TRIVEST VCT PLC
Interim Results for the six months ended 31 March 2006
Chairman's Statement
I am pleased to present the Company's Interim results for the six months ended
31 March 2006.
Portfolio
During the six-month period ended 31 March 2006 the FTSE100 index rose 10.72%,
the FTSE All-Share index rose 12.71%, and the FTSE AIM index rose 9.98%,
reflecting continuing high institutional liquidity.
On the investment side there has been no shortage of equity and debt providers
looking for good propositions. The competition to finance such situations
remains strong. The Chancellor's recent budget and the proposed legislation in
respect of VCTs ensured that demand, before 6 April 2006, for investment in
these vehicles was at an all time high. This will mean that over the next
couple of years our Investment Managers will face even stiffer competition for
good investments which could result in price/earnings ratios rising. The
converse of this position could be that realisation levels may also rise.
Subscriptions into new VCTs are likely to be lower in the light of the new
taxation legislation in respect of VCTs.
The last six months have largely been a period of consolidation for the
portfolio with the slight decline in the Net Asset Value (NAV) per share being
mainly attributable to the fall in share price of several of our quoted
technology stocks. Whilst the portfolio during this period has not seen the
sharp increase in the NAV per share enjoyed in the previous period, the Board
and Investment Managers are pleased with the continuing progress of the
portfolio and the possibility of a number of profitable realisations during the
next period. At 31 March 2006, the Company's NAV per share was 117.06 pence (30
September 2005: 122.53 pence as restated).
Within the Foresight portfolio, in January 2006 Blue Curve Limited was sold to
Mondas plc for an initial consideration of �925,000 with up to �2,075,000 to
follow through based on an earnout of revenues. During October and November
2005 TriVest purchased a total of a further 150,000 shares in Sarantel plc. In
February 2006, Oxonica plc, our largest single investment, continued to make
progress and completed the acquisitions of US based Nanoplex Technologies Inc
for a total consideration of up to 7,538,440 fully paid ordinary shares in
Oxonica which is equivalent to approximately 17% of the equity.
Overall, the MPEP portfolio has performed well with strong profit growth being
shown by Image Source, Original Additions and Secure Mail Services, the last of
which has consolidated the turnaround in its trading seen over the previous
year. The past six months has seen three companies added to the portfolio. We
invested �1 million in October 2005 to support the MBO of Youngman Group, a
leading manufacturer of ladders and access towers. This was followed by two
further investments in January 2006; first �215,914 was invested in Vectair
Holdings, a Basingstoke-based producer of air-care and sanitary products used
primarily in office and commercial washrooms, and secondly, �334,880 was
invested in Campden Media, a London-based publisher of magazines and yearbooks
and arranger of conferences aimed at the healthcare and private wealth
management markets. Shortly after the period end a new investment of �388,842
was made into VSI, a Group of associated businesses that specialises in
developing and marketing 3D software. Two further new investments of �360,969
into Blaze Signs Holdings, a designer, manufacturer and installer of shop front
and internal signage for major multiple retailers; and of an additional �
126,229 into BBI Holdings were completed after the period end. Also during this
period, BG Consulting Group carried out a reconstruction as a result of which
TriVest now also holds an equity stake and loan stock in a new company called
Duncary 4. The valuation of our interest remains largely unchanged.
Disappointingly, since the period end, The Hunter Rubber Company has been
placed into administration after incurring continuing losses. This has had no
effect on the current NAV as TriVest had already made a full provision against
this investment.
Within the Nova portfolio, in January 2006 a further investment of �100,000 was
made into NexxtDrive Limited (formerly DriveTec (UK) Ltd) as it moves towards a
flotation.
Revenue Account
At 31 March 2006, revenue reserves available for distribution to shareholders
were �199,160 (31 March 2005; �118,309 as restated). As in previous years, the
Board does not propose to declare an interim dividend but expects to be able to
propose a final dividend for the year ended 30 September 2006. The net asset
value per share as at 31 March 2006 was 117.06 pence (122.53 pence as at 31
March 2005 as restated) and the total loss per share was 2.50 pence (23.25
pence earnings per share as at 31 March 2005 as restated).
Investment company status
The Company revoked its investment company status on 30 November 2005. This
will enable the Company to make distributions out of capital gains that have
started to be realised as the portfolio matures. The first dividend out of
capital gains of 2.5 pence per share was paid to Shareholders on 14 February
2006.
Share buy-backs
During the six months ended 31 March 2006, the Company bought back 600,000
Ordinary Shares (representing 1.47% of the shares in issue at the period end)
at a total cost of �581,100 (net of expenses). These shares were subsequently
cancelled by the Company.
Dividend Investment Scheme
170 Shareholders, who between them held a total of 1,895,589 Ordinary Shares
representing 4.77% of the Company, have joined the Dividend Investment Scheme
Valuation Policy
Quoted stocks are now valued at bid prices, rather than mid-market prices in
accordance with new accounting standards. It is worth commenting that the Fund
does hold a number of relatively early stage AIM listed stocks with limited
marketability. In such cases, the price at which a sizeable block of shares
could be traded, if at all, may vary significantly from the market price used.
TriVest Website
May I remind you that the Company now has its own website which is available at
www.trivestvct.co.uk.
Colin Hook,
Chairman
Investment Portfolio Summary
as at 31 March 2006
Valuation at Additional Valuation
Total cost 30 September investments at
at 2005 in the 31 March
31 March (restated) period 2006
2006 (unaudited)
� � � �
Foresight Venture Partners
Oxonica plc 2,136,763 8,780,297 - 8,012,905
Specialist in the design,
manipulation and
engineering of properties
of materials at the
nano-scale
Camwood Limited 1,028,181 1,780,937 - 2,843,331
Provider of software
repackaging services
SmartFOCUS Group plc 700,000 1,899,292 - 2,110,908
Provider of analytic
software to support
targeting and execution of
marketing campaigns
Aquasium Technology 700,000 2,067,997 - 1,850,780
Limited
Design, manufacture and
marketing of bespoke
electron beam welding and
vacuum furnace equipment
Sarantel Group plc 1,670,252 3,729,170 58,500 1,644,219
Antennae for mobile phones
and other wireless devices
Alaric Systems Limited 595,802 595,762 - 595,762
Software development,
implementation and support
in the credit/debit card
authorisation and payments
market
ANT plc 462,816 472,749 - 512,145
Provider of embedded
browser/email software for
consumer electronics and
Internet appliances
Aigis Blast Protection 272,120 333,320 - 333,320
Limited
Specialist blast
containment materials
company
DCG Datapoint Group 312,074 312,074 - 311,853
Limited
Design, supply and
interrogation of data
storage solutions
Wire-e Limited 500,000 250,000 - 200,000
Provider of mobile data
communication services
Mondas plc (investment 600,000 450,183 33,000 142,953
formerly in
Blue Curve Limited)
Specialist provider of
software solutions To
the banking & securities
and Education markets
Monactive Limited 339,285 160,667 - 23,909
Provider of software
asset management tools
that monitor usage of
software versus licences
held
Broadreach Networks - 15,000 - -
Limited
Public access WLAN and
fixed line Internet
Service Provider
Other investments in the 250,000 - - -
portfolio*
---------- ---------- ---------- ----------
9,567,293 20,847,448 91,500 18,582,085
Matrix Private Equity
Partners Limited
HWA Limited (trading as 69,105 3,219,023 - 3,352,810
Holloway
White Allom)
Specialist contractor in
the high- value
residential and heritage
property refurbishment
market
Secure Mail Services 1,230,256 2,590,494 - 3,165,388
Limited
(formerly Special Mail
Services Limited)
Specialist, secure
credit card delivery
business
Image Source Group 1,000,000 2,618,253 - 2,877,372
Limited
Royalty free picture
library
Original Additions 1,000,000 2,301,687 - 2,540,863
(Beauty Products)
Limited
Manufacturer and
distributor of beauty
products
Youngman Group Limited 1,000,000 - 1,000,000 1,000,000
Manufacture of ladders
and access towers
Tottel Publishing 514,800 514,800 - 867,229
Limited
Specialist law and tax
imprint
Ministry of Cake Limited 721,280 721,280 - 721,280
Manufacturer of desserts
and cakes for the food
service industry
BBI Holdings plc 369,890 731,910 - 731,910
Manufacturer of gold
conjugate for the
medical diagnostics
industry
Letraset Limited 1,000,000 487,737 - 719,878
Manufacturer and
distributor of graphic
art products
Brookerpaks Limited 500,000 1,033,058 - 676,570
Importer and distributor
of garlic and
vacuum-packed vegetables
Campden Media Limited 334,880 - 334,880 334,880
Magazine publisher and
conference organiser
F H Ingredients Limited 403,303 403,303 - 317,602
Processor of fresh herbs
to produce a frozen
product used by food
processing companies in
the production of ready
meals
Vectair Holdings Limited 215,914 - 215,914 215,914
Provider of air care and
sanitary Washroom
products
Inca Interiors Limited 350,000 300,562 - 200,000
Supplier of quality
kitchens to house
developers
SectorGuard plc 150,00 128,571 - 160,714
Provision of manned
guarding, mobile
Patrolling and alarm
response services
B G Consulting Group 1,153,976 125,000 153,976 114,828
Limited/
Duncarry 4 Limited
Technical training
business and
outplacement careers
consultancy
Other investments in the 1,316,482 - - -
portfolio*
---------- ---------- ---------- ----------
11,329,886 15,175,678 1,704,770 17,997,238
Nova Capital Management
Limited
Tikit Group plc 517,624 882,607 - 869,564
Provider of consultancy
services and software
solutions for law firms
IDOX plc 737,625 668,500 - 859,500
Developer of products
for document, content
and information
management
Biomer Technology 137,170 753,837 - 753,837
Limited
Developer of
biomaterials for medical
devices
NexxtDrive Limited 600,000 412,500 100,000 512,500
Developer of patented
transmission technology
Other investments in the 698,999 - - -
portfolio*
---------- ---------- ---------- ----------
2,691,418 2,717,444 100,000 2,995,401
---------- ---------- ---------- ----------
Total 23,588,597 38,740,570 1,896,270 39,574,274
---------- ---------- ---------- ----------
* Other investments in the portfolio comprises those investments that have
been valued at nil and from which the Directors only expect to receive small
recoveries; iDesk plc in the Foresight portfolio; The Hunter Rubber Company
Limited, in administration and Stortext-FM in the MPEP portfolio and Trident
Publishing Limited (dissolved 24 April 2006) in the Nova portfolio.
Investment Managers' Review
Foresight Venture Partners
The last six month period has been one of mixed fortunes for the portfolio
investments. On the one hand a number of the portfolio companies have been
benefiting from improved market conditions. For example, SmartFOCUS has made
good progress since we increased our investment in the company at the time of
its AIM flotation in October 2004. During 2005 the company achieved a 112%
growth in revenues to �6.0 million, a maiden profit and made its first
acquisition. Aquasium benefited from capital investment programmes,
particularly in China, and achieved another year of increased sales and
profits. On the other hand, there was considerable downward pressure on the
prices of certain of the AIM listed investments, in particular Sarantel and
ANT, and these are described in more detail below.
Oxonica, which engineers the properties of materials at the nano-scale level
for application in fuel additives, UV protection and other products, has seen
encouraging demand for its products and Stagecoach is now using its fuel
additive product throughout its UK and New Zealand bus fleets. Furthermore,
Boots plc has incorporated Oxonica's UV protection additive into a sunscreen
product, which is currently available throughout its stores. Oxonica's shares
placed on AIM at 95.8p per share and were trading at �1.55 at 31 March 2006,
representing an uplift of �5.8 million on the fund's investment cost. Oxonica
announced an agreement to acquire US based Nanoplex Technologies Inc. in
December 2005 and completed the transaction in February 2006.
Sarantel, which manufactures miniature antennas used in mobile phones and
personal digital systems offering location based services through navigation
satellites, announced a sales increase to �2.8 million in the year to 30
September 2005 from �0.8 million in 2004 but a series of contract delays
resulted in negative trading updates and the price fell sharply to 35p per
share at the end of March (from a float price of 82p). Your Investment Manager
remains confident, however, that the company's strategy will produce more
positive results over the next twelve to eighteen months.
Similarly ANT, which listed on the AIM market on 16 March 2005 raising �11
million, has, as a result of a negative trading update, fallen from a float
price of 126p to 78p per share at 31 March 2006. The company has more recently
experienced increased demand for its software products and reported an
encouraging pipeline for new business prospects in 2006.
Camwood has continued to enjoy improved trading conditions, which has resulted
in increased profitability and a significant upward movement in its valuation.
On the negative side, Broadreach Networks went into administration in the final
quarter of 2005 and the valuation was reduced accordingly.
During December 2005, Blue Curve agreed terms for a takeover by Mondas plc for
an initial consideration of �925,000 with up to �2.1 million to follow from a
revenue based earn-out. The transaction was share based and recent falls in the
Mondas share price have resulted in a provision against the previous valuation
of Blue Curve. However, the enlarged business has had recent contract successes
and early indications suggest that Mondas' increased product offerings have
appealed to their enlarged customer base.
Matrix Private Equity Partners Limited
The past six months has seen three companies added to the MPEP portfolio, all
of which were Management Buy Outs ("MBOs"). TriVest invested �1 million in
October 2005 to support the MBO of Youngman Group, a leading manufacturer of
ladders and access towers. This was followed by two further investments in
January 2006; first �215,914 was invested in Vectair Holdings, a
Basingstoke-based producer of air-care and sanitary products used primarily in
office and commercial washrooms, and secondly �334,880 was invested in Campden
Media, a London-based publisher of magazines and yearbooks and arranger of
conferences aimed at the healthcare and private wealth management markets.
Overall the portfolio has again performed well, with particularly strong profit
growth being shown by Image Source, Original Additions and Secure Mail
Services, the last of which has consolidated the turnaround in its trading seen
over the previous year. During the period, BG Consulting Group carried out a
reconstruction as a result of which TriVest now also holds an equity stake and
loan stock in Duncary 4; the valuation of TriVest's interest has remained
largely unchanged. Disappointingly, since the period end, The Hunter Rubber
Company was placed in administration after incurring continuing losses despite
rapid expansion and diversification. Other investments have shown solid
progress and the portfolio continued to generate yield from MPEP's geared
investment structuring.
The MPEP portfolio now comprises 19 investments, over three quarters of which
are MBOs. The value of the portfolio has increased by a further �1.2 million
over cost since the year end and now stands at just under �18 million, or 167%
of current cost (31 March 2005: 166%).
Nova Capital Management Limited
There are four investments in the portfolio as at 31 March 2006. No investments
were made into any new companies in the period under review. The emphasis of
Nova's work has been on value improvement within the existing financial
resources of each company unless there is clear evidence that new investment
will make a significant difference.
Tikit, an AIM quoted company, specialising in providing consultancy services
and software solutions to law firms, had a small decline in its market value
over the last six months, while it consolidated its operations from the
acquisition of three smaller companies but we remain optimistic about its long
term prospects.
IDOX, an AIM quoted company providing knowledge management software and
solutions to the public sector had an increase of 18% in its share price over
the period.
Biomer is a company concerned with the development of novel polymers for
product applications in cardiovascular and other interventional medical
devices. Development work with a leading American medical devices corporation
appears to be making good progress.
NexxtDrive is developing technology which will increase fuel efficiency and
performance of conventional and hybrid vehicles. During the period TriVest made
a further investment of �100,000 in NexxtDrive as part of a �550,000 funding
round. At the period end, TriVest's total holding was valued at �512,500 which
includes �325,000 of convertible loan notes. NexxtDrive is considering an IPO
on the AIM market.
Unaudited Profit and Loss Account
for the six months ended 31 March 2006
Six months to 31 March 2006
(unaudited)
Revenue Capital Total
� � �
Unrealised (losses)/gains on - (893,173) (893,173)
investments
(Losses)/gains on realisation of - (1,498) (1,498)
investments
Cost of investment transactions - (17,524) (17,524)
Income 596,717 - 596,717
Investment management fees (119,952) (359,854) (479,806)
Other expenses (216,430) - (216,430)
---------- ---------- ----------
Profit/(loss) before income tax 260,335 (1,272,049) (1,011,714)
Tax on ordinary activities (61,175) 61,175 -
---------- ---------- ----------
Profit/(loss) for the financial 199,160 (1,210,874) (1,011,714)
period
---------- ---------- ----------
Earnings per share (2.50)p
Six months to 31 March 2005
(Unaudited and restated)
Revenue Capital Total
� � �
Unrealised (losses)/gains on - 9,306,029 9,306,029
investments
(Losses)/gains on realisation of - 355,867 355,867
investments
Cost of investment transactions - - -
Income 553,515 - 553,515
Investment management fees (87,446) (262,337) (349,783)
Other expenses (305,892) - (305,892)
---------- ---------- ----------
Profit/(loss) before income tax 160,177 9,399,559 9,559,736
Tax on ordinary activities (41,868) 41,868 -
---------- ---------- ----------
Profit/(loss) for the financial 118,309 9,441,427 9,559,736
period
---------- ---------- ----------
Earnings per share 23.25p
Year to 30 September 2005
(restated)
Revenue Capital Total
� � �
Unrealised (losses)/gains on - 16,221,200 16,221,200
investments
(Losses)/gains on realisation of - 1,080,192 1,080,192
investments
Cost of investment transactions - - -
Income 1,163,788 - 1,163,788
Investment management fees (193,717) (581,150) (774,867)
Other expenses (537,493) - (537,493)
---------- ---------- ----------
Profit/(loss) before income tax 432,578 16,720,242 17,152,820
Tax on ordinary activities (106,870) 106,047 (823)
---------- ---------- ----------
Profit/(loss) for the financial 325,708 16,826,289 17,151,997
period
---------- ---------- ----------
Earnings per share 42.05p
Unaudited Note of Historical Cost Profits and Losses
For the six months ended 31 March 2006
Six months Six months Year to 30
to to September
31 March 31 March 2005
2006 2005
(restated) (restated)
� � �
(Loss)/profit on ordinary activities (1,011,714) 9,559,736 17,152,820
before taxation
Add/(less) unrealised losses/(gains) on 893,173 (9,306,029) (16,221,200)
investments
(Less)/add realisation of revaluation (4,417,530) 130,616 350,156
(losses)/gains of previous
Years
---------- ---------- ----------
Historical cost (loss)/profit on (4,536,071) 384,323 1,281,776
ordinary activities before taxation
---------- ---------- ----------
Historical cost (loss)/profit on (5,779,578) (129,868) 767,585
ordinary activities after taxation
and dividends
---------- ---------- ----------
Unaudited Balance Sheet
as at 31 March 2006
31 March 31 March 30 September
2006 2005 2005
(unaudited) (unaudited (restated)
and restated)
� � �
Non current assets
Investments at fair 39,574,724 30,949,359 38,740,570
value
---------- ---------- ----------
39,574,724 30,949,359 38,740,570
Current assets
Debtors and prepayments 1,235,863 420,799 1,386,381
Current asset 5,601,089 9,716,441 6,345,873
investments
Cash at bank 48,838 1,329,476 2,926,233
---------- ---------- ----------
6,885,790 11,466,716 10,658,487
Creditors: amounts (95,030) (314,252) (194,338)
falling due
within one year
---------- ---------- ----------
Net current assets 6,790,760 11,152,464 10,464,149
---------- ---------- ----------
Net assets 46,365,484 42,101,823 49,204,719
---------- ---------- ----------
Capital and reserves
Called up share capital 396,099 407,347 401,574
Share premium account 60,973 - -
Capital redemption 22,441 10,668 16,441
reserve
Special reserve 26,756,241 38,388,923 32,229,428
Revaluation reserve 16,140,070 5,920,082 12,615,713
Profit and loss account 2,989,660 (2,625,197) 3,941,563
---------- ---------- ----------
Equity shareholders' 46,365,484 42,101,823 49,204,719
funds
---------- ---------- ----------
Net asset value per 117.06p 103.36p 122.53p
share
Unauditied Summarised Cash flow Statement
For the six months ended 31 March 2006
Six months Six months Year to
to to 30
31 March 31 March September
2006 2005 2005
(unaudited) (unaudited)
� � �
Operating activities
Net revenue on activities before taxation 260,335 160,177 432,578
Interest receivable converted into an - (36,506) (36,506)
investment
Capitalised fees (359,854) (262,337) (581,150)
Transaction costs (17,524) - -
(Increase)/decrease in debtors (115,721) 81,008 54,464
(Decrease)/increase in creditors (99,308) 51,772 35,522
---------- ---------- ----------
Net cash outflow from operating (332,072) (5,886) (95,092)
activities
Equity dividends paid (1,243,507) (514,191) (514,191)
Taxation paid - - (25,279)
Acquisitions of investments (1,492,138) (1,778,732) (3,660,979)
Disposals of investments 29,552 1,094,310 2,885,804
Management of liquid resources 744,784 (1,789,500) 581,068
Financing (584,014) (309,744) (878,317)
---------- ---------- ----------
Decrease in cash for the period (2,877,395) (3,303,743) (1,706,986)
---------- ---------- ----------
Reconciliation of net cash flow to
movement in net debt
Decrease in cash for the period (2,877,395) (3,303,743) (1,706,986)
Net funds at the start of the period 2,926,233 4,633,219 4,633,219
---------- ---------- ----------
Net funds at the end of the period 48,838 1,329,476 2,926,233
---------- ---------- ----------
Unaudited reconciliation of Movements in Shareholders' Funds
for the six months ended 31 March 2006
Six months Year to
Six months to 30 September
to 31 March 2005
31 March 2006 (restated)
2006 (restated)
� � �
Opening shareholders' funds 49,386,890 33,031,728 33,031,728
Restated for the application of new (182,171) 413,502 413,502
accounting policies
---------- ---------- ----------
As at 1 October 2005 (restated) 49,204,719 33,445,230 33,445,230
Net share capital (bought back)/ (584,014) (388,952) (878,317)
subscribed for in the year
(Loss)/profit for the period (1,011,714) 9,559,736 17,151,997
Dividends paid in period (1,243,507) (514,191) (514,191)
---------- ---------- ----------
Closing Shareholders' Funds 46,365,484 42,101,823 49,204,719
---------- ---------- ----------
NOTES
1. The accounts have been prepared under the historical cost convention,
modified to include the revaluation of investments, and in accordance with
the Companies Act 1985 and applicable accounting standards in the United
Kingdom.
2. Changes in Accounting Policies
With effect from 1 October 2005, the Company has adopted the following
Financial Reporting Standards (FRS):
FRS 21 (Events after the Balance Sheet Date) - Dividends paid by the Company
are accounted for in the period in which the Company is liable to pay them.
Previously, the Company accrued dividends in the period in which the net
revenue, to which those dividends related, was accounted for.
FRS 25 (Financial Instruments: Disclosure and Presentation) and FRS 26
(Financial Instruments: Measurement) - The Company has designated its
investment assets as being measured at "fair value through profit and loss".
The fair value of quoted investments is deemed to be the bid value of these
investments at the close of business on 31 March 2006.
3. In accordance with the policy statement published under "Management and
Administration" in the Company's prospectus dated 13 October 2000, the
Directors have charged 75% of the investment management expenses to the
capital reserve.
4. All revenue and capital items in the above Profit and Loss account derive
from continuing operations
5. Earnings for the six months to 31 March 2006 should not be taken as a guide
to the results for the full year.
6. Earnings and return per share
Six months Six months Year to
ended ended 30 September
31 March 2006 31 March 2005 2005
Total earning after taxation: �(1,011,714) �9,559,736 �17,151,997
Basic earnings per share (2.50)p 23.25p 42.05p
----------------------------------------------------- ---------- ---------- ----------
Net revenue from ordinary activities before taxation �260,335 �160,177 �432,578
Revenue return per share 0.64p 0.38p 1.06p
----------------------------------------------------- ---------- ---------- ----------
Net realised capital losses �(1,498) �355,867 �1,080,192
Net unrealised capital losses �(893,173) �9,306,029 �16,221,200
Capital income - - -
Capital expenses �(377,378) �(262,337) (581,150)
----------------------------------------------------- ---------- ---------- ----------
Total capital return �(1,272,049) �9,399,559 �16,720,242
Capital return per share (3.14)p 22.87p 40.99p
----------------------------------------------------- ---------- ---------- ----------
Weighted average number of shares in issue in
the period 40,522,780 41,109,734 40,786,094
7. The financial information for the six months ended 31 March 2006 and the
six months ended 31 March 2005 has not been audited. The information for
the year ended 30 September 2005 does not comprise full financial
statements within the meaning of Section 240 of the Companies Act 1985. The
financial statements for the year ended 30 September 2005 have been filed
with the Registrar of Companies. The auditors have reported on these
financial statements and that report was unqualified and did not contain a
statement under Section 237(2) of the Companies Act 1985.
8. Copies of the Interim Report to Shareholders for the six months ended 31
March 2006 will be sent to all Shareholders shortly. Further copies will be
available free of charge from the Company's registered office, One Jermyn
Street, London SW1Y 4UH.
END
END
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