Half-yearly Report
Unicorn AIM VCT plc ("the Company")
Half-Yearly Report for the six months ended 31 March 2010
Investment Objective
The objective of the Company 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.
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:
- experienced and well-motivated management;
- products and services supplying growing markets;
- sound operational and financial controls; and
- good cash generation to finance 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 investments, at
the date of that investment.
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 regular basis. When the Investment Manager proposes to make an investment
in an unquoted company, the prior approval of the Board is required.
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.
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 20% of net assets, should circumstances suggest that such action
is in the interests of shareholders.
Chairman's Statement
I am pleased to present the Half-Yearly Report of the Company for the six
months ended 31 March 2010. The share class consolidation and merger with
Unicorn AIM VCT II plc was successfully completed in the period. Further
details of how the merger was undertaken are contained in Note 8 to the
Accounts below. The merger has resulted in the Company becoming the largest
AIM-based VCT in the market, with net assets as at 31 March 2010 of £58m.
Review of performance
The period under review witnessed the start of a weak economic recovery, with
the Treasury announcing that Britain had officially emerged from recession
during the last three months of 2009. The announcement brought to an end six
consecutive quarters of economic contraction and although the recovery remains
at an early stage, there is increasing evidence that the Bank of England's
policy of maintaining very low interest rates and the injection of £200bn of
additional liquidity into the financial system (quantitative easing) is having
a positive effect.
As is often the case, the stock market anticipated the change in economic
fortune and continued to recover strongly from the lows reached in March 2009.
The rebound, initially led by gains in financially distressed companies, which
the market had effectively priced for failure, has now become much more broadly
based.
In the six month period to the end of March 2010, the FTSE All-Share Index rose
by 12.2% on a total returns basis, while the FTSE AIM All-Share Index
registered a gain of 9.5%.
The Company's investment portfolio also performed quite well despite suffering
a small number of stock specific setbacks. Given the recent consolidation of
five different share classes, it is not practical to make meaningful
performance comparisons, however, the equity value of the combined investment
portfolios rose by 6.9% overall during the period.
The net assets of the Company as at 31 March 2010 were £58m, which is almost
unchanged from the combined net asset figure for the five different share
classes as at 30 September 2009. During this six month period, across the two
VCTs a total of £2.8m was paid to shareholders by way of dividends, a further £
244,000 spent on share buybacks at an average discount of 24.1%, while the
total cost of the merger absorbed £310,000. If these figures were to be added
back then the total net assets of the enlarged Company would have shown an
increase of 5.8% over the period.
Over the six months there was a net gain on investments of £3.1 million and the
total gain on ordinary activities after taxation was £2.8 million, the
equivalent of 6.6 pence per share. The loss on the revenue account was £
109,000.
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. Prior to the merger, shareholders across the two VCTs received
more than £20m in tax free dividend distributions. The Board will next consider
the payment of a dividend when reviewing the Annual Report and Accounts after
the end of the current financial year.
Investments
The Mining and Oil & Gas sectors, which together account for over 35% of the
FTSE AIM All-Share Index, delivered strong returns over the past six months as
energy and metals prices rose in response to increased global demand. The
portfolio does not include investments in companies that operate in these areas
of the market since they typically do not meet the criteria for VCT
qualification. Despite this significant underweighting and disappointments from
a small number of holdings, the overall performance of the portfolio was
encouraging.
As the economy slowly recovers from the deepest and longest recession of the
past sixty years, it is particularly pleasing to draw attention to companies
within the portfolio, which have grown successfully despite the downturn.
Abcam (+40%) - Abcam is one of the world's leading manufacturers and
distributors of therapeutic antibodies to the global pharmaceutical research
market and has grown to be the fund's largest holding. During the period, Abcam
demonstrated the value of operating in a high growth, high value, niche market
by once again delivering results which were substantially above market
expectations. The share price has also been consistently strong, with the
shares ending the period at an all time high, valuing the business at more than
£450m. Your Investment Manager continues to adopt a prudent approach to
portfolio risk management and a proportion of the holding in Abcam was sold in
the period realising proceeds of £1.1m and a capital gain of almost £1m.
Following this partial disposal, along with a series of earlier sales, the
investment in Abcam accounted for 11.7% of the Company's total assets at the
period end.
Animalcare (+40%) - Animalcare is a manufacturer and supplier of pharmaceutical
and other premium products to the veterinary and animal livestock sectors. For
the six months to 31 December 2009, the Board of Animalcare announced a revenue
increase of 15% and adjusted operating profits growth of 62%. The business is
enjoying a period of strong growth as it successfully develops and sells drugs
for use in the companion animal market. This growth was more than sufficient to
compensate for what management describe as a challenging market for the
company's livestock products.
SnackTime (+38%) - Following a series of acquisitions, combined with strong organic
growth, SnackTime has rapidly become one of the UK's largest national operators of
snack and chilled drink vending machines. In the six month period to the end of
September 2009, the company announced growth in turnover of 16%, which translated
into a near fivefold increase in profits before tax. At the end of 2009, SnackTime
successfully raised £5.8m through an equity placing in order to fund further acquisitions.
At the other end of the spectrum, there were inevitably some investee companies
which struggled to cope with the impact of the recession.
Hexagon Human Capital (-100%) - Hexagon was one of the UK's leading providers
of executive search and senior interim management. The business initially grew
rapidly through acquisition, but went into the economic downturn with high
levels of debt. Strenuous efforts were made by a new management team in an
attempt to restructure the balance sheet, but these efforts ultimately failed
to satisfy creditors and administrators were appointed to the business in March
2010.
Cohort (-45%) - In December 2009, Cohort, technology consultants primarily to
the defence sector, issued a surprise profit warning relating to revenue
overstatements at one of its subsidiaries dating back to April 2008. The Cohort
share price fell by 45% as a result. Since this announcement, the management
team conducted a thorough review of all three operating subsidiaries and
implemented a number of improvements designed to prevent a recurrence of such
accounting shortcomings. After the period end, Cohort announced that it had won
new contracts worth over £60m in total and, encouragingly, the share price has
begun to recover.
Augean (-34%), Avingtrans (-24%), Driver Group (-42%), Hasgrove (-34%), Maxima
(-18%), Shieldtech (-41%), Universe Group (-43%) and Vindon Healthcare (-32%)
have all suffered to a greater or lesser extent from a decline in demand for
their products or services. In the main, management teams responded swiftly to
deteriorating trading conditions by cutting costs, although it is likely that
some may have underestimated the length and depth of the recession. Your
Investment Manager believes that these are fundamentally sound businesses and
is confident that in most cases, value can be restored.
In contrast, a number of holdings registered significant share price gains
during the period under review including; Access Intelligence (+23%),
EG Solutions (+85%), Huveaux (+42%) and Sanderson Group (+77%). All these
businesses suffered significant share price declines during the downturn,
but each has since been able to demonstrate resilience. Evidence of stabilisation
in underlying trading combined with significant new contract wins have been key
factors driving recovery in market valuations.
Green Compliance was the only new VCT qualifying investment made in the period.
Green Compliance was effectively a cash shell which raised almost £10m from
institutional shareholders to fund an acquisition strategy in the 'blue collar'
compliance sector. Particular emphasis is placed on identifying businesses that
offer specialist compliance services related to water hygiene, fire and pest control.
In March 2010, the company announced the acquisition of Waterchem, a specialist
provider of water hygiene and water treatment services principally to facilities
management companies. The Chief Executive of Green Compliance is John Prowse,
the former Managing Director of Connaught Plc's highly successful compliance division.
Further VCT qualifying investments were made in Access Intelligence, Kiotech
and Tristel as all three businesses are considered by the Manager to offer
superior growth prospects.
The qualifying investment in Melorio was disposed of in its entirety during the
period, realising a small capital gain.
Three companies, Essentially Group, Glisten and Supporta, received takeover
approaches in the six months to 31 March 2010 each at a substantial premium to
their share prices immediately prior to the bid approaches. In the case of
Essentially Group, consideration was received in the form of Chime
Communications shares, whilst Supporta was acquired by Mears Group in an all
share transaction. These holdings have therefore been retained as VCT
qualifying investments. After the period end, the investment in Glisten was
sold for cash to Raisio, a Finnish food manufacturer, realising a capital gain
of £1.1m.
Three new investments were made for the non-qualifying portfolio in the period,
Caretech, Morson and Renew Holdings. Caretech is a provider of social care
services, Morson is the UK's leading provider of technical engineering
personnel, while Renew Holdings is a specialist engineering and construction
services group. Morson and Renew have been included in the portfolio because
they offer attractive recovery prospects together with healthy, sustainable
dividend yields, while Caretech has been selected for its defensive
characteristics, consistent track record and prospects of generating superior
long-term capital growth.
In aggregate, the Fund remains well above the VCT qualifying threshold required
by HM Revenue & Customs, with approximately 83% of the Company's total assets
being invested in VCT qualifying companies. All other HM Revenue & Customs
tests have been complied with and your Board has been advised that the Company
has maintained its venture capital trust status.
A full list of all the qualifying investments held in all Funds at the period
end is included below.
Share buybacks
Share buybacks totalling £244,000 were made across the two VCTs during the
period. The Board believes that a share buyback facility can act as an
effective discount control measure and is of benefit to shareholders generally.
The Board intends to maintain the share buyback facility following the recent
merger and is hopeful that this will assist in a progressive reduction in the
discount to net assets at which the shares have recently traded. Maintaining
the facility will be subject to a number of factors including; equity market
conditions, sector discounts and availability of capital.
Outlook
Prospects for the Alternative Investment Market seem to be improving. The
dominant Mining and Oil & Gas sectors continue to benefit from a significant
upswing in global demand for energy and basic materials. These sectors look set
to continue driving the strong recent performance of the FTSE AIM All-Share
Index. As noted earlier, VCT qualifying criteria effectively precludes
investment in companies operating in these sectors.
Clear evidence is starting to emerge, however, that more mainstream businesses
are also now recovering from the worst effects of recession. Demand for
products and services across a range of sectors is showing signs of picking up
and, combined with the benefits of cost-cutting carried out during the depth of
the downturn, means that smaller capitalised companies are well placed to
deliver meaningful and sustained earnings growth. The economic recovery
undoubtedly remains fragile, but businesses which are well managed, have strong
balance sheets and offer superior products and services into niche markets
should continue to prosper. These are exactly the type of businesses in which
your Investment Manager seeks to invest.
It is also possible that the positive effects of reduced competition, sterling
weakness and significant cost-cutting have been under-estimated, especially at
the smaller end of the quoted market and, if so, should result in enhanced
profit levels for some companies.
Conclusion
The Board is pleased with the progress of the Company, especially in view of
the significant changes undertaken during the period.
The performance track record of the various funds up to the date of the merger
is strong, with four out of five share classes in the top quartile of all
AIM-based VCTs with the fifth share class being second quartile (source:
Allenbridge). All five share classes have also outperformed the FTSE AIM
All-Share Index between their respective launch dates and the date of the
merger.
The benefits of the merger, including material cost savings, should become
increasingly apparent as we move into the second half of the Company's
financial year. I look forward to reporting more fully on these tangible
benefits in the Report & Accounts for the year ending 30 September 2010.
In the meantime, given the Company's strong cash position, your Investment
Manager will continue to seek out new investment opportunities which offer the
prospect of generating superior capital and revenue returns.
Peter Dicks
Chairman
19 May 2010
Principal risks and uncertainties
In accordance with DTR 4.2.7, the Board confirms that the principal risks and
uncertainties facing the Company have not materially changed since the
publication of the Annual Report and Accounts for the year ended 30 September
2009.
The principal risks faced by the Company are:
- investment and strategic risk;
- regulatory and tax risk;
- operational risk;
- financial instruments risk;
- economic risk.
A more detailed explanation of these can be found in the Directors' Report on
pages 22 - 23 of the 2009 Annual Report and Accounts - copies can be found via
the Company's website, www.unicornaimvct.com.
Related Party Transactions
Details of related party transactions in accordance with Disclosure and
Transparency Rule 4.2.8 can be found in Note 11 to the Accounts below.
Responsibility Statement
The Directors confirm that to the best of their knowledge:
(a) the condensed set of financial statements has been prepared in accordance with
UK Generally Accepted Accounting Practice (UK GAAP) and the 2009 Statement of
Recommended Practice "Financial Statements of Investment Trust Companies and
Venture Capital Trusts", and give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company, as required
by Disclosure & Transparency Rule 4.2.4; and
(b) the interim management report included within the Chairman's Statement includes
a fair review of the information required by DTR 4.2.7 being an indication of
important events that have occurred during the first six months of the
financial year and their impact on the condensed set of financial statements;
(c) a description of the principal risks and uncertainties facing the Company for
the remaining six months is set out above, in accordance with DTR 4.2.7; and
(d) the financial statements include a description of the related party
transactions in the first six months of the current financial year that have
materially affected the financial position or performance of the Company during
the period, and any material changes to the related party transactions since
the last Annual Report, in accordance with DTR 4.2.8.
For and on behalf of the Board:
Peter Dicks
Chairman
19 May 2010
Investment Portfolio Summary
As at 31 March 2010
Book Valuation % of
cost net
assets
by
value
£'000 £'000
Qualifying investments
AIM/PLUS quoted investments:
Abcam plc 2,745 6,777 11.7%
Mattioli Woods plc 1,680 2,265 3.9%
SnackTime plc 2,102 2,131 3.7%
Green Compliance plc 1,100 2,000 3.4%
Animalcare Group plc 1,702 1,964 3.4%
Kiotech International plc 1,766 1,766 3.0%
Maxima Holdings plc 2,251 1,600 2.8%
Cohort plc 1,414 1,179 2.0%
Access Intelligence plc 1,467 1,070 1.8%
Pressure Technologies plc 980 1,003 1.7%
Glisten plc 582 990 1.7%
Tracsis plc 838 899 1.5%
Zetar plc 772 850 1.5%
Hasgrove plc 975 625 1.1%
Idox plc 530 610 1.1%
Brulines Group plc 584 594 1.0%
Tristel plc 547 580 1.0%
Crawshaw group plc 538 538 0.9%
Avingtrans plc 996 498 0.9%
Shieldtech plc (formerly Base Group plc) 1,240 480 0.8%
Vindon Healthcare plc 475 451 0.8%
Huveaux plc 1,000 450 0.8%
Sanderson Group plc 770 385 0.7%
Driver Group plc 552 370 0.6%
Surgical Innovations plc 331 368 0.6%
HML Holdings plc 347 347 0.6%
IS Pharma plc 434 336 0.6%
Datong Electronics plc 784 336 0.6%
eg solutions plc 406 288 0.5%
Praesepe plc 521 281 0.5%
Prologic plc 806 269 0.5%
Mount Engineering plc 266 257 0.4%
Printing.com plc 231 254 0.4%
Keycom plc 240 210 0.4%
Lees Foods plc 260 204 0.4%
Pilat Media Global plc 275 193 0.3%
Vitesse Media plc 160 160 0.3%
Tangent Communications plc 163 154 0.3%
PHSC plc 153 153 0.3%
Dillistone Group plc 106 131 0.2%
Universe Group plc 126 105 0.2%
Individual Restaurant Group plc 108 94 0.2%
Belgravium Technologies plc 263 75 0.1%
Augean plc 500 75 0.1%
ACM shipping Group plc 49 47 0.1%
Invocas Group plc 344 46 0.1%
Discover Leisure plc 29 29 0.0%
INVU plc 5 4 0.0%
Assetco plc (formerly Asfare Group Plc) - - 0.0%
------ ------ ------
34,513 34,491 59.5%
Fully listed investments:
Mears Group plc 2,216 2,101 3.6%
Chime Communications plc 347 312 0.5%
Microgen plc 180 218 0.4%
------ ------ ------
2,743 2,631 4.5%
Unlisted investments:
Amber Taverns Limited 2,026 2,077 3.6%
Access Intelligence plc - loan stock 750 750 1.3%
SnackTime plc - loan stock 550 550 0.9%
INVU plc - loan stock 200 200 0.3%
Sanastro Ltd (in liquidation) 1,000 - 0.0%
Synarbor plc (formerly Public Recruitment Group plc) 1,000 - 0.0%
The Debt Advisor Group plc (formerly Compass Finance Group 0.0%
Plc) (in administration) 1,000 -
Hexagon Human Capital plc (in administration) 682 - 0.0%
Strategic Retail plc (in liquidation) 600 - 0.0%
Centurion Electronics plc 575 - 0.0%
Cantono plc (in administration) 500 - 0.0%
Relax Group plc (formerly Debts.co.uk) (in administration) 400 - 0.0%
Greatfleet plc (in liquidation) 310 - 0.0%
------ ------ ------
9,593 3,577 6.1%
------ ------ ------
Total qualifying investments 46,849 40,699 70.1%
Non-qualifying investments
AIM quoted investments 3,684 3,775 6.5%
Unicorn UK Smaller Companies Fund (OEIC) 3,430 3,659 6.3%
Money market funds 1 3,006 3,006 5.2%
Unicorn UK Income Fund (OEIC) 1,743 1,732 3.0%
Unicorn Mastertrust Fund (OEIC) 1,228 1,573 2.7%
Unicorn Free Spirit Fund (OEIC) 828 979 1.7%
Listed UK equities 418 769 1.3%
Unicorn Outstanding British Companies Fund (OEIC) 506 547 0.9%
------ ------ ------
Total non-qualifying investments 14,843 16,040 27.6%
------ ------ ------
Total investments 61,692 56,739 97.7%
====== ====== ======
Other assets 1,725 3.0%
Current liabilities (416) (0.7%)
------ ------ ------
Net assets 58,048 100.0%
====== ====== ======
1 Disclosed within 'current investments' under current assets in the Balance
Sheet
Qualifying Investments
AIM/PLUS quoted investments:
Abcam plc
Manufacturer and distributor of research grade antibodies and associated
products
Access Intelligence plc
Provider of business critical software solutions under a compliance umbrella to
selected growth and regulated industries
ACM Shipping Group plc
Oil transportation broker, facilitating seaborne trade in crude oil and
petroleum products
Animalcare Group plc
Supplier of pharmaceutical and other premium products and services to the
agriculture, veterinary & companion animal markets
Assetco plc
Provider of fully outsourced Fire and Rescue services
Augean plc
Specialist waste and resource management group delivering a range of services
to the hazardous waste sector
Avingtrans plc
Provision of highly engineered components and services to the energy, medical,
scientific and research communities, traffic management, automation, machinery
and aerospace industries worldwide
Belgravium Technologies plc
Designer and supplier of mobile computing solutions to the logistics and
transport sectors
Brulines Group plc
Provider of real time monitoring systems and data management services for the
UK leisure sector
Cohort plc
Provision of independent technical advice, services and high tech niche
products to clients in the defence, security and associated sectors
Crawshaw Group plc
A chain of butchers shops based in the north of England
Datong Electronics plc
Designer and manufacturer of advanced high performance intelligence gathering
equipment
Dillistone Group plc
Provider of software services to the executive recruitment industry
Discover Leisure plc
UK retailer of caravans and motor homes
Driver Group plc
Provision of specialist commercial and dispute resolution services to the
construction industry
eg Solutions plc
Developer of back office optimisation software to the financial services sector
Glisten plc
Manufacturer of confectionery and snack foods
Green Compliance plc
Provider of business compliance services to the public and private sectors
Hasgrove plc
Pan-European marketing and communications services
HML Holdings plc
Provision of property management and related services in the South East of
England
Huveaux plc
Media group focused on the political communications market
Idox plc
Suppliers of document management software and services to local government and
other organisations
Individual Restaurant Group plc
High Street restaurant chain
Invocas Group plc
Provision of personal and corporate debt solutions based in Scotland
INVU plc
Document management services
IS Pharma plc
Speciality Pharmaceuticals company
Keycom plc
Design, development, installation and delivery of broadband based
communications solutions and services
Kiotech International plc
Manufacturer and supplier of natural feed additives designed to enhance health,
growth and sustainability in aquaculture and agriculture
Lees Foods plc
Confectionery manufacturer
Mattioli Woods plc
Pension and wealth management consultants
Maxima Holdings plc
Provider of specialist Information Technology business systems and managed
services
Mount Engineering plc
Manufacturer and distributor of precision engineered products
PHSC plc
Health & Safety consultants
Pilat Media Global plc
Supplier of business management software to the media industry
Praesepe plc
Operator of bingo clubs and adult gaming centres
Pressure Technologies plc
Designer and manufacturer of high pressure seamless steel gas cylinders to the
oil & gas, defence and transportation sectors
Printing.com plc
Chain of high street print shops focused on full colour printing, design and
marketing services
Prologic plc
Provision of IT services and consultancy to meet the operational, reporting and
business intelligence needs of fashion businesses
Sanderson Group plc
Implementation and support of proprietary enterprise software solutions for the
retail and manufacturing markets
Shieldtech plc
Design, manufacture and supply of body armour to the military and police
services
SnackTime plc
Operator of snack and drink vending machines
Surgical Innovations plc
Designer and manufacturer of surgical devices
Tangent Communications plc
Digital marketing and communication services
Tracsis plc
Provider of performance and planning software and consultancy services for the
transport industry
Tristel plc
Design, manufacture and sale of infection and contamination control and water
treatment products
Universe Group plc
Retail and loyalty information systems software and hardware
Vindon Healthcare plc
Controlled environment storage products and services to the pharmaceutical,
life sciences, food and heritage sectors
Vitesse Media plc
Online print publishing and events organisation
Zetar plc
Niche manufacturer of chocolate confectionery and snack foods
Fully Listed investments:
Chime Communications plc
Public relations, research, advertising and marketing group
Mears Group plc
Provider of services to the social housing and domiciliary care sectors
Microgen plc
IT consultancy and managed services provider
Unlisted investments:
Amber Taverns Limited
Operator of a chain of freehold public houses based in the North West of
England
Centurion Electronics plc
Design and distribution of in-car audio-visual entertainment systems
Cantono plc (in administration)
Managed IT services
Greatfleet plc (in liquidation)
Recruitment consultant specialising in legal and financial search and selection
Hexagon Human Capital plc (in administration)
Specialist recruitment consultants
Relax Group plc (in administration)
Specialist advisors for personal debt solution management
Sanastro Limited (in liquidation)
Specialist financial publisher
Strategic Retail plc (in liquidation)
Operation of retail outlets specialising in home décor and furnishings market
Synarbor plc (formerly Public Recruitment Group plc)
Public sector recruitment group specialising in the education, healthcare and
social work sectors
The Debt Advisor Group plc (in administration)
Consumer finance services
Unaudited Income Statement
For the six months ended 31 March 2010
Six months ended 31 Six months ended 31 March
March 2010 (unaudited) 2009 (unaudited)
Notes Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Unrealised gains/(losses) on investments - 2,664 2,664 - (7,594) (7,594)
Realised gains on investments - 473 473 - 191 191
Income 2 326 - 326 297 - 297
Investment management fees 3 (75) (226) (301) (68) (205) (273)
Other expenses (360) - (360) (205) - (205)
------ ------ ------ ------ ------ ------
(Loss)/profit on ordinary activities before taxation (109) 2,911 2,802 24 (7,608) (7,584)
Tax on (loss)/profit on ordinary activities 4 - - - - - -
------ ------ ------ ------ ------ ------
(Loss)/profit on ordinary activities after taxation (109) 2,911 2,802 24 (7,608) (7,584)
====== ====== ====== ====== ====== ======
Basic and diluted earnings per share:
Ordinary shares (formerly S3 fund shares) 1a, 5 6.63p (6.64)p
Ordinary fund shares 5 - (16.02)p
S2 fund shares 5 - (15.58)p
Year ended 30
September 2009
(audited)
Notes
Revenue Capital Total
£'000 £'000 £'000
Unrealised gains/(losses) on investments - (166) (166)
Realised gains on investments - 256 256
Income 2 580 - 580
Investment management fees 3 (126) (377) (503)
Other expenses (476) - (476)
------ ------ ------
(Loss)/profit on ordinary activities before taxation (22) (287) (309)
Tax on (loss)/profit on ordinary activities 4 - - -
------ ------ ------
(Loss)/profit on ordinary activities after taxation (22) (287) (309)
====== ====== ======
Basic and diluted earnings per share:
Ordinary shares (formerly S3 fund shares) 1a, 5 10.57p
(3.11)
Ordinary fund shares 5 p
S2 fund shares 5 0.83p
All revenue and capital items in the above statement derive from continuing
operations of the Company up to 8 March 2010 and thereafter reflects that of
the enlarged entity. This includes the assets and liabilities of Unicorn AIM
VCT II plc that were transferred to the Company on 9 March 2010. No restatement
has been made for the comparable periods.
There were no other recognised gains or losses in the period.
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 Profit and Loss Account, there were no differences between the (loss)/
profit as stated above and at historical cost.
The notes below form part of these half-yearly financial statements.
Unaudited Balance Sheet
As at 31 March 2010
As at 31 March 2010 * As at 31 March 2009 As at 30 September 2009
(unaudited) (unaudited) (audited)
Notes £'000 £'000 £'000
Non current assets
Investments at fair value 1c 53,733 20,037 28,305
Current assets
Debtors and prepayments 278 40 138
Current investments 9 3,006 5,126 3,912
Cash at bank 1,447 178 366
------ ------ ------
4,731 5,344 4,416
Creditors: amounts falling
due within one year (416) (230) (583)
------ ------ ------
Net current assets 4,315 5,114 3,833
------ ------ ------
Net assets 58,048 25,151 32,138
====== ====== ======
Share capital and reserves
Share capital 10 614 504 498
Capital redemption reserve 10 224 66 72
Share premium account 10 25,143 840 840
Revaluation reserve 10 618 (11,699) (3,061)
Special distributable reserve 10 26,988 30,760 28,741
Profit and Loss account 10 4,461 4,680 5,048
------ ------ ------
Equity shareholders' funds 58,048 25,151 32,138
====== ====== ======
Net asset value per share of 1p each
Ordinary shares (formerly S3
fund shares) 7 94.6p 70.0p 87.2p
Ordinary fund shares 7 - 43.1p 56.3p
S2 fund shares 7 - 57.7p 74.6p
* Includes those assets and liabilities acquired from Unicorn AIM VCT II plc on
9 March 2010.
The financial information for the six months ended 31 March 2010 and the six
months ended 31 March 2009 has not been audited.
Unaudited Statement of Cash Flows
For the six months ended 31 March 2010
Six months ended Six months ended Year ended
31 March 2010 31 March 2009 30 September 2009
(unaudited) (unaudited) (audited)(as restated)
£'000 £'000 £'000
Operating activities
Investment income received 307 320 517
VAT recovered/interest on VAT - 891 889
Other income received - - 13
Investment management fees paid (272) (273) (504)
Other cash payments (305) (167) (432)
------ ------ ------
Net cash (outflow)/inflow from operating activities (270) 771 483
Investing activities
Purchase of investments (2,508) (352) (1,507)
Sale of investments 2,422 2,073 2,710
Cash received on acquisition of assets and liabilities
from Unicorn AIM VCT II plc 3,736 - -
Transaction costs in relation to the fund mergers
and acquisition of the assets and liabilities of Unicorn
AIM VCT II plc (291) - -
------ ------ ------
Net cash inflow from investing activities 3,359 1,721 1,203
Dividends
Equity dividends paid to Unicorn AIM VCT plc shareholders (1,418) (1,274) (1,274)
Equity dividends paid in respect of dividends declared to
Unicorn AIM VCT II plc shareholders but not paid before
assets and liabilities were transferred to Unicorn AIM
VCT plc (1,353) - -
------ ------ ------
Cash inflow before financing and liquid resource
management 318 1,218 412
Management of liquid resources
Decrease/(Increase) in monies held pending investment 906 (974) 240
Financing
Share capital re-purchased (143) (114) (334)
------ ------ ------
Increase in cash 1,081 130 318
====== ====== ======
Reconciliation of net cash flow to movement in net funds
Increase in cash for the period 1,081 130 318
Net funds at start of period 366 48 48
------ ------ ------
Net funds at end of period 1,447 178 366
====== ====== ======
Reconciliation of operating profit/(loss)
to net cash (outflow)/inflow from operating activities
Profit/(loss) on ordinary activities before taxation 2,802 (7,584) (309)
Net gains on realisations of investments (473) (191) (256)
Net unrealised (gains)/losses on investments (2,664) 7,594 166
Transaction costs charged to Income statement in relation
to the fund merger and acquisition of assets and
liabilities from Unicorn AIM VCT II plc 193 - -
Decrease in debtors 165 870 743
(Decrease)/increase in creditors (293) 82 139
------ ------ ------
Net cash (outflow)/inflow from operating activities (270) 771 483
====== ====== ======
Unaudited Reconciliation of Movements in Shareholders' Funds
For the six months ended 31 March 2010
Six months ended Six months ended Year ended
31 March 2010 31 March 2009 30 September 2009
(unaudited) (unaudited) (audited)
Notes £'000 £'000 £'000
Opening shareholders' funds 32,138 34,123 34,123
Net share capital bought back in
the period (45) (114) (402)
Shares issued upon merger 8 24,669 - -
Transaction costs in relation to the
acquisition of assets and liabilities
from Unicorn AIM VCT II plc (98) - -
Profit/(loss) for the period 2,802 (7,584) (309)
Dividends paid in period 6 (1,418) (1,274) (1,274)
------ ------ ------
Closing Shareholders' funds 58,048 25,151 32,138
====== ====== ======
The financial information for the six months ended 31 March 2010 and the six
months ended 31 March 2009 has not been audited.
Notes to the unaudited financial statements
1. Principal accounting policies
The following accounting policies have been applied consistently throughout the
period. Full details of principal accounting policies will be disclosed in the
Annual Report.
a) Basis of accounting
The unaudited results cover the six months to 31 March 2010 and have been
prepared under UK Generally Accepted Accounting Practice (UK GAAP), consistent
with the accounting policies set out in the statutory accounts for the year
ended 30 September 2009 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.
The results for the 6 months ended 31 March 2010 reflect the activities of what
were previously the Ordinary Share Fund, the S2 Share Fund and the S3 Share
Fund of the Company, which were consolidated on 9 March 2010, for the whole
period. In addition, these results include the transfer of the assets and
liabilities of Unicorn AIM VCT II PLC to the Company, with effect from 9 March
2010. Results for the current period are reported for the one share class of
the enlarged VCT now in issue, namely Ordinary Shares. These were formerly the
S3 Shares of the Company, redesignated Ordinary Shares on 9 March 2010. Further
details are contained in note 8 below.
The comparatives reported in these half-yearly results reflect the activities
of what were previously the Ordinary Share Fund, the S2 Share Fund and the S3
Share Fund of the Company and are therefore as previously reported.
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.
The half-yearly report has not been audited nor has it been reviewed by the
auditors pursuant to the Auditing Practices Board (APB) guidance on Review of
Interim Financial Information.
b) Presentation of the Income Statement
In order to better reflect the activities of a VCT and in accordance with the
SORP, supplementary information which analyses the Income Statement between
items of a revenue and capital nature has been presented alongside the Income
Statement. The revenue column of profit attributable to equity shareholders is
the measure the Directors believe appropriate in assessing the Company's
compliance with certain requirements set out in section 274 Income Tax Act
2007.
c) Investments
Investments are accounted for on a trade date basis.
All investments held by the Company are classified as "fair value through
profit and loss" as the Company's business is to invest in financial assets
with a view to profiting from their total return in the form of capital growth
and income. For investments actively traded in organised financial markets,
recognition and fair value is determined by reference to Stock Exchange market
trading rules and quoted bid prices at the close of business on the balance
sheet date.
Unquoted investments are valued by the Directors at 'fair value through profit
and loss'. Accordingly, in the absence of a market price, the Directors have
valued unquoted investments in accordance with International Private Equity
Venture Capital Valuation (IPEVCV) guidelines as updated in September 2009,
which have not materially changed the results reported last year.
All investments are held at the price of a recent investment for an appropriate
period where there is considered to have been no change in fair value. Where
such a basis is no longer considered appropriate, the following factors will be
considered:
(i) Where a value is indicated by a material arms-length transaction by an
independent third party in the shares of a company, this value will be used.
(ii) In the absence of i), and depending upon both the subsequent trading
performance and investment structure of an investee company, the valuation
basis will usually move to either:-
(a) an earnings multiple basis. The shares may be valued by applying a suitable
price-earnings ratio to that company's historic, current or forecast post-tax
earnings before interest and amortisation (the ratio used being based on a
comparable sector but the resulting value being adjusted to reflect points of
difference identified by the Investment Manager compared to the sector
including, inter alia, a lack of marketability).
Or:
(b) where a company's underperformance against plan indicates a diminution in the
value of the investment, provision against cost is made, as appropriate. Where
the value of an investment has fallen permanently below cost, the loss is
treated as a permanent impairment and as a realised loss, even though the
investment is still held. The Board assesses the portfolio for such investments
and, after agreement with the Investment Manager, will agree the values that
represent the extent to which an investment loss has become realised. This is
based upon an assessment of objective evidence of that investment's future
prospects, to determine whether there is potential for the investment to
recover in value.
(iii) Where an earnings multiple or cost less impairment basis is not appropriate and
overriding factors apply, discounted cash flow or net asset valuation bases may
be applied.
2. Income
Income includes £56,000 of contribution receivable from the Investment Manager
towards the Company's share of merger costs. The Investment Manager is due to
make a £100,000 contribution in total towards the merger costs. The balance of
£44,000 was due to shareholders in Unicorn AIM VCT II plc at the date of the
merger, so is not reported in this Company's Income Statement.
3. The Directors have charged 75% of the investment management fee to the capital
reserve.
4. Taxation
There is no tax charge for the period, as the Company has incurred taxable
losses.
5. Basic and diluted earnings and return per share
Six months ended Six months ended 31 March 2009
31 March 2010
Ordinary Shares
Total Ordinary Share Fund S2 Share Fund S3 Share Fund Total
£'000 £'000 £'000 £'000 £'000
Total earnings after taxation: 2,802 (4,954) (2,301) (329) (7,584)
Basic and diluted earnings per share 6.63p (16.02)p (15.58)p (6.64)p
------ ------ ------ ------
Net revenue from ordinary activities
after taxation (109) 28 (26) 22
Revenue return per share (0.26)p 0.09p (0.17)p 0.44p
------ ------ ------ ------
Net unrealised capital gains/(losses) 2,664 (4,974) (2,285) (335)
Net realised capital gains/ 473 119 72 -
Capital expenses (net of taxation) (226) (127) (62) (16)
------ ------ ------ ------
Total capital return 2,911 (4,982) (2,275) (351)
Capital return per share 6.89p (16.11)p (15.41)p (7.08)p
------ ------ ------ ------
Weighted average number of shares in
issue in the period* 42,279,070 30,927,399 14,764,738 4,958,036
Year ended 30 September 2009
Ordinary Share Fund S2 Share Fund S3 Share Fund Total
(audited) (audited) (audited) (audited)
£'000 £'000 £'000 £'000
Total earnings after taxation: (955) 122 524 (309)
Basic and diluted earnings
per share (3.11)p 0.83p 10.57p
------ ------ ------
Net revenue from ordinary
activities after taxation 13 (40) 5
Revenue return per share 0.04p (0.27)p 0.10p
------ ------ ------
Net unrealised capital
(losses)/gains (883) 166 551
Net realised capital
gains/(losses) 143 113 -
Capital expenses (net
of taxation) (228) (117) (32)
------ ------ ------
Total capital return (968) 162 519
Capital return per share (3.15)p 1.10p 10.47p
------ ------ ------
Weighted average number of
shares in issue in the period* 30,725,568 14,744,906 4,958,036
* - The weighted average number of shares in issue for the six months to 31
March 2010 is calculated by using the total of weighted average numbers of
shares for each of the Company's three share classes up to the date of the
merger on 8 March 2010 multiplied by the conversion ratios in note 8 and then
adding the weighted average number of Ordinary Shares for the merged entity for
the remaining period to 31 March 2010.
6. Dividends
Six months ended Six months ended 31 March 2009
31 March 2010
Ordinary Shares
Total Ordinary Share Fund S2 Share Fund S3 Share Fund Total
£'000 £'000 £'000 £'000 £'000
Ordinary Share Fund:
Interim paid 1,058 - - - -
Final paid re prior year - 929 - - 929
S2 Share Fund
Interim paid 360 - - - -
Final paid re prior year - - 295 - 295
S3 Share Fund
Interim paid - - - - -
Final paid re prior year - - - 50 50
------ ------ ------ ------ ------
1,418 929 295 50 1,274
====== ====== ====== ====== ======
Year ended 30 September 2009
Ordinary S2 Share S3 Share Total
Share Fund Fund
Fund
(audited) (audited) (audited) (audited)
£'000 £'000 £'000 £'000
Ordinary Share Fund:
Interim paid - - - -
Final paid re prior year 929 - - 929
S2 Share Fund
Interim paid - - - -
Final paid re prior year - 295 - 295
S3 Share Fund
Interim paid - - - -
Final paid re prior year - - 50 50
------ ------ ------ ------
929 295 50 1,274
====== ====== ====== ======
7. Net asset value
At 31 March 2010 At 31 March 2009
Ordinary Shares
Total Ordinary Share Fund S2 Share Fund S3 Share Fund
£'000 £'000 £'000 £'000
Net assets 58,048 13,156 8,525 3,470
Number of shares in issue 61,373,010 30,558,244 14,764,738 4,958,036
Net asset value per share 94.6p 43.1p 57.7p 70.0p
At 30 September 2009
S2 Share S3 Share
Ordinary Share Fund Fund Fund
(audited) (audited) (audited)
£'000 £'000 £'000
Net assets 17,047 10,769 4,322
Number of shares
in issue 30,297,471 14,430,227 4,958,036
Net asset value
per share 56.3p 74.6p 87.2p
8. Consolidation of Ordinary and S2 share classes and transfer of assets and
liabilities of Unicorn AIM VCT II plc
On 9 March 2010, the shares of the Ordinary Fund and S2 Fund of the Company
were consolidated with the S3 Fund Shares, by being converted into S3 Fund
shares on a relative net asset value basis. 15,094,686 Ordinary and S2 Shares
were left over from this conversion process, and re-designated as Deferred
Shares. These Deferred Shares were bought back by the Company for an aggregate
amount of 1p. The resultant 34,493,485 S3 shares in issue, being 4,958,036
already in issue plus 29,535,449 created by both conversions, were then
re-designated as Ordinary Shares. Following this consolidation and
redesignation, the assets and liabilities of Unicorn AIM VCT II plc were
transferred to the Company in exchange for the issue of a further 26,879,525
Ordinary Shares in the Company, at a total value of £24,669,000. Subsequently
and on the same day, Unicorn AIM VCT II plc was placed into members' voluntary
liquidation pursuant to a scheme of reconstruction under section 110 of the
Insolvency Act 1986.
The net asset values (NAV) of each Fund used for the purposes of conversion at
the calculation date of 8 March 2010, and the resultant conversion ratios into
S3 Fund or Ordinary Shares were:
Conversion ratio applied to old
shares to obtain new number of
Unicorn AIM VCT plc - S3 Fund/
Unicorn AIM VCT plc NAV per share Ordinary Shares
Ordinary Fund 55.79p 0.60781764
S2 Fund 71.13p 0.77503076
S3 Fund 91.78p 1.00000000
Unicorn AIM VCT II plc
Ordinary Fund 76.02p 0.82830102
C Share Fund 66.70p 0.72677686
Share certificates reflecting the new shareholdings totalling 61,373,010
Ordinary shares in Unicorn AIM VCT plc were sent to shareholders on 15 March
2010.
9. Current investments
These comprise investments in five Dublin based OEIC money market funds,
managed by Royal Bank of Scotland, Blackrock Investment Management (UK) Ltd,
Goldman Sachs, Insight Investment Management, Fidelity Investment Management
and one UK based money market fund managed by Prime Rate Capital Management. £
3,005,000 (31 March 2009: £5,125,000; 30 September 2009: £3,911,000) of this
sum is subject to same day access, while £1,000 (31 March 2009: £1,000; 30
September 2009: £1,000) is subject to two day access. These sums are regarded
as monies held pending investment.
10. Reserves
Called
up Capital Share
share redemption premium Revaluation
capital reserve account reserve
£'000 £'000 £'000 £'000
At 1 October
2009 498 72 840 (3,061)
Shares issued/
(bought back) (1) 1 - -
Transfer to
special
distributable
reserve - - - -
Gains on
disposal of
investments (net
of transaction
costs) - - - -
Realisation of
previously
unrealised
depreciation - - - 1,015
Net increase in
unrealised
valuations for
the period - - - 2,664
Adjustment for
conversion of
Unicorn AIM VCT
plc Ordinary and
S2 shares into
S3 shares (151) 151 - -
Share issued on
9 March 2010 to
acquire net
assets of :
Unicorn
AIM VCT II plc
- Ordinary
share fund 178 - 16,260 -
Unicorn
AIM VCT II plc
- C share fund 90 - 8,141 -
Transaction
costs in
relation to the
acquisition of
assets and
liabilities from
Unicorn AIM VCT
II plc - - (98) -
Loss for the
period - - - -
Dividends paid
------ ------ ------ ------
At 31 March 2010 614 224 25,143 618
====== ====== ====== ======
Profit
Special and
distributable loss
reserve account Total
£'000 £'000 £'000
At 1 October 2009 28,741 5,048 32,138
Shares issued/(bought
back) (45) - (45)
Transfer to special
distributable reserve (1,708) 1,708 -
Gains on disposal of
investments (net of
transaction costs) - 473 473
Realisation of
previously unrealised
depreciation - (1,015) -
Net increase in
unrealised valuations
for the period - - 2,664
Adjustment for
conversion of Unicorn
AIM VCT plc Ordinary
and S2 shares into S3
shares - - -
Share issued on 9 March
2010 to acquire net
assets of :
Unicorn AIM VCT
II plc - Ordinary share
fund - - 16,438
Unicorn AIM VCT
II plc - C share fund - - 8,231
Transaction costs in
relation to the
acquisition of assets
and liabilities from
Unicorn AIM VCT II plc - - (98)
Loss for the period - (335) (335)
Dividends paid (1,418) (1,418)
------ ------ ------
At 31 March 2010 26,988 4,461 58,048
====== ====== ======
11. Related party transactions
David Royds resigned as a director of the Company on 9 March 2010. He is a
director and shareholder of Matrix Group Limited, which owns Matrix-Securities
Limited and has significant interests in Prime Rate Capital Management LLP
("PRCM") and Matrix Corporate Capital LLP ("MCC"). David Royds is also a
director of Matrix-Securities Limited, which acted as Promoter to the Company
for a fee of £nil (31 March 2009: £nil, 30 September 2009: £nil) and provides
administration services to the Company for a fee of £97,000 (31 March 2009: £
97,000; 30 September 2009: £195,000). £52,000 (31 March 2009: £49,000; 30
September 2009: £49,000) was due to Matrix-Securities Limited at the end of the
period.
The Company has £1,043,000 invested in a liquidity fund managed by PRCM, and
has earned income of £5,000 from this fund in the period to 31 March 2010 (31
March 2009: £11,000; 30 September 2009: £16,000). MCC are the Company's brokers
and fees of £8,000 have been charged for the period. Two (31 March 2009: Two;
30 September 2009: seven) share buybacks were undertaken by MCC on the
Company's instruction totalling £45,000 (31 March 2009: £114,000; 30 September
2009: £402,000). £nil (31 March 2009: £80,000; 30 September 2009: £97,000) was
owed to MCC at the period-end.
12. The financial information for the six months ended 31 March 2010 and the six
months ended 31 March 2009 has not been audited.
The financial information contained in this half-yearly report does not
constitute statutory accounts as defined in section 434 of the Companies Act
2006. The financial statements for the year ended 30 September 2009 have been
filed with the Registrar of Companies. The auditors have reported on these
financial statements and that report was unqualified and did not contain a
statement under either section 498(2) or 498(3) of the Companies Act 2006.
Copies of this statement are being sent to all shareholders. Further copies are
available free of charge from the Company's registered office, One Vine Street,
London W1J 0AH, or from www.unicornam.com or www.matrixgroup.co.uk/
asset_management/vct_services/unicorn_vcts.
Shareholder Information
The Company's Ordinary Shares (Code: UAV) are listed on the London Stock
Exchange. Shareholders can visit the London Stock Exchange website,
www.londonstockexchange.com, for the latest news and share price of the
Company. The share price is also quoted in the Financial Times.
Shareholder enquiries:
For general Shareholder enquiries, please contact Robert Brittain of
Matrix-Securities Limited (the Company Secretary) on 020 3206 7000 or by e-mail
on unicorn@matrixgroup.co.uk.
For enquiries concerning the performance of the Company, please contact the
Investment Manager, Unicorn Asset Management Limited, on 020 7253 0889 or by
e-mail on info@unicornam.com.
Electronic copies of this report and other published information can be found
via the Company's website, www.unicornaimvct.com.
To notify the Company of a change of address or to request a dividend mandate
form (should you wish to have future dividends paid directly into your bank
account) please contact the Company's Registrars, Capita Registrars on 0871 664
0300, (calls cost 10p per minute plus network extras - if calling from overseas
please dial +44 208 639 3399) or by writing to them at Capita Registrars,
Northern House, Woodsome Park, Fennay Bridge, Huddersfield, West Yorkshire HD8
0LA. Should you prefer you may visit their website, www.capitaregistrars.com.
Information rights for beneficial owners of shares
Please note that beneficial owners of shares who have been nominated by the
registered holder of those shares to receive information rights under section
146 of the Companies Act 2006 are required to direct all communications to the
registered holder of their shares, rather than to the Company's registrar,
Capita Registrars, or to the Company directly.
Corporate Information
Directors
Peter Dicks (Chairman)
Malcolm Diamond
(appointed 9 March 2010)
James Grossman
Jeremy Hamer
(appointed 9 March 2010)
Jocelin Harris
David Royds
(resigned 9 March 2010)
All of whom are non-executive and of:
One Vine Street
London W1J 0AH
Secretary & Administrator
Matrix-Securities Limited
One Vine Street
London W1J 0AH
Company Registration Number : 04266437
Investment Manager Auditors Registrar
Unicorn Asset Management PKF (UK) LLP Capita Registrars
Limited
First Floor Office Farringdon Place Northern House
Preacher's Court 20 Farringdon Road Woodsome Park
The Charterhouse London Fennay Bridge
Charterhouse Square EC1M 3AP Huddersfield
London West Yorkshire
EC1M 6AU HD8 0LA
VCT Tax Adviser Custodian Solicitors
PricewaterhouseCoopers LLP The Bank of New York Martineau
1 Embankment Place One Canada Square No 1 Colmore Square
London London Birmingham
WC2N 6RH E14 5AL B4 6AA
Stockbroker Bankers
Matrix Corporate Capital LLP National Westminster Bank plc
One Vine Street City of London Office
London PO Box 12264
W1J 0AH 1 Princes Street
London
EC2R 8PB
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