Half-yearly report

Albion Development VCT PLC As required by the UK Listing Authority's Disclosure and Transparency Rule 4.2, Albion Development VCT PLC today makes public its information relating to the Half-yearly Financial Report for the six months to 30 June 2009. This announcement was approved by the Board of Directors on 20 August 2009. Please click on the following link to view the full Half-yearly Financial Report (which is unaudited) for the period to 30 June 2009, which will shortly be sent to shareholders. The information contained in this link includes information as required by the Disclosure and Transparency Rules, including Rule 4.2. http://hugin.info/141803/R/1336244/317932.pdf Alternatively you may view the Half-yearly Financial Report at: www.albion-ventures.co.uk by clicking on the 'Our Funds' section. Investment Objectives Albion Development VCT PLC (the "Company") is a venture capital trust which raised a total of £14.6 million through an issue of shares in 1999, £11.7 million through an issue of C shares in late 2002 and the first half of 2003 and a further £7.0 million through a new C share issue during 2004. The C shares merged with the Ordinary shares in 2007. The investment strategy of the Company is to establish a diversified portfolio of holdings in smaller, unquoted companies whilst at the same time selecting and structuring investments in such a way as to reduce the risks normally associated with investment in such companies. It is intended that this will be achieved as follows: * Through investment in lower risk, often property based investments that provide a strong income stream to the VCT combined with a protection of capital. These include freehold-based businesses in the leisure sector, such as pubs and health clubs, as well as stable and profitable businesses in other sectors including business services and healthcare. Such investments will constitute the majority of investments by cost. * This is balanced by a smaller number of higher risk companies with greater growth prospects in sectors such as support, software and computer services. * In neither category would investee companies normally have any external borrowings with a prior charge ranking ahead of the VCT. * Up to two-thirds of qualifying investments by cost will comprise loan stock secured with a first charge on the investee company's assets. Financial Calendar Record date for second dividend 28 August 2009 Payment date for second dividend 25 September 2009 Financial year end 31 December 2009 Directors G O Vero FCA, Chairman D C Pinckney FCA, MA A J Phillipps PhD, MBA J G T Thornton MA, MBA, FCA Financial Highlights +-----------------------------------------------------------------+ | | | | | | | | | | 30 June 2009 | 30 June 2008 | | | | | (pence per share) | (pence per share) | |-----------------+---+---+-------------------+-------------------| | Net asset value | | | 79.2 | 102.8 | |-----------------+---+---+-------------------+-------------------| | Revenue return | | | 1.0 | 2.6 | |-----------------+---+---+-------------------+-------------------| | Capital return | | | (6.6) | 1.7 | +-----------------------------------------------------------------+ Ordinary shares C shares (pence per share) (pence per (ii) share) (ii) Total shareholder net asset value return to 30 June 2009 Total dividends paid during the year 31 December ended: 1999(i) 1.00 - 31 December 2000 2.90 - 31 December 2001 3.95 - 31 December 2002 4.20 - 31 December 2003(iii) 4.50 0.75 31 December 2004 4.00 2.00 31 December 2005 5.20 5.90 31 December 2006 3.00 4.50 31 December 2007(iv) 5.00 5.36 31 December 2008(iv) 12.00 12.86 Total dividends paid to 30 June 2009 45.75 31.37 Net asset value as at 30 June 2009(iv) 79.20 84.86 Total shareholder net asset value return to 30 June 2009 124.95 116.23 A dividend of 4 pence per share was paid in advance of the first dividend for the year ending 31 December 2009, on 30 December 2008. The Directors have declared a dividend of 4 pence per share comprising 2 pence from revenue profits and 2 pence from realised capital profits. The dividend will be payable on 25 September 2009 to shareholders on the register as at 28 August 2009. Notes (i) Assuming subscription for Ordinary shares by the First Closing on 26 January 1999. (ii) Excludes tax benefits upon subscription. (iii) Those subscribing for C shares after 30 June 2003 were not entitled to the interim dividend. (iv) The C shares were converted into Ordinary shares on 31 March 2007, with a conversion of 1.0715 Ordinary shares for each C share. The net asset value per share and all dividends paid subsequent to the conversion of the C shares to the Ordinary shares are multiplied by the conversion factor of 1.0715 in respect of the C shares return, in order to give an accurate picture of the shareholder value since launch relating to the C shares. Interim Management Report Introduction The results for Albion Development VCT PLC for the six months to 30 June 2009 show a negative total return of 5.6 pence per share (30 June 2008: 4.3 pence per share positive return; 31 December 2008: 4.3 pence per share negative return). This reflects our continuing cautious view of investment valuations in a difficult economic climate and does not alter our longer-term confidence in the prospects of the portfolio as a whole. Investment performance and progress A number of our investee companies saw an increase in profitability during the period. The majority of the write down in the portfolio as a whole came as a result of third party valuations of the property-based investments. The largest was in Evolutions Television, whose freehold offices off Oxford Street in central London reduced in value by one-third. Our pub and health and fitness club investments were also written down in line with the commercial property market, though the great majority of these units are trading profitably. In addition, provision was made against Chichester Holdings (drinks distribution) which saw a decline in its previously strong levels of profitability. Nevertheless, the portfolio as a whole remains stable, despite the cautious view of investment valuations, since it is the Company's policy to ensure that investee companies do not have external bank borrowings. The investment portfolio has also seen a decline in investment income over the period. Much of this is the result of the current very low market interest rates which look set to continue for the time-being; these have not only resulted in a sharp decline in non-qualifying income, but have also affected the revenue from qualifying investments where certain loan stocks have floating rate interest. In addition, income for the first six months of 2008 was affected by two non-recurring events, being the sale of Grosvenor Health and the re-structuring of our loan stock in Evolutions Television. The Company invested £602,000 in unquoted companies during the period, of which £210,000 was in Forth Photonics, a company involved in the development and sale of detectors for cervical cancer. The balance was invested in existing investee companies, to fund either further purchases at attractive prices (in the case of pubs), further organic growth or to ensure that the relevant investee company achieves profitability. Related party transactions Details of material related party transactions for the reporting period can be found in note 15 to this Half-yearly Financial Report. Risks and uncertainties The key risks affecting the Company remain the recession in the UK and the difficult continuing outlook for the world economy in general. As mentioned above, because it is our policy that investee companies do not have external gearing, our portfolio remains relatively well equipped to cope with this broader, negative climate. Other risks and uncertainties remain unchanged, and are as detailed on page 19 of the Annual Report & Financial Statements for the year ended 31 December 2008. Split of portfolio valuation by sector as at 30 June 2009 http://hugin.info/141803/R/1336244/317939.pdf Source: Albion Ventures LLP Outlook The key tasks for the Company are threefold: first, to ensure that those companies that are not yet in profit, are positioned to achieve profitability, second, that the investment portfolio is capable of generating a satisfactory level of income for the Company, and third, to take advantage of the interesting investment opportunities at attractive values that are now available in the market. Good progress has been made in the first area over the past six months and, in the second we are continuing to focus on generating income from our loan stock investments. In the third, we are particularly concentrating on areas such as healthcare and environment, both in technology and non-technology areas, where we see strong, longer-term growth. Having said that, we are also taking advantage of value opportunities in other sectors as they arise. New D share issue In June 2009, the Board announced its intention to launch a new D share issue in the Autumn of this year, to raise £25 million before expenses. The Offer would create a separate class of shares 'D Shares' in the Company which would eventually merge with the existing Ordinary shares. The issue will be subject to shareholder approval, and further details will be sent to shareholders in due course. Results and dividends As at 30 June 2009 the net asset value was £23.6 million (30 June 2008: £31.2 million; 31 December 2008: £25.4 million). Revenue return before tax for the six months was £386,000 (30 June 2008: £1.1 million; 31 December 2008: £1.7 million). Capital losses on investments were £1.9 million for the first six months of 2009 compared to £3.1 million for the second six months of 2008 and £2.3 million for the year to 31 December 2008. Shareholders will recall that a third dividend of 4 pence per share was paid in December 2008 and that therefore no first dividend was paid in respect of the current year. A second dividend of 4 pence per share will be paid on 25 September 2009 to shareholders on the register at 28 August 2009. Bi-annual dividends will resume on their normal pattern in 2010. Geoffrey Vero Chairman 20 August 2009 Responsibility Statement The Directors, as listed in this Half-yearly Financial Report, are responsible for preparing the Half-yearly Financial Report. The Directors have chosen to prepare this Half-yearly Financial Report for the Company in accordance with United Kingdom Generally Accepted Accounting Practice ("UK GAAP"). In preparing these summarised financial statements for the period to 30 June 2009, we the Directors of the Company, confirm that to the best of our knowledge: (a) the summarised set of financial statements has been prepared in accordance with the pronouncement on interim reporting issued by the Accounting Standards Board; (b) the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); (c) the summarised set of financial statements give a true and fair view in accordance with UK GAAP of the assets, liabilities, financial position and profit and loss of the Company for the six months ended 30 June 2009 and comply with UK GAAP and Companies Act 1985 and 2006 and; (d) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein). The accounting policies applied to the Half-yearly Financial Report have been consistently applied in current and prior periods and are those applied in the Annual Report and Financial Statements for the year ended 31 December 2008. This Half-yearly Financial Report has not been audited or reviewed by the auditors. By order of the Board Geoffrey Vero Chairman 20 August 2009 Portfolio of Investments (unaudited) The following is a summary of the qualifying fixed asset investments as at 30 June 2009. +-------------------------------------------------------------------------------+ | | | | | Cumulative| | | | | |Investment|movement in| Total| | | |% voting rights|to date at| carrying/| carrying/| | |% voting|of AVL* managed| cost| fair value|fair value| |Investee company | rights| companies| £'000| £'000| £'000| |--------------------+--------+---------------+----------+-----------+----------| |Evolutions | | | | | | |Television Limited | 23.7| 49.9| 4,255| (1,919)| 2,336| |--------------------+--------+---------------+----------+-----------+----------| |The Weybridge Club | | | | | | |Limited | 9.4| 50.0| 1,520| (153)| 1,367| |--------------------+--------+---------------+----------+-----------+----------| |Mears Group plc** | 0.6| 0.6| 1,600| (567)| 1,033| |--------------------+--------+---------------+----------+-----------+----------| |Blackbay Limited | 7.0| 32.9| 764| 195| 959| |--------------------+--------+---------------+----------+-----------+----------| |Peakdale Molecular | | | | | | |Limited | 9.2| 15.5| 1,353| (403)| 950| |--------------------+--------+---------------+----------+-----------+----------| |CS (Greenwich) | | | | | | |Limited | 15.5| 50.0| 850| (154)| 696| |--------------------+--------+---------------+----------+-----------+----------| |Droxford Hospital | | | | | | |Limited | 12.6| 50.0| 675| (3)| 672| |--------------------+--------+---------------+----------+-----------+----------| |Kensington Health | | | | | | |Clubs Limited | 5.1| 50.0| 1,124| (473)| 651| |--------------------+--------+---------------+----------+-----------+----------| |Consolidated PR | | | | | | |Limited | 10.6| 21.1| 691| (118)| 573| |--------------------+--------+---------------+----------+-----------+----------| |Chichester Holdings | | | | | | |Limited | 10.6| 50.0| 700| (200)| 500| |--------------------+--------+---------------+----------+-----------+----------| |The Q Garden Company| | | | | | |Limited | 33.3| 49.8| 1,198| (698)| 500| |--------------------+--------+---------------+----------+-----------+----------| |Tower Bridge Health | | | | | | |Clubs Limited | 4.5| 50.0| 494| (63)| 431| |--------------------+--------+---------------+----------+-----------+----------| |Dexela Limited | 5.9| 37.3| 415| 9| 424| |--------------------+--------+---------------+----------+-----------+----------| |Prime Care Holdings | | | | | | |Limited | 8.1| 42.2| 386| 12| 398| |--------------------+--------+---------------+----------+-----------+----------| |CS (Brixton) Limited| 8.4| 50.0| 325| 48| 373| |--------------------+--------+---------------+----------+-----------+----------| |Bravo Inns II | | | | | | |Limited | 4.2| 50.0| 360| (18)| 342| |--------------------+--------+---------------+----------+-----------+----------| |Helveta Limited | 3.8| 28.6| 364| (66)| 298| |--------------------+--------+---------------+----------+-----------+----------| |RFI Global Services | | | | | | |Limited | 6.2| 27.0| 515| (239)| 276| |--------------------+--------+---------------+----------+-----------+----------| |Lowcosttravelgroup | | | | | | |Limited | 3.1| 13.9| 435| (179)| 256| |--------------------+--------+---------------+----------+-----------+----------| |Xceleron Limited | 3.9| 45.1| 356| (106)| 250| |--------------------+--------+---------------+----------+-----------+----------| |Mi-Pay Limited | 3.9| 38.5| 310| (67)| 243| |--------------------+--------+---------------+----------+-----------+----------| |Mirada Limited | 7.2| 45.0| 240| 2| 242| |--------------------+--------+---------------+----------+-----------+----------| |The Charnwood Pub | | | | | | |Company Limited | 4.7| 50.0| 280| (59)| 221| |--------------------+--------+---------------+----------+-----------+----------| |Welland Inns VCT | | | | | | |Limited | 6.1| 50.0| 600| (387)| 213| |--------------------+--------+---------------+----------+-----------+----------| |Forth Photonics | | | | | | |Limited | 1.7| 12.2| 210| -| 210| |--------------------+--------+---------------+----------+-----------+----------| |GB Pub Company | | | | | | |Limited | 9.1| 50.0| 406| (222)| 184| |--------------------+--------+---------------+----------+-----------+----------| |The Dunedin Pub | | | | | | |Company VCT Limited | 6.2| 50.0| 317| (159)| 158| |--------------------+--------+---------------+----------+-----------+----------| |Opta Sports Data | | | | | | |Limited | 1.4| 15.3| 140| 11| 151| |--------------------+--------+---------------+----------+-----------+----------| |Rostima Limited | 4.2| 35.0| 315| (167)| 148| |--------------------+--------+---------------+----------+-----------+----------| |Premier Leisure | | | | | | |(Suffolk) Limited | 5.9| 45.0| 480| (353)| 127| |--------------------+--------+---------------+----------+-----------+----------| |Bravo Inns Limited | 2.6| 50.0| 230| (106)| 124| |--------------------+--------+---------------+----------+-----------+----------| |CS (Exeter) Limited | 8.3| 45.0| 125| (2)| 123| |--------------------+--------+---------------+----------+-----------+----------| |Novello Limited | 8.2| 50.0| 233| (125)| 108| |--------------------+--------+---------------+----------+-----------+----------| |Point 35 | | | | | | |Microstructures | | | | | | |Limited | 1.6| 28.1| 124| (40)| 84| |--------------------+--------+---------------+----------+-----------+----------| |Oxsensis Limited | 1.6| 22.3| 145| (72)| 73| |--------------------+--------+---------------+----------+-----------+----------| |Process Systems | | | | | | |Enterprise Limited | 0.7| 11.9| 95| (39)| 56| |--------------------+--------+---------------+----------+-----------+----------| |Vibrant Energy | | | | | | |Surveys Limited | 3.1| 25.6| 240| (193)| 47| |--------------------+--------+---------------+----------+-----------+----------| |City Screen | | | | | | |(Liverpool) Limited | 4.5| 50.0| 50| (10)| 40| |--------------------+--------+---------------+----------+-----------+----------| |CS (Norwich) Limited| 3.1| 45.0| 50| (15)| 35| |--------------------+--------+---------------+----------+-----------+----------| |River Bourne Health | | | | | | |Club Limited | 5.0| 50.0| 100| (81)| 19| |--------------------+--------+---------------+----------+-----------+----------| |Pelican Inn Limited | 9.4| 50.0| 43| (41)| 2| |--------------------+--------+---------------+----------+-----------+----------| |Total qualifying | | | | | | |investments | | | 23,113| (7,220)| 15,893| +-------------------------------------------------------------------------------+ * Albion Ventures LLP **Aim quoted investment The following is a summary of the non-qualifying fixed asset investments as at 30 June 2009. +---------------------------------------------------------------------------+ | | As at 30 June 2009 | |----------------+----------------------------------------------------------| | | | | | Cumulative| | | | | |Investment|movement in| Total| | | |% voting rights|to date at| carrying/| carrying/| | |% voting|of AVL* managed| cost| fair value|fair value| |Investee company| rights| companies| £'000| £'000| £'000| |----------------+--------+---------------+----------+-----------+----------| | | | | | | | |----------------+--------+---------------+----------+-----------+----------| |Smiles Pub | | | | | | |Company Limited | 48.4| 100.0| 929| (155)| 774| |----------------+--------+---------------+----------+-----------+----------| |Consolidated PR | | | | | | |Limited | 2.2| 4.4| 33| 21| 54| |----------------+--------+---------------+----------+-----------+----------| |Total | | | | | | |non-qualifying | | | | | | |investments | | | 962| (134)| 828| |----------------+--------+---------------+----------+-----------+----------| |Total fixed | | | | | | |asset | | | | | | |investments | | | 24,075| (7,354)| 16,721| +---------------------------------------------------------------------------+ * Albion Ventures LLP Summary Income Statement +----------------------------------------------------------------------------------------------------------------+ | | | Unaudited | Unaudited | Audited | | | | six months ended | six months ended | year ended | | | | 30 June 2009 | 30 June 2008 | 31 December 2008 | |-------------------------------------+----+-----------------------+---------------------+-----------------------| | | |Revenue|Capital| Total|Revenue|Capital|Total|Revenue|Capital| Total| | |Note| £'000| £'000| £'000| £'000| £'000|£'000| £'000| £'000| £'000| |-------------------------------------+----+-------+-------+-------+-------+-------+-----+-------+-------+-------| |(Losses)/gains on investments | 3| -|(1,889)|(1,889)| -| 776| 776| -|(2,326)|(2,326)| |-------------------------------------+----+-------+-------+-------+-------+-------+-----+-------+-------+-------| |Investment income | 4| 531| -| 531| 1,348| -|1,348| 1,978| -| 1,978| |-------------------------------------+----+-------+-------+-------+-------+-------+-----+-------+-------+-------| |Investment Management fees | | (69)| (207)| (276)| (124)| (367)|(491)| (184)| (547)| (731)| |-------------------------------------+----+-------+-------+-------+-------+-------+-----+-------+-------+-------| |Recovery of VAT | 6| 23| 70| 93| -| -| -| 104| 310| 414| |-------------------------------------+----+-------+-------+-------+-------+-------+-----+-------+-------+-------| |Other expenses | | (99)| -| (99)| (120)| -|(120)| (224)| -| (224)| |-------------------------------------+----+-------+-------+-------+-------+-------+-----+-------+-------+-------| |Return/(loss) on ordinary activities | | | | | | | | | | | |before tax | | 386|(2,026)|(1,640)| 1,104| 409|1,513| 1,674|(2,563)| (889)| |-------------------------------------+----+-------+-------+-------+-------+-------+-----+-------+-------+-------| |Tax (charge)/credit on ordinary | | | | | | | | | | | |activities | | (86)| 39| (47)| (322)| 99|(223)| (487)| 70| (417)| |-------------------------------------+----+-------+-------+-------+-------+-------+-----+-------+-------+-------| |Return/(loss) attributable to | | | | | | | | | | | |shareholders | | 300|(1,987)|(1,687)| 782| 508|1,290| 1,187|(2,493)|(1,306)| |-------------------------------------+----+-------+-------+-------+-------+-------+-----+-------+-------+-------| |Basic and diluted return/(loss) per | | | | | | | | | | | |share (pence)* | 7| 1.0| (6.6)| (5.6)| 2.6| 1.7| 4.3| 3.9| (8.2)| (4.3)| +----------------------------------------------------------------------------------------------------------------+ *excluding treasury shares Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2008 and the audited statutory accounts for the year ended 31 December 2008. The accompanying notes form an integral part of this Half-yearly Financial Report. The total column of this Summary Income Statement represents the profit and loss account of the Company. The supplementary revenue and capital columns have been prepared in accordance with the Association of Investment Companies' Statement of Recommended Practice. All revenue and capital items in the above statement derive from continuing operations. There are no recognised gains or losses other than the results for the periods disclosed above. Accordingly a Statement of Total Recognised Gains and Losses is not required. The difference between the reported loss on ordinary activities before tax and the historical profit is due to the fair value movements on investments. As a result a Note on Historical Cost Profit and Losses has not been prepared. Summary Balance Sheet +-------------------------------------------------------------------+ | | | | | Audited | | | | Unaudited | Unaudited | 31 | | | | 30 June | 30 June | December | | | | 2009 | 2008 | 2008 | | | Note | £'000 | £'000 | £'000 | |-------------------------+------+-----------+-----------+----------| | Fixed asset investments | | | | | |-------------------------+------+-----------+-----------+----------| | Qualifying | | 15,893 | 18,536 | 17,434 | |-------------------------+------+-----------+-----------+----------| | Non-qualifying | | 828 | 935 | 856 | |-------------------------+------+-----------+-----------+----------| | Total fixed asset | | | | | | investments | 8 | 16,721 | 19,471 | 18,290 | |-------------------------+------+-----------+-----------+----------| | | | | | | |-------------------------+------+-----------+-----------+----------| | Current assets | | | | | |-------------------------+------+-----------+-----------+----------| | Trade and other debtors | | 218 | 270 | 708 | |-------------------------+------+-----------+-----------+----------| | Current asset | | | | | | investments | | - | 2,977 | 3,014 | |-------------------------+------+-----------+-----------+----------| | Cash at bank and in | | | | | | hand | 12 | 6,813 | 9,292 | 3,790 | |-------------------------+------+-----------+-----------+----------| | | | 7,031 | 12,539 | 7,512 | |-------------------------+------+-----------+-----------+----------| | | | | | | |-------------------------+------+-----------+-----------+----------| | Creditors: amounts | | | | | | falling due within one | | | | | | year | | (133) | (813) | (369) | |-------------------------+------+-----------+-----------+----------| | Net current assets | | 6,898 | 11,726 | 7,143 | |-------------------------+------+-----------+-----------+----------| | Net assets | | 23,619 | 31,197 | 25,433 | |-------------------------+------+-----------+-----------+----------| | | | | | | |-------------------------+------+-----------+-----------+----------| | Capital and reserves | | | | | |-------------------------+------+-----------+-----------+----------| | Called up share capital | 9 | 16,307 | 16,219 | 16,307 | |-------------------------+------+-----------+-----------+----------| | Share premium | | 3,266 | 3,208 | 3,266 | |-------------------------+------+-----------+-----------+----------| | Special reserve | | 9,223 | 9,223 | 9,223 | |-------------------------+------+-----------+-----------+----------| | Capital redemption | | | | | | reserve | | 1,183 | 1,183 | 1,183 | |-------------------------+------+-----------+-----------+----------| | Own treasury shares | | | | | | reserve | | (2,399) | (1,825) | (2,272) | |-------------------------+------+-----------+-----------+----------| | Realised reserve | | 2,400 | 4,290 | 2,459 | |-------------------------+------+-----------+-----------+----------| | Unrealised capital | | | | | | reserve | | (7,550) | (2,562) | (5,622) | |-------------------------+------+-----------+-----------+----------| | Revenue reserve | | 1,189 | 1,461 | 889 | |-------------------------+------+-----------+-----------+----------| | Total equity | | | | | | shareholders' funds | | 23,619 | 31,197 | 25,433 | |-------------------------+------+-----------+-----------+----------| | Net asset value per | | | | | | share (pence)* | | 79.2 | 102.8 | 84.8 | +-------------------------------------------------------------------+ *excluding treasury shares Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2008 and the audited statutory accounts for the year ended 31 December 2008. The accompanying notes form an integral part of this Half-yearly Financial Report. These financial statements were approved by the Board of Directors, and authorised for issue on 20 August 2009 and were signed on its behalf by Geoffrey Vero Chairman Summary Reconciliation of Movement in Shareholders' Funds +--------------------------------------------------------------------------------------------------------------------+ | | | | | | Own| | | | | | |Called-up| | | Capital|treasury|Realised|Unrealised| | | | | share| Share| Special|redemption| shares| capital| capital| Revenue| | | | capital|premium|reserve*| reserve|reserve*|reserve*| reserve*|reserve*| Total| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| | | £'000| £'000| £'000| £'000| £'000| £'000| £'000| £'000| £'000| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |As at 1 January 2009 (audited) | 16,307| 3,266| 9,223| 1,183| (2,272)| 2,459| (5,622)| 889| 25,433| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |Net realised gains on | | | | | | | | | | |investments in the period | -| -| -| -| -| 39| -| -| 39| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |Movement in unrealised | | | | | | | | | | |appreciation | -| -| -| -| -| -| (1,928)| -|(1,928)| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |Capitalised investment | | | | | | | | | | |management fees | -| -| -| -| -| (207)| -| -| (207)| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |Tax relief on costs charged to | | | | | | | | | | |capital | -| -| -| -| -| 39| -| -| 39| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |Recoverable VAT capitalised | -| -| -| -| -| 70| -| -| 70| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |Purchase of own treasury shares | -| -| -| -| (127)| -| -| -| (127)| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |Revenue return attributable to | | | | | | | | | | |shareholders | -| -| -| -| -| -| -| 300| 300| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |As at 30 June 2009 (unaudited) | 16,307| 3,266| 9,223| 1,183| (2,399)| 2,400| (7,550)| 1,189| 23,619| +--------------------------------------------------------------------------------------------------------------------+ +--------------------------------------------------------------------------------------------------------------------+ | | | | | | Own| | | | | | |Called-up| | | Capital|treasury|Realised|Unrealised| | | | | share| Share| Special|redemption| shares| capital| capital| Revenue| | | | capital|premium|reserve*| reserve|reserve*|reserve*| reserve*|reserve*| Total| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| | | £'000| £'000| £'000| £'000| £'000| £'000| £'000| £'000| £'000| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |As at 1 January 2008 (audited) | 16,219| 3,208| 9,223| 1,183| (1,610)| 1,474| 129| 1,061| 30,887| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |Net realised gains on | | | | | | | | | | |investments in the period | -| -| -| -| -| 3,467| -| -| 3,467| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |Movement in unrealised | | | | | | | | | | |appreciation | -| -| -| -| -| -| (2,691)| -|(2,691)| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |Capitalised investment | | | | | | | | | | |management fees | -| -| -| -| -| (367)| -| -| (367)| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |Tax relief on costs charged to | | | | | | | | | | |capital | -| -| -| -| -| 99| -| -| 99| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |Purchase of own treasury shares | -| -| -| -| (215)| -| -| -| (215)| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |Revenue return attributable to | | | | | | | | | | |shareholders | -| -| -| -| -| -| -| 782| 782| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |Dividends paid | -| -| -| -| -| (383)| -| (382)| (765)| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |As at 30 June 2008 (unaudited) | 16,219| 3,208| 9,223| 1,183| (1,825)| 4,290| (2,562)| 1,461| 31,197| +--------------------------------------------------------------------------------------------------------------------+ +--------------------------------------------------------------------------------------------------------------------+ | | | | | | Own| | | | | | |Called-up| | | Capital|treasury|Realised|Unrealised| | | | | share| Share| Special|redemption| shares| capital| capital| Revenue| | | | capital|premium|reserve*| reserve|reserve*|reserve*| reserve*|reserve*| Total| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| | | £'000| £'000| £'000| £'000| £'000| £'000| £'000| £'000| £'000| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |As at 1 January 2008 (audited) | 16,219| 3,208| 9,223| 1,183| (1,610)| 1,474| 129| 1,061| 30,887| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |Net realised gains on | | | | | | | | | | |investments in the period | -| -| -| -| -| 3,425| -| -| 3,425| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |Movement in unrealised | | | | | | | | | | |appreciation | -| -| -| -| -| -| (5,751)| -|(5,751)| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |Capitalised investment | | | | | | | | | | |management fees | -| -| -| -| -| (547)| -| -| (547)| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |Tax relief on costs charged to | | | | | | | | | | |capital | -| -| -| -| -| 70| -| -| 70| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |Recoverable VAT capitalised | -| -| -| -| -| 310| -| -| 310| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |Purchase of own treasury shares | -| -| -| -| (662)| -| -| -| (662)| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |Issue of equity (net of costs) | 88| 58| -| -| -| -| -| -| 146| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |Revenue return attributable to | | | | | | | | | | |shareholders | -| -| -| -| -| -| -| 1,187| 1,187| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |Dividends paid | -| -| -| -| -| (2,273)| -| (1,359)|(3,632)| |--------------------------------+---------+-------+--------+----------+--------+--------+----------+--------+-------| |As at 31 December 2008 (audited)| 16,307| 3,266| 9,223| 1,183| (2,272)| 2,459| (5,622)| 889| 25,433| +--------------------------------------------------------------------------------------------------------------------+ *Included within these reserves is an amount of £2,863,000 (30 June 2008: £10,587,000; 31 December 2008: £4,677,000) which is considered distributable. The Special reserve has been treated as distributable in determining the amounts available for distribution. Summary Cash Flow Statement +-------------------------------------------------------------------+ | | | | | Audited | | | | Unaudited | Unaudited | year | | | | six months | six months | ended | | | | ended | ended | 31 | | | | 30 June | 30 June | December | | | | 2009 | 2008 | 2008 | | | Note | £'000 | £'000 | £'000 | |-----------------------+------+------------+------------+----------| | Operating activities | | | | | |-----------------------+------+------------+------------+----------| | Investment income | | | | | | received | | 485 | 1,045 | 1,487 | |-----------------------+------+------------+------------+----------| | Deposit interest | | | | | | received | | 46 | 175 | 296 | |-----------------------+------+------------+------------+----------| | Other income received | | - | 6 | 265 | |-----------------------+------+------------+------------+----------| | Investment management | | | | | | fees paid | | (254) | (458) | (1,015) | |-----------------------+------+------------+------------+----------| | VAT recovery | | 488 | - | - | |-----------------------+------+------------+------------+----------| | Administrative fees | | | | | | paid | | (109) | (137) | (252) | |-----------------------+------+------------+------------+----------| | Net cash inflow from | | | | | | operating activities | 11 | | | | |-----------------------+------+------------+------------+----------| | | | 656 | 631 | 781 | |-----------------------+------+------------+------------+----------| | Taxation | | | | | |-----------------------+------+------------+------------+----------| | UK corporation tax | | | | | | (paid)/received | | (384) | 42 | (271) | |-----------------------+------+------------+------------+----------| | | | | | | |-----------------------+------+------------+------------+----------| | Capital expenditure | | | | | | and financial | | | | | | investments | | | | | |-----------------------+------+------------+------------+----------| | Purchase of | | | | | | qualifying fixed | | | | | | asset investments | | (415) | (696) | (3,261) | |-----------------------+------+------------+------------+----------| | Purchase of | | | | | | non-qualifying fixed | | | | | | asset investments | | - | - | (33) | |-----------------------+------+------------+------------+----------| | Purchase of current | | | | | | asset investment | | - | - | (50) | |-----------------------+------+------------+------------+----------| | Disposal of current | | | | | | asset investment | | 3,050 | - | - | |-----------------------+------+------------+------------+----------| | Disposal of | | | | | | qualifying fixed | | | | | | asset investments | | 237 | 6,237 | 6,769 | |-----------------------+------+------------+------------+----------| | Net cash inflow from | | | | | | investing activities | | 2,872 | 5,541 | 3,425 | |-----------------------+------+------------+------------+----------| | | | | | | |-----------------------+------+------------+------------+----------| | Equity dividends paid | | | | | |-----------------------+------+------------+------------+----------| | Dividends paid | 5 | - | (765) | (3,632) | |-----------------------+------+------------+------------+----------| | Net cash inflow | | | | | | before financing | | 3,144 | 5,449 | 303 | |-----------------------+------+------------+------------+----------| | | | | | | |-----------------------+------+------------+------------+----------| | Financing | | | | | |-----------------------+------+------------+------------+----------| | Purchase of own | | | | | | shares | | (110) | (148) | (662) | |-----------------------+------+------------+------------+----------| | Issue of equity | | - | - | 161 | |-----------------------+------+------------+------------+----------| | Issue of equity costs | | (11) | - | (3) | |-----------------------+------+------------+------------+----------| | Net cash outflow from | | | | | | financing | | (121) | (148) | (504) | |-----------------------+------+------------+------------+----------| | Cash inflow/(outflow) | | | | | | in the period | 12 | 3,023 | 5,301 | (201) | +-------------------------------------------------------------------+ Notes to the Summarised Financial Statements for the six months ended 30 June 2009 1. Accounting convention The financial statements have been prepared in accordance with the historical cost convention, modified to include the revaluation of investments, in accordance with applicable United Kingdom law and accounting standards and with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" ("SORP") issued by the Association of Investment Companies ("AIC") in January 2009. Accounting policies have been applied consistently in current and prior periods. 2. Accounting policies Investments Quoted and unquoted equity investments In accordance with FRS 26 "Financial Instruments Recognition and Measurement", quoted and unquoted equity investments are designated as fair value through profit or loss ("FVTPL"). Investments listed on recognised exchanges are valued at the closing bid prices at the end of the accounting period. Unquoted investments' fair value is determined by the Directors in accordance with the International Private Equity and Venture Capital Valuation Guidelines (IPEVCV guidelines). Fair value movements on equity investments and gains and losses arising on the disposal of investments are reflected in the capital column of the Income Statement in accordance with the AIC SORP. Realised gains or losses on the sale of investments will be reflected in the Realised capital reserve, and unrealised gains or losses arising from the revaluation of investments will be reflected in the Unrealised capital reserve. Unquoted loan stock Unquoted loan stock is classified as loans and receivables in accordance with FRS 26 and carried at amortised cost using the Effective Interest Rate method ("EIR") less impairment. Movements in respect of capital provisions are reflected in the capital column of the Income Statement and are reflected in the Realised capital reserve following sale, or in the Unrealised capital reserve on revaluation. Loan stocks which are not impaired or past due are considered fully performing in terms of contractual interest and capital repayments and the Board does not consider that there is a current likelihood of a shortfall on security cover for these assets. For unquoted loan stock, the amount of the impairment is the difference between the asset's cost and the present value of estimated future cash flows, discounted at the effective interest rate. Floating rate notes In accordance with FRS 26, floating rate notes are designated as fair value through profit or loss. Floating rate notes are valued at market bid price at the balance sheet date. Floating rate notes are classified as current asset investments as they are investments held for the short term and comparative classification in the Balance Sheet for 30 June 2008 has been restated accordingly. Warrants, convertibles and unquoted equity derived instruments Warrants, convertibles and unquoted equity derived instruments are only valued if their exercise or contractual conversion terms would allow them to be exercised or converted as at the balance sheet date, and if there is additional value to the Company in exercising or converting as at the balance sheet date. Otherwise these instruments are held at nil value. The valuation techniques used are those used for the underlying equity investment. Investments are recognised as financial assets on legal completion of the investment contract and are de-recognised on legal completion of the sale of an investment. Dividend income is not recognised as part of the fair value movement of an investment, but is recognised separately as investment income through the Revenue reserve when a share becomes ex-dividend. Loan stock accrued interest is recognised in the Balance Sheet as part of the carrying value of the loans and receivables at the end of each reporting period. It is not the Company's policy to exercise control or significant influence over investee companies. Therefore in accordance with the exemptions under FRS 9 "Associates and joint ventures", those undertakings in which the Company holds more than 20 per cent. of the equity are not regarded as associated undertakings. Investment income Quoted and unquoted equity income Dividend income is included in revenue when the investment is quoted ex-dividend. Unquoted loan stock and other preferred income Fixed returns on non-equity shares and debt securities are recognised on a time apportionment basis using the effective interest rate over the life of the financial instrument. Income which is not capable of being received within a reasonable period of time is reflected in the capital value of the investment. Bank interest income Interest income is recognised on an accruals basis using the rate of interest agreed with the bank. Floating rate note income Floating rate note income is recognised on an accruals basis using the interest rate applicable to the floating rate note at that time. Investment management fees and other expenses All expenses have been accounted for on an accruals basis. Expenses are charged through the Revenue account except the following which are charged through the Realised capital reserve: * 75 per cent. of management fees are allocated to the capital account to the extent that these relate to an enhancement in the value of the investments and in line with the Board's expectation that over the long term 75 per cent. of the Company's investment returns will be in the form of capital gains; and * expenses which are incidental to the purchase or disposal of an investment are charged through the Realised capital reserve. Performance incentive fee In the event that a performance incentive fee crystallises, the fee will be allocated between Revenue and Realised capital reserves based upon the proportion to which the calculation of the fee is attributable to revenue and capital returns. Taxation Taxation is applied on a current basis in accordance with FRS 16 "Current tax". Taxation associated with capital expenses is applied in accordance with the SORP. In accordance with FRS 19 "Deferred tax", deferred taxation is provided in full on timing differences that result in an obligation at the balance sheet date to pay more tax or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the financial statements. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. The specific nature of taxation of venture capital trusts means that it is unlikely that any deferred tax will arise. The Directors have considered the requirements of FRS 19 and do not believe that any provision should be made. Reserves Share premium account This reserve accounts for the difference between the price paid for shares and the nominal value of the shares, less issue costs and transfers to the Special reserve. Special reserve The cancellation of the share premium account has created a special reserve that can be used to fund market purchases and subsequent cancellation of own shares, to cover gross realised losses, and for other distributable purposes. Capital redemption reserve This reserve accounts for amounts by which the issued share capital is diminished through the repurchase and cancellation of the Company's own shares. Own treasury shares reserve This reserve accounts for amounts by which the distributable reserves of the Company are diminished through the repurchase of the Company's own shares for treasury. Realised capital reserve The following are disclosed in this reserve: * gains and losses compared to cost on the realisation of investments; * expenses, together with the related taxation effect, charged in accordance with the above policies; and * dividends paid to equity holders. Unrealised capital reserve Increases and decreases in the valuation of investments held at the year end against cost, are included in this reserve. Dividends In accordance with FRS 21 "Events after the balance sheet date", dividends declared by the Company are accounted for in the period in which the dividend has been paid or approved by shareholders in an Annual General Meeting. 3. (Losses)/gains on investments Unaudited Unaudited Audited six months six months year ended ended ended 31 December 30 June 2009 30 June 2008 2008 £'000 £'000 £'000 Unrealised losses on fixed asset investments held at fair value through profit or loss account (592) (2,804) (5,334) Unrealised (losses)/gains on fixed asset investments held at amortised cost (1,369) 113 (379) Unrealised losses on fixed asset investments (1,961) (2,691) (5,713) Unrealised gains/(losses) on current asset investments held at fair value through profit or loss account 33 - (38) Unrealised losses sub-total (1,928) (2,691) (5,751) Realised gains on investments held at fair value through profit or loss account 39 3,467 3,425 Total (1,889) 776 (2,326) Investments valued on amortised cost basis are unquoted loan stock instruments. 4. Investment income Unaudited Unaudited Audited six months six months year ended ended ended 30 June 31 December 30 June 2009 2008 2008 £'000 £'000 £'000 Income recognised on investments held at fair value through profit or loss account UK dividend income 47 - 62 Management fees received from equity investments - 13 10 Floating rate note interest 20 92 186 Bank deposit interest 32 125 291 Other income 1 2 4 100 232 553 Income recognised on investments held at amortised cost Return on loan stock investments 431 1,116 1,425 531 1,348 1,978 All of the Company's income is derived from operations based in the United Kingdom. 5. Dividends Unaudited Unaudited Audited six months six months year ended ended ended 31 December 30 June 2009 30 June 2008 2008 £'000 £'000 £'000 Dividend of 2.5p (1.25p capital and 1.25p revenue) per share paid on 16 May 2008 - 765 765 Dividend of 5.5p (4.75p capital and 0.75p revenue) per share paid on 3 October 2008 - - 1,669 Dividend of 4.0p (1.5p capital and 2.5p revenue) per share paid on 30 December 2008 - - 1,198 - 765 3,632 A dividend of 4 pence per share was paid in advance of the first dividend for the year ending 31 December 2009, on 30 December 2008. The Directors have declared a dividend of 4 pence per share payable on 25 September 2009 to shareholders on the register as at 28 August 2009. The approximate cost of the dividend is £1,200,000. 6. Recovery of VAT Following the HMRC business briefing permitting the recovery of historic VAT that had been charged on management fees, the Company has recognised £93,000 for the six months to 30 June 2009 in addition to the £414,000 that was recognised in the Income Statement for the year to 31 December 2008.This is an estimate net of any associated management and performance fee costs. 7. Basic and diluted return per share The return per share has been calculated on 29,943,949 Ordinary shares excluding treasury shares (30 June 2008: 30,584,478; 31 December 2008: 30,366,813) being the weighted number of shares in issue for the period. There are no convertible instruments, derivatives or contingent share agreements in issue for Albion Development VCT PLC hence there are no dilution effects to the return per share. The basic return per share is therefore the same as the diluted return per share. 8. Investments Fixed asset investments held at fair value through profit or loss total £4,502,000 (30 June 2008: £6,587,000: 31 December 2008: £4,792,000). Fixed asset investments held at amortised cost total £12,219,000 (30 June 2008: £12,884,000; 31 December 2008: £13,498,000). 9. Share Capital Unaudited Unaudited Audited six months six months year ended ended ended 31 December 30 June 2009 30 June 2008 2008 £'000 £'000 £'000 Authorised 50,000,000 Ordinary shares of 50p each (30 June 2008 and 31 December 2008: 50,000,000) 25,000 25,000 25,000 Allotted, called up and fully paid 32,613,482 Ordinary shares of 50p each (30 June 2008: 32,438,309; 31 December 2008: 32,613,482) 16,307 16,219 16,307 Allotted, called up and fully paid excluding treasury shares 29,811,374 Ordinary shares of 50p each (30 June 2008: 30,352,476; 31 December 2008: 29,993,767) 14,906 15,176 14,997 10. Treasury shares During the period to 30 June 2009 the Company purchased 182,393 Ordinary shares to be held in treasury at a cost of £127,000 (including costs), representing 0.61 per cent. of the shares in issue (excluding treasury shares) as at 1 January 2009. The shares purchased for treasury were funded from the Own treasury shares reserve. The total number of Ordinary shares held in treasury as at 30 June 2009 was 2,802,108 (30 June 2008: 2,085,833; 31 December 2008: 2,619,715) representing 8.79 per cent. of the shares in issue (excluding treasury shares) as at 1 January 2009. 11. Reconciliation of revenue return on ordinary activities before taxation to net cash inflow from operating activities Unaudited Unaudited Audited six months six months year ended ended ended 31 December 30 June 2009 30 June 2008 2008 £'000 £'000 £'000 Revenue return on ordinary activities before tax 386 1,104 1,674 Investment management fee charged to capital (207) (308) (547) Performance incentive fee charged to capital - (59) - VAT recovered 70 - 310 Movement in accrued amortised loan stock interest 24 (105) 64 Decrease/(increase) in operating debtors 363 (17) (481) Increase/(decrease) in operating creditors 20 16 (239) Net cash inflow from operating activities 656 631 781 12. Analysis of change in cash during the period Unaudited Unaudited Audited six months six months year ended ended ended 31 December 30 June 2009 30 June 2008 2008 £'000 £'000 £'000 Beginning of the period 3,790 3,991 3,991 Net cash inflow/(outflow) 3,023 5,301 (201) End of the period 6,813 9,292 3,790 13. Contingencies, guarantees and financial commitments The Company has no contingencies, guarantees or financial commitments. 14. Post balance sheet events Since 30 June 2009, the Company has had the following post balance sheet events: *Investment of £480,000 in Geronimo Inns VCT I Limited *Investment of £480,000 in Geronimo Inns VCT II Limited *Investment of £120,000 in Bravo Inns II Limited *Investment of £10,909 in Rostima Limited *Repayment of £45,610 of loan stock by GB Pub Company Limited 15. Related party transactions The Manager, Albion Ventures LLP, is considered to be a related party by virtue of the fact that it is party to a management agreement with the Company. During the period, services of a total value of £276,000 (30 June 2008: £491,000; 31 December 2008: £731,000), were purchased by the Company from Albion Ventures LLP. At the financial period end, the amount due to Albion Ventures LLP in respect of these services was £72,000 (30 June 2008: £292,000; 31 December 2008: £49,000). Albion Ventures LLP has reclaimed VAT from HMRC as described in note 6. An estimated sum of £93,000 has been recognised in the Income Statement for the period which allows for an estimate in respect of the deduction of historic management and performance fees to be paid to Albion Ventures LLP. This amount is treated as a debtor as at 30 June 2009. 16. Other information The information set out in this Half-yearly Financial Report does not constitute the Company's statutory accounts within the terms of section 434 of the Companies Act 2006 for the periods ended 30 June 2009 and 30 June 2008, and is unaudited. The information for the year ended 31 December 2008 does not constitute statutory accounts within the terms of section 434 of the Companies Act 2006 and is derived from the statutory accounts for the financial year, which have been delivered to the Registrar of Companies. The auditors reported on those accounts; their report was unqualified and did not contain a statement under section 198(2) and (3) of the Companies Act 2006. 17. Publication This Half-yearly Financial Report is being sent to shareholders and copies will be made available to the public at the registered office of the Company, Companies House, the FSA viewing facility and also electronically at www.albion-ventures.co.uk under the 'Our Funds' section. 20 August 2009 For further information, please contact: Patrick Reeve of Albion Ventures LLP Tel: 020 7601 1850 ---END OF MESSAGE--- http://hugin.info/141803/R/1336244/317932.pdf http://hugin.info/141803/R/1336244/317939.pdf This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
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