TIDMVEN2
RNS Number : 6203R
Ventus 2 VCT PLC
29 October 2013
Ventus 2 VCT plc
Half-yearly Financial Report
for the six month period ended 31 August 2013
Registered No: 05667210
Chairman's Statement
I am pleased to present the financial report of Ventus 2 VCT plc
(the "Company") for the six month period ended 31 August 2013. The
period has been characterised by stability in terms of net asset
value and dividends. The Investment Manager, Temporis Capital LLP,
has continued its successful management of the portfolio with a
focus on delivering predictable dividends to shareholders.
The ordinary share fund has a portfolio that includes three
companies which own operational wind farms, one company operating a
small hydro scheme and one company operating landfill gas
generators. The ordinary share fund has invested in four companies
that are constructing wind farms which are expected to have been
built and to be generating cash yields for the company next
year.
The "C" share fund's portfolio now includes three companies
which own operating wind farms, four companies each with a wind
farm in construction and two other companies in the development
stage of wind farm projects.
The Directors have previously stated their intention to pay a
minimum dividend of 3.5p per ordinary share per annum for the years
ending 28 February 2013, 28 February 2014 and 28 February 2015,
with a realistic target range in the medium term beyond 28 February
2015 of 4p to 6p per ordinary share per annum. With respect to the
"C" shares, the Directors expect to be able to pay a minimum
dividend of 5p per "C" share per annum for the year ending 28
February 2014, with a realistic target range in the medium term
beyond 28 February 2014 of 6p to 8p per "C" share per annum. It
should be stressed that these are intentions only, and no forecasts
are intended or should be inferred.
Net Asset Value, Results and Dividend - Ordinary Shares
At 31 August 2013, the net asset value ("NAV") of the ordinary
share fund of the Company attributable to equity shareholders stood
at GBP17,460,000 or 71.5p per ordinary share
The revenue profit attributable to ordinary shareholders for the
six month period ended 31 August 2013 was GBP342,000 or 1.40p per
ordinary share. The capital gain attributable to ordinary
shareholders for the period was GBP28,000 or 0.12p per ordinary
share, resulting in a net gain to ordinary shareholders for the
period of GBP370,000 or 1.52p per ordinary share (six month period
ended 31 August 2012: net gain of GBP3,467,000 or 14.18p per
ordinary share; year ended 28 February 2013: net gain of
GBP4,112,000 or 16.83p per ordinary share).
The value of investments held by the Company's ordinary share
fund at 31 August 2013 was GBP15,825,000 compared to GBP15,831,000
at 28 February 2013. The Investment Manager's Report gives details
of investments made during the period together with information
about the valuation of all investee company holdings within the
portfolio.
The Company has declared an interim dividend of 1.75p per
ordinary share which will be paid on 15 January 2014 to all
ordinary shareholders on the register as at the close of business
on 13 December 2013.
Net Asset Value, Results and Dividend - "C" Shares
At the period end, the net asset value per "C" share of the
Company stood at GBP12,123,000 or 107.0p per "C" share. The revenue
profit attributable to "C" shareholders for the period was
GBP130,000 or 1.15p per "C" share. The capital gain attributable to
"C" shareholders for the period was GBP103,000 or 0.91p per "C"
share, resulting in a net profit attributable to "C" shareholders
for the six month period ended 31 August 2013 of GBP233,000 or
2.06p per "C" share (six month period ended 31 August 2012: net
profit of GBP1,533,000 or 13.54p per "C" share; year ended 28
February 2013: net profit of GBP1,928,000 or 17.02p per "C"
share).
The value of investments held at 31 August 2013 by the "C" share
fund was GBP11,038,000 compared to GBP10,743,000 at 28 February
2013.
The Company has declared an interim dividend of 2.5p per "C"
share which will be paid on 15 January 2014 to all "C" shareholders
on the register as at the close of business on
13 December 2013.
VCT Qualifying Status
The Company retains PricewaterhouseCoopers LLP to review its
compliance with VCT regulations. The Directors are satisfied that
the Company has continued to fulfil the conditions for maintaining
VCT status.
Key Performance Indicators
For the six
month
period ended
31 August 2013 Ordinary Shares "C" Shares Total
Pence Pence
per share per share
GBP000 (1) GBP000 (1) GBP000
Revenue profit
attributable
to
equity
shareholders 342 1.40 130 1.15 472
Capital profit
attributable
to
equity
shareholders 28 0.12 103 0.91 131
----------------------- ----------------------------- ---------------------- ---------------------------- ---------------------------
Net gain
attributable
to equity
shareholders 370 1.52 233 2.06 603
Dividends paid
during the
year (427) (1.75) (203) (1.80) (630)
----------------------- ----------------------------- ---------------------- ---------------------------- ---------------------------
Total movement
in equity
shareholders'
funds (57) (0.23) 30 0.26 (27)
======================= ============================= ====================== ============================ ===========================
% % %
On-going
charges
ratio (2) 3.89% 3.39% 3.69%
======================= ============================= ====================== ============================ ===========================
Ordinary Shares "C" Shares Total
Pence Pence
GBP000 per share GBP000 per share GBP000
As at 28
February
2013
Net asset
value
(3) 17,460 71.5 12,123 107.0 29,583
======================= ============================= ====================== ============================ ===========================
Total
shareholder
return (4) 20,428 88.2 12,688 112.0 33,116
======================= ============================= ====================== ============================ ===========================
(1) The "per share" value is determined in respect of the
weighted average number of shares in issue during the period,
except in respect of the dividends paid in the period, which is
determined on the basis of the number of shares eligible to receive
dividends at the time the dividends were paid.
(2) The on-going charges ratio represents the Company's total
operating expenditure during the period (excluding investment
costs) as a percentage of the net asset value of the Company at the
period end.
Total annual running costs are in aggregate capped at 3.6% of
NAV (excluding the Investment Manager's performance fee, any
irrecoverable VAT and investment costs) with the excess being borne
by the Investment Manager. As at 31 August 2013 the annual running
costs were 3.59% of NAV.
(3) The "per share" value is determined in respect of the number
of shares in issue at the period end, except in respect of the
dividends paid, which is determined on the basis of the number of
shares eligible to receive dividends at the time the dividends were
paid.
(4) The total shareholder return represents the net asset value
at period end plus the cumulative dividends paid since
incorporation.
The Company's Investment Manager, Temporis Capital LLP,
continues to be actively engaged in managing the portfolio of
existing investments and in identifying and negotiating potential
investment opportunities to invest the share capital that has been
raised. The investments made constitute the important events of the
period.
The performance of the Company is reviewed in the Investment
Manager's Report, including the Company's compliance with HM
Revenue & Customs ("HMRC") Venture Capital Trust ("VCT")
regulations. The Company's prospects are considered in the UK
Market Outlook section of the Investment Manager's Report.
Alan Moore
Chairman
28 October 2013
Principal Risks and Uncertainties
Under the Financial Conduct Authority's Disclosure and
Transparency Rules, the Directors are required to identify those
material risks to which the Company is exposed and take appropriate
steps to mitigate those risks. Other than the inherent risks
associated with investment activities, which are discussed in the
Investment Manager's Report, the risks described below are those
which the Directors consider to be material. The Directors do not
expect that the risks and uncertainties presented will change
significantly over the current financial year.
-- Failure to meet the investment requirements for compliance with HMRC VCT regulations
The Board mitigates this risk by regularly reviewing investment
management activity with appropriately qualified advisers and by
obtaining pre-approval from HMRC for each qualifying
investment.
-- Inadequate control environment at service providers
The Board mitigates this risk by only appointing service
providers of a high standing under agreements that set out their
responsibilities and by obtaining assurances from them that all
exceptions have been reported to the Board. In addition, the Board
has appointed an independent internal auditor, Roffe Swayne, to
report directly to the Board in respect of the Company's internal
controls undertaken by the Investment Manager.
-- Non-compliance with the Listing Rules of the Financial
Conduct Authority, Companies Act legislation and other applicable
regulations
The Board mitigates this risk by employing external advisers
fully conversant with applicable statutory and regulatory
requirements who report regularly to the Board on the Company's
compliance.
-- Reliance on the UK Government's continued support for the renewable energy sector
The future level of Government-mandated support for renewables
has important implications for the industry and could impact the
value of investments the Company has made in companies developing
renewable projects. However, the Directors believe that any future
reductions in renewable energy tariffs should not impact any
existing investments in companies operating renewable energy
assets, as the UK Government has a consistent history of
grandfathering financial support mechanisms for existing
projects.
Going Concern
The Directors have concluded that it is appropriate to continue
to adopt the going concern basis in preparing the accounts. The
Company's major cash flows are within the Company's control (namely
investments and dividends) or are reasonably predictable (namely
the operating expenses). The Company is able to forecast cash
inflows comprising proceeds from investments to a reasonable
degree. Having reviewed a cash flow forecast for the next 18
months, the Board has a reasonable expectation that the Company is
able to continue in operational existence for a period of at least
12 months from the date of this report.
Responsibility Statement
The Directors acknowledge responsibility for the interim results
and approve this half-yearly report. The Directors confirm that to
the best of their knowledge:
(a) the condensed financial statements have been prepared in
accordance with International Accounting Standard 34 ("IAS 34")
Interim Financial Reporting and give a true and fair view of the
assets, liabilities, financial position and the profit or loss of
the Company as required by Disclosure and Transparency Rule ("DTR")
4.2.4R;
(b) the interim management report, included within the
Chairman's Statement and Investment Manager's Report, includes a
fair review of the information required by DTR 4.2.7R, being the
important events of the first half of the year and the principal
risks and uncertainties for the remaining six months of the year;
and
(c) the financial statements include a fair review of related
party transactions and changes thereto, as required by DTR
4.2.8R.
The Responsibility Statement has been approved by the Board.
Paul Thomas
Director
28 October 2013
Investment Manager's Report
In line with the strategic objectives set by the Board, the
Investment Manager has continued to focus the Company's activities
on wind and hydro investments generating stable long-term income
with the objective of providing predictable dividends to
shareholders.
Ordinary share portfolio
A summary of the ordinary share fund's investment valuations as
at 31 August 2013 and gains and losses during the six month period
ended 31 August 2013 is given below.
Ordinary Voting Investment Investment Gain/ Investment Investment
Shares rights value cost (loss) value cost
in
the
six
month
Shares Loans Total Shares Loans Total period Total Total
as as as as as as as as as
at at at at at at at ended at at
31 31 31 31 31 31 31 31 28 28
August August August August August August August August February February
2013 2013 2013 2013 2013 2013 2013 2013 2013 2013
% GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Operational
wind
Achairn
Energy
Limited * Q 40.40% 2,435 1,356 3,791 1,226 1,289 2,515 39 3,752 2,515
A7 Lochhead
Limited * Q 20.00% 794 126 920 569 121 690 65 855 690
Greenfield
Wind
Farm
Limited * PQ 16.65% 1,482 1,414 2,896 666 1,332 1,998 77 2,819 1,998
Wind under
construction
Biggleswade
Wind
Farm
Limited * Q 3.50% 86 264 350 86 264 350 - 350 350
Eye
Wind
Power
Limited * Q 50.00% 1,597 203 1,800 1,479 203 1,682 - 2,152 2,034
Bernard
Matthews
Green
Energy
Weston
Limited * Q 50.00% 538 - 538 500 - 500 - 538 500
Bernard
Matthews
Green
Energy
Pickenham
Limited * Q 50.00% 536 - 536 500 - 500 - 536 500
Operational companies
in the wind sector
Broadview
Energy
Limited * Q 2.22% 410 - 410 200 - 200 - 410 200
Firefly
Energy
Limited * Q 50.00% - 102 102 200 136 336 - 102 336
Operational
landfill gas
Renewable
Power
Systems
(Dargan
Road)
Limited Q 50.00% 595 1,270 1,865 780 1,120 1,900 (126) 1,991 1,900
Operational
small hydro
Osspower
Limited 50.00% 2,163 51 2,214 300 55 355 149 2,065 355
Development
and pre-planning
Redeven
Energy
Limited * 50.00% 66 337 403 - 505 505 - 261 363
Realised investments
Redimo
LFG
Limited * Q 50.00% - - - 1,000 - 1,000 - - 1,000
PBM
Power
Limited 25.00% - - - 574 - 574 - - 574
Sandsfield
Heat
& Power
Limited Q 44.90% - - - 1,796 1,000 2,796 - - 2,796
The
Small
Hydro
Company
Limited 22.50% - - - 115 534 649 - - 649
Spurlens
Rig
Wind
Limited * 0.00% - - - - - - - - 209
Olgrinmore
Limited * 0.00% - - - - - - - - 68
Total 10,702 5,123 15,825 9,991 6,559 16,550 204 15,831 17,037
------- ------- -------- ------- ------- -------- ------- ----------- -----------
Q Investment complies with VCT regulations on qualifying holdings.
PQ Part of the investment complies with VCT regulations on qualifying holdings.
* A company in which Ventus VCT plc has also invested (or in
which Ventus VCT plc had invested prior to the investment being
realised). The Company and Ventus VCT plc are managed by Temporis
Capital LLP.
Summary of Ordinary Share Fund Investments
Details of the valuations of the investments held by the
ordinary share fund are shown in the table above.
OPERATIONAL WIND
Each of the following investee companies owns and operates a
single wind farm:
Wind farm
capacity
(megawatts) Operational since Location
Achairn Energy Limited 6.0 May 2009 Caithness, Scotland
A7 Lochhead Limited 6.0 June 2009 Lanarkshire, Scotland
Greenfield Wind Farm Limited 12.3 March 2011 Lanarkshire,
Scotland
The Company's investments in the above companies are valued
using discounted cash flow models. The values in each of the above
three companies increased during the six month period ended 31
August 2013, primarily due to theunderlying project debt decreasing
in each company.
Set out below is a brief summary of the performance of the
investee companies operating wind farms. All the companies
operating wind farms experienced good availability during the six
month period ended 31 August 2013.
Achairn Energy Limited
The electricity production of Achairn Energy Limited during the
six month period ended 31 August 2013 was 91% of budget. The
Company received dividends and mezzanine interest cash payments
totalling GBP97,000 from Achairn Energy Limited in the six month
period ended 31 August 2013, representing a 3.9% cash yield on the
cost of investment. In addition to dividend and mezzanine interest
income, the Company recognised a valuation gain of GBP39,000 on its
investment in Achairn Energy Limited in the six month period ended
31 August 2013.
A7 Lochhead Limited
The electricity production of A7 Lochhead Limited during the six
month period ended 31 August 2013 was 100% of budget. The Company
received dividends and mezzanine interest cash payments totalling
GBP49,000 from A7 Lochhead Limited in the six month period ended 31
August 2013, representing a 7.1% cash yield on the cost of
investment. In addition to dividend and mezzanine interest income,
the Company recognised a valuation gain of GBP65,000 on its
investment in A7 Lochhead Limited in the six month period ended 31
August 2013.
Greenfield Wind Farm Limited
The electricity production of Greenfield Wind Farm Limited
during the six month period ended 31 August 2013 was 98% of budget.
The Company's ordinary share fund received dividends and mezzanine
interest cash payments totalling GBP132,000 from Greenfield Wind
Farm Limited in the six month period ended 31 August 2013,
representing a 6.6% cash yield during the six-month period on the
cost of the investment. In addition to dividend and mezzanine
interest income, the Company's ordinary share fund recognised a
valuation gain of GBP77,000 on its investment in Greenfield Wind
Farm Limited during the six month period.
The Company's "C" share fund also holds an investment in
Greenfield Wind Farm Limited as discussed below.
WIND UNDER CONSTRUCTION
Biggleswade Wind Farm Limited
Biggleswade Wind Farm Limited is constructing a 20 megawatt wind
farm in Langford, central Bedfordshire. The wind farm will operate
ten Vestas V-90 turbines. The construction of the Biggleswade wind
farm is currently on time and on budget and is scheduled to be
commissioned in December 2013.
The Company's "C" share fund also holds as investment in
Biggleswade Wind Farm Limited as discussed below.
Eye Wind Power Limited
Eye Wind Power Limited is constructing a 6.8 megawatt wind farm
on Eye Airfield near Eye, Suffolk. The wind farm will operate two
REpower 3.4M turbines. During the six month period ended 31 August
2013, the capital of Eye Wind Power Limited has been restructured,
with the Company's ordinary share fund converting GBP847,000 of its
mezzanine loans to ordinary shares and with Eye Wind Power Limited
buying back GBP352,000 of ordinary shares held by the Company. The
equity ownership in Eye Wind Power Limited of the Company's
ordinary share fund remains at 50%. The construction of the Eye
Airfield wind farm is currently on time and on budget and is
scheduled to be commissioned in January 2014.
The Company's "C" share fund also holds an investment in Eye
Wind Power Limited as discussed below.
Bernard Matthews Green Energy Weston Limited
Bernard Matthews Green Energy Weston Limited, in partnership
with Weston Airfield Investments Limited (in which the Company's
"C" share fund holds an investment, as discussed below), is
constructing a 4 megawatt wind farm at the Weston Airfield, 15
kilometres northwest of Norwich, Norfolk. The wind farm will
operate two Vestas V-100 turbines. Construction commenced in August
2013, and the wind farm is scheduled to be operational in February
2014.
Bernard Matthews Green Energy Pickenham Limited
Bernard Matthews Green Energy Pickenham Limited, in partnership
with North Pickenham Energy Limited (in which the Company's "C"
share fund holds an investment, as discussed below), is
constructing a 4 megawatt wind farm at the North Pickenham
Airfield, 35 kilometres west of Norwich, Norfolk. The wind farm
will operate two Vestas V-100 turbines. Construction commenced in
August 2013, and the wind farm is scheduled to be operational in
February 2014.
OPERATIONAL COMPANIES IN THE WIND SECTOR
Broadview Energy Limited
Broadview Energy Limited is an independent renewable energy
company that develops, constructs and operates wind farms
throughout the UK. In addition to substantial cash reserves,
Broadview has a development portfolio comprised of one project of
three turbines (6 megawatts) in construction, four projects in the
planning process (totalling 16 turbines and 32 to 48 megawatts),
one project in pre-planning and several other projects at earlier
stages of the development process.
The Company's holding of ordinary shares in Broadview Energy
Limited has been valued based on the price of recent investment
reviewed for impairment and is supported by the cash in the company
and the Investment Manager's estimate of the market value of the
company's consented wind energy projects and the development
pipeline. The valuation as at 31 August 2013 is unchanged from the
valuation at 28 February 2013.
Firefly Energy Limited
Firefly Energy Limited is the parent company of a group of
trading subsidiaries that have entered into long term power
purchase agreements with customers for 41.7 megawatts of generating
capacity across five wind farm developments. The five wind farm
projects are fully operational and generating revenues. Each of the
five power purchase agreements expires on 31 March 2016. Firefly
Energy Limited earns a margin on the five long-term power purchase
agreements. The Company received a loan interest cash payment of
GBP6,000 from Firefly Energy Limited in the six month period ended
31 August 2013, representing a 1.8% cash yield during the six-month
period on the cost of the investment.
The Company has a loan investment in Firefly Energy Limited
which had a principal amount outstanding at 31 August 2013 of
GBP136,000 and which accrues interest at 9% per annum. The loan is
valued in the Company's accounts based on the discounted projected
future cash flows from the five power purchase agreement on which
the company earns a spread, net of projected administration costs.
As at 31 August 2013, the value of the loan was GBP102,000, which
is unchanged from the value as at 28 February 2013. The loan, as
valued, is projected to be paid off, with interest, by the end of
2016. The Company also holds 50% of the ordinary shares of Firefly
Energy Limited (cost of GBP200,000) which was written down to nil
value in a previous period.
OPERATIONAL LANDFILL GAS
Renewable Power Systems (Dargan Road) Limited
Renewable Power Systems (Dargan Road) Limited operates a
landfill gas electricity generation site in Northern Ireland. The
site performed in line with expectations during the six month
period ended 31 August 2013 and disposed of the second of its five
generators as the volume of gas at the site reduced. The disposal
of the generator resulted in a significant cash inflow for the
investee company. The Company received dividends and loan interest
payments totalling GBP197,000 from Renewable Power Systems (Dargan
Road) Limited in the six month period ended 31 August 2013,
representing a 10.4% cash yield on the cost of the investment.
The investment in Renewable Power Systems (Dargan Road) Limited
is valued by applying a discount rate to the revenues the Company
expects to receive from the investee company. The revenue streams
are finite and so, all other things being equal, this will mean
that the holding value will fall over time as the projected
revenues are realised and paid over to the Company. As such, the
value of the Company's investment in Renewable Power Systems
(Dargan Road) Limited decreased in the six month period ended 31
August 2013 and a realised loss on the investment of GBP126,000 was
recognised during the period.
OPERATIONAL SMALL HYDRO
Osspower Limited
The Company holds 50% of the ordinary shares of Osspower
Limited, which owns and operates a 1.99 megawatt hydro project at
Allt Fionn Ghlinne in Scotland. The electricity production of the
Allt Fionn Ghlinne hydro project during the six month period ended
31 August 2013 was 94% of budget. The Company did not receive
dividends from Osspower Limited in the six month period ended 31
August 2013. The value of the Company's investment in Osspower
Limited increased by GBP149,000 during the six month period ended
31 August 2013, primarily as a result of a reduction in the
discount factor applied in the valuation analysis to reflect the
risk profile of a hydro project with a successful operating
history.
Osspower Limited has consent for a further three small hydro
projects on the same estate as the Allt Fionn Ghlinne project. The
Investment Manager is working with the management of Osspower
Limited to develop the appropriate strategy for financing the
construction of those three projects.
DEVELOPMENT AND PRE-PLANNING
Redeven Energy Limited
Through a development funding agreement entered into by Redeven
Energy Limited, the Company, jointly with Ventus VCT plc, holds
investment rights in a company intending to develop and operate the
Holton Airfield wind farm in East Anglia. The Holton Airfield wind
farm is a consented 10 megawatt wind farm and has secured a grid
connection. Discussions with potential lenders have commenced, and
the project will be ready for the commencement of construction
early in 2014.
During the six month period ended 31 August 2013, the Company
invested a further GBP142,000 in Redeven Energy Limited in the form
of mezzanine debt, taking the Company's cost of the investment to
GBP505,000.
INVESTMENTS HELD AS REALISED LOSSES
Redimo LFG Limited
Redimo LFG Limited operates four landfill gas electricity
generation sites in the north of England. Redimo LFG Limited is not
paying dividends to the Company and has been held in the accounts
at a nil valuation since late 2010. Given the senior debt
commitments of the Redimo LFG Limited's subsidiaries, there is no
possibility that the Company will recover any part of its
investment in Redimo LFG Limited. Therefore, the loss in value in
respect of this investment is treated as a realised loss.
PBM Power Limited and Sandsfield Heat & Power Limited
PBM Power Limited and Sandsfield Heat & Power Limited are
companies that constructed biomass power plants fired with waste
wood. The plants run by the companies experienced severe operating
difficulties. The two investments were written down to nil value in
previous accounting periods. Sandsfield Heat & Power Limited is
currently in administration and is expected to go into liquidation
in due course. PBM Power Limited was placed into liquidation on
15October 2013. As there is no possibility that the Company will
recover any part of its investment in PBM Power Limited or
Sandsfield Heat & Power Limited, the losses in respect of these
investment are treated as realised losses. PBM Power Limited is not
considered to be a qualifying holding.
The Small Hydro Company Limited
The Small Hydro Company Limited, a developer of hydroelectric
projects, obtained planning consent for five low-head run-of-river
small hydroelectric projects in England which were subsequently
determined to be uneconomic to build out. The investment was
written down to nil value in a previous accounting period. The
Small Hydro Company Limited is in process of members' voluntary
liquidation, which is expected to be concluded before the end of
2013. As there is no possibility that the Company will recover any
part of its investment in The Small Hydro Company Limited, the loss
in respect of this investment is treated as a realised loss.
"C" share portfolio
A summary of the "C" share fund's investment valuations as at 31
August 2013 and gains during the six month period ended 31 August
2013 is given below.
Voting Investment Investment Investment Investment
"C"Shares rights value cost value cost
Shares Loans Total Shares Loans Total Total Total
Gain
in
the
six
month
as as as as as as as period as as
at at at at at at at ended at at
31 31 31 31 31 31 31 31 28 28
August August August August August August August August February February
2013 2013 2013 2013 2013 2013 2013 2013 2013 2013
% GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Operational
wind
Greenfield
Wind Farm
Limited * PQ 12.50% 1,113 1,061 2,174 500 1,000 1,500 58 2,116 1,500
White
Mill
Windfarm
Limited * PQ 25.00% 2,334 403 2,737 1,000 381 1,381 125 2,612 1,381
AD Wind
Farmers
Limited * Q 50.00% 1,232 - 1,232 1,000 - 1,000 5 1,227 1,000
Wind under construction
Biggleswade
Wind Farm
Limited * Q 21.50% 527 1,623 2,150 527 1,623 2,150 - 2,150 2,150
Eye Wind
Power
Limited * Q 0.00% - 500 500 - 500 500 - 400 400
Weston
Airfield
Investments
Limited * Q 50.00% 1,000 - 1,000 1,000 - 1,000 - 1,000 1,000
North
Pickenham
Energy
Limited * Q 50.00% 1,000 - 1,000 1,000 - 1,000 - 1,000 1,000
Development and
pre-planning
Iceni
Renewables
Limited * 50.00% 200 18 218 400 18 418 - 218 418
Blawearie
Wind
Limited * 50.00% 27 - 27 27 - 27 - 20 20
Total 7,433 3,605 11,038 5,454 3,522 8,976 188 10,743 8,869
------- ------- -------- ------- ------- -------- ------- ----------- -----------
Q Investment complies with VCT regulations on qualifying holdings.
PQ Part of the investment complies with VCT regulations on qualifying holdings.
* A company in which Ventus VCT plc has also invested. The
Company and Ventus VCT plc are both managed by Temporis Capital
LLP.
Summary of "C" Share Fund Investments
Details of the valuations of the investments held by the "C"
share fund are shown in the table above. A discussion of each
investment follows.
OPERATIONAL WIND
Each of the following investee companies owns and operates a
single wind farm (or, in the case of AD Wind Farmers Limited, owns
an interest in a limited liability partnership that owns and
operates a single wind farm):
Wind farm
capacity
(megawatts) Operational since Location
Greenfield Wind Farm Limited 12.3 March 2011 Lanarkshire,
Scotland
White Mill Windfarm Limited 14.35 August 2012 Cambridgeshire
AD Wind Farmers Limited 10.2 December 2012 Argyll and Bute,
Scotland
The Company's investments in the above companies are valued
using discounted cash flow models. The values in each of the above
three companies increased during the six month period ended 31
August 2013, primarily due to theunderlying project debt decreasing
in each company.
Set out below is a brief summary of the performance of the
investee companies operating wind farms. All the companies
operating wind farms experienced good availability during the six
month period ended 31 August 2013.
Greenfield Wind Farm Limited
The electricity production of Greenfield Wind Farm Limited
during the six month period ended 31 August 2013 was 98% of budget.
The Company's "C" share fund received dividends and mezzanine
interest cash payments totalling GBP100,000 from Greenfield Wind
Farm Limited in the six month period ended 31 August 2013,
representing a 6.6% cash yield during the six-month period on the
cost of the investment. In addition to dividend and mezzanine
interest, the Company's "C" share fund recognised a valuation gain
of GBP58,000 on its investment in Greenfield Wind Farm Limited
during the six month period.
The Company's ordinary share fund also holds as investment in
Greenfield Wind Farm Limited as discussed above.
White Mill Windfarm Limited
The electricity production of White Mill Windfarm Limited during
the six month period ended 31 August 2013 was 95% of budget. The
Company received no cash income from White Mill Windfarm Limited in
the six month period ended 31 August 2013. The Company recognised a
valuation gain of GBP125,000 on its investment in White Mill Wind
Farm Limited during the six month period.
AD Wind Farmers Limited
AD Wind Farmers Limited is an investor in Allt Dearg Wind
Farmers LLP. The electricity production of Allt Dearg Wind Farmers
LLP during the six month period ended 31 August 2013 was 107% of
budget. The Company received no cash income from AD Wind Farmers
Limited in the six month period ended 31 August 2013. The Company
recognised a valuation gain of GBP5,000 on its investment in AD
Wind Farmers Limited during the six month period.
WIND UNDER CONSTRUCTION
Biggleswade Wind Farm Limited
Biggleswade Wind Farm Limited is constructing a 20 megawatt wind
farm in Langford, central Bedfordshire. The wind farm will operate
ten Vestas V-90 turbines. The construction of the Biggleswade wind
farm is currently on time and on budget and is scheduled to be
commissioned in December 2013.
The Company's ordinary share fund also holds as investment in
Biggleswade Wind Farm Limited as discussed above.
Eye Wind Power Limited
Eye Wind Power Limited is constructing a 6.8 megawatt wind farm
on Eye Airfield near Eye, Suffolk. The wind farm will operate two
REpower 3.4M turbines. During the six month period ended 31 August
2013, the Company's "C" share fund invested a further GBP100,000 in
Eye Wind Power Limited, taking the cost of the investment for the
Company's "C" share fund to GBP500,000. The construction of the Eye
Airfield wind farm is currently on time and on budget and is
scheduled to be commissioned in January 2014.
The Company's ordinary share fund also holds as investment in
Eye Wind Power Limited as discussed above.
Weston Airfield Investments Limited
Weston Airfield Investments Limited, in partnership with Bernard
Matthews Green Energy Weston Limited (in which the Company's
ordinary share fund holds an investment, as discussed above), is
constructing a 4 megawatt wind farm at the Weston Airfield, 15
kilometres northwest of Norwich, Norfolk. The wind farm will
operate two Vestas V-100 turbines. Construction commenced in August
2013, and the wind farm is scheduled to be operational in February
2014.
North Pickenham Energy Limited
North Pickenham Energy Limited, in partnership with Bernard
Matthews Green Energy Pickenham Limited (in which the Company's
ordinary share fund holds an investment, as discussed above), is
constructing a 4 megawatt wind farm at the North Pickenham
Airfield, 35 kilometres west of Norwich, Norfolk. The wind farm
will operate two Vestas V-100 turbines. Construction commenced in
August 2013, and the wind farm is scheduled to be operational in
February 2014.
DEVELOPMENT AND PRE-PLANNING
Iceni Renewables Limited
Iceni Renewables Limited is a company developing two wind energy
development projects in Scotland. The first project, Craigannet, is
a six-turbine project which was submitted for planning in January
2012, appealed for non-determination in August 2012 and then
refused by the Scottish Government in November 2012. The second
site, Merkins, was submitted for planning in January 2012 and
turned down by planning committee on 23 October 2013. As a result
of the determination in respect of Merkins, there may be a change
in the valuation of the investment from that at which it was held
at 31 August 2013. However, as the decision notice has yet to be
published, the impact on the value of the investment cannot yet be
determined. In any case, any change in the value of the investment
resulting from this planning decision will not be material in the
context of the "C" share fund's NAV. The Company is in
consultations with the development partner on the two projects
regarding the potential for re-submission of the planning
applications or appeal of the planning decisions.
Blawearie Wind Limited
Blawearie Wind Limited is developing a wind farm in the Scottish
Borders. The project is in the pre-planning phase. During the six
month period ended 31 August 2013, the Company invested a further
GBP7,000 in Blawearie Wind Limited, taking the cost of the
investment for the Company's "C" share fund to GBP27,000.
Valuation of Investments
It is the accounting policy of the Company to hold its
investments at fair value. In this report, the Company's
investments in investee companies which operate renewable energy
assets are valued using a discounted cash flow methodology.
The key assumptions that have a significant impact on discounted
cash flow valuations for these assets are the discount rate, the
price at which the power and associated benefits can be sold, the
amount of electricity the investee companies' generating assets are
expected to produce and operating costs.
The fair value of the Company's investments in project companies
which have not passed an initial satisfactory operational period,
or are engaged in seeking planning permission, are determined to be
the price of investment subject to a periodic impairment
review.
Investment Policy
The Company is focused on investing in companies developing
renewable energy projects with installed capacities of up to 20
megawatts, although investments in companies developing larger
projects may also be considered. Given the target investment size,
investments will generally be in companies developing projects
initiated by specialist small-scale developers and smaller projects
which are not attractive to large development companies and
utilities.
Asset Allocation
The Manager seeks to allocate the Company's investments in
equity securities and loan stock of companies owning renewable
energy projects, primarily wind energy and hydroelectric. Up to 10%
of net proceeds raised from share offers may be allocated to
companies developing early stage renewable energy projects prior to
planning permissions being obtained.
The Company together with Ventus VCT plc has an allocation
agreement in place with the Manager. The allocation agreement
prescribes the allocation of investments between the two companies
and their share funds in accordance with the ratio of available
funds in each share fund, subject to adjustment in consideration of
maintaining the VCT status of both companies, concentration risk,
expected timing of realisations and projected dividend
profiles.
The Company's policy is to maintain cash reserves of at least 5%
of net proceeds raised from share offers for the purpose of meeting
operating expenses and purchasing its shares in the market.
Circumstances may arise which would require the Company to hold
less than 5% of net proceeds in cash for a limited period of
time.
In order to comply with VCT requirements, at least 70% by value
of the Company's investments are required to be comprised of
qualifying investments.
The Company typically owns 25% to 50% of the equity share
capital of each investee company and a portion of its investment in
each investee company may be in the form of loan stock.
The Company's uninvested funds are placed on deposit or invested
in short-term fixed income securities until suitable investment
opportunities are found.
Risk Diversification
The geographical focus of the Company's portfolio is the UK and
the majority of investments made to date are in the wind sector.
Funds are invested with a range of small-scale independent
developers so project risk is not concentrated on only a few
developers. The portfolio contains projects at different stages of
the asset lifecycle, ranging from pre-planning to construction and
then into operation. Investments are made via subscriptions for new
share capital, acquiring existing share capital or via loan stock
instruments in order to secure a negotiated level of return from
the project. The majority of investments are made in special
purpose companies set up specifically to develop each project.
Gearing
The Company does not intend to borrow funds for investment
purposes. However the Company is exposed to gearing through its
investee companies which typically fund the construction costs of
each project through senior debt which is non-recourse to the
Company. The Manager is involved in assisting investee companies in
negotiating the terms of this finance to ensure competitive terms
are achieved. The interest rate is typically fixed for the duration
of the loan so that investee companies are not exposed to changes
in market interest rates.
To the extent that borrowing should be required by the Company
for any purpose, the Directors will restrict the borrowings of the
Company. The aggregate principal amount at any time outstanding in
respect of money borrowed by the Company will not, without the
previous sanction of an ordinary resolution of the Company, exceed
a sum equal to 10% of the adjusted share capital and reserves of
the Company in accordance with its Articles.
Maximum Exposures
In order to gauge the maximum exposure of the Company to various
risks, the following can be used as a guide:
i) Investments in qualifying holdings
Under VCT regulations, at least 70% of the Company's funds
should be invested in qualifying holdings. When there is an issue
of new shares, the 70% requirement does not apply to the new funds
raised for any accounting periods which end earlier than three
years from the date of allotment of the new shares.
For the purposes of the 70% qualifying holdings requirement,
disposals of qualifying investments for cash may be disregarded for
a period of six months. Where a VCT breaches any requirement due to
factors outside of its control, it may apply to HMRC for a
determination that the breach will be disregarded for a period of
90 days while the breach is remedied.
ii) Concentration limits
Under VCT regulations, no more than 15% of the Company's total
assets should be in a single investee company at the time the
investment is made in that investee company.
iii) Investments in pre-planning projects
In accordance with the Company's investment policy, a maximum of
10% of the net funds raised from share offers may be invested in
companies developing pre-planning projects.
Market Outlook
The Department of Energy and Climate Change ("DECC") estimates
that, over the next 30 years, improved energy efficiency will
reduce demand per head of population by between 30% and 50%, but
that these savings will be outweighed by rising demand from
electrification of heating, transport and parts of industry and by
the impact of economic and population growth. DECC estimates that,
by 2050, electricity demand in the UK will increase by between 30%
and 60% from current levels and that electricity generation
capacity may need to be doubled to deal with peak demand levels.
This projected increase in generation capacity is set in the
context of the Government's objective to almost completely
decarbonise electricity supply by 2050, which will require
significant changes in the mix of generation sources and in the
electricity grid. In the near to medium term, DECC estimates that,
due to plant closures and the need to replace and upgrade the UK's
electricity infrastructure, the UK electricity sector will need
around GBP110 billion of capital investment in the period to
2020.
In order to attract the investment needed to replace ageing
energy infrastructure and meet the projected future increases in
electricity demand with low-carbon generation, the Government has
initiated a comprehensive reform of the UK electricity market This
initiative, called Electricity Market Reform ("EMR"), is the
centre-piece of the governing coalition's energy policy. The Energy
Bill, which implements EMR, was introduced into Parliament on 29
November 2012 and is currently being reviewed in the House of
Lords. EMR represents a fundamental transformation of the UK
electricity market and is being followed closely by all
participants in the UK electricity market. In the past six months,
the Government has provided considerable detail on how EMR will be
implemented. A key element of EMR will be the Levy Control
Framework, which will serve as a cap on the amount of subsidy that
will be available to newly-commissioned renewable energy generation
plant.
Under EMR, the Renewables Obligation ("RO") is planned to be
phased out and replaced by Contracts for Difference ("CfD") for all
renewable energy generation capacity brought on line after 31 March
2017. Up until 31 March 2017, renewable energy generators will have
a choice between the RO regime and the CfD regime, but no new
generation will be accredited for Renewable Obligation Certificates
("ROCs") after 31 March 2017. A renewable energy project is
entitled to earn ROCs for 20 years, so the RO regime will not end
completely until 31 March 2037. The majority of the Company's
investments are in companies that earn a significant portion of
their revenues from ROCs, so the Board and Investment Manager are
following developments in this area closely. The Company's current
investments and any investments in companies that own and operate
wind farms commissioned by 31 March 2017 will continue to be
qualifying investments under the current VCT rules. However, it is
not clear at present how the transition from ROCs to CfDs might
impact the VCT qualifying status of investments made by the Company
subsequent to 31 March 2017 in companies that own and operate wind
farms.
With the backdrop of EMR, the UK renewable energy industry is
operating in a state of political uncertainty. There have been
well-publicised disagreements within the governing coalition on how
renewable energy policy should be implemented. A significant group
of Conservative MPs, including certain ministers, have publicly
expressed their opposition to onshore wind. The Labour Party has
recently set out a policy to freeze electricity prices for 20
months if it regains power after the 2015 elections, which creates
further uncertainty for investors in the electricity sector. On the
positive side, the Government has consistently re-affirmed the
concept that existing projects will always be "grandfathered" with
respect to future changes in tariffs.
A referendum will be held in September 2014 on the independence
of Scotland, where a significant portion of the Company's
investments are based. The Scottish Government strongly supports
renewable energy and the current UK renewable energy policies,
however the independence of Scotland could lead to new renewable
energy policies or legislation and to a division of the UK
electricity market.
The level of banding for new onshore wind projects (including
the wind farms under construction by investee companies of the
Company) is currently 0.9 ROCs per megawatt hour. In June 2013, the
Government published its response to a consultation on renewable
energy generation costs and stated that it did not intend to review
the ROC banding for onshore wind, thereby affirming the level of
0.9 ROCs for new onshore wind projects. This was a positive
development for the UK onshore wind industry. Although the level of
ROCs for onshore wind is important for the industry, the level of
ROCs for new wind farms does not impact on any existing wind farms
operated by the Company's investee companies. The Investment
Manager's analyses of any future investments by the Company always
take into account the level of ROCs expected to be available for
projects operated by investee companies at the time of
commissioning. Because the Company's target returns remain
unchanged, any future changes in ROC banding for onshore wind will
be reflected in the price the Company will pay for investments.
Wholesale electricity prices have been reasonably stable during
the past six months. The Company has relatively little exposure to
short-term wholesale electricity prices, as its investee companies
generally sell their electricity output pursuant to power purchase
agreements with wholesale electricity prices that are fixed over
the medium term.
Wind turbine prices (primarily denominated in Euros) have been
relatively stable during the past six months. The UK market for
turbines is reasonably stable at the present time, with no
significant shortages or oversupply situations.
The banking market for renewable energy projects remains
challenging. There is limited availability of senior bank debt for
renewable energy projects of up to 20 megawatts, which is the
typical size range for investee companies of the Company. Lending
margins and arrangement fees remain high by historical standards,
and banks are unwilling to lend over the same term as they did in
the past. Although the reduced availability and increased cost of
senior bank debt have made it more difficult to finance renewable
energy projects, this has created an opportunity for the Company to
invest greater amounts of equity in companies with lower leverage.
Investments in portfolio companies with lower leverage should
reduce the volatility in dividends from those companies compared to
the dividends from portfolio companies with higher leverage. The
Investment Manager has also worked successfully with investee
companies to access non-bank sources of senior debt to finance
investee company projects.
It should be noted that existing investments of the Company are
not impacted by the current lending environment for renewable
energy projects.
Temporis Capital LLP
Investment Manager
28 October 2013
Directors and Advisers
Directors
Alan Moore (Chairman)
Paul Thomas
Colin Wood
Company Secretary
The City Partnership (UK) Limited
Thistle House
21 Thistle Street
Edinburgh
EH2 1DF
Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Principal Banker
HSBC Bank plc
60 Queen Victoria Street
London
EC4N 4TR
Investment Manager & Registered Office
Temporis Capital LLP
Berger House
36/38 Berkeley Square
London W1J 5AE
Registrar
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Broker
Panmure Gordon (UK) Limited
One New Change
London
EC4M 9AF
VCT Taxation Adviser
PricewaterhouseCoopers LLP
1 Embankment Place
London
WC2N 6RH
Solicitors
Berwin Leighton Paisner LLP
Adelaide House, London Bridge
London
EC4R 9HA
Howard Kennedy LLP
19 Cavendish Square
London
W1A 2AW
Independent Review Report to Ventus 2 VCT plc
Introduction
We have been engaged by the Company to review the condensed set
of financial statements in the half-yearly financial report for the
six month period ended 31 August 2013 which comprises the Condensed
Statement of Comprehensive Income, the Condensed Statement of
Financial Position, the Condensed Statement of Changes in Equity,
the Condensed Statement of Cash Flows and the related explanatory
notes.
We have read the other information contained in the half-yearly
financial report and considered whether it contains any apparent
misstatements or material inconsistencies with the information in
the condensed set of financial statements.
Directors' responsibilities
The half-yearly financial report is the responsibility of and
has been approved by the directors. The directors are responsible
for preparing the half-yearly financial report in accordance with
the Disclosure and Transparency Rules of the United Kingdom's
Financial Conduct Authority.
As disclosed in note 1, the annual financial statements of the
company are prepared in accordance with International Financial
Reporting Standards (IFRSs) as adopted by the European Union. The
condensed set of financial statements included in this half-yearly
financial report has been prepared in accordance with International
Accounting Standard 34, "Interim Financial Reporting", as adopted
by the European Union.
Our responsibility
Our responsibility is to express to the Company a conclusion on
the condensed set of financial statements in the half-yearly
financial report based on our review.
Our report has been prepared in accordance with the terms of our
engagement to assist the Company in meeting its responsibilities in
respect of half-yearly financial reporting in accordance with the
Disclosure and Transparency Rules of the United Kingdom's Financial
Conduct Authority and for no other purpose. No person is entitled
to rely on this report unless such a person is a person entitled to
rely upon this report by virtue of and for the purpose of our terms
of engagement or has been expressly authorised to do so by our
prior written consent. Save as above, we do not accept
responsibility for this report to any other person or for any other
purpose and we hereby expressly disclaim any and all such
liability.
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410, "Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity", issued by the Auditing Practices Board for use in
the United Kingdom. A review of interim financial information
consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other
review procedures. A review is substantially less in scope than an
audit conducted in accordance with International Standards on
Auditing (UK and Ireland) and consequently does not enable us to
obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do
not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half-yearly financial report for the six month period ended
31 August 2013 is not prepared, in all material respects, in
accordance with International Accounting Standard 34, as adopted by
the European Union, and the Disclosure and Transparency Rules of
the United Kingdom's Financial Conduct Authority.
BDO LLP
Chartered Accountants and Registered Auditors
London
United Kingdom
28 October 2013
BDO LLP is a limited liability partnership registered in England
and Wales (with registered number OC305127).
Condensed Statement of Comprehensive Income
For the six month period ended 31 August 2013 (unaudited)
Ordinary
Shares "C" Shares Total
Revenue Capital Total Revenue Capital Total Revenue Capital Total
Note GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Realised loss
on investments 6 - (126) (126) - - - - (126) (126)
Net unrealised
gain on investments 6 - 330 330 - 188 188 - 518 518
Income 543 - 543 253 - 253 796 - 796
Investment
management
fees 3 (56) (167) (223) (38) (113) (151) (94) (280) (374)
Other expenses (117) (48) (165) (55) - (55) (172) (48) (220)
-------- -------- ------- -------- -------- ------- -------- -------- -------
Profit before
taxation 370 (11) 359 160 75 235 530 64 594
Taxation 4 (28) 39 11 (30) 28 (2) (58) 67 9
Profit and
total comprehensive
income attributable
to equity shareholders 342 28 370 130 103 233 472 131 603
-------- -------- ------- -------- -------- ------- -------- -------- -------
Return per
share
Basic and diluted
return per
share (p) 5 1.40 0.12 1.52 1.15 0.91 2.06
The Company has only one class of business and derives its
income from investments made in the UK.
The total column of this statement represents the Company's
Condensed Statement of Comprehensive Income, prepared in accordance
with the recognition and measurement principles of International
Financial Reporting Standards as adopted by the European Union. The
revenue and capital columns shown above constitute supplementary
information prepared under the Statement of Recommended Practice
"Financial Statements of Investment Trust Companies and Venture
Capital Trusts" 2009 ("SORP") published by the Association of
Investment Companies.
The accompanying notes set out below form an integral part of
these financial statements.
Condensed Statement of Comprehensive Income
For the six month period ended 31 August 2012 (unaudited)
Ordinary
Shares "C" Shares Total
Revenue Capital Total Revenue Capital Total Revenue Capital Total
Note GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Realised
loss on
investment 6 - (36) (36) - - - - (36) (36)
Net unrealised
loss investments 6 - 2,872 2,872 - 1,463 1,463 - 4,335 4,335
Income 921 - 921 275 - 275 1,196 - 1,196
Investment
management
fees 3 - - - (33) (99) (132) (33) (99) (132)
Other expenses (146) (34) (180) (53) - (53) (199) (34) (233)
-------- -------- ------- -------- -------- ------- -------- -------- -------
Profit before
taxation 775 2,802 3,577 189 1,364 1,553 964 4,166 5,130
Taxation 4 (110) - (110) (46) 26 (20) (156) 26 (130)
Profit and
total comprehensive
income attributable
to equity
shareholders 665 2,802 3,467 143 1,390 1,533 808 4,192 5,000
-------- -------- ------- -------- -------- ------- -------- -------- -------
Return per
share
Basic and
diluted
return per
share (p) 5 2.72 11.46 14.18 1.26 12.28 13.54
The Company has only one class of business and derives its
income from investments made in the UK.
The total column of this statement represents the Company's
Condensed Statement of Comprehensive Income, prepared in accordance
with the recognition and measurement principles of International
Financial Reporting Standards as adopted by the European Union. The
revenue and capital columns shown above constitute supplementary
information prepared under the Statement of Recommended Practice
"Financial Statements of Investment Trust Companies and Venture
Capital Trusts" 2009 ("SORP") published by the Association of
Investment Companies.
The accompanying notes set out below form an integral part of
these financial statements.
Condensed Statement of Comprehensive Income
For the year ended 28 February 2013 (audited)
Ordinary
Shares "C" Shares Total
Revenue Capital Total Revenue Capital Total Revenue Capital Total
Note GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Realised
loss on investments 6 - (18) (18) - - - - (18) (18)
Net unrealised
gain on investments 6 - 3,275 3,275 - 1,874 1,874 - 5,149 5,149
Income 1,363 - 1,363 439 - 439 1,802 - 1,802
Investment
management
fees 3 (14) (42) (56) (68) (202) (270) (82) (244) (326)
Other expenses (242) (68) (310) (98) - (98) (340) (68) (408)
-------- -------- ------- -------- -------- ------- -------- -------- -------
Profit before
taxation 1,107 3,147 4,254 273 1,672 1,945 1,380 4,819 6,199
Taxation 4 (152) 10 (142) (65) 48 (17) (217) 58 (159)
Profit and
total comprehensive
income attributable
to equity
shareholders 955 3,157 4,112 208 1,720 1,928 1,163 4,877 6,040
-------- -------- ------- -------- -------- ------- -------- -------- -------
Return per
share
Basic and
diluted return
per share
(p) 5 3.91 12.92 16.83 1.83 15.19 17.02
The Company has only one class of business and derives its
income from investments made in the UK.
The total column of this statement represents the Company's
Condensed Statement of Comprehensive Income, prepared in accordance
with the recognition and measurement principles of International
Financial Reporting Standards as adopted by the European Union. The
revenue and capital columns shown above constitute supplementary
information prepared under the Statement of Recommended Practice
"Financial Statements of Investment Trust Companies and Venture
Capital Trusts" 2009 ("SORP") published by the Association of
Investment Companies.
The accompanying notes set out below form an integral part of
these financial statements.
Condensed Statement of Financial Position
as at 31 August 2013 (unaudited)
As at 28
As at 31 August As at 31 February
2013 August 2012 2013
(unaudited) (unaudited) (audited)
Ordinary "C" Ordinary "C" Ordinary "C"
Shares Shares Total Shares Shares Total Shares Shares Total
Note GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Non-current
assets
Investments 6 15,825 11,038 26,863 13,750 8,483 22,233 15,831 10,743 26,574
Investments
in
subsidiaries - - - 455 - 455 - - -
Trade
and
other
receivables 7 743 149 892 14 90 104 708 113 821
16,568 11,187 27,755 14,219 8,573 22,792 16,539 10,856 27,395
--------- -------- --------- --------- -------- --------- --------- -------- ---------
Current
assets
Trade
and
other
receivables 227 163 390 248 267 515 192 30 222
Cash
and
cash
equivalents 748 806 1,554 3,261 3,021 6,282 1,637 1,248 2,885
975 969 1,944 3,509 3,288 6,797 1,829 1,278 3,107
--------- -------- --------- --------- -------- --------- --------- -------- ---------
Total
assets 17,543 12,156 29,699 17,728 11,861 29,589 18,368 12,134 30,502
--------- -------- --------- --------- -------- --------- --------- -------- ---------
Current
liabilities
Trade
and
other
payables (83) (33) (116) (292) (27) (319) (851) (41) (892)
Net
current
assets 892 936 1.828 3,217 3,261 6,478 978 1,237 2,215
--------- -------- --------- --------- -------- --------- --------- -------- ---------
Financial
liabilities - - - (144) - (144) - - -
Net
assets 17,460 12,123 29,583 17,292 11,834 29,126 17,517 12,093 29,610
--------- -------- --------- --------- -------- --------- --------- -------- ---------
Equity attributable
to equity holders
Share
capital 6,105 2,832 8,937 6,105 2,832 8,937 6,105 2,832 8,937
Capital
redemption
reserve 2,097 - 2,097 2,097 - 2,097 2,097 - 2,097
Share
premium - - - 2,791 - 2,791 - - -
Special
reserve 13,592 7,774 21,366 10,794 7,874 18,668 13,592 7,874 21,466
Capital
reserve
- realised (10,669) (676) (11,345) (10,209) (510) (10,719) (10,367) (591) (10,958)
Capital
reserve
- unrealised 5,880 2,062 7,942 5,037 1,463 6,500 5,550 1,874 7,424
Revenue
reserve 455 131 586 677 175 852 540 104 644
Total
equity 17,460 12,123 29,583 17,292 11,834 29,126 17,517 12,093 29,610
--------- -------- --------- --------- -------- --------- --------- -------- ---------
Basic
and
diluted
net
asset
value
per
share
(p) 8 71.5 107.0 70.8 104.5 71.7 106.7
Approved by the Board and authorised for issue on 28 October
2013.
Paul Thomas
Director
Ventus 2 VCT plc. Registered No: 05667210
The accompanying notes set out below form an integral part of
these financial statements.
Condensed Statement of Changes in Equity
for the six month period ended 31 August 2013 (unaudited)
Capital Capital Capital
Share redemption Special reserve reserve Revenue
capital reserve reserve realised unrealised reserve Total
Ordinary
Shares GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At 1 March
2013 6,105 2,097 13,592 (10,367) 5,550 540 17,517
Profit and
total
comprehensive
income for
the period - - - (302) 330 342 370
Dividends
paid in the
period - - - - - (427) (427)
------------------- ----------------------- ----------------------- ------------------- ------------------- --------------- ---------------
At 31 August
2013 6,105 2,097 13,592 (10,669) 5,880 455 17,460
------------------- ----------------------- ----------------------- ------------------- ------------------- --------------- ---------------
Capital Capital Capital
Share redemption Special reserve reserve Revenue
capital reserve reserve realised unrealised reserve Total
"C" Shares GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At 1 March
2013 2,832 - 7,874 (591) 1,874 104 12,093
Profit and
total
comprehensive
income for
the period - - - (85) 188 130 233
Dividends
paid in the
period - - (100) - - (103) (203)
------------------- ----------------------- ----------------------- ------------------- ------------------- --------------- ---------------
At 31 August
2013 2,832 - 7,774 (676) 2,062 131 12,123
------------------- ----------------------- ----------------------- ------------------- ------------------- --------------- ---------------
Capital Capital Capital
Share redemption Special reserve reserve Revenue
capital reserve reserve realised unrealised reserve Total
Total GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At 1 March
2013 8,937 2,097 21,466 (10,958) 7,424 644 29,610
Profit and
total
comprehensive
income for
the period - - - (387) 518 472 603
Dividends
paid in the
period - - (100) - - (530) (630)
------------------- ----------------------- ----------------------- ------------------- ------------------- --------------- ---------------
At 31 August
2013 8,937 2,097 21,366 (11,345) 7,942 586 29,583
------------------- ----------------------- ----------------------- ------------------- ------------------- --------------- ---------------
The ordinary share fund's revenue reserve includes GBP28,000 of
income which is considered to be unrealised.
The revenue reserve and realised capital reserve are
distributable reserves. The special reserves may be used to fund
buy-backs and pay dividends as and if it is considered by the Board
to be in the interests of the shareholders.
The accompanying notes set out below form an integral part of
these financial statements.
Condensed Statement of Changes in Equity
for the six month period ended 31 August 2012 (unaudited)
Capital Capital Capital
Share redemption Share Special reserve reserve Revenue
capital reserve premium reserve realised unrealised reserve Total
Ordinary
Shares GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At 1 March
2012 6,134 - - 15,693 (9,373) 1,399 574 14,427
Shares issued
in the period 2,068 - 2,857 - - - - 4,925
Issue costs - - (66) - - - - (66)
Shares
repurchased
in the period (2,097) 2,097 - (4,899) - - - (4,899)
Transfers
of unrealised
losses on
investments
to realised
losses on
investments - - - - (766) 766 - -
Profit and
total
comprehensive
income for
the period - - - - (70) 2,872 665 3,467
Dividends
paid in the
period - - - - - - (562) (562)
----------------------------- ----------------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- -----------------------------
At 31 August
2012 6,105 2,097 2,791 10,794 (10,209) 5,037 677 17,292
----------------------------- ----------------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- -----------------------------
Capital Capital Capital
Share redemption Share Special reserve reserve Revenue
capital reserve premium reserve realised unrealised reserve Total
"C" Shares GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At 1 March
2012 2,832 - - 7,874 (437) - 145 10,414
Profit and
total
comprehensive
income for
the period - - - - (73) 1,463 143 1,533
Dividends
paid in the
period - - - - - - (113) (113)
----------------------------- ----------------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- -----------------------------
At 31 August
2012 2,832 - - 7,874 (510) 1,463 175 11,834
----------------------------- ----------------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- -----------------------------
Capital Capital Capital
Share redemption Share Special reserve reserve Revenue
capital reserve premium reserve realised unrealised reserve Total
Total GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At 1 March
2012 8,966 - - 23,567 (9,810) 1,399 719 24,841
Shares issued
in the period 2,068 - 2,857 - - - - 4,925
Issue costs - - (66) - - - - (66)
Shares
repurchased
in the year (2,097) 2,097 - (4,899) - - - (4,899)
Transfers
of unrealised
losses on
investments
to realised
losses on
investments - - - - (766) 766 - -
Profit and
total
comprehensive
income for
the period - - - - (143) 4,335 808 5,000
Dividends
paid in the
period - - - - - - (675) (675)
----------------------------- ----------------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- -----------------------------
At 31 August
2012 8,937 2,097 2,791 18,668 (10,719) 6,500 852 29,126
----------------------------- ----------------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- -----------------------------
The accompanying notes set out below form an integral part of
these financial statements.
Condensed Statement of Changes in Equity
for the year ended 28 February 2013(audited)
Capital Capital Capital
Share redemption Share Special reserve reserve Revenue
capital reserve premium reserve realised unrealised reserve Total
Ordinary
Shares GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At 1 March
2012 6,134 - - 15,693 (9,373) 1,399 574 14,427
Share issued
in the year 2,068 - 2,857 - - - - 4,925
Issue costs - - (59) - - - - (59)
Shares
repurchased
in the year (2,097) 2,097 - (4,899) - - - (4,899)
Cancellation
of share
premium
account - - (2,798) 2,798 - - - -
Transfers
of unrealised
losses on
investments
to realised
losses on
investments - - - - (876) 876 - -
Profit and
total
comprehensive
income for
the year - - - - (118) 3,275 955 4,112
Dividends
paid in
the year - - - - - - (989) (989)
----------------------------- ----------------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- -----------------------------
At 28 February
2013 6,105 2,097 - 13,592 (10,367) 5,550 540 17,517
----------------------------- ----------------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- -----------------------------
Capital Capital Capital
Share redemption Share Special reserve reserve Revenue
capital reserve premium reserve realised unrealised reserve Total
"C" Shares GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At 1 March
2012 2,832 - - 7,874 (437) - 145 10,414
Cancellation
of share
premium
account - - - - - - - -
Profit and
total
comprehensive
income for
the year - - - - (154) 1,874 208 1,928
Dividends
paid in
the year - - - - - - (249) (249)
----------------------------- ----------------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- -----------------------------
At 28 February
2013 2,832 - - 7,874 (591) 1,874 104 12,093
----------------------------- ----------------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- -----------------------------
Capital Capital Capital
Share redemption Share Special reserve reserve Revenue
capital reserve premium reserve realised unrealised reserve Total
Total GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At 1 March
2012 8,966 - - 23,567 (9,810) 1,399 719 24,841
Share issued
in the year 2,068 - 2,857 - - - - 4,925
Issue costs - - (59) - - - - (59)
Shares
repurchased
in the year (2,097) 2,097 - (4,899) - - - (4,899)
Cancellation
of share
premium
account - - (2,798) 2,798 - - - -
Transfers
of unrealised
losses on
investments
to realised
losses on
investments - - - - (876) 876 - -
Profit and
total
comprehensive
income for
the year - - - - (272) 5,149 1,163 6,040
Dividends
paid in
the year - - - - - - (1,238) (1,238)
----------------------------- ----------------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- -----------------------------
At 28 February
2013 8,937 2,097 - 21,466 (10,958) 7,424 644 29,610
----------------------------- ----------------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- ----------------------------- -----------------------------
The accompanying notes set out below form an integral part of
these financial statements.
Condensed Statement of Cash Flows
for the six month period ended 31 August 2013 (unaudited)
Six month period Six month
ended period ended Year ended
31 August 31 August 28 February
2013 2012 2013
(unaudited) (unaudited) (audited)
Ordinary "C" Ordinary "C" Ordinary "C"
Shares Shares Total Shares Shares Total Shares Shares Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Cash flows from
operating activities
Investment
income
received 482 99 581 1,897 479 2,376 2,392 822 3,214
Deposit
interest
received - 1 1 4 6 10 8 10 18
Investment
management
fees paid (222) (151) (373) - (132) (132) (56) (270) (326)
Other
cash payments (165) (75) (240) (190) (66) (256) (330) (89) (419)
------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ ----------------------------- ------------------------------ ---------------------------------
Net cash
(used
in)/ from
operations 95 (126) (31) 1,711 287 1,998 2,014 473 2,487
Taxes
paid (40) (6) (46) - - - (191) 25 (166)
Net cash
(outflow)/
inflow
from operating
activities 55 (132) (77) 1,711 287 1,998 1,823 498 2,321
------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ ----------------------------- ------------------------------ ---------------------------------
Cash flows
from investing
activities
Purchases
of investments (869) (107) (976) (241) (38) (279) (2,681) (2,588) (5,269)
Proceeds
from investments 352 - 352 1,920 1,200 3,120 3,197 1,902 5,099
Net cash
(outflow)/inflow
from investing
activities (517) (107) (624) 1,679 1,162 2,841 516 (686) (170)
------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ ----------------------------- ------------------------------ ---------------------------------
Cash flows
from financing
activities
Ordinary
shares
issued - - - 26 - 26 26 - 26
Ordinary
share
issue
costs - - - (18) - (18) (20) - (20)
Dividends
paid (427) (203) (630) (562) (113) (675) (989) (249) (1,238)
Loan Financing - - - (183) - (183) (327) - (327)
Net cash
outflow
from financing
activities (427) (203) (630) (737) (113) (850) (1,310) (249) (1,559)
------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ ----------------------------- ------------------------------ ---------------------------------
Net
(decrease)/increase
in cash
and cash
equivalents (889) (442) (1,331) 2,653 1,336 3,989 1,029 (437) 592
Cash and
cash equivalents
at the
beginning
of the
period 1,637 1,248 2,885 608 1,685 2,293 608 1,685 2,293
Cash and
cash equivalents
at the
end of
the period 748 806 1,554 3,261 3,021 6,282 1,637 1,248 2,885
------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ ------------------------------ ----------------------------- ------------------------------ ---------------------------------
The accompanying notes set out below form an integral part of
these financial statements.
Explanatory Notes to the Condensed Financial Statements
for the six month period ended 31 August 2013 (unaudited)
1. Accounting convention and policies
The unaudited half-yearly results which cover the six month
period ended31 August 2013 have been prepared on the basis of
accounting policies set out in the statutory accounts of the
Company for the year ended 28 February 2013. The half-yearly
financial statements of the Company have been prepared in
accordance with International Financial Reporting Standards
("IFRS") to the extent that they have been adopted by the European
Union and with those parts of the Companies Act 2006 applicable to
companies under IFRS. The half-yearly financial statements have
been prepared under IAS 34 Interim Financial Reporting.
The accounting policies are consistent with those of the
previous financial year. The directors do not expect the accounting
policies to change over the current financial year.
2. Publication of non-statutory accounts
These are not statutory accounts in accordance with S436 of the
Companies Act 2006 and the nancial information for the six month
period ended 31 August 2013 and 31 August 2012 have not been
audited but have been reviewed by the auditor.
Statutory accounts in respect of the year ended 28 February 2013
have been audited and reported on by the Company's auditor and
delivered to the Registrar of Companies and included the report of
the auditor which was unquali ed and did not contain a statement
under S498(2) or S498(3) of the Companies Act 2006.
No statutory accounts in respect of any period after 28 February
2013 have been reported on by the Company's auditor or delivered to
the Registrar of Companies.
3. Investment management fees
The Company pays the Investment Manager an annual management fee
equal to 2.5% of the Company's net assets. The fee is not subject
to VAT and is payable quarterly in advance. The annual management
fee is allocated 75% to capital and 25% to revenue. Total annual
running costs are in aggregate capped at 3.6% of NAV (excluding the
Investment Manager's performance fee, any irrecoverable VAT and
investment costs), with any excess being borne by the Investment
Manager.
The amount paid to the Investment Manager for the six month
period ended 31 August 2013 in respect of net asset value
attributable to ordinary shareholders was GBP223,000 (six month
period ended 31 August 2012: GBPnil; year ended 28 February 2013:
GBP56,000). The amount paid to the Investment Manager for the six
month period ended 31 August 2013 in respect of the net assets
attributable to the "C" shareholders was GBP151,000 (six month
period ended 31 August 2012: GBP132,000; year ended 28 February
2013: GBP270,000).
4. Taxation
The Company has accrued a half-yearly tax credit for the six
month period ended 31 August 2013 of GBP11,000 in the ordinary
share fund (six month period ended 31 August 2012: tax charge
GBP110,000; year ended 28 February 2013: GBP142,000) and a tax
charge of GBP2,000 in the "C" share fund (six month period ended 31
August 2012: tax charge GBP20,000; year ended 28 February 2013:
GBP17,000). The charges have been accrued assuming an effective tax
rate of 23%, however dividends and capital gains are not subject to
tax, resulting in a lower effective tax rate than the standard
applicable rate in the UK.
5. Basic and diluted return per share
For the six month period Ordinary "C"
ended 31 August 2013 (unaudited) Shares Shares
Revenue return for the
period p per share 1.40 1.15
Based on:
Revenue return for the
period GBP'000 342 130
Weighted average number number
of shares in issue of shares 24,422,655 11,329,107
Capital gain for the period p per share 0.12 0.91
Based on:
Capital gain for the period GBP'000 28 103
Weighted average number number
of shares in issue of shares 24,422,655 11,329,107
Net profit for the period p per share 1.52 2.06
Based on:
Net gain for the period GBP'000 370 233
Weighted average number number
of shares in issue of shares 24,422,655 11,329,107
For the six month period Ordinary "C"
ended 31 August 2012 (unaudited) Shares Shares
Revenue return for the period p per share 2.72 1.26
Based on:
Revenue return for the period GBP'000 665 143
Weighted average number number
of shares in issue of shares 24,440,507 11,329,107
Capital gain for the period p per share 11.46 12.28
Based on:
Capital gain for the period GBP'000 2,802 1,390
Weighted average number number
of shares in issue of shares 24,440,507 11,329,107
Net profit for the period p per share 14.18 13.54
Based on:
Net profit for the period GBP'000 3,467 1,533
Weighted average number number
of shares in issue of shares 24,440,507 11,329,107
For the year ended 29 February Ordinary "C"
2013 (audited) Shares Shares
Revenue return for the year p per share 3.91 1.83
Based on:
Revenue return for the year GBP'000 955 208
Weighted average number number
of shares in issue of shares 24,431,654 11,329,107
Capital gain for the year p per share 12.92 15.19
Based on:
Capital gain for the year GBP'000 3,157 1,720
Weighted average number number
of shares in issue of shares 24,431,654 11,329,107
Net profit for the year p per share 16.83 17.02
Based on:
Net profit for the year GBP'000 4,112 1,928
Weighted average number number
of shares in issue of shares 24,431,654 11,329,107
There were no differences between basic and diluted return per
ordinary share because no dilutive instruments had been issued or
granted.
6. Investments
Ordinary Shares "C" Shares Total
Six month
period ended
31 August Loan Loan Loan
2013 Shares stock Total Shares stock Total Shares stock Total
(unaudited) GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At 1 March
2013
Opening
cost 9,773 7,264 17,037 5,447 3,422 8,869 15,220 10,686 25,906
Opening
realised
losses (4,329) (1,740) (6,069) - - - (4,329) (1,740) (6,069)
Opening
unrealised
gains 4,543 320 4,863 1,788 86 1,874 6,331 406 6,737
Opening
fair value 9,987 5,844 15,831 7,235 3,508 10,743 17,222 9,352 26,574
During the
period
Purchases
at cost - 142 142 7 100 107 7 242 249
Conversion
of loan
to equity 847 (847) - - - - 847 (847) -
Disposal
proceeds (352) - (352) - - - (352) - (352)
Realised
losses (116) (10) (126) - - - (116) (10) (126)
Unrealised
gains/
(losses) 336 (6) 330 191 (3) 188 527 (9) 518
Closing
fair value 10,702 5,123 15,825 7,433 3,605 11,038 18,135 8,728 26,863
---------------- --------------- -------------- ---------------- --------------- -------------- ------------- --------------- --------------
At 31 August
2013
Closing
cost 9,991 6,559 16,550 5,454 3,522 8,976 15,445 10,081 25,526
Closing
realised
losses (4,168) (1,750) (5,918) - - - (4,168) (1,750) (5,918)
Closing
unrealised
gains 4,879 314 5,193 1,979 83 2,062 6,858 397 7,255
Closing
fair value 10,702 5,123 15,825 7,433 3,605 11,038 18,135 8,728 26,863
================ =============== ============== ================ =============== ============== ============= =============== ==============
The opening position of the ordinary share fund at 1 March 2013
included cost and realised losses of GBP277,000 in relation to the
investments in Olgrinmore Limited and Spurlens Rig Wind Limited.
During the six month period ended 31 August 2013, these companies
were struck off the register, therefore the investments have been
derecognised.
Ordinary Shares "C" Shares Total
Six month
period
ended
31 August Loan Loan Loan
2012 Shares stock Total Shares stock Total Shares stock Total
(unaudited) GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At 1 March
2012
Opening
cost 10,242 8,272 18,514 4,900 3,283 8,183 15,142 11,555 26,697
Opening
realised
losses (5,904) (1,410) (7,314) - - - (5,904) (1,410) (7,314)
Opening
unrealised
gains/
(losses) 1,796 (397) 1,399 - - - 1,796 (397) 1,399
Opening
fair value 6,134 6,465 12,599 4,900 3,283 8,183 11,034 9,748 20,782
During
the period
Purchases
at cost 235 - 235 20 17 37 255 17 272
Disposal
proceeds - (1,920) (1,920) - (1,200) (1,200) - (3,120) (3,120)
Realised
losses (21) (15) (36) - - - (21) (15) (36)
Unrealised
gains 2,632 240 2,872 1,220 243 1,463 3,852 483 4,335
Closing
fair value 8,980 4,770 13,750 6,140 2,343 8,483 15,120 7,113 22,233
-------------------------------- ------------------------------- -------------------------- -------------------------------- ------------------------------- ---------------------------- ---------------------------- ----------------------------- --------------------------
At 31
August
2012
Closing
cost 8,225 5,952 14,177 4,920 2,100 7,020 13,145 8,052 21,197
Closing
realised
losses (3,905) (1,559) (5,464) - - - (3,905) (1,559) (5,464)
Closing
unrealised
gains 4,660 377 5,037 1,220 243 1,463 5,880 620 6,500
Closing
fair value 8,980 4,770 13,750 6,140 2,343 8,483 15,120 7,113 22,233
================================ =============================== ========================== ================================ =============================== ============================ ============================ ============================= ==========================
Ordinary Shares "C" Shares Total
Year ended
28 February Loan Loan Loan
2013 Shares stock Total Shares stock Total Shares stock Total
(audited) GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At 1 March
2012
Opening
cost 10,242 8,272 18,514 4,900 3,283 8,183 15,142 11,555 26,697
Opening
realised
losses (5,904) (1,410) (7,314) - - - (5,904) (1,410) (7,314)
Opening
unrealised
gains/
(losses) 1,796 (397) 1,399 - - - 1,796 (397) 1,399
Opening
fair value 6,134 6,465 12,599 4,900 3,283 8,183 11,034 9,748 20,782
During
the year
Purchases
at cost 2,072 1,332 3,404 547 2,041 2,588 2,619 3,373 5,992
Reclassification
of investment
in subsidiary
to investment
due to
loss of
control - 196 196 - - - - 196 196
Disposal
proceeds (1,291) (2,332) (3,623) - (1,902) (1,902) (1,291) (4,234) (5,525)
Realised
losses (14) (6) (20) - - - (14) (6) (20)
Unrealised
gains 3,086 189 3,275 1,788 86 1,874 4,874 275 5,149
Closing
fair value 9,987 5,844 15,831 7,235 3,508 10,743 17,222 9,352 26,574
-------------------------------- ------------------------------ -------------------------- -------------------------------- ------------------------------- ---------------------------- ---------------------------- ------------------------------ --------------------------
At 28
February
2013
Closing
cost 9,773 7,264 17,037 5,447 3,422 8,869 15,220 10,686 25,906
Closing
realised
losses (4,329) (1,740) (6,069) - - - (4,329) (1,740) (6,069)
Closing
unrealised
gains 4,543 320 4,863 1,788 86 1,874 6,331 406 6,737
Closing
fair value 9,987 5,844 15,831 7,235 3,508 10,743 17,222 9,352 26,574
================================ ============================== ========================== ================================ =============================== ============================ ============================ ============================== ==========================
The shares held by the Company represent equity holdings in
unquoted UK companies. The Investment Manager's Report above
provides details in respect of the Company's shareholding in each
investment.
The investments acquired and disposed of during the period are
detailed in the Investment Manager's Report.
7. Trade and other receivables (non-current)
At 31 August 2013, the ordinary share fund held non-current
trade receivables totalling GBP743,000 (31 August 2012: GBP14,000;
28 February 2013: GBP708,000) of which GBP714,000 (31 August 2012:
GBPnil; 28 February 2013: GBP687,000) represents the amortised cost
value of the outstanding balance of the consideration arising from
the Company's sale of Craig Wind Farm Limited plus the accrued
interest on the outstanding balance. The accrued interest in
respect of the deferred consideration amounted to GBP28,000 at 31
August 2013 (31 August 2012: GBPnil; 28 February 2013: GBPnil).
This has been treated as unrealised revenue in the revenue reserve.
The balance of the non-current receivable held by the ordinary
share fund of GBP29,000 comprises accrued interest income (31
August 2012: GBP14,000; 28 February 2013: GBP21,000).
At 31 August 2013, the "C" share fund held non-current trade
receivables totalling GBP149,000 which comprise accrued interest
income (31 August 2012: GBP90,000; 28 February 2013:
GBP113,000).
8. Basic and diluted net asset value per share
The net asset value per ordinary share of 71.5p as at 31 August
2013 (31 August 2012: 70.8p; 28 February 2013: 71.7p) is based on
net assets attributable to the ordinary shareholders of
GBP17,460,000 (31 August 2012: GBP17,292,000; 28 February 2013:
GBP17,517,000) divided by 24,422,655 ordinary shares in issue at
that date (31 August 2012: 24,422,655 ordinary shares; 28 February
2013: 24,422,655 ordinary shares).
The net asset value per "C" share of 107.0p as at 31 August 2013
(31 August 2012: 104.5p; 28 February 2013: 106.7p) is based on net
assets attributable to the "C" shareholders of GBP12,123,000 (31
August 2012: GBP11,834,000; 28 February 2013: GBP12,093,000)
divided by 11,329,107 "C" shares in issue at that date (31 August
2012: 11,329,107 "C" shares; 28 February 2013: 11,329,107 "C"
shares).
9. Dividends
A final dividend for the year ended 28 February 2013 of 1.75p
per ordinary share was paid to ordinary shareholders on 7 August
2013.
An interim dividend of 1.75p per ordinary share has been
declared for the six month period ended 31 August 2013 which will
be paid on 15 January 2014 to all ordinary shareholders on the
register as at close of business on 13 December 2013.
A final dividend for the year ended 28 February 2013 of 1.80p
per "C" share was paid to "C" shareholders on 7 August 2013.
An interim dividend of 2.50p per "C" share has been declared for
the six month period ended 31 August 2013 which will be paid on 15
January 2014 to all "C" shareholders on the register as at close of
business on 13 December 2013.
10. Events subsequent to period end
PBM Power Limited was placed into liquidation on 15 October
2013. The value of this investment was treated as a realised loss
in the year ended 28 February 2011.
11. Contingencies, guarantees and financial commitments
The contingencies, guarantees and financial commitments of the
Company were disclosed in the annual report and financial
statements for the year ended 28 February 2013. All the guarantees
disclosed therein remain in force, along with those described
below.
On 5 August 2013, the Company registered a share charge over its
shares in North Pickenham Energy Limited and Bernard Matthews Green
Energy Pickenham Limited to GCP Onshore Wind 1 Limited as security
for a senior loan facility of GBP3.1 million raised by Bernard
Matthews Wind Farm (North Pickenham) LLP to finance the
construction costs of its wind farm. The liability of the Company
under this charge of shares is limited to the value of the
Company's investment in shares of North Pickenham Energy Limited
and Bernard Matthews Green Energy Pickenham Limited.
On 5 August 2013, the Company registered a share charge over its
shares in Weston Airfield Investments Limited and Bernard Matthews
Green Energy Weston Limited to GCP Onshore Wind 1 Limited as
security for a senior loan facility of GBP4.5 million raised by
Bernard Matthews Wind Farm (Weston) LLP to finance the construction
costs of its wind farm. The liability of the Company under this
charge of shares is limited to the value of the Company's
investment in shares of Weston Airfield Investments Limited and
Bernard Matthews Green Energy Weston Limited.
12. Related party transactions
The investee companies in which the Company has a shareholding
of 20% or more are considered to be related parties. The
significant changes to the balances and transactions with these
companies are presented in the Investment Manager's Report. The
aggregate balances at the period end and transactions with these
companies during the six month period ended31 August 2013 are
summarised below.
As at 31 August 2013 (unaudited)
Ordinary
Shares "C" shares Total
GBP000 GBP000 GBP000
Balances as at
31 August 2013
(unaudited)
Investments -
shares 10,292 7,433 17,725
Investments -
loan stock 5,123 3,605 8,728
Accrued interest
income 219 200 419
Transactions in
the six month
period ended 31
August 2013 (unaudited)
Loan stock interest
income 287 217 504
Dividend income 227 35 262
As at 31 August 2012
(unaudited)
Ordinary
Shares "C" shares Total
GBP000 GBP000 GBP000
Balances as at 31 August 2012 (unaudited)
Investments - shares 7,652 6,140 13,792
Investments - loan
stock 4,880 1,934 6,814
Accrued interest
income 228 140 368
Other receivables - 90 90
Transactions in the six month period ended 31 August 2012 (unaudited)
Loan stock interest
income 268 110 378
Dividend income 335 - 335
Other income - 90 90
As at 28 February 2013 (audited)
Ordinary
Shares "C" shares Total
GBP000 GBP000 GBP000
Balances as at 28 February 2013 (audited)
Investments - shares 9,577 7,235 16,812
Investments - loan stock 5,844 3,508 9,352
Accrued interest income 187 47 234
Transactions in the year ended
28 February 2013 (audited)
Loan stock interest income 530 237 767
Dividend income 491 - 491
13. Report distribution
In accordance with the Company's commitment to environmental
sustainability and to minimise costs wherever appropriate, the
financial statements will continue to be made available through
regulated news service providers and will also be available in the
Financial Reports section of the Company's website
www.ventusvct.com. Any shareholder who wishes to receive
notification of reports by email or post may request this by
contacting the Registrar, Capita Registrars, The Registry, 34
Beckenham Road, Beckenham, Kent, BR3 4TU.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR LIFLAIFLAFIV
Ventus 2 Vct (LSE:VEN2)
Historical Stock Chart
From Jun 2024 to Jul 2024
Ventus 2 Vct (LSE:VEN2)
Historical Stock Chart
From Jul 2023 to Jul 2024
