TIDMDP3C
DOWNING PLANNED EXIT VCT 3 PLC
HALF-YEARLY REPORT FOR THE SIX MONTHS ENDED 31 JULY 2013
PERFORMANCE SUMMARY
31 Jul 31 Jan 31 Jul
2013 2013 2012
'C' Share pool Pence Pence Pence
Net asset value per 'C' Share 93.1 94.7 90.8
Net asset value per 'A' Share 0.1 0.1 0.1
Cumulative distributions per 'C' Share 20.0 17.5 15.0
Total return per 'C' Share and 'A' Share 113.2 112.3 105.9
'D' Share pool
Net asset value per 'D' Share 79.0 79.7 80.3
Net asset value per 'E' Share 0.1 0.1 0.1
Cumulative distributions per 'D' Share 15.0 12.5 10.0
Total return per 'D' Share and 'E' Share 94.1 92.3 90.4
'F' Share pool
Net asset value per 'F' Share 83.9 88.5 94.4
Cumulative distributions per 'F' Share 7.5 5.0 -
Total return per 'F' Share 91.4 93.5 94.4
CHAIRMAN'S STATEMENT
Introduction
I am pleased to present the Half-Yearly Report for the six months ended
31 July 2013 and update Shareholders on developments of the three share
pools, each of which are at different stages in their lives.
The 'F' Share pool has seen significant levels of investment activity
throughout the period, while the 'C' Share and 'D' Share pools, which
are essentially fully invested, have been focussed on their existing
portfolios as they move towards their target exit dates.
Generally progress has been positive over the six months, although it
has been necessary to make a small number of provisions against
investments, which is a reminder of the challenging environment in which
we continue to operate.
Net asset values
'C' Share pool
At 31 July 2013, the net asset value ("NAV") for a combined holding of
one 'C' Share and one 'A' Share was 93.2p, an increase of 0.9p (0.9%)
over the period. Total Return (NAV plus dividends paid to date) is now
113.2p for a combined holding.
'D' Share pool
At 31 July 2013, the net asset value ("NAV") for a combined holding of
one 'D' Share and one 'E' Share was 79.1p, an increase of 1.8p (2.2%)
over the period. Total Return (NAV plus dividends paid to date) is now
94.1p for a combined holding.
'F' Share pool
At 31 July 2013, the net asset value ("NAV") for a holding of one 'F'
Share was 83.9p, a decrease of 2.1p (2.4%) over the period. Total Return
(NAV plus dividends paid to date) is now 91.4p for a combined holding.
A full review for each share pool is covered in the specific Investment
Manager's Reports.
Dividends
In line with the Company's stated policies, interim dividends will be
paid as follows:
'C' Shares 2.5p per share
'D' Shares 2.5p per share
'F' Shares 2.5p per share
Each of the above dividends will be paid on 27 November 2013 to
Shareholders on the register at 8 November 2013.
Share buybacks
The Company has a general policy of buying in its own shares that become
available in the market for cancellation. No shares were purchased in
the six month period to 31 July 2013.
The current policy is that the Company will buy 'C' Shares, 'A' Shares,
'D' Shares or 'E' Shares at approximately a 10% discount to the latest
published NAV. In respect of the 'F' Shares, any such purchases will be
undertaken at a price equal to the latest published NAV (i.e. at nil
discount) until October 2016. All buybacks are subject to regulatory
restrictions and other factors such as availability of liquid funds.
Outlook
We expect to see continued new investment activity in the 'F' Share pool
over the remainder of the year as the process of building the portfolio
is ongoing. The Manager reports satisfactory levels of dealflow which
will provide suitable investment opportunities.
The Manager also has a growing investment monitoring role across all
pools which is vital to ensure that investee companies stay on track and
that support is provided where appropriate in order that they can
ultimately deliver the expected outcomes.
Over the coming months, the Board will give consideration as to whether
there might now be an opportunity to create a larger VCT by way of a
merger with one or more other VCTs which could bring benefits to all
Shareholders. Naturally, I will bring you news of any developments at
the appropriate time.
Hugh Gillespie
Chairman
INVESTMENT MANAGER'S REPORT
'C' SHARE POOL
Investment activity
The 'C' Share pool is now fully qualifying; accordingly, no new
qualifying investments were made during the period.
The majority of the 'C' Share pool investments have performed in line
with expectations over the period, with no change in valuation. There
have, however, been a number of adjustments which resulted in a net
valuation decrease of GBP48,000.
A GBP30,000 increase in value was recognised for Quadrate Catering
Limited which owns the Marco Pierre White Steakhouse located in the
iconic Cube building in Birmingham. Performance of the restaurant is
ahead of projections.
A further GBP10,000 uplift in East Dulwich Tavern Limited was recognised
at the interim to reflect that the pub continues to perform well.
A GBP35,000 write down in value was made to Honeycombe Pubs VCT Limited
which owns a bar in Burnley, Lancashire. The bar is in the process of
being sold and the reduced valuation reflects the anticipated net
proceeds due to the 'C' Share pool on disposal.
Chapel Street Services Limited and Chapel Street Food and Beverage
Limited were both written down by GBP24,000 at the half year point. The
valuation reflects that the businesses are trading behind the original
business plan.
Details of the 'C' Share pool portfolio and investment activity during
the period are shown below.
Net asset value
At 31 July 2013, the net asset value ("NAV") for a combined holding of
one 'C' Share and one 'A' Share was 93.2p, an increase of 0.9p (0.9%)
over the period. Total Return (NAV plus dividends paid to date) is now
113.2p for a combined holding.
Results and dividend
The profit on ordinary activities for the 'C' Shares, after taxation,
for the period was GBP64,000, comprising a revenue profit of GBP113,000
and a capital loss of GBP49,000.
The company will pay an interim dividend of 2.5p per 'C' Share, on 27
November 2013, to 'C' Shareholders on the register at 8 November 2013.
Outlook
The decrease in the portfolio value over the past six months, albeit a
small one, is disappointing, however investment income received has
ensured that NAV continued to move forward.
Overall, the 'C' Share portfolio has performed well to date and we
believe that there is potential for further growth before we start to
seek realisations in order to return funds to Shareholders in late 2014.
Trading conditions do, however, remain challenging for most businesses
and therefore close monitoring of all portfolio companies will remain a
priority.
Downing LLP
SUMMARY OF INVESTMENT PORTFOLIO
'C' SHARE POOL
as at 31 July 2013
Unrealised
gain/(loss)in % of portfolioby
Cost Valuation period value
GBP'000 GBP'000 GBP'000
Qualifying
investments
Bijou Wedding
Venues Limited 815 901 - 13.4%
Atlantic Dogstar
Limited 438 728 - 10.8%
Future Biogas (SF)
Limited 627 703 - 10.5%
Domestic Solar
Limited* 500 560 - 8.3%
Redmed Limited* 350 451 (4) 6.7%
Westow House
Limited 304 418 - 6.2%
East Dulwich
Tavern Limited 344 396 10 5.9%
Quadrate Spa
Limited* 363 363 - 5.4%
Quadrate Catering
Limited 330 359 30 5.3%
Ecossol Limited 250 212 - 3.2%
The 3D Pub Co
Limited 267 187 - 2.8%
Mosaic Spa and
Health Clubs
Limited* 125 125 - 1.9%
Chapel Street
Services Limited 50 26 (24) 0.4%
Chapel Street Food
and Beverage
Limited 50 26 (24) 0.4%
Non-qualifying
investments
Hoole Hall Country
Club Holdings
Limited 581 581 - 8.6%
The Thames Club
Limited 500 500 - 7.4%
Honeycombe Pubs
VCT Limited 175 52 (35) 0.8%
Vermont
Developments
Limited 25 25 - 0.4%
Chapel Street
Hotel Limited 2 1 (1) 0.0%
6,096 6,614 (48) 98.4%
Cash at bank and
in hand 105 1.6%
Total 6,719 100.0%
SUMMARY OF INVESTMENT MOVEMENTS
'C' SHARE POOL
for the six months ended 31 July 2013
Market Gain Total
value at Disposal against realised
Disposals Cost 01/02/13 proceeds cost gain
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Redmed Limited* 79 79 79 - -
* Partially qualifying investment
INVESTMENT MANAGER'S REPORT
'D' SHARE POOL
Investment activity
The 'D' Share pool is fully qualifying therefore investment activity
during the period was limited to one follow-on investment and one new
investment at a total cost of GBP136,000, details of which are set out
below.
A further investment of GBP94,000 was made in Future Biogas (Reepham
Road) Limited, to provide liquidity for the business following higher
feedstock costs.
A new investment of GBP42,000 was made in Kilmarnock Monkey Bar Limited
after one of the two pubs owned by Camandale was transferred into the
Company. The Monkey Bar is now let to a third party manager, who pays a
regular rent to the company.
The majority of the 'D' Share pool investments have performed in line
with expectations over the period, with no change in valuation. There
have, however, been seven adjustments.
A GBP40,000 increase in value was recognised for Quadrate Catering
Limited which owns the Marco Pierre White Steakhouse located in the
iconic Cube building in Birmingham. Performance of the restaurant is
ahead of projections.
Green Electricity Generation Limited and Avon Solar Energy Limited both
own a portfolio of solar panels on the rooftops of domestic properties
across the UK. The panels have now been generating income for over a
year and have started to establish reliable track records, resulting in
an uplift of GBP11,000 for Green Electricity Generation and GBP8,000 for
Avon Solar.
Further increases in value were recognised for Kidspace Adventures
Holdings Limited (GBP17,000) and Alpha Schools Holdings Limited
(GBP8,000) to reflect that the businesses are performing well.
A further reduction in value was recognised in Camandale Limited of
GBP24,000 after one of the two pubs owned by the Company was transferred
into a new investment, Kilmarnock Monkey Bar Limited. The new valuation
of Camandale reflects the standalone valuation of the remaining pub, The
Riverbank.
A GBP35,000 reduction in value was recognised for Liverpool Nurseries
(Holdings) Limited. This cautionary reduction in value reflects that the
business is performing behind budget.
In total, the portfolio produced net unrealised capital gains of
GBP25,000 for the six months.
Details of the 'D' Share pool portfolio and investment activity during
the period are shown below.
Net asset value
At 31 July 2013, the net asset value ("NAV") for a combined holding of
one 'D' Share and one 'E' Share was 79.1p, an increase of 1.8p (2.2%)
over the period. Total Return (NAV plus dividends paid to date) is now
94.1p for a combined holding.
Results and dividend
The profit on ordinary activities for the 'D' Shares, after taxation,
for the period was GBP167,000, comprising a revenue profit of GBP142,000
and a capital profit of GBP25,000.
The Company will pay an interim dividend of 2.5p per 'D' Share, on 27
November 2013, to 'D' Shareholders on the register at 8 November 2013.
Outlook
After a series of setbacks in the portfolio, the D share portfolio is
now starting to show signs of growth with a number of valuation uplifts
recognised for investments that are performing to plan. We are satisfied
with progress to date and believe there is good potential for growth
ahead of 2015, when the pool will seek to start realising its
investments.
Downing LLP
SUMMARY OF INVESTMENT PORTFOLIO
'D' SHARE POOL
as at 31 July 2013
Unrealisedgain/(loss)in % ofportfolioby
Cost Valuation period value
GBP'000 GBP'000 GBP'000
Qualifying
investments
Future Biogas
(Reepham Road)
Limited* 842 842 - 10.6%
Quadrate Spa
Limited* 496 496 - 6.3%
Quadrate
Catering
Limited 441 481 40 6.1%
Mosaic Spa and
Health Clubs
Limited 475 475 - 6.0%
Domestic Solar
Limited* 400 448 - 5.6%
Liverpool
Nurseries
(Holdings)
Limited * 435 400 (35) 5.0%
Kidspace
Adventures
Holdings
Limited* 375 392 17 4.9%
Alpha Schools
(Holdings)
Limited 367 389 8 4.9%
Green
Electricity
Generation
Limited 250 269 11 3.4%
West Tower
Property
Limited 250 250 - 3.2%
Westcountry
Solar Solutions
Limited 250 250 - 3.2%
Avon Solar
Energy Limited 210 218 8 2.7%
Ecossol Limited 250 212 2.7%
Slopingtactic
Limited 196 196 - 2.5%
Progressive
Energies
Limited 170 170 - 2.1%
Ridgeway Pub
Company
Limited 131 120 - 1.5%
Camandale
Limited* 516 57 (24) 0.7%
Non-qualifying
investments
Aminghurst
Limited 1,650 1,650 - 20.8%
Fenkle Street
LLP 122 122 - 1.5%
Commercial
Street Hotel
Limited 100 100 - 1.3%
Kilmarnock
Monkey Bar
Limited 42 42 - 0.5%
7,968 7,579 25 95.5%
Cash at bank and
in hand 357 4.5%
Total 7,936 100.0%
* Partially qualifying investment
SUMMARY OF INVESTMENT MOVEMENTS
'D' SHARE POOL
for the six months ended 31 July 2013
Additions GBP'000
Qualifying investments
Future Biogas (Reepham Road) Limited 95
Non-qualifying investments
Kilmarnock Monkey Bar Limited 42
Total 137
Market Loss
value at Disposal against
Disposals Cost 01/02/13** proceeds cost Totalrealisedgain/(loss)
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Qualifying
investments
Camandale
Limited* 45 32 32 (13) -
Avon Solar
Energy
Limited 40 40 40 - -
Liverpool
Nurseries
(Holdings)
Limited 32 32 32 - -
Ridgeway Pub
Company
Limited 6 6 6 - -
Non-qualifying
investments
Aminghurst
Limited 500 500 500 - -
Total 623 610 610 (13) -
* Partially qualifying investment
** Adjusted for purchases in the year
INVESTMENT MANAGER'S REPORT
'F' SHARE POOL
Investment activity
The 'F' Share pool made three new qualifying investments (including
partially qualifying investments or investments that will become
qualifying in due course) and two non-qualifying investments during the
period at a total cost of GBP1,295,000, details of which are set out
below.
In May 2013, the 'F' Share pool invested GBP311,000 in Redmed Limited to
allow it to complete the purchase and refurbishment of a high street bar
in Lincoln city centre. The bar was refurbished and relaunched in
September 2013 as Craft Bar & Kitchen.
GBP200,000 was invested in Pabulum Pubs Limited in April 2013 and
GBP100,000 invested in Augusta Pub Company Limited in May 2013, both
companies have purchased freehold pubs in London.
In July 2013, a GBP500,000 loan was made to Pub People Limited which
owns and operates 50 pubs in the East Midlands. This non-qualifying
investment is secured against five freehold pubs in the company's
estate.
A GBP107,000 non-qualifying investment was made in Dominions House
Limited in March 2013 in a building in Cardiff.
The majority of the 'F' Share pool investments have performed in line
with expectations over the period and continued to be valued at original
cost, however there have been three adjustments.
A reduction in value was made to Southampton Hotel Developments Limited
following delays to the build. As such, a precautionary GBP150,000
provision was made at this time.
Performance of the nightclub owned by City Falkirk Limited has
unfortunately continued to operate below expectation and a further
reduction in value of GBP95,000 has been made. We are working closely
with the club's management in order to try to bring the trading back on
track, however, it is clear that the depressed economic conditions are a
major contributing factor to the weak performance.
An GBP11,000 uplift in the value of Kidspace Adventures Holdings Limited
was recognised at the interim to reflect that the business is performing
well.
In total, the portfolio produced net unrealised capital losses of
GBP234,000 for the six months.
Details of the 'F' Share pool portfolio and investment activity during
the period are shown below.
Net asset value
At 31 July 2013, the net asset value ("NAV") for a holding of one 'F'
Share was 84.0p, a decrease of 2.0p (2.3%) over the period. Total Return
(NAV plus dividends paid to date) is now 91.5p for a combined holding.
Results and dividend
The loss on ordinary activities for the 'F' Shares, after taxation, for
the period was GBP215,000, comprising a revenue profit of GBP19,000 and
a capital loss of GBP234,000.
The company will pay an interim dividend of 2.5p per 'F' Share, on 27
November 2013, to 'F' Shareholders on the register at 8 November 2013.
Outlook
The 'F' Share portfolio is still at a relatively early stage and the
initial setbacks in the portfolio are disappointing. The focus for the
remainder of the year will be to identify further good quality
qualifying investments to utilise remaining funds and to continue
building a portfolio with good potential for growth over the next four
year when the commencements of the realisations are planned.
Downing LLP
SUMMARY OF INVESTMENT PORTFOLIO
'F' SHARE POOL
as at 31 July 2013
Unrealised
gain/(loss) in % of portfolioby
Cost Valuation period value
GBP'000 GBP'000 GBP'000
Qualifying
investments
Tor Solar PV
Limited* 680 680 - 7.4%
Vulcan Renewables
Limited 560 560 - 6.1%
Redmed Limited* 311 311 - 3.4%
Fubar Stirling
Limited 268 268 - 2.9%
Kidspace
Adventures
Holdings
Limited* 250 261 11 2.8%
City Falkirk
Limited* 421 244 (95) 2.7%
Fresh Green Power
Limited 200 200 - 2.2%
Pabulum Pubs
Limited 200 200 - 2.2%
Augusta Pub
Company Limited 100 100 - 1.1%
Green Energy
Production UK
Limited 100 100 - 1.1%
Cheers Dumbarton
Limited 48 48 - 0.5%
Lochrise Limited 13 - - 0.0%
Non-qualifying
investments
Aminghurst Limited 1,110 1,110 - 12.1%
Pub People Limited 500 500 - 5.4%
Baron House
Developments LLP 481 481 - 5.2%
Hoole Hall Hotel
Limited 265 265 - 2.9%
Retallack Limited 262 262 - 2.8%
Southampton Hotel
Developments
Limited 300 150 (150) 1.6%
Dominions House
Limited 107 107 - 1.2%
3D Pub Co Limited 55 55 - 0.6%
6,231 5,902 (234) 64.2%
Cash at bank and
in hand 3,293 35.8%
Total 9,195 100.0%
* Partially qualifying investment
SUMMARY OF INVESTMENT PORTFOLIO
'F' SHARE POOL
as at 31 July 2013
Additions GBP'000
Qualifying investments
Redmed Limited* 311
Pabulum Pubs Limited 200
Augusta Pub Company Limited 100
Non-qualifying investments
Pub People Limited 500
Dominions House Limited 107
Retallack Limited 77
Total 1,295
Market Gain Total
value at Disposal against realised
Disposals Cost 01/02/13 proceeds cost gain
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Non-qualifying investments
Clareville Street LLP 500 500 500 - -
West Tower Holdings
Limited 290 290 290 - -
Baron House Developments
LLP 65 65 65 - -
Retallack Limited 144 144 144 - -
999 999 999 - -
* Partially qualifying investment
** Adjusted for purchases in the year
UNAUDITED SUMMARISED BALANCE SHEET
as at 31 July 2013
31 Jul 31 Jan
31 Jul 2013 2012 2013
'C' 'D' 'F' Total Total
Shares Shares Shares Total (inc Ords) (inc Ords)
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Fixed assets
Unquoted
investments 6,614 7,579 5,902 20,095 18,987 20,609
Current assets
Debtors 120 112 49 281 533 320
Cash at bank and
in hand 105 357 3,216 3,678 3,682 3,781
225 469 3,265 3,959 4,215 4,101
Creditors:
amounts falling
due within one
year (165) (158) (84) (407) (282) (363)
Net current
assets 60 311 3,181 3,552 3,933 3,738
Net assets 6,674 7,890 9,083 23,647 22,920 24,347
Capital and
reserves
Called up share
capital 18 25 11 54 153 54
Share capital to
be issued - - - - - -
Capital
redemption
reserve 106 - - 106 5 106
Special reserve 5,847 8,110 - 13,957 14,719 14,361
Share premium
account - - 10,160 10,160 8,366 10,160
Revaluation
reserve 517 (389) (328) (200) (273) 44
Capital reserve
- realised 53 - (763) (710) 48 (439)
Revenue reserve 133 144 3 280 (98) 61
Total equity
shareholders'
funds 6,674 7,890 9,083 23,647 22,920 24,347
Basic and diluted net
asset value per:
'C' Share 93.1p 90.8p 94.7p
'A' Share 0.1p 0.1p 0.1p
'D' Share 79.0p 80.3p 79.7p
'E' Share 0.1p 0.1p 0.1p
'F' Share 83.9p 94.4p 88.5p
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
31 Jul 31 Jan
31 July 2013 2012 2013
'C' 'D' 'F' Total Total
Shares Shares Shares Total (inc Ords) (inc Ords)
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Opening
Shareholders'
funds 6,789 7,984 9,574 24,347 16,090 16,090
Issue of shares - - - - 8,862 10,763
Share issue
costs - - - - (487) (592)
Purchase of own
shares - (11) - (11) - (12)
Total recognised
gains/(losses)
for the year 64 167 (221) 10 62 626
Share capital to
be issued - - - - (1,178) (1,178)
Dividends (179) (250) (270) (699) (429) (1,350)
Closing
Shareholders'
funds 6,674 7,890 9,083 23,647 22,920 24,347
INCOME STATEMENT
for the six months ended 31 July 2013
Year
ended
Six months ended Six months ended 31 Jan
Company Total 31 Jul 2013 31 Jul 2012 2013
Revenue Capital Total Revenue Capital Total Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Income 643 - 643 295 - 295 1,149
(Losses)/gains
on
investments
- realised - - - - (5) (5) -
- unrealised - (258) (258) - 44 44 175
643 (258) 385 295 39 334 1,324
Investment
management
fees (186) - (186) (145) - (145) (308)
Other expenses (110) - (110) (110) - (110) (238)
Return on
ordinary
activities
before
taxation 347 (258) 89 40 39 79 778
Taxation (79) - (79) (17) - (17) (152)
Return
attributable
to equity
shareholders 268 (258) 10 23 39 62 626
Return per 'C'
Share 1.6p (0.7p) 0.9p 0.7p 1.1p 1.8p 8.2p
Return per 'A'
Share - - - - - - -
Return per 'D'
Share 1.4p 0.2p 1.6p (0.2p) (0.3p) (0.5p) 1.5p
Return per 'E'
Share - - - - - - -
Return per 'F'
Share 0.1p (2.2p) (2.1p) (0.1p) - (0.1p) (1.3p)
A Statement of Total Recognised Gains and Losses has not been prepared
as all gains/losses are recognised in the Income Statement as noted
above.
Year
ended
Six months ended Six months ended 31 Jan
'C' Shares 31 Jul 2013 31 Jul 2012 2013
Revenue Capital Total Revenue Capital Total Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Income 220 - 220 151 - 151 537
(Losses)/gains on
investments
- realised - - - - - - -
- unrealised - (49) (49) - 76 76 299
220 (49) 171 151 76 227 836
Investment
management
fees (46) - (46) (44) - (44) (89)
Other expenses (31) - (31) (40) - (40) (75)
Return on
ordinary
activities
before
taxation 143 (49) 94 67 76 143 672
Taxation (30) - (30) (17) - (17) (87)
Return
attributable
to equity
shareholders 113 (49) 64 50 76 126 585
Year
ended
Six months ended Six months ended 31 Jan
'D' Shares 31 Jul 2013 31 Jul 2012 2013
Revenue Capital Total Revenue Capital Total Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Income 274 - 274 85 - 85 433
Gains/(losses)
on
investments
- realised - - - - - - -
- unrealised - 25 25 - (32) (32) (24)
274 25 299 85 (32) 53 409
Investment
management
fees (54) - (54) (56) - (56) (110)
Other expenses (36) - (36) (48) - (48) (88)
Return on
ordinary
activities
before
taxation 184 25 209 (19) (32) (51) 211
Taxation (42) - (42) - - - (60)
Return
attributable
to equity
shareholders 142 25 167 (19) (32) (51) 151
Year
ended
Six months ended Six months ended 31 Jan
'F' Shares 31 Jul 2013 31 Jul 2012 2013
Revenue Capital Total Revenue Capital Total Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Income 149 - 149 59 - 59 179
Losses on
investments
- realised - - - - - - -
- unrealised - (234) (234) - - - (95)
149 (234) (85) 59 - 59 84
Investment
management
fees (86) - (86) (45) - (45) (109)
Other expenses (43) - (43) (22) - (22) (75)
Loss on
ordinary
activities
before
taxation 20 (234) (214) (8) - (8) (100)
Taxation (7) - (7) - - - (5)
Loss
attributable
to equity
shareholders 13 (234) (221) (8) - (8) (105)
UNAUDITED CASH FLOW STATEMENT
for the six months ended 31 July 2013
31 Jul 31 Jan
31 Jul 2013 2012 2013
Total Total
'C' 'D' 'F' (inc (in
Shares Shares Shares Total Ords) Ords)
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Net cash
inflow/(outflow)
from operating
activities 1 170 139 42 351 145 575
Taxation
Corporation tax paid - - - - - (81)
Capital expenditure
Purchase of
investments - (137) (1,295) (1,432) (5,646) (8,054)
Sale of investments 79 610 999 1,688 938 1,860
Net cash outflow from
capital expenditure 79 473 (296) 256 (4,708) (6,194)
Equity dividends paid (179) (250) (270) (699) (429) (1,350)
Net cash outflow
before financing 70 362 (524) (92) (4,992) (7,050)
Financing
Proceeds from share
issue - - - - 8,489 10,763
Share issue costs - - - - (487) (592)
Purchase of own
shares - (11) - (11) - (12)
Net cash inflow from
financing - (11) - (11) 8,002 10,159
(Decrease)/increase
in cash 2 70 351 (524) (103) 3,010 3,109
NOTES TO THE UNAUDITED CASH FLOW STATEMENT
for the six months ended 31 July 2013
31 Jul 31 Jan
31 Jul 2013 2012 2013
'C' 'D' 'F' Total Total
Shares Shares Shares Total (inc Ords) (inc Ords)
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
1 Cash inflow from operating activities and returns
on investments
Return on ordinary
activities before
taxation 94 209 (214) 89 79 778
(Gains)/losses on
investments 49 (25) 234 258 (39) (175)
Decrease/(increase)
in other debtors 37 (22) 24 39 52 (107)
(Decrease)/increase
in other creditors (11) (23) (13) (47) 53 47
Increase/(decrease)
in amount due to
subsidiary
undertaking 1 - 11 12 - 32
Net cash
inflow/(outflow)
from operating
activities 170 139 42 351 145 575
2 Analysis of net
funds
Beginning of period 35 6 3,740 3,781 672 672
Net cash
(outflow)/inflow 70 351 (524) (103) 3,010 3,109
End of period 105 357 3,216 3,678 3,682 3,781
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
1. The unaudited half-yearly results cover the six months to 31 July
2013 and have been prepared in accordance with the Statement of
Recommended Practice "Financial Statements of Investment Trust Companies
and Venture Capital Trusts" revised January 2009 and in accordance with
the accounting policies set out in the statutory accounts for the year
ended 31 January 2013, which were prepared under UK Generally Accepted
Accounting Practice.
2. All revenue and capital items in the Income Statement derive from
continuing operations.
3. The Company has only one class of business and derives its income
from investments made in shares, securities and bank deposits.
4. The comparative figures are in respect of the six month period ended
31 July 2012 and the year ended 31 January 2013 respectively.
5. Dividends
Six months ended Year ended
31 July 2013 31 Jan 2013
Per share Revenue Capital Total Total
Paid in year pence GBP'000 GBP'000 GBP'000 GBP'000
'C' Shares
2013 Final 2.5p 49 130 179 -
2012 Final 2.5p - - - 179
2013 Interim 2.5p - - - 179
49 130 179 358
'D' Shares
2013 Final 2.5p - 250 250 -
2012 Final 2.5p - - - 250
2013 Interim 2.5p - - - 250
- 250 250 500
'F' Shares
2013 Final 2.5p - 270 270 -
2013 Interim 5.0p - - - 492
- 270 270 492
No dividends have been paid or declared in respect of the 'A' Shares or
'E' Shares.
6. Basic and diluted return per share
'C' 'A' 'D' 'E' 'F'
Shares Shares Shares Shares Shares
Revenue return per share based
on:
Net revenue after
taxation (GBP'000) 113 - 142 - 13
Capital return/(loss) per share based on:
Net capital gain for
the financial year
(GBP'000) (49) - 25 - (234)
Weighted average
number of shares in
issue 7,158,326 10,750,064 9,991,126 14,994,862 10,821,660
7. Net asset value per share
Shares in issue Net asset value
per share GBP'000
'C' Shares 7,158,326 93.1p 6,663
'A' Shares 10,750,064 0.1p 11
'D' Shares 9,979,109 79.0p 7,875
'E' Shares 14,994,862 0.1p 15
'F' Shares 10,821,660 83.9p 9,083
23,647
* The Ordinary Shares have been cancelled since the period end.
8. Reserves
Capital Share Capital
redemption Premium Special Revenue reserve Revaluation
reserve reserve reserve reserve - realised reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1
February
2013 106 10,160 14,361 61 (439) 44
Issue of
shares - - - - - -
Share issue
costs - - - - - -
Purchase of
own shares - - (11) - - -
Net
(loss)/gain
on
investments - - - - - (258)
Dividends
paid - - - (49) (650) -
Transfer
between
reserves - - (393) - 379 14
Retained
revenue - - - 268 - -
At 31 July
2013 106 10,160 13,957 280 (710) (200)
The Special reserve, Capital reserve - realised and Revenue reserve are
all distributable reserves. The Revaluation reserve includes losses of
GBP1,171,000 which are included in the calculation of distributable
reserves. Total distributable reserves are GBP12,356,000 (GBP13,188,000
at 31 January 2013).
9. The unaudited condensed financial statements set out herein do not
constitute statutory accounts within the meaning of Section 434 of the
Companies Act 2006 and have not been delivered to the Registrar of
Companies. The figures for the year ended 31 January 2013 have been
extracted from the financial statements for that year, which have been
delivered to the Registrar of Companies; the Auditor's report on those
financial statements was unqualified.
10. The Directors confirm that, to the best of their knowledge, the
half-yearly financial statements have been prepared in accordance with
the "Statement: Half-Yearly Financial Reports" issued by the UK
Accounting Standards Board and the 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 entity during that period, and any
changes in the related party transactions described in the last annual
report that could do so.
11. Risks and uncertainties
Under the Disclosure and Transparency Directive, the Board is required,
in the Company's half-yearly results, to report on principal risks and
uncertainties facing the Company over the remainder of the financial
year.
The Board concluded that the key risks facing the Company over the
remainder of the financial period are as follows:
(i) Compliance risk of failure to maintain approval as a VCT; and
(ii) Investment risk associated with investing in small and immature
businesses.
The Company's compliance with the VCT regulations is continually
monitored by the Manager, who reports regularly to the Board on the
current position. The Company has also appointed PricewaterhouseCoopers
to provide regular reviews and advice in this area.
In order to make VCT qualifying investments, the Company has to invest
in small businesses which are often immature. It also has a limited
period in which it must invest the majority of its funds. The Manager
follows a rigorous process in vetting and careful structuring of new
investments, including taking a charge over the assets of the business
wherever possible and, after an investment is made, closely monitoring
the business.
The Board is satisfied that these approaches provide satisfactory
management of the key risks.
12. Going concern
The Directors have reviewed the Company's financial resources at the
period end and conclude that the Company is well placed to manage its
business risks.
The Board confirms that it is satisfied that the Company has adequate
resources to continue in business for the foreseeable future. For this
reason, the Board believes that the Company continues to be a going
concern and that it is appropriate to apply the going concern basis in
preparing the financial statements.
13. Copies of the unaudited half-yearly report will be sent to
Shareholders shortly. Further copies can be obtained from the Company's
registered office or will be available for download from
www.downing.co.uk.
This announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the
information contained therein.
Source: Downing Planned Exit VCT 3 PLC via Thomson Reuters ONE
HUG#1732121
Downing Three C (LSE:DP3C)
Historical Stock Chart
From Jun 2024 to Jul 2024
Downing Three C (LSE:DP3C)
Historical Stock Chart
From Jul 2023 to Jul 2024
