TIDMAQT3
RNS Number : 3645M
Acuity VCT 3 PLC
21 May 2010
ACUITY VCT 3 PLC ("the Company" or "the Fund")
Unaudited Half Year Results for the Period Ended 31 March 2010
In accordance with DTR 6.3.5 the Half Year Results of Acuity VCT 3 Plc for the
Period ended 31 March 2010 are made available below.
The figures and financial information in respect of the year ended 30 September
2009 have been delivered to the Registrar of Companies and included the
Auditors' Report which was unqualified.
Copies of the Half Yearly Accounts to 31 March 2010 will be sent to shareholders
shortly and will thereafter be available from the Company's Registered Office.
The full Half Year Report can be accessed via the website
www.acuitycapital.co.uk
References in this announcement to Acuity VCT 3 Plc have been abbreviated to
"the Company" or "the Fund". References to the Investment Manager, Acuity
Capital Management Limited, have been abbreviated to "Acuity Capital".
For further information:
Nick Ross, Acuity VCT 3 Plc: 0207 306 3901
+--------------------------------------------+----------+----------+----------+----------+
| Financial Highlights | | | | |
+--------------------------------------------+----------+----------+----------+----------+
| (Unaudited) | | | | |
+--------------------------------------------+----------+----------+----------+----------+
| | | | | |
+--------------------------------------------+----------+----------+----------+----------+
| | | | | |
+--------------------------------------------+----------+----------+----------+----------+
| | | | | |
+--------------------------------------------+----------+----------+----------+----------+
| Six months ended 31 March | | 2010 | | 2009 |
+--------------------------------------------+----------+----------+----------+----------+
| | | | | |
+--------------------------------------------+----------+----------+----------+----------+
| | | | | |
+--------------------------------------------+----------+----------+----------+----------+
| Net Assets | | GBP30.5m | | GBP27.6m |
+--------------------------------------------+----------+----------+----------+----------+
| Net asset value per ordinary share | | 88.7p | | 78.9p |
+--------------------------------------------+----------+----------+----------+----------+
| Dividend paid per ordinary share | | 1.0p | | 0.0p |
+--------------------------------------------+----------+----------+----------+----------+
| Cumulative return to shareholders since | | | | |
| launch | | | | |
+--------------------------------------------+----------+----------+----------+----------+
| Dividends paid per ordinary share | | 4.5p | | 3.5p |
+--------------------------------------------+----------+----------+----------+----------+
| Net asset value plus dividends paid per | | 93.2p | | 82.4p |
| ordinary share | | | | |
+--------------------------------------------+----------+----------+----------+----------+
CHAIRMAN'S STATEMENT
Results
As at 31 March 2010 the unaudited Net Asset Value was 88.7p per ordinary share.
This represents a total Net Asset Value plus dividends paid to date per ordinary
share of 93.2p.
In the six month period under review, the Net Asset Value per ordinary share
increased by 4%, which compares with the FTSE All-share and the FTSE AIM
All-share Indices which rose by 9% and 10% respectively. The increase in the
FTSE AIM All Share Index was largely driven by the gains in the Basic Resources
and Oil and Gas sectors as confidence of renewed growth gained ground.
Measured from 30 September 2007 against the background of the recession which
has dominated the last few years, your Company's total Net Assets Value plus
dividends paid to date has declined by 6% against a decrease in the comparable
indices of 12% and 37% respectively.
Portfolio
The qualifying investment portfolio is comprised of 16 companies, the majority
of which are unquoted. On the whole, the underlying trading of the portfolio
remains promising.
In the period under review a net total of GBP1.2 million was invested in
unquoted qualifying companies, principally Loseley Dairy Ice Cream, an ice cream
manufacturer, and Future Noise, a music catalogue exploitation business. Over
the same period, the Company received proceeds of approximately GBP1.6 million
from the realisation of a range of liquidity investments. The largest such
realisation was the sale of GBP0.4 million held in Electra Private Equity Plc.
Dividends
On 5 February 2010, an interim dividend of 1p was paid to ordinary shareholders
on the Register of Members at the close of business on 29 December 2009.
Buy-Back Programme
In December 2009, the Board announced.that it would re-instate its buy back
programme and authorised the purchase of the Company's own shares in the market
up to the lesser amount of 10% of the issued share capital of the Company and
the value of GBP500,000 at a maximum price representing a discount of 15% to the
last published NAV per ordinary share of the Company. To date, the Company has
acquired 554,299 ordinary shares for GBP288,000 and an average cost per ordinary
share of 51.9p.
VCT Qualifying Status
The Company continues to meet its qualifying tests.
Top Up Offer
On 4 March 2010, we launched a Top Up Offer of up to 2,175,000 new shares in the
Company. The Offer remains open until 30 June 2010 and any shareholder
interested in taking up the opportunity to acquire shares in the Company should
contact Zoe Payman at Acuity Capital on 020 7306 3924. The Offer Document and
Application Forms are available via www.acuitycapital.co.uk.
Outlook
With significant levels of economic and political uncertainty remaining, the
Board remains cautious. However, there are signs that the economy will slowly
return to growth and that your Company will begin to demonstrate its underlying
strength.
Stuart Stradling
Chairman
21 May 2010
INVESTMENT STRATEGY
Investment Objective
In accordance with the Prospectus dated 14 October 2005, the Company's objective
is to achieve capital gains and maximise UK tax-free income to its shareholders
from dividends and capital distributions. It is intended that this objective
will be achieved by investing the majority of the Company's funds in a portfolio
of Qualifying Investments as described under "Investment Strategy" below.
Investment Strategy
The Company offers investors the opportunity to gain access to the venture
capital market.
The investment focus of the Investment Manager has been to seek out established
companies, most of whom are cash positive, in preference to early stage
opportunities.
In addition, investments are normally structured as a mixture of equity and loan
stock. The loan stock represents the majority of the finance provided.
Typically, funds managed by Acuity Capital own a significant portion of the
equity of the investee company.
This investment focus, combined with a diversified sector strategy and the
typical investment structure, will, in the opinion of the Directors, contribute
materially to reducing the overall risk of investing in smaller companies.
As at 31 March 2010, the Company was invested in 16 qualifying companies.
As at 31 March 2010, the Company had no bank indebtedness.
The Directors do not wish the Company to be restricted by having a fixed limit
on what exposure to gearing it may have, apart from the restriction in the
Company's Articles, which limits borrowing to an amount equal to its adjusted
capital and reserves.
Co-investment
The Company also invests alongside another Acuity VCT which will enable
shareholders to participate in larger unquoted transactions, which tend to have
a lower risk profile than smaller venture capital investments.
Qualifying Investments
The Company intends to invest in companies that it believes have a high growth
potential. In the Directors' opinion, each of these companies should generally
reflect the following criteria:
· A well defined business plan and ability to demonstrate strong demand for
its products or services;
· Products or services that can be supplied at sustainable high margins and
be cash generative;
· Objectives of management and shareholders to be similarly aligned;
· Adequate capital resources or access to further resources to achieve the
targets set out in the business plan; and
· High calibre management teams.
The Company seeks to invest in a diversified portfolio of unquoted, PLUS traded
and AIM quoted companies and will not specialise unduly in any particular
industry sector. Unquoted investments will typically be in companies where the
Company believes that there are reasonable prospects of an exit through a trade
sale or flotation in the medium term.
There are no criteria set by the Directors regarding the size of the target
companies, except that an investee company's gross assets must comply with
current UK VCT legislation. Investments in start-up companies where, in the
opinion of the Company, levels of risk are unacceptably high, in particular the
technology sector, will generally be avoided.
As at 31 March 2010, the Company had invested approximately 82% of its total net
funds by valuation in a total of 16 qualifying companies. The average investment
size at cost is GBP1.2 million.
Non-Qualifying Investments
Associated Funds
As at 31 March 2010, 12% of total net funds by valuation of the Company was
invested in CF Acuity Real Active Management Fund, and in Electra Private Equity
Plc. In order to fund investments in qualifying companies and provide liquidity,
it is expected that the Company's investments in Electra Private Equity Plc and
in CF Acuity Real Active Management Fund will continue to be progressively
reduced.
Cash Management
As at 31 March 2010, 3% of the total net funds by valuation of the Company was
held in cash to provide immediate liquidity.
Risk Management
Since the Company is flexible with regard to those areas in which it invests, it
aims to achieve a significant degree of diversification and to spread risk by
investing in unquoted, PLUS traded and AIM quoted companies. It is also
intended that the investment emphasis will be on capital protection and
maximising income yield.
In addition, there is no emphasis on any particular industry sector and the
non-qualifying investments have a high level of in-built diversification. The
Company is restricted to investing no more than 15% of the value of its total
assets at the time of investment in any one individual qualifying investment or
non-qualifying investment.
INVESTMENT MANAGER'S REVIEW
Performance
In the period, the Net Asset Value per ordinary share plus dividends paid to
date increased 4% to 93.2p, which compares with an increase of 9% in the FTSE
All-share Index, a measure that covers the largest UK companies, and 10% in the
FTSE AIM All-share Index, a barometer for smaller companies.
Portfolio declines included GBP0.6 million for Target Entertainment Group,
GBP0.2 million for Future Noise and GBP0.1 million for Zamano.
On the positive side, Fin Machine continues to trade well with expanding Asian
sales resulting in an increase in value of GBP0.9 million.
In addition, Factory Media's digital footprint has now reached over 3 million
uniques per month for its action sports website www.mpora.com and a noticeable
upturn of advertising sales. As a result we have increased the value by GBP0.6
million.
Lastly, Defaqto's sale of its star ratings have reached new heights and better
than anticipated overall profitability. The investment was written up by GBP0.4
million to a level at which it had been held before the recession hit in earnest
in 2009.
Investment Activity
Over the period, we continued to support Loseley Dairy Ice Cream with a further
net investment of GBP0.5 million for working capital. However, in March 2010,
With a growing order book, Loseley received a further GBP1.0 million funding
from Capital for Enterprise Limited (CfEL) which should be sufficient to take
the company through to sustainable profitability.
In addition, the Company invested a further GBP0.4 million in Future Noise. The
company is experiencing strong top line growth year on year which is stressing
its working capital. We would not however expect any further investment to be
needed by Future Noise.
Lastly additional investments were made in Brand Acquisitions, the retailer of
the Peter Werth mens clothing brand, of GBP0.1 million as part of its
acquisition of the Pink Soda women's brand, and GBP0.2 million in Red Reef
Media, the publisher of TNT, to pay deferred consideration agreed when the
company was acquired from its previous owners.
Deal Flow
We continue to see a number of interesting investment proposals, but our primary
focus has been on the current investments. While the economic conditions are
improving gradually, credit continues to remain scarce with the result that our
portfolio companies are presented with unique opportunities to solidify their
competitive position.
PORTFOLIO SUMMARY
(Unaudited)
+-----------------+---------+-----------+-------------+-----------+
| | | | Performance | |
| | | | | |
+-----------------+---------+-----------+-------------+-----------+
| Qualifying | Cost | Valuation | in | % of |
| Investments | | | Period | Portfolio |
+-----------------+---------+-----------+-------------+-----------+
| at 31 March | GBP'000 | GBP'000 | GBP'000 | by |
| 2010 | | | | Value |
+-----------------+---------+-----------+-------------+-----------+
| Amber Taverns | 500 | 581 | 38 | 2.0% |
+-----------------+---------+-----------+-------------+-----------+
| Brand | 1,900 | 1,871 | (7) | 6.5% |
| Acquisitions | | | | |
| Limited | | | | |
+-----------------+---------+-----------+-------------+-----------+
| Connect 2 Play | 2,000 | 2,200 | - | 7.6% |
+-----------------+---------+-----------+-------------+-----------+
| Defaqto Group | 1,285 | 1,865 | 401 | 6.5% |
| Limited | | | | |
+-----------------+---------+-----------+-------------+-----------+
| Factory Media | 1,925 | 3,482 | 631 | 12.1% |
+-----------------+---------+-----------+-------------+-----------+
| Fin Machine | 2,150 | 6,679 | 864 | 23.2% |
| Company | | | | |
+-----------------+---------+-----------+-------------+-----------+
| Future Noise | 1,223 | 1,004 | (187) | 3.5% |
+-----------------+---------+-----------+-------------+-----------+
| Jelf | 250 | 97 | (45) | 0.3% |
+-----------------+---------+-----------+-------------+-----------+
| Loseley Dairy | 1,198 | 1,802 | 144 | 6.2% |
| Ice Cream Ltd | | | | |
+-----------------+---------+-----------+-------------+-----------+
| Managed | 888 | 129 | (40) | 0.4% |
| Support | | | | |
| Services | | | | |
+-----------------+---------+-----------+-------------+-----------+
| Mount | 759 | 677 | 49 | 2.3% |
| Engineering | | | | |
+-----------------+---------+-----------+-------------+-----------+
| Munro Global | 1,615 | 2,070 | (15) | 7.2% |
+-----------------+---------+-----------+-------------+-----------+
| Red Reef Media | 1,488 | 1,306 | 23 | 4.5% |
| Ltd | | | | |
+-----------------+---------+-----------+-------------+-----------+
| Sport Media | 500 | 18 | (8) | 0.1% |
| Group | | | | |
+-----------------+---------+-----------+-------------+-----------+
| Target Group | 2,000 | 908 | (559) | 3.1% |
+-----------------+---------+-----------+-------------+-----------+
| Zamano | 750 | 452 | (124) | 1.6% |
+-----------------+---------+-----------+-------------+-----------+
| Sub Total | 20,431 | 25,141 | 1,165 | 87.1% |
+-----------------+---------+-----------+-------------+-----------+
| Non Qualifying | | | | |
| Investments | | | | |
+-----------------+---------+-----------+-------------+-----------+
| CF Acuity Real | 218 | 197 | (26) | 0.7% |
| Active Mgt Fnd | | | | |
+-----------------+---------+-----------+-------------+-----------+
| Electra | 3,390 | 3,507 | 325 | 12.2% |
| Private Equity | | | | |
+-----------------+---------+-----------+-------------+-----------+
| Sub Total | 3,608 | 3,704 | 299 | 12.9% |
+-----------------+---------+-----------+-------------+-----------+
| Total | 24,039 | 28,845 | 1,464 | 100% |
| Investments | | | | |
+-----------------+---------+-----------+-------------+-----------+
CO-INVESTMENT ARRANGEMENTS
Co-investment Arrangements with other Acuity VCTs
The Directors welcome the fact that the Investment Manager has three VCT pools
of funds, Acuity Growth VCT Plc Ordinary Share pool, Acuity Growth VCT Plc C
Share pool and Acuity VCT 3 Plc (together "the Acuity VCTs"), that it can use
for co-investment. This allows each fund to spread its investment risk and gain
access to larger investments than it could do on its own. Where a co-investment
opportunity arises between the Company and one or more of the other funds, the
Company will invest in an agreed and consistent proportion, on the same terms
and in the same securities as the funds with which it co-invests. Costs
associated with any such investment will be borne by each fund pro-rata to its
investment.
In more detail, the Board has adopted a set of guidelines on its co-investment
arrangements with the Acuity VCTs and the Investment Manager as follows:-
Other than as set out below, investments will be allocated between the Company
and the Acuity VCTs by reference to the size of each fund and to each fund's
available cash resources.
Where an opportunity arises for a second or subsequent round of investment in a
company in which one of the Acuity VCTs has invested at an earlier stage, the
fund holding the existing investment will have a preferential right to take up
any pro-rata entitlement it may have in the new financing round. The amount it
invests on this basis will not be taken into account in determining its
co-investment share thereafter.
The Company will make an investment in which one or more of the Acuity VCTs have
existing investments only when the Board considers that to be in the best
interests of the Company.
Any potential conflict of interest in a proposed investment by one or more of
the Acuity VCTs will be referred by the Investment Manager to the Board of the
Company and the other relevant Boards; having been reviewed by the Conflict of
Interest Committee; chaired by an independent member of the Investment
Committee.
In the event of a possible conflict of interest between the Investment Manager
and the Company, the matter will be decided by those Directors who are
independent of the Investment Manager.
The Board of the Company acknowledges that the Investment Manager may
occasionally recommend an allocation of investments on a different basis from
the one described above. For example, an exception may be made to ensure that
the Company or Acuity Growth VCT Plc maintain their status as a HMRC approved
VCT, or in the interests of balancing their portfolios. A different basis may
also be necessary to meet the requirements of potential investee companies. In
these cases the Directors may use their judgement.
BUSINESS REVIEW AND RESPONSIBILITY STATEMENT
Current and Future Development
A review of the main features of the six months to 31 March 2010 is contained in
the Chairman's Statement and the Investment Manager's Review on pages 5 and 6
respectively.
The Board regularly reviews the development and strategic direction of the
Company. The Board's main focus continues to be on the Company's long-term
investment return. Attention is paid to the integrity and success of the
investment process and on factors that may have an impact on this approach. Due
regard is given to the marketing and promotion of the Company, including
effective communication with shareholders and other external parties.
A detailed review of performance during the six months to 31 March 2010 is
contained in the Investment Manager's Review on page 6.
Risk Management
Since the Company is flexible with regard to those areas in which it invests, it
aims to achieve a significant degree of diversification and to spread risk by
investing in unquoted, PLUS traded and AIM quoted companies. In addition, there
is no emphasis on any particular industry sector and even the non-qualifying
investments have quite a high level of in-built diversification. The Company is
restricted to investing no more than 15% of the value of its total assets at the
time of investment in any one individual qualifying investment or non-qualifying
investment.
The key risks facing the Company include Market Risk, Interest Rate Risk, Credit
Risk and Liquidity Risk as further detailed in Note 20 of the Notes to the
Accounts in the Company's Annual Report and Accounts to 30 September 2009. In
addition the Company is also focused on Macroeconomic Risks, Long-Term Strategic
Risk, Government Policy and Regulation Risk, Investment Risks and Operational
Risks as further detailed in the Report of the Directors in the Company's Annual
Report and Accounts to 30 September 2009. This Business Review also refers,
where appropriate, to specific risks and uncertainties and these should be
viewed in conjunction with the risks disclosed above.
Responsibility Statement of the Directors in respect of the Half Yearly
Financial Report
We confirm to the best of our knowledge:
· The condensed set of financial statements has been prepared in accordance
with the Statement Half Yearly Financial Reports issued by the UK Accounting
Standards Board;
· The Half Yearly Business Review includes a fair review of the information
required by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of
important events that have occurred during the first six months of the financial
year and their impact on the condensed set of financial statements; and a
description of the principal risks and uncertainties for the remaining six
months of the year; and
(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party
transactions that have taken place in the first six months of the current
financial year and that have materially affected the financial position or
performance of the entity during that period; and any changes in the related
party transactions described in the last annual report that could do so.
By order of the Board of Directors
Stuart Stradling
Chairman
Paternoster House
65 St Paul's Churchyard
London EC4M 8AB
21 May 2010
+----------+-------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+-----------+----------+
| Income Statement | | | | | | | | | | | | | |
+------------------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+-----------+----------+
| | | | | | | | | | | | | | |
+----------+-------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+----------------------+
| | | For the six | | For the six | | For the six | |
| | | months ended | | months ended | | months ended | |
+------------------------+-------+---------------------------------+--+---------------------------------+-+-------------------------------+----------+
| | | | 31 March | | | 31 March | | | 30 | |
| | | | 2010 | | | 2009 | | | September | |
| | | | | | | | | | 2009 | |
+------------------------+-------+---------+-----------------------+--+---------+-----------------------+-+---------+---------------------+----------+
| | | | | (unaudited) | | | | (unaudited) | | | | (audited) | |
+------------------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+-----------+----------+
| | | | Revenue | Capital | Total | | Revenue | Capital | Total | | Revenue | Capital | Total |
+----------+-------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+----------------------+
| | | Notes | GBP'000 | GBP'000 | GBP'000 | | GBP'000 | GBP'000 | GBP'000 | | GBP'000 | GBP'000 | GBP'000 |
+----------+-------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+----------------------+
| | | | | | | | | | | | | | |
+------------------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+-----------+----------+
| Realised | - | 26 | 26 | | - | - | - | | - | (1,154) | (1,154) | |
| gains/(losses) on | | | | | | | | | | | | |
| investments sold | | | | | | | | | | | | |
+--------------------------------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+-----------+----------+
| Investment holding | | - | 1,464 | 1,464 | | - | (6,097) | (6,097) | | - | (2,332) | (2,332) | |
| gains/(losses) | | | | | | | | | | | | | |
+------------------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+-----------+----------+
| | Income | | 103 | - | 103 | | 446 | - | 446 | | 670 | - | 670 |
+----------+-------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+----------------------+
| | Recoverable | | - | - | - | | 33 | 98 | 131 | | 33 | 98 | 131 |
| | VAT | | | | | | | | | | | | |
+----------+-------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+----------------------+
| | | | | | | | | | | | | | |
+------------------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+-----------+----------+
| | | 103 | 1,490 | 1,593 | | 479 | (5,999) | (5,520) | | 703 | (3,388) | (2,685) | |
+------------------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+-----------+----------+
| | | | | | | | | | | | | | |
+------------------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+-----------+----------+
| Investment | | (93) | (280) | (373) | | (96) | (289) | (385) | | (185) | (556) | (741) | |
| management fees | | | | | | | | | | | | | |
+------------------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+-----------+----------+
| | Other | | (126) | - | (126) | | (120) | 47 | (73) | | (297) | 124 | (173) |
| | expenses | | | | | | | | | | | | |
+----------+-------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+----------------------+
| | | | | | | | | | | | | | |
+------------------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+-----------+----------+
| | | (219) | (280) | (499) | | (216) | (242) | (458) | | (482) | (432) | (914) | |
+------------------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+-----------+----------+
| | | | | | | | | | | | | | |
+------------------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+-----------+----------+
| Return/(Loss) on | | | | | | | | | | | | | |
| Ordinary | | | | | | | | | | | | | |
| Activities | | | | | | | | | | | | | |
+------------------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+-----------+----------+
| before interest | | (116) | 1,210 | 1,094 | | 263 | (6,241) | (5,978) | | 221 | (3,820) | (3,599) | |
| and taxation | | | | | | | | | | | | | |
+------------------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+-----------+----------+
| | | | | | | | | | | | | | |
+----------+-------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+----------------------+
| | Finance | | - | - | - | | (39) | - | (39) | | (42) | - | (42) |
| | cost | | | | | | | | | | | | |
+----------+-------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+----------------------+
| | | | | | | | | | | | | | |
+------------------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+-----------+----------+
| Return/(Loss) on | | | | | | | | | | | | | |
| Ordinary | | | | | | | | | | | | | |
| Activities | | | | | | | | | | | | | |
+------------------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+-----------+----------+
| | before | | (116) | 1,210 | 1,094 | | 224 | (6,241) | (6,017) | | 179 | (3,820) | (3,641) |
| | taxation | | | | | | | | | | | | |
+----------+-------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+----------------------+
| | | | | | | | | | | | | | - |
+----------+-------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+----------------------+
| | Tax on | | - | - | - | | (61) | 61 | - | | (40) | 40 | - |
| | ordinary | | | | | | | | | | | | |
| | activities | | | | | | | | | | | | |
+----------+-------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+----------------------+
| | | | | | | | | | | | | | |
+------------------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+-----------+----------+
| Net Return/(Loss) on | | | | | | | | | | | | |
| Ordinary Activities | | | | | | | | | | | | |
+--------------------------------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+-----------+----------+
| after taxation | | (116) | 1,210 | 1,094 | | 163 | (6,180) | (6,017) | | 139 | (3,780) | (3,641) | |
+------------------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+-----------+----------+
| | | | | | | | | | | | | | |
+------------------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+-----------+----------+
| Basic and Diluted | | | | | | | | | | | | |
| Return to Shareholders | | | | | | | | | | | | |
+--------------------------------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+-----------+----------+
| per Ordinary Share | 3 | (0.3)p | 3.5p | 3.2p | | 0.5p | (17.7)p | (17.2)p | | 0.4p | (10.8)p | (10.4)p | |
+------------------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+-----------+----------+
| | | | | | | | | | | | | | |
+----------+-------------+-------+---------+---------+-------------+--+---------+---------+-------------+-+---------+---------+-----------+----------+
RECONCILIATION OF MOVEMENTS IN TOTAL SHAREHOLDERS' FUNDS
+------------------------+------+-------------+-------------+-----------+
| | | For | For | For |
| | | the | the | the |
| | | six | six | year |
| | | months | months | ended |
| | | ended | ended | |
+------------------------+------+-------------+-------------+-----------+
| | | 31 | 31 | 30 |
| | | March | March | September |
| | | 2010 | 2009 | 2009 |
+------------------------+------+-------------+-------------+-----------+
| | | (unaudited) | (unaudited) | (audited) |
+------------------------+------+-------------+-------------+-----------+
| | | GBP'000 | GBP'000 | GBP'000 |
+------------------------+------+-------------+-------------+-----------+
| | | | | |
+------------------------+------+-------------+-------------+-----------+
| Total Return on | | 1,094 | (6,017) | (3,641) |
| ordinary activities | | | | |
| after taxation | | | | |
+------------------------+------+-------------+-------------+-----------+
| Repurchase of ordinary | | (190) | - | - |
| shares | | | | |
+------------------------+------+-------------+-------------+-----------+
| Dividend payment on | | (350) | - | - |
| ordinary shares | | | | |
+------------------------+------+-------------+-------------+-----------+
| | | | | |
+------------------------+------+-------------+-------------+-----------+
| Movements in Total | | 554 | (6,017) | (3,641) |
| Shareholders' Funds | | | | |
+------------------------+------+-------------+-------------+-----------+
| Total Shareholders | | 29,965 | 33,606 | 33,606 |
| Funds as at 1 October | | | | |
+------------------------+------+-------------+-------------+-----------+
| Total Shareholders' | | 30,519 | 27,589 | 29,965 |
| Funds at the end of | | | | |
| the period | | | | |
+------------------------+------+-------------+-------------+-----------+
+------------------------------+----------+-------------+-------------+------------+
| Balance Sheet | | | | |
+------------------------------+----------+-------------+-------------+------------+
| | | | | |
+------------------------------+----------+-------------+-------------+------------+
| | | For the | For the | For the |
| | | six | six | year |
| | | months | months | ended |
| | | ended | ended | |
+------------------------------+----------+-------------+-------------+------------+
| | | 31 | 31 | 30 |
| | | March | March | September |
| | | 2010 | 2009 | 2009 |
+------------------------------+----------+-------------+-------------+------------+
| | | (unaudited) | (unaudited) | (audited) |
+------------------------------+----------+-------------+-------------+------------+
| | | GBP'000 | GBP'000 | GBP'000 |
+------------------------------+----------+-------------+-------------+------------+
| | | | | |
+------------------------------+----------+-------------+-------------+------------+
| Fixed Assets | | | | |
+------------------------------+----------+-------------+-------------+------------+
| Investments held at fair | | 28,845 | 25,244 | 27,731 |
| value | | | | |
+------------------------------+----------+-------------+-------------+------------+
| | | | | |
+------------------------------+----------+-------------+-------------+------------+
| Current Assets | | | | |
+------------------------------+----------+-------------+-------------+------------+
| Debtors | | 1,262 | 1,046 | 1,159 |
+------------------------------+----------+-------------+-------------+------------+
| Cash at bank | | 953 | 2,169 | 1,826 |
+------------------------------+----------+-------------+-------------+------------+
| | | | | |
+------------------------------+----------+-------------+-------------+------------+
| | | 2,215 | 3,215 | 2,985 |
+------------------------------+----------+-------------+-------------+------------+
| | | | | |
+------------------------------+----------+-------------+-------------+------------+
| Current Liabilities | | | | |
+------------------------------+----------+-------------+-------------+------------+
| Creditors: amounts falling | | | | |
| due | | | | |
+------------------------------+----------+-------------+-------------+------------+
| within one year | | (87) | (313) | (297) |
+------------------------------+----------+-------------+-------------+------------+
| | | | | |
+------------------------------+----------+-------------+-------------+------------+
| | | (87) | (313) | (297) |
+------------------------------+----------+-------------+-------------+------------+
| | | | | |
+------------------------------+----------+-------------+-------------+------------+
| Net Current Assets | | 2,128 | 2,902 | 2,688 |
+------------------------------+----------+-------------+-------------+------------+
| | | | | |
+------------------------------+----------+-------------+-------------+------------+
| Total Assets less current | | 30,973 | 28,146 | 30,419 |
| liabilities | | | | |
+------------------------------+----------+-------------+-------------+------------+
| Creditors: amounts falling | | | | |
| due | | | | |
+------------------------------+----------+-------------+-------------+------------+
| after more than one year | | (454) | (557) | (454) |
+------------------------------+----------+-------------+-------------+------------+
| | | | | |
+------------------------------+----------+-------------+-------------+------------+
| Net Assets | | 30,519 | 27,589 | 29,965 |
+------------------------------+----------+-------------+-------------+------------+
| | | | | |
+------------------------------+----------+-------------+-------------+------------+
| Capital and Reserves | | | | |
+------------------------------+----------+-------------+-------------+------------+
| Called-up share capital | | 344 | 350 | 350 |
+------------------------------+----------+-------------+-------------+------------+
| Special reserve | | 31,723 | 31,907 | 31,907 |
+------------------------------+----------+-------------+-------------+------------+
| Capital reserve | | (1,744) | (5,617) | (2,953) |
+------------------------------+----------+-------------+-------------+------------+
| Revenue reserve | | 196 | 949 | 661 |
+------------------------------+----------+-------------+-------------+------------+
| | | | | |
+------------------------------+----------+-------------+-------------+------------+
| Total Equity Shareholders' | | 30,519 | 27,589 | 29,965 |
| Funds | | | | |
+------------------------------+----------+-------------+-------------+------------+
| | | | | |
+------------------------------+----------+-------------+-------------+------------+
| Net Asset Value per Ordinary | | | 78.9p | 85.7p |
| Share | | 88.7p | | |
+------------------------------+----------+-------------+-------------+------------+
| | | | | |
+------------------------------+----------+-------------+-------------+------------+
| | | | | |
+------------------------------+----------+-------------+-------------+------------+
| | | As at | As at | As at |
| | | 31 | 31 | 30 |
| | | March | March | September |
| | | 2010 | 2009 | 2009 |
+------------------------------+----------+-------------+-------------+------------+
| Number of Ordinary Shares in | | 34,402,374 | 34,956,673 | 34,956,673 |
| issue at end of period | | | | |
+------------------------------+----------+-------------+-------------+------------+
| | | | | |
+------------------------------+----------+-------------+-------------+------------+
+----------------------------+----------+-------------+-------------+-----------+
| Cash Flow Statement | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| | | For the | For the | For the |
| | | six | six | year |
| | | month | month | ended |
| | | ended | ended | |
+----------------------------+----------+-------------+-------------+-----------+
| | | 31 March | 31 March | 30 |
| | | 2010 | 2009 | September |
| | | | | 2009 |
+----------------------------+----------+-------------+-------------+-----------+
| | | (unaudited) | (unaudited) | (audited) |
+----------------------------+----------+-------------+-------------+-----------+
| | | GBP'000 | GBP'000 | GBP'000 |
+----------------------------+----------+-------------+-------------+-----------+
| | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| Operating Activities | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| Investment income received | | 12 | 16 | 215 |
+----------------------------+----------+-------------+-------------+-----------+
| Bank deposit interest | | - | 17 | 1 |
| received | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| Other income | | - | 131 | 140 |
+----------------------------+----------+-------------+-------------+-----------+
| Investment management fees | | (541) | (197) | (584) |
| paid | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| Other cash payments | | (181) | (144) | (337) |
+----------------------------+----------+-------------+-------------+-----------+
| | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| Net Cash Inflow/(Outflow) | | (710) | (177) | (565) |
| from Operating Activities | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| Taxation | | - | - | - |
+----------------------------+----------+-------------+-------------+-----------+
| Corporation tax paid | | - | - | - |
+----------------------------+----------+-------------+-------------+-----------+
| | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| Investing Activities | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| Purchase of investments | | (1,488) | (3,469) | (5,167) |
+----------------------------+----------+-------------+-------------+-----------+
| Sales of investments | | 1,864 | 2,786 | 4,969 |
+----------------------------+----------+-------------+-------------+-----------+
| Receipt of funds from | | - | - | (445) |
| related parties for | | | | |
| Co-investment | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| Net Cash Outflow from | | 376 | (683) | (643) |
| Investing Activities | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| Equity Dividends Paid | | (350) | - | - |
+----------------------------+----------+-------------+-------------+-----------+
| | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| Cash Outflow before | | (684) | (860) | (1,208) |
| Financing | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| and Management of Liquid | | | | |
| Resources | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| Management of Liquid | | | | |
| Resources | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| Sale/(Purchase) of current | | - | 625 | 630 |
| asset investments | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| Net Cash Inflow/(Outflow) | | - | 625 | 630 |
| from Management | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| of Liquid Resources | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| Financing | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| Repurchase of shares | | (190) | - | - |
+----------------------------+----------+-------------+-------------+-----------+
| | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| Net Cash Inflow from | | (190) | - | - |
| Financing | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| | | | | |
+----------------------------+----------+-------------+-------------+-----------+
| (Decrease)/Increase in | | (874) | (235) | (578) |
| Cash for the Period | | | | |
+----------------------------+----------+-------------+-------------+-----------+
NOTES TO THE ACCOUNTS
1 Accounting Policies
The principal accounting policies remain unchanged from the year ended 30
September 2009.
2 Return per Ordinary Share
The revenue return per share is based on the net revenue return/(Loss) from
ordinary activities after taxation of GBP(116,000) (31.03.09: GBP163,000;
30.09.09: GBP139,000) and on 34,630,023 (31.03.09: 34,956,673 30.09.09:
34,956,673) shares, being the weighted average number of shares in issue during
the period.
The capital return per share is based on net capital (losses)/gains of
GBP1,210,000) (31.03.09: GBP(6,180,000); 30.09.09: GBP(3,780,000)) and on
34,630,023 (31.03.09: 34,956,673; 30.09.09: 34,956,673) shares, being the
weighted average number of shares in issue during the period.
The total return per ordinary share is based on total net (loss)/profit from
ordinary activities after taxation of GBP1,094,000 (31.03.09: GBP(6,017,000);
30.09.09 GBP(3,641,000)) and on 34,630,023 (31.03.09: 34,956,673; 30.09.09
34,956,673) ordinary shares, being the weighted average number of ordinary
shares in issue during the period.
There is no difference between the basic and diluted return per share because
the Company has no potentially dilutive shares in issue.
3 Dividends
A 1 pence dividend was paid from the revenue account in the period to 31 March
2010 (31.03.09: GBPnil; 30.09.09: GBPnil).
4 Related Party Transactions
Acuity Capital Management Limited (`the Manager') manages the investments of the
Company. The Manager also provides or procures the provision of secretarial,
administrative and custodian services to the Company. Under the management
agreement, the Manager receives a fee of 2.5 per cent per annum of the net
assets of the Company. This is described in more detail under the heading
Management within the Report of the Directors in the Company's Annual Report and
Accounts for the year ended 30 September 2009. During the period the Company has
incurred management fees of GBP373,000 and administrative fees of GBP33,000
payable to the Manager.
5 Going Concern
After making enquires, and bearing in mind the nature of the Company's business
and assets, the Directors consider that the Company has adequate resources to
continue in operational existence for the foreseeable future. In arriving at
this conclusion the Directors have considered the liquidity of the Company and
its ability to meet obligations as they fall due for a period of at least twelve
months from the date that these financial statements were approved. As at 31
March 2010 the company held cash balances and Money Market Funds with a combined
value of GBP953,000. Cash flow projections have been reviewed and show that the
Company has sufficient funds to meet both its contracted expenditure and its
discretionary cash outflows in the form of the share buyback programme and
dividend policy. The Company has no external loan finance in place and therefore
is not exposed to any gearing covenants.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR ABMITMBMTBLM
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