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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| New Century Aim Vct Plc | LSE:NCA | London | Ordinary Share | GB00B06JWZ91 | 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% | 25.50 | 1.00 | 50.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
TIDMNCA
New Century AIM VCT plc - Report and Accounts for the year to 28 th February 2019
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 12 Directors' Report 13 Directors' Remuneration Report 16 Corporate Governance 18 Independent Auditors' Report 22 Statement of Comprehensive Income 27 Balance Sheet 28 Statement of Changes in Equity 29 Cash Flow Statement 30 Notes to the Financial Statements 31 Shareholder Information 41
Financial Summary
Hot Features
Premium
Year ended Year ended
28 February 29 February
2019 2018
0.48 0.35
Revenue return per share (pence) for the year
(16.01) 7.14
Total return per share (pence) for the year
3.50 3.40
Proposed dividends per share (pence)
68.81 88.22
Net asset value per share (pence)
92.63 108.64
Cumulative value of shareholder
investment (net asset
value plus cumulative dividends
per share) (pence)
5,408 6,935
Shareholders' funds (GBP'000)
It has proved to be a difficult year for your fund where we have seen the net asset value per share fall from 88.22p to 68.81p, a fall of 22%, and the net asset value plus cumulative dividends fell from 108.64p to 92.63p per share being a decline of 14.74%. This is compared to a fall in the FTSE AllShare AIM index of 12.47%.
Although the decline in net asset value is disappointing, we still realise the importance of income for our shareholders, and have therefore agreed subject to shareholder approval, to increase the dividend to 3.5p, and at the current offer price of 76p, the yield is 4.6%.
The level of qualifying investments at 91.67% is still comfortably above the 70% required level for the accounting year end, and above the 80% level that is required from April 2019.
The Markets certainly proved to be turbulent from September 2018 through to the end of the year where the AllShare AIM index fell by 23.9% from its high in September to its low in December. Although political events such as the trade war tensions between the USA and China, and the ongoing negotiations of BREXIT were prevalent before this time, the Market became more unsettled from the summer and we witnessed widespread declines in share prices irrespective of the size of the Company. We continue to monitor and meet our investments, and we are generally happy that the Companies continue to trade well, although this has not necessarily been reflected in their current share price.
We are continuing to see new opportunities for investment which bodes well for the fund and there has been a gradual improvement in sentiment since the start of the year although we expect volatility to continue in the months ahead. We are cautiously optimistic for the year ahead.
The markets appear to be stabilising to some degree as the net asset value at the end of May 2019 had recovered slightly to 71.61p.
Geoffrey Gamble
Chairman
27 June 2019
Details of Directors
Michael Barnard (Aged 68)
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, M D Barnard & Company Limited. Based in Laindon, Essex, it has offices in London and Wells. Since 1995, he has been either managing or advising unit trust, private client and pension company portfolios. Michael sold MD Barnard & Company Limited on 30 November 2017, but remains a director of New Century AIM VCT plc.
Geoffrey Gamble (Aged 60)
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 Limited 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 74)
Peter qualified as a solicitor in 1969. He retired from practice in 2018.
Ian Cameron-Mowat (Aged 68)
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 & Registered Number 4th Floor,
50 Mark Lane
London EC3R 7QR
Company Number: 05352611
Company Secretary Tricor Secretaries Limited
4th Floor,
50 Mark Lane
London EC3R 7QR
Registrar Neville Registrars Limited
Neville House
Steelpark Road
Halesowen
West Midlands B62 8HD
Solicitors Dundas & Wilson
5th Floor, Northwest Wing
Bush House
Aldwych
London WC2B 4EZ
Investment Manager and Broker M D Barnard & Company Limited
1st Floor
12 Hornsby Square
Southfields Business Park
Basildon
Essex SS15 5AD
Auditor 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 UK Listed, AIM traded and unquoted companies in the United Kingdom. The company has been listed on the London Stock Exchange since 25 March 2005 and has been granted approval by Her Majesty's Customs & 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 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
It proved to be a tough year for the fund as its net asset value per share declined by 22% and the net asset value plus cumulative dividends fell by 14.74%, compared to a fall on the AIM index of 12.47%. The value of the fund held up reasonably well until the summer, but as Markets started to become volatile and started to head lower, the net asset value of the fund declined throughout the second half of the year.
We made 11 qualifying investments, purchasing Access Intelligence, Audioboom, Falanx, Forbidden Technologies, Immotion, I-nexus Global, Location Sciences, Medaphor Group which has now changed its name to Intelligent Ultrasound Group, Microsaic Systems, Polarean and Scancell.
We sold or top sliced 13 shares.
Although the performance in the period has been disappointing, we remain cautiously optimistic in the current year even though there will probably be more volatility in the months ahead due to political events at home and abroad. We remain in touch with our investments and we are happy that the fund has a well diversified portfolio of businesses from many different industry sectors to help spread the risk. We witnessed some large falls across certain shares in the period but we do not believe these falls were as a result of the underlying performance of the Companies, but more of a case of a nervous Stock Market in the period.
We are currently seeing a good mix of new investment opportunities which is encouraging and the markets appear to be stabilising to some degree as the net asset value at the end of May 2019 had recovered slightly to 71.61p.
Investment Objective
New Century AIM VCT 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 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 financial statements 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 its 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.
Viability Statement
In accordance with provision C.2.2 of The UK Corporate Governance Code 2014 the Directors have assessed the prospects of the Company over a longer period than the 12 months required by the "Going Concern" provision.
The Board regularly considers the Company's strategy, including investor demand for the Company's shares, and a three year period is therefore considered to be an appropriate and reasonable time horizon.
The Board has carried out a robust assessment of the principal risks facing the Company and its
current position, including those which may adversely impact its business model, future performance, solvency or liquidity. The principal risks faced by the Company and the procedures in place to monitor and mitigate them are set out in note 22.
The Board has also considered the Company's cash flow projections and found these to be realistic and reasonable.
Based on the above assessment the Board confirms that it has 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 28 February 2022.
Geoffrey Gamble
Chairman
27 June 2019
Investment Portfolio
Security Cost Valuation % %
GBP 28/02/2019 - GBP Cost Valuation
Qualifying Investments 6,213,726 4,983,102 90.61 91.21
Non-qualifying Investments 570,260 406,881 8.32 7.44
6,783,986 5,389,983 98.93 98.65
Uninvested funds 73,544 73,544 1.07 1.35
6,857,530 5,463,527 100 100
Qualifying Investments
AIM quoted
Tristel plc 69,244 505,590 1.01 9.26
PHSC plc 182,910 35,000 2.67 0.64
DCD Media plc 562,800 2,975 8.21 0.06
K3 Business Technology 90,360 221,778 1.32 4.06
Group plc
Touchstar plc 281,400 43,750 4.1 0.8
Lighthouse Group plc 128,891 228,000 1.88 4.17
Vianet Group plc 40,175 39,000 0.59 0.71
HML Holdings plc 266,497 310,200 3.89 5.68
Cyanconnode Holdings plc 376,755 42,794 5.49 0.78
Marechale Capital plc 133,828 18,550 1.95 0.34
M.Winkworth plc 64,320 86,400 0.94 1.58
Bango plc 7,563 15,925 0.11 0.29
IDE Group Holdings plc 52,763 1,312 0.77 0.02
TP Group plc 109,278 45,664 1.59 0.84
Brady plc 41,805 41,595 0.61 0.76
Inspired Energy plc 51,370 286,495 0.75 5.25
Microsaic Systems plc 164,417 40,654 2.4 0.75
Venn Life Sciences plc 115,581 14,395 1.69 0.26
DP Poland plc 20,113 12,406 0.29 0.23
Modern Water plc 75,382 20,945 1.1 0.38
Quixant plc 6,935 45,300 0.1 0.83
Maistro plc 4,991 46 0.07 0
Keywords Studios plc 6,181 55,700 0.09 1.02
Cloudbuy plc 58,483 4,277 0.85 0.08
EU Supply plc 15,333 6,750 0.22 0.12
Synnovia plc 30,153 30,000 0.44 0.55
Sysgroup plc 99,177 64,136 1.45 1.17
Brighton Pier Group plc 50,253 14,063 0.73 0.26
Property Franchise Group plc 100,503 120,000 1.47 2.2
Solid State plc 40,134 67,650 0.59 1.24
Audioboom Group plc 178,406 144,000 2.6 2.64
Scholium Group plc 50,253 20,000 0.73 0.37
Rosslyn Data plc 27,037 5,706 0.39 0.1
Coral Products plc 118,095 95,833 1.72 1.75
SRT Marine Systems plc 27,139 47,250 0.4 0.86
ULS Technology plc 52,261 85,800 0.76 1.57
Collagen Solutions plc 20,757 11,505 0.3 0.21
Gfinity plc 43,925 12,500 0.64 0.23
Ideagen plc 28,430 106,487 0.41 1.95
Premier Technical Services 99,607 232,525 1.45 4.26
Group plc
Angle plc 125,880 104,054 1.84 1.9
Bilby plc 156,673 169,324 2.28 3.1
Hunters Property plc 251,256 205,000 3.66 3.75
Bigblu Broadband plc 239,452 360,021 3.49 6.59
Tekcapital plc 157,671 44,250 2.3 0.81
Falanx Group Ltd 105,736 49,811 1.54 0.91
Gear4Music Holdings lc 27,121 36,887 0.4 0.68
Yourgene Health plc 69,349 41,400 1.01 0.76
Belvoir Lettings plc 23,320 19,400 0.34 0.36
Photonstar LED group plc 35,179 0 0.51 0
Yu Group plc 27,893 17,250 0.41 0.32
Maxcyte Inc 25,128 62,500 0.37 1.14
Scancell Holdings plc 130,618 66,442 1.9 1.22
Intelligent Ultrasound 100,492 32,245 1.47 0.59
Group plc
Faron Pharmaceuticals Ltd 30,153 7,320 0.44 0.13
Cloudcall Group plc 20,230 37,800 0.29 0.69
Creo Medical Group plc 30,053 79,471 0.44 1.45
Anglo African Oil & Gas plc 45,229 22,500 0.66 0.41
Escape Hunt plc 31,006 16,452 0.45 0.3
Location Sciences Group plc 72,642 61,089 1.06 1.12
Fusion Antibodies plc 22,114 7,781 0.32 0.14
Pelatro plc 25,128 32,800 0.37 0.6
Polarean Imaaging plc 30,154 34,000 0.44 0.62
Access Intelligence plc 10,053 14,250 0.15 0.26
Forbidden Technologies plc 100,504 140,000 1.47 2.56
I-Nexus Global plc 70,353 31,899 1.03 0.58
Immotion Group plc 80,407 60,000 1.17 1.1
N4 Pharma plc 60,304 46,200 0.88 0.85
Total AIM quoted investments 5,997,603 4,983,102 84.76 91.21
Unlisted Investments
Syqic plc 19,943 0 0.29 0
Outsourcery plc 45,027 0 0.66 0
Invocas plc 100,400 0 1.46 0
Optare plc 50,753 0 0.74 0
Total Unlisted investments 216,123 0 3.15 0
Total Qualifying Investments 6,213,726 4,983,102 90.61 91.21
Non-qualifying Investments
AIM quoted
Sanderson Group plc 37,008 93,000 0.54 1.7
Rotala plc 60,796 82,500 0.89 1.51
Tristel plc 60 285 0 0.01
K3 Business Technology 131 222 0 0
Group plc
Bango plc 291 182 0 0
IDE Group Holdings plc 218 2 0 0
Brady plc 106 59 0 0
Cyanconnode Holdings plc 131 7 0 0
Driver Group plc 8,992 7,100 0.13 0.13
Audioboom Group plc 1,163 200 0.02 0
Be Heard Group plc 18,186 5,000 0.27 0.09
Gateley Holdings plc 14,627 23,700 0.21 0.43
Yolo Leisure and Tech plc 22,367 4,375 0.33 0.08
164,076 216,632 2.39 3.95
UK Listed
Investec plc 202,822 110,500 2.96 2.02
Aviva plc 22,268 21,150 0.32 0.39
Imperial Brands plc 23,763 25,100 0.35 0.46
Greene King plc 9,964 8,250 0.15 0.15
Centrica plc 10,074 3,720 0.15 0.07
Twentyfour Income Fund Ltd 9,852 9,100 0.14 0.17
Vodafone Group plc 20,590 12,429 0.3 0.23
299,333 190,249 4.37 3.49
Unlisted Investments
China Food Co plc 65,969 0 0.96 0
Gable Holdings Inc 12,112 0 0.18 0
Sorbic International plc 18,717 0 0.27 0
Mar City plc 10,053 0 0.15 0
106,851 0 1.56 0
Total non-qualifying 570,260 406,881 8.32 7.44
investments
Tristel plc 69,304 505,875 1.01 9.27
Bigblu Broadband plc 239,452 360,021 3.49 6.59
HML Holdings plc 266,497 310,200 3.89 5.68
Inspired Energy plc 51,370 286,495 0.75 5.25
Premier Technical Services 99,607 232,525 1.45 4.26
Group plc
Lighthouse Group plc 128,891 228,000 1.88 4.17
K3 Business Technology 90,491 222,000 1.32 4.06
Group plc
Hunters Property plc 251,256 205,000 3.66 3.75 Bilby plc 156,673 169,324 2.28 3.1 Audioboom Group plc 179,569 144,200 2.6 2.64
The investments tabulated above are expressed as a percentage of the company's investment portfolio including uninvested cash.
Directors' Report
The directors present their report and the audited financial statements for the year to 28 February 2019.
Results and dividend
Year to Year to29 February 2018
28 February 2019
Revenue Capital Revenue Capital
GBP'000 GBP'000 GBP'000 GBP'000
37 (1,297) 28 533
Return on ordinary
activities
after taxation
Appropriated
as follows:
Interim dividend
paid
Revenue - nil p - - - -
Capital - nil p - - - -
Final dividend paid
in respect
of prior period
Revenue - 0.355p (37) - (28) -
(0.55p)
per share
Capital - 3.045p - (230) - (231)
(2.75p)
per share
Transfers to - (1,527) - 302
reserves
The directors propose a final revenue dividend of 0.475p per share and a final capital dividend of 3.025p per share for the year ended 28 February 2019 to be paid on 6 September 2019 to shareholders on the register at 9 August 2019.
Directors
The Directors of the Company are required to notify their interests under Disclosure and Transparency Rule 3.12R. The membership of the Board and their beneficial interests in the ordinary shares of the company are set out below:
Year ended Year ended
28 February 2019 29 February 2018
Michael Barnard 1,910,209 1,877,382
Geoffrey Gamble 61,732 61,732
Peter William Riley 59,185 59,185
Ian Cameron-Mowat 107,904 107,904
All of the directors' share interests shown above are held beneficially. Michael Barnard purchased an additional 8,800 and 32,568 shares on 22 March 2019 and 2 April 2019 respectively. There have been no other changes in the directors' share interests between 28 February 2019 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, is Mr 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
M D Barnard & Company Limited 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 Financial Statements.
Substantial shareholdings
As at 28 February 2019 the company had been notified of the following shareholdings representing 3 per cent or more of the company's issued share capital during the year under review or at the date of this report:
Number Percentage
of share capital
Michael Barnard 1,910,209 24.30%
Geoffrey Williams 391,570 4.98%
Nigel Shanks 364,820 4.64%
David Trotman 324,000 4.12%
John Brice 290,988 3.70%
Roger Carey 241,048 3.07%
Acquisition of own shares
During the year the company did not re-purchase any of its ordinary 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. No securities exist carrying special rights with regard to the control of the company.
Any amendment to the company's articles must be approved by the board of directors and subsequently confirmed by shareholders.
The directors have the authority to issue and buy back shares subject to such being, in their opinion, in the interests of the shareholders generally.
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.
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
Geoffrey Gamble
Chairman
27 June 2019
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 14 August 2019.
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 GBP5,000 (2018: GBP5,000). 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 28 February 2019 and 28 February 2018 are set out in the Financial Summary on page 1.
Total shareholder return
The above graph (omitted) shows the company's total shareholder return compared to that of the FTSE AIM All Index total return for the period since listing on the London Stock Exchange.
By Order of the Board
Geoffrey Gamble
Chairman
27 June 2019
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 ('the UK 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 financial statements, 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 financial statements.
The Board
The company is led and controlled by a Board of directors who are all non-executives. 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:
2 full board meetings 3 Audit Committee meetings
All directors attended the meetings. All members attended
with the exception
of Mr Cameron-Mowat
on one occasion.
Whilst only Mr Gamble had been a director of a quoted company, 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 apart from Michael Barnard. During the year the Audit Committee was chaired by Mr Gamble. The Audit Committee reviews the financial statements 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 UK Corporate 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 financial statements.
Financial Reporting
The statement of directors' responsibilities for preparing the financial statements is set out on page 20, and a statement by the auditors about their reporting responsibilities is set out in the Auditors' Report on page 26.
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 & Company 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 Section of the UK 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 28 February 2019 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 four independent directors, as defined by the Governance Code issued in April 2016. The Board consider that Messrs. Gamble, Barnard, 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 AGM.
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 year. 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.
3. the Directors consider that the annual report and financial statements are fair, balanced and understandable, providing appropriate information to shareholders to assess the performance, business model and strategy of the company.
By Order of the Board
Geoffrey Gamble
27 June 2019
Independent Auditors' Report to the members of New Century AIM VCT plc
Opinion
We have audited the Financial Statements of New Century Aim VCT Plc for the year ended 28 February 2019 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Cash Flow Statement and the related notes to the Financial Statements, including a summary of significantaccounting policies. The financial reportingframework that has been applied in theirpreparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 "The Financial Reporting standard applicable in the UK and Republic of Ireland".
In our opinion the Financial Statements:
-- give a true and fair view of the state of the Company's affairs as at 28 February 2019 and of the Company's return 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.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the Financial Statements in the UK, including the FRC's Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to principal risks, going concern and viability statement
We have nothing to report in respect of the following information in the Annual Report, in relation to which the ISAs (UK) require us to report to you whether we have anything material to add or draw attention to:
-- the disclosures in the Annual Report set out on page 38 to 40 that describe the principal risks and explain how they are being managed or mitigated;
-- the Directors' confirmation set out on page 7 in the Annual Report that they have carried out a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity;
-- the Directors' statement set out on page 18 in the Financial Statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting in preparing the Financial Statements and the Directors' identification of any material uncertainties to the Company's ability to continue to do so over a period of at least twelve months from the date of approval of the Financial Statements;
-- whether the Directors' statement relating to going concern required under the Listing Rules in accordance with Listing Rule 9.8.6R(3) is materially inconsistent with our knowledge obtained in the audit;
-- the Directors' explanation in the Annual Report as to how they have assessed the prospects of the Company, over what period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Financial Statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We identified the following risks that we believe had the greatest impact on our audit strategy and scope:
Key risks Approach taken for the assessed risks
The carrying value of the investments and the recognition We tested the value of the year-end
of realised and unrealised gains and losses investments by reference
have been identified as a key audit matter. The to market price information at the year-end.
investment portfolio and associated realised The purchase and sale of investments were agreed
and unrealised gains and losses are the key driver to contract notes and cash movements
to the financial performance of the Company on a sample basis. The realised gains and losses
and have the greatest impact on both the statement on the sale of investments were re-calculated
of comprehensive income and balance sheet. 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 manager 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.
The results of our procedures were satisfactory.
Compliance with the VCT rules is necessary to maintain Our audit work in respect of the compliance
the VCT status and associated tax benefits. with the VCT rules involved
testing the 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.
The results of our procedures were satisfactory.
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 omission, 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 determine a materiality for the Financial Statements as a whole to be GBP105,000. 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 GBP78,750.
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of GBP5,250 which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We evaluate any uncorrected misstatements against both quantitative measures of materiality discussed above and in light of other relevant qualitative considerations in forming our opinion.
An overview of the scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the Financial Statements. In particular, we looked at where the Directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain.
We tailored the scope of our audit to ensure that we performed sufficient work to be able to give an opinion on the Financial Statements as a whole, taken into account an understanding of the structure of the Company, its activities, the accounting processes and controls, and the industry in which it operates. Our planned audit testing was directed accordingly and was focused on areas where we assessed there to be the highest risk of material misstatement. During the audit we reassessed and re-evaluated audit risks and tailored our approach accordingly.
The audit testing included substantive testing on significant transactions, balances and disclosures, the extent of which was based on various factors such as our overall assessment of the control environment, the effectiveness of controls and the management of specific risks.
We communicated with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant findings, including any significant deficiencies in internal control that we identified during the audit.
Other information
The Directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the Financial Statements and our auditor's report thereon. Our opinion on the Financial Statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement of the Financial Statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.
In this context, we also have nothing to report in regard to our responsibility to specifically address the following items in the other information and to report as uncorrected material misstatements of the other information where we conclude that those items meet the following conditions:
-- Fair, balanced and understandable set out on page 21 - the statement given by the Directors that they consider the Annual Report and Financial Statements taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy, is materially inconsistent with our knowledge obtained in the audit; or
-- Audit Committee reporting set out on page 18 - the section describing the work of the Audit Committee does not appropriately address matters communicated by us to the Audit Committee; or
-- Directors' statement of compliance with the UK Corporate Governance Code set out on page 19 to 20 - the parts of the Directors' statement required under the Listing Rules relating to the Company's compliance with the UK Corporate Governance Code containing provisions specified for review by the auditor in accordance with Listing Rule 9.8.10R (2) do not properly disclose a departure from a relevant provision of the UK Corporate Governance Code.
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.
In our opinion, based on the work undertaken in the course of the audit:
-- the information given in the Strategic Report and the Directors' Report for the financial year for which the Financial Statements are prepared is consistent with the Financial Statements and those reports have been prepared in accordance with applicable legal requirements;
-- the information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Rules and Transparency Rules sourcebook made by the Financial Conduct Authority (the FCA Rules) is consistent with the financial statements and has been prepared in accordance with applicable legal requirements; and
-- information about the Company's Corporate Governance Code and practices and about its administrative, management and supervisory bodies and their committees complies with rules 7.2.2, 7.2.3, and 7.2.7 of the FCA Rules.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in:
-- the Strategic Report or the Directors' Report; or
-- the information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 of the FCA Rules.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
-- adequate accounting records have not been kept, or returns adequate for our audit have not been reviewed from branches not visited by us; or
-- the Financial Statements and the part of the Directors' Remuneration Report to be audited 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.
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 20, the Directors are responsible for the preparation of the Financial Statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of Financial Statements that are free from material misstatement, whether due to fraud or error.
In preparing the Financial Statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.
A further description of our responsibilities for the audit of the Financial Statements is located on the Financial Reporting Council's website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Other matters which we are required to address
We were appointed by New Century Aim VCT Plc in 2005 and subsequently re-appointed following a tender process on 27 March 2018. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is 15 years.
The non-audit services prohibited by the FRC's Ethical Standard were not provided to the company and we remain independent of the company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
Use of our report
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.
Daniel Hutson (Senior statutory auditor)
for and on behalf of
UHY Hacker Young
Chartered Accountants
Statutory Auditors
Quadrant House
4 Thomas More Square
London, E1W 1YW
27 June 2019
Statement of Comprehensive Income (incorporating the revenue accounts)
for the year to 28 February 2019
Year ended28 February 2019 Year ended28 February 2018
Notes RevenueGBP'000 CapitalGBP'000 TotalGBP'000 RevenueGBP'000 CapitalGBP'000 TotalGBP'000
Gains on investments
- realised - 72 72 - 141 141
- unrealised - (1,321) (1,321) - 446 446
Income 5 108 - 108 97 - 97
Investment management fee 6 (16) (48) (64) (18) (54) (72)
Other expenses 7 (55) - (55) (51) - (51)
________ ________ ________ ________ ________ ________
Return on ordinary 37 (1,297) (1,260) 28 533 561
activities
before taxation
- - - - - -
Tax credit/ (charge) on 9
ordinary activities
________ ________ ________ ________ ________ ________
Return on ordinary 37 (1,297) (1,260) 28 533 561
activities
after taxation
Return per ordinary 0.48 (16.49) (16.01) 0.35 6.78 7.14
share (pence) 11
The notes on pages 31 to 40 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 as shown above, the company had no recognised gains or losses. Accordingly, the above represents the total comprehensive income for the year.
Balance Sheet
at 28 February 2019
Year ended Year ended
28-Feb-19 28-Feb-18
GBP'000 GBP'000
Note
Fixed assets
Investments 12 5,390 6,888
Current assets
Debtors 15 73 75
Current liabilities
Creditors: amounts falling 16
due within one year
-55 -28
5,408 6,935
Capital and reserves
Called up share capital 17 786 786
Share premium 20 682 682
Capital reserve - realised 20 205 469
Capital reserve - unrealised 20 2,755 3,788
Capital Redemption Reserve Fund 20 400 400
Revenue reserve 20 580 810
Total equity shareholders' funds 5,408 6,935
Net asset value per ordinary share 18 69p 88p
The financial statements on pages 27 to 40 were approved by the Board of directors on 27 June 2019 and were signed on its behalf by:
Geoffrey Gamble
Chairman
The notes on pages 31 to 40 form an integral part of these financial statements.
Company's registered number: 05352611
Statement of Changes in Equity
at 28 February 2019
Share Share Capital Capital Capital Revenue Total
capital premium redemption realised unrealised reserve
account reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 786 682 400 469 3,788 810 6,935
March
2018
Cancellation - - - - - - -
of
shares
Realised - - - 72 - - 72
gains
on
disposals
Transfer - - - (288) 288 - -
of
unrealised
gain
to
realised
on
disposal
of
investment
Net - - - - - 37 37
revenue
before
tax
Capital - - - (48) - - (48)
element
of
investment
management
fee
Dividends - - - - - (267) (267)
paid
Unrealised - - - - (1,321) - (1,321)
losses
At 786 682 400 205 2,755 580 5,408
28
February
2019
Share Share Capital Capital Capital Revenue Total
capital premium redemption realised unrealised reserve
account reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 786 682 400 356 3,368 1,041 6,633
March
2017
Realised - - - 141 - 141
gains
on
disposals
Transfer of - - - 26 (26) - -
unrealised
gain
to realised
on disposal
of
investment
Net revenue - - - - 28 28
before tax
Capital - - - (54) - (54)
element
of
investment
management
fee
Dividends - - - - (259) (259)
paid
Unrealised - - - - 446 - 446
gains
At 786 682 400 469 3,788 810 6,935
28 February
2018
Cash Flow Statement
at 28 February 2019
Year ended28 February 2019 Year ended
Note GBP'000 28 February 2018
GBP'000
Cash flow from
operating
activities
Cash used in operations 21 (92) (125)
Net cash used (92) (125)
in operating
activities
Cash flows from
investing
activities
Investment income 108 97
Net cash from investing 108 97
activities
Cash flows from
financing
activities
Sale of investments 927 551
Purchase of investments (678) (282)
Dividends paid (267) (259)
Net cash (used (18) 10
in)/generated
from financing
activities
Net decrease in cash (2) (18)
and cash equivalents
Cash and cash equivalents 75 93
at
the beginning
of the year
Cash and cash 73 75
equivalents
at the end of year
Notes to the Financial Statements
for the year to 28 February 2019
1. Company information
New Century AIM VCT PLC is a UK incorporated company whose registered office is:
4th Floor
50 Mark Lane
London EC3R 7QR
New Century AIM VCT 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 February 2018.
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.
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.
3. Significant estimates and judgements
As the company's investment holdings, which comprise over 99% of its total assets, are stated at market bid 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.
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.
5. Income
Year ended Year ended
28 February 28 February
2019 2018
GBP'000 GBP'000
Interest receivable
- bank deposits and liquid funds - -
Dividends receivable 108 97
Investment income 108 97
6. Investment management fees
Year ended Year ended
28 February 28 February
2019 2018
Revenue CapitalGBP'000 Revenue CapitalGBP'000
GBP'000 GBP'000
Investment management fees 16 48 18 54
M D 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 10 March 2005, supported by a deed of amendment dated 4 September 2017.
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 28 February, 31 May, 31 August and 30 November. No performance fee is payable.
The investment management agreement is for a minimum period of three years from 1 September 2017, subject to a trade-off clause that if Simon Like, the present investment manager, ceases to manage the company's investments, the company may terminate the agreement with MDB in a mirror time frame of 12 months' notice period.
7. Other expenses
Year ended Year ended
28 February 28 February
2019 2018GBP'000
GBP'000
Administrative and secretarial services 27 24
Auditors' remuneration
- for audit services 11 10
- for tax services - -
Regulatory fees 15 14
Miscellaneous 2 3
55 51
8. Directors' remuneration
The chairman received GBP5,000 (2018: GBP5,000) remuneration in the year. No other remuneration has been paid or is payable for the year to 28 February 2019 or in respect of the prior year.
9. Tax charge/(credit) on ordinary activities
Year ended Year ended
28 February 28 February
2019 2018
Revenue CapitalGBP'000 Revenue CapitalGBP'000
GBP'000 GBP'000
United Kingdom tax - - - -
based on the
taxable return for the year
Factors affecting tax
charge/(credit)
for the year
Return on ordinary 37 (1,297) 28 533
activities
before taxation
Tax on above at the company 7 (246) 5 101
rate of 19% (2018: 19.1%)
UK dividends not subject (21) - (18) -
to corporation tax
Capital gain/(loss) - 237 - (112)
on investment
Non allowable expenses - - - -
Unutilised losses 14 9 13 11
Current tax charge/(credit) - - - -
for the year
The company has unrelieved losses amounting to approximately GBP1,855,000 (2018: GBP1,737,000) 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.
10. Dividends
Year ended Year ended
28 February 2019 28 February 2018GBP'000
GBP'000
Interim dividend paid - -
Final dividend paid in respect 267 259
of previous year
267 259
The directors propose a final revenue dividend of 0.475p per share and a final capital dividend of 3.025p per share for the year ended 28 February 2019 to be paid on 6 September 2019 to shareholders on the register at 9 August 2019.
11. Return per ordinary share
The revenue return, per ordinary share, is based on the net revenue on ordinary activities after taxation of GBP37,439 (2018: GBP27,905) and on 7,860,937 (2018: 7,860,937) ordinary shares, being the weighted average number of ordinary shares in issue during the year.
The negative capital return per ordinary share is based on a net realised and unrealised capital loss of (GBP1,297k) (2018: GBP533k) and on 7,860,937 (2018: 7,860,937) ordinary shares, being the weighted average number of ordinary shares in issue during the year.
12. Fixed asset investments
Year ended Year ended
28 February 2019 28 February 2018GBP'000
GBP'000
UK Listed 190 205
AIM 5,200 6,673
Unlisted - 10
5,390 6,888
Movements in investments, including realised and unrealised gains and losses, during the year are summarised as follows:
Year ended 28 February 2018
Unlisted UK listed AIM NEX Mkts Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Valuation at 10 205 6,673 - 6,888
1 March 2018
Purchases at cost - - 678 - 678
Transfers - - - - -
Sales proceeds - - (927) - (927)
Realised gains/(losses) - - 72 - 72
Unrealised (10) (15) (1,296) - (1,321)
gains/(losses)
Valuation at 28 - 190 5,200 - 5,390
February 2019
Cost at 1 March 2018 324 299 6,627 - 7,250
Purchases - - 678 - 678
Transfers - - - - -
Sales proceeds - - (927) - (927)
Realised gains/(losses) - - (216) - (216)
Cost at 28 February 2019 324 299 6,162 - 6,785
Year ended 28 February 2018
Unlisted UK listed AIM NEX Mkts Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Valuation at 8 240 6,323 - 6,571
1 March 2017
Purchases at cost - - 281 - 282
Transfers 12 - (12) - -
Sales proceeds (2) (26) (523) - (551)
Realised gains/(losses) (3) 3 141 - 141
Unrealised (5) (12) 463 - 446
gains/(losses)
Valuation at 28 10 205 6,673 - 6,888
February 2018
Cost at 1 March 2017 343 321 6,689 - 7,353
Purchases - - 282 - 282
Transfers 108 - (108) - -
Sales proceeds (2) (26) (523) - (551)
Realised gains/(losses) (125) 4 287 - 166
Cost at 28 February 2018 324 299 6,627 - 7,250
The overall gain on investments for the years shown are in the Income Statement is analysed as follows:
Year ended Year ended
28 February 29 February
2019 2018GBP'000
GBP'000
Net realised gain on disposal 72 141
Increase in unrealised (loss)/appreciation (1,321) 446
1,249 587
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.
15. Debtors
Year ended Year ended
28 February 28 February
2019 2018
GBP'000 GBP'000
Uninvested funds with broker:
M D Barnard & Company Limited 73 75
16. Creditors: amounts falling due within one year
Year ended Year ended
28 February 28 February
2019 2018GBP'000
GBP'000
Trade creditors and accruals 55 28
55 28
17. Share capital
Year ended Year ended
28 February 2019GBP'000 28 February 2018GBP'000
Authorised
15,000,000 ordinary 1,500 1,500
shares of 10p each
Allotted, called up
and fully paid
7,860,937 (2017: 7,860,937) 786 786
ordinary shares of 10p
18. Net asset value per share
Net asset value per share is based on net assets at 28 February 2019 of GBP5,408,891 (28 February 2018 of GBP6,934,635) and on 7,860,937 ordinary shares (2018: 7,860,937 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 - 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.
21. Notes to the cash flow statement
Year ended28 February Year ended
2019 28 February
GBP'000 2018
GBP'000
Operating activity
Operating (loss)/return (1260) 561
Gain on sale of investments (72) (141)
Investment income (note 5) (108) (97)
Unrealised loss/(profits) 1,321 (446)
on investments
(Decrease)/increase in 27 (3)
creditors (note 16)
(92) (125)
Cash and cash equivalents
Cash and cash equivalents comprise GBP73,544 (2018: GBP74,777) 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 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 exposure is limited to uninvested funds held with the investment manager and the fixed interest loan notes.
Currency risk
The company's assets and liabilities are denominated in Sterling. As such, there is little currency risk. Any transactions in currencies other than Sterling are recorded at the rates of exchange prevailing at the date of the transaction. At each reporting date, the monetary assets and liabilities denominated in foreign currencies are re-translated at the rates prevailing on the reporting date.
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 AIM 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 28 February 2019.
Financial assets
The interest rate profile of the company's financial assets is set out below:
Year ended Year ended
28 February 28 February
2019 2018
GBP'000 GBP'000
Floating rate 73 75
Fixed rate - -
Non-interest bearing - -
73 75
Fixed rate assets Year ended Year ended
28 February 28 February
2019 2018
Weighted average interest rate - -
Weighted average years to maturity - -
Floating rate financial assets comprise cash held on deposit and investments in liquidity funds. The benchmark rate for these investments is the UK bank base rate.
Non-interest bearing financial assets comprises equity share and non-equity share investments in investee companies, cash held on non-interest bearing deposit and debtors.
22. Risk management and financial instruments (continued)
Fair values
The 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
28 February 2019 28 February 2018
GBP'000 GBP'000
Financial assets measured 5,390 6,888
at fair value
Financial assets measured 73 75
at amortised cost
Financial liabilities measured (55) (28)
at amortised cost
24. Related party transactions
New Century AIM VCT plc is managed by M D Barnard & Company Limited. Details of the relationship and transactions with the related party are included in note 6.
One amount was payable to key management personnel during the year of GBP5,000 (2018: GBP5,000).
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 plc is not under the control of any one party or individual.
27.Post balance sheet events
On 11 June 2019 the directors proposed a dividend in respect of the year ended 28 February 2019 of GBP275,132 representing 3.50p per ordinary share.
Shareholder Information
for the year to 28 February 2019
The Company
New Century AIM VCT PLC was incorporated on 4 February 2005 in England & Wales. In March 2005, the company obtained a listing on the London Stock Exchange. A total of GBP8.465 million was raised (before expenses) through an offer for subscription of new ordinary shares at 100p.
The Investment Manager
New Century AIM VCT PLC is managed by M D Barnard & Company. Limited, an independent fund management company based in Laindon, Essex. M D Barnard & Company. Limited currently manages or advises investment trust, unit trust and venture capital funds totalling approximately GBP39 million including New Century AIM VCT 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 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 14 August 2019 Interim report for six months to 31 August 2019 October 2019 Preliminary announcement of results June 2020 for the year to 28 February 2020 Annual General Meeting 2020 August 2020
Share price
The mid-market price of shares in New Century AIM VCT PLC is available daily on the London Stock Exchange website (www.londonstockexchange.com).
View source version on businesswire.com: https://www.businesswire.com/news/home/20190628005209/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
June 28, 2019 07:37 ET (11:37 GMT)
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