Neptune-Calculus Income & Growth Regulatory News (NEP)

19 Mar 2008 13:31

Neptune-Calculus Income &Growth VCT19 March 2008 Neptune-Calculus Income and Growth VCT plc Unaudited preliminary results for the year ended 31 December 2007 Financial highlights Ordinary C Shares Shares Year ended Year ended 31 December 31 December 2007 2007Return per share (11.1)p (8.9)pNet asset value per share 98.1p 92.7pCumulative dividends paid 6.0p 2.0pAccumulated shareholder 104.1p 94.7pvalue As at As at 29 February 29 February 2008* 2008*Unaudited net asset value 94.6p 88.6pper share+ *being the latest practicable date prior to publication. +includingcurrent year revenue. Chairman's Statement I am pleased to report on your Company's activities during the year ended 31December 2007. It was decided not to seek to raise further funds during 2007 andthus the year was devoted to making investments in pursuit of the objectives setdown in the original prospectus, which are to achieve long term capital growthand to generate tax free dividends for shareholders. Investment performance In our third year of operations the primary objective was to meet the test of 70per cent invested in qualifying companies for the Ordinary Share portfolio. I ampleased to report that this was attained before the deadline of 31 December2007. The percentage invested at the year end was 75.2 per cent and as at 29February 2008 it was 73.0 per cent. The combined Ordinary and C Share portfoliomust achieve the 70 per cent test by 31 December 2008 and as at 31 December2007, 55 per cent of the C Share portfolio was invested in qualifyinginvestments resulting in 62.3 per cent of the combined portfolio being investedin qualifying investments. The combined percentage as at 29 February 2008 was60.3 per cent. The Company has also met the other tests relating to the runningof a VCT. Since the Company's inception, funds awaiting investment in qualifyingcompanies have been managed by Neptune Investment Management Limited. I ampleased to confirm that the performance has been satisfactory when measuredagainst the relevant indices. The amount of funds managed by Neptune has clearlydeclined as qualifying investments have been made through the year funded by thesale of non-qualifying investments. As at 31 December 2007 £5,069,590 wasmanaged by Neptune for the Ordinary and C Share portfolios. Our qualifying investments are managed by Calculus Capital Limited. The sale ofour investment in Quintus Group was a highlight and was reported in the InterimReport. We have seen a strong underlying performance of the companies in theunquoted portfolio, but much turbulence in the AIM market, particularly duringthe second half of the year. In general, the underlying performance of AIMquoted investee companies has been satisfactory, though the profits warning atWorthington Nicholls and the collapse of Aquilo were disappointments. A portionof the Worthington Nicholls holding was sold ahead of the profit warning in atop slicing exercise which mitigated the overall impact of the fall. Aquilo wasa relatively small holding accounting for just over 1 pence of net asset valuefor each class of shares. Our overall exposure to the AIM market is graduallyreducing in percentage terms since increasingly we have been investing inunquoted companies. Since the year end, Egdon Resources has been demerged intotwo separate companies so that we now have separate investments in the on-shoreoil and gas exploration and production business (Egdon Resources) and the gasstorage business (Portland Gas). The Ordinary Share Fund total income for the period amounted to £133,000 whichwas largely derived from dividend and unfranked income on our quotedinvestments. The net asset value per Ordinary Share has declined from 113.4pence at the beginning of the year to 98.1 pence which is primarily due to thefalls in the share prices of AIM quoted companies. The C Share Fund total income for the period amounted to £279,000 again largelyderived from income from our quoted investments. The net asset value per C Sharehas declined from 103.6 pence to 92.7 pence over the year, again largely as aresult of declines in the prices of AIM quoted companies. An interim dividend of 1 pence per Ordinary Share and 1 pence per C Share waspaid on 26 October 2007. In view of current market conditions, the Directors donot propose to recommend a final dividend. Offer for Subscription We announced in December 2007 a proposal to launch an Offer for Subscription forboth Ordinary and C Shares. I am pleased to report that as at 18 March 2007,264,797 new Ordinary Shares and 289,961 new C Shares had been allotted underthese Offers. Outlook The UK economy is currently experiencing a period of turbulence, prompted byeconomic uncertainty and problems in the credit markets. This may be helpful inproviding a flow of investment opportunities at more attractive valuations thanhave prevailed for some time as good quality unquoted businesses find access tocapital more difficult. The Company has a good spread of risk across existinginvestments. We are currently experiencing good momentum in our unquotedportfolio. Many of our AIM quoted investments are also displaying resilientunderlying performance but the share prices of these companies are vulnerable tovolatility in the overall AIM market. Philip Stephens 19 March 2008 Income Statementsfor the yearended 31December2007OrdinaryShare Fund Year ended Year ended 31 December 2007 31 December 2006 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000(Losses)/ - (421) (421) - 479 479gains oninvestmentsat fairvalueIncome 133 - 133 139 - 139Investment (19) (57) (76) (23) (68) (91)managementfeeOther (55) - (55) (51) - (51)expensesReturn/ 59 (478) (419) 65 411 476(deficit) onordinaryactivitiesbeforetaxationTaxation on (2) - (2) (3) - (3)ordinaryactivitiesReturn/(deficit)attributable 57 (478) (421) 62 411 473to equityshareholdersReturn per 1.51p (12.59)p (11.08)p 1.65p 10.82p 12.47pOrdinaryShare C Share Fund Year ended Period ended 31 December 2007 31 December 2006* Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000(Losses)/ - (752) (752) - 778 778gains oninvestmentsat fairvalueIncome 279 - 279 223 - 223Investment (38) (115) (153) (34) (103) (137)managementfeeOther (119) - (119) (102) - (102)expensesReturn/ 122 (867) (745) 87 675 762(deficit) onordinaryactivitiesbeforetaxationTaxation on (3) - (3) (2) - (2)ordinaryactivitiesReturn/(deficit)attributable 119 (867) (748) 85 675 760to equityshareholdersReturn per C 1.42p (10.34)p (8.92)p 1.14p 9.10p 10.24pShare \* The first allotment of C Shares took place on 8 February 2006 and the first CShare investment was made on 20 April 2006. Income Statements for the year ended 31 December 2007Total Year ended Year ended 31 December 2007 31 December 2006* Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000(Losses)/gains on investments at (1,173) (1,173) - ,257 1,257fair valueIncome 412 - 412 362 - 362Investment management fee (57) (172) (229) (57) (171) (228)Other expenses (174) - (174) (153) - (153)Return/(deficit) on ordinaryactivities before taxation 181 (1,345) (1,164) 152 1,086 1,238Taxation on ordinary activities (5) - (5) (5) - (5)Return/(deficit) attributable to 176 (1,345) (1,169) 147 1,086 1,233equity shareholders * The first allotment of C Shares took place on 8 February 2006 and the first CShare investment was made on 20 April 2006. The total column of this statement is the profit and loss account of theCompany. All revenue and capital items in the above statement derive from continuingoperations. No operations were acquired or discontinued in the year. There is no statement of recognised gains and losses as there were no othergains and losses. Reconciliations of Movements in Shareholders' Fundsfor the year ended 31 December2007Ordinary Share Fund Share Share Special Capital Revenue capital premium reserve reserve reserve Total £'000 £'000 £'000 £'000 £'000 £'000For the year 1 January 2007 to 31 December 20071 January 2007 379 21 3,187 681 33 4,301Net (deficit)/return after - - - (478) 57 (421)taxation for the yearDividends paid - - - (103) (56) (159)31 December 2007 379 21 3,187 100 34 3,721 For the year 1 January 2006 to 31 December 20061 January 2006 379 21 3,187 270 1 3,858 Net return after taxation for - - - 411 2 473the yearDividends paid - - - - (30) (30)31 December 2006 379 21 3,187 681 33 4,301 Reconciliations of Movements in Shareholders' Fundsfor the year ended 31December 2007C Share Fund Share Share Special Capital Revenue capital premium reserve reserve reserve Total £'000 £'000 £'000 £'000 £'000 £'000For the year 1 January 2007 to 31 December 20071 January 2007 839 - 7,097 675 85 8,696Net (deficit)/return after - - - (867) 119 (748)taxation for the yearDividends paid - - - (38) (130) (168)31 December 2007 839 - 7,097 (230) 74 7,780 For the period 8 February2006 to 31 December 20068 February 2006 - - - - - -Issue of shares 839 7,554 - - - 8,393Expenses of share issue - (457) - - - (457)Transfer to special reserve - (7,097) 7,097 - - -Net return after taxation - - - 675 85 760for the periodDividends paid - - - - - -31 December 2006 839 - 7,097 675 85 8,696 Reconciliations of Movements in Shareholders' Fundsfor the year ended 31 December2007 Total Share Share Special Capital Revenue capital premium reserve reserve reserve Total £'000 £'000 £'000 £'000 £'000 £'000 For the year 1 January 2007 to 31 December 20071 January 2007 1,218 21 10,284 1,356 118 12,997Net (deficit)/return after - - - (1,345) 176 (1,169)taxation for the yearDividends paid - - - (141) (186) (327)31 December 2007 1,218 21 10,284 (130) 108 11,501 For the year 1 January 2006 to 31 December 20061 January 2006 379 21 3,187 270 1 3,858Issue of shares 839 7,554 - - - 8,393Expenses of share issue - (457) - - - (457)Transfer to special reserve - ( 7,097) 7,097 - - -Net return after taxation for the - - - 1,086 147 1,233yearDividends paid - - - - (30) (30)31 December 2006 1,218 21 10,284 1,356 118 12,997 Balance Sheetsas at 31 December 2007Ordinary Share Fund 31 December 31 December 2007 2006 £'000 £'000Fixed AssetsInvestments at fair value through 3,659 4,272profit or lossCurrent AssetsDebtors 26 9Cash at bank 57 59 83 68Creditors: Amounts falling due within one yearCreditors (20) (39)Bank overdraft (1) - (21) (39)Net Current Assets 62 29Net Assets 3,721 4,301 Represented by:CALLED UP SHARE CAPITAL AND RESERVESShare capital 379 379Share premium 21 21Special reserve 3,187 3,187Capital reserve realised 231 204Capital reserve unrealised (131) 477Revenue reserve 34 33Total equity shareholders' funds 3,721 4,301Net asset value per Ordinary Share 98.09p 113.37p Balance Sheetsas at 31 December 2007C Share Fund 31 December 31 December 2007 2006 £'000 £'000Fixed AssetsInvestments at fair value through profit 7,581 8,707or lossCurrent AssetsDebtors 26 18Cash at bank 217 160 243 178Creditors: Amounts falling due within one yearCreditors (44) (189)Net Current Assets/(Liabilities) 199 (11)Net Assets 7,780 8,696 Represented by:CALLED UP SHARE CAPITAL AND RESERVESShare capital 839 839Share premium - -Special reserve 7,097 7,097Capital reserve realised (82) (88)Capital reserve unrealised (148) 763Revenue reserve 74 85Total equity shareholders' funds 7,780 8,696Net asset value per C Share 92.69p 103.61p Balance Sheetsas at 31 December 2007Total 31 December 31 December 2007 2006 £'000 £'000Fixed AssetsInvestments at fair value through 11,240 12,979profit or lossCurrent AssetsDebtors 52 27Cash at bank 274 219 326 246Creditors: Amounts falling due within one yearCreditors (64) (228)Bank overdraft (1) - (65) (228)Net Current Assets 261 18Net Assets 11,501 12,997 Represented by:CALLED UP SHARE CAPITAL AND RESERVESShare capital 1,218 1,218Share premium 21 21Special reserve 10,284 10,284Capital reserve realised 149 116Capital reserve unrealised (279) 1,240Revenue reserve 108 118Total equity shareholders' funds 11,501 12,997 Cash Flow Statementsfor the year ended 31 December 2007Ordinary Share Fund Year ended Year ended 31 December 31 December 2007 2006 £'000 £'000Operating activitiesInvestment income received 110 110Deposit income received 5 25Investment management fees paid (94) (118)Administration fees paid (13) (10)Other cash payments (38) (57)Net cash outflow from operating activities (30) (50)Taxation (2) (3)Investing activitiesPurchase of investments (2,683) (3,140)Sale of investments 2,875 1,086Net cash inflow/(outflow) from investing 192 (2,054)activitiesEquity dividends paid (159) (30)FinancingCosts of share issue (4) (12)Net cash outflow from financing (4) (12)Decrease in cash (3) (2,149) Cash Flow Statementsfor the year ended 31 December 2007C Share Fund Year ended Period ended 31 December 31 December 2007 2006 £'000 £'000Operating activitiesInvestment income received 263 167Deposit income received 8 43Investment management fees paid (198) (92)Administration fees paid (26) (14)Other cash payments (84) (58)Net cash (outflow)/inflow from operating (37) 46activitiesTaxation (3) (2)Investing activitiesPurchase of investments (4,033) (8,767)Sale of investments 4,407 838Net cash inflow/(outflow) from investing 374 (7,929)activitiesEquity dividends paid (168) -FinancingProceeds of share issue - 8,393Costs of share issue (109) (348)Net cash (outflow)/inflow from financing (109) 8,045Increase in cash 57 160 Cash Flow Statementsfor the year ended 31 December 2007Total Year ended Year ended 31 December 31 December 2007 2006 £'000 £'000Operating activitiesInvestment income received 373 277Deposit income received 13 68Investment management fees paid (292) (210)Administration fees paid (39) (24)Other cash payments (122) (115)Net cash outflow from operating (67) (4)activitiesTaxation (5) (5)Investing activitiesPurchase of investments (6,716) (11,907)Sale of investments 7,282 1,924Net cash inflow/(outflow) from investing 566 (9,983)activitiesEquity dividends paid (327) (30)FinancingProceeds of share issue - 8,393Costs of share issue (113) (360)Net cash (outflow)/inflow from financing (113) 8,033Increase/(decrease) in cash 54 (1,989) 1 Preliminary statement of annual results This preliminary statement is not the Company's statutory accounts. The aboveresults for the year ended 31 December 2007 have been agreed with the Auditorsand are an abridged version of the Company's full draft accounts which have notyet been approved, audited or filed with the Registrar of Companies. The statutory accounts for the year ended 31 December 2006 have been deliveredto the Registrar of Companies and those for the year ended 31 December 2007 willbe dispatched to shareholders shortly. The statutory accounts for the year ended31 December 2006 received an audit report which was unqualified, did not includea reference to any matters to which the Auditors drew attention by way ofemphasis without qualifying the report and did not contain statements undersection 237 (2) and (3) of the Companies Act 1985. 2 Accounting Policies The announcement is prepared on the basis of the accounting policies as statedin the previous year's financial statements. 3 Income Ordinary Share Fund Year ended Year ended 31 December 2007 31 December 2006 £'000 £'000Income from listed investmentsUK dividend income 75 98Unfranked investment income 16 12Dividends reinvested 4 - 95 110Income from unlisted investmentsUnfranked investment income 26 4Interest reinvested 8 - 34 4Other incomeBank interest 4 25Total income 133 139Total income comprisesDividends 95 110Interest 38 29 133 139 C Share Fund Year ended Period ended 31 December 2007 31 December 2006 £'000 £'000Income from listed investmentsUK dividend income 185 129Unfranked investment income 17 12Dividends reinvested 22 - 224 141Income from unlisted investmentsUnfranked investment income 33 39Interest reinvested 15 - 48 39Other incomeBank interest 7 43Total income 279 223Total income comprisesDividends 224 179Interest 55 44 279 223 Total Year ended Year ended 31 December 2007 31 December 2006 £'000 £'000Income from listed investmentsUK dividend income 260 227Unfranked investment income 33 24Dividends reinvested 26 - 319 251Income from unlisted investmentsUnfranked investment income 59 43Interest reinvested 23 - 82 43Other incomeBank interest 11 68Total income 412 362Total income comprisesDividends 319 289Interest 93 73 412 362 4 Dividends Year ended Year ended 31 December 2007 31 December 2006 £'000 £'000Declared and paid:2006 Final dividend of 3.2p (2006: nil) 121 -per eligible Ordinary Share2006 Final dividend of 1.0p (2006: nil) 84 -per eligible C Share2007 Interim dividend of 1.0p (2006: 0.8p) 38 30per eligible Ordinary Share2007 Interim dividend of 1.0p (2006: nil) 84 -per eligible C Share The Company paid an interim dividend on 26 October 2007 of 1 pence per OrdinaryShare (2006: 0.8p) and an interim dividend of 1 pence per C Share (2006: nil).No final dividend is proposed in respect of the year ended 31 December 2007(2006: Ordinary Shares 3.2 pence per share; C Shares 1 pence per share) 5 Return per share Year ended 31 December 2007 Year ended 31 December 2006 Revenue Capital Total Revenue Capital Total pence pence pence pence pence penceOrdinary Share 1.51 (12.59) (11.08) 1.65 10.82 12.47C Share 1.42 (10.34) (8.92) 1.14 9.10 10.24 Ordinary Shares Revenue return per Ordinary Share is based on the net revenue on ordinaryactivities attributable to the Ordinary Shares of £57,000 (31 December 2006:£62,000) and on 3,793,562 (31 December 2006: 3,793,562) Ordinary Shares, beingthe weighted average number of Ordinary Shares in issue during the year. Capital return per Ordinary Share is based on the net capital loss for theperiod of £478,000 (31 December 2006: gain of £411,000) and on 3,793,562 (31December 2006: 3,793,562) Ordinary Shares, being the weighted average number ofOrdinary Shares in issue during the year. Total return per Ordinary Share is based on the total deficit on ordinaryactivities attributable to the Ordinary Shares of £421,000 (31 December 2006:return of £473,000) and on 3,793,562 (31 December 2006: 3,793,562) OrdinaryShares, being the weighted average number of Ordinary Shares in issue during theyear. C Shares Revenue return per C Share is based on the net revenue on ordinary activitiesattributable to the C Shares of £119,000 (31 December 2006: £85,000) and on8,393,209 (31 December 2006: 7,417,605) C Shares, being the weighted averagenumber of C Shares in issue during the year. Capital return per C Share is based on the net capital loss for the period of£867,000 (31 December 2006: gain of £675,000) and on 8,393,209 (31 December2006: 7,417,605) C Shares, being the weighted average number of C Shares inissue during the year. Total return per C Share is based on the total deficit on ordinary activitiesattributable to the C Shares of £748,000 (31 December 2006: gain of £760,000)and on 8,393,209 (31 December 2006: 7,417,605) C Shares, being the weightedaverage number of C Shares in issue during the year. 6 Called up share capital +----------------------------------------+------------------+------------------+| | 31 December 2007| 31 December 2006|+----------------------------------------+------------------+------------------+| | £'000| £'000|+----------------------------------------+------------------+------------------+|Authorised: | | |+----------------------------------------+------------------+------------------+|50,000,000 Ordinary Shares of 10p each | 5,000| 5,000|+----------------------------------------+------------------+------------------+|15,000,000 C Shares of 10p each | 1,500| 1,500|+----------------------------------------+------------------+------------------+|Authorised, issued and fully paid: | | |+----------------------------------------+------------------+------------------+|3,793,562 Ordinary Shares of 10p each | 379| 379|+----------------------------------------+------------------+------------------+|8,393,209 C Shares of 10p each | 839| 839|+----------------------------------------+------------------+------------------+ The assets attributable to the C shareholders will be managed and accounted foras a separate investment pool until the date on which the C Shares are convertedinto new Ordinary Shares. Dividends on the Ordinary Shares have to be paid outof the reserves attributable to the Ordinary shareholders and dividends on the CShares have to be paid out of the reserves attributable to the C shareholder.The payment of dividends on each investment pool is subject to the Company as awhole having sufficient distributable reserves. It is expected that C Shareswill be converted into new Ordinary Shares no later than 30 April 2009. The CShares will then convert into Ordinary Shares at a rate reflecting the relativevalues of the total net assets attributable to each class of share, so that eachholding of C Shares is converted into a holding of Ordinary Shares with the sameunderlying net asset value. The Ordinary Shares and the C Shares rank pari passu as to rights to attend andvote at any general meeting of the Company. 7 Net asset value per share 31 December 2007 31 December 2006 pence pence Ordinary Shares of 10p each 98.09 113.37 C Shares of 10p each 92.69 103.61 The basic net asset value per Ordinary Share is based on net assets (includingcurrent period revenue) of £3,721,000 (31 December 2006: £4,301,000) and on3,793,562 (31 December 2006: 3,793,562) Ordinary Shares, being the number ofshares in issue at the end of the year. The basic net asset value per C Share is based on net assets (including currentperiod revenue) of £7,780,000 (31 December 2006: £8,696,000) and on 8,393,209(31 December 2006: 8,393,209) C Shares, being the number of shares in issue atthe end of the period. This information is provided by RNS The company news service from the London Stock Exchange