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| 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 | 13,871 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Investors, Nec | 3.32M | 726k | 0.0014 | 138.57 | 100.91M |
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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 2018.
This announcement was approved for release by the Board of Directors on
25 March 2019.
This announcement has not been audited.
The Annual Report and Financial Statements for the year ended 31
December 2018 (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
https://www.globenewswire.com/Tracker?data=LFCtJqcJV1JsU6FSOTcUG_taMXbF94bDkK6kd7a6tj33cTLjU4lIiMqYQx9rY_uW75uYY3r_VO03w0iUvTrIJeaw58M1_WAoQztehNO9F-CAYVJhAy62pTCly4GqN49MsO9Tw9DmQxTwSYpLbUpfiWWovIMhpU7i7EC3ilonfFE=
www.albion.capital/funds/KAY/31Dec2018.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.
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 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.
Financial calendar
Record date for first dividend 5 April 2019
Payment date for first dividend 30 April 2019
Annual General Meeting 11:00am on 21 May 2019
Announcement of half-yearly results for the six months August 2019
ending 30 June 2019
Payment date for second dividend (subject to Board 31 October 2019
approval)
Financial highlights
22.78p Net asset value per share as at 31 December 2018
---------------------------------------------------
2.38p Basic and diluted return per share
1.2p Total tax free dividends per share paid in the year
to 31 December 2018
---------------------------------------------------
0.6p First tax free dividend per share declared for the
year to 31 December 2019 payable on 30 April 2019
---------------------------------------------------
11.0% Return on opening NAV per share
---------------------------------------------------
31 December 2018 (pence 31 December 2017 (pence
per share) per share)
Opening net asset value 21.60 21.41
Revenue return 0.34 0.56
Capital return 2.04 0.69
------------------------- -------------------------
Total return 2.38 1.25
Impact of fundraising - (0.06)
Dividends paid (1.20) (1.00)
------------------------- -------------------------
Net asset value 22.78 21.60
------------------------ ------------------------- -------------------------
From launch to 1 January 2011 to From launch to
Total shareholder 31 December 2010 31 December 2018 31 December 2018
return (pence per share) (pence per share) (pence per share)
Subscription price
per share at
launch 100.00 - 100.00
Dividends paid 58.66 7.87 66.53
(Decrease)/increase
in net asset value (83.40) 6.18 (77.22)
------------------ ------------------
Total shareholder
return 75.26 14.05 89.31
------------------ ------------------ ------------------
The Directors have declared a first dividend of 0.6 pence per share for
the year ending 31 December 2019, which will be paid on 30 April 2019 to
shareholders on the register on 5 April 2019.
The above financial summary is for the Company, Kings Arms Yard VCT PLC.
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 67 of the full Annual Report and Financial
Statements.
Chairman's statement
Introduction
Many equity investors will have found 2018 a disappointing year.
Political uncertainty was matched by volatility in many quoted markets.
The FTSE All Share Index declined by 13% over the year, while the FTSE
AIM All Share Index of smaller and younger companies fell by 20% with an
even larger decline in the six months to December.
By contrast our Company was largely insulated from the turmoil of the
quoted markets and showed a positive total return of 11.0% in the year.
This demonstrates the resilience of a well balanced portfolio which
includes long established, profitable companies in a wide variety of
industries as well as more recently established fast-growing businesses.
Despite fears a year ago that changes to VCT legislation would reduce
growth and the scope for new investment, our Manager has succeeded in
adding seven exciting new technology companies to our portfolio.
Results and performance
Net asset value per share rose by 1.18 pence or 5.5% to 22.78 pence over
the year to 31 December 2018, after allowing for the payment of
dividends totalling 1.20 pence per share.
The resulting positive total return of 2.38 pence per share, or GBP7.2m
for the year, was driven by positive developments at a number of
portfolio companies, including Grapeshot, Egress Software Technologies,
Quantexa and Active Lives Care. A further write-down was made to
Elateral Group, while Edo Consulting went into administration after the
year end and has been fully provided for.
We sold our holding in Grapeshot realising proceeds of GBP4.9m. If the
full escrow amount is received, we will have realised approximately 10x
our original 2014 investment of GBP0.5m. The divestment of the legacy
portfolio continues with the complete disposal of our holding in Oxford
Immunotec generating a realised gain on cost of GBP0.5m.
Portfolio
The Company holds a widely diversified selection of businesses, 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. We qualify
as a venture capital trust but this does not mean that our assets are
speculative.
In line with the Company's investment policy of investing in a broad
range of higher growth businesses and technology companies, software and
other technology represents 32% of our portfolio and is expected to
increase going forward. During the year a total of GBP1.3m was invested
in 7 new portfolio companies, the majority of which were medical
technology and life sciences businesses. Follow on investments were made
into 12 existing portfolio companies and amounted to GBP3.3m.
The portfolio now comprises a total of 62 companies of which 17 are
legacy investments made before the present Managers were appointed in
January 2011.
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 these adjustments.
For a detailed review of these additions, disposals and other
developments in the business please see the Strategic report below.
Dividend
In light of the continued good progress, we are pleased to declare a
first dividend of 0.60 pence per share to be paid on 30 April 2019 to
shareholders on the register on 5 April 2019 and anticipate that a
second dividend will be paid later in the year in line with our current
annual dividend target of 1.20 pence per share.
Board composition
On 20 March 2019, following a formal selection process, the Board was
pleased to announce the appointment of Fiona Wollocombe as a Director of
the Company from 1 May 2019. Fiona has been a non-executive director for
a number of companies in the VCT sector, including being Chair at
Artemis VCT Plc and formerly Chair for Artemis AIM VCT 2 Plc, and a
Director of Maven Income and Growth VCT PLC. Her previous career was in
equity capital markets at NatWest Markets/Deutsche Bank.
As well as joining the Board, Fiona will serve on the Company's Audit
Committee and will stand for election by shareholders at the Annual
General Meeting to be held on 21 May 2019. The Board welcomes Fiona and
looks forward to working closely with her over the coming years.
Manager
The Board continues closely to monitor the Manager's performance and
reporting and remains very satisfied by progress.
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 2018, 93% (2017: 88%) 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 all
requirements are met and that qualifying investments comfortably exceed
the current minimum threshold of 70% (80% for accounting periods
beginning on or after 6 April 2019) required for the Company to continue
to benefit from VCT tax status.
Albion VCTs Prospectus Top Up Offers
In September 2017, the Company announced the launch of the Albion VCTs
Prospectus Top Up Offers 2017/18 and was pleased to announce on 5 March
2018 that it had reached its GBP8 million limit under its Offer which
was fully subscribed and closed early, as shown in note 14.
On 7 January 2019, the Company announced the launch of the Albion VCTs
Prospectus Top Up Offers 2018/19. The Company is aiming to raise up to
GBP8 million (including the GBP2 million over-allotment facility) out of
a target of GBP36 million in aggregate (with the potential for a further
GBP12 million in over-allotment facilities) that the Albion VCTs are
seeking to raise. A Securities Note, which forms part of the Prospectus,
has been sent to shareholders.
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 2018, the
Company purchased 5,502,000 Ordinary shares at an average price of 20.70
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 21 May
2019. Full details of the business to be conducted at the Annual General
Meeting are given in the Notice of the Meeting on page 62 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 and global economies continues to be the key risk
affecting the Company, and the possible withdrawal of the UK from the
European Union may well have an impact on the Company and its
investments, although it is difficult to quantify it at this time. The
Manager has performed an assessment of portfolio companies to assess
exposure to Europe, and appropriate actions, where possible, have been
implemented.
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 uncertainty, both within Europe and around the world that we
referred to a year ago, appears only to have increased and quoted stock
markets have reflected this uncertainty.
With this in mind it is gratifying to see our Company's solid
performance over the previous seven years was maintained in 2018. Your
Board continues to believe that our widely balanced portfolio of small
unquoted businesses in varying stages of maturity offers superior value,
and we remain confident in its long term prospects for our portfolio.
Robin Field
Chairman
25 March 2019
Strategic report
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 investment policy was updated
during the year to comply with recent VCT legislation changes.
The Company will invest in a broad portfolio of higher growth businesses
across a variety of sectors. 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.
The full investment policy can be found above.
Review of business and future changes
As outlined below, the Company has recorded significant capital uplift
during the year as a result of realised and unrealised gains of GBP7.6m.
Key individual investment movements included GBP2.5m realised gain in
the year on the disposal of Grapeshot Limited (a GBP4.4m realised gain
on cost), GBP1.6m uplift in Egress Software Technologies Limited,
GBP1.4m uplift in Quantexa Limited and GBP1.3m uplift in Active Lives
Care Limited, partially offset by a decline in the valuation of our
holding in Elateral Group Limited of GBP1.6m, and a realised loss in Edo
Consulting Limited of GBP1.0m, which went into administration after the
year end.
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.
Results and dividends
Ordinary shares
GBP'000
Net revenue return for the year ended 31 December
2018 1,031
Net capital gain for the year ended 31 December 2018 6,159
---------------
Total return for the year ended 31 December 2018 7,190
Dividend of 0.6 pence per share paid on 30 April 2018 (1,842)
Dividend of 0.6 pence per share paid on 31 October
2018 (1,831)
Unclaimed dividends returned to the Company 33
Transferred to reserves 3,550
---------------
Net assets as at 31 December 2018 69,150
===============
Net asset value per share as at 31 December 2018 (pence) 22.78p
--------------------------------------------------------- ---------------
The Company paid dividends of 1.2 pence per share during the year ended
31 December 2018 (2017: 1 penny per share). The Directors have declared
a first dividend of 0.6 pence per share for the year ending 31 December
2019, which will be paid on 30 April 2019 to shareholders on the
register on 5 April 2019.
As shown in the Income statement, investment income has decreased to
GBP1,834,000 (2017: GBP2,116,000) due to lower dividends received,
despite loan stock income increasing to GBP1,625,000 (2017:
GBP1,331,000). The capital gain was significantly higher for the year at
GBP6,159,000 (2017: GBP1,880,000).
The return for the year has increased to GBP7,190,000 (2017:
GBP3,402,000), equating to a return of 2.38 pence per share (2017: 1.25
pence per share).
The Balance sheet shows that the net asset value has increased over the
last year to 22.78 pence per share (2017: 21.60 pence per share) which
is due to continued strong performance of the unquoted investments.
There has been a net cash inflow of GBP785,000 for the year (2017:
GBP4,912,000), mainly due to the disposal of fixed asset investments and
fundraising. This was offset by the purchase of new investments, the
payment of dividends and buyback of shares. Cash and liquid assets at
the year-end increased to GBP7.5 million (2017: GBP6.7 million),
representing 11% of net asset value.
Current portfolio sector allocation
The pie chart at the end of this announcement shows the split of the
portfolio valuation by sector as at 31 December 2018. Details of the
principal investments made by the Company are shown in the Portfolio of
investments on pages 18 and 19 of the full Annual Report and Financial
Statements.
Direction of portfolio
As at 31 December 2018 the portfolio is well balanced in terms of
sectors and stage of maturity, with software and other technology being
the largest element of the portfolio. In line with the recent changes to
VCT legislation and the Company's investment policy, future investments
will be focused on higher growth businesses across a variety of sectors.
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.
The Directors consider the FTSE All-Share Index to be the most
appropriate indicative benchmark for the Company as it contains a large
range of sectors within the UK economy similar to a generalist VCT.
Investors should, however, be reminded that shares in VCTs generally
trade at a discount to the actual net asset value of the Company.
2. Net asset value per share and total shareholder return
Total shareholder return since inception increased by 2.38 pence per
share (11.0% on opening NAV) to 89.31 pence per share for the year ended
31 December 2018.
3. Dividend distributions
Dividends paid in respect of the year ended 31 December 2018 were 1.2
pence per share (2017: 1 penny per share), in line with the Board's
dividend objective for 2018. The annual dividend target for the 2019
financial year is 1.2 pence per share as outlined in the Chairman's
statement. The cumulative dividend paid since inception is 66.53 pence
per share.
4. Ongoing charges
The ongoing charges ratio for the year to 31 December 2018 was 2.4%
(2017: 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 2.4%.
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
27 of the full Annual Report and Financial Statements.
The relevant tests to measure compliance have been carried out and
independently reviewed for the year ended 31 December 2018. These showed
that the Company has complied with all tests and continues to do so.
Investment progress
During the year, GBP4.6 million of cash was invested in new and existing
portfolio companies, predominantly in the healthcare and technology
sectors. New investments were made in 7 companies and totalled GBP1.3
million during the year and included:
-- Phrasee Limited (GBP374,000), an AI platform that generates optimised
marketing campaigns;
-- Arecor Limited (GBP220,000), a developer of biopharmaceuticals through
the application software of a formulation technology platform;
-- Koru Kids Limited (GBP204,000), an online marketplace connecting parents
and nannies;
-- Forward Clinical Limited (GBP160,000), a secure mobile communication and
collaboration platform in healthcare;
-- uMotif Limited (GBP160,000), a patient engagement and data capture
platform for use in real world observational research;
-- ePatient Network Limited T/A Raremark (GBP115,000), a patient engagement
and data business focused on rare dieseases; and
-- Healios Limited (GBP80,000), a provider of an online platform delivering
family centric psychological care primarily to children and adolescents.
Follow-on investments were made in 12 portfolio companies and totalled
GBP3.3 million during the year. The three largest being: GBP720,000 into
PayAsUGym (Sandcroft Avenue Limited), a provider of flexible access to
health and fitness clubs; GBP641,000 into Egress Software Technologies
Limited, an encrypted email and file transfer service provider; and
GBP611,000 into MyMeds&Me Limited, a platform for collecting data from
pharmaceutical adverse events.
During the year the Company sold its entire holding in Grapeshot Limited
realising proceeds of GBP4.9 million with a realised gain on cost of
GBP4.4 million. The Company also sold its holding in Oxford Immunotec
Global PLC with proceeds of GBP776,000 and a realised gain on cost of
GBP497,000. Other realisations can be found in the realisations table on
page 20 of the full Annual Report and Financial Statements.
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 GBP67,329,000 (2017: GBP60,720,000). As at 31
December 2018, the Company had no actual short term or long term gearing
(2017: GBPnil). The Directors do not currently have any intention to
utilise 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 also entitled to an arrangement fee on investment,
payable by each portfolio company, of approximately 2% of each
investment made and monitoring fees where the Manager has a
representative on the portfolio company's board. Further details of the
Manager's fee can be found in note 4.
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 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% 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.
For the year ended 31 December 2018, the total return of the Company
since 1 January 2014 (the performance incentive fee start date) was
27.98 pence per share, compared to a performance hurdle rate of 26.57
pence per share, resulting in an excess of 1.41 pence per share. As a
result, a performance incentive fee is payable to the Manager of
GBP637,000 (2017: GBPnil).
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% (to be 80%
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. The Manager became a full-scope Alternative
Investment Fund Manager under the AIFMD on 1 October 2018. As a result,
from that date, Ocorian (UK) Limited was appointed as Depository to
oversee the custody and cash arrangements and provide other AIFMD duties
with respect to the Company.
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
2018 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 came into effect on 25 May 2018
with the objective of unifying data privacy requirements across the
European Union. The Manager, Albion Capital Group LLP, has taken action
to ensure that the Manager and the Company are compliant with the
regulation.
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 27 and 28 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 volatile 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 our professional advisers or H.M. Revenue & Customs.
----------- ------------------------------------------------------------- ------------------------------------------------------------
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, and receives reports
control in key systems and controls within the Manager's business from the Manager on internal controls and risk management,
risk could put assets of the Company at risk or result including matters relating to cyber security.
in reduced or inaccurate information being passed The Audit Committee reviews the Internal Audit Reports
to the Board or to shareholders. prepared by the Manager's internal auditors, PKF Littlejohn
LLP and has access to the internal audit partner of
PKF Littlejohn LLP 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.
From 1 October 2018, Ocorian (UK) Limited were appointed
as Depository to oversee the custody and cash arrangements
and provide other AIFMD duties. The Board reviews
the quarterly reports prepared by Ocorian (UK) Limited
to ensure that Albion Capital is adhering to its duties
as a full-scope Alternative Investment Fund Manager
under the AIFMD.
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 2021. 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 deliberates over the importance of the Manager
and the processes that it has 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 (net of any performance incentive fees). 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 2021.
This Strategic report of the Company for the year ended 31 December 2018
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.
For and on behalf of the Board
Robin Field
Chairman
25 March 2019
Responsibility statement
In preparing these Financial Statements for the year to 31 December
2018, 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
2018 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; and
-- the Chairman's statement and Strategic report include a fair review of
the development and performance of the business and the position of the
Company, together with a description of the principal risks and
uncertainties it faces.
We consider that the Annual Report and Financial Statements, taken as a
whole, are fair, balanced, and understandable and provide the
information necessary for shareholders to assess the Company's position,
performance, business model and strategy.
A detailed "Statement of Directors' responsibilities" is contained on
page 31 of the full Annual Report and Financial Statements.
For and on behalf of the Board
Robin Field
Chairman
25 March 2019
Income statement
Year ended 31 December Year ended 31 December
2018 2017
--------------------------------------------------- ---- -------------------------- --------------------------
Revenue Capital Total Revenue Capital Total
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------------------------- ---- ------- ------- -------- ------- ------- --------
Gains on investments 2 - 7,644 7,644 - 2,753 2,753
Investment income 3 1,834 - 1,834 2,116 - 2,116
Investment management fee 4 (336) (1,007) (1,343) (291) (873) (1,164)
Performance incentive fee 4 (159) (478) (637) - - -
Other expenses 5 (308) - (308) (303) - (303)
Profit on ordinary activities before tax 1,031 6,159 7,190 1,522 1,880 3,402
Tax on ordinary activities 7 - - - - - -
------- ------- -------- ------- ------- --------
Profit and total comprehensive income attributable
to shareholders 1,031 6,159 7,190 1,522 1,880 3,402
------- ------- -------- ------- ------- --------
Basic and diluted return per share (pence) * 9 0.34 2.04 2.38 0.56 0.69 1.25
------- ------- -------- ------- ------- --------
* 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
2018 2017
Note GBP'000 GBP'000
---------------------------------------------------- ---- -------- --------
Fixed assets investments 10 61,639 55,815
Current assets
Current asset investments 12 373 -
Trade and other receivables less than one year 12 731 368
Cash and cash equivalents 7,485 6,700
-------- --------
8,589 7,068
Total assets 70,228 62,883
Payables: amounts falling due within one year
Trade and other payables 13 (1,078) (391)
-------- --------
Total assets less current liabilities 69,150 62,492
-------- --------
Equity attributable to equityholders
Called up share capital 14 3,519 3,321
Share premium 27,896 23,841
Capital redemption reserve 11 11
Unrealised capital reserve 15,358 12,118
Realised capital reserve 8,639 5,720
Other distributable reserve 13,727 17,481
-------- --------
Total equity shareholders' funds 69,150 62,492
-------- --------
Basic and diluted net asset value per share (pence)
* 15 22.78 21.60
-------- --------
* 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 25 March 2019 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 2018 3,321 23,841 11 12,118 5,720 17,481 62,492
Profit and total comprehensive income for the period - - - 6,102 57 1,031 7,190
Transfer of previously unrealised gains on disposal
of investments - - - (2,862) 2,862 - -
Purchase of own shares for treasury - - - - - (1,145) (1,145)
Issue of equity 198 4,157 - - - - 4,355
Cost of issue of equity - (102) - - - - (102)
Dividends paid - - - - - (3,640) (3,640)
------- ------- ---------------------------- ---------- -------- ------------- -------
At 31 December 2018 3,519 27,896 11 15,358 8,639 13,727 69,150
------- ------- ---------------------------- ---------- -------- ------------- -------
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
---------------------------------------------------- ------- ------- ---------------------------- ---------- -------- ------------- -------
*These reserves amount to GBP22,366,000 (2017: GBP23,201,000) 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 2018 31 December 2017
GBP'000 GBP'000
------------------------------------- ----------------- -----------------
Cash flow from operating activities
Investment income received 1,437 1,218
Deposit interest received 23 3
Dividend income received 185 782
Investment management fee paid (1,292) (1,128)
Performance incentive fee paid - (513)
Other cash payments (311) (295)
UK corporation tax paid - -
----------------- -----------------
Net cash flow from operating
activities 42 67
Cash flow from investing activities
Purchase of fixed asset investments (4,618) (5,735)
Disposal of fixed asset investments 5,904 4,498
Net cash flow from investing
activities 1,286 (1,237)
----------------- -----------------
Cash flow from financing activities
Issue of share capital 3,826 9,814
Cost of issue of equity (4) (2)
Purchase of own shares (including
costs) (1,146) (1,300)
Equity dividends paid* (3,219) (2,430)
Net cash flow from financing
activities (543) 6,082
----------------- -----------------
Increase in cash and cash equivalents 785 4,912
Cash and cash equivalents at start of
the year 6,700 1,788
Cash and cash equivalents at end of
the year 7,485 6,700
Cash and cash equivalents comprise:
Cash at bank 7,485 6,700
Cash equivalents - -
Total cash and cash equivalents 7,485 6,700
-------------------------------------- ----------------- -----------------
* 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
applicable United Kingdom law and accounting standards, including
Financial Reporting Standard 102 ("FRS 102"), and with the 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 International
Private Equity and Venture Capital Valuation ("IPEV") 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
IPEV 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.
Current asset investments
Contractual future contingent receipts on the disposal of investments
are designated at FVTPL and are subsequently measured at fair value.
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 fee, performance incentive fee 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% of management fees and performance incentive fees are allocated to
the realised capital reserve. This is in line with the Board's
expectation that over the long term 75% 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.
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.
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 2018 31 December 2017
2. Gains on investments GBP'000 GBP'000
---------------------------------------- ----------------- -----------------
Unrealised gains on fixed asset
investments 5,729 1,695
Unrealised gains on current asset
investments 373 -
Realised gains on fixed asset
investments 1,542 1,058
7,644 2,753
----------------- -----------------
Year ended Year ended
31 December 2018 31 December 2017
3. Investment income GBP'000 GBP'000
---------------------------------------- ----------------- -----------------
Interest from loans to portfolio
companies 1,625 1,331
Dividends 185 782
Bank deposit interest 24 3
1,834 2,116
----------------- -----------------
Year ended Year ended
4. Investment management and performance 31 December 2018 31 December 2017
incentive fee GBP'000 GBP'000
---------------------------------------- ----------------- -----------------
Investment management fee charged to
revenue 336 291
Investment management fee charged to
capital 1,007 873
Performance incentive fee charged to
revenue 159 -
Performance incentive fee charged to
capital 478 -
----------------- -----------------
1,980 1,164
----------------- -----------------
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 GBP1,343,000 (2017:
GBP1,164,000) and GBP50,000 (2017: GBP50,000) were purchased by the
Company from Albion Capital Group LLP in respect of management and
administration fees respectively. In addition, a performance incentive
fee with a value of GBP637,000 (2017: GBPnil) has been charged in the
Income statement. At the financial year end, the amount due to Albion
Capital Group LLP in respect of these services disclosed within payables
was GBP997,000 (2017: GBP309,000).
Albion Capital Group LLP is, from time to time, eligible to receive
arrangement fees and monitoring fees from portfolio companies. During
the year ended 31 December 2018 Albion Capital Group LLP received
arrangement fees from 11 portfolio companies and monitoring fees from 37
portfolio companies. Arrangement fees of GBP73,000 and monitoring fees
of GBP168,000 attributable to the Company were received by Albion
Capital Group LLP pursuant to these arrangements (2017: arrangement
fees: GBP90,000; monitoring fees: GBP143,000).
Albion Capital Group LLP, its partners and staff hold 916,373 Ordinary
shares in the Company.
Year ended Year ended
31 December 2018 31 December 2017
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) 26 25
Other expenses 154 136
302 283
Foreign exchange cost 6 20
----------------- -----------------
308 303
----------------- -----------------
Year ended Year ended
31 December 2018 31 December 2017
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 37 of the full Annual Report and
Financial Statements.
Year ended Year ended
31 December 2018 31 December 2017
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 2018 31 December 2017
taxation charge GBP'000 GBP'000
----------------------------------------------------- ------------------ ------------------
Return on ordinary activities before taxation 7,190 3,402
------------------ ------------------
Tax charge on profit at the effective UK corporation
tax rate of 19.00% (2017: 19.25%) 1,366 655
Effects of:
Non-taxable gains (1,452) (530)
Non-taxable income (35) (151)
Unutilised management expenses 121 26
------------------ ------------------
- -
------------------ ------------------
The tax charge for the year shown in the Income statement is lower than
the effective rate of corporation tax in the UK of 19.00% (2017:
19.25%). The differences are explained above.
The Company has excess management expenses of GBP11,535,000 (2017:
GBP10,897,000) that are available for offset against future profits. A
deferred tax asset of GBP1,961,000 (2017: GBP1,852,000) 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 2018 31 December 2017
8. Dividends GBP'000 GBP'000
---------------------------------------- ----------------- -----------------
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
First dividend of 0.6 pence per share
paid on 30 April 2018 1,842 -
Second dividend of 0.6 pence per share
paid on 31 October 2018 1,831 -
Unclaimed dividends returned to the
Company (33) (15)
----------------- -----------------
3,640 2,723
----------------- -----------------
The Directors have declared a first dividend of 0.6 pence per share for
the year ending 31 December 2019, which will amount to approximately
GBP1,821,000. This dividend will be paid on 30 April 2019 to
shareholders on the register on 5 April 2019.
9. Basic and diluted return per share
Year ended 31 December Year ended 31 December
2018 2017
Revenue Capital Total Revenue Capital Total
----------------------------------------------------- ------- ------- ------- ------- ------- -----
Profit attributable to shareholders (GBP'000) 1,031 6,159 7,190 1,522 1,880 3,402
Weighted average shares in issue (excluding treasury
shares) 302,182,990 272,042,345
Return attributable per equity share (pence) 0.34 2.04 2.38 0.56 0.69 1.25
The weighted average number of Ordinary shares is calculated excluding
the treasury shares of 48,273,000 (2017: 42,771,000).
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 2018 31 December 2017
Summary of fixed asset investments GBP'000 GBP'000
------------------------------------------------------ ---------------- ----------------
Investments held at fair value through profit or loss
Unquoted equity 39,367 30,551
Unquoted loan stock 21,347 23,219
Quoted equity 925 2,045
61,639 55,815
---------------- ----------------
31 December 2018 31 December 2017
GBP'000 GBP'000
---------------- ----------------
Opening valuation 55,815 51,601
Purchases at cost 5,535 6,066
Disposal proceeds (7,097) (4,673)
Realised gains 1,542 1,058
Movement in loan stock accrued income 115 68
Movement in unrealised gains 5,729 1,695
---------------- ----------------
Closing valuation 61,639 55,815
---------------- ----------------
Movement in loan stock accrued income
Opening accumulated movement in loan stock
accrued income 611 543
Movement in loan stock accrued income 115 68
---------------- ----------------
Closing accumulated movement in loan stock
accrued income 726 611
---------------- ----------------
Movement in unrealised gains
Opening accumulated unrealised gains 12,106 12,514
Transfer of previously unrealised gains to
realised reserve on disposal of
investments (2,862) (2,103)
Movement in unrealised gains 5,729 1,695
---------------- ----------------
Closing accumulated unrealised gains 14,973 12,106
---------------- ----------------
Historical cost basis
Opening book cost 43,098 38,544
Purchases at cost 5,535 6,066
Sales at cost (2,693) (1,512)
Closing book cost 45,940 43,098
---------------- ----------------
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 IPEV guidelines as follows:
31 December 2018 31 December 2017
Valuation Methodologies GBP'000 GBP'000
------------------------------------------ ---------------- ----------------
Cost and price of recent investment
(reviewed for impairment or uplift) 20,604 14,167
Third party valuation -- Earnings multiple 15,139 12,899
Third party valuation -- Discounted cash
flow 11,481 11,656
Revenue multiple 7,320 8,124
Earnings multiple 5,002 6,697
Offer price 934 -
Net assets 234 227
60,714 53,770
---------------- ----------------
Where cost or price of recent investment has been used the valuer has
assessed whether changes or events subsequent to the relevant
transaction would imply a change in the investment's fair value.
Fair value investments had the following movements between valuation
methodologies between 31 December 2017 and 31 December 2018:
Change in valuation methodology Value as at Explanatory Note
(2017 to 2018) 31 December 2018
GBP'000
------------------- ------------------------
Cost and price of recent 2,268 More appropriate
investment (reviewed for valuation methodology
impairment) to revenue multiple
Third party valuation -- 934 Third party offer
Discounted cash flow to offer received
price
Earnings multiple to revenue 865 More appropriate
multiple valuation methodology
Revenue multiple to cost and 461 Investment round has
price of recent investment recently taken place
(reviewed for impairment)
Cost and price of recent 420 More appropriate
investment (reviewed for valuation methodology
impairment) to earnings multiple
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 IPEV Guidelines. The Directors believe that, within
these parameters, the methods used are the most appropriate methods of
valuation as at 31 December 2018.
FRS 102 and the SORP requires the Company to disclose the inputs to the
valuation methods applied to its investments measured at FVTPL in a fair
value hierarchy. The table below sets out fair value hierarchy
definitions using FRS 102 s.11.27.
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 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 2018 31 December 2017
Level 3 reconciliation GBP'000 GBP'000
-------------------------------------- ---------------- ----------------
Opening valuation 53,770 47,758
Purchases at cost 5,535 6,066
Unrealised gains 5,886 1,611
Movement in loan stock accrued income 115 68
Realised net gains on disposal 1,434 927
Disposal proceeds (6,026) (2,660)
Closing valuation 60,714 53,770
---------------- ----------------
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. 63% of the portfolio of investments is
based on cost, recent investment price, offer 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 GBP1,393,000 or a decrease in the valuation of
investments by GBP1,095,000.
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 2018 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 (Loss) Net assets/ shares % class and voting
Company postcode before tax (liabilities) held share type rights
--------- ----------- ----------- ------------- ---------- --------------- -------
Academia CA 94108, 23.2% Preferred
Inc. USA n/a n/a 774,400 shares 3.0%
Active
Lives
Care EC2R 7AF, 20.3% Ordinary
Limited UK n/a* (1,414,000) 1,095,430 shares 20.3%
9,226,988 22.0% Preferred
Preferred; shares; 33.0%
Antenova EC4A 3TW, 23,419,703 Ordinary
Limited UK n/a* 1,799,000 Ordinary shares 28.7%
975,214 48.1% Ordinary
Elateral Ordinary; shares; 46.5%
Group 133,333 Preferred
Limited GU9 7XX, UK (1,087,000) (10,316,000) Preferred shares 47.9%
35.8% D
40,289 D Ordinary
Ordinary; shares; 20.7% E
Proveca 13,225 E Ordinary
Limited M1 4ET, UK n/a* (3,717,000) Ordinary shares 14.5%
Sift 42.1% Ordinary
Limited BS1 1QB, UK (810,000) 293,000 33,671,618 shares 42.1%
*The company files filleted accounts which does not disclose this
information.
12. Current assets
31 December 2018 31 December 2017
Current asset investments GBP'000 GBP'000
--------------------------
ErgoMed PLC* 373 -
---------------- ----------------
373 -
---------------- ----------------
*Amounts shown represent future contingent receipts. These are valued
using the level 3 fair value hierarchy as defined in note 10.
Trade and other receivables less than one 31 December 2018 31 December 2017
year GBP'000 GBP'000
------------------------------------------ ---------------- ----------------
Trade and other receivables less than one
year 714 350
Prepayments and accrued income 17 18
731 368
---------------- ----------------
The Directors consider that the carrying amount of receivables is not
materially different to their fair value.
31 December 2018 31 December 2017
13. Payables: amounts falling due within one year GBP'000 GBP'000
-------------------------------------------------- ---------------- ----------------
Trade payables 13 12
Accruals 1,059 367
Other payables 6 12
1,078 391
---------------- ----------------
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
------------------------------------------------------------ -------
332,100,215 Ordinary shares of 1 penny each at 31
December 2017 3,321
19,755,558 Ordinary shares of 1 penny each issued
during the year 198
------------------------------------------------------------ -------
351,855,773 Ordinary shares of 1 penny each at 31
December 2018 3,519
------------------------------------------------------------ -------
42,771,000 Ordinary shares of 1 penny each held in
treasury at 31 December 2017 (428)
5,502,000 Ordinary shares purchased during the year
to be held in treasury (55)
------------------------------------------------------------ -------
48,273,000 Ordinary shares of 1 penny each held in
treasury at 31 December 2018 (483)
------------------------------------------------------------ -------
303,582,773 Ordinary shares of 1 penny each in circulation*
at 31 December 2018 3,036
------------------------------------------------------------ -------
*Carrying one vote each
During the year the Company purchased 5,502,000 Ordinary shares (2017:
6,396,000) representing 1.6% of the issued Ordinary share capital as at
31 December 2018, at a cost of GBP1,145,000 (2017: GBP1,301,000),
including stamp duty, to be held in treasury. The Company holds a total
of 48,273,000 Ordinary shares in treasury, representing 13.7% of the
issued Ordinary share capital as at 31 December 2018.
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)
------------------ ------------------------- ---------- ------------------ ------------ --------------------------------------
30 April 2018 1,030,225 10 21.00 214 22.40
31 October 2018 970,268 10 22.14 213 23.00
----------
2,000,493 20 427
------------------------- ---------- ------------
During the period from 1 January 2018 to 31 December 2018, the Company
issued the following new Ordinary shares of nominal value 1 penny each
under the 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 2018 5,979,493 60 21.90 1,277 21.30
5 April 2018 9,261,391 93 22.20 2,005 19.80
11 April 2018 94,086 1 22.00 20 19.80
11 April 2018 8,144 - 22.10 2 19.80
11 April 2018 2,411,951 24 22.20 522 19.80
17,755,065 178 3,826
---------------- ---------- ----------------------------
15. Basic and diluted net asset value per share
The basic and diluted net asset value per share as at 31 December 2018
of 22.78 pence (2017: 21.60 pence) are based on net assets of
GBP69,150,000 (2017: GBP62,492,000) divided by the 303,582,773 shares in
issue (net of treasury shares) at that date (2017: 289,329,215).
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 18 and 19 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 GBP61,639,000 (2017:
GBP55,815,000). Fixed asset investments form 89% of the net asset value
as at 31 December 2018 (2017: 89%).
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. 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. 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 IPEV 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 GBP6,164,000 (2017: GBP5,582,000).
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 foreign currency risk through its
investments with operations outside the UK. 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.
Payments and receipts in currencies other than Sterling are 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.
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 GBP105,000 (2017:
GBP78,000). 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
8.6% (2017: 6.9%). The weighted average period to maturity for the fixed
rate fixed asset investments is approximately 5.2 years (2017: 5.7
years).
The Company's financial assets and liabilities, denominated in Sterling,
consist of the following:
31 December 2018 31 December 2017
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 - - 39,367 39,367 - - 30,551 30,551
Quoted
equity - - 925 925 - - 2,045 2,045
Unquoted
loan stock 20,161 636 550 21,347 21,845 665 709 23,219
Current
asset
investments - - 373 373 - - - -
Receivables
* - - 716 716 - - 350 350
Current
liabilities - - (1,078) (1,078) - - (391) (391)
Cash - 7,485 - 7,485 - 6,700 - 6,700
------------------- ------------- -------------------- -------- -------------------- ------------- -------------------- --------
Total net
assets 20,161 8,121 40,853 69,135 21,845 7,365 33,264 62,474
------------------- ------------- -------------------- -------- -------------------- ------------- -------------------- --------
* 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. For
investments made prior to 6 April 2018, which account for 97.5 per cent.
of loan stock value, typically loan stock instruments will have a fixed
charge or a fixed or floating charge, which may or may not be
subordinated, 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 2018 was limited to
GBP21,347,000 (2017: GBP23,219,000) of unquoted loan stock instruments,
GBP7,485,000 (2017: GBP6,700,000) cash on deposit with banks and
GBP714,000 (2017: GBP350,000) 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), and Barclays Bank plc.
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 2018
(2017: GBPnil) and had cash of GBP7,485,000 (2017: GBP6,700,000). The
Company had no investment commitments as at 31 December 2018 (2017:
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 2018 are short term in nature and total
GBP1,078,000 (2017: GBP391,000).
The carrying value of loan stock investments analysed by expected
maturity dates is as follows:
31 December 2018 31 December 2017
Redemption Fully performing Past due Valued below cost Total Fully Past due Valued below cost Total
date GBP'000 GBP'000 GBP'000 GBP'000 performingGBP'000 GBP'000 GBP'000 GBP'000
----------- ---------------- -------- ----------------- -------- ----------------- -------- ----------------- --------
Less than
one year 3,655 2,492 120 6,267 2,676 - - 2,676
1-2 years 835 - 279 1,114 2,419 3,097 - 5,516
2-3 years 1,103 1,262 - 2,365 1,155 328 - 1,483
3-5 years 1,972 1,622 175 3,769 2,737 2,887 - 5,624
5 + years 6,807 1,025 - 7,832 4,921 2,999 - 7,920
---------------- -------- ----------------- -------- ----------------- -------- ----------------- --------
Total 14,372 6,401 574 21,347 13,908 9,311 - 23,219
---------------- -------- ----------------- -------- ----------------- -------- ----------------- --------
Loan stock can be past due as a result of interest or capital not being
paid in accordance with contractual terms. The cost of loan stock valued
below cost is GBP676,000 (2017: GBPnil).
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
2018 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 2018, the Company had no financial commitments (2017:
GBPnil).
There were no contingent liabilities or guarantees given by the Company
as at 31 December 2018 (2017: GBPnil).
18. Post balance sheet events
Since the year end, the Company made the following investments:
-- Investment of GBP510,000 in Avora Limited;
-- Investment of GBP125,000 in Elateral Group Limited;
-- Investment of GBP104,000 in Beddlestead Limited;
-- Investment of GBP49,000 in Mirada Medical Limited; and
-- Investment of GBP45,000 in Convertr Media Limited.
Shortly after the year end, Edo Consulting Limited went into
administration and has been fully provided for.
19. Related party transactions
The Company has entered into an offer agreement relating to the Offers
with the Company's investment manager Albion Capital Group LLP
("Albion"), pursuant to which Albion will receive a fee of 2.5% of the
gross proceeds of the Offers and out of which Albion will pay the costs
of the Offers, as detailed in the Prospectus.
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 2018 and 31 December
2017, 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 2018, 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
https://www.globenewswire.com/Tracker?data=LFCtJqcJV1JsU6FSOTcUG_taMXbF94bDkK6kd7a6tj33cTLjU4lIiMqYQx9rY_uWRen4Zlbn_toTga9Zhu1xk-NimTth6ZZUsbvRQp8HoKHq-QiQxdHXWSlcDie-Xzuoa2k_YOGhVIVkH19fUi5pyOF_wT0iP8xDOv7HpNWLM4c=
www.albion.capital/funds/KAY/31Dec2018.pdf.
Attachment
-- Current portfolio sector analysis
https://ml-eu.globenewswire.com/Resource/Download/81d545e5-a542-4e7c-96a9-aa27b3cd6def
(END) Dow Jones Newswires
March 25, 2019 10:32 ET (14:32 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
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