Final Results
Eclipse VCT 3 plc
Final Results
12 November 2008
Eclipse VCT 3 plc (the "Company"), managed by Octopus Investments
Limited, today announces the final results for the year ended 31
August 2008.
These results were approved by the Board of Directors on 12 November
2008.
You may view the Annual Report in full at www.octopusinvestments.com
and navigating to the VCT Annual and Interim Reports under the 'Learn
More' section.
About Eclipse VCT 3 plc
Eclipse VCT 3 plc ("Eclipse 3" or "Company") is a venture capital
trust ("VCT") which aims to provide shareholders with attractive
tax-free dividends and long-term capital growth, by investing in a
diverse portfolio of unquoted and AIM-quoted companies. The Company
is managed by Octopus Investments Limited ("Octopus" or "Manager").
Eclipse 3 was launched in August 2005 and raised approximately �29.1
million (�28.7 million net of expenses) through an offer for
subscription. The Company co-invests with other funds managed by
Octopus. This allows Eclipse 3 to invest in a wider range of
opportunities and in larger and more developed companies than are
typically available to a single VCT.
Financial Highlights
+-------------------------------------------------------------------+
| | Year to 31 | Year to 31 |
| | August 2008 | August 2007 |
|---------------------------------------+-------------+-------------|
| | | |
|---------------------------------------+-------------+-------------|
| Net assets (�'000s) | 23,002 | 29,825 |
|---------------------------------------+-------------+-------------|
| Net (loss)/return after tax (�'000s) | (6,058) | 1,809 |
|---------------------------------------+-------------+-------------|
| Net asset value per share ("NAV") | 78.0p | 101.1p |
|---------------------------------------+-------------+-------------|
| Dividends paid and proposed relating | | |
| to the year | 2.5p | 2.2p |
|---------------------------------------+-------------+-------------|
| Cumulative dividends since launch - | | |
| paid and proposed | 4.7p | 0.7p |
+-------------------------------------------------------------------+
The table below shows the NAV per share and lists the dividends that
have been paid since the launch of Eclipse 3:
+-------------------------------------------------------------------+
| | | Dividends paid | NAV + cumulative |
| Period Ended | NAV | in period* | dividends |
|------------------+--------+----------------+----------------------|
| 28 February 2006 | 94.9p | - | 94.9p |
|------------------+--------+----------------+----------------------|
| 31 August 2006 | 95.7p | - | 95.7p |
|------------------+--------+----------------+----------------------|
| 28 February 2007 | 103.0p | 0.7p | 103.7p |
|------------------+--------+----------------+----------------------|
| 31 August 2007 | 101.1p | - | 101.8p |
|------------------+--------+----------------+----------------------|
| 29 February 2008 | 94.1p | 1.5p | 96.3p |
|------------------+--------+----------------+----------------------|
| 31 August 2008 | 78.0p | 1.0p | 81.2p |
+-------------------------------------------------------------------+
*Please note, dividends stated are dividends which have been paid in
that period
Chairman's Statement
I am pleased to present the annual results for the year to 31 August
2008.
In the year to 31 August 2008, the total return to shareholders
(being the change in the net asset value per share or NAV, added to
dividends paid out to shareholders) was -20.2%, falling from 101.8p
to 81.2p. In comparison, the FTSE AIM All Share index fell 12.0% and
the FTSE Small Cap index fell 31.6% over the same period.
In the current economic environment, there has been a significant
decline in asset values overall. This reflects a generally cautious
view of the valuations of unquoted investments. Since the year end,
the AIM market has continued to fall. This has affected the Fund's
AIM portfolio which has also fallen in value. We expect to see a
recovery in the Fund's NAV when stability returns to the financial
markets, though this may be some time.
The Fund has, however, fulfilled the requirement for VCTs to be 70%
invested at the end of the third accounting period. It is not
required to invest further funds in the short term. Consequently at
the year end, cash accounted for over 27% of the Fund's net asset
value meaning the fund is well placed to take advantage of excellent
investment opportunities inherent in the current environment.
Further details of investments made and the investment strategy can
be found in the Investment Manager's Review which includes a review
of the performance of investments.
The Board's strategy is to maintain an appropriate level of liquidity
in the balance sheet to achieve four aims:
* to take advantage of new investment opportunities as they
arise;
* to support further investment in existing portfolio
companies if required;
* to assist liquidity in the shares through the buy back
facility; and
* to support a consistent dividend flow.
Given the Board's desire to pay a consistent dividend flow, a final
dividend of 1.5p per share has been proposed. Subject to shareholder
approval at the annual general meeting, this dividend will be paid on
5 January 2009 to those shareholders on the register on 5 December
2008. This will take dividends for the year ended 31 August 2008 to
2.5p per share.
Investment Portfolio
The year, particularly the latter half, has been challenging for many
businesses, with the impact of the credit crunch being followed by a
worsening of the economic environment. Inevitably this has had an
impact on the portfolio, particularly reducing company valuations.
During the year, ten new investments were made and three investments
were fully disposed of. New investments totalled �9.9 million in
seven unquoted and three AIM-quoted companies. There were also a
number of follow-on investments. A disposal of Gyro International
Limited led to crystallising a profit of �619,000. Unfortunately this
was more than offset by the realised loss on the disposal of NPI
Media Group Limited of �986,000. In addition, as well as the losses
on AIM listed companies, it is particularly disappointing to report
the full write down in value of our investments in Adrenalin Design
Limited and The Grill Group Limited. In both cases the businesses
had suffered from falling sales and, with the expectation of
continuing market weakness, it was not considered prudent to invest
further funds. Experience of previous recessionary periods shows
that further financial support for existing investments has to be
considered very carefully, and is dependent on having a strong
business model and exceptional management team.
Whilst valuations across the portfolio have been carefully evaluated,
several investments have made significant underlying progress during
the period, including Audio Visual Machines Limited, Promotion Space
Limited, Hydrobolt Limited and SweetCred Holdings Limited. In the
longer term these should lead to positive returns, allowing for the
payment of more significant dividends.
Further details about the portfolio, including new investments and
realisations can be found in the Investment Manager's Review on pages
6 to 14.
Change of Name
With a wide range of Octopus funds now under management, it is
considered appropriate that the name of the Company should reflect
the name of Octopus so as to avoid confusion in the marketplace.
Therefore it is proposed to change the name of the Company to Octopus
Eclipse VCT 3 plc.
It should be made clear to shareholders, however, that current
directors will remain in office and their independence from Octopus
is in no way affected.
VAT on Management Fees
The Government has announced that VCTs will be exempt from paying VAT
on investment management fees with effect from 1 October 2008. This
follows a European Court of Justice judgement against the Government
in a case relating to VAT payable by investment trusts. It is
becoming more certain that a VAT repayment will be obtained for VAT
paid on management fees for the last three years. However, the
extent and timing of repayments is not yet known. We will follow
developments with the help of our advisers. The saving in VAT for
the 2008/2009 year should amount to around �83,000.
Share Buy-backs
At the date of publication, the Company's mid market share price
stood at 53p compared to the previously published NAV of 89.9p and
the NAV at 31 August 2008 of 78.0p. Whilst the Board, where possible,
endeavours to offer a buy-back facility at around a 10% discount to
the prevailing NAV, reflecting the economic environment at that time,
we hope that as our Fund demonstrates its ability to deliver
sustained growth and regular dividends in the future, its discount to
NAV will narrow and a more active secondary market will develop.
Details of shares issued and bought back in the year can be found in
the Directors' Report commencing on page 19.
VCT Qualifying Status
PricewaterhouseCoopers LLP provides the Board and Investment Manager
with advice concerning ongoing compliance with Her Majesty's Revenue
& Customs ("HMRC") rules and regulations concerning VCTs. The Board
has been advised that Eclipse VCT 3 plc is in compliance with the
conditions laid down by HMRC for maintaining approval as a VCT.
A key requirement now is to maintain the required 70% qualifying
investment level, particularly at a time when we are successfully
realising some of our investments and new deal flow is not as great
as it has been over the last few years. As at 31 August 2008 over
76% of the portfolio (as measured by HMRC rules) was invested in VCT
qualifying investments.
Outlook
In what has been a difficult period for stock markets generally, and
smaller companies in particular, your Board continues to seek a
balanced portfolio of investments in smaller, developing companies.
The portfolio should provide attractive returns to investors with a
medium to long-term horizon. The investment strategy for Eclipse 3
remains focused on the delivery of absolute returns and a regular
tax-free dividend stream for investors. Whilst both the unquoted and
quoted investment portfolios will not be immune to the wider impact
of the credit crunch, the Board does consider that the portfolio as a
whole is well positioned to benefit from any improvement in the
overall financial climate.
Greg Melgaard
Chairman
12 November 2008
Investment Manager's Review
Personal Service
At Octopus, we have a dual focus on managing your investments and
keeping you informed throughout the investment process. We are
committed to providing our investors with regular and open
communication. Our updates are designed to keep you involved about
the progress of your investment.
During this time of economic upheaval, we consider it particularly
important to be in contact with our investors. We are working hard to
manage your money in the current climate. We share your goal to make
money from your investment, as our money is invested alongside yours.
If you have any questions about this review, or if it would help to
speak to one of the fund managers, please do not hesitate to contact
us on 0800 316 2347.
Portfolio Review
The performance of the Fund over the last year has been mixed. The
overall performance of the portfolio has been affected by that of the
stock market and by the weak performance of some of the portfolio
companies in adverse economic conditions.
Despite the diversity of the unquoted portfolio across sectors, some
companies have been impacted by the slowing economy. The Fund sold
its investment in Gyro International Limited, crystallising a profit
of �619,000. However, this was more than offset by the realised loss
on the disposal of NPI Media Group Limited of �986,000. So a loss of
�387,000 was crystallised during the year from the disposal of
unquoted investments.
Furthermore we have written down the value of a number of the
companies. In particular it is disappointing to report the full write
down of the investments in Adrenalin Design Limited and The Grill
Group Limited. These companies both operated in the mid-market
consumer sector and experienced severe declines in sales levels. In
the circumstances it was not considered appropriate to support either
business further.
Meanwhile the AIM portfolio, whilst only accounting for around 13% of
the investment portfolio by value, has impacted the NAV negatively by
around 9p per share. A modest profit of �63,000 was successfully
crystallised during the period. Price falls in smaller quoted
companies have been severe due to lack of liquidity in some of the
stocks. Price falls on the whole reflect market de-ratings rather
than stock-specific issues.
Portfolio Review
Valuation write downs have also been made on a number of unquoted
investments where company performance is behind forecast plan. The
approach taken to portfolio valuations may be viewed as prudent, and
we have been cautious in the current environment about writing up
investment values, even where demonstrable progress has been made by
the investee company. However, the valuation of the investments is
in accordance with the policy stated on page 42 and the valuations
represent the fair value of the investments at 31 August 2008.
Octopus actively works with all unquoted investee companies to ensure
value will be added in due course.
Outlook
Whilst the economic outlook remains a concern, a majority of the
companies in the fund portfolios, in particular the AIM portfolio,
are established, profitable companies. Furthermore, many of the
investments are engaged in business activities that have demonstrated
robust pricing power and will not be reliant on the ebb and flow of
the wider economy. With this in mind, whilst there are undoubtedly
short term challenges ahead, we remain confident about the longer
term prospects of the underlying holdings within the portfolios.
A summary of all disposals, new investments and existing portfolio
revaluations is set out below.
Investment Portfolio
+----------------------------------------------------------------------------------------------------------------+
| | | | | | | Carrying| | | | |
| | | | | | | value at| | | | |
|Unquoted | |Investment| | Unrealised| |31 August| | % equity| | % equity held by all|
|Qualifying | | at cost| |profit/(loss)| | 2008| | held by| | funds managed by|
|Investments |Sector | (�'000)| | (�'000)| | (�'000)| |Eclipse 3| | Octopus|
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Promotion Space |Media & Marketing | 1,678| | -| | 1,678| | 12.3%| | 38.0%|
|Limited |Services | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Sweet Cred |Consumer Products | 1,677| | -| | 1,677| | 7.7%| | 24.5%|
|Holdings Limited| | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|The History |Publishing | 1,672| | -| | 1,672| | 15.2%| | 60.0%|
|Press Limited | | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Hydrobolt |Engineering & | 1,408| | -| | 1,408| | 16.3%| | 48.1%|
|Limited |Machinery | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|CSL DualCom |Technology & | 1,168| | 184| | 1,352| | 11.5%| | 45.8%|
|Limited |Telecommunications| | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Bruce Dunlop & |Media & Marketing | 1,250| | -| | 1,250| | 9.4%| | 33.4%|
|Associates |Services | | | | | | | | | |
|Limited | | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Vulcan Services |Engineering & | 1,000| | -| | 1,000| | 24.5%| | 49.0%|
|Limited |Machinery | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Tristar |Transport Services| 1,000| | -| | 1,000| | 10.0%| | 35.0%|
|Worldwide | | | | | | | | | | |
|Limited | | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Audio Visual |Technology & | 711| | 217| | 928| | 10.8%| | 43.1%|
|Machines Limited|Telecommunications| | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|T4 Holdings |Media & Marketing | 1,000| | (347)| | 653| | 11.1%| | 41.7%|
|Limited |Services | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Lilestone |General Retail | 375| | -| | 375| | 2.7%| | 23.4%|
|Holdings Limited| | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Perfect Pizza |Leisure & Hotels | 372| | -| | 372| | 4.9%| | 34.3%|
|Limited | | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|The Capital Pub |Leisure & Hotels | 200| | (45)| | 155| | 1.2%| | 8.2%|
|Company 2 plc | | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Blanc Brasseries|Leisure & Hotels | 55| | (28)| | 27| | 0.7%| | 3.3%|
|Holdings plc | | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|The Grill Group |Leisure & Hotels | 2,175| | (2,175)| | -| | 15.9%| | 51.6%|
|Limited | | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Adrenalin Design|General Retail | 947| | (947)| | -| | 11.0%| | 42.9%|
|Limited | | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Red-M Group |Technology & | 241| | (241)| | -| | 3.6%| | 9.3%|
|Limited |Telecommunications| | | | | | | | | |
|-----------------------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Total unquoted qualifying | 16,929| | (3,382)| | 13,547| | | | |
|investments | | | | | | | | | |
|-----------------------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
| | | | | | | Carrying| | | | |
| | | | | | | value at| | | | |
|AIM-quoted | |Investment| | Unrealised| |31 August| | % equity| | % equity held by all|
|Qualifying | | at cost| |profit/(loss)| | 2008| | held by| | funds managed by|
|Investments | Sector| (�'000)| | (�'000)| | (�'000)| |Eclipse 3| | Octopus|
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Hexagon Human |Support Services | 677| | (155)| | 522| | 2.6%| | 16.3%|
|Capital plc | | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|CBG Group plc |General Financial | 381| | 51| | 432| | 1.9%| | 13.9%|
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Plastics Capital|Engineering & | 500| | (160)| | 340| | 1.9%| | 17.9%|
|plc |Machinery | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Hasgrove plc |Media & Marketing | 400| | (77)| | 323| | 1.6%| | 7.7%|
| |Services | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Pressure |Engineering & | 165| | 138| | 303| | 1.0%| | 10.9%|
|Technologies plc|Machinery | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Healthcare |Support Services | 100| | 118| | 218| | 0.2%| | 2.6%|
|Locums plc | | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Brulines |Support Services | 148| | 44| | 192| | 0.5%| | 5.5%|
|(Holdings) plc | | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Northern Bear |Construction & | 299| | (151)| | 148| | 1.1%| | 7.6%|
|plc |Materials | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Concateno plc |Support Services | 85| | 63| | 148| | 0.1%| | 0.9%|
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Cohort plc |Engineering & | 68| | 45| | 113| | 0.1%| | 2.4%|
| |Machinery | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Vertu Motors plc|General Retail | 250| | (142)| | 108| | 0.4%| | 7.7%|
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Cantono plc |Technology & | 420| | (353)| | 67| | 1.4%| | 9.8%|
| |Telecommunications| | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Optimisa plc |Media & Marketing | 195| | (146)| | 49| | 1.0%| | 14.1%|
| |Services | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Tanfield Group |Engineering & | 130| | (82)| | 48| | 0.2%| | 3.0%|
|plc |Machinery | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Invocas plc |General Financial | 40| | (11)| | 29| | 0.1%| | 1.2%|
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Myhome |Support Services | 350| | (327)| | 23| | 0.8%| | 6.2%|
|International | | | | | | | | | | |
|plc | | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Autoclenz plc |Support Services | 125| | (102)| | 23| | 1.0%| | 12.7%|
|-----------------------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Total AIM-quoted qualifying | 4,333| | (1,247)| | 3,086| | | | |
|investments | | | | | | | | | |
|-----------------------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Non-qualifying AIM-quoted | 20| | (11)| | 9| | | | |
|investments | | | | | | | | | |
|-----------------------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Non-qualifying unquoted investments| 2| | -| | 2| | | | |
|-----------------------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Total non-qualifying investments | 22| | (11)| | 11| | | | |
|-----------------------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Fixed income | | 6,263| | (41)| | 6,222| | | | |
|securities | | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Total | | 27,547| | (4,681)| | 22,866| | | | |
|investments | | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Net current | | -| | -| | 136| | | | |
|assets | | | | | | | | | | |
|----------------+------------------+----------+-+-------------+-+---------+-+---------+-+-----------------------|
|Total net assets| | | | | | 23,002| | | | |
+----------------------------------------------------------------------------------------------------------------+
Please refer to notes 10 & 11 in the Notes to the Financial
Statements to provide clarity on the unrealised gain carried forward
Review of Investments
At 31 August 2008, the Eclipse 3 qualifying portfolio comprised
investments in 17 unquoted and 17 AIM-quoted companies. The unquoted
investments are in ordinary shares with full voting rights as well as
loan notes and other securities. The AIM-quoted investments are in
ordinary shares, also with full voting rights.
Quoted and unquoted investments are valued in accordance with the
accounting policy set out on page 42, which takes account of current
industry guidelines for the valuation of venture capital portfolios.
Provision against cost is made where an unlisted investment is
under-performing significantly, and unlisted investments are not
normally revalued upwards within 12 months of acquisition.
Disposals
During the period, three investments were fully disposed of; Gyro
International Limited, NPI Media Group Limited and BBI Holdings plc.
Gyro was particularly successful, crystallising a profit of �619,000
for the Fund and returning a 67% IRR. We exited from BBI Holdings plc
following an agreed bid for the company at a 99.4% premium to the
original book cost.
As noted above the Fund suffered the full loss of its investment in
Adrenalin Design totaling �947,000, which was placed into
administration. Every effort was made to save this investment or
recover some value through a sale. However the funds required to
secure the company were too high to make this option viable and the
ability to sell the business at a reasonable value was limited by
current market conditions.
As previously disclosed in the interim accounts, NPI Media Limited
was disposed of at a loss to a new vehicle, The History Press
Limited, in December 2007. Eclipse 3 invested �1.6 million, as part
of a �6.1 million investment by Octopus funds, into the new vehicle,
set up to acquire NPI through a restructuring process. NPI had
performed poorly since the initial investment and had been
particularly impacted by its printing operations. Through the
restructuring process, initiated by Octopus, The History Press only
acquired the publishing assets from NPI and we believe that this will
make a more robust and exciting investment for the future. Through
the new investment, Eclipse 3 realised just under half its original
investment in NPI, the balance being written off.
A summary of these realisations is shown below:
+--------------------------------------------------------------------+
| | | Cost of| | |
| | Initial| investment|Proceeds of| Total|
| | investment| realised| investment|gain/(loss)|
|Realisations | date| (�'000)| (�'000)| (�'000)|
|---------------+------------+---------------+-----------+-----------|
|Gyro | | | | |
|International | | | | |
|Limited |October 2006| 704| 1,323| 619|
|---------------+------------+---------------+-----------+-----------|
|BBI Holdings | | | | |
|plc | May 2006| 64| 127| 63|
|---------------+------------+---------------+-----------+-----------|
|NPI Media Group| | | | |
|Limited |January 2007| 1,898| 912| (986)|
|---------------+------------+---------------+-----------+-----------|
| | | 2,666| 2,362| (304)|
+--------------------------------------------------------------------+
New Investments
During the last twelve months, a number of opportunities available in
both the unquoted and AIM-quoted markets led to Eclipse making ten
new investments and several follow on investments. Details of the
new investments are set-out below:
Unquoted investments
The Grill Group Limited
Investment date: September 2007
Cost: �2,175,000 (ordinary shares and loan
notes)
Valuation: �nil
The Grill Group had three restaurant brands: Smollensky's, with nine
Bar & Grill and Burgershack sites in London, and the Le Frog Bistros
and Pastiche with eight restaurants in the North West and Midlands.
In September 2007, Octopus committed �6 million to fund the
acquisition of the Smollensky's chain of restaurants by The Shire
Group which owned the Le Frog Bistros and Pastiche chains. The
investment strategy included the operational turnaround of
Smollensky's, followed by the roll-out of the Smollensky's and Le
Frog restaurant brands. Whilst considerable progress was made in the
period from investment, performance ran well behind plan as the
business felt the impact of the consumer downturn. A decision was
taken not to invest further funds and we have therefore taken a full
impairment to the value as the company has been placed in
administration.
The History Press Limited
Investment date: December 2007
Cost: �1,672,000 (ordinary shares and loan
notes)
Valuation: �1,672,000
The History Press was incorporated in order to buy the assets of NPI
Media Limited which had been placed into administration. It is the UK
market leading publisher of distinctive 'local interest' history
books. The company is based in Stroud with subsidiary operations in
France, Germany, and the US. Further information can be found at the
company's website www.thehistorypress.co.uk
Bruce Dunlop Associates Limited
Investment date: December 2007
Cost: �1,250,000 (ordinary shares and loan
notes)
Valuation: �1,250,000
Bruce Dunlop Associates provides promotion and design services to
broadcasters and advertisers worldwide and also creates brand films
and internal communications for leading UK corporations, including
Hallmark, Barclays, Discovery and Sony. The company operates from
offices in London, Munich, Dubai, Singapore and Sydney. Revenues
have grown against the prior year and the management team has been
strengthened by the appointment of a new Chairman, introduced by
Octopus. The company has recently made a small acquisition of Jago
Design Limited. Jago has a strong international reputation for set
design, particularly in news sets and there is the potential for
cross marketing BDA/Jago services to the respective broadcaster
client basis. Further information can be found at the company's
website www.brucedunlop.com
Tristar Worldwide Limited
Investment date: January 2008
Cost: �1,000,000 (ordinary shares and loan
notes)
Valuation: �1,000,000
Tristar is one of the world's leading chauffeur companies, carrying
over 400,000 passengers for 400 clients in 2007 alone. The business
operates in 44 countries with its own vehicles in the UK and a
rapidly expanding service in the US. It has a blue chip customer base
which includes Virgin, Emirates, BP, Goldman Sachs and Merrill
Lynch. In the year to May 2008, the business achieved EBITA before
deal costs of �2.2m, 36% up on prior year. Further information can be
found at the company's website www.tristarworldwide.com
Hydrobolt Limited
Investment date: April 2008
Cost: �1,408,000 (ordinary shares and loan
notes)
Valuation: �1,408,000
Eclipse 3 invested in the management buy-out of Hydrobolt Limited in
April 2008 as part of a �3.5 million investment across all the
Eclipse funds. Hydrobolt is a specialist manufacturer of high
integrity fasteners for the oil & gas and energy sectors. The
business has progressed well since investment, with year to date
sales over 20% ahead of prior year. Further information can be found
at the company's website www.hydrobolt.co.uk
Vulcan Services Limited
Investment date: August 2008
Cost: �1,000,000 (ordinary shares and loan
notes)
Valuation: �1,000,000
Eclipse 3 has invested in an acquisition vehicle it has formed with
an experienced manager to jointly seek strategic acquisitions in the
fast growing oil and gas services sector. This is a sector in which
Octopus has identified a number of highly profitable, fast growing,
niche manufacturing businesses, which benefits from above average oil
prices. The management partner in this venture has a track record of
identifying successful investments in the sector and currently sits
on the board of another Octopus investment called Hydrobolt Limited.
Octopus expects to complete the first acquisition in the next six to
twelve months.
Lilestone Holdings Limited
Investment date: August 2008
Cost: �375,000 (ordinary shares and loan
notes)
Valuation: �375,000
Eclipse 3 invested �375,000 in Lilestone Holdings (the owner of the
Myla brand of lingerie) in August 2008. The business remains in the
investment phase and has ambitious plans for international growth.
Myla has opened a new store in Canary Wharf and a further outlet in
the new Westfield shopping centre in West London. In addition the
company has plans to extend space in some of the existing concessions
and has launched a new internet offering in the US. Further
information can be found at the company's website www.myla.com
In addition to the new investments noted above, the Company has made
follow-on investments in another five of the unquoted portfolio
companies as follows:
* Sweet Cred Holdings Limited - In January 2008 Eclipse 3 invested
an additional �677,000 to fund continued working capital growth.
This amount was part of a further �2 million funding from Octopus
Funds agreed at the time of the original investment and triggered
by achievement of certain profit targets.
* Promotion Space Limited - In April 2008 Eclipse 3 invested
�951,000 as part of a �2.75 million round from Octopus managed
Funds, to finance the acquisition of BrandSpace Limited.
Together with the acquisition of Fitting Exposure in 2007,
Promotion Space has now become the UK's leading arranger of
promotional activities in UK shopping centres.
* NPI Media Group Limited - From August 2007 Eclipse 3 made a
series of further investments in NPI totalling �137,000, prior to
the sale of the business to The History Press in December 2007.
Further small follow on investments were also made during the year in
CSL Dualcom and Adrenalin Design, in both cases to support the
working capital needs of the company.
AIM-quoted investments
Optimisa plc
Investment date: October 2007
Cost: �195,000
Valuation: �49,000
Optimisa plc provides market research and consultancy services.
Recently Optimisa completed the earnings enhancing acquisition of EQ
Group, a business operating in a similar sector. Historically
Optimisa and EQ have competed for contracts and we expect the larger
and more diversified group to exploit a number of synergies and cross
selling opportunities. Further details of the company may be found at
www.optimisaplc.com
Plastics Capital plc
Investment date: October 2007
Cost: �500,000
Valuation: �340,000
Plastics Capital was set up to build a group of niche plastics
manufacturing companies, each with a strong market position and good
cash generating characteristics. The group currently comprises three
separate businesses with factories located in Knaresborough,
Leicester, Dartford and Poole with an aggregate turnover in excess of
�20 million. We expect Plastics Capital, which was valued at �19.2
million at the end of August 2008, to achieve a profit before tax of
�4.3 million for the year ending March 2009. Further details of the
company may be found at www.plasticscapital.com
Myhome International plc
Investment date: November 2007
Cost: �350,000
Valuation: �23,000
It is extremely disappointing to report that Myhome has commenced
insolvency proceedings since the year end with the appointment of
administrators. The group have experienced huge difficulties in the
light of the credit crisis. Most significantly the ability of
franchisees to finance the expansion of their operations was
materially curtailed by the restrictive credit terms imposed by their
banks. With the expansion of franchisee operations being key to the
Myhome business model, the group's bank has since demanded the
immediate repayment of their outstanding loan. We are disappointed at
the bank's stance but acknowledge that it is symptomatic of the
current nervousness within the banking sector and the sentiment
towards smaller companies.
Ten Largest Holdings
Listed below are the ten largest investments by value as at 31 August
2008:
Promotion Space Limited
Based in Wilmslow, Cheshire, Promotion Space organises promotions,
brand awareness campaigns, events and Retail Mobile Unit (RMU)
provision in shopping centres across the UK. These activities allow
shopping centres to commercialise their unused spaces and generate
incremental income. The company also works for brands looking for
high quality retail environments to promote their products through
face to face marketing or brand awareness events. It has a blue chip
customer base including Virgin Media, Sky, Barclaycard and npower.
Octopus Private Equity has supported two acquisitions since
investment into Promotion Space. The first was the acquisition of the
UK's leading provider of changing room media, Fitting Exposure, which
completed in November 2007. In April 2008, Promotion Space acquired
its main competitor BrandSpace for an undisclosed sum, creating a
clear market leader in the sector, with a strong national presence.
Further details of the company may be found at
www.promotion-space.com
Initial investment date: April 2007
Cost: �1,678,000
Valuation: �1,678,000
Valuation basis: Cost
Equity held: 12.3%
Last audited accounts: 31 March 2008
Profit before interest & tax: �0.3 million
Net assets: �4.5 million
Sweet Cred Holdings Limited
Sweet Cred sells a wide range of products which combine sweets with
toys that are themed around the five cartoon characters in the
SweetCred gang. The range is sold through distribution partners in
Europe, the US and the Middle East. In the UK, distribution is
through the main wholesalers and retail distribution through the
major multiple retailers, motorway service stations and leading
toyshop chains. In March 2007 Octopus committed �5 million to fund
working capital relating to the orders pipeline. �3 million was drawn
down at completion, and the balance of �2 million was invested on 31
January 2008 after the company had been able to demonstrate
significant progress against its business plan.
Current trading at Sweet Cred is strong, with increases in both new
customer accounts as well as further revenue from existing
customers. Sweet Cred products can be purchased in many of the UK's
major confectionary retailers including Woolworths, Asda, Sainsbury,
Morrisons, Martin McColls and Tesco. Further details of the company
may be found at www.sweetcred.com
Initial investment date: March 2007
Cost: �1,677,000
Valuation: �1,677,000
Valuation basis: Cost
Equity held: 7.7%
Last audited accounts: 31 December 2007
Profit before interest & tax: �0.08 million
Net assets: �0.3 million
The History Press Limited
The History Press was incorporated in order to buy the assets of NPI
Media Limited which had been placed in administration. It is the UK
market leading publisher of distinctive 'local interest' history
books. In December 2007 Eclipse invested �1.7 million, as part of a
�6.15 million investment by Octopus funds, into a new vehicle, The
History Press Limited, set up to acquire NPI through a restructuring
process. NPI had performed poorly since the initial investment and
had been particularly impacted by its printing operations. Through
the restructuring process, initiated by Octopus, The History Press
only acquired the publishing assets from NPI and we believe that this
will make a more robust and exciting investment for the future. We
have been pleased with the progress made by THP since its inception.
A considerable amount of time has been put into the investment by
Octopus, including strengthening the management team. The company
has been through a number of reorganisation exercises, including the
outsourcing of the warehouse and distribution facility. Despite
challenging market conditions, the company is now in a much stronger
position going forward. Further information can be found at the
company's website www.thehistorypress.co.uk
Initial investment date: December 2007
Cost: �1,672,000
Valuation: �1,672,000
Valuation basis: Cost
Equity held: 15.2%
Last audited accounts: N/A
Hydrobolt Limited
Eclipse 3 invested in the management buy-out of Hydrobolt Limited in
April 2008 as part of �3.5 million investment across all the Eclipse
funds. Hydrobolt is a specialist manufacturer of high integrity
fasteners for the oil & gas and energy sectors. The business has
progressed well since investment, with year to date sales over 20%
ahead of prior year. Further information can be found at the
company's website www.hydrobolt.co.uk
Investment date: April 2008
Cost: �1,408,000
Valuation: �1,408,000
Valuation basis: Cost
Equity held: 16.3%
Last audited accounts: 31 December 2007
Profit before interest & tax: �2.7 million
Net assets: �3.1 million
CSL DualCom Limited
CSL DualCom is the UK's leading supplier of dual path signalling
devices, which link burglar alarms to the police or a private
security firm. The devices communicate using a telephone line and a
Vodafone wireless link. Vodafone has been a partner of CSL DualCom
since 2000. The business has traded well in the last twelve months,
launching 2 new GPRS products and supplementing its senior sales team
with the result that monthly unit sales are at record levels and the
business is continuing to drive market share gains. Although the
reported PBIT has decreased in the year to March 2008 this is due to
a change in the depreciation policy. There has been a small uplift
in the carrying value of this investment in recognition of the
progress the business has made since the initial investment. Further
information can be found at the company's website www.csldual.com
Initial investment date: June 2006
Cost: �1,168,000
Valuation: �1,352,000
Valuation basis: Earnings
Equity held: 11.5%
Last audited accounts: 31 March 2008
Profit before interest & tax: �0.2 million
Net assets: �0.4 million
Bruce Dunlop Associates Limited
Bruce Dunlop Associates provides promotion and design services to
broadcasters and advertisers worldwide and also creates brand films
and internal communications for leading UK corporations, including
Hallmark, Barclays, Discovery and Sony. The company operates from
offices in London, Munich, Dubai, Singapore and Sydney. Revenues
have grown against prior year and the management team has been
strengthened by the appointment of a new Chairman, introduced by
Octopus. The company has recently made a small acquisition of Jago
Design Limited. Jago has a strong international reputation for set
design, particularly in news sets and there is the potential for
cross marketing BDA/Jago services to the respective broadcaster
client basis. Further information can be found at the company's
website www.brucedunlop.com
Investment date: December 2007
Cost: �1,250,000
Valuation: �1,250,000
Valuation basis: Cost
Equity held: 9.4%
Last audited accounts: 31 June 2007
Profit before interest & tax: �1.1 million
Net assets: �2.8 million
Vulcan Services Limited
Eclipse 3 has invested in an acquisition vehicle it has formed with
an experienced manager to jointly seek strategic acquisitions in the
fast growing oil and gas services sector. This is a sector in which
Octopus has identified a number of highly profitable, fast growing,
niche manufacturing businesses, which benefit from above average oil
prices. The management partner in this venture has a track record of
identifying successful investments in the sector and currently sits
on the board of another Octopus investment called Hydrobolt Limited.
Octopus expects to complete the first acquisition in the next six to
twelve months.
Investment date: August 2008
Cost: �1,000,000
Valuation: �1,000,000
Valuation basis: Cost
Equity held: 24.5%
Last audited accounts: n/a
Tristar Worldwide Limited
Tristar is one of the world's leading chauffeur companies, carrying
over 400,000 passengers for 400 clients in 2007 alone. The business
operates in 44 countries with its own vehicles in the UK and a
rapidly expanding service in the US. It has a blue chip customer base
which includes Virgin, Emirates, BP, Goldman Sachs and Merrill
Lynch. In the year to May 2008, the business achieved EBITA before
deal costs of �2.2m, 36% up on prior year. Further information can be
found at the company's website www.tristarworldwide.com
Investment date: January 2008
Cost: �1,000,000
Valuation: �1,000,000
Valuation basis: Cost
Equity held: 10.0%
Last audited accounts: 31 May 2008
Profit before interest & tax: �2.2 million
Net assets: �2.7 million
Audio Visual Machines Limited
Audio Visual Machines is a leading audio visual systems integrator
and service provider with a blue chip client base. It generates
revenue from the installation of the AV system and from providing
ongoing maintenance and support to its customers. We backed an MBO
team in a buy and build strategy. The company has made three
acquisitions since our investment, resulting in a proforma turnover
for the year to June 2008 of �43 million. The latest acquisition
results in a diversification into the Education and Public Sector
markets, which we believe will be resilient in the current climate.
Further information can be found at the company's website
www.avmachines.com
Initial investment date: September 2006
Cost: �711,000
Valuation: �928,000
Valuation basis: Earnings
Equity held: 10.8%
Last audited accounts: 30 June 2007
Profit before interest & tax: �1.0 million
Net assets: �0.6 million
T4 Holdings Limited
London-based T4 Media is an innovative media company selling
advertising space on ticket barriers in railway stations and car park
barriers throughout the UK and Ireland. Advertisements placed on
ticket machines and barriers enjoy a number of benefits. Most
crucially, the advertisements are unavoidable to the consumer as they
physically interact with the equipment achieving guaranteed impact.
Viewership is also completely accountable as it is independently
audited by the number of tickets inserted in the ticket readers.
Trading in the first year following investment was behind plan,
resulting in a valuation impairment. Recent trading and order levels
have been encouraging. Further information can be found at the
company's website www.t4media.com
Investment date: September 2007
Cost: �1,000,000 (ordinary
shares and loan notes)
Valuation: �653,000
Valuation basis: Earnings
Equity held: 11.4%
Last audited accounts: 30 June 2007
Profit before interest & tax: �1.0 million
Net assets: �0.6 million
If you have any questions on any aspect of your investment, please
call one of the team on 020 7710 2800.
Simon Rogerson
Chief Executive
Directors' Responsibility Statement
The Directors are responsible for preparing the annual report and the
financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial statements
for each financial year. Under that law the Directors have elected
to prepare financial statements in accordance with United Kingdom
Accounting Standards (United Kingdom Generally Accepted Accounting
Practice).
The financial statements are required by law to give a true and fair
view of the state of affairs of the Company and of the profit or loss
of the Company for that period. In preparing these financial
statements, the Directors are required to:
* select suitable accounting policies and then
apply them consistently;
* make judgements and estimates that are
reasonable and prudent;
* state whether applicable UK accounting
standards have been followed, subject to any material
departures disclosed and explained in the financial statements; and
* prepare financial statements on the going
concern basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors confirm that to the best of their knowledge the
financial statements for the year ended 31 August 2008 comply with
the requirements set out above and that suitable accounting policies,
consistently applied and supported by reasonable and prudent
judgement, have been used in their preparation. They also confirm
that the annual report includes a fair review of the development and
performance of the business together with a description of the
principal risks and uncertainties faced by the Company.
The Directors are responsible for keeping proper accounting records
that disclose with reasonable accuracy at any time the financial
position of the Company and enable them to ensure that the financial
statements comply with the Companies Act 1985. They are also
responsible for safeguarding the assets of the Company and hence for
taking reasonable steps for the prevention and detection of fraud and
other irregularities.
Under applicable law and regulations, the Directors are responsible
for preparing a Directors' Report (including Business Review),
Directors' Remuneration Report and Corporate Governance Statement
which comply with that law and those regulations.
In so far as the Directors are aware:
* there is no relevant audit information of
which the Company's auditor is unaware; and
* the Directors have taken all steps that they
ought to have taken to make themselves aware of any relevant audit
information and to establish that the auditor is aware of that
information.
The Company's financial statements are published on the Octopus
Investments website. The investment manager is responsible for the
maintenance and integrity of the corporate and financial information
set out on their website, and not this is not the responsibility of
the Company. The work carried out by Grant Thornton UK LLP as
independent auditor of the Company does not involve consideration of
the maintenance and integrity of the website and accordingly they
accept no responsibility for any changes that have occurred to the
financial statements since they were initially presented on the
website.
Legislation in the United Kingdom governing the preparation and
dissemination of the financial statements may differ from legislation
in other jurisdictions.
To the best of my knowledge:
* the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company; and
* the management report includes a fair review of the development
and performance of the business and the provision of the Company,
together with a description of the principal risks and
uncertainties that it faces.
On Behalf of the Board
Greg Melgaard
Chairman
12 November 2008
Profit and Loss Account
Year to 31 August 2008
Revenue Capital Total
Notes �'000 �'000 �'000
Gain on disposal of fixed asset
investments 10 - 222 222
Gain on disposal of current asset
investments 11 - 134 134
Loss on valuation of fixed asset
investments 10 - (5,949) (5,949)
Loss on valuation of current asset
investments 11 - (46) (46)
Other income 2 603 - 603
Investment management fees 3 (176) (529) (705)
Other expenses 4 (317) - (317)
Profit/(loss) on ordinary activities
before tax 110 (6,168) (6,058)
Taxation on profit/(loss) on ordinary
activities 6 - - -
Profit/(loss) on ordinary activities
after tax 110 (6,168) (6,058)
Earnings/(loss) per share - basic and
diluted 8 0.4p (20.9)p (20.5)p
* the 'Total' column of this statement is the profit and loss
account of the Company; the supplementary revenue return and
capital return columns have been prepared under guidance
published by the Association of Investment Companies.
* all revenue and capital items in the above statement derive from
continuing operations
* the accompanying notes are an integral part of the financial
statements
* the Company has only one class of business and derives its income
from investments made in shares and securities and from bank and
money market funds
The Company has no recognised gains or losses other than the results
for the year as set out above.
Profit and Loss Account
Year to 31 August 2007
Revenue Capital Total
Notes �'000 �'000 �'000
Gain on disposal of fixed asset
investments - 940 940
Loss on disposal of current asset
investments - (14) (14)
Gain on valuation of fixed asset
investments - 728 728
Gain on valuation of current asset
investments - 95 95
Other income 2 950 - 950
Investment management fees 3 (166) (499) (665)
Other expenses 4 (192) - (192)
Profit on ordinary activities before tax 592 1,250 1,842
Taxation on profit on ordinary
activities 6 (33) - (33)
Profit on ordinary activities after tax 559 1,250 1,809
Earnings per share - basic and diluted 8 1.9p 4.2p 6.1p
* the 'Total' column of this statement is the profit and loss
account of the Company; the supplementary revenue return and
capital return columns have been prepared under guidance
published by the Association of Investment Companies
* all revenue and capital items in the above statement derive from
continuing operations
* the accompanying notes are an integral part of the financial
statements
* the Company has only one class of business and derives its income
from investments made in shares and securities and from bank and
money market funds
The Company has no recognised gains or losses other than the results
for the year as set out above.
Note of Historical Cost Profits and Losses
Year ended Year ended
31 August 2008 31 August 2007
�'000 �'000
(Loss)/profit on ordinary activities (6,058) 1,842
before taxation
Unrealised loss/(gain) on valuation 5,995 (823)
of investments
Realisation of prior years' net (518) 138
unrealised gains on investment
Historical cost (loss)/profit on (581) 1,157
ordinary activities before taxation
Historical cost (loss)/profit on (581) 1,124
ordinary activities after taxation
Reconciliation of Movements in Shareholders' Funds
Year ended Year ended
31 August 2008 31 August 2007
�'000 �'000
Shareholders' funds at start of year 29,825 28,247
(Loss)/profit on ordinary activities (6,058)
after tax 1,809
Cancellation of own shares (28) (25)
Dividends paid (737) (206)
Balance as at end of year 23,002 29,825
Balance Sheet
As at 31 August As at 31 August
2008 2007
Notes �'000 �'000 �'000 �'000
Fixed asset investments 10 16,646 12,535
Current assets:
Investments 11 6,222 17,080
Debtors 12 206 241
Cash at bank 55 46
6,483 17,367
Creditors: amounts falling due
within one year 13 (127) (77)
Net current assets 6,356 17,290
Net assets 23,002 29,825
Called up equity share capital 14 2,947 2,950
Special distributable reserve 15 25,061 25,089
Capital redemption reserve 15 6 3
Capital reserve - realised 15 (577) 334
-
unrealised 15 (4,595) 882
Revenue reserve 15 160 567
Total equity shareholders'
funds 23,002 29,825
Net asset value per share 9 78.0p 101.1p
The accompanying notes are an integral part of the financial
statements.
The statements were approved by the Directors and authorised for
issue on 12 November 2008 and are signed on their behalf by:
Greg Melgaard
Chairman
Cash Flow Statement
Year to 31 August Year to 31 August
2008 2007
Notes �'000 �'000
Net cash outflow from
operating activities (334) (193)
Financial investment :
Purchase of fixed asset
investments 10 (12,221) (9,551)
Sale of fixed asset
investments 10 2,383 1,965
Management of liquid
resources :
Purchase of cash equivalent
investments 11 (10,351) (31,260)
Sale of cash equivalent
investments 11 21,298 39,306
Dividends paid 7 (738) (206)
Financing :
Repurchase of own shares 14 (28) (25)
Increase in cash resources 9 36
Reconciliation of Net Cash Flow to Movement in Liquid Resources
Year to 31 August Year to 31 August
2008 2007
Notes �'000 �'000
Increase in cash at bank 9 36
Movement in cash equivalent 11
securities (10,859) (7,965)
Opening net liquid
resources 17,127 25,056
Net liquid resources at 31
August 6,277 17,127
Liquid resources at 31 August comprised:
Year to 31 August Year to 31 August
2008 2007
�'000 �'000
Cash at Bank 55 46
Bonds 2,318 9,484
Money Market Funds 3,904 7,597
Net liquid resources at 31 August 6,277 17,127
Reconciliation of Profit before Taxation to Cash Flow from Operating
Activities
Year to 31 Year to 31
August 2008 August 2007
Notes �'000 �'000
(Loss)/profit on ordinary activities
before tax (6,058) 1,842
Loss/(gains) on valuation of fixed 10
asset investments 5,949 (728)
(Gain)/loss on valuation of current 11
asset investments 46 (95)
Realised gains on fixed asset 10
investments (222) (940)
Realised (gains)/loss on current 11
asset investments (134) 14
Decrease/(increase) in debtors 35 (225)
Increase/(decrease) in creditors 50 (61)
Outflow from operating activities (334) (193)
Notes to the Financial Statements
1. Principal Accounting policies
The financial statements have been prepared under the historical cost
convention, except for the revaluation of certain financial
instruments, and in accordance with UK Generally Accepted Accounting
Practice (UK GAAP). Where presentational guidance set out in the
Statement of Recommended Practice (SORP) "Financial Statements of
Investment Trust Companies", revised December 2005, is consistent
with the requirements of UK GAAP, the directors have sought to
prepare the financial statements on a consistent basis compliant with
the recommendations of the SORP.
The principal accounting policies have remained unchanged from those
set out in the Company's 2007 annual report and financial
statements. A summary of the principal accounting policies is set
out below.
The accounts have been drawn up to include a statutory profit and
loss account and a note of historical cost profits and losses in
accordance with Schedule 4 of the Companies Act 1985 and Financial
Reporting Standard 3 (Reporting Financial Performance). Investment
company status was revoked on 30 July 2007.
Investments
Purchases and sales of investments are recognised in the financial
statements at the date of the transaction (trade date).
These investments will be managed and their performance evaluated on
a fair value basis in accordance with a documented investment
strategy and information about them has to be provided internally on
that basis to the Board. Accordingly as permitted by FRS 26, the
investments will be designated as fair value through profit and loss
("FVTPL") on the basis that they qualify as a group of assets
managed, and whose performance is evaluated, on a fair value basis in
accordance with a documented investment strategy. The Company's
investments are measured at subsequent reporting dates at fair
value.
Investments in AIM-quoted companies will be stated at bid price at
the balance sheet date.
In the case of unquoted investments, fair value is established in
accordance with industry guidelines by using measurements of value
such as price of recent transaction, earnings multiple and net
assets; where no reliable fair value can be estimated using such
techniques, unquoted investments are carried at cost subject to
provision for impairment where necessary. In the case of investments
quoted on a recognised stock exchange, fair value is established by
reference to the closing bid price on the relevant date or the last
traded price, depending upon convention of the exchange on which the
investment is quoted.
Gains and losses arising from changes in fair value of investments
are recognised as part of the capital return within the profit and
loss account and allocated to the revaluation reserve.
Current asset investments
Current asset investments comprise money market funds and are
designated as FVTPL. Gains and losses arising from changes in fair
value of investments are recognised as part of the capital return
within the profit and loss account and allocated to the revaluation
reserve as appropriate.
The current asset investments are all invested with the Company's
cash manager and are readily convertible into cash at the choice of
the Company. The current asset investments are held for trading, are
actively managed and the performance is evaluated on a fair value
basis in accordance with a documented investment strategy.
Information about them has to be provided internally on that basis to
the Board.
Income
Investment income includes interest earned on bank balances and money
market securities and includes income tax withheld at source.
Dividend income is shown net of any related tax credit.
Dividends receivable are brought into account when the Company's
right to receive payment is established and there is no reasonable
doubt that payment will be received. Fixed returns on debt and money
market securities are recognised on a time apportionment basis so as
to reflect the effective yield, provided there is no reasonable doubt
that payment will be received in due course.
Expenses
All expenses are accounted for on an accruals basis. Expenses are
charged wholly to revenue with the exception of the investment
management fee, which has been charged 25% to the revenue account and
75% to the realised capital reserve to reflect, in the Directors'
opinion, the expected long term split of returns in the form of
income and capital gains respectively from the investment portfolio.
Revenue and capital
The revenue column of the profit and loss account includes all income
and revenue expenses of the Company. The capital column includes
realised and unrealised gains and losses on investments. Gains and
losses arising from changes in fair value are considered to be
realised only to the extent that they are readily convertible to cash
in full at the balance sheet date.
Taxation
Corporation tax payable is applied to profits chargeable to
corporation tax, if any, at the current rate. The tax effect of
different items of income/gain and expenditure/loss is allocated
between capital and revenue return on the "marginal" basis as
recommended in the SORP.
Deferred tax is recognised on an undiscounted basis in respect of all
timing differences that have originated but not reversed at the
balance sheet date where transactions or events have occurred at that
date that will result in an obligation to pay more, or a right to pay
less tax, with the exception that deferred tax assets are recognised
only to the extent that the directors consider that it is more likely
than not that there will be suitable taxable profits from which the
future reversal of the underlying timing can be deducted.
Cash and liquid resources
Cash, for the purposes of the cash flow statement, comprises cash in
hand and deposits repayable on demand, less overdrafts payable on
demand. Liquid resources are current asset investments which are
disposable without curtailing or disrupting the business and are
either readily convertible into known amounts of cash at or close to
their carrying values or traded in an active market. Liquid
resources comprise term deposits of less than one year (other than
cash), government securities, investment grade bonds and investments
in money market managed funds.
Financial instruments
The Company's principal financial assets are its investments and the
policies in relation to those assets are set out above. Financial
liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into. An equity
instrument is any contract that evidences a residual interest in the
assets of the entity after deducting all of its financial
liabilities. Where the contractual terms of share capital do not have
any terms meeting the definition of a financial liability then this
is classed as an equity instrument. Dividends and distributions
relating to equity instruments are debited direct to equity.
Dividends
Dividends payable are recognised as distributions in the financial
statements when the Company's liability to make payment has been
established. This liability is established when the dividends
proposed by the Board are approved by the shareholders.
2. Income
31 August 2008 31 August 2007
�'000 �'000
Income on money market securities and 396 633
bank balances
Dividends received (Fixed asset 29 210
investments)
Loan note interest 178 107
603 950
3. Investment management fees
31 August 2008 31 August 2007
Revenue Capital Total Revenue Capital Total
�'000 �'000 �'000 �'000 �'000 �'000
Investment management fee 150 450 600 141 425 566
Irrecoverable VAT thereon 26 79 105 25 74 99
176 529 705 166 499 665
For the purposes of the revenue and capital columns in the income
statement, the management fee (including VAT) has been allocated 25
per cent to revenue and 75 per cent to capital, in line with the
Board's expected long term return in the form of income and capital
gains respectively from the Company's investment portfolio.
Octopus provides investment management and accounting and
administration services to the Company under a management agreement
which runs for a period of five years with effect from 4 October 2005
and may be terminated at any time thereafter by not less than twelve
months' notice given by either party. No compensation is payable in
the event of terminating the agreement by either party, if the
required notice period is given. The fee payable, should
insufficient notice be given, will be equal to the fee that would
have been paid should continuous service be provided, or the required
notice period was given. The basis upon which the management fee is
calculated is disclosed within note 19 to the financial statements.
The Chancellor of the Exchequer announced in his budget statement on
12 March 2008 that the Finance Act 2008 would contain draft
legislation exempting VCTs from VAT on management fees with effect
from 1 October 2008.
4. Other expenses
31 August 2008 31 August 2007
�'000 �'000
Accounting and administration services 107 102
Directors' remuneration 26 24
Fees payable to the Company's auditor
for the audit of the financial
statements 12 9
Fees payable to the Company's auditor
for other services - tax compliance 3 2
Legal and professional expenses 53 42
Other expenses 116 13
317 192
Total annual running costs are capped at 3.5% of net assets. For the
year to 31 August 2008 the running costs were 2.7% of net assets
(2007: 2.5%)
5. Directors' remuneration
31 August 2008 31 August 2007
�'000 �'000
Directors' emoluments
Mr R G Melgaard (Chairman) 12 12
Mr M Cooper 7 6
The Hon A Hambro 7 6
26 24
None of the Directors received any other remuneration or benefit from
the Company during the year. The Company has no employees other than
non-executive Directors. The average number of non-executive
Directors in the year was three (2007: three).
6. Tax on ordinary activities
The corporation tax charge for the year was �nil (2007: �33,000).
Factors affecting the tax charge for the current year:
The current tax charge for the year differs from the standard rate of
corporation tax in the UK of 29% (2007: 30%). The differences are
explained
below.
Current tax reconciliation: 31 August 2008 31 August 2007
�'000 �'000
(Loss)/profit on ordinary activities (6,058) 1,842
before tax
Current tax at 29.16% (2007: 30%) (1,766) 553
Income not liable to tax - (520)
Expenses not deductible for tax 1,632 -
purposes
Unrelieved tax losses 134 -
Total current tax charge - 33
Excess management charges of �461,000 (2007: �nil) have been carried
forward at 31 August 2008 and are available for offset against future
taxable income subject to agreement with HMRC.
Approved venture capital trusts are exempt from tax on capital gains
within the Company. Since the directors intend that the Company will
continue to conduct its affairs so as to maintain its approval as a
venture capital trust, no current deferred tax has been provided in
respect of any capital gains or losses arising on the revaluation or
disposal of investments.
7. Dividends
31 August 2008 31 August 2007
�'000 �'000
Recognised as distributions in the
financial statements for the year
Previous year's final dividend 443 206
Current year's interim dividend - 1.0p
per share (2007: 0p per share) 294 -
737 206
Paid and proposed in respect of the
year
Interim dividend paid - 1.0p per share
(2007: 0p per share) 295 -
Proposed final dividend 1.5p per share
(2007: 1.5p per share) 442 443
737 443
The final dividend of 1.5p per share for the year ended 31 August
2008, subject to shareholder approval at the annual general meeting,
will be paid on 5 January 2009 to those shareholders on the register
on 5 December 2008.
8. (Loss)/earnings per share
The (loss)/earnings per share is based on (loss)/profit after tax of
�(6,058,000) (2007: �1,809,000) and on 29,482,415 (2007: 29,525,413)
shares, being the weighted average number of shares in issue during
the year.
There are no potentially dilutive capital instruments in issue and,
therefore, no diluted return per share figures are relevant. The
basic and diluted earnings per share are therefore identical.
9. Net asset value per share
The calculation of net asset value per share as at 31 August 2008 is
based on net assets of �23,002,000 (2007: �29,825,000) divided by
29,479,384 (2007: 29,502,399) ordinary shares in issue at that date.
10. Fixed asset investments
Unquoted AIM-quoted Total
investments investments investments
31 August 2008 31 August 2008 31 August 2008
�'000 �'000 �'000
Valuation and net book
amount:
Book cost as at 1
September 2007 8,384 3,364 11,748
Cumulative revaluation (739) 1,526 787
Valuation at 1 September
2007 7,645 4,890 12,535
Movement in the year:
Purchases at cost 11,170 1,051 12,221
Disposal proceeds (2,256) (127) (2,383)
Profit on realisation of
investments - current
year 194 28 222
Revaluation in year (3,203) (2,746) (5,949)
Valuation at 31 August
2008 13,550 3,096 16,646
Book cost at 31 August
2008:
- Ordinary shares 2,068 4,352 6,420
- Loan notes/other
securities 14,863 - 14,863
Revaluation to 31 August
2008:
- Ordinary shares (527) (1,256) (1,783)
- Loan notes/other
securities (2,854) - (2,854)
Valuation at 31 August
2008 13,550 3,096 16,646
Further details of the fixed asset investments held by the Company
are shown within the Investment Manager's Review on pages 6 to 14.
All investments are designated as fair value through profit or loss
at the time of acquisition, and all capital gains or losses on
investments so designated. Given the nature of the Company's venture
capital investments, the changes in fair value of such investments
recognised in these financial statements are not considered to be
readily convertible to cash in full at the balance sheet date and
accordingly these gains are treated as unrealised.
At 31 August 2008 and 31 August 2007 there were no commitments in
respect of investments approved by the manager but not yet completed.
11. Current asset investments
Current asset investments at 31 August 2008 and at 31 August 2007
comprised bonds and money market funds.
�'000 �'000
Money market securities at cost at 1 September
2007:
Bonds 9,550
Money Market Funds 7,435
16,985
Revaluation as at 1 September 2007:
Bonds (67)
Money Market Funds 162
95
Valuation as at 1 September 2007 17,080
Movement in the year:
Purchases at Cost: Bonds -
Money Market Funds 10,352
10,352
Disposal proceeds:
Bonds (7,320)
Money Market Funds (13,978)
(21,298)
Profit/(loss) in year on realisation of
investments:
Bonds 138
Money Market Funds (4)
134
Revaluation in year:
Bonds 16
Money Market Funds (62) (46)
Valuation as at 31 August 2008 6,222
Cost at 31 August 2008:
Bonds 2,318
Money Market Funds 3,862
6,180
Revaluation to 31 August 2008:
Bonds -
Money Market Funds 42
42
Valuation as at 31 August 2008 6,222
12. Debtors
31 August 2008 31 August 2007
�'000 �'000
Trade debtors - 9
Prepayments and accrued income 206 232
206 241
13. Creditors: amounts falling due within one year
31 August 2008 31 August 2007
�'000 �'000
Accruals 59 72
Other creditors 68 5
127 77
14. Share capital
31 August 2008 31 August 2007
�'000 �'000
Authorised:
50,000,000 ordinary shares of 10p 5,000 5,000
Allotted and fully paid up:
29,479,384 ordinary shares of 10p 2,947 2,950
(2007: 29,502,399)
The capital of the Company is managed in accordance with its
investment policy with a view to the achievement of its investment
objective as set on page 20. The Company is not subject to any
externally imposed capital requirements.
The Company did not issue any shares in the year (2007: nil).
The Company repurchased the following shares for cancellation:
* 14 January 2008: 20,327 shares at a price of 81.8p per share.
* 5 February 2008: 12,688 shares at a price of 88.0p per share.
The total nominal value of the shares repurchased was �3,302
representing 0.1% of the issued share capital.
15. Reserves
Special Capital Capital Capital
distributable redemption reserve reserve Revenue
reserve reserve realised unrealised reserve
�'000 �'000 �'000 �'000 �'000
As at 31 August
2007 25,089 3 334 882 567
Repurchase of
own shares (28) 3 - - -
Loss on ordinary
activities after
tax - - - - (6,058)
Capitalisation
of management
fees - - (528) - 528
Prior period
gains/losses on
disposal - - (518) 518 -
Current period
gains/losses on
disposal - - 356 - (356)
Gains/losses on
revaluation - - - (5,995) 5,995
Dividends paid - - (221) - (516)
Balance as at 31
August 2008 25,061 6 (577) (4,595) 160
When the Company revalues its investments during the period, any
gains or losses arising are credited/charged to the profit and loss
account. Unrealised gains/losses are then transferred to the Capital
reserve - unrealised. When an investment is sold any balance held on
the revaluation reserve is transferred to the profit and loss account
as a movement in reserves. The purpose of the special distributable
reserve was to create a reserve which will be capable of being used
by the Company to pay dividends and for the purpose of making
repurchases of its own shares in the market with a view to narrowing
the discount at which the Company's Ordinary Shares trade to net
asset value.
16. Financial instruments and risk management
The Company's financial instruments comprise equity and fixed
interest investments, cash balances and liquid resources including
debtors and creditors. The Company holds financial assets in
accordance with its investment policy of investing mainly in a
portfolio of VCT qualifying unquoted and AIM-quoted securities whilst
holding a proportion of its assets in cash or near-cash investments
in order to provide a reserve of liquidity.
Fixed asset investments (see note 10) are valued at fair value. For
quoted investments this is either bid price or the latest traded
price, depending on the convention of the exchange on which the
investment is quoted. Unquoted investments are carried at fair value
as determined by the directors in accordance with current venture
capital industry guidelines. The fair value of all other financial
assets and liabilities is represented by their carrying value in the
balance sheet. The Directors believe that the fair value of the
assets are held at the year end is equal to their book value.
In carrying on its investment activities, the Company is exposed to
various types of risk associated with the financial instruments and
markets in which it invests. The most significant types of financial
risk facing the Company are price risk, interest rate risk, credit
risk and liquidity risk. The Company's approach to managing these
risks is set out below together with a description of the nature and
amount of the financial instruments held at the balance sheet date.
Market risk
The Company's strategy for managing investment risk is determined
with regard to the Company's investment objective, as outlined on
page 20. The management of market risk is part of the investment
management process and is a central feature of venture capital
investment. The Company's portfolio is managed in accordance with the
policies and procedures described in the Corporate Governance
statement on pages 29 to 32, having regard to the possible effects of
adverse price movements, with the objective of maximising overall
returns to shareholders. Investments in unquoted companies, by their
nature, usually involve a higher degree of risk than investments in
companies quoted on a recognised stock exchange, though the risk can
be mitigated to a certain extent by diversifying the portfolio across
business sectors and asset classes. The overall disposition of the
Company's assets is regularly monitored by the Board.
Details of the Company's investment portfolio at the balance sheet
date are set out on page 6 and 7. An analysis of investments between
debt and equity instruments is given in note 10.
13.5% (31 August 2007: 16.4%) by value of the Company's net assets
comprises equity securities listed on the London Stock Exchange or
quoted on AIM. A 5% increase in the bid price of these securities as
at 31 August 2008 would have increased net assets and the total
return for the year by �155,000 (31 August 2007: �245,000); a
corresponding fall would have reduced net assets and the total return
for the year by the same amount.
58.9% (31 August 2007: 25.6%) by value of the Company's net assets
comprises investments in unquoted companies held at fair value. The
valuation methods used by the Company include the application of a
price/earnings ratio derived from listed companies with similar
characteristics, and consequently the value of the unquoted element
of the portfolio can be indirectly affected by price movements on the
London Stock Exchange. A 5% overall increase in the valuation of the
unquoted investments at 31 August 2008 would have increased net
assets and the total return for the year by �677,500 (31 August 2007:
�382,000); an equivalent change in the opposite direction would have
reduced net assets and the total return for the year by the same
amount.
Interest rate risk
Some of the Company's financial assets are interest-bearing, of which
some are at fixed rates and some variable. As a result, the Company
is exposed to fair value interest rate risk due to fluctuations in
the prevailing levels of market interest rates.
Fixed rate
The table below summarises weighted average effective interest rates
for the fixed interest-bearing financial instruments:
As at 31 August 2008 As at 31 August 2007
Total Weighted Total Weighted
fixed average fixed average
rate time for rate time for
portfolio Weighted which portfolio Weighted which
by average rate is by average rate is
value interest fixed in value interest fixed in
�'000 rate % years �'000 rate % years
Listed 5.1 0.7
fixed-interest
investments 1,169 4.8 0.6 8,335
Fixed-rate
investments in
unquoted
companies 12,000 7.6 3.6 5,352 8.2 3.4
13,169 13,687
Due to the relatively short period to maturity of the fixed rate
investments held within the portfolio, it is considered than an
increase or decrease of 25 basis points in interest rates as at the
reporting date would not have had a significant effect on the
Company's net assets or total return for the year.
Floating rate
The Company's floating rate investments comprise cash held on
interest-bearing deposit accounts and, where appropriate, within
interest bearing money market securities. The benchmark rate which
determines the rate of interest receivable on such investments is the
bank base rate, which was 5.0% at 31 August 2008 (31 August 2007:
5.75%). The amounts held in floating rate investments at the balance
sheet date were as follows:
31 August 2008 31 August 2007
�000 �000
Floating rate notes 1,149 1,149
Cash on deposit & money market funds 3,958 7,643
5,107 8,792
A 1% increase in the base rate would increase income receivable from
these investments and the total return for the year by �51,000 (31
August 2007: �88,000)
Credit risk
Credit risk is the risk that a counterparty to a financial instrument
will fail to discharge an obligation or commitment that it has
entered into with the Company. The investment manager and the Board
carry out a regular review of counterparty risk. The carrying values
of financial assets represent the maximum credit risk exposure at the
balance sheet date.
At 31 August 2008 the Company's financial assets exposed to credit
risk comprised the following:
31 August 2008 31 August 2007
�000 �000
Investments in fixed interest
instruments 13,169 13,687
Investments in floating rate
instruments 1,149 1,149
Cash on deposit & money market funds 3,958 7,643
Accrued dividends and interest
receivable 34 228
18,310 22,707
Credit risk relating to listed money market securities is mitigated
by investing in a portfolio of investment instruments of high credit
quality, comprising securities issued by the UK Government and major
UK companies and institutions. Credit risk relating to loans to and
preference shares in unquoted companies is considered to be part of
market risk.
Those assets of the Company which are traded on recognised stock
exchanges are held on the Company's behalf by third party custodians
(Goldman Sachs International in the case of listed money market
securities and Charles Stanley Limited in the case of quoted equity
securities). Bankruptcy or insolvency of a custodian could cause the
Company's rights with respect to securities held by the custodian to
be delayed or limited.
Credit risk arising on the sale of investments is considered to be
small due to the short settlement and the contracted agreements in
place with the settlement lawyers.
The Company's interest-bearing deposit and current accounts are
maintained with Goldman Sachs International and HSBC PLC.
There were no significant concentrations of credit risk to
counterparties at 31 August 2008 or 31 August 2007. By cost, no
individual investment exceeded 10.9% of the Company's net assets at
31 August 2008 (31 August 2007: 8.8%).
Liquidity risk
The Company's financial assets include investments in unquoted equity
securities which are not traded on a recognised stock exchange and
which generally may be illiquid. They also include investments in
AIM-quoted companies, which by their nature, involve a higher degree
of risk than investments on the main market. As a result, the
Company may not be able to realise some of its investments in these
instruments quickly at an amount close to their fair value in order
to meet its liquidity requirements, or to respond to specific events
such as a deterioration in the creditworthiness of any particular
issuer.
The Company's listed money market securities are considered to be
readily realisable as they are of high credit quality as outlined
above.
The Company's liquidity risk is managed on a continuing basis by the
Investment Manager in accordance with policies and procedures laid
down by the Board. The Company's overall liquidity risks are
monitored on a quarterly basis by the Board.
The Company maintains sufficient investments in cash and readily
realisable securities to pay accounts payable and accrued expenses.
At 31 August 2008 these investments were valued at �6,277,000 (31
August 2007 �17,126,000).
17. Post balance sheet events
The following events occurred between the balance sheet date and the
signing of these financial statements:
* Myhome International plc was placed into administration on 3
September 2008 and this effectively values our holding at �nil
(31 August 2008: �23,000).
* Since the year end, further declines in the AIM market have
impacted the net assets negatively by �710,000. Of significant
note are our investments in Hexagon Human Capital plc having
fallen by �192,000, CBG Group plc by �94,500 and Plastics Capital
plc by �90,000.
18. Contingencies, guarantees and financial commitments
As mentioned in the Chairman's Statement on pages 4 and 5, there may
be an opportunity to obtain a repayment of VAT paid on management
fees to Octopus. It is not yet clear to what degree this may be
possible. There were no further contingencies, guarantees or
financial commitments as at 31 August 2008 (2007: �nil).
19. Related party transactions
Matt Cooper, a non-executive Director of Eclipse VCT 3 plc, is a
Director of Octopus. Eclipse VCT 3 plc has employed Octopus
throughout the year as investment manager. Eclipse VCT 3 plc has
paid Octopus �705,000 (2007: �665,000) (including irrecoverable VAT
at 17.5%) in the year as a management fee and there is �nil
outstanding at the balance sheet date. The management fee is payable
quarterly in advance and is based on 2.0% of the net asset value
calculated at annual intervals as at 31 August. Octopus also
provides accounting and administrative services to the Company,
payable quarterly in advance for a fee of 0.3% of the net asset value
calculated at annual intervals as at 31 August. During the year
�107,000 (2007: �102,000) (including irrecoverable VAT at 17.5%) was
paid to Octopus and there is �nil outstanding at the balance sheet
date, for the accounting and administrative services.
In addition, Octopus is entitled to an annual performance related
incentive fee in the event that performance criteria in relation to
the increase in net assets, after adding back distributions, are
exceeded. Commencing no earlier than the close of the 2007/08
financial year and in the event that distributions per share have
reached 40p in aggregate, subsequently increased to 45p following
approval of the Coinvestment Agreement approved at the EGM in 2006,
and the performance value at that date exceeds 130p per share, then
Octopus will be entitled to an incentive fee equal to 20% of the
excess of such performance value over 100p per share. No performance
fee was payable at 31 August 2008, on the basis that the Directors do
not believe that the necessary criteria will be met in the
foreseeable future.
---END OF MESSAGE---
http://hugin.info/136920/R/1269188/280564.htm
This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.
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