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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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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 |
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0 | 0 | N/A | 0 |
TIDMDPV7 Downing Planned Exit VCT 7 plc Final results for the year ended 31 January 2014 31 Jan 31 Jan Performance summary 2014 2013 Pence Pence Net asset value per share 63.10 68.20 Cumulative distributions per share 13.75 9.75 Total return per share 76.85 77.95 CHAIRMAN'S STATEMENT Introduction I present the Company's Annual Report and Accounts for the year ended 31 January 2014. Following the Share Realisation and Reinvestment Programme ("SRRP") that completed in 2013, the Board has managed the Company with two groups of shareholders in mind; those shareholders that have effectively committed to stay invested in the Company until at least 2017 and those that wish to exit at the earliest opportunity ("Exiting Shareholders"). During the year, there were a number of investment realisations which allowed the Company to undertake its first tender offer to return funds to Exiting Shareholders. Net asset value and results The net asset value per Ordinary Share ("NAV") at 31 January 2014 stood at 63.1p. This represents a decrease of 1.1p (1.6%) over the year (after adjusting for the dividends of 4.0p per share paid during the year). The loss on activities after taxation for the year was GBP69,000 (2013: GBP612,000) comprising a revenue profit of GBP2,000 (2013: GBP19,000) and a capital loss of GBP71,000 (2013: GBP631,000). Portfolio activity and investment valuations During the year the Company achieved four main investment realisations, generating proceeds of GBP2.2 million and realised gains of GBP124,000. In respect of the remaining portfolio, the Board undertook a review of the investments at the year end and made two valuation adjustments. The prospects of a recovery of value from Coast Constructors Limited appears to be fading and the Board decided it prudent to make a full provision of GBP125,000 against the investment. The other adjustment was a provision of GBP70,000 against the investment in The Thames Club Limited, where progress has continued to be slow and the business suffered further disruption from flooding at the start of 2014. Net unrealised losses therefore stood at GBP195,000 for the year. Dividends In line with the intention set out in the documentation issued with the SRRP, a final dividend of 4.0p per share is proposed to be paid on 25 July 2014 to Shareholders on the register at the close of business on 20 June 2014. Tender Offer Using the proceeds from the realisations noted above, the Company launched a tender offer in December in order to return funds to those Shareholders seeking an exit at the earliest opportunity. The tender offer was fully subscribed with 2,884,445 shares being acquired at a price of 63.82p per share and all applications being fulfilled in full. The Board is conscious that some Shareholders that had been expected to tender shares (by virtue of not participating in the SRRP) did not do so. The Board will therefore give consideration to undertaking a further tender offer in due course when further realisations have been achieved. The Board will also consider undertaking a small level of share buybacks in the market, subject to the Company continuing to hold a satisfactory level of liquid funds. The Board anticipates that any such purchases will, subject to Listing Rules, be undertaken at a small discount to net asset value. Annual General Meeting The Company's seventh Annual General Meeting ("AGM") will be held at Downing LLP, Fifth Floor, Ergon House, Horseferry Road, London, SW1P 2AL at 11.05 a.m. on 23 July 2014. One item of special business is proposed at the AGM in respect of the authority to buy in shares as noted above. Outlook The Company now holds a portfolio with much of the value concentrated in the investments in Hoole Hall and Cadbury House. The underlying businesses of these investments are performing satisfactorily, although the market for these type of assets currently remains limited. As the general economy recovers, we may see the market strengthen and provide the prospect of some capital growth before an exit is ultimately sought. Following the tender offer, the Company now has net assets of less than GBP4 million. As the size of the VCT decreases further, the burden of the fixed running costs will increase. The Manager currently provides a cap on running costs at 2.9% of net assets per annum so Shareholders have some protection against costs increasing excessively. However, the Board believes that a merger with one or more other VCTs may provide some healthy benefits to Shareholders and is investigating what options might be available. Should there be any firm news of any such proposals, I will communicate with Shareholders at that time. Hugh Gillespie Chairman INVESTMENT MANAGER'S REPORT Introduction The Company has worked through the year to realise investments in order to return funds to those Shareholders that currently wish to exit. Reasonable progress has been made to this end although further realisations are being sought. A fair proportion of remaining portfolio is expected to be held longer term in respect of those Shareholders that participated in the Share Realisation and Reinvestment Scheme who are effectively committed to hold their investment until at least 2017. Investment activity The Company began the year with GBP5.3m of investments and ended the year with GBP3.2m spread across a portfolio of 11 investments. During the year, the Company made no new investments and generated divestment proceeds of GBP2.2m. One investment underwent a reorganisation with Moebius Two Limited effectively taking over the activities of Crossco (1135) Limited, generating proceeds of GBP793,000 for the Company as part of the transaction. The portfolio returned income of GBP244,000 (2013: GBP267,000) in the year and a net revenue return of GBP2,000 (2013: GBP19,000) after expenses and tax; (or 0.1p) return per share. This return was reduced by a GBP71,000 (2013: GBP631,000) capital loss (or 0.8p per share) owing to the decrease in value of two investments whose performance was below expectations. The resulting total loss of 0.8p per share (2013: 6.7p) for the year (based on average shares in issue during the year). Portfolio valuation Whilst the majority of the portfolio performed in line with expectations, the net GBP195,000 valuation reduction in the year arose on two investments: GBP125,000 in Coast Constructors Limited and GBP70,000 in The Thames Club Limited. A further decrease in value of GBP125,000 in Coast Constructors Limited was made during the year. Coast Constructors has completed the building of a hotel and apartment complex near Salcombe in South Devon. The construction was plagued by delays and significant cost overruns, resulting in the original management team being removed from the project and replaced with a more experienced developer. Whilst sales of the units of property have now begun, it is unlikely that any significant recovery will be made as third party funding has had to be brought in which ranks ahead of this investment. Although there is still the possibility of some recovery, the value of the investment has prudently been reduced to nil. The investment in The Thames Club Limited was written down by GBP70,000 at the year end following disappointing 2013 trading results which were below budget. A new management team was appointed last year and has been working hard to increase membership numbers at the club whilst keeping a tight control on costs. Whilst the business is considerably behind plan, we believe that it is making progress and has the potential to recover some of the lost ground over time. Outlook Over the coming year, we will be seeking to realise further funds from the portfolio to allow the remainder of Shareholders that are expected to wish to exit to do so. The Company will then be left with the core of investments that are likely to be held longer term. We will continue to work closely with each of the remaining portfolio companies to try to ensure that the growth potential which some of the investments exhibit is fulfilled. Downing Managers 7 Limited Portfolio of investments The following investments, all of which are incorporated in England and Wales, were held at 31 January 2014: Valuation movement % of Cost Valuation in year portfolio GBP'000 GBP'000 GBP'000 Qualifying investments Hoole Hall Country Club Holdings Limited 750 818 - 21.8% Cadbury House Holdings Limited 654 771 - 20.5% Hoole Hall Spa and Leisure Club Limited 563 613 - 16.3% The Thames Club Limited* 1,125 280 (70) 7.5% Gatewales Limited 242 242 - 6.4% Coast Constructors Limited 933 - (125) 0.0% 4,267 2,724 (195) 72.5% Non-qualifying investments Snow Hill Developments LLP 250 250 - 6.7% Moebius Two Limited 127 127 - 3.4% Fenkle Street LLP 38 38 - 1.0% Vermont Developments Limited 451 25 - 0.7% Aminghurst Limited 207 - - 0.0% 1,073 440 - 11.8% Total 5,340 3,164 (195) 84.3% Cash at bank and in hand 592 15.7% Total investments 3,756 100.0% * non-qualifying investment Investment movements for the year ended 31 January 2014 ADDITIONS GBP'000 Non-qualifying investments Moebius Two Limited 157 DISPOSALS Realised Valuation Gain at Gain in the Cost 01/02/13** Proceeds vs. cost year GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Qualifying investments Crossco (1135) Limited - Kingsclere Nurseries 665 753 793 128 40 Cadbury House Holdings Limited 647 647 647 - - Gatewales Limited 438 508 508 70 - 1,750 1,908 1,948 198 40 Non-qualifying investments The Meredith Pub Group Limited 120 120 144 24 24 Moebius Two Limited 30 30 60 30 30 Brunswick Associates Limited - - 30 30 30 150 150 234 84 84 1,900 2,058 2,182 282 124 * non-qualifying investment ** adjusted for purchases in the year Directors' responsibilities statement The Directors are responsible for preparing the Report of the Directors, the Directors' Remuneration Report and the financial statements in accordance with applicable law and regulations. They are also responsible for ensuring that the Annual Report includes information required by the Listing Rules of the Financial Conduct Authority. Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom accounting standards and applicable law). Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements the Directors are required to: * select suitable accounting policies and then apply them consistently; * make judgements and accounting estimates that are reasonable and prudent; * state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and * prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions, to disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. In addition, each of the Directors considers that the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company's performance, business model and strategy. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Manager's website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements and other information included in annual reports may differ from legislation in other jurisdictions. Directors' statement pursuant to the Disclosure Rules and Transparency Rules Each of the Directors confirms that, to the best of each person's knowledge: the financial statements, which have been prepared in accordance with UK Generally Accepted Accounting Practice, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and the management report included within the Report of the Directors, Chairman's Statement, Investment Manager's Report and Review of Investments includes a fair review of the development and performance of the business and the position of the company together with a description of the principal risks and uncertainties that it faces. By order of the Board Grant Whitehouse Company Secretary of Downing Planned Exit VCT 7 plc INCOME STATEMENT for the year ended 31 January 2014 2014 2013 Revenue Capital Total Revenue Capital Total GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Income 244 - 244 267 - 267 Net loss on investments - (71) (71) - (631) (631) 244 (71) 173 267 (631) (364) Investment management fees (31) - (31) (68) - (68) Other expenses (208) - (208) (165) - (165) Return/(loss) on ordinary activities before tax 5 (71) (66) 34 (631) (597) Tax on ordinary activities (3) - (3) (15) - (15) Return/(loss) attributable to equity shareholders 2 (71) (69) 19 (631) (612) Basic and diluted (loss)/return per Ordinary Share 0.0p (0.8p) (0.8p) 0.2p (6.9p) (6.7p) All Revenue and Capital items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year. The total column within the Income Statement represents the profit and loss account of the Company. A Statement of Total Recognised Gains and Losses has not been prepared as all gains and losses are recognised in the Income Statement noted above. Other than revaluation movements arising on investments held at fair value through profit and loss, there were no differences between the return/loss as stated above and at historical cost. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS 2014 2013 GBP'000 GBP'000 Opening Shareholders' funds 6,113 6,896 Purchase of shares (through tender offer for current year) (1,851) (2,817) Proceeds from share issue - 2,827 Total recognised gains/(losses) for the year (69) (612) Dividends paid (358) (181) Closing Shareholders' funds 3,835 6,113 BALANCE SHEET as at 31 January 2014 2014 2013 (as restated*) GBP'000 GBP'000 GBP'000 GBP'000 Fixed assets Investments 3,164 5,260 Current assets Debtors 163 219 Cash at bank and in hand 592 765 755 984 Creditors: amounts falling due within one year (84) (131) Net current assets 671 853 Net assets 3,835 6,113 Capital and reserves Called up Ordinary Share capital 6 9 Deferred Share capital 17 17 Capital redemption reserve 7 4 Share premium account 1,126 1,126 Special reserve 4,670 6,921 Revaluation reserve (1,243) (2,293) Capital reserve - realised (929) 150 Revenue reserve 181 179 Total equity shareholders' funds 3,835 6,113 Basic and diluted net asset value per 63.1p 68.2p Ordinary Share CASH FLOW STATEMENT for the year ended 31 January 2014 2014 2013 GBP'000 GBP'000 Net cash inflow from operating activities 24 107 Taxation Corporation tax paid (13) (5) Capital expenditure Purchase of investments (157) (50) Proceeds from disposal of investments 2,182 544 Net cash inflow from capital expenditure 2,025 494 Equity dividends paid (358) (181) Net cash inflow before financing 1,678 415 Financing Purchase of own shares - (2,817) Purchase of own shares through tender offer (1,851) - Proceeds from share issue - 2,802 Net cash outflow from financing (1,851) (15) (Decrease)/increase in cash (173) 400 NOTES 1. Accounting policies Basis of accounting The Company has prepared its financial statements under UK Generally Accepted Accounting Practice and in accordance with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" revised January 2009 ("SORP"). The financial statements are prepared under the historical cost convention except for certain financial instruments measured at fair value and on the basis that it is not necessary to prepare consolidated accounts. The Company implements new Financial Reporting Standards issued by the Financial Reporting Council when required. Presentation of Income Statement In order to better reflect the activities of a venture capital trust, and in accordance with the SORP, supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement. The revenue return is the measure the Directors believe appropriate in assessing the Company's compliance with certain requirements set out in Part 6 of the Income Tax Act 2007. Comparative figures The comparative figures have been restated to reflect a prior year adjustment to the reserves. Investments All investments are designated as "fair value through profit or loss" assets due to investments being managed and performance evaluated on a fair value basis. A financial asset is designated within this category if it is both acquired and managed on a fair value basis, with a view to selling after a period of time, in accordance with the Company's documented investment policy. The fair value of an investment upon acquisition is deemed to be cost. Thereafter, investments are measured at fair value in accordance with the International Private Equity and Venture Capital Valuation Guidelines ("IPEV") together with FRS 26. For unquoted investments, fair value is established using the IPEV guidelines. The valuation methodologies for unquoted entities used by the IPEV to ascertain the fair value of an investment are as follows: * Price of recent investment; * Multiples; * Net assets; * Discounted cash flows or earnings (of underlying business); * Discounted cash flows (from the investment); and * Industry valuation benchmarks. The methodology applied takes account of the nature, facts and circumstances of the individual investment and uses reasonable data, market inputs, assumptions and estimates in order to ascertain fair value. Gains and losses arising from changes in fair value are included in the Income Statement for the year as a capital item and transaction costs on acquisition or disposal of the investment are expensed. Where an investee company has gone into receivership, liquidation or administration (where there is little likelihood of recovery), the loss on the investment, although not physically disposed of, is treated as being realised. It is not the Company's policy to exercise significant influence over investee companies. Therefore, the results of these companies are not incorporated into the Income Statement except to the extent of any income accrued. This is in accordance with the SORP, which does not require portfolio investments to be accounted for using the equity method of accounting. Income Dividend income from investments is recognised when the Shareholders' rights to receive payment has been established, normally the ex-dividend date. Interest income is accrued on a time apportionment basis, by reference to the principal sum outstanding and at the effective interest rate applicable and only where there is reasonable certainty of collection. Expenses All expenses are accounted for on an accruals basis. In respect of the analysis between revenue and capital items presented within the Income Statement, all expenses have been presented as revenue items except as follows: Expenses which are incidental to the disposal of an investment are deducted from the disposal proceeds of the investment. Expenses are split and presented partly as capital items where a connection with the maintenance or enhancement of the value of the investments held can be demonstrated. The Company has adopted a policy of charging 100% of the investment manager's fees to the revenue account. Taxation The tax effects on different items in the Income Statement are allocated between capital and revenue on the same basis as the particular item to which they relate, using the Company's effective rate of tax for the accounting period. Due to the Company's status as a Venture Capital Trust and the continued intention to meet the conditions required to comply with Part 6 of the Income Tax Act 2007, no provision for taxation is required in respect of any realised or unrealised appreciation of the Company's investments which arises. Deferred taxation, which is not discounted, is provided in full on timing differences 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. Timing differences 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 accounts. Other debtors, other creditors and loan notes Other debtors (including accrued income), other creditors and loan notes (other than those held as part of the investment portfolio) are included within the accounts at amortised cost. 2. Basic and diluted return per share Weighted average Revenue Capital number of shares in issue return loss Return per share is calculated on the following: GBP'000 GBP'000 Year ended 31 January 2014 Ordinary Shares 6,075,039 2 (71) Year ended 31 January 2013 Ordinary Shares 9,031,024 19 (631) As the Company has not issued any convertible securities or share options, there is no dilutive effect on the return per Ordinary Share. The return per share disclosed therefore represents both basic and diluted return per Ordinary Share. 3. Basic and diluted net asset value per share 2014 2013 Shares in issue Net asset value Net asset value Pence per Pence per 2013 2012 share GBP'000 share GBP'000 Ordinary Shares 6,075,039 8,959,484 63.1 3,835 68.2 6,113 As the Company has not issued any convertible shares or share options, there is no dilutive net asset value per Ordinary Share. The net asset value per share disclosed therefore represents both the basic and diluted return per Ordinary Share. 4. Principal Risks The Company's investment activities expose the Company to a number of risks associated with financial instruments and the sectors in which the Company invests. The principal financial risks arising from the Company's operations are: Investment risks Credit risk Liquidity risk The Board regularly reviews these risks and the policies in place for managing them. There have been no significant changes to the nature of the risks that the Company is exposed to over the year and there have also been no significant changes to the policies for managing those risks during the year. The risk management policies used by the Company in respect of the principal financial risks and a review of the financial instruments held at the year end are provided below: Investment risks As a VCT, the Company is exposed to investment risks in the form of potential losses and gains that may arise on the investments it holds in accordance with its investment policy. The management of these market risks is a fundamental part of investment activities undertaken by the Investment Manager and overseen by the Board. The Manager monitors investments through regular contact with management of investee companies, regular review of management accounts and other financial information and attendance at investee company board meetings. This enables the Manager to manage the investment risk in respect of individual investments. Investment risk is also mitigated by holding a diversified portfolio spread across various business sectors and asset classes. The key market risks to which the Company is exposed are: Investment price risk Interest rate risk Investment price risk Investment price risk arises from uncertainty about the future prices and valuations of financial instruments held in accordance with the Company's investment objectives. It represents the potential loss that the Company might suffer through changes in the fair value of unquoted investments that it holds. At 31 January 2014, the unquoted portfolio was valued at GBP3,164,000. Interest rate risk The Company accepts exposure to interest rate risk on floating-rate financial assets through the effect of changes in prevailing interest rates. The Company receives interest on its cash deposits at a rate agreed with its bankers. Investments in loan stock attract interest predominately at fixed rates. A summary of the interest rate profile of the Company's investments is shown below. There are three categories in respect of interest which are attributable to the financial instruments held by the Company as follows: "Fixed rate" assets represent investments with predetermined yield targets and comprise certain loan note investments and Preference Shares; "Floating rate" assets predominantly bear interest at rates linked to Bank of England base rate or LIBOR and comprise cash at bank and liquidity fund investments and certain loan note investments; and "No interest rate" assets do not attract interest and comprise equity investments, certain loan note investments, loans and receivables (excluding cash at bank) and other financial liabilities. The Company monitors the level of income received from fixed and floating rate assets and, if appropriate, may make adjustments to the allocation between the categories, in particular, should this be required to ensure compliance with the VCT regulations. It is estimated that an increase of 1% in interest rates would have increased total return before taxation for the year by GBP2,000. As the Bank of England base rate stood at 0.5% per annum throughout the year, it is not believed that a reduction from this level is likely. Credit risk Credit risk is the risk that the counterparty to a financial instrument is unable to discharge a commitment to the Company made under that instrument. The Company is exposed to credit risk through its holdings of loan stock in investee companies, investments in liquidity funds, cash deposits and debtors. The Manager manages credit risk in respect of loan stock with a similar approach as described under "Investment risks" above. In addition the credit risk is partially mitigated by registering floating charges over the assets of certain investee companies. The strength of this security in each case is dependent on the nature of the investee company's business and its identifiable assets. The management of credit risk associated interest, dividends and other receivables is covered within the investment management procedures. The level of security is a key means of managing credit risk. Cash is held by Bank of Scotland plc and Royal Bank of Scotland plc, both of which are A-rated financial institutions and both also ultimately part-owned by the UK Government. Consequently, the Directors consider that the credit risk associated with cash deposits is low. There have been no changes in fair value during the year that are directly attributable to changes in credit risk. Liquidity risk Liquidity risk is the risk that the Company encounters difficulties in meeting obligations associated with its financial liabilities. Liquidity risk may also arise from either the inability to sell financial instruments when required at their fair values or from the inability to generate cash inflows as required. As the Company has a relatively low level of creditors, being GBP84,000 (2013: GBP131,000) and has no borrowings, the Board believes that the Company's exposure to liquidity risk is low. The Company always holds sufficient levels of funds as cash in order to meet expenses and other cash outflows as they arise. For these reasons the Board believes that the Company's exposure to liquidity risk is minimal. The Company's liquidity risk is managed by the Investment Manager in line with guidance agreed with the Board and is reviewed by the Board at regular intervals. 5. Related party transactions Downing Managers 7 Limited ("DM7"), a wholly owned subsidiary, is the Company's Investment Manager. Details of the agreement with DM7 are included in note 3. During the year ended 31 January 2014, GBP31,000 (2013: GBP68,000) was payable to DM7. Additionally, DM7 provides accounting, secretarial and administrative services for an annual fee of GBP40,000 (plus RPI) per annum. During the year ended 31 January 2014, GBP49,000, (2013: GBP47,000) was due in respect of administration fees. At the year end, a balance of GBP23,000 (2013: GBP39,000) was due to DM7. ANNOUNCEMENT BASED ON AUDITED ACCOUNTS The financial information set out in this announcement does not constitute the Company's statutory financial statements in accordance with section 434 Companies Act 2006 for the year ended 31 January 2014, but has been extracted from the statutory financial statements for the year ended 31 January 2014 which were approved by the Board of Directors on 22 May 2014 and will be delivered to the Registrar of Companies. The Independent Auditor's Report on those financial statements was unqualified and did not contain any emphasis of matter nor statements under s 498(2) and (3) of the Companies Act 2006. The statutory accounts for the year ended 31 January 2013 have been delivered to the Registrar of Companies and received an Independent Auditors report which was unqualified and did not contain any emphasis of matter nor statements under s 498(2) and (3) of the Companies Act 2006. A copy of the full annual report and financial statements for the year ended 31 January 2014 will be printed and posted to shareholders shortly. Copies will also be available to the public at the registered office of the Company at 10 Lower Grosvenor Place, London, SW1W 0EN and will be available for download from www.downing.co.uk. 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: Downing Planned Exit VCT 7 PLC via Globenewswire HUG#1788102
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