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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Triple Point | LSE:TPV1 | London | Ordinary Share | GB00B29KPN29 | 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% | 50.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2019 to May 2024
TIDMTPV1
RNS Number : 4756R
Triple Point Income VCT PLC
14 June 2018
Triple Point Income VCT plc
LEI: 213800IXD8S5WY88L245
The financial information set out in these statements does not constitute the Company's statutory accounts for the year ended 31 March 2018, prepared in accordance with section 435 of the Companies Act 2006, but is derived from those accounts. The auditors have reported on these accounts and their report was unqualified and did not contain a statement under section 498(2) of the Companies Act 2006.
Final Results
Triple Point Income VCT plc managed by Triple Point Investment Management LLP today announces the final results for the year ended 31 March 2018.
These results were approved by the Board of Directors on 14 June 2018.
You may view the Annual Report in due course on the Triple Point website www.triplepoint.co.uk
Financial Summary
Hot Features
Premium
Year ended 31 March
2018
A
Ord Shares Shares C Shares D Shares E Shares Total
Net assets GBP'000 12,795 - 15,166 14,794 28,463 71,218
Net asset value per
share Pence 65.74p - 112.84p 107.98p 98.32p n/a
------------------------ ---------- ------------ --------- ---------- ---------- ---------- --------
Net profit before tax GBP'000 675 69 1,598 1,176 (575) 2,943
Earnings per share Pence 3.50p 1.52p 11.34p 7.79p (1.70p) n/a
------------------------ ---------- ------------ --------- ---------- ---------- ---------- --------
Cumulative return to
shareholders (p)
Net asset value per
share 65.74 - 112.84 107.98 98.32
Dividends paid 33.06 99.99 10.00 5.00 -
----------
Net asset value plus
dividends paid 98.80 99.99 122.84 112.98 98.32
------------------------------------ ------------ --------- ---------- ---------- ---------- --------
Year ended 31 March
2017
A
Ord Shares Shares C Shares D Shares E Shares Total
Net assets GBP'000 13,573 2,179 14,314 14,413 - 44,479
Net asset value per
share Pence 69.74p 42.46p 106.49p 105.19p - n/a
------------------------ ---------- ------------ --------- ---------- ---------- ---------- --------
Net profit before tax GBP'000 429 73 957 652 - 2,111
Earnings per share Pence 2.05p 1.18p 6.46p 3.93p - n/a
------------------------ ---------- ------------ --------- ---------- ---------- ---------- --------
Cumulative return to
shareholders (p)
Net asset value per
share 69.74 42.46 106.49 105.19 -
Dividends paid 25.56 56.20 5.00 - -
Net asset value plus
dividends paid 95.30 98.66 111.49 105.19 -
------------------------------------ ------------ --------- ---------- ---------- ---------- --------
Triple Point Income VCT plc ("the Company") is a Venture Capital Trust ("VCT"). The Investment Manager is Triple Point Investment Management LLP ("TPIM"). The Company was incorporated in November 2007.
-- Ordinary Shares: these are held by the shareholders that were in the Company prior to the merger on 21 November 2012; and by former TP70 2008(II) VCT plc shareholders; and shares that were held by the B Ordinary Shareholders which were converted to Ordinary Shares on 31 October 2013.
-- A Ordinary Shares: on 13 February 2018 the company cancelled 5,131,353 A Ordinary Shares, paying the final 1p back to Shareholders. At the date of cancellation, a total of GBP5,130,840 had been returned to the A Ordinary Shareholders.
-- C Ordinary Shares: these are the shares issued in the Offer that closed on 27 May 2014. A total of GBP14.0 million was raised and 13,441,438 C Shares were issued.
-- D Ordinary Shares: these are the shares issued in the Offer that closed on 30 April 2015. A total of GBP14.3 million was raised and 13,701,636 D Shares were issued.
-- E Ordinary Shares: these are the shares issued in the Offer that closed this year on 15 May 2017. Just under GBP30 million was raised and 28,949,575 E Shares were issued.
The Strategic Report on pages 2 to 25, the Directors' Report on pages 26 to 29, the Corporate Governance report on pages 31 to 35 and the Directors' Remuneration Report on pages 36 to 40 have each been drawn up in accordance with the requirements of English law and liability in respect thereof is also governed by English law. In particular, the responsibility of the Directors for these reports is owed solely to Triple Point Income VCT plc.
Strategic Report
The Directors submit to the members their Annual Report and Financial Statements for the Company for the year ended 31 March 2018.
The Strategic Report, on pages 2 to 25, has been prepared in accordance with the requirements of section 414c of the Companies Act 2006. Its purpose is to inform the members of the Company and help them to assess how the Directors have performed their duty to promote the success of the Company, in accordance with section 172 of the Companies Act 2006.
Chairman's Statement
I am writing to present the Financial Statements for Triple Point Income VCT plc ("the Company") for the year ended 31 March 2018.
I am delighted to report that during the year the Company successfully completed the realisation of the A Ordinary Share Class portfolio. The final 1p per share capital was distributed to the A Ordinary Shareholders on 9 March 2018.Taken together with the cumulative dividends of 98.99p, the total returned was 99.99p per share. This result exceeds the original minimum target return of 97.60p at launch by 2.39p per share.
Investment Portfolio
The Company's funds at 31 March 2018 are 80% invested in a portfolio of VCT qualifying and non-qualifying quoted and unquoted investments. At 31 March 2018 the Company continues to meet the condition that at least 70% of the relevant funds must be invested in VCT qualifying investments within three years.
The Investment Manager's review on pages 14 to 17 gives an update on the portfolio of investments in 19 small unquoted businesses and one quoted Real Estate Investment Trust.
Ordinary Share Class
During the year the Ordinary Share Class held a diverse portfolio consisting of electricity generation, crematorium management and SME funding.
The Ordinary Share Class has recorded a profit over the period of 3.50p per share. As at 31 March 2018 the net asset value stood at 65.74p per share. Adding back the dividends paid to Ordinary Class Shareholders of 33.06p takes the total return including net asset value to 98.80p per share. This compares to a weighted average share price at acquisition or conversion of 83.60p and a minimum target return of 90.40p.
May 2018 marked the end of the five year minimum VCT holding period for this share class and, in line with investor expectations, the Board has resolved to pay a dividend to Ordinary Share Class shareholders on the register on 13(th) July 2018 of 60.74p per share. This dividend, which will be paid on 26(th) July 2018, represents a significant return of value to shareholders.
A Share Class
On 13 February 2018 the A Ordinary Shares were cancelled, with the final 1p of share capital returned to A Ordinary Class Shareholders on 9 March 2018. Taken together with the cumulative dividends of 98.99p the total returned was 99.99p per share. This compares to a minimum target return at launch of 97.60p.
C Share Class
The C Share Class has investments in three companies in the Hydroelectric Power sector which between them own six hydroelectric schemes in the Scottish Highlands. All schemes have been successfully commissioned and are operating broadly in line with expectations. The C Share Class has also invested in companies which provide SME funding to the Hydroelectric Power sector.
The C Share Class has recorded a profit over the period of 11.34p per share. At 31 March 2018 the net asset value stood at 112.84p per share. Adding back the total dividends paid to date takes the total return including the net asset value to 122.84p per share
The Company paid a second dividend to C Class Shareholders of GBP672,072, equal to 5p per share, on 14 July 2017. The Board has resolved to pay another dividend of GBP672,072 equal to 5p per share on 26(th) July 2018 to shareholders on the register on 13 July 2018.
D Share Class
The D Share Class has investments in five companies in the Hydroelectric Power sector which between them own six hydroelectric schemes in the Scottish Highlands. All schemes have now been commissioned and are operating in line with expectations. The D Share Class has also invested in two companies providing funding to SMEs, one of which focuses on the Hydroelectric Power sector.
The D Share Class has recorded a profit over the period of 7.79p per share. At 31 March 2018 the net asset value stood at 107.98p per share. Adding back the first dividend of 5p, takes the total return including the net asset value to 112.98p per share.
The Company paid its first dividend to D Class Shareholders of GBP685,082, equal to 5.00p per share, on 14 July 2017. The Board has resolved to pay a second dividend of GBP685,082 equal to 5p per share on 26(th) July 2018 to shareholders on the register on 13(th) July 2018.
E Share Class
The E Share Class offer closed on 15 May 2017 raising just under GBP30 million with a total of 28,949,575 E Shares being issued. During the period the E Share Class made a qualifying investment of GBP5m in to a pioneering vertical growing company that has commenced construction of a state of the art growing facility in Cheshire.
The E Share Class also made a non-qualifying investment of GBP6m into the Triple Point Social Housing Real Estate Investment Trust PLC ("REIT"). This investment generates income from a diversified portfolio of supported housing property leases, and is targeting a return of 5p per share, per annum.
The Board has agreed that from 1(st) April 2018 the E Share Class will benefit from the income, risk and returns from a diverse portfolio of investments previously attributed to the Ordinary Share Class. This established and income-producing portfolio has investments spanning Hydro, Crematorium Management, Solar and SME Lending. The investments were valued at GBP11.01 million at 31(st) March 2018.
The E Share Class recorded a loss over the period of 1.70p per share due to the administrative costs incurred whilst suitable investment opportunities have been sought.
Specific Risks
The principal risks which the Board feel the Company is facing are discussed in further detail on pages 12 and 13.
In particular the Board consider specific risks to be;
-- investment risk associated with holding VCT qualifying investments; -- risk of failure to maintain approval as a VCT; -- risk of inability to realise investments in order to return funds to investors in line with expectations.
The Board believes these risks are manageable and, with the Investment Manager, continues to work to minimise either the likelihood or potential impact of these risks within the scope of the Company's established investment strategy.
Outlook
The Board is delighted with the progress achieved in all share classes. During the year, the Investment Manager successfully facilitated a rapid exit for the A Share Class and is currently working towards realising value for the Ordinary Share Class. The C Share Class and D Share Class have successfully generated above target returns, and the E Share Class has made good progress in deploying funds within the first 12 months.
Following the end of the minimum five year holding period in May 2018, the Company and the Investment Manager continue to monitor the performance of the Ordinary Share portfolio and to progress a return of value for the Shareholders of that Class.
The focus on the C and D Share Class investments in the Hydroelectric Power sector is on enhancing the operation of the sites now they are fully operational. We are pleased with the performance of the hydroelectric portfolio to date, and we believe that, as the portfolio matures, there remains the opportunity to further enhance its value through strategic management.
The Company's focus for the E Share Class is to invest the remaining funds raised into suitable unquoted investments as soon as possible.
The Autumn Budget 2017 brought about changes to the VCT landscape with the government, through its 'Financing Growth in Innovative Firms' consultation ("the Patient Capital Review") highlighting the importance of the role of VCTs in providing investments into SMEs. The outcome of this review has resulted in a number of changes, including increasing a VCT's minimum qualifying percentage threshold from 70% to 80%. This will come into effect from 6 April 2019.
Another key finding of the Patient Capital Review is that future qualifying investments (from 6 April 2018) must adhere to new deployment timelines with 30% of new funds required to be invested within the first 12 months compared to the previous timeframe of 3 years.
VCTs will also be subject to a new principles-based test that will aim to ensure they focus on investment in companies seeking investment for their long-term growth and development.
The Company, along with the Investment Manager, has begun to put in place procedures to ensure the transition required will have a minimal effect on the Company. The Board believes good progress is being made in this area and is on track to implement any required changes.
If you have any questions or comments, please do not hesitate to contact Triple Point on 020 7201 8989.
David Frank
Chairman
14 June 2018
Strategic Report - Company Strategy and Business Model
The Directors assess the Company's success in meeting its objectives in relation to returns, stability, VCT qualification and, ultimately, exit.
Performance Update
At launch the Ordinary Shares targeted a return of 8% to 10% pa including the benefit of tax relief. At a weighted average share price at acquisition or conversion of 83.60p and an 8% return this is broadly equivalent to a total target return to investors in 2018 of 90.40p. This compares to a net asset value per share for the Ordinary Share Class at 31 March 2018 of 65.74p which, together with dividend payments of 33.06p, brings the total return at 31 March 2018 to 98.80p, meaning the Ordinary Share Class is exceeding the minimum targeted return.
The A Share Class, previously shares in TP12 (I) VCT plc, targeted a return of 9% to 12% per annum. On a weighted average share price at conversion of 86.40p and using a 9% return this broadly equates to a total target return to investors of 97.60p. This compares to the actual return to Shareholders of 99.99p, meaning the A Ordinary Share Class exceeded its minimum targeted return.
The C Share Class targets a return of 100p per share by the end of year six. It is intended that this will comprise the income tax rebate, tax-free dividends in years two, three, four and five of an average 5p per share, followed by a substantial capital realisation in year six. It is anticipated that from year six investors will then receive, on average, an annual tax-free dividend of around 7% in each of the next nine years, and a final tax-free payment of approximately 50p per share in 2029, following the sale of the VCT's hydro projects. The net asset value per share for the C Share Class at 31 March 2018 stood at 112.84p. Adding back the dividends paid to C Class Shareholders of 10.00p per share takes the total return including net asset value to 122.84p per share. The Company is currently meeting its objectives for the C Share Class.
The target for the D Share Class is to pay shareholders a cash return of 100p per share by the end of the sixth year. It is intended that this will comprise the income tax rebate, tax-free dividends in years two, three, four and five of an average 5p per share, followed by a substantial capital realisation in year six. It is anticipated that from year six investors will then receive, on average, an annual tax-free dividend of around 7% in each of the next nine years, and a final tax-free payment of approximately 50p per share in 2030, following the sale of the VCT's hydro projects. The net asset value per share for the D Share Class at 31 March 2018 stood at 107.98p. The Company is currently meeting its objectives for the D Share Class and during the year declared its first dividend of 5p per share, which was paid on 14 July 2017.
In respect of the E Share Class, the Company aims to distribute from income generated by its investments an average of 5p per E Share for the financial year ending 31 March 2020 followed by a regular dividend of up to 5p per E Share per annum for the remaining life of the E Share Class. The net asset value per share for the E Share Class at 31 March 2018 stood at 98.32p. The E Share Class received its first dividend and property income distribution from its investment in the Triple Point Social Housing Real Estate Investment Trust during the period.
The Board and the Investment Manager are both committed to ensuring that returns on the investment portfolio are optimised and that the VCT remains fully invested and continues to be managed in line with the Company's investment strategy and risk profile.
The Board expects the Investment Manager to deliver a performance which meets the objective of achieving long-term investment returns, including tax-free dividends. A review of the performance of the Company's investments during the financial year, the position of the Company at the year end and the outlook for the coming year is contained within the Chairman's statement on pages 2 to 4 and the Investment Manager's Review on pages 14 to 17.
Dividend Policy
Generally, a VCT must distribute by way of dividend such amounts to ensure that it retains not more than 15% of its income from shares and securities. The Directors aim to maximise tax free distributions to shareholders of income or realised gains. It is envisaged that the Company will distribute most of its net income each year by way of dividend, subject to liquidity.
Investment Policy
The Company's main focus is to generate returns from a portfolio of investments in companies based in the UK in order to make regular tax-free dividends.
The key objectives of the Company are to:
a) Pay regular tax-free dividends to investors; b) Maintain VCT status to enable investors to benefit from the associated tax reliefs;
c) Reduce the volatility normally associated with early stage investments by applying its Investment Policy;
d) In respect of the Ordinary Share Fund, provide investors with the opportunity to exit shortly after five years following investment;
e) In respect of the C Ordinary Share Fund and the D Ordinary Share Fund, provide investors with the opportunity to exit shortly after 16 years following investment with a partial return of funds to shareholders after 6 years; and
f) In respect of the E Ordinary Share Fund, provide investors with the opportunity to exit between ten and twelve years following investment with a possible early partial return of funds to shareholders if market conditions present such an opportunity.
The Company will not vary these objectives to any material extent without the approval of the Shareholders.
The Company's investment policy has been designed to satisfy the legislative requirements of the VCT scheme and to provide stable and readily realisable returns. The Company's investment policy is directed towards new investments into cash generative businesses which are operating in stable or mature fields with a high quality customer base and which can provide a positive return to investors. The investments will be made with the intention of growing and developing the revenues and profitability of the target businesses to enable them to be considered for traditional forms of bank finance and other funding. This, in turn, should enable the Company to benefit from refinance gains or from a favourable sale to a third party.
As identified in the Chairman's Statement, the outcome of the government's Patient Capital Review was announced in the Autumn Budget in 2017. Although the landscape of VCTs will be affected the investment policy of the Company will continue to aim for regular tax-free dividends, maintenance of the VCT qualifying status and to minimise the volatility associated with early stage investments.
In respect of Qualifying Investments the Company will seek:
a) Investments on which robust due diligence has been undertaken; b) Investments where there is access to regular material financial and other information;
c) Investments where it may be possible to mitigate capital losses through careful analysis of the collateral available; and
d) Investments where there is a strong relationship with the key decision makers.
Target Asset Allocation
At least 70% of the Company's net assets will be invested in Qualifying Investments. As mentioned in the Outlook above, this minimum asset investment will increase to 80% from 6 April 2019. The remaining assets will be exposed either to (i) cash or cash-based similar liquid investments or (ii) investments originated in line with the Company's Qualifying Investment policy but with realisation dates which fit with the liquidity needs of the Company.
Qualifying Investments will typically range between GBP500,000 and GBP5,000,000 and encompass businesses with strong asset bases, predictable revenue streams or with contractual revenues from financially sound counterparties. No single investment by the Company will represent more than 15 per cent of the aggregate net asset value of the Company at the time the investment is made.
Qualifying Investments
The Company will pursue investments in a range of industries but the type of business being targeted is subject to the specific investment criteria discussed below. The objective is to build a portfolio of unquoted companies which are cash generative and, therefore, capable of producing income and capital repayments to the Company prior to their disposal by the Company.
Although invested in diverse industries, it is intended that the Company's portfolio will comprise companies with certain characteristics, for example clear commercial and financial objectives, strong customer relationships and, where possible, tangible assets with value. Triple Point will focus on identifying businesses typically with contractual revenues from financially sound counterparties or a stream of predictable transactions with multiple clients. Businesses with assets providing valuable security may also be considered. The objective is to reduce the risk of losses through reliability of cash flows or quality of asset backing and to provide investors with tax-free income.
The criteria against which investment targets would be assessed will include the following:
a) An attractive valuation at the time of the investment; b) Managed risk of capital losses; c) The quality of the company's cash flows; d) The quality of the businesses' counterparties, suppliers and market position; e) The sector in which the business is active; f) The quality of the company's assets; g) The opportunity to structure an investment that can produce distributable income;
h) The potential for growing and developing the revenues and profitability of the company to enable it to be
considered for traditional forms of bank finance and other funding; and
i) The ability to facilitate an exit which enables the Company to meet its key investment objective of returning funds in line with shareholder expectations. As the value of investments increase, the Company's investment manager will monitor opportunities for the Company to realise capital gains to enable it to make tax-free distributions to shareholders.
As the value of investments increase the Company's Investment Manager will monitor opportunities for the Company to realise capital gains to enable the Company to make tax-free distributions to shareholders.
Non-Qualifying Investments
The Non-Qualifying Investments will be managed with the intention of generating a positive return. The Non-Qualifying Investments will comprise from time to time a variety of assets including investments following Triple Point's Navigator Strategy, quoted or unquoted investments (direct or indirect) in cash and highly liquid interest bearing investments, secured loans, bonds, equities, and collective investment schemes.
Borrowing Powers
The Company has no present intention of utilising direct borrowing as a strategy for improving or enhancing returns. To the extent that borrowing is required, the Directors will restrict the borrowings of the Company and exercise all voting and other rights or powers of control over its subsidiary undertakings (if any) to ensure that the aggregate amount of money borrowed by the group, being the Company and any subsidiary undertakings for the time being, (excluding intra-group borrowings), shall not without the previous sanction of an ordinary resolution of the Company exceed 30% of its NAV at the time of any borrowing.
Risk Diversification
The Company aims to invest in a number of different businesses within different industry sectors but may focus investments in a single sector where appropriate to do so. No single investment by the Company will represent more than 15 per cent of the aggregate NAV of the Company at the time the investment is made.
The above Investment Policy does not take into account the changes to the VCT rules relating to non-qualifying investments that took effect on 6 April 2016. From that date any non-qualifying investments must be in either shares or units in alternative investment funds, undertakings for collective investment in transferable securities (UCITS) which meet certain requirements or ordinary shares / securities in a company which are acquired on a regulated market. The Investment Manager will make sure that all non-qualifying investments made after that date meet the new requirements although it is not expected this will represent a departure from the current policy.
Key Performance Indicators
As a VCT the Company's objectives are providing Shareholders with up front tax relief and returns through capital appreciation and the payment of dividends.
The primary KPI in meeting these objectives is:
-- Net Asset Value plus dividends paid.
A record of this indicator is detailed on page 1 entitled Financial Summary.
Tax Benefits
The Company's objective is to provide shareholders with an attractive income and capital return by investing its funds in a broad spread of unlisted UK companies which meet the relevant criteria for investment by Venture Capital Trusts.
Investing in a VCT brings the benefit of tax-free dividends, as well as up-front income tax relief. The Company continues to meet the VCT qualification requirements which are continuously monitored by the Investment Manager and reviewed by the Directors. Investment classification by asset value and sector value are shown over the following pages:
Investment classification for the Ordinary Share Class by asset value and sector value are shown below:
Investment Portfolio - Ordinary Share Class
VCT Qualifying Investments 72% VCT Non-Qualifying Investments 13% Cash 15%
Qualifying Investments by Sector - Ordinary Share Class
Crematorium Management 6% Hydro Electric Power 26% Electricity Generation - Other 61% SME Funding - Other 4% SME Funding - Hydro Electric Power 3%
Investment classification for the C Share Class by asset value and sector value are shown below:
Investment Portfolio - C Share Class
VCT Qualifying Investments 73% VCT Non-Qualifying Investments 23% Cash 4%
Investments by Sector - C Share Class
Hydro Electric Power 80%
SME Funding - Hydro Electric Power 20%
Investment classification for the D Share Class by asset value and sector value are shown below:
Investment Portfolio - D Share Class
VCT Qualifying Investments 82% VCT Non-Qualifying Investments 16% Cash 2%
Investments by Sector - D Share Class
Hydro Electric Power 85% SME Funding - Hydro Electric Power 9% Electricity Generation - Other 6%
Investment classification for the E Share Class by asset value and sector value are shown below:
Investment Portfolio - E Share Class
VCT Qualifying Investments 18% VCT Non-Qualifying Investments 27% Cash 55%
Investments by Sector - E Share Class
Vertical Growing 39% Quoted Investments 46% SME Funding - Hydro Electric 9% SME Funding - Other 6%
VCT Regulation
VCTs were first introduced in the Finance Act 1995 to provide a means for private individuals to invest in unquoted companies in the UK. The Finance Act 2004 introduced changes to VCT legislation designed to make VCTs more attractive to investors. The current tax benefits available to eligible investors in VCTs include:
-- Up-front income tax relief of 30% on a maximum investment of GBP200,000 per tax year on newly-issued shares;
-- exemption from income tax on dividends received; and -- exemption from capital gains tax on disposals of shares in VCTs.
Since the Finance Act 2004, the VCT rules have subsequently been amended under the Finance Act 2014 and the Finance (No 2) Act 2015. The Investment Manager, utilising advice from Philip Hare & Associates LLP, ensures continued compliance with any legislative changes.
As referred to in the Chairman's Statement on page 3, further changes are to be introduced with effect from 6 April 2019. The Company will continue to aim to ensure its compliance with the qualification requirements.
The Company has been approved as a VCT by Her Majesty's Revenue and Customs. In order to maintain this approval the Company must comply with certain requirements on a continuing basis. Within three years from the effective date of provisional approval or later allotment at least 70% of the Company's investments must comprise "qualifying holdings" of which at least 30% must be in eligible Ordinary Shares. This investment criterion continues to be met.
FCA Regulation
On 1 April 2014 Triple Point Income VCT plc registered with the Financial Conduct Authority as a small Alternative Investment Fund Manager ("AIFM") under the AIFM Directive.
Exit Programme
After successfully returning funds to the A Shareholders, the Company is now committed to realising investments held by the Ordinary Share Class and returning funds to the Ordinary Shareholders as soon as practicable following the end of their five year holding period which was in May. In relation to the C Share Class the Company is intending to secure a partial realisation after its five year anniversary but plans to retain its investment in the Hydro companies until 2029. In relation to the D Share Class the Company is intending to secure a partial realisation after its five year anniversary but plans to retain its investment in the Hydro companies until 2030. In relation to the E Share Class the Company is intending to return funds to the E Shareholders as soon as practicable after their 5 year holding period.
The valuation of, and potential exit routes for, the Company's portfolio of investments are reviewed and discussed at each Board meeting. The Investment Manager has successfully implemented exit plans for other VCTs under its management.
Principal Risks and Risk Management
The Directors carry out a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. The main areas of risk identified by them, along with the risks to which the Company is exposed through its operational and investing activities, are detailed below.
VCT qualifying status risk: the Company is required at all times to observe the conditions laid down in the Income Tax Act 2007 for the maintenance of approved VCT status. The loss of such approval could lead to the Company losing its exemption from corporation tax on capital gains, to investors being liable to pay income tax on dividends received from the Company and, in certain circumstances, to investors being required to repay the initial income tax relief on their investment. The Investment Manager keeps the Company's VCT qualifying status under continual review and reports to the Board on a quarterly basis. The Board has also appointed Philip Hare & Associates LLP to undertake an independent VCT status monitoring role.
Investment risk: the Company's VCT qualifying investments are held in small and medium-sized unquoted companies which, by their nature, entail a higher level of risk and lower liquidity than investments in large quoted companies. The Directors and Investment Manager aim to limit the risk attached to the portfolio as a whole by the careful selection and timely realisation of investments, by carrying out rigorous due diligence procedures and by maintaining a spread of holdings in terms of industry sector and geographical location. The Board reviews the investment portfolio with the Investment Manager on a regular basis.
Financial instrument risk: Financial Instrument risks are described in note 16.
Financial risk: as a VCT the Company is exposed to market price risk, credit risk, fair value risk, liquidity risk and interest rate risk. As most of the Company's investments will involve a medium to long-term commitment and will be relatively illiquid, the Directors consider that it is inappropriate to finance the Company's activities through borrowing, other than for short term liquidity.
Failure of internal controls risk: the Board regularly reviews the system of internal controls, both financial and non-financial, operated by the Company and the Investment Manager. These include controls designed to ensure that the Company's assets are safeguarded and that proper accounting records are maintained.
Viability Statement
In accordance with provision C.2.2 of the 2016 revision to the UK Corporate Governance Code, the Directors have assessed the prospect of the Company over a longer period than 12 months required by the Going Concern provision. In order to assess this requirement, the Board takes into account the Company's current position and the principal risks as set out on page 12 and 13 so that the Directors may state that they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment.
To provide this assessment the Board has considered the Company's financial position and ability to meet its expenses as they fall due as well as considering longer term viability:
-- the expenses of the Company are predictable and modest in comparison with the assets and there are no capital commitments foreseen which would alter that position;
-- the Company has no employees, only Non-Executive Directors and consequently does not have redundancy or other employment related liabilities or responsibilities;
-- most of the Company's investments will involve a medium to long-term commitment and will be relatively illiquid but the board reduces the risk as a whole by careful selection and timely realisation of investments; and
-- the Directors will continue to monitor closely changes in the VCT legislation and adapt to any changes to ensure the Company maintains approval. The Directors have appointed an independent adviser to undertake the VCT status monitoring role.
Based on the results of this review, the Directors have a reasonable expectation that the Company will be able to continue its operations and meet its expenses and liabilities as they fall due over the period of their assessment. The A Share Class reached its 5 year holding period in April 2017 and were subsequently cancelled on 13 February 2018. The Ordinary Share Class reached its 5 year holding period in May 2018 and the C and D Share Class will partially exit during the next 5 years. Based on this the Directors believe it is reasonable to make their assessment over 5 years.
Share Buy-Back Discount Policy
The Company has a share buy-back facility, committing to buy back shares at no more than a 10% discount to the prevailing NAV, subject to the Directors' discretion. We will be asking shareholders at the Annual General Meeting to extend the facility for the Company to purchase shares in the market for cancellation. Shareholders should note that if they sell their shares within five years of subscription they forfeit any tax relief obtained. If you are considering selling your shares please contact TPIM on 020 7201 8989.
Environmental, Social, Employee and Human Rights Issues
Due to the nature of the Company's activities, there being no employees and only 3 Non-Executive Directors, there are no Human Rights Issues to report. Its investment in companies engaged in energy generation from renewable sources means it will contribute to the reduction in carbon emissions.
Gender Diversity
The Board of Directors comprises 3 male Directors. The Investment Manager has 70 employees and members of whom 37 are men and 33 are women.
Strategic Report - Investment Manager's Review
Sector Analysis
The quoted and unquoted investments can be analysed as follows:
Electricity
Generation SME Funding
------------- ----------------------- ---------------------
Hydro Other Hydro
Industry Cinema Crematorium Vertical Electric Electric Electric Quoted Total
Sector Digitisation* Management Growing Power Power Power Other** Investments Investments
------------- ---------- ----------- ---------- ---------
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------- ------------- ---------- ---------- ----------- ---------- --------- ------------- -------------
Investments
at 31 March
2017
----------
Ord Shares 3,366 592 - 2,771 4,173 350 453 - 11,705
A Shares - - - - 789 - 957 - 1,746
C Shares - - - 10,872 - 3,288 - - 14,160
D Shares - - - 11,113 - 1,206 806 - 13,125
E Shares - - - - - - - - -
-------------
Total 3,366 592 - 24,756 4,962 4,844 2,216 - 40,736
---------------
Investments
made during
the period
--------------- ------------- ----------
Ord Shares (3,366) - - - 3,366 - - - -
A Shares - - - - - - - - -
C Shares - - - - - - - - -
D Shares - - - - - - - - -
E Shares - - 5,000 - - 400 1,446 6,001 12,847
(3,366) - 5,000 - 3,366 400 1,446 6,001 12,847
---------------
Investments
realised
during the
period
--------------- ------------- ---------- ---------- --------- ------------- -------------
Ord Shares - - - (26) (1,253) - - - (1,279)
A Shares - - - - (789) - (957) - (1,746)
C Shares - - - (77) - (400) - - (477)
D Shares - - - - - - - - -
E Shares - - - - - - - - -
-------------
- - - (103) (2,042) (400) (957) - (3,502)
---------------
Investments
valued
during
the period
--------------- ------------- ---------- ---------- --------- ------------- -------------
Ord Shares - 54 - 61 560 - (3) - 672
A Shares - - - - - - - - -
C Shares - - - 907 - - - - 907
D Shares - - - 604 - - (6) - 598
E Shares - - - - - - 3 (117) (114)
-------------
- 54 - 1,572 560 - (6) (117) 2,063
---------------
Investments
at 31 March
2018
Ord Shares - 646 - 2,806 6,846 350 450 - 11,098
A Shares - - - - - - - - -
C Shares - - - 11,702 - 2,888 - - 14,590
D Shares - - - 11,717 - 1,206 800 - 13,723
E Shares - - 5,000 - - 400 1,449 5,884 12,733
Total - 646 5,000 26,225 6,846 4,844 2,699 5,884 52,144
Total
investments
% 0.00% 1.24% 9.59% 50.29% 13.13% 9.29% 5.18% 11.28% 100.00%
--------------- ------------- ---------- ---------- ------------- -------------
* During the year the companies operating in the Cinema Digitisation sector undertook a change in Investment Strategy. They disposed of their projector systems and acquired portfolios of Rooftop Solar PV assets.
** Other SME funding includes GBP450,000 of Ordinary Share Class investment, GBP800,000 of D Ordinary Share Class investment and GBP1,449,000 of E Ordinary Share Class investment in to a UK based LLP which provides finance to small and medium sized enterprises.
The VCT was established to fund small and medium sized enterprises. At 31 March 2018 it had four share classes each invested in their own portfolio as detailed on page 14. The overall portfolio comprised investments in 19 small, unquoted companies and one quoted Real Estate Investment Trust, across 5 sectors: crematorium management; electricity generation, vertical growing, SME Funding; and Investment Property.
A number of new requirements were put in place following the Patient Capital Review, including an increase in the threshold for qualifying investments from 70% to 80% from 6 April 2019. The Investment Manager monitors compliance with all qualification conditions closely, and maintains a forward-looking Qualifying Investment Tracker. We will endeavour to ensure continuing compliance with all conditions.
Review and Outlook
Ordinary Share Class
The Company and the Investment Manager are working towards facilitating a rapid exit for shareholders now they have reached their five year holding period.
Crematorium Management
The Company has an investment in a business that provides crematory and mercury abatement services for the crematoria of a London Borough. This investment receives revenues from local authorities, and has consistently generated a steady return over the years it has been held.
Solar
The Company holds an investment in Green Energy For Education Limited ("GEFE"), a company that owns a portfolio of rooftop PV systems. The PV systems have been outperforming their electricity generation targets and the investment continues to provide an attractive exposure to a business benefitting from low risk Feed in Tariffs. The Company also holds investments in Digima Limited ("Digima") and Digital Screen Solutions Limited ("DSS"). Both companies have developed their businesses during the year from cinema digitisation, and each now owns a portfolio of rooftop Solar PV panels.
Hydroelectric Power
After an uncharacteristically dry autumn and winter period in 2016, we are pleased to report that the performance of the hydro schemes has improved over the course of 2017. As a result the majority of the portfolio has recorded an uplift in valuation. One company, Green Highland Shenval Limited, in which the Ordinary Share Class and D Share Class are invested has now resolved a contractual dispute which has resulted in a write down. Nonetheless, the company continues to operate well and we believe that the VCT will recover its original investment in full.
All of the hydroelectric schemes are "run of river" plants which capture excess river flow above levels determined by the Scottish Environment Protection Agency (SEPA). Water flow is generally captured before a descent and flows down the penstock (pipe) to a turbine engine which produces electricity. The water is then returned to the river. The hydro companies benefit from government backed Feed-in Tariff payments based on output and also from the sale of the electricity produced to utilities or other power companies under Power Purchase Agreements (PPAs). The contract terms were renewed during 2017 and, due to the export market rising, the companies have continued to obtain better power prices than were originally forecast of circa 5.00 pence per kWh, currently earning an average of 6.19 pence per kWh (2017: 6.62 pence per kWh).
The hydro companies remain strongly focussed on seeking efficiencies and operating improvements. As part of this focus, during 2017 an Asset Manager was appointed to explore ways in which the companies could further enhance the operational performance of the schemes. Their work included reviewing scheme layouts, hydrology data, performance data and reporting on any inefficiencies and making recommendations on where improvement could be made to enhance performance. The companies are currently implementing some of the recommendations made by the Asset Manager.
When the business rates review took place in 2016 there was some concern that the results would significantly increase the costs of hydro businesses which occupy comparatively large areas of very rural land compared to the relative level of their turnover. The companies, together with other industry members and the British Hydropower Association, have continued to lobby the Scottish Government to recognise these anomalies.
In February 2017, the Scottish Government announced a 12.5% limit on business rates increases in the hydro sector for schemes up to 1 MW for the year to 31 March 2018 and, on 12 September 2017, further announced a 60% relief on business rates for small-scale hydro schemes from 1 April 2018. The Company has investments in two companies with schemes above 1MW and the position for such schemes still remains unclear. Longer term, the Scottish Government has confirmed that it will work alongside industry organisations to fast track a review of the Plant and Machinery Order, which should address these issues.
We are pleased with the performance of the portfolio to date and we believe that, as the portfolio matures, there remains the opportunity to further enhance its value through strategic operational management.
Gas Power
The Company has invested in a company that has constructed a gas fired energy centre which will provide a reliable and secure energy supply. The energy centre completed construction and started generating in Q2 2018.
Vertical Growing
Vertical Growing is the practice of producing food in an indoor growing facility where all inputs (water, light and nutrients) meet the optimum needs of the crop. Vertical growing facilities are designed to have a sealed environment, meaning that the product is grown in a controlled environment, with positive air pressure to prevent any pests entering the facility. This ensures that insects and other pests cannot get access to the crop, removing the need to use pesticides on the crop being grown. A large variety of produce can be grown including herbs and salad leaves. By combining flexible designs and short growing cycles, vertical growing facilities enable the grower to quickly respond to the demands of customers, switching between different products with minimal notice.
Non-Qualifying
Real Estate Investment Trust ("REIT")
The Triple Point Social Housing REIT invests in social housing assets within the UK, in particular homes in the supported housing sector. These homes are adapted to provide care and support to vulnerable tenants with specific requirements, and provide tenants with greater independence than institutional care accommodation. The REIT's portfolio of assets amounts to some GBP200m and benefits from long term indexed linked leases of at least twenty years to Approved Providers such as housing associations, who are bodies that receive their funding from central and local government. Through these long leases it is able to offer its shareholders an attractive and consistent level of inflation-linked income.
SME Funding
The Company has non-qualifying investments in four companies which provide finance to SME businesses. Two of these companies are non-bank SME lending businesses which aim to address the financing needs of the UK SME market by providing business critical loans and asset finance to over 60,000 UK Corporate and SME customers. The remaining two companies provide finance in the hydroelectric power sector.
Ordinary Share Class
The Company and the Investment Manager are working towards returning value to shareholders now they have reached their five year holding period. To this end a significant dividend of GBP11,821,899 will be paid on 26(th) July 2018.
A Share Class
On 13 February 2018 the A Ordinary Shares were cancelled, with the final 1p of share capital returned to A Ordinary Class Shareholders on 9 March 2018.
C Share Class
The Company and the Investment Manager will monitor the ongoing operation and efficiency of the C Share Class investments. The C Share Class has investments in three companies which between them own six hydroelectric schemes in the Scottish Highlands. Further updates on this sector are detailed in the Hydroelectric Power section above.
D Share Class
We are pleased to report that all of the six hydro schemes located in the Scottish Highlands held by the D Share Class were commissioned on time and within budget. The Company and the Investment Manager focus now turns to improving operation and efficiency of the schemes. Further updates on this sector are detailed in the Hydroelectric Power section above.
E Share Class
The E Share Class has made a qualifying investment of GBP5 million in a pioneering vertical growing company that has commenced construction of a commercial scale growing facility in Cheshire.
The E Share Class also made a non-qualifying investment in the Triple Point Social Housing Real Estate Investment Trust plc ("REIT"). This investment is targeting a return of 5p per share per annum rising in line with inflation. The first distribution from this investment was received during the year. This distribution was in line with the target for the REIT's first payment of 1p per share from its first accounting period.
Triple Point is paid a management fee of 1% per annum for managing the REIT and consequently has agreed to rebate a corresponding part of its management fee relating to this investment, to ensure VCT Investors are not bearing additional fees.
From 1(st) April 2018 the E Share Class will benefit from the income, risk and returns on a portfolio of established diversified investments operating in Hydroelectric Power, Gas Power, Crematoria, Solar, and SME Lending, providing immediate diversification to the E Share Class. A follow on investment in to the vertical growing company, Perfectly Fresh (Cheshire) Limited is expected later in the year.
Going forward, the Company and the Investment Manager are focused on ensuring that the remaining funds are invested in line with the Company's strategy and the requirements of the VCT legislation.
If you have any questions, please do not hesitate to call us on 020 7201 8990.
Ben Beaton
Managing Partner
for Triple Point Investment Management LLP
14 June 2018
Strategic Report - Investment Portfolio Summary
31 March 2018 31 March 2017
---------------------------------------- ----------------------------------------
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted qualifying holdings 33,705 50.06 37,075 52.52 30,584 73.01 31,986 73.92
Quoted non-qualifying
holdings 6,001 8.91 5,884 8.34 - - - -
Unquoted non-qualifying
holdings 9,185 13.63 9,185 13.01 8,762 20.92 8,750 20.23
Financial assets at fair
value through profit
or loss 48,891 72.60 52,144 73.87 39,346 93.93 40,736 94.15
Cash and cash equivalents 18,448 27.40 18,448 26.13 2,534 6.07 2,534 5.85
67,339 100.00 70,592 100.00 41,880 100.00 43,270 100.00
========= ======== ========= ======== ========= ======== ========= ========
Qualifying Holdings
Unquoted
Rooftop Solar*
Digima Ltd 1,262 1.87 1,621 2.30 1,262 3.01 1,296 3.00
Digital Screen Solutions
Ltd 2,020 3.00 2,062 2.92 2,020 4.82 2,070 4.78
Solar
Cmore Energy Ltd - - - - 1,000 2.39 1,221 2.82
Green Energy for Education
Ltd 475 0.71 963 1.36 475 1.13 752 1.74
PJC Renewable Energy
Ltd - - - - 5 0.01 - -
Landfill Gas
Aeris Power Ltd - - - - 525 1.25 424 0.98
Craigahulliar Energy
Ltd - - - - 350 0.84 365 0.84
Hydro Electric Power
Elementary Energy Ltd 2,060 3.06 2,310 3.27 2,060 4.92 2,102 4.86
Green Highland Allt Choire
A Bhalachain (225) Ltd 3,130 4.65 3,504 4.96 3,130 7.47 3,038 7.02
Green Highland Allt Garbh
Ltd 2,710 4.02 2,710 3.84 2,710 6.47 2,710 6.26
Green Highland Allt Ladaidh
(1148) Ltd 3,500 5.20 4,092 5.80 3,500 8.36 3,500 8.09
Green Highland Allt Luaidhe
(228) Ltd 1,996 2.96 2,165 3.07 1,995 4.76 2,047 4.73
Green Highland Allt Phocachain
(1015) Ltd 3,932 5.84 4,187 5.93 3,932 9.39 3,941 9.11
Green Highland Shenval
Ltd 1,120 1.66 692 0.98 1,120 2.67 1,120 2.59
Green Highland Renewables
(Achnacarry) Ltd 4,300 6.39 5,569 7.89 4,300 10.27 5,200 12.02
Gas Power
Green Peak Generation
Ltd 2,200 3.27 2,200 3.12 2,200 5.25 2,200 5.08
Vertical Growing
Perfectly Fresh Cheshire
Ltd 5,000 7.43 5,000 7.08 - - - -
33,705 50.06 37,075 52.52 30,584 73.01 31,986 73.92
========= ======== ========= ======== ========= ======== ========= ========
* During the year, with the support of the Investment Manager, two companies which previously invested in the Cinema Digitisation sector, Digima Ltd and Digital Screen Solutions Ltd developed their businesses during the year from cinema digitisation and each now own a portfolio of rooftop solar PV assets.
31 March 2018 31 March 2017
-------------------------------------- --------------------------------------
Cost Valuation Cost Valuation
Non-Qualifying Holdings GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Quoted
Investment property
TP Social Housing REIT
Plc Equity 6,001 8.91 5,884 8.34 - - - -
6,001 8.91 5,884 8.34 - - - -
========= ======= ========= ======= ========= ======= ========= =======
Unquoted
Crematorium Management
Furnace Managed Services
Ltd 620 0.92 646 0.92 620 1.48 592 1.37
Hydro Electric Power
Elementary Energy Ltd 285 0.42 285 0.40 310 0.74 310 0.72
Green Highland Allt Choire
A Bhalachain (225) Ltd 318 0.47 318 0.45 342 0.82 342 0.79
Green Highland Allt Luaidhe
(228) Ltd 185 0.27 185 0.26 185 0.44 185 0.43
Green Highland Allt Phocachain
(1015) Ltd 143 0.21 143 0.20 161 0.38 161 0.37
Green Highland Renewables
(Achnacarry) Ltd 65 0.10 65 0.09 100 0.24 100 0.23
SME Funding
Hydroelectric Power:
Broadpoint 2 Ltd 2,834 4.21 2,834 4.01 2,834 6.77 2,834 6.55
Broadpoint 3 Ltd 2,010 2.98 2,010 2.85 2,010 4.80 2,010 4.65
Other:
Aeris Power Ltd 525 0.78 499 0.71 - - - -
Funding Path Ltd 2,200 3.27 2,200 3.12 2,200 5.25 2,216 5.12
9,185 13.63 9,185 13.01 8,762 20.92 8,750 20.23
--------- ------- --------- ------- --------- ------- --------- -------
Financial Assets are measured at fair value through profit or loss. The initial best estimate of fair value of these investments that are either quoted or not quoted on an active market is the transaction price (i.e. cost). The fair value of these investments is subsequently measured by reference to the enterprise value of the investee company, which is best deemed to reflect the fair value. Where the Board considers the investee company's enterprise value to remain unchanged since acquisition, investments continue to be held at cost less any loan repayments received. Where the Board considers the investee company's enterprise value has changed since acquisition, investments are held at a value measured using a discounted cash flow model or the value expected to be realised on disposal which is equivalent to fair value.
Strategic Report - Investment Portfolio's Ten Largest VCT Investments
Triple Point Social Housing REIT
Plc
Date of first Cost GBP Valuation Valuation Income Equity Equity Held
investment GBP Method recognised Held by by TPIM
by TP Income TP Income managed
for the % funds %
year GBP'000
17 November 2017 6,000,886 5,884,408 Bid Price 29 1.96 1.96
Summary of Information from Investee Company Financial GBP'000
Statements ending in 2017:
Turnover 1,027
Earnings before interest, tax, amortisation and
depreciation (EBITDA) 5,680
Profit before tax 5,672
Net assets 201,672
Triple Point Social Housing REIT Plc is a UK Real Estate Investment
Trust ("REIT") investing in UK Social Housing assets, in particular
homes in the Supported Housing sector which have been adapted to
provide care and support to vulnerable tenants.
--------------------------------------------------------------------------------------------------------
Perfectly Fresh Cheshire Ltd
Date of first Cost GBP Valuation Valuation Income Equity Equity Held
investment GBP Method recognised Held by TPIM
by TP Income by TP managed
for the Income funds %
year GBP'000 %
21 November 2017 5,000,000 5,000,000 Cost - 49.97 49.97
Summary of Information from Investee Company Financial Statements GBP'000
:
No financial information is available as the company
has not produced financial statements since it signed
its commercial agreements.
Perfectly Fresh Cheshire Ltd is constructing a pioneering vertical
growing facility. This facility will produce premium quality fresh
salads and herbs in indoor, laboratory-like conditions.
-----------------------------------------------------------------------------------------------------
Green Highland Renewables (Achnacarry)
Ltd
Date of first Cost GBP Valuation Valuation Income Equity Equity Held
investment GBP Method recognised Held by TPIM
by TP Income by TP managed
for the Income funds %
year GBP'000 %
Discounted
13 August 2014 4,300,000 5,569,000 Cash Flow 110 40.65 40.65
Summary of Information from Investee Company Financial Statements GBP'000
ending in 2017:
Turnover 1,747
Earnings before interest, tax, amortisation and depreciation
(EBITDA) 1,277
Profit before tax 605
Net assets before VCT loans 4,732
Net assets 3,442
Green Highland Renewables (Achnacarry) Ltd is operating three separate
run-of-river hydroelectric power plants located adjacent to Loch
Arkaig near Fort William. Having reached financial close in August
2014, the Allt Dubh site (722kw) was commissioned in November 2015
with the Loch Blair site (1,250kw) and the Cheanna Mhuir site (500kw)
both successfully commissioned in December 2015. The company earns
Feed-in-Tariffs and other revenues from the generation and export
of electricity to the National Grid.
Green Highland Allt Phocachain (1015)
Ltd
Date of first Cost GBP Valuation Valuation Income Equity Equity Held
investment GBP Method recognised Held by by TPIM
by TP Income TP Income managed
for the % funds %
year GBP'000
13 November Discounted
2014 3,932,000 4,187,000 Cash Flow 346 42.70 100.00
Summary of Information from Investee Company Financial Statements GBP'000
ending in 2017:
Turnover 607
Earnings before interest, tax, amortisation and depreciation
(EBITDA) 408
Loss before tax (263)
Net assets before VCT loans 4,006
Net assets 2,569
Green Highland Allt Phocachain (1015) Ltd operates two separate 500
KW run-of-river hydraulic power plants located in Glen Moriston, in
the Scottish Highlands. The company earns Feed-in-Tariffs from generation
and export of electricity to the National Grid.
--------------------------------------------------------------------------------------------------------
Green Highland Allt Ladaidh (1148)
Ltd
Date of first Cost GBP Valuation Valuation Income Equity Equity Held
investment GBP Method recognised Held by by TPIM
by TP Income TP Income managed
for the % funds %
year GBP'000
Discounted
20 March 2015 3,500,000 4,092,000 Cash Flow 294 35.17 50.25
Summary of Information from Investee Company Financial Statements GBP'000
ending in 2017:
Turnover 484
Earnings before interest, tax, amortisation and depreciation
(EBITDA) 291
Loss before tax (295)
Net assets before VCT loans 4,560
Net assets 3,060
Green Highland Allt Ladaidh (1148) Ltd operates a 1,350 KW run-of-river
hydro-electric power plant near Loch Garry, Invergarry in the Scottish
Highlands. The company earns Feed-in-Tariffs and other revenues from
the generation and export of electricity to the National Grid.
------------------------------------------------------------------------------------------------------
Green Highland Allt Choire A Bhalachain
(225) Ltd
Date of first Cost GBP Valuation Valuation Income Equity Equity Held
investment GBP Method recognised Held by TPIM
by TP Income by TP managed
for the Income funds %
year GBP'000 %
Discounted
18 July 2014 3,130,000 3,504,000 Cash Flow 295 49.90 100.00
Summary of Information from Investee Company Financial GBP'000
Statements ending in 2017:
Turnover 311
Earnings before interest, tax, amortisation and depreciation
(EBITDA) 9
Loss before tax (370)
Net assets before VCT loans 2,330
Net assets 1,382
Green Highland Allt Choire a Bhalachain (225) Ltd is currently operating
a 740kw run-of-river hydro-electric power plant located at Tomdoun,
Invergarry in the Scottish Highlands. The project started construction
in July 2014 and was commissioned on schedule in November 2015. The
company earns Feed-in-Tariffs and other revenues from the generation
and export of electricity to the National Grid.
Broadpoint 2 Ltd
Date of first Cost GBP* Valuation Valuation Income Equity Equity Held
investment GBP Method recognised Held by by TPIM
by TP Income TP Income managed
for the % funds %
year GBP'000
12 February Discounted
2015 2,834,000 2,834,000 Cash Flow 220 49.00 98.00
Summary of Information from Investee Company Financial GBP'000
Statements ending in 2017:
Turnover -
Earnings before interest, tax, amortisation and
depreciation (EBITDA) (11)
Loss before tax (20)
Net assets before VCT loans 3,088
Net assets (17)
Broadpoint 2 Ltd is a VCT non-qualifying investment, which has provided
funding to hydro-electric power companies.
------------------------------------------------------------------------------------------------------
*The directors consider the fair value to be equivalent to the par value.
Green Highland Allt Garbh Ltd
Date of first Cost GBP Valuation Valuation Income Equity Equity Held
investment GBP Method* recognised Held by by TPIM
by TP Income TP Income managed
for the % funds %
year GBP'000
01 April 2015 2,710,000 2,710,000 Cost 176 27.46 50.25
Summary of Information from Investee Company Financial Statements GBP'000
ending in 2017:
Turnover 52
Earnings before interest, tax, amortisation and
depreciation (EBITDA) 17
Loss before tax (82)
Net assets before VCT loans 4,877
Net assets 3,389
Green Highland Allt Garbh Ltd completed construction in August 2017
and is currently operating a run-of-river hydroelectric power plant
near Glen Affric, Cannich. The 1,500kW Allt Garbh scheme earns Feed-in-Tariffs
and other revenues from the generation and export of electricity to
the National Grid. It is in its first year of generation and is operating
in line with expectation.
-----------------------------------------------------------------------------------------------------
*The directors consider the valuation method used appropriate, due to the drag along rights which exist in the Investment Agreement between the Company and Green Highland Allt Garbh Ltd.
Funding Path Ltd
Date of first Cost GBP* Valuation Valuation Income Equity Equity Held
investment GBP Method recognised Held by by TPIM
by TP Income TP Income managed
for the % funds %
year GBP'000
Share
29 January of Net
2016 2,200,000 2,200,000 Assets 112 49.00 98.00
Summary of Information from Investee Company Financial Statements GBP'000
ending in 2017:
Turnover 275
Earnings before interest, tax, amortisation and
depreciation (EBITDA) 268
Profit before tax 41
Net assets before VCT loans 3,232
Net assets 32
Funding Path Ltd is a VCT non-qualifying investment, which has invested
in an LLP that provides finance to small and medium sized enterprises
(SMEs).
-----------------------------------------------------------------------------------------------------
*The directors consider the fair value to be equivalent to the par value.
Elementary Ltd
Date of first Cost GBP Valuation Valuation Income Equity Equity Held
investment GBP Method recognised Held by by TPIM
by TP Income TP Income managed
for the % funds %
year GBP'000
Discounted
18 March 2013 2,060,000 2,310,000 Cash Flow 204 49.93 99.22
Summary of Information from Investee Company Financial Statements GBP'000
ending in 2017:
Turnover 285
Earnings before interest, tax, amortisation and
depreciation (EBITDA) 205
Loss before tax (61)
Net assets before VCT loans 1,893
Net assets 353
Elementary Energy Ltd is currently operating a 500kw run-of-river
hydroelectric power plant situated at Abhainn Shalachain river at
Fiunary, Morven, Scotland. The plant was commissioned in January 2015
and is operating successfully earning Feed-in-Tariffs and other revenues
from the generation and export of electricity to the National Grid.
Strategic Report -Significant Influence and Control
The principal undertakings in which the Company's interest at the year-end is 20% or more are as follows:
Name Registered address Holding
30 Camp Road, Farnborough, Hampshire,
Aeris Power Limited GU14 6EW 100.00%
18 St Swithin's Lane, London, EC4N
Broadpoint 2 Limited 8AD 49.00%
------------------------------------------- ---------
30 Camp Road, Farnborough, Hampshire,
Digima Limited GU14 6EW 30.87%
------------------------------------------- ---------
30 Camp Road, Farnborough, Hampshire,
Digital Screen Solutions Limited GU14 6EW 35.36%
------------------------------------------- ---------
18 St Swithin's Lane, London, EC4N
Elementary Energy Limited 8AD 49.93%
------------------------------------------- ---------
18 St Swithin's Lane, London, EC4N
Funding Path Limited 8AD 49.00%
------------------------------------------- ---------
30 Buckland Gardens, Ryde, Isle
Furnace Managed Services Limited of Wight, PO33 3AG 99.72%
------------------------------------------- ---------
Green Energy for Education 18 St Swithin's Lane, London, EC4N
Limited 8AD 50.00%
------------------------------------------- ---------
Green Highland Allt Choire Q Court, 3 Quality Street, Edinburgh,
A Bhalachain Limited EH4 5BP 49.90%
------------------------------------------- ---------
Inveralmond Road, Inveralmond Industrial
Green Highland Allt Garbh Limited Estate, Perth, PH1 3TW 27.46%
------------------------------------------- ---------
Green Highland Allt Ladaidh Q Court, 3 Quality Street, Edinburgh,
(1148) Limited EH4 5BP 35.17%
------------------------------------------- ---------
Green Highland Allt Luaidhe Q Court, 3 Quality Street, Edinburgh,
(228) Limited EH4 5BP 35.18%
------------------------------------------- ---------
Green Highland Allt Phochachain Q Court, 3 Quality Street, Edinburgh,
(1015) Limited EH4 5BP 42.70%
------------------------------------------- ---------
Green Highland Renewables (Achnacarry) Inveralmond Road, Inveralmond Industrial
Limited Estate, Perth, PH1 3TW 40.65%
------------------------------------------- ---------
Q Court, 3 Quality Street, Edinburgh,
Green Highland Shenval Limited EH4 5BP 28.16%
------------------------------------------- ---------
Q Court, 3 Quality Street, Edinburgh,
Green Peak Generation Limited EH4 5BP 48.26%
------------------------------------------- ---------
18 St Swithin's Lane, London, EC4N
Perfectly Fresh Cheshire Limited 8AD 49.97%
------------------------------------------- ---------
-- All investments are held in the UK.
-- The investments are a combination of debt and equity.
-- Equity holding is equal to the voting rights.
The Strategic Report has been approved by the Board and signed on their behalf by the Chairman.
David Frank
Chairman
14 June 2018
Report of the Directors
The Directors present their Report and the audited Financial Statements for the year ended 31 March 2018.
Details of Directors
David Frank was a partner in Slaughter and May for twenty two years before retiring from the firm in 2008. As well as being the firm's first Practice Partner from 2001 to 2008, his practice involved acting for several venture capital houses, including 3i and Schroder Ventures. He was also involved in several flotations in the venture capital sector, including 3i, Baronsmead and SVG Capital. Since retiring from legal practice, he has established a portfolio of voluntary roles. He has been a Director and Chairman of the Company since 11 November 2010.
Simon Acland has over twenty five years' experience in venture capital, primarily at Quester, where he became Managing Director. When Quester was sold in 2007 it had GBP200m under management and was one of the leading UK venture capital and VCT investment managers. Simon was a director of over 20 companies in Quester's portfolio, many of which achieved successful exits through flotation or trade sales. Simon is also a director of various other private companies and charities, and a member of the investment committee of the British Business Bank's Angel Co-Fund. Simon is also an Executive Director of Green Angel Syndicate, the UK's only business angel group focussed on investing in the green economy. Simon was appointed a Director on 12 March 2009.
Michael Stanes has been an Investment Director at Heartwood Investment Management, a London-based firm providing investment management and wealth structuring services for high net worth individuals, since 2010. He began his career at Warburg Investment Management (which became Mercury Asset Management) where he ran equity portfolios in London and Tokyo. He then moved to the US where he founded a business on behalf of Merrill Lynch offering equity portfolio management to high net worth individuals. In 2002 he joined Goldman Sachs Asset Management in London running global equity portfolios for a range of institutional and individual clients before joining a new fund management partnership as CEO. Michael was appointed a Director on 21 November 2012.
All Directors are considered to be independent.
The Board has considered provision B.7.2 of the UK Corporate Governance Code (April 2016) and believes that all the Directors continue to be effective and to demonstrate commitment to their roles, the Board and the Company. The Directors are discussed further within the Corporate Governance report on pages 31 and 32 which demonstrates the Board's compliance with the UK Corporate Governance code.
Activities and Status
The Company is a Venture Capital Trust and its main activity is investing. The Company has chosen to focus its investing activities towards companies involved in renewable energy, energy production, innovative vertical growing and SME funding.
The Company has been approved as a VCT by HMRC and, in the opinion of the Directors, has conducted its affairs so as to enable it to continue to obtain such approval.
The Company is registered in England as a Public Limited Company (Registration number 6421083). The Directors have managed, and intend to continue to manage, the Company's affairs in such a manner as to comply with Section 274 of the Income Tax Act 2007 which grants approval as a VCT.
The Company was not at any time up to the date of this report a close company within the meaning of S439 of the Corporation Tax Act 2010.
Post Balance Sheet Events
For details of post balance sheet events see note 21 to the Financial Statements.
Directors' and Officers' Liability Insurance
The Company has, as permitted by S233 of the Companies Act 2006, maintained insurance cover on behalf of the Directors and Company Secretary, indemnifying them against certain liabilities which may be incurred by them in relation to their offices with the Company.
Matters Covered in the Strategic Report
Dividends and financial risk management have both been discussed within the Strategic Report on pages 2,3 and 13.
Management
TPIM acts as Investment Manager to the Company. The principal terms of the Company's management agreement with TPIM are set out in note 5 to the Financial Statements.
The Board has evaluated the performance of the Investment Manager based on the returns generated since taking on the management of the Fund and a review of the management contract and the services provided in accordance with its terms. As required by the Listing Rules, the Directors confirm that in their opinion the continuing appointment of TPIM as Investment Manager is in the best interests of the shareholders as a whole. In reaching this conclusion the Directors have taken into account the performance of other VCTs managed by TPIM and the service provided by TPIM to the Company.
Substantial Shareholdings
As at the date of this report no disclosures of major shareholdings had been made to the Company under Disclosure and Transparency Rule 5 (Vote Holder and Issuer Notification Rules).
Global Greenhouse Gas Emissions
The Company has no greenhouse gas emissions to report from the operations of the Company, nor does it have responsibility for any other emission producing sources under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013.
Annual General Meeting
Notice convening the 2018 Annual General Meeting of the Company and a form of proxy in respect of that meeting can each be found at the end of this document.
Share Capital, Rights Attaching to the Shares and Restrictions on Voting and Transfer
The Company had in issue 19,463,120 Ordinary Shares, 13,441,438 C Ordinary Shares,13,701,636 D Ordinary Shares and 28,949,575 E Ordinary Shares at 31 March 2018 (see note 15). As at that date none of the issued shares were held by the Company as treasury shares. Subject to any suspension or abrogation of rights pursuant to relevant law or the Company's articles of association, the shares confer on their holders (other than the Company in respect of any treasury shares) the following principal rights:
a) the right to receive out of profits available for distribution such dividends as may be agreed to be paid (in the case of a final dividend in an amount not exceeding the amount recommended by the Board as approved by shareholders in general meeting or in the case of an interim dividend in an amount determined by the Board). All dividends unclaimed for a period of 12 years after having become due for payment are forfeited automatically and cease to remain owing by the Company;
b) the right, on a return of assets on a liquidation, reduction of capital or otherwise, to share in the surplus assets of the Company remaining after payment of its liabilities pari passu with other holders of ordinary shares of that class; and
c) the right to receive notice of and to attend and speak and vote in person or on a poll by proxy at any general meeting of the Company. On a show of hands every member present or represented and voting has one vote and on a poll every member present or represented and voting has one vote for every share of which that member is the holder; the validly executed appointment of a proxy must be received not less than 48 hours before the time of the holding of the relevant meeting or adjourned meeting or, in the case of a poll taken otherwise than at or on the same day as the relevant meeting or adjourned meeting, be received after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll.
These rights can be suspended. If a member, or any other person appearing to be interested in shares held by that member, has failed to comply within the time limits specified in the Company's articles of association with a notice pursuant to S793 of the Companies Act 2006 (notice by a Company requiring information about interests in its shares), the Company can until the default ceases suspend the right to attend and speak and vote at a general meeting and if the shares represent at least 0.25% of their class the Company can also withhold any dividend or other money payable in respect of the shares (without any obligation to pay interest) and refuse to accept certain transfers of the relevant shares.
Shareholders, either alone or with other shareholders, have other rights as set out in the Company's articles of association and in company law.
A member may choose whether his or her shares are evidenced by share certificates (certificated shares) or held in electronic (uncertificated) form in CREST (the UK electronic settlement system). Any member may transfer all or any of his or her shares, subject in the case of certificated shares to the rules set out in the Company's articles of association or in the case of uncertificated shares to the regulations governing the operation of CREST (which allow the Directors to refuse to register a transfer as therein set out); the transferor remains the holder of the shares until the name of the transferee is entered in the register of members. The Directors may refuse to register a share transfer if it is in respect of a certificated share which is not fully paid up or on which the Company has a lien provided that, where the share transfer is in respect of any share admitted to the Official List maintained by the UK Listing Authority, any such discretion may not be exercised so as to prevent dealings taking place on an open and proper basis, or if in the opinion of the Directors (and with the concurrence of the UK Listing Authority) exceptional circumstances so warrant, provided that the exercise of such power will not disturb the market in those shares. Whilst there are no squeeze-out and sell-out rules relating to the shares in the Company's articles of association, shareholders are subject to the compulsory acquisition provisions in S974 to S991 of the Companies Act 2006.
Amendment of Articles of Association
The Company's articles of association may be amended by the members of the Company by special resolution (requiring a majority of at least 75% of the persons voting on the relevant resolution).
Appointment and Replacement of Directors
A person may be appointed as a Director of the Company by the shareholders in general meeting by ordinary resolution (requiring a simple majority of the persons voting on the relevant resolution) or by the Directors; no person, other than a Director retiring by rotation or otherwise, shall be appointed or re-appointed a Director at any general meeting unless he is recommended by the Directors or, not less than seven nor more than 42 clear days before the date appointed for the meeting, notice is given to the Company of the intention to propose that person for appointment or re-appointment in the form and manner set out in the Company's articles of association.
Each Director who is appointed by the Directors (and who has not been elected as a Director of the Company by the members at a general meeting held in the interval since his appointment as a Director of the Company) is to be subject to election as a Director of the Company by the members at the first Annual General Meeting of the Company following his or her appointment. At each Annual General Meeting of the Company one third of the Directors for the time being, or if their number is not three or an integral multiple of three the number nearest to but not exceeding one-third, are to be subject to re-election.
The Companies Act allows shareholders in general meeting by ordinary resolution (requiring a simple majority of the persons voting on the relevant resolution) to remove any Director before the expiry of his or her period of office, but without prejudice to any claim for damages which the Director may have for breach of any contract of service between him or her and the Company.
A person also ceases to be a Director if he or she resigns in writing, ceases to be a Director by virtue of any provision of the Companies Act, becomes prohibited by law from being a Director, becomes bankrupt or is the subject of a relevant insolvency procedure, or becomes of unsound mind, or if the Board so decides following at least six months' absence without leave or if he or she becomes subject to relevant procedures under the mental health laws, as set out in the Company's articles of association.
Powers of the Directors
Subject to the provisions of the Companies Act, the memorandum and articles of association of the Company and any directions given by shareholders by special resolution, the articles of association specify that the business of the Company is to be managed by the Directors, who may exercise all the powers of the Company, whether relating to the management of the business or not. In particular, the Directors may exercise on behalf of the Company its powers to purchase its own shares to the extent permitted by shareholders.
Directors Responsibilities
The Directors confirm that:
-- so far as each of the Directors is aware there is no relevant audit information of which the Company's auditor is unaware; and
-- the Directors have taken all steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.
Auditor
Grant Thornton UK LLP resigned as the company's auditor during the year following the conclusion of a formal tender process led by the Company's audit committee. The Directors appointed BDO LLP to fill the casual vacancy. BDO LLP will offer themselves for appointment as auditor in accordance with S489(4) of the Companies Act 2006. A resolution to appoint BDO LLP as auditor and to authorise the Directors to fix their remuneration will be proposed at the forthcoming annual General Meeting.
On behalf of the Board.
David Frank
Director
14 June 2018
Directors' Responsibilities Statement
The Directors are responsible for preparing the Strategic Report, the Directors' Report, the Directors' Remuneration Report and the Financial Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Financial Statements for each financial year. Under that law the Directors have elected to prepare the Financial Statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. Under company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Company for that year. In preparing these Financial Statements, the Directors are required to:
-- select suitable accounting policies and then apply them consistently; -- make judgments and accounting estimates that are reasonable and prudent;
-- state whether applicable IFRS have been followed, subject to any material departures disclosed and explained in the Financial Statements; and
-- prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Financial Statements and the Remuneration report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for preparing the Annual Report in accordance with applicable law and regulations. The Directors consider the Annual Report and the Financial Statements, taken as a whole, provide the information necessary to assess the Company's position, performance, business model and strategy and are fair, balanced and understandable.
The Company's Financial Statements are published on the TPIM website, www.triplepoint.co.uk. The maintenance and integrity of this website is the responsibility of TPIM and not of the Company. Legislation in the United Kingdom governing the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions.
To the best of our knowledge:
-- The Financial Statements, prepared in accordance with IFRS as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
-- The Strategic Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.
On behalf of the Board
David Frank
Chairman
14 June 2018
Corporate Governance
This Corporate Governance Report forms part of the Directors' Report on pages 26-29.
The Financial Conduct Authority requires through the listing rules, all listed companies to disclose how they have applied the principles and complied with the provisions of the UK Corporate Governance Code (the 'Code') issued by the Financial Reporting Council (FRC) in 2016.
The Board of Triple Point Income VCT plc has considered the principles and recommendations of the Association of Investment Companies Code of Corporate Governance (AIC Code 2016) by reference to the Association of Investment Companies Corporate Governance Guide for Investment Companies (AIC Guide). The AIC Code 2016, as explained by the AIC Guide, addresses all the principles set out in the UK Corporate Governance Code (April 2016), as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company.
The Board considers that reporting against principles and recommendations of the AIC Code 2016, by reference to the AIC Guide, which incorporates the UK Corporate Governance Code (April 2016), will provide improved reporting to shareholders. The Company has complied with the recommendations of the AIC Code and the relevant provisions of the code, except as set out on page 35 under the heading Compliance Statement.
The Company is committed to maintaining high standards in corporate governance and has complied with the recommendations of the AIC Code 2016 and the relevant provisions of the UK Corporate Governance Code (April 2016), except as set out at the end of this report in the Compliance Statement.
Board of Directors
The Company has a Board of three Non-Executive Directors. Since all Directors are Non-Executive and day-to-day management responsibilities are sub-contracted to the Investment Manager, the Company does not have a Chief Executive Officer. The Directors have a range of business and financial skills which are relevant to the Company; these are described on page 26 of this report. Directors are provided with key information on the Company's activities, including regulatory and statutory requirements, by the Investment Manager. The Board has direct access to company secretarial advice and compliance services provided by the Investment Manager which is responsible for ensuring that Board procedures are followed and applicable regulations complied with. All Directors are able to take independent professional advice in furtherance of their duties.
Any appointment of new Directors to the Board is conducted, and appointments made, on merit and with due regard for the benefits of diversity on the Board, including gender. All Directors are able to allocate sufficient time to the Company to discharge their responsibilities.
The Board meets regularly on a quarterly basis, and on other occasions as required, to review the investment performance and monitor compliance with the investment policy laid down by the Board. There is a formal schedule of matters reserved for Board decision and the agreement between the Company and the Investment Manager has authority limits beyond which Board approval must be sought.
The Investment Manager has authority over the management of the investment portfolio, the organisation of custodial services, accounting, secretarial and administrative services. In practice the Investment Manager makes investment recommendations for the Board's approval. In addition all investment decisions involving other VCTs managed by the Investment Manager are taken by the Board rather than the Investment Manager. Other matters reserved for the Board include:
-- the consideration and approval of future developments or changes to the investment policy, including risk and asset allocation;
-- consideration of corporate strategy; -- approval of any dividend or return of capital to be paid to the shareholders; -- the appointment, evaluation, removal and remuneration of the Investment Manager; -- the performance of the Company, including monitoring the net asset value per share; and -- monitoring shareholder profiles and considering shareholder communications.
The Chairman leads the Board in the determination of its strategy and in the achievement of its objectives. The Chairman is responsible for organising the business of the Board, ensuring its effectiveness and setting its agenda and has no involvement in the day to day business of the Company. He facilitates the effective contribution of the Directors and ensures that they receive accurate, timely and clear information and that they communicate effectively with shareholders. The Chairman does not have significant commitments conflicting with his obligations to the Company.
The Company Secretary is responsible for advising the Board on all governance matters. All of the Directors have access to the advice and services of the Company Secretary which has administrative responsibility for the meetings of the Board and its committees. Directors may also take independent professional advice at the Company's expense where necessary in the performance of their duties. As all of the Directors are Non-Executive, it is not considered appropriate to identify a member of the Board as the senior Non-Executive Director of the Company.
The Company's articles of association and the schedule of matters reserved to the Board for decision provide that the appointment and removal of the Company Secretary is a matter for the full Board.
The Company's articles of association require that one third of the Directors should retire by rotation each year and seek re-election at the Annual General Meeting and that Directors newly appointed by the Board should seek re-appointment at the next Annual General Meeting. The Board complies with the requirement of the UK Corporate Governance Code (April 2016) that all Directors are required to submit themselves for re-election at least every three years.
Under provision B.7.1 of the UK Corporate Governance Code Non-Executive Directors who have served longer than nine years should be subject to annual re-election. After the current period, Simon Acland will have served as a Non-Executive Director for 9 years and will offer himself for re-election annually.
During the period covered by these Financial Statements the following meetings were held:
Directors present 4 Full Board 2 Audit Committee
Meetings Meetings
David Frank, Chairman 4 2
Simon Acland 4 2
Michael Stanes 4 2
Audit Committee
The Board has appointed an audit committee of which David Frank is Chairman, which deals with matters relating to audit, financial reporting and internal control systems. The Committee meets as required and has direct access to BDO LLP, the Company's auditor.
The audit committee safeguards the objectivity and independence of the auditor by reviewing the nature and extent of non-audit services supplied by the external auditor to the Company. BDO LLP do not provide any non-audit services to the company.
When considering whether to recommend the reappointment of the external auditor the audit committee takes into account their current fee tender compared to the external audit fees paid by other similar companies. The audit committee will then recommend to the Board the appointment of an external auditor which is ratified at the Annual General Meeting.
The FRC's Ethical Standard requires the audit partner to rotate every five years. During the year an audit tender process was undertaken. This resulted in the resignation of Grant Thornton UK LLP and the directors appointing BDO LLP to fill the casual vacancy.
The effectiveness of the external audit is assessed as part of the Board evaluation conducted annually and by the quality and content of the audit plan provided to the audit committee by the external auditor and the discussions then held on topics raised. The audit committee will challenge the external auditor at the audit committee meeting if appropriate.
The audit committee's terms of reference include the following roles and responsibilities:
-- reviewing and making recommendations to the Board in relation to the Company's published Financial Statements and other formal announcements or regulatory returns relating to the Company's financial performance, reviewing significant financial reporting judgements contained in them;
-- reviewing and making recommendations to the Board in relation to the Company's internal control (including internal financial control) and risk management systems;
-- periodically considering the need for an internal audit function;
-- making recommendations to the Board in relation to the appointment, re-appointment and removal of the external auditor and approving the remuneration and terms of engagement of the external auditor;
-- reviewing and monitoring the external auditor's independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional regulatory requirements;
-- monitoring the extent to which the external auditor is engaged to supply non-audit services; and
-- ensuring that the Investment Manager has arrangements in place for the investigation and follow-up of any concerns raised confidentially by staff in relation to propriety of financial reporting or other matters.
The committee reviews its terms of reference and effectiveness annually and recommends to the Board any changes required as a result of the review. The terms of reference are available on request from the Company Secretary.
The Board considers that the members of the committee collectively have the skills and experience required to discharge their duties effectively, and that the Chairman of the committee meets the requirements of the UK Corporate Governance Code (April 2016) as to relevant financial experience.
The Company does not have an independent internal audit function as it is not deemed appropriate given the size of the Company and the nature of the Company's business. However, the committee considers annually whether there is a need for such a function and, if there were, would recommend it be established.
In respect of the year ended 31 March 2018, the audit committee discharged its responsibilities by:
-- conducting a formal audit tender process and making a recommendation to the board in relation to the removal of Grant Thornton UK LLP and the appointment and approval of remuneration and terms of engagement of BDO LLP;
-- reviewing the external auditor's plan for the audit of the Financial Statements, including identification of key risks and confirmation of auditor independence;
-- reviewing TPIM's statement of internal controls operated in relation to the Company's business and assessing those controls in minimising the impact of key risks;
-- reviewing periodic reports on the effectiveness of TPIM's compliance procedures; -- reviewing the appropriateness of the Company's accounting policies;
-- reviewing the Company's half-yearly results and draft annual Financial Statements prior to Board approval;
-- reviewing the external auditor's audit plan document to the audit committee on the annual Financial Statements; and
-- reviewing the Company's going concern status.
The audit committee is responsible for considering and reporting on any significant issues that arise in relation to the Financial Statements.
The key areas of risk that have been identified and considered by the audit committee in relation to the business activities and the Financial Statements of the Company are as follows:
-- valuation and existence of unquoted investments; and
-- compliance with HM Revenue & Customs conditions for maintenance of approved Venture Capital Trust status.
The audit committee relies on the Investment Manager to assess the valuation of unquoted investments and the existence of those investments. The Investment Manager has a director on the board of all the investee companies and meets regularly with the other directors and hence has an oversight of all the investments made. The audit committee have reviewed the valuations and discussed them with both the Investment Manager and the external auditor to confirm their assessment of the valuation of unquoted investments and the existence of those investments.
The Investment Manager has confirmed to the audit committee that the conditions for maintaining the Company's status as an approved Venture Capital Trust had been complied with throughout the year. The position is also reviewed by Philip Hare & Associates LLP in its capacity as adviser to the Company on taxation matters.
The audit committee has considered the whole Report and Accounts for the year ended 31 March 2018 and has reported to the Board that it considers them to be fair, balanced and understandable providing the information necessary for shareholders to assess the Company's position, performance, business model and strategy.
Internal Control
The Directors have overall responsibility for keeping under review the effectiveness of the Company's systems of internal controls. The purpose of these controls is to ensure that proper accounting records are maintained, the Company's assets are safeguarded and the financial information used within the business and for publication is accurate and reliable; such a system can only provide reasonable and not absolute assurance against material misstatement or loss. The system of internal controls is designed to manage rather than eliminate the risk of failure to achieve business objectives. As part of this process an annual review of the internal control systems is carried out. The review covers all material controls including financial, operational and risk management systems. The Directors regularly review financial results and investment performance with the Investment Manager.
The Directors have established an ongoing process designed to meet the particular needs of the Company in identifying, evaluating and managing risks to which it is exposed. The process adopted is one whereby the Directors identify the risks to which the Company is exposed including, among others, market risk, VCT qualifying investment risk and operational risks which are recorded on a risk register. The controls employed to mitigate these risks are identified and the residual risks are rated taking into account the impact of the mitigating factors. The risk register is updated twice a year.
TPIM is engaged to provide administrative (including accounting) services and retains physical custody of the documents of title relating to investments.
The Directors regularly review the system of internal controls, both financial and non-financial, operated by the Company and the Investment Manager. These include controls designed to ensure that the Company's assets are safeguarded and that proper accounting records are maintained.
Internal control systems include the production and review of quarterly bank reconciliations and management accounts.
The Investment Manager's procedures are subject to internal compliance checks.
Capital management is monitored and controlled by the Investment Manager. The capital being managed includes equity and fixed interest VCT qualifying investments, cash balances and liquid resources including debtors and creditors.
The Company's objectives when managing capital are:
-- to safeguard its ability to continue as a going concern, so that it can continue to provide returns to shareholders and benefits for other stakeholders;
-- to ensure sufficient liquid resources are available to meet the funding requirements of its investments and to fund new investments where identified.
Going Concern
After making the necessary enquiries, the Directors confirm that they are satisfied that the Company has adequate resources to continue in business for at least the next 12 months. The Board receives regular reports from the
Investment Manager and the Directors believe that, as no material uncertainties leading to significant doubt about going concern have been identified, it is appropriate to continue to apply the going concern basis in preparing the Financial Statements.
Relations with Shareholders
The Board recognises the value of maintaining regular communications with shareholders. In addition to the formal business of the Annual General Meeting, an opportunity is given to all shareholders to question the Board and the Investment Manager on matters relating to the Company's operation and performance. The Board and the Investment Manager will also respond to any written queries made by shareholders during the course of the year and both can be contacted at 18 St Swithin's Lane, London, EC4N 8AD or on 020 7201 8989.
Compliance Statement
The Listing Rules require the Board to report on compliance with the UK Corporate Governance Code (April 2016) provisions throughout the accounting period. With the exception of the limited items outlined below, the Directors consider that the Company has complied throughout the period under review with the provisions set out in the UK Corporate Governance Code (April 2016).
1. New Directors do not receive a full, formal and tailored induction on joining the Board. Such matters are addressed on an individual basis as they arise (B.4.1).
2. Due to the size of the Board and the nature of the Company's business, a formal performance evaluation of the Board, its committees, the individual Directors and the Chairman has not been undertaken. Specific performance issues are dealt with as they arise (B.6.1, B.6.3).
3. The Company does not have a senior Independent Director. The Board does not consider such an appointment appropriate for the Company (A.4.1).
4. The Company conducts a formal review as to whether there is a need for an internal audit function. The Directors do not consider that an internal audit would be an appropriate control for a Venture Capital Trust (C.3.6).
5. As all the Directors are Non-Executive, it is not considered appropriate to appoint a Nomination or Remuneration Committee (B.2.1 and D.2.1).
6. The Audit committee includes three Non-Executive Directors all of whom are considered independent. David Frank is Chairman of the Company and is also chairman of the audit committee but it is not considered appropriate to appoint another independent director. The Board regularly reviews the independence of its Directors (C.3.1).
On behalf of the Board
David Frank
Chairman
14 June 2018
Directors' Remuneration Report
Introduction
This report is submitted in accordance with schedule 8 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008, in respect of the year ended 31 March 2018. This report also meets the Financial Conduct Authority's Listing Rules and describes how the Board has applied the principles relating to Directors' remuneration set out in UK Corporate Governance Code (issued April 2016). The reporting requirements require two sections to be included, a Policy Report and an Annual Remuneration Report which are presented below.
Directors' Remuneration Policy Report
This statement of the Directors' Remuneration Policy was effective following approval by shareholders at the Annual General Meeting on 24 August 2017. The Board currently comprises three Directors, all of whom are Non-Executive. The Board does not have a separate remuneration committee as the Company has no employees or executive directors. The Board has not retained external advisers in relation to remuneration matters but has access to information about Directors' fees paid by other companies of a similar size and type. No views which are relevant to the formulation of the Directors' remuneration policy have been expressed to the Company by shareholders, whether at a general meeting or otherwise.
The Board's policy is that the remuneration of Non-Executive Directors should reflect the experience of the Board as a whole, be fair and be comparable with that of other relevant Venture Capital Trusts that are similar in size and have similar investment objectives and structures. Furthermore, the level of remuneration should be sufficient to attract and retain the Directors needed to oversee the Company properly and to reflect the specific circumstances of the Company, the duties and responsibilities of the Directors and the value and amount of time committed to the Company's affairs. The articles of association provide that the Directors shall be paid in aggregate a sum not exceeding GBP100,000 per annum. None of the Directors are eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits in respect of their services as Non-Executive Directors of the Company.
The articles of association provide that Directors shall retire and be subject to re-election at the first Annual General Meeting after their appointment and that any Director who has not been re-elected for three years shall retire and be subject to re-election at the Annual General Meeting. Also any Director not considered independent shall retire each year and offer himself for re-election at the Annual General Meeting. The Directors' service contracts provide for an appointment of 12 months, after which three months' written notice must be given by either party. A Director who ceases to hold office is not entitled to receive any payment other than accrued fees (if any) for past services. The same policies will apply if a new Director is appointed.
Details of each Director's contract are shown below. The Chairman is paid more than the other Directors to reflect the additional responsibilities of that role. There are no other fees payable to the Directors for additional services outside of their contracts.
Unexpired term
of contract Policy on
at 31 March Annual rate of payment of
Date of Contract 2018 Directors' fees loss of office
GBP
David Frank, Chairman 11-Nov-10 None 20,000 None
Simon Acland 12-Mar-09 None 17,500 None
Michael Stanes 21-Nov-12 None 17,500 None
----------------------- ----------------- ---------------- ------------------ -----------------
It was agreed that the Directors' remuneration would increase when the E Share Class Offer was launched, in the case of David Frank, to GBP20,000 and in the case of the other Directors to GBP17,500.
Annual Remuneration Report
The remuneration policy described above was approved on 24 August 2017 at the Annual General Meeting and will remain unchanged for another three year period. The Board will review the remuneration of the Directors in line with the VCT industry on an annual basis, if thought appropriate. Otherwise, only a change in role is likely to incur a change in remuneration of any one Director.
Directors' Remuneration (audited information)
The fees paid to Directors in respect of the year ended 31 March 2018 and the prior year are shown below:
Emoluments Emoluments
for the year for the year
ended 31 March ended 31 March
2018 2017
GBP GBP
David Frank 20,000 18,492
Simon Acland 17,500 15,992
Michael Stanes 17,500 15,992
55,000 50,476
Employers' NI contributions 1,210 607
Total Emoluments 56,210 51,083
------------------------------- -----------------
None of the Directors are eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits in respect of their services as Non-Executive Directors of the Company.
Information required on executive Directors, including the Chief Executive Officer and employees, has been omitted because the Company has neither and therefore it is not relevant.
Directors' emoluments compared to payments to shareholders:
31 March 2018 31 March 2017
GBP'000 GBP'000
Dividends paid:
* Ordinary Shareholders 1,460 -
* A Shareholders 2,196 -
* C Shareholders 672 672
* D Shareholders 685 -
Share buy-backs - -
--------------- ----------------
Total paid to shareholders 5,013 672
--------------- ----------------
Directors' emoluments 56 51
------------------------------------ --------------- ----------------
Directors' Share Interests (audited information)
At 31 March 2018 the Directors held no shares in the Company (2017: Nil). At 31 March 2018 Simon Acland's wife held 48,750 D Class Shares (2017: 48,750). There have been no changes in the holdings of the Directors or their connected parties between 31 March 2018 and the date of this report. There are no requirements or restrictions on Directors holding shares in the Company.
Statement of Voting at the Annual General Meeting
The 2017 Remuneration Report was presented to the Annual General Meeting in August 2017 and received shareholder approval following a vote 99.6% of those voting were in favour and 4,899 shares abstained.
The 2017 Remuneration Policy was presented to the Annual General Meeting in August 2017 and received shareholder approval following a vote 99.1% in favour and 30,143 shares abstained.
Statement of the Chairman
At 31 March 2018 the Directors' fees are fixed at GBP20,000 for the Chairman and GBP17,500 for each of the other Directors. As mentioned on page 36, Directors' fees were increased alongside the launch of the E Shares. The remuneration of the Directors reflects the experience of the Board as a whole and is fair and comparable with that of other relevant Venture Capital Trusts that are similar in size and have similar investment objectives and structures.
On behalf of the Board
David Frank
Chairman
14 June 2018
Statement of Comprehensive Income
For the year ended 31 March 2018
31 March 2018 31 March 2017
------------------------------------- ---------------------------------
Note Rev. Cap. Total Rev. Cap. Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Income
Investment income 4 2,620 - 2,620 2,307 - 2,307
Gain arising on the
disposal
of investments
during
the year 10/11 - 108 108 - - -
Gain arising on the
revaluation
of investments at
the
year end 10 - 2,096 2,096 - 815 815
Investment return 2,620 2,204 4,824 2,307 815 3,122
--------------- --------- --------- --------- --------- -----------
Expenses
Investment
management
fees 5 986 329 1,315 568 189 757
Financial and
regulatory
costs 42 - 42 32 - 32
General
administration 191 153 344 117 - 117
Legal and
professional
fees 6 86 38 124 51 4 55
Directors'
remuneration 7 56 - 56 50 - 50
Operating expenses 1,361 520 1,881 818 193 1,011
--------------- --------- --------- --------- --------- -----------
Profit/(loss)
before
taxation 1,259 1,684 2,943 1,489 622 2,111
Taxation 8 (189) 99 (90) (298) 52 (246)
Profit after
taxation 1,070 1,783 2,853 1,191 674 1,865
--------------- --------- --------- --------- --------- -----------
Profit and total
comprehensive
income for the
period 1,070 1,783 2,853 1,191 674 1,865
--------------- --------- --------- --------- --------- -----------
Basic and diluted
earnings
per share (pence)
Ordinary Share 9 0.73p 2.77p 3.50p 0.88p 1.17p 2.05p
A Share 9 (0.22p) 1.74p 1.52p 1.15p 0.03p 1.18p
C Share 9 5.02p 6.32p 11.34p 3.06p 3.40p 6.46p
D Share 9 3.85p 3.94p 7.79p 4.01p (0.08p) 3.93p
E Share 9 (0.92p) (0.78p) (1.70p) - - -
The total column of this statement is the Statement of Comprehensive Income of the Company prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The supplementary revenue return and capital columns have been prepared in accordance with the Association of Investment Companies Statement of Recommended Practice (AIC SORP).
All revenue and capital items in the above statement derive from continuing operations.
This Statement of Comprehensive Income includes all recognised gains and losses.The accompanying notes are an integral part of these statements.
Balance Sheet
at 31 March 2018
Company No: 06421083
31 March 2018 31 March 2017
Note GBP'000 GBP'000
Non-current assets
Financial assets at fair
value through profit
or loss 10 52,144 39,947
--------------- ---------------
Current assets
Assets held for sale 11 - 789
Receivables 12 1,376 1,726
Cash and cash equivalents 13 18,448 2,534
19,824 5,049
--------------- ---------------
Total Assets 71,968 44,996
--------------- ---------------
Current liabilities
Payables and accrued
expenses 14 659 253
Current taxation payable 91 264
750 517
--------------- ---------------
Net Assets 71,218 44,479
=============== ===============
Equity attributable to
equity holders of the
parent
Share capital 15 756 518
Share redemption reserve 2 2
Share premium 44,968 16,307
Special distributable
reserve 23,968 27,301
Capital reserve 942 (841)
Revenue reserve 582 1,192
Total equity 71,218 44,479
=============== ===============
Shareholder' funds
Ordinary Share 17 65.74p 69.74p
A Share 17 - 42.46p
C Share 17 112.84p 106.49p
D Share 17 107.98p 105.19p
E Share 17 98.32p -
The statements were approved by the Directors and authorised for issue on 14 June 2018 and are signed on their behalf by:
David Frank
Chairman
14 June 2018
The accompanying notes are an integral part of this statement.
Statement of Changes in Shareholders' Equity
For the year ended 31 March 2018
Special
Issued Share Redemption Share Distributable Capital Revenue
Capital Reserve Premium Reserve Reserve Reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Year ended 31 March
2018
Opening balance 518 2 16,307 27,301 (841) 1,192 44,479
---------- ------------------ ---------- ---------------- ---------- ---------- ---------
Issue of new shares 289 - 29,441 - - - 29,730
Cost of issue - - (780) - - - (780)
Purchase of own
shares (51) - - - - - (51)
Cancellation of
share
premium - - - - - - -
Dividends paid - - - (3,333) - (1,680) (5,013)
Transactions with
owners 238 - 28,661 (3,333) - (1,680) 23,886
---------- ------------------ ---------- ---------------- ---------- ---------- ---------
Profit for the year - - - - 1,783 1,070 2,853
Other comprehensive
income - - - - - - -
Profit and total
comprehensive
income for the
year - - - - 1,783 1,070 2,853
---------- ------------------ ---------- ---------------- ---------- ---------- ---------
Balance at 31 March
2018 756 2 44,968 23,968 942 582 71,218
========== ================== ========== ================ ========== ========== =========
Capital reserve
consists
of:
Investment holding
gains 3,250
Other realised
losses (2,308)
942
==========
Year ended 31 March
2017
Opening balance 518 2 16,307 27,447 (1,515) 527 43,286
---------- ------------------ ---------- ---------------- ---------- ---------- ---------
Issue of new shares - - - - - - -
Purchase of own
shares - - - - - - -
Cancellation of
share
premium - - - - - - -
Dividend paid - - - (146) - (526) (672)
Transactions with
owners - - - (146) - (526) (672)
---------- ------------------ ---------- ---------------- ---------- ---------- ---------
Profit for the year - - - 674 1,191 1,865
Other comprehensive
income - - - - - -
Profit and total
comprehensive
income for the
year - - - 674 1,191 1,865
---------- ------------------ ---------- ---------------- ---------- ---------- ---------
Balance at 31 March
2017 518 2 16,307 27,301 (841) 1,192 44,479
========== ================== ========== ================ ========== ========== =========
Capital reserve
consists
of:
Investment holding
gains 1,390
Other realised
losses (2,231)
(841)
==========
The capital reserve represents the proportion of Investment Management fees charged against capital and realised/unrealised gains or losses on the disposal/revaluation of investments. The unrealised capital reserve, share redemption reserve and share premium reserve are not distributable. The special distributable reserve was created on court cancellation of the share premium account. The revenue, special distributable and realised capital reserves are distributable by way of dividend.
At 31 March 2018 the total reserves available for distribution are GBP22,242,000. This consists of the distributable revenue reserve net of the realised capital loss and the special distributable reserve.
Statement of Cash Flows
For the year ended 31 March 2018
Year ended Year ended
31 March 2018 31 March 2017
GBP'000 GBP'000
Cash flows from operating activities
Profit before taxation 2,943 2,111
(Gain) arising on the disposal
of investments during the period (108) -
(Gain) arising on the revaluation
of investments at the period end (2,096) (815)
Cashflow generated by operations 739 1,296
(Increase) in receivables (210) (571)
Increase/(decrease) in payables 406 (63)
Taxation (263) (183)
Net cash flows from operating activities 672 479
--------------- ---------------
Cash flow from investing activities
Purchase of financial assets at
fair value through profit or loss (11,001) -
Proceeds of sale of financial assets
at fair value through profit or
loss* 2,357 1,695
Net cash flows from investing activities (8,644) 1,695
--------------- ---------------
Cash flows from financing activities
Issue of new shares 29,730 -
Cost of issue (780) -
Repayment of capital (51) -
Dividends paid (5,013) (672)
Net cash flows from financing activities 23,886 (672)
--------------- ---------------
Net increase/(decrease) in cash
and cash equivalents 15,914 1,502
=============== ===============
Reconciliation of net cash flow
to movements in cash and cash equivalents
Opening cash and cash equivalents 2,534 1,032
Net increase/(decrease) in cash
and cash equivalents 15,914 1,502
Closing cash and cash equivalents 18,448 2,534
=============== ===============
*Includes deferred consideration of GBP561,000, relating to a disposal in the prior period.
The accompanying notes are an integral part of these statements.
Unaudited Non-Statutory Analysis of - The Ordinary Share Fund
31 March 2018 31 March 2017
------------------------------- -------------------------------
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment income 382 - 382 421 - 421
Realised gain on investments - 76 76 - - -
Unrealised gain on investments - 639 639 - 258 258
Investment return 382 715 1,097 421 258 679
Investment management
fees (175) (179) (354) (163) (43) (206)
Other expenses (30) (38) (68) (44) - (44)
Profit before taxation 177 498 675 214 215 429
Taxation (34) 41 7 (43) 12 (31)
Profit after taxation 143 539 682 171 227 398
--------- --------- --------- --------- --------- ---------
Profit and total comprehensive
income for the period 143 539 682 171 227 398
--------- --------- --------- --------- --------- ---------
Basic and diluted earnings
per share 0.73p 2.77p 3.50p 0.88p 1.17p 2.05p
--------- --------- --------- --------- --------- ---------
Balance Sheet Year ended Year ended
31 March 2018 31 March 2017
GBP'000 GBP'000
Non-current assets
Financial assets at
fair value through profit
or loss 11,098 11,705
--------- ---------
Current assets
Assets held for sale - -
Receivables 62 334
Cash and cash equivalents 1,868 1,632
Corporation tax 7 -
1,937 1,966
--------- ---------
Current liabilities
Payables (240) (62)
Corporation tax - (36)
--------- ---------
Net assets 12,795 13,573
--------- ---------
Equity attributable
to equity holders 12,795 13,573
--------- ---------
Net asset value per
share 65.74p 69.74p
--------- ---------
Statement of Changes
in Shareholders' Equity
Year ended Year ended
31 March 2018 31 March 2017
GBP'000 GBP'000
Opening shareholders'
funds 13,573 13,175
Purchase of own shares - -
Issue of new shares - -
Profit for the period 682 398
Dividends paid (1,460) -
Closing shareholders'
funds 12,795 13,573
--------- ---------
Unaudited Non-Statutory Analysis of - The Ordinary Share Fund
Investment Portfolio 31 March 2018 31 March 2017
---------------------------------------- ----------------------------------------
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted qualifying holdings 8,376 70.10 9,367 72.25 9,381 73.62 10,000 74.98
Unquoted non-qualifying
holdings 1,705 14.28 1,731 13.35 1,730 13.58 1,705 12.78
Financial assets at fair
value through profit
or loss 10,081 84.38 11,098 85.60 11,111 87.20 11,705 87.76
Cash and cash equivalents 1,868 15.62 1,868 14.40 1,632 12.80 1,632 12.24
11,949 100.00 12,966 100.00 12,743 100.00 13,337 100.00
========= ======== ========= ======== ========= ======== ========= ========
Qualifying Holdings
Unquoted
Rooftop Solar Systems*
Digima Ltd 1,262 10.56 1,621 12.50 1,262 9.90 1,296 9.72
Digital Screen Solutions
Ltd 2,020 16.91 2,062 15.90 2,020 15.85 2,070 15.52
Solar
Cmore Energy Ltd - - - - 1,000 7.85 1,221 9.15
Green Energy for Education
Ltd 475 3.98 963 7.43 475 3.73 752 5.64
PJC Renewable Energy
Ltd - - - - 5 0.04 - -
Hydro Electric Power
Elementary Energy Ltd 2,060 17.24 2,310 17.82 2,060 16.17 2,102 15.76
Green Highland Shenval
Ltd 359 3.00 211 1.63 359 2.82 359 2.69
Gas Power
Green Peak Generation
Ltd 2,200 18.41 2,200 16.97 2,200 17.26 2,200 16.50
8,376 70.10 9,367 72.25 9,381 73.62 10,000 74.98
========= ======== ========= ======== ========= ======== ========= ========
Non-Qualifying Holdings
Unquoted
Crematorium Management
Furnace Managed Services
Ltd 620 5.19 646 4.98 620 4.87 592 4.44
Hydro Electric Power
Elementary Energy Ltd 285 2.39 285 2.20 310 2.43 310 2.32
SME Funding
Hydro Electric Power:
Broadpoint 2 Ltd 350 2.93 350 2.70 350 2.75 350 2.62
Other:
Funding Path Ltd 450 3.77 450 3.47 450 3.53 453 3.40
1,705 14.28 1,731 13.35 1,730 13.58 1,705 12.78
========= ======== ========= ======== ========= ======== ========= ========
* During the year, with the support of the Investment Manager, two companies which previously invested in the Cinema Digitisation sector, Digima Ltd and Digital Screen Solutions Ltd developed their businesses during the year from cinema digitisation and each now own a portfolio of rooftop solar PV assets.
Unaudited Non-Statutory Analysis of - The A Ordinary Share Fund
Statement of Comprehensive
Income
Year ended Year ended
31 March 2018 31 March 2017
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment income 32 - 32 110 - 110
Realised gain on investments - 32 32 - - -
Unrealised gain on investments - 65 65 - 7 7
Investment return 32 97 129 110 7 117
Investment management
fees (5) (23) (28) (30) (8) (38)
Other expenses (32) - (32) (6) - (6)
Profit/(loss) before
taxation (5) 74 69 74 (1) 73
Taxation (5) 4 (1) (15) 3 (12)
Profit/(loss) after
taxation (10) 78 68 59 2 61
Profit/(loss) and total
comprehensive income
for the period (10) 78 68 59 2 61
Basic and diluted earnings/(loss)
per share (0.22p) 1.74p 1.52p 1.15p 0.03p 1.18p
Balance Sheet Year ended Year ended
31 March 2018 31 March 2017
GBP'000 GBP'000
Non-current assets
Financial assets at
fair value through profit
or loss - 957
Current assets
Assets held for sale - 789
Receivables - 311
Cash and cash equivalents - 146
- 1,246
Current liabilities
Payables - (11)
Corporation tax - (13)
Net assets - 2,179
Equity attributable to equity
holders - 2,179
Net asset value per
share - 42.46p
Statement of Changes
in Shareholders' Equity Year ended Year ended
31 March 2018 31 March 2017
GBP'000 GBP'000
Opening shareholders'
funds 2,179 2,118
Profit/(loss) for the
period 68 61
Dividends paid (2,196) -
Closing shareholders'
funds - 2,179
Investment Portfolio 31 March 2018 31 March 2017
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted qualifying holdings - - - - 875 44.40 789 41.70
Unquoted non-qualifying
holdings - - - - 950 48.20 957 50.58
Financial assets at fair
value through profit
or loss - - - - 1,825 92.60 1,746 92.28
Cash and cash equivalents - - - - 146 7.40 146 7.72
- - - - 1,971 100.00 1,892 100.00
Qualifying Holdings
Unquoted
Landfill Gas
Aeris Power Ltd - - - - 525 26.64 424 22.41
Craigahulliar Energy
Ltd - - - - 350 17.76 365 19.29
- - - - 875 44.40 789 41.70
Non-Qualifying Holdings
Unquoted
SME Funding
Other:
Funding Path Ltd - - - - 950 48.20 957 50.58
- - - - 950 48.20 957 50.58
Unaudited Non-Statutory Analysis of - The C Ordinary Share Fund
Statement of Comprehensive
Income
Year ended Year ended
31 March 2018 31 March 2017
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment income 1,048 - 1,048 804 - 804
Unrealised gain on investments - 907 907 - 514 514
Investment return 1,048 907 1,955 804 514 1,318
Investment management
fees (251) (72) (323) (244) (70) (314)
Other expenses (34) - (34) (45) (2) (47)
Profit/(loss) before
taxation 763 835 1,598 515 442 957
Taxation (88) 14 (74) (103) 14 (89)
Profit/(loss) after taxation 675 849 1,524 412 456 868
Profit and total comprehensive
income for the period 675 849 1,524 412 456 868
Basic and diluted earnings
per share 5.02p 6.32p 11.34p 3.06p 3.40p 6.46p
Balance Sheet Year ended Year ended
31 March 2018 31 March 2017
GBP'000 GBP'000
Non current assets
Financial assets at fair
value through profit
or loss 14,590 14,160
Current assets
Receivables 187 76
Cash and cash equivalents 551 257
738 333
Current liabilities
Payables (87) (89)
Corporation tax (75) (90)
Net assets 15,166 14,314
Equity attributable to
equity holders 15,166 14,314
Net asset value per share 112.84p 106.49p
Statement of Changes
in Year ended Year ended
Shareholders' Equity 31 March 2018 31 March 2017
GBP'000 GBP'000
Opening shareholders'
funds 14,314 14,118
Profit for the period 1,524 868
Dividends paid (672) (672)
Closing shareholders'
funds 15,166 14,314
Investment Portfolio 31 March 2018 31 March 2017
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted qualifying
holdings 9,430 70.40 11,176 73.81 9,430 69.45 10,269 71.23
Unquoted non-qualifying
holdings 3,414 25.49 3,414 22.54 3,891 28.66 3,891 26.99
Financial assets at fair
value through profit or
loss 12,844 95.89 14,590 96.35 13,321 98.11 14,160 98.22
Cash and cash equivalents 551 4.11 551 3.65 257 1.89 257 1.78
13,395 100.00 15,141 100.00 13,578 100.00 14,417 100.00
Qualifying Holdings
Unquoted
Hydro Electric Power
Green Highland Allt Choire
A Bhalachain (225) Ltd 3,130 23.37 3,504 23.14 3,130 23.05 3,038 21.07
Green Highland Allt
Phocachain
(1015) Ltd 2,000 14.93 2,103 13.89 2,000 14.73 2,031 14.09
Green Highland Renewables
(Achnacarry) Ltd 4,300 32.10 5,569 36.78 4,300 31.67 5,200 36.07
9,430 70.40 11,176 73.81 9,430 69.45 10,269 71.23
Non-Qualifying Holdings
Unquoted
Hydro Electric Power
Green Highland Allt Choire
A Bhalachain (225) Ltd 318 2.37 318 2.10 342 2.52 342 2.37
Green Highland Allt
Phocachain
(1015) Ltd 143 1.07 143 0.94 161 1.19 161 1.12
Green Highland Renewables
(Achnacarry) Ltd 65 0.49 65 0.43 100 0.74 100 0.69
SME Funding
Hydro Electric Power:
Broadpoint 2 Ltd 2,084 15.56 2,084 13.76 2,484 18.29 2,484 17.23
Broadpoint 3 Ltd 804 6.00 804 5.31 804 5.92 804 5.58
3,414 25.49 3,414 22.54 3,891 28.66 3,891 26.99
Unaudited Non-Statutory Analysis of - The D Ordinary Share Fund
Statement of Comprehensive
Income
Year ended Year ended
31 March 2018 31 March 2017
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment income 933 - 933 972 - 972
Unrealised gain on investments - 598 598 - 36 36
Investment return 933 598 1,531 972 36 1,008
Investment management
fees (250) (71) (321) (239) (68) (307)
Other expenses (34) - (34) (47) (2) (49)
Profit/(loss) before
taxation 649 527 1,176 686 (34) 652
Taxation (124) 14 (110) (137) 23 (114)
Profit/(loss) after taxation 525 541 1,066 549 (11) 538
Profit/(loss) and total
comprehensive income
for the period 525 541 1,066 549 (11) 538
Basic and diluted earnings/(loss)
per share 3.85p 3.94p 7.79p 4.01p (0.08p) 3.93p
Balance Sheet Year ended Year ended
31 March 2018 31 March 2017
GBP'000 GBP'000
Non current assets
Financial assets at fair
value through profit
or loss 13,723 13,125
Current assets
Receivables 1,093 1,005
Cash and cash equivalents 253 499
1,346 1,504
Current liabilities
Payables (165) (91)
Corporation tax (110) (125)
Net assets 14,794 14,413
Equity attributable to
equity holders 14,794 14,413
Net asset value per share 107.98p 105.19p
Statement of Changes
in Year ended Year ended
Shareholders' equity 31 March 2018 31 March 2017
GBP'000 GBP'000
Opening shareholders'
funds 14,413 13,875
Profit for the period 1,066 538
Dividends paid (685) -
Closing shareholders'
funds 14,794 14,413
Investment Portfolio 31 March 2018 31 March 2017
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted qualifying
holdings 10,899 81.68 11,532 82.51 10,898 80.20 10,928 80.21
Unquoted non-qualifying
holdings 2,191 16.43 2,191 15.67 2,191 16.13 2,197 16.13
Financial assets at fair
value
through profit or loss 13,090 98.11 13,723 98.18 13,089 96.33 13,125 96.34
Cash and cash equivalents 253 1.89 253 1.82 499 3.67 499 3.66
13,343 100.00 13,976 100.00 13,588 100.00 13,624 100.00
Qualifying Holdings
Unquoted
Hydro Electric Power
Green Highland Allt Garbh
Ltd 2,710 20.31 2,710 19.39 2,710 19.94 2,710 19.89
Green Highland Allt
Ladaidh
(1148) Ltd 3,500 26.23 4,092 29.28 3,500 25.76 3,500 25.69
Green Highland Allt
Luaidhe
(228) Ltd 1,996 14.96 2,165 15.49 1,995 14.68 2,047 15.02
Green Highland Allt
Phocachain
(1015) Ltd 1,932 14.48 2,084 14.91 1,932 14.22 1,910 14.02
Green Highland Shenval
Ltd 761 5.70 481 3.44 761 5.60 761 5.59
10,899 81.68 11,532 82.51 10,898 80.20 10,928 80.21
Non-Qualifying Holdings
Unquoted
Hydro Electric Power
Green Highland Allt
Luaidhe
(228) Ltd 185 1.39 185 1.32 185 1.36 185 1.36
SME Funding
Hydroelectric Power:
Broadpoint 3 Ltd 1,206 9.04 1,206 8.63 1,206 8.88 1,206 8.85
Other:
Funding Path Ltd 800 6.00 800 5.72 800 5.89 806 5.92
2,191 16.43 2,191 15.67 2,191 16.13 2,197 16.13
Unaudited Non-Statutory Analysis of - The E Ordinary Share Fund
Statement of Comprehensive
Income
Year ended Year ended
31 March 2018 31 March 2017
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment income 225 - 225 - - -
Realised gain on investments - - - - - -
Unrealised loss on investments - (113) (113) - - -
Investment return 225 (113) 112 - - -
Investment management
fees (483) (137) (620) - - -
Other expenses (67) - (67) - - -
Profit/(loss) before
taxation (325) (250) (575) - - -
Taxation 62 26 88 - - -
Profit/(loss) after taxation (263) (224) (487) - - -
Profit/(loss) and total
comprehensive income
for the period (263) (224) (487) - - -
Basic and diluted earnings/(loss)
per share (0.92p) (0.78p) (1.70p) - - -
Balance Sheet Year ended Year ended
31 March 2018 31 March 2017
GBP'000 GBP'000
Non current assets
Financial assets at fair
value through profit
or loss 12,733 -
Current assets
Receivables 34 -
Cash and cash equivalents 15,776 -
Corporation tax 87 -
15,897 -
Current liabilities
Payables (167) -
Net assets 28,463 -
Equity attributable to
equity holders 28,463 -
Net asset value per share 98.32p -
Statement of Changes
in Year ended Year ended
31 March
Shareholders' equity 31 March 2018 2017
GBP'000 GBP'000
Issue of new shares 28,950 -
Profit for the period (487) -
Closing shareholders'
funds 28,463 -
Investment Portfolio 31 March 2018 31 March 2017
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted qualifying
holdings 5,000 17.45 5,000 17.54 - - - -
Quoted non-qualifying
holdings 6,001 20.94 5,884 20.64 - - - -
Unquoted non-qualifying
holdings 1,875 6.55 1,849 6.48 - - - -
Financial assets at
fair value through
profit or loss 12,876 44.94 12,733 44.66 - - - -
Cash and cash equivalents 15,776 55.06 15,776 55.34 - - - -
28,652 100.00 28,509 100.00 - - - -
Qualifying Holdings
Unquoted
Vertical Growing
Perfectly Fresh Cheshire
Ltd 5,000 17.45 5,000 17.54 - - - -
5,000 17.45 5,000 17.54 - - - -
Non-Qualifying Holdings
Quoted
Investment Property
TP Social Housing
REIT Plc Equity 6,001 20.94 5,884 20.64 - - - -
6,001 20.94 5,884 20.64 - - - -
Unquoted
SME Funding
Hydroelectric Power:
Broadpoint 2 Ltd 400 1.40 400 1.40 - - - -
Other:
Funding Path Ltd 950 3.32 950 3.33 - - - -
Aeris Power Ltd 525 1.83 499 1.75 - - - -
1,875 6.55 1,849 6.48 - - - -
Notes to the Financial Statements
1. Corporate Information
The Financial Statements of the Company for the year ended 31 March 2018 were authorised for issue in accordance with a resolution of the Directors on 14 June 2018.
The Company was admitted for listing on the London Stock Exchange on 6 February 2008.
The Company is incorporated and domiciled in Great Britain and registered in England and Wales. The address of its registered office, which is also its principal place of business, is 18 St Swithin's Lane, London EC4N 8AD.
The Company is required to nominate a functional currency, being the currency in which the Company predominantly operates. The functional and reporting currency is sterling, reflecting the primary economic environment in which the Company operates.
The principal activity of the Company is investment. The Company's investment strategy is to offer combined exposure to cash or cash based funds and venture capital investments focused on companies with contractual revenues from financially secure counterparties.
2. Basis of Preparation and Accounting Policies
Basis of Preparation
After making the necessary enquiries, the Directors confirm that they are satisfied that the Company has adequate resources to continue in business for the foreseeable future. The Board receives regular reports from the Investment Manager and the Directors believe that, as no material uncertainties leading to significant doubt about going concern have been identified, it is appropriate to continue to apply the going concern basis in preparing the Financial Statements.
The Financial Statements of the Company for the year to 31 March 2018 have been prepared in accordance with International Financial Reporting Standards ("IFRS") adopted for use in the European Union and comply with the Statement of Recommended Practice: "Financial Statements of Investment Trust Companies and Venture Capital Trusts" (SORP) issued by the Association of Investment Companies (AIC) in November 2014 and updated in January 2017, in so far as this does not conflict with IFRS.
The Financial Statements are prepared on a historical cost basis except that investments are shown at fair value through profit or loss.
The preparation of Financial Statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these judgements.
The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities relate to:
-- the valuation of unlisted financial investments held at fair value through profit or loss, which are valued on the basis noted below (under the heading Non-Current Asset Investments) and in note 10; and
-- the recognition or otherwise of accrued income on loan notes and similar instruments granted to investee companies which is assessed in conjunction with the overall valuation of unlisted financial investments as noted above.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects that period or in the period of revision and future periods if the revision affects both current and future periods. The carrying value of investments is disclosed in note 10.
The Directors do not believe that there are any further key judgements made in applying accounting policies or estimates in respect of the Financial Statements.
These Financial Statements have been prepared in accordance with the accounting policies set out below which are based on the recognition and measurement principles of IFRS in issue as adopted by the European Union (EU).
These accounting policies have been applied consistently in preparing these Financial Statements.
Standards issued but not yet effective
The following new standards, amendments to standards and interpretations are not yet effective for the year ended 31 March 2018, and have not been applied in preparing these Financial Statements.
-- IFRS 9 Financial Instruments (financial periods commencing 1 January 2018 or later)
-- IFRS 15 Revenue from contracts with customers (financial periods commencing 1 January 2018 or later)
-- IFRS 16 Leases (financial periods commencing 1 January 2019 or later)
The Directors have assessed the impact and are of the opinion that these standards will not have a material effect on the Financial Statements because investments will continue to be measured at fair value through profit and loss and there will be no material impact from the new impairment model.
Presentation of Statement of Comprehensive Income
In order better to reflect the activities of a Venture Capital Trust, and in accordance with the guidance issued by the Association of Investment Companies, supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been presented alongside the Income Statement.
The Company has no external debt; consequently all capital is represented by the value of share capital, distributable and other reserves. Total shareholder equity at 31 March 2018 was GBP71.2 million (2017: GBP44.5 million).
Non-Current Asset Investments
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 the investment policy detailed in the Strategic Report on pages 5 and 6 and information about the portfolio is provided internally on that basis to the Company's Board of Directors. Accordingly upon initial recognition the investments are designated by the Company as "at fair value through profit or loss" in accordance with IAS39 "Financial instruments recognition and measurement". They are included initially at fair value, which is taken to be their cost (excluding expenses incidental to the acquisition which are written off in the Statement of Comprehensive Income and allocated to "capital" at the time of acquisition). Subsequently the investments are valued at "fair value" which is the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. This is measured as follows:
-- unlisted investments are fair valued by the Directors in accordance with the International Private Equity and Venture Capital Valuation Guidelines. Fair value is established by using measurements of value such as price of recent transactions, discounted cash flows, cost, and initial cost of investment; and
-- listed investments are fair valued at bid price on the relevant date.
Where securities are designated upon initial recognition as at fair value through profit or loss, gains and losses arising from changes in fair value are included in the Statement of Comprehensive Income for the year as capital items in accordance with the AIC SORP 2014. The profit or loss on disposal is calculated net of transaction costs of disposal.
Investments are recognised as financial assets on legal completion of the investment contract and are de-recognised on legal completion of the sale of an investment.
The Company has taken the exemption permitted by IAS 28 "Investments in Associates and Joint Ventures" and, upon initial recognition, will measure its investments in Associates at fair value with subsequent changes to fair value recognised in the income statement in the period of change.
Income
Investment income includes interest earned on bank balances and investment loans and includes income tax withheld at source. Dividend income is shown net of any related tax credit and is brought into account on the ex-dividend date.
Fixed returns on investment loans and debt are recognised on a time apportionment basis so as to reflect the effective yield, provided there is no reasonable doubt that payment will be received in due course.
Expenses
All expenses are accounted for on the accruals basis. Expenses are charged to revenue with the exception of the investment management exit fee which has been charged to the capital account and the investment management fee which has been charged 75% to the revenue account and 25% to the capital account to reflect, in the Directors' opinion, the expected long term split of returns in the form of income and capital gains respectively from the investment portfolio.
The Company's general expenses are split between the Share Classes using the net asset value of each Share Class divided by the total net asset value of the Company.
Taxation
Corporation tax payable is applied to profits chargeable to corporation tax, if any, at the current rate in accordance with IAS 12 "Income Taxes". The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue on the "marginal" basis as recommended by the AIC SORP 2014.
In accordance with IAS 12, deferred tax is recognised using the balance sheet method providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.
Financial Instruments
The Company's principal financial assets are its investments and the accounting policies in relation to those assets are set out above. Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities. Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.
Issued Share Capital
Ordinary Shares, C Shares, D Shares and E shares are classified as equity because they do not contain an obligation to transfer cash or another financial asset. Issue costs associated with the allotment of shares have been deducted from the share premium account in accordance with IAS 32.
Cash and Cash Equivalents
Cash and cash equivalents representing cash available at less than 3 months' notice are classified as loans and receivables under IAS 39.
Reserves
The revenue reserve (retained earnings) and capital reserve reflect the guidance in the AIC SORP 2014. The capital reserve represents the proportion of Investment Management fees charged against capital and realised/unrealised gains or losses on the disposal/revaluation of investments. The unrealised capital reserve, share redemption reserve and share premium reserve are not distributable. The special distributable reserve was created on court cancellation of the share premium account. The revenue, special distributable and realised capital reserves are distributable by way of dividend.
Consolidated Financial Statements
The Directors have concluded that the Company has control over two companies in which it has invested, as prescribed by IFRS 10 "Consolidated Financial Statements". The Company continues to satisfy the criteria to be regarded as an investment entity as defined in IFRS 10.
Subsidiaries are therefore measured at fair value through profit or loss, in accordance with IFRS 13 "Fair Value measurement" and IAS 39 "Financial Instruments: Recognition and Measurement".
3. Segmental Reporting
The Directors are of the opinion that the Company only has a single operating segment of business, being investment activity. All revenues and assets are generated and held in the UK.
4. Investment Income
Ord Shares A Shares C Shares D Shares E Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Year ended 31 March 2018
Loan stock interest 379 31 748 933 93 2,184
Dividends receivable - - 299 - - 299
Interest receivable on
bank and other balances 3 1 1 - 103 108
Other Investment Income - - - - 9 9
Property Income - - - - 20 20
382 32 1,048 933 225 2,620
Year ended 31 March 2017
Loan stock interest 421 110 804 972 - 2,307
421 110 804 972 - 2,307
Disclosure by share class is unaudited
5. Investment Management Fees
TPIM provides investment management and administration services to the Company under an Investment Management Agreement effective 6 February 2008 and deeds of variation to that agreement effective 21 November 2012, 28 October 2014 and 7 October 2016.
Ordinary Shares: The agreement provides for an investment management fee of 1.50% per annum of net assets payable quarterly in arrear for the Ordinary Shares. For the Ordinary Shares issued under the 2007 offer the agreement ran until 6 February 2014 after which the management fee of 1.5% has not been charged. For all other Ordinary Shares the appointment shall continue until at least 30 April 2018. Thereafter there is a 1% exit fee on all funds returned to shareholders.
A Shares: The agreement provides for an investment management fee of 1.50% per annum of net assets payable quarterly in arrear. The appointment ran until 30 April 2017. Thereafter a 1% exit fee was charged on all funds returned to shareholders.
C shares: The agreement provides for an administration and investment management fee of 2% per annum of net assets payable quarterly in arrear for an appointment of at least six years from the admission of those shares. Subject to distributions to the C Shareholders exceeding the C Share hurdle of 100 pence per share, the Investment Manager will be entitled to a performance incentive fee of 20%.
D shares: The agreement provides for an administration and investment management fee of 2% per annum of net assets payable quarterly in arrear for an appointment of at least six years from the admission of those shares. Subject to distributions to the D Shareholders exceeding the D Share hurdle of 100 pence per share, the Investment Manager will be entitled to a performance incentive fee of 20%.
E shares: The agreement provides for an administration and investment management fee of 2% per annum of net assets payable quarterly in arrear for an appointment of at least six years from the admission of those shares. Subject to distributions to the E Shareholders exceeding the E Share hurdle of 100 pence per share, the Investment Manager will be entitled to a performance incentive fee of 20%.
To date there have been no performance fees paid.
An administration fee equal to 0.25% per annum of the Company's net assets is payable quarterly in arrear.
Ord Shares A Shares C Shares D Shares E Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Year ended 31 March 2018
Investment Management
Fees 191 3 287 285 549 1,315
Year ended 31 March 2017
Investment Management
Fees 173 32 279 273 - 757
Disclosure by share class is unaudited
Fees paid to the Investment Manager for administrative and other services during the year was GBP331,000 (2017: GBP108,000). The investment Manager also received fees of GBP145,961 (2017: GBP462,342) for services provided to investee companies.
6. Legal and Professional Fees
Legal and professional fees include remuneration paid to the Company's auditor, BDO LLP (2017 fees payable to Grant Thornton UK LLP) as shown in the following table:
Ord Shares A Shares C Shares D Shares E Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Year ended 31 March
2018
Fees payable to the
Company's auditor:
- for the audit of
the financial statements 5 1 5 5 11 27
5 1 5 5 11 27
Year ended 31 March
2017
Fees payable to the
Company's auditor:
- for the audit of
the financial statements 8 2 9 9 - 28
8 2 9 9 - 28
Disclosure by share class is unaudited
7. Directors' Remuneration
Ord Shares A Shares C Shares D Shares E Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Year ended 31 March 2018
David Frank 4 - 4 4 8 20
Simon Acland 3 - 4 3 8 18
Michael Stanes 3 1 3 4 7 18
10 1 11 11 23 56
Year ended 31 March 2017
David Frank 6 1 6 5 - 18
Simon Acland 5 1 5 5 - 16
Michael Stanes 5 - 5 6 - 16
16 2 16 16 - 50
The only remuneration received by the Directors was their Directors' fees. The Company has no employees other than the Non-Executive Directors. The average number of Non-Executive Directors in the year was three. Full disclosure of Directors' remuneration is included in the Directors' Remuneration report.
Disclosure by share class is unaudited
8. Taxation
Ord Shares A Shares C Shares D Shares E Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Year ended 31 March 2018
Profit/(loss) on ordinary
activities before tax 675 69 1,598 1,176 (575) 2,858
Corporation tax @ 19% 129 13 304 224 (110) 560
Effect of:
Utilisation of tax losses
b/fwd - - - - - -
Capital (gains) not taxable (136) (18) (172) (114) 21 (419)
Income received not taxable - - (57) - - (57)
Disallowed expenditure - 6 - - - 6
Unrelieved tax losses
arising in the year - - (1) - 1 -
Prior year adjustment - - - - - -
Tax charge/(credit) (7) 1 74 110 (88) 90
Year ended 31 March 2017
Profit on ordinary activities
before tax 429 73 957 652 - 2,111
Corporation tax @ 20% 86 15 192 130 - 423
Effect of:
Utilisation of tax losses
b/fwd - - - - - -
Capital (gains) not taxable (52) (2) (103) (7) - (164)
Income received not taxable - - - - - -
Disallowed expenditure - - - - - -
Unrelieved tax losses
arising in the year - - - - - -
Prior year adjustment (3) (1) - (9) - (13)
Tax charge 31 12 89 114 - 246
Capital gains and losses are exempt from corporation tax due to the Company's status as a Venture Capital Trust.
Disclosure by share class is unaudited
9. Earnings/(loss) per Share
Earnings per Ordinary Share is 3.50p (2017: 2.05p) based on the profit after tax of GBP682,000 (2017: GBP398,000) and on the weighted average number of shares in issue during the period of 19,463,120 (2017: 19,463,120).
On the 13 February 2018, the A Ordinary Shares were cancelled. During the period to cancellation the profit per A Ordinary Share was 1.52p (2017: 1.18p) and was based on a profit from ordinary activities after tax of GBP68,000 (2017: GBP61,000) and on the weighted average number of A Ordinary Shares in issue during the period of 4,484,662 (2017: 5,131,353).
Earnings per C Share are 11.34p (2017: 6.46p) based on the profit after tax of GBP1,524,000 (2017: GBP868,000) and on the weighted average number of shares in issue during the period of 13,441,438 (2017: 13,441,438).
Earnings per D Share are 7.79p (2017: 3.93p) based on the profit after tax of GBP1,066,000 (2017: GBP538,000) and on the weighted average number of shares in issue during the period of 13,701,636 (2017: 13,701,636).
Loss per E Share are 1.70p (2017: Nil) based on the loss after tax of GBP487,000 (2017: Nil) and on the weighted average number of shares in issue during the period of 28,536,456 (2017: Nil).
With the exception of the A and E Share Classes, the weighted average number of shares are equal to the number of shares in issue at 31 March 2018.
Other than the cancellation of the A Ordinary Shares and the issue of new E Ordinary Shares there were no other changes to the number of shares in issue during the year.
There are no potentially dilutive capital instruments in issue and, therefore, no diluted return per share figures are included in these Financial Statements.
Disclosure by share class is unaudited
10. Financial Assets at Fair Value through Profit or Loss
Investments
Fair Value Hierarchy:
Level 1: quoted prices on active markets for identical assets or liabilities. The fair value of financial instruments traded on active markets is based on quoted market prices at the balance sheet date. A market is regarded as active where the market in which transactions for the asset or liability takes place with sufficient frequency and volume to provide pricing information on an ongoing basis. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in level 1.
Level 2: the fair value of financial instruments that are not traded on active markets is determined by using valuation techniques. These valuation techniques maximise the use of observable inputs including market data where it is available either directly or indirectly and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: the fair value of financial instruments that are not traded on an active market (for example, investments in unquoted companies) is determined by using valuation techniques such as discounted cash flows. If one or more of the significant inputs is based on unobservable inputs including market data, the instrument is included in level 3.
There have been no transfers between these classifications in the period. Any change in fair value is recognised through the Statement of Comprehensive Income. Further details of these investments are provided in the Investment Manager's Review and Investment Portfolio.
The portfolio of the Company is classified as level 3, with the exception of the investment in Triple Point Social Housing REIT Plc which is classified as level 1. Further details of the types of investments are provided in the Investment Manager's Review on pages 14 to 17.
The Company's Investment Manager performs valuations of financial items for financial reporting purposes, including Level 3 fair values. Valuation techniques are selected based on the characteristics of each instrument, with the overall objective of maximising the use of market-based information.
Level 3 valuations include assumptions based on non-observable data with the majority of investments being valued on discounted cash flows or price of recent transactions.
Unconsolidated subsidiaries consist of Aeris Power Limited and Furnace Managed Services Limited, which are included in investments as per the company's accounting policy. The Company has loan investments totalling GBP231,690 in these companies. The loans have an interest rate of 11.66% and 10% respectively.
Valuation techniques and unobservable
inputs:
Inter relationship
between significant
Significant unobservable unobservable inputs
Sector Valuation Techniques inputs and fair value measurement
Estimated fair value
would increase/(decrease)
if:
Hydroelectric
Power * Discounted cash flows: The valuation model considers * Discount rate 7.25% (2017: 10%) * The discount rate was lower/(higher)
the present value of expected payment, discounted
using a risk-adjusted discount rate.
* Inflation rate 2.5% (2017: 2%)
* The inflation rate was higher/(lower)
Solar
* Discounted cash flows: The valuation model considers * Discount rate 6.75% (2017: 8%) * The discount rate was lower/(higher)
the present value of expected payment, discounted
using a risk-adjusted discount rate.
* Inflation rate 2.5% (2017: 2%) * The inflation rate was higher/(lower)
The Board considers the discount rates used reflect the current levels of risk and life expectancy of the investments and to be in line with market expectations. However, consideration has been given whether the effect of changing one or more inputs to reasonably possible alternative assumptions would result in a significant change to the fair value measurement. Each unquoted portfolio company has been reviewed in order to identify the sensitivity of the valuation methodology to using alternative assumptions.
On this basis, where discount rates have been applied to the unquoted investments, alternative discount rates have been considered, an upside case and a downside case. For the upside case, the assumptions were flexed 1% and for the downside scenarios the assumptions were flexed by 0.5%. No sensitivity has been performed on other key assumptions such as asset life, P50 and power price forecasts because the Directors do not believe there are reasonable alternative assumptions.
The two alternative scenarios for each investment have been modelled with the resulting movements as follows:
Applying the downside alternative, the aggregate change in value of the unquoted investments would be a reduction in the value of the portfolio of GBP1,500,000 or 2.88%.
Using the upside alternative the aggregate value of the unquoted investments would be an increase of GBP3,609,000 or 6.93%.
It is considered that, due to the prudent selection of discount rates by the Board, the sensitivity discussed above provides the most meaningful potential impact of the possible changes across the portfolio.
Movements in investments held at fair value through the profit or loss during the year to 31 March 2018 were as follows:
Level 1 Quoted Investments
Ord Shares A Shares C Shares D Shares E Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Opening cost - - - - - -
Opening investment
holding gains - - - - - -
Opening fair value - - - - - -
Transfers between
share classes - - - - - -
Purchases at cost - - - - 6,001 6,001
Disposal proceeds - - - - - -
Realised gains - - - - - -
Investment holding
gains - - - - (117) (117)
Reclassification
from assets held
for sale - - - - - -
-
Closing fair value
at 31 March 2018 - - - - 5,884 5,884
Closing cost - - - - 6,001 6,001
Closing investment
holding gains - - - - (117) (117)
Level 3 Unquoted Investments
Ord Shares A Shares C Shares D Shares E Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Opening cost 11,111 950 13,321 13,089 - 38,471
Opening investment
holding gains 594 7 839 36 - 1,476
Opening fair value 11,705 957 14,160 13,125 - 39,947
Transfers between
share classes - (1,446) (400) - 1,846 -
Purchases at cost - - - - 5,000 5,000
Disposal proceeds (1,322) (7) (77) - - (1,406)
Realised gains 76 7 - - - 83
Investment holding
gains 639 65 907 598 3 2,212
Reclassification
from assets held
for sale - 424 - - - 424
Closing fair value
at 31 March 2018 11,098 - 14,590 13,723 6,849 46,260
Closing cost 10,081 - 12,844 13,090 6,875 42,890
Closing investment
holding gains 1,017 - 1,746 633 (26) 3,370
Year ended 31 March 2017 Level 3 Unquoted Investments
Ord Shares A Shares C Shares D Shares E Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Opening cost 11,789 950 13,807 13,090 - 39,636
Opening investment holding
gains 203 - 325 - - 528
Opening fair value 11,992 950 14,132 13,090 - 40,164
Disposal proceeds (742) - (136) (762) - (1,640)
Investment holding losses 258 7 514 36 - 815
Transfer between share classes (411) - (350) 761 - -
Reclassification from assets
held for sale 608 - - - - 608
Closing fair value at 31
March 2017 11,705 957 14,160 13,125 - 39,947
Closing cost 11,111 950 13,321 13,089 - 38,471
Closing investment holding
gains 594 7 839 36 - 1,476
All investments are designated as fair value through the profit or loss at the time of acquisition and all capital gains or losses arising on investments are so designated. Given the nature of the Company's venture capital investments, the changes in fair values of such investments recognised in these Financial Statements are not considered to be readily convertible to cash in full at the balance sheet date and accordingly any gains or losses on these items are treated as unrealised.
Further details of the types of investments are provided in the Investment Manager's review and investment portfolio on pages 14-24, and details of entities over which the VCT has significant influence are included on page 25.
Disclosure by share class is unaudited
Material disposals during
the year
Opening Realised
Investee Company Valuation Disposal Gain
Cmore Energy Ltd 1,221,000 1,253,472 32,472
1,221,000 1,253,472 32,472
11. Assets Held for Sale
There were no assets held for sale at 31 March 2018.
Year ended
31 March 2017
Ord. A C D E
Shares Shares Shares Shares Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Aeris Power Ltd - 424 - - - 424
Craigahulliar Energy
Ltd - 365 - - - 365
- 789 - - - 789
There were no income or expenses for the year relating to these disposals.
The investment in Craigahulliar Energy Limited was disposed of on 8 September 2017.
Material disposals during the year
Opening Realised
Investee Company Valuation Disposal Gain
GBP'000 GBP'000 GBP'000
Craigahulliar Energy Ltd 365 390 25
365 390 25
Aeris Power Ltd which was previously treated as an asset held for sale has been reclassified as a financial asset at fair value through profit or loss as at 31 March 2018. It is no longer the intention to dispose of this investment.
Disclosure by share class is unaudited
12. Receivables
Ord Shares A Shares C Shares D Shares E Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
31 March 2018
Other debtors 60 - 185 1,091 - 1,336
Prepayments and accrued
income 2 - 2 2 34 40
62 - 187 1,093 34 1,376
31 March 2017
Other debtors 332 311 74 1,003 - 1,720
Prepayments and accrued
income 2 - 2 2 - 6
334 311 76 1,005 - 1,726
Other debtors relate to interest receivable on investment loans.
13. Cash and Cash Equivalents
Cash and cash equivalents comprise deposits with The Royal Bank of Scotland plc and Cater Allen Private Bank.
14. Payables and Accrued Expenses
Ord Shares A Shares C Shares D Shares E Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
31 March 2018
Payables 52 - 80 158 153 443
Other taxes and SS 1 - 1 1 3 6
Accrued expenses 187 - 6 6 11 210
240 - 87 165 167 659
31 March 2017
Payables 52 9 78 81 - 220
Accrued expenses 10 2 11 10 - 33
62 11 89 91 - 253
Disclosure by share class is unaudited
15. Share Capital
31 March 2018 31 March 2017
Ordinary Shares of GBP0.01
each
Issued & Fully Paid
No. Of Shares 19,463,120 19,463,120
Par Value GBP'000 195 195
A Ordinary Shares of GBP0.01
each
Issued & Fully Paid
Number of shares - 5,131,353
Par Value GBP'000 - 51
C Ordinary Shares of GBP0.01
each
Issued & Fully Paid
Number of shares 13,441,438 13,441,438
Par Value GBP'000 135 135
D Ordinary Shares of GBP0.01
each
Issued & Fully Paid
Number of shares 13,701,636 13,701,636
Par Value GBP'000 137 137
E Ordinary Shares of GBP0.01
each
Issued & Fully Paid
Number of shares 28,949,575 -
Par Value GBP'000 290 -
Total Shares of GBP0.01
each
Issued & Fully Paid
Number of shares 75,555,769 51,737,547
Par Value GBP'000 756 518
The rights attached to each class of share are disclosed in the Directors' Report on pages 27 and 28.
On 15 May 2017 a new E Share Class offer closed with a total of 28,949,575 E Shares being issued. This offer raised just under GBP30m and incurred costs of issue in the sum of GBP780,456.
On 9 March 2018 the A Shares were cancelled.
16. Financial Instruments and Risk Management
The Company's financial instruments comprise VCT qualifying investments and non-qualifying investments, cash balances and liquid resources including debtors and creditors. The Company holds financial assets in accordance with its investment policy detailed in the Strategic Report on pages 5 and 6.
The following table discloses the financial assets and liabilities of the Company in the categories defined by
IAS 39, "Financial Instruments; Recognition & Measurement".
Financial Designated
liabilities at fair value
Loan and held at amortised through profit
Total value receivables cost or loss
Year ended 31 March
2018
Assets:
Financial assets at
fair value through profit
or loss 52,144 - - 52,144
Receivables 1,336 1,336 - -
Cash and cash equivalents 18,448 18,448 - -
71,928 19,784 - 52,144
Liabilities:
Other payables 443 - 443 -
Accrued expenses 210 - 210 -
653 - 653 -
Year ended 31 March
2017
Assets:
Financial assets at
fair value through profit
or loss 39,947 - - 39,947
Assets held for Sale 789 - - 789
Receivables 1,720 1,720 - -
Cash and cash equivalents 2,534 2,534 - -
44,990 4,254 - 40,736
Liabilities:
Other payables 220 - 220 -
220 - 220 -
Fixed Asset Investments (see note 10 and note 11) are valued at fair value. Unquoted investments are carried at fair value as determined by the Directors in accordance with current venture capital industry guidelines. The fair value of all other financial assets and liabilities is represented by their carrying value in the balance sheet. The Directors believe that where an investee company's enterprise value, which is equivalent to fair value, remains unchanged since acquisition that investment should continue to be held at cost less any loan repayments received. Where they consider the investee company's enterprise value has changed since acquisition, that should be reflected by the investment being held at a value measured using a discounted cash flow model or a recent transaction price.
In carrying out its investment activities, the Company is exposed to various types of risk associated with the financial instruments and markets in which it invests. The Company's approach to managing its risks is set out below together with a description of the nature of the financial instruments held at the balance sheet date:
Market Risk
The Company's VCT qualifying investments are held in small and medium-sized unquoted companies which, by their nature, entail a higher level of risk and lower liquidity than investments in large quoted companies. The Directors and Investment Manager aim to limit the risk attached to the portfolio as a whole by careful selection and timely realisation of investments by carrying out rigorous due diligence procedures and by maintaining a spread of holdings in terms of industry sector and geographical location. The Board reviews the investment portfolio with the Investment Manager on a regular basis. Details of the Company's investment portfolio at the balance sheet date are set out on pages 18 to 24.
An increase of 1% in the value of investments would increase the capital profits for the period and the net asset value at 31 March 2018 by GBP521,000. A decrease of 1% would reduce the capital profits and net asset value by the same amount. A movement of 1% is used as a multiple to demonstrate the impact of varying changes on the capital profits and net asset value of the Company.
Interest Rate Risk
Some of the Company's financial assets are interest bearing, of which some are at fixed rates and some at variable rates. As a result, the Company is exposed to interest rate risk arising from fluctuations in the prevailing levels of market interest rates.
Investments made into qualifying holdings are part equity and part loan. The loan element of investments totals GBP12,239,000 (2017: GBP18,949,000) and is subject to fixed interest rates of between 21.6% and 29.5% for between 5 - 20 years and, as a result, there is no cash flow interest rate risk. As the loans are held in conjunction with equity and are valued in combination as part of the enterprise value, fair value risk is considered part of market risk.
The Company also has non-qualifying loan investments of GBP8,272,000 (2017: GBP8,220,000) which carry interest rates between 7.75 and 13.5% for between 5 - 15 years.
The amounts held in variable rate investments at the balance sheet date are as follows:
31 March
31 March 2018 2017
GBP'000 GBP'000
Cash on deposit 18,448 2,534
18,448 2,534
An increase in interest rates of 1% per annum would not have a material effect either on the revenue for the year or the net asset value at 31 March 2018. The Board believes that in the current economic climate a movement of 1% is a reasonable illustration.
Credit Risk
Credit risk is the risk that a counterparty will fail to discharge an obligation or commitment that it has entered into with the Company. The Investment Manager and the Board carry out a regular review of counterparty risk. The carrying value of the financial assets represent the maximum credit risk exposure at the balance sheet date.
31 March 2018 31 March 2017
GBP'000 GBP'000
Qualifying Investment loans 12,239 18,949
Non Qualifying Investment
loans 8,272 8,220
Cash on deposit 18,448 2,534
Receivables 1,336 1,720
40,295 31,423
The Directors do not consider any investment loan included above to be past due or impaired and no issues have been identified which would be cause for concern with regards the quality of credit for any investee company.
The Company's bank accounts are maintained with The Royal Bank of Scotland plc ("RBS"). Should the credit quality
or financial position of RBS deteriorate significantly, the Investment Manager will move the cash holdings to another bank. Credit risk arising on unquoted loan stock held within unlisted investments is considered to be part of Market risk as disclosed above.
Liquidity Risk
The Company's financial assets include investments in unquoted equity securities which are not traded on a recognised stock exchange and which are illiquid. As a result the Company may not be able to realise some of its investments in these instruments quickly at an amount close to their fair value in order to meet its liquidity requirements.
The Company's liquidity risk is managed on a continuing basis by the Investment Manager in accordance with policies and procedures laid down by the Board. The Company's overall liquidity risks are monitored by the Board on a quarterly basis.
The Board maintains a liquidity management policy where cash and future cash flows from operating activities will be sufficient to pay expenses. At 31 March 2018 cash amounted to GBP18,448,000 (2017: GBP2,534,000).
Foreign Currency Risk
The Company does not have exposure to material foreign currency risks.
17. Net Asset Value per Share
The net asset value per Ordinary Share is 65.74p (2017: 69.74p) and is based on Net Assets of GBP12,795,000 (2017: GBP13,573,000) divided by the 19,463,120 (2017: 19,463,120) Ordinary Shares in issue.
The net asset value per A Ordinary Share is Nil (2017: 42.46p) and is based on Net Assets of Nil (2017: GBP2,179,000) divided by the Nil (2017: 5,131,353) A Ordinary Shares in issue.
The net asset value per C Ordinary Share is 112.84p (2017: 106.49p) and is based on Net Assets of GBP15,166,000 (2017: GBP14,314,000) divided by the 13,441,438 (2017: 13,441,438) C Ordinary Shares in issue.
The net asset value per D Ordinary Share is 107.98p (2017: 105.19p) and is based on Net Assets of GBP14,794,000 (2017: GBP14,413,000) divided by the 13,701,636 (2017: 13,701,636) D Ordinary Shares in issue.
The net asset value per E Ordinary Share is 98.32p (2017: Nil) and is based on Net Assets of GBP28,463,000 (2017: Nil) divided by the 28,949,575 (2017: Nil) A Ordinary Shares in issue.
18. Commitments and Contingencies
The Company has no outstanding commitments or contingent liabilities.
19. Relationship with Investment Manager
During the period, TPIM received GBP1,640,212 which has been expensed (2017: GBP864,459) for providing management and administrative services to the Company. At 31 March 2018 GBP443,427 was owing to TPIM (2017: GBP220,315).
20. Related Party Transactions
The Directors' Remuneration Report on pages 36 to 40 discloses the Directors' remuneration and shareholdings.
There were no other related party transactions during the period.
21. Post Balance Sheet Events
After the balance sheet date, on 1(st) April 2018, the investments held by the Ordinary Share Class were transferred to the E Share Class at the valuation in these audited financials.
There were no other post balance sheet events.
22. Dividends
Ordinary Shares:
The Company paid a dividend to Ordinary Class Shareholders of GBP1,459,734, equal to 7.5p per share, on 14 July 2017. This was paid from the Special Distributable Reserve. The Board has resolved to pay a dividend of GBP11,821,899 equal to 60.74p per share on 26(th) July 2018 to shareholders on the register on 13(th) July 2018.
A Shares:
The Company paid a dividend to A Class Shareholders of GBP1,282,838 equal to 25p per share on 14 July 2017 and a final dividend of GBP912,868 equal to 17.79p per share was paid on 8 December 2017. GBP1,677,047 of the dividends for the year was paid from the Special Distributable Reserve with GBP518,659 paid from the Revenue Reserve.
Following the final dividend, the shares were cancelled and a final payment of GBP51,314 equal to 1p per share was paid to the A Ordinary Shareholders, bringing the total return to Ordinary Shareholders to 99.99p
C Shares:
The Company paid a dividend to C Class Shareholders of GBP672,072, equal to 5p per share, on 14 July 2017. Of this GBP195,666 was paid from the Special Distributable Reserve with the balance being paid from the Revenue Reserve. The Board has resolved to pay a third dividend of GBP672,072 equal to 5.00p per share on 26(th) July 2018 to shareholders on the register on 13(th) July 2018.
D Shares:
The Company paid its first dividend to D Class Shareholders of GBP685,082, equal to 5p per share, on 14 July 2017. This was paid entirely from the Revenue Reserve. The Board has resolved to pay a second dividend of GBP685,082 equal to 5.00p per share on 26(th) July 2018 to shareholders on the register on 13(th) July 2018.
Information
Details of Advisers
Secretary and Registered Office:
Triple Point Investment Management LLP
18 St Swithin's Lane
London
EC4N 8AD
Registered Number
06421083
FCA Registration number
659457
Investment Manager and Administrator
Triple Point Investment Management LLP
18 St Swithin's Lane
London
EC4N 8AD
Tel: 020 7201 8989
Independent Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Solicitors
Howard Kennedy LLP
No. 1 London Bridge
London
SE1 9BG
Registrars
Neville Registrars Limited
Neville House
18 Laurel Lane
Halesowen
West Midlands
B63 3DA
VCT Taxation Advisers
Philip Hare & Associates LLP
First floor
4-6 Staple Inn
Holborn
London
WC1V 7QH
Bankers
The Royal Bank of Scotland plc
54 Lime Street
London
EC3M 7NQ
Shareholder Information
The Company
Triple Point Income VCT plc (formerly TP70 2008(I) VCT plc) is a Venture Capital Trust. The Investment Manager is Triple Point Investment Management LLP.
Financial Calendar
The Company's financial calendar is as follows:
26 July 2018 Annual General Meeting November 2018 Interim report for the six months ending 30 September 2018 despatched
June 2019 Results for the year to 31 March 2018 announced; Annual Report and Financial
Statements published.
Notice of Annual General Meeting
NOTICE is hereby given that the Annual General Meeting of Triple Point Income VCT plc will be held at 18 St. Swithin's Lane, EC4N 8AD at 10.00am on Thursday 26 July 2018, for the following purposes:
Ordinary Business
1. To receive, consider and adopt the Report of the Directors and Financial Statements for the year ended 31 March 2018 together with the Independent Auditors Report thereon (Ordinary Resolution).
2. To approve the Directors' Remuneration Report for the year ended 31 March 2018 (Ordinary Resolution).
3. To re-elect Simon Acland as a Director (Ordinary Resolution).
4. To appoint BDO LLP as auditor and determine their remuneration (Ordinary Resolution).
Special Business
5. That the Company be and is hereby authorised in accordance with s701 of the Companies Act 2006 (the "Act") to make one or more market purchases (as defined in section 693(4) of the Act) of Ordinary Shares, C Shares, D Shares and E Shares provided that:
(i) the maximum aggregate number of Ordinary Shares authorised to be purchased is an amount equal to 10% of the issued Ordinary Shares as at the date of this Resolution;
(ii) the maximum aggregate number of C Shares authorised to be purchased is an amount equal to 10% of the issued C Shares as at the date of this Resolution;
(iii) the maximum aggregate number of D Shares authorised to be purchased is an amount equal to 10% of the issued D Shares as at the date of this Resolution;
(iv) the maximum aggregate number of E Shares authorised to be purchased is an amount equal to 10% of the issued E Shares as at the date of this Resolution;
(v) the minimum price which may be paid for an Ordinary Share, C Share, D Share or E Share is 1 pence;
(vi) the maximum price which may be paid for an Ordinary Share, C Share, D Share or E Share is an amount, exclusive of expenses, equal to 105 per cent. of the average of the middle market prices for the Ordinary Shares, C Shares, D Shares or E Shares as derived from the Daily Official List of the UK Listing Authority for the five business days immediately preceding the day on which that Ordinary Share, C Share, D Share or E Shares (as applicable) is purchased; and
(vii) this authority shall expire either at the conclusion of the next Annual General Meeting of the Company or 15 months following the date of the passing of this Resolution, whichever is the first to occur (unless previously renewed, varied or revoked by the Company in general meeting), provided that the Company may, before such expiry, make a contract to purchase its own shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its own shares in pursuance of such contract as if the authority hereby conferred had not expired. (Special Resolution).
By Order of the Board
David Frank
Director
Registered Office:
18 St Swithin's Lane
London
EC4N 8AD
14 June 2018
Notes:
(i) A member entitled to vote at the Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote on his or her behalf. A proxy need not be a member of the Company.
(ii) A form of proxy is enclosed. To be effective, the instrument appointing a proxy (together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority) must be deposited at or posted to the office of the registrars of the Company, Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA, so as to be received not less than 48 hours before the time fixed for the Meeting. Completion and return of the form of proxy will not preclude a member from attending or voting at the Meeting in person if he or she so wishes.
(iii) Only those members registered in the Company's Register of Members 48 hours before the Meeting (or in the event of an adjournment, 48 hours prior to the adjourned meeting) or their duly appointed proxy, shall be entitled to attend or vote at the Meeting. Such shareholders may only cast votes in respect of Shares held by them at such time.
(iv) Copies of the service contracts of each of the Directors, the register of Directors' interests in shares of the Company kept in accordance with the Listing Rules and a copy of the Memorandum and Articles of Association of the Company, will be available for inspection at the registered office of the Company during usual business hours on any week day (Saturdays, Sundays and public holidays excepted) from the date of this notice until the date of the Annual General Meeting and at the place of the Annual General Meeting from at least 15 minutes prior to and until the conclusion of the Annual General Meeting.
Form of Proxy
Relating to the 2018 Annual General Meeting of Triple Point Income VCT plc
I/We..........................................................................................................................................
BLOCK CAPITALS PLEASE - Name in which shares registered
of.............................................................................................................................................
hereby appoint............................................................................................................................
or failing him/her the Chairman of the meeting to be my/our proxy and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 10.00am on Thursday 26 July 2018, notice of which was sent to shareholders with the Directors' Report and the Accounts for the period ended 31 March 2018, and at any adjournment thereof. The proxy will vote as indicated below in respect of the resolutions set out in the notice of meeting:
Resolution number For Against Withheld
1. To receive, consider and adopt the
Report of the Directors and the Financial
Statements for the year ended 31 March
2018 together with the Independent
Auditors Report.
2. To approve the Directors' Remuneration
Policy.
3. To re-elect Simon Acland as a Director.
4. To appoint BDO LLP as auditor and
determine their remuneration.
5. To authorise the Directors to make
market purchases of the Company's
own shares (Special Resolution).
Signed: ....................................................................... Dated: ................................................ ..2018
Notes
1. A member wishing to appoint a person other than the Chairman of the meeting as proxy should insert the name and address of such person in the space provided.
2. Use of the proxy form does not preclude a member from attending and voting in person.
3. Where this form of proxy is executed by a corporation it must be either under its seal or under the hand of an officer or attorney duly authorised.
4. If the proxy form is signed and returned without any indication as to how the proxy shall vote, the proxy will exercise his/her discretion as to whether and how he/she votes.
5. To be valid, the proxy form must be received by Neville Registrars at Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA no later than 48 hours before the commencement of the meeting.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
FR USUNRWKANAAR
(END) Dow Jones Newswires
June 14, 2018 12:36 ET (16:36 GMT)
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