We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Register for Free to get streaming real-time quotes, interactive charts, live options flow, and more.
| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Crown Place Vct Plc | LSE:CRWN | London | Ordinary Share | GB0002577434 | 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% | 28.90 | 28.40 | 29.40 | 28.90 | 28.90 | 28.90 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Finance Services | 4.78M | 2.82M | 0.0100 | 28.90 | 81.13M |
Hot Features
Premium
TIDMCRWN
Crown Place VCT PLC
LEI number: 213800SYIQPA3L3T1Q68
As required by the UK Listing Authority's Disclosure and Transparency
Rule 4.2, Crown Place VCT PLC today makes public its information
relating to the Half-yearly Financial Report (which is unaudited) for
the six months to 31 December 2017. This announcement was approved by
the Board of Directors on 27 February 2018.
The full Half-yearly Financial Report (which is unaudited) for the
period to 31 December 2017 will shortly be sent to shareholders and will
be available on the Albion Capital Group LLP website at
www.albion.capital/funds/CRWN under the Financial Reports and Circulars
section.
Investment objective
The investment objective and policy of the Company* is to achieve long
term capital and income growth principally through investment in smaller
unquoted companies in the United Kingdom.
In pursuing this policy, the Manager has built up a portfolio which
concentrated both on more mature or asset-based investments and higher
risk companies with greater growth prospects.
Risk is spread by investing in a number of different businesses within
venture capital trust qualifying industry sectors using a mixture of
securities. The maximum amount which the Company will invest in a single
company is 15 per cent. of the Company's assets at cost, thus ensuring a
spread of investment risk. The value of an individual investment may
increase over time as a result of trading progress and it is possible
that it may grow in value to a point where it represents a significantly
higher proportion of total assets prior to a realisation opportunity
being available.
Your Board and the Manager are currently reviewing the implications of
the changes in VCT legislation resulting from the Patient Capital Review,
and will reflect on whether your Company's stated investment policy
needs to be amended. If so, a resolution reflecting any change would be
put to shareholders at the next Annual General Meeting.
Under its Articles of Association, the Company's maximum exposure in
relation to gearing is restricted to the amount of its adjusted share
capital and reserves.
*The "Company" is Crown Place VCT PLC. The "Group" is the Company
together with its subsidiary CP1 VCT PLC.
Financial calendar
Record date for second dividend 9 March 2018
Payment of second dividend 29 March 2018
Financial year end 30 June
Financial highlights
Six months ended Six months ended Year ended
31 December 2017 31 December 2016 30 June 2017
(pence per share) (pence per share) (pence per share)
Opening net asset
value 30.98 28.94 28.94
Revenue return 0.17 0.26 0.41
Capital return 1.32 2.59 3.63
Total return 1.49 2.85 4.04
Dividends paid (1.00) (1.00) (2.00)
Impact from buy-backs
and issue of share
capital - 0.05 -
Closing net asset
value 31.47 30.84 30.98
Shareholder return and shareholder value
Crown Place VCT PLC
(pence per share)
Shareholder return from launch to April 2005 (date
that Albion Capital was appointed investment manager):
Total dividends paid to 6 April 2005 (i) 24.93
Decrease in net asset value (56.60)
Total shareholder return to 6 April 2005 (31.67)
Shareholder return from April 2005 to 31 December
2017:
Total dividends paid 29.80
Decrease in net asset value (11.93)
Total shareholder return from April 2005 to 31 December
2017 17.87
Shareholder value since launch:
Total dividends paid to 31 December 2017 (i) 54.73
Net asset value as at 31 December 2017 31.47
Total shareholder value as at 31 December 2017 86.20
Current dividend objective:
Pence per share (per annum) 2.00
Dividend yield on net asset value as at 31 December
2017 6.4%
Notes
1. Prior to 6 April 1999, venture capital trusts were able to add 20 per
cent. to dividends and figures for the period up until 6 April 1999 are
included at the gross equivalent rate actually paid to shareholders.
The above financial summary is for the Company, Crown Place VCT PLC
(previously Murray VCT 3 PLC) only. Details of the financial performance
of CP1 VCT PLC (previously Murray VCT PLC) and CP2 VCT PLC (previously
Murray VCT 2 PLC), which were merged into the Company, can be found at
the end of the announcement.
31 December 2017
Total shareholder value since launch: (pence per share)
Total dividends paid during:
the period from launch to 6 April 2005 (prior to change
of manager) 24.93
the year ended 28 February 2006 1.00
the period ended 30 June 2007 3.30
the year ended 30 June 2008 2.50
the year ended 30 June 2009 2.50
the year ended 30 June 2010 2.50
the year ended 30 June 2011 2.50
the year ended 30 June 2012 2.50
the year ended 30 June 2013 2.50
the year ended 30 June 2014 2.50
the year ended 30 June 2015 2.50
the year ended 30 June 2016 2.50
the year ended 30 June 2017 2.00
the six months ended 31 December 2017 1.00
Total dividends paid to 31 December 2017 54.73
Net asset value as at 31 December 2017 31.47
Total shareholder value as at 31 December 2017 86.20
In addition to the dividends paid above, the Board has declared a second
dividend for the year ending 30 June 2018 of 1 penny per Crown Place VCT
PLC share, to be paid on 29 March 2018 to shareholders on the register
on 9 March 2018.
Interim management report
Results
In the six month period to 31 December 2017, the Company achieved an
encouraging total return of 1.49 pence per share (31 December 2016: 2.85
pence per share) equivalent to a return of 4.8% on opening net assets
(31 December 2016: 9.8%). Following payment of the first dividend for
the year of 1 penny per share on 30 November 2017, the net asset value
as at 31 December 2017 was 31.47 pence per share (30 June 2017: 30.98
pence per share) and the Company's net assets now exceed GBP50 million.
The total return for the period was GBP2,239,000, compared to
GBP3,670,000 for the six months to 31 December 2016, of which the
revenue return was GBP260,000 (31 December 2016: GBP333,000) and the
capital return was GBP1,979,000 (31 December 2016: GBP3,337,000). Total
expenses, including investment management fees, resulted in a slightly
lower ongoing charges ratio of 2.4% (31 December 2016: 2.5%).
Portfolio review
During the six month period, the Company deployed GBP3.0 million into
qualifying investments (31 December 2016: GBP1.6 million). Of this
amount, GBP778,000 related to a new investment, Women's Health (London
West One), to develop and operate a women's health centre with a focus
on fertility. Further investments were made in existing portfolio
companies, most notably: GBP886,000 into Beddlestead to fund the
development of our wedding venue site; GBP394,000 to aid the continued
roll out of ultra-fast fibre optic broadband in central London with G.
Network Communications; and GBP327,000 into medical nutritional therapy
company Oviva, to accelerate its growth in Europe.
Investments realised during the period totalled GBP1.1 million,
primarily related to GBP693,000 of proceeds from the sale of the
Company's holding in Hilson Moran, achieving a return, including
interest, of 3 times cost. During the period Relayware merged with a US
based software company, Zift Channel Solutions Inc., and the Company
became a shareholder in the enlarged entity. The Crown Hotel Harrogate
was sold in September 2017, with proceeds of GBP2.0 million received
after the period end. Further details on realisations and loan stock
repayments can be found in the realisations table below.
Particularly good progress in the year was achieved by ELE Advanced
Technologies, which saw significant growth in trading and profit in the
period, and Grapeshot, which has now moved into profit and which is
currently growing in excess of 150% per annum. In addition, the annual
professional valuation of Radnor House School (Holdings) increased, as
pupil numbers at our Radnor House Sevenoaks School continue to grow.
Against this, the valuations in DySIS Medical and Aridhia Informatics
were reduced in the period as a result of their current trading levels.
The share price of the AIM quoted Augean PLC also fell during the
period.
Investment portfolio by sector
The chart at the end of the announcement illustrates the composition of
the portfolio by industry sector as at 31 December 2017.
Dividends
In line with the annual dividend target for the Company of 2 pence per
share, the first dividend for the current financial year of 1 penny per
share was paid on 30 November 2017. A second dividend of 1 penny per
share will be paid on 29 March 2018 to shareholders on the register on 9
March 2018.
The Board aims to maintain this level of annualised dividend
distribution going forward, subject to the availability of cash
resources and distributable reserves. Based on the net asset value as at
31 December 2017, this equates to a 6.4% yield (31 December 2016: 6.5%).
As noted in the Annual Report and Financial Statements for the year
ended 30 June 2017, a special resolution was proposed (the 'Proposal')
to shareholders to reduce the share capital and cancel the capital
redemption and share premium reserves, which was passed at the Annual
General Meeting in November 2017. The Company thereafter applied to the
High Court to confirm the reduction and cancellation. The initial
hearing at the High Court took place on 1 February 2018, and following
the final hearing on 13 February 2018, the High Court approved the
Proposal. This will, over time, create additional distributable reserves
of GBP39.2m.
Dividends are paid free of tax to shareholders. Qualifying shareholders
who elect to participate in the Dividend Reinvestment Scheme will be
able, in respect of further dividends, to receive their dividends in the
form of new shares rather than cash, which will entitle them to income
tax relief at the current rate of 30% (new shares will need to be held
for at least five years to retain the tax relief). Further details of
the Dividend Reinvestment Scheme can be found on the Manager's website
www.albion.capital/funds/CRWN.
Patient Capital Review
The Patient Capital Review has been completed and the 2017 Autumn Budget
has now been delivered. Whilst being strongly supportive of VCTs, the
Budget has introduced a number of measures designed to re-direct
investment towards higher growth innovative businesses. Your Board and
the Manager are currently reviewing the implications of these measures,
and will reflect on whether your Company's stated investment policy
needs to be amended. If so, a resolution reflecting any change would be
put to shareholders at the next Annual General Meeting.
Risks and uncertainties
The outlook for the UK and global economies, including the uncertainty
and potential disruption from the departure of the UK from the EU,
continues to be the key risk affecting the Company, despite continued
growth in the UK. Investment risk is mitigated in a number of ways,
including our policy that the portfolio should be balanced across
sectors and stages of investment.
Other risks and uncertainties remain unchanged and are as detailed in
note 12.
Share buy-backs
It remains the Board's primary objective to maintain sufficient
resources for investment in existing and new portfolio companies and for
the continued payment of dividends to shareholders. The Board's policy
is to buy back shares in the market, subject to the overall constraint
that such purchases are in the Company's interest, and it is the Board's
intention for such buy-backs to be in the region of a 5% discount to net
asset value, so far as market conditions and liquidity permit.
During the period, the Company bought back and held in treasury
1,309,000 shares at a total cost of GBP374,000, in-line with the share
buy-back policy.
Transactions with the Manager
Details of the transactions that took place with the Manager in the
period can be found in note 4.
Going concern
In accordance with the Guidance on Risk Management, Internal Control and
Related Financial and Business Reporting issued by the Financial
Reporting Council in September 2014, the Board has assessed the
Company's operation as a going concern. The Company has significant cash
and liquid resources, its portfolio of investments is well diversified
in terms of sector, and the major cash outflows of the Company (namely
investments, buy-backs and dividends) are within the Company's control.
Accordingly, after making diligent enquiries the Directors have a
reasonable expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future. For this
reason, the Directors have adopted the going concern basis in preparing
the accounts.
The Board's assessment of liquidity risk and details of the Company's
policies for managing its capital and financial risks remain as detailed
on pages 59 to 62 of the Annual Report and Financial Statements for the
year ended 30 June 2017.
Albion VCTs Prospectus Top Up Offers 2017/18
Your Board, in conjunction with the boards of other VCTs managed by
Albion Capital Group LLP, launched a prospectus top up offer of new
Ordinary shares on 6 September 2017. The Board is pleased to announce
that it reached its GBP6 million limit, which as of 26 February 2018 was
fully subscribed and closed. The proceeds will be used to provide
further resources at a time when a number of attractive investment
opportunities are being seen. Details of the first allotment on 17
November 2017 and second allotment on 31 January 2018 are shown in notes
8 and 10 respectively.
Outlook
Your Company's investment portfolio is well balanced across sectors and
risk classes, and has made good progress during the period. This gives
us confidence that we can continue to deliver shareholder value in the
future.
Richard Huntingford
Chairman
27 February 2018
Responsibility statement
The Directors, Richard Huntingford, James Agnew, Karen Brade and Penny
Freer, are responsible for preparing the Half-yearly Financial Report.
The Directors have chosen to prepare this Half-yearly Financial Report
for the Group in accordance with International Financial Reporting
Standards ("EU IFRS") as adopted by the European Union.
In preparing the condensed set of Financial Statements for the period to
31 December 2017 we, the Directors, confirm that to the best of our
knowledge:
(a) the condensed set of Financial Statements has been prepared in
accordance with International Accounting Standard
(IAS) 34 "Interim Financial Reporting" issued by the International
Accounting Standards Board;
(b) the interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events
during the first six months and description of principal risks and
uncertainties for the remaining six months of the year);
(c) the condensed set of Financial Statements give a true and fair view
in accordance with EU IFRS of the assets, liabilities, financial
position and of the profit and loss of the Group for the six months
ended 31 December 2017 as required by DTR 4.2.4R, and comply with EU
IFRS and Companies Act 2006; and
(d) the interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties'
transactions and changes therein).
This Half-yearly Financial Report has not been audited or reviewed by
the Auditor.
By order of the Board of Directors
Richard Huntingford
Chairman
27 February 2018
Portfolio of investments
The following is a summary of non-current asset investments with a value
as at 31 December 2017:
As at 31 December 2017 As at 30 June 2017
(unaudited) (audited)
% voting
rights
% of Albion
Investment voting managed Cost Value Cost Value Change in value for the period*
name Nature of business rights companies GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Radnor House School Independent schools for
(Holdings) Limited children aged 5-18 9.0 50.0 2,791 6,160 2,791 5,589 571
Owner and operator of a
Shinfield Lodge Care residential care home for the elderly
Limited near Reading 11.8 50.0 2,140 3,566 2,140 3,527 39
ELE Advanced Manufacturer of precision
Technologies Limited engineering components 41.9 41.9 1,050 2,987 1,050 1,965 1,022
Chonais River Hydro Hydro power project in
Limited Scotland 14.0 50.0 1,549 2,426 1,549 2,357 69
Owner and operator of a
residential care home for the
Active Lives Care Limited elderly in Oxford 7.5 50.0 1,620 2,330 1,530 2,279 (39)
TCHH Limited (previously
The Crown Hotel Harrogate Former owner and operator of
Limited) the Crown Hotel, Harrogate 15.0 50.0 2,976 2,027 2,976 1,924 103
Owner and operator of a
Ryefield Court Care residential care home for the
Limited elderly in Hillingdon 7.7 50.0 1,275 1,919 1,160 1,859 (55)
Gharagain River Hydro power project
Hydro Limited in Scotland 15.0 50.0 1,116 1,370 1,116 1,330 40
Repositioning of paediatric
Proveca Limited medicines 6.1 49.9 586 1,266 586 1,224 42
Anaerobic digestion plant in
Earnside Energy Limited Scotland 7.0 50.0 1,123 1,234 1,123 1,232 2
Developer and operator of a
dedicated wedding venue in the
Beddlestead Limited UK 8.4 50.0 892 892 6 6 -
Owner and operator of
Kew Green VCT the 'Holiday Inn Express' at
(Stansted) Limited Stansted Airport 2.0 50.0 805 886 805 873 13
Developer of medical
Mirada Medical Limited imaging software 6.5 45.0 348 873 348 890 (17)
Women's Health (London Operator of a women's health
West One) Limited centre focusing on fertility 6.2 40.0 778 778 - - -
Provider of digital marketing
Grapeshot Limited software 0.8 14.2 166 765 166 337 428
The Street by Street
Solar Programme
Limited Photovoltaic installations 4.4 50.0 461 758 461 732 26
Owner and operator of
Bravo Inns II Limited freehold pubs 3.6 50.0 595 722 595 688 34
G. Network Communications Fibre optic broadband provider
Limited in central London 6.2 50.0 580 580 186 186 -
Owner and operator of
The Stanwell Hotel the Stanwell Hotel near
Limited Heathrow Airport 10.8 50.0 1,682 576 1,682 619 (43)
Alto Prodotto Wind
Limited Wind power generator 4.1 50.0 365 570 366 567 5
Cloud subscription platform
MPP Global Solutions Limited provider 1.9 13.5 550 550 550 550 -
Medical nutritional
Oviva AG counselling 2.5 15.9 435 544 108 108 109
Regenerco Renewable
Energy Limited Photovoltaic installations 3.4 50.0 344 519 344 479 40
MHS 1 Limited Education 6.9 50.0 481 481 481 481 -
Provider of digital marketing
Convertr Media Limited software 4.3 27.0 480 447 400 400 (33)
Provider of process
Process Systems systems modelling
Enterprise Limited solutions 1.4 20.7 138 444 138 455 (11)
Provider of cloud-based
Egress Software email and file encryption
Technologies Limited software 1.0 27.3 187 422 80 315 -
Software for managing
pharmaceutical adverse
MyMeds&Me Limited events 2.1 19.2 255 393 255 385 8
Medical devices for the
detection of cervical
DySIS Medical Limited cancer 3.8 26.9 949 369 949 447 (78)
Infinite Ventures
(Goathill) Limited Wind power generator 6.1 31.0 256 349 256 344 5
Analytical platform for market
Black Swan Data Limited research 1.0 12.4 326 326 198 198 -
Provider of channel partner
Zift Channel Solutions Inc. automation software 0.7 7.4 321 320 - - (1)
Refurbisher of
semiconductor
memsstar Limited fabrication equipment 3.0 44.7 114 241 129 240 16
Owner and operator of
Bravo Inns Limited freehold pubs 2.6 50.0 306 232 306 225 7
Automotive technology
Secured by Design research and consultancy
Limited provider 1.5 10.0 220 220 220 220 -
Aridhia Informatics Healthcare informatics
Limited and analysis 2.4 22.3 412 204 382 301 (127)
Quantexa Limited Fraud analytics software 1.7 11.9 190 190 190 190 -
Provider of cyber security
Panaseer Limited threat analysis 1.3 10.2 113 180 113 142 38
AVESI Limited Photovoltaic installations 3.8 50.0 123 176 123 164 12
Developer and
producer of
high temperature
Oxsensis Limited sensors 1.3 18.2 238 141 224 152 (11)
Web-based solutions for
healthcare data capture
Cisiv Limited and management 2.8 28.9 216 111 216 111 -
OmPrompt Holdings Business to business
Limited integration software 1.1 28.3 133 104 105 78 (2)
Services for validation and
discovery of serum
Abcodia Limited biomarkers 1.7 19.5 244 100 227 97 (14)
Greenenerco Limited Wind power generator 1.9 50.0 63 96 65 97 -
Digital platform for NHS locum
Locum's Nest Limited doctors 1.8 10.9 80 80 80 80 -
Former owner and operator of
a freehold health and
TWCL Limited fitness club in Surrey 1.2 50.0 63 76 63 63 13
Palm Tree Technology
Limited Software company 0.2 0.7 102 62 102 62 -
Developer of mobile apps for
InCrowd Sports Limited professional sports clubs 1.0 6.8 42 42 42 42 -
Dickson Financial Commercial insurance broker,
Services Limited trading as Innovation Broking 2.7 30.0 27 41 27 40 1
Provider of online gym
Sandcroft Avenue passes, trading as
Limited PayasUgym.com 0.4 9.2 39 41 20 17 5
Drinks distributor to the
CSS Group Limited travel sector 2.3 15.0 28 36 28 39 (3)
Other holdings 423 425 423 425 -
Total unquoted
Investments 30,796 40,647 27,480 35,131 2,214
As at 31 December 2017 As at 30 June 2017
(unaudited) (audited)
Investment Cost Value Cost Value Change in the value for the period*
name Nature of business GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Quoted
investments
Provider of mobile payment
Mi-Pay Group PLC services 713 164 713 164 -
Augean PLC Waste management 593 95 593 216 (121)
Workforce management
ComOps Limited solutions software 13 6 13 9 (3)
Avanti Communications Supplier of satellite
Group plc communications 136 5 136 6 (1)
Total quoted
investments 1,455 270 1,455 395 (125)
40,917
Total investments 32,251 28,935 35,526 2,089
Total change in value of investments 2,089
Movement in loan stock accrued interest (55)
Unrealised gains sub-total 2,034
Realised gains in current period 261
Total gains on investments as per consolidated statement
of
comprehensive income 2,295
* As adjusted for additions and disposals between the two accounting
periods
The total comparative cost and valuations for 30 June 2017 do not agree
to the Annual Report and Financial Statements for the year ended 30 June
2017 as the above list does not include brought forward investments that
were fully disposed of in the period.
Opening Total Gain on
carrying Disposal realised opening
Cost value proceeds gain/(loss) value
Non-current asset investment realisations GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Disposals:
Hilson Moran Holdings Limited 91 481 693 602 212
Relayware Limited (merger with Zift Channel Solutions
Inc.) 278 275 275 (3) -
Loan stock repayments/restructuring:
Oxsensis Limited 32 45 46 14 1
memsstar Limited 15 15 15 - -
Aridhia Informatics Limited 11 11 12 1 1
Greenenerco Limited 1 2 2 1 -
Alto Prodotto Wind Limited 1 1 1 - -
Escrow adjustments and other:
Escrow adjustments - - 47 47 47
Total realisations 429 830 1,091 662 261
Condensed consolidated statement of comprehensive income
Unaudited Unaudited Audited
six months ended six months ended year ended
31 December 2017 31 December 2016 30 June 2017
Revenue Capital Total Revenue Capital Total Revenue Capital Total
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Gains on investments 2 - 2,295 2,295 - 3,591 3,591 - 5,435 5,435
Investment income and deposit interest 3 516 - 516 566 - 566 1,032 - 1,032
Investment management fees 4 (105) (316) (421) (85) (254) (339) (177) (531) (708)
Other expenses (151) - (151) (148) - (148) (294) - (294)
2,239
Profit before taxation 260 1,979 333 3,337 3,670 561 4,904 5,465
Taxation - - - - - - - - -
Profit and total comprehensive income attributable 2,239
to shareholders 260 1,979 333 3,337 3,670 561 4,904 5,465
Basic and diluted earnings per Ordinary share
(pence)* 6 0.17 1.32 1.49 0.26 2.59 2.85 0.41 3.63 4.04
* excluding treasury shares
Comparative figures have been extracted from the unaudited Half-yearly
Financial Report for the six months ended 31 December 2016 and the
audited statutory accounts for the year ended 30 June 2017.
The accompanying notes form an integral part of this Half-yearly
Financial Report.
The total column of this statement represents the Group's Statement of
comprehensive income, prepared in accordance with International
Financial Reporting Standards ('IFRS'). The supplementary revenue and
capital reserve columns are prepared under guidance published by The
Association of Investment Companies.
All revenue and capital items in the above statement derive from
continuing operations and are wholly attributable to the parent company.
Condensed consolidated balance sheet
Unaudited Audited
31
December 30 June
2017 2017
Note GBP'000 GBP'000
Non-current assets
Investments 7 40,917 36,328
Current assets
Trade and other receivables less than one year 342 303
Cash and cash equivalents 9,064 9,265
9,406 9,568
Total assets 50,323 45,896
Current liabilities
Trade and other payables less than one year (320) (315)
Total assets less current liabilities 50,003 45,581
Equity attributable to equity holders
Ordinary share capital 8 17,521 16,211
Share premium 20,746 18,032
Capital redemption reserve 1,415 1,415
Unrealised capital reserve 8,371 6,739
Realised capital reserve (257) (604)
Other distributable reserve 2,207 3,788
Total equity shareholders' funds 50,003 45,581
Basic and diluted net asset value per share (pence)* 31.47 30.98
* excluding treasury shares
Comparative figures have been extracted from the audited statutory
accounts for the year ended 30 June 2017.
The accompanying notes form an integral part of this Half-yearly
Financial Report.
These Financial Statements were agreed by the Board of Directors, and
authorised for issue on 27 February 2018 and were signed on its behalf
by
Richard Huntingford
Chairman
Company number 03495287
Condensed Company balance sheet
Unaudited Audited
31
December 30 June
2017 2017
Note GBP'000 GBP'000
Non-current assets
Investments 7 40,917 36,328
Current assets
Investment in subsidiary undertakings 6,400 6,400
Trade and other receivables less than one year 342 303
Cash and cash equivalents 9,048 9,249
15,790 15,952
Total assets 56,707 52,280
Creditors: amounts falling due within one year
Trade and other payables less than one year (6,704) (6,699)
Total assets less current liabilities 50,003 45,581
Equity attributable to equity holders
Ordinary share capital 8 17,521 16,211
Share premium 20,746 18,032
Capital redemption reserve 1,415 1,415
Unrealised capital reserve 7,943 6,311
Realised capital reserve (466) (813)
Other distributable reserve 2,844 4,425
Total equity shareholders' funds 50,003 45,581
Basic and diluted net asset value per share (pence)* 31.47 30.98
* excluding treasury shares
Comparative figures have been extracted from the audited statutory
accounts for the year ended 30 June 2017.
The accompanying notes form an integral part of this Half-yearly
Financial Report.
These Financial Statements were approved by the Board of Directors, and
authorised for issue on 27 February 2018 and were signed on its behalf
by
Richard Huntingford
Chairman
Company number 03495287
Condensed consolidated statement of changes in equity
Unrealised Realised
Capital redemption capital capital
Ordinary Share reserve reserve reserve Other distributable reserve Total
share capital GBP'000 premium GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 July 2017 16,211 18,032 1,415 6,739 (604) 3,788 45,581
Profit/(loss) and total comprehensive
income - - - 2,034 (55) 260 2,239
Transfer of previously unrealised gains on sale of
investments - - - (402) 402 - -
Dividends paid - - - - - (1,467) (1,467)
Purchase of shares for treasury (including costs) - - - - - (374) (374)
Issue of equity 1,310 2,794 - - - - 4,104
Cost of issue of equity - (80) - - - - (80)
As at 31 December 2017 17,521 20,746 1,415 8,371 (257) 2,207 50,003
As at 1 July 2016 14,110 13,872 1,415 2,131 (900) 6,757 37,385
Profit and total comprehensive
income - - - 3,258 79 333 3,670
Transfer of previously unrealised gains on sale of
investments - - - (373) 373 - -
Dividends paid - - - - - (1,282) (1,282)
Purchase of shares for treasury (including costs) - - - - - (455) (455)
Issue of equity 68 135 - - - - 203
Cost of issue of equity - (1) - - - - (1)
As at 31 December 2016 14,178 14,006 1,415 5,016 (448) 5,353 39,520
As at 1 July 2016 14,110 13,872 1,415 2,131 (900) 6,757 37,385
Profit/(loss) and total comprehensive
income - - - 4,986 (82) 561 5,465
Transfer of previously unrealised gains on sale or
write off of investments - - - (378) 378 - -
Dividends paid - - - - - (2,687) (2,687)
Purchase of shares for treasury (including costs) - - - - - (843) (843)
Issue of equity 2,101 4,334 - - - - 6,435
Cost of issue of equity - (174) - - - - (174)
As at 30 June 2017 16,211 18,032 1,415 6,739 (604) 3,788 45,581
Condensed Company statement of changes in equity
Unrealised Realised
Capital redemption capital capital
Ordinary Share reserve reserve reserve* Other distributable reserve* Total
share capital GBP'000 premium GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 July 2017 16,211 18,032 1,415 6,311 (813) 4,425 45,581
Profit/(loss) and total comprehensive income - - - 2,034 (55) 260 2,239
Transfer of previously unrealised gains on sale of
investments - - - (402) 402 - -
Dividends paid - - - - - (1,467) (1,467)
Purchase of shares for treasury (including costs) - - - - - (374) (374)
Issue of equity 1,310 2,794 - - - - 4,104
Cost of issue of equity - (80) - - - - (80)
As at 31 December 2017 17,521 20,746 1,415 7,943 (466) 2,844 50,003
As at 1 July 2016 14,110 13,872 1,415 2,127 (1,109) 6,970 37,385
Profit and total comprehensive income - - - 3,258 79 544 3,881
Revaluation of investment in subsidiaries - - - (211) - - (211)
Transfer of previously unrealised gains on sale of
investments - - - (373) 373 - -
Dividends paid - - - - - (1,282) (1,282)
Purchase of shares for treasury (including costs) - - - - - (455) (455)
Issue of equity 68 135 - - - - 203
Cost of issue of equity - (1) - - - - (1)
As at 31 December 2016 14,178 14,006 1,415 4,801 (657) 5,777 39,520
As at 1 July 2016 14,110 13,872 1,415 2,127 (1,109) 6,970 37,385
Profit/(loss) and total comprehensive income - - - 4,986 (82) 985 5,889
Revaluation of investment in subsidiaries - - - (423) - - (423)
Transfer of previously unrealised gains on disposal
of investments - - - (378) 378 - -
Dividends paid - - - - - (2,687) (2,687)
Purchase of shares for treasury (including costs) - - - - - (843) (843)
Issue of equity 2,101 4,334 - - - - 6,435
Cost of issue of equity - (174) - - - - (174)
As at 30 June 2017 16,211 18,032 1,415 6,311 (813) 4,425 45,581
* These reserves amount to GBP2,378,000 (31 December 2016: GBP5,120,000;
30 June 2017: GBP3,612,000) which is considered distributable.
Condensed consolidated statement of cash flows
Unaudited Audited
six months ended Unaudited year ended
31 December six months ended 30 June
2017 31 December 2016 2017
GBP'000 GBP'000 GBP'000
Cash flow from operating activities
Investment income received 448 397 858
Deposit interest received 3 32 34
Dividend income received 13 15 48
Investment management fees paid (400) (328) (672)
Other cash payments (167) (191) (315)
Net cash flow from operating activities (103) (75) (47)
Cash flow from investing activities
Purchase of non-current asset investments (2,997) (1,553) (2,917)
Disposal of non-current asset investments 748 1,136 2,546
Net cash flow from investing activities (2,249) (417) (371)
Cash flow from financing activities
Issue of share capital 3,792 - 5,833
Cost of issue of equity (2) - (2)
Equity dividends paid (1,233) (1,078) (2,255)
Purchase of shares for treasury (406) (471) (826)
Receipt of CP2 VCT PLC cash upon liquidation - - 37
Net cash flow from financing activities 2,151 (1,549) 2,787
(Decrease)/increase in cash and cash equivalents (201) (2,041) 2,369
Cash and cash equivalents at the start of the period 9,265 6,896 6,896
Cash and cash equivalents at the end of the period 9,064 4,855 9,265
Condensed Company statement of cash flows
Unaudited Audited
six months ended Unaudited year ended
31 December six months ended 30 June
2017 31 December 2016 2017
GBP'000 GBP'000 GBP'000
Cash flow from operating
activities
Investment income
received 448 397 858
Deposit interest received 3 32 34
Dividend income received 13 649 1,098
Investment management
fees paid (400) (328) (672)
Intercompany interest
paid - (634) (1,050)
Other cash payments (167) (191) (315)
Net cash flow from
operating activities (103) (75) (47)
Cash flow from investing
activities
Purchase of non-current
asset investments (2,997) (1,553) (2,917)
Disposal of non-current
asset investments 748 1,136 2,546
Net cash flow from
investing activities (2,249) (417) (371)
Cash flow from financing
activities
Issue of share capital 3,792 - 5,833
Cost of issue of equity (2) - (2)
Equity dividends paid (1,233) (1,078) (2,255)
Purchase of shares for
treasury (including
costs) (406) (471) (826)
Receipt of CP2 VCT PLC
cash upon liquidation - - 37
Net cash flow from
financing activities 2,151 (1,549) 2,787
(Decrease)/increase in
cash and cash
equivalents (201) (2,041) 2,369
Cash and cash equivalents
at the start of the
period 9,249 6,880 6,880
Cash and cash equivalents
at the end of the
period 9,048 4,839 9,249
Notes to the unaudited condensed Financial Statements
1. Accounting policies
The following policies refer to the Group and the Company except where
noted. References to International Financial Reporting Standards
('IFRS') relate to the Group Financial Statements and FRS 101 "Reduced
Disclosure Framework" for the Company, which is based on the recognition
and measurement requirements of International Financial Reporting
Standards ('EU IFRS') as adopted by the European Union.
Basis of accounting
The Half-yearly Financial Report has been prepared in accordance with
International Financial Reporting Standards ('EU IFRS') as adopted by
the European Union (and therefore comply with Article 4 of the EU IAS
regulation). This Half-yearly Financial Report has been prepared in
accordance with IAS 34 'Interim Financial Reporting' in the case of the
Group, and in accordance with FRS 104 'Interim Financial Reporting'
("FRS 104") in the case of the Company.
Both the Group and the Company Financial Statements also apply the
Statement of Recommended Practice: "Financial Statements of Investment
Companies and Venture Capital Trusts" ('SORP') issued by the Association
of Investment Companies ("AIC") in 2014, in so far as this does not
conflict with IFRS. The Financial Statements have been prepared in
accordance with those parts of the Companies Act 2006 applicable to the
companies reporting under IFRS and UK GAAP. The information in this
document does not include all of the disclosures required by EU IFRS and
the SORP in full annual Financial Statements, and it should be read in
conjunction with the consolidated Financial Statements of the Group for
the year ended 30 June 2017. This Half-yearly Financial Report has been
prepared applying the accounting policies and presentation that were
applied in the preparation of the Group's published consolidated
Financial Statements for the year ended 30 June 2017.
These Financial Statements are presented in Sterling to the nearest
thousand.The accounting policies applied to the Half-yearly Financial
Report have been consistently applied in current and prior periods and
are those applied in the Annual Report and Financial Statements for the
year ended 30 June 2017.
Basis of consolidation
The Group consolidated Financial Statements incorporate the Financial
Statements of the Company for the period ended 31 December 2017 and the
entity controlled by the Company (its subsidiary), for the same period.
Where necessary, adjustments are made to the Financial Statements of
subsidiaries to bring the accounting policies into line with those used
by the Group. All intra-group transactions, balances, income and
expenses are eliminated on consolidation.
As permitted by Section 408 of the Companies Act 2006, the Company has
not presented its own profit and loss account. The amount of the
Company's profit before tax for the period dealt within the accounts of
the Group is GBP2,239,000 (31 December 2016: GBP3,881,000; 30 June 2017:
GBP5,889,000).
Segmental reporting
The Directors are of the opinion that the Group and the Company are
engaged in a single operating segment of business, being investment in
equity and debt in smaller companies principally based in the UK. The
Group and the Company report to the Board which acts as the chief
decision maker.
Business combinations
The acquisition of subsidiaries is accounted for using the purchase
method in the Group Financial Statements. The cost of the acquisition is
measured at the aggregate of the fair values, at the date of exchange,
of assets given, liabilities incurred or assumed, and equity instruments
issued by the Group in exchange for control of the subsidiaries, plus
any costs directly attributable to the business combination. The
subsidiary's identifiable assets, liabilities and contingent liabilities
that meet the conditions for recognition under IFRS 3 "Business
Combinations" are recognised at their fair value at the acquisition
date.
Estimates
The preparation of the Group and Company's Half-yearly Financial Report
requires estimates, assumptions and judgements to be made, which affect
the reported results and balances. Actual outcomes may differ from these
estimates, with a consequential impact on the results of future periods.
Those estimates and assumptions that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities
within the next financial year are those used to determine the fair
value of investments at fair value through profit or loss ('FVTPL').
The valuation of investments held at FVTPL or measured in assessing any
impairment of loan stocks is determined by using valuation techniques.
The Group and the Company use judgements to select a variety of methods
and makes assumptions that are mainly based on market conditions at each
balance sheet date.
Investment in subsidiaries
Investments in subsidiaries are revalued at the balance sheet date based
on the underlying net assets of the subsidiary. Revaluation movements
are recognised in the unrealised reserve.
CP1 VCT PLC is a wholly-owned subsidiary of the Company. CP1 VCT PLC
transferred its business to Crown Place VCT PLC and ceased trading with
effect from the date of merger on 12 January 2006. Since then, CP1 VCT
PLC has had no further business other than to hold cash and intercompany
balances. CP1 VCT PLC had significant tax losses which have been
utilised by the Company through group relief. As the tax losses were
depleted, the Directors decided to appoint PKF Geoffrey Martin & Co
Limited as liquidators and CP1 VCT PLC was formally placed into members'
voluntary liquidation on 10 August 2017.The liquidation is expected to
be completed by June 2018.
Non-current asset investments
Quoted and unquoted equity investments, debt issued at a discount and
convertible bonds
In accordance with IAS 39 'Financial Instruments: Recognition and
Measurement', quoted and unquoted equity, debt issued at a discount and
convertible bonds are designated as FVTPL. Investments listed on
recognised exchanges are valued at the closing bid prices at the end of
the accounting period. Unquoted investments' fair value is determined by
the Directors in accordance with the International Private Equity and
Venture Capital Valuation Guidelines (IPEVCV guidelines).
Fair value movements and gains and losses arising on the disposal of
investments are reflected in the capital column of the Statement of
comprehensive income in accordance with the AIC SORP. Realised gains or
losses on the sale of investments will be reflected in the realised
capital reserve, and unrealised gains or losses arising from the
revaluation of investments will be reflected in the unrealised capital
reserve.
Investments are recognised as financial assets on legal completion of
the investment contract and are de-recognised on legal completion of the
sale of an investment.
Warrants and unquoted equity derived instruments
Warrants and unquoted equity derived instruments are only valued if
there is deemed to be additional value to the Company in exercising or
converting as at the balance sheet date. Otherwise these instruments are
held at nil value. The valuation techniques used are those used for the
underlying equity investment as a whole on a unit of account basis.
Unquoted loan stock
Unquoted loan stock (excluding debt issued at a discount and convertible
bonds) is classified as loans and receivables as permitted by IAS 39 and
measured at amortised cost using the effective interest rate method less
impairment. Movements in the amortised cost relating to interest income
are reflected in the revenue column of the Statement of comprehensive
income, and hence are reflected in the other distributable reserve, and
movements in respect of capital provisions are reflected in the capital
column of the Statement of comprehensive income and are reflected in the
realised capital reserve following sale, or in the unrealised capital
reserve for impairments arising from revaluations of the fair value of
the security.
For all unquoted loan stock, fully performing, past due or impaired, the
Board considers that the fair value is equal to or greater than the
security value of these assets. For unquoted loan stock, the amount of
the impairment is the difference between the asset's cost and the
present value of estimated future cash flows, discounted at the original
effective interest rate. The future cash flows are estimated based on
the fair value of the security held less estimated selling costs.
Loan stock accrued interest is recognised in the Balance sheet as part
of the carrying value of the loans and receivables at the end of each
reporting period.
In accordance with the exemptions under IAS 28 "Investments in
associates", undertakings in which the Group or Company holds more than
20 per cent. of the equity as part of an investment portfolio are not
accounted for using the equity method.
Investment income
Quoted and unquoted equity income
Dividends receivable on quoted equity shares are recognised on the
ex-dividend date. Income receivable on unquoted equity is recognised
when the Company's right to receive payment and expected settlement is
established.
Unquoted loan stock income
Fixed returns on non-equity shares and debt securities are recognised on
a time apportionment basis using an effective interest rate over the
life of the financial instrument. Income which is not capable of being
received within a reasonable period of time is reflected in the capital
value of the investment.
Bank interest income
Interest income is recognised on an accruals basis using the rate of
interest agreed with the bank.
Investment management fees, performance incentive fees and other
expenses
All expenses have been accounted for on an accruals basis. Expenses are
charged through the revenue column of the Statement of comprehensive
income, except for management fees and performance incentive fees which
are allocated in part to the capital column of the Statement of
comprehensive income, to the extent that these relate to the maintenance
or enhancement in the value of the investments and in line with the
Board's expectation that over the long term 75 per cent. of the Group's
investment returns will be in the form of capital gains.
Issue costs
Issue costs associated with the allotment of share capital have been
deducted from the share premium account.
Taxation
Taxation is applied on a current basis in accordance with IAS 12 "Income
taxes". Taxation associated with capital expenses is applied in
accordance with the SORP. Deferred taxation is provided in full on
timing differences, and temporary differences (in accordance with IAS
12) that result in an obligation at the balance sheet date to pay more
tax or a right to pay less tax, at a future date, at rates expected to
apply when they crystallise based on current tax rates and law.
Temporary differences arise from differences between the carrying
amounts of assets and liabilities for financial reporting and the
amounts used for taxation purposes. Timing differences (IAS 12) arise
from the inclusion of items of income and expenditure in taxation
computations in periods different from those in which they are included
in the Financial Statements. Deferred tax assets are recognised to the
extent that it is probable that future taxable profit will be available
against which unused tax losses and credits can be utilised. Deferred
tax assets and liabilities are not discounted.
Dividends
In accordance with IAS 10 "Events after the balance sheet date",
dividends are accounted for in the period in which the dividend is paid
or approved at the Annual General Meeting.
Reserves
Share premium
This reserve accounts for the difference between the price paid for the
Company's shares and the nominal value of the shares, less issue costs
and transfers to the other distributable reserve.
Capital redemption reserve
This reserve accounts for amounts by which the issued share capital is
diminished through the repurchase and cancellation of the Company's own
shares.
Unrealised capital reserve
Increases and decreases in the valuation of investments held at the year
end, against cost are included in this reserve.
Realised capital reserve
The following are disclosed in this reserve:
-- gains and losses compared to cost on the realisation of investments;
-- expenses, together with the related taxation effect, charged in
accordance with the above policies; and
-- dividends paid to equity holders.
Other distributable reserve
This reserve accounts for movements from the revenue column of the
Statement of comprehensive income, the payment of dividends, the buyback
of shares and other non-capital realised movements.
2. Gains on investments
Unaudited Unaudited Audited
six months ended six months ended year ended
31 December 2017 31 December 2016 30 June 2017
GBP'000 GBP'000 GBP'000
Unrealised gains on investments held at fair value
through profit or loss 1,834 3,060 4,629
Unrealised reversal of impairments measured at amortised
cost 200 198 357
Unrealised gains on investments 2,034 3,258 4,986
Realised gains on investments held at fair value through
profit or loss 261 333 51
Realised gains on investments measured at amortised
cost - - 398
Realised gains on investments 261 333 449
2,295 3,591 5,435
Investments measured at amortised cost are unquoted loan stock
investments.
3. Investment income and deposit interest
Unaudited Unaudited Audited
six months ended six months ended year ended
31 December 2017 31 December 2016 30 June 2017
GBP'000 GBP'000 GBP'000
Income recognised on investments held at fair value
through profit or loss
UK dividend income 10 15 51
Interest on convertible bonds and debt issued at a
discount 332 274 528
342 289 579
Income recognised on investments measured at amortised
cost
Return on loan stock investments 171 250 425
Bank deposit interest 3 27 28
174 277 453
516 566 1,032
4. Investment management fees
Unaudited Unaudited Audited
six months ended six months ended year ended
31 December 2017 31 December 2016 30 June 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
Investment
management
fee 105 316 421 85 254 339 177 531 708
Further details of the management agreement under which the investment
management fee is paid are given on page 12 of the Strategic report in
the Annual Report and Financial Statements for the year ended 30 June
2017.
During the period, services of a total value of GBP446,000 (six months
ended 31 December 2016: GBP364,000; year ended 30 June 2017: GBP758,000)
were purchased by the Company from Albion Capital Group LLP; comprising
GBP421,000 management fee and GBP25,000 administration fee. At the
financial period end, the amount due to Albion Capital Group LLP
disclosed as payables was GBP233,000 (administration fee accrual
GBP12,500, management fee accrual GBP220,500) (31 December 2016:
GBP186,500; 30 June 2017: GBP211,500).
Albion Capital Group LLP is, from time to time, eligible to receive
transaction fees and Directors' fees from portfolio companies. During
the period to 31 December 2017, fees of GBP86,000 attributable to the
investments of the Company were received pursuant to these arrangements
(31 December 2016: GBP72,100; 30 June 2017: GBP125,000).
Albion Capital Group LLP, the Manager, holds 59,924 Ordinary shares in
the Company.
5. Dividends
Unaudited Unaudited Audited
six months ended six months ended year ended
31 December 2017 31 December 2016 30 June 2017
GBP'000 GBP'000 GBP'000
First dividend paid on 30 November 2016 (1 penny per
share) - 1,282 1,282
Second dividend paid on 31 March 2017 (1 penny per
share) - - 1,405
First dividend paid on 30 November 2017 (1 penny per
share) 1,467 - -
1,467 1,282 2,687
In addition, the Board has declared a second dividend of 1 penny per
share for the year ending 30 June 2018. This will be paid on 29 March
2018 to shareholders on the register on 9 March 2018. This is expected
to amount to approximately GBP1,632,000.
6. Basic and diluted return per share
Unaudited Unaudited Audited
six months ended six months ended year ended
31 December 2017 31 December 2016 30 June 2017
Revenue Capital Total Revenue Capital Total Revenue Capital Total
Return attributable
to equity shares
(GBP'000) 260 1,979 2,239 333 3,337 3,670 561 4,904 5,465
Weighted average
shares in issue
(excluding treasury
shares) 149,849,592 128,752,216 135,345,435
Return attributable
per share (pence)
(basic and diluted) 0.17 1.32 1.49 0.26 2.59 2.85 0.41 3.63 4.04
The return per share has been calculated excluding treasury shares of
16,311,410 (31 December 2016: 13,653,410; 30 June 2017: 15,002,410).
There are no convertible instruments, derivatives or contingent share
agreements in issue, and therefore no dilution affecting the return per
share. The basic return per share is therefore the same as the diluted
return per share.
7. Non-current asset investments
Unaudited Audited
31 December 2017 30 June 2017
GBP'000 GBP'000
Investments held at fair value through
profit or loss
Unquoted equity and preference shares 21,414 18,573
Quoted equity 270 395
Discounted debt and convertible loan stock 10,368 8,613
32,052 27,581
Investments measured at amortised cost
Unquoted loan stock 8,865 8,747
40,917 36,328
8. Ordinary share capital
Unaudited Audited
31 December 2017 30 June 2017
GBP'000 GBP'000
Allotted, called up and fully paid
175,211,641 Ordinary shares of 10p each (30 June 2017:
162,110,978) 17,521 16,211
Voting rights
158,900,231 Ordinary shares of 10p each (30 June 2017:
147,108,568)
The Company purchased 1,309,000 Ordinary shares for treasury during the
period at a cost of GBP374,000 (year ended 30 June 2017: 3,087,000
shares at a cost of GBP843,000). The total number of shares held in
treasury as at 31 December 2017 was 16,311,410 (30 June 2017:
15,002,410).
Under the terms of the Dividend Reinvestment Scheme Circular dated 26
February 2009, the following new Ordinary shares of nominal value 10
pence per share were allotted during the period:
Aggregate nominal value of shares Issue price Net invested Opening market price on allotment date
Allotment date Number of shares allotted (GBP'000) (pence per share) (GBP'000) (pence per share)
30 November 2017 761,258 76 30.71 232 28.88
Albion VCTs Prospectus Top Up Offers 2017/18
On 6 September 2017 the Company announced the publication of a
prospectus in relation to an offer for subscription for new Ordinary
shares. A Securities Note, which forms part of the prospectus, has been
sent to shareholders. Under the terms of the offer, the following new
Ordinary shares of nominal value 10 pence per share were issued during
the period.
Aggregate nominal value of shares Issue price Net consideration received Opening market price on allotment date
Allotment date Number of shares allotted (GBP'000) (pence per share) (GBP'000) (pence per share)
17 November 2017 4,335,689 433 31.20 1,332 28.88
17 November 2017 2,657,447 266 31.40 818 28.88
17 November 2017 5,346,269 535 31.50 1,642 28.88
12,339,405 1,234 3,792
9. Contingencies and guarantees
There are no external contingencies for or guarantees by the Group or
Company as at 31 December 2017 (30 June 2017: nil).
As at 31 December 2017 the Company had no financial commitments in
respect of investments (30 June 2017: GBP5,000).
Under the terms of the Transfer Agreement dated 16 January 2006, the
Company has indemnified its subsidiary, CP1 VCT PLC in respect of all
costs, claims and liabilities in exchange for the transfer of assets.
10. Post balance sheet events
Since 31 December 2017, the Company has completed the following material
transactions:
-- Proceeds of GBP2.0 million received from the sale of The Crown Hotel
Harrogate.
Albion VCTs Prospectus Top Up Offers 2017/18
Under the terms of the Albion VCTs Prospectus Top Up Offers 2017/18, the
following new Ordinary shares of nominal value 10 pence each were issued
since the period end:
Aggregate
nominal
Number of value of Issue price
Allotment shares shares (pence per Net consideration received Opening market price on allotment date (pence per
date allotted (GBP'000) share) (GBP'000) share)
31 January
2018 4,349,218 435 31.50 1,336 28.60
The Board is pleased to announce that it reached its GBP6 million limit
under its Offer, which as of 26 February 2018 was fully subscribed and
has now closed.
Reduction of share capital and cancellation of capital redemption and
share premium reserves
As noted in the Annual Report and Financial Statements for the year
ended 30 June 2017, a special resolution was proposed (the 'Proposal')
to shareholders to reduce the share capital and cancel the capital
redemption and share premium reserves, which was passed at the Annual
General Meeting in November 2017.
The Company thereafter applied to the High Court to confirm the
reduction and cancellation. The initial hearing at the High Court took
place on 1 February 2018, and following the final hearing on 13 February
2018, the High Court approved the Proposal. This will, over time, create
additional distributable reserves of GBP39.2m.
11. Related party transactions
Other than transactions with 100 per cent. owned Group companies and
those with the Manager as disclosed in note 4, there are no other
related party transactions. The Company has taken advantage of FRS 101
exemption paragraph 8.K. which allows the Company not to disclose
related party transactions with wholly owned subsidiaries.
12. Risks and uncertainties
The Board considers that the Company faces the following principal risks
and uncertainties:
1. Investment and performance risk
The risk of investment in poor quality assets, which could reduce the
capital and income returns to shareholders, and could negatively impact
on the Company's current and future valuations.
By nature, smaller unquoted businesses, such as those that qualify for
venture capital trust purposes, are more fragile than larger, long
established businesses.
To reduce this risk, the Board places reliance upon the skills and
expertise of the Manager and its track record over many years of making
successful investments in this segment of the market. In addition, the
Manager operates a formal and structured investment appraisal and review
process, which includes an Investment Committee, comprising investment
professionals from the Manager and at least one external investment
professional. The Manager also invites and takes account of comments
from non-executive Directors of the Company on investments discussed at
the Investment Committee meetings. Investments are actively and
regularly monitored by the Manager (investment managers normally sit on
portfolio company boards), including the level of diversification in the
portfolio, and the Board receives detailed reports on each investment as
part of the Manager's report at quarterly Board meetings.
2. Valuation risk
The Company's investment valuation methodology is reliant on the
accuracy and completeness of information that is issued by portfolio
companies. In particular, the Directors may not be aware of or take into
account certain events or circumstances which occur after the
information issued by such companies is reported.
As described in note 1 of the Financial Statements, the unquoted equity
investments, convertible loan stock and debt issued at a discount held
by the Company are designated at fair value through profit or loss and
valued in accordance with the International Private Equity and Venture
Capital Valuation Guidelines. These guidelines set out recommendations,
intended to represent current best practice on the valuation of venture
capital investments. These investments are valued on the basis of
forward looking estimates and judgements about the business itself, its
market and the environment in which it operates, together with the state
of the mergers and acquisitions market, stock market conditions and
other factors. In making these judgements the valuation takes into
account all known material facts up to the date of approval of the
Financial Statements by the Board. The sensitivity of these assumptions
are commented on further in notes 9 and 16 of the Annual Report and
Financial Statements for the year ended 30 June 2017. All other
unquoted loan stock is measured at amortised cost. The values of a
number of investments are also underpinned by independent third party
professional valuations.
3. VCT approval risk
The Company must comply with section 274 of the Income Tax Act 2007
which enables its investors to take advantage of tax relief on their
investment and on future returns. Breach of any of the rules enabling
the Company to hold VCT status could result in the loss of that status.
To reduce this risk, the Board has appointed the Manager, which has a
team with significant experience in venture capital trust management,
used to operating within the requirements of the venture capital trust
legislation. In addition, to provide further formal reassurance, the
Board has appointed Philip Hare & Associates LLP as its taxation adviser,
who report quarterly to the Board to independently confirm compliance
with the venture capital trust legislation, to highlight areas of risk
and to inform on changes in legislation. Each investment in a new
portfolio company is also pre-cleared with H.M. Revenue & Customs.
4. Regulatory and compliance risk
The Company is listed on The London Stock Exchange and is required to
comply with the rules of the UK Listing Authority, as well as with the
Companies Act, Accounting Standards and other legislation. Failure to
comply with these regulations could result in a delisting of the
Company's shares, or other penalties under the Companies Act or from
financial reporting oversight bodies.
Board members and the Manager have experience of operating at senior
levels within or advising quoted companies. In addition, the Board and
the Manager receive regular updates on new regulation from its auditor,
lawyers and other professional bodies. The Company is subject to
compliance checks through the Manager's Compliance Officer. The Manager
reports monthly to its Board on any issues arising from compliance or
regulation. These controls are also reviewed as part of the quarterly
Board meetings, and also as part of the review work undertaken by the
Manager's Compliance Officer. The report on controls is also evaluated
by the internal auditor.
5. Operational and internal control risk
The Company relies on a number of third parties, in particular the
Manager, for the provision of investment management and administrative
functions. Failures in key systems and controls within the Manager's
business could put assets of the Company at risk or result in reduced or
inaccurate information being passed to the Board or to shareholders.
The Company and its operations are subject to a series of rigorous
internal controls and review procedures exercised throughout the year.
The Audit and Risk Committee reviews the Internal Audit Reports prepared
by the Manager's internal auditor, PKF Littlejohn LLP. On an annual
basis, the Audit and Risk Committee chairman meets with the internal
audit partner to provide an opportunity to ask specific detailed
questions in order to satisfy itself that the Manager has strong systems
and controls in place including those in relation to business
continuity.
In addition, the Board regularly reviews the performance of the Manager,
to ensure they continue to have the necessary expertise and resources to
deliver the Company's investment objective and policies. The Manager
regularly reviews the performance of its key service providers and
reports its results to the Board. The Manager and other service
providers have also demonstrated to the Board that there is no undue
reliance placed upon any one individual within Albion Capital Group LLP.
6. Economic and political risk
Changes in economic conditions, including, for example, interest rates,
rates of inflation, industry conditions, competition, political and
diplomatic events and other factors could substantially and adversely
affect the Company's prospects in a number of ways.
The Company invests in a diversified portfolio of companies across a
number of industry sectors and in addition often invests a mixture of
equity and secured loan stock in portfolio companies and has a general
policy of not normally permitting any external bank borrowings within
portfolio companies.
At any given time, the Company has sufficient cash resources to meet its
operating requirements, including share buy-backs and follow on
investments.
7. Market value of Ordinary shares
The market value of Ordinary shares can fluctuate. The market value of
an Ordinary share, as well as being affected by its net asset value and
prospective net asset value, also takes into account its dividend yield
and prevailing interest rates. As such, the market value of an Ordinary
share may vary considerably from its underlying net asset value. The
market prices of shares in quoted investment companies can, therefore,
be at a discount or premium to the net asset value at different times,
depending on supply and demand, market conditions, general investor
sentiment and other factors. Accordingly the market price of the
Ordinary shares may not fully reflect their underlying net asset value.
The Company operates a share buy-back policy, which is designed to limit
the discount at which the Ordinary shares trade to around 5 per cent. to
net asset value, by providing a purchaser through the Company in absence
of market purchasers. From time to time buy-backs cannot be applied,
for example when the Company is subject to a close period, or if it were
to exhaust its buy-back authorities, which are renewed each year.
New Ordinary shares are issued at sufficient premium to net asset value
to cover the costs of issue and to avoid net asset value dilution to
existing investors.
13. Other information
The information set out in the Half-yearly Financial Report does not
constitute the Group's statutory accounts within the terms of section
434 of the Companies Act 2006 for the periods ended 31 December 2017 and
31 December 2016 and is unaudited. The financial information for the
year ended 30 June 2017 does not constitute statutory accounts within
the terms of section 434 of the Companies Act 2006 and is derived from
the statutory accounts for the financial year, which have been delivered
to the Registrar of Companies. The Auditor's report on those accounts
was unqualified and did not contain statements under s498 (2) or (3) of
the Companies Act 2006.
14. Publication
This Half-yearly Financial Report is being sent to shareholders and
copies will be made available to the public at the registered office of
the Company, Companies House, the National Storage Mechanism and also
electronically at www.albion.capital/funds/CRWN.
Shareholder returns for CP1 VCT PLC (previously Murray VCT PLC) and CP2
VCT PLC (previously Murray VCT 2 PLC) (unaudited)
Proforma (i) Proforma (i)
Murray VCT PLC Murray VCT 2 PLC
(pence per share) (pence per share)
Shareholder return from launch to April 2005 (date
that Albion Capital was appointed investment manager):
Total dividends paid to 6 April 2005 (ii) 30.36 30.91
Decrease in net asset value (69.90) (64.50)
Total shareholder return to 6 April 2005 (39.54) (33.59)
Shareholder return from April 2005 to 31 December
2017:
Total dividends paid 21.49 25.51
Decrease in net asset value (7.71) (8.72)
Total shareholder return from April 2005 to 31 December
2017 13.78 16.79
Shareholder value since launch:
Total dividends paid to 31 December 2017 (ii) 51.85 56.42
Net asset value as at 31 December 2017 22.39 26.78
Total shareholder value as at 31 December 2017 74.24 83.20
Current dividend objective:
Pence per share (per annum) 1.42 1.70
Dividend yield on net asset value as at 31 December
2017 6.4% 6.4%
Notes
1. The proforma shareholder returns presented above are based on the
dividends paid to shareholders before the merger and the pro-rata net
asset value per share and pro-rata dividends per share paid to 31
December 2017 since the merger. This pro-forma is based upon the
proportion of shares received by Murray VCT PLC (since renamed CP1 VCT
PLC) and Murray VCT 2 PLC (since renamed CP2 VCT PLC) shareholders at the
time of the merger with Crown Place VCT PLC on 13 January 2006.
2. Prior to 6 April 1999, venture capital trusts were able to add 20 per
cent. to dividends and figures for the period up until 6 April 1999 are
included at the gross equivalent rate actually paid to shareholders.
Investment portfolio by sector (PDF):
http://hugin.info/141806/R/2171677/836867.pdf
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq 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: Crown Place VCT PLC via Globenewswire
http://www.closeventures.co.uk
(END) Dow Jones Newswires
February 27, 2018 08:48 ET (13:48 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.
1 Year Crown Place Vct Chart |
1 Month Crown Place Vct 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
