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British Smaller Companies VCT is an Investment Trust

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Half-year Report

6 Dec 2016 10:03

RNS Number : 0839R
British Smaller Companies VCT PLC
06 December 2016
 

British Smaller Companies VCT plc

Unaudited Interim Results and Interim Management Report

For the 6 months ended 30 September 2016

British Smaller Companies VCT plc ("the Company") today announces its unaudited interim results for the six months to 30 September 2016.

Highlights

 

· Residual investment in GO Outdoors sold for £14.1 million on 27 November 2016 delivering a return of 37 times original cost over the life of the Company's investment. The gain over the valuation and net asset value ("NAV") at 30 September 2016 was £2.8 million, equivalent to 2.9 pence per ordinary share.

· Interim dividend of 16.5 pence per ordinary share (including 14.5 pence arising from the realisation of GO Outdoors) to be paid on 18 January 2017.

· Non-prospectus top-up to raise €5 million to be launched on 10 February 2017.

· Increase in total return of 3.8 pence per ordinary share to 212.5 pence per ordinary share at 30 September 2016 (208.7 pence per ordinary share as at 31 March 2016).

· Increase in NAV to 103.8 pence per ordinary share prior to the payment of dividends during the period totalling 5.5 pence per ordinary share. This growth was 3.8 per cent of the opening NAV of 100.0 pence per ordinary share.

· Total cumulative dividends paid since inception of 114.2 pence per ordinary share.

· The underlying growth in the overall investment portfolio was £3.3 million, 5.5 per cent of its opening value.

· Subsequent to 30 September 2016 £5.1 million invested into 3 companies.

Chairman's Statement

 

Your Company's portfolio delivered a total return of 5.5 per cent of its opening value and continued to deliver a strong income stream.

 

During the period your Company's total return increased to 212.5 pence per ordinary share, with the net asset value having increased by 3.8 pence per ordinary share to 103.8 pence per ordinary share, prior to the payment of the final dividend of 3.5 pence per ordinary share for the year ended 31 March 2016 and a special dividend of 2.0 pence per ordinary share for the year ending 31 March 2017.

 

While the result of the EU referendum has caused some economic volatility the Company's portfolio has continued to perform well, with value growth in a number of businesses during the first half of the year.

 

Disposal of GO Outdoors

 

I am pleased to inform you that your Company announced the sale of its residual investment in GO Outdoors to JD Sports Fashion plc on 28 November 2016 generating proceeds of £14.1 million. When aggregated with previous receipts the total proceeds over the life of your Company's investment were £23.1 million, a return of 37 times the original cost. Since your Company's investment in 1998 GO Outdoors has produced a near eighty-fold increase in sales and has grown from one store in Sheffield, with 33 employees, to a nationwide chain of over fifty stores and more than 2,000 employees.

 

The gain over the valuation and NAV at 30 September 2016 was £2.8 million, equivalent to 2.9 pence per ordinary share.

 

Following the success of this investment the Board has decided to pay an interim dividend of 16.5 pence per ordinary share (2015/16 2.0 pence per ordinary share), of which 14.5 pence arises from the realisation of GO Outdoors.

 

New investment

 

During the period your Company completed an investment of £1.4 million into Sipsynergy, a market-leading cloud collaboration solutions provider and since the end of the period a further £5.1 million has been invested into three businesses, Biz2Mobile, Traveltek and Matillion. In aggregate since HMRC issued its guidelines regarding the new legislation in May this year the Company has completed four new investments totalling £6.5 million. In addition heads of terms granting exclusivity for a further two investments totalling £2.5 million have been signed. Further information on the completed investments is provided in the Investment Review on page 9 of the Interim Report.

 

Financial Results and Dividends

 

Our experience to date suggests that new investment will need to focus on younger businesses which will almost certainly be unable to provide the same level of regular cash returns and income as the current portfolio. While the existing investments should provide a reliable income stream until realisation, future returns will become more and more reliant on equity realisations which will mean a more volatile dividend stream for shareholders.

 

The movements in net asset value per ordinary share and the dividends paid in the six months to 30 September 2016 are shown in the table below.

 

Net Asset Value

Pence per

ordinary share

 

£000

NAV at 1 April 2016

100.0

95,723

Net underlying increase in portfolio

3.4

3,334

Net income

0.4

361

Purchase of own shares

-

(306)

Issue of new shares

-

1,221

3.8

4,610

Dividends paid

(5.5)

(5,260)

(1.7)

(650)

NAV at 30 September 2016

98.3

95,073

Cumulative dividends paid

114.2

Total Return: at 30 September 2016

212.5

at 31 March 2016

208.7

 

 

The portfolio's strong performance resulted in a value gain of £3.3 million, equivalent to an increase in value to shareholders of 3.4 pence per ordinary share.

 

During the period a final dividend in respect of the year ended 31 March 2016 of 3.5 pence per ordinary share was paid, which, when taken together with the interim dividend paid in August of 2.0 pence per ordinary share for the year ending 31 March 2017 brings cumulative dividends paid to date to 114.2 pence per ordinary share.

 

As set out above the Board has proposed an interim dividend of 16.5 pence per ordinary share, which will take dividends paid in the financial year to 22.0 pence per ordinary share. The interim dividend will be paid on 18 January 2017 to shareholders on the register on 16 December 2016.

 

Shareholder Relations

 

During the period the 21st shareholder workshop was held in conjunction with British Smaller Companies VCT2 plc at the British Library on 17 May 2016. The workshop was well attended, with over 200 attendees, and included presentations from Ness (Holdings) Limited and KeTech Enterprises Limited, two of our most recent investments, David Hall and David Bell from the Investment Adviser, as well as Wyndham North of HM Treasury.

 

The introduction of the electronic communications policy has been a great success, with 82 per cent of shareholders now receiving communications in this way. The policy, whereby documents such as the annual report are disseminated via the website www.bscfunds.com rather than by post, has saved on printing costs and is more environmentally friendly.

 

Your Company's website www.bscfunds.com is refreshed on a regular basis, and provides a comprehensive level of information in a user friendly format.

 

Stockbrokers

 

I am pleased to inform you that your Board has agreed to appoint Panmure Gordon (UK) Limited as corporate broker with effect from 1 January 2017. The Panmure Gordon team has a wealth of experience as broker to numerous VCTs and we look forward to working with them in the future. The Board would like to thank Nplus1 Singer for the work they have done as the Company's broker over many years.

 

Fundraising

 

The completion of new investments and developing pipeline of investment opportunities is encouraging and in this context the Company has decided that it will undertake a non-prospectus top-up to raise €5 million to be launched on Friday 10 February 2017. In order to address a number of concerns raised by shareholders following last year's oversubscribed fundraising the Board has amended the application process. In particular, only postal applications will be accepted by the receiving agent and the fundraising will remain open to existing shareholders until Monday 6 March 2017. If the fundraising is fully subscribed at that date it will be closed and shares will be allotted by way of a ballot and the fundraising subsequently closed.

 

If the fundraising remains undersubscribed at that date it will be opened to other investors and shares will then be allocated in order of receipt until fully subscribed. The final closing would be 5 April 2017 or earlier if fully subscribed before then. Full details will be provided to all shareholders nearer the time of the launch.

 

Outlook

 

Although it will be some time before the full implications of the UK's decision to leave the European Union become clear, your Board is confident that the businesses in your Company's portfolio should be able to adapt to the new economic environment and in the short-term the devaluation of sterling against several major currencies will provide a benefit to exporters.

 

Your Board will continue to seek to further expand and diversify the portfolio recognising that its composition will change over time as the current portfolio is realised and replaced with newer investments in younger businesses. While the current portfolio should continue to generate more predictable returns, in the long term there is likely to be a greater volatility of returns and your Board will continue to monitor its dividend and buy-back policies through this transition.

 

Your Board remains committed to continue to build a strong and diversified portfolio to deliver long-term value to shareholders.

 

 

Objectives and Strategy

 

The Company's objective is to provide investors with an attractive long-term tax free dividend yield whilst seeking to maintain the capital value of their investment and maintain the Company's status as a venture capital trust.

 

The investment strategy of the Company is to create a portfolio with a mix of companies operating in traditional industries and those that offer opportunities in the development and application of innovation.

 

The Company invests in UK businesses across a broad range of sectors including but not limited to Software, IT & Telecommunications, Business Services, Manufacturing & Industrial Services, Retail & Brands and Healthcare in VCT qualifying and non-qualifying unquoted securities.

 

Investment Review

 

The Company's portfolio at 30 September 2016 had a value of £62.7 million (excluding the gilt portfolio) consisting of £60.1 million (96 per cent) in unquoted investments and £2.6 million (4 per cent) in quoted investments. The largest single investment represents 11.9 per cent of the net asset value.

 

Over the six months to 30 September 2016 the portfolio saw a value gain of £3.3 million, which comprises a £2.9 million gain from unquoted investments, and a gain of £0.4 million from quoted investments.

 

The most significant gains in valuation in the period were:

· GO Outdoors Topco Limited

£1.9 million

· ACC Aviation

£1.2 million

· Business Collaborator Limited

£0.6 million

 

These gains were partially offset by companies which saw profits impacted by difficult trading conditions:

· Cambrian Park & Leisure Homes

Down £0.7 million

· Seven Technologies Holdings Limited

Down £1.0 million

 

New and Follow-on Investments

 

In the six months to 30 September 2016 the Company has made a new investment of £1.35 million into Sipsynergy (via Hosted Network Services Limited), a market-leading cloud collaboration systems provider, and a follow on investment of £0.03 million into Intamac Systems Limited.

 

Since 30 September 2016, your Company has made the following new investments:

· £1.5 million into Biz2Mobile Limited, a leading provider of software for rugged and industrial enterprise mobile devices.

· £1.5 million into Traveltek Group Limited. Founded in 2002, Traveltek provides travel retailers, agents and wholesalers with the technology to package together an extensive range of hotels, flights, cruises and ancillary travel services in one seamless transaction.

· £2.1 million into Matillion Limited, a developer of big data integration software for the cloud.

 

Realisation of Investments

 

In the six months to 30 September 2016, the Company received £0.8 million from disposals of investments and repayments of loans. This includes the reduction of AIM holdings following a period of strong share price performance.

 

A detailed analysis of all investments sold in the period to 30 September 2016 can be found in note 6 to the interim report.

 

On 27 November 2016 the Company sold its residual investment in GO Outdoors for £14.1 million, generating a gain of £2.8 million over the valuation at 30 September 2016.

 

Investment Portfolio

 

At 30 September 2016 the top ten investments had a combined value of £40.2 million, 64 per cent of the portfolio.

 

Name of

Company

Date

of initial

Investment

Current cost

 

Realised proceeds to date

 

Investment valuation

at 30 September

2016

Valuation plus proceeds to date

£000

£000

£000

£000

Retail

GO Outdoors Topco Limited

May 98

245

7,792

11,319

19,111

Business Services

Intelligent Office (via IO Outsourcing Limited)

May 14

2,934

-

4,676

4,676

Business Services

ACC Aviation (via Newacc (2014) Limited)

Nov 14

2,068

-

4,262

4,262

Business Services

DisplayPlan Holdings Limited

Jan 12

130

1,521

3,768

5,289

Healthcare

Mangar Health Limited

Jan 14

2,460

-

3,739

3,739

Manufacturing

GTK (Holdco) Limited

Oct 13

1,237

513

2,968

3,481

Software

Business Collaborator Limited

Nov 14

2,010

-

2,591

2,591

Business Services

Springboard Research Holdings Limited

Oct 14

2,469

-

2,469

2,469

Retail

Gill Marine Holdings Limited

Sep 13

2,500

-

2,250

2,250

Manufacturing

Leengate Holdings Limited

Dec 13

1,401

-

2,187

2,187

Top 10 Investments

17,454

9,826

40,229

50,055

Remaining Unquoted Portfolio

Software

KeTech Enterprises Limited

Nov 15

2,000

-

2,000

2,000

Manufacturing

The Heritage Window Company Holdco Limited

Sep 14

2,203

-

1,432

1,432

Software

Sipsynergy (via Hosted Network Services Limited)

Jun 16

1,350

-

1,350

1,350

Software

Selima Holding Company Ltd

Mar 12

600

-

1,230

1,230

Manufacturing

Wakefield Acoustics (via Malvar Engineering Limited)

Dec 14

1,110

45

1,223

1,268

Business Services

Macro Art Holdings Limited

Jun 14

980

280

1,186

1,466

Manufacturing

Cambrian Park & Leisure Homes Limited (via Cambrian Lodges Holdings Limited)

Oct 14

1,625

175

1,149

1,324

Retail

Harvey Jones Holdings Limited

May 07

735

1,948

1,113

3,061

Investment

Fairlight Bridge Limited

Apr 12

1,000

-

1,000

1,000

Software

Seven Technologies Holdings Limited

Apr 12

1,984

1,524

992

2,516

Industrial

RMS Group Holdings Limited

Jul 07

180

897

984

1,881

Retail & Manufacture

Bagel Nash Group Limited

Jul 11

944

300

829

1,129

Software

Deep-Secure Ltd

Dec 09

1,000

-

797

797

Other investments £0.75 million and below

6,453

75

4,590

4,665

Total unquoted investments

39,618

15,070

60,104

75,174

Quoted Portfolio

Manufacturing

AB Dynamics plc

May 13

215

529

948

1,477

Support Services

Mattioli Woods plc

Nov 05

173

517

938

1,455

Other investments £0.75 million and below

587

476

682

1,158

Total quoted investments

975

1,522

2,568

4,090

Total portfolio

40,593

16,592

62,672

79,264

Full disposals since March 2002

24,534

42,386

-

42,386

Full disposals to March 2002

5,748

1,899

-

1,899

Total investment portfolio

70,875

60,877

62,672

123,549

 

The charts on page 15 of the interim report show the composition of the portfolio as at 30 September 2016 by industry sector, age of investment, investment instrument and the value compared to cost and show diversity across a wide range of industry sectors.

 

Principal Risks and Uncertainties

 

In accordance with DTR 4.2.7, the Board confirms that the principal risks and uncertainties facing the Company have not materially changed from those identified in the Annual Report and Accounts for the year ended 31 March 2016. The Board acknowledges that there is regulatory risk and continues to manage the Company's affairs in such a manner as to comply with section 274 of the Income Tax Act 2007.

 

In summary, the principal risks are:

 

• Loss of approval as a Venture Capital Trust;

• Economic;

• Investment and strategic;

• Regulatory;

• Reputational;

• Operational;

• Financial; and

• Market/liquidity.

 

Full details of the principal risks can be found in the financial statements for the year ended 31 March 2016 on pages 30 and 31, a copy of which is available at www.bscfunds.com

 

Directors' Responsibilities Statement

 

The directors of British Smaller Companies VCT plc confirm that, to the best of their knowledge, the condensed set of financial statements in the interim report have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" as adopted by the EU, and give a true and fair view of the assets, liabilities, financial position and profit and loss of British Smaller Companies VCT plc, and that the interim management report, which comprises the financial overview and interim strategic report, includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R.

 

The directors of British Smaller Companies VCT plc are listed in note 9 of the interim financial statements.

 

By order of the Board

 

Helen Sinclair

Chairman

 

6 December 2016

 

Unaudited Statement of Comprehensive Income

for the six months ended 30 September 2016

Unaudited

6 months ended

30 September 2016

Unaudited

6 months ended

30 September 2015

 

Notes

 

Revenue

£000

 

Capital

£000

 

Total

£000

 

Revenue

£000

 

Capital

£000

 

Total

£000

Gain on investments held at fair value

6

-

3,247

3,247

-

2,539

2,539

Gain on disposal of investments

6

-

87

87

-

3,043

3,043

Income

2

1,693

-

1,693

1,617

-

1,617

Total income

1,693

3,334

5,027

1,617

5,582

7,199

Administrative expenses:

Investment Adviser's fee

(239)

(718)

(957)

(219)

(658)

(877)

Incentive fee

-

(108)

(108)

-

-

-

Other expenses

(267)

-

(267)

(264)

-

(264)

(506)

(826)

(1,332)

(483)

(658)

(1,141)

Profit before taxation

1,187

2,508

3,695

1,134

4,924

6,058

Taxation

3

(125)

125

-

(133)

133

-

Profit for the period

1,062

2,633

3,695

1,001

5,057

6,058

Total comprehensive income for the period

1,062

2,633

3,695

1,001

5,057

6,058

Basic and diluted earnings per ordinary share

5

1.11p

2.74p

3.85p

1.11p

5.61p

6.72p

 

The Total column of this statement represents the Company's Statement of Comprehensive Income, prepared in accordance with International Financial Reporting Standards as adopted by the European Union ('IFRSs'). The supplementary Revenue and Capital columns are prepared under the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' ('SORP') 2014 published by the Association of Investment Companies.

 

Unaudited Balance Sheet

as at 30 September 2016

 

 

 

Unaudited

30 September 2016

Unaudited

30 September 2015

Audited

31 March

2016

Notes

£000

£000

£000

Assets

Non-current assets

Investments

62,672

55,239

58,790

Fixed income government securities

1,451

1,446

1,450

Financial assets at fair value through profit or loss

6

64,123

56,685

60,240

Trade and other receivables

1,206

825

955

65,329

57,510

61,195

Current assets

Trade and other receivables

568

396

1,117

Cash on fixed term deposit

14,150

3,003

16,051

Cash and cash equivalents

15,394

29,213

18,619

30,112

32,612

35,787

Liabilities

Current liabilities

Trade and other payables

(368)

(235)

(1,259)

Net current assets

29,744

32,377

34,528

Net assets

95,073

89,887

95,723

Shareholders' equity

Share capital

10,069

9,499

9,935

Share premium account

28,318

23,408

27,231

Capital redemption reserve

221

221

221

Capital reserve

32,101

40,165

37,418

Investment holding gains

22,106

14,990

18,878

Revenue reserve

2,258

1,604

2,040

Total shareholders' equity

95,073

89,887

95,723

Net asset value per ordinary share

7

98.3p

98.3p

100.0p

 

Unaudited Statement of Changes in Equity

for the six months ended 30 September 2016

 

Share capital

Share premium account

Capital redemption reserve

Capital reserve

Investment holding gains (losses)

Revenue reserve

Total equity

£000

£000

£000

£000

£000

£000

£000

At 31 March 2015

9,205

20,936

221

40,334

15,735

1,289

87,720

Revenue return for the period before tax

-

-

-

-

-

1,134

1,134

Capital expenses

-

-

-

(658)

-

-

(658)

Gain on investments held at fair value

-

-

-

-

2,539

-

2,539

Gain on disposal of investments in the period

-

-

-

3,043

-

-

3,043

Taxation

-

-

-

133

-

(133)

-

Total comprehensive income for the period

-

-

-

2,518

2,539

1,001

6,058

Issue of share capital

139

1,265

-

-

-

-

1,404

Issue costs

-

(67)

-

-

-

-

(67)

Issue of shares - DRIS

155

1,289

-

-

-

-

1,444

Issue costs - DRIS

-

(15)

-

-

-

-

(15)

Purchase of own shares

-

-

-

(316)

-

-

(316)

Dividends

-

-

-

(5,655)

-

(686)

(6,341)

Total transactions with owners

294

2,472

-

(5,971)

-

(686)

(3,891)

Realisation of prior year investment holding gains

-

-

-

3,284

(3,284)

-

-

At 30 September 2015

9,499

23,408

221

40,165

14,990

1,604

89,887

Revenue return for the period before tax

-

-

-

-

-

1,267

1,267

Capital expenses

-

-

-

(1,657)

-

-

(1,657)

Gain on investments held at fair value

-

-

-

-

3,949

-

3,949

Gain on disposal of investments in the period

-

-

-

792

-

-

792

Taxation

-

-

-

145

-

(145)

-

Total comprehensive (expense) income for the period

-

-

-

(720)

3,949

1,122

4,351

Issue of share capital

368

3,431

-

-

-

-

3,799

Issue costs

-

(130)

-

(27)

-

-

(157)

Issue of shares - DRIS

68

561

-

-

-

-

629

Issue costs - DRIS

-

(39)

-

-

-

-

(39)

Dividends

-

-

-

(2,061)

-

(686)

(2,747)

Total transactions with owners

436

3,823

-

(2,088)

-

(686)

1,485

Realisation of prior year investment holding gains

-

-

-

61

(61)

-

-

At 31 March 2016

9,935

27,231

221

37,418

18,878

2,040

95,723

Revenue return for the period before tax

-

-

-

-

-

1,187

1,187

Capital expenses

-

-

-

(826)

-

-

(826)

Gain on investments held at fair value

-

-

-

-

3,247

-

3,247

Gain on disposal of investments in the period

-

-

-

87

-

-

87

Taxation

-

-

-

125

-

(125)

-

Total comprehensive (expense) income for the period

-

-

-

(614)

3,247

1,062

3,695

Issue of shares - DRIS

134

1,105

-

-

-

-

1,239

Issue costs - DRIS

-

(18)

-

-

-

-

(18)

Purchase of own shares

-

-

-

(306)

-

-

(306)

Dividends

-

-

-

(4,416)

-

(844)

(5,260)

Total transactions with owners

134

1,087

-

(4,722)

-

(844)

(4,345)

Realisation of prior year investment holding gains

-

-

-

19

(19)

-

-

At 30 September 2016

10,069

28,318

221

32,101

22,106

2,258

95,073

 

Reserves available for distribution

 

Under the Companies Act 2006 the capital reserve and the revenue reserve are distributable reserves. The table below shows the amount available for distribution.

 

Capital reserve

Revenue reserve

Total

£000

£000

£000

Distributable reserves as above

32,101

2,258

34,359

Less cancelled share premium

(2,093)

-

(2,093)

Less Interest and dividends not yet distributable

-

(1,661)

(1,661)

Reserves available for distribution*

30,008

597

30,605

 

*. The revenue reserve of £597,000 is only distributable once the interim financial statements are filed at Companies House.

 

The capital reserve and the revenue reserve are both distributable reserves. These reserves total £34,359,000, representing a decrease of £5,099,000 in the period since 31 March 2016. The directors also take into account the level of investment holding gains (losses) reserve and the future requirements of the Company when determining the level of dividend payments.

 

Of the potentially distributable reserves of £34,359,000 shown above, £1,195,000 relates to interest receivable from 2018 onwards, £466,000 related to preference dividends that will become distributable on the realisation of the investment, and £2,093,000 of cancelled share premium which will become distributable on 1 April 2018.

 

On filing the interim financial statements at Companies House, the reserves available for distribution will be £30,605,000.

 

Unaudited Statement of Cash Flows

for the six months ended 30 September 2016

 

Notes

Unaudited

6 months ended 30 September

2016

Unaudited 6 months ended 30 September

2015

Audited

Year ended 31 March

2016

£000

£000

£000

Profit before taxation

3,695

6,058

10,409

Decrease (increase) in trade and other receivables

298

(121)

(386)

(Decrease) increase in trade and other payables

(917)

(586)

427

Gain on investments held at fair value

(3,247)

(2,539)

(6,488)

Gain on disposal of investments

(87)

(3,043)

(3,835)

Capitalised interest and dividends

(20)

(93)

(197)

Net cash outflow from operating activities

(278)

(324)

(70)

Cash flows from investing activities

Purchase of financial assets at fair value through profit or loss

(1,376)

(2,500)

(5,427)

Proceeds from sale of financial assets at fair value through profit or loss

6

847

9,457

13,088

Cash maturing from fixed term deposit

1,901

-

-

Cash placed on fixed term deposit

-

(3,003)

(16,051)

Net cash inflow (outflow) from investing activities

1,372

3,954

(8,390)

Cash flows from financing activities

Issue of ordinary shares

-

1,404

5,203

Cost of ordinary share issues*

(18)

(383)

(572)

Purchase of own ordinary shares

(306)

(316)

(316)

Dividends paid

4

(3,995)

(4,897)

(7,011)

Net cash outflow from financing activities

(4,319)

(4,192)

(2,696)

Net decrease in cash and cash equivalents

(3,225)

(562)

(11,156)

Cash and cash equivalents at the beginning of the period

18,619

29,775

29,775

Cash and cash equivalents at the end of the period

15,394

29,213

18,619

* Issue costs include both fundraising costs and expenses incurred from the Company's DRIS.

 

Explanatory Notes to the Unaudited Condensed Financial Statements

 

1 General information, basis of preparation and principal accounting policies

 

These half year statements have been approved by the directors whose names appear at note 9, each of whom has confirmed that to the best of their knowledge:

 

The interim management report includes a fair review of the information required by rules 4.2.7 and 4.2.8 of the Disclosure Rules and the Transparency Rules.

The half year statements have been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the EU, and the Disclosure and Transparency Rules of the Financial Conduct Authority.

 

The half year statements are unaudited but have been reviewed by the auditors pursuant to the Financial Reporting Council's guidance on Review of Interim Financial Information. They do not constitute full financial statements as defined in section 435 of the Companies Act 2006. The comparative figures for the year ended 31 March 2016 do not constitute full financial statements and have been extracted from the Company's financial statements for the year ended 31 March 2016. Those accounts were reported upon without qualification by the auditors and have been delivered to the Registrar of Companies.

 

The accounting policies and methods of computation followed in the half year statements are the same as those adopted in the preparation of the audited financial statements for the year ended 31 March 2016.

 

The financial statements for the year ended 31 March 2016 were prepared in accordance with the International Financial Reporting Standards (IFRSs) as adopted by the EU and those parts of the Companies Act 2006 applicable to companies reporting under IFRS. Where guidance set out in the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' issued by the Association of Investment Companies in November 2014 ("SORP") is consistent with the requirements of IFRS, the financial statements have been prepared in compliance with the recommendations of the SORP.

 

The financial statements are presented in sterling and all values are rounded to the nearest thousand (£000), except where stated.

 

Going Concern: The directors have carefully considered the issue of going concern and are satisfied that the Company has sufficient resources to meet its obligations as they fall due for a period of at least twelve months from the date these half year statements were approved. As at 30 September 2016 the Company held cash balances and fixed term deposits with a combined value of £29,544,000. Cash flow projections show the Company has sufficient funds to meet both its contracted expenditure and its discretionary cash outflows in the form of share buy-backs and the dividend policy. The directors therefore believe that it is appropriate to continue to apply the going concern basis of accounting in preparing these half year statements.

 

2 Income

Unaudited

6 months ended 30 September

2016

Unaudited

6 months ended

30 September

2015

£000

£000

Income from investments

- Dividends from unquoted companies

552

429

- Dividends from AIM quoted companies

6

38

558

467

- Interest on loans to unquoted companies

959

1,007

- Fixed interest Government securities

8

12

Income from investments held at fair value through profit or loss

1,525

1,486

Interest on bank deposits

168

131

1,693

1,617

 

3 Taxation

Unaudited 6 months ended 30 September 2016

Unaudited 6 months ended

30 September 2015

Revenue

Capital

Total

Revenue

Capital

Total

£000

£000

£000

£000

£000

£000

Profit before taxation

1,187

2,508

3,695

1,134

4,924

6,058

Profit before taxation multiplied by standard rate of corporation tax in UK of 20% (2015: 20%)

237

502

739

227

985

1,212

Effect of:

UK dividends received

(112)

-

(112)

(94)

-

(94)

Non-taxable profits on investments

-

(667)

(667)

-

(1,116)

(1,116)

Excess expenses

-

40

40

-

(2)

(2)

Tax charge (credit)

125

(125)

-

133

(133)

-

 

The Company has no provided, or unprovided, deferred tax liability in either period.

 

Deferred tax assets in respect of losses have not been recognised as the directors do not currently believe that it is probable that sufficient taxable profits will be available against which the assets can be recovered.

 

Due to the Company's status as a venture capital trust, and the continued intention to meet the conditions required to comply with Chapter 3 Part 6 of the Income Tax Act 2007, the Company has not provided deferred tax on any capital gains or losses arising on the revaluation or realisation of investments.

 

4 Dividends

 

Amounts recognised as distributions to shareholders in the period:

 

Unaudited

6 months ended

30 September 2016

Unaudited

6 months ended

30 September 2015

Audited

Year ended

31 March 2016

Revenue

Capital

Total

Revenue

Capital

Total

Revenue

Capital

Total

£000

£000

£000

£000

£000

£000

£000

£000

£000

Final dividend for the year ended 31 March 2016 of 3.5p (2015 3.5p) per ordinary share

844

2,503

3,347

686

2,471

3,157

686

2,471

3,157

Special interim dividend for the year ending 31 March 2017 of 2.0p (2016: 3.5p) per ordinary share

-

1,913

1,913

-

3,184

3,184

-

3,184

3,184

Special interim dividend for the year ended 31 March 2016 of 1.0p per ordinary share

-

-

-

-

-

-

-

919

919

Interim dividend for the year ended 31 March 2016 of 2.0p per ordinary share

-

-

-

-

-

-

686

1,142

1,828

844

4,416

5,260

686

5,655

6,341

1,372

7,716

9,088

Shares allotted under DRIS

(1,239)

(1,444)

(2,073)

Unclaimed dividends

(26)

-

(4)

Dividends paid in the Statement of Cash Flows

3,995

4,897

7,011

 

An interim dividend of 16.5 pence per ordinary share, amounting to approximately £16.0 million is proposed. The dividend has not been recognised in these half year financial statements as the obligation did not exist at the balance sheet date.

 

5 Basic and Diluted Earnings per Ordinary Share and Changes in Share Capital

 

The basic and diluted earnings per ordinary share is based on the profit after tax attributable to equity shareholders of £3,695,000 (30 September 2015: £6,058,000) and 95,997,395 (30 September 2015: 90,082,409) ordinary shares, being the weighted average number of ordinary shares in issue during the period.

 

The basic and diluted revenue return per ordinary share is based on the revenue profit attributable to equity shareholders of £1,062,000 (30 September 2015: £1,001,000) and 95,997,395 (30 September 2015: 90,082,409) ordinary shares, being the weighted average number of ordinary shares in issue during the period.

 

The basic and diluted capital return per ordinary share is based on the capital return attributable to equity shareholders of £2,633,000 (30 September 2015: £5,057,000) and 95,997,395 (30 September 2015: 90,082,409) ordinary shares, being the weighted average number of ordinary shares in issue during the period.

 

During the period the Company allotted 1,341,104 new ordinary shares in respect of its dividend reinvestment scheme.

 

The Company has repurchased 333,334 of its own shares in the period and these shares are held in the capital reserve. The total of 3,922,999 treasury shares has been excluded in calculating the weighted average number of ordinary shares during the period. The Company has no securities that would have a dilutive effect and hence basic and diluted earnings per ordinary share are the same.

 

6 Financial Assets at Fair Value through Profit and Loss

 

IFRS 13, in respect of financial instruments that are measured in the balance sheet at fair value, requires disclosure of fair value measurements by level within the following fair value measurement hierarchy:

 

Level 1: quoted prices in active markets for identical assets or liabilities. The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is defined as a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in Level 1 and comprise AIM quoted investments or government securities and other fixed income securities classified as held at fair value through profit and loss.

 

Level 2: the fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2. The Company held no such instruments in the current or prior period.

 

Level 3: the fair value of financial instruments that are not traded in an active market (for example, investments in unquoted companies) is determined by using valuation techniques such as earnings multiples. If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

 

All of the Company's unquoted investments are included in Level 3.

 

Each investment is reviewed at least quarterly to ensure that it has not ceased to meet the criteria of the level in which it was included at the beginning of each accounting period. There have been no transfers between these classifications in the period (30 September 2015: None). The change in fair value for the current and previous year is recognised through profit or loss.

 

All items held at fair value through profit and loss were designated as such upon initial recognition.

 

Valuation of Investments

 

Initial Measurement: Financial assets are initially measured at fair value. The best estimate of the initial fair value of a financial asset that is either quoted or not quoted in an active market is the transaction price (i.e. cost).

 

Subsequent Measurement: The International Private Equity and Venture Capital (IPEVC) Valuation Guidelines ("the Guidelines") identify six of the most widely used valuation methodologies for unquoted investments. The Guidelines advocate that the best valuation methodologies are those that draw on external, objective market based data in order to derive a fair value.

 

Full details of the methods used by the Company were set out on page 55 and 56 of the financial statements for the year ended 31 March 2016, a copy of which can be found at www.bscfunds.com. Where investments are in quoted stocks, fair value is set at the market price.

 

The primary methods used for valuing non-quoted investments, and the key assumptions relating to them are:

 

Price of recent investment, reviewed for change in fair value. This represents the cost of the investment or the price at which a significant amount of new investment has been made by an independent third party adjusted, if necessary, for factors relevant to the background of the specific investment. The value of the investment is assessed for changes or events that would imply either a reduction or increase to its fair value through comparison of financial, technical and marketing milestones set at the time of investment. Where it is considered that the fair value no longer approximates to the cost of the recent investment an estimated adjustment to the cost, based on objective data, will be made to the investment's carrying value.

 

Earnings multiple. A multiple that is appropriate and reasonable, given the risk profile and earnings growth prospects of the underlying company, is applied to the maintainable earnings of that company. The multiple is adjusted to reflect any risk associated with lack of marketability and to take account of the differences between the investee company and the benchmark company or companies.

 

Movements in investments at fair value through profit or loss during the six months to 30 September 2016 are summarised as follows:

 

IFRS 13 measurement classification

Level 3

Level 1

Level 1

Unquoted Investments

 

Quoted Equity Investments

Total Quoted and Unquoted

Fixed Income Securities

Total Investments

 

£000

£000

£000

£000

£000

Opening cost

38,934

1,004

39,938

1,424

41,362

Opening valuation gain

17,599

1,253

18,852

26

18,878

Opening fair value at 1 April 2016

56,533

2,257

58,790

1,450

60,240

Additions at cost

1,376

-

1,376

-

1,376

Capitalised interest

20

-

20

-

20

Disposal proceeds

(723)

(124)

(847)

-

(847)

Net profit on disposal

86

1

87

-

87

Change in fair value

2,812

434

3,246

1

3,247

Closing fair value at 30 September 2016

60,104

2,568

62,672

1,451

64,123

Closing cost

39,618

975

40,593

1,424

42,017

Closing valuation gain

20,486

1,593

22,079

27

22,106

Closing fair value at 30 September 2016

60,104

2,568

62,672

1,451

64,123

 

There have been no individual fair value adjustments downwards during the period that exceeded five per cent of the total assets of the Company (31 March 2016: none).

 

Level 3 valuations include assumptions based on non-observable data, such as discounts applied either to reflect changes in fair value of financial assets held at the price of recent investment, or to adjust earnings multiples. IFRS 13 requires an entity to disclose quantitative information about the significant unobservable inputs used. Of the Company's Level 3 investments, 80 per cent are held on an earnings multiple basis, which have significant judgement applied to the valuation inputs. The table below sets out the range of Price Earnings ratios and discounts applied in arriving at investments valued on an earnings multiple basis. The remaining Level 3 investments, amounting to 20 per cent are held at cost.

 

Manufacturing & Industrial Services

Retail & Brands

Software, IT and Telecommunications

Healthcare

Business Services

Earnings multiple

PE Multiple Range

25.10-32.10

9.42-26.83

27.72-38.21

34.64

25.02-25.10

PE Multiple Weighted Average

29.44

12.00

36.36

34.64

25.04

Combined PE and/or Marketability Discount Range

56%-74%

32%-63%

40%-68%

72%

60%-68%

Combined PE and/or Marketability Discount Weighted Average

68%

38%

61%

72%

63%

 

The standard also requires disclosure, by class of financial instruments, if the effect of changing one or more inputs to reasonably possible alternative assumptions would result in a significant change to the fair value measurement. Each unquoted portfolio company has been reviewed in order to identify the sensitivity of the valuation methodology to using alternative assumptions. Where discounts have been applied (for example to Earnings levels or PE ratios) alternatives have been considered which would still fall within the IPEVC Guidelines. For each unquoted investment, two scenarios have been modelled: more prudent assumptions (downside case) and more optimistic assumptions (upside case). Applying the downside alternatives the value of the unquoted investments would be £5.1 million or 8.5 per cent lower. Using the upside alternative the value would be increased by £5.2 million or 8.7 per cent.

 

Of the Company's equity investments 96 per cent are in unquoted companies held at fair value (31 March 2016: 96 per cent). The valuation methodology for these investments includes the application of externally produced FTSE® multiples. Therefore the value of the unquoted element of the portfolio is also indirectly affected by price movements on the listed market. Those using an earnings multiple methodology include judgements regarding the level of discount applied to that multiple. A 10 per cent decrease in the discount applied would have increased the net assets attributable to the Company's shareholders and the total profit by £5.9 million (6.2 per cent of net assets). A change in the opposite direction would have decreased net assets attributable to the Company's shareholders and the total profit for the period by £6.0 million (6.3 per cent of net assets).

 

Of the Company's equity investments, 4 per cent are quoted on AIM (31 March 2016: 4 per cent). A five per cent increase in stock prices as at 30 September 2016 would have increased the net assets attributable to the Company's shareholders and the total profit for the period by £128,000 (31 March 2016: £113,000). An equal change in the opposite direction would have decreased the net assets attributable to the Company's shareholders and the total profit for the period by an equal amount.

 

Fixed income securities comprise UK Government stocks and are classified as financial assets at fair value through profit or loss. Their use is as temporary holdings until capital investment opportunities arise.

 

The following loan repayments and disposals took place during the period.

 

Net proceeds from sale

Cost

Opening carrying value as at 1 April 2016

Gain over opening carrying value

Profit on original cost

£000

£000

£000

£000

£000

Loan repayments

Bagel Nash Group Limited

10

10

10

-

-

Cambrian Park & Leisure Homes Limited

50

50

50

-

-

Harvey Jones Holdings Limited

469

469

469

-

-

Macro Art Holdings Limited

78

78

78

-

-

Wakefield Acoustics

30

30

30

-

-

637

637

637

-

-

Equity disposals

Mattioli Woods plc*

124

29

123

1

95

Lightmain Company Limited

75

75

-

75

-

199

104

123

76

95

Total proceeds from disposals

836

741

760

76

95

Deferred consideration

Callstream Group Limited

11

-

-

11

11

Total proceeds from portfolio

847

741

760

87

106

*Designates AIM quoted investments.

 

7 Basic and Diluted Net Asset Value per Ordinary Share

 

The basic and diluted net asset value per ordinary share is calculated on attributable assets of £95,073,000 (30 September 2015 and 31 March 2016: £89,887,000 and £95,723,000 respectively) and 96,763,440 (30 September 2015 and 31 March 2016: 91,402,772 and 95,755,670 respectively) ordinary shares in issue at 30 September 2016.

 

The 3,922,999 (30 September 2015 and 31 March 2016: 3,589,665) treasury shares have been excluded in calculating the number of ordinary shares in issue at 30 September 2016. The Company has no securities that would have a dilutive effect and hence basic and diluted net asset value per ordinary share are the same.

 

8 Total Return

 

Total return per share is calculated on cumulative dividends paid of 114.2 pence per ordinary share (30 September 2015: 105.7 pence per ordinary share and 31 March 2016: 108.7 pence per ordinary share) plus the net asset value as calculated in note 7.

 

9 Directors

 

The directors of the Company are:

Mrs H Sinclair (non-executive Chairman)

Mr CWER Buchan (non-executive Director)

Mr PS Cammerman (non-executive Director)

 

10 Post Balance Sheet Events

 

Since the period end the Company has invested £5.1 million in 3 new companies, as set out in the Investment Review on page 9 of the interim report.

 

In addition, the Company realised its investment in GO Outdoors Topco Limited for £14.1 million, and has also received loan repayments of £0.4 million from GTK (Holdco) Limited.

 

11 Other Information

 

Copies of the interim report can be obtained from the Company's registered office: 5th Floor, Valiant Building, 14 South Parade, Leeds, LS1 5QS or from www.bscfunds.com.

 

12 Stockbroker

 

With effect from 1 January 2017 Panmure Gordon (UK) Limited has been appointed as Stockbrokers of the Company.

 

13 Interim Dividend for the six months ended 30 September 2016

 

Further to the announcement of its interim results for the 6 months to 30 September 2016, the Company confirms that an interim dividend of 16.5 pence per ordinary share will be paid on 18 January 2017 to those shareholders on the Company's register at the close of business on 16 December 2016. The ex-dividend date for these dividends will be 15 December 2016.

 

14 Dividend Re-investment Scheme ("DRIS")

 

The Company operates a dividend reinvestment scheme ("DRIS"). The latest date for receipt of DRIS elections so as to participate in the DRIS in respect of the Interim Dividend is the close of business on 4 January 2017.

 

 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU No. 596/2014). Upon the publication of this announcement via Regulatory Information Service this inside information is now considered to be in the public domain.

 

 

For further information, please contact:

 

David Hall YFM Equity Partners Limited Tel: 0113 244 1000

Gillian Martin Nplus1 Singer Advisory LLP Tel: 0207 496 3000

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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