We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Register for real-time alerts, custom portfolio, and market movers
| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Kings Arms Yard Vct Plc | LSE:KAY | London | Ordinary Share | GB0007174294 | 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% | 19.40 | 18.90 | 19.90 | 19.40 | 19.40 | 19.40 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Investors, Nec | 3.32M | 726k | 0.0014 | 138.57 | 100.91M |
Hot Features
Premium
TIDMKAY
Kings Arms Yard VCT PLC
LEI Code 213800DK8H27QY3J5R45
As required by the UK Listing Authority's Disclosure Guidance and
Transparency Rules 4.1 and 6.3, Kings Arms Yard VCT PLC today makes
public its information relating to the Annual Report and Financial
Statements for the year ended 31 December 2017.
This announcement was approved for release by the Board of Directors on
29 March 2018.
This announcement has not been audited.
The Annual Report and Financial Statements for the year ended 31
December 2017 (which have been audited), will shortly be sent to
shareholders. Copies of the full Annual Report and Financial Statements
will be shown via the Albion Capital Group LLP website by clicking
www.albion.capital/funds/KAY/31Dec2017.pdf.
The information contained in the Annual Report and Financial Statements
will include information as required by the Disclosure Guidance and
Transparency Rules, including Rule 4.1.
Financial calendar
Record date for first dividend 13 April 2018
Payment date for first dividend 30 April 2018
Annual General Meeting 11:00am on 16 May 2018
Announcement of half-yearly results for the six months August 2018
ending 30 June 2018
Payment date for second dividend (subject to Board 31 October 2018
approval)
Investment policy
Kings Arms Yard VCT PLC is a Venture Capital Trust and the investment
policy is intended to produce a regular and predictable dividend stream
with an appreciation in capital value.
The Company's current general investment policy is as follows:
Investment policy
It is intended to produce a regular and predictable dividend stream with
an appreciation in capital value as set out below.
The Company intends to achieve its strategy by adopting an investment
policy for new investments which over time will rebalance the portfolio
such that approximately 50 per cent. of the portfolio comprises an
asset-based portfolio of more stable, ungeared businesses, principally
operating in the healthcare, environmental and leisure sectors (the
"Asset-Based Portfolio"). The balance of the portfolio, other than funds
retained for liquidity purposes, will be invested in a portfolio of
higher growth businesses across a variety of sectors of the UK economy.
These will range from more stable, income producing businesses to a
limited number of higher risk technology companies (the "Growth
Portfolio").
In neither category would portfolio companies normally have any external
borrowing with a charge ranking ahead of the Company. Up to two-thirds
of qualifying investments by cost will comprise loan stock secured with
a first charge on the portfolio company's assets.
The Company's investment portfolio will thus be structured with the
objective of providing a balance between income and capital growth for
the longer term. The Asset-Based Portfolio is designed to provide
stability and income whilst still maintaining the potential for capital
growth. The Growth Portfolio is intended to provide highly diversified
exposure through its portfolio of investments in unquoted UK companies.
In the November 2017 Autumn Budget, a number of changes to the
legislation governing venture capital trusts were announced. Those
changes have now been enacted in the Finance Act 2017-19 and further
information has been provided in Guidance Notes issued by HM Revenue &
Customs. Some of these changes took effect from the date upon which the
Finance Act received Royal Assent and others will come into force from 6
April 2018. In future, VCTs may no longer offer secured loans to
portfolio companies and to qualify for VCT tax reliefs, portfolio
companies must satisfy a "risk to capital condition". This means that
the portfolio company must have an objective to grow and develop over
the long term and there must be a significant risk that there could be a
loss of capital to the VCT of an amount exceeding the net return. The
overall aim of HM Treasury is to encourage more high growth investment
through VCTs rather than low risk, heavily asset backed investments.
As a result of these changes, and subject to shareholder approval, the
Board is now recommending an update to the Company's general investment
policy, as set out below. The updated policy removes references to loan
stock being secured by first charges and enables the Company to invest
in a broad range of businesses.
Proposed new investment policy
The Company will invest in a broad portfolio of higher growth businesses
across a variety of sectors of the UK economy including higher risk
technology companies. Allocation of assets will be determined by the
investment opportunities which become available but efforts will be made
to ensure that the portfolio is diversified both in terms of sector and
stage of maturity of company.
Funds held pending investment or for liquidity purposes are held as cash
on deposit or similar instruments with bank or other financial
institutions with high credit ratings assigned by international credit
rating agencies.
Risk diversification and maximum exposures
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
portfolio 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.
The Company's maximum exposure in relation to gearing is restricted to
the amount equal to its adjusted capital and reserves. The Directors do
not currently have any intention to utilise long term gearing.
Financial highlights
21.60p
Net asset value per share as at 31 December 2017
1.25p Basic and diluted total return per share
1.0p Total tax free dividends per share paid in the year
to 31 December 2017
0.6p
First tax free dividend per share declared for the
year to 31 December 2018 payable on 30 April 2018
5.8%
Total return on opening NAV per share as at 31 December
2017
31 December 2017 (pence per 31 December 2016 (pence per
share) share)
Revenue return 0.56 0.29
Capital return 0.69 2.03
Dividends paid 1.00 1.00
Net asset value 21.60 21.41
From launch to 1 January 2011 to From launch to
Total shareholder 31 December 2010 31 December 2017 31 December 2017
return (pence per share) (pence per share) (pence per share)
Subscription price
per share at
launch 100.00 - 100.00
Dividends paid 58.66 6.67 65.33
(Decrease)/increase
in net asset value (83.40) 5.00 (78.40)
Total shareholder
return 75.26 11.67 86.93
The Directors have declared a first dividend of 0.6 pence per share for
the year ending 31 December 2018, which will be paid on 30 April 2018 to
shareholders on the register on 13 April 2018.
The above financial summary is for the Company, Kings Arms Yard VCT PLC
only. Details of the financial performance of the various Quester, SPARK
and Kings Arms Yard VCT 2 PLC companies, which have been merged into the
Company, can be found on page 68 of the full Annual Report and Financial
Statements.
Chairman's statement
Introduction
It had been widely anticipated that 2017 would be a watershed year for
the venture capital trust sector as a result of the Patient Capital
Review, which included a review on the costs and benefits of VCT, SEIS
and EIS schemes.
Following an extensive and collaborative public consultation, the Autumn
Budget was strongly supportive of tax advantaged investment schemes and
their impact on the economy.
The underlying tax reliefs remained unchanged and we are delighted at
this endorsement of the VCT industry. Nevertheless, legislation did
include measures designed to direct VCT investments towards growth and
technology businesses.
Legislation over recent years has shifted the emphasis away from MBOs
and more mature businesses towards earlier stage companies. Albion
Capital, our manager, has over the past seven years successfully
balanced our current portfolio to a healthy mix between asset based
investments and those focused on higher growth. Albion's long term
approach has always focused on new enterprises, both asset based and
higher growth, rather than management buy outs and the like.
Results and performance
We are pleased to report another year of growth and consolidation for
the Company. Net asset value per share rose by 1% to 21.60p at 31
December 2017, after allowing for the payment of dividends totalling one
penny per share during the year.
The Company recorded a positive total shareholder return of 1.25 pence
per share, or GBP3.4 million for the year to 31 December 2017, driven by
positive developments at a number of portfolio companies, including
Grapeshot, Active Lives Care, Egress Software Technologies and Ryefield
Court Care.
Portfolio
We now have a widely diversified selection of businesses in our
portfolio, of which 64% are already profitable, with key investments in the healthcare, renewable energy and technology sectors. As a proportion of all invested assets, the majority of our funds are invested in businesses that are growing their annual sales and profits. We rightly qualify as a venture capital trust but this does not imply that our assets are speculative. The divestment of the legacy portfolio continues, with a GBP1.4m reduction in our holding in Oxford Immunotec Global PLC and a GBP0.6m reduction in our holding of ErgoMed PLC alongside GBP2.3m received on a sale of an Albion-originated investment, Hilson Moran, for c.3x cost. The Board has reassessed the carrying value of all portfolio investments and has reduced those wherever trading performance or market conditions made this necessary. Nevertheless, as the overall outcome shows, positive movements have significantly outweighed the setbacks. For a detailed review of these disposals and other developments in the business please see the Strategic report below. Dividend In light of the continued good progress, I am pleased to announce that the Company's dividend target will now be raised by 20% to 1.20p per share per annum. Consequently, we declare a first dividend of 0.6p per share to be paid on 30 April 2018 to shareholders on the register on 13 April 2018 and anticipate that a second dividend will be paid later in the year in line with our current annual dividend target of 1.20p per share. Manager Albion Capital Group LLP (formerly Albion Ventures LLP), has been the Company's manager since January 2011. Before they took over, the Company had suffered several years of decline and stagnation until a point at which, in the 2010 Annual General Meeting, it had come within a few votes of being wound up; an outcome that would inevitably have led to losses for shareholders and tax bills far larger than any possible capital distribution for many. The Board then determined to seek new managers and interviewed all potential candidates, drawing up a shortlist. In reviewing the performance over the last seven years of all the alternatives then open to us I think we can say definitively that in Albion we made the right choice. Details of transactions that took place with the Manager during the year can be found in note 4 and principally relate to the management and incentive fees. VCT qualifying status As at 31 December 2017, 88% (2016: 89%) of total investments were in qualifying holdings. The Board continues to monitor this and all the VCT qualification requirements very carefully in order to ensure that qualifying investments comfortably exceed the current minimum threshold of 70% required for the Company to continue to benefit from VCT tax status. Albion VCTs Prospectus Top Up Offers 2017/18 By 31 January 2018, the Company had raised GBP5.1 million from the first and second allotment of shares under the top up share offer launched on 6 September 2017. As a result of the strong demand for the Company's shares, the Board was able to announce on 5 March 2018 that subscription had reached its GBP8 million limit under the prospectus offer and was now closed. The next allotment will be on 5 April 2018. Share buy-backs It remains the Board's policy to buy back shares in the market, subject to the overall constraint that such purchases are in the Company's interest, including the maintenance of sufficient resources for investment in new and existing portfolio companies and the continued payment of dividends to shareholders. 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 2017, the Company purchased 6,396,000 Ordinary shares at an average price of 20.24 pence per share. Further information is shown in note 14. Annual General Meeting The Annual General Meeting of the Company will be held at the City of London Club, 19 Old Broad Street, London, EC2N 1DS at 11.00am on 16 May 2018. Full details of the business to be conducted at the Annual General Meeting are given in the Notice of the Meeting on pages 63 and 64 of the full Annual Report and Financial Statements. The Board welcomes your attendance at the meeting as it gives an opportunity for shareholders to ask questions of the Board and the Manager. If you are unable to attend the Annual General Meeting in person, we would encourage you to make use of your proxy votes. Risks and uncertainties The outlook for the UK economy continues to be the key risk affecting your Company. The Company's investment risk is mitigated through a variety of processes, including investing in a diversified portfolio in terms of sector and stage of maturity and focusing on opportunities where it is believed growth can be both resilient and sustainable. A detailed analysis of the other risks and uncertainties facing the business is shown in the Strategic report below. Outlook and prospects The World has ever been an uncertain place and that remains the case today. Overall quoted equity markets have been at a very high valuation. Large fund managers have felt themselves constrained to continue dancing as long as the music played and enthusiastic amateurs have flocked in, believing as so many seem always to do that high prices are a good reason to buy. Against this background a widely spread portfolio of relatively small, unquoted businesses without external borrowings, many of them now well established in their fields, may offer less volatility and superior value. Your Board continues to have confidence in the long term prospects of our increasingly diversified portfolio. Robin Field Chairman 29 March 2018 Strategic report Kings Arms Yard VCT PLC is a Venture Capital Trust and the investment policy is intended to produce a regular and predictable dividend stream with an appreciation in capital value. The Company's current general investment policy is as follows: Investment policy It is intended to produce a regular and predictable dividend stream with an appreciation in capital value as set out below. The Company intends to achieve its strategy by adopting an investment policy for new investments which over time will rebalance the portfolio such that approximately 50 per cent. of the portfolio comprises an asset-based portfolio of more stable, ungeared businesses, principally operating in the healthcare, environmental and leisure sectors (the "Asset-Based Portfolio"). The balance of the portfolio, other than funds retained for liquidity purposes, will be invested in a portfolio of higher growth businesses across a variety of sectors of the UK economy. These will range from more stable, income producing businesses to a limited number of higher risk technology companies (the "Growth Portfolio"). In neither category would portfolio companies normally have any external borrowing with a charge ranking ahead of the Company. Up to two-thirds of qualifying investments by cost will comprise loan stock secured with a first charge on the portfolio company's assets. The Company's investment portfolio will thus be structured with the objective of providing a balance between income and capital growth for the longer term. The Asset-Based Portfolio is designed to provide stability and income whilst still maintaining the potential for capital growth. The Growth Portfolio is intended to provide highly diversified exposure through its portfolio of investments in unquoted UK companies. In the November 2017 Autumn Budget, a number of changes to the legislation governing venture capital trusts were announced. Those changes have now been enacted in the Finance Act 2017-19 and further information has been provided in Guidance Notes issued by HM Revenue & Customs. Some of these changes took effect from the date upon which the Finance Act received Royal Assent and others will come into force from 6 April 2018. In future, VCTs may no longer offer secured loans to portfolio companies and to qualify for VCT tax reliefs, portfolio companies must satisfy a "risk to capital condition". This means that the portfolio company must have an objective to grow and develop over the long term and there must be a significant risk that there could be a loss of capital to the VCT of an amount exceeding the net return. The overall aim of HM Treasury is to encourage more high growth investment through VCTs rather than low risk, heavily asset backed investments. As a result of these changes, and subject to shareholder approval, the Board is now recommending an update to the Company's general investment policy, as set out below. The updated policy removes references to loan stock being secured by first charges and enables the Company to invest in a broad range of businesses. Proposed new investment policy The Company will invest in a broad portfolio of higher growth businesses across a variety of sectors of the UK economy including higher risk technology companies. Allocation of assets will be determined by the investment opportunities which become available but efforts will be made to ensure that the portfolio is diversified both in terms of sector and stage of maturity of company. Funds held pending investment or for liquidity purposes are held as cash on deposit or similar instruments with bank or other financial institutions with high credit ratings assigned by international credit rating agencies. Risk diversification and maximum exposures 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 portfolio 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.
The Company's maximum exposure in relation to gearing is restricted to
the amount equal to its adjusted capital and reserves. The Directors do
not currently have any intention to utilise long term gearing.
Review of business and future changes
One of the key aims of the Manager has been to increase the income
generated by the investment portfolio to the extent that it more than
covers the ongoing investment management fee and other charges. This
continues to be achieved, with total income for 2017 of GBP2.1m against
total ongoing costs of GBP1.47m. The investment income generated is
equivalent to a gross yield of 3.6% on the average net asset value for
the year.
As outlined below, the Company has recorded significant capital uplift
during the year. This is led by an uplift in realised and unrealised
gains of GBP2.6m across the unquoted investments and GBP0.2m across the
quoted investments. Key individual investment movements included GBP1.8m
uplift in the valuation of our holding in Grapeshot Limited, GBP0.9m
realised gain on the disposal of Hilson Moran Holdings Limited, GBP0.7m
uplift in Active Lives Care Limited, GBP0.5m uplift in Egress Software
Technologies Limited and GBP0.5m uplift in Ryefield Court Care Limited,
partially offset by a decline in the valuation of our holding in
Elateral Group Limited of GBP2.3m and Sift Limited of GBP0.3m.
Details of significant events which have occurred since the end of the
financial year are listed in note 18. Details of transactions with the
Manager are shown in note 4.
Ordinary shares
Results and dividends GBP'000
Net revenue return for the year ended 31 December
2017 1,522
Net capital gain for the year ended 31 December 2017 1,880
Total return for the year ended 31 December 2017 3,402
Dividend of 0.5 pence per share paid on 28 April 2017 (1,375)
Dividend of 0.5 pence per share paid on 31 October
2017 (1,363)
Unclaimed dividends returned to the Company 15
Transferred to reserves 679
Net assets as at 31 December 2017 62,492
Net asset value per share as at 31 December 2017 (pence) 21.60
The Company paid dividends of 1 penny per share during the year ended 31
December 2017 (2016: 1 penny per share). The Directors have declared a
first dividend of 0.6 pence per share for the year ending 31 December
2018, which will be paid on 30 April 2018 to shareholders on the
register on 13 April 2018.
As shown in the Income statement, investment income has increased to
GBP2,116,000 (2016: GBP1,370,000) due to higher dividends received and a
loan stock income increase to GBP1,331,000 (2016: GBP1,257,000). The
capital gain was significantly lower for the year at GBP1,880,000 (2016:
GBP4,958,000).
The total return for the year has decreased to GBP3,402,000 (2016:
GBP5,677,000), equating to a total return of 1.25 pence per share (2016:
2.32 pence per share).
The Balance sheet shows that the net asset value has increased over the
last year to 21.60 pence per share (2016: 21.41 pence per share) which
is due to continued strong performance of the unquoted investments.
There has been a net cash inflow for the year, mainly due to fundraising
amounting to GBP9.8 million and the disposal of fixed asset investments.
This was offset by the purchase of new investments, the payment of
dividends and buy back of shares.
Current portfolio sector allocation
The pie chart at the end of this announcement outlines the different
sectors in which the Company's assets, at carrying value, are currently
invested.
Direction of portfolio
As at 31 December 2017 the portfolio is well balanced in terms of
sectors and stage of maturity. With recent changes to VCT legislation,
and the proposed amendment to the Company's investment policy, future
investments will be focused on higher growth businesses across a variety
of sectors of the UK economy including higher risk technology companies.
Future prospects
The Company's performance record reflects the success of the strategy
outlined above and has enabled the Company to maintain a predictable
stream of dividend payments to shareholders. The Company's portfolio is
well balanced across sectors and risk classes and the Board believes
that the Company has the potential to continue to deliver attractive
returns to shareholders and that a number of investments have strong
prospects. Further details on the Company's outlook and prospects can be
found in the Chairman's statement.
Key performance indicators
The Directors believe that the following key performance indicators,
which are typical for venture capital trusts, used in their own
assessment of the Company, will provide shareholders with sufficient
information to assess how effectively the Company is applying its
investment policy to meet its objectives. The Directors are satisfied
that the results shown in the following key performance indicators give
a good indication that the Company is achieving its investment objective
and policy. These are:
1. Total shareholder return relative to FTSE All-Share Index total
return
The graph on page 4 of the full Annual Report and Financial Statements
shows the strong performance of the Company's total shareholder return
against the FTSE All-Share Index total return, with dividends reinvested,
from the appointment of Albion Capital Group LLP on 1 January 2011.
Details on the performance of the net asset value and return per share
for the year are given above.
2. Net asset value per share and total shareholder return
Total shareholder return since inception increased by 1.4% to 86.93
pence per share for the year ended 31 December 2017.
3. Dividend distributions
Dividends paid in respect of the year ended 31 December 2017 were 1
penny per share (2016: 1 penny per share), in line with the Board's
dividend objective for 2017. In light of strong performance, the annual
dividend target will be raised by 20% to 1.20p per share. The cumulative
dividend paid since inception is 65.33 pence per share.
4. Ongoing charges
The ongoing charges ratio for the year to 31 December 2017 was 2.5%
(2016: 2.5%). The ongoing charges ratio has been calculated using The
Association of Investment Companies ("AIC") recommended methodology.
This figure shows shareholders the total recurring annual running
expenses (including investment management fees charged to capital
reserve) as a percentage of the average net assets attributable to
shareholders. The Directors expect the ongoing charges ratio for the
year ahead to be approximately 2.5%.
VCT regulation
The investment policy is designed to ensure that the Company continues
to qualify and is approved as a VCT by HMRC. In order to maintain its
status under Venture Capital Trust legislation, a VCT must comply on a
continuing basis with the provisions of Section 274 of the Income Tax
Act 2007, details of which are provided in the Directors' report on page
28 of the full Annual Report and Financial Statements.
The Finance Act 2017 contained a number of measures that affects all
VCTs. These include:
-- A principles-based test for qualifying companies to ensure that
investment activity focuses on higher risk opportunities;
-- An increase in the proportion of the portfolio invested in qualifying
unquoted companies, from 70 per cent. to 80 per cent., in respect of
accounting periods on or after 6 April 2019; and
-- VCT loan investments to be unsecured and represent no more than normal
commercial terms.
The relevant tests to measure compliance have been carried out and
independently reviewed for the year ended 31 December 2017. These showed
that the Company has complied with all tests and continues to do so.
Investment progress
During the year, there was a very active period of new investment, with
a total of GBP6.1 million invested in new and existing portfolio
companies, predominantly in the healthcare and technology sectors. The
portfolio now includes forty two investments made since 2011 and the
proportion of assets still invested in the legacy portfolio of
investments made before 2011 has shrunk to 24% (2016: 35%).
Cash and liquid assets at the year-end increased to GBP6.7 million
(2016: GBP1.8 million), representing 11% of net asset value.
New investments were made in 6 companies and totalled GBP2.5 million
during the year and included: a fibre optic broadband provider in
central London - G.Network Communications Limited (GBP635,000); a
women's health clinic development in central London - Women's Health
(London West One) Limited (GBP583,000); a cloud subscription management
platform for the media, sports and retail sectors - MPP Global Solutions
Limited (GBP550,000); a developer and operator of dedicated wedding
venues in the UK - Beddlestead Limited (GBP502,000); a predictive
analytics platform to protect and detect complex financial crime -
Quantexa Limited (GBP190,000); and a technology solution provider for
the management of locum doctors for the NHS - Locum's Nest Limited
(GBP75,000).
Follow-on investments were made in 16 portfolio companies and totalled
GBP3.6 million during the year. The two largest being GBP572,000 into
Egress Software Technologies Limited, an encrypted email and file
transfer service provider and GBP550,000 into Elateral Holdings Limited,
a provider of digital marketing software.
During the year, the Company sold its entire holding in Hilson Moran
Holdings Limited realising proceeds of GBP2.3 million with a realised
gain on cost of GBP2.0 million. The Company also sold 115,000 shares in
Oxford Immunotec Global PLC with proceeds of GBP1.4 million and a
realised gain on cost of GBP960,000. Other realisations can be found in
the realisations table on page 21 of the full Annual Report and
Financial Statements.
The policy of increasing the income generating capacity of the Company
continues to bear fruit. The Company received GBP1,331,000 of loan stock
income during the year representing a rise of 6% on the GBP1,257,000
loan stock income received from the portfolio during the previous year.
The pie chart at the end of this announcement outlines the different
sectors in which the Company's assets, at carrying value, are currently
invested.
Gearing
As defined by the Articles of Association, the Company's maximum
exposure in relation to gearing is restricted to its adjusted capital
and reserves, being GBP60,720,000 (2016: GBP51,680,000). As at 31
December 2017, the Company had no actual short term and long term
gearing (2016: GBPnil). The Directors do not currently have any
intention to utilise long term gearing.
Operational arrangements
The Company has delegated the investment management of the portfolio to
Albion Capital Group LLP, which is authorised and regulated by the
Financial Conduct Authority. Albion Capital Group LLP also provides
company secretarial and other accounting and administrative support to
the Company.
Management agreement
Under the Investment Management Agreement, Albion Capital Group LLP
provides investment management, company secretarial and administrative
services to the Company. Albion Capital Group LLP is entitled to an
annual management fee of 2% of net asset value of the Company, payable
quarterly in arrears, along with an annual administration fee of
GBP50,000.
The aggregate payable for management and administration (normal running
costs) are subject to an aggregate annual cap of 3% of the year end
closing net asset value, for accounting periods commencing after 31
December 2011.
The Investment Management Agreement can be terminated by either party on
12 months' notice and is subject to earlier termination in the event of
certain breaches or on the insolvency of either party.
The Manager is entitled to arrangement fees payable by portfolio
companies (up to a maximum of 2% of the amount invested) and to fees
charged for the monitoring of investments (up to a maximum of GBP20,000
per company per annum).
Performance incentive fee
As an incentive to maximise the return to investors, the Manager is
entitled to charge an incentive fee in the event that the returns exceed
minimum target levels.
The performance hurdle is equal to the greater of the Starting NAV of 20
pence per share, increased by the increase in RPI plus 2 per cent per
annum from the Start Date of 1 January 2014 (calculated on a simple and
not compound basis) and the highest Total Return for any earlier period
after the Start Date (the 'high watermark'). An annual fee (in respect
of each share in issue) of an amount equal to 15 per cent. of any excess
of the Total Return (this being NAV per share plus dividends paid after
the Start Date) as at the end of the relevant accounting period over the
performance hurdle will be due to the Manager.
There was no management performance fee payable during the year (2016:
GBP513,000). As at 31 December 2017, the total return of the Company
since 1 January 2014 (the performance incentive fee start date) was
25.60 pence per share, compared to a performance hurdle rate of 25.63
pence per share, resulting in a shortfall of 0.03 pence per share. This
amount needs to be made up in the next accounting period in order for an
incentive fee to become payable.
Evaluation of the Manager
The Board has evaluated the performance of the Manager based on the
returns generated by the Company from the management and sale of
existing investments, the continuing achievement of the 70 per cent. (to
be 80 per cent. in respect of accounting periods starting on or after 6
April 2019) qualifying investment holdings requirement for the Venture
Capital Trust status, the making of new investments in accordance with
the investment policy, the long term prospects of current investments, a
review of the Investment Management Agreement and the services provided
therein and benchmarking the performance of the Manager to other service
providers.
The Board believes that it is in the interests of shareholders as a
whole, and of the Company, to continue the appointment of the Manager
for the forthcoming year.
Alternative Investment Fund Managers Directive ("AIFMD")
The Board has appointed Albion Capital Group LLP as the Company's AIFM
as required by the AIFMD.
Share buy-back policy
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.
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.
Further details of shares bought back during the year ended 31 December
2017 can be found in note 14.
Social and community issues, employees and human rights
The Board recognises the requirement under section 414c of the Companies
Act 2006 (the "Act") to detail information about social and community
issues, employees and human rights; including any policies it has in
relation to these matters and effectiveness of these policies. As an
externally managed investment company with no employees, the Company has
no policies in these matters and as such these requirements do not
apply.
General Data Protection Regulation
The General Data Protection Regulation ("GDPR") is effective from 25 May
2018 with the objective of unifying data privacy requirements across the
European Union. The Manager, Albion Capital Group LLP, is undertaking a
data audit to identify personal data to ensure compliance with GDPR by
the effective date.
Further policies
The Company has adopted a number of further policies relating to:
-- Environment
-- Global greenhouse gas emissions
-- Anti-bribery
-- Anti-facilitation of tax evasion
-- Diversity
and these are set out in the Directors' report on pages 28 and 29 of the
full Annual Report and Financial Statements.
Risk management
The Board carries out a regular review of the risk environment in which
the Company operates. The principal risks and uncertainties of the
Company as identified by the Board and how they are managed are as
follows:
Risk Possible consequence Risk management
Investment The risk of investment in poor quality assets, which To reduce this risk, the Board places reliance upon
and could reduce the capital and income returns to shareholders, the skills and expertise of the Manager and its track
performance and could negatively impact on the Company's current record over many years of making successful investments
risk and future valuations. in this segment of the market. In addition, the Manager
By nature, smaller unquoted businesses, such as those operates a formal and structured investment appraisal
that qualify for venture capital trust purposes, are and review process, which includes an Investment Committee,
more fragile than larger, long established businesses. 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 matters
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.
VCT The Company must comply with section 274 of the Income To reduce this risk, the Board has appointed the Manager,
approval Tax Act 2007 which enables its investors to take advantage which has a team with significant experience in venture
risk of tax relief on their investment and on future returns. capital trust management, used to operating within
Breach of any of the rules enabling the Company to the requirements of the venture capital trust legislation.
hold VCT status could result in the loss of that status. 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 or our professional advisers.
Regulatory The Company is listed on The London Stock Exchange Board members and the Manager have experience of operating
and and is required to comply with the rules of the UK at senior levels within or advising quoted companies.
compliance Listing Authority, as well as with the Companies Act, In addition, the Board and the Manager receive regular
risk Accounting Standards and other legislation. Failure updates on new regulation from its auditor, lawyers
to comply with these regulations could result in a and other professional bodies. The Company is subject
delisting of the Company's shares, or other penalties to compliance checks through the Manager's compliance
under the Companies Act or from financial reporting officer. The Manager reports monthly to its Board
oversight bodies. 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
auditors.
Operational The Company relies on a number of third parties, in The Company and its operations are subject to a series
and particular the Manager, for the provision of investment of rigorous internal controls and review procedures
internal management and administrative functions. Failures exercised throughout the year.
control in key systems and controls within the Manager's business The Audit Committee reviews the Internal Audit Reports
risk could put assets of the Company at risk or result prepared by the Manager's internal auditors, PKF Littlejohn
in reduced or inaccurate information being passed LLP. On an annual basis, the Audit Committee chairman
to the Board or to shareholders. 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 and cyber security.
In addition, the Board regularly reviews the performance
of its key service providers, particularly the Manager,
to ensure they continue to have the necessary expertise
and resources to deliver the Company's investment
objective and policies. The Manager and other service
providers have also demonstrated to the Board that
there is no undue reliance placed upon any one individual.
Economic Changes in economic conditions, including, for example, The Company invests in a diversified portfolio of
and interest rates, rates of inflation, industry conditions, companies across a number of industry sectors and
political competition, political and diplomatic events and other in addition often invests a mixture of instruments
risk factors could substantially and adversely affect the in portfolio companies and has a policy of not normally
Company's prospects in a number of ways. 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.
Market The market value of Ordinary shares can fluctuate. The Company operates a share buyback policy, which
value of The market value of an Ordinary share, as well as is designed to limit the discount at which the Ordinary
Ordinary being affected by its net asset value and prospective shares trade to around 5 per cent to net asset value,
shares net asset value, also takes into account its dividend by providing a purchaser through the Company in absence
yield and prevailing interest rates. As such, the of market purchasers. From time to time buybacks cannot
market value of an Ordinary share may vary considerably be applied, for example when the Company is subject
from its underlying net asset value. The market prices to a close period, or if it were to exhaust any buyback
of shares in quoted investment companies can, therefore, authorities.
be at a discount or premium to the net asset value New Ordinary shares are issued at sufficient premium
at different times, depending on supply and demand, to net asset value to cover the costs of issue and
market conditions, general investor sentiment and to avoid asset value dilution to existing investors.
other factors. Accordingly the market price of the
Ordinary shares may not fully reflect their underlying
net asset value.
Viability statement
In accordance with the FRC UK Corporate Governance Code published in
2016 and principle 21 of the AIC Code of Corporate Governance, the
Directors have assessed the prospects of the Company over three years to
31 December 2020. The Directors believe that three years is a reasonable
period in which they can assess the future of the Company to continue to
operate and meet its liabilities as they fall due and is also the period
used by the Board in the strategic planning process and is considered
reasonable for a business of our nature and size. The three year period
is considered the most appropriate given the forecasts that the Board
require from the Manager and the estimated timelines for finding,
assessing and completing investments.
The Directors have carried out a robust assessment of the principal
risks facing the Company as explained above, including those that could
threaten its business model, future performance, solvency or liquidity.
The Board also considered the risk management processes in place to
avoid or reduce the impact of the underlying risks. The Board focused on
the major factors which affect the economic, regulatory and political
environment. The Board deliberated over the importance of the Manager
and the processes that they have in place for dealing with the principal
risks.
The Board assessed the ability of the Company to raise finance. As
explained in this Strategic report the Company's income more than covers
on-going expenses. The portfolio is well balanced and geared towards
long term growth delivering dividends and capital growth to
shareholders. In assessing the prospects of the Company, the Directors
have considered the cash flow by looking at the Company's income and
expenditure projections and funding pipeline over the assessment period
of three years and they appear realistic.
In considering the viability of the Company, the Board took into account
factors including the processes for mitigating risks, monitoring costs,
managing share price discount, the Manager's compliance with the
investment objective, policies and business model and the balance of the
portfolio. The Directors have concluded that there is a reasonable
expectation that the Company will be able to continue in operation and
meet its liabilities as they fall due over the three year period to 31
December 2020.
This Strategic report of the Company for the year ended 31 December 2017
has been prepared in accordance with the requirements of section 414A of
the Companies Act 2006 (the "Act"). The purpose of this report is to
provide Shareholders with sufficient information to enable them to
assess the extent to which the Directors have performed their duty to
promote the success of the Company in accordance with section 172 of the
Act.
On behalf of the Board
Robin Field
Chairman
29 March 2018
Responsibility statement
In preparing these Financial Statements for the year to 31 December
2017, the Directors of the Company, being Robin Field, Thomas Chambers
and Martin Fiennes, confirm that to the best of their knowledge:
-- summary financial information contained in this announcement and the full
Annual Report and Financial Statements for the year ended 31 December
2017 for the Company has been prepared in accordance with United Kingdom
Generally Accepted Accounting Practice (UK Accounting Standards and
applicable law) and give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company for the year ended
31 December 2017 as required by DTR 4.1.12R;
-- the Chairman's statement and Strategic report include a fair review of
the information required by DTR 4.2.7R (indication of important events
during the year ended 31 December 2017 and description of principal risks
and uncertainties that the Company faces); and
-- the Chairman's statement and Strategic report include a fair review of
the information required by DTR 4.2.8R (disclosure of related parties
transactions and changes therein).
A detailed "Statement of Directors' responsibilities" is contained on
page 32 of the full Annual Report and Financial Statements.
By order of the Board
Robin Field
Chairman
29 March 2018
Income statement
Year ended 31 December Year ended 31 December
2017 2016
Revenue Capital Total Revenue Capital Total
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Gains on investments 2 - 2,753 2,753 - 6,076 6,076
Investment income 3 2,116 - 2,116 1,370 - 1,370
Investment management fee 4 (291) (873) (1,164) (244) (733) (977)
Performance incentive fee 4 - - - (128) (385) (513)
Other expenses 5 (303) - (303) (279) - (279)
Profit on ordinary activities before tax 1,522 1,880 3,402 719 4,958 5,677
Tax on ordinary activities 7 - - - - - -
Profit and total comprehensive income attributable
to shareholders 1,522 1,880 3,402 719 4,958 5,677
Basic and diluted return per share (pence) * 9 0.56 0.69 1.25 0.29 2.03 2.32
* excluding treasury shares
The accompanying notes form an integral part of these Financial
Statements.
The total column of this Income statement represents the profit and loss
account of the Company. The supplementary revenue and capital columns
have been prepared in accordance with The Association of Investment
Companies' Statement of Recommended Practice.
Balance sheet
31 31
December December
2017 2016
Note GBP'000 GBP'000
Fixed assets investments 10 55,815 51,601
Current assets
Trade and other receivables less than one year 12 368 476
Cash and cash equivalents 6,700 1,788
7,068 2,264
Total assets 62,883 53,865
Payables: amounts falling due within one year
Trade and other payables less than one year 13 (391) (855)
Total assets less current liabilities 62,492 53,010
Equity attributable to equityholders
Called up share capital 14 3,321 2,840
Share premium 23,841 14,218
Capital redemption reserve 11 11
Unrealised capital reserve 12,118 12,526
Realised capital reserve 5,720 3,432
Other distributable reserve 17,481 19,983
Total equity shareholders' funds 62,492 53,010
Basic and diluted net asset value per share (pence)
* 15 21.60 21.41
* excluding treasury shares
The accompanying notes form an integral part of these Financial
Statements.
The Financial Statements were approved by the Board of Directors and
authorised for issue on 29 March 2018 and were signed on its behalf by:
Robin Field
Chairman
Company number: 03139019
Statement of changes in equity
Called
up Unrealised Realised Other
share Share capital capital distributable
capital premium Capital redemption reserve reserve reserve* reserve* Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 January 2017 2,840 14,218 11 12,526 3,432 19,983 53,010
Profit and total comprehensive income for the period - - - 1,695 185 1,522 3,402
Transfer of previously unrealised gains on disposal
of investments - - - (2,103) 2,103 - -
Purchase of own shares for treasury - - - - - (1,301) (1,301)
Issue of equity 481 9,880 - - - - 10,361
Cost of issue of equity - (257) - - - - (257)
Dividends paid - - - - - (2,723) (2,723)
At 31 December 2017 3,321 23,841 11 12,118 5,720 17,481 62,492
At 1 January 2016 2,533 8,399 11 7,170 3,830 22,669 44,612
Profit and total comprehensive income for the period - - - 5,718 (760) 719 5,677
Transfer of previously unrealised gains on disposal
of investments - - - (362) 362 - -
Purchase of own shares for treasury - - - - - (905) (905)
Issue of equity 307 5,981 - - - - 6,288
Cost of issue of equity - (162) - - - - (162)
Dividends paid - - - - - (2,500) (2,500)
At 31 December 2016 2,840 14,218 11 12,526 3,432 19,983 53,010
*These reserves amount to GBP23,201,000 (2016: GBP23,415,000) which is
considered distributable.
The accompanying notes form an integral part of these Financial
Statements.
Statement of cash flows
Year ended Year ended
31 December 2017 31 December 2016
GBP'000 GBP'000
Cash flow from operating activities
Investment income received 1,218 902
Deposit interest received 3 32
Dividend income received 782 84
Investment management fee paid (1,128) (994)
Performance incentive fee paid (513) (242)
Other cash payments (295) (220)
Net cash flow from operating
activities 67 (438)
Cash flow from investing activities
Purchase of fixed asset investments (5,735) (5,935)
Disposal of fixed asset investments 4,498 1,918
Net cash flow from investing
activities (1,237) (4,017)
Cash flow from financing activities
Issue of share capital 9,814 5,880
Cost of issue of equity (2) (2)
Purchase of own shares (including
costs) (1,300) (905)
Equity dividends paid* (2,430) (2,248)
Net cash flow from financing
activities 6,082 2,725
Increase/(decrease) in cash and cash
equivalents 4,912 (1,730)
Cash and cash equivalents at start of
the year 1,788 3,518
Cash and cash equivalents at end of
the year 6,700 1,788
Cash and cash equivalents comprise:
Cash at bank and in hand 6,700 1,788
Cash equivalents - -
Total cash and cash equivalents 6,700 1,788
* The equity dividends paid shown in the cash flow are different to the
dividends disclosed in note 8 as a result of the non-cash effect of the
Dividend Reinvestment Scheme.
The accompanying notes form an integral part of these Financial
Statements.
Notes to the Financial Statements
1. Accounting policies
Basis of accounting
The Financial Statements have been prepared in accordance with the
historical cost convention, modified to include the revaluation of
investments, in accordance with applicable United Kingdom law and
accounting standards, including Financial Reporting Standard 102 ("FRS
102"), and with the 2014 Statement of Recommended Practice "Financial
Statements of Investment Trust Companies and Venture Capital Trusts"
("SORP") issued by The Association of Investment Companies ("AIC").
The preparation of the Financial Statements requires management to make
judgements and estimates that affect the application of policies and
reported amounts of assets, liabilities, income and expenses. The most
critical estimates and judgements relate to the determination of
carrying value of investments at fair value through profit and loss
("FVTPL"). The Company values investments by following the IPEVCV
Guidelines and further detail on the valuation techniques used are
outlined below.
Company information can be found on page 2 of the full Annual Report and
Financial Statements.
Fixed asset investments
The Company's business is investing in financial assets with a view to
profiting from their total return in the form of income and capital
growth. This portfolio of financial assets is managed and its
performance evaluated on a fair value basis, in accordance with a
documented investment policy, and information about the portfolio is
provided internally on that basis to the Board.
In accordance with the requirements of FRS 102, those undertakings in
which the Company holds more than 20% of the equity as part of an
investment portfolio are not accounted for using the equity method. In
these circumstances the investment is measured at FVTPL.
Upon initial recognition (using trade date accounting) investments,
including loan stock, are designated by the Company as FVTPL and are
included at their initial fair value, which is cost (excluding expenses
incidental to the acquisition which are written off to the Income
statement).
Subsequently, the investments are valued at 'fair value', which is
measured as follows:
-- Investments listed on recognised exchanges are valued at their bid prices
at the end of the accounting period or otherwise at fair value based on
published price quotations;
-- Unquoted investments, where there is not an active market, are valued
using an appropriate valuation technique in accordance with the IPEVCV
Guidelines. Indicators of fair value are derived using established
methodologies including earnings multiples, the level of third party
offers received, prices of recent investment rounds, net assets and
industry valuation benchmarks. Where the Company has an investment in an
early stage enterprise, the price of a recent investment round is often
the most appropriate approach to determining fair value. In situations
where a period of time has elapsed since the date of the most recent
transaction, consideration is given to the circumstances of the portfolio
company since that date in determining fair value. This includes
consideration of whether there is any evidence of deterioration or strong
definable evidence of an increase in value. In the absence of these
indicators, the investment in question is valued at the amount reported
at the previous reporting date. Examples of events or changes that could
indicate a diminution include:
-- the performance and/or prospects of the underlying business are
significantly below the expectations on which the investment was
based;
-- a significant adverse change either in the portfolio company's
business or in the technological, market, economic, legal or
regulatory environment in which the business operates; or
-- market conditions have deteriorated, which may be indicated by a
fall in the share prices of quoted businesses operating in the
same or related sectors.
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.
Dividend income is not recognised as part of the fair value movement of
an investment, but is recognised separately as investment income through
the Income statement when a share becomes ex-dividend.
Receivables and payables and cash are carried at amortised cost, in
accordance with FRS 102. There are no financial liabilities other than
payables.
Gains and losses on investments
Gains and losses arising from changes in the fair value of the
investments are included in the Income statement for the year as a
capital item and are allocated to unrealised capital reserve.
Investment income
Equity income
Dividend income is included in revenue when the investment is quoted
ex-dividend.
Unquoted loan stock and other preferred income
Fixed returns on non-equity shares and debt securities are recognised
when the Company's right to receive payment and expect settlement is
established. Where interest is rolled up and/or payable at redemption
then it is recognised as income unless there is reasonable doubt as to
its receipt.
Bank interest income
Interest income is recognised on an accruals basis using the rate of
interest agreed with the bank.
Investment management fees and other expenses
All expenses have been accounted for on an accruals basis. Expenses are
charged through the other distributable reserve except the following
which are charged through the realised capital reserve:
-- 75 per cent. of management fees are allocated to the realised capital
reserve. This is in line with the Board's expectation that over the long
term 75 per cent. of the Company's investment returns will be in the form
of capital gains; and
-- expenses which are incidental to the purchase or disposal of an
investment are charged through the realised capital reserve.
Performance incentive fee
Any performance incentive fee will be allocated between other
distributable and realised capital reserves based upon the proportion to
which the calculation of the fee is attributable to revenue and capital
returns.
Taxation
Taxation is applied on a current basis in accordance with FRS 102.
Current tax is tax payable (refundable) in respect of the taxable profit
(tax loss) for the current period or past reporting periods using the
tax rates and laws that have been enacted or substantively enacted at
the financial reporting date. Taxation associated with capital expenses
is applied in accordance with the SORP.
Deferred tax is provided in full on all timing differences at the
reporting date. Timing differences are differences between taxable
profits and total comprehensive income as stated in the financial
statements that arise from the inclusion of income and expenses in tax
assessments in periods different from those in which they are recognised
in the financial statements. As a VCT the Company has an exemption from
tax on capital gains. The Company intends to continue meeting the
conditions required to obtain approval as a VCT in the foreseeable
future. The Company therefore, should have no material deferred tax
timing differences arising in respect of the revaluation or disposal of
investments and the Company has not provided for any deferred tax.
Foreign exchange
The currency of the primary economic environment in which the Company
operates (the functional currency) is pounds Sterling ("Sterling"),
which is also the presentational currency of the Company. Transactions
involving currencies other than Sterling are recorded at the exchange
rate ruling on the transaction date. At each Balance sheet date,
monetary items and non-monetary assets and liabilities that are measured
at fair value, which are denominated in foreign currencies, are
retranslated at the closing rates of exchange. Exchange differences
arising on settlement of monetary items and from retranslating at the
Balance sheet date of investments and other financial instruments
measured at FVPTL, and other monetary items, are included in the Income
statement. Exchange differences relating to investments and other
financial instruments measured at fair value are subsequently included
in the unrealised capital reserve.
Reserves
Share premium
This reserve accounts for the difference between the price paid for
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
The special reserve, treasury share reserve and the revenue reserve were
combined in 2012 to form a single reserve named other distributable
reserve.
This reserve accounts for movements from the revenue column of the
Income statement, the payment of dividends, the buy-back of shares and
other non-capital realised movements.
Dividends
Dividends by the Company are accounted for in the period in which the
dividend is paid or approved at the Annual General Meeting.
Segmental reporting
The Directors are of the opinion that the Company is engaged in a single
operating segment of business, being investment in smaller companies
principally based in the UK.
Year ended Year ended
31 December 2017 31 December 2016
2. Gains on investments GBP'000 GBP'000
Unrealised gains on fixed asset
investments 1,695 5,718
Realised gains on fixed asset
investments 1,058 358
2,753 6,076
Year ended Year ended
31 December 2017 31 December 2016
3. Investment income GBP'000 GBP'000
Income recognised on investments
Interest from loans to portfolio
companies 1,331 1,257
Dividends 782 84
Bank deposit interest 3 29
2,116 1,370
Year ended Year ended
4. Investment management and performance incentive 31 December 2017 31 December 2016
fees GBP'000 GBP'000
Investment management fee charged to revenue 291 244
Investment management fee charged to capital 873 733
Performance incentive fee charged to revenue - 128
Performance incentive fee charged to capital - 385
1,164 1,490
Further details of the Management agreement under which the investment
management fee and performance incentive fee are paid is given in the
Strategic report.
During the year, services with a value of GBP1,164,000 (2016:
GBP977,000) and GBP50,000 (2016: GBP50,000) were purchased by the
Company from Albion Capital Group LLP in respect of management and
administration fees respectively. There was no performance incentive fee
due during the year (2016: GBP513,000). At the financial year end, the
amount due to Albion Capital Group LLP in respect of these services
disclosed as accruals was GBP309,000 (2016: GBP786,000).
Albion Capital Group LLP is, from time to time, eligible to receive
transaction fees and monitoring fees from portfolio companies. During
the year ended 31 December 2017 Albion Capital Group LLP received
transaction fees from 18 portfolio companies and monitoring fees from 37
portfolio companies. Kings Arms Yard's share of these fees were,
transactions fees of GBP90,000 and monitoring fees of GBP143,000 (2016:
transaction fees: GBP53,000; monitoring fees: GBP120,000).
Albion Capital Group LLP, its partners and staff hold 902,724 Ordinary
shares in the Company.
Year ended Year ended
31 December 2017 31 December 2016
5. Other expenses GBP'000 GBP'000
Administrative and secretarial services to the
Manager 50 50
Directors' fees (note 6) 72 72
Auditor's remuneration for statutory audit services
(excluding VAT) 25 24
Other expenses 136 126
283 272
Foreign exchange cost 20 7
303 279
Year ended Year ended
31 December 2017 31 December 2016
6. Directors' fees GBP'000 GBP'000
Amount payable to Directors 66 66
National insurance 6 6
72 72
The Company's key management personnel are the Directors. Further
information regarding Directors' remuneration can be found in the
Directors' remuneration report on page 38 of the full Annual Report and
Financial Statements.
Year ended Year ended
31 December 2017 31 December 2016
7. Tax on ordinary activities GBP'000 GBP'000
UK Corporation tax payable - -
Year ended Year ended
Reconciliation of profit on ordinary activities to 31 December 2017 31 December 2016
taxation charge GBP'000 GBP'000
Return on ordinary activities before taxation 3,402 5,677
Tax charge on profit at the effective UK corporation
tax rate of 19.25% (2016: 20%) 655 1,135
Effects of:
Non-taxable gains (530) (1,215)
Non-taxable income (151) (17)
Unutilised management expenses 26 97
- -
The tax charge for the year shown in the Income statement is lower than
the effective rate of corporation tax in the UK of 19.25 per cent.
(2016: 20 per cent.). The differences are explained above.
The Company has excess management expenses of GBP10,897,000 (2016:
GBP10,764,000) that are available for offset against future profits. A
deferred tax asset of GBP1,852,000 (2016: GBP2,153,000) has not been
recognised in respect of those losses as they will be recoverable only
to the extent that the Company has sufficient future taxable profits.
Year ended Year ended
31 December 2017 31 December 2016
8. Dividends GBP'000 GBP'000
First dividend of 0.5 pence per share paid on 29 April
2016 - 1,256
Second dividend of 0.5 pence per share paid on 31
October 2016 - 1,244
First dividend of 0.5 pence per share paid on 28 April
2017 1,375 -
Second dividend of 0.5 pence per share paid on 31
October 2017 1,363 -
Unclaimed dividends returned to the Company (15) -
2,723 2,500
The Directors have declared a first dividend of 0.6 pence per share for
the year ending 31 December 2018, which will amount to approximately
GBP1,772,000. This dividend will be paid on 30 April 2018 to
shareholders on the register on 13 April 2018.
9. Basic and diluted return per share
Year ended 31 December Year ended 31 December
2017 2016
Revenue Capital Total Revenue Capital Total
Profit attributable to shareholders (GBP'000) 1,522 1,880 3,402 719 4,958 5,677
Weighted average shares in issue (excluding treasury
shares) 272,042,345 244,550,634
Return attributable per equity share (pence) 0.56 0.69 1.25 0.29 2.03 2.32
The weighted average number of Ordinary shares is calculated excluding
the treasury shares of 42,771,000 (2016: 36,375,000).
There are no convertible instruments, derivatives or contingent share
agreements in issue so basic and diluted return per share are the same.
10. Fixed asset investments 31 December 2017 31 December 2016
Summary of fixed asset investments GBP'000 GBP'000
Investments held at fair value through profit or loss
Unquoted equity 30,551 27,094
Unquoted loan stock 23,219 20,664
Quoted equity 2,045 3,843
55,815 51,601
31 December 2017 31 December 2016
GBP'000 GBP'000
Opening valuation 51,601 41,257
Purchases at cost 6,066 7,405
Disposal proceeds (4,673) (3,493)
Realised gains 1,058 358
Movement in loan stock accrued income 68 355
Movement in unrealised gains 1,695 5,718
Closing valuation 55,815 51,601
Movement in loan stock accrued income
Opening accumulated movement in loan stock accrued
income 543 187
Movement in loan stock accrued income 68 355
Closing accumulated movement in loan stock accrued
income 611 543
Movement in unrealised gains
Opening accumulated unrealised gains 12,514 7,158
Transfer of previously unrealised gains to realised
reserve on disposal of investments (2,103) (362)
Movement in unrealised gains 1,695 5,718
Closing accumulated unrealised gains 12,106 12,514
Historical cost basis
Opening book cost 38,544 33,912
Purchases at cost 6,066 7,405
Sales at cost (1,512) (2,772)
Closing book cost 43,098 38,544
Amounts shown as cost represent the acquisition cost in the case of
investments made by the Company and/or the valuation attributed to the
investments acquired from other VCTs at the dates of merger, plus any
subsequent acquisition cost.
Purchases and disposals detailed above may not agree to purchases and
disposals in the Statement of cash flows due to restructuring of
investments, conversion of convertible loan stock and settlement
receivables and payables.
Unquoted investment valuation methodologies
Unquoted investments are valued in accordance with
the IPEVCV guidelines as follows:
31 December 2017 31 December 2016
Valuation Methodologies GBP'000 GBP'000
Cost and price of recent investment (reviewed for
impairment) 14,167 10,504
Third party valuation - Earnings multiple 12,899 11,012
Third party valuation - Discounted cash flow 11,656 11,300
Revenue multiple 8,124 6,912
Earnings multiple 6,697 7,797
Net assets 227 233
53,770 47,758
Fair value investments had the following movements between valuation
methodologies between 31 December 2016 and 31 December 2017.
Change in valuation methodology Value as at Explanatory Note
(2016 to 2017) 31 December 2017
GBP'000
Revenue multiple to price of recent investment 2,267 Investment round has
recently taken
place
Cost and price of recent investment (reviewed for 2,232 More recent
impairment) to revenue multiple information
available
Cost and price of recent investment (reviewed for 981 More recent
impairment) to earnings multiple information
available
Earnings multiple to revenue multiple 727 More relevant
valuation
methodology
The valuation will be the most appropriate valuation methodology for an
investment within its market, with regard to the financial health of the
investment and the IPEVCV Guidelines. The Directors believe that, within
these parameters, the methods used are the most appropriate methods of
valuation as at 31 December 2017.
FRS 102 and the SORP requires the Company to disclose the inputs to the
valuation methods applied to its investments measured at fair value
through profit or loss in a fair value hierarchy according to the
following definitions:
The table below sets out fair value measurements using FRS 102 s11.27
fair value hierarchy. The Company has one class of assets, being at fair
value through profit and loss.
Fair value hierarchy Definition
Level 1 The unadjusted quoted price in an active market
Level 2 Inputs to valuations are from observable sources and
are directly or indirectly derived from prices
Level 3 Inputs to valuations not based on observable market
data
Quoted NASDAQ and LSE investments are valued according to Level 1
valuation methods. Unquoted equity, preference shares, and loan stock
are all valued according to Level 3 valuation methods.
31 December 2017 31 December 2016
Level 3 reconciliation GBP'000 GBP'000
Opening valuation 47,758 38,806
Purchases at cost 6,066 5,938
Unrealised gains 1,611 4,792
Movement in loan stock accrued income 68 355
Realised net gains on disposal 927 201
Disposal proceeds (2,660) (2,334)
Closing valuation 53,770 47,758
FRS 102 requires the Directors to consider the impact of changing one or
more of the inputs used as part of the valuation process to reasonable
possible alternative assumptions. 62 per cent. of the portfolio of
investments is based on cost, recent investment price or is loan stock,
and as such the Board considers that the assumptions used for their
valuations are the most reasonable. The Directors believe that changes
to reasonable possible alternative assumptions (by adjusting the revenue
and earnings multiples) for the valuations of the remainder of the
portfolio companies could result in an increase in the valuation of
investments by GBP1,384,000 or a decrease in the valuation of
investments by GBP1,417,000.
For valuations based on earnings and revenue multiples, the Board
considers that the most significant input is the price/earnings ratio;
for valuations based on third party valuations, the Board considers that
the most significant inputs are price/earnings ratio, discount factors
and market value per room for care homes; which have been adjusted to
drive the above sensitivities.
11. Significant holdings
The principal activity of the Company is to select and hold a portfolio
of investments in unquoted securities. Although the Company, through the
Manager, will, in some cases, be represented on the board of the
portfolio company, it will not ordinarily take a controlling interest or
become involved in the management. The size and structure of companies
with unquoted securities may result in certain holdings in the portfolio
representing a participating interest without there being any
partnership, joint venture or management consortium agreement.
The Company has interests of greater than 20% of the nominal value of
any class (some of which are non-voting) of the allotted shares in the
portfolio companies as at 31 December 2017 as described below. The
investments listed below are held as part of an investment portfolio and
therefore, as permitted by FRS 102, they are measured at fair value and
are not accounted for using the equity method.
Number of % total
Registered Profit/(loss) Net shares % class and voting
Company postcode before tax assets/(liabilities) held share type rights
Academia CA 94108, 23.2% Preferred
Inc USA n/a n/a 774,400 shares 3.2%
Active
Lives Care EC2R 7AF, 20.3% Ordinary
Limited UK n/a* (178,000) 1,095,430 shares 20.3%
Antenova EC4A 3TW, 22.0% Preferred
Limited UK n/a* 2,447,000 9,226,988 shares 28.7%
Edo
Consulting 38.6% Ordinary
Limited BS1 3AE, UK n/a* (111,000) 33,671,618 shares 38.6%
Elateral
Group 37.7% Ordinary
Limited GU9 7XX, UK (1,654,000) (9,432,000) 17,430,462 shares 37.7%
35.8% D
Proveca Ordinary
Limited M1 4ET, UK n/a* (2,378,000) 40,289 shares 15.1%
Sift 42.1% Ordinary
Limited BS1 1AB, UK 2,696,000 1,578,000 33,671,618 shares 42.1%
*The company files filleted accounts which does not disclose this
information.
12. Trade and other receivables less than one year
31 December 2017 31 December 2016
GBP'000 GBP'000
Trade and other receivables less than one
year 350 459
Prepayments and accrued income 18 17
368 476
The Directors consider that the carrying amount of receivables is not
materially different to their fair value.
31 December 2017 31 December 2016
13. Payables: amounts falling due within one year GBP'000 GBP'000
Trade payables 12 5
Accruals 367 838
Other payables 12 12
391 855
The Directors consider that the carrying amount of payables is not
materially different to their fair value.
14. Called up share capital
Allotted, called up and fully paid GBP'000
283,993,804 Ordinary shares of 1 penny each at 31
December 2016 2,840
48,106,411 Ordinary shares of 1 penny each issued
during the year 481
332,100,215 Ordinary shares of 1 penny each at 31
December 2017 3,321
36,375,000 Ordinary shares of 1 penny each held in
treasury at 31 December 2016 (364)
6,396,000 Ordinary shares purchased during the year
to be held in treasury (64)
42,771,000 Ordinary shares of 1 penny each held in
treasury at 31 December 2017 (428)
289,329,215 Ordinary shares of 1 penny each in circulation*
at 31 December 2017 2,893
*Carrying one vote each
During the year the Company purchased 6,396,000 Ordinary shares (2016:
4,912,000) representing 1.9% of the issued Ordinary share capital as at
31 December 2017, at a cost of GBP1,301,000 (2016: GBP905,000),
including stamp duty, to be held in treasury. The Company holds a total
of 42,771,000 Ordinary shares in treasury, representing 12.9% of the
issued Ordinary share capital as at 31 December 2017.
Under the terms of the Dividend Reinvestment Scheme, Circular dated 19
April 2011, the following new Ordinary shares of nominal value 1 penny
per share were allotted during the year:
Aggregate
nominal
value
of shares Issue price Net invested Opening market price on allotment date
Date of allotment Number of shares allotted (GBP'000) (pence per share) (GBP'000) (pence per share)
28 April 2017 704,941 7 20.91 145 20.75
31 October 2017 686,439 7 21.31 145 20.75
1,391,380 14 290
During the period from 1 January 2017 to 31 December 2017, the Company
issued the following new Ordinary shares of nominal value 1 penny each
under the Albion VCT Prospectus Top Up Offers 2016/2017 and Albion VCT
Prospectus Top Up Offers 2017/18:
Aggregate
nominal
value
Number of shares of shares Issue price Net consideration received Opening market price on allotment date
Date of allotment allotted (GBP'000) (pence per share) (GBP'000) (pence per share)
31 January 2017 4,249,243 42 20.90 870 19.00
31 January 2017 1,647,857 16 21.00 338 19.00
31 January 2017 12,460,938 125 21.10 2,550 19.00
28 March 2017 8,437,199 84 22.10 1,809 20.00
7 April 2017 119,403 1 21.90 25 20.00
7 April 2017 72,916 1 22.00 16 20.00
7 April 2017 1,005,627 10 22.10 216 20.00
17 November 2017 6,590,736 66 21.60 1,402 20.75
17 November 2017 2,603,125 26 21.70 554 20.75
17 November 2017 9,527,987 95 21.90 2,034 20.75
46,715,031 467 9,814
15. Basic and diluted net asset value per share
The basic and diluted net asset value per share as at 31 December 2017
of 21.60 pence (2016: 21.41 pence) are based on net assets of
GBP62,492,000 (2016: GBP53,010,000) divided by the 289,329,215 shares in
issue (net of treasury shares) at that date (2016: 247,618,804).
16. Capital and financial instruments risk management
The Company's capital comprises Ordinary shares as described in note 14.
The Company is permitted to buy back its own shares for cancellation or
treasury purposes and this policy is described in more detail in the
Chairman's statement.
The Company's financial instruments comprise equity and loan stock
investments in unquoted and quoted companies, cash balances and liquid
cash instruments and short term receivables and payables which arise
from its operations. The main purpose of these financial instruments is
to generate cash flow, revenue and capital appreciation for the
Company's operations. The Company has no gearing or other financial
liabilities apart from short term payables. The Company does not use any
derivatives for the management of its Balance sheet.
The principal financial instrument risks arising from the Company's
operations are:
-- investment (or market) risk (which comprises investment price, foreign
currency on investments and cash flow interest rate risk);
-- credit risk; and
-- liquidity risk.
The Board regularly reviews and agrees policies for managing each of
these risks. There have been no changes in the nature of the risks that
the Company has faced during the past year and there have been no
changes in the objectives, policies or processes for managing risks
during the past year. The key risks are summarised below.
Investment risk
As a venture capital trust, it is the Company's specific nature to
evaluate and control the investment risk in its portfolio in unquoted
and quoted investments, details of which are shown on pages 19 and 20 of
the full Annual Report and Financial Statements. Investment risk is the
exposure of the Company to the revaluation and devaluation of
investments. The main driver of investment risk is the operational and
financial performance of the portfolio company and the dynamics of
market quoted comparators. The Manager receives management accounts from
portfolio companies and members of the investment management team often
sit on the boards of unquoted portfolio companies; this enables the
close identification, monitoring and management of investment risk.
The Manager and the Board formally review investment risk (which
includes market price risk), both at the time of initial investment and
at quarterly Board meetings.
The Board monitors the prices at which sales of investments are made to
ensure that profits to the Company are maximised and that valuations of
investments retained within the portfolio appear sufficiently fair and
realistic compared to prices being achieved in the market for sales of
unquoted investments.
The maximum investment risk as at the Balance sheet date is the value of
the fixed asset investment portfolio which is GBP55,815,000 (2016:
GBP51,601,000). Fixed asset investments form 89% of the net asset value
as at 31 December 2017 (2016: 97%).
More details regarding the classification of fixed asset investments are
shown in note 10.
Investment price risk
Investment price risk is the risk that the fair value of future
investment cash flows will fluctuate due to factors specific to an
investment instrument or to a market in similar instruments. As a
venture capital trust the Company invests in unquoted companies in
accordance with the investment policy set out above. The management of
risk within the venture capital portfolio is addressed through careful
investment selection, by diversification across different industry
segments, by maintaining a wide spread of holdings in terms of financing
stage and by limitation of the size of individual holdings. Furthermore,
new unquoted investments are often made with up to two-thirds of the
investments comprising debt securities, which, owing to the structure of
their yield, have a lower level of price volatility than equity. The
Directors monitor the Manager's compliance with the investment policy,
review and agree policies for managing this risk and monitor the overall
level of risk on the investment portfolio on a regular basis.
Valuations are based on the most appropriate valuation methodology for
an investment within its market, with regard to the financial health of
the investment and the IPEVCV guidelines. Details of the sectors in
which the Company is currently invested are shown in the pie chart at
the end of this announcement.
As required under FRS 102 the Board is required to illustrate by way of
a sensitivity analysis the degree of exposure to market risk. The Board
considers that the value of the fixed asset investment portfolio is
sensitive to a 10% change based on the current economic climate. The
impact of a 10% change has been selected as this is considered
reasonable given the current level of volatility observed both on a
historical basis and future expectations.
The sensitivity of a 10% increase or decrease in the valuation of the
fixed asset investment portfolio (keeping all other variables constant)
would increase or decrease the net asset value and return for the year
by GBP5,582,000 (2016: GBP5,160,000).
Foreign currency risk
Foreign currency risk is the risk of exposure to movements in foreign
exchange rates relative to Sterling.
The majority of the Company's assets are denominated in Sterling;
however, the Company is exposed to US dollars through its investment in
a US dollar denominated security. No hedging of the currency exposure is
currently undertaken. The Manager monitors the Company's exposure and
reports to the Board on a regular basis.
Investment and revenue received in currencies other than Sterling is
converted into Sterling on or shortly after the date of investment or
receipt of revenue as are any proceeds from the disposal of a foreign
currency investment.
As at 31 December 2017, the Company held an investment denominated in US
dollars of GBP743,000 (2016: GBP2,260,000).
During the year to 31 December 2017, Sterling appreciated by 9.36%
(2016: depreciated by 16.75%) against the US dollar.
Interest rate risk
The Company is exposed to fixed and floating rate interest rate risk on
its financial assets. On the basis of the Company's analysis, it is
estimated that a rise of 1% in all interest rates would have increased
total return before tax for the year by approximately GBP78,000 (2016:
GBP31,000). Furthermore, it is considered that a fall of interest rates
below current levels during the year would have been unlikely.
The weighted average effective interest rate applied to the Company's
fixed rate fixed asset investments during the year was approximately
6.9% (2016: 7.3%). The weighted average period to maturity for the fixed
rate fixed asset investments is approximately 5.7 years (2016: 5.6
years).
The Company's financial assets and liabilities as at 31 December 2017,
denominated in Sterling, consist of the following:
31 December 2017 31 December 2016
Floating rate Non-interest bearing Total Floating rate Non-interest bearing Total
Fixed rate GBP'000 GBP'000 GBP'000 GBP'000 Fixed rate GBP'000 GBP'000 GBP'000 GBP'000
Unquoted
equity - - 30,551 30,551 - - 27,094 27,094
Quoted
equity - - 2,045 2,045 - - 3,843 3,843
Unquoted
loan stock 21,845 665 709 23,219 19,273 661 730 20,664
Receivables
* - - 350 350 - - 459 459
Current
liabilities - - (391) (391) - - (855) (855)
Cash - 6,700 - 6,700 - 1,788 - 1,788
Total net
assets 21,845 7,365 33,264 62,474 19,273 2,449 31,271 52,993
* The receivables do not reconcile to the Balance sheet as prepayments
are not included in the above table.
Credit risk
Credit risk is the risk that the counterparty to a financial instrument
will fail to discharge an obligation or commitment that it has entered
into with the Company. The Company is exposed to credit risk through its
receivables, investment in unquoted loan stock and through the holding
of cash on deposit with banks.
The Manager evaluates credit risk on loan stock instruments prior to
investment and as part of its ongoing monitoring of investments. In
doing this, it takes into account the extent and quality of any security
held. In the past loan stock may or may not have a fixed or floating
charge, which may or may not have been subordinated, over the assets of
the portfolio company. However, for new investments, typically loan
stock instruments will have a first fixed charge or a fixed and floating
charge over the assets of the portfolio company in order to mitigate the
gross credit risk.
The Manager receives management accounts from portfolio companies and
members of the investment management team often sit on the boards of
unquoted portfolio companies; this enables the close identification,
monitoring and management of investment specific credit risk.
The Manager and the Board formally review credit risk (including
receivables) and other risks, both at the time of initial investment and
at quarterly Board meetings.
The Company's total gross credit risk at 31 December 2017 was limited to
GBP23,219,000 (2016: GBP20,664,000) of unquoted loan stock instruments
(all are secured on the assets of the portfolio company), GBP6,700,000
(2016: GBP1,788,000) cash on deposit with banks and GBP350,000 (2016:
GBP459,000) of other receivables.
As at the Balance sheet date, cash and liquid investments held by the
Company are held with the National Westminster Bank plc, Scottish Widows
Bank plc (part of Lloyds Banking Group plc), Barclays Bank plc and UBS
Wealth Management AG. Credit risk on cash transactions is mitigated by
transacting with counterparties that are regulated entities subject to
regulatory supervision, with high credit ratings assigned by
international credit-rating agencies.
The credit profile of unquoted loan stock is described under liquidity
risk below.
Liquidity risk
Liquid assets are held as cash on current account, deposit or short term
money market accounts or similar instruments. Under the terms of its
Articles, the Company has the ability to borrow an amount equal to its
adjusted capital and reserves of the latest published audited Balance
sheet.
The Company has no committed borrowing facilities as at 31 December 2017
(2016: GBPnil) and had cash, before its current fundraising (raising
GBP1.3 million in January 2018) of GBP6,700,000 (2016: GBP1,788,000).
The Company had no investment commitments as at 31 December 2017 (2016:
GBPnil).
There are no externally imposed capital requirements other than the
minimum statutory share capital requirements for public limited
companies.
The main cash outflows are for new investments, the buy-back of shares
and dividend payments, which are within the control of the Company. The
Manager formally reviews the cash requirements of the Company on a
monthly basis, and the Board on a quarterly basis as part of its review
of management accounts and forecasts. The Company's financial
liabilities at 31 December 2017 are short term in nature and total
GBP391,000 (2016: GBP855,000).
The carrying value of loan stock investments analysed by expected
maturity dates is as follows:
31 December 2017 31 December 2016
Redemption Fully performing Past due Impaired Total Fully Past due Impaired Total
date GBP'000 GBP'000 GBP'000 GBP'000 performingGBP'000 GBP'000 GBP'000 GBP'000
Less than
one year 2,676 - - 2,676 1,119 - - 1,119
1-2 years 2,419 3,097 - 5,516 1,577 - - 1,577
2-3 years 1,155 328 - 1,483 6,113 - - 6,113
3-5 years 2,737 2,887 - 5,624 4,135 - - 4,135
5 + years 4,921 2,999 - 7,920 5,735 1,985 - 7,720
Total 13,908 9,311 - 23,219 18,679 1,985 - 20,664
Loan stock can be past due as a result of interest or capital not being
paid in accordance with contractual terms. This includes:
-- loan stock valued at GBP9,311,000 yielding an average of 11.8% which has
interest past due by less than one year.
In view of the factors identified above, the Board considers that the
Company is subject to low liquidity risk.
Fair values of financial assets and financial liabilities
All of the Company's financial assets and liabilities as at 31 December
2017 are stated at fair value as determined by the Directors, except for
receivables, payables and cash which are held at amortised cost. There
are no financial liabilities other than short term trade and other
payables. The Company's financial liabilities are all non-interest
bearing. It is the Directors' opinion that the book value of the
financial liabilities is not materially different to the fair value and
all are payable within one year and that the Company is subject to low
financial risk as a result of having nil gearing and positive cash
balances.
17. Commitments, contingencies and guarantees
As at 31 December 2017, the Company had no financial commitments (2016:
GBPnil).
There were no contingent liabilities or guarantees given by the Company
as at 31 December 2017 (2016: GBPnil).
18. Post balance sheet events
Since the year end, the Company made the following investments:
-- Investment of GBP204,000 in Koru Kids Limited;
-- Investment of GBP141,000 in Panaseer Limited; and
-- Investment of GBP125,000 in Elateral Group Limited.
Albion VCT 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.
The following new Ordinary shares of nominal value 1 penny each were
allotted under the Offers after 31 December 2017:
Number of Issue price Opening market
Date of shares Aggregate nominal value of shares (pence per Net consideration received price on allotment date
allotment allotted (GBP'000) share) GBP'000 (pence per share)
31 January
2018 5,979,493 60 21.90 1,277 21.30
As a result of the strong demand for the Company's shares the Board was
able to announce on 5 March 2018 that subscription had reached its GBP8
million limit under the prospectus offer and is now closed.
19. Related party transactions
Other than transactions with the Manager as disclosed in note 4, there
are no related party transactions or balances requiring disclosure.
20. Other Information
The information set out in this announcement does not constitute the
Company's statutory accounts within the terms of section 434 of the
Companies Act 2006 for the years ended 31 December 2017 and 31 December
2016, and is derived from the statutory accounts for those financial
years, which have been, or in the case of the accounts for the year
ended 31 December 2017, which will be, delivered to the Registrar of
Companies. The Auditor reported on those accounts; the reports were
unqualified and did not contain a statement under s498 (2) or (3) of the
Companies Act 2006.
21. Publication
The full audited Annual Report and Financial Statements are 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/KAY/31Dec2017.pdf.
Current portfolio sector analysis:
http://hugin.info/145558/R/2180110/841658.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: Kings Arms Yard VCT PLC via Globenewswire
http://www.sparkventures.com
(END) Dow Jones Newswires
March 29, 2018 09:06 ET (13:06 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.
1 Year Kings Arms Yard Vct Chart |
1 Month Kings Arms Yard 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
