Final Results

27 MARCH 2009 NORTHERN 2 VCT PLC RESULTS FOR THE YEAR ENDED 31 JANUARY 2009 Northern 2 VCT PLC is a Venture Capital Trust (VCT) managed by NVM Private Equity. The trust invests mainly in unquoted venture capital holdings and aims to provide high long-term tax-free returns to shareholders through a combination of dividend yield and capital growth. Financial highlights - year ended 31 January 2009: (comparative figures as at 31 January 2008 in italics): 2009 2008 * Net assets £39.7m £43.8m * Net asset value per share 69.8p 89.1p * Return/(loss) per share Revenue 2.6p 2.5p Capital (16.8)p 3.9p Total (14.2)p 6.4p * Dividend per share proposed in respect of the year Revenue 2.5p 2.5p Capital 3.0p 3.5p Total 5.5p 6.0p * Cumulative return to shareholders since launch Net asset value per share 69.8p 89.1p Dividends paid per share* 41.4p 35.4p Net asset value plus dividends paid per share 111.2p 124.5p * Share price at end of year 51.0p 80.5p *Excluding proposed final dividend For further information, please contact: NVM Private Equity Limited Alastair Conn/Christopher Mellor 0191 244 6000 Website: www.nvm.co.uk Lansons Communications Karen Mignon 020 7294 3685 NORTHERN 2 VCT PLC CHAIRMAN'S STATEMENT My report is set against an extremely difficult background for most investment companies. The past year has seen the UK economy move sharply into recession. The global financial system is in an extremely fragile state. The operating environment for businesses in the UK has been deeply affected by the reduced availability of bank finance, the fall in consumer demand, the weakness of the housing market and a general lack of confidence in virtually all parts of the economy. The UK stock market has fallen to a six-year low and there appears to be little reason for optimism in the short to medium term. In this context it is perhaps unsurprising that your company has had a difficult year so far as asset values are concerned. The accompanying results show a net asset value (NAV) per share of 69.8p as at 31 January 2009 and a negative total return per share for the year (before dividends) of 14.2p, equivalent to 15.9% of the opening net asset value. This disappointing outcome should however be set against the fact that over the same period the FTSE All-Share index produced a negative total return of 27.8%. Notwithstanding the fall in NAV, investment income and realised gains in the year held up well and the directors are pleased to declare a total dividend for the year of 5.5p per share, in line with our previously stated objective. Investment portfolio During the year six new venture capital investments (two of which are AIM-quoted) were acquired at a cost of £4.6 million. Six investments were fully exited and the total disposal proceeds for the year amounted to £7.2 million. The portfolio at 31 January 2009 comprised 48 holdings with a book value of £22.9 million. Investment valuations generally have been depressed by a combination of lower price-earnings ratios applying to comparable industry sectors in the quoted markets and some falls in underlying company profitability and asset values. The board continues to take a cautious and rigorous approach to valuing the portfolio and has marked down a number of individual holdings, which we believe is prudent and realistic in the current circumstances. Despite these lower valuations it is noteworthy that no company in the portfolio actually failed during the year, although our investment in DMN was sold for a token consideration which realised a substantial loss and we have made appropriate provisions against a number of other companies where prospects are presently uncertain. DxS has made strong progress and is now our largest holding by value, and several other investments have defied the challenging conditions to report excellent results. Developments in the portfolio are discussed in more detail in the business review in the annual report. Revenue and dividends The revenue return per share for the year was marginally higher than last year at 2.6p, enabling the revenue dividend to be maintained at 2.5p per share for the eighth successive year. The venture capital portfolio continued to contribute a strong flow of income and the revenue account also benefited from the interest income on the funds subscribed in the public share offer as well as the exemption from VAT on management fees referred to below. In addition we are able to distribute realised gains from the venture capital portfolio equivalent to 3.0p per share, making a total dividend for the year of 5.5p which is in line with the objective we set out in 2007. An interim dividend of 2.0p per share was paid in December 2008 and the proposed final dividend of 3.5p per share will, if approved by shareholders at the annual general meeting, be paid on 5 June 2009 to shareholders on the register on 1 May 2009. This payment will take the cumulative total of dividends declared by the company since inception to 44.9p per share. We do not expect to achieve a similar level of investment income in the year ending 31 January 2010, with interest rates on short-term deposits drastically reduced and some portfolio companies coming under increasing pressure from their bankers to suspend dividend and interest payments. This means that we will be more reliant than hitherto on realised capital gains in order to maintain the total dividend, and I am glad to report that in this regard the new financial year has started well with the sale of Pivotal Laboratories Holdings in March 2009. However with market conditions unlikely to improve in the near future, the challenge of achieving further realisations on acceptable terms should not be underestimated. Shareholders should therefore recognise that in the short term our target annual dividend of 5.5p per share may not be sustainable. Shareholder issues The company's public offer of new ordinary shares for subscription in the 2007/08 and 2008/09 tax years, launched in November 2007, closed in April 2008 having raised a total of £9.5 million - a satisfactory outcome. A further £0.3 million was subscribed for new shares during the year through the company's dividend investment scheme, under which investors can currently claim income tax relief at 30% on the amount invested. During the year the company purchased for cancellation 742,786 ordinary shares, equivalent to approximately 1.5% of the issued capital at the start of the year, at a total cost of £586,000. This buy-back activity was concentrated in the earlier part of the year and in recent months we have stood back from the market because of the volatility of asset prices generally. However it remains the board's policy to buy back the company's ordinary shares in the market at a 10% discount to NAV, subject to market conditions and the terms of the authority granted by shareholders. The turmoil in the financial markets has produced various side effects, one of which was the failure of our corporate brokers and market-makers, Landsbanki Securities (UK), in October 2008. A successor firm, Teathers, was appointed by your company but regrettably in March 2009 this firm in turn was obliged to cease trading due to the financial difficulties of its parent group. We are presently reviewing the future provision of corporate broking services. The most obvious result of these disruptions has been the volatility of the company's share price, which has been trading at a discount to NAV of over 40% during the recent closed period leading up to the announcement of these annual results. Although in the long run it is our objective to stimulate secondary market demand for the company's shares by maintaining an attractive dividend yield, in the immediate future we may have to make more extensive use of our buy-back powers in order to restore the discount to a more acceptable level in the short term. VAT on management fees Following the Chancellor of the Exchequer's announcement in the 2008 Budget that investment management fees paid by VCTs were to become exempt from VAT, HM Revenue & Customs has acknowledged that under European Union VAT law this exemption should have applied from 1990 onwards. Our managers had already submitted a claim for repayment of VAT previously paid and your company has so far recovered £414,000, which has been recognised as a separate credit in the income statement. It is possible that a further repayment will be obtained but the position is not sufficiently clear-cut for us to predict the outcome at this stage. The ongoing saving in VAT on management fees is especially welcome at a time when the Government's policy of driving down interest rates is having a significant effect on our investment income. VCT qualifying status The company has continued to meet the qualifying conditions laid down by HM Revenue & Customs for maintaining its approval as a VCT. The board retains PricewaterhouseCoopers LLP as independent advisers on VCT taxation matters. Board of directors In April 2008 Matt Ridley retired from the board, having chaired Northern 2 VCT since its inception in 1999. I would like to thank Matt on behalf of shareholders and the board for his contribution to the company over the first nine years of its life. I am grateful to my colleagues for their support and encouragement during what has been by any measure an interesting first year in the chair. Prospects The immediate outlook for the UK economy is uncertain and it seems likely that the financial markets will remain depressed for a considerable period into the future. The flow of new venture capital deals has slowed considerably and your board and managers will continue to take a cautious approach to making new investment commitments. Nevertheless our experience of previous recessions suggests that in time there will be opportunities to acquire fundamentally sound businesses at attractive valuations with a view to benefiting from the eventual recovery. In the meantime, with a defensively managed portfolio and ample liquid funds, the emphasis will remain on ensuring as far as possible that our company is well placed to emerge from the present downturn in a strong position. David Gravells Chairman The audited financial statements for the year ended 31 January 2009 are set out below. INCOME STATEMENT for the year ended 31 January 2009 Year ended 31 January 2009 Year ended 31 January 2008 Revenue Capital Total Revenue Capital Total £000 £000 £000 £000 £000 £000 Gain on disposal of investments - 784 784 - 1,759 1,759 Movements in fair value of - (9,985) (9,985) - 802 802 investments ------ ------ ------ ------ ------ ------ - (9,201) (9,201) - 2,561 2,561 Income 2,456 - 2,456 2,111 - 2,111 Investment (246) (740) (986) (253) (968) (1,221) management fee Recoverable VAT 99 315 414 - - - Other expenses (298) - (298) (266) - (266) ------ ------ ------ ------ ------ ------ Return on ordinary activities 2,011 (9,626) (7,615) 1,592 1.593 3,185 before tax Tax on return on ordinary (538) 120 (418) (416) 303 (113) activities ------ ------ ------ ------ ------ ------ Return on ordinary activities 1,473 (9,506) (8,033) 1,176 1,896 3,072 after tax ------ ------ ------ ------ ------ ------ Return/(loss) 2.6p (16.8)p (14.2)p 2.5p 3.9p 6.4p per share RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS for the year ended 31 January 2009 Year ended Year ended 31 January 2009 31 January 2008 £000 £000 Equity shareholders' funds at 1 February 2008 43,753 42,909 Return on ordinary activities after tax (8,033) 3,072 Dividends recognised in the year (3,005) (3,109) Net proceeds of share issues 7,573 2,038 Shares purchased for Cancellation (586) (1,157) ------ ------ Equity shareholders' funds at 31 January 2009 39,702 43,753 ------ ------ BALANCE SHEET as at 31 January 2009 31 January 31 January 2009 2008 £000 £000 Venture capital investments Unquoted 21,090 29,326 Quoted 1,823 2,349 ------ ------ Total venture capital investments 22,913 31,675 Listed fixed-interest investments 4,636 5,066 ------ ------ Total fixed asset investments 27,549 36,741 ------ ------ Current assets: Debtors 813 355 Cash and deposits 11,891 7,452 ------ ------ 12,704 7,807 Creditors (amounts falling due within one year) (551) (795) ------ ------ Net current assets 12,153 7,012 ------ ------ Net assets 39,702 43,753 ------ ------ Capital and reserves: Called-up equity share capital 2,843 2,456 Share premium 34,021 26,872 Capital redemption reserve 337 300 Capital reserve - realised 8,157 8,727 Capital reserve - unrealised (6,863) 4,396 Revenue reserve 1,207 1,002 ------ ------ Total equity shareholders' funds 39,702 43,753 ------ ------ Net asset value per share 69.8p 89.1p CASH FLOW STATEMENT for the year ended 31 January 2009 Year ended Year ended 31 January 2009 31 January 2008 £000 £000 £000 £000 Cash flow statement Net cash inflow from operating activities 574 1,283 Taxation: Corporation tax paid (108) (106) Financial investment: Purchase of investments (7,864) (8,066) Sale/repayment of Investments 7,855 14,159 ------ ------ Net cash inflow/(outflow) from financial investment (9) 6,093 Equity dividends paid (3,005) (3,109) ------ ------ Net cash inflow/(outflow) before financing (2,548) 4,161 Financing: Issue of shares 7,999 2,146 Share issue expenses (426) (108) Purchase of shares for cancellation (586) (1,157) ------ ------ Net cash inflow from 6,987 881 financing ------ ------ Increase in cash and 4,439 5,042 deposits ------ ------ Reconciliation of return before tax to net cash flow from operating activities Return on ordinary activities before tax (7,615) 3,185 Gain on disposal of (784) (1,759) investments Movements in fair value of 9,985 (802) investments Decrease/(increase) in (458) 116 debtors Increase/(decrease) in (554) 543 creditors ------ ------ Net cash inflow from operating activities 574 1,283 ------ ------ Reconciliation of movement in net funds 1 February Cash flows 31 January 2009 2008 £000 £000 £000 Cash at bank 7,452 4,439 11,891 ------ ------ ------ INVESTMENT PORTFOLIO SUMMARY as at 31 January 2009 Cost Valuation % of net £000 £000 assets by value Fifteen largest venture capital investments DxS 684 2,083 5.2 Envirotec 975 1,744 4.4 Paladin Group 1,307 1,567 4.0 Pivotal Laboratories Holdings 857 1,563 3.9 Crantock Bakery 1,107 1,406 3.6 Britspace Holdings 2,230 1,295 3.3 Axial Systems Holdings 1,000 1,000 2.5 Closerstill Holdings 1,000 1,000 2.5 Optilan Group 1,000 1,000 2.5 Abermed 725 989 2.5 Longhirst Venues 353 958 2.4 S&P Coil Products 620 834 2.1 Arleigh International 435 769 1.9 Liquidlogic 169 672 1.7 Ingleby (1804) 633 633 1.6 ------ ------ ----- 13,095 17,513 44.1 Other venture capital investments 15,900 5,400 13.6 ------ ------ ----- Total venture capital investments 28,995 22,913 57.7 Listed fixed-interest investments 5,418 4,636 11.7 ------ ------ ----- Total fixed asset investments 34,413 27,549 69.4 ------ Net current assets 12,153 30.6 ------ ----- Net assets 39,702 100.0 ------ ----- BUSINESS RISKS The board carries out a regular review of the risk environment in which the company operates. The main areas of risk identified by the board are as follows: Investment risk: The majority of the company's investments are in small and medium-sized unquoted and AIM-quoted companies which are VCT qualifying holdings, and which by their nature entail a higher level of risk and lower liquidity than investments in large quoted companies. The directors aim to limit the risk attaching to the portfolio as a whole by careful selection and timely realisation of investments, by carrying out rigorous due diligence procedures and by maintaining a wide spread of holdings in terms of financing stage, industry sector and geographical location. The board reviews the investment portfolio with the investment managers on a regular basis. Financial risk: As most of the company's investments involve a medium to long-term commitment and many are relatively illiquid, the directors consider that it is inappropriate to finance the company's activities through borrowing except on an occasional short-term basis. Accordingly they seek to maintain a proportion of the company's assets in cash or cash equivalents in order to be in a position to take advantage of new unquoted investment opportunities. The company has very little exposure to foreign currency risk and does not enter into derivative transactions. Liquidity risk: The company's investments may be difficult to realise. The fact that a stock is quoted on AIM does not guarantee its liquidity and there may be a large spread between bid and offer prices. Unquoted investments are not traded on a recognised stock exchange and are inherently illiquid. Internal control risk: The board regularly reviews the system of internal controls, both financial and non-financial, operated by the company and the manager. These include controls designed to ensure that the company's assets are safeguarded and that proper accounting records are maintained. VCT qualifying status risk: the company is required at all times to observe the conditions laid down in the Income Tax Act 2007 for the maintenance of approved VCT status. The loss of such approval could lead to the company losing its exemption from corporation tax on capital gains, to investors being liable to pay income tax on dividends received from the company and, in certain circumstances, to investors being required to repay the initial income tax relief on their investment. The manager keeps the company's VCT qualifying status under continual review and reports to the board on a quarterly basis. The board has also retained PricewaterhouseCoopers LLP to undertake an independent VCT status monitoring role. STATEMENT OF DIRECTORS' RESPONSIBILITIES The directors are responsible for preparing the annual financial report in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with UK Accounting Standards. The financial statements are required by law to give a true and fair view of the state of affairs of the company at the end of the financial period and of the return of the company for that period. In preparing these financial statements, the directors are required to: * select suitable accounting policies and then apply them consistently; * make judgements and estimates that are reasonable and prudent; * state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and * prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. In relation to the financial statements for the year ended 31 January 2009, each of the directors has confirmed that to the best of his knowledge: * the financial statements, which have been prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company; and * the directors' report includes a fair review of the development and performance of the business and the position of the company together with a description of the principal risks and uncertainties which it faces. The directors are also responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that its financial statements comply with the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities. Under applicable law and regulations, the directors are also responsible for preparing a directors' report, directors' remuneration report and corporate governance statement that comply with that law and those regulations. The company's financial statements are published on the NVM Private Equity Limited website. The maintenance and integrity of this website is the responsibility of NVM and not of the company. Visitors to the website should be aware that legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. OTHER MATTERS The above summary of results for the year ended 31 January 2009 does not constitute statutory financial statements within the meaning of Section 240 of the Companies Act 1985 and has not been delivered to the Registrar of Companies. Statutory financial statements will be filed with the Registrar of Companies in due course; the independent auditors' report on those financial statements under Section 235 of the Companies Act 1985 is unqualified and does not contain a statement under Section 237(2) or (3) of the Companies Act 1985. The proposed final dividend of 3.5p per share for the year ended 31 January 2009 will, if approved by shareholders, be paid on 5 June 2009 to shareholders on the register at the close of business on 1 May 2009. The full annual report including financial statements for the year ended 31 January 2009 is expected to be posted to shareholders on 14 April 2009 and will be available to the public at the registered office of the company at Northumberland House, Princess Square, Newcastle upon Tyne NE1 8ER and on the NVM Private Equity Limited website, www.nvm.co.uk. ENDS ---END OF MESSAGE--- This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
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