Annual Report • Feb 29, 2016
Annual Report
Open in ViewerOpens in native device viewer
(Previously Investec Structured Products Calculus VCT plc)
Annual Financial Report For the year ended 29 February 2016 (Registered in England and Wales under company number 07142153)
Calculus VCT plc ("the Company") is a Venture Capital Trust ("VCT") listed on the London Stock Exchange.
The Company's principal objectives for investors are to:
Full details of the Company's investment policy can be found on page 17 within the Strategic Report.
| Ordinary Share Fund | C Share Fund | ||||
|---|---|---|---|---|---|
| Financial Highlights | 12 Months to 29 February 2016 |
12 Months to 28 February 2015 |
12 Months to 29 February 2016 |
12 Months to 28 February 2015 |
|
| Total return per share | (8.11)p | (1.53)p | (8.37)p | 3.14p | |
| Net asset value per share | 31.36p | 66.43p | 77.27p | 90.07p | |
| Cumulative dividends paid | 70.05p | 43.00p | 18.00p | 13.50p | |
| Accumulated shareholder value | 101.41p | 109.43p | 95.27p | 103.57p | |
| Share price | 37.00p | 85.50p | 90.00p | 90.00p | |
| Premium/(discount) to NAV | 17.98% | 28.71% | 16.47% | (0.08)% | |
| Recommended final dividend | - | 5.25p | 4.5p | 4.5p |
| Strategic Report | |
|---|---|
| Chairman's Statement | 1 |
| Investment Manager's Review (Qualifying Investments) | 3 |
| Investment Manager's Review (Structured Products) | 12 |
| Investment Portfolio | 15 |
| Other Statutory Information | 17 |
| Board of Directors | 20 |
| Directors' Report | 21 |
| Audit Committee Report | 25 |
| Directors' Remuneration Report | 26 |
| Directors' Responsibilities Statement | 30 |
| Independent Auditor's Report | 31 |
| Income Statement | 35 |
| Statement of Changes in Equity | 37 |
| Statement of Financial Position | 39 |
| Statement of Cashflows | 42 |
| Notes to the Accounts | 44 |
| Notice of Annual General Meeting | 67 |
| Shareholder Information | 70 |
| Glossary | 72 |
The Strategic Report has been prepared in accordance with the requirements of Section 414A of the Companies Act 2006 (the "Act"). Its purpose is to inform members of the Company and help them assess how the Directors have performed their legal duty under Section 172 of the Act, to promote the success of the Company.
I am delighted to present your Company's results for the year ended 29 February 2016.
The net asset value per Ordinary share was 31.36 pence as at 29 February 2016 compared to 66.43 pence as at 28 February 2015. This is after paying an annual dividend to Ordinary shareholders in July 2015 of 5.25 pence per share and the special interim dividend of 21.8 pence per share in December 2015, bringing the total cumulative shareholder value to 101.41 pence per Ordinary share.
The net asset value per C share was 77.27 pence as at 29 February 2016 compared to 90.07 pence as at 28 February 2015. This is after paying a dividend to C shareholders in 2015 of 4.5 pence per share, bringing total cumulative shareholder value to 95.27 pence per C share.
The net asset values have subsequently decreased to 31.11 pence per Ordinary share and increased to 80.14 pence per C share as at 31 May 2016.
The Structured Products portfolio, managed by Investec Structured Products, performed well in both the Ordinary and C share portfolios returning 48.9% and 27.0% respectively. The final Structured Product in the Ordinary share portfolio matured in November 2015 and the Board were delighted to pay a special dividend and exceed the interim return target of returning 70 pence per Ordinary shareholders by 14 December 2015.
There is one final Structured Product based on the FTSE 100 Index in the C share portfolio that is due to mature in March 2017. At 29 February 2016, the FTSE 100 was trading at 6,097.09. This means that while the level of the FTSE 100 will change, if the Structured Products in the C share fund were to mature at this level, it would yield the maximum payoff for investors, increasing the overall return on the Structured Products on the C share portfolio to 36.5%
Your Board is pleased that the Structured Products portfolio has achieved its planned return for the Ordinary shares and we expect the Structured Products portfolio for the C shares to also meet its planned return.
Calculus Capital Limited manages the portfolio of VCT Qualifying Investments made by the Company.
The total return for the qualifying portfolio for the Ordinary shares is down 5.2% compared to original cost. In some respects, this is understandable as 'lemons' ripen before the 'plums'. We are hopeful that the portfolio will start to deliver positive returns going forward.
The total return for the qualifying holdings on the C shares is up 1.8% on original cost. That performance is after taking some write downs and we are hopeful that the portfolio will now start to deliver increasing returns.
During the year, Solab Group Limited ("Solab") (previously Hampshire Cosmetics) redeemed £150,000 of its loan stock at par and Venn Life Science Holdings plc ("Venn") was sold at a loss, both to raise funds to pay the July dividend on the Ordinary share portfolio. Hembuild Group Limited ("Hembuild") redeemed £125,000 of loan notes in May 2015 before the company entered administration in November 2015.
The C share fund sold its holding in Horizon Discovery plc ("Horizon") in September 2015, achieving a return of over 1.8x.
The qualifying portfolio on the Ordinary shares showed a decrease in value of 22.0 per cent in the year to 29 February 2016 on a like-for-like basis. Although AnTech Limited ("AnTech"), Metropolitan Safe Custody Limited ("Metropolitan"), Dryden Human Capital Group Limited ("Dryden"), Human Race Group Limited ("Human Race") and Solab saw an uplift in value, Brigantes Energy Limited ("Brigantes"), Corfe Energy Limited ("Corfe") and Terrain Energy Limited ("Terrain"), all in the oil and gas sector, lost just over £275,000 in aggregate in the year primarily as a result of the lower oil price. Hembuild was written down by £190,000 when it entered administration.
The qualifying portfolio on the C shares showed a decrease in value of 7.1 per cent in the year to 29 February 2016 on a like-for-like basis. Increased valuations on Solab, Human Race and Metropolitan were offset by the fall in Scancell Holdings plc's ("Scancell") share price. The Board remain confident about Scancell's long term prospects.
An analysis of the Qualifying Investments can be found in the Investment Manager's Review that follows this Statement.
At the Extraordinary General Meetings in November 2015, shareholders approved the issue of up to £8 million of D shares by means of an offer for subscription. At the same meetings, shareholders approved mergers of the Ordinary and C share classes into a single class with the D shares following realisation or liquidation of the Structured Products investments attributable to those classes. The directors anticipate that the Ordinary shares class will be merged into the D shares class on a relative net asset value basis in due course, potentially simultaneously with the merger of the C shares class into the D shares class. The merger of the C shares class into the D shares class will not occur until after the last Structured Product investment attributable to that class is realised or liquidated, which is expected with the maturity of the last such investment in March 2017.
The Board was pleased to announce that, in connection with the offer for subscription for D shares of 1p each that opened on 26 October 2015, applications were received for in excess of the minimum requirement of £1 million for the offer to proceed in respect of the 2015/2016 and 2016/2017 tax years in aggregate. An allotment of 876,181 D shares in respect of the 2015/2016 tax year took place on 8 March 2016 at an average issue price of £1.0264 per share. A second allotment of 644,598 D shares in respect of 2015/2016 tax year took place on 4 April 2016 at an average issue price of £1.0333 per share. A third allotment of 291,305 D shares in respect of the 2016/2017 tax year took place on 3 May 2016 at an average issue price of £1.0333 per share.
In October 2015, the VCT changed its name from Investec Structured Products Calculus VCT plc to Calculus VCT plc to reflect the maturity of the final Structured Products on the Ordinary share portfolio and the change in investment policy on the D shares. There is one remaining Structured Product on the C share portfolio which is due to mature in March 2017.
In line with our aim to provide a regular tax-free dividend stream, the Directors are pleased to announce a dividend of 4.5 pence per C share. Subject to shareholder approval, the dividends will be paid on 5 August 2016 to C shareholders on the register on 8 July 2016. This will take cumulative dividends paid to 22.50 pence per C share. The directors anticipate that, following the announcement of the company's interim results to 31 August 2016, a dividend equivalent to 4.5% of NAV will be paid to D Class shareholders. The timing and amount of the next dividend to Ordinary shareholders is dependent on any realisations of investments in the Ordinary share Class portfolio or the timing of the merger of the Ordinary share Class into the D share Class.
The Company's Annual General Meeting will be held at 11.00 am on Tuesday, 26 July 2016 at the offices of Calculus Capital Limited, 104 Park Street, London, W1K 6NF.
Last year saw a series of regulatory changes which affect how VCTs can invest. It is no longer possible for VCTs to undertake management buyouts either as a purchase of equity or as a purchase of a company's trade and its assets. Subject to certain caveats, companies must also be under seven years old (ten years for knowledge intensive companies) to be eligible for investment and there is a lifetime investment limit on the amount any single company can receive of £12million (£20million for knowledge intensive companies). Other changes to the legislation that mean that new investment in reserve power businesses will no longer qualify and, from 6th April 2016, any new investment into the energy generation sector will also not qualify for relief. HMRC has also indicated that it will be more cautious about giving approval for companies that are clearly set up with the intention of not having a long term future, so called 'limited life' companies. These changes in the legislation have affected individual VCTs to differing extents. Investment for the purposes of growth and development, which is Calculus Capital Limited's core model, is, by and large, unaffected by the changes other than the prohibition on investment in companies older than seven years that have not previously raised tax advantaged funding within seven years of first commercial sale.
The recent budget statement introduced further changes to the rules governing non-qualifying investments for VCTs with effect from 6 April 2016. VCT's can now only invest in Ordinary shares or securities in companies listed on a European regulated market and shares or units in an Alternative Investment Fund or Undertakings for Collective Investments in Transferable Securities that can be redeemed within 7 days. These changes are unlikely to affect the Ordinary or C share investors and will not affect the new D shares' core investment policy in respect of non-qualifying assets to invest in a variety of investments selected to preserve capital value, whilst generating income. However certain of the potential investments listed in the VCT's investment policy, such as investment directly or indirectly in ground rent assets, are either precluded or very unlikely to be possible following these changes. The Directors do not believe that these restrictions will materially affect the investment returns available to the VCT.
The Company exceeded its target of returning 70 pence to each Ordinary shareholder by its interim return date of 14 December 2015. The C share portfolio continues to be invested in Structured Products and as long as the FTSE 100 remains above 5,247, the Company is on target to return the same amount to C shareholders by 14 March 2017.
As mentioned in the previous section, 2015 saw a number of changes affecting VCT legislation. Although the new legislation may affect some of our investment opportunities and brings greater complexity, the Board does not believe the changes will materially impact our ability to invest in UK growth companies. Whilst the general economic outlook may be uncertain for the UK in 2016 with continued uncertainty in the Eurozone, the Board believe the portfolios have considerable upside potential and we hope to see the qualifying portfolios recovering some lost value in the coming year.
Michael O'Higgins Chairman 20 June 2016
Calculus Capital Limited manages the portfolio of Qualifying Investments made by the Company. To maintain its qualifying status as a Venture Capital Trust, the Company needed to be greater than 70 per cent invested in Qualifying Investments by the end of the relevant third accounting period and to maintain it thereafter. At 29 February 2016, the qualifying percentage for the Company was 92.0 per cent.
During the year under review, the Company made no new Qualifying Investments. The qualifying portfolio showed a decrease in value of 17.0 per cent in the year to 29 February 2016 on a like-for-like basis.
Further detail on the qualifying investments can be found below.
AnTech is both a specialist engineering company manufacturing products for the oil and gas industry and an oil and gas services company providing directional coil drilling services. AnTech's Products Division supplies customised and standard products used mainly in production. Its Coil Tube Drilling Services Division has developed a new generation of directional drilling tools which transform the manner and efficiency with which oil and gas wells can be drilled with coiled tubing. These tools, COLT and POLARIS, are effective for interventions in existing wells to enhance production yield and extend well life, which is particularly attractive in a low oil price environment. The tools were used commercially in France in late 2014 and Ohio in 2015 with successful results. In early 2016, a significant Mid-Form Contract was signed with Saudi Aramco, the world's largest oil company, for drilling later this year and a further order has been secured for drilling in Ohio. In February 2016, funds managed by Calculus Capital Limited made a £2.35m investment in AnTech in order to provide working capital for the anticipated growth of the Services business.
| Latest Audited Results (group) |
2015 £'000 |
2014 £'000 |
Investment Information | Ordinary Share Fund £'000 |
C Share Fund £'000 |
|---|---|---|---|---|---|
| Year ended | 31 Aug | 31 Aug | – | ||
| Turnover | 3,796 | 2,900 | Total cost | 270 | – |
| Pre-tax profit/(loss) | 217 | 458 | Income recognised in year/period | 13 | – |
| Net assets | 6,130 | 5,898 | Equity valuation | 142 | – |
| Loan stock valuation | 150 | – | |||
| Valuation basis: Last price paid | Total valuation | 292 | – | ||
| Voting rights* | 1.00% | – |
* Other funds managed by Calculus Capital Limited have combined voting rights of 31.0 per cent.
Brigantes and Corfe were originally intended as one investment, but were split because it enabled a larger fundraising under the then rules for tax advantaged investment schemes. Brigantes currently owns interests in the following licences: PL1/10 onshore Northern Ireland, P2123 offshore Northern Ireland, P1918 adjacent to Wytch Farm in Dorset and PEDL070 which contains the Avington oilfield in Hampshire. A first well on the PL1/10 licence targeting the Woodburn prospect was drilled in May/June 2016, but did not encounter any hydrocarbon accumulation – the data collected in the well is being evaluated to decide where to focus future exploration activity in the basin. A farm-in agreement has been signed on P1918 and the P1918 group has been awarded the neighbouring licences in the 14th Onshore licencing round.
| Latest Audited Results | 2015 £'000 |
2014 £'000 |
Investment Information | Ordinary Share Fund £'000 |
C Share Fund £'000 |
|---|---|---|---|---|---|
| Year ended | 31 Jul | 31 Jul | |||
| Turnover | 45 | 73 | Total cost | 127 | – |
| Pre-tax profit/(loss) | (225) | (266) | Income recognised in year/period | – | – |
| Net assets | 511 | 725 | Equity valuation | 108 | – |
| Loan stock valuation | – | – | |||
| Valuation basis: Comparable companies, discounted cash flow |
Total valuation | 108 | – | ||
| Voting rights* | 3.33% | – |
* Other funds managed by Calculus Capital Limited have combined voting rights of 25.6 per cent.
Corfe has interests in five licences: Osprey, Lulworth Banks and Ballard Point (adjacent to Wytch Farm) in Dorset, Burton on the Wolds in the East Midlands and Avington oilfield in Hampshire. A farm-in agreement has been signed on P1918 and the P1918 group has been awarded the neighbouring licences in the 14th Onshore licencing round.
| Latest Audited Results | 2015 £'000 |
2014 £'000 |
Investment Information | Ordinary Share Fund £'000 |
C Share Fund £'000 |
|---|---|---|---|---|---|
| Year ended | 31 Jul | 31 Jul | |||
| Turnover | 45 | 73 | Total cost | 76 | – |
| Pre-tax profit/(loss) | (413) | (331) | Income recognised in year/period | – | – |
| Net assets | 1,403 | 1,445 | Equity valuation | 45 | – |
| Valuation basis: Comparable companies, discounted cash flow |
Loan stock valuation | – | – | ||
| Total valuation | 45 | – | |||
| Voting rights* | 2.0% | – |
* Other funds managed by Calculus Capital Limited have combined voting rights of 27.3 per cent.
Dryden is headquartered in the UK and specialises in the actuarial, insurance and compliance recruitment sector. In the last year, the company has made significant progress in implementing new systems and working processes thereby delivering operational improvement. Trading for the financial year to 31 March 2016 was ahead of last year's performance. The company will continue to invest in efficiency improving systems, processes and training, and recruit new high performing recruitment consultants who are aligned with management's strategy of growth and continuous performance improvement.
| Latest Audited Results (group) |
2015 £'000 |
2014 £'000 |
Investment Information | Ordinary Share Fund £'000 |
C Share Fund £'000 |
|---|---|---|---|---|---|
| Year ended | 31 Mar | 31 Mar | |||
| Turnover | 4,034 | 3,905 | Total cost | 100 | – |
| Pre-tax profit/(loss) | (1,113) | (1,683) | Income recognised in year/period | – | – |
| Net assets/(liabilities)1 | 1,729 | (3,984) | Equity valuation | 7 | – |
| Loan stock valuation | – | – | |||
| Valuation basis: Sales multiple | Total valuation | 7 | – | ||
| Voting rights* | 0.25% | – |
*Other funds managed by Calculus Capital Limited have combined voting rights of 1.9 per cent.
Human Race owns and operates over 60 events for over 90,000 participants of all abilities and ages. This makes the business the largest owner and deliverer of mass participation events in the UK. The portfolio includes the London Winter Run, Windsor Triathlon, Wiggle Dragon Ride, Run or Dye series, Tour de Yorkshire Ride (alongside ASO – owners of the Tour de France), the Eton Triathlon Super Sprints, Kingston Breakfast Run, and an off road winter series. The London Winter Run was the largest inaugural 10k run ever in the UK with 14,000 entries in the first year. A roll out of the Winter Run concept is now planned throughout the UK with events having taken place in Liverpool and Manchester. In addition, an exciting partnership is being forged with ASO with a venture alongside the Tour de Yorkshire (a pro ride over 3 days) and the acquisition of a smaller established sportive called the Lionheart Ride.
| Latest Results (group) | 2015* £'000 |
2014 £'000 |
Investment Information | Ordinary Share Fund £'000 |
C Share Fund £'000 |
|---|---|---|---|---|---|
| Year ended | 31 Dec | 31 Dec | – | – | |
| Turnover | 4,431 | 2,870 | Total cost | 300 | 150 |
| Pre-tax profit/(loss) | (421) | (479) | Income recognised in year/period | 26 | 13 |
| Net assets | 1,333 | 1,329 | Equity valuation | 110 | 55 |
| Loan stock valuation | 200 | 100 | |||
| Valuation basis: Comparable companies & transaction |
Total valuation | 310 | 155 | ||
| Voting rights | 1.93% | 0.97% |
*Unaudited
Other funds managed by Calculus Capital Limited have combined voting rights of 38.7 per cent.
Metropolitan runs two safe custody sites, one in Knightsbridge, the other in St. Johns Wood. These profitable, stable businesses serve several thousand customers, providing access to the vaults seven days a week. Since investment, Metropolitan has undergone an extensive refurbishment programme which should be completed by 2017. Thereafter capital expenditure will principally be incurred to increase capacity. The Company is paying down debt and distributing surplus cash by way of dividends. Additional opportunities are being considered to expand the brand's reach further and grow sales.
| Latest Audited Results | 2015 £'000 |
2014 £'000 |
Investment Information | Ordinary Share Fund £'000 |
C Share Fund £'000 |
|---|---|---|---|---|---|
| Year ended | 30 Jun | 30 Jun | |||
| Turnover | 1,970 | 1,700 | Total cost | 90 | 40 |
| Pre-tax profit | 200 | 200 | Income recognised in year/period | 2 | 1 |
| Net assets | 3,800 | 3,600 | Equity valuation | 155 | 69 |
| Loan stock valuation | – | – | |||
| Valuation basis: Earnings multiple | Total valuation | 155 | 69 | ||
| Voting rights* | 2.23% | 0.99% |
* Other funds managed by Calculus Capital Limited have combined voting rights of 38.9 per cent.
Following the acquisition of an additional 15 turbines with an effective date of 1st April 2015, MicroEnergy owns and operates a fleet of 168 small onshore wind turbines (<5kW) installed on farm land in East Anglia and Yorkshire. Revenues come from two sources, both of which are inflation protected, being directly linked to RPI. Firstly, there is the Government backed feed-in tariff (FIT) paid by the electricity suppliers for every kilowatt of electricity generated for twenty years. Secondly, there is an export tariff for any surplus electricity not used by the site owner that is exported to the grid. Annual generation to 31 March 2016 is ahead of last year at 820,000kWh equating to £259,000.
| Latest Audited Results | 2015 £'000 |
2014 £'000 |
Investment Information | Ordinary Share Fund £'000 |
C Share Fund £'000 |
|---|---|---|---|---|---|
| Year ended | 31 Mar | 31 Mar | |||
| Turnover | 173 | 212 | Total cost | 150 | – |
| Pre-tax profit/(loss) | (31) | (25) | Income recognised in year/period | – | – |
| Net assets | 2,683 | 2,714 | Equity valuation | 132 | – |
| Loan stock valuation | – | – | |||
| Valuation basis: Discounted cash flow | Total valuation | 132 | – | ||
| Voting rights* | 5.12% | – |
*Other funds managed by Calculus Capital Limited have combined voting rights of 5.8 per cent.
Benito's Hat (trading name of Pico's Limited) is a Mexican-themed restaurant brand centred on an authentic experience and high-quality food, at an affordable price point. Offering tailor-made burritos, tacos and salads, the brand has a devoted customer following and has won many accolades from food critics. 'Like-for-like' financial performance of the 'core estate' (continuing sites that have been operating for over a year) has improved. The Company closed certain sites which underperformed against budget. There is significant competition for new sites within the M25 and the Company is maintaining a high level of vigilance in ongoing site selection.
The Company will look to raise further funds in the future to continue its expansion program of new site openings and is in ongoing discussions with a number debt providers.
| Latest Audited Results (group) |
2015 £'000 |
2014 £'000 |
Investment Information | Ordinary Share Fund £'000 |
C Share Fund £'000 |
|---|---|---|---|---|---|
| Year ended | 26 Jul | 27 Jul | – | – | |
| Turnover | 4,740 | 3,385 | Total cost | – | 50 |
| Pre-tax profit/(loss) | (548) | (661) | Income recognised in year/period | – | – |
| Net assets | 2,424 | 2,972 | Equity valuation | – | 58 |
| Loan stock valuation | – | – | |||
| Valuation basis: Comparable companies & transactions |
Total valuation | – | 58 | ||
| Voting rights* | – | 0.92% |
* Other funds managed by Calculus Capital Limited have combined voting rights of 38.2 per cent.
Quai provides platform technology combined with back office administration services for the high-volume personal savings industry. Quai's platform administers thousands of individual savings plans at a fraction of the cost incurred by established insurance companies and wealth managers. Mass distribution of individual savings plans is pressurising providers to offer efficient, high-volume, low-margin schemes. Quai has progressed well, with five live customers on its platform, three soon to go live and three more expected to sign contracts in the coming weeks. Financial performance in the year to October 2015 was the same as the prior year as revenue conversion was slower than anticipated. Recent wins have targeted clients with large books of assets under management. In February 2016, Calculus Capital Limited participated in a further funding round alongside members of the Quai board and other private individuals, to accelerate development of the Company's technology platform and expand the sales and marketing teams.
| Latest Unaudited Results (group) |
2015* £'000 |
2014 £'000 |
Investment Information | Ordinary Share Fund £'000 |
C Share Fund £'000 |
|---|---|---|---|---|---|
| Year ended | 31 Oct | 31 Oct | – | – | |
| Turnover | 698 | 721 | Total cost | – | 150 |
| Pre-tax loss | (1,747) | (1,791) | Income recognised in year/period | – | – |
| Net assets/(liabilities) | (227) | 194 | Equity valuation | – | 150 |
| Loan stock valuation | – | – | |||
| Valuation basis: Last price paid | Total valuation | – | 150 | ||
| Voting rights | – | 2.10% |
*Unaudited
Scancell is a clinical stage immunotherapy company. The company has two vaccine platform technologies: SCIB1 for melanoma entered clinical trials in June 2010; MODI-1 is targeted to enter clinical trials in advanced breast and ovarian cancer in 2017. The company believes the Moditope platform could play a major role in cancer immunotherapies. Encouraging survival data on patients treated with SCIB1, combined with the laboratory data showing the potential value of a SCIB1/checkpoint inhibitor combination, has set the stage for an expanded clinical trial programme in melanoma in 2017. The trial will be led by leading US melanoma specialists at Massachusetts General Hospital, Harvard Medical School, MD Anderson, Memorial Sloan Kettering and the Division of Medical Oncology at University of Colorado. The aim is to demonstrate improved response compared to anti-PD-1 monotherapy without additional toxicity.
Since the year end, Scancell has raised funds through a firm placement and an open offer, raising £3.4m and £3.8m, respectively. The funds will be used to prepare for further clinical studies on both SCIB1 and Moditope®.
| Latest Unaudited Results | 2015 £'000 |
2014 £'000 |
Investment Information | Ordinary Share Fund £'000 |
C Share Fund £'000 |
|---|---|---|---|---|---|
| Year ended | 30 Apr | 30 Apr | |||
| Turnover | – | – | Total cost | – | 100 |
| Pre-tax profit/(loss) | (2,828) | (2,468) | Income recognised in year/period | – | – |
| Net assets | 6,754 | 9,077 | Equity valuation | – | 78 |
| Loan stock valuation | – | – | |||
| Valuation basis: Bid price | Total valuation | – | 78 | ||
| Voting rights* | – | 0.20% |
The D share portfolio has invested £50,000 in Scancell since the year end.
* As at 20 June 2016, the D shares held 0.1% of the voting rights. Other funds managed by Calculus Capital Limited have combined voting rights of 18.5 per cent.
Solab is a long established manufacturer of fragrances, shampoos and skincare products for customers, including L'Oreal and Penhaligon. More recently it has been broadening its activities, particularly into animal care products. The cosmetics business has been affected by significant reduction in volumes from the The Body Shop. This is due to a decision to insource manufacturing to French factories to maintain employment there following The Body Shop's acquisition by L'Oreal. New business has only partially replaced lost turnover but is expected to be fully recovered in 2017. Revenues from animal care and veterinary have increased substantially with profitability anticipated in 2016.
| Latest Unaudited Results (group) |
2015* £'000 |
2014 £'000 |
Investment Information | Ordinary Share Fund £'000 |
C Share Fund £'000 |
|---|---|---|---|---|---|
| Year ended | 31 Dec | 31 Dec | |||
| Turnover | 22,477 | 26,021 | Total cost | 100 | 150 |
| Pre-tax profit/(loss) | (317) | 181 | Income recognised in year/period | 3 | 8 |
| Net assets | 2,510 | 2,691 | Equity valuation | 153 | 62 |
| Loan stock valuation | - | 100 | |||
| Valuation basis: Comparable companies, comparable transactions & DCF |
Total valuation | 153 | 162 | ||
| Voting rights* | 4.45% | 1.81% |
*Other funds managed by Calculus Capital Limited have combined voting rights of 1.23 per cent.
Terrain has taken advantage of attractive prices in the current market and has recently completed the acquisition of interests in the Whisby and Lidsey licences and increased its interest in Keddington. It has also been awarded Louth in the 14th Licensing Round. Terrain now has interests in twelve petroleum licences; Keddington, Kirklington, Dukes Wood, Burton on the Wolds, Whisby and Louth in the East Midlands, Larne and an offshore licence to the north of Larne in Northern Ireland, Brockham and Lidsey in the Weald Basin and Egmating and Starnberger See in Germany. The company is currently producing from wells at Brockham and Lidsey. A sidetrack at Keddington was drilled in February 2016 encountering some 60m of oil bearing sands which is due to be completed and tested in Q2 2016. New wells at Larne, Whisby and Lidsey as well as a sidetrack at Brockham are due to be drilled in 2016. In February 2016, Terrain completed a £1m funding round to provide capital for its licence commitments.
| Latest Audited Results | 2014 £'000 |
2013 £'000 |
Investment Information | Ordinary Share Fund £'000 |
C Share Fund £'000 |
|---|---|---|---|---|---|
| Year ended | 31 Dec | 31 Dec | |||
| Turnover | 212 | 237 | Total cost | 100 | 50 |
| Pre-tax profit/(loss) | (635) | (768) | Income recognised in year/period | – | – |
| Net assets | 6,617 | 7,168 | Equity valuation | 144 | 67 |
| Loan stock valuation | – | – | |||
| Valuation basis: Last price paid | Total valuation | 144 | 67 | ||
| Voting rights | 1.15% | 0.53% |
*Other funds managed by Calculus Capital Limited have combined voting rights of 8.91 per cent.
Money Dashboard (the trading name of The One Place Capital Limited) empowers consumers to take control of their finances. By using Money Dashboard consumers are able to view all of their internet enabled current accounts, savings accounts and credit cards in one secure place, providing the true view of their financial lives. Calculus Capital Limited invested in Money Dashboard in November 2013. Since investment the Company has achieved a number of milestones. User numbers have grown and the Company now has over 100,000 registered users; a mobile application has been launched, a 'productised' version of the data insights offering has been developed and branded "TrueView" and sales of TrueView data contracts are gaining traction with financial institutions.
Revenue growth has been slower than was anticipated, leading to further investments by Calculus Capital Limited funds in July 2014 and July 2015.
| Latest Results (group) | 2015* £'000 |
2014 £'000 |
Investment Information | Ordinary Share Fund £'000 |
C Share Fund £'000 |
|---|---|---|---|---|---|
| Year ended | 30 Apr | 30 Apr | |||
| Turnover | 219 | 18 | Total cost | – | 127 |
| Pre-tax profit/(loss) | (2,446) | (1,662) | Income recognised in year/period | – | – |
| Net assets/(liabilities) | 478 | 484 | Equity valuation | – | 127 |
| Loan stock valuation | – | – | |||
| Valuation basis: Last price paid | Total valuation | – | 127 | ||
| Voting rights* | – | 1.28% |
*Unaudited
*Other funds managed by Calculus Capital Limited have combined voting rights of 41.3 per cent.
Tollan owns a portfolio of solar systems on roof tops in Northern Ireland. The solar generating capacity, which is installed on residential and some commercial roofs in the Belfast area, benefits from Northern Ireland Renewable Obligation Certificates (NIROCs). In addition, the company benefits from the export tariff for any surplus electricity not used by the homeowner that is exported to the grid. The portfolio is now fully installed and comprises 334 systems (1.55MW). The systems have demonstrated stable generation levels of 978,000kWh in the year to March 2016 (974,000kWh in 2015).
| Latest Unaudited Results |
2015 £'000 |
2014 £'000 |
Investment Information | Ordinary Share Fund £'000 |
C Share Fund £'000 |
|---|---|---|---|---|---|
| Year ended | 31 Mar | 31 Mar* | |||
| Turnover | 174 | 23 | Total cost | 150 | – |
| Pre-tax profit/(loss) | 9 | (155) | Income recognised in year/period | – | – |
| Net assets | 2,205 | 2,195 | Equity valuation | 146 | – |
| Loan stock valuation | – | – | |||
| Valuation basis: Discounted cash flow *December 2012 to March 2014 |
Total valuation | 146 | |||
| Voting rights | 6.38% | – |
Venn's is consolidating a number of small European contract research organisations (CRO) to build a mid-sized CRO focused on the European market, offering clients a full service, multi-centred capability in Phase II-IV trials across a range of principal disease areas. In October the company announced the signing of an international contract, worth €1m and covering multiple regions including France, the UK and the US. The Phase I-II project will centre on acute T-cell leukaemia, and follows a previously successful trial with the same company. In early 2016 the company announced that it expected full-year revenues for 2015 to be at least double the €4.1m delivered in 2014. This strong performance has been delivered through success in winning contracts, facilitated by international expansion. Recently, Venn secured contracts worth €3.4m, in an extension of its existing phase-II program with a leading US-based biotechnology firm. The company is now generating free cash flows.
The strong financial results announced at the close of 2015, along with the recent contract wins, should filter through to the share price, which has remained relatively flat the past year.
| Latest Unaudited Results |
2015 e'000 |
2014 e'000 |
Investment Information | Ordinary Share Fund £'000 |
C Share Fund £'000 |
|---|---|---|---|---|---|
| Year ended | 31-Dec | 31-Dec | |||
| Turnover | 11,474 | 4,883 | Total cost | – | 80 |
| Pre-tax profit/(loss) | (327) | (1,829) | Income recognised in year/period | – | – |
| Net assets | 10,233 | 1,802 | Equity valuation | – | 51 |
| Loan stock valuation | – | – | |||
| Valuation basis: Bid price | Total valuation | – | 51 | ||
| Voting rights | – | 0.4% |
*Other funds managed by Calculus Capital Limited have combined voting rights of 7.4 per cent.
On 5 April 2016, an investment of £50,000 was made in Scancell on behalf of the D share fund. Also in the D share portfolio, £326,000 has been invested in each of three money market funds with Fidelity Institutional Liquidity Fund, Aberdeen Sterling Liquidity Fund and Goldman Sachs Sterling Liquidity Fund.
Other than as disclosed above there have been no developments since the year end.
Calculus Capital Limited 20 June 2016
Our non-Qualifying Investments are managed by Investec Structured Products. As at the date of this report, the Company held one remaining Structured Product in the C share fund based on the FTSE 100 Index.
In line with the Company's strategy set out in the original offer documents, part of the initial cash raised was used to build a portfolio of Structured Products. The portfolio of Structured Products was constructed with different issuers and differing maturity periods to minimise risk and create a diversified portfolio. The majority of this portfolio has now reached full term and paid a positive return, with all products which have reached full term paying their maximum return. The recent changes are listed below.
In the Ordinary share fund, the remaining Investec product matured on 19 November 2015, the proceeds of which were used to pay the special interim dividend.
The C share fund retains one product in its portfolio, which is due to mature in 2017; the strike of this is 5,246.99.
The continued strong performance of the FTSE 100 has supported valuations in the Structured Products portfolio. The FTSE 100 has remained above all of the products' strike levels. As at 29 February 2016, the FTSE 100 was at 6,097.09. Over the past year, 5 year swap rates have decreased and volatility has remained low, as the UK economic recovery continues to be slow as a whole.
No new investments were made in Structured Products during the period.
The Structured Products will achieve their target return subject to the Final Index Level of the FTSE 100 being higher than the Initial Index Level. The capital is at risk on a one-for-one basis ("CAR") if the FTSE 100 Index falls more than 50 per cent at any time during the investment term and fails to fully recover at maturity such that the Final Index Level is below the Initial Index Level. As at 29 February 2016, the following investments had been made in Structured Products:
Matured/sold
| Issuer | Strike Date |
FTSE 100 Initial Index Level at Maturity |
Notional Investment |
Purchase Price |
Price at Maturity/Sale |
Maturity Date/Date Sold |
Return/Capital at Risk (CAR) |
|---|---|---|---|---|---|---|---|
| HSBC Bank plc | 01/07/2010 | 4,805.75 | £500,000 | £1.00 | Returned £1.2510 |
06/07/2012 | 125.1% if FTSE 100 higher*; CAR if FTSE 100 falls more than 50% |
| The Royal Bank of Scotland plc |
18/03/2011 | 5,718.13 | £50,000 | £1.00 | Returned £1.1050 |
19/03/2012 | Autocallable 10.5% p.a.; CAR if FTSE 100 falls more than 50% |
| Nomura Bank International** |
28/05/2010 | 5,188.43 | £350,000 | £0.98 | Sold at £1.2625 | 30/03/2012 | 137% if FTSE 100 higher*; CAR if FTSE 100 falls more than 50% |
| Morgan Stanley International |
10/06/2010 | 5,132.50 | £500,000 | £1.00 | Sold at £1.3224 | 31/10/2012 | 134% if FTSE 100 higher*; CAR if FTSE 100 falls more than 50% |
| Abbey National Treasury Services |
03/08/2011 | 5,584.51 | £50,000 | £1.00 | Sold at £1.1900 | 21/06/2013 | 126% if FTSE 100 higher*; CAR if FTSE 100 falls more than 50% |
| The Royal Bank of Scotland plc |
05/05/2010 | 5,341.93 | £275,000 | £0.96 | Sold at £1.6057 |
06/11/2014 | 162.5% if FTSE 100 higher*; CAR if FTSE 100 falls more than 50% |
| Abbey National Treasury Services |
25/05/2010 | 4,940.68 | £350,000 | £0.99 | Sold at £1.7920 |
06/11/2014 | 185% if FTSE 100 higher*; CAR if FTSE 100 falls more than 50% |
| Investec Bank plc |
14/05/2010 | 5,262.85 | £500,000 | £0.98 | Returned £1.817466 |
19/11/2015 | 185% if FTSE 100 higher*; CAR if FTSE 100 falls more than 50% |
| Issuer | Strike Date |
FTSE 100 Initial Index Level |
Notional Investment |
Purchase Price |
Price as at 29 February 2016 Maturity Date |
Return/Capital at Risk (CAR) |
|
|---|---|---|---|---|---|---|---|
| Investec Bank plc |
05/08/2011 | 5,246.99 | £328,000 | £1.00 | £1.582387 | 10/03/2017 | 182% if FTSE 100 higher*; CAR if FTSE 100 falls more than 50% |
| Issuer | Strike Date |
FTSE 100 Initial Index Level at Maturity |
Notional Investment |
Purchase Price |
Price at Maturity |
Maturity Date | Return/Capital at Risk (CAR) |
|---|---|---|---|---|---|---|---|
| The Royal Bank of Scotland plc |
18/03/2011 | 5,718.13 | £200,000 | £1.00 | Returned £1.1050 |
19/03/2012 | Autocallable 10.5% p.a.; CAR if FTSE 100 falls more than 50% |
| Nomura Bank International** |
28/05/2010 | 5,188.43 | £350,000 | £1.2625 | Returned £1.3700 |
20/02/2013 | 137% if FTSE 100 higher*; CAR if FTSE 100 falls more than 50% |
| Abbey National Treasury Services |
03/08/2011 | 5,584.51 | £200,000 | £1.00 | Returned £1.2600 |
05/02/2014 | 126% if FTSE 100 higher*; CAR if FTSE 100 falls more than 50% |
The total valuation of the amount invested in Structured Products in the C share fund as at 29 February 2016 was £519,023.
* The Final Index Level is calculated using 'averaging', meaning that the average of the closing levels of the FTSE 100 is taken on each Business Day over the last 2-6 months of the Structured Product plan term (the length of the averaging period differs for each plan). The use of averaging to calculate the return can reduce adverse effects of a falling market or sudden market falls shortly before maturity. Equally, it can reduce the benefits of an increasing market or sudden market rises shortly before maturity.
** The Nomura Structured Product was sold prior to maturity with a return on initial investment of 28.8 per cent. This was sold to the C share fund.
Investec Structured Products 20 June 2016
| Company | Book Cost £'000 |
Valuation £'000 |
% of Portfolio |
|---|---|---|---|
| Unquoted equity investments Metropolitan Safe Custody Limited Solab Group Limited Tollan Energy Limited Terrain Energy Limited AnTech Limited MicroEnergy Generation Services Limited Human Race Group Limited Brigantes Energy Limited Corfe Energy Limited Dryden Human Capital Group Limited |
90 100 150 100 120 150 100 127 76 100 |
155 153 145 144 142 132 110 108 45 7 |
10.4% 10.3% 9.7% 9.7% 9.5% 8.8% 7.4% 7.2% 3.0% 0.5% |
| Other unquoted equity investments | 105 | – | –% |
| Unquoted loan notes AnTech Limited Human Race Group Limited Other unquoted loan notes |
150 200 202 |
150 200 – |
10.1% 13.4% –% |
| Non-qualifying equity investments* | (3) | (1) | (0.1)% |
| Total unquoted qualifying investments | 1,767 | 1,490 | 99.9% |
| Non-qualifying investments | |||
| Aberdeen Sterling Liquidity Fund Non-qualifying equity investments* |
1 3 |
1 1 |
0.1% 0.1% |
| Total non-qualifying | 4 | 2 | 0.1% |
| Total investments | 1,771 | 1,492 | 100.0% |
*The valuations of certain investments include small purchases made which are non-qualifying investments.
| Company | Book Cost £'000 |
Valuation £'000 |
% of Portfolio |
|---|---|---|---|
| Quoted equity investment Scancell Holdings plc Venn Life Sciences plc Unquoted equity investments |
100 80 |
78 51 |
5.4% 3.6% |
| Quai Administration Services Limited The One Place Capital Group Limited Metropolitan Safe Custody Limited Terrain Energy Limited Solab Group Limited Pico's Limited Human Race Group Limited Other unquoted equity investments |
150 127 40 50 50 50 50 24 |
150 127 69 67 62 58 55 – |
10.4% 8.8% 4.8% 4.7% 4.3% 4.0% 3.8% –% |
| Unquoted loan notes Solab Group Limited Human Race Group Limited Other unquoted loan notes |
100 100 39 |
100 100 – |
7.0% 7.0% –% |
| Total qualifying investments | 960 | 917 | 63.8% |
| Non-qualifying investments | |||
| Structured products | |||
| Investec Bank structured product Other non-qualifying investments |
328 1 |
519 1 |
36.1% 0.1% |
| Total non-qualifying | 329 | 520 | 36.2% |
| Total investments | 1,289 | 1,437 | 100.0% |
The Company is registered as a public limited company and incorporated in England and Wales with registration number 07142153. Its shares have a premium listing and are traded on the London Stock Exchange.
On incorporation, the Company was an investment company under section 833 of the Companies Act 2006. On 18 May 2011, investment company status was revoked by the Company. This was done in order to allow the Company to pay dividends to shareholders using the special reserve (a distributable capital reserve), which had been created on the cancellation of the share premium account on 20 October 2010.
The Company's business model is to conduct business as a VCT. Company affairs are conducted in a manner to satisfy the conditions to enable it to obtain approval as a VCT under sections 258-332 of the Income Tax Act 2007 ("ITA 2007").
Shareholders voted in favour for a change in investment policy at the Extraordinary General Meeting in November 2015. The principal change of investment policy is to increase the options for non-qualifying investments.
It is intended that a minimum of 75 per cent of the monies raised by the Company will be invested within 60 days in a variety of investments which will be selected to preserve capital value, whilst generating income, and may include:
As mentioned in the Chairman's Statement, recent legislative changes have since prohibited investment in ground rent funds.
The Company's policy is to build a diverse portfolio of Qualifying Investments of primarily established unquoted companies across different industries and investments which may be by way of loan stock and/or fixed rate preference shares as well as ordinary shares to generate income. The amount invested in anyone sector and anyone company will be no more than 20 per cent and 10 per cent respectively of the qualifying portfolio. These percentages are measured as at the time of investment. The Board and its Managers, Calculus Capital Limited, will review the portfolio of investments on a regular basis to assess asset allocation and the need to realise investments to meet the Company's objectives or maintain VCT status.
Where investment opportunities arise in one asset class which conflict with assets held or opportunities in another asset class, the Board will make the investment decision. Under its Articles, the Company has the ability to borrow a maximum amount equal to 25 per cent of the aggregate amount paid on all shares issued by the Company (together with any share premium thereon). The Board will consider borrowing if it is in the shareholders' interests to do so. In particular, because the Board intends to minimise cash balances, the Company may borrow on a short-term to medium-term basis for cashflow purposes and to facilitate the payment of dividends and expenses in the early years.
The AIFMD regulates the management of alternative investment funds, including VCTs. The VCT is externally managed under the AIFMD by Calculus Capital Limited which is a small authorised Alternative Investment Fund Manager.
The Board controls the overall risk of the Company. Calculus Capital Limited will ensure the Company has exposure to a diversified range of Venture Capital Investments from different sectors. Investec Structured Products ensured the Company had exposure to a diversified range of Structured Products but there is now just one remaining Structured Product in the C share portfolio. The Board believes that investment in these two asset classes provides further diversification.
Since November 2015, the types of non-qualifying investment include:
The board believe this change will provide further diversification.
The Company's investment policy is designed to ensure that it will meet, and continue to meet, the requirements for approved VCT status from HM Revenue & Customs. Amongst other conditions, the Company may not invest more than 15 per cent (by value at the time of investment) of its investments in a single company and must have at least 70 per cent by value of its investments throughout the period in shares or securities in qualifying holdings, of which 30 per cent by value must be ordinary shares which carry no preferential rights ("eligible shares"). For funds raised from 6 April 2011, the requirement for 30 per cent to be invested in eligible shares was increased to 70 per cent.
The Board reviews performance by reference to a number of key performance indicators ("KPIs") and considers that the most relevant KPIs are those that communicate the financial performance and strength of the Company as a whole, being;
The financial highlights of the Company can be found on the contents page of the Report and Accounts.
Further KPIs are those which show the Company's position in relation to the VCT tests which it is required to meet in order to meet and maintain its VCT status. A summary of these tests are set out below. The Company has received approval as a VCT from HM Revenue & Customs.
The Company is exposed to a variety of risks. The principal financial risks, the Company's policies for managing these risks and the policy and practice with regard to financial instruments are summarised in note 16 to the Accounts.
The Board has also identified the following additional risks and uncertainties:
The Company has received approval as a VCT under ITA 2007. Failure to meet and maintain the qualifying requirements for VCT status could result in the loss of tax reliefs previously obtained, resulting in adverse tax consequences for investors, including a requirement to repay the income tax relief obtained, and could also cause the Company to lose its exemption from corporation tax on chargeable gains.
The Board receives regular updates from the Managers and financial information is produced on a monthly basis. The Manager monitors VCT regulation and presents its findings to the Board on a quarterly basis. The Managers build in 'headroom' when making investments to allow for changes in valuation. This 'headroom' is reviewed prior to making and realising qualifying investments.
The Board has appointed an independent adviser to monitor and advise on the Company's compliance with the VCT rules.
There are restrictions regarding the type of companies in which the Company may invest and there is no guarantee that suitable investment opportunities will be identified.
Investment in unquoted companies and AIM-traded companies involves a higher degree of risk than investment in companies traded on the main market of the London Stock Exchange. These companies may not be freely marketable and realisations of such investments can be difficult and can take a considerable amount of time. There may also be constraints imposed upon the Company with respect to realisations in order to maintain its VCT status which may restrict the Company's ability to obtain the maximum value from its investments.
Calculus Capital Limited has been appointed to manage the Qualifying Investments portfolio, and has extensive experience of investing in this type of investment. Regular reports are provided to the Board and a representative of Calculus Capital Limited is on the Company's board. Risk is managed through the investment policy which limits the amount that can be invested in any one company and sector to 10 per cent and 20 per cent of the qualifying portfolio respectively at the time of investment.
Structured products are subject to market fluctuations and the C share portfolio may not realise the full return from the final structured product in the event of a long-term decline of the FTSE 100 index. Investec Structured Products has been appointed to manage the structured products portfolio for its expertise in these types of financial products. Restrictions have been agreed with Investec Structured Products relating to approved counterparties and maximum exposure to any one counterparty.
Due to the holding period required to maintain up-front tax reliefs, there is a limited secondary market for VCT shares and investors may therefore find it difficult to realise their investments. As a result, the market price of the shares may not fully reflect, and will tend to be at a discount to, the underlying net asset value. The level of discount may also be exacerbated by the availability of income tax relief on the issue of new VCT shares. The Board recognises this difficulty, and has taken powers to buy back shares, which could be used to enable investors to realise investments.
The Company has no employees and the Board comprises entirely non-executive Directors. Day-to-day management of the Company's business is delegated to the Investment Managers (details of the respective management agreements are set out in the Directors' Report) and the Company itself has no environmental, human rights, or community policies. In carrying out its activities and in its relationships with suppliers, the Company aims to conduct itself responsibly, ethically and fairly.
The Board of Directors comprised three male Directors and one female Director during, and at the end of, the year to 29 February 2016.
The Directors consider that taken as a whole, the Annual Report and Accounts is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.
On behalf of the Board Michael O'Higgins Chairman 20 June 2016
Michael O'Higgins is an experienced private investor with significant EIS and VCT holdings. Michael is Chairman of the Local Pensions Partnership (with over £10bn of assets under pooled management) and of Calculus VCT, as well as a non-executive director of Network Rail and of the pensions company Hedgehog. He became the 'Independent Person' for Tunbridge Wells Borough Council in October 2015.
He was Chairman of The Pensions Regulator from 2011 to 2014, Chairman of the Audit Commission from 2006 until 2012 and chairman of the NHS Confederation from 2012 until 2015. He was also a Non-Executive Director of HM Treasury and Chair of the Treasury Group Audit Committee from 2008 to 2014. Michael was also the Chair of the youth homelessness charity Centrepoint from 2004 to 2011.
Previously, Michael was a Managing Partner with PA Consulting, leading its Government and IT Consulting Groups, latterly as a Director on its International Board. Prior to that he was a partner at Price Waterhouse, worked at the Organisation for Economic Co-Operation and Development in Paris and held academic posts at the University of Bath, the London School of Economics, Harvard University and the Australian National University.
Kate worked for Morgan Stanley Investment Management for 12 years between 1992 and 2004, where she was Managing Director and head of Morgan Stanley Investment Management's Global Core Equity team. Before joining Morgan Stanley, Kate spent two years at M&G Investment Management as a financial analyst. More recently Kate has acted as a consultant providing financial research to private equity and financial training firms. Kate is a non-executive Director and Chairman of the Remuneration Committee of Scancell Holdings plc, and a non-executive Director of Arcis Biotechnology Ltd. She is a Chartered Financial Analyst (CFA), holds a Masters in Business Administration (MBA), and has completed the Financial Times Non-Executive Director Diploma.
John co-founded Calculus Capital Limited in 1999, creating one of the UK's most successful, independent private equity firms focused on investing in smaller, unquoted companies. John has over 30 years' experience in private equity, corporate finance, and operational management. During that time, he has invested in, advised on or negotiated more than 100 transactions and served on publicly quoted and private corporate boards. He is a director of Neptune-Calculus Income and Growth VCT plc and Terrain Energy and was formerly a director of Human Race. Terrain and Human Race are companies in which this Company has invested. He is also a board member of the Enterprise Investment Scheme Association and a member of its Tax and Technical and its Regulatory Committees. Before co-founding Calculus Capital Limited, John served as an Executive Director of European Corporate Finance for UBS for nine years where he advised on M&A, IPOs, restructurings and recapitalisations, strategic alliances and private equity. Prior to this, John was headhunted to be Head of the Mergers & Acquisitions Group of Philips and Drew, a 100 year old London based financial institution. At the start of his career, John qualified as a Chartered Accountant with Peat Marwick (subsequently KPMG), where he then went on to be recruited as a founder member of Deloitte's newly established Corporate Finance practice in London. John graduated from Oxford University with an MA (Hons) in Philosophy, Politics and Economics.
Steve has had a successful 30 year career in the financial markets with NatWest, UBS and Santander with a specialisation in structured products. Steve is also a former consultant to Investec, having assisted the Investec Structured Products team with the design and launch of the Company. Following a brief retirement, Steve is currently Executive Chairman of Smart Carbon Control Limited, a software business that provides energy management solutions to the commercial property and data centre market. Steve is also chairman of Get Smarter Energy Limited an energy procurement business.
*independent of the Investment Managers
The directors present their Annual Report and Accounts for the year ended 29 February 2016.
| Appointed | |
|---|---|
| Michael O'Higgins (Chairman) |
22 February 2010 |
| Kate Cornish-Bowden | 10 February 2011 |
| John Glencross | 10 February 2010 |
| Steve Meeks | 10 February 2010 |
Biographical notes of the Directors are given on page 20.
Under the Listing Rules, John Glencross is subject to annual re-election due to his connection to Calculus Capital Limited, and will therefore be standing for re-election at the Annual General Meeting.
Formal performance evaluation of the Directors and the Board has been carried out and the Board considers that all of the Directors contribute effectively and have the skills and experience relevant to the future leadership and direction of the Company.
The Board accordingly recommends that John Glencross be re-elected as a Director at the Annual General Meeting.
John Glencross is Chief Executive and a director of Calculus Capital Limited and is deemed to have an interest in the Calculus Management Agreements and the Performance Incentive Agreement.
None of the other Directors or any persons connected with them had a material interest in the Company's transactions, arrangements nor agreements during the year.
The rules concerning the appointment and replacement of Directors are contained in the Company's Articles of Association.
The Board is accountable to shareholders for the governance of the Company's affairs and is committed to maintaining high standards of corporate governance and to the principles of good governance as set out in the UK Corporate Governance Code (the "Code") issued by the Financial Reporting Council ("FRC") in September 2014, a copy of which can be found at www.frc.org.uk.
Pursuant to the Listing Rules of the Financial Conduct Authority, the Company is required to provide shareholders with a statement on how the main and supporting principles set out in the Code have been applied and whether the Company has complied with the provisions of the Code. The Board has established corporate governance arrangements that it believes are appropriate to the business of the Company as a venture capital trust. The Board has reviewed the Code, and considers that it has complied throughout the period, except as disclosed below:
A full statement on Corporate Governance and the Company's compliance with the UK Corporate Governance Code can be found at
http://www.calculuscapital.com/cms/media/Investec_ RA2015_Corporate-Governance-Secured-for-Website-pp. pdf
A report from the Audit Committee can be found on page 25.
Details of the C share dividend recommended by the Board are set out in the Strategic Report on page 2 of the Accounts.
A report on directors' remuneration is set out on pages 26 to 29 of the Accounts.
Directors' and officers' liability insurance cover is provided at the expense of the Company.
The capital structure of the company is set out in note 12 of the Accounts. At the year end, no shares were held in Treasury. No shares were issued or bought back during the year. As mentioned in the Strategic Report, the Company issued 1,812,084 D shares after the year end.
As at 29 February 2016, the Company had been advised of the following notifiable interests in the voting rights of the Company:
| Ordinary Shares |
% of Total Voting Rights |
|
|---|---|---|
| Michael O'Higgins | 205,500 | 3.08 |
Since the 29th February 2016, Michael O'Higgins has subscribed to 49,750 D shares and now has 3.01% voting rights in the Company.
Calculus Capital Limited is the Venture Capital Investments' portfolio manager (VCT Qualifying Investments). Calculus Capital Limited was appointed as Investment Manager pursuant to an agreement dated 2 March 2010, a supplemental agreement was entered into on 7 January 2011 in relation to the management of the C Share Fund and a further supplemental agreement entered into on 26 October 2015 in relation to the management of the D share fund and covers the addition of company secretarial duties (together, the "Calculus Management Agreements"). Pursuant to the Calculus Management Agreements, Calculus Capital Limited has agreed to meet the annual expenses of the Company in excess of 3.0 per cent of the aggregate gross amounts raised under the Ordinary share and C share offers, and 3.4 per cent of the aggregate gross amounts raised on the D share offer, all from 14 December 2015.
Pursuant to the Calculus Management Agreements, Calculus Capital Limited will receive an annual management fee of 1 per cent of the net asset value of the Ordinary Share Fund and C Share Fund, and 1.75 per cent of the net asset value of the D Share Fund, calculated and payable quarterly in arrears.
Calculus Capital Limited is also entitled to a fee of £15,000 per annum with effect from 1 February 2016 for the provision of company secretarial services.
For the year to 29 February 2016, Calculus Capital Limited waived £10,521 of its fees (2015: nil).
Investec Structured Products was appointed as Investment Manager pursuant to an agreement dated 2 March 2010, and a supplemental agreement was entered into on 7 January 2011 in relation to the management of the C Share Fund (together, the "Investec Management Agreements"). Investec Structured Products does not receive a fee in relation to its appointment under these agreements, although it is entitled to receive a one off commission equal to 0.75 per cent of the amount invested in any Structured Product (excluding those issued by Investec). Pursuant to the Investec Management Agreements, Investec Structured Products had agreed to meet the annual expenses of the Company in excess of 3.0 per cent of the aggregate gross amounts raised under the ordinary share and C share offers until the interim return date of 14 December 2015.
Investec Structured Products' appointment as Investment Manager shall terminate in March 2017 on maturity of the final Structured Product in the C share portfolio.
A Performance Incentive Agreement between the Company, Calculus Capital Limited and Investec Structured Products dated 2 March 2010 in relation to the Ordinary Share Fund has been signed. Investec Structured Products and Calculus Capital Limited will each receive a performance incentive fee payable in cash of an amount equal to 10 per cent of dividends and distributions paid to ordinary shareholders following the payment of such dividends and distributions provided that shareholders have received in aggregate distributions of at least 105p per ordinary share (including the relevant distribution being offered).
A Performance Incentive Agreement between the Company, Calculus Capital Limited and Investec Structured Products dated 7 January 2011 in relation to the C Share Fund has also been signed pursuant to which Investec Structured Products and Calculus Capital Limited will be entitled to performance incentive fees as set out below:
provided in each case that C shareholders have received or been offered the C Share Interim Return of at least 70p per C share on or before 14 March 2017 and at least a further 45p per C share having being received or offered for payment on or before the 14 March 2019. In addition, performance incentive fees in respect of the C Share Fund will only be payable in respect of dividends and distributions paid or offered on or before 14 March 2019.
The Board keeps the performance of the Investment Managers under continual review. A formal review of their performance and the terms of their engagement has been carried out and the Board are of the opinion that the continuing appointment of Calculus Capital Limited and Investec Structured Products as Investment Managers is in the interests of shareholders as a whole. The Board is satisfied with the performance of the Company to date. Performance of the Structured Products portfolio is very satisfactory, exceeding initial expectations, and the principal benefits of the Qualifying Investments will accrue in later years. The Board is confident that the VCT qualifying tests will continue to be met.
The principal financial risks and the Company's policies for managing these risks are set out in note 16 to the Accounts.
In assessing the going concern basis of accounting, the directors have had regard to the guidance issued by the Financial Reporting Council. After making enquiries, and having reviewed the portfolio, balance sheet and projected income and expenditure for the next twelve months, the directors have a reasonable expectation that the Company has adequate resources to continue in operation for the foreseeable future. The Directors have therefore adopted the going concern basis in preparing the Accounts.
In assessing the long term viability of the company, the directors have had regard to the guidance issued by the Financial Reporting Council. The Directors have assessed the prospects of the Company for a period of three years, which was selected because the Company's strategic review covers a three-year period. The Board's three-year strategic review considers the Company's income and expenses, dividend policy, liquid investments and ability to make realisations of qualifying investments. These projections are subject to sensitivity analysis which involves flexing a number of the main assumptions underlying the forecast both individually and in unison. Where appropriate, this analysis is carried out to evaluate the potential impact of the Company's principal risks actually occurring. Based on the results of this analysis, the directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the three-year period of their assessment. The principal assumptions used are as follows: i) Calculus Capital Limited pays any expenses in excess of 3.0 per cent of the aggregate gross amounts raised under the Ordinary and C share offers and 3.4 per cent of the aggregate gross amounts raised on the D share offer, all from 14 December 2015, as set out on page 22 of the Accounts; ii) the level of dividends paid are at the discretion of the Board; iii) the Company's liquid investments which include cash, money market instruments and quoted shares can be realised as permitted by the Company's investment policy; iv) the illiquid nature of the qualifying portfolio. Based on the results of this analysis, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due.
In making this statement the Board carried out a robust assessment of the principal risks facing the Company including those that might threaten its business model, future performance, solvency or liquidity.
The Company has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emission-producing sources under the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.
A formal Notice convening the sixth Annual General Meeting of the Company to be held on 26 July 2016 2016 can be found on pages 67 to 69. The ordinary business of the meeting has been outlined in the formal notice.
Resolutions 8 to 10 will be proposed as special resolutions.
Resolution 8 will sanction in a limited manner the disapplication of pre-emption rights in respect of the allotment of equity securities for cash pursuant to the authority conferred by resolution 7. This authority will expire at the conclusion of the Annual General Meeting to be held in 2017.
Resolution 9 will give the Company authority to make market purchases of up to 710,295 ordinary shares, 271,631 D shares and 289,471 C shares, representing approximately 14.99 per cent of each of the respective issued share classes in the Company at the date of the Annual General Meeting, such authority to expire at the conclusion of the Annual General Meeting to be held in 2017.
Any shares bought back by the Company will be at a price determined by the Board, but the minimum price will be 1p per share and the maximum price will be in accordance with the Listing Rules and the Buyback and Stabilisation Regulation 2003. Shares bought back will be cancelled or placed into treasury at the discretion of the Directors. The authority to buy back shares will only be used if it is in the interests of all shareholders and shares will only be bought back at a discount to the prevailing net asset value for that class of share. No shares have been bought back under the existing authorities.
Resolution 10 will give the Directors the ability to convene general meetings, other than annual general meetings, on a minimum of 14 clear days' notice. The minimum notice period for annual general meetings will remain at 21 clear days. The approval will be effective until the Company's Annual General Meeting to be held in 2017, at which it is intended that renewal will be sought.
The Directors consider that all the resolutions to be proposed at the Meetings are in the best interests of the Company and its members as a whole. The Directors unanimously recommend that shareholders vote in favour of all the resolutions, as they intend to do in respect of their own beneficial holdings details of which are set out on page 27.
Since the year end 1,812,084 D shares have been allotted.
Other than as mentioned above, there have been no developments since the year end.
The Directors who held office at the date of approval of the Directors' Report confirm that, so far as they are aware,
By order of the Board Calculus Capital Limited Company Secretary 20 June 2016
The main responsibilities of the Audit Committee ("the Committee") include monitoring the integrity of the accounts of the Company and reviewing the Company's internal control and risk management systems. The Committee also monitors the independence and objectivity of the external Auditor, reviews the scope and process of the audit undertaken by the external Auditor, and reviews the provision of non-audit services by the external Auditor.
The Committee consists of the three independent Directors and is chaired by Kate Cornish-Bowden. All members are considered to have recent and relevant financial experience. The non-independent Director is also invited to attend the Audit Committee meetings as he is intimately involved in the Company's affairs and has specific knowledge of the investments made by Calculus Capital Limited on the Company's behalf.
The Company does not have an internal audit function as most of its day-to-day operations are delegated to third parties, all of whom have their own internal control procedures. The Committee discusses annually whether it would be appropriate to establish an internal audit function, and has agreed that the existing system of monitoring and reporting by third parties remains appropriate and sufficient.
The Committee met twice during the financial year to consider accounts, review the internal control systems and review the Audit Plan and fees of the external Auditor. The appointed investment manager, Calculus Capital Limited, provided the Committee with quarterly cash flow models detailing the timing of Structured Product sales and Venture Capital Investments.
The Committee worked closely with the investment manager to ensure VCT qualifying status was maintained. Following the early redemptions, the transition of the investments in the Company from a portfolio of primarily quoted Structured Products into a portfolio of primarily unquoted Venture Capital Investments is almost complete, with only one Structured Product remaining in the C share portfolio. By the end of the financial year, over 92 per cent of the Company was invested in a diversified portfolio of Venture Capital Investments.
In preparing the financial statements, the Committee and the Board review the valuation of the venture capital portfolio, the Structured Products portfolio and income recognition investments.
As the venture capital portfolio is primarily invested in unlisted securities, accurate valuation requires the skill, knowledge and judgement of Calculus Capital Limited, who applies industry recognised methods of valuation. Following extensive discussions which took into account the current operating performance and environment of the investee companies, the capital structure and the respective financial position of each company, the Committee is confident that either appropriate discounted cash flow valuations or valid comparative valuations have been applied to the unquoted holdings within the Company. The Investment Manager and the Board consider that the investment valuations are consistent and appropriate.
The Committee considered the changes to the Accounts required by the adoption of FRS 102. The Committee also considered the new Corporate Governance requirement for a long term viability statement. The length of time which the statement should cover was discussed and a period of three years was selected reflecting the Board's strategic time horizon. The Committee debated the assumptions underlying the forecasts and reviewed the impact of the sensitivity analysis.
The Committee reviewed the Audit Plan and fees presented by Grant Thornton UK LLP. Grant Thornton has charged £20,875 for the audit fee (2015: £19,875). The increase in fee from 2015 is due to additional work to review compliance with new regulations. The proposed non-audit fee includes £4,500 (2015: £4,250) for tax services and £1,500 (2015: £1,500) for the presentation of the accounts in iXBRL, computer readable format. Grant Thornton were first appointed as Auditor to the Company in 2010. No tender for the audit of the Company has been undertaken since this date. As part of its review of the continuing appointment of the Auditor, the Committee considers the length of tenure of the audit firm, its fees and independence, along with any matters raised during each audit. The Committee has discussed Grant Thornton's objectivity and their experience in the VCT industry, and recommended their continued appointment as external Auditor to the Company.
Kate Cornish-Bowden Chairman of the Audit Committee 20 June 2016
The Board has prepared this report in accordance with the requirements of the Large and Medium Sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013. An Ordinary resolution for the approval of this report will be put to shareholders at the forthcoming Annual General Meeting.
The law requires the Company's Auditor, Grant Thornton UK LLP, to audit certain disclosures provided. Where disclosures have been audited, they are indicated as such. The Auditor's opinion is included in the "Independent Auditor's Report" on pages 31 to 34.
I am pleased to present the Directors' Remuneration Report for the year ended 29 February 2016.
The Board consists entirely of non-executive Directors and the Company has no employees. We have not, therefore, reported on those aspects of remuneration that relate to executive Directors. Due to the size and nature of the Board, it is not considered appropriate for the Company to establish a separate remuneration committee, and the remuneration of the Directors is therefore dealt with by the Board as a whole.
During the year ended 29 February 2016, the fees were set at the rate of £20,000 per annum for the Chairman and £15,000 per annum for other Directors. There have been no changes relating to Directors' remuneration made during the year. There has been no increase in Directors' fees since the launch of the Company in 2010.
The graph below compares the total return (assuming all dividends are reinvested) to holders of ordinary shares since 8 April 2010 and to holders of C shares since 5 April 2011 (when the ordinary shares and C shares respectively were first admitted to the Official List of The UK Listing Authority) compared to the total shareholder return in the FTSE 100 Index, which is the closest broad index against which to measure the Company's performance.
The Directors who served in the year received the following emoluments in the form of fees:
| Director | Year to 29 February 2016 £'000 |
Year to 28 February 2015 £'000 |
|---|---|---|
| Michael O'Higgins Kate Cornish-Bowden |
20 15 |
20 15 |
| John Glencross | – | – |
| Steve Meeks | 15 | 15 |
| 50 | 50 |
John Glencross is not entitled to any remuneration from the Company due to his connection with Calculus Capital Limited.
The directors who served during the year received no taxable benefits during the year.
The directors who served during the year received no variable pay relating to the performance of the Company during the year.
The directors who served during the year received no pension benefits during the year.
There is no requirement under the Company's Articles of Association for Directors to hold shares in the Company. The interests of the Directors and any connected persons in the ordinary and C shares of the Company are set out below:
| Director | Number of Ordinary Shares held at 29 February 2016 |
Number of Ordinary Shares held at 28 February 2015 |
Number of C Shares held at 29 February 2016 |
Number of C Shares held at 28 February 2015 |
|---|---|---|---|---|
| Michael O'Higgins | 205,500 | 205,500 | – | – |
| Kate Cornish-Bowden | – | – | 10,000 | 10,000 |
| John Glencross | 25,000 | 25,000 | – | – |
| Steven Meeks | 20,550 | 20,550 | – | – |
No Director has been granted options to acquire shares in the Company.
Since 29 February 2016, Michael O'Higgins has subscribed for 49,750 D shares and John Glencross has subscribed for 9,700 D shares. These shares were allotted on 8 March 2016. Kate Cornish-Bowden and Steve Meeks subscribed for 24,375 and 4,875 D shares respectively. These shares were allotted on 3 May 2016.
| 2016 £'000 |
2015 £'000 |
Change | |
|---|---|---|---|
| Dividends paid to ordinary shareholders in the year | 1,282 | 1,291 | (0.7)% |
| Dividends paid to C shareholders in the year | 87 | 87 | – |
| Total remuneration paid to Directors | 50 | 50 | – |
The Directors' Remuneration Report for the year ended 28 February 2015 was approved by shareholders at the Annual General Meeting held on 21 July 2015. The votes cast by proxy were as follows:
| Directors' Remuneration Report | Number of Votes | % of Votes Cast |
|---|---|---|
| For | 66,114 | 93 |
| Against | 5,100 | 7 |
| At Chairman's discretion | Nil | Nil |
| Total votes cast | 71,214 | 100 |
| Number of votes withheld | Nil | Nil |
The Board's policy is that remuneration of non-executive Directors should reflect the experience of the Board as a whole and is determined with reference to comparable organisations and appointments. The level of remuneration has been set in order to attract individuals of a calibre appropriate to the future development of the Company and to reflect the specific circumstances of the Company, the duties and responsibilities of the Directors and the value and amount of time committed to the Company's affairs. There are no performance conditions attaching to the remuneration of the Directors as the Board does not believe that this is appropriate for non-executive Directors.
The fees for the non-executive Directors are determined by the Board within the limit (not to exceed £100,000 per year in aggregate) set out in the Company's Articles of Association, and they are not eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits. The approval of shareholders would be required to increase the limits set out in the Articles of Association.
| Expected Fees for Year to 28 February 2017 £ |
Fees for Year to 29 February 2016 £ |
|
|---|---|---|
| Chairman basic fee Non-executive Director basic fee |
20,000 15,000 |
20,000 15,000 |
| Total aggregate annual fees that can be paid |
100,000 | 100,000 |
Fees for any new Director appointed will be on the above basis. Fees payable in respect of subsequent periods will be determined following an annual review. Any views expressed by shareholders on the fees being paid to Directors would be taken into consideration by the Board.
In accordance with the regulations, an ordinary resolution to approve the Directors' remuneration policy will be put to shareholders at least once every three years and in any year if there is to be a change in the Directors' remuneration policy. The Directors' remuneration policy will be next put to shareholders in 2017.
It is the Board's policy that Directors do not have service contracts, but Directors are provided with a letter of appointment as a non-executive Director.
The terms of their appointment provide that Directors shall retire and be subject to election at the first Annual General Meeting after their appointment. Directors are thereafter obliged to retire by rotation, and to stand for re-election by shareholders at least every three years after that. Directors who have served on the Board for more than nine years must offer themselves for re-election on an annual basis. The terms also provide that a Director may be removed on not less than three months written notice. Compensation will not be made upon early termination of appointment.
The Directors' Remuneration Report was approved by the Board on 20 June 2016.
On behalf of the Board Michael O'Higgins Chairman
The Directors are responsible for preparing the Annual Report and the Accounts in accordance with applicable law and regulations.
Company law requires the Directors to prepare Accounts for each financial year. Under that law they have elected to prepare the Accounts in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable laws). Under company law the Directors must not approve the Accounts unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Company for that period.
In preparing these Accounts, the Directors are required to:
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Accounts comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that comply with that law and those regulations, and for ensuring that the Annual Report includes information required by the Listing Rules of the Financial Conduct Authority.
The Accounts are published on the www.calculuscapital.com website, which is a website maintained by one of the Company's investment managers, Calculus Capital Limited. The maintenance and integrity of the website maintained by Calculus Capital Limited is, so far as it relates to the Company, the responsibility of Calculus Capital Limited. The work carried out by the Auditor does not involve consideration of the maintenance and integrity of this website and accordingly, the Auditor accepts no responsibility for any changes that have occurred to the Accounts since they were initially presented on the website. Visitors to the website need to be aware that legislation in the United Kingdom covering the preparation and dissemination of the Accounts may differ from legislation in their jurisdiction.
We confirm that to the best of our knowledge:
On behalf of the Board
Michael O'Higgins Chairman 20 June 2016
In our opinion the financial statements:
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Calculus VCT plc's financial statements for the year ended 29 February 2016 comprise the income statement, the statement of changes in equity, the statement of financial position, the statement of cash flows and the related notes.
The financial reporting framework that has been applied in their preparation is United Kingdom Generally Accepted Accounting Practice including FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of lreland'.
In arriving at our opinions set out in this report, we highlight the following risks that, in our judgement, had the greatest effect on our audit:
| Audit risk | How we responded to the risk |
|---|---|
| Valuation of qualifying investments The Company's business is investing in financial assets with a view to generating long term capital growth and tax free dividends for investors. The Company's investment policy is to invest approximately 75 per cent of the Company's funds in a diversified portfolio of holdings in qualifying investments whether unquoted or traded on the Alternative Investment Market (AIM). Accordingly, the investment portfolio is a significant material item in the financial statements. The recognition and measurement of the unquoted financial assets in the investment portfolio includes significant assumptions and judgements and is therefore a risk that requires particular audit attention. |
Our audit work included, but was not restricted to: • considering whether the investments were valued in accordance with the International Private Equity and Venture Capital (IPEVC) guidelines and discussing the valuations of the investee companies with the Investment Manager, including a discussion of the investee companies' management accounts and board packs, and determining whether the valuations were consistent with that data; • assessing whether the accounting policy for valuing investments is in accordance with the relevant reporting standard; • obtaining the valuation workbook prepared by the Investment Manager, reviewing the methodology and calculation for each investment; • holding meetings with the Investment Manager to discuss the assumptions made and performed sensitivity analysis on these assumptions; • comparing the publically available data obtained on the comparator companies to the discount rates, forecasts and other assumptions made by the Investment Manager in the valuations of the investee companies. The company's accounting policy on investment is shown in note 2 and related disclosures are included in note 8. The Audit Committee identified valuation of the venture capital portfolio as a significant matter in its report on page 25, where the Committee also described the action that it has taken to address this issue. |
| Valuation of structured products The Company's investment policy is to invest approximately 25 per cent of the Company's funds in a portfolio of listed investments and structured products. Accordingly, the structured products portfolio is a significant material item in the financial statements. The recognition and measurement of the structured products in the investment portfolio includes significant assumptions and judgements and is therefore a risk that requires particular audit attention. |
Our audit work included, but was not restricted to; • considering the valuation accepted by the investment manager • using our internal actuarial experts to independently recalculate the fair values of the structured product using their own assumptions and compare these to the values accepted by the client; and • obtaining independent confirmation of the holdings in the structured product from the issuance bank. The company's accounting policy on investments is shown in note 2 and related disclosures are included in note 8 . The Audit Committee identified valuation of structured products as a significant matter in its report on page 25, where the Committee also described the action that it has taken to address this issue. |
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality in determining the nature, timing and extent of our work and in evaluating the results of that work.
We determined materiality for the audit of the financial statements as a whole to be £30,000 which is 1% of net assets. This benchmark is considered the most appropriate as, in our view, it is a key driver of the Company's performance.
Materiality for the current year is lower than the level that we determined for the year ended 28 February 2015 to reflect the decrease in the net asset value of the Company.
We use a different level of materiality, performance materiality, to drive the extent of our testing and this was set at 75% of financial statement materiality for the audit of the Company financial statements. We also determine a lower level of specific materiality for certain areas such as the revenue column of the income statement, Directors' remuneration and related party transactions.
We determined the threshold at which we will communicate misstatements to the audit committee to be £1,000 In addition we will communicate misstatements below that threshold that, in our view, warrant reporting on qualitative grounds.
A description of the generic scope of an audit of financial statements is provided on the Financial Reporting Council's website at www.frc.org.uk/auditscopeukprivate.
We conducted our audit in accordance with International Standards on Auditing (ISAs) (UK and Ireland). Our responsibilities under those standards are further described in the 'Responsibilities for the financial statements and the audit' section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the company in accordance with the Auditing Practices Board's Ethical Standards for Auditors, and we have fulfilled our other ethical responsibilities in accordance with those Ethical Standards.
Our audit approach was based on a thorough understanding of the company's business and is risk based. The day-to-day management of the Company's investment portfolio, the custody of its investments and the maintenance of the Company's accounting records is outsourced to third-party service providers.
Accordingly, our audit work included:
Our opinion on other matters prescribed by the Companies Act 2006 is unmodified, In our opinion:
We also confirm that we do not have anything material to add or to draw attention to in relation to:
As explained more fully in the Directors' Responsibilities Statement set out on page 30, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.
Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and ISAs (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
Christopher Smith Senior Statutory Auditor for and on behalf of Grant Thornton UK LLP Statutory Auditor, Chartered Accountants London
20 June 2016
| Year Ended 29 February 2016 | Year Ended 28 February 2015 | ||||||
|---|---|---|---|---|---|---|---|
| Note | Revenue Return £'000 |
Capital Return £'000 |
Total £'000 |
Revenue Return £'000 |
Capital Return £'000 |
Total £'000 |
|
| Ordinary Share Fund | |||||||
| Losses on investments at fair value Gain on disposal of |
9 | – | (572) | (572) | – | (443) | (443) |
| investments Income Investment management fee |
9 3 4 |
– 54 (7) |
283 – (22) |
283 54 (29) |
– 64 (10) |
459 – (32) |
459 64 (42) |
| Other expenses Deficit on ordinary activities before taxation |
5 | (120) (73) |
– (311) |
(120) (384) |
(111) (57) |
– (16) |
(111) (73) |
| Taxation on ordinary activities | 6 | – | – | – | – | – | – |
| Deficit attributable to Ordinary shareholders |
(73) | (311) | (384) | (57) | (16) | (73) | |
| Deficit per Ordinary share | 8 | (1.5)p | (6.6)p | (8.1)p | (1.2)p | (0.3)p | (1.5)p |
| C Share Fund | |||||||
| (Losses)/gains on investments at fair value Loss on disposal of |
9 | – | (87) | (87) | – | 98 | 98 |
| investments Investment income Investment management fee Other expenses |
9 3 4 5 |
– 22 (4) (45) |
(35) – (12) – |
(35) 22 (16) (45) |
– 25 (4) (44) |
(1) – (13) – |
(1) 25 (17) (44) |
| Deficit on ordinary activities before taxation |
(27) | (134) | (161) | (23) | 84 | 61 | |
| Taxation on ordinary activities | 6 | – | – | – | – | – | – |
| (Deficit)/return attributable to C shareholders |
(27) | (134) | (161) | (23) | 84 | 61 | |
| (Deficit)/return per C share | 8 | (1.4)p | (6.9)p | (8.3)p | (1.2)p | 4.3p | 3.1p |
| Year Ended 29 February 2016 | Year Ended 28 February 2015 | ||||||
|---|---|---|---|---|---|---|---|
| Note | Revenue Return £'000 |
Capital Return £'000 |
Total £'000 |
Revenue Return £'000 |
Capital Return £'000 |
Total £'000 |
|
| Total | |||||||
| Losses on investments at fair value Gain on disposal of |
9 | – | (659) | (659) | – | (345) | (345) |
| investments | 9 | – | 248 | 248 | – | 458 | 458 |
| Investment income | 3 | 76 | – | 76 | 89 | – | 89 |
| Investment management fee | 4 | (11) | (34) | (45) | (14) | (45) | (59) |
| Other expenses | 5 | (165) | – | (165) | (155) | – | (155) |
| (Deficit)/return on ordinary activities before taxation |
(100) | (445) | (545) | (80) | 68 | (12) | |
| Taxation on ordinary activities | 6 | – | – | – | – | – | – |
| (Deficit)/return attributable to shareholders |
(100) | (445) | (545) | (80) | 68 | (12) | |
| Deficit per Ordinary share | 8 | (1.5)p | (6.6)p | (8.1)p | (1.2)p | (0.3)p | (1.5)p |
| (Deficit)/return per C share | 8 | (1.4)p | (6.9)p | (8.3)p | (1.2)p | 4.3p | 3.1p |
The total column of these statements on the previous page represents the Income Statement of the Ordinary share fund and C Share Fund. The total column of this statement represents the Company's Income Statement.
The revenue and capital return columns are both prepared in accordance with the AIC SORP.
All items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year.
There is no other comprehensive income as there were no other gains or losses other than those passing through the Income Statement.
The notes of pages 44 to 66 form an integral part of these Accounts.
| Capital | Capital | |||||
|---|---|---|---|---|---|---|
| Share Capital |
Special Reserve |
Reserve Realised |
Reserve Unrealised |
Revenue Reserve |
Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Ordinary Share Fund | ||||||
| For the year ended 29 February 2016 | ||||||
| 1 March 2015 Investment holding losses |
47 – |
2,438 – |
700 – |
293 (572) |
(330) – |
3,148 (572) |
| Gain on disposal of investments | – | – | 283 | – | – | 283 |
| Management fee allocated to capital Change in accrual in IFA Commission |
– – |
– 4 |
(22) – |
– – |
– – |
(22) 4 |
| Revenue return on ordinary activities after tax | – | – | – | – | (73) | (73) |
| Dividends paid | – | (1,282) | – | – | – | (1,282) |
| 29 February 2016 | 47 | 1,160 | 961 | (279) | (403) | 1,486 |
| For the year ended 28 February 2015 | ||||||
| 1 March 2014 | 47 | 3,729 | 273 | 736 | (273) | 4,512 |
| Investment holding losses | – | – | – | (443) | – | (443) |
| Gain on disposal of investments Management fee allocated to capital |
– – |
– – |
459 (32) |
– – |
– – |
459 (32) |
| Revenue return on ordinary activities after tax | – | – | – | – | (57) | (57) |
| Dividends paid | – | (1,291) | – | – | – | (1,291) |
| 28 February 2015 | 47 | 2,438 | 700 | 293 | (330) | 3,148 |
| C Share Fund | ||||||
| For the year ended 29 February 2016 | ||||||
| 1 March 2015 Investment holding losses |
19 – |
1,541 – |
72 – |
235 (87) |
(128) – |
1,739 (87) |
| Loss on disposal of investments | – | – | (35) | – | – | (35) |
| Management fee allocated to capital | – | – | (12) | – | – | (12) |
| Change in accrual in IFA Commission Revenue return on ordinary activities after tax |
– – |
1 – |
– – |
– – |
– (27) |
1 (27) |
| Dividends paid | – | (87) | – | – | – | (87) |
| 29 February 2016 | 19 | 1,455 | 25 | 148 | (155) | 1,492 |
| For the year ended 28 February 2015 1 March 2014 |
19 | 1,628 | 86 | 137 | (105) | 1,765 |
| Investment holding gains | – | – | – | 98 | – | 98 |
| Loss on disposal of investments | – | – | (1) | – | – | (1) |
| Management fee allocated to capital Revenue return on ordinary activities after tax |
– – |
– – |
(13) – |
– – |
– (23) |
(13) (23) |
| Dividends paid | – | (87) | – | – | – | (87) |
| 28 February 2015 | 19 | 1,541 | 72 | 235 | (128) | 1,739 |
| Share Capital £'000 |
Special Reserve £'000 |
Capital Reserve Realised £'000 |
Capital Reserve Unrealised £'000 |
Revenue Reserve £'000 |
Total £'000 |
|
|---|---|---|---|---|---|---|
| Total | ||||||
| For the year ended 29 February 2016 1 March 2015 Investment holding losses Gain on disposal of investments Management fee allocated to capital Change in accrual in IFA Commission Revenue return on ordinary activities after tax Dividends paid |
66 – – – – – – |
3,979 – – – 5 – (1,369) |
772 – 248 (34) – – – |
528 (659) – – – – – |
(458) – – – – (100) – |
4,887 (659) 248 (34) 5 (100) (1,369) |
| 29 February 2016 | 66 | 2,615 | 986 | (131) | (558) | 2,978 |
| For the year ended 28 February 2015 1 March 2014 Investment holding losses Gain on disposal of investments Management fee allocated to capital Revenue return on ordinary activities after tax Dividends paid |
66 – – – – – |
5,357 – – – – (1,378) |
359 – 458 (45) – – |
873 (345) – – – – |
(378) – – – (80) – |
6,277 (345) 458 (45) (80) (1,378) |
| 28 February 2015 | 66 | 3,979 | 772 | 528 | (458) | 4,887 |
The notes on pages 44 to 66 an integral part of these Accounts.
| Note | 29 February 2016 £'000 |
28 February 2015 £'000 |
|
|---|---|---|---|
| Ordinary Shares | |||
| Fixed assets Investments at fair value through profit and loss |
9 | 1,492 | 3,061 |
| Current assets Debtors Cash at bank and on deposit |
10 | 37 6 |
62 107 |
| Creditors: amount falling due within one year Creditors |
11 | (49) | (82) |
| Net current (liabilities)/assets | (6) | 87 | |
| Non-current liabilities IFA trail commission |
– | – | |
| Net assets | 1,486 | 3,148 | |
| Capital and reserves Called-up share capital Special reserve Capital reserve – realised Capital reserve – unrealised Revenue reserve Equity shareholders' funds |
12 | 47 1,160 961 (279) (403) 1,486 |
47 2,438 700 293 (330) 3,148 |
| Net asset value per ordinary share – basic | 13 | 31.4p | 66.4p |
| Note | 29 February 2016 £'000 |
28 February 2015 £'000 |
|
|---|---|---|---|
| C Shares | |||
| Fixed assets Investments at fair value through profit and loss |
9 | 1,437 | 1,649 |
| Current assets Debtors Cash at bank and on deposit |
10 | 48 43 |
26 103 |
| Creditors: amount falling due within one year Creditors |
11 | (36) | (36) |
| Net current assets | 55 | 93 | |
| Non-current liabilities IFA trail commission |
– | (3) | |
| Net assets | 1,492 | 1,739 | |
| Capital and reserves Called-up share capital Special reserve Capital reserve – realised Capital reserve – unrealised Revenue reserve Equity shareholders' funds |
12 | 19 1,455 25 148 (155) 1,492 |
19 1,541 72 235 (128) 1,739 |
| Net asset value per C share – basic | 13 | 77.3p | 90.1p |
| Note | 29 February 2016 £'000 |
28 February 2015 £'000 |
|
|---|---|---|---|
| Total | |||
| Fixed assets Investments at fair value through profit and loss |
9 | 2,929 | 4,710 |
| Current assets Debtors Cash at bank and on deposit |
10 | 85 49 |
88 210 |
| Creditors: amount falling due within one year Creditors |
11 | (85) | (118) |
| Net current assets | 49 | 180 | |
| Non-current liabilities IFA trail commission |
– | (3) | |
| Net assets | 2,978 | 4,887 | |
| Capital and reserves Called-up share capital Special reserve Capital reserve – realised Capital reserve – unrealised Revenue reserve |
12 | 66 2,615 986 (131) (558) |
66 3,979 772 528 (458) |
| Equity shareholders' funds | 2,978 | 4,887 | |
| Net asset value per ordinary share – basic | 13 | 31.4p | 66.4p |
| Net asset value per C share – basic | 13 | 77.3p | 90.1p |
The notes on pages 44 to 66 form an integral part of these Accounts.
The financial statements on pages 35 to 66 were approved by the Board of directors of Calculus VCT plc and were authorised for issue on 20 June 2016 and were signed on its behalf by:
Michael O'Higgins Chairman
Registered No. 07142153 England & Wales
| Ordinary Fund | C Share Fund | |||
|---|---|---|---|---|
| Note | Year Ended 29 February 2016 £'000 |
Year Ended 28 February 2015 £'000 |
Year Ended 29 February 2016 £'000 |
Year Ended 28 February 2015 £'000 |
| Cash flows from operating activities Investment income received Investment management fees Other cash payments |
54 (41) (112) |
70 (79) (99) |
21 (21) (63) |
27 (22) (40) |
| Net cash flow from operating activities 14 |
(99) | (108) | (63) | (35) |
| Cash flow from investing activities Purchase of investments Sale of investments |
– 1,280 |
(3) 1,531 |
– 90 |
– 95 |
| Net cash flow from investing activities | 1,280 | 1,528 | 90 | 95 |
| Cash flow from financing activities Equity dividend paid |
(1,282) | (1,291) | (87) | (87) |
| Net cash flow from financing activities | (1,282) | (1,291) | (87) | (87) |
| (Decrease)/increase in cash and cash equivalents |
(101) | 129 | (60) | (27) |
| Analysis of changes in cash and cash equivalents |
||||
| Cash and cash equivalents at the beginning of year Net cash (decrease)/increase Cash and cash equivalents at the year end |
107 (101) 6 |
(22) 129 107 |
103 (60) 43 |
130 (27) 103 |
| Total | |||
|---|---|---|---|
| Note | Year Ended 29 February 2016 £'000 |
Year Ended 28 February 2015 £'000 |
|
| Cash flows from operating activities Investment income received Investment management fees Other cash payments |
75 (62) (175) |
97 (101) (139) |
|
| Cash flow from operating activities | 14 | (162) | (143) |
| Cash flow from investing activities Purchase of investments Sale of investments |
– 1,370 |
(3) 1,626 |
|
| Net cash flow from investing activities | 1,370 | 1,623 | |
| Cash flow from financing activities Equity dividend paid |
(1,369) | (1,378) | |
| Net cash flow from financing activities | (1,369) | (1,378) | |
| (Decrease)/increase in cash and cash equivalents | (161) | 102 | |
| Analysis of changes in cash and cash equivalents | |||
| Cash and cash equivalents at the beginning of year Net cash (decrease)/increase Cash and cash equivalents at the year end |
210 (161) 49 |
108 102 210 |
The notes on pages 44 to 66 form an integral part of these Accounts.
The Company is incorporated in England and Wales and operates under the Companies Act 2006 (the Act) and the regulations made under the Act as a public company limited by shares, with registered number 07142153. The registered office of the Company is 104 Park Street, London, W1K 6NF.
The financial statements have been prepared on a basis compliant with applicable United Kingdom accounting standards, including Financial Reporting Standard 102 - The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland ('FRS102') and with the Act. The financial statements have been prepared on the historical cost basis except for the modification to a fair value basis for certain financial Instruments as specified in the accounting policies below. The Directors have prepared the financial statements on a basis compliant with the recommendations of the Statement of Recommended Practice November 2014 ("the SORP") for Investment Trust Companies and Venture Capital Trusts produced by the Association of Investment Companies ("AIC").
This is the first year in which the financial statements have been prepared under FRS102. However there are no changes to any prior year balances.
The adoption of FRS 102 has introduced some presentational changes. The statement of cash flows now refers to cash or cash equivalents.
The financial statements are presented in Sterling (£).
Expenses are allocated between the Ordinary share fund and the C share fund on the basis of the ratio of the net asset value of the previous month unless the expense is attributable in full to one of the funds.
The Ordinary Share Fund and C Share Fund share bank accounts. Each funds' share of the bank accounts is based on actual receipts and payments. These cash flows are allocated according to the accounting policy for income and expenses respectively.
After reviewing the Company's forecasts and projections, the Directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial statements.
Preparations of the financial statements requires management to make significant judgements and estimates. The items in the financial statements where these judgements and estimates have been made are in the valuation of unquoted investments. The valuation methodologies used when valuing unquoted investments provide a range of possible values. Judgments are used to estimate where in the range the fair value lies. The sensitivity analysis in note 16 demonstrates the impact on the portfolio of applying alternative values in the upside and downside.
As at 29 February 2016 the value of unquoted investments included within the Company's investment portfolio was £1,491,739 (2015: £2,063,403) for the Ordinary portfolio and £787,981 (2015: £792,143) on the C share portfolio. These investments are valued in accordance with the accounting policy disclosed under note 9 investments.
The Company has adopted FRS 102 sections 11 and 12 for the recognition of financial instruments. The Company's business is investing in financial assets with a view to profiting from their total return in the form of increases in fair value. Fair value is the amount for which an asset can be exchanged between knowledgeable, willing parties in an arm's length transaction. The Company manages and evaluates the performance of these investments on a fair value basis in accordance with its investment strategy, and information about the investments is provided on this basis to the Board of directors.
Investments held at fair value through profit or loss are initially recognised at fair value, being the consideration given and excluding transaction or other dealing costs associated with the investment, which are expensed and included in the capital column of the Income Statement.
After initial recognition, investments, which are classified as at fair value through profit or loss, are measured at fair value. Gains or losses on investments classified as at fair value through profit or loss are recognised in the capital column of the Income Statement, and allocated to the capital reserve – unrealised or realised as appropriate.
Aggregate transaction and dealing costs included in disposals and additions are disclosed in note 9 to the financial statements, as recommended by the SORP. All purchases and sales of quoted investments are accounted for on the trade date basis. All purchases and sales of unquoted investments are accounted for on the date that the sale and purchase agreement becomes unconditional.
For quoted investments and money market instruments fair value is established by reference to bid, or last, market prices depending on the convention of the exchange on which the investment is quoted at the close of business on the balance sheet date.
Structured Products are valued by reference to the FTSE 100 Index, with mid prices for the Structured Products provided by the product issuers. An adjustment is made to these prices to take into account any bid/offer spreads prevalent in the market at each valuation date. These spreads are either determined by the issuer or recommended by the Structured Products Manager, Investec Structured Products (a trading name of Investec Bank plc).
Unquoted investments are valued using an appropriate valuation technique so as to establish what the transaction price would have been at the balance sheet date. Such investments are valued in accordance with the International Private Equity and Venture Capital ("IPEVC") guidelines. Primary indicators of fair value are derived from earnings or sales multiples, using discounted cash flows, recent arm's length market transactions by independent third parties, from net assets, or where appropriate, at price of recent investments.
Cash comprises cash on hand and demand deposits. Cash equivalents does not include liquidity fund investments as the Company does not consider the risk associated with changes in value to be insignificant.
Short term debtors are measured at transaction price, less any impairment.
Short term trade creditors are measured at the transaction price.
Dividends receivable on equity shares are recognised as revenue on the date on which the shares or units are marked as ex-dividend. Where no ex-dividend date is available, the revenue is recognised when the Company's right to receive it has been established.
Interest receivable from fixed income securities and premiums on loan stock investments and preference shares is recognised using the effective interest rate method. Interest receivable and redemption premiums are allocated to the revenue column of the Income Statement.
Interest receivable on bank deposits is included in the financial statements on an accruals basis. Provision is made against this income where recovery is doubtful.
Other income is credited to the revenue column of the Income Statement when the Company's right to receive the income is established.
All expenses are accounted for on an accruals basis. Expenses are charged to the Income Statement as follows:
Expenses are charged through revenue in the Income Statement except as follows:
Expenses incurred by the Company in excess of the agreed cap, currently 3 per cent of the gross amount raised from the offer for subscription of ordinary shares and C shares respectively for the 2009/2010, 2010/2011 and 2011/2012 tax years (excluding irrecoverable VAT, annual trail commission and performance incentive fees), could be clawed back from Investec Structured Products until 14 December 2015 and Calculus Capital Limited thereafter. Any clawback is treated as a credit against the expenses of the Company. Any future expenses incurred by the D shares above the cap of 3.4% of the gross amount raised for the D share fund can be clawed back from Calculus Capital Limited.
The realised capital return component of the return for the year is taken to the distributable capital reserves and the unrealised capital component of the return for the year is taken to the non-distributable capital reserves within the Statement of Changes in Equity.
The special reserve was created by the cancellation of the Ordinary share fund's share premium account on 20 October 2010. A further cancellation of the share premium account occurred on 23 November 2011 for both the Ordinary share fund and C share fund. The special reserve is a distributable reserve created to be used by the Company inter alia to write off losses, fund market purchases of its own ordinary and C shares, make distributions and/or for other corporate purposes.
The Company was formerly an investment company under section 833 of the Companies Act 2006. On 18 May 2011, investment company status was revoked by the Company. This was done in order to allow the Company to pay dividends to shareholders using the special reserve.
Deferred tax must be recognised in respect of all timing differences that have originated but not reversed at the reporting date where transactions or events that result in an obligation to pay more tax in the future have occurred at the reporting date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversals of the underlying timing differences can be deducted. Timing differences are differences between the Company's taxable profits and its results as stated in the financial statements.
Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis.
No taxation liability arises on gains from sales of fixed asset investments by the Company by virtue of its venture capital trust status. However, the net revenue (excluding UK dividend income) accruing to the Company is liable to corporation tax at the prevailing rates.
Any tax relief obtained in respect of management fees allocated to capital is reflected in the capital reserve – realised and a corresponding amount is charged against revenue. The relief is the amount by which corporation tax payable is reduced as a result of capital expenses.
Dividends to shareholders are accounted for in the period in which they are paid or approved in general meetings. Dividends payable to equity shareholders are recognised in the Statement of Changes in Equity when they are paid, or have been approved by shareholders in the case of a final dividend and become a liability of the Company.
Where shares are purchased for cancellation, the consideration paid, including any directly attributable incremental costs, is deducted from distributable reserves. As required by the Companies Act 2006, the equivalent of the nominal value of shares cancelled is transferred to capital redemption reserve.
| Year Ended 29 February 2016 £'000 |
Year Ended 28 February 2015 £'000 |
|
|---|---|---|
| Ordinary Share Fund | ||
| UK dividends | 2 | – |
| UK unfranked loan stock interest | 52 | 64 |
| 54 | 64 | |
| Total income comprises: | ||
| Interest | 52 | 64 |
| Dividends Other income |
2 – |
– – |
| 54 | 64 | |
| C Share Fund | ||
| UK dividends | 1 | – |
| UK unfranked loan stock interest | 21 | 25 |
| 22 | 25 | |
| Total income comprises: | ||
| Interest | 21 | 25 |
| Dividends | 1 | – |
| Other income | – | – |
| 22 | 25 |
| Year Ended 29 February 2016 £'000 |
Year Ended 28 February 2015 £'000 |
|
|---|---|---|
| Total | ||
| UK dividends UK unfranked loan stock interest |
3 73 |
– 89 |
| 76 | 89 | |
| Total income comprises: Interest Dividends Other income |
73 3 – |
89 – – |
| 76 | 89 |
All income arose in the United Kingdom.
The Board considered operating segments and considered there to be one, that of investing in financial assets.
| Year Ended 29 February 2016 | Year Ended 28 February 2015 | ||||||
|---|---|---|---|---|---|---|---|
| Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
||
| Ordinary Share Fund | |||||||
| Investment management fee | 7 | 22 | 29 | 10 | 32 | 42 | |
| C Share Fund | |||||||
| Investment management fee | 4 | 12 | 16 | 4 | 13 | 17 | |
| Total | |||||||
| Investment management fee | 11 | 34 | 45 | 14 | 45 | 59 |
No performance fee was paid during the year.
For the year ended 29 February 2016, Calculus Capital Limited waived £9,896 (2015: £nil) of its fees. At 29 February 2016, there was £6,585 due to Calculus Capital Limited (2015: due to Calculus Capital Limited £27,376).
Details of the terms and conditions of the investment management agreement are set out in the Directors' Report.
| Year Ended 29 February 2016 £'000 |
Year Ended 28 February 2015 £'000 |
|
|---|---|---|
| Ordinary Share Fund | ||
| Directors' fees Secretarial and accounting fees Auditor's remuneration |
31 53 |
35 61 |
| - audit services - taxation compliance services |
13 4 |
14 4 |
| Other Clawback of expenses in excess of 3% cap repayable from the Manager |
44 (25) 120 |
50 (53) 111 |
| C Share Fund | ||
| Directors' fees Secretarial and accounting fees Auditor's remuneration |
19 33 |
15 25 |
| - audit services - taxation compliance services |
8 3 |
6 2 |
| Other Clawback of expenses in excess of 3% cap repayable from the Manager |
25 (43) 45 |
19 (23) 44 |
| Total | ||
| Directors' fees Secretarial and accounting fees |
50 86 |
50 86 |
| Auditor's remuneration - audit services - taxation compliance services |
21 7 |
20 6 |
| Other Clawback of expenses in excess of 3% cap repayable from the Manager |
69 (68) |
69 (76) |
| 165 | 155 |
Further details of Directors' fees can be found in the Directors' Remuneration Report on page 26 to 29 of the Accounts.
| Year Ended 29 February 2016 | Year Ended 28 February 2015 | |||||
|---|---|---|---|---|---|---|
| Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
|
| Ordinary Share Fund | ||||||
| Loss on ordinary activities before tax |
(73) | (311) | (384) | (57) | (16) | (73) |
| Theoretical tax at UK Corporation Tax rate of 20.1% (2015: 21.2%) Timing differences: loss not recognised, |
(15) | (63) | (78) | (12) | (3) | (15) |
| carried forward | 15 | 4 | 19 | 12 | 6 | 18 |
| Effects of non-taxable gains/(losses) |
– | 59 | 59 | – | (3) | (3) |
| Tax charge | – | – | – | – | – | – |
| C Share Fund | ||||||
| (Loss)/profit on ordinary activities before tax |
(27) | (134) | (161) | (23) | 84 | 61 |
| Theoretical tax at UK Corporation Tax rate of 20.1% (2015: 21.2%) Timing differences: loss |
(5) | (27) | (32) | (5) | 18 | 13 |
| not recognised, carried forward |
5 | 2 | 7 | 5 | 3 | 8 |
| Effects of non-taxable gains/(losses) |
– | 25 | 25 | – | (21) | (21) |
| Tax charge | – | – | – | – | – | – |
| Total | ||||||
| (Loss)/profit on ordinary activities before tax |
(100) | (445) | (545) | (80) | 68 | (12) |
| Theoretical tax at UK Corporation Tax rate of 20.1% (2015: 21.2%) Timing differences: loss |
(20) | (90) | (110) | (17) | 15 | (2) |
| not recognised, carried forward |
20 | 6 | 26 | 17 | 9 | 26 |
| Effects of non-taxable gains/(losses) |
– | 84 | 84 | – | (24) | (24) |
| Tax charge | – | – | – | – | – | – |
On 1 April 2015, the Corporation Tax rate decreased from 21% to 20%. The rate remained at 20% for the remainder of the reporting period.
At 29 February 2016, the Company had £706,973 (28 February 2015: £568,335) of excess management expenses to carry forward against future taxable profits.
The Company's deferred tax asset of £127,255 (28 February 2015: £113,667) has not been recognised due to the fact that it is unlikely the excess management expenses will be set off in the foreseeable future.
| Year Ended 29 February 2016 £'000 |
Year Ended 28 February 2015 £'000 |
|
|---|---|---|
| Ordinary Share Fund | ||
| Declared and paid: 5.25p per ordinary share in respect of the year ended 28 February 2015 (2014: 5.25p) Declared and paid: 21.8p per ordinary share in respect of |
249 | 249 |
| the year ended 29 February 2016 (2015: 22p) | 1,033 | 1,042 |
| C Share Fund | ||
| Declared and paid: 4.5p per C share in respect of the year ended 28 February 2015 (2014: 4.5p) |
87 | 87 |
| Proposed final dividend: 4.5p per C share in respect of the year ended 29 February 2016 (2015: 4.5p) |
87 | 87 |
The proposed dividend is subject to approval by shareholders at the forthcoming Annual General Meeting and have not been included as a liability in these Accounts.
| Year Ended 29 February 2016 | Year Ended 28 February 2015 | |||||
|---|---|---|---|---|---|---|
| Revenue pence |
Capital pence |
Total pence |
Revenue pence |
Capital pence |
Total pence |
|
| Return per ordinary share | (1.5) | (6.6) | (8.1) | (1.2) | (0.3) | (1.5) |
| Return per C share | (1.4) | (6.9) | (8.3) | (1.2) | 4.3 | 3.1 |
Revenue return per ordinary share is based on the net revenue loss on ordinary activities after taxation of £73,187 (28 February 2015: loss £57,139) and on 4,738,463 ordinary shares (28 February 2015: 4,738,463), being the weighted average number of ordinary shares in issue during the year.
Capital return per ordinary share is based on the net capital loss for the year of £384,093 (28 February 2015: loss £15,463) and on 4,738,463 ordinary shares (28 February 2015: 4,738,463), being the weighted average number of ordinary shares in issue during the year.
Total return per ordinary share is based on the total loss on ordinary activities after taxation of £386,916 (28 February 2015: loss £72,602) and on 4,738,463 ordinary shares (28 February 2015: 4,738,463), being the weighted average number of ordinary shares in issue during the year.
Revenue return per C share is based on the net revenue loss on ordinary activities after taxation of £27,317 (28 February 2015: loss £22,734) and on 1,931,095 C shares (28 February 2015: 1,931,095), being the weighted average number of C shares in issue during the year.
Capital return per C share is based on the net capital loss for the year of £134,405 (28 February 2015: gain £83,457) and on 1,931,095 C shares (28 February 2015: 1,931,095), being the weighted average number of C shares in issue during the year.
Total return per C share is based on the total loss for the year of £161,722 (28 February 2015: gain £60,723) and on 1,931,095 C shares (28 February 2015: 1,931,095), being the weighted average number of C shares in issue during the year.
| Year Ended 29 February 2016 | ||||||
|---|---|---|---|---|---|---|
| Structured Product Investments £'000 |
VCT Qualifying Investments £'000 |
Other Investments £'000 |
Total £'000 |
|||
| Ordinary Share Fund | ||||||
| Opening book cost Opening investment holding gains/(losses) |
490 419 |
2,277 (126) |
1 – |
2,768 293 |
||
| Opening valuation | 909 | 2,151 | 1 | 3,061 | ||
| Movements in year: Purchases at cost Sales proceeds Realised gains/(losses) on sales Decrease in investment holding gains/(losses) |
– (925) 435 (419) |
– (355) (152) (153) |
– – – – |
– (1,280) 283 (572) |
||
| Movements in year | (909) | (660) | – | (1,569) | ||
| Closing valuation | – | 1,491 | 1 | 1,492 | ||
| Closing book cost Closing investment holding losses |
– – |
1,770 (279) |
1 – |
1,771 (279) |
||
| Closing valuation | – | 1,491 | 1 | 1,492 | ||
| C Share Fund Opening book cost |
328 | 1,085 | 1 | 1,414 | ||
| Opening investment holding gains Opening valuation |
210 538 |
25 1,110 |
– 1 |
235 1,649 |
||
| Movements in year: Purchases at cost Sales proceeds Realised losses on sales Decrease in investment holding gains/(losses) |
– – – (19) |
– (90) (35) (68) |
– – – – |
– (90) (35) (87) |
||
| Movements in year | (19) | (193) | – | (212) | ||
| Closing valuation | 519 | 917 | 1 | 1,437 | ||
| Closing bookcost Closing investment holding gains/(losses) |
328 191 |
960 (43) |
1 – |
1,289 148 |
||
| Closing valuation | 519 | 917 | 1 | 1,437 |
| Year Ended 29 February 2016 | ||||
|---|---|---|---|---|
| Structured Product Investments £'000 |
VCT Qualifying Investments £'000 |
Other Investments £'000 |
Total £'000 |
|
| Total | ||||
| Opening book cost Opening investment holding gains/(losses) |
818 629 |
3,362 (101) |
2 – |
4,182 528 |
| Opening valuation | 1,447 | 3,261 | 2 | 4,710 |
| Movements in year: Purchases at cost Sales proceeds Realised gains on sales Decrease in investment holding gains/(losses) |
– (925) 435 (438) |
– (445) (187) (221) |
– – – – |
– (1,370) 248 (659) |
| Movements in year | (928) | (853) | – | (1,781) |
| Closing valuation | 519 | 2,408 | 2 | 2,929 |
| Closing book cost Closing investment holding gains/(losses) |
328 191 |
2,730 (322) |
2 – |
3,060 (131) |
| Closing valuation | 519 | 2,408 | 2 | 2,929 |
In the year to 29 February 2016, Hembuild Group Limited was written down by £189,421 due to its entering administration. Brigantes Energy Limited and Corfe Energy Limited were written down by £161,852 and £106,548 respectively due to the fall in oil price.
There have not been any transaction costs in the year to 29 February 2016, nor in the year to 28 February 2015.
Note 16 to the financial statements provides a detailed analysis of investments held at fair value through profit or loss.
| Year Ended 29 February 2016 £'000 |
Year Ended 28 February 2015 £'000 |
|
|---|---|---|
| Ordinary Share Fund | ||
| Prepayments and accrued income Clawback of expenses in excess of 3% cap payable by the Manager |
12 25 |
9 53 |
| 37 | 62 | |
| C Share Fund | ||
| Prepayments and accrued income Clawback of expenses in excess of 3% cap payable by the Manager |
5 43 |
3 23 |
| 48 | 26 | |
| Total | ||
| Prepayments and accrued income Clawback of expenses in excess of 3% cap payable by the Manager |
17 68 |
12 76 |
| 85 | 88 |
| – 7 15 4 2 21 |
11 19 14 6 10 22 |
|---|---|
| 49 | 82 |
| 2 4 10 4 2 14 36 |
5 8 6 2 4 11 36 |
| 2 11 25 8 4 35 |
16 27 20 8 14 33 118 |
| 85 |
| 29 February 2016 | 28 February 2015 | |||
|---|---|---|---|---|
| Number | £'000 | Number | £'000 | |
| Ordinary Share Fund | ||||
| Number of shares in issue | 4,738,463 | 47 | 4,738,463 | 47 |
| C Share Fund | ||||
| Number of shares in issue | 1,931,095 | 19 | 1,931,095 | 19 |
| Total | ||||
| 66 | 66 |
Since the year end the Company has issued 1,812,084 D shares for a total consideration of £1,866,353.
Under the Articles of Association, a resolution for the continuation of the Company as a VCT will be proposed at the Annual General Meeting falling after the tenth anniversary of the last allotment (from time to time) of shares in the Company and thereafter at five-yearly intervals.
| 29 February 2016 |
28 February 2015 |
|
|---|---|---|
| Ordinary Share Fund | ||
| Net asset value per ordinary share | 31.4p | 66.4p |
The basic net asset value per ordinary share is based on net assets of £1,485,829 (28 February 2015: £3,147,994) and on 4,738,463 ordinary shares (28 February 2015: 4,738,463), being the number of ordinary shares in issue at the end of the year.
| Net asset value per C share | 77.3p | 90.1p |
|---|---|---|
The basic net asset value per C share is based on net assets of £1,492,097 (28 February 2015: £1,739,311) and on 1,931,095 C shares (28 February 2015: 1,931,095), being the number of C shares in issue at the end of the year.
| Year Ended 29 February 2016 £'000 |
Year Ended 28 February 2015 £'000 |
|
|---|---|---|
| Ordinary Share Fund | ||
| Loss for the year Losses/(gains) on investments Decrease in debtors Decrease in creditors Change in IFA commission accrual |
(384) 289 25 (33) 4 |
(73) (16) 11 (30) – |
| Cash flow from operating activities | (99) | (108) |
| C Share Fund Loss/(profit) for the year Losses/(gains) on investments (Increase)/decrease in debtors Decrease in creditors Change in IFA commission accrual Cash flow from operating activities |
(161) 122 (22) (3) 1 (63) |
61 (97) 3 (2) – (35) |
| Total | ||
| Loss for the year Losses/(gains) on investments Decrease in debtors Decrease in creditors Change in IFA commission accrual Cash flow from operating activities |
(545) 411 3 (36) 5 (162) |
(12) (113) 14 (32) – (143) |
At 29 February 2016, the Company did not have any financial commitments which had not been accrued for.
The Company's financial instruments comprise securities and cash and liquid resources that arise directly from the Company's operations.
The principal risks the Company faces in its portfolio management activities are:
The Company does not have exposure to foreign currency risk.
With many years' experience of managing the risks involved in investing in Structured Products and Venture Capital Investments respectively, both the Investec Structured Products team and the Calculus Capital Limited team, together with the Board, have designed the Company's structure and its investment strategy to reduce risk as much as possible. The policies for managing these risks are summarised below and have been applied throughout the period under review.
The return and valuation of the Company's investment in Structured Products is currently linked to the FTSE 100 Index by way of a fixed return that is payable as long as the Final Index Level is no lower than the Initial Index Level.
The current investment in Structured Products will either be capital protected or capital at risk on a one-to-one basis where the FTSE 100 Index falls by more than 50 per cent and the Final Index Level is below the Initial Index Level. If the FTSE 100 Index does fall by more than 50 per cent at any time during the investment period and fails to recover at maturity, the capital will be at risk on a maximum one-to-one basis (Capital at Risk ("CAR")) (e.g. if the FTSE 100 Index falls by more than 50 per cent during the investment period and on maturity is down 25 per cent, capital within that Structured Product will be reduced by 25 per cent).
The tables in the Investment Manager's Review (Structured Products) provide details of the Initial Index Level at the date of investment and the maturity date for the remaining Structured Product. On 29 February 2016, the FTSE 100 Index closed at 6,097.09.
The Final Index Level is calculated using 'averaging', meaning that the average is taken of the closing levels of the FTSE 100 on each business day over the last two to six months of the Structured Product plan term (the length of the averaging period differs for each plan).
The Investment Manager of the Structured Products portfolio and the Board review this risk on a regular basis. The use of averaging to calculate the return can reduce adverse effects of a falling market or sudden market falls shortly before maturity. Equally, it can reduce the benefits of an increasing market or sudden market rises shortly before maturity.
As at 29 February 2016, the Company's investment in Structured Products was valued at £519,023 (C Share Fund). A 10 per cent increase in the level of the FTSE 100 Index at 29 February 2016, given that all other variables remained constant, would have increased net assets by £31,089 (C Share Fund). A 10 per cent decrease would have reduced net assets by £55,609 (C Share Fund). If the net assets had been higher by £31,089 throughout the year, then the investment management fee due to Calculus Capital Limited would have been increased by £310; if the net assets had been lower by £55,609 lower throughout the year, then the investment management fee due to Calculus Capital Limited would have decreased by £556.
The Directors consider that an increase or decrease in the aggregate value of investments by 10 per cent or more is reasonably possible.
The failure of a counterparty to discharge its obligations under a transaction could result in the Company suffering a loss. In its role as the Investment Manager of the Structured Products portfolio and to diversify counterparty risk, Investec Structured Products only invested in Structured Products issued by approved issuers. In addition, the maximum exposure to any one counterparty (or underlying counterparty) was limited to 15 per cent of the assets of the Company at the time of investment.
Counterparty risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The Investment Manager has in place a monitoring procedure in respect of counterparty risk which is reviewed on an ongoing basis. The carrying amount of financial assets best represents the maximum credit risk exposure at the Balance Sheet date.
As at 29 February 2016, the Company's credit risk exposure, by credit rating of the Structured Product issuer, was as follows:
| 29 February 2016 | 28 February 2015 | |||
|---|---|---|---|---|
| Credit Risk Rating (Moody's unless otherwise indicated) |
£'000 | % of Portfolio |
£'000 | % of Portfolio |
| Ordinary Share Fund | ||||
| A2 Baa3 |
– – |
– – |
– 909 |
– 29.7% |
| – | – | 909 | 29.7% | |
| C Share Fund | ||||
| A2 Baa3 |
519 – |
36.1% – |
– 538 |
– 32.6% |
| 519 | 36.1% | 538 | 32.6% | |
| Total A2 |
519 | 17.7% | – | – |
| Baa3 | – | – | 1,447 | 30.7% |
| 519 | 17.7% | 1,447 | 30.7% |
Market risk embodies the potential for losses and includes interest rate risk and price risk.
The management of market price risk is part of the investment management process. The portfolio is managed in accordance with policies in place as described in more detail in the Chairman's Statement and Investment Manager's Review (Qualifying Investments).
The Company's strategy on the management of investment risk is driven by the Company's investment objective as outlined above. Investments in unquoted companies and AIM-traded companies, by their nature, involve a higher degree of risk than investments in the main market. Some of that risk can be mitigated by diversifying the portfolio across business sectors and asset classes.
Interest is earned on cash balances and money market funds and is linked to the banks' variable deposit rates. The Board does not consider interest rate risk to be material. Interest rates arising on loan stock instruments is not considered significant as the main risk on these investments are credit risk and market price risk. The interest rate earned on the loan stock instruments is disclosed below:
| Effective interest rate on 29 February 2016 % |
|
|---|---|
| Antech Limited Human Race Group Limited |
12.0 12.0 |
| Solab Group Limited | 8.0 |
At the year end, no loan stock interest was overdue.
An analysis of financial assets and liabilities, which identifies the risk of the Company's holding of such items, is provided. The Company's financial assets comprise equity, loan stock, cash and debtors. The interest rate profile of the Company's financial assets is given in the table below:
| As at 29 February 2016 | As at 28 February 2015 | |||
|---|---|---|---|---|
| Fair Value Interest Rate Risk £'000 |
Cash Flow Interest Rate Risk £'000 |
Fair Value Interest Rate Risk £'000 |
Cash Flow Interest Rate Risk £'000 |
|
| Ordinary Share Fund | ||||
| Loan stock Money market funds Cash |
350 – – |
– 1 6 |
687 – – |
– 1 107 |
| 350 | 7 | 687 | 108 | |
| C Share Fund | ||||
| Loan stock Money market funds Cash |
200 – – |
– 1 43 |
200 – – |
– 1 103 |
| 200 | 44 | 200 | 104 | |
| Total | ||||
| Loan stock Money market funds Cash |
550 – – |
– 2 49 |
887 – – |
– 2 210 |
| 550 | 51 | 887 | 212 |
The variable rate is based on the banks' deposit rate, and applies to cash balances held and the money market funds. The benchmark rate which determines the interest payments received on interest bearing cash balances is the Bank of England base rate, which was 0.5 per cent as at 29 February 2016.
Any movement in interest rates is deemed to have an insignificant effect on the Structured Products.
Credit risk is considered to be part of market risk.
Where an investment is made in loan stock issued by an unquoted company, it is made as part of an overall equity and debt package. The recoverability of the debt is assessed as part of the overall investment process and is then monitored on an ongoing basis by the Investment Manager who reports to the Board on any recoverability issues.
Credit risk arising on transactions with brokers relates to transactions awaiting settlement. Risk relating to unsettled transactions is considered to be small due to the short settlement period involved and the high credit quality of the brokers used. The Board monitors the quality of service provided by the brokers used to further mitigate this risk.
All the assets of the Company which are traded on AIM are held by Investec Wealth & Investments, the Company's custodian. Bankruptcy or insolvency of the custodian may cause the Company's rights with respect to securities held by the custodian to be delayed or limited. The Board and the Investment Manager monitor the Company's risk by reviewing the custodian's internal control reports.
The Company's liquidity risk is managed on an ongoing basis by the Investment Managers. The Company's overall liquidity risks are monitored on a quarterly basis by the Board.
The Company maintains sufficient investments in cash and readily realisable securities to pay accounts payable and accrued expenses as they fall due.
If the Structured Product is redeemed before the end of the term, the Company may get back less than the amount originally invested. The value of the Structured Product will be determined by the price at which the investment can actually be sold on the relevant dealing date. The Board does not consider this risk to be significant as the planned investment period for the Structured Product will end on 17 March 2017.
There may not be a liquid market in the Structured Product and there may never be two competitive market makers, making it difficult for the Company to realise its investment. Risk is increased further where there is a single market maker who is also the issuer. The Board sought to mitigate this risk by only investing in approved issuers of Structured Products, and by limiting exposure to any one issuer (or underlying issuer).
The Company's financial instruments include investments in unlisted equity investments which are not traded in an organised public market and which may be illiquid. As a result, the Company may not be able to realise quickly some of its investments at an amount close to their fair value in order to meet its liquidity requirements, or to respond to specific events such as deterioration in the creditworthiness of any particular issuer.
The Board seeks to ensure that an appropriate proportion of the Company's investment portfolio is invested in cash and readily realisable assets, which are sufficient to meet any funding commitments that may arise.
Under its Articles of Association, the Company has the ability to borrow a maximum amount equal to 25 per cent of its gross assets. As at 29 February 2016, the Company had no borrowings.
The capital structure of the Company consists of cash held and shareholders' equity. Capital is managed to ensure the Company has adequate resources to continue as a going concern, and to maximise the income and capital return to its shareholders, while maintaining a capital base to allow the Company to operate effectively in the market place and sustain future development of the business. To this end the Company may use gearing to achieve its objectives. The Company's assets and borrowing levels are reviewed regularly by the Board.
Investments held at fair value through profit or loss are valued in accordance with IPEV guidelines.
The valuation method used will be the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the IPEV guidelines.
As required by the Standard, an analysis of financial assets and liabilities, which identifies the risk of the Company's holding of such items, is provided. The Standard requires an analysis of investments carried at fair value based on the reliability and significance of the information used to measure their fair value. In order to provide further information on the valuation techniques used to measure assets carried at fair value, we have categorised the measurement basis into a "fair value hierarchy" as follows:
– Quoted market prices in active markets – "Level 1"
Inputs to Level 1 fair values are quoted prices in active markets for identical assets. Quoted in an active market in this context means quoted prices are readily and regularly available and those prices represent actual and regularly occurring market transactions on an arm's length basis. The quoted price is usually the current bid price. The Company's investments in AIM quoted equities and money market funds are classified within this category.
– Valued using models with significant observable market parameters – "Level 2"
Inputs to Level 2 fair values are inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly. The Company's investments in Structured Products are classified within this category.
– Valued using models with significant unobservable market parameters – "Level 3"
Inputs to Level 3 fair values are unobservable inputs for the asset. Unobservable inputs may have been used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset at the measurement date (or market information for the inputs to any valuation models). As such, unobservable inputs reflect the assumptions the Company considers that market participants would use in pricing the asset. The Company's unquoted equities and loan stock are classified within this category. As explained in note 1, unquoted investments are valued in accordance with the IPEV guidelines.
The table below shows assets measured at fair value categorised into the three levels referred to above. During the year there were no transfers between Levels 1, 2 or 3.
| Financial Assets at Fair Value through Profit or Loss At 29 February 2016 |
||||
|---|---|---|---|---|
| Level 1 £'000 |
Level 2 £'000 |
Level 3 £'000 |
Total £'000 |
|
| Structured Products | – | – | – | – |
| Unquoted equity | – | – | 1,141 | 1,141 |
| Quoted equity | – | – | – | – |
| Money market funds | 1 | – | – | 1 |
| Loan stock | – | – | 350 | 350 |
| 1 | – | 1,491 | 1,492 |
| Financial Assets at Fair Value through Profit or Loss At 28 February 2015 |
||||
|---|---|---|---|---|
| Level 1 £'000 |
Level 2 £'000 |
Level 3 £'000 |
Total £'000 |
|
| Structured Products | – | 909 | – | 909 |
| Unquoted equity | – | – | 1,376 | 1,376 |
| Quoted equity | 88 | – | – | 88 |
| Money market funds | 1 | – | – | 1 |
| Loan stock | – | – | 687 | 687 |
| 89 | 909 | 2,063 | 3,061 |
| Financial Assets at Fair Value through Profit or Loss At 29 February 2016 |
||||
|---|---|---|---|---|
| Level 1 £'000 |
Level 2 £'000 |
Level 3 £'000 |
Total £'000 |
|
| Structured Products | – | 519 | – | 519 |
| Unquoted equity | – | – | 588 | 588 |
| Quoted equity | 129 | – | – | 129 |
| Money market funds | 1 | – | – | 1 |
| Loan stock | – | – | 200 | 200 |
| 130 | 519 | 788 | 1,437 |
| Financial Assets at Fair Value through Profit or Loss At 28 February 2015 |
||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| £'000 | £'000 | £'000 | £'000 | |
| Structured Products | – | 538 | – | 538 |
| Unquoted equity | – | – | 592 | 592 |
| Quoted equity | 318 | – | – | 318 |
| Money market funds | 1 | – | – | 1 |
| Loan stock | – | – | 200 | 200 |
| 319 | 538 | 792 | 1,649 |
| Financial Assets at Fair Value through Profit or Loss At 29 February 2016 |
||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| £'000 | £'000 | £'000 | £'000 | |
| Structured Products | – | 519 | – | 519 |
| Unquoted equity | – | – | 1,729 | 1,729 |
| Quoted equity | 129 | – | – | 129 |
| Money market funds | 2 | – | – | 2 |
| Loan stock | – | – | 550 | 550 |
| 131 | 519 | 2,279 | 2,929 |
| Financial Assets at Fair Value through Profit or Loss At 28 February 2015 |
||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| £'000 | £'000 | £'000 | £'000 | |
| Structured Products | – | 1,447 | – | 1,447 |
| Unquoted equity | – | – | 1,968 | 1,968 |
| Quoted equity | 406 | – | – | 406 |
| Money market funds | 2 | – | – | 2 |
| Loan stock | – | – | 887 | 887 |
| 408 | 1,447 | 2,855 | 4,710 |
In order to maintain fair value hierarchy disclosures in line with the prior year, the Company has early adopted the changes to FRS 102 published by the FRC in March 2016.
Where the effect of changing one or more inputs to reasonably possible alternative assumptions would result in a significant change to the fair value measurement, information on this sensitivity is provided below. The information used in determination of the fair value of Level 3 investments is chosen with reference to the specific underlying circumstances and position of the investee company. The portfolio has been reviewed and both downside and upside reasonable possible alternative assumptions have been identified and applied to the valuation of the unquoted investments.
The assumptions changed for the sensitivity analysis are set out below:
| Assumption | Impact on Upside £ |
Impact on downside £ |
|---|---|---|
| Discount rate Forecast 2016 results |
26,927 58,151 |
25,172 60,453 |
| 85,078 | 85,625 |
Applying the downside alternatives, the value of the unquoted investment portfolio for the Ordinary Share Fund would be £63,198 or 4.2 per cent lower (2015: £99,041 or 4.8 per cent lower), for the C Share Fund would be £22,427 or 2.9 per cent lower (2015: £55,017 or 7.0 per cent lower), and in total it would be £85,625 or 3.8 per cent lower (2015: £154,058 or 5.4 per cent lower). Using the upside alternatives, the value of the unquoted investment portfolio for the Ordinary Share Fund would be increased by £63,284 or 4.2 per cent (2015: £115,445 or 5.6 per cent per cent), for the C Share Fund it would be increased by £21,794 or 2.8 per cent (2015: £54,062 or 6.8 per cent), and in total it would be increased by £85,078 or 3.7 per cent (2015: £169,507 or 5.9 per cent).
Calculus Capital Limited receives an investment manager's fee from the Company. As disclosed in Note 4, for the year ended 29 February 2016, Calculus Capital Limited earned £29,037 in relation to the ordinary share portfolio (2015: £41,672) and £16,409 (2015: £17,496) in relation to the C share portfolio. Calculus Capital Limited also earned a company secretarial fee of £625 (2015: £nil) for the Ordinary share portfolio but waived its fee of £625 (2015: £nil) on the C shares.
Calculus Capital Limited has taken on the expenses cap from 15 December 2015. In the year to 29 February 2016, Calculus Capital Limited waived £9,896 of investment management fees.
Investec Structured Products, an Investment Manager to the Company, is entitled to a performance incentive fee. Investec Structured Products will receive an arrangement fee of 0.75 per cent of the amount invested in each Structured Product. This arrangement fee shall be paid to Investec Structured Products by the issuer of the relevant Structured Product. No arrangement fee will be paid to Investec Structured Products in respect of any decision to invest in Investec-issued Structured Products. Investec Structured Products has agreed not to earn an annual management fee from the Company.
John Glencross, a Director of the Company, is Chief Executive and a director of Calculus Capital Limited, one of the Company's Investment Managers. He does not receive any remuneration from the Company. He is a director of Terrain Energy Limited, and was previously a director of Hembuild Group Limited and Human Race Group Limited, companies in which the Company has invested.
Calculus Capital Limited receives a fee from certain portfolio companies. In the year the 29 February 2016, Calculus Capital Limited charged a monitoring fee to Antech Limited, Solab Group Limited, Hembuild Group Limited, Metropolitan Safe Custody Limited, MicroEnergy Generation Services Limited, Quai Administration Services Limited, Terrain Energy Limited, The One Place Capital Limited and Tollan Energy Limited.
Calculus Capital Limited charged a fee for the provision of a director to Brigantes Energy Limited, Corfe Energy Limited, Dryden Human Capital Group Limited, Solab Group Limited, Metropolitan Safe Custody Limited, Pico's Limited, Quai Administration Services Limited, Terrain Energy Limited and The One Place Capital Limited.
Calculus Capital Limited also charged Terrain Energy Limited for the provision of office support services.
The amount received by Calculus Capital Limited which relates to the Company's investment was £1,807 (2015: £1,932) from Antech Limited, £191 (2015: £751) from Brigantes Energy Limited, £113 (2015: £449) from Corfe Energy Limited, £56 (2015: £285) from Dryden Human Capital Group Limited, £1,832 from Solab Group Limited (2015: £3,009), £3,430 from Human Race Group Limited (2015: £3,530), £405 (2015: £3,612) from Hembuild Group Limited, £2,516 (2015: £2,483) from Metropolitan Safe Custody Limited, £1,461 (2015: £1,189) from MicroEnergy Generation Services Limited, £305 (2015: £397) from Pico's Limited, £1,438 (2015: £1,596) from Quai Administration Services Limited, £793 (2015: £983) from Terrain Energy Limited, £944 (2015: £1,215) from The One Place Capital Limited and £1,418 (2015: £328) from Tollan Energy Limited (all excluding VAT).
Since the year end, an allotment of 876,181 D Shares in respect of the 2015/2016 tax year took place on 8 March 2016 at an average issue price of £1.0264 per share. A second allotment of 644,598 D shares in respect of 2015/2016 tax year took place on 4 April 2016 at an average issue price of £1.0333 per share. A third allotment of 291,305 D shares in respect of the 2016/2017 tax year took place on 3 May 2016 at an average issue price of £1.0333 per share.
NOTICE IS HEREBY GIVEN that the sixth ANNUAL GENERAL MEETING of Calculus VCT plc (the "Company") will be held at the offices of Calculus Capital Limited, 104 Park Street, London, W1K 6NF at 11.00 am on 26 July 2016 to consider and, if thought fit, pass the following resolutions, of which resolutions 1 to 7 will be proposed as ordinary resolutions and resolutions 8 to 10 will be proposed as special resolutions:
in each case at the date of passing the resolution and in each case where the proceeds may be used in whole or part to purchase shares in the capital of the Company, such authority to expire on the conclusion of the annual general meeting to be held in 2017 save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted and issued after such expiry and the Directors shall be entitled to allot shares pursuant to any such offer or agreement as if this authority had not expired.
By order of the Board Calculus Capital Limited Secretary 20 June 2016
This year's Annual General Meeting of the Company will be held at the offices of Calculus Capital Limited, 104 Park Street, London, W1K 6NF on 26 July 2016 at 11.00 am.
| Company's year end | 29 February 2016 |
|---|---|
| Annual results announced | 20 June 2016 |
| Annual General Meeting | 26 July 2016 |
| Dividends payable | 5 August 2016 |
| Company's half year end | 31 August 2016 |
| Half yearly results announced | October 2016 |
Cash dividends will be sent by cheque to the first-named shareholder on the share register at their registered address, together with a tax voucher. At shareholders' request, dividends may instead be paid direct into the shareholder's bank account through the Bankers' Automated Clearing System ("BACS"). This may be arranged by contacting the Company's Registrars on 0871 664 0300 (calls cost 10p per minute plus network extras. Lines are open from 9.00 am to 5.30 pm Monday to Friday) or by visiting the website at www.capitaregistrars.com/shareholders.
The Company's Ordinary shares, C shares and D shares are listed on the London Exchange and share prices can be found on their website, www.londonstockexchange.com. The Company's net asset value is announced quarterly and can also be viewed on the London Stock Exchange website or the Calculus Capital Limited website, www.calculuscapital.com.
The Company's Registrars, Capita Asset Services, maintain the share register. In the event of queries regarding your shareholding, please contact the Registrars on 0871 664 0300 (calls cost 10p per minute plus network extras. Lines are open from 9.00 am to 5.30 pm Monday to Friday) or by visiting the website at www.capitaregistrars.com/shareholders.
To qualify as a VCT, a company must be approved as such by HM Revenue & Customs. To obtain such approval it must:
The requirement set out in paragraph (d) above has been amended for funds raised from 6 April 2011, such that at least 70 per cent by VCT Value of a VCT's investments in shares or securities in qualifying investments must be in eligible shares. For funds raised from 6 April 2011, 'eligible shares' means shares which do not carry any right to be redeemed or a preferential right to assets on a winding-up or to dividends (in respect of the latter, where the right to the dividend is cumulative or, where the amount or dates of payment of the dividend may be varied by the company, a shareholder or any other person).
A VCT must be approved at all times by HM Revenue & Customs. Approval has effect from the time specified in the approval.
A VCT cannot be approved unless the tests detailed above are met throughout the most recent complete accounting period of the VCT and HM Revenue & Customs is satisfied that they will be met in relation to the accounting period of the VCT which is current when the application is made. However, where a VCT raises further funds, VCTs are given grace periods to invest those funds before such funds need to meet such tests.
However, to aid the launch of a VCT, HM Revenue & Customs may give provisional approval if satisfied that conditions (b), (c), (f) and (g) above will be met throughout the current or subsequent accounting period and condition (d) above will be met in relation to an accounting period commencing no later than three years after the date of provisional approval.
Approval of a VCT (full or provisional) may be withdrawn by HM Revenue & Customs if the various tests set out above are not satisfied. The exemption from corporation tax on capital gains will not apply to any gain realised after the point at which VCT status is lost.
Withdrawal of full approval generally has effect from the time when notice is given to the VCT but, in relation to capital gains of the VCT only, can be backdated to not earlier than the first day of the accounting period commencing immediately after the last accounting period of the VCT in which all of the tests were satisfied. Withdrawal of provisional approval has the effect as if provisional approval had never been given (including the requirement to pay corporation tax on prior gains).
The above is only a summary of the conditions to be satisfied for a company to be treated as a VCT.
The total of the C Shareholder Proceeds made or offered for payment on or before the C Share Interim Return Date.
14 March 2017.
The net assets of the Company attributable to the C shares (including any income and/or revenue arising from or relating to such assets).
Amounts paid by way of dividends or other distributions, share buy backs and any other proceeds or value received by or offered to, or deemed to be received by or offered to, by C shareholders in the Company on or before the C Share Target Return Date, excluding any income tax relief on subscription.
The total of the C Shareholder Proceeds made or offered for payment on or before the C Share Target Return Date.
14 March 2019.
The net assets of the Company attributable to the D shares (including any income and/or revenue arising from or relating to such assets).
The closing (or average closing) level of the relevant underlying indices at the end of the relevant Index Observation Period for a Structured Product.
The relevant period from when the Initial Index Level is observed to when the Final Index Level is observed for a Structured Product.
The closing (or average closing) level of the relevant underlying indices at the start of the relevant Index Observation period for a Structured Product.
The International Private Equity and Venture Capital Valuation Guidelines, used for the valuation of unquoted investments.
Shareholders' funds expressed as an amount per share. Shareholders' funds are the total value of a company's assets, at current market value, having deducted all prior charges at their par value (or at their market value).
The total of Ordinary Shareholder Proceeds made or offered for payment on or before the Ordinary Share
Interim Return Date.
14 December 2015.
The net assets of the Company attributable to them ordinary shares (including any income and/or revenue arising from or relating to such assets).
Amounts paid by way of dividends or other distributions, share buy backs and any other proceeds or value received by or offered to, or deemed to be received by or offered to, by ordinary shareholders in the Company, excluding any income tax relief on subscription.
Notes and/or deposits and/or securities whose cash flow characteristics reflect the performance of an index or indices (which may or may not be linked to a market).
The value of an investment calculated in accordance with section 278 of the Income Tax Act 2007 (as amended).
An unquoted (or AIM-traded) company which satisfies the requirements of Part 4, Chapter 6 of the Income Tax Act 2007 (as amended).
Michael O'Higgins (Chairman) Kate Cornish-Bowden Arthur John Glencross Steven Guy Meeks
104 Park Street London W1K 6NF Telephone: 020 7493 4940
07142153
Investec Structured Products 2 Gresham Street London EC2V 7QP Telephone: 020 7597 4000 Website: www.investecstructuredproducts.com
Calculus Capital Limited 104 Park Street London W1K 6NF Telephone: 020 7493 4940 Website: www.calculuscapital.com
Capita Sinclair Henderson Limited (Trading as Capita Asset Services) Beaufort House 51 New North Road Exeter EX4 4EP
Calculus Capital Limited 104 Park Street London W1K 6NF
Grant Thornton UK LLP 30 Finsbury Square London EC2P 2YU
Nplus1 Singer Advisory LLP One Hanover Street London W1S 1YZ
Capita Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU Telephone: 0871 664 0300
(Calls cost 10p per minute plus network extras. Lines are open Monday to Friday 9.00 am to 5.30 pm)
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.