Crown Place VCT PLC: Half-yearly report

Crown Place VCT PLC: Half-yearly report

Crown Place VCT PLC

As required by the UK Listing Authority's Disclosure and Transparency Rule 4.2, Crown Place VCT PLC today makes public its information relating to the Half-yearly Financial Report (which is unaudited) for the six months to 31 December 2014. This announcement was approved by the Board of Directors on 27 February 2015.

The full Half-yearly Financial Report (which is unaudited) for the period to 31 December 2014, will shortly be sent to shareholders. Copies of the full Half-yearly Financial Report will be shown via the Albion Ventures LLP website by clicking www.albion-ventures.co.uk/ourfunds/CRWN.htm .

Investment objective

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

Record date for second dividend 6 March 2015
   
Payment of second dividend 31 March 2015
   
Financial year end 30 June 2015

Financial highlights

  Six months ended Six months ended Year ended
  31 December 2014 31 December 2013 30 June 2014
  (pence per share) (pence per share) (pence per share)
Opening net asset value 32.04 32.26 32.26
Revenue return 0.420.290.61
Capital return 1.070.851.67
Total return 1.49 1.14 2.28
Dividends paid (1.25) (1.25) (2.50)
Closing net asset value 32.28 32.16 32.04

Shareholder returns and shareholder value  
 

 
 

Crown Place VCT PLC*
 (pence per share)
Shareholder return from launch to April 2005 (date that Albion Ventures was appointed investment manager): 
Total dividends paid to 6 April 2005 (i) 24.93
Decrease in net asset value (56.60)
Total shareholder return to 6 April 2005 (31.67)
   
Shareholder return from April 2005 to 31 December 2014: 
Total dividends paid 23.05
Decrease in net asset value (11.12)
Total shareholder return from April 2005 to 31 December 2014 11.93
   
  
Shareholder value since launch: 
Total dividends paid to 31 December 2014 (i) 47.98
Net asset value as at 31 December 2014 32.28
Total shareholder value as at 31 December 2014 80.26
  
Current dividend objective: 
Pence per share (per annum) 2.50
Percentage yield on net asset value as at 31 December 2014 7.7%

Notes
(i)         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

The above financial summary is for the Company, Crown Place VCT PLC only. Details of the financial performance of CP1 VCT PLC (previously Murray VCT PLC) and CP2 VCT PLC (previously Murray VCT 2 PLC) which have been merged into the Company, can be found at the bottom of the announcement.

Total shareholder value since launch:

 31 December 2014
(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
the period ended 30 June 2007 3.30
the year ended 30 June 2008 2.50
the year ended 30 June 2009 2.50
the year ended 30 June 2010 2.50
the year ended 30 June 2011 2.50
the year ended 30 June 2012 2.50
the year ended 30 June 2013 2.50
the year ended 30 June 2014 2.50
the six months ended 31 December 2014 1.25
Total dividends paid to 31 December 201447.98
Net asset value as at 31 December 2014 32.28
Total shareholder value as at 31 December 201480.26

In addition to the dividends paid above, the Board has declared a second dividend for the year ending 30 June 2015 of 1.25 pence per Crown Place VCT PLC share, to be paid on 31 March 2015 to shareholders on the register as at 6 March 2015.

Interim management report

Results
I am pleased to report that in the six month period to 31 December 2014, the Company achieved a total return of 1.49 pence per share (31 Dec 2013: 1.14 pence per share) equivalent to an annualised return of 9.3% on opening net assets. Following payment of the first dividend for the year of 1.25 pence per share on 28 November 2014, the net asset value as at 31 December 2014 was 32.28 pence per share (30 June 2014: 32.04 pence per share). The total return for the period was £1,366,000 of which the revenue profit was £386,000 and the capital profit was £980,000. Investment income and deposit interest were £592,000, an increase of 35% compared to the level achieved in the same period last year. Realised and unrealised net gains on investments of £1,174,000 represent an increase of 32% compared to net gains over the same period in the previous year. Total expenses, including Investment management fees, were £400,000 (31 Dec 2013: £372,000), equivalent to an ongoing charges ratio of 2.7% (31 Dec 2013: 2.7%).

Dividends
It is the Company's policy to pay regular and predictable dividends to shareholders out of revenue income and realised capital gains. The first dividend for the current financial year of 1.25 pence per share was paid on 28 November 2014. As this report shows, the dividend was covered comfortably by the total return per share achieved in the six months period. A second dividend of 1.25 pence per share will be paid on 31 March 2015 to shareholders on the register on 6 March 2015. A total annual dividend of 2.50 pence per share has been maintained for the last seven consecutive years and the Board aims to maintain this level of annualised dividend distribution going forward, subject to the availability of cash resources and distributable reserves. Based on the net asset value as at 31 December 2014, this equates to a 7.7% yield (31 Dec 2013: 7.8%).

Dividends are paid free of tax to shareholders. Qualifying shareholders who elect to participate in the Dividend Reinvestment Scheme will be able, in respect of further dividends, to receive their dividends in the form of new shares rather than cash, which will entitle them to income tax relief at the rate of 30% (new shares will need to be held for at least five years to retain the tax relief). Further details of the Dividend Reinvestment Scheme can be found on the Manager's website http://www.albion-ventures.co.uk/ourfunds/CRWN.htm.

Portfolio review
During the six month period, the Company nearly doubled its rate of investment deploying a total of £2,261,000. Of this amount, £1,116,000 related to three new investments and £1,145,000 in several existing portfolio companies to support their continuing growth. The new investments included Infinite Ventures (Goathill), a wind power generating company; Exco Intouch, which provides a system for the collection of patient data using mobile technologies; and Omprompt, a company providing business-to-business integration software.   

Investments realised during the period totalled £5,337,000, of which £3,346,000 related to the sale of the Company's investment in Oakland Care Centre, achieving an annualised return of 25% during the four years of the investment. The sale of Tower Bridge Health Clubs realised proceeds of up to £947,000, resulting in returns, including interest, of 2.8 times cost during the 7 year holding period. The sale of House of Dorchester realised proceeds of £355,000 while a part disposal of the holding in AIM quoted Avanti Communications delivered proceeds of £205,000.  Two further small investments were sold for a combined £73,000 and £48,000 remaining for the Dexela proceeds was also received.  The remainder of the realisations, £363,000 in total, represent loan stock repayments from Chichester Holdings, Radnor House School (Holdings), Hilson Moran Holdings and The Charnwood Pub Company.   

The portfolio remains well diversified and benefits from a high proportion of asset-based investments (52% at the period end) with no external gearing. Radnor House School (Holdings) continues to grow profitably and saw a further increase in valuation in the period.  Orchard Portman Group made good progress and established itself as a leading specialist mental health service.  This investment was sold after the period end achieving returns of 1.6 times cost over the five year holding period.  The asset-based businesses in the healthcare, education, renewable energy and leisure sectors continued to generate a good level of income for the Company.

In the growth portfolio, Lowcosttravelgroup continued to grow strongly. Masters Pharmaceuticals also continued its profitable growth and is well positioned to deliver further value.  Egress Software Technologies, a relatively new investment in the portfolio, made excellent progress and is strongly cash generative. ELE continues to experience soft demand in one of its key end markets (industrial gas turbines) but expects improved performance in 2015 as its exposure to the aerospace and automotive sectors increases. Several companies in the growth portfolio are still young and, while they show good potential in exciting, fast growing markets, their growth trajectory is not always smooth and predictable. This results in some volatility in the individual valuations, although the impact on the overall portfolio is small, given its diversification. 

The chart set out at the bottom of this announcement illustrates the composition of the portfolio by industry sector. The majority of the investments in the hotels, pubs, health and fitness clubs, education and environmental segments, plus the larger healthcare investments are backed by freehold or long leasehold assets with no external gearing. 

Risks and uncertainties
The most significant risk for a company of this nature is investment risk. To mitigate this, your Company places reliance upon the skills and expertise of the Manager in 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 Company also has a policy of ensuring that its portfolio companies do not have external bank borrowings and that it has a first legal charge over portfolio companies' assets wherever possible. Other risks and uncertainties remain unchanged and are as detailed in note 12.

Discount management and share buy-backs
It remains the Board's primary objective to maintain sufficient resources for investment in existing and new portfolio companies and for the continued payment of dividends to shareholders. The Board's policy is to buy back shares in the market, subject to the overall constraint that such purchases are in the VCT's interest, and it is the Board's intention for such buy-backs to be in the region of a 5% discount to net asset value, so far as market conditions and liquidity permit.

During the period, the Company bought back and held in treasury 755,000 shares at a total cost of £226,000, in-line with the discount management and share buy-back policy.

Transactions with Manager
Details of the transactions that took place with the Manager in the period can be found in note 4.

Going concern
The Board's assessment is that liquidity risk is low, and remains as detailed on page 56 of the Annual Report and Financial Statements for the year ended 30 June 2014. The Company has sufficient cash and liquid resources. The portfolio of investments is diversified in terms of sector, and the major cash outflows of the Company (namely investments, share buy-backs and dividends) are within the Company's control. Accordingly, after making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason the Directors have adopted the going concern basis in preparing the accounts in accordance with Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009, published by the Financial Reporting Council.

Albion VCTs Prospectus Top Up Offers 2014/2015
Your Board, in conjunction with the boards of other VCTs managed by Albion Ventures LLP, launched a prospectus top up offer of new Ordinary shares on 17 November 2014. Crown Place VCT PLC is aiming to raise up to £6 million and the proceeds will be used to provide further resources at a time when a number of attractive investment opportunities are being seen. A copy of the prospectus is available at www.albion-ventures.co.uk. Details of the first allotment on 30 January 2015 are shown in note 11.

Directorate change
As part of an ongoing program of Board refreshment, Penny Freer was appointed as a director on 31 October 2014. Penny is an experienced investment banker with extensive experience at Board level. Penny is currently a partner at London Bridge Capital, which provides corporate finance advice to UK and overseas companies. She is, in addition, a non-executive director of Empresaria Group PLC and Advanced Medical Solutions Group PLC.

Outlook 
Compared to other developed economies, the UK economy is performing reasonably well. Growth is likely to continue in 2015, albeit at a lower pace, and this should benefit the smaller and medium size companies which characterise the Company's portfolio.   Nevertheless, a number of risks remain including the uncertainties surrounding the 2015 General Election, the ongoing effect of public sector funding cuts and lower growth rates in the global economy. Against this background, your Company is conservatively financed and is invested in a broadly diversified portfolio with a significant proportion of asset-based investments. Some of these asset-based investments, such as the renewable energy companies, the care homes and Radnor House School, are generating good income with potential for further increase as they mature. The Company made a number of new investments in the period and continues to see attractive new investment opportunities. The Board views this VCT as a long term tax-efficient savings product and, in this context, the Directors consider that the Company remains well positioned to deliver long term shareholder value.

Richard Huntingford  
Chairman
27 February 2015
 

Responsibility statement

The Directors, Richard Huntingford, Rachel Beagles, Karen Brade and Penny Freer, are responsible for preparing the Half-yearly Financial Report. The Directors have chosen to prepare this Half-yearly Financial Report for the Group in accordance with International Financial Reporting Standards ("IFRS").

In preparing the summarised set of Financial Statements for the period to 31 December 2014 we, the Directors, confirm that to the best of our knowledge:

(a) the summarised set of Financial Statements has been prepared in accordance with International Accounting Standard
(IAS) 34 "Interim Financial Reporting" issued by the International Accounting Standards Board;

(b) the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year);

(c) the summarised set of Financial Statements give a true and fair view in accordance with IFRS of the assets, liabilities, financial position and of the profit and loss of the Group for the six months ended 31 December 2014 as required by DTR 4.2.4R, and comply with IFRS and Companies Act 2006; and

(d) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).

The accounting policies applied to the Half-yearly Financial Report have been consistently applied in current and prior periods and are those applied in the Annual Report and Financial Statements for the year ended 30 June 2014.

This Half-yearly Financial Report has not been audited or reviewed by the Auditor.

By order of the Board of Directors

Richard Huntingford
Chairman
27 February 2015

Portfolio of investments

The following is a summary of non-current investments with a value as at 31 December 2014:

        As at 31 December 2014
(unaudited)
As at 30 June 2014
(audited)
 
 

 

 

Investment
name
 

 

 

 

Nature of business
 

 

%
voting
rights
% voting
rights
of AVL*
managed
companies
 

Cost
£'000
 

 

Value
£'000
 

Cost
£'000
 

 

 

Value
£'000
 

Change in value for the period**
£'000
Unquoted asset-based
investments
               
Radnor House School
(Holdings) Limited
Independent school for
children ages 7-18
9.0 50.0 1,5462,916 1,564 2,808 213
The Crown Hotel
Harrogate Limited
Owner and operator of
the Crown Hotel,
Harrogate
15.0 50.0 2,9761,916 2,976 1,799 117
Orchard Portman Group (Taunton Hospital
Limited)
Owner and operator of a
psychiatric hospital in
Taunton
6.1 50.0 9711,464 924 1,160 256
Kensington Health
Clubs Limited
Owner and operator of a
health and fitness club in
West London
7.8 50.0 1,8071,031 1,789 1,068 (54)
Kew Green VCT
(Stansted) Limited
Owner and operator of
the 'Holiday Inn Express' at
Stansted Airport
2.0 50.0 955790 955 820 (30)
Chonais Holdings Limited Hydro-electric power generator 4.2 50.0 775787 417 419 10
Infinite Ventures (Goathill) Limited Wind power generator

 
4.8 24.0 776776 - - -
The Charnwood Pub
Company Limited
Owner and operator of
freehold pubs
6.9 50.0 1,932701 1,987 766 (10)
The Stanwell Hotel
Limited
Owner and operator of
the Stanwell Hotel at
Heathrow Airport
10.8 50.0 1,574661 1,574 649 12
The Street by Street
Solar Programme
Limited
Photovoltaic installations 4.4 50.0 461616 461 578 38
Bravo Inns II Limited Owner and operator of
freehold pubs
3.6 50.0 595611 595 613 (2)
Alto Prodotto Wind
Limited
Wind power generator

 
4.1 50.0 371498 371 498 -
TEG Biogas (Perth)
 Limited
Anaerobic digestion 6.1 50.0 364403 364 407 (4)
Green Highland
Renewables (Ledgowan)
Limited
Hydro-electric power generator 6.3 50.0 372378 211 214 4
Regenerco Renewable
Energy Limited
Photovoltaic installations 3.4 50.0 326369 326 354 15
Active Lives Care Limited Owner and operator of a
residential care home for the
elderly in Oxford
2.7 33.0 338346 338 338 8
Harvest AD Limited Small scale anaerobic digestion
project in Lincolnshire
- - 164164 164 164 -
Erin Solar Limited Photovoltaic installations 5.7 50.0 160160 160 160 -
Ryefield Court Care
Limited
Owner and operator of a
residential care home for the
elderly in Greater London
1.7 23.7 155159  

 

155
 

 

155
4
Bravo Inns Limited Owner and operator of
freehold pubs
2.6 50.0 230146 230 145 1
AVESI Limited Photovoltaic installations 3.8 50.0 117129 117 125 4
The Weybridge Club
Limited
Owner and operator of
a freehold health and
fitness club in Surrey
1.2 50.0 223109 190 122 (46)
Premier Leisure
(Suffolk) Limited
Former freehold cinema owner 5.4 47.4 42092 420 88 3
Greenenerco Limited Wind power operator 1.9 50.0 6587 65 89 (2)
Total unquoted asset-
based investments
      17,67315,309 16,353 13,539 537

        As at 31 December 2014
(unaudited)
As at 30 June 2014
(audited)
 
 

 

Investment
name
 

 

 

 

Nature of business
 

 

%
voting
rights
% voting
rights
of AVL*
managed
companies
 

 

 

Cost
£'000
 

 

 

Value
£'000
 

 

 

Cost
£'000
 

 

 

Value**
£'000
 

Change in value for the period**
£'000
Unquoted growth
 investments
               
ELE Advanced
Technologies Limited
Manufacturer of precision
engineering components
41.9 41.9 1,0502,122 1,050 2,288 (166)

 
Lowcosttravelgroup
Limited
Online travel business 5.1 26.1 4551,700 455 1,173 528
Blackbay Limited Provider of mobile data
solutions
4.1 34.9 463865 454 898 (43)
Mirada Medical Limited Developer of medical
imaging software
6.5 45.0 208688 193 739 (66)
Masters
Pharmaceuticals Limited
International distribution of
specialist pharmaceuticals
2.9 20.8 380549 380 525 24
Proveca Limited Repositioning of paediatric
medicines
4.4 39.5 234363 178 197 111
                
DySIS Medical Limited Medical devices for the
detection of epithelial
cancers
3.2

 
22.8

 

 
480

 

 
356

 
474 363 (12)
Rostima Holdings
 Limited
Provider of workforce
management solutions
software
8.9 64.1 345345 246 247 -
Relayware Limited Business collaboration
and communication
solutions
1.4 15.5 325333 231 247 (8)
Process Systems
Enterprise Limited
Provider of process
systems modelling
solutions
1.3 19.8 124320 124 320 -
                
Hilson Moran Holdings
Limited
Multi-disciplinary
engineering consultancy
4.5 50.0 149302 202 378 (6)
Aridhia Informatics
 Limited
Healthcare informatics
and analysis
0.8 6.7 323275 270 277 (55)
Exco Intouch Limited Mobile patient data solutions 1.6 16.1 240246 - - 6
MyMeds&Me Limited Software for managing
pharmaceutical adverse
events
2.2 20.0 198195 132 137 (7)
AMS Sciences Limited Drug development
services to the life-
science industries
3.7 31.8 193183 187 188 (11)
memsstar Limited Refurbisher of
semiconductor
fabrication equipment
1.9 28.6 130174 130 193 (19)
Cisiv Limited Web-based solutions for
healthcare data capture
 and management
1.0 9.9 133133 97 92 4
Omprompt Limited Business to business
 integration software
0.8 20.5 100101 - - 1
Egress Software
Technologies Limited
Provider of cloud-based
email and file encryption
software
0.8 22.6 8095 80 80 15
Oxsensis Limited Developer and
producer of
high temperature
sensors
1.4 20.6 21394 213 93 1
Abcodia Limited Services for validation and
discovery of serum
biomarkers
1.3 21.4 6262 57 57 -
Palm Tree Technology
Limited
Software company 0.2 0.7 10262 102 62 -
                
Grapeshot Limited Provider of digital marketing
 software
0.5 12.7 5555 55 55 -
                
Uctal Limited TV production company 24.2 24.2 55552 555 50 2
                
Silent Herdsman
Holdings Limited
Remote animal health
monitoring
3.3 34.0 10246 82 82 (56)
Chichester Holdings
Limited
Drinks distributor to the
travel sector
5.7 50.0 48435 600 148 4
Sandcroft Avenue Limited Provider of online gym
passes, trading as
PayasUgym.com
0.2 5.3 1412 10 10 (2)
Elements Software Limited Provider of traceability
software solutions
0.7 4.5 44 - - -
                 
Total unquoted growth
investments
      7,201

 
9,767 6,557 8,899 245
Total unquoted
investments
      24,87425,076 22,910 22,438 782

        As at 31 December 2014
(unaudited)
As at 30 June 2014
(audited)
 
 

 

 

Investment
name
 

 

 

 

Nature of business
 

 

%
voting
rights
 voting
rights
of AVL*
managed
companies
 

 

 

Cost
£'000
 

 

 

Value
£'000
 

 

 

Cost
£'000
 

 

 

Value
£'000
Change in the value for the period**
£'000
AIM quoted
investments
               
Mi-Pay Group PLC Provider of mobile
payment services
3.4 36.1 665371 665 406 (35)
Augean PLC Waste
management
0.4 0.4 593191 593 161 31
Avanti
Communications
Group plc
Supplier of
satellite
communications
0.1 0.1 136169 271 329 4
Total AIM
quoted investments
      1,394731 1,529 896 -
 

Total investments
       

26,268
 

25,807
 

24,439
 

23,334
 

782
Realised profit in current period      410
Movement in loan stock accrued interest (net of disposals)      (18)
Total gains on investments as per consolidated statement of
comprehensive income
    1,174

* AVL is Albion Ventures LLP
** As adjusted for additions and disposals between the two accounting periods

The total comparative cost and valuations for 30 June 2014 do not agree to the Annual Report and Financial Statements for the year ended 30 June 2014 as the above list does not include brought forward investments that were fully disposed of in the period.

Non-current  asset realisationsCost
£'000
Opening
carrying
value
£'000
Disposal
proceeds
£'000
Total
realised
gain/(loss)
£'000
Gain/(loss) on
opening
value
£'000
Oakland Care Centre Limited 1,913 3,060 3,346 1,433 286
Tower Bridge Health Clubs Limited 304 854 947 643 93
House of Dorchester Limited 199 355 355 156 -
Avanti Communications plc 135 164 205 70 41
Chichester Holdings Limited (loan stock repayment) 116 116 116 - -
Radnor House School (Holdings) Limited (loan stock repayment) 18 105 105 87 -
Hilson Moran Holdings Limited (loan stock repayment) 54 71 73 19 2
The Charnwood Pub Company Limited (loan stock repayment) 69 69 69 - -
Dunedin Pub Company VCT Limited 74 69 69 (5) -
Helveta Limited 150 22 4 (146) (18)
Total non-current asset realisations3,0324,8855,2892,257404
Current asset realisations     
Dexela Limited - 42 48 48 6
Total realisations3,0324,9275,3372,305410

Summary consolidated statement of comprehensive income

  Unaudited Unaudited Audited
  six months ended
31 December 2014
six months ended
31 December 2013
year ended
30 June 2014
  RevenueCapitalTotal Revenue Capital Total Revenue Capital Total
 Notes£'000£'000£'000 £'000 £'000 £'000 £'000 £'000 £'000
                  
Gains on investments  

2
 

-
 

1,174
1,174  

-
 

888
 

888
 

-
 

1,812
 

1,812
Investment income and deposit interest 3592-592 440 - 440 925 - 925
Investment management fees 4(64)(194)(258) (59) (179) (238) (120) (361) (481)
Other expenses  (142)-(142)(134) - (134) (280) - (280)
Profit before taxation    

386
 

980
 

1,366
 

247
 

709
 

956
 

525
 

1,451
 

1,976
Taxation   --- - - - - - -
Profit and total comprehensive income for the period   386 

 

980
1,366 247  

 

709
956 525  

1,451
1,976
Basic and diluted return per Ordinary share
(pence)*
 

 

 

 

6
 

 

 

 

0.42
 

 

 

 

1.07
 

 

 

 

1.49
 

 

 

 

0.29
 

 

 

 

0.85
 

 

 

 

1.14
 

 

 

 

0.61
 

 

 

 

1.67
 

 

 

 

2.28

* excluding treasury shares

Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 31 December 2013 and the audited statutory accounts for the year ended 30 June 2014.

The accompanying notes form an integral part of this Half-yearly Financial Report.

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 reserve 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 parent company.

Summary consolidated statement of financial position

   Unaudited Audited
   31 December 2014 30 June 2014
  Notes£'000 £'000
       
Non-current assets      
Investments 725,807 27,689
     
Current assets    
Trade and other receivables    362 74
Current asset investments  - 42
Cash and cash equivalents  3,675 1,466
   4,037 1,582
      
Total assets 29,844 29,271
     
Current liabilities    
Trade and other payables  (338) (221)
Net assets 29,506 29,050
      
Equity attributable to equity holders    
 

Ordinary share capital
 

8
 

10,154
 

10,006
Share premium  5,837 5,527
Capital redemption reserve  1,415 1,415
Unrealised capital reserve  (473) 657
Realised capital reserve  2,255 145
Other distributable reserve  10,318 11,300
Total equity shareholders' funds 29,506 29,050
 

Basic and diluted net asset value per share (pence)*
  

32.28
 

32.04

* excluding treasury shares

Comparative figures have been extracted from the audited statutory accounts for the year ended 30 June 2014.

The accompanying notes form an integral part of this Half-yearly Financial Report.

These Financial Statements were agreed by the Board of Directors, and authorised for issue on 27 February 2015 and were signed on its behalf by

Richard Huntingford
Chairman
Company number 03495287

Summary Company statement of financial position

   Unaudited Audited
   31 December 2014 30 June 2014
  Notes£'000 £'000
      
Fixed assets    
Fixed asset investments 725,807 27,689
Investment in subsidiary undertakings  15,556 15,095
  41,363 42,784
     
Current assets    
Trade and other debtors  362 74
Current asset investments  - 42
Cash at bank and in hand  3,617 1,410
   3,979 1,526
      
Creditors: amounts falling due within one year (15,836) (15,260)
     
Net current assets (11,857) (13,734)
      
      
Net assets 29,506 29,050
      
Capital and reserves    
Ordinary share capital 810,154 10,006
Share premium  5,837 5,527
Capital redemption reserve  1,415 1,415
Unrealised capital reserve  25 695
Realised capital reserve  2,046 (64)
Other distributable reserve  10,029 11,471
Total equity shareholders' funds 29,506 29,050
 

Basic and diluted net asset value per share (pence)*
  

32.28
 

32.04

* excluding treasury shares

Comparative figures have been extracted from the statutory accounts for the year ended 30 June 2014.

The accompanying notes form an integral part of this Half-yearly Financial Report.

These Financial Statements were approved by the Board of Directors, and authorised for issue on 27 February 2015 and were signed on its behalf by

Richard Huntingford
Chairman
Company number 03495287

Summary consolidated statement of changes in equity

  Ordinary
share capital £'000
 

Share
premium £'000
Capital redemption
reserve
£'000
Unrealised
capital
reserve 
£'000
Realised
capital
reserve
£'000
Other distributable reserve
£'000
 

 

Total
£'000
 

As at 1 July 2014 (audited)
 

10,006
 

5,527
 

1,415
 

657
 

145
 

11,300
 

29,050
Profit and total comprehensive
 income
- - - 7642163861,366
Transfer of previously unrealised capital gains on sale of investments - - - (1,894)1,894--
Dividends paid - - - --(1,142)(1,142)
Purchase of own shares for treasury (including costs) - - - --(226)(226)
Issue of equity (net of costs) 148 310 - ---458
As at 31 December 2014 (unaudited)10,1545,8371,415(473)2,25510,31829,506
               
 

As at 1 July 2013 (audited)
 

9,300
 

3,756
 

1,283
 

(1,690)
 

1,041
 

13,476
 

27,166
Profit and total comprehensive
 income
- - - 666 43 247 956
Transfer of previously unrealised capital gains on sale of investments - - - (223) 223 - -
Dividends paid - - - - - (1,052) (1,052)
Purchase of own shares for cancellation (including costs) (85) - 85 - - (255) (255)
Issue of equity (net of costs) 25 51 - - - - 76
As at 31 December 2013 (unaudited) 9,240 3,807 1,368 (1,247) 1,307 12,416 26,891
               
               
 

As at 1 July 2013 (audited)
 

9,300
 

3,756
 

1,283
 

(1,690)
 

1,041
 

13,476
 

27,166
Profit and total comprehensive
 income
- - - 1,823 (372) 525 1,976
Transfer of previously unrealised capital losses on sale or write off of investments - - - 524 (524) - -
Dividends paid - - - - - (2,132) (2,132)
Purchase of own shares for treasury (including costs) - - - - - (174) (174)
Purchase of own shares for cancellation (including costs) (132) - 132 - - (395) (395)
Issue of equity (net of costs) 838 1,771 - - - - 2,609
As at 30 June 2014 (audited) 10,006 5,527 1,415 657 145 11,300 29,050

Summary Company reconciliation of movements in shareholders' funds  

  Ordinary
share capital £'000
 

Share
premium £'000
Capital redemption
reserve
£'000
Unrealised
capital
reserve 
£'000
Realised
capital
reserve*
£'000
Other distributable reserve*
£'000
 

 

Total
£'000
 

As at 1 July 2014 (audited)
 

10,006
 

5,527
 

1,415
 

695
 

(64)
 

11,471
 

29,050
Return/(loss) for the period - - -764216(74)906
Revaluation of investment in subsidiaries - - -460--460
Transfer of previously unrealised capital gains on sale of investments - - -(1,894)1,894--
Dividends paid - - ---(1,142)(1,142)
Purchase of own shares for treasury (including costs) - - ---(226)(226)
Issue of equity (net of costs) 148 310 ----458
As at 31 December 2014 (unaudited)10,1545,8371,415252,04610,02929,506

 

As at 1 July 2013 (audited)
 

9,300
 

3,756
 

1,283
 

(167)
 

832
 

12,162
 

27,166
Return for the period - - - 666 43 1,221 1,930
Revaluation of investment in subsidiaries - - - (974) - - (974)
Transfer of previously unrealised capital gains on sale of investments - - - (223) 223 - -
Dividends paid - - - - - (1,052) (1,052)
Purchase of own shares for cancellation (including costs) (85) - 85 - - (255) (255)
Issue of equity (net of costs) 25 51 - - - - 76
As at 31 December 2013 (unaudited) 9,240 3,807 1,368 (698) 1,098 12,076 26,891
       

 
       
As at 1 July 2013 (audited) 9,300 3,756 1,283 (167) 832 12,162 27,166
Return/(loss) for the year - - - 1,823 (372) 2,010 3,461
Revaluation of investment in subsidiaries - - - (1,485) - - (1,485)
Transfer of previously unrealised losses on sale or write off of investments - - - 524 (524) - -
Dividends paid in year - - - - - (2,132) (2,132)
Purchase of shares for treasury (including costs) - - - - - (174) (174)
Purchase of own shares for cancellation (including costs) (132) - 132 - - (395) (395)
Issue of equity (net of costs) 838 1,771 - - - - 2,609
As at 30 June 2014 (audited) 10,006 5,527 1,415 695 (64) 11,471 29,050

* Included within these reserves is an amount of £12,075,000 (31 December 2013: £12,476,000; 30 June 2014: £11,407,000) which is distributable.

Summary consolidated statement of cash flows

   

 

 

 

Note
Unaudited
six months ended
31 December
2014
£'000
Unaudited
six months ended
31 December 2013
£'000
Audited
year ended
30 June
2014
£'000
         
Operating activities        
Investment income received   559 417 880
Deposit interest received   8 13 18
Dividend income received   6 6 29
Investment management fees paid   (117) (238) (473)
Other cash payments   (161) (166) (267)
 

Net cash flows from operating activities
 

 

9
 

 

295
 

 

32
 

 

187
         
Cash flows from investing activities        
Purchase of non-current asset investments    

(2,261)
 

(1,272)
 

(2,539)
Disposal of non-current asset investments    

5,036
 

996
 

1,129
Disposal of current asset investments   48 - -
Net cash flow from investing activities    

2,823
 

(276)
 

(1,410)
         
Cash flows from financing activities        
Equity dividends paid (net of costs of issuing shares under Dividend Reinvestment Scheme)   (1,023) (975) (1,966)
Issue of share capital (net of issue costs)   340 - 2,444
Purchase of shares for treasury   (226) (255) (174)
Purchase of shares for cancellation   - - (395)
Net cash flows used in financing activities    

(909)
 

(1,230)
 

(91)
Increase/(decrease) in cash and cash equivalents    

2,209
 

(1,474)
 

(1,314)
 

Cash and cash equivalents at the start of the period
   

 

1,466
 

 

2,780
 

 

2,780
 

Cash and cash equivalents at the end of the period
 

 

 
 

 

3,675
 

 

1,306
 

 

1,466

Summary Company cashflow statement

 NoteUnaudited
 six months ended
 31 December
2014
£'000
Unaudited
 six months ended
 31 December 2013
£'000
Audited
year ended
30 June
2014
£'000
Operating activities        
Loan stock income received   559 417 880
Deposit interest received   8 13 18
Dividend income received   455 1,933 3,416
Investment management fees paid   (117) (238) (473)
Intercompany interest paid   (449) (1,927) (3,387)
Other cash payments   (161) (166) (267)
Net cash flow from operating activities9295 32 187
         
Taxation        
UK corporation tax   - - -
         
Capital expenditure and financial investments        
Purchase of fixed asset investments   (2,261) (1,272) (2,539)
Disposal of fixed asset investments   5,036 996 1,129
Disposal of current asset investments   48 - -
Net cash flow from investing activities   2,823 (276) (1,410)
         
Equity dividends paid        
Dividends paid (net of costs of shares issued under the dividend reinvestment scheme and unclaimed dividends returned)   (1,023) (975) (1,966)
Net cash flow before financing   2,095 (1,219) (3,189)
         
Financing activities        
Issue of share capital (net of issue costs)   340 - 2,444
Purchase of own shares for treasury (including costs)   (226) (255) (174)
Purchase of own shares for cancellation (including  costs)   - - (395)
Net cash flow from financing   114 (255) 1,875
         
Cash flow in the year   2,209 (1,474) (1,314)

Notes to the unaudited summarised Financial Statements for the six months ended 31 December 2014

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 Generally Accepted Accounting Practice ('UK GAAP') relate to the Company Financial Statements.

Basis of accounting
The Half-yearly Financial Report has been prepared in accordance with 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. This Half-yearly Financial Report has been prepared in accordance with IAS 34 'Interim Financial Reporting'.

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 the companies reporting under IFRS and UK GAAP. The information in this document does not include all of the disclosures required by IFRS and SORP in full annual Financial Statements, and it should be read in conjunction with the consolidated Financial Statements of the Group for the year ended 30 June 2014. This Half-yearly financial information has been prepared applying the accounting policies and presentation that were applied in the preparation of the Group's published consolidated Financial Statements for the year ended 30 June 2014.

These Financial Statements are presented in Sterling to the nearest thousand. Accounting policies have been applied consistently in current and prior periods.

Basis of consolidation
The Group consolidated Financial Statements incorporate the Financial Statements of the Company for the period ended 31 December 2014 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 period dealt within the accounts of the Group is £906,000 (31 December 2013: £1,930,000; 30 June 2014: £3,461,000). 

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 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 and Company's Half-yearly Financial Report requires estimates, assumptions and judgments 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 profit or loss.

The valuation of investments held at fair value through the profit or loss or measured in assessing any impairment of loan stocks is determined by using valuation techniques. The Group and the Company use judgments 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.

The Directors have not yet made a formal decision on the future of CP2 VCT PLC, but the parent Company has undertaken to support the ongoing operations of the subsidiary company.

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 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 deemed to be 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 other distributable 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, 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 other distributable 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 is declared.

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

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

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

Realised capital reserve
The following are disclosed in this reserve: 

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

Other distributable reserve
This reserve accounts for movements from the revenue column of the Statement of comprehensive income, the payment of dividends, the buyback of shares and other non-capital realised movements.

                                

2.    Gains on investments

  Unaudited
six months ended
31 December 2014
£'000
Unaudited
six months ended
 31 December 2013
£'000
Audited
year ended
30 June 2014
£'000
Unrealised gains on investments held at fair value through profit or loss  

706
 

891
 

1,780
Unrealised reversal of impairments/(impairments) measured at amortised cost  

58
 

(18)
 

22
Unrealised gains on non-current asset investments764 873  

1,802
 

Unrealised gains on current asset investments held at fair value through profit or loss
- 7 21
 

 

Unrealised gains on investments
764 880 1,823
 

Realised gains on investments held at fair value through profit or loss
 

 

540
 

 

5
 

-
Realised (losses)/gains on investments measured at amortised cost (136) 3 (11)
Realised gains/(losses) on non-current asset investments404 8  

(11)
       
Realised gains on current asset investments held at fair value through profit or loss 6 - -
      
Realised gains/(losses) on investments410 8 (11)
 1,174 888 1,812

Investments measured at amortised cost are unquoted loan stock investments.

3.    Investment income and deposit interest

  Unaudited
six months ended
31 December 2014
£'000
Unaudited
six months ended
31 December 2013
£'000
Audited
year ended
30 June 2014
£'000
Income recognised on investments held at fair value through profit or loss      
Interest on convertible bonds and debt issued at a discount  

136
 

59
 

145
UK dividend income 6 6 29
 142 65 174
Income recognised on investments measured at amortised cost     
Return on loan stock investments 442 363 732
Bank deposit interest 8 12 19
  450 375 751
  592 440 925

4.    Investment management fees

  Unaudited
six months ended
 31 December 2014
Unaudited
six months ended
 31 December 2013
Audited
year ended
 30 June 2014
  Revenue
£'000
Capital
£'000
Total
£'000
Revenue
£'000
Capital
£'000
Total
£'000
Revenue
£'000
Capital
£'000
Total
£'000
Investment management fee  

 

64
 

 

194
 

 

258
 

 

59
 

 

179
 

 

238
 

 

120
 

 

361
 

 

481

Further details of the management agreement under which the investment management fee is paid are given on page 10 of the Strategic report in the Annual Report and Financial Statements for the year ended 30 June 2014.

During the period, services of a total value of £283,000 (six months ended 31 December 2013: £263,000; year ended 30 June 2014: £531,000) were purchased by the Company from Albion Ventures LLP; comprising £258,000 management fee and £25,000 administration fee. At the financial period end, the amount due to Albion Ventures LLP disclosed as payables was £281,000 (administration fee accrual £13,000, management fee accrual £268,000) (31 December 2013: £131,000; 30 June 2014: £139,500).

Albion Ventures LLP is, from time to time, eligible to receive transaction fees and Directors' fees from portfolio companies. During the period to 31 December 2014, fees of £73,500 attributable to the investments of the Company were received pursuant to these arrangements (30 June 2014: £67,000).

Albion Ventures LLP, the Manager, holds 1,256 Ordinary shares as a result of the fractional entitlement arising on the merger of Crown Place VCT PLC, CP1 VCT PLC and CP2 VCT PLC on 13 January 2006. In addition, Albion Ventures LLP holds a further 16,909 Ordinary shares in the Company.

5.    Dividends

  Unaudited
six months ended
31 December 2014
£'000
Unaudited
six months ended
31 December 2013
£'000
Audited
year ended
 30 June 2014
£'000
First dividend paid on 29 November 2013 (1.25 pence per share)  

 

-
 

 

1,053
 

 

1,053
Second dividend paid on 31 March 2014 (1.25 pence per share) - - 1,079
First dividend paid on 28 November 2014 (1.25 pence per share) 1,142 - -
       
  1,142 1,053 2,132

In addition, the Board has declared a second dividend of 1.25 pence per share for the year ending 30 June 2015. This will be paid on 31 March 2015 to shareholders on the register as at 6 March 2015. This is expected to amount to approximately £1,195,000.

6.    Basic and diluted return per Ordinary share
                                                                                                                                                

  Unaudited
six months ended
 31 December 2014
Unaudited
six months ended
 31 December 2013
Audited
year ended
 30 June 2014
  RevenueCapitalTotal Revenue Capital Total Revenue Capital Total
Return attributable to equity shares (£'000)  

 

 

386
9801,366  

 

 

247
 

 

 

709
 

 

 

956
 

 

 

525
 

 

 

1,451
 

 

 

1,976
Weighted average
shares in issue
(excluding treasury
shares)
 

 

 

 

 

 

91,562,540
 

 

 

 

 

 

84,001,584
 

 

 

 

 

 

86,017,237
Return attributable per Ordinary share (pence) (basic and diluted)  

 

 

 

 

0.42
1.071.49  

 

 

 

 

0.29
 

 

 

 

 

0.85
 

 

 

 

 

1.14
 

 

 

 

 

0.61
 

 

 

 

 

1.67
 

 

 

 

 

2.28

The return per share has been calculated excluding treasury shares of 10,131,410 (31 December 2013: 8,794,410; 30 June 2014: 9,376,410).

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.

7.    Non-current asset investments

 Unaudited
31 December 2014
£'000
Audited
30 June 2014
£'000
Investments held at fair value through profit or loss 16,770 16,692
Investments measured at amortised cost 9,037 10,997
  25,807 27,689

8.    Ordinary share capital

  Unaudited
31 December 2014
£'000
Audited
30 June 2014
£'000
Allotted, called up and fully paid   
101,537,552 Ordinary shares of 10p each (30 June 2014: 100,057,224) 10,154 10,006
     
Voting rights    
91,406,142 Ordinary shares of 10p each (30 June 2014: 90,680,814)    

The Company purchased 755,000 Ordinary shares for treasury during the period at a cost of £226,000 (year ended 30 June 2014: 582,000 shares at a cost of £174,000). The total number of shares held in treasury as at 31 December 2014 was 10,131,410 (30 June 2014: 9,376,410).

During the period, the Company did not purchase any Ordinary shares for cancellation (year ended 30 June 2014: 1,317,000 shares at a cost of £395,000).

Under the terms of the Dividend Reinvestment Scheme dated 26 February 2009, the following Ordinary shares of nominal value 10 pence per share were allotted during the period:

 

 

 

Allotment date
 

 

Number of shares allotted
Aggregate nominal value of shares
(£'000)
 

Issue price
(pence per share)
Net
consideration received
(£'000)
Opening market price on allotment (pence per share)
28 November 2014 389,584 39 30.79   118 30.00

The Company issued the following Ordinary shares of nominal value 10 pence per share under the Albion VCTs Top Up Offers 2013/2014 and the Albion VCTs Prospectus Top Up Offers 2013/2014:

 

 

 

Allotment date
 

 

Number of shares allotted
Aggregate nominal value of shares
(£'000)
 

Issue price
(pence per share)
Net
consideration received
(£'000)
Opening market price on allotment (pence per share)
4 July 2014 23,321 2 31.80   7 30.00
4 July 2014 12,538 1 31.90 4 30.00
4 July 2014 101,104 10 32.10 32 30.00
4 July 2014 (Prospectus) 953,781 95 32.10 297 30.00
  1,090,744 109   340  

9.    Reconciliation of revenue return on ordinary activities before taxation to net cashflow from operating activities

Group and Company Unaudited
six months ended
31 December 2014
£'000
Unaudited
six months ended
31 December 2013
£'000
Audited
year ended
30 June 2014
£'000
     
Revenue return before tax 386 247 525
Capitalised expenses (194) (179) (361)
(Increase)/decrease in accrued amortised loan stock interest (18) 2 20
Decrease in receivables 7 8 -
Increase/(decrease) in payables 114 (46) 3
Net cash flow from operating activities295 32 187

10.   Contingencies and guarantees
There are no external contingencies for or guarantees by the Group or Company as at 31 December 2014 (30 June 2014: nil).

As at 31 December 2014 the Company had the following financial commitments in respect of investments totalling £1,014,000:

  • Active Lives Care Limited, £413,000
  • Ryefield Court Care Limited, £345,000
  • Proveca Limited, £179,000
  • Cisiv Limited, £37,000
  • MyMeds&Me Limited, £22,000
  • Green Highland Renewables (Ledgowan) Limited, £18,000

Under the terms of the Transfer Agreement dated 16 January 2006, the Company 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.

11.   Post balance sheet events

       Since 31 December 2014, the Company has completed the following transactions:

  • Proceeds of £1,400,000 received from the disposal of the investment in Orchard Portman Group (Taunton Hospital Limited);
  • Proceeds of £520,000 received from the repayment of loan stock by Infinite Ventures (Goathill) Limited;
  • Investment of £500,000 in Shinfield Lodge Care Limited;
  • Investment of £20,000 in Cisiv Limited;
  • Investment of £20,000 in Silent Herdsman Holdings Limited;
  •  Investment of £18,000 in Green Highland Renewables (Ledgowan) Limited;
  •  Investment of £18,000 in Regenerco Renewable Energy Limited; and
  •  Investment of £6,000 in AVESI Limited.

Albion VCTs Prospectus Top Up Offers 2014/2015
On 17 November 2014 the Company announced the publication of a prospectus in relation to an offer for subscription for new Ordinary shares. A Securities Note, which forms part of the prospectus, has been sent to shareholders.

A copy of the prospectus may be obtained from www.albion-ventures.co.uk.

The following Ordinary shares of nominal value 10 pence per share were allotted under the Offers since the period end:

Allotment dateNumber of shares allottedAggregate nominal value of shares
(£'000)
Issue price (pence per share)Net consideration received
(£'000)
Opening market price on allotment date (pence per share)
30 January 2015 2,763,025 276 31.80 861 30.00
30 January 2015 1,451,111 145 32.00 453 30.00
  4,214,136 421   1,314  

12.   Risks and uncertainties
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 fixed interest 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 is also subject to regulatory risk, such as those affecting companies involved in UK renewable energy.

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

3.Valuation risk
The Company's investment valuation methodology 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 measured 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. All other unquoted loan stock is measured at amortised cost. The values of a number of investments are also underpinned by independent third party professional valuations.

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, which has a team with significant experience in venture capital trust management, used to operating within the requirements of the venture capital trust legislation. In addition, to provide further formal reassurance, the Board has appointed Robertson Hare LLP as its taxation adviser. Robertson Hare 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. Each investment in a new portfolio company is also pre-cleared with H.M. Revenue & Customs.

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.

The Board and the Manager receive regular updates on new regulation from its auditor, lawyers and other professional bodies. Directors and the Manager have experience of operating or advising at senior levels within quoted businesses.

6. Internal control risk
Failures in key controls, within the Board or within the Manager's business, could put assets of the Group and 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, PKF 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. Karen Brade as Chairman of the Audit and Risk Committee has met with the internal audit partner of PKF Littlejohn LLP in January 2015 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 29 of the Annual Report and Financial Statements for the year ended 30 June 2014.

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 the Company are 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 10 of the Annual Report and Financial Statements for the year ended 30 June 2014). 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 18 to the Annual Report and Financial Statements for the year ended 30 June 2014.

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

13.  Related party transactions
There are no related party transactions or balances requiring disclosure.

14.  Other information
The information set out in the Half-yearly Financial Report does not constitute the Group's statutory accounts within the terms of section 434 of the Companies Act 2006 for the periods ended 31 December 2014 and 31 December 2013 and is unaudited. The financial information for the year ended 30 June 2014 does not constitute statutory accounts within the terms of section 434 of the Companies Act 2006 and is derived from the statutory accounts for the financial year, which have been delivered to the Registrar of Companies. The Auditor's report on those accounts was unqualified and did not contain statements under s498 (2) or (3) of the Companies Act 2006.

15.   Publication
This Half-yearly Financial Report is being sent to shareholders and copies will be made available to the public at the registered office of the Company, Companies House, the National Storage Mechanism and also electronically at http://www.albion-ventures.co.uk/ourfunds/CRWN.htm .

Shareholder returns for CP1 VCT PLC (previously Murray VCT PLC) and CP2 VCT PLC (previously Murray VCT 2 plc) (unaudited)

 

 
Proforma (i)
Murray VCT PLC
Proforma (i)
Murray VCT 2  PLC
 (pence per share)(pence 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
Decrease in net asset value (69.90) (64.50)
Total shareholder return to 6 April 2005 (39.54) (33.59)
     
Shareholder return from April 2005 to 31 December 2014:  
Total dividends paid 16.68 19.77
Decrease in net asset value (7.12) (8.03)
Total shareholder return from April 2005 to 31 December 2014  

9.56
 

11.74
     
Shareholder value since launch:  
Total dividends paid to 31 December 2014 (ii) 47.04 50.68
Net asset value as at 31 December 2014 22.98 27.47
Total shareholder value as at 31 December 2014 70.02 78.15
     
Current dividend objective:  
Pence per share (per annum) 1.78 2.13
Percentage yield on net asset value as at 31 December 2014  

7.7%
 

7.7%

Notes

  1. 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 31 December 2014 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.
     
  2. 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.
Crown Place VCT PLC Split of investment portfolio by sector



This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Crown Place VCT PLC via Globenewswire

HUG#1898061
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