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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Downing P.E.7 | LSE:DPV7 | London | Ordinary Share | GB00B1NB0J51 | ORD 0.1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 56.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMDPV7 DOWNING PLANNED EXIT VCT 7 PLC HALF YEARLY REPORT FOR THE SIX MONTHS ENDED 31 JULY 2013 Performance summary 31 Jul 31 Jan 31 Jul 2013 2013 2012 pence pence pence Net asset value per Ordinary Share 64.80 68.20 70.20 Net asset value per 'A' Share n/a n/a 0.10 Cumulative distributions per Ordinary Share 13.75 9.75 9.75 Total return per Ordinary Share and 'A' Share 78.55 77.95 80.05 CHAIRMAN'S STATEMENT I present the Company's Half-Yearly Report for the six month period ended 31 July 2013. There has been a relatively low level of investment activity during the six months, although, towards the end of the period, some progress has been made in realising investments as the Company works towards returning funds to those Shareholders that did not participate in the Share Realisation and Reinvestment Programme ("SRRP"). Venture capital investments At the period end, the Company held a portfolio comprising 11 investments with a total value of GBP3.9 million. There were four disposals in the period which produced total proceeds of GBP1.5 million and gains of GBP94,000. The most significant disposal was Crossco (1135) Limited, which owns and operates a number of children's nurseries as part of the larger Complete Childcare group, along with a related company, Brunswick Associates Limited. A total gain against original cost of GBP127,000 was recognised. Consideration was mostly received in cash although a small portion was deferred in the form of loan notes in Mobius Two Limited, which has been treated as a new investment. There was also a partial exit from Gatewales Limited producing proceeds of GBP508,000. The partial exit relates to a previous investment, West Tower Holdings Limited, which underwent a reorganisation and was absorbed into Gatewales. There was one valuation movement in the period, which was a full provision of GBP126,000 against the remaining value of Coast Constructors Limited. The company has built an apartment and hotel complex in Devon. Sales of the units are progressing slowly and prior ranking debt may now result in there being no or, at best, little return on our investment. Net asset value and results At 31 July 2013, the net asset value ("NAV") per Ordinary Share stood at 64.8p. This is an increase of 0.6p per share (0.9%) since the year end of 31 January 2013 (after adjusting for the 4.0p dividend paid during the period). Total Return per Ordinary Share (NAV plus dividends paid to date) is 78.55p at 31 July 2013 compared to the original cost, net of income tax relief, of approximately 70p per share. The profit on ordinary activities after taxation for the period, as set out in the Income Statement, was GBP50,000 comprising a revenue profit of GBP82,000 and a capital loss of GBP32,000. In line with the Company's policy, no interim dividend will be paid. Return of capital The Company now effectively has two different groups of Shareholders; those wishing to exit at the earliest stage ("Exiting Shareholders") and those who are planning to stay invested until 2018 by virtue of participating in the SRRP ("Continuing Shareholders"). The mechanism for returning funds to Exiting Shareholders will be by way of tender offers. There are currently good prospects for two further realisations or part realisations. Once the outcome of these becomes clear, the Company will start planning the first tender offer. We expect this to take place early in 2014. It is not expected to be a complete exit for the Exiting Shareholders but it should represent a significant portion of the value of their shares. The tender offer will be undertaken at a price equal to net asset value i.e. at no discount. Full details of the proposed tender offer will, of course, be sent to all Shareholders at the appropriate time. Share buybacks As the Company is now seeking to return funds to Exiting Shareholders in an orderly manner, it is unlikely that the Company will make any market purchases of its own shares at the current time. The Board wishes to set aside all available cash from investment realisations to be used to return funds to Exiting Shareholders by way of tender offers. Outlook Over the remainder of the year, the Manager will continue to seek further realisation opportunities to enable more funds to be returned to Exiting Shareholders. Although there are some reasonable prospects, it is clear that the whole task will take some time to complete. Performance now appears to be more stable than it has been for some time. Although it is not without risk, there is potential for capital growth from which the Continuing Shareholders are expected to benefit most. Following the first tender offer, the size of the Company is likely to reduce significantly and, as a result, running costs, of which there is a sizeable fixed element, could become disproportionately high. In order to address this, the Board is considering possible plans for merging the Company with one or more other VCTs. The Company will, of course, let Shareholders have full details as soon as there is any firm news of this or with the plans for the first tender offer. Hugh Gillespie Chairman SUMMARY OF INVESTMENT PORTFOLIO as at 31 July 2013 Unrealised % of loss portfolio Cost Valuation in period by value GBP'000 GBP'000 GBP'000 Qualifying investments Cadbury House Holdings Limited 1,300 1,417 - 24.9% Hoole Hall Country Club Holdings Limited 750 817 - 14.3% Hoole Hall Spa and Leisure Club Limited 563 613 - 10.8% The Thames Club Limited 1,075 350 - 6.1% Gatewales Limited 242 242 - 4.2% Coast Constructors Limited 933 - (126) 0.0% 4,933 3,439 (126) 60.3% Non-qualifying investments Snow Hill Developments LLP 250 250 - 4.4% Moebius Two Limited 158 158 - 2.8% Fenkle Street LLP 38 38 - 0.7% Vermont Developments Limited 451 25 - 0.4% Aminghurst Limited 207 - - 0.0% The Thames Club Limited 50 - - 0.0% 1,154 471 - 8.3% Total 6,087 3,910 (126) 68.6% Cash at bank and in hand 1,788 31.4% Total investments 5,698 100.0% SUMMARY OF INVESTMENT MOVEMENTS for the six months ended 31 July 2013 Additions Non-qualifying investments GBP'000 Moebius Two Limited 158 158 Disposals Total Market realised value at Gain gain in Cost 01/02/13* Proceeds vs. cost period GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Qualifying investments Crossco (1135) Limited - Kingsclere Nurseries 665 752 792 127 40 Gatewales Limited 438 508 508 70 - 1,173 1,260 1,300 197 40 Non-qualifying investments Brunswick Associates Limited - - 30 30 30 The Meredith Pub Group Limited 120 120 144 24 24 120 120 174 54 54 1,293 1,380 1,474 251 94 * Adjusted for purchases in the year UNAUDITED SUMMARISED BALANCE SHEET as at 31 July 2013 31 Jul 31 Jul 31 Jan 2013 2012 2013 GBP'000 GBP'000 GBP'000 Fixed assets Investments 3,910 5,418 5,260 Current assets Debtors 197 326 219 Cash at bank and in hand 1,788 714 765 1,985 1,040 984 Creditors: amounts falling due within one year (90) (105) (131) Net current assets 1,895 935 853 Net assets 5,805 6,353 6,113 Capital and reserves Called up Ordinary Share Capital 9 23 9 Deferred shares 17 3 17 Capital redemption reserve 4 - 4 Share premium 2,823 - 2,823 Special reserve 5,048 8,163 5,224 Revenue reserve 261 304 179 Revaluation reserve (2,507) (2,290) (2,293) Capital reserve - realised 150 150 150 Equity shareholders' funds 5,805 6,353 6,113 Net asset value per Ordinary Share 64.8p 70.2p 68.2p UNAUDITED INCOME STATEMENT for the six months ended 31 July 2013 Year ended Six months ended31 Jul Six months ended31 Jul 31 Jan 2013 2012 2013 Revenue Capital Total Revenue Capital Total Total GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Income 232 - 232 289 - 289 267 Gains/(losses) on investments - realised - 94 94 - - - - - unrealised - (126) (126) - (506) (506) (631) 232 (32) 200 289 (506) (217) (364) Investment management fees (15) - (15) (28) - (28) (68) Other expenses (109) - (109) (71) - (71) (165) Return/(loss) on ordinary activities before taxation 108 (32) 76 190 (506) (316) (597) Taxation (26) - (26) (46) - (46) (15) Return/(loss) attributable to equity shareholders 82 (32) 50 144 (506) (362) (612) Return per Ordinary Share 1.0p (0.4p) 0.6p 1.5p (5.5p) (4.0p) (6.7p) A Statement of Total Recognised Gains and Losses has not been prepared as all gains and losses are recognised in the Income Statement as noted above. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS for the six months ended 31 July 2013 31 Jul 31 Jul 31 Jan 2013 2012 2013 GBP'000 GBP'000 GBP'000 Opening Shareholders' funds 6,113 6,896 6,896 Purchase of own shares - - (2,817) Proceeds from share issue - - 2,827 Dividends paid (358) (181) (181) Total recognised gains/(losses) for the period 50 (362) (612) Closing Shareholders' funds 5,805 6,353 6,113 UNAUDITED CASH FLOW STATEMENT for the six months ended 31 July 2013 Six Six months months Year ended ended ended 31 Jul 31 Jul 31 Jan 2013 2012 2013 Note GBP'000 GBP'000 GBP'000 Cash inflow from operating activities and returns on investments 1 65 69 107 Taxation Corporation tax paid - - (5) Capital expenditure Purchase of investments (158) (25) (50) Proceeds from sale of investments 1,474 486 544 Net cash inflow from capital expenditure 1,316 461 494 Equity dividends paid (358) (181) (181) Net cash inflow before financing 1,023 349 415 Financing Repurchase of own shares - - (2,817) Proceeds from share issue - - 2,802 Net cash outflow from financing - - (15) Increase in cash 2 1,023 349 400 Notes to the cash flow statement: 1Cash inflow from operating activities and returns on investments Net revenue before taxation 76 (316) (597) Losses on investments 32 506 631 (Increase)/decrease in other debtors 23 (100) 31 (Decrease)/increase in other creditors (49) (16) 33 (Decrease)/increase in amounts due to subsidiary undertaking (17) (5) 9 Net cash inflow from operating activities 65 69 107 2Analysis of net funds Beginning of period 765 365 365 Net cash inflow 1,023 349 400 End of period 1,788 714 765 NOTES TO THE UNAUDITED FINANCIAL STATEMENTS 1. The unaudited half-yearly results cover the six months to 31 July 2013 and have been prepared in accordance with the accounting policies set out in the statutory accounts for the year ended 31 January 2013 which were prepared under UK Generally Accepted Accounting Practice ("UK GAAP") and in accordance with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies" revised January 2009 ("SORP"). 2. All revenue and capital items in the Income Statement derive from continuing operations. 3. The Company has only one class of business and derives its income from investments made in shares, securities and bank deposits. 4. Net asset value per share has been calculated on 8,959,484 Ordinary Shares, being the shares in issue at the period end. 5. Return per share for the period has been calculated on 8,959,484 Ordinary Shares, being the weighted average number of shares in issue during the period. 6. Dividends 31 Jul 2013 31 Jan 2013 Revenue Capital Total Total GBP'000 GBP'000 GBP'000 GBP'000 Paid in year 2013 Final - 358 358 181 7. Reserves Capital Capital redemption Special Revenue Revaluation reserve reserve reserve reserve reserve - realised GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 At 1 February 2013 4 5,224 179 (2,293) 150 Purchase of own shares - - - - - Net (loss)/gains on investments - - - (126) 94 Transfer between reserves - 182 - (88) (94) Dividends paid - (358) - - - Retained net revenue - - 82 - - At 31 July 2013 4 5,048 261 (2,507) 150 The Special reserve, Capital reserve - realised and Revenue reserve are all distributable reserves. Revaluation reserve includes losses of GBP2,341,000 which are included in the calculation of distributable reserves. Total distributable reserves at 31 July 2013 were GBP3,118,000. 8. The Directors confirm that, to the best of their knowledge, the half-yearly financial statements have been prepared in accordance with the "Statement: Half-Yearly Financial Reports" issued by the UK Accounting Standards Board and the half-yearly financial report includes a fair review of the information required by: a) DTR 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 b) DTR 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 entity during that period, and any changes in the related party transactions described in the last annual report that could do so. 9. Risks and uncertainties The Board has reviewed the principal risks and uncertainties facing the Company over the remainder of the financial period and concluded that the key risks are: * investment risk associated with investing in small and immature businesses; and * failure to maintain approval as a VCT. In both cases the Board is satisfied with the Company's approach to these risks. The strategy of, where possible, taking charges over assets to secure its investments helps to limit any potential losses which could arise from the failure of an investee business. The Company continually monitors its compliance with the VCT regulations and retains PricewaterhouseCoopers to provide regular reviews and advice in this area. The Board considers that this approach reduces the risk of a breach of the VCT regulations to a minimal level. 10. Going concern The Directors have reviewed the Company's financial resources at the period end and concluded that the Company is well placed to manage its business risks. 11. The Board confirms that it is satisfied that the Company has adequate resources to continue in business for the foreseeable future. For this reason, the Board believes that the Company continues to be a going concern and that it is appropriate to apply the going concern basis in preparing the financial statements. 12. The unaudited condensed financial statements set out herein do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006 and have not been delivered to the Registrar of Companies. The figures for the year ended 31 January 2013 have been extracted from the financial statements for that year, which have been delivered to the Registrar of Companies; the auditors' report on those financial statements was unqualified. 13. Copies of the unaudited half-yearly results will be sent to Shareholders shortly. Further copies can be obtained from the Company's registered office and will be available for download from www.downing.co.uk. This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Downing Planned Exit VCT 7 PLC via Thomson Reuters ONE HUG#1732090
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