Annual Financial Report

As required by the UK Listing Authority's Disclosure and Transparency Rules 4.1 and 6.3, Crown Place VCT PLC today makes public its information relating to the Annual Report and Financial Statements for the year ended 30 June 2009. This announcement was approved by the Board of Directors on 28 September 2009. This announcement has not been audited. Please click on the following link to view the full Annual Report and Financial Statements (which have been audited) for the year to 30 June 2009. The information contained in this link includes information as required by the Disclosure and Transparency Rules, including Rule 4.1. http://hugin.info/141806/R/1344602/322463.pdf Alternatively you may view the Annual Report and Financial Statements at: www.albion-ventures.co.uk by clicking on the 'Our Funds' section. Investment Objectives The investment objective and policy of the Company is to achieve long term capital and income growth principally through investment in smaller unquoted companies in the United Kingdom. In pursuing this policy, the Manager aims to build a portfolio which concentrates on two complementary investment areas. The first are lower risk, often asset-based investments that can provide a strong income stream combined with protection of capital. These will be balanced by a smaller proportion of the portfolio being invested in higher risk companies with greater growth prospects. Financial Calendar +-------------------------------------------------------------------+ | Annual General Meeting | 11 November 2009 | | | | |------------------------------------------------+------------------| | Record date for first dividend | 9 October 2009 | | | | |------------------------------------------------+------------------| | Payment of first dividend | 6 November 2009 | |------------------------------------------------+------------------| | Announcement of half-yearly results for the | February 2010 | | six months ended 31 December 2009 | | |------------------------------------------------+------------------| | Payment of second dividend subject to Board | April 2010 | | approval | | +-------------------------------------------------------------------+ Financial Highlights +---------------------------------------------------------------+ | | 30 June 2009 | 30 June 2008 | | | pence per share | pence per share | |---------------------------+-----------------+-----------------| | Net asset value per share | 34.2 | 41.1 | |---------------------------+-----------------+-----------------| | Dividends paid | 2.5 | 2.5 | |---------------------------+-----------------+-----------------| | Revenue return per share | 0.9 | 1.3 | |---------------------------+-----------------+-----------------| | Capital return per share | (5.4) | (2.7) | +---------------------------------------------------------------+ Shareholder returns and shareholder value +-------------------------------------------------------------------+ | | Proforma (i) | Proforma (i) | Crown Place | | | Murray VCT | Murray VCT | VCT PLC* | | | PLC | 2 PLC | | |-----------------------+--------------+--------------+-------------| | | (pence per | (pence per | (pence per | | | share) | share) | share) | |-----------------------+--------------+--------------+-------------| | Shareholder return | | | | | from launch to April | | | | | 2005 (date that | | | | | Albion Ventures was | | | | | appointed investment | | | | | manager): | | | | |-----------------------+--------------+--------------+-------------| | Total dividends paid | 30.36 | 30.91 | 24.93 | | to 6 April 2005 (ii) | | | | |-----------------------+--------------+--------------+-------------| | Decrease in net asset | (69.90) | (64.50) | (56.60) | | value | | | | |-----------------------+--------------+--------------+-------------| | Total shareholder | (39.54) | (33.59) | (31.67) | | return to 6 April | | | | | 2005 | | | | |-----------------------+--------------+--------------+-------------| | | | | | |-----------------------+--------------+--------------+-------------| | Shareholder return | | | | | from April 2005 to 30 | | | | | June 2009: | | | | |-----------------------+--------------+--------------+-------------| | Total dividends paid | 6.91 | 8.06 | 9.30 | |-----------------------+--------------+--------------+-------------| | Decrease in net asset | (5.73) | (6.36) | (9.16) | | value | | | | |-----------------------+--------------+--------------+-------------| | Total shareholder | | | | | return from April | 1.18 | 1.70 | 0.14 | | 2005 to 30 June 2009 | | | | |-----------------------+--------------+--------------+-------------| | | | | | |-----------------------+--------------+--------------+-------------| | Shareholder value | | | | | since launch: | | | | |-----------------------+--------------+--------------+-------------| | Total dividends paid | 37.27 | 38.97 | 34.23 | | to 30 June 2009 (ii) | | | | |-----------------------+--------------+--------------+-------------| | Net asset value as at | 24.37 | 29.14 | 34.24 | | 30 June 2009 | | | | |-----------------------+--------------+--------------+-------------| | Total shareholder | 61.64 | 68.11 | 68.47 | | value as at 30 June | | | | | 2009 | | | | |-----------------------+--------------+--------------+-------------| | | | | | |-----------------------+--------------+--------------+-------------| | Current dividend | 1.78 | 2.13 | 2.50 | | objective (pence per | | | | | share) | | | | |-----------------------+--------------+--------------+-------------| | Percentage dividend | 7.3% | 7.3% | 7.3% | | yield on net asset | | | | | value | | | | +-------------------------------------------------------------------+ Net asset value total return to shareholders since launch: +-------------------------------------------------------------------+ | | 30 June 2009 | | | (pence per share) | |-----------------------------------------------+-------------------| | Total dividends paid during the period from | 24.93 | | launch to 6 April 2005 (prior to change of | | | manager) | | |-----------------------------------------------+-------------------| | Total dividends paid during the year ended 28 | 1.00 | | February 2006 | | |-----------------------------------------------+-------------------| | Total dividends paid during the period ended | 3.30 | | 30 June 2007 | | |-----------------------------------------------+-------------------| | Total dividends paid during the year ended 30 | 2.50 | | June 2008 | | |-----------------------------------------------+-------------------| | Total dividends paid during the year ended 30 | 2.50 | | June 2009 | | |-----------------------------------------------+-------------------| | Total dividends paid to 30 June 2009 | 34.23 | |-----------------------------------------------+-------------------| | Net asset value as at 30 June 2009 | 34.24 | |-----------------------------------------------+-------------------| | Total net asset value return as at 30 June | 68.47 | | 2009 | | +-------------------------------------------------------------------+ Notes (I)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 June 2009 since the merger. This pro-forma is based upon the proportion of shares received by Murray VCT PLC (now renamed CP1 VCT PLC) and Murray VCT 2 PLC (now renamed CP2 VCT PLC) shareholders at the time of the merger with Crown Place VCT PLC on 13 January 2006. (II) Prior to 6 April 1999, venture capital trusts were able to add 20 per cent. to dividends and figures for the period up until 6 April 1999 are included at the gross equivalent rate actually paid to shareholders. * Formerly Murray VCT 3 PLC In addition to the dividends paid above, the Board has declared a first dividend for the year ending 30 June 2010, of 1.25 pence per Crown Place VCT PLC share (0.25 pence to be paid out of revenue profits and 1.00 pence out of realised capital gains), on 6 November 2009 to shareholders on the register as at 9 October 2009. Chairman's Statement Introduction The financial results for the year to 30 June 2009 reflect the difficult economic environment in the UK during this period. The decline in market valuation multiples combined with a cautious view of the trading prospects of some our investee companies have contributed to the reduction in the value of investments held by the Company. The Company experienced a total negative return of 4.5 pence per share over the year. Net asset value declined to 34.2 pence per share compared with 41.1 pence per share as at the 30 June 2008, after the payment of 2.5 pence per share in dividends. Results and Dividends As at 30 June 2009, the net asset value was £24.8 million or 34.2 pence per share compared to £30.2 million or 41.1 pence per share as at 30 June 2008. The revenue return before taxation was £682,000, a sharp reduction on the previous year of £1.2 million, predominantly due to a lower return on cash resources and loan stock investments during the year. The decline in net asset value with dividends reinvested was 10.6 per cent. during the year, compared to a decrease in the FTSE All-Share Index of 20.5 per cent. over the same period. The VCT's policy is to pay regular and predictable dividends to investors out of revenue income and realised capital gains. During the year to 30 June 2009, the VCT maintained its dividend distribution of 2.5 pence per share. The Board announces a first dividend for the current financial year of 1.25 pence per share (0.25 pence to be paid out of revenue profits and 1.00 pence out of realised capital gains) which will be paid on 6 November 2009 to shareholders on the register as at 9 October 2009. Investment progress A total of £2.0 million was invested in 4 new investee companies and in 15 existing investee companies during the year. Details are in the Manager's Report. Some 60 per cent. of the write-downs on investments over the year relate to third party professional valuations of the property held by certain of our investee companies. Although the great majority of the underlying businesses remain profitable at the operating level, valuations have been reduced in line with the commercial property market. The slowdown in consumer spending has adversely affected trading in, and income generated by, a number of businesses. Combined with historically very low market interest rates on our cash deposits, this adversely affected the Company's income in 2009, which is sharply down on the previous year. Nevertheless, your Company's strategy of retaining substantial cash balances through the downturn has proved to be sound. Despite pressure on certain of our investee companies, the portfolio as a whole remains cash generative. Recovery of historic VAT Following a period of lobbying by the Association of Investment Companies, the welcome review of the position regarding the exemption of management fees from VAT by H.M. Revenue & Customs in July 2008 has meant that the Manager is able to reclaim historic VAT that it had previously charged to the Company. A net reclaim of historic VAT of £369,000 has been credited to the accounts in respect of the repayment. Further details regarding this claim, and its disclosure, are shown in note 5 of the notes to this announcement. With effect from 1 October 2008, all management and administration fees are considered exempt from VAT. Share premium account Shareholders approved the cancellation of the Company's share premium account by way of special resolution at a General Meeting held on 1 September 2009. The share premium account amounting to £14.4m was subsequently cancelled on 16 September 2009 by order of the High Court and the Notice regarding the cancellation was registered at Companies House on 17 September 2009. The purpose of this cancellation is to increase the special reserve available for distribution as dividends, and which, amongst other purposes, can be used for making market purchases of Ordinary shares. Risks and uncertainties The continuing uncertain outlook for the UK economy continues to be the key risk for the Company both in terms of valuations and the amount of loan stock interest payable by investee companies. A detailed analysis of the other risks and uncertainties facing the business are in note 23 below, and are also shown in the Directors' Report and Enhanced Business Review on pages 21 to 22 of the full Annual Report and Financial Statements. Related party transactions Details of material related party transactions can be found in note 22 below and to the Annual Report and Financial Statements. Discount management and share buy-backs It remains the Board's policy to buy back shares in the market, subject to the overall constraint that such purchases are in the VCT's interest, including the maintenance of sufficient resources for investment in existing and new investee companies and the continued payment of dividends to shareholders. Given the high level of volatility apparent in all markets, the discount to net asset value per share at which shares are bought back has widened from that which has applied historically. Proposed change to the Company's Articles of Association At the forthcoming Annual General Meeting, special resolutions will be proposed to adopt new Articles of Association in order to update the Company's existing Articles of Association (the "Current Articles") and to take account of the changes that have been brought into force by the Companies Act 2006. A summary of the principal changes that are proposed to be made to the Current Articles by resolution 11 is contained in the Directors' Report and Enhanced Business Review on page 26 of the Annual Report and Financial Statements. Change of Manager The business of Close Ventures Limited was acquired by Albion Ventures LLP ("Albion Ventures") from Close Brothers Group plc ("Close") on 23 January 2009. Albion Ventures was formed by the executive directors of Close Ventures Limited; Close continue to have an investment in the business. The Company's management contract was novated from Close Ventures to Albion Ventures on exactly the same terms as the existing agreement. The investment approach of Albion Ventures and the investment policy of the Company are also unchanged, with a continuing emphasis on building up a broad portfolio of investee companies normally with no external bank borrowings and the maintenance of a regular dividend yield. Following the change of Manager, the Company Secretary is now Albion Ventures LLP. Shareholder survey The Manager recently performed a shareholder survey. Questionnaires were sent to all shareholders and a 22 per cent. response rate (by number of shareholders) was achieved. Of these shareholders, 66 per cent. were satisfied or very satisfied with the returns on the Company, 70 per cent. intended to hold their shares indefinitely, and dividend yield was ranked as the most common feature that investors were looking for in a Venture Capital Trust. The Board wishes to thank shareholders who took part in the survey and will bear in mind the findings. The full survey results are available to view on the Manager's website at www.albion-ventures.co.uk under the 'Our Funds' section. Outlook and prospects While we remain cautious on the outlook for the UK economy as a whole, we believe that the investment portfolio has been valued to take these concerns into account. The Company's policy of ensuring that it has a first charge wherever possible over investee companies' assets partly protects the Company from the adverse effects of the sharp decline in the availability of bank finance. It remains our general policy that, wherever possible, investee companies should not have external bank borrowings. Meanwhile, we are encouraged by the current trading of a number of our investee companies. The Company has substantial cash and liquid resources (and indeed at £7.8m, they currently account for 50 per cent. of the Company's stock market valuation) and these resources will enable the VCT to take advantage of the lower valuations now becoming apparent. Opportunities within our target sectors continue to arise at attractive valuations, including the healthcare sector which will be one of our core areas of concentration going forward. While valuations and income may still come under further pressure in the short term, we anticipate that, over the longer term, the current reductions in valuation represent value deferred rather than value permanently lost. Subject to the longer-term performance of the investment portfolio, the Board aims to maintain the current annualised dividend distribution of 2.5 pence per share going forward. Patrick Crosthwaite Chairman 28 September 2009 Manager's Report An analysis of Crown Place VCT PLC's investment portfolio as at 30 June 2009 is shown below. Care has been taken to diversify the portfolio across a broad number of sectors, with those that are asset-based and consumer facing, such as pubs, health and fitness clubs and cinemas, being balanced by higher growth businesses in the business services, healthcare, IT and environmental sectors. Split of investment portfolio by sector http://hugin.info/141806/R/1344602/322465.pdf Source: Albion Ventures LLP New investments During the year the VCT invested £949,000 in four new qualifying investments. These comprised £210,000 in Forth Photonics Limited, a diagnostic company specialising in the detection of cervical cancer; £357,000 in Prime Care Holdings Limited, a domiciliary care operator based on the South Coast; £305,000 in Bravo Inns II Limited, a freehold pub owner and operator and £77,000 in Mirada Medical Limited, a developer of medical imaging software. In addition, the Company invested a total of £1.0 million in 15 existing investee companies. Some of these were in our existing pub investments, where they took advantage of the low prices in the sector to purchase further units at attractive prices. Others were in the IT and medical technology sectors, and tended to be in promising businesses, but where growth had been slower than anticipated. Portfolio review The net asset value with dividends reinvested declined by 10.6 per cent. during the year. Some 60.3 per cent. of this fall reflected lower property values, with the balance reflecting the current difficult trading environment. This fall is compared to a decrease in the FTSE All-Share Index of 20.5 per cent. over the same period. Although investments in the leisure sector (comprising hotels, pubs and fitness clubs) form the greatest element of the provisions on the portfolio, it is encouraging to note that almost all units are profitable at the operating level. In other areas, in particular IT services and medical technology, we are seeing encouraging profits. The main areas of decline were in some of the pub investments where market valuations have decreased; Kensington Health Clubs Limited, where despite continued growth in membership, the valuation was affected by the general downturn in the commercial property sector; The Crown Hotel Harrogate Limited, where despite substantially improved trading, a sharp devaluation was dictated by the general decline in the property sector; The Stanwell Hotel Limited, which is due to open following refurbishment next Spring, but whose value has fallen in line with the commercial property market; Chichester Holdings Limited, which, while still profitable, has seen a decline in trading and Vibrant Energy Assessors Limited, where our shareholding had to be restructured as a result of the decline in the housing sector, but whose performance is now more promising. We are working closely with our portfolio companies as they take proactive measures to limit the impact of the downturn. It is our intention going forward to concentrate particularly on the healthcare and environmental sectors as we believe that these are likely to provide a greater degree of resilience during the current difficult environment. Albion Ventures LLP Manager 28 September 2009 Responsibility Statement In preparing these financial statements for the year to 30 June 2009, the Directors of the Company, being Patrick Crosthwaite, Rachel Beagles, Sir Andrew Cubie, Vikram Lall and Geoffrey Vero, confirm that to the best of their knowledge: -summary financial information contained in this announcement and the full Annual Report and Financial Statements for the year ended 30 June 2009 for the Group has been prepared in accordance with International Financial Reporting Standards as adopted by the European Union, and for the parent company has been prepared in accordance with United Kingdom Generally Accepted Accounting Practice, and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Group and Company for the year ended 30 June 2009 as required by DTR 4.2.R; -the Chairman's Statement and Manager's Report include a fair review of the information required by DTR 4.2.7R (indication of important events during the year ended 30 June 2009 and description of principal risks and uncertainties that the Company faces); and -the Chairman's Statement and Manager's Report include a fair review of the information required by DTR 4.2.8R (disclosure of related parties transactions and changes therein). A detailed 'Statement of Directors' responsibilities for the preparation of the Group's and the Company's financial statements' is contained within the full audited Annual Report and Financial Statements which is attached to this announcement. By order of the Board Patrick Crosthwaite Chairman 28 September 2009 Consolidated Income Statement +----------------------------------------------------------------------------------+ | | | Year ended | Year ended | | | | 30 June 2009 | 30 June 2008 | |-----------------------------+----+-----------------------+-----------------------| | | |Revenue|Capital| Total|Revenue|Capital| Total| | |Note| £'000| £'000| £'000| £'000| £'000| £'000| |-----------------------------+----+-------+-------+-------+-------+-------+-------| | | | | | | | | | |Losses on investments | 2| -|(3,869)|(3,869)| -|(1,818)|(1,818)| |-----------------------------+----+-------+-------+-------+-------+-------+-------| |Investment income and deposit| | | | | | | | |interest | 3| 988| -| 988| 1,714| -| 1,714| |-----------------------------+----+-------+-------+-------+-------+-------+-------| |Investment management fees | 4| (118)| (354)| (472)| (167)| (502)| (669)| |-----------------------------+----+-------+-------+-------+-------+-------+-------| |Recovery of VAT | 5| 92| 277| 369| -| -| -| |-----------------------------+----+-------+-------+-------+-------+-------+-------| |Other expenses | 6| (280)| -| (280)| (307)| -| (307)| |-----------------------------+----+-------+-------+-------+-------+-------+-------| | | | | | | | | | |Profit/(loss) before taxation| | 682|(3,946)|(3,264)| 1,240|(2,320)|(1,080)| |-----------------------------+----+-------+-------+-------+-------+-------+-------| |Taxation | 7| -| -| -| (283)| 304| 21| |-----------------------------+----+-------+-------+-------+-------+-------+-------| |Profit/(loss) for the year | | 682|(3,946)|(3,264)| 957|(2,016)|(1,059)| |-----------------------------+----+-------+-------+-------+-------+-------+-------| |Basic and diluted | | | | | | | | |return/(loss) per Ordinary | | | | | | | | |share (pence)* | 9| 0.9| (5.4)| (4.5)| 1.3| (2.7)| (1.4)| +----------------------------------------------------------------------------------+ * (excluding treasury shares) The accompanying notes form an integral part of these financial statements. The total column of this statement represents the Group's Income Statement, prepared in accordance with International Financial Reporting Standards ('IFRS'). The supplementary revenue and capital columns are prepared under guidance published by the Association of Investment Companies. The consolidated Income Statements for the year ended 30 June 2009 and the year ended 30 June 2008 include the results of the subsidiaries CP1 VCT PLC and CP2 VCT PLC. All revenue and capital items in the above statement derive from continuing operations. Consolidated Balance Sheet +-------------------------------------------------------------------+ | | | 30 June 2009 | 30 June 2008 | | | Note | £'000 | £'000 | |------------------------------+------+--------------+--------------| | Non-current assets | | | | |------------------------------+------+--------------+--------------| | Investments | 10 | 15,878 | 18,211 | |------------------------------+------+--------------+--------------| | | | | | |------------------------------+------+--------------+--------------| | Current assets | | | | |------------------------------+------+--------------+--------------| | Trade and other receivables | 13 | 55 | 308 | |------------------------------+------+--------------+--------------| | Current asset investments | 13 | 2,718 | 2,686 | |------------------------------+------+--------------+--------------| | Current tax asset | 13 | - | 53 | |------------------------------+------+--------------+--------------| | Cash and cash equivalents | 17 | 6,472 | 9,237 | |------------------------------+------+--------------+--------------| | | | 9,245 | 12,284 | |------------------------------+------+--------------+--------------| | | | | | |------------------------------+------+--------------+--------------| | Total assets | | 25,123 | 30,495 | |------------------------------+------+--------------+--------------| | Current liabilities | | | | |------------------------------+------+--------------+--------------| | Trade and other payables | 14 | (335) | (321) | |------------------------------+------+--------------+--------------| | | | | | |------------------------------+------+--------------+--------------| | Net assets | | 24,788 | 30,174 | |------------------------------+------+--------------+--------------| | | | | | |------------------------------+------+--------------+--------------| | Equity attributable to | | | | | equityholders | | | | |------------------------------+------+--------------+--------------| | Ordinary share capital | 15 | 7,965 | 8,066 | |------------------------------+------+--------------+--------------| | Share premium | | 14,438 | 14,422 | |------------------------------+------+--------------+--------------| | Capital redemption reserve | | 902 | 793 | |------------------------------+------+--------------+--------------| | Special reserve | | 32,099 | 32,421 | |------------------------------+------+--------------+--------------| | Own shares held | | (2,849) | (2,849) | |------------------------------+------+--------------+--------------| | Realised capital reserve | | (21,163) | (17,206) | |------------------------------+------+--------------+--------------| | Unrealised capital reserve | | (7,616) | (6,645) | |------------------------------+------+--------------+--------------| | Revenue reserve | | 1,012 | 1,172 | |------------------------------+------+--------------+--------------| | Total equity shareholders' | | | | | funds | | 24,788 | 30,174 | |------------------------------+------+--------------+--------------| | | | | | |------------------------------+------+--------------+--------------| | Basic and diluted net asset | | | | | value per share (pence)* | 16 | 34.2 | 41.1 | +-------------------------------------------------------------------+ * (excluding treasury shares) The consolidated Balance Sheets as at 30 June 2009 and 30 June 2008 include the balance sheets of the subsidiaries CP1 VCT PLC and CP2 VCT PLC. The accompanying notes form an integral part of these financial statements. These financial statements were approved by the Board of Directors, and authorised for issue on 28 September 2009 and were signed on its behalf by Patrick Crosthwaite Chairman Company Balance Sheet +-------------------------------------------------------------------+ | | | 30 June 2009 | 30 June 2008 | | | Note | £'000 | £'000 | |------------------------------+------+--------------+--------------| | Fixed assets | | | | |------------------------------+------+--------------+--------------| | Fixed asset investments | 10 | 15,878 | 18,211 | |------------------------------+------+--------------+--------------| | Investment in subsidiary | | | | | undertakings | 12 | 15,149 | 15,059 | |------------------------------+------+--------------+--------------| | | | 31,027 | 33,270 | |------------------------------+------+--------------+--------------| | | | | | |------------------------------+------+--------------+--------------| | Current assets | | | | |------------------------------+------+--------------+--------------| | Trade and other debtors | 13 | 55 | 302 | |------------------------------+------+--------------+--------------| | Current asset investments | 13 | 2,718 | 2,686 | |------------------------------+------+--------------+--------------| | Current tax asset | 13 | - | 53 | |------------------------------+------+--------------+--------------| | Cash at bank and in hand | 17 | 6,255 | 6,548 | |------------------------------+------+--------------+--------------| | | | 9,028 | 9,589 | |------------------------------+------+--------------+--------------| | | | | | |------------------------------+------+--------------+--------------| | Total assets | | 40,055 | 42,859 | |------------------------------+------+--------------+--------------| | | | | | |------------------------------+------+--------------+--------------| | Creditors: amounts falling | | | | | due within one year | 14 | (15,267) | (12,685) | |------------------------------+------+--------------+--------------| | | | | | |------------------------------+------+--------------+--------------| | Net assets | | 24,788 | 30,174 | |------------------------------+------+--------------+--------------| | | | | | |------------------------------+------+--------------+--------------| | Capital and reserves | | | | |------------------------------+------+--------------+--------------| | Ordinary share capital | 15 | 7,965 | 8,066 | |------------------------------+------+--------------+--------------| | Share premium | | 14,438 | 14,422 | |------------------------------+------+--------------+--------------| | Capital redemption reserve | | 902 | 793 | |------------------------------+------+--------------+--------------| | Special reserve | | 32,099 | 32,421 | |------------------------------+------+--------------+--------------| | Own shares held | | (2,849) | (2,849) | |------------------------------+------+--------------+--------------| | Realised capital reserve | | (21,216) | (17,206) | |------------------------------+------+--------------+--------------| | Unrealised capital reserve | | (7,525) | (6,645) | |------------------------------+------+--------------+--------------| | Revenue reserve | | 974 | 1,172 | |------------------------------+------+--------------+--------------| | Shareholders' funds | | 24,788 | 30,174 | |------------------------------+------+--------------+--------------| | | | | | |------------------------------+------+--------------+--------------| | Basic and diluted net asset | | | | | value per share (pence)* | 16 | 34.2 | 41.1 | +-------------------------------------------------------------------+ * (excluding treasury shares) The Company Balance Sheet has been prepared in accordance with UK GAAP. The accompanying notes form an integral part of these financial statements. These financial statements were approved by the Board of Directors, and authorised for issue on 28 September 2009 and were signed on its behalf by Patrick Crosthwaite Chairman Consolidated Statement of Changes in Equity +------------------------------------------------------------------------------------------------------------------+ | |Ordinary| | Capital| | Own |Realised|Unrealised| | | | | share| Share|redemption| Special| shares| capital| capital| Revenue| | | | capital|premium| reserve|reserve*| held*|reserve*| reserve*|reserve*| Total| | | £'000| £'000| £'000| £'000| £'000| £'000| £'000| £'000| £'000| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| | | | | | | | | | | | |As at 1 July 2008 | 8,066| 14,422| 793| 32,421|(2,849)|(17,206)| (6,645)| 1,172| 30,174| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Issue of equity (net of costs) | 8| 16| -| -| -| -| -| -| 24| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Purchase of own shares for | | | | | | | | | | |cancellation (including costs) | (109)| -| 109| (321)| -| -| -| -| (321)| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Net realised losses on | | | | | | | | | | |investments | -| -| -| -| -| (2,898)| -| -|(2,898)| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Unrealised losses on investments| -| -| -| -| -| -| (971)| -| (971)| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Management and performance fees | | | | | | | | | | |charged to capital (net of tax) | -| -| -| -| -| (354)| -| -| (354)| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Recovery of VAT capitalised | -| -| -| -| -| 277| -| -| 277| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Revenue profit for the year | -| -| -| -| -| -| -| 682| 682| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Dividends paid in year | -| -| -| -| -| (981)| -| (842)|(1,823)| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| | | | | | | | | | | | |As at 30 June 2009 | 7,965| 14,438| 902| 32,099|(2,849)|(21,163)| (7,616)| 1,012| 24,788| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| | | | | | | | | | | | |As at 1 July 2007 | 8,392| 14,422| 468| 33,686|(2,849)|(11,193)| (9,558)| 1,006| 34,374| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Purchase of own shares for | | | | | | | | | | |cancellation (including costs) | (326)| -| 326| (1,265)| -| -| -| -|(1,265)| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Net realised losses on | | | | | | | | | | |investments | -| -| -| -| -| (4,731)| -| -|(4,731)| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Unrealised gains on investments | -| -| -| -| -| -| 2,913| -| 2,913| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Management and performance fees | | | | | | | | | | |charged to capital (net of tax) | -| -| -| -| -| (197)| -| -| (197)| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Revenue profit for the year | -| -| -| -| -| -| -| 957| 957| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Dividends paid in year | -| -| -| -| -| (1,085)| -| (791)|(1,876)| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| | | | | | | | | | | | |As at 30 June 2008 | 8,066| 14,422| 793| 32,421|(2,849)|(17,206)| (6,645)| 1,172| 30,174| +------------------------------------------------------------------------------------------------------------------+ * Included within these reserves is an amount of £1,483,000 (2008: £6,893,000) which is considered distributable. The Special reserve has been treated as distributable in determining the amounts available for distribution. Company Reconciliation of Movements in Shareholders' Funds +------------------------------------------------------------------------------------------------------------------+ | |Ordinary| | Capital| | Own |Realised|Unrealised| | | | | share| Share|redemption| Special| shares| capital| capital| Revenue| | | | capital|premium| reserve|reserve*| held*|reserve*| reserve*|reserve*| Total| | | £'000| £'000| £'000| £'000| £'000| £'000| £'000| £'000| £'000| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |As at 1 July 2008 | 8,066| 14,422| 793| 32,421|(2,849)|(17,206)| (6,645)| 1,172| 30,174| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Issue of equity (net of costs) | 8| 16| -| -| -| -| -| -| 24| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Purchase of own shares for | | | | | | | | | | |cancellation (including costs) | (109)| -| 109| (321)| -| -| -| -| (321)| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Net realised losses on | | | | | | | | | | |investments | -| -| -| -| -| (2,898)| -| -|(2,898)| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Unrealised losses on investments| -| -| -| -| -| -| (880)| -| (880)| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Management and performance fees | | | | | | | | | | |charged to capital (net of tax) | -| -| -| -| -| (354)| -| -| (354)| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Recovery of VAT capitalised | -| -| -| -| -| 224| -| -| 224| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Revenue profit for the year | -| -| -| -| -| -| -| 644| 644| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Dividends paid in year | -| -| -| -| -| (981)| -| (842)|(1,823)| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |As at 30 June 2009 | 7,965| 14,438| 902| 32,099|(2,849)|(21,216)| (7,525)| 974| 24,788| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |As at 1 July 2007 | 8,392| 14,422| 468| 33,686|(2,849)|(11,193)| (9,558)| 1,006| 34,374| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Purchase of own shares for | | | | | | | | | | |cancellation (including costs) | (326)| -| (326)| (1,265)| -| -| -| -|(1,265)| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Net realised losses on | | | | | | | | | | |investments | -| -| -| -| -| (4,731)| -| -|(4,731)| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Unrealised gains on investments | -| -| -| -| -| -| 2,913| -| 2,913| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Management and performance fees | | | | | | | | | | |charged to capital (net of tax) | -| -| -| -| -| (197)| -| -| (197)| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Revenue profit for the year | -| -| -| -| -| -| -| 957| 957| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |Dividends paid in year | -| -| -| -| -| (1,085)| -| (791)|(1,876)| |--------------------------------+--------+-------+----------+--------+-------+--------+----------+--------+-------| |As at 30 June 2008 | 8,066| 14,422| 793| 32,421|(2,849)|(17,206)| (6,645)| 1,172| 30,174| +------------------------------------------------------------------------------------------------------------------+ * Included within these reserves is an amount of £1,483,000 (2008: £6,893,000) which is considered distributable. The Special reserve has been treated as distributable in determining the amounts available for distribution. Consolidated Cash Flow Statement +-------------------------------------------------------------------+ | | | Year ended | Year ended | | | | 30 June | 30 June | | | | 2009 | 2008 | | | Note | £'000 | £'000 | |---------------------------------+------+-------------+------------| | Operating activities | | | | |---------------------------------+------+-------------+------------| | Investment income received | | 1,231 | 1,858 | |---------------------------------+------+-------------+------------| | Deposit interest received | | 200 | 396 | |---------------------------------+------+-------------+------------| | Administration fees paid | | (52) | (59) | |---------------------------------+------+-------------+------------| | Investment management fees paid | | (518) | (900) | |---------------------------------+------+-------------+------------| | Recovery of VAT | | 457 | - | |---------------------------------+------+-------------+------------| | Other cash payments | | (257) | (212) | |---------------------------------+------+-------------+------------| | Cash generated from operations | | 1,061 | 1,083 | |---------------------------------+------+-------------+------------| | | | | | |---------------------------------+------+-------------+------------| | Tax recovered/(paid) | | 52 | (52) | |---------------------------------+------+-------------+------------| | Net cash flows from operating | | | | | activities | 18 | 1,113 | 1,031 | |---------------------------------+------+-------------+------------| | | | | | |---------------------------------+------+-------------+------------| | Cash flows from investing | | | | | activities | | | | |---------------------------------+------+-------------+------------| | Purchase of non-current asset | | | | | investments | | (1,770) | (3,434) | |---------------------------------+------+-------------+------------| | Disposal of non-current asset | | | | | investments | | 55 | 9,122 | |---------------------------------+------+-------------+------------| | Purchase of current asset | | | | | investments | | (3,835) | (2,718) | |---------------------------------+------+-------------+------------| | Disposal of current asset | | | | | investments | | 3,835 | - | |---------------------------------+------+-------------+------------| | Net cash flows from investing | | | | | activities | | (1,715) | 2,970 | |---------------------------------+------+-------------+------------| | | | | | |---------------------------------+------+-------------+------------| | Cash flows from financing | | | | | activities | | | | |---------------------------------+------+-------------+------------| | Issue of Ordinary shares (net | | | | | of costs) | | 24 | - | |---------------------------------+------+-------------+------------| | Equity dividends paid | | (1,823) | (1,876) | |---------------------------------+------+-------------+------------| | Purchase of Ordinary shares for | | | | | cancellation | | (364) | (1,255) | |---------------------------------+------+-------------+------------| | Net cash flows used in | | | | | financing activities | | (2,163) | (3,131) | |---------------------------------+------+-------------+------------| | | | | | |---------------------------------+------+-------------+------------| | (Decrease)/increase in cash and | | | | | cash equivalents | | (2,765) | 870 | |---------------------------------+------+-------------+------------| | Cash and cash equivalents at | | | | | the start of the year | | 9,237 | 8,367 | |---------------------------------+------+-------------+------------| | | | | | |---------------------------------+------+-------------+------------| | Cash and cash equivalents at | | | | | the end of the year | 17 | 6,472 | 9,237 | +-------------------------------------------------------------------+ Notes to the announcement 1. Accounting policies The following policies refer to the Group and the Company except where noted. References to International Financial Reporting Standards ('IFRS') relate to the Group financial statements and Financial Reporting Standards ('FRS') relate to the the Company financial statements. Basis of accounting The financial statements have been prepared in accordance with the historical cost convention, modified to include the revaluation of investments in accordance with International Financial Reporting Standards ('IFRS') adopted for use in the European Union (and therefore comply with the Article 4 of the EU IAS regulation), in the case of the Group, and in accordance with Financial Reporting Standards ('FRS') in the case of the Company. Both the Group and the Company financial statements also apply the Statement of Recommended Practice: "Financial Statements of Investment Companies" ('SORP') issued by the Association of Investment Companies ("AIC") in January 2009, in so far as this does not conflict with IFRS. Crown Place VCT PLC has decided to adopt the principles of the January 2009 SORP earlier than the mandatory date. The financial statements have been prepared in accordance with those parts of the Companies Act 2006 applicable to companies reporting under IFRS and FRS. These financial statements are presented in Sterling to the nearest thousand. Accounting policies have been applied consistently in current and prior periods. At the date of authorisation of these financial statements, the following International Accounting Standards and interpretations were in issue but not yet effective: * IAS 1 Presentation of Financial Statements (revised) (effective for annual periods beginning on or after 1 January 2009) * IFRS 8 Operating Segments (effective for annual periods beginning on or after 1 January 2009) * IAS 23 (amendment) Borrowing Costs (effective for annual periods beginning on or after 1 January 2009) * IFRIC 12 Service Concession Arrangements (effective for annual periods beginning on or after 1 January 2009) * IAS 27 Consolidated and Separate Financial Statements (effective for annual periods beginning on or after 1 July 2009) * IFRS 2 (amendment) Share-based Payments (effective for annual periods beginning on or after 1 January 2009) * IFRS 3 Revised Business Combinations (effective for annual periods beginning on or after 1 July 2009) * IAS 32 & IAS 1 (amendments) Puttable Financial Instruments and Obligations arising on Liquidation (effective for annual periods beginning on or after 1 January 2009) * IAS 32 (amendment) Financial Instruments: Presentation (effective for annual periods beginning on or after 1 January 2009) * IAS 27 and IFRS 1 (amendment) Cost of Investment in Subsidiary (effective for annual periods beginning on or after 1 January 2009) * IFRIC 16 Hedges of Net Investment in Foreign Operation (effective for annual periods beginning on or after 1 October 2008) * IFRIC 15 Agreements for the Construction of Real Estate (effective for annual periods beginning on or after 1 January 2009) * IAS 39 (amendment) Financial Instruments: Recognition and Measurement (effective for annual periods beginning on or after 1 January 2009) * IFRS 7 (amendment) Financial Instruments (Disclosures) (effective for annual periods beginning on or after 1 July 2009) * IFRIC 17 Distributions of non-cash assets to owners (effective date for annual periods beginning on or after 1 July 2009) * IFRIC 18 Transfers of assets from customers (effective date for annual periods beginning on or after 1 July 2009) The above International Accounting Standards and interpretations have not been applied in this annual report and financial statements and are not expected to have any material impact on the financial statements although some changes will be required to the format of the Financial Statements and disclosures. Basis of consolidation The Group consolidated financial statements incorporate the financial statements of the Company for the year ended 30 June 2009 and the entities controlled by the Company (its subsidiaries), for the same period. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation. As permitted by Section 408 of the Companies Act 2006, the Company has not presented its own profit and loss account. The amount of the Company's loss before tax for the period dealt with in the accounts of the Group is £3,264,000 (2008: loss £1,076,000). Segmental reporting The Directors are of the opinion that the Group and the Company are engaged in a single segment of business, being investment business. The Group invests in smaller companies principally based in the UK. Business combinations The acquisition of subsidiaries is accounted for using the purchase method in the Group financial statements. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the subsidiaries, plus any costs directly attributable to the business combination. The subsidiary's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 "Business Combinations" are recognised at their fair value at the acquisition date. Estimates The preparation of the Group and Company's financial statements requires estimates, assumptions and judgements to be made, which affect the reported results and balances. Actual outcomes may differ from these estimates, with a consequential impact on the results of future periods. These estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are those used to determine the fair value of investments at fair value through the profit or loss. The valuation of investments at fair value through the profit or loss is determined by using valuation techniques. The Group and the Company use judgements to select a variety of methods and makes assumptions that are mainly based on market conditions at each balance sheet date. Fixed and current asset investments Quoted and unquoted equity investments In accordance with IAS 39 'Financial Instruments: Recognition and Measurement', and 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. 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. Unquoted loan stock Unquoted loan stock is classified as loans and receivables in accordance with IAS 39 and FRS 26 and carried at amortised cost using the Effective Interest Rate method ("EIR") 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 Revenue 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 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 IAS 39 and FRS 26, floating rate notes are designated as FVTPL. 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. It is not the Group or the Company's policy to exercise control or significant influence over investee companies. Therefore in accordance with the exemptions under IAS 28 "Investments in associates" and FRS 9 "Associates and joint ventures", those undertakings in which the Group or Company holds more than 20 per cent. of the equity are not regarded as associated undertakings. 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. Investment income Quoted and unquoted equity income 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. Unquoted loan stock 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 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. Taxation Taxation is applied on a current basis in accordance with IAS 12 and FRS 16 "Income taxes". Taxation associated with capital expenses is applied in accordance with the SORP. Deferred taxation is provided in full on temporary differences in accordance with IAS 12 and timing differences in accordance with FRS 16, 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. Temporary differences arise from differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which unused tax losses and credits can be utilised. Dividends In accordance with IAS 10 and FRS 21 "Events after the balance sheet date", dividends are accounted for in the period in which the dividend has been paid, or approved by shareholders. Issue costs Issue costs associated with the allotment of share capital have been deducted from the share premium account. Investment management fees, performance incentive fees and other expenses All expenses have been accounted for on an accruals basis. Expenses are charged through the Revenue column of the Income Statement, except for management fees and performance incentive fees which are allocated in part to the capital column of the Income Statement, 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 Group's investment returns will be in the form of capital gains. Receivables and payables/debtors and creditors * Receivables are non-interest bearing and are short term in nature and are accordingly stated at amortised cost, as reduced by appropriate allowances for estimated irrecoverable amounts. The Directors consider that the carrying amount of receivables/debtors is not materially different to their fair value. * Payables are non-interest bearing and are stated at amortised cost. The Directors consider that the carrying amount of payables/creditors is not materially different to their fair value. Realised capital reserves 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 reserves Increases and decreases in the valuation of investments against cost are disclosed in this 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. Own shares held reserve This reserve accounts for amounts by which the Company's distributable reserves are diminished through the repurchase of the Company's own shares for treasury purposes. 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. 2. Losses on investments +-------------------------------------------------------------------+ | | Year ended | Year ended | | | 30 June | 30 June | | | 2009 | 2008 | | | £'000 | £'000 | |-----------------------------------------+------------+------------| | Unrealised losses on non-current asset | | | | investments held at fair value through | | | | profit or loss account | (3,363) | (3,716) | |-----------------------------------------+------------+------------| | Net unrealised losses transferred to | | | | realised losses in the year | 2,909 | 5,515 | |-----------------------------------------+------------+------------| | Unrealised (losses)/gains on | | | | non-current asset investments held at | | | | amortised cost | (549) | 1,145 | |-----------------------------------------+------------+------------| | Unrealised (losses)/gains on | | | | non-current asset investments | (1,003) | 2,944 | |-----------------------------------------+------------+------------| | | | | |-----------------------------------------+------------+------------| | Unrealised gains/(losses) on current | | | | asset investments held at fair value | 32 | (31) | |-----------------------------------------+------------+------------| | Unrealised (losses)/gains sub total | (971) | 2,913 | |-----------------------------------------+------------+------------| | Realised gains on non-current asset | | | | investments held at fair value through | | | | profit or loss account | 11 | 784 | |-----------------------------------------+------------+------------| | Net realised losses transferred from | | | | unrealised losses in the year | (2,909) | (5,515) | |-----------------------------------------+------------+------------| | Realised losses sub total | (2,898) | (4,731) | |-----------------------------------------+------------+------------| | | | | |-----------------------------------------+------------+------------| | | (3,869) | (1,818) | +-------------------------------------------------------------------+ Investments valued on amortised cost basis are unquoted loan stock investments as described in note 10. 3. Investment income and deposit interest +-------------------------------------------------------------------+ | | Year ended | Year ended | | | 30 June | 30 June | | | 2009 | 2008 | | | £'000 | £'000 | |-----------------------------------------+------------+------------| | Income recognised on investments held | | | | at fair value through profit or loss | | | |-----------------------------------------+------------+------------| | UK dividend income | 80 | 69 | |-----------------------------------------+------------+------------| | Management fees received from equity | | | | investments | 2 | 3 | |-----------------------------------------+------------+------------| | Floating rate note interest | 116 | 144 | |-----------------------------------------+------------+------------| | Bank deposit interest | 135 | 441 | |-----------------------------------------+------------+------------| | | 333 | 657 | |-----------------------------------------+------------+------------| | Income recognised on investments held | | | | at amortised cost | | | |-----------------------------------------+------------+------------| | Return on loan stock investments | 490 | 1,057 | |-----------------------------------------+------------+------------| | Euro commercial paper interest | 165 | - | |-----------------------------------------+------------+------------| | | 988 | 1,714 | +-------------------------------------------------------------------+ Interest income earned on impaired investments at 30 June 2009 amounted to £77,000 (2008: £4,000). 4. Investment management fees +--------------------------------------------------------------------+ | |Year ended 30 June 2009|Year ended 30 June 2008| |--------------------+-----------------------+-----------------------| | | Revenue| Capital|Total| Revenue| Capital|Total| | | £'000| £'000|£'000| £'000| £'000|£'000| |--------------------+--------+--------+-----+--------+--------+-----| | | | | | | | | |Investment | 118| 354| 472| 167| 502| 669| |management fee | | | | | | | +--------------------------------------------------------------------+ Further details of the Management Agreement under which the investment management fee is paid are given in the Directors' Report and Enhanced Business Review on page 23 of the full Annual Report and Financial Statements. Additional management and performance fees (£17,000 and £71,000 respectively) have been recognised as a result of the recovery of historic VAT and have been set off against the VAT recovery amount in the Income Statement. 5. Recovery of VAT HMRC issued a business briefing on 24 July 2008 which permitted the recovery of historic VAT that had been charged on management fees, and which made these fees exempt from VAT with effect from 1 October 2008. The Manager, Albion Ventures LLP has made a claim for the historic VAT that Crown Place VCT PLC has been charged. A net sum of £369,000 has been recognised as a separate item in the Income Statement, allocated between revenue and capital return in the same proportion as that which the original VAT has been charged. 6. Loss before taxation is stated after charging: +-------------------------------------------------------------------+ | | Year ended | Year ended | | | 30 June | 30 June | | | 2009 | 2008 | | | £'000 | £'000 | |-----------------------------------------+------------+------------| | | | | | Directors' remuneration | 83 | 83 | |-----------------------------------------+------------+------------| | National insurance and/or VAT on | | | | Directors' remuneration | 7 | 8 | |-----------------------------------------+------------+------------| | Auditor's remuneration: | | | | - audit | 25 | 18 | |-----------------------------------------+------------+------------| | - - the auditing of | | | | accounts of subsidiaries of the Company | | | | pursuant to legislation | 6 | 6 | |-----------------------------------------+------------+------------| | Other expenses | 159 | 192 | |-----------------------------------------+------------+------------| | | 280 | 307 | +-------------------------------------------------------------------+ The audit fee for the year ended 30 June 2008 includes a credit of £7,000 in respect of the prior year. Further information regarding Directors' remuneration can be found in the Directors' Remuneration Report in the full Annual Report and Financial Statements. 7. Taxation +-------------------------------------------------------------------------+ | | | | | |Year ended 30 June 2009|Year ended 30 June 2008| |-------------------------+-----------------------+-----------------------| | | Revenue| Capital|Total| Revenue| Capital|Total| | | £'000| £'000|£'000| £'000| £'000|£'000| |-------------------------+--------+--------+-----+--------+--------+-----| | | | | | | | | |UK corporation tax | | | | | | | |(charge)/credit | -| -| -| (283)| 304| 21| +-------------------------------------------------------------------------+ The effective rate for the year to 30 June 2009 is 28 per cent. The tax charge for the year shown in the Income Statement is lower than the standard rate of corporation tax of 28 per cent. (2008: 29.5 per cent.). The differences are explained below: +-------------------------------------------------------------------+ | | Year ended | Year ended | | | 30 June | 30 June | | | 2009 | 2008 | | | £'000 | £'000 | |-----------------------------------------+------------+------------| | Loss on ordinary activities before | (3,264) | (1,080) | | taxation | | | |-----------------------------------------+------------+------------| | | | | |-----------------------------------------+------------+------------| | Loss on ordinary activities multiplied | (914) | (319) | | by the standard rate of corporation tax | | | | (28 per cent.) | | | |-----------------------------------------+------------+------------| | Effect of losses on capital assets not | 1,083 | 536 | | subject to taxation | | | |-----------------------------------------+------------+------------| | Effect of income not subject to | (22) | (20) | | taxation | | | |-----------------------------------------+------------+------------| | Utilisation of tax losses | (147) | (197) | |-----------------------------------------+------------+------------| | Release of over accrual in prior year | - | (21) | |-----------------------------------------+------------+------------| | | - | (21) | +-------------------------------------------------------------------+ No provision for deferred tax has been made in the current or prior accounting period. The Company and Group have not recognised a deferred tax asset of £1,490,000 (2008: £1,120,000) in respect of unutilised management expenses as it is not considered sufficiently probable that there will be taxable profits against which to utilise these expenses in the foreseeable future. The Group has not recognised a further deferred tax asset of £3,603,000 (2008: £4,120,000) in respect of unutilised management expenses and deficits arising from non-trading relationships which would only be used if its subsidiaries made significant profits. 8. Dividends +-------------------------------------------------------------------+ | | Year ended 30 June 2009 | Year ended 30 June 2008 | |-----------+---------------------------+---------------------------| | | Revenue | Capital | Total | Revenue | Capital | Total | | | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |-----------+---------+---------+-------+---------+---------+-------| | First | | | | | | | | dividend | | | | | | | | paid on | | | | | | | | 28 | | | | | | | | December | | | | | | | | 2007 | | | | | | | | (1.25 | | | | | | | | pence per | | | | | | | | share) | - | - | - | 604 | 340 | 944 | |-----------+---------+---------+-------+---------+---------+-------| | Second | | | | | | | | dividend | | | | | | | | paid on | | | | | | | | 25 April | | | | | | | | 2008 | | | | | | | | (1.25 | | | | | | | | pence per | | | | | | | | share) | - | - | - | 187 | 745 | 932 | |-----------+---------+---------+-------+---------+---------+-------| | First | | | | | | | | dividend | | | | | | | | paid on 8 | | | | | | | | August | | | | | | | | 2008 | | | | | | | | (1.25 | | | | | | | | pence per | | | | | | | | share) | 661 | 257 | 918 | - | - | - | |-----------+---------+---------+-------+---------+---------+-------| | Second | | | | | | | | dividend | | | | | | | | paid on | | | | | | | | 17 April | | | | | | | | 2009 | | | | | | | | (1.25 | | | | | | | | pence per | | | | | | | | share) | 181 | 724 | 905 | - | - | - | |-----------+---------+---------+-------+---------+---------+-------| | | 842 | 981 | 1,823 | 791 | 1,085 | 1,876 | +-------------------------------------------------------------------+ In addition to the dividends paid above, the Board has declared a first dividend for the year ending 30 June 2010, of 1.25 pence per Crown Place VCT PLC share (0.25 pence to be paid out of revenue profits and 1.00 pence out of realised capital gains), to be paid on 6 November 2009 to shareholders on the register as at 9 October 2009. The total amount of this dividend is expected to be approximately £905,000. 9. Basic and diluted return per share +--------------------------------------------------------------------------+ | |Year ended 30 June 2009| Year ended 30 June 2008| |-------------------------+-----------------------+------------------------| | |Revenue|Capital| Total| Revenue|Capital| Total| |-------------------------+-------+-------+-------+--------+-------+-------| |Return attributable to | | | | | | | |equity shares (£'000) | 682|(3,946)|(3,264)| 957|(2,016)|(1,059)| |-------------------------+-------+-------+-------+--------+-------+-------| |Return attributable per | | | | | | | |Ordinary share (pence) | | | | | | | |(basic and diluted) | 0.9| (5.4)| (4.5)| 1.3| (2.7)| (1.4)| +--------------------------------------------------------------------------+ The return per share has been calculated on 72,858,300 shares (2008: 75,364,144), being the weighted average number of shares in issue for the year, excluding treasury shares of 7,260,410 (2008: 7,260,410). There are no convertible instruments, derivatives or contingent share agreements in issue, and therefore no dilution affecting the return per share. The basic return per share is therefore the same as the diluted return per share. 10. Fixed asset investments +-------------------------------------------------------------------+ | | 30 June | 30 June | | | 2009 | 2008 | | | £'000 | £'000 | |-----------------------------------------------+---------+---------| | Group and Company | | | |-----------------------------------------------+---------+---------| | Qualifying unquoted equity and preference | | | | shares | 4,826 | 6,094 | |-----------------------------------------------+---------+---------| | Qualifying quoted equity | 885 | 1,108 | |-----------------------------------------------+---------+---------| | Qualifying equity derived instruments | 98 | 98 | |-----------------------------------------------+---------+---------| | Qualifying unquoted loan stock | 10,054 | 10,798 | |-----------------------------------------------+---------+---------| | Non-qualifying equity | 6 | 7 | |-----------------------------------------------+---------+---------| | Non-qualifying unquoted loan stock | 9 | 106 | |-----------------------------------------------+---------+---------| | Total investments | 15,878 | 18,211 | +-------------------------------------------------------------------+ +--------------------------------------------------------------------------------------------------------------+ | |Qualifying| | | | | | | | | unquoted| | Qualifying| | | | | | |equity and|Qualifying| equity|Qualifying| |Non-qualifying| | | |preference| quoted| derived| unquoted|Non-qualifying| unquoted loan| | | | shares| equity|instruments|loan stock| quoted equity| stock| Total| | | £'000| £'000| £'000| £'000| £'000| £'000| £'000| |---------------------------+----------+----------+-----------+----------+--------------+--------------+-------| |Group & Company | | | | | | | | |---------------------------+----------+----------+-----------+----------+--------------+--------------+-------| |Opening valuation as at 1 | | | | | | | | |July 2008 | 6,094| 1,108| 98| 10,798| 7| 106| 18,211| |---------------------------+----------+----------+-----------+----------+--------------+--------------+-------| |Purchases at cost | 1,111| -| -| 865| -| -| 1,976| |---------------------------+----------+----------+-----------+----------+--------------+--------------+-------| |Disposal proceeds | (10)| -| -| (46)| -| -| (56)| |---------------------------+----------+----------+-----------+----------+--------------+--------------+-------| |Realised losses | (2,138)| -| -| (760)| -| -|(2,898)| |---------------------------+----------+----------+-----------+----------+--------------+--------------+-------| |Movement in loan stock | | | | | | | | |capitalised accrued income | -| -| -| 83| -| -| 83| |---------------------------+----------+----------+-----------+----------+--------------+--------------+-------| |Movement in loan stock | | | | | | | | |accrued income | -| -| -| (352)| -| -| (352)| |---------------------------+----------+----------+-----------+----------+--------------+--------------+-------| |Unrealised losses | (231)| (223)| -| (534)| (1)| (97)|(1,086)| |---------------------------+----------+----------+-----------+----------+--------------+--------------+-------| |Closing valuation as at 30 | | | | | | | | |June 2009 | 4,826| 885| 98| 10,054| 6| 9| 15,878| |---------------------------+----------+----------+-----------+----------+--------------+--------------+-------| |Movement in loan stock | | | | | | | | |accrued income | | | | | | | | |---------------------------+----------+----------+-----------+----------+--------------+--------------+-------| |Opening accumulated | | | | | | | | |movement in loan stock | -| -| -| 480| -| -| 480| |accrued income | | | | | | | | |---------------------------+----------+----------+-----------+----------+--------------+--------------+-------| |Movement in loan stock | | | | | | | | |accrued income | -| -| -| (352)| -| -| (352)| |---------------------------+----------+----------+-----------+----------+--------------+--------------+-------| |Closing accumulated | | | | | | | | |movement in loan stock | | | | | | | | |accrued income | -| -| -| 128| -| -| 128| |---------------------------+----------+----------+-----------+----------+--------------+--------------+-------| |Movement in unrealised | | | | | | | | |losses | | | | | | | | |---------------------------+----------+----------+-----------+----------+--------------+--------------+-------| |Opening accumulated | (4,720)| (436)| -| (1,128)| (4)| (325)|(6,613)| |unrealised losses | | | | | | | | |---------------------------+----------+----------+-----------+----------+--------------+--------------+-------| |Movement in loan stock | -| -| -| 83| -| -| 83| |capitalised accrued income | | | | | | | | |---------------------------+----------+----------+-----------+----------+--------------+--------------+-------| |Movement in unrealised | (231)| (223)| -| (534)| (1)| (97)|(1,086)| |losses | | | | | | | | |---------------------------+----------+----------+-----------+----------+--------------+--------------+-------| |Closing accumulated | (4,951)| (659)| -| (1,579)| (5)| (422)|(7,616)| |unrealised losses | | | | | | | | |---------------------------+----------+----------+-----------+----------+--------------+--------------+-------| |Historic cost basis | | | | | | | | |---------------------------+----------+----------+-----------+----------+--------------+--------------+-------| |Opening book cost | 10,813| 1,545| 98| 11,447| 11| 431| 24,345| |---------------------------+----------+----------+-----------+----------+--------------+--------------+-------| |Purchases at cost | 1,111| -| -| 865| -| -| 1,976| |---------------------------+----------+----------+-----------+----------+--------------+--------------+-------| |Sales at cost | (2,147)| -| -| (807)| -| -|(2,954)| |---------------------------+----------+----------+-----------+----------+--------------+--------------+-------| |Closing book cost | 9,777| 1,545| 98| 11,505| 11| 431| 23,367| +--------------------------------------------------------------------------------------------------------------+ Equity and preference share investments held at fair value through profit or loss total £5,815,000 (2008: £7,307,000). Investments held at amortised cost total £10,063,000 (2008: £10,904,000). There has been no re-designation of fixed asset investments during the year. The following disposals, repayments and permanent diminutions in value took place during the year: +-------------------------------------------------------------------+ | | | | Opening | | | | | carrying | | | Net proceeds | | value as at | | Name of Company | from sale | Cost | 1 July 2008 | | | £'000 | £'000 | £'000 | |------------------------------+--------------+-------+-------------| | Blackbay Limited | 27 | 27 | 27 | |------------------------------+--------------+-------+-------------| | Forward Media Limited (in | - | 500 | - | | liquidation) | | | | |------------------------------+--------------+-------+-------------| | GB Pub Company Limited | 19 | 18 | 19 | |------------------------------+--------------+-------+-------------| | Palgrave Brown Holdings | - | 77 | - | | Limited (in administration) | | | | |------------------------------+--------------+-------+-------------| | Sanastro plc (in | - | 832 | - | | liquidation) | | | | |------------------------------+--------------+-------+-------------| | Tuscan Energy Group Limited | - | 850 | - | |------------------------------+--------------+-------+-------------| | Wisdom I.T. Holdings Limited | - | 650 | - | | (in liquidation) | | | | |------------------------------+--------------+-------+-------------| | | 46 | 2,954 | 46 | +-------------------------------------------------------------------+ Fixed asset investment class valuation methodologies Quoted equity investments (both qualifying and non-qualifying) are valued at market bid price as at the balance sheet date. Unquoted loan stock investments are valued on an amortised cost basis. Loan stocks with a fixed interest rate total £9,677,000 (2008: £10,520,000). Loan stocks with a floating rate of interest total £386,000 (2008: £384,000). The Directors believe that the carrying value of loan stock (valued using amortised cost) is not materially different to fair value. The Company does not hold any assets as the result of the enforcement of security during the year, and believes that the carrying values for both impaired and past due assets are covered by the value of security held for these loan stock investments. Unquoted equity investments and warrants and convertibles are valued in accordance with the IPEVCV guidelines as follows; +-------------------------------------------------------------------+ | | 30 June | 30 June | | | 2009 | 2008 | | Investment methodology | £'000 | £'000 | |-------------------------------------------+---------+-------------| | Cost (reviewed for impairment) | 500 | 1,215 | |-------------------------------------------+---------+-------------| | Net asset value supported by third party | | | | valuation | 920 | 1,825 | |-------------------------------------------+---------+-------------| | Recent investment price | 993 | 423 | |-------------------------------------------+---------+-------------| | Earnings multiple | 2,511 | 2,367 | |-------------------------------------------+---------+-------------| | Revenue multiple | - | 362 | |-------------------------------------------+---------+-------------| | | 4,924 | 6,192 | +-------------------------------------------------------------------+ The unquoted equity instruments had the following movements between investment methodologies between 30 June 2008 and 30 June 2009: +-------------------------------------------------------------------+ | | Carrying value | | | | as at | | | Change in investment | 30 June 2009 | | | methodology (2008 to 2009) | £'000 | Explanatory note | |----------------------------+----------------+---------------------| | | | | |----------------------------+----------------+---------------------| | Cost (reviewed for | | Investment held at | | impairment) to recent | | cost for the first | | investment price | 375 | year | |----------------------------+----------------+---------------------| | Cost (reviewed for | | Investment held at | | impairment) to earnings | | cost for the first | | multiple | 34 | year | |----------------------------+----------------+---------------------| | | | Company became | | Revenue multiple to | | profitable in the | | earnings multiple | 179 | year | |----------------------------+----------------+---------------------| | Earnings multiple to net | | | | asset value supported by | | Companies no longer | | third party valuation | 52 | profitable | |----------------------------+----------------+---------------------| | Cost (reviewed for | | | | impairment) to net asset | | Investment held at | | value supported by third | | cost for the first | | party valuation | 199 | year | +-------------------------------------------------------------------+ In the absence of a more appropriate valuation methodology, investments held for less than 12 months are valued at cost reviewed for impairment. Thereafter, the valuation will move to the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the IPEVCV Guidelines. The Directors believe that, within these parameters, there are no other possible methods of valuation which would be reasonable as at 30 June 2009. 11. Significant interests The principal activity of the Company is to select and hold a portfolio of investments in unquoted securities. Although the Company, through the Manager, will, in some cases, be represented on the board of the investee company, it will not take a controlling interest or become involved in the management. The size and structure of the companies with unquoted securities may result in certain holdings in the portfolio representing a participating interest without there being any partnership, joint venture or management consortium agreement. The Company has interests of greater than 20 per cent. of the nominal value of any class of the allotted shares in the investee companies as at 30 June 2009 as described below: +-------------------------------------------------------------------+ | Company | Country of | Principal | % class | % | | | incorporation | activity | and | total | | | | | share | voting | | | | | type | rights | |--------------+---------------+----------------+----------+--------| | Booth | Great Britain | Manufacturer | 100.0% A | 22.8% | | Dispensers | | of vending | Ordinary | | | Limited | | machine | | | | | | components and | | | | | | beer pump | | | | | | coolers | | | |--------------+---------------+----------------+----------+--------| | ELE Advanced | Great Britain | Manufacturer | 74.4% B | 48.3% | | Technologies | | of precision | Ordinary | | | Limited | | engineering | | | | | | components for | | | | | | the industrial | | | | | | gas turbine, | | | | | | aerospace and | | | | | | automotive | | | | | | markets | | | |--------------+---------------+----------------+----------+--------| | House of | Great Britain | Chocolate | 33.2% B | 23.3% | | Dorchester | | manufacturer | Ordinary | | | Limited | | | | | |--------------+---------------+----------------+----------+--------| | Tuscan | Great Britain | In | 42.5% C | None | | Energy Group | | administration | Ordinary | | | Limited* | | | | | |--------------+---------------+----------------+----------+--------| | GW 665 | Great Britain | No trading | 37.0% B | 37.0% | | Limited* | | activity | Ordinary | | +-------------------------------------------------------------------+ * Carried at nil as at 30 June 2009. As permitted by IAS 28 and FRS 9, the investments listed above are held as part of an investment portfolio, and their value to the Company is as part of a portfolio of investments. Therefore these investments are not considered to be associated undertakings. 12. Investments in subsidiary undertakings +-------------------------------------------------------------------+ | | 30 June 2009 | |-------------------------+-----------------------------------------| | | CP1 VCT PLC | CP2 VCT PLC | Total £'000 | | | £'000 | £'000 | | |-------------------------+-------------+-------------+-------------| | Carrying value as at 1 | 6,585 | 8,474 | 15,059 | | July 2008 | | | | |-------------------------+-------------+-------------+-------------| | Movement in subsidiary | 51 | 39 | 90 | | net assets | | | | |-------------------------+-------------+-------------+-------------| | | 6,636 | 8,513 | 15,149 | +-------------------------------------------------------------------+ +-------------------------------------------------------------------+ | | 30 June 2008 | |-------------------------+-----------------------------------------| | | CP1 VCT PLC | CP2 VCT PLC | Total £'000 | | | £'000 | £'000 | | |-------------------------+-------------+-------------+-------------| | Carrying value as at 1 | 6,769 | 11,209 | 17,978 | | July 2007 | | | | |-------------------------+-------------+-------------+-------------| | Movement in subsidiary | (184) | (2,735) | (2,919) | | net assets | | | | |-------------------------+-------------+-------------+-------------| | | 6,585 | 8,474 | 15,059 | +-------------------------------------------------------------------+ The subsidiary companies currently hold cash and intercompany balances. Both CP1 VCT PLC and CP2 VCT PLC are wholly owned by Crown Place VCT PLC as follows: +-------------------------------------------------------------------+ | | 30 June 2009 | |---------------------------------------+---------------------------| | | CP1 VCT PLC | CP2 VCT PLC | |---------------------------------------+-------------+-------------| | Nominal value of shares held | £6,382,746 | £8,219,350 | |---------------------------------------+-------------+-------------| | Percentage of authorised share | 57.8% | 59.8% | | capital in issue | | | |---------------------------------------+-------------+-------------| | Percentage of total voting rights | 100% | 100% | | held | | | +-------------------------------------------------------------------+ 13. Current assets include the following: +-------------------------------------------------------------------+ | | 30 June 2009 | 30 June 2008 | |------------------------------+-----------------+------------------| | | Group | Company | Group | Company | | | £'000 | £'000 | £'000 | £'000 | |------------------------------+-------+---------+-------+----------| | Trade and other | | | | | | receivables/debtors | 55 | 55 | 308 | 302 | |------------------------------+-------+---------+-------+----------| | | | | | | |------------------------------+-------+---------+-------+----------| | Current tax asset | - | - | 53 | 53 | |------------------------------+-------+---------+-------+----------| | | | | | | |------------------------------+-------+---------+-------+----------| | Nationwide Building Society | | | | | | floating rate note 7 July | | | | | | 2009 | 2,718 | 2,718 | 2,686 | 2,686 | +-------------------------------------------------------------------+ The investment in the Nationwide Building Society floating rate note represents money held for investment. The floating rate note can be converted to cash within three working days. This sum is regarded as money held pending investment and is treated as liquid resources in the cash flow statement. This floating rate note matured on 7 July 2009 at its full face value of £2,720,000. 14. Trade and other payables/creditors +-------------------------------------------------------------------+ | | 30 June 2009 | 30 June 2008 | | | | | |-------------------------------+-----------------+-----------------| | | Group | Company | Group | Company | | | £'000 | £'000 | £'000 | £'000 | |-------------------------------+-------+---------+-------+---------| | Amounts falling due within | | | | | | one year: | | | | | |-------------------------------+-------+---------+-------+---------| | Amounts due to subsidiary | | | | | | undertakings | - | 14,968 | - | 12,390 | |-------------------------------+-------+---------+-------+---------| | Other payables | 39 | 39 | 51 | 51 | |-------------------------------+-------+---------+-------+---------| | Accruals | 296 | 260 | 270 | 244 | |-------------------------------+-------+---------+-------+---------| | | 335 | 15,267 | 321 | 12,685 | +-------------------------------------------------------------------+ 15. Called up share capital +-------------------------------------------------------------------+ | | 30 June | 30 June | | | 2009 | 2008 | | | £'000 | £'000 | |-----------------------------------------------+---------+---------| | Authorised | | | |-----------------------------------------------+---------+---------| | 140,000,000 Ordinary shares of 10p each | | | | (2008: 140,000,000) | 14,000 | 14,000 | |-----------------------------------------------+---------+---------| | | | | | Allotted, called up and fully paid | | | |-----------------------------------------------+---------+---------| | 79,657,180 Ordinary shares of 10p each (2008: | | | | 80,664,390) | 7,965 | 8,066 | |-----------------------------------------------+---------+---------| | | | | | Allotted, called up and fully paid excluding | | | | treasury shares | | | |-----------------------------------------------+---------+---------| | 72,396,770 Ordinary shares of 10p each (2008: | | | | 73,403,980) | 7,240 | 7,340 | +-------------------------------------------------------------------+ The Company repurchased for cancellation 1,091,300 (2008: 3,256,044) Ordinary shares during the year at a total cost of £321,000 (2008: £1,265,000) representing 1.4 per cent. of the shares in issue (excluding treasury shares) as at 1 July 2008. The shares purchased for cancellation were funded from the Special reserve. The total number of shares held in treasury as at 30 June 2009 was 7,260,410 (2008: 7,260,410). Under the terms of the Dividend Reinvestment Scheme Circular dated 26 February 2009, the following Ordinary shares of nominal value 10 pence were allotted during the year: +----------------------------------------------------------------------+ | | | | | | | | | | |Issue| | | | | | |price| | | | | |Aggregate| per| | | | | | nominal|share| |Opening market price| | |Number of| value of|pence|Consideration| per share on| |Allotment| shares| shares| per| received| allotment pence per| | date| allotted| £'000|share| £'000| share| |---------+---------+---------+-----+-------------+--------------------| |17 April | 84,090| 8|35.04| 29| 22.50| |2009 | | | | | | +----------------------------------------------------------------------+ 16. Basic and diluted net asset value per Ordinary share The Group and Company net asset value attributable to the Ordinary shares at the year end was as follows: +-------------------------------------------------------------------+ | | 30 June | 30 June | | | 2009 | 2008 | |-----------------------------------------------+---------+---------| | Net asset value per share attributable | | | | (pence) | 34.2 | 41.1 | +-------------------------------------------------------------------+ The net asset value per share at the year end is calculated in accordance with the Articles of Association and is based upon total shares in issue less treasury shares of 72,396,770 shares (2008: 73,403,980) as at 30 June 2009. There are no convertible instruments, derivatives or contingent share agreements in issue. The Company's policy is to sell treasury shares at a price greater than the purchase price hence the net asset value per share on a diluted basis would be equal to or greater than the basic net asset value per share, depending on the actual price achieved for selling the treasury shares. 17. Cash and cash equivalents/cash at bank and in hand +--------------------------------------------------+ | | 30 June 2009 | 30 June 2008 | |--------------+-----------------+-----------------| | | Group | Company | Group | Company | |--------------+-------+---------+-------+---------| | | £'000 | £'000 | £'000 | £'000 | |--------------+-------+---------+-------+---------| | Cash at bank | 6,472 | 6,255 | 9,237 | 6,548 | +--------------------------------------------------+ 18. Reconciliation of revenue return on ordinary activities before taxation to net cash inflow from operating activities +-------------------------------------------------------------------+ | | Year ended | Year ended | | | 30 June | 30 June | | | 2008 | 2008 | | | £'000 | £'000 | |-----------------------------------------+------------+------------| | Revenue return before tax | 682 | 1,240 | |-----------------------------------------+------------+------------| | Capitalised expenses | (354) | (502) | |-----------------------------------------+------------+------------| | Recovery of VAT charged to capital | 277 | - | |-----------------------------------------+------------+------------| | Decrease in accrued amortised loan | | | | stock interest | 352 | 648 | |-----------------------------------------+------------+------------| | Decrease/(increase) in receivables | 139 | (114) | |-----------------------------------------+------------+------------| | Increase/(decrease) in payables | 17 | (241) | |-----------------------------------------+------------+------------| | Net cash inflow from operating | | | | activities | 1,113 | 1,031 | +-------------------------------------------------------------------+ 19. Capital and financial instruments risk management The following policies are with reference to both the Company and the Group except where the 'Company' is used below. The Group's maximum permitted gearing is £23,883,000 (2008: £29,257,000) and as at 30 June 2009, the Group's gearing was nil (2008: nil). The Group's policy on gearing is described in more detail on page 20 of the Directors' Report and Enhanced Business Review in the full Annual Report and Financial Statements. The Group's capital comprises Ordinary shares as described in note 15. The Company is permitted to buy back its own shares for cancellation or treasury purposes, and this is described in more detail on page 21 of the Directors' Report and Enhanced Business Review in the full Annual Report and Financial Statements. The Group's financial instruments comprise equity and loan stock investments in unquoted companies, equity in AIM quoted companies, floating rate notes, cash balances, short term debtors and creditors which arise from its operations. The main purpose of these financial instruments is to generate revenue and capital appreciation for the Group's operations. The Group has no gearing or other financial liabilities apart from short term creditors. The Group does not use any derivatives for the management of its balance sheet. The principal risks arising from the Group's operations are: * Investment (or market) risk (which comprises investment price and cash flow interest rate risk); * credit risk; and * liquidity risk. The Board regularly reviews and agrees policies for managing each of these risks. There have been no changes in the nature of the risks that the Group has faced during the past year, and apart from where noted below, there have been no changes in the objectives, policies or processes for managing risks during the past year. The key risks are summarised as follows: Investment risk As a venture capital trust, it is the Group's specific nature to evaluate and control the investment risk of its portfolio in unquoted and in quoted companies, details of which are shown on page 11 in the full Annual Report and Financial Statements. Investment risk is the exposure of the Group to the revaluation and devaluation of investments. The main driver of investment risk is the operational and financial performance of the investee companies and the dynamics of market quoted comparators. The Manager receives management accounts from investee companies, and members of the investment management team often sit on the boards of unquoted investee companies; this enables the close identification, monitoring and management of investment risk. The Manager and the Board formally review investment risk (which includes market price risk), both at the time of initial investment and at quarterly Board meetings. The Board monitors the prices at which sales of investments are made to ensure that profits to the Group are maximised, and that valuations of investments retained within the portfolio appear sufficiently prudent and realistic compared to prices being achieved in the market for sales of unquoted investments. The maximum investment risk as at the balance sheet date is the value of the non-current and current asset investment portfolio which is £18,596,000 (2008: £20,897,000). Non-current and current asset investments form 75 per cent. of the net asset value as at 30 June 2009 (2008: 69 per cent.). More details regarding the classification of non-current and current asset investments are shown in notes 10 and 13. Investment price risk Investment price risk is the risk that the fair value of future investment cash flows will fluctuate due to factors specific to an investment instrument or to a market in similar instruments. To mitigate the investment price risk for the Group as a whole, the strategy of the Group is to invest in a broad spread of industries with approximately two-thirds of the unquoted investments comprising debt securities, which, owing to the structure of their yield and the fact that they are usually secured, have a lower level of price volatility than equity. Details of the industries in which investments have been made are contained in the Portfolio of Investments section on page 11 of the full Annual Report and Financial Statements and in the Manager's Report. In accordance with the IPEVCV Guidelines, in the absence of a more appropriate methodology, investments held for less than 12 months are valued at cost. Thereafter, the valuation will move to the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the IPEVCV Guidelines. The Directors believe that, within these parameters, there are no reasonable possible alternative methods of valuation of the investments as at 30 June 2009. As required under IFRS 7 and FRS 29, the Board is required to illustrate by way of a sensitivity analysis, the degree of exposure to market risk. The Board considers that the value of the non-current and current asset investment portfolio is sensitive to a 10 per cent. change based on the current economic climate. The impact of a 10 per cent. change has been selected as this is considered reasonable given the current level of volatility observed both on a historical basis and future expectations. The sensitivity of a 10 per cent. increase or decrease in the valuation of the non-current and current asset investments (keeping all other variables constant) would increase or decrease the net asset value and return for the year by £1,860,000 (2008: £2,090,000). Cash flow interest rate risk It is the Group's policy to accept a degree of interest rate risk on its financial assets through the effect of interest rate changes. On the basis of the Group's analysis, it is estimated that a fall of one percentage point in all interest rates would have reduced profits before tax for the year by approximately £85,000 (2008: £137,000). The weighted average interest rate applied to the Group's fixed rate assets during the year was approximately 4.5 per cent. (2008: 7.7 per cent.). The weighted average period to maturity for the fixed rate assets is approximately 2.2 years (2008: 3.2 years). Credit risk Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Group. The Group is exposed to credit risk through its debtors, investment in unquoted loan stock, and through the holding of floating rate notes and cash on deposit with banks. The Manager evaluates credit risk on loan stock, floating rate note instruments and other similar instruments prior to investment, and as part of its ongoing monitoring of investments. In doing this, it takes into account the extent and quality of any security held. Typically loan stock instruments have a first fixed charge or a fixed and floating charge over the assets of the investee company in order to mitigate the gross credit risk. The Manager receives management accounts from investee companies, and members of the investment management team often sit on the boards of unquoted investee companies; this enables the close identification, monitoring and management of investment-specific credit risk. Bank deposits and floating rate notes are held with banks which have a Moody's credit rating of at least 'A'. The Group has an informal policy of limiting counterparty banking and floating rate note exposure to a maximum of 20 per cent. of net asset value for any one counterparty. The Manager and the Board formally review credit risk (including receivables) and other risks, both at the time of initial investment and at quarterly Board meetings. The Group's total gross credit risk at 30 June 2009 was limited to £10,063,000 (2008: £10,904,000) of unquoted loan stock instruments, £6,472,000 (2008: £9,237,000) cash deposits with banks and £2,718,000 (2008: £2,686,000) floating rate notes. As at the balance sheet date, the cash held by the Group is held with the Royal Bank of Scotland plc, Lloyds Banking Group plc and HSBC plc. Credit risk on floating rate note and cash transactions is mitigated by transacting with counterparties that are regulated entities subject to prudential supervision, with high credit ratings assigned by international credit-rating agencies. The Nationwide Building Society floating rate note matured and was repaid in full on 7 July 2009. Liquidity risk Liquid assets are held as cash on current account, cash on deposit or short term money market account and as floating rate notes. Under the terms of its Articles, the Group has the ability to borrow up to the amount of its adjusted capital and reserves of the latest published audited consolidated balance sheet, which amounts to £23,883,000 (2008: £29,451,000) as at 30 June 2009. The Group had no committed borrowing facilities as at 30 June 2009 (2008: nil) and had cash balances of £6,472,000 (2008: £9,237,000) (Company £6,255,000; 2008: £6,548,000) together with £2,718,000 (2008: £2,686,000) invested in floating rate notes, which are considered to be readily realisable within the timescales required to make cash available for investment. The main cash outflows are for new investments, dividends and share buy backs, which are within the control of the Group. The Manager formally reviews the cash requirements of the Group on a monthly basis, and the Board on a quarterly basis, as part of its review of management accounts and forecasts. All of the Group's financial liabilities are short term in nature and total £335,000 (2008: £321,000) for the year to 30 June 2009 (Company: 30 June 2009; £15,267,000; 30 June 2008: £12,685,000). An amount of £14,968,000 (2008: £12,390,000) which is included within the Company creditor relates to intercompany balances and is not considered to carry liquidity risk. In view of this, the Board considers that the Group is subject to low liquidity risk. The carrying value of loan stock investments held at amortised cost at 30 June 2009 is analysed by the expected maturity dates as follows: +--------------------------------------------------------------------+ | | | | | | | | | | | Past| | | | | | | due| | | | | Fully performing|Renegotiated| loan| Impaired| | |Redemption | loan stock| loan stock|stock|loan stock| Total| |date | £'000| £'000|£'000| £'000| £'000| |-----------+-------------------+------------+-----+----------+------| |Less than | | | | | | |one year | 246| -| -| 196| 442| |-----------+-------------------+------------+-----+----------+------| |1-2 years | 1,123| 343| -| 2,274| 3,740| |-----------+-------------------+------------+-----+----------+------| |2-3 years | 1,414| 143| 83| 1,558| 3,198| |-----------+-------------------+------------+-----+----------+------| |3-5 years | 639| 1,000| 210| 825| 2,674| |-----------+-------------------+------------+-----+----------+------| |More than 5| | | | | | |years | -| -| -| 9| 9| |-----------+-------------------+------------+-----+----------+------| | | 3,422| 1,486| 293| 4,862|10,063| +--------------------------------------------------------------------+ The carrying value of loan stock investments held at amortised cost at 30 June 2008 is analysed by the expected maturity dates as follows: +--------------------------------------------------------------------+ | | | | | | | | | | | Past| | | | | | | due| | | | | | | loan| | | | | Fully performing|Renegotiated|stock| Impaired| | |Redemption| loan stock| loan stock| (i)|loan stock| Total| |date | £'000| £'000|£'000| £'000| £'000| |----------+--------------------+------------+-----+----------+------| |Less than | | | | | | |one year | -| 590| -| -| 590| |----------+--------------------+------------+-----+----------+------| |1-2 years | -| 183| -| 106| 289| |----------+--------------------+------------+-----+----------+------| |2-3 years | 1,392| 3,017| -| 145| 4,554| |----------+--------------------+------------+-----+----------+------| |3-5 years | 2,695| 1,513|1,215| 48| 5,471| |----------+--------------------+------------+-----+----------+------| | | 4,087| 5,303|1,215| 299|10,904| +--------------------------------------------------------------------+ (i) Interest (not capital) is overdue. The cost, impairment and carrying value of impaired loan stocks held at amortised cost at 30 June 2009 and 30 June 2008 are as follows: +--------------------------------------------------------------------------+ | | 30 June 2009 | 30 June 2008 | |----------+-------------------------------------+-------------------------| | | | | | | |Carrying| | | Cost|Impairment| | Cost|Impairment| value| | |£'000| £'000|Carrying value £'000|£'000| £'000| £'000| |----------+-----+----------+--------------------+-----+----------+--------| |Impaired |6,947| (2,085)| 4,862|1,753| (1,454)| 299| |loan stock| | | | | | | +--------------------------------------------------------------------------+ Impaired loan stock instruments have a first fixed charge or a fixed and floating charge over the assets of the investee company and the Board estimate that the security value approximates to the carrying value. Loan stock with a carrying value of £293,000 owed loan stock interest of £3,000 as at 30 June 2009 which was four months overdue. The interest owed as at 30 June 2008 was repaid in 2009 and is no longer outstanding. Fair values of financial assets and financial liabilities All the Group's financial assets and liabilities as at 30 June 2009 are stated at fair value as determined by the Directors, with the exception of loans and receivables included within investments, which are carried at amortised cost, in accordance with IAS 39. In the opinion of the Directors, the amortised cost of loan stock is not materially different to the fair value of the loan stock. There are no financial liabilities other than short term trade and other payables. See note 1 of the financial statements for accounting policies. The Group's financial liabilities are all non-interest bearing. It is the Directors' opinion that the book value of the financial liabilities is not materially different to the fair value and all are payable within one year, and that the Group is subject to low financial risk as a result of having nil gearing and positive cash balances. The Group's financial assets and liabilities as at 30 June 2009, all denominated in pounds sterling, consist of the following: +----------------------------------------------------------------------------------------------------+ | | 30 June 2009 | 30 June 2008 | |-------------+------------------------------------------+-------------------------------------------| | | | | | | | | | | | | Fixed| Floating| | | Fixed| Floating| | | | | rate| rate| Non-interest| Total| rate| rate| Non-interest| Total| | | £'000| £'000| £'000| £'000| £'000| £'000| £'000| £'000| |-------------+-------+----------+--------------+--------+--------+----------+--------------+--------| | | | | | | | | | | |Floating rate| | | | | | | | | |notes | -| 2,718| -| 2,718| -| 2,686| -| 2,686| |-------------+-------+----------+--------------+--------+--------+----------+--------------+--------| |Unquoted loan| | | | | | | | | |stock | 9,677| 386| -| 10,063| 10,520| 384| -| 10,904| |-------------+-------+----------+--------------+--------+--------+----------+--------------+--------| |Unquoted | | | | | | | | | |equity | -| -| 4,924| 4,924| -| -| 6,192| 6,192| |-------------+-------+----------+--------------+--------+--------+----------+--------------+--------| |Quoted equity| -| -| 891| 891| -| -| 1,115| 1,115| |-------------+-------+----------+--------------+--------+--------+----------+--------------+--------| |Receivables | -| -| 55| 55| -| -| 361| 361| |-------------+-------+----------+--------------+--------+--------+----------+--------------+--------| |Current | | | | | | | | | |liabilities | -| -| (335)| (335)| -| -| (321)| (321)| |-------------+-------+----------+--------------+--------+--------+----------+--------------+--------| |Cash | -| 6,472| -| 6,472| 5,000| 4,237| -| 9,237| |-------------+-------+----------+--------------+--------+--------+----------+--------------+--------| |Net assets | 9,677| 9,576| 5,535| 24,788| 15,520| 7,307| 7,347| 30,174| +----------------------------------------------------------------------------------------------------+ The Company's financial assets and liabilities as at 30 June 2009, all denominated in pounds sterling, consist of the following: +-------------------------------------------------------------------------------------------------------------+ | | 30 June 2009 | 30 June 2008 | |-------------+-----------------------------------------------+-----------------------------------------------| | | | Floating| | | | Floating| | | | |Fixed rate| rate| Non-interest| Total|Fixed rate| rate| Non-interest| Total| | | £'000| £'000| £'000| £'000| £'000| £'000| £'000| £'000| |-------------+----------+----------+--------------+----------+----------+----------+--------------+----------| | | | | | | | | | | |Floating rate| | | | | | | | | |notes | -| 2,718| -| 2,718| -| 2,686| -| 2,686| |-------------+----------+----------+--------------+----------+----------+----------+--------------+----------| |Unquoted loan| | | | | | | | | |stock | 9,677| 386| -| 10,063| 10,520| 384| -| 10,904| |-------------+----------+----------+--------------+----------+----------+----------+--------------+----------| |Unquoted | | | | | | | | | |equity | -| -| 20,073| 20,073| -| -| 21,251| 21,251| |-------------+----------+----------+--------------+----------+----------+----------+--------------+----------| |Quoted equity| -| -| 891| 891| -| -| 1,115| 1,115| |-------------+----------+----------+--------------+----------+----------+----------+--------------+----------| |Receivables | -| -| 55| 55| -| -| 355| 355| |-------------+----------+----------+--------------+----------+----------+----------+--------------+----------| |Current | | | | | | | | | |liabilities | (14,968)| -| (299)| (15,267)| (12,390)| -| (295)| (12,685)| |-------------+----------+----------+--------------+----------+----------+----------+--------------+----------| |Cash | -| 6,255| -| 6,255| 5,000| 1,548| -| 6,548| |-------------+----------+----------+--------------+----------+----------+----------+--------------+----------| |Net assets | (5,291)| 9,359| 20,720| 24,788| 3,130| 4,618| 22,426| 30,174| +-------------------------------------------------------------------------------------------------------------+ 20. Post balance sheet events Since 30 June 2009 the Company has completed the following significant transactions: * Maturity of £2,720,000 Nationwide Building Society floating rate note on 7 July 2009 * Purchase of £2,350,000 Wells Fargo & Company floating rate note on 14 July 2009 * The Company has cancelled its share premium account by way of special resolution at a General Meeting held on 1 September 2009. The share premium account amounting to £14,437,830 was cancelled on 16 September 2009 by order of the High Court and the Notice regarding the cancellation was registered at Companies House on 17 September 2009. * July 2009: Investment in Geronimo Inns VCT I Limited of £720,000 * July 2009: Investment in Geronimo Inns VCT II Limited of £720,000 * August 2009: Investment in Bravo Inns II Limited of £100,000 * On 22 September 2009, a re-organisation of the funds pub interests occurred, whereby Novello Pub Limited, Welland Inns VCT Limited, Welland Inns (Hotels) Limited, The Charnwood Pub Company (Hotels) Limited and Pelican Inn Limited were acquired by The Charnwood Pub Company Limited which now owns 13 pubs. 21. Contingencies, guarantees and financial commitments There are no contingencies, guarantees or financial commitments of the Group or Company as at 30 June 2009 (2008: nil). Under the terms of the Transfer Agreement dated 16 January 2006, Crown Place VCT PLC has indemnified its subsidiaries, CP1 VCT PLC and CP2 VCT PLC in respect of all costs, claims and liabilities in exchange for the transfer of assets. 22. Related party transactions The Manager, Albion Ventures LLP, could be considered to be a related party by virtue of the fact that it is party to a Management Agreement from the Company (details disclosed on page 23 of the Annual Report and Financial Statements). During the year, services of a total value of £522,000 (2008: £728,000) were purchased by the Company from Albion Ventures LLP; this includes £472,000 investment management fee and £50,000 administration fee. At the financial year end, the amount due to Albion Ventures LLP disclosed as accruals and deferred income was £208,000 (2008: £169,000). Albion Ventures LLP has reclaimed VAT from HMRC as described in note 5. A sum of £369,000 has been recognised in the Income Statement for the year reflecting a gross receipt of £457,000, less a creditor for £88,000 in respect of related historic management and performance fees to be paid to Albion Ventures LLP. Buy-backs of shares during the year were transacted through Winterflood Securities Limited, a subsidiary of Close Brothers Group plc, which up to 23 January 2009 was the parent company of Albion Ventures LLP (formerly Close Ventures Limited). A total of 1,091,300 shares were purchased for cancellation (2008: 3,256,044) at an average price of 29.4 pence per share. There are no other related party transactions or balances requiring disclosure. 23. Principal risks and uncertainties In addition to the current economic risks outlined in the Chairman's Statement, the Board considers that the Company faces the following major risks and uncertainties: 1. Investment risk This is the risk of investment in poor quality assets which reduce 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. To reduce this risk, the Board places reliance upon the skills and expertise of the Manager and their strong track record for investing in this segment of the market. The Company's policy is to lower investment risk by investing part of the portfolio in asset-based businesses and taking a first charge over the relevant assets. In addition, the Manager operates a formal and structured investment process, which includes an Investment Committee, comprising investment professionals from the Manager and external investment professionals. The Manager also invites comments from all non-executive Directors 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. 2. 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, who has a team with significant experience in venture capital trust management, and is 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 advisors. 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. 3. 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 the auditors, lawyers and other professional bodies. 4. 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 and Risk Committee has met with the Manager's new internal auditors, Littlejohn LLP, since the year end, and will meet with them at least once a year in future, receiving a report regarding the last formal internal audit performed on the Manager, and providing the opportunity for the Audit and Risk Committee to ask specific and detailed questions. In the past year the Board has met with the Head of Internal Audit of Close Brothers Group plc on a similar basis. 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 31 to 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. 5. 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 23 to 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. 6. 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 19 to the Annual Report and 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. Key financial risks are noted in note 19 above. 24. Other information The information set out in this anouncement 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 derived from the statutory accounts for the financial year, which have been or in the case of the accounts for the year ended 30 June 2009, which will be, delivered to the Registrar of Companies. The auditors reported on those accounts; their reports were unqualified and did not contain a statement under s498 (2) or (3) of the Companies Act 2006. The Companies Annual General Meeting will be held at The Worshipful Company of Coopers' Hall, 13 Devonshire Square, London EC2M 4TH on 11 November 2009 at 12 noon. 25. Publication The full audited Annual Report and Financial Statements 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. 29 September 2009 For further information, please contact: Patrick Reeve of Albion Ventures LLP Tel: 020 7601 1850 ---END OF MESSAGE--- http://hugin.info/141806/R/1344602/322463.pdf http://hugin.info/141806/R/1344602/322465.pdf This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.

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