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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Octopus T. 3 | LSE:OTV3 | London | Ordinary Share | GB00B2Q5VD26 | ORD SHS 10P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 94.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMOTV3 Octopus Titan VCT 3 plc Half-Yearly Results 5 June 2014 Octopus Titan VCT 3 plc, managed by Octopus Investments Limited, today announces the Half-Yearly results for the six months ended 30 April 2014. These results were approved by the Board of Directors on 5 June 2014. You may shortly view the Half-Yearly Report in full at www.octopusinvestments.com. All other statutory information will also be found there. Financial Headlines 92.8p Net asset value (NAV) at 30 April 2014 33.5p Cumulative dividends paid 126.3p NAV plus cumulative dividends at 30 April 2014 2.5p Interim dividend declared for the half-year to 30 April 2014 Shareholder Information and Contact Details Financial Calendar Octopus Titan VCT 3 plc's financial calendar is as follows: 24 July 2014 - 2013 interim dividend paid February 2015 - Annual results for the year to 31 October 2014 announced; Annual Report and financial statements published March 2015 - Annual General Meeting Dividends Dividends will be paid by the Registrar on behalf of the Company. Shareholders who wish to have dividends paid directly into their bank account rather than by cheque to their registered address can complete a mandate form for this purpose. Queries relating to dividends, shareholdings and requests for mandate forms should be directed to the Company's Registrar, Capita Asset Services, by calling 0871 664 0300 (calls cost 10p per minute plus network extras. Lines are open Monday-Friday 9.00am-5.30pm), or by writing to them at: Capita Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4BR The table below shows the net asset value per share (NAV) and lists the dividends that have been paid since the launch of Octopus Titan VCT 3 plc: Period Ended NAV Dividends paid NAV + cumulative dividends in period (total return) 31 October 2008 92.2p - 92.2p 30 April 2009 95.6p - 95.6p 31 October 2009 100.1p - 100.1p 30 April 2010 96.6p - 96.6p 31 October 2010 96.7p - 96.7p 30 April 2011 95.3p - 95.3p 31 October 2011 92.9p - 92.9p 30 April 2012 93.7p - 93.7p 31 October 2012 116.4p 1.0p 117.4p 30 April 2013 95.5p 20.0p 116.5p 31 October 2013 91.5p 10.0p 122.5p 30 April 2014 92.8p 2.5p 126.3p Share Price The VCT's share price can be found on various financial websites including www.londonstockexchange.com, with the following TIDM/EPIC code: Ordinary shares TIDM/EPIC code OTV3 Latest share price (5 June 2014) 86.5p per share Buying and Selling Shares Titan 3's ordinary shares can be bought and sold in the same way as any other company quoted on the London Stock Exchange via a stockbroker. There may be tax implications in respect of selling all or part of your holdings, so shareholders should contact their independent financial adviser if they have any queries. The Company operates a policy of buying its own shares for cancellation as they become available. The Company is, however, unable to buy back shares directly from shareholders. If you are considering selling your shares or trading in the secondary market, please contact the Company's corporate broker, Panmure Gordon (UK) Limited ('Panmure'). Panmure is able to provide details of close periods (when the Company is prohibited from buying in shares) and details of the price at which the Company has brought in shares. Panmure can be contacted as follows: Chris Lloyd 020 7886 2716 chris.lloyd@panmure.com Paul Nolan 020 7886 2717 paul.nolan@panmure.com Notification of Change of Address Communications with shareholders are mailed to the registered address held on the share register. In the event of a change of address or other amendment this should be notified to the VCT's registrar, Capita, as well as Octopus Investments Limited ('Octopus') under the signature of the registered holder. Their contact details are provided at the end of this report. Other Information for Shareholders Previously published Annual Reports and Half-yearly Reports are available for viewing on the Investment Manager's website at http://www.octopusinvestments.com/investors/shareholder-information/titan-vct-3. All other statutory information will also be found there. Warning to Shareholders Many quoted companies are aware that their shareholders have received unsolicited phone calls or correspondence concerning investment matters. These are typically from overseas based 'brokers' who target UK shareholders offering to sell them what often turn out to be worthless or high risk shares in US or UK investments. They can be very persistent and extremely persuasive. Shareholders are therefore advised to be very wary of any unsolicited advice, offer to buy shares at a discount or offer for free company reports. Please note that it is very unlikely that either the Company or the Company's registrar would make unsolicited telephone calls to shareholders and that any such calls would relate only to official documentation already circulated to shareholders and never in respect of investment 'advice'. If you are in any doubt about the veracity of an unsolicited phone call, please call either Octopus Investments, or the Registrar, at the numbers provided at the back of this report. About Octopus Titan VCT 3 PLC Octopus Titan VCT 3 plc ('Titan 3', 'Company' or 'VCT') is a venture capital trust ('VCT') which aims to provide shareholders with attractive tax-free dividends and long-term capital growth, by investing in a diverse portfolio of predominantly unquoted companies. The Company is managed by Octopus Investments Limited ('Octopus' or 'Investment Manager'). Titan 3 was incorporated on 4 March 2008 and raised over GBP20.0 million (GBP19.2 million net of expenses) through an Offer for Subscription. A further GBP6.22 million in aggregate (GBP5.90 million net of expenses) has been raised by way of top-ups in 2012 and 2013. In 2014, to date GBP9.74 million in aggregate has been allotted (GBP9.5 million net of expenses). Titan 3 invests primarily in unquoted UK smaller companies and aims to deliver absolute returns on its investments. Venture Capital Trusts (VCTs) VCTs were introduced in the Finance Act 1995 to provide a means for private individuals to invest in unlisted companies in the UK. Subsequent Finance Acts have introduced changes to VCT legislation. The tax benefits currently available to eligible new investors in VCTs include: -- up to 30% up-front income tax relief; -- exemption from income tax on dividends paid; and -- exemption from capital gains tax on disposals of shares in VCTs. Titan 3 has been approved as a VCT by HM Revenue & Customs (HMRC). In order to maintain its approval the Company must comply with certain requirements on a continuing basis. -- at least 70% of the Company's investments must comprise 'qualifying holdings'*(as defined in the legislation); -- for cash raised pre 6 April 2011 at least 30% of the 70% of qualifying holdings must be in eligible ordinary shares with no preferential rights; -- for cash raised post 5 April 2011 at least 70% of the 70% of qualifying holdings must be in eligible ordinary shares with no preferential rights; -- no single investment can exceed 15% of the total Company value; and -- a minimum of 10% of each Qualifying Investment must be in Ordinary shares with no preferential rights. *A 'qualifying holding' consists of up to GBP5 million invested in any one year in new shares or securities in an unquoted company (or companies quoted on AIM) which is carrying on a qualifying trade and whose gross assets do not exceed GBP15 million at the time of investment. The definition of a 'qualifying trade' excludes certain activities such as property investment and development, financial services and asset leasing. The Company will continue to ensure its compliance with these qualification requirements. Financial Summary Six months to Six months to Year to 31 30 April 2014 30 April 2013 October 2013 Net assets (GBP'000s) 32,752 25,083 23,135 Return on ordinary activities after tax (GBP'000s) 1,272 (232) 1,253 Net asset value per share (NAV) 92.8p 95.5p 91.5p Cumulative dividends paid since 33.5p 21.0p 31.0p launch Total Return 126.3p 116.5p 122.5p Proposed Dividend 2.5p 10.0p 2.5p Chairman's Statement I am pleased to present the Company's half-yearly results for the six month period ended 30 April 2014. Results and Dividend As at 30 April 2014 the total return (net asset value (NAV) plus cumulative dividends) stood at 126.3p, compared to 122.5p at 31 October 2013. This represents an increase of 3.1% over the six month period, principally due to the uplift in the portfolio exceeding the standard running costs of the Fund. These movements are discussed in further detail below. It is your Board's policy to strive to maintain a regular dividend flow especially given their tax free status, supplemented by special dividends following significant realisations. The dividend payable, however, primarily relies on the level of profitable realisations and available cash reserves. Taking account of these factors, the Board has decided to declare an interim dividend of 2.5p (2013: 10.0p) per share which will be payable on 24 July 2014 to shareholders on the register on 27 June 2014. This will take the total cumulative dividends paid by the Company to 36.0 pence per share. Investment Portfolio Review The portfolio has had an overall uplift in fair value of GBP1,974,000 during the period with seven companies contributing to the uplift. Certivox and Semafone were the main contributors to the uplift in value providing GBP1,249,000 and GBP391,000, respectively. Three companies suffered decreases in fair value totalling GBP180,000. During the half year, Titan 3 invested GBP2,350,000 into six new companies and made seven follow-on investments. Whilst over prior periods the main focus has been on both developing and investing in the current portfolio, the Investment Manager has now restarted investing in new companies which have the potential for significant capital growth. After 30 April 2014, the following investments were made: -- GBP231,000 into Swoon (new company investment) -- GBP471,000 into Zynstra -- GBP150,000 into Origami (new company investment) -- GBP467,000 into Aframe Media Group Open Ended Investment Company (OEIC) The holding in CF Octopus UK Micro Cap Growth Fund has continued its strong performance and increased in fair value by GBP69,000 over the six months to 30 April 2014. Fund Raising The Company, together with the other Titan funds, offered the opportunity to invest into the VCTs through a linked new share offer. It is pleasing to report that this offer raised GBP9,522,000 (net of costs) for the Fund. The majority of monies raised will also be used to support existing portfolio companies where the Investment Manager sees a continuing opportunity for capital growth, and some of the cash raised will be used to invest in new companies thereby increasing the size of the portfolio. The Investment Manager continues to sustain a pipeline of prospective investments which have the potential to meet the investment criteria demanded by the Fund. VCT Qualifying Status PricewaterhouseCoopers LLP provides both the Board and Octopus with advice regarding ongoing compliance with HMRC rules and regulations concerning VCTs. The Board has been advised that Titan 3 is in compliance with the conditions laid down by HMRC for maintaining provisional approval as a VCT. As at 30 April 2014, over 93% of the portfolio (as measured by HMRC rules) was invested in VCT qualifying investments. Principal Risks and Uncertainties The VCT's assets consist of equity and fixed-rate interest investments, cash and liquid resources. Its principal risks are therefore market risk, credit risk and liquidity risk. Other risks faced by Titan 3 include economic, loss of approval as a VCT, investment and strategic, regulatory, reputational, operational and financial risks. These risks, and the ways in which they are managed, are described in more detail in Titan 3's Annual Report and Accounts for the year ended 31 October 2013. The VCT's principal risks and uncertainties have not changed materially since the date of that report. Outlook The existing portfolio has continued to perform well resulting in an overall uplift in value for another successive period. Investments in new companies are now starting to be added and the Investment Manager remains confident that this will continue over subsequent periods. As ever, the challenge is to grow the portfolio companies and realise profitable returns to generate attractive dividends, where increasingly active M&A markets and growing investor appetite for technology based companies provide a more positive environment for the development and realisation of the portfolio. As the economy continues to improve your Investment Manager is seeing many interesting businesses with the potential for good investment returns. Some of these opportunities can selectively be realised from monies raised in the successful linked top-up fund raising. Mark Hawkesworth Chairman 5 June 2014 Investment Portfolio Carrying Change in Investment value at valuation % voting % equity cost at 30 Unrealised 30 April in the rights managed Qualifying April 2014 profit/ (loss) 2014 period held by by investments Sector (GBP'000) (GBP'000) (GBP'000) (GBP'000) Titan 3 Octopus Zenith Holding Company Limited Other 4,910 3,089 7,999 (122) 33.33% 100% Certivox Limited Technology 1,994 455 2,449 1,249 16.31% 30.74% TouchType Limited Telecommunications 1,226 1,007 2,233 - 5.28% 19.04% Vega-Chi Limited Technology 1,107 293 1,400 243 7.30% 14.10% e-Therapeutics Consumer lifestyle Plc and well being 1,152 (62) 1,090 (48) 1.46% 3.28% UltraSoC Technologies Limited Technology 986 45 1,031 - 16.16% 55.11% Amplience Limited Technology 1,050 (41) 1,009 - 11.10% 30.74% Getlenses Consumer lifestyle Limited and well being 824 147 971 58 5.89% 15.63% Mi-Pay Group plc Telecommunications 1,004 (141) 863 159 5.73% 17.18% Metrasens Consumer lifestyle Limited and well being 668 94 762 - 6.66% 17.28% Semafone Limited Telecommunications 826 (123) 703 391 11.62% 26.17% Surrey Nanosystems Limited Technology 621 43 664 - 6.18% 14.26% Bowman Power Limited Environmental 519 (54) 465 (12) 2.70% 10.70% Executive Channel Europe Limited Media 753 (325) 428 - 8.26% 30.00% Consumer lifestyle Kabbee Limited and well being 400 - 400 - 1.55% 7.74% Michelson Diagnostics Consumer lifestyle Limited and well being 627 (266) 361 - 5.69% 24.95% Aframe Limited Media 332 - 332 - 4.23% 33.19% Adbrain Limited Technology 300 - 300 - 1.65% 9.23% Artesian Solutions Limited Technology 155 - 155 - 0.94% 23.70% Zynstra Limited Technology 100 50 150 50 1.23% 8.12% Uniplaces Consumer lifestyle Limited and well being 106 - 106 - 5.81% 27.49% Consumer lifestyle Tailsco Limited and well being 39 - 39 - 0.77% 1.16% Phasor Solutions Limited Technology 50 (18) 32 6 0.77% 0.98% Streethub Consumer lifestyle Limited and well being 26 - 26 - 0.90% 4.21% Sofar Sounds Consumer lifestyle Limited and well being 14 - 14 - 0.37% 1.85% Total qualifying investments 19,789 4,193 23,982 1,974 Money market securities 5,030 - 5,030 OEICs 266 333 599 Cash at bank 3,293 - 3,293 Total investments 28,378 4,526 32,904 Net current assets (152) Total net assets 32,752 Responsibility Statement of the Directors in respect of the half-yearly report We confirm that to the best of our knowledge: -- the half-yearly financial statements have been prepared in accordance with the statement 'Half-Yearly Financial Reports' issued by the UK Accounting Standards Board; -- the half-yearly report includes a fair review of the information required by the Financial Conduct Authority Disclosure and Transparency Rules, being: -- an indication of the important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; -- a description of the principal risks and uncertainties for the remaining six months of the year; and -- a description of related party transactions that have taken place in the first six months of the current financial year, that may have materially affected the financial position or performance of the Company during that period and any changes in the related party transactions described in the last annual report that could do so. On behalf of the Board Mark Hawkesworth Chairman 5 June 2014 Income Statement Six months to 30 April Six months to 30 April 2014 2013 Year to 31 October 2013 Revenue Capital Total Revenue Capital Total Revenue Capital Total GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Realised gain on disposal of fixed asset investments - 10 10 - - - - 527 527 Realised gain on disposal of current asset investments - - - - 176 176 - 176 176 Fixed asset investment holding gains - 1,974 1,974 - 29 29 - 1,408 1,408 Current asset investment holding gains - 69 69 - 47 47 - 119 119 Other income 9 - 9 92 - 92 252 - 252 Investment management fees (58) (175) (233) (64) (193) (257) (125) (375) (500) Performance fee incentive - (333) (333) - (145) (145) - (319) (319) Other expenses (224) - (224) (174) - (174) (410) - (410) Return on ordinary activities before tax (273) 1,545 1,272 (146) (86) (232) (283) 1,536 1,253 Taxation on return on ordinary activities - - - - - - - - - Return on ordinary activities after tax (273) 1,545 1,272 (146) (86) (232) (283) 1,536 1,253 Earnings per share - basic and diluted (0.9)p 5.3p 4.4p (0.6)p (0.4)p (1.0)p (1.2)p 6.4p 5.2p -- The 'Total' column of this statement is the profit and loss account of the Company; the supplementary revenue return and capital return columns have been prepared under guidance published by the Association of Investment Companies. -- All revenue and capital items in the above statement derive from continuing operations. -- The Company has only one class of business and derives its income from investments made in shares and securities and from bank and money market funds. -- The Company has no recognised gains or losses other than the results for the period as set out above. -- The accompanying notes are an integral part of the half-yearly report. Reconciliation of Movements in Shareholders' Funds Six months to 30 Six months to 30 Year to 31 October April 2014 April 2013 2013 GBP'000 GBP'000 GBP'000 Shareholders' funds at start of period 23,135 25,034 25,034 Return on ordinary activities after tax 1,272 (232) 1,253 Issue of equity (net of expenses) 9,523 4,580 4,580 Purchase of own shares (436) - (805) Dividends paid (742) (4,299) (6,927) Shareholders' funds at end of period 32,752 25,083 23,135 Balance Sheet As at 30 April As at 30 April As at 31 October 2014 2013 2013 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Fixed asset investments* 23,982 19,806 19,658 Current assets: Money market securities and other deposits* 5,629 4,599 554 Debtors 420 331 1,074 Cash at bank 3,293 1,481 3,454 9,342 6,411 5,082 Creditors: amounts falling due within one year (572) (1,134) (1,605) Net current assets 8,770 5,277 3,477 Net assets 32,752 25,083 23,135 Called up equity share capital 3,531 2,627 2,529 Share Premium 8,471 5,188 5,188 Special distributable reserve 20,088 12,584 16,078 Capital redemption reserve 155 7 105 Capital reserve - losses on disposal 263 3,992 (560) - holding gains 1,897 1,928 1175 Revenue reserve (1,653) (1,243) (1,380) Total equity shareholders' funds 32,752 25,083 23,135 Net asset value per share 92.8p 95.5p 91.5p *Held at fair value through profit and loss The statements were approved by the Directors and authorised for issue on 5 June 2014 and are signed on their behalf by: Mark Hawkesworth Chairman Company Number: 06523078 Cash flow statement Six months to 30 Six months to 30 Year to 31 October April 2014 April 2013 2013 GBP'000 GBP'000 GBP'000 Net cash outflow from operating activities (1,160) 961 196 Financial investment: Purchase of fixed asset investments (2,350) (4,028) (12,892) Disposal of fixed asset investments 10 7,772 18,691 Management of liquid resources: Purchase of current asset investments (5,306) (5,904) (5,908) Disposal of current asset investments 300 2,365 6,485 Dividends paid (742) (4,299) (6,927) Financing: Issue of equity 9,523 4,580 4,580 Purchase of own shares (436) - (805) Increase/(decrease) in cash resources at bank (161) 1,447 3,420 Reconciliation of net cash flow to movement in net funds Six months to Six months to 30 April 2014 30 April 2013 Year to 31 October 2013 GBP'000 GBP'000 GBP'000 Increase/(decrease) in cash resources at bank (161) 1,447 3,420 Movement in cash equivalents 5,075 1,875 (2,170) Opening net cash resources 4,008 2,758 2,758 Net funds at period end 8,922 6,080 4,008 Reconciliation of return before taxation to cash flow from operating activities Six months to Six months to 30 April 2014 30 April 2013 Year to 31 October 2013 GBP'000 GBP'000 GBP'000 Return on ordinary activities before tax 1,272 (232) 1,253 Loss on disposal of current asset investments - (176) (176) Loss on disposal of fixed asset investments (10) - (527) Gain on valuation of fixed asset investments (1,974) (29) (1,408) Loss/(gain) on valuation of current asset investments (69) (47) (119) Decrease/(increase) in debtors 654 1,298 555 Increase in creditors (1,033) 147 618 Inflow/(outflow) from operating activities (1,160) 961 196 Notes to the Half-Yearly Report 1. Basis of preparation The unaudited half-yearly results which cover the six months to 30 April 2014 have been prepared in accordance with the Accounting Standard Board's (ASB) statement on half-yearly financial reports (July 2007) and adopting the accounting policies set out in the statutory accounts of the Company for the year ended 31 October 2013, which were prepared under UK GAAP and in accordance with the Statement of Recommended Practice for Investment Companies issued by the Association of Investment Companies in January 2009. 2. Publication of non-statutory accounts The unaudited half-yearly results for the six months ended 30 April 2014 do not constitute statutory accounts within the meaning of Section 415 of the Companies Act 2006. The comparative figures for the year ended 31 October 2013 have been extracted from the audited financial statements for that year, which have been delivered to the Registrar of Companies. The independent auditor's report on those financial statements, in accordance with chapter 3, part 16 of the Companies Act 2006, was unqualified. This half-yearly report has not been reviewed by the Company's auditor. 3. Earnings per share The earnings per share is based on 29,261,688 (30 April 2013: 22,268,597 and 31 October 2013: 24,192,531) shares, being the weighted average number of shares in issue during the period. There are no potentially dilutive capital instruments in issue and therefore no diluted returns per share figures are relevant. The basic and diluted earnings per share are therefore identical. 4. Net asset value per share The calculation of NAV per share as at 30 April 2014 is based on 35,304,630 (30 April 2013: 22,266,713 and 31 October 2013: 25,287,477) ordinary shares in issue at that date. 5. Dividends The interim dividend declared of 2.5 pence per share for the six months ending 30 April 2014 will be paid on 24 July 2014, to those shareholders on the register on 27 June 2014. The final dividend of 2.5 pence per share for the year ending 31 October 2013 was paid on 4 April 2014 to those shareholders on the register on 7 March 2014 6. Buy Backs During the six months ended 30 April 2014 there were no buy backs (six months ended 30 April 2013: none and year ended 31 October 2013: 503,649 ordinary shares at a weighted average price of 86.5 pence per share). During the six months to 30 April 2014, 10,520,802 shares were issued at a weighted average price of 90.5 pence per share. 7. Related Party Transactions Octopus Investments Limited acts as the Investment Manager of the Company. Under the management agreement, Octopus receives a fee of 2.0 per cent per annum of the net assets of the Company for the investment management services. During the period, the Company incurred management fees of GBP233,000 payable to Octopus with GBP333,000 accrued for performance fees (30 April 2013: GBP257,000 and 31 October 2013: GBP500,000 with performance fees of GBP319,000). At the period end there were management fees of GBPnil stated within prepayments (30 April 2013: GBPnil and 31 October 2013: GBPnil). Furthermore, Octopus provides administration and company secretarial services to the Company. Octopus receives a fee of 0.3 per cent per annum of net assets of the Company for administration services and GBP10,000 per annum for company secretarial services. 8. Additional information Copies of this report are available from the registered office of the Company at 20 Old Bailey, London, EC4M 7AN. This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients. The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Octopus Titan VCT 3 PLC via Globenewswire HUG#1791150 http://www.octopusinvestments.com
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