TIDMAADD
Albion Development VCT PLC
As required by the UK Listing Authority's Disclosure and Transparency
Rule 4.2, Albion Development VCT PLC today makes public its information
relating to the Half-yearly Financial Report (which is unaudited) for
the six months to 30 June 2014. This announcement was approved by the
Board of Directors on 19 August 2014.
The full Half-yearly Financial Report, (which is unaudited) for the
period to 30 June 2014 will shortly be sent to shareholders. Copies of
the full Half-yearly Financial Report will be shown via the Albion
Ventures LLP website at www.albion-ventures.co.uk/ourfunds/AADV.htm
under the 'Investor Centre' in the 'Financial Reports and Circulars'
section.
Investment objectives
Albion Development VCT PLC (the "Company") is a venture capital trust
which raised a total of GBP33.3 million through the issue of shares
between 1999 and 2004. The C shares merged with the Ordinary shares in
2007.
A further GBP6.3 million was raised through an issue of new D shares in
2009/2010. The D shares will merge with the Ordinary shares in early
2015 on the basis of their respective audited net asset value per share
at 31 December 2014, in line with the original prospectus.
An additional GBP7.7 million has been raised for the Ordinary shares
through the Albion VCTs Top Up Offers since 2011. The funds raised will
be invested in accordance with the Company's existing investment policy.
The Company's investment policy is intended to provide investors with a
regular and predictable source of dividend income combined with the
prospects of long term capital growth. This is achieved by establishing
a diversified portfolio of holdings in smaller, unquoted companies
whilst at the same time selecting and structuring investments in such a
way as to balance the risks normally associated with investment in such
companies. It is intended that this will be achieved as follows:
-- Through investment in a small number of higher risk companies with
greater growth prospects in sectors such as software and computer
services, and medical technology.
-- This is balanced by investment in more stable, often asset-backed
investments that provide a strong income stream. These include
freehold-based businesses in the leisure sector, such as pubs and health
clubs, as well as stable and profitable businesses in other sectors
including business services and healthcare. Such investments will
constitute the majority of investments by cost.
-- In neither category do portfolio companies normally have any external
borrowings with a prior charge ranking ahead of the VCT.
-- Up to two-thirds of qualifying investments by cost comprise loan stock
secured with a first charge on the portfolio company's assets.
Financial calendar
Record date for second dividend for the year 5 September 2014
Payment date for second dividend for the year 30 September 2014
Financial year end 31 December 2014
Financial highlights
Ordinary shares D shares
Unaudited six months ended Unaudited six months ended Audited year ended Unaudited six months ended Unaudited six months ended Audited year ended
30 June 2014 30 June 2013 31 December 2013 30 June 2014 30 June 2013 31 December 2013
(pence per share) (pence per share) (pence per share) (pence per share) (pence per share) (pence per share)
Net asset
value 73.30 74.60 74.10 107.54 101.50 107.40
Dividends
paid 2.50 2.50 5.00 2.50 2.50 5.00
Revenue
return 0.51 0.60 1.10 1.27 1.90 3.00
Capital
return 1.18 2.50 4.00 1.38 4.10 11.40
Ordinary shares
(pence per share) C shares D shares (pence
(ii) (pence per share) (ii) per share) (ii)
Total shareholder net asset value return to 30 June
2014
Total dividends paid during the period ended:
31 December 1999(i) 1.00 - -
31 December 2000 2.90 - -
31 December 2001 3.95 - -
31 December 2002 4.20 - -
31 December 2003(iii) 4.50 0.75 -
31 December 2004 4.00 2.00 -
31 December 2005 5.20 5.90 -
31 December 2006 3.00 4.50 -
31 December 2007(iv) 5.00 5.36 -
31 December 2008 12.00 12.86 -
31 December 2009 4.00 4.29 -
31 December 2010 8.00 8.58 1.00
31 December 2011 5.00 5.36 2.50
31 December 2012 5.00 5.36 3.50
31 December 2013 5.00 5.36 5.00
30 June 2014 2.50 2.68 2.50
Total dividends paid to 30 June 2014 75.25 63.00 14.50
Net asset value as at 30 June 2014 73.30 78.54 107.54
Total shareholder net asset value return to 30 June
2014 148.55 141.54 122.04
The Directors have declared a second dividend of 2.50 pence per Ordinary
share and 2.50 pence per D share payable on 30 September 2014 to
shareholders on the register as at 5 September 2014.
Notes
(i) Assuming subscription for Ordinary shares by the First Closing on 26
January 1999.
(ii) Excludes tax benefits upon subscription.
(iii) Those subscribing for C shares after 30 June 2003 were not
entitled to the interim dividend.
(iv) The C shares were converted into Ordinary shares on 31 March 2007,
with a conversion ratio of 1.0715 Ordinary shares for each C share. The
net asset value per share and all dividends paid subsequent to the
conversion of the C shares to the Ordinary shares are multiplied by the
conversion factor of 1.0715 in respect of the C shares return, in order
to give an accurate picture of the shareholder value since launch
relating to the C shares.
Interim management report
Introduction
The results for Albion Development VCT PLC for the six months to 30 June
2014 showed a total return of 1.69 pence per Ordinary share and 2.65
pence per D share, compared to a total return of 3.10 pence per Ordinary
share and 6.00 pence per D share for the period to 30 June 2013. Net
asset value at 30 June 2014 was 73.30 pence per Ordinary share and
107.54 pence per D share.
Investment performance and progress
Approximately GBP1 million was invested for the Ordinary share portfolio
and GBP600,000 for the D share portfolio in unquoted companies during
the period. These include GBP390,000 and GBP220,000 respectively in
Egress, a fast growing developer of encryption services for secure email
with major public and private sector clients both in the UK and
overseas. In addition, we invested GBP260,000 and GBP140,000
respectively in Grapeshot, a business providing contextual analysis for
the advertising technology sector.
The sale of our investment in Peakdale Molecular completed just after
the half year. Since we first backed Peakdale in 2001, our investment
has returned just over twice the sums invested. In addition a number of
further exits from within the portfolio are under negotiation. Meanwhile,
Mi-Pay, which manages top-up services on behalf of international mobile
phone operators, obtained a quotation on the Alternative Investment
Market (AIM) in April 2014.
The value of Peakdale has been written up to its sale proceeds, and
third party valuations of both our renewable energy businesses and our
pubs portfolios have resulted in uplifts to their holding value. While
our Tower Bridge Healthclub also saw a strong increase in value, the
third party valuations of our Weybridge and Kensington Healthclubs saw
an aggregate reduction of GBP268,000. Trading at both these clubs,
however, has improved following a change in management. In addition,
our investments in DySIS, Rostima and Helveta saw further write-downs in
value of GBP253,000.
Risks and uncertainties
Although growth in the UK has recovered well, the outlook for the UK and
global economies continues to be the key risk affecting your Company.
Investment risk is mitigated through a variety of processes, including
our policy of ensuring that the Company has a first charge over
portfolio companies' assets wherever possible and of ensuring that the
portfolio is balanced through the inclusion of sectors that are less
exposed to the business and consumer cycles.
Other principal risks and uncertainties remain unchanged and are as
detailed in note 15.
Discount management and share buy-backs
It remains the Board's policy to buy back shares in the market, subject
to the overall constraint that such purchases are in the Company's
interest, including the maintenance of sufficient resources for
investment in existing and new portfolio companies and the continued
payment of dividends to shareholders.
It is the Company's intention that, subject to the sufficiency of cash
resources and any market constraints, the price at which shares are
bought back should be in the region of a 5 per cent. discount to net
asset value.
Albion VCTs Top Up Offers
During the period 1 January 2014 to the date of this report, the Company
issued 3,196,404 Ordinary shares under the Albion VCTs Top Up Offers
2013/2014 and Albion VCTs Prospectus Top Up Offers 2013/2014. The Offer
will close on 30 September 2014. To date your Company has raised a total
of GBP2.35 million under these Offers, which compares to GBP2.15 million
raised under the previous Top Up Offer.
The proceeds of the Offers will be used to provide further resources at
a time when a number of attractive new investment opportunities are
being seen.
Transactions with the Manager
Details of the transactions that took place with the Manager in the
period can be found in note 5.
Results, dividend and prospects
As at 30 June 2014 the net asset value per Ordinary share was 73.30
pence and per D share was 107.54 pence (30 June 2013: 74.60 pence per
Ordinary share and 101.50 pence per D share. At 31 December 2013 the net
asset values were 74.10 pence per Ordinary share and 107.10 pence per D
share). Dividends are paid twice a year, the next payment being 2.50
pence per Ordinary share and 2.50 pence per D share on 30 September
2014, to those shareholders on the register at 5 September 2014.
We are pleased to note the D share portfolio is diversified, well
balanced and performing well. In line with the D share prospectus, the D
shares will be merging with the Ordinary shares in early 2015 on the
basis of their respective audited net asset value per share at 31
December 2014.
The Company's investment portfolio in general is also considered to be
well balanced. As indicated in the portfolio split at the end of this
announcement, the VCT has investments in a variety of sectors which
balance cash generation with growth potential. Over the medium term, we
are confident that growth will continue.
Geoffrey Vero
Chairman
19 August 2014
Responsibility statement
The Directors, Geoffrey Vero, Jonathan Thornton, Andy Phillipps and
Patrick Reeve, are responsible for preparing the Half-yearly Financial
Report. The Directors have chosen to prepare this Half-yearly Financial
Report for the Company in accordance with United Kingdom Generally
Accepted Accounting Practice ("UK GAAP").
In preparing these summarised Financial Statements for the period to 30
June 2014, we the Directors of the Company, confirm that to the best of
our knowledge:
(a) the summarised set of Financial Statements has been prepared in
accordance with the pronouncement on interim reporting issued by the
Accounting Standards Board;
(b) the interim management report includes a fair review of the
information required by Disclosure Rules and Transparency Rules ("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 UK GAAP of the assets, liabilities, financial
position and profit and loss of the Company for the six months ended 30
June 2014 and comply with UK GAAP and Companies Act 1985 and 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
31 December 2013.
This Half-yearly Financial Report has not been audited or reviewed by
the Auditor.
By order of the Board
Geoffrey Vero
Chairman
19 August 2014
Portfolio of investments
Ordinary shares
The following is a summary of fixed asset investments as at 30 June
2014:
Asset-backed % voting Cost Cumulative movement in value Value Change in value for the period *
investments rights GBP'000 GBP'000 GBP'000 GBP'000
Radnor House
School
(Holdings)
Limited 4.2 734 577 1,311 11
The Street by
Street Solar
Programme
Limited 8.6 896 228 1,124 23
The Weybridge
Club
Limited 9.4 1,520 (552) 968 (198)
Alto Prodotto
Wind
Limited 7.8 705 241 946 55
Chonais
Holdings
Limited 9.2 917 5 922 4
Taunton
Hospital
Limited 4.7 725 164 889 15
Bravo Inns II
Limited 5.0 820 16 836 11
Albion
Investment
Properties
Limited 48.4 929 (150) 779 17
Tower Bridge
Health Clubs
Limited 7.9 254 460 714 241
Regenerco
Renewable
Energy
Limited 6.4 612 53 665 12
Kensington
Health Clubs
Limited 6.9 1,124 (574) 550 (70)
The Q Garden
Company
Limited 16.6 1,198 (794) 404 23
The Charnwood
Pub Company
Limited 3.3 1,008 (640) 368 35
Dragon Hydro
Limited 5.5 233 45 278 45
AVESI Limited 8.0 248 17 265 17
TEG Biogas
(Perth)
Limited 3.0 182 21 203 3
Greenenerco
Limited 4.0 140 51 191 51
Bravo Inns
Limited 2.6 227 (83) 144 (1)
Erin Solar
Limited 4.3 120 - 120 -
Premier
Leisure
(Suffolk)
Limited 6.2 480 (379) 101 2
The Dunedin
Pub Company
VCT Limited 6.2 57 (2) 55 1
Total
asset-backed
investments 13,129 (1,296) 11,833 297
* as adjusted for additions and disposals during the period
% voting Cost Cumulative movement in value Value Change in value for the period *
Growth investments rights GBP'000 GBP'000 GBP'000 GBP'000
Blackbay Limited 7.4 819 807 1,626 8
Peakdale Molecular
Limited 8.9 908 455 1,363 292
Mirada Medical
Limited 7.2 297 596 893 (17)
Lowcosttravelgroup
Limited 4.6 435 437 872 55
Hilson Moran
Holdings Limited 7.5 338 292 630 16
Aridhia Informatics
Limited 1.5 510 14 524 9
Relayware Limited 2.3 486 33 519 21
Egress Software
Technologies
Limited 4.0 390 - 390 -
DySIS Medical
Limited 3.4 474 (111) 363 (102)
Proveca Limited 6.0 283 28 311 12
Process Systems
Enterprise
Limited 1.3 118 186 304 11
Grapeshot Limited 2.3 260 - 260 -
Masters
Pharmaceuticals
Limited 1.3 162 63 225 14
MyMeds&Me Limited 3.5 210 8 218 -
AMS Sciences
Limited 4.2 215 1 216 31
Rostima Holdings
Limited 4.8 214 1 215 (76)
Cisiv Limited 1.8 193 (8) 185 (12)
memsstar Limited 1.8 124 60 184 7
Chichester Holdings
Limited 6.7 700 (527) 173 30
Helveta Limited 5.1 751 (581) 170 (75)
Silent Herdsman
Holdings Limited 3.6 156 - 156 -
Consolidated PR
Limited 21.5 623 (522) 101 50
Oxsensis Limited 1.4 213 (120) 93 -
Abcodia Limited 1.7 76 - 76 -
Sandcroft Avenue
Limited 0.6 40 - 40 -
Total growth
investments 8,995 1,112 10,107 274
Total unquoted
investments 22,124 (184) 21,940 571
% voting Cost Cumulative movement in value Value Change in value for the period *
AIM quoted investments rights GBP'000 GBP'000 GBP'000 GBP'000
Mi-Pay Group PLC 3.7 772 (296) 476 (36)
Total AIM quoted
investments 772 (296) 476 (36)
Total fixed asset
investments 22,896 (480) 22,416 535
Current asset Cumulative movement in value Change in value for the period*
investments Cost GBP'000 GBP'000 Value GBP'000 GBP'000
Dexela Limited - 60 60 30
Opta Sports Data
Limited - 6 6 -
Total current asset
investments - 66 66 30
Total change on value of investments 565
Movement in loan stock accrued interest 28
Total gains on investments as per income statement 593
* as adjusted for additions and disposals during the
period
Investment realisations
in the period to 30 June Cost Open carrying value Disposal proceeds Total realised gain Gain on opening value
2014 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Tower Bridge Health
Clubs Limited (loan
stock repayment) 56 56 56 - -
Masters Pharmaceuticals
Limited (loan stock
repayment) 13 15 15 2 -
Bravo Inns Limited (loan
stock repayment) 3 3 3 - -
Total 72 74 74 2 -
* as adjusted for additions and disposals during the period
Portfolio of investments
D shares
The following is a summary of fixed asset investments as at 30 June
2014:
Asset-backed % voting Cost Cumulative movement in value Value Change in value for the period *
investments rights GBP'000 GBP'000 GBP'000 GBP'000
Radnor House
School
(Holdings)
Limited 4.6 800 644 1,444 13
Regenerco
Renewable
Energy
Limited 5.5 528 45 573 11
The Street by
Street Solar
Programme
Limited 3.8 395 100 495 10
TEG Biogas
(Perth)
Limited 7.1 428 50 478 7
Bravo Inns II
Limited 1.7 260 17 277 4
Alto Prodotto
Wind
Limited 1.5 137 47 184 11
AVESI Limited 2.5 76 5 81 5
Taunton
Hospital
Limited 0.5 73 2 75 2
Total
asset-backed
investments 2,697 910 3,607 63
* as adjusted for additions and disposals during the period
Growth % voting Cost Cumulative movement in value Value Change in value for the period *
investments rights GBP'000 GBP'000 GBP'000 GBP'000
Masters
Pharmaceuticals
Limited 3.1 405 155 560 35
Hilson Moran
Holdings
Limited 4.0 180 156 336 8
Egress Software
Technologies
Limited 2.3 220 - 220 -
Aridhia
Informatics
Limited 0.5 180 5 185 3
Relayware
Limited 0.7 154 11 165 7
Grapeshot
Limited 1.2 140 - 140 -
Proveca Limited 2.1 98 10 108 4
Abcodia Limited 2.1 95 1 96 -
MyMeds&Me
Limited 1.2 72 3 75 -
Cisiv Limited 0.5 60 (3) 57 (4)
Mirada Medical
Limited 0.2 49 3 52 3
Silent Herdsman
Holdings
Limited 1.2 51 - 51 -
Sandcroft Avenue
Limited 0.6 35 - 35 -
Total growth
investments 1,739 341 2,080 56
Total unquoted
investments 4,436 1,251 5,687 119
* as adjusted for additions and disposals during the period
Total change on value of investments 119
Movement in loan stock accrued interest 10
Total gains on investments as per income statement 129
* as adjusted for additions and disposals during the
period
Investment realisations
in the period to 30 Cost Open carrying value Disposal proceeds Total realised gain Gain on opening value
June 2014 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Masters Pharmaceuticals
Limited (loan stock
repayment) 32 38 38 6 -
Total 32 38 38 6 -
Summary income statement (Combined)
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2014 30 June 2013 31 December 2013
Revenue Capital Total Revenue Capital Total Revenue Capital Total
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Gains on
investments 3 - 722 722 - 1,285 1,285 - 2,474 2,474
Investment
income 4 512 - 512 594 - 594 1,059 - 1,059
Investment
management
fees 5 (92) (276) (368) (87) (261) (348) (177) (532) (709)
Other expenses (96) - (96) (102) - (102) (196) - (196)
Return on
ordinary
activities
before tax 324 446 770 405 1,024 1,429 686 1,942 2,628
Tax
(charge)/credit
on ordinary
activities (62) 59 (3) (88) 61 (27) (114) 119 5
Return
attributable to
shareholders 262 505 767 317 1,085 1,402 572 2,061 2,633
Comparative figures have been extracted from the unaudited Half-yearly
Financial Report for the six months ended 30 June 2013 and the audited
statutory accounts for the year ended 31 December 2013.
The accompanying notes form an integral part of this Half-yearly
Financial Report.
The total column of this Summary income statement represents the profit
and loss account of the Company. The supplementary revenue and capital
columns have been prepared in accordance with The Association of
Investment Companies' Statement of Recommended Practice.
All revenue and capital items in the above statement derive from
continuing operations.
There are no recognised gains or losses other than the results for the
periods disclosed above. Accordingly, a Statement of total recognised
gains and losses is not required. The difference between the reported
return on ordinary activities before tax and the historical profit is
due to the fair value movements on investments. Accordingly, a note on
historical cost profit and losses has not been prepared.
Disclosure of basic and diluted earnings per share is given in the
underlying Ordinary and D share Income statements below.
Summary income statement (Ordinary shares)
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2014 30 June 2013 31 December 2013
Revenue Capital Total Revenue Capital Total Revenue Capital Total
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Gains on
investments 3 - 593 593 - 987 987 - 1,665 1,665
Investment
income 4 370 - 370 394 - 394 731 - 731
Investment
management
fees 5 (73) (218) (291) (69) (208) (277) (141) (422) (563)
Other expenses (74) - (74) (79) - (79) (152) - (152)
Return on
ordinary
activities
before tax 223 375 598 246 779 1,025 438 1,243 1,681
Tax
(charge)/credit
on ordinary
activities (43) 43 - (53) 47 (6) (59) 92 33
Return
attributable to
shareholders 180 418 598 193 826 1,019 379 1,335 1,714
Basic and
diluted return
per share
(pence)* 7 0.51 1.18 1.69 0.60 2.50 3.10 1.10 4.00 5.10
Summary income statement (D shares)
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2014 30 June 2013 31 December 2013
Revenue Capital Total Revenue Capital Total Revenue Capital Total
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Gains on
investments 3 - 129 129 - 298 298 - 809 809
Investment
income 4 142 - 142 200 - 200 328 - 328
Investment
management
fees 5 (19) (58) (77) (18) (53) (71) (36) (110) (146)
Other expenses (22) - (22) (23) - (23) (44) - (44)
Return on
ordinary
activities
before tax 101 71 172 159 245 404 248 699 947
Tax
(charge)/credit
on ordinary
activities (19) 16 (3) (35) 14 (21) (55) 27 (28)
Return
attributable to
shareholders 82 87 169 124 259 383 193 726 919
Basic and
diluted return
per share
(pence)* 7 1.27 1.38 2.65 1.90 4.10 6.00 3.00 11.40 14.40
* Excluding treasury shares
The accompanying notes form an integral part of this Half-yearly
Financial Report.
Summary balance sheet (Combined)
Unaudited Unaudited Audited
30 June 2014 30 June 2013 31 December 2013
Note GBP'000 GBP'000 GBP'000
Fixed asset investments 28,103 23,760 25,997
Current assets
Trade and other debtors 84 39 99
Current asset
investments 66 30 36
Cash at bank and in
hand 10 5,398 8,424 6,210
5,548 8,493 6,345
Creditors: amounts
falling due within one
year (279) (335) (340)
Net current assets 5,269 8,158 6,005
Net assets 33,372 31,918 32,002
Capital and reserves
Called up share capital 467 440 441
Share premium 4,478 2,254 2,343
Capital redemption
reserve 12 8 8
Unrealised capital
reserve 839 (864) 125
Realised capital
reserve 3,563 3,451 3,772
Other distributable
reserve 24,013 26,629 25,313
Total equity
shareholders' funds 33,372 31,918 32,002
Comparative figures have been extracted from the unaudited Half-yearly
Financial Report for the six months ended 30 June 2013 and the audited
statutory accounts for the year ended 31 December 2013.
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 19 August 2014, and were signed on its behalf by
Geoffrey Vero
Chairman
Company number: 03654040
Summary balance sheet (Ordinary shares)
Unaudited Unaudited Audited
30 June 2014 30 June 2013 31 December 2013
Note GBP'000 GBP'000 GBP'000
Fixed asset investments 22,416 19,554 20,945
Current assets
Trade and other debtors 78 29 95
Current asset
investments 66 30 36
Cash at bank and in
hand 10 4,160 6,122 4,330
4,304 6,181 4,461
Creditors: amounts
falling due within one
year (200) (250) (231)
Net current assets 4,104 5,931 4,230
Net assets 26,520 25,485 25,175
Capital and reserves
Called up share capital 8 403 376 377
Share premium 4,422 2,231 2,304
Capital redemption
reserve 12 8 8
Unrealised capital
reserve (396) (1,554) (987)
Realised capital
reserve 3,558 3,455 3,731
Other distributable
reserve 18,521 20,969 19,742
Total equity
shareholders' funds 26,520 25,485 25,175
Net asset value per
share (pence) * 73.30 74.60 74.10
*excluding treasury shares
Comparative figures have been extracted from the unaudited Half-yearly
Financial Report for the six months ended 30 June 2013 and the audited
statutory accounts for the year ended 31 December 2013.
The accompanying notes form an integral part of this Half-yearly
Financial Report.
Summary balance sheet (D shares)
Unaudited Unaudited Audited
30 June 2014 30 June 2013 31 December 2013
Note GBP'000 GBP'000 GBP'000
Fixed asset investments 5,687 4,206 5,052
Current assets
Trade and other debtors 6 10 4
Cash at bank and in
hand 10 1,238 2,302 1,880
1,244 2,312 1,884
Creditors: amounts
falling due within one
year (79) (85) (109)
Net current assets 1,165 2,227 1,775
Net assets 6,852 6,433 6,827
Capital and reserves
Called up share capital 8 64 64 64
Share premium 56 23 39
Unrealised capital
reserve 1,235 690 1,112
Realised capital
reserve 5 (4) 41
Other distributable
reserve 5,492 5,660 5,571
Total equity
shareholders' funds 6,852 6,433 6,827
Net asset value per
share (pence) * 107.54 101.50 107.40
*excluding treasury shares
Comparative figures have been extracted from the unaudited Half-yearly
Financial Report for the six months ended 30 June 2013 and the audited
statutory accounts for the year ended 31 December 2013.
The accompanying notes form an integral part of this Half-yearly
Financial Report.
Summary reconciliation of movements in shareholders' funds (Combined)
Capital Unrealised Realised Other
Called-up share Share redemption capital capital distributable
capital premium reserve reserve reserve* reserve* Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 January 2014 (audited) 441 2,343 8 125 3,772 25,313 32,002
Return/(loss) for the period - - - 722 (217) 262 767
Transfer of previously unrealised gains on sale of
investments - - - (8) 8 - -
Cancellation of treasury shares (1) - 1 - - - -
Purchase of shares for treasury - - - - - (300) (300)
Purchase of shares for cancellation (3) - 3 - - (190) (190)
Issue of equity (net of costs) 30 2,135 - - - - 2,165
Dividends paid - - - - - (1,072) (1,072)
As at 30 June 2014 (unaudited) 467 4,478 12 839 3,563 24,013 33,372
Capital Unrealised Realised Other
Called-up share Share redemption capital capital distributable
capital premium reserve reserve* reserve* reserve* Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 January 2013 (audited) 421 392 2 (2,046) 3,326 28,010 30,105
Return/(loss) for the period - - - 1,311 (226) 317 1,402
Transfer of previously unrealised gains on sale of
investments - - - (129) 129 - -
Purchase of shares for treasury - - - - - (36) (36)
Purchase of shares for cancellation (6) - 6 - - (440) (440)
Issue of equity (net of costs) 25 1,862 - - - - 1,887
Transfer from other distributable reserve to realised
capital reserve - - - - 222 (222) -
Dividends paid - - - - - (1,000) (1,000)
As at 30 June 2013 (unaudited) 440 2,254 8 (864) 3,451 26,629 31,918
Capital Unrealised Realised Other
Called-up share Share redemption capital capital distributable
capital premium reserve reserve reserve* reserve* Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 January 2013 (audited) 421 392 2 (2,046) 3,326 28,010 30,105
Return/(loss) for the year - - - 2,253 (191) 572 2,633
Transfer of previously unrealised gains on sale of
investments - - - (82) 82 - -
Purchase of shares for treasury - - - - - (261) (261)
Purchase of shares for cancellation (6) - 6 - - (441) (441)
Issue of equity (net of costs) 26 1,951 - - - - 1,977
Transfer from other distributable reserve to realised
capital reserve - - - - 555 (555) -
Dividends paid - - - - - (2,012) (2,012)
As at 31 December 2013 (audited) 441 2,343 8 125 3,772 25,313 32,002
*Included within these reserves is an amount of GBP27,576,000 (30 June
2013: GBP29,216,000; 31 December 2013: GBP29,085,000) which is
considered distributable.
Summary reconciliation of movements in shareholders' funds (Ordinary
shares)
Capital Unrealised Realised Other
Called-up share Share redemption capital capital distributable
capital premium reserve reserve* reserve* reserve* Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 January 2014 (audited) 377 2,304 8 (987) 3,731 19,742 25,175
Return/(loss) for the period - - - 593 (175) 180 598
Transfer of previously unrealised gains on sale of
investments - - - (2) 2 - -
Cancellation of treasury shares (1) - 1 - - - -
Purchase of shares for treasury - - - - - (300) (300)
Purchase of shares for cancellation (3) - 3 - - (190) (190)
Issue of equity (net of costs) 30 2,118 - - - - 2,148
Dividends paid - - - - - (911) (911)
As at 30 June 2014 (unaudited) 403 4,422 12 (396) 3,558 18,521 26,520
Capital Unrealised Realised Other
Called-up share Share redemption capital capital distributable
capital premium reserve reserve* reserve* reserve* Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 January 2013 (audited) 357 383 2 (2,661) 3,514 22,265 23,860
Return/(loss) for the period - - - 992 (166) 193 1,019
Transfer of previously unrealised losses on sale of
investments - - - 115 (115) - -
Purchase of shares for treasury - - - - - (13) (13)
Purchase of shares for cancellation (6) - 6 - - (413) (413)
Issue of equity (net of costs) 25 1,848 - - - - 1,873
Transfer from other distributable reserve to realised
capital reserve - - - - 222 (222) -
Dividends paid - - - - - (841) (841)
As at 30 June 2013 (unaudited) 376 2,231 8 (1,554) 3,455 20,969 25,485
Capital Unrealised Realised Other
Called-up share Share redemption capital capital distributable
capital premium reserve reserve* reserve* reserve* Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 January 2013 (audited) 357 383 2 (2,661) 3,514 22,265 23,860
Return/(loss) for the year - - - 1,428 (92) 379 1,714
Transfer of previously unrealised losses on sale of
investments - - - 246 (246) - -
Purchase of shares for treasury - - - - - (238) (238)
Purchase of shares for cancellation (6) - 6 - - (414) (414)
Issue of equity (net of costs) 26 1,921 - - - - 1,947
Transfer from other distributable reserve to realised
capital reserve - - - - 555 (555) -
Dividends paid - - - - - (1,695) (1,695)
As at 31 December 2013 (audited) 377 2,304 8 (987) 3,731 19,742 25,175
*Included within these reserves is an amount of GBP21,683,000 (30 June
2013: GBP22,870,000; 31 December 2013: GBP22,486,000) which is
considered distributable.
Summary reconciliation of movements in shareholders' funds (D shares)
Unrealised Realised Other
Called-up share Share capital capital distributable
capital premium reserve reserve* reserve* Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 January 2014 (audited) 64 39 1,112 41 5,571 6,827
Return/(loss) for the period - - 129 (42) 82 169
Transfer of previously unrealised gains on sale of
investments - - (6) 6 - -
Issue of equity (net of costs) - 17 - - - 17
Dividends paid - - - - (161) (161)
As at 30 June 2014
(unaudited) 64 56 1,235 5 5,492 6,852
Unrealised Realised Other
Called-up share Share capital capital distributable
capital premium reserve reserve* reserve* Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 January 2013 (audited) 64 9 615 (188) 5,745 6,245
Return/(loss) for the period - - 319 (60) 124 383
Transfer of previously unrealised gains on sale of
investments - - (244) 244 - -
Purchase of shares for treasury - - - - (23) (23)
Purchase of shares for cancellation - - - - (27) (27)
Issue of equity (net of costs) - 14 - - - 14
Dividends paid - - - - (159) (159)
As at 30 June 2013
(unaudited) 64 23 690 (4) 5,660 6,433
Unrealised Realised Other
Called-up share Share capital capital distributable
capital premium reserve reserve* reserve* Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 January 2013 (audited) 64 9 615 (188) 5,745 6,245
Return/(loss) for the period - - 825 (99) 193 919
Transfer of previously unrealised gains on sale of
investments - - (328) 328 - -
Purchase of shares for treasury - - - - (23) (23)
Purchase of shares for cancellation - - - - (27) (27)
Issue of equity (net of costs) - 30 - - - 30
Dividends paid - - - - (317) (317)
As at 31 December 2013
(audited) 64 39 1,112 41 5,571 6,827
*Included within these reserves is an amount of GBP5,497,000 (30 June
2013: GBP5,656,000; 31 December 2013: GBP5,612,000) which is considered
distributable.
Summary cash flow statement (Combined)
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2014 30 June 2013 31 December 2013
Note GBP'000 GBP'000 GBP'000
Operating activities
Loan stock income received 484 513 983
Deposit interest received 36 68 122
Dividend income received 33 7 25
Investment management fees paid (360) (338) (699)
Other cash payments (112) (121) (216)
Net cash flow from operating activities 9 81 129 215
Taxation
UK corporation tax recovered/(paid) - 17 (24)
Capital expenditure and financial investments
Purchase of fixed asset investments (1,622) (1,522) (3,697)
Disposal of fixed asset investments 112 1,753 2,809
Disposal of current asset investments 3 500 512
Net cash flow from investing activities (1,507) 731 (376)
Equity dividends paid
Dividends paid (net of cost of shares issued under
the Dividend Reinvestment Scheme) (959) (919) (1,846)
Net cash flow before financing (2,385) (42) (2,031)
Financing
Issue of share capital (net of costs) 2,051 1,812 1,812
Purchase of own shares (including costs) (478) (477) (702)
Net cash flow from financing 1,573 1,335 1,110
Cash flow in the period 10 (812) 1,293 (921)
Summary cash flow statement (Ordinary shares)
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2014 30 June 2013 31 December 2013
Note GBP'000 GBP'000 GBP'000
Operating activities
Loan stock income received 350 324 686
Deposit interest received 28 43 83
Dividend income received 23 7 23
Investment management fees paid (283) (268) (556)
Other cash payments (86) (91) (166)
Net cash flow from operating activities 9 32 15 70
Taxation
UK corporation tax recovered/(paid) 13 17 (24)
Capital expenditure and financial investments
Purchase of fixed asset investments (1,052) (1,437) (3,124)
Disposal of fixed asset investments 74 607 1,486
Disposal of current asset investments 3 - 12
Net cash flow from investing activities (975) (830) (1,626)
Equity dividends paid
Dividends paid (net of cost of shares issued under
the Dividend Reinvestment Scheme) (813) (774) (1,559)
Net cash flow before financing (1,743) (1,572) (3,139)
Financing
Issue of share capital (net of costs) 2,051 1,812 1,812
Purchase of own shares (including costs) (478) (427) (652)
Net cash flow from financing 1,573 1,385 1,160
Cash flow in the period 10 (170) (187) (1,979)
Summary cash flow statement (D shares)
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2014 30 June 2013 31 December 2013
Note GBP'000 GBP'000 GBP'000
Operating activities
Loan stock income received 134 189 297
Deposit interest received 8 25 39
Dividend income received 10 - 2
Investment management fees paid (77) (70) (143)
Other cash payments (26) (30) (50)
Net cash flow from operating activities 9 49 114 145
Taxation
UK corporation tax paid (13) - -
Capital expenditure and financial investments
Purchase of fixed asset investments (570) (85) (573)
Disposal of fixed asset investments 38 1,146 1,323
Disposal of current asset investments - 500 500
Net cash flow from investing activities (532) 1,561 1,250
Equity dividends paid
Dividends paid (net of cost of shares issued under
the Dividend Reinvestment Scheme) (146) (145) (287)
Net cash flow before financing (642) 1,530 1,108
Financing
Purchase of own shares (including costs) - (50) (50)
Net cash flow from financing - (50) (50)
Cash flow in the period 10 (642) 1,480 1,058
Notes to the unaudited summarised Financial Statements
1. Accounting convention
The financial statements have been prepared in accordance with the
historical cost convention, modified to include the revaluation of
investments, in accordance with applicable United Kingdom law and
accounting standards and with the Statement of Recommended Practice
"Financial Statements of Investment Trust Companies and Venture Capital
Trusts" ("SORP") issued by The Association of Investment Companies
("AIC") in January 2009. Accounting policies have been applied
consistently in current and prior periods.
2. Accounting policies
Investments
Quoted and unquoted equity investments, debt issued at a discount, and
convertible bonds
In accordance with FRS 26 "Financial Instruments Recognition and
Measurement", quoted and unquoted equity investments, 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 Income statement
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 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 Income statement, and hence
are reflected in the other distributable reserve, and movements in
respect of capital provisions are reflected in the capital column of the
Income statement 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, whether 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 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 FRS 9 "Associates and joint
ventures", those undertakings in which the 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 or loss and are
subsequently measured at fair value.
Fixed term deposits are classified as current asset investments as they
are investments held for the short term.
Investment income
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 and other expenses
All expenses have been accounted for on an accruals basis. Expenses are
charged through the revenue column of the Income statement except the
following which are charged through the realised capital reserve:
-- 75 per cent. of management fees are allocated to the realised capital
reserve in line with the Board's expectation that over the long term 75
per cent. of the Company's investment returns will be in the form of
capital gains; and
-- expenses which are incidental to the purchase or disposal of an
investment are charged through the realised capital reserve.
Performance incentive fee
In the event that a performance incentive fee crystallises, the fee will
be allocated between revenue and realised capital reserves based upon
the proportion to which the calculation of the fee is attributable to
revenue and capital returns.
Taxation
Taxation is applied on a current basis in accordance with FRS 16
"Current tax". Taxation associated with capital expenses is applied in
accordance with the SORP. In accordance with FRS 19 "Deferred tax",
deferred taxation is provided in full on 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. Deferred tax assets are recognised to the
extent that it is regarded as more likely than not that they will be
recovered. Deferred tax assets and liabilities are not discounted.
Dividends
In accordance with FRS 21 "Events after the balance sheet date",
dividends declared by the Company are accounted for in the period in
which the dividend has been paid or approved by shareholders in annual
general meeting.
Reserves
Share premium reserve
This reserve accounts for the difference between the price paid for
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 the movements from the revenue column of the
Income statement, the payment of dividends, the buy-back of shares and
other, non capital realised movements.
D shares
Until such time that D shares are converted into Ordinary shares, all
investments and returns attributable to this class of share will be
separately identifiable from the existing Ordinary shares. All residual
expenses will be allocated in the ratio of the respective Net Asset
Values of each class of share.
3. Gains on investments
Combined
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2014 30 June 2013 31 December 2013
GBP'000 GBP'000 GBP'000
Unrealised gains on fixed asset investments held at
fair value through profit or loss 637 950 2,117
Unrealised reversals of impairments on fixed asset
investments held at amortised cost 55 361 130
692 1,311 2,247
Unrealised gains on current asset investments held
at fair value through profit or loss 30 - 6
Unrealised gains sub-total 722 1,311 2,253
Realised (losses)/gains on investments held at fair
value through profit or loss - (31) 263
Realised gains/(losses) on investments held at amortised
cost - 5 (42)
Realised (losses)/gains sub-total - (26) 221
722 1,285 2,474
Ordinary shares
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2014 30 June 2013 31 December 2013
GBP'000 GBP'000 GBP'000
Unrealised gains on fixed asset investments held at
fair value through profit or loss 519 672 1,344
Unrealised reversals of impairments on fixed asset
investments held at amortised cost 44 320 78
563 992 1,422
Unrealised gains on current asset investments held
at fair value through profit or loss 30 - 6
Unrealised gains sub-total 593 992 1,428
Realised (losses)/gains on investments held at fair
value through profit or loss - (8) 286
Realised gains/(losses) on investments held at amortised
cost - 3 (49)
Realised (losses)/gains sub-total - (5) 237
593 987 1,665
D shares
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2014 30 June 2013 31 December 2013
GBP'000 GBP'000 GBP'000
Unrealised gains on fixed asset investments held at
fair value through profit or loss 118 278 773
Unrealised reversals of impairments on fixed asset
investments held at amortised cost 11 41 52
Unrealised gains sub-total 129 319 825
Realised losses on investments held at fair value
through profit or loss - (23) (23)
Realised gains on investments held at amortised cost - 2 7
Realised losses sub-total - (21) (16)
129 298 809
Investments valued on an amortised cost basis are unquoted loan stock
instruments as described in note 2.
4. Investment income
Combined
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2014 30 June 2013 31 December 2013
GBP'000 GBP'000 GBP'000
Income recognised on investments held at fair value
through profit or loss account
Dividend income 31 7 27
Income from convertible bonds and discounted debt 197 138 300
228 145 327
Income recognised on investments held at amortised
cost
Return on loan stock investments 249 394 637
Bank deposit interest 35 55 95
284 449 732
512 594 1,059
Ordinary shares
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2014 30 June 2013 31 December 2013
GBP'000 GBP'000 GBP'000
Income recognised on investments held at fair value
through profit or loss account
Dividend income 21 7 25
Income from convertible bonds and discounted debt 146 92 206
167 99 231
Income recognised on investments held at amortised
cost
Return on loan stock investments 175 253 428
Bank deposit interest 28 42 72
203 295 500
370 394 731
D shares
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2014 30 June 2013 31 December 2013
GBP'000 GBP'000 GBP'000
Income recognised on investments held at fair value
through profit or loss account
Dividend income 10 - 2
Income from convertible bonds and discounted debt 51 46 94
61 46 96
Income recognised on investments held at amortised
cost
Return on loan stock investments 74 141 209
Bank deposit interest 7 13 23
81 154 232
142 200 328
All of the Company's income is derived from operations based in the
United Kingdom.
5. Investment management fees
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2014 30 June 2013 31 December 2013
Combined GBP'000 GBP'000 GBP'000
Investment management
fee charged to
revenue 92 87 177
Investment management
fee charged to
capital 276 261 532
368 348 709
Audited
Unaudited Unaudited year ended
six months ended six months ended 31 December
30 June 2014 30 June 2013 2013
Ordinary shares GBP'000 GBP'000 GBP'000
Investment management
fee charged to
revenue 73 69 141
Investment management
fee charged to
capital 218 208 422
291 277 563
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2014 30 June 2013 31 December 2013
D shares GBP'000 GBP'000 GBP'000
Investment management
fee charged to
revenue 19 18 36
Investment management
fee charged to
capital 58 53 110
77 71 146
Further details of the management agreement under which the investment
management fee is paid are given in the Directors' report on pages 22
and 23 of the Annual Report and Financial Statements for the year ended
31 December 2013.
During the period, services to a total value of GBP368,000 (30 June
2013: GBP348,000; 31 December 2013: GBP709,000) were purchased by the
Company from Albion Ventures LLP. At the financial period end, the
amount due to Albion Ventures LLP in respect of these services was
GBP188,000 (30 June 2013: GBP179,000; 31 December 2013: GBP180,000).
During the period, the Company was not charged by Albion Ventures LLP in
respect of Patrick Reeve's services as a Director (30 June 2013: not
applicable; 31 December 2013: GBPnil).
Albion Ventures LLP is, from time to time, eligible to receive
transaction fees and Directors' fees from portfolio companies. During
the period ended 30 June 2014, fees of GBP97,000 attributable to the
investments of the Company were received pursuant to these arrangements
(30 June 2013: GBP73,000; 31 December 2013: GBP176,000).
During the period, the Company raised new funds through the Albion VCTs
Top Up Offers 2013/2014 and Albion VCTs Prospectus Top Up Offers
2013/2014 as detailed in note 8. Of these costs, an amount of GBP2,697
(30 June 2013: GBP3,250; 31 December 2013: GBP3,250) was paid to Albion
Ventures LLP, in respect of receiving agent services. There were no sums
outstanding in respect of receiving agent services at the period end.
Albion Ventures LLP holds 331 fractional entitlement shares of the
Company as a result of the conversion of C shares to Ordinary shares in
March 2007. Albion Ventures LLP also holds a further 23,054 Ordinary
shares. These shares will be sold for the benefit of the Company at a
future date.
6. Dividends
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2014 30 June 2013 31 December 2013
Ordinary shares GBP'000 GBP'000 GBP'000
Dividend of 2.50p per Ordinary share paid on 31 May
2013 - 841 841
Dividend of 2.50p per Ordinary share paid on 30 September
2013 - - 854
Dividend of 2.50p per Ordinary share paid on 30 May
2014 911 - -
911 841 1,695
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2014 30 June 2013 31 December 2013
D shares GBP'000 GBP'000 GBP'000
Dividend of 2.50p per D share paid on 31 May 2013 - 159 159
Dividend of 2.50p per D share paid on 30 September
2013 - - 158
Dividend of 2.50p per D share paid on 30 May 2014 161 - -
161 159 317
The Directors have declared a dividend of 2.50 pence per Ordinary share
(total approximately GBP915,000) and 2.50 pence per D share (total
approximately GBP159,000), payable on 30 September 2014 to shareholders
on the register as at 5 September 2014.
7. Basic and diluted return per share
Unaudited Unaudited Audited
Ordinary six months ended six months ended year ended
shares 30 June 2014 30 June 2013 31 December 2013
Revenue Capital Revenue Capital Revenue Capital
Return
attributable
to Ordinary
shares
(GBP'000) 180 418 193 826 379 1,335
Weighted
average
shares in
issue 35,465,320 33,014,345 33,589,482
Return per
Ordinary
share
(pence) 0.51 1.18 0.60 2.50 1.10 4.00
Unaudited Unaudited Audited
six months ended six months ended year ended
D shares 30 June 2014 30 June 2013 31 December 2013
Revenue Capital Revenue Capital Revenue Capital
Return
attributable
to D shares
(GBP'000) 82 87 124 259 193 726
Weighted
average
shares in
issue 6,358,795 6,364,305 6,355,743
Return per D
share
(pence) 1.27 1.38 1.90 4.10 3.00 11.40
There are no convertible instruments, derivatives or contingent share
agreements in issue for Albion Development VCT PLC hence there are no
dilution effects to the return per share. The basic return per share is
therefore the same as the diluted return per share.
8. Share capital
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2014 30 June 2013 31 December 2013
Ordinary shares GBP'000 GBP'000 GBP'000
Allotted, called up and fully paid shares of 1 penny
each
Number of shares 40,311,270 37,620,361 37,728,166
Nominal value of allotted shares (GBP'000) 403 376 377
Voting rights (number of shares net of treasury
shares) 36,180,570 34,173,361 33,959,166
Under the terms of the Dividend Reinvestment Scheme Circular dated 27
August 2008, the following Ordinary shares, of nominal value 1 penny
each, were allotted:
Number
of
Date of shares Issue price Net consideration received Opening market price per share on allotment date (pence
allotment issued (pence per share) GBP'000 per share)
30 May
2014 139,680 72.20 98 70.00
Under the terms of the Albion VCTs Top Up Offers 2013/2014, the
following Ordinary shares, of nominal value 1 penny each, were allotted
during the period to 30 June 2014:
Number of
Date of shares Issue price Net consideration received Opening market price per share on allotment date (pence
allotment issued (pence per share) GBP'000 per share)
31 January
2014 549,339 74.40 401 69.50
31 January
2014 543,338 74.80 396 69.50
31 January
2014 20,352 73.70 15 69.50
5 April
2014 585,294 76.40 434 70.00
5 April
2014 218,784 76.00 162 70.00
5 April
2014 62,024 75.70 46 70.00
1,979,131 1,454
Under the terms of the Albion VCTs Prospectus Top Up Offers 2013/2014,
the following Ordinary shares of nominal value 1 penny each, were
allotted during the period to 30 June 2014:
Number
of
Date of shares Issue price Net consideration received Opening market price per share on allotment date (pence
allotment issued (pence per share) GBP'000 per share)
5 April
2014 804,293 76.40 596 70.00
The Albion VCTs Prospectus Top Up Offers 2013/2014 will close on 30
September 2014.
During the period to 30 June 2014 the Company purchased 272,000 Ordinary
shares for cancellation at a cost of GBP190,000 representing 0.7 per
cent. of the Ordinary shares in issue as at 30 June 2014.
During the period to 30 June 2014 the Company purchased 429,700 Ordinary
shares for treasury at a cost of GBP300,000. The total number of
Ordinary shares held in treasury as at 30 June 2014 was 4,130,700 (30
June 2013: 3,447,000; 31 December 2013: 3,769,000) representing 10.2 per
cent. of the Ordinary shares in issue as at 30 June 2014.
Unaudited Unaudited Audited
30 June 2014 30 June 2013 31 December 2013
D shares GBP'000 GBP'000 GBP'000
Allotted, called up and fully paid shares of 1 penny
each
Number of shares 6,397,531 6,364,098 6,381,604
Nominal value of allotted shares (GBP'000) 64 64 64
Voting rights (number of shares net of treasury
shares) 6,371,906 6,338,473 6,355,979
Under the terms of the Dividend Reinvestment Scheme Circular dated 5
April 2011, the following D shares, of nominal value 1 penny each were
allotted:
Number
of
Date of shares Issue price Net consideration received Opening market price per share on allotment date (pence
allotment issued (pence per share) GBP'000 per share)
30 May
2014 15,927 107.10 17 100.00
The Company holds 25,625 D shares in treasury as at 30 June 2014 (30
June 2013: 25,625; 31 December 2013: 25,625) representing 0.4 per cent.
of the D shares in issue as at 30 June 2014.
9. Reconciliation of revenue return on ordinary activities
before taxation to net cash flow from operating activities
Combined
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2014 30 June 2013 31 December 2013
GBP'000 GBP'000 GBP'000
Revenue return on
ordinary activities
before tax 324 405 686
Investment management
fee charged to
capital (276) (261) (532)
Movement in accrued
amortised loan stock
interest 38 (19) 46
(Increase)/decrease
in operating
debtors (3) 7 22
Decrease in operating
creditors (2) (3) (7)
Net cash flow from
operating
activities 81 129 215
Ordinary shares
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2014 30 June 2013 31 December 2013
GBP'000 GBP'000 GBP'000
Revenue return on
ordinary activities
before tax 223 246 438
Investment management
fee charged to
capital (218) (208) (422)
Movement in accrued
amortised loan stock
interest 28 (21) 52
(Increase)/decrease
in operating
debtors (1) (3) 7
Increase/(decrease)
in operating
creditors - 1 (5)
Net cash flow from
operating
activities 32 15 70
D shares
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2014 30 June 2013 31 December 2013
GBP'000 GBP'000 GBP'000
Revenue return on
ordinary activities
before tax 101 159 248
Investment management
fee charged to
capital (58) (53) (110)
Movement in accrued
amortised loan stock
interest 10 2 (6)
(Increase)/decrease
in operating
debtors (2) 10 15
Decrease in operating
creditors (2) (4) (2)
Net cash flow from
operating
activities 49 114 145
10. Analysis of change in cash during the period
Combined
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2014 30 June 2013 31 December 2013
GBP'000 GBP'000 GBP'000
Opening cash balances 6,210 7,131 7,131
Net cash flow (812) 1,293 (921)
Closing cash balances 5,398 8,424 6,210
Ordinary shares
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2014 30 June 2013 31 December 2013
GBP'000 GBP'000 GBP'000
Opening cash balances 4,330 6,309 6,309
Net cash flow (170) (187) (1,979)
Closing cash balances 4,160 6,122 4,330
D shares
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2014 30 June 2013 31 December 2013
GBP'000 GBP'000 GBP'000
Opening cash balances 1,880 822 822
Net cash flow (642) 1,480 1,058
Closing cash balances 1,238 2,302 1,880
11. Commitments and contingencies
As at 30 June 2014, the Company had the following financial commitments
in respect of investments:
-- Chonais Holdings Limited; GBP788,000
-- Proveca Limited; GBP238,000
-- MyMeds&Me Limited; GBP188,000
-- DySIS Medical Limited; GBP5,000
-- Dragon Hydro Limited; GBP2,000
There are no contingencies or guarantees of the Company as at 30 June
2014 (30 June 2013; GBPnil: 31 December 2013: GBPnil).
12. Post balance sheet events
Since 30 June 2014, the Company has completed the following
transactions:
-- Investment of GBP650,000 in Omprompt Limited;
-- Investment of GBP220,000 in Chonais Holdings Limited;
-- Investment of GBP96,000 in Cisiv Limited;
-- Investment of GBP83,000 in Taunton Hospital Limited;
-- Investment of GBP47,000 in MyMeds&Me Limited;
-- Investment of GBP32,000 in Infinite Ventures
(Goathill) Limited;
-- Investment of GBP17,000 in Blackbay Limited;
-- Investment of GBP12,000 in Rostima Holdings Limited;
-- Proceeds of GBP1,326,000 (excluding deferred
consideration) received from the disposal of the
investment in Peakdale Molecular Limited;
-- Proceeds of GBP70,000 received from the repayment of
loan stock in The Charnwood Pub Company Limited; and
-- Proceeds of GBP55,000 received from the disposal of
the investment in The Dunedin Pub Company VCT
Limited.
The following Ordinary shares of nominal value 1 penny were allotted
under the Albion VCTs Top Up Offers 2013/2014 after 30 June 2014:
Number
of Net
Ordinary Issue price consideration
Date of shares (pence per received Opening market price per share on allotment date (pence
allotment allotted share) (GBP'000) per share)
4 July
2014 10,062 73.70 7 70.00
4 July
2014 5,398 74.10 4 70.00
4 July
2014 30,139 74.50 22 70.00
45,599 33
Under the Albion VCT Prospectus Top Up Offers 2013/2014 after 30 June
2014:
Number
of Net
Ordinary Issue price consideration
Date of shares (pence per received Opening market price per share on allotment date (pence
allotment allotted share) (GBP'000) per share)
4 July
2014 367,381 74.50 266 70.00
13. Related party transactions
Other than transactions with the Manager as described in Note 5, there
are no related party transactions.
14. Going concern
The Board's assessment of liquidity risk remains unchanged since the
last Annual Report and Financial Statements for the year ended 31
December 2013 and is detailed on page 62 of those accounts. The Company
has adequate cash and liquid resources. The portfolio of investments is
diversified in terms of sector and the major cash outflows of the
Company (namely investments, dividends and share buy-backs) are within
the Company's control. Accordingly, after making diligent 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 this Half-yearly Financial Report and this is in
accordance with 'Going Concern and Liquidity Risk: Guidance for
Directors of UK Companies 2009' published by the Financial Reporting
Council.
15. Risks and uncertainties
In addition to the current economic risks outlined in the Interim
management report, 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 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.
To reduce this risk, the Board places reliance upon the skills and
expertise of the Manager and its strong track record for 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.
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 2 of the Financial Statements, the unquoted equity
investments, convertible loan stock and debt issued at a discount held
by the Company are designated 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, who 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 PricewaterhouseCoopers LLP as its taxation advisor.
PricewaterhouseCoopers 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 by 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.
Board members and the Manager have experience of operating at senior
levels within quoted businesses. In addition, the Board and the Manager
receive regular updates on new regulation from its auditor, lawyers and
other professional bodies.
6. Internal control risk
Failures in key controls, within the Board or within the Manager's
business, could put assets of the Company at risk or result in reduced
or inaccurate information being passed to the Board or to shareholders.
The Audit Committee meets with the Manager's Internal Auditor, 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 Committee to ask specific and detailed
questions. Jonathan Thornton, as Chairman of the Audit Committee, met
with the internal audit Partner of PKF Littlejohn LLP in January 2014 to
discuss the most recent Internal Audit Report 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 Company'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 31 December 2013.
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 Company is 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 further detail, see the
management agreement paragraph on pages 22 and 23 of the Annual Report
and Financial Statements for the year ended 31 December 2013). 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 risk
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 19 of the Annual Report and
Financial Statements for the year ended 31 December 2013.
All of the Company's income and expenditure is denominated in sterling
and hence the Company has no foreign currency risk. The Company is
financed through equity and does not have any borrowings. The Company
does not use derivative financial instruments for speculative purposes.
16. Other information
The information set out in this Half-yearly Financial Report does not
constitute the Company's statutory accounts within the terms of section
434 of the Companies Act 2006 for the periods ended 30 June 2014 and 30
June 2013 and is unaudited. The information for the year ended 31
December 2013 does not constitute statutory accounts within the terms of
section 434 of the Companies Act 2006, but is derived from the audited
statutory accounts for the financial year, which were unqualified and
which have been delivered to the Registrar of Companies. The Auditor
reported on those accounts; their report was unqualified and did not
contain a statement under s498 (2) or (3) of the Companies Act 2006.
17. 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 www.albion-ventures.co.uk/ourfunds/AADV.htm.
Albion Development VCT PLC - investment portfolio by sector:
http://hugin.info/142961/R/1849600/645751.pdf
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: Albion Development VCT PLC - D Shares via Globenewswire
HUG#1849600
http://www.closeventures.co.uk
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