We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Register for streaming realtime charts, analysis tools, and prices.
| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| British Smaller Companies Vct Plc | LSE:BSV | London | Ordinary Share | GB0001403152 | ORD 10P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 80.00 | 78.50 | 81.50 | 80.00 | 80.00 | 80.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Trust,ex Ed,religious,charty | 15.84M | 12.24M | 0.0507 | 15.78 | 192.99M |
From Apr 2019 to Apr 2024
TIDMBSV
RNS Number : 1023I
British Smaller Companies VCT PLC
21 November 2018
British Smaller Companies VCT plc
Unaudited Interim Results and Interim Management Report
For the six months ended 30 September 2018
British Smaller Companies VCT plc (the "Company") today announces its unaudited interim results for the six months to 30 September 2018.
HIGHLIGHTS
-- Increase in total return of 3.0 pence per ordinary share to 219.0 pence per ordinary share at 30 September 2018 (216.0 pence per ordinary share as at 31 March 2018).
-- Increase in net asset value ("NAV") to 82.6 pence per ordinary share prior to the payment of the interim dividend of 4.0 pence per ordinary share in May 2018. The NAV at 30 September 2018 is 78.6 pence per ordinary share.
-- Total dividends for the period ended 30 September 2018 amounted to 4.0 pence per ordinary share which equates to 5.0 per cent of the opening March 2018 NAV per share.
-- Total cumulative dividends paid since inception of 140.4 pence per ordinary share. -- The Company invested GBP3.12 million into two new investments during the period.
-- The Company will shortly launch an offer, with British Smaller Companies VCT2 plc, (together "the Companies"), to raise up to GBP30 million in aggregate, with an additional GBP5 million over allotment facility, by way of a new joint prospectus offer of new ordinary shares for subscription in the 2018/19 tax year ("the Offer"). The Offer will be open to those shareholders on the register of one or both of the Companies on 22 October 2018 until 4 January 2019, and unless the Offer has been fully subscribed by that date the Offer will then be available to new Investors.
CHAIRMAN'S STATEMENT
I am pleased to present the Interim Accounts for the six months ended 30 September 2018.
Overview
Total Return for the six months was 3.0 pence per ordinary share, which was 3.8 per cent of the net asset value at 31 March 2018.
New Investment
It is pleasing that in the first six months of 2018, your Company completed two new investments totalling GBP3.1 million. These were:
GBP1.3 million was invested into Hutchinson Networks Limited in April 2018, a leading provider of multi-vendor IT and network solutions to clients globally. Hutchinson will utilise the money to fund additional marketing and operational resources to accelerate international growth in a growing market.
GBP1.8 million was invested into Arcus Global Limited in May 2018, a provider of cloud-based software solutions to local and national public-sector organisations. The funding will support the continued growth of the business; building resource in technology development, sales and customer services. Together, this will enable Arcus to further expand its range of software solutions to help the public sector to increase its use of digital technologies and transform services.
In both cases there is the prospect that follow-on funding may be required.
Financial Results and Dividends
The movement in Total Return is set out in the table below:
Hot Features
Premium
Pence per
Total Return ordinary share
Total Return at 1 April 2018 216.0
Net underlying increase in portfolio 3.0
Total Return at 30 September 2018 219.0
The portfolio produced a value gain of GBP3.3 million, representing a 5.1 per cent increase over the opening value and equivalent to an increase in value for shareholders of 3.0 pence per ordinary share.
Due to the repayment of loans and the different financing structures of new investments there has been a significant change in the nature of the Company's income. Newer investments now include lower levels of debt and higher levels of preference shares, which means that a growing proportion of income now derives from preference dividends. In addition, where new investments are re-investing their profits to fund growth, the payment of dividends and interest is often deferred until a sale.
Whilst income in the period was slightly higher than the same period last year, this derived principally from preference dividends as referred to above - the receipt of which is anticipated to be less predictable than the interest income from more mature investments.
Investments made since the changes to the VCT rules in November 2015 now comprise GBP18.7 million (29 per cent) of the value of the unquoted portfolio as at 30 September 2018, with GBP45.6 million (71 per cent) of investments made prior to the rule changes. In general, the more recent additions to the portfolio comprise mainly equity instruments. Additionally because younger companies typically re-invest their profits for growth, they may have little or no capacity to pay dividends.
An interim dividend of 4.0 pence per ordinary share in respect of the year ending 31 March 2019 was paid in the period, bringing the cumulative dividends paid to date to 140.4 pence per ordinary share.
The movement in net asset value per ordinary share and the dividends paid are set out in the table below:
GBP000 Pence per
Net Asset Value "NAV" ordinary share
NAV at 1 April 2018 86,137 79.6
Net underlying increase in portfolio 3,307 3.0
Profit for the period 33 -
Issue/buy-back of shares 63 -
3,403 3.0
NAV before the payment of dividends 89,540 82.6
Dividends paid (4,322) (4.0)
-------------------------------------- ------ -------- ------- ---------
NAV at 30 September 2018 85,218 78.6
-------------------------------------- ------ -------- ------- ---------
Shareholder Relations
As part of the Board's continuing dialogue with shareholders, the 23rd shareholder workshop was held in conjunction with British Smaller Companies VCT2 plc at the Honourable Artillery Company on 16 May 2018. This included a presentation from the CEO of one of our newest investments, Ncam Technologies Limited, along with short videos about some of the new portfolio companies. The Company's performance, portfolio and outlook were discussed in talks given by the Investment Adviser, followed by a question and answer session.
As shareholders may be aware the General Data Protection Regulations ("GDPR") came into force on 25 May 2018. GDPR provides a greater level of protection over personal information and the Company and the Investment Adviser have taken all necessary steps to comply with its requirements. A revised Privacy Notice has been published and this can be found on your Company's website at www.bscfunds.com.
A large number of shareholders (83 per cent) now receive documents such as the annual report via the website, www.bscfunds.com, rather than by post. This saves on printing costs, as well as being more environmentally friendly, and your Board would encourage all shareholders to do this.
Your Company's website www.bscfunds.com, provides a comprehensive level of information in what I hope is a user-friendly format and is refreshed on a regular basis.
Regulatory Developments
On 5 July 2018 the European Commission confirmed its approval of the recent amendments to the VCT rules, including a higher annual investment limit for Knowledge Intensive Companies of GBP10 million which, for appropriate investments, your Company intends to utilise.
HMRC launched a consultation on proposed changes to the advance assurance process which would allow your Company to make investments without obtaining advance assurance. The Board continues to keep these developments under review.
Fundraising
Following a review of the Company's cash requirements, the Board will shortly launch a joint offer for subscription with British Smaller Companies VCT2 plc, to raise in aggregate GBP30 million, with an additional GBP5 million over allotment facility. There will be a short period of time during which existing shareholders of both companies will have exclusivity for around four weeks to apply for new shares in both companies on a first-come, first-served basis, after which the offers will be open to new investors. The intention is to have a single allotment, which will be between 1-5 April 2019, in order to maximise the time available to invest the monies raised and meet the VCT qualifying rules.
Board Composition
After 9 years as a non-executive director Edward Buchan has decided to retire from the Board at the 2019 Annual General Meeting. His thoughtful approach as Chair of the Audit Committee has been invaluable to the Company, and I thank him for the considerable contribution he has made to its development. His contribution to the Board will be greatly missed. The Board intends to begin the process of recruiting a new non-executive director and Chair of the Audit Committee early in 2019.
Outlook
The Board welcomes the European Commission's approval of the recent changes to the VCT rules, especially the ability to invest up to GBP10 million in any one year into Knowledge Intensive Companies as this should allow investments to be accelerated in certain cases.
While it is frustrating that there is little clarity on the UK's future trading relationship with the EU the businesses in the portfolio continue to prepare for all potential outcomes. There has been little impact on the level of enquiries seen by the Investment Adviser to date.
The more mature investments in the portfolio generally continue to perform well, as can be seen from the valuation uplifts in this period, and opportunities to realise these investments are pursued where the timing is felt to be appropriate for the relevant business. The level of investment pipeline and the expected financial needs of the newer growth investments informs the requirement to raise further funds at this time. Your Board hopes that shareholders will take the opportunity to further invest in the Company in the proposed fundraising.
I would like to take this opportunity to thank shareholders for their continued support.
OBJECTIVES AND KEY POLICIES
The Company's objective is to grow Total Return over the medium to long-term whilst maintaining the Company's status as a venture capital trust.
INVESTMENT POLICY
The Company's investment policy is to create a portfolio that blends a mix of businesses operating in established industries with those that offer opportunities in the application and development of innovation. Investing across a range of companies and sectors reduces exposure to particular markets and individual companies. The changes to the VCT legislation in November 2015 and those announced in the November 2017 Budget mean that there is greater emphasis on earlier stage growth businesses focussing on the application and development of innovation.
To this end, the Company will invest in UK businesses across a broad range of sectors including but not limited to software, information technology and telecommunications, retail and brands, business services, manufacturing and industrial services and healthcare. These investments will primarily be in unquoted UK companies which meet the definition of a Qualifying Investment, in order to maintain the Company's Venture Capital Trust status. It is anticipated that the majority of these businesses will be re-investing their profits for growth and the investments will, therefore, comprise mainly equity instruments. In order to limit the risk to the portfolio that is derived from any particular investment, at the point of investment no more than 15 per cent of the Company by value will be in any one investment.
Borrowing
The Company funds the investment programmes out of its own resources and has no borrowing facilities for this purpose.
Co-investment
British Smaller Companies VCT plc and British Smaller Companies VCT2 plc ("the VCTs") have in aggregate priority in all investment opportunities meeting the VCT qualifying criteria that require up to GBP4.5 million of equity. Amounts above GBP4.5 million will be allocated one third to YFM's co-investment funds and two thirds to the VCTs. Where there are opportunities for the VCTs to co-invest with each other the basis for allocation is 60 per cent to the Company and 40 per cent to British Smaller Companies VCT2 plc. The Board of the Company has discretion as to whether or not to take up or, where British Smaller Companies VCT2 plc does not take its allocation, increase its allocation in such co-investment opportunities.
Asset Mix
Pending investment in VCT-qualifying securities, surplus cash is primarily held in interest bearing instant access, and short-notice bank accounts and investment funds listed on a recognised stock exchange (including FCA authorised and regulated UCITS funds). Subsequent to the Finance (No. 2) Act 2015 investments can no longer be made in non-qualifying quoted investments traded on an unregulated exchange. This change therefore now excludes most AIM investments in this category.
INVESTMENT REVIEW
The Company's portfolio at 30 September 2018 had a value of GBP66.78 million consisting of GBP64.30 million (96 per cent) in unquoted investments and GBP2.48 million (4 per cent) in quoted investments. The largest single investment represents 8.4 per cent of the net asset value.
Over the six months to 30 September 2018 the portfolio saw an underlying value gain of GBP3.17 million from the ongoing portfolio comprising GBP2.69 million from the unquoted portfolio and GBP0.48 million from the quoted portfolio.
The most significant upward movements in the period were:
GBP3.41 million
* ACC Aviation GBP1.12 million
GBP1.02 million
GBP0.65 million
* Matillion Limited
* Deep-Secure Ltd
* Gill Marine Holdings Limited
The increase in ACC's valuation during the period has resulted from a very strong underlying trading performance and a recent increase in your Company's equity ownership following a reorganisation.
These gains were offset by companies which saw profits impacted by difficult trading conditions:
down GBP0.82
* Seven Technologies Holdings Limited million
down GBP0.74
million
* DisplayPlan Holdings Limited down GBP0.68
million
down GBP0.45
* e2E Engineering Limited million
* Traveltek Group Holdings Limited
New and Follow-on Investments
In the six months to September 2018 the rate of new investment has increased. So far this year your Company has completed two new investments totalling GBP3.12 million.
The new investments comprise:
-- GBP1.80 million into Arcus Global Limited (15.6 weeks for advance assurance) -- GBP1.32 million into Hutchinson Networks Limited (10.4 weeks for advance assurance)
There has been some improvement in HMRC's rate of response to advance assurance applications, although our experience hasn't yet seen clearance within their best practice guidance of 15 working days. However, HMRC has changed its guidance which would allow your Company to make some investments without obtaining advance assurance. The Board continues to keep these developments under review.
Realisation of Investments
During the six months to 30 September 2018 the Company generated GBP1.52 million from disposals and repayments of loans. An additional GBP0.84 million was generated from the realisation of a fixed income security and listed investment funds.
A detailed analysis of all investments realised in the period to 30 September 2018 can be found in note 6.
INVESTMENT PORTFOLIO
The top 10 investments had a combined value of GBP41.0 million, 61.4 per cent of the total portfolio.
Name of Company Sector Date of initial Current Investment Proceeds Realised and
investment cost Valuation to date unrealised
at 30 September value
2018 to date
GBP000 GBP000 GBP000 GBP000
ACC Aviation (via Newacc Business
(2014) Limited) Services Nov 14 220 7,159 1,848 9,007
Matillion Limited Software Nov 16 2,666 6,063 - 6,063
Mangar Health Limited Healthcare Jan 14 2,460 4,446 - 4,446
Intelligent Office UK
(IO Outsourcing Limited Business
t/a Intelligent office) Services May 14 2,934 4,438 - 4,438
Deep-Secure Limited Software Dec 09 1,000 3,875 - 3,875
Gill Marine Holdings
Limited Retail Sep 13 2,500 3,261 - 3,261
Business Collaborator
Limited Software Nov 14 2,010 3,130 - 3,130
Eikon Holdco Limited Software Mar 18 3,000 3,000 - 3,000
GTK (Holdco) Limited Manufacturing Oct 13 222 2,883 1,832 4,715
Springboard Research Business
Holdings Limited Services Oct 14 2,647 2,699 - 2,699
Total top 10 investments 19,659 40,954 3,680 44,634
Remaining unquoted
portfolio
KeTech Enterprises
Limited Software Nov 15 2,000 2,669 - 2,669
Leengate Holdings
Limited Manufacturing Dec 13 1,401 2,415 - 2,415
Friska Limited Retail Jul 17 1,800 1,803 - 1,803
Arcus Global Limited Software May 18 1,800 1,800 - 1,800
Sipsynergy
(via Hosted Network
Services Limited) Software Jun 16 1,770 1,358 - 1,358
Hutchinson Networks
Limited Software Apr 18 1,320 1,320 - 1,320
Wakefield Acoustics
(via Malvar Engineering
Limited) Manufacturing Dec 14 1,080 1,302 75 1,377
DisplayPlan Holdings Business
Limited Services Jan 12 130 1,122 1,521 2,643
Ncam Technologies
Limited Software Mar 18 1,466 1,100 - 1,100 Traveltek Group Holdings Limited Software Oct 16 1,470 1,090 - 1,090 Macro Art Holdings Business Limited Services Jun 14 720 1,070 540 1,610 Biz2Mobile Limited Software Oct 16 1,500 932 - 932 GBP0.75 million and below Other investments 8,346 5,361 2,778 8,139 ------------------------- ----------------------------------- -------- ---------------- --------- --------------- Total unquoted investments 44,462 64,296 8,594 72,890 -------------------------------------------------------------- -------- ---------------- --------- --------------- Quoted portfolio GBP0.75 million and below Other investments 688 2,484 3,023 5,507 ------------------------- ----------------------------------- -------- ---------------- --------- --------------- Total quoted investments 688 2,484 3,023 5,507 -------------------------------------------------------------- -------- ---------------- --------- --------------- Total portfolio 45,150 66,780 11,617 78,397 Full disposals since 31 March 2002 33,176 - 70,419 70,419 Full disposals prior to 31 March 2002 5,748 - 1,899 1,899 -------------------------------------------------------------- -------- ---------------- --------- --------------- Total investment portfolio 84,074 66,780 83,935 150,715 -------------------------------------------------------------- -------- ---------------- --------- ---------------
The charts on page 13 of the interim report show the composition of the portfolio as at 30 September 2018 by industry sector, age of investment, investment instrument and the value compared to cost.
PRINCIPAL RISKS AND UNCERTAINTIES
In accordance with DTR 4.2.7, the Board confirms that the principal risks and uncertainties facing the Company have not materially changed from those identified in the Annual Report and Accounts for the year ended 31 March 2018. The Board acknowledges that there is regulatory risk and continues to manage the Company's affairs in such a manner as to comply with section 274 of the Income Tax Act 2007.
In summary, the principal risks are:
-- Loss of approval as a Venture Capital Trust; -- Economic; -- Investment and strategic; -- Regulatory; -- Reputational; -- Operational; -- Financial; -- Market/liquidity.
Full details of the principal risks can be found in the financial statements for the year ended 31 March 2018 on pages 28 and 29, a copy of which is available at www.bscfunds.com.
DIRECTOR'S RESPONSIBILITIES STATEMENT
The directors of British Smaller Companies VCT plc confirm that, to the best of their knowledge, the condensed set of financial statements in this interim report have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" as adopted by the EU, and give a true and fair view of the assets, liabilities, financial position and profit and loss of British Smaller Companies VCT plc, and that the interim management report includes a true and fair review of the information required by DTR 4.2.7R and DTR 4.2.8R.
The directors of British Smaller Companies VCT plc are listed in note 9 of these interim financial statements.
By order of the Board
Helen Sinclair
Chairman
21 November 2018
UNAUDITED STATEMENT OF COMPREHENSIVE INCOME
for the six months ended 30 September 2018
Unaudited 6 months ended Unaudited 6 months ended
30 September 2018 30 September 2017
Notes Revenue Capital Total Revenue Capital Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Gains (losses) on investments held at fair
value - 3,228 3,228 - (67) (67)
Income 2 1,180 - 1,180 1,102 - 1,102
Gains on disposal of investments 6 - 79 79 - 630 630
Total income 1,180 3,307 4,487 1,102 563 1,665
Administrative expenses:
--------- -------- -------- ---------- --------- ----------
Investment Adviser's fee (215) (646) (861) (220) (661) (881)
Other expenses (246) (40) (286) (264) - (264)
--------- -------- -------- ---------- --------- ----------
(461) (686) (1,147) (484) (661) (1,145)
-------------------------------------------- ------ --------- -------- -------- ---------- --------- ----------
Profit (loss) before taxation 719 2,621 3,340 618 (98) 520
Taxation 3 (58) 58 - (72) 72 -
-------------------------------------------- ------ --------- -------- -------- ---------- --------- ----------
Profit (loss) for the period 661 2,679 3,340 546 (26) 520
-------------------------------------------- ------ --------- -------- -------- ---------- --------- ----------
Total comprehensive income (loss) for the
period 661 2,679 3,340 546 (26) 520
-------------------------------------------- ------ --------- -------- -------- ---------- --------- ----------
Basic and diluted earnings (loss) per
ordinary share 5 0.61p 2.45p 3.06p 0.50p (0.02)p 0.48p
-------------------------------------------- ------ --------- -------- -------- ---------- --------- ----------
The Total column of this statement represents the Company's Unaudited Statement of Comprehensive Income, prepared in accordance with International Financial Reporting Standards as adopted by the European Union ('IFRSs'). The supplementary Revenue and Capital columns are prepared under the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' (issued in November 2014 and updated in February 2018 with consequential amendments - "SORP") published by the Association of Investment Companies.
UNAUDITED BALANCE SHEET
as at 30 September 2018
Notes Unaudited Unaudited Audited
30 September 30 September 31 March
2018 2017 2018
GBP000 GBP000 GBP000
Assets
Non-current assets
Investments 66,780 56,430 61,756
Listed investment funds 2,391 - 2,336
Fixed income security - 710 706
------------------------------------------------------- ------ -------------- -------------- ----------
Financial assets at fair value through profit or loss 6 69,171 57,140 64,798
Trade and other receivables 1,580 1,123 1,284
------------------------------------------------------- ------ -------------- -------------- ----------
70,751 58,263 66,082
Current assets
Trade and other receivables 534 1,855 1,733
Cash on fixed term deposit 7,001 9,001 9,001
Cash and cash equivalents 7,093 15,568 10,057
------------------------------------------------------- ------ -------------- -------------- ----------
14,628 26,424 20,791
Liabilities
Current liabilities
Trade and other payables (161) (713) (736)
------------------------------------------------------- ------ -------------- -------------- ----------
Net current assets 14,467 25,711 20,055
------------------------------------------------------- ------ -------------- -------------- ----------
Net assets 85,218 83,974 86,137 Shareholders' equity Share capital 11,517 11,342 11,342 Share premium account 1,052 - - Capital reserve 48,101 56,024 53,422 Investment holding gains and losses 21,600 13,917 18,146 Revenue reserve 2,948 2,691 3,227 ------------------------------------------------------- ------ -------------- -------------- ---------- Total shareholders' equity 85,218 83,974 86,137 ------------------------------------------------------- ------ -------------- -------------- ---------- Net asset value per ordinary share 7 78.6p 77.0p 79.6p ------------------------------------------------------- ------ -------------- -------------- ----------
UNAUDITED STATEMENT OF CHANGES IN EQUITY
for the six months ended 30 September 2018
Share Share Capital Capital Investment Revenue Total
capital premium Redemption reserve holding reserve equity
account Reserve gains
and
losses
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
--------------------- --------- --------- ------------ --------- ----------- --------- ----------
At 31 March 2017 11,101 35,519 221 23,686 15,400 2,145 88,072
--------------------- --------- --------- ------------ --------- ----------- --------- ----------
Revenue return
for the period - - - - - 618 618
Capital expenses - - - (661) - - (661)
Investment holding
loss on investments
held at fair value - - - - (67) - (67)
Realisation of
investments in
the period - - - 630 - - 630
Taxation - - - 72 - (72) -
--------------------- --------- --------- ------------ --------- ----------- --------- ----------
Total comprehensive
income (expense)
for the period - - - 41 (67) 546 520
--------------------- --------- --------- ------------ --------- ----------- --------- ----------
Issue of shares
- DRIS 241 1,505 - - - - 1,746
Issue costs of
ordinary shares* - (14) - - - - (14)
Cancellation of
share premium
account,
net of costs - (37,010) (221) 37,221 - - (10)
Purchase of own
shares - - - (190) - - (190)
Dividends - - - (6,150) - - (6,150)
--------------------- --------- --------- ------------ --------- ----------- --------- ----------
Total transactions
with owners 241 (35,519) (221) 30,881 - - (4,618)
Realisation of
prior year
investment
holding gains - - - 1,416 (1,416) - -
--------------------- --------- --------- ------------ --------- ----------- --------- ----------
At 30 September
2017 11,342 - - 56,024 13,917 2,691 83,974
--------------------- --------- --------- ------------ --------- ----------- --------- ----------
Revenue return
for the period - - - - - 589 589
Capital expenses - - - (629) - - (629)
Investment holding
gain on investments
held at fair value - - - - 3,285 - 3,285
Realisation of
investments in
the period - - - (401) - - (401)
Taxation - - - 53 - (53) -
--------------------- --------- --------- ------------ --------- ----------- --------- ----------
Total comprehensive
(expense) income
for the period - - - (977) 3,285 536 2,844
--------------------- --------- --------- ------------ --------- ----------- --------- ----------
Purchase of own
shares - - - (681) - - (681)
Total transactions
with owners - - - (681) - - (681)
Realisation of
prior year
investment
holding losses - - - (944) 944 - -
--------------------- --------- --------- ------------ --------- ----------- --------- ----------
At 31 March 2018 11,342 - - 53,422 18,146 3,227 86,137
--------------------- --------- --------- ------------ --------- ----------- --------- ----------
Revenue return
for the period - - - - - 719 719
Capital expenses - - - (686) - - (686)
Investment holding
gain on investments
held at fair value - - - - 3,228 - 3,228
Realisation of
investments in
the period - - - 79 - - 79
Taxation - - - 58 - (58) -
--------------------- --------- --------- ------------ --------- ----------- --------- --------
Total comprehensive
(expense) income
for the period - - - (549) 3,228 661 3,340
--------------------- --------- --------- ------------ --------- ----------- --------- --------
Issue of shares
- DRIS 175 1,063 - - - - 1,238
Issue costs of
ordinary shares* - (11) - - - - (11)
Purchase of own
shares - - - (1,164) - - (1,164)
Unclaimed dividends - - - 6 - - 6
Dividends - - - (3,388) - (940) (4,328)
--------------------- --------- --------- ------------ --------- ----------- --------- --------
Total transactions
with owners 175 1,052 - (4,546) - (940) (4,259)
Realisation of
prior year
investment
holding losses - - - (226) 226 - -
--------------------- --------- --------- ------------ --------- ----------- --------- --------
At 30 September
2018 11,517 1,052 - 48,101 21,600 2,948 85,218
--------------------- --------- --------- ------------ --------- ----------- --------- --------
*Issue costs include both fundraising costs (where applicable) and costs incurred from the Company's DRIS.
Reserves available for distribution
Under the Companies Act 2006 the capital reserve and the revenue reserve are distributable reserves. The table below shows amounts that are available for distribution.
Capital reserve Revenue reserve Total
GBP000 GBP000 GBP000
Distributable reserves as above 48,101 2,948 51,049
Less : Interest and dividends not yet distributable - (2,155) (2,155)
: Cancelled share premium not yet distributable (16,074) - (16,074)
--------------------------------------------------------- --------------------- ---------------- ---------
Reserves available for distribution* 32,027 793 32,820
-------------------------------------------------------------- ---------------- ---------------- -----------
* subject to filing these interim financial statements at Companies House.
The capital reserve (GBP48,101,000) and the revenue reserve (GBP2,948,000) are both distributable reserves. These reserves total GBP51,049,000, representing a decrease of GBP5,600,000 in the period since 31 March 2018. The directors also take into account the level of the investment holding gains and losses reserve and the future requirements of the Company when determining the level of dividend payments.
Of the potentially distributable reserves of GBP51,049,000 shown above, GBP2,155,000 relates to interest and dividends receivable from 2019 onwards and GBP16,074,000 to cancelled share premium which becomes distributable from 1 April 2019 onwards (see below).
Total share premium previously cancelled will be available for distribution from the following dates.
GBP000
1 April 2019 6,295
1 April 2020 8,288
1 April 2021 1,491
------------------------------------------------ -------
Cancelled share premium not yet distributable 16,074
------------------------------------------------ -------
UNAUDITED STATEMENT OF CASH FLOWS
for the six months ended 30 September 2018
Notes Unaudited Unaudited Audited
6 months 6 months year
ended ended ended
30 September 30 September 31 March 2018
2018 2017
GBP000 GBP000 GBP000
Profit before taxation 3,340 520 3,364
Decrease in trade and other payables (523) (3,164) (3,142)
Increase in trade and other receivables (220) (893) (161)
Gain on disposal of investments (79) (630) (229)
(Gains) losses on investments held at fair value (3,228) 67 (3,218)
Capitalised interest and dividends - - (89)
------------------------------------------------------------- ------ -------------- -------------- ---------------
Net cash outflow from operating activities (710) (4,100) (3,475)
------------------------------------------------------------- ------ -------------- -------------- ---------------
Cash flows from investing activities
Purchase of financial assets at fair value through profit or
loss 6 (3,251) (3,122) (10,586)
Proceeds from sale of financial assets at fair value through
profit or loss 6 2,032 4,191 6,144
Deferred consideration 1,278 213 269
Cash maturing from fixed term deposit 2,000 4,023 4,023
Net cash inflow (outflow) from investing activities 2,059 5,305 (150)
------------------------------------------------------------- ------ -------------- -------------- ---------------
Cash flows from financing activities
Issue of ordinary shares - 4,244 4,245
Costs of ordinary share issues* (11) (118) (118)
Purchase of own shares (1,164) (190) (871)
Share premium cancellation costs - (10) (10)
Dividends paid 4 (3,138) (4,410) (4,411)
Net cash outflow from financing activities (4,313) (484) (1,165)
------------------------------------------------------------- ------ -------------- -------------- ---------------
Net (decrease) increase in cash and cash equivalents (2,964) 721 (4,790)
------------------------------------------------------------- ------ -------------- -------------- ---------------
Cash and cash equivalents at the beginning of the period 10,057 14,847 14,847
------------------------------------------------------------- ------ -------------- -------------- ---------------
Cash and cash equivalents at the end of the period 7,093 15,568 10,057
------------------------------------------------------------- ------ -------------- -------------- ---------------
*Issue costs include both fundraising costs and expenses incurred from the Company's DRIS.
EXPLANATORY NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
1 General Information, Basis of Preparation and Principal Accounting Policies
These interim statements have been approved by the directors whose names appear at note 9, each of whom has confirmed that to the best of their knowledge:
-- the interim management report includes a true and fair review of the information required by rules 4.2.7 and 4.2.8 of the Disclosure Rules and the Transparency Rules; and
-- the interim statements have been prepared in accordance with IAS 34 'Interim financial reporting' and the Disclosure and Transparency Rules of the Financial Conduct Authority.
The interim statements are unaudited but have been reviewed by the auditors pursuant to the International Standard of Review Engagements 2410 (UK and Ireland) guidance on Review of Interim Financial Information Performed by the Independent Auditor of the Entity. They do not constitute full financial statements as defined in section 435 of the Companies Act 2006. The comparative figures for the year ended 31 March 2018 do not constitute full financial statements and have been extracted from the Company's financial statements for the year ended 31 March 2018. Those accounts were reported upon without qualification by the auditors and have been delivered to the Registrar of Companies.
The accounting policies and methods of computation followed in the interim statements are the same as those adopted in the preparation of the audited financial statements for the year ended 31 March 2018. New standards coming into force during the period have not had a material impact on these interim financial statements.
The financial statements for the year ended 31 March 2018 were prepared in accordance with the International Financial Reporting Standards (IFRSs) as adopted by the European Union and those parts of the Companies Act 2006 applicable to companies reporting under IFRS. Where guidance set out in the SORP is consistent with the requirements of IFRS, the financial statements have been prepared in compliance with the recommendations of the SORP.
The Company has carried out an assessment of accounting standards, amendments and interpretations that have been issued by the IASB and that are effective for the current reporting period. These include IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts with Customers. The Company has determined that IFRS 15 and other amendments/interpretations that are newly effective do not affect the Company's performance or position. In respect of IFRS 9 which replaces IAS 39, the Company continues to account for its investment assets at fair value through profit or loss as permitted by IFRS 9. Trade receivables continue to be accounted for at amortised cost and the Company now applies the new IFRS 9 expected credit loss impairment model to these financial assets. The impact of recognising impairment based on expected credit losses rather than on an incurred basis is minimal.
The financial statements are presented in sterling and all values are rounded to the nearest thousand (GBP000), except where stated.
Going Concern: The directors have carefully considered the issue of going concern and are satisfied that the Company has sufficient resources to meet its obligations as they fall due for a period of at least twelve months from the date these interim statements were approved. As at 30 September 2018 the Company held cash balances and fixed term deposits with a combined value of GBP14,094,000. Cash flow projections show the Company has sufficient funds to meet both its contracted expenditure and its discretionary cash outflows in the form of share buy-backs and the dividend policy. The directors therefore believe that it is appropriate to continue to apply the going concern basis of accounting in preparing these interim statements.
2 Income
Unaudited Unaudited
6 months ended 6 months ended
30 September 30 September
2018 2017
GBP000 GBP000
Income from investments
- Dividends from unquoted companies 406 234
- Dividends from AIM quoted companies 9 5
------------------------------------------------------------------- ---------------- ----------------
415 239
- Interest on loans to unquoted companies 652 769
------------------------------------------------------------------- ---------------- ----------------
Income from investment portfolio 1,067 1,008
Income from listed investment funds 37 -
Fixed interest Government securities 3 8
Income from investments held at fair value through profit or loss 1,107 1,016
Interest on bank deposits 73 86
------------------------------------------------------------------- ---------------- ----------------
1,180 1,102
------------------------------------------------------------------- ---------------- ----------------
3 Taxation
Unaudited 6 months ended Unaudited 6 months ended
30 September 2018 30 September 2017
----------------------------- -----------------------------
Revenue Capital Total Revenue Capital Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Profit (loss) before taxation 719 2,621 3,440 618 (98) 520
-------------------------------------------------------- --------- --------- ------- --------- --------- -------
Profit before taxation multiplied by the standard small
company rate of corporation tax in
UK of 19.0% (2017: 19.0%) 137 498 635 117 (18) 99
Effect of:
UK dividends received (79) - (79) (45) - (45)
Non-taxable profits on investments - (628) (628) - (107) (107)
Excess expenses - 72 72 - 53 53
-------------------------------------------------------- --------- --------- ------- --------- --------- -------
Tax charge (credit) 58 (58) - 72 (72) -
-------------------------------------------------------- --------- --------- ------- --------- --------- -------
The Company has no provided, or unprovided, deferred tax liability in either period.
Deferred tax assets in respect of losses have not been recognised as the directors do not currently believe that it is probable that sufficient taxable profits will be available against which the assets can be recovered.
Due to the Company's status as a venture capital trust, and the continued intention to meet the conditions required to comply with Chapter 3 Part 6 of the Income Tax Act 2007, the Company has not provided deferred tax on any capital gains or losses arising on the revaluation or realisation of investments.
4 Dividends
Amounts recognised as distributions to equity holders in the period:
Unaudited Unaudited Audited
6 months ended 6 months ended Year ended
30 September 2018 30 September 2017 31 March 2018
---------------------------- ---------------------------- ----------------------------
Revenue Capital Total Revenue Capital Total Revenue Capital Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Interim dividend for the
year ended 31 March 2019
of 4.0p (2018: 5.75p) per
ordinary share 940 3,388 4,328 - 6,150 6,150 - 6,150 6,150
---------------------------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Shares allotted under DRIS (1,238) (1,746) (1,746)
Unclaimed dividends 48 6 7
---------------------------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Dividends paid in the
Statement of Cash Flows 3,138 4,410 4,411
---------------------------- -------- -------- -------- -------- -------- -------- -------- -------- --------
5 Basic and Diluted Earnings (Loss) per Ordinary Share and Changes in Share Capital
The basic and diluted earnings per ordinary share is based on the profit after tax attributable to equity shareholders of GBP3,340,000 (30 September 2017: GBP520,000) and 109,168,052 (30 September 2017: 108,626,142) ordinary shares being the weighted average number of ordinary shares in issue during the period.
The basic and diluted revenue earnings per ordinary share is based on the revenue profit attributable to equity shareholders of GBP661,000 (30 September 2017: GBP546,000) and 109,168,052 (30 September 2017: 108,626,142) ordinary shares being the weighted average number of ordinary shares in issue during the period.
The basic and diluted capital earnings (loss) per ordinary share is based on the capital profit (loss) attributable to equity shareholders of GBP2,679,000 (30 September 2017: loss of GBP26,000) and 109,168,052 (30 September 2017: 108,626,142) ordinary shares being the weighted average number of ordinary shares in issue during the period.
During the period the Company allotted 1,751,747 new ordinary shares in respect of its dividend re-investment scheme.
The Company has repurchased 1,589,025 of its own shares in the period and these shares are held in the capital reserve. The total of 6,814,043 treasury shares has been excluded in calculating the weighted average number of ordinary shares during the period.
The Company has no securities that would have a dilutive effect in any period. Consequently basic and diluted earnings per ordinary share are equivalent at 30 September 2018, 31 March 2018 and 30 September 2017.
6 Financial Assets at Fair Value through Profit or Loss
IFRS 13, in respect of financial instruments that are measured in the balance sheet at fair value, requires disclosure of fair value measurements by level within the following fair value measurement hierarchy:
-- Level 1: quoted prices in active markets for identical assets or liabilities. The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is defined as a market in which transactions for the asset or liability take 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 and comprise listed investment funds, AIM quoted investments and other fixed income securities classified as held at fair value through profit or loss.
-- Level 2: the fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available 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. The Company held no such instruments in the current or prior year.
-- Level 3: the fair value of financial instruments that are not traded in an active market (for example, investments in unquoted companies) is determined by using valuation techniques such as earnings or sales multiples. If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. The majority of the Company's investments fall into this category.
Each investment is reviewed at least quarterly to ensure that it has not ceased to meet the criteria of the level in which it was included at the beginning of each accounting period. There have been no transfers between these classifications in the period (2017: none).
The change in fair value for the current and previous year is recognised through profit or loss. All items held at fair value through profit or loss were designated as such upon initial recognition.
Valuation of Investments
Initial Measurement: Financial assets are initially measured at fair value. The best estimate of the initial fair value of a financial asset that is either quoted or not quoted in an active market is the transaction price (i.e. cost).
Subsequent Measurement: The International Private Equity and Venture Capital (IPEV) Valuation Guidelines ("the Guidelines") identify six of the most widely used valuation methodologies for unquoted investments. The Guidelines advocate that the best valuation methodologies are those that draw on external, objective market-based data in order to derive a fair value.
Full details of the methods used by the Company were set out on page 56 of the financial statements for the year ended 31 March 2018, a copy of which can be found at www.bscfunds.com. Where investments are in quoted stocks, fair value is set at the market price.
The primary methods used for valuing non-quoted investments, and the key assumptions relating to them are:
-- Price of recent investment, reviewed for changes in fair value: This represents the cost of the investment or the price at which a significant amount of new investment has been made by an independent third party adjusted, if necessary, for factors relevant to the background of the specific investment. The value of the investment is assessed for changes or events that would imply either a reduction or increase to its fair value through comparison of financial, technical and marketing milestones set at the time of investment. Where it is considered that the fair value no longer approximates to the cost of the recent investment an estimated adjustment to the cost, based on objective data, will be made to the investment's carrying value.
-- Earnings multiple: A multiple that is appropriate and reasonable, given the risk profile and earnings growth prospects of the underlying company, is applied to the maintainable earnings of that company. The multiple is adjusted to reflect any risk associated with lack of marketability and to take account of the differences between the investee company and the benchmark company or companies.
-- Sales multiples and industry valuation benchmarks: Where appropriate comparator companies can be identified, multiples of revenues may be used as a valuation benchmark.
Movements in investments at fair value through profit or loss during the six months to 30 September 2018 are summarised as follows:
IFRS 13 Level 3 Level 1 Total Quoted Level 1 Level 1 Total
measurement Unquoted Quoted and Unquoted Listed Fixed Income Investments
classification Investments Equity Investment Securities
Investments GBP000 Funds
GBP000
GBP000 GBP000 GBP000 GBP000
Opening cost 42,793 732 43,525 2,431 696 46,652
Opening
valuation gain 16,772 1,459 18,231 (95) 10 18,146
---------------- ------------- ------------- ------------- ------------- ------------- -------------------------
Opening fair
value at 1
April 2018 59,565 2,191 61,756 2,336 706 64,798
Additions at
cost 3,120 - 3,120 131 - 3,251
Disposal
proceeds (1,005) (240) (1,245) (131) (704) (2,080)
Net (loss) gain
on disposal (78) 54 (24) - (2) (26)
Change in fair
value 2,694 479 3,173 55 - 3,228
---------------- ------------- ------------- ------------- ------------- ------------- -------------------------
Closing fair
value at 30
September 2018 64,296 2,484 66,780 2,391 - 69,171
---------------- ------------- ------------- ------------- ------------- ------------- -------------------------
Closing cost 44,462 688 45,150 2,421 - 47,571
Closing
valuation gain 19,834 1,796 21,630 (30) - 21,600
---------------- ------------- ------------- ------------- ------------- ------------- -------------------------
Closing fair
value at 30
September 2018 64,296 2,484 66,780 2,391 - 69,171
---------------- ------------- ------------- ------------- ------------- ------------- -------------------------
The net loss on disposal in the table above is GBP26,000 whereas a gain of GBP79,000 is shown in the Statement of Comprehensive Income. The difference comprises the gain of GBP105,000 arising on deferred proceeds in respect of assets which have been disposed of and are not included within the investment portfolio at the period end.
Level 3 valuations include assumptions based on non-observable data, such as discounts applied either to reflect changes in fair value of financial assets held at the price of recent investment, or to adjust earnings multiples.
IFRS13 requires disclosure, by class of financial instruments, if the effect of changing one or more inputs to reasonably possible alternative assumptions would result in a significant change to fair value measurement. Each unquoted portfolio company has been reviewed and both downside and upside alternative assumptions have been identified and applied to the valuation of each of the unquoted investments. Applying the downside alternative the value of the unquoted investments would be GBP4,596,000 (7.1 per cent) lower. Using the upside alternative the value would be increased by GBP4,674,000 (7.3 per cent).
Of the Company's investments, 93 per cent are in unquoted companies held at fair value (31 March 2018: 92 per cent). The valuation methodology for these investments includes the application of externally produced sales multiples and FTSE(R) PE multiples. Therefore the value of the unquoted element of the portfolio is also indirectly affected by price movements on the listed market. Those using earnings and sales multiple methodologies include judgements regarding the level of discount applied to that multiple. A 10 per cent decrease in the discount applied would have increased the net assets attributable to the Company's shareholders and the total profit by GBP5,429,000 (6.4 per cent of net assets). An equal change in the opposite direction would have decreased net assets attributable to the Company's shareholders and the total profit by the same amount.
Of the Company's equity investments, 4 per cent are quoted on AIM (31 March 2018: 4 per cent) and 3 per cent (31 March 2018: 4 per cent) are investment funds listed on the main market of the London Stock Exchange (including FCA authorised and regulated UCITS funds). A 5 per cent increase in stock prices as at 30 September 2018 would have increased the net assets attributable to the Company's shareholders and the total profit for the period by GBP244,000 (31 March 2018: GBP226,000). An equal change in the opposite direction would have decreased the net assets attributable to the Company's shareholders and the total profit for the period by an equal amount.
There have been no individual fair value adjustments downwards during the period that exceeded 5 per cent of the total assets of the Company (31 March 2018: none).
The following disposals and loan repayments took place during the period (all companies are unquoted unless otherwise stated).
Net Cost Opening Gain (loss) Profit
proceeds carrying over (loss)
from sale value as at opening on
1 April 2018 carrying original
value cost
GBP000 GBP000 GBP000 GBP000 GBP000
Unquoted investments
ACC Aviation (via NewACC (2014) Limited) 922 922 922 - -
Harris Hill Limited 57 57 57 - -
Macro Art Holdings Limited 26 26 26 - -
PowerOasis Limited - 445 78 (78) (445)
Quoted investments
AB Dynamics plc 192 16 151 41 176
EKF Diagnostics plc 48 27 35 13 21
Total from disposals in the period 1,245 1,493 1,269 (24) (248)
-------------------------------------------- ----------- ------- -------------- ------------ ----------
Deferred consideration received:
Ness (Holdings) Limited - - 63 (63) -
Selima Holding Company Ltd 278 - 110 168 278
-------------------------------------------- ----------- ------- -------------- ------------ ----------
Total from quoted and unquoted investments 1,523 1,493 1,442 81 30
Fixed income securities 704 696 706 (2) 8
Listed investment funds 131 143 131 - (12) -------------------------------------------- ----------- ------- -------------- ------------ ---------- Total proceeds 2,358 2,332 2,279 79 26 -------------------------------------------- ----------- ------- -------------- ------------ ----------
The proceeds in the table above total GBP2,358,000, whereas the amounts shown for proceeds and deferred consideration in the Statement of Cash Flows total GBP3,310,000. The difference relates to the timing differences arising between the recognition of the deferred income and its receipt in cash.
7 Basic and Diluted Net Asset Value per Ordinary Share
The basic and diluted net asset value per ordinary share is calculated on attributable assets of GBP85,218,000 (30 September 2017 and 31 March 2018: GBP83,974,000 and GBP86,137,000 respectively) and 108,352,886 (30 September 2017 and 31 March 2018: 109,107,183 and 108,190,164 respectively) ordinary shares in issue at 30 September 2018.
The 6,814,043 (30 September 2017 and 31 March 2018: 4,307,999 and 5,225,018) treasury shares have been excluded in calculating the number of ordinary shares in issue at 30 September 2018.
The Company has no securities which would have a dilutive effect in any period. Consequently, basic and diluted net asset values are equivalent at 30 September 2018, 31 March 2018 and 30 September 2017.
8 Total Return
Total Return per share is calculated on cumulative dividends paid of 140.4 pence per ordinary share (30 September 2017 and 31 March 2018: 136.4 pence per ordinary share) plus the net asset value as calculated in note 7.
9 Directors
The directors of the Company are: Mrs H Sinclair, Mr CWER Buchan and Mr R Cook.
10 Post Balance Sheet Events
Subsequent to 30 September 2018 the Company has realised part of its quoted portfolio raising total proceeds of GBP375,000, in line with the value of the investments at 30 September 2018.
11 Other Information
Copies of the interim report can be obtained from the Company's registered office: 5th Floor, Valiant Building, 14 South Parade, Leeds, LS1 5QS or from www.bscfunds.com.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU No. 596/2014). Upon the publication of this announcement via Regulatory Information Service this inside information is now considered to be in the public domain.
For further information, please contact:
David Hall YFM Private Equity Limited Tel: 0113 244 1000
Jonathan Becher Panmure Gordon (UK) Limited Tel: 0207 886 2715
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
IR KMMZMZMGGRZM
(END) Dow Jones Newswires
November 21, 2018 08:00 ET (13:00 GMT)
1 Year British Smaller Companie... Chart |
1 Month British Smaller Companie... Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions
