Annual Financial Report

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 2012.
This announcement was approved for release by the Board of Directors on 4 October 2012.

This announcement has not been audited.

You will shortly be able to view the Annual Report and Financial Statements for the year to 30 June 2012 (which have been audited) at: www.albion-ventures.co.uk by clicking on 'Our Funds' and then 'Crown Place VCT PLC'. The Annual Report and Financial Statements for the year to 30 June 2012 will be available as a PDF document via a link under the 'Investor Centre' in the 'Financial Reports and Circulars' section. The information contained in the Annual Report and Financial Statements will include information as required by the Disclosure and Transparency Rules, including Rule 4.1.

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 more mature or asset-based investments that can provide a strong income stream combined with a degree of capital protection. These will be balanced by a lesser proportion of the portfolio being invested in higher risk companies with greater growth prospects.

*The 'Company' is Crown Place VCT PLC. The 'Group' is the Company together with its subsidiaries CP1 VCT PLC and CP2 VCT PLC.

Financial calendar
Annual General Meeting 13 November 2012
Record date for first dividend 2 November 2012
Payment of first dividend 30 November 2012
Announcement of half-yearly results for the six months ended 31 December 2012 February 2013
Payment of second dividend (subject to Board approval) March 2013

Financial highlights

1.41p Total return to shareholders for the year ended 30 June 2012
2.50p Total tax free dividends per share paid during the year ended 30 June 2012
8.8% Tax free yield on share price (dividend per annum/share price as at 30 June 2012)
32.60p Net asset value per share as at 30 June 2012
2.0% Net asset value total return for the year (with dividends reinvested)
1.4% Share price total return for the year (with dividends reinvested)

30 June 2012 30 June 2011
pence per share pence per share
Net asset value per share 32.60 33.65
Dividends paid 2.50 2.50
Revenue return per share 0.80 1.11
Capital return per share 0.61 1.04

Shareholder returns and shareholder value

Proforma (i)
Murray VCT PLC
Proforma (i)
Murray VCT 2  PLC
Crown Place VCT PLC*
pence per sharepence per sharepence per share
Shareholder return from launch to April 2005 (date that Albion Ventures was appointed investment manager):
Total dividends paid to 6 April 2005 (ii) 30.36 30.91 24.93
Decrease in net asset value (69.90) (64.50) (56.60)
Total shareholder return to 6 April 2005 (39.54) (33.59) (31.67)
Shareholder return from April 2005 to 30 June 2012:
Total dividends paid 12.25 14.44 16.80
Decrease in net asset value (6.90) (7.76) (10.80)
Total shareholder return from April 2005 to 30 June 2012 5.35 6.68 6.00
Shareholder return since launch:
Total dividends paid to 30 June 2012 (ii) 42.61 45.35 41.73
Net asset value as at 30 June 2012 23.20 27.74 32.60
Total shareholder return as at 30 June 2012 65.81 73.09 74.33
 
Current annual dividend objective 1.78 2.13 2.50
Dividend yield on net asset value 7.7% 7.7% 7.7%

 

Net asset value total return to shareholders since launch:

 30 June 2012
(pence per share)
Total dividends paid during the period from launch to 6 April 2005 (prior to change of manager) 24.93
Total dividends paid during the year ended 28 February 2006 1.00
Total dividends paid during the period ended 30 June 2007 3.30
Total dividends paid during the year ended 30 June 2008 2.50
Total dividends paid during the year ended 30 June 2009 2.50
Total dividends paid during the year ended 30 June 2010 2.50
Total dividends paid during the year ended 30 June 2011 2.50
Total dividends paid during the year ended 30 June 2012 2.50
Total dividends paid to 30 June 201241.73
Net asset value as at 30 June 201232.60
Total net asset value return as at 30 June 201274.33

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 2012 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 2013, of 1.25 pence per Crown Place VCT PLC share payable on 30 November 2012 to shareholders on the register as at 2 November 2012.

Chairman's statement

Introduction
I have pleasure in presenting the results for the year ended 30 June 2012. The Group achieved a positive total return of 1.40 pence per share, building on the positive returns achieved in the previous two years. The Company maintained its regular dividend of 2.50 pence per share, which represents a tax free yield of 8.8 per cent. based on the share price as at 30 June 2012.

Results and dividends
As at 30 June 2012, the net asset value was £26.0 million or 32.60 pence per share compared to £25.7 million or 33.65 pence per share at 30 June 2011. The revenue return before taxation was £616,000 compared to £812,000 in the previous year which had benefited from a one-off dividend payment of £286,000 from one portfolio company. Therefore, the underlying income generated by the investment portfolio was stable. The results include a £357,000 one-off repayment in respect of historic VAT received from the previous manager, Murray Johnstone Limited. This is described in more detail in note 5. During the year to 30 June 2012, the Company maintained its dividend of 2.50 pence per share for the fifth consecutive year. The first dividend for the current financial year of 1.25 pence per share will be paid on 30 November 2012 to shareholders on the register as at 2 November 2012.

Investment performance and progress
The economic conditions during the year remained difficult and business confidence declined. This impacted on the mergers and acquisitions market and restricted the Company's ability to realise investments at attractive values. The Company generated total disposal proceeds of £592,000 mostly from the repayment of loan stock by portfolio companies. Further detail on the realisations is given on page 13 of the Annual Report and Financial Statements. During the year, your Company invested a total of £3.3 million in three new portfolio companies and eighteen existing portfolio companies.  The new investments include £371,000 in Alto Prodotto Wind Limited, a wind power generation company; £360,000 in Hilson Moran Holdings Limited (of which £41,000 loan stock was repaid in the year), a multi-disciplinary engineering consultancy; and £65,000 in Greenenerco Limited, another wind power generation company.  Many of the follow-on investments were made to support the continued expansion of the renewable energy portfolio companies, where the Manager continues to see attractive investment opportunities.

Overall, the value of the unquoted investment portfolio held by the Company at the year end increased by £595,000 during the year, while that of the AIM portfolio decreased by £66,000.  Good progress was made by Lowcosttravelgroup Limited, Radnor House School (Holdings) Limited, Oakland Care Centre Limited and CS (Brixton) Limited.  Together the value of these four investments increased by £1.5 million.  Against this, difficult trading conditions continued to impact two of the hotels in the portfolio - The Stanwell Hotel and the Crown Hotel Harrogate. Prime Care (Holdings) Limited continues to be affected by public sector spending cuts while Helveta, Dysis and AMS Sciences were affected by delays in securing commercial contracts. Valuation movements within the investment portfolio are discussed further in the Manager's report.

Risks and uncertainties
The lack of growth in the UK economy, the continuing debt crisis in the Eurozone and the growing imbalances elsewhere in the world are likely to continue to impact on business and investment sentiment. Against this background, we remain cautious in our outlook. Nevertheless, we believe that many of the sectors in which our portfolio companies operate are resilient, and that the new portfolio companies which we support are positioned to grow despite these broader uncertainties. In addition, it remains our general policy that portfolio companies should have no external bank borrowings, thereby reducing the financial risks within portfolio companies.

Other risks and uncertainties are detailed in note 19. Details of post balance sheet events and related party transactions are set out in notes 20 and 22.

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 Company's interest, including the maintenance of sufficient resources for investment in existing and new portfolio companies and the continued payment of dividends for shareholders. It is the Board's intention for such buy-backs to be in the region of a 10 to 15 per cent. discount to net asset value, so far as market conditions and liquidity permit. During the year the Company cancelled 71,000 shares from treasury and purchased a further 1,646,500 shares for treasury at a total cost of £468,000.

Change of registrar
As part of our commitment to improve communications with shareholders, our share registrar has changed to Computershare Investor Services PLC. Shareholders can access holdings and valuation information regarding any of their shares held by Computershare by registering on Computershare's website. The Computershare Investor Centre can be found at www.investorcentre.co.uk. At our request, the registrar has introduced annual shareholder statements to give shareholders better visibility on the performance of their investments.

Albion VCTs Linked Top Up Offers
During the year, the Company raised a total of £1.49 million as part of the £10.5 million Albion VCTs Linked Top Up Offers by seven of the VCTs managed by Albion Ventures. The proceeds of the Offers have been used to provide further resources to the Albion VCTs at a time when a number of attractive new investment opportunities are being seen. Further top-up offers are planned for later this year and details are expected to be sent to shareholders in October.

Dividend reinvestment scheme
During the year the Company raised £91,000 under the terms of the dividend reinvestment scheme. Through the scheme shareholders may elect to reinvest the whole of the dividend received by subscribing for new shares in the Company. Under current tax rules, individual shareholders reinvesting their dividends will be eligible for the income and capital gains tax advantages available to investors subscribing to new shares in venture capital trusts and will be able to increase their shareholding in the Company simply and without incurring dealing costs or stamp duty. Full details of the scheme and the application form are available on the Manager's website www.albion-ventures.co.uk and through the Computershare link as above.

Board changes
As part of the planned programme to refresh the Board, as previously advised to shareholders, Vikram Lall retired as a Director of the Company on 15 May 2012. The Board wishes to thank Vikram for his significant input and valuable contribution to the Board and to the Company and its predecessor companies over many years.

Following a formal and extensive selection process which included the use of a recruitment search firm, Richard Huntingford was appointed to the Board on the same date. Richard Huntingford's biography is shown on page 9 of the Board of Directors section in the Annual Report and Financial Statements. Richard's broad commercial experience will bring a valuable added perspective to the Board.

Outlook and prospects
As already mentioned, the outlook for the UK and the global economies remains uncertain. Nevertheless, a number of our companies operate in sectors that should prove to be more resilient over the medium term in the event of continued economic upheaval.  These include the healthcare and environmental sectors, which are an increasing area for investment by your VCT. In addition, the great majority of investments are structured to be cash generative and to provide further support for your Company's dividend policy.

Patrick Crosthwaite
Chairman                                                                                                         
4 October 2012

Manager's report

Investment portfolio
An analysis by sector of Crown Place VCT's investment portfolio as at 30 June 2012 is shown below.  The portfolio remains well diversified and as at the year end comprised 51 investments. There were 26 unquoted asset-backed investments accounting for 59 per cent. of the investment value of the Company, 22 unquoted growth investments accounting for 31 per cent. of the investment value of the Company and three AIM quoted investments, accounting for 3 per cent. of the investment value of the Company, with the balance held as cash and liquid assets. During the year the Company continued to increase its exposure to the less cyclical sectors of healthcare, education and environmental, which now account for approximately a third of the portfolio value. The value of investments in the hotel and pubs sectors, which are heavily dependent on consumer spending, reduced from 23 per cent. to 21 per cent. of the portfolio value. The software sector increased from 6 per cent. to 8 per cent. of portfolio value as the Company continued to provide support for some of the earlier stage software companies in the portfolio.

Split of investment portfolio by sector
Please see the end of this announcement for the PDF of the sector split of the portfolio by valuation as at 30 June 2012.

New investments
The Company  invested a total of £796,000 in three new portfolio companies during the year. Approximately half of this was invested in two wind power generation companies, while the third investment was to back the management buy-out of Hilson Moran, a well established and profitable multi-disciplinary engineering consultancy business. Further funding of £777,000 was provided to the existing renewable energy companies in the portfolio to allow them to develop new projects. The final tranche of £570,000 was invested in Oakland Care Centre Limited, our care home in North East London, and £236,000 as planned for Nelson House Hospital Limited. Both of these facilities have now opened and are operating well. In addition, some £897,000 was invested in nine existing portfolio companies to support growth.

Portfolio review
The second largest investment by value, Radnor House School, is performing ahead of plan and is now profitable before interest. Oakland Care Centre, which opened in November 2011, is also performing well and is cash generative. The cinema investments are trading ahead of budget and this has been reflected in their increased third party professional valuations. Bravo Inns and Charnwood Pub Company are showing good progress, which allowed Charnwood Pub Company to repay some of the outstanding loan stock during the year. The renewable energy investments are performing in line with their investment plans and are expected to be strongly cash generative when mature. In the growth portfolio, Lowcosttravelgroup continues to grow, while Process Systems Enterprise, Opta Sports Data and Mirada demonstrate good growth prospects. Against this, progress continues to be slow at the Stanwell Hotel which resulted in a further reduction in its third party professional valuation, while The Crown Hotel Harrogate has seen pressure on margins and thus lower profitability despite improved occupancy rates. Weaker than expected performance also continues to impact the valuation of Helveta, AMS Sciences, Mi-Pay and Prime Care and we are working closely with the management teams of these companies to improve their results.

The pipeline for new investments remains strong, with continued focus on cash generative investments. The Manager intends to increase the environmental and healthcare segments as a proportion of the total portfolio. Much of the former will be in renewable energy projects, which provide long-term inflation-protected income streams, while the latter area will concentrate on medical technology for new devices and processes in fast growing international markets.

Albion Ventures LLP                                                                                                          
Manager
4 October 2012

Responsibility Statement
In preparing these financial statements for the year to 30 June 2012, the Directors of the Company, being Patrick Crosthwaite, Rachel Beagles, Karen Brade and Richard Huntingford, 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 2012 for the Group has been prepared in accordance with International Financial Reporting Standards, and for the Company has been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (UK Accounting Standards and applicable law) and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Group and the Company for the year ended 30 June 2012 as required by DTR 4.1.12.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 2012 and description of principal risks and uncertainties that the Group and 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 and the Company's financial statements" is contained within the full audited Annual Report and Financial Statements.

By order of the Board

Patrick Crosthwaite
Chairman                  
4 October 2012

Consolidated statement of comprehensive income

Year ended
30 June 2012
Year ended
30 June 2011
RevenueCapitalTotal Revenue Capital Total
Note£'000£'000£'000 £'000 £'000 £'000
Gains on investments 2 -538538 - 1,089 1,089
Investment income and deposit interest 3 895-895 1,157 - 1,157
Investment management fees 4 (110)(332)(442) (109) (327) (436)
Recovery of VAT 5 96261357 - - -
Other expenses 6 (265)-(265) (236) - (236)
Profit before taxation6164671,083 812 762 1,574
Taxation 7 --- - - -
Profit and total comprehensive income for the year6164671,083 812 762 1,574
Basic and diluted return per Ordinary share (pence)* 9 0.800.611.41 1.11 1.04 2.15
         

*  excluding treasury shares

The accompanying notes form an integral part of these Financial Statements.

The total column of this statement represents the Group's statement of comprehensive income, 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.

All revenue and capital items in the above statement derive from continuing operations and are wholly attributable to the owners of the parent Company.


Consolidated balance sheet  

30 June 2012 30 June 2011
Note£'000 £'000
Non-current assets
Investments 10 24,333 21,172
Non-current assets
Trade and other receivables greater than one year 13 - 80
Current assets
Trade and other receivables less than one year 13 74 102
Current asset investments 13 92 -
Cash and cash equivalents 17 1,741 4,550
1,907 4,652
Total assets26,240 25,904
Current liabilities
Trade and other payables 14 (290) (243)
Net assets25,950 25,661
Equity attributable to equityholders
Ordinary share capital 15 8,844 8,350
Share premium 2,335 1,259
Capital redemption reserve 1,065 1,058
Unrealised capital reserve (3,755) (4,712)
Realised capital reserve 1,970 2,460
Other distributable reserves 15,491 17,246
Total equity shareholders' funds25,950 25,661
Basic and diluted net asset value per share (pence)* 16 32.60 33.65

*  excluding treasury shares

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 4 October 2012 and were signed on its behalf by

Patrick Crosthwaite
Chairman

Company number: 03495287

Company balance sheet  

30 June 2012 30 June 2011
Note£'000 £'000
Fixed assets
Fixed asset investments 10 24,333 21,172
Investment in subsidiary undertakings 12 15,560 16,444
39,893 37,616
Non-current assets
Trade and other debtors greater than one year 13 - 80
Current assets
Trade and other debtors less than one year 13 74 102
Current asset investments 13 92 -
Cash and cash equivalents 17 1,684 4,257
1,850 4,359
Total assets41,743 42,055
Creditors: amounts falling due within one year 14 (15,793) (16,394)
Net assets25,950 25,661
Capital and reserves
Ordinary share capital 15 8,844 8,350
Share premium 2,335 1,259
Capital redemption reserve 1,065 1,058
Unrealised capital reserve (3,252) (3,325)
Realised capital reserve 1,761 2,407
Other distributable reserves 15,197 15,912
Shareholders' funds25,950 25,661
Basic and diluted net asset value per share (pence)* 16 32.60 33.65

*  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 4 October 2012 and were signed on its behalf by

Patrick Crosthwaite
Chairman

Company number: 03495287

Consolidated statement of changes in equity

Ordinary share
capital
Share premiumCapital redemption reserveUnrealised capital reserve*Realised capital reserve*Other distributable reserves*Total
£'000£'000£'000£'000£'000£'000£'000
As at 1 July 20118,3501,2591,058(4,712)2,46017,24625,661
Profit and total comprehensive income ---615(148)6161,083
Transfer of previously unrealised capital losses on sale of investments ---342(342)--
Dividends paid -----(1,903)(1,903)
Cancellation of treasury shares (7)-7----
Purchase of own shares for treasury (including costs) -----(468)(468)
Issue of equity (net of costs) 5011,076----1,577
As at 30 June 20128,8442,3351,065(3,755)1,97015,49125,950

Ordinary share
capital
Share premium Capital redemption reserve Unrealised capital reserve* Realised capital reserve* Other distributable reserves* Total
£'000£'000£'000£'000£'000£'000£'000
As at 1 July 2010 7,918 32 972 (5,966) (23,165) 44,622 24,413
Profit and total comprehensive income - - - 218 544 812 1,574
Transfer of previously unrealised capital losses on sale of investments - - - 1,036 (1,036) - -
Dividends paid - - - - - (1,819) (1,819)
Purchase of own shares for cancellation (including costs) (86) - 86 - - (252) (252)
Issue of equity (net of costs) 518 1,227 - - - - 1,745
Transfer from special reserve to realised capital reserve - - - - 26,117 (26,117) -
As at 30 June 2011 8,350 1,259 1,058 (4,712) 2,460 17,246 25,661

* Included within these reserves is an amount of £13,706,000 (2011: £14,994,000) which is considered distributable.

The special reserve, treasury shares reserve and the revenue reserve have been combined in the Consolidated balance sheet to form a single reserve named other distributable reserves for both the current and prior year. The Directors consider the presentation of a single reserve to enhance the clarity of financial reporting. More details regarding treasury shares can be found in note 15.

Company reconciliation of movements in shareholders' funds

Ordinary share
capital
Share premiumCapital redemption reserveUnrealised capital reserve*Realised capital reserve*Other distributable reserves*Total
£'000£'000£'000£'000£'000£'000£'000
As at 1 July 20118,3501,2591,058(3,325)2,40715,91225,661
Return for the year ---615(304)1,6561,967
Revaluation of investment in subsidiaries ---(884)--(884)
Transfer of previously unrealised losses on sale of investments ---342(342)--
Dividends paid in year -----(1,903)(1,903)
Cancellation of treasury shares (7)-7----
Purchase of own shares for treasury (including costs) -----(468)(468)
Issue of equity (net of costs) 5011,076----1,577
As at 30 June 20128,8442,3351,065(3,252)1,76115,19725,950

Ordinary share
capital
Share premium Capital redemption reserve Unrealised capital reserve* Realised capital reserve* Other distributable reserves* Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 1 July 2010 7,918 32 972 (6,011) (23,218) 44,720 24,413
Return for the year - - - 220 544 (620) 144
Revaluation of investment in subsidiaries --- 1,430 -- 1,430
Transfer of previously unrealised losses on sale of investments - - - 1,036 (1,036) - -
Dividends paid in year - - - - - (1,819) (1,819)
Purchase of own shares for cancellation (including costs) (86) - 86 - - (252) (252)
Issue of equity (net of costs) 518 1,227 - - - - 1,745
Transfer from special reserve to realised capital reserve - - - - 26,117 (26,117) -
As at 30 June 2011 8,350 1,259 1,058 (3,325) 2,407 15,912 25,661

* Included within these reserves is an amount of £13,706,000 (2011: £14,994,000) which is considered distributable.

The special reserve, treasury shares reserve and the revenue reserve have been combined in the Company balance sheet to form a single reserve named other distributable reserves for both the current and prior year. The Directors consider the presentation of a single reserve to enhance the clarity of financial reporting. More details regarding treasury shares can be found in note 15.

Consolidated cashflow statement

Note Year ended
30 June
2012
£'000
Year ended
 30 June
2011
£'000
Operating activities
Investment income received 832 945
Deposit interest received 34 56
Dividend income received - 287
Recovery of VAT 357 -
Investment management fees paid (439) (431)
Other cash payments (278) (256)
Cash generated from operations 506 601
Tax recovered - -
Net cash flows from operating activities 18 506 601
Cash flows from investing activities
Purchase of non-current asset investments (3,258) (4,126)
Disposal of non-current asset investments 699 2,898
Net cash flows from investing activities(2,559) (1,228)
Cash flows from financing activities
Issue of share capital (net of issue costs) 1,485 1,671
Equity dividends paid (net of costs of dividend reinvestment scheme and unclaimed dividends returned) (1,812) (1,743)
Purchase of own shares for treasury (429) -
Purchase of Ordinary shares for cancellation - (264)
Net cash flows used in financing activities(756) (336)
Decrease in cash and cash equivalents(2,809) (963)
Cash and cash equivalents at the start of the year4,550 5,513
Cash and cash equivalents at the end of the year 17 1,741 4,550

Notes to the Financial Statements

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 UK GAAP relate to the Company Financial Statements.

Basis of accounting
The Financial Statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') adopted for use in the European Union (and therefore comply with Article 4 of the EU IAS regulation), in the case of the Group, and in accordance with UK GAAP 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 and Venture Capital Trusts" ('SORP') issued by the Association of Investment Companies ("AIC") in January 2009, in so far as this does not conflict with IFRS. The Financial Statements have been prepared in accordance with those parts of the Companies Act 2006 applicable to companies reporting under IFRS and UK GAAP. These Financial Statements are presented in Sterling to the nearest thousand. Accounting policies have been applied consistently in current and prior periods.

At the balance sheet date, the following International Accounting Standards and interpretations were in issue but not yet effective:

  • IFRS 7 Financial instruments: Disclosure (effective for annual periods beginning on or after 1 January 2013)
  • IAS 12 Income Taxes (effective for annual periods beginning on or after 1 January 2013)
  • IFRS 9 Financial instruments: Recognition and measurement (effective for annual periods beginning on or after 1 January 2015)
  • IFRS 10 Consolidated Financial Statements (effective for annual periods beginning on or after 1 January 2013)
  • IFRS 11 Joint Arrangements (effective for annual periods beginning on or after 1 January 2013)
  • IFRS 12 Disclosure of Interest in Other Entities (effective for annual periods beginning on or after 1 January 2013)
  • IFRS 13 Fair Value Measurement (effective for annual periods beginning on or after 1 January 2013)
  • IAS 27, 28 Separate Financial Statements, Investments in associates (effective for annual periods beginning on or after 1 January 2013)
  • IAS 19 Employee benefits (effective for annual periods beginning on or after 1 January 2013)
  • IAS 1 Presentation of financial statements (effective for annual periods beginning on or after 1 July 2012)
  • IAS 32 Presentation (effective for annual periods beginning on or after 1 January 2014)
  • IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine (effective for annual periods beginning on or after 1 January 2013)

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 may 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 2012 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 profit before tax for the year dealt with in the accounts of the Group is £1,967,000 (2011: £144,000). 

Segmental reporting
The Directors are of the opinion that the Group and the Company are engaged in a single operating segment of business, being investment in equity and debt. The Group and the Company report to the Board which acts as the chief operating decision maker. 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's 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. Those 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 held at fair value through profit or loss or measured in assessing any impairment of loan stocks 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.

Investment in subsidiaries
Investments in subsidiaries are revalued at the balance sheet date based on the underlying net assets of the subsidiary undertakings. Revaluation movements are recognised in the unrealised reserve.

Non-current asset investments
Quoted and unquoted equity investments, debt issued at a discount, and convertible bonds
In accordance with IAS 39 'Financial Instruments: Recognition and Measurement', and FRS 26 'Financial Instruments: Recognition and Measurement', quoted and unquoted equity, debt issued at a discount and convertible bonds 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 investments and gains and losses arising on the disposal of investments are reflected in the capital column of the Statement of comprehensive income 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 and unquoted equity derived instruments
Warrants and unquoted equity derived instruments are only valued if there is additional value to the Company in exercising or converting as at the balance sheet date. Otherwise these instruments are held at nil value. The valuation techniques used are those used for the underlying equity investment.

Unquoted loan stock
Unquoted loan stock (excluding debt issued at a discount and convertible bonds) is classified as loans and receivables as permitted by IAS 39 and FRS 26 and measured at amortised cost using the effective interest rate method less impairment. Movements in the amortised cost relating to interest income are reflected in the revenue column of the Statement of comprehensive income, and hence are reflected in the revenue reserve, and movements in respect of capital provisions are reflected in the capital column of the Statement of comprehensive income and are reflected in the realised capital reserve following sale, or in the unrealised capital reserve for impairments arising from revaluations of the fair value of the security.

For all unquoted loan stock, fully performing, renegotiated, past due or impaired, the Board considers that the fair value is equal to or greater than the security value of these assets. For unquoted loan stock, the amount of the impairment is the difference between the asset's cost and the present value of estimated future cash flows, discounted at the original effective interest rate. The future cash flows are estimated based on the fair value of the security held less estimated selling costs.

Investments are recognised as financial assets on legal completion of the investment contract and are de-recognised on legal completion of the sale of an investment.

Dividend income is not recognised as part of the fair value movement of an investment, but is recognised separately as investment income through the revenue reserve when a share becomes ex-dividend.

Loan stock accrued interest is recognised in the Balance sheet as part of the carrying value of the loans and receivables at the end of each reporting period.

In accordance with the exemptions under 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 as part of an investment portfolio are not accounted for using the equity method.

Current asset investments
Contractual future contingent receipts on the disposal of fixed asset investments are designated at fair value through profit and loss and are subsequently measured at fair value.

Investment income
Quoted and unquoted equity income
Dividend income is included in revenue when the investment is quoted 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.

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 Statement of comprehensive income, except for management fees and performance incentive fees which are allocated in part to the capital column of the Statement of comprehensive income, to the extent that these relate to the maintenance or 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.

Issue costs
Issue costs associated with the allotment of share capital have been deducted from the share premium account.

Taxation
Taxation is applied on a current basis in accordance with IAS 12 "Income taxes" and FRS 16 "Current tax". Taxation associated with capital expenses is applied in accordance with the SORP. Deferred taxation is provided in full on temporary differences and timing differences, that result in an obligation at the balance sheet date to pay more tax or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the Financial Statements. Temporary differences arise from differences between the carrying amounts of assets and liabilities for financial reporting 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. Deferred tax assets and liabilities are not discounted.

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.

Reserves
Share premium reserve
This reserve accounts for the difference between the price paid for the Company's shares and the nominal value of  those shares, less issue costs and transfers to the special reserve.

Capital redemption reserve  
This reserve accounts for amounts by which the issued share capital is diminished through the repurchase and cancellation of the Company's own shares.

Unrealised capital reserve
Increases and decreases in the valuation of investments held at the year end, against cost are included in this reserve.

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.

Treasury shares 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.

Realised capital reserve
The following are disclosed in this reserve:

  • gains and losses compared to cost on the realisation of investments;
  • expenses, together with the related taxation effect, charged in accordance with the above policies; and
  • dividends paid to equity holders.

2. Gains on investments

Year ended
30 June 2012

£'000
Year ended
30 June 2011
£'000
 
Unrealised gains/(losses) on investments held at fair value through profit or loss 948 (10)
Unrealised (increases)/reversals of impairments on investments held at amortised cost (333) 228
Unrealised gains on investments 615 218
Realised (losses)/gains on investments held at fair value through profit or loss (174) 587
Realised gains on investments held at amortised cost 123 284
(51) 871
Realised (losses) on current asset investments held at fair value through profit or loss (26) -
Realised (losses)/gains on investments(77) 871
538 1,089

Investments measured at amortised cost are unquoted loan stock investments as described in note 10.

3. Investment income and deposit interest

Year ended
30 June 2012
Year ended
30 June 2011
£'000 £'000
Income recognised on investments held at fair value through profit or loss
UK dividend income - 287
Interest on convertible bonds and debt issued at a discount 60 18
60 305
Income recognised on investments held at amortised cost
Return on loan stock investments 804 795
Bank deposit interest 31 57
835 852
895 1,157

Interest income earned on impaired investments at 30 June 2012 amounted to £185,000 (2011: £47,000). These investments are all held at amortised cost.

4. Investment management fees

Year ended 30 June 2012 Year ended 30 June 2011
RevenueCapitalTotal Revenue Capital Total
£'000£'000£'000 £'000 £'000 £'000
Investment management fee 110332442 109 327 436

Further details of the management agreement under which the investment management fee is paid are given in the Directors' report on page 21 of the Annual Report and Financial Statements.

5.   Recovery of VAT
The Company has received a repayment in respect of historic VAT from the previous manager, Murray Johnstone Limited. A sum of £357,000 (2011: nil) has been recognised as a separate item in the Consolidated statement of comprehensive income, allocated between revenue and capital in the same proportion as the original VAT was charged.

6. Profit before taxation is stated after charging:

Year ended
30 June 2012
Year ended
30 June 2011
£'000 £'000
Directors' remuneration 76 75
National insurance on Directors' remuneration 6 7
Auditor's remuneration:
- audit of Financial Statements (excluding VAT)
24 23
- the auditing of accounts of associates of the Company pursuant to legislation (excluding VAT) 5 5
Other expenses 154 126
265 236

Further information regarding Directors' remuneration can be found in the audited section of the Directors' remuneration report on page 28 of the Annual Report and Financial Statements.

7. Taxation

Year ended 30 June 2012 Year ended 30 June 2011
Revenue
£'000
Capital
£'000
Total
£'000
Revenue
£'000
Capital
£'000
Total
£'000
UK corporation tax (charge)/credit --- - - -

The tax charge for the year shown in the Statement of comprehensive income is lower than the standard rate of corporation tax of 26 per cent. to 31 March 2012 and 24 per cent. from 1 April 2012. (average rate of 25.5 per cent.; 2011: average rate of 27.5 per cent.). The differences are explained below:

Year ended
30 June 2012
Year ended
30 June 2011
£'000 £'000
Profit on ordinary activities before taxation 1,083 1,574
Profit on ordinary activities multiplied by the standard rate of corporation
tax (26 per cent. to 31 March 2012: 24 per cent. from 1 April 2012.)
(276) (428)
Effect of capital gains not subject to taxation 137 300
Effect of income not subject to taxation - 79
Utilisation of tax losses 139 49
- -

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 £2,434,000 (2011: £2,216,000) in respect of unutilised management expenses and non-trading deficits 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 £1,712,000 (2011: £2,415,000) 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 2012
Year ended
 30 June 2011
£'000 £'000
First dividend paid on 30 November 2011 (1.25 pence per share) 953 899
Second dividend paid on 31 March 2012 (1.25 pence per share) 957 920
Unclaimed dividends (7) -
1,903 1,819

In addition to the dividends paid above, the Board has declared a first dividend for the year ending 30 June 2013, of 1.25 pence per Crown Place VCT PLC share. This will be paid on 30 November 2012 to shareholders on the register as at 2 November 2012. The total dividend will be approximately £995,000.

During the year, unclaimed dividends older than twelve years amounting to £7,000 (2011: nil) were returned to the Company in accordance with the terms of the Articles of Association.

9. Basic and diluted return per share

Year ended 30 June 2012  Year ended 30 June 2011
RevenueCapitalTotal Revenue Capital Total
Return attributable to equity shares (£'000) 6164671,083 812 762 1,574
Weighted average shares (excluding treasury shares) 77,081,979 73,413,178
Return attributable per Ordinary share (pence) (basic and diluted) 0.800.611.41 1.11 1.04 2.15

The return per share has been calculated excluding treasury shares of 8,835,910 (2011: 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. Non-current asset investments

30 June 2012
£'000
30 June 2011
£'000
Group and Company
Investments held at fair value through profit or loss
Unquoted equity and preference shares 8,711 7,141
Quoted equity 704 771
Discounted debt and convertible loan stock 2,105 839
11,520 8,751
Investments held at amortised cost
Unquoted loan stock 12,813 12,421
24,333 21,172

30 June 2012
                £'000
Opening valuation as at 1 July 2011 21,172
Purchases at cost 3,276
Disposal proceeds (592)
Realised losses (51)
Movement in loan stock accrued income 33
Transfer of unrealised gains to current asset investments (120)
Unrealised gains 615
Closing valuation as at 30 June 201224,333
Movement in loan stock accrued income
Opening movement in loan stock accrued income 49
Movement in loan stock accrued income 33
Closing movement in loan stock accrued income82
Movement in unrealised losses
Opening accumulated unrealised losses (4,751)
Movement in unrealised gains 615
Transfer of unrealised gains to current asset investments (120)
Transfer of previously unrealised losses to realised reserves on disposal 342
Closing accumulated unrealised losses(3,914)
Historic cost basis
Opening book cost 25,874
Purchases at cost 3,276
Sales at cost (986)
Closing book cost28,164

30 June 2011
                £'000
Opening valuation as at 1 July 2010 19,092
Purchases at cost 4,916
Disposal proceeds (3,758)
Realised gains 871
Movement in loan stock accrued income (167)
Unrealised gains 218
Closing valuation as at 30 June 2011 21,172
Movement in loan stock accrued income
Opening movement in loan stock accrued income 216
Movement in loan stock accrued income (167)
Closing movement in loan stock accrued income 49
Movement in unrealised losses
Opening accumulated unrealised losses (6,004)
Movement in unrealised gains 218
Transfer of previously unrealised losses to realised reserves on disposal 1,036
Closing accumulated unrealised losses (4,751)
Historic cost basis
Opening book cost 24,880
Purchases at cost 4,916
Sales at cost (3,922)
Closing book cost 25,874

Transfer of unrealised gains to current asset investments represents the fair value of contingent future receipts on disposal of fixed asset investments recognised as current asset investments (see note 13).

The Directors believe that the carrying value of loan stock measured at 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.

Additions and disposal proceeds included in the cash flow statement differ from the amounts shown in the note above, due to deferred consideration and settlement creditors and the restructuring of investments.

A schedule of disposals during the year is shown on page 13 of the Annual Report and Financial Statements.

IFRS 7 'Financial Instruments: Disclosures' requires the Company to disclose the valuation methods applied to its investments measured at fair value through profit or loss in a fair value hierarchy according to the following definitions:

Fair value hierarchyDefinition of valuation method
Level 1 Unadjusted quoted (bid) prices applied
Level 2 Inputs to valuation are from observable sources and are directly or indirectly derived from prices
Level 3 Inputs to valuations are not based on observable market data

Quoted AIM investments are valued according to Level 1 valuation methods. Unquoted equity, preference shares, convertible loan stock and debt issued at a discount are all valued according to Level 3 valuation methods.

The Company's investments measured at fair value through profit or loss (level 3) had the following movements in the year to 30 June 2012:

30 June 2012 30 June 2011
EquityDiscounted
debt 
and
convertible
loan stock 
Total Equity Discounted
debt and
convertible
loan stock
Total
£'000£'000£'000 £'000 £'000 £'000
Opening balance 7,1418397,980 6,998 - 6,998
Additions 1,0961,1452,241 1,023 275 1,298
Disposal proceeds (27)-(27) (1,381) - (1,381)
Realised gains/(losses) 33(207)(174) 545 - 545
Representation of convertible debt --- - 338 338
Unrealised gains 588360948 (44) 226 182
Transfer of unrealised gains to current asset investments (120)-(120) - - -
Accrued loan stock interest -33 - - -
Closing balance8,7112,14010,851 7,141 839 7,980

Unquoted investments held at fair value through profit or loss are valued in accordance with the IPEVCV guidelines as follows:

30 June 2012 30 June 2011
Investment valuation methodology£'000 £'000
Cost (reviewed for impairment) 1,786 1,341
Net asset value supported by third party or desktop valuation 2,904 1,127
Recent investment price 76 697
Earnings multiple 3,918 3,427
Revenue Multiple 2,167 1,388
10,851 7,980
    

Full valuations are prepared by independent RICS qualified surveyors in full compliance with the RICS Red Book. Desk top reviews are carried out by similarly RICS qualified surveyors by updating previously prepared full valuations for current trading and market indices.

IFRS 7 requires the Directors to consider the impact of changing one or more of the inputs used as part of the valuation process to reasonable possible alternative assumptions. After due consideration and noting that the valuation methodology applied to 44 per cent. of the Level 3 investments (by valuation) is based on third party independent evidence, recent investment price and cost, the Directors believe that changes to reasonable possible alternative input assumptions for the valuation of the remainder of the portfolio could lead to a significant change in the fair value of the portfolio. The impact of these changes could result in an increase in the valuation of the equity investments by £736,000 or a decrease in the valuation of equity investments by £682,000.

The unquoted equity instruments had the following movements between investment methodologies between 30 June 2011 and 30 June 2012:



Change in investment valuation methodology (2011 to 2012)
Value as at
30 June 2012
£'000
Explanatory note
Price of recent investment to earnings multiple 136 Industry benchmarks available
Cost (reviewed for impairment) to net asset value supported by third party valuation 1,649 Third party valuation took place in the year
Earnings multiple to revenue multiple 284 Temporary trading losses

The valuation method used will be 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 2012.

11. Significant interests
The principal activity of the Group 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 portfolio company, it will not take a controlling interest or become involved in the management of a portfolio company. 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 portfolio companies as at 30 June 2012 as described below:

CompanyCountry of incorporationPrincipal activity% class and share type% total voting rights
ELE Advanced Technologies Limited Great Britain Manufacturer of precision engineering components for the industrial gas turbine, aerospace and automotive markets 74.3% B Ordinary 48.3%
House of Dorchester Limited Great Britain Chocolate manufacturer 33.0% B Ordinary 23.3%
Tuscan Energy Group Limited* Great Britain In administration 42.5% C Ordinary 1.5%
Uctal Limited Great Britain TV production company 56.7% B Ordinary/A Preference and B Preference 24.2%

* Carried at nil value as at 30 June 2012.

The investments listed above are held as part of an investment portfolio and therefore, as permitted by IAS 28 and FRS 9, they are measured at fair value and not accounted for using the equity method.

12. Investments in subsidiary undertakings

30 June 2012
CP1 VCT PLCCP2 VCT PLCTotal
£'000£'000£'000
Carrying value as at 1 July 2011 7,2229,22216,444
Movement in subsidiary net assets (402)(482)(884)
Carrying value as at 30 June 20126,8208,74015,560

30 June 2011
CP1 VCT PLC CP2 VCT PLC Total
£'000 £'000 £'000
Carrying value as at 1 July 2010 6,572 8,441 15,013
Movement in subsidiary net assets 650 781 1,431
Carrying value as at 30 June 2011 7,222 9,222 16,444

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 2012
CP1 VCT PLCCP2 VCT PLC
Nominal value of shares held £6,382,746£8,219,350
Percentage of total voting rights held 100%100%

30 June 2011
CP1 VCT PLC CP2 VCT PLC
Nominal value of shares held £6,382,746 £8,219,350
Percentage of total voting rights held 100% 100%

The subsidiaries current business is to hold cash and intercompany balances.

13. Trade and other receivables/debtors and current asset investments

30 June 2012 30 June 2011
GroupCompany Group Company
£'000£'000 £'000 £'000
Trade and other receivables/debtors less than one year 7474 102 102
Trade and other receivables/debtors greater than one year -- 80 80
7474 182 182
Current asset investments
30 June 2012 30 June 2011
GroupCompany Group Company
£'000£'000 £'000 £'000
Contingent future receipts on disposal of fixed asset investments 9292 - -

The fair value hierarchy applied to contingent future receipts on disposal of fixed asset investments is Level 3.

14. Trade and other payables/creditors

30 June 2012 30 June 2011
GroupCompany Group Company
£'000£'000 £'000 £'000
Amounts falling due within one year:
Amounts due to subsidiary undertakings -15,504 - 16,166
Other payables 104104 53 53
Accruals 186185 190 175
29015,793 243 16,394

Interest is chargeable on intercompany balances at a rate of 12 per cent. per annum. Intercompany balances are payable on demand.

15. Called up share capital

30 June 2012
£'000
30 June 2011
£'000
Allotted, called up and fully paid
88,435,076 Ordinary shares of 10p each (2011: 83,509,177) 8,844 8,350
Allotted, called up and fully paid excluding treasury shares
79,599,166 Ordinary shares of 10p each (2011: 76,248,767)

The Company cancelled 71,000 (2011: 861,875) Ordinary shares from treasury during the year at a total cost of £27,000 (2011: £252,000) representing 0.1 per cent. of the shares in issue as at 30 June 2012. The shares purchased for cancellation were funded from the revenue reserve.

The Company purchased 1,646,500 Ordinary shares for treasury (2011: nil) during the year at a total cost of £468,000 (2011: nil).

The total number of shares held in treasury as at 30 June 2012 was 8,835,910 (2011: 7,260,410) representing 10.0 per cent. of the shares in issue as at 30 June 2012.

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:

Allotment dateNumber of shares allottedAggregate nominal value of shares
£'000
Issue price per share
pence per share
Net consideration received
£'000
Opening mid market price per share on allotment
pence per share
30 November 2011 145,641 15 31.7 46 30.00
30 March 2012 159,298 16 31.6 46 28.50
304,939 31 92

Under the terms of the Albion VCTs Linked Top Up Offers (which closed on 31 May 2012), the following Ordinary shares of nominal value 10 pence were issued during the year;

Allotment dateNumber of shares allottedAggregate nominal value of shares
£'000
Issue price per share
pence per share
Net consideration received
£'000
Opening mid market price per share on allotment
pence per share
10 January 2012 1,191,601 119 33.5 378 27.50
20 March 2012 1,297,117 130 33.4 410 28.50
5 April 2012 1,987,138 199 33.4 627 28.50
31 May 2012 216,104 22 34.5 70 28.50
4,691,960 470 1,485

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 2012 30 June 2011
Net asset value per share attributable (pence) 32.60 33.70

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 79,599,166 shares (2011: 76,248,767) as at 30 June 2012.

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. Analysis of changes in cash during the year

30 June 2012 30 June 2011
GroupCompany Group Company
£'000£'000 £'000 £'000
Opening cash balances 4,5504,257 5,513 5,400
Net cash flow (2,809)(2,573) (963) (1,143)
Closing cash balances 1,7411,684 4,550 4,257

18. Reconciliation of revenue return on ordinary activities before taxation to net cash flow from operating activities

Year ended
30 June 2012
£'000
Year ended
 30 June 2011
£'000
Revenue return before tax 616 812
Capitalised expenses (332) (327)
Recovery of VAT charged to capital 261 -
(Increase)/decrease in accrued amortised loan stock interest (33) 132
Decrease/(increase) in receivables 3 (3)
(Decrease) in payables (9) (13)
Net cash flow from operating activities506 601

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 £24,956,000 (2011: £24,708,000) and as at 30 June 2012, the Group's gearing was nil (2011: nil). The Group's policy on gearing is described in more detail on page 17 of the Directors' report in the 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 22 of the Directors' report in the Annual Report and Financial Statements.

The Group's financial instruments comprise equity and loan stock investments in unquoted companies, equity in AIM quoted companies, cash balances, 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 pages 11 to 13 of the 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 portfolio companies and the dynamics of market quoted comparators. The Manager receives management accounts from portfolio companies, and members of the investment management team often sit on the boards of unquoted portfolio 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 £24,425,000 (2011: £21,172,000). Non-current and current asset investments form 94 per cent. of the net asset value as at 30 June 2012 (2011: 83 per cent.).

More details regarding the classification of non-current investments are shown in note 10.

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 of the Annual report and Financial Statements and in the Manager's report.

The valuation method used will be the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the IPEVCV Guidelines.

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. (2011: 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 £2,442,500 (2011: £2,117,200).

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 rise of half a percentage point in all interest rates would be immaterial due to the level of fixed rate loan stock held within the portfolio. On the basis of the Company's analysis, it is considered that further falls in interest rates would not have a significant impact.

The weighted average interest rate applied to the Group's fixed rate assets during the year was approximately 6.3 per cent. (2011: 5.6 per cent.). The weighted average period to maturity for the fixed rate assets is approximately 2.9 years (2011: 2.5 years).

The Group's financial assets and liabilities as at 30 June 2012, all denominated in pounds sterling, consist of the following:

30 June 2012 30 June 2011
Fixed rate
£'000
Floating rate
£'000
Non-interest £'000Total
£'000
Fixed rate
£'000
Floating rate
£'000
Non-interest £'000 Total
£'000
Unquoted loan stock (including convertible loan stock and discounted bonds) 14,20312159414,918 13,260 - - 13,260
Equity --9,4159,415 - - 7,912 7,912
Receivables* --5454 - - 182 182
Current asset investments --9292 - - - -
Payables --(290)(290) - - (243) (243)
Cash -1,741-1,741 - 4,550 - 4,550
Net assets14,2031,8629,86525,930 13,260 4,550 7,851 25,661

*The receivables do not reconcile to the balance sheet as prepayments are not included in the above table.

The Company's financial assets and liabilities as at 30 June 2012, all denominated in pounds sterling, consist of the following:

30 June 2012 30 June 2011
Fixed rate
£'000
Floating rate
£'000
Non-interest £'000Total
£'000
Fixed rate
£'000
Floating rate
£'000
Non-interest £'000 Total
£'000
Unquoted loan stock (including convertible loan stock and discounted bonds) 14,20312159414,918 13,260 - - 13,260
Equity --24,97524,975 - - 24,356 24,356
Debtors* --5454 - - 182 182
Current asset investments --9292 - - - -
Current liabilities (15,504)-(289)(15,793) (16,166) - (228) (16,394)
Cash -1,684-1,684 - 4,257 - 4,257
Net assets(1,301)1,80525,42625,930 (2,906) 4,257 24,310 25,661

*The debtors do not reconcile to the balance sheet as prepayments are not included in the above table.

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 cash on deposit with banks.

The Manager evaluates credit risk on loan stock 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 portfolio company in order to mitigate the gross credit risk. The Manager receives management accounts from portfolio companies, and members of the investment management team often sit on the boards of unquoted portfolio companies; this enables the close identification, monitoring and management of investment-specific credit risk.

Bank deposits 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 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 2012 was limited to £14,918,000 (2011: £13,260,000) of unquoted loan stock instruments (all are secured on the assets of the portfolio company) and £1,741,000 (2011: £4,550,000) of cash deposits with banks.

As at the balance sheet date, the cash held by the Group is held with the Royal Bank of Scotland plc, Lloyds TSB Bank Plc, Scottish Widows Bank plc (part of Lloyds Banking Group)  and Barclays Bank plc. Credit risk on 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 credit profile of unquoted loan stock is described under liquidity risk shown below.

The cost, impairment and carrying value of impaired loan stocks at 30 June 2012 and 30 June 2011 are as follows:

30 June 2012 30 June 2011
CostImpairmentCarrying value Cost Impairment Carrying value
£'000£'000£'000 £'000 £'000 £'000
Impaired loan stock 6,694(2,142)4,552 3,040 (1,403) 1,637

Impaired loan stock instruments have a first fixed charge or a fixed and floating charge over the assets of the portfolio company and the Board estimate that the security value approximates to the carrying value.

Liquidity risk
Liquid assets are held as cash on current account and cash on deposit or short term money market account. 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 £24,956,000 (2011: £24,708,000) as at 30 June 2012.

The Group has no committed borrowing facilities as at 30 June 2012 (2011: nil) and had cash balances of £1,741,000 (2011: £4,550,000) (Company £1,684,000; 2011: £4,257,000).  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 £290,000 (2011: £243,000) for the year to 30 June 2012 (Company: 30 June 2012; £15,793,000; 30 June 2011: £16,394,000). An amount of £15,504,000 (2011: £16,166,000) which is included within the Company's creditors, relates to intercompany balances and is not considered to carry liquidity risk.

The carrying value of loan stock investments at 30 June 2012, analysed by expected maturity dates is as follows:

Redemption dateFully performing
loan stock
£'000
Past due
loan stock
£'000
Impaired
loan stock
£'000
Total
£'000
Less than one year 1,1711,6732,0234,867
1-2 years 8141436561,613
2-3 years 3401911,0051,536
3-5 years 2,5272,1818685,576
More than 5 years 467859-1,326
5,3195,0474,55214,918

The carrying value of loan stock investments at 30 June 2011, analysed by expected maturity dates is as follows:

Redemption date Fully performing
loan stock
£'000
Past due
loan stock
£'000
Impaired
loan stock
£'000
Total
£'000
Less than one year 535 813 360 1,708
1-2 years 881 3,805 - 4,686
2-3 years 735 705 179 1,619
3-5 years 3,590 439 1,098 5,127
More than 5 years - 120 - 120
5,741 5,882 1,637 13,260

Loan stocks can be past due as a result of interest or capital not being paid in accordance with contractual terms.

The average annual  interest yield on the total cost of past due loan stocks is 6 per cent..

Loan stock with a carrying value of £4,764,000 had loan stock interest past due of less than 12 months. Within this, loan stock with a carrying value of £145,000 had capital past due by less than 12 months. Interest on this loan stock was received at a rate of 5.97 per cent. in accordance with renegotiated terms.

Loan stock with a carrying value of £283,000 had loan stock interest past due greater than 12 months but less than 18 months. Within this, loan stock with a carrying value of £123,000 had capital past due by greater than 12 months but less than 2 years.

In view of the availability of adequate cash balances and the repayment profile of loan stock investments, the Board considers that the Group is subject to low liquidity risk.

Fair values of financial assets and financial liabilities
All the Group's financial assets and liabilities as at 30 June 2012 are stated at fair value as determined by the Directors, with the exception of loans and receivables included within investments, cash, receivables and payables, which are measured at amortised cost, as permitted by 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. 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.

20. Post balance sheet events
Since 30 June 2012 the Company has completed the following material transactions:

  • Investment of £8,000 in Rostima Holdings Limited completed in July 2012
  • Investment of £12,000 in Nelson House Hospital Limited completed in August 2012
  • Investment of £48,000 in AMS Sciences Limited completed in August 2012 and September 2012
  • Repayment of £43,000 loan stock by Tower Bridge Health Clubs Limited in July and August 2012
  • Repayment of £30,000 loan stock by Kew Green VCT (Stansted) Limited in July and August 2012
  • Repayment of £67,000 loan stock by the Charnwood Pub Company Limited in July and September 2012
  • Proceeds of £202,000 from the sale of shares in Avanti Communications Group plc in July 2012
  • Receipt of deferred consideration of £142,000 from the sale of Dexela Limited

21. Contingencies and guarantees
There were no contingencies or commitments for, or guarantees by, the Group or Company as at 30 June 2012 (2011: nil).

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 with the Company (details disclosed on page 21 of the Annual Report and Financial Statements). During the year, services of a total value of £492,000 (2011: £486,000) were purchased by the Company from Albion Ventures LLP; this includes £442,000 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 £135,000 (2011: £124,000).

Albion Ventures LLP holds 1,256 Ordinary shares as a result of fractional entitlements arising on the merger of Crown Place VCT PLC, CP1 VCT PLC and CP2 VCT PLC on 13 January 2006.

During the year the Company raised new funds through the Albion VCTs Linked Top Up Offers as detailed in note 15. The total cost of the issue of these shares was 5.5 per cent. of the sums subscribed. Of these costs, an amount of £8,200 was paid to the Manager, Albion Ventures LLP in respect of receiving agent services. There were no sums outstanding in respect of receiving agent services at the year end.

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. Economic risk
Changes in economic conditions, including, for example, interest rates, rates of inflation, industry conditions, competition, political and diplomatic events and other factors could substantially and adversely affect the Company's prospects in a number of ways.

To reduce this risk, in addition to investing equity in portfolio companies, the Company often invests in secured loan stock and has a policy of not normally permitting any external bank borrowings within portfolio companies. Additionally, the Manager has been rebalancing the sector exposure of the portfolio with a view to reducing reliance on consumer led sectors.

2. Investment risk
This is the risk of investment in poor quality assets which reduces the capital and income returns to shareholders, and negatively impacts on the Company's reputation. By nature, smaller unquoted businesses, such as those that qualify for venture capital trust purposes, are more fragile than larger, long established businesses.

The success of investments in certain sectors are also subject to regulatory risk, such as those affecting companies involved in UK renewable energy.

To reduce this risk, the Board places reliance upon the skills and expertise of the Manager and their strong track record for investing in this segment of the market. In addition, the Manager operates a formal and structured investment process, which includes an Investment Committee, comprising investment professionals from the Manager and at least one external investment professional. The Manager also takes account of comments from all non-executive Directors of the Company on investments discussed at the Investment Committee meetings. Investments are actively and regularly monitored by the Manager (investment managers normally sit on investee company boards) and the Board receives detailed reports on each investment as part of the Manager's report at quarterly board meetings. It is the policy of the Company for portfolio companies to not normally have external bank borrowings.

The Board and the Manager closely monitor regulatory changes within the sectors invested in.

3. Valuation risk
The Company's investment valuation method is reliant on the accuracy and completeness of information that is issued by portfolio companies. In particular, the Directors may not be aware of or take into account certain events or circumstances which occur after the information issued by such companies is reported.

As described in note 1 of the Financial Statements, the unquoted equity investments, convertible loan stock and debt issued at a discount held by the Company are designated at fair value through profit or loss and valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines. These guidelines set out recommendations, intended to represent current best practice on the valuation of venture capital investments. These investments are valued on the basis of forward looking estimates and judgments about the business itself, its market and the environment in which it operates, together with the state of the mergers and acquisitions market, stock market conditions and other factors. In making these judgments the valuation takes into account all known material facts up to the date of approval of the Financial Statements by the Board. The sensitivity of these assumptions is commented on further in notes 10 and 19. All other unquoted loan stock is measured at amortised cost.

4. 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 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 advisor. 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.

5. 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 the most senior levels within quoted businesses. In addition, the Board and the Manager receive regular updates on new regulation from its auditor, lawyers and other professional bodies.

6. 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 meets with the Manager's internal auditors, Littlejohn LLP, when required, 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. During the past year the Chairman of the Audit and Risk Committee has met with the internal audit partner of Littlejohn LLP to discuss the most recent internal audit report completed on the Manager. The Manager has a comprehensive business continuity plan in place in the event that operational continuity is threatened. Further details regarding the Board's management and review of the Group's internal controls through the implementation of the Turnbull guidance are detailed on page 26 of the full 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.

7. Reliance upon third parties risk
The Group and Company is reliant upon the services of Albion Ventures LLP for the provision of investment management and administrative functions. There are provisions within the management agreement for the change of Manager under certain circumstances (for more detail, see the management agreement paragraph on page 21 of the full 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.

8. 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 Financial Statements.

All of the Company's income and expenditure is denominated in sterling and hence the Company has no foreign currency risk. The Company is financed through equity and does not have any borrowings. The Company does not use derivative financial instruments for speculative purposes.

24. Other information 
The information set out in this announcement does not constitute the Company's statutory accounts within the terms of section 434 of the Companies Act 2006 for the years ended 30 June 2012 and 30 June 2011, and is derived from the statutory accounts for those financial years, which have been, or in the case of the accounts for the year ended 30 June 2012, which will be, delivered to the Registrar of Companies. The Auditor reported on those accounts; the reports were unqualified and did not contain a statement under s498 (2) or (3) of the Companies Act 2006.

The Company's Annual General Meeting will be held at The City of London Club, 19 Old Broad Street, London, EC2N 1DS on 13 November 2012 at 11:00am.

25. Publication 
The full audited Annual Report and Financial Statements are being sent to shareholders and copies will be made available to the public at the registered office of the Company, Companies House, the National Storage Mechanism and also electronically at www.albion-ventures.co.uk under the 'Our Funds' section, by clicking on 'Crown Place VCT PLC', where the Report can be accessed as a PDF document via a link under the 'Investor Centre' in the 'Financial Reports and Circulars' section.




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information contained therein.

Source: Crown Place VCT PLC via Thomson Reuters ONE

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