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DPV9 Down. Plan 9

28.00
0.00 (0.00%)
17 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Down. Plan 9 LSE:DPV9 London Ordinary Share GB00B28C4Z43 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% 28.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

DOWNING PLANNED EXIT VCT 9 PLC : Final Results

25/04/2012 4:17pm

UK Regulatory



 
TIDMDPV9 
 
DOWNING PLANNED EXIT VCT 9 plc 
FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2011 
 
 
FINANCIAL HIGHLIGHTS 
 
                                                       31 Dec 2011   31 Dec 2010 
 
                                                             Pence         Pence 
 
Net asset value per Ordinary Share                            82.3          83.8 
 
Net asset value per 'A' Share                                  0.1           0.1 
 
Cumulative  distributions per  Ordinary Share  and 'A'         7.5           5.0 
Share 
                                                      ------------- ------------ 
Total return per Ordinary Share and 'A' Share                 89.9          88.9 
                                                      ------------- ------------ 
 
Dividend history 
                       Date paid                    Pence 
 Year end                                       per share 
 
 Final 2008            5 June 2009                    2.5 
 
 Final 2009            28 May 2010                    2.5 
 
 Final 2010            3 June 2011                    2.5 
                                              ------------ 
                                                      7.5 
                                              ------------ 
 
 
 Proposed 2011 Final   (Payable 29 June 2012)        2.5p 
 
 
CHAIRMAN'S STATEMENT 
Introduction 
I  am pleased to present  the Company's Annual Report  and Accounts for the year 
ended 31 December 2011. 
 
Portfolio activity 
As  expected, the Company has had a  relatively low level of investment activity 
during  the year. A small  number of loan stock  redemptions took place and some 
small new non-qualifying investments were made but the majority of the portfolio 
remained unchanged. 
 
Full  details of the portfolio activity are included in the Investment Manager's 
report. 
 
Investment valuations 
At  the year  end, the  Board has  reviewed the  investment valuations  with the 
Investment Manager and made four relatively small uplifts and one reduction from 
carrying values at the previous year-end. 
 
The  reduction in value is  in respect of The  Thames Club Limited. Shareholders 
will  recall that the health club underwent a major refurbishment soon after the 
investment  was made.  Although the  club is now fully  operational, the task of 
building  the membership  levels is  proving challenging  and is  running behind 
budget.  As a result the value has been reduced by  GBP270,000. 
 
Small  uplifts have been made  to Hoole Hall Country  Club Holdings, Hoole Hoole 
Spa  and Leisure Club, Cadbury  House Holdings and Crossco  (1145) which are all 
making satisfactory progress. 
 
All  other investments have been held at their previous carrying values. The net 
effect of the revaluations was that the portfolio incurred net unrealised losses 
for the year of  GBP155,000. 
 
Net Asset Value 
The  Net Asset  Value per  Ordinary Share  ("NAV") at  31 December 2011 stood at 
82.3p and  NAV per 'A'  Share at 0.1p. With  dividends paid to  date of 7.5p per 
Ordinary  Share, Total Return  (NAV plus cumulative  dividends) per Ordinary and 
'A' Shares was 89.9p per share. 
 
Results 
The  return on ordinary activities after taxation for the year was  GBP91,000 (2010 
loss:  GBP159,000) comprising a revenue profit of  GBP211,000 (2010 loss:  GBP35,000) and 
a capital loss of  GBP120,000 (2010:  GBP124,000). 
Dividends 
The  Board is proposing to pay a dividend of 2.5p per Ordinary Share (comprising 
2.0p revenue  and 0.5p capital) on 29 June  2012 to Shareholders on the register 
at the close of business on 1 June 2012. 
 
Share buybacks 
The  Company has operated  a policy, subject  to certain restrictions, of buying 
shares  that become  available in  the market  at a  price equivalent  to a 10% 
discount to the Company's most recently published NAV. 
 
No shares were purchased in the year for cancellation. 
 
A  special resolution  to continue  this policy  is proposed for the forthcoming 
AGM. 
 
Annual General Meeting 
The  Company's fourth  Annual General  Meeting ("AGM")  will be held at 10 Lower 
Grosvenor Place, London SW1W  0EN at 11:05 am on 26 June 2012. 
 
One  item of special business is proposed at the AGM in respect of the authority 
to buy in shares as noted above. 
 
Outlook 
The   Company's   target   is  to  start  returning  funds  to  Shareholders  in 
approximately   one   year's  time.  Most  portfolio  companies  are  performing 
satisfactorily,  although there are three  currently valued below original cost, 
where the chances of a full recovery in value are uncertain. 
 
The  most significant  challenge for  the Investment  Manager will  be achieving 
exits  from investments at the optimal time  and at acceptable prices. This task 
will  be made more difficult by the fact that ready availability of bank finance 
is  unlikely to return in  the near future. Despite  these concerns, the Company 
has the potential to produce a satisfactory final outcome for investors if given 
sufficient time to unwind its portfolio. 
 
Hugh Gillespie 
Chairman 
 
 
INVESTMENT MANAGER'S REPORT 
Introduction 
The  Company is now  fully invested and  performing reasonably in  line with its 
plan,  despite the challenging economic environment. Further investment activity 
is  limited to reinvesting proceeds from  divestments when short term investment 
opportunities arise. 
 
Investment activity 
The  Company began the  year with  GBP6.9m  of investments and  ended the year with 
 GBP6.8m  spread across a portfolio of  15 investments. During the year the Company 
made  further investments  totalling  GBP0.7m  which was  funded by  divestments of 
 GBP0.7m and a valuation decrease on existing investments of  GBP0.1m. 
 
Of  the four additions made during the  year, two were new investments;  GBP250,000 
was  invested in Snow Hill Developments LLP, which is refurbishing a building in 
Birmingham  into  a  224 bedroom  Holiday  Inn  Express.  The hotel is due to be 
completed in spring 2013. 
 
 GBP350,000  was invested in  Future Biogas (SF)  Limited which owns a 1.4MWh self- 
contained biogas plant in Norfolk. 
 
The  portfolio  returned  income  of   GBP495,000  in  the year and a net return of 
 GBP211,000  after  expenses  and  tax;  or  2.4p return per share. This profit was 
reduced  by a  GBP120,000 capital loss (or 1.4p per share) owing to the decrease in 
value  of one investment, which  was greater than the  increase in value on four 
other  investments, reflecting their improved trading performance. The resulting 
net  return  of  1.0p per  share  in  the  year reflects the improvements in the 
Company's maturing portfolio in the last year. 
 
The  Company expects the current portfolio to provide the core of its income and 
growth  in the  medium term  and will  therefore focus  on managing its existing 
investments  before seeking  to return  funds to  shareholders over the next two 
years. 
 
Portfolio valuation 
The   GBP0.1m decrease in the valuation of the portfolio during the year was driven 
by  an increase in value  to four investments and  a decrease in value to Thames 
Club  Limited. The increases were  GBP83,000  in Crossco (1135) Limited (trading as 
Kingsclere  Nurseries),  GBP13,000  in Cadbury  House Holdings  Limited,  GBP11,000 in 
Hoole  Hall  Country  Club  Holdings  Limited  and   GBP8,000 in Hoole Hall Spa and 
Leisure Club Limited. 
 
The  investment  in  Crossco  (1135)  Limited  was  made three years ago and the 
business  is now performing well. The  increase in value recognises the improved 
performance of the business. 
 
Cadbury  House, Hoole  Hall Country  Club and  Hoole Hall  Spa each  saw a small 
increase  in value  over the  year. The  increase in  value recognises  that the 
businesses  continue to perform  in line with  our expectations for  a full exit 
next year. 
 
The  investment in Thames Club Limited was written down by  GBP270k at the year end 
following  concerns that  the profits  of the  business are  behind the original 
business  plan. Whilst  membership numbers  at the  club are  higher than at the 
start of the year, and management are optimistic that the business will meet its 
2012 forecasts,  it is prudent to recognise a  reduction in the valuation at the 
year end. 
 
Outlook 
The  uncertain economic environment is expected to continue throughout 2012 with 
consumer  confidence unlikely  to improve  in the  short term.  The Company will 
continue  to focus on working closely with our investment partners to strengthen 
performance in order to secure optimal exits over the next two years. 
 
Downing Managers 9 Limited 
 
REVIEW OF INVESTMENTS 
 
Portfolio of investments 
The  following investments, all of which  are incorporated in England and Wales, 
were held at 31 December 2011: 
 
                                                             Valuation 
 
                                                             movement 
 
                                             Cost Valuation    in year      % of 
 
                                             GBP'000      GBP'000       GBP'000 portfolio 
 
 
 
Hoole Hall Country Club Holdings Limited**  1,094     1,161         11     16.4% 
 
Crossco   (1135)  Limited  t/a  Kingsclere    998     1,081         83     15.2% 
Nurseries 
 
Cadbury House Holdings Limited                700       763         13     10.8% 
 
West Tower Holdings Limited                 1,150       750          -     10.6% 
 
Horsham Bowl Limited **                       861       681          -      9.6% 
 
Hoole Hall Spa and Leisure Club Limited       562       613          8      8.7% 
 
The Thames Club Limited                     1,075       455      (270)      6.4% 
 
Kings Gap Group Limited*                      400       400          -      5.6% 
 
Future Biogas (SF) Limited*                   350       350          -      4.9% 
 
Snow Hill Developments LLP*                   250       250          -      3.5% 
 
Fenkle Street LLP*                             92        92          -      1.3% 
 
Sanguine Hospitality Limited*                  56        56          -      0.8% 
 
Chapel Street Food & Beverage Limited          50        50          -      0.7% 
 
Chapel Street Services Limited                250        50          -      0.7% 
 
Chapel Street Hotel Limited*                    2         2          -      0.0% 
                                          -------------------------------------- 
                                            7,690     6,754      (155)     95.2% 
                                          --------         ------------ 
 
Cash at bank and in hand                                344                 4.8% 
 
                                                 -----------          ---------- 
Total investments                                     7,098               100.0% 
                                                 -----------          ---------- 
 
Investment movements for the year ended 31 December 2011 
 
ADDITIONS 
                                  GBP'000 
 
 
 
 Future Biogas (SF) Limited*       350 
 
 Snow Hill Developments LLP*       250 
 
 Sanguine Hospitality Limited*     119 
 
 The Thames Club Limited            25 
                               -------- 
                                   744 
                               -------- 
 
DISPOSALS 
                                        MV at            Profit/ Realised 
                                     31/12/10          (loss) vs     gain 
                                Cost      *** Proceeds      cost  /(loss) 
 
Loan stock redemptions           GBP000      GBP000      GBP000       GBP000      GBP000 
 
 
 
Sanguine Hospitality Limited*    313      313      348        35       35 
 
Fenkle Street LLP*               308      308      308         -        - 
 
Bijou Wedding Venues Limited*    100      100      100         -        - 
 
Fenkle Street Developments LLP*   20       20       20         -        - 
                               ------------------------------------------ 
                                 741      741      776        35       35 
                               ------------------------------------------ 
 
*              non qualifying VCT investment 
**           partially non qualifying VCT investment 
***         adjusted for purchases during the year 
 
 
DIRECTORS' RESPONSIBILITIES STATEMENT 
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 Services 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 those 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 requirements 
of  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. 
 
The Directors are responsible for the maintenance and integrity of the corporate 
and  financial information included on the Manager's website. Legislation in the 
United  Kingdom  governing  the  preparation  and dissemination of the financial 
statements  and other  information included  in annual  reports may  differ from 
legislation in other jurisdictions. 
 
Statement as to disclosure of information to the Auditor 
The Directors in office at the date of the report have confirmed, as far as they 
are  aware, that there is no relevant  audit information of which the Auditor is 
unaware.  Each of the Directors has confirmed that they have taken all the steps 
that  they ought to have taken as Directors in order to make themselves aware of 
any relevant audit information and to establish that it has been communicated to 
the Auditor. 
 
By order of the Board 
 
Grant Whitehouse 
Secretary of Downing Planned Exit VCT 9 plc 
 
 
INCOME STATEMENT 
for the year ended 31 December 2011 
 
                               Year ended 31 December   Year ended 31 December 
                                        2011                     2010 
 
 
 
                                  Revenue Capital Total Revenue Capital   Total 
 
                                     GBP'000    GBP'000  GBP'000    GBP'000    GBP'000    GBP'000 
 
 
 
Income                                495       -   495     256       -     256 
 
 
 
Net loss on investments                 -   (120) (120)       -   (124)   (124) 
                             -------------------------------------------------- 
 
 
                                      495   (120)   375     256   (124)     132 
 
 
 
Investment management fees           (85)       -  (85)    (91)       -    (91) 
 
 
 
Other expenses                      (126)       - (126)   (198)       -   (198) 
                             -------------------------------------------------- 
 
 
(Loss)/return on ordinary 
activities before tax                 284   (120)   164    (33)   (124)   (157) 
 
 
 
Tax on ordinary activities           (73)       -  (73)     (2)       -     (2) 
                             -------------------------------------------------- 
 
 
(Loss)/return attributable to 
equity Shareholders                   211   (120)    91    (35)   (124)   (159) 
                             -------------------------------------------------- 
 
 
Basic and diluted (loss)/return per 
share: 
 
Ordinary Share                       2.4p  (1.4p)  1.0p  (0.4p)  (1.4p)  (1.8p) 
 
'A' Share                               -       -     -       -       -       - 
 
 
All  Revenue and  Capital items  in the  above statement  derive from continuing 
operations.  No operations  were acquired  or discontinued  during the year. The 
total  column within the Income Statement represents the profit and loss account 
of the Company. 
 
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/loss as 
stated above and historical cost. 
 
 
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS 
 
                                      Year ended    Year ended 
                                     31 December   31 December 
                                            2011          2010 
 
                                            GBP'000          GBP'000 
 
 
 
 Opening Shareholders' funds               7,265         7,641 
 
 Dividends paid                            (217)         (217) 
 
 Total profit/(loss)  for the year            91         (159) 
 
 
                                   ---------------------------- 
 Closing Shareholders' funds               7,139         7,265 
                                   ---------------------------- 
 
 
 
BALANCE SHEET 
as at 31 December 2011 
 
                                                           2011            2010 
 
                                                   GBP'000    GBP'000    GBP'000    GBP'000 
 
 Fixed assets 
 
 Investments 
 
                                                          6,754           6,906 
 
 Current assets 
 
 Debtors                                            196             113 
 
 Cash at bank and in hand                           344             316 
                                                ---------       --------- 
                                                    540             429 
 
 
 
 Creditors: amounts falling due within one year   (155)            (70) 
                                                ---------       --------- 
 
 
 Net current assets                                         385             359 
                                                        ---------       -------- 
 
 
 Net assets                                               7,139           7,265 
                                                        ---------       -------- 
 
 
 
 
 Capital and reserves 
 
 Called up Ordinary Share capital                             9               9 
 
 Called up 'A' Share capital                                 13              13 
 
 Deferred Share capital                                       3               3 
 
 Special reserve                                          7,817           8,034 
 
 Revaluation reserve                                      (936)           (781) 
 
 Capital reserve - realised                                  44               9 
 
 Revenue reserve                                            189            (22) 
                                                        ---------       -------- 
 
 
 Total equity Shareholders' funds                         7,139           7,265 
                                                        ---------       -------- 
 
 
 Basic and diluted net asset value per share 
 
 Ordinary Share                                           82.3p           83.8p 
 
 'A' Share                                                 0.1p            0.1p 
 
 
 
 
 
CASH FLOW STATEMENT 
for the year ended 31 December 2011 
 
                                                        Year      Year 
 
                                                       ended     ended 
 
                                                      31 Dec    31 Dec 
                                                        2011      2010 
 
                                                        GBP'000      GBP'000 
 
 
 
 Net cash inflow from operating activities               213         5 
 
 
 
 Taxation 
 
 Corporation tax paid                                      -      (82) 
 
 
 
 Capital expenditure 
 
 Purchase of investments                               (744)   (1,172) 
 
 Proceeds from disposal of investments                   776     1,055 
                                                    ------------------- 
 Net cash inflow/(outflow) from capital expenditure       32     (117) 
                                                    ------------------- 
 
 
 Equity dividends paid                                 (217)     (217) 
 
 
 
 Net cash inflow/(outflow) before financing               28     (411) 
 
 
 
 Financing 
 
 Purchase of own shares                                    -         - 
                                                    ------------------- 
 Net cash inflow from financing                            -         - 
                                                    ------------------- 
 
 
 Increase/decrease in cash                                28     (411) 
                                                    ------------------- 
 
 
 
 
 
NOTES TO THE ACCOUNTS 
for the year ended 31 December 2011 
 
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 the certain financial instruments measured  at fair value and on the 
basis that it is not necessary to prepare consolidated accounts. 
 
The  Company implements new Financial Reporting  Standards ("FRS") issued by the 
Accounting Standards Board 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  net revenue  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 FRS26. 
 
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,  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. 
 
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; and 
 
*  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  100% of  the 
investment manager's fees to the revenue account. 
 
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, other creditors and loan notes 
Other  debtors (including  accrued income),  other creditors  and loan notes are 
included within the accounts at amortised cost. 
 
 
 
 
2. Basis and diluted return per share 
                                                Weighted average Revenue Capital 
                                                       number of return/   gain/ 
                                                 shares in issue  (loss)  (loss) 
 
Return   per   share   is   calculated  on  the                     GBP'000    GBP'000 
following: 
 
Year ended 31 December 2011 Ordinary                   8,657,673     211   (120) 
                            Shares 
 
 
 
                            'A' Shares                12,986,507       -       - 
 
 
 
Year ended 31 December 2010 Ordinary                   8,657,673    (35)   (124) 
                            Shares 
 
 
 
                            'A' Shares                12,986,507       -       - 
 
 
 
As the Company has not issued any convertible securities or share options, there 
is no dilutive effect on return per Ordinary Share or 'A' Share.  The return per 
share  disclosed  therefore  represents  both  the  basic and diluted return per 
Ordinary Share and 'A' Share. 
 
3. Basic and diluted net asset value per share 
                                                  2011              2010 
                       Shares in issue       Net asset value   Net asset value 
 
                      2011         2010      Pence      GBP'000   Pence      GBP'000 
                                               per               per 
                                             share             share 
 
 
 
 Ordinary Shares   8,657,673    8,657,673     82.3     7,130    83.8     7,256 
 
 'A' Shares        12,986,507   12,986,507     0.1         9     0.1         9 
                                           ------------------------------------ 
                                              82.4     7,139    88.9     7,265 
                                           ------------------------------------ 
 
 
 
The  Directors allocate  the assets  and liabilities  of the Company between the 
Ordinary  Shares and 'A'  Shares such that  each share class  has sufficient net 
assets to represent its dividend and return of capital rights. 
 
As  the Company has not issued any convertible shares or share options, there is 
no  dilutive net asset value per Ordinary Share  or per 'A' Share. The Net Asset 
Value  per share disclosed  therefore represents both  the basic and diluted net 
asset value per Ordinary Share and per 'A' Share. 
 
4. Financial instruments and derivatives 
The  Company's  financial  instruments  comprise  investments held at fair value 
through  profit and  loss, being  equity and  loan stock investments in unquoted 
companies,  loans and receivables being cash deposits and short term debtors and 
financial  liabilities  being  creditors  arising  from its operations. The main 
purpose  of these financial instruments is  to generate cashflow and revenue and 
capital appreciation for the Company's operations. The Company has no gearing or 
other financial liabilities apart from short-term creditors and does not use any 
derivatives. 
 
The fair value of investments is determined using the detailed accounting policy 
as shown in note 1. 
 
Loans and receivables and other financial liabilities, as set out in the balance 
sheet,  are stated at amortised cost  which the Directors consider is equivalent 
to fair value. 
 
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: 
 
* Market risks 
* Credit risk 
* 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 have 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: 
 
Market risks 
As a VCT, the Company is exposed to market 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  though 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. 
Market  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: 
* Market price risk 
* Interest rate risk 
 
Market price risk 
Market 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 changes in the fair value of unquoted investments that it holds. 
 
At 31 December 2011, the unquoted portfolio was valued at  GBP6,754,000. 
 
As the larger proportion of the Company's unlisted investments are classified as 
'asset-backed',  it is believed that a fall in share prices generally would have 
a lesser impact on the valuation of the unlisted portfolio. 
 
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 four 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; 
"Variable  rate" asset represent investments with  interest rates linked to Bank 
of England base rate in accordance with loan agreements; 
"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; and 
"No   interest  rate"  assets  do  not  attract  interest  and  comprise  equity 
investments,  certain loan  note investments,  loans and  receivables (excluding 
cash at bank) and other financial liabilities. 
 
                                             Average Average period  2011  2010 
 
                                       interest rate until maturity  GBP'000  GBP'000 
 
 
 
Fixed rate                                     13.4%       874 days 5,034 5,550 
 
Variable rate                                  10.0%       195 days   261   261 
 
Floating rate                                   0.5%                  344   316 
 
No interest rate                                                    1,500 1,138 
                                                                   ------------ 
                                                                    7,139 7,265 
                                                                   ------------ 
 
The  Company monitors the level of income  received from fixed and floating rate 
assets  and, if appropriate, may make  adjustments to the allocation between the 
categories, in particular, should this be required to ensure compliance with the 
VCT regulations. 
 
It  is estimated that an  increase of 1% in interest  rates would have increased 
total return before taxation for the year by  GBP3,000. As the Bank of England base 
rate  stood at  0.5% per annum  throughout the  year, it  is not believed that a 
reduction from this level is likely. 
 
Credit risk 
Credit  risk is  the risk  that the  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 thought its holdings of loan stock in investee 
companies, investments in liquidity funds, cash deposits and debtors. 
 
The Company's financial assets that are exposed to credit risk are summarised as 
follows: 
 
                                   2011    2010 
 
                                   GBP'000    GBP'000 
 
 Investments in loan stocks       5,295   5,811 
 
 Cash and cash equivalents          344     316 
 
 Interest and other receivables     196     113 
                                ---------------- 
 
 
                                  5,835   6,240 
                                ---------------- 
 
 
 
The Manager manages credit risk in respect of loan stock with a similar approach 
as  described  under  "Market  risks"  above.  The  management  of  credit  risk 
associated  interest,  dividends  and  other  receivables  is covered within the 
investment  management  procedures.  The  level  of  security  is a key means of 
managing credit risk. 
 
Cash  is held by  Bank of Scotland  plc and Royal  Bank of Scotland plc, both of 
which  are A-rated financial institution 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 ( GBP155,000) and has no 
borrowings,  the Board believes that the Company's exposure to liquidity risk is 
low.  The Company always  holds sufficient levels  of funds as  cash 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. 
 
5. Related party transactions 
Downing  Managers 9 Limited ("DM9"), a wholly owned subsidiary, is the Company's 
Investment  Manager.   During  the  year  ended 31 December 2011,  GBP85,000 (2010: 
 GBP91,000)  was payable to DM9. Additionally, DM9 provides accounting, secretarial 
and  administrative services  for an  annual fee  of  GBP40,000 (plus an annual RPI 
increase)  per  annum.  During  the  year ended 31 December 2011,  GBP43,000 (2010: 
 GBP41,000) was due in respect of administration fees. At the year end a balance of 
 GBP33,000 (2010:  GBP27,000) was due to DM9. 
 
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 December 2011, but has been extracted 
from the statutory financial statements for the year ended 31 December 2011, 
which were approved by the Board of Directors on 25 April 2012 and will be 
delivered to the Registrar of Companies following the Company's Annual General 
Meeting.  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 December 2010 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 
December  2011 will be printed  and posted to  shareholders shortly. Copies will 
also  be available to the public at the  registered office of the Company at 10 
Lower  Grosvenor Place, London, SW1W 0EN and will be available for download from 
www.downing.co.uk. 
 
 
 
 
 
 
This announcement is distributed by Thomson Reuters on behalf of 
Thomson Reuters clients. The owner of this announcement warrants that: 
(i) the releases contained herein are protected by copyright and 
    other applicable laws; and 
(ii) they are solely responsible for the content, accuracy and 
     originality of the information contained therein. 
 
Source: DOWNING PLANNED EXIT VCT 9 PLC via Thomson Reuters ONE 
[HUG#1605975] 
 

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