Final Results
Close Brothers Dev VCT PLC
01 March 2007
CLOSE BROTHERS DEVELOPMENT VCT PLC
PRELIMINARY RESULTS
1 March 2007
Close Brothers Development VCT PLC ('the Company'), which provides equity and
debt finance to growing unquoted and quoted companies across a variety of
sectors, with investments ranging from service to asset-backed businesses, today
announces preliminary results for the year ended 31 December 2006. This
announcement has been approved by the Board of Directors on 28 February 2007.
Financial Highlights:
Ordinary Shares C Shares
Year ended Year ended
31 December 2006 31 December 2006
Dividends paid per share (pence) 3.00 4.50
Net asset value per share (pence) 94.60 101.40
Shareholder value per share since launch: Pence per share(ii) Pence per share(ii)
Dividends paid during the period ended 31 December 1999 (i) 1.00 -
Dividends paid during the year to 31 December 2000 3.65 -
Dividends paid during the year to 31 December 2001 3.20 -
Dividends paid during the year to 31 December 2002 4.20 -
Dividends paid during the year to 31 December 2003 (iii) & (iv) 4.50 0.75
Dividends paid during the year to 31 December 2004 4.00 2.00
Dividends paid during the year to 31 December 2005 5.20 5.90
Dividends paid during the year to 31 December 2006 3.00 4.50
28.75 13.15
Net asset value per share as at 31 December 2006 94.60 101.40
Total cumulative shareholder return at 31 December 2006 123.35 114.55
Notes
(i) assuming subscription for Ordinary Shares by the First
Closing on 26 January 1999.
(ii) excluding tax benefits received upon subscription.
(iii) assuming subscription for C Shares by the First Closing on
31 December 2002.
(iv) those subscribing for C Shares after 30 June 2003 were not
entitled to the interim dividend.
For further information, please contact:
Patrick Reeve Roddi Vaughan-Thomas
Close Ventures Limited Peregrine Communications Group
Tel: 020 7422 7831 Tel: 020 7223 1552
CHAIRMAN'S STATEMENT
Investment Commentary
The results of your company for year to 31 December 2006 are set out below. As
I said at the time of the interim results, after the strong performance of the
last two years, this year has been a period of consolidation and, while the
period saw total dividends paid of 3.0 pence per Ordinary share and 4.5 pence
per C share, NAV declined by 7.9 pence per Ordinary share to 94.6 pence, and 6.4
pence per C share to 101.4 pence.
The resulting negative return for the period of 5.3 pence for the Ordinary
shares and 2.1 pence for the C shares was caused principally by the reduction in
the share price of our holding in Careforce plc which is quoted on AIM, and
partial provisions against three investments, Peakdale Molecular, Evolutions
Television and Grosvenor Health, where previous strong growth slowed in the
early months of last year. The Ordinary share portfolio was also affected by a
slowdown in trading at Consolidated Communications. Other businesses, however,
have performed promisingly, in particular The Bold Pub Company,
Lowcosttravelgroup and Tower Bridge Health Clubs. Overall, we believe that the
investment portfolio is solid and forms a decent platform for future growth.
Over the period, we made twelve new investments, with a cost of £1.6 million for
the Ordinary shares and £3.6 million for the C shares. These included Blackbay
(£740,000) which provides mobile data solutions for the logistics and field
services sectors, and Kensington Health Clubs (£1 million) which has purchased a
26,000 square foot building at Olympia in West London, which it will convert
into a new health and fitness club. Following these investments, the C share
portfolio exceeded its 70% investment target as required by the VCT regulations.
Conversion of C shares into Ordinary shares
As required under your Company's Articles of Association, the C shares convert
into Ordinary shares on the ratio of their respective net asset values per share
at 31 December 2006. The conversion is effective from 31 March 2007, following
the Annual General Meeting to approve those accounts. Based on their respective
net asset values, C shareholders will receive 1.0715 new Ordinary shares for
each C share held. Once the new Ordinary share certificates have been
dispatched, which is expected to be by 20 April 2007, the C share certificates
will have no further value and should be destroyed.
New Management Performance Incentive
The Management Performance Incentive for the Ordinary shares came to an end on
31 December 2006. These schemes are important for the recruitment and retention
of quality investment managers, and consequently we will be writing to
shareholders shortly to propose a new scheme. This scheme will be subject to
shareholder approval at an Extraordinary General Meeting to be confirmed.
Board
I have been Chairman of your Company since its launch in 1999, and as I will be
seventy early next year, I will be retiring from the Board before the next
Annual General Meeting in 2008. A selection process for my successor is
currently underway, and we will inform shareholders once a new candidate has
been appointed.
Results and dividends
As at 31 December 2006 the net asset value of the company's Ordinary shares was
£12.1 million or 94.6 pence per share (2005: £13.7 million or 102.5 pence per
share). Net income after taxation was £396,000 (2005: £381,000). As at the
same date, the net asset value of the C shares was £18.2 million or 101.4 pence
per share (2005: £19.7 million or 107.8 pence per share), while net income after
taxation was £657,000 (2005: £610,000).
Subject to sufficient profitability, the Company intends to pay a first dividend
for the new financial year of 1.5 pence per share in May 2007, following the
conversion of the two classes of share.
Roderick Davidson
Chairman
Income Statement
for the year to 31 December 2006
Ordinary Shares C Shares Total
Year Year Year
ended ended ended
31 December 2006 31 December 2006 31 December 2006
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Losses on
investments - (910) (910) - (766) (766) - (1,676) (1,676)
Investment income 733 - 733 1,160 - 1,160 1,893 - 1,893
Investment
management fee (84) (251) (335) (126) (377) (503) (210) (628) (838)
Other expenses (85) - (85) (106) - (106) (191) - (191)
Return on
ordinary
activities
before tax 564 (1,161) (597) 928 (1,143) (215) 1,492 (2,304) (812)
Tax (charge)/
credit on
ordinary
activities (168) 73 (95) (271) 114 (157) (439) 187
(252)
Return
attributable to
equity
shareholders 396 (1,088) (692) 657 (1,029) (372) 1,053 (2,117) (1,064)
Basic and diluted
return pence per 3.0 (8.3) (5.3) 3.6 (5.7) (2.1) 6.6 (14.0) (7.4)
share (excluding
treasury shares)
The total column of this Income Statement represents the profit and loss account
of the Company. The supplementary revenue and capital return columns have been
prepared in accordance with the Association of Investment Trust Companies'
Statement of Recommended Practice.
All revenue and capital items in the above statement derive from continuing
operations.
There were no recognised gains or losses other than the results for the year as
disclosed above. Accordingly a statement of total recognised gains and losses
is not required.
Income Statement
for the year to 31 December 2005
Ordinary Shares C Shares Total
Year Year Year
ended ended ended
31 December 2005 31 December 2005 31 December 2005
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Gains on
investments - 1,423 1,423 - 1,638 1,638 - 3,061 3,061
Investment income 696 - 696 1,092 - 1,092 1,788 - 1,788
Investment
management fee (88) (263) (351) (127) (382) (509) (215) (645) (860)
Other expenses (77) - (77) (102) - (102) (179) - (179)
Return on
ordinary
activities
before tax 531 1,160 1,691 863 1,256 2,119 1,394 2,416 3,810
Tax (charge)/
credit on ordinary
activities (150) 85 (65) (253) 127 (126) (403) 212 (191)
Return
attributable to
equity
shareholders 381 1,245 1,626 610 1,383 1,993 991 2,628 3,619
Basic and diluted
return pence per 2.8 9.1 11.9 3.3 7.5 10.8 6.1 16.6 22.7
share
The total column of this Income Statement represents the profit and loss account
of the Company. The supplementary revenue and capital return columns have been
prepared in accordance with the Association of Investment Trust Companies'
Statement of Recommended Practice.
All revenue and capital items in the above statement derive from continuing
operations.
There were no recognised gains or losses other than the results for the year as
disclosed above. Accordingly a statement of total recognised gains and losses
is not required.
Balance Sheet
Ordinary Shares C Shares Total
31 December 31 December 31 December
2006 2006 2006
£'000 £'000 £'000
Fixed asset investments
Qualifying investments 9,512 12,363 21,875
Non-qualifying investments - 3,892 3,892
Total fixed asset investments 9,512 16,255 25,767
Current assets
Debtors 20 389 409
Cash at bank 2,597 1,639 4,236
2,617 2,028 4,645
Creditors: amounts falling due within one year (48) (70) (118)
Net current assets 2,569 1,958 4,527
Total assets less current liabilities 12,081 18,213 30,294
Capital and reserves
Called up share capital 6,521 9,060 15,581
Share premium 48 3,160 3,208
Special reserve 5,196 4,693 9,889
Capital redemption reserve 863 310 1,173
Realised capital reserve (1,118) (26) (1,144)
Unrealised capital reserve 711 941 1,652
Own treasury shares reserve (239) (149) (388)
Revenue reserve 99 224 323
Total equity shareholders' funds 12,081 18,213 30,294
Net asset value per share (pence) (excluding 94.6 101.4
treasury shares)
The financial statements were approved by the Board of Directors on 28 February
2007.
Balance Sheet
Ordinary Shares C Shares Total
31 December 31 December 31 December
2005 2005 2005
£'000 £'000 £'000
Fixed asset investments
Qualifying investments 8,759 9,456 18,215
Non-qualifying investments 46 7,704 7,750
Total fixed asset investments 8,805 17,160 25,965
Current assets
Debtors 111 55 166
Cash at bank 4,975 2,907 7,882
5,086 2,962 8,048
Creditors: amounts falling due within one year (201) (390) (591)
Net current assets 4,885 2,572 7,457
Total assets less current liabilities 13,690 19,732 33,422
Capital and reserves
Called up share capital 6,678 9,151 15,829
Share premium 48 3,160 3,208
Special reserve 5,477 4,864 10,341
Capital redemption reserve 706 219 925
Realised capital reserve (941) 393 (548)
Unrealised capital reserve 1,621 1,707 3,328
Revenue reserve 101 238 339
Total equity shareholders' funds 13,690 19,732 33,422
Net asset value per share (pence) 102.5 107.8
Reconciliation of movement in shareholders' funds
For the year ended 31 December 2006
Ordinary shares
Called Share Capital Realised Unrealised Own
up Special Revenue
capital capital Treasury
share redemption shares
capital premium reserve reserve reserve reserve Total
reserve reserve
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
As adjusted at 1 6,964 48 5,991 420 (2,206) 1,640 - 433 13,290
January 2005
Net realised gains on
investments in
the period - - - - 1,442 - - - 1,442
Capitalised investment
management
and performance fees - - - - (263) - - - (263)
Tax relief on costs - - - - 85 - - - 85
charged to capital
Cancellation of own (286) - (514) 286 - - - - (514)
shares
Movement in unrealised - - - - - (19) - - (19)
appreciation
Revenue return - - - - - - - 381 381
attributable to
shareholders
Dividends paid - - - - - - - (713) (713)
As at 31 December 2005 6,678 48 5,477 706 (942) 1,621 - 101 13,690
Net realised gains on
investments in
the year - - - - 1 - - - 1
Capitalised investment
management
and performance fees - - - - (251) - - - (251)
Tax relief on costs - - - - 73 - - - 73
charged to capital
Cancellation of own (157) - (281) 157 - - - - (281)
shares
Purchase of own shares - - - - - - (239) - (239)
for Treasury
Movement in unrealised - - - - - (910) - - (910)
appreciation
Revenue return - - - - - - - 396 396
attributable to
shareholders
Dividends paid - - - - - - - (398) (398)
As at 31 December 2006 6,521 48 5,196 863 (1,118) 711 (239) 99 12,081
Reconciliation of movement in shareholders' funds
For the year ended 31 December 2006
C shares
Called Capital Realise Own
up Unrealised Treasury
Share Share Capital capital shares
Special Redemption Revenue
Capital Reserve Reserve reserve reserve Total
Premium Reserve reserve
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 1 January 2005 9,278 3,160 5,100 93 (362) 1,262 - 535 19,066
Net realised gains on
investments in
the period - - - - 1,193 - - - 1,193
Capitalised investment
management
and performance fees - - - - (382) - - - (382)
Tax relief on costs - - - - 127 - - - 127
charged to capital
Share redemptions (126) - (236) 126 - - - - (236)
Movement in unrealised - - - - - 445 - - 445
appreciation
Revenue return - - - - - - - 610 610
attributable to
shareholders
Dividends paid - - - - (186) - - (907)
(1,093)
As at 31 December 2005 9,151 3,160 4,864 219 393 1,707 - 238 19,732
Net realised gains on
investments in
the year - - - - - - - - -
Capitalised investment
management
and performance fees - - - - (377) - - - (377)
Tax relief on costs - - - - 114 - - - 114
charged to capital
Share redemptions (91) - (171) 91 - - - - (171)
Purchase of own shares - - - - - - (149) - (149)
for Treasury
Movement in unrealised - - - - - (766) - - (766)
appreciation
Revenue return - - - - - - - 657 657
attributable to
shareholders
Dividends paid - - - - (156) - - (671) (827)
As at 31 December 2006 9,060 3,160 4,693 310 (26) 941 (149) 224 18,213
Cash flow Statement
for the year ended 31 December 2006
Ordinary Shares C Shares Total
Year ended Year ended Year ended
31 December 2006 31 December 2006 31 December 2006
£'000 £'000 £'000
Operating activities
Investment income received 506 577 1,083
Deposit income received 141 387 528
Other income received 22 13 35
Investment management fees paid (429) (637) (1,066)
Other operating expenses paid (98) (116) (214)
Other cash payments 39 (380) (341)
Net cash inflow/(outflow) from operating 181 (156) 25
activities
Taxation (144) (268) (412)
Capital expenditure and financial investment
Purchase of qualifying investments (1,565) (3,253) (4,818)
Purchase of non-qualifying investments - (377) (377)
Disposals of qualifying investments 1 - 1
Disposals of non-qualifying investments - 4,000 4,000
Net cash (outflow)/inflow from investing (1,564) 370 (1,194)
activities
Equity dividends paid
Dividends paid on ordinary shares (398) (827) (1,225)
Net cash outflow before financing (1,925) (881) (2,806)
Financing
Cancellation of shares (281) (171) (452)
Own treasury shares (239) (149) (388)
Intercompany account movement 67 (67) -
Net cash outflow from financing (453) (387) (840)
Decrease in cash in the year (2,378) (1,268) (3,646)
Cash flow Statement
for the year ended 31 December 2005
Ordinary Shares C Shares Total
Year ended Year ended Year ended
31 December 2005 31 December 2005 31 December 2005
£'000 £'000 £'000
Operating activities
Investment income received 253 482 735
Deposit income received 144 528 672
Other income received 6 16 22
Investment management fees paid (453) (451) (904)
Other cash payments (3) - (3)
Net cash (outflow)/inflow from operating (53) 575 522
activities
Taxation (536) - (536)
Capital expenditure and financial investment
Purchase of qualifying investments (1,595) (3,620) (5,215)
Purchase of non-qualifying investments - (92) (92)
Disposals of non-qualifying investments 2,405 2,340 4,745
Net cash inflow/(outflow) from investing 810 (1,372) (562)
activities
Equity dividends paid
Dividends paid on ordinary shares (713) (1,093) (1,806)
Net cash outflow before financing (492) (1,890) (2,382)
Financing
Cancellation of shares (513) (248) (761)
Net cash outflow from financing (513) (248) (761)
Decrease in cash in the year (1,005) (2,138) (3,143)
Notes
1) Close Brothers Development VCT PLC is managed by Close Ventures Limited.
2) Close Ventures Limited is authorised and regulated by the Financial
Services Authority.
3) The financial information set out in this announcement does not
constitute the Company's statutory accounts for the year ended 31 December 2006
or 2005.
4) The financial information for the year ended 31 December 2005 is derived
from the statutory accounts for that year delivered to the Registrar of
Companies. The auditors reported on those accounts; their report was unqualified
and did not contain any emphasis of matter or a statement under s237(2) or (3)
Companies Act 1985.
5) The financial information for the year ended 31 December 2006 has been
derived from the statutory accounts for the year which will be delivered to the
Registrar of Companies shortly. The auditors reported on those accounts; their
report was unqualified and did not contain statements under s237(2) or (3)
Companies Act 1985.
6) The financial information has been prepared on the basis of the
accounting policies set out in the Company's financial statements for the year
ended 31 December 2005.
7) There were no changes in equity other than those arising from capital
transactions with owners and distributions to owners.
This information is provided by RNS
The company news service from the London Stock Exchange
Latest directors dealings
- 3 hours ago Marlowe
- 3 hours ago Haleon
- 3 hours ago TUI AG Reg Shs (DI)
- 3 hours ago Georgia Capital
- 3 hours ago Weir Group