Baronsmead 2vt Regulatory News (BMD)

Baronsmead VCT 3 plc

Half-Yearly Financial Report

For the six months ended 30 June 2014

The Directors announce the unaudited Half-Yearly Financial Report for the six months to 30 June 2014 as follows:-

Investment Objective

Baronsmead VCT 3 plc is a tax efficient listed company which aims to achieve long-term investment returns for private investors.

Investment policy

· To invest primarily in a diverse portfolio of UK growth businesses, whether unquoted or traded on AIM.

· Investments are made selectively across a range of sectors in companies that have the potential to grow and enhance their value.

Dividend policy

The Board of Baronsmead VCT 3 has the objective to maintain a minimum annual dividend level of around 4.5p per ordinary share if possible, but this depends primarily on the level of realisations achieved and cannot be guaranteed.

Since 2007, the average annual tax free dividend paid to shareholders has been 7.6p per share (equivalent to a pre-tax return of 10.0p per share for a higher rate taxpayer). For shareholders who received up front tax reliefs, their returns would have been higher.

Share price discount policy

The Company buys back its shares if, in the opinion of the Board, a repurchase would be in the best interests of the Company's shareholders as a whole. Shares are bought back through the market rather than directly from shareholders. This minimises the number of shares bought back by the Company while maximising the opportunity for investors to invest in the Company's existing shares.

The Board's current policy is to seek to maintain a mid share price discount of approximately 5 per cent to net asset value, depending on market conditions at the time.

Shareholder choice

The Board provides shareholders with a number of choices that enable them to utilise their investment in

Baronsmead VCT 3 in ways that best suit their personal investment and tax planning, in a way that treats all

shareholders equally.

· Fund raising - From time to time the Company seeks to raise additional funds by issuing new shares at a premium to the latest published net asset value to account for issue costs. In February 2014, the Company's offer for subscription to raise £10 million (£9.7 million after costs) was fully subscribed.

· Dividend Reinvestment Plan - The Company offers a Dividend Reinvestment Plan which enables shareholders to purchase additional shares through the market in lieu of cash dividends. Approximately 662,000 shares were bought in this way between 31 December 2013 and 30 June 2014.

· Buy back of shares - From time to time the Company buys its own shares through the market in order to maintain a mid share price discount of approximately 5 per cent to net asset value. In the six months to 30 June 2014, no shares were bought back in this way.

· Secondary market - The Company's shares are listed on the London Stock Exchange and can be bought using a stockbroker or authorised share dealing service in the same way as shares of any other listed company. In addition to the shares bought by participants of the Dividend Reinvestment Plan, approximately 311,000 shares were bought by investors in the Company's existing shares in the six months to 30 June 2014.

FINANCIAL HEADLINES

· +4.2% - Net asset value ("NAV") per share increased 4.2 per cent to 118.15p in the six months to 30 June 2014 before deduction of the interim dividend.

· 255.9p - NAV total return to shareholders for every 100.0p invested at launch 

· 8.0p - Dividend payments of 8.0p for the six months to 30 June 2014.

· £1.8m - £1.1m unquoted investments and £0.7m quoted investments made in the six months to 30 June 2014.

CHAIRMAN'S STATEMENT

I am delighted to report an uplift of 4.75p in the underlying Net Asset Value per share for the six months to 30 June 2014. This was largely attributable to an increase in valuation of the quoted portfolio. Following the profitable realisation of several older investments in the latter half of 2013, an interim dividend of 8p a share was paid on 7 March 2014.

RESULTS AND DIVIDENDS

The NAV increased during the period from 113.40p to 118.15p per share before taking account of the interim dividend of 8p paid in on 7 March 2014.

This growth was largely driven by the quoted portfolio which increased by approximately 8 per cent (including the investment in Wood Street Microcap Fund). This is a welcome reward for patience through the uncertain market conditions in recent years and it helps to confirm the investment style of the Company which concentrates on the fundamentals of management quality and business innovation.

The Company has paid annual dividends of 7.5p per share for the last seven years: typically 3.0p per share at the half year and further dividend of 4.5p per share at the full year. The interim dividend of 8.0p per share paid in March 2014 by itself exceeds the usual annual dividend. However, in the absence of unforeseen circumstances, it is anticipated that a second interim dividend will be paid during September 2014

LONG TERM PERFORMANCE

The Company's objective continues to be focused on generating consistent returns over the long-term through investing in a portfolio of small unquoted and AIM traded companies with strong growth prospects.

Investment performance over the past six months has built on that achieved in recent years. The NAV total return for each 100p invested in Baronsmead VCT 3 has increased to 216.4p over ten years (255.9p since launch in 2001) before taking VCT tax reliefs into account. Cumulative tax free dividends in the past ten years have been 77p per share (86.3p per share for founder shareholders since launch).

PORTFOLIO REVIEW

At 30 June 2014, the Company had investments in 69 unquoted and AIM-traded companies. In addition, the investment in Wood Street Microcap Fund gives investment exposure to a further 40 AIM-traded and fully listed companies, making a total of 109 companies.

The unquoted portfolio valuation increased by 2.8 per cent during the period as a result of steady progress and increases in value of some investees being partly offset by the reduction in value of others. This is also a reflection of the shorter periods that some of these investments have been held, following the disposals of several of our more mature holdings in the latter half of 2013. As a result, the 8.1 per cent increase in the value of the quoted portfolio was the main driver of the growth in the value of the NAV.

Investment and Divestment Activity

Following a busy period of investment activity in the six months to 31 December 2013, the six months under review was more muted. A total of £1.8 million was invested in 3 new and 5 follow-on investments. The Manager has been focussed on developing new investment opportunities and we look forward to seeing a number of these becoming new portfolio companies over the next six to twelve months.

Divestment activity has remained steady with £5.2m of realised proceeds from sales during the period under review. From the unquoted portfolio, the gains realised from the successful sale of Inspired Thinking Group were largely offset by the loss realised from the sale of Empire World Trade. It is pleasing to note that the Manager has begun the process of consolidating the gains achieved in the quoted portfolio with partial realisations from a number of quoted companies, with the realised profits representing a return of approximately 1.9 times cost.

The tables below provide further information concerning the Company's investments and divestments during the period.

SHAREHOLDER MATTERS

Fundraising

An offer for subscription to raise gross proceeds of up to £10 million before expenses was launched on 22 January 2014. I am very pleased to report that the Company's offer was fully subscribed by 19 February 2014, raising £9.7 million net of expenses. On behalf of the Board of Directors, I would like to thank the 482 existing shareholders and extend a very warm welcome to the 576 new shareholders who subscribed to this fundraising.

VCT legislation & regulation

New legislation, effective from 6 April 2014, prevents the use of "Enhanced Share Buy Backs" by VCTs and restricts the availability of upfront VCT income tax relief if a shareholder sells and re-invests in new shares within a six month period in the same VCT. Rather than using Enhanced Share Buy Back arrangements, the Board has always preferred to create an orderly market for all shareholders through maintaining a narrow share price discount. As a result, this legislation will not have an impact on the Company.

In addition, legislation has been introduced to prevent VCTs from paying dividends out of distributable reserves created by cancelling the share premium account within three years of the date of allotment of new shares and is intended to prevent the return of capital to shareholders before profits are generated from investments. As the Company already has significant distributable reserves, these new rules are not expected to affect future dividend distributions.

The European Commission has undertaken a review of the state aid regulations and the risk capital guidelines under which VCTs are approved at the European level. The new guidelines support the provision of investment incentives for small and medium enterprises. HM Treasury and HMRC have recently published a consultation to ensure the VCT scheme continues to work well and maintains approval from the European Commission. We welcome the UK government's commitment to ensuring that the VCTs continue to channel investment into smaller companies that are an essential part of the UK's future prosperity. Our trade association, the AIC and the Manager is engaged in the consultation process and will provide data and case studies in response to the questions raised in the consultation.

Management Arrangements

Having considered the impact on your Company of the Alternative Investment Fund Managers Directive, an EU Directive that came into force in July 2013 and, having taken professional advice, the Board applied for the Company to become authorised as an Alternative Investment Fund Manager (AIFM) on 1 June 2014. The legislation provides that AIFMs that manage assets under €500 million can take advantage of a light touch regime which only imposes minimal additional reporting requirements on the AIFM, thereby minimising the cost of compliance with this Directive. The Company is able to take advantage of this regime and was authorised as an AIFM on 22 July 2014. This development will not impact on the day to day investment activities, although the Investment Management Agreement has been transferred to ISIS VC LLP, which is controlled and managed by the same individuals as the previous manager ISIS EP LLP.

OUTLOOK

The recovery of the UK economy now appears to be more firmly established. This improvement in the economic environment in which our investee companies operate is to be welcomed. However, our focus is on the strengths of the businesses in which the Company has invested and using our investment and the skills of the Manager to help them to deliver increasing profits, employment and rewarding exits over the medium to longer term.

The unquoted portfolio has undergone a phase of refreshment as a result of the realisation of some of the older portfolio companies and investment in new ones. Consequently, growth in the value of the unquoted portfolio might be expected to be more modest in the next year or two as the recent acquisitions utilise our recent investment to expand their capacity to grow and achieve their potential. The recent growth in the value of the quoted portfolio does, though, present an opportunity to realise profits from those investments. The diversity of the Company's investments and the mix of unquoted and AIM-traded investments should help to deliver consistent returns.

Anthony Townsend

Chairman

15 August 2014

Table of Investments and Realisations

Investments in the six month period to 30 June 2014

* Technology, Media & Telecommunications ("TMT").

Realisations in the six month period to 30 June 2014

‡ Proceeds at time of realisation including redemption premium and interest.

* Includes interest/dividends received, loan note redemptions and partial realisations accounted for in prior periods.

† Proceeds of £14,000 were also received in respect of Quantix Limited £57,000 in respect of CSC (World) Limited and £27,000 in respect of Reed & Mackay Limited, all of which had been sold in a prior period.

Independent Review Report to Baronsmead VCT 3 plc

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2014 which comprises the Income Statement, Reconciliation of Movement in Shareholders' Funds, Balance Sheet and Cash Flow Statement and the related explanatory notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the Company in accordance with the terms of our engagement to assist the Company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the UK FCA"). Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the DTR of the UK FCA.

As disclosed in note 1, the annual financial statements of the Company are prepared in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice). The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with the Statement Half-Yearly Financial Reports as issued by the UK Accounting Standards Board.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2014 is not prepared, in all material respects, in accordance with the Statement Half-Yearly Financial Reports as issued by the UK Accounting Standards Board and the DTR of the UK FCA.

Catherine Burnet

for and on behalf of

KPMG LLP

Chartered Accountants

Saltire Court

20 Castle Terrace

Edinburgh EH1 2EG

15 August 2014

Responsibility statement of the Directors in respect of the half-yearly financial report

We confirm that to the best of our knowledge:

· the condensed set of financial statements has been prepared in accordance with the Statement 'Half-yearly financial reports' issued by the UK Accounting Standards Board;

· the Chairman's Statement (constituting the interim management report) includes a fair review of the information required by DTR 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;

· the Statement of Principal Risks and Uncertainties below is a fair review of the information required by DTR 4.2.7R being a description of the principal risks and uncertainties for the remaining six months of the year; and

· the financial statements include a fair review of the information required by DTR 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.

On behalf of the Board,

Anthony Townsend

Chairman

15 August 2014

Unaudited Income Statement

For the six months to 30 June 2013

* Figures as at 31 December 2013 are audited.

Unaudited Reconciliation of Movement in Shareholders' Funds

For the six months to 30 June 2014

* Figures as at 31 December 2013 are audited.

Notes

1. The unaudited interim results which cover the six months to 30 June 2014 have been prepared in accordance with applicable accounting standards and adopted the accounting policies set out in the statutory accounts of the Company for the year to 31 December 2013.

2. Return per share is based on a weighted average of 71,390,122 ordinary shares in issue (30 June 2013 - 66,588,782 ordinary shares; 31 December 2013 - 66,308,458 ordinary shares).

3. Earnings for the first six months to 30 June 2014 should not be taken as a guide to the results of the full financial year to 31 December 2014.

4. During the six months to 30 June 2014 the Company did not purchase any shares. At 30 June 2014, the Company holds 9,699,214 ordinary shares in treasury. These shares may be re-issued below Net Asset Value as long as the discount at issue is narrower than the average discount at which the shares were bought back.

5. On 14 March 2014, the Company issues 8,896,261 ordinary shares.

Excluding treasury shares, there were 74,928,966 ordinary shares in issue at 30 June 2014 (30 June 2013 - 66,032,705 ordinary shares; 31 December 2013 - 66,032,705 ordinary shares).

6. The interim dividend of 8p per ordinary share (0.47p revenue and 7.53p capital) was paid on 7 March 2014 to shareholders on the register on 21 February 2014. The ex-dividend date was 19 February 2014.

7. The financial information contained in this half-yearly financial report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The information for the year to 31 December 2013 has been extracted from the latest published audited financial statements. The audited financial statements for the year to 31 December 2013, which were unqualified, have been filed with the Registrar of Companies. No statutory accounts in respect of any period after 31 December 2013 have been reported on by the Company's auditors or delivered to the Registrar of Companies.

8. Copies of the half-yearly financial report have been made available to shareholders and are available from the Registered Office of the Company at 100 Wood Street, London EC2V 7AN.

Unaudited Balance Sheet

As at 30 June 2013

* Figures as at 31 December 2013 are audited.

* Figures as at 31 December 2013 are audited.

Unaudited Cash Flow Statement

For the six months to 30 June 2014

* Figures as at 31 December 2013 are audited.

Principal Risks and Uncertainties

The Company's assets consist of equity and fixed interest investments, cash and liquid resources. Its principal risks are therefore market risk, credit risk and liquidity risk. Other risks faced by the Company include economic, loss of approval as a Venture Capital Trust, investment and strategic, regulatory, reputational, operational and financial risks. These risks, and the way in which they are managed, are described in more detail under the heading Principal risks, risk management and regulatory environment within the Strategic Report, in the Company's Annual Report and Accounts for the year to 31 December 2013. The Company's principal risks and uncertainties have not changed materially since the date of that report.

Related Parties

ISIS VC LLP ('the Manager') manages the investments of the Company. The Manager also provides or procures the provision of secretarial, accounting, administrative and custodian services to the Company. Under the management agreement, the Manager receives a fee of 2.5 per cent per annum of the net assets of the Company. This is described in more detail under the heading Management within the Report of the Directors in the Company's Annual Report and Accounts for the year to 31 December 2013. During the period, the Company has incurred management fees of £929,000 and secretarial and accounting fees of £69,000 payable to the Manager.

Going Concern

After making enquiries, and bearing in mind the nature of the Company's business and assets, the Directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future. In arriving at this conclusion, the Directors have considered the liquidity of the Company and its ability to meet obligations as they fall due for a period of at least twelve months from the date that these financial statements were approved. As at 30 June 2014, the Company held cash balances & investments in UK Gilts with a combined value of £18,250,000. Cash flow projections have been reviewed and show that the Company has sufficient funds to meet both its contracted expenditure and its discretionary cash outflows in the form of the share buyback programme and dividend policy. The Company has no external loan finance in place and is therefore not exposed to any gearing covenants.

Corporate Information

National Storage Mechanism

A copy of the Half-Yearly Report will be submitted shortly to the National Storage Mechanism ("NSM") and will be available for inspection at the NSM, which is situated at: www.hemscott.com/nsm.do.

END

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on this announcement (or any other website) is incorporated into, or forms part of, this announcement.