Final Results

RNS Number : 4937J
Income & Growth VCT (the) PLC
18 December 2015
 

The Income & Growth VCT plc

 

Annual Financial Results of the Company for the Year ended 30 September 2015

 

Financial Highlights

 

-

Net asset value total return per share was 8.5% for the year.

-

Share price total return per share was 7.7% for the year.

-

Dividends paid and proposed in respect of the year total 12.00 pence per share. The proposed final dividend of 6.00 pence per share, if approved, will bring cumulative dividends paid to shareholders in respect of the past five years to 70.00 pence per share.

-

This has been another exceptional year for realisations in which a total of £11.47 million was received as cash proceeds, enhancing the level of dividends paid to shareholders. A further £6.61 million has been received after the year-end from the sales of two investments.

-

Strong dealflow has resulted in £8.63 million being invested into new companies and £2.77 million into existing portfolio companies.

-

Liquidity has been further enhanced by a successful fundraising in early 2015 which raised £10 million for the Company.

 

Performance Summary

 

The net asset value ("NAV") per share at 30 September 2015 was 106.38 pence.

 

The table below shows the recent past performance of the Company's existing class of shares for each of the last five years.

Reporting date

 

 

 

as at

30 September

 

 

 

Net assets

 

NAV per share

 

Cumulative dividends paid per share

 

Cumulative NAV total return per share to shareholders

 

Share price 1

 

Cumulative share price total return per share to shareholders

 

Dividends paid and proposed in respect of each year

 

 

(£m)

 

(p)

 

(p)

 

(p)

 

(p)

 

(p)

 

(p)

2015

 

75.20

 

106.38

 

68.50

 

174.88

 

93.50

 

162.00

 

12.00

2014

 

69.31

 

114.60

 

50.50

 

165.10

 

103.502

 

154.00

 

18.00

2013

 

60.47

 

113.90

 

40.50

 

154.40

 

99.50

 

140.00

 

10.00

2012

 

50.55

 

109.62

 

28.50

 

138.12

 

97.00

 

125.50

 

26.00

2011

 

49.15

 

120.79

 

4.50

 

125.29

 

91.60

 

96.10

 

4.00

 

1

Source: London Stock Exchange

The share price at 30 September 2014 has been adjusted to add back the dividend of 8.00 pence per share paid on 30 October 2014, as the listed share price was quoted ex this dividend at the year-end.

 

Dividend proposed post year-end in respect of the year ended 30 September 2015 

A final dividend of 6.00 pence per share, comprising 5.00 pence from capital and 1.00 penny from income will be recommended to shareholders at the Annual General Meeting of the Company to be held on 10 February 2016. If approved, the dividend will be paid on 15 February 2016 to shareholders on the register on 15 January 2016 and will bring dividends paid in respect of the year to 12.00 pence per share and increase dividends paid to shareholders in respect of the last five financial years to 70.00 pence per share.

 

Discount

The Board's current intention is to continue with its existing buyback policy with the objective of maintaining the discount to NAV at which shares trade at 10% or less. The discount to NAV for the Company's shares at 30 September 2015 was 9.7% (2014; 9.0%) based on the share price in the above table and the NAV at 30 June 2015 of 103.54 pence.

 

Chairman's Statement

 

I am pleased to present to shareholders the Annual Report of the Company for the year ended 30 September 2015.

 

Overview

This has been another good year for the Company, due to profitable realisations, strong portfolio performance and a high level of new investment.  Following on from the sizeable disposal proceeds received in the previous financial year, the Company made further successful realisations of three major investments in its portfolio, at substantial gains over cost, in the early months of this financial year and two more after the year-end. In addition, a number of investee companies have returned solid performances in the portfolio contributing to increases in their valuations.

The returns earned as a result of the above events have been reflected in the Company's dividend stream in respect of the year. The VCT is also performing well against its peer group and it is very encouraging to see the Investment Adviser once again winning significant industry awards.

Shareholders may have noted that the Finance Act 2015, which became legislation last month, requires some changes to the type of investments that the VCT is now permitted to make as set out in section 274 of the Income Tax Act 2007 ("the VCT Rules"). These changes will require the Company's current Investment Policy to be amended. For further information please see Industry Developments and Changes to the Investment Policy below.

Performance

The Company's NAV total return per share was 8.5% for the year ended 30 September 2015 (2014: 9.4%), after adjusting for 18.00 pence per share of dividends paid in the year. This further positive NAV return for the year was attributable to unrealised gains from the strong performances of some of the portfolio companies, notably from increases in the valuations of Entanet, Tessella and Virgin Wines, and to realised gains from the sale of three investments, namely Focus Pharma, EMaC and Youngman.  A number of other portfolio companies have also continued to make steady progress and have increased their profits and cashflow, which have in some cases enabled them to make early repayments of their loan stock.

As a result of this year's performance, the cumulative NAV total return per share (being the closing net asset value plus total dividends paid to date since launch) rose during the year by 5.9% (2014: 6.9%) from 165.10 pence to 174.88 pence.

Using the benchmark of NAV cumulative total return, the VCT was ranked first over five years, and tenth and fifteenth over three and ten years respectively, among generalist (including planned exit) VCTs used by the Association of Investment Companies ("AIC") (based on statistics prepared by Morningstar) to measure     performance at 30 November 2015.  It is gratifying to be able to report such strong performance over the long-term as well as in recent years.

For more detailed data on the performance of your investment, may I refer you to the Performance Data Appendix which will be published in the Annual Report and will be available on the Company's website at   www.incomeandgrowthvct.co.uk.  This schedule can be downloaded by clicking on "table" in "Reviewing the performance of your investment".  This provides information by allotment date on NAVs and cumulative dividends paid per share for each of the VCT's fundraisings.

Dividends

Your Directors are recommending a final dividend in respect of the year ended 30 September 2015 of 6.00 (2014: 4.00) pence per share. The dividend, comprising 5.00 pence from capital and 1.00 penny from income, will be proposed to shareholders at the Annual General Meeting of the Company to be held on 10 February 2016, for payment to shareholders on the register on 15 January 2016, on 15 February 2016. The Company's Dividend Investment Scheme ("the Scheme") will apply to this dividend and elections under the Scheme should be received by the Scheme administrator, Capita Asset Services, by no later than Monday 1 February 2016.

This final dividend is in addition to an interim dividend of 6.00 pence (2014: 14.00 pence) per share, comprising 5.00 pence from capital and 1.00 penny from income, paid on 30 June 2015.

If approved by shareholders, this forthcoming final dividend will bring dividends paid per share in respect of the year ended 30 September 2015 to 12.00 pence (2014: 18.00 pence) and the Company will have paid dividends totalling 70.00 pence per share over the last five years. However, as a result of the recent changes in legislation described in more detail below, I believe that the Company will find it a challenge to generate a similar level of return over the next five years.

Unclaimed dividends

Shareholders are encouraged to ensure that the Registrars maintain up-to-date details for themselves and to check whether they have received all dividends payable to them. This is particularly important if they have recently moved house or changed their bank. We are aware that a number of dividends remain unclaimed by shareholders and whilst we will endeavour to contact them if this is the case we cannot guarantee that we will be able to do so if the Registrars do not have an up-to-date address and/or email address.

Investment portfolio

For the year, the portfolio as a whole achieved a net increase of £2.05 million on investments realised and an increase of £4.57 million on investments still held. Investment proceeds over the original cost of the investment were £5.29 million. The portfolio under management was valued at £60.42 million at the year-end representing 105% of cost and an increase of 17.3% in valuation on a like-for-like basis over the year.

During the year £8.63 million was provided to support new investments into Ward Thomas Group, Media Business Insight, Jablite and Tushingham Sails. Five follow-on investments, totalling £2.77 million were made into existing portfolio companies, namely: ASL, Entanet, CGI Creative Graphics International, Racoon and Gro-Group. Just after the year-end an investment of £3.31 million was made to support the MBO of Access IS, a leading provider of data capture and scanning hardware.

Cash proceeds totalling £11.47 million were received from sixteen companies, that were either sold or which repaid loans. Of this total, £7.68 million was received as cash proceeds from three substantial disposals of Focus Pharma, Youngman and EMaC. These jointly realised total gains over cost of £5.01 million. The companies concerned achieved significant growth during the time of the VCT's investment and developed their potential such that the Investment Adviser judged that this was the optimum time for exit. In addition, the Company received realisation proceeds from a number of other companies, such as BG Training, Newquay Helicopters and Alaric Systems, totalling £0.76 million.  The balance of £3.03 million comprised loan repayments from companies still held in the portfolio.

Following the year-end, the VCT has disposed of two major investments, in Tessella and Westway.

First, Tessella realised cash proceeds of £4.04 million, and a gain over current cost of £2.68 million, being 3.80 pence per share. Total proceeds over the life of the investment were £4.91 million, representing a return of 2.8 times the original cost of the investment over the three and a half years that this investment was held.

Secondly, Westway realised proceeds of £2.57 million, and a gain over current cost of £2.51 million being 3.56 pence per share. Total proceeds to date over the life of the investment were £3.52 million, representing a return of 6.3 times the original cost of the investment.

Full details of the investment activity during the year and a summary of the performance highlights can be found in the Investment Review below.

Industry developments

The UK Finance Act 2015 became law on 18 November 2015. This has introduced rules designed to ensure that VCTs comply with new European Union ("EU") State Aid rules, while remaining able to provide finance to small and growing businesses.

The UK's VCT scheme must comply with the EU State Aid rules, as the tax relief given to investors is deemed to be State Aid to the companies in which the VCTs invest.

These new rules have introduced new criteria regarding:

the maximum age of companies that are eligible for investments (generally seven years under the UK     Finance Act);

besides an annual limit of £5 million, already in place, there is now also a lifetime cap on the total amount of state aided risk finance investment a company can receive (generally £12 million under the UK Finance Act); and

a requirement that VCT investment is to be used for growth and development purposes only.

 

The practical consequences of the application of these EU State Aid rules by the UK Finance Act 2015 are that the range and size of potential investments open to generalist VCTs, such as The Income & Growth VCT plc, will reduce. In particular, the Government has decided that VCT investments made to finance the purchase of existing business owners' shareholdings and the acquisition of businesses will no longer be permitted. This is likely to restrict significantly all VCTs' future participation in management buyout ("MBO") transactions. However, investments that have already been made remain qualifying investments as part of our investment portfolio.

The UK Finance Act now requires the VCT to re-adjust its focus for new investments to provide growth capital to younger companies, which is likely to alter the balance of the portfolio of the Company over a number of years. The UK Government has also announced an intention to permit VCTs to provide some replacement capital finance within investments, subject to agreement with the EU State Aid authorities. If this comes to pass, it would enlarge the pool of possible investment opportunities for VCTs compared to the more restricted regime that now applies under the new Act.

In theory, the change in focus to smaller investments in companies requiring growth (and possibly replacement) capital carries a higher risk, but also the prospect of higher, but more variable, returns. Generating the level of consistently high returns achieved over the last five years in particular is likely to be more challenging.  That said, shareholders should note that the existing portfolio contains MBO investments whose full potential should be realised over the next five years. In future, the portfolio will also add a number of smaller investments, from which the level of returns is less certain at this stage. The Board has confidence in the Investment Adviser, justified by the past strong returns to shareholders, to apply its measured approach to the new rules to generate attractive returns in the future.

 

Changes to the Investment Policy

The new VCT legislation above requires revisions to this VCT's current Investment Policy (the "Policy") which, in turn, will require the approval by shareholders of an ordinary resolution that will be proposed at the AGM. Currently, the Policy makes particular reference to investing in management buyout transactions. The principal change proposed to the Policy is to remove this reference. The proposed Policy also retains flexibility to enable the Board and the Investment Adviser to consider a wide range of opportunities amongst established businesses to provide growth capital under the new VCT legislative environment. The impact of the changes on the VCTs portfolio and investment risk are set out above.

Your Directors are working closely with Mobeus and our other professional advisers to understand the full implications of the new rules, so as to apply the revised Policy at a detailed, practical level. Further details of the proposed changes to the Policy itself will be contained in the Report of the Directors in the published Annual Report explaining the ordinary resolution to approve a revised Policy, which the Board will recommend shareholders approve.

Dividend Investment Scheme

The Company's Dividend Investment Scheme ("the Scheme") is a convenient, easy and cost effective way for shareholders to build up their shareholding in the Company. Instead of receiving cash dividends they can elect to receive new shares in the Company.  For further information on the Scheme and instructions on how to join, shareholders are referred to the Shareholder Information section of the Annual Report.

Shareholders who already participate, or are considering whether to participate, in the Scheme should consider the preceding sections on Industry Developments and Changes to the Investment Policy. There is an associated five year holding period required to secure income tax relief when new shares are allotted under the Scheme. Shareholders may, therefore, wish to review their participation until the implications of these changes, outlined in the sections above, are clearer. If you are in any doubt about whether to participate in the Scheme or not, you should consult your financial adviser. 

Fundraising and Liquidity

The Company participated, with the other three Mobeus advised VCTs, in a successful joint fundraising that closed early, on 10 March 2015, having raised the full amount offered for subscription by the Company of £10 million.

Annual fundraisings by the Company have provided it with a satisfactory level of liquidity sufficient to pursue its Objective and meet the Company's running costs. The Company is not anticipating that there will be further fundraising until the Board has had the opportunity to consider in full the implications of the VCT tax legislation published in the Finance Act 2015.

Industry awards for the Investment Adviser

We are delighted to report that the Investment Adviser was named VCT Manager of the Year for the fourth consecutive year at the unquote" British Private Equity Awards 2015 and also received the award for Exit of the Year for Focus Pharma. This was in addition to being awarded VCT Manager of the Year by Investor Allstars. These three awards recognise the continuing high level of consistency achieved by the Investment Adviser during the year under consideration in maintaining high standards in all areas of its activity including deals, exits, portfolio management and fundraising.

Shareholder Event

The Investment Adviser holds an annual VCT event for shareholders in Central London. These events include presentations on the Mobeus advised VCTs' investment activity and performance. The Board and the Investment Adviser welcome feedback from shareholders. We have been pleased to receive positive comments from those attending in previous years. Many of the comments received have been taken into account as part of a process of continual improvement. The next event will be held on Tuesday, 26 January 2016 at the Royal Institute of British Architects in Central London. There will be a day-time and a separate evening session. Shareholders have already been sent an invitation to this event with further details. The Board looks forward to meeting those shareholders able to attend.

Outlook

The economic prospects in the UK continue to look relatively favourable with economic growth predicted to be 2.4% for the coming year.  This should help the existing portfolio continue to deliver solid performance.

As mentioned earlier, in order to conform with the Finance Act 2015, we are proposing changes to the Company's current Investment Policy at the AGM. There may be a pause in new investment as the Investment Adviser identifies opportunities that comply with the requirements of the new legislation. Nevertheless, the Board remains cautiously optimistic that future investments will be executed that, combined with the existing portfolio, should deliver attractive returns for shareholders.

Finally, I would like to take this opportunity to thank all shareholders for their continued support.

 

Colin Hook

Chairman

 

INVESTMENT POLICY

The Board shall be recommending a revised Investment Policy to shareholders to take account of the new VCT Rules introduced by the Finance Act 2015. The text of the proposed Policy is set out on page 34 in the Directors' Report. The current policy is set out below.

The Company's policy is to invest primarily in a diverse portfolio of UK unquoted companies. Investments are generally structured as part loan and part equity in order to receive regular income and to generate capital gains from trade sales and flotations of investee companies.

Investments are made selectively across a number of sectors, primarily in management buyout transactions (MBOs) i.e. to support incumbent management teams in acquiring the business they manage but do not yet own. Investments are principally made in companies that are established and profitable.

The Company has a small legacy portfolio of investments in companies from the period prior to 30 September 2008, when it was a multi-manager VCT. This includes investments in early stage and technology companies and in companies quoted on the AIM market.

The Company's cash and liquid resources are held in a range of instruments of varying maturities, subject to the overriding criterion that the risk of loss of capital be minimised.

VCT regulation

The Investment Policy is designed to ensure that the Company continues to qualify and is approved as a VCT by HMRC.

Amongst other conditions, the Company may not invest more than 15% of its investments in a single company and must have at least 70% by value of its investments throughout the period in shares or securities comprised in VCT qualifying holdings of which a minimum overall of 30% by value (70% for funds raised after 6 April 2011) must be in ordinary shares which carry no preferential rights (save as may be permitted under VCT rules). In addition, although the VCT can invest less than 30% (70% for funds raised after 6 April 2011) of an investment in a specific company in ordinary shares it must have at least 10% by value of its total investments in each VCT qualifying company in ordinary shares which carry no preferential rights (save as may be permitted under VCT rules).

The companies in which investments are made must have no more than £15 million of gross assets at the time of investment and £16 million immediately following the investment to be classed as a VCT qualifying holding.

Asset Mix

The Company initially holds its funds in a portfolio of interest bearing investments and deposits. The investment portfolio of qualifying investments is built up over a three year period with the aim of investing and maintaining at least 70% of net funds raised in qualifying investments.

Risk diversification and maximum exposures

Risk is spread by investing in a number of different businesses across different industry sectors. To reduce the risk of high exposure to equities, each qualifying investment is structured to achieve the optimum balance between loan stock and equity to provide protection against downside risk alongside the best potential overall returns.

 

Co-investment

The Company aims to invest in larger, more mature unquoted companies through investing alongside other VCTs which all have a similar investment policy and are also advised by Mobeus Equity Partners LLP.

 

Borrowing

The Company's Articles permit borrowing of up to 10% of the adjusted capital and reserves (as defined therein). However, it has never borrowed and the Board has currently no plans to undertake any borrowing.

 

Management  - The Board has overall responsibility for the Company's affairs including the determination of its Investment Policy.

 

Investment and divestment proposals are originated, negotiated and recommended by the Investment Adviser and are then subject to review and approval by the Directors.

 

 

Investment Review

 

This has been another strong year for the investment portfolio. The market continues to provide a strong pipeline of good investment opportunities and conditions have been favourable for both new investment and realisations. The portfolio is performing well as a whole as is demonstrated by the fact that the valuation of the portfolio as a whole has increased by 17.3% during the year on a like-for-like basis. Many of the companies in the portfolio are strongly cash generative and have made partial repayments of their loan stock during the year.

 

Investments remain spread across a number of sectors, primarily in support services, general retailers, media and fixed line telecommunications.

 

The changes to VCT Rules, introduced by the Finance Act 2015 have prompted us to reconsider the type of investments that the Company can make in future to ensure the Company complies with the new Finance Act. This process is not yet complete. Some of the changes will inhibit the breadth of capital supplied by VCTs to the SME sector. The new environment in which your Company is now operating is now better defined and this will support the Company in refocusing its Investment Policy to be consistent with the new VCT rules.

 

New investment

A total of £11.40 million was invested during the year under review. This included substantial new investments into Ward Thomas, Media Business Insight ("MBI"), Jablite and Tushingham and five follow-on investments.

 

Principal new investments in the year

 

Company

Business

Date of investment

Amount of new investment (£m)

Ward Thomas

Specialist logistics, storage and removals business

December 2014

2.26*

Ward Thomas (Leap New Co) is a brand-led specialist logistics, storage and removals business company. The group now comprises three prominent brands, Anthony Ward Thomas, Bishopsgate and Aussie Man & Van. This was an opportunity to invest in a cash generative, high margin branded group with a high quality management team and a proven track record. The latest audited accounts for Ward Thomas Removals Limited, for the year ended 30 September 2014, show annual sales of £16.53 million and profit before interest, tax and amortisation of goodwill of £3.11 million. Following a merger at the end of July 2015, Aussie Man & Van is now a wholly-owned subsidiary of Leap New Co.

Media Business Insight

Events and Publishing

January 2015

3.67*

MBI is a publishing and events business focused on the creative production industries, specifically advertising, TV production and film. Based in Shoreditch, East London, the company comprises four distinct brands. The investment represented an attractive opportunity to invest in a sector-leading company underpinned by strong recurring revenues from subscriptions and events. The company's latest audited accounts for the period ended 31 December 2013 show annual sales of £8.24 million and profit before interest, tax and amortisation of goodwill of £1.46 million. 

*

A further £1.54 million was invested into South West Services Investment ("SWSI"), a company preparing to trade, adding to the Company's earlier investment of £1.34 million. This enabled SWSI to acquire MBI. The Company has also advanced a non-qualifying loan of £0.79 million to MBI. SWSI subsequently changed its name to Media Business Insight Holdings Limited.

Jablite

Expanded polystyrene products

April 2015

1.49*

Jablite is the UK's largest domestic manufacturer of Expanded Polystyrene ("EPS") products operating under two divisions, manufacturing packaging (Styropack) and construction (Jablite) products. The business was acquired from its Dutch parent and operates from five production sites in the UK. For the year ended 31 December 2014, Jablite Limited and Styropack (UK) Limited, generated annual sales of £32.83 million and £15.17 million respectively and profit before interest, tax and amortisation of goodwill of £2.01 million and £0.33 million respectively.

*

£1.49 million was invested into Duncary 16, a company preparing to trade, on 2 April 2015. This enabled Duncary 16 to acquire Jablite on 23 April 2015. Duncary 16 has subsequently changed its name to Jablite Holdings Limited.

Tushingham Sails

Supplier of watersports equipment

  July 2015

1.21*

Tushingham Sails is a supplier of sails to the UK windsurfing market. It has recently moved into the young and rapidly expanding watersport of stand-up paddleboarding, as the manufacturer of its own fast-growing brand called Red Paddle. The company's design ethos and historic market knowledge has enabled Tushingham to penetrate this world market and we are optimistic that its strong growth will continue. The company had a turnover of £7.54 million and generated an adjusted profit before interest, tax and amortisation of goodwill of £1.08 million during the year ended 28 February 2015. in a net repayment to the Company of £0.29 million.

*

£1.50 million held in Vian Marketing, a company preparing to trade, was used to acquire Tushingham Sails Limited. This resulted

           

 

The VCT also invested a further £13.64 million into new companies preparing to trade in March and April 2015 and a further investment of £1.37 million into an existing company preparing to trade, in July 2015.

 

Further investments into existing portfolio companies in the year

 

Company

Business

Date of investment

Amount of new investment (£m)

ASL Technology

Printer and photocopier services

December 2014

0.95

ASL Technology is a printer and photocopier services business based in Cambridge and is focused on SME customers primarily based in East Anglia and the northern Home Counties. The VCT completed a further investment into the company in December 2014, to provide capital to refinance the bank debt and support the company's buy and build strategy. ASL achieved £13.26 million in turnover and generated profit before interest, tax and amortisation of goodwill in the year ended 30 September 2014 of £1.18 million.

Company

Business

Date of investment

Amount of new investment (£m)

Racoon International

Hair extensions, hair care products and training

January 2015

0.08

Racoon International is a premier supplier of ethically sourced hair for hair extensions. A small further investment of £0.08 million was made in January 2015 with the expectation that this, together with the appointment of a successful sales-orientated Mobeus operating partner to the management team of the business, would add value to a previously unsuccessful investment. Racoon had a £1.94 million turnover and generated profit before interest, tax and amortisation of goodwill in the year ended 31 March 2014 of £0.15 million.

Company

Business

Date of investment

Amount of new investment (£m)

Entanet

Wholesale provider of internet connectivity solutions

February 2015

1.17

Entanet is one of the UK's leading independent wholesale voice and data communications providers. The VCT made a further loan stock investment in February 2015 as negotiated at the time of the original investment in February 2014. The operating subsidiary of Entanet had a turnover of £29.82 million and generated a profit before interest, tax and amortisation of goodwill of £2.31 million during the year to 31 December 2014.

Company

Business

Date of investment

Amount of new investment (£m)

CGI

Producer of adhesive decorative graphics for vehicles

June 2015

0.52

CGI Creative Graphics International is a leading specialist provider of adhesive decorative graphics to the automotive, recreational vehicle and airline markets. It operates from two centres, in Bedford, England and Cape Town, South Africa. The VCT made a further loan stock investment in June 2015 which had been negotiated at the time of the original investment in June 2014. The company's latest audited accounts for the year ended 28 February 2015 show annual sales of £9.19 million and profit before interest, tax and amortisation of goodwill of £1.30 million.

 

In addition to the four further investments above, the Company also invested a further £0.05 million into Gro-Group in November 2014 in the form of a loan agreed at the time of the original investments in March 2013.

 

Further investment into an existing portfolio company following the year-end

In addition to the investment in January 2015 referred to above, a further loan of £0.03 million was made into Racoon International in October 2015 to provide additional working capital to enable the business to strengthen its sales team and broaden its product range.

 

New investment following the year-end

 

Company

Business

Date of

investment

Amount of new investment (£m)

Access IS

Data capture and scanning hardware

October 2015

3.31*

Access IS is a leading provider of data capture and scanning hardware. The company has a significant share of the worldwide market for this technology in airports and strong positions in the fast growing markets of both ID and Security and Transport and Ticketing. This was an opportunity to acquire a longstanding and profitable business that is well positioned in its niche market. The company's latest audited accounts for the year ended 31 December 2014 show annual sales of £9.95 million and profit before interest, tax and amortisation of goodwill of £1.22 million.

*

Amounts held in existing companies preparing to trade, Knighton Management Limited (£1.55 million) and Tovey Management Limited (£1.50 million), along with a further £0.26 million from the Company, were used for this investment.

         

 

Realisations

The VCT realised four investments during the year under review for cash proceeds of £8.09 million. Other realisations were £0.35 million, including post-sale receipts from two companies referred to below. With the loan repayments of £3.03 million, total net cash proceeds for the year amounted to £11.47 million.

 

Company

Business

Period of

investment

Total cash proceeds over the life of the investment/

Multiple over cost

 

 

 

Focus Pharma

Generic pharmaceutical products

October 2007 -     October 2014

£1.96 million

3.79 times cost

The VCT realised its investment in Focus Pharma through a trade sale to Cinven-backed Amdipharm Mercury Group for £1.05 million. Focus is engaged in the distribution of generic pharmaceuticals, both for third parties and on its own account, where it develops and licenses drugs for its own benefit. The business demonstrated strong growth throughout the investment period with turnover increasing three-fold to just under £40 million per annum. The original investment of £0.52 million has returned cash of £1.96 million.

Youngman

Access towers and ladders

October 2006 -     October 2014

£2.52 million

2.52 times cost

The VCT realised this investment through a sale to Werner Co (US) for £1.72 million. Based in Essex, Youngman was established in the 1920s and today produces access equipment including specialist step and loft ladders, access and work platforms, and extension and combination ladders. The investment of £1.00 million has returned £2.52 million in cash over its life.

EMaC

Service plans for the motor trade

October 2011 -    December 2014

£5.79 million to date

3.08 times cost to date

The VCT sold its investment in EMaC to Innovation Group plc for £4.91 million. EMaC is one of the UK's leading providers and administrators of outsourced service plans to car manufacturers and franchised dealers in the motor trade. During the period of this investment, EMaC consistently outperformed expectations and increased turnover by 60% post investment. The original investment of £1.88 million has returned £5.79 million in cash.

BG Training

Specialist technical training

September 2002 -     August 2015

 £0.86 million

 0.86 times cost

The Company realised part of its loan stock and its entire equity investment in BG Training through a sale to the management team. BG is a City based provider of specialist technical training to investment banks. The Company holds a remaining loan stock investment in BG Training at a cost of £0.07 million.

         

 

In addition to the above, the Company received a further £0.26 million from investments realised in a previous period, principally being £0.25 million from Alaric Systems. The Company also received £0.07 million from Newquay Helicopters (2013) in August 2015 as an interim distribution resulting from the members' voluntary liquidation of that company. Finally, a further sum of £0.02 million was received in consideration for shares held in Aussie Man & Van and Tharstern.

 

Loan stock repayments

Loan stock repayments totalled £5.76 million for the period, including £2.73 million as part of the proceeds from the companies realised above. Strong cash flow at a number other companies contributed to the balance of £3.03 million. These proceeds are summarised below:-

 

Company

Business

  Month

Amount (£000's)

Jablite

Expanded polystyrene products

  May - August

  1,053

Motorclean

Vehicle cleaning and valeting services

  April - August

  458

Country Baskets

Artificial flowers, floral sundries and home décor products

  December

  375

Ward Thomas

Logistics, storage and removals business

  May - September

  341

Vian Marketing

Company preparing to trade

  July

  297

Aquasium

Electron beam welding and vacuum furnace equipment

  July

  250

Tessella

Science powered technology and consulting services

  December -

  September

  147

Tharstern

Software based management information systems

  March

  110

 

 

  Total

  3,031

 

Realisations post year-end

 

Company

  Business

 Period of

 investment

Total proceeds over the life of the investment/

Multiple over cost

Tessella

  Science powered technology and

  and consulting services

 July 2012 -  

 December 2015

  £4.91 million

  2.82 times cost

The VCT sold its investment in Tessella to the French engineering consultancy, Altran Group plc for £4.04 million. Founded in 1980, Tessella is now a global business. In 2011 the company received the prestigious Queen's Award for Enterprise in Innovation for its work on preserving the integrity of digital information over long periods of time, irrespective of numerous changes in technology. As part of the sale transaction, the Company has retained a small investment in this data archiving business, Preservica, which was previously held within Tessella. The sale returned an IRR of 42% and during the three and a half years of this investment, revenue has increased by 43% from £18.5 million in 2012 to £26.5 million forecast for the current financial year. The Company realised a gain, over current cost, of £2.68 million, being 3.80 pence per share.

 

Westway

Air conditioning systems

June 2009 -

December 2015

  £3.52 million

  6.29 times cost

The VCT sold its investment in Westway to ABM Industries Inc, one of the largest facility management services providers in the US for £2.57 million. During the period of the investment Westway, which is headquartered in Middlesex and founded in 2001, has expanded its range of services from heating, ventilation and air conditioning and now offers other technical services including mechanical and electrical maintenance, energy services, communications, security systems and the servicing of electronic garment picking systems. The Company realised a gain over current cost of £2.51 million, being 3.56 pence per share. Further deferred proceeds of up £0.24 million are potentially payable at a future date, which are excluded from the above figures.

 

INVESTMENT PORTFOLIO SUMMARY

for the year ended 30 September 2015

 

Total

cost at

30-Sep-15

Total valuation at 30-Sep-14

Additional investments at cost

Total valuation at 30-Sep-15

% of equity held1, 2

 

 

2 3

% of portfolio by value

 

 

 

 

 

£

£

£

£

 

 

 

Entanet Holdings Limited

3,175,171

2,005,371

1,169,800

4,790,700

14.0%

 

7.9%

Wholesale communications provider

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Media Business Insight Holdings Limited

(formerly South West Services Investment Limited) 3

3,666,556

1,342,800

2,323,756

3,666,556

21.2%

 

6.1%

A publishing and events business focused on the creative production industries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Virgin Wines Holding Company Limited

2,745,503

2,745,503

-

3,462,350

13.7%

 

5.8%

Online wine retailer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tessella Holdings Limited4

1,360,500

2,119,707

-

3,448,417

7.5%

 

5.7%

Provider of science powered technology and consulting services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASL Technology Holdings Limited

2,722,106

1,915,032

952,316

3,196,284

13.3%

 

5.3%

Printer and photocopier services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Manufacturing Services Investment Limited

2,708,100

1,336,800

1,371,300

2,708,100

16.7%

 

4.5%

Company seeking to carry on a business in the manufacturing sector

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Veritek Global Holdings Limited

2,289,859

2,047,413

-

2,494,306

14.6%

 

4.1%

Maintenance of imaging equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tharstern Group Limited

1,454,278

1,543,000

-

2,012,448

16.2%

 

3.3%

Software based management Information systems for the printing industry

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CGI Creative Graphics International Limited

1,943,948

1,421,703

522,245

1,990,351

8.4%

 

3.3%

Vinyl graphics to global automotive, recreation vehicle and aerospace markets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Leap New Co Limited (trading as Ward Thomas Removals, Bishopsgate and Aussie Man & Van) 5

1,907,095

-

2,255,039

1,907,095

7.9%

 

3.2%

A specialist logistics, storage and removals business

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gro-Group Holdings Limited

2,398,928

2,266,554

57,642

1,788,187

12.8%

 

3.0%

Baby sleep products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EOTH Limited (trading as Equip Outdoor Technologies)

1,383,313

1,527,347

-

1,696,968

2.5%

 

2.8%

Distributor of branded outdoor equipment and clothing including the Rab and Lowe Alpine brands

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Idox plc6

453,881

1,718,833

-

1,687,581

1.2%

 

2.8%

Developer and supplier of knowledge management products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fullfield Limited (trading as Motorclean)

1,660,916

2,172,021

-

1,634,751

13.2%

 

2.7%

Vehicle cleaning and valet services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Westway Services Holdings (2014) Limited4

58,076

862,960

-

1,561,033

5.7%

 

2.6%

Installation, service and maintenance of air conditioning systems

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hollydale Management Limited

1,554,000

-

1,554,000

1,554,000

15.5%

 

2.6%

Company seeking to carry on a business in the food sector

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Knighton Management Limited

1,554,000

-

1,554,000

1,554,000

15.5%

 

2.6%

Former company preparing to trade. Used to support the investment into Access IS after the year-end

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Backhouse Management Limited

1,504,000

-

1,504,000

1,504,000

15.0%

 

2.5%

Company seeking to carry on a business in the motor sector

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Barham Consulting Limited

1,504,000

-

1,504,000

1,504,000

15.0%

 

2.5%

Company seeking to carry on a business in the catering sector

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chatfield Services Limited

1,504,000

-

1,504,000

1,504,000

15.0%

 

2.5%

Company seeking to carry on a business in the retail sector

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Creasy Marketing Services Limited

1,504,000

-

1,504,000

1,504,000

15.0%

 

2.5%

Company seeking to carry on a business in the textile sector

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

McGrigor Management Limited

1,504,000

-

1,504,000

1,504,000

15.0%

 

2.5%

Company seeking to carry on a business in the pharmaceutical sector

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pound FM Consultants Limited

1,504,000

-

1,504,000

1,504,000

15.0%

 

2.5%

Company seeking to carry on a business in the construction sector

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tovey Management Limited

1,504,000

-

1,504,000

1,504,000

15.0%

 

2.5%

 

Former company preparing to trade, used to support the investment into Access IS after the year-end

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bourn Bioscience Limited

1,610,379

1,610,379

-

1,220,035

10.9%

 

2.0%

Management of In-vitro fertilisation clinics

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vian Marketing Limited (trading as Tushingham Sails) 7

1,207,437

-

1,504,000

1,207,437

9.5%

 

2.0%

Design, manufacture and sale of stand-up paddleboards and windsurfing sails

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Turner Topco Limited (trading as ATG Media) 8

1,529,075

1,562,600

-

1,135,058

3.8%

 

1.9%

Publisher and online auction platform operator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RDL Corporation Limited

1,441,667

965,966

-

892,906

13.0%

 

1.5%

Recruitment consultants within the pharmaceutical, business intelligence and IT industries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Blaze Signs Holdings Limited

418,281

1,174,224

-

858,687

12.5%

 

1.4%

Manufacturer and installer of signs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aquasium Technology Limited9

250,000

823,147

-

799,825

16.7%

 

1.3%

Manufacturing and marketing of bespoke electron beam welding and vacuum furnace equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jablite Holdings Limited (formerly Duncary 16 Limited) 10

727,291

-

1,488,961

727,290

12.1%

 

1.2%

Manufacturer of expanded polystyrene products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Plastic Surgeon Holdings Limited

406,169

403,581

87

618,566

7.6%

 

1.0%

Supplier of snagging and finishing services to the property sector

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Original Additions Topco Limited11

25,696

537,948

-

537,948

0.0%

 

0.8%

Sale of beauty products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Omega Diagnostics Group plc

280,026

408,346

-

320,843

2.2%

 

0.4%

In-vitro diagnostics for food intolerance, autoimmune diseases and infectious diseases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vectair Holdings Limited

53,400

242,396

-

235,230

4.6%

 

0.4%

Designer and distributor of washroom products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Racoon International Holdings Limited

625,851

1,000

74,999

74,999

14.3%

 

0.1%

Supplier of hair extensions, hair care products and training

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LightWorks Software Limited

20,471

31,627

-

51,266

9.2%

 

0.1%

Provider of software for CAD and CAM vendors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Newquay Helicopters (2013) Limited (in members' voluntary liquidation)

42,500

113,000

-

42,500

5.0%

 

0.1%

Helicopter service operator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corero Network Security plc9

600,000

19,646

-

12,033

0.1%

 

0.0%

Provider of e-business technologies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PXP Holdings Limited (no longer trading)

965,371

45,195

-

-

6.0%

 

0.0%

Former designer, manufacturer and supplier of timber frames for buildings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CB Imports Group Limited (trading as Country Baskets)

175,000

395,312

-

-

5.8%

 

0.0%

Importer and distributor of artificial flowers, floral sundries and home decór products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oxonica Limited9

2,524,527

-

-

-

0.0%

 

0.0%

International nanomaterials group

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NexxtDrive Limited/Nexxt E-drive Limited12

487,014

-

-

-

3.9%

 

0.0%

Developer and exploiter of mechanical transmission technologies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

alwaysOn Group Limited9

165,661

28,297

-

-

10.3%

 

0.0%

Design, supply and integration of data storage solutions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Legion Group plc (in creditor's voluntary liquidation)

150,000

-

-

-

0.0%

 

-

Provider of manned guarding, mobile patrols and alarm response services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Biomer Technology Limited12

137,170

-

-

-

3.0%

 

-

Developer of biomaterials for medical devices

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BG Training Limited

70,833

485,328

-

-

0.0%

 

0.0%

Technical training business

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Watchgate Limited

1,000

-

-

-

33.3%

 

-

Holding company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments realised in the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EMaC Holdings Limited

-

3,863,225

-

-

0.0%

 

0.0%

Provider of service plans for the motor trade

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Youngman Group Limited

-

1,093,204

-

-

0.0%

 

0.0%

Manufacturer of ladders and access towers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Focus Pharma Holdings Limited

-

1,024,030

-

-

0.0%

 

0.0%

Licensor and distributor of generic pharmaceuticals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

57,479,049

39,825,198

25,356,145

60,415,750

 

 

100.0%

 

Notes

 

 

 

 

 

 

 

1 The percentage of equity held, and the amounts co-invested, in these companies by funds managed by Mobeus Equity Partners LLP will be disclosed in Note 9 of the Financial Statements of the published Annual Report.

 

2 The percentage of equity held for these companies is the fully diluted figure, in the event that for example, management of the investee company exercises share options where available.

 

3 A further £1,535,167 was invested into South West Services Investment ("SWSI"), a company preparing to trade, adding to its earlier investment of £1,342,800. This enabled SWSI to acquire Media Business Insight ("MBI"). The Company has also advanced a non-qualifying loan of £788,589 to MBI, which is included in the cost and valuation figures of £3,666,556. SWSI subsequently changed its name to Media Business Insight Holdings Limited

 

4 Investments sold following year-end

 

5 In December 2014, the Company invested into two separate companies, Leap New Co Limited (trading as Ward Thomas and Bishopsgate) and Aussie Man & Van Limited. On 31 July 2015, Leap New Co Limited acquired Aussie Man & Van Limited via a share for share exchange plus a small amount of cash. The figures represent the combined holding which was the position at 30 September 2015.

 

6 Investment formerly managed by Nova Capital Management Limited until 31 August 2007.

 

7 £1,207,437 held in Vian Marketing, a company preparing to trade, was used to acquire Tushingham Sails Limited. This resulted in a net repayment to the Company of £296,563.

 

8 Shares and loan stock in Turner Topco Limited arose as proceeds from the part realisation of ATG Media Holdings Limited.

 

9 Investment formerly managed by Foresight Group LLP up to various dates ending on or before 10 March 2009.

 

10 £1,488,961 was invested into Duncary 16 Limited, a company preparing to trade, on 2 April 2015. This enabled Duncary 16 to acquire Jablite on 23 April 2015. Duncary 16 has subsequently changed its name to Jablite Holdings Limited.

 

11 As part of the consideration on the disposal of Amaldis (2008) Limited, £537,948 of Original Additions Topco Limited loan stock was issued to the Company.

 

12 Investment formerly managed by Nova Capital Management Limited until 31 August 2007 and by Foresight Group until various dates ending on or before 10 March 2009.

 

                 

 

Statement of Directors' Responsibilities

 

The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable law and regulations.

 

Company law requires the Directors to prepare financial statements for each financial year and the Directors have elected to prepare the Financial Statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss for the Company for that period.

 

In preparing these Financial Statements, the Directors are required to:

 

-

select suitable accounting policies and then apply them consistently;

 

 

-

make judgements and accounting estimates that are reasonable and prudent;

 

 

-

state whether the Financial Statements have been prepared in accordance with United Kingdom accounting standards subject to any material departures disclosed and explained in the Financial Statements;

 

 

-

prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business;

 

 

-

prepare a Strategic Report, a Directors' Report and Directors' Remuneration Report which comply with the requirements of the Companies Act 2006.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Website publication

The Directors are responsible for ensuring the Annual Report and the Financial Statements are made available on a website. Financial Statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of Financial Statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the Financial Statements contained therein.

 

Directors' responsibilities pursuant to Disclosure and Transparency Rule 4 of the UK Listing Authority

 

The Directors confirm to the best of their knowledge that:

 

(a)       

The Financial Statements have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice and give a true and fair view of the assets, liabilities, financial position and the profit of the Company.

 

 

(b)

The Annual Report includes a fair review of the development and performance of the business and the financial position of the Company, together with a description of the principal risks and uncertainties that it faces.

 

Having taken advice from the Audit Committee, the Board considers the Annual Report and Accounts, taken as a whole, are fair, balanced and understandable and that it provides the information necessary for shareholders to assess the Company's performance, business model and strategy.

 

Neither the Company nor the Directors accept any liability to any person in relation to the Annual Report except to the extent that such liability could arise under English law. Accordingly, any liability to a person who has demonstrated reliance on any untrue or misleading statement or omission shall be determined in accordance with section 90A and schedule 10A of the Financial Services and Markets Act 2000.

 For and on behalf of the Board:

 Colin Hook

Chairman

 

FINANCIAL STATEMENTS

 

INCOME STATEMENT

for the year ended 30 September 2015

 

 

 

 

Year ended 30 September 2015

 

Year ended 30 September 2014

 

Notes

 

Revenue

Capital

 

Total

 

Revenue

Capital

 

Total

 

 

 

£

£

 

£

 

£

£

 

£

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealised gains on investments

7

 

-

4,574,928

 

4,574,928

 

-

3,730,169

 

3,730,169

 

 

 

 

 

 

 

 

 

 

 

 

Net gains on realisation of investments

7

 

-

2,053,151

 

2,053,151

 

-

2,713,796

 

2,713,796

 

 

 

 

 

 

 

 

 

 

 

 

Income

2

 

2,997,718

-

 

2,997,718

 

3,203,322

-

 

3,203,322

 

 

 

 

 

 

 

 

 

 

 

 

Investment Adviser's fees

3a

 

(405,687)

(1,217,061)

 

(1,622,748)

 

(374,025)

(1,122,076)

 

(1,496,101)

 

 

 

 

 

 

 

 

 

 

 

 

Investment Advisers' performance fees

3b

 

-

(667,622)

 

(667,622)

 

-

(1,392,454)

 

(1,392,454)

 

 

 

 

 

 

 

 

 

 

 

 

Other expenses

 

 

(471,279)

-

 

(471,279)

 

(411,517)

-

 

(411,517)

Profit on ordinary activities before taxation

 

 

2,120,752

4,743,396

 

6,864,148

 

2,417,780

3,929,435

 

6,347,215

Tax on profit on ordinary activities

4

 

(386,360)

386,360

 

-

 

(393,153)

393,153

 

-

 

 

 

 

 

 

 

 

 

 

 

 

Profit on ordinary activities after taxation for the financial year

 

 

1,734,392

5,129,756

 

6,864,148

 

2,024,627

4,322,588

 

6,347,215

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted earnings per ordinary share:

5

 

2.58p

7.63p

 

10.21p

 

3.55p

7.58p

 

11.13p

 

All the items in the above statement derive from continuing operations. No operations were acquired or discontinued in the year. The total column is the Income Statement of the Company. There were no other recognised gains and losses in the year. Other than the revaluation movements arising in investments held at fair value through profit and loss, there were no differences between the profit as stated above and historical cost.

 

BALANCE SHEET

as at 30 September 2015

 

Company number: 4069483

 

 

 

as at 30 September

2015

 

as at 30 September 2014

 

 

 

 

 

 

Notes

 

 

 

 

 

£

 

£

Fixed assets

 

 

 

 

Investments at fair value

7

60,415,750

 

39,825,198

 

 

 

 

 

Current assets

 

 

 

 

Debtors and prepayments

 

1,082,567

 

1,328,682

Current investments

8

12,666,003

 

18,914,849

Cash at bank and in hand

 

2,167,809

 

11,387,997

 

 

 

 

 

Total current assets

 

15,916,379

 

31,631,528

 

 

 

 

 

Creditors: amounts falling due within one year

 

(1,129,833)

 

(1,959,183)

 

 

 

 

 

Net current assets

 

14,786,546

 

29,672,345

 

 

 

 

 

Creditors: amounts falling due after one year

3b

-

 

(191,138)

 

 

 

 

 

Net assets

 

75,202,296

 

69,306,405

 

 

 

 

 

Capital and reserves

 

 

 

 

Called up share capital

9

706,930

 

604,769

Share premium reserve

9

16,977,902

 

5,662,818

Capital redemption reserve

9

9,288

 

3,750

Capital reserve - unrealised

9

8,997,633

 

7,662,673

Special distributable reserve

9

27,147,965

 

29,576,755

Profit and loss reserve

9

21,362,578

 

25,795,640

 

 

 

 

 

Equity shareholders' funds

 

75,202,296

 

69,306,405

 

 

 

 

 

Basic and diluted net asset value per share

10

 

 

 

Ordinary shares

 

106.38p

 

114.60p

 

 

RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

For the year ended 30 September 2015

 

 

Year ended

 

Year ended

 

30 September 2015

 

30 September 2014

 

 

£

 

£

 

 

 

 

 

Opening shareholders' funds

 

69,306,405

 

 60,468,872

 

 

 

 

 

Net share capital bought back in the year

9

(527,852)

 

(596,384)

Net share capital subscribed for in the year

9

11,380,491

 

 8,921,832

Profit for the year

 

 6,864,148

 

6,347,215

Dividends paid in the year

6

(11,820,896)

 

(5,835,130)

 

 

 

 

 

Closing shareholders' funds

 

75,202,296

 

69,306,405

 

CASH FLOW STATEMENT

For the year ended 30 September 2015

 

 

 

Year ended

 

Year ended

 

 

30 September 2015

 

30 September 2014

 

 

£

 

£

Operating activities

 

 

 

 

Investment income received

 

3,074,631

 

3,239,745

Other income

 

11,119

 

4,702

Investment adviser's fees paid

 

(1,622,748)

 

(1,496,101)

Investment advisers' performance fees paid

 

(1,701,188)

 

(59,672)

Other cash payments

 

(375,670)

 

(431,583)

 

 

 

 

 

Net cash (outflow)/inflow from operating activities

 

(613,856)

 

1,257,091

 

 

 

 

 

Investing activities

 

 

 

 

Acquisition of investments

7

(26,134,832)

 

(10,106,043)

Disposal of investments

7

12,247,446

 

10,759,471

 

 

 

 

 

Net cash outflow from investing activities

 

(13,887,386)

 

653,428

 

 

 

 

 

Equity Dividends

 

 

 

 

Payment of equity dividends

6

(11,820,896)

 

(5,827,327)

 

 

 

 

 

Net cash outflow before liquid resource management and financing

 

(26,322,138)

 

(3,916,808)

 

 

 

 

 

Management of liquid resources

 

 

 

 

Decrease in monies held pending investment

 

6,248,846

 

3,884,352

 

 

 

 

 

 

 

Financing

 

 

 

 

Shares issued as part of joint fundraising offer for subscription and dividend investment scheme

 

11,380,491

 

8,921,832

 

 

 

 

 

Purchase of own shares

 

(527,387)

 

(596,384)

 

 

 

 

 

 

 

 

 

 

Net cash inflow from financing

 

10,853,104

 

8,325,448

 

 

 

 

 

(Decrease)/ increase in cash for the year

 

(9,220,188)

 

8,292,992

 

 

 

 

 

 

The notes below form part of these Financial Statements.

 

Notes TO THE ACCOUNTS

For the year ended 30 September 2015

 

 

1

Accounting policies

 

A summary of the principal accounting policies, all of which have been applied consistently throughout the year, is set out below:

 

 

 

a)

Basis of accounting

 

 

The accounts have been prepared under UK Generally Accepted Accounting Practice (UK GAAP) and the Statement of Recommended Practice, 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' ("the SORP") issued by the Association of Investment Companies in January 2009. The Financial Statements are prepared under the historical cost convention except for the measurement of certain financial instruments at fair value, which are in accordance with FRS26.

 

 

 

 

b)

Presentation of the Income Statement

 

 

In order to better reflect the activities of a VCT and in accordance with the SORP, supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement. The revenue column of the profit attributable to equity shareholders is the measure the Directors believe appropriate in assessing the Company's compliance with certain requirements set out in section 274 Income Tax Act 2007.

 

 

 

 

c)

Investments

 

 

All investments held by the Company are classified as "fair value through profit and loss", and are valued in accordance with the International Private Equity and Venture Capital Valuation ("IPEVCV") guidelines, as updated in December 2012. This classification is followed as the Company's business is to invest in financial assets with a view to profiting from their total return in the form of capital growth and income.

 

 

 

 

 

For investments actively traded on organised financial markets, fair value is generally determined by reference to Stock Exchange market quoted bid prices at the close of business on the balance sheet date. Purchases and sales of quoted investments are recognised on the trade date where a contract of sale exists whose terms require delivery within a time frame determined by the relevant market. Purchases and sales of unlisted investments are recognised when the contract for acquisition or sale becomes unconditional.

 

 

 

 

 

Unquoted investments are stated at fair value by the Directors in accordance with the following rules, which are consistent with the IPEVCV guidelines:

 

 

 

 

 

All investments are held at the price of a recent investment for an appropriate period where there is considered to have been no change in fair value. Where such a basis is no longer considered appropriate, the following factors will be considered:

 

 

 

 

 

(i)

Where a value is indicated by a material arms-length transaction by an independent third party in the shares of a company, this value will be used.

 

 

 

 

 

 

(ii)

In the absence of  i), and depending upon both the subsequent trading performance and investment structure of an investee company, the valuation basis will usually move to either:-

 

 

 

 

 

 

 

a)

an earnings multiple basis. The shares may be valued by applying a suitable price-earnings ratio to that company's historic, current or forecast post-tax earnings before interest and amortisation (the ratio used being based on a comparable sector but the resulting value being adjusted to reflect points of difference identified by the Investment Adviser compared to the sector including, inter alia, a lack of marketability).

 

 

 

 

 

 

 

 

or:-

 

 

 

 

 

 

 

 

 

b)

where a company's underperformance against plan indicates a diminution in the value of the investment, provision against cost is made, as appropriate. Where the value of an investment has fallen permanently below cost, the loss is treated as a permanent impairment and as a realised loss, even though the investment is still held. The Board assesses the portfolio for such investments and, after agreement with the Investment Adviser, will agree the values that represent the extent to which an investment loss has become realised. This is based upon an assessment of objective evidence of that investment's future prospects, to determine whether there is potential for the investment to recover in value.

 

 

 

 

 

 

 

(iii)

 

Premiums that will be received upon repayment of loan stock investments are accrued at fair value when the Company receives the right to the premium and when considered recoverable.

 

 

 

 

 

 

 

(iv)

 

Where an earnings multiple or cost less impairment basis is not appropriate and overriding factors apply, discounted cash flow or net asset valuation bases may be applied.

 

 

 

 

 

 

d)

Cash and liquid resources

 

 

Cash, for the purposes of the cash flow statement, comprises cash in hand and deposits repayable on demand. Liquid resources are current asset investments which are disposable without curtailing or disrupting the business and are either readily convertible into known amounts of cash at their carrying values. Liquid resources also comprise term deposits of less than one year (other than cash) and investments in money market managed funds.

 

 

 

 

e)

Income

 

 

Dividends receivable on quoted equity shares are brought into account on the ex-dividend date. Dividends receivable on unquoted equity shares are brought into account when the Company's right to receive payment is established and there is no reasonable doubt that payment will be received.

 

 

 

 

 

Interest income on loan stock and dividends on preference shares are accrued on a daily basis. Provision is made against this income where recovery is doubtful or where it will not be received in the foreseeable future. Where the loan stocks only require interest or a redemption premium to be paid on redemption, the interest and redemption premium is recognised as income once redemption is reasonably certain. Until such date interest is accrued daily and included within the valuation of the investment, where appropriate.

 

 

 

 

f)

Capital reserves

 

 

(i)

Realised (included within the Profit and Loss Account reserve)

 

 

 

The following are accounted for in this reserve:

 

 

 

 

 

 

 

·               

Gains and losses on realisation of investments;

 

 

 

·               

Permanent diminution in value of investments;

 

 

 

·               

Transaction costs incurred in the acquisition of investments; and

 

 

 

·               

75% of Investment Adviser fee expense, together with the related tax effect to this reserve in accordance with the policies; and

 

 

 

·               

100% of performance incentive fees.

 

 

 

(ii)

Revaluation reserve (Unrealised capital reserve)

 

 

 

Increases and decreases in the valuation of investments held at the year-end are accounted for in this reserve, except to the extent that the diminution is deemed permanent.

 

 

 

 

 

 

 

In accordance with stating all investments at fair value through profit and loss, all such movements through both revaluation and realised capital reserves are now shown within the Income Statement for the year.

 

 

 

 

 

 

(iii)

Special distributable reserve

 

 

 

The cost of share buybacks are charged to this reserve. In addition, any realised losses on the sale of investments, and 75% of the Investment Adviser fee expense, 100% of performance incentive fees and the related tax effect, are transferred from the Profit and Loss reserve to this reserve.

 

 

 

 

 

 

(iv)

Share premium reserve

 

 

 

This reserve contains the excess of gross proceeds less issue costs over the nominal value of shares allotted under recent Offers for Subscription.

 

 

 

 

 

 

(v)

Capital redemption reserve

 

 

 

The nominal value of shares bought back and cancelled is held in this reserve, so that the Company's capital is maintained.

 

 

 

 

g)

Dividends

 

 

Dividends payable are recognised as distributions in the financial statements when the Company's liability to make payment has been established. This liability is established for interim dividends when they are paid, and for final dividends when they are approved by the shareholders, usually at the Company's annual general meeting.

 

 

 

 

 

h)

Expenses

 

 

All expenses are accounted for on an accruals basis.

 

 

 

 

 

25% of the Investment Adviser's fees are charged to the revenue column of the Income Statement, while 75% is charged against the capital column of the Income Statement. This is in line with the Board's expected long-term split of returns from the investment portfolio of the Company.

 

 

 

 

 

100% of any performance incentive fee payable for the period is charged against the capital column of the Income Statement, as it is based upon the achievement of capital growth. See Note 3b for further details.

 

 

 

 

 

Expenses are charged wholly to revenue, with the exception of expenses incidental to the acquisition or disposal of an investment, which are written off to the capital column of the Income Statement or deducted from the disposal proceeds as appropriate.

 

 

 

 

i)

Taxation

 

 

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the Company's taxable profits and its results as stated in the Financial Statements that arise from the inclusion of gains and losses in the tax assessments in periods different from those in which they are recognised in the financial statements.

 

 

 

 

 

Deferred tax is measured at the average tax rates that are expected to apply in the years in which the timing differences are expected to reverse based on tax rates and laws that have been enacted or substantially enacted at the balance sheet date. Deferred tax is measured on a non-discounted basis.

 

 

 

 

 

A deferred tax asset is recognised only to the extent that it is more likely than not that future taxable profits will be available against which the asset can be utilised.

 

 

 

 

 

Any tax relief obtained in respect of Investment Adviser's fees allocated to capital is reflected in the capital reserve - realised and a corresponding amount is charged against revenue. The tax relief is the amount by which corporation tax payable is reduced as a result of these capital expenses.

 

2

Income

 

 

 

 

2015

2014

 

 

 £

£

 

 

 

 

 

Income from bank deposits

121,523

162,037

 

 

 

 

 

Income from investments

 

 

 

-from equities

167,656

640,450

 

-from OEIC funds

29,977

48,387

 

-from loan stock

2,667,443

2,335,077

 

-from interest on preference share dividend arrears

-

12,668

 

 

 

 

 

 

2,865,076

3,036,582

 

Other income

11,119

4,703

 

Total income

2,997,718

3,203,322

 

 

 

 

 

Total income comprises

 

 

 

Revenue dividends received

197,633

688,837

 

Interest

2,788,966

2,509,782

 

Other income

11,119

4,703

 

Total Income

2,997,718

3,203,322

 

 

 

 

 

Income from investments comprises

 

 

 

Listed UK securities

16,000

16,000

 

Listed overseas securities

29,977

48,387

 

Unlisted UK securities

2 ,819,099

2,972,195

 

 

 

 

 

Total Income

2,865,076

3,036,582

 

 

 

Total loan stock interest due but not recognised in the year was £269,052  (2014: £270,298).

 

3a.

Investment Adviser's fees

 

 

 

 

 

 

Capital

Total

 

Revenue

Capital

Total

 

 

2015

2015

 

2014

2014

2014

 

 

£

£

£

 

£

£

£

 

Mobeus Equity Partners LLP

405,687

1,217,061

1,622,748

 

374,025

1,122,076

1,496,101

 

 

 

 

 

 

 

 

 

 

Under the terms of a revised investment management agreement dated 29 March 2010, Mobeus Equity Partners LLP ("Mobeus") provides investment advisory, administrative and company secretarial services to the Company, for a fee of 2.4% per annum of closing net assets, calculated on a quarterly basis by reference to the net assets at the end of the preceding quarter. One sixth of this fee is subject to minimum and maximum limits of £150,000 (2014: £150,000) and £170,000 (2014: £170,000) per annum respectively.

 

The Investment Adviser fees disclosed above are stated after applying a cap on expenses excluding IFA trail commission and exceptional items set at 3.25% of closing net assets at the year-end. In accordance with the investment management, agreement any excess expenses are wholly borne by the Investment Adviser. The excess expenses during the year attributable to the Investment Adviser amounted to £nil (2014: £nil).

 

 

 

3b.

Investment Advisers' performance fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

Capital

Total

Revenue

Capital

Total

 

 

2015

2015

2015

2014

2014

2014

 

Portfolio

£

£

£

£

£

£

 

Mobeus Equity Partners LLP

-

667,622

667,622

-

1,087,737

1,087,737

 

Mobeus Equity Partners LLP - due > 1 year

-

-

-

-

191,138

191,138

 

Mobeus Equity Partners LLP/ Foresight Group LLP

-

-

-

-

(8,061)

(8,061)

 

Foresight Group LLP

 

-

-

-

121,640

121,640

 

 

 

 

 

 

 

 

 

 

-

667,622

667,622

-

1,392,454

1,392,454

 

 

 

 

 

 

 

 

 

 

 Under a Deed of Termination and Variation relating to Performance Incentive Agreements dated 29 March 2010, the Investment Adviser's Incentive Agreement for the former 'O' Share Fund was continued, while the former 'S' Share Fund's Incentive Agreement was terminated. Under the terms of the pre-merger 'O' Share Fund Incentive Agreement, each of the ongoing Investment Adviser, Mobeus and a former investment adviser, Foresight Group LLP ("Foresight") are entitled to a performance fee equal to 20% of the excess of the value of any realisation of an investment made after 30 June 2007, over the value of that investment in an investment adviser's portfolio at that date ("the Embedded Value"), which value is itself uplifted at the rate of 6% per annum subject to a High Watermark test.

 

 

 

On 30 September 2014, a new incentive fee agreement was signed between the Board and Mobeus, with effect from 1 October 2013, to amend and replace the previous agreement. The previous agreement remains in force, but only with the former adviser, Foresight, to whom, for the year ended 30 September 2015: nil (2014: £121,640), is payable. The agreement is due to expire on 10 March 2019. Mobeus waived their right to their portion of the fee, under the previous agreement.

 

 

 

Any payment under the new incentive agreement is now 15% of net realised gains for each year, payable in cash. It is payable only if Cumulative Net Asset Value (NAV) total return per share (being the closing NAV at a year-end plus cumulative dividends paid to that year-end, since 1 October 2013) equals or exceeds a Target Return. The Target Return is the greater of two targets, being:

 

 

 

   i) compound growth of 6% per annum (but 5% per annum for the year ended 30 September 2014 only), before deducting any incentive fee payable (for the year of calculation only) under both this amended agreement and the existing incentive agreement with Foresight in Cumulative NAV total return per share; or.

 

 

   ii) the cumulative percentage change in the Consumer Prices Index since 1 October 2012 to the relevant financial year- end, the resultant figure then being multiplied by (100+A)/100, where A is the number of full twelve month periods (or part thereof) that have passed between 1 October 2013 and the relevant financial year-end.

 

 

 

Both measures of Target Return are applied to the same opening base, being NAV per share as at 30 September 2013 of 113.90 pence. The objective of this Target Return is to enable shareholders to benefit from a cumulative NAV return of at least 6% per annum (5% in the financial year ended 30 September 2014), before any incentive fee is payable. Once a payment has been made, cumulative NAV total return is calculated after deducting past years' incentive fees paid and payable.

 

 

 

Under this amended agreement, any fee payments to Mobeus are subject to an annual cap of an amount equal to 2% of the net assets of the Company as at the immediately preceding year-end. This cap will include any fee payable to Foresight under the old agreement, although any such payment to Foresight is not capped. Any excess over the 2% remains payable to Mobeus in the following year(s), subject to the 2% annual cap in such subsequent year(s) and after any payment in respect of such subsequent year(s).

 

 

 

For the year ended 30 September 2014, £1,152,529 was payable to Mobeus under the amended incentive fee agreement. The 2% cap, referred to above, means that £64,792 of this was not payable until the following year. In addition to this, as a result of the realisation of Focus Pharma Holdings Limited occurring just after the 2014 year-end, an incentive fee of £126,346 was also recognised. These latter two amounts total £191,138 and are now held as a creditor due within one year at 30 September 2015 (2014: creditor falling due after one year).

 

 

 

The Target Return for the year ended 30 September 2015 was a 6% uplift on the previous year's Target Return of 119.60 pence, being 126.77 pence. As Cumulative Total NAV return is 134.17 pence per share, the Target Return has been met and a fee is payable. This fee amounts to £667,622 and has been accrued in these accounts. This, along with £191,138 from the previous year, explained above, is payable following the approval of this Annual Report by shareholders at the AGM.

 

 

 

3c.

Offer for subscription fees

 

 

Under the terms of an Offer for Subscription, with the other Mobeus advised VCTs, launched on 10 December 2014, Mobeus is entitled to fees of 3.25% of the investment amount received from investors. This amount totalled £1,267,500 across all four VCTs, out of which all the costs associated with the Offer were met, excluding any payments to advisers facilitated under the terms of the Offer.

 

                 

 

4

Tax on ordinary activities

 

 

 

 

 

 

 

 

 

2015 Revenue

2015 Capital

2015 Total

2014 Revenue

2014 Capital

2014  Total

 

 

 

£

£

£

£

£

£

 

 

a)     Analysis of tax charge:

 

 

 

 

 

 

 

 

UK Corporation tax on profits/(losses) for the year

386,360

(386,360)

-

393,153

(393,153)

-

 

 

Total current tax charge/(credit)

386,360

(386,360)

-

393,153

(393,153)

-

 

 

Corporation tax is based on a rate of 20.5% (2014: 22%)

 

 

 

 

 

 

 

 

 

 

 

b) Profit on ordinary activities before tax

2,120,752

4,743,396

6,864,148

2,417,780

3,929,435

6,347,215

 

 

Profit on ordinary activities multiplied by main company rate of corporation tax in the UK of 20.5% (2014: 22%)

 

434,754

972,396

1,407,150

531,911

864,476

1,396,387

 

 

Effect of:

 

 

 

 

 

 

 

 

UK dividends

(34,369)

-

(34,369)

(140,899)

-

(140,899)

 

 

Unrealised gains not taxable

-

(937,860)_

(937,860)_

-

(820,637)

(820,637)

 

 

Realised gains not taxable

-

(420,896)

(420,896)

-

(597,035)

(597,035)

 

 

Disallowable expenses

-

-

-

2,141

-

2,141

 

 

Unrelieved expenditure

-

-

-

-

160,043

160,043

 

 

Losses brought forward

(14,025)

-

(14,025)

-

-

-

 

 

 

 

 

 

 

 

 

 

 

Actual current tax charge

386,360

(386,360)

-

393,153

(393,153)

-

 

 

Tax relief relating to investment adviser fees is allocated between revenue and capital where such relief can be utilised.

No asset or liability has been recognised for deferred tax in relation to capital gains or losses on revaluing investments as the Company is exempt from corporation tax in relation to capital gains or losses as a result of qualifying as a Venture Capital Trust.

There is no potential liability to deferred tax (2014: nil).  There is an unrecognised deferred tax asset of £1,192,000 (2014: £1,326,000).

 

         

5

Basic and diluted earnings per share

 

 

 

 

 

2015

 

2014

 

 

£

 

£

 

Total earnings after taxation:

6,864,148

 

6,347,215

 

Basic and diluted earnings per share (Note a)

10.21p

 

11.13p

 

 

 

 

 

 

Revenue earnings from ordinary activities after taxation

1,734,392

 

2,024,627

 

Basic and diluted revenue earnings per share (Note b)

2.58p

 

3.55p

 

 

 

 

 

 

Net unrealised capital gains on investments

4,574,928

 

3,730,169

 

Net realised capital gains on investments

2,053,151

 

2,713,796

 

Capitalised Investment Adviser fees less taxation

(830,701)

 

(728,923)

 

Investment Advisers' performance fees

(667,622)

 

(1,392,454)

 

Total capital return

5,129,756

 

4,322,588

 

Basic and diluted capital earnings per share (Note c)

7.63p

 

7.58p

 

 

 

 

 

 

Weighted average number of shares in issue in the year

67,212,047

 

57,022,101

 

 

 

 

 

 

 

Notes

 

 

a)

 

Basic earnings per share is total earnings after taxation divided by the weighted average number of shares in issue.

 

b)

 

Revenue earnings per share is the revenue profit after taxation divided by the weighted average number of shares in issue.

 

c)

 

Capital earnings per share is the total capital gain after taxation divided by the weighted average number of shares in issue.

               

 

6

Dividends paid and payable

2015 Revenue

2015 Capital

2015 Total

2014 Revenue

2014 Capital

2014 Total

 

Dividends on equity shares

£

£

£

£

£

£

 

Ordinary Shares - Second interim - year ended 30 September 2014 - 2.00p (income) and 6.00p (capital) per share paid on 30 October 2014 (2014: nil p)

1,210,445

3,631,337

4,841,782

-

-

-

 

 

 

 

 

 

 

 

 

Ordinary Shares - Final - year ended 30 September 2014: nil p (income) and 4.00p (capital) per share paid on 20 March 2015 (2013 - 1.25p (income); 2.75p (capital)

-

2,778,526

2,778,526

695,725

1,530,655

2,226,380

 

 

 

 

 

 

 

 

 

Ordinary Shares - Interim - year ended 30 September 2015 - 1.00p (income) and 5.00p (capital) per share paid on 30 June 2015 (2014: 1.00p (income) and 5.00p (capital)

701,394

3,506,972

4,208,366

601,458

3,007,292

3,608,750

 

 

 

 

 

 

 

 

 

Previous dividends not claimed within statutory period

(7,778)

-

(7,778)

-

-

-

 

 

 

 

 

 

 

 

 

Total paid in year

1,904,061

9,916,835

11,820,896*

1,297,183

4,537,947

5,835,130*

 

*- Of these amounts £1,615,640 (30 September 2014: £727,916) was re-invested in new shares, issued as part of the Company's Dividend Investment Scheme.

 

 

 

 

 

2015 Revenue

2015 Capital

2015 Total

2014 Revenue

2014 Capital

2014 Total

 

 

£

£

£

£

£

£

 

Amounts paid as a second interim distribution to equity holders after the year-end

Second interim dividend for the year ended 30 September 2015 of nil p per share (2014: 2.00p (income); 6.00p (capital)

-

-

-

1,210,445

3,631,337

4,841,782

 

 

 

 

 

 

 

 

 

Proposed distribution to equity holders at the year-end

Final dividend for the year ended

30 September 2015 of 1.00p (income) (2014: nil p); 5.00p (capital) (2014: 4.00p) per share

706,930

3,534,650

4,241,580

-

2,778,526

2,778,526

 

 

 

Any proposed final dividend is subject to approval by shareholders at the Annual General Meeting of the Company to be held on 10 February 2016 and has not been included as a liability in these Financial Statements.

 

 

 

Set out below are the total income dividends payable in respect of the financial year, which is the basis on which the requirements of Section 259 of the Income Tax Act 2007 are considered.

 

 

 

2015

2014

 

 

£

£

 

Revenue available by way of dividends for the year

1,734,392

2,024,627

 

Interim income dividend for the year - 1.00p (2014: 1.00p)

701,394

601,458

 

Second interim income dividend for the year - nil p (2014: 2.00p)

-

1,210,445

 

Proposed final income dividend for the year - 1.00p (2014: nil p

706,930

-

 

Total income dividends for the year

1,408,324

1,811,903

 

                   

 

 

7

Summary of movement on investments during the year

 

 

 

 

 

Traded on AIM

Unquoted ordinary shares

Preference shares

Qualifying loans

Total

 

 

£

£

£

£

£

 

 

 

 

 

 

 

 

Cost at 30 September 2014

1,333,907

12,312,832

52,840

24,533,099

38,232,678

 

Realised losses on investments still held

(500,000)

(4,516,904)

(787)

(227,462)

(5,245,153)

 

Unrealised gains/(losses) at 30 September 2014

1,312,918

(3,298)

6,837,672

 

Valuation at 30 September 2015

2,146,825

11,128,882

48,755

26,500,736

39,825,198

 

 

 

 

 

 

 

 

Purchases at cost

-

8,209,044

614

17,146,487

25,356,145

 

Sales - proceeds

-

(5,852,876)

(25,492)

(5,763,853)

(11,642,221)

 

Reclassification at value

-

(276,254)

(135)

276,389

-

 

Realised gains

-

1,963,971

-

262,729

2,226,700

 

Unrealised (losses)/gains in the year

(126,368)

2,932,818

839

1,842,639

4,649,928

 

Valuation at 30 September 2015

2,020,457

18,105,585

24,581

40,265,127

60,415,750

 

Cost at 30 September 2015

1,333,907

19,298,676

27,040

36,819,426

57,479,049

 

Realised losses on investments still held

(500,000)

(4,582,683)

(787)

(227,462)

(5,310,932)

 

Unrealised gains/(losses) at 30 September 2015

1,186,550

(1,672)

8,247,633

 

Valuation at 30 September 2015

2,020,457

24,581

60,415,750

 

 

 

 

 

 

 

 

Transaction costs on the purchase and disposal of investments of £173,549 were incurred in the year. These are excluded from realised gains shown above of £2,226,700, but were deducted in arriving at gains on realisation of investments in the Income Statement of £2,053,151.

 

Unrealised gains above of £4,649,928 differ from that shown in the Income Statement of £4,574,928. The difference of £75,000 is a net reduction for the year in the estimated fair value of contingent consideration held at the balance sheet date of £750,000 (2014: £825,000), included within other debtors. This reduction is because consideration of £225,000 was received in the year, against which £150,000 of further deferred consideration has been recognised this year. This £750,000 contingent consideration also explains all of the difference between unrealised gains at 30 September 2015 above of £8,247,633 and that shown on note 9 of £8,997,633.

 

Reconciliation of cash movements in investment transactions

The difference between disposals in the investments note above of £11,642,221 and the disposals figure per the Cash Flow Statement of £12,247,446 is £605,225. This relates to £778,774 of cash received relating to the restructuring of the investment in Westway Services* less transaction costs of £173,549.

 

The difference between investment additions above of £25,356,145 and that per the Cash Flow Statement of £26,134,832 is £778,687, being £778,774 invested as cash as part of the Westway Services* restructure less £87 relating to the purchase of shares via exercising of options in an investee company, which completed in the period.

 

* - Although the cash movements above of £778,774 relating to the restructuring of the investment in Westway Services are included in the Cash Flow Statement, they have been netted off each other in the movements on investments reported above.

 

 

 

8

 Current Investments

 

 

 

 

2015

2014

 

 

 £

£

 

Monies held pending investment

12,666,003

18,914,849

 

This comprises cash of £1,471,708 (2014: £12,796,794) invested in five (four Dublin based and one UK based) OEIC money market funds, subject to immediate access, and £11,194,295 (2014: £6,118,055) in bank deposits at five financial institutions. These sums are regarded as monies held pending investment.

 

 

9

Movement in capital and reserves

 

 

 

 

 

 

 

 

 

Called up share capital

Share premium reserve

Capital redemption reserve

Capital reserve (unrealised) (non-distributable)

Special distributable  reserve*

(note a)

Profit and  loss account* (note b)

 

 

 

£

£

£

£

£

£

 

 

At 30 September 2015

604,769

5,662,818

3,750

7,662,673

29,576,755

25,795,640

 

 

 

 

 

 

 

 

 

 

 

Shares bought back (note c)

(5,538)

-

5,538

-

(527,852)

-

 

 

 

 

 

 

 

 

 

 

 

Shares issued under Offer for Subscription

90,435

9,716,707

-

-

(42,292)

-

 

 

 

 

 

 

 

 

 

 

 

Dividends re-invested into new shares

17,264

1,598,377

-

-

-

-

 

 

 

 

 

 

 

 

 

 

 

Dividends paid

-

-

-

-

-

(11,820,896)

 

 

 

 

 

 

 

 

 

 

 

Transfer between reserves (note d)

-

-

-

-

(1,858,646)

1,858,646

 

 

 

 

 

 

 

 

 

 

 

Other expenses net of taxation

-

-

-

-

-

(1,498,323)

 

 

 

 

 

 

 

 

 

 

 

Net unrealised gains on investments

-

-

-

4,574,928

-

-

 

 

 

 

 

 

 

 

 

 

 

Gains on disposal of investments (net of transaction costs)

-

-

-

-

-

2,053,151

 

 

 

 

 

 

 

 

 

 

 

Realisation of previously unrealised gains

-

-

-

(3,239,968)

-

3,239,968

 

 

 

 

 

 

 

 

 

 

 

Revenue return for the year

-

-

-

-

-

1,734,392

 

 

 

 

 

 

 

 

 

 

 

At 30 September 2015

706,930

16,977,9022

9,288

8,997,633

27,147,965

21,362,578

 

 

 

 

 

 

 

 

 

 

 

* - Distributable reserves total £48,510,543 (2014: £55,372,395). The Special distributable reserve has been treated as distributable in determining the amounts available for distribution.

 

Note a - The Company's special reserve is available to fund buybacks of shares as and when it is considered by the Board to be in the interests of the shareholders, and to absorb any existing and future realised losses and for other corporate purposes. As at 30 September 2015, the Company has a special distributable reserve of £27,147,965 of which £27,147,965 relates to reserves from shares issued on or before 5 April 2014.

 

 

Note b - the realised capital reserve and the revenue reserve together comprise the Profit and Loss Account of the Company shown in the Balance Sheet.

 

 

Note c - The shareholders authorised the Company to purchase its own shares for cancellation pursuant to section 701 of the Companies Act  2006  at the Annual General Meeting held on 12 February 2015.  The authority was limited to a maximum number of 9,065,493 shares (this being approximately 14.99% of the issued share capital at the date of the Notice of the meeting). This authority will, unless previously revoked or renewed, expire on the conclusion of the Annual General Meeting of the Company to be held on 10 February 2016.  The minimum price which may be paid for a share is 1 penny per share, the nominal value thereof.  The maximum price that may be paid for a share is an amount that is not more than 5% above the average of the middle market quotations of the shares as derived from the Daily Official List of the London Stock Exchange for the five business days preceding such purchase. The authorities provide that the Company may make a contract or contracts to purchase its own shares prior to the expiry of the authority which may be executed in whole or part after the expiry of such authority, and may purchase its shares in pursuance of any such contract.  A resolution to renew these authorities will be proposed at the Annual General Meeting to be held on 10 February 2016.

 

Note d - The transfer of £1,858,646 to be special distributable reserve from the realised capital reserve above is the total of realised losses incurred by the Company this year.

 

 

10

Net asset value per share

 

 

 

 

2015

2014

 

 

£

£

 

Net assets

£75,202,296

£69,306,405

 

Number of shares in issue

70,693,007

60,476,940

 

 

 

 

 

Basic and diluted net asset value per share

106.38 p

114.60 p

 

 

11

Post balance sheet events

 

On 2 October 2015, the existing investments in Tovey Management Limited (£1.50 million) and Knighton Management Limited (£1.55 million), along with additional funds from the Company of £0.26 million were used to make an investment in Access IS Limited.

On 7 October 2015, a further loan of £0.03 million was advanced to Racoon International Holdings Limited.

On 12 October 2015, Fullfield Limited (trading as Motorclean) repaid loan stock of £0.06 million.

On 23 October 2015, Jablite Holdings Limited repaid loan stock of £0.16 million, including £0.04 million of premium.

 

On 13 November 2015, the Company received deferred consideration in relation to the previous sale of App-DNA of £0.78 million.

On 30 November 2015, Jablite Holdings Limited repaid loan stock of £0.09 million, including £0.03 million of premium.

On 2 December 2015, the entire holding of Tessella Holdings Limited was realised for net proceeds of £4.04 million.

On 8 December 2015, the Company completed its sale of Westway Services Holdings (2014) Limited for net proceeds of £2.57 million.

 

 

12

Statutory information

 

The financial information set out in these statements does not constitute the Company's statutory accounts for the year ended 30 September 2015 but is derived from those accounts.  Statutory accounts will be delivered to the Registrar of Companies after the Annual General Meeting.  The auditors have reported on these accounts and their report was unqualified and did not contain a statement under section 498(2) of the Companies Act 2006.

 

 

 

13

Annual Report

 

The Annual Report will be published on the Company's website at www.incomeandgrowthvct.co.uk shortly and following the adoption of electronic communications by the Company, shareholders will shortly receive notification from the Company on how to download a pdf of the Report from the website.  Shareholders and members of the public, who wish to receive a hard copy of the Annual Report, may request a copy by writing to the Company Secretary, Mobeus Equity Partners LLP, 30 Haymarket (4th floor), London SW1Y 4EX or by email: vcts@mobeusequity.co.uk.

 

 

14

Annual General Meeting

 

The Annual General Meeting of the Company will be held at 11.00 am on Wednesday, 10 February 2016 at 33 St James's Square, London, SW1Y 4JS.

 

Contact details for further enquiries:

 

Robert Brittain of Mobeus Equity Partners LLP (the Company Secretary) on 020 7024 7600 or by e-mail to i&g@mobeusequity.co.uk.

 

Mark Wignall or Mike Walker at Mobeus Equity Partners LLP (the Investment Adviser) on 020 7024 7600 or by e-mail to info@mobeusequity.co.uk.

 

DISCLAIMER

 

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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