4 pence at 30 June 2011, compared to 70.6 pence as at 30 June 2010 and 68.1 pence at 31 December 2010.

The total return before tax for the six months to 30 June 2011 was £1.056 million compared to the combined ordinary and C share return for six months to 30 June 2010 of £156,000. A second dividend of 2.5 pence per share will be paid on 28 October 2011 to those shareholders on the register on 30 September 2011.

Dr N E Cross

Chairman 22 August 2011

Responsibility statement

The Directors, as listed on page 2 of this Report, are responsible for preparing the Half-yearly Financial Report. The Directors have chosen to prepare this Half-yearly Financial Report for the Company in accordance with United Kingdom Generally Accepted Accounting Practice ("UK GAAP").

In preparing these summarised financial statements for the period to 30 June 2011, we the Directors of the Company, confirm that to the best of our knowledge:

  • (a) the summarised set of financial statements has been prepared in accordance with the pronouncement on interim reporting issued by the Accounting Standards Board;
  • (b) the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year);
  • (c) the summarised set of financial statements give a true and fair view in accordance with UK GAAP of the assets, liabilities, financial position and profit and loss of the Company for the six months ended 30 June 2011 and comply with UK GAAP and Companies Act 1985 and 2006; and

(d) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).

The accounting policies applied to the Half-yearly Financial Report have been consistently applied in current and prior periods and are those applied in the Annual Report and Financial Statements for the year ended 31 December 2010.

This Half-yearly Financial Report has not been audited or reviewed by the Auditor.

By order of the Board

Dr N E Cross

Chairman 22 August 2011

Portfolio of investments

The following is a summary of the qualifying technology fixed asset investments as at 30 June 2011:

Investee company % voting
rights
% voting
rights of
AVL*
managed
companies
Cost
£'000
Cumulative
movement
in value
£'000
Total
value
£'000
Mi-Pay Limited 17.0 43.1 1,962 (300) 1,662
Helveta Limited 8.8 21.0 1,370 (123) 1,247
Blackbay Limited 8.5 34.9 951 271 1,222
Xceleron Limited 16.2 45.1 1,853 (714) 1,139
memsstar Limited
(formerly Point 35
Microstructures Limited) 10.7 28.1 741 111 852
Process Systems Enterprise
Limited 6.0 16.0 570 137 707
Mirada Medical Limited 12.6 45.0 357 318 675
Opta Sports Data Limited 5.9 14.2 735 (74) 661
Oxsensis Limited 8.2 20.7 1,099 (474) 625
DySIS Medical Limited
(formerly Forth Photonics
Limited) 5.1 18.4 700 (135) 565
Rostima Holdings Limited 15.5 39.3 305 173 478
sparesFinder Limited 10.5 14.3 613 (175) 438
Peakdale Molecular Limited 6.0 14.9 427 (58) 369
Dexela Limited** n/a n/a 299 299
Lowcosttravelgroup Limited 4.0 26.0 680 (417) 263
Abcodia Limited 2.1 21.4 75 75
Palm Tree Technology
Limited 0.1 0.7 37 (14) 23
Red-M Wireless Limited 4.2 42.1 30 (23) 7
Total technology
investments 12,505 (1,198) 11,307

* AVL is Albion Ventures LLP.

** The residual investment in Dexela Limited represents the risk-adjusted value of the expected deferred consideration arising from the disposal in June 2011 of the Company's equity holdings in Dexela.

Portfolio of investments (continued)

The following is a summary of the qualifying non-technology fixed asset investments as at 30 June 2011:

% voting
rights of
Cumulative
AVL* movement Total
Investee company % voting
rights
managed
companies
Cost
£'000
in value
£'000
value
£'000
Kensington Health Clubs Limited 14.8 50.0 3,494 (1,100) 2,394
Radnor House School (Holdings)
Limited 11.1 50.0 1,930 57 1,987
The Charnwood Pub Company
Limited 12.2 50.0 2,794 (982) 1,812
Bravo Inns II Limited 10.8 50.0 1,415 (96) 1,319
The Weybridge Club Limited 6.7 50.0 1,314 (193) 1,121
Orchard Portman Hospital Limited 16.2 50.0 1,018 2 1,020
Taunton Hospital Limited 15.8 50.0 1,000 3 1,003
The Q Garden Company Limited 33.4 50.0 2,401 (1,404) 997
Bravo Inns Limited 16.1 50.0 1,430 (560) 870
Prime Care Holdings Limited 15.6 49.9 930 (100) 830
Masters Pharmaceuticals Limited 3.7 16.9 727 (9) 718
TEG Biogas (Perth) Limited 9.4 50.0 544 4 548
Consolidated PR Limited 11.8 23.6 570 (84) 486
Chichester Holdings Limited 15.2 50.0 2,000 (1,579) 421
Peakdale Molecular Limited** n/a n/a 289 (11) 278
The Street by Street Solar
Programme Limited 6.8 50.0 271 271
Premier Leisure (Suffolk) Limited 13.6 50.0 1,000 (759) 241
CS (Brixton) Limited 3.9 50.0 165 74 239
CS (Norwich) Limited 12.5 50.0 200 10 210
Nelson House Hospital Limited 6.0 50.0 205 205
Tower Bridge Health Clubs Limited 2.9 50.0 179 24 203
CS (Greenwich) Limited 2.0 50.0 107 16 123
Evolutions Television Limited 11.1 49.9 855 (746) 109
The Dunedin Pub Company
VCT Limited 10.4 50.0 112 (3) 109
Regenerco Renewable Energy
Limited 2.7 50.0 67 67
AVESI Limited 6.8 50.0 54 54
Green Energy Property Services
Group Limited 8.6 23.4 103 (52) 51
CS (Exeter) Limited 4.0 50.0 65 (18) 47
GB Pub Company VCT Limited 3.9 50.0 160 (117) 43
City Screen (Liverpool) Limited 4.5 50.0 56 (15) 41
Total non-technology
investments 25,455 (7,638) 17,817
Total qualifying investments 37,960 (8,836) 29,124

* AVL is Albion Ventures LLP.

** This part of the Peakdale investment is in loan stock secured against debtors and property and is classified as a non-technology holding.

Portfolio of investments (continued)

The following is a summary of the non-qualifying fixed asset investments as at 30 June 2011:

Investee company % voting
rights
% voting
rights of
AVL*
managed
companies
Cost
£'000
Cumulative
movement
in value
£'000
Total
value
£'000
Evolutions Group Limited
Albion Investment Properties
Limited (formerly Smiles
Pub Company Limited)
Consolidated PR Limited
22.3
22.6
2.1
100.0
100.0
23.6
1,481
434
33
(345)
(53)
23
1,136
381
56
Total non-qualifying
investments
1,948 (375) 1,573

*AVL is Albion Ventures LLP

The following is a summary of current asset investments as at 30 June 2011:

Current asset investment Cost
£'000
Cumulative
movement
in value
£'000
Total
value
£'000
Royal Skandia Collective Bond 1,000 1,000
Total current asset investments 1,000 1,000

Summary income statement

Ordinary shares
Unaudited
six months
ended
30 June 2011
Combined Ordinary
and C shares
Unaudited
six months
ended
30 June 2010
Combined Ordinary
and C shares
Audited
year ended
31 December 2010
Note Revenue
£'000
Capital
£'000
Total
£'000
Revenue
£'000
Capital
£'000
Total
£'000
Revenue
£'000
Capital
£'000
Total
£'000
Gains/(losses) on
investments
3 1,022 1,022 88 88 (391) (391)
Investment income 4 584 584 629 629 1,197 1,197
Investment
management fees
(109) (330) (439) (115) (344) (459) (225) (673) (898)
Other expenses (111)
–––––

–––––
(111)
–––––
(102)
–––––

–––––
(102)
–––––
(194)
–––––

–––––
(194)
–––––
Return/(loss) on
ordinary activities
before tax
364 692 1,056 412 (256) 156 778 (1,064) (286)
Tax (charge)/credit
on ordinary activities
(76) 85 9 (117) 82 (35) (198) 183 (15)
Return/(loss)
attributable to
shareholders
–––––
288
–––––
–––––
777
–––––
–––––
1,065
–––––
–––––
295
–––––
–––––
(174)
–––––
–––––
121
–––––
–––––
580
–––––
–––––
(881)
–––––
–––––
(301)
–––––
Basic and diluted
return per share
(pence)*
6 0.7 2.0 2.7

* excluding treasury shares

Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2010 and the audited statutory accounts for the year ended 31 December 2010.

The accompanying notes on pages 15 to 23 form an integral part of this Half-yearly Financial Report.

The total column of this Summary income statement represents the profit and loss account of the Company. The supplementary revenue and capital columns have been prepared in accordance with the Association of Investment Companies' Statement of Recommended Practice.

All revenue and capital items in the above statement derive from continuing operations.

There are no recognised gains or losses other than the results for the periods disclosed above. Accordingly a Statement of total recognised gains and losses is not required. The difference between the reported loss on ordinary activities before tax and the historical profit is due to the fair value movements on investments. As a result a note on historical cost profit and losses has not been prepared.

The Income Statement for the period to 30 June 2011 is in respect of only Ordinary shares since C shares were converted into Ordinary shares on 31 March 2011.

Summary balance sheet

Note Ordinary
shares
Unaudited
30 June
2011
£'000
Combined
Ordinary
and C shares
Unaudited
30 June
2010
£'000
Combined
Ordinary
and C shares
Audited
31 December
2010
£'000
Fixed asset investments
Qualifying
Non-qualifying
29,124
1,573
––––––––
28,309
552
––––––––
28,018
1,369
––––––––
Total fixed asset investments
Current assets
Trade and other debtors
Current asset investments
Cash at bank and in hand
9 30,697
68
1,000
3,729
––––––––
4,797
28,861
182
1,011
6,195
––––––––
7,388
29,387
304
1,005
3,895
––––––––
5,204
Creditors: amounts falling due
within one year
(349)
––––––––
(365)
––––––––
(500)
––––––––
Net current assets
Net assets
4,448
––––––––
35,145
––––––––
7,023
––––––––
35,884
––––––––
4,704
––––––––
34,091
––––––––
Capital and reserves
Called up share capital
Share premium
Capital redemption reserve
Redenomination reserve
Unrealised capital reserve
Special reserve
Treasury shares reserve
Realised capital reserve
Revenue reserve
7 21,809
929
400
4,073
(9,355)
9,525
(2,927)
9,489
1,202
––––––––
24,725
273
400

(10,009)
21,327
(1,746)
167
747
––––––––
24,772
294
400

(9,312)
14,914
(2,166)
4,278
911
––––––––
Total equity shareholders' funds
Basic and diluted net asset value
per share (pence)*
35,145
––––––––
87.9
––––––––
35,884
––––––––
34,091
––––––––

* excluding treasury shares

Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2010 and the audited statutory accounts for the year ended 31 December 2010.

The Balance Sheets as at 30 June 2010 and 31 December 2010 represent the aggregate Balance Sheets of the Ordinary shares and C shares. The Balance Sheet as at 30 June 2011 represents Ordinary shares which include C shares converted into Ordinary shares on 31 March 2011.

The accompanying notes on pages 15 to 23 form an integral part of this Half-yearly Financial Report.

These Financial Statements were approved by the Board of Directors and authorised for issue on 22 August 2011, and were signed on its behalf by

Summary reconciliation of movement in shareholders' funds

Called-up
share
capital
£'000
Share
premium
£'000
Capital
redemption
reserve
£'000
Redenom-
ination
reserve
£'000
Unrealised
capital
reserve*
£'000
Special
reserve*
£'000
Treasury
shares
reserve*
£'000
Realised
capital
reserve*
£'000
Revenue
reserve*
£'000
Total
£'000
1 January 2011 (audited) 24,772 294 400 (9,312) 14,914 (2,166) 4,278 911 34,091
Realised gains 1,248 1,248
Unrealised losses (226) (226)
Transfer of previously
unrealised losses to
realised losses
Creation of Redenomination
183 (183)
reserve on conversion of
C Shares
(4,073) 4,073
Capitalised investment
management fees
(330) (330)
Tax relief on costs charged
to capital
85 85
Purchase of own treasury
shares
Issue of equity (net of costs)

1,110

635




(761)


(761)
1,745
Revenue return
attributable to shareholders
Transfer from special
288 288
reserve to realised capital
and revenue reserves†
Dividends paid





(5,389)

4,391
998
(995)

(995)
As at 30 June 2011
(unaudited)
–––––
21,809
–––––
–––––
929
–––––
–––––
400
–––––
–––––
4,073
–––––
–––––
(9,355)
–––––
–––––
9,525
–––––
–––––
(2,927)
–––––
–––––
9,489
–––––
–––––
1,202
–––––
–––––
35,145
–––––

Summary reconciliation of movement in shareholders' funds (continued)

Called-up
share
capital
£'000
Share
premium
£'000
Capital
redemption
reserve
£'000
Unrealised
capital
reserve*
£'000
Special
reserve*
£'000
Treasury
shares
reserve*
£'000
Realised
capital
reserve*
£'000
Revenue
reserve*
£'000
Total
£'000
As at 1 January 2010
(audited)
24,680 259 400 (10,083) 21,327 (1,372) 845 1,056 37,112
Realised gains 130 130
Unrealised losses (42) (42)
Transfer of previously
unrealised losses to
realised losses
116 (116)
Capitalised investment
management fees (344) (344)
Tax relief on costs
charged to capital 82 82
Purchase of own treasury
shares (374) (374)
Issue of equity (net of costs) 45 14 59
Revenue return attributable
to shareholders
295 295
Dividends paid
–––––

–––––

–––––

–––––

–––––

–––––
(430)
–––––
(604)
–––––
(1,034)
–––––
As at 30 June 2010
(unaudited)
24,725
–––––
273
–––––
400
–––––
(10,009)
–––––
21,327
–––––
(1,746)
–––––
167
–––––
747
–––––
35,884
–––––
As at 1 January 2010
(audited) 24,680 259 400 (10,083) 21,327 (1,372) 845 1,056 37,112
Realised losses (161) (161)
Unrealised losses (230) (230)
Transfer of previously
unrealised losses to
realised losses 1,001 (1,001)
Capitalised investment
management fees
(673) (673)
Tax relief on costs charged
to capital 183 183
Purchase of own treasury
shares
(794) (794)
Issue of equity (net of costs) 92 35 127
Transfer from Special
reserve to Realised
capital reserve† (5,152) 5,152
Revenue return attributable
to shareholders
580 580
Dividends paid (1,261) (67) (725) (2,053)
As at 31 December 2010
(audited)
24,772
–––––
294
–––––
400
–––––
(9,312)
–––––
14,914
–––––
(2,166)
–––––
4,278
–––––
911
–––––
34,091
–––––

* Included within these reserves is an amount of £7,934,000 (30 June 2010: £10,486,000; 31 December 2010: £8,625,000) which is considered distributable. The Special reserve has been treated as distributable in determining the amounts available for distribution.

The Special reserve allows the Company, amongst other things, to facilitate the payment of dividends earlier than would otherwise have been possible as transfers can be made from this reserve to the Realised capital reserve to offset gross losses on disposal of investments. Accordingly, a transfer from the Special reserve to the Realised capital reserve of £2,807,000 in respect of the Ordinary shares and £2,345,000 in respect of the C shares, representing gross realised losses on disposal of investments from launch to 31 December 2010, was made in the year ended 31 December 2010. Further transfers from the Special reserve to the Realised capital reserve of £4,391,000, representing historical capital dividends paid, and to the Revenue reserve of £998,000, representing the dividend paid on 28 April 2011, were made in the period to 30 June 2011.

Summary cash flow statement

Note Ordinary
shares
Unaudited
six months
ended
30 June
2011
£'000
Combined
Ordinary
and C shares
Unaudited
six months
ended
30 June
2010
£'000
Combined
Ordinary
and C shares
Audited
year
ended
31 December
2010
£'000
Operating activities
Investment income received
Deposit interest received
Dividend income received
Investment management fees paid
Other cash payments
531
20

(428)
(134)
––––––––
513
76

(453)
(125)
––––––––
1,095
105
4
(904)
(193)
––––––––
Net cash flow from operating activities 8 (11) 11 107
Taxation
UK corporation tax recovered
162 132 131
Capital expenditure and financial
investments
Purchase of fixed asset investments
Disposal of fixed asset investments
Net cash flow from investing activities
(3,131)
2,824
––––––––
(307)
(2,262)
860
––––––––
(1,402)
(5,148)
2,776
––––––––
(2,372)
Management of liquid resources
Purchase of current asset investment
Disposal of current asset investment
(1,000)
1,000
––––––––


––––––––


––––––––
Net cash flow from liquid resources
Equity dividends paid
Dividends paid (net of cost of issuing
shares under the Dividend
Reinvestment Scheme)
(914) (962) (1,911)
Net cash flow before financing ––––––––
(1,070)
––––––––
(2,221)
––––––––
(4,045)
Financing
Issue of share capital
Purchase of own shares
Costs of issue of share capital
1,672
(761)
(7)
––––––––

(321)
(12)
––––––––

(794)
(15)
––––––––
Net cash flow from financing 904
––––––––
(333)
––––––––
(809)
––––––––
Net cash flow in the period 9 (166) (2,554) (4,854)

1. Accounting convention

The Financial Statements have been prepared in accordance with the historical cost convention, modified to include the revaluation of investments, in accordance with applicable United Kingdom law and accounting standards and with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" ("SORP") issued by the Association of Investment Companies ("AIC") in January 2009. Accounting policies have been applied consistently in current and prior periods.

2. Accounting policies Investments

Unquoted equity investments, debts issued at a discount and convertible bonds

In accordance with FRS 26 "Financial Instruments Recognition and Measurement", unquoted equity investments, debts issued at a discount and convertible bonds are designated as fair value through profit or loss ("FVTPL"). Fair value is determined by the Directors in accordance with the September 2009 International Private Equity and Venture Capital Valuation Guidelines (IPEVCV guidelines).

Fair value movements on equity investments and gains and losses arising on the disposal of investments are reflected in the capital column of the Income statement in accordance with the AIC SORP and realised gains or losses on the sale of investments are reflected in the realised capital reserve, and unrealised gains or losses arising from the revaluation of investments are reflected in the unrealised capital reserve.

Warrants and unquoted equity derived instruments

Warrants and unquoted equity derived instruments are only valued if their exercise or contractual conversion terms would allow them to be exercised as at the balance sheet date, and if there is additional value to the Company in exercising as at the balance sheet date. Otherwise these instruments are held at nil value. The valuation techniques used are those used for the underlying equity investment.

Unquoted loan stock

Unquoted loan stock (excluding convertible bonds and debt issued at a discount) is classified as loans and receivables in accordance with FRS 26 and carried at amortised cost using the Effective Interest Rate method less impairment. Movements in respect of capital provisions are reflected in the capital column of the Income statement and are reflected in the realised capital reserve following sale, or in the unrealised capital reserve on revaluation.

For all unquoted loan stock, fully performing, renegotiated, past due and impaired, the Board considers that the fair value is equal to or greater than the security value of these assets. For unquoted loan stock, the amount of the impairment is the difference between the asset's cost and the present value of estimated future cash flows, discounted at the effective interest rate. The future cash flows are estimated based on the fair value of the security held less estimated selling costs.

Bonds and floating rate notes

In accordance with FRS 26, bonds and floating rate notes are designated as fair value through profit or loss and are valued at market bid price at the balance sheet date. Bonds and floating rate notes are classified as current asset investments as they are investments held for the short term.

Investments are recognised as financial assets on legal completion of the investment contract and are derecognised on legal completion of the sale of an investment.

Dividend income is not recognised as part of the fair value movement of an investment, but is recognised separately as investment income through the revenue reserve when a share becomes ex-dividend.

Loan stock accrued interest is recognised in the Balance sheet as part of the carrying value of the loans and receivables at the end of each reporting period.

It is not the Company's policy to exercise control or significant influence over investee companies. Therefore in accordance with the exemptions under FRS 9 "Associates and joint ventures", those undertakings in which the Company holds more than 20 per cent. of the equity are not regarded as associated undertakings.

Investment income

Unquoted equity income

Dividend income is included in revenue when the investment is quoted ex-dividend.

Unquoted loan stock and other preferred income

Fixed returns on non-equity shares and debt securities are recognised on a time apportionment basis using the effective interest rate over the life of the financial instrument. Income which is not capable of being received within a reasonable period of time is reflected in the capital value of the investment.

Bank interest income

Interest income is recognised on an accruals basis using the rate of interest agreed with the bank.

Investment management fees and other expenses

All expenses have been accounted for on an accruals basis. Expenses are charged through the revenue account except the following which are charged through the realised capital reserve:

  • 75 per cent. of management fees are allocated to the capital account to the extent that these relate to an enhancement in the value of the investments and in line with the Board's expectation that over the long term 75 per cent. of the Company's investment returns will be in the form of capital gains; and
  • expenses which are incidental to the purchase or disposal of an investment are charged through the realised capital reserve.

Total expenses including management fees and excluding performance fees will not exceed 3.5 per cent. of net asset value at the year end.

Performance incentive fee

In the event that a performance incentive fee crystallises, the fee will be allocated between revenue and realised capital reserves based upon the proportion to which the calculation of the fee is attributable to revenue and capital returns.

Taxation

Taxation is applied on a current basis in accordance with FRS 16 "Current tax". Taxation associated with capital expenses is applied in accordance with the SORP. In accordance with FRS 19 "Deferred tax", deferred taxation is provided in full on timing differences that result in an obligation at the balance sheet date to pay more tax or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the financial statements. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered.

The specific nature of taxation of venture capital trusts means that it is unlikely that any deferred tax will arise. The Directors have considered the requirements of FRS 19 and do not believe that any provision should be made.

Reserves

Share premium

This reserve accounts for the difference between the price paid for shares and the nominal value of the shares, less issue costs and transfers to the special reserve.

Capital redemption reserve

This reserve accounts for amounts by which the issued share capital is diminished through the repurchase and cancellation of the Company's own shares.

Unrealised capital reserve

Increases and decreases in the valuation of investments held at the year end against cost are included in this reserve.

Redenomination Reserve

This reserve accounts for the difference between the nominal value of the total C shares in issue on 31 March 2011 and the nominal value of the Ordinary shares into which those C shares converted on the same date. The reserve is non-distributable.

Special reserve

The cancellation of the share premium account has created a special reserve that can be used to fund market purchases and subsequent cancellation of own shares, to cover gross realised losses, and for other distributable purposes.

Treasury shares reserve

This reserve accounts for amounts by which the distributable reserves of the Company are diminished through the repurchase of the Company's own shares for treasury.

Realised capital reserve

The following are disclosed in this reserve:

  • gains and losses compared to cost on the realisation of investments;
  • expenses, together with the related taxation effect, charged in accordance with the above policies; and
  • dividends paid to equity holders.

Dividends

In accordance with FRS 21 "Events after the balance sheet date", dividends declared by the Company are accounted for in the period in which the dividend has been paid or approved by shareholders in an Annual General Meeting.

3. Gains/(losses) on investments

Ordinary
shares
Unaudited
six months
ended
30 June
2011
£'000
Combined
Ordinary
and C shares
Unaudited
six months
ended
30 June
2010
£'000
Combined
Ordinary
and C shares
Audited
year
ended
31 December
2010
£'000
Unrealised (losses)/gains on fixed asset investments held
at fair value through profit or loss account
Unrealised gains/(impairments) on fixed asset investments
(327) 158 113
held at amortised cost 101
––––––––
(197)
––––––––
(333)
––––––––
Unrealised (losses) on fixed asset investments
Unrealised losses on current asset investments held at fair
(226) (39) (220)
value through profit or loss account
––––––––
(3)
––––––––
(10)
––––––––
Unrealised (losses) sub-total
Realised gains/(losses) on investments held at fair value
(226) (42) (230)
through profit or loss account 712 208 (56)
Realised gains/(losses) on investments held at amortised cost
Realised losses on current asset investments held at fair value
541 (78) (105)
through profit or loss account (5)
––––––––

––––––––

––––––––
Realised gains/(losses) subtotal 1,248
––––––––
130
––––––––
(161)
––––––––
Total 1,022
––––––––
88
––––––––
(391)
––––––––

Investments valued on an amortised cost basis are unquoted loan stock instruments as described in note 2.

4. Investment income

Combined Combined
Ordinary Ordinary Ordinary
shares and C shares and C shares
Unaudited Unaudited Audited
six months six months year
ended ended ended
30 June 30 June 31 December
2011 2010 2010
£'000 £'000 £'000
Income recognised on investments held at fair value
through profit or loss account
UK dividend income 4
Floating rate note interest 10 13 27
Income from convertible bonds and discounted debt 22 29 53
Other income 2
––––––––
4
––––––––
2
––––––––
34 46 86
Income recognised on investments held at amortised cost
Return on loan stock investments 531 518 1,017
Bank deposit interest 19 65 94
––––––––
550
––––––––
583
––––––––
1,111
––––––––
584
––––––––
––––––––
629
––––––––
––––––––
1,197
––––––––

All of the Company's income is derived from operations based in the United Kingdom.

5. Dividends

Unaudited
six months ended
30 June 2011
Ordinary Unaudited
six months ended
30 June 2010
Audited
year ended
31 December 2010
Ordinary
£'000 shares
£'000
C shares
£'000
shares
£'000
C shares
£'000
Dividend of 4.0p per Ordinary
share paid on 21 May 2010
Dividend of 1.5p per C share
512 - 512
paid on 21 May 2010
Dividend of 4.0p per Ordinary
521 521
share paid on 29 October 2010
Dividend of 1.5p per C share
510
paid on 29 October 2010
Dividend of 2.5p per Ordinary
–- 510
share paid on 28 April 2011 998
–––––––
–-
–––––––

–––––––

–––––––

–––––––
998
–––––––
512
–––––––
521
–––––––
1,022
–––––––
1,031
–––––––

The Directors have declared a dividend of 2.5 pence per Ordinary share (total approximately £990,000) payable on 28 October 2011 to shareholders on the register as at 30 September 2011.

6. Basic and diluted return/(loss) per share

Ordinary shares Unaudited
six months ended
30 June 2011
Unaudited
six months ended
30 June 2010
Audited
year ended
31 December 2010
Revenue Capital Revenue Capital Revenue Capital
Return/(loss) attributable to
Ordinary shares (£'000) 288 777 113 303 208 132
Weighted average shares
in issue 39,783,152 12,841,483 12,800,207
Return/(loss) per Ordinary
share (pence) 0.7 2.0 0.9 2.4 1.6 1.0
C shares Unaudited
six months ended
30 June 2010
Audited
year ended
31 December 2010
Revenue Capital Revenue Capital
Return/(loss) attributable to C shares (£'000) 182 (477) 372 (1,013)
Weighted average shares in issue 35,502,164 34,251,343
Return/(loss) per C share (pence) 0.5 (1.4) 1.1 (3.0)

There are no convertible instruments, derivatives or contingent share agreements in issue for Albion Technology & General VCT PLC hence there are no dilution effects to the return per share. The basic return per share is therefore the same as the diluted return per share.

7. Share Capital

Ordinary shares Unaudited
six months
ended
30 June
2011
£'000
Unaudited
six months
ended
30 June
2010
£'000
Audited
year
ended
31 December
2010
£'000
Authorised
70,000,000 Ordinary shares of 50p each
(30 June 2010 and 31 December 2010: 70,000,000)
35,000
––––––––
35,000
––––––––
35,000
––––––––
Allotted, called up and fully paid
43,618,301 Ordinary shares of 50p each
(30 June 2010: 13,735,783; 31 December 2010: 13,770,233)
21,809
––––––––
6,868
––––––––
6,885
––––––––

7. Share Capital (continued)

Voting rights

39,961,929 Ordinary shares of 50p each (net of treasury shares) (30 June 2010: 12,847,689; 31 December 2010: 12,644,363).

Unaudited
six months
ended
30 June
2010
Audited
year
ended
31 December
2010
£'000 £'000
20,000 20,000
––––––––
17,857 17,887
––––––––
––––––––
––––––––

Voting rights

34,115,722 C shares of 50p each (net of treasury shares) at 30 June 2010, and 33,788,441 C shares of 50p each at 31 December 2010

Conversion of C shares and Ordinary shares

In accordance with the Articles of Association, on 31 March 2011, the C shares converted to Ordinary shares on the basis of the net assets attributable to the Ordinary shares and the C shares as disclosed in the audited accounts for the year ended 31 December 2010 and in accordance with the calculation as described and approved by shareholders' resolution number 4 at the Extraordinary General Meeting on 8 December 2005. C shareholders received 0.7779 Ordinary shares for each C share they owned as at 31 March 2011. New certificates were sent to C shareholders on or before 30 April 2011. Following receipt of the new Ordinary share certificates, the existing C share certificates are now worthless and should be destroyed.

Under the terms of the Dividend Reinvestment Scheme Circular dated 18 April 2008, the following Ordinary shares of nominal value 50 pence were allotted:

Date of allotment Number of
shares alloted
Issue price
(pence per
share)
Net
consideration
received
£'000
Mid-market price
per share on
allotment date
(pence per
share)
16 May 2011 96,099 85.1 82 78.0

7. Share Capital (continued)

During the period from 1 January to 30 June 2011, the Company issued the following New Ordinary shares and C shares of nominal value 50 pence under the Albion VCTs Linked Top Up Offer:

Ordinary shares

Date of allotment Number of
shares alloted
Issue price
(pence per
share)
Net
consideration
received
£'000
Mid-market price
per share on
allotment date
(pence per
share)
7 January 2011 344,862 94.8 309 78.0
22 March 2011 360,737 90.1 307 78.0
5 April 2011 474,229 90.1 404 78.0
16 May 2011 39,825 91.1 34 78.0
––––––––
1,219,653
––––––––
1,054

C shares*

Date of allotment Number of
shares alloted
Issue price
(pence per
share)
Net
consideration
received
£'000
Mid-market price
per share on
allotment date
(pence per
share)
7 January 2011 440,166 74.3 309 61.0
22 March 2011 463,769
––––––––
70.1 307
––––––––
60.0
903,935 616

*These C shares subsequently converted to Ordinary shares on 31 March 2011 at a ratio of 0.7779 Ordinary shares for each C share.

During the period to 30 June 2011 the Company purchased 723,000 Ordinary shares and 337,300 C shares to be held in treasury at a cost of £561,000 and £200,000 respectively, representing 5.7% of the Ordinary shares and 1.0% of the C shares in issue (excluding treasury shares) as at 1 January 2011. The shares purchased for treasury were funded from the Treasury shares reserve.

The total number of Ordinary shares held in treasury as at 30 June 2011 was 3,656,372 (30 June 2010: 888,094; 31 December 2010: 1,125,870) representing 8.4% of issued share capital as at 30 June 2011.

8. Reconciliation of revenue return on ordinary activities before taxation to net cash inflow from operating activities

Combined Combined
Ordinary Ordinary Ordinary
shares and C shares and C shares
Unaudited Unaudited Audited
six months six months year
ended ended ended
30 June 30 June 31 December
2011 2010 2010
£'000 £'000 £'000
Revenue return on ordinary activities before tax 364 412 778
Investment management fee charged to capital (330) (344) (673)
Movement in accrued amortised loan stock interest (39) (31) 14
(Increase)/decrease in operating debtors (10) 11 18
Decrease/(increase) in operating creditors 4 (37) (30)
Net cash flow from operating activities ––––––––
(11)
––––––––
11
––––––––
107
–––––––– –––––––– ––––––––

9. Analysis of change in cash during the period

Combined Combined
Ordinary Ordinary Ordinary
shares and C shares and C shares
Unaudited Unaudited Audited
six months six months year
ended ended ended
30 June 30 June 31 December
2011 2010 2010
£'000 £'000 £'000
Opening cash balances 3,895 8,749 8,749
Net cash (outflow) (166) (2,554) (4,854)
End of the period ––––––––
3,729
––––––––
––––––––
6,195
––––––––
––––––––
3,895
––––––––

10. Post balance sheet events

Since 30 June 2011, the Company has completed the following material transactions:

  • Investment in Orchard Portman Hospital Limited of £30,000 in July 2011;
  • Investment in Helveta Limited of £151,000 in July 2011;
  • Investment in Rostima Holdings Limited of £79,000 in July 2011;
  • Receipt of £103,000 of deferred consideration in respect of the disposal of Green Energy Property Services Group Limited in July 2011;
  • Receipt of £54,000 of deferred consideration in respect of the disposal of Dexela Limited in August 2011.

11. Related party transactions

The Manager, Albion Ventures LLP, is considered to be a related party by virtue of the fact that Patrick Reeve, a Director of the Company, is also the Managing Partner of the Manager. The Manager is party to a management agreement with the Company. During the period, services of a total value of £439,000 (30 June 2010: £459,000; 31 December 2010: £898,000) were purchased by the Company from Albion Ventures LLP. At the financial period end, the amount due to Albion Ventures LLP in respect of these services was £227,000 (30 June 2010: £225,000; 31 December 2010: £229,000).

Patrick Reeve is the Managing Partner of the Manager, Albion Ventures LLP. During the year, the Company was charged £11,000 (including VAT) by Albion Ventures LLP in respect of his services as a Director (30 June 2010: £10,000; 31 December 2010: £21,000). At the period end, the amount due to Albion Ventures LLP in respect of these services was £5,000 (30 June 2010: £5,000; 31 December 2010: £5,000).

Albion Ventures LLP holds 1,012 fractional entitlement shares of the Company as a result of the conversion of C shares to Ordinary shares on 31 March 2011.

There are no other related party transactions or balances requiring disclosure.

12. Going concern

The Board's assessment of liquidity risk remains unchanged since the last Annual Report and Financial Statements for the year ended 31 December 2010, and is detailed on page 33 of those accounts. The Company has adequate cash and liquid resources. The portfolio of investments is diversified in terms of sector, and the major cash outflows of the Company (namely investments, dividends and share buy-backs) are within the Company's control. Accordingly, after making diligent enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, the Directors have adopted the going concern basis in preparing this Half-yearly Financial Report and this is in accordance with 'Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009' published by the Financial Reporting Council.

13. Other information

The information set out in this Half-yearly Financial Report does not constitute the Company's statutory accounts within the terms of section 434 of the Companies Act 2006 for the periods ended 30 June 2011 and 30 June 2010, and is unaudited. The information for the year ended 31 December 2010 does not constitute statutory accounts within the terms of section 434 of the Companies Act 2006 but is derived from the audited statutory accounts for the financial year, which were unqualified and which have been delivered to the Registrar of Companies. The Auditors reported on those accounts; their report was unqualified and did not contain a statement under s498 (2) or (3) of the Companies Act 2006.

14. Publication

This Half-yearly Financial Report is being sent to shareholders and copies will be made available to the public at the registered office of the Company, Companies House, the National Storage Mechanism and also electronically at www.albion-ventures.co.uk under the 'Our Funds' section.

Albion Technology & General VCT PLC

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