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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Baronsmead 4 | LSE:BNS | London | Ordinary Share | GB0031095283 | ORD 10P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 91.875 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMBNS
RNS Number : 4112W
Baronsmead VCT 4 PLC
18 August 2015
Baronsmead VCT 4 plc
Half-yearly Financial Report
30 June 2015
The Directors announce the unaudited half-yearly financial report for the six months to 30 June 2015 as follows:-
Copies of the half yearly report can be obtained from the following website: www.baronsmeadvct4.co.uk.
Our Investment Objective
Baronsmead VCT 4 is a tax efficient listed company which aims to achieve long-term investment returns for private investors.
Investment Policy
-- To invest primarily in a diverse portfolio of UK growth businesses, whether unquoted or traded on AIM.
-- Investments are made selectively across a range of sectors in companies that have the potential to grow and enhance their value.
Dividend Policy
The Board of Baronsmead VCT 4 has the objective to sustain a progressive dividend policy for shareholders but this depends primarily on the level of profitable realisations and it cannot be guaranteed. There may be variations in the amount of dividends paid year on year.
Shareholder choice
The Board wishes to provide shareholders with a number of choices that enable them to utilise their investment in Baronsmead VCT 4 in ways that best suit their personal investment and tax planning and in a way that treats all shareholders equally.
-- Fund raising | From time to time the Company seeks to raise additional funds by issuing new shares at a premium to the latest published net asset value to account for issue costs.
-- Dividend Reinvestment Plan | The Company offers a Dividend Reinvestment Plan which enables shareholders to purchase additional shares through the market in lieu of cash dividends.
-- Buy back of shares | From time to time the Company buys its own shares through the market in accordance with its share price discount policy. Subject to certain conditions, the Company seeks to maintain a mid market share price discount of approximately 5 per cent. to net asset value. In the six months to 30 June 2015, 1,200,000 shares were bought back representing 1.6 per cent. of the shares in issue (excluding treasury shares) at 30 June 2015 at prices which represent an average of 5.2 per cent. discount to the latest published net asset values at the time the shares were bought back.
-- Secondary market | The Company's shares are listed on the London Stock Exchange and can be bought using a stockbroker or authorised share dealing service in the same way as shares of any other listed company. Approximately 99,000 existing shares were bought by investors in the six months to 30 June 2015.
Financial Headlines
-- + 4.8% - Net asset value ("NAV") per share increased 4.8 per cent to 100.03p in the six months ended 30 June 2015, before deduction of dividends.
-- 219.7p - NAV total return to shareholders for every 100.0p invested at launch.
-- 3.0p - Interim dividend of 3.0p per share for the six month period to 30 June 2015 to be paid on 18 September 2015.
-- GBP4.7m - Proceeds of GBP2.2m in unquoted and GBP2.5m in quoted divestments in six months to 30 June 2015.
Cash Returned to Shareholders by date of investment
The table below shows the cash returned to shareholders, dependent on their subscription cost, including their income tax reclaimed on subscription.
Return Cash Income Cumulative on cash invested tax reclaim dividends invested Year subscribed (p) (p) (p)* (%) ------------------ --------- ------------ ---------- --------- 2001/2002 100.00 20.00 78.00 98.0 ------------------ --------- ------------ ---------- --------- 2006 (C shares)** 100.00 40.00 57.25 97.3 ------------------ --------- ------------ ---------- --------- 2010 (March) 95.90 28.80 40.00 71.7 ------------------ --------- ------------ ---------- --------- 2012 (December) 107.50 32.30 23.00 51.4 ------------------ --------- ------------ ---------- --------- 2013 (March) 102.70 30.80 19.00 48.5 ------------------ --------- ------------ ---------- --------- 2014 (March) 98.80 29.60 6.00 36.0 ------------------ --------- ------------ ---------- ---------
Note -The total return could be higher for those shareholders who were able to defer a capital gain on subscription and the net sum invested may be less.
* Includes 3p interim dividend payable on 18 September 2015.
** Dividends paid to C shareholders post conversion have been adjusted by the conversion ratio (1.0372828).
Chairman's Statement
I am pleased to report an increase of 4.6p (4.8 per cent) in the underlying NAV per share for the six months to 30 June 2015. This was attributable to increases in valuation of both the unquoted and quoted portfolios. The interim dividend of 3.0p per share will be paid on 18 September 2015 to shareholders on the register as at 4 September 2015.
Results
During the six months to 30 June 2015, the Company's NAV per share increased 4.8 per cent from 95.41p to 100.03p before taking dividends into account.
Pence per ordinary share --------------------------------- --------- NAV as at 1 January 2015 95.41 --------------------------------- --------- Valuation uplift (4.8 per cent) 4.62 --------------------------------- --------- NAV as at 30 June 2015 before dividends 100.03 --------------------------------- --------- Less: Interim dividend payable on 18 September 2015 (3.00) --------------------------------- --------- NAV as at 30 June 2015 after accounting for interim dividend 97.03 --------------------------------- ---------
Portfolio Review
As shown in the table below, as at 30 June 2015 the Company's net assets of GBP73.4m were invested in 68 companies. This table also shows that the main driver of the growth in the value of the NAV over the period was the 12.6 per cent increase in the value of the unquoted with positive contributions from the Company's quoted investments.
Per cent Per cent return of net No. of over the Asset class NAV (GBPm) assets* investees period** ----------------------------- ---------- -------- ---------- --------- Unquoted companies 29.2 40 23 12.6** ----------------------------- ---------- -------- ---------- --------- AIM-traded companies 24.0 33 45 2.8 ----------------------------- ---------- -------- ---------- --------- Other net assets, primarily cash and fixed interest 20.2 27 N/A - ----------------------------- ---------- -------- ---------- --------- Totals 73.4 100 68 ----------------------------- ---------- -------- ---------- ---------
* By value as at 30 June 2015.
**Includes capitalised interest and redemption premium income received.
Investment and Divestment Activity
The Company invested GBP4.7m in four new unquoted and four new quoted companies. Smaller follow-on investments in four quoted companies totalled GBP0.8m. Three of the new unquoted investments were in "acquisition" companies formed to enable investments into established trading entities over the next two years. The other new unquoted investment was in Centre4 Testing which is a specialist provider of software testing services that helps its clients to manage software implementations, upgrades and integration.
A total of GBP4.7m was realised from the five full and several partial sales of investments and loan note redemptions. From the unquoted portfolio, the sale of the Company's investment in Luxury For Less generated a return 2.0 times its original cost within a relatively short investment period of 20 months. From the quoted portfolio, a longer term investment in Accumuli generated a return 4.4 times its original cost over 4.5 years.
Against these successes, losses were realised on other investments; notably, Impetus Holdings and Surgi C. While it is disappointing to have poor realisations, it is in the nature of private equity investment that some investments will fail to achieve their full potential. However, these realisations had no impact on the NAV at 30 June 2015 as the Board had made full provisions against the value of these investments in earlier periods. More positively, the Investment Manager has continued to consolidate the gains achieved in the quoted portfolio with the Accumuli realisation referred to above being the most notable.
The tables below provide further information concerning the Company's investments and divestments during the period.
Long Term Performance
The Company's objective continues to be focused on generating consistent returns over the long-term through investing in a portfolio of small unquoted and AIM traded companies with strong growth prospects.
Baronsmead VCT 4 has been investing funds for shareholders since 2001 and, despite the inherent risk of investing in small companies, the trust has delivered consistently good returns for investors. While VCT tax reliefs do not change the underlying risks associated with investing in smaller companies, the upfront tax relief and the payment of tax free dividends helps to lessen the amount of shareholders original investment cost which remains "at risk".
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As shown in the table below those shareholders who subscribed for shares in either the Company's initial fundraising in 2001/2002 or the C share fundraising of March 2006 have had almost their entire investment returned in dividends and reliefs. For instance, since investing 100p in 2001/2002, founder shareholders have received cash payments totalling 98.0p (being 20p VCT income tax relief and 78.0p in dividends) and they still have an investment in the trust with a NAV of 97.03p per share (after accounting for the interim dividend).
While this analysis does not take account of the on-going value of the tax free nature of VCT dividends, it serves as a useful indicator of investment performance over the long term and the cumulative cash that has been returned to shareholders.
The ten year record of performance is set out on our website www.baronsmeadvct4.co.uk .
VCT Legislation
In the successive March and Summer Budgets 2015, the Chancellor announced legislative changes that are designed to ensure that VCTs continue to be approved by the European Union ("EU") and remain effective in giving small and growing businesses access to finance. In order to meet EU requirements the UK Government has proposed introducing new criteria regarding the age of companies that will be eligible as investments, a lifetime cap on the total amount of state aided investment that an investee company can receive and rules that require that the investment be used for the "organic" growth of the investee company. The legislation is subject to EU State aid approval and is expected to take effect from the date of Royal Assent later this year.
The objective of these changes is to direct VCT investments into younger companies that will use the investment to grow their businesses "organically" rather than by acquiring another business or trade. The Manager believes that if the proposed legislation is enacted by the UK as drafted it will present a number of challenges for the VCT industry. However, the Manager, with its long track record of successful investing and experienced team, should be well placed to adapt to these new rules. As the draft legislation is complex it is not yet entirely clear how the rules will affect the VCT industry but we expect to be able to provide an update in the next quarter.
Outlook
The improvement in the UK economy now appears to be more firmly established. However, the UK economy does not operate in isolation and the external environment remains uncertain with concerns over the on-going issues related to Greece and the Euro, growth and stock market valuations in China and continued political instability in various regions.
The unquoted portfolio contains a higher proportion of newer investments following recent sales. As a result, growth in the value of the unquoted portfolio is likely to be more modest until these investments mature, although some increase in value has begun to take place. The progress made by our newer investments and the Company's portfolio diversity and asset mix should help to continue to deliver consistent returns for shareholders.
Robert Owen
Chairman
18 August 2015
Table of Investments and Realisations
Investments in the period
Book cost Company Location Sector Activity GBP'000 ---------------------- --------------- -------------- ------------------------------------ --------- Unquoted investments New -------------------------------------------------------------------------------------------------------- Company seeking to acquire Business businesses in the Business Ingleby (1973) Ltd London Services Services sector 956 ---------------------- --------------- -------------- ------------------------------------ --------- Company seeking to acquire Business businesses in the Business Ingleby (1974) Ltd London Services Services sector 956 ---------------------- --------------- -------------- ------------------------------------ --------- Company seeking to acquire Consumer businesses in the Consumer Ingleby (1975) Ltd London Markets Markets sector 956 ---------------------- --------------- -------------- ------------------------------------ --------- Provider of software testing Business services, primarily through Centre4 Testing Ltd Sussex Services use of contractors 953 ---------------------- --------------- -------------- ------------------------------------ --------- Total unquoted investments 3,821 --------------------------------------------------------------------------------------------- --------- AIM traded investments New -------------------------------------------------------------------------------------------------------- Provider of domain name & CentralNic Group plc London TMT* registry services 396 ---------------------- --------------- -------------- ------------------------------------ --------- Venn Life Sciences Clinical Research organisation Holdings Healthcare providing consulting and clinical plc London & Education trial services 225 ---------------------- --------------- -------------- ------------------------------------ --------- Business Plant Impact plc Hertfordshire Services Crop enhancing products 189 ---------------------- --------------- -------------- ------------------------------------ --------- Business Tech focused investor & advisory MXC Capital Ltd Guernsey Services business 113 ---------------------- --------------- -------------- ------------------------------------ --------- Follow on ---------------------- --------------- -------------- ------------------------------------ --------- Ideagen plc Derbyshire TMT* Compliance software solutions 450 ---------------------- --------------- -------------- ------------------------------------ --------- EG Solutions plc# Staffordshire TMT* Back office optimisation software 228 ---------------------- --------------- -------------- ------------------------------------ --------- Pinnacle Technology Group plc Stirlingshire TMT* B2B telecoms and IT reseller 51 ---------------------- --------------- -------------- ------------------------------------ --------- Castleton Technology Public sector IT managed services plc Cambridge TMT* and software 33 ---------------------- --------------- -------------- ------------------------------------ --------- Total AIM traded investments 1,685 --------------------------------------------------------------------------------------------- --------- Total investments in the period 5,506 --------------------------------------------------------------------------------------------- --------- * Technology, Media & Telecommunications ("TMT"). # During the period, the EG Solutions plc Loan note and capitalised interest was converted into Ordinary shares. --------------------------------------------------------------------------------------------------------
Realisations in the period
First Overall investment Book cost Proceeds++ multiple Company date GBP'000 GBP'000 return* ---------------------- --------------------- ------------ --------- ---------- --------- Unquoted realisations --------------------------------------------------------------------------------------------- Full trade Luxury For Less Ltd sale Jul 13 955 1,787 2.0 ---------------------- --------------------- ------------ --------- ---------- --------- Create Health Ltd Loan note repayment Mar 13 112 213 1.9 ---------------------- --------------------- ------------ --------- ---------- --------- Eque2 Ltd Loan note repayment Apr 13 111 123 1.1 ---------------------- --------------------- ------------ --------- ---------- --------- Kingsbridge Ltd Loan note repayment Jan 14 48 76 1.6 ---------------------- --------------------- ------------ --------- ---------- --------- Full trade Impetus Holdings Ltd sale Apr 12 1,304 0 0.0 ---------------------- --------------------- ------------ --------- ---------- ---------
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Full trade Surgi C Ltd sale Apr 10 854 0 0.3 ---------------------- --------------------- ------------ --------- ---------- --------- Total unquoted realisations 3,384 2,199 ----------------------------------------------------------- --------- ---------- --------- AIM traded realisations --------------------------------------------------------------------------------------------- Recommended Accumuli plc offer Nov 10 505 2,140 4.4 ---------------------- --------------------- ------------ --------- ---------- --------- Anpario plc Market sale Nov 06 54 235 4.3 ---------------------- --------------------- ------------ --------- ---------- --------- Full market Cohort plc sale Oct 07 48 76 1.7 ---------------------- --------------------- ------------ --------- ---------- --------- Total AIM traded realisations 607 2,451 ----------------------------------------------------------- --------- ---------- --------- Total realisations in the period 3,991 4,650 ----------------------------------------------------------- --------- ---------- --------- ++ Proceeds at time of realisation including redemption premium and interest. * Includes interest/dividends received, loan note redemptions and partial realisations accounted for in prior periods. Proceeds of GBP39,000 were also received in respect of MLS Ltd and GBP5,000 in respect of Playforce Holdings Ltd, both of which had been sold in prior periods. Deferred consideration of GBP88,000 was also received in respect of CSC (World) Ltd.
Investment Diversification at 30 June 2015
Sector by value Percentage ---------------------------------------- ----------- Business Services 41% ---------------------------------------- ----------- Consumer Markets 18% ---------------------------------------- ----------- Healthcare & Education 10% ---------------------------------------- ----------- Technology, Media & Telecommunications ("TMT") 31% ---------------------------------------- ----------- Total Assets by value Percentage --------------------------------------- ----------- Unquoted - loan note 27% --------------------------------------- ----------- Unquoted - equity 13% --------------------------------------- ----------- AIM 33% --------------------------------------- ----------- Listed interest bearing securities 13% --------------------------------------- ----------- Net current assets (principally cash) 14% --------------------------------------- ----------- Time Investments held by value Percentage -------------------------------- ----------- Less than 1 year 17% -------------------------------- ----------- Between 1 and 3 years 27% -------------------------------- ----------- Between 3 and 5 years 20% -------------------------------- ----------- Greater than 5 years 36% -------------------------------- -----------
Independent Review
Report to Baronsmead VCT 4 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 months ended 30 June 2015 which comprises the Income Statement, Statement of Changes in Equity, Balance Sheet and 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.
This report is made solely to the Company in accordance with the terms of our engagement to assist the Company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the UK FCA"). Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached.
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 DTR of the UK FCA.
As disclosed in note 1, the annual financial statements of the Company will be prepared in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with FRS 104 Interim Financial Reporting.
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.
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 UK. 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 months ended 30 June 2015 is not prepared, in all material respects, in accordance with FRS 104 Interim Financial Reporting and the DTR of the UK FCA.
John Waterson
for and on behalf of KPMG LLP
Chartered Accountants
Saltire Court
20 Castle Terrace
Edinburgh EH1 2EG
18 August 2015
Responsibility statement of the Directors in respect of the half-yearly financial report
We confirm that to the best of our knowledge:
-- the condensed set of financial statements has been prepared in accordance with the FRS 104 'Interim Financial Reporting;
-- the Chairman's Statement (constituting the interim management report) includes a fair review of the information required by DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements;
-- the Statement of Principal Risks and Uncertainties below is a fair review of the information required by DTR 4.2.7R being a description of the principal risks and uncertainties for the remaining six months of the year; and
-- the financial statements include a fair review of the information required by DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.
By Order of the Board,
Robert Owen
Chairman
18 August 2015
Unaudited Income Statement
For the six months to 30 June 2015
Six months to Six months to Year to 30 June 2015 30 June 2014 31 December 2014 Revenue Capital Total Revenue Capital Total Revenue Capital Total Notes GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 --------------------- ----- -------- -------- -------- -------- -------- -------- -------- -------- -------- Unrealised gains on movement in fair value of investments 6 - 3,314 3,314 - 2,695 2,695 - 1,784 1,784 Realised gains on disposal of investments 6 - 473 473 - 228 228 - 913 913 Income 708 - 708 774 - 774 2,567 - 2,567 Investment management fee (228) (683) (911) (218) (654) (872) (442) (1,327) (1,769) Other expenses (244) - (244) (239) - (239) (445) - (445) --------------------- ----- -------- -------- -------- -------- -------- -------- -------- -------- -------- Profit on ordinary activities before taxation 236 3,104 3,340 317 2,269 2,586 1,680 1,370 3,050 Taxation on ordinary
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activities - - - (14) 14 - (257) 257 - Profit for the period, being total comprehensive income for the period 236 3,104 3,340 303 2,283 2,586 1,423 1,627 3,050 --------------------- ----- -------- -------- -------- -------- -------- -------- -------- -------- -------- Return per ordinary share: Basic 2 0.32p 4.18p 4.50p 0.43p 3.20p 3.63p 1.95p 2.22p 4.17p --------------------- ----- -------- -------- -------- -------- -------- -------- -------- -------- --------
All items in the above statement derive from continuing operations.
The revenue column of the Income Statement includes all income and expenses. The capital column accounts for the realised and unrealised profit or loss on investments and the proportion of the management fee charged to capital.
The total column of this statement is the Statement of Total Comprehensive Income of the Company prepared in accordance with Financial Reporting Standards ("FRS"). The supplementary revenue return and capital return columns are prepared in accordance with the Statement of Recommended Practice issued in November 2014 by the Association of Investment Companies ("AIC SORP").
Unaudited Statement of Changes in Equity
For the six months to 30 June 2015
Distributable Non-distributable reserves reserves --------------------------- ======= =========================================== ================== -------- Called-up share Share Other Revaluation Capital Revenue capital premium reserve reserve reserve reserve Total Notes GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 --------------------------- ------- --------- -------- --------- ----------- -------- -------- -------- At 1 January 2015 8,334 8,688 37,608(#) 9,302 6,835 377 71,144 Movement between reserves - - (37,608) - 37,608 - - Profit/(loss) on ordinary activities after taxation - - - 3,286 (182) 236 3,340 Buyback of shares to be held in treasury 4 - - - - (1,100) - (1,100) --------------------------- ------- --------- -------- --------- ----------- -------- -------- -------- At 30 June 2015 8,334 8,688 - 12,588 43,161 613 73,384 --------------------------- ------- --------- -------- --------- ----------- -------- -------- --------
# On 18 December 2013 the court granted orders allowing the Company to cancel its share premium account and capital redemption reserve. The amounts of GBP28,998,000 (share premium) and GBP8,622,000 (capital redemption reserve) less costs paid became distributable during 2015.
For the six months to 30 June 2014
Non-distributable reserves Distributable reserves -------------------------- ----- ----------------------------------------------- ------------------ -------- Called-up Share Other Revaluation Capital Revenue share capital premium reserve reserve reserve reserve Total Notes GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 -------------------------- ----- -------------- -------- -------- ----------- -------- -------- -------- At 1 January 2014 7,322 - 37,610 8,247 11,787 371 65,337 Profit/(loss) on ordinary activities after taxation - - - 2,504 (221) 303 2,586 Net proceeds of share issue & buybacks 1,012 8,688 - - (442) - 9,258 Other costs charged to capital - (1) - - - - (1) Dividends paid 5 - - - - (3,618) (301) (3,919) -------------------------- ----- -------------- -------- -------- ----------- -------- -------- -------- At 30 June 2014 8,334 8,687 37,610 10,751 7,506 373 73,261 -------------------------- ----- -------------- -------- -------- ----------- -------- -------- --------
For the year to 31 December 2014
Non-distributable reserves Distributable reserves ------------------------------ ----- ------------------------------------------ ------------------------ -------- Called-up share Share Other Revaluation Capital Revenue capital premium reserve reserve reserve reserve Total Notes GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 ------------------------------ ----- --------- -------- -------- ----------- ----------- ----------- -------- At 1 January 2014 7,322 - 37,610 8,247 11,787 371 65,337 Profit on ordinary activities after taxation - - - 1,055 572 1,423 3,050 Net proceeds of share issue, buybacks & sale of shares from treasury 1,012 8,688 - - (775) - 8,925 Other costs charged to capital - - (2) - - - (2) Dividends paid 5 - - - - (4,749) (1,417) (6,166) ------------------------------ ----- --------- -------- -------- ----------- ----------- ----------- -------- At 31 December 2014 8,334 8,688 37,608 9,302 6,835 377 71,144 ------------------------------ ----- --------- -------- -------- ----------- ----------- ----------- --------
Unaudited Balance Sheet
As at 30 June 2015
As at As at As at 30 June 30 June 31 December 2015 2014 2014 Notes GBP'000 GBP'000 GBP'000 Fixed assets Unquoted investments 6 29,210 27,067 24,302 Traded on AIM 6 23,948 24,830 24,055 Listed interest bearing securities 6 9,490 9,996 10,993 Listed on LSE - 1,318 - Traded on ISDX - 502 - Investments 6 62,648 63,713 59,350 Current assets Debtors 269 251 485 Cash at bank and on deposit 11,039 9,874 11,869 -------------------------------------- ------- -------- -------- ------------ 11,308 10,125 12,354 Creditors (amounts falling due within one year) (572) (577) (560) Net current assets 10,736 9,548 11,794 Net assets 73,384 73,261 71,144 Capital and reserves Called-up share capital 8,334 8,334 8,334 Share premium account 8,688 8,687 8,688 Other reserve - 37,610 37,608 Capital reserve 43,161 7,506 6,835 Revaluation reserve 6 12,588 10,751 9,302 Revenue reserve 613 373 377 Equity shareholders' funds 73,384 73,261 71,144 -------------------------------------- ------- -------- -------- ------------ As at As at As at 30 June 30 June 31 December 2015 2014 2014 Net asset value per share 100.03p 97.76p 95.41p Number of ordinary shares in circulation 73,363,013 74,938,013 74,563,013 Treasury net asset value per share 99.08p 97.26p 94.74p Number of ordinary shares in circulation 73,363,013 74,938,013 74,563,013 Number of ordinary shares held in treasury 9,975,130 8,400,130 8,775,130 Number of listed ordinary shares in issue 83,338,143 83,338,143 83,338,143 ------------------------------------------- ----------- ---------- ------------
Unaudited Statement of Cash Flows
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For the six months to 30 June 2015
Six Six months months to 30 June to Year to 2015 30 June 31 December GBP'000 2014 2014 GBP'000 GBP'000 Net cash (outflow)/inflow from operating activities (381) (352) 245 Net cash inflow/(outflow) from investing activities 648 (3,294) 687 Equity dividends paid - (3,918) (6,166) Net cash inflow/(outflow) before financing activities 267 (7,564) (5,234) Net cash (outflow)/inflow from financing activities (1,097) 9,251 8,916 (Decrease)/increase in cash (830) 1,687 3,682 Reconciliation of net cash flow to movement in net cash (Decrease)/increase in cash (830) 1,687 3,682 Opening cash position 11,869 8,187 8,187 Closing cash at bank and on deposit 11,039 9,874 11,869 Reconciliation of profit on ordinary activities before taxation to net cash (outflow)/inflow from operating activities Profit on ordinary activities before taxation 3,340 2,586 3,050 Gains on investments (3,787) (2,923) (2,697) Changes in working capital and other non-cash items 66 (15) (108) Net cash (outflow)/inflow from operating activities (381) (352) 245
Notes
1. The condensed financial statements for the six months to 30 June 2015 comprise the statements set out below together with the related notes below. The Company applies UK Generally Accepted Accounting Principles in its annual financial statements, and is intending to adopt FRS 102 and the AIC's Statement of Recommended Practice issued in November 2014 for its financial year ending 31 December 2015. The condensed financial statements for the six months to 30 June 2015 have therefore been prepared in accordance with FRS 104 'Interim Financial Reporting'. The directors do not expect any significant changes to the Company's accounting policies as a result of the adoption of FRS 102. The accounts have therefore been prepared on the basis of the same accounting policies as set out in the Company's Annual Report and Financial Statements for the year ended 31 December 2014.
The comparative figures for the financial year ended 31 December 2014 are not the Company's statutory accounts for that financial year, but are based on those accounts, represented as necessary to comply with FRS 102. Those accounts have been reported on by the Company's auditor and delivered to the registrar of companies. The report of the auditor was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.
2. Return per share is based on a weighted average of 74,206,991 ordinary shares in issue (30 June 2014 - 71,219,291 ordinary shares; 31 December 2014 - 73,099,277 ordinary shares).
3. Earnings for the first six months to 30 June 2015 should not be taken as a guide to the results of the full financial year to 31 December 2015.
4. During the six months to 30 June 2015 the Company purchased 1,200,000 shares to be held in treasury at a cost of GBP1,100,000. At 30 June 2015, the Company holds 9,975,130 ordinary shares in treasury. Excluding treasury shares, there were 73,363,013 ordinary shares in issue at 30 June 2015 (30 June 2014 - 74,938,013 ordinary shares; 31 December 2014 - 74,563,013 ordinary shares)
5. The interim dividend of 3.0p per share (2.7p capital, 0.3p revenue) will be paid on 18 September 2015 to shareholders on the register on 4 September 2015. The ex-dividend date is 3 September 2015.
During the year to 31 December 2014, the Company paid a first interim dividend on 7 March 2014 of 6.0p per share (5.54p capital, 0.46p revenue) and a second interim dividend on 19 September 2014 of 3.0p per share (1.51p capital, 1.49p revenue).
6. All investments are initially recognised and subsequently measured at fair value. Changes in fair value are recognised in the Income Statement.
The methods of fair value measurement are classified into a hierarchy based on reliability of the information used to determine the valuation.
-- Level a - Fair value is measured based on quoted prices in an active market.
-- Level b - Fair value is measured based on directly observable current market prices or indirectly being derived from market prices.
-- Level c -
i) Fair value is measured using a valuation technique that is based on data from an observable market or;
ii) Fair value is measured using a valuation technique that is not based on data from an observable market.
Level c Level a (ii) Listed interest bearing Traded securities on AIM Unquoted Total GBP'000 GBP'000 GBP'000 GBP'000 Opening book cost 10,993 16,774 22,281 50,048 Opening unrealised appreciation - 7,281 2,021 9,302 Opening valuation 10,993 24,055 24,302 59,350 Movements in the period: Purchases at cost 27,982 2,054 3,821 33,857 Sales - proceeds (29,485) (2,820) (2,041) (34,346) - realised gains on sales - 324 149 473 Unrealised gains/(losses) realised during the period - 1,520 (1,492) 28 (Decrease)/increase in unrealised appreciation - (1,185) 4,471 3,286 Closing valuation 9,490 23,948 29,210 62,648 Closing book cost 9,490 17,852 22,718 50,060 Closing unrealised appreciation - 6,096 6,492 12,588 Closing valuation 9,490 23,948 29,210 62,648 ----------------------------------------------- ----------- -------- -------- -------- Equity shares - 23,948 9,246 33,194 Loan notes - - 19,964 19,964 Fixed income securities 9,490 - - 9,490 Closing valuation 9,490 23,948 29,210 62,648 ----------------------------------------------- ----------- -------- -------- --------
There has been no significant change in the risk analysis as disclosed in the Company's annual accounts.
7. The financial information contained in this half-yearly financial report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The information for the year to 31 December 2014 has been extracted from the latest published audited financial statements. The audited financial statements for the year to 31 December 2014, which were unqualified, have been filed with the Registrar of Companies. No statutory accounts in respect of any period after 31 December 2014 have been reported on by the Company's auditors or delivered to the Registrar of Companies.
8. The Company has one reportable segment being investing in primarily a portfolio of UK growth businesses, whether unquoted or traded on AIM.
9. Copies of the half-yearly financial report will shortly be made available to shareholders and will also be available from the Registered Office of the Company at 100 Wood Street, London EC2V 7AN.
Principal Risks and Uncertainties
The Company's assets consist of equity and fixed interest investments, cash and liquid resources. Its principal risks are therefore market risk, credit risk, liquidity risk and competitive risk. Other risks faced by the Company include loss of approval as a Venture Capital Trust, investment performance, regulatory and compliance, legislative, economic, political and external factors and operational risks. These risks, and the way in which they are managed, are described in more detail in the Risk Matrix within the Strategic Report, in the Company's Annual Report and Accounts for the year to 31 December 2014. The Company's principal risks and uncertainties have not changed materially since the date of that report.
Related Parties
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