Interim / Quarterly Report • Sep 30, 2012
Interim / Quarterly Report
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| Financial Summary | 2 |
|---|---|
| Chairman's Statement | 4 |
| Investment Portfolio | 7 |
| Reconciliation of Investment Portfolio | |
| Movement since 31 March 2012 | 8 |
| Top 15 Investments | 9 |
| Page | |
|---|---|
| Statement of Comprehensive Income | 13 |
| Balance Sheet | 14 |
| Statement of Changes in Equity | 15 |
| Statement of Cash Flows | 16 |
| Notes to the Interim Report | 18 |
The chart below shows how the Total Shareholder Return of your Company, calculated by reference to the Net Asset Value per Ordinary share, has developed over the years since inception.
Page
| Tax Year | Offer price Pence |
Offer price net of tax Pence |
Net Asset Value at 30 September 2012 Pence |
Cumulative dividends paid since Fundraising1 Pence |
Total Return since Fundraising2 Pence |
Total Return since Funds invested with participation in the DRIS1&2 Pence |
Internal Rate of Return per Annum4 % |
|---|---|---|---|---|---|---|---|
| 1995/96 & 1996/97 | 100.00 | 80.00 | 94.20 | 82.20 | 176.40 | 194.13 | 4.4% |
| 1996/97 & 1997/98 | 100.00 | 80.00 | 94.20 | 81.14 | 175.34 | 193.06 | 4.6% |
| 1997/98 & 1998/99 | 105.00 | 84.00 | 94.20 | 77.64 | 171.84 | 189.56 | 4.2% |
| 2004/05 & 2005/06 (C share3 ) |
99.50 | 59.70 | 105.95 | 53.64 | 159.59 | 172.01 | 7.2% |
| 2005/06 | 100.00 | 60.00 | 94.20 | 51.75 | 145.95 | 159.66 | 7.1% |
| 2006/07 & 2007/08 | 102.50 | 71.75 | 94.20 | 47.25 | 141.45 | 152.20 | 7.0% |
| 2007/08 & 2008/09 | 106.25 | 74.38 | 94.20 | 42.25 | 136.45 | 144.44 | 6.5% |
| 2009/10 & 2010/11 | 97.25 | 68.08 | 94.20 | 32.25 | 126.45 | 129.71 | 12.7% |
| 2010/11 & 2011/12 | 128.00 | 89.60 | 94.20 | 26.00 | 120.20 | 120.20 | -5.0% 5 |
| 2011/12 | 99.75 | 69.83 | 94.20 | 3.00 | 97.20 | 97.20 | -6.1% 5 |
1 This assumes that at the time of investment the tax relief given on the investment was not also invested in shares of the Company
2 Assuming that all dividends were invested under the terms of the current DRIS
3 NAV has been adjusted for conversion of C shares into Ordinary shares in May 2007
4 The Annual IRR calculation has been performed using the Offer Price and based on the issue date of 5 April (in the earlier tax year if two years are given) in all cases
5 The Annual IRRs on these fundraisings result primarily from issue costs of 4.75% to 5.5%
| Results Announced | 13 November 2012 | Record Date | 14 December 2012 |
|---|---|---|---|
| Ex-dividend Date | 12 December 2012 | Dividend Paid | 14 January 2013 |
Chairman's Statement
During the period the Company paid a final dividend of 3.0 pence per Ordinary share in respect of the year to 31 March 2012. It also completed a successful offer for subscription, raising proceeds of £2.5 million, and made new investments of £4.7 million.
Following the strong performance of the past few years the Total Return at 30 September 2012, calculated by reference to the Net Asset Value per Ordinary share and the cumulative dividends paid, decreased by 2.4 pence to 176.4 pence per Ordinary share compared to 178.8 pence at 31 March 2012.
This decrease is primarily due to the net downward movement in portfolio valuations as a result of two factors:
A dividend of 3.0 pence per Ordinary share was paid on 17 August 2012 resulting in a Net Asset Value of 94.2 pence per Ordinary share at 30 September 2012, a fall of 5.4 pence since 31 March 2012. Cumulative dividends represent 82.2 pence per Ordinary share (31 March 2012: 79.2 pence per Ordinary share).
Other movements in Net Asset Value per Ordinary share are as follows:
| Pence per Ordinary share | |
|---|---|
| 31 March 2012 | 99.6 |
| Disposal of investments | 0.5 |
| Net decrease in value | (2.8) |
| 97.3 | |
| Issue of shares | (0.1) |
| Dividends paid in period | (3.0) |
| Dividend reinvestment scheme/ purchase of own shares |
– |
| 30 September 2012 | 94.2 |
A total of £5.04 million has been invested in the six months to 30 September 2012, with three new investments (totalling £4.69 million) and three follow-on investments (totalling £0.35 million). This compares to investments totalling £0.86 million in the same period of 2011.
The three new investments were:
The two main follow-on investments were:
Overall the portfolio saw a fall in value of £1.18 million (5%) over the six months to 30 September 2012. Roughly half (£0.60 million) of this fall resulted from a reduction in the quoted portfolio, which was in line with falls in quoted company indices over the same period. The biggest single fall was at Hargreaves Services plc (£0.34 million) which saw its share price drop by around 40% on news of operational issues at its Maltby colliery, which has subsequently been mothballed. The Company took the opportunity to increase its holding by £0.1 million in anticipation of a recovery.
The remaining £0.58 million of the value fall resulted from the unquoted portfolio which, as previously reported, was dominated by the reduction in value of GO Outdoors Limited of £1.77 million. GO Outdoors is a low-cost retailer of outdoor clothing and equipment which was impacted by a combination of reduced consumer spending across the retail sector and a wet summer. In spite of this GO Outdoors has now increased its number of retail outlets to 41 spread across the UK and rebalanced stock levels, which should make it well positioned for value recovery.
The value fall of GO Outdoors was substantially offset by the resilient performance of companies across the rest of the Company's unquoted portfolio which increased in value by £1.19 million over the period. A strong value growth of £0.84 million was achieved at recent investment Displayplan Holdings Limited, designer and supplier of retail point-of-sale equipment which has won significant new contracts for delivery in 2012 and 2013. Niche engineering group President Engineering Group Limited also saw further value growth of £0.77 million over the period as a result of continued profit growth, primarily driven by export activity.
The investment portfolio held at the period end can be split into the following categories:
| PoPortfolio Reviewrtfolio Review AiM Listed Investments |
|
|---|---|
| Non Qualifying | £0.83 million |
| Qualifying | £2.64 million |
| £3.47 million | |
| Unquoted Investments | |
| Non Qualifying | £0.81 million |
| Qualifying | £23.38 million |
| £24.19 million | |
| Total Investments | £27.66 million |
The Board continues to follow a policy of maintaining a diversified portfolio; as at 30 September 2012 only five of the thirty-one investments represent more than five per cent of the Net Asset Value with the largest investment comprising just over ten per cent of the Net Asset Value.
In August 2012 the Company completed the trade sale of Primal Pictures Limited, supplier of electronic medical imaging products, to Informa plc. This generated proceeds of £0.58 million, £0.17 million above the carrying value at 31 March 2012.
Many investors will recollect Sir Andrew Hugh Smith who so ably chaired this Company's Board of directors between 1996 and 2008. Sadly Sir Andrew passed away on 3 October 2012. Sir Andrew is fondly remembered by this Board and we are grateful for his immense contribution to the development of the Company over many years.
I am sure you will join the Board in passing condolences to his family and letting them know how much we valued the help, guidance and contribution he made.
An attractive investment environment, resulting from the recent increased ability of venture capital trusts to invest in growing British businesses alongside restrictions on other forms of finance, means the Company is seeking to increase its investment capacity through a linked offer. Together with British Smaller Companies VCT2 plc a prospectus will shortly be issued to raise up to £15.0 million across both VCTs. Early applications from existing Shareholders accepted on or before 28 December 2012 will receive additional shares equivalent to 2.5% of the amount subscribed.
In August 2012 a final dividend of 3.0 pence per Ordinary share in respect of the year to 31 March 2012 was paid to Shareholders.
Your Board intends to maintain, where possible, an underlying annual dividend of 5.0 pence per Ordinary share, increasing this when profitable realisations are achieved. The Board is therefore proposing to maintain the interim dividend at 2.0 pence per Ordinary share which will be paid on 14 January 2013 to Shareholders on the register at 14 December 2012.
On 5 April 2012 the Company issued 1,531,778 new Ordinary shares, being the final tranche relating to the offer for subscription launched on 6 March 2012. In total this offer raised net proceeds of £2.5 million.
A further 261,760 new Ordinary shares were issued during the period pursuant to the Company's dividend reinvestment scheme. To date £2.3 million has been reinvested under these arrangements.
These are effected in the market through the Company's broker Nplus1 Singer Advisory LLP. During the six month period to 30 September 2012, your Company bought back 354,107 Ordinary shares at a cost of £0.30 million (six months to 30 September 2011: 46,020 Ordinary shares at a cost of £0.04 million).
The last six months have seen a continuation of the difficult market conditions of recent years and it is likely that the UK economy will experience a sustained period of very low growth. In spite of this many of the portfolio companies have delivered improved results. We hope to see this trend continue as economic conditions gradually improve and the increased diversification of the portfolio should reduce the volatility of returns.
Whilst the year ahead will continue to present challenges we are optimistic about the Company's ability to take advantage of opportunities to invest in attractive companies. The hesitant approach from the banks and changes in EU restrictions on qualifying VCT investments should both lead to an increase in the volume and scale of investment opportunities in the future.
The Board remains of the opinion that the forthcoming period will see good investment opportunities, both for the portfolio businesses and for new investments. It is with this in mind that we are seeking to increase the funds available for future investment.
I would like to thank Shareholders for their continued support.
Helen Sinclair 13 November 2012
Investment Portfolio
| Name of Company | Date of Initial Investment |
Industry Sector |
Original Cost £000 |
Realised Proceeds to Date* £000 |
Investment Valuation at 30 September Unrealised 2012 £000 |
Realised and to Date £000 |
|---|---|---|---|---|---|---|
| Current Investments | ||||||
| GO Outdoors Limited | May-98 | Retail | 556 | 6,995 | 3,739 | 10,734 |
| President Engineering Group Limited | Sep-10 | Manufacturing | 1,000 | – | 3,454 | 3,454 |
| Seven Technologies Holdings Limited | Apr-12 | Manufacturing | 2,524 | – | 2,524 | 2,524 |
| Displayplan Holdings Limited | Feb-10 | Retail | 1,300 | – | 2,312 | 2,312 |
| Deep-Secure Ltd | Dec-09 | Software | 1,000 | – | 2,110 | 2,110 |
| Waterfall Services Limited | Feb-07 | Support Services | 1,000 | 233 | 1,527 | 1,760 |
| Fishawack Limited | Jan-08 | Communications | 878 | – | 1,219 | 1,219 |
| Insider Technologies (Holdings) Limited Aug-12 | Software | 1,170 | – | 1,170 | 1,170 | |
| Fairlight Bridge Limited | Apr-12 | Turnaround | 1,000 | – | 1,000 | 1,000 |
| Harvey Jones Holdings Limited | May-07 | Manufacture/Retail | 777 | – | 799 | 799 |
| Harris Hill Holdings Limited | Jun-07 | Recruitment | 600 | – | 682 | 682 |
| EKF Diagnostics Holdings Plc | Jul-10 | Pharmaceuticals | 366 | 105 | 602 | 707 |
| Bagel Nash Group Limited | Jul-11 | Food Retail | 616 | – | 600 | 600 |
| Selima Limited | Mar-12 | Software | 600 | – | 600 | 600 |
| RMS Group Holdings Limited | Jul-07 | Industrial | 1,050 | 897 | 567 | 1,464 |
| Bluebell Telecom Group Limited | Sep-10 | Telecommunications | 500 | – | 545 | 545 |
| Hargreaves Services plc | Dec-07 | Industrial | 469 | 330 | 514 | 844 |
| Mattioli Woods plc | Nov-05 | Support Services | 326 | – | 493 | 493 |
| K3 Business Technology Group plc | Apr-08 | Software | 402 | – | 465 | 465 |
| Pressure Technologies plc | Jun-07 | Industrial | 425 | – | 439 | 439 |
| Tikit Group plc | Jun-01 | Software | 226 | 187 | 416 | 603 |
| PowerOasis Limited | Nov-11 | Energy Infrastructure | 375 | – | 375 | 375 |
| Vianet Group plc | Oct-06 | Software | 404 | – | 348 | 348 |
| Lightmain Company Limited | Mar-10 | Manufacturing | 600 | – | 248 | 248 |
| Dryden Human Capital Group Limited | Apr-08 | Recruitment | 488 | – | 245 | 245 |
| Cambridge Cognition Limited | May-02 | Software | 325 | – | 245 | 245 |
| TeraView Limited | Dec-11 | Medical Instruments | 375 | – | 150 | 150 |
| Ellfin Home Care Limited | Dec-07 | Healthcare | 823 | – | 83 | 83 |
| Straight plc | Feb-04 | Industrial | 341 | 139 | 65 | 204 |
| Woodspeen Training Group Plc | Dec-10 | Training Provider | 250 | – | 62 | 62 |
| Belgravium Technologies plc | Oct-05 | Software | 200 | 22 | 62 | 84 |
| 20,966 | 8,908 | 27,660 | 36,568 | |||
| Full realisations since March 2002 | 15,442 | 20,224 | – | 20,224 | ||
| Full realisations prior to March 2002 | 6,394 | 3,246 | – | 3,246 | ||
| Total realised and unrealised to date | 42,802 | 32,378 | 27,660 | 60,038 |
*Proceeds include premium and profits on loan repayments and preference share redemptions
| Name of Company | Investment Valuation at 31 March 2012 |
Realisations | Additions | Valuations gains (losses) |
Investment Valuation at 30 September 2012 |
|---|---|---|---|---|---|
| £000 | £000 | £000 | £000 | £000 | |
| Current Investments | |||||
| GO Outdoors Limited | 5,504 | – | – | (1,765) | 3,739 |
| President Engineering Group Ltd | 2,687 | – | – | 767 | 3,454 |
| Seven Technologies Holdings Limited | – | – | 2,524 | – | 2,524 |
| Displayplan Holdings Limited | 1,300 | – | – | 1,012 | 2,312 |
| Deep-Secure Ltd | 2,298 | – | – | (188) | 2,110 |
| Waterfall Services Limited | 1,503 | – | – | 24 | 1,527 |
| Fishawack Limited | 896 | – | – | 323 | 1,219 |
| Insider Technologies (Holdings) Limited | – | – | 1,170 | – | 1,170 |
| Fairlight Bridge Limited | – | – | 1,000 | – | 1,000 |
| Harvey Jones Holdings Limited | 783 | – | – | 16 | 799 |
| Harris Hill Holdings Limited | 653 | – | – | 29 | 682 |
| EKF Diagnostics Holdings Plc | 536 | – | – | 66 | 602 |
| Bagel Nash Group Limited | 611 | – | 8 | (19) | 600 |
| Selima Limited | 600 | – | – | – | 600 |
| RMS Group Holdings Limited | 405 | – | – | 162 | 567 |
| Bluebell Telecom Group Limited | 608 | – | – | (63) | 545 |
| Other investments | 5,816 | (406) | 342 | (1,542) | 4,210 |
| Total Movement | 24,200 | (406) | 5,044 | (1,178) | 27,660 |
GO Outdoors is a retailer of outdoor clothing and equipment. The original investment of £500,000 in May 1998 supported the buy-out with a second investment in March 2002 to support the company's first acquisition. The company has continued its expansion, opening a further ten stores in the year to January 2012, taking the total number of outlets to forty-one. The £28 million investment from 3i plc in April 2011 was in part to fund a continuation of the rollout of this successful retail concept while at the same time purchasing approximately one-third of the Company's investment.
www.conflow.com/www.bestobellvalves.com
www.gooutdoors.co.uk
President Engineering is a niche manufacturer of branded engineering products sold through agents to a diverse international customer base. The company produces mining safety systems sold into developed and developing economies under the Conflow brand and also cryogenic valves sold to the oil and gas sector under the
Seven Technologies is a fast growing specialist engineering business based in Northern Ireland specialising in development and manufacture of bespoke electronics and communications applications for operation in inhospitable environments. The strategy is to maintain the Bestobell brand. BSC backed a management buy-out by the existing management team. Since that time the company has been extremely successful in continuing the international development of its brands, supported by strong underlying market growth.
www.seventechnologies.co.uk
impressive expansion to date through increasing the company's international presence and significantly growing average contract sizes, in what is now a significant international market for its products.
In January 2012 a further investment of £0.3 million was made into North Western Investments Limited to support the management buy-out of Displayplan Holdings, a complete retail display consultancy service (from concept through
design and sourcing to finished product delivery) selling to established branded product manufacturers and UK retailers. Typical products include bespoke point of purchase (POP) stands in high street retail stores.
www.displayplan.com
enables customers to maintain network separation and apply content inspection so as to defend sensitive and protected information from intruders. As working practices change and more
Deep-Secure's market leading products protect
levels of exposure to leakage and attack leads to more businesses relying on higher levels of security to protect their data, with major customers being international governments, cross border forces and defence sectors. Profit levels have grown strongly since the Company's investment in 2009.
Waterfall is a contract caterer specialising in the care home sector. Since the original investment in 2007 the company has expanded its original catering services business from supplying residential and care homes to supplying the educational market. There has been both organic and acquisitive growth which has broadened and diversified the customer base with significant progress being made in expanding the services provided to both the education and care home sectors.
Fishawack is an established, specialist healthcare communications agency focusing on the medical sector, with a strong reputation for providing specialist communications consultancy services for many of the world's top global pharmaceutical companies. Three acquisitions have been made, of its US partner, a UK medical communications business and a Swiss based medical communications business. This has significantly increased the international reach and service capacity as well as broadening its customer base. Fishawack continues to target further sales growth, both organically and through acquisition.
Insider Technologies is an established provider of monitoring and scheduling software to the financial services and national security sectors. The Company backed the buy-out of the business introducing new senior management to complement the existing team, who also invested in the deal. The strategy is to increase the sales focus and roll out existing and new complementary products in the UK and overseas.
information is shared electronically, increasing Waterfall Services Limited Warrington
www.deep-secure.com
www.fishawack.com
www.caterplus.co.uk
www.insidertech.co.uk
Fairlight Bridge was formed to provide investment in SME businesses whose performance is in need of improvement. It is particularly focused on the Midlands and South West regions. With links to banks and other lenders it is well placed to expand its activities in turnaround management. Managing director Peter Bridge has previously run several engineering groups and has a successful track record of leading performance improvements within a range of private equity backed businesses.
www.harveyjones.com
Harvey Jones is a manufacturer/retailer of kitchen furniture. The business has a manufacturing facility in the UK and stores in London and affluent provincial towns and cities principally in the South of England. Its strong brand positioning has helped Harvey Jones to retain volumes through the
economic downturn. The business has continued to selectively open new stores increasing its footprint to twenty-five from ten at the time of investment. This increased market share coupled with a low level of gearing positions Harvey Jones well to benefit as market conditions improve.
www.harrishill.co.uk
Harris Hill is a niche recruitment business with a strong reputation for providing excellent permanent and temporary recruitment solutions to the charity and not for profit sectors. Whilst market conditions have been difficult over recent years at an EBITA level the business has remained profitable and has seen a recovery in sales and profits since 2009.
www.ekf-diagnostics.com
EKF is a provider of a wide range of diagnostic needs in clinical care, blood donor services and dialysis centres, recreation institutes, sports medicine and industrial applications. Its name consists of the first three letters of the German words for its main business divisions; Entwicklung (development), Konstruktion (construction) and Fertigung (production). EKF is well funded and has made some good acquisitions and commercial progress.
Bagel Nash is an established operator of twelve espresso and bagel bars in Leeds, Manchester, York, Huddersfield and Hull and also runs a bakery supplying products to its own stores and the UK wholesale trade. An experienced team completed the buy-in during July 2011 and value growth is expected via a retail rollout strategy with the first new sites having now been identified.
Headquartered in Sheffield, Selima has considerable experience of deploying comprehensive payroll, HR and expenses solutions and bureau services that save organisations significant sums of money. Selima's customers include Bristol City Council, Young's Brewery and Greater Manchester Police. The investment will help the business to expand by improving services for new and existing clients and introducing new, innovative products.
RMS operates from six sites on the Humber estuary handling around 2 million tonnes of cargo a year. RMS has continued to broaden its range of customer service and expand its operations along the Humber estuary. Whilst dependent on the overall level of commodity movements the financing structure of the company has been defensively constructed giving it a competitive advantage over others in its sector. The team have used the tough economic conditions to consolidate their market position and have now repaid the original loan instrument in full.
www.selima.co.uk
www.rms-humber.co.uk
Statement of Comprehensive Income
For the 6 months ended 30 September 2012
| Unaudited 6 months ending 30 September 2012 |
Unaudited 6 months ending 30 September 2011 |
|||||
|---|---|---|---|---|---|---|
| Notes | Revenue £000 |
Capital £000 |
Total £000 |
Revenue £000 |
Capital £000 |
Total £000 |
| Gains on disposal of investments (Losses) gains on investments held at fair value Income 2 Administrative expenses: |
– – 600 |
190 (1,191) – |
190 (1,191) 600 |
– – 857 |
2,174 360 – |
2,174 360 857 |
| Fund management fee Other expenses |
(95) (148) |
(284) – |
(379) (148) |
(103) (162) |
(308) – |
(411) (162) |
| (243) | (284) | (527) | (265) | (308) | (573) | |
| Profit (loss) before taxation Taxation 3 |
357 (63) |
(1,285) 63 |
(928) – |
592 46 |
2,226 (46) |
2,818 – |
| Profit (loss) for the period | 294 | (1,222) | (928) | 638 | 2,180 | 2,818 |
| Total comprehensive income (loss) for the period |
294 | (1,222) | (928) | 638 | 2,180 | 2,818 |
| Basic and diluted earnings (loss) per Ordinary share 5 |
0.75p | (3.11)p | (2.36)p | 1.78p | 6.07p | 7.85p |
Balance Sheet As at 30 September 2012
| Unaudited | Unaudited | Audited | ||
|---|---|---|---|---|
| 6 months ended |
6 months ended |
year ended |
||
| 30 September | 30 September | 31 March | ||
| 2012 | 2011 | 2012 | ||
| Notes | £000 | £000 | £000 | |
| Assets | ||||
| Non-current assets | ||||
| Investments | 27,660 | 26,299 | 24,200 | |
| Fixed income government securities | 2,495 | 2,492 | 2,499 | |
| Financial assets at fair value through profit or loss | 30,155 | 28,791 | 26,699 | |
| Current assets | ||||
| Trade and other receivables | 469 | 442 | 532 | |
| Cash on fixed term deposit | 5,125 | – | 5,000 | |
| Cash and cash equivalents | 1,509 | 10,593 | 7,372 | |
| 7,103 | 11,035 | 12,904 | ||
| Liabilities | ||||
| Current liabilities | ||||
| Trade and other payables | (82) | (463) | (1,709) | |
| Net current assets | 7,021 | 10,572 | 11,195 | |
| Net assets | 37,176 | 39,363 | 37,894 | |
| Shareholders' equity | ||||
| Share capital | 4,219 | 3,916 | 4,039 | |
| Share premium account | 24,683 | 22,139 | 23,176 | |
| Capital redemption reserve | 221 | 221 | 221 | |
| Treasury share reserve | (2,349) | (1,909) | (2,048) | |
| Capital reserve | (58) | – | – | |
| Investment holdings gains (losses) reserve | 6,268 | 7,679 | 7,432 | |
| Special reserve | 2,408 | 2,408 | 2,408 | |
| Retained earnings | 1,784 | 4,909 | 2,666 | |
| Total Shareholders' equity | 37,176 | 39,363 | 37,894 | |
| Basic and diluted Net Asset Value per Ordinary share | 6 | 94.2p | 106.5p | 99.6p |
Signed on behalf of the Board
Helen Sinclair Chairman 13 November 2012
Statement of Changes in Equity
For the 6 months ended 30 September 2012
| Unaudited 6 months ended 30 September 2012 £000 |
Unaudited 6 months ended 30 September 2011 £000 |
Audited year ended 31 March 2012 £000 |
|
|---|---|---|---|
| Opening Shareholders' equity | 37,894 | 41,172 | 41,172 |
| Revenue return for the period Capital expenses (Loss)/gain on investments held at fair value Gain on disposal of investments in the period |
294 (221) (1,191) 190 |
639 (355) 360 2,174 |
675 (1,955) 166 2,178 |
| Total comprehensive (loss) income for the period | (928) | 2,818 | 1,064 |
| Issue of Ordinary share capital Issue of Ordinary share capital costs Issue of share capital on DRIS* Purchase of own Ordinary shares Dividends |
1,528 (81) 240 (301) (1,176) |
1,722 (7) 1,202 (43) (7,501) |
2,897 (173) 1,353 (182) (8,237) |
| Total transactions with Shareholders Realisation of prior year investment holding gains |
210 – |
(4,627) – |
(4,342) – |
| Closing Shareholders' equity | 37,176 | 39,363 | 37,894 |
* DRIS being the Dividend Reinvestment Scheme
Statement of Cash Flows
For the 6 months ended 30 September 2012
| Unaudited 6 months ended 30 September 2012 £000 |
Unaudited 6 months ended 30 September 2011 £000 |
Audited year ended 31 March 2012 £000 |
|
|---|---|---|---|
| Net cash (outflow) inflow from operating activities | (1,559) | 186 | (111) |
| Cash flows (used in) from investing activities | |||
| Cash placed on fixed term deposit | (5,125) | – | (5,000) |
| Cash from maturing fixed term deposit | 5,000 | – | – |
| Purchase of fixed asset investments | (5,938) | (1,350) | (3,000) |
| Proceeds from sale of fixed asset investments | 1,576 | 13,577 | 17,024 |
| Net cash (used in) from investing activities | (4,487) | 12,227 | 9,024 |
| Cash flows from (used in) financing activities | |||
| Issue of Ordinary shares | 1,523 | 1,819 | 2,897 |
| Cost of Ordinary share issue | (103) | (104) | (178) |
| Purchase of own Ordinary shares | (301) | (350) | (490) |
| Dividends paid (Net of Dividend Reinvestment Scheme) | (936) | (6,299) | (6,884) |
| Net cash from (used in) financing activities | 183 | (4,934) | (4,655) |
| Net (decrease) increase in cash and cash equivalents | (5,863) | 7,479 | 4,258 |
| Cash and cash equivalents at the beginning of the period | 7,372 | 3,114 | 3,114 |
| Cash and cash equivalents at the end of the period | 1,509 | 10,593 | 7,372 |
For the 6 months ended 30 September 2012
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| 6 months | 6 months | year | |
| ended | ended | ended | |
| 30 September | 30 September | 31 March | |
| 2012 | 2011 | 2012 | |
| £000 | £000 | £000 | |
| (Loss) profit before tax | (928) | 2,818 | 1,064 |
| Increase in trade and other receivables | (23) | (83) | (59) |
| (Decrease) increase in trade and other payables | (1,601) | (15) | 1,239 |
| Profit on disposal of investments in the year | (190) | (2,174) | (2,178) |
| Loss (profit) on investments held at fair value | 1,191 | (360) | (166) |
| Capitalised interest | (8) | – | (11) |
| Net cash (outflow) inflow from operating activities | (1,559) | 186 | (111) |
These half year statements have been approved by the directors whose names appear at note 8, each of whom has confirmed that to the best of their knowledge:
The half year statements are unaudited and have not been reviewed by the auditors pursuant to the Auditing Practices Board (APB) guidance on Review of Interim Financial Information. They do not constitute full financial statements as defined in section 435 of the Companies Act 2006. The comparative figures for the year ended 31 March 2012 do not constitute full financial statements and have been extracted from the Company's financial statements for the year ended 31 March 2012. Those accounts were reported upon without qualification by the auditors and have been delivered to the Registrar of Companies.
The accounting policies and methods of computation followed in the half year statements are the same as those adopted in the preparation of the audited financial statements for the year ended 31 March 2012, except as noted below.
The financial statements for the year ended 31 March 2012 were prepared in accordance with the International Financial Reporting Standards (IFRSs) as adopted by the European Union and those parts of the Companies Act 2006 applicable to companies reporting under IFRS. Where guidance set out in the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' issued by the Association of Investment Companies in January 2009 ("SORP") is consistent with the requirements of IFRS, the financial statements have been prepared in compliance with the recommendations of the SORP.
Standards and interpretations which have been issued or revised, for which their issue or revision will be effective for this accounting period, but are not expected to have an impact for the Company are IFRS 1, IFRS 7, IAS 1 and IAS 12.
| Unaudited 6 months ended 30 September 2012 £000 |
Unaudited 6 months ended 30 September 2011 £000 |
|
|---|---|---|
| Income from investments | ||
| – Dividends from unquoted companies | 10 | 328 |
| – Dividends from AIM quoted companies | 30 | 29 |
| 40 | 357 | |
| – Interest on loans to unquoted companies | 452 | 312 |
| – Fixed interest Government securities | 29 | 127 |
| Income from investments held at fair value through profit or loss | 521 | 796 |
| Interest on deposits | 79 | 61 |
| 600 | 857 |
| Unaudited 6 months ended 30 September 2012 |
Unaudited 6 months ended 30 September 2011 |
||||||
|---|---|---|---|---|---|---|---|
| Revenue £000 |
Capital £000 |
Total £000 |
Revenue £000 |
Capital £000 |
Total £000 |
||
| Profit (loss) on ordinary activities before taxation | 357 | (1,285) | (928) | 592 | 2,226 | 2,81 | |
| Profit (loss) on ordinary activities multiplied by standard small company rate of corporation tax in UK of 20% (2011: 20%) |
71 | (257) | (186) | 118 | 445 | 563 | |
| Effect of: UK dividends received |
(8) | – | (8) | (72) | – | (72) | |
| Non taxable losses (profits) on investments Excess management expenses |
– – |
200 (6) |
200 (6) |
– – |
(506) 15) |
(506) 15 |
|
| Tax charge (credit) | 63 | (63) | – | 46 | (46) | – |
The Company has no provided, or unprovided, deferred tax liability in either period. Deferred tax assets in respect of losses have not been recognised as management currently believe that there will not be sufficient taxable profits against which the assets can be recovered.
Due to the Company's status as a venture capital trust, and the continued intention to meet the conditions required to comply with Chapter 3 of Part 6 of the Income Tax Act 2007, the Company has not provided deferred tax on any capital gains or losses arising on the revaluation or realisation of investments.
Amounts recognised as distributions to equity holders in the period:
| Unaudited 6 months ended 30 September 2012 |
Unaudited 6 months ended 30 September 2011 |
Audited year ended 31 March 2012 |
||||||
|---|---|---|---|---|---|---|---|---|
| Revenue £000 |
Total £000 |
Revenue £000 |
Capital £000 |
Total £000 |
Revenue £000 |
Capital £000 |
Total £000 |
|
| Final paid – 3.0p per Ordinary share; paid on 17 August 2012 (2011: 3.0p per Ordinary share) |
1,176 | 1,176 | 873 | – | 873 | 1,072 | – | 1,072 |
| Interim – 2.0p per Ordinary share; paid on 20 January 2012 (2011: 2.0p per Ordinary share) |
– | – | – | – | – | 736 | – | 736 |
| Special dividend – 18.0p per Ordinary share paid on 22 August 2011 |
– | – | 720 | 5,908 | 6,628 | 2,064 | 4,365 | 6,429 |
| Dividends paid | 1,176 | 1,176 | 1,593 | 5,908 | 7,501 | 3,872 | 4,365 | 8,237 |
An interim dividend of 2.0 pence per Ordinary share in respect of the period to 30 September 2012, amounting to £789,000, is proposed. This has not been recognised in the period ended 30 September 2012 as the obligation did not exist at the balance sheet date.
The difference between the dividend totals shown in the table above and the Statement of Cash Flows relates to the portion of the dividend satisfied by the issue of Ordinary shares under the Company's Dividend Reinvestment Scheme.
The basic and diluted loss per Ordinary share is based on the loss for the period attributable to equity Shareholders of £928,000 (30 September 2011: profit of £2,818,000) and on 39,381,914 shares (30 September 2011: 35,900,838), being the weighted average number of shares in issue during the period.
The basic and diluted revenue earnings per Ordinary share is based on the revenue profit for the period attributable to equity Shareholders of £294,000 (30 September 2011: profit of £638,000) and on 39,381,914 shares (30 September 2011: 35,900,838), being the weighted average number of shares in issue during the period.
The basic and diluted capital loss per Ordinary share is based on the capital loss for the period attributable to equity Shareholders of £1,222,000 (30 September 2011: profit of £2,180,000) and on 39,381,914 shares (30 September 2011: 35,900,838), being the weighted average number of shares in issue during the period.
The Net Asset Value per Ordinary share is calculated on attributable assets of £37,176,000 and 39,473,151 shares in issue at 30 September 2012 (30 September 2011: assets of £39,363,000 and 36,953,730 shares, 31 March 2012: assets of £37,894,000 and 38,033,720 shares).
During the period the Company allotted 1,531,778 new Ordinary shares pursuant to the offer for subscription launched on 6 March 2012 at a price of 99.75p per share (30 September 2011: 1,421,329 new Ordinary shares pursuant to the linked offer for subscription with British Smaller Companies VCT2 plc launched on 8 December 2010).
During the period the Company allotted 261,760 new Ordinary shares in respect of its Dividend Reinvestment Scheme at a price of 91.77p per share (30 September 2011: 1,277,941 new Ordinary shares at a price of 94.05p per share).
The Company has also repurchased 354,107 (30 September 2011: 46,020) of its own shares in the period and these shares are held in treasury. The total of 2,714,592 treasury shares has been excluded in calculating the number of Ordinary shares in issue at 30 September 2012 (30 September 2011: 2,207,305 treasury shares). The Company has no securities that would have a dilutive effect and hence basic and diluted Net Asset Value per Ordinary share are the same.
Total Return per Ordinary share is calculated on cumulative dividends paid of 82.2 pence per Ordinary share (30 September 2011: 77.2 pence per Ordinary share and 31 March 2012: 79.2 pence per Ordinary share) plus the Net Asset Value at those dates as calculated per note 6.
The directors of the Company are: Mrs H Sinclair, Mr CWER Buchan and Mr PS Cammerman.
There has been no change to the principal risks and uncertainties facing the Company since the publication of the statutory accounts for the year ended 31 March 2012. In summary, the principal risks are:
Full details of the principal risks can be found in the statutory accounts of the Company for the year ended 31 March 2012, on page 26, a copy of which can be found at www.yfmep.com.
Copies of this interim report can be obtained from the Company's registered office: Saint Martins House, 210-212 Chapeltown Road, Leeds, LS7 4HZ or from the Fund Manager's website: www.yfmep.com.
YFM Private Equity Limited Saint Martins House
210-212 Chapeltown Road Leeds LS7 4HZ
Capita Registrars Limited The Registry 34 Beckenham Road Beckenham Kent
BR3 4TU
hlw Keeble Hawson LLP Protection House 16-17 East Parade Leeds LS1 2BR
EC2N 2AX
Nplus1 Singer Advisory LLP 1 Bartholomew Lane London
Brewin Dolphin Securities Limited 34 Lisbon Street Leeds LS1 4LX
Grant Thornton UK LLP 2 Broadfield Court Sheffield South Yorkshire S8 0XF
1 Embankment Place London WC2N 6RH
The Royal Bank of Scotland plc 27 Park Row Leeds LS1 5QB
Lloyds Bank Corporate Markets 40 Spring Gardens Manchester M2 1EN
Company Secretary KHM Secretarial Services Limited Old Cathedral Vicarage St James Row Sheffield S1 1XA
Andrew Hugh Smith 6 September 1931 to 3 October 2012
The Man is a Success who has lived well, laughed often and loved much; Who has gained the respect of intelligent men and the love of children; Who filled his niche and accomplished his task; Who leaves the world better than he found it, who never lacked appreciation of earth's beauty or failed to express it. Who looked for the best in others And gave the best he had; His memory is a benediction.
Robert Louis Stevenson (1850-1894)
Saint Martins House T: 0113 294 5000 210-212 Chapeltown Road F: 0113 294 5002 Leeds LS7 4HZ E: [email protected]
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