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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Albion. Vct | LSE:AAIG | London | Ordinary Share | GB00B01YYK84 | 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% | 60.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMAAIG Albion Income & Growth VCT PLC As required by the UK Listing Authority's Disclosure and Transparency Rule 4.2, Albion Income & Growth VCT PLC today makes public its information relating to the Half-yearly Financial Report (which is unaudited) for the six months to 31 March 2013. This announcement was approved by the Board of Directors on 20 May 2013. The full Half-yearly Financial Report (which is unaudited) for the period to 31 March 2013, will shortly be sent to shareholders. Copies of the full Half-yearly Financial Report will be shown via the Albion Ventures LLP website by clicking www.albion-ventures.co.uk/ourfunds/AAIG.htm. Investment objectives Albion Income & Growth VCT PLC (the "Company") is a Venture Capital Trust which raised GBP45 million under the Offer for Subscription which closed in March 2005. The Company has raised a further GBP4.8m under the Albion VCTs Top Up Offers since January 2011. The Company aims to provide investors with a regular and predictable source of income combined with the prospect of long term capital growth. The Company allows investors the opportunity to participate in a balanced portfolio of high growth businesses and lower risk, asset-based companies. It is intended that the Company's investment portfolio will be split approximately as follows: -- 45 per cent. to be invested in unquoted higher growth businesses, including early stage technology; -- 45 per cent. to be invested in unquoted asset-based businesses in the leisure sector; and -- 10 per cent. to be held in floating rate securities, cash deposits and gilts. Financial calendar Record date for second dividend 7 June 2013 Payment date for second dividend 28 June 2013 Financial year end 30 September 2013 Financial highlights (unaudited) Unaudited Unaudited Audited six months ended six months ended year ended 31 March 2013 31 March 2012 30 September 2012 (pence per share) (pence per share) (pence per share) Net asset value per share 66.60 66.00 66.00 Dividends paid per share 1.75 1.75 3.50 Revenue return per share 0.60 0.70 1.30 Capital return per share 1.60 2.70 3.80 Gain from buy-backs in the period 0.15 0.15 0.20 Total shareholder net asset value return to 31 March 2013 (pence per share) Total dividends paid during the period ended 30 September 2005 (i) 0.65 Total dividends paid during the year ended : 30 September 2006 2.60 30 September 2007 3.45 30 September 2008 3.50 30 September 2009 3.00 30 September 2010 3.00 30 September 2011 3.50 30 September 2012 3.50 Total dividends paid during the six months ended 31 March 2013 1.75 Total dividends paid to 31 March 2013 24.95 Net asset value as at 31 March 2013 66.60 Total shareholder net asset value return to 31 March 2013 91.55 In addition to the dividends summarised above, the Board has declared a second dividend for the year to 30 September 2013 of 1.75 pence per share to be paid on 28 June 2013 to shareholders on the register as at 7 June 2013. Notes 1. Investors subscribing by 31 December 2004 and remaining on the register on 1 July 2005 were entitled to a dividend of 0.65 pence per share. Investors subscribing thereafter were not entitled to the first interim dividend. 1. These figures exclude tax benefits upon subscription of 40 per cent. income tax relief. 1. All dividends paid by the Company are free of income tax. It is an HM Revenue & Customs requirement that dividend vouchers indicate the tax element should dividends have been subject to income tax. Investors should ignore this figure on their dividend voucher and need not disclose any income they receive from a VCT on their tax return. 1. The net asset value of the Company is not its share price as quoted on the official list of the London Stock Exchange. The share price of the Company can be found in the Investment Companies - VCTs section of the Financial Times on a daily basis. Investors are reminded that it is common for shares in VCTs to trade at a discount to their net asset value partly as a result of the initial tax reliefs which are non-transferable. Interim management report Overview The six months to 31 March 2013 showed a positive total return of 2.20 pence per share, which builds on the growth shown in the previous financial year. Investment performance and progress The period to 31 March 2013 was a relatively quiet one in terms of investment activity with GBP440,000 being invested in unquoted companies. Of this, GBP110,000 was invested in a new investee company, MyMeds&Me, with a similar sum reserved to fund future growth; the company provides software for large pharmaceutical companies to record and manage adverse events within their portfolio of drugs. The Nelson House psychiatric hospital in Gosport was sold during the period for total proceeds of GBP327,000 (including interest), realising a return equal to 1.4 times the original investment. In addition growth was seen by Lowcosttravel Group, with particularly strong performance in its European businesses; Process Systems Enterprise, whose international reach, particularly in the oil and gas sector, continues to expand; and Opta Sports Data, which won an important contract to collect and distribute sporting and performance data generated by the UK football leagues. Against this, there was a further provision against Helveta, following a reduction in funding by developed nations for international aid projects. Set out at the bottom of this announcement is the sector diversification of the portfolio of our investments as at 31 March 2013. Risks and uncertainties The outlook for the UK and international economies continues to be the key risk affecting our Company. Low growth in the UK and recession in the Eurozone continued to impact a number of markets in which our portfolio companies operate. Nevertheless, the VCT's emphasis on a balanced portfolio across asset based and high growth sectors is designed to provide protection against the vicissitudes of the global economy. Investment risk is further mediated by our policy of insuring that portfolio companies do not normally have external bank borrowings. Other risks and uncertainties remain unchanged and are as detailed in note 15. Share buy-backs and share price discount It remains the Company's policy to buy back shares in the market subject to the overall constraint that such purchases are in the Company's interest. This includes the maintenance of sufficient resources for investment in new and existing portfolio companies, and for the continued payment of dividends to shareholders. It is the Board's intention for such buy-backs to be in the region of a 5 per cent. discount to net asset value, so far as market conditions and liquidity permit. Albion VCTs Top Up Offers 2012/2013 The third of the top up offers across six of the VCTs managed by Albion Ventures LLP have so far raised a total of GBP11.2 million, of which Albion Income & Growth VCT PLC's net share was GBP1.6 million. The proceeds will be used to provide further resources for both existing portfolio and for new growth opportunities. The offer for Albion Income & Growth VCT PLC remains open until 12 June 2013 and a copy of the Investor Guide and Offers Document can be found at www.albion-ventures.co.uk/OurFunds/Top_Up.html. Results and dividends As at 31 March 2013, the net asset value of the Company was GBP27.7 million compared to GBP27.2 million (after adjusting for the first dividend paid on 31 January 2013) at 30 September 2012. The revenue return before taxation was GBP326,000 compared to GBP387,000 for the six months to 31 March 2012. The Company will pay a second dividend for the financial year to 30 September 2013 of 1.75 pence per share on 28 June 2013 to shareholders on the register as at 7 June 2013. Transactions with Manager Details of the transactions that took place with the Manager in the period can be found in note 5. Outlook It is encouraging to see some further proof of the recovery in the investment portfolio. Much of this is driven by the fact that a number of businesses in which the Company has invested operate in sectors where the market dynamics are showing strong growth despite the broader background of a low growth global environment. We therefore continue to remain positive over the Company's prospects for the medium term. Friedrich Ternofsky Chairman 20 May 2013 Responsibility statement The Directors, Friedrich Ternofsky, Robin Archibald, Mary Anne Cordeiro and Patrick Reeve, are responsible for preparing the Half-yearly Financial Report. The Directors have chosen to prepare this Half-yearly Financial Report for the Company in accordance with United Kingdom Generally Accepted Accounting Practice ("UK GAAP"). In preparing these summarised Financial Statements for the period to 31 March 2013, we the Directors of the Company, confirm that to the best of our knowledge: (a) the summarised set of Financial Statements has been prepared in accordance with the pronouncement on interim reporting issued by the Accounting Standards Board; (b) the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); (c) the summarised set of Financial Statements gives a true and fair view in accordance with UK GAAP of the assets, liabilities, financial position and profit and loss of the Company for the six months ended 31 March 2013 and comply with UK GAAP and Companies Act 2006 and; (d) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein). The accounting policies applied to the Half-yearly Financial Report have been consistently applied in current and prior periods and are those applied in the Annual Report and Financial Statements for the year ended 30 September 2012. This Half-yearly Financial Report has not been audited or reviewed by the Auditor. By order of the Board Friedrich Ternofsky Chairman 20 May 2013 Portfolio of investments The following is a summary of fixed asset investments as at 31 March 2013: Qualifying Cumulative movement asset-based % voting rights held by Albion Income & Growth VCT Cost in value Value Change in value for the period* investments PLC GBP'000 GBP'000 GBP'000 GBP'000 The Weybridge Club Limited 18.5 3,000 (579) 2,421 28 Kensington Health Clubs Limited 12.9 3,044 (1,187) 1,857 (216) Bravo Inns II Limited 7.6 1,207 (34) 1,173 7 Tower Bridge Health Clubs Limited 17.2 735 431 1,166 137 The Charnwood Pub Company Limited 10.3 2,546 (1,405) 1,141 (114) Radnor House School (Holdings) Limited 4.2 734 334 1,068 28 Bravo Inns Limited 12.7 1,130 (397) 733 17 Orchard Portman Hospital Limited 7.9 520 31 551 62 The Street by Street Solar Programme Limited 3.6 357 52 409 50 Alto Prodotto Wind Limited 3.0 269 75 344 73 Regenerco Renewable Energy Limited 3.3 312 18 330 16 Hilson Moran Holdings Limited 3.5 238 40 278 42 Premier Leisure (Suffolk) Limited 13.6 1,000 (786) 214 (10) TEG Biogas (Perth) Limited 3.0 182 20 202 2 The Dunedin Pub Company VCT Limited 15.4 151 (7) 144 - AVESI Limited 3.6 113 - 113 - Greenenerco Limited 1.7 60 - 60 - Total qualifying asset-based investments 15,598 (3,394) 12,204 122 Cumulative movement Qualifying high % voting rights held by Albion Income & Growth VCT Cost in value Value Change in value for the period* growth investments PLC GBP'000 GBP'000 GBP'000 GBP'000 Lowcosttravelgroup Limited 12.0 1,560 964 2,524 448 Blackbay Limited 15.0 1,616 715 2,331 106 Process Systems Enterprise Limited 5.3 545 767 1,312 355 Mi-Pay Limited 11.9 1,701 (493) 1,208 (16) Opta Sports Data Limited 2.7 341 447 788 340 AMS Sciences Limited** 23.9 713 (50) 663 (54) memsstar Limited 8.2 572 67 639 (23) Rostima Holdings Limited 13.7 288 256 544 (22) Helveta Limited 10.3 1,724 (1,229) 495 (569) Oxsensis Limited 5.7 839 (462) 377 3 Chichester Holdings Limited 15.2 1,699 (1,417) 282 (173) Palm Tree Technology Limited 0.4 235 47 282 - DySIS Medical Limited 1.4 222 28 250 144 Mirada Medical Limited 3.7 85 156 241 65 Masters Pharmaceuticals Limited 1.0 202 15 217 20 MyMeds&Me Limited 2.2 110 1 111 1 Prime Care Holdings Limited 3.8 228 (131) 97 (24) Proveca Limited 1.8 67 1 68 1 Abcodia Limited 1.0 35 - 35 - Total qualifying high growth investments 12,782 (318) 12,464 602 Total qualifying investments 28,380 (3,712) 24,668 724 Cumulative movement Non-qualifying % voting rights held by Albion Income & Growth VCT Cost in value Value Change in value for the period* investments PLC GBP'000 GBP'000 GBP'000 GBP'000 AMS Sciences Limited** n/a 385 145 530 36 Rostima Holdings Limited n/a 223 - 223 - Evolutions Group Limited 30.3 12 (5) 7 (4) Total non-qualifying investments 620 140 760 32 * as adjusted for additions and disposals during the period ** the total cost for AMS Sciences Limited (AMS) does not include the realised losses of GBP2,275,000 incurred through the restructuring of Xceleron Limited to create AMS which was reported in the Annual Report and Financial Statements for the year ended 30 September 2012. Summary income statement Unaudited Unaudited Audited six months ended six months ended year ended 31 March 2013 31 March 2012 30 September 2012 Revenue Capital Total Revenue Capital Total Revenue Capital Total Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Gains on investments 3 - 865 865 - 1,323 1,323 - 1,994 1,994 Investment income 4 515 - 515 596 - 596 1,052 - 1,052 Investment management fees 5 (87) (261) (348) (85) (255) (340) (171) (515) (686) Other expenses (102) - (102) (124) - (124) (249) - (249) Return on ordinary activities before tax 326 604 930 387 1,068 1,455 632 1,479 2,111 Tax (charge)/credit on ordinary activities (74) 61 (13) (95) 69 (26) (107) 124 17 Return attributable to shareholders 252 665 917 292 1,137 1,429 525 1,603 2,128 Basic and diluted return per share (pence)* 7 0.60 1.60 2.20 0.70 2.70 3.40 1.30 3.80 5.10 *excluding treasury shares Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 31 March 2012 and the audited statutory accounts for the year ended 30 September 2012. The accompanying notes form an integral part of this Half-yearly Financial Report. The total column of this Summary income statement represents the profit and loss account of the Company. The supplementary revenue and capital columns have been prepared in accordance with The Association of Investment Companies' Statement of Recommended Practice. All revenue and capital items in the above statement derive from continuing operations. There are no recognised gains or losses other than the results for the periods disclosed above. Accordingly a Statement of total recognised gains and losses is not required. The difference between the reported return on ordinary activities before tax and the historical profit/(loss) is due to the fair value movements on investments. As a result a note on historical cost profit and losses has not been prepared. Summary balance sheet Unaudited Unaudited Audited 31 March 2013 31 March 2012 30 September 2012 Note GBP'000 GBP'000 GBP'000 Fixed asset investments Qualifying 24,668 26,011 26,412 Non-qualifying 760 238 554 Total fixed asset investments 25,428 26,249 26,966 Current assets Trade and other debtors 14 121 25 Current asset investments 41 179 25 Cash at bank and in hand 10 2,560 1,379 1,216 2,615 1,679 1,266 Creditors: amounts falling due within one year (301) (365) (267) Net current assets 2,314 1,314 999 Net assets 27,742 27,563 27,965 Capital and reserves Called up share capital 8 462 463 470 Share premium 1,439 402 1,139 Capital redemption reserve 22 5 10 Unrealised capital reserve (3,917) (7,352) (4,209) Realised capital reserve (916) (1,414) (1,288) Other distributable reserve 30,652 35,459 31,843 Total equity shareholders' funds 27,742 27,563 27,965 Net asset value per share (pence)* 66.60 66.00 66.00 *excluding treasury shares Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 31 March 2012 and the audited statutory accounts for the year ended 30 September 2012. The accompanying notes form an integral part of this Half-yearly Financial Report. These financial statements were approved by the Board of Directors, and authorised for issue on 20 May 2013 and were signed on its behalf by Friedrich Ternofsky Chairman Company number: 5132495 Summary reconciliation of movements in shareholders' funds Capital Unrealised Realised Other Called up share Share redemption capital capital distributable capital premium reserve reserve* reserve* reserve* Total GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 As at 1 October 2012 (Audited) 470 1,139 10 (4,209) (1,288) 31,843 27,965 Return/(loss) for the period - - - 766 (101) 252 917 Transfer of previously unrealised gains on disposal of investments - - - (474) 474 - - Dividends paid - - - - - (740) (740) Purchase of own shares for cancellation (12) - 12 - - (705) (705) Issue of equity (net of costs) 5 300 - - - - 305 As at 31 March 2013 (Unaudited) 462 1,439 22 (3,917) (916) 30,652 27,742 As at 1 October 2011 (Audited) 23,108 455 963 (8,476) (1,427) 12,097 26,720 Return/(loss) for the period - - - 1,276 (139) 292 1,429 Transfer of previously unrealised gains on disposal of investments - - - (152) 152 - - Reduction in share capital** (22,604) - - - - 22,604 - Cancellation of capital redemption and share premium reserves** - (539) (1,344) - - 1,883 - Dividends paid - - - - - (729) (729) Purchase of own shares for cancellation (373) - 373 - - (688) (688) Cancellation of treasury shares (13) - 13 - - - - Issue of equity (net of costs) 345 486 - - - - 831 As at 31 March 2012 (Unaudited) 463 402 5 (7,352) (1,414) 35,459 27,563 As at 1 October 2011 (Audited) 23,108 455 963 (8,476) (1,427) 12,097 26,720 Return/(loss) for the period - - - 2,560 (957) 525 2,128 Transfer of previously unrealised losses on disposal of investments - - - 1,707 (1,707) - - Reduction in share capital** (22,604) - - - - 22,604 - Cancellation of capital redemption and share premium reserves** - (539) (1,344) - - 1,883 - Dividends paid - - - - - (1,473) (1,473) Purchase of own shares for cancellation (381) - 381 - - (990) (990) Cancellation of treasury shares (10) - 10 - - - - Transfer from other distributable reserve to realised capital reserve - - - - 2,803 (2,803) - Issue of equity (net of costs) 357 1,223 - - - - 1,580 As at 30 September 2012 (Audited) 470 1,139 10 (4,209) (1,288) 31,843 27,965 *Included within these reserves is an amount of GBP25,819,000 (31 March 2012: GBP26,693,000; 30 September 2012: GBP26,346,000) which is considered distributable. ** The reduction in the nominal value of shares from 50 pence to 1 penny, the cancellation of the capital redemption and share premium reserves (as approved by shareholders at the Annual General Meeting held on 6 February 2012 and by order of the Court dated 22 February 2012) have increased the value of the other distributable reserve. The special reserve, treasury share reserve and the revenue reserve have been combined in the balance sheet to form a single reserve named other distributable reserve for both the current and prior periods. The Directors consider the presentation of a single reserve to enhance the clarity of financial reporting. More details regarding treasury shares can be found in note 8. Summary cash flow statement Unaudited six months ended Unaudited Audited 31 March 2013 six months ended 31 March 2012 year ended 30 September 2012 Note GBP'000 GBP'000 GBP'000 Operating activities Loan stock income received 497 531 1,182 Deposit interest received 9 13 22 Investment management fees paid (350) (347) (679) Other cash payments (107) (109) (249) Net cash flow from operating activities 9 49 88 276 Taxation UK corporation tax received/(paid) 34 11 (19) Capital expenditure and financial investments Purchase of fixed asset investments (458) (2,794) (3,298) Disposal of fixed asset investments 2,839 2,431 2,475 Disposal of current asset investments - - 506 Net cash flow from investing activities 2,381 (363) (317) Equity dividends paid Dividends paid (net of cost of shares issued under the dividend reinvestment scheme) (694) (683) (1,371) Net cash flow before financing 1,770 (947) (1,431) Financing Issue of share capital (net of issue costs) 260 787 1,486 Purchase of shares for cancellation (686) (637) (1,015) Net cash flow from financing (426) 150 471 Cash flow in the period 10 1,344 (797) (960) Notes to the unaudited summarised Financial Statements 1. Accounting convention The Financial Statements have been prepared in accordance with the historical cost convention, modified to include the revaluation of investments, in accordance with applicable United Kingdom law and accounting standards and 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 January 2009. Accounting policies have been applied consistently in current and prior periods, however to enhance clarity of financial reporting, the special reserve, treasury share reserve and revenue reserve have been presented as a single reserve named other distributable reserve. This has also been applied to prior periods. 2. Accounting policies Fixed and current asset investments Unquoted equity investments, debt issued at a discount and convertible bonds In accordance with FRS 26 "Financial Instruments Recognition and Measurement", unquoted equity, debt issued at a discount and convertible bonds are designated as fair value through profit or loss ("FVTPL"). Investments listed on recognised exchanges are valued at the closing bid prices at the end of the accounting period. Unquoted investments' fair value is determined by the Directors in accordance with the September 2009 International Private Equity and Venture Capital Valuation Guidelines (IPEVCV guidelines). Fair value movements on equity investments and gains and losses arising on the disposal of investments are reflected in the capital column of the Income statement in accordance with the AIC SORP. Realised gains or losses on the sale of investments will be reflected in the realised capital reserve, and unrealised gains or losses arising from the revaluation of investments will be reflected in the unrealised capital reserve. Warrants and unquoted equity derived instruments Warrants and unquoted equity derived instruments are only valued if their exercise or contractual conversion terms would allow them to be exercised or converted as at the balance sheet date, and if there is additional value to the Company in exercising or converting as at the balance sheet date. Otherwise these instruments are held at nil value. The valuation techniques used are those used for the underlying equity investment. Unquoted loan stock Unquoted loan stock (excluding convertible bonds and debt issued at a discount) are classified as loans and receivables as permitted by FRS 26 and measured at amortised cost using the Effective Interest Rate method less impairment. Movements in amortised cost relating to interest income are reflected in the revenue column of the Income statement, and hence are reflected in the revenue reserve, and movements in respect of capital provisions are reflected in the capital column of the Income statement and are reflected in the realised capital reserve following sale, or in the unrealised capital reserve for impairments arising from revaluations of the fair value of the security. For all unquoted loan stock, whether fully performing, past due or impaired, the Board considers that the fair value is equal to or greater than the security value of these assets. For unquoted loan stock, the amount of the impairment is the difference between the asset's cost and the present value of estimated future cash flows, discounted at the original effective interest rate. The future cash flows are estimated based on the fair value of the security less the estimated selling costs. 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. In accordance with the exemptions under FRS 9 "Associates and joint ventures", those undertakings in which the Company holds more than 20 per cent. of the equity as part of an investment portfolio are not accounted for using the equity method. Current asset investments Contractual future contingent receipts on disposal of fixed asset investments are designated at fair value through profit or loss and are subsequently measured at fair value. Dividend income is not recognised as part of the fair value movement of an investment, but is recognised separately as investment income through the revenue reserve when a share becomes ex-dividend. Loan stock accrued interest is recognised in the Balance sheet as part of the carrying value of the loans and receivables at the end of each reporting period. Investment income Unquoted equity income Dividend income is included in revenue when the investment is quoted ex-dividend. Unquoted loan stock and other preferred income Fixed returns on non-equity shares and debt securities are recognised on a time apportionment basis using an effective interest rate over the life of the financial instrument. Income which is not capable of being received within a reasonable period of time is reflected in the capital value of the investment. Bank interest income Interest income is recognised on an accruals basis using the rate of interest agreed with the bank. Investment management fees and expenses All expenses have been accounted for on an accruals basis. Expenses are charged through the revenue account except the following which are charged through the realised capital reserve: -- 75 per cent. of management fees are allocated to the capital account to the extent that these relate to an enhancement in the value of the investments. This is in line with the Board's expectation that over the long term 75 per cent. of the Company's investment returns will be in the form of capital gains; and -- expenses which are incidental to the purchase or disposal of an investment are charged through the realised capital reserve. Performance incentive fee In the event that a performance incentive fee crystallises, the fee will be allocated between revenue and realised capital reserves based upon the proportion to which the calculation of the fee is attributable to revenue and capital returns. Taxation Taxation is applied on a current basis in accordance with FRS 16 "Current tax". Taxation associated with capital expenses is applied in accordance with the SORP. In accordance with FRS 19 "Deferred tax", deferred taxation is provided in full on timing differences that result in an obligation at the balance sheet date to pay more tax or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the Financial Statements. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. Deferred tax assets and liabilities are not discounted. The Directors have considered the requirements of FRS 19 and do not believe that any provision for deferred tax should be made. Reserves Share premium account This reserve accounts for the difference between the prices paid for shares and the nominal value of the shares, less issue costs and transfers to the other distributable reserve. Capital redemption reserve This reserve accounts for amounts by which the issued share capital is diminished through the repurchase and cancellation of the Company's own shares. Unrealised capital reserve Increases and decreases in the valuation of investments held at the year end against cost are included in this reserve. Realised capital reserve The following are disclosed in this reserve: -- gains and losses compared to cost on the realisation of investments; -- expenses, together with the related taxation effect, charged in accordance with the above policies; and -- dividends paid to equity holders. Other distributable reserve The special reserve, treasury share reserve and the revenue reserve have been combined as a single reserve named other distributable reserve. This reserve accounts for movements from the revenue column of the Income statement, the payment of dividends, the buy-back of shares and other non capital realised movements. Dividends In accordance with FRS 21 "Events after the balance sheet date", dividends declared by the Company are accounted for in the period in which the dividend has been paid or approved by shareholders in an Annual General Meeting. 3. Gains on investments Unaudited Unaudited six months ended six months ended Audited 31 March 2013 31 March 2012 year ended 30 September 2012 GBP'000 GBP'000 GBP'000 Unrealised gains on fixed asset investments held at fair value through profit or loss account 1,142 531 2,210 Unrealised (impairments)/reversals of impairments on fixed asset investments held at amortised cost (392) 745 325 Unrealised gains on fixed asset investments sub-total 750 1,276 2,535 Unrealised gains on current assets held at fair value through profit or loss account 16 - 25 Unrealised gains sub-total 766 1,276 2,560 Realised gains/(losses) on investments held at fair value through profit or loss account 110 (4) (611) Realised (losses)/gains on fixed asset investments held at amortised cost (11) 51 9 Realised gains/(losses) on fixed asset investments sub-total 99 47 (602) Realised gains on current asset investments held at fair value through profit or loss account - - 36 Realised gains/(losses) sub-total 99 47 (566) 865 1,323 1,994 Investments measured at amortised cost basis are unquoted loan stock investments as described in note 2. 4. Investment income Unaudited Unaudited Audited six months ended six months ended year ended 31 March 2013 31 March 2012 30 September 2012 GBP'000 GBP'000 GBP'000 Income recognised on investments held at fair value through profit or loss Income from convertible bonds and discounted debt 57 41 53 57 41 53 Income recognised on investments held at amortised cost Return on loan stock investments 444 543 981 Bank deposit interest 14 12 18 458 555 999 515 596 1,052 All of the Company's income derives from operations based in the United Kingdom. 5. Investment management fees Unaudited Unaudited Audited six months ended six months ended year ended 31 March 2013 31 March 2012 30 September 2012 GBP'000 GBP'000 GBP'000 Investment management fee charged to revenue 87 85 171 Investment management fee charged to capital 261 255 515 348 340 686 The Manager, Albion Ventures LLP, is party to a management agreement from the Company (details disclosed on page 20 of the Annual Report and Financial Statements for the year ended 30 September 2012) and Patrick Reeve, a Director of the Company, is also Managing Partner of Albion Ventures LLP. During the period, services of a total value of GBP348,000 (31 March 2012: GBP340,000; 30 September 2012: GBP686,000) were purchased by the Company from Albion Ventures LLP. At the financial period end, the amount due to Albion Ventures LLP disclosed as accruals was GBP167,000 (31 March 2012: GBP166,000; 30 September 2012: GBP168,000). During the period, the Company was charged GBP9,250 (excluding VAT) by Albion Ventures LLP in respect of Patrick Reeve's services as a Director (31 March 2012: GBP9,250; 30 September 2012: GBP18,500). At the financial period end, the amount due to Albion Ventures LLP in respect of these services disclosed as accruals and deferred income was GBP5,550 (31 March 2012: GBP5,550; 30 September 2012: GBP5,550). During the period, the Company raised new funds through the Albion VCTs Top Up Offers 2012/2013 as detailed in note 8. The total cost of the issue of these shares on 19 December 2012 was 5.5% of the sums subscribed. Of these costs, an amount of GBP663 (31 March 2012: GBP6,740; 30 September 2012: GBP6,740) was paid to the Manager, Albion Ventures LLP, in respect of receiving agent services. There were no sums outstanding in respect of receiving agent services at the period end. 6. Dividends Unaudited Unaudited Audited six months ended six months ended year ended 31 March 2013 31 March 2012 30 September 2012 GBP'000 GBP'000 GBP'000 First dividend paid on 31 January 2012 - 1.75 pence per share - 729 729 Second dividend paid on 29 June 2012 - 1.75 pence per share - - 744 First dividend paid on 31 January 2013 - 1.75 pence per share 740 - - 740 729 1,473 In addition to the dividends paid above, the Board has declared a dividend of 1.75 pence per share to be paid on 28 June 2013 to shareholders on the register as at 7 June 2013. The total dividend to be paid will be approximately GBP763,000. 7. Basic and diluted return per share Return per share has been calculated on 42,199,141 Ordinary shares excluding treasury shares (31 March 2012: 41,720,924; 30 September 2012: 42,403,935) being the weighted average number of shares in issue for the period. There are no convertible instruments, derivatives or contingent share agreements in issue, and therefore no dilution affecting the return per share. The basic return per share is therefore the same as the diluted return per share. 8. Called up share capital Unaudited Unaudited Audited 31 March 2013 31 March 2012 30 September 2012 GBP'000 GBP'000 GBP'000 Allotted, called up and fully paid 46,236,035 Ordinary shares of 1 penny each (31 March 2012: 46,316,700; 30 September 2012: 46,954,802) 462 463 470 Voting rights 41,685,168 Ordinary shares of 1 penny each (31 March 2012: 41,765,833; 30 September 2012: 42,403,935) Under the terms of the Dividend Reinvestment Scheme Circular dated 22 December 2008, the following Ordinary shares were allotted during the period: Aggregate Number nominal of value of Date of shares shares Issue price Net proceeds Opening market price per share on allotment date allotment allotted (GBP'000) (pence per share) GBP'000 (pence per share) 31 January 2013 83,383 1 64.25 45 60.00 Under the terms of the Albion VCTs Top Up Offers 2012/2013, the following shares were allotted during the period: Aggregate Number nominal of value of Date of shares shares Issue price Net proceeds Opening market price per share on allotment date allotment allotted (GBP'000) (pence per share) GBP'000 (pence per share) 19 December 2012 393,850 4 69.90 260 56.50 During the period the Company purchased 1,196,000 Ordinary shares (31 March 2012: 1,198,500; 30 September 2012: 1,741,861) for cancellation at a cost of GBP701,000, representing 2.5 per cent. of its issued share capital as at 30 September 2012. The shares purchased for cancellation were funded by the other distributable reserve. The Company did not purchase any shares for treasury during the period to 31 March 2013 (31 March 2012: nil; 30 September 2012: nil), leaving a balance of 4,550,867 Ordinary shares (31 March 2012: 4,550,867; 30 September 2012: 4,550,867) in treasury which represents 9.8 per cent. of the issued share capital as at 31 March 2013. 9. Reconciliation of net revenue return on ordinary activities before taxation to net cash flow from operating activities Unaudited Unaudited Audited six months ended six months ended year ended 31 March 2013 31 March 2012 30 September 2012 GBP'000 GBP'000 GBP'000 Revenue return on ordinary activities before taxation 326 387 632 Investment management fee charged to capital (261) (254) (515) Movement in accrued amortised loan stock interest (6) (34) 171 Increase in operating debtors - 1 2 Decrease in operating creditors (10) (12) (14) Net cash flow from operating activities 49 88 276 10. Analysis of change in cash during the period Unaudited Unaudited Audited six months ended six months ended year ended 31 March 2013 31 March 2012 30 September 2012 GBP'000 GBP'000 GBP'000 Opening cash balances 1,216 2,176 2,176 Net cash flow 1,344 (797) (960) Closing cash balances 2,560 1,379 1,216 11. Commitments and contingencies As at 31 March 2013, the Company had the following financial commitments in respect of investments: -- Proveca Limited; GBP223,000 -- MyMeds&Me Limited; GBP110,000 -- Mi-Pay Limited; GBP46,000 -- DySIS Medical Limited; GBP9,000 There are no contingencies or guarantees of the Company as at 31 March 2013 (31 March 2012 and 30 September 2012: nil). 12. Post balance sheet events Since 31 March 2013, the Company has completed the following material transaction: -- April 2013: Investment of GBP9,000 in DySIS Medical Limited; The following shares were allotted under the terms of the Albion VCTs Top Up Offers 2012/2013 since the period end: Aggregate nominal Number of value of Date of shares shares Issue price Net proceeds Opening market price per share on allotment date allotment allotted (GBP'000) (pence per share) GBP'000 (pence per share) 5 April 2013 1,941,975 19 68.00 1,281 62.00 13. Related party transactions During the year, the Company purchased 1,196,000 Ordinary shares at a total cost of GBP701,000 using the services of Winterflood Securities Limited a company of which Robin Archibald is head of corporate finance and broking. These transactions were at arms length and in line with market practices. At the period end, the amount due to Winterflood Securities Limited in respect of share buy-backs and disclosed in other creditors was GBP18,000 (31 March 2012: GBP76,000; 30 September 2012: nil). There are no other related party transactions or balances requiring disclosure. 14. Going concern The Board's assessment of liquidity risk remains unchanged and is detailed on page 45 of the Annual Report & Financial Statements for the year ended 30 September 2012. The Company has adequate cash and liquid resources. The portfolio of investments is diversified in terms of sector, and the major cash outflows of the Company (namely investments, buy-backs and dividends) are within the Company's control. Accordingly, after making diligent enquiries the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, the Directors have adopted the going concern basis in preparing the accounts in accordance with "Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009", published by the Financial Reporting Council. 15. Risks and uncertainties The Board considers that the Company faces the following major risks and uncertainties: 1. Economic risk Changes in economic conditions, including, for example, interest rates, rates of inflation, industry conditions, competition, political and diplomatic events and other factors could substantially and adversely affect the Company's prospects in a number of ways. To reduce this risk, in addition to investing equity in portfolio companies, the Company often invests in secured loan stock and has a policy of not normally permitting any external bank borrowings within portfolio companies. Additionally, the Manager has been rebalancing the sector exposure of the portfolio with a view to reducing reliance on consumer led sectors. 2. Investment risk This is the risk of investment in poor quality assets which reduces the capital and income returns to shareholders, and negatively impacts on the Company's reputation. By nature, smaller unquoted businesses, such as those that qualify for venture capital trust purposes, are more fragile than larger, long established businesses. To reduce this risk, the Board places reliance upon the skills and expertise of the Manager and its strong track record for investing in this segment of the market. In addition, the Manager operates a formal and structured investment process, which includes an Investment Committee, comprising investment professionals from the Manager and at least one external investment professional. The Manager also invites, and takes account of, comments from non-executive Directors of the Company on investments discussed at the Investment Committee meetings. Investments are actively and regularly monitored by the Manager (investment managers normally sit on portfolio company boards) and the Board receives detailed reports on each investment as part of the Manager's report at quarterly board meetings. It is the policy of the Company for portfolio companies to not normally have external borrowings. 3. Valuation risk The Company's investment valuation method is reliant on the accuracy and completeness of information that is issued by portfolio companies. In particular, the Directors may not be aware of or take into account certain events or circumstances which occur after the information issued by such companies is reported. As described in note 2 of the Financial Statements, the unquoted equity investments, convertible loan stock and debt issued at a discount held by the Company are valued at fair value through profit or loss in accordance with the International Private Equity and Venture Capital Valuation Guidelines. These guidelines set out recommendations, intended to represent current best practice on the valuation of venture capital investments. These investments are valued on the basis of forward looking estimates and judgements about the business itself, its market and the environment in which it operates, together with the state of the mergers and acquisitions market, stock market conditions and other factors. In making these judgements the valuation takes into account all known material facts up to the date of approval of the Financial Statements by the Board. All other unquoted loan stock is measured at amortised cost. 4. Venture Capital Trust approval risk The Company's current approval as a venture capital trust allows investors to take advantage of tax reliefs on initial investment and ongoing tax free capital gains and dividend income. Failure to meet the qualifying requirements could result in investors losing the tax relief on initial investment and loss of tax relief on any tax-free income or capital gains received. In addition, failure to meet the qualifying requirements could result in a loss of listing of the shares. To reduce this risk, the Board has appointed the Manager, who has a team with significant experience in venture capital trust management, used to operating within the requirements of the venture capital trust legislation. In addition, to provide further formal reassurance, the Board has appointed PricewaterhouseCoopers LLP as its taxation advisors. PricewaterhouseCoopers LLP report quarterly to the Board to independently confirm compliance with the venture capital trust legislation, to highlight areas of risk and to inform on changes in legislation. 5. Compliance risk The Company is listed on The London Stock Exchange and is required to comply with the rules of the UK Listing Authority, as well as with the Companies Act, Accounting Standards and other legislation. Failure to comply with these regulations could result in a delisting of the Company's shares, or other penalties under the Companies Act or from financial reporting oversight bodies. Board members and the Manager have experience of operating at senior levels within quoted businesses. In addition, the Board and the Manager receive regular updates on new regulation from its auditor, lawyers and other professional bodies. 6. Internal control risk Failures in key controls, within the Board or within the Manager's business, could put assets of the Company at risk or result in reduced or inaccurate information being passed to the Board or to shareholders. The Audit Committee meets with the Manager's Internal Auditor, Littlejohn LLP, when required, receiving a report regarding the last formal internal audit performed on the Manager, and providing the opportunity for the Audit Committee to ask specific and detailed questions. During the year the Chairman of the Audit Committee met with the internal audit Partner of Littlejohn LLP to discuss the most recent Internal Audit Report on the Manager. The Manager has a comprehensive business continuity plan in place in the event that operational continuity is threatened. Further details regarding the Board's management and review of the Company's internal controls through the implementation of the Turnbull guidance are detailed on pages 25 and 26 of the full Annual Report and Financial Statements for the year ended 30 September 2012. Measures are in place to mitigate information risk in order to ensure the integrity, availability and confidentiality of information used within the business. 7. Reliance upon third parties risk The Company is reliant upon the services of Albion Ventures LLP for the provision of investment management and administrative functions. There are provisions within the management agreement for the change of Manager under certain circumstances (for further detail, see the management agreement paragraph on page 20 of the full Annual Report and Financial Statements for the year ended 30 September 2012). In addition, the Manager has demonstrated to the Board that there is no undue reliance placed upon any one individual within Albion Ventures LLP. 8. Financial risks By its nature, as a venture capital trust, the Company is exposed to investment risk (which comprises investment price risk and cash flow interest rate risk), credit risk and liquidity risk. The Company's policies for managing these risks and its financial instruments are outlined in full in note 19 of the full Annual Report and Financial Statements for the year ended 30 September 2012. All of the Company's income and expenditure is denominated in sterling and hence the Company has no foreign currency risk. The Company is financed through equity and does not have any borrowings. The Company does not use derivative financial instruments for speculative purposes. 16. Other information The information set out in this Half-yearly Financial Report does not constitute the Company's statutory accounts within the terms of section 434 of the Companies Act 2006 for the periods ended 31 March 2013 and 31 March 2012, and is unaudited. The information for the year ended 30 September 2012 does not constitute statutory accounts within the terms of section 434 of the Companies Act 2006 and is derived from the statutory accounts for that financial year, which have been delivered to the Registrar of Companies. The Auditor reported on those accounts; their report was unqualified and did not contain a statement under s498 (2) or (3) of the Companies Act 2006. 17. Publication This Half-yearly Financial Report is being sent to shareholders and copies will be made available to the public at the registered office of the Company, Companies House, the National Storage Mechanism and also electronically at www.albion-ventures.co.uk/ourfunds/AAIG.html. Sector split at 31 March 2013: http://hugin.info/141810/R/1703145/562917.pdf This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Albion Income & Growth VCT PLC via Thomson Reuters ONE HUG#1703145 http://www.closeventures.co.uk/
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