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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Core Vct V | LSE:CR5 | London | Ordinary Share | GB00B1GJY496 | ORD 0.01P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 45.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMCR5 Core VCT V PLC From: Core VCT V PLC Date: 14 March 2014 Yearly Financial Report for the year ended 31 December 2013 Performance Summary Ordinary Shares 31 December 2013 31 December 2012 Net asset value per share 52.03 pence 49.51 pence Total return to date per share(1) 69.53 pence 67.01 pence Share price (mid-market) 23.00 pence 20.50 pence Cumulative dividends per share since inception 17.50 pence 17.50 pence Ongoing charges ratio(2) 2.42 % 2.28 % Total return per share comprises closing net asset 1. value per share plus cumulative dividends per share paid to date. Ongoing charges ratio is calculated by taking the 1. operating costs of the Group (excluding trail commission, third party transaction costs and costs associated with corporate transactions) divided by the average NAV for the year. Chairman's Statement The Net Asset Value ("NAV") Total Return of the Ordinary Shares was 69.53p as at 31 December 2013, comprising a NAV of 52.03p and cumulative dividends paid of 17.5p per Ordinary Share. This is an increase from the NAV Total Return to 31 December 2012 of 3.8% (and an increase of 10.1% since 30 June 2013). A net profit of GBP278,227 (an increase of 2.52p per share) was recorded in the Statement of Comprehensive Income for the year ended 31 December 2013 (2012: net loss of GBP1,282,489). The increase of 2.52p per Ordinary Share is accounted for by:- -- An additional 2.08p per Ordinary Share due to an increase in the value of the unquoted portfolio; and -- Add 0.44p per Ordinary Share income generated during the year. Investments Core Capital I LP ("CCILP") CCILP is the vehicle for the major part of the portfolio and allowed the Manager to attract additional capital for expansion from outside investors in 2011 During the year a further GBP6.8 million was drawn down from the other institutional investors. The main recipient of these funds were Ark Home Healthcare Limited (GBP2.7 million), Colway Limited (GBP1.7 million) and SPL Services Limited (GBP1.6 million). As at 31 December 2013, GBP1.7 million remains to be called (net of General Partner Fee). During the year, the valuation of the Company's interest increased by an amount equivalent to 2.74p per Ordinary Share or 13%. Investments directly held by Core VCT V plc The investments directly held by the Company being Allied International Holdings Limited, Camwatch Limited and Momentous Moving Holdings Ltd decreased by 0.67p per share during the year. Allied International Holdings Limited ("Allied") an investment directly held by Core VCT plc, required further funding to progress with its turnaround plan. Both Core VCT V plc and Core VCT IV plc did not participate in the further funding due to their cash constraints and GBP700,000 was injected by Core VCT plc during the year, by way of a loan to provide preference on the capital. As a result of further senior management changes made during the year, this investment has stabilised and should start to improve during 2014. The Manager's Review provides an update on all the investments held in the Company including those held in CCILP. Dividends In order to meet the VCT tests for the year to 31 December 2013, your Board is recommending a final revenue dividend of 0.5p per share to be paid on 8 May 2014 to shareholders on the register on 28 March 2014. As I have reported in the past, significant dividends will only be paid to shareholders following a successful exit of investments within the portfolio, when we plan to distribute all of the realised proceeds available, subject to working capital and VCT requirements. Alternative Investment Fund Managers' Directive ("AIFMD") The AIFMD is European legislation which creates a framework for regulating managers of alternative investment funds ("AIFs") that are managed and/or marketed in the European Economic Area. Closed-end investment companies fall within the remit of these new regulations. The legislation came into force in July 2013 but there is a twelve month transitional period which means that the Company has until July 2014 to comply. The Board has reviewed the impact of the Directive and concluded that the Manager does not need to apply the AIFMD regulatory framework to the Company, as the Company meets the criteria of a "grandfathered AIF." Management Arrangements Core Capital LLP formed a new partnership called Core Capital Partners LLP, in order to comply with the AIFMD regulatory requirements. On 6 January 2014, the Board terminated the existing management deed and appointed Core Capital Partners LLP as the Manager of the Company on substantially similar terms. Share Price and Share Buy Backs We would remind shareholders that we view the NAV Total Return, rather than the share price, as the preferred measure of performance, as it encompasses the value of the current portfolio and the amount of cash distributed to shareholders over the life of their investment. We are pleased that the underlying portfolio performance that we expected at the interim stage has started to come through and NAV Total return was up 3.8% over the year and 10.1% since the half year. We are conscious that the mid price of the shares continues to be at a significant discount to the NAV (55.8% as at 31 December 2013). Whilst the Company has the ability to buy back its own shares, the Board's view is that any cash realised from a disposal of investments should be returned to all shareholders by way of distribution. The Ordinary Shares (CR5) are fully listed shares. Prices are available on www.londonstockexchange.com. Annual General Meeting We have taken shareholders' views on board and this year the Company will hold a joint AGM with both Core VCT plc and Core VCT IV plc. The Company's Annual General Meeting will be held at 11.00 am on 1 May 2014 at 19 Cavendish Square, London, W1A 2AW. This is a good opportunity for shareholders to meet the Directors and the Manager and I would encourage you to attend. Outlook There has been a period of substantial change in the investment portfolio, especially in those investments held in CCILP, in particular the implementation of new funding, operational and management regimes. This is now starting to show in maintainable EBITDA growth in our largest investments, particularly Kelway Holdings Limited and Abriand Limited. The UK is beginning to show some improving liquidity conditions for both transactions and exit activity as well as for alternate debt. The Manager has successfully completed the debt refinancing for Abriand Limited. The Board and Manager remain focused on achieving further operating improvements, so as to seek realisations for our shareholders. We look forward to reporting on the progress of achieving our realisations in the future. Greg Aldridge Chairman 14 March 2014 Principal Risks and Uncertainties The Company's assets consist mainly of unquoted investments. These investments are not publicly traded and there is not a liquid market for them, and therefore these investments may be difficult to realise. More detailed explanation of these risks and the way which they are managed are contained in note 2. Other risks faced by the Company include the following: -- Economic risk - events such as economic recession, movements in interest rates and the availability of debt finance could affect the valuation of small companies. -- Loss of approval as a Venture Capital Trust - the Company must comply with Section 274 of the Income Tax Act 2007 which allows it to be exempt from capital gains tax on investment gains. Any breach of these rules may lead to the Company losing its approval as a VCT. -- Investment and strategic - incorrect strategy, asset allocation, and stock selection could all lead to poor returns for shareholders. The underlying investments may also need significant funding which is not in accordance with VCT legislation. -- Regulatory - breach of regulatory rules could lead to the suspension of the Company's Stock Exchange Listing, financial penalties or a qualified audit report. -- Operational - Failure of the Manager's accounting systems or disruption to the Manager's business could lead to an inability to provide accurate reporting and monitoring, leading to a loss of shareholders' confidence. -- Financial - inadequate controls by the Manager could lead to misappropriation of assets. Inappropriate accounting policies may lead to misreporting or breaches of regulations. The Board seeks to mitigate and manage these risks through continual review, policy setting, shareholder communication and enforcement of contractual obligations and monitoring progress and compliance. Statement of Directors' Responsibilities in Respect of the Annual Financial Report The Directors are responsible for preparing the Annual Report and the Group and Company financial statements in accordance with applicable United Kingdom law and those International Financial Reporting Standards ("IFRS") as adopted by the European Union. Under company law the Directors must not approve the Group and Company financial statements unless they are satisfied that they present fairly the financial position, the financial performance and cash flows of the Group and Company for that period. In preparing the Group and Company financial statements the Directors are required to: -- select suitable accounting policies in accordance with IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors and then apply them consistently; -- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; -- provide additional disclosure when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Group's and the Company's financial position and financial performance; -- state that the Group and Company have complied with IFRS, subject to any material departures disclosed and explained in the financial statements; and -- make judgements and estimates that are reasonable and prudent. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the transactions of the Group and the Company and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the Group and Company financial statements comply with the Companies Act 2006 and Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Under applicable law and regulations, the Directors are responsible for preparing a Strategic Report, a Directors' report, a Directors' Remuneration Report and a Corporate Governance Statement. We confirm to the best of our knowledge: -- the financial statements, prepared in accordance with IFRS as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the Company; and -- the Report of the Directors includes a fair review of the development and performance of the business and the position of the Group and Company together with a description of the principal risks and uncertainties that they face. For and on behalf of the Board: Greg Aldridge Chairman 14 March 2014 Audited Consolidated Statement of Comprehensive Income for the year ended 31 December 2013 Revenue Capital Total Return Return Notes GBP GBP GBP Income Investment income 175,455 - 175,455 Other income 1,083 - 1,083 Gains on investments held at fair value - 229,573 229,573 Total Income 176,538 229,573 406,111 Expenditure Other expenses (127,884) - (127,884) Total expenditure (127,884) - (127,884) Profit before taxation 48,654 229,573 278,227 Taxation - - - Profit for year/total comprehensive income 3 48,654 229,573 278,227 Return per Ordinary Share: 3 0.44p 2.08p 2.52p Audited Group Statement of Comprehensive Income for the year ended 31 December 2012 Revenue Capital Total Return Return Notes GBP GBP GBP Income Investment income 159,949 - 159,949 Other income 334 - 334 Losses on investments held at fair value - (1,287,667) (1,287,667) Total Income 160,283 (1,287,667) (1,127,384) Expenditure Other expenses (155,105) - (155,105) Total expenditure (155,105) - (155,105) Profit/(loss) before taxation 5,178 (1,287,667) (1,282,489) Taxation - - - Profit/(loss) for year/total comprehensive loss 3 5,178 (1,287,667) (1,282,489) Return per ordinary share: 3 0.05p (11.68)p (11.63)p Audited Consolidated and Company Balance Sheets as at 31 December 2013 Group Company Group Company 2013 2013 2012 2012 Notes GBP GBP GBP GBP Non-current assets Investments at fair value through profit or loss 5,267,184 5,267,184 5,038,235 5,038,235 Subsidiary undertaking - 1,000 - 1,000 5,267,184 5,268,184 5,038,235 5,039,235 Current assets Other receivables 47,890 47,890 44,382 44,382 Cash 469,858 468,858 427,255 426,255 517,748 516,748 471,637 470,637 Current liabilities Other payables (48,607) (48,607) (51,774) (51,774) Net current assets 469,141 468,141 419,863 418,863 Net assets 5,736,325 5,736,325 5,458,098 5,458,098 Equity Called-up Ordinary Share capital 1,102 1,102 1,102 1,102 Capital reserve (3,085,632) (3,085,632) (3,315,205) (3,315,205) Special distributable reserve 8,751,749 8,751,749 8,751,749 8,751,749 Revenue reserve 69,106 69,106 20,452 20,452 Shareholders' funds 4 5,736,325 5,736,325 5,458,098 5,458,098 Net asset value per 4 52.03p 52.03p 49.51p 49.51p 0.01p Ordinary Share Audited Consolidated and Company Statements of Changes in Equity for the year ended 31 December 2013 Called up Ordinary Special Share Capital Distributable Revenue Capital Reserve Reserve Reserve Total GBP GBP GBP GBP GBP Group For the year ended 31 Dec 2013 Net assets at 1 January 2013 1,102 (3,315,205) 8,751,749 20,452 5,458,098 Profit for the year/total comprehensive income - 229,573 - 48,654 278,227 Net assets at 31 December 2013 1,102 (3,085,632) 8,751,749 69,106 5,736,325 Group For the year ended 31 Dec 2012 Net assets at 1 January 2012 1,102 (2,027,538) 8,751,749 15,274 6,740,587 (Loss)/profit for the year/total comprehensive loss - (1,287,667) - 5,178 (1,282,489) Net assets at 31 December 2012 1,102 (3,315,205) 8,751,749 20,452 5,458,098 Company For the year ended 31 Dec 2013 Net assets at 1 January 2013 1,102 (3,315,205) 8,751,749 20,452 5,458,098 Profit for the year/total comprehensive income - 229,573 - 48,654 278,227 Net assets at 31 December 2013 1,102 (3,085,632) 8,751,749 69,106 5,736,325 Company For the year ended 31 Dec 2012 Net assets at 1 January 2012 1,102 (2,027,538) 8,751,749 15,274 6,740,587 Loss/(profit) for the year/total comprehensive loss - (1,287,667) - 5,178 (1,282,489) Net assets at 31 December 2012 1,102 (3,315,205) 8,751,749 20,452 5,458,098 Audited Consolidated and Company Cash Flow Statements for the year ended 31 December 2013 Group Company Group Company 2013 2013 2012 2012 GBP GBP GBP GBP Net cash inflow/(outflow) from operating activities 42,603 42,603 (34,764) (34,764) Financing activities Equity dividends paid - - - - Net cash outflow from financing activities - - - - Net decrease in cash and cash equivalents 42,603 42,603 (34,764) (34,764) Cash and cash equivalent at beginning of period 427,255 426,255 462,019 461,019 Cash and cash equivalents at the end of period 469,858 468,858 427,255 426,255 Reconciliation of profit/(loss) before taxation to net cash inflow/(outflow) from operating activities Profit/(loss) before taxation 278,227 278,227 (1,282,489) (1,282,489) (Profit)/loss on investments (229,573) (229,573) 1,287,667 1,287,667 Purchases of investments - - - - Sales of investments - - - - Increase in accrued income and prepayments (3,508) (3,508) (2,070) (2,070) Decrease in other payables (2,543) (2,543) (37,872) (37,872) Net cash inflow/(outflow) from operating activities 42,603 42,603 (34,764) (34,764) Notes: 1. The financial statements of the Company and the Group have been prepared in accordance with the Companies Act 2006 and International Financial Reporting Standards ('IFRS') as adopted by the European Union. The financial statements have been prepared on a going concern basis. Where presentational guidance set out in 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 is consistent with the requirements of IFRS, the Directors have sought to prepare the financial statements on a basis compliant with the recommendations of the SORP. The financial information for the year ended 31 December 2013 included in this report has been taken from the Company's full accounts. The functional currency of the Group is UK pounds sterling as this is the currency of the primary economic environment in which the Group operates. Accordingly, the financial statements have been prepared in UK pounds sterling. There have been no significant changes to the accounting policies during the year 31 December 2013. 2. Financial Instruments The Group's financial instruments in the year comprised equity and fixed and floating interest rate securities that are held in accordance with the Company's investment objective and cash, liquid resources and short term debtors and creditors that arise directly from the Company's operations. The main risks arising from the Group's financial instruments are due to fluctuations in market prices (market price risk), credit risk and interest rate risk, although liquidity risk and currency risk are also discussed below. The Board regularly reviews and agrees policies for managing each of these risks and these are summarised below. These have been in place throughout the current and preceding periods. Market Price Risk Market price risk arises from uncertainty about the future prices of financial instruments held in accordance with the Company's investment objective. It represents the potential gain or loss that the Company might benefit or suffer from through holding market positions in the face of market movements. The investments in equity and fixed interest stocks of unquoted companies that the Group holds are not traded and as such the prices are more uncertain than those of more widely traded securities. As, in a number of cases, the unquoted investments are valued by reference to price earnings ratios prevailing in quoted comparable sectors, their valuations are exposed to changes in the price earnings ratios that exist in the quoted markets. The Board's strategy in managing the market price risk inherent in the Group's portfolio of equities and loan stock investments is determined by the requirement to meet the Company's investment objective. As part of the investment process, the Board seeks to maintain an appropriate spread of market risk, and has full and timely access to relevant information from the Investment Manager. No single investment is permitted to exceed 15% of total VCT value of investment assets at the point of investment. The Board meets regularly and reviews the investment performance and financial results, as well as compliance with the Company's objectives. Credit Risk Credit risk is the risk that a counterparty will fail to discharge an obligation or commitment that it has entered into with the Group. The carrying amounts of financial assets best represents the maximum credit risk exposure at the balance sheet date. The Group has an exposure to credit risk in respect of the loan stock investments it has made in investee companies, most of which have no security attached to them, and where they do, such security ranks beneath any bank debt that an investee company may owe. All of the accrued income is due within 1 month of the year end. There could also be a failure by counterparties to deliver securities which the Group has paid for, or not pay for securities which the Group has delivered. This risk is considered to be small as most of the Group's investment transactions are in unquoted investments, where investments are conducted through solicitors, to ensure that payment matches delivery. Interest Rate Risk The Group's fixed and floating interest rate securities, its equity investments and net revenue may be affected by interest rate movements. Investments are often in relatively small businesses, which are relatively high risk investments sensitive to interest rate fluctuations. The Group's assets include fixed and floating rate interest instruments. The rate of interest earned is regularly reviewed by the Board, as part of the risk management processes applied to these instruments, already disclosed under market price risk. Liquidity Risk The investment in equity and fixed interest stocks of unquoted companies that the Group holds are not traded. They are not readily realisable. The ability of the Group to realise the investments at their carrying value may at times not be possible if there are no willing purchasers. The Group's ability to sell investments may also be constrained by the requirements set down by the VCTs. The maturity profile of the Group's loan stock investments disclosed within the consideration of credit risk indicates that a majority of these assets will be readily realisable within the next 3 years from the year end. All creditors and accruals are due within one year and are comfortably covered by cash held and short term debtors. Currency Risk All assets and liabilities are denominated in sterling and therefore there is no currency risk. 3. Return per Ordinary share Year ended Year ended 31 Dec 2013 31 Dec 2012 GBP GBP i. Basic return from ordinary activities after taxation 278,227 (1,282,489) Basic return per share 2.52p (11.63)p Net revenue return from ordinary activities after ii. taxation 48,654 5,178 Revenue return per share 0.44p 0.05p Net capital return from ordinary activities after iii. taxation 229,573 (1,287,667) Capital return per share 2.08p (11.68)p Weighted average number of ordinary shares in issue iv. in the year 11,024,969 11,024,969 4. Net asset value Net asset value per Ordinary Share is based on the net assets at the end of the year of GBP5,736,325 (2012: GBP5,458,098), and on 11,024,969 Ordinary Shares (2012: same), being the number of Ordinary Shares in issue on that date. 5. The proposed final revenue dividend of 0.5p per Ordinary Shares will be paid on 8 May 2014 to shareholders on the register at the close of business on 28 March 2014. 6. Following the successful launch of Core Capital I LP, the general partner of the LP, receives GBP750,000 per annum until the fourth anniversary, payable out of the assets of Core Capital I LP. 7. This announcement is not the Company's statutory accounts. The statutory accounts for the year ended 31 December 2012 have been delivered to the Registrar of Companies and have received an audit report which was unqualified and did not contain any emphasis of matter and did not contain any statements under sections 498(2) and 498(3) of the Companies Act 2006. The preliminary announcement is prepared on the same basis as set out in the prior year statutory accounts and was approved by the Board on 14 March 2014. The Annual Report for the year ended 31 December 2013 will be posted to shareholders and is available for inspection at 9 South Street, London W1K 2XA, the registered office of the Company, and on the Company's website, www.core-cap.com. Enquiries Stephen Edwards 020 3179 0919 Rhonda Nicoll 020 3179 0930 This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients. The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Core VCT V plc via Globenewswire HUG#1768948 http://www.core-cap.com/
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