TIDMISP
Investec Structured Products Calculus VCT plc
Half Yearly Report
for the six months ended 31 August 2011
INVESTMENT OBJECTIVE AND POLICY
Investment Objective
The Company's principal objectives for investors are to:
- invest in a portfolio of Venture Capital Investments and Structured
Products 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 from 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 and 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 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 85% 75% 35% 25% 25% 0%
cash/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 Venture Capital Investments and the Structured Products
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, but with the intention to source exits as soon as possible.
The portfolio of Structured Products will be constructed with different
issuers and differing maturity periods to minimise risk and create a
diversified portfolio. The Structured Products may also be collateralised
whereby notes are issued by one issuer (such as Investec Bank plc) but with
the underlying investment risk being linked to more than one issuer (as
approved by the Board) reducing insolvency risks, creating diversity and
potentially increasing returns for shareholders. If the Company invests in a
collateralised Structured Product, the amount of the exposure to an underlying
issuer will be taken into account when reviewing investments for
diversification. The maximum exposure to any one issuer (or underlying issuer)
will be limited, in aggregate, 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. In order to generate income and where it is felt it would enhance
shareholder return, investments may be structured to include loan stock and/or
redeemable preference shares as well as ordinary equity. It is intended that
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 (in both cases at the date of the investment).
The Board and its Managers 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 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). 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.
INVESTMENT MANAGERS
Calculus Capital Limited has been appointed to manage the Venture Capital
Investments portfolio of VCT Qualifying Investments.
Investec Structured Products (a trading name of Investec Bank plc) has been
appointed to manage the Structured Products portfolio of non VCT Qualifying
Investments.
FINANCIAL REVIEW
Ordinary Share Fund
6 Months to 13 Months to 7 Months to
31 August 2011 28 February 2011 31 August 2010
Total return
Total return GBP(133,000) GBP308,000 GBP2,000
Total return per ordinary share (2.8p) 8.3p 0.1p
Revenue
Net loss after tax GBP(37,000) GBP(112,000) GBP(42,000)
Revenue return per ordinary share (0.8p) (3.0)p (1.3)p
As at 31 As at 28 As at 31
August February August
2011 2011 2010
Assets (investments valued at bid
market prices)
Net assets GBP4,450,000 GBP4,836,000 GBP3,657,000
Net asset value ("NAV") per 93.9p 102.1p 94.6p
ordinary share
Mid market quotation
Ordinary shares 99.5p 99.5p 99.5p
Premium/(discount) to bid price 6.0% (2.5)% 5.2%
NAV
C Share Fund
6 Months to
31 August 2011*
Total return
Total return GBP(16,000)
Total return per C share (0.8)p
Revenue
Net loss after tax GBP(21,000)
Revenue return per C share (1.1)p
As at
31 August 2011
Assets (investments valued at bid market prices)
Net assets GBP1,806,000
NAV per C share 93.5p
Mid market quotation
C shares 94.00p
Premium to bid price NAV 0.5%
*The C shares were issued in three tranches, on 1 April 2011, 5 April 2011 and
4 May 2011.
CHAIRMAN'S STATEMENT
I am pleased to present your Company's financial results for the six months
ended 31 August 2011. This report marks the first nineteen months of the
Company which has been a period of progress. In this period, a number of
notable achievements occurred.
- Completion of the C share offer which raised GBP1.93 million.
- Payment of the first tax-free annual dividend of 5.25p per share to
ordinary shareholders.
- Investment in a portfolio of Structured Products on behalf of the C Share
Fund.
- Progress towards building a well-diversified portfolio of predominantly
unquoted Qualifying Investments.
The Investec Structured Products Calculus VCT plc is a joint venture between
Investec Structured Products (part of Investec plc which is a member of the
FTSE 100) and Calculus Capital Limited, and brings together both Managers'
award-winning expertise in their respective fields of Structured Products and
venture capital. A net total of GBP6.35 million has been raised to date, with
your Board and Managers committing over GBP1 million of this, demonstrating
their confidence in the Company and the product offering. The C share
fundraising undertaken earlier in the year has increased the size of the
Company over which the annual running costs can be spread and will provide
greater opportunities for diversification. Moreover, the Company charges some
of the lowest annual management fees in the VCT sector.
The past six months have been a time of unusually high volatility for stock
markets and challenging economic conditions for business as many western
countries struggle to come to terms with excessive debt burdens and low
growth. This can create attractive investment opportunities for those willing
to take a medium-term view but it can sometimes seem a turbulent ride. I am
pleased to say that your Company has continued to make good progress. As at 31
August 2011, the unaudited net asset value per ordinary share was 93.9p, and
the unaudited net asset value per C share was 93.5p. The decline in the net
asset value of the ordinary shares since the end of your Company's last
financial year in February reflects the ex-dividend value of the net assets
following payment of the tax-free annual dividend in July, but also reflects
the fall in FTSE 100 Index (on which the majority of the Structured Products
are based) during the period.
Structured Products Portfolio
Our non-qualifying investments are managed by Investec Structured Products,
who to date have invested approximately GBP3.39 million in a range of Structured
Products of varying durations and counterparties. Of this, GBP2.54 million is
attributable to the Ordinary Share Fund and GBP850,000 is attributable to the C
Share Fund. At a general meeting held on 4 August 2011, shareholders approved
an investment in a collateralised Structured Product issued by Investec Bank
plc on behalf of the C Share Fund.
Venture Capital Investments
Calculus Capital manages the portfolio of Venture Capital 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 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.
Calculus Capital has made Venture Capital Investments in three unquoted
companies to date, totalling approximately GBP1 million. Of this, approximately
GBP900,000 is attributable to the Ordinary Share Fund and GBP90,000 is
attributable to the C Share Fund. The Ordinary Share Fund and the C Share Fund
are managed separately, although they both have the same investment remit and,
therefore, both have very similar portfolios.
During the period, several further investments were made on behalf of the
Ordinary Share Fund. In March, an additional GBP50,000 was invested in Terrain
Energy Limited ("Terrain") as ordinary equity, followed by GBP300,000 in
MicroEnergy Generation Services Limited ("MicroEnergy") during April.
MicroEnergy is a company setup to acquire renewable, microgeneration
facilities, including (but not limited to) wind, anaerobic digestion, hydro
and micro CHP (Combined Heat and Power). This investment was provided as
GBP150,000 of ordinary equity and GBP150,000 in the form of long-term loan stock
with a coupon of 7 per cent.
The first Venture Capital Investment was made on behalf of the C Share Fund
during August, when GBP90,000 was invested in Terrain. Half of this investment
was provided as ordinary equity, with the other GBP45,000 provided as long-term
loan stock with a coupon of 7 per cent. The recent investments in Terrain form
part of a fundraising programme intended to give the company visibility over
its funding needs to meet development, appraisal and exploration commitments
until the end of 2012.
A more detailed analysis of the investment portfolios can be found in the
respective Investment Managers' Reviews that follow this statement.
Developments Since the Period End
The Company is in the process of completing an investment in Heritage House
Media Limited which provides services to the domestic and inbound tourism
industry, with particular emphasis on the heritage sector. Key brands are
Hudson's and Open Britain. The Company is in negotiations on a number of other
Qualifying Investments.
Outlook
Notwithstanding recent Government initiatives, access to finance for smaller
UK companies remains tight and valuations have reached more realistic levels,
providing an attractive investment scenario for your Company. The Company
continues to build a diversified portfolio of investments which we believe
will deliver sustained long-term performance. Small companies are an important
source of growth for the UK economy and we are seeing a number of interesting
opportunities across a variety of sectors at the present time.
Michael O'Higgins
Chairman
31 October 2011
INVESTMENT MANAGER'S REVIEW
(QUALIFYING INVESTMENTS)
Portfolio Developments
Calculus Capital Limited manages the VCT's portfolio of Qualifying
Investments. It is intended, over a three year period, to invest approximately
75 per cent. of the Company's funds in diversified portfolio of unquoted
qualifying companies. In general, we prefer to take stakes of sufficient size
to enable us to play a more influential role in helping the companies develop.
Investments may be by way of loan stock and/or preference shares. This
provides income for the Company to help pay regular dividends and provides a
measure of risk mitigation.
The Ordinary Share Fund and the C Share Fund are managed separately although
they both have the same investment remit and, therefore, both have very
similar portfolios.
As at 31 August 2011, three Qualifying Investments had been made relating to
the Ordinary Share Fund, in Terrain Energy Limited ("Terrain"), Lime
Technology Limited ("Lime") and MicroEnergy Generation Services Limited
("MicroEnergy"). One Qualifying Investment had been made on behalf of the C
Share Fund, in Terrain.
Terrain Energy Limited
Terrain holds a portfolio of oil and gas assets onshore in the UK. Its main
producing well is at Keddington in Lincolnshire from which oil is shipped
weekly by tanker to the Immingham oil refinery. The Company initially invested
GBP250,000 in Terrain in July 2010, followed by another GBP50,000 of ordinary
equity in March 2011. Both of these investments were on behalf of the Ordinary
Share Fund. In August 2011, GBP90,000 was invested in Terrain on behalf of the C
Share Fund. Half of this investment was provided as ordinary equity, with the
other GBP45,000 provided as long-term loan stock with a coupon of 7 per cent.
These recent investments form part of a fundraising programme intended to give
Terrain visibility over its funding needs to meet development, appraisal and
exploration commitments until the end of 2012.
Latest Audited
Results:
Period ended Investment Ordinary C Share
31 December 2010 Information Share Fund Fund
Turnover GBP271,257 Total cost GBP300,000 GBP90,000
Pre-tax loss GBP(158,185) Total valuation GBP307,000 GBP90,000
Net assets Income recognised in
GBP1,952,887 period GBP7,000 -
Total voting rights* 2.49% 1.05%
Valuation basis: Fair value based on cost of recent investment supported by
discounted cash flow
* Other funds managed by Calculus Capital have an interest in this company and
have a combined equity holding of 19.2 per cent. This follows the additional
investment in Terrain in August 2011.
Lime Technology Limited
Lime was founded in 2002 and is a leader in renewable lime and hemp based
building products for the mainstream construction industry. At the time of
investment, Lime's main product was Tradical® Hemcrete® which is a negative
carbon bio-composite product comprised of hemp and a lime based binder. This
was supplied as raw materials for mixing on site. The very bad winter in
2010/11 severely impacted drying on site. Consequently, the company
accelerated its launch of Hembuild® which is supplied as precast panels to
site. Through its subsidiary, Hemp Technology, the company controls the hemp
supply chain from seed to finished wall. Lime's products are being used in the
construction of Marks & Spencer's flagship Cheshire Oaks store and have
previously been used in the construction of 16 houses at David Cameron's
constituency at Stanton Harcourt, an Adnams distribution centre and in a
temperature controlled warehouse for the Wine Society. The Company has
subscribed under two rights issues during the year to maintain its percentage
investment.
As a small company, Lime is exempt from filing full accounts.
Latest Audited
Results:
Period ended Ordinary
4 November 2010 Investment Information Share Fund
Total cost GBP304,000
Net assets GBP1,358,275 Total valuation GBP280,000
Income recognised in period GBP9,000
Total voting rights* 0.60%
Valuation basis: Fair value based on cost of recent investment
* Other funds managed by Calculus Capital have an interest in this company and
have a combined equity holding of 15.59 per cent.
MicroEnergy Generation Services Limited
In early April, GBP300,000 was invested in MicroEnergy on behalf of the Ordinary
Share Fund. MicroEnergy is a company set up to acquire renewable,
microgeneration facilities, including (but not limited to) wind, anaerobic
digestion, hydro and micro CHP (Combined Heat and Power). The investment was
provided as GBP150,000 of ordinary equity and GBP150,000 in the form of long-term
loan stock with a coupon of 7 per cent. MicroEnergy has acquired five 5kW wind
turbines to date in East Anglia and has plans to acquire approximately
thirty-five by 5 April 2012.
As a relatively new company, MicroEnergy has not yet filed statutory accounts.
Ordinary
Latest Audited Results: Investment Information Share Fund
No statutory accounts have been Total cost GBP300,000
filed
Total valuation GBP300,000
Income recognised in period -
Total voting rights* 8.67%
Valuation basis: Fair value based on cost of recent investment
* Other funds managed by Calculus Capital have interest in this company and
have a combined equity holding of 9.89 per cent.
Developments Since the Period End
The Company is in the process of completing and investment in Heritage House
Media Limited with provides services to the domestic and inbound tourism
industry with particular emphasis on the heritage sector. Key brands are
Hudson's and Open Britain.
Outlook
The Investment Manager believes that the current market remains attractive for
investment as access to finance for smaller UK companies remains tight and
valuations have reached more realistic levels. Although the UK economic
outlook remains uncertain, we are seeing a number of interesting opportunities
across a variety of sectors. Any improvement to the economic climate will
assist small companies which are an important source of growth for the UK
economy.
Calculus Capital Limited
31 October 2011
INVESTMENT MANAGER'S REVIEW
(STRUCTURED PRODUCTS)
In line with the Company's strategy set out the original Offer documents, 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 5,718.13.
Except for the RBS Autocallable product, all of the Structured Products
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 that 50 per cent. and fails to recover at maturity.
The RBS Autocallable will mature early with a fixed payout of 10.5 per cent.
per annum if, on any anniversary of the strike date, the closing level of the
Index is above the Initial Index Level. Capital is 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 5,394.53.
The amount invested in Structured Products during the period was GBP950,000, of
which GBP100,000 was invested in the Ordinary Share Fund and the rest in the C
Share Fund. The total amount to date invested in Structured Products stands at
GBP2,543,000 for the ordinary shares and GBP850,000 for the C shares, representing
56 per cent. and 47 per cent. of the net funds raised respectively. As at 31
August 2011 the Structured Products portfolio was valued at GBP2,928,000 for the
ordinary shares and GBP861,000 for the C shares. At the time of writing, the
FTSE 100 closing level was 5,488.65 (close 21 October 2011) which has had a
small 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.
Ordinary Share Fund Structured Products Portfolio as at 31 August 2011
FTSE 100
Initial Price as at Valuation as Return/
Maturity Index Notional Purchase 31 August at 31 August Capital
Issuer Strike Date Date Level Investment Price Cost 2011 2011 at Risk
("CAR")|
162.5%
if FTSE
100*
higher;
CAR if
The Royal FTSE 100
Bank of falls by
Scotland more
plc 05/05/2010 12/05/2015 5,341.93 GBP275,000 GBP0.96 GBP264,000 GBP1.0309 GBP283,498 than 50%
185% if
FTSE
100*
higher;
CAR if
FTSE 100
falls by
Investec more
Bank plc 14/05/2010 19/11/2015 5,262.85 GBP500,000 GBP0.98 GBP489,550 GBP1.1349 GBP567,429 than 50%
185% if
FTSE
100*
higher;
CAR if
Abbey FTSE 100
National falls by
Treasury more
Services 25/05/2010 18/11/2015 4,940.68 GBP350,000 GBP0.99 GBP346,430 GBP1.2373 GBP433,055 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 (24.72 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 46.62p per ordinary share.
FTSE 100
Initial Price as at Valuation as Return/
Maturity Index Notional Purchase 31 August at 31 August Capital
Issuer Strike Date Date Level Investment Price Cost 2011 2011 at Risk
("CAR")|
137% if FTSE
100* higher;
CAR if FTSE
100 falls by
Nomura Bank more than
International 28/05/2010 20/02/2013 5,188.43 GBP350,000 GBP0.98 GBP343,000 GBP1.1455 GBP400,925 50%
134% if FTSE
100* higher;
CAR if FTSE
Morgan 100 falls by
Stanley more than
International 10/06/2010 17/12/2012 5,132.50 GBP500,000 GBP1.00 GBP500,000 GBP1.1452 GBP572,575 50%
125.1% if
FTSE 100*
higher; CAR
if FTSE 100
falls by
more than
HSBC Bank plc 01/07/2010 06/07/2012 4,805.75 GBP500,000 GBP1.00 GBP500,000 GBP1.1533 GBP576,650 50%
Autocallable
10.5% p.a.;
The Royal CAR if FTSE
Bank of 100 falls
Scotland more than
plc** 18/03/2011 20/03/2017 5,718.13 GBP50,000 GBP1.00 GBP50,000 GBP0.93 GBP46,315 50%
126% if FTSE
100* higher;
Abbey CAR if FTSE
National 100 falls
Treasury more than
Services** 03/08/2011 05/02/2014 5,584.51 GBP50,000 GBP1.00 GBP50,000 GBP0.96 GBP48,010 50%
The above investments are aimed to provide additional return as dividends.
These investments may be sold prior to maturity if it is deemed that a greater
return can be made by Calculus Capital investing in Qualifying Investments.
C Share Fund Structured Products Portfolio as at 31 August 2011
FTSE 100 Return/
Initial Price as at Valuation as Capital
Maturity Index Notional Purchase 31 August at 31 August at Risk
Issuer Strike Date Date Level Investment Price Cost 2011 2011 ("CAR")|
182% if FTSE
100* higher;
CAR if FTSE
100 falls
Investec more than
Bank plc ** 05/08/2011 10/03/2017 5,246.99 GBP450,000 GBP1.00 GBP450,000 GBP1.0739 GBP483,237 50%
The above Investec Structured Product investment in the C Share Fund
(GBP450,000) is a collateralised product. The collateral comprises a portfolio
of securities issued by each of HSBC Bank plc (Aa2), Nationwide Building
Society (A2), Santander UK plc (A1), The Royal Bank of Scotland plc (A2) and
Lloyds TSB Bank plc (A1), and/or cash and/or UK government debt (Moody's
Ratings as at 21 October 2011 in brackets). Insolvency risk to Investec is
replaced with a risk spread across these named institutions.
A total of GBP450,000 (25.92 per cent. of net assets) was invested in the above
Structured Product of the C Share Fund. Assuming no issuer defaults and if the FTSE 100 Final
Index Level is higher than the Initial Index Level, then this investment will
return GBP819,000, equivalent to 42.4p per C share. Further investments into the
Structured Products portfolio will be required to produce an interim return of
47.5p per C share by 14 March 2017.
FSTE 100 Return/
Initial Price as at Valuation as Capital
Maturity Index Notional Purchase 31 August at 31 August at Risk
Issuer Strike Date Date Level Investment Price Cost 2011 2011 ("CAR")|
Autocallable
10.5% p.a.;The Royal CAR if FTSE
Bank of 100 falls
Scotland more than
plc ** 18/03/2011 20/03/2017 5,718.13 GBP200,000 GBP1.00 GBP200,000 GBP0.9263 GBP185,260 50%
126% if FTSE
100* higher;
Abbey CAR if FTSE
National 100 falls
Treasury more than
Services** 03/08/2011 05/02/2014 5,584.51 GBP200,000 GBP1.00 GBP200,000 GBP0.9602 GBP192,040 50%
The above investments target an average return of 9.58 per cent. per annum.
These investments may be sold prior to maturity if it is deemed that a greater
return can be made by Calculus Capital by investing 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.
| All of the investments in Structured Products in respect of the two funds
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
(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.).
** These investments have been purchased during the 2011-2012 financial year.
Investec Structured Products
31 October 2011
INVESTMENT PORTFOLIO AS AT 31 AUGUST 2011
- ORDINARY SHARE FUND
Sector %
Structured Products 69%
Unquoted - Qualifying Investments 21%
Unquoted - other non-Qualifying
Investments 10%
100%
Net Assets %
Structured Products 66%
Unquoted - loan stock 13%
Unquoted - ordinary and preference 7%
shares
Unquoted - other non-Qualifying
Investments 10%
Net current assets 4%
100%
Nature of Book Cost Valuation % of Net % of
Company Business GBP'000 GBP'000 Assets Portfolio
Structured Products
Investec Bank plc Banking 490 567 13% 13%
The Royal Bank of
Scotland plc Banking 314 329 7% 8%
Abbey National
Treasury Services Banking 396 481 11% 11%
Nomura Bank Banking 343 401 9% 10%
International
Morgan Stanley
International Banking 500 573 13% 13%
HSBC Bank plc Banking 500 577 13% 14%
Total Structured 2,543 2,928 66% 69%
Products
Qualifying
Investments
Terrain Energy Oil and gas 300 307 7% 7%
Limited production
Lime Technology
Limited Construction 304 280 6% 7%
MicroEnergy
Generation Services
Limited Energy 300 300 7% 7%
Total Qualifying
Investments 904 887 20% 21%
Other Non-Qualifying
Investments
Fidelity Liquidity Liquidity fund 81 81 2% 2%
Fund
Goldman Sachs
Liquidity Fund Liquidity fund 50 50 1% 1%
Scottish Widows
Liquidity Fund Liquidity fund 314 314 7% 7%
Total Other
Non-Qualifying
Investments 445 445 10% 10%
Total investments 3,892 4,260 96% 100%
Net current assets
less creditors due
after one year 190 4%
Net assets 4,450 100%
INVESTMENT PORTFOLIO AS AT 31 AUGUST 2011
- C SHARE FUND
Sector %
Structured Products 51%
Unquoted - Qualifying Investments 5%
Unquoted - other non-Qualifying
Investments 44%
100%
Net Assets %
Structured Products 48%
Unquoted - loan stock 2%
Unquoted - ordinary and preference 2%
shares
Unquoted - other non-Qualifying
Investments 41%
Net current assets 7%
100%
Nature of Book Cost Valuation % of Net % of
Company Business GBP'000 GBP'000 Assets Portfolio
Structured Products
Investec Bank plc Banking 450 484 27% 29%
The Royal Bank of
Scotland plc Banking 200 185 10% 11%
Abbey National
Treasury Services Banking 200 192 11% 11%
Total Structured 850 861 48% 51%
Products
Qualifying
Investments
Terrain Energy Oil and gas
Limited production 90 90 4% 5%
Total Qualifying 90 90 4% 5%
Investments
Other Non-Qualifying
Investments
Fidelity Liquidity Liquidity fund 251 251 14% 15%
Fund
Goldman Sachs
Liquidity Fund Liquidity fund 100 100 6% 6%
Scottish Widows
Liquidity Fund Liquidity fund 382 382 21% 23%
Total Other
Non-Qualifying
Investments 733 733 41% 44%
Total investments 1,673 1,684 93% 100%
Net current assets
less creditors due
after one year 122 7%
Net assets 1,806 100%
INTERIM MANAGEMENT REPORT AND DIRECTORS' RESPONSIBILITY STATEMENT
Interim Management Report
The important events that have occurred during the period under review, the
key factors influencing the financial statements and the principal
uncertainties for the remaining six months of the financial year are set out
in the Chairman's Statement and Investment Managers' Reviews.
The principal risks facing the Company are substantially unchanged
since the date of the Annual Report and Accounts for the period ended 28
February 2011 and continue to be as set out in that report.
Risks faced by the Company include, but are not limited to, loss of
approval as a venture capital trust and other regulatory breaches, risks of
making Venture Capital Investments, risks attaching to investment in
Structured Products, liquidity/marketability risk, changes in
legislation/taxation, engagement of third party advisers, C shares versus
ordinary shares, market price risk and credit risk.
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 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 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
31 October 2011 and the above responsibility statement was signed on its
behalf by Michael O'Higgins, Chairman.
CONDENSED INCOME STATEMENT
FOR THE PERIOD FROM 1 MARCH 2011 TO 31 AUGUST 2011 (UNAUDITED)
6 Months Ended 7 Months Ended 13 Months Ended
31 August 2011 31 August 2010 28 February 2011*
Revenue Capital Revenue Capital Revenue Capital
Return Return Total Return Return Total Return Return Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Ordinary Share Fund
Investment holding
(losses)/gains - (78) (78) - (55) (55) - 446 446
Income 23 - 23 5 - 5 20 - 20
Investment
management fee (6) (18) (24) (4) (11) (15) (9) (26) (35)
Other operating
expenses (54) - (54) (43) - (43) (123) - (123)
(Loss)/profit on
ordinary activities
before taxation (37) (96) (133) (42) 44 2 (112) 420 308
Taxation on
ordinary
activities(Note 3) - - - - - - - - -
(Loss)/profit on
ordinary activities
after taxation (37) (96) (133) (42) 44 2 (112) 420 308
Return per ordinary
share - basic (Note (0.8)p (2.0)p (2.8)p (1.3)p 1.4p 0.1p (3.0)p 11.3p 8.3p
2)
C Share Fund
Investment holding - 11 11
gains
Income 3 - 3
Investment
management fee (2) (6) (8)
Other operating
expenses (22) - (22)
Loss/(profit) on
ordinary activities
before taxation (21) 5 (16)
Taxation on
ordinary
activities (Note 3) - - -
Loss/(profit) on
ordinary activities
after taxation (21) 5 (16)
Return per C
share - basic
(Note 2) (1.1)p 0.3p (0.8)p
* These figures are audited.
The total column of these statements represent the Income Statement of the
Ordinary Share Fund and the C Share Fund.
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 Accounts.
6 Months Ended 7 Months Ended 13 Months Ended
31 August 2011 31 August 2010 28 February 2011*
Revenue Capital Revenue Capital Revenue Capital
Return Return Total Return Return Total Return Return Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Total
Investment holding
(losses)/gains - (67) (67) - 55 55 - 446 446
Income 26 - 26 5 - 5 20 - 20
Investment
management fee (8) (24) (32) (4) (11) (15) (9) (26) (35)
Other operating
expenses (76) - (76) (43) - (43) (123) - (123)
(Loss)/profit on
ordinary activities
before taxation (58) (91) (149) (42) 44 2 (112) 420 308
Taxation on
ordinary
activities (Note 3) - - - - - - - - -
(Loss)/profit on
ordinary activities
after taxation (58) (91) (149) (42) 44 2 (112) 420 308
Return per ordinary
share - basic (Note (0.8)p (2.0)p (2.8)p 1.3p 1.4p 0.1p (3.0)p 11.3p 8.3p
2)
Return per
C share - basic (1.1)p 0.3p (0.8)p
(Note 2)
* These figures are audited.
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 Accounts.
CONDENSED RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
FOR THE PERIOD FROM 1 MARCH 2011 TO 31 AUGUST 2011 (UNAUDITED)
Share Capital Capital
Share Premium Special Reserve Reserve Revenue
Capital Account Reserve Realised Unrealised Reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Ordinary Share Fund
For the 6 month period to 31 August
2011
1 March 2011 47 752 3,729 (26) 446 (112) 4,836
Loss for the period - - - (18) (78) (37) (133)
Expenses of share issues - (4) - - - - (4)
Dividends paid (Note 8) - - (249) - - - (249)
31 August 2011 47 748 3,480 (44) 368 (149) 4,450
For the 7 month period to 31 August
2010
1 February 2010 - - - - - - -
(Loss)/gain for the period - - - (11) 55 (42) 2
Issue of redeemable non-voting 50 - - - - - 50
shares
Redemption of redeemable non-voting (50) - - - - - (50)
shares
Issue of ordinary shares 39 3,829 - - - - 3,868
Expenses of share issues - (213) - - - - (213)
31 August 2010 39 3,616 - (11) 55 (42) 3,657
For the 13 month period to
28 February 2011*
1 February 2010 - - - - - - -
(Loss)/gain for the period - - - (26) 446 (112) 308
Issue of redeemable non-voting 50 - - - - - 50
shares
Redemption of redeemable non-voting (50) - - - - - (50)
shares
Increase in share capital in issue 47 4,740 - - - - 4,787
Expenses of share issues - (259) - - - - (259)
Share premium cancelled during - (3,729) 3,729 - - - -
period
28 February 2011 47 752 3,729 (26) 446 (112) 4,836
C Share Fund
For the 6 month period to 31 August
2011
1 March 2011 - - - - - - -
(Loss)/gain for the period - - - (6) 11 (21) (16)
Increase in share capital in issue 19 1,912 - - - - 1,931
Expenses of share issues - (109) - - - - (109)
31 August 2011 19 1,803 - (6) 11 (21) 1,806
Total
For the 6 month period to 31 August
2011
1 March 2011 47 752 3,729 (26) 446 (112) 4,836
Loss for the period - - - (24) (67) (58) (149)
Increase in share capital issue 19 1,912 - - - - 1,931
Expenses of share issues - (113) - - - - (113)
Dividends paid (Note 8) - - (249) - - - (249)
31 August 2011 66 2,551 3,480 (50) 379 (170) 6,256
For the 7 month period to 31 August
2010
1 February 2010 - - - - - - -
Loss/(gain)for the period - - - (11) 55 (42) 2
Issue of redeemable non-voting 50 - - - - - 50
shares
Redemption of redeemable non-voting (50) - - - - - (50)
shares
Issue of ordinary shares 39 3,829 - - - - 3,868
Expenses of share issues - (213) - - - - (213)
31 August 2010 39 3,616 - (11) 55 (42) 3,657
For the 13 month period to
28 February 2011*
1 February 2010 - - - - - - -
(Loss)/gain for the period - - - (26) 446 (112) 308
Issue of redeemable non-voting 50 - - - - - 50
shares
Redemption of redeemable non-voting (50) - - - - - (50)
shares
Increase in share capital in issue 47 4,740 - - - - 4,787
Expenses of share issues - (259) - - - - (259)
Share premium cancelled during - (3,729) 3,729 - - - -
period
28 February 2011 47 752 3,729 (26) 446 (112) 4,836
* These figures are audited.
The notes form an integral part of these Accounts.
CONDENSED BALANCE SHEET
AS AT 31 AUGUST 2011 (UNAUDITED)
31 August 31 August 28 February
2011 2010 2011*
Note GBP'000 GBP'000 GBP'000
Ordinary Share Fund
Fixed assets
Investments at fair value through 4 4,260 2,748 4,488
profit or loss
Current assets
Debtors 302 157 214
Cash at bank and on deposit 147 911 326
449 1,068 540
Creditors: amounts falling due
within one year
Creditors (141) (141) (176)
Due to C Share Fund (100) - -
Net current assets 208 927 364
Non-current liabilities
IFA trail commission (18) (18) (16)
Total net assets 4,450 3,657 4,836
Capital and reserves
Called-up share capital 7 47 39 47
Share premium account 748 3,616 752
Special reserve 3,480 - 3,729
Capital reserve - unrealised 368 55 446
Capital reserve - realised (44) (11) (26)
Revenue reserve (149) (42) (112)
Total shareholders' funds 4,450 3,657 4,836
Net asset value per ordinary share 5 93.9p 94.6p 102.1p
31 August
2011
Note GBP'000
C Share Fund
Fixed assets
Investments at fair value through 4 1,684
profit or loss
Current assets
Debtors 55
Cash at bank and on deposit 29
84
Creditors; amounts falling due
within one year
Creditors (51)
Due from Ordinary Share Fund 100
Net current assets 133
Non-current liabilities
IFA trail commission (11)
Total net assets 1,806
Capital and reserves
Called-up share capital 7 19
Share premium account 1,803
Special reserve -
Capital reserve - unrealised 11
Capital reserve - realised (6)
Revenue reserve (21)
Total shareholders' funds 1,806
Net asset value per C share 5 93.5p
31 August 31 August 28 February
2011 2010 2011*
Note GBP'000 GBP'000 GBP'000
Total
Fixed assets
Investments at fair value through 4 5,944 2,748 4,488
profit or loss
Current assets
Debtors 357 157 214
Cash at bank and on deposit 176 911 326
533 1,068 540
Creditors: amounts falling due
within one year
Creditors (192) (141) (176)
Net current assets 341 927 364
Non-current liabilities
IFA trail commission (29) (18) (16)
Total net assets 6,256 3,657 4,836
Capital and reserves
Called-up share capital 7 66 39 47
Share premium account 2,551 3,616 752
Special reserve 3,480 - 3,729
Capital reserve - unrealised 379 55 446
Capital reserve - realised (50) (11) (26)
Revenue reserve (170) (42) (112)
Total shareholders' funds 6,256 3,657 4,836
Net asset value per ordinary share 5 93.9p 94.6p 102.1p
Net asset value per C share 5 93.5p
* These figures are audited.
The notes form an integral part of these Accounts.
CONDENSED CASH FLOW STATEMENT
FOR TO THE PERIOD FROM 1 MARCH 2011 TO 31 AUGUST 2011 (UNAUDITED)
6 Months 7 Months 13 Months
Ended Ended Ended
31 August 31 August 28 February
2011 2010 2011*
Note GBP'000 GBP'000 GBP'000
Ordinary Share Fund
Operating activities
Investment income received 10 - 7
Deposit interest received 2 3 6
Investment management fees (23) - (24)
Other cash payments (64) (54) (169)
Cash expended from operations 6 (75) (51) (180)
Cash flow from investing activities
Purchase of investments (455) (2,693) (4,042)
Sale of investments 605 - -
Net cash inflow/(outflow) from
investing activities 150 (2,693) (4,042)
Net cash inflow/(outflow) before 75 (2,744) (4,222)
financing
Cash flow from financing activities
Equity dividend paid 8 (249) - -
Redeemable non-voting shares issued - 50 50
Redemption of redeemable non-voting - (50) (50)
shares
Shares issued - 3,868 4,787
Expenses of share issues (5) (213) (239)
Net cash (outflow)/inflow from
financing activities (254) 3,655 4,548
(Decrease)/increase in cash at bank
and on deposit (179) 911 326
C Share Fund
Operating activities
Investment income received 1
Other cash payments (155)
Cash expended from operations 6 (154)
Cash flow from investing activities
Purchase of investments (1,673)
Net cash outflow before financing (1,827)
Cash flow from financing activities
Redeemable non-voting shares issued 1,931
Expenses of share issues (75)
Net cash inflow from financing (1,856)
activities
Increase in cash at bank and on
deposit 29
Total
Operating activities
Investment income received 11 - 7
Deposit interest received 2 3 6
Investment management fees (23) - (24)
Other cash payments (219) (54) (169)
Cash expended from operations 6 (229) (51) (180)
Cash flow from investing activities
Purchase of investments (2,128) (2,693) (4,042)
Sale of investments 605 - -
Net cash outflow from investing (1,523) (2,693) (4,042)
activities
Net cash outflow before financing (1,752) (2,744) (4,042)
Cash flow from financing activities
Equity dividend paid (249) - -
Redeemable non-voting shares issued - 50 50
Redemption of redeemable non-voting - (50) (50)
shares
Shares issued 1,931 3,868 4,787
Expenses of share issues (80) (213) (239)
Net cash inflow from financing 1,602 3,655 4,548
activities
(Decrease)/increase in cash at bank
and on deposit (150) 911 326
* These figures are audited.
The notes form an integral part of these Accounts.
CONDENSED NOTES TO THE ACCOUNTS
1. Nature of Financial Information
Basis of accounting
These Accounts 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 UK Generally Accepted Accounting Practice ("UK GAAP"). These
Accounts cover the six month period ended 31 August 2011. The comparatives
cover the seven month period from incorporation on 1 February 2010 to 31
August 2010, and the thirteen month period from 1 February 2010 to 28 February
2011.
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 Accounts are prepared on the basis of the accounting policies set out in
the Annual Report and Accounts for the period ended 28 February 2011.
The financial information contained in this report does not constitute full
statutory accounts as defined in Section 434 of the Companies Act 2006. The
financial information for the six months to 31 August 2011 and the period to
31 August 2010 has not been audited or reviewed by the Company's Auditors
pursuant to the Auditing Practices Board guidance on such reviews.
The information for the period ended 28 February 2011 has been extracted from
the latest published Annual Report and Accounts, which have been filed with
the Registrar of Companies. The report of the Auditors on those Accounts
contained no qualification or statement under Section 498(2) or (3) of the
Companies Act 2006.
Going concern
After making enquiries, and having reviewed the portfolio, balance sheet and
projected income and expenditure for the next twelve months, the Directors
have a reasonable expectation that the Company has adequate resources to
continue in operation for the foreseeable future. The Directors have therefore
adopted the going concern basis in preparing these Accounts.
2. Return per Share
6 Months Ended 7 Months Ended 13 Months Ended
31 August 2011 31 August 2010 28 February 2011
Revenue Capital Total Revenue Capital Total Revenue Capital Total
pence pence pence pence pence pence pence pence pence
Return per
ordinary share (0.8) (2.0) (2.8) (1.3) 1.4 0.1 (3.0) 11.3 8.3
Return per
C share (1.1) 0.3 (0.8)
Ordinary shares
Revenue return per ordinary share is based on the net revenue loss on ordinary
activities after taxation of GBP37,000 (31 August 2010: GBP42,000; 28 February
2011: GBP112,000) and on 4,738,463 ordinary shares (31 August 2010: 3,121,857;
28 February 2011: 3,721,530), being the weighted average number of ordinary
shares in issue during the period.
Capital return per ordinary share is based on the net capital loss for the
period of GBP96,000 (31 August 2010: GBP44,000 gain; 28 February 2011: GBP420,000
gain) and on 4,738,463 ordinary shares (31 August 2010: 3,121,857; 28 February
2011: 3,721,530), being the weighted average number of ordinary shares in
issue during the period.
Total return per ordinary share is based on the net loss on ordinary
activities for the period of GBP133,000 (31 August 2010: GBP2,000 gain; 28
February 2011: GBP308,000 gain) and on 4,738,463 ordinary shares (31 August
2010: 3,121,875; 28 February 2011: 3,721,530), being the weighted average
number of ordinary shares in issue during the period.
C shares
Revenue return per C share is based on the net revenue loss on ordinary
activities after taxation of GBP21,000 and on 1,904,924 C shares, being the
weighted average number of C shares in issue during the period.
Capital return per C share is based on the net capital gain for the period of
GBP5,000 and on 1,904,924 C shares, being the weighted average number of C
shares in issue during the period.
Total return per C share is based on the total loss for the period of GBP16,000
and on 1,904,924 C shares, being the weighted average number of C shares in
issue during the period.
3. Taxation on Ordinary Activities
The estimated effective tax rate at the year end is 0% for both share funds.
This remains unchanged from the prior period.
4. Investments at Fair Value through Profit or Loss
31 August 31 August 28 February
2011 2010 2011
GBP'000 GBP'000 GBP'000
Ordinary Share Fund
Investment portfolio summary
Investments in Structured 2,928 2,498 2,882
Products
Unquoted investments 887 250 556
Other investments 445 - 1,050
4,260 2,748 4,488
C Share Fund
Investment portfolio summary
Investments in Structured 861
Products
Unquoted investments 90
Other investments 733
1,684
Total
Investment portfolio summary
Investments in Structured 3,789 2,498 2,882
Products
Unquoted investments 977 250 556
Other investments 1,178 - 1,050
5,944 2,748 4,488
5. Net Asset Value per Share
31 August 31 August 28 February
2011 2010 2011
pence pence Pence
Ordinary shares of 1 pence 93.9 94.6 102.1
each
C shares of 1 pence each 93.5
The basic net asset value per ordinary share is based on net assets of
GBP4,450,000 (31 August 2010: GBP3,657,000; 28 February 2011: GBP4,836,000) and on
4,738,463 ordinary shares (31 August 2010: 3,867,917; 28 February 2011:
4,738,463), being the number of ordinary shares in issue at the period end.
The basic net asset value per C share is based on net assets of GBP1,806,000 and
on 1,931,095 C shares, being the number of C shares in issue at the period
end.
6. Reconciliation of Net (Loss)/Profit before Tax to Cash Expended from
Operating Activities
31 August 31 August 28 February
2011 2010 2011
GBP'000 GBP'000 GBP'000
Ordinary Share Fund
(Loss)/profit on ordinary activities (133) 2 308
before taxation
Losses/(gains) on investments 78 (55) (446)
Interfund receipt (2) - -
Increase in debtors (85) (159) (214)
Increase in creditors 67 161 172
Cash expended from operating activities (75) (51) (180)
C Share Fund
Loss on ordinary activities before (16)
taxation
Gains on investments (11)
Interfund payment 2
Increase in debtors (155)
Increase in creditors 26
Cash expended from operating activities (154)
Total
(Loss)/profit on ordinary activities (149) 2 308
before taxation
Losses/(gains) on investments 67 (55) (446)
Increase in debtors (140) (159) (214)
(Decrease)/increase in creditors (7) 161 172
Cash expended from operating activities (229) (51) (180)
7. Called-up Share Capital
31 August
2011
Number GBP'000
Ordinary shares of 1p each
1 March 2011 4,738,463 47
Shares issued in period - -
4,738,463 47
The Ordinary Share Fund had 3,867,917 shares in issue (GBP39,000) on 31 August
2010.
C shares of 1p each
1 March 2011 - -
Shares issued in period 1,931,095 19
1,931,095 19
An offer for subscription for C shares of 1p each was launched in January 2011
and the shares were issued in April and May 2011.
8. Dividends
For the period to 28 February 2011 the Ordinary Share Fund declared a final
dividend of 5.25p per ordinary share on 4,738,463 shares amounting to
GBP248,769. The dividend was paid on 29 July 2011 to ordinary shareholders on
the register at 3 June 2011.
9. 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 2011, GBP81,000 (31 August 2010: GBP67,000; 28 February 2011:
GBP81,000) 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. GBP22,000 was payable to Investec Structured Products in
relation to the initial fee of 5 per cent. of the gross funds raised pursuant
to the C share offer. In addition, GBP230,000 (31 August 2010: GBP128,000; 28
February 2011: GBP185,000) was owed to the Ordinary Share Fund by Investec
Structured Products as claw back of costs in excess of the agreed expenses cap
of 3 per cent. GBP33,000 was owed to the C Share Fund.
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 2011,
fees of GBP32,000 (31 August 2010: GBP15,000; 28 February 2011: GBP35,000) were
payable to Calculus Capital, of which GBP20,000 (31 August 2010: GBP15,000; 28
February 2011: GBP10,000) were outstanding as at 31 August 2011. Calculus
Capital is also entitled to a performance incentive fee.
John Glencross, a Director of the Company, has an interest in Calculus Capital
and is a director of Terrain Energy Limited and Lime Technology Limited,
companies in which the Company has invested.
Calculus Capital receives an annual fee from Terrain Energy Limited for the
provision of John Glencross as a director, as well as an annual monitoring fee
which also covers the provision of certain administrative support services. In
the period ended 31 August 2011, the amount paid to Calculus Capital which was
attributable to the investment made by the Company was GBP4,200 (excluding VAT)
(31 August 2010: GBPnil; 28 February 2011: GBP2,713).
Calculus Capital also receives an annual fee from Lime Technology Limited for
the provision of John Glencross as a director, as well as an annual monitoring
fee. In the period ended 31 August 2011, the amount paid to Calculus Capital
which was attributable to the investment made by the Company was GBP2,400
(excluding VAT) (31 August 2010: GBPnil; 28 February 2011: GBP1,626).
After the period end Calculus Capital received arrangement fees of GBP9,000
(excluding VAT) (31 August 2010: GBPnil; 28 February 2011: GBPnil) in relation to
the investment in MicroEnergy Generation Services Limited.
No incentive fee accrued to either Investment Manager during the period.
The following Directors are/were considered to be related parties due to their
connection with one of the Investment Managers: John Glencross is a director
of Calculus Capital, Ian Wohlman is a director of Investec Bank plc (of which
Investec Structured Products is a trading division). Ian Wohlman retired as a
Director at the Annual General Meeting held on 30 June 2011. Both Directors
have agreed not to receive any remuneration from the Company.
COMPANY INFORMATION
Directors Fund Administrator and
Michael O'Higgins (Chairman) Company Secretary
Kate Cornish-Bowden Capita Sinclair Henderson
John Glencross (Trading as Capita Financial
Steven Meeks Group - Specialist Fund Services)
Mark Rayward Beaufort House
Philip Swatman 51 New North Road
Exeter EX4 4EP
Registered Office
Beaufort House Auditors
51 New North Road Grant Thornton UK LLP
Exeter EX4 4EP 30 Finsbury Square
Telephone: 01392 477 500 London EC2P 2YU
Company Number Solicitors and VCT Status Adviser
07142153 Martineau
No. 1 Colmore Square
Structured Products Investment Birmingham B4 6AA
Manager
Investec Structured Products Sponsor and Broker
2 Gresham Street Singer Capital Markets Limited
London EC2V 7QP One Hanover Street
Telephone: 020 7597 4000 London W1S 1YZ
Website:
www.investecstructuredproducts.com
Registrars
Venture Capital Investments Manager Capita Registrars
Calculus Capital Limited The Registry
104 Park Street 34 Beckenham Road
London W1K 6NF Beckenham
Telephone: 020 7493 4940 Kent BR3 4TU
Website: www.calculuscapital.com Telephone: 0871 644 0300
(Calls cost 10p per minute plus
network extras.
Lines are open Monday to Friday
8.30 am to 5.30pm)
A copy of the Investec Structured Products Calculus VCT plc
Half Yearly Report for the six months ended 31 August 2011 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
National Storage Mechanism
A copy of the Half Yearly Report 2011 will be submitted shortly to the
National Storage Mechanism ("NSM") and will be available for inspection at the
NSM, which is situated at: www.hemscott.com/nsm.do.
Neither the contents of the Company's website nor the contents of
any website accessible from hyperlinks on this announcement (or any other
website) is incorporated into, or forms part of, this announcement.
END
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