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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Renn Universal | LSE:RUG | London | Ordinary Share | GB0007325185 | ORD 25P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 223.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RENN UNIVERSAL GROWTH INVESTMENT TRUST PLC (the "Company") HALF YEARLY REPORT for the period ended 30 September 2014 (unaudited) Investment objective To conduct an orderly realisation of the assets of the Company, to be effected in a manner that seeks to achieve a balance between returning cash to shareholders promptly and maximising the value of the Company's portfolio. Investment policy The Company's investments will be realised in an orderly manner in accordance with the investment objective. The Company may not make any new investments save that (a) subject to Board approval, further investment may be made into existing investments in order to preserve the value of such investments; and (b) realised cash may be invested in liquid cash-equivalent securities, denominated in Sterling, including short-dated corporate bonds, government bonds, cash funds or bank cash deposits pending its return to shareholders in accordance with the Company's investment objective. No more than 10% of the Company's total assets may be invested in any single cash equivalent instrument or placed on deposit with any single institution except that this limit does not apply to investment in government bonds, which shall be unconstrained. The Company may not employ gearing. The Company will continue to comply with the restrictions imposed by the Listing Rules in force from time to time. SUMMARY OF RESULTS AND FINANCIAL HIGHLIGHTS % change 31 March 2014 to 30 September 31 March 30 September 30 September 2014 2014 2014 2013 Total net assets £37,829,000 £39,936,000 (5.27) £54,214,000 Net asset value ("NAV") per Ordinary share - pence 289.25 305.35 (5.27) 310.90 - US cents 468.92 509.06 (7.89) 503.47 Mid-market price per Ordinary share 232.25p 274.50p (15.39) 236.00p Discount to NAV 19.71% 10.10% - 24.09% Net revenue return after taxation £(480,000) £(1,021,000) - £(627,000) Revenue return per Ordinary share (3.67)p (5.92)p - (3.60)p Costs of running the Company* - Investment Manager's fee £323,000 £677,000 - £350,000 - Other expenses £162,000 £498,000 - £282,000 - Performance fee £nil £nil - £nil As a percentage of average net assets* - Investment Manager's fee 0.87% 1.27% - 0.62% - Other Expenses 0.45% 1.18% - 0.50% Exchange rate - US Dollar/Sterling 1.62115 1.66715 (2.76) 1.61940 S&P 500 Index (Total Return) 3,592.25 3,375.51 6.42 3,000.18 S&P 500 Index (Total Return) - Sterling adjusted 2,214.84 2,023.57 9.45 1,853.91 Russell 2000 Index (Total Return) 5,178.71 5,477.96 (5.46) 4,982.85 Russell 2000 Index (Total Return) - Sterling adjusted 3,192.99 3,283.95 (2.77) 3,079.06 * Calculated in accordance with the AIC recommended methodology for the calculation of 'Ongoing Charges' issued in May 2012. LETTER FROM THE CHAIRMAN Dear Shareholder, During the six month period to the end of September 2014, the Company's share price fell 15.4% from a high of 274.50 pence on 1 April 2014 to a low of 232.25 pence on 30 September 2014. The Company's NAV per share fell from 305.35 pence at 31 March 2014 to 289.25 pence, a fall of 5.3%, reaching a high in the period of 300.22 pence in April 2014, and a low of 276.24 pence in July 2014. The discount to NAV increased from 10.1% at the start of the period to 19.7% at 30 September 2014, the high for the six months under review, reaching a low of 3.3% in June 2014. Sterling declined against the US Dollar by 2.8% from 1.66715 to 1.62115. The Russell 2000 index, sterling adjusted, fell by 2.8% in the six months under review. On 10 October 2014, the Company announced that, due to the degree of portfolio concentration and the desire for RENN Capital Group, Inc. (the "Investment Manager") to continue to realise assets in a timely fashion, it intended to recommend to shareholders that the Company enters into voluntary liquidation as soon as practicable. Accordingly, a circular was published on 14 November 2014, recommending the Company's voluntary liquidation and the appointment of liquidators. The General Meeting of the Company will be held on 10 December 2014. During the period under review, the Investment Manager has continued to realise assets but it has proved difficult for the Company to make further significant disposals as the Board has been mindful of the requirement to maintain a suitably diversified portfolio in order to preserve the Company's investment trust status. Throughout this process, the Board has been taking advice on the level of portfolio diversification required to avoid jeopardising the Company's investment trust status and the favourable tax treatment that comes with it. Provided that the Company qualifies as an investment trust at the time it enters into voluntary liquidation, this status will usually be preserved. As at 30 September 2014, the Company's portfolio held five core positions, representing 92.4% of the net assets. The entry into voluntary liquidation is intended to provide the Investment Manager with the flexibility to implement the realisation of the Company's portfolio effectively and without jeopardising its tax status. The decision to move to liquidation slightly earlier than originally envisaged should not impact the proposed realisation programme. However, the Board recognises that certain underlying investments are illiquid, including AnchorFree (which represents 45% of the Company's net assets), and while the Investment Manager continues to target a full realisation by the end of March 2015, it is possible that the underlying illiquidity in certain key investments will require time and patience to maximise returns to the shareholders. If the resolution is passed at the General Meeting, the liquidators will be appointed, all powers of the Board will cease and the liquidators will be responsible for the affairs of the Company until it is wound up. Steve Bates and I will however remain as Directors and will be able to assist the liquidators with their work. We will be unremunerated except for the reimbursement of general expenses incurred in the execution of our duties. It is intended that if the resolution is passed the Company will request that the listing of its shares be cancelled shortly thereafter. Following the appointment of the liquidators, we expect the Investment Manager to make steady progress along the road to realisation and returning cash to shareholders. Andrew Barker Chairman 25 November 2014 INTERIM MANAGEMENT REPORT Introduction The establishment of the new investment policy and objective on 17 April 2013 shifted the focus of the Investment Manager towards the realisation of the portfolio by 31 March 2015. Many positions have been sold, resulting in the March 2014 tender offer returning £12.95 million to shareholders and leaving a cash balance of £2.5 million at 30 September 2014. If the resolutions at the General Meeting are approved, we expect that as cash builds, the liquidators will distribute these assets to shareholders. Top five holdings AnchorFree, Inc. (Private): 45.0% of net assets, Primary Industry Group: Internet Software & Services AnchorFree is the world's leading advertising and subscription supported virtual private network. Over 300 million people have downloaded AnchorFree's HotSpot Shield to protect their identities. Hotspot Shield encrypts users' internet communications and detects and blocks malware, protecting all internet communication and securing customer and employee data. The company platform accommodates desktop and all forms of mobile devices. In May 2012, Goldman Sachs invested $52 million in AnchorFree. The company continues to make progress through the addition of new partners and new subscription revenue with multiple offerings. AnchorFree continues to benefit from increased demand on the back of rising concerns about internet privacy. The company has millions of daily active users and is currently ranked 12th on iOS App Store's productivity category in the US. As explained in the Company's Annual Report and Financial Statements for the year ended 31 March 2014, the Board obtained an independent valuation of the Company's holding in AnchorFree. Having reviewed this valuation report, the Board decided to maintain the US Dollar valuation of the holding which, as at 31 March 2014, remained unchanged since the previous fiscal year end. This valuation was towards the lower end of the valuation range given by the independent valuer. The company is in the process of changing its business model from one based on advertising to one reliant on subscriptions. The Board sees no justification to change the valuation of this holding at this point, but any change in the future could clearly have a significant impact, in either direction, on net assets. Flamel Technologies Ltd (NASDAQ: FLML): 16.8% of net assets, Primary Industry Group: Pharmaceuticals Flamel Technologies engages in the development and commercialisation of controlled release therapeutic products. The company is transforming itself into a high margin specialty pharmaceutical company. The company has received approval for Bloxiverz, the first FDA-approved version of neostigmine sulfate, a drug used to reverse neuromuscular blocking drugs in surgical procedures. The company expects solid revenue growth from Bloxiverz throughout 2014. On 7 March 2014, the company announced the successful completion of a $113.0 million equity financing. On 30 June 2014, the company announced the FDA approval of VAZCULEP, an adrenergic receptor agonist. For the quarter ended 30 June 2014, revenues increased 46% to $8.1 million and the net loss decreased to $21.0 million against the same period last year. Cover-All Technologies (AMEX: COVR): 15.4% of net assets, Primary Industry Group: Application Software Cover-All provides software solutions for insurance companies, agents and brokers. The company has a suite of software products installed with some of the largest insurance companies in the world. With its deep product line, your Investment Manager believes Cover-All could be an acquisition candidate. On 28 August 2014, Cover–All was recognised for the second year as a leading policy vendor from Celent, a research and advisory firm. On 2 October 2014, the company received "Best-in-Class" for user experience from CEB TowerGroup. For the quarter ended 30 June 2014, revenues were up 25% and net income was $328,000 compared with a loss of $1,058,400 in the same quarter last year. In the same August press release, Cover-All mentioned, "As we stated in our July 15, 2014 press release, we are examining a number of merger and acquisition opportunities to grow our business, including a transformative opportunity". Bovie Medical Corporation (AMEX: BVX): 10.4% of net assets, Primary Industry Group: Healthcare Equipment Bovie Medical engages in the development, manufacture and marketing of electrosurgical generators and disposables. On 13 December 2013, the company announced the completion of a $7.0 million funding by Great Point Partners, a leading healthcare investment firm. This new funding was earmarked to accelerate the growth of Bovie's innovative signature technology, J-Plasma. On the same date, the board of directors appointed Robert L. Gershon as the company's new Chief Executive Officer. Mr. Gershon has over 25 years of healthcare experience, most recently as a senior sales and marketing executive at Covidien (NYSE: COV) and Henry Schein (NASDAQ: HSIC). On 5 August 2014, Bovie announced second quarter results ended 30 June 2014 with sales up 15% and net income of $251,000 versus a loss of $1,119,000 during the same quarter last year. At the end of Q2, J-Plasma was in use at 40 sites with 60 surgeons now using the technology. On 3 September 2014, J–Plasma was recognised as "Innovation of the Year" by The Society of Laparoendoscopic Surgeons. iSatori, Inc. (OTCBB: IFIT): 4.8% of net assets, Primary Industry Group: Personal Products iSatori is a developer and marketer of scientifically engineered nutritional supplements focusing upon specific markets, including weight loss and sports nutrition. The company has introduced a new category-defining product called Bio-Gro. GNC (NYSE: GNC), America's largest sports supplement retailer, began carrying Bio-Gro in January 2014. During the second quarter, the company introduced a new diet support pill, Sinetrim, nationally into GNC, under the BioGenetic Laboratories brand. For the three months ended 30 June 2014, revenues increased 28% and net income increased 152% over the same period last year. For the six months ended 30 June 2014, revenues increased by 36% to $6.2 million and net income increased to $672,000 compared to a loss of $130,000 for the same period last year. Other holdings As at 30 September 2014, the Company owned a total of eight holdings, with the three holdings outside the top five positions representing 1.3% of net assets. These three holdings are in oil and gas exploration (PetroHunter Energy), advertising (Tiger Media) and clothing and accessories (Charles & Colvard). Conclusion The Investment Manager sold a number of holdings enabling a return of £12.95 million in capital to shareholders in March 2014. The pace of realising assets has slowed down since then in order to ensure that the Company's tax status is maintained. As explained in the Chairman's Statement, this is also the primary objective behind the Company proposing to enter into voluntary liquidation slightly earlier than originally envisaged. With the exception of Flamel, the remaining holdings are either private or not liquid enough to allow open market sales and will require negotiated exits of some sort. The Investment Manager has experience in liquidating portfolios in these circumstances and, subject to shareholders' approval at the General Meeting on 10 December 2014, the Investment Manager will be working with the liquidators to ensure the orderly and speedy realisation of the remaining portfolio. Russell Cleveland RENN Capital Group, Inc. 25 November 2014 PRINCIPAL RISKS AND UNCERTAINTIES Details of the following principal risks and uncertainties facing the Company are detailed in the Strategic Report section of the Company's Annual Report and Financial Statements for the year ended 31 March 2014: Compliance with sections 1158 and 1159 of the Corporation Tax Act 2010, valuation risk, concentration risk, liquidity/marketability risk, interest rate risk, foreign currency risk, country risk, market price and discount volatility risk and risks associated with the engagement of third parties. There have been no changes to these risks since the publication of the 2014 Annual Report and Financial Statements. RESPONSIBILITY STATEMENT The Directors confirm that to the best of their knowledge: (a) the condensed set of financial statements, prepared in accordance with applicable accounting standards in the United Kingdom, gives a true and fair view of the assets, liabilities, financial position and loss of the Company; and (b) this Half Yearly Report includes a fair review of the information required by: ● 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and ● 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that 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. This Half Yearly Report was approved by the Board of Directors on 25 November 2014 and the above responsibility statement was signed on its behalf by Andrew Barker, Chairman. INCOME STATEMENT(unaudited) for the six months ended 30 September 2014 Six months ended Six months ended Year ended 30 September 2014 30 September 2013 31 March 2014 (unaudited) (unaudited) (audited) Revenue Capital Total Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Losses on investments at fair value through profit or loss - (1,643) (1,643) - (2,233) (2,233) - (2,893) (2,893) Exchange gains/(losses) on capital items - 23 23 - (178) (178) - (323) (323) Income (see note 4) 86 - 86 43 - 43 243 - 243 Investment management fee (see note 6) (323) - (323) (350) - (350) (677) - (677) Bad debt expense (81) - (81) (38) - (38) (88) - (88) Other expenses (see note 5) (162) - (162) (282) - (282) (499) - (499) Net return before finance costs and taxation (480) (1,620) (2,100) (627) (2,411) (3,038) (1,021) (3,216) (4,237) Finance costs - - - - - - - - - Net return before taxation (480) (1,620) (2,100) (627) (2,411) (3,038) (1,021) (3,216) (4,237) Taxation on ordinary activities (see note 9) - - - - - - - - - Net return on ordinary activities after taxation for the period (480) (1,620) (2,100) (627) (2,411) (3,038) (1,021) (3,216) (4,237) pence pence pence pence pence pence pence pence pence Return per Ordinary share (see note 2) (3.67) (12.39) (16.06) (3.60) (13.82) (17.42) (5.92) (18.63) (24.55) 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 in accordance with the Statement of Recommended Practice issued by the Association of Investment Companies ("AIC"). Revenue and capital return per share figures shown are also supplementary information. The Financial Statements have been prepared using the accounting standards and policies adopted at the previous year end. All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued during the period. There are no recognised gains and losses other than those reflected in the Income Statement for the period, accordingly no statement of recognised gains and losses has been prepared. These Financial Statements are unaudited and are not the Company's statutory financial statements. The notes form part of these Financial Statements. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS (unaudited) for the six months ended 30 September 2014 Six months ended Share Capital 30 September 2014 Share premium redemption Special Capital Revenue (unaudited) capital account reserve reserve* reserve reserve Total £'000 £'000 £'000 £'000 £'000 £'000 £'000 At 1 April 2014 3,270 5,995 2,061 2,698 33,864 (7,952) 39,936 Net return after taxation for the financial period - - - - (1,620) (480) (2,100) Tender offer expenses - - - - (7) - (7) At 30 September 2014 3,270 5,995 2,061 2,698 32,237 (8,432) 37,829 Year ended Share Capital 31 March 2014 Share premium redemption Special Capital Revenue (audited) capital account reserve reserve* reserve reserve Total £'000 £'000 £'000 £'000 £'000 £'000 £'000 At 1 April 2013 4,359 5,995 972 2,698 50,159 (6,931) 57,252 Net return after taxation for the year - - - - (3,216) (1,021) (4,237) Tender offer and expenses (1,089) - 1,089 - (13,079) - (13,079) At 31 March 2014 3,270 5,995 2,061 2,698 33,864 (7,952) 39,936 Six months ended Share Capital 30 September 2013 Share premium redemption Special Capital Revenue (unaudited) capital account reserve reserve* reserve reserve Total £'000 £'000 £'000 £'000 £'000 £'000 £'000 At 1 April 2013 4,359 5,995 972 2,698 50,159 (6,931) 57,252 Net return after taxation for the financial period - - - - (2,411) (627) (3,038) At 30 September 2013 4,359 5,995 972 2,698 47,748 (7,558) 54,214 * The special reserve was created in September 1998, following a transfer from the share premium account, to enable the Company to purchase its own shares. The notes form part of these Financial Statements. BALANCE SHEET (unaudited) as at 30 September 2014 As at As at As at 30 September 31 March 30 September 2014 2014 2013 (unaudited) (audited) (unaudited) £'000 £'000 £'000 Fixed assets Investments at fair value through profit or loss - - 47,024 Current assets Investments at fair value through profit or loss 35,447 37,735 - Debtors 632 559 670 Cash at bank 2,549 2,395 7,171 38,628 40,689 7,841 Creditors - amounts falling due within one year Creditors and accruals (187) (222) (170) Net current assets 38,441 40,467 7,671 Provision for liabilities and charges Provision for bad debt* (612) (531) (481) Total net assets 37,829 39,936 54,214 Share capital and reserves Called–up share capital (see note 7) 3,270 3,270 4,359 Share premium account 5,995 5,995 5,995 Capital redemption reserve 2,061 2,061 972 Special reserve 2,698 2,698 2,698 Capital reserve 32,237 33,864 47,748 Revenue reserve (8,432) (7,952) (7,558) Equity shareholders' funds 37,829 39,936 54,214 Net asset value - pence per Ordinary share including current period revenue (see note 3) 289.25p 305.35p 310.90p * A provision has been made for 100% of the interest owing on the Company's investment in PetroHunter 8.5% convertible debenture, on the grounds of uncertainty that the payment will be received (six months ended 30 September 2013: 100%; year ended 31 March 2014: 100%). The notes form part of these Financial Statements. STATEMENT OF CASH FLOWS(unaudited) for the six months ended 30 September 2014 Six months Six months Year ended ended ended 30 September 30 September 31 March 2014 2013 2014 (unaudited) (unaudited) (audited) £'000 £'000 £'000 Operating activities Investment income received - 1 145 Deposit interest received 5 8 16 Investment management fees paid (321) (487) (817) Secretarial and administration fees paid (44) (42) (92) Other cash payments (135) (300) (428) Net cash outflow from operating activities (see note 10) (495) (820) (1,176) Capital expenditure and financial investment Purchases of investments - (1,371) (14,528) Sales of investments 646 5,338 27,273 Net cash inflow from capital expenditure and financial investment 646 3,967 12,745 Net cash inflow before financing 151 3,147 11,569 Financing Tender offer (19) - (13,063) Net cash outflow from financing (19) - (13,063) Increase/(decrease) in cash (see note 11) 132 3,147 (1,494) The notes form part of these Financial Statements. NOTES TO THE FINANCIAL STATEMENTS for the six months ended 30 September 2014 1. Basis of preparation The Financial Statements are prepared under the historical cost convention, as modified by the revaluation of fixed asset investments, and in accordance with the Accounting Standard Board's Statement on Half Yearly Financial Reports, applicable accounting standards in the United Kingdom, the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" issued by the AIC in January 2009, and the accounting policies set out in the statutory financial statements for the year ended 31 March 2014. All of the Company's activities are continuing. The Financial Statements are not prepared on a going concern basis. This accounting treatment has no material impact on the Financial Statements. 2. Return per Ordinary share The calculations of return per Ordinary share are based on 13,078,541 Ordinary shares, being the weighted average number of shares in issue during the six months ended at 30 September 2014 (six months ended 30 September 2013: 17,437,979; year ended 31 March 2014: 17,258,824). 3. Net asset value per Ordinary share The calculations of net asset value per Ordinary share are based on 13,078,541 Ordinary shares being in issue at 30 September 2014 (30 September 2013: 17,437,979 Ordinary shares; 31 March 2014: 13,078,541 Ordinary shares). 4. Income Six months to Six months to Year to 30 September 30 September 31 March 2014 2013 2014 (unaudited) (unaudited) (audited) £'000 £'000 £'000 Income from US investments: Convertible debenture stocks - unlisted 81 38 88 UK Government securities - listed - - 144 Common stock - listed - 1 1 Prior year income written–off - Plures Technologies - (6) (6) 81 33 227 Other income: Bank interest receivable 5 10 16 86 43 243 5. Other expenses Six months to Six months to Year to 30 September 30 September 31 March 2014 2013 2014 (unaudited) (unaudited) (audited) £'000 £'000 £'000 Secretarial and administration services 44 43 86 Auditor's remuneration 3 19 38 Directors' remuneration 55 59 117 Other expenses 60 161 258 162 282 499 Total fees paid to the Auditor for the period/year, all of which were charged to revenue, comprised: Audit services - statutory audit - current year - 16 33 Tax services 3 3 5 3 19 38 6. Investment management fee The investment management fee is charged 100% to revenue. Investment management fees of £323,000 (six months ended 30 September 2013: £350,000; year ended 31 March 2014: £677,000) have been charged to the Income Statement. At 30 September 2014, £56,000 (six months ended 30 September 2013: £56,000; year ended 31 March 2014: £54,000) was due for payment to the Investment Manager in respect of investment management fees. Following shareholder approval at the General Meeting on 17 April 2013, the terms of the Investment Management Agreement between the Company and the Investment Manager were amended in order to reflect the modification of the Company's investment objective and policy to better align the interests of the shareholders and the Investment Manager during the managed wind-down period. The Investment Manager is now paid a fixed monthly fee of $90,000. A performance fee may also become payable at the end of each year and this is charged 100% to capital. Under the revised terms, the hurdle for the achievement of any performance fee will be a cash amount which must be returned to shareholders before a performance fee can be earned (the "Cash Hurdle"). The Cash Hurdle will be the audited NAV as at 31 March 2013 plus a notional accrual (the "Accrual"), which will reflect the time value of money between 17 April 2013 and actual returns of cash in excess of the Cash Hurdle. The Investment Manager will be entitled to 10% of any amounts returned to shareholders in excess of the Cash Hurdle (including the Accrual). The Company and the Investment Manager have agreed that the opening Cash Hurdle will be the audited NAV as at 31 March 2013, in Sterling terms, and the Accrual will be 8% per annum (compound) calculated on the opening Cash Hurdle. The total performance fee payable will be capped at an amount equivalent to 10% of the NAV as at 31 March 2013. No performance fee has been accrued for the six months ended 30 September 2014 (six months ended 30 September 2013: £nil; year ended 31 March 2014: £nil). In the event that the Company's portfolio is not fully realised by 31 March 2015, the monthly fees payable to the Investment Manager will be renegotiated between the liquidators and the Investment Manager, taking into account the Investment Manager's workload and the continuing alignment of interests at that time, and it is anticipated that thereafter, continuation of a monthly fee will be assessed and be terminable on a monthly basis. The Investment Manager's current performance fee arrangements will endure throughout the members' voluntary liquidation and are aligned with shareholders' interests in trying to maximise the value of the remaining investments and to achieve this as quickly as possible. 7. Called–up share capital 30 September 30 September 31 March 2014 2013 2014 (unaudited) (unaudited) (audited) £'000 £'000 £'000 Allotted, called–up and fully paid: 13,078,541 (30 September 2013: 17,437,979; 31 March 2014: 13,078,541) Ordinary shares of 25p each 3,270 4,359 3,270 8. Share buybacks During the period, no Ordinary shares were repurchased by the Company for cancellation (six months ended 30 September 2013: nil Ordinary shares; year ended 31 March 2014: 4,359,438 Ordinary shares). No Ordinary shares were repurchased to be held in Treasury for the six months ended 30 September 2014 (six months ended 30 September 2013: nil Ordinary shares; year ended 31 March 2014: nil Ordinary shares). 9. Taxation The Company is subject to corporation tax at 21% (six months ended 30 September 2013: 23%; year ended 31 March 2014: 23%). However, the available tax deductible expenses (including substantial brought forward amounts) exceed the taxable income of the Company and, as a result, there is no UK tax charge (six months ended 30 September 2013: £nil; year ended 31 March 2014: £nil), other than withholding tax suffered on foreign dividends of £nil (30 September 2013: £nil; year ended 31 March 2014: £nil). Due to the Company's status as an investment trust and the intention to continue meeting the conditions required to obtain approval to retain that status until such time as the Company enters voluntary liquidation, the Company has not provided deferred tax on any capital gains or losses arising on the revaluation or disposal of investments. 10. Reconciliation of net return before finance costs and taxation to net cash outflow from operating activities Six months Six months ended ended Year ended 30 September 30 September 31 March 2014 2013 2014 (unaudited) (unaudited) (audited) £'000 £'000 £'000 Net return before finance costs and taxation (2,100) (3,038) (4,237) Net capital return 1,620 2,411 3,216 Increase in provision for bad debt 81 38 88 Decrease in creditors and accruals (23) (193) (157) Increase in prepayments and accrued income (73) (38) (86) Net cash outflow from operating activities (495) (820) (1,176) 11. Reconciliation of net cashflow to net funds Six months Six months ended ended Year ended 30 September 30 September 31 March 2014 2013 2014 (unaudited) (unaudited) (audited) £'000 £'000 £'000 Increase/(decrease) in cash in period/ year 132 3,147 (1,494) Effect of movement in exchange rates 22 (157) (292) Movement in net funds 154 2,990 (1,786) Net funds at beginning of period/year 2,395 4,181 4,181 Net funds at end of period/year 2,549 7,171 2,395 12. Related party transactions Mr Russell Cleveland, President and CEO of RENN Capital Group, Inc., the Company's Investment Manager, is considered a related party due to his directorships of AnchorFree, Inc., Cover-All Technologies, Inc. and iSatori, Inc. Mr Eric Stephens, Vice President of RENN Capital Group, Inc., was considered a related party due to his directorship of Plures Technologies, Inc. He ceased to be a director of Plures Technologies with effect from 4 April 2014. RENN Capital Group, Inc. pays RP&C International an amount equal to 0.5% of the net asset value of the Company each year and 5% of any incentive fee received from the Company. The fees are compensation for management and advisory services rendered to RENN Capital Group, Inc. The amounts paid to the Investment Manager by the Company are disclosed in note 6. 13. Financial information The financial information contained in this report does not constitute full statutory accounts as defined in section 434 of the Companies Act 2006. The financial information for the six months ended 30 September 2014 and 30 September 2013 has not been audited or reviewed by the Company's Auditor. The information for the year ended 31 March 2014 has been extracted from the latest published audited financial statements. Those financial statements have been filed with the Registrar of Companies and include the report of the Auditor which was unqualified and did not contain a statement under section 498(2) or (3) of the Companies Act 2006. INVESTMENT PORTFOLIO as at 30 September 2014 Book % of net Sector cost Fair value assets US$'000 US$'000 £'000 Corporate investments US unlisted convertible debentures PetroHunter Energy Oil and gas exploration 2,100 73 45 0.1 Total US unlisted convertible debentures 2,100 73 45 0.1 US unlisted convertible preference shares AnchorFree Wireless communications 2,162 27,613 17,033 45.0 iSatori Personal products 75 1 1 - Total US unlisted convertible preference shares 2,237 27,614 17,034 45.0 US unlisted warrants PetroHunter Energy Oil and gas exploration - - - - Total US unlisted warrants - - - - US listed Chinese equities Tiger Media Advertising 2,422 270 167 0.5 Total US listed Chinese equities 2,422 270 167 0.5 US listed French equities Flamel Technologies Pharmaceuticals 3,396 10,303 6,355 16.8 Total US listed French equities 3,396 10,303 6,355 16.8 US listed equities Bovie Medical Healthcare services 3,767 6,384 3,938 10.4 Charles & Colvard Clothing and accessories 777 424 262 0.7 Cover-All Technologies Information technology 5,051 9,467 5,839 15.4 iSatori Personal products 9,562 2,924 1,804 4.8 PetroHunter Energy Oil and gas exploration 202 6 3 - Total US listed equities 19,359 19,205 11,846 31.3 Total corporate investments 29,514 57,465 35,447 93.7 Net current assets 4,854 2,994 7.9 Provision for liabilities (992) (612) (1.6) Net assets 61,327 37,829 100.0 COMPANY INFORMATION Directors Custodian (UK) Andrew Barker (Chairman) Bank of New York Mellon Steven Bates One Canada Square Alexandra Mackesy London E14 5AL William Vanderfelt Registered Office and Broker Secretary Winterflood Investment Trusts Capita Sinclair Henderson The Atrium Building Limited Cannon Bridge Beaufort House 25 Dowgate Hill 51 New North Road London EC4R 2GA Exeter EX4 4EP Tel: 01392 412122 Investment Manager Auditor RENN Capital Group, Inc. KPMG Audit Plc Suite 210 LB59 Chartered Accountants 8080 North Central Expressway 15 Canada Square Dallas, Texas 75206-1857 London E14 5GL USA Tel: 001 214 891 8294 Fax: 001 214 891 8291 www.rencapital.com Corporate website Registrar www.renaissanceusgrowth.co.uk Capita Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU Tel: 0871 664 0300 - calls cost 10 pence per minute plus network extras (or 0044 208 639 3399 for overseas enquires) email: shareholderenquiries@capita.co.uk www.capitaassetservices.com Custodian (US) Frost National Bank 8201 Preston Road Suite 520 Dallas, Texas 75225 USA Sources of further information The Company's share price is listed in the Financial Times under "Investment Companies". Copies of the Company's annual and half yearly reports, stock exchange announcements and further information on corporate governance can be obtained from the Company's corporate website, as detailed above. Frequency of NAV publication The Company's NAV is released to the London Stock Exchange on a weekly basis and is published on the Company's website as detailed above. 25 November 2014 Neither the contents of the Company's website or the contents of any website accessible from hyperlinks on this announcement (or any other website) is incorporated into, or forms part of, this announcement.
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