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 2015. This announcement was approved by the Board of Directors on 19 February 2016.

The full Half-yearly Financial Report (which is unaudited) for the period to 31 December 2015, 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 4 March 2016
   
Payment of second dividend 31 March 2016
   
Financial year end 30 June 2016

Financial highlights

  Six months ended Six months ended Year ended
  31 December 2015 31 December 2014 30 June 2015
  (pence per share) (pence per share) (pence per share)
Opening net asset value 30.97 32.04 32.04
Revenue return 0.290.420.73
Capital return 0.251.070.67
Total return 0.54 1.49 1.40
Dividends paid (1.25) (1.25) (2.50)
Impact from issue of share capital - - 0.03
Closing net asset value 30.26 32.28 30.97

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 2015: 
Total dividends paid 25.55
Decrease in net asset value (13.14)
Total shareholder return from April 2005 to 31 December 2015 12.41
   
  
Shareholder value since launch: 
Total dividends paid to 31 December 2015 (i) 50.48
Net asset value as at 31 December 2015 30.26
Total shareholder value as at 31 December 2015 80.74
  
Current dividend objective: 
Pence per share (per annum) 2.50
Dividend yield on net asset value as at 31 December 2015 8.3%

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 annoucement.

Total shareholder value since launch:

 31 December 2015
(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 year ended 30 June 2015 2.50
the six months ended 31 December 2015 1.25
Total dividends paid to 31 December 201550.48
Net asset value as at 31 December 2015 30.26
Total shareholder value as at 31 December 201580.74
   

In addition to the dividends paid above, the Board has declared a second dividend for the year ending 30 June 2016 of 1.25 pence per Crown Place VCT PLC share, to be paid on 31 March 2016 to shareholders on the register as at 4 March 2016.

Interim management report

Results
In the six month period to 31 December 2015, the Company achieved a total return of 0.54 pence per share (31 December 2014: 1.49 pence per share) equivalent to an annualised return of 3.5% on opening net assets (31 December 2014: 9.3%). Following payment of the first dividend for the year of 1.25 pence per share on 30 November 2015, the net asset value as at 31 December 2015 was 30.26 pence per share (30 June 2015: 30.97 pence per share). The total return for the period was £576,000, compared to £1,366,000 at 31 December 2014, of which the revenue profit was £314,000 and the capital profit was £262,000. Investment income and deposit interest were £530,000 and realised and unrealised net gains on investments totalled £481,000. Total expenses, including Investment management fees, were £435,000 (31 Dec 2014: £400,000), equivalent to an ongoing total expense ratio of 2.6% (31 December 2014: 2.7%).

Portfolio review
During the six month period, the Company continued its rate of investment deploying a total of £1,964,000 into qualifying investments, (31 December 2014: £2,261,000). Of this amount, £77,000 related to two new investments and £1,887,000 in several existing portfolio companies to support their continuing growth. The new investments are Panaseer Limited, a cybersecurity company offering a visualisation and data integration platform to the financial services sector and Dickson Financial Services Limited (trading as Innovation Broking), a commercial insurance broking business. Further investments in existing portfolio companies included a total of £735,000 to fund the continued construction of three care homes; Active Lives Care, Ryefield Court Care and Shinfield Lodge Care and £585,000 to fund the purchase and development of Combe Bank School  in Sevenoaks, Kent, by Radnor House School (Holdings).

Investments realised during the period totalled £3,079,000, of which £1,771,000 related to the sale of the Company's investment in Kensington Health Club, achieving return, including interest, of 1.4 times cost and £767,000 of proceeds from the sale of Lowcosttravel, an element of which is deferred, against a cost price of £455,000, achieving a return of 1.7 times cost. The other £541,000 was mainly made up of loan stock repayments and more details can be found in the realisations table below.

The portfolio remains well diversified and benefits from a high proportion of asset-based investments (57% 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. The three care home investments based in Middlesex, Berkshire and Oxfordshire are in their construction phase and progressing well, and are all expected to be completed and commence trading within the next six months.  The asset-based businesses in the renewable energy sector as well as the healthcare, education and leisure sectors continued to generate a good level of income for the Company.

In the growth portfolio, Abcodia, Egress and Masters Pharmaceuticals have continued to grow strongly resulting in an increase in their valuations and are well positioned to deliver further value. Exco Intouch, a relatively new investment in the portfolio, also made excellent progress. Against this, the valuations in Blackbay, Dysis Medical and Proveca were reduced in the period as a result of their current trading levels.  Several companies in the growth portfolio are 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 investment portfolio by sector chart at the bottom of the 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. 

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 30 November 2015. A second dividend of 1.25 pence per share will be paid on 31 March 2016 to shareholders on the register on 4 March 2016. A total annual dividend of 2.50 pence per share has been maintained for the last eight 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 2015, this equates to a 8.3% yield (31 December 2014: 7.7%).

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.

Changes in VCT legislation
The July 2015 budget introduced a number of changes to VCT legislation, including restrictions over the age of investments, a prohibition on management buyouts or the purchase of existing businesses and an overall lifetime investment cap of £12 million from tax-advantaged funds into any portfolio company. While these changes are significant, the Company has been advised that had they been in place previously they would have affected only a relatively small minority of the investments that we have made into new portfolio companies over recent years. The Board's current view is that there will be no material change in our investment policy as a result.

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 smaller, unquoted companies. 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 normally 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 743,000 shares at a total cost of £215,000, 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 57 of the Annual Report and Financial Statements for the year ended 30 June 2015. 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 2015/2016
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 2015. Your Board has elected to exercise the over-allotment facility referred to in the prospectus and accordingly, the maximum amount that may be raised by the Company is £6 million, of which £3.2 million has been raised to date. 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 29 January 2016 are shown in note 11.

Board change
Rachel Beagles retired from the Board on 12 November 2015 after 9 years with the Company. I would like to thank her for her excellent work, particularly as Chairman of the Audit Committee, and many years of wise counsel. James Agnew was appointed as a Director on 1 November 2015. James has extensive experience in investment banking and private equity fund management and is currently a partner at Harwood Capital Management.  

Outlook 
Despite recent market turbulence, the UK economy generally continues to grow and we remain cautiously optimistic.  Growth seems likely to continue in 2016, allowing smaller businesses such as those in the Company's portfolio, to prosper.

The Board has carefully reviewed the recent changes in VCT legislation and believes that these will not have a material impact on the business. The Company will therefore continue its strategy of pursuing a broadly-diversified investment policy with a significant proportion of asset-based investments that provide both a strong income stream and a degree of capital protection, and a less proportion of higher risk companies with greater growth prospects.

The proceeds from the recent realisations of certain of our more mature investments will allow us both to invest in new companies that meet our investment requirements and to develop further our existing companies, whilst also maintaining our policy of paying regular and predictable dividends to shareholders. Accordingly, the Board believes that your Company remains well-positioned to deliver value to shareholders as a long-term, tax-efficient savings product.

Richard Huntingford  
Chairman  

19 February 2016

Responsibility statement

The Directors, Richard Huntingford, James Agnew, 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 condensed set of Financial Statements for the period to 31 December 2015 we, the Directors, confirm that to the best of our knowledge:

  1. the condensed 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 condensed 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 2015 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).

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

By order of the Board of Directors

Richard Huntingford
Chairman
19 February 2016

Portfolio of investments

The following is a summary of non-current investments with a value as at 31 December 2015:

        As at 31 December 2015
(unaudited)
As at 30 June 2015
(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 schools for
children ages 5-18
9.0 50.0 2,9714,913 2,467 3,916 493
The Crown Hotel
Harrogate Limited
Owner and operator of
the Crown Hotel, Harrogate
15.0 50.0 2,9761,876 2,976 1,866 10
Chonais River Hydro
Limited
Hydro-electric power generator 2.1 25.0 1,5491,711 1,549 1,654 58
Gharagain River
Hydro Limited
Hydro power project
in Scotland
3.1 25.1 1,1161,278 1,116 1,215 63
Shinfield Lodge Care
Limited
Owner and operator of a
residential care home for the
elderly in Berkshire
6.8 35.7 1,1701,206 900 911 25
Active Lives Care Limited Owner and operator of a
residential care home for the
elderly in Oxford
6.8 45.1 1,0281,068 728 747 22
The Stanwell Hotel
Limited
Owner and operator of
the Stanwell Hotel at
Heathrow Airport
10.8 50.0 1,682779 1,574 655 16
Kew Green VCT
(Stansted) Limited
Owner and operator of
the 'Holiday Inn Express' at
Stansted Airport
2.0 50.0 880771 955 822 24
The Street by Street
Solar Programme
Limited
Photovoltaic installations 4.4 50.0 461654 461 646 9
Ryefield Court Care
Limited
Owner and operator of a
residential care home for the
elderly in Greater London
5.6 35.5 620643  

 

455
 

 

465
14
                
Earnside Energy Limited Anaerobic digestion 6.1 50.0 561632 485 575 (19)
Bravo Inns II Limited Owner and operator of
freehold pubs
3.6 50.0 595613 595 609 4
Alto Prodotto Wind
Limited
Wind power generator

 
4.1 50.0 371547 371 547 -
The Charnwood Pub
Company Limited
Owner and operator of
freehold pubs
6.9 50.0 631489 700 552 6
Regenerco Renewable
Energy Limited
Photovoltaic installations 3.4 50.0 344447 344 430 18
Infinite Ventures (Goathill) Limited Wind power generator

 
6.1 31.0 256256 256 256 -
Bravo Inns Limited Owner and operator of
freehold pubs
2.6 50.0 306222 230 146 -
Harvest AD Limited Small scale anaerobic
Digestion project
- - 164164 164 164 -
Erin Solar Limited Photovoltaic installations 5.7 50.0 160157 160 157 -
AVESI Limited Photovoltaic installations 3.8 50.0 123156 123 149 7
The Weybridge Club
Limited
Owner and operator of
a freehold health and
fitness club in Surrey
1.2 50.0 227109 223 108 (3)
Greenenerco Limited Wind power generator 1.9 50.0 6599 65 98 1
Premier Leisure
(Suffolk) Limited
Former freehold cinema owner 5.4 47.4 9592 95 92 -
Total unquoted asset-
based investments
      18,35118,882 16,992 16,780 748

        As at 31 December 2015
(unaudited)
As at 30 June 2015
(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 1,0502,090 1,050 2,112 (22)

 
Mirada Medical Limited Developer of medical
imaging software
6.5 45.0 265684 265 686 (2)
Blackbay Limited Provider of mobile data
solutions
4.1 34.9 463672 463 772 (100)
Masters
Pharmaceuticals Limited
International distribution of
specialist pharmaceuticals
2.8 19.7 212423 380 608 26
Exco Intouch Limited Mobile patient data solutions 1.7 17.3 290422 290 406 15
Hilson Moran Holdings
Limited
Multi-disciplinary
engineering consultancy
3.1 34.7 115422 138 369 84
Relayware Limited Business collaboration
and communication
solutions
1.6 17.3 417422 325 337 (7)
MyMeds&Me Limited Software for managing
pharmaceutical adverse
events
3.3 29.9 255398 220 344 19
DySIS Medical Limited Medical devices for the
detection of epithelial
cancers
3.4

 
23.9

 

 
624

 

 
388

 
544 404 (96)
Proveca Limited Repositioning of paediatric
medicines
5.1 45.9 290371 290 433 (63)
                
Process Systems
Enterprise Limited
Provider of process
systems modelling
solutions
1.3 19.8 138363 124 328 21
Aridhia Informatics
 Limited
Healthcare informatics
and analysis
2.1 15.4 350245 323 252 (34)
Abcodia Limited Services for validation and
discovery of serum
biomarkers
2.0 22.7 177217 177 197 20
Cisiv Limited Web-based solutions for
healthcare data capture
 and management
2.6 27.2 170212 170 230 (18)
memsstar Limited Refurbisher of
semiconductor
fabrication equipment
3.0 44.7 130176 130 202 (26)
Silent Herdsman
Holdings Limited
Remote animal health
monitoring
3.6 36.4 153138 153 78 59
Egress Software
Technologies Limited
Provider of cloud-based
email and file encryption
software
0.8 22.0 80117 80 100 17
Grapeshot Limited Provider of digital marketing
 software
0.6 12.7 101113 61 61 12
OmPrompt Holdings
Limited
Business to business
 integration software
0.8 19.7 100102 100 102 -
AMS Sciences Limited Drug development
services to the life-
science industries
3.7 49.6 193100 193 182 (82)
Oxsensis Limited Developer and
producer of
high temperature
sensors
1.4 20.6 22499 224 99 -
Palm Tree Technology
Limited
Software company 0.2 0.7 10262 102 62 -
Panaseer Limited Provider of cyber security
threat analysis
1.0 7.8 5050 - - -
Dickson  Financial
Services Limited
Commercial insurance broker,
trading as Innovation Broking
2.7 30.0 2727 - - -
Chichester Holdings
Limited
Drinks distributor to the
travel sector
2.3 15.0 27623 275 27 (4)
Sandcroft Avenue
Limited
Provider of online gym
passes, trading as
PayasUgym.com
0.2 5.6 2022 14 12 4
                
Elements Software
Limited
Provider of traceability
software solutions
0.7 4.5 44 4 4 -
                
Uctal Limited TV production company 24.2 24.2 11 1 1 -
                
                 
Total unquoted growth
investments
      6,277

 
8,363 6,096 8,408 (177)
Total unquoted
investments
      24,62827,245 23,088 25,188 571

       As at 31 December 2015
(unaudited)
As at 30 June 2015
(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
Quoted
investments
               
Mi-Pay Group PLC Provider of mobile
payment services
3.3 34.7 713355 713 383 (27)
Augean PLC Waste
management
0.4 0.4 593183 593 186 (4)
Avanti
Communications
Group plc
Supplier of
satellite
communications
0.1 0.1 136111 136 132 (21)
ComOps Limited Provider of workforce
management solutions
software
0.2 1.4 1312 - - (1)
Total quoted
investments
      1,455661 1,442 701 (53)
 

Total investments
       

26,083
 

27,906
 

24,530
 

25,889
 

518
        
        
Total change in value of investments    518
Movement in loan stock accrued interest      37
Unrealised gains sub-total    555
Realised losses in current period      (74)
Total gains on investments as per consolidated statement of
comprehensive income
    481

* 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 2015 do not agree to the Annual Report and Financial Statements for the year ended 30 June 2015 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
(Loss)/gain  on
opening
value
£'000
Kensington Health Clubs Limited 1,807 1,779 1,771 (36) (8)
Lowcosttravelgroup Limited 455 821 767 312 (54)
Masters Pharmaceuticals Limited (loan stock repayment) 203 247 246 43 (1)
Radnor House School (Holdings) Limited (loan stock repayment) 81 81 81 - -
The Charnwood Pub Company Limited (loan stock repayment) 76 76 76 - -
Kew Green VCT (Stansted) Limited (loan stock repayment) 75 75 75 - -
Hilson Moran Holdings Limited (loan stock repayment) 24 32 32 8 -
House of Dorchester Limited (escrow revaluation) - - 13 13 13
Rostima Holdings Limited 63 42 13 (50) (29)
Tower Bridge Health Clubs Limited (escrow revaluation) - - 5 5 5
Total realisations2,7843,1533,079295(74)

Condensed consolidated statement of comprehensive income

  Unaudited Unaudited Audited
  six months ended
31 December 2015
six months ended
31 December 2014
year ended
30 June 2015
  RevenueCapitalTotal Revenue Capital Total Revenue Capital Total
 Notes£'000£'000£'000 £'000 £'000 £'000 £'000 £'000 £'000
           
Gains on investments 2-481481 - 1,174 1,174 - 1,036 1,036
Investment income and deposit interest  

 

3
530 

 

-
 

 

530
592  

 

-
 

 

592
1,105  

 

-
 

 

1,105
Investment management fees  

4
 

(72)
 

(219)
 

(291)
 

(64)
 

(194)
 

(258)
 

(133)
 

(397)
 

(530)
Other expenses  (144)-(144) (142) - (142) (272) - (272)
Profit before taxation  

314
 

262
 

576
 

386
 

980
 

1,366
 

700
 

639
 

1,339
Taxation  --- - - - - - -
Profit and total comprehensive income for the period 314262576 386  

 

980
1,366 700  

639
1,339
Basic and diluted return per Ordinary share
(pence)*
60.290.250.54 0.42 1.07 1.49 0.73 0.67 1.40
            

* excluding treasury shares

Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 31 December 2014 and the audited statutory accounts for the year ended 30 June 2015.

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.

Condensed consolidated balance sheet

  Unaudited Audited
  31 December
2015
30 June
2015
 Notes£'000 £'000
     
Non-current assets    
Investments 727,906 28,531
     
Current assets    
Trade and other receivables less than one year  760 788
Cash and cash equivalents  4,503 4,006
   5,263 4,794
      
Total assets 33,169 33,325
     
Current liabilities    
Trade and other payables less than one year  (226) (244)
Net assets 32,943 33,081
     
Equity attributable to equity holders    
 

Ordinary share capital
 

8
 

12,046
 

11,767
Share premium  9,817 9,234
Capital redemption reserve  1,415 1,415
Unrealised capital reserve  1,798 1,612
Realised capital reserve  (95) (171)
Other distributable reserve  7,962 9,224
Total equity shareholders' funds 32,943 33,081
 

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

30.26
 

30.97

* excluding treasury shares

Comparative figures have been extracted from the audited statutory accounts for the year ended 30 June 2015.

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 19 February 2016 and were signed on its behalf by

Richard Huntingford
Chairman

Company number 03495287

Condensed Company balance sheet

  Unaudited Audited
  31 December
2015
30 June
2015
 Notes£'000 £'000
     
Fixed assets    
Investments 727,906 28,531
Investment in subsidiary undertakings  6,622 6,619
  34,528 35,150
     
Current assets    
Investment in subsidiary undertakings  8,228 8,473
Trade and other receivables less than one year  760 788
Cash and cash equivalents  4,446 3,950
   13,434 13,211
      
Total assets 47,962 48,361
     
Creditors: amounts falling due within one year    
Trade and other payables less than one year  (15,019) (15,280)
      
Net assets 32,943 33,081
     
Equity attributable to equity holders     
Ordinary share capital 812,046 11,767
Share premium  9,817 9,234
Capital redemption reserve  1,415 1,415
Unrealised capital reserve  1,591 1,647
Realised capital reserve  (304) (380)
Other distributable reserve  8,378 9,398
Total equity shareholders' funds 32,943 33,081
 

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

30.26
 

30.97

* excluding treasury shares

Comparative figures have been extracted from the audited statutory accounts for the year ended 30 June 2015.

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 19 February 2016 and were signed on its behalf by

Richard Huntingford
Chairman

Company number 03495287

Condensed 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 2015
11,7679,2341,4151,612(171)9,22433,081
Return/(loss) and total comprehensive
income
- - - 555 (293) 314 576
Transfer of previously unrealised gains on sale or write off of investments - - - (369) 369 - -
Dividends paid - - - - - (1,361) (1,361)
Purchase of shares for treasury (including costs) - - - - - (215) (215)
Issue of equity 279 605 - - - - 884
Cost of issue of equity - (22) - - - - (22)
As at 31 December 2015 12,0469,8171,4151,798(95)7,96232,943
 

As at 1 July 2014
 

10,006
 

5,527
 

1,415
 

657
 

145
 

11,300
 

29,050
Return/(loss) and total comprehensive
 income
- - - 764 216 386 1,366
Transfer of previously unrealised gains on sale of investments - - - (1,894) 1,894 - -
Dividends paid - - - - - (1,142) (1,142)
Purchase of shares for treasury (including costs) - - - - - (226) (226)
Issue of equity 148 322 - - - - 470
Cost of issue of equity - (12) - - - - (12)
As at 31 December 2014 10,154 5,837 1,415 (473) 2,255 10,318 29,506
 

As at 1 July 2014
 

10,006
 

5,527
 

1,415
 

657
 

145
 

11,300
29,050
Return/(loss) and total comprehensive
 Income
- - - 759 (120) 700 1,339
Transfer of previously unrealised losses on sale or write off of investments - - - 196 (196) - -
Dividends paid - - - - - (2,337) (2,337)
Purchase of shares for treasury (including costs) - - - - - (439) (439)
Issue of equity 1,761 3,860 - - - - 5,621
Cost of issue of equity - (153) - - - - (153)
As at 30 June 2015 11,767 9,234 1,415 1,612 (171) 9,224 33,081

Condensed Company 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 2015
11,767 9,234 1,415 1,647 (380) 9,398 33,081
Return/(loss) and total comprehensive income - - - 555 (293) 556 818
Revaluation of investment in subsidiaries - - - (242) - - (242)
Transfer of previously unrealised gains on sale of investments - - - (369) 369 - -
Dividends paid - - - - - (1,361) (1,361)
Purchase of shares for treasury (including costs) - - - - - (215) (215)
Issue of equity 279 605 - - - - 884
Cost of issue of equity - (22) - - - - (22)
As at 31 December 201512,0469,8171,4151,591(304)8,37832,943
 

As at 1 July 2014
 

10,006
 

5,527
 

1,415
 

695
 

(64)
 

11,471
 

29,050
Return/(loss) and total comprehensive income - - - 764 216 (74) 906
Revaluation of investment in subsidiaries - - - 460 - - 460
Transfer of previously unrealised gains on sale of investments - - - (1,894) 1,894 - -
Dividends paid - - - - - (1,142) (1,142)
Purchase of shares for treasury (including costs) - - - - - (226) (226)
Issue of equity 148 322 - - - - 470
Cost of issue of equity - (12) - - - - (12)
As at 31 December 2014 10,154 5,837 1,415 25 2,046 10,029 29,506
As at 1 July 2014 10,006 5,527 1,415 695 (64) 11,471 29,050
Return/(loss) and total comprehensive income - - - 759 (120) 703 1,342
Revaluation of investment in subsidiaries - - - (3) - - (3)
Transfer of previously unrealised losses on disposal of investments - - - 196 (196) - -
Dividends paid - - - - - (2,337) (2,337)
Purchase of shares for treasury (including costs) - - - - - (439) (439)
Issue of equity 1,761 3,860 - - - - 5,621
Cost of issue of equity - (153) - - - - (153)
As at 30 June 2015 11,767 9,234 1,415 1,647 (380) 9,398 33,081

* Included within these reserves is an amount of £8,074,000 (31 December 2014: £12,075,000; 30 June 2015: £9,018,000) which is considered distributable.

Condensed consolidated statement of cash flows

 




Note
Unaudited
six months
ended
31 December
2015

£'000
Unaudited
six months
ended
31 December
2014
£'000
Audited
year
ended
30 June
2015
£'000
         
Operating activities        
Investment income received   540 559 965
Deposit interest received   22 8 30
Dividend income received   6 6 51
Investment management fees paid   (290) (117) (512)
Other cash payments   (150) (161) (282)
 

Net cash flows from operating activities
 

 

9
 

 

128
 

 

295
 

 

252
         
Cash flows from investing activities        
Purchase of non-current asset investments    

(1,964)
 

(2,261)
 

(7,006)
Disposal of non-current asset investments    

2,456
 

5,084
 

7,187
Net cash flow from investing activities    

492
 

2,823
 

181
         
Cash flows from financing activities        
Issue of share capital   1,271 340 4,614
Equity dividends paid   (1,166) (1,023) (2,078)
Cost of issue of equity   - - (4)
Purchase of shares for treasury   (228) (226) (425)
Net cash flows used in financing activities    

(123)
 

(909)
 

2,107
Increase in cash and cash equivalents    

497
 

2,208
 

2,540
 

Cash and cash equivalents at the start of the period
   

 

4,006
 

 

1,466
 

 

1,466
 

Cash and cash equivalents at the end of the period
 

 

 
 

 

4,503
 

 

3,675
 

 

4,006

Condensed Company statement of cash flows

 NoteUnaudited
six months
ended
31 December
2015
£'000
Unaudited
six months
ended
31 December
2014
£'000
Audited
year
ended
30 June
2015
£'000
Cash flow from operating activities        
Loan stock income received   540 559 965
Deposit interest received   22 8 30
Dividend income received   697 455 1,866
Investment management fees paid   (290) (117) (512)
Intercompany interest paid   (691) (449) (1,815)
Other cash payments   (150) (161) (282)
Net cash flow from operating activities9128 295 252
         
Cash flow from investing activities        
Purchase of fixed asset investments   (1,964) (2,261) (7,006)
Disposal of fixed asset investments   2,456 5,084 7,187
Net cash flow from investing activities   492 2,823 181
         
Cash flow from financing activities        
Issue of share capital   1,271 340 4,614
Cost of issue of equity   - - (4)
Equity dividends paid   (1,166) (1,023) (2,078)
Purchase of shares for treasury   (228) (226) (425)
         
Net cash flow from financing activities   (123) (909) 2,107
         
Increase in cash and cash equivalents   497 2,208 2,540
Cash and cash equivalents at the start of the period   3,950 1,410 1,410
Cash and cash equivalents at the end of period   4,446 3,617 3,950
         

Notes to the unaudited condensed Financial Statements
            for the six months ended 31 December 2015
                                
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. Following the publication of FRS 100 'Application of Financial Reporting Requirements' by the Financial Reporting Council, the Company is required to change the accounting framework for its individual financial statements that currently adopt United Kingdom Generally Accepted Accounting Standards ('UK GAAP'). It is intended for the year ended 30 June 2016 that the company adopt FRS 101 "Reduced Disclosure Framework", which is based on the recognition and measurement requirements of International Financial Reporting Standards ('EU IFRS') as adopted by the European Union.

Objections to the use of the disclosure exemptions may be served by a shareholder or shareholders holding in aggregate 5% or more of the total allotted shares of the Company in writing to Vikash Hansrani, Finance Director, at its registered office 1 King's Arms Yard, London, EC2R 7AF not later than 30 April 2016.

The group's consolidated financial statements are unaffected by this change and will continue to be prepared in accordance with EU IFRS.

            Basis of accounting
The Half-yearly Financial Report has been prepared in accordance with EU IFRS (and therefore comply with Article 4 of the EU IAS regulation). 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 2014, 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. The information in this document does not include all of the disclosures required by IFRS and the 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 2015. 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 2015.

These Financial Statements are presented in Sterling to the nearest thousand. This is the first period in which the Company financial statements have been prepared under the recognition and measurement principles of FRS 101. This has not led to a material change in value and so has not led to a restatement of comparatives.

Basis of consolidation
The Group consolidated Financial Statements incorporate the Financial Statements of the Company for the period ended 31 December 2015 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 £818,000 (31 December 2014: £906,000; 30 June 2015: £1,342,000). 

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.

CP2 VCT PLC is a wholly-owned subsidiary of the Company. CP2 VCT PLC transferred its business to Crown Place VCT PLC and ceased trading with effect from the date of merger on 12 January 2006. Since then, CP2 VCT PLC has had no further business other than to hold cash and intercompany balances. CP2 VCT PLC had significant tax losses which have been utilised by the Company through group relief. As the tax losses were depleted, the Directors decided to place CP2 VCT PLC into Members' Voluntary Liquidation. BDO LLP, were appointed to undertake this task on 14 December 2015 and it is expected that CP2 VCT PLC will be liquidated within a period of at least twelve months from the date the Group's published consolidated Financial Statements for the year ended 30 June 2015 were approved, being 13 October 2016.

The above decision does not affect CP1 VCT PLC, which continues to be a wholly supported 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', 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 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", 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". 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, 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
2015
£'000
Unaudited
six months
ended
31 December
2014
£'000
Audited
year
ended
30 June
2015
£'000
Unrealised gains on investments held at fair value through profit or loss  

396
 

706
 

185
Unrealised reversal of impairments measured at amortised cost  

159
 

58
 

574
 

 

Unrealised gains on investments
555 764 759
 

Realised (losses)/gains on investments held at fair value through profit or loss
 

 

(45)
 

 

540
 

487
Realised losses on investments measured at amortised cost (29) (136) (216)
Realised (losses)/gains on non-current asset investments(74) 404  

271
       
Realised gains on current asset investments held at fair value through profit or loss - 6 6
      
Realised (losses)/gains on investments(74) 410 277
 481 1,174 1,036

Investments measured at amortised cost are unquoted loan stock investments.

3.          Investment income and deposit interest

 Unaudited
six months
ended
31 December
2015
£'000
Unaudited
six months
ended
31 December
2014
£'000
Audited
year
ended
30 June
2015
£'000
Income recognised on investments held at fair value through profit or loss     
Interest on convertible bonds and debt issued at a discount  

181
 

136
 

295
UK dividend income 6 6 51
 187 142 346
Income recognised on investments measured at amortised cost     
Return on loan stock investments 321 442 729
Bank deposit interest 22 8 30
  343 450 759
  530 592 1,105

4.    Investment management fees

 Unaudited
six months ended
 31 December 2015
Unaudited
six months ended
 31 December 2014
Audited
year ended
 30 June 2015
 Revenue
£'000
Capital
£'000
Total
£'000
Revenue
£'000
Capital
£'000
Total
£'000
Revenue
£'000
Capital
£'000
Total
£'000
Investment management fee  

 

72
 

 

219
 

 

291
 

 

64
 

 

194
 

 

258
 

 

133
 

 

397
 

 

530

       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 2015.

During the period, services of a total value of £316,000 (six months ended 31 December 2014: £283,000; year ended 30 June 2015: £580,000) were purchased by the Company from Albion Ventures LLP; comprising £291,000 management fee and £25,000 administration fee. At the financial period end, the amount due to Albion Ventures LLP disclosed as payables was £157,500 (administration fee accrual £12,500, management fee accrual £145,000) (31 December 2014: £281,000; 30 June 2015: £156,500).

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 2015, fees of £69,700 attributable to the investments of the Company were received pursuant to these arrangements (31 December 2014: £73,500; 30 June 2015: £211,000).

Albion Ventures LLP, the Manager, holds 52,079 Ordinary shares in the Company.

5.    Dividends

 Unaudited
six months
ended
31 December
2015
£'000
Unaudited
six months
ended
31 December
2014
£'000
Audited
year
ended
30 June
2015
£'000
First dividend paid on 28 November 2014 (1.25 pence per share)  

 

-
 

 

1,142
 

 

1,142
Second dividend paid on 31 March 2015 (1.25 pence per share) - - 1,195
First dividend paid on 30 November 2015 (1.25 pence per share) 1,361 - -
       
 1,361 1,142 2,337

In addition, the Board has declared a second dividend of 1.25 pence per share for the year ending 30 June 2016. This will be paid on 31 March 2016 to shareholders on the register as at 4 March 2016. This is expected to amount to approximately £1,477,000.

6.    Basic and diluted return per Ordinary share
                                                                                                                                                

 Unaudited
six months ended
 31 December 2015
Unaudited
six months ended
 31 December 2014
Audited
year ended
 30 June 2015
 RevenueCapitalTotal Revenue Capital Total Revenue Capital Total
Return attributable to equity shares (£'000) 314262576 386 980 1,366 700 639 1,339
Weighted average
shares in issue
(excluding treasury
shares)
107,785,226 91,562,540 95,555,497
Return attributable per Ordinary share (pence) (basic and diluted) 0.290.250.54 0.42 1.07 1.49 0.73 0.67 1.40

The return per share has been calculated excluding treasury shares of 11,595,410 (31 December 2014: 10,131,410; 30 June 2015: 10,852,410).

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 2015
£'000
Audited
30 June 2015
£'000
Investments held at fair value through profit or loss 18,991 18,445
Investments measured at amortised cost 8,915 10,086
  27,906 28,531

8.    Ordinary share capital

  Unaudited
31 December
2015
£'000
Audited
30 June
2015
£'000
Allotted, called up and fully paid   
120,464,471 Ordinary shares of 10p each (30 June 2015: 117,667,064) 12,046 11,767
     
Voting rights    
108,869,061 Ordinary shares of 10p each (30 June 2015: 106,814,654)    

The Company purchased 743,000 Ordinary shares for treasury during the period at a cost of £215,000 (year ended 30 June 2015: 1,476,000 shares at a cost of £439,000). The total number of shares held in treasury as at 31 December 2015 was 11,595,410 (30 June 2015: 10,852,410).

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

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 November 2015 641,404 64 30.32 195 29.00

The Company issued the following Ordinary shares of nominal value 10 pence per share under the Albion VCTs Prospectus Top Up Offers 2014/2015:

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 September 2015 2,156,003 216 32.00 669 29.00

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
2015
£'000
Unaudited
six months
ended
31 December
2014
£'000
Audited
year
ended
30 June
2015
£'000
    
Revenue return before tax 314 386 700
Capitalised expenses (219) (194) (397)
Increase/(decrease) in accrued amortised loan stock interest 37 (18) (69)
Decrease in receivables 6 7 -
(Decrease)/increase in payables (10) 114 18
Net cash flow from operating activities128 295 252

10.   Contingencies and guarantees
There are no external contingencies for or guarantees by the Group or Company as at 31 December 2015 (30 June 2015: nil).

As at 31 December 2015 the Company had the following financial commitments in respect of investments totalling £1,731,000 (2014: £1,014,000):

  • Shinfield Lodge Care Limited, £830,000
  • Ryefield Court Care Limited, £480,000
  • Active Lives Care Limited, £322,000
  • Grapeshot Limited, £40,000
  •  Dysis Medical Limited, £28,000
  • Aridhia Informatics Limited, £27,000
  • The Weybridge Club Limited, £4,000

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 2015, the Company has completed the following transactions:

  • Investment of £450,000 in Shinfield Lodge Care Limited;
  • Investment of £100,000 in Ryefield Court Care Limited;
  • Investment of £42,000 in InCrowd Sports Limited;
  • Investment of £1,000 in The Weybridge Club Limited;

Albion VCTs Prospectus Top Up Offers 2015/2016
On 17 November 2015 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)
29 January 2016 5,883,837 588 31.00 1,788 28.50
29 January 2016 3,383,685 338 31.10 1,026 28.50
  9,267,522 927   2,814  

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. The Manager invests in a diversified portfolio of companies, across a number of sectors of the economy, thus spreading investment risk. 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 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 are commented on further in notes 9 and 18 of the Annual Report and Financial Statements for the year ended 30 June 2015.  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. VCT 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 Philip Hare and Associates LLP as its taxation adviser. Philip Hare and Associates 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. VCT regulatory risk
The Company is required to comply with regular changes to VCT specific regulations including the latest ones relating to European State Aid regulations which are enacted by the UK Government. Non-compliance could result in a loss of VCT status and/or demands for repayment of State Aid by a portfolio company or by VCT investors.

The Board receives advice from Robertson Hare LLP in respect of these requirements and conducts its affairs in order to comply with these requirements. The Manager engages regularly with policy makers on regulation. In addition, the Board places reliance upon the skills and expertise of the Manager in investing in this segment of the market.

6. Compliance risk
The Company is listed on The London Stock Exchange and is required to comply with the rules of the UK Listing Authority, as well as with the Companies Act, Accounting Standards and other legislation. Failure to comply with these regulations could result in a delisting of the Company's shares, or other penalties under the Companies Act or from financial reporting oversight bodies.

Board members and the Manager have experience of operating at senior levels within or advising quoted businesses. In addition, the Board and the Manager receive regular updates on new regulation from its auditor, lawyers and other professional bodies. The Company is subject to compliance checks via the Manager's Compliance Officer. The Manager reports monthly to its Board on any issues arising from compliance or regulation. These controls are also reviewed as part of the quarterly Manager Board meetings, and also as part of the review work undertaken by the Manager's Compliance Officer. The report on controls is evaluated by Internal Audit during its reports.

7. 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 Auditor, 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 the Chairman of the Audit and Risk Committee met with the internal audit partner of PKF Littlejohn LLP in January 2016 to discuss the most recent Internal Audit Report on the Manager. The Manager has a comprehensive business continuity plan in place in the event that operational continuity is threatened. Further details regarding the Board's management and review of the Company's internal controls through the implementation of the Turnbull guidance are detailed on page 30 of the Annual Report and Financial Statements for the year ended 30 June 2015.

Measures are in place to mitigate information security risk in order to ensure the integrity, availability and confidentiality of information used within the business.

8. Reliance upon third parties risk
The Group and the Company are reliant upon the services of Albion Ventures LLP and other third party service providers 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 further detail, see the Management agreement paragraph on pages 10 and 11 of the Annual Report and Financial Statements for the year ended 30 June 2015). In addition, the Manager has demonstrated to the Board that there is no undue reliance placed upon any one individual within Albion Ventures LLP. The Board monitors the performance of other third party service providers annually.

9. Financial risk
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 of the Annual Report and Financial Statements for the year ended 30 June 2015.

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.

10. Reputational risk
This arises from broader performance and ethical issues, including investment in businesses and sectors that are inconsistent with the values of Board and the VCT or, by the Boards of portfolio companies taking actions which similarly are inconsistent with the values of the VCT.

The Board clearly articulates to the Investment Manager its broader aims and standards including those sectors which are consistent with the values of the Board. The Board regularly reviews the performance and investment strategy of the Investment Manager. The Investment Manager periodically attends Board meetings of the VCT's portfolio companies and across the portfolio receives periodic management information and is alert to potential threats to reputation.

13.   Related party transactions
       Other than transactions with 100 per cent. owned Group companies and those with the Manager as disclosed in note 4, there are no other related party transactions.

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 2015 and 31 December 2014 and is unaudited. The financial information for the year ended 30 June 2015 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 2015:  
Total dividends paid 18.47 21.90
Decrease in net asset value (8.57) (9.75)
Total shareholder return from April 2005 to 31 December 2015  

9.90
 

12.15
   
Shareholder value since launch:  
Total dividends paid to 31 December 2015 (ii) 48.83 52.81
Net asset value as at 31 December 2015 21.53 25.75
Total shareholder value as at 31 December 2015 70.36 78.56
   
Current dividend objective:  
Pence per share (per annum) 1.78 2.13
Dividend yield on net asset value as at 31 December 2015  

8.3%
 

8.3%

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 2015 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#1987437
UK 100

Latest directors dealings