TIDMISP
Investec Structured Products Calculus VCT plc
Half Yearly Report
31 August 2010
Investment Objective and Policy
Investment Objective
The Company's principal objectives for investors are to:
? invest in a portfolio of Structured Products and Venture Capital Investments
that will provide investment returns sufficient to allow the Company to
maximise annual dividends and an interim return by way of a special dividend or
cash offer for shares on or before an interim return date;
? generate sufficient returns to build a portfolio of Venture Capital
Investments that will provide attractive long-term returns within a tax
efficient vehicle beyond an interim return date;
? review the appropriate level of dividends annually to take account of
investment returns achieved and future prospects; and
? maintain VCT status to enable qualifying investors to retain their income tax
relief of up to 30 per cent. on the initial investment and receive tax-free
dividends and capital growth.
Investment Policy
Asset allocation
It is intended that approximately 75 per cent. of the monies raised by the
Company will be invested within 60 days in a portfolio of Structured Products.
The balance will be used to meet initial costs and invested in cash or near
cash assets (as directed by the Board) and will be available to invest in
Venture Capital Investments, as well as to fund ongoing expenses.
In order to qualify as a VCT, at least 70 per cent. of the Company's assets
must be invested in Venture Capital Investments within approximately three
years. Thus, in respect of monies raised from time to time, there will be a
phased reduction in the Structured Products portfolio and corresponding build
up in the portfolio of Venture Capital Investments to achieve and maintain this
70 per cent. threshold along the following lines:
Average Exposure per Year Year 1 Year 2 Year 3 Year 4 Year 5 Year 6+
Structured Products and cash/ 85% 75% 35% 25% 25% 0%
near cash
Venture Capital Investments 15% 25% 65% 75% 75% 100%
Note: the investment allocation set out above is only an estimate and the
actual allocation will depend on market conditions, the level of opportunities
and the comparative rates of returns available from Venture Capital Investments
and Structured Products.
The combination of the Structured Products and Venture Capital Investments will
be designed to produce ongoing capital gains and income that will be sufficient
to maximise both annual dividends for the first five years from funds being
raised and an interim return by an interim return date by way of a special
dividend or cash tender offer for shares. After the interim return date, unless
Investec Structured Products are requested to make further investments in
Structured Products, the relevant fund will be left with a portfolio of Venture
Capital Investments managed by Calculus Capital with a view to maximising
long-term returns. Such returns will then be dependent, both in terms of amount
and timing, on the performance of the Venture Capital Investments.
The portfolio of Structured Products will be constructed with different issuers
and differing maturity periods to minimise risk and create a diversified
portfolio. The maximum exposure to any one issuer will be limited to 15 per
cent. of the assets of the Company at the time of investment. Structured
Products can and may be sold before their maturity date if required for the
purposes of making Venture Capital Investments and Investec Structured Products
have agreed to make a market in the Structured Products, should this be
required by the Company.
The intention for the portfolio of Venture Capital Investments is to build a
diverse portfolio of primarily established unquoted companies across different
industries and investments may be by way of loan stock and/or redeemable
preference shares as well as ordinary shares to generate income. The amount
invested in any one sector and any one company will be no more than
approximately 20 per cent. and 10 per cent. respectively of the Venture Capital
Investments portfolio.
The Board and its Managers will review the portfolio of investments on a
regular basis to assess asset allocation and the need to realise investments to
meet the Company's objectives or maintain VCT status. Where investment
opportunities arise in one asset class which conflicts with assets held or
opportunities in another asset class, the Board will make the investment/
divestment decision.
Under its Articles, the Company has the ability to borrow a maximum amount
equal to 25 per cent. of the aggregate amount paid on all shares issued by the
Company (together with any share premium thereon). The Board will consider
borrowing if it is in the shareholders' interests to do so. In particular,
because the Board intends to minimise cash balances, the Company may borrow on
a short-term to medium-term basis (in particular, against Structured Products)
for cashflow purposes and to facilitate the payment of dividends and expenses
in the early years.
The Company will not vary the investment objective or the investment policy, to
any material extent, without the approval of shareholders. The Company intends
to be a generalist VCT investing in a wide range of sectors.
Risk diversification
The Board controls the overall risk of the Company. Calculus Capital will
ensure the Company has exposure to a diversified range of Venture Capital
Investments from different sectors. Investec Structured Products will ensure
the Company has exposure to a diversified range of Structured Products. The
Board believes that investment in these two asset classes provides further
diversification.
Co-investment policy
Calculus Capital has a co-investment policy between its various funds whereby
investment allocations are generally offered to each party in proportion to
their respective funds available for investment, subject to: (i) a priority
being given to any of the funds in order to maintain their tax status; (ii) the
time horizon of the investment opportunity being compatible with the exit
strategy of each fund; and (iii) the risk/reward profile of the investment
opportunity being compatible with the target return for each fund. The terms of
the investments may differ between the parties. In the event of any conflicts
between the parties, the issues will be resolved at the discretion of the
independent Directors, designated members and committees. It is not intended
that the Company will co-invest with Directors or members of the Calculus
Capital management team (including family members).
In respect of the Venture Capital Investments, funds attributable to separate
share classes will co-invest (i.e. pro rata allocation per fund, unless one of
the funds has a pre-existing investment where the incumbent fund will have
priority, or as otherwise approved by the Board). Any potential conflict of
interest arising will be resolved on a basis which the Board believes to be
equitable and in the best interests of all shareholders. A co-investment policy
is not considered necessary for the Structured Products.
Valuation policy
Unquoted investments will be valued at fair value in accordance with IPEVCA
guidelines. Investments in AIM, PLUS Markets traded companies and the
Structured Products will be valued at the prevailing bid price.
Investment Managers
Calculus Capital Limited has been appointed to manage the Venture Capital
Investments portfolio (VCT qualifying investments).
Investec Structured Products (a trading name of Investec Bank plc) has been
appointed to manage the Structured Products portfolio (non VCT qualifying
investments).
Financial Review
7 Months to
31 August 2010
Total return
Total return GBP2,000
Total return per ordinary share 0.06p
Revenue
Net loss after tax GBP(42,000)
Revenue return per ordinary share (1.35)p
As at 31 August
2010
Assets (investments valued at bid market prices)
Net assets GBP3,657,000
Net asset value ("NAV") per ordinary share 94.55p
Mid market quotation
Ordinary shares 99.50p
Premium to mid price NAV 5.24%
Chairman's Statement
I am delighted to present your Company's results for the period ended 31 August
2010. The Investec Structured Products Calculus VCT plc is a tax efficient
listed company which aims to address shareholder needs for:
? attractive tax free dividends;
? a clear strategy for returning capital;
? downside protection through the Structured Products portfolio and investment
in lower risk VCT qualifying companies with a high percentage of investments in
loan stock and preference shares; and
? low annual management fees.
The Company, which launched in March 2010, is a joint venture between Investec
Structured Products, part of Investec Plc, which is a member of the FTSE 100,
and Calculus Capital Limited. Despite launching late in the tax year, the
Company nevertheless raised a creditable GBP3.87 million (before expenses). Your
Board showed its confidence by investing, in aggregate, GBP345,000 and the
Company's Managers, Investec and Calculus Capital, invested, in aggregate, GBP
780,000 representing over GBP1 million in total. The two Managers have commenced
implementing the Company's investment plans. Investec has invested
approximately 68 per cent. of funds in a range of Structured Products of
varying durations and counterparties and Calculus has made its first qualifying
investment.
The net asset value of the ordinary shares was 94.6p as at 31 August 2010, and
has subsequently risen to 98.0p as at 30 September 2010.
Fundraising
Following shareholder approval, a further ordinary share offer was launched in
September 2010 to raise up to GBP10 million, and it is expected that this offer
will close no later than 10 December 2010. In addition, your Board intends to
launch an offer for a new class of C shares, which will be managed separately
from the existing ordinary shares. The C share offer aims to raise up to GBP25
million and it is expected that this offer will run until the end of April
2011.
The C shares, as a new separate class, will be issued at GBP1 per share, and the
funds raised by the issue of C shares will be managed and accounted for
separately by the Company. The segregation of the Company's assets into two
funds will mean that the holders of ordinary shares will be exclusively
entitled to receive the net returns flowing from the investments made out of
the ordinary shares fund, whilst the holders of C shares will be exclusively
entitled to receive the returns flowing from investments made out of the C
shares fund. Each fund will bear its pro rata share (based on net assets) of
the annual running costs of the Company, unless expenses can be attributed to a
particular fund. Both offers seek to further increase the size of the Company
over which the annual running costs can be spread and to provide greater
opportunities for diversification.
Structured Products Portfolio
Our non-qualifying investments are managed by Investec Structured Products. As
at 31 August 2010, your Company held a portfolio of six Structured Products
based on the FTSE 100 Index. The products differ by duration and counterparty.
New funds raised under the new ordinary share offer will be used to buy, where
possible, additional amounts of the existing Structured Products as well as
Structured Products from other credit worthy providers.
As set out in the circular to shareholders dated 10 August 2010, up to 20 per
cent. of the Structured Products portfolio of the C shares fund will be able to
be invested in other indices besides the FTSE 100 Index.
Venture Capital Investments
Calculus Capital manages the portfolio of VCT qualifying investments made by
the Company. It is intended that, within three years of launch, approximately
75 per cent. of the Company's funds will be invested in a diversified portfolio
of holdings in unquoted VCT qualifying companies. In order to achieve this,
there will be a phased reduction in the Structured Products portfolio and a
corresponding increase in the portfolio of Venture Capital Investments.
In July 2010, the Company made its first VCT qualifying investment. GBP250,000
was invested in Terrain Energy Limited ("Terrain"), as part of a GBP750,000
fundraising round. Terrain was established in October 2009 to develop a
portfolio of onshore oil and gas production and development interests in areas
of low political risk, with the current focus being the UK. Terrain currently
has interests in four licences, all located in the East Midlands. The licences
include fields in production, fields scheduled for near term production or
rejuvenation and exploration prospects. The funds will be used to further
develop the existing licences and for the acquisition of additional licence
interests.
A more detailed analysis of the investment portfolios can be found in the
respective Investment Managers' Reviews that follow this statement.
Dividend
In line with our aim to provide a regular tax-free dividend stream, the
Directors intend to pay to holders of ordinary shares an annual dividend of
5.25p, with the first dividend scheduled for payment following the Company's
AGM in 2011 (subject to the performance of the Company and available reserves).
Developments since the Period End
Since the period end, the Company has issued 115,830 ordinary shares under the
ordinary share offer, raising GBP120,000.
The Company has received confirmation from the Registrar of Companies of the
registration of the Court Order dated 20 October 2010 confirming cancellation
of the Company's share premium account, as approved by shareholders at the
general meeting held on 22 February 2010.
Outlook
Promising and entrepreneurial unquoted companies of the kind backed by the
Investec Structured Products Calculus VCT are a key element in the country's
economic recovery. The decline in provision of other forms of funding for
promising companies, such as bank finance, or an active smaller companies
Initial Public Offering market, provides an attractive investment scenario.
Your Board and Managers believe your Company is well placed to take advantage
of these opportunities, in particular at a time when valuations are still low
by historic standards.
Chris Wightman
Chairman
29 October 2010
Investment Manager's Review (Qualifying Investments)
Portfolio Developments
Calculus Capital Limited manages the portfolio of qualifying investments made
by the Company. It is intended that approximately 75 per cent. of the Company's
funds will be invested over a three year period in a diversified portfolio of
holdings in unquoted qualifying companies.
As at 31 August 2010, the Company had made one qualifying investment. In July,
the Company invested in Terrain Energy Limited ("Terrain"). Terrain was
established in October 2009 to develop a portfolio of onshore oil and gas
production and development assets in the East Midlands. The balanced portfolio
of licences includes currently oil producing, scheduled for near term
production and exploration or rejuvenation projects. The funds raised will be
used to increase production by maximising the potential of the existing
portfolio and through the acquisition of further licence interests.
Oil is produced currently from the Keddington field and the ongoing evaluation
of this field is expected to lead to increased field production and revenues
during 2011 with the drilling of additional wells. Further development of the
rest of the portfolio is also planned for 2011. Keddington also produces large
volumes of gas and the use of the gas for electricity generation and export to
the grid is under evaluation.
As Terrain was established in October 2009, it has not yet filed statutory
accounts.
Latest Audited Results Investment Information
No statutory accounts have Total cost GBP250,000
been filed
Income recognised in year GBPnil
Valuation basis: Fair value Equity valuation GBP50,000
based on cost
of investment Loan stock valuation GBP200,000
Voting rights 2.1%
Other funds managed by Calculus Capital have an interest in this company and
have a combined equity holding of 31.9 per cent.
As at the period end, GBP250,000 had been invested in qualifying holdings,
representing approximately 6.9 per cent. of the net funds raised from the issue
of ordinary shares.
Outlook
The Manager continues to see a healthy pipeline of qualifying unquoted
companies raising funds at reasonable valuations. The Company is building a
diversified portfolio of good quality qualifying investments which the Manager
believes will deliver sustained long-term performance.
Calculus Capital Limited
29 October 2010
Investment Manager's Review (Structured Products)
In line with the Company's strategy set out in the original Offer document, a
large percentage of the initial cash raised has been used to build a portfolio
of Structured Products. The portfolio of Structured Products has been
constructed with different issuers and differing maturity periods to minimise
risk and create a diversified portfolio. The FTSE 100 Initial Index Levels for
these investments range from 4,805.75 to 5,341.93.
All of the Structured Product investments to date have potential returns that
are by way of a fixed amount payable as long as the Final Index Level is higher
than the Initial Index Level (e.g. for the Abbey National Treasury Services
Structured Product the fixed amount is 85 per cent. (plus 100 per cent. of the
initial notional amount) if the Final Index Level is higher than the Initial
Index Level of 4,940.68). All of the products have capital at risk on a
one-to-one basis if the FTSE 100 falls by more than 50 per cent. and fails to
recover at maturity.
At the end of the reporting period the FTSE 100 closing level was 5,225.20. The
total amount invested in Structured Products during the period was GBP2,442,980,
representing 68 per cent. of the net funds raised. As at 31 August 2010 the
Structured Products portfolio was valued at GBP2,498,364. At the time of writing,
the FTSE 100 closing level was 5,646.02 (close 27 October 2010) which has had a
strong positive effect on the performance of the Structured Products portfolio.
The Investment Manager constantly reviews the portfolio of investments to
assess asset allocation and the need to realise investments.
Structured Products Portfolio as at 31 August 2010
Price Valuation
FTSE 100 as at as at
Initial Notional Purchase 31 31 Return/
Index August August Capital
Issuer Strike Maturity Level Investment Price Cost 2010 2010 at Risk
Date Date ("CAR")
The 05/05/10 12/05/15 5,341.93 GBP275,000 GBP0.9600 GBP264,000 GBP0.9005 GBP247,638 162.5%
Royal if
Bank of FTSE100*
Scotland higher;
CAR if
FTSE100
falls
by more
than 50%
Investec 14/05/10 19/11/15 5,262.85 GBP500,000 GBP0.9791 GBP489,500 GBP0.9813 GBP490,636 185% if
Bank FTSE100*
higher;
CAR if
FTSE100
falls
by more
than
50%
Abbey 25/05/10 18/11/15 4,940.68 GBP350,000 GBP0.9898 GBP346,430 GBP1.0783 GBP377,405 185% if
National FTSE100*
Treasury higher;
Services CAR if
FTSE100
falls
by more
than
50%
The above investments have been designed to meet the 43.75p per ordinary share
interim return by 14 December 2015. A total of GBP1,099,980 (30 per cent. of net
monies raised) was invested in the above Structured Products. Assuming no
issuer defaults and if the FTSE 100 Final Index Level is higher than the
Initial Index Level, then these investments will return GBP2,019,375, equivalent
to 52.21p per ordinary share.
Price Valuation
FTSE 100 as at as at
Initial 31 31 Return/
Index Notional Purchase August August Capital
Issuer Strike Maturity Level Investment Price Cost 2010 2010 at Risk
Date Date ("CAR")
Nomura Bank 28/05/10 20/02/13 5,188.43 GBP350,000 GBP0.9800 GBP343,000 GBP0.9811 GBP343,385 137% if
International FTSE100*
higher;
CAR if
FTSE100
falls
by more
than
50%
Morgan 10/06/10 17/12/12 5,132.50 GBP500,000 GBP1.0000 GBP500,000 GBP1.0318 GBP515,900 134% if
Stanley FTSE100*
International higher;
CAR if
FTSE
100
falls
by more
than
50%
HSBC 01/07/10 06/07/12 4,805.75 GBP500,000 GBP1.0000 GBP500,000 GBP1.0468 GBP523,400 125.1%
if
FTSE100*
higher;
CAR if
FTSE100
falls
by more
than
50%
The above investments mature prior to year 3 and target an average return of
13.17 per cent. per annum. These investments can be sold prior to maturity if
it is deemed that a greater return can be made by Calculus Capital in
qualifying investments.
* The Final Index Level is calculated using `averaging', meaning that we take
the average of the closing levels of the FTSE 100 on each Business Day over the
2 - 6 months of the Structured Product plan term (the length of the averaging
period may differ for each plan). The use of averaging to calculate the return
can reduce adverse effects of a falling market or sudden market falls shortly
before maturity. Equally, it can reduce the benefits of an increasing market or
sudden market rises shortly before maturity.
Investec Structured Products
29 October 2010
Investment Portfolio
As at 31 August 2010
Sector
Sector %
Structured 91%
Products
Unquoted 9%
Investments
100%
Net assets
Net assets %
Structured Products 68%
Unquoted - loan stock 6%
Unquoted - ordinary and 1%
preference shares
Net current assets 25%
100%
Book Cost Valuation % of Net % of
Company Nature of GBP'000 GBP'000 Assets Portfolio
Business
Structured Products
Investec Bank Banking 490 491 13% 18%
The Royal Bank of Banking 264 248 7% 9%
Scotland
Abbey National Banking 346 377 10% 14%
Treasury Services
Nomura Bank Banking 343 343 10% 12%
International
Morgan Stanley Banking 500 516 14% 19%
International
HSBC Banking 500 523 14% 19%
Total Structured 2,443 2,498 68% 91%
Products
Qualifying
Investments
Terrain Energy Onshore oil 50 50 1% 2%
Limited and gas
production
Terrain Energy Onshore oil 200 200 6% 7%
Limited 7% Loan and gas
Stock production
Total qualifying 250 250 7% 9%
investments
Total investments 2,748 75% 100%
Net current assets
less
creditors due after 909 25%
one year
Net assets 3,657 100%
Interim Management Report and Directors' Responsibility Statement
Interim Management Report
The Company was incorporated on 1 February 2010 and commenced trading on 31
March 2010. The ordinary shares were admitted to trading on the London Stock
Exchange on 8 April 2010.
The important events that have occurred during the period under review, the key
factors influencing the financial statements and the principal risks and
uncertainties for the remaining six months of the financial year are set out in
the Chairman's Statement and Investment Managers' Reviews and below.
Principal Risks and Uncertainties facing the Company
The principal financial risks and the Company's policies for managing these
risks and the policy and practice with regard to financial instruments are
summarised in note 6 to the Financial Statements.
The Board has also identified the following additional risks and uncertainties:
Loss of approval as a venture capital trust
The Company has received provisional approval as a VCT under the Income Tax Act
2007 ("ITA 2007"). Failure to meet and maintain the qualifying requirements for
VCT status could result in the loss of tax reliefs previously obtained,
resulting in adverse tax consequences for investors, including a requirement to
repay the income tax relief obtained, and could also cause the Company to lose
its exemption from corporation tax on chargeable gains.
The Board receives regular updates from the Managers and financial information
is produced on a monthly basis. The Board has appointed an independent adviser
to monitor and advise on the Company's compliance with the VCT rules.
Venture capital investments
There are restrictions regarding the type of companies in which the Company may
invest and there is no guarantee that suitable investment opportunities will be
identified.
Investment in unquoted companies, AIM traded and PLUS Markets traded companies
involves a higher degree of risk than investment in companies traded on the
main market of the London Stock Exchange. These companies may not be freely
marketable and realisations of such investments can be difficult and can take a
considerable amount of time. There may also be constraints imposed upon the
Company with respect to realisations in order to maintain its VCT status which
may restrict the Company's ability to obtain the maximum value from its
investments.
Calculus Capital has been appointed to manage the qualifying investment
portfolio, and has extensive experience of investing in this type of
investment. Regular reports are provided to the Board.
Risks attaching to investment in Structured Products
Structured Products are subject to market fluctuations and the Company may lose
some or all of its investment. In the event of a long-term decline in the FTSE
100 Index, there will be no gains from the Structured Products. In the event of
a fall in the FTSE 100 Index of more than 50 per cent. at any time during the
Structured Product term, and where the Final Index Level is below the Initial
Index Level, there will be losses on the Structured Products.
There may not be a liquid market in the Structured Products and there may never
be two competitive market makers, making it difficult for the Company to
realise its investment. Risk is increased further where there is a single
market maker who is also the issuer of the Structured Product. Investec
Structured Products has agreed to make a market in the Structured Products,
should this be required by the Company.
Factors which may influence the market value of Structured Products include
interest rates, changes in the method of calculating the relevant underlying
index from to time and market expectations regarding the future performance of
the relevant underlying index, its composition and such Structured Products.
Investec Structured Products has been appointed to manage the Structured
Products portfolio for its expertise in these types of financial products.
Restrictions have been agreed with Investec Structured Products relating to
approved counterparties and maximum exposure to any one counterparty.
Liquidity/marketability risk
Due to the holding period required to maintain up-front tax reliefs, there is a
limited secondary market for VCT shares and investors may therefore find it
difficult to realise their investments. As a result, the market price of the
shares may not fully reflect, and will tend to be at a discount to, the
underlying net asset value. The level of discount may also be exacerbated by
the availability of income tax relief on the issue of new VCT shares. The Board
recognises this difficulty, and has taken powers to buy back shares, which
could be used to enable investors to realise investments.
Regulatory breaches
The Company is subject to compliance with the Companies Act 2006, the rules of
the UK Listing Authority and ITA 2007. A breach of any of these could lead to
suspension of the listing of the Company's shares on the Stock Exchange and/or
financial penalties, with the resulting reputational implications.
Changes to legislation/taxation
Changes in legislation or tax rates concerning VCTs in general, and venture
capital investments and qualifying trades in particular, may limit the number
of new venture capital investment opportunities, and thereby adversely affect
the ability of the Company to achieve or maintain VCT status, and/or reduce the
level of returns which would otherwise have been achievable.
Engagement of third party advisers
The Company has no employees and relies on services provided by third parties.
The Board has appointed Calculus Capital as Manager of the qualifying
investment portfolio and Investec Structured Products as Manager of the
Structured Products portfolio. Capita Sinclair Henderson Limited provides
administration, accounting and company secretarial services, and Rensburg
Sheppards act as custodian.
Responsibility Statement
The Directors confirm that to the best of their knowledge:
? the condensed set of financial statements has been prepared in accordance
with the Statement on Half Yearly Financial Reports issued by the UK Accounting
Standards Board and gives a true and fair view of the assets, liabilities and
financial position of the Company; and
? this Half Yearly Financial Report includes a fair review of the information
required by:
a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of
important events that have occurred during the first seven 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 seven months of the current
financial year and that have materially affected the financial position or
performance of the Company during that period; and any changes in the related
party transactions described in the last annual report that could do so.
This Half Yearly Financial Report was approved by the Board of Directors on 29
October 2010 and the above responsibility statement was signed on its behalf by
Chris Wightman, Chairman.
Condensed Income Statement
for the period from 1 February 2010 to 31 August 2010 (Unaudited)
Period Ended 31 August 2010
Revenue Capital Total
Return Return
Note GBP'000 GBP'000 GBP'000
Gains on investments at fair value 6 - 55 55
through profit or loss
Income 5 - 5
Investment management fee (4) (11) (15)
Other operating expenses (43) - (43)
Profit/(loss) on ordinary (42) 44 2
activities before taxation
Taxation - - -
Profit/(loss) on ordinary (42) 44 2
activities after taxation
Return per ordinary share - basic 2 (1.35)p 1.41p 0.06p
The total column of this statement represents the Company's Income Statement.
The supplementary revenue return and capital return columns are both prepared
in accordance with the Association of Investment Companies ("AIC") Statement of
Recommended Practice ("SORP").
No operations were acquired or discontinued during the period.
All items in the above statement derive from continuing operations.
The notes form an integral part of these Financial Statements.
Condensed Reconciliation of Movements in Shareholders' Funds
for the period from 1 February 2010 to 31 August 2010 (Unaudited)
Share
Share Premium Capital Revenue
Capital Account Reserve Reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
For the period to 31 August 2010
At 1 February 2010 - - - - -
Issue of redeemable non-voting 50 - - - 50
shares
Redemption of redeemable (50) - - - (50)
non-voting shares
Issue of ordinary shares 39 3,829 - - 3,868
Ordinary share issue expenses - (213) - - (213)
Gain/(loss) for the period - - 44 (42) 2
31 August 2010 39 3,616 44 (42) 3,657
The notes form an integral part of these Financial Statements.
Condensed Balance Sheet
as at 31 August 2010 (Unaudited)
31 August
2010
Note GBP'000
Fixed assets
Investments at fair value through profit or loss 3 2,748
Current assets
Trade and other receivables 157
Cash at bank 911
1,068
Current liabilities
Trade and other payables (141)
Net current assets 927
Total assets less current liabilities 3,675
Non-current liabilities
IFA trail commission (18)
Net assets 3,657
Equity attributable to shareholders
Share capital 4 39
Share premium 3,616
Capital reserve 44
Revenue reserve (42)
Total shareholders' funds 3,657
Net asset value per ordinary share (pence) 5 94.55
The notes form an integral part of these Financial Statements.
Condensed Cash Flow Statement
for the period from 1 February 2010 to 31 August 2010 (Unaudited)
Period Ended
31 August
2010
GBP'000
Cash flows from operating activities
Net gain before taxation 2
Adjustments to reconcile net return before taxation to net cash
flows from
operating activities:
Gains on investments (55)
Increase in trade and other payables 161
Increase in trade and other receivables (159)
Purchase of investments (2,693)
Net cash flows generated from operating activities (2,744)
Financing
Issue of redeemable non-voting shares 50
Redemption of redeemable non-voting shares (50)
Issue of ordinary shares 3,868
Ordinary share issue expenses (213)
Net cash flows from financing 3,655
Net increase in cash and cash equivalents 911
Cash and cash equivalents at the start of the period -
Cash and cash equivalents at the end of the period 911
The notes form an integral part of these Financial Statements.
Condensed Notes to the Financial Statements
1. Accounting Policies
Basis of accounting
The financial information contained in this Half-Yearly Financial Report does
not constitute statutory accounts as defined in section 434 of the Companies
Act 2006, and has not been audited or reviewed by the Company's Auditors.
These Financial Statements cover the seven month period from incorporation on
1 February 2010 to 31 August 2010, and have been prepared under the historical
cost convention, except for the valuation of financial assets at fair value
through profit or loss, in accordance with applicable UK accounting standards.
In determining the analysis of total income and expenses as between capital
return and revenue return, the Directors have followed the guidance contained
in the AIC SORP, as revised in 2009, and on the assumption that the Company
maintains VCT status.
The Company's Financial Statements are presented in Sterling.
Investments at fair value through profit or loss
The Company aims to invest in a portfolio of Structured Products and Venture
Capital Investments that will provide sufficient total returns to allow the
Company to pay annual dividends and provide long-term capital returns for
investors. As a result, all investments held by the Company are designated,
upon initial recognition, as held at fair value through profit or loss, in
accordance with FRS26. The Company manages and evaluates the performance of
these investments on a fair value basis in accordance with its investment
strategy, and information about the portfolio is provided internally on this
basis to the Board. Fair value is the amount for which an asset can be
exchanged between knowledgeable, willing parties in an arm's length
transaction. Investments held at fair value through profit or loss are
initially recognised at cost, being the consideration given and excluding
transaction or other dealing costs associated with the investment, which are
expensed and included in the capital column of the Income Statement.
Subsequently, investments are measured at fair value, with gains and losses on
investments recognised in the Income Statement and allocated to capital. All
purchases and sales of investments are accounted for on the trade date basis.
For investments actively traded in organised financial markets, fair value is
generally determined by reference to quoted market bid, or last, prices
depending on the convention of the exchange on which the investment is quoted,
at the close of business on the Balance Sheet date.
Structured Products are valued by reference to the FTSE 100 Index with mid
prices for the Structured Products provided by the product issuers. An
adjustment is made to these prices to take into account any bid/offer spreads
prevalent in the market at each valuation date. These spreads are either
determined by the issuer or recommended by the Structured Products Manager,
Investec Structured Products (a trading name of Investec Bank plc).
Returns are linked to the FTSE 100 Index by way of a fixed return that is
payable as long as the Final Index Level is no lower than the Initial Index
Level (Final Index Level and Initial Index Level being the closing (or average
closing) level of the FTSE 100 Index at the end of the relevant Index
Calculation Period (being the relevant period over which the Initial and Final
Index Levels are determined in accordance with the terms of the Structured
Product) for a Structured Product). All of the investments in Structured
Products in respect of the ordinary shares fund will either be capital
protected or capital at risk on a one-to-one basis where the FTSE 100 Index
falls by more than 50 per cent. and the Final Index Level is below the Initial
Index Level. If the FTSE 100 Index does fall by more than 50 per cent. at any
time during the investment period and fails to recover at maturity, the capital
will be at risk on a maximum one-to-one basis (i.e. if the FTSE 100 Index falls
by more than 50 per cent. during the investment period and on maturity is down
25 per cent., capital within that Structured Product will be reduced by 25 per
cent.).
The majority of the Structured Products are designed to produce capital
appreciation, rather than income, giving rise to gains which will be tax-free
for the Company.
Unquoted investments are valued using an appropriate valuation technique so as
to establish what the transaction price would have been at the Balance Sheet
date. Such investments are valued in accordance with the International Private
Equity and Venture Capital Association ("IPEVCA") guidelines. Primary
indicators of fair value are derived from earnings multiples, recent arm's
length market transactions, net assets or, where appropriate, at cost for
recent investments or the valuation as at the previous reporting date.
Income
Dividends receivable on equity shares are recognised as income on the date on
which the shares or units are marked as ex-dividend. Where no ex-dividend date
is available, the income is recognised when the Company's right to receive it
has been established.
Interest receivable from fixed income securities is recognised using the
effective interest rate method. Interest receivable on bank deposits is
included in the Financial Statements on an accruals basis.
The gains and losses arising on investments in Structured Products are
allocated between revenue and capital according to the nature of each
Structured Product. This is dependent on the extent to which the return on the
Structured Product is capital or revenue based.
Other income is credited to the revenue column of the Income Statement when the
Company's right to receive the income has been established.
Expenses
All expenses are accounted for on an accruals basis. Expenses are charged to
the Income Statement as follows:
? expenses, except as stated below, are charged to the revenue column of the
Income Statement;
? expenses incurred in the acquisition or disposal of an investment are taken
to the capital column of the Income Statement;
? expenses are charged to the capital column of the Income Statement where a
connection with the maintenance or enhancement of the value of the investments
can be demonstrated. In this respect management fees have been allocated 75 per
cent. to the capital column and 25 per cent. to the revenue column of the
Income Statement, being in line with the Board's expected long-term split of
returns, in the form of capital gains and income respectively, from the
investment portfolio of the Company; and
? expenses associated with the issue of shares are deducted from the share
premium account. Annual IFA trail commission to 14 December 2015 has been
provided for in the Financial Statements as, due to the nature of the fund, it
is likely that this will be payable. The commission is apportioned between
current and non-current liabilities.
Expenses incurred by the Company in excess of the agreed cap, currently 3 per
cent. of the gross amount raised from the offer for subscription of ordinary
shares for the 2009/2010 and 2010/2011 tax years (excluding irrecoverable VAT,
annual trail commission and performance incentive fees), can be clawed back
from Investec Structured Products until 14 December 2015 (the interim return
date for the ordinary shares). Any claw back is treated as a credit against the
expenses of the Company.
Investment management and performance fees
Calculus Capital, as Manager of the qualifying portfolio, will receive an
annual investment management fee of an amount equivalent to 1.0 per cent. of
the net assets of the Company.
Investec Structured Products, as Manager of the Structured Products portfolio,
will not receive any annual management fees from the Company. Investec
Structured Products is entitled to an arrangement fee from the providers of
Structured Products as detailed in note 7.
The Investment Managers will each receive a performance incentive fee payable
in cash of an amount equal to 10 per cent. of dividends and distributions paid
(including the relevant distribution being offered) to holders of ordinary
shares over and above 105 pence per ordinary share (this being a 50 per cent.
return on an initial net investment of 70 pence per ordinary share taking into
account up front income tax relief) provided holders of ordinary shares have
received or been offered an interim return of at least 70 pence per share for
payment on or before 14 December 2015. Such performance incentive fees will be
paid within 10 business days of the date of payment of the relevant dividend or
distribution.
Capital reserve
The capital return component of the loss for the period is taken to the
non-distributable capital reserves within the Reconciliation of Movements in
Shareholders' Funds.
Taxation
Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the Balance Sheet date where transactions or
events that result in an obligation to pay more tax in the future have occurred
at the Balance Sheet date. This is subject to deferred tax assets only being
recognised if it is considered more likely than not that there will be suitable
profits from which the future reversals of the underlying timing differences
can be deducted. Timing differences are differences between the Company's
taxable profits and its results as stated in the Financial Statements.
Deferred tax is measured at the average tax rates that are expected to apply in
the periods in which the timing differences are expected to reverse, based on
tax rates and laws that have been enacted or substantially enacted by the
Balance Sheet date. Deferred tax is measured on a non-discounted basis.
No taxation liability arises on gains from sales of fixed asset investments by
the Company by virtue of its Venture Capital Trust status. However, the net
revenue (excluding UK dividend income) accruing to the Company is liable to
corporation tax at the prevailing rates.
Dividends
Dividends to shareholders are accounted for in the period in which they are
paid or approved in general meetings. Dividends payable to equity shareholders
are recognised in the Reconciliation of Movements in Shareholders' Funds when
they are paid, or have been approved by shareholders in the case of a final
dividend and become a liability of the Company.
2. Return per Ordinary Share
Period Ended 31 August 2010
Revenue Capital Total
pence pence pence
Return per ordinary share (1.35) 1.41 0.06
Revenue return per ordinary share is based on the net revenue loss on ordinary
activities after taxation of GBP42,000, and on 3,121,857 ordinary shares, being
the weighted average number of ordinary shares in issue during the period.
Capital return per ordinary share is based on the net capital gain for the
period of GBP44,000, and on 3,121,857 ordinary shares, being the weighted average
number of ordinary shares in issue during the period.
Total return per ordinary share is based on the net gain for the period of
GBP2,000, and on 3,121,857 ordinary shares, being the weighted average number of
ordinary shares in issue during the period.
3. Investments
31 August
2010
GBP'000
Investment portfolio summary
Investments in Structured Products 2,498
Unquoted investments 250
2,748
Financial Reporting Standard ("FRS") 29 `Financial Instruments: Disclosures'
requires an analysis of investments classified as fair value through profit or
loss, based on the reliability and significance of the information used to
measure their fair value. FRS 29 requires that the investments are classified
into a fair value hierarchy as follows:
? quoted prices (unadjusted) in active markets for identical assets or
liabilities ("level 1");
? inputs other than quoted prices included within level 1 that are observable
for the asset or liability, either directly (that is, as prices) or indirectly
(that is, derived from prices) ("level 2"); and
? inputs for the asset or liability that are not based on observable market
data (that is, unobservable inputs) ("level 3").
The level of the fair value hierarchy, within which the fair value measurement
is categorised, is determined on the basis of the lowest level input that is
significant to the fair value of the investment.
The following table analyses within the fair value hierarchy the Company's
financial assets and liabilities (by class) measured at fair value at 31 August
2010:
31 August 2010
Level 1 Level 2 Level 3 Total
GBP'000 GBP'000 GBP'000 GBP'000
Investments in Structured - 2,498 - 2,498
Products
Unquoted investments - - 250 250
- 2,498 250 2,748
Investments, whose values are based on quoted market prices in active markets,
and therefore classified within level 1, include active equities. The Company
does not adjust the quoted price for these instruments.
Financial instruments that trade in markets that are not considered to be
active but are valued based on quoted market prices, dealer quotations or
alternative pricing sources supported by observable inputs are classified
within level 2. As level 2 investments include positions that are not traded in
active markets and/or are subject to transfer restrictions, valuations may be
adjusted to reflect illiquidity and/or non-transferability, which are generally
based on available market information.
Inputs to level 3 fair values are unobservable inputs for the asset.
Unobservable inputs may have been used to measure fair value to the extent that
observable inputs are not available, thereby allowing for situations in which
there is little, if any, market activity for the asset at the measurement date
(or market information for the inputs to any valuation models). As such,
unobservable inputs reflect the assumptions the Company considers that market
participants would use in pricing the asset. Any unquoted equities, preference
shares and loan stock would be classified within this category. As explained in
note 1, unquoted investments are valued in accordance with the IPEVCA
guidelines.
There were no transfers between levels for the period ended 31 August 2010.
The following table presents the movement in level 3 instruments for the period
ended 31 August 2010, by class of financial instrument:
Period Ended
31 August 2010
Unquoted
Investments
GBP'000
Movements in investments
Opening balance -
Purchases 250
Sales -
Total gains for the year included under net gains/(losses) in -
the Income Statement
Closing balance 250
4. Share Capital
Number GBP'000
Ordinary shares of 1 pence each
As at 1 February 2010 - -
Issue of ordinary shares 3,867,917 39
Issued and fully paid at 31 August 2010 3,867,917 39
Redeemable non-voting shares of 1 pence each
As at 1 February 2010 - -
Issue of redeemable shares 5,000,000 50
Redemption of redeemable shares (5,000,000) (50)
Issued and fully paid at 31 August 2010 - -
5. Net Asset Value per Share
31 August
2010
pence
Ordinary shares of 1 pence each 94.55
The net asset value per ordinary share is based on net assets of GBP3,657,000 and
on 3,867,917 ordinary shares, being the number of shares in issue at the period
end.
6. Financial Instruments
The Company's objective is to create two portfolios to produce ongoing capital
gains and income that will be sufficient to fund an expected annual dividend of
5.25 pence per ordinary share for the first five years of the Company and
provide an expected return of at least 43.75 pence per ordinary share by 14
December 2015 (the "Interim Return Date") by way of a special dividend or cash
tender offer for shares.
Initially, a minimum of 66.5 per cent. of the monies raised by the Company has
been invested in a portfolio of Structured Products. The balance has been
invested in cash or near cash assets (as directed by the Board) and it will
then be available to invest in Venture Capital Investments, as well as to fund
expenses.
In order to qualify as a VCT, at least 70 per cent. of the Company's
investments must be invested in Venture Capital Investments within
approximately three years of the relevant funds being raised. Thus, there will
be a phased reduction in the Structured Products portfolio and corresponding
build up in the portfolio of Venture Capital Investments to achieve and
maintain this 70 per cent. threshold along the following lines:
Average Exposure per Year Year 1 Year 2 Year 3 Year 4 Year 5 Year 6+
Structured Products and cash/ 85% 75% 35% 25% 25% 0%
near cash assets
Venture Capital Investments 15% 25% 65% 75% 75% 100%
As at 31 August 2010, the Company's investment portfolio comprised 91 per cent.
Structured Products and 9 per cent. qualifying investments, by market value.
The Company's financial instruments comprise securities and cash and liquid
resources that arise directly from the Company's operations.
The principal risks the Company faces in its portfolio management activities,
as at 31 August 2010 are:
? Market price risk
? Credit risk
? Liquidity risk
The Company does not have exposure to foreign currency risk.
With many years experience of managing the risks involved in investing in
Structured Products and Venture Capital Investments respectively, both the
Investec Structured Product team and the Calculus Capital team, together with
the Board, have designed the Company's structure and its investment strategy to
reduce risk as much as possible. The policies for managing these risks are
summarised below and have been applied throughout the period under review.
a) Market price risk
Structured Products
The return and valuation of the Company's investments in Structured Products is
linked to the FTSE 100 Index by way of a fixed return that is payable as long
as the Final Index Level is no lower than the Initial Index Level.
All of the investments in Structured Products in respect of the ordinary shares
fund will be either capital protected or capital at risk on a one-to-one basis
where the FTSE 100 Index falls by more than 50 per cent. and the Final Index
Level is below the Initial Index Level. If the FTSE 100 Index does fall by more
than 50 per cent. at any time during the investment period and fails to recover
at maturity, the capital will be at risk on a maximum one-to-one basis (Capital
at Risk ("CAR")) (i.e. if the FTSE 100 Index falls by more than 50 per cent.
during the investment period and on maturity is down 25 per cent., capital
within that Structured Product will be reduced by 25 per cent.). The table
below provides details of the Initial Index Level at the date of investment and
the maturity date for each of the Structured Products. As at 31 August 2010,
the FTSE 100 Index closed at 5,225.20. As at 27 October 2010, being the last
practical date prior to the publication of these Financial Statements, the
Index had increased 8.1 per cent. to close at 5,646.02.
Initial
Strike Index Maturity
Issuer Date Level Date Return/CAR
The Royal Bank of Scotland 05/05/10 5,341.93 12/05/15 162.5% if FTSE 100
higher; CAR if FTSE
100 falls by more
than 50%
Investec Bank 14/05/10 5,262.85 19/11/15 185% if FTSE 100
higher; CAR if FTSE
100 falls by more
than 50%
Abbey National Treasury 25/05/10 4,940.68 18/11/15 185% if FTSE 100
Services higher; CAR if FTSE
100 falls by more
than 50%
Nomura Bank International 28/05/10 5,188.43 20/02/13 137% if FTSE 100
higher; CAR if FTSE
100 falls by more
than 50%
Morgan Stanley 10/06/10 5,132.50 17/12/12 134% if FTSE 100
International higher; CAR if FTSE
100 falls by more
than 50%
HSBC 01/07/10 4,805.75 06/07/12 125.1% if FTSE 100
higher; CAR if FTSE
100 falls by more
than 50%
The Final Index Level is calculated using 'averaging', meaning that the average
is taken of the closing levels of the FTSE 100 on each Business Day over the
last two to six months of the Structured Product plan term (the length of the
averaging period differs for each plan).
The Manager of the Structured Products portfolio and the Board review this risk
on a regular basis and the use of averaging to calculate the return can reduce
adverse effects of a falling market or sudden market falls shortly before
maturity. Equally, it can reduce the benefits of an increasing market or sudden
market rises shortly before maturity.
As at 31 August 2010, the value of the Company's investments in Structured
Products was valued at GBP2,498,000. A 10 per cent. increase in the level of the
FTSE 100 Index, at 31 August 2010, would have increased net assets by GBP194,000.
A 10 per cent. decrease would have reduced net assets by GBP232,000. A 10 per
cent. increase would increase the investment management fee due to Calculus
Capital by GBP164; a 10 per cent. decrease would reduce the fee by GBP197.
In recent years, the performance of the FTSE 100 Index has been volatile and
the Directors consider that an increase or decrease in the aggregate value of
investment by 10 per cent. or more is reasonably possible.
Qualifying Investments
Market risk embodies the potential for losses and includes interest rate risk
and price risk.
The Company's strategy on the management of investment risk is driven by the
Company's investment objective as outlined above. The management of market risk
is part of the investment management process. The portfolio is managed in
accordance with policies in place as described in more detail in the Chairman's
Statement and Investment Manager's Review (Qualifying Investments).
Investments in unquoted companies, AIM traded and PLUS Markets traded
companies, by their nature, involve a higher degree of risk than investments in
the main market. Some of that risk can be mitigated by diversifying the
portfolio across business sectors and asset classes.
b) Credit risk
Structured Products
The failure of a counterparty to discharge its obligations under a transaction
could result in the Company suffering a loss. In its role as the Manager of the
Structured Products portfolio and to diversify counterparty risk, Investec
Structured Products will only invest in Structured Products issued by approved
issuers. In addition, the maximum exposure to any one counterparty will be
limited to 15 per cent. of the assets of the Company at the time of investment.
The Board does not consider this risk to be significant.
As at 31 August 2010, the Company's credit risk exposure, by credit rating of
the Structured Product issuer, was as follows:
Credit Risk Rating 31 August 2010
(Moody's unless otherwise indicated) GBP'000 %
A2 516 21%
Aa2 523 21%
Aa3 625 25%
A - (Standard & Poor's) 343 13%
Baa3 491 20%
2,498 100%
Qualifying Investments
Credit risk is the risk that the counterparty to a financial instrument will
fail to discharge an obligation or commitment that it has entered into with the
Company. The Investment Manager has in place a monitoring procedure in respect
of counterparty risk which is reviewed on an ongoing basis. The carrying amount
of financial assets best represents the maximum credit risk exposure at the
balance sheet date.
Credit risk arising on the loan stock issued by an unquoted company is
considered to be part of market risk.
Credit risk arising on transactions with brokers relates to transactions
awaiting settlement. Risk relating to unsettled transactions is considered to
be small due to the short settlement period involved and the high credit
quality of the brokers used. The Board monitors the quality of service provided
by the brokers used to further mitigate this risk.
All the assets of the Company which are traded on AIM or PLUS Markets are held
by Rensburg Sheppards, the Company's custodian. Bankruptcy or insolvency of the
custodian may cause the Company's rights with respect to securities held by the
custodian to be delayed or limited. The Board and the Investment Manager
monitor the Company's risk by reviewing the custodian's internal control
reports.
c) Liquidity risk
The Company's liquidity risk is managed on an ongoing basis by the Investment
Managers. The Company's overall liquidity risks are monitored on a quarterly
basis by the Board.
The Company maintains sufficient investments in cash and readily realisable
securities to pay accounts payable and accrued expenses as they fall due.
Structured Products
If Structured Products are redeemed before the end of the term, the Company may
get back less than the amount originally invested. The value of the Structured
Products will be determined by the price at which the investments can actually
be sold on the relevant dealing date. The Board does not consider this risk to
be significant as the planned investment periods in Structured Products will
range from six months to five and a half years and there is a planned
transition from Structured Products to qualifying investments as detailed
earlier in this note.
There may not be a liquid market in the Structured Products and there may never
be two competitive market makers, making it difficult for the Company to
realise its investment. Risk is increased further where there is a single
market maker who is also the issuer. The Board has sought to mitigate this risk
by only investing in approved issuers of Structured Products, and limiting
exposure to any one issuer.
The Board seeks to ensure that an appropriate proportion of the Company's
investment portfolio is invested in cash and readily realisable assets, which
are sufficient to meet any funding commitments that may arise.
Under its Articles of Association, the Company has the ability to borrow a
maximum amount equal to 25 per cent. of the aggregate amount paid on all shares
issued by the Company (together with any share premium thereon). As at 31
August 2010 the Company had no borrowings.
Qualifying Investments
The Company's financial instruments include investments in unlisted equity
investments which are not traded in an organised public market and which may be
illiquid. As a result, the Company may not be able to realise quickly some of
its investments at an amount close to their fair value in order to meet its
liquidity requirements, or to respond to specific events such as deterioration
in the creditworthiness of any particular issuer.
d) Capital management
The capital structure of the Company consists of cash held and shareholders'
equity. Capital is managed to ensure the Company has adequate resources to
continue as a going concern, and to maximise the income and capital return to
its shareholders, while maintaining a capital base to allow the Company to
operate effectively in the market place and sustain future development of the
business. To this end the Company may use gearing to achieve its objectives.
The Company's assets and borrowing levels are reviewed regularly by the Board.
7. Related Party Transactions
Investec Structured Products is a related party in respect of its appointment
as an investment manager to the Company and is entitled to a performance
incentive fee. Investec Structured Products will receive an arrangement fee of
0.75 per cent. of the amount invested in each Structured Product. This
arrangement fee shall be paid to Investec Structured Products by the issuer of
the relevant Structured Product. No arrangement fee will be paid to Investec
Structured Products in respect of any decision to invest in Investec-issued
Structured Products. Investec Structured Products has agreed not to earn an
annual management fee from the Company.
As at 31 August 2010, GBP67,000 was payable to Investec Structured Products in
relation to the initial fee of 5 per cent. of the gross funds raised pursuant
to the original ordinary share offer. In addition, GBP128,000 was owed by
Investec Structured Products as claw back of costs in excess of the agreed
expenses cap of 3 per cent.
Calculus Capital is regarded as a related party in respect of its appointment
as an investment manager to the Company. For the period ended 31 August 2010,
fees of GBP15,000 were payable to Calculus Capital, of which GBP15,000 were
outstanding as at 31 August 2010. Calculus Capital is also entitled to a
performance incentive fee.
No incentive fee was paid to either Investment Manager during the period.
The following Directors are considered to be related parties due to their
connection with one of the Investment Managers: Ian Wohlman is a director of
Investec Bank plc (of which Investec Structured Products is a trading
division), and John Glencross is a director of Calculus Capital. Both Directors
have agreed not to receive any remuneration from the Company. Steven Meeks
received consulting fees from Investec Bank plc during the period.
8. Post Balance Sheet Events
On 20 October 2010 an order for cancellation of the Company's share premium
account was successfully obtained from the High Court. The proceeds of the
cancelled share premium account stand as an undistributable reserve until all
creditors, as at 20 October 2010, have been discharged or an equivalent amount
for their discharge is set aside in a blocked trust account.
Since the period end, the Company has issued a further 115,830 ordinary shares
under the ordinary share offer, raising GBP120,000.
Company Information
Directors Fund Administrator and
Christopher Paul James Wightman Company Secretary
(Chairman)
Arthur John Glencross Capita Sinclair Henderson
Steven Guy Meeks (Trading as Capita Financial Group -
Michael O'Higgins Specialist Fund Services)
Mark Gary Rayward Beaufort House
Philip Hilary Swatman 51 New North Road
Ian Robert Wohlman Exeter EX4 4EP
Registered Office Auditors
Beaufort House Grant Thornton UK LLP
51 New North Road 30 Finsbury Square
Exeter EX4 4EP London EC2P 2YU
Telephone: 01392 477 500
Company Number Solicitors and VCT Status Adviser
07142153 Martineau
An investment company under Section No.1 Colmore Square
833 of the
Companies Act 2006 Birmingham B4 6AA
Structured Products Investment Sponsor and Broker
Manager Singer Capital Markets Limited
Investec Structured Products One Hanover Street
2 Gresham Street London W1S 1YZ
London EC2V 7QP
Telephone: 020 7597 4000 Registrars
Website: Capita Registrars
www.investecstructuredproducts.com
The Registry
Venture Capital Investments Manager 34 Beckenham Road
Calculus Capital Limited Beckenham
104 Park Street Kent BR3 4TU
London W1K 6NF Telephone: 0871 644 0300
Telephone: 020 7493 4940 (Calls cost 10p per minute plus network
extras.
Website: www.calculuscapital.com Lines are open Monday to Friday 8.30 am
to 5.30 pm)
A copy of the Investec Structured Products Calculus VCT plc Half Yearly Report
for the period ended 31 August 2010 can be found on the following websites:
www.calculuscapital.com and www.investecstructuredproducts.com.
For further information, please contact:
Investment Manager to the Structured Products Portfolio
Investec Structured Products
Gary Dale
Telephone: 020 7597 4065
Investment Manager to the Venture Capital Portfolio
Calculus Capital Limited
Susan McDonald
Telephone: 020 7493 4940
END
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