TIDMOTV1
Octopus Titan VCT 1 PLC
Half-Yearly Results
29 June 2009
Octopus Titan VCT 1 PLC, managed by Octopus Investments Limited,
today announces the Half-Yearly results for the six months ended 30
April 2009.
These results were approved by the Board of Directors on 29 June
2009.
You may view the Half-Yearly Report in full at
www.octopusinvestments.com by navigating to the VCT Meetings &
Reports under the 'Services' section.
About Octopus Titan VCT 1 PLC
Octopus Titan VCT 1 plc ("Titan 1", "Company" or "Fund") is a venture
capital trust ("VCT") which aims to provide shareholders with
attractive tax-free dividends and long-term capital growth, by
investing in a diverse portfolio of predominately unquoted
companies. The Company is managed by Octopus Ventures Limited
("Octopus" or "Manager"). Octopus Ventures Limited is a subsidiary of
Octopus Investments Limited.
Titan 1 was incorporated on 12 October 2007 with the first allotment
of equity being 19 December 2007. In collaboration with Octopus Titan
VCT 2 plc ("Titan 2"), the funds raised over GBP30.8 million in
aggregate (GBP29.5 million net of expenses) through an offer for
subscription which closed on 16 May 2008. Titan 1 will invest
primarily in unquoted UK smaller companies and aims to deliver
absolute returns on its investments.
Financial Summary
Six months to Six months to Year to
30 30 31 October
April 2009 April 2008 2008
Net assets (000s) GBP14,293 GBP14,509 GBP14,036
Net profit/(loss) after tax
(000s) GBP336 GBP70 GBP(722)
Net asset value per share
("NAV") 91.5p 95.0p 89.9p
Cumulative dividends paid
since launch 0.5p - -
Total return (NAV plus
dividends paid) 92.0p 95.0p 89.9p
Dividend proposed at the
period end 0.5p - 0.5p
The table below shows the movement in net asset value per share
("NAV") and lists the dividends that have been paid since the launch
of Titan 1:
Dividends paid NAV + cumulative
Period Ended NAV in period dividends
30 April 2008 95.0p - 95.0p
31 October 2008 89.9p - 89.9p
30 April 2009 91.5p 0.5p 92.0p
Chairman's Statement
I am pleased to present the second half-yearly report covering the
six month period to 30 April 2009 for Octopus Titan VCT 1 plc.
Performance
The total return (being the change in NAV plus dividends paid in the
period) of the Fund rose 2.1p or 2.3% for the period. This is
particularly pleasing given the period under review has seen
considerable volatility in the stock market with a low on 10 March
2009 before a recovering somewhat to where we are today.
The portfolio of non-qualifying investments in money market
securities managed by Goldman Sachs and Open Ended Investments
Companies ("OEICs") managed by Octopus has shown signifcant gains
since the year end. The building of the quaifying investment
portfolio has continued apace with three new investments made in the
period. A further investment has been made since the period end
too. Disappointingly however, our investment in GBE Environmental
has been written down to nil due to the company being placed into
administration.
Further details of both the non-qualifying and qualifying investment
portfolios are set out below.
Dividend and Dividend Policy
The Board's primary aim is to create distributable capital gains. We
anticipate declaring modest dividends out of revenue reserves in the
early years although these are likely to be smaller than originally
envisaged due to the substantial reduction in interest rates. That
said, for the period ended 30 April 2009, the Board has declared an
interim dividend of 0.5p per share, payable from revenue reserves.
This dividend will be paid to shareholders, on 31 July 2009, who are
on the register on 10 July 2009.
Investment Portfolio
Non-qualifying investments
Our portfolio of corporate bonds and floating rate notes managed by
Goldman Sachs has recovered significantly in value since the year end
in October and currently all are trading above their purchase costs.
As I reported in the Annual Report earlier this year, the Board
closely monitor the performance of the portfolio managed by Goldman
Sachs. The focus remains on capital preservation and, with the mix
of bonds, floating rate notes and money market funds in the
portfolio, the Board are confident this objective should be achieved
whilst providing a modest level of income for the Fund whilst the
funds await deployment in qualifying investments.
Furthermore, our investment in the CF Octopus Partner Fund (Absolute
Return) has gained some GBP540,000 over the six months to 30 April
2009. This investment, along with our investment in the CF Octopus
Partner Fund (UK Smaller Companies) are long term, non-qualifying
holdings, and despite the disappointing performance to date of the
latter fund, we expect it to recover this lost ground over the longer
time period we have in mind.
Qualifying investments
Calastone and True Knowledge continue to trade to plan and are held
at cost within these accounts. Our investment in The Key Revolution
is shown at a lower valuation than at the price of our original
investment. During the period the company fell behind its budget as
a result of a longer development period of the Mobiu product than
initially forecast and, as a result, the company approached its
shareholders for additional funds whilst streamlining the cost base
of the business. Titan 1, along with Titan 2, each invested GBP155,000
in this investment round, the investment has been reduced by GBP263,000
and is now valued on the basis of this fund raising round. However,
it is unfortunate to be reporting a full write down in the value of
our investment in GBE Environmental. The Manager had been in
discussions with the management team who have had problems with the
development of new products. This, combined with the inability to
fully exploit its existing technologies given the current market
conditions, led to the company being placed into administration with
little likelihood of recovering any of our investment.
New qualifying investments
As mentioned above, there have been three new qualifying investments
in the period with a fourth investment after the period end. These
are all detailed below:
Zoopla Limited
In January, Titan 1 made an investment of GBP559,000 into Zoopla
Limited, an award-winning online property information service and
community website, presenting information on house pricing, free
valuation estimates, for sale listings, and local community
information. Zoopla has become one of the UK's leading website for
house prices and value data, as it provides the most comprehensive
source of residential property market information.
Phasor Solutions Limited
In March Titan 1 invested GBP100,000 into Phasor Solutions Limited.
Phasor is a research and development company in the process of
producing flat panel phased array antennae, which will be a fraction
of the cost associated with traditional phased array technology.
They are used across many industries including travel and engineering
and can facilitate communication signals. Phasor has the potential to
transform the 'communication on the move' market through its phased
array product offering. Additionally, Phasor's product range, which
will be expanded to include radars, has numerous other applications
in both the aerospace and military sectors.
e-Therapeutics plc
Also in March, Titan 1 invested GBP450,000 into e-Therapeutics plc a
business listed on the Alternative Investment Market. e-Therapeutics
focuses on three core areas: the discovery of new drugs; discovering
novel uses for existing drugs; and analysis of the interactions
between different drugs. The company has developed a unique drug
discovery technology that enables it to assess drug candidates for
high efficacy and safety ahead of clinical trials. The use of this
technology dramatically reduces the time between drug discovery and
market applicability, and reduces the risks associated with clinical
trials.
Phase Vision Limited
After the end of the period Titan 1 completed an investment into
Phase Vision Limited. Phase Vision is a manufacturer of optical
inspection solutions for high-speed, three dimensional shape
measurement with micro-scale accuracy. The company has developed (and
patented) a unique optical approach to the measurement of very large
industrial items with free-form or curved surfaces, such as ship
propellers and aircraft wings to tighten manufacturing tolerances,
increase throughput and reduce waste.
Principal Risks and Uncertainties
The principal risks and uncertainties are set out in note 6 of the
Notes to the Half-Yearly Report on page 13.
Outlook
Our Manager is presently seeing a strong deal flow and they are in
active negotiations with several businesses which they hope will lead
to an investment. Since smaller businesses lag the general economy,
we are hopeful that we will be able to reach our investment target
while prices are more realistic than in recent years.
As has been seen from our investment in GBE Environmental, investing
in early stage technology businesses carries with it significant
risk. Your Board believes that the combination of co-investment with
the Octopus Investor Group alongside strong due diligence will reduce
these risks but not, of course, eliminate them.
I am pleased to report that the unrealised losses on our quoted
portfolio, which followed the unfortunate events of last autumn, have
largely reversed leading to the modest uplift in our net asset value.
However, since we need to retain significant resources in cash or
near cash (with low yield at present) and minimal income from the
unquoted portfolio, it is difficult to cover the combined running
costs. However your Board remain confident that current circumstances
will allow us to achieve our objective of absolute return in the
medium term.
If you have any questions on any aspect of your investment, please
write to me c/o Octopus or call one of the team on 0800 316 2347.
Lewis Jarrett
Chairman
29 June 2009
Investment Portfolio
%
equity
% held by
Carrying equity all
Unrealised value at held funds
Investment profit/ 30 April by managed
Qualifying at cost (loss) 2009 Titan by
Investments Sector (GBP'000) (GBP'000) (GBP'000) 1 Octopus
True Knowledge Media
Limited 682 - 682 6.8% 32.1%
Calastone Technology
Limited 635 - 635 7.5% 23.5%
Zoopla Limited Media 559 - 559 4.7% 16.7%
e-Therapeutics Consumer lifestyle
plc & wellbeing 450 - 450 0.4% 5.1%
The Key Telecommunications
Revolution
Limited 566 (263) 303 12.4% 35.9%
Phasor Technology
Solutions
Limited 100 - 100 2.0% 33.1%
GBE
Environmental
Limited Environmental 325 (325) - 11.3% 22.5%
Total qualifying investments 3,317 (588) 2,729
Money market securities 7,568 (18) 7,550
OEICs 3,542 425 3,967
Cash at bank 99 - 99
Total
investments 14,526 (181) 14,345
Net current
assets (52)
Total net
assets 14,293
Responsibility Statement of the Directors in respect of the
Half-Yearly Report
We confirm that to the best of our 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;
* the half-yearly report includes a fair review of the information
required by the Financial Services Authority Disclosure and
Transparency Rules, being:
o an indication of the important events that have occurred during
the first six months of the financial year and their impact on the
condensed set of financial statements.
o a description of the principal risks and uncertainties for the
remaining six months of the year; and
o a description of related party transactions that have taken place
in the first six months of the current financial year, that may 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.
On behalf of the Board
Lewis Jarrett
Chairman
29 June 2009
Income Statement
Six months to 30 Six months to 30 Year to 31 October
April 2009 April 2008 2008
Revenue Capital Total Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Loss on disposal
of fixed asset
investments - - - - - - - - -
Gain on disposal
of current asset
investments - 73 73 - - - - - -
Loss on valuation
of fixed asset
investments - (372) (372) - - - - (215) (215)
Gain/(loss) on
valuation of
current asset
investments - 527 527 - 98 98 - (437) (437)
Income 339 - 339 65 - 65 326 - 326
Investment
management fees (34) (104) (138) (11) (33) (44) (55) (164) (219)
Other expenses (93) - (93) (49) - (49) (177) - (177)
Profit/(loss) on
ordinary
activities before
tax 212 124 336 5 65 70 94 (816) (722)
Taxation on
profit/(loss) on
ordinary
activities - - - - - - - - -
Profit/(loss) on
ordinary
activities after
tax 212 124 336 5 65 70 94 (816) (722)
Return per share
- basic and
diluted 2.2p 1.3p 3.4p 0.1p 1.6p 1.8p 1.0p (8.3)p (7.3)p
* The 'Total' column of this statement is the profit and loss
account of the Company; the supplementary revenue return and
capital return columns have been prepared under guidance
published by the Association of Investment Companies.
* all revenue and capital items in the above statement derive from
continuing operations
* the accompanying notes are an integral part of the half-yearly
report
* The Company has no recognised gains or losses other than those
disclosed in the income statement.
Reconciliation of Movements in Shareholders' Funds
Six months Six months Year to
ended ended 31 October
30 April 2009 30 April 2008 2008
GBP'000 GBP'000 GBP'000
Shareholders' funds at start
of period 14,036 - -
Profit/(loss) on ordinary
activities after tax 336 70 (722)
Issue of equity (net of
expenses) - 14,439 14,758
Dividends paid (78) - -
Shareholders' funds at end of
period 14,293 14,509 14,036
Balance Sheet
As at 30 As at 30 As at 31
April 2009 April 2008 October 2008
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Fixed asset investments 2,729 - 1,837
Current assets:
Investments 11,517 9,304 11,663
Debtors 50 5 162
Cash at bank 99 5,786 461
11,666 15,095 12,286
Creditors: amounts falling
due within one year (102) (586) (87)
Net current assets 11,564 14,509 12,199
Net assets 14,293 14,509 14,036
Called up equity share
capital 1,562 1,528 1,562
Share premium 13,196 12,911 13,196
Capital reserve - Realised (115) 65 (600)
- Unrealised (578) - (216)
Revenue reserve 228 5 94
Total equity shareholders'
funds 14,293 14,509 14,036
Net asset value per share 91.5p 95.0p 89.9p
Cash Flow Statement
Six months Six months
to to Year to
30 April 30 April 31 October
2009 2008 2008
GBP'000 GBP'000 GBP'000
Net cash inflow/(outflow) from
operating activities 235 553 (145)
Capital expenditure and financial
investment:
Purchase of investments (1,264) - (2,052)
Management of liquid resources:
Purchase of cash equivalent
investments (1,551) (9,206) (24,433)
Sale of cash equivalent investments 2,296 - 12,333
Dividends paid (78) - -
Financing:
Issue of equity (net of expenses) - 15,280 15,443
Share issue expense - (841) (685)
(Decrease)/increase in cash at bank (362) 5,786 461
Reconciliation of net cash flow to movement in net funds
Six months Six months
to to Year to
30 April 30 April 31 October
2009 2008 2008
GBP'000 GBP'000 GBP'000
(Decrease)/increase in cash at
bank (362) 5,786 461
Movement in liquid resources (146) 9,303 11,663
Opening net cash resources 12,124 - -
Net cash resources at end of
period 11,616 15,089 12,124
Reconciliation of profit before taxation to cash flow from operating
activities
Six months Six months
to to Year to
30 April 30 April 31 October
2009 2008 2008
GBP'000 GBP'000 GBP'000
Profit/(loss) on ordinary
activities before tax 336 70 (722)
Gain on disposal of current asset
investments (73) - -
Loss on valuation of fixed asset
investments 372 - 215
(Gain)/loss on valuation of
current asset investments (527) (98) 437
Decrease/(increase) in debtors 112 (5) (162)
Increase in creditors 15 586 87
Net cash inflow/(outflow) from
operating activities 235 553 (145)
Notes to the Half-Yearly Report
1. Basis of preparation
The unaudited half-yearly results which cover the six months to 30
April 2009 have been prepared in accordance with the Accounting
Standard Board's (ASB) statement on half-yearly financial reports
(July 2007) and adopting the accounting policies set out in the
statutory accounts of the Company for the year ended 31 October 2008,
which were prepared under UK GAAP and in accordance with the
Statement of Recommended Practice for Investment Companies issued by
the Association of Investment Companies in July 2003, revised in
December 2005.
2. Publication of non-statutory accounts
The unaudited half-yearly results for the six months ended 30 April
2009 do not constitute statutory accounts within the meaning of
Section 240 of the Companies Act 1985 and have not been delivered to
the Registrar of Companies. The comparative figures for the year
ended 31 October 2008 have been extracted from the audited financial
statements for that year, which have been delivered to the Registrar
of Companies. The independent auditor's report on those financial
statements under Section 235 of the Companies Act 1985 was
unqualified. This half-yearly report has not been reviewed by the
Company's auditor.
3. Earnings per share
The revenue return per share is based on the net revenue return on
ordinary activities after taxation of GBP212,000 (31 October 2008:
(GBP94,000) and 30 April 2008: GBP5,000) whilst the capital per share is
based on the capital profit on ordinary activities after taxation of
GBP124,000 (31 October 2008: GBP(816,000) and 30 April 2008: GBP65,000).
This is in respect of 15,616,881 (31 October 2008: 9,832,696, 30
April 2008: 3,942,592) being the weighted average number of shares,
in issue during the period.
There are no potentially dilutive capital instruments in issue and,
therefore, no diluted returns per share figures are relevant.
4. Net asset value per share
The calculation of net asset value per share as at 30 April 2009 is
based on net assets of GBP14,293,000 (31 October 2008: GBP14,036,000 and
30 April 2008: GBP14,509,000) divided by the 15,616,881 (31 October
2008: 15,616,881, 30 April 2008: 15,279,889) shares in issue at that
date.
5. Dividends
The interim dividend of 0.5 pence per share for the six months ending
30 April 2009 will be paid on 31 July 2009, to those shareholders on
the register on 10 July 2009. This will be paid from revenue
reserves. A final dividend, for the year ending 31 October 2008, of
0.5 pence per share was paid on 9 April 2009 to shareholders who were
on the register on 3 March 2009. This was paid wholly from revenue
reserves.
6. Principal Risks and Uncertainties
The Company's assets consist of equity and fixed-rate interest
investments, cash and liquid resources. Its principal risks are
therefore market risk, credit risk and liquidity risk. Other risks
faced by the Company include economic, loss of approval as a VCT,
investment and strategic, regulatory, reputational, operational and
financial risks. These risks, and the way in which they are managed,
are described in more detail in the Company's Annual Report and
Accounts for the year ended 31 October 2008. The Company's principal
risks and uncertainties have not changed materially since the date of
that report.
7. Related Party Transactions
Octopus acts as the investment manager of the Company. Under the
management agreement, Octopus receives a fee of 2.0 per cent per
annum of the net assets of the Company for the investment management
services. During the period, the Company incurred management fees of
GBP138,000 (31 October 2008: GBP219,000 and 30 April 2008: GBP44,000)
payable to Octopus. At the period end there was GBP4,000 (31 October
2008: Nil and 30 April 2008: Nil) outstanding to Octopus.
Furthermore, Octopus Investments Limited provides administration and
company secretarial services to the Company. Octopus Investments
Limited receives a fee of 0.3 per cent per annum of net assets of the
Company for administration services and GBP7,500 per annum for company
secretarial services.
8. Copies of this statement are being sent to all shareholders.
Copies are also available from the registered office of the Company
at 8 Angel Court, London, EC2R 7HP, and will also be available to
view on the Investment Manager's website at
www.octopusinvestments.com.
=--END OF MESSAGE---
This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.
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