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NCA2 New Century Aim Vct 2 Plc

33.50
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
New Century Aim Vct 2 Plc LSE:NCA2 London Ordinary Share GB00B1SN3863 ORD 10P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 33.50 26.00 41.00 33.50 33.50 33.50 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Investors, Nec -1.46M -1.6M -0.3147 -1.06 1.7M

New Cent. Aim Vct 2 Final Results

25/04/2017 2:09pm

UK Regulatory


 
TIDMNCA2 
 
 

Details of Directors

 
New Century AIM                   31st December 
VCT 2 plc                         2016 
Audited Report and Accounts for 
the year to 31st December 2016 
 
 
Financial Summary                   1 
Chairman's Statement                2 
Details of Directors                3 
Management and Administration       4 
Directors                           5 
Strategic Report                    6 
Investment Portfolio                8 
Top Ten Investments                 11 
Directors' Report                   12 
Directors' Remuneration Report      15 
Corporate Governance                17 
Independent Auditors' Report        20 
Statement of Comprehensive Income   23 
Balance Sheet                       24 
Statement of Changes in Equity      25 
Cash Flow Statement                 26 
Notes to the Financial Statements   27 
Shareholder Information             38 
Notice of Annual General Meeting    39 
Form of Proxy 
Financial Summary 
 
 
                                                  Year ended   Year ended 
                                                  31 December  31 December 
                                                  2016         2015 
Revenue 'return' per share (pence) for the year   (0.02)       0.13 
Total 'return' per share (pence) for the year     (0.58)       5.40 
Proposed dividends per share (pence)              3.00         1.75 
Net asset value per share (pence)                 60.90        63.24 
Cumulative value of shareholder                   68.16        68.75 
investment (net asset 
value plus  cumulative dividends 
per share) (pence) 
Shareholders' funds (GBP'000)                       2,805        2,913 
 
 

Details of Directors

 

Chairman's Statement

 

In the twelve months to 31st December 2016, the net asset value (NAV) of your fund fell by 3.7% to 60.90 based on bid prices. The net asset value plus cumulative dividends fell from 68.75p to 68.16p being a decline of 0.86%. It did however experience a recovery in the second half of the year with an increase of 6.84% from the interims in June. The FTSE AIM Allshare index increased by 14.21% in the year.

 

The second half improvement has carried on with the NAV as at 16th March 2017 being 69.96p which is an increase of 11.33% from the NAV at the start of the year. The FTSE AIM Allshare index has increased by 8.86% over the same period. This NAV is based on mid market prices, the industry standard, in line with those that are reported to the Market at the end of each month, whereas in our annual report we quote the NAV as based on bid prices a statutory requirement.

 

During the year your Board sent out a document to shareholders requesting their views on what they wanted from their fund in the future. The overwhelming majority, over 85% of those that responded, voted for the fund to continue with an increased emphasis on paying dividends. Dividends paid by your fund to shareholders are free of tax. Therefore it is the Board's intention to propose a dividend for the year of 3 pence per share representing at the mid price on the 15th March 2017 a yield of 5.5%.

 

The level of qualifying investments at 79% is still comfortably above the 70% required level.

 

We are seeing more new qualifying issues currently, but we continue to take a cautious approach. We remain cautiously optimistic about the year ahead although we do not know what reaction the Market will take or indeed the Companies we have invested in will experience now that the Government has officially triggered the Countries intention to leave the EU.

 

Geoffrey Gamble 24 April 2017

 

Michael Barnard (Aged 66)

 

Michael has been employed in stockbroking since 1971. In 1974 he became a Member of the Stock Exchange. During his career his duties have spanned investment advising, investment research, dealing and company management. In 1988 he started his own stockbroking company, MD Barnard & Company Ltd. Based in Laindon, Essex, it has offices in London, Wells, Exeter and Colchester. Since 1995, he has been either managing or advising unit trust, private client and pension company portfolios with a total value of approximately GBP115 million.

 

Geoffrey Gamble (Aged 58)

 

Geoffrey started his career with National Westminster Bank plc. He joined Publishing Holdings plc in 1984 and became a director in 1986. He took part in an MBO in 1988, backed by Schroder Ventures (now Permira) to form Charterhouse Communications Group Ltd and was instrumental in the satisfactory venture capital exit from that company and its flotation on AIM in 1996. He became managing director of Charterhouse Communications plc in 1999.

 

Peter William Riley (Aged 72)

 

Peter qualified as a solicitor in 1969 and in that year became partner of Mitchells, Solicitors. In 1977, he became a partner in his present solicitor practice, Daybells, where he specialises in property law with an emphasis on large commercial properties.

 

Ian Cameron-Mowat (Aged 66)

 

Ian has a BSc 1st degree in electronics and was involved in the early development of computers at Burroughs Machines. He is currently a consultant radiologist to a NHS Trust.

 

Management and Administration

 
Registered Office               4thFloor, 
                                50 Mark Lane 
                                London EC3R 7QR 
Company Secretary               Tricor Secretaries Limited 
                                4th Floor, 
                                50 Mark Lane 
                                London EC3R 7QR 
Registrar                       Neville Registrars Limited 
                                Neville House 
                                18 Laurel Lane 
                                Halesowen 
                                West Midlands B63 3DA 
Solicitors                      Dundas & Wilson 
                                5th Floor, Northwest Wing 
                                Bush House 
                                Aldwych 
                                London WC2B 4EZ 
Investment Manager and Broker   MD Barnard & Company Ltd 
                                17-21 New Century Road 
                                Laindon, Essex SS15 6AG 
Auditor & VCT Status Adviser    UHY Hacker Young LLP 
                                Quadrant House 
                                4 Thomas More Square 
                                London E1W 1YW 
 
 

Directors

 

Geoffrey Gamble (Chairman)

 

Michael David Barnard

 

Peter William Riley

 

Ian Cameron-Mowat

 

All directors are non-executive.

 

Audit Committee:

 

Geoffrey Gamble (Chairman)

 

Peter William Riley

 

Ian Cameron-Mowat

 

Strategic Report

 

Activities and status

 

The principal activity of the company during the year was the making of long-term equity and loan investments in unquoted and AIM traded companies in the United Kingdom. The company has been listed on the London Stock Exchange since 4 April 2007 and has been granted approval by the Inland Revenue as a Venture Capital Trust. The Chairman's Statement on page 2 and the Investment Manager's Review below give a review of developments during the year and of future prospects.

 

The directors have managed the affairs of the company with the intention that it will qualify for approval by the Inland Revenue as a Venture Capital Trust for the purposes of Section 842AA of the Income and Corporation Taxes Act 1988 ('the Act'). The directors consider that the company was not at any time up to the date of this report a close company within the meaning of Section 414 of the Act.

 

Investment Manager's Review

 

Political events such as the EU referendum and the American elections, where in both cases the eventual outcome surprised many commentators, led to a decline of 3.7% in the net asset value of the portfolio. However we are encouraged by the recovery of 6.84% in the second half of the year and by the continued 11.3% increase in the current year based on a net asset value of 69.96p as at 16th March 2017. The nature of the VCT primarily being invested in smaller UK companies, it lagged behind the AIM index which gained 14.21% in the period as the Index has exposure to the mining and oil sector, and which also benefited from the weakness in Sterling.

 

We made twelve qualifying investments, purchasing shares in Immupharma, Photonstar LED, YU Group, Scancell, Medaphor, Imginatik, Sys Group, LoopUp, Microsaic Systems, Faron, Cloudcall and Creo Medical.

 

We sold or part sold twelve investments in the period.

 

The fund did not process a buyback as it has done previously as the Board asked shareholders for their view on what they sought from the fund in the future, and the outcome was increased dividend payments.

 

Well documented market challenges persist, however although we may experience some volatility in the months ahead now that the Country has triggered Article 50 to formalise the process of Britain leaving the EU, we feel well prepared for this and continue to work hard to mitigate against this. Your portfolio holds some well managed investments which we feel offers exciting prospects. We therefore remain cautiously optimistic for the year ahead.

 

Investment Objective

 

New Century AIM VCT 2 PLC is a Venture Capital Trust ("VCT") established under the legislation introduced in the Finance Act 1995. The company's principal objectives as set out in the prospectus are to achieve long term capital growth through investment in a diversified portfolio of Qualifying Companies primarily quoted on AIM.

 

Principal risks and uncertainties

 

The company invests its funds primarily in unlisted companies and companies traded on AIM, which entail a higher degree of risk than investments in large listed companies. The main risk, therefore, arising from the company's activities is market price risk, representing the uncertain realisable values of the company's investments. Please refer to note 22 to these accounts which gives a detailed review of the company's risk management.

 

Environmental matters

 

Discussion in respect of environmental matters is not considered relevant or material to an understanding of the performance of the company. The company does not consider that Greenhouse Gas Emissions disclosure is relevant to the company on the grounds of immateriality due to it not having its own premises or employees.

 

Key performance indicators

 

The financial key performance indicators are set out in the financial summary on page 1.

 

Michael Barnard 24 April 2017

 

Investment Portfolio

 
Security                  Cost         Valuation       %       % 
                                       31/12/2016      Cost    Valuation 
Qualifying                2,360,778    2,367,059       81.87   83.87 
Investments 
Non-qualifying            425,955      358,371         14.77   12.70 
Investments 
Uninvested                96,810       96,810          3.36    3.43 
funds 
                          2,883,543    2,822,240       100.00  100.00 
Qualifying 
Investments 
AIM 
Quoted 
Marechale Capital         83,327       11,344          2.89    0.40 
plc 
HML Holdings              128,891      175,750         4.47    6.22 
plc 
TP Group                  160,062      46,746          5.55    1.65 
plc 
Tristel                   46,639       171,760         1.62    6.09 
plc 
Cyanconnode Holdngs       204,218      31,198          7.08    1.11 
plc 
M.Winkworth               56,280       68,600          1.95    2.43 
plc 
Inspired Energy           50,462       212,625         1.75    7.53 
plc 
Microsaic Systems         92,002       21,747          3.19    0.77 
plc 
Venn Life Sciences        155,184      137,959         5.38    4.89 
Holdings plc 
DP Poland                 25,630       95,200          0.89    3.37 
plc 
Modern Water              50,256       6,000           1.74    0.21 
plc 
Quixant                   9,247        68,000          0.32    2.41 
plc 
Blur Group                6,785        585             0.24    0.02 
plc 
Keywords Studios          25,162       104,803         0.87    3.71 
plc 
Sanderson Group           15,204       18,975          0.53    0.67 
plc 
Cloudbuy                  41,896       3,083           1.45    0.11 
plc 
PHSC                      50,256       30,000          1.74    1.06 
plc 
EU Supply                 19,422       9,405           0.67    0.33 
plc 
Plastics Capital          33,168       39,600          1.15    1.40 
plc 
Sysgroup                  45,232       39,750          1.57    1.41 
plc 
Brighton Pier             35,379       24,200          1.23    0.86 
Group plc 
Kalibrate Technologies    27,975       24,662          0.97    0.87 
plc 
Syqic                     26,546       6,390           0.92    0.23 
plc 
Martinco                  50,253       61,000          1.74    2.16 
plc 
Solid State               35,248       63,036          1.22    2.23 
plc 
Audioboom Group           22,615       37,500          0.78    1.33 
plc 
Scholium Group            40,203       13,600          1.39    0.48 
plc 
Rosslyn Data              23,218       6,300           0.81    0.22 
Technologies 
plc 
Coral Products            25,104       34,225          0.87    1.21 
plc 
SRT Marine Systems        18,093       40,000          0.63    1.42 
plc 
ULS Technology            18,091       43,200          0.63    1.53 
plc 
Gfinity                   50,405       38,350          1.75    1.36 
plc 
Premier Technical         52,420       82,246          1.82    2.91 
Services 
Group plc 
Angle                     75,128       55,200          2.61    1.96 
plc 
Bilby                     52,465       54,900          1.82    1.95 
plc 
Security                  Cost         Valuation       %       % 
                                       31/12/2016      Cost    Valuation 
Qualifying 
Investments 
AIM 
Quoted 
Hunters Property          50,253       64,000          1.74    2.27 
plc 
Satellite Solutions       55,027       97,333          1.91    3.45 
Worldwide 
Group plc 
Tekcapital                60,304       99,000          2.09    3.51 
plc 
Falanx Group              23,923       11,900          0.83    0.42 
Ltd 
Premaitha Health          40,204       16,000          1.39    0.57 
plc 
Photonstar LED            15,079       7,500           0.52    0.27 
Group plc 
Yu Group                  20,504       36,165          0.71    1.28 
plc 
Scancell Holdings         20,506       17,400          0.71    0.62 
plc 
Medaphor Group            25,129       15,555          0.87    0.55 
plc 
Imaginatik                20,104       16,800          0.70    0.60 
plc 
Loopup Group              20,104       23,600          0.70    0.84 
plc 
Faron Pharmaceuticals     20,103       20,800          0.70    0.74 
Ltd 
Cloudcall Group           20,230       23,100          0.70    0.82 
plc 
Creo Medical              37,691       39,967          1.31    1.42 
Group plc 
                          2,281,627    2,367,059       79.12   83.87 
Qualifying 
Investments 
Unlisted 
Litebulb Group            51,008       0               1.77    0.00 
Ltd 
Outsourcery               28,143       0               0.98    0.00 
plc 
                          79,151       0               2.75    0.00 
Total qualifying          2,360,778    2,367,059       81.87   83.87 
investments 
Non Qualifying 
Investments 
AIM 
Quoted 
Sanderson Group           10,398       17,250          0.36    0.61 
plc 
Rotala                    27,683       32,200          0.96    1.14 
plc 
Tristel                   60           152             0.00    0.01 
plc 
China Food                31,547       1,100           1.09    0.04 
Co plc 
TLA Worldwide             26,975       30,000          0.94    1.06 
plc 
Mar City                  10,053       4,500           0.35    0.16 
plc 
Audioboom Group           1,163        250             0.04    0.01 
plc 
Mountfield                9,556        6,000           0.33    0.21 
Group plc 
Be Heard Group            10,040       9,275           0.35    0.33 
plc 
Oakley Capital            10,374       11,372          0.36    0.40 
Investments 
plc 
EVR Holdings              34,994       120,000         1.21    4.25 
plc 
Yolo Leisure &            12,798       6,375           0.44    0.23 
Technology plc 
                          185,641      238,474         6.43    8.45 
 
 

Investment Portfolio

 
Security                           Cost     Valuation   %      % 
                                            31/12/2016  Cost   Valuation 
UK listed 
Investec plc                       169,416  87,863      5.88   3.11 
British American Tobacco plc       8,841    18,484      0.31   0.66 
Twentyfour Income Fund Ltd         9,852    9,100       0.34   0.32 
                                   188,109  115,447     6.53   4.09 
Unlisted Investments 
Merchant House Group Ltd           20,103   3,000       0.70   0.11 
Litebulb Group Ltd                 21,897   0           0.76   0.00 
Sorbic International plc           10,205   1,450       0.35   0.05 
                                   52,205   4,450       1.81   0.16 
Total non-qualifying investments   425,955  358,371     14.77  12.70 
 
 

Top Ten Investments

 
Security                                  Cost     Valuation  % 
Inspired Energy plc                       50,462   212,625    7.53 
HML Holdings plc                          128,891  175,570    6.22 
Tristel plc                               46,639   171,760    6.09 
Venn Life Sciences Holdings plc           155,184  137,959    4.89 
EVR Holdings plc                          34,994   120,000    4.25 
Keywords Studios plc                      25,162   104,803    3.71 
Tekcapital plc                            60,304   99,000     3.51 
Satellite Solutions Worldwide Group plc   55,027   97,333     3.45 
DP Poland plc                             25,630   95,200     3.37 
Investec plc                              169,416  87,863     3.11 
 
 

The investments tabulated above are expressed as a percentage by valuation of the company's investment portfolio including uninvested cash.

 

Directors' ReportThe directors present their report and the audited accounts for the year to 31 December 2016.

 

Results and dividend

 
                            Year to             Year to 
                            31 December 2016    31 December 2015 
                            Revenue  Capital    Revenue  Capital 
                            GBP'000    GBP'000      GBP'000    GBP'000 
(Loss)/Return on ordinary   (1)      (26)       6        269 
activities 
after taxation 
Appropriated as follows: 
Interim dividend paid 
Revenue - nil p             -        -          -        - 
Capital - nil p             -        -          -        - 
Final dividend paid in 
respect of prior year 
Revenue - 0.00p (0.00p)     -        -          -        - 
per share 
Capital - 1.50p (1.25p)     -        (81)       -        (77) 
per share 
Transfers to reserves       (1)      (118)      6        192 
 
 

Directors

 

The directors of the company who served throughout the year and their interests in the issued ordinary shares of 10p of the company are as follows:

 
                        Year ended        Year ended 
                        31 December 2016  31 December 2015 
Michael David Barnard   362,795           362,795 
Geoffrey Gamble         95,723            95,723 
Peter William Riley     3,000             3,000 
Ian Cameron-Mowat       32,172            67,065 
 
 

All of the directors' share interests shown above are held beneficially. There have been no changes in the directors' share interests between 31 December 2016 and the date of this report.

 

Brief biographical notes on the directors are given on page 3. The director, retiring in accordance with the Company's Articles of Association, Michael Barnard, who being eligible will offer himself for re-election at the forthcoming annual general meeting. The directors believe his experience in small companies is a great benefit to the Board and recommend his re-election.

 

None of the directors has a contract of service with the company and, except as mentioned below under the heading "Management", there were no contracts that subsisted during the year in which a director was materially interested and which was significant in relation to the company's business.

 

Management

 

MD Barnard & Company Ltd has acted as investment manager to the company since inception. The principal terms of the Investment Management Agreement are set out in Note 6 to the Accounts.

 

VCT status monitoring

 

The company has engaged UHY Hacker Young LLP to advise it on compliance with the VCT legislation. UHY Hacker Young LLP reviews the company's investment portfolio to monitor ongoing VCT compliance. UHY Hacker Young LLP works closely with the investment manager, but reports directly to the Board of the company.

 

Substantial shareholdings

 

The company has been notified, in accordance with Chapter 5 of FCA's Disclosure and Transparency Rules, of the under noted interests as at 31 December 2016 of 3 per cent shareholders and above:

 

M.D. Barnard 362,795

 

N. Shanks 315,821

 

I.A. Houston 200,000

 

D.M. Trotman 180,000

 

Platform Securities Nominees 172,065

 

J.R. Atkinson 152,365

 

R.S. Like 145,800

 

A. Lanza 140,955

 

Acquisition of own shares

 

During the year the company did not make any acquisition of its own shares.

 

Structure of the company's capital

 

The company only has one class of ordinary share and each share has attached to them full voting rights, dividends and capital distribution rights (including on a winding up) and do not confer any rights of redemption.

 

Appointment of Directors

 

The Directors are subject to re-election with one third of the Directors being re-elected annually at the AGM.

 

Creditor payment policy

 

The company's payment policy is to agree terms of payment before business is transacted and to settle accounts in accordance with those terms. The company's principal expenses such as investment management fees and administration fees are paid quarterly in arrears in accordance with the respective agreements. Accordingly the company had no material trade creditors at the year-end.

 

Post balance sheet events

 

Details of the post balance sheet events are set out in note 27.

 

Annual general meeting

 

Notice of the annual general meeting is set out on page 39.

 

Auditors

 

In accordance with Section 485 of the Companies Act 2006, a resolution proposing that UHY Hacker Young LLP be reappointed as auditors of the Company and that the Directors be authorised to determine their remuneration will be put to the next Annual General Meeting.

 

Statement of disclosure to auditors

 

So far as the directors are aware:

 

1. there is no relevant audit information of which the Company's auditors are unaware; and

 

2. the directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.

 

By Order of the Board

 

Michael Barnard 24 April 2017

 

Directors' Remuneration Report

 

The Board has prepared this report in accordance with the requirements of the Companies Act 2006. A resolution to approve this report will be put to the members at the Annual General Meeting to be held on Friday 23 June 2017.

 

Directors' remuneration policy

 

The company does not have any executive directors and, as permitted under the Listing Rules, has not, therefore, established a remuneration committee. Directors, with the exception of the chairman, do not receive any remuneration or fees.

 

The directors shall be paid by the company all travel, hotel and other expenses they may incur in attending meetings of the directors or general meetings or otherwise in connection with the discharge of their duties. Any director who, by request of the directors, performs special services may be paid such extra remuneration as the directors may determine.

 

Directors' remuneration (audited)

 

None of the Directors received any remuneration from the company during the year under review, with the exception of the chairman, who received a fee of GBP1,250.

 

No other emoluments or pension contributions were paid by the company to, or on behalf of, any director. None of the directors has a service contract with the company. It is expected that, with the exception of the chairman, the directors will continue not to receive any remuneration for their services in the forthcoming years.

 

Performance

 

The directors consider that the most appropriate measure of the company's performance is its Cumulative Value of Shareholder Investment (net asset value plus cumulative dividends). The company's Cumulative Value of Shareholder Investment at 31 December 2015 and 31 December 2016 is set out in the Financial Summary on page 1.

 

Total shareholder return

 

[graph omitted]

 

The above graph shows the company's total shareholder return compared to that of the FTSE AIM All Share Index total return for the period since listing on the London Stock Exchange.

 

By Order of the Board

 

Michael Barnard 24 April 2017

 

Corporate Governance

 

The directors support the relevant principles of the UK Corporate Governance Code issued in April 2016 by the Financial Reporting Council, being the principles of good governance and the code of best practice as set out in the Main Principles of the Code annexed to the Listing Rules of the Financial Conduct Authority.

 

The UK Corporate Governance Code is available at the following location:

 

www.frc.org.uk/corporate/ukcgcode.cfm

 

Going Concern

 

Bearing in mind that the assets of the company consist mainly of marketable securities, the directors are of the opinion that at the time of approving the accounts, the company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the accounts.

 

The Board

 

The company is led and controlled by a Board of directors who are all non-executives and who have had relevant experience with quoted companies prior to their appointment. The Chairman is Geoffrey Gamble. Biographical details of all Board members are shown on page 3.

 

One third of the Directors are subject to re-election at each AGM by rotation.

 

During the year the following were held:

 
4 full board meetings      1 Audit Committee meeting 
All members attended all   All members attended the meeting with the 
meetings with the          exception of Mr.  Cameron-Mowat. 
exception of Mr. Riley 
on  one occasion. 
 
 

All directors had relevant experience with quoted companies prior to their appointment and it was therefore not thought necessary to provide further training in respect of their obligations and duties.

 

The Board has also established procedures whereby directors wishing to do so in the furtherance of their duties may take independent professional advice at the company's expense.

 

All directors have access to the advice and services of the Company Secretary. The Company Secretary provides the Board with full information on the company's assets and liabilities and other relevant information requested by the Chairman, in advance of each Board meeting.

 

The Board believes that it presents a balanced and understandable assessment of the company's position and prospects. The Audit Committee meets at least once a year. Under the chairmanship of a non-executive director, its membership comprises all the non-executive directors with the exception of the representative of the investment manager. During the year the Audit Committee was chaired by Mr Gamble. The Audit Committee reviews the accounts and is reported to by the external auditors. The audit committee did not identify or consider any significant issues relating to the financial statements as substantially all the investments are valued by reference to publicly quoted prices. Further, the Audit Committee keeps under review the cost effectiveness, independence and objectivity of the auditors. A formal statement of independence is received from the external auditors each year.The terms of reference of the audit committee are available for inspection at the company's registered office.

 

The investment manager is authorised and regulated by the Financial Conduct Authority and the directors have an opportunity to review their own auditors' review of their financial controls.

 

Relations with shareholders

 

The Chairman is the company's principal spokesman with investors, fund managers, the press and other interested parties.

 

Shareholders will have the opportunity to meet the Board at the AGM. The Board is also happy to respond to any written queries made by shareholders during the course of the year, or to meet with major shareholders if so requested.

 

In addition to the formal business of the AGM, representatives of the management team and the Board are available to answer any shareholder queries.

 

Separate resolutions are proposed at the AGM on each substantially separate issue. The Registrars collate proxy votes and the results (together with the proxy forms) are forwarded to the Company Secretary immediately prior to the AGM. In order to comply with the Governance Code, proxy votes will be announced at the AGM, following each vote on a show of hands, except in the event of a poll being called. The notice of the next AGM and proxy form can be found at the end of these accounts.

 

Financial Reporting

 

The directors' statement of responsibilities for preparing the financial statements is set out on page 19, and a statement by the auditors about their reporting responsibilities is set out in the Auditors' Report on page 21.

 

Internal control

 

The directors are responsible for the company's system of internal control. Although no system of internal control can provide absolute assurance against material misstatement or loss, the company's systems are designed to provide the directors with reasonable assurance that problems are identified on a timely basis and dealt with appropriately.

 

The directors have conducted a review of the effectiveness of the system of internal control for the year covered by the financial statements. This accords with the FRC's guidance on Risk Management, Internal Control and Related Financial and Business Reporting.

 

Although the Board is ultimately responsible for safeguarding the assets of the company, the Board has delegated, through written agreements, the day-to-day operation of the company to M D Barnard & Co. Limited.

 

Compliance statement

 

The Listing Rules require the Board to report on compliance with the Governance Code provisions throughout the accounting year. The Comply or Explain directions of the Governance Code does however acknowledge that some provisions may have less relevance for investment companies. With the exception of the limited items outlined below, the Company has complied throughout the accounting year to 31 December 2016 with the provisions set out in Sections A to E of the Governance Code.

 

1. The Board has not appointed a nominations committee as they consider the Board to be small and it comprises wholly non-executive directors. Appointments of new directors are dealt with by the full Board.

 

2. New directors do not receive a full, formal and tailored induction on joining the Board. Such matters are addressed on an individual basis as they arise.

 

3. Due to the size of the Board and the nature of the company's business, a formal performance evaluation of the Board, its committees, the individual directors and the Chairman has not been undertaken. Specific performance issues are dealt with as they arise.

 

4. The company has three independent directors, as defined by the Governance Code issued in April 2016 The board consider that Messrs. Gamble, Riley and Cameron-Mowat are independent in character and judgement and there are no relationships or circumstances which are likely to affect, or could appear to affect the directors' judgement. The Board considers that all directors have sufficient experience to be able to exercise proper judgement within the meaning of the Governance Code.

 

5. The company does not have a chief executive officer or senior independent director. The Board does not consider this to be necessary for the size of the company.

 

6. The company does not conduct a formal review as to whether there is a need for an internal audit function. The directors do not consider that an internal audit would be an appropriate control for a venture capital trust.

 

7. The Audit Committee is chaired by Geoffrey Gamble, Chairman of the Board of directors, whom the board regard as independent despite recommendations to the contrary in the Governance Code due to his being Chairman of the Board of directors.

 

8. The non-executive directors do not have service contracts, whereas the recommendation is for fixed term renewable contracts.

 

9. The company has no major shareholders so shareholders are not given the opportunity to meet any new non-executive directors at a specific meeting other than the annual general meeting.

 

Statement of directors' responsibilities

 

United Kingdom company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company as at the end of the financial year and of the revenue of the company for that period. In preparing those financial statements, the directors are required to:

 

-select suitable accounting policies and apply them consistently;

 

-make judgements and estimates that are reasonable and prudent;

 

-state whether applicable accounting standards have been followed; and

 

-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

 

The directors are responsible for ensuring that proper accounting records are kept, which disclose with reasonable accuracy at any time the financial position of the company, enabling them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for the company's system of internal control, for safeguarding the assets of the company and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Responsibility statement

 

The directors confirm that to the best of their knowledge:

 

1. the financial statements, prepared in accordance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), give a true and fair view of the assets, liabilities, financial position and profit or loss of the company; and

 

2. the Directors' report includes a fair review of the development and performance and position of the company, together with a description of the principal risks and uncertainties that it faces.

 

By Order of the Board

 

Michael Barnard 24 April 2017

 

Independent Auditors' Report to the members ofNew Century AIM VCT 2 plc

 

Opinion on the financial statements

 

In our opinion the financial statements:

 
 
    -- give a true and fair view of the state of the company's affairs as at 

31 December 2016 and of the company's loss for the year then ended;

 
    -- have been properly prepared in accordance with United Kingdom 

Generally Accepted Accounting Practice; and

 
    -- have been prepared in accordance with the requirements of the 

Companies Act 2006.

 

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

 

We have audited the financial statements of New Century AIM VCT 2 plc for the year ended 31 December 2016 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Cash Flow Statement and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

 

Our assessment of risks of material misstatements

 

We identified the following risks that we believe have had the greatest impact on our audit strategy and scope:

 
 
    -- The carrying value of the investments and the recognition of realised 

and unrealised gains and losses. The investment portfolio and

associated realised and unrealised gains and losses is the key driver

to the financial performance of the company and has the greatest

impact on both the income statement and balance sheet.

 
    -- Compliance with the VCT rules is necessary to maintain the VCT status 

and associated tax benefits.

 
    -- Management override of controls is considered to be a significant risk 

for all audit engagements as required by auditing standards.

 
    -- Auditing standards require that revenue recognition is considered a 

significant risk other than in exceptional circumstances.

 

Our application of materiality

 

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements on our audit and on the financial statements. We define financial statement materiality as the magnitude by which misstatements, including omissions, could influence the economic decisions taken on the basis of the financial statements by reasonable users.

 

We also determine a level of performance materiality which we use to determine the extent of testing needed to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole.

 

We determined materiality for the financial statements as a whole to be GBP42,000. In determining this we based our assessment on an average of three key indicators, being the return before tax, the net assets and gross assets of the company. On the basis of our risk assessment, together with our assessment of the Company's control environment, our judgement is that performance materiality for the financial statements should be 75% of materiality, being GBP31,500.

 

An overview of the scope of our audit

 

The approach we took to the assessed risks described above was as follows:

 
 
    -- We tested the value of the year-end investments by reference to market 

price information at the year-end. The purchase and sale of

investments were agreed to contract notes and cash movements on a

sample basis. The realised gains and losses on the sale of investments

were re-calculated for both the individual transactions on a sample

basis and for the total portfolio.

 

The movement in unrealised gains was checked for arithmetical accuracy and validated by reviewing the opening costs to prior year balances and purchases on a sample basis.

 

The portfolio is maintained by the investment advisor in accordance with the investment management agreement. We agreed the investment portfolio to a signed confirmation provided by the investment advisor detailing each investment, the cost and market price.

 
 
    -- Our work in respect of the compliance with the VCT rules involved 

testing the eight conditions for maintaining approval as a VCT as set

out by HMRC. Each of the conditions was tested in turn in order to

assess whether it had been met as at the year-end.

 
    -- We have reviewed the transactions in the year for unusual items 

outside the ordinary course of business and agreed journals raised as

relevant to the company's business.

 
    -- We tested the investments held in the year on a sample basis and 

agreed the dividends issued from the investments to revenue recognised

in the year.

 

Scope of the audit of the accounts

 

A description of the scope of an audit of financial statements is provided on the FRC's web-site at www.frc.org.uk/auditscopeukprivate.

 

Respective responsibilities of directors and auditors

 

As explained more fully in the Statement of Directors' Responsibilities set out on page 19, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.

 

Opinion on other matters prescribed by the Companies Act 2006

 

In our opinion:

 
 
    -- the part of the Directors' Remuneration Report to be audited has been 

properly prepared in accordance with the Companies Act 2006;

 
    -- the information given in the Strategic Report and the Directors' 

Report for the financial year for which the accounts are prepared is

consistent with the financial statements.

 

Matters on which we are required to report by exception

 

We have nothing to report in respect of the following:

 

Under the International Standards on Auditing (UK and Ireland), we are required to report to you if, in our opinion, information in the financial statements is:

 
 
    -- materially inconsistent with the information in the audited financial 

statements; or

 
    -- apparently materially incorrect based on, or materially inconsistent 

with, our knowledge of the Company acquired in the course of

performing our audit; or

 
    -- is otherwise misleading. 
 

In particular, we are required to consider whether we have identified any inconsistencies between our knowledge acquired during the audit and the directors' statement that they consider the annual report fair, balanced and understandable and whether the annual report appropriately discloses those matters that we communicated to the audit committee which we consider should have been disclosed.

 

Under the Companies Act 2006 we are required to report to you if, in our opinion:

 
 
    -- adequate accounting records have not been kept, or returns adequate 

for our audit have not been received from branches not visited by us;

or

 
    -- the financial statements are not in agreement with the accounting 

records and returns; or

 
    -- certain disclosures of directors' remuneration specified by law are 

not made; or

 
    -- we have not received all the information and explanations we require 

for our audit.

 

Under the Listing Rules we are required to review:

 
 
    -- the directors' statement, set out on page 17, in relation to going 

concern; and

 
    -- the part of the Corporate Governance Statement relating to the 

company's compliance with the nine provisions of the UK Corporate

Governance Code specified for our review; and

 
    -- certain elements of the report to the shareholders by the Board on 

directors' remuneration.

 

Colin Jones (Senior statutory auditor)

 

for and on behalf of UHY Hacker Young

 

Chartered Accountants

 

Statutory Auditors

 

Quadrant House

 

4 Thomas More Square

 

London, E1W 1YW

 

24 April 2017

 

Statement of Comprehensive Income

 

(incorporating the revenue account)

 

for the year to 31 December 2016

 
                        Year ended                    Year ended 
                        31 December 2016              31 December 2015 
                 Notes  Revenue   Capital   Total     Revenue   Capital   Total 
                        GBP'000     GBP'000     GBP'000     GBP'000     GBP'000     GBP'000 
Gains/(losses) 
on 
investments 
-                       -         29        29        -         133       133 
realised 
-                       -         (34)      (34)      -         160       160 
unrealised 
Income           5      50        -         50        52        -         52 
Investment       6      (7)       (21)      (28)      (8)       (24)      (32) 
management 
fee 
Other            7      (44)      -         (44)      (38)      -         (38) 
expenses 
                        ________  ________  ________  ________  ________  ________ 
(Loss)/return           (1)       (26)      (27)      6         269       275 
on 
ordinary 
activities 
before 
taxation 
Tax                     -         -         -         -         -         - 
charge           9 
on 
ordinary 
activities 
                        ________  ________  ________  ________  ________  ________ 
(Loss)/return           (1)       (26)      (27)      6         269       275 
on 
ordinary 
activities 
after 
taxation 
                        =======   =======   =======   =======   =======   ======= 
(Loss)/return    11     (0.02)    (0.56)    (0.58)    0.13      5.27      5.40 
per 
ordinary 
share 
(pence) 
                        =======   =======   =======   =======   =======   ======= 
 
 

The notes on pages 27 to 37 form an integral part of these financial statements.

 

All revenue and capital items in the above statement are from continuing operations in the current year. No operations were acquired or discontinued in the current year. Other than that shown above, the company had no recognised gains or losses. Accordingly, the above represents the total comprehensive income for the year.

 

Balance Sheet

 

at 31 December 2016

 
                                   As at               As at 
                             Note  31 December 2016    31 December 2015 
                                   GBP'000               GBP'000 
Fixed assets 
Investments                  12      2,725               2,878 
Current assets 
Debtors                      15      97                  51 
Current liabilities 
Creditors: amounts falling   16      (17)                (16) 
due within one year 
                                     2,805               2,913 
Capital and reserves 
Called up share capital      17      461                 461 
Share premium                        57                  57 
Capital Redemption Reserve           171                 171 
Capital reserve -                    3,440               - 
distributable 
Capital reserve - realised           (1,725)             (1,054) 
Capital reserve                      (127)               2,668 
- unrealised 
Revenue reserve                      528                 610 
Total equity shareholders'           2,805               2,913 
funds 
 
 
Net asset value per ordinary share  18  61p  63p 
 
 

The financial statements on pages 23 to 37 were approved by the Board of directors on xxxxxx 2017 and were signed on its behalf by:

 

Michael Barnard

 

Director

 

The notes on pages 27 to 37 form an integral part of these financial statements.

 

Company's registered number: 06054576

 

Statement of Changes in Equity

 

at 31 December 2016

 
               Called-up  Share    Capital     Capital        Capital   Capital     Revenue   Total 
               share      premium  redemption  distributable  realised  unrealised  reserve 
               capital    account  reserve 
                          GBP        GBP           GBP              GBP         GBP           GBP         GBP 
As             512        57       120         -              (800)     2,145       995       3,029 
at 1 January 
2015 
Share          (51)       -        51          -              -         -           (314)     (314) 
buy-back 
Realised       -          -        -           -              133       -           -         133 
gains 
on 
disposals 
Unrealised     -          -        -           -              -         160         -         160 
gains 
Transfer of    -          -        -                          (363)     363         -         - 
unrealised 
loss 
to realised 
on disposal 
of 
investment 
Net revenue    -          -        -           -              -         -           6         6 
before tax 
Capital        -          -        -           -              (24)      -           -         (24) 
element 
of 
investment 
management 
fee 
Dividends      -          -        -           -              -         -           (77)      (77) 
paid 
               _______    _______  _______     _______        ________  ________    ________  _______ 
At             461        57       171         -              (1,054)   2,668       610       2,913 
31 December 
2015 
As             461        57       171         -              (1,054)   2,668       610       2,913 
at 1 January 
2016 
Realised       -          -        -           -              29        -           -         29 
gains 
on 
disposals 
Unrealised     -          -        -           -              -         (34)        -         (34) 
gains 
Inter          -          -        -           3,440          (587)     (2,853)     -         - 
reserve 
transfer 
Transfer of    -          -        -           -              (92)      92          -         - 
unrealised 
loss 
to realised 
on disposal 
of 
investment 
Net loss       -          -        -           -              -         -           (1)       (1) 
before 
tax 
Capital        -          -        -           -              (21)      -           -         (21) 
element 
of 
investment 
management 
fee 
Dividends      -          -        -           -              -         -           (81)      (81) 
paid 
               _______    _______  _______     _______        ________  ________    ________  _______ 
At             461        57       171         3,440          (1,725)   (127)       528       2,805 
31 December 
2016 
 
 

The notes on pages 27 to 37 form an integral part of these financial statements.

 

Cash Flow Statement

 

for the year to 31 December 2016

 
                                Year ended          Year ended 
                          Note  31 December 2016    31 December 2015 
                                GBP'000               GBP'000 
Cash flow from 
operating 
activities 
Cash outflow from         21      (72)                (71) 
operations 
Net cash outflow from             (72)                (71) 
operating activities 
Cash flows from 
investing 
activities 
Interest received                 -                   1 
Investment income                 50                  51 
Net cash from investing           50                  52 
activities 
Cash flows from 
financing 
activities 
Sale of investments               413                 1,120 
Purchase of investments           (265)               (683) 
Share Capital                     -                   (314) 
repurchase 
Dividend paid                     (81)                (77) 
Net cash from financing           67                  46 
activities 
Net increase in cash              46                  27 
and cash equivalents 
                                  51                  24 
Cash and cash 
equivalents 
at the beginning 
of year 
Cash and cash                     97                  51 
equivalents 
at the end of year 
 
 

The notes on pages 27 to 37 form an integral part of these financial statements.

 

Notes to the Financial Statements

 

for the year to 31 December 2016

 

1.Company information

 

New Century AIM VCT 2 PLC is a UK incorporated company whose registered office is:

 

4th Floor

 

50 Mark Lane

 

London EC3R 7QR

 

New Century AIM VCT 2 PLC is a Venture Capital Trust established under the legislation introduced in the Finance Act 1995. The company's principal objective is to achieve long term capital growth through investment in a diversified portfolio of qualifying companies primarily quoted on AIM.

 

2.Basis of preparation

 

The financial statements have been prepared in accordance with applicable United Kingdom law and accounting standards and with the Financial Reporting Council's Financial Reporting Standard FRS 102 and with the Statement of Recommended Practice for Investment Companies re-issued by the Association of Investment Companies in November 2014 and updated in January 2017.

 

Going Concern basis - on the basis that the assets of the company consist mainly of marketable securities, the directors are of the opinion that at the time of approving the accounts, the company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the accounts.

 

The financial statements are presented in Sterling.

 

3.Significant estimates and judgements

 

As the company's investment holdings, which comprise almost 99% of its total assets, are stated at market value based on the closing prices of the London Stock Exchange, the directors do not believe that there is any inherent uncertainty in their presentation of these amounts, and that in their judgement, market value and fair value may be regarded as identical for the purpose of these accounts.

 

4.Accounting policies

 

Investments

 

Listed or AIM traded investments are stated at market value, which is based upon market bid prices at the balance sheet date. In the event that the shares held by the company are subject to certain restrictions, or the holding is significant in relation to the traded issued share capital of the investee company then the directors may apply a discount to the relevant market price.

 

Investments in unquoted companies are valued by the directors in accordance with British Venture Capital Association ("BVCA") guidelines.

 

Notes to the Financial Statements

 

for the year to 31 December 2016

 

4.Accounting policies (continued)

 

Investments (continued)

 

Realised surpluses or deficits on the disposal of investments and permanent impairments in the value of investments are taken to realised capital reserves. Unrealised surpluses and deficits on the revaluation of investments are taken to unrealised capital reserves. Costs incurred relating to acquisitions and disposals are charged to capital reserves as a deduction from proceeds or an addition to costs.

 

It is not the company's policy to exercise controlling or significant influence over investee companies, although it may hold a significant interest in some companies. Accordingly, the results of these companies are not incorporated into the revenue account except to the extent of any income earned or received.

 

Income

 

Dividend income receivable from quoted securities is recognised on the ex-dividend date. Income from unquoted equity and non-equity securities is recognised on an accruals basis except that a full provision is made until the receipt of the income is certain.

 

Interest from cash and deposits and fixed returns on debt securities are recognised on an accruals basis.

 

Expenses

 

All expenses are accounted for on an accruals basis. One quarter of the investment management fee is charged to the revenue account and the remaining three quarters is charged to capital reserves, net of corporation tax relief, and inclusive of any irrecoverable value added tax. The allocation of the management fee reflects the directors' estimate of the source of the long-term returns in the portfolio from revenue and capital.

 

Taxation

 

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

 

Notes to the Financial Statements

 

for the year to 31 December 2016

 

5.Income

 
                        Year ended          Year ended 
                        31 December 2016    31 December 2015GBP'000 
                        GBP'000 
Interest receivable 
-                         -                   - 
listed fixed interest 
securities 
- unquoted investment     -                   - 
portfolio 
- bank deposits and       -                   1 
liquid funds 
                          -                   1 
Other income 
Dividends receivable      50                  51 
                          50                  52 
 
 

6.Investment management fees

 
                             Year ended          Year ended 
                             31 December 2016    31 December 2015 
                             Revenue  Capital    Revenue  Capital 
                             GBP'000    GBP'000      GBP'000    GBP'000 
Investment management fees   7        21         8        24 
 
 

MD Barnard & Company Limited ("MDB") provides investment management services to the company in respect of the company's portfolio of venture capital investments under an investment management agreement dated 12 March 2007. Michael Barnard who is a non-executive director of the company is the owner and managing director of MDB.

 

Under the terms of the investment management agreement, MDB is entitled to a fee (exclusive of VAT) equal to 1% per annum of the net assets of the company. The fee is calculated quarterly in arrears based on the net assets at 31 March, 30 June, 30 September and 31 December. During the year ended 31 December 2016, the fee payable to MD Barnard & Company equated to 1% per annum of net assets. No performance fee is payable.

 

The investment management agreement is for a minimum period of three years from 12 March 2007 terminable by either party at any time thereafter by one year's prior written notice.

 

Notes to the Financial Statements

 

for the year to 31 December 2016

 

7.Other expenses

 
                       Year ended          Year ended 
                       31 December 2016    31 December 2015GBP'000 
                       GBP'000 
Administrative and       18                15 
secretarial 
services 
Auditors'                10                9 
remuneration 
-for tax services        4                 2 
Regulatory fees          12                12 
                         44                  38 
 
 

8.Directors' remuneration

 

The chairman received GBP1,250 remuneration in the year. No other remuneration has been paid or is payable for the year to 31 December 2016 or in respect of the prior year.

 

9.Tax charge on ordinary activities

 
                                  Year ended          Year ended 
                                  31 December 2016    31 December 2015 
                                  Revenue  Capital    Revenue  Capital 
                                  GBP'000    GBP'000      GBP'000    GBP'000 
United Kingdom tax based on the 
taxable profit for the year 
- Current year                    -        -          -        - 
- Prior year                      -        -          -        - 
                                  -        -          -        - 
Factors affecting tax 
charge for the year 
(Loss)/return on ordinary         (1)      (27)       6        269 
activities 
before taxation 
Tax on above at the               -        (5)        1        54 
small company 
rate of 20% (2015: 20%) 
UK dividends not subject          (10)     -          (10)     - 
to corporation tax 
Non-deductible losses             -        3          -        (58) 
on investment 
Non allowable expenses            -        -          -        - 
Unutilised/(utilised) losses      10       2          9        4 
Current tax charge for the year   -        -          -        - 
 
 

The company has unrelieved losses amounting to approximately GBP641,000 (2015: GBP568,000) which are available to carry forward for tax purposes which it can set off against future profits. No deferred tax asset has been recognised in respect of these losses in view of the company's history of losses.

 

Notes to the Financial Statements

 

for the year to 31 December 2016

 

10.Dividends

 
                        Year ended          Year ended 
                        31 December 2016    31 December 2015GBP'000 
                        GBP'000 
Capital dividend paid     81                  77 
                          81                  77 
 
 

On 14 th April 2017 the directors proposed a dividend in respect of the year ended 31 December 2016 of GBP138,208.59 representing 3.00p per ordinary share.

 

11.Loss per ordinary share

 

The revenue loss, per ordinary share, is based on the net loss on ordinary activities after taxation of GBP1,077 (2015: GBP6,460) and on 4,606,953 (2015: 5,090,788) ordinary shares, being the weighted average number of ordinary shares in issue during the year.

 

The total loss per ordinary share is based on a net loss after taxation of GBP27,027 (2015: net profit GBP275,050) and on 4,606,953 (2015: 5,090,788) ordinary shares, being the weighted average number of ordinary shares in issue during the year.

 

12.Fixed asset investments

 
            As at               As at 
            31 December 2016    31 December 2015GBP'000 
            GBP'000 
UK listed     115                 139 
AIM           2,606               2,735 
Unlisted      4                   4 
              2,725               2,878 
 
 

Movements in investments, including realised and unrealised gains and losses, during the year are summarised as follows:

 
                               Year ended 31 December 2016 
                                 UK Listed  AIM    Un-listed  Total 
                                 GBP'000      GBP'000  GBP'000      GBP'000 
At 1 January 2016                139        2,735  4          2,878 
Purchases                        10         255    -          265 
Transfers                        -          (17)   17         - 
                                 149        2,973  21         3,143 
less: Sales                      (38)       (375)  -          (413) 
                                 111        2,598  21         2,730 
Realised period gains            5          24     -          29 
Unrealised holding losses        (1)        (16)   (17)       (34) 
                                 115        2,606  4          2,725 
Cost at 31 December 2016         188        2,467  131        2,786 
 
 

Notes to the Financial Statements

 

for the year to 31 December 2016

 

12.Fixed asset investments (continued)

 
                              Year ended 31 December 2015 
                                UK Listed  AIM    Un-listed  Total 
                                GBP'000      GBP'000  GBP'000      GBP'000 
At 1 January 2015               183        2,836  3          3,022 
Purchases                       70         613    -          683 
                                253        3,449  3          3,705 
less: Sales                     (136)      (984)  -          (1,120) 
                                117        2,465  3          2,585 
Realised period gains           19         114    -          133 
Unrealised holding gains        3          156    1          160 
                                139        2,735  4          2,878 
Cost at 31 December 2015        201        2,777  20         2,998 
 
 

The overall gain on investments for the years shown in the Income Statement is as follows:

 
                      Year ended          Year ended 
                      31 December 2016    31 December 2015GBP'000 
                      GBP'000 
Net realised gain       29                  133 
on disposal 
(Decrease)/Increase     (34)                160 
in unrealised 
appreciation 
                        (5)                 293 
 
 

13.Venture capital investments

 

A full list of investments held is disclosed under Investment Portfolio.

 

14.Significant interests

 

The Company did not hold more than 10% of the allotted equity share capital of any class of any investee company.

 

Notes to the Financial Statements

 

for the year to 31 December 2016

 

15.Debtors

 
                      As at               As at 
                      31 December 2016    31 December 2015GBP'000 
                      GBP'000 
Uninvested funds 
with broker: 
MD Barnard & Co Ltd     97                  51 
 
 

16.Creditors

 
                               As at               As at 
                               31 December 2016    31 December 2015GBP'000 
                               GBP'000 
Trade creditors and accruals     17                  16 
                                 17                  16 
 
 

17.Share capital

 
                      As at                    As at 
                      31 December 2016GBP'000    31 December 2015GBP'000 
Authorised 
25,000,000 ordinary     2,500                    2,500 
shares of 10p each 
Allotted, called up 
and fully paid 
4,606,953 (2015:        461                      461 
4,606,953) 
ordinary 
shares of 10p each 
 
 

.

 

18.Net asset value per share

 

Net asset value per share is based on net assets at 31 December 2016 of GBP2,805,735 (31 December 2015 of GBP2,913,380) and on 4,606,953 ordinary shares (2015: 4,606,953 ordinary shares) in issue at those dates.

 

19.Performance incentive arrangements

 

The Investment Manager is not entitled to any performance incentive arrangements.

 

20.Reserves

 

Called up share capital represents the nominal value of shares that have been issued.

 

Share premium account includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

 

Capital redemption reserve relates to capital repurchased.

 

Capital reserve - distributable represents items of a capital nature legally available for distribution

 

Capital reserve - realised represents surpluses or deficits on the disposal of investments and permanent impairment in the value of investments

 

Capital reserve - unrealised represents surpluses and deficits on the revaluation of investments

 

Revenue reserve includes all current and prior period retained profits and losses.

 

Notes to the Financial Statements

 

for the year to 31 December 2016

 

21.Notes to the cash flow statement

 

Net cash outflow from operating activities

 
                             Year ended          Year ended 
                             31 December 2016    31 December 2015 
                             GBP'000               GBP'000 
Operating 
activity 
(Loss)/Return on ordinary    (27)                275 
activities 
Gains on sale of             (29)                (133) 
investments 
Investment                   (50)                (52) 
income 
Unrealised gains             34                  (160) 
on investments 
Decrease in                  -                   (1) 
creditors 
                             ________            ________ 
                             (72)                (71) 
 
 

Cash and cash equivalents

 

Cash and cash equivalents comprise GBP96,810 (2015: GBP51,463) of uninvested funds, held in a bank account with the investment manager.

 

22.Risk management and financial instruments

 

A statement of the company's principal objectives is given within the Strategic Report on page 6. In order to achieve these objectives the company invests its funds primarily in qualifying holdings in unlisted companies and companies traded on AIM, which by their nature may entail a higher degree of risk than investments in large listed companies. The company has not entered into any derivative transactions, and does not expect to do so in the foreseeable future. As a venture

 

22.Risk management and financial instruments (continued)

 

capital trust, the company invests in securities for the long term, and it is the company's policy that no trading in investments or other financial instruments shall be undertaken.

 

Market price risk

 

The main risks arising from the company's investing activities are market price risk, representing the uncertain realisable values of the company's investments. The directors aim to limit the risk attaching to the portfolio as a whole by careful selection of investments and by maintaining a wide spread of investments in terms of financing stage, industry sector and geographical location.

 

The assets of the company are held for the most part as listed investments which carry market risk in the form of a single risk variable - market price movement. The directors do not consider that a risk analysis of that single risk variable will produce any useful information beyond the obvious that downward movement in share prices will result in a downward movement in the share values and vice versa. For this reason, the directors do not consider it appropriate to prepare a sensitivity analysis to market price movement.

 

Interest rate risk

 

The company finances its activities through retained profits including realisable capital profits, and through the issue of equity shares. It has not entered into any borrowings. The company's investment portfolio includes investments in interest bearing securities in investee companies and in other fixed interest securities. Details of interest bearing assets are given below under Financial assets.

 

Liquidity risk

 

There is liquidity risk associated with unquoted investments, which are not readily realisable.

 

Credit risk

 

Credit risk is the risk of a borrower defaulting on either an interest payment or the capital sum of a loan. The company has not made any loans to investee companies.

 

Notes to the Financial Statements

 

for the year to 31 December 2016

 

Currency risk

 

The company's assets and liabilities are denominated in sterling.

 

Capital

 

The company's capital is provided in its entirety by its shareholders in the form of ordinary shares.

 

The company's purpose and objective is the investment of its capital funds in listed investments, primarily those quoted on the Alternative Investment Market with a view to securing capital appreciation over the long term.

 

There were no externally imposed capital requirements with which the company had to comply during the year to 31 December 2016.

 

Notes to the Financial Statements

 

for the year to 31 December 2015

 

22.Risk management and financial instruments (continued)

 

Financial assets

 

The interest rate profile of the company's financial assets is set out below:

 
                       Year ended               Year ended 
                       31 December 2016GBP'000    31 December 2015GBP'000 
Fixed rate               3                        4 
Non-interest bearing     2,722                    2,874 
                         2,725                    2,878 
 
 
Fixed rate assets        Year ended               Year ended 
                         31 December 2016GBP'000    31 December 2015GBP'000 
Weighted average           n/a                      n/a 
interest rate 
Weighted average years     n/a                      n/a 
to maturity 
 
 

Non-interest bearing financial assets comprise equity share and non-equity share investments in investee companies, cash held on non-interest bearing deposit and debtors.

 

Fair values

 

The unlisted investments of the company are valued by the directors in accordance with the guidelines issued by the British Venture Capital Association, and the carrying values are considered to approximate the fair value of the investments. The fair values have also been determined in line with the fair value hierarchy as set out in FRS 102 11.27.

 

23.Financial assets and liabilities

 
                                 Year ended        Year ended 
                                 31 December 2016  31 December 2015 
                                 GBP'000             GBP'000 
Financial assets measured        2,725             2,878 
at fair value 
Financial assets measured        97                51 
at amortised cost 
Financial liabilities measured   (17)              (16) 
at amortised cost 
 
 

24.Related party transactions

 

New Century AIM VCT 2 plc is managed by M D Barnard & Co. Limited.

 

Key management personnel are considered to be the directors. Remuneration to directors is disclosed in note 8.

 

Notes to the Financial Statements

 

for the year to 31 December 2016

 

Notes to the Financial Statements

 

for the year to 31 December 2016

 

25.Capital commitments

 

There were no investments which were approved at the year-end but which had not completed.

 

26.Control

 

New Century AIM VCT 2 plc is not under the control of any one party or individual.

 

27.Post balance sheet events

 

On 14th April 2017 the directors proposed a dividend in respect of the year ended 31 December 2016 of GBP138,208.59 representing 3.00p per ordinary share.

 

Shareholder Information

 

for the year to 31 December 2016

 

The Company

 

New Century AIM VCT 2 PLC was incorporated on 16 January 2007. On 4 April 2007, the company obtained a listing on the London Stock Exchange. A total of GBP5.745 million was raised (before expenses) through an offer for subscription of new ordinary shares at 100p. The company has been approved as a Venture Capital Trust by the Inland Revenue.

 

The Investment Manager

 

New Century AIM VCT 2 PLC is managed by M D Barnard & Company Limited, an independent fund management company based in Laindon, Essex. M D Barnard & Company currently manages or advises private client funds and venture capital funds totalling approximately GBP25 million including New Century AIM VCT 2 PLC.

 

Venture Capital Trusts

 

Venture Capital Trusts (VCTs) were introduced in the Finance Act 1995 and are intended to provide a means whereby individual investors can invest in small unquoted trading companies in the UK, with incentives in the form of a number of tax benefits. From 6 April 2005, investors subscribing for new shares in a VCT have been entitled to claim income tax relief of 30% on their investment, irrespective of their marginal tax rate (up to a maximum investment of GBP200,000 per tax year). The tax relief cannot exceed the amount which reduces an investor's income tax liability to nil. In addition all dividends paid by VCTs are tax free and disposals of VCT shares are not subject to capital gains tax.

 

New Century AIM VCT 2 plc has been approved as a VCT by HM Revenue and Customs. In order to maintain its approval the company must comply with certain requirements on a continuing basis; in particular, within three years from the date of provisional approval at least 70% by value of the company's investments must comprise "qualifying holdings", of which at least 30% by value must be in eligible ordinary shares. A "qualifying holding" consists of up to GBP1 million invested in any one year in new shares or securities in an unquoted company which is carrying on a qualifying trade and whose gross assets do not exceed GBP15 million at the time of investment. For the purposes of these criteria, unquoted companies include companies whose shares are traded on the Alternative Investment Market ("AIM").

 

As with investment trusts, capital gains accruing to VCTs are not chargeable gains for UK Corporation Tax purposes.

 

Financial calendar

 

Annual General Meeting 23 June 2017

 

Interim report for six months to 30 June 2017 August 2017

 

Preliminary announcement of results for the year to 31 December 2017 April 2018

 

Annual General Meeting 2018 June 2018

 

The shares will go ex-dividend on 15 June 2017; the proposed dividend will be paid to shareholders on the share registrar as at 16 June 2017. The dividend will be paid on 14 July 2017.

 

Share price

 

The mid-market price of shares in New Century AIM VCT 2 PLC is available daily on the London Stock Exchange website (www.londonstockexchange.com).

 
 

View source version on businesswire.com: http://www.businesswire.com/news/home/20170425006013/en/

 
This information is provided by Business Wire 
 
 

(END) Dow Jones Newswires

April 25, 2017 09:09 ET (13:09 GMT)

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