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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Phoenix Vct'c' | LSE:PHXC | London | Ordinary Share | GB00B0672L99 | 'C' SHS 10P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 45.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:7998G Phoenix VCT PLC 27 July 2006 PHOENIX VCT PLC 27 July 2006 Financial Summary For the six months ended 30 April 2006 Ordinary Shares Ordinary Shares Ordinary Shares 30 April 2006 30 April 2005 31 October 2005 (restated)* (restated)* Net assets #11,547,000 #13,177,000 #10,942,000 Net profit/(loss) before tax #726,000 #1,047,000 (#773,000) Earnings/(loss) per share 6.5p 9.4p (6.9)p Net asset value per share 104.6p 118.2p 97.9p Dividends per share (proposed and paid) 1.0p 2.5p 6.5p Cumulative dividends 7.65p 2.65p 6.65p 'C' Shares 'C' Shares 'C' Shares 30 April 2006 30 April 2005 31 October 2005 (restated)* (restated)* Net assets #5,248,000 #2,691,000 #4,917,000 Net profit/(loss) before tax #307,000 (#2,000) (#43,000) Earnings/(loss) per share 6.5p (1.0)p (1.3)p Net asset value per share 100.1p 94.9p 94.2p Phoenix VCT plc ("Phoenix") or ("Company") is a Venture Capital Trust ("VCT"). The Investment Manager is Octopus Investments Limited ("Octopus"). The Company was launched in November 2002 and raised over #11.3 million (#10.8 million net of expenses) through an offer for subscription. The Company invests in AIM-quoted companies and aims to generate attractive long-term returns to shareholders. Phoenix raised more money in 2005 in the form of a 'C' Share issue (i.e. the issue for subscription of a new class of share referred to a "'C' shares"). In total, Phoenix raised #5.1 million (#5 million net of expenses) by the closing date of the offer on 30 June 2005. * Comparative figures have been extracted from the interim results for the period ended 30 April 2005 and the statutory accounts for the period ended 31 October 2005 and have been restated in accordance with FRS21 in respect of declared dividends and FRS26 in respect of the valuation of quoted investments and the treatment of investments as at fair value through profit and loss as disclosed in note 1. Chairman's statement I am pleased to be able to report good progress in both the Ordinary share portfolio and the 'C' share portfolio during the six-month period to 30 April 2006. Change in accounting standards Following the introduction of new UK Financial Reporting Standards, we are now required to value the investments held by Phoenix using the bid price for each holding. This compares with the previous accounting convention, used in our previous announcements of results for Phoenix, under which we had valued the investments using the mid-market price. The introduction of the new accounting standards has resulted in a net asset value at 30 April that is approximately 2.2p lower for Ordinary shares and 0.9p lower for 'C' shares than it would have been under previous accounting standards. Further details of this change and the effect of the restatement are explained in note 1 to the financial statements. In the interests of clarity, I will first discuss the performance of the Ordinary share portfolio, before moving on to discuss the 'C' share portfolio. Ordinary Share Portfolio At 30 April 2006, the Ordinary share portfolio was comprised of investments in 36 AIM-quoted companies with a total value of #9.74 million and was 84% (by net assets) invested in qualifying holdings at the end of the period under review. During the period, we sold, either partially or wholly, several holdings, generating a net realised profit of #138,000. Consequently, the Board proposes that an interim dividend of 1p per Ordinary share be paid on 7 September 2006 to shareholders on the register on 11 August 2006. This dividend will be paid out of capital reserves and will take the total tax-free dividends paid to shareholders to 7.65p per Ordinary share since the company's launch. Before providing for the proposed dividend, the Net Asset Value ("NAV") per Ordinary share increased by 6.7p (after restatement of prior period figures due to the accounting convention as discussed) to 104.6p during the period, notably as a result of good performance by a number of the holdings in the portfolio. The table below shows the movement in the NAV of the Ordinary shares and lists the dividends that have been paid since the launch of the fund. Period ended NAV Dividend NAV + cumulative dividends 31 October 2003 100.7p 0.15p 100.85p 30 April 2004 111.7p - 111.85p 31 October 2004 110.9p - 111.05p 30 April 2005 118.2p* 2.50p 120.85p 31 October 2005 97.9p* 4.00p 104.55p 30 April 2006 104.6p - 111.25p *restated NAV to reflect changes in accounting policies as set out in Note 1. At 30 April 2006, the share price was 97p. During the period, 436,652 Ordinary shares were bought back at an average price of 96.7p. In addition, 296,543 Ordinary shares were issued at a price of 106.1p. 'C' share Portfolio At 30 April 2006, the 'C' share portfolio contained investments in 16 AIM-quoted companies, with a total value of #1.78 million and was 33% (by net assets) invested in qualifying holdings at the end of the period under review. I am pleased to be able to report that the NAV rose by 5.9p (after restatement of prior period figures due to the accounting convention as discussed) to 100.1p during the period, driven by good performance from a number of the investments. The table below shows the movement in the NAV of the 'C' shares since the completion of the fundraising for this class of share. Period ended NAV 30 April 2005* 94.9p 31 October 2005* 94.2p 30 April 2006 100.1p *restated NAV to reflect changes in accounting policies as set out in Note 1. At this early stage of the development of the 'C' share portfolio, it is not appropriate to propose the payment of an interim dividend. At 30 April 2006, the price per 'C' share was 100p. During the period, 104,250 'C' shares were bought back at a price of 95p per share. In addition, 127,567 ' C' shares were issued at an average price of 99p. VCT status The Directors believe that the Company continues to comply with the conditions laid down by HM Revenue & Customs for maintaining its approval as a VCT. PricewaterhouseCoopers LLP has been retained by the Company to work closely with the Investment Manager to ensure that Phoenix continues to meet the criteria of a qualifying VCT. Outlook Since the end of the period the AIM market has been impacted by the volatility that has hit global financial markets. However, the recent downward movement in AIM has been led by the natural resources sector, which is a sector we do not invest in, and the performance of the holdings in Phoenix has been much better than the overall market. Going forward, the Investment Manager will continue to look for new investment opportunities and focus on established businesses with either a niche or proprietary product or service. Stephen Hazell-Smith Chairman 27 July 2006 Investment Manager's Review Personal Service At Octopus, we pride ourselves not only on our team's track record but also on our personalised customer service. We believe in open communication and our regular updates are designed to keep you involved and informed. If you have any questions about this review, or if it would help to speak to one of the fund managers, please do not hesitate to contact us on 020 7710 2800. The AIM Market The AIM market continued to increase in size in early 2006, reaching almost 1500 companies at 30 April 2006. However, many of the companies that took advantage of buoyant market conditions to float on AIM were overseas companies or were in sectors such as natural resources which we do not invest in. Our focus remains on investing in those businesses which we believe have the appropriate characteristics to generate attractive medium-term returns for shareholders. We have set out below a review of the Ordinary share portfolio, including details of our new investments and the portfolio's ten largest holdings, and then following this an equivalent review for the 'C' share portfolio. Review of Ordinary Share Portfolio As at 30 April 2006, the Ordinary share portfolio comprised investments in 36 companies, accounting for 84% of the Ordinary share portfolio by net assets. During the period, we disposed of two holdings: Armour Group and Air Music & Media Group, both of which were sold in early 2006 in order to reduce the portfolio's exposure to companies which are dependent on the level of consumer spending. In addition, we took advantage of share price appreciation to reduce our holdings in a further five companies: TRL Electronics, Sovereign Oilfield Group, Bond International Software, Zetar, and Tanfield Group. In total, we generated a net realised profit of #138,000 from the disposal of investments during the six-month period to 30 April 2006. Seven new investments were made during the period: Autoclenz Holdings plc Autoclenz, founded in 1990, is the UK's leading provider of valeting services to automotive retailers, auction houses, rental companies and car supermarkets. The company floated on AIM in December 2005, having previously been a subsidiary of Yule Catto, the chemical company. Clarity Commerce Solutions plc Clarity is a leading supplier of management software solutions for the entertainment, ticketing, hospitality, retail and leisure sectors. The company has won large contracts from companies such as Sodexho, the global catering company. Plethora Solutions Holdings plc Plethora is a speciality pharmaceutical company that is focused on the development of products that are targeted at a range of urological disorders. Jelf Group plc Jelf provides commercial insurance, healthcare cover and financial services to small-and medium-sized businesses. The company was founded in 1989 and floated on AIM during 2004. Phoenix participated in a #4 million fundraising in February 2006 at the time of Jelf's acquisition of Goss Group, an established independent insurance broking and financial services business with four regional offices. Ovum plc Ovum is a leading information, communication and technology research consultancy. The company acts as a source of industry data, knowledge and expertise on the commercial impact of technology, regulatory and market changes. This data is packaged into detailed research documents and distributed through a range of bespoke and tailored products. Current clients include IBM, BT, and Vodafone as well as Government bodies such as the Department of Trade and Industry. Invocas plc Invocas is the leading provider of personal insolvency solutions in Scotland with a 16% share of the Protected Trust Deed market. The company has been profitable and cash generative for the past seven years. Demand in Scotland for Protected Trust Deeds, which help individuals who are having difficulty servicing their debt, grew by 14% in 2005 and is expected to grow by 20% in 2006. Cohort plc Cohort was incorporated to acquire Systems Consultants Services (SCS), a UK based company providing training support and equipment trials to the defence sector. The market for technical services, outside of the recently privatised Government agency Qinetiq, is largely fragmented but has been consolidating. Cohort's strategy is to acquire complementary technical services companies and position them alongside the fast-growing SCS business. The combined book cost of these seven investments was #1.36 million and the market value at 30 April 2006 was #1.48 million. The Ordinary share portfolio is at an investment level of approximately 84% which is well above the HM Revenue & Customs requirement to remain at least 70% invested in VCT qualifying companies after the initial investment period of three years. A full list of the VCT qualifying investments is set out below. There were no non-qualifying investments as 30 April 2006. AIM quoted Qualifying Investments Book cost Valuation Unrealised at Bid Price gain/(loss) #'000 #'000 #'000 Tanfield Group plc 285 656 371 Cello Group plc 500 635 135 BBI Holdings plc 248 555 307 TRL Electronics plc 188 501 313 Staffline Recruitment Group plc 300 491 191 Media Square plc 303 458 155 Disperse Group plc 500 444 (56) Autoclenz Holdings plc 425 435 10 Augean plc 500 436 (64) Strategic Thought Group plc 194 409 215 Clarity Commerce Solutions plc 367 367 - Access Intelligence plc 500 375 (125) Concateno plc 500 350 (150) Bond International Software plc 120 348 228 Zetar plc 158 296 138 Real Good Food Company plc 500 274 (226) Sovereign Oilfield Group plc 140 265 125 SectorGuard plc 200 243 43 Brooks Macdonald Group plc 156 251 95 Top Ten Holdings plc 200 260 60 Tissue Science Laboratories plc 246 238 (8) Ovum plc 150 156 6 Cohort plc 135 156 21 Public Recruitment Group plc 500 132 (368) fountains plc 240 134 (106) Invocas Group plc 80 131 51 Abcam plc 89 129 40 Plethora Solutions Holdings plc 122 117 (5) Jelf Group plc 78 116 38 Inditherm plc 200 80 (120) Belgravium Technologies plc 67 80 13 Asfare Group plc 95 69 (26) 4Less Group plc 200 57 (143) Dawmed Systems plc 79 42 (37) Screen FX plc 244 33 (211) Bright Futures Group plc 125 21 (104) Total Qualifying Investments 8,934 9,740 806 Ten largest holdings in Ordinary share portfolio Tanfield Group plc Tanfield has a range of subsidiaries that are focused on providing zero emission vehicles and industrial products. Smith Electric Vehicles is one of the largest manufacturers of electric vehicles in the world with more than 500 customers operating both in the private and public sectors. Norquip is one of the world's leading providers of ground support equipment in the form of airport service vehicles and passenger transfer units. Another Tanfield division, Aerial Access, is a manufacturer of electrically powered aerial lifts and access platforms. Initial Investment December 2004 Cost (#'000) 285 Valuation at 30.04.06 (#'000) 656 Equity Held 1.11% Cello Group plc Cello Group was created as a vehicle to identify and acquire well-established media services companies operating in niche markets. In October 2004 the company raised #15 million to complete three acquisitions, provide working capital for further growth and to float on AIM. Since November 2004, Cello has successfully completed the acquisition of further companies. Initial Investment October 2004 Cost (#'000) 500 Valuation at 30.04.06 (#'000) 635 Equity Held 1.59% BBI Holdings plc BBI develops and manufactures diagnostic tests for the point of care market. The company derives income from the manufacture and supply of gold colloids, bespoke product development for third parties and the manufacture of diagnostic tests for industry partners. In April 2006, the company acquired Alchemy Laboratories Ltd, a Dundee based company with operations in similar fields to BBI. Initial Investment April 2004 Cost (#'000) 248 Valuation at 30.04.06 (#'000) 555 Equity Held 2.34% TRL Electronics plc TRL Electronics, a former division of Telematrix plc, floated on AIM in July 2004 at a price of 130p per share. The company is a specialist defence electronics group focused on the protection against terrorism and subversive threats, organised crime and drug trafficking. It designs and develops a range of intercept, surveillance, electronic warfare and communications products, which are supplied to military and Government security organisations around the world. In May 2006 the company received an agreed bid from L-3 Communications, a US company, at a price of 350p per share. Initial Investment July 2004 Cost (#'000) 188 Valuation at 30.04.06 (#'000) 501 Equity Held 0.58% Staffline Recruitment Group plc Staffline is a specialist supplier of blue collar contract staff to industry. It operates 21 branches throughout the UK and through "OnSite" operations located in customers' premises. The company also runs a division called Techsearch which specialises in temporary and permanent placements in the engineering, manufacturing, IT and technical sectors. Initial Investment December 2004 Cost (#'000) 300 Valuation at 30.04.06 (#'000) 491 Equity Held 1.77% Media Square plc Media Square is the holding company for a group of businesses engaged in a diverse range of marketing communications, retail marketing services, specialist advertising services and on-line advertising. Since it floated on AIM in 2000 the company has acquired more than 16 others and is now the fifth largest quoted marketing communications and marketing services business based in the UK. Initial Investment December 2003 Cost (#'000) 303 Valuation at 30.04.06 (#'000) 458 Equity Held 0.69% Disperse Group plc Disperse Group operates in the branded cosmetics industry and comprises several divisions. One of the divisions, Disperse Technology, owns patents associated with technology concerning the absorption of cosmetic and pharmaceutical creams and lotions into the skin. Disperse also owns Elizabeth French, a designer, importer and distributor of branded cosmetic products. In June 2005 Disperse acquired Woods of Windsor, an established operator in the premium quality toiletry and home fragrance market. Initial Investment July 2004 Cost (#'000) 500 Valuation at 30.04.06 (#'000) 444 Equity Held 3.25% Autoclenz Holdings plc Autoclenz is a leading provider of valet services to automotive retailers, car auction houses, car supermarkets and car rental companies in the UK. The company also provides specialist deep cleaning and decontamination services to rail companies, prisons and the police. Initial Investment December 2005 Cost (#'000) 425 Valuation at 30.04.06 (#'000) 435 Equity Held 3.22% Augean plc Augean was incorporated in September 2004 in order to acquire assets in the waste sector. The company raised a further #100 million on AIM in November 2004 to fund the purchase of two hazardous waste landfill sites: Atlantic Waste Holdings and Zero Waste Holdings. Over the last twelve months the company has acquired Proactive Waste Solutions and Credential Hazardous Waste, both of which are leading hazardous waste treatment operators. Initial Investment December 2004 Cost (#'000) 500 Valuation at 30.04.06 (#'000) 436 Equity Held 0.67% Strategic Thought Group plc Strategic Thought is a technology and services company specialising in risk management. The company's enterprise risk management system is used by a number of leading companies and organisations such as NASA, Boeing, and BAE Systems. The company also has a division which is focused on the provision of high quality solutions and consultancy associated with the IBM WebSphere family of products. The company floated on AIM in July 2005 after raising #3 million. Since then the company has won a number of significant new contracts. Initial Investment July 2005 Cost (#'000) 194 Valuation at 30.04.06 (#'000) 409 Equity Held 0.61% Review of 'C' share Portfolio At 30 April 2006, the 'C' share portfolio comprised investments in 16 companies, an increase of eight compared with the figure at 31 October 2005. The portfolio of investments in AIM quoted companies at the end of the period represented a total of 33% of the 'C' share fund by net assets, with the remainder being held in money market securities. This is in line with our expectations for the portfolio at this stage. We expect to make a number of further investments in AIM quoted companies in the coming months as we progress towards the HM Revenue & Customs requirement to invest 70% of the 'C' share fund in VCT qualifying investments by 31 October 2007. We did not dispose of any holdings over the period, although we did take advantage of an increase in the share price to reduce the holding in Sovereign Oilfield Services, which was sold at a 42% premium to the purchase price. Eight new investments were made during the period: Autoclenz Holdings plc Autoclenz, founded in 1990, is the UK's leading provider of valeting services to automotive retailers, auction houses, rental companies and car supermarkets. The company floated on AIM in December 2005, having previously been a subsidiary of Yule Catto, the chemical company. Clarity Commerce Solutions plc Clarity is a leading supplier of management software solutions for the entertainment, ticketing, hospitality, retail and leisure sectors. The company has won large contracts from companies such as Sodexho, the global catering company. Plethora Solutions Holdings plc Plethora is a speciality pharmaceutical company that is focused on the development of products that are targeted at a range of urological and sexual disorders. Jelf Group plc Jelf provides commercial insurance, healthcare cover and financial services to small-and medium-sized businesses. The company was founded in 1989 and floated on AIM during 2004. Phoenix participated in a #4 million fundraising in February 2006 at the time of Jelf's acquisition of Goss Group, an established independent insurance broking and financial services business with four regional offices. Ovum plc Ovum is a leading information, communication and technology research consultancy. The company acts as a source of industry data, knowledge and expertise on the commercial impact of technology, regulatory and market changes. This data is packaged into detailed research documents and distributed through a range of bespoke and tailored products. Current clients include IBM, BT, and Vodafone as well as Government bodies such as the Department of Trade and Industry. Invocas plc Invocas is the leading provider of personal insolvency solutions in Scotland with a 16% share of the Protected Trust Deed market. The company has been profitable and cash generative for the past seven years. Demand in Scotland for Protected Trust Deeds, which help individuals who are having difficulty servicing their debt, grew by 14% in 2005 and is expected to grow by 20% in 2006. Cohort plc Cohort was incorporated to acquire Systems Consultants Services (SCS), a UK based company providing training support and equipment trials to the defence sector. The market for technical services, outside of the recently privatised government agency Qinetiq, is largely fragmented but has been consolidating. Cohort's strategy is to acquire complementary technical services companies and position them alongside the fast-growing SCS business. BBI Holdings plc BBI develops and manufactures diagnostic tests for the point of care market. BBI has also established a healthcare division, the lead product of which is GlucoGel, a dextrose gel that is used by diabetics. BBI completed a #3 million fund raising in May 2006 in order to complete the acquisition of its main competitor, Alchemy. The combined book cost of these eight investments was #825,000 and the market value as at 30 April 2006 was #916,000. A full list of the 'C' share qualifying investments is set out below. There were no non-qualifying investments at 30 April 2006. AIM Listed Qualifying Investments Book cost Valuation Unrealised at Bid Price gain/(loss) #'000 #'000 #'000 Tanfield Group plc 160 184 24 Clarity Commerce Solutions plc 183 183 - Autoclenz Holdings plc 169 173 4 Disperse Group plc 160 160 - Strategic Thought Group plc 68 143 75 SectorGuard plc 100 121 21 Sovereign Oilfield Group plc 62 118 56 BBI Holdings plc 93 108 15 Ovum plc 94 97 3 Cohort plc 85 98 13 Invocas Group plc 50 82 32 Plethora Solutions Holdings plc 81 78 (3) InterQuest Group plc 75 72 (3) Jelf Group plc 51 76 25 Abcam plc 44 65 21 Belgravium Technologies plc 23 26 3 Total Qualifying Investments 1,498 1,784 286 Ten largest holdings in 'C' share Portfolio Tanfield Group plc Tanfield has a range of subsidiaries that are focused on providing zero emission vehicles and industrial products. Smith Electric Vehicles is one of the largest manufacturers of electric vehicles in the world with more than 500 customers operating both in the private and public sectors. Norquip is one of the world's leading providers of ground support equipment in the form of airport service vehicles and passenger transfer units. Another Tanfield division, Aerial Access, is a manufacturer of electrically powered aerial lifts and access platforms. Initial Investment May 2005 Cost (#'000) 160 Valuation at 30.04.06 (#'000) 184 Equity Held 0.31% Clarity Commerce Solutions plc Clarity Commerce's principal activities encompass system solutions, software tools for business management, marketing and decision support applications, and IT support services. The company has secured contracts with cinema operators, hotel and restaurant networks, bar operators, sport and leisure facilities and high street retailers. The #1.95 million raised through a placing in April 2006 will be used to acquire Matra Systems, a global software and solutions provider to the retail sector, and to provide further working capital. Initial Investment April 2006 Cost (#'000) 183 Valuation at 30.04.06 (#'000) 183 Equity Held 1.46% Autoclenz Holdings plc Autoclenz is a leading provider of valet services to automotive retailers, car auction houses, car supermarkets and car rental companies in the UK. The company also provides specialist deep cleaning and decontamination services to rail companies, prisons and the police. Initial Investment December 2005 Cost (#'000) 169 Valuation at 30.04.06 (#'000) 173 Equity Held 1.27% Disperse Group plc Disperse Group operates in the branded cosmetics industry and comprises several divisions. One of the divisions, Disperse Technology, owns patents associated with technology concerning the absorption of cosmetic and pharmaceutical creams and lotions into the skin. Disperse also owns Elizabeth French, a designer, importer and distributor of branded cosmetic products. In June 2005 Disperse acquired Woods of Windsor, an established operator in the premium quality toiletry and home fragrance market. Initial Investment June 2005 Cost (#'000) 160 Valuation at 30.04.06 (#'000) 160 Equity Held 1.17% Strategic Thought Group plc Strategic Thought is a technology and services company specialising in risk management. The company's enterprise risk management system is used by a number of leading companies and organisations such as NASA, Boeing, and BAE Systems. The company also has a division which is focused on the provision of high quality solutions and consultancy associated with the IBM WebSphere family of products. The company floated on AIM in July 2005 after raising #3 million. Since then the company has won a number of significant new contracts. Initial Investment July 2005 Cost (#'000) 68 Valuation at 30.04.06 (#'000) 143 Equity Held 0.21% SectorGuard plc Sectorguard operates in the security industry, providing businesses with manned guarding solutions, mobile patrols, key holding/alarm response and electronic security services. The company floated on AIM in March 2002 and raised additional funds in order to pursue further acquisitions in the manned guarding industry. Initial Investment August 2005 Cost (#'000) 100 Valuation at 30.04.06 (#'000) 121 Equity Held 0.92% Sovereign Oilfield Services plc Sovereign Oilfield Group is an Aberdeen-based oil services group. The company provides engineering, fabrication and drilling services to a number of oil and gas companies in the UK and internationally. In addition, the company offers high-technology solutions that can enhance the level of oil and gas drilling and production. Initial Investment September 2005 Cost (#'000) 62 Valuation at 30.04.06 (#'000) 118 Equity Held 0.27% BBI Holdings plc BBI develops and manufactures diagnostic tests for the point of care market. The company derives income from the manufacture and supply of gold colloids, bespoke product development for third parties and the manufacture of diagnostic tests for industry partners. In April 2006, the company acquired Alchemy Laboratories Ltd, a Dundee based company with operations in similar fields to BBI. Initial Investment December 2005 Cost (#'000) 93 Valuation at 30.04.06 (#'000) 108 Equity Held 0.45% Ovum plc Ovum is a leading information, communication and technology research consultancy. The company acts as a source of industry data, knowledge and expertise on the commercial impact of technology, regulatory and market changes. The data is packaged into detailed research documents and distributed through a range of bespoke and tailored products. The company floated on AIM in March 2006 having raised #7 million to fund product development and acquisitions. Initial Investment March 2005 Cost (#'000) 94 Valuation at 30.04.06 (#'000) 97 Equity Held 0.40% Cohort plc Cohort was incorporated to acquire Systems Consultants Services (SCS), a UK based company providing training support and equipment trials to the defence sector. The company's strategy is to acquire complementary technical services companies and position them side by side with the fast-growing SCS business. The company floated on AIM in February 2006 having raised #5 million. Initial Investment February 2006 Cost (#'000) 85 Valuation at 30.04.06 (#'000) 98 Equity Held 0.31% If you have any questions about the information set out in this review, please contact one of the team on 020 7710 2800. Profit and loss account for the six months to 30 April 2006 Ordinary Shares 'C' Shares Total #'000 #'000 #'000 Gain on disposal of investments held at fair 138 6 144 value Unrealised gain on fair value of investments 712 248 960 Investment income 92 143 235 Investment management fees (133) (59) (192) Other expenses (83) (31) (114) Profit on ordinary activities before taxation 726 307 1,033 Taxation on profit on ordinary activities - - - Profit on ordinary activities after taxation 726 307 1,033 Earnings per share 6.5p 6.5p Profit and loss account (restated)* (restated)* (restated)* for the period to 30 April 2005 Ordinary Shares 'C' Shares Total #'000 #'000 #'000 Gain on disposal of investments held at fair 450 - 450 value Unrealised gain on fair value of investments 710 - 710 Investment income 105 5 110 Investment management fees (145) (4) (149) Other expenses (73) (3) (76) Profit/(loss) on ordinary activities before 1,047 (2) 1,045 taxation Taxation on profit on ordinary activities - - - Profit/(loss) on ordinary activities after 1,047 (2) 1,045 taxation Earnings/(loss) per share 9.4p (1.0)p Profit and loss account (restated)* (restated)* (restated)* for the period to 31 October 2005 Ordinary Shares 'C' Shares Total #'000 #'000 #'000 Gain on disposal of investments held at fair 104 - 104 value Unrealised loss on fair value of investments (574) (17) (591) Investment income 165 74 239 Investment management fees (291) (54) (345) Other expenses (177) (46) (223) Loss on ordinary activities before taxation (773) (43) (816) Taxation on loss on ordinary activities - - - Loss on ordinary activities after taxation (773) (43) (816) Loss per share (6.9)p (1.3)p * Comparative figures have been extracted from the interim results for the period ended 30 April 2005 and the statutory accounts for the period ended 31 October 2005 and have been restated in accordance with FRS21 in respect of declared dividends and FRS26 in respect of the valuation of quoted investments and the treatment of investments as at fair value through profit and loss as disclosed in note 1. Note of historical cost profits and losses for the six months ended 30 April 2006 Ordinary Shares 'C' Shares Total #'000 #'000 #'000 Profit on ordinary activities before taxation 726 307 1,033 Realisation of prior years' net unrealised (loss)/gains on 18 2 20 investment Historical cost (loss)/profit on ordinary activities before taxation 744 309 1,053 Historical cost (loss)/profit on ordinary activities after taxation 744 309 1,053 Note of historical cost profits and losses (restated)* (restated)* (restated)* for the period ended 30 April 2005 Ordinary Shares 'C' Shares Total #'000 #'000 #'000 Profit/(loss) on ordinary activities before taxation 1,047 (2) 1,045 Realisation of prior years' net unrealised gains on investment 390 - 390 Historical cost profit/(loss) on ordinary activities before taxation 1,437 (2) 1,435 Historical cost profit/(loss)on ordinary activities after taxation 1,437 (2) 1,435 Note of historical cost profits and losses (restated)* (restated)* (restated)* for the period ended 31 October 2005 Ordinary Shares 'C' Shares Total #'000 #'000 #'000 Loss on ordinary activities before taxation (773) (43) (816) Realisation of prior years' net unrealised gains on investment 680 - 680 Historical cost profit/(loss) on ordinary activities before taxation (93) (43) (136) Historical cost profit/(loss) on ordinary activities after taxation (93) (43) (136) Balance Sheet as at 30 April 2006 Ordinary Shares 'C' Shares Total #'000 #'000 #'000 Fixed asset investments 9,740 1,784 11,524 Current assets: Investments 1,665 2,976 4,641 Debtors 252 136 388 Cash (96) 385 289 1,821 3,497 5,318 Creditors: amounts falling due within one (14) (33) (47) year Net current assets 1,807 3,464 5,271 Total assets less current liabilities 11,547 5,248 16,795 Capital and reserves: Share capital 1,104 524 1,628 Share premium 323 4,550 4,873 Special distributable reserve 9,168 - 9,168 Capital redemption reserve 52 10 62 Revaluation reserve 806 229 1,035 Profit and loss account 94 (65) 29 Shareholders' funds 11,547 5,248 16,795 Net asset value per share 104.6p 100.1p Balance Sheet as at 30 April 2005 (restated)* (restated)* (restated)* Ordinary Shares 'C' Shares Total #'000 #'000 #'000 Fixed asset investments 10,056 - 10,056 Current assets: Investments 2,668 - 2,668 Debtors 9 - 9 Cash 474 2,691 3,165 3,151 2,691 5,842 Creditors: amounts falling due within one (30) - (30) year Net current assets 3,121 2,691 5,812 Total assets less current liabilities 13,177 2,691 15,868 Capital and reserves: Share capital 1,115 260 1,375 Share premium - 2,213 2,213 Special distributable reserve 9,615 - 9,615 Shares to be issued - 220 220 Capital redemption reserve 7 - 7 Revaluation reserve 1,668 - 1,668 Profit and loss account 772 (2) 770 Shareholders' funds 13,177 2,691 15,868 Net asset value per share 118.2p 94.9p The interim accounts were approved by the Directors on 27 July 2006 and signed on their behalf by: Director Balance Sheet as at 31 October 2005 (restated)* (restated)* (restated)* Ordinary Shares 'C' Shares Total #'000 #'000 #'000 Fixed asset investments 8,422 690 9,112 Current assets: Investments 1,865 4,030 5,895 Debtors 19 5 24 Cash 745 287 1,032 2,629 4,322 6,951 Creditors: amounts falling due within one (109) (95) (204) year Net current assets 2,520 4,227 6,747 Total assets less current liabilities 10,942 4,917 15,859 Capital and reserves: Share capital 1,118 522 1,640 Share premium 54 4,438 4,492 Special distributable reserve 9,587 - 9,587 Capital redemption reserve 9 - 9 Revaluation reserve 94 (17) 77 Profit and loss account 80 (26) 54 Shareholders' funds 10,942 4,917 15,859 Net asset value per share 97.9p 94.2p * Comparative figures have been extracted from the interim results for the period ended 30 April 2005 and the statutory accounts for the period ended 31 October 2005 and have been restated in accordance with FRS21 in respect of declared dividends and FRS26 in respect of the valuation of quoted investments and the treatment of investments as at fair value through profit and loss as disclosed in note 1. Cash Flow Statement for the six months to 30 April 2006 Ordinary Shares 'C' Shares Total #'000 #'000 #'000 Net cash outflow from operating activities (452) (139) (591) Financial investment: Purchase of listed securities (1,356) (806) (2,162) Sale of listed securities 889 22 911 Net cash outflow from financial investment (467) (784) (1,251) Management of liquid resources: Return of cash investments 199 996 1,195 Financing: Issue of own shares 308 125 433 Purchase of own shares (420) (100) (520) Share issue expenses (9) - (9) (Decrease)/increase in cash resources (841) 98 (743) Cash Flow Statement (restated)* (restated)* (restated)* for the period ended 30 April 2005 Ordinary Shares 'C' Shares Total #'000 #'000 #'000 Net cash outflow from operating activities (8) (2) (10) Financial investment: Purchase of listed securities (4,070) - (4,070) Sale of listed securities 1,637 - 1,637 Net cash outflow from financial investment (2,433) - (2,433) Equity dividends paid (280) - (280) Management of liquid resources: Return of cash investments 3,173 - 3,173 Financing: Issue of own shares - 2,693 2,693 Purchase of own shares (40) - (40) Increase in cash resources 412 2,691 3,103 Cash Flow Statement (restated)* (restated)* (restated)* for the period ended 31 October 2005 Ordinary Shares 'C' Shares Total #'000 #'000 #'000 Net cash (outflow)/inflow from operating activities (129) 64 (65) Financial investment: Purchase of listed securities (4,798) (707) (5,505) Sale of listed securities 2,368 - 2,368 Net cash outflow from financial investment (2,430) (707) (3,137) Equity dividends paid (726) - (726) Management of liquid resources: Return/(purchase) of cash investments 3,976 (4,030) (54) Financing: Issue of own shares 59 5,112 5,171 Purchase of own shares (67) - (67) Share issue expenses - (152) (152) Increase in cash resources 683 287 970 Reconciliation of operating profit to cash flow from operating activities for the six months to 30 April 2006 Ordinary Shares 'C' Shares Total Profit on ordinary activities before tax 726 307 1,033 Gain on disposal of fixed asset investments (138) (6) (144) Unrealised gain on fair value of investments (712) (248) (960) Increase in debtors (233) (131) (364) Decrease in creditors (95) (61) (156) Net cash outflow from operating activities (452) (139) (591) Reconciliation of operating profit to cash flow from (restated)* (restated)* (restated)* operating activities for the period ended 30 April 2005 Ordinary Shares 'C' Shares Total Profit on ordinary activities before tax 1,047 (2) 1,045 Gain on disposal of fixed asset investments (450) - (450) Unrealised gain on fair value of investments (710) - (710) Decrease in debtors 97 - 97 Increase in creditors 8 - 8 Net cash outflow from operating activities (8) (2) (10) Reconciliation of operating profit to cash flow from (restated)* (restated)* (restated)* operating activities for the period ended 31 October 2005 Ordinary Shares 'C' Shares Total Loss on ordinary activities before tax (773) (43) (816) Gain on disposal of fixed asset investments (104) - (104) Unrealised loss on fair value of investments 574 17 591 Decrease in debtors 87 (5) 82 Increase in creditors 87 95 182 Net cash (outflow)/inflow from operating activities (129) 64 (65) Reconciliation of Movements in Shareholders' Funds Ordinary Shares 'C' Shares Total Equity shareholders' funds as at 1 November 2005 #'000 #'000 #'000 As previously reported 11,229 4,946 16,175 Prior year adjustment: Adjustment in valuation of quoted investments to bid price (287) (29) (316) As restated 10,942 4,917 15,859 Return on ordinary activities after tax 726 307 1,015 Net proceeds of share issue 299 124 423 Shares purchased for cancellation (420) (100) (520) Equity shareholders funds at 30 April 2006 11,547 5,248 16,795 Reconciliation of Movements in Shareholders' Funds Ordinary Shares 'C' Shares Total Equity shareholders' funds as at 1 November 2004 #'000 #'000 #'000 As previously reported 12,405 - 12,405 Prior year adjustment: Adjustment in valuation of quoted investments to bid price (236) - (236) Proposed dividend not accounted for until declared and paid 281 - 281 As restated 12,450 - 12,450 Return/(loss) on ordinary activities after 1,047 (2) 1,045 tax Dividends recognised in (280) - (280) period Shares awaiting issue 220 220 Net proceeds of share issue 0 2,473 2,473 Shares purchased for cancellation (40) - (40) Equity shareholders funds at 30 April 2005 13,177 2,691 15,868 Reconciliation of Movements in Shareholders' Funds Ordinary Shares 'C' Shares Total Equity shareholders' funds as at 1 November 2004 #'000 #'000 #'000 As previously reported 12,405 - 12,405 Prior year adjustment: Adjustment in valuation of quoted investments to bid price (236) - (236) Proposed dividend not accounted for until declared and paid 281 - 281 As restated 12,450 - 12,450 Loss on ordinary activities after tax (773) (43) (816) Dividends recognised in (726) - (726) period Net proceeds of share issue 59 4,960 5,019 Shares purchased for cancellation (68) - (68) Equity shareholders funds at 31 October 2005 10,942 4,917 15,859 Notes to the interim financial statements 1. Accounting policies The Company is required to comply with a number of new UK Financial Reporting Standards (FRSs) in presenting its financial statements for the year ending 31 October 2006. These standards have been introduced as part of the process of converging UK standards with International Financial Reporting Standards (IFRS). The financial information provided in the unaudited interim results for the six months ended 30 April 2006 has been prepared on a consistent basis with the accounting policies as disclosed in the Company's annual report and accounts for the period ended 31 October 2005 except for such changes as are required by the new FRSs. These changes arise from the adoption of FRS21 "Events after the Balance Sheet Date" and FRS26 "Financial Instruments: Measurement". The nature and effect of these changes are explained below and the comparative figures for the period ended 30 April 2005 and the year ended 31 October 2005 have been restated accordingly. Under FRS21, dividends to shareholders are accounted for in the period in which the company is liable to pay them rather than in the period in respect of which they are declared. Therefore, the dividend of #446,000 that was shown as proposed in the 2005 Interim Report and Accounts has been added back to the profit and loss account and deducted from creditors in the comparative figures for the period ended 30 April 2005, and has been recognised as paid in the six months ended 31 October 2005. Also the dividend of #281,000 that was proposed in the Annual Report and Accounts for the period to 31 October 2004 has been added back to the profit and loss account and deducted from creditors and recognised as paid in the six months ended 30 April 2005. Under FRS26, quoted investments are valued at bid price rather than mid-market price. The effect of this is to decrease the valuations at which such investments are stated in the balance sheet and to decrease the unrealised gains on investments shown in the capital column of the statement of total return. This change resulted in reductions of #329,000 and #287,000 in the valuation of Ordinary share fixed asset investments at 30 April 2005 and 31 October 2005 respectively and a corresponding decrease in the unrealised revaluation reserve at those dates. This change also resulted in a reduction of #29,000 in the valuation of 'C' share fixed asset investments at 31 October 2005 and a corresponding decrease in the unrealised revaluation reserve at these dates. The Company invests in financial assets with a view to profiting from their total return through income and capital growth. These investments are managed and their performance is evaluated on a fair value basis in accordance with a documented investment strategy. Accordingly as permitted by FRS 26, the investments are designated as at fair value through profit and loss. Unrealised gains or losses on valuation are now recognised through the profit and loss account. The interim results for the six months ended 30 April 2006 and the period ended 30 April 2005 do not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985 and have not been audited or delivered to the Registrar of Companies. The comparative figures for the period ended 31 October 2005 have been extracted, before restatement, from the audited financial statements for that year, which have been delivered to the Registrar of Companies. The independent auditors' report on those financial statements under Section 235 of the Companies Act 1985 was unqualified. 2. Earnings per share Ordinary Share The earnings per share is based on a profit from ordinary activities after tax of #726,000 and on 11,116,657 shares, being the weighted-average number of shares in issue during the period (31/10/05 -#(773,000) and 11,171,000 shares & 30/04/2005 - #1,047,000 and 11,188,361 shares). 'C' Share The earnings per share is based on a profit from ordinary activities after tax of #307,000 and on 4,699,457 shares, being the weighted-average number of shares in issue during the period (31/10/2005 - #(43,000) and 3,436,012 shares & 30/04/ 2005 - #(2,000) and 193,521 shares). There are no potentially dilutive capital instruments in issue and, therefore, no diluted return per share figures are relevant. 3. Net asset value per share The calculation of net asset value per ordinary share is based on the net assets at 30 April 2006 and on 11,036,298 (30 April 2005:11,186,882 and 31 October 2005:11,176,407) being the number of shares in issue at the same date. It should be noted that the value of shares awaiting issue are excluded from this calculation. The calculation of net asset value per 'C' share is based on the net assets at 30 April 2006 and on 5,244,505 (30 April 2005:2,603,275 and 31 October 2005:5,221,188) being the number of shares in issue at the same date. It should be noted that the value of shares awaiting issue are excluded from this calculation. 4. The proposed interim dividend of 1.0p per share for the year ending 31 October 2006 will be paid on 7 September 2006 to shareholders on the register at the close of business on 11 August 2006. 5. Copies of this statement are being sent to all shareholders. Copies are available from the registered office of the Company at 8 Angel Court, London, EC2R 7HP. This information is provided by RNS The company news service from the London Stock Exchange END IR BIGDRLDDGGLL
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