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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Chelverton Growth Trust Plc | LSE:CGW | London | Ordinary Share | GB0002621349 | 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% | 26.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMCGW
RNS Number : 7680M
Chelverton Growth Trust PLC
01 May 2018
Chelverton Growth Trust PLC
LEI: 213800I86P8BAE6UVI83
Half Yearly Report
For the six months ended 28 February 2018
The Directors announce the unaudited Half Yearly Report for the period 1 September 2017 to 28 February 2018.
Investment objective and policy
The Company's objective is to provide capital growth through investment in companies listed on the Official List and traded on the Alternative Investment Market ("AIM") with a market capitalisation at the time of investment of up to GBP50 million, which the Manager believes to be at a "point of change". The Company will invest in unquoted investments where it is believed that there is a likelihood of the shares becoming listed or traded on AIM or the investee company being sold. Its investment objective is to increase the net asset value per share at a higher rate than other quoted smaller company trusts and the MCSI Small Cap UK Index.
It is the Company's policy not to invest in any listed investment companies (including listed investment trusts).
Investment strategy
Investments are selected for the portfolio only after extensive research which the Investment Manager believes to be key. The whole process through which equity must pass in order to be included in the portfolio is very rigorous. Only a security where the Investment Manager believes that the price will be significantly higher in the future will pass the selection process. The Investment Manager believes the key to successful stock selection is to identify the long-term value of a company's shares and to have the patience to hold the shares until that value is appreciated by other investors. Identifying long-term value involves detailed analysis of a company's earnings prospects over a five-year time horizon.
The Company's Investment Manager is Chelverton Asset Management Limited, an investment manager focusing exclusively on achieving returns for investors based on UK investment analysis of the highest quality. The founder and employee owners of Chelverton include experienced investment professionals with strong investment performance records who believe rigorous fundamental research allied to patience is the basis of long-term investment success.
Chairman's Report
Your Company has seen a decline in the net asset value per share for the first time in many years. In the first six months of the current year the net asset value per share fell from 85.63p to 80.82p, a decrease of 5.6%.
Over the same period, the AIM All-share index rose by 2.7% whilst the Company's comparative index, the MSCI Small Cap UK index rose by 1.1%. Over the same period the share price has increased marginally from 63p to 63.5p and the shares were therefore trading at a discount of some 21.4% at the period end.
Whilst the Brexit negotiations loom large in the UK political orbit, the reality is that there are many other areas of great concern in the World. These would include the proposed tariffs which might be introduced by the United States and any subsequent retaliatory actions by China and the European Union. The imminent curtailment and then ending of Quantitative Easing by the ECB is anticipated to cause severe problems in some European countries, particularly in Italy. The ongoing conflict in Syria and the actions of Russia around the World and of course close at home in the UK are causing great concern.
In the past six months the fund received a recommended cash offer of 13p per share for Lombard Risk Management which produced a very healthy profit. No other shares have been sold in any other companies during the period.
Part of these cash proceeds were used to re-acquire shares in Petards, taking the shareholding back to the level we had previously held. These purchases were however at much lower prices than the previous shares had been sold at. The company has just produced a very positive statement and the future prospects look good and the share price has started to recover strongly.
Touchstar raised GBP1m of new equity capital for its development and the fund took up its share of the issue. These funds will be used to increase and accelerate the marketing efforts of the company.
A large investment has been made in CEPS plc which, is a diversified holding company for a number of niche, cash generative businesses. The development of this business is such that once sufficient scale has been reached its growth will become self-funded and consequently equity issuance will then be limited, which with expected future profits growth should logically lead to gains in its share price.
Plutus Powergen and MTI Wireless Edge both made good progress with little change in their share prices. Holders of the fund will be aware that very often the companies that we invest in make strong advances on an operational basis and that this is only recognised in the share prices some time later.
A very modest investment of GBP72,000 was made via a small fundraising for Zenith Energy. This business has existing onshore oilfields in Azerbaijan and the funds will be used to enhance the output from existing wells. The recent increase in the oil price will of course produce a highly operationally geared result.
On the unquoted side Chelverton Asset Management, the manager of this fund, had a very good six months and has tendered to buy back shares from investors. The fund has tendered its holding of 2,000 shares in an oversubscribed tender at GBP160 per share after the period end.
An additional GBP100,000 was invested in Pedalling Forth to provide working capital to develop its own branded range.
The members' voluntary liquidation of Security Research took place on the sale of all but one of the subsidiary companies and 63p was received in cash. An additional small sum will be received at some point in the future.
Whilst Shareholders are aware that it is the Board's ongoing intention to return funds to Shareholders by way of annual tenders these can only be carried out in a meaningful and cost-effective manner when the fund has significant cash resources. At the present time, the Company is largely fully invested and therefore the ninth tender offer will be delayed until significant sums have been realised from one or more investments.
Looking to the second half of the year, and onwards, the economic and political agenda is going to be dominated by the daily reporting of the negotiations to leave the European Union. For investors in this fund, the state of the UK economy is in fact far more relevant. All of the "experts" believe that the UK economy will continue to grow steadily into the future and, as the European Union itself continues to exhibit signs of growth this will only go to help. The Board therefore feel that the portfolio will continue to make good progress.
In the future, the Board anticipates investing further sums in those companies in the portfolio that the Board feels are significantly undervalued.
Kevin Allen
Chairman
1 May 2018
Interim management report
The important events that have occurred during the period under review and the key factors influencing the financial statements are set out in the Chairman's Report. The Board considers that the principal risks and uncertainties facing the Company remain the same as those disclosed in the Annual Report for the year ended 31 August 2017 on pages 11 and 12 and pages 49 to 51. These risks include, but are not limited to, market risk, discount volatility risk, regulatory risk, financial risk and liquidity risk.
Responsibility statement
The Directors are responsible for preparing the unaudited Half Yearly Report in accordance with applicable law and regulations. The Directors confirm that to the best of their knowledge:
The condensed set of financial statements for the six months to 28 February 2018, has been prepared in accordance with FRS 104 "Interim Financial Reporting", gives a fair view of the assets, liabilities, financial position and (loss)/profit of the Company; and
this Half Yearly Report includes a fair review of the information required by;
rule 4.2.7R of the Disclosure and Transparency Rules being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
rule 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Company during that period; and any changes in the related party transactions described in the last Annual Report that could do so.
This Half Yearly Report was approved by the Board of Directors on 1 May 2018 and the above responsibility statement was signed on its behalf by Kevin Allen, Chairman.
Portfolio review
as at 28 February 2018
The Company's portfolio is set out below.
Investment Sector Valuation % of GBP'000 total portfolio AIM traded CEPS Support Services 1,292 33.1 Trading holding company for a number of companies supplying services and products Technology Hardware & MTI Wireless Edge Equipment 219 5.6 Developer and manufacturer of sophisticated antennas and antenna systems Petards Group Support Services 460 11.8 Development, provision and maintenance of advance security systems and related services Plutus Powergen Flexible Energy Supply 583 15.0 Providers of management infrastructure and expertise to operate power plants and
provide flexible electricity generation Technology Hardware & Touchstar Equipment 508 13.0 Software systems for warehousing and distribution Universe Group Support Services 41 1.1 Provision of credit fraud prevention, loyalty and retail systems Fully listed Zenith Energy Oil & Gas Producers 66 1.7 International energy production and exploration company Nasdaq Traded One Horizon Group Support Services 22 0.6 Provider of mobile satellite communications equipment and airtime Unquoted Airways Engineering Support Services Ordinary B Shares - - Loan Stock - - Commercial aviation maintenance Anaxsys Technology Healthcare Equipment & Services - - A medical device company for patient monitoring and screening Chelverton Asset Management Holdings Support Services 320 8.2 Investment management, including providing services to Chelverton Growth Trust Plc La Salle Education Support Services - - A UK based company dedicated to improving mathematics education. Main Dental Support Services Ordinary B Shares 138 3.5 Loan Stock - - Operator of dental surgeries Pedaling Forth General Retailers 250 6.4 Internet retailer of cycling clothing for women Security Research Support Services Group 1 - Leading provider of Local Authority residential property searches; provision of packaging solutions Portfolio valuation 3,900 100.0 ---------- ----------
Portfolio holdings
28 February 31 August 2017 2018 Valuation % of Valuation % of total total Investment GBP'000 portfolio GBP'000 portfolio CEPS 1,292 33.1 1,292 30.7 Plutus Powergen 583 15.0 700 16.6 Touchstar 508 13.0 621 14.7 Petards Group 460 11.8 434 10.3 Chelverton Asset Management Holdings 320 8.2 200 4.7 Pedalling Forth 250 6.4 150 3.6 MTI Wireless Edge 219 5.6 210 5.0 Main Dental Partners 138 3.5 138 3.3 Zenith Energy 66 1.7 - - Universe Group 41 1.1 61 1.4 One Horizon Group 22 0.6 22 0.5 Security Research Group* 1 - 62 1.5 Anaxsys Technology - - - - Airways Engineering - - - - La Salle Education - - - - Lombard Risk Management** - - 323 7.7 Total 3,900 100.0 4,213 100.0 ---------- ---------- ---------- ---------- * Return of capital during the period ** Sold during the period
Portfolio breakdown by sector and by index
Sector distribution % of total Support Services 58.3 Technology Hardware & Equipment 18.6 Flexible Energy Supply 15.0 General Retailers 6.4 Oil & Gas Producers 1.7 Index distribution % of total AIM 79.6 Unquoted 18.1 Fully listed 1.7 Nasdaq 0.6
Income statement (unaudited) for the six months to 28 February 2018
Six months to Year to Six months to 28 February 2018 31 August 2017 28 February 2017 Revenue Capital Total Revenue Capital Total Revenue Capital Total GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 (Losses)gains on investments at fair value (note 4) - (228) (228) - 1,086 1,086 - 630 630 Income (note 2) - - - 5 574 579 1 250 251 Investment management fee (6) (17) (23) (12) (38) (50) (6) (18) (24) Other expenses (70) (1) (71) (129) (13) (142) (64) (4) (68) --------- --------- --------- --------- -------- -------- --------- -------- -------- Net return on ordinary activities before taxation (76) (246) (322) (136) 1,609 1,473 (69) 858 789 Taxation on ordinary activities - - - - - - - - - --------- --------- --------- --------- -------- -------- --------- -------- -------- Net return on ordinary activities after taxation (76) (246) (322) (136) 1,609 1,473 (69) 858 789 --------- --------- --------- --------- -------- -------- --------- -------- -------- Revenue Capital Total Revenue Capital Total Revenue Capital Total pence pence pence pence pence pence pence pence pence Return per Ordinary share* (1.34) (4.34) (5.68) (2.13) 25.23 23.10 (1.08) 13.45 12.37
The total column of this statement is the profit and loss account of the Company prepared in accordance with Financial Reporting Standards ("FRS"). The supplementary revenue return and capital return columns are prepared in accordance with the Statement of Recommended Practice issued in November 2014 and updated in February 2018 with consequential amendments by the Association of Investment Companies ("AIC SORP").
All revenue and capital items in the above statement derive from continuing operations.
A separate Statement of Other Comprehensive Income has not been prepared as all such gains and losses are included in the Income Statement.
The revenue column of the Income Statement includes all income and expenses. The capital column accounts for the realised and unrealised profit or loss on investments and 75% of the management fee and finance costs charged to capital.
* The return per Ordinary share is based on 5,667,890 (31 August 2017: 6,377,088; 28 February 2017: 6,377,088) shares, being the weighted average number of shares in issue during the period.
Statement of changes in equity (unaudited)
for the six months to 28 February 2018
Called Capital up share Special Capital redemption Revenue capital reserve* reserve reserve reserve Total GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Six months to 28 February 2018 1 September 2017 64 1,506 3,145 125 620 5,460 Cost of shares purchased for cancellation under tender offer (7) (606) - 7 - (606) Cost of shares bought back for cancellation (2) (119) - 2 - (119) Net return after taxation for the period - - (246) - (76) (322) ---------- ----------- ---------- ------------ ---------- ----------- 28 February 2018 55 781 2,899 134 544 4,413 ---------- ----------- ---------- ------------ ---------- ----------- Year to 31 August 2017 1 September 2016 64 1,506 1,536 125 756 3,987 Net return after taxation for the year - - 1,609 - (136) 1,473 ---------- ----------- ---------- ------------ ---------- ----------- 31 August 2017 64 1,506 3,145 125 620 5,460 ---------- ----------- ---------- ------------ ---------- ----------- Six months to 28 February 2017
1 September 2016 64 1,506 1,536 125 756 3,987 Net return after taxation for the period - - 858 - (69) 789 ---------- ----------- ---------- ------------ ---------- ----------- 28 February 2017 64 1,506 2,394 125 687 4,776 ---------- ----------- ---------- ------------ ---------- ----------- *The special reserve was created by the cancellation of the share premium account by order of the High Court on 20 January 2016. The special reserve can be used for the purchase of the Company's Ordinary shares.
On 4 October 2017, the Company purchased 749,765 Ordinary shares as part of a tender offer for a total consideration of GBP606,000 including tender offer costs.
On 26 October 2017, the Company purchased 73,969 Ordinary shares and on 9 November 2017 a further 93,053 Ordinary shares for cancellation for a total consideration of GBP119,000.
Statement of financial position (unaudited)
as at 28 February 2018
As at 28 As at 31 As at 28 February August February 2018 2017 2017 GBP'000 GBP'000 GBP'000 Fixed assets Investments at fair value (note 4) 3,900 4,213 4,596 Current assets Debtors 3 683 353 Cash at bank 538 847 103 -------------------------- -------------------------- -------------------------- 541 1,530 456 -------------------------- -------------------------- -------------------------- Creditors - amounts falling due within one year Creditors (28) (33) (26) Short-term loans (note 5) - (250) (250) -------------------------- -------------------------- -------------------------- (28) (283) (276) -------------------------- -------------------------- -------------------------- Net current assets 513 1,247 180 -------------------------- -------------------------- -------------------------- Net assets 4,413 5,460 4,776 -------------------------- -------------------------- -------------------------- Share capital and reserves Called up share capital 55 64 64 Special reserve 781 1,506 1,506 Capital reserve 2,899 3,145 2,394 Capital redemption reserve 134 125 125 Revenue reserve 544 620 687 -------------------------- -------------------------- -------------------------- Equity shareholders' funds 4,413 5,460 4,776 -------------------------- -------------------------- -------------------------- Net asset value per Ordinary share (note 6) 80.82p 85.63p 74.89p -------------------------- -------------------------- --------------------------
Statement of cash flows (unaudited)
for the six months to 28 February 2018
Six months Year to Six months to 31 to 28 February August 28 February 2018 2017 2017 GBP'000 GBP'000 GBP'000 Cash flows from operating activities Net return on ordinary activities (322) 1,473 789 Adjustment for: Net capital return 246 (1,609) (858) Income credited to capital - 574 250 Expenses charged to capital (18) (51) (22) Interest paid 3 11 5 Decrease in creditors (11) (22) (29) Decrease/(increase) in debtors 680 (577) (247) Cash from/(used in) operations 578 (201) (112) --------------- ------------- --------------- Cash flows from investing activities Purchase of investments (486) (535) (444) Sales of investments 571 1,333 403 --------------- ------------- --------------- Net cash from/(used in) investing activities 85 798 (41) --------------- ------------- --------------- Cash flows from financing activities Cost of shares purchased - for cancellation under tender (600) - offer Cost of shares purchased (119) - for cancellation - Capital repayment of loans (250) - - Interest paid (3) (11) (5) --------------- ------------- --------------- Net cash used in financing activities (972) (11) (5) --------------- ------------- --------------- Net (decrease)/increase in cash (309) 586 (158) --------------- ------------- --------------- Cash at the beginning of the period 847 261 261 --------------- ------------- --------------- Cash at the end of the period 538 847 103 --------------- ------------- ---------------
1 Accounting Policies
Statement of compliance
The Company's Financial Statements for the period ended 28 February 2018 have been prepared under UK Generally Accepted Accounting Practice (UK GAAP) and the 2014 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 ('the SORP') issued by the Association of Investment Companies.
The financial statements have been prepared in accordance with the accounting policies set out in the statutory accounts for the year ended 31 August 2017.
Financial information
The financial information contained in this report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The financial information for the period ended 28 February 2018 and 28 February 2017 have not been audited or reviewed by the Company's Auditor pursuant to the Auditing Practices Board guidance on such reviews. The information for the year to 31 August 2017 has been extracted from the latest published Annual Report and Financial Statements, which have been lodged with the Registrar of Companies, contained an unqualified auditors' report and did not contain a statement required under Section 498 (2) or (3) of the Companies Act 2006.
Going concern
The Company's assets consist mainly of equity shares in companies which, in most circumstances are realisable within a short timescale. The Directors believe that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the accounts.
2 Income
Six months Year to Six months to to 28 February 31 August 28 February 2018 2017 2017 GBP'000 GBP'000 GBP'000 Income from investments Income from LLP investments - 574 250 UK net dividend income - 5 1 Total income - 579 251 ------------- --------------- -----------------
3 Taxation
The tax charge for the six months to 28 February 2018 is nil (year to 31 August 2017: nil; six months to 28 February 2017: nil).
The Company has an effective tax rate of 0% for the year ending 31 August 2018. The estimated effective tax rate is 0% as investment gains are exempt from tax owing to the Company's status as an Investment Trust and there is expected to be an excess of management expenses over taxable income.
4 Investments
28 31 August 28 February February Fully AIM 2018 2017 2017 Listed quoted Unquoted NASDAQ Total Total Total GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Opening book cost - 3,500 1,287 166 4,953 4,933 4,933 Opening investment holding gains/(losses) - 141 (737) (144) (740) (1,008) (1,008) ------------ ------------ -------------- ------------ ---------------- --------------- ---------------- - 3,641 550 22 4,213 3,925 3,925 Movements in the period: Purchases at cost 72 314 100 - 486 535 444 Sales proceeds - (505) (66) - (571) (1,333) (403) Gains on sales - 142 14 - 156 818 213 Movement in investment holding gains/(losses) (6) (489) 111 - (384) 268 417 ------------ Closing valuation 66 3,103 709 22 3,900 4,213 4,596 ------------ ------------ -------------- ------------ ---------------- --------------- ---------------- Closing book cost 72 3,451 1,335 166 5,024 4,953 5,187 Closing investment holding losses (6) (348) (626) (144) (1,124) (740) (591) ------------ ------------ -------------- ------------ ---------------- --------------- ---------------- Closing valuation 66 3,103 709 22 3,900 4,213 4,596 ------------ ------------ -------------- ------------ ---------------- --------------- ---------------- Analysis of capital gains and losses Realised gains on sales - 142 14 - 156 818 213 Movement in fair value of investments (6) (489) 111 - (384) 268 417 ------------ ------------ -------------- ------------ ---------------- --------------- ---------------- (6) (347) 125 - (228) 1,086 630 ------------ ------------ -------------- ------------ ---------------- --------------- ----------------
Fair value hierarchy
In accordance with FRS 102 and FRS 104 the Company must disclose the fair value hierarchy of financial instruments.
The fair value hierarchy consists of the following three classifications:
Level 1 - Valued using quoted prices in active markets for identical assets or liabilities. This is usually the bid price.
Level 2 - Valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1.
Level 3 - Valued by reference to valuation techniques using inputs that are not based on observable market data.
Details of the Company's financial instruments are shown in the Portfolio Review including financial instruments which fall into Level 3 shown under the section heading "Unquoted". A summary reconciliation of the fair value movements of Level 3 investments is shown in the table above.
Financial assets at fair value through profit or loss;
Level 1 Level 2 Level 3 Total GBP'000 GBP'000 GBP'000 GBP'000 At 28 February 2018 Equity investments 3,191 - 709 3,900 Total 3,191 - 709 3,900 -------- -------- -------- -------- At 31 August 2017 Equity investments 3,663 - 550 4,213 Total 3,663 - 550 4,213 -------- -------- -------- -------- At 28 February 2017 Equity investments 3,195 - 1,401 4,596 Total 3,195 - 1,401 4,596 -------- -------- -------- --------
5 Short term loans
On 17 June 2016 the Company entered in to a GBP250,000 loan agreement with Jarvis Investment Management Limited. Interest was payable monthly in arrears at the rate of 4.5% above the Bank of England base rate.
The loan was repaid in full on 25 October 2017. As at the date of this report there are no borrowings outstanding.
6 Net asset value
The basic net asset value per Ordinary share is based on net assets of GBP4,413,000 (31 August 2017: GBP5,460,000; 28 February 2017: GBP4,776,000) and on 5,460,301 Ordinary shares (31 August 2017: 6,377,088; 28 February 2017: 6,377,088) being the number of Ordinary shares in issue at the period end. No shares are held in Treasury.
7 Related party transactions
Under the terms of the agreement dated 28 June 2001, the Company has appointed Chelverton Asset Management Limited to be the Investment Manager. Mr Horner, a Director of the Company, is also a director of Chelverton Asset Management Limited and chairman of CEPS PLC, in which the Company holds an investment as set out above. Mr Martin is the Chairman of Touchstar in which the Company holds an investment as set out above.
At 28 February 2018 there was GBP3,700 (31 August 2017: GBP4,800; 28 February 2017: GBP4,200) payable to the Investment Manager.
The three Directors also have individual holdings in Chelverton Asset Management Holdings, a company which has Mr Horner as a director and which the Company also has a direct holding. The Directors' holdings are detailed below.
Percentage Percentage of Loan stock of Ordinary shares Ordinary shares held Loan stock held held held GBP'000 % GBP'000 % K J Allen - - 1 1 D A Horner 1,000 93 56 56 I P Martin - - 2 2 Directors and Advisers Directors Auditors Kevin Allen (Chairman) Hazlewoods LLP David Horner Windsor House Ian Martin Bayshill Road Cheltenham Investment Manager GL50 3AT Chelverton Asset Management Limited 11 Laura Place Custodians Bath Jarvis Investment Management Limited BA2 4BL 78 Mount Ephraim Tel: 01225 483 030 Royal Tunbridge Wells TN4 8BS Secretary and Registered Office Tel: 01892 510 515 ISCA Administration Services Limited Suite 8, Bridge House Bankers Courtenay Street HSBC Newton Abbot 46 Market Street TQ12 2QS Falmouth Tel: 01392 487 056 TR11 3AA Email: cgw@iscaadmin.co.uk Registrar and Transfer Office Share Registrars Limited The Courtyard 17 West Street Farnham GU9 7DR Tel: 01252 821 390 www.shareregistrars.uk.com
Information about the Company can be obtained at the Investment Manager's website at www.chelvertonam.com. Neither the contents of the manager's website nor the contents of any website accessible from hyperlinks on this announcement (or any other website incorporated into, or forms part of this announcement.
An investment company as defined under Section 833 of the Companies Act 2006.
REGISTERED IN ENGLAND No 2989519
This information is provided by RNS
The company news service from the London Stock Exchange
END
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