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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| British Smaller Companies Vct Plc | LSE:BSV | London | Ordinary Share | GB0001403152 | 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% | 80.00 | 78.50 | 81.50 | 80.00 | 80.00 | 80.00 | 0.00 | 08:00:04 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Trust,ex Ed,religious,charty | 15.84M | 12.24M | 0.0507 | 15.78 | 192.99M |
From May 2019 to May 2024
TIDMBSV
RNS Number : 0839R
British Smaller Companies VCT PLC
06 December 2016
British Smaller Companies VCT plc
Unaudited Interim Results and Interim Management Report
For the 6 months ended 30 September 2016
British Smaller Companies VCT plc ("the Company") today announces its unaudited interim results for the six months to 30 September 2016.
Highlights
-- Residual investment in GO Outdoors sold for GBP14.1 million on 27 November 2016 delivering a return of 37 times original cost over the life of the Company's investment. The gain over the valuation and net asset value ("NAV") at 30 September 2016 was GBP2.8 million, equivalent to 2.9 pence per ordinary share.
-- Interim dividend of 16.5 pence per ordinary share (including 14.5 pence arising from the realisation of GO Outdoors) to be paid on 18 January 2017.
-- Non-prospectus top-up to raise EUR5 million to be launched on 10 February 2017.
-- Increase in total return of 3.8 pence per ordinary share to 212.5 pence per ordinary share at 30 September 2016 (208.7 pence per ordinary share as at 31 March 2016).
-- Increase in NAV to 103.8 pence per ordinary share prior to the payment of dividends during the period totalling 5.5 pence per ordinary share. This growth was 3.8 per cent of the opening NAV of 100.0 pence per ordinary share.
-- Total cumulative dividends paid since inception of 114.2 pence per ordinary share.
-- The underlying growth in the overall investment portfolio was GBP3.3 million, 5.5 per cent of its opening value.
-- Subsequent to 30 September 2016 GBP5.1 million invested into 3 companies.
Chairman's Statement
Your Company's portfolio delivered a total return of 5.5 per cent of its opening value and continued to deliver a strong income stream.
During the period your Company's total return increased to 212.5 pence per ordinary share, with the net asset value having increased by 3.8 pence per ordinary share to 103.8 pence per ordinary share, prior to the payment of the final dividend of 3.5 pence per ordinary share for the year ended 31 March 2016 and a special dividend of 2.0 pence per ordinary share for the year ending 31 March 2017.
While the result of the EU referendum has caused some economic volatility the Company's portfolio has continued to perform well, with value growth in a number of businesses during the first half of the year.
Disposal of GO Outdoors
I am pleased to inform you that your Company announced the sale of its residual investment in GO Outdoors to JD Sports Fashion plc on 28 November 2016 generating proceeds of GBP14.1 million. When aggregated with previous receipts the total proceeds over the life of your Company's investment were GBP23.1 million, a return of 37 times the original cost. Since your Company's investment in 1998 GO Outdoors has produced a near eighty-fold increase in sales and has grown from one store in Sheffield, with 33 employees, to a nationwide chain of over fifty stores and more than 2,000 employees.
The gain over the valuation and NAV at 30 September 2016 was GBP2.8 million, equivalent to 2.9 pence per ordinary share.
Following the success of this investment the Board has decided to pay an interim dividend of 16.5 pence per ordinary share (2015/16 2.0 pence per ordinary share), of which 14.5 pence arises from the realisation of GO Outdoors.
New investment
During the period your Company completed an investment of GBP1.4 million into Sipsynergy, a market-leading cloud collaboration solutions provider and since the end of the period a further GBP5.1 million has been invested into three businesses, Biz2Mobile, Traveltek and Matillion. In aggregate since HMRC issued its guidelines regarding the new legislation in May this year the Company has completed four new investments totalling GBP6.5 million. In addition heads of terms granting exclusivity for a further two investments totalling GBP2.5 million have been signed. Further information on the completed investments is provided in the Investment Review on page 9 of the Interim Report.
Financial Results and Dividends
Our experience to date suggests that new investment will need to focus on younger businesses which will almost certainly be unable to provide the same level of regular cash returns and income as the current portfolio. While the existing investments should provide a reliable income stream until realisation, future returns will become more and more reliant on equity realisations which will mean a more volatile dividend stream for shareholders.
The movements in net asset value per ordinary share and the dividends paid in the six months to 30 September 2016 are shown in the table below.
Hot Features
Premium
Net Asset Value
Pence per
ordinary GBP000
share
NAV at 1 April 2016 100.0 95,723
Net underlying increase
in portfolio 3.4 3,334
Net income 0.4 361
Purchase of own shares - (306)
Issue of new shares - 1,221
----------------------------------------- ------ ------ -------- -------
3.8 4,610
Dividends paid (5.5) (5,260)
(1.7) (650)
----------------------------------------- ------ ------ -------- -------
NAV at 30 September
2016 98.3 95,073
Cumulative dividends
paid 114.2
Total Return: at 30
September 2016 212.5
at 31 March 2016 208.7
----------------------------------------- ------ ------ -------- -------
The portfolio's strong performance resulted in a value gain of GBP3.3 million, equivalent to an increase in value to shareholders of 3.4 pence per ordinary share.
During the period a final dividend in respect of the year ended 31 March 2016 of 3.5 pence per ordinary share was paid, which, when taken together with the interim dividend paid in August of 2.0 pence per ordinary share for the year ending 31 March 2017 brings cumulative dividends paid to date to 114.2 pence per ordinary share.
As set out above the Board has proposed an interim dividend of 16.5 pence per ordinary share, which will take dividends paid in the financial year to 22.0 pence per ordinary share. The interim dividend will be paid on 18 January 2017 to shareholders on the register on 16 December 2016.
Shareholder Relations
During the period the 21st shareholder workshop was held in conjunction with British Smaller Companies VCT2 plc at the British Library on 17 May 2016. The workshop was well attended, with over 200 attendees, and included presentations from Ness (Holdings) Limited and KeTech Enterprises Limited, two of our most recent investments, David Hall and David Bell from the Investment Adviser, as well as Wyndham North of HM Treasury.
The introduction of the electronic communications policy has been a great success, with 82 per cent of shareholders now receiving communications in this way. The policy, whereby documents such as the annual report are disseminated via the website www.bscfunds.com rather than by post, has saved on printing costs and is more environmentally friendly.
Your Company's website www.bscfunds.com is refreshed on a regular basis, and provides a comprehensive level of information in a user friendly format.
Stockbrokers
I am pleased to inform you that your Board has agreed to appoint Panmure Gordon (UK) Limited as corporate broker with effect from 1 January 2017. The Panmure Gordon team has a wealth of experience as broker to numerous VCTs and we look forward to working with them in the future. The Board would like to thank Nplus1 Singer for the work they have done as the Company's broker over many years.
Fundraising
The completion of new investments and developing pipeline of investment opportunities is encouraging and in this context the Company has decided that it will undertake a non-prospectus top-up to raise EUR5 million to be launched on Friday 10 February 2017. In order to address a number of concerns raised by shareholders following last year's oversubscribed fundraising the Board has amended the application process. In particular, only postal applications will be accepted by the receiving agent and the fundraising will remain open to existing shareholders until Monday 6 March 2017. If the fundraising is fully subscribed at that date it will be closed and shares will be allotted by way of a ballot and the fundraising subsequently closed.
If the fundraising remains undersubscribed at that date it will be opened to other investors and shares will then be allocated in order of receipt until fully subscribed. The final closing would be 5 April 2017 or earlier if fully subscribed before then. Full details will be provided to all shareholders nearer the time of the launch.
Outlook
Although it will be some time before the full implications of the UK's decision to leave the European Union become clear, your Board is confident that the businesses in your Company's portfolio should be able to adapt to the new economic environment and in the short-term the devaluation of sterling against several major currencies will provide a benefit to exporters.
Your Board will continue to seek to further expand and diversify the portfolio recognising that its composition will change over time as the current portfolio is realised and replaced with newer investments in younger businesses. While the current portfolio should continue to generate more predictable returns, in the long term there is likely to be a greater volatility of returns and your Board will continue to monitor its dividend and buy-back policies through this transition.
Your Board remains committed to continue to build a strong and diversified portfolio to deliver long-term value to shareholders.
Objectives and Strategy
The Company's objective is to provide investors with an attractive long-term tax free dividend yield whilst seeking to maintain the capital value of their investment and maintain the Company's status as a venture capital trust.
The investment strategy of the Company is to create a portfolio with a mix of companies operating in traditional industries and those that offer opportunities in the development and application of innovation.
The Company invests in UK businesses across a broad range of sectors including but not limited to Software, IT & Telecommunications, Business Services, Manufacturing & Industrial Services, Retail & Brands and Healthcare in VCT qualifying and non-qualifying unquoted securities.
Investment Review
The Company's portfolio at 30 September 2016 had a value of GBP62.7 million (excluding the gilt portfolio) consisting of GBP60.1 million (96 per cent) in unquoted investments and GBP2.6 million (4 per cent) in quoted investments. The largest single investment represents 11.9 per cent of the net asset value.
Over the six months to 30 September 2016 the portfolio saw a value gain of GBP3.3 million, which comprises a GBP2.9 million gain from unquoted investments, and a gain of GBP0.4 million from quoted investments.
The most significant gains in valuation in the period were:
GBP1.9
* GO Outdoors Topco Limited million
GBP1.2
* ACC Aviation million
GBP0.6
* Business Collaborator Limited million
These gains were partially offset by companies which saw profits impacted by difficult trading conditions:
Down GBP0.7
* Cambrian Park & Leisure Homes million
Down GBP1.0
* Seven Technologies Holdings Limited million
New and Follow-on Investments
In the six months to 30 September 2016 the Company has made a new investment of GBP1.35 million into Sipsynergy (via Hosted Network Services Limited), a market-leading cloud collaboration systems provider, and a follow on investment of GBP0.03 million into Intamac Systems Limited.
Since 30 September 2016, your Company has made the following new investments:
-- GBP1.5 million into Biz2Mobile Limited, a leading provider of software for rugged and industrial enterprise mobile devices.
-- GBP1.5 million into Traveltek Group Limited. Founded in 2002, Traveltek provides travel retailers, agents and wholesalers with the technology to package together an extensive range of hotels, flights, cruises and ancillary travel services in one seamless transaction.
-- GBP2.1 million into Matillion Limited, a developer of big data integration software for the cloud.
Realisation of Investments
In the six months to 30 September 2016, the Company received GBP0.8 million from disposals of investments and repayments of loans. This includes the reduction of AIM holdings following a period of strong share price performance.
A detailed analysis of all investments sold in the period to 30 September 2016 can be found in note 6 to the interim report.
On 27 November 2016 the Company sold its residual investment in GO Outdoors for GBP14.1 million, generating a gain of GBP2.8 million over the valuation at 30 September 2016.
Investment Portfolio
At 30 September 2016 the top ten investments had a combined value of GBP40.2 million, 64 per cent of the portfolio.
Name of Date Current Realised Investment Valuation
Company of initial cost proceeds valuation plus
Investment to at 30 proceeds
date September to date
2016
GBP000 GBP000 GBP000 GBP000
----------------- -------------------------- ------------- -------- ---------- ----------- ----------
GO Outdoors Topco May
Retail Limited 98 245 7,792 11,319 19,111
Intelligent Office
Business (via IO Outsourcing May
Services Limited) 14 2,934 - 4,676 4,676
Business ACC Aviation (via Nov
Services Newacc (2014) Limited) 14 2,068 - 4,262 4,262
Business DisplayPlan Holdings Jan
Services Limited 12 130 1,521 3,768 5,289
Jan
Healthcare Mangar Health Limited 14 2,460 - 3,739 3,739
Oct
Manufacturing GTK (Holdco) Limited 13 1,237 513 2,968 3,481
Business Collaborator Nov
Software Limited 14 2,010 - 2,591 2,591
Business Springboard Research Oct
Services Holdings Limited 14 2,469 - 2,469 2,469
Gill Marine Holdings Sep
Retail Limited 13 2,500 - 2,250 2,250
Leengate Holdings Dec
Manufacturing Limited 13 1,401 - 2,187 2,187
----------------- -------------------------- ------------- -------- ---------- ----------- ----------
Top 10 Investments 17,454 9,826 40,229 50,055
Remaining Unquoted Portfolio
KeTech Enterprises Nov
Software Limited 15 2,000 - 2,000 2,000
The Heritage Window Sep
Manufacturing Company Holdco Limited 14 2,203 - 1,432 1,432
Sipsynergy (via
Hosted Network Services Jun
Software Limited) 16 1,350 - 1,350 1,350
Selima Holding Company Mar
Software Ltd 12 600 - 1,230 1,230
Wakefield Acoustics
(via Malvar Engineering Dec
Manufacturing Limited) 14 1,110 45 1,223 1,268
Business Macro Art Holdings Jun
Services Limited 14 980 280 1,186 1,466
Cambrian Park &
Leisure Homes Limited
(via Cambrian Lodges Oct
Manufacturing Holdings Limited) 14 1,625 175 1,149 1,324
Harvey Jones Holdings May
Retail Limited 07 735 1,948 1,113 3,061
Fairlight Bridge Apr
Investment Limited 12 1,000 - 1,000 1,000
Seven Technologies Apr
Software Holdings Limited 12 1,984 1,524 992 2,516
RMS Group Holdings Jul
Industrial Limited 07 180 897 984 1,881
Retail Bagel Nash Group Jul
& Manufacture Limited 11 944 300 829 1,129
Dec
Software Deep-Secure Ltd 09 1,000 - 797 797
Other investments GBP0.75
million and below 6,453 75 4,590 4,665
--------------------------------------------- ------------- -------- ---------- ----------- ----------
Total unquoted investments 39,618 15,070 60,104 75,174
------------------------------------------------------------ -------- ---------- ----------- ----------
Quoted Portfolio
May
Manufacturing AB Dynamics plc 13 215 529 948 1,477
Support Nov
Services Mattioli Woods plc 05 173 517 938 1,455 Other investments GBP0.75 million and below 587 476 682 1,158 --------------------------------------------- ------------- -------- ---------- ----------- ---------- Total quoted investments 975 1,522 2,568 4,090 ------------------------------------------------------------ -------- ---------- ----------- ---------- Total portfolio 40,593 16,592 62,672 79,264 Full disposals since March 2002 24,534 42,386 - 42,386 Full disposals to March 2002 5,748 1,899 - 1,899 ------------------------------------------------------------ -------- ---------- ----------- ---------- Total investment portfolio 70,875 60,877 62,672 123,549 ------------------------------------------------------------ -------- ---------- ----------- ----------
The charts on page 15 of the interim report show the composition of the portfolio as at 30 September 2016 by industry sector, age of investment, investment instrument and the value compared to cost and show diversity across a wide range of industry sectors.
Principal Risks and Uncertainties
In accordance with DTR 4.2.7, the Board confirms that the principal risks and uncertainties facing the Company have not materially changed from those identified in the Annual Report and Accounts for the year ended 31 March 2016. The Board acknowledges that there is regulatory risk and continues to manage the Company's affairs in such a manner as to comply with section 274 of the Income Tax Act 2007.
In summary, the principal risks are:
-- Loss of approval as a Venture Capital Trust;
-- Economic;
-- Investment and strategic;
-- Regulatory;
-- Reputational;
-- Operational;
-- Financial; and
-- Market/liquidity.
Full details of the principal risks can be found in the financial statements for the year ended 31 March 2016 on pages 30 and 31, a copy of which is available at www.bscfunds.com
Directors' Responsibilities Statement
The directors of British Smaller Companies VCT plc confirm that, to the best of their knowledge, the condensed set of financial statements in the interim report have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" as adopted by the EU, and give a true and fair view of the assets, liabilities, financial position and profit and loss of British Smaller Companies VCT plc, and that the interim management report, which comprises the financial overview and interim strategic report, includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R.
The directors of British Smaller Companies VCT plc are listed in note 9 of the interim financial statements.
By order of the Board
Helen Sinclair
Chairman
6 December 2016
Unaudited Statement of Comprehensive Income
for the six months ended 30 September 2016
Unaudited Unaudited
6 months ended 6 months ended
30 September 30 September
2016 2015
Revenue Capital Total Revenue Capital Total
Notes GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Gain on investments
held at fair value 6 - 3,247 3,247 - 2,539 2,539
Gain on disposal
of investments 6 - 87 87 - 3,043 3,043
Income 2 1,693 - 1,693 1,617 - 1,617
-------------------------- -------- ---------- ---------- --------- ---------- ---------- ---------
Total income 1,693 3,334 5,027 1,617 5,582 7,199
Administrative
expenses:
---------- ---------- --------- ---------- ---------- ---------
Investment Adviser's
fee (239) (718) (957) (219) (658) (877)
Incentive fee - (108) (108) - - -
Other expenses (267) - (267) (264) - (264)
---------- ---------- --------- ---------- ---------- ---------
(506) (826) (1,332) (483) (658) (1,141)
Profit before
taxation 1,187 2,508 3,695 1,134 4,924 6,058
Taxation 3 (125) 125 - (133) 133 -
-------------------------- -------- ---------- ---------- --------- ---------- ---------- ---------
Profit for the
period 1,062 2,633 3,695 1,001 5,057 6,058
-------------------------- -------- ---------- ---------- --------- ---------- ---------- ---------
Total comprehensive
income for the
period 1,062 2,633 3,695 1,001 5,057 6,058
-------------------------- -------- ---------- ---------- --------- ---------- ---------- ---------
Basic and diluted
earnings per ordinary
share 5 1.11p 2.74p 3.85p 1.11p 5.61p 6.72p
-------------------------- -------- ---------- ---------- --------- ---------- ---------- ---------
The Total column of this statement represents the Company's Statement of Comprehensive Income, prepared in accordance with International Financial Reporting Standards as adopted by the European Union ('IFRSs'). The supplementary Revenue and Capital columns are prepared under the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' ('SORP') 2014 published by the Association of Investment Companies.
Unaudited Balance Sheet
as at 30 September 2016
Unaudited Unaudited Audited
30 September 30 September 31 March
2016 2015 2016
Notes GBP000 GBP000 GBP000
Assets
Non-current assets
Investments 62,672 55,239 58,790
Fixed income government
securities 1,451 1,446 1,450
----------------------------- ------ -------------- -------------- ----------
Financial assets at
fair value through profit
or loss 6 64,123 56,685 60,240
Trade and other receivables 1,206 825 955
----------------------------- ------ -------------- -------------- ----------
65,329 57,510 61,195
----------------------------- ------ -------------- -------------- ----------
Current assets
Trade and other receivables 568 396 1,117
Cash on fixed term deposit 14,150 3,003 16,051
Cash and cash equivalents 15,394 29,213 18,619
----------------------------- ------ -------------- -------------- ----------
30,112 32,612 35,787
----------------------------- ------ -------------- -------------- ----------
Liabilities
Current liabilities
Trade and other payables (368) (235) (1,259)
Net current assets 29,744 32,377 34,528
Net assets 95,073 89,887 95,723
----------------------------- ------ -------------- -------------- ----------
Shareholders' equity
Share capital 10,069 9,499 9,935
Share premium account 28,318 23,408 27,231
Capital redemption reserve 221 221 221
Capital reserve 32,101 40,165 37,418
Investment holding gains 22,106 14,990 18,878
Revenue reserve 2,258 1,604 2,040
Total shareholders'
equity 95,073 89,887 95,723
----------------------------- ------ -------------- -------------- ----------
Net asset value per
ordinary share 7 98.3p 98.3p 100.0p
----------------------------- ------ -------------- -------------- ----------
Unaudited Statement of Changes in Equity
for the six months ended 30 September 2016
Share Share Capital Capital Investment Revenue Total
capital premium redemption reserve holding reserve equity
account reserve gains
(losses)
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At 31 March 2015 9,205 20,936 221 40,334 15,735 1,289 87,720
-------------------------- --------- --------- ------------ --------- ----------- --------- --------
Revenue return for
the period before
tax - - - - - 1,134 1,134
Capital expenses - - - (658) - - (658)
Gain on investments
held at fair value - - - - 2,539 - 2,539
Gain on disposal of
investments in the
period - - - 3,043 - - 3,043
Taxation - - - 133 - (133) -
-------------------------- --------- --------- ------------ --------- ----------- --------- --------
Total comprehensive
income for the period - - - 2,518 2,539 1,001 6,058
-------------------------- --------- --------- ------------ --------- ----------- --------- --------
Issue of share capital 139 1,265 - - - - 1,404
Issue costs - (67) - - - - (67)
Issue of shares -
DRIS 155 1,289 - - - - 1,444
Issue costs - DRIS - (15) - - - - (15)
Purchase of own shares - - - (316) - - (316)
Dividends - - - (5,655) - (686) (6,341)
Total transactions
with owners 294 2,472 - (5,971) - (686) (3,891)
Realisation of prior
year investment holding
gains - - - 3,284 (3,284) - -
-------------------------- --------- --------- ------------ --------- ----------- --------- --------
At 30 September 2015 9,499 23,408 221 40,165 14,990 1,604 89,887
-------------------------- --------- --------- ------------ --------- ----------- --------- --------
Revenue return for
the period before
tax - - - - - 1,267 1,267
Capital expenses - - - (1,657) - - (1,657)
Gain on investments
held at fair value - - - - 3,949 - 3,949
Gain on disposal of
investments in the
period - - - 792 - - 792
Taxation - - - 145 - (145) -
-------------------------- --------- --------- ------------ --------- ----------- --------- --------
Total comprehensive
(expense) income for
the period - - - (720) 3,949 1,122 4,351
-------------------------- --------- --------- ------------ --------- ----------- --------- --------
Issue of share capital 368 3,431 - - - - 3,799
Issue costs - (130) - (27) - - (157)
Issue of shares -
DRIS 68 561 - - - - 629
Issue costs - DRIS - (39) - - - - (39)
Dividends - - - (2,061) - (686) (2,747)
Total transactions
with owners 436 3,823 - (2,088) - (686) 1,485
Realisation of prior
year investment holding
gains - - - 61 (61) - -
-------------------------- --------- --------- ------------ --------- ----------- --------- --------
At 31 March 2016 9,935 27,231 221 37,418 18,878 2,040 95,723
-------------------------- --------- --------- ------------ --------- ----------- --------- --------
Revenue return for
the period before
tax - - - - - 1,187 1,187
Capital expenses - - - (826) - - (826)
Gain on investments
held at fair value - - - - 3,247 - 3,247
Gain on disposal of
investments in the
period - - - 87 - - 87
Taxation - - - 125 - (125) -
-------------------------- --------- --------- ------------ --------- ----------- --------- --------
Total comprehensive
(expense) income for
the period - - - (614) 3,247 1,062 3,695
-------------------------- --------- --------- ------------ --------- ----------- --------- --------
Issue of shares -
DRIS 134 1,105 - - - - 1,239
Issue costs - DRIS - (18) - - - - (18)
Purchase of own shares - - - (306) - - (306)
Dividends - - - (4,416) - (844) (5,260)
Total transactions
with owners 134 1,087 - (4,722) - (844) (4,345)
Realisation of prior
year investment holding
gains - - - 19 (19) - -
-------------------------- --------- --------- ------------ --------- ----------- --------- --------
At 30 September 2016 10,069 28,318 221 32,101 22,106 2,258 95,073
-------------------------- --------- --------- ------------ --------- ----------- --------- --------
Reserves available for distribution
Under the Companies Act 2006 the capital reserve and the revenue reserve are distributable reserves. The table below shows the amount available for distribution.
Capital Revenue Total
reserve reserve
GBP000 GBP000 GBP000
Distributable reserves as above 32,101 2,258 34,359
Less cancelled share premium (2,093) - (2,093)
Less Interest and dividends not
yet distributable - (1,661) (1,661)
Reserves available for distribution(*) 30,008 597 30,605
---------------------------------------- --------- --------- --------
*. The revenue reserve of GBP597,000 is only distributable once the interim financial statements are filed at Companies House.
The capital reserve and the revenue reserve are both distributable reserves. These reserves total GBP34,359,000, representing a decrease of GBP5,099,000 in the period since 31 March 2016. The directors also take into account the level of investment holding gains (losses) reserve and the future requirements of the Company when determining the level of dividend payments.
Of the potentially distributable reserves of GBP34,359,000 shown above, GBP1,195,000 relates to interest receivable from 2018 onwards, GBP466,000 related to preference dividends that will become distributable on the realisation of the investment, and GBP2,093,000 of cancelled share premium which will become distributable on 1 April 2018.
On filing the interim financial statements at Companies House, the reserves available for distribution will be GBP30,605,000.
Unaudited Statement of Cash Flows
for the six months ended 30 September 2016
Unaudited Unaudited Audited
6 months 6 months Year
ended ended ended
30 September 30 September 31 March
Notes 2016 2015 2016
GBP000 GBP000 GBP000
Profit before taxation 3,695 6,058 10,409
Decrease (increase) in trade
and other receivables 298 (121) (386)
(Decrease) increase in trade
and other payables (917) (586) 427
Gain on investments held
at fair value (3,247) (2,539) (6,488)
Gain on disposal of investments (87) (3,043) (3,835)
Capitalised interest and
dividends (20) (93) (197)
--------------------------------- ------ -------------- -------------- ----------
Net cash outflow from operating
activities (278) (324) (70)
--------------------------------- ------ -------------- -------------- ----------
Cash flows from investing
activities
Purchase of financial assets
at fair value through profit
or loss (1,376) (2,500) (5,427)
Proceeds from sale of financial
assets at fair value through
profit or loss 6 847 9,457 13,088
Cash maturing from fixed 1,901 - -
term deposit
Cash placed on fixed term
deposit - (3,003) (16,051)
Net cash inflow (outflow)
from investing activities 1,372 3,954 (8,390)
--------------------------------- ------ -------------- -------------- ----------
Cash flows from financing
activities
Issue of ordinary shares - 1,404 5,203
Cost of ordinary share issues* (18) (383) (572)
Purchase of own ordinary
shares (306) (316) (316)
Dividends paid 4 (3,995) (4,897) (7,011)
Net cash outflow from financing
activities (4,319) (4,192) (2,696)
--------------------------------- ------ -------------- -------------- ----------
Net decrease in cash and
cash equivalents (3,225) (562) (11,156)
Cash and cash equivalents
at the beginning of the period 18,619 29,775 29,775
Cash and cash equivalents
at the end of the period 15,394 29,213 18,619
--------------------------------- ------ -------------- -------------- ----------
* Issue costs include both fundraising costs and expenses incurred from the Company's DRIS.
Explanatory Notes to the Unaudited Condensed Financial Statements
1 General information, basis of preparation and principal accounting policies
These half year statements have been approved by the directors whose names appear at note 9, each of whom has confirmed that to the best of their knowledge:
-- The interim management report includes a fair review of the information required by rules 4.2.7 and 4.2.8 of the Disclosure Rules and the Transparency Rules.
-- The half year statements have been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the EU, and the Disclosure and Transparency Rules of the Financial Conduct Authority.
The half year statements are unaudited but have been reviewed by the auditors pursuant to the Financial Reporting Council's guidance on Review of Interim Financial Information. They do not constitute full financial statements as defined in section 435 of the Companies Act 2006. The comparative figures for the year ended 31 March 2016 do not constitute full financial statements and have been extracted from the Company's financial statements for the year ended 31 March 2016. Those accounts were reported upon without qualification by the auditors and have been delivered to the Registrar of Companies.
The accounting policies and methods of computation followed in the half year statements are the same as those adopted in the preparation of the audited financial statements for the year ended 31 March 2016.
The financial statements for the year ended 31 March 2016 were prepared in accordance with the International Financial Reporting Standards (IFRSs) as adopted by the EU and those parts of the Companies Act 2006 applicable to companies reporting under IFRS. Where guidance set out in the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' issued by the Association of Investment Companies in November 2014 ("SORP") is consistent with the requirements of IFRS, the financial statements have been prepared in compliance with the recommendations of the SORP.
The financial statements are presented in sterling and all values are rounded to the nearest thousand (GBP000), except where stated.
Going Concern: The directors have carefully considered the issue of going concern and are satisfied that the Company has sufficient resources to meet its obligations as they fall due for a period of at least twelve months from the date these half year statements were approved. As at 30 September 2016 the Company held cash balances and fixed term deposits with a combined value of GBP29,544,000. Cash flow projections show the Company has sufficient funds to meet both its contracted expenditure and its discretionary cash outflows in the form of share buy-backs and the dividend policy. The directors therefore believe that it is appropriate to continue to apply the going concern basis of accounting in preparing these half year statements.
2 Income
Unaudited Unaudited
6 months 6 months
ended 30 ended
September 30 September
2016 2015
GBP000 GBP000
Income from investments
- Dividends from unquoted
companies 552 429
- Dividends from AIM quoted
companies 6 38
---------------------------------- ----------- --------------
558 467
- Interest on loans to unquoted
companies 959 1,007
- Fixed interest Government
securities 8 12
---------------------------------- ----------- --------------
Income from investments held
at fair value through profit
or loss 1,525 1,486
Interest on bank deposits 168 131
---------------------------------- ----------- --------------
1,693 1,617
---------------------------------- ----------- --------------
3 Taxation
Unaudited 6 Unaudited 6 months
months ended ended
30 September 30 September
2016 2015
Revenue Capital Total Revenue Capital Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Profit before taxation 1,187 2,508 3,695 1,134 4,924 6,058
------------------------- -------- -------- ------- -------- -------- --------
Profit before taxation
multiplied by standard
rate of corporation
tax in UK of 20%
(2015: 20%) 237 502 739 227 985 1,212
Effect of:
UK dividends received (112) - (112) (94) - (94)
Non-taxable profits
on investments - (667) (667) - (1,116) (1,116)
Excess expenses - 40 40 - (2) (2)
Tax charge (credit) 125 (125) - 133 (133) -
------------------------- -------- -------- ------- -------- -------- --------
The Company has no provided, or unprovided, deferred tax liability in either period.
Deferred tax assets in respect of losses have not been recognised as the directors do not currently believe that it is probable that sufficient taxable profits will be available against which the assets can be recovered.
Due to the Company's status as a venture capital trust, and the continued intention to meet the conditions required to comply with Chapter 3 Part 6 of the Income Tax Act 2007, the Company has not provided deferred tax on any capital gains or losses arising on the revaluation or realisation of investments.
4 Dividends
Amounts recognised as distributions to shareholders in the period:
Unaudited Unaudited Audited
6 months ended 6 months ended Year ended
30 September 30 September 31 March 2016
2016 2015
Revenue Capital Total Revenue Capital Total Revenue Capital Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
--------------------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Final dividend
for the year
ended 31 March
2016 of 3.5p
(2015 3.5p)
per ordinary
share 844 2,503 3,347 686 2,471 3,157 686 2,471 3,157
Special interim
dividend for
the year ending
31 March 2017
of 2.0p (2016:
3.5p) per ordinary
share - 1,913 1,913 - 3,184 3,184 - 3,184 3,184
Special interim
dividend for
the year ended
31 March 2016
of 1.0p per
ordinary share - - - - - - - 919 919
Interim dividend
for the year
ended 31 March
2016 of 2.0p
per ordinary
share - - - - - - 686 1,142 1,828
-------- -------- --------
844 4,416 5,260 686 5,655 6,341 1,372 7,716 9,088
--------------------- -------- -------- -------- -------- -------- --------
Shares allotted
under DRIS (1,239) (1,444) (2,073)
Unclaimed dividends (26) - (4)
--------------------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Dividends paid
in the Statement
of Cash Flows 3,995 4,897 7,011
--------------------- -------- -------- -------- -------- -------- -------- -------- -------- --------
An interim dividend of 16.5 pence per ordinary share, amounting to approximately GBP16.0 million is proposed. The dividend has not been recognised in these half year financial statements as the obligation did not exist at the balance sheet date.
5 Basic and Diluted Earnings per Ordinary Share and Changes in Share Capital
The basic and diluted earnings per ordinary share is based on the profit after tax attributable to equity shareholders of GBP3,695,000 (30 September 2015: GBP6,058,000) and 95,997,395 (30 September 2015: 90,082,409) ordinary shares, being the weighted average number of ordinary shares in issue during the period.
The basic and diluted revenue return per ordinary share is based on the revenue profit attributable to equity shareholders of GBP1,062,000 (30 September 2015: GBP1,001,000) and 95,997,395 (30 September 2015: 90,082,409) ordinary shares, being the weighted average number of ordinary shares in issue during the period.
The basic and diluted capital return per ordinary share is based on the capital return attributable to equity shareholders of GBP2,633,000 (30 September 2015: GBP5,057,000) and 95,997,395 (30 September 2015: 90,082,409) ordinary shares, being the weighted average number of ordinary shares in issue during the period.
During the period the Company allotted 1,341,104 new ordinary shares in respect of its dividend reinvestment scheme.
The Company has repurchased 333,334 of its own shares in the period and these shares are held in the capital reserve. The total of 3,922,999 treasury shares has been excluded in calculating the weighted average number of ordinary shares during the period. The Company has no securities that would have a dilutive effect and hence basic and diluted earnings per ordinary share are the same.
6 Financial Assets at Fair Value through Profit and Loss
IFRS 13, in respect of financial instruments that are measured in the balance sheet at fair value, requires disclosure of fair value measurements by level within the following fair value measurement hierarchy:
-- Level 1: quoted prices in active markets for identical assets or liabilities. The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is defined as a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in Level 1 and comprise AIM quoted investments or government securities and other fixed income securities classified as held at fair value through profit and loss.
-- Level 2: the fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2. The Company held no such instruments in the current or prior period.
-- Level 3: the fair value of financial instruments that are not traded in an active market (for example, investments in unquoted companies) is determined by using valuation techniques such as earnings multiples. If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
All of the Company's unquoted investments are included in Level 3.
Each investment is reviewed at least quarterly to ensure that it has not ceased to meet the criteria of the level in which it was included at the beginning of each accounting period. There have been no transfers between these classifications in the period (30 September 2015: None). The change in fair value for the current and previous year is recognised through profit or loss.
All items held at fair value through profit and loss were designated as such upon initial recognition.
Valuation of Investments
Initial Measurement: Financial assets are initially measured at fair value. The best estimate of the initial fair value of a financial asset that is either quoted or not quoted in an active market is the transaction price (i.e. cost).
Subsequent Measurement: The International Private Equity and Venture Capital (IPEVC) Valuation Guidelines ("the Guidelines") identify six of the most widely used valuation methodologies for unquoted investments. The Guidelines advocate that the best valuation methodologies are those that draw on external, objective market based data in order to derive a fair value.
Full details of the methods used by the Company were set out on page 55 and 56 of the financial statements for the year ended 31 March 2016, a copy of which can be found at www.bscfunds.com. Where investments are in quoted stocks, fair value is set at the market price.
The primary methods used for valuing non-quoted investments, and the key assumptions relating to them are:
-- Price of recent investment, reviewed for change in fair value. This represents the cost of the investment or the price at which a significant amount of new investment has been made by an independent third party adjusted, if necessary, for factors relevant to the background of the specific investment. The value of the investment is assessed for changes or events that would imply either a reduction or increase to its fair value through comparison of financial, technical and marketing milestones set at the time of investment. Where it is considered that the fair value no longer approximates to the cost of the recent investment an estimated adjustment to the cost, based on objective data, will be made to the investment's carrying value.
-- Earnings multiple. A multiple that is appropriate and reasonable, given the risk profile and earnings growth prospects of the underlying company, is applied to the maintainable earnings of that company. The multiple is adjusted to reflect any risk associated with lack of marketability and to take account of the differences between the investee company and the benchmark company or companies.
Movements in investments at fair value through profit or loss during the six months to 30 September 2016 are summarised as follows:
IFRS 13 measurement Level Level Level
classification 3 1 1
------------------------ ------------- ------------- ---------- ------------ -------------
Unquoted Quoted Total Fixed Total
Investments Equity Quoted Income Investments
Investments and Securities
Unquoted
------------------------ ------------- ------------- ---------- ------------ -------------
GBP000 GBP000 GBP000 GBP000 GBP000
Opening cost 38,934 1,004 39,938 1,424 41,362
Opening valuation
gain 17,599 1,253 18,852 26 18,878
------------------------ ------------- ------------- ---------- ------------ ------------- Opening fair value at 1 April 2016 56,533 2,257 58,790 1,450 60,240 ------------------------ ------------- ------------- ---------- ------------ ------------- Additions at cost 1,376 - 1,376 - 1,376 Capitalised interest 20 - 20 - 20 Disposal proceeds (723) (124) (847) - (847) Net profit on disposal 86 1 87 - 87 Change in fair value 2,812 434 3,246 1 3,247 ------------------------ ------------- ------------- ---------- ------------ ------------- Closing fair value at 30 September 2016 60,104 2,568 62,672 1,451 64,123 ------------------------ ------------- ------------- ---------- ------------ ------------- Closing cost 39,618 975 40,593 1,424 42,017 Closing valuation gain 20,486 1,593 22,079 27 22,106 ------------------------ ------------- ------------- ---------- ------------ ------------- Closing fair value at 30 September 2016 60,104 2,568 62,672 1,451 64,123 ------------------------ ------------- ------------- ---------- ------------ -------------
There have been no individual fair value adjustments downwards during the period that exceeded five per cent of the total assets of the Company (31 March 2016: none).
Level 3 valuations include assumptions based on non-observable data, such as discounts applied either to reflect changes in fair value of financial assets held at the price of recent investment, or to adjust earnings multiples. IFRS 13 requires an entity to disclose quantitative information about the significant unobservable inputs used. Of the Company's Level 3 investments, 80 per cent are held on an earnings multiple basis, which have significant judgement applied to the valuation inputs. The table below sets out the range of Price Earnings ratios and discounts applied in arriving at investments valued on an earnings multiple basis. The remaining Level 3 investments, amounting to 20 per cent are held at cost.
Manufacturing Retail Software, Healthcare Business
& Industrial & Brands IT and Services
Services Telecommunications
----------------------- -------------- ----------- -------------------- ----------- ------------
Earnings multiple
PE Multiple
Range 25.10-32.10 9.42-26.83 27.72-38.21 34.64 25.02-25.10
PE Multiple
Weighted Average 29.44 12.00 36.36 34.64 25.04
Combined PE
and/or Marketability
Discount Range 56%-74% 32%-63% 40%-68% 72% 60%-68%
Combined PE
and/or Marketability
Discount Weighted
Average 68% 38% 61% 72% 63%
----------------------- -------------- ----------- -------------------- ----------- ------------
The standard also requires disclosure, by class of financial instruments, if the effect of changing one or more inputs to reasonably possible alternative assumptions would result in a significant change to the fair value measurement. Each unquoted portfolio company has been reviewed in order to identify the sensitivity of the valuation methodology to using alternative assumptions. Where discounts have been applied (for example to Earnings levels or PE ratios) alternatives have been considered which would still fall within the IPEVC Guidelines. For each unquoted investment, two scenarios have been modelled: more prudent assumptions (downside case) and more optimistic assumptions (upside case). Applying the downside alternatives the value of the unquoted investments would be GBP5.1 million or 8.5 per cent lower. Using the upside alternative the value would be increased by GBP5.2 million or 8.7 per cent.
Of the Company's equity investments 96 per cent are in unquoted companies held at fair value (31 March 2016: 96 per cent). The valuation methodology for these investments includes the application of externally produced FTSE(R) multiples. Therefore the value of the unquoted element of the portfolio is also indirectly affected by price movements on the listed market. Those using an earnings multiple methodology include judgements regarding the level of discount applied to that multiple. A 10 per cent decrease in the discount applied would have increased the net assets attributable to the Company's shareholders and the total profit by GBP5.9 million (6.2 per cent of net assets). A change in the opposite direction would have decreased net assets attributable to the Company's shareholders and the total profit for the period by GBP6.0 million (6.3 per cent of net assets).
Of the Company's equity investments, 4 per cent are quoted on AIM (31 March 2016: 4 per cent). A five per cent increase in stock prices as at 30 September 2016 would have increased the net assets attributable to the Company's shareholders and the total profit for the period by GBP128,000 (31 March 2016: GBP113,000). An equal change in the opposite direction would have decreased the net assets attributable to the Company's shareholders and the total profit for the period by an equal amount.
Fixed income securities comprise UK Government stocks and are classified as financial assets at fair value through profit or loss. Their use is as temporary holdings until capital investment opportunities arise.
The following loan repayments and disposals took place during the period.
Net Cost Opening Gain Profit
proceeds carrying over on
from value opening original
sale as carrying cost
at value
1 April
2016
GBP000 GBP000 GBP000 GBP000 GBP000
---------------------------- ---------- ------- ---------- ---------- ----------
Loan repayments
Bagel Nash Group Limited 10 10 10 - -
Cambrian Park & Leisure
Homes Limited 50 50 50 - -
Harvey Jones Holdings
Limited 469 469 469 - -
Macro Art Holdings Limited 78 78 78 - -
Wakefield Acoustics 30 30 30 - -
637 637 637 - -
---------------------------- ---------- ------- ---------- ---------- ----------
Equity disposals
Mattioli Woods plc* 124 29 123 1 95
Lightmain Company Limited 75 75 - 75 -
199 104 123 76 95
---------------------------- ---------- ------- ---------- ---------- ----------
Total proceeds from
disposals 836 741 760 76 95
Deferred consideration
Callstream Group Limited 11 - - 11 11
Total proceeds from
portfolio 847 741 760 87 106
---------------------------- ---------- ------- ---------- ---------- ----------
*Designates AIM quoted investments.
7 Basic and Diluted Net Asset Value per Ordinary Share
The basic and diluted net asset value per ordinary share is calculated on attributable assets of GBP95,073,000 (30 September 2015 and 31 March 2016: GBP89,887,000 and GBP95,723,000 respectively) and 96,763,440 (30 September 2015 and 31 March 2016: 91,402,772 and 95,755,670 respectively) ordinary shares in issue at 30 September 2016.
The 3,922,999 (30 September 2015 and 31 March 2016: 3,589,665) treasury shares have been excluded in calculating the number of ordinary shares in issue at 30 September 2016. The Company has no securities that would have a dilutive effect and hence basic and diluted net asset value per ordinary share are the same.
8 Total Return
Total return per share is calculated on cumulative dividends paid of 114.2 pence per ordinary share (30 September 2015: 105.7 pence per ordinary share and 31 March 2016: 108.7 pence per ordinary share) plus the net asset value as calculated in note 7.
9 Directors
The directors of the Company are:
Mrs H Sinclair (non-executive Chairman) Mr CWER Buchan (non-executive Director) Mr PS Cammerman (non-executive Director) 10 Post Balance Sheet Events
Since the period end the Company has invested GBP5.1 million in 3 new companies, as set out in the Investment Review on page 9 of the interim report.
In addition, the Company realised its investment in GO Outdoors Topco Limited for GBP14.1 million, and has also received loan repayments of GBP0.4 million from GTK (Holdco) Limited.
11 Other Information
Copies of the interim report can be obtained from the Company's registered office: 5th Floor, Valiant Building, 14 South Parade, Leeds, LS1 5QS or from www.bscfunds.com.
12 Stockbroker
With effect from 1 January 2017 Panmure Gordon (UK) Limited has been appointed as Stockbrokers of the Company.
13 Interim Dividend for the six months ended 30 September 2016
Further to the announcement of its interim results for the 6 months to 30 September 2016, the Company confirms that an interim dividend of 16.5 pence per ordinary share will be paid on 18 January 2017 to those shareholders on the Company's register at the close of business on 16 December 2016. The ex-dividend date for these dividends will be 15 December 2016.
14 Dividend Re-investment Scheme ("DRIS")
The Company operates a dividend reinvestment scheme ("DRIS"). The latest date for receipt of DRIS elections so as to participate in the DRIS in respect of the Interim Dividend is the close of business on 4 January 2017.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU No. 596/2014). Upon the publication of this announcement via Regulatory Information Service this inside information is now considered to be in the public domain.
For further information, please contact:
David Hall YFM Equity Partners Limited Tel: 0113 244 1000
Gillian Martin Nplus1 Singer Advisory LLP Tel: 0207 496 3000
This information is provided by RNS
The company news service from the London Stock Exchange
END
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December 06, 2016 05:03 ET (10:03 GMT)
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