We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Register for streaming realtime charts, analysis tools, and prices.
| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Down. 4 Dso Ord | LSE:DO1O | London | Ordinary Share | GB00B3L2G079 | DSO ORD 0.1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 2.505 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
Hot Features
Premium
TIDMDO1O
Downing Structured Opportunities VCT 1 plc
Final results for the year ended 31 March 2015
FINANCIAL HIGHLIGHTS
31 March 31 March
2015 2014
pence pence
Ordinary Share pool
Net asset value per Ordinary Share 53.8 92.2
Net asset value per 'A' Share 0.1 0.1
Cumulative distributions 80.0 37.5
Adjusted for performance fee estimate (7.0) -
Total Return per Ordinary Share and 'A' Share 126.9 * 129.8
'B' Share pool
Net asset value per 'B' Share 70.2 82.3
Net asset value per 'C' Share 0.1 0.1
Cumulative distributions 32.5 20.0
Adjusted for performance fee estimate (2.8) -
Total return per 'B' Share and 'C' Share 100.0 * 102.4
'D' Share pool
Net asset value per 'D' Share 80.7 83.0
Cumulative distributions 15.0 10.0
Total return per 'D' Share 95.7 93.0
* Based on Total Return levels at 31 March 2015, performance fees are
expected to become due to management. These are estimated to be 7.0p
per Ordinary/'A' Share and 2.8p per 'B'/'C' Share.
CHAIRMAN'S STATEMENT
Introduction
I am pleased to present the Company's Annual Report for the year ended
31 March 2015. The year has seen the Ordinary Share pool make a good
start in returning funds to Shareholders and steady performance from all
of the share pools.
Ordinary Share pool
On 20 March 2015, the Ordinary Share pool paid a dividend of 40.0p per
Ordinary Share, being the commencement of the return of capital to
Ordinary Shareholders.
As at 31 March 2015, the net asset value ("NAV") of a combined holding
of one Ordinary Share and one 'A' Share stood at 53.9p, an increase of
4.1p (4.5%) over the year after adjusting for the dividends paid during
the year.
It is expected that a performance fee will be payable to management as
the performance hurdles are likely to be exceeded. Based on the
performance to 31 March, this equates to a performance fee equivalent to
7.0p per Ordinary Share. Accordingly, it is estimated that, subject to
further realisations being achieved at current valuations, further funds
payable to Shareholders in respect of the Ordinary Share pool will be as
follows:
Ordinary Shares 32.9p
'A' Shares 14.0p
46.9p
This will result in a Total Return to Ordinary Shares of 126.9p for a
combined holding of one Ordinary Share and one 'A' Share, compared to
the cost for most Shareholders who invested in the original share offer,
net of income tax relief, of 70.0p.
A detailed review of the Ordinary Share pool is presented in the
Investment Manager's report.
The process of realising the pool's remaining assets is ongoing, and a
further distribution is anticipated later in 2015.
'B' Share pool
At the year end, the NAV of a combined holding of one 'B' Share and one
'C' Share stood at 70.3p, an increase of 0.4p (0.5%) over the year after
adjusting for the dividends paid during the year.
Based on the above values, total Shareholder proceeds are projected to
trigger the hurdle levels at which a performance fee is paid to
management. After providing for such a fee, It is estimated that final
Total Return to Shareholders would be 100.0p for a holding of one 'B'
Share and one 'C' Share (split 94.4p per 'B' Share and 5.6p per 'C'
Share), compared to the cost for Shareholders who invested in the 'B'
Share offer, net of income tax relief, of 70.0p.
Plans are now being pursued to exit from the investments held by the 'B'
Share pool. The Manager is optimistic that a number of realisations will
complete over the coming months such that the 'B' Share pool will be in
a positon to pay a substantial return of capital, dividend later this
year. 'B' Shareholders should note that the process of realising the
full portfolio is likely to take some time, although this is expected to
complete in 2016.
A detailed review of the 'B' Share pool is presented in the Investment
Manager's report.
The fifth anniversary of the close of the 'B' Share fundraising occurred
in April 2015 and so plans are being advanced for the exit of a number
of the share pool's investments. The first major return of capital
distribution is expected during 2015.
'D' Share pool
The 'D' Share NAV stood at 80.7p at the year end, an increase of 2.7p
per share or 3.2% over the year after adjusting for the dividends of
2.5p per share paid in the year. Total Return now stands at 95.7p per
share, compared to the cost for Shareholders who invested in the 'D'
Share offer, net of income tax relief, of 70.0p.
The exit process for the 'D' Share pool is scheduled to commence in
2017.
A more detailed review of the 'D' Share pool is presented in the
Investment Manager's report.
The 'D' Share pool is still in its initial 5-year period. It is
intended that the return of funds to Shareholders will commence in
August 2017.
Dividends
In the initial 5-year period of each share pool, the Company's usual
policy is to pay dividends of at least 5.0p per annum on a twice yearly
basis.
In line with this policy, subject to approval at the forthcoming AGM, a
dividend of 2.5p per 'D' Share will be paid on 30 September 2015 to 'D'
Shareholders on the register at 28 August 2015.
As the Ordinary and 'B' Share pools are now through their initial 5-year
period and focusing on returning capital to Shareholders, no final year
end dividend will be paid this year. It is intended that dividends will
be declared in respect of the Ordinary and 'B' Shares as and when a
number of further realisations have been achieved.
Share buybacks
In the initial 5-year period of each share class, the Company operates a
policy of buying in its own shares that become available in the market
subject to regulatory restrictions and other factors such as
availability of liquid funds. Any such purchases are undertaken at a
price approximately equal to NAV i.e. at a nil discount. There were no
shares purchased in the year to 31 March 2015.
Now that the Ordinary Share and 'B' Share pools have commenced
realisations to return funds to Shareholders, the Company will no longer
undertake any further share buybacks in respect of the Ordinary Shares,
'A' Shares, 'B' Shares and 'C' Shares. The Board believes it is fairer
to all Shareholders to distribute proceeds from the investment
realisations to all Ordinary, 'A', 'B' and 'C' Shareholders by way of
dividends, rather than setting aside sums to fund share buybacks.
Proposed Merger
As Shareholders will now be aware, the Company has put forward proposals
to merge with three other VCTs also managed by Downing; Downing Planned
Exit 2011 VCT, Downing Planned Exit 6 VCT and Downing Planned Exit 7
VCT.
Shareholders should note that under the proposals there will be no
change to the existing planned exit strategy of each share pool and the
programme for realisations and return of capital to Shareholders will
proceed as originally envisaged. The proposed merger will however
significantly increase the size of the Company allowing pro rata running
costs to be reduced and will also provide some additional flexibility in
securing exits from investments. Full details of the proposals are
included in the Circular and Securities Note sent recently to
Shareholders.
The estimated costs of this four-way merger are GBP400,000. Downing LLP
has agreed to bear 50% of the costs and 100% of any costs in excess of
GBP420,000.
Should the proposals be approved by the Shareholders of each Company at
the final meetings on 20 July 2015, the Company will acquire the assets
of the three other VCTs by creating new separate share classes. The
Company will also change its name to "Downing FOUR VCT plc".
Annual General Meeting
The Company's sixth AGM will be held at Fifth floor, Ergon House,
Horseferry Road, London, SW1P 2AL at 11.30 a.m. on 29 September 2015.
One item of special business is proposed: a special resolution to renew
the authority to allow the Company to make market purchases of its
shares.
Outlook
The Company will next report on the six month period ending 30 September
2015. At that time I expect to be reporting on the enlarged Company
following the completion of the proposed merger.
Over the coming months the process of realising investments in the
Ordinary and 'B' Share pools will continue. In respect of both pools,
the Manager is hopeful that the Company will be in a position to pay an
initial return of capital dividend to 'B' Shareholders as well as a
further, and possibly final, dividend to Ordinary Shareholders.
We expect there to be a busy few months for your Company, and I look
forward to reporting developments in the Half Yearly Report.
Lord Flight
Chairman
INVESTMENT MANAGER'S REPORT - ORDINARY SHARE POOL
Introduction
The Ordinary Share pool held 15 Venture Capital investments at the year
end and continues to be effectively fully invested.
Net asset value and results
The net asset value ("NAV") per Ordinary Share at 31 March 2015 stood at
53.8p and NAV per 'A' Share at 0.1p, an increase of 4.1p for a combined
holding of one Ordinary Share and one 'A' Share (after adjusting for
dividends paid in the year). Total Return (combined NAV plus cumulative
dividends) stood at 126.9p for a holding of one Ordinary Share and one
'A' Share, after taking account of an estimated performance incentive
fee of 7.0p.
The return on ordinary activities after taxation for the year was
GBP431,000 (2014: GBP499,000), comprising a revenue return of
GBP1,032,000 (2014: GBP351,000) and a capital loss of GBP601,000 (2014:
GBP148,000).
Venture Capital investments
Investment activity
At 31 March 2015, the pool held a Venture Capital portfolio with a total
valuation of GBP5,568,000, comprising 15 investments, spread across a
number of sectors. During the year, the share pool made one short term
follow-on investment of GBP4,000 into Camandale Limited. 3 sales
generated proceeds of GBP2.2 million.
Atlantic Dogstar Limited owned two pubs in London: The Dogstar in
Brixton and The Clapton Hart in Clapton. Westow House Limited owned the
Westow House, a pub in Crystal Palace, London. East Dulwich Tavern
Limited owns a London pub of the same name. In January, all three
companies were sold and proceeds of GBP2,150,000 were received, along
with special dividends paid as part of the sale totalling GBP746,000.
This was a successful exit generating absolute returns of GBP1.5 million
against cost.
Portfolio valuation
The majority of the investments within the Ordinary Share portfolio
performed well throughout the year, however one significant value
reduction resulted in a net valuation decrease of GBP482,000 being
recognized at the year end.
A reduction of GBP13,000 was made in the value of Camandale Limited, the
owner of The Riverbank pub in Kilmarnock, Scotland. A reduction in the
asking price for the site was made in order to achieve a sale.
An offer has been received for Chapel Street Food and Beverage Limited
and Chapel Street Services Limited which implies a total increase in the
value of both companies of GBP40,000.
Future Biogas (SF) Limited, the owner and operator of a biogas plant in
Norfolk, has not performed in line with initial expectations and while
the issues have now been resolved, performance to date is notably below
plan. This has resulted in a decrease in the valuation of GBP449,000.
A reduction of GBP9,000 was made in the value of Kilmarnock Monkey Bar
Limited, the owner of The Monkey Bar in Kilmarnock, Scotland.
Mosaic Spa and Health Clubs Limited, owns and manages two health clubs:
The Shrewsbury Club, in Shrewsbury; and Holmer Park, in Hereford. It
also provides gym and spa management services to hotels, universities
and corporate clients. Both Holmer Park and The Shrewsbury Club have
underperformed throughout the period against budget and the value has
been reduced by GBP18,000.
Redmed Limited owns a nightclub and a restaurant/cocktail bar in Lincoln
city centre. Trade in the city has proved increasingly difficult,
causing a fall in sales. The valuation was decreased by GBP51,000.
Slopingtactic Limited, the owner of the Lamb and Lion freehold pub in
York, has demonstrated good performance in the year and the value has
been increased by GBP16,000. This investment was fully exited in April
2015.
Structured products
The Ordinary Share pool no longer holds any structured products.
Outlook
The Ordinary Share pool has commenced the realisation process and has
paid out a return of capital dividend during the year. There is further
work required to exit the remainder of the portfolio at full value in
order to provide Shareholders with the greatest possible return. We
hope to be in a position to make another significant distribution to
Shareholders later this year.
Downing LLP
Portfolio of investments
The following investments were held at 31 March 2015:
Valuation
Movement % of
Cost Valuation in year portfolio
GBP'000 GBP'000 GBP'000
Venture Capital investments
Domestic Solar Limited 1,000 1,120 - 19.9%
Redmed Limited 850 1,044 (51) 18.5%
Future Biogas (SF) Limited* 1,009 688 (449) 12.2%
Quadrate Spa Limited* 635 635 - 11.3%
Quadrate Catering Limited 577 629 - 11.2%
The 3D Pub Company Limited* 627 549 - 9.8%
Ecossol Limited 500 425 - 7.5%
Mosaic Spa and Health Clubs
Limited* 250 193 (18) 3.4%
Slopingtactic Limited 102 118 16 2.1%
Fenkle Street LLP** 58 58 - 1.0%
Chapel Street Food and Beverage
Limited 75 39 20 0.7%
Chapel Street Services Limited 75 39 20 0.7%
Camandale Limited* 274 16 (12) 0.3%
Kilmarnock Monkey Bar Limited** 22 13 (9) 0.2%
Chapel Street Hotel Limited** 3 2 1 0.0%
6,057 5,568 (482) 98.8%
Cash at bank and in hand 65 12.%
Total investments 5,633 100.0%
* partially qualifying investment
** non-qualifying investment
All Venture Capital investments are incorporated in England and Wales.
Investment movements for the year ended 31 March 2015
ADDITIONS
GBP'000
Venture Capital investments
Camandale Limited 4
AEW Pubs No. 2 Limited -
Westow House No. 2 Limited -
East Dulwich Tavern No. 2 Limited -
4
DISPOSALS
Realised
Valuation Profit/ gain/
Cost at* 31/03/14 Proceeds (loss) vs. cost (loss)
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Venture
Capital
investments
Sales
Westow House
Limited 405 636 284 (121) (352)
Westow House
No. 2 Limited - - - - -
Atlantic
Dogstar
Limited 585 1,015 1,380 795 365
AEW Pubs No. 2
Limited - - 165 165 165
East Dulwich
Tavern
Limited 459 546 321 (138) (225)
East Dulwich
Tavern No. 2
Limited - - - - -
Loan stock
redemption
Redmed Limited 64 64 64 - -
1,513 2,261 2,214 701 (47)
* adjusted for purchases during the year
Prior to the disposal of Westow House Limited, Atlantic Dogstar Limited
and East Dulwich Tavern Limited, a reorganisation took place and Westow
House No. 2 Limited, AEW Pubs No. 2 Limited and East Dulwich Tavern No.
2 Limited were established. As part of the disposal transactions
special dividends were paid to the Company from all six entities
totalling GBP746,000.
INVESTMENT MANAGER'S REPORT- 'B' SHARE POOL
Introduction
The 'B' Share pool held 21 Venture Capital investments at the year end
and continues to be fully invested. Whilst the majority of investments
performed well in the period, this was offset by a significant write
down in one investment resulting in a net decrease in value of
GBP487,000.
Net asset value and results
The NAV per 'B' Share at 31 March 2015 stood at 70.2p and per 'C' Share
at 0.1p, a rise of 0.4p for a combined holding of one 'B' Share and one
'C' Share over the year after adjusting for dividends. Total Return
(combined NAV plus cumulative dividends) stood at 100.0p for a combined
holding, after taking account of and estimated performance incentive fee
of 2.8p.
The return on ordinary activities after taxation for the year was
GBP82,000 (2014: GBP472,000), comprising a revenue return of GBP687,000
(2014: GBP480,000) and a capital loss of GBP605,000 (2014: GBP8,000).
Venture Capital investments
Investment activity
At 31 March 2015, the 'B' Share pool held a Venture Capital portfolio
with a valuation of GBP13.7 million comprising investments in 21
companies. During the year, the Company made two new short term
investments, totalling GBP2.4 million. This was partially funded by
proceeds from divestments of GBP150,000.
A short term loan of GBP2.4 million was made to UK Solar Hartwell LLP,
to fund the construction of an 18.3 MWp solar plant in Northamptonshire.
The investment is expected to be repaid in the next few months and
generates a yield of 12.0 % per annum.
A further GBP11,000 was invested in Camandale Limited.
The two pubs owned by Ridgeway Pub Company Limited were sold in March,
raising proceeds of GBP150,000.
Portfolio valuation
Progress continues to be made on the majority of the 'B' Share
investments with several valuation uplifts. Unfortunately the gains made
were more than offset by the write downs, most notably on one investment,
Future Biogas (Reepham Road) Limited. Details of valuation movements are
below.
Alpha Schools Limited, the independent primary school operator, has
performed to plan and an increase of GBP71,000 has been made to the
valuation.
A GBP16,000 increase in the value of Antelope Pub Limited was made in
the period following continued good performance. The company owns and
operates a pub of the same name in Tooting, South London.
A reduction of GBP31,000 was made in the value of Camandale Limited, the
owner of The Riverbank pub in Kilmarnock, Scotland. A reduction in the
asking price for the site was made in order to achieve a sale.
Future Biogas (Reepham Road) Limited, the owner and operator of a biogas
plant in Norfolk, has not performed in line with initial expectations
and while the issues have now been resolved, performance to date is
notably below plan. This has resulted in a decrease in the valuation of
GBP632,000.
The valuation of Liverpool Nurseries (Holdings) Limited, which operates
nurseries in Liverpool, was increased by GBP15,000, based on the
preferred bid in the current sales process.
Mosaic Spa and Health Clubs Limited, owns and manages two health clubs:
The Shrewsbury Club, in Shrewsbury; and Holmer Park, in Hereford. It
also provides gym and spa management services to hotels, universities
and corporate clients. Both Holmer Park and The Shrewsbury Club have
underperformed throughout the period against budget and the value has
been reduced by GBP50,000.
A reduction of GBP24,000 was made in the value of Kilmarnock Monkey Bar
Limited, the owner of The Monkey Bar in Kilmarnock, Scotland.
Continued good yields from the solar arrays owned by Progressive
Energies Limited, a domestic solar installer and operator, supported an
increase in valuation of GBP41,000.
At 31 March 2015, the valuation of Slopingtactic Limited was increased
by GBP43,000. The company is the owner and operator of the Lamb and Lion
freehold public house in York. The business has performed consistently
ahead of projections. This investment was fully exited in in April 2015.
Structured Products
The remaining structured products were realised during the year,
generating proceeds of GBP2.6 million. This represented a profit on
cost of GBP428,000 and an uplift of GBP40,000 over the March 2014
valuation. The B share pool no longer holds any structured products.
The 'B' Share pool is now looking to realise its investments at full
value in order to return funds to Shareholders. This process may take
some time, but we believe that there are reasonable prospects for
further growth as we continue to seek realisations. Although the
general economic outlook has become a little more positive in recent
months, continued close monitoring and support of the investments
remains essential.
Downing LLP
Portfolio of investments
The following investments were held at 31 March 2015:
Valuation
movement % of
Cost Valuation in year portfolio
GBP'000 GBP'000 GBP'000
Venture Capital investments
UK Solar (Hartwell) LLP 2,400 2,400 - 17.1%
Future Biogas (Reepham Road)
Limited 1,662 1,030 (632) 7.3%
Quadrate Spa Limited* 954 954 - 6.8%
Quadrate Catering Limited 850 926 - 6.6%
Kidspace Adventures Holdings
Limited 750 896 - 6.4%
Domestic Solar Limited 800 896 - 6.4%
Antelope Pub Limited 750 885 16 6.3%
Alpha Schools Holdings Limited 733 876 71 6.2%
Liverpool Nurseries (Holdings)
Limited 870 787 15 5.6%
Green Electricity Generation
Limited 500 605 - 4.3%
West Tower Property Limited 500 500 - 3.5%
Westcountry Solar Solutions
Limited 500 500 - 3.5%
Mosaic Spa and Health Clubs
Limited* 600 443 (50) 3.2%
Ecossol Limited 500 425 - 3.0%
Avon Solar Energy Limited 420 420 - 3.0%
Progressive Energies Limited 340 381 41 2.7%
Slopingtactic Limited 277 320 43 2.3%
Commercial Street Hotel
Limited** 185 185 - 1.3%
Fenkle Street LLP** 154 154 - 1.1%
Camandale Limited* 743 44 (31) 0.3%
Kilmarnock Monkey Bar Limited** 60 36 (24) 0.3%
14,548 13,663 (551) 97.2%
Cash at bank and in hand 392 2.8%
Total investments 14,055 100.0%
* partially qualifying investment
** non-qualifying investment
All Venture Capital investments are incorporated in England and Wales.
Investment movements for the year ended 31 March 2015
ADDITIONS
GBP'000
Venture Capital investments
UK Solar (Hartwell) LLP 2,400
Camandale Limited 10
2,410
DISPOSALS
Valuation* Profit Realised
Cost at 31/3/14 Proceeds vs. cost gain/(loss)
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Structured Product
investments
Barclays 5Y
Synthetic Zero 1,003 1,365 1,380 377 15
UBS 7.3% Defensive
Worst Of Auto
Call 251 265 268 17 3
HSBC 5.67%
Defensive Worst Of
Auto Call 952 962 984 32 22
2,206 2,592 2,632 428 40
Venture Capital
investments
Ridgeway Pub
Company Limited 136 126 150 14 24
2,342 2,716 2,782 442 64
* adjusted for purchases during the year
INVESTMENT MANAGER'S REPORT- 'D' SHARE POOL
Introduction
To date, the 'D' Share pool has invested GBP5.2 million in 14 Venture
Capital investments and GBP1.4 million in 4 Structured Product
investments.
The pool began the year with GBP3.0 million of venture capital
investments and ended the period with GBP4.9 million. Structured Product
investments were GBP2.4 million at the start of the year and ended at
GBP1.5 million. Three Structured Product investments matured in the
period.
Net asset value and results
The net asset value ("NAV") per 'D' Share at 31 March 2015 stood at
80.7p an increase of 2.7p or 3.2% after adjusting for the dividend paid
in the year. Total Return stands at 95.7p per share compared to initial
cost to Shareholders, net of income tax relief, of 70.0p per share.
The profit on ordinary activities after taxation for the year was
GBP204,000 (2014: GBP26,000), comprising a revenue profit of GBP120,000
(2014: GBP34,000) and a capital gain of GBP84,000 (2014: loss of
GBP8,000).
Venture Capital investments
Investment activity
During the year, four new investments totalling GBP1.8 million were made,
as well as one further investment of GBP65,000 into Vulcan Renewables
Limited.
GBP294,000 was invested in Grasshopper 2007 Limited, a company which
owns and operates a pub in Kent and also trades as a restaurant and
wedding venue.
In July 2014, GBP500,000 was invested in Lambridge Solar Limited. The
company has built a ground mounted solar farm in Lincolnshire. The
systems will qualify for Renewable Obligations Certificates ("ROCs").
GBP500,000 was invested into Merlin Renewables Limited in October 2014.
The company has built an anaerobic digestion plant in Norfolk. The plant
will qualify for government backed subsidies as it produces gas and
supplies it to the national gas grid.
GBP485,000 was invested in Nightjar Sustainable Power Limited, a company
developing a hydroelectric power station in Argyll, Scotland.
Portfolio valuation
The majority of investments were held at valuations equal to cost at the
year end. However, some valuation adjustments have been made with a net
unrealised value increase of GBP25,000.
Vulcan Renewables Limited, which has built and operates a biogas plant
in Doncaster, has performed to plan, and an increase of GBP126,000 has
been made to the valuation.
Pearce & Saunders Limited owns three south London pubs; Jam Circus in
Brockley, Eltham GPO in Eltham, and the Wallington Arms in Wallington.
All three sites have underperformed, leading to a decrease in valuation
of GBP84,000.
A reduction in value of GBP17,000 was made in Fubar Stirling Limited,
which owns and manages Fubar nightclub in Stirling, Scotland.
Structured Products
Three structured products were realised during the year, generating
proceeds of GBP963,000. This represented a profit on cost of GBP60,000
and an uplift of GBP21,000 over the March 2014 valuation. Three of the
four remaining structured products, are expected to mature in August
this year, with proceeds of GBP980,500, leaving GBP557,000 value in the
last structured product, which is expected to mature in April 2017.
Outlook
The 'D' share pool is now fully invested and qualifying. Despite some
minor setbacks, the venture capital portfolio is performing in line with
expectations. Further investments will be made as the remaining
structured products mature.
Downing LLP
REVIEW OF INVESTMENTS - 'D' SHARE POOL
Portfolio of investments
The following investments were held at 31 March 2015:
Valuation
movement % of
Cost Valuation in year portfolio
GBP'000 GBP'000 GBP'000
Structured Product investments
HSBC 5.4% Dual Index Synthetic
Zero 501 557 32 8.7%
Goldman Sachs 8.5% Defensive
Worst Of Auto Call 351 398 27 6.2%
Credit Suisse 7% Defensive
Worst Of Auto Call 251 276 15 4.3%
HSBC 7.1% Defensive Worst Of
Auto Call 251 274 15 4.3%
1,354 1,505 89 23.5%
Venture Capital investments
Vulcan Renewables Limited 653 779 126 12.2%
Tor Solar PV Limited 640 640 - 10.0%
Goonhilly Earth Station Limited 570 570 - 8.9%
Lambridge Solar Limited 500 500 - 7.8%
Merlin Renewables Limited 500 500 - 7.8%
Nightjar Sustainable Power
Limited 485 485 - 7.6%
Fubar Stirling Limited 358 341 (17) 5.3%
Grasshopper 2007 Limited 294 294 - 4.6%
City Falkirk Limited 562 275 - 4.3%
Fresh Green Power Limited 200 200 - 3.1%
Pearce and Saunders Limited* 280 196 (84) 3.1%
Green Energy Production UK
Limited 100 100 - 1.6%
Cheers Dumbarton Limited 64 22 - 0.3%
Lochrise Limited 17 - - 0.0%
5,223 4,902 25 76.5%
6,577 6,407 114 100.0%
Cash at bank and in hand - 0.0%
Total investments 6,407 100.0%
* partially qualifying investment
All Venture Capital investments are incorporated in England and Wales.
Investment movements for the year ended 31 March 2015
ADDITIONS
GBP'000
Venture Capital investments
Lambridge Solar Limited 500
Merlin Renewables Limited 500
Nightjar Sustainable Power Limited 485
Grasshopper 2007 Limited 294
Vulcan Renewables Limited 65
1,844
* partially qualifying investment
DISPOSALS
Valuation* Profit Realised
Cost at 31/3/14 Proceeds vs. cost gain
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Structured Product
investments
UBS 7.3% Defensive
Worst Of Auto Call 251 265 268 17 3
Barclays 7.75%
Defensive
Worst-Of-Auto-Call 401 424 431 30 7
HSBC 5.67% Defensive
Worst-Of-Auto-Call 251 253 264 13 11
903 942 963 60 21
* adjusted for purchases during the year
Directors' responsibilities
The Directors are responsible for preparing the Report of the Directors,
the Directors' Remuneration Report and the financial statements in
accordance with applicable law and regulations. They are also
responsible for ensuring that the Annual Report includes information
required by the Listing Rules of the Financial Conduct Authority.
Company law requires the Directors to prepare financial statements for
each financial year. Under that law, the Directors have elected to
prepare the financial statements in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom accounting
standards and applicable law). Under company law, the Directors must not
approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Company and of
the profit or loss of the Company for that period.
In preparing these financial statements the Directors are required to:
*select suitable accounting policies and then apply them consistently;
*make judgments and accounting estimates that are reasonable and
prudent;
*state whether applicable UK accounting standards have been followed,
subject to any material departures disclosed and explained in the
financial statements; and
*prepare the financial statements on the going concern basis unless it
is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records
that are sufficient to show and explain the Company's transactions, to
disclose with reasonable accuracy at any time the financial position of
the Company and to enable them to ensure that the financial statements
comply with the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking reasonable
steps for the prevention and detection of fraud and other
irregularities.
In addition, each of the Directors considers that the Annual Report,
taken as a whole, is fair, balanced and understandable and provides the
information necessary for Shareholders to assess the Company's
performance, business model and strategy.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the United Kingdom governing the preparation and
dissemination of the financial statements and other information included
in the annual reports may differ from legislation in other
jurisdictions.
Directors' statement pursuant to the Disclosure Rules and Transparency
Rules
Each of the Directors confirms that, to the best of each person's
knowledge:
*the financial statements, which have been prepared in accordance with
UK Generally Accepted Accounting Practice, give a true and fair view of
the assets, liabilities, financial position and profit or loss of the
Company; and
*the management report included within the Report of the Directors,
Chairman's Statement, Investment Manager's Report, and Review of
Investments includes a fair review of the development and performance of
the business and the position of the company together with a description
of the principal risks and uncertainties that it faces.
By order of the Board
Grant Whitehouse
Secretary of Downing Structured Opportunities VCT 1 plc
INCOME STATEMENT
for the year ended 31 March 2015
Year ended 31 March 2015 Year ended 31 March 2014
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Income 2,680 - 2,680 1,705 - 1,705
Net (loss)/gain
on
investments - (881) (881) - 383 383
2,680 (881) 1,799
1,705 383 2,088
Investment
management
fees (240) (240) (480) (250) (250) (500)
Other expenses (345) (1) (346) (367) (1) (368)
Return/(loss) on
ordinary
activities
before tax 2,095 (1,122) 973 1,088 132 1,220
Tax on ordinary
activities (256) - (256) (223) - (223)
Return/(loss)
attributable to
equity
shareholders 1,839 (1,122) 717 865 132 997
Basic and
diluted return
per share:
Ordinary Share 10.0p (5.8p) 4.2p 3.4p 1.4p 4.8p
'A' Share - - - - - -
'B' Share 3.4p (3.0p) 0.4p 2.4p 0.0p 2.4p
'C' Share - - - - - -
'D' Share 1.5p 1.1p 2.6p 0.4p (0.1p) 0.3p
All Revenue and Capital items in the above statement derive from
continuing operations. The total column within the Income Statement
represents the profit and loss account of the Company. No operations
were acquired or discontinued during the year.
A Statement of Total Recognised Gains and Losses has not been prepared
as all gains and losses are recognised in the Income Statement noted
above.
Other than revaluation movements arising on investments held at fair
value through profit and loss, there were no differences between the
return as stated above and historical cost.
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
Year ended 31 March 2015 2014
Ordinary 'B' 'D'
Share pool Share pool Share pool Total Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Opening
Shareholders'
funds 9,499 16,415 6,540 32,454 34,756
Purchase of own
shares - - - - (97)
Dividends paid (4,375) (2,488) (393) (7,256) (3,202)
Total return
for the year 431 82 204 717 997
Closing
Shareholders'
funds 5,555 14,009 6,351 25,915 32,454
INCOME STATEMENT (analysed by share pool)
for the year ended 31 March 2015
Ordinary Share pool Year ended 31 March 2015 Year ended 31 March 2014
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Income 1,258 - 1,258 644 - 644
Net (loss)/gain on
investments - (529) (529) - 225 225
1,258 (529) 729 644 225 869
Investment management
fees (72) (71) (143) (76) (76) (152)
Other expenses (93) (1) (94) (127) (1) (128)
Return/(loss) on
ordinary activities
before tax 1,093 (601) 492 441 148 589
Tax on ordinary
activities (61) - (61) (90) - (90)
Return/(loss)
attributable to
equity shareholders 1,032 (601) 431 351 148 499
'B' Share pool Year ended 31 March 2015 Year ended 31 March 2014
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Income 1,149 - 1,149 904 - 904
Net (loss)/gain
on investments - (487) (487) - 117 117
1,149 (487) 662 904 117 1,021
Investment
management
fees (118) (118) (236) (125) (125) (250)
Other expenses (177) - (177) (171) - (171)
Return/(loss) on
ordinary
activities
before tax 854 (605) 249 608 (8) 600
Tax on ordinary
activities (167) - (167) (128) - (128)
Return/(loss)
attributable to
equity
shareholders 687 (605) 82 480 (8) 472
'D' Share pool Year ended 31 March 2015 Year ended 31 March 2014
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Income 273 - 273 157 - 157
Net gain on
investments - 135 135 - 41 41
273 135 408 157 41 198
Investment
management
fees (50) (51) (101) (49) (49) (98)
Other expenses (75) - (75) (69) - (69)
Return/(loss) on
ordinary
activities
before tax 148 84 232 39 (8) 31
Tax on ordinary
activities (28) - (28) (5) - (5)
Return/(loss)
attributable to
equity
shareholders 120 84 204 34 (8) 26
BALANCE SHEET
as at 31 March 2015
2015 2014
Ordinary 'B' 'D' Ordinary 'B' 'D'
Share Share Share Share Share Share
pool pool pool Total pool pool pool Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Fixed assets
Investments 5,568 13,663 6,407 25,638 8,307 14,522 5,391 28,220
Current assets
Debtors 65 280 87 432 137 124 337 598
Cash at bank and
in hand 65 392 - 457 1,245 2,083 892 4,220
130 672 87 889 1,382 2,207 1,229 4,818
Creditors: amounts
falling due within
one year (143) (326) (143) (612) (190) (314) (80) (584)
Net current assets (13) 346 (56) 277 1,192 1,893 1,149 4,234
Net assets 5,555 14,009 6,351 25,915 9,499 16,415 6,540 32,454
Capital and
reserves
Called up
Ordinary/'B'/'D'
Share capital 10 20 8 38 10 20 8 38
Called up 'A'/'C'
Share capital 16 30 - 46 16 30 - 46
Capital redemption
reserve 5 - - 5 5 - - 5
Special reserve 166 13,676 7,053 20,895 4,113 15,540 7,437 27,090
Share premium
account 2,794 - - 2,794 2,794 - - 2,794
Revaluation
reserve (490) (886) (168) (1,544) 743 43 (243) 543
Capital reserve -
realised 2,381 740 (621) 2,500 1,148 344 (641) 851
Revenue reserve 673 429 79 1,181 670 438 (21) 1,087
Total equity
shareholders'
funds 5,555 14,009 6,351 25,915 9,499 16,415 6,540 32,454
Basic and diluted net asset
value per:
Ordinary Share/'B' 53.8p 70.2p 80.7p 92.2p 82.3p 83.0p
Share/'D' Share
'A' Share/'C' 0.1p 0.1p - 0.1p 0.1p -
Share
CASH FLOW STATEMENT
for the year ended 31 March 2015
Year ended 31 March 2015 Year ended 31 March 2014
Ordinary 'B' 'D' Ordinary 'B' 'D'
Share Share Share Share Share Share
pool pool pool Total pool pool pool Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Net cash
inflow/(outflow)
from operating
activities 1,075 552 93 1,720 352 473 (54) 771
Taxation
Corporation tax paid (90) (127) (5) (222) (86) (26) - (112)
Capital expenditure
Purchase of
investments (4) (2,410) (1,844) (4,258) (100) (1,389) (3,135) (4,624)
Proceeds from
disposal of
investments 2,214 2,782 963 5,959 1,641 3,480 1,686 6,807
Movements in deposit
held for purchase of
investments - - 294 294 - - (294) (294)
Net cash
inflow/(outflow) from
capital expenditure 2,210 372 (587) 1,995 1,541 2,091 (1,743) 1,889
Equity dividends paid (4,375) (2,488) (393) (7,256) (1,811) (997) (394) (3,202)
Net cash (outflow)/inflow
before financing (1,180) (1,691) (892) (3,763) (4) 1,541 (2,191) (654)
Financing
Proceeds from 'D' Share
issue - - - - - - - -
Share issue costs - - - - - - - -
Purchase of own
shares - - - - (67) (22) (9) (98)
Net cash (outflow)/inflow
from financing - - - - (67) (22) (9) (98)
(Decrease)/increase
in cash 16 (1,180) (1,691) (892) (3,763) (71) 1,519 (2,200) (752)
NOTES TO THE ACCOUNTS
for the year ended 31 March 2015
1. Accounting policies
Basis of accounting
The Company has prepared its financial statements under UK Generally
Accepted Accounting Practice ("UK GAAP") and in accordance with the
Statement of Recommended Practice "Financial Statements of Investment
Trust Companies and Venture Capital Trusts" revised January 2009
("SORP").
The financial statements are prepared under the historical cost
convention except for certain financial instruments measured at fair
value.
The Company implements new Financial Reporting Standards ("FRS") issued
by the Financial Reporting Council when required.
Presentation of Income Statement
In order to better reflect the activities of a Venture Capital Trust,
and in accordance with the SORP, supplementary information which
analyses the Income Statement between items of a revenue and capital
nature has been presented alongside the Income Statement. The revenue
return is the measure the Directors believe appropriate in assessing the
Company's compliance with certain requirements set out in Part 6 of the
Income Tax Act 2007.
Investments
All investments are designated as "fair value through profit or loss"
assets due to investments being managed and performance evaluated on a
fair value basis. A financial asset is designated within this category
if it is both acquired and managed on a fair value basis, with a view to
selling after a period of time, in accordance with the Company's
documented investment policy. The fair value of an investment upon
acquisition is deemed to be cost. Thereafter investments are measured at
fair value in accordance with the International Private Equity and
Venture Capital Valuation Guidelines ("IPEV") together with FRS 26.
Structured Product investments are measured using bid prices in
accordance with the IPEV.
For unquoted investments, fair value is established by using the IPEV
guidelines. The valuation methodologies for unquoted entities used by
the IPEV to ascertain the fair value of an investment are as follows:
* Price of recent investment;
* Multiples;
* Net assets;
* Discounted cash flows or earnings (of underlying business);
* Discounted cash flows (from the investment); and
* Industry valuation benchmarks.
The methodology applied takes account of the nature, facts and
circumstances of the individual investment and uses reasonable data,
market inputs, assumptions and estimates in order to ascertain fair
value.
Gains and losses arising from changes in fair value are included in the
Income Statement for the year as a capital item and transaction costs on
acquisition or disposal of the investment are expensed. Where an
investee company has gone into receivership or liquidation, or
administration (where there is little likelihood of recovery), the loss
on the investment, although not physically disposed of, is treated as
being realised.
It is not the Company's policy to exercise significant influence over
investee companies. Therefore, the results of these companies are not
incorporated into the Income Statement except to the extent of any
income accrued. This is in accordance with the SORP that does not
require portfolio investments to be accounted for using the equity
method of accounting.
Income
Dividend income from investments is recognised when the Shareholders'
rights to receive payment has been established, normally the ex-dividend
date.
Interest income is accrued on a time apportionment basis, by reference
to the principal sum outstanding and at the effective rate applicable
and only where there is reasonable certainty of collection in the
foreseeable future.
Expenses
All expenses are accounted for on an accruals basis. In respect of the
analysis between revenue and capital items presented within the Income
Statement, all expenses have been presented as revenue items except as
follows:
Expenses which are incidental to the disposal of an investment are
deducted from the disposal proceeds of the investment.
Expenses are split and presented partly as capital items where a
connection with the maintenance or enhancement of the value of the
investments held can be demonstrated. The Company has adopted a policy
of charging 50% of the investment management fees to the revenue account
and 50% to the capital account to reflect the Board's estimated split of
investment returns which will be achieved by the company over the long
term.
Expenses and liabilities not specific to a share class are generally
allocated pro rata to the net assets.
Taxation
The tax effects on different items in the Income Statement are allocated
between capital and revenue on the same basis as the particular item to
which they relate, using the Company's effective rate of tax for the
accounting period.
Due to the Company's status as a Venture Capital Trust, and the
continued intention to meet the conditions required to comply with Part
6 of the Income Tax Act 2007, no provision for taxation is required in
respect of any realised or unrealised appreciation of the Company's
investments which arises.
Deferred taxation, which is not discounted, is provided in full on
timing differences that result in an obligation at the balance sheet
date to pay more tax, or a right to pay less tax, at a future date, at
rates expected to apply when they crystallise based on current tax rates
and law. Timing differences arise from the inclusion of items of income
and expenditure in taxation computations in periods different from those
in which they are included in the accounts.
Other debtors and other creditors
Other debtors (including accrued income and loan notes other than those
held as part of the investment portfolio) and other creditors are
included within the accounts at amortised cost.
Issue costs
Issue costs in relation to the shares issued for each share class have
been deducted from the share premium account for the relevant share
class.
2. Basic and diluted return per share
Weighted average number Revenue Capital
of shares in issue Return/(loss) gain/(loss)
Return per share is
calculated on the
following: GBP'000 GBP'000
Year ended
31 March Ordinary
2015 Shares 10,288,157 1,032 (602)
'A' Shares 15,506,488 - -
'B' Shares 19,911,070 687 (605)
'C' Shares 29,926,070 - -
'D' Shares 7,877,527 120 84
Year ended
31 March Ordinary
2014 Shares 10,329,656 351 148
'A' Shares 15,532,691 - -
'B' Shares 19,933,528 480 (8)
'C' Shares 29,926,070 - -
'D' Shares 7,747,890 34 (8)
As the Company has not issued any convertible securities or share
options, there is no dilutive effect on return per Ordinary Share, 'A'
Share, 'B' Share, 'C' Share or 'D' Share. The return per share disclosed
therefore represents both the basic and diluted return per Ordinary
Share, 'A' Share, 'B' Share, 'C' Share or 'D' Share.
3. Basic and diluted net asset value per share
2015 2014
Net asset value Net asset value
Pence per Pence per
Shares in issue share GBP'000 share GBP'000
2015 2014
Ordinary
Shares 10,288,157 10,288,157 53.8 5,545 92.2 9,484
'A'
Shares 15,506,488 15,506,488 0.1 10 0.1 15
'B'
Shares 19,911,070 19,911,070 70.2 13,989 82.3 16,385
'C'
Shares 29,926,070 29,926,070 0.1 20 0.1 30
'D'
Shares 7,877,527 7,877,527 80.7 6,351 83.0 6,540
Net assets per Balance Sheet 25,915 32,454
As the Company has not issued any convertible shares or share options,
there is no dilutive net asset value per Ordinary Share, per 'A' Share,
per 'B' Share, per 'C' Share or per 'D' Share. The net asset value per
share disclosed therefore represents both the basic and diluted net
asset value per Ordinary Share, per 'A' Share, per 'B' Share, per 'C'
Share and per 'D' Share.
4. Principal risks
The Company's investment activities expose the Company to a number of
risks associated with financial instruments and the sectors in which the
Company invests. The principal financial risks arising from the
Company's operations are:
*Investment risks,
*Credit risk; and
*Liquidity risk.
The Board regularly reviews these risks and the policies in place for
managing them. There have been no significant changes to the nature of
the risks that the Company is exposed to over the year and there have
also been no significant changes to the policies for managing those
risks during the year.
The risk management policies used by the Company in respect of the
principal financial risks and a review of the financial instruments held
at the year end are provided below:
Investment risks
As a VCT, the Company is exposed to investment risks in the form of
potential losses and gains that may arise on the investments it holds in
accordance with its investment policy. The management of these market
risks is a fundamental part of investment activities undertaken by the
Investment Manager and overseen by the Board. The Manager monitors
investments through regular contact with management of investee
companies, regular review of management accounts and other financial
information and attendance at investee company board meetings. This
enables the Manager to manage the investment risk in respect of
individual investments. Investment risk is also mitigated by holding a
diversified portfolio spread across various business sectors and asset
classes.
The key market risks to which the Company is exposed are:
*Investment price risk; and
*Interest rate risk.
Investment price risk
Investment price risk arises from uncertainty about the future prices
and valuations of financial instruments held in accordance with the
Company's investment objectives. It represents the potential loss that
the Company might suffer through market price movements in respect of
Structured Products and also changes in the fair value of unquoted
investments that it holds.
At 31 March 2015, the Structured Product portfolio was valued at
GBP1,505,000.
The fair values of Structured Products are influenced primarily by
changes in the FTSE 100 Index.
Interest rate risk
The Company accepts exposure to interest rate risk on floating-rate
financial assets through the effect of changes in prevailing interest
rates. The Company receives interest on its cash deposits at a rate
agreed with its bankers. Investments in loan stock attract interest
predominately at fixed rates. A summary of the interest rate profile of
the Company's investments is shown below.
There are three categories in respect of interest which are attributable
to the financial instruments held by the Company as follows:
*"Fixed rate" assets represent investments with predetermined yield
targets and comprise certain loan note investments and preference
shares.
*"Floating rate" assets predominantly bear interest at rates linked to
Bank of England base rate or LIBOR and comprise cash at bank and
liquidity fund investments and certain loan note investments.
*"No interest rate" assets do not attract interest and comprise equity
investments, certain loan note investments, Structured Products, loans
and receivables (excluding cash at bank) and other financial
liabilities.
Credit risk
Credit risk is the risk that a counterparty to a financial instrument is
unable to discharge a commitment to the Company made under that
instrument. The Company is exposed to credit risk through its holdings
of loan stock in investee companies, cash deposits, debtors and
Structured Products. Credit risk relating to loan stock investee
companies is considered to be part of market risk.
The Manager manages credit risk in respect of loan stock with a similar
approach as described under Investment risks above. Investments in
Structured Products are managed so as to limit exposure to any one
counterparty and taking into account the credit rating of the
counterparty. Similarly, the management of credit risk associated
interest, dividends and other receivables is covered within the
investment management procedures.
Cash is mainly held by Bank of Scotland plc and Royal Bank of Scotland
plc, both of which are A-rated financial institutions and both also
ultimately part-owned by the UK Government. Consequently, the Directors
consider that the credit risk associated with cash deposits is low.
There have been no changes in fair value during the year that are
directly attributable to changes in credit risk.
Liquidity risk
Liquidity risk is the risk that the Company encounters difficulties in
meeting obligations associated with its financial liabilities. Liquidity
risk may also arise from either the inability to sell financial
instruments when required at their fair values or from the inability to
generate cash inflows as required.
As the Company has a relatively low level of creditors, being GBP611,000
(2014: GBP584,000), and has no borrowings, the Board believes that the
Company's exposure to liquidity risk is low. Also, some quoted
investments held by the Company are considered to be readily realisable.
The Company always holds sufficient levels of funds as cash and readily
realisable investments in order to meet expenses and other cash outflows
as they arise. For these reasons, the Board believes that the Company's
exposure to liquidity risk is minimal. The Company's liquidity risk is
managed by the Investment Manager in line with guidance agreed with the
Board and is reviewed by the Board at regular intervals.
ANNOUNCEMENT BASED ON AUDITED ACCOUNTS
The financial information set out in this announcement does not
constitute the Company's statutory financial statements in accordance
with section 434 Companies Act 2006 for the year ended 31 March 2015,
but has been extracted from the statutory financial statements for the
year ended 31 March 2015 which were approved by the Board of Directors
on 10 July 2015 and will be delivered to the Registrar of Companies. The
Independent Auditor's Report on those financial statements was
unqualified and did not contain any emphasis of matter nor statements
under s 498(2) and (3) of the Companies Act 2006.
The statutory accounts for the year ended 31 March 2014 have been
delivered to the Registrar of Companies and received an Independent
Auditors report which was unqualified and did not contain any emphasis
of matter nor statements under s 498(2) and (3) of the Companies Act
2006.
A copy of the full annual report and financial statements for the year
ended 31 March 2015 will be printed and posted to shareholders shortly.
Copies will also be available to the public at the registered office of
the Company at Fifth floor, Ergon House, Horseferry Road, London, SW1P
2AL and will be available for download from www.downing.co.uk.
This announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Downing Structured Opportunities VCT 1 PLC via Globenewswire
HUG#1936938
1 Year Down. 4 Dso Ord Chart |
1 Month Down. 4 Dso Ord Chart |
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions
