RNS Number:8663A
Triple Point VCT PLC
25 July 2007
Triple Point VCT plc
Preliminary Announcement for the year ended 31 March 2007
Financial summary
for the year ended 31 March 2007
Year ended 16 month period ended
31 March 2007 31 March 2006
Ordinary 'C' Total Ordinary 'C' Total
Shares Shares Shares Shares
# # # # # #
Financial Summary
Net assets 3,178,000 27,395,000 30,573,000 3,133,000 10,115,000 13,248,000
Net profit/(loss) 48,000 407,000 455,000 (34,000) (10,000) (44,000)
before tax
Share price at end 100.0p 100.0p 100.0p 100.0p 100.0p 100.0p
of period
Earnings/ (loss) 1.35p 1.12p 1.14p (1.11p) (1.11p) (1.11p)
per share
Net asset value 95.57p 96.12p 96.06p 94.23p 94.62p 94.52p
per share
Triple Point VCT plc ("the Company") is a Venture Capital Trust ("VCT"). The
investment manager is Triple Point Investment Management LLP. The Company was
launched in January 2005 and raised over #3.3 million through an offer for
subscription. Further money was raised for Triple Point VCT through a 'C' Share
issue (i.e. the issue of a new class of share) and reached #28.5 million (#27
million net of expenses) by the closing date of 5 April 2006. The Company
invests in businesses with contractual revenues from financially sound customers
and aims to generate an attractive income stream and modest but accessible
capital growth to shareholders.
Chairman's statement
I am pleased to be writing to you enclosing the Company's
second annual report and accounts to 31 March 2007.
This year's principal feature is that the Company made #7.8million of qualifying
VCT holdings representing some 25.9% of its investments, with a futher # 4.7m of
qualifying holdings made after the year end so that the Company is now some
41.6% invested, representing significant progress towards the target for VCT
status of the Company being 70% invested in qualifying holdings. Further details
of the investments made and the investment pipeline are given in the Investment
Manager's review.
Results for the current year are shown separately for the Ordinary and C Share
classes. The directors resolved to merge the two share classes as provided for
in the Company's articles of association. The special resolutions approved at
company and class extraordinary meetings held on 27 April 2007 mean that the
merger was effective from the Company's year end 31 March 2007, rather than
taking effect at a later date which would have meant continuing the two class
presentation of the results for part of the year ending 31 March 2008.
I am therefore delighted to report that there is now a single class of ordinary
shareholders comprising 31,990,482 Ordinary Shares and that, subject to
shareholder's approval, the Company's first dividend totalling #742,000 equal to
2.3p per share was proposed on 23 July 2007 and will be paid at the same rate to
all shareholders following the Annual General Meeting scheduled for 3 September
2007.
During the year Triple Point Investment Management LLP (TPIMLLP) replaced Triple
Point Investment Management Limited (now called Triple Point Investment Services
Limited) as investment manager - At the same time, following a helpful tax
ruling the administration services formerly provided by Triple Point LLP were
bundled together with the investment management services provided by TPIMLLP
with the result that the company has been able to save irrecoverable VAT not
only on investment fees which it was previously able to do but now also on
administration fees. The change was therefore made for purely technical reasons,
the team acting for the Investment Manager remains the same.
Finally, I am sorry to report that Louis Greig stood down from the Company's
board on 15 June 2007 due to conflicting presures on his time and I would like
to thank him for his contribution during the Company's formative period. However
I am pleased to introduce his replacement Robin Morrison. Robin was a senior
executive of Mars Incorporated. A summary of his career appears in the Accounts
and we believe he will make a real contribution to your company.
Michael Sherry, Chairman
23 July 2007
Details of Advisers
Bankers
HSBC Bank plc
PO Box 648
27-32 Poultry
London
EC2P 2BX
Solicitors
Howard Kennedy
19a Cavendish Square
London
W1A 2AW
Registrars
Neville Registars Limited
Neville House
18 Laurel Lane,
Halesowen,
West Midlands B63 3DA
VCT Taxation Advisers
PriceWaterhouseCoopers
1 Embankment Place
London
WC2N 6RN
Directors
Michael Gabriel Sherry (Chairman)
Robin David Morrison
James Chadwick Murrin
Secretary and Registered Office Peter Hargreaves
10 Gray's Inn Square
London
WC1R 5JD
Registered Number 45304481
Investment Manager and Administrator
Triple Point Investment Management LLP ("TPIMLLP")
10 Gray's Inn Square
London
WC1R 5JD
Tel: 020 7404 7403
Independent Auditor Grant Thornton UK LLP
1 Westminster Way
Oxford
OX2 0PZ
Profit & Loss Account
for the year ended 31 March 2007
Year ended 31 March 2007 Sixteen months 31 March 2006
Revenue Capital Total Revenue Capital Total
#'000 #'000 #'000 #'000 #'000 #'000
Ordinary Shares
Investment income 135 - 135 110 - 110
Investment management fees (19) (57) (76) (101) - (101)
Other expenses (11) - (11) (43) - (43)
Return on ordinary activities 105 (57) 48 (34) - (34)
before taxation
Taxation on ordinary activities (7) 4 (3)
- - -
Profit/(loss) on ordinary 98 (53) 45 (34) - (34)
activities after taxation
Transfer to/(from) reserves 98 (53) 45 (34) - (34)
Earnings / (loss) per share 2.94p (1.59p) 1.35p (1.11p) - (1.11p)
'C' Shares
Investment income 1,142 - 1,142 34 - 34
Investment management fees (160) (480) (640) (31) - (31)
Other expenses (95) - (95) (14) - (14)
Return on ordinary activities 887 (480) 407 (11) - (11)
before taxation
Taxation on ordinary activities (198) 107 (91) - - -
Profit/(loss) on ordinary 689 (373) 316 (11) - (11)
activities after taxation
Transfer to/(from) reserves 689 (373) 316 (11) - (11)
Earnings / (loss) per share 2.44p (1.32p) 1.12p (1.11p) - (1.11p)
Total
Investment income 1,277 - 1,277 144 - 144
Investment management fees (179) (537) (716) (132) - (132)
Other expenses (106) - (106) (57) - (57)
Return on ordinary activities 992 (537) 455 (45) - (45)
before taxation
Taxation on ordinary activities (205) 111 (94) - - -
Profit/(loss) on ordinary 787 (426) 361 (45) - (45)
activities after taxation
Transfer to/(from) reserves 787 (426) 361 (45) - (45)
Earnings/(loss) per share 2.50p (1.35p) 1.14p (1.11p) - (1.11p)
The Total column of this statement is the profit and loss account of this
Company. 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 cash at bank and money market
funds.
Balance sheet
as at 31 March 2007
31 March 2007 31 March 2006
Ordinary 'C' Total Ordinary 'C' Shares Total
Shares Shares Shares
#'000 #'000 #'000 #'000 #'000 #'000
Fixed Assets:
Investments 797 6,987 7,784 - - -
Current Assets:
Debtors 86 732 818 - 2 2
Current asset investments 1,905 16,325 18,230 1,355 15,645 17,000
Cash at bank 422 3,612 4,034 1,871 6,014 7,885
2,413 20,669 23,082 3,226 21,661 24,887
Creditors: amounts falling due (32) (261) (293) (93) (11,547) (11,640)
within on year
Net current assets 2,381 20,408 22,789 3,133 10,114 13,247
Total assets less current 3,178 27,395 30,573 3,133 10,114 13,247
liabilities
Capital and reserves:
Share capital 33 1,425 1,458 33 534 567
Share premium 3,134 25,665 28,799 3,134 9,591 12,725
Capital reserve (53) (373) (426) - - -
Revenue reserve 64 678 742 (34) (11) (45)
Shareholders' funds 3,178 27,395 30,573 3,133 10,114 13,247
Net asset value per share 95.57p 96.12p 96.06p 94.22p 94.62p 94.52p
Cash flow statement
for the year ended 31 March 2007
Year ended 31 March 2007 Sixteen months ended 31 March 2006
Ordinary 'C' Total Ordinary 'C' Shares Total
Shares Shares Shares
#'000 #'000 #'000 #'000 #'000 #'000
Net Cash inflow from operating
activities
Profit/(loss) on ordinary 48 407 455 (34) (11) (45)
activities before tax
Taxation charge for the period (3) (91) (94) - - -
Cash generated from operations 45 316 361 (34) (11) (45)
before changes in working
capital
Increase in debtors (86) (730) (816) - (2) (2)
(Decrease)/Increase in creditors (61) (37) (99) 93 298 391
Cash (outflow)/inflow from (102) (451) (553) 59 285 344
operating activities
Financial investment:
Purchase of fixed asset (797) (6,987) (7,784) - - -
investments
Cash outflow from financial (797) (6,987) (7,784) - - -
investment
Management of liquid resources:
Invested in current asset (550) (680) (1,230) (1,355) (15,645) (17,000)
investments
Financing:
Issue of own shares - 17,812 17,812 3,325 10,649 13,974
Share issue expenses - (847) (847) (158) (524) (682)
Subscription received but not - (11,249) (11,249)
alloted at 31 March 2006
- 11,249 11,249
Cash inflow from financing - 5,716 5,716 3,167 21,374 24,541
Increase/(decrease) in cash at (1,449) (2,402) (3,851) 1,871 6,014 7,885
bank
Reconciliation of net cash flow
to movements in cash at bank
Increase/(decrease) in cash at (1,449) (2,402) (3,851) 1,871 6,014 7,885
bank
Cash at bank at 31 March 2006 1,871 6,014 7,885 - - -
Cash at bank at 31 March 2007 422 3,612 4,034 1,871 6,014 7,885
Notes:
1 Accounting policies
Basis of accounting
The financial statements have been prepared under the historical cost
convention, and in accordance with applicable accounting standards in the UK and
with the Statement of Recommended Practice (SORP) for "Financial Statements of
Investment Trust Companies" as issued in January 2003 and revised in December
2005.
The principal accounting policies of the Company are set out below. The policies
have remained unchanged from the previous year apart from the adoption of FRS 25
'Financial Instruments: Disclosure and Presentation' and FRS 26 'Financial
Instruments: Measurement'. Neither of these standards has had an impact upon
the financial statements.
Fixed Asset Investments
The Company invests in financial assets with a view to profiting from their
total return through income and capital growth. These investments are managed
and their performance is evaluated on a fair value basis in accordance with a
documented investment strategy. Accordingly as permitted by FRS 26, the
investments and loan notes are designated as fair value through the profit and
loss ("FVTPL").
Unlisted investments are fair valued by the Directors in accordance with the
International Private Equity and Venture Capital Valuation Guidelines. The
Directors' policy in valuing unlisted investments is as follows:
a) investments which have been made within the last twelve months are
valued at cost, except where a company's under performance against plan
indicates a diminution in the value of the investment.
b) where a company is in the early stage of development, it will normally
continue to be held at cost on the basis described above or at a value indicated
by a material arms length transaction by a third party in the securities.
c) where a company is well established and profitable the shares may be
valued by applying a suitable price earnings ratio to the company's historic
post tax earnings. The ratio used is based on a comparable listed company or
sector.
Where securities are designated upon initial recognition as at fair value
through the profit and loss account, gains and losses arising from changes in
fair value are included in net profit or loss for the period as a capital item.
The profit or loss on disposal is calculated net of transaction costs of
disposal.
Current Asset Investments
Current asset investments comprise money market funds and are shown at cost.
Income
Investment income includes interest earned on bank balances and money market
securities and includes income tax withheld at source. Dividend income is shown
net of any related tax credit.
Dividends receivable are brought into account on the ex-dividend date. Fixed
returns on debt and money market securities are recognised on a time
apportionment basis so as to reflect the effective yield, provided there is no
reasonable doubt that payment will be received in due course.
Expenses
All expenses are accounted for on the accruals basis. Expenses are charged to
revenue with the exception of the investment management fee, which has been
charged 25% to the revenue account and 75% to the capital account to reflect, in
the Directors' opinion, the expected long term split of returns in the form of
income and capital gains respectively form the investment portfolio.
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 on the same basis as
the particular item to which it relates, using the Company's effective rate of
tax for the accounting period.
Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date 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, 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
money market funds 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 and investments in money market funds.
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.
2 Profit per share
Ordinary Share
The profit per share is based on a profit from ordinary activities after tax of
#44,826 and on 3,324,964 shares, being the weighted average number of shares in
issue during the year.
'C' Share
The profit per share is based on a profit from ordinary activities after tax of
#315,725 and on 28,183,871 shares, 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 return per share figures are relevant.
3 Fixed asset investments
Year ended 31 March 2007 Sixteen months ended
31 March 2006
Ordinary 'C' Total Ordinary 'C' Shares Total
Shares Shares Shares
#'000 #'000 #'000 #'000 #'000 #'000
Purchases at cost 797 6,987 7,784 - - -
Valuation at 31 March 2007 797 6,987 7,784 - - -
Cost at 31 March 2007 797 6,987 7,784 - - -
All investments relate to investments in unquoted companies and comprise equity
investments of #2,431,000 and debt of #5,353,000. Further details of these
investments are provided in the Investment Manager's review.
4 Current asset investments
Current asset investments comprised investments in the following money market
funds all of which are shown at cost:-
31 March 2007 31 March 2006
Ordinary 'C' Total Ordinary 'C' Shares Total
Shares Shares Shares
#'000 #'000 #'000 #'000 #'000 #'000
BGI Sterling Liquidity Fund 317 2,721 3,038 120 1,380 1,500
GS Sterling Liquid Fund 318 2,721 3,039 247 2,853 3,100
HSBC Sterling Liquidity Fund 317 2,721 3,038 247 2,853 3,100
Insight Liquidity Fund 317 2,721 3,038 247 2,853 3,100
Merrill Lynch Instant Fund 318 2,721 3,039 247 2,853 3,100
RBOS Global Treasury Fund 318 2,720 3,038 247 2,853 3,100
Total 1,905 16,325 18,230 1,355 15,645 17,000
5 Reserves
31 March 2007 31 March 2006
Share Capital Revenue Share Capital Revenue
Premium Reserve Reserve Reserve
Premium Reserve
#'000 #'000 #'000 #'000 #'000 #'000
Ordinary Shares:
Premium on allotment 3,292
during the period
- - - - -
Share issue costs - - - (158) - -
Issue of shares - - - 3,134 - -
-
Profit/(loss) for the - (53) 98 - (34)
period
Balance brought forward 3,134 - (34) - - -
Balance carried forward 3,134 (53) 64 3,134 - (34)
'C' Shares:
Premium on allotment 10,115
during the period
16,921 - - - -
Share issue costs (847) - - (524) - -
Issue of shares 16,074 - - 9,591 -
Profit/(loss) for the - (373) 689 - (11)
period
16,074 (360) 665 9,591 (11)
Balance brought forward 9,591 - (11) - -
Balance carried forward 25,665 (373) 678 9,591 (11)
Total:
Premium on allotment
during the period
16,921 - - 13,407 - -
Share issue costs (847) - - (682) - -
Issue of shares 16,074 - - 12,725 - -
Profit/(loss) for the - (426) 787 - - (45)
period
16,074 (426) 787 12,725 - (45)
Balance brought forward 12,725 - (45) - - -
Balance carried forward 28,799 (426) 742 12,725 - (45)
All balances on capital reserve represent realised losses.
6 Net asset value per share
31 March 2007 31 March 2006
Ordinary 'C' Total Ordinary 'C' Shares Total
Shares Shares Shares
The calculation of
net asset value
per share is based
on net assets of
#3,177,583 #27,395,027 #30,572,610 #3,132,757 #10,114,680 #13,247,437
and divided by the
shares in issue
3,324,964 28,501,776 31,826,740 3,324,962 10,689,837 14,014,799
Net asset value 95.57p 96.12p 96.06p 94.22p 94.62p 94.52p
per share
7 Dividend
The directors are proposing a final dividend of 2.3p per share for the year
ended 31 March 2007.
8 Related party transactions
Mr Michael Sherry, Chairman of the Company, is an equity Member of Triple Point
LLP ("TPLLP"). TPLLP in turn owns TPIMLLP and TPIML. During the year, TPLLP
provided administrative services to the Company amounting to #53,770 (2006 -
#17,000) TPIML provided investment management services to the Company amounting
to #305,078 (2006 - #115,000) and TPIMLLP, in succession to TPILLP and TPIML
(now Triple Point Investment Services Ltd) provided bundled investment
management and administration services to the Company amounting to #356,063.
There are agreements under which TPLLP underwrote the issue costs of both the
original and 'C' share allotments issue in excess of 4.75% of the value of the
applications in consideration of a payment to TPLLP to the extent that the other
issue costs were less than 4.75% of the aggregate value of accepted agreements.
9 Post balance sheet events
Following a resolution of the directors to merge the ordinary and C share
classes, on 27 April 2007 special resolutions were passed at company and class
meetings which mean that the merger was effective from the company's year ended
31 March 2007.
As a result of the merger the 28,501,776 C shares in issue at the year end were
converted into 28,665,518 new ordinary shares and 113,843,362 deferred shares
and under the terms of the articles the deferred shares were immediately
repurchased for 1p for every 1 million deferred shares. As a result there are
now 31,990,482 ordinary shares in issue, made up as follows:
Existing ordinary shares 3,324,964
New ordinary shares issued on conversion of C shares 28,665,518
Ordinary shares in issue following conversion 31,990,482
On 23 July 2007 the Directors proposed a dividend of 2.3p per share in respect
of the year ended 31 March 2007, totalling #742,000, which will be paid to
shareholders following the Annual General Meeting to be held on 3 September
2007.
10 Accounts
The financial information set out in this preliminary announcement does not
constitute statutory accounts as defined in section 240 of the Companies Act
1985 ('the Act'). The balance sheet as at 31 March 2007, profit and loss
account, cash flow statement and Note 1 for the year then ended have been
extracted from the Company's 2007 statutory financial statements upon which the
auditors' opinion is unqualified and does not include any statement under
section 237 of the Act.
The Annual Report & Accounts for the year ended 31 March 2007 will be filed at
the Registrar of Companies and will be posted to shareholders shortly.
11 Announcement
A copy of this announcement will be available at the offices of the Company for
14 days from the date of this announcement. The preliminary announcement is not
being posted to shareholders.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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