Downing FOUR VCT plc : Half-yearly report

Downing FOUR VCT plc : Half-yearly report

Downing FOUR VCT plc

Half-Yearly Report for the six months ended 30 September 2016

FINANCIAL HIGHLIGHTS

 

 
30 Sept 2016 31 March
2016
 30 Sept
2015
  pence pence pence
DSO B Share pool          
Net asset value per DSO B Share 20.0   17.6   72.4
Net asset value per DSO C Share 0.1   0.1   0.1
Cumulative dividends per DSO B Share 91.5   91.5   32.5
Estimated performance incentive * (5.3)   (4.8)   (4.0)
Total return per DSO B Share and DSO C Share 106.3   104.4   101.0
           
DSO D Share pool          
Net asset value per DSO D Share 75.5   75.6   76.0
Cumulative dividends per DSO D Share 22.5   20.0   17.5
Total return per DSO D Share 98.0   95.6   93.5
           
DP67 Share pool       
Net asset value per DP67 Share 63.9   60.4   62.9
Cumulative dividends per DP67 Share 25.8   23.8   21.8
Total return per DP67 Share 89.7   84.2   84.7
           
DP2011 General Share pool       
Net asset value per DP2011 Gen Ord Share 25.0   75.1   78.9
Net asset value per DP2011 Gen A Share 30.3   5.9   6.1
Cumulative dividends per DP2011 Gen Ord Share 45.0   22.5   20.0
Total return per DP2011 Gen Ord Share and Gen A Share 100.3   103.5   105.0
Estimated Performance incentive (already included above) *4.6 - -
           
DP2011 Structured Share pool         
Net asset value per DP2011 Struc Ord Share 14.9   77.1   80.8
Net asset value per DP2011 Struc A Share 31.8   6.1   6.3
Cumulative dividends per DP2011 Struc Share 55.0   22.5   20.0
Total return DP2011 Struc Ord Share and Struc A Share 101.7   105.7   107.1
Estimated Performance incentive (already included above) *4.8 - -
           
DP2011 Low Carbon Share pool         
Net asset value per DP2011 Low Carbon Share 41.7   41.6   90.0
Cumulative dividends per DP2011 Low Carbon Share 73.9   73.9   21.4
Estimated Performance incentive * (6.8)   -   -
Total return per DP2011 Low Carbon Share 108.8   115.5   111.4

CHAIRMAN'S STATEMENT
Introduction
I am pleased to present the Company's Half Yearly Report for the six months ended 30 September 2016. The period has been notable for the outcome of the EU Referendum and, more recently, the US election result. These events have, however, had little impact on your Company and, in general, progress across the various share pools has continued to be satisfactory.

Share pools
The Company now has six active share pools each with a different profile. This report includes sections covering each share pool; I will give a brief overview of each pool.

DSO B Share Pool
The combined NAV of one DSO B Share and one DSO C Share stood at 20.1p at 30 September 2016, an increase of 2.4p per share or 13.8% over the period. Total Return now stands at 111.6p per share, compared to the cost for Shareholders who invested in the B Share offer, net of income tax relief, of 70.0p.  Based on the current performance it is estimated that a performance fee equivalent to 5.3p per B Share may become payable to members of the management team when the task of returning funds to Shareholders is complete. This would result in a net Total Return of 106.3p.
The pool is in the process of realising its remaining investments and we are optimistic that it will be in a position to declare a final distribution to shareholders early in the New Year.

DSO D Share Pool
The DSO D Share NAV stood at 75.5p at 30 September 2016, an increase of 2.4p per share or 3.2% over the period, after adjusting for the dividends paid in the period of 2.5p. Total Return now stands at 98.0p per share, compared to the cost for Shareholders who invested in the D Share offer, net of income tax relief, of 70.0p.

The DSO D Share pool will seek to begin the process of realising its investments to return funds to investors in August 2017.

DP67 Share Pool
The DP67 share pool arose from the merger with Downing Planned Exit VCT 6 plc and Downing Planned Exit VCT 7 plc. As at 30 September 2016, the NAV of the DP67 Shares stood at 63.9p per share.

This represents an increase of 5.5p (9.1%) (after adjusting for the dividend paid) over the period. Total Return for DP67 shareholders now stands at 89.7p per share.

The DP67 Share pool will be commencing the process of realising its investments to return funds to investors in 2018.

DP2011 General Share Pool
Now that the Share Pool is in the process of returning funds to Shareholders, an estimate has been made of the performance incentive that may ultimately be paid to members of the management team were the remaining investments to be realised at current carrying value.  This is achieved by the allocation of value to the DP2011 General A Shares from the DP2011 General Ordinary Shares.

After providing for an estimate performance incentive of 4.6p per DP2011 General Ordinary Share, as at 30 September 2016, the NAV of a combined holding of one DP2011 General Ordinary Share and one DP2011 General A Share stood at 55.3p per share. This represents an increase of 1.4p or 1.8% (after adjusting for the dividends paid) over the period before adjusting for the performance incentive.

Total Return for DP2011 General Shareholders now stands at 100.3p compared to the cost for Shareholders who invested in the original offer, net of income tax relief, of 70.0p.

The Share pool has started the task of realising its investments earlier this year and will make further distributions to Shareholders as this process progresses.

DP2011 Structured Share Pool
As with the DP2011 General pool, an estimate has now been made of the performance incentive that may ultimately be paid to members of the management team were the remaining investments to exit at current carrying value.

After providing for an estimated performance incentive of 4.8p per DP2011 Structured Ordinary Share, as at 30 September 2016, the NAV of a combined holding of one DP2011 Structured Ordinary Share and one DP2011 Structured A Share stood at 46.7p per share. This represents an increase of 1.0p or 1.2% (after adjusting for the dividends paid) over the period, before adjusting for the performance incentive.

Total Return for DP2011 Structured Shareholders now stands at 101.7p compared to the cost for Shareholders who invested in the original offer, net of income tax relief, of 70.0p.

As with the DP2011 General Share Pool, the task of realising the investments has commenced and further distributions will be made to Shareholders as this process progresses.

DP2011 Low Carbon Share Pool
As part of the merger Low Carbon Shareholders received 0.935 new DP2011 Low Carbon Ordinary Shares in the Company for every Low Carbon Ordinary Share they previously owned in the original company. This was done to rebase the cost of the original shares to 100p.

As with the other DP2011 share pools, we have now calculated the potential impact of performance fees. These are estimated to be amount to 6.8p per share if the remaining investments are sold at current carrying value.

After providing for these fees, the NAV of the DP2011 Low Carbon Shares as at 30 September 2016 was 34.9p per share. In terms of investment performance - i.e after adding back dividends and provisions for the performance fees - this represents an increase of 0.1p or 0.1%.  Total Return for DP2011 Low Carbon Shareholders now stands at 108.8p compared to the equivalent cost for Shareholders who invested in the original offer, net of income tax relief, of 70.0p.

As with the other DP2011 share pools, the process of returning funds to investors commenced in 2016. In respect of the Low Carbon pool, the Manager is working on transactions to realise the remaining investments and we believe that a final distribution should be made to Shareholders in the first half of 2017.

DSO Ordinary Share Pool
In August 2016, the DSO Ordinary Share and A Share classes were cancelled following the completion of the return of capital to shareholders earlier in the year.

Dividends
In line with the usual policy, interim dividends will be paid as follows:

DSO D Shares 2.5p
DP67 Shares 2.0p

The interim dividends will be paid on 22 December 2016 to Shareholders on the register at 2 December 2016.

No dividends in respect of the other share pools are being declared at this time as they are in the process of realising investments and dividends will be declared as disposals are achieved.

Share buybacks
The Company will buy DSO D Shares or DP67 Shares that become available in the market and will usually expect to do so at a price approximately equal to the latest NAV of the shares, subject to regulatory restrictions and other factors such as availability of liquid funds.

In respect of the other share pools that are in the process of returning funds to Shareholders the Board does not intend to buy in any of those shares as it is envisaged that the exit for these Shareholders will now be facilitated by way of distributions.

There were no shares purchased in the period ended 30 September 2016.

Future fundraising plans
Although the Company has a number of share pools, each of them currently operates a planned exit strategy and, in time, each share pool will wind up.

The Board has given consideration to the future of the Company and, in conjunction with the Manager, is progressing plans to launch two new share pools with "evergreen" investment strategies. One share pool with have a generalist focus and the other a healthcare/life sciences focus. The proposed new share pools should help to maintain the size of the Company as the existing pools wind up and enable the Company to keep running costs at a reasonable level for all Shareholders.

Naturally, full details will be sent to Shareholders when they are available.

Board
As one of the original share pools has now wound up and others are in the process of winding up, the Directors have reviewed the composition of the Board. As a result, Mark Mathias and Robin Chamberlayne have decided to resign as directors, leaving the Company with a Board comprising three directors.

I would like to thank both Mark and Robin for their valuable contributions since the Company's launch as Downing Protected Opportunities VCT1 plc in 2009 and wish them every success in their other ventures.

Outlook
Much of the Manager's focus over the remainder of the year will be on investment disposals from the share pools that are in the process of returning funds to Shareholders. Also some provisional plans will start to be developed for the pools that have not yet reached that stage.

Investment performance is generally satisfactory and the Manager will continue to closely monitor all investments to ensure that this remains the case, particularly the investments in the DSO D Share pool and DP67 Share pool, where we believe there are prospects for improved performance before the realisation process gets underway.

We believe that the proposed new fundraising mentioned above may provide Shareholders with an attractive new opportunity for a new VCT investment. The fundraising is expected to launch shortly and I will write to all Shareholders with full details at that time.

Lord Flight
Chairman

INVESTMENT MANAGER'S REPORT
DSO B SHARE POOL

The DSO B Share pool continues to make progress with the process of realising the portfolio and expects to be in a position to return all remaining funds in the early part of 2017.

Portfolio Activity
A number of investments were exited during the period to 30 September 2016, with four full disposals, two partial disposals and deferred consideration from previous disposals, which produced total proceeds of £1.7 million and a gain of £480,000.

At 30 September 2016, the pool held eight investments with a total valuation of £1.7 million.  There were three minor valuation changes at the period end for Mosaic Spa and Health Clubs Limited, Fenkle Street LLP and Redmed Limited resulting in a net valuation reduction of £22,000.  The carrying values adopted at the period end are consistent with the values at which we believe the investments can be realised.

The majority of investments have performed to plan although a small number which have underperformed historically are yet to fully recover.

Realisation plans
There are exit plans in place for the remaining investments.  The significant holdings in Westcountry Solar Solutions Limited and Avon Solar Energy Limited are expected to be sold in the first quarter of the next calendar year.

A number of exit options are being pursued for Mosaic Spa and Health Clubs Limited.

Results
At 30 September the DSO B Share NAV stood at 20.0p and the DSO C Share NAV at 0.1p, giving a combined NAV of 20.1p.

Based on the performance to date, it is expected that performance hurdles will be met and a performance incentive fee will be payable to members of the management team. It is estimated that this fee might be equivalent to 5.3p per DSO B Share.

After adjusting for the fee, Total Return (NAV plus dividends to date) now stands at 106.3p for a combined holding of one DSO B Share and one DSO C Share. This represents a net increase of 1.9p over the period, equivalent to an increase of 10.7%.

Shareholdings should note that although the DSO C Shares currently have nominal value, meeting the performance hurdles will trigger a transfer of value from the DSO B Shares to the DSO C Shares.

Profit on ordinary activities after taxation for the period was £490,000, comprising revenue profit of £51,000 and capital profit of £439,000.

Outlook
Exits from the remaining investments are being pursued and, it is expected that the next DSO B Share dividend will be declared when either all or most of the remaining investments have been realised. Timing is difficult to estimate as the realisations are dependent on third parties but we envisage this will be in the first quarter of 2017.

Downing LLP

SUMMARY OF INVESTMENT PORTFOLIO
DSO B SHARE POOL
as at 30 September 2016

 

 

 
 

 

Cost
 

 

Valuation
Unrealised
gain/(loss)
in period
% of
portfolio
by value
 £000£000£000  
         
Qualifying investments        
Westcountry Solar Solutions Limited 500 500 - 12.1%
Mosaic Spa and Health Clubs Limited 692 441 (79) 10.7%
Avon Solar Energy Limited 420 435 - 10.6%
Redmed Limited 37 27 (6) 0.7%
Future Biogas (Reepham Road) Limited 633 - - 0.0%
Quadrate Spa Limited 276 - - 0.0%
  2,558 1,403 (85) 34.1%
Non-qualifying investments        
Fenkle Street LLP 154 340 63 8.2%
Camandale Limited 587 - - 0.0%
  741 340 63 8.2%
         
         
Total 3,299 1,743 (22) 42.3%
         
Cash at bank and in hand   2,379   57.7%
         
Total investments   4,122   100.0%

*partially non-qualifying

SUMMARY OF INVESTMENT MOVEMENTS
DSO B SHARE POOL
for the period ended 30 September 2016

 

 

 

Disposals
 

 

Cost
 

 

Valuation at
31/03/2016
 

 

Disposal
 proceeds
Total gain against
cost
 

Realised gain in period
  £000£000£000£000£000
           
Kidspace Holdings Limited  750  930  939  189  9
Quadrate Spa Limited  56 -  313  257  313
Future Biogas (Reepham Road) Limited  257  193  257 -  64
Future Biogas (SF) Limited  122  122  147  25  25
Redmed Limited  29  24  30  1  6
Camandale Limited  5 -  5 -  5
           
Deferred consideration          
Liverpool Nurseries Limited - -  46  46  46
Kilmarnock Monkey Bar Limited - -  12  12  12
           
Total 1,219 1,269 1,749 530 480

INVESTMENT MANAGER'S REPORT
DSO D SHARE POOL
At 30 September 2016, the D Share pool was fully invested and held 14 Venture Capital investments with a value of £4.3 million and one Structured Product investment with a value of £593,000.

Portfolio activity
Unquoted portfolio
There was one disposal during the period.  Pearce and Saunders Limited loan notes were redeemed at par.

Portfolio valuation
Two small uplifts in value were recognised in the period for Merlin Renewables Limited and Lambridge Solar Limited, totalling £127,000.

Structured Product portfolio
The Structured Product portfolio was valued at £593,000 as at 30 September 2016. During the period sales and redemptions realised £606,000 leaving one remaining investment in the portfolio which is due to mature next year.

The remaining investment increased in value by £21,000 over the period.

Results and net asset value
At 30 September 2016, the NAV per DSO D Share stood at 75.5p per share; an increase of 2.4p per share (3.2%) since 31 March 2016 (after taking into account the 2.5p dividend paid during the period). The NAV plus cumulative dividends paid to date for one DSO D Share now totals 98.0p.

The gain on ordinary activities after taxation was £187,000, comprising a revenue profit of £31,000 and capital profit of £156,000.

Dividends
A 2.5p dividend per DSO D Share will be paid on 22 December 2016 to shareholders on the register at 2 December 2016.

Outlook
The focus now for the DSO D Share portfolio is now on close monitoring and support of the portfolio companies in order to maximise growth opportunities until the realisation process commences in 2017.
Downing LLP

SUMMARY OF INVESTMENT PORTFOLIO
DSO D SHARE POOL
as at 30 September 2016

 

 
CostValuationUnrealised
gain
 in period
% of
portfolio
by value
 £000£000£000 
         
Qualifying investments        
Vulcan Renewables Limited 653 779 - 13.4%
Merlin Renewables Limited 500 575 75 9.9%
Goonhilly Earth Station Limited 570 570 - 9.8%
Lambridge Solar Limited 500 569 52 9.8%
Nightjar Sustainable Power Limited 485 485 - 8.3%
Apex Energy Limited 400 400 - 6.9%
City Falkirk Limited 562 236 - 4.1%
Fubar Stirling Limited 358 225 - 3.9%
Fresh Green Power Limited 200 200 - 3.4%
Pearce and Saunders Limited 300 192 - 3.3%
Green Energy Production UK Limited 100 100 - 1.7%
Cheers Dumbarton Limited 64 22 - 0.4%
Pearce and Saunders DevCo Limited 20 20 - 0.3%
Lochrise Limited 17 - - 0.0%
  4,729 4,373 127 75.2%
         
Structured Product investments        
HSBC 5.4% Dual Index Synthetic Zero 501 593 21 10.2%
         
Total 5,230 4,966 148 85.4%
         
Cash at bank and in hand   860   14.6%
         
Total investments   5,826   100.0%

*              partially non-qualifying      

SUMMARY OF INVESTMENT MOVEMENTS
DSO D SHARE POOL
for the period ended 30 September 2016

 

 

Disposals
CostValuation at
31/03/2016
Disposal
proceeds
Total gain against
cost
Realised
gain in period
 £000£000£000£000£000
Full disposal          
Pearce and Saunders Limited 294 294 294 - -
           
Structured Products          
HSBC 7.1% Defensive Worst Of Auto Call 251 286 303 52 17
Credit Suisse 7% Defensive Worst Of Auto Call 251 291 303 52 12
  796 871 900 104 29

INVESTMENT MANAGER'S REPORT
DP67 SHARE POOL

The DP67 Share pool has been formed from the merger with Downing Planned Exit VCT 6 plc and Downing Planned Exit VCT 7 plc. These companies were sister companies which held identical investment portfolios.

Portfolio activity
The DP67 pool now holds ten investments, of which Cadbury House Holdings Limited and Gatewales Limited represent the largest proportion of the pools net assets.

There were two qualifying additions to the portfolio during the period; £300,000 in Brownfields Limited which is seeking to develop small scale waste disposal projects; and £400,000 in Yamuna Renewables Limited which is working on an opportunity in the wood refinery sector.

Loan notes in Kidspace Holdings Limited and Hobblers Heath Limited, totalling £965,000 were redeemed at par during the period.

Portfolio valuation
The DP67 portfolio continues to perform well and there were a number of uplifts in value during the period.

Gatewales Limited holds the right to share in the profit from a hotel development. The profit share has started to be paid out and a further uplift of £274,000 reflects the anticipated returns still due over the coming months.

Fenkle Street LLP and Snow Hill Developments LLP, both property development companies in Newcastle and Birmingham respectively, were uplifted by a total of £403,000.

These uplifts were offset in part by a value reduction of £82,000 on Oak Grove Renewables Limited, which continues to experience operating issues.

Net asset value and results
At 30 September 2016, the NAV per DP67 Share stood at 63.9p per share; an increase of 5.5p per share (9.1%) since the year end (after taking into account the 2.0p dividend paid during the period). The NAV plus cumulative dividends paid to date for one DP67 Share now totals 89.7p.

The profit on ordinary activities after taxation for the period was £617,000, comprising a revenue profit of £137,000 and a capital profit of £480,000.

Dividends
A 2.0p dividend per DP67 Share will be paid on 22 December 2016 to shareholders on the register at 2 December 2016.

Outlook
We are reasonably pleased with the recent overall performance of the DP67 portfolio as is reflected in the recent uplifts in value. The portfolio is now almost fully invested and we will continue to monitor the existing portfolio to ensure that opportunities from growth are maximised.

Downing LLP

SUMMARY OF INVESTMENT PORTFOLIO
DP67 SHARE POOL
as at 30 September 2016

 

 
 

Original
cost
CostValuationUnrealised
gain/(loss)
 in period
% of
portfolio
by value
 £000£000£000£000 
           
Qualifying investments          
Cadbury House Holdings Limited 1,206 1,409 1,613 - 22.1%
Gatewales Limited 1,194 564 1,123 274 15.4%
Oak Grove Renewables Limited 820 820 533 (82) 7.3%
Yamuna Energy Limited - 400 400 - 5.5%
Brownfields Limited - 300 300 - 4.1%
    3,493 3,969 192 54.4%
           
Non-qualifying investments          
Snow Hill Developments LLP 500 526 810 285 11.1%
Fenkle Street LLP 77 405 637 118 8.7%
London and City Shopping Centre Limited - 99 99 - 1.4%
Coast Constructors Limited 1,866 - - - 0.0%
Gara Rock Resort Limited (previously Aminghurst Limited) 415 - - - 0.0%
    1,030 1,546 403 21.2%
           
           
Total   4,523 5,515 595 75.6%
           
Cash at bank and in hand     1,775   24.4%
           
Total investments     7,290   100.0%

*              partially non-qualifying

"Original cost" refers to the cost of the investment by the original VCT
"Cost" reflects the values at which investments were transferred at the merger in July 2015

SUMMARY OF INVESTMENT MOVEMENTS
DP67 SHARE POOL
for the period ended 30 September 2016

Additions

 £000
Qualifying investments  
Brownfields Limited 300
Yamuna Energy Limited 400
  700

 

 

Disposals
CostValuation at
31/03/2016*
Disposal
proceeds
Total loss against
cost
Realised
loss in period
 £000£000£000£000£000
Full disposal          
Qualifying investments          
Kidspace Adventures Holdings Limited 578 578 578 - -
Hobblers Heath Limited 387 387 387 - -
           
Partial disposal     
Non-qualifying investments          
Snow Hill Developments LLP 558 642 550 (8) (92)
  1,523 1,607 1,515 (8) (92)

*Being the date of the merger

INVESTMENT MANAGER'S REPORT
DP2011 GENERAL SHARE POOL

At 30 September 2016 the DP2011 General Share pool portfolio was valued at £7.3 million, comprising 10 fully or partly qualifying investments and a further 5 non-qualifying investments.

Following the five year anniversary this year, the pool paid the first substantial return of capital dividend during the period.  We will look to seek appropriate exit strategies for the remainder of the portfolio to maximise returns to shareholders.

Portfolio activity
Three full disposals were made during the period generating total proceeds of £3.2 million and gains of £80,000.

There were no additions as the portfolio is now in the planned exit phase.

Portfolio valuation
The majority of the portfolio continues to perform in line with expectations, however there have been a number of adjustments to valuation at 30 September, resulting in an unrealised value decrease of £16,000.

The two biggest valuation movements were as follows: -

Snow Hill Developments LLP owns a long leasehold interest in the Holiday Inn Express Hotel in Birmingham. The value has been increased by £131,000 as visibility of future cash flows has improved.

Unfortunately, this was offset by a write down of £130,000 on Mosaic Spa and Health Club Limited, which is still suffering performance issues at the Shrewsbury site.

Net asset value and results
At 30 September 2016, the DP2011 General Share NAV stood at 25.0p per share and the DP2011 General A Share NAV at 30.3p, giving a total NAV of 55.3p.

Total Return (NAV plus dividends paid to date) now stands 100.3p, an increase of 1.4p (1.8%) since the year end, after accounting for the dividend paid during the period of 22.5p, but ignoring the estimated performance incentive that may be payable.

The profit on ordinary activities after taxation for the period was £188,000, comprising a revenue profit of £178,000 and a capital gain of £10,000.

Dividends
During the period the DP2011 General pool made the first significant return of capital dividend payment of 22.5p, in line with the planned exit strategy.

We hope to make another substantial dividend payment to Shareholders in 2017, however the disposal process may take some time to complete.

Outlook
The coming months will be focussed on realisations within the portfolio as well as continuing to monitor investments and maximising growth opportunities.

Downing LLP

SUMMARY OF INVESTMENT PORTFOLIO
DP2011 GENERAL SHARE POOL
as at 30 September 2016

 

 
 

Original
Cost
CostValuationUnrealised
gain/(loss)
 in period
% of
portfolio
by value
 £000£000£000£000 
           
Qualifying investments          
Vulcan Renewables Limited 1,845 2,199 2,199 - 23.9%
Mosaic Spa and Health Clubs Limited* 1,238 1,147 825 (130) 9.0%
Westcountry Solar Solutions Limited 600 600 600 - 6.5%
Odysian (Holdings) Limited 857 873 591 - 6.4%
Wickham Solar Limited 472 550 575 25 6.2%
Avon Solar Energy Limited 505 505 523 - 5.7%
City Falkirk Limited 674 330 283 - 3.1%
Oak Grove Renewable Limited 400 400 275 (42) 3.0%
Fubar Stirling Limited 429 410 270 - 2.9%
Cheers Dumbarton Limited 76 27 27 - 0.3%
    7,041 6,168 (147) 67.0%
Non-qualifying investments          
Snow Hill Developments LLP 750 750 881 131 9.6%
London City Shopping Centre Limited 50 88 88 - 1.0%
Clean Electricity Limited 70 70 70 - 0.8%
UK Renewable Power Limited 55 55 55   0.6%
21st Century Energy Limited 22 22 22 - 0.2%
    985 1,116 131 12.2%
           
Total   8,026 7,284 (16) 79.2%
           
Cash at bank and in hand     1,925   20.8%
           
Total investments     9,209   100.0%

*              partially non-qualifying      

"Original cost" refers to the cost of the investment by the original VCT
"Cost" reflects the values at which investments were transferred at the merger in July 2015

SUMMARY OF INVESTMENT MOVEMENTS
DP2011 GENERAL SHARE POOL
for the period ended 30 September 2016

 

 

Disposals
CostValuation at
31/03/2016
Disposal
proceeds
Total gain against
cost
Realised
gain in period
 £000£000£000£000£000
Full Disposal          
Qualifying investments          
Kidspace Adventures Holdings Limited 1,351 1,384 1,398 47 14
Tooting Tram and Social Limited* 1,187 1,223 1,289 102 66
           
Non-qualifying investments          
Kidspace Adventures Limited 539 539 539 - -
           
  3,077 3,146 3,226 149 80

*Partially non-qualifying

INVESTMENT MANAGER'S REPORT
DP2011 STRUCTURED SHARE POOL
At 30 September 2016 the DP2011 Structured Share pool was fully invested with a portfolio value of £4.3 million, comprising 11 fully or partly qualifying investments.

Following the five year anniversary this year, the pool paid the first substantial return of capital dividend during the period.  We will look to seek appropriate exit strategies for the remainder of the portfolio to maximise returns to shareholders.

Portfolio activity
Unquoted investments
Two full disposals were made during the period generating total proceeds of £1.6 million and gains of £53,000.

There were no additions as the portfolio is now in the planned exit phase.

Portfolio valuation
The majority of the portfolio continues to perform in line with expectations, however there have been a number of adjustments to valuation at 30 September, resulting in an unrealised value decrease of £120,000.

Mosaic Spa and Health Club Limited, which is still suffering performance issues at the Shrewsbury site, was written down by £87,000.

Oak Grove Renewables Limited, which continues to experience operating issues was also written down by £58,000.

This was offset in part by an uplift of £25,000 on Wickham Solar, due to continued good performance of the solar farm in Lincolnshire.

Structured Product portfolio
The remainder of the structured portfolio matured during the period, generating total proceeds of £1.4 million and gains of £30,000 (total gains of £282,000 over the cost to the original pool).

Net asset value and results
At 30 September 2016, the DP2011 Structured Share NAV stood at 14.9p per share and the DP2011 Structured A Share NAV at 31.8p, giving a total NAV of 46.7p.

Total Return (NAV plus dividends paid to date) now stands at 101.7p, an increase of 1.0p (1.2%) since the year end after taking into account the dividend paid during the period of 32.5p, but before adjusting for the estimated performance incentive that may become payable.

The profit on ordinary activities after taxation for the period was £61,000, comprising a revenue profit of £136,000 and a capital loss of £75,000.

Dividend
During the period the DP2011 Structured pool made the first significant return of capital dividend payment of 32.5p, in line with the planned exit strategy. 

We hope to make another substantial dividend payment to Shareholders in 2017, however the disposal process may take some time to complete.

Outlook
The coming months will be focussed on realisations within the portfolio as well as continuing to monitor investments and maximising growth opportunities.

Downing LLP

SUMMARY OF INVESTMENT PORTFOLIO
DP2011 STRUCTURED SHARE POOL
as at 30 September 2016

 

 
 

Original
cost
CostValuationUnrealised
(loss)/gain
 in period
% of
portfolio
by value
 £000£000£000£000 
           
Qualifying investments          
Vulcan Renewables Limited 1,091 1,305 1,305 - 24.1%
Wickham Solar Limited 472 550 575 25 10.6%
Mosaic Spa and Health Clubs Limited* 825 685 470 (87) 8.7%
Westcountry Solar Solutions Limited 400 400 400 - 7.4%
Odysian (Holdings) Limited 571 582 394 - 7.3%
Oak Grove Renewables Limited 545 545 375 (58) 6.9%
Avon Solar Energy Limited 336 336 348 - 6.4%
City Falkirk Limited 450 220 189 - 3.5%
Fubar Stirling Limited 286 273 180 - 3.3%
Cheers Dumbarton Limited 51 18 18 - 0.3%
Lochrise Limited 13 - - - 0.0%
Total   4,914 4,254 (120) 78.5%
           
Cash at bank and in hand     1,155   21.5%
           
Total investments     5,409   100.0%

*              partially non-qualifying      

"Original cost" refers to the cost of the investment by the original VCT
"Cost" reflects the values at which investments were transferred at the merger in July 2015

SUMMARY OF INVESTMENT MOVEMENTS
DP2011 STRUCTURED SHARE POOL
for the period ended 30 September 2016

Additions
The entire DP2011 Structured portfolio was acquired during the merger in July 2015

 

 

Disposals
CostValuation at
31/03/2016
Disposal
proceeds
Total gain against
cost
Realised
gain in period
 £000£000£000£000£000
           
Full disposal     
Qualifying investments          
Tooting Tram and Social Limited 613 637 681 68 44
Kidspace Adventures Holdings Limited 901 923 932 31 9
           
Non-qualifying investments          
Structured Products          
HSBC 7.1% Defensive Worst Of Auto Call 447 458 469 22 11
Credit Suisse 7% Defensive Worst Of Auto Call 279 291 297 18 6
Credit Suisse 10% Defensive Worst Of Auto Call 290 293 302 12 9
RBS 6 Yr Dual Index Synthetic Zero 10.16% 373 380 384 11 4
  2,903 2,982 3,065 162 83

INVESTMENT MANAGER'S REPORT
DP2011 LOW CARBON SHARE POOL

At 30 September 2016 the DP2011 Low Carbon Share pool was fully invested with a portfolio value of £2.9 million, comprising four fully qualifying investments.

Following the five year anniversary this year, the pool paid the first substantial return of capital dividend during the period. 

Investment activity
There was no movement in the portfolio during the period as we continue to finalise the exit plans for the remaining investments.

The portfolio is performing consistently with no further adjustments to value required.

Net asset value
At 30 September 2016, the NAV per DP2011 Low Carbon Ordinary Share stood at 34.9p, net an estimated performance incentive fee of 6.8p per share.

Total Return (NAV plus cumulative dividends) is now 108.8p, an increase of 0.1p per share (0.1%) since the year end, after taking into account the 40.0p dividend paid during the period, but before adjusting for the estimated performance incentive fees that may become payable.

The gain on ordinary activities after taxation for the period was £5,000, comprising a revenue profit of £34,000 and a capital loss of £29,000.

Dividend
Shortly after the year end the DP2011 Low Carbon pool made the first significant return of capital dividend payment of 40.0p, in line with the planned exit strategy. 

Outlook
We are in the process of finalising the exit plans for the remainder of the portfolio, and hope to make the final dividend payment to Shareholders in early 2017.

Downing LLP

SUMMARY OF INVESTMENT PORTFOLIO
DP2011 LOW CARBON SHARE POOL
as at 30 September 2016

 

 
 

Original
Cost
CostValuationUnrealised
gain
 in period
% of
portfolio
by value
 £000£000£000£000 
           
Qualifying investments          
Progressive Power Generation Limited 800 800 800 - 25.5%
UK Renewable Power Limited 780 780 780 - 24.8%
Clean Electricity Limited 780 710 710 - 22.6%
21st Century Energy Limited 600 708 708 - 22.5%
Total   2,998 2,998 - 95.4%
           
Cash at bank and in hand     142   4.6%
           
Total investments     3,140   100.0%

"Original cost" refers to the cost of the investment by the original VCT
"Cost" reflects the values at which investments were transferred at the merger in July 2015

There were no disposals or additions during the period.

UNAUDITED INCOME STATEMENT
for the six months ended 30 September 2016

 

 

 
 

Six months ended
30 Sep 2016

 
  

Six months ended
30 Sep 2015
Year
ended
31 Mar
2016
 RevenueCapitalTotal RevenueCapitalTotal Total
Company Total£000£000£000 £000£000£000 £000
                   
Income 978 - 978   1,406 - 1,406   3,435
                   
Gains on investments                  
- realised - 585 585   - 575 575   2,075
- unrealised - 580 580   - 127 127   (1,194)
  978 1,165 2,143   1,406 702 2,108   881
                   
Investment management fees (183) (184) (367)   (160) (162) (322)   (778)
Other expenses (252) - (252)   (283) - (283)   (568)
                   
Return on ordinary activities before tax 543 981 1,524   963 540 1,503   2,970
                   
Tax on total comprehensive income and ordinary activities 18 - 18   (129) - (129)    

(351)
                   
Return attributable to equity shareholders, being total comprehensive income for the year 561 981 1,542   834 540 1,374   2,619
                   
Return per DSO B Share0.3p2.2p2.5p 1.2p1.1p2.3p 6.5p
Return per DSO C Share--- --- -
Return per DSO D Share0.4p2.0p2.4p 0.9p(2.4p)(1.5p) 0.6p
Return per DP67 Share 1.2p4.2p5.4p -2.8p2.8p 2.3p
Return per DP2011 Gen Ordinary Share 1.1p0.1p1.2p 0.8p(0.1p)0.7p 0.2p
Return per DP2011 Gen A Share--- --- -
Return per DP2011 Struc Ordinary Share1.3p(0.7p)0.6p 0.7p(0.4p)0.3p (0.1p)
Return per DP2011 Struc A Share--- --- -
Return per DP2011 Low Carbon Share0.4p(0.4p)0.0p 0.8p0.6p1.4p 5.6p

A Statement of Total Recognised Gains and Losses has not been prepared as all gains and losses are recognised in the Income Statement as noted above.

 

 

 
 

Six months ended
30 Sep 2016

 
  

Six months ended
30 Sep 2015
Year
ended
31 Mar
2016
        
 RevenueCapitalTotal RevenueCapitalTotal Total
B Share pool£000£000£000 £000£000£000 £000
                   
Income 98 - 98   402 - 402   1,047
                   
Gains/(losses) on investments                  
- realised - (22) (22)   - 189 189   909
- unrealised - 480 480   - 91 91   (253)
  98 458 556   402 280 682   1,703
                   
Investment management fees (19) (19) (38)   (50) (50) (100)   (194)
Other expenses (21) - (21)   (84) - (84)   (98)
                   
Return on ordinary activities before taxation  

58
 

439
 

497
   

268
 

230
 

498
  1,411
                   
Taxation (7) - (7)   (30) - (30)   (116)
                   
Return attributable to equity shareholders 51 439 490   238 230 468   1,295
                   
                   
 RevenueCapitalTotal RevenueCapitalTotal Total 
D Share pool£000£000£000 £000£000£000 £000 
                     
Income 91 - 91   128 - 128   255  
                     
Gains/(losses) on investments                    
- realised - 148 148   - 12 12   80  
- unrealised - 29 29   - (175) (175)   (119)  
  91 177 268   128 (163) (35)   216  
                     
Investment management fees (20) (21) (41)   (22) (22) (44)   (84)  
Other expenses (37) - (37)   (38) - (38)   (81)  
                     
Return on ordinary activities before taxation 34 156 190   68 (185) (117)   51  
                     
Taxation (3) - (3)   3 - 3   (3)  
                     
Return attributable to equity shareholders 31 156 187   71 (185) (114)   48  

 

 

 
 

Six months ended
30 Sep 2016

 
  

Period from 21 July
30 Sep 2015

 
 

Period from 21 Jul 15 to
31 Mar 16
          
 RevenueCapitalTotal RevenueCapitalTotal Total
DP67 Share pool£000£000£000 £000£000£000 £000
                   
Income 211 - 211   47 - 47   204
                   
Gains on investments                  
- realised - 595 595   - 277 277   (281)
- unrealised - (92) (92)   - 43 43   482
  211 503 714   47 320 367   405
                   
Investment management fees (23) (23) (46)   (11) (11) (22)   (70)
Other expenses (36) - (36)   (33) - (33)   (61)
                   
Return on ordinary activities before taxation 152 480 632   3 309 312   274
                   
Taxation (15) - (15)   - - -   (15)
                   
Return attributable to equity shareholders 137 480 617   3 309 312   259
                   
                   
 RevenueCapitalTotal RevenueCapitalTotal Total
DP2011 General Share pool£000£000£000 £000£000£000 £000
                   
Income 283 - 283   231 - 231   659
                   
Gains on investments                  
- realised - (16) (16)   - - -   386
- unrealised - 80 80   - 14 14   (657)
  283 64 347   231 14 245   388
                   
Investment management fees (54) (54) (108)   (26) (27) (53)   (160)
Other expenses (68) - (68)   (48) - (48)   (119)
                   
Return on ordinary activities before taxation 161 10 171    

157
 

(13)
 

144
  109
                   
Taxation 17 - 17   (26) - (26)   (77)
                   
Return attributable to equity shareholders 178 10 188   131 (13) 118   32

 

 

 
 

Six months ended
30 Sep 2016
  

Period from 21 July
30 Sep 2015

 
 

Period from 21 Jul 15 to
31 Mar 16
     
 RevenueCapitalTotal RevenueCapitalTotal Total
DP2011 Structured Share pool£000£000£000 £000£000£000 £000
                   
Income 218 - 218   134 - 134   429
                   
Gains/(losses) on investments                  
- realised - (120) (120)   - 5 5   (463)
- unrealised - 83 83   - (32) (32)   262
  218 (37) 181   134 (27) 107   228
                   
Investment management fees (38) (38) (76)   (18) (19) (37)   (112)
Other expenses (53) - (53)   (30) - (30)   (78)
                   
Return on ordinary activities before taxation  

127
 

(75)
 

52
   

86
 

(46)
 

40
  38
                   
Taxation 9 - 9   (14) - (14)   (48)
                   
Return attributable to equity shareholders 136 (75) 61   72 (46) 26   (10)
                   
                   
 RevenueCapitalTotal RevenueCapitalTotal Total
DP2011 Low Carbon Share pool£000£000£000 £000£000£000 £000
                   
Income 77 - 77   108 - 108   353
                   
Gains on investments                  
- realised - - -   - - -   253
- unrealised - - -   - 60 60   -
  77 - 77   108 60 168   606
                   
Investment management fees (29) (29) (58)    (13) (13) (26)   (80)
Other expenses (31) - (31)   (20) - (20)   (59)
                   
Return on ordinary activities before taxation  

17
 

(29)
 

(12)
   

75
 

47
 

122
  467
                   
Taxation 17 - 17   (12) - (12)   (43)
                   
Return attributable to equity shareholders 34 (29) 5   63 47 110   424
     

UNAUDITED SUMMARISED BALANCE SHEET
as at 30 September 2016

 30 Sep 2016 30 Sep 2015*31 Mar 2016
  

DSO B
Share
pool
 

DSO D
Share
Pool
 

DP67 Share pool
DP2011 Gen Share poolDP2011 Struc Share poolDP2011 LC Share pool 

 

 

Total
  

 

 

Total
 

 

 

Total
 £000£000£000£000£000£000£000 £000£000
                 
Fixed assets                    
Investments 1,743 4,966 5,515 7,284 4,254 2,998 26,760   51,182 35,351
                     
Current assets                    
Debtors 18 185 3 479 321 108 1,114   2,151 1,077
Cash at bank and in hand 2,379 860 1,775 1,925 1,155 142 8,236   11,404 9,533
  2,397 1,045 1,778 2,404 1,476 250 9,350   13,555 10,610
Creditors: amounts falling due within one year (126) (75) (112) (190) (139) (89) (731)   (1,729) (879)
                     
Net current assets 2,271 970 1,666 2,214 1,337 161 8,619   11,826 9,731
                     
Net assets

 
4,014 5,936 7,181 9,498 5,591 3,159 35,379   63,008 45,082
                     
Capital and reserves                    
Called up share capital 50 8 11 34 24 8 135   161 161
Capital redemption reserve 31 - - - - - 31   5 5
Share premium - - - - - - -   38,719 -
Special reserve 3,693 6,659 5,592 9,177 5,498 2,653 33,272   22,163 44,441
Revaluation reserve (1,742) (263) 993 (740) (660) - (2,412)   (1,522) (2,645)
Capital reserve - realised 1,711 (510) 355 466 346 253 2,621   1,467 1,949
Revenue reserve 271 42 230 561 383 245 1,732   2,015 1,171
                     
Equity                    
Shareholders' funds 4,014 5,936 7,181 9,498 5,591 3,159 35,379   63,008 45,082
             
B Share20.0p-----  72.4p17.6p
C Share0.1p-----  0.1p0.1p
D Share-75.5p----  76.0p75.6p
DP67 Share --63.9p---  62.9p60.4p
DP2011 Gen Ord Share ---25.0p--  77.2p75.1p
DP2011 Gen A Share---30.3p--  6.1p5.9p
DP2011 Struc Ord Share----14.9p-  79.6p77.1p
DP2011 Struc A Share----31.8p-  6.3p6.1p
DP2011 Low Carbon Share-----41.7p  90.0p91.6p

*The comparative balance sheet as at 31 March 2015 includes only the DSO Share Pools in existence at those dates.

STATEMENT OF CHANGES IN EQUITY
for the six months ended 30 September 2016

  Share
capital
Capital
redemption
reserve
Special
reserve
Share
premium
account
Revaluation
reserve
Capital
reserve
realised
Revenue
reserve
Total
  £'000£'000£'000£'000£'000£'000£'000£'000
                 
For the six months ended 30 September 2016            
                 
At 31 March 2016 161 5 44,441 - (2,645) 1,949 1,171 45,082
Total comprehensive income - - - - 585 396 561 1,542
Transactions with owners                
Dividend paid - - - - - (11,196) - (11,196)
Transfer between reserves* (26) 26 (11,120) - (352) 11,472 - -
Purchase of own shares - - (49) - - - - (49)
At 30 September 2016 135 31 33,272 - (2,412) 2,621 1,732 35,379
                 
                 
For the year ended 31 March 2016              
                 
  • 31 March 2015
84 5 20,895 2,794 (1,544) 2,500 1,181 25,915
Total comprehensive income - - - - (1,194) 1,686 2,127 2,619
Issue of share capital on acquisition 77 - - 35,999 - - - 36,076
Share premium cancellation - - 38,692 (38,692) - - - -
Transfer between reserves* - - (15,056) - 93 15,531 (568) -
Transactions with owners                
Dividend paid - - - - - (17,768) (1,569) (19,337)
Purchase of own shares - - (8) (30) - - - (38)
Share issue costs - - (82) (71) - - - (153)
At 31 March 2016 161 5 44,441 - (2,645) 1,949 1,171 45,082

UNAUDITED STATEMENT OF CASH FLOWS
for the six months ended 30 September 2016

  30 Sep 2016 30 Sep 2015*31 Mar 2016
   

DSO B
Share
pool
 

DSO D
Share
Pool
 

DP67 Share pool
DP2011 Gen Share poolDP2011 Struc Share poolDP2011 LC Share pool 

 

 

Total
  

 

 

Total
 

 

 

Total
  £000£000£000£000£000£000£000 £000£000
                 
Cash flows from operating activities        
Return on ordinary activities before tax 491 190 632 171 52 (12) 1,524   1,503 2,970
(Gains)/losses on investments (458) (177) (503) (64) 37 - (1,165)   (702) (881)
Decrease/(increase) in debtors 33 (22) 196 (87) (92) (63) (35)   (1,023) 136
Increase/(decrease) in creditors (66) 19 4 24 15 7 3   204 (95)
Cash inflow /(outflow) from operating activities - 10 329 44 12 (68) 327   (18) 2,130
Corporation tax paid (80) (13) (7) (12) (8) (14) (134)   (304) (1,007)
Net cash generated/(utilised) from operating activities (80) (3) 322 32 4 (82) 193   (322)  

 

1,123
                     
Cash flows from investing activities                
Purchase of investments - - (700) - - - (700)   (34,303) (4,404)
Proceeds from disposal of investments 1,749 900 1,515 3,226 3,065 - 10,455    

9,458
 

29,304
Cash acquired in merger - - - - - - -   33,730 2,581
Net cash inflow from investing activities 1,749 900 815 3,226 3,065 - 9,755    

8,885
27,481
                     
Net cash inflow before financing 1,669 897 1,137 3,258 3,069 (82) 9,948    

8,563
28,604
                     
Cash flows from financing                  
Equity dividends paid - (196) (224) (3,519) (3,470) (3,787) (11,196)   (197) (19,337)
Share issue costs - - - - - - -   - (153)
Purchase of own shares - - (49) - - - (49)   - (38)
Net cash outflow from financing - (196) (273) (3,519) (3,470) (3,787) (11,245)   (197) (19,528)
                     
Increase/(decrease) in cash 1,669 701 864 (261) (401) (3,869) (1,297)   8,366 9,076
Cash and cash equivalents at start of year 710 159 911 2,186 1,556 4,011 9,533   3,038 457
Cash and cash equivalents at end of year 2,379 860 1,775 1,925 1,155 142 8,236    

11,404
 

9,533
                     
Cash and cash equivalents comprise                
Cash at bank and in hand 2,379 860 1,775 1,925 1,155 142 8,236   11,404 9,533
Total cash and cash equivalent 2,379 860 1,775 1,925 1,155 142 8,236   11,404 9,533

*Comparative cash flows include only the DSO Share Pools in existence at those dates.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

1. General Information
Downing FOUR VCT plc ("the Company") is a Venture capital Trust established under the legislation introduced in the Finance Act 1995 and is domiciled in the United Kingdom and incorporated in England and Wales.

2. Basis of accounting
The unaudited half-yearly financial results cover the six months to 30 September 2016 and have been prepared in accordance with the accounting policies set out in the statutory accounts for the year ended 31 March 2016, which were prepared in accordance with the Financial Reporting Standard 102 ("FRS102") and in accordance with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies" revised November 2014 ("SORP").

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

4. The comparative figures were in respect of the six months ended 30 September 2015 and the year ended 31 March 2016 respectively.

5. Net asset value per share at the period end has been calculated on the number of shares in issue at the period end as follows:

DSO B Shares 19,911,070   DP2011 General Shares 15,655,066
DSO C Shares 29,926,070   DP2011 General A Shares 18,453,789
DSO D Shares 7,867,247   DP2011 Structured Shares 10,678,725
DP67 Shares 11,239,785   DP2011 Structured A Shares 12,572,817
    DP2011 Low Carbon Shares 7,575,419

6. Return per share for the period has been calculated on the average number of shares in issue in the period as follows:

DSO B Shares 19,911,070   DP2011 General Shares 15,655,066
DSO C Shares 29,926,070   DP2011 General A Shares 18,453,789
DSO D Shares 7,867,247   DP2011 Structured Shares 10,678,725
DP67 Shares 11,297,692   DP2011 Structured A Shares 12,572,817
      DP2011 Low Carbon Shares 7,575,419

7. Dividends

 Six months ended 30 September 2016

 
 Revenue Capital Total
 £000 £000 £000
      
      
Paid in period     
      
DSO D Shares -   196   196
           
DP67 Shares -   224   224
           
DP2011 General Shares -   3,519   3,519
           
DP2011 Structured Shares -   3,470   3,470
           
DP2011 Low Carbon Shares -   3,787   3,787
           

8. Reserves

  30 Sep
2016
  30 Sep
 2015
 31 Mar
2016
  £'000 £'000 £'000
           
Capital redemption reserve 31   5   5
Share premium account -   38,719   -
Special reserve 33,272   22,163   44,441
Capital reserve - realised (2,412)   (1,522)   (2,645)
Revaluation reserve 2,621   1,467   1,949
Revenue reserve 1,732   2,015   1,171
           
Total reserves 35,244   62,847   44,921

The Revenue reserve, Special reserve and Capital reserve - realised are distributable reserves and are reduced by revaluation losses of £4.5 million. Distributable reserves at 30 September 2016 were £28.1 million.

8. The fair value of investments is determined using the detailed accounting policy as shown in the audited financial statements for the year ended 31 March 2016.  The Company has categorised its financial instruments using the fair value hierarchy as follows:

Level a Reflects financial instruments quoted in an active market (quoted companies and fixed interest bonds);
Level b Reflects financial instruments that have prices that are observable either directly or indirectly; and
Level c i)   Reflects financial instruments that use valuation techniques that are based on observable market data.
ii) Reflects financial instruments that use valuation techniques that are not based on observable market data (investments in unquoted shares and loan note investments).

   

Level a
 

Level b
 

Level c (ii)
30 Sep 2016  

Level a
 

Level b
 

Level c (ii)
31 Mar 2016
  £000£000£000£000 £000£000£000£000
                   
Structured Products 593 - - 593   2,570 - - 2,570
Unquoted loan notes - - 13,245 13,245   - - 17,512 17,512
Unquoted equity - - 12,922 12,922   - - 15,269 15,269
  593 - 26,167 26,760   2,570 - 32,781 35,351

9. 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.

10. Risk and uncertainties
Under the Disclosure and Transparency Directive, the Board is required in the Company's half-year results to report on the 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 period are as follows:

(i) compliance risk of failure to maintain approval as a VCT;
(ii) market, liquidity and counterparty risk associated with Structured Products; and
(iii) investment risk associated with investing in small and immature businesses.

The Company's compliance with the VCT regulations is continually monitored by the Manager, who reports regularly to the Board on the current position. The Company also retains Robertson Hare LLP ("Robertson Hare") to provide regular reviews and advice in this area. Robertson Hare have confirmed that all relevant tests have been complied with for the period under review. The Board considers that this approach reduces the risk of a breach of the VCT regulations.

With this approach, the Board believes that these risks are reduced.

In order to make VCT qualifying investments, the Company has to invest in small businesses which are often immature. In addition, funds invested under the new VCT regulations in force from November 2015 provide greater restriction on, amongst other things, the age of the investments.  It also has a limited period in which it must invest the majority of its funds. The Manager follows a rigorous process in vetting and careful structuring of new investments, including taking a charge over the assets of the business wherever possible and, after an investment is made, closely monitoring the business. The Board is satisfied that this approach reduces the investment risk described in (iii) above as far as is reasonably possible.

11. Going concern
The Directors have reviewed the Company's financial resources at the period end and conclude that the Company is well placed to manage its business risks.

The Board confirms that it is satisfied that the Company has adequate resources to continue in business for the foreseeable future. For this reason, the Board believes 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.

12. 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.

Copies of the Half-Yearly Report will be sent to Shareholders shortly. Further copies can be obtained from the Company's registered office or can be downloaded from www.downing.co.uk.

PERFORMANCE INCENTIVE ARRANGEMENTS

Performance incentive arrangements are in place for the each share pool except the DP67 pool.  The various schemes are summarised as follows:

DSO B Shares
The performance incentive in respect of the DSO B Shares is facilitated by holdings of DSO C Shares that are held by members of the management team (who subscribed for A Shares at 0.1p per share). An incentive is due to management when the hurdle is met as follows:

  1. Shareholders receive total proceeds of at least 100p per DSO B Share/DSO C Share (excluding income tax relief); and
  2. Shareholders achieve a tax-free compound return of at least 7% per annum (after allowing for income tax relief on investment).

After the above hurdle is met, management receive 3% of the proceeds on the first 100p of distributions and 20% thereafter.  This is paid by dividends by virtue of the shareholdings of C Shares held by the management team.

The maximum performance incentive is limited to an amount equivalent to 1.25% of Net Assets attributable to DSO B Shares per annum. With a lower than usual ongoing management fee of 1.5%, the maximum management fees (including performance incentive) borne by investors is 2.75% of net assets per annum.

As at 30 September 2016, it is estimated that the performance fee that might ultimately be payable is 5.3p per DSO B Share.

DSO D Shares
The Performance Incentive in respect of the DSO D Shares is structured as a simple fee when the hurdle is met. A fee is payable when:

  1. Shareholders receive total proceeds of at least 100p per DSO D Share (excluding income tax relief); and
  2. Shareholders achieve a tax-free compound return of at least 7% per annum (after allowing for income tax relief on investment).

If the hurdle is met, the fee will be 3p per DSO D Share plus 20% of shareholder proceeds above 100p per D Share. The maximum performance fee is limited to 7p per D Share.

No estimate of the provision has been made as at 30 September 2016 as the share pool has not yet started to realise its investments.

DP2011 General Shares/ DP2011 Structured Shares
The performance incentive in respect of the DP2011 General and DP2011 Structured pools by holdings of DP2011 General A Shares and DP2011 Structured DSO A Shares that are held by members of the management team (who subscribed for A Shares at 6.5p per share).

Once proceeds to Shareholders exceeds 70p per DP2011 General Ordinary Share/DP2011 Structured DSO Ordinary Share a performance incentive of 15% becomes due to members of the management team.  No further incentive is paid to management once Shareholder proceeds exceed 120p per DP2011 General Ordinary Share/DP2011 Structured DSO Ordinary Share.

As at 30 September 2016, it been estimated that a performance incentive due to management in respect of the DP2011 General Share will be approximately 4.6p per DP2011 General Ordinary Share and 4.8p per DP2011 Structured A Share.

DP2011 Low Carbon Shares
As no A Shares were issued in connection with the DP2011 Low Carbon Share pool, the performance incentive takes the form of an incentive fee payable to Downing LLP.

A fee will become payable equal to 15% of shareholder proceeds in excess of 70p per share. No further fees accrue after shareholder proceeds exceed 120p per share.

As at 30 September 2016, it been estimated that a performance incentive fee due in respect of the DP2011 Low Carbon Pool will be approximately equivalent to 6.75p per DP2011 Low Carbon Shares.




This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Downing FOUR VCT plc via Globenewswire

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