Thu, 16th Aug 2012 17:01
Albion Technology & General VCT PLC
As required by the UK Listing Authority's Disclosure and Transparency Rule 4.2,
Albion Technology & General VCT PLC today makes public its information relating
to the Half-yearly Financial Report (which is unaudited) for the six months to
30 June 2012. This announcement was approved by the Board of Directors on 16
August 2012.
The full Half-yearly Financial Report (which is unaudited) for the period to 30
June 2012, will shortly be sent to shareholders. Copies of the full Half-yearly
Financial Report will be shown via the Albion Ventures LLP website www.albion-
ventures.co.uk under the "Our Funds" section by clicking Albion Technology &
General VCT PLC.
Investment objectives
Albion Technology & General VCT PLC ("the Company") is a venture capital trust
which raised £14.3 million in December 2000 and 2002, and raised a further £35.0
million during 2006 through the launch of a C share issue. The Company raised a
further £3.1m under the Albion VCTs Linked Top Up Offers in 2011 and 2012.
The Company offers investors the opportunity to participate in a balanced
portfolio of technology and non-technology businesses. The Company's investment
portfolio is intended to be split approximately as follows:
* 40 per cent. in unquoted UK technology-related companies; and
* 60 per cent. in unquoted UK non-technology companies.
The Investment Manager pursues a longer term investment approach, with a view to
providing shareholders with a strong, predictable dividend flow combined with
the prospects of capital growth. This is achieved in two ways. First, by
controlling the VCT's exposure to technology risk through ensuring that many of
the companies in the non-technology portfolio have property as their major
asset, with no external borrowings. Second, by balancing the investment
portfolio by sector, so that those areas such as leisure and business services,
which are susceptible to changes in consumer sentiment, are complemented by
sectors with more predictable long term characteristics, such as healthcare and
the environment.
Financial calendar
Record date for second dividend 5 October 2012
Payment date for second dividend 31 October 2012
Financial year end 31 December 2012
Financial highlights (unaudited)
+------------------------------------------------------------------------------+
| |
| Unaudited Unaudited Audited|
| six months ended six months ended 30 year ended 31|
| 30 June 2012 June 2011 December 2011|
| (pence per share) (pence per share) (pence per share)|
| |
|Net asset value 83.30 87.90 85.10|
| |
|Revenue return 0.90 0.70 1.60|
| |
|Capital (loss)/return (0.20) 2.00 0.60|
+------------------------------------------------------------------------------+
Ordinary shares C shares
(pence per share) (pence per share)
(i) (i)(ii)
Total shareholder net asset value return
to 30 June 2012
Total dividends paid
during the period
ended: 31 December 2001 1.00 -
31 December 2002 2.00 -
31 December 2003 1.50 -
31 December 2004 7.50 -
31 December 2005 9.00 -
31 December 2006 8.00 0.50
31 December 2007 8.00 2.50
31 December 2008 4.50
(iii) 16.00
31 December 2009 1.00
(iii) -
31 December 2010 8.00 3.00
31 December 2011 5.00 3.80
30 June 2012 2.50 1.90
--------------------------------------
Total dividends paid to 30 June 2012 68.50 17.20
Net asset value as at 30 June 2012 83.30 64.80
--------------------------------------
Total shareholder net asset value return 82.00
to 30 June 2012 151.80
--------------------------------------
In addition to the dividends summarised above, the Board has declared a second
dividend for the year to 31 December 2012 of 2.50 pence per share to be paid on
31 October 2012 to shareholders on the register as at 5 October 2012.
Notes
(i) Excludes tax benefits upon subscription
(ii) The C shares were converted into Ordinary shares on 31 March 2011, with a
conversion factor of 0.7779 Ordinary shares for each C share. The net asset
value per share and all dividends paid subsequent to the conversion of the C
shares to the Ordinary shares are multiplied by the conversion factor of 0.7779
in respect of the C shares' return, in order to give an accurate picture of the
shareholder value since launch relating to the C shares.
(iii) The Ordinary shares' dividend of 8.00 pence per share for 2009 was paid in
advance on 30 December 2008. The C shares' first dividend for 2009 of 1.50
pence per share was also paid in advance on 30 December 2008.
Interim management report
Introduction
The results for Albion Technology & General VCT PLC for the six months to 30
June 2012 show a total return of 0.70 pence per share, which included a 14 per
cent. increase in investment income over the previous period, but a slower rise
in the value of our investments. The net asset value is 83.30 pence per share
after the payment of a 2.50 pence per share dividend during the period.
Investment performance and progress
During the period, some £1.9 million was invested in a number of existing
investee companies, principally to fund continued growth. Within this, further
investments were made in our renewable energy businesses, including Street-by-
Street Solar and Regenerco (solar energy) and Alto Prodotto Wind (Wind turbines
on brown field and industrial sites in South Wales). The longer term strategy
for the VCT is for up to 15 per cent. of funds to be invested in renewable
energy, which we see as providing a stable and inflation-resistant source of
long term income, compared to the current level of 7 per cent..
In general, the investment portfolio has shown resilience over the period, with
the majority of investee companies continuing to show growth. The exceptions
have been those companies that are either adversely being affected by cuts in
public sector funding or by a reduction in the budgets of customers.
Set out at the bottom of this announcement is the sector diversification of the
portfolio of our investments as at 30 June 2012.
Cancellation of share capital and reserves
At the General Meeting on 22 June 2012, shareholders voted in favour of the
increase in the Company's distributable reserves by way of a reduction of the
Ordinary share capital and cancellation of its deferred share, capital
redemption and share premium reserves. This was approved by Court Order on 11
July 2012. This restructuring has added £28,416,000 to distributable reserves.
Risks, uncertainties and prospects
We remain concerned over the prospects of the UK and Global economies in view of
the increasingly recessionary environment. Nevertheless, we believe that many
of the sectors in which we operate, and the investee companies which we support,
will be able to grow despite these broader economic issues. In addition, it
remains our general policy that investee companies have no external bank
borrowings, which is a continuing source of stability to the portfolio. Overall
we remain positive about the prospects of the portfolio as a whole.
Other risks and uncertainties remain unchanged and there are details in note
14.
Discount management and share buy-backs
It remains the Board's primary objective to maintain sufficient resources for
investment in existing and new investee companies and for the continued payment
of dividends to shareholders. Therefore, the Board's policy is to buy back
shares in the market, subject to the overall constraint that such purchases are
in the VCT's interests, including the maintenance of sufficient resources for
investment in new and existing investee companies and the continued payment of
dividends to shareholders.
It is the Board's intention for such buy-backs to be in the region of 10 to 15
per cent. discount to net asset value, so far as market conditions and liquidity
permit. In order to ensure that these conditions are satisfied, the Company
will limit the sum available for buy-backs for the six month period to 31
December 2012 to £250,000.
Related party transactions
Details of material related party transactions for the reporting period can be
found in note 12 of this Half-yearly Financial Report.
Results and dividend
As at 30 June 2012 the net asset value per Ordinary share was 83.30 pence (30
June 2011: 87.90 pence; 31 December 2011: 85.10 pence).
The total return before tax for the six months to 30 June 2012 was £297,000
compared to £1.06 million for the six months to 30 June 2011. A second dividend
of 2.50 pence per Ordinary share will be paid on 31 October 2012 to those
shareholders on the register on 5 October 2012.
Dr N E Cross
Chairman
16 August 2012
Responsibility statement
The Directors, Dr Neil Cross, Lt Gen Sir Edmund Burton, Michael Hart and Patrick
Reeve are responsible for preparing the Half-yearly Financial Report. The
Directors have chosen to prepare this Half-yearly Financial Report for the
Company in accordance with United Kingdom Generally Accepted Accounting Practice
("UK GAAP").
In preparing these summarised financial statements for the period to 30 June
2012, we the Directors of the Company, confirm that to the best of our
knowledge:
(a) the summarised set of financial statements has been prepared in accordance
with the pronouncement on interim reporting issued by the Accounting Standards
Board;
(b) the interim management report includes a fair review of the information
required by DTR 4.2.7R (indication of important events during the first six
months and description of principal risks and uncertainties for the remaining
six months of the year);
(c) the summarised set of financial statements give a true and fair view in
accordance with UK GAAP of the assets, liabilities, financial position and
profit and loss of the Company for the six months ended 30 June 2012 and comply
with UK GAAP and Companies Act 2006; and
(d) the interim management report includes a fair review of the information
required by DTR 4.2.8R (disclosure of related parties' transactions and changes
therein).
The accounting policies applied to the Half-yearly Financial Report have been
consistently applied in current and prior periods and are those applied in the
Annual Report and Financial Statements for the year ended 31 December 2011.
This Half-yearly Financial Report has not been audited or reviewed by the
Auditor.
By order of the Board
Dr N E Cross
Chairman
16 August 2012
Portfolio of investments
The following is a summary of the qualifying technology fixed asset investments
as at 30 June 2012:
+----------------------+--------------+------+----------+------+ +----------+
| | % voting| | | | | Change in|
| | rights| | | | | value for|
| |held by Albion| |Cumulative| | | the|
| | Technology &| | movement| | | period*|
| | General VCT| Cost| in value| Value| | £'000|
|Portfolio company | PLC| £'000| £'000| £'000| | |
+----------------------+--------------+------+----------+------+ +----------+
| | | | | | | |
| | | | | | | |
|Mi-Pay Limited | 19.7| 2,669| (788)| 1,881| | 1|
| | | | | | | |
|Helveta Limited | 14.1| 2,365| (905)| 1,460| | (1)|
| | | | | | | |
|Blackbay Limited | 8.5| 941| 347| 1,288| | 68|
| | | | | | | |
|Process Systems | | | | | | 230|
|Enterprise Limited | 6.9| 706| 422| 1,128| | |
| | | | | | | |
|Opta Sports Data | | | | | | 154|
|Limited | 5.9| 735| 169| 904| | |
| | | | | | | |
|AMS Sciences Limited | | | | | | |
|(formerly Xceleron | | | | | | |
|Limited) | 17.8| 878| (55)| 823| | (55)|
| | | | | | | |
|Mirada Medical Limited| 14.0| 357| 410| 767| | 61|
| | | | | | | |
|memsstar Limited | 10.7| 741| 11| 752| | 8|
| | | | | | | |
|sparesFinder Limited | 10.5| 613| 78| 691| | 21|
| | | | | | | |
|Rostima Holdings | | | | | | (8)|
|Limited | 15.5| 305| 383| 688| | |
| | | | | | | |
|Lowcosttravelgroup | | | | | | 194|
|Limited | 4.0| 680| (43)| 637| | |
| | | | | | | |
|Peakdale Molecular | | | | | | -|
|Limited | 6.0| 427| 9| 436| | |
| | | | | | | |
|Oxsensis Limited | 8.2| 1,221| (788)| 433| | (314)|
| | | | | | | |
|DySIS Medical Limited | 5.3| 846| (473)| 373| | (93)|
| | | | | | | |
|Abcodia Limited | 2.1| 75| -| 75| | -|
| | | | | | | |
|Palm Tree Technology | | | | | | -|
|Limited | 0.1| 37| 8| 45| | |
| | | | | | | |
| | | | | | | |
+----------------------+--------------+------+----------+------+ +----------+
|Total technology | | | | | | 266|
|investments | |13,596| (1,215)|12,381| | |
+----------------------+--------------+------+----------+------+ +----------+
*As adjusted for additions and disposals during the period.
The following is a summary of the qualifying non-technology fixed asset
investments as at 30 June 2012:
+--------------------+---------------+------+----------+------+ +-----------+
| |% voting rights| |Cumulative| | | Change in|
| | held by Albion| | movement| | | value for|
| | Technology &| Cost| in value| Value| |the period*|
|Portfolio company |General VCT PLC| £'000| £'000| £'000| | £'000|
+--------------------+---------------+------+----------+------+ +-----------+
| | | | | | | |
| | | | | | | |
|Radnor House School | | | | | | |
|(Holdings) Limited | 11.1| 1,930| 594| 2,524| | 29|
| | | | | | | |
|Kensington Health | | | | | | (24)|
|Clubs Limited | 14.7| 3,494| (1,090)| 2,404| | |
| | | | | | | |
|The Charnwood Pub | | | | | | 15|
|Company Limited | 12.2| 2,598| (985)| 1,613| | |
| | | | | | | |
|Bravo Inns II | | | | | | 53|
|Limited | 9.3| 1,415| (21)| 1,394| | |
| | | | | | | |
|The Weybridge Club | | | | | | (1)|
|Limited | 6.7| 1,314| (179)| 1,135| | |
| | | | | | | |
|Orchard Portman | | | | | | (17)|
|Hospital Limited | 16.2| 1,080| (15)| 1,065| | |
| | | | | | | |
|The Q Garden Company| | | | | | 8|
|Limited | 33.4| 2,401| (1,410)| 991| | |
| | | | | | | |
|Taunton Hospital | | | | | | (25)|
|Limited | 15.8| 1,000| (26)| 974| | |
| | | | | | | |
|Bravo Inns Limited | 16.1| 1,430| (526)| 904| | 22|
| | | | | | | |
|Masters | | | | | | 127|
|Pharmaceuticals | | | | | | |
|Limited | 3.7| 727| (25)| 702| | |
| | | | | | | |
|TEG Biogas (Perth) | | | | | | 43|
|Limited | 9.4| 563| 60| 623| | |
| | | | | | | |
|Nelson House | | | | | | 25|
|Hospital Limited | 6.0| 553| 25| 578| | |
| | | | | | | |
|Chichester Holdings | | | | | | 10|
|Limited | 15.2| 2,000| (1,464)| 536| | |
| | | | | | | |
|Prime Care Holdings | | | | | | (287)|
|Limited | 15.6| 930| (412)| 518| | |
| | | | | | | |
|The Street by Street| | | | | | |
|Solar Programme | | | | | | |
|Limited | 4.5| 451| 3| 454| | 4|
| | | | | | | |
|Regenerco Renewable | | | | | | (3)|
|Energy Limited | 5.7| 446| -| 446| | |
| | | | | | | |
|Hilson Moran | | | | | | 32|
|Holdings Limited | 5.5| 391| 32| 423| | |
| | | | | | | |
|Alto Prodotto Wind | | | | | | (2)|
|Limited | 3.9| 350| -| 350| | |
| | | | | | | |
|Consolidated PR | | | | | | (151)|
|Limited | 21.7| 570| (261)| 309| | |
| | | | | | | |
|CS (Brixton) Limited| 3.9| 165| 130| 295| | 8|
| | | | | | | |
|CS (Norwich) Limited| 12.5| 200| 54| 254| | 8|
| | | | | | | |
|Premier Leisure | | | | | | (3)|
|(Suffolk) Limited | 13.6| 1,000| (774)| 226| | |
| | | | | | | |
|Peakdale Molecular | | | | | | 5|
|Limited** | n/a| 222| -| 222| | |
| | | | | | | |
|Tower Bridge Health | | | | | | 7|
|Clubs Limited | 2.9| 164| 42| 206| | |
| | | | | | | |
|AVESI Limited | 4.3| 134| -| 134| | -|
| | | | | | | |
|CS (Greenwich) | | | | | | 3|
|Limited | 2.0| 103| 30| 133| | |
| | | | | | | |
|The Dunedin Pub | | | | | | -|
|Company VCT Limited | 10.4| 107| (4)| 103| | |
| | | | | | | |
|CS (Exeter) Limited | 4.0| 65| (7)| 58| | 3|
| | | | | | | |
|Greenenerco Limited | 1.4| 50| -| 50| | -|
| | | | | | | |
|City Screen | | | | | | 2|
|(Liverpool) Limited | 4.5| 56| (9)| 47| | |
| | | | | | | |
|GB Pub Company VCT | | | | | | (4)|
|Limited | 3.9| 142| (130)| 12| | |
| | | | | | | |
| | | | | | | |
+--------------------+---------------+------+----------+------+ +-----------+
|Total non-technology| | | | | | (113)|
|investments | |26,051| (6,368)|19,683| | |
+--------------------+---------------+------+----------+------+ +-----------+
|Total qualifying | | | | | | 153|
|investments | |39,647| (7,583)|32,064| | |
+--------------------+---------------+------+----------+------+ +-----------+
* As adjusted for additions and disposals during the period.
** This part of the Peakdale investment is in loan stock secured against debtors
and property and is classified as a non-technology holding.
The following is a summary of the non-qualifying fixed asset investments as at
30 June 2012:
+----------------------+---------------+-----+----------+-----+ +-----------+
| |% voting rights| |Cumulative| | | Change in|
| | held by Albion| | movement| | | value for|
| | Technology &| Cost| in value|Value| |the period*|
|Portfolio company |General VCT PLC|£'000| £'000|£'000| | £'000|
+----------------------+---------------+-----+----------+-----+ +-----------+
| | | | | | | |
| | | | | | | |
|Albion Investment | | | | | | |
|Properties Limited | 22.6| 434| (54)| 380| | (8)|
| | | | | | | |
|Rostima Holdings | | | | | | -|
|Limited | n/a| 138| -| 138| | |
| | | | | | | |
|Evolutions Television | | | | | | -|
|Limited | n/a| 22| -| 22| | |
| | | | | | | |
|Consolidated PR | | | | | | (31)|
|Limited | 21.7| 33| (12)| 21| | |
| | | | | | | |
|Evolutions Group | | | | | | -|
|Limited | 22.3| 37| (28)| 9| | |
| | | | | | | |
| | | | | | | |
+----------------------+---------------+-----+----------+-----+ +-----------+
|Total non-qualifying | | | | | | (39)|
|investments | | 664| (94)| 570| | |
+----------------------+---------------+-----+----------+-----+ +-----------+
* As adjusted for additions and disposals during the period.
Summary income statement
+---------------+----+---------------------+---------------------+---------------------+
| | | Unaudited | Unaudited | Audited |
| | | six months ended | six months ended | year ended |
| | | 30 June 2012 | 30 June 2011 | 31 December 2011 |
+---------------+----+-------+-------+-----+-------+-------+-----+-------+-------+-----+
| | |Revenue|Capital|Total|Revenue|Capital|Total|Revenue|Capital|Total|
| |Note| £'000| £'000|£'000| £'000| £'000|£'000| £'000| £'000|£'000|
+---------------+----+-------+-------+-----+-------+-------+-----+-------+-------+-----+
|Gains on | | | | | | | | | | |
|investments | 3| -| 162| 162| -| 1,022|1,022| -| 687| 687|
| | | | | | | | | | | |
|Investment | | | | | | | | | | |
|income | 4| 669| -| 669| 584| -| 584| 1,257| -|1,257|
| | | | | | | | | | | |
|Investment | | | | | | | | | | |
|management fees| | (107)| (323)|(430)| (109)| (330)|(439)| (216)| (647)|(863)|
| | | | | | | | | | | |
|Other expenses | | (104)| -|(104)| (111)| -|(111)| (206)| -|(206)|
| +----+-------+-------+-----+-------+-------+-----+-------+-------+-----+
|Return/(loss) | | | | | | | | | | |
|on ordinary | | | | | | | | | | |
|activities | | | | | | | | | | |
|before tax | | 458| (161)| 297| 364| 692|1,056| 835| 40| 875|
| | | | | | | | | | | |
|Tax | | | | | | | | | | |
|(charge)/credit| | | | | | | | | | |
|on ordinary | | | | | | | | | | |
|activities | | (111)| 84| (27)| (76)| 85| 9| (184)| 172| (12)|
| +----+-------+-------+-----+-------+-------+-----+-------+-------+-----+
|Return/(loss) | | | | | | | | | | |
|attributable to| | | | | | | | | | |
|shareholders | | 347| (77)| 270| 288| 777|1,065| 651| 212| 863|
| +----+-------+-------+-----+-------+-------+-----+-------+-------+-----+
|Basic and | | | | | | | | | | |
|diluted | | | | | | | | | | |
|return/(loss) | | | | | | | | | | |
|per share | | | | | | | | | | |
|(pence)* | 6| 0.90| (0.20)| 0.70| 0.70| 2.00| 2.70| 1.60| 0.60| 2.20|
+---------------+----+-------+-------+-----+-------+-------+-----+-------+-------+-----+
* excluding treasury shares
Comparative figures have been extracted from the unaudited Half-yearly Financial
Report for the six months ended 30 June 2011 and the audited statutory accounts
for the year ended 31 December 2011.
The accompanying notes form an integral part of this Half-yearly Financial
Report.
The total column of this Summary income statement represents the profit and loss
account of the Company. The supplementary revenue and capital columns have been
prepared in accordance with the Association of Investment Companies' Statement
of Recommended Practice.
All revenue and capital items in the above statement derive from continuing
operations.
There are no recognised gains or losses other than the results for the periods
disclosed above. Accordingly a Statement of total recognised gains and losses is
not required. The difference between the reported profit/(loss) on ordinary
activities before tax and the historical profit is due to the fair value
movements on investments. As a result a note on historical cost profit and
losses has not been prepared.
Summary balance sheet
+------------------------------+----+------------+------------+----------------+
| | | Unaudited | Unaudited | Audited |
| | |30 June 2012|30 June 2011|31 December 2011|
| |Note| £'000 | £'000 | £'000 |
+------------------------------+----+------------+------------+----------------+
|Fixed asset investments | | | | |
| | | | | |
|Qualifying | | 32,064| 29,124| 30,353|
| | | | | |
|Non-qualifying | | 570| 1,573| 627|
| | +------------+------------+----------------+
|Total fixed asset investments | | 32,634| 30,697| 30,980|
| | | | | |
| | | | | |
| | | | | |
|Current assets | | | | |
| | | | | |
|Trade and other debtors | | 203| 68| 195|
| | | | | |
|Current asset investments | | 282| 1,000| 1,238|
| | | | | |
|Cash at bank and in hand | 9| 1,404| 3,729| 1,447|
| | +------------+------------+----------------+
| | | 1,889| 4,797| 2,880|
| | | | | |
| | | | | |
| | | | | |
|Creditors: amounts falling due| | | | |
|within one year | | (402)| (349)| (313)|
| | +------------+------------+----------------+
|Net current assets | | 1,487| 4,448| 2,567|
| | +------------+------------+----------------+
|Net assets | | 34,121| 35,145| 33,547|
| | +------------+------------+----------------+
| | | | | |
| | | | | |
|Capital and reserves | | | | |
| | | | | |
|Called up share capital | 7| 26,824| 21,809| 21,862|
| | | | | |
|Share premium | | 1,594| 929| 959|
| | | | | |
|Capital redemption reserve | | 449| 4,473| 4,473|
| | | | | |
|Unrealised capital reserve | | (7,664)| (9,355)| (8,001)|
| | | | | |
|Special reserve | | 5,765| 9,525| 6,862|
| | | | | |
|Treasury shares reserve | | (3,590)| (2,927)| (3,417)|
| | | | | |
|Realised capital reserve | | 8,832| 9,489| 9,246|
| | | | | |
|Revenue reserve | | 1,911| 1,202| 1,563|
| | +------------+------------+----------------+
|Total equity shareholders' | | | | |
|funds | | 34,121| 35,145| 33,547|
| | +------------+------------+----------------+
| | | | | |
| | | | | |
|Basic and diluted net asset | | | | |
|value per share (pence)* | | 83.30| 87.90| 85.10|
+------------------------------+----+------------+------------+----------------+
* excluding treasury shares
Comparative figures have been extracted from the unaudited Half-yearly Financial
Report for the six months ended 30 June 2011 and the audited statutory accounts
for the year ended 31 December 2011.
The accompanying notes form an integral part of this Half-yearly Financial
Report.
These Financial Statements were approved by the Board of Directors and
authorised for issue on 16 August 2012, and were signed on its behalf by
Dr N E Cross
Chairman
Company number: 4114310
Summary reconciliation of movements in shareholders' funds
+-------------+-------+-------+----------+----------+--------+--------+--------+--------+-------+
| |Called-| | | | | | | | |
| | up | | Capital |Unrealised| |Treasury|Realised| | |
| | share | Share |redemption| capital |Special | shares |capital |Revenue | |
| |capital|premium| reserve | reserve* |reserve*|reserve*|reserve*|reserve*| Total |
| | | | | | | | | | |
| | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
+-------------+-------+-------+----------+----------+--------+--------+--------+--------+-------+
|1 January | | | | | | | | | |
|2012 | | | | | | | | | |
|(Audited) | 21,862| 959| 4,473| (8,001)| 6,862| (3,417)| 9,246| 1,563| 33,547|
| | | | | | | | | | |
|Return/ | | | | | | | | | |
|(loss) for | | | | | | | | | |
|the period | -| -| -| 148| -| -| (225)| 347| 270|
| | | | | | | | | | |
|Transfer of | | | | | | | | | |
|previously | | | | | | | | | |
|unrealised | | | | | | | | | |
|losses to | | | | | | | | | |
|realised | | | | | | | | | |
|losses | -| -| -| 189| -| -| (189)| -| -|
| | | | | | | | | | |
|Issue of | | | | | | | | | |
|deferred | | | | | | | | | |
|share | 4,073| -| (4,073)| -| -| -| -| -| -|
| | | | | | | | | | |
|Purchase of | | | | | | | | | |
|own treasury | | | | | | | | | |
|shares | -| -| -| -| -| (252)| -| -| (252)|
| | | | | | | | | | |
|Cancellation | | | | | | | | | |
|of treasury | | | | | | | | | |
|shares | (50)| -| 50| -| (79)| 79| -| -| -|
| | | | | | | | | | |
|Issue of | | | | | | | | | |
|equity | | | | | | | | | |
|(net of | | | | | | | | | |
|costs) | 939| 635| -| -| -| -| -| -| 1,574|
| | | | | | | | | | |
|Transfer from| | | | | | | | | |
|special | | | | | | | | | |
|reserve to | | | | | | | | | |
|revenue | | | | | | | | | |
|reserve | -| -| -| -| (1,018)| -| -| 1,018| -|
| | | | | | | | | | |
|Dividends | | | | | | | | | |
|paid | -| -| -| -| -| -| -| (1,018)|(1,018)|
+-------------+-------+-------+----------+----------+--------+--------+--------+--------+-------+
|As at 30 June| | | | | | | | | |
|2012 | | | | | | | | | |
|(Unaudited) | 26,824| 1,594| 449| (7,664)| 5,765| (3,590)| 8,832| 1,911| 34,121|
+-------------+-------+-------+----------+----------+--------+--------+--------+--------+-------+
+-------------+-------+-------+----------+----------+--------+--------+--------+--------+-------+
|1 January | | | | | | | | | |
|2011 | | | | | | | | | |
|(Audited) | 24,772| 294| 400| (9,312)| 14,914| (2,166)| 4,278| 911| 34,091|
| | | | | | | | | | |
|Return/ | | | | | | | | | |
|(loss) for | | | | | | | | | |
|the period | -| -| -| (226)| -| -| 1,003| 288| 1,065|
| | | | | | | | | | |
|Transfer of | | | | | | | | | |
|previously | | | | | | | | | |
|unrealised | | | | | | | | | |
|losses to | | | | | | | | | |
|realised | | | | | | | | | |
|losses | -| -| -| 183| -| -| (183)| -| -|
| | | | | | | | | | |
|Transfer on | | | | | | | | | |
|conversion of| | | | | | | | | |
|C shares |(4,073)| -| 4,073| -| -| -| -| -| -|
| | | | | | | | | | |
|Purchase of | | | | | | | | | |
|own treasury | | | | | | | | | |
|shares | -| -| -| -| -| (761)| -| -| (761)|
| | | | | | | | | | |
|Issue of | | | | | | | | | |
|equity (net | | | | | | | | | |
|of costs) | 1,110| 635| -| -| -| -| -| -| 1,745|
| | | | | | | | | | |
|Transfer from| | | | | | | | | |
|special | | | | | | | | | |
|reserve to | | | | | | | | | |
|realised | | | | | | | | | |
|capital and | | | | | | | | | |
|revenue | | | | | | | | | |
|reserves | -| -| -| -| (5,389)| -| 4,391| 998| -|
| | | | | | | | | | |
|Dividends | | | | | | | | | |
|paid | -| -| -| -| -| -| -| (995)| (995)|
+-------------+-------+-------+----------+----------+--------+--------+--------+--------+-------+
|As at 30 June| | | | | | | | | |
|2011 | | | | | | | | | |
|(Unaudited) | 21,809| 929| 4,473| (9,355)| 9,525| (2,927)| 9,489| 1,202| 35,145|
+-------------+-------+-------+----------+----------+--------+--------+--------+--------+-------+
+-------------+-------+-------+----------+----------+--------+--------+--------+--------+-------+
| | | | | | | | | | |
|1 January | | | | | | | | | |
|2011 | | | | | | | | | |
|(Audited) | 24,772| 294| 400| (9,312)| 14,914| (2,166)| 4,278| 911| 34,091|
| | | | | | | | | | |
|Return/(loss)| | | | | | | | | |
|for the | | | | | | | | | |
|period | -| -| -| 259| -| -| (47)| 651| 863|
| | | | | | | | | | |
|Transfer of | | | | | | | | | |
|previously | | | | | | | | | |
|unrealised | | | | | | | | | |
|losses on | | | | | | | | | |
|sale of | | | | | | | | | |
|investments | -| -| -| 1,052| -| -| (1,052)| -| -|
| | | | | | | | | | |
|Transfer on | | | | | | | | | |
|conversion of| | | | | | | | | |
|C Shares |(4,073)| -| 4,073| -| -| -| -| -| -|
| | | | | | | | | | |
|Purchase of | | | | | | | | | |
|own treasury | | | | | | | | | |
|shares | -| -| -| -| -| (1,251)| -| -|(1,251)|
| | | | | | | | | | |
|Issue of | | | | | | | | | |
|equity (net | | | | | | | | | |
|of costs) | 1,163| 665| -| -| -| -| -| -| 1,828|
| | | | | | | | | | |
|Transfer from| | | | | | | | | |
|special | | | | | | | | | |
|reserve to | | | | | | | | | |
|revenue | | | | | | | | | |
|reserve | -| -| -| -| (1,985)| -| -| 1,985| -|
| | | | | | | | | | |
|Transfer from| | | | | | | | | |
|special | | | | | | | | | |
|reserve to | | | | | | | | | |
|realised | | | | | | | | | |
|capital | | | | | | | | | |
|reserve | -| -| -| -| (6,067)| -| 6,067| -| -|
| | | | | | | | | | |
|Dividends | | | | | | | | | |
|paid | -| -| -| -| -| -| -| (1,985)|(1,985)|
+-------------+-------+-------+----------+----------+--------+--------+--------+--------+-------+
|As at 31 | | | | | | | | | |
|December | | | | | | | | | |
|2011 | | | | | | | | | |
|(Audited) | 21,862| 959| 4,473| (8,001)| 6,862| (3,417)| 9,246| 1,563| 33,547|
+-------------+-------+-------+----------+----------+--------+--------+--------+--------+-------+
*Included within these reserves is an amount of £5,254,000 (30 June 2011:
£7,934,000; 31 December 2011: £6,253,000) which is considered distributable. The
special reserve has been treated as distributable in determining the amounts
available for distribution.
A transfer of £1,018,000 representing the dividend payment made from revenue
reserve has been made from the special reserve to the revenue reserve.
Summary cash flow statement
+----------------------+----+----------------+----------------+----------------+
| | | Unaudited | Unaudited | Audited |
| | |six months ended|six months ended| year ended |
| | | 30 June 2012 | 30 June 2011 |31 December 2011|
| |Note| £'000 | £'000 | £'000 |
+----------------------+----+----------------+----------------+----------------+
|Operating activities | | | | |
| | | | | |
|Investment income | | | | |
|received | | 647| 531| 1,355|
| | | | | |
|Deposit interest | | | | |
|received | | 14| 20| 42|
| | | | | |
|Dividend income | | | | |
|received | | -| -| 14|
| | | | | |
|Investment management | | | | |
|fees paid | | (413)| (428)| (875)|
| | | | | |
|Other cash payments | | (113)| (134)| (232)|
| | +----------------+----------------+----------------+
|Net cash flow from | | | | |
|operating activities | 8| 135| (11)| 304|
| | | | | |
| | | | | |
| | | | | |
|Taxation | | | | |
| | | | | |
|UK corporation tax | | | | |
|recovered | | 15| 162| 154|
| | | | | |
| | | | | |
| | | | | |
|Capital expenditure | | | | |
|and financial | | | | |
|investments | | | | |
| | | | | |
|Purchase of fixed | | | | |
|asset investments | | (2,266)| (3,131)| (5,780)|
| | | | | |
|Disposal of fixed | | | | |
|asset investments | | 767| 2,824| 4,280|
| | +----------------+----------------+----------------+
|Net cash flow from | | | | |
|investing activities | | 1,499| (307)| (1,500)|
| | | | | |
| | | | | |
| | | | | |
|Management of liquid | | | | |
|resources | | | | |
| | | | | |
|Purchase of current | | | | |
|asset investment | | -| (1,000)| (1,000)|
| | | | | |
|Disposal of current | | | | |
|asset investment | | 1,000| 1,000| 1,000|
| | +----------------+----------------+----------------+
|Net cash flow from | | | | |
|liquid resources | | 1,000| -| -|
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
|Equity dividends paid | | | | |
| | | | | |
|Dividends paid (net of| | | | |
|cost of issuing shares| | | | |
|under the Dividend | | | | |
|Reinvestment Scheme) | | (928)| (914)| (1,820)|
| | +----------------+----------------+----------------+
|Net cash flow before | | | | |
|financing | | (1,277)| (1,070)| (2,862)|
| | | | | |
| | | | | |
| | | | | |
|Financing | | | | |
| | | | | |
|Issue of share capital| | | | |
|(net of costs) | | 1,486| 1,665| 1,665|
| | | | | |
|Purchase of own shares| | (252)| (761)| (1,251)|
| | +----------------+----------------+----------------+
|Net cash flow from | | | | |
|financing | | 1,234| 904| 414|
| | +----------------+----------------+----------------+
|Net cash flow in the | | | | |
|period | 9| (43)| (166)| (2,448)|
+----------------------+----+----------------+----------------+----------------+
Notes to the unaudited summarised Financial Statements
1. Accounting convention
The Financial Statements have been prepared in accordance with the historical
cost convention, modified to include the revaluation of investments, in
accordance with applicable United Kingdom law and accounting standards and with
the Statement of Recommended Practice "Financial Statements of Investment Trust
Companies and Venture Capital Trusts" ("AIC SORP") issued by the Association of
Investment Companies in January 2009. Accounting policies have been applied
consistently in current and prior periods.
2. Accounting policies
Fixed and current asset investments
Unquoted equity investments, debt issued at a discount and convertible bonds
In accordance with FRS 26 "Financial Instruments Recognition and Measurement",
unquoted equity, debt issued at a discount and convertible bonds are designated
as fair value through profit or loss ("FVTPL"). Unquoted investments' fair value
is determined by the Directors in accordance with the September 2009
International Private Equity and Venture Capital Valuation Guidelines (IPEVCV
guidelines).
Desk-top reviews are carried out by independent RICS qualified surveyors by
updating previously prepared full valuations for current trading and market
indices. Formal valuations are prepared by similarly qualified surveyors but in
full compliance with the RICS Red Book.
Fair value movements on equity investments and gains and losses arising on the
disposal of investments are reflected in the capital column of the Income
statement in accordance with the AIC SORP and realised gains or losses on the
sale of investments will be reflected in the realised capital reserve, and
unrealised gains or losses arising from the revaluation of investments will be
reflected in the unrealised capital reserve.
Warrants and unquoted equity derived instruments
Warrants and unquoted equity derived instruments are only valued if their
exercise or contractual conversion terms would allow them to be exercised or
converted as at the balance sheet date, and if there is additional value to the
Company in exercising or converting as at the balance sheet date. Otherwise
these instruments are held at nil value. The valuation techniques used are those
used for the underlying equity investment.
Unquoted loan stock
Unquoted loan stock (excluding convertible bonds and debt issued at a discount)
are classified as loans and receivables as permitted by FRS 26 and measured at
amortised cost using the Effective Interest Rate method less impairment.
Movements in respect of capital provisions are reflected in the capital column
of the Income statement and are reflected in the realised capital reserve
following sale, or in the unrealised reserve for impairments arising from
revaluation of the fair value of the security.
For all unquoted loan stock, whether fully performing, past due or impaired, the
Board considers that the fair value is equal to or greater than the security
value of these assets. For unquoted loan stock, the amount of the impairment is
the difference between the asset's cost and the present value of estimated
future cash flows, discounted at the original effective interest rate. The
future cash flows are estimated based on the fair value of the security less the
estimated selling costs.
Current asset investments
In accordance with FRS 26, bonds and floating rate notes are designated as fair
value through profit or loss and are valued at market bid price at the balance
sheet date. Floating rate notes are classified as current asset investments as
they are investments held for the short term.
Contractual future contingent receipts on disposal of fixed asset investments
are designated at fair value through profit or loss and are subsequently
measured at fair value.
Dividend income is not recognised as part of the fair value movement of an
investment, but is recognised separately as investment income through the
revenue reserve when a share becomes ex-dividend.
Loan stock accrued interest is recognised in the Balance sheet as part of the
carrying value of the loans and receivables at the end of each reporting period.
It is not the Company's policy to exercise control or significant influence over
portfolio companies. Therefore in accordance with the exemptions under FRS 9
"Associates and joint ventures", those undertakings in which the Company holds
more than 20 per cent. of the equity are not regarded as associated
undertakings.
Investment income
Unquoted equity income
Dividend income is included in revenue when the investment is quoted ex-
dividend.
Unquoted loan stock and other preferred income
Fixed returns on non-equity shares and debt securities are recognised on a time
apportionment basis using an effective interest rate over the life of the
financial instrument. Income which is not capable of being received within a
reasonable period of time is reflected in the capital value of the investment.
Bank interest income
Interest income is recognised on an accruals basis using the rate of interest
agreed with the bank.
Floating rate note income
Floating rate note income is recognised on an accruals basis using the interest
rate applicable to the floating rate note at that time.
Investment management fees and expenses
All expenses have been accounted for on an accruals basis. Expenses are charged
through the revenue account except the following which are charged through the
realised capital reserve:
* 75 per cent. of management fees are allocated to the capital account to the
extent that these relate to an enhancement in the value of the investments.
This is in line with the Board's expectation that over the long term 75 per
cent. of the Company's investment returns will be in the form of capital
gains; and
* expenses which are incidental to the purchase or disposal of an investment
are charged through the realised capital reserve.
Performance incentive fee
In the event that a performance incentive fee crystallises, the fee will be
allocated between revenue and realised capital reserves based upon the
proportion to which the calculation of the fee is attributable to revenue and
capital returns.
Taxation
Taxation is applied on a current basis in accordance with FRS 16 "Current tax".
Taxation associated with capital expenses is applied in accordance with the
SORP. In accordance with FRS 19 "Deferred tax", deferred taxation is provided in
full on timing differences that result in an obligation at the balance sheet
date to pay more tax or a right to pay less tax, at a future date, at rates
expected to apply when they crystallise based on current tax rates and law.
Timing differences arise from the inclusion of items of income and expenditure
in taxation computations in periods different from those in which they are
included in the Financial Statements. Deferred tax assets are recognised to the
extent that it is regarded as more likely than not that they will be recovered.
The Directors have considered the requirements of FRS 19 and do not believe that
any provision for deferred tax should be made.
Reserves
Share premium account
This reserve accounts for the difference between the price paid for shares and
the nominal value of the shares, less issue costs and transfers to the special
reserve.
Capital redemption reserve
This reserve accounts for amounts by which the issued share capital is
diminished through the repurchase and cancellation of the Company's own shares.
Unrealised capital reserve
Increases and decreases in the valuation of investments held at the year end
against cost are included in this reserve.
Special reserve
The cancellation of the share premium account has created a special reserve that
can be used to fund market purchases and subsequent cancellation of own shares,
to cover gross realised losses and for other distributable purposes.
Treasury shares reserve
This reserve accounts for amounts by which the distributable reserves of the
Company are diminished through the repurchase of the Company's own shares for
treasury.
Realised capital reserve
The following are disclosed in this reserve:
* gains and losses compared to cost on the realisation of investments;
* expenses, together with the related taxation effect, charged in accordance
with the above policies; and
* dividends paid to equity holders.
Dividends
In accordance with FRS 21 "Events after the balance sheet date", dividends
declared by the Company are accounted for in the period in which the dividend
has been paid or approved by shareholders in an Annual General Meeting.
3. Gains on investments
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2012 30 June 2011 31 December 2011
£'000 £'000 £'000
-------------------------------------------------------------------------------
Unrealised losses on fixed
asset investments held at
fair value through profit
or loss account (184) (327) (138)
Unrealised reversals of
impairments on fixed asset
investments held at
amortised cost 332 101 397
---------------------------------------------------
Unrealised gains/(losses)
sub total 148 (226) 259
Realised gains/(losses) on
investments held at fair
value through profit or
loss account 14 712 (147)
Realised gains on
investments held at
amortised cost - 541 580
Realised losses on current
asset investments held at
fair value through profit
or loss account - (5) (5)
---------------------------------------------------
Realised gains sub total 14 1,248 428
---------------------------------------------------
162 1,022 687
---------------------------------------------------
Investments valued on an amortised cost basis are unquoted loan stock
instruments as described in note 2.
4. Investment income
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2012 30 June 2011 31 December 2011
£'000 £'000 £'000
-------------------------------------------------------------------------------
Income recognised on
investments held at fair
value through profit or
loss account
UK dividend income - - 14
Floating rate note interest - 10 10
Income from convertible
bonds and discounted debt 69 23 95
Other income 1 1 1
---------------------------------------------------
70 34 120
Income recognised on
investments held at
amortised cost
Return on loan stock
investments 593 531 1,103
Bank deposit interest 6 19 34
---------------------------------------------------
599 550 1,137
---------------------------------------------------
669 584 1,257
---------------------------------------------------
All of the Company's income is derived from operations based in the United
Kingdom.
5. Dividends
Unaudited Unaudited Audited
six months ended six months ended Year ended
30 June 2012 30 June 2011 31 December 2011
£'000 £'000 £'000
-------------------------------------------------------------------------------
Dividend of 2.50p per
Ordinary share paid on 28
April 2011 - 998 998
Dividend of 2.50p per
Ordinary share paid on 28
October 2011 - - 987
Dividend of 2.50p per
Ordinary share paid on 30
April 2012 1,018 - -
---------------------------------------------------
1,018 998 1,985
---------------------------------------------------
The Directors have declared a dividend of 2.50 pence per Ordinary share (total
approximately £1,024,000) payable on 31 October 2012 to shareholders on the
register as at 5 October 2012.
6. Basic and diluted return/(loss) per share
Unaudited Unaudited Audited
six months six months year ended
ended ended 31 December
30 June 2012 30 June 2011 2011
-------------------------------------------------------------------------------
Revenue Capital Revenue Capital Revenue Capital
Return/(loss) attributable to
Ordinary shares (£'000) 347 (77) 288 777 651 212
Weighted average shares in 40,425,530 39,783,152 39,764,003
issue
Return/(loss) per Ordinary
share (pence) 0.90 (0.20) 0.70 2.00 1.60 0.60
There are no convertible instruments, derivatives or contingent share agreements
in issue for Albion Technology & General VCT PLC hence there are no dilution
effects to the return per share. The basic return per share is therefore the
same as the diluted return per share.
7. Share capital
Unaudited Unaudited Audited
30 June 2012 30 June 2011 31 December 2011
£'000 £'000 £'000
-------------------------------------------------------------------------------
Allotted, called up and fully paid
45,501,719 Ordinary shares of 50p
each (30 June 2011: 43,618,301; 31
December 2011: 43,723,776) 22,751 21,809 21,862
1 Deferred share of £4,073,164 (30
June 2011: nil; 31 December 2011:
nil) 4,073 - -
-------------------------------------------
26,824 21,809 21,862
-------------------------------------------
Voting rights
40,972,719 Ordinary shares of 50p each (net of treasury shares) (30 June
2011: 39,961,929; 31 December 2011: 39,433,404).
Following approval by shareholders at the General Meeting on 22 June 2012, 1
deferred share with a nominal value of £4,073,164 (30 June 2011: nil; 31
December 2011; nil) was issued during the period. The deferred share has no
voting rights, no right to receive a dividend or any other form of income from
the Company. As outlined in note 11, the deferred share was cancelled in July
2012, and the balance was transferred to the special reserve.
Under the terms of the Dividend Reinvestment Scheme, the following Ordinary
shares of nominal value 50p were allotted:
Mid-market price
per
share on
Issue price Net consideration allotment date
Date of Number of (pence per received (pence per
allotment shares allotted share) (£'000) share)
-------------------------------------------------------------------------------
30 April 2012 119,999 82.60 88 65.00
Under the terms of the Albion VCTs Linked Top Up Offers 2011/2012, the following
Ordinary shares of nominal value 50p each were allotted:
Mid-market
price per
share on
Issue price Net consideration allotment date
Date of Number of (pence per received (pence per
allotment shares allotted share) (£'000) share)
-------------------------------------------------------------------------------
10 January 2012 449,000 88.90 378 76.00
20 March 2012 487,304 88.90 410 73.00
5 April 2012 736,583 90.10 627 73.00
31 May 2012 84,429 88.30 71 65.00
----------------- --------------------
1,757,316 1,486
----------------- --------------------
The Albion VCTs Linked Top Up Offers 2011/2012 closed on 31 May 2012. In
aggregate, the Company raised a total of £1.5 million.
During the period to 30 June 2012 the Company purchased 338,000 Ordinary shares
(30 June 2011: 723,000 Ordinary shares and 337,300 C shares*; 31 December
2011: 1,357,000 Ordinary shares and 337,300 C shares*) to be held in treasury at
a cost of £250,000 (30 June 2011: £561,000 for Ordinary shares and £200,000 for
C shares*; 31 December 2011: £1,051,000 for Ordinary shares and £200,000 for C
shares*), representing 0.8 per cent. of the Ordinary shares in issue (excluding
treasury shares) as at 31 December 2011. The shares purchased for treasury were
funded from the Treasury shares reserve.
he C shares were converted to Ordinary shares on 31 March 2011 at a ratio of
0.7779 Ordinary shares for each C share.
During the period to 30 June 2012 the Company also cancelled 99,372 shares from
the Treasury share reserve, leaving a balance of 4,529,000 Ordinary shares in
treasury (30 June 2011: 3,656,372; 31 December 2011: 4,290,372) which represents
9.9 per cent. of the issued share capital as at 30 June 2012.
8. Reconciliation of revenue return on ordinary activities before taxation to
net cash flow from operating activities
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2012 30 June 2011 31 December 2011
£'000 £'000 £'000
-------------------------------------------------------------------------------
Revenue return on ordinary
activities before tax 458 364 835
Investment management fee
charged to capital (323) (330) (647)
Movement in accrued
amortised loan stock
interest (38) (39) 160
(Increase)/decrease in
operating debtors (8) (10) 1
Decrease/(increase) in
operating creditors 46 4 (45)
---------------------------------------------------
Net cash flow from
operating activities 135 (11) 304
---------------------------------------------------
9. Analysis of change in cash during the period
Unaudited Unaudited Audited
six months ended six months ended year ended
30 June 2012 30 June 2011 31 December 2011
£'000 £'000 £'000
-------------------------------------------------------------------------
Opening cash balances 1,447 3,895 3,895
Net cash flow (43) (166) (2,448)
---------------------------------------------------
End of the period 1,404 3,729 1,447
---------------------------------------------------
10. Commitments and contingencies
As at 30 June 2012, the Company was committed to making a further investment of
£72,000 in AMS Sciences Limited.
There are no contingencies or guarantees of the Company as at 30 June 2012 (30
June 2011 and 31 December 2011: nil).
11. Post balance sheet events
Since 30 June 2012, the Company has completed the following material
transactions:
* Investment in Rostima Holdings Limited of £23,000 in July 2012;
* Investment in AMS Sciences Limited of £72,000 in August 2012;
* Investment in Nelson House Hospital Limited of £17,000 in August 2012;
* Repayment of £89,000 of loan stock from The Charnwood Pub Company Limited in
July 2012;
* As approved by shareholders at the General Meeting on 22 June 2012, the
Company received the consent of the court on 11 July 2012 to reduce the
nominal value of its shares from 50 pence to one penny, cancel and
extinguish the deferred share issued on conversion of C Shares to Ordinary
shares, and to cancel its capital redemption and share premium reserves.
12. Related party transactions
The Manager, Albion Ventures LLP, is considered to be a related party by virtue
of the fact that Patrick Reeve, a Director of the Company, is also the Managing
Partner of the Manager. The Manager is party to a management agreement with the
Company. During the period, services of a total value of £430,000 (30 June
2011: £439,000; 31 December 2011: £863,000) were purchased by the Company from
Albion Ventures LLP. At the financial period end, the amount due to Albion
Ventures LLP in respect of these services was £220,000 (30 June 2011: £227,000;
31 December 2011: £201,000).
Patrick Reeve is the Managing Partner of the Manager, Albion Ventures LLP.
During the year, the Company was charged £11,000 (including VAT) by Albion
Ventures LLP in respect of his services as a Director (30 June 2011: £11,000;
31 December 2011: £21,000). At the period end, the amount due to Albion
Ventures LLP in respect of these services was £5,000 (30 June 2011: £5,000; 31
December 2011: £5,000).
Albion Ventures LLP holds 1,012 fractional entitlement shares of the Company as
a result of the conversion of C shares to Ordinary shares on 31 March 2011.
These shares will be sold for the benefit of the Company at a later date.
There are no other related party transactions or balances requiring disclosure.
13. Going concern
The Board's assessment of liquidity risk remains unchanged since the last Annual
Report and Financial Statements for the year ended 31 December 2011, and is
detailed on page 49 of those accounts. The Company has adequate cash and liquid
resources. The portfolio of investments is diversified in terms of sector, and
the major cash outflows of the Company (namely investments, dividends and share
buy-backs) are within the Company's control. Accordingly, after making diligent
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, the Directors have adopted the going concern basis in
preparing this Half-yearly Financial Report and this is in accordance with
'Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009'
published by the Financial Reporting Council.
14. Risks and uncertainties
The Board considers that the Company faces the following major risks and
uncertainties:
1. Economic risk
Changes in economic conditions, including, for example, interest rates, rates of
inflation, industry conditions, competition, political and diplomatic events and
other factors could substantially and adversely affect the Company's prospects
in a number of ways.
To reduce this risk, in addition to investing equity in portfolio companies, the
Company often invests in secured loan stock and has a policy of not permitting
any external bank borrowings within portfolio companies. Additionally, the
Manager has been rebalancing the sector exposure of the portfolio with a view to
reducing reliance on consumer led sectors.
2. Investment risk
This is the risk of investment in poor quality assets which reduces the capital
and income returns to shareholders, and negatively impacts on the Company's
reputation. By nature, smaller unquoted businesses, such as those that qualify
for venture capital trust purposes, are more fragile than larger, long
established businesses.
To reduce this risk, the Board places reliance upon the skills and expertise of
the Manager and its strong track record for investing in this segment of the
market. In addition, the Manager operates a formal and structured investment
process, which includes an Investment Committee, comprising investment
professionals from the Manager and at least one external investment
professional. The Manager also invites and takes account of comments from non-
executive Directors of the Company on investments discussed at the Investment
Committee meetings. Investments are actively and regularly monitored by the
Manager (investment managers normally sit on investee company boards) and the
Board receives detailed reports on each investment as part of the Manager's
report at quarterly board meetings. It is the policy of the Company for
portfolio companies to not normally have external borrowings.
3. Valuation risk
The Company's investment valuation method is reliant on the accuracy and
completeness of information that is issued by portfolio companies. In
particular, the Directors may not be aware of or take into account certain
events or circumstances which occur after the information issued by such
companies is reported.
As described in note 2, the unquoted equity investments, convertible loan stock
and debt issued at a discount held by the Company are designated at fair value
through profit or loss and valued in accordance with the International Private
Equity and Venture Capital Valuation Guidelines. These guidelines set out
recommendations, intended to represent current best practice on the valuation of
venture capital investments. These investments are valued on the basis of
forward looking estimates and judgments about the business itself, its market
and the environment in which it operates, together with the state of the mergers
and acquisitions market, stock market conditions and other factors. In making
these judgments the valuation takes into account all known material facts up to
the date of approval of the Financial Statements by the Board. All other
unquoted loan stock is measured at amortised cost.
4. Venture Capital Trust approval risk
The Company's current approval as a venture capital trust allows investors to
take advantage of tax reliefs on initial investment and ongoing tax free capital
gains and dividend income. Failure to meet the qualifying requirements could
result in investors losing the tax relief on initial investment and loss of tax
relief on any tax-free income or capital gains received. In addition, failure to
meet the qualifying requirements could result in a loss of listing of the
shares.
To reduce this risk, the Board has appointed the Manager, who has a team with
significant experience in venture capital trust management, used to operating
within the requirements of the venture capital trust legislation. In addition,
to provide further formal reassurance, the Board has appointed
PricewaterhouseCoopers LLP as its taxation advisor. PricewaterhouseCoopers LLP
report quarterly to the Board to independently confirm compliance with the
venture capital trust legislation, to highlight areas of risk and to inform on
changes in legislation.
5. Compliance risk
The Company is listed on The London Stock Exchange and is required to comply
with the rules of the UK Listing Authority, as well as with the Companies Act,
Accounting Standards and other legislation. Failure to comply with these
regulations could result in a delisting of the Company's shares, or other
penalties under the Companies Act or from financial reporting oversight bodies.
Board members and the Manager have experience of operating at senior levels
within quoted businesses. In addition, the Board and the Manager receive regular
updates on new regulation from its auditor, lawyers and other professional
bodies.
6. Internal control risk
Failures in key controls, within the Board or within the Manager's business,
could put assets of the Company at risk or result in reduced or inaccurate
information being passed to the Board or to shareholders.
The Audit Committee meets with the Manager's Internal Auditor, Littlejohn LLP,
when required, receiving a report regarding the last formal internal audit
performed on the Manager, and providing the opportunity for the Audit Committee
to ask specific and detailed questions. Dr Neil Cross, as Audit Committee
Chairman, met with the internal audit Partner of Littlejohn LLP in January 2012
to discuss the most recent Internal Audit Report on the Manager. The Manager has
a comprehensive business continuity plan in place in the event that operational
continuity is threatened. Further details regarding the Board's management and
review of the Company's internal controls through the implementation of the
Turnbull guidance are detailed on page 28 of the Annual Report and Financial
Statements for the year ended 31 December 2011.
Measures are in place to mitigate information risk in order to ensure the
integrity, availability and confidentiality of information used within the
business.
7. Reliance upon third parties risk
The Company is reliant upon the services of Albion Ventures LLP for the
provision of investment management and administrative functions. There are
provisions within the management agreement for the change of Manager under
certain circumstances (for further detail, see the management agreement
paragraph on page 21 of the Annual Report and Financial Statements for the year
ended 31 December 2011). In addition, the Manager has demonstrated to the Board
that there is no undue reliance placed upon any one individual within Albion
Ventures LLP.
8. Financial risks
By its nature, as a venture capital trust, the Company is exposed to investment
risk (which comprises investment price risk and cash flow interest rate risk),
credit risk and liquidity risk. The Company's policies for managing these risks
and its financial instruments are outlined in full in note 19 to the Annual
Report and Financial Statements for the year ended 31 December 2011.
All of the Company's income and expenditure is denominated in sterling and hence
the Company has no foreign currency risk. The Company is financed through equity
and does not have any borrowings. The Company does not use derivative financial
instruments for speculative purposes.
15. Other information
The information set out in this Half-yearly Financial Report does not constitute
the Company's statutory accounts within the terms of section 434 of the
Companies Act 2006 for the periods ended 30 June 2012 and 30 June 2011, and is
unaudited. The information for the year ended 31 December 2011 does not
constitute statutory accounts within the terms of section 434 of the Companies
Act 2006 but is derived from the audited statutory accounts for the financial
year, which were unqualified and which have been delivered to the Registrar of
Companies. The Auditors reported on those accounts; their report was unqualified
and did not contain a statement under s498 (2) or (3) of the Companies Act 2006.
16. Publication
This Half-yearly Financial Report is being sent to shareholders and copies will
be made available to the public at the registered office of the Company,
Companies House, the National Storage Mechanism and also electronically at
www.albion-ventures.co.uk under the 'Our Funds' section.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Albion Technology & General VCT PLC - Ordinary Shares via Thomson Reuters ONE
[HUG#1634420]