Albion Venture Capital Trust PLC: Half-yearly r...
Albion Venture Capital Trust PLC
As required by the UK Listing Authority's Disclosure and Transparency Rule 4.2, Albion Venture Capital Trust PLC today makes public its information relating to the Half-yearly Financial Report (which is unaudited) for the six months to 30 September 2013. This announcement was approved by the Board of Directors on 27 November 2013.
The full Half-yearly Financial Report (which is unaudited) for the period to 30 September 2013, will shortly be sent to shareholders. Copies of the full Half-yearly Financial Report will be shown via the Albion Ventures LLP website by clicking www.albion-ventures.co.uk/ourfunds/AAVC.htm.
Investment objectives
Albion Venture Capital Trust PLC (the "Company") is a venture capital trust which raised a total of £39.7 million through an issue of Ordinary shares in the spring of 1996 and through an issue of C shares in the following year. The C Shares merged with the Ordinary shares in 2001. The Company has raised a further £5.4 million under the Albion VCTs Top Up Offers since 2011. The Company merged with Albion Prime VCT PLC on 25 September 2012 (see below).
The Company's investment strategy is to reduce the risk normally associated with investments in smaller unquoted companies whilst maintaining an attractive yield, through allowing investors the opportunity to participate in a balanced portfolio of asset-backed businesses. The Company's investment portfolio will thus be structured to provide a balance between income and capital growth for the longer term.
This is achieved as follows:
qualifying unquoted investments are predominantly in specially-formed companies which provide a high level of asset backing for the capital value of the investment;
Albion Venture Capital Trust PLC invests alongside selected partners with proven experience in the sectors concerned;
investments are normally structured as a mixture of equity and loan stock. The loan stock represents the majority of the finance provided and is secured on the assets of the investee company. Funds managed or advised by Albion Ventures LLP typically own 50 per cent. of the equity of the investee company;
other than the loan stock issued to funds managed or advised by Albion Ventures LLP, investee companies do not normally have external borrowings.
The Company offers tax-paying investors substantial tax benefits at the time of investment, on payment of dividends and on the ultimate disposal of the investment.
Acquisition of the assets and liabilities of Albion Prime VCT PLC
On 25 September 2012, the Company acquired the assets and liabilities of Albion Prime VCT PLC ("Prime") in exchange for new shares in the Company ("the Merger"). On the same day Prime was placed into members' voluntary liquidation pursuant to a scheme of reconstruction under Section 110 of the Insolvency Act 1986.
All of the assets and liabilities of Prime totalling £14,338,000 were transferred to the Company in exchange for the issue of 19,307,001 new Ordinary shares of nominal value 50 pence each in the capital of the Company at a deemed issue price of 74.2638 pence per share. Each Prime shareholder received 0.8801 shares in the Company for each Prime share that they held at the date of the Merger. The total number of shares receivable by each shareholder was rounded down to the nearest whole number of shares.
New share certificates in the Company were sent to all Prime shareholders during October 2012.
Financial calendar
| Record date for second dividend Payment date for second dividend Financial year end | 6 December 2013 31 December 2013 31 March 2014 |
Financial highlights (unaudited)
| Unaudited six months ended 30 September 2013 (pence per share) | Unaudited six months ended 30 September 2012 (pence per share) | Audited year ended 31 March 2013 (pence per share) | |
| Net asset value | 73.0 | 76.0 | 74.2 |
| Revenue return | 0.8 | 1.0 | 2.0 |
| Capital return | 0.4 | 0.6 | - |
| Dividends paid | 2.5 | 2.5 | 5.0 |
| Effect of merger | - | (0.9) | (0.9) |
| Net asset value uplift from buy-backs | 0.1 | 0.1 | 0.1 |
| Total shareholder net asset value return to 30 September 2013 | Ordinary shares (pence per share) |
| Total dividends paid during the year ended: 31 March 1997 | 2.00 |
| 31 March 1998 | 5.20 |
| 31 March 1999 | 11.05 |
| 31 March 2000 | 3.00 |
| 31 March 2001 | 8.55 |
| 31 March 2002 | 7.60 |
| 31 March 2003 | 7.70 |
| 31 March 2004 | 8.20 |
| 31 March 2005 | 9.75 |
| 31 March 2006 | 11.75 |
| 31 March 2007 | 10.00 |
| 31 March 2008 | 10.00 |
| 31 March 2009 | 10.00 |
| 31 March 2010 | 5.00 |
| 31 March 2011 | 5.00 |
| 31 March 2012 | 5.00 |
| 31 March 2013 | 5.00 |
| Total dividends paid in the six months to 30 September 2013 | 2.50 |
| Total dividends paid to 30 September 2013 | 127.30 |
| Net asset value as at 30 September 2013 | 73.00 |
| Total shareholder net asset value return to 30 September 2013 | 200.30 |
The financial summary above is for the Company, Albion Venture Capital Trust PLC Ordinary shares only. Details of the financial performance of the C shares and Albion Prime VCT PLC, which have been merged into the Company, can be found at the end of this announcement.
In addition to the dividends summarised above, the Directors have declared a second dividend for the year to 31 March 2014 of 2.50 pence per share, to be paid on 31 December 2013 to shareholders on the register as at 6 December 2013.
Notes
Dividends paid before 5 April 1999 were paid to qualifying shareholders inclusive of the associated tax credit. The dividends for the year to 31 March 1999 were maximised in order to take advantage of this tax credit.
A capital dividend of 2.55 pence paid in the year to 31 March 2000 to Ordinary shareholders to enable the Ordinary shares and the C shares to merge on an equal basis.
All dividends paid by the Company are free of income tax. It is an H.M. Revenue & Customs requirement that dividend vouchers indicate the tax element should dividends have been subject to income tax. Investors should ignore this figure on their dividend voucher and need not disclose any income they receive from a VCT on their tax return.
The net asset value of the Company is not its share price as quoted on the official list of the London Stock Exchange. The share price of the Company can be found in the Investment Companies - VCTs section of the Financial Times on a daily basis. Investors are reminded that it is common for shares in VCTs to trade at a discount to their net asset value.
Interim management report
Introduction
The results for Albion Venture Capital Trust PLC for the six months to 30 September 2013 show a positive return of 1.2 pence per share (revenue and capital), which, after the payment of the first dividend for the year of 2.5 pence per share, takes the net asset value to 73.0 pence per share (31 March 2013: 74.2 pence per share). The total return comprised a 0.8 pence revenue return for the period and a 0.4 pence capital return and compares to a total return of 1.6 pence per share for the same period last year.
Investment performance and progress
During the period, the Company invested or committed £3.9 million in two new portfolio companies and four existing portfolio companies, while loan stock repayments totalling £282,000 were received from four portfolio companies and further payments totalling £90,000 was received following the sale of The Bear Hotel in Hungerford in March 2013.
The new investments comprise an intial £1.6 million invested and £1.4 million committed in Chonais Holdings, which is undertaking a hydro-electricity project in north-west Scotland; and an initial £92,000 investment, with up to a further £428,000 to be invested, in Erin Solar, which is installing solar panels on commercial roofs in Northen Ireland which will benefit from Renewables Obligation Certificates.
The investments in existing portfolio companies comprised £170,000 scheduled investment in Dragon Hydro, whose hydro-electricity plant in Wales is now generating electricity; £150,000 in Bravo Inns II, to enable it to continue to expand its successful pub portfolio in the north-west of England; and £63,000 in The Stanwell hotel, to continue its programme of upgrading the hotel.
It is the Company's usual policy to commission independent third party valuations of assets as at 31 March, but two recent third party revaluations have taken place. Radnor House School has embarked on its third school year with 316 pupils and a planning restriction on pupil numbers has been raised to 440 pupils. As a result, a third party valuer has indicated a significant uplift in the value of the school. The Orchard Portman Hospital and former Taunton Nursing Home have also enjoyed a significant uplift from a third party valuation following the filling of the new psychiatric unit and commencement of conversion of the former nursing home to enlarge the hospital. It is expected that these two companies will be merged in due course.
On the other hand, pending the normal timeframe for third party valuations, provisions have been made against the holding values of the Kensington and Weybridge health and fitness clubs and the Charnwood pub estate following disappointing trading which has led to management changes.
In the remainder of the portfolio, our Holiday Inn Express hotel at Stansted Airport has continued to experience the adverse effects of a competitive trading environment following the opening of a competitor hotel just over a year ago, but we are optimistic that the steps being taken by the new owners of Stansted Airport to boost passenger numbers will be of benefit. The Crown Hotel in Harrogate has managed to maintain its level of pre-interest profitability, despite slightly lower turnover over the period, whilst recent trading at The Stanwell hotel has been encouraging and ahead of previous periods.
The Bayfield Court care home owned by Oakland Care Centre has continued to trade strongly, as has the 370 health and fitness club owned by Tower Bridge Health Clubs, which returned a further £30,000 loan stock in the period.
In the renewable energy sector, as well as the recent successful commissioning of Dragon Hydro's hydro-electricity plant, Greenenerco's wind turbine was also successfully commissioned. Electricity generation in both the wind and solar companies has been in accordance with expectations and the recent performance of TEG Biogas (Perth)'s anaerobic digestion plant in Scotland, converting food waste to energy, has been strong.
Sales of three of the five houses being built by G&K Smart Development VCT have now completed and the remaining £138,000 loan stock in the company has been repaid.
Split of portfolio by valuation as at 30 September 2013:
Set out at the bottom of this announcement is the sector diversification of the portfolio of our investments as at 30 September 2013.
Risks and uncertainties
The outlook for the UK economy has brightened but we remain cautious over its effect on consumer spending. Importantly, however, your Company remains conservatively financed with no bank borrowings having a prior charge at either corporate or portfolio company level. This is in addition to the policy of ensuring that the Company has a first charge over portfolio companies' assets.
Other risks and uncertainties remain unchanged and are as detailed in note 15.
Tranactions with Manager
Details of the transactions that took place with the Manager during the period can be found in note 5.
There are no related party transactions or balances that require disclosure.
Discount management and share buy-backs
It remains the Board's primary objective to maintain sufficient resources for investment in existing and new portfolio companies and for the continued payment of dividends to shareholders. Thereafter, it is still the Board's policy to buy back shares in the market, subject to the overall criterion that such purchases are in the Company's interest. The Company will limit the sum available for share buy-backs for the six month period to 31 March 2014 to £750,000. This compares to a total value bought in for the current period to 30 September 2013 of £364,000. Subject to the constraints referred to above, and subject to first purchasing shares held by the market makers, the Board will target such buy-backs to be in the region of a 5 per cent. discount to net asset value, so far as market conditions and liquidity permit.
Results and dividends
As at 30 September 2013, the net asset value of the Company was £42.6 million or 73.0 pence per share compared to £41.7 million or 74.2 pence per share at 31 March 2013. Following the merger with Albion Prime VCT PLC on 25 September 2012, the revenue return before taxation was £608,000 compared to £413,000 for the six months to 30 September 2012. The Company will pay a second dividend of 2.5 pence per share on 31 December 2013 to shareholders on the register as at 6 December 2013, making 5.0 pence per share in total for the full year, in line with your Company's current dividend target.
Albion VCTs Top Up Offers 2013/2014
Your Board, in conjunction with the boards of other VCTs managed by Albion Ventures LLP, has recently launched a top up offer of new Ordinary shares. Albion Venture Capital Trust PLC will be aiming to raise circa £2.5 million out of the target of £15 million in aggregate that the Albion VCTs are seeking to raise. The proceeds will be used to provide further resources at a time when a number of attractive investment opportunities are being seen. An Investor Guide and Offer Document is being posted to shareholders.
Outlook and prospects
As already mentioned, the outlook for the UK economy has now brightened but we remain cautious over its effect on consumer spending. Our strategy for new investments continues to be focused on sectors that are likely to be resilient, particularly healthcare and environmental projects. By the year end, taking into account further commitments into new and existing portfolio companies, your Company expects to be close to reaching its objective of a 20 per cent. allocation in the renewable energy sector.
David Watkins
Chairman
27 November 2013
Responsibility statement
The Directors, David Watkins, John Kerr, Jeff Warren and Ebbe Dinesen, 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 September 2013, 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 September 2013 and comply with UK GAAP and Companies Act 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 March 2013.
This Half-yearly Financial Report has not been audited or reviewed by the Auditor.
By order of the Board
David Watkins
Chairman
27 November 2013
Portfolio of investments (unaudited)
The following list is a summary of investments as at 30 September 2013:
| As at 30 September 2013 | ||||||
| Portfolio company | % voting rights | Accounting cost * £'000 | Cumulative movement in value £'000 | Value** £'000 | Change in value for the period*** £'000 | |
| Hotels | ||||||
| Kew Green VCT (Stansted) Limited | 45.2 | 6,723 | 1,029 | 7,752 | (6) | |
| The Crown Hotel Harrogate Limited | 24.1 | 4,245 | (1,185) | 3,060 | 48 | |
| The Stanwell Hotel Limited | 39.2 | 4,677 | (2,358) | 2,319 | (23) | |
| Total investment in the hotel sector | 15,645 | (2,514) | 13,131 | 19 | ||
| Healthcare sector | ||||||
| Oakland Care Centre Limited | 31.6 | 2,998 | 1,184 | 4,182 | 8 | |
| Taunton Hospital Limited | 7.6 | 478 | 118 | 596 | 92 | |
| Orchard Portman Hospital Limited | 4.4 | 298 | 79 | 377 | 59 | |
| Total investment in the healthcare sector | 3,774 | 1,381 | 5,155 | 159 | ||
| Renewable energy sector | ||||||
| Chonais Holdings Limited (formerly GWH Acquisition Limited) | 16.7 | 1,611 | - | 1,611 | - | |
| Alto Prodotto Wind Limited | 7.4 | 670 | 181 | 851 | (6) | |
| The Street by Street Solar Programme Limited | 6.5 | 650 | 98 | 748 | 4 | |
| Regenerco Renewable Energy Limited | 4.5 | 427 | 27 | 454 | 4 | |
| TEG Biogas (Perth) Limited | 4.9 | 306 | 19 | 325 | (1) | |
| Dragon Hydro Limited | 7.3 | 311 | - | 311 | (2) | |
| AVESI Limited | 7.4 | 230 | - | 230 | - | |
| Greenenerco Limited | 3.9 | 135 | - | 135 | - | |
| Erin Solar Limited | 18.4 | 92 | - | 92 | - | |
| Total investment in the renewable energy sector | 4,432 | 325 | 4,757 | (1) | ||
| Health and fitness clubs | ||||||
| The Weybridge Club Limited | 14.3 | 2,136 | (336) | 1,800 | (128) | |
| Kensington Health Clubs Limited | 9.8 | 1,889 | (632) | 1,257 | (97) | |
| Tower Bridge Health Clubs Limited | 8.4 | 373 | 197 | 570 | 25 | |
| Total investment in the health and fitness club sector | 4,398 | (771) | 3,627 | (200) | ||
| Pubs | ||||||
| The Charnwood Pub Company Limited | 14.8 | 3,532 | (2,055) | 1,477 | (158) | |
| Bravo Inns II Limited | 6.4 | 1,085 | 17 | 1,102 | 10 | |
| Bravo Inns Limited | 7.6 | 596 | (157) | 439 | (2) | |
| The Dunedin Pub Company VCT Limited | 8.3 | 76 | (2) | 74 | - | |
| Total investment in the pub sector | 5,289 | (2,197) | 3,092 | (150) | ||
| Education sector | ||||||
| Radnor House School (Holdings) Limited | 7.1 | 1,381 | 801 | 2,182 | 477 | |
| Total investment in the education sector | 1,381 | 801 | 2,182 | 477 | ||
| Residential property development | ||||||
| G&K Smart Developments VCT Limited | 42.9 | 1,350 | (1,144) | 206 | - | |
| Total investment in the residential property development sector | 1,350 | (1,144) | 206 | - | ||
| Cinemas and other leisure | ||||||
| Premier Leisure (Suffolk) Limited | 9.9 | 468 | (305) | 163 | (2) | |
| Total investment in the cinema and other leisure sector | 468 | (305) | 163 | (2) | ||
| Total fixed asset investments | 36,737 | (4,424) | 32,313 | 302 | ||
| Movement in loan stock accrued interest | 93 | |||||
| Realised gain in current period | 48 | |||||
| Total gains on investments as per income statement | 443 | |||||
| Fixed asset investment realisations during the period to 30 September 2013 | Accounting cost* £'000 | Opening carrying value** £'000 | Disposal proceeds £'000 | Total realized gain/(loss) £'000 | Gain/(loss) on opening value £'000 |
| Radnor House School (Holdings) (loan stock repaid) | - | 103 | 111 | 111 | 8 |
| The Bear Hungerford Limited (disposal proceeds) | 50 | 50 | 90 | 40 | 40 |
| The Dunedin Pub Company VCT Limited (loan stock repaid) | 3 | 3 | 3 | - | - |
| G&K Smart Developments VCT Limited (loan stock repaid) | 138 | 138 | 138 | - | - |
| Tower Bridge Health Clubs Limited (loan stock repaid) | 30 | 30 | 30 | - | - |
| Total | 221 | 324 | 372 | 151 | 48 |
*Amounts shown as accounting cost represent the acquisition cost in the case of investments originally made by the Company and/or the fair value attributed to the investments acquired from Albion Prime VCT PLC on the Merger on 25 September 2012, as adjusted for changes in value since acquisition.
** These valuations are based on third party calculations performed for the Annual Report and Financial Statements for the year ended 31 March 2013, excluding Orchard Portman Hospital Limited and Taunton Hospital Limited which were performed at the period end of September 2013. Radnor House School (Holdings) Limited was valued in October 2013. Third party valuations will be re-performed for the year ended 31 March 2014.
*** As adjusted for additions and disposals during the period.
Summary income statement (unaudited)
| Unaudited six months ended 30 September 2013 | Unaudited six months ended 30 September 2012 | Audited year ended 31 March 2013 | ||||||||
| Note | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | |
| Gains on investments | 3 | - | 443 | 443 | - | 380 | 380 | - | 384 | 384 |
| Investment income | 4 | 833 | - | 833 | 617 | - | 617 | 1,563 | - | 1,563 |
| Investment management fees | 5 | (99) | (298) | (397) | (71) | (213) | (284) | (171) | (514) | (685) |
| Other expenses | (126) | - | (126) | (133) | - | (133) | (278) | - | (278) | |
| Return/(loss) on ordinary activities before tax | 608 | 145 | 753 | 413 | 167 | 580 | 1,114 | (130) | 984 | |
| Tax (charge)/credit on ordinary activities | (112) | 71 | (41) | (37) | 53 | 16 | (183) | 129 | (54) | |
| Return/(loss) attributable to shareholders | 496 | 216 | 712 | 376 | 220 | 596 | 931 | (1) | 930 | |
| Basic and diluted return per share (pence)* | 7 | 0.80 | 0.40 | 1.20 | 1.00 | 0.60 | 1.60 | 2.00 | - | 2.00 |
* excluding treasury shares
Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 September 2012 and the audited statutory accounts for the year ended 31 March 2013.
All revenue and capital items in the above statement derive from the continuing operations of the Company, including the returns on the assets and activities of Albion Prime VCT PLC after they were acquired by the company on 25 September 2012.
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.
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 return/(loss) on ordinary activities before tax and the historical profit/(loss) 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 (unaudited)
| Note | Unaudited 30 September 2013 £'000 | Unaudited 30 September 2012 £'000 | Audited 31 March 2013 £'000 | |
| Fixed asset investments | 32,313 | 39,357 | 30,198 | |
| Current assets | ||||
| Trade and other debtors | 24 | 32 | 24 | |
| Current asset investments | - | - | 50 | |
| Cash at bank and in hand | 10 | 11,061 | 4,129 | 11,896 |
| 11,085 | 4,161 | 11,970 | ||
| Creditors: amounts falling due within one year | (791) | (838) | (487) | |
| Net current assets | 10,294 | 3,323 | 11,483 | |
| Net assets | 42,607 | 42,680 | 41,681 | |
| Capital and reserves | ||||
| Called up share capital | 8 | 631 | 29,868 | 603 |
| Share premium | 2,028 | 5,828 | 8 | |
| Capital redemption reserve | - | 1,914 | - | |
| Unrealised capital reserve | (4,598) | (2,618) | (4,890) | |
| Realised capital reserve | 11,833 | 9,858 | 11,909 | |
| Other distributable reserve | 32,713 | (2,170) | 34,051 | |
| Total equity shareholders' funds | 42,607 | 42,680 | 41,681 | |
| Basic and diluted net asset value per share (pence)* | 73.00 | 76.00 | 74.20 |
*excluding treasury shares
Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 September 2012 and the audited statutory accounts for the year ended 31 March 2013.
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 27 November 2013, and were signed on its behalf by
David Watkins
Chairman
Company number: 3142609
Summary reconciliation of movements in shareholders' funds (unaudited)
| Called-up share capital | Share premium | Capital redemption reserve | Unrealised capital reserve* | Realised capital reserve* | Other distributable reserve* | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| As at 1 April 2013 | 603 | 8 | - | (4,890) | 11,909 | 34,051 | 41,681 |
| Return/(loss) for the period | - | - | - | 395 | (179) | 496 | 712 |
| Transfer of previously unrealised gains | - | - | - | (103) | 103 | - | - |
| Purchase of treasury shares | - | - | - | - | - | (364) | (364) |
| Issue of equity (net of costs) | 28 | 2,020 | - | - | - | - | 2,048 |
| Net dividends paid (note 6) | - | - | - | - | - | (1,470) | (1,470) |
| As at 30 September 2013 | 631 | 2,028 | - | (4,598) | 11,833 | 32,713 | 42,607 |
| As at 1 April 2012 | 19,733 | 1,005 | 1,914 | (3,067) | 10,087 | (1,286) | 28,386 |
| Return/(loss) for the period | - | - | - | 380 | (160) | 376 | 596 |
| Transfer of previously unrealised losses | - | - | - | 69 | (69) | - | - |
| Purchase of treasury shares | - | - | - | - | - | (333) | (333) |
| Issue of equity (net of costs) | 481 | 269 | - | - | - | - | 750 |
| Shares issued to acquire net assets of Albion Prime VCT PLC (net of merger costs) *** | 9,654 | 4,554 | - | - | - | - | 14,208 |
| Net dividends paid (note 6) | - | - | - | - | - | (927) | (927) |
| As at 30 September 2012 | 29,868 | 5,828 | 1,914 | (2,618) | 9,858 | (2,170) | 42,680 |
| As at 1 April 2012 | 19,733 | 1,005 | 1,914 | (3,067) | 10,087 | (1,286) | 28,386 |
| (Loss)/return for the year | - | - | - | (694) | 693 | 931 | 930 |
| Transfer of previously unrealised gains | - | - | - | (1,129) | 1,129 | - | - |
| Purchase of treasury shares | - | - | - | - | - | (720) | (720) |
| Issue of equity (net of costs) | 772 | 383 | - | - | - | - | 1,155 |
| Reduction in share capital and cancellation of capital redemption and share premium reserves** | (29,556) | (5,955) | (1,914) | - | - | 37,425 | - |
| Shares issued to acquire net assets of Albion Prime VCT PLC (net of merger costs) *** | 9,654 | 4,575 | - | - | - | - | 14,229 |
| Net dividends paid (note 6) | - | - | - | - | - | (2,299) | (2,299) |
| As at 31 March 2013 | 603 | 8 | - | (4,890) | 11,909 | 34,051 | 41,681 |
* Included within these reserves is an amount of £39,948,000 (30 September 2012: £5,070,000; 31 March 2013: £41,070,000) which is considered distributable.
** The reduction in the nominal value of shares from 50 pence to 1 penny, the cancellation of capital redemption and share premium reserves (as approved by shareholders at the General Meeting held on 17 September 2012 and by order of the Court dated 30 January 2013) has increased the value of the other distributable reserve.
*** The assets and liabilities transferred through the acquisition of Albion Prime VCT PLC are shown in note 11. In addition, £109,000 of the merger costs attributable to Albion Venture Capital Trust PLC have been deducted from the share premium account in so far as they relate to the issue of new shares.
The special reserve, treasury share reserve and revenue reserve have been combined to form a single reserve named other distributable reserve. The Directors consider the presentation of a single reserve enhances clarity of financial reporting. More details regarding treasury shares can be found in note 8.
Summary cash flow statement (unaudited)
| Note | Unaudited six months ended 30 September 2013 £'000 | Unaudited six months ended 30 September 2012 £'000 | Audited year ended 31 March 2013 £'000 | |
| Operating activities | ||||
| Loan stock income received | 824 | 633 | 1,416 | |
| Deposit interest received | 79 | 19 | 66 | |
| Dividend income received | 6 | - | - | |
| Investment management fees paid | (412) | (284) | (629) | |
| Other cash payments | (150) | (166) | (281) | |
| Net cash flow from operating activities | 9 | 347 | 202 | 572 |
| Taxation | ||||
| UK corporation tax recovered/(paid) | 12 | (59) | (161) | |
| Capital expenditure and financial investments | ||||
| Purchase of fixed asset investments | (1,931) | (204) | (420) | |
| Disposal of fixed asset investments | 523 | 275 | 9,624 | |
| Net cash flow from investing activities | (1,408) | 71 | 9,204 | |
| Equity dividends paid | ||||
| Dividends paid (net of cost of shares issued under the Dividend Reinvestment Scheme) | (1,366) | (867) | (2,210) | |
| Net cash flow before financing | (2,415) | (652) | 7,405 | |
| Financing | ||||
| Cash acquired from Albion Prime VCT PLC | - | 1,450 | 1,450 | |
| Cost of Merger (paid on behalf of the Company and Albion Prime VCT PLC) | (3) | (90) | (253) | |
| Issue of share capital (net of costs) | 1,946 | 698 | 1,033 | |
| Purchase of own shares | (363) | (233) | (695) | |
| Net cash flow from financing | 1,580 | 1,825 | 1,535 | |
| Cash flow in the period | 10 | (835) | 1,173 | 8,940 |
Notes to the unaudited summarised Financial Statements
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, however to enhance clarity of financial reporting, the special reserve, treasury share reserve and revenue reserve have been presented as a single reserve named other distributable reserve.
2. Accounting policies
Investments
Unquoted equity investments, debt issued at a discount and convertible bonds
In accordance with FRS 26 "Financial Instruments Recognition and Measurement", unquoted equity, debt issued at a discount and convertible bonds are designated as fair value through profit or loss ("FVTPL"). Fair value is determined by the Directors in accordance with the International Private Equity and Venture Capital Valuation Guidelines (IPEVCV guidelines).
Desk top reviews are carried out by independent RICS qualified surveyors by updating previously prepared full valuations for current trading and market indices. Full valuations are prepared by similarly qualified surveyors, but in full compliance with the RICS Red Book.
Fair value movements 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 equity derived instruments
Unquoted equity derived instruments are only valued 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.
Unquoted loan stock
Unquoted loan stock (excluding convertible bonds and debt issued at a discount) are classified as loans and receivables as permitted by FRS 26 and measured at amortised cost using the Effective Interest Rate method less impairment. Movements in the amortised cost relating to interest income are reflected in the revenue column of the Income statement, and hence are reflected in the other distributable reserve, and 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 impairment from revaluations of the fair value of the security.
For all unquoted loan stock, whether fully performing, past due or impaired, the Board considers that the fair value is equal to or greater than the security value of 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 original effective interest rate. The future cash flows are estimated based on the fair value of the security held less estimated selling costs.
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.
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 as part of an investment portfolio are not accounted for using the equity method.
Current asset investments
Contractual future contingent receipts on disposal of fixed asset investments are designated at fair value through profit or loss and are subsequently measured at fair value.
Acquisition of assets and liabilities from Albion Prime VCT PLC
On 25 September 2012, the Company acquired the assets and liabilities of Albion Prime VCT PLC, the transaction being accounted for as an asset acquisition. The income and costs for the period up to 24 September 2012 and the comparable period for last year, reflect the activities of the Company before the acquisition and after that date reflect those of the Company as enlarged by the acquisition. Further information is contained in Note 11.
Investment income
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 an 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 accrual basis using the rate of interest agreed with the bank.
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.
Total recurring expenses including management fees and excluding performance fees will not exceed 3.5 per cent. of net asset value of the Company at year end.
Performance incentive fee
In the event that a performance incentive fee crystallises, the fee will be allocated between other distributable 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 Directors have considered the requirements of FRS 19 and do not believe that any provision for deferred tax should be made.
Reserves
Share premium
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 other distributable reserve.
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.
Unrealised capital reserve
Increases and decreases in the valuation of investments held at the year end against cost are included in this reserve.
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.
Other distributable reserve
The special reserve, treasury share reserve and the revenue reserve have been combined as a single reserve named other distributable reserve.
This reserve accounts for movements from the revenue column of the Income statement, the payment of dividends, the buyback of shares and other non capital realised movements.
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. Gains on investments
| Unaudited six months ended 30 September 2013 £'000 | Unaudited six months ended 30 September 2012 £'000 | Audited year ended 31 March 2013 £'000 | |
| Unrealised gains on fixed asset investments held at fair value through profit or loss | 596 | 694 | 293 |
| Unrealised impairments on fixed asset investments held at amortised cost | (201) | (314) | (987) |
| Unrealised gains/(losses) sub-total | 395 | 380 | (694) |
| Realised gains on investments held at fair value through profit or loss | - | - | 1,133 |
| Realised gains/(losses) on investments held at amortised cost | 48 | - | (105) |
| Realised gains on fixed asset investments sub-total | 48 | - | 1,028 |
| Realised gains on current asset investments held at fair value through profit or loss | - | - | 50 |
| Realised gains sub-total | 48 | - | 1,078 |
| 443 | 380 | 384 | |
Investments valued on an amortised cost basis are unquoted loan stock instruments as described in note 2.
4. Investment income
| Unaudited six months ended 30 September 2013 £'000 | Unaudited six months ended 30 September 2012 £'000 | Audited year ended 31 March 2013 £'000 | |
| Income recognised on investments held at fair value through profit or loss | |||
| Dividend income | 6 | - | - |
| Income from convertible bonds and discounted debt | 84 | 35 | 112 |
| 90 | 35 | 112 | |
| Income recognised on investments held at amortised cost | |||
| Return on loan stock investments | 672 | 562 | 1,379 |
| Bank deposit interest | 71 | 20 | 72 |
| 743 | 582 | 1,451 | |
| 833 | 617 | 1,563 |
All of the Company's income is derived from operations based in the United Kingdom.
5. Investment management fees
| Unaudited six month ended 30 September 2013 £'000 | Unaudited six months ended 30 September 2012 £'000 | Audited year ended 31 March 2013 £'000 | ||||
| Investment management fee charged to revenue | 99 | 71 | 171 | |||
| Investment management fee charged to capital | 298 | 213 | 514 | |||
| 397 | 284 | 685 |
The Manager, Albion Ventures LLP, is party to a Management agreement from the Company (details disclosed on page 21 of the Annual Report and Financial Statements for the year ended 31 March 2013). During the period, services of a total value of £397,000 in management fees and £23,000 in administration fees (30 September 2012: £284,000 in management fees and £22,000 in administration fees; 31 March 2013: £685,000 in management fees and £45,000 in administration fees), 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 disclosed within accruals and deferred income was £200,000 (30 September 2012: £245,000; 31 March 2013: £201,000).
Albion Ventures LLP, the Manager, holds 2,534 Ordinary shares as a result of fractional entitlements arising from the merger of Albion Prime VCT PLC into Albion Venture Capital Trust PLC on 25 September 2012. These shares will be sold and the proceeds retained for the benefit of the Company at a future date.
During the year the Company raised new funds through the Albion VCTs Top Up Offers 2012/2013 as described in note 8. The Manager, Albion Ventures LLP, acted as receiving agent for the Offer.The total receiving agents costs were £23,000, of which £3,486 (30 September 2012: £3,166; 31 March 2013: £3,789) was paid to the Manager. There were no sums outstanding in respect of receiving agent services at the period end.
6. Dividends
| Unaudited six months ended 30 September 2013 £'000 | Unaudited six months ended 30 September 2012 £'000 | Audited year ended 31 March 2013 £'000 | |
| First dividend paid 31 July 2012 - 2.50 pence per share | - | 927 | 927 |
| Second dividend paid 31 December 2012 - 2.50 pence per share pence per share | - | - | 1,404 |
| First dividend paid 31 July 2013 - 2.50 pence per share | 1,470 | - | - |
| Unclaimed dividends | - | - | (32) |
| 1,470 | 927 | 2,299 |
The Directors have declared a dividend of 2.50 pence per share (total approximately £1,459,000), payable on 31 December 2013 to shareholders on the register as at 6 December 2013.
7. Basic and diluted return per share
| Unaudited six months ended 30 September 2013 | Unaudited six months ended 30 September 2012 | Audited year ended 31 March 2013 | ||||
| Revenue | Capital | Revenue | Capital | Revenue | Capital | |
| Return/(loss) attributable to Ordinary shares (£'000) | 496 | 216 | 376 | 220 | 931 | (1) |
| Weighted average shares in issue | 58,561,391 | 37,746,060 | 46,973,203 | |||
| Return per Ordinary share (pence) | 0.80 | 0.40 | 1.00 | 0.60 | 2.00 | - |
The weighted number of shares is calculated excluding treasury shares of 4,695,440 (30 September 2012: 3,580,440; 31 March 2013: 4,152,440).
There are no convertible instruments, derivatives or contingent share agreements in issue for Albion Venture Capital Trust 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. Called up share capital
| Unaudited six months ended 30 September 2013 £'000 | Unaudited six months ended 30 September 2012 £'000 | Audited year ended 31 March 2013 £'000 | |
| Allotted, called up and fully paid 63,066,034 Ordinary shares of 1 penny each (30 September 2012: 59,736,246 of 50p each; 31 March 2013: 60,317,650 of 1 penny each) | 631 | 29,868 | 603 |
| Voting rights 58,370,594 Ordinary shares of 1 penny each (net of treasury shares) (30 September 2012: 56,155,806 of 50p each; 31 March 2013: 56,165,210 of 1 penny each) | |||
During the previous year, following the Annual General Meeting on 17 September 2012, the Company obtained authority to reduce the nominal value of its shares from 50 pence to 1 penny and to cancel its share premium and capital redemption reserve. This was approved by the Court on 30 January 2013. The restructuring increased the distributable reserves available to the Company for the payment of dividends, the buy-back of shares and for other corporate purposes. The effects of these transactions were to reduce the ordinary share capital by £29,556,000, the share premium reserve by £5,955,000, the capital redemption reserve by £1,914,000 and increase the other distributable reserve by £37,425,000.
The company issued 19,307,001 Ordinary shares to former shareholders of Albion Prime VCT PLC, at an issue price of 74.2638 pence per share, as part of the merger explained in note 11.
Under the terms of the Dividend Reinvestment Scheme, the following Ordinary shares of nominal value 1 penny per share were allotted at a price of 71.70 pence per share:
| Date of allotment | Number of shares allotted | Aggregate nominal value of shares £'000 | Issue price (pence per share) | Net consideration received (£'000) | Mid-market price per share on allotment date (pence per share) |
| 31 July 2013 | 144,173 | 1 | 71.70 | 101 | 68.00 |
During the period from 1 April 2013 to 30 September 2013, the Company issued the following new shares of nominal value 1 penny per share under the Albion VCTs Top Up Offers 2012/2013:
| Date of allotment | Number of shares allotted | Aggregate nominal value of shares £'000 | Issue price (pence per share) | Net consideration received (£'000) | Mid-market price per share on allotment date (pence per share) |
| 5 April 2013 | 2,505,191 | 25 | 76.80 | 1,872 | 69.00 |
| 12 June 2013 | 99,020 | 1 | 76.80 | 74 | 67.50 |
| 2,604,211 | 1,946 |
During the period to 30 September 2013 the Company purchased 543,000 Ordinary shares to be held in treasury (30 September 2012: 501,067; 31 March 2013:1,073,067) at a cost of £364,000 (30 September 2012: £333,000; 31 March 2013 £720,000) representing 1 per cent. of the shares in issue as at 1 April 2013. The shares purchased for treasury were funded from the other distributable reserve.
The total number of Ordinary shares held in treasury as at 30 September 2013 was 4,695,440 (30 September 2012: 3,580,440; 31 March 2013: 4,152,440) representing 7.4 per cent. of the share capital as at 30 September 2013.
9. Reconciliation of revenue return on ordinary activities before taxation to net cash flow from operating activities
| Unaudited six months ended 30 September 2013 £'000 | Unaudited six months ended 30 September 2012 £'000 | Audited year ended 31 March 2013 £'000 | |
| Revenue return on ordinary activities before tax | 608 | 413 | 1,114 |
| Investment management fee charged to capital | (298) | (213) | (514) |
| Movement in accrued amortised loan stock interest | 93 | 19 | (70) |
| Increase in operating debtors | (1) | (19) | (13) |
| (Decrease)/increase in operating creditors | (55) | 2 | 55 |
| Net cash flow from operating activities | 347 | 202 | 572 |
10. Analysis of change in cash during the period
| Unaudited six months ended 30 September 2013 £'000 | Unaudited six months ended 30 September 2012 £'000 | Audited year ended 31 March 2013 £'000 | |
| Opening cash balances | 11,896 | 2,956 | 2,956 |
| Net cash flow | (835) | 1,173 | 8,940 |
| Closing cash balances | 11,061 | 4,129 | 11,896 |
11. Acquisition of the assets and liabilities of Albion Prime VCT PLC
On 25 September 2012, the following assets and liabilities of Albion Prime VCT PLC ("Prime") were transferred to the Company in exchange for the issue to Prime shareholders of 19,307,001 shares in the Company, at an issue price of 74.2638 pence per share:
| £'000 | ||
| Fixed asset investments | 13,123 | |
| Debtors | 16 | |
| Cash at bank and in hand | 1,450 | |
| Creditors | (162) | |
| Merger costs | (89) | |
| 14,338 |
Shareholders should note that under accounting standards, the calculation of the net asset value per share uses the total shares in issue as at 30 September 2012 (less treasury shares) of 56,155,806, whereas the calculation of the total return uses the weighted average shares in issue during the period to 30 September 2012 (less treasury shares) of 37,746,060. As a result, the total return per share to 30 September 2012 is 0.90p higher than if the shares in issue as at 30 September 2012 (less treasury shares) of 56,155,806 had been applied to the movement in the Balance sheet since merger. This difference in the number of shares for each respective calculation will converge over time.
On 25 September 2012, Prime was placed into members' voluntary liquidation pursuant to a scheme of reconstruction under section 110 of the Insolvency Act 1986.
The net asset values per share of each fund used for the purposes of conversion at the calculation date of 24 September 2012 were 74.2638 pence per share and 65.3663 pence per share for the Company and Prime respectively. The conversion ratio for each Prime share was 0.8801 Albion Venture Capital Trust PLC share for each Prime share.
New share certificates were sent to all Prime shareholders during October 2012.
12. Commitments and contingencies
As at 30 September 2013, the Company was committed to making a further investment of £1.4 million in Chonais Holdings Limited and £428,000 in Erin Solar Limited.
There are no contingencies or guarantees of the Company as at 30 September 2013 (30 September 2012 and 31 March 2013: nil).
13. Post balance sheet events
Since 30 September 2013 the Company has had the following material post balance sheet events:
Chonais Holdings Limited was formerly known as GWH Acquisition Limited.
On 6 November 2013 the Company announced the launch of a top up offer as part of the Albion VCTs Top Up Offers 2013/2014 (the 'Offers'). As the maximum amount that can be raised under the Offer (over any 12 month period) will not exceed the lower of 10% of issued share capital and 5m Euros, the Company is not required to publish a full prospectus under the Prospectus Rules or the Financial Services and Markets Act 2000.
In total, six of the VCTs managed by Albion Ventures LLP are making top up offers seeking to raise up to £15m in aggregate.
The proceeds of the Offers will be used to provide useful additional liquidity for the Companies in order to take advantage of appropriate investment opportunities that fall within current VCT legislation, as well as helping fund the Company's annual running costs, market purchases of own shares and the payment of dividends.
The Offers will be split into 3 separate phases. The first phase will close on or before 2pm on 31 January 2014. The second phase will close at 2pm on 5 April 2014 (for the tax year ending 5 April 2014) and the third phase will close at 2pm on 13 June 2014 for the tax year ending 5 April 2015, unless fully subscribed, closed or extended beforehand. Investors who apply before 31 January 2014 will be entitled to an "Early Bird" discount on the issue price. An Investor Guide and Offer document is being posted to shareholders.
14. Related party transactions
There are no related party transactions or balances requiring disclosure.
15. Risks and uncertainties
The Board considers that the Company faces the following major risks and uncertainties:
Economic risk
Changes in economic conditions, for example, interest rates, rates of inflation, industry conditions, competition, political and diplomatic events and other factors could substantially and adversely affect the Company's prospects in a number of ways.
To reduce this risk, in addition to investing equity in portfolio companies, the Company often invests in secured loan stock and has a policy of not permitting any external bank borrowings within portfolio companies. Additionally, the Manager has been rebalancing the sector exposure of the portfolio with a view to reducing reliance on consumer led sectors.
Investment risk
This is the risk of investment in poor quality assets which reduces the capital and income returns to shareholders, and negatively impacts on the Company's reputation. By nature, smaller unquoted businesses, such as those that qualify for venture capital trust purposes, are more fragile than larger, long established businesses.
The success of investments in certain sectors is also subject to regulatory risk, such as those affecting companies involved in UK renewable energy.
To reduce this risk, the Board places reliance upon the skills and expertise of the Manager and its strong track record for investing in this segment of the market. In addition, the Manager operates a formal and structured investment process, which includes an Investment Committee, comprising investment professionals from the Manager and at least one external investment professional. The Manager also invites, and takes account of, comments from non-executive Directors of the Company on investments discussed at the Investment Committee meetings. Investments are actively and regularly monitored by the Manager (investment managers normally sit on investee company boards) and the Board receives detailed reports on each investment as part of the Manager's report at quarterly board meetings. It is the policy of the Company for portfolio companies to not normally have external borrowings.
The Board and the Manager closely monitor regulatory changes within the sectors invested in.
Valuation risk
The Company's investment valuation method is reliant on the accuracy and completeness of information that is issued by portfolio companies. In particular, the Directors may not be aware of or take into account certain events or circumstances which occur after the information issued by such companies is reported.
As described in note 2, the unquoted equity investments, convertible loan stock and debt issued at a discount held by the Company are designated at fair value through profit or loss and valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines. These guidelines set out recommendations, intended to represent current best practice on the valuation of venture capital investments. These investments are valued on the basis of forward looking estimates and judgements about the business itself, its market and the environment in which it operates, together with the state of the mergers and acquisitions market, stock market conditions and other factors. In making these judgements the valuation takes into account all known material facts up to the date of approval of the Financial Statements by the Board. All other unquoted loan stock is measured at amortised cost.
Venture Capital Trust approval risk
The Company's current approval as a venture capital trust allows investors to take advantage of tax reliefs on initial investment and ongoing tax free capital gains and dividend income. Failure to meet the qualifying requirements could result in investors losing the tax relief on initial investment and loss of tax relief on any tax-free income or capital gains received. In addition, failure to meet the qualifying requirements could result in a loss of listing of the shares.
To reduce this risk, the Board has appointed the Manager, which has a team with significant experience in venture capital trust management, used to operating within the requirements of the venture capital trust legislation. In addition, to provide further formal reassurance, the Board has appointed PricewaterhouseCoopers LLP as its taxation advisers. PricewaterhouseCoopers LLP report quarterly to the Board to independently confirm compliance with the venture capital trust legislation, to highlight areas of risk and to inform on changes in legislation.
Compliance risk
The Company is listed on The London Stock Exchange and is required to comply with the rules of the UK Listing Authority, as well as with the Companies Act, Accounting Standards and other legislation. Failure to comply with these regulations could result in a delisting of the Company's shares, or other penalties under the Companies Act or from financial reporting oversight bodies.
Board members and the Manager have experience of operating at senior levels within quoted businesses. In addition, the Board and the Manager receive regular updates on new regulation from its auditor, lawyers and other professional bodies.
Internal control risk
Failures in key controls, within the Board or within the Manager's business, could put assets of the Company at risk or result in reduced or inaccurate information being passed to the Board or to shareholders.
The Audit Committee meets with the Manager's Internal Auditor, Littlejohn LLP, when required, receiving a report regarding the last formal internal audit performed on the Manager, and providing the opportunity for the Audit Committee to ask specific and detailed questions. John Kerr, as Audit Committee Chairman, met with the internal audit Partner of Littlejohn LLP in February 2013 to discuss the most recent Internal Audit Report on the Manager. The Manager has a comprehensive business continuity plan in place in the event that operational continuity is threatened. Further details regarding the Board's management and review of the Company's internal controls through the implementation of the Turnbull guidance are detailed on page 28 of the Annual Report and Financial Statements.
Measures are in place to mitigate information risk in order to ensure the integrity, availability and confidentiality of information used within the business.
Reliance upon third parties risk
The Company is reliant upon the services of Albion Ventures LLP for the provision of investment management and administrative functions. There are provisions within the management agreement for the change of Manager under certain circumstances (for more detail, see the management agreement paragraph on page 21 of the Annual Report and Financial Statements). In addition, the Manager has demonstrated to the Board that there is no undue reliance placed upon any one individual within Albion Ventures LLP.
Financial risks
By its nature, as a venture capital trust, the Company is exposed to investment risk (which comprises investment price risk and cash flow interest rate risk), credit risk and liquidity risk. The Company's policies for managing these risks and its financial instruments are outlined in full in note 20 to the Financial Statements.
All of the Company's income and expenditure is denominated in sterling and hence the Company has no foreign currency risk. The Company is financed through equity and does not have any borrowings. The Company does not use derivative financial instruments for speculative purposes.
16. Going concern
The Board's assessment of liquidity risk remains unchanged since the last Annual Report and Financial Statements for the year ended 31 March 2013, and is detailed on page 47 of those accounts. The Company has adequate cash and liquid resources. The portfolio of investments is diversified in terms of sector, and the major cash outflows of the Company (namely investments, dividends and share buy-backs) are within the Company's control. Accordingly, after making diligent enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, the Directors have adopted the going concern basis in preparing this Half-yearly Financial Report and this is in accordance with 'Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009' published by the Financial Reporting Council.
17. 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 September 2013 and 30 September 2012, and is unaudited. The information for the year ended 31 March 2013 does not constitute statutory accounts within the terms of section 434 of the Companies Act 2006 but is derived from the audited statutory accounts for the financial year, which were unqualified and which have been delivered to the Registrar of Companies. The Auditor reported on those accounts; their report was unqualified and did not contain a statement under s498 (2) or (3) of the Companies Act 2006.
18. 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 National Storage Mechanism and also electronically at www.albion-ventures.co.uk/OurFunds/AAVC.htm.
Dividend history for Albion Venture Capital Trust PLC 'C Shares'
| Total shareholder net asset value return to 30 September 2013 | C shares (pence per share) |
| Total dividends paid during the year ended: | |
| 31 March 1998 | 2.00 |
| 31 March 1999 | 8.75 |
| 31 March 2000 | 2.70 |
| 31 March 2001 | 4.80 |
| 31 March 2002 | 7.60 |
| 31 March 2003 | 7.70 |
| 31 March 2004 | 8.20 |
| 31 March 2005 | 9.75 |
| 31 March 2006 | 11.75 |
| 31 March 2007 | 10.00 |
| 31 March 2008 | 10.00 |
| 31 March 2009 | 10.00 |
| 31 March 2010 | 5.00 |
| 31 March 2011 | 5.00 |
| 31 March 2012 | 5.00 |
| 31 March 2013 | 5.00 |
| Total dividends paid in the six months to 30 September 2013 | 2.50 |
| Total dividends paid to 30 September 2013 | 115.75 |
| Net asset value as at 30 September 2013 | 73.00 |
| Total shareholder net asset value return to 30 September 2013 | 188.75 |
Notes
Dividends paid before 5 April 1999 were paid to qualifying shareholders inclusive of the associated tax credit. The dividends for the year to 31 March 1999 were maximised in order to take advantage of this tax credit.
A capital dividend of 2.55 pence paid in the year to 31 March 2000 to Ordinary shareholders to enable the Ordinary shares and the C shares to merge on an equal basis.
All dividends paid by the Company are free of income tax. It is an H.M. Revenue & Customs requirement that dividend vouchers indicate the tax element should dividends have been subject to income tax. Investors should ignore this figure on their dividend voucher and need not disclose any income they receive from a VCT on their tax return.
The net asset value of the Company is not its share price as quoted on the official list of the London Stock Exchange. The share price of the Company can be found in the Investment Companies - VCTs section of the Financial Times on a daily basis. Investors are reminded that it is common for shares in VCTs to trade at a discount to their net asset value.
Dividend history for Albion Prime VCT PLC now merged with Albion Venture Capital Trust PLC
| Total shareholder net asset value return to 30 September 2013 | Proforma (i) Albion Prime VCT PLC (pence per share) |
| Total dividends paid during the year ended: | |
| 31 March 1998 | 1.10 |
| 31 March 1999(ii) | 6.40 |
| 31 March 2000 | 1.50 |
| 31 March 2001 | 4.25 |
| 31 March 2002 | 2.75 |
| 31 March 2003 | 2.00 |
| 31 March 2004 | 1.25 |
| 31 March 2005 | 2.20 |
| 31 March 2006 | 4.50 |
| 31 March 2007 | 4.00 |
| 31 March 2008 | 5.00 |
| 31 March 2009 | 4.50 |
| 31 March 2010 | 2.00 |
| 31 March 2011 | 3.00 |
| 31 March 2012 | 3.00 |
| 31 March 2013 | 3.70 |
| Total dividends paid in the six months to 30 September 2013 | 2.20 |
| Total dividends paid to 30 September 2013 | 53.35 |
| Proforma net asset value as at 30 September 2013 | 64.25 |
| Total proforma shareholder net asset value return to 30 September 2013 | 117.60 |
Notes
The proforma shareholder returns presented above are based on the dividends paid to shareholders before the merger and the pro-rata net asset value per share and pro-rata dividends per share paid to 30 September 2013. Albion Prime VCT PLC was merged with Albion Venture Capital Trust PLC on 25 September 2012. This pro-forma is based upon 0.8801 Albion Venture Capital Trust PLC shares for every Albion Prime VCT PLC share which merged with Albion Venture Capital Trust PLC on 25 September 2012.
Dividends paid before 5 April 1999 were paid to qualifying shareholders inclusive of the associated tax credit. The dividends for the year to 31 March 1999 were maximised in order to take advantage of this tax credit.
The above table excludes the tax benefits investors received upon subscription for shares in the Company.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Albion Venture Capital Trust PLC via Globenewswire
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