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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Downing Plan 5 | LSE:DPV5 | London | Ordinary Share | GB00B0S5PZ69 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 6.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
TIDMDPV5 Downing Planned Exit VCT 5 plc Half Yearly Report for the six months ended 31 May 2010 PERFORMANCE SUMMARY 31 May 2010 30 Nov 31 May 2009 2009 pence pence pence Net asset value per Ordinary Share 38.3 87.4 89.4 Cumulative distributions per Ordinary Share 56.0 6.0 6.0 -------------- -------- ------- Total return per Ordinary Share 94.3 93.4 95.4 CHAIRMAN'S STATEMENT I present my report for the six months ended 31 May 2010. Change of name Following Shareholder approval at the AGM on 10 May 2010, the Company changed its name to "Downing Planned Exit VCT 5 plc". The new name better describes the Company's objectives and differentiates it from other Downing funds with different strategies. Portfolio review Shareholders will be aware that the Company's objective is to seek to return funds to Shareholders within approximately five years from April 2006, being the date that the Company's fundraising closed. The Company has been continuing to work on realising its investment portfolio although there are a number of reasonably large investments which are not yet at a stage where exits are possible on acceptable terms. A number of realisations were achieved in the period generating proceeds of GBP1.7 million, although many of these were from investments that were undertaken as short-term non-qualifying investments for the purpose of producing extra investment income for the Company. Two of the major remaining investments are Coast Constructors Limited and Aminghurst Limited. Aminghurst Limited owns a plot of land in South Devon which is being built by Coast Constructors Limited into apartments and a resort. The project has undergone some significant changes to the originals plan, requiring revised planning permission and a refinancing. This has pushed back the anticipated completion date which is now expected to be in approximately 12 months' time. As part of the refinancing, your Company made a further investment of GBP169,000 in the period and is committed to a further short-term investment in the coming months. Despite this departure from the original plan, the project is now making good progress and the manager is optimistic that a satisfactory outcome from both Coast Constructors Limited and Aminghurst Limited will ultimately be achieved. West Tower Holdings Limited is similar in that its original plan has been substantially revised. The Company owns two venues in Lancashire, which have recently been converted into a dedicated wedding venue and a Marco Pierre White restaurant respectively. Both venues are in the process of establishing themselves which should allow an exit at approximately original cost in due course. The Company holds investments in Hoole Hall Spa and Leisure Limited and Hoole Hall Country Club Holdings Limited. Both companies operate facilities at the site of a hotel in Chester, which has now been awarded the "Doubletree by Hilton" badge. This rebranding is helping to increase occupancy at the hotel, which, in turn is supporting the development of the leisure, banqueting and wedding venue businesses. The manager anticipates that exits are likely to be achieved through refinancing within the next 12 months. Heyford Contracting (North) Limited is progressing satisfactorily and is in the process of competing a residential development near Northampton. Since the end of the period under review, it has been able to return GBP537,000 by redeeming part of the loan stock investment. Heyford Contracting (South) Limited has been undertaking two commercial office development contracts. In one case, although the build is well advanced, further work in needed by the developer to achieve sales. As a result, there is currently some uncertainty as to when realisation of the investment might be achieved. In reviewing the valuation of the investments at the period end, the directors have made one adjustment from the previous carrying value. As a result of the good progress made in implementing the company's revised plan, a provision which had been made previously against the investment in Aminghurst was released producing an uplift of GBP186,000. The Board are satisfied that all other investments remain fairly valued at their previous valuations. Net Asset Value and results At 31 May 2010, the Net Asset Value per share ("NAV") of the Company stood at 38.3p, an increase of 0.9p (1.0%) since the previous year end of 30 November 2009 (after adjusting for the total dividends of 50p per share paid during the period). Total return (NAV plus cumulative dividend paid to date) now stands at 94.3p. Shareholders should note that no provision has been made for performance incentives which could be payable as described in note 8. The profit on ordinary activities after taxation for the period was GBP182,000 comprising a revenue loss of GBP4000 and a capital gain of GBP186,000. Share buybacks In view of the fact that the Company is now in the process of unwinding its portfolio and returning proceeds to Shareholders, the Board is keen to see that all investment proceeds are distributed across the whole Shareholder base and that funds utilised for share buybacks at this stage in the Company's life are minimal. However, in order to provide some support for forced sellers, the Board will from time to time consider making market purchases of its own shares, any such purchases are likely to be undertaken at a substantial discount to the NAV. The Board envisages that all Shareholders, other than those who may consider themselves to be forced sellers, will continue to hold their shares and receive the dividends from the Company which are expected to be paid as further investment realisations are achieved as this effectively ensures that they exit from the investment at NAV rather than suffering a discount. No share buy backs were made in the six months to 31 May 2010. Risk and uncertainties Under the Disclosure and Transparency Directive, the Board is required in the Company's half year results, to report on principal risks and uncertainties facing the Company over the remainder of the financial year. The Board has concluded that the key risks facing the Company over the remainder of the financial period are as follows: (i) investment risk associated with investing in small and immature businesses; and (ii) failure to maintain approval as a VCT. In order to make VCT-qualifying investments, the Company has to invest in small businesses which are often immature. The Investment Manager follows a rigorous process in vetting and careful structuring of new investments, including taking a charge over the assets of the business wherever possible, and, after an investment is made, closely monitoring the business. The Board is satisfied that this approach reduces the investment risk as far as reasonably possible. The Company's compliance with the VCT regulations is continually monitored by the Administration Manager, who reports regularly to the Board on the current position. The Company also retains PricewaterhouseCoopers to provide regular reviews and advice in this area. The Board considers that this approach reduces the risk of a breach of the VCT regulations to a minimal level. Outlook Economic conditions are clearly not ideal for a company seeking to realise an unquoted investment portfolio at full value and in a timely manner. Having said that, the Board is satisfied with the manager's progress and is pleased to note that clear exit routes are now visible for most of the remaining investments. The Board had hoped that the Company would be in a position to pay a further dividend to investors later this calendar year. In view of the additional short-term investment that will be needed in Coastal Constructors, the next dividend might now not be paid until the first quarter of 2011, with later in 2011 being a realistic target for the return of the majority of the remaining funds to Shareholders. Hugh Gillespie Chairman UNAUDITED INCOME STATEMENT for the six months ended 31 May 2010 Six months ended 31 May 2010 Revenue Capital Total GBP'000 GBP'000 GBP'000 Income 131 - 131 Losses on investments - 186 186 --------- --------- ------ 131 186 317 Investment management fees (61) - (61) Other expenses (72) - (72) --------- --------- ------ Return on ordinary activities before taxation (2) 186 184 Taxation (2) - (2) --------- --------- ------ Return attributable to equity shareholders (4) 186 182 Return per share (0.1p) 0.9p 0.8p Six months ended Year ended 31 May 2009 30 November 2009 Revenue Capital Total Total GBP'000 GBP'000 GBP'000 GBP'000 Income 468 - 468 887 Losses on investments - (1,020) (1,020) (1,657) --------- --------- --------- -------- 468 (1,020) (552) 770 Investment management fees (101) - (101) (195) Other expenses (82) - (82) (162) --------- --------- --------- -------- Return on ordinary activities before 285 (1,020) (735) (1,127) taxation Taxation (85) - (85) (158) --------- --------- --------- -------- Return attributable to equity shareholders 200 (1,020) (820) (1,285) Return per share 0.9p (4.8p) (3.9p) (6.1p) A Statement of Total Recognised Gains and Losses has not been prepared as all gains and losses are recognised in the Income Statement as noted above. UNAUDITED SUMMARISED BALANCE SHEET as at 31 May 2010 31 May 2010 31 May 2009 30 Nov 2009 GBP'000 GBP'000 GBP'000 Fixed assets Investments 8,071 19,094 9,392 Current assets Debtors 88 117 205 Cash at bank and in hand 37 79 8,993 ------------- ------------- ------------ 125 196 9,198 Creditors: amounts falling due within one (121) (256) (185) year ------------- ------------- ------------ Net assets less current liabilities 8,075 19,034 18,405 Creditors: amounts falling due after more than one year (21) (21) (21) ------------- ------------- ------------ Net assets 8,054 19,013 18,384 Capital and reserves Called up share capital 210 213 210 Capital redemption reserve 7 4 7 Special reserve 9,785 19,936 19,772 Capital reserve - realised 2 (60) 3 Investment holding losses (1,937) (1,424) (2,124) Revenue reserve (13) 344 516 ------------- ------------- ------------ Equity shareholders' funds 8,054 19,013 18,384 Net asset value per share 38.3p 89.4p 87.4p RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS 31 May 2010 31 May 2009 30 Nov 2009 GBP'000 GBP'000 GBP'000 Opening shareholders' funds 18,384 20,534 20,534 Purchase of own shares - (164) (328) Dividends paid (10,512) (538) (537) Total recognised (loss)/gain for the 182 (819) (1,285) period ------------- ------------- ------------ Closing shareholders' funds 8,054 19,013 18,384 UNAUDITED CASH FLOW STATEMENT for the six months ended 31 May 2010 31 May 2010 31 May 2009 30 Nov 2009 Note GBP'000 GBP'000 GBP'000 Cash inflow from operating activities and returns on 1 investments 117 372 487 ------------- ------------- ------------- Taxation Corporation tax paid (68) (132) (236) ------------- ------------- ------------- Capital expenditure Purchase of investments (170) (1,853) (4,066) Proceeds from disposal of 1,677 1,625 12,904 investments ------------- ------------- ------------- Net cash (outflow)/inflow from capital expenditure (1,507) (228) 8,838 ------------- ------------- ------------- Equity dividends paid (10,512) (538) (537) ------------- ------------- ------------- Net cash (outflow)/inflow (8,956) (526) 8,552 before financing Financing Shares repurchased - (164) (328) ------------- ------------- ------------- Net cash outflow from - (164) (328) financing ------------- ------------- ------------- Increase/(decrease) in cash 2 (8,956) (690) 8,224 Notes to the cash flow statement: 1 Cash inflow from operating activities and returns on investments Net (loss)/gain before 184 (185) (1,127) taxation (Gain)/ losses on (186) 450 1,657 investments Decrease/ (increase) in 117 70 (39) other debtors Increase/(decrease) in 2 37 (4) other creditors ------------- ------------- ------------- Net cash inflow from 117 372 487 operating activities 2 Analysis of net funds Beginning of period 8,993 769 769 Net cash (outflow)/inflow (8,956) (690) 8,224 ------------- ------------- ------------- End of period 37 79 8,993 SUMMARY OF INVESTMENT PORTFOLIO as at 31 May 2010 Unrealised % of gain/(loss) portfolio Cost Valuation in the period by value Venture Capital Investments GBP'000 GBP'000 GBP'000 GBP'000 VCT Qualifying West Tower Holdings Limited 1,750 1,750 - 21.6% Heyford Contracting (South) Limited 1,500 1,350 - 16.6% Hoole Hall Spa and Leisure Club Limited 1,000 1,000 - 12.3% Heyford Contracting (North) Limited 1,038 990 - 12.2% Hoole Hall Country Club Holdings 10.8% Limited 875 875 - Future Films Production Services 4.6% Limited 373 373 - Coast Constructors Limited (Formerly Richstone Contracting Limited) 1,119 169 - 2.1% ----------------------------------------- 7,655 6,507 - 80.2% ----------------------------------------- Non VCT Qualifying Aminghurst Limited 993 993 186 12.2% Sanguine Hospitality Limited 243 243 - 3.0% Heyford Contracting (South) Limited 150 150 - 1.8% Chapel Street Hotel (2008) LLP 63 126 - 1.6% Vermont Developments Limited 902 50 - 0.6% Chapel Street Hotel Limited 2 2 - 0.0% ----------------------------------------- 2,353 1,564 186 19.2% ----------------------------------------- Total 10,008 8,071 186 99.4% Cash at bank 37 0.6% ----------- ---------- Total investments 8,108 100.0% SUMMARY OF INVESTMENT MOVEMENTS for the six months ended 31 May 2010 Additions GBP'000 VCT Qualifying investments Coast Constructor Limited (Formerly Richstone Contracting Limited) 169 Disposals Cost Proceeds Profit/(loss) GBP'000 GBP'000 GBP'000 VCT Qualifying investments Bowman Care Homes Limited 600 600 - East Dulwich tavern Limited 319 319 - Westow House Limited 281 281 - Atlantic Dogstar Limited 150 150 - Heyford Homes VCT Limited 150 150 - Hoi Polloi Pub Company Limited 100 100 - Future Films Production Services Limited 77 77 - Vermont Developments Limited 1 - - ------- ---------- ------------- 1,678 1,677 - NOTES TO THE UNAUDITED FINANCIAL STATEMENTS 1. The unaudited half yearly financial results cover the six months to 31 May 2010 and have been prepared in accordance with the accounting policies set out in the statutory accounts for the year ended 30 November 2008, which were prepared under UK Generally Accepted Accounting Practice ("UK GAAP") and in accordance with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies" revised December 2005 ("SORP"). 2. All revenue and capital items in the Income Statement derive from continuing operations. 3. The Company has only one class of business and derives its income from investments made in shares, securities and bank deposits. 4. The comparative figures were in respect of the six-month period ended 31 May 2009 and the year ended 30 November 2009 respectively. 5. Return per share for the period has been calculated on 21,024,816 shares, being the weighted average number of shares in issue during the period. 6. Dividends paid 31 May 2010 31 May 2009 30 Nov 2009 Revenue Capital Total Total Total GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Paid in period/year 2010 Interim - 8,410 8,410 - - (40p paid 1 March 2010) 2009 Final 525 1,577 2,102 (10p paid 6 January 2010) 2008 Final - - - 538 538 (2.5p paid 30 April 2009) --------------- --------- -------- -------------- ------------ 525 9,987 10,512 538 538 7. Reserves Capital Capital redemption Special reserve - Investment Revenue reserve reserve realised holding losses reserve Total GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 At 1 December 2009 7 19,772 3 (2,124) 516 18,174 Gains/(losses) on - - - 186 - 186 investments Dividends paid - (9,987) - - (525) (10,512) Share buybacks - - - - - - Retained revenue - - - - (4) (4) Transfer - - (1) 1 - - ----------------------------------------------------------------------- At 31 7 9,785 2 (1,937) (13) 7,844 May 2010 The Special Reserve is available to the Company to enable the purchase of its own shares in the market without affecting its ability to pay capital distributions. The Special Reserve and Revenue Reserve are both distributable reserves. 8. Contingent liability re. performance incentive fees The Company may be liable to pay performance incentive fees by way of additional interest on the loan notes issued to the Management Team and Directors. The amount of additional interest, if any, is dependent on the level of distributions made to Shareholders before 5 April 2012. The maximum amount payable under these arrangements is summarised as follows: (i) 10% of the net proceeds paid to Shareholders before 5 April 2010, and (ii) 5% of the net proceeds paid to Shareholders between 6 April 2010 and 5 April 2011, and (iii) 2.5% of the net proceeds paid to Shareholders between 6 April 2011 and 5 April 2012. No performance fee is payable unless Shareholders (who invested at the launch of the Company) have received proceeds of at least 80p per share and achieved a compound return on their investment in excess of 8% per annum. If the Company's assets and liabilities were realised at the current carrying values and the compound return and other targets met, the maximum level of performance fees payable would be approximately GBP1.5 million (equivalent to 7.1p per share). In view of the significant uncertainties as to what extent the targets will actually be met, the Directors are unable to make a reliable estimate of the performance fees (if any) that will ultimately be payable. Other than as described above, at 31 May 2010, the Company had no contingencies, guarantees or financial commitments. 9. The unaudited financial statements set out herein do not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985 and have not been delivered to the Registrar of Companies. 10. The Directors confirm that, to the best of their knowledge, the half-yearly financial statements have been prepared in accordance with the "Statement: Half-Yearly Financial Reports" issued by the UK Accounting Standards Board and the half-yearly financial report includes a fair review of the information required by: a. DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the year; and b. DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period, and any changes in the related party transactions described in the last annual report that could do so. 11. Copies of the half yearly report will be sent to Shareholders shortly. Further copies can be obtained from the Company's registered office or can be downloaded from www.downing.co.uk. [HUG#1435172] 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 5 PLC via Thomson Reuters ONE
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