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OTT Oxford Technology 3 Venture Capital Trust Plc

34.00
0.00 (0.00%)
23 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Oxford Technology 3 Venture Capital Trust Plc LSE:OTT London Ordinary Share GB0031420390 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% 34.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Oxford Tech 3 VCT Oxford Technology 3 Vct Plc : Annual Financial Report

10/05/2017 5:01pm

UK Regulatory


 
TIDMOTT 
 
   10 May 2017 
 
   Oxford Technology 3 VCT plc ("the Company" or "OT3") 
 
   Annual Report and Accounts for the year ended 28 February 2017 
 
   The Directors are pleased to announce the audited results of the Company 
for the year ended 28 February 2017 and a copy of the Annual Report and 
Accounts ("Accounts") will be made available to Shareholders shortly. 
Set out below are extracts of the audited Accounts. References to page 
numbers below are to those Accounts. 
 
   The AGM will be held at The Magdalen Centre, Oxford Science Park, Oxford 
OX4 4GA on Wednesday 5 July 2017, at 11am. 
 
   A copy of the Annual Report and Accounts will be available from the 
registered office of the Company at The Magdalen Centre, Oxford Science 
Park, Oxford OX4 4GA, as well as on the Company's website: 
www.oxfordtechnology.com 
 
   Financial Headlines 
 
 
 
 
                                                 Year Ended         Year Ended 
                                           28 February 2017   29 February 2016 
 
  Net Assets at Year End                           GBP5.60m           GBP6.89m 
 
  Net Asset Value per Share                           82.5p             101.6p 
Dividend per Share paid in Year                       15.0p               7.0p 
 Cumulative Dividend per Share                        32.0p              17.0p 
NAV + Cumulative Dividend paid per                   114.5p             118.6p 
Share from Incorporation 
 
  Proposed Final Dividend per Share                    4.0p                  - 
 
  Share Price at Year End                             52.5p              62.5p 
Earnings per Share                                   (4.1)p              13.0p 
 (Basic & Diluted) 
 
 
   Chairman's Statement 
 
   I am pleased to present my annual report for the year to 28 February 
2017 to fellow shareholders. 
 
   Overview 
 
   Last year, it was pleasing to report that there had been some positive 
progress within our portfolio with the sale of Telegesis for GBP3.3m, 
which enabled the payment of a 7.0p per share dividend and followed this 
year by a 15.0p per share interim dividend on 13 May 2016.  Following 
the sale of Allinea the Board is now recommending a final capital 
dividend of 4.0p per ordinary share. Subject to shareholder approval, 
the dividend will be paid on 21 July 2017 to ordinary shareholders on 
the register on 30 June 2017. 
 
   This year, we have invested over GBP1m in 6 follow-on fundings to 
support our portfolio: Ixaris (GBP425k), Arecor (GBP200k), Plasma 
Antennas (GBP200k), Orthogem (GBP100k), Immbio (GBP50k) and Scancell 
(GBP34k). Glide Pharmaceutical Technologies ("Glide") also raised money 
during the year but on such unattractive terms that OT3 chose not to 
participate. Whilst your company only holds two AIM stocks both Scancell 
and Abzena showed significant falls in share price during the year. 
 
   Portfolio Review 
 
   The net asset value per share on 28 February 2017 was 82.5p after 
payment of a 15p interim dividend compared to 101.6p on 29 February 
2016. The earnings per share in the year to 28 February 2017 were a loss 
of 4.1p. Thus at 28 February 2017, the Total Return is 114.5p. The 4% 
decrease in net asset value after the dividend has been primarily driven 
by a reduction in the value of Glide. 
 
   The Company still contains 14 holdings at different stages of 
development.  The Directors continue to monitor all investee companies, 
looking for the optimum time to realise your Company's investment in 
them. 
 
   OT3 continues to invest in support of its portfolio as companies 
develop.  It has not been affected by the recent changes in VCT 
legislation, given the types of investments OT3 makes, and the fact that 
all are existing investees who have previously received financing from 
OT3. 
 
   GBP425k was invested in Ixaris when an opportunity arose to convert our 
warrants on attractive terms. Ixaris continues to make good progress. As 
a result of our warrant conversions and improved Ixaris sales the 
valuation has increased and now represents 47% of the OT3 NAV. 
 
   GBP200k was invested in Arecor to support its transition from a 
research-led company to a product-led company including an initiative 
with the US Juvenile Diabetes Research Foundation for the delivery of 
ultra-concentrated rapid acting insulin. In February 2017, Arecor was 
awarded a GBP1m grant from Innovate UK towards clinical trials. 
 
   GBP200k was invested in Plasma Antennas. The company continues to be in 
discussion with several large players particularly around 4G and 5G 
telecommunications. 
 
   GBP100k was invested in Orthogem to enable it to register its new 
product TriPore Putty.  The synthetic bone market has moved 
significantly towards putties, and the commercial launch of their new 
product in 2017 is expected to have a significant impact on sales. 
 
   GBP50k was invested into ImmBio to support the completion of their 
First-in-Human study of their novel vaccine, PnuBioVax(TM), against the 
bacterial pathogen Streptococcus pneumoniae.  PnuBioVax was found to be 
safe and well tolerated, and capable of producing antibody responses 
against key S. pneumoniae antigens broadly conserved across strains. 
The company is now in detailed discussions with larger organisations 
regarding commercialisation. 
 
   GBP34k was invested in Scancell in last year's Placing and Open Offer. 
Although we invested to the maximum level permitted by VCT rules, our 
equity stake was diluted a little as a result.  The Scancell share price 
has declined since the placing. However the company is making good 
progress with the development of novel immunotherapies for the treatment 
of cancer. Scancell now has a much improved balance sheet, enabling it 
to continue to push ahead with its commercial activities: Scancell is 
now active in the USA, has hired additional commercial staff and has 
announced several new initiatives relating to its ImmunoBody platform, 
inter alia a planned multicentre clinical trial that aims to demonstrate 
an increase in response rates when SCIB1 is added to checkpoint 
inhibitor monotherapy and a partnership with the Addario Lung Cancer 
Medical Institute to advance SCIB2 to treat non-small cell lung cancer. 
Scancell is also developing its Moditope platform with first-in-man 
clinical studies for breast cancer, ovarian cancer and osteosarcoma 
anticipated to commence in 2018. 
 
   Glide was anticipating an AIM flotation, but needed to raise pre-IPO 
funding. Despite considerable interest, the eventual offer that the 
company accepted was at an extremely high discount to previous rounds 
and has a significant preference ahead of ordinary shareholders. 
Combined with existing preferences from earlier funding rounds, this has 
resulted in a significant write down in valuation. This is highly 
disappointing for OT3 as the initial investor in the company. OT3 chose 
not to invest as the advantageous terms were not available to OT3. 
 
   Further details on these investments are contained within the Investment 
Portfolio Review. Allinea was sold in December 2016 for an initial 
payment of GBP286k for an 18x increase over investment cost with some 
further small conditional payments due in 2017.  The full list of the 
Company's investments is shown on Page 13, with details of all investees 
on our website. 
 
   We continue to seek opportune moments to maximise value from our 
portfolio, but we do not currently foresee any further major liquidity 
events soon. 
 
   Dividends/Return of Capital 
 
   The ongoing strategy is to seek to crystallise value from the portfolio 
and distribute cash to shareholders via dividend payments when the 
opportunity arises. Following the sale of Allinea the Directors are 
recommending a final dividend of 4.0p per ordinary share for the year 
ended 28 February 2017. Subject to shareholder approval, the dividend 
will be paid on 21 July to ordinary shareholders on the register on 30 
June 2017. 
 
   Continued Improvements to Cost Effectiveness and VCT Market Changes. 
 
   Following the reduction of fees implemented at the start of the previous 
financial year, your Board continues to look at methods of reducing 
running costs as well as improving liquidity for shareholders who wish 
to realise their holdings. 
 
   Shareholders may be aware of some significant changes to the VCT market 
in recent years.  Changes to pension tax reliefs are driving investors 
to look for alternatives - coupled with a reduced supply of tax 
efficient investment opportunities, this has resulted in exceptional 
demand from investors wishing to subscribe for VCTs.  Changes to VCT 
legislation have been made to target more VCT money towards the types of 
earlier stage companies that OT3 has invested in. This may present an 
opportunity for your VCT. 
 
   Several options are being explored, and your Board is hoping to bring 
forward proposals later in the year which may increase options for 
shareholders. 
 
   In the interim the Board would like to have the flexibility to buy back 
shares and is therefore proposing a buyback resolution at the AGM. This 
will be proposed as an Ordinary Resolution in accordance with the 
Companies Act 2006 (Amendment of Part 18) Regulations 2013. 
 
   Audit Tender 
 
   New legislation has been introduced in the UK on audit firm rotation, 
resulting from the new European Audit Regulation Directive, making it 
mandatory for listed companies to undergo a tender process for the audit 
of their company at least every ten years. An audit firm can, however, 
be appointed for up to twenty years provided a public tender process has 
been carried out after ten years. The Company has therefore recently 
conducted an audit tender process. The Board, on the recommendation of 
the Audit Committee, has decided to recommend the re-appointment of 
James Cowper Kreston as the Company's external auditor. For further 
information on the audit tender, please see the Audit Committee section 
of the Corporate Governance Statement on pages 31 and 32 of this Annual 
Report. 
 
   AGM 
 
   Shareholders should note that the AGM for the Company will be held on 
Wednesday 5 July 2017 at the Magdalen Centre, Oxford Science Park, 
starting at 11am and will include presentations by Oxford Technology 
Management and some of the companies that the Oxford Technology VCTs 
have invested in. 
 
   A formal Notice of the AGM has been enclosed with these Financial 
Statements together with a Form of Proxy for those not attending. We 
appreciate the input of our shareholders and look forward to welcoming 
as many of you as possible on the day. 
 
   Outlook 
 
   The year under review was dominated by two major political events, the 
UK's vote to leave the European Union and the election of Donald Trump 
to the office of US President. In the case of the EU referendum, the 
leave result triggered a significant fall in the value of sterling, and 
it has so far remained weak. This in turn led to the increase in 
valuation of UK larger companies, which have a bias towards overseas 
earnings. 
 
   The more immediate impact on our own UK smaller investees has been to 
improve those with overseas revenues in sterling terms while increasing 
the costs for those with foreign activities or imports. These impacts 
are not yet material. The longer term UK/EU trading issues will take 
time to emerge but clearly one impact is that our investee company 
sterling valuations now look more attractive to overseas buyers. 
 
   Post referendum the new Theresa May government has retained the VCT 
model although we anticipate it will continue to be kept under review to 
ensure that it delivers value to the taxpayer. The Oxford Technology 
VCTs have operated and continue to operate very much in the spirit of 
the VCT legislation by investing in and subsequently supporting early 
stage technology companies. Unfortunately the current VCT rules 
sometimes limit the amount of follow on investment that we are able to 
make. 
 
   Whilst this year has contained some disappointing news, the Board's 
outlook has not changed from a year ago. The portfolio is now dominated 
by our Ixaris and Scancell holdings but the remainder is quite 
diversified. Your Board monitors each investee, with clear views as to 
the value milestones which will allow investments to be realised.   We 
continue to work to maximise value for shareholders and will, as per our 
stated strategy, seek to crystallise this value and return value to 
shareholders when liquidity allows. 
 
   Robin Goodfellow 
 
   Chairman 
 
   10 May 2017 
 
   Investment Portfolio Review 
 
   OT3 was formed in 2002 and invested in a total of 38 companies, all 
start-up or early stage technology companies.  Some of these companies 
failed with the loss of the investment.  Some have succeeded and have 
been sold.  Dividends paid to shareholders to date are 32p per share. 
The table on page 13 shows the companies remaining in the portfolio.  A 
more detailed analysis is given of the most significant investments on 
the following pages. 
 
   During the year Allinea, provider of software for parallel computing 
companies was sold to ARM Holdings, the world's leading semiconductor IP 
Company, for a total cash consideration of up to GBP18.1million. The 
software Allinea sells is used in high performance computing software 
development, debugging and performance optimisation in roughly 70% of 
the world's largest supercomputers. It was a good fit with ARM's 
increased activities in multi-core computing. OT3 VCT had invested 
GBP15k and has received GBP286k to date. 
 
   The portfolio contains several other investees which are showing promise 
and which have the potential to deliver significant returns. 
 
   OT3 first invested GBP110,000 in Ixaris Systems Ltd in 2002 when the 
company consisted of just three founders with an idea for a 
transaction-based financial solution that would give anyone the ability 
to pay online. Ixaris sales increased from just under GBP11m in the year 
to December 2015 to slightly over GBP13m in the year to December 2016. 
Currently, Ixaris is undertaking a reorganisation in which Entropay, 
IxTec and IxSol will become subsidiaries of the Ixaris Group. 
 
   Scancell, in which OT3 first invested in 2003 when the company was based 
in a University Lab, is now AIM listed.  Scancell is developing novel 
immunotherapies for cancer, based on two platform technologies known as 
Immunobody and Moditope.  Results from Scancell's first clinical trial 
for the treatment of melanoma have been excellent.  At the start of the 
trial, the patients had life expectancies measured in months.   Five 
years later 15 of the 16 patients are still alive.   Unfortunately 
Scancell has not yet found a pharma partner to take this forward. 
However, the company is now planning a new study in the US which, if 
successful, is expected to create a great deal more interest. The study 
which will evaluate SCIB1 in combination with pembrolizumab, a 
checkpoint inhibitor drug, will be run by leading melanoma specialist Dr 
Keith Flaherty and several other top investigators. Scancell is now 
starting work on a second Immunobody product (SCIB2) for the treatment 
of lung cancer in collaboration with the Addario Lung Cancer Medical 
Institute.    The first patients are expected to enter the trial in 2018 
and the trial should complete in c 18 months. Scancell raised GBP6.2m 
during the year. 
 
   Arecor is making encouraging progress.  In particular it is developing 
its own products for the better treatment of diabetes.  In February 
2017, Arecor won a grant of just over GBP1m to help with this progamme. 
Arecor has signed a GBP45m license deal regarding insulin glargine with 
India's largest privately held pharmaceutical company, Cadila.  Details 
of the deal have not been disclosed. 
 
   Plasma Antennas has developed a range of next generation smart 
selectable antenna technologies and has a prototype of a true plasma 
antenna, which it is hoped may be at the centre of tomorrow's 
communications systems.  Plasma Antennas is currently in discussions 
with three large electronics companies.  It is hoped that a partnership 
deal can be concluded with one or more of them or with another. 
 
   GBP50,000 was invested in March 2016 into ImmBio to help support the 
commercialisation of the Pneumonia vaccine which had a successful phase 
1 clinical trial in spring 2016.  Discussions with potential licensees 
are progressing satisfactorily, but of course nothing will be certain 
until deals are actually signed. 
 
   Despite having a successful clinical trial in summer 2016, in December 
Glide raised capital on terms which were very unfavourable to the early 
shareholders, resulting in a significant reduction in the valuation of 
OT3's shareholding. 
 
   New Investments 
 
   There were six follow on investments during the year of GBP100,000 into 
Orthogem, GBP200,000 into Arecor, GBP425,000 into Ixaris, GBP200,000 
into Plasma, GBP50,000 into ImmBio, and GBP34,000 into Scancell. All new 
investments have complied with both EU State Aid rules and HMRC VCT 
rules. 
 
   Disposals during the year 
 
   Allinea was sold during the year and OT3 received GBP286k from its 
original investment of GBP15k.  Concurrent Thinking, previously written 
down to zero, went into liquidation. 
 
   Valuation Methodology 
 
   Quoted and unquoted investments are valued in accordance with current 
industry guidelines that are compliant with International Private Equity 
and Venture Capital Valuation Guidelines and current financial reporting 
standards. 
 
   VCT Compliance 
 
   Compliance with the main VCT regulations as at 28 February 2017 and for 
the year then ended is summarised as follows: 
 
 
 
 
Type of Investment 
 By HMRC Valuation Rules     Actual          Target 
                                     Minimum obligation of: 
VCT Qualifying Investments    80%              70% 
                                        Maximum allowed: 
Non-Qualifying Investments    20%              30% 
Total                          100%                    100% 
 
 
   At least 10% of each investment in a qualifying company is held in 
'eligible shares' - Complied. 
 
   No more than 15% of the income from shares and securities is retained - 
Complied. 
 
   No investment constitutes more than 15% of the Company's portfolio (by 
value at time of investment) - Complied. 
 
   No investment made by the VCT has caused the company to receive more 
than GBP5m of State Aid investment in the year - Complied. 
 
   Table of Investments held by Company at 28 February 2017 
 
 
 
 
                                                                       Change 
                                                                         in 
                                                  Net cost   Carrying   value             % equity 
                                    Date of          of      value at  for the  % equity  held by 
                                    initial      investment  28/02/17   year      held      all      %Net 
Company            Description      investment    GBP'000    GBP'000   GBP'000    OT3      OTVCTs   Assets 
                   Internet 
Ixaris              payments        Aug 2002            643     2,650      977       7.6       7.6    47.3 
Scancell Quoted 
 on AIM (Bid       Cancer 
 Price 14.0p )      therapeutics    Dec 2003            359       648    (127)       1.8       4.4    11.6 
                   Protein 
Arecor              stabilisation   Jul 2007            224       256      209       2.6      11.4     4.6 
                   Directional 
Plasma Antennas     antennas        Sep 2004            308       251      174      12.4      45.3     4.5 
ImmBio             Novel vaccines   May 2003            400       237       50       4.4      13.9     4.2 
                   Bone graft 
Orthogem            material        Dec 2004            234       142      100      10.9      29.5     2.5 
                   Photocopier 
Select Technology   Interfaces      Nov 2004             47       129     (15)       2.8      58.6     2.3 
Abzena Quoted on 
 AIM (Bid Price    Protein & 
 36.5p )            peptide drugs   Nov 2002             69        73     (25)       0.1       0.2     1.3 
Insense            Wound healing    May 2003            333        60       16       2.3       6.8     1.1 
Glide              Needle free 
 Technologies       injector        Nov 2003            225        48    (766)       3.2       8.8     0.9 
                   Data 
                    transformation 
Inaplex             software        Mar 2003             58        22        -      13.3      34.8     0.4 
                   Low power 
Invro               electronics     Apr 2004             40        20        -      33.1      33.1     0.4 
                   Production of 
Metal Nanopowders   metal powders   Nov 2002            153        13        -      20.0      36.7     0.2 
                   Production of 
Superhard           hard 
 Materials          materials       Feb 2012             11         3      (3)      21.8      40.0     0.1 
Microarray         Insense spinout  Dec 2013              2         -        -       0.2       0.2       - 
Concurrent         Cluster 
 Thinking           computing       Nov 2009             97         -        -       2.0       2.0       - 
Total                                                 3,203     4,552      590 
Other Net Assets                                                1,043                                 18.6 
NET ASSETS                                                      5,595                                  100 
 
   Number of shares in issue:  6,785,233 
 
   Net Asset Value per share at 28 February 2017: 82.5p 
 
   Dividends per share paid to date: 32.0p 
 
   The table shows the current portfolio holdings.  The investments in 
Ciphergrid, Concurrent Thinking, Coraltech, Datasoft Medical, Freehand 
Surgical, IFM, Im-Pak, Inscentinel, Novarc, OST, Promic, ReviveR, and 
Streamline Computing have been written off.   The investments in Avidex, 
Archimed, BioAnaLab, Commerce Decisions, Dataflow, MET, Telegesis, 
Equitalk and Allinea have been sold.  Some shares in Abzena have been 
sold. 
 
   Directors' Report 
 
   The Directors present their report together with financial statements 
for the year ended 28 February 2017. 
 
   The Directors consider that 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. 
 
   This report has been prepared by the Directors in accordance with the 
requirements of s415 of the Companies Act 2006.  The Company's 
independent auditor is required by law to report on whether the 
information given in the Directors' Report is consistent with the 
financial statements. 
 
   Principal Activity 
 
   The Company commenced business in March 2002.  The Company invests in 
start-up and early stage technology companies in general located within 
60 miles of Oxford.  The Company has maintained its approved status as a 
Venture Capital Trust by HMRC. 
 
   Directors 
 
   The Directors of the Company are required to notify their interests 
under Disclosure and Transparency Rule 3.12R.  The present and previous 
membership of the Board and their beneficial interests in the ordinary 
shares of the company at 28 February 2017 and at 29 February 2016 are 
set out below: 
 
 
 
 
Name 2017 2016 
R Goodfellow 35,000 35,000 
D Livesley Nil Nil 
R Roth 38,149 38,149 
A Starling Nil Nil 
 
 
   Under the Company's Articles of Association one third of the Directors 
are required to retire by rotation each year.  Robin Goodfellow and Alex 
Starling will be nominated for re-appointment at the forthcoming AGM. 
The Board believes that both non-executive Directors continue to provide 
a valuable contribution to the Company and remain committed to their 
roles.  The Board recommends that Shareholders support the resolutions 
to re-elect Robin Goodfellow and Alex Starling at the forthcoming AGM. 
 
   The Board is cognisant of shareholders' preference for Directors not to 
sit on the boards of too many larger companies ("overboarding"). 
Shareholders will be aware that in July 2015, the Company, along with 
the other VCTs that were managed by Oxford Technology Management, 
appointed directors such that the four VCTs each had a Common Board.  In 
addition, Richard Roth has subsequently also become a Director of Hygea 
VCT plc, a VCT investing in the Med Tech sector which is also 
self-managed and has a number of investments in common with the Oxford 
Technology VCTs.  Whilst great care is taken to safeguard the interests 
of the shareholders of each separate company, there is an element of 
overlap in the workload of each Director across the four OT funds due to 
the way the VCTs are managed.  The Directors note that the workload 
related to the four OT funds is less than it would be for four totally 
separate and larger funds, and are satisfied that Richard Roth has the 
time to focus on the requirements of each OT fund. 
 
   Investment Management Fees 
 
   OT3 Managers Ltd, the Company's wholly owned subsidiary, has an 
agreement to provide investment management services to the Company for a 
fee of 1% of net assets per annum.  David Livesley and Robin Goodfellow, 
together with Lucius Cary are Directors in OT3 Managers Ltd. 
 
   Directors' and Officers' Insurance 
 
   The Company has maintained insurance cover, on behalf of the Directors, 
indemnifying them against certain liabilities which may be incurred by 
them in relation to their duties as Directors of the Company. 
 
   Ongoing Review 
 
   The Board has reviewed and continues to review all aspects of internal 
governance to mitigate the risk of breaches of VCT rules or company law. 
 
 
   Whistleblowing 
 
   The Board has been informed that the Investment Manager has arrangements 
in place in accordance with the UK Corporate Governance Code's 
recommendations by which staff of Oxford Technology Management or the 
Secretary of the Company may, in confidence, raise concerns within their 
respective organisations about possible improprieties in matters of 
financial reporting or other matters. 
 
   Bribery Act 2010 
 
   The Company is committed to carrying out business fairly, honestly and 
openly.  The Investment Manager has established policies and procedures 
to prevent bribery within its organisation.  The Company has adopted a 
zero tolerance approach to bribery and will not tolerate bribery under 
any circumstance in any transaction the Company is involved in. The 
Company has instructed the Investment Manager to adopt the same approach 
with investee companies. 
 
   Relations with Shareholders 
 
   The Company values the views of its shareholders and recognises their 
interest in the Company.   The Company's website provides information on 
all of the Company's investments, as well as other information of 
relevance to shareholders (www.oxfordtechnology.com/vct3). 
 
   Shareholders have the opportunity to meet the Board at the Annual 
General Meeting.  In addition to the formal business of the AGM the 
Board is available to answer any questions a shareholder may have. 
 
   The Board is also happy to respond to any written queries made by 
shareholders during the course of the year and can be contacted at the 
Company's registered office:  The Magdalen Centre, Oxford Science Park, 
Oxford OX4 4GA. 
 
   Going Concern 
 
   After making enquiries, the Directors have a reasonable expectation that 
the Company has adequate resources to continue in operational existence 
for the foreseeable future. For this reason they have adopted the going 
concern basis in preparing the financial statements. 
 
   Substantial Shareholders 
 
   At 28 February 2017, the Company has been notified by Neville Registrars 
of three investors whose interest exceeds three percent of the Company's 
issued share capital (Harewood Nominees Ltd, 8.7% (representing the 
beneficial interest of Oxfordshire County Council Pension Fund); 
Hargreaves Lansdown Nominees Ltd, 4.5%; and Richard Vessey, 3.5%. 
 
   Auditors 
 
   James Cowper Kreston offer themselves for re-appointment in accordance 
with Section 489 of the Companies Act 2006. 
 
   On behalf of the Board 
 
   Robin Goodfellow 
 
   Chairman 
 
   10 May 2017 
 
   Directors' Remuneration Report 
 
   Introduction 
 
   This report has been prepared by the Directors in accordance with the 
requirements of the Companies Act 2006. The Company's independent 
auditor, James Cowper Kreston, is required to give its opinion on 
certain information included in this report. This report includes a 
statement regarding the Directors' Remuneration Policy. Resolutions to 
approve the Directors' Remuneration Report will be proposed at the 
Annual General Meeting on 5 July 2017. 
 
   The Directors' Remuneration Policy was approved by shareholders at the 
AGM on 26 August 2015. The Directors' Remuneration Report for the year 
ended 29 February 2016 was approved by shareholders at the AGM on 8 July 
2016 on a unanimous show of hands and 84% of proxies voted in favour. 
 
   This report sets out the Company's forward-looking Directors' 
Remuneration Policy and the Annual Remuneration Report which describes 
how this policy has been applied during the year. 
 
   Directors' Terms of Appointment 
 
   The Board consists entirely of non-executive Directors who meet at least 
four times a year and on other occasions as necessary to deal with 
important aspects of the Company's affairs. Directors are appointed with 
the expectation that they will serve for at least three years and are 
expected to devote the time necessary to perform their duties.  All 
Directors retire at the first general meeting after election and 
thereafter every third year, with at least one Director standing for 
election or re-election each year.  Re-election will be recommended by 
the Board but is dependent upon shareholder vote. Directors who have 
been in office for more than nine years will stand for annual 
re-election in line with the AIC Code. There are no service contracts in 
place, but Directors have a letter of appointment. 
 
   Directors' Remuneration Policy 
 
   The Board acts as the Remuneration Committee and meets annually to 
review Directors' pay to ensure it remains appropriate given the need to 
attract and retain candidates of sufficient calibre and ensure they are 
able to devote the time necessary to lead the Company in achieving its 
strategy.  The Board has not engaged any third party consultancy 
services, but did consult with the previous Chairman, Richard Vessey and 
Michael O'Regan the previous Chairman of Oxford Technology 2 VCT when 
the current levels were determined in 2015. 
 
 
 
   The Articles of Association of the company state that the aggregate of 
the remuneration (by way of fee) of all the Directors shall not exceed 
GBP50,000 per annum unless otherwise approved by Ordinary Resolution of 
the Company. Based on the Company sharing a Common Board with the other 
Oxford Technology VCT funds the following Directors' fees are payable by 
the Company; 
 
 
 
 
 per annum 
Director Base Fee GBP3,500 
Chairman's Supplement GBP2,000 
Audit Committee Chairman GBP3,000 
Audit Committee Member GBP1,500 
 
 
   Robin Goodfellow chairs the Company. Richard Roth chairs the Audit 
Committee, with Robin Goodfellow as a member of the Committee.  As the 
VCT is self-managed, the Audit Committee carries out a particularly 
important role for the VCT and has played a greater part in the 
production of the annual accounts compared to earlier years. 
 
   Fees are currently paid annually. The fees are not specifically related 
to the Directors' performance, either individually or collectively.  No 
expenses are paid to the Directors.  There are no share option schemes 
or pension schemes in place but Directors are entitled to a share of the 
carried interest as detailed below. 
 
   David Livesley and Robin Goodfellow receive no remuneration in respect 
of their directorships of OT3 Managers Ltd, the Company's Investment 
Manager. 
 
   The performance fee is detailed in note 3. Current Directors are 
entitled to benefit from any payment made, subject to a formula driven 
by relative lengths of service.  The performance fee becomes payable if 
a certain cash return threshold to shareholders is exceeded - the excess 
is then subject to a 20% carry that is distributed to Oxford Technology 
Management, past Directors and current Directors; the remaining 80% is 
returned to shareholders.  At 28 February 2017 no performance fee was 
due (2016: GBP23,069 in total was accrued for). 
 
   Should any performance fee be payable at the end of the year to 28 
February 2018, Alex Starling, Robin Goodfellow, and Richard Roth would 
each receive 0.19% of any amount over the threshold and David Livesley 
0.65%.  No performance fee will be payable for the year ending 28 
February 2018 unless original shareholders have received back at least 
128.0p in cash for each 100p (gross) invested. 
 
   Relative Spend on Directors' Fees 
 
   The Company has no employees, so no consultation with employees or 
comparison measurements with employee remuneration are appropriate. 
 
   Loss of Office 
 
   In the event of anyone ceasing to be a Director, for any reason, no loss 
of office payments will be made.  There are no contractual arrangements 
entitling any Director to any such payment. 
 
   Annual Remuneration Report 
 
 
 
 
Directors' Fees   Year End 28/02/18  Year End 28/02/17  Year End 29/02/16 
                     (unaudited)         (audited)          (audited) 
Alex Starling         GBP3,500           GBP3,500           GBP2,333 
Richard Roth          GBP6,500           GBP6,500           GBP4,333 
Richard Vessey            -                  -              GBP3,750 
Robin Goodfellow      GBP7,000           GBP7,000           GBP7,167 
David Livesley        GBP3,500           GBP3,500           GBP2,333 
Total                 GBP20,500          GBP20,500          GBP19,916 
 
 
   Prior to his appointment as a director of OT3, Richard Roth received an 
additional one off payment of GBP2,000 in the year to 29 February 2016 
as compensation for executive work undertaken in relation to the setting 
up of the Common Board structure. 
 
   Income Statement 
 
 
 
 
 
 
                                                                       Year Ended                             Year Ended 
                                                                    28 February 2017                    29 February 2016 
                                                       Note   Revenue   Capital    Total    Revenue   Capital    Total 
                                                        Ref.   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000 
 
Gain on disposal of fixed asset investments                       -        154       154        -       1,333     1,333 
Unrealised (loss) on valuation of fixed asset 
investments                                                               (417)     (417)               (414)     (414) 
Investment income                                          2        84         -        84        19         -        19 
Performance fee accrual                                              -        23        23         -        72        72 
Investment management fees                                 3      (17)      (52)      (69)      (16)      (49)      (65) 
Other expenses                                             4      (55)         -      (55)      (62)         -      (62) 
 
Return on ordinary activities before tax                            12     (292)     (280)      (59)       942       883 
Taxation on return on ordinary activities                  5         -         -         -         -         -         - 
Return on ordinary activities after tax                             12     (292)     (280)      (59)       942       883 
Return on ordinary activities after tax attributable 
 to 
 equity shareholders                                                12     (292)     (280)      (59)       942       883 
Earnings per share - basic and diluted                     6      0.2p    (4.3)p    (4.1)p    (0.9)p     13.9p     13.0p 
 
 
   There was no other Comprehensive Income recognised during the year. 
 
   The 'Total' column of the Income Statement is the Profit and Loss 
Account of the Company, the supplementary Revenue 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 accompanying notes are an integral part of the financial statements. 
 
   Statement of Changes in Equity 
 
 
 
 
                                                                         Unrealised  Profit 
                                                        Share    Share    Capital    & Loss 
                                                       Capital  Premium   Reserve    Reserve   Total 
                                                       GBP'000  GBP'000   GBP'000    GBP'000  GBP'000 
 
  As at 1 March 2015                                       679      718       4,315      773    6,485 
 
  Revenue return on ordinary activities after tax            -        -           -     (59)     (59) 
Expenses charged to capital                                  -        -           -     (49)     (49) 
 
  Performance fee release credited to capital                -        -           -       72       72 
 
  Current period gains on disposal                           -        -           -    1,333    1,333 
 
  Current period losses on fair value of investments         -        -       (414)        -    (414) 
Dividends paid                                               -        -           -    (475)    (475) 
 
  Prior years' unrealised losses now realised                -        -     (1,913)    1,913        - 
Movement in reserves (Note 11)                               -        -        (75)       75        - 
 
  Balance as at 29 February 2016                           679      718       1,913    3,583    6,893 
 
  Revenue return on ordinary activities after tax            -        -           -       12       12 
Expenses charged to capital                                  -        -           -     (52)     (52) 
 
  Performance fee release credited to capital                                             23       23 
 
  Current period gains on disposal                           -        -           -      154      154 
Current period losses on fair value of investments           -        -       (417)        -    (417) 
Dividends paid                                               -        -           -  (1,018)  (1,018) 
 
  Prior years' unrealised gains now realised                 -        -       (147)      147        - 
 
  Balance as at 28 February 2017                           679      718       1,349    2,849    5,595 
 
 
   The accompanying notes are an integral part of the financial statements. 
 
   Balance Sheet 
 
 
 
 
                                             Year Ended                Year Ended 
                                           28 February 2017      29 February 2016 
                                  Note 
                                  Ref.   GBP'000    GBP'000   GBP'000     GBP'000 
Fixed Asset Investments At Fair 
 Value                                7                4,552                4,123 
Current Assets 
Debtors                               8       103                    2 
Cash At Bank                                  995                2,894 
Creditors: Amounts Falling Due 
 Within 1 Year                        9      (55)                 (55) 
Net Current Assets                                     1,043                2,841 
Creditors: Amounts Falling Due 
 After 1 Year                         9                    -                 (47) 
Provisions - Performance Fee          9                    -                 (23) 
Net Assets                                             5,595                6,893 
Called Up Equity Share Capital       10                  679                  679 
Share Premium                                            718                  718 
Unrealised Capital Reserve           11                1,349                1,913 
Profit and Loss Account Reserve      11                2,849                3,583 
Total Equity Shareholders' 
 Funds                               11                5,595                6,893 
Net Asset Value Per Share                              82.5p               101.6p 
 
 
   The accompanying notes are an integral part of the financial statements. 
 
   The statements were approved by the Directors and authorised for issue 
on 10 May 2017 and are signed on their behalf by: 
 
   Robin Goodfellow 
 
   Chairman 
 
   10 May 2017 
 
   Statement of Cash Flows 
 
 
 
 
                                             Year Ended         Year Ended 
                                           28 February 2017   29 February 2016 
                                               GBP'000            GBP'000 
Cash flows from operating activities 
Return on ordinary activities before tax              (280)                883 
Adjustments for: 
Gain on disposal of investments                       (154)            (1,333) 
Loss on valuation of investments                        417                414 
(Increase) in debtors                                 (101)                (1) 
(Decrease) in creditors                                (70)              (119) 
Movement in investment debtors and 
 creditors                                               30                  - 
Outflow from operating activities                     (158)              (156) 
Cash flows from investing activities 
Purchase of investments                             (1,009)              (120) 
Disposal of investments                                 286              3,442 
Dividends paid                                      (1,018)              (475) 
(Decrease)/increase in cash at bank                 (1,899)              2,691 
Opening cash and cash equivalents                     2,894                203 
Cash and cash equivalents at year end                   995              2,894 
 
 
   The accompanying notes are an integral part of the financial statements. 
 
   Notes to the Financial Statements 
 
   The financial statements have been prepared under Financial Reporting 
Standard 102 - 'The Financial Reporting Standard applicable in the 
United Kingdom and Republic of Ireland' ('FRS 102').  The accounting 
policies have not materially changed from last year. 
 
   1. Principal Accounting Policies 
 
   Basis of Preparation 
 
   The financial statements have been prepared under the historical cost 
convention, except for the measurement at fair value of certain 
financial instruments, and in accordance with UK Generally Accepted 
Accounting Practice ("GAAP"), including FRS 102 and with the Companies 
Act 2006 and the Statement of Recommended Practice (SORP) 'Financial 
Statements of Investment Trust Companies and Venture Capital Trusts 
(revised 2014)' issued by the AIC. 
 
   The principal accounting policies have remained materially unchanged 
from those set out in the Company's 2016 Annual Report and financial 
statements. A summary of the principal accounting policies is set out 
below. 
 
   FRS 102 sections 11 and 12 have been adopted with regard to the 
Company's financial instruments. The Company held all fixed asset 
investments at fair value through profit or loss. Accordingly, all 
interest income, fee income, expenses and gains and losses on 
investments are attributable to assets held at fair value through profit 
or loss. 
 
   The most important policies affecting the Company's financial position 
are those related to investment valuation and require the application of 
subjective and complex judgements, often as a result of the need to make 
estimates about the effects of matters that are inherently uncertain and 
may change in subsequent periods. These are discussed in more detail 
below. 
 
   Going Concern 
 
   After reviewing the Company's forecasts and expectations, the Directors 
have a reasonable expectation that the Company has adequate resources to 
continue in operational existence for the foreseeable future. The 
Company therefore continues to adopt the going concern basis in 
preparing its financial statements. 
 
   Key Judgements and Estimates 
 
   The preparation of the financial statements requires the Board to make 
judgements and estimates regarding the application of policies and 
affecting the reported amounts of assets, liabilities, income and 
expenses. Estimates and assumptions mainly relate to the fair valuation 
of the fixed asset investments particularly unquoted investments. 
Estimates are based on historical experience and other assumptions that 
are considered reasonable under the circumstances. The estimates and the 
assumptions are under continuous review with particular attention paid 
to the carrying value of the investments. 
 
   Investments are regularly reviewed to ensure that the fair values are 
appropriately stated. Unquoted investments are valued in accordance with 
current International Private Equity and Venture Capital Valuation 
(IPEV) guidelines, which can be found on their website at 
www.privateequityvaluation.com, although this does rely on subjective 
estimates such as appropriate sector earnings multiples, forecast 
results of investee companies, asset values of investee companies and 
liquidity or marketability of the investments held. 
 
   Although the Directors believe that the assumptions concerning the 
business environment and estimate of future cash flows are appropriate, 
changes in estimates and assumptions could result in changes in the 
stated values. This could lead to additional changes in fair value in 
the future. 
 
   Functional and Presentational Currency 
 
   The financial statements are presented in Sterling (GBP). The functional 
currency is also Sterling (GBP). 
 
   Cash and Cash Equivalents 
 
   Cash and cash equivalents includes cash in hand, deposits held at call 
with banks, other short-term highly liquid investments with original 
maturities of three months or less and also include bank overdrafts. 
 
   Fixed Asset Investments 
 
   The Company's principal financial assets are its investments and the 
policies in relation to those assets are set out below. 
 
   Purchases and sales of investments are recognised in the financial 
statements at the date of the transaction (trade date). 
 
   These investments will be managed and their performance evaluated on a 
fair value basis and information about them is provided internally on 
that basis to the Board.  Accordingly, as permitted by FRS 102, the 
investments are measured as being fair value through profit or loss on 
the basis that they qualify as a group of assets managed, and whose 
performance is evaluated, on a fair value basis in accordance with a 
documented investment strategy.  The Company's investments are measured 
at subsequent reporting dates at fair value. 
 
   In the case of investments quoted on a recognised stock exchange, fair 
value is established by reference to the closing bid price on the 
relevant date or the last traded price, depending upon convention of the 
exchange on which the investment is quoted. In the case of AIM quoted 
investments this is the closing bid price. 
 
   In the case of unquoted investments, fair value is established by using 
measures of value such as the price of recent transactions, earnings 
multiple, revenue multiple, discounted cash flows and net assets.  These 
are consistent with the IPEV guidelines. 
 
   Gains and losses arising from changes in fair value of investments are 
recognised as part of the capital return within the Income Statement and 
allocated to the unrealised capital reserve. 
 
   In the preparation of the valuations of assets the Directors are 
required to make judgements and estimates that are reasonable and 
incorporate their knowledge of the performance of the investee 
companies. 
 
   Fair Value Hierarchy 
 
   Paragraph 34.22 of FRS 102 regarding financial instruments that are 
measured in the balance sheet at fair value requires disclosure of fair 
value measurements dependent on whether the stock is quoted and the 
level of the accuracy in the ability to determine its fair value. The 
fair value measurement hierarchy is as follows: 
 
   For Quoted Investments: 
 
   Level a: quoted prices in active markets for an identical asset. The 
fair value of financial instruments traded in active markets is based on 
quoted market prices at the balance sheet date. A market is regarded as 
active if quoted prices are readily and regularly available, and those 
prices represent actual and regularly occurring market transactions on 
an arm's length basis. The quoted market price used for financial assets 
held is the bid price at the Balance Sheet date. 
 
   Level b: where quoted prices are not available (or where a stock is 
normally quoted on a recognised stock exchange that no quoted price is 
available), the price of a recent transaction for an identical asset, 
providing there has been no significant change in economic circumstances 
or a significant lapse in time since the transaction took place. The 
Company holds no such investments in the current or prior year. 
 
   For investments not quoted in an active market: 
 
   Level c: the fair value of financial instruments that are not traded in 
an active market is determined by using valuation techniques. These 
valuation techniques maximise the use of observable data (e.g. the price 
of recent transactions, earnings multiple, discounted cash flows and/or 
net assets) where it is available and rely as little as possible on 
entity specific estimates.  If all significant inputs required to fair 
value an instrument are observable, the instrument is included in level 
c (i). If one or more of the significant inputs is not based on 
observable market data, the instrument is included in level c (ii). 
 
   There have been no transfers between these classifications in the year 
(2016: none). The change in fair value for the current and previous year 
is recognised in the income statement. 
 
   Income 
 
   Investment income includes interest earned on bank balances and from 
unquoted loan note securities, and dividends.  Fixed returns on debt are 
recognised on a time apportionment basis so as to reflect the effective 
yield, provided it is probable that payment will be received in due 
course.  Dividend income from investments is recognised when the 
shareholders' rights to receive payment have been established, normally 
the ex dividend date. 
 
   Expenses 
 
   All expenses are accounted for on an accruals basis.  Expenses are 
charged wholly to revenue with the exception of the investment 
management fee which has been charged 75% to capital and 25% to revenue. 
Any applicable performance fee will be charged 100% to capital which was 
the case in 2016, but no performance fee is due this year. 
 
   Revenue and Capital 
 
   The revenue column of the Income Statement includes all income and 
revenue expenses of the Company.  The capital column includes gains and 
losses on disposal and holding gains and losses on investments.  Gains 
and losses arising from changes in fair value of investments are 
recognised as part of the capital return within the Income Statement and 
allocated to the appropriate capital reserve on the basis of whether 
they are realised or unrealised at the balance sheet date. 
 
   Taxation 
 
   Current tax is recognised for the amount of income tax payable in 
respect of the taxable profit for the current or past reporting periods 
using the current tax rate. The tax effect of different items of 
income/gain and expenditure/loss is allocated between capital and 
revenue return on the "marginal" basis as recommended in the SORP. 
 
   Deferred tax is recognised on an undiscounted basis in respect of all 
timing differences that have originated but not reversed at the balance 
sheet date, except as otherwise indicated. 
 
   Deferred tax assets are only recognised to the extent that it is 
probable that they will be recovered against the reversal of deferred 
tax liabilities or other future taxable profits. 
 
   Financial Instruments 
 
   The Company's principal financial assets are its investments and the 
policies in relation to those assets are set out above.  Financial 
liabilities and equity instruments are classified according to the 
substance of the contractual arrangements entered into. 
 
   An equity instrument is any contract that evidences a residual interest 
in the assets of the entity after deducting all of its financial 
liabilities. Where the contractual terms of share capital do not have 
any terms meeting the definition of a financial liability then this is 
classed as an equity instrument. 
 
   The Company does not have any externally imposed capital requirements. 
 
   Reserves 
 
   Called up Equity 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 the Share Premium Account. 
 
   Unrealised Capital Reserve arises when the Company revalues the 
investments still held during the period and any gains or losses arising 
are credited/charged to the Unrealised Capital Reserve.  When an 
investment is sold, any balance held on the Unrealised Capital Reserve 
is transferred to the Profit and Loss Reserve as a movement in reserves. 
 
   The Profit and Loss Reserve represents the aggregate of accumulated 
realised profits, less losses and dividends. 
 
   Dividends Payable 
 
   Dividends payable are recognised as distributions in the financial 
statements when the Company's liability to make payment has been 
established.  This liability is established for interim dividends when 
they are declared by the Board, and for final dividends when they are 
approved by the Shareholders. 
 
   2. Investment Income 
 
 
 
 
                            Year Ended         Year Ended 
                          28 February 2017   29 February 2016 
                              GBP'000            GBP'000 
Dividends received                      13                 19 
Loan interest received                  71                  - 
Total                                   84                 19 
 
 
   3.  Investment Management Fees 
 
   Expenses are charged wholly to revenue with the exception of the 
investment management fee which has been charged 75% to capital in line 
with industry practice. 
 
 
 
 
                               Year Ended         Year Ended 
                             28 February 2017   29 February 2016 
                                 GBP'000            GBP'000 
Investment management fee                  69                 65 
Total                                      69                 65 
 
 
   In the year to 28 February 2017 the manager received a fee of 1% of the 
net asset value as at the previous year end (2016: 1%). Oxford 
Technology Management is also entitled to certain monitoring fees from 
investee companies and the Board reviews the amounts. 
 
   Oxford Technology Management had previously agreed to defer 25% of the 
2% management fee to which it was contractually entitled (i.e. 0.5% of 
net assets) until such a time when the finances of the Company made this 
payment more affordable.  As part of the revised agreement with effect 
from 1 March 2015 the Board have agreed to pay the deferred balance over 
a 36 month period. 
 
   A performance fee is payable to the Investment Manager once original 
shareholders have received a specified threshold in cash for each 100p 
(gross) invested.  The original threshold of 100p has been increased by 
compounding that portion that remains to be paid to shareholders by 6% 
per annum with effect from 1 March 2013, resulting in the remaining 
required threshold rising to 90.5p at 28 February 2017, corresponding to 
a total shareholder return of 122.5p after taking into account the 32.0p 
already paid out (32.0p + 90.5p = 122.5p).  After this amount has been 
distributed to shareholders, each extra 100p distributed goes 80p to the 
shareholders and 20p to the beneficiaries of the performance incentive 
fee, of which Oxford Technology Management receives 15p. 
 
   A performance fee of GBPnil (2016: GBP23k) has been accrued to date. 
Any applicable performance fee accrual has been charged (or credited) 
100% to capital. 
 
   Expenses are capped at 3%, including the management fee but excluding 
Directors' fees and any performance fee. 
 
   4. Other Expenses 
 
   All expenses are accounted for on an accruals basis.  All expenses are 
charged through the income statement except as follows: 
 
 
   -- those expenses which are incidental to the acquisition of an investment 
      are included within the cost of the investment; 
 
   -- expenses which are incidental to the disposal of an investment are 
      deducted from the disposal proceeds of the investment. 
 
 
 
 
                             Year Ended         Year Ended 
                           28 February 2017   29 February 2016 
                               GBP'000            GBP'000 
Directors' remuneration                  21                 20 
Auditors' remuneration                    6                  6 
Other expenses                           28                 36 
Total                                    55                 62 
 
 
   5. Tax on Ordinary Activities 
 
   Corporation tax payable at 20% (2016: 20%) is applied to profits 
chargeable to corporation tax, if any.  The corporation tax charge for 
the period was GBP nil (2016: GBP nil). 
 
 
 
 
                                             Year Ended         Year Ended 
                                           28 February 2017   29 February 2016 
                                               GBP'000            GBP'000 
Return on ordinary activities before tax              (280)                883 
Current tax at standard rate of taxation               (56)                177 
UK dividends not taxable                                (3)                (4) 
Unrealised losses not taxable                            84                 83 
Realised gains not taxable                             (31)              (267) 
Excess management expenses carried 
 forward                                                  6                 11 
Total current tax charge                                  -                  - 
 
 
   Unrelieved management expenses of GBP1,801.4k (2016: GBP1,771.1k) remain 
available for offset against future taxable profits. 
 
   6. Earnings per Share 
 
   The calculation of earnings per share (basic and diluted) for the period 
is based on the net loss of GBP280,000 (2016: profit of GBP883,000) 
attributable to shareholders divided by the weighted average number of 
shares 6,785,233 (2016: 6,785,233) 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. 
 
   7. Investments 
 
 
 
 
                            AIM quoted investments  Unquoted investments     Total 
                                    Level a              Level c(ii)      investments 
                                    GBP'000                GBP'000          GBP'000 
Valuation and net book 
amount: 
Book cost as at 29 
 February 2016                                 394                 1,815        2,209 
Cumulative revaluation                         478                 1,436        1,914 
Valuation at 29 February 
 2016                                          872                 3,251        4,123 
Movement in the year: 
Purchases at cost                               34                   975        1,009 
Disposals - cost                                 -                  (15)         (15) 
Disposals - revaluation                          -                 (147)        (147) 
Revaluation in year                          (186)                 (232)        (418) 
Valuation at 28 February 
 2017                                          720                 3,832        4,552 
Book cost at 28 February 
 2017                                          428                 2,775        3,203 
Cumulative revaluation to 
 28 February 2017                              292                 1,057        1,349 
Valuation at 28 February 
 2017                                          720                 3,832        4,552 
 
   Subsidiary Company 
 
   The Company also holds 100% of the issued share capital of OT3 Managers 
Ltd at a cost of GBP1. 
 
   Results of the subsidiary undertaking for the year ended 28 February 
2017 are as follows: 
 
 
 
 
          Country of    Nature of    Turnover    Retained profit/loss  Net Assets 
          Registration  Business 
OT3       England and   Investment 
Managers  Wales         Manager       GBP68,941           GBP0             GBP1 
Ltd 
 
 
 
   Consolidated group financial statements have not been prepared as the 
subsidiary undertaking is not considered to be material for the purpose 
of giving a true and fair view.  The Financial Statements therefore 
present only the results of Oxford Technology 3 VCT plc, which the 
Directors also consider is the most useful presentation for 
Shareholders. 
 
   8.  Debtors 
 
 
 
 
                              28 February 2017  29 February 2016 
                                   GBP'000           GBP'000 
Prepayments, accrued income                  2                 2 
Accrued loan interest                       71                 - 
Accrued sales proceeds                      30                 - 
Total                                      103                 2 
 
 
   9. Creditors - amounts falling due in less than 1 year 
 
 
 
 
                                    28 February 2017  29 February 2016 
                                         GBP'000           GBP'000 
Other creditors                                    8                 8 
Investment management fee accrual                 47                47 
Total                                             55                55 
 
 
   Creditors - amounts falling due in more than 1 year 
 
 
 
 
                                    28 February 2017  29 February 2016 
                                         GBP'000           GBP'000 
Investment management fee accrual                  -                47 
Provision - performance fee                        -                23 
Total                                              -                70 
 
 
   The Investment Manager had previously deferred 25% of fees, as detailed 
in Note 3.  These are now being paid between March 2015 and February 
2018. 
 
   If the net asset value per share and cumulative dividends per share paid 
to date are greater than the threshold outlined in note 3, a performance 
incentive fee may become payable.  The Directors assessed that at 29 
February 2016, the costs should be included in the accounts.  The value 
of the liability arising to date could be estimated; however the timing 
of the future payment is uncertain. Following a reduction in total 
return in 2017, the accrued fee has been reversed. 
 
   10. Share Capital 
 
 
 
 
                                                     28 February 2017  29 February 2016 
                                                          GBP'000           GBP'000 
Authorised: 
15,000,000 ordinary shares of 10p each                          1,500             1,500 
Total Authorised                                                1,500             1,500 
Allotted, called up and fully paid: 
6,785,233 (2016: 6,785,233) ordinary shares of 10p 
 each                                                             679               679 
 
 
 
   11.   Reserves 
 
   When the Company revalues its investments during the period, any gains 
or losses arising are credited/charged to the Income Statement.  Changes 
in fair value of investments are then transferred to the Unrealised 
Capital Reserve.  When an investment is sold any balance held on the 
Unrealised Capital Reserve is transferred to the Profit and Loss Account 
Reserve as a movement in reserves. 
 
   The transfer between the Unrealised Capital Reserve and the Profit and 
Loss Reserve in 2016 was the result of the correction of historic 
misclassifications between the two reserves.  The historic 
misclassifications were immaterial as they had no impact on reported 
returns or net assets and had no bearing on any distributions. 
 
   Distributable reserves are GBP2,849,000 as at 28 February 2017 (2016: 
GBP3,583,000). 
 
   Reconciliation of Movement in Shareholders' Funds 
 
 
 
 
                                          28 February 2017  29 February 2016 
                                               GBP'000           GBP'000 
Shareholders' funds at start of year                 6,893             6,485 
Return on ordinary activities after tax              (280)               883 
Dividends paid                                     (1,018)             (475) 
Shareholders' funds at end of year                   5,595             6,893 
 
 
   The Company paid an interim capital dividend of 7.0p per share on 19 
February 2016 and a final capital dividend for 2016 of 15.0p per 
ordinary share on 13 May 2016.  Subject to shareholder approval, the 
Company will pay a final capital dividend for 2017 of 4.0p per ordinary 
share on 21 July 2017. 
 
   12.  Financial Instruments and Risk Management 
 
   The Company's financial instruments comprise equity and loan note 
investments, cash balances and debtors and creditors.  The Company holds 
financial assets in accordance with its investment policy of investing 
mainly in a portfolio of VCT - qualifying quoted and unquoted securities 
whilst holding a proportion of its assets in cash or near cash 
investments in order to provide a reserve of liquidity.  The risk faced 
by these instruments, such as interest rate risk or liquidity risk is 
considered to be minimal due to their nature.  All of these are carried 
in the accounts at fair value. 
 
   The Company's strategy for managing investment risk is determined with 
regard to the Company's investment objective.  The management of market 
risk is part of the investment management process and is a central 
feature of venture capital investment.  The Company's portfolio is 
managed with regard to the possible effects of adverse price movements 
and with the objective of maximising overall returns to shareholders. 
Investments in unquoted companies, by their nature, usually involve a 
higher degree of risk than investments in companies quoted on a 
recognised stock exchange, though the risk can be mitigated to a certain 
extent by diversifying the portfolio across business sectors and asset 
classes.  The overall disposition of the Company's assets is regularly 
monitored by the Board. 
 
   13. Capital Commitments 
 
   The Company had no commitments at 28 February 2017 or 29 February 2016. 
 
   14.  Related Party Transactions 
 
   OT3 Managers Ltd, a wholly owned subsidiary, provides investment 
management services to the Company with effect from 1 July 2015 for a 
fee of 1% of net assets per annum.  During the year, GBP68,941 (2016: 
GBP43,239) was paid in respect of these fees.  No amounts were 
outstanding at the year end. 
 
   15.  Events after the Balance Sheet Date 
 
   During April 2017, a further investment of GBP50,000 was made into 
Plasma Antennas. 
 
   The Directors have declared a final capital dividend of 4.0p per share 
which, subject to shareholder approval at the AGM, will be paid on 21 
July 2017 to ordinary shareholders on the register on 30 June 2017. 
 
   Company Number: 4351474 
 
   Note to the announcement: 
 
   The financial information set out in this announcement does not 
constitute statutory accounts as defined in the Companies Act 2006 ("the 
Act").  The balance sheet as at 28 February 2017, income statement and 
cash flow statement for the period then ended have been extracted from 
the Company's 2017 statutory financial statements upon which the 
auditor's opinion is unqualified and does not include any statement 
under the section 495 of the Act. 
 
   The Annual Report and Accounts for the year ended 28 February 2017 will 
be filed with the Registrar of Companies. 
 
   Copies of the documents will be submitted to the National Storage 
Mechanism and are available for inspection at: 
http://www.mornningstar.co.uk/uk/NNSM 
 
   This announcement is distributed by Nasdaq Corporate Solutions on behalf 
of Nasdaq 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: Oxford Technology 3 VCT plc via Globenewswire 
 
 
  http://www.oxfordtechnology.com 
 

(END) Dow Jones Newswires

May 10, 2017 12:01 ET (16:01 GMT)

Copyright (c) 2017 Dow Jones & Company, Inc.

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