Interim / Quarterly Report • Jun 30, 2011
Interim / Quarterly Report
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Half-yearly Financial Report (unaudited) for the six months to 30 June 2011
| Company number | 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 |
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:
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.
Record date for second dividend 30 September 2011 Payment date for second dividend 28 October 2011 Financial year end 31 December 2011
| 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.
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.
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.
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.
Details of material related party transactions for the reporting period can be found in note 11 of this Halfyearly Financial Report.
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
The Directors, as listed on page 2 of this Report, are responsible for preparing the Half-yearly Financial Report. The Directors have chosen to prepare this Half-yearly Financial Report for the Company in accordance with United Kingdom Generally Accepted Accounting Practice ("UK GAAP").
In preparing these summarised financial statements for the period to 30 June 2011, we the Directors of the Company, confirm that to the best of our knowledge:
(d) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).
The accounting policies applied to the Half-yearly Financial Report have been consistently applied in current and prior periods and are those applied in the Annual Report and Financial Statements for the year ended 31 December 2010.
This Half-yearly Financial Report has not been audited or reviewed by the Auditor.
By order of the Board
Chairman 22 August 2011
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.
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.
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 |
| 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.
| 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
| 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 ––––– |
| 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.
| 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) |
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.
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 (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.
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.
Unquoted equity income
Dividend income is included in revenue when the investment is quoted ex-dividend.
Fixed returns on non-equity shares and debt securities are recognised on a time apportionment basis using the effective interest rate over the life of the financial instrument. Income which is not capable of being received within a reasonable period of time is reflected in the capital value of the investment.
Interest income is recognised on an accruals basis using the rate of interest agreed with the bank.
All expenses have been accounted for on an accruals basis. Expenses are charged through the revenue account except the following which 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.
In the event that a performance incentive fee crystallises, the fee will be allocated between revenue and realised capital reserves based upon the proportion to which the calculation of the fee is attributable to revenue and capital returns.
Taxation is applied on a current basis in accordance with FRS 16 "Current tax". Taxation associated with capital expenses is applied in accordance with the SORP. In accordance with FRS 19 "Deferred tax", deferred taxation is provided in full on timing differences that result in an obligation at the balance sheet date to pay more tax or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the financial statements. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered.
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.
This reserve accounts for the difference between the price paid for shares and the nominal value of the shares, less issue costs and transfers to the special reserve.
This reserve accounts for amounts by which the issued share capital is diminished through the repurchase and cancellation of the Company's own shares.
Increases and decreases in the valuation of investments held at the year end against cost are included in this reserve.
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.
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.
This reserve accounts for amounts by which the distributable reserves of the Company are diminished through the repurchase of the Company's own shares for treasury.
The following are disclosed in this reserve:
In accordance with FRS 21 "Events after the balance sheet date", dividends declared by the Company are accounted for in the period in which the dividend has been paid or approved by shareholders in an Annual General Meeting.
| 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.
| 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.
| 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.
| 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.
| 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 –––––––– |
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 –––––––– |
|
| –––––––– –––––––– |
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
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 |
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:
| 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 |
| 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 |
| –––––––– | –––––––– | –––––––– |
| 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 –––––––– |
|
Since 30 June 2011, the Company has completed the following material transactions:
The Manager, Albion Ventures LLP, is considered to be a related party by virtue of the fact that 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.
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.
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.
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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