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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Octopus Vct | LSE:OVCT | London | Ordinary Share | GB00B42T3254 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 88.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
TIDMOVCT Octopus VCT plc Half-Yearly Results 16 October 2013 Octopus VCT plc, managed by Octopus Investments Limited, today announces the Half-Yearly results for the six months ended 31 August 2013. These results were approved by the Board of Directors on 16 October 2013. You may shortly view the half-yearly report in full at www.octopusinvestments.com Financial Headlines 0.4% Total return for the 6 month period to 31 August 2013 94.6p Net Asset Value at 31 August 2013 4.0p Cumulative dividends paid to 31 August 2013 98.6p Total return at 31 August 2013 1.0p Interim dividend declared for the six months to 31 August 2013 Shareholder Information and Contact Details Financial Calendar The Company's financial calendar is as follows: May/June 2014 - Annual results for the year to 28 February 2014 announced; Annual Report and financial statements published October 2014 - Half-yearly results to 31 August 2013 published 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 Registrars, 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 Registrars Limited The Registry 34 Beckenham Road Beckenham Kent BR3 4TU The table below shows the movement in NAV per share and lists the dividends that have been paid since the launch of Octopus VCT plc: Period ended NAV Dividend paid in period NAV + cumulative dividends 28 February 2010 93.0p - 93.0p 31 August 2010 94.9p - 94.9p 28 February 2011 95.3p - 95.3p 31 August 2011 93.8p 1.0p 94.8p 29 February 2012 95.7p - 96.7p 31 August 2012 95.8p 1.0p 97.8p 28 February 2013 95.2p 1.0p 98.2p 31 August 2013 94.6p 1.0p 98.6p Share Price The Company's share price can be found on various financial websites with the following TIDM/EPIC code: Ordinary shares TIDM/EPIC code OVCT Latest share price - 16 October 2013 85.5p per share Buying and selling shares The Company'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 Company's Registrar, Capita Registrars, under the signature of the registered holder. Other Information for Shareholders Published Annual Reports and Half-yearly Reports are available for viewing on the Investment Manager's website at www.octopusinvestments.com by navigating to Services, Investor Services, Venture Capital Trusts, Octopus VCT. All other statutory information will also be found there. Warning to Shareholders Many 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 Octopus Investments 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 VCT plc Octopus VCT plc ("Octopus VCT" or "Company") is a venture capital trust ("VCT") and is managed by Octopus Investments Limited ("Octopus"). Octopus VCT was incorporated on 30 June 2009 as Octopus Secure VCT plc and opened for subscription on 17 September 2009, raising GBP50 million through an offer for subscription by the time it closed on 5 April 2010. A further GBP1.8 million was raised through a top up issue of shares on 30 April 2010. The investment policy of the Company is to focus on making Qualifying Investments into companies which have contractual revenues from financially sound counterparties or which have a strong asset base. Venture Capital Trusts (VCTs) VCTs were introduced in the Finance Act 1995 to provide a means for private individuals to invest in smaller 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-front income tax relief of 30%; -- exemption from income tax on dividends paid; and -- exemption from capital gains tax on disposals of shares in VCTs The Company has been provisionally approved as a VCT by Her Majesty's Revenue & Customs (HMRC). In order to achieve approval the Company must comply with certain requirements on a continuing basis, including: -- at least 70% of the Company's investments must comprise 'qualifying holdings'* (as defined in the legislation); -- for funds raised pre 6 April 2011, at least 30% of the 70% of qualifying holdings must be invested into Ordinary shares with no preferential rights; -- for funds raised post 5 April 2011, at least 70% of the 70% of qualifying holdings must be invested into Ordinary shares with no preferential rights; -- no single investment made 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 UK company (or companies listed on AIM) which is carrying on a qualifying trade and whose gross assets do not exceed a prescribed limit 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. Financial Summary Six months to Six months to Year to 31 August 2013 31 August 2012 28 February 2013 Net assets (GBP'000s) 49,354 49,967 49,635 Net profit/(loss) after tax (GBP'000s) 240 570 758 Net asset value per share 94.6p 95.8p 95.2p (NAV) Cumulative dividends paid 4.0p 2.0p 3.0p to date Total return 98.6p 97.8p 98.2p Chairman's Statement Introduction I am delighted to present to you the half-yearly report for Octopus VCT plc for the period ended 31 August 2013. Performance The Company's performance has been stable in the period, with the total return of the Company (NAV plus cumulative dividends) increasing by 0.4%, from 98.2p as at 28 February 2013 to 98.6p as at 31 August 2013. This uplift is particularly pleasing as the Company sustained a loss of GBP168,000 on the disposal of its investment in Game Development and Management Limited ("Game Development"). Game Development is a company involved in the production of video games for video game publishers. The company had struggled to identify and develop suitable games in the competitive market environment in which it operates. As there was little indication that this situation would be resolved in the near future the Managers took the decision to exit the investment. Fortunately, the interest income on loan investments not only exceeded the Company's standard running costs but also mitigated the effect of the loss arising from the disposal of Game Development. Investment Portfolio As at 31 August 2013, the Company held investments in 49 companies with a combined fair value of GBP46,699,000, representing 94.6% of net assets. During the period under review GBP4,616,000 was invested into Clifford Thames Group Limited, a market-leading provider of software, data and outsourcing services to the automotive industry. Two loans to solar companies were repaid during the period, being loans to Helaku Power (GBP2,750,000) and Shakti Power (GBP1,665,330). The investments in Salus Services 2 and Game Development and Management were fully realised in the period, resulting in an overall loss of GBP178,000. The majority of the Company's portfolio is invested in the renewable energy sector which continues to perform in line with expectations. The Company"s new GBP4.6 million investment into Clifford Thames is alongside existing investor, Apollo VCT, which invested GBP5.3 million in January 2010 and a further GBP1.0 million in March 2011. Both VCTs have invested in a combination of debt and equity, and the same fund management team within Octopus manages both VCT funds. Investment Strategy The Company continues to be managed in line with the mandate that was set out in the prospectus whereby investments are made with more of an emphasis on capital preservation than a typical VCT. Generally the Company receives its return from interest paid on secured loan notes as well as an exposure to the value of the shares of investee companies. The investment strategy is to derive sufficient return from the secured loan notes to achieve the Company's investment aims and to use the small equity exposure to boost returns. The Investment Manager continues to identify appropriate investment opportunities to meet these objectives. Dividend and Dividend Policy As mentioned in my statement at the year end, due to the high level of income the Company generated from its cash deposits, your Board proposed a dividend of 1.0 pence per share that was paid to shareholders on 24 July 2013. Your Board has declared an interim dividend of 1.0 pence per share to be paid on 22 November 2013 to those shareholders on the register on 25 October 2013. VCT Qualifying Status A key requirement is to invest at least the 70% of the funds raised into qualifying investments. As at 31 August 2013, 82.0% of the portfolio, as measured by HMRC rules, was invested in VCT qualifying investments. The Manager does not foresee any issues with maintaining the required investment hurdle of 70%. Principal Risks and Uncertainties The principal risks and uncertainties are set out in note 5 of the Notes to the Half-Yearly Report. Outlook The economic environment remains uncertain for many businesses in the UK due to ongoing concerns about the sustainability of the economic recovery, inflationary pressures and the condition of public finances. It is pleasing to report that, despite these tough trading conditions, the investments in your Company's portfolio continue to trade strongly and the total return continues to make progress. The Investment Manager remains committed to managing the existing portfolio and seeking new investments which complement the mandate pursued by the Company. With this in mind, your Board remains confident that the Company will achieve its investment objectives and that the total return will continue to appreciate. If you have any questions on any aspect of your investment, please call one of the team on 0800 316 2347. James Otter Chairman 16 October 2013 Investment Portfolio Cost of Movement Fair Movement investment in fair value as in period as at 31 value to at 31 to 31 % equity August 31 August August August held by % equity 2013 2013 2012 2013 Octopus held by Investee Company (GBP'000) (GBP'000) (GBP'000) (GBP'000) VCT Octopus Automotive Clifford Thames Software & Group Limited data 4,616 - 4,616 - 7.7% 18.1% CSL Dualcom Security Holdings Ltd devices 3,840 - 3,840 - 1.4% 3.4% Borro Loan 2 Consumer Ltd* finance 2,000 - 2,000 - 0.0% 0.0% GreenCo Services 2 Ltd Solar 1,600 - 1,600 - 40.9% 100.0% 3AM Music Ltd Media 1,500 - 1,500 - 49.9% 100.0% Healthcare Services and Technology Limited Healthcare 1,500 - 1,500 - 49.9% 100.0% Donoma Power Ltd Solar 1,220 - 1,220 - 44.9% 100.0% 5AM Music Ltd Media 1,000 - 1,000 - 49.9% 100.0% Atlantic Screen International Ltd Media 1,000 - 1,000 - 49.9% 100.0% Ground source Caspian Heat Ltd heat 1,000 - 1,000 - 49.9% 100.0% Ground source Erie Heat Ltd heat 1,000 - 1,000 - 49.9% 100.0% Healthcare Education Business Services Ltd Solar 1,000 - 1,000 - 30.2% 90.6% Horrebow Energy Ltd Solar 1,000 - 1,000 - 49.9% 100.0% Huitzilopochtli Ltd Solar 1,000 - 1,000 - 49.9% 100.0% Jokim Ltd Solar 1,000 - 1,000 - 49.9% 100.0% Mallina Power Ltd Solar 1,000 - 1,000 - 49.9% 100.0% MediaCo Business Services Ltd Solar 1,000 - 1,000 - 30.2% 90.6% Misae Power Ltd Solar 1,000 - 1,000 - 49.9% 100.0% Paivatar Power Ltd Solar 1,000 - 1,000 - 49.9% 100.0% Personnel Advisory Services Ltd Solar 1,000 - 1,000 - 30.2% 90.6% Resilient Corporate Services Ltd Solar 1,000 - 1,000 - 18.2% 88.5% Saas Business Services Ltd Solar 1,000 - 1,000 - 30.2% 90.6% Sula Power Ltd Solar 1,000 - 1,000 - 32.3% 100.0% Ground Superior Heat source Ltd heat 1,000 - 1,000 - 49.9% 100.0% Ground Tanganyika Heat source Ltd heat 1,000 - 1,000 - 49.9% 100.0% Technical Software Consultants Ltd Other 1,000 - 1,000 - 3.3% 10.0% Acquire Your Business Ltd Other 882 - 882 - 48.9% 100.0% EKF Diagnostics Plc Healthcare 665 - 665 - 0.9% 5.8% Howbery Solar Ltd Solar 600 - 600 - 49.9% 100.0% Helaku Power Ltd Solar 527 - 527 - 25.0% 100.0% Michabo Power Ltd* Solar 526 - 526 - 0.0% 100.0% Aashman Power Ltd Solar 500 - 500 - 17.0% 100.0% Cyrah Power Ltd Solar 500 - 500 - 16.7% 100.0% Evaki Power Ltd Solar 500 - 500 - 16.7% 100.0% Gnowee Power Ltd Solar 500 - 500 - 17.9% 100.0% Grian Power Ltd Solar 500 - 500 - 12.5% 100.0% Intina Power Ltd Solar 500 - 500 - 12.5% 100.0% Kala Power Ltd Solar 500 - 500 - 18.5% 100.0% Meri Power Ltd Solar 500 - 500 - 16.7% 100.0% Nima Power Ltd Solar 500 - 500 - 12.5% 100.0% Palk Power Ltd Solar 500 - 500 - 19.3% 100.0% Teruko Power Ltd Solar 500 - 500 - 17.9% 100.0% Tonatiuh Trading 1 Ltd Solar 500 - 500 - 20.7% 100.0% Tonatiuh Trading 2 Ltd Solar 500 - 500 - 17.8% 100.0% Tuwale Power Ltd Solar 500 - 500 - 12.5% 100.0% Yata Power Ltd Solar 500 - 500 - 16.7% 100.0% PTB Films Ltd Media 249 - 249 - 12.5% 100.0% Quickfire Films Ltd Media 246 (3) 243 - 6.5% 99.7% Quickfire 2 Films Ltd Media 247 (16) 231 - 6.5% 99.9% Total fixed asset investments 46,718 (19) 46,699 - Current asset investments 5 - 5 Total investments 46,723 (19) 46,704 Cash at bank 2,459 Debtors less creditors 191 Net assets 49,354 * 100% debt investments 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 Services 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 James Otter Chairman 16 October 2013 Income Statement Six months to Six months to Year to 31 August 2013 31 August 2012 28 February 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 Income 679 - 679 715 - 715 1,448 - 1,448 Fixed asset investment losses on disposal - (176) (176) - - - - - - Fixed asset investment holding gains - - - - 110 110 - 63 63 Investment management fees - - - - - - - - - Other expenses (263) - (263) (255) - (255) (543) - (543) Profit/(loss) on ordinary activities before tax 416 (176) 240 460 110 570 905 63 968 Taxation on profit/(loss) on ordinary activities - - - - - - (210) - (210) Profit/(loss) on ordinary activities after tax 416 (176) 240 460 110 570 695 63 758 Profit/(loss) 0.8p (0.3)p 0.5p 0.9p 0.2p 1.1p 1.3p 0.1p 1.4p per share - basic and diluted -- 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 accompanying notes are an integral part of the half-yearly report. -- The Company has no recognised gains or losses other than those disclosed in the income statement. Reconciliation of Movements in Shareholders' Funds Six months ended Six months ended Year to 31 August 2013 31 August 2012 28 February 2013 GBP'000 GBP'000 GBP'000 Shareholders' funds at start of period 49,635 49,919 49,919 Profit on ordinary activities after tax 240 570 758 Dividends paid (521) (522) (1,042) Shares bought back for cancellation - - - Shareholders' funds at end of period 49,354 49,967 49,635 Balance Sheet As at 28 February As at 31 August 2013 As at 31 August 2012 2013 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Fixed asset investments 46,699 47,002 48,538 Current assets: Investments - money market funds* 5 1,601 5 Debtors 579 731 726 Cash at bank 2,459 740 712 3,043 3,072 1,443 Creditors: amounts falling due within one year (388) (107) (346) Net current assets 2,655 2,965 1,097 Net assets 49,354 49,967 49,635 Called up equity share capital 521 521 521 Special distributable reserve 47,871 48,589 48,568 Capital redemption reserve 1 1 1 Capital reserve holding gains and losses 268 315 268 Capital reserve gains on disposal - 243 - Revenue reserve 693 298 277 Total equity shareholders' funds 49,354 49,967 49,635 Net asset 94.6p 95.8p 95.2p value per share *Held at fair value through profit and loss The statements were approved by the Directors and authorised for issue on 16 October 2013 and are signed on their behalf by: James Otter Chairman Company Number: 06948448 Cash Flow Statement Six months ended Six months ended Year to 31 August 2013 31 August 2012 28 February 2013 GBP'000 GBP'000 GBP'000 Net cash inflow from operating activities 605 234 923 Taxation - - (210) Financial investment: Purchase of fixed asset investments (4,616) (16,140) (17,807) Sale of fixed asset investments 6,279 1,942 2,037 Management of liquid resources: Purchase of current asset investments - (1,000) (1,017) Sale of current asset investments - 9,990 11,592 Dividends paid (521) (522) (1,042) Financing: Issue of own shares - - - Share issue expense - - - Purchase of own shares - - - Increase/(decrease) in cash at bank 1,747 (5,496) (5,524) Reconciliation of net cash flow to movement in net funds Six months ended Six months ended Year to 31 August 2013 31 August 2012 28 February 2013 GBP'000 GBP'000 GBP'000 Increase/(decrease) in cash at bank 1,747 (5,496) (5,524) Decrease in cash equivalents - (8,979) (10,575) Opening net cash resources 717 16,816 16,816 Net cash resources at end of period 2,464 2,341 717 Reconciliation of profit before taxation to cash flow from operating activities Six months ended Six months ended Year to 31 August 2013 31 August 2012 29 February 2013 GBP'000 GBP'000 GBP'000 Profit on ordinary activities before tax 240 570 968 Decrease/(increase) in debtors 147 (223) (218) Increase/(decrease) in creditors 42 (3) 236 Gain on disposal of fixed asset investments 176 - - Holding gain on fixed asset investments - (110) (63) Net cash inflow from operating activities 605 234 923 Notes to the Half-Yearly Report 1. Basis of preparation The unaudited half-yearly results which cover the six months to 31 August 2013 have been prepared in accordance with the Accounting Standards 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 28 February 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 31 August 2013 do not constitute statutory accounts within the meaning of s.415 of the Companies Act 2006. The comparative figures for the year ended 28 February 2013 have been extracted from the audited financial statements for that period, 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 at 31 August 2013 is calculated on the basis of 52,145,218 (31 August 2012: 52,145,218 and 28 February 2013: 52,145,218) 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 return per share figures are relevant. The basic and diluted earnings per share are therefore identical. 4. Net asset value per share The net asset value per share is calculated on the basis of 52,145,218 (31 August 2012: 52,145,218 and 28 February 2013: 52,145,218) shares in issue at that date. 5. Principal Risks and Uncertainties The Company'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 the Company include economic, loss of approval as a VCT, investment and strategic, regulatory, reputational, operational and financial risks. These risks, and the way in which they are managed, are described in more detail in the Company's Annual Report and Accounts for the year ended 28 February 2013. The Company's principal risks and uncertainties have not changed materially since the date of that report. 6. Contingencies, guarantees and financial commitments Under the terms of the Investment Management agreement, Octopus is entitled to an annual management fee of 2.0% of net assets. However, the annual management fee will be rolled up (without interest) and will only be paid to Octopus once shareholders have received dividends and distributions during the life of the Company totalling or exceeding 105p per share. Octopus will only be entitled to receive an annual management fee for the period from the date on which shares were first allotted under the Offer until the date on which the general meeting is held (expected to be in August 2015) at which shareholders will be asked to approve a motion regarding the future of the Company. In view of the early stage of the investment process, the Directors do not currently believe there is sufficient certainty that any management fee will be paid, and have therefore made no accrual in respect of any fee potentially payable. In relation to management fees, there was a contingent liability of GBP3,450,000 as at 31 August 2013 (28 February 2013: GBP2,950,000). Provided that an intermediary continues to act for a shareholder and the shareholder continues to be the beneficial owner of the shares, intermediaries will be paid an annual trail commission up to 0.5% of the initial net asset value. Trail commission of GBP115,000 was paid during the six month period to 31 August 2013 (31 August 2012: GBP120,000 and 28 February 2013: GBP252,000) and there was GBPnil outstanding at the period end. There were no further contingencies, guarantees or financial commitments as at 31 August 2013 (31 August 2012: none and 28 February 2013: none). 7. Related Party Transactions Martijn Kleibergen, a non-executive director of Octopus VCT plc, is an employee of Octopus Investments Limited. Octopus VCT plc has employed Octopus throughout the period as Investment Manager. Octopus VCT plc has paid Octopus GBPnil in the period as a management fee and there is GBPnil outstanding at the balance sheet date. The fee in respect of the accounting and administrative services, charged at 0.3% of the net asset value, is payable quarterly in arrears and is calculated at annual intervals as at 28 February. Octopus also provides company secretarial services for an additional fee of GBP15,000 per annum. 8. Copies of this statement will be made available to all shareholders. Copies are also available from the registered office of the Company at 20 Old Bailey, London, EC4M 7AN, and will also be available to view on the Investment Manager's website at www.octopusinvestments.com. This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Octopus VCT PLC via Thomson Reuters ONE HUG#1736153
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