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DPV5 Downing Plan 5

6.00
0.00 (0.00%)
10 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
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
0 0 N/A 0

Half-yearly report

30/07/2010 5:45pm

UK Regulatory



 
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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