Annual Financial Report

Unicorn AIM VCT plc (the "Company" or the "VCT") Annual Results Announcement for the year ended 30 September 2012 INVESTMENT OBJECTIVE The Company's objective is to provide Shareholders with an attractive return from a diversified portfolio of investments, predominantly in the shares of AIM quoted companies, by maximising the stream of dividend distributions to Shareholders from the income and capital gains generated by the portfolio. It is also the objective that the Company should continue to qualify as a Venture Capital Trust, so that Shareholders benefit from the taxation advantages that this brings. To achieve this at least 70% of the Company's total assets are to be invested in qualifying investments of which 30% by value must be in ordinary shares carrying no preferential rights to dividends or return of capital and no rights to redemption. VENTURE CAPITAL TRUST STATUS The Company has satisfied the requirements for approval as a Venture Capital Trust (VCT) under section 274 of the Income Tax Act 2007 (ITA). It is the Directors' intention to continue to conduct the business of the Company so as to maintain compliance with that section. KEY DATA As at 30 September 2012 Ordinary Shares Net assets Net asset Cumulative* NAV total Share price value per dividends return to (p) (£ million) share (NAV) paid per shareholders (p) share (p) since launch** per share (p) 30th September 2012 59.0 102.3 10.0 112.3 86.0 31st March 2012 56.6 97.4 10.0 107.4 70.0 30th September 2011 60.4 103.3 5.0 108.3 86.3 31st March 2011 64.6 109.5 5.0 114.5 97.5 *The Board has recommended a dividend of 5p per share for the year ended 30 September 2012.. If approved by shareholders, this payment will bring total dividends paid since launch to 15p per share. ** Launch of the S3 shares on 22 February 2007. The majority of shareholders in the Company originally invested in one of the five former share classes of either the Company and/or Unicorn AIM VCT II plc. As a result of the merger of all five former share classes in March 2010, all shareholders now only hold Ordinary shares. These were formerly called S3 shares. To enable such shareholders in each former share class to monitor the performance of their original investment, the tables below show the NAV total return at 30 September 2012 for a shareholder that invested £10,000 at £1 per share at the date of launch of a particular fundraising, excluding any initial income tax relief received: Unicorn AIM VCT plc Funds Share class and year of fundraising No. of NAV at 30 Dividends Dividends NAV shares held September paid paid total post merger 2012 pre-merger post-merger return (£) (£) (£) (£) Ordinary Shares (raised in 2011, 8,620 8,822 n/a 431 9,253* issued at average price of 116p) Ordinary Shares (formerly S3 Shares 10,000 10,234 100 900 11,234 raised in 2006/07) Former Funds: Original Ordinary Shares (raised in 6,078 6,220 4,550 547 11,317 2001) Original Ordinary Shares 2007/08 8,442 8,640 903 760 10,303 top-up (13,890 shares issued for £10,000 investment at 72p per share) Series 2 Shares (raised in 2004) 7,750 7,932 2,125 698 10,755 Series 2 Shares 2007/08 top-up 8,424 8,622 489 758 9,869 (10,870 shares issued for £10,000 investment at 92p per share) *This shortfall under the representative £10,000 is substantially attributable to the impact of the initial costs of the Offer of 5.5% Former Unicorn AIM VCT II plc Funds Share class and year of fundraising No. shares NAV at 30 Dividends Dividends NAV held post September paid paid total merger 2012 pre-merger post-merger return (£) (£) (£) (£) Ordinary Shares (raised in 2005) 8,283 8,477 1,300 745 10,522 Ordinary Shares 2007/08 top-up 8,452 8,650 1,225 761 10,636 (10,205 shares issued for £10,000 investment at 98p per share) C Shares (raised in 2006) 7,267 7,437 245 654 8,336 C Shares 2007/08 top-up (11,235 8,165 8,356 169 735 9,260 shares issued for £10,000 investment at 89p per share) Initial income tax relief of up to 20% was available for shareholders that invested in tax years 2001/2002 to 2003/2004, 40% for shareholders that invested in 2004/2005 and 2005/2006 and 30% for shareholders that invested in tax years since 2006/2007. Additional capital gains tax deferral relief was also available for shareholders that invested between 2001/2002 and 2003/2004. Dividends history The graph can be found on page 2 of the Annual Report and Accounts for the year ended 30 September 2012 ("Annual Report"). Dividend paid Unicorn Ordinary Original VCT II (formerly S3) Ordinary Ordinary Unicorn VCT Financial year paid Shares Shares S2 Shares Shares II C Shares pence pence pence pence pence 2012* 5.00 3.04* 3.88* 4.14* 3.63* 2011* 4.00 2.43* 3.10* 3.31* 2.91* 2010 - 3.50 2.50 6.00 0.45 2009 1.00 3.00 2.00 1.00 - 2008 - - 5.00 5.00 1.00 2007 - 12.55 10.00 0.50 1.00 2006 - 10.00 1.00 0.50 - 2005 - 5.00 0.75 - - 2004 - 10.45 - - - 2003 - 1.00 - - - 10.00 50.97 28.23 20.45 8.99 Merger conversion ratio** 1.00000000 0.60781764 0.77503076 0.82830102 0.72677686 * The dividends in 2011 and 2012 on the Ordinary (formerly S3) shares are also shown for each of the former share classes, calculated in proportion to the merger conversion ratios shown at the foot of the table above. ** The merger conversion ratio was applied at the date of the merger on 8 March 2010, to calculate entitlement to the new Ordinary shares. CHAIRMAN'S STATEMENT I am pleased to present the eleventh Annual Report of the Company for the financial year ended 30 September 2012. Investment Performance Review At the financial year end, the audited Net Asset Value of the Company was 102.3 pence per share, while audited net assets as at 30 September 2012 were £59.0m. After adding back dividends paid in the period, this represents a positive total return to shareholders of 3.9%. This performance is creditable given the increasingly difficult economic backdrop, which at times over the past twelve months has resulted in significant stock market volatility. Volatility has been especially evident at the smaller end of the UK quoted market. Despite ending the period having generated a total return of 1.6%, the FTSE AIM All-Share Index was subject to sharp movements in both directions at various points during the past twelve months. The speed and severity of these changes in market direction is disconcerting, since it reflects a fragile level of confidence amongst equity investors and tends to encourage a short term approach to investment. The European debt crisis, which has had a crippling effect on many developed economies over the past four years, remains a significant and unresolved problem. Despite concerted efforts by governments and central banks there has been little sign of improvement. The lack of tangible progress in controlling and reducing the overall debt burden is acting as a massive brake on economic recovery. Understandably, such protracted economic and financial strain tends to erode confidence and reduce risk appetite amongst investors. This in turn results in unstable and unpredictable equity market conditions. In attempting to preserve capital in uncertain times the Investment Manager has adopted a risk averse, longer term approach to the management of the portfolio. As a result, the Company's asset base remained stable throughout the financial year with monthly reported Net Asset Value remaining within a narrow 8% band. As described in more detail in the Investment Manager's Review, the majority of businesses in which the Company holds investments continue to demonstrate commendable resilience. One of the key reasons these businesses have been able to weather the storm successfully lies in the continued strength of their balance sheets. Of the 45 active VCT qualifying companies held in the portfolio, over 50% have no debt on their balance sheets, while a further 30% are operating with a net gearing figure of less than 25%. Encouragingly, 65% of these companies were cashflow positive in their last reported financial year. Overall, brokers are forecasting profit growth from around 80% of our investee companies in their current financial year. I am pleased to report that the longer term performance of the Company remains robust. Since the merger with Unicorn AIM VCT II plc, which was successfully completed in March 2010, the total return to shareholders has been 21.3% including nine pence in tax free dividend payments. This figure compares very favourably with total returns delivered during the same period by the FTSE All-Share Index and the FTSE AIM All-Share Index of 14.5% and 4.5% respectively. Portfolio Activity It has been a quiet year for Initial Public Offerings. Only 50 UK companies listed on AIM in the 12 month period to 30 September 2012, of which few were VCT qualifying. The Company remains comfortably above the threshold required to retain VCT qualifying status, however, the Investment Manager has maintained a cautious approach to new investments. No VCT qualifying investments were made in new companies in the year under review, while one follow-on investment was made in an existing portfolio company in which the VCT already held a stake. Existing positions were increased in four non-qualifying companies during the period. In terms of disposals, merger and acquisition activity resulted in two qualifying and two non-qualifying investments being sold. Four non-qualifying investments were sold outright, while partial disposals were made in a number of both qualifying and non-qualifying investments. In the year to 30 September 2012, a total of £5.8m was realised through the sale of investments, of which £1.6m was deployed in new investments and approximately £2.9m spent on funding the dividend payment to shareholders with the balance used to fund share buybacks and the operating costs of the Company. Over the 12 months to 30 September 2012 there was a net gain on investments of £2.4 million and the total profit on ordinary activities after taxation was £2.1 million, amounting to earnings of 3.5 pence per share. The profit on the revenue account was £387,000. At the financial year end, the portfolio consisted of 45 qualifying and 28 non-qualifying active investments. A detailed report on the performance of both the qualifying and the non-qualifying investments is contained in the Investment Manager's Review on pages 8 - 13 of the Annual Report. VCT Status and VCT Legislation To maintain its VCT qualifying status the Company is required to hold at least 70% of total assets in VCT qualifying investments. The Company remains comfortably above this key threshold. At the financial year end, the Company held 77.3% (reflecting the tax value of investments as defined in the tax legislation), of its total assets in VCT qualifying companies. The European Commission recently approved a number of important and beneficial changes to the VCT scheme. In particular, the changes help broaden the range of companies eligible for VCT investment and will enhance your Company's ability to support small businesses and thereby assist the Government's growth agenda. These hard won amendments, to which your Manager and Board made an active contribution, have resulted in the UK VCT scheme becoming one of the most generous incentive schemes of its type in Europe. The key improvements are as follows:- 1) The size of company that can receive VCT funding has been substantially increased (from those with gross assets of £7 million to £15 million pre new investment); 2) Companies with a significantly greater number of employees are now permitted to receive VCT funding (up fivefold from a maximum headcount of 50 to a new maximum of 250 employees); 3) The introduction of a new investment limits condition. This is a restriction on any investee company receiving more than £5m of State Aided risk capital investment, including any monies from VCTs in the 12 months up to and including the date of investment (the investment limit condition was originally intended to be capped at £2m. Lobbying proved effective and the limit was subsequently raised to £5m); and 4) The annual limit of £1m that a VCT may invest in a qualifying investment in any tax year has been removed. To secure these changes the Government had to gain European Commission approval as the VCT scheme is a form of State Aid, which is covered by rules to protect the principles of the European Single Market. The Commission announced their support for the changes in May 2012 and the changes were passed into UK law in the Finance Act 2012, which received Royal Assent on 17 July 2012. The relaxation of VCT regulation is to be encouraged and these changes should help stimulate renewed interest in the sector. Revenue Return The revenue return increased from £288,000 to £387,000 (34%) over the year. Investment income rose slightly by £34,000 (3%), within which dividends from equities rose by £58,000 (6%).This return also benefited from lower Investment Management fees, down by £27,000 (9.8%) arising from reduced net asset values over the year. Finally, other expenses fell by a net £38,000 (7%), primarily because the Company reached its cap on trail commission payments due on fundraisings prior to the merger. This permanent reduction in trail commission fees adds over 0.2 pence return per share per year to the Company. Running Costs The Ongoing Expense Ratio (previously total expense ratio) of the Company for the financial year under review was 2.65% (2011: 2.49%) of total assets. Shareholders should note that this ratio has been calculated in accordance with the Association of Investment Companies' recommended methodology, published in May this year. This figure shows shareholders the annual percentage reduction in shareholder returns as a result of recurring operational expenses, assuming markets remain static and the portfolio is not traded. Although the Ongoing Charges figure is based upon historic information, it provides shareholders with an indication of the likely level of costs that will be incurred in managing the fund in the future. It replaces the total expense ratio previously reported, although the latter will still form the basis of any expense cap that may be borne by the Manager. No such cap applies for the 2012 financial year (2011: nil) Share Buybacks The Board has continued to buy back shares for cancellation at various points throughout the financial year in addition to the enhanced buyback and top-up offer which closed in February 2012. A total of 820,975 shares were purchased for cancellation during the course of the year at an average price of 73.3 pence per share. These shares were purchased at a discount to net assets of between 21.4% and 28.4%. The share price stood at a discount to net assets of 16.0% as at the financial year end. The Board recently implemented measures necessary to enable the Company to continue purchasing shares for cancellation in closed periods and the first such transactions took place in early October. I am pleased therefore to report that the share price discount to net asset value has continued to narrow since the financial year end and, as at 19 December 2012 (being the last business day prior to publication of this Annual Report), stood at 15.4%. Enhanced Buyback & Top-Up Offer In January 2012, the Board announced the launch of an enhanced buyback facility and top up offer for subscription. The enhanced buy back facility enables participating shareholders' existing shares to be repurchased by the Company with the net proceeds from the buyback being wholly re-invested in new shares under an offer for subscription. Among the benefits to qualifying shareholders of an enhanced buy back facility is the ability to obtain income tax relief available on VCT shares in relation to the new shares issued under the offer. Due to strong demand for the enhanced buyback facility, the Company received more applications to participate than could be accommodated. Accordingly, the Board will continue to consider the implementation of such schemes in the future. Details of the results of the enhanced buyback and top-up offer are given on pages 22 - 23 of the Annual Report. Dividends The Board remains committed to a policy of maximising the stream of dividend distributions to shareholders from the income and capital gains generated by the portfolio. Dividend payments made to shareholders during the period amounted to £2.9m, equivalent to 5 pence per share. Since the original launch of Unicorn AIM VCT in 2001, qualifying shareholders have received approximately £26m in tax free dividend distributions. The Board has now considered the payment of a final dividend for the financial year ended 30 September 2012 and is pleased to propose a final dividend of 5 pence per share. The Board Malcolm Diamond, will be standing down as one of the Directors of the Company. He will do so immediately after the forthcoming AGM. Malcolm Diamond has been an invaluable source of experience, knowledge and wisdom. On behalf of my fellow Directors and myself, I would like to take this opportunity to pay tribute to his important contribution and, personally, to thank him for his constant support and advice. Outlook The economic outlook remains uncertain. It is to be hoped that the fragile UK economic recovery can be sustained despite the significant and as yet unresolved European debt crisis. It appears increasingly obvious that the future of the European Union rests on the ability of politicians to find and agree a workable solution to reduce the debt burden without further crippling the economies of individual member states. If such a solution can be found, then the economic outlook should start to improve noticeably. Stronger trading conditions in Europe would clearly be beneficial to the health of the UK economy and, in turn, should instil greater confidence in equity markets. In the meantime, the performance of the Company remains solid and shareholders should continue to benefit from the cautious approach to the management of the investment portfolio. This prudent approach has successfully preserved capital in difficult times while allowing the payment of attractive dividend income to be maintained. I remain confident that the portfolio has the potential to deliver continued capital growth once more benign economic conditions return. Peter Dicks Chairman 20 December 2012 INVESTMENT POLICY In order to achieve the Company's Investment Objective, the Board has agreed an Investment Policy which requires the Investment Manager to identify and invest in a diversified portfolio, predominantly of VCT qualifying companies quoted on AIM that display a majority of the following characteristics: Ø experienced and well-motivated management; Ø products and services supplying growing markets; Ø sound operational and financial controls; and Ø good cash generation to finance ongoing development allied with a progressive dividend policy. Asset allocation and risk diversification policies, including maximum exposures, are to an extent governed by prevailing VCT legislation. Specific conditions for HMRC approval of VCTs include the requirement that no single holding may represent more than 15% (by value) of the Company's total investments and cash, at the date of investment. VCT regulation The investment policy is designed to ensure that the Company continues to qualify and is approved as a VCT by HM Revenue & Customs ("HMRC"). Amongst other conditions, the Company may not invest more than 15% at the time of its investments in a single company and throughout the period must have at least 70% by value of its investments in shares or securities in VCT qualifying holdings, of which a minimum overall of 30% by value (70% for funds raised after 6 April 2011) must be in ordinary shares which carry no preferential rights (save as may be permitted under VCT rules). In addition, the Company must have at least 10% by value of its investment in each VCT qualifying company in ordinary shares which carry no preferential rights (save as may be permitted under VCT rules). The £1 million limit on the amount of investment a VCT may make into a particular company within a tax year has been abolished, except where that company trades in partnership or has a joint venture. A new rule requires that an investee company should not receive more than £5 million from State Aid sources, including VCTs, within any twelve month rolling period from the date of the VCT's investment. Asset mix Where capital is available for investment while awaiting suitable VCT qualifying opportunities, or in excess of the 70% VCT qualification threshold, it may be invested in collective investment funds or in non-qualifying shares and securities in smaller listed UK companies. Cash and liquid resources are held in low risk bank accounts and money-market funds. Borrowing To date the Company has operated without recourse to borrowing. The Board may however consider the possibility of introducing modest levels of gearing up to a maximum of 10% of the adjusted capital and reserves, should circumstances suggest that such action is in the interests of shareholders. Management The Board has overall responsibility for the Company's affairs including the determination of its investment policy. Risk is spread by investing in a number of different businesses across different industry sectors. The Investment Manager is responsible for managing sector and stock specific risk and the Board does not impose formal limits in respect of such exposures. However, in order to maintain compliance with HMRC rules and to ensure that an appropriate spread of investment risk is achieved, the Board receives and reviews comprehensive reports from the Investment Manager and the Administrator on a monthly basis. When the Investment Manager proposes to make any investment in an unquoted company, the prior approval of the Board is required. Mobeus Equity Partners LLP also provides Company Secretarial and Accountancy services to the VCT. INVESTMENT MANAGER'S REVIEW Investment Policy It is the aim of the Investment Manager to identify and invest in a diversified portfolio of companies that display a majority of the characteristics identified on page 7 of the Annual Report. Performance The audited net assets of the Company as at 30 September 2012 totalled £59.0m, equivalent to 102.3 pence per share. This compares with an audited net asset value per share of 103.3 pence as at 30 September 2011. After adding back dividends paid of 5 pence per share in the period, the total return amounted to 3.9%. Investment strategy The policy of investing in companies which have a demonstrable record of profitability and positive cash generation remains unchanged. The VCT qualifying and the non-qualifying portfolios are diversified both by sector and by number of investments held. The Company's portfolio remains above the threshold required to retain VCT qualifying status (whereby 70% of total assets must be invested in VCT qualifying companies). Your Investment Manager will continue to adopt a cautious approach to new investment opportunities. Alternative Investment Market (AIM) review The FTSE AIM All-Share Index ended the 12 months to 30 September 2012 marginally higher, resulting in a total return for the period of +1.6%. This modest increase masks a particularly volatile year for many AIM listed stocks. From a low point in early October 2011, the AIM Index mounted a sharp rally, rising by almost 12% over a four week period, before falling back to near its previous low point. In mid-December 2011, the Index began another significant upswing, this time rising by almost 25% in less than eight weeks. By the end of February 2012 however, the Index had reached a peak, from which it continued to fall progressively for the next four months. A modest recovery in the final weeks of the period under review meant the Index closed at only a slightly higher level than it had begun twelve months earlier. Much of the volatility associated with the FTSE AIM Index is caused by its significant weighting in junior mining and resource stocks. This is a sector of the market to which the Company has no direct exposure since mining and oil exploration companies are not typically qualifying investments. By contrast, the FTSE All-Share Index experienced a good year, delivering a total return of 17.3%. This increase was driven mainly by strong gains in mid to large cap stocks as evidenced by the 23.1% total return generated by the FTSE 250 Index over the same period. The relatively poor performance of the AIM Index in recent years inevitably creates challenges. In the short term, the risks associated with high volatility, poor liquidity and negative sentiment have conspired to make AIM appear an unattractive market in which to invest. As a consequence, the number of companies seeking to list on AIM has fallen, while there has also been an increase in the number of delistings over the past year. In addition, many mainstream institutional investors have become less active at the smaller end of the quoted market, which has exacerbated liquidity issues. Despite these problems, AIM remains a vibrant and evolving market with a constituent base numbering over 1,100 companies. The current appetite for investing in smaller AIM quoted companies remains subdued and this situation will probably only improve once wider market confidence returns. In the meantime, depressed markets offer Unicorn Asset Management the chance to selectively invest in neglected stocks at potentially significant discounts to our estimate of fair value. Merger & Acquisition activity, which has increased over the past year, is a normally reliable indicator that there is genuine value to be found. We expect corporate activity will remain a feature at the smaller end of the quoted market in the current financial year. Performance Review The monthly reported Net Asset Value of the Company remained remarkably stable over the past twelve months, despite it being a volatile year for the market as a whole. One of the key reasons for this stability lies in a conservative approach to portfolio construction. The investment portfolio is diversified both by number of holdings and by sector exposure. At the financial year end, the Company held 45 VCT qualifying and 28 non-qualifying active investments, which spanned a total of 16 different sectors. During the course of any normal year, there will inevitably be investments that do not meet expectations and which consequently disappoint in share price terms. The main thrust of our investment effort however, remains unchanged. We are seeking to identify established, well managed, profitable, cash generative and growing businesses in which to invest for the longer term. In addition, we continue to look for businesses which operate with minimal levels of debt. Since the financial crisis began in 2008, smaller companies have found it increasingly difficult to secure funding. Despite government intervention and a base rate maintained by the Bank of England at a record low of 0.5%, the major high street banks appear unable or unwilling to lend to companies on commercially acceptable terms. The management teams of many smaller quoted companies have had little choice other than to focus on fundamental values such as cash generation, working capital control and debt collection. It can therefore be argued that the withdrawal of the major banks from lending to the smaller end of the corporate market has imposed a healthy discipline. Companies that were heavily financially leveraged in the boom years became over-reliant on cheap credit and have since been forced into radical restructuring or have gone out of business. On the other hand, those businesses which maintained a prudent and conservative approach now find themselves in a strong financial position from which they are well placed to grow as and when sustained economic recovery returns. It is pleasing to report that the majority of our VCT qualifying companies fall into the second category. Analysis of the constituents of the portfolio reveals that over 50% of all companies in which we hold an investment have no debt whatsoever on their balance sheet. AIM focused Venture Capital Trusts that are conservatively managed and have successfully navigated the difficult market conditions of recent years, should offer reasonable prospects of capital preservation, while also remaining capable of producing regular, attractive and sustainable dividend income. Although clearly not immune from the effects of adverse market conditions, Unicorn AIM VCT has again demonstrated considerable resilience in the year under review and is well placed to continue generating sufficient capital and income reserves to cover current levels of dividend payments. As and when market conditions improve, the prospects for capital growth also remain good. Qualifying Investments A review of the main positive contributors to performance in the VCT qualifying portfolio follows (bracketed figures represent the share price movement for the year under review on a bid price basis):- Abcam (+11.0%) is a global leader in the manufacture and supply of therapeutic antibodies and protein research tools to the worldwide life science research market. Although Abcam had a relatively quiet year in share price terms, the business continued to expand at a healthy rate. Reported results for the financial year ended 30 June 2012 confirmed further strong growth in both revenues and profits. Annual revenues increased by 17.5% to £97.8m, while adjusted operating profits grew by 20.9% to £38.6m. Tight cost control enabled the business to increase adjusted operating margins to 39.4% (2011: 38.3%). Underlying cash generated from operations also grew healthily, rising to £37.7m from £33.1m in the previous financial year. Abcam retains a strong balance sheet with net cash of £17.5m at the year-end (2011: £55.6m), despite spending over £56m on acquisitions and acquisition related costs during the year. Abcam remains the largest VCT qualifying investment in the portfolio. In order to mitigate this stock specific risk, further partial disposals were made during the financial year. The net amount of these realisations was £780k and the realised capital gain was £583k, at an average price on disposal of nearly £3.91 per share. As at 30 September 2012, the market capitalisation of Abcam was in excess of £792m. Accumuli (+41.9%) is a provider of advanced IT security services. Having acquired a number of businesses in the recent past, the management team at Accumuli are now focusing investment on capabilities and in people. All acquisitions have been successfully integrated and the range of products and services is currently being reviewed and selectively expanded. A new Chief Executive was appointed in August to help drive the Group forward in this new phase of its growth. Anpario (+30.5%) is an international supplier of natural, high performance feed additives to enhance health, growth and sustainability in agriculture and aquaculture. The Group's performance continues to be very encouraging despite disruption in the Middle East combined with challenging trading conditions in European markets. Interim results for the six months to 30 June 2012 demonstrate the progress made in growing the business. Revenues increased by 16% to £10.82m (2011: £9.36m), whilst earnings per share rose by 20% to 5.25 pence per share (2011: 4.36 pence per share). Net cash at the period end amounted to £2.83m. Avingtrans (+75.8%) designs, manufactures and supplies critical components to the medical, energy, industrial and global aerospace sectors. The progress reported in last year's performance review continued in the period under review. Group revenues and adjusted earnings each grew by more than 20% for the second successive year. Buoyant demand from the civil aerospace market was responsible for the bulk of this growth and this division's order book was reported to be at record levels as at 31 May 2012. The need to replace an ageing aircraft fleet has become the principal driver of demand and the major global aircraft manufacturers have all reported significant order backlogs as a consequence. The long term nature of such orders provides comfort that Avingtrans can continue to expand its operations in this area. Financial results for the twelve month period to 31 May 2012 reflect a growing confidence in the outlook. Having reinstated dividend payments last year it was also encouraging to note the significant uplift in the proposed final dividend from 0.4 pence per share to 1 pence per share. Cohort (+39.5%) is a technology group with three operating subsidiaries each of which is focused on providing specialist technical products or services, primarily to the defence market. In the financial year ended 30 April 2012, Cohort achieved a record trading profit while simultaneously increasing its order book and net funds. Each of the three operating subsidiaries improved their trading performance during the period. The Group is benefitting from a good order book, strong net fund position and operational momentum, providing a solid foundation for the current financial year. As of 31 July 2012, the Group's order book stood at £111m (30 April 2012: £107.1m). The Group has also maintained strong net cash balances which were in excess of £12m as at 10 September 2012 (30 April 2012: £14.1m). Driver Group (+212.6%) is a global construction consultancy. As a result of continued strong trading the Board has announced that financial results for the twelve month period ended 30 September 2012 exceeded management expectations. The Board also noted that the integration of Trett Consulting has now been successfully completed. Demand for Driver's specialist services is reported to be particularly strong in the Middle East and in Africa. Idox (+68.6%) is a leading independent supplier of software and services to the UK public sector and other markets. In the six month period ended 30 April 2012, Idox delivered total revenue growth of 58% to £28.6 m (H1 2011: £18.1m) with organic revenue growth of 10%. Reported pre-tax profit increased by 76% to £3.5m (H1 2011: £2.0m). Recent acquisitions have been quickly and effectively integrated and, as a result, the Group has been able to expand operations across an international market place, thereby reducing reliance on the UK public sector. Tracsis (+111.0%) is a provider of operational planning software and consultancy services to the transport industry. The past year has been a successful one as the Group achieved both substantial organic and acquired growth. In a trading update on 26 June 2012, the board of Tracsis announced that forecast revenues for the financial year ended 31 July 2012 would be in excess of £8.5m (2011: £4.1m), with adjusted EBITDA in excess of £3.0m (2011: £1.2m). Net cash at the end of July 2012, was c. £7.5m. The business remains debt free. A small number of qualifying companies encountered significant operational or trading difficulties during the year:- Green Compliance (-87.6%) is a provider of water, fire and pest control services to UK businesses nationwide. Over the past 18 months, Green Compliance has continued with its `buy and build' strategy with four further acquisitions completed in the financial year ended 31 March 2012. A major integration project across the sixteen entities acquired to date has also now been successfully concluded. Despite this progress, the business is operating in an increasingly competitive environment leaving profit margins under significant pressure. As a result, the business has struggled to meet profit expectations and share price performance has been disappointing with the share price falling by almost 90% in the period under review. In July 2012, a loan note issue was completed raising £750,000 for working capital purposes. Unicorn AIM VCT invested £250,000 in this loan note issue. The loan notes attract interest at a rate of 12% per annum and are convertible at a price of 50 pence per share. Your Investment Manager is cautiously optimistic that this round of financial support for Green Compliance may prove to be a turning point in the fortunes of the business. Instem plc (formerly Instem Life Science Systems) (-44.3%) is a software company focused on the life sciences and biotechnology markets. Instem has developed world leading software enabling pharmaceutical companies to collect, analyse and report large volumes of complex scientific data in an accurate and efficient manner. In the six month period to 30 June 2012, the business reported flat revenues of £4.9m (H1 2011: £4.9m), whilst profits were down sharply. Anticipated sales growth did not materialise in the period and as a result margins were impacted because of higher costs associated with previous investment in people and product development. Encouragingly, the sales team is reported to be working on multiple contract opportunities from both new and existing customers. In the meantime, recurring revenues account for 74% of total sales, giving the business good visibility, whilst the balance sheet remains strong with net cash at 30 June 2012 of £1.8m. SnackTime (Ordinary Shares -63.4%) is the third largest vending company in the UK. Unfortunately, SnackTime continues to experience difficult trading conditions primarily due to the economic slowdown in the UK and the negative impact on consumers' discretionary spending habits. In a recent trading update, the new Executive Chairman reported on the successful implementation of cost savings that will reduce operating costs by £250,000 in the second half of this company's current financial year. It is the Board's stated intention to write off all exceptional expenditure incurred in achieving these cost savings. Although trading has weakened over the past twelve months, profits before exceptional costs, interest, tax and depreciation remain modestly positive. In 2008, a separate £550,000 investment was made in SnackTime in the form of loan notes. The loan notes attract interest at a rate of 8% per annum. To date, all interest payments have been received in full, and by the due date. Surgical Innovations (-31.1%) is a designer and manufacturer of innovative medical devices for use in minimally invasive surgery. Having enjoyed a particularly successful period in business development and share price terms last year, the period to 30 September 2012 proved more challenging. Product innovation and development remain strong, although securing large-scale adoption of their unique, patented `part-reusable, part disposable' product range has been difficult. Surgeons, who typically use such devices, are justifiably cautious when considering the wide-scale use of new technologies and the market itself is dominated by a relatively small number of long established, major brands. Hence, it is a difficult market to penetrate, especially for small businesses such as Surgical Innovations. In the first half of their financial year ended 30 June 2012, sales and pre-tax profits were both lower on a like-for-like basis primarily because of a reduction in sales to OEM partners. Encouragingly, the sale of Surgical Innovations' own branded products grew by almost 9% despite challenging market conditions and the management team has reiterated their confidence in delivering further growth in the current financial year. Two other qualifying holdings struggled in share price terms during the year and generated significant, unrealised capital losses as a result:- Animalcare (-14.8%) is a leading supplier of veterinary medicines made up of three product groups: licensed veterinary medicines, companion animal identification and animal welfare products. The financial year ended 30 June 2012 was a difficult period for Animalcare. The licensed veterinary medicines division continued to grow, albeit more slowly than hoped, but there was a marked reduction in sales of both animal identification and welfare products during the year. As a result, underlying basic earnings per share fell by 25% to 8.8p (2011: 11.8p) on revenues which were down by 8.2% to £10.9m (2011: £11.8m). Encouragingly, the year end cash position grew from £1.2m to £2.3m and the proposed total dividend for the year was increased by 12.5% to 4.5p (2011: 4p), underlining the Board's confidence in the growth prospects for the business. A partial disposal was made in Animalcare early in the period under review generating a capital gain on disposal of £428,000. Mattioli Woods (-17.6%) is a specialist pensions consultancy and wealth management business. Mattioli Woods recently reported another 12 months of strong progress. Revenues grew by 33% to £20.5m in the year to 31 May 2012. The acquisition of Kudos, a wealth management and employee benefits business, which completed in August 2011, is reported to have contributed £4.3m of this increase in revenues. During the period, total assets under administration and advice increased by 31.3% to just over £3bn. As an expression of confidence in the prospects for the business, the Board has recommended a 12.1% increase in the proposed total dividend for the year. Both of these businesses are in sound financial condition, are run by capable management teams and their growth prospects over the longer term remain strong. New qualifying investments At the financial year end the Company held over 77.3% of total assets in VCT qualifying businesses as calculated in accordance with HMRC tax valuation rules. New VCT qualifying investments are only made if the companies concerned meet the Manager's clearly defined investment criteria. During the period no new VCT qualifying companies were introduced to the portfolio. Realisations Realisations totalling £5.8m were made in the year to 30 September 2012. Merger and acquisition activity resulted in the disposal of two qualifying and two non-qualifying holdings during the period. In addition, four holdings in the non-qualifying portfolio were sold in the open market, whilst partial disposals were made in a number of other holdings. Lees Foods and Prologic, both VCT qualifying investments, were subject to successful takeover approaches during the period and were subsequently delisted, whilst in the non-qualifying portfolio, Morson Group and Parseq also delisted following successful bid approaches. The cash proceeds from each of these corporate transactions have been received in full. Including partial disposals, the total realised capital gain from the sale of investments amounted to £1,263,000. Non-qualifying investments The non-qualifying part of the portfolio performed satisfactorily during the year. A particular highlight was the 76% rise in the share price of Tangent Communications. Tangent is a digital marketing and printing specialist with a blue chip corporate client base, a rapidly expanding online print division and a growing reputation for service excellence. A VCT qualifying stake in Tangent was originally purchased in Unicorn AIM VCT II in February 2007. The book cost of this initial investment was £500,000 at a price of 13 pence per share. In the following three and a half years to the end of 2010, Tangent continued to develop as a business whilst remaining profitable, despite the impact of the wider financial crisis. Notwithstanding this encouraging progress, the share price continued to drift lower. In March 2009, 1.85m additional shares were purchased in the secondary market for the non-qualifying part of the portfolio at a price of 2.25 pence per share. In December 2010, this holding was significantly increased with the purchase of a further 10m shares at a price of 4.1 pence per share. Tangent's financial results for the year ended 29 February 2012 showed that whilst revenues remained broadly flat at c. £22m, the pre-tax profits of the business increased by 38% to £1.45m. The business remains cash generative and debt free, with cash on the balance sheet amounting to £1.8m. As at 30 September 2012 Tangent's share price had risen to over 9 pence per share. The opportunities for further growth in this business remain exciting. On 5 November 2012, £800,000 was invested in new qualifying shares in Tangent Communications at a price of 10 pence per share. Details of post balance sheet events can be found in Note 24 on page 54 of the Annual Report. Other non-qualifying investments which performed strongly include Brady (+36.7%), Charles Taylor Consulting (+30.7%), Chime Communications (+21%), Scapa Group (+48%) and VP (+37.7%). The return from the non-qualifying portfolio was depressed somewhat by three investments which generated material, albeit largely unrealised capital losses in the period:- ATH Resources (-89.9%) is a UK coal mining operation that encountered severe operational and financial difficulties during the year and is now unlikely to survive in its current form. A partial disposal of this holding was made towards the end of the period. Unfortunately, the value of the remaining holding is unlikely to recover. Renold (-13.5%) is a manufacturer of industrial chain and torque transmission products. Financial results for the year ended 31 March 2012, showed a near threefold increase in operating profit to £12.0m from £4.3m the previous year on sales revenues of £209.5m (2011: £191.0m). Renold is highly operationally geared and since entering its current financial year, the business has experienced weaker demand, especially in many European markets. This decline in sales has impacted operating profit margins and interim results are likely to be substantially below expectations as a consequence. Although the recent profit warning represents a disappointing setback, this holding is being retained in the belief that sales and profit growth will resume in due course. Specialist Energy Group (-67.8%) is a specialist engineering group. Its main operating subsidiary, Hayward Tyler, manufactures a range of fluid filled electric motors and pumps that are designed to operate in the most demanding of applications and in the harshest environments. Despite securing a £5m subscription at 50 pence per share and successfully completing new banking arrangements with Standard Chartered Bank, the share price suffered significant declines during the period. At the end of September 2012, the bid price for the shares was 13 pence per share. This represents an unrealised capital loss of approximately £550,000. Historic supply chain issues combined with the financial uncertainty surrounding the business prior to the completion of the new financing have contributed to this significant decline in value. However, it is to be hoped that with these key issues now successfully resolved, the business can begin to recover both operationally and in share price terms. The holding is being retained in the belief that this recovery is now underway. Within the non-qualifying part of the portfolio, the contribution to performance from the investment in sub-funds of the Unicorn Investment Funds OEIC remained strong. All three sub-funds of the Unicorn Investment Funds OEIC held by the VCT performed well in the period under review. Total returns from these investments ranged between 4.8% from the Unicorn UK Smaller Companies Fund to 21.0% from the Unicorn Outstanding British Companies Fund. In order to effectively manage liquidity within the portfolio, the holdings in Unicorn UK Income Fund and Unicorn Outstanding British Companies Fund were disposed of in their entirety during the period, whilst a partial disposal was made in the Unicorn UK Smaller Companies Fund. The Investment Manager's fees are based on the net asset value of the Company excluding the value of the investments in these OEIC Funds. Details are set out in Note 3 of the Annual Report. The continuing strategy for the non-qualifying portfolio is to build revenue reserves through investment in smaller quoted companies that are sensibly valued and which have an established track record of paying dividends together with the aim of pursuing a progressive dividend policy. Prospects The global macro-economic picture remains unclear. Although the rate of growth in emerging markets may be slowing, most analysts now appear more confident that a `soft landing' in the key Chinese economy is achievable. The indicators emerging from many other developing nations are also relatively encouraging. Growth rates in India, Mexico, Turkey and parts of Africa have all remained robust. At the same time, many recent economic statistics from the world's largest developed economy, the United States, suggest that recovery there is now underway. Unemployment rates in the US have been falling steadily, while job creation, average daily US consumer spending rates and economic confidence have all been positive. Manufacturing output has also been improving and the economically important construction sector is showing signs of recovery. House prices appear to have stabilised and the number of new houses under construction is rising. Meanwhile inflation remains subdued, which reinforces the view that the Federal Reserve will maintain a relaxed approach to monetary policy. Typically, a combination of growth and low inflation is good for stock markets and recent evidence suggests that institutional investors are beginning to increase equity weightings. The debt crisis in Europe, however, remains of huge concern. The much debated austerity measures, imposed on stricken European Member States as a condition for receiving financial bailouts, are hampering efforts to rekindle economic growth in the region. Although it is unusual for economists to agree, it does appear that most concur with the basic premise that debt reduction without economic growth or inflation is almost impossible to achieve. Despite the sustained rally in UK equity markets in recent months, investors remain cautious. It can be argued that much of the profit recovery experienced by the corporate sector in the past three years has been driven by cost-cutting, productivity improvements and a slow return to more `normal' trading conditions following the wide scale de-stocking experienced in the wake of the banking collapse in 2008. In order to sustain ratings at current levels, it now appears necessary for these companies to return to top line sales growth. The ability to achieve sales growth, in an environment where overall economic growth is subdued at best, will be a crucial element in supporting the valuation of individual businesses. The FTSE AIM All-Share Index has failed to keep pace with the wider market rally seen in recent months. In theory, the widening of the relative valuation gap between larger companies and their typically smaller counterparts listed on AIM throws up interesting investment opportunities. While we will undoubtedly seek to exploit these opportunities it is also important to note that we regard capital preservation as a priority for the foreseeable future. We will only increase our exposure to VCT qualifying investments as and when we are able to identify companies that meet our investment criteria and which are available at attractive valuations. In parallel, we will continue to develop the non-qualifying portfolio, with the principal aim of increasing the capital and revenue reserves available for distribution to shareholders over the longer term. The portfolio is composed of a diverse range of businesses operating across a number of different sectors. In many cases our investee companies sell specialised products or services into niche, but growing, markets. The majority are sustainably profitable, soundly financed and well managed companies. A focus on maintaining balance sheet strength and healthy cashflows during the darkest of times has enabled many of these businesses to survive. The logical conclusion is that they should now be well placed to prosper once wider economic conditions improve. Chris Hutchinson Unicorn Asset Management Limited 20 December 2012 STATEMENT OF DIRECTORS' RESPONSIBILITIES The Directors are responsible for preparing the Directors' Report, the Directors' Remuneration Report and the financial statements in accordance with applicable law and regulations. They are also responsible for ensuring that the Annual Report includes information required by the Listing Rules of the Financial Services Authority. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom accounting standards and applicable law). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements the Directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions, to disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements 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. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements and other information included in annual reports may differ from legislation in other jurisdictions. The Directors confirm, to the best of their knowledge: a) that the financial statements, which have been prepared in accordance with UK Generally Accepted Accounting Practice and the 2009 Statement of Recommended Practice, `Financial Statements of Investment Trust Companies and Venture Capital Trusts' give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and b) that the management report, comprising the Chairman's Statement, Investment Manager's Review, Investment Portfolio Summary and Directors' Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces. b) The names and functions of all the Directors are stated on pages 20 - 21 of the Annual Report. For and on behalf of the Board: Peter Dicks Chairman 20 December 2012 PRIMARY FINANCIAL STATEMENTS Income Statement for the year ended 30 September 2012 Year ended Year ended 30 September 2012 30 September 2011 Notes Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 Net unrealised gains on investments - 2,057 2,057 - 781 781 Net gains on realisation of investments - 364 364 - 1,170 1,170 Income 2 1,137 - 1,137 1,103 - 1,103 Investment management fees 3 (249) (746) (995) (276) (829) (1,105) Other expenses (501) - (501) (539) - (539) Profit on ordinary activities before taxation 387 1,675 2,062 288 1,122 1,410 Tax on profit on ordinary activities - - - - - - Profit on ordinary activities after taxation for the financial year 387 1,675 2,062 288 1,122 1,410 Basic and diluted earnings per share: Ordinary Shares 5 0.66p 2.88p 3.54p 0.48p 1.89p 2.37p All revenue and capital items in the above statement derive from continuing operations of the Company. There were no other recognised gains or losses in the year. The total column of this statement is the profit and loss account of the Company. Other than revaluation movements arising on investments held at fair value through the Profit and Loss Account, there were no differences between the profit as stated above and at historical cost. The notes below form part of these financial statements. Balance Sheet for the year ended 30 September 2012 30 September 2012 30 September 2011 Notes £'000 £'000 £'000 £'000 Fixed assets Investments at fair value 57,806 59,563 Current assets Debtors and prepayments 183 177 Current investments 720 779 Cash at bank 532 650 1,435 1,606 Creditors: amounts falling due within one year (244) (722) Net current assets 1,191 884 Net assets 58,997 60,447 Capital Called up share capital 576 585 Capital redemption reserve 332 283 Share premium account 32,331 28,422 Revaluation reserve 3,860 2,685 Special distributable reserve 12,940 18,838 Profit and loss account 8,958 9,634 Equity shareholders' funds 58,997 60,447 Basic and diluted net asset value per share of 1 pence each: Ordinary Shares 16 102.34p 103.34p The notes below form part of these financial statements. Reconciliation of Movements in Shareholders' Funds For the year ended 30 September 2012 30 September 2012 30 September 2011 Notes £'000 £'000 Opening Shareholders' funds at 1 October 60,447 62,279 Net share capital bought back in the year (4,487) (4,173) Net share capital raised 3,901 3,309 Profit for the year 2,062 1,410 Dividends paid 4 (2,926) (2,378) Closing Shareholders' funds at 30 September 58,997 60,447 The notes on pages 39 to 54 form part of these financial statements. Cash Flow Statement For the year ended 30 September 2012 30 September 2012 30 September 2011 Notes £'000 £'000 £'000 £'000 Operating activities Investment income received 1,115 1,306 Other income received - 50 Investment management fees paid (994) (1,106) Other cash payments (538) (781) Net cash outflow from operating activities (417) (531) Investing activities Purchase of investments (1,586) (7,834) Sale of investments 5,790 11,817 4,204 3,983 Equity dividends Dividends paid 4 (2,926) (2,378) Net cash inflow before liquid resource management and financing 861 1,074 Management of liquid resources Decrease/(increase) in current investments 59 (404) Financing Share capital raised 3,945 3,309 Share capital bought back (4,983) (3,678) (1,038) (369) Net (decrease)/increase in cash (118) 301 The notes below form part of these financial statements. NOTES TO THE ACCOUNTS 1 Basis of accounting The accounts have been prepared under UK Generally Accepted Accounting Practice (UK GAAP) and the Statement of Recommended Practice, `Financial Statements of Investment Trust Companies and Venture Capital Trusts' ("the SORP") issued by the Association of Investment Companies in January 2009. As a result of the Directors' decision to distribute capital profits by way of a dividend, the Company revoked its investment company status as defined under section 266(3) of the Companies Act 1985, on 17 August 2004. 2 Income 2012 2011 £'000 £'000 Interest receivable - from bank deposits - - - - Income from investments - from equities 964 906 - from loan stocks 110 106 - from money-market funds and Unicorn managed OEICs 63 91 1,137 1,103 Total income 1,137 1,103 Total income comprises Dividends 1,027 997 Interest 110 106 Other income - - 1,137 1,103 Income from investments comprises Listed UK securities 338 222 Listed Overseas securities 4 6 AiM and unlisted UK securities 795 875 1,137 1,103 3 Investment Manager's fees 2012 2012 2012 2011 2011 2011 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 Unicorn Asset Management Limited 249 746 995 276 829 1,105 Unicorn Asset Management Limited ("UAML") receives an annual management fee of 2% of the net asset value of the Company, excluding the value of the investments in the OEICs, which are also managed by UAML. The annual management fee charged to the VCT is calculated and payable quarterly in advance. In the year ended 30 September 2012, UAML also earned fees of £98,000 (2011: £124,000), being OEIC management fees calculated on the value of the VCT's holdings in each OEIC on a daily basis. This management fee is 1.25% per annum of the OEIC value for each of Unicorn Smaller Companies OEIC, Unicorn Free Spirit OEIC, Unicorn Mastertrust OEIC and Unicorn UK Income OEIC (fully disposed of in January 2012), with 1% per annum charged on the value of Unicorn Outstanding British Companies OEIC (fully disposed of in November 2011). The management fee will be subject to repayment to the extent that there is an excess of the annual costs of the Company incurred in the ordinary course of business over 3.6% of the closing net assets of the Company at the year end. Any amount repayable will be paid by the Manager within 5 business days of the approval of the annual accounts for the relevant year-end, or set off against the next quarterly fee instalment payable to the Manager following such approval. There was no excess of expenses for this year or the prior year. Under an Amended Incentive Agreement with UAML dated 12 April 2010 (which replaces all previous incentive agreements), the Investment Manager is entitled to a performance incentive fee of 20% of any cash distributions (by dividend or otherwise) paid to shareholders in excess of 6 pence per Ordinary Share paid in any accounting period - "the target return" and subject to the maintenance of a net asset value (NAV) per share of 125p or more, as calculated in the annual report and accounts for the year relating to such payments. The target return applies for accounting periods starting after 1 October 2010. In the event that the target return of 6 pence per share is not paid in a particular accounting period, the shortfall of such distributions will be carried forward to subsequent accounting periods and any incentive fee will not be payable until this shortfall is met. No incentive fee is payable for the year ended 30 September 2012 and none was paid for the year ended 30 September 2011. 4 Dividends 2012 2011 £'000 £'000 Amounts recognised as distributions to equity holders in the year: Ordinary Shares Final capital dividend of 4.25p per share for the year ended 30 September 2011 paid on 10 February 2012 2,486 - Final income dividend of 0.75p per share for the year ended 30 September 2011 paid on 10 February 2012 440 - Final capital dividend of 4p per share for the year ended 30 September 2010 paid on 14 January 2011 - 2,378 2,926 2,378 Any proposed final dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. Set out below are the total income dividends payable in respect of the financial year, which is the basis on which the requirements of Section 274 of the Income Tax Act 2007 are considered. 2012 2011 £'000 £'000 Revenue available for distribution by way of dividends for the year 387 288 Proposed final income dividend of 0.5p (2011: 0.75p) for the year ended 30 September 2012 287 439 5 Basic and diluted earnings and return per share 2012 2011 £'000 £'000 Total earnings after taxation: 2,062 1,410 Basic and diluted earnings per share (note a) 3.54p 2.37p Net revenue from ordinary activities after taxation 387 288 Revenue earnings per share (note b) 0.66p 0.48p Net unrealised capital gains 2,057 781 Net realised capital gains 364 1,170 Capital expenses (746) (829) Total capital return 1,675 1,122 Capital earnings per share (note c) 2.88p 1.89p Weighted average number of shares in issue in the year 58,206,100 59,414,982 Notes a) Basic and diluted earnings per share is total earnings after taxation divided by the weighted average number of shares in issue. b) Revenue earnings per share is net revenue after taxation divided by the weighted average number of shares in issue. c) Capital earnings per share is total capital return divided by the weighted average number of shares in issue. There are no instruments in place that will increase the number of shares in issue in future. Accordingly, the above figures currently represent both basic and diluted returns. 6 Net asset values 2012 2011 £'000 £'000 Net Assets 58,997 60,447 Number of shares in issue 57,646,506 58,492,674 Net asset value per share 102.34p 103.34p 7 Related party transactions Under the terms of the previous agreement dated 1 October 2001, and the amended agreement dated 9 March 2010, the Company has appointed UAML to be the Investment Manager. The fee arrangements for these services and the fees payable are set out in note 3. At the year-end, UAML was owed £44,000 by the Company for funding some of the costs of the EBB and Top Up Offer incurred in the year. UAML has not charged any fees for their involvement in the EBB and Top Up Offer. In the previous year, UAML had received a fee of £188,000 for acting as promoter to the company, for that year's fundraising. 8 Dividends The Directors have proposed a final dividend of 5 pence per share. The dividend will be paid on 8 February 2013 to Shareholders on the Register on 11 January 2013. Shareholders who wish to have dividends paid directly into their bank account rather than sent by cheque to their registered address can complete a mandate for this purpose. Mandates can be obtained by telephoning the Company's Registrars, Capita Capita Registrars on 0871 664 0300, (lines are open 8.30 am - 5.30 pm Mon - Fri, calls cost 10p per minute plus network extras - if calling from overseas please ring +44 208 639 2157) or by writing to them at Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. Alternatively you may visit their website, www.capitaregistrars.com/shareholders. 9 Post balance sheet events On 5 November 2012, £800,000 was invested in new qualifying shares in Tangent Communications plc. 10 Statutory information These are not full accounts in terms of section 434 of the Companies Act 2006. The Annual Report for the year to 30 September 2012 will be sent to shareholders shortly and will then be available for inspection at 30 Haymarket, London SW1Y 4EX, the registered office of the Company. Copies of the Annual Report will shortly be available on the Company Secretary's and the Investment Manager's websites, details of which can be found at www.unicornaimvct.com. Statutory accounts will be delivered to the Registrar of Companies after the Annual General Meeting. The audited accounts for the year ended 30 September 2012 contain an unqualified audit report. 11 Annual General Meeting The Annual General Meeting of the Company will be held at 10.00 am on Thursday, 7 February 2013 at the offices of Mobeus Equity Partners, 30 Haymarket (4th floor), London SW1Y 4EX. Contact details for further enquiries: Chris Hutchinson of Unicorn Asset Management Limited (the Investment Manager), on 020 7253 0889. Robert Brittain at Mobeus Equity Partners LLP (the Company Secretary) on 020 7024 7600 or by e-mail on unicorn@mobeusequity.co.uk DISCLAIMER Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
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