TIDMCRWN
Crown Place VCT PLC
As required by the UK Listing Authority's Disclosure and Transparency
Rule 4.2, Crown Place VCT PLC today makes public its information
relating to the Half-yearly Financial Report (which is unaudited) for
the six months to 31 December 2014. This announcement was approved by
the Board of Directors on 27 February 2015.
The full Half-yearly Financial Report (which is unaudited) for the
period to 31 December 2014, will shortly be sent to shareholders. Copies
of the full Half-yearly Financial Report will be shown via the Albion
Ventures LLP website by clicking
www.albion-ventures.co.uk/ourfunds/CRWN.htm .
Investment objective
The investment objective and policy of the Company* is to achieve long
term capital and income growth principally through
investment in smaller unquoted companies in the United Kingdom.
In pursuing this policy, the Manager aims to build a portfolio which
concentrates on two complementary investment areas.
The first are more mature or asset-based investments that can provide a
strong income stream combined with a degree of
capital protection. These will be balanced by a lesser proportion of the
portfolio being invested in higher risk companies with greater growth
prospects.
*The "Company" is Crown Place VCT PLC. The "Group" is the Company
together with its subsidiaries CP1 VCT PLC and CP2 VCT PLC.
Financial calendar
Record date for second dividend 6 March 2015
Payment of second dividend 31 March 2015
Financial year end 30 June 2015
Financial highlights
Six months ended Six months ended Year ended
31 December 2014 31 December 2013 30 June 2014
(pence per share) (pence per share) (pence per share)
Opening net asset
value 32.04 32.26 32.26
Revenue return 0.42 0.29 0.61
Capital return 1.07 0.85 1.67
Total return 1.49 1.14 2.28
Dividends paid (1.25) (1.25) (2.50)
Closing net asset
value 32.28 32.16 32.04
Shareholder returns and shareholder value
Crown Place VCT PLC*
(pence per share)
Shareholder return from launch to April 2005 (date
that Albion Ventures was appointed investment manager):
Total dividends paid to 6 April 2005 (i) 24.93
Decrease in net asset value (56.60)
Total shareholder return to 6 April 2005 (31.67)
Shareholder return from April 2005 to 31 December
2014:
Total dividends paid 23.05
Decrease in net asset value (11.12)
Total shareholder return from April 2005 to 31 December
2014 11.93
Shareholder value since launch:
Total dividends paid to 31 December 2014 (i) 47.98
Net asset value as at 31 December 2014 32.28
Total shareholder value as at 31 December 2014 80.26
Current dividend objective:
Pence per share (per annum) 2.50
Percentage yield on net asset value as at 31 December
2014 7.7%
Notes
(i) Prior to 6 April 1999, venture capital trusts were able to
add 20 per cent. to dividends and figures for the period up until 6
April 1999 are included at the gross equivalent rate actually paid to
shareholders.
* Formerly Murray VCT 3 PLC
The above financial summary is for the Company, Crown Place VCT PLC
only. Details of the financial performance of CP1 VCT PLC (previously
Murray VCT PLC) and CP2 VCT PLC (previously Murray VCT 2 PLC) which have
been merged into the Company, can be found at the bottom of the
announcement.
Total shareholder value since launch:
31 December 2014
(pence per share)
Total dividends paid during the period from launch
to 6 April 2005 (prior to change of manager) 24.93
Total dividends paid during:
the year ended 28 February 2006 1.00
the period ended 30 June 2007 3.30
the year ended 30 June 2008 2.50
the year ended 30 June 2009 2.50
the year ended 30 June 2010 2.50
the year ended 30 June 2011 2.50
the year ended 30 June 2012 2.50
the year ended 30 June 2013 2.50
the year ended 30 June 2014 2.50
the six months ended 31 December 2014 1.25
Total dividends paid to 31 December 2014 47.98
Net asset value as at 31 December 2014 32.28
Total shareholder value as at 31 December 2014 80.26
In addition to the dividends paid above, the Board has declared a second
dividend for the year ending 30 June 2015 of 1.25 pence per Crown Place
VCT PLC share, to be paid on 31 March 2015 to shareholders on the
register as at 6 March 2015.
Interim management report
Results
I am pleased to report that in the six month period to 31 December 2014,
the Company achieved a total return of 1.49 pence per share (31 Dec
2013: 1.14 pence per share) equivalent to an annualised return of 9.3%
on opening net assets. Following payment of the first dividend for the
year of 1.25 pence per share on 28 November 2014, the net asset value as
at 31 December 2014 was 32.28 pence per share (30 June 2014: 32.04 pence
per share). The total return for the period was GBP1,366,000 of which
the revenue profit was GBP386,000 and the capital profit was GBP980,000.
Investment income and deposit interest were GBP592,000, an increase of
35% compared to the level achieved in the same period last year.
Realised and unrealised net gains on investments of GBP1,174,000
represent an increase of 32% compared to net gains over the same period
in the previous year. Total expenses, including Investment management
fees, were GBP400,000 (31 Dec 2013: GBP372,000), equivalent to an
ongoing charges ratio of 2.7% (31 Dec 2013: 2.7%).
Dividends
It is the Company's policy to pay regular and predictable dividends to
shareholders out of revenue income and realised capital gains. The first
dividend for the current financial year of 1.25 pence per share was paid
on 28 November 2014. As this report shows, the dividend was covered
comfortably by the total return per share achieved in the six months
period. A second dividend of 1.25 pence per share will be paid on 31
March 2015 to shareholders on the register on 6 March 2015. A total
annual dividend of 2.50 pence per share has been maintained for the last
seven consecutive years and the Board aims to maintain this level of
annualised dividend distribution going forward, subject to the
availability of cash resources and distributable reserves. Based on the
net asset value as at 31 December 2014, this equates to a 7.7% yield (31
Dec 2013: 7.8%).
Dividends are paid free of tax to shareholders. Qualifying shareholders
who elect to participate in the Dividend Reinvestment Scheme will be
able, in respect of further dividends, to receive their dividends in the
form of new shares rather than cash, which will entitle them to income
tax relief at the rate of 30% (new shares will need to be held for at
least five years to retain the tax relief). Further details of the
Dividend Reinvestment Scheme can be found on the Manager's website
http://www.albion-ventures.co.uk/ourfunds/CRWN.htm.
Portfolio review
During the six month period, the Company nearly doubled its rate of
investment deploying a total of GBP2,261,000. Of this amount,
GBP1,116,000 related to three new investments and GBP1,145,000 in
several existing portfolio companies to support their continuing growth.
The new investments included Infinite Ventures (Goathill), a wind power
generating company; Exco Intouch, which provides a system for the
collection of patient data using mobile technologies; and Omprompt, a
company providing business-to-business integration software.
Investments realised during the period totalled GBP5,337,000, of which
GBP3,346,000 related to the sale of the Company's investment in Oakland
Care Centre, achieving an annualised return of 25% during the four years
of the investment. The sale of Tower Bridge Health Clubs realised
proceeds of up to GBP947,000, resulting in returns, including interest,
of 2.8 times cost during the 7 year holding period. The sale of House of
Dorchester realised proceeds of GBP355,000 while a part disposal of the
holding in AIM quoted Avanti Communications delivered proceeds of
GBP205,000. Two further small investments were sold for a combined
GBP73,000 and GBP48,000 remaining for the Dexela proceeds was also
received. The remainder of the realisations, GBP363,000 in total,
represent loan stock repayments from Chichester Holdings, Radnor House
School (Holdings), Hilson Moran Holdings and The Charnwood Pub Company.
The portfolio remains well diversified and benefits from a high
proportion of asset-based investments (52% at the period end) with no
external gearing. Radnor House School (Holdings) continues to grow
profitably and saw a further increase in valuation in the period.
Orchard Portman Group made good progress and established itself as a
leading specialist mental health service. This investment was sold
after the period end achieving returns of 1.6 times cost over the five
year holding period. The asset-based businesses in the healthcare,
education, renewable energy and leisure sectors continued to generate a
good level of income for the Company.
In the growth portfolio, Lowcosttravelgroup continued to grow strongly.
Masters Pharmaceuticals also continued its profitable growth and is well
positioned to deliver further value. Egress Software Technologies, a
relatively new investment in the portfolio, made excellent progress and
is strongly cash generative. ELE continues to experience soft demand in
one of its key end markets (industrial gas turbines) but expects
improved performance in 2015 as its exposure to the aerospace and
automotive sectors increases. Several companies in the growth portfolio
are still young and, while they show good potential in exciting, fast
growing markets, their growth trajectory is not always smooth and
predictable. This results in some volatility in the individual
valuations, although the impact on the overall portfolio is small, given
its diversification.
The chart set out at the bottom of this announcement illustrates the
composition of the portfolio by industry sector. The majority of the
investments in the hotels, pubs, health and fitness clubs, education and
environmental segments, plus the larger healthcare investments are
backed by freehold or long leasehold assets with no external gearing.
Risks and uncertainties
The most significant risk for a company of this nature is investment
risk. To mitigate this, your Company places reliance upon the skills and
expertise of the Manager in investing in this segment of the market. In
addition, the Manager operates a formal and structured investment
process, which includes an Investment Committee comprising investment
professionals from the Manager and at least one external investment
professional. The Company also has a policy of ensuring that its
portfolio companies do not have external bank borrowings and that it has
a first legal charge over portfolio companies' assets wherever possible.
Other risks and uncertainties remain unchanged and are as detailed in
note 12.
Discount management and share buy-backs
It remains the Board's primary objective to maintain sufficient
resources for investment in existing and new portfolio companies and for
the continued payment of dividends to shareholders. The Board's policy
is to buy back shares in the market, subject to the overall constraint
that such purchases are in the VCT's interest, and it is the Board's
intention for such buy-backs to be in the region of a 5% discount to net
asset value, so far as market conditions and liquidity permit.
During the period, the Company bought back and held in treasury 755,000
shares at a total cost of GBP226,000, in-line with the discount
management and share buy-back policy.
Transactions with Manager
Details of the transactions that took place with the Manager in the
period can be found in note 4.
Going concern
The Board's assessment is that liquidity risk is low, and remains as
detailed on page 56 of the Annual Report and Financial Statements for
the year ended 30 June 2014. The Company has sufficient cash and liquid
resources. The portfolio of investments is diversified in terms of
sector, and the major cash outflows of the Company (namely investments,
share buy-backs and dividends) are within the Company's control.
Accordingly, after making enquiries, the Directors have a reasonable
expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future. For this reason the
Directors have adopted the going concern basis in preparing the accounts
in accordance with Going Concern and Liquidity Risk: Guidance for
Directors of UK Companies 2009, published by the Financial Reporting
Council.
Albion VCTs Prospectus Top Up Offers 2014/2015
Your Board, in conjunction with the boards of other VCTs managed by
Albion Ventures LLP, launched a prospectus top up offer of new Ordinary
shares on 17 November 2014. Crown Place VCT PLC is aiming to raise up to
GBP6 million and the proceeds will be used to provide further resources
at a time when a number of attractive investment opportunities are being
seen. A copy of the prospectus is available at
www.albion-ventures.co.uk. Details of the first allotment on 30 January
2015 are shown in note 11.
Directorate change
As part of an ongoing program of Board refreshment, Penny Freer was
appointed as a director on 31 October 2014. Penny is an experienced
investment banker with extensive experience at Board level. Penny is
currently a partner at London Bridge Capital, which provides corporate
finance advice to UK and overseas companies. She is, in addition, a
non-executive director of Empresaria Group PLC and Advanced Medical
Solutions Group PLC.
Outlook
Compared to other developed economies, the UK economy is performing
reasonably well. Growth is likely to continue in 2015, albeit at a lower
pace, and this should benefit the smaller and medium size companies
which characterise the Company's portfolio. Nevertheless, a number of
risks remain including the uncertainties surrounding the 2015 General
Election, the ongoing effect of public sector funding cuts and lower
growth rates in the global economy. Against this background, your
Company is conservatively financed and is invested in a broadly
diversified portfolio with a significant proportion of asset-based
investments. Some of these asset-based investments, such as the
renewable energy companies, the care homes and Radnor House School, are
generating good income with potential for further increase as they
mature. The Company made a number of new investments in the period and
continues to see attractive new investment opportunities. The Board
views this VCT as a long term tax-efficient savings product and, in this
context, the Directors consider that the Company remains well positioned
to deliver long term shareholder value.
Richard Huntingford
Chairman
27 February 2015
Responsibility statement
The Directors, Richard Huntingford, Rachel Beagles, Karen Brade and
Penny Freer, are responsible for preparing the Half-yearly Financial
Report. The Directors have chosen to prepare this Half-yearly Financial
Report for the Group in accordance with International Financial
Reporting Standards ("IFRS").
In preparing the summarised set of Financial Statements for the period
to 31 December 2014 we, the Directors, confirm that to the best of our
knowledge:
(a) the summarised set of Financial Statements has been prepared in
accordance with International Accounting Standard
(IAS) 34 "Interim Financial Reporting" issued by the International
Accounting Standards Board;
(b) the interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events
during the first six months and description of principal risks and
uncertainties for the remaining six months of the year);
(c) the summarised set of Financial Statements give a true and fair view
in accordance with IFRS of the assets, liabilities, financial position
and of the profit and loss of the Group for the six months ended 31
December 2014 as required by DTR 4.2.4R, and comply with IFRS and
Companies Act 2006; and
(d) the interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties'
transactions and changes therein).
The accounting policies applied to the Half-yearly Financial Report have
been consistently applied in current and prior periods and are those
applied in the Annual Report and Financial Statements for the year ended
30 June 2014.
This Half-yearly Financial Report has not been audited or reviewed by
the Auditor.
By order of the Board of Directors
Richard Huntingford
Chairman
27 February 2015
Portfolio of investments
The following is a summary of non-current investments with a value as at
31 December 2014:
As at 31 December 2014 As at 30 June 2014
(unaudited) (audited)
% voting
rights
% of AVL*
Investment voting managed Cost Value Cost Value Change in value for the period**
name Nature of business rights companies GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Unquoted asset-based
investments
Radnor House School Independent school for
(Holdings) Limited children ages 7-18 9.0 50.0 1,546 2,916 1,564 2,808 213
Owner and operator of
The Crown Hotel the Crown Hotel,
Harrogate Limited Harrogate 15.0 50.0 2,976 1,916 2,976 1,799 117
Owner and operator of a
Orchard Portman Group (Taunton Hospital psychiatric hospital in
Limited) Taunton 6.1 50.0 971 1,464 924 1,160 256
Owner and operator of a
Kensington Health health and fitness club in
Clubs Limited West London 7.8 50.0 1,807 1,031 1,789 1,068 (54)
Owner and operator of
Kew Green VCT the 'Holiday Inn Express' at
(Stansted) Limited Stansted Airport 2.0 50.0 955 790 955 820 (30)
Chonais Holdings Limited Hydro-electric power generator 4.2 50.0 775 787 417 419 10
Infinite Ventures (Goathill) Limited Wind power generator 4.8 24.0 776 776 - - -
The Charnwood Pub Owner and operator of
Company Limited freehold pubs 6.9 50.0 1,932 701 1,987 766 (10)
Owner and operator of
The Stanwell Hotel the Stanwell Hotel at
Limited Heathrow Airport 10.8 50.0 1,574 661 1,574 649 12
The Street by Street
Solar Programme
Limited Photovoltaic installations 4.4 50.0 461 616 461 578 38
Owner and operator of
Bravo Inns II Limited freehold pubs 3.6 50.0 595 611 595 613 (2)
Alto Prodotto Wind
Limited Wind power generator 4.1 50.0 371 498 371 498 -
TEG Biogas (Perth)
Limited Anaerobic digestion 6.1 50.0 364 403 364 407 (4)
Green Highland
Renewables (Ledgowan)
Limited Hydro-electric power generator 6.3 50.0 372 378 211 214 4
Regenerco Renewable
Energy Limited Photovoltaic installations 3.4 50.0 326 369 326 354 15
Owner and operator of a
residential care home for the
Active Lives Care Limited elderly in Oxford 2.7 33.0 338 346 338 338 8
Small scale anaerobic digestion
Harvest AD Limited project in Lincolnshire - - 164 164 164 164 -
Erin Solar Limited Photovoltaic installations 5.7 50.0 160 160 160 160 -
Owner and operator of a
Ryefield Court Care residential care home for the
Limited elderly in Greater London 1.7 23.7 155 159 155 155 4
Owner and operator of
Bravo Inns Limited freehold pubs 2.6 50.0 230 146 230 145 1
AVESI Limited Photovoltaic installations 3.8 50.0 117 129 117 125 4
Owner and operator of
The Weybridge Club a freehold health and
Limited fitness club in Surrey 1.2 50.0 223 109 190 122 (46)
Premier Leisure
(Suffolk) Limited Former freehold cinema owner 5.4 47.4 420 92 420 88 3
Greenenerco Limited Wind power operator 1.9 50.0 65 87 65 89 (2)
Total unquoted asset-
based investments 17,673 15,309 16,353 13,539 537
As at 31 December 2014 As at 30 June 2014
(unaudited) (audited)
% voting
rights
% of AVL*
Investment voting managed Cost Value Cost Value** Change in value for the period**
name Nature of business rights companies GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Unquoted growth
investments
ELE Advanced Manufacturer of precision
Technologies Limited engineering components 41.9 41.9 1,050 2,122 1,050 2,288 (166)
Lowcosttravelgroup
Limited Online travel business 5.1 26.1 455 1,700 455 1,173 528
Provider of mobile data
Blackbay Limited solutions 4.1 34.9 463 865 454 898 (43)
Developer of medical
Mirada Medical Limited imaging software 6.5 45.0 208 688 193 739 (66)
Masters International distribution of
Pharmaceuticals Limited specialist pharmaceuticals 2.9 20.8 380 549 380 525 24
Repositioning of paediatric
Proveca Limited medicines 4.4 39.5 234 363 178 197 111
Medical devices for the
detection of epithelial
DySIS Medical Limited cancers 3.2 22.8 480 356 474 363 (12)
Provider of workforce
Rostima Holdings management solutions
Limited software 8.9 64.1 345 345 246 247 -
Business collaboration
and communication
Relayware Limited solutions 1.4 15.5 325 333 231 247 (8)
Provider of process
Process Systems systems modelling
Enterprise Limited solutions 1.3 19.8 124 320 124 320 -
Hilson Moran Holdings Multi-disciplinary
Limited engineering consultancy 4.5 50.0 149 302 202 378 (6)
Aridhia Informatics Healthcare informatics
Limited and analysis 0.8 6.7 323 275 270 277 (55)
Exco Intouch Limited Mobile patient data solutions 1.6 16.1 240 246 - - 6
Software for managing
pharmaceutical adverse
MyMeds&Me Limited events 2.2 20.0 198 195 132 137 (7)
Drug development
services to the life-
AMS Sciences Limited science industries 3.7 31.8 193 183 187 188 (11)
Refurbisher of
semiconductor
memsstar Limited fabrication equipment 1.9 28.6 130 174 130 193 (19)
Web-based solutions for
healthcare data capture
Cisiv Limited and management 1.0 9.9 133 133 97 92 4
Business to business
Omprompt Limited integration software 0.8 20.5 100 101 - - 1
Provider of cloud-based
Egress Software email and file encryption
Technologies Limited software 0.8 22.6 80 95 80 80 15
Developer and
producer of
high temperature
Oxsensis Limited sensors 1.4 20.6 213 94 213 93 1
Services for validation and
discovery of serum
Abcodia Limited biomarkers 1.3 21.4 62 62 57 57 -
Palm Tree Technology
Limited Software company 0.2 0.7 102 62 102 62 -
Provider of digital marketing
Grapeshot Limited software 0.5 12.7 55 55 55 55 -
Uctal Limited TV production company 24.2 24.2 555 52 555 50 2
Silent Herdsman Remote animal health
Holdings Limited monitoring 3.3 34.0 102 46 82 82 (56)
Chichester Holdings Drinks distributor to the
Limited travel sector 5.7 50.0 484 35 600 148 4
Provider of online gym
passes, trading as
Sandcroft Avenue Limited PayasUgym.com 0.2 5.3 14 12 10 10 (2)
Provider of traceability
Elements Software Limited software solutions 0.7 4.5 4 4 - - -
Total unquoted growth
investments 7,201 9,767 6,557 8,899 245
Total unquoted
investments 24,874 25,076 22,910 22,438 782
As at 31 December 2014 As at 30 June 2014
(unaudited) (audited)
voting
rights
% of AVL*
Investment voting managed Cost Value Cost Value Change in the value for the period**
name Nature of business rights companies GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
AIM quoted
investments
Provider of mobile
Mi-Pay Group PLC payment services 3.4 36.1 665 371 665 406 (35)
Waste
Augean PLC management 0.4 0.4 593 191 593 161 31
Avanti Supplier of
Communications satellite
Group plc communications 0.1 0.1 136 169 271 329 4
Total AIM
quoted investments 1,394 731 1,529 896 -
Total investments 26,268 25,807 24,439 23,334 782
Realised profit in current period 410
Movement in loan stock accrued interest (net of disposals) (18)
Total gains on investments as per consolidated statement
of
comprehensive income 1,174
* AVL is Albion Ventures LLP
** As adjusted for additions and disposals between the two accounting
periods
The total comparative cost and valuations for 30 June 2014 do not agree
to the Annual Report and Financial Statements for the year ended 30 June
2014 as the above list does not include brought forward investments that
were fully disposed of in the period.
Opening Total Gain/(loss) on
carrying Disposal realised opening
Cost value proceeds gain/(loss) value
Non-current asset realisations GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Oakland Care Centre Limited 1,913 3,060 3,346 1,433 286
Tower Bridge Health Clubs Limited 304 854 947 643 93
House of Dorchester Limited 199 355 355 156 -
Avanti Communications plc 135 164 205 70 41
Chichester Holdings Limited (loan stock repayment) 116 116 116 - -
Radnor House School (Holdings) Limited (loan stock
repayment) 18 105 105 87 -
Hilson Moran Holdings Limited (loan stock
repayment) 54 71 73 19 2
The Charnwood Pub Company Limited (loan stock
repayment) 69 69 69 - -
Dunedin Pub Company VCT Limited 74 69 69 (5) -
Helveta Limited 150 22 4 (146) (18)
Total non-current asset realisations 3,032 4,885 5,289 2,257 404
Current asset realisations
Dexela Limited - 42 48 48 6
Total realisations 3,032 4,927 5,337 2,305 410
Summary consolidated statement of comprehensive income
Unaudited Unaudited Audited
six months ended six months ended year ended
31 December 2014 31 December 2013 30 June 2014
Revenue Capital Total Revenue Capital Total Revenue Capital Total
Notes GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Gains on investments 2 - 1,174 1,174 - 888 888 - 1,812 1,812
Investment income and deposit interest 3 592 - 592 440 - 440 925 - 925
Investment management fees 4 (64) (194) (258) (59) (179) (238) (120) (361) (481)
Other expenses (142) - (142) (134) - (134) (280) - (280)
1,366
Profit before taxation 386 980 247 709 956 525 1,451 1,976
Taxation - - - - - - - - -
Profit and total comprehensive income for
the period 386 980 1,366 247 709 956 525 1,451 1,976
Basic and diluted return per Ordinary share
(pence)* 6 0.42 1.07 1.49 0.29 0.85 1.14 0.61 1.67 2.28
* excluding treasury shares
Comparative figures have been extracted from the unaudited Half-yearly
Financial Report for the six months ended 31 December 2013 and the
audited statutory accounts for the year ended 30 June 2014.
The accompanying notes form an integral part of this Half-yearly
Financial Report.
The total column of this statement represents the Group's Statement of
comprehensive income, prepared in accordance with International
Financial Reporting Standards ('IFRS'). The supplementary revenue and
capital reserve columns are prepared under guidance published by The
Association of Investment Companies.
All revenue and capital items in the above statement derive from
continuing operations and are wholly attributable to the parent company.
Summary consolidated statement of financial position
Unaudited Audited
31
December 30 June
2014 2014
Notes GBP'000 GBP'000
Non-current assets
Investments 7 25,807 27,689
Current assets
Trade and other receivables 362 74
Current asset investments - 42
Cash and cash equivalents 3,675 1,466
4,037 1,582
Total assets 29,844 29,271
Current liabilities
Trade and other payables (338) (221)
Net assets 29,506 29,050
Equity attributable to equity holders
Ordinary share capital 8 10,154 10,006
Share premium 5,837 5,527
Capital redemption reserve 1,415 1,415
Unrealised capital reserve (473) 657
Realised capital reserve 2,255 145
Other distributable reserve 10,318 11,300
Total equity shareholders' funds 29,506 29,050
Basic and diluted net asset value per share (pence)* 32.28 32.04
* excluding treasury shares
Comparative figures have been extracted from the audited statutory
accounts for the year ended 30 June 2014.
The accompanying notes form an integral part of this Half-yearly
Financial Report.
These Financial Statements were agreed by the Board of Directors, and
authorised for issue on 27 February 2015 and were signed on its behalf
by
Richard Huntingford
Chairman
Company number 03495287
Summary Company statement of financial position
Unaudited Audited
31
December 30 June
2014 2014
Notes GBP'000 GBP'000
Fixed assets
Fixed asset investments 7 25,807 27,689
Investment in subsidiary undertakings 15,556 15,095
41,363 42,784
Current assets
Trade and other debtors 362 74
Current asset investments - 42
Cash at bank and in hand 3,617 1,410
3,979 1,526
Creditors: amounts falling due within one year (15,836) (15,260)
Net current assets (11,857) (13,734)
Net assets 29,506 29,050
Capital and reserves
Ordinary share capital 8 10,154 10,006
Share premium 5,837 5,527
Capital redemption reserve 1,415 1,415
Unrealised capital reserve 25 695
Realised capital reserve 2,046 (64)
Other distributable reserve 10,029 11,471
Total equity shareholders' funds 29,506 29,050
Basic and diluted net asset value per share (pence)* 32.28 32.04
* excluding treasury shares
Comparative figures have been extracted from the statutory accounts for
the year ended 30 June 2014.
The accompanying notes form an integral part of this Half-yearly
Financial Report.
These Financial Statements were approved by the Board of Directors, and
authorised for issue on 27 February 2015 and were signed on its behalf
by
Richard Huntingford
Chairman
Company number 03495287
Summary consolidated statement of changes in equity
Unrealised Realised
Capital redemption capital capital
Ordinary Share reserve reserve reserve Other distributable reserve Total
share capital GBP'000 premium GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 July 2014 (audited) 10,006 5,527 1,415 657 145 11,300 29,050
Profit and total comprehensive
income - - - 764 216 386 1,366
Transfer of previously unrealised capital gains on
sale of investments - - - (1,894) 1,894 - -
Dividends paid - - - - - (1,142) (1,142)
Purchase of own shares for treasury (including
costs) - - - - - (226) (226)
Issue of equity (net of costs) 148 310 - - - - 458
As at 31 December 2014 (unaudited) 10,154 5,837 1,415 (473) 2,255 10,318 29,506
As at 1 July 2013 (audited) 9,300 3,756 1,283 (1,690) 1,041 13,476 27,166
Profit and total comprehensive
income - - - 666 43 247 956
Transfer of previously unrealised capital gains on
sale of investments - - - (223) 223 - -
Dividends paid - - - - - (1,052) (1,052)
Purchase of own shares for cancellation (including
costs) (85) - 85 - - (255) (255)
Issue of equity (net of costs) 25 51 - - - - 76
As at 31 December 2013 (unaudited) 9,240 3,807 1,368 (1,247) 1,307 12,416 26,891
As at 1 July 2013 (audited) 9,300 3,756 1,283 (1,690) 1,041 13,476 27,166
Profit and total comprehensive
income - - - 1,823 (372) 525 1,976
Transfer of previously unrealised capital losses on
sale or write off of investments - - - 524 (524) - -
Dividends paid - - - - - (2,132) (2,132)
Purchase of own shares for treasury (including
costs) - - - - - (174) (174)
Purchase of own shares for cancellation (including
costs) (132) - 132 - - (395) (395)
Issue of equity (net of costs) 838 1,771 - - - - 2,609
As at 30 June 2014 (audited) 10,006 5,527 1,415 657 145 11,300 29,050
Summary Company reconciliation of movements in shareholders' funds
Unrealised Realised
Capital redemption capital capital
Ordinary Share reserve reserve reserve* Other distributable reserve* Total
share capital GBP'000 premium GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 July 2014 (audited) 10,006 5,527 1,415 695 (64) 11,471 29,050
Return/(loss) for the period - - - 764 216 (74) 906
Revaluation of investment in subsidiaries - - - 460 - - 460
Transfer of previously unrealised capital gains on
sale of investments - - - (1,894) 1,894 - -
Dividends paid - - - - - (1,142) (1,142)
Purchase of own shares for treasury (including
costs) - - - - - (226) (226)
Issue of equity (net of costs) 148 310 - - - - 458
As at 31 December 2014 (unaudited) 10,154 5,837 1,415 25 2,046 10,029 29,506
As at 1 July 2013 (audited) 9,300 3,756 1,283 (167) 832 12,162 27,166
Return for the period - - - 666 43 1,221 1,930
Revaluation of investment in subsidiaries - - - (974) - - (974)
Transfer of previously unrealised capital gains on
sale of investments - - - (223) 223 - -
Dividends paid - - - - - (1,052) (1,052)
Purchase of own shares for cancellation (including
costs) (85) - 85 - - (255) (255)
Issue of equity (net of costs) 25 51 - - - - 76
As at 31 December 2013 (unaudited) 9,240 3,807 1,368 (698) 1,098 12,076 26,891
As at 1 July 2013 (audited) 9,300 3,756 1,283 (167) 832 12,162 27,166
Return/(loss) for the year - - - 1,823 (372) 2,010 3,461
Revaluation of investment in subsidiaries - - - (1,485) - - (1,485)
Transfer of previously unrealised losses on sale or
write off of investments - - - 524 (524) - -
Dividends paid in year - - - - - (2,132) (2,132)
Purchase of shares for treasury (including costs) - - - - - (174) (174)
Purchase of own shares for cancellation (including
costs) (132) - 132 - - (395) (395)
Issue of equity (net of costs) 838 1,771 - - - - 2,609
As at 30 June 2014 (audited) 10,006 5,527 1,415 695 (64) 11,471 29,050
* Included within these reserves is an amount of GBP12,075,000 (31
December 2013: GBP12,476,000; 30 June 2014: GBP11,407,000) which is
distributable.
Summary consolidated statement of cash flows
Unaudited Audited
six months ended Unaudited year ended
31 December six months ended 30 June
2014 31 December 2013 2014
Note GBP'000 GBP'000 GBP'000
Operating activities
Investment income received 559 417 880
Deposit interest received 8 13 18
Dividend income received 6 6 29
Investment management fees paid (117) (238) (473)
Other cash payments (161) (166) (267)
Net cash flows from operating activities 9 295 32 187
Cash flows from investing activities
Purchase of non-current asset investments (2,261) (1,272) (2,539)
Disposal of non-current asset investments 5,036 996 1,129
Disposal of current asset investments 48 - -
Net cash flow from investing activities 2,823 (276) (1,410)
Cash flows from financing activities
Equity dividends paid (net of costs of issuing shares
under Dividend Reinvestment Scheme) (1,023) (975) (1,966)
Issue of share capital (net of issue costs) 340 - 2,444
Purchase of shares for treasury (226) (255) (174)
Purchase of shares for cancellation - - (395)
Net cash flows used in financing activities
(909) (1,230) (91)
Increase/(decrease) in cash and cash equivalents
2,209 (1,474) (1,314)
Cash and cash equivalents at the start of the period 1,466 2,780 2,780
Cash and cash equivalents at the end of the period 3,675 1,306 1,466
Summary Company cashflow statement
Unaudited Audited
six months ended Unaudited year ended
31 December six months ended 30 June
2014 31 December 2013 2014
Note GBP'000 GBP'000 GBP'000
Operating activities
Loan stock income received 559 417 880
Deposit interest received 8 13 18
Dividend income received 455 1,933 3,416
Investment management fees paid (117) (238) (473)
Intercompany interest paid (449) (1,927) (3,387)
Other cash payments (161) (166) (267)
Net cash flow from operating activities 9 295 32 187
Taxation
UK corporation tax - - -
Capital expenditure and financial investments
Purchase of fixed asset investments (2,261) (1,272) (2,539)
Disposal of fixed asset investments 5,036 996 1,129
Disposal of current asset investments 48 - -
Net cash flow from investing activities 2,823 (276) (1,410)
Equity dividends paid
Dividends paid (net of costs of shares issued under
the dividend reinvestment scheme and unclaimed dividends
returned) (1,023) (975) (1,966)
Net cash flow before financing 2,095 (1,219) (3,189)
Financing activities
Issue of share capital (net of issue costs) 340 - 2,444
Purchase of own shares for treasury (including costs) (226) (255) (174)
Purchase of own shares for cancellation (including
costs) - - (395)
Net cash flow from financing 114 (255) 1,875
Cash flow in the year 2,209 (1,474) (1,314)
Notes to the unaudited summarised Financial Statements for the six
months ended 31 December 2014
1. Accounting policies
The following policies refer to the Group and the Company except where
noted. References to International Financial Reporting Standards
('IFRS') relate to the Group Financial Statements and UK Generally
Accepted Accounting Practice ('UK GAAP') relate to the Company Financial
Statements.
Basis of accounting
The Half-yearly Financial Report has been prepared in accordance with
IFRS adopted for use in the European Union (and therefore comply with
Article 4 of the EU IAS regulation), in the case of the Group, and in
accordance with UK GAAP in the case of the Company. This Half-yearly
Financial Report has been prepared in accordance with IAS 34 'Interim
Financial Reporting'.
Both the Group and the Company Financial Statements also apply the
Statement of Recommended Practice: "Financial Statements of Investment
Companies and Venture Capital Trusts" ('SORP') issued by the Association
of Investment Companies ("AIC") in January 2009, in so far as this does
not conflict with IFRS. The Financial Statements have been prepared in
accordance with those parts of the Companies Act 2006 applicable to the
companies reporting under IFRS and UK GAAP. The information in this
document does not include all of the disclosures required by IFRS and
SORP in full annual Financial Statements, and it should be read in
conjunction with the consolidated Financial Statements of the Group for
the year ended 30 June 2014. This Half-yearly financial information has
been prepared applying the accounting policies and presentation that
were applied in the preparation of the Group's published consolidated
Financial Statements for the year ended 30 June 2014.
These Financial Statements are presented in Sterling to the nearest
thousand. Accounting policies have been applied consistently in current
and prior periods.
Basis of consolidation
The Group consolidated Financial Statements incorporate the Financial
Statements of the Company for the period ended 31 December 2014 and the
entities controlled by the Company (its subsidiaries), for the same
period. Where necessary, adjustments are made to the Financial
Statements of subsidiaries to bring the accounting policies into line
with those used by the Group. All intra-group transactions, balances,
income and expenses are eliminated on consolidation.
As permitted by Section 408 of the Companies Act 2006, the Company has
not presented its own profit and loss account. The amount of the
Company's profit before tax for the period dealt within the accounts of
the Group is GBP906,000 (31 December 2013: GBP1,930,000; 30 June 2014:
GBP3,461,000).
Segmental reporting
The Directors are of the opinion that the Group and the Company are
engaged in a single operating segment of business, being investment in
equity and debt. The Group and the Company report to the Board which
acts as the chief decision maker. The Group invests in smaller companies
principally based in the UK.
Business combinations
The acquisition of subsidiaries is accounted for using the purchase
method in the Group Financial Statements. The cost of the acquisition is
measured at the aggregate of the fair values, at the date of exchange,
of assets given, liabilities incurred or assumed, and equity instruments
issued by the Group in exchange for control of the subsidiaries, plus
any costs directly attributable to the business combination. The
subsidiary's identifiable assets, liabilities and contingent liabilities
that meet the conditions for recognition under IFRS 3 "Business
Combinations" are recognised at their fair value at the acquisition
date.
Estimates
The preparation of the Group and Company's Half-yearly Financial Report
requires estimates, assumptions and judgments to be made, which affect
the reported results and balances. Actual outcomes may differ from these
estimates, with a consequential impact on the results of future periods.
Those estimates and assumptions that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities
within the next financial year are those used to determine the fair
value of investments at fair value through profit or loss.
The valuation of investments held at fair value through the profit or
loss or measured in assessing any impairment of loan stocks is
determined by using valuation techniques. The Group and the Company use
judgments to select a variety of methods and makes assumptions that are
mainly based on market conditions at each balance sheet date.
Investment in subsidiaries
Investments in subsidiaries are revalued at the balance sheet date based
on the underlying net assets of the subsidiary undertakings. Revaluation
movements are recognised in the unrealised reserve.
The Directors have not yet made a formal decision on the future of CP2
VCT PLC, but the parent Company has undertaken to support the ongoing
operations of the subsidiary company.
Non-current asset investments
Quoted and unquoted equity investments, debt issued at a discount and
convertible bonds
In accordance with IAS 39 'Financial Instruments: Recognition and
Measurement', and FRS 26 'Financial Instruments: Recognition and
Measurement', quoted and unquoted equity, debt issued at a discount and
convertible bonds are designated as fair value through profit or loss
('FVTPL'). Investments listed on recognised exchanges are valued at the
closing bid prices at the end of the accounting period. Unquoted
investments' fair value is determined by the Directors in accordance
with the International Private Equity and Venture Capital Valuation
Guidelines (IPEVCV guidelines).
Fair value movements and gains and losses arising on the disposal of
investments are reflected in the capital column of the Statement of
comprehensive income in accordance with the AIC SORP. Realised gains or
losses on the sale of investments will be reflected in the realised
capital reserve, and unrealised gains or losses arising from the
revaluation of investments will be reflected in the unrealised capital
reserve.
Warrants and unquoted equity derived instruments
Warrants and unquoted equity derived instruments are only valued if
there is deemed to be additional value to the Company in exercising or
converting as at the balance sheet date. Otherwise these instruments are
held at nil value. The valuation techniques used are those used for the
underlying equity investment.
Unquoted loan stock
Unquoted loan stock (excluding debt issued at a discount and convertible
bonds) is classified as loans and receivables as permitted by IAS 39 and
FRS 26 and measured at amortised cost using the effective interest rate
method less impairment. Movements in the amortised cost relating to
interest income are reflected in the revenue column of the Statement of
comprehensive income, and hence are reflected in the other distributable
reserve, and movements in respect of capital provisions are reflected in
the capital column of the Statement of comprehensive income and are
reflected in the realised capital reserve following sale, or in the
unrealised capital reserve for impairments arising from revaluations of
the fair value of the security.
For all unquoted loan stock, fully performing, past due or impaired, the
Board considers that the fair value is equal to or greater than the
security value of these assets. For unquoted loan stock, the amount of
the impairment is the difference between the asset's cost and the
present value of estimated future cash flows, discounted at the original
effective interest rate. The future cash flows are estimated based on
the fair value of the security held less estimated selling costs.
Investments are recognised as financial assets on legal completion of
the investment contract and are de-recognised on legal completion of the
sale of an investment.
Dividend income is not recognised as part of the fair value movement of
an investment, but is recognised separately as investment income through
the other distributable reserve when a share becomes ex-dividend.
Loan stock accrued interest is recognised in the Balance sheet as part
of the carrying value of the loans and receivables at the end of each
reporting period.
In accordance with the exemptions under IAS 28 "Investments in
associates" and FRS 9 "Associates and joint ventures", those
undertakings in which the Group or Company holds more than 20 per cent.
of the equity as part of an investment portfolio are not accounted for
using the equity method.
Current asset investments
Contractual future contingent receipts on the disposal of fixed asset
investments are designated at fair value through profit and loss and are
subsequently measured at fair value.
Investment income
Quoted and unquoted equity income
Dividend income is included in revenue when the investment is quoted
ex-dividend.
Unquoted loan stock income
Fixed returns on non-equity shares and debt securities are recognised on
a time apportionment basis using an effective interest rate over the
life of the financial instrument. Income which is not capable of being
received within a reasonable period of time is reflected in the capital
value of the investment.
Bank interest income
Interest income is recognised on an accruals basis using the rate of
interest agreed with the bank.
Investment management fees, performance incentive fees and other
expenses
All expenses have been accounted for on an accruals basis. Expenses are
charged through the revenue column of the Statement of comprehensive
income, except for management fees and performance incentive fees which
are allocated in part to the capital column of the Statement of
comprehensive income, to the extent that these relate to the maintenance
or enhancement in the value of the investments and in line with the
Board's expectation that over the long term 75 per cent. of the Group's
investment returns will be in the form of capital gains.
Issue costs
Issue costs associated with the allotment of share capital have been
deducted from the share premium account.
Taxation
Taxation is applied on a current basis in accordance with IAS 12 "Income
taxes" and FRS 16 "Current tax". Taxation associated with capital
expenses is applied in accordance with the SORP. Deferred taxation is
provided in full on temporary differences and timing differences that
result in an obligation at the balance sheet date to pay more tax or a
right to pay less tax, at a future date, at rates expected to apply when
they crystallise based on current tax rates and law. Timing differences
arise from the inclusion of items of income and expenditure in taxation
computations in periods different from those in which they are included
in the Financial Statements. Temporary differences arise from
differences between the carrying amounts of assets and liabilities for
financial reporting and the amounts used for taxation purposes. Deferred
tax assets are recognised to the extent that it is probable that future
taxable profit will be available against which unused tax losses and
credits can be utilised. Deferred tax assets and liabilities are not
discounted.
Dividends
In accordance with IAS 10 and FRS 21 "Events after the balance sheet
date", dividends are accounted for in the period in which the dividend
is declared.
Reserves
Share premium reserve
This reserve accounts for the difference between the price paid for the
Company's shares and the nominal value of the shares, less issue costs
and transfers to the other distributable reserve.
Capital redemption reserve
This reserve accounts for amounts by which the issued share capital is
diminished through the repurchase and cancellation of the Company's own
shares.
Unrealised capital reserve
Increases and decreases in the valuation of investments held at the year
end, against cost are included in this reserve.
Realised capital reserve
The following are disclosed in this reserve:
-- gains and losses compared to cost on the realisation of investments;
-- expenses, together with the related taxation effect, charged in
accordance with the above policies; and
-- dividends paid to equity holders.
Other distributable reserve
This reserve accounts for movements from the revenue column of the
Statement of comprehensive income, the payment of dividends, the buyback
of shares and other non-capital realised movements.
2. Gains on investments
Unaudited Unaudited Audited
six months ended six months ended year ended
31 December 2014 31 December 2013 30 June 2014
GBP'000 GBP'000 GBP'000
Unrealised gains on investments held at fair value
through profit or loss 706 891 1,780
Unrealised reversal of impairments/(impairments) measured
at amortised cost 58 (18) 22
Unrealised gains on non-current asset investments 764 873 1,802
Unrealised gains on current asset investments held
at fair value through profit or loss - 7 21
Unrealised gains on investments 764 880 1,823
Realised gains on investments held at fair value through
profit or loss 540 5 -
Realised (losses)/gains on investments measured at
amortised cost (136) 3 (11)
Realised gains/(losses) on non-current asset investments 404 8 (11)
Realised gains on current asset investments held at
fair value through profit or loss 6 - -
Realised gains/(losses) on investments 410 8 (11)
1,174 888 1,812
Investments measured at amortised cost are unquoted loan stock
investments.
3. Investment income and deposit interest
Unaudited Unaudited Audited
six months ended six months ended year ended
31 December 2014 31 December 2013 30 June 2014
GBP'000 GBP'000 GBP'000
Income recognised on investments held at fair value
through profit or loss
Interest on convertible bonds and debt issued at a
discount 136 59 145
UK dividend income 6 6 29
142 65 174
Income recognised on investments measured at amortised
cost
Return on loan stock investments 442 363 732
Bank deposit interest 8 12 19
450 375 751
592 440 925
4. Investment management fees
Unaudited Unaudited Audited
six months ended six months ended year ended
31 December 2014 31 December 2013 30 June 2014
Revenue Capital Total Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment
management 64 194 258 59 179 238 120 361 481
fee
Further details of the management agreement under which the investment
management fee is paid are given on page 10 of the Strategic report in
the Annual Report and Financial Statements for the year ended 30 June
2014.
During the period, services of a total value of GBP283,000 (six months
ended 31 December 2013: GBP263,000; year ended 30 June 2014: GBP531,000)
were purchased by the Company from Albion Ventures LLP; comprising
GBP258,000 management fee and GBP25,000 administration fee. At the
financial period end, the amount due to Albion Ventures LLP disclosed as
payables was GBP281,000 (administration fee accrual GBP13,000,
management fee accrual GBP268,000) (31 December 2013: GBP131,000; 30
June 2014: GBP139,500).
Albion Ventures LLP is, from time to time, eligible to receive
transaction fees and Directors' fees from portfolio companies. During
the period to 31 December 2014, fees of GBP73,500 attributable to the
investments of the Company were received pursuant to these arrangements
(30 June 2014: GBP67,000).
Albion Ventures LLP, the Manager, holds 1,256 Ordinary shares as a
result of the fractional entitlement arising on the merger of Crown
Place VCT PLC, CP1 VCT PLC and CP2 VCT PLC on 13 January 2006. In
addition, Albion Ventures LLP holds a further 16,909 Ordinary shares in
the Company.
5. Dividends
Unaudited Unaudited Audited
six months ended six months ended year ended
31 December 2014 31 December 2013 30 June 2014
GBP'000 GBP'000 GBP'000
First dividend paid on 29 November 2013 (1.25 pence
per share) - 1,053 1,053
Second dividend paid on 31 March 2014 (1.25 pence
per share) - - 1,079
First dividend paid on 28 November 2014 (1.25 pence
per share) 1,142 - -
1,142 1,053 2,132
In addition, the Board has declared a second dividend of 1.25 pence per
share for the year ending 30 June 2015. This will be paid on 31 March
2015 to shareholders on the register as at 6 March 2015. This is
expected to amount to approximately GBP1,195,000.
6. Basic and diluted return per Ordinary share
Unaudited Unaudited Audited
six months ended six months ended year ended
31 December 2014 31 December 2013 30 June 2014
Revenue Capital Total Revenue Capital Total Revenue Capital Total
Return attributable to equity shares (GBP'000) 386 980 1,366 247 709 956 525 1,451 1,976
Weighted average
shares in issue
(excluding treasury
shares) 91,562,540 84,001,584 86,017,237
Return attributable per Ordinary share (pence) (basic
and diluted) 0.42 1.07 1.49 0.29 0.85 1.14 0.61 1.67 2.28
The return per share has been calculated excluding treasury shares of
10,131,410 (31 December 2013: 8,794,410; 30 June 2014: 9,376,410).
There are no convertible instruments, derivatives or contingent share
agreements in issue, and therefore no dilution affecting the return per
share. The basic return per share is therefore the same as the diluted
return per share.
7. Non-current asset investments
Unaudited Audited
31 December 2014 30 June 2014
GBP'000 GBP'000
Investments held at fair value through
profit or loss 16,770 16,692
Investments measured at amortised cost 9,037 10,997
25,807 27,689
8. Ordinary share capital
Unaudited Audited
31 December 2014 30 June 2014
GBP'000 GBP'000
Allotted, called up and fully paid
101,537,552 Ordinary shares of 10p each (30 June 2014:
100,057,224) 10,154 10,006
Voting rights
91,406,142 Ordinary shares of 10p each (30 June 2014:
90,680,814)
The Company purchased 755,000 Ordinary shares for treasury during the
period at a cost of GBP226,000 (year ended 30 June 2014: 582,000 shares
at a cost of GBP174,000). The total number of shares held in treasury as
at 31 December 2014 was 10,131,410 (30 June 2014: 9,376,410).
During the period, the Company did not purchase any Ordinary shares for
cancellation (year ended 30 June 2014: 1,317,000 shares at a cost of
GBP395,000).
Under the terms of the Dividend Reinvestment Scheme dated 26 February
2009, the following Ordinary shares of nominal value 10 pence per share
were allotted during the period:
Opening market
Net price on
Aggregate nominal value of shares Issue price consideration received allotment (pence
Allotment date Number of shares allotted (GBP'000) (pence per share) (GBP'000) per share)
28 November 2014 389,584 39 30.79 118 30.00
The Company issued the following Ordinary shares of nominal value 10
pence per share under the Albion VCTs Top Up Offers 2013/2014 and the
Albion VCTs Prospectus Top Up Offers 2013/2014:
Opening market
Net price on
Aggregate nominal value of shares Issue price consideration received allotment (pence
Allotment date Number of shares allotted (GBP'000) (pence per share) (GBP'000) per share)
4 July 2014 23,321 2 31.80 7 30.00
4 July 2014 12,538 1 31.90 4 30.00
4 July 2014 101,104 10 32.10 32 30.00
4 July 2014
(Prospectus) 953,781 95 32.10 297 30.00
1,090,744 109 340
9. Reconciliation of revenue return on ordinary activities before
taxation to net cashflow from operating activities
Unaudited Unaudited Audited
six months ended six months ended year ended
31 December 2014 31 December 2013 30 June 2014
Group and Company GBP'000 GBP'000 GBP'000
Revenue return before tax 386 247 525
Capitalised expenses (194) (179) (361)
(Increase)/decrease in accrued amortised loan stock
interest (18) 2 20
Decrease in receivables 7 8 -
Increase/(decrease) in payables 114 (46) 3
Net cash flow from operating activities 295 32 187
10. Contingencies and guarantees
There are no external contingencies for or guarantees by the Group or
Company as at 31 December 2014 (30 June 2014: nil).
As at 31 December 2014 the Company had the following financial
commitments in respect of investments totalling GBP1,014,000:
-- Active Lives Care Limited, GBP413,000
-- Ryefield Court Care Limited, GBP345,000
-- Proveca Limited, GBP179,000
-- Cisiv Limited, GBP37,000
-- MyMeds&Me Limited, GBP22,000
-- Green Highland Renewables (Ledgowan) Limited, GBP18,000
Under the terms of the Transfer Agreement dated 16 January 2006, the
Company has indemnified its subsidiaries, CP1 VCT PLC and CP2 VCT PLC in
respect of all costs, claims and liabilities in exchange for the
transfer of assets.
11. Post balance sheet events
Since 31 December 2014, the Company has completed the following
transactions:
-- Proceeds of GBP1,400,000 received from the disposal of the investment in
Orchard Portman Group (Taunton Hospital Limited);
-- Proceeds of GBP520,000 received from the repayment of loan stock by
Infinite Ventures (Goathill) Limited;
-- Investment of GBP500,000 in Shinfield Lodge Care Limited;
-- Investment of GBP20,000 in Cisiv Limited;
-- Investment of GBP20,000 in Silent Herdsman Holdings Limited;
-- Investment of GBP18,000 in Green Highland Renewables (Ledgowan) Limited;
-- Investment of GBP18,000 in Regenerco Renewable Energy Limited; and
-- Investment of GBP6,000 in AVESI Limited.
Albion VCTs Prospectus Top Up Offers 2014/2015
On 17 November 2014 the Company announced the publication of a
prospectus in relation to an offer for subscription for new Ordinary
shares. A Securities Note, which forms part of the prospectus, has been
sent to shareholders.
A copy of the prospectus may be obtained from www.albion-ventures.co.uk.
The following Ordinary shares of nominal value 10 pence per share were
allotted under the Offers since the period end:
Number of Issue price
Allotment shares Aggregate nominal value of shares (pence per Net consideration received Opening market price on allotment date (pence per
date allotted (GBP'000) share) (GBP'000) share)
30 January
2015 2,763,025 276 31.80 861 30.00
30 January
2015 1,451,111 145 32.00 453 30.00
4,214,136 421 1,314
12. Risks and uncertainties
The Board considers that the Company faces the following major risks and
uncertainties:
1. Economic risk
Changes in economic conditions, including, for example, interest rates,
rates of inflation, industry conditions, competition, political and
diplomatic events and other factors could substantially and adversely
affect the Company's prospects in a number of ways.
To reduce this risk, in addition to investing equity in portfolio
companies, the Company often invests in fixed interest secured loan
stock and has a policy of not normally permitting any external bank
borrowings within portfolio companies. Additionally, the Manager has
been rebalancing the sector exposure of the portfolio with a view to
reducing reliance on consumer led sectors.
2. Investment risk
This is the risk of investment in poor quality assets which reduces the
capital and income returns to shareholders, and negatively impacts on
the Company's reputation. By nature, smaller unquoted businesses, such
as those that qualify for venture capital trust purposes, are more
fragile than larger, long established businesses. The success of
investments in certain sectors is also subject to regulatory risk, such
as those affecting companies involved in UK renewable energy.
To reduce this risk, the Board places reliance upon the skills and
expertise of the Manager in investing in this segment of the market. In
addition, the Manager operates a formal and structured investment
process, which includes an Investment Committee comprising investment
professionals from the Manager and at least one external investment
professional. The Manager also invites, and takes account of, comments
from non-executive Directors of the Company on investments discussed at
the Investment Committee meetings. Investments are actively and
regularly monitored by the Manager (investment managers normally sit on
portfolio company boards) and the Board receives detailed reports on
each investment as part of the Manager's report at quarterly board
meetings. It is the policy of the Company for portfolio companies to not
normally have external borrowings. The Board and the Manager closely
monitor regulatory changes in the sectors in which the Company is
invested.
3.Valuation risk
The Company's investment valuation methodology is reliant on the
accuracy and completeness of information that is issued by portfolio
companies. In particular, the Directors may not be aware of or take into
account certain events or circumstances which occur after the
information issued by such companies is reported.
As described in note 1 of the Financial Statements, the unquoted equity
investments, convertible loan stock and debt issued at a discount held
by the Company are measured at fair value through profit or loss and
valued in accordance with the International Private Equity and Venture
Capital Valuation Guidelines. These guidelines set out recommendations,
intended to represent current best practice on the valuation of venture
capital investments. These investments are valued on the basis of
forward looking estimates and judgments about the business itself, its
market and the environment in which it operates, together with the state
of the mergers and acquisitions market, stock market conditions and
other factors. In making these judgments the valuation takes into
account all known material facts up to the date of approval of the
Financial Statements by the Board. All other unquoted loan stock is
measured at amortised cost. The values of a number of investments are
also underpinned by independent third party professional valuations.
4. Venture Capital Trust approval risk
The Company's current approval as a venture capital trust allows
investors to take advantage of tax reliefs on initial investment and
ongoing tax free capital gains and dividend income. Failure to meet the
qualifying requirements could result in investors losing the tax relief
on initial investment and loss of tax relief on any tax-free income or
capital gains received. In addition, failure to meet the qualifying
requirements could result in a loss of listing of the shares.
To reduce this risk, the Board has appointed the Manager, which has a
team with significant experience in venture capital trust management,
used to operating within the requirements of the venture capital trust
legislation. In addition, to provide further formal reassurance, the
Board has appointed Robertson Hare LLP as its taxation adviser.
Robertson Hare LLP report quarterly to the Board to independently
confirm compliance with the venture capital trust legislation, to
highlight areas of risk and to inform on changes in legislation. Each
investment in a new portfolio company is also pre-cleared with H.M.
Revenue & Customs.
5. Compliance risk
The Company is listed on The London Stock Exchange and is required to
comply with the rules of the UK Listing Authority, as well as with the
Companies Act, Accounting Standards and other legislation. Failure to
comply with these regulations could result in a delisting of the
Company's shares, or other penalties under the Companies Act or from
financial reporting oversight bodies.
The Board and the Manager receive regular updates on new regulation from
its auditor, lawyers and other professional bodies. Directors and the
Manager have experience of operating or advising at senior levels within
quoted businesses.
6. Internal control risk
Failures in key controls, within the Board or within the Manager's
business, could put assets of the Group and the Company at risk or
result in reduced or inaccurate information being passed to the Board or
to shareholders.
The Audit and Risk Committee meets with the Manager's internal auditors,
PKF Littlejohn LLP when required, receiving a report regarding the last
formal internal audit performed on the Manager, and providing the
opportunity for the Audit and Risk Committee to ask specific and
detailed questions. Karen Brade as Chairman of the Audit and Risk
Committee has met with the internal audit partner of PKF Littlejohn LLP
in January 2015 to discuss the most recent internal audit report
completed on the Manager. The Manager has a comprehensive business
continuity plan in place in the event that operational continuity is
threatened. Further details regarding the Board's management and review
of the Group's internal controls through the implementation of the
Turnbull guidance are detailed on page 29 of the Annual Report and
Financial Statements for the year ended 30 June 2014.
Measures are in place to mitigate information risk in order to ensure
the integrity, availability and confidentiality of information used
within the business.
7. Reliance upon third parties risk
The Group and the Company are reliant upon the services of Albion
Ventures LLP for the provision of investment management and
administrative functions. There are provisions within the management
agreement for the change of Manager under certain circumstances (for
more detail, see the management agreement paragraph on page 10 of the
Annual Report and Financial Statements for the year ended 30 June 2014).
In addition, the Manager has demonstrated to the Board that there is no
undue reliance placed upon any one individual within Albion Ventures
LLP.
8. Financial risks
By its nature, as a venture capital trust, the Company is exposed to
investment risk (which comprises investment price risk and cash flow
interest rate risk), credit risk and liquidity risk. The Company's
policies for managing these risks and its financial instruments are
outlined in full in note 18 to the Annual Report and Financial
Statements for the year ended 30 June 2014.
All of the Group's income and expenditure is denominated in sterling and
hence the Group has no foreign currency risk. The Group is financed
through equity and does not have any borrowings. The Group does not use
derivative financial instruments for speculative purposes.
13. Related party transactions
There are no related party transactions or balances requiring
disclosure.
14. Other information
The information set out in the Half-yearly Financial Report does not
constitute the Group's statutory accounts within the terms of section
434 of the Companies Act 2006 for the periods ended 31 December 2014 and
31 December 2013 and is unaudited. The financial information for the
year ended 30 June 2014 does not constitute statutory accounts within
the terms of section 434 of the Companies Act 2006 and is derived from
the statutory accounts for the financial year, which have been delivered
to the Registrar of Companies. The Auditor's report on those accounts
was unqualified and did not contain statements under s498 (2) or (3) of
the Companies Act 2006.
15. Publication
This Half-yearly Financial Report is being sent to shareholders and
copies will be made available to the public at the registered office of
the Company, Companies House, the National Storage Mechanism and also
electronically at http://www.albion-ventures.co.uk/ourfunds/CRWN.htm .
Shareholder returns for CP1 VCT PLC (previously Murray VCT PLC) and CP2
VCT PLC (previously Murray VCT 2 plc) (unaudited)
Proforma (i) Proforma (i)
Murray VCT PLC Murray VCT 2 PLC
(pence per share) (pence per share)
Shareholder return from launch to April 2005 (date
that Albion Ventures was appointed investment manager):
Total dividends paid to 6 April 2005 (ii) 30.36 30.91
Decrease in net asset value (69.90) (64.50)
Total shareholder return to 6 April 2005 (39.54) (33.59)
Shareholder return from April 2005 to 31 December
2014:
Total dividends paid 16.68 19.77
Decrease in net asset value (7.12) (8.03)
Total shareholder return from April 2005 to 31 December
2014 9.56 11.74
Shareholder value since launch:
Total dividends paid to 31 December 2014 (ii) 47.04 50.68
Net asset value as at 31 December 2014 22.98 27.47
Total shareholder value as at 31 December 2014 70.02 78.15
Current dividend objective:
Pence per share (per annum) 1.78 2.13
Percentage yield on net asset value as at 31 December
2014 7.7% 7.7%
Notes
1. The proforma shareholder returns presented above are based on the
dividends paid to shareholders before the merger and the pro-rata net
asset value per share and pro-rata dividends per share paid to 31
December 2014 since the merger. This pro-forma is based upon the
proportion of shares received by Murray VCT PLC (now renamed CP1 VCT PLC)
and Murray VCT 2 PLC (now renamed CP2 VCT PLC) shareholders at the time
of the merger with Crown Place VCT PLC on 13 January 2006.
2. Prior to 6 April 1999, venture capital trusts were able to add 20 per
cent. to dividends and figures for the period up until 6 April 1999 are
included at the gross equivalent rate actually paid to shareholders.
Crown Place VCT PLC Split of investment portfolio by sector
http://hugin.info/141806/R/1898061/673890.xlsx
This announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX 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: Crown Place VCT PLC via Globenewswire
HUG#1898061
http://www.closeventures.co.uk
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