Northern 2 VCT PLC Annual Financial Report -3-
May 30 2014 - 5:45AM
UK Regulatory
medium-sized unquoted and AIM-quoted companies which are VCT qualifying
holdings, and which by their nature entail a higher level of risk and
lower liquidity than investments in large quoted companies. The
directors aim to limit the risk attaching to the portfolio as a whole by
careful selection, close monitoring and timely realisation of
investments, by carrying out rigorous due diligence procedures and by
maintaining a wide spread of holdings in terms of financing stage and
industry sector. The board reviews the investment portfolio with the
managers on a regular basis.
Financial risk: As most of the company's investments involve a medium
to long-term commitment and many are relatively illiquid, the directors
consider that it is inappropriate to finance the company's activities
through borrowing except on an occasional short-term basis. Accordingly
they seek to maintain a proportion of the company's assets in cash or
cash equivalents in order to be in a position to take advantage of new
unquoted investment opportunities. The company has very little exposure
to foreign currency risk and does not enter into derivative
transactions.
Economic risk: Events such as economic recession or general
fluctuations in stock markets and interest rates may affect the
valuation of investee companies and their ability to access adequate
financial resources, as well as affecting the company's own share price
and discount to net asset value.
Stock market risk: Some of the company's investments are quoted on the
London Stock Exchange or the AIM market and will be subject to market
fluctuations upwards and downwards. External factors such as terrorist
activity can negatively impact stock markets worldwide and the AIM
market is no exception to this. In times of adverse sentiment there
tends to be very little, if any, market demand for shares in the smaller
companies quoted on AIM.
Credit risk: the company holds a number of financial instruments and
cash deposits and is dependent on the counterparties discharging their
commitment. The directors review the creditworthiness of the
counterparties to these instruments and cash deposits and seek to ensure
there is no significant concentration of credit risk with any one
counterparty.
Liquidity risk: The company's investments may be difficult to realise.
The fact that a stock is quoted on AIM does not guarantee its liquidity
and there may be a large spread between bid and offer prices. Unquoted
investments are not traded on a recognised stock exchange and are
inherently illiquid.
Legislative and regulatory risk: in order to maintain its approval as a
VCT, the company is required to comply with current VCT legislation in
the UK as well as the European Commission's State Aid rules. Changes to
the UK legislation or the State Aid rules in the future could have an
adverse effect on the company's ability to achieve satisfactory
investment returns whilst retaining its VCT approval. The board and the
manager monitor political developments and where appropriate seek to
make representations either directly or through the relevant trade
bodies.
Internal control risk: The board regularly reviews the system of
internal controls, both financial and non-financial, operated by the
company and the manager. These include controls designed to ensure that
the company's assets are safeguarded and that proper accounting records
are maintained.
VCT qualifying status risk: The company is required at all times to
observe the conditions laid down in the Income Tax Act 2007 for the
maintenance of approved VCT status. The loss of such approval could
lead to the company losing its exemption from corporation tax on capital
gains, to investors being liable to pay income tax on dividends received
from the company and, in certain circumstances, to investors being
required to repay the initial income tax relief on their investment.
The manager keeps the company's VCT qualifying status under continual
review and reports to the board on a quarterly basis. The board has
also retained PricewaterhouseCoopers LLP to undertake an independent VCT
status monitoring role.
DIRECTORS' RESPONSIBILITIES STATEMENT
The directors are responsible for preparing the annual report and the
financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for
each financial year. Under that law the directors have elected to
prepare the financial statements in accordance with UK Accounting
Standards and applicable law (UK Generally Accepted Accounting
Practice). Under company law the directors must not approve the
financial statements unless they are satisfied that they give a true and
fair view of the state of affairs of the company and of the profit or
loss of the company for the year.
In preparing the financial statements, the directors are required to (i)
select suitable accounting policies and then apply them consistently;
(ii) make judgements and estimates that are reasonable and prudent;
(iii) state whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and explained in
the financial statements; and (iv) prepare the financial statements on
the going concern basis unless it is inappropriate to presume that the
company will continue in business.
The directors are responsible for keeping adequate accounting records
that are sufficient to show and explain the company's transactions and
disclose with reasonable accuracy at any time the financial position of
the company and enable them to ensure that its financial statements
comply with the Companies Act 2006. They have general responsibility
for taking such steps as are reasonably open to them to safeguard the
assets of the company and to prevent and detect fraud and other
irregularities. Under applicable law and regulations, the directors are
also responsible for preparing a directors' report, strategic report,
directors' remuneration report and corporate governance statement that
comply with that law and those regulations.
The company's financial statements are published on the NVM Private
Equity Limited (NVM) website, www.nvm.co.uk. The maintenance and
integrity of this website is the responsibility of NVM and not of the
company. The work carried out by KPMG LLP as independent auditor of the
company does not involve consideration of the maintenance and integrity
of the website and accordingly they accept no responsibility for any
changes that have occurred to the financial statements since they were
initially presented on the website. Visitors to the website should be
aware that legislation in the United Kingdom governing the preparation
and dissemination of the financial statements may differ from
legislation in their jurisdiction.
In relation to the financial statements for the year ended 31 March 2014
each of the directors has confirmed that, to the best of his knowledge,
(i) the financial statements, prepared in accordance with the applicable
accounting standards, give a true and fair view of the assets,
liabilities, financial position and profit of the company; (ii) the
annual report and financial statements, taken as a whole, is fair,
balanced and understandable and provides the information necessary for
shareholders to assess the company's performance, business model and
strategy; and (iii) the directors' report and strategic report include
a fair review of the development and performance of the business and the
position of the company, together with a description of the principal
risks and uncertainties that the company faces.
The directors of the company at the date of this announcement were Mr D
P A Gravells (Chairman), Mr A M Conn, Mr E M P Denny, Mr C G A Fletcher
and Mr F L G Neale.
OTHER MATTERS
The above summary of results for the year ended 31 March 2014 does not
constitute statutory financial statements within the meaning of Section
435 of the Companies Act 2006 and has not been delivered to the
Registrar of Companies. Statutory financial statements will be filed
with the Registrar of Companies in due course; the independent
auditor's report on those financial statements under Section 495 of the
Companies Act 2006 is unqualified and does not contain a statement under
Section 498(2) or (3) of the Companies Act 2006.
The calculation of the revenue and capital return per share is based on
the return on ordinary activities after tax for the year and on
82,045,163 (2013 70,652,873) ordinary shares, being the weighted average
number of shares in issue during the year.
The calculation of the net asset value per share is based on the net
assets at 31 March 2014 divided by the 91,237,323 (2013 73,990,871)
ordinary shares in issue at that date.
The full annual report including financial statements for the year ended
31 March 2014 is expected to be posted to shareholders by 13 June 2014
and will be available to the public at the registered office of the
company at St Ann's Wharf, 112 Quayside, Newcastle upon Tyne NE1 3DX and
on the NVM Private Equity Limited website, www.nvm.co.uk.
Neither the contents of the NVM Private Equity Limited website nor the
contents of any website accessible from hyperlinks on the NVM Private
Equity Limited website (or any other website) is incorporated into, or
forms part of, this announcement.
This announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Northern 2 VCT PLC via Globenewswire
HUG#1789575
http://www.nvm.co.uk/investorarea/northern_2_vct_plc.php
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