TIDMOTV1
Octopus Titan VCT 1 plc
Final Results
22 January 2013
Octopus Titan VCT 1 plc ("Titan"), managed by Octopus Investments Limited
("Octopus"), today announces the final results for the year ended 31 October
2012.
These results were approved by the Board of Directors on 22 January 2013.
You may, in due course, view the Annual Report in full at
www.octopusinvestments.com.
Octopus Titan VCT 1 plc
Annual Report & Accounts for the year ended 31 October 2012
Financial Summary
As at As at
31 October 2012 31 October 2011
=------------------------------------------------------------------------------
Net assets ( GBP'000s) 21,382 14,842
Return on ordinary activities after tax 5,737 (327)
( GBP'000s)
Net asset value (NAV) per share 121.9p 91.5p
Cumulative dividends paid since launch 6.0p 3.5p
NAV plus cumulative dividends paid to 31 127.9p 95.0p
October 2012
Special dividend proposed 34.0p -
Final dividend proposed - 1.0p
Chairman's Statement
I am pleased to present the annual results for Octopus Titan VCT 1 plc (the
"Company") for the year ended 31 October 2012. I believe that the Titan family
of VCTs are the embodiment of what successive Governments were seeking to
achieve when they created and enhanced the concept of Venture Capital Trusts
through the encouragement of early stage, often technology, businesses. It gives
me great pleasure to see that our aims have been achieved within five years.
Performance
During the year the Total Return of the Company, being the Net Asset Value (NAV)
plus cumulative dividends paid, has increased by 34.6% from 95.0 pence per share
to 127.9 pence per share. This large appreciation reflects the excellent
performance of the investment portfolio which has given rise to an increase in
NAV of 30.4 pence per share in the year. In view of the transaction announced in
December, we are delighted to have realised sufficient cash to pay the
significant special dividend referred to below.
I am very pleased that the business model of this Titan fund, as described in
previous reports, is now being realised with the substantial uplift in NAV as
stated above. The Fund, in common with most funds investing in early stage
businesses, was expected to fall in NAV over the initial years of its life as it
built and developed its portfolio, and I am delighted we have reached and
exceeded our initial investment value within the first five years of the Fund's
life. We remain quietly confident that our portfolio will continue to realise
above average returns through the continuing hard work of our Investment
Manager.
Dividend and Dividend Policy
It remains your Board's policy to strive to maintain a regular dividend, whilst
maintaining the appropriate level of liquidity in the VCT. As a result of the
successful realisations and performance of the investment portfolio during the
year, the Board declared a special dividend of 34.0 pence per share (2011 final
dividend: 1.00 pence per share). This takes the total dividends declared in the
year to 35.5 pence per share (2011: 1.75 pence per share).
The special dividend is to be paid on 28 March 2013 to those shareholders who
were on the register on 11 January 2013. In view of the size of this special
dividend, we are not proposing to declare a final dividend in respect of 2012.
Due to the quantum of the special dividend, the Board are anticipating to offer
shareholders the ability to re-invest the cash amounts into new shares in the
forthcoming linked share offer for all Titan Funds. Further details of this
shall be sent to you shortly in the form of a Prospectus.
The Board's strategy is to maintain an appropriate level of liquidity in the
balance sheet to continue to achieve four aims:
· to support a consistent dividend flow;
· to support further investment in existing portfolio companies if required;
· to take advantage of new investment opportunities as they arise; and
· to assist liquidity in the shares through the buy back facility.
Liquidity in the VCT is primarily driven by capital realisations.
Investment Portfolio
The value of the portfolio has seen an overall increase of GBP7,120,000 during the
year. This is largely attributable to considerable increases in fair value in
Nature Delivered, Zoopla, Calastone and TouchType totalling GBP7,518,000.
During the year the Fund focused on supporting the existing portfolio companies
during the year by making 10 follow-on investments amounting to GBP1,061,000.
Post year end, on 30 November 2012, I am delighted to report that the Fund's
holding in Nature Delivered was realised. This yielded GBP5,884,000 for the Fund
of which GBP3,764,000 was paid in cash and GBP2,120,000 was reinvested. This
represents a significant multiple on the cost of the Fund's investment in Nature
Delivered.
Furthermore, I am pleased to report that, during the year, the Company part
disposed of Zoopla, realising a gain and proving the success of this investment.
The Company also disposed of its total holding in Evi Technologies. Elsewhere,
AQS Group and Michelson Diagnostics suffered the largest decreases in fair value
within the portfolio. For a more in depth discussion of the portfolio companies
please refer to pages X to X in the Investment Manager's Review.
Top-up and Buybacks
As mentioned in the interim report, the Company successfully raised GBP1,323,000
net of costs, during the year which saw the Top-up offer fully subscribed. The
majority of the funds raised are being used to support existing portfolio
companies where the Investment Manager sees the opportunity for business growth.
Due to the success of the 2012 Top-up, the Board have announced an intention to
offer for new shares alongside the other four Octopus Titan VCTs. We will write
to you with further details soon.
During the period, the company repurchased 116,009 shares. Further details can
be found in Note 14 of the accounts. The Board is pleased to announce a change
in its long standing policy of providing secondary market liquidity in the
shares. The Board has always bought back shares at a 10% discount to the latest
NAV. It now intends to buy-back shares from shareholders at a 5% discount. The
Board will continue to monitor the volume of shares bought back and at present
intends to maintain the existing limit of the share capital that it buys-back
and cancels each year at 5%. This policy will continue to operate at the Board's
discretion. However, it is the board's intention that shareholders should be
able to sell their shares back to the VCT in the absence of an active secondary
market.
Your Board believes that this makes the VCT a more attractive investment for
both existing and new shareholders.
Open Ended Investment Companies (OEICs) managed by Octopus Investments
Both the Microcap growth fund and Cautious fund have given rise to overall
uplifts in fair value during the year of GBP69,000 and GBP9,000 respectively.
The Board continues to monitor these funds and believes it remains a sensible
strategy to maintain part of our non-qualifying portfolio in OEICs which are
liquid and should achieve superior returns to cash deposits. Further details of
these OEICs may be found at www.octopusinvestments.com where monthly factsheets
are available.
Investment Strategy
As we increase the Fund's liquidity through realisations and new share issues,
we will be able to participate pro rata with the other Titan funds in new
investment opportunities whilst continuing to support our existing portfolio
where we believe the companies offer good opportunities for capital growth. As
I have previously reported, we may also make investments in some new or existing
unquoted companies which are or have become non-qualifying for VCT purposes but
where your Board believes that it will be in shareholders' interests to invest,
not least to avoid dilution and to protect value in existing portfolio
companies.
VCT Qualifying Status
PricewaterhouseCoopers LLP provides both the Board and the Investment Manager
with advice concerning ongoing compliance with HMRC rules and regulations
concerning VCTs. The Board has been advised that the Company is in compliance
with the conditions laid down by HMRC for maintaining approval as a VCT.
A key requirement is for 70% of the portfolio to remain continually invested in
qualifying investments. As at 31 October 2012, over 89.62% of the portfolio (as
measured by HMRC rules) was invested in VCT qualifying investments.
Annual General Meeting
The Company's Annual General Meeting will take place on 14 March 2013. I look
forward to welcoming you to the meeting which will be held at the offices of
Octopus Investments Limited, at 20 Old Bailey, London, EC4M 7AN.
Directors
In January 2012 Kevin D'Silva who has been a non-executive Director for 6 years
resigned from the Board and I would like to thank him for his service to the
Company. In his place I am very pleased to welcome Andrew Boyle, an experienced
VCT director, to the Board.
Outlook
Although the current economic climate remains uncertain with continued
challenges for small businesses, it is clear that there are opportunities for
well funded small companies. The timing of an economic recovery remains
uncertain but we will continue to work hard alongside the Investment Manager to
continue to develop the current portfolio.
I referred earlier to our achievement of the original objectives for which VCTs
were created. I am however surprised that the FSA is now seeking to curtail our
ability to raise funds by limiting their availability to all but those the FSA
define as "sophisticated investors", according to their current consultation
paper on Unregulated Collective Investment Schemes (UCIS) and "close
substitutes", CP12/19, which seeks to treat all VCTs as UCIS. This is a strange
circumstance for two reasons: first, because we are required to suffer the
significant costs of a Listing on the London Stock Exchange, which is regulated
by the United Kingdom Listing Authority; and second, because all investors are
able to purchase shares in the market. Additionally, the CP12/19 is at odds with
the Government's strong encouragement of small company growth: VCTs have played
and continue to play an important part of this policy, particularly in the
absence of other forms of finance, especially from the banks.
Our interests remain focused on boosting growth and profitability in the
underlying portfolio and striving to make further realisations. It is
encouraging that despite the difficult trading conditions mentioned above; the
Fund has established a strong portfolio and made a successful exit during the
year. We believe that we can build on the strong foundations the Fund has made
and deliver more realisations in the near future.
Lewis Jarrett
Chairman
22 January 2013
Investment Manager's Review
Personal Service
At Octopus Investments Limited ("Octopus"), we focus on both managing your
investments and keeping you informed throughout the investment process. We are
committed to providing our investors with regular and open communication. Our
updates are designed to keep you informed about the progress of your investment.
During this time of economic uncertainty, we consider it particularly important
to be in regular contact with our investors and are working hard to manage your
money in the current climate.
Octopus was established in 2000 and has a strong commitment to both smaller
companies and to VCTs. We currently manage 13 VCTs, including this VCT, and
manage over GBP340 million in the VCT sector. Octopus has over 200 employees and
was voted 'Best VCT Provider of the Year' by the financial adviser community in
2006 to 2010.
Investment Policy Summary
The investment approach of the Company is not designed to deliver a return that
is measured against a stock market index. Instead, the focus of the Company is
on generating absolute returns over the medium-term. In order to achieve this,
the Company focuses on providing early stage, development and expansion funding
to unquoted companies with a typical initial deal size of GBP0.5 million to GBP1
million and will continue to comprise 20-25 unquoted companies, predominantly
focussed within the following sectors:
* Environment
* Technology
* Media
* Telecoms
* Consumer lifestyle and well-being sectors.
Investment Strategy
The investee companies are those that we believe have great potential but need
some financial support to realise it. Each company that we target has the
potential to create a large business by taking a relatively modest market share.
We are particularly interested in businesses that address current market trends
and are able to be innovative in mature markets. We have created a balanced
investment portfolio spanning multiple industries and business sectors.
Having reached the level of invested funds required by HMRC, our focus has now
shifted to managing the portfolio and developing growth in the investee
companies. The current portfolio of holdings built by the Company now encompass
investments in 20 unquoted companies and one AIM-quoted company.
As Investment Manager, we have typically purchased a significant minority equity
stake in these qualifying companies, providing financial capital to the business
to build and grow its operations and then to sell to an acquirer at some point
in the future. These entrepreneurial early stage businesses, which we invest in,
frequently face challenges as they seek to establish themselves in their market,
often developing new products and services. The amount of capital we initially
deploy is intended to be only the first investment that we will make into a
business, prior to seeing if the company meets or exceeds its initial
objectives.
If the business is unsuccessful in meeting these first objectives, we strive to
minimise the financial exposure the Company faces without committing further
money to the investment, as is commonly referred to as "good money after bad".
Other businesses which meet some of their objectives, but not necessarily all,
will require more time to prove their concept and these businesses will
typically be reduced in value prior to our making a further investment. This is
in order for us to see them progress forward and prove their business model and
opportunity. Finally, there are those that meet and exceed the expectations
originally set. It is these businesses in which we wish to increase our
investment exposure as they remain on course to create a large business.
We maintain liquidity in the Company to ensure adequate resources are available
to support further portfolio funding needs as they arise. This situation should
be further aided following the linked prospectus offer for new shares as
described in the Chairman's Statement, and it is an important feature of our
model in delivering returns to shareholders.
Portfolio Review
As at 31 October 2012 the Total return (being the NAV plus cumulative dividends)
was 127.9p per share, compared to 95.0p per share at 31 October 2011. This
represents a considerable increase of 34.6%. The performance of the portfolio
was excellent during the year with a number of notable uplifts in fair value
contributing to this large appreciation in the value of the fund.
The Company now holds over 89.6% of its assets in qualifying holdings from an
HMRC perspective and we continue to work with each portfolio business as they
develop capital growth in their respective markets.
As Investment Manager, it is our continued intention to take those businesses in
which we have invested a small amount of money as a first investment, and invest
further as they meet or exceed the initial milestone objectives we agreed with
them. This approach can be demonstrated through 10 follow on investments being
made totalling GBP1,061,000. There were no new investments during the year as the
focus has been to develop the established diverse portfolio.
Investment highlights
As mentioned above, the portfolio has excelled during the year with significant
uplifts in fair value in a number of companies. The top performing portfolio
businesses are from a range of sectors and experienced notable growth as shown
in the below table.
+------------------------------------------------------------------------------+
|Company Sector Cost of Current Effect of uplift on NAV, p|
| investment, year |
| GBP'000 uplift |
| in fair |
| value, |
| GBP'000 |
+------------------------------------------------------------------------------+
|Nature |
|Delivered Consumer lifestyle |
|Limited & wellbeing 798 4,180 23.8|
| |
|Zoopla |
|Limited Media 742 2,392 13.6|
| |
|Calastone |
|Limited Technology 1,135 567 3.2|
| |
|TouchType |
|Limited Telecommunications 385 379 2.2|
| -------------------------------------------------+
| 3,060 7,518 42.8|
+------------------------------------------------------------------------------+
We continue to have one quoted investment, e-therapeutics, which has performed
well in the year with an increase in fair value of GBP180,000 giving rise to an
increase in NAV of 1.0p per share.
Realisations in the year
The fund successfully disposed of 30.8% of its holding in Zoopla during the
year, realising a gain of GBP317,000 on an investment cost of GBP329,000, rendering
the investment a success. The Company also fully disposed of Evi Technologies
recognising a small loss of GBP19,000. In addition, the Company disposed of its
holding in Nature Delivered Limited, realising GBP5,884,000 of which GBP3,764,000
was paid in cash and GBP2,120,000 was reinvested.
Post year end
Since the balance sheet date, although no new investments have been made, the
Company has continued to support investee companies by investing a further
GBP244,000 into Calastone and GBP109,000 into Bowman Power. In addition, the Company
partially disposed of its holding in Nature Delivered Limited, realising
GBP3,764,000.
Outlook
The continued uncertainty in the current economy remains a concern for small
companies. There are still fierce challenges for these companies, with many
being subjected to the pressure of tough trading conditions. It remains unclear
when the economic downturn will revert, and until it does cash requirements will
remain a concern for small companies.
Despite this, there remain opportunities for entrepreneurs and small companies
as shown in this portfolio. They can execute business plans quickly to meet and
enhance customer experiences in comparison to slower moving large corporate
businesses. A number of businesses in this portfolio have already shown these
characteristics and continue to grow aggressively, despite the volatile economic
environment.
If you have any questions on any aspect of your investment, please call one of
the team on 0800 316 2349.
Alex Macpherson
Octopus Investments Limited
22 January 2013
Investment Portfolio
Movement %
Movement Fair in fair % equity
in fair value value in voting held by
Investment value to as at year to rights all
cost as at 31 31 31 held funds
31 October October October October by managed
Fixed asset 2012 2012 2012 2012 Titan by
investments Sector ( GBP'000) ( GBP'000) ( GBP'000) ( GBP'000) 1 Octopus
=-----------------------------------------------------------------------------------
Nature
Delivered Consumer lifestyle
Limited & wellbeing 798 5,086 5,884 4,180 7.53 32.02
Zoopla
Limited Media 742 3,744 4,486 2,392 1.53 5.15
Calastone
Limited Technology 1,135 1,134 2,269 567 10.81 34.10
TouchType
Limited Telecommunications 385 543 928 379 4.20 20.07
e-
Therapeutics Consumer lifestyle
plc & wellbeing 632 194 826 180 1.73 8.23
Mi-Pay
Limited Telecommunications 849 (100) 749 160 8.49 28.3
Executive
Channel
Europe
Limited Media 529 76 605 - 6.29 36.12
GetOptics Consumer lifestyle
Limited & wellbeing 508 72 580 163 5.75 21.88
Semafone
Limited Telecommunications 496 72 568 72 7.34 46.64
Surrey
NanoSystems
Limited Technology 485 43 528 43 4.91 24.55
Ultrasoc
Technologies
Limited Technology 492 - 492 - 10.69 65.21
Metrasens Consumer lifestyle
Limited & wellbeing 338 138 476 95 5.00 28.01
Bowman Power
Limited Environmental 311 (41) 270 (70) 2.69 15.55
Michelson
Diagnostics Consumer lifestyle
Limited & wellbeing 441 (220) 221 (221) 5.62 42.87
Phase Vision
Limited Technology 474 (329) 145 (164) 10.09 42.96
PrismaStar
Inc. Media 424 (300) 124 (150) 4.95 33.02
Phasor
Solutions
Limited Technology 100 (75) 25 (25) 1.23 23.50
Diverse
Energy
Limited Environmental 413 (413) - (46) 5.47 29.76
Elonics
Limited Technology 305 (305) - (76) 3.11 19.54
AQS Holdings
Limited Environmental 654 (654) - (359) 14.2 50.7
The Key
Revolution
Limited Technology 641 (641) - - 12.36 35.88
=-----------------------------------------------------------------------------------
Total fixed asset investments 11,152 8,024 19,176 7,120
=-----------------------------------------------------------------------------------
Money market
funds 768 - 768 -
Open ended
investment
companies
(OEIC's) 806 163 969 78
Cash at bank 175 - 175 -
=-----------------------------------------------------------------------------------
Total
investments 12,901 8,187 21,088 7,198
=-----------------------------------------------------------------------------------
Debtors less
creditors 294
=-----------------------------------------------------------------------------------
Total net
assets 21,382
=-----------------------------------------------------------------------------------
Valuation Methodology
Initial measurement
Financial assets are measured at fair value. The initial best estimate of the
fair value of a financial asset that is either quoted or not quoted in an active
market is the transaction price (i.e. cost).
Subsequent measurement
Further funding rounds are a good indicator of fair value and this measure is
used where appropriate. Subsequent adjustment to the fair value of unquoted
investments can be made using sector multiples based on information as at 31
October 2012, where applicable. In some cases the multiples can be compared to
equivalent companies, especially where a particular sector multiple does not
appear appropriate. It is currently industry norm to discount the quoted
earnings multiple to reflect the lack of liquidity in the investment, there
being no ready market for our holding. Typically the discount is 30% but this
can be increased where the relevant multiple appears too high. A lower discount
would also be possible if an investment was close to an exit event.
In accordance with the International Private Equity and Venture Capital (IPEVC)
valuation guidelines, investments made within 12 months are usually kept at cost
unless performance indicates that fair value has changed.
Quoted investments are valued at market bid price. No discounts are applied.
If you would like to find out more regarding the IPEVC valuation guidelines,
please visit their website at: www.privateequityvaluation.com.
Review of Investments
During the year ten follow-on investments were made, amounting to GBP1,061,000.
Quoted and unquoted investments are valued in accordance with the accounting
policy set out in accounting note 1 which takes account of current industry
guidelines for the valuation of venture capital portfolios and is compliant with
IPEVC Valuation guidelines and current financial reporting standards.
Listed below are details of the Company's 10 largest investments by value.
Nature Delivered Limited
Graze.com delivers tasty nutritious snacks to grazers up and down the country.
All boxes are hand picked from over 100 delicious snacks and delivered in the
post. Founded in 2007 and launched in 2009, graze.com was created to solve
office snacking for the better. Delivered directly to customers' desks or home
anywhere in the UK through Royal Mail, each graze box is packed with four
snacks, from flavoured nuts, traditional rice crackers and exotic dried fruits
to freshly baked bread, marinated olives and dips. Grazers choose the foods
they like then graze.com hand picks the perfect box and sends it to them for
just GBP3.49, including delivery using Royal Mail. The boxes fit perfectly through
the letter box and arrive with the rest of your post, they are being delivered
everywhere in the UK, from the Channel Islands to the Shetland Islands.
Initial investment date: June
2009
Cost:
GBP798,000
Valuation:
GBP5,884,000
Voting rights held by Fund:
7.53%
Equity held by all funds managed by Octopus: 32.02%
Last submitted audited accounts: 28 February
2012
Turnover GBP20,929,775
Profit before tax:
GBP3,335,215
Net assets:
GBP5,758,161
Zoopla Property Group Limited
Zoopla Property Group Limited owns and operates some of the UK's leading online
property brands including Zoopla.co.uk and Primelocation.com. Over 16,000 estate
agent and lettings agent branches across the UK advertise on the company's
websites each month, in addition to all the leading new homes developers,
attracting over 28 million visitors a month and generating over 2 million
enquiries per month for the member estate/letting agents and property
developers. In addition to operating its own websites, Zoopla Property Group Ltd
exclusively powers the property search facility on a number of the UK's biggest
websites including The Times, The Telegraph, Independent, Evening Standard, The
Daily Mail, Homes & Property, AOL, MSN, Globrix, Homes24 and many more. Zoopla
Property Group Ltd launched in 2008 and has since acquired and integrated a
number of brands. Zoopla Property Group Ltd is a privately held company whose
shareholders include A&N Media (a division of the Daily Mail and General Trust)
as well as the Octopus Investments managed funds, and has a highly-experienced
management team, led by Founder & CEO, Alex Chesterman.
Initial investment date: January
2009
Cost:
GBP742,000
Valuation:
GBP4,486,000
Voting rights held by Fund:
1.53%
Equity held by all funds managed by Octopus: 5.15%
Last submitted audited accounts: 31 December
2011
Turnover GBP13,816,236
Loss before tax:
( GBP890,030)
Net assets:
GBP2,811,549
Calastone Limited
Calastone is the UK's only independent transaction service for the mutual fund
industry. It enables buyers and sellers of mutual funds on different platforms
to communicate orders electronically, by providing a universal message
communication and 'translation' service - the "Calastone Transaction Network"
(CTN). This is being welcomed in an industry which has not previously been able
to invest in the real-time exchange of information between participants. Orders
are commonly communicated by fax or telephone with a high level of manual re-
keying and manual error correction. Calastone's 'translation' service means that
neither the transmitter nor receiver need to purchase additional technology or
change their existing systems.
Initial investment date: October
2008
Cost:
GBP1,135,000
Valuation:
GBP2,269,000
Voting rights held by Fund:
10.81%
Equity held by all funds managed by Octopus: 34.10%
Last submitted accounts: 30 September
2011
Turnover GBP3,324,658
Loss before tax:
( GBP435,182)
Net assets:
GBP1,051,426
TouchType Limited
TouchType is a leader in the development of artificial intelligence and machine
learning technologies, encapsulated in its Fluency prediction engine, a patent
pending set of software algorithms. Its first product, SwiftKey(TM), a text
prediction technology designed to significantly boost the accuracy, fluency and
speed of text entry on mobile and computing devices, resulting in users having
to make less than half the number of keystrokes compared to a standard QWERTY
keyboard. SwiftKey(TM) has enjoyed tremendous success as both an Android App,
with over 10 million downloads to date, and as the installed text prediction
technology on a increasing range of smartphones and tablets. It has won several
high profile industry awards, including a prestigious Global Mobile Award for
the "Most Innovative App" and the Guardian Digital Innovation Award for the
"Best Startup Business.
Initial investment date: August
2010
Cost:
GBP385,000
Valuation:
GBP928,000
Voting rights held by Fund:
4.20%
Equity held by all funds managed by Octopus: 20.07%
Last submitted group accounts: 31 December
2011
Turnover GBP654,623
Loss before tax: ( GBP1,285,798)
Net assets:
GBP1,005,210
e-Therapeutics plc
e-Therapeutics is an AIM-quoted drug discovery and development company. It
pioneered and exploits 'network pharmacology' to evaluate swiftly and accurately
how medicines interact with cells in the body. This approach optimises the
probability of identifying drug candidates with desirable efficacy and minimal
side effects. Network pharmacology has many applications, and is particularly
suited to addressing complex diseases in which current treatment options are few
and ineffective. e-Therapeutics' current drug discovery programmes are focused
mainly on areas of high unmet medical need, such as neurodegeneration and
oncology. Four drugs resulting from e-Therapeutics' earlier discovery projects
are now in clinical development.
Initial investment date: March
2009
Cost:
GBP632,000
Valuation:
GBP826,000 (bid price)
Voting rights held by Fund:
1.73%
Equity held by all funds managed by Octopus: 8.23%
Last submitted audited group accounts: 31 January 2012
Turnover GBPnil
Loss before tax: ( GBP3,863,000)
Net assets:
GBP14,724,000
Mi-Pay Limited
Mi-Pay was founded in 2004 with its objective to establish itself as a leading
processor of payments for the fast-emerging mobile money sector. The service
enables customers to 'top-up' their pre-paid mobile phone directly online, or
via their mobile phone, rather than using indirect brand channels such as
PayPoint or bank ATMs. Benefits of the direct service include cost reductions
for mobile network operators and a more personal engagement with customers,
removing the anonymity of customer relationships and allowing for substantial
improvements in customer retention.
Mi-Pay continues to make progress in a very dynamic and fast moving market, most
recently agreeing terms with several tier one European, Middle Eastern and
African mobile operators to provide its direct top up service.
Initial investment date:
February 2010
Cost:
GBP849,000
Valuation:
GBP749,000
Voting rights held by Fund:
8.49%
Equity held by all funds managed by Octopus: 28.3%
Last submitted group accounts: 31 December
2011
Turnover GBP2,401,949
Loss before tax: ( GBP2,781,342)
Net assets:
GBP1,069,602
Executive Channel Europe Limited
Executive Channel installs digital display screens in office buildings which it
uses to display advertising, up-to-date news and information, via the internet.
These screens are usually located in the elevator lobby to engage an exclusive
audience with high spending power in an uncluttered environment. Executive
Channel is leveraging the industry move in the media market from static
billboards, to interactive digital formats.
Initial investment date:
September 2010
Cost:
GBP529,000
Valuation:
GBP605,000
Voting rights held by Fund:
6.29%
Equity held by all funds managed by Octopus: 36.12%
Last submitted group accounts: 30 June
2011
Turnover 293,292
Loss before tax: ( GBP900,612)
Net assets:
GBP1,746,998
GetOptics
GetOptics Ltd is an online retailer of contact lenses and related products with
sales in seven European countries through GetLenses branded websites. It was
formed through the acquisition of Getlenses and Postoptics and is the largest
online retailer of contact lenses in the UK with run rate turnover of circa GBP9.5
million and 25-30% market share of the online market. The company uses its scale
to generate cost savings and operating efficiencies, including securing best
prices and terms with contact lens manufacturers. It is looking to grow the
online market in the UK, building on its market leading position, as well as
developing its local language sites in Europe.
Initial investment date:
September 2009
Cost:
GBP508,000
Valuation:
GBP580,000
Voting rights held by Fund:
5.75%
Equity held by all funds managed by Octopus: 21.88%
Last submitted group accounts: 31 August
2011
Turnover
GBP6,079,586
Loss before tax: ( GBP780,274)
Net assets:
GBP3,576,696
Semafone
Based in London, Semafone was founded in 2009 by a consortium of call centre
professionals, who were instrumental in the development of its fraud prevention
software for use in call centres. It aims to secure sensitive data passed over
the phone, including bank details, personal identification data and credit/debit
card transactions. Without interrupting caller and agent dialogue, customers
input their card details via the telephone keypad, eliminating the need to read
out the card number and three digit security number to the phone operator
therefore removing the risk of operator fraud. Semafone has secured valued
customers such as BSkyB, the John Lewis Partnership, Argos, Specsavers and the
Manchester Airports Group.
Initial investment date: June
2010
Cost:
GBP496,000
Valuation:
GBP568,000
Voting rights held by Fund:
7.34%
Equity held by all funds managed by Octopus: 46.64%
Last submitted group accounts: 31 December
2011
Turnover GBP2,025,528
Loss before tax: ( GBP1,114,892)
Net liabilities:
( GBP312,180)
Surrey NanoSystems Limited
Surrey NanoSystems has developed a leading technology portfolio addressing the
needs of the global nanoelectronics sector. Its proven technologies deliver
precise, ordered nanomaterial structures for advanced manufacturing processes,
meeting the scaling challenges of the semiconductor industry.
Surrey NanoSystems works with its partners to deliver practical nano-materials
and technologies to the semiconductor, renewable-energy and clean technology
industries. This partnering approach facilitates the migration of materials and
processes developed on Surrey NanoSystems bespoke research platforms to
production-ready tooling.
Initial investment date: July
2009
Cost:
GBP485,000
Valuation:
GBP528,000
Voting rights held by Fund:
4.91%
Equity held by all funds managed by Octopus: 24.55%
Last submitted group accounts: 30 June
2011
Turnover not disclosed
Loss before tax: not disclosed
Net assets:
GBP941,229
Directors' Responsibilities Statement
The Directors are responsible for preparing the Directors' Report, the
Remuneration 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 United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards and applicable laws).
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
and profit or loss of the company for that period. In preparing these financial
statements, the Directors are required to:
· select suitable accounting policies and then apply them
consistently;
· make judgements and accounting estimates that are reasonable and
prudent;
· state whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and explained in the
financial statements; and
· 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 the financial statements comply with the Companies Act
2006. They are also responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection of fraud and
other irregularities.
In so far as each of the Directors is aware:
· there is no relevant audit information of which the Company's
auditor is unaware; and
· the Directors have taken all steps that they ought to have taken to
make themselves aware of any relevant audit information and to establish that
the auditor is aware of that information.
The Directors are responsible for the maintenance and integrity of the corporate
and financial information included on the Company's website. Legislation in the
United Kingdom governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
To the best of my knowledge:
· the financial statements, prepared in accordance with United
Kingdom Generally Accepted Accounting Practice (United Kingdom Standard and
applicable laws), give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company; and
· the Investment managers and Directors' reports include fair reviews
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 it faces.
On Behalf of the Board
Lewis Jarrett
Chairman
22 January 2013
Income Statement
+-----------------------+
|Year to 31 October 2012|
=---------------------------------------------------+-----------------------+
|Revenue Capital Total|
| |
Notes| GBP'000 GBP'000 GBP'000|
=---------------------------------------------------+-----------------------+
| |
| |
Gain on disposal of fixed asset investments 10 | - 259 259|
| |
Loss on disposal of current asset investments | - (15) (15)|
| |
| |
| |
Fixed asset investment holding gains 10 | - 7,120 7,120|
| |
Current asset investment holding gains | - 78 78|
| |
| |
| |
Other income 2 | 66 - 66|
| |
| |
| |
Investment management fees 3 | (74) (223) (297)|
| |
Performance fee incentive 19 | - (1,225) (1,225)|
| |
Other expenses 4 | (249) - (249)|
| |
| |
=---------------------------------------------------+-----------------------+
Return on ordinary activities before tax | (257) 5,994 5,737|
| |
| |
| |
Taxation on return on ordinary activities 6 | - - -|
| |
| |
=---------------------------------------------------+-----------------------+
Return on ordinary activities after tax | (257) 5,994 5,737|
=---------------------------------------------------+-----------------------+
Earnings per share - basic and diluted 8 | (1.5)p 35.3p 33.8p|
+-----------------------+
* 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 Company has only one class of business and derives its income from
investments made in shares and securities and from bank and money market
funds.
The Company has no recognised gains or losses other than the results for the
period as set out above.
The accompanying notes form an integral part of the financial statements.
Income Statement
+----------------------+
| Year to 31 October |
| 2011 |
=-------------------------------------------------------+----------------------+
|Revenue Capital Total|
| |
Notes| GBP'000 GBP'000 GBP'000|
=-------------------------------------------------------+----------------------+
| |
| |
Realised gain on disposal of current asset | |
investments | - 156 156|
| |
| |
| |
Fixed asset investment holding losses | - (98) (98)|
| |
Current asset investment holding gains | - 89 89|
| |
| |
| |
Other income 2 | 65 - 65|
| |
| |
| |
Investment management fees 3 | (78) (233) (311)|
| |
Other expenses 4 | (228) - (228)|
| |
| |
=-------------------------------------------------------+----------------------+
Return on ordinary activities before tax | (241) (86) (327)|
| |
| |
| |
Taxation on return on ordinary activities 6 | - - -|
| |
| |
=-------------------------------------------------------+----------------------+
Return on ordinary activities after tax | (241) (86) (327)|
=-------------------------------------------------------+----------------------+
Earnings per share - basic and diluted 8 | (1.5)p (0.5)p (2.0)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 Company has only one class of business and derives its income from
investments made in shares and securities and from bank and money market
funds.
The Company had no recognised gains or losses other than the results for the
period as set out above.
The accompanying notes form an integral part of the financial statements.
Reconciliation of Movements in Shareholders' Funds
+-----------------------+-----------------------+
| Year ended 31 October| Year ended 31 October|
| 2012| 2011|
| | |
| GBP'000| GBP'000|
=------------------------------+-----------------------+-----------------------+
Shareholders' funds at start | | |
of year | 14,842| 15,523|
=------------------------------+-----------------------+-----------------------+
Return on ordinary activities | | |
after tax | 5,737| (327)|
| | |
Issue of equity (net of | | |
expenses) | 1,323| -|
| | |
Purchase of own shares | (95)| (111)|
| | |
Dividends paid | (425)| (243)|
=------------------------------+-----------------------+-----------------------+
Shareholders' funds at end of | | |
year | 21,382| 14,842|
=------------------------------+-----------------------+-----------------------+
The accompanying notes form an integral part of the financial statements.
Balance Sheet
+-------------------+
| As at 31 October| As at 31 October
| 2012| 2011
| |
Notes| GBP'000 GBP'000| GBP'000 GBP'000
=--------------------------------------+-------------------+-------------------
| |
| |
Fixed asset investments* 10 | 19,176| 12,803
| |
Current assets: | |
| |
Debtors 11 | 1,562 |
| |
Money market funds and other | |
deposits* 12 | 1,737 | 1,985
| |
Cash at bank | 175 |
=--------------------------------------+-------------------+-------------------
| 3,474 | 2,088
| |
Creditors: amounts falling due | |
within one year 13 |(1,268) |
=--------------------------------------+-------------------+-------------------
Net current assets | 2,206| 2,039
=--------------------------------------+-------------------+-------------------
| |
=--------------------------------------+-------------------+-------------------
Net assets | 21,382| 14,842
=--------------------------------------+-------------------+-------------------
| |
| |
Called up equity share capital 14 | 1,754 | 1,622
| |
Share premium 15 | 1,754 |
| |
Special distributable reserve 15 | 12,166 |12,686
| |
Capital redemption reserve 15 | 24 |
| |
Capital reserve - losses on | |
disposals 15 |(2,001) |
| |
- | |
holding gains 15 | 8,186 |
| |
Revenue reserve 15 | (501) |
=--------------------------------------+-------------------+-------------------
Total equity shareholders' funds | 21,382| 14,842
=--------------------------------------+-------------------+-------------------
Net asset value per share 9 | 121.9p| 91.5p
+-------------------+
*Held at fair value through profit or loss
The statements were approved by the Directors and authorised for issue on 22
January 2013 and are signed on their behalf by:
Lewis Jarrett
Chairman
Company No: 06397764
The accompanying notes form an integral part of the financial statements.
Cash Flow Statement
+---------------+---------------+
| Year to| Year to|
|31 October 2012|31 October 2011|
| | |
Notes| GBP'000| GBP'000|
=----------------------------------------------+---------------+---------------+
| | |
| | |
Net cash (outflow)/inflow from operating | | |
activities | (636)| 94|
| | |
| | |
| | |
Financial investment: | | |
| | |
Purchase of fixed asset investments 10 | (1,061)| (2,818)|
| | |
Sale of fixed asset investments 10 | 666| 382|
| | |
| | |
| | |
Management of liquid resources: | | |
| | |
Purchase of current asset investments | (1,754)| (2,201)|
| | |
Sale of current asset investments | 2,065| 4,918|
| | |
| | |
Taxation | -| -|
| | |
| | |
Dividends paid 7 | (425)| (243)|
| | |
| | |
| | |
Financing: | | |
| | |
Issue of shares 14 | 1,323| -|
| | |
Purchase of own shares 14 | (95)| (111)|
=----------------------------------------------+---------------+---------------+
Increase in cash resources at bank | 83| 21|
+---------------+---------------+
The accompanying notes form an integral part of the financial statements.
Reconciliation of Return before Taxation to Cash Flow from
Operating Activities
+--------------------+---------------+
| Year to| Year to|
| 31 October 2012|31 October 2011|
| | |
| GBP'000| GBP'000|
=-----------------------------------------+--------------------+---------------+
Return on ordinary activities before | | |
tax | 5,737| (327)|
| | |
(Gain) on disposal of fixed asset | | |
investments | (259)| -|
| | |
Loss/(gain) on disposal of current | | |
asset investments | 15| (156)|
| | |
(Gain)/loss on valuation of fixed asset | | |
investments | (7,120)| 98|
| | |
(Gain) on valuation of current asset | | |
investments | (78)| (89)|
| | |
(Increase)/decrease in debtors | (150)| 577|
| | |
Increase/(decrease) in creditors | 1,219| (9)|
=-----------------------------------------+--------------------+---------------+
(Outflow)/inflow from operating | | |
activities | (636)| 94|
+--------------------+---------------+
Reconciliation of Net Cash Flow to Movement in Net Funds
+-----------------------+-----------------+
| Year to | Year to |
| 31 October 2012 | 31 October 2011 |
| | |
| GBP'000 | GBP'000 |
=----------------------------------+-----------------------+-----------------+
Increase in cash at bank | 83 | 21 |
| | |
Movement in cash equivalents | (248) | (2,472) |
| | |
Opening net cash resources | 2,077 | 4,528 |
=----------------------------------+-----------------------+-----------------+
Net funds at 31 October | 1,912 | 2,077 |
+-----------------------+-----------------+
Net funds at 31 October comprised:
+-----------------+-----------------+
| Year to | Year to |
| 31 October 2012 | 31 October 2011 |
| | |
| GBP'000 | GBP'000 |
=-------------------------+-----------------+-----------------+
Cash at bank | 175 | 92 |
| | |
Money market funds | 768 | 380 |
| | |
OEICs | 969 | 1,605 |
=-------------------------+-----------------+-----------------+
Net funds at 31 October | 1,912 | 2,077 |
=-------------------------+-----------------+-----------------+
The accompanying notes form an integral part of the financial statements.
Notes to the Financial Statements
1. Principal Accounting Policies
Basis of accounting
The financial statements have been prepared under the historical cost
convention, except for the measurement at fair value of certain financial
instruments, and in accordance with UK Generally Accepted Accounting Practice
(UK GAAP), and the Statement of Recommended Practice (SORP) 'Financial
Statements of Investment Trust Companies and Venture Capital Trusts' (revised
2009).
The Company's business activities and the factors likely to affect its future
development, performance and position are set out in the Chairman's Statement
and Investment Manager's Review on pages X to X. Further details on the
management of financial risk may be found in note 16 to the Financial
Statements.
The Board receives regular reports from the Investment Manager and the Directors
have a reasonable expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future. The assets of the
company consist of cash, Money Market Funds and OEIC Investments, which are
readily realisable (8.9% of net assets) and accordingly, the company has
adequate financial resources to continue in operational existence for the
foreseeable future. Thus, as no material uncertainties leading to significant
doubt about going concern have been identified, it is appropriate to continue to
adopt the going concern basis in preparing the financial statements.
The principal accounting policies have remained unchanged from those set out in
the Company's 2011 Annual Report and financial statements. A summary of the
principal accounting policies is set out below.
The Company presents its income statement in a three column format to give
shareholders additional detail of the performance of the Company, split between
items of a revenue or capital nature.
The preparation of the financial statements requires Management to make
judgements and estimates that affect the application of policies and reported
amounts of assets, liabilities, income and expenses. Estimates and assumptions
mainly relate to the fair valuation of the fixed asset investments, particularly
those that are unquoted investments. Estimates are based on historical
experience and other assumptions that are considered reasonable under the
circumstances. The estimates and the assumptions are under continuous review
with particular attention paid to the carrying value of the investments.
Capital valuation policies are those that are most important to the depiction of
the Company's financial position and that require the application of subjective
and complex judgements, often as a result of the need to make estimates about
the effects of matters that are inherently uncertain and may change in
subsequent periods. The critical accounting policies that are declared will not
necessarily result in material changes to the financial statements in any given
period but rather contain a potential for material change. The main accounting
and valuation policies used by the Company are disclosed below. Whilst not all
of the significant accounting policies require subjective or complex judgements,
the Company considers that the following accounting policies should be
considered critical.
The Company has designated all fixed asset investments as being held at fair
value through profit or loss; therefore all gains and losses arising from
investments held are attributable to financial assets held at fair value through
profit or loss. Accordingly, all interest income, fee income, expenses and
investment gains and losses are attributable to assets designated as being at
fair value through profit or loss.
Current asset investments comprising money market funds are held at fair value
through the profit or loss. Cash and short term deposits are held at amortised
cost.
Investments are regularly reviewed to ensure that the fair values are
appropriately stated. Quoted investments are valued in accordance with the bid-
price on the relevant date, unquoted investments are valued in accordance with
current IPEVC valuation guidelines, although this does rely on subjective
estimates such as appropriate sector earnings multiples, forecast results of
investee companies, asset values of subsidiary companies and liquidity or
marketability of the investments held.
Although the Company believes that the assumptions concerning the business
environment and estimates of future cash flows are appropriate, changes in
estimates and assumptions could require changes in the stated values. This could
lead to additional changes in fair value in the future.
Fixed Asset Investments
Purchases and sales of investments are recognised in the financial statements at
the date of the transaction (trade date) at cost.
These investments will be managed and their performance evaluated on a fair
value basis in accordance with a documented investment strategy and information
about them is provided internally on that basis to the Board. Accordingly, as
permitted by FRS 26, the investments are designated as fair value through profit
or loss (FVTPL) on the basis that they qualify as a group of assets managed, and
whose performance is evaluated, on a fair value basis in accordance with a
documented investment strategy. The Company's investments are measured at
subsequent reporting dates at fair value with the holding gains and losses
recorded in the income statement each year. In accordance with the investment
strategy, the investments are held with a view to long-term capital growth and
it is therefore possible that individual holdings may increase in value to a
point where they represent a significantly higher proportion of total assets
than the original cost.
In the case of investments quoted on a recognised stock exchange, fair value is
established by reference to the closing bid price on the relevant date or the
last traded price, depending upon the convention of the exchange on which the
investment is quoted. This is consistent with the IPEVC valuation guidelines.
In the case of unquoted investments, fair value is established by using measures
of value such as the price of recent transactions, earnings multiple and net
assets. This is consistent with IPEVC valuation guidelines.
Gains or losses arising from the revaluation of investments at the year end are
recognised as part of the capital return within the income statement and
allocated to the capital reserve - investment holding gains/(losses).
In the preparation of the valuations of assets the Directors are required to
make judgements and estimates that are reasonable and incorporate their
knowledge of the performance of the investee companies.
Current asset investments
Current asset investments comprise money market funds and OEICs and are
classified as held for trading carried at FVTPL. Gains and losses arising from
changes in fair value of investments are recognised as part of the capital
return within the Income Statement and allocated to the capital reserve -
investment gains/(losses) on disposal.
The current asset investments are all invested with the Company's cash manager
and are readily convertible into cash at the option of the Company. The current
asset investments are actively managed and the performance is evaluated in
accordance with a documented investment strategy. Information about them has to
be provided internally on that basis to the Board.
Other income
Investment income includes interest earned on bank balances and money market
funds and includes income tax withheld at source. Dividend income is shown net
of any related tax credit.
Dividends receivable are brought into account when the Company's right to
receive payment is established and there is no reasonable doubt that payment
will be received. Fixed returns on debt and money market funds are recognised so
as to reflect the effective interest rate; provided there is no reasonable doubt
that payment will be received in due course.
Expenses
All expenses are accounted for on an accruals basis. Expenses are charged wholly
to revenue with the exception of the investment management fee, which is charged
25% to the revenue account and 75% to the capital reserve to reflect, in the
Directors' opinion, the expected long-term split of returns in the form of
income and capital gains respectively from the investment portfolio, and the
performance fee which has been charged 100% to capital, as the fees relate to
the gains made on fixed asset investments.
The transaction costs incurred when purchasing or selling assets are written off
to the Income Statement in the year that they occur. The performance, however,
has been attributed fully to capital since it has arisen through capital growth
of companies.
Revenue and capital
The revenue column of the income statement includes all income and revenue
expenses of the Company. The capital column includes gains and losses on
disposal and gains and losses arising from the revaluation of investments at the
period end. Gains and losses arising from changes in fair value of investments
are recognised as part of the capital return within the income statement.
Taxation
Corporation tax payable is applied to profits chargeable to corporation tax, if
any, at the current rate. The tax effect of different items of income/gain and
expenditure/loss is allocated between capital and revenue return on the
'marginal' basis as recommended in the SORP.
Deferred tax is recognised on an undiscounted basis in respect of all timing
differences that have originated but not reversed at the balance sheet date or
where transactions or events have occurred at that date that will result in an
obligation to pay more, or a right to pay less tax. This is with the exception
that deferred tax assets are recognised only to the extent that the Directors
consider that it is more likely than not that there will be suitable taxable
profits from which the future reversal of the underlying timing can be deducted.
Cash and liquid resources
Cash, for the purposes of the cash flow statement, comprises cash in hand and
deposits repayable on demand, less overdrafts payable on demand. Liquid
resources are current asset investments which are disposable without curtailing
or disrupting the business and are either readily convertible into known amounts
of cash at or close to their carrying values or traded in an active market.
Liquid resources comprise term deposits of less than one year (other than cash),
government securities, investment grade bonds and investments in money market
funds, as well as OEICs.
Loans and receivables
The Company's loans and receivables are initially recognised at fair value which
is normally transaction cost and subsequently measured at amortised cost using
the effective interest method.
Financing strategy and capital structure
FRS 29 'Financial Instruments: Disclosures' comprises disclosures relating to
financial instruments.
We define capital as shareholders' funds and our financial strategy in the
medium term is to manage a level of cash that balances the risks of the business
with optimising the return on equity. The Company currently has no borrowings
nor does it anticipate that it will drawdown any borrowing facilities in the
future to fund the acquisition of investments.
The Company does not have any externally imposed capital requirements.
The value of the managed capital is indicated in note 14. The Board considers
the distributable reserves and the total return for the year when recommending a
dividend. In addition, the Board is authorised to make market purchases up to a
maximum of 5% of the issued Ordinary share capital of the Company in accordance
with Special Resolution 9 in order to maintain sufficient liquidity in the
Company.
Capital management is monitored and controlled using the internal control
procedures set out on page X of this report. The capital being managed includes
equity and fixed-interest investments, cash balances and liquid resources
including debtors and creditors.
Financial instruments
The Company's principal financial assets are its investments and the policies in
relation to those assets are set out above. Financial liabilities and equity
instruments are classified according to the substance of the contractual
arrangements entered into. An equity instrument is any contract that evidences a
residual interest in the assets of the entity after deducting all of its
financial liabilities. Where the contractual terms of share capital do not have
any terms meeting the definition of a financial liability then this is classed
as an equity instrument. Dividends and distributions relating to equity
instruments are debited direct to equity.
Dividends
Dividends payable are recognised as distributions in the financial statements
when the Company's liability to make payment has been established. This
liability is established for interim dividends when they are declared by the
Board, and for final dividends when they are approved by the shareholders.
2. Other income
Year to Year to
31 October 2012 31 October 2011
GBP'000 GBP'000
=-------------------------------------------------------------------
Money market funds & OEICs 60 9
Loan note interest receivable 6 56
=-------------------------------------------------------------------
66 65
=-------------------------------------------------------------------
3. Investment Management Fees
Year to 31 October Year to 31 October
2012 2011
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
=---------------------------------------------------------------------
Investment management fee 74 223 297 78 233 311
For the purposes of the revenue and capital columns in the income statement, the
management fee has been allocated 25% to revenue and 75% to capital, in line
with the Board's expected long-term return in the form of income and capital
gains respectively from the Company's investment portfolio.
Octopus provides investment management and accounting and administration
services to the Company under a management agreement. This agreement runs for a
period of five years with effect from 2 November 2007 and may be terminated at
any time thereafter by not less than 12 months' notice given by either party.
No compensation is payable in the event of terminating the agreement by either
party, if the required notice period is given. The fee payable, should
insufficient notice be given, will be equal to the fee that would have been paid
should continuous service be provided, or the required notice period was given.
The basis upon which the management fee is calculated is disclosed within note
19 to the financial statements.
4. Other Expenses
Year to Year to
31 October 2012 31 October 2011
GBP'000 GBP'000
=------------------------------------------------------------------------------
Directors' remuneration 43 38
Fees payable to the Company's auditor for the 12 9
audit of the financial statements
Fees payable to the Company's auditor for 3 2
other services - tax compliance
Legal and professional expenses - 3
Accounting and administration services 44 46
Trail commission 62 53
Printing fees 13 24
Other expenses 72 53
=------------------------------------------------------------------------------
249 228
=------------------------------------------------------------------------------
Total annual running costs are capped at 3.2% of net assets (excluding
irrecoverable VAT). For the year to 31 October 2012 the running costs, as
defined in the prospectus, were 2.9% of net assets (2011: 3.2%). This is
calculated excluding VAT, trail commission and non-recurring expenses.
5. Directors' Remuneration
Year to Year to
31 October 2012 31 October 2011
GBP'000 GBP'000
=--------------------------------------------------------------
Directors' emoluments
Lewis Jarrett (Chairman) 20 18
Kevin D'Silva 15 12
Matt Cooper 8 8
=--------------------------------------------------------------
43 38
=--------------------------------------------------------------
None of the Directors received any other remuneration from the Company during
the year. The Company has no employees other than non-executive Directors. The
average number of non-executive Directors in the year was three (2011: three).
6. Tax on Ordinary Activities
The corporation tax charge for the period was GBPnil (2011: GBPnil).
Factors affecting the tax charge for the current year:
The current tax charge for the period differs from the standard rate of
corporation tax in the UK of 24.83% (2011: 26.83%).
The differences are explained below.
Current tax reconciliation: Year to Year to
31 October 2012 31 October 2011
GBP'000 GBP'000
=------------------------------------------------------------------------------
Return on ordinary activities before tax 5,737 (327)
Capital gains not taxable (7,442) (147)
------------------------------------
(1,705) (474)
Current tax at 24.83% (2011: 26.83%) (423) (127)
Income not taxable for tax purposes - (2)
Unrelieved tax losses 423 129
=------------------------------------------------------------------------------
Total current tax charge - -
=------------------------------------------------------------------------------
Excess management charges of GBP1,529,000 (2011: GBP1,048,000) have been carried
forward at 31 October 2012 and are available for offset against future taxable
income subject to agreement with HMRC. The Company has not recognised the
deferred tax asset of GBP358,000 (2011: GBP293,000) in respect of these excess
management charges.
Approved VCTs are exempt from tax on capital gains within the Company. Since the
Directors intend that the Company will continue to conduct its affairs so as to
maintain its approval as a VCT, no current deferred tax has been provided in
respect of any capital gains or losses arising on the revaluation or disposal of
investments.
7. Dividends
Year to Year to
31 October 2012 31 October 2011
GBP'000 GBP'000
=------------------------------------------------------------------------------
Recognised as distributions in the financial
statements for the period
Previous year's final dividend 162 122
Current period's interim dividend 263 121
=------------------------------------------------------------------------------
425 243
=------------------------------------------------------------------------------
Paid and proposed in respect of the period
Interim dividend paid - 1.5p per share (2011:
0.75p per share) 263 122
Proposed special dividend - 34.0p per share
(2011: nil) 5,963 -
Proposed final dividend - nil per share (2011:
1.0p per share) - 162
=------------------------------------------------------------------------------
6,226 284
=------------------------------------------------------------------------------
The special dividend of 34.0p will be paid on 28 March 2013 to shareholders on
the register on 11 January 2013.
8. Earnings per Share
The total earnings per share is based on a total gain of GBP5,737,000 (2011: loss
of 327,000) and 16,983,984 (2011: 16,270,784) Ordinary shares, being the
weighted average number of Ordinary shares in issue during the year.
The revenue earnings per share is based on a revenue loss of GBP257,000 (2011:
241,000) and 16,983,984 (2011: 16,270,784) Ordinary shares, being the weighted
average number of Ordinary shares in issue during the year.
The capital earnings per share is based on a capital gain of GBP5,994,000 (2011:
loss of 86,000) and 16,983,984 (2011: 16,270,784) Ordinary shares, being the
weighted average number of Ordinary shares in issue during the year.
There are no potentially dilutive capital instruments in issue and, therefore,
no diluted return per share figures are relevant. The basic and diluted earnings
per share are therefore identical.
9. Net Asset Value per Share
The calculation of NAV per share as at 31 October 2012 is based on net assets of
GBP21,382,000 (2011: 14,842,000) and 17,538,326 (2011: 16,225,740) Ordinary shares
in issue at that date.
10. Fixed Asset Investments
Where financial instruments are measured in the balance sheet at fair value; FRS
29 requires disclosure of the fair value measurements by level based on the
following fair vale investment hierarchy:
Level 1: quoted prices in active markets for identical assets and liabilities.
The fair value of financial instruments traded in active markets is based on
quoted market prices at the balance sheet date. A market is regarded as active
if quoted prices are readily and regularly available, and those prices represent
actual and regularly occurring market transactions on an arm's length basis. The
quoted market price used for financial assets held is the current bid price.
These instruments are included in level 1 and comprise AIM-quoted investments
classified as held at fair value through profit or loss.
Level 2: the fair value of financial instruments that are not traded in an
active market is determined by using valuation techniques. These valuation
techniques maximise the use of observable data where it is available and
rely as little as possible on entity-specific estimates. If all significant
inputs required to fair value an instrument
are observable, the instrument is included in level 2. The Company held no such
investments in the current or
prior year.
Level 3: the fair value of financial instruments that are not traded in an
active market (for example investments in
unquoted companies) is determined by using valuation techniques such as earnings
multiples. If one or more of
the significant inputs is not based on observable market data, the instrument is
included in level 3.
There have been no transfers between these classifications in the year (2011:
nil). The change in fair value
for the current and previous year is recognised through the income statement.
All items held at fair value through profit or loss were designated as such upon
initial recognition. Movements in
investments at fair value through profit or loss during the year to 31 October
2012 are summarised below.
Level 1: Level 3: Total
AIM-quoted Unquoted investments investments
GBP'000 GBP'000 GBP'000
=------------------------------------------------------------------------------
Valuation and net book amount:
As at 1 November 2011 632 11,859 12,491
Cumulative revaluation as at 1
November 2011 15 297 312
=------------------------------------------------------------------------------
Valuation at 1 November 2011 647 12,156 12,803
Movement in the year:
Purchases at cost - 1,061 1,061
Disposal proceeds - (2,067) (2,067)
Profit/(loss) on realisation of
investments - current year - 259 259
Revaluation in year 179 6,941 7,120
=------------------------------------------------------------------------------
Valuation at 31 October 2012 826 18,350 19,176
=------------------------------------------------------------------------------
Book cost at 31 October 2012 632 10,520 11,152
Revaluation to 31 October 2012 194 7,830 8,024
=------------------------------------------------------------------------------
Valuation at 31 October 2012 826 18,350 19,176
=------------------------------------------------------------------------------
The investment portfolio is managed with capital growth as the primary focus.
The loan and equity investments are considered to be one instrument for
valuation purposes due to the legal binding within the investment agreement and
therefore they are combined in the table shown above. The costs incurred in the
disposals amount to GBP18,000.
Level 3 valuations include assumptions based on non-observable market data, such
as discounts applied either to reflect fair value of financial assets held at
the price of recent investment, or, in the case of unquoted investments, to
adjust earnings multiples. Further details in respect of the methods and
assumptions applied in determining the fair value of the investments are
disclosed in the Investment Manager's Review and within the principal accounting
policies in note 1.
At 31 October 2012 and 31 October 2011, there were no commitments in respect of
investments not yet completed.
11. Debtors
31 October 2012 31 October 2011
GBP'000 GBP'000
=-------------------------------------------------------
Prepayments 102 11
Disposal proceeds 1,460 -
=-------------------------------------------------------
1,562 11
=-------------------------------------------------------
Disposal proceeds of GBP221,000 are due in more than one year.
12. Current Asset Investments
Current asset investments at 31 October 2012 comprised money market funds and
OEIC's.
31 October 2012 31 October 2011
GBP'000 GBP'000
=--------------------------------------------------------
Money Market funds 768 379
OEIC's 969 1,606
=--------------------------------------------------------
1,737 1,985
=--------------------------------------------------------
All current asset investments held at the year end sit with the level 1
hierarchy for the purposes of FRS 29.
Level 1 money market funds and OEICs: Level 1 valuations are based on quoted
prices (unadjusted) in active markets for identical assets or liabilities. The
valuation of money market funds and OEIC's at 31 October 2012 was GBP1,737,000
(2011: GBP1,985,000).
13. Creditors: Amounts Falling Due Within One Year
31 October 2012 31 October 2011
GBP'000 GBP'000
=------------------------------------------------------
Accruals 1,268 49
Included within accruals is an amount of GBP1,225,000 relating to a performance
fee payable to the investment manager on achieving a NAV of 130p and declaring
dividends of 40p per share. For more details please refer to Note 19.
14. Share Capital
31 October 2012 31 October 2011
GBP'000 GBP'000
=------------------------------------------------------------------------------
Authorised:
50,000,000 Ordinary shares of 10p 5,000 5,000
=------------------------------------------------------------------------------
Allotted and fully paid up:
17,538,326 (2011: 16,225,740) Ordinary 1,754 1,622
shares of 10p
=------------------------------------------------------------------------------
The capital of the Company is managed in accordance with its investment policy
with a view to the achievement of its investment objective as set on page X.
The Company is not subject to any externally imposed capital requirements.
We define capital as shareholders' funds and our financial strategy in the
medium term is to manage a level of cash that balances the risks of the business
with optimising the return on equity. The Company currently has no borrowings
nor does it anticipate that it will drawdown any borrowing facilities in the
future to fund the acquisition of investments.
The Board considers the distributable reserves and the total return for the year
when recommending a dividend. In addition, the Board is authorised to make
market purchases up to a maximum of 5% of the issued Ordinary share capital of
the Company in accordance with Special Resolution 9 in order to maintain
sufficient liquidity in the Company.
Capital management is monitored and controlled using the internal control
procedures set out on page X of this report. The capital being managed includes
equity and fixed-interest investments, cash balances and liquid resources
including debtors and creditors.
During the year, 1,428,595 shares were issued at a price of 97.8p through a top-
up (2011: No shares were issued during the year).
The Company repurchased the following Ordinary shares for cancellation (2011:
128,762 shares):
49,908 at a price of 82.2p per
· 2 March 2012: share
13,000 at a price of 82.2p per
· 30 March 2012: share
10,175 at a price of 83.2p per
· 30 April 2012 share
42,926 at a price of 82.2p per
· 6 July 2012 share
15. Reserves
Capital
Capital reserve
Special reserve holding Capital
Share distributable gains/(losses) gains/ redemption Revenue
premium reserve on disposal (losses) reserve reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
=------------------------------------------------------------------------------
As at 1
November 2011 574 12,686* (210)* 401 13 (244)*
Issue of
shares 1,180 - - - - -
Buy back of
shares - (95) - - 11 -
(Loss)/Profit
on ordinary
activities
after tax - - - - - (257)
Management
fees
allocated as
capital
expenditure - - (1,448) - - -
Prior period
holding gain
on disposal -
current asset
investment - - 3 (3) - -
Prior period
holding loss
on disposal -
fixed asset
investment - - (590) 590 - -
Current year
gain on
disposal -
Fixed asset
investment - - 259 - - -
Current year
loss on
disposal -
current asset
investment - - (15) - - -
Current
period
gains/losses
on fair value
of
investments - - - 7,198 - -
Dividends
paid - (425) - - - -
=------------------------------------------------------------------------------
Balance as at
31 October
2012 1,754 12,166* (2,001)* 8,186 24 (501)*
=------------------------------------------------------------------------------
*Reserve considered when calculating potential distribution by way of a
dividend.
When the Company revalues its investments during the year, any gains or losses
arising are credited/charged to the income statement. Holding gains/losses are
then transferred to the 'capital reserve - holding gains/(losses)'. When an
investment is sold, any balance held on the 'capital reserve - holding
gains/(losses)' is transferred to the 'capital reserve - gains/(losses) on
disposal' as a movement in reserves.
Reserves available for potential distribution by way of a dividend are:
GBP'000
=---------------------------------
As at 1 November 2011 12,232
Movement in year (2,568)
=---------------------------------
As at 31 October 2012 9,664
=---------------------------------
This is the minimum value of reserves available for potential distribution,
which will be impacted by the future realisibility, into cash, of gains and
losses included in the Capital Holding reserve.
The purpose of the special distributable reserve was to create a reserve which
will be capable of being used by the Company to pay dividends and for the
purpose of making repurchases of its own shares in the market with a view to
narrowing the discount to net asset value at which the Company's Ordinary shares
trade. In the event that the revenue reserve and capital reserve gains/(losses)
on disposal do not have sufficient funds to pay dividends, these will be paid
from the special distributable reserve.
16. Financial Instruments and Risk Management
The Company's financial instruments comprise equity and fixed interest
investments, cash balances and liquid resources including debtors and creditors.
The Company holds financial assets in accordance with its investment policy of
investing mainly in a portfolio of VCT qualifying unquoted securities whilst
holding a proportion of its assets in cash or near-cash investments in order to
provide a reserve of liquidity.
Classification of financial instruments
The Company held the following categories of financial instruments, all of which
are included in the balance sheet at fair value, at 31 October 2012.
31 October 2012 31 October 2011
GBP'000 GBP'000
Assets at fair value through profit or loss
Fixed Asset Investments 19,176 12,803
Current asset investments 1,737 1,985
=---------------------------------------------------------------------------
Total 20,913 14,788
Loans and receivables
Cash at bank 175 92
Disposal proceeds 1,460 -
=---------------------------------------------------------------------------
Total 1,635 92
Liabilities at amortised cost
Accruals 1,268 49
=---------------------------------------------------------------------------
Total 1,268 49
Fixed asset investments (see note 10) are carried at fair value. Unquoted
investments are carried at fair value as determined by the Directors in
accordance with current venture capital industry guidelines. The fair value of
all other financial assets and liabilities is represented by their carrying
value in the balance sheet. The Directors believe that the fair value of the
assets held at the period-end is equal to their book value.
In carrying on its investment activities, the Company is exposed to various
types of risk associated with the financial instruments and markets in which it
invests. The most significant types of financial risk facing the Company are
price risk, interest rate risk, credit risk and liquidity risk. The Company's
approach to managing these risks is set out below together with a description of
the nature and amount of the financial instruments held at the balance sheet
date.
Market risk
The Company's strategy for managing investment risk is determined with regard to
the Company's investment objective, as outlined on page X. The management of
market risk is part of the investment management process and is a central
feature of venture capital investment. The Company's portfolio is managed in
accordance with the policies and procedures described in the Corporate
Governance statement on pages X to X, having regard to the possible effects of
adverse price movements, with the objective of maximising overall returns to
shareholders. Investments in unquoted companies, by their nature, usually
involve a higher degree of risk than investments in companies quoted on a
recognised stock exchange, though the risk can be mitigated to a certain extent
by diversifying the portfolio across business sectors and asset classes. The
overall disposition of the Company's assets is regularly monitored by the Board.
Details of the Company's investment portfolio at the balance sheet date are set
out on pages X to X.
85.8% (2011: 81.9%) by value of the Company's net assets comprises investments
in unquoted companies held at fair value. The valuation methods used by the
Company include the application of a price/earnings ratio derived from listed
companies with similar characteristics, and consequently the value of the
unquoted element of the portfolio can be indirectly affected by price movements
on the London Stock Exchange. A 5% overall increase in the valuation of the
unquoted investments at 31 October 2012 would have increased net assets and the
total return for the year by GBP918,000 (2011: GBP608,000) an equivalent change in
the opposite direction would have reduced net assets and the total return for
the year by the same amount.
8.1% (2011: 13.4%) by value of the Company's net assets comprises of OEICs and
Money Market Funds held at fair value. A 5% overall increase in the valuation
of the OEICs and Money Market Funds at 31 October 2012 would have increased net
assets and the total return for the year by GBP87,000 (2011: GBP99,000) an
equivalent change in the opposite direction would have reduced net assets and
the total return for the year by the same amount.
The Investment Manager considers that the majority of the investment valuations
are based on earnings multiples which are ascertained with reference to the
individual sector multiple or similarly listed entities. It is considered that
due to the diversity of the sectors, the 5% sensitivity discussed above provides
the most meaningful potential impact of average multiple changes across the
portfolio.
Interest rate risk
Some of the Company's financial assets are interest-bearing, of which some are
at fixed rates and some variable. As a result, the Company is exposed to fair
value interest rate risk due to fluctuations in the prevailing levels of market
interest rates.
Fixed rate
The table below summarises weighted average effective interest rates for the
fixed interest-bearing financial instruments:
As at 31 October 2012 As at 31 October 2011
=------------------------------------------------------------------------------
Weighted
Weighted average
Total fixed average Total time for
rate Weighted time for fixed rate Weighted which
portfolio average which rate portfolio average rate is
by value interest is fixed by value interest fixed in
GBP'000 rate % in years GBP'000 rate % years
=------------------------------------------------------------------------------
Fixed-rate
investments
in unquoted
companies 560 10% 1.8 953 12% 2.5
=------------------------------------------------------------------------------
Due to the relatively short period to maturity of the fixed rate investments
held within the portfolio, it is considered that an increase or decrease of 1%
in the base rate as at the reporting date would not have had a significant
effect on the Company's net assets or total return for the year.
Floating rate
The Company's floating rate investments comprise cash held on interest-bearing
deposit accounts, libor rate on one loan note and, where appropriate, within
interest bearing money market funds. The benchmark rate which determines the
rate of interest receivable on such investments is the bank base rate, which was
0.5% at 31 October 2012. The amounts held in floating rate investments at the
balance sheet date were as follows:
31 October 2012 31 October 2011
GBP'000 GBP'000
=------------------------------------------------------------------------------
Floating-rate investments in unquoted
companies - -
Cash on deposit & money market funds 943 471
=------------------------------------------------------------------------------
943 471
A 1% increase in the base rate would increase income receivable from these
investments and the total return for the year by GBP9,000 (2011: GBP5,000).
Credit risk
There were no significant concentrations of credit risk to counterparties at 31
October 2012. By cost, no individual investment exceeded 6.2% (2011: 9.6%) of
the Company's net assets at 31 October 2012.
Credit risk is the risk that a counterparty to a financial instrument will fail
to discharge an obligation or commitment that it has entered into with the
Company. The Investment Manager and the Board carry out a regular review of
counterparty risk. The carrying values of financial assets represent the maximum
credit risk exposure at the balance sheet date.
At 31 October 2012 the Company's financial assets exposed to credit risk
comprised the following:
31 October 2012 31 October 2011
GBP'000 GBP'000
=------------------------------------------------------------------------------
Cash on deposit & money market funds 943 471
Fixed rate investments in unquoted companies 560 953
=------------------------------------------------------------------------------
1,503 1,424
Credit risk relating to listed money market funds is mitigated by investing in a
portfolio of investment instruments of high credit quality, comprising
securities issued by the UK Government and major UK companies and institutions.
Credit risk relating to loans to and preference shares in unquoted companies is
considered to be part of market risk.
The investments in money market funds and OEICS are uncertified.
Credit risk arising on the sale of investments is considered to be small due to
the short settlement and the contracted agreements in place with the settlement
lawyers.
The Company's interest-bearing deposit and current accounts are maintained with
HSBC Bank plc. The Investment Manager has in place a monitoring procedure in
respect of counterparty risk which is reviewed on an ongoing basis. Should the
credit quality or the financial position of HSBC deteriorate significantly, the
Investment Manager will move the cash holdings to another bank.
Liquidity risk
The Company's financial assets include investments in unquoted equity securities
which are not traded on a recognised stock exchange and which generally may be
illiquid. They also include investments in AIM-quoted companies, which, by their
nature, involve a higher degree of risk than investments on the main market. As
a result, the Company may not be able to realise some of its investments in
these instruments quickly at an amount close to their fair value in order to
meet its liquidity requirements, or to respond to specific events such as
deterioration in the creditworthiness of any particular issuer.
The Company's listed money market funds are considered to be readily realisable
as they are of high credit quality as outlined above.
The Company's liquidity risk is managed on a continuing basis by the Investment
Manager in accordance with policies and procedures laid down by the Board. The
Company's overall liquidity risks are monitored on a quarterly basis by the
Board.
The Company maintains sufficient investments in cash and readily realisable
securities to pay accounts payable and accrued expenses. At 31 October 2012
these investments were valued at GBP1,912,000 (2011: GBP1,985,000).
17. Post Balance Sheet Events
The following events occurred between the balance sheet date and the signing of
these financial statements:
* On 12 November 2012 a further GBP244,000 was invested into Calastone Limited
* On 15 November 2012 a further GBP109,000 was invested into Bowman Power
Limited
* On 30 November 2012 Titan disposed of its holding in Nature Delivered
Limited for GBP5,884,000 of which GBP3,764,000 was paid in cash and GBP2,120,000
was reinvested
18. Contingencies, Guarantees and Financial Commitments
Provided that an intermediary continues to act for a shareholder and the
shareholder continues to be the beneficial owner of the shares, intermediaries
will be paid an annual trail commission of 0.5% of the initial net asset value.
Trail commission of GBP62,000 was paid during the year (2011: GBP53,000) and there
was GBP15,000 (2011: GBP14,000) outstanding at the year end.
There were no other contingencies, guarantees or financial commitments as at 31
October 2012 (2011: nil).
19. Transactions with manager
Octopus Titan VCT 1 plc has employed Octopus Investments Limited throughout the
year as the Investment Manager.
Octopus Titan VCT 1 plc has paid Octopus GBP376,000 (2011: GBP311,000) in the year
as a management fee and there is GBP79,000 (2011: GBPnil) shown as a prepayment at
the balance sheet date. The management fee is payable quarterly in advance and
is based on 2.0% of the net asset value calculated at annual intervals as at 31
October.
Octopus Investments Limited also provides accounting, administrative and company
secretarial services to the Company, payable quarterly in advance for a fee of
0.3% of the net asset value calculated at annual intervals as at 31 October.
During the year GBP56,000 (2011: GBP46,000) was paid to Octopus Investments Limited
and there is GBP12,000 (2011: GBPnil) shown as a prepayment at the balance sheet
date, for the accounting and administrative services. In addition, Octopus also
provides secretarial services for a fee of GBP7,500 per annum. During the year
there was GBP2,000 (2011: GBPnil) in prepayments at the balance sheet date.
In addition, Octopus is entitled to performance related incentive fees. The
incentive fees are designed to ensure that there are significant tax-free
dividend payments made to Shareholders as well as strong performance in terms of
capital and income growth, before any performance related incentive fee payment
is made. Included within accruals is an amount of GBP1,225,000 relating to a
performance fee payable to the investment manager on achieving a NAV of 130p and
declaring dividends of 40p per share. At the period end dividends declared
amounted to 6p per share with the remaining 34p being declared as an interim
dividend by the Board on 10 December 2012. The Board has decided to recognise
the accrual for the performance fee to reflect the cost of the fee in the period
in which the fees were earned. The Board considers that whilst part of the
dividend was declared after the period end that the fund was committed to paying
the fee due to its results for the period, and accruing the fee provides the
most accurate reflection of the assets and liabilities of the fund at the period
end.
If, on a subsequent financial year end, the Performance Value of Octopus Titan
VCT 1 plc falls short of the Performance Value on the previous financial year
end, no incentive fee will arise. If, on a subsequent financial year end, the
performance exceeds the previous best Performance Value of Octopus Titan VCT 1
plc, the Investment Manager will be entitled to 20% of such excess in aggregate.
20. Related Party Transactions
Matt Cooper, a Non-Executive Director of Octopus Titan VCT 1 plc, is also
Chairman of Octopus Investments.
The Directors received the following dividends from the Company:
31 October 2012 31 October 2011
Lewis Jarrett (Chairman) GBP130 GBP78
Kevin D'Silva GBP132 GBP79
Matt Cooper GBP842 GBP505
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: Octopus Titan VCT 1 PLC via Thomson Reuters ONE
[HUG#1672185]
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