Proven Growth & Income VCT plc : Half-yearly re...

Proven Growth & Income VCT plc : Half-yearly report

ProVen Growth & Income VCT plc

Half-Yearly Report for the six months ended 31 August 2013

Financial Summary

31 Aug
2013
31 Aug
2012
28 Feb
2013
PencePencePence
Ordinary Shares *
Net asset value per share ("NAV")83.178.587.7
Dividends paid **22.618.618.6
Total return (NAV plus dividends paid)105.797.1106.3

* The Ordinary Shares were originally created as 'C' Shares in 2006. The original Ordinary Shares merged with the 'C' Shares in October 2009 at which point the 'C' Shares were converted into Ordinary Shares on a one-for-one basis.

** represents dividends paid in respect of the 'C' Shares between their launch in 2006 up until their conversion in 2009 and as Ordinary Shares since the 'C' Share conversion.

The table above reflects returns since the initial launch of the 'C' Share class (now the Ordinary Share class).

Chairman's Statement
Introduction
I am pleased to present my report for the six months ended 31 August 2013 and also to welcome new Shareholders who have joined the Company as a result of the recent merger with ProVen Health VCT.

Although general conditions remain challenging, the Company has been able to make continued progress in terms of securing further profitable exits and delivering the benefits of the merger.

Net asset value
As at 31 August 2013, the net asset value ("NAV") per share stood at 83.1p, a decrease of 0.6p per share or 0.7% since the year end (after adjusting for the 4.0p dividend paid on 2 August 2013).

Merger with ProVen Health VCT plc
The merger with ProVen Health VCT plc completed on 6 August 2013. The Company acquired the assets of ProVen Health VCT plc, which were valued at £6.4 million, and issued 7,447,624 new shares to ProVen Health VCT plc shareholders in exchange. The merger brings a number of benefits including reducing the burden of fixed running costs for all shareholders by virtue of the larger size of the Company and in increasing portfolio diversity.

In addition, I am pleased to welcome Frank Harding as a new non-executive director. Frank was previously a director of ProVen Health VCT plc and so brings detailed knowledge of that portfolio.  As a chartered accountant with over 40 years' experience at KPMG, I believe Frank will be a valuable addition to the Board.

Venture capital investments
In addition to the new investments arising from the merger, the Company also made three follow on investments at a total cost of £843,000. There were two significant disposals that took place in the period. The sale of the investment in Fjordnet realised a gain against original cost of £4.0 million and also has the potential for further proceeds over the next year. The investment in the salad bar chain, Tossed, was also sold, producing a gain against original cost of £162,000.  There were also several loan stock redemptions which took place at par value and the receipt of some deferred consideration from a historic disposal previously valued at nil.

In reviewing the investment valuations at the period end, the Board has agreed a number of adjustments.  The net effect of the movements was an unrealised gain of £149,000, alongside net realised gains in the period of £206,000.

Results and dividends
The Income Statement shows a return on ordinary activities after taxation for the Company during the period of £715,000 (£143,000 revenue return and £572,000 capital return).

An interim dividend of 2p per share will be paid on 15 November 2013 to Shareholders on the register at 25 October 2013.  

Shareholders are reminded that the Company operates a Dividend Reinvestment Scheme ("DRIS") for Shareholders that wish to have their dividends reinvested in new shares and obtain further income tax relief on those shares.  Former ProVen Health shareholders, who were participants in the ProVen Health VCT DRIS will need to re-register to join the ProVen Growth and Income VCT DRIS.  DRIS forms can be obtained from the Company's website www.provenvcts.co.uk or by contacting Beringea on 020 7845 7820.  Shareholders will need to be registered for the DRIS prior to 25 October 2013 to ensure that they will be eligible to receive the forthcoming dividend as new shares.

Fundraising activities and share issues
An offer for subscription launched in January 2013 and this continued to raise funds throughout the period. As at the date of this report, the offer had raised gross proceeds of more than £9 million. The offer will close on 30 November 2013.

The Company allotted 150,644 shares under the Company's DRIS in respect of the dividend paid on 2 August 2013.  The shares were issued at 83.9p per share.

Share buybacks
The Company continues to have a policy of purchasing its own shares that become available in the market in order to help provide liquidity to those Shareholders that need it.

The Board monitors the market in its own shares as well as trends amongst other VCTs. Shareholders will be aware from my statement in the Annual Report that the Company has now appointed Panmure Gordon as its corporate broker. The Board is pleased to note that this move has already significantly reduced the spread on the Company's shares and, as a result, is providing more reliable pricing for Shareholders seeking to buy or sell shares. The Board has furthermore decided to reduce the discount at which it expects to buy in shares in the market from a 10% to a 5% discount to the latest published NAV with immediate effect.

During the period, the Company purchased 559,695 shares, through the normal share buyback facility, at an average price of 75.5p per share. These shares were subsequently cancelled. As reported previously, the Company also offered an enhanced share buyback facility during the period whereby, on 2 April 2013 and 8 April 2013, 4.8 million shares were purchased from Shareholders at 80.1p per share and 4.7 million new shares were issued at 82.6p per share.

Shareholders who are considering selling their shares may wish to consider contacting Panmure Gordon, prior to any sale. Panmure is able to confirm the price at which they will buy in shares.

Outlook
Your Board remains pleased with progress made by the Company and satisfied that the existing portfolio offers potential for further capital growth and profitable realisations. Additional comfort is taken from the fact that there are now some indications that the UK economy may be heading towards a modest recovery.

With a significant level of funds available for new investment, the Board is reassured that the Manager continues to have a steady pipeline of potential new opportunities and expects to see several new investments completed over the remainder of the year, including some in the niche sectors where the Company has had significant success in the past.

Marc Vlessing
Chairman

Investment Manager's Report
Introduction
We have pleasure in presenting our half yearly report to 31 August 2013 for ProVen Growth and Income VCT plc.

Portfolio activity and valuation
At 31 August 2013, the Company's investment portfolio comprised holdings in 35 companies, of which 32 were unquoted and 3 were quoted on AIM, and £28.0 million in cash. The venture capital portfolio valuation of £22.3 million represents an overall uplift of 9% on the original acquisition cost of £20.6 million. Whilst there have been a number of strong performers within the portfolio, it is reassuring that this uplift is not dependent on a small number of companies: almost two thirds of the portfolio by number is valued at or above cost (or transfer value for former ProVen Health VCT plc ("PHV") investments). This is during a time when general economic conditions have been particularly difficult and finance for both businesses and consumers has been constrained.

The most significant development during the period was the transfer in August of 12 venture capital investments valued at £3.5 million and £2.7 million in cash from the merger of the Company with PHV. Six of these investments - APM Healthcare, Inskin Media, Cognolink, Utility Exchange Online, Skills Matter and Long Eaton Healthcare - with a transfer value of £2.2 million, were already held by the VCT.

The remainder of the value of the transferred venture capital investments was in two companies:  Polytherics (transfer value £1.0 million) and Altacor (transfer value £256,000). Polytherics is a biotechnology company that applies precision chemistry to develop protein and peptide based drugs. These technologies can extend the duration of action of these drugs so that patients require fewer injections, and can create more efficacious products. In July, Polytherics merged with Antitope, a company which is able to "humanise" antibodies in order to decrease the potential risk of generating unwanted immune responses to drugs. ProVen Growth and Income VCT provided further funding of £260,000 in September in support of this acquisition.  Altacor is an ophthalmology speciality pharmaceutical company which develops and markets products directed to the needs of both ophthalmologists and patients. The other investments were all transferred at zero value.

The Company also acquired the rights to potential further proceeds of approximately £1.1 million from Biovex, which was sold by ProVen Health VCT in 2011. As at 31 August 2013, a value of £120,000 has been attributed to these proceeds and is included in debtors.

In addition to the new investments arising from the merger, a further £843,000 was invested during the period by the Company in Monica Vinader (£415,000), Utility Exchange Online ("UEO") (£353,000) and APM Healthcare (£75,000). All these investments were to support further growth of the businesses.  The investment in Monica Vinader was part of a £2.5 million funding round which will be used primarily to open new stand-alone Monica Vinader stores, following the success of the first such store which opened in London's Mayfair in 2011.  UEO will use the additional funding for investment in marketing initiatives, with the objective of increasing its already rapidly growing customer base.  APM Healthcare has already opened 18 pharmacies in doctors' surgeries across the UK. The further funding is part of a total funding round of £300,000 which will enable it to continue this roll-out.

Another significant development during the period was the sale of portfolio company Fjordnet, which delivered a four times return on the Company's equity investment over a four and a half year period.  This continues a list of notable successes in the digital media sector alongside Mergermarket, ILG Digital, Steak Media and Saffron Media. Tossed was sold to management in April generating a return of 36% on the initial investment in three years.  The valuation uplift achieved on the disposal of these two companies was accounted for in the Annual Report and Accounts for the period to 28 February 2013.

Campden Media was restructured during the period with the divestment of the division which focuses on the wealth management sector. ProVen Growth and Income VCT now holds an increased equity interest in the company, which is now a specialist healthcare marketing and communications business. The Company also holds a secured loan in the wealth management business.  

We continue to see a good flow of companies seeking funding to support their growth plans and expect to make a number of new investments over the next few months.  In the meantime, we are looking at ways of increasing the return from the cash awaiting investment and being held to fund future dividends, share buy backs and expenses, without significantly increasing the risk profile of this portion of the portfolio.  

In July, shareholders approved a change in the investment policy of the Company, to enable it to invest some of its assets in debt and debt related securities of growth companies. We have recently recruited a new investment manager who has significant experience in this area, with the objective of building a portfolio of debt-based investments.

Outlook
Recent macroeconomic news on the UK economy has been encouraging although arguably much remains to be done to get the economy on a sustainable footing. Whilst such news provides grounds for cautious optimism for both portfolio company earnings growth and potential exit opportunities, we remain focussed on identifying investment opportunities that can prosper no matter what the economic environment. Some of these will be existing "best in class" smaller companies whilst others may be taking advantage of new technologies and trends that create new markets.

We are pleased with the overall progress of the existing portfolio over the period and look forward to reporting on further developments in the next Annual Report.  

Beringea LLP

Unaudited Balance Sheet as at 31 August 2013

31 Aug
2013
31 Aug
2012
28 Feb
2013
£'000£'000£'000
Fixed assets
Investments22,31018,45026,893
Current assets
Debtors340260268
Current investments-2,500-
Cash at bank and in hand28,04912,96211,496
28,38915,72211,764
Creditors: amounts falling due within one year(448)(309)(318)
Net current assets27,94115,41311,446
Net assets50,25133,86338,339
Capital and reserves
Called up share capital979628693
Capital redemption reserve1,069977982
Unallotted share capital--781
Share premium account35,75117,79717,727
Special reserve8,56211,80211,272
Capital reserve - realised2,2861,430723
Revaluation reserve2,1291,4356,142
Revenue reserve(525)(206)19
Equity shareholders' funds50,25133,86338,339
Net asset value per Share:83.1p78.5p87.7p

Unaudited Income Statement for the six months ended 31 August 2013

Six months ended

31 Aug 2013
Six months ended
31 Aug 2012 *
Year
 ended
 28 Feb
 2013
RevenueCapitalTotalRevenueCapitalTotalTotal
£'000£'000£'000£'000£'000£'000£'000
Income
Continuing operations482-482824-8241,301
Acquisitions7-7----
489-489824-8241,301
Gains on investments
Continuing operations-293293-1221224,137
Acquisitions-6262----
-3553558241229464,137
Net gain on acquisition of net assets-580580----
Total income4899351,4248241229465,438
Investment management fee(120)(359)(479)(71)(214)(285)(688)
Other expenses(226)(4)(230)(210)-(210)(385)
Return/(loss) on ordinary activities before taxation143572715543(92)4514,365
Tax on ordinary activities-------
Return/(loss) attributable to equity shareholders143572715543(92)4514,365
Basic and diluted return/(loss) per Ordinary Share0.3p1.1p1.4p1.6p(1.0p)0.6p11.1p
Basic and diluted return/(loss) per 'D' Sharen/an/an/a0.0p2.9p2.9pn/a

* Company Total - comprises Ordinary and 'D' Share portfolio.

Reconciliation of Movements in Shareholders' Funds
for the six months ended 31 August 2013

31 Aug
2013
31 Aug 201228 Feb 2013
TotalTotalTotal
£'000£'000£'000
Opening shareholders' funds38,33935,38435,384
Proceeds from share issues18,6653940
Share issue costs(268)--
Movement in share capital to be issued (781)-781
Purchase of own shares(4,330)(492)(711)
Total recognised gains for the period7154514,365
Dividends paid in the period(2,089)(1,519)(1,520)
Closing shareholders' funds50,25133,86338,339

Unaudited Cash Flow Statement for the six months ended 31 August 2013

Six months
ended
31 Aug
2013
Six months
ended
31 Aug
2012
Year
 ended
28 Feb 2013
Note£'000£'000£'000
Net cash inflow from operating activities A1519642

Capital expenditure

Purchase of investments

(843)(1,008)(5,136)

Disposal of investments

9,2831,3451,098

Net cash inflow/(outflow) from capital expenditure

8,440337(4,038)

Acquisitions

Cash acquired

2,746--

Acquisition costs

(140)--
2,606--

Equity distributions paid

(2,089)(1,520)(1,520)

Management of liquid resources

Withdrawal from liquidity funds

--2,500
--2,500

Net cash inflow/(outflow) before financing

8,972(987)(3,016)

Financing

Proceeds from share issue12,9603940
Share issue costs(268)--
Purchase of own shares(4,330)(492)(711)
Movement in unallotted share capital(781)-781
Net cash inflow/(outflow) from financing 7,581(453)110
Increase/(decrease) in cashB16,553(1,440)(2,906)
Notes to the cash flow statement:
A Net cash flow from operating activities
Return on ordinary activities before taxation7154514,365
Gains on investments(355)(122)(4,137)
Net gain on acquisition of assets(580)--
Decrease/(increase) in debtors105(95)(157)
Increase/(decrease) in creditors130(38)(29)
Net cash inflow from operating activities1519642
B Analysis of net funds
Beginning of period11,49614,40214,402
Net cash inflow/(outflow)16,553(1,440)(2,906)
End of period28,04912,96211,496

Summary of Investment Portfolio as at 31 August 2013

CostValuationValuation movement
in the
 period
% of
portfolio
by value
£'000£'000£'000
Top ten venture capital investments (by value)
Cognolink Limited2,0512,051-4.1%
Donatantonio Limited1,3001,981(246)3.9%
APM Healthcare Limited1,7311,9281973.8%
Utility Exchange Online Limited1,8301,830-3.6%
Blis Media Limited6211,6812433.3%
Chess Technologies Limited9001,5565193.1%
Inskin Media Limited1,4351,435-2.9%
Charterhouse Leisure Limited1,0001,3721952.7%
Espresso Group Limited4831,278662.5%
Skills Matter Limited1,0251,025-2.1%
12,37616,13797432.0%
Other venture capital investments8,1786,173(825)12.3%
20,55422,31014944.3%
Cash at bank and in hand28,04955.7%
Total50,359100.0%

Other venture capital investments at 31 August 2013 comprise: Polytherics Limited, Eagle-i Music Limited, Monica Vinader Limited, Matssoft Limited,  SPC International Limited, Campden Media Limited, Eagle Rock Entertainment Group Limited, Cross Solar PV Limited, Campden Wealth Limited, Altacor Limited, Speed-Trap Holdings Limited, Pilat Media Global plc, Dianomi Limited, Cinergy International (UK) Limited, UBC Media Group plc, Senselogix Limited, Immedia Broadcasting plc, Long Eaton Healthcare Limited, Amura Holdings Limited, Baby innovations S.A. t/a Steribotttle, Deltadot Limited, Omni Delta Sciences Limited, Population Genetics Technologies Limited, Sports Holdings Limited and Vigilant Applications Limited.

With the exception of Pilat Media Global plc, UBC Media Group plc and Immedia plc which are quoted on AIM, all venture capital investments are unquoted.

Summary of Investment Movements for the six months ended 31 August 2013

Additions
Cost
£'000
Monica Vinader Limited
415
Utility Exchange Online Limited
353
APM Healthcare Limited
75
843
Acquired as a result of the merger with ProVen Health VCT plc
APM Healthcare Limited
1,231
Polytherics Limited
1,018
Inskin Media Limited
320
Cognolink Limited
319
Altacor Limited
256
Utility Exchange Online Limited
200
Skills Matter Limited
159
3,503

Also acquired as a result of the merger but for nil or negligible value were: Long Eaton Healthcare Limited, Amura Holdings Limited, Deltadot Limited, Omni Dental Sciences Limited and Population Genetics Technologies Limited.

Disposals

Market
value atGainRealised
Cost1 March
 2013
Disposal
Proceeds
against
cost
gain in
 period
£'000 £'000 £'000  £'000  £'000
Fjordnet Limited2,2266,2276,2274,001-
Espresso Group Limited1,1001,1001,100--
Cross Solar PV Limited574574574--
Tossed Limited624786786162-
Campden Media Limited324324324--
Donatantonio Limited6666862020
Isango! Limited--111
Steak Media Limited--185185185
4,9149,0779,2834,369206

Notes to the Unaudited Financial Statements
1. The unaudited half-yearly results cover the six months to 31 August 2013 and have been prepared in accordance with UK Generally Accepted Accounting Practice ("UK GAAP"). Where presentational guidance set out in the Statement of Recommended Practice "Financial Statements of Investment Trust Companies" revised January 2009 ("SORP") is consistent with the requirements of UK GAAP, the Directors have sought to prepare the financial statements on a consistent basis compliant with the recommendations of the SORP.

2. All revenue and capital items in the Income Statement derive from continuing operations and acquisitions.

3. There are no recognised gains or losses other than those disclosed in the Income Statement.

4. The Company has only one class of business and derives its income from investments made in shares, securities and bank deposits.

5. The comparative figures were in respect of the period ended 31 August 2012 and the year ended 28 February 2013.

6. Return per share for the period has been calculated on the following:

Revenue return per share based on:
Net revenue return after taxation (£'000)143
Capital return per share based on:
Net capital return after taxation (£'000)572
Weighted average number of shares in issue51,170,888

7. NAV per share for the period has been calculated on the following:

Net assets (£'000)50,251
Number of shares in issue at period end60,475,468

8. Dividends

Six months to
31 Aug 2013
Six months to
31 Aug 2012
Year ended 28 Feb 2013
RevenueCapitalTotalRevenueCapitalTotalTotal
Pence£'000£'000£'000£'000£'000£'000£'000
2013 Interim4.06871,4022,089----
2012 Final4.5---1691,3511,5201,520

9. Reserves

Capital redemption reserveShare
premium
account
Unallotted share capitalSpecial reserveCapital
reserve
- realised
Revaluation reserveRevenue reserve
£'000£'000£'000£'000£'000£'000£'000
At 1 March 201398217,72778111,2727236,14219
Purchase of own shares87--(4,330)---
Issue of new shares-18,024(781)----
Expenses capitalised----(363)--
Tax relief on capital expenses-------
Gains on investments--
-
-206149-
Net gain on acquisition of assets----580-
Retained revenue-----143
Transfer between reserves---1,6202,542(4,162)-
Distributions paid----(1,402)-(687)
At 31 August 20131,06935,751-8,5622,2862,129(525)

The Special reserve, Capital reserve-realised and Revenue reserve are all distributable reserves. The Revaluation reserve includes losses of £2,200,000 which are included in the calculation of distributable reserves. Total distributable reserves are £8,123,000.

10. Contingent liabilities, guarantees and financial commitments
The Company has no contingent liabilities, guarantees and financial commitments.

11. Controlling party and related party transactions
 In the opinion of the Directors there is no immediate or ultimate controlling party.

Malcolm Moss is a Partner of Beringea LLP. Beringea LLP was the Company's Investment Manager during the year. During the 6 months ended 31 August 2013, £479,000 was payable to Beringea LLP in respect of these services. At the period end the Company owed Beringea LLP £246,000.

Beringea LLP, acted as promoter for the Share offers during the period. The fees in the period amounted to £268,000 out of which it paid the costs of the offer including initial commissions. At the period end the company owed Beringea LLP £31,000 in respect of these services.

12. Acquisition
On 6 August 2013, the Company completed the acquisition of the assets of ProVen Health VCT plc.

£'000£'000
Fair value of investments acquired3,503
Fair value of debtors acquired131
Cash at bank and in hand2,746
Fair value of net assets acquired6,380
Net gain on acquisition of net assets(580)
Costs in relation to the scheme (140)
Consideration5,660
Consideration satisfied by:
Market value of Ordinary Shares issued on the date of acquisition5,660

The fair value of assets acquired from ProVen Health VCT plc was established by a valuation report under Section 593 of the Companies Act 2006 issued by Scott-Moncrieff on 6 August 2013. The market value of the shares issued is based on the mid-market price of the Ordinary Shares at the date of acquisition. The number of consideration shares issued by the company was determined by relative net asset value of the companies. As a result, a gain on the acquisition of the assets has arisen because the Company's shares trade at a discount to the underlying net asset value of the Company.

13. The unaudited financial statements set out herein do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006 and have not been delivered to the Registrar of Companies. The figures for the year ended 28 February 2013 have been extracted from the financial statements for that year, which have been delivered to the Registrar of Companies; the Auditor's report on those financial statements was unqualified.

14. 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.

15. Risks and uncertainties
Under the Disclosure and Transparency Directive, the Board is required, in the Company's half-yearly results, to report on principal risks and uncertainties facing the Company over the remainder of the financial year.

The Board has concluded that the key risks facing the Company over the remainder of the financial year are as follows:

i. investment risk associated with investing in small and immature businesses;
ii. investment risk arising from volatile stock market conditions and their potential effect on investment valuation; and
iii. failure to maintain approval as a VCT.

In the case of (i), the Board is satisfied with the Company's approach. The Investment Manager follows a rigorous process in vetting and careful structuring of new investments and, after an investment is made, close monitoring of the business. In respect of (ii), the Company seeks to hold a diversified portfolio. However, the Company's ability to manage this risk is quite limited, primarily due to the restrictions arising from the VCT regulations and the general nature of investing in small unquoted businesses.

The Company's compliance with the VCT regulations is continually monitored by the Administrator, who reports regularly to the Board on the current position. The Company also retains PricewaterhouseCoopers to provide regular reviews and advice in this area. The Board considers that this approach reduces the risk of a breach of the VCT regulations to a minimal level.

16. Going concern
The Company has considerable financial resources both at the period end and at the date of this report, and holds a diversified portfolio of investments. As a consequence, the Directors believe that the Company is well placed to manage its business risks successfully despite the current uncertain economic outlook.

The Directors confirm that they are satisfied that the Company has adequate resources to continue in business for the foreseeable future. For this reason, they believe that the Company continues to be a going concern and that it is appropriate to apply the going concern basis in preparing the financial statements.

17. Copies of the unaudited half-yearly results will be sent to Shareholders. Further copies can be obtained from the Company's Registered Office and will be available for download from www.provenvcts.com and www.downing.co.uk.




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Source: Proven Growth & Income VCT plc via Thomson Reuters ONE

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