Half-yearly report

22 SEPTEMBER 2009 NORTHERN 2 VCT PLC UNAUDITED HALF-YEARLY FINANCIAL REPORT FOR THE SIX MONTHS ENDED 31 JULY 2009 Northern 2 VCT PLC is a Venture Capital Trust (VCT) managed by NVM Private Equity. It 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: (comparative figures for the six months ended 31 July 2008) 2009 2008 Net assets £44.0m £47.3m Net asset value per share 77.1p 83.3p Return per share Revenue 1.5p 1.6p Capital 9.3p (4.4)p Total 10.8p (2.8)p Interim dividend per share In respect of the period Revenue 1.0p 1.0p Capital 1.0p 1.0p Total 2.0p 2.0p Cumulative returns to shareholders since launch Net asset value per share 77.1p 83.3p Dividends paid per share* 44.9p 39.4p Net asset value plus dividends paid per share 122.0p 122.7p Share price at end of period 49.5p 76.5p *Excluding proposed interim dividend For further information, please contact: NVM Private Equity Limited Alastair Conn/Christopher Mellor 0191 244 6000 Website: www.nvm.co.uk NORTHERN 2 VCT PLC HALF-YEARLY MANAGEMENT REPORT FOR THE SIX MONTHS ENDED 31 JULY 2009 The six months to 31 July 2009 saw some recovery in the financial markets, with the FTSE All-Share index rising by 13% over the period, but there was relatively little evidence of a sustainable improvement in the UK economy. The operating environment for small and medium-sized companies has continued to be very difficult and seems likely to remain so for some time to come. This presents significant challenges to investors in such companies, and it is therefore encouraging to report that over the past half year our portfolio has demonstrated a measure of resilience against the effects of recession. We are also pleased to announce today a highly successful exit from the molecular diagnostics developer DxS, which was our largest investment by value at 31 July 2009. Results and dividend The net asset value (NAV) per share at 31 July 2009, after deducting the 2008/09 final dividend of 3.5p per share paid in June 2009, was 77.1p (31 January 2009 69.8p) - an increase of 10.5% during the half year. The return per share for the period before dividends, as shown in the income statement, was 10.8p compared with a negative return of 2.8p for the corresponding period last year. This is a good result against the background of continuing uncertainty in the economy and financial markets. Investment income for the period remained steady at £1.4 million, and the revenue return per share was down marginally from 1.6p to 1.5p. These figures reflect the benefit of a significant one-off income receipt from DxS, without which both income and revenue return per share would have been considerably lower than in the corresponding period. The principal factors affecting income generation have been firstly the continuing reduction in interest rates, culminating in base rate being reduced in March 2009 to 0.5% - a level which would have seemed almost inconceivable twelve months earlier - and secondly the fact that a number of our unquoted investee companies have come under pressure from their bankers to defer interest and dividend payments in order to reduce borrowings. We are likely to feel the impact of this more keenly in the second half of the current financial year. However the capital return per share recovered strongly to 9.3p, from minus 4.4p in the corresponding period, through a combination of realised gains and unrealised revaluation increases. The board has declared an unchanged interim dividend of 2.0p per share, comprising 1.0p revenue and 1.0p capital distribution, which will be paid on 4 December 2009 to shareholders on the register on 6 November 2009. Our stated objective is to maintain the annual dividend at not less than 5.5p per share; in the current climate this is a demanding target but we presently expect, in the light of recent encouraging progress, to declare a final dividend of 3.5p per share so as to match last year's total. Investments The rate of new investment has remained slow and one new unquoted holding was added during the period: £995,000 was invested in Ingleby (1817), a new company formed by an experienced pharmaceutical industry entrepreneur to acquire high-potential drug development businesses. At this stage in the economic cycle our managers expect to see some interesting new opportunities at realistic valuations and this should lead to an increase in investment activity. During the period there were two significant realisations in the portfolio. In March Pivotal Laboratories Holdings was sold to the US-based clinical research services firm ACM, realising proceeds of £1.6 million and a gain over original cost of £0.7 million, and in July the public sector software developer Liquidlogic was sold to the AIM-quoted System C Healthcare for proceeds of £1.2 million and a gain of £1.0 million. In both cases there may be a further payment to come depending on future performance. Subsequent to 31 July 2009, as referred to above, the company's investment in DxS has been sold for initial proceeds of £4.4 million in cash. DxS, which provides molecular diagnostic products and services to the healthcare sector, has achieved significant growth since our original early-stage investment in 2001 and this is a very satisfactory outcome, representing an overall cash return of over seven times the money invested. The initial sale price has been reflected in the directors' valuation of the investment at 31 July 2009 and we have also been able to recognise some £0.6 million of accrued investment income which was paid at completion. Northern 2 VCT may become entitled to receive further capital payments of up to £3.2 million over the next three years depending on the achievement by DxS of specified objectives, but no account has been taken of these in the financial statements at this stage. The valuation of the continuing portfolio has as usual been subjected to a careful review, based on a cautious perception of the current economic outlook and an awareness that many companies are finding it difficult to maintain their bank borrowing facilities at previous levels. This has led to some further reductions in individual company valuations but we have also been able to recognise a number of cases where good progress is being made and value has been enhanced. However the investment in Foreman Roberts Group, which was written down to nil value at 31 January 2009, was radically restructured in July and has now in effect been permanently written off. The reserve of cash and near-cash assets available for future investment remains strong, with approximately £17 million of liquid resources on the balance sheet at 31 July 2009. Shareholder issues We reported six months ago on the difficulties which had been experienced in relation to the provision of corporate broking and market-making services to the company. In April 2009, following a review of available options, the board appointed Singers Capital Markets as brokers. The mid-market share price, which reached a low point of 34.5p in April, has subsequently recovered to 49.5p at 31 July. This still represents a discount of over 30% to NAV, and a tax-free income yield of 11.1% based on a 5.5p annual dividend. The directors remain willing to use the company's powers to re-purchase its own shares in order to support market liquidity. The buy-back authority granted by shareholders caps the price at which we can deal at a maximum of 105% of the latest mid-market share price, which currently prevents us from buying shares at our target discount to NAV of 10%. Given this restriction, and having regard to the general volatility in the financial markets, we have concluded (as have a number of other VCT boards) that maintaining a fixed 10% discount is not currently feasible and that for the foreseeable future we should be prepared to buy back at a wider discount, subject to market conditions. This matter will be kept under continuing review. At the same time our managers and their colleagues in the VCT sector are continuing their efforts, supported by the Association of Investment Companies, to promote the merits of acquiring and retaining VCT shares as a means of generating substantial tax-free yields in the long term, at a time when the higher rate of income tax is about to increase and conventional methods of pension provision have been proving less than wholly adequate. We believe that a wider appreciation by investors of the attractions of VCT shares could help to reduce discounts to NAV in the sector generally. VAT on management fees Following HM Revenue & Customs' acceptance that investment management fees paid by VCTs should be exempt from VAT, a credit of £414,000 was recognised in the financial statements for the year ended 31 January 2009 in respect of VAT recoverable for earlier periods. Discussions are continuing with a view to possible further recoveries, but the outcome is not yet sufficiently certain to be reflected in the current financial statements. 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. Risk management The board carries out a regular review of the risk environment in which the company operates. There has been no significant change to the key risks discussed on page 10 of the annual report for the year ended 31 January 2009, including those resulting from the size and relative illiquidity of the unquoted and AIM-quoted investments held by the company. Prospects The recent upturn in the financial markets has been taken in some quarters as an indicator of imminent recovery in the economy. At this stage your board and managers consider it appropriate to take a more cautious view, believing that a return to economic prosperity may be only gradual while the effects of recent events work their way through the system. This will inevitably have an impact on the short-term prospects for our own investments. Nevertheless the portfolio is showing some encouraging signs and this should lead to further progress being made in the medium term. On behalf of the Board DAVID GRAVELLS Chairman The unaudited half-yearly financial statements for the six months ended 31 July 2009 are set out below. INCOME STATEMENT (unaudited) for the six months ended 31 July 2009 Six mths ended 31 July 2009 Six mths ended 31 July 2008 Revenue Capital Total Revenue Capital Total £000 £000 £000 £000 £000 £000 Gain on disposal of investments - 703 703 - 159 159 Movements in value of investments - 4,768 4,768 - (2,559) (2,559) ----- ----- ----- ----- ----- ----- - 5,471 5,471 - (2,400) (2,400) Income 1,369 - 1,369 1,377 - 1,377 Investment (102) (307) (409) (129) (386) (515) management fee Recoverable VAT - - - 119 381 500 Other expenses (155) - (155) (150) - (150) ----- ----- ----- ----- ----- ----- Return on ordinary activities before tax 1,112 5,164 6,276 1,217 (2,405) (1,188) Tax on return on ordinary (242) 89 (153) (321) 2 (319) activities ----- ----- ----- ----- ----- ----- Return on ordinary activities after tax 870 5,253 6,123 896 (2,403) (1,507) ----- ----- ----- ----- ----- ----- Return per share 1.5p 9.3p 10.8p 1.6p (4.4)p (2.8)p Year ended 31 January 2009 Revenue Capital Total £000 £000 £000 Gain on disposal of investments - 784 784 Movements in fair value of investments - (9,985) (9,985) ----- ----- ----- - (9,201) (9,201) Income 2,456 - 2,456 Investment management fee (246) (740) (986) Recoverable VAT 99 315 414 Other expenses (298) - (298) ----- ----- ----- Return on ordinary activities before tax 2,011 (9,626) (7,615) Tax on return on ordinary activities (538) 120 (418) ----- ----- ----- Return on ordinary activities after tax 1,473 (9,506) (8,033) ----- ----- ----- Return per share 2.6p (16.8)p (14.2)p RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS (unaudited) for the six months ended 31 July 2009 Six months Six months Year ended ended ended 31 January 31 July 2009 31 July 2008 2009 £000 £000 £000 Equity shareholders' funds at 1 February 2009 39,702 43,753 43,753 Return on ordinary activities after tax 6,123 (1,507) (8,033) Dividends recognised in the period (1,990) (1,870) (3,005) Net proceeds of share 173 7,466 7,573 issues Shares purchased for cancellation (36) (586) (586) ------ -- --- ------ Equity shareholders' funds at 31 July 2009 43,972 47,256 39,702 ------ ------ ------ BALANCE SHEET (unaudited) as at 31 July 2009 31 July 2009 31 July 2008 31 January 2009 £000 £000 £000 Fixed asset investments held at fair value: Venture capital investments Unquoted 23,577 25,779 21,090 Quoted 2,544 2,053 1,823 ------ ------ ------ Total venture capital 26,121 27,832 22,913 investments Listed fixed-interest 5,018 17,548 4,636 investments ------ ------ ------ Total fixed asset investments 31,139 45,380 27,549 ------ ------ ------ Current assets: Debtors 1,465 872 813 Cash and deposits 12,008 1,565 11,891 ------ ------ ------ 13,473 2,437 12,704 Creditors (amounts falling due within one year) (640) (561) (551) ------ ------ ------ Net current assets 12,833 1,876 12,153 ------ ------ ------ Net assets 43,972 47,256 39,702 ------ ------ ------ Capital and reserves: Called-up equity share capital 2,852 2,835 2,843 Share premium 34,181 33,922 34,021 Capital redemption reserve 341 337 337 Capital reserve 7,472 8,028 8,157 Revaluation reserve (2,098) 937 (6,863) Revenue reserve 1,224 1,197 1,207 ------ ------ ------ Total equity shareholders' funds 43,972 47,256 39,702 ------ ------ ------ Net asset value per share 77.1p 83.3p 69.8p CASH FLOW STATEMENT (unaudited) for the six months ended 31 July 2009 Six months ended Six months ended Year ended 31 July 2009 31 July 2008 31 January 2009 £000 £000 £000 £000 £000 £000 Net cash inflow from operating 89 142 574 activities Taxation: Corporation tax - - (108) paid Financial investment: Purchase of (1,528) (22,619) (7,864) investments Sale/repayment of investments 3,409 11,580 7,855 ------ ------ ------ Net cash inflow/(outflow) from financial 1,881 (11,039) (9) investment Equity dividends (1,990) (1,870) (3,005) paid ------ ------ ------ Net cash outflow before financing (20) (12,767) (2,548) Financing: Issue of ordinary 189 7,886 7,999 shares Share issue (16) (420) (426) expenses Purchase of ordinary shares for cancellation (36) (586) (586) ------ ------ ------ Net cash inflow from financing 137 6,880 6,987 ------ ------ ------ Increase/(decrease) in cash and deposits 117 (5,887) 4,439 ------ ------ ------ Reconciliation of return before tax to net cash flow from operating activities Return on ordinary activities before tax 6,276 (1,188) (7,615) Gain on disposal of investments (703) (159) (784) Movements in fair value of investments (4,768) 2,559 9,985 Increase in debtors (652) (517) (458) Decrease in creditors (64) (553) (554) ------ ------ ------ Net cash inflow from operating activities 89 142 574 ------ ------ ------ Analysis of movement in net funds 1 February Cash flows 31 July 2009 2009 £000 £000 £000 Cash and deposits 11,891 117 12,008 ------ ------ ------ INVESTMENT PORTFOLIO SUMMARY as at 31 July 2009 Cost Valuation % of net assets £000 £000 by valuation 15 largest investments: DxS 685 4,395 10.0 Paladin Group 1,307 1,823 4.1 Envirotec 975 1,785 4.1 Crantock Bakery 1,107 1,412 3.2 Britspace Holdings 2,230 1,365 3.1 Axial Systems Holdings 1,004 1,164 2.6 Abermed 725 1,059 2.4 CloserStill Holdings 1,000 1,000 2.3 Ingleby (1817) 995 995 2.3 S&P Coil Products 620 994 2.3 Longhirst Venues 375 965 2.2 Arleigh International 435 888 2.0 Advanced Computer Software* 429 884 2.0 Optilan Group 1,000 821 1.9 IG Doors 1,000 750 1.7 ------ ------ ----- 13,887 20,300 46.2 Other venture capital investments 14,090 5,821 13.2 ------ ------ ----- Total venture capital investments 27,977 26,121 59.4 Listed fixed-interest investments 5,260 5,018 11.4 ------ ------ ----- Total fixed asset investments 33,237 31,139 70.8 ------ Net current assets 12,833 29.2 ------ ----- Net assets 43,972 100.0 ------ ----- *Quoted on AIM The above summary of results for the six months ended 31 July 2009 does not constitute statutory financial statements within the meaning of Section 240 of the Companies Act 1985, has not been audited or reviewed by the company's independent auditors and has not been delivered to the Registrar of Companies. The figures for the year ended 31 January 2009 have been extracted from the audited financial statements for that year, which have been delivered to the Registrar of Companies; the independent auditors' report on those financial statements under Section 235 of the Companies Act 1985 was unqualified. The half-yearly financial statements have been prepared on the basis of the accounting policies set out in the annual financial statements for the year ended 31 January 2009. The directors confirm that to the best of their knowledge the half-yearly financial statements have been prepared in accordance with the Statement "Half-yearly financial reports" issued by the UK Accounting Standards Board and the half-yearly financial report includes a fair review of the information required by (a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the year, and (b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period, and any changes in the related party transactions described in the last annual report that could do so. The calculation of the revenue and capital return per share is based on the return on ordinary activities after tax for the period and on 56,924,548 (2008 54,434,646) ordinary shares, being the weighted average number of shares in issue during the period. The proposed interim dividend of 2.0p per share for the year ending 31 January 2010 will be paid on 4 December 2009 to shareholders on the register at the close of business on 6 November 2009. A copy of the half-yearly financial report for the six months ended 31 July 2009 is expected to be posted to shareholders on 2 October 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. ---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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