Kings Arms Yard VCT PLC: Annual Financial Report
Kings Arms Yard VCT PLC
As required by the UK Listing Authority's Disclosure and Transparency Rules 4.1 and 6.3, Kings Arms Yard VCT PLC today makes public its information relating to the Annual Report and Financial Statements for the year ended 31 December 2013.
This announcement was approved for release by the Board of Directors on 28 March 2014.
This announcement has not been audited.
You will shortly be able to view the Annual Report and Financial Statements for the year to 31 December 2013 (which have been audited) at: www.albion-ventures.co.uk by clicking on 'Our Funds' and then 'Kings Arms Yard VCT PLC'. The Annual Report and Financial Statements for the year to 31 December 2013 will be available as a PDF document via a link under the 'Investor Centre' in the 'Financial Reports and Circulars' section. The information contained in the Annual Report and Financial Statements will include information as required by the Disclosure and Transparency Rules, including Rule 4.1.
Investment objectives
The Company is a Venture Capital Trust. The investment policy is intended to produce a regular and predictable dividend stream with an appreciation in capital value as set out below.
- The Company intends to achieve its strategy by adopting an investment policy for new investments which over time will rebalance the portfolio such that approximately 50 per cent. of the portfolio comprises an asset-backed portfolio of more stable, ungeared businesses, principally operating in the healthcare, environmental and leisure sectors (the "Asset-Backed Portfolio"). The balance of the portfolio, other than funds retained for liquidity purposes, will be invested in a portfolio of higher growth businesses across a variety of sectors of the UK economy. These will range from more stable, income producing businesses to a limited number of higher risk technology companies (the "Growth Portfolio").
- In neither category would portfolio companies normally have any external borrowing with a charge ranking ahead of the Company. Up to two-thirds of qualifying investments by cost will comprise loan stock secured with a first charge on the portfolio company's assets.
- The Company's investment portfolio will thus be structured to provide a balance between income and capital growth for the longer term. The Asset-Backed Portfolio is designed to provide stability and income whilst still maintaining the potential for capital growth. The Growth Portfolio is intended to provide highly diversified exposure through its portfolio of investments in unquoted UK companies.
- Funds held pending investment or for liquidity purposes will be held as cash on deposit or in floating rate notes or similar instruments with banks or other financial institutions with a Moody's rating of 'A' or above.
Financial calendar
| Record date for first dividend | 11 April 2014 |
| Payment date of first dividend | 30 April 2014 |
| Annual General Meeting | 23 May 2014 |
| Announcement of half-yearly results for the six months ending 30 June 2014 | August 2014 |
| Payment date of second dividend (subject to Board approval) | 31 October 2014 |
Financial highlights
| 20.45p | Net asset value per share as at 31 December 2013. |
| 18.00p | Mid-market share price as at 31 December 2013. |
| 12.5% | Increase in mid-market share price during the year. |
| 2.35p | Total return per share to shareholders for the year ended 31 December 2013. |
| 1.0p | Total tax free dividends per share paid in the year to 31 December 2013. |
| 0.5p | First tax free dividend per share declared for the year to 31 December 2014 payable on 30 April 2014. |
| 5.6% | Tax free yield on share price (dividend per annum/share price as at 31 December 2013). |
| 31 December 2013 (pence per share) | 31 December 2012 (pence per share) | |
| Dividends paid during the year | 1.00 | 1.00 |
| Revenue return | 0.58 | - |
| Capital return | 1.77 | 3.10 |
| Net asset value enhancement as a result of share buy-backs | 0.20 | 0.10 |
| Net asset value | 20.45 | 18.90 |
| Shareholder net asset value total return | From launch to 31 December 2010 (pence per share) | 1 January 2011 to 31 December 2013 (pence per share) | From launch to 31 December 2013 (pence per share) |
| Subscription price per share at launch | 100.00 | - | 100.00 |
| Dividends paid | 58.66 | 2.67 | 61.33 |
| (Decrease)/increase in shareholder net asset value | (83.40) | 3.85 | (79.55) |
| Shareholder net asset value total return | 75.26 | 6.52 | 81.78 |
| Current annual dividend objective (pence per share) | 1.00 |
The Directors have declared a first dividend of 0.5 pence per share for the year ending 31 December 2014, which will be paid on 30 April 2014 to shareholders on the register on 11 April 2014.
The above financial summary is for the Company, Kings Arms Yard VCT PLC only. Details of the financial performance of the various Quester, SPARK and Kings Arms Yard VCT 2 PLC companies, which have been merged into the Company, can be found on page 60 of the full Annual Report and Financial Statements.
Chairman's statement
Introduction
I am pleased to report another encouraging set of results for the financial year. The results for 2013 demonstrate growth in both income and capital with a total return of 12.4%, or 2.35 pence per share, and we note that the improving performance of the UK and Global economies is providing promising opportunities both for portfolio companies and for new investments.
Results
Net asset value per share rose by over 8 per cent. from 18.90p on 31 December 2012 to 20.45p on 31 December 2013 after allowing for the payment of dividends totalling 1 penny per share during the year.
The Company recorded a net return after taxation of £4.7 million for the year to 31 December 2013 driven partly by gains on investments of over £4.1 million and investment income of £1.6 million.
During 2013, £4.7 million was invested into unquoted companies including £2.2 million into renewable energy projects, £0.4 million into freehold pubs, and £2.1 million into the high growth portfolio, predominantly in the healthcare technology sector. Further information on all new investments is contained in the Strategic report.
Following a very active period of new investment, cash and liquid assets at the year-end fell to £5.0 million (2012: £12.2 million).
Dividend
We are pleased to declare a first dividend of 0.5p per share to be paid on 30 April 2014 to shareholders on the register on 11 April 2014 and anticipate that a second dividend will be paid later in the year in line with our current dividend target of 1 penny per share.
VCT qualifying status
As at 31 December 2013, 80.5 per cent. of total investments were in qualifying holdings. The Board continues to monitor this position very carefully in order to ensure that qualifying investments comfortably exceed the minimum threshold of 70 per cent. required for the Company to continue to benefit from VCT tax status.
Albion VCTs Top Up Offers 2013/2014
On 10 March 2014, the Company announced an increase in the size of the Albion VCTs Top Up Offers 2013/2014, initially announced on 6 November 2013, in which the Company is participating. In aggregate, the six VCTs managed by Albion Ventures LLP will be aiming to raise approximately £27 million, of which the Company will be aiming to raise circa £4 million.
The funds raised by each company pursuant to its Offer will be added to the liquid resources available for investment so as to put each company into a position to take advantage of attractive investment opportunities over the next two to three years. Accordingly, the proceeds of the Offers will be applied in accordance with the respective companies' investment policy. An Investor Guide and Offers document have been sent to the shareholders and these, as well as a prospectus, has now been published and can be obtained from www.albion-ventures.co.uk.
Discount management and share buy-backs
It remains the Board's policy to buy back shares in the market, subject to the overall constraint that such purchases are in the Company's interest, including the maintenance of sufficient resources for investment in new and existing portfolio companies and the continued payment of dividends to shareholders. It is the Board's intention for such buy-backs to be in the region of a 5 per cent. discount to net asset value, so far as market conditions and liquidity permit. During the year, the Company purchased 13,638,000 shares for treasury at a total cost of £2,317,000 including stamp duty. These shares were bought at an average discount of 10 per cent. resulting in a 0.2p uplift in net asset value per share for continuing shareholders.
Transactions with the Manager
Details of transactions that took place with the Manager during the year can be found in note 4 and principally relate to the management fee.
Performance incentive fee
No performance fee is due for the period ended 31 December 2013. As the Company's net asset value per share for the year ended 31 December 2013 exceeds the Starting NAV of 20 pence per share, as set out in the Performance Incentive Fee Arrangement, the Start Date for the arrangement has been triggered and is therefore 1 January 2014.
Further details can be found in the Strategic report.
Annual General Meeting
The Annual General Meeting of the Company will be held at the City of London Club, 19 Old Broad Street, London EC2N 1DS at 11.00am on 23 May 2014. Full details of the business to be conducted at the Annual General Meeting are given in the Notice of the Meeting on page 55 of the full Annual Report and Financial Statements.
The Board welcomes your attendance at the meeting as it gives an opportunity for shareholders to ask questions of the Board and Investment Manager. If you are unable to attend the Annual General Meeting in person, we would encourage you to make use of your proxy votes.
Board composition
Alan Lamb has indicated that he will be standing down at the forthcoming Annual General Meeting. Alan has served as a Director for more than 11 years, initially on the board of Kings Arms Yard VCT 2 PLC (formerly SPARK VCT 2 plc, originally Quester VCT 4 PLC) and finally, following the merger, on the Board of Kings Arms Yard VCT PLC. The Board would like to record its thanks for Alan's many years of valuable service.
At present, the Board have no immediate intention of replacing Alan, but will keep this situation under review.
Risks and uncertainties
The outlook for the UK economy continues to be the key risk affecting your Company. The Company's investment risk is mitigated through a variety of processes, including our policy of ensuring that the Company has a first charge over portfolio companies' assets wherever possible.
A detailed analysis of the other risks and uncertainties facing the business is shown in the Strategic report.
Outlook and prospects
We have now seen three years of continuous improvement in shareholder return which includes a sharp increase in investment income. This in turn has led to a material revenue return for the first time, as a result of the investment strategy instigated by the Board and implemented by the new Manager. We expect the portfolio to benefit from the improving economic conditions and confidence and note that a number of our portfolio companies occupy niche positions in growing global markets.
Robin Field
Chairman
28 March 2014
Strategic report
The Directors present the Strategic report of the Company for the year ended 31 December 2013, which has been prepared in accordance with the requirements of section 414A of the Companies Act 2006 (the "Act"). The purpose of this report is to inform Shareholders and provide them with sufficient information to enable them to assess the extent to which the Directors have performed their duty to promote the success of the Company in accordance with section 172 of the Act.
The Company's independent Auditor is required to report on whether the information given in the Strategic report is consistent with the Financial Statements. The independent Auditor's report can be found on pages 34 and 35 of the full Annual Report and Financial Statements.
Investment objective and policy
The Company is a Venture Capital Trust. The investment policy is intended to produce a regular and predictable dividend stream with an appreciation in capital value as set out below.
The Company intends to achieve its strategy by adopting an investment policy for new investments which over time will rebalance the portfolio such that approximately 50 per cent. of the portfolio comprises an asset-backed portfolio of more stable, ungeared businesses, principally operating in the healthcare, environmental and leisure sectors (the "Asset-Backed Portfolio"). The balance of the portfolio, other than funds retained for liquidity purposes, will be invested in a portfolio of higher growth businesses across a variety of sectors of the UK economy. These will range from more stable, income producing businesses to a limited number of higher risk technology companies (the "Growth Portfolio").
In neither category would portfolio companies normally have any external borrowing with a charge ranking ahead of the Company. Up to two-thirds of qualifying investments by cost will comprise loan stock secured with a first charge on the portfolio company's assets.
The Company's investment portfolio will thus be structured to provide a balance between income and capital growth for the longer term. The Asset-Backed Portfolio is designed to provide stability and income whilst still maintaining the potential for capital growth. The Growth Portfolio is intended to provide highly diversified exposure through its portfolio of investments in unquoted UK companies.
Funds held pending investment or for liquidity purposes will be held as cash on deposit or in floating rate notes or similar instruments with banks or other financial institutions with a Moody's rating of 'A' or above.
Review of business and future changes
A detailed review of the Company's business during the year and future prospects is contained in the Chairman's statement. Details of significant events which have occurred since the end of the financial year are listed in note 21. Details of transactions with the Manager are shown in note 4.
The Directors do not foresee any major changes in the activity undertaken by the Company in the current year. The Company continues with its objective to invest in unquoted companies throughout the United Kingdom with a view to providing both capital growth and a reliable dividend income to shareholders over the long term.
Results and dividends
| £'000 | |
| Net revenue return for the year ended 31 December 2013 | 1,147 |
| Dividend of 0.5 pence per share paid on 31 May 2013 | (992) |
| Dividend of 0.5 pence per share paid on 30 September 2013 | (979) |
| Unclaimed dividends returned to the Company | 7 |
| Transferred from other distributable reserve | (817) |
| Realised capital loss net of management fees allocated to capital | (588) |
| Unrealised gain for the year ended 31 December 2013 | 4,097 |
| Transferred to other distributable reserve and investment holding reserve | 3,509 |
| Net assets as at 31 December 2013 | 39,262 |
| Net asset value per share as at 31 December 2013 (pence) | 20.45 |
The Company paid dividends of 1 penny per share during the year ended 31 December 2013 (2012: 1 penny per share). The Directors have declared a first dividend of 0.5 pence per share for the year ending 31 December 2014, which will be paid on 30 April 2014 to shareholders on the register on 11 April 2014.
As shown in the Income statement, investment income has risen significantly to £1,624,000 (2012: £511,000). Investment income for 2013 included a large one-off dividend receipt of £797,000 from Antenova Limited. The increase in underlying investment income is as a result of investment in interest-bearing loan stock during the year. The revenue return to equity holders has risen to £1,147,000 (2012: £28,000). General expenses increased slightly to £289,000 (2012: £273,000), however, this included costs of issuing the shareholder circular for the approval of the performance fee.
The capital return for the year was £3,509,000 (2012: £6,438,000). Although there has been a significant increase in valuations, there have been few exits during the year. A portion of management fees also continued to be allocated to capital. There was an additional uplift to net asset value per share of 0.2p as a result of the buying back of shares at a discount to net asset value.
The total return was 2.35 pence per share (2012: 3.10 pence per share).
The Balance sheet shows that the net asset value has increased over the last year to 20.45 pence per share (2012: 18.90 pence per share) which is due to the movement for the year as noted above less the dividends paid during the year.
There has been a net cash outflow for the year due to the purchase of new investments, payment of dividends and buy-back of shares, offset by the net cash inflow from operating activities and disposal of fixed and current asset investments.
Current portfolio sector allocation
The two pie charts at the end of this announcement outline firstly the different sectors in which the Company's assets, at carrying value, are currently invested, and secondly, delineates between those investments, at carrying value, comprising the legacy portfolio and those that have been made by Albion Ventures LLP in new portfolio companies.
Direction of portfolio
The sector analysis of the Company's investment portfolio shows that renewable energy now accounts for 17 per cent. of net assets compared to 10 per cent. at the end of the previous financial year. This remains in line with the Board's target exposure to the sector with a view to increasing this to 20 per cent. as new opportunities arise.
Future prospects
The Company's performance record reflects the success of the strategy outlined above and has enabled the Company to maintain a predictable stream of dividend payments to shareholders. The Board believes that this model will continue to meet the investment objective and has the potential to continue to deliver attractive returns to shareholders. Further details on the Company's outlook and prospects can be found in the Chairman's statement.
Key performance indicators
The Directors believe that the following key performance indicators, which are typical for venture capital trusts, used in its own assessment of the Company, will provide shareholders with sufficient information to assess how effectively the Company is applying its investment policy to meet its objectives.
Net asset value total return relative to FTSE All-Share Index total return
The graph on page 4 of the full Annual Report and Financial Statements shows the Company's net asset value total return against the FTSE All-Share Index total return, with dividends reinvested, from the appointment of Albion Ventures LLP on 1 January 2011. Details on the performance of the net asset value and return per share for the year are given on page 8 of the full Annual Report and Financial Statements.
Net asset value per share and cumulative net asset value total shareholder return
Net asset value per share increased by 8.2 per cent. to 20.45 pence for the year ended 31 December 2013. Cumulative net asset value total return to shareholders increased by 3.2 per cent. to 81.78 pence for the year ended 31 December 2013.
Dividend distributions
Dividends paid in respect of the year ended 31 December 2013 were 1 penny per share (2012: 1 penny per share), in line with the Board's dividend objective. The cumulative dividends paid since inception is 61.33 pence per share.
Ongoing charges
The ongoing charges ratio for the year to 31 December 2013 was 2.7 per cent. (2012: 2.7 per cent.). The ongoing charges ratio has been calculated using The Association of Investment Companies ("AIC") recommended methodology. This figure shows shareholders the total recurring annual running expenses (including investment management fees charged to capital reserve) as a percentage of the average net assets attributable to shareholders. The Directors expect the ongoing charges ratio for the next year to be approximately 2.7 per cent.
Maintenance of VCT qualifying status
The Company continues to comply with HMRC rules in order to maintain its status under Venture Capital Trust legislation as highlighted below. This has been independently reviewed for the year ended 31 December 2013.
Investment progress
During the year, there was a very active period of new investment, with a total of £4.7 million invested in new and existing portfolio companies. We continued to bias new investment activity towards asset-backed opportunities with the potential to produce a strong level of income, whilst still investing in companies providing the potential for significant capital growth. A total of £2.2 million was invested during the year into the renewable energy sector and £0.4 million into freehold pubs, plus £2.1 million was invested in companies offering the potential of high growth.
Cash and liquid assets at the year-end fell to £5.0m (2012: £12.2m), representing 12.7% of net asset value.
New investments were made in 9 new companies and totalled £2,749,000 during the year and included: two hydro-electric projects - Chonais Holdings Limited (£1,306,000) and Green Highland Renewables (Ledgowan) Limited (£186,000); a solar investment - Erin Solar Limited (£160,000); an anaerobic digestion project - Harvest AD Limited (£70,000); three healthcare investments - Aridhia Informatics Limited (£250,000), Cisiv Limited (£97,000), MyMeds&Me Limited (£366,000); and two technology investments - Silent Herdsman Holdings Limited (£82,000) and Relayware Limited (£232,000).
Follow-on investments were made in 13 portfolio companies and totalled £1,939,000 during the year. The two largest follow-on investments were £489,000 into Dragon Hydro Limited to complete the development of a new hydro project and £400,000 into Bravo Inns II Limited to fund the acquisition of additional freehold pubs.
Save for the distribution from Antenova Limited detailed below, as the result of the disposal of a substantial part of its business, there were no significant disposals during the year. However, disposal discussions are currently progressing on a number of our portfolio companies.
Most of the portfolio companies are performing well. Valuations which moved more than 1% of NAV include: Atego Group Limited (£1,279,000 uplift), Cluster Seven Ltd (£502,000 uplift), Elateral Group Holdings Limited (£577,000 uplift), Hilson Moran Holdings Limited (£632,000 uplift) and Sift Limited (£1,507,000) driven by trading performance; and Oxford Immunotec Global PLC which floated on the NASDAQ stock exchange (£765,000 uplift); Antenova Limited was reduced by £933,000 after distributing £797,000 to Kings Arms Yard VCT PLC and UniServity Limited (£2,054,000 reduction) due to poor trading.
The policy of increasing the income generating capacity of the Company is bearing fruit. The Company received £1,624,000 of income during the year, which after deducting the one-off distribution received from Antenova Limited of £797,000, represents £827,000 of income, a rise of over 60% on the £511,000 income received from the portfolio during the previous year.
The pie chart at the end of this announcement outlines the different sectors in which the Company's assets, at carrying value, are currently invested.
An overview showing the holding period and the running revenue profile of each of the top ten investments in the unquoted portfolio (as at 31 December 2013) and which comprise nearly 69 per cent. of the unquoted portfolio is set out below.
| Valuation £'000 | Date of first investment | Running revenue profile | Basis of valuation | |||
| Elateral Group Holdings Limited | 4,941 | 1999 | >£5m | Revenue multiple | ||
| Atego Group Limited | 2,934 | 1998 | >£10m | Earnings multiple | ||
| Sift Limited | 2,637 | 2006 | >£5m | Earnings multiple | ||
| Cluster Seven Ltd | 2,263 | 2005 | <£5m | Revenue multiple | ||
| Chonais Holdings Limited | 1,308 | 2013 | <£5m | Cost | ||
| Lab M Holdings Limited | 1,279 | 1995 | <£5m | Earnings multiple | ||
| Alto Prodotto Wind Limited | 1,264 | 2011 | <£5m | Net assets supported by third party valuation | ||
| The Street by Street Solar Programme Limited | 1,237 | 2011 | <£5m | Net assets supported by third party valuation | ||
| Hilson Moran Holdings Limited | 1,230 | 2011 | >£15m | Earnings multiple | ||
| Regenerco Renewable Energy Limited | 997 | 2011 | <£5m | Net assets supported by third party valuation | ||
| 20,090 | ||||||
Performance incentive fee
At the AGM on 24 May 2013, the proposed Management performance incentive arrangement was approved by shareholders representing 88 per cent. of the votes cast. As the Company's net asset value per share, including the payment of dividends, for the year ended 31 December 2013 exceeds the Starting NAV of 20 pence per share as set out in the Performance Incentive Fee Arrangement, the Start Date for the arrangement has been triggered and is therefore 1 January 2014. No performance fee is due for the period ended 31 December 2013. As set out in the circular, the performance hurdle will be equal to the greater of the Starting NAV per share increased by the increase in RPI plus 2 per cent per annum from the Start Date (calculated on a simple and not compound basis) and the highest Total Return for any earlier period after the Start Date (the 'high watermark'). An annual fee (in respect of each share in issue) of an amount equal to 15 per cent of any excess of the Total Return (this being NAV per share plus dividends paid after the Start Date) as at the end of the relevant accounting period over the performance hurdle will be due to the Manager.
Venture capital trust regulation
In addition to the investment policy described above, the Company's investment allocation and risk diversification policies are substantially driven by the relevant HMRC rules and, in order to maintain its status under Venture Capital Trust legislation, it is the intention of the Company to apply the following policies in this respect:
(1) The Company's income must be derived wholly or mainly from shares and securities;
(2) At least 70 per cent. of the HMRC value* of its investments must have been represented throughout the year by shares or securities that are classified as 'qualifying holdings';
(3) At least 30 per cent. by HMRC value* of its total qualifying holdings must have been represented throughout the year by holdings of 'eligible shares'. For funds raised after 5 April 2011 the figure is 70 per cent.;
(4) At no time in the year must the Company's holdings in any one company (other than another VCT) have exceeded 15 per cent. by HMRC value* of its investments;
(5) The Company must not retain more than 15 per cent. of its income earned in the year from shares and securities;
(6) Eligible shares must comprise at least 10 per cent by HMRC value* of the total of the shares and securities that the Company holds in any one portfolio company; and
(7) The Company's shares throughout the year must have been listed in the Official List of the London Stock Exchange.
* In accordance with section 278 of the Income Taxes Act 2007, HMRC value is the original cost of the investment, adjusted to the value at the time of any addition or disposal of that investment.
These tests drive a spread of investment risk through disallowing holdings of more than 15 per cent. in any portfolio company. The tests have been carried out and independently reviewed for the year ended 31 December 2013. The Company has complied with all tests and continues to do so.
'Qualifying holdings' include shares or securities (including loans with a five year or greater maturity period) in companies which operate a 'qualifying trade' wholly or mainly in the United Kingdom. 'Qualifying trade' excludes, amongst other sectors, dealing in property or shares and securities, insurance, banking and agriculture. The Company may not control a portfolio company. Details of the sectors in which the Company is invested can be found in the pie chart at the end of this announcement.
Portfolio company gross assets must not exceed £15 million immediately prior to the investment and £16 million immediately thereafter. With effect from 6 April 2012 the legislation has been amended so as to prevent any company from receiving more than £5 million in aggregate from all state-aided providers of risk capital, including VCTs, in the 12 month period up to and including the most recent such investment.
Gearing
As defined by the Articles of Association, the Company's maximum exposure in relation to gearing is restricted to the amount equal to the Adjusted Capital and Reserves, being £38,276,000 (2012: £37,803,000). As at 31 December 2013, the Company's actual short term and long term gearing was £nil (2012: £nil). The Directors do not currently have any intention to utilise long term gearing.
Operational arrangements
The Company has delegated the investment management of the portfolio to Albion Ventures LLP, which is authorised and regulated by the Financial Conduct Authority. Albion Ventures LLP also provides company secretarial and other accounting and administrative support to the Company. Further details regarding the terms of engagement of the Manager and the way the Board has evaluated the performance of the Manager are shown on pages 23 and 24 of the full Annual Report and Financial Statements.
Discount management and share buy-back policy
It remains the Board's primary objective to maintain sufficient resources for investment in existing and new portfolio companies and for the continued payment of dividends to shareholders. The Board's policy is to buy back shares in the market, subject to the overall constraint that such purchases are in the Company's interest.
It is the Board's intention for such buy-backs to be in the region of a 5 per cent. discount to net asset value, so far as market conditions and liquidity permit.
Further details of shares bought back during the year ended 31 December 2013 can be found in note 15 of the Financial Statements.
Social and community issues, employees and human rights
The Board recognises the requirement under section 414c of the Act to detail information about social and community issues, employees and human rights; including any policies it has in relation to these matters and effectiveness of these policies. As an externally managed investment company with no employees, the Company has no policies in these matters and as such these requirements do not apply.
Further policies
The Company has adopted a number of further policies relating to:
- Environment
- Global greenhouse gas emissions
- Anti-bribery
- Diversity
and these are set out in the Directors' report in the full Annual Report and Financial Statements.
Risk management
The Board carries out a regular review of the risk environment in which the Company operates. The principal risks and uncertainties of the Company as identified by the Board and how they are managed are as follows:
| Risk | Possible consequence | Risk management |
| Economic risk | Changes in economic conditions, including, for example, interest rates, rates of inflation, industry conditions, competition, political and diplomatic events and other factors could substantially and adversely affect the Company's prospects in a number of ways. | To reduce this risk, in addition to investing equity in portfolio companies, the Company often invests in secured loan stock and has a policy of not normally permitting any external bank borrowings within portfolio companies. Additionally, the Manager has been rebalancing the sector exposure of the portfolio with a view to reducing reliance on consumer led sectors. |
| Investment risk | This is the risk of investment in poor quality assets which reduces the capital and income returns to shareholders and negatively impacts on the Company's reputation. By nature, smaller unquoted businesses, such as those that qualify for venture capital trust purposes, are more fragile than larger, long established businesses. | To reduce this risk, the Board places reliance upon the skills and expertise of the Manager and its strong track record for investing in this segment of the market. In addition, the Manager operates a formal and structured investment process, which includes an Investment Committee, comprising investment professionals from the Manager and at least one external investment professional. The Manager also invites and takes account of comments from non-executive Directors of the Company on investments discussed at the Investment Committee meetings. Investments are actively and regularly monitored by the Manager (investment managers normally sit on portfolio company boards) and the Board receives detailed reports on each investment as part of the Manager's report at quarterly Board meetings. |
| Valuation risk | The Company's investment valuation methodology is reliant on the accuracy and completeness of information that is issued by portfolio companies. In particular, the Directors may not be aware of or take into account certain events or circumstances which occur after the information issued by such companies is reported. | As described in note 1 of the Financial Statements, the unquoted equity investments, loan stock, convertible loan stock and debt issued at a discount held by the Company are designated at fair value through profit or loss and valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines. These guidelines set out recommendations, intended to represent current best practice on the valuation of venture capital investments. These investments are valued on the basis of forward looking estimates and judgments about the business itself, its market and the environment in which it operates, together with the state of the mergers and acquisitions market, stock market conditions and other factors. In making these judgments the valuation takes into account all known material facts up to the date of approval of the Financial Statements by the Board. The values of a number of investments are also underpinned by independent third party professional valuations. |
| VCT approval risk | The Company's current approval as a venture capital trust allows investors to take advantage of tax reliefs on initial investment and ongoing tax free capital gains and dividend income. Failure to meet the qualifying requirements could result in investors losing the tax relief on initial investment and loss of tax relief on any tax-free income or capital gains received. In addition, failure to meet the qualifying requirements could result in a loss of listing of the shares. | To reduce this risk, the Board has appointed the Manager, which has a team with significant experience in venture capital trust management, used to operating within the requirements of the venture capital trust legislation. In addition, to provide further formal reassurance, the Board has appointed PricewaterhouseCoopers LLP as its taxation advisor. PricewaterhouseCoopers LLP report quarterly to the Board to independently confirm compliance with the venture capital trust legislation, to highlight areas of risk and to inform on changes in legislation. Each investment in a new portfolio company is also pre-cleared with H M Revenue & Customs. |
| Compliance risk | The Company is listed on The London Stock Exchange and is required to comply with the rules of the UK Listing Authority, as well as with the Companies Act, Accounting Standards and other legislation. Failure to comply with these regulations could result in a delisting of the Company's shares, or other penalties under the Companies Act or from financial reporting oversight bodies. | Board members and the Manager have experience of operating at senior levels within quoted businesses. In addition, the Board and the Manager receive regular updates on new regulation from its Auditor, lawyers and other professional bodies. |
| Internal control risk | Failures in key controls, within the Board or within the Manager's business, could put assets of the Company at risk or result in reduced or inaccurate information being passed to the Board or to shareholders. | The Audit Committee meets with the Manager's Internal Auditor, PKF Littlejohn LLP, when required, receiving a report regarding the last formal internal audit performed on the Manager and providing the opportunity for the Audit Committee to ask specific and detailed questions. Thomas Chambers, Chairman of the Audit Committee, met with the internal audit Partner of PKF Littlejohn LLP in January 2014 to discuss the most recent Internal Audit Report on the Manager. The Manager has a comprehensive business continuity plan in place in the event that operational continuity is threatened. Further details regarding the Board's management and review of the Company's internal controls through the implementation of the Turnbull guidance are detailed on page 30 of the full Annual Report and Financial Statements. Measures are in place to mitigate information risk in order to ensure the integrity, availability and confidentiality of information used within the business. |
| Reliance upon third parties risk | The Company is reliant upon the services of Albion Ventures LLP for the provision of investment management and administrative functions. | There are provisions within the Management agreement for the change of Manager under certain circumstances (for further detail, see the Management agreement paragraph in the Directors' report on page 23 of the full Annual Report and Financial Statements). In addition, the Manager has demonstrated to the Board that there is no undue reliance placed upon any one individual within Albion Ventures LLP. |
| Financial risk | By its nature, as a venture capital trust, the Company is exposed to investment risk (which comprises investment price risk and cash flow interest rate risk), credit risk and liquidity risk. | The Company's policies for managing these risks and its financial instruments are outlined in full in note 19 to the Financial Statements. Most of the Company's income and expenditure is denominated in sterling. As at 31 December 2013, the Company held an investment and accrued income denominated in US dollars of £557,000 (2012: £582,000). It is therefore likely that the Company would be affected by currency fluctuations; however, this is not expected to be material. The Company is financed through equity and does not have any borrowings. The Company does not use derivative financial instruments for speculative purposes. |
The Strategic report was approved by the Board of Directors on 28 March 2014 and was signed on its behalf by:
Robin Field
Chairman
28 March 2014
Responsibility statement
In preparing these financial statements for the year to 31 December 2013, the Directors of the Company, being Robin Field, Thomas Chambers, Martin Fiennes and Alan Lamb, confirm that to the best of their knowledge:
- summary financial information contained in this announcement and the full Annual Report and Financial Statements for the year ended 31 December 2013 for the Company has been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (UK Accounting Standards and applicable law) and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Company for the year ended 31 December 2013 as required by DTR 4.1.12.R;
-the Chairman's statement and Strategic report include a fair review of the information required by DTR 4.2.7R (indication of important events during the year ended 31 December 2013 and description of principal risks and uncertainties that the Company faces); and
-the Chairman's statement and Strategic report include a fair review of the information required by DTR 4.2.8R (disclosure of related parties transactions and changes therein).
A detailed "Statement of Directors' responsibilities for the preparation of the Company's financial statements" is contained within the full audited Annual Report and Financial Statements.
By order of the Board
Albion Ventures LLP
Company Secretary
28 March 2014
Income statement
| Year ended 31 December 2013 | Year ended 31 December 2012 | ||||||
| Revenue | Capital | Total | Revenue | Capital | Total | ||
| Note | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Gains on investments | 2 | - | 4,080 | 4,080 | - | 6,964 | 6,964 |
| Investment income | 3 | 1,624 | - | 1,624 | 511 | - | 511 |
| Investment management fees | 4 | (190) | (571) | (761) | (175) | (526) | (701) |
| Other expenses | 5 | (289) | - | (289) | (273) | - | (273) |
| Foreign exchange rate gain/(cost) movement | 5 | 2 | - | 2 | (35) | - | (35) |
| Return on ordinary activities before tax | 1,147 | 3,509 | 4,656 | 28 | 6,438 | 6,466 | |
| Tax on ordinary activities | 7 | - | - | - | - | - | - |
| Return attributable to shareholders | 1,147 | 3,509 | 4,656 | 28 | 6,438 | 6,466 | |
| Basic and diluted return per share (pence ) * | 9 | 0.58 | 1.77 | 2.35 | - | 3.10 | 3.10 |
* excluding treasury shares
The accompanying notes form an integral part of these Financial Statements.
The total column of this Income statement represents the profit and loss account of the Company. The supplementary revenue and capital columns have been prepared in accordance with The Association of Investment Companies' Statement of Recommended Practice.
All revenue and capital items in the above statement derive from the continuing operations of the Company.
The Company has only one class of business and derives its income from investments made in shares and securities and from bank deposits.
There are no recognised gains or losses other than the results for the year disclosed above. Accordingly a Statement of total recognised gains and losses has not been prepared.
The difference between the reported profit on ordinary activities before tax and the historical cost profit/(loss) is due to the fair value movements on investments. As a result, a note on historical cost profits and losses has not been prepared.
Balance sheet
| 31 December 2013 | 31 December 2012 | ||
| Note | £'000 | £'000 | |
| Fixed asset investments | 11 | 33,904 | 25,794 |
| Current assets | |||
| Trade and other debtors | 13 | 801 | 1,505 |
| Current asset investments | 13 | 3,750 | 5,476 |
| Cash at bank and in hand | 17 | 1,225 | 6,697 |
| 5,776 | 13,678 | ||
| Creditors: amounts falling due within one year | 14 | (418) | (642) |
| Net current assets | 5,358 | 13,036 | |
| Net assets | 39,262 | 38,830 | |
| Capital and reserves | |||
| Called-up share capital | 15 | 2,099 | 2,097 |
| Share premium | 82 | 27 | |
| Investment holding reserve | 1,711 | (2,569) | |
| Other distributable reserve | 35,370 | 39,275 | |
| Total equity shareholders' funds | 39,262 | 38,830 | |
| Basic and diluted net asset value per share (pence) * | 16 | 20.45 | 18.90 |
* excluding treasury shares
The accompanying notes form an integral part of these Financial Statements.
The Financial Statements were approved by the Board of Directors and authorised for issue on 28 March 2014 and were signed on its behalf by:
Robin Field
Chairman
Company number: 03139019
Reconciliation of movements in shareholders' funds
| Called up share capital | Share premium account | Investment holding reserve | Other distributable reserve | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | |
| At 31 December 2012 | 2,097 | 27 | (2,569) | 39,275 | 38,830 |
| Loss for the period | - | - | - | (17) | (17) |
| Transfer of previously unrealised losses on disposal of investments | - | - | 183 | (183) | - |
| Investment holding gain on valuation of investments | - | - | 4,097 | - | 4,097 |
| Investment management fee allocated to capital | - | - | - | (571) | (571) |
| Purchase of own shares into treasury | - | - | - | (2,317) | (2,317) |
| Surplus of accrued merger costs | - | 22 | - | - | 22 |
| Shares issued under the Dividend Reinvestment Scheme | 2 | 33 | - | - | 35 |
| Revenue gain on ordinary activities after taxation | - | - | - | 1,147 | 1,147 |
| Net dividends paid | - | - | - | (1,964) | (1,964) |
| At 31 December 2013 | 2,099 | 82 | 1,711 | 35,370 | 39,262 |
| At 31 December 2011 | 2,095 | - | (4,984) | 37,875 | 34,986 |
| Return for the period | - | - | - | 5,585 | 5,585 |
| Transfer of previously unrealised losses on disposal of investments | - | - | 1,035 | (1,035) | - |
| Investment holding gain on valuation of investments | - | - | 1,379 | - | 1,379 |
| Investment management fee allocated to capital | - | - | - | (526) | (526) |
| Purchase of own shares into treasury | - | - | - | (633) | (633) |
| Shares issued under the Dividend Reinvestment Scheme | 2 | 27 | - | - | 29 |
| Revenue gain on ordinary activities after taxation | - | - | - | 28 | 28 |
| Net dividends paid | - | - | - | (2,017) | (2,017) |
| At 31 December 2012 | 2,097 | 27 | (2,569) | 39,275 | 38,830 |
The accompanying notes form an integral part of these Financial Statements.
Unrealised gains and losses arising on investments held at fair value are transferred to the investment holding reserve.
The total distributable reserves are £35,370,000 (2012: £36,706,000), comprising other distributable reserve net of investment holding losses.
Cash flow statement
| Year ended 31 December 2013 | Year ended 31 December 2012 | ||
| Note | £'000 | £'000 | |
| Net cash flow from operating activities | 18 | 483 | (350) |
| Capital expenditure and financial investments | |||
| Purchase of fixed asset investments | (4,508) | (6,296) | |
| Disposal of fixed asset investments | 680 | 10,360 | |
| Cash received from investments previously sold or written off | 420 | 404 | |
| Net cash flow from investing activities | (3,408) | 4,468 | |
| Management of liquid resources | |||
| Purchase of current asset investments | (250) | (5,474) | |
| Disposal of current asset investments | 1,926 | 1,976 | |
| Net cash flow from liquid resources | 1,676 | (3,498) | |
| Equity dividends paid (net of costs of issuing shares under the Dividend Reinvestment Scheme and unclaimed dividends)* | (1,906) | (2,012) | |
| Net cash flow before financing | (3,155) | (1,392) | |
| Financing | |||
| Cost of Merger (paid on behalf of the Company and Kings Arms Yard VCT 2 PLC) | - | (37) | |
| Purchase of own shares (including costs) | 15 | (2,317) | (632) |
| Net cash flow from financing | (2,317) | (669) | |
| Cash flow in the year | 17 | (5,472) | (2,061) |
The accompanying notes form an integral part of these Financial Statements.
* The equity dividends paid shown in the cash flow are different to the dividends posted to reserves due to the release of dividend creditors recoverable by the Company and the non-cash effect of the Dividend Reinvestment Scheme.
Notes to the Financial Statements
1. Accounting policies
A summary of the principal accounting policies which have been applied consistently in the current and in prior periods, is set out below.
Basis of accounting
The Financial Statements have been prepared in accordance with the historical cost convention, modified to include the revaluation of investments, in accordance with applicable UK law and accounting standards and with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' ("SORP") issued by The Association of Investment Companies ("AIC") in January 2009. The accounts are prepared on a going concern basis.
Consolidation
As permitted by FRS 2 "Accounting for Subsidiary Undertakings", holdings in excess of 50 per cent. of the equity of a portfolio company may be excluded from consolidation where the holding is held exclusively for subsequent resale.
The results of UniServity Limited, where the Company holds in excess of 50 per cent. of that company's equity are, therefore, excluded from consolidation as the interest in UniServity Limited is held exclusively for subsequent resale and has not previously been consolidated.
Fixed asset investments
The Company's business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth. This portfolio of financial assets is managed and its performance evaluated on a fair value basis, in accordance with a documented investment policy, and information about the portfolio is provided internally on that basis to the Board.
Upon initial recognition (using trade date accounting) investments are designated by the Company as 'at fair value through profit or loss' and are included at their initial fair value, which is cost (excluding expenses incidental to the acquisition which are written off to the Income statement).
Subsequently, the investments are valued at 'fair value', which is measured as follows:
- Investments listed on recognised exchanges are valued at their bid prices at the end of the accounting period or otherwise at fair value based on published price quotations;
- Unquoted investments, where there is not an active market, are valued using an appropriate valuation technique in accordance with the IPEVCV Guidelines. Indicators of fair value are derived using established methodologies including earnings multiples, the level of third party offers received, prices of recent investment rounds, net assets and industry valuation benchmarks. Where the Company has an investment in an early stage enterprise, the price of a recent investment round is often the most appropriate approach to determining fair value. In situations where a period of time has elapsed since the date of the most recent transaction, consideration is given to the circumstances of the portfolio company since that date in determining fair value. This includes consideration of whether there is any evidence of deterioration or strong definable evidence of an increase in value. In the absence of these indicators, the investment in question is valued at the amount reported at the previous reporting date. Examples of events or changes that could indicate a diminution include:
- the performance and/or prospects of the underlying business are significantly below the expectations on which the investment was based;
- a significant adverse change either in the portfolio company's business or in the technological, market, economic, legal or regulatory environment in which the business operates; or
- market conditions have deteriorated, which may be indicated by a fall in the share prices of quoted businesses operating in the same or related sectors.
It is not the Company's policy to exercise control or significant influence over portfolio companies. Therefore, in accordance with the exemptions under FRS 9 "Associates and Joint Ventures", those undertakings in which the Company holds more than 20 per cent., but less than 50 per cent., of the equity of an investment company, and the investment company is not a subsidiary, are not regarded as associated undertakings.
Current asset investments
Contractual future contingent receipts on disposal of fixed asset investments held as current assets are designated at fair value through profit or loss and are subsequently measured at fair value.
In accordance with FRS 26, fixed term deposits used for cash management are designated as fair value through profit or loss. These investments are classified as current asset investments as they are investments held for the short term.
Gains and losses on investments
Gains and losses arising from changes in the fair value of the investments are included in the Income statement for the year as a capital item and are allocated to Investment holding reserves.
Investment income
Dividends receivable on quoted equity shares are recognised on the ex-dividend date. Income receivable on unquoted equity and non-equity shares and loan notes is recognised when the Company's right to receive payment and expect settlement is established. Fixed income returns on non-equity shares and debt securities are recognised on an effective interest rate, provided there is no reasonable doubt that payment will be received in due course. Income from fixed interest securities and deposit interest is included on an effective interest basis.
Investment management fees and other expenses
All expenses, including expenses incidental to the acquisition or disposal of an investment, are accounted for on an accruals basis and are charged wholly to the Income statement except for 75 per cent. of management fees which are allocated to capital to the extent that these relate to an enhancement in the value of the investments. This is in line with the Board's expectation that over the long term 75 per cent. of the Company's investment returns will be in the form of capital gains.
Costs associated with the issue of shares are charged to the share premium account. Costs associated with the buy-back of shares are charged to other distributable reserve, which now includes the special reserve to which these costs were previously charged.
Taxation
Taxation is applied on a current basis in accordance with FRS 16 "Current tax". Taxation associated with capital expenses is applied in accordance with the SORP. In accordance with FRS 19 "Deferred tax", deferred taxation is provided in full on timing differences that result in an obligation at the Balance sheet date to pay more tax or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the Financial Statements. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered.
The Directors have considered the requirements of FRS 19 and do not believe that any provision should be made for deferred tax.
Foreign exchange
The currency of the primary economic environment in which the Company operates (the functional currency) is pounds Sterling ("Sterling"), which is also the presentational currency of the Company. Transactions involving currencies other than Sterling are recorded at the exchange rate ruling on the transaction date. At each Balance sheet date, monetary items and non-monetary assets and liabilities that are measured at fair value, which are denominated in foreign currencies, are retranslated at the closing rates of exchange. Exchange differences arising on settlement of monetary items and from retranslating at the Balance sheet date of investments and other financial instruments measured at fair value through profit or loss, and other monetary items, are included in the Income statement. Exchange differences relating to investments and other financial instruments measured at fair value are subsequently included in the Investment holding reserve.
Reserves
Share premium account
This reserve accounts for the difference between the price paid for shares and the nominal value of the shares, less issue costs and transfers to other distributable reserve.
Investment holding reserve
Increases and decreases in the valuation of investments held at the year end against cost are included in this reserve.
Other distributable reserve
The special reserve, treasury share reserve and profit and loss account have been presented as a single reserve named other distributable reserve.
Dividends
In accordance with FRS 21 "Events after the balance sheet date", dividends declared by the Company and payable to equity shareholders are accounted for in the period in which the dividend has been paid or approved by shareholders at an annual general meeting.
| 2. Gains on investments | Year ended 31 December 2013 £'000 | Year ended 31 December 2012 £'000 |
| Unrealised gains on fixed asset investments held at fair value through profit or loss | 4,097 | 1,375 |
| Unrealised gains on deferred consideration held at fair value through profit or loss | - | 4 |
| Unrealised gains subtotal | 4,097 | 1,379 |
| Realised gains on fixed asset investments held at fair value through profit or loss | 3 | 5,572 |
| Realised losses on current asset investments held at fair value through profit or loss | (50) | - |
| Realised gains in respect of escrow receipts from previously sold investments and distributions from investments in liquidation | 30 | 13 |
| Realised (losses)/gains subtotal | (17) | 5,585 |
| 4,080 | 6,964 |
| 3. Investment income | Year ended 31 December 2013 £'000 | Year ended 31 December 2012 £'000 |
| Income recognised on investments held at fair value through profit or loss | ||
| Dividends | 826 | - |
| Listed fixed interest securities | 76 | 72 |
| Interest from loans to portfolio companies | 574 | 354 |
| 1,476 | 426 | |
| Income recognised on investments measured at amortised cost | ||
| Bank deposit interest | 148 | 85 |
| 1,624 | 511 |
Interest income earned on impaired investments at 31 December 2013 was £nil (2012: £nil).
| 4. Investment management fees | Year ended 31 December 2013 £'000 | Year ended 31 December 2012 £'000 |
| Investment management fees charged to revenue | 190 | 175 |
| Investment management fees charged to capital | 571 | 526 |
| 761 | 701 |
Further details of the Management agreement under which the investment management fee is paid are given in the Directors' report on page 23 of the full Annual Report and Financial Statements.
During the year, services with a value of £761,000 (2012: £701,000) and £50,000 (2012: £50,000) were purchased by the Company from Albion Ventures LLP in respect of management and administration fees respectively. At the financial year end, the amount due to Albion Ventures LLP in respect of these services disclosed as accruals was £195,000 (2012: £185,000).
Albion Ventures LLP is, from time to time, eligible to receive transaction fees and Directors' fees from portfolio companies. During the year ended 31 December 2013, fees of £190,000 attributable to the investments of the Company were received pursuant to these arrangements (2012: £255,000).
Albion Ventures LLP holds 1,084 shares as a result of the fractional entitlements arising from the merger of Kings Arms Yard VCT 2 PLC on 30 September 2011. These shares will be sold for the benefit of the Company at a future date.
Albion Ventures LLP also holds 6,403 shares purchased to clear a dissenting shareholder in respect of the merger of Kings Arms Yard VCT 2 PLC on 30 September 2011.
| 5. Other expenses | Year ended 31 December 2013 £'000 | Year ended 31 December 2012 £'000 |
| Administrative and secretarial services to the Manager | 50 | 50 |
| Directors' fees (note 6) | 68 | 75 |
| Auditor's remuneration | ||
| Fees for statutory audit of the Financial Statements (excluding VAT) | 24 | 23 |
| Fees for taxation advice (excluding VAT) | - | 3 |
| Fees for taxation compliance (excluding VAT) for taxation compliance | - | 2 |
| Legal and professional expenses | 24 | 1 |
| Other expenses | 123 | 119 |
| 289 | 273 | |
| Foreign exchange (gain)/cost movement | (2) | 35 |
| 287 | 308 |
The Company acquired control of UniServity Limited on 19 December 2012 and for the reasons given above in note 1, this investment is not consolidated. Grant Thornton UK LLP is the Auditor of both the Company and UniServity Limited. UniServity Limited's accounting reference date is 31 July. For the year ended 31 July 2013 fees for UniServity Limited in relation to audit and taxation compliance services were £17,450 (2012: £16,750) and £8,540 (2012: £4,200) respectively.
| 6. Directors' fees | Year ended 31 December 2013 £'000 | Year ended 31 December 2012 £'000 | |
| Amount payable to Directors | 70 | 70 | |
| National insurance | 5 | 5 | |
| Tax and national insurance recovered from past directors | (7) | - | |
| 68 | 75 | ||
Further information regarding Directors' remuneration can be found in the Directors' remuneration report on pages 32 and 33 of the full Annual Report and Financial Statements.
| 7. Tax on ordinary activities | Year ended 31 December 2013 £'000 | Year ended 31 December 2012 £'000 |
| UK Corporation tax payable | - | - |
| Reconciliation of profit on ordinary activities to taxation charge | Year ended 31 December 2013 £'000 | Year ended 31 December 2012 £'000 |
| Return on ordinary activities before taxation | 4,656 | 6,466 |
| Tax charge on profit at the standard UK corporation tax rate of 23.25% (2012: 24.5%) | (1,082) | (1,584) |
| Effects of: | ||
| Non-taxable items | 948 | 1,706 |
| Non-taxable income | 192 | - |
| Non-deductible expenses | (4) | - |
| Unutilised management expenses | (54) | (122) |
| - | - |
The UK government changed the rate of corporation tax from 24 per cent. to 23 per cent. with effect from 1 April 2013. The effective rate of tax for the year ended 31 December 2013 is 23.25 per cent. (91 days at 24 per cent. and 275 days at 23 per cent.). The tax charge for the year shown in the Income statement is lower than the standard rate of corporation tax for the reasons shown above.
The Company has excess trading losses of £9,918,000 (2012: £9,687,000) that are available for offset against future profits. A deferred tax asset of £2,281,000 (2012: £2,325,000) has not been recognised in respect of those losses as they will be recoverable only to the extent that the Company has sufficient future taxable profits.
| 8. Dividends | Year ended 31 December 2013 £'000 | Year ended 31 December 2012 £'000 |
| First dividend of 0.5 pence per share paid on 25 May 2012 | - | 1,047 |
| Second dividend of 0.5 pence per share paid on 28 September 2012 | - | 1,048 |
| Unclaimed dividends returned to Company during the year | - | (78) |
| First dividend of 0.5 pence per share paid on 31 May 2013 | 992 | - |
| Second dividend of 0.5 pence per share paid on 30 September 2013 | 979 | - |
| Unclaimed dividends returned to Company during the year | (7) | - |
| 1,964 | 2,017 |
The Directors have declared a first dividend of 0.5 pence per share for the year ending 31 December 2014, which will amount to approximately £983,000. This dividend will be paid on 30 April 2014 to shareholders on the register on 11 April 2014.
| 9. Basic and diluted return per share | ||||||||
| Year ended 31 December 2013 | Year ended 31 December 2012 | |||||||
| Revenue | Capital | Total | Revenue | Capital | Total | |||
| Return attributable to shareholders (£'000) | 1,147 | 3,509 | 4,656 | 28 | 6,438 | 6,466 | ||
| Weighted average shares in issue (excluding treasury shares) | 198,148,213 | 208,673,002 | ||||||
| Return attributable per equity share (pence) | 0.58 | 1.77 | 2.35 | - | 3.10 | 3.10 | ||
The weighted average number of Ordinary shares is calculated excluding the treasury shares of 17,880,000 (2012: 4,242,000).
There are no convertible instruments, derivatives or contingent share agreements in issue so basic and diluted return per share are the same.
10. Acquisition of the assets and liabilities of Kings Arms Yard VCT 2 PLC
On 30 September 2011, Kings Arms Yard VCT 2 PLC was placed into members' voluntary liquidation pursuant to a scheme of reconstruction under section 110 of the Insolvency Act 1986. The liquidators held the final creditors meeting on 27 December 2012 and the company was dissolved on 8 April 2013.
| 11. Fixed asset investments Summary of fixed asset investments | 31 December 2013 £'000 | 31 December 2012 £'000 |
| Investments held at fair value through profit or loss Unquoted equity | 18,349 | 17,411 |
| Unquoted loan stock | 11,000 | 8,243 |
| Quoted equity | 4,555 | 140 |
| 33,904 | 25,794 |
| 31 December 2013 £'000 | 31 December 2012 £'000 | |
| Opening valuation | 25,794 | 23,957 |
| Purchases at cost | 4,675 | 5,148 |
| Disposal proceeds | (680) | (10,298) |
| Realised (losses)/gains | 3 | 5,572 |
| Movement in loan stock accrued income | 15 | 40 |
| Unrealised gains | 4,097 | 1,375 |
| Closing valuation | 33,904 | 25,794 |
| Movement in loan stock accrued income | ||
| Opening accumulated movement in loan stock accrued income | 47 | 7 |
| Movement in loan stock accrued income | 15 | 40 |
| Closing accumulated movement in loan stock accrued income | 62 | 47 |
| Movement in unrealised losses | ||
| Opening accumulated unrealised losses | (2,569) | (4,979) |
| Transfer of previously unrealised (losses)/gains to realised reserve on disposal of investments | 170 | 1,035 |
| Movement in unrealised gains | 4,097 | 1,375 |
| Closing accumulated unrealised losses | 1,698 | (2,569) |
| Historical cost basis | ||
| Opening book cost | 28,315 | 28,928 |
| Purchases at cost | 4,675 | 5,148 |
| Sales at cost | (846) | (5,761) |
| Closing book cost | 32,144 | 28,315 |
Amounts shown as cost represent the acquisition cost in the case of investments made by the Company and/or the valuation attributed to the investments acquired from other VCTs at the dates of merger, plus any subsequent acquisition cost.
Purchases and disposals detailed above may not agree to purchases and disposals in the Cash flow statement due to restructuring of investments, conversion of convertible loan stock and settlement debtors and creditors.
All fixed asset investments are held at fair value through profit or loss. Loan stocks of £8,238,000 and £661,000 yield a fixed and floating rate of interest respectively. Loan stocks of £2,101,000 are non-interest bearing.
The Company does not hold any assets as the result of the enforcement of security during the year and believes that the carrying values for past due assets are covered by the value of security held for these loan stock investments.
| Unquoted investment valuation methodologies Unquoted investments are valued in accordance with the IPEVCV guidelines as follows: | ||
| Valuation Methodologies | 31 December 2013 £'000 | 31 December 2012 £'000 |
| Earnings multiple | 9,011 | 4,826 |
| Revenue multiple | 7,941 | 8,245 |
| Cost reviewed for impairment | 5,245 | 5,457 |
| Net assets supported by third party valuation | 4,310 | 399 |
| Price of recent investment | 2,503 | 6,101 |
| Discount to price of recent investment | 339 | 557 |
| Discounted cash flow | - | 69 |
| 29,349 | 25,654 | |
Full valuations are prepared by PricewaterhouseCoopers and independent RICS qualified surveyors in full compliance with the RICS Red Book.
Fair value investments had the following movements between valuation methodologies between 31 December 2012 and 31 December 2013.
| Change in valuation methodology (2012 to 2013) | Value as at 31 December 2013 £'000 | Explanatory Note | |
| Cost reviewed for impairment to net assets supported by third party valuation | 3,498 | Third party valuations prepared | |
| Cost reviewed for impairment to earnings multiple | 1,230 | Trading update since last investment round | |
| Price of recent investment to revenue multiple | 630 | Trading update since last investment round | |
| Earnings multiple to cost reviewed for impairment | 100 | More recent information available | |
The valuation will be the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the IPEVCV Guidelines. The Directors believe that, within these parameters, the methods used are the most appropriate methods of valuation as at 31 December 2013.
Fair value hierarchy
FRS 29 'Financial Instruments: Disclosures' requires the Company to disclose the inputs to the valuation methods applied to its investments at fair value through profit or loss in a fair value hierarchy according to the following definitions:
| Fair value hierarchy | Definition |
| Level 1 | Unadjusted quoted (bid) prices applied where an active market exists |
| Level 2 | Inputs to valuation are from observable sources and are directly or indirectly derived from prices |
| Level 3 | Inputs to valuations not based on observable market data |
Fixed asset investments at fair value through profit or loss as at 31 December 2013 are categorised in accordance with FRS 29 as follows:
| 31 December 2013 | ||||
| Level 1 £'000 | Level 2 £'000 | Level 3 £'000 | Total £'000 | |
| Unquoted equity | - | - | 18,349 | 18,349 |
| Unquoted loan stock | - | - | 11,000 | 11,000 |
| Quoted equity | 4,555 | - | - | 4,555 |
| 4,555 | - | 29,349 | 33,904 | |
Fixed asset investments at fair value through profit or loss as at 31 December 2012 are categorised in accordance with FRS 29 as follows:
| 31 December 2012 | ||||
| Level 1 £'000 | Level 2 £'000 | Level 3 £'000 | Total £'000 | |
| Unquoted equity | - | - | 17,411 | 17,411 |
| Unquoted loan stock | - | - | 8,243 | 8,243 |
| Quoted equity | 140 | - | - | 140 |
| 140 | - | 25,654 | 25,794 | |
| Level 3 reconciliation | 31 December 2013 £'000 | 31 December 2012 £'000 |
| Opening valuation | 25,654 | 23,654 |
| Purchases at cost | 4,627 | 5,148 |
| Disposal proceeds | (552) | (9,917) |
| Realised net gains on disposal | 162 | 4,790 |
| Transfer to Level 1 (quoted equity) | (3,743) | - |
| Movement in loan stock accrued income | 15 | 40 |
| Investment holding gains | 3,186 | 1,939 |
| Closing valuation | 29,349 | 25,654 |
FRS 29 requires the Directors to consider the impact of changing one or more of the inputs used as part of the valuation process to reasonable possible alternative assumptions. The valuation methodology applied to 42 per cent. of the unquoted portfolio (Level 3) is based on third party independent evidence, price of recent investment and cost reviewed for impairment. The Directors believe that changes to reasonable possible alternative assumptions for the valuation of the remaining part of the portfolio could result in an increase of £1,635,000 or a decrease of £1,679,000 in the valuation of the unquoted investments.
12. Significant holdings
The principal activity of the Company is to select and hold a portfolio of investments in quoted and unquoted securities. Although the Company, through the Manager, will, in some cases, be represented on the board of the portfolio company, it will not ordinarily take a controlling interest or become involved in the management. The size and structure of companies with unquoted securities may result in certain holdings in the portfolio representing a participating interest without there being any partnership, joint venture or management consortium agreement.
The Company has interests of greater than 20 per cent. of the nominal value of any class (some of which are non-voting) of the allotted shares in the portfolio companies as at 31 December 2013 as described below.
| Company | Class of share | Number of shares held | Proportion of class held |
| Academia Inc | Preferred shares | 774,400 | 23.2% |
| Cluster Seven Ltd | Ordinary shares | 5,999,437 | 28.6% |
| Elateral Group Holdings Limited | Ordinary shares | 17,380,462 | 37.7% |
| Lab M Holdings Limited | A Ordinary shares (voting rights diluted) | 2,280,000 | 60.0% |
| B Ordinary shares (no voting rights) | 600 | 60.0% | |
| Preferred ordinary shares (no voting rights) | 389,940 | 52.3% | |
| Proveca Limited | D Ordinary shares | 24,793 | 35.8% |
| Sift Limited | Ordinary shares | 31,984,427 | 40.2% |
| UniServity Limited | Ordinary shares | 2,024,405 | 93.2% |
| A Ordinary shares | 87,152 | 100.0% | |
| B Ordinary shares | 45,500 | 100.0% |
As permitted by FRS 9, the investments listed above, which are measured at fair value, are held as part of an investment portfolio and their value to the Company is as part of a portfolio of investments. Therefore, these investments are not considered to be associated undertakings.
As permitted by FRS 2, UniServity Limited, whose holding is in excess of 50 per cent. of that company's equity, is excluded from consolidation as the interest in UniServity Limited is held exclusively for subsequent resale and has not previously been consolidated with the Company.
There is a deficit of £212,000 in respect of the aggregate share capital and reserves of UniServity Limited as at 31 July 2013 and a loss after tax of £328,000 for the year then ended. Details of transactions and balances with UniServity Limited are given in note 22. The investment in UniServity Limited has been included at a fair value that is £3,710,000 less than its original cost. No dividends were received during, or are receivable for the year ended 31 December 2013 from UniServity Limited.
| 13. Trade and other receivables/debtors and current asset investments | ||
| 31 December 2013 £'000 | 31 December 2012 £'000 | |
| Trade and other receivables/debtors greater than one year | - | 503 |
| Trade and other receivables/debtors less than one year | 657 | 938 |
| Prepayments and accrued income | 144 | 64 |
| 801 | 1,505 | |
The Directors consider that the carrying amount of debtors is not materially different to their fair value.
| Current asset investments | 31 December 2013 £'000 | 31 December 2012 £'000 |
| RBS Euro Medium Term Note 6.375% 26/06/12 to 29/04/14 | - | 1,976 |
| Close Brothers Limited fixed term deposit 3.0% to 18/03/14 | 3,500 | 3,500 |
| The Co-operative Bank p.l.c. fixed term deposit 1.5625% to 09/01/14 | 250 | - |
| 3,750 | 5,476 |
Current asset investments represent money held for investment.
| 14. Creditors: amounts falling due within one year | 31 December 2013 £'000 | 31 December 2012 £'000 |
| Trade creditors | 13 | 18 |
| Accruals | 260 | 279 |
| Other creditors | 145 | 345 |
| 418 | 642 |
The Directors consider that the carrying amount of creditors is not materially different to their fair value.
| 15. Called up share capital | 31 December 2013 £'000 | 31 December 2012 £'000 |
| Allotted, issued and fully paid: | ||
| 209,877,614 Ordinary shares of 1 penny (2012: 209,667,635) | 2,099 | 2,097 |
Voting rights
191,997,614 Ordinary shares of 1 penny (net of 17,880,000 treasury shares) (2012: 205,425,635).
The Company operates a share buy-back programme, as detailed in the Chairman's statement. During the year the Company purchased 13,638,000 Ordinary shares (2012: 4,242,000) representing 6.5 per cent. of the issued Ordinary share capital as at 31 December 2013 with a nominal value of £136,380 (2012: £42,420) at a cost of £2,317,000 (2012: £633,000), including stamp duty, to be held in treasury. The Company holds a total of 17,880,000 Ordinary shares in treasury, representing 8.5 per cent. of the issued Ordinary share capital as at 31 December 2013. The shares purchased for treasury were funded from other distributable reserve.
Under the terms of the Dividend Reinvestment Scheme, the following Ordinary shares of nominal value 1 penny per share were allotted during the year:
| Date of allotment | Number of shares allotted | Aggregate nominal value of shares (£'000) | Issue price (pence per share) | Consideration received net of costs (£'000) | Opening market price per share on allotment date (pence per share) |
| 31 May 2013 | 102,688 | 1 | 18.4 | 17 | 17.50 |
| 30 September 2013 | 107,291 | 1 | 18.6 | 18 | 18.00 |
| 209,979 | 2 | 35 |
16. Basic and diluted net asset value per share
The basic and diluted net asset value per share as at 31 December 2013 of 20.45 pence (2012: 18.90 pence) are based on net assets of £39,262,000 (2012: £38,830,000) divided by the 191,997,614 shares in issue (net of treasury shares) at that date (2012: 205,425,635).
| 17. Analysis of changes in cash during the year | 31 December 2013 £'000 | 31 December 2012 £'000 |
| Opening cash balances | 6,697 | 8,758 |
| Net cash flow | (5,472) | (2,061) |
| Closing cash balances | 1,225 | 6,697 |
| 18. Reconciliation of net return on ordinary activities before taxation to net cash flow from operating activities | ||
| 31 December 2013 £'000 | 31 December 2012 £'000 | |
| Revenue return on ordinary activities before tax | 1,147 | 28 |
| Foreign exchange rate loss movement | (2) | (35) |
| Investment management fees allocated to capital | (571) | (526) |
| Movement in accrued loan stock interest | (15) | (40) |
| Increase in debtors | (80) | (17) |
| Increase in creditors | 4 | 240 |
| Net cash flow from operating activities | 483 | (350) |
19. Capital and financial instruments risk management
The Company's capital comprises Ordinary shares as described in note 15. The Company is permitted to buy back its own shares for cancellation or treasury purposes and this policy is described in more detail in the Chairman's statement.
The Company's financial instruments comprise equity and loan stock investments in unquoted and quoted companies, cash balances and liquid cash instruments and short term debtors and creditors which arise from its operations. The main purpose of these financial instruments is to generate cash flow, revenue and capital appreciation for the Company's operations. The Company has no gearing or other financial liabilities apart from short term creditors. The Company does not use any derivatives for the management of its Balance sheet.
The principal financial instrument risks arising from the Company's operations are:
- investment (or market) risk (which comprises investment price, foreign currency on investments and cash flow interest rate risk);
- credit risk; and
- liquidity risk.
The Board regularly reviews and agrees policies for managing each of these risks. There have been no changes in the nature of the risks that the Company has faced during the past year and there have been no changes in the objectives, policies or processes for managing risks during the past year. The key risks are summarised below.
Investment risk
As a venture capital trust, it is the Company's specific nature to evaluate and control the investment risk in its portfolio in unquoted and quoted investments, details of which are shown on pages 18 and 19 of the full Annual Report and Financial Statements. Investment risk is the exposure of the Company to the revaluation and devaluation of investments. The main driver of investment risk is the operational and financial performance of the portfolio company and the dynamics of market quoted comparators. The Manager receives management accounts from portfolio companies and members of the investment management team often sit on the boards of unquoted portfolio companies; this enables the close identification, monitoring and management of investment risk.
The Manager and the Board formally review investment risk (which includes market price risk), both at the time of initial investment and at quarterly Board meetings.
The Board monitors the prices at which sales of investments are made to ensure that profits to the Company are maximised and that valuations of investments retained within the portfolio appear sufficiently prudent and realistic compared to prices being achieved in the market for sales of unquoted investments.
The maximum investment risk as at the Balance sheet date is the value of the fixed asset investment portfolio which is £33,904,000 (2012: £25,794,000). Fixed asset investments form 86 per cent. of the net asset value as at 31 December 2013 (2012: 66 per cent.).
More details regarding the classification of fixed asset investments are shown in note 11.
Investment price risk
Investment price risk is the risk that the fair value of future investment cash flows will fluctuate due to factors specific to an investment instrument or to a market in similar instruments. As a venture capital trust the Company invests in unquoted companies in accordance with the investment policy set out in the Strategic report. The management of risk within the venture capital portfolio is addressed through careful investment selection, by diversification across different industry segments, by maintaining a wide spread of holdings in terms of financing stage and by limitation of the size of individual holdings. Furthermore, new unquoted investments are often made with up to two-thirds of the investments comprising debt securities, which, owing to the structure of their yield and the fact that they are usually secured, have a lower level of price volatility than equity. The Directors monitor the Manager's compliance with the investment policy, review and agree policies for managing this risk and monitor the overall level of risk on the investment portfolio on a regular basis.
Valuations are based on the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the IPEVCV guidelines. Details of the sectors in which the Company is currently invested are shown in the pie chart at the end of this announcement.
As required under FRS 29 "Financial Instruments: Disclosures", the Board is required to illustrate by way of a sensitivity analysis the degree of exposure to market risk. The Board considers that the value of the fixed asset investment portfolio is sensitive to a 10 per cent. change based on the current economic climate. The impact of a 10 per cent. change has been selected as this is considered reasonable given the current level of volatility observed both on a historical basis and future expectations.
The sensitivity of a 10 per cent. increase or decrease in the valuation of the fixed asset investment portfolio (keeping all other variables constant) would increase or decrease the net asset value and return for the year by £3,390,000 (2012: £2,579,000).
Foreign currency risk
Foreign currency risk is the risk of exposure to movements in foreign exchange rates relative to sterling.
The majority of the Company's assets are denominated in sterling; however, the Company is exposed to US dollars through its investment in a US dollar denominated security. No hedging of the currency exposure is currently undertaken. The Manager monitors the Company's exposure and reports to the Board on a regular basis.
Investment and revenue received in currencies other than sterling is converted into sterling on or shortly after the date of investment or receipt of revenue as are any proceeds from the disposal of a foreign currency investment.
At the year ended 31 December 2013, the Company held an investment and accrued income denominated in US dollars of £557,000 (2012: £582,000).
During the year to 31 December 2013, sterling depreciated by 2.0 per cent. (2012: depreciated by 4.3 per cent.) against the US dollar. It is difficult to forecast future changes in exchange rates, but the Company, based on the movement of US dollars over the last three years, reasonably expects that the US dollar rate could change by 2.1 per cent. If sterling depreciated by 2.1 per cent. this would affect the US dollar denominated security favourably by £12,000 and a sterling appreciation of 2.1 per cent. would affect the security adversely by £11,000.
Cash flow interest rate risk
It is the Company's policy to accept a degree of interest rate risk on its financial assets through the effect of interest rate changes. On the basis of the Company's analysis, it is estimated that a rise of one percentage point in all interest rates would have increased total return before tax for the year by approximately £195,000 (2012: £222,000). Furthermore, it is considered that a fall of interest rates below current levels during the year would have been unlikely.
The weighted average interest rate applied to the Company's fixed rate fixed asset investments during the year was approximately 6.8 per cent. (2012: 2.7 per cent.). The weighted average period to expected maturity for the fixed rate fixed asset investments is approximately 8.1 years (2012: 9.2 years).
The Company's financial assets and liabilities as at 31 December 2013, denominated in pounds sterling, consist of the following:
| 31 December 2013 | 31 December 2012 | |||||||
| Fixed rate £'000 | Floating rate £'000 | Non-interest bearing £'000 | Total £'000 | Fixed rate £'000 | Floating rate £'000 | Non-interest bearing £'000 | Total £'000 | |
| Unquoted equity | - | - | 18,349 | 18,349 | - | - | 17,411 | 17,411 |
| Quoted equity | - | - | 4,555 | 4,555 | - | - | 140 | 140 |
| Unquoted loan stock | 8,238 | 661 | 2,101 | 11,000 | 5,123 | 173 | 2,947 | 8,243 |
| Debtors * | - | - | 784 | 784 | - | - | 1,489 | 1,489 |
| Current liabilities | - | - | (418) | (418) | - | - | (642) | (642) |
| Cash and current asset investments | 3,831 | 1,144 | - | 4,975 | 12,173 | - | - | 12,173 |
| Total net assets | 12,068 | 1,805 | 25,372 | 39,245 | 17,296 | 173 | 21,345 | 38,814 |
* The debtors do not reconcile to the Balance sheet as prepayments are not included in the above table.
Credit risk
Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The Company is exposed to credit risk through its debtors, investment in unquoted loan stock, quoted corporate bonds and through the holding of cash on deposit with banks.
The Manager evaluates credit risk on loan stock instruments prior to investment and as part of its ongoing monitoring of investments. In doing this, it takes into account the extent and quality of any security held. In the past loan stock may or may not have a fixed or floating charge, which may or may not have been subordinated, over the assets of the portfolio company. However, for new investments, typically loan stock instruments will have a first fixed charge or a fixed and floating charge over the assets of the portfolio company in order to mitigate the gross credit risk.
The Manager receives management accounts from portfolio companies and members of the investment management team often sit on the boards of unquoted portfolio companies; this enables the close identification, monitoring and management of investment specific credit risk.
The Manager and the Board formally review credit risk (including debtors) and other risks, both at the time of initial investment and at quarterly Board meetings.
The Company's total gross credit risk at 31 December 2013 was limited to £11,000,000 (2012: £8,243,000) of unquoted loan stock instruments, £3,500,000 fixed term deposit with Close Brothers Limited (2012: £3,500,000), £250,000 fixed term deposit with The Co-operative Bank p.l.c. (2012: £nil) and £1,225,000 (2012: £6,697,000) cash on deposit with banks.
As at the Balance sheet date, cash and liquid investments held by the Company are held with the NatWest Bank plc, Scottish Widows Bank plc (part of Lloyds Banking Group plc), Barclays Bank plc, Close Brothers Limited, The Co-operative Bank p.l.c and UBS Wealth Management AG. Credit risk on cash transactions is mitigated by transacting with counterparties that are regulated entities subject to regulatory supervision, with high credit ratings assigned by international credit-rating agencies.
The credit profile of unquoted loan stock is described under liquidity risk below.
Liquidity risk
Liquid assets are held as cash on current account, deposit or short term money market accounts or similar instruments. Under the terms of its Articles, the Company has the ability to borrow an amount equal to its adjusted capital and reserves of the latest published audited Balance sheet.
The Company has no committed borrowing facilities as at 31 December 2013 (2012: £nil) and had cash of £1,225,000 (2012: £6,697,000) and current asset investments of £3,750,000 (2012: £5,476,000). Against this the Company has an investment commitment as at 31 December 2013 of £2,205,000 (2012: £188,000).
There are no externally imposed capital requirements other than the minimum statutory share capital requirements for public limited companies.
The main cash outflows are for new investments, the buy-back of shares and dividend payments, which are within the control of the Company. The Manager formally reviews the cash requirements of the Company on a monthly basis, and the Board on a quarterly basis as part of its review of management accounts and forecasts. The Company's financial liabilities at 31 December 2013 are short term in nature and total £418,000 (2012: £642,000).
The carrying value of loan stock investments analysed by expected maturity dates is as follows:
| 31 December 2013 | 31 December 2012 | |||||||
| Redemption date | Fully performing loan stock £'000 | Past due loan stock £'000 | Impaired loan stock £'000 | Total £'000 | Fully performing loan stock £'000 | Past due loan stock £'000 | Impaired loan stock £'000 | Total £'000 |
| Less than one year | 1,882 | - | - | 1,882 | 301 | - | - | 301 |
| 1-2 years | 420 | - | - | 420 | 1,761 | - | - | 1,761 |
| 2-3 years | 1,033 | - | - | 1,033 | - | - | - | - |
| 3-5 years | 2,376 | - | - | 2,376 | 2,045 | 568 | - | 2,613 |
| 5 + years | 4,354 | 935 | - | 5,289 | 3,108 | 460 | - | 3,568 |
| Total | 10,065 | 935 | - | 11,000 | 7,215 | 1,028 | - | 8,243 |
Loan stock can be past due as a result of interest or capital not being paid in accordance with contractual terms.
Loan stock categorised as past due is loan stock valued at £935,000 yielding an average 8.6 per cent. which has interest past due by 9 months.
In view of the factors identified above, the Board considers that the Company is subject to low liquidity risk.
Fair values of financial assets and financial liabilities
All the Company's financial assets and liabilities as at 31 December 2013 are stated at fair value as determined by the Directors. There are no financial liabilities other than short term trade and other payables. The Company's financial liabilities are all non-interest bearing. It is the Directors' opinion that the book value of the financial liabilities is not materially different to the fair value and all are payable within one year and that the Company is subject to low financial risk as a result of having nil gearing and positive cash balances.
20. Commitments, contingencies and guarantees
As at 31 December 2013, the Company had the following financial commitments totalling £2,205,000 (2012: £188,000), which are expected to be invested during the next 12 months:
- £1,123,000 Chonais Holdings Limited;
- £434,000 Green Highland Renewables (Ledgowan) Limited;
- £365,000 MyMeds&Me Limited;
- £112,000 Proveca Limited;
- £93,000 Relayware Limited;
- £40,000 The Street by Street Solar Programme Limited;
- £31,000 Abcodia Limited; and
- £7,000 Dragon Hydro Limited.
There were no contingent liabilities or guarantees given by the Company as at 31 December 2013 (2012: £nil).
21. Post balance sheet events
Since 31 December 2013, the Company has made post Balance sheet investments in the following:
- £430,000 in Egress Software Technologies Limited;
- £280,000 in Grapeshot Limited;
- £100,000 in Haemostatix Limited;
- £94,000 in Mirada Medical Limited;
- £60,000 in Sandcroft Avenue Limited trading as PAYASUGYM;
- £59,000 in Orchard Portman Hospital Limited;
- £40,000 in The Street by Street Solar Programme Limited; and
- £31,000 in Abcodia Limited.
On 10 March 2014, the Company announced an increase in the size of the Albion VCTs Top Up Offers 2013/2014, initially announce on 6 November 2013, in which the Company is participating. In aggregate, the six VCTs managed by Albion Ventures LLP will be aiming to raise approximately £27 million, of which the Company will be aiming to raise circa £4 million.
The funds raised by each company pursuant to its Offer will be added to the liquid resources available for investment so as to put each company into a position to take advantage of attractive investment opportunities over the next two to three years. Accordingly, the proceeds of the Offers will be applied in accordance with the respective companies' investment policy. An Investor Guide and Offers document have been sent to the shareholders and these, as well as a prospectus, has now been published and can be obtained from www.albion-ventures.co.uk.
The following Ordinary shares of nominal value 1 penny were allotted under the Offers after 31 December 2013:
| Date of allotment | Number of shares allotted | Issue price (pence per share) | Aggregate nominal value of shares £'000 | Consideration received (net of costs) £'000 | Opening market price per share on allotment date (pence per share) |
| 31 January 2014 | 2,409,885 | 19.30 | 24 | 452 | 18.0 |
| 31 January 2014 | 2,179,282 | 19.20 | 22 | 411 | 18.0 |
| 31 January 2014 | 78,946 | 19.00 | 1 | 15 | 18.0 |
| 4,668,113 | 47 | 878 |
22. Related party transactions
During the year, the Company invested £100,000 in UniServity Limited loan stock.
Albion Ventures LLP, the Company's Manager and Company Secretary, received £16,000 from UniServity Limited in respect of monitoring and arrangement fees.
There are no other related party transactions or balances requiring disclosure.
23. Other information
The information set out in this announcement does not constitute the Company's statutory accounts within the terms of section 434 of the Companies Act 2006 for the years ended 31 December 2013 and 31 December 2012, and is derived from the statutory accounts for those financial years, which have been, or in the case of the accounts for the year ended 31 December 2013, which will be, delivered to the Registrar of Companies. The Auditor reported on those accounts; the reports were unqualified and did not contain a statement under s498 (2) or (3) of the Companies Act 2006.
The Company's Annual General Meeting will be held at The City of London Club, 19 Old Broad Street, London, EC2N 1DS on 23 May 2014 at 11.00am.
24. Publication
The full audited Annual Report and Financial Statements are being sent to shareholders and copies will be made available to the public at the registered office of the Company, Companies House, the National Storage Mechanism and also electronically at www.albion-ventures.co.uk under the 'Our Funds' section, by clicking on 'Kings Arms Yard VCT PLC', where the Report can be accessed as a PDF document via a link under the 'Investor Centre' in the 'Financial Reports and Circulars' section.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Kings Arms Yard VCT PLC via Globenewswire
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