Neptune-Calculus Income & Growth Regulatory News (NEP)

RNS Number : 4585Z

Neptune-Calculus Income &Growth VCT

15 March 2012

 

 

Financial highlights

		Year ended
		31 December
Ordinary Shares		2011
Return per share		(5.3)p
Net asset value per share		58.9p
Cumulative dividends paid		16.5p
Recommended final dividend		2.0p
		As at  29 February 2012*   *
Unaudited net asset value per share♦		61.7p

*Being the latest practicable date prior to publication

♦Including current year revenue

 

 

I present your Company's results for the year ended 31 December 2011. Net assets per Ordinary Share as at 31 December 2011 were 58.9p, compared with 61.9p as at 30 June 2011 and 68.5p as at 31 December 2010. This result for the year is encouraging, particularly in the last six months, and in light of the fact we paid dividends amounting to a total of 4.5 pence during the year.

 

Our qualifying investments are managed by Calculus Capital Limited and are in a combination of unquoted and AIM companies. Several new qualifying investments were made during the year including £413,000 in Lime Technology Limited, £134,000 in Heritage House Media Limited, £100,000 in MicroEnergy Generation Services Limited and £75,000 in Terrain Energy Limited. Further details of these investments are set out in the Investment Manager's Review that follows this statement. During the year we sold our holding in Brulines Group as it was considered that there was limited upside as a result of the economic pressures in the leisure, and in particular the pub, sector.

The overall value of the quoted portfolio, which is composed entirely of AIM companies, has fallen by 27 per cent over the last twelve months on a like for like basis which compares with a decline in the FTSE AIM All-Share Index of 26 per cent over the same period.

By contrast, the value of the unquoted portfolio only showed a decline of 7 per cent over the past twelve months on a like for like basis and the new companies invested in have increased in value.

A more detailed analysis of investment performance can be found in the Investment Manager's Review that follows this statement.

 

Our non-qualifying investments comprise holdings in the Neptune Income Fund, the Neptune Quarterly Income Fund and liquidity funds. Both Neptune Funds are biased towards large cap stocks and our investments fell by 10.1 and 10.7 per cent respectively over the period, compared to a fall of 6 per cent in the FTSE 100 index. During the year the Company sold £300,000 of its holding in the Neptune Income Fund and £300,000 of its holding in the Neptune Quarterly Income Fund. We also sold £695,000 of the liquidity funds to make qualifying investments and to buy back shares.

In line with its policy of returning cash to shareholders, during the year, the Company purchased a total of 665,948 Ordinary Shares for cancellation for a consideration of £399,000 at an average price of 59.9 pence per share representing 5.7 per cent of the current issued share capital.

 

Another method of returning cash to shareholders is through payment of tax-free dividends. The Company paid a special interim dividend for 2011 of 1.5 pence per Ordinary Share in March as well as an interim dividend of 1 penny per Ordinary Share which was paid in October. These together with the 2010 final dividend of 2 pence per share paid in June 2011 resulted in dividends of 4.5 pence being paid during the year.

The Directors are also pleased to propose a final dividend for 2011 of 2 pence per Ordinary Share which, subject to shareholder approval, will be payable on 15 June 2012 to shareholders on the register on 11 May 2012.

The euro zone debt crisis continues to be a concern for the UK economy which remains fragile with little growth expected in 2012. Cutbacks in public sector spending have also adversely affected businesses, particularly companies which contract with public sector entities. We are encouraged, however, by the robust performance of some of our unquoted holdings which may indicate that the UK economy will fare better in 2012 than is generally predicted.

 

Philip Stephens

 

Chairman

 

15 March 2012

 

 

Calculus Capital manages the Company's qualifying portfolio. 

 

The FTSE AIM All-Share index fell by 26 per cent during 2011 and was significantly outperformed by the FTSE 100, which only fell by 6 per cent over the same period.

 

At the year end, the portfolio of qualifying investments comprised 17 companies, made up of both unquoted and AIM stocks.

The quoted portfolio, which consists entirely of AIM companies, has shown an overall fall in value of the year of 27 per cent on a like for like basis. At 31 December 2011, it was valued at £1,017,000 compared with £1,619,000 as at 31 December 2010. During the year the Company made no new quoted investments, and the decrease in value includes the sale for £183,000 of the Company's investment in Brulines Group plc in May as it was felt that the stock no longer had any upside potential due to economic pressures in the leisure, and, in particular, the pubs sector.

EpiStem Holdings plc ("EpiStem") continues to show year on year growth in revenues and earnings. In March 2011, EpiStem announced a collaboration agreement with Sanofi-Aventis U.S. relating to EpiStem's proprietary biomarker technologies. A number of new, larger institutional investors acquired or increased their holdings in the company during the year.

Infrastrata plc ("Infrastrata") has re-positioned itself to be better placed to benefit from developments in the gas storage market and also from traditional oil and gas exploration. In March 2011, Infrastrata spun out part of its exploration interests in to two companies, Brigantes Energy Limited ("Brigantes") and Corfe Energy Limited ("Corfe"). Infrastrata and Corfe were awarded three offshore blocks adjacent to the Dorset coast close to the giant Wytch Farm oilfield in the UK's 26th licensing round. Infrastrata has also shot 275 kilometres of 2D seismic data at its Larne exploration licence in County Antrim. The agreement with BP Gas Marketing Limited ("BPGM") regarding the appraisal of the Islandmagee gas storage facility in County Antrim, and the grant of an option to BPGM to acquire a 50.495 per cent equity interest in the project is also a notable step for Infrastrata's gas storage development operations.

The quoted investment showing the largest decrease in value was Managed Support Services plc which fell in value by 85 per cent over the period. The company sold its core business of building services on 5 December 2011 to a subsidiary of Rentokil Initial plc and is no longer carrying on any trading activities. The rest of the quoted portfolio is positioned to benefit from improved trading conditions.

Several of the unquoted companies are making good progress and have increased in value over the year. Overall, the unquoted portfolio has shown a decrease in value over the year of 7 per cent on a like for like basis. At 31 December 2011, the unquoted portfolio was valued at £3,674,000 compared with £3,009,000. The increase in value reflects the new investments made during the year.

New qualifying investments were made during the year in Heritage House Media Limited ("Heritage"), Terrain Energy Limited ("Terrain"), MicroEnergy Generation Services Limited ("MicroEnergy") and Lime Technology Limited ("Lime") and the company made a small investment of £10,000 in Mechadyne Holdings Limited, an automotive technology company. £116,700 was received from Waterfall Services Limited ("Waterfall") when it redeemed its preference shares at par. The section on unquoted portfolio companies on pages 8 to 10 of the Report and Accounts contains further information.

Terrain acquired interests in two additional licences during the year and raised a further £75,000 from the VCT in March 2011 (as part of a £600,000 fundraising). The new licence interests are a 10 per cent interest in a gas exploration opportunity in the Larne-Lough Neagh basin in County Antrim and a 12.5 per cent interest in an oil licence exploration at Burton on the Wold in the East Midlands. The main prospect at Larne is a conventional gas play which is thought to be an extension of the Morecambe Bay gas field. 270km of 2D seismic data has recently been obtained with the plan to drill a gas appraisal well in the first half of 2012. Of the four existing licences, Keddington is currently producing oil and the ongoing evaluation of this field is expected to lead to increased field production and revenues during 2012. The use of gas at Keddington for electricity generation and export to the grid is under evaluation, and further development of the rest of the portfolio is also planned for the forthcoming year. During the period, Terrain acquired an interest in the PL1/10 licence in the Larne-Lough Neagh basin in Northern Ireland.

The Company invested £63,000 in Heritage in January, £21,000 in April and £50,000 in December following the restructuring of the balance sheet which converted part of the company's debt into equity. As part of this process, the company also invested £5,500 to acquire 100 per cent of the shares in Neptune-Calculus SPV Limited ("Neptune-Calculus SPV"). Neptune-Calculus SPV, in turn, owns shares and securities in Heritage which were purchased from Foresight 2 VCT plc and Foresight 3 VCT plc. Various initiatives are being implemented at Heritage in 2012. Heritage's printed books and magazines will be offered online (and via apps), providing enhanced selling opportunities and reduced printing costs. In addition, a ticketing/pass scheme (selling tickets for Stately Homes and other attractions) and an accommodation website will be launched, enabling customers to book accommodation and tickets for properties advertised in Heritage's printed Visit Britain guides and Hudson's. Further cost savings have been made following a re-organisation of the staff and office buildings. For the first time, all Heritage employees are now based at one site. Although trading continued to be tough in 2011, the migration to digital media and the new opportunities should enable Heritage to enhance performance in 2012.

In early April, £100,000 was invested in MicroEnergy. MicroEnergy is a company set up to acquire renewable, microgeneration facilities, including (but not limited to) wind, anaerobic digestion, hydro and micro CHP (Combined Heat and Power). The investment was provided as £30,000 of ordinary equity and £70,000 in the form of long-term loan stock with a coupon of 7 per cent. The Company has entered into a contract to buy a fleet of 84 small wind turbines (

£413,000 was invested in Lime, a low carbon based building materials developer, in the second half of the year. The investment was £213,000 in ordinary equity and £200,000 loan stock. The company's main product is Hembuild, a lime and hemp based building material manufactured in panel form and used in the mainstream construction industry. Lime has recently completed its contracts for the new Marks & Spencer Cheshire Oaks superstore, the largest outside Marble Arch, and a warehouse for Kane's Foods. Lime is currently completing a contract to build new archives for the Science Museum. Lime's subsidiary Hemp Technology, which operates a fibre processing plant, has been operating profitably since August 2011. Hemp Technology's sales of processed linseed to the paper industry have increased from nil to an annualised rate of 5,000 tonnes since Easter.

Waterfall's education division has won a significant contract in Sheffield. Waterfall redeemed its preference shares at par in November, and in December, was chosen for the Private Companies Sunday Times Virgin Fast Track 100 after three years of high growth.

Triage Holdings Limited provides IT repair and refurbishment services. In February the company won a contract with CompuCover, a leading provider of specialist theft and accidental damage insurance to individuals and to the education and business sectors. The market has been difficult. A fall in retail sales since the financial crash of 2008 has impacted the level of warranty repairs work carried out by the group. Some work has been taken back in-house by customers and competition has put pressure on margins. Performance in 2011 has been reasonable given the slackness in its market.

RMS Group Holdings Limited ("RMS") provides port services from six locations on the Humber Estuary, the UK's busiest trading estuary. The group's services cover shipping, stevedoring, storage/warehousing and support logistics for import and export cargoes moving between Northern Europe, the Baltic, Russia, the Iberian Peninsula and the Mediterranean. During 2011 the company performed ahead of budget. Total borrowings also fell below £10 million for the first time in May, illustrating the progress that has been made since the management buyout in 2007, when borrowings stood at £15.6 million.

 

Since the year end RMS has redeemed the Company's holding of £200,000 of its loan stock. There have been no other developments since year end.

 

Companies that contract with the public sector and those which are affected by indirect exposure to weak retail markets have found conditions challenging. Overall, we are encouraged by the performance of the portfolio. Several companies which operate primarily in UK markets have performed ahead of expectations which may indicate that the economy is showing signs of robustness at ground level which are not yet apparent in the official statistics.

 

 

John Glencross

 

Calculus Capital Limited

 

 

15 March 2012

  

 INVESTMENT PORTFOLIO

The ten largest holdings by value are included below:   As at 31 December 2011
Percentage
	Cost			Valuation	of portfolio
	£			£	%
AIM investments (quoted equity)
EpiStem Holdings plc*	251,261			707,571	10.9
Pressure Technologies plc	200,401			180,270	2.8
Other AIM investments*	1,942,038			129,586	2.0
Unquoted equity investments
RMS Group Holdings Limited	92,339			430,155	6.6
Triage Holdings Limited*	50,589			-	0.0
Waterfall Services Limited	50,129			530,464	8.1
Terrain Energy Limited	410,013			524,813	8.1
Heritage House Media Limited∞	929,779			-	0.0
Lime Technology Limited	213,233			458,900	7.1
MicroEnergy Generation Services Limited	30,000			30,000	0.4
Other unquoted equity investments	5,000			5,000	0.1
Unquoted preference shares
Triage Holdings Limited preference shares ‡	357,720			443,572	6.8
Unquoted bonds
Heritage House Media Limited loan stockƗ∞	505,899			248,520	3.8
RMS Group Holdings Limited loan stock	200,000			200,000	3.1
Waterfall Services Limited loan stock	333,333			333,333	5.1
Triage Holdings Limited loan stock	74,280			74,280	1.2
Lime Technology Limited loan stock	200,000			200,000	3.1
MicroEnergy Generation Services Limited loan stock	70,000			70,000	1.0
Terrain Energy Limited loan stock	75,000			75,000	1.2
Other unquoted bonds	50,000			50,000	0.8
Non-qualifying equity investments and loan stockƗ*¥∞		(330,552)		(218,509)	(3.3)
Total qualifying investments	5,710,462			4,472,955	68.9
Quoted funds
Neptune Quarterly Income Fund Income Units			941,224	853,898	13.1
The Neptune Income Fund Income A Class			958,018	889,935	13.7
Unquoted funds
Fidelity Sterling Fund distributing shares class A			26,092	26,092	0.4
SWIP Global Liquidity Fund			42,000	42,000	0.6
GS Sterling Liquid Reserves			378	378	0.0
Non-qualifying equity investments and loan stockƗ*¥∞			330,552	218,509	3.3
Total non-qualifying investments			2,298,264	2,030,812	31.1
Total investments			8,008,727	6,503,767	100.0

 

Ɨ The valuation of Heritage House Media Limited loan stock includes rolled up interest which is non-qualifying. This cost £309,118 and is valued at £nil.

 

¥ The valuation of Triage Holdings Limited preference shares includes a redemption premium which is non-qualifying. This cost £nil and is valued at £85,852.

 

* The valuations of certain investments include small purchases made which are non-qualifying investments. These cost £15,934 and are valued at £12,313.

 

∞ Included in the cost of the equity holding of Heritage House Media is £37 of shares which belong to Neptune-Calculus SPV, which is wholly owned by the Company. Included within the cost and valuation of the loan stock holding of Heritage House Media is £5,463 and £120,344 respectively of loan stock held by Neptune-Calculus SPV. These investments are non-qualifying.

The following unquoted investments are included in the investment portfolio at the balance sheet date. Further details of these companies (based on the latest published accounts) are provided below:

Heritage House Media Limited			Publishing and Media Services
Heritage House Media is based in East Anglia, and provides publishing and media services to the heritage, UK visitor attraction and disability markets. It is the largest supplier of guidebooks and promotional material to UK stately homes and is the publisher of Hudson's Historic Houses & Gardens and Hudson's Dream Weddings. As a small company, Heritage House Media is exempt from filing full accounts.
Latest audited results:	£'000	£'000		Investment information:	£'000
Year ended 30 September	2010	2009		Total cost	1,436
Net liabilities	(3,639)	(1,522)		Income recognised in year	0
Valuation basis: Discounted cash flow				Equity valuation	0
				Loan stock valuation	249
				Voting rights held directly	19.1 per cent
				Voting rights held By Neptune-Calculus SPV	17.2 per cent
Other funds managed by Calculus Capital Limited have invested in this company and have combined voting rights of 11.6 per cent.

 

 

RMS Group Holdings Limited					Operator of Port Facilities
RMS Group Holdings is a Humberside based port operator, and provides customers with shipping, stevedoring and storage warehousing. The group also has a national logistics division.
Latest audited results (group):	£'000	£'000		Investment information:		£'000
Year ended 31 December	2010	2009		Total cost		292
Turnover	25,463	24,000		Income recognised in year		24
Pre-tax profit	683	710		Equity valuation		430
Net Assets	5,528	5,426		Loan stock valuation		200
Valuation basis: Earnings multiple				Voting rights		4.7 per cent

 

Waterfall Services Limited					Catering and Support Services
Waterfall Services provides catering and support services to the aged care, welfare and education markets. In 2008, the company acquired Taylor Shaw, an independent caterer with a strong foothold in the education market, and in 2009 established a specialist kosher division to cater for the Jewish aged care market. The group now employs over 2,200 people.
Latest audited results (group):	£'000	£'000		Investment information:		£'000
Year ended 31 March	2011	2010		Total cost		383
Turnover	43,261	36,333		Income recognised in year		39
Pre-tax profit	1,302	853		Equity valuation		530
Net Assets	2,449	1,594		Loan stock valuation		333
Valuation basis: Earnings multiple				Voting rights		9.2 per cent

 

 

Triage Holdings Limited				IT Repairs
Triage Holdings provides IT repair and refurbishment services and auto identification solutions to customers. The group has headquarters in Stevenage, but operates repair centres in several other locations across the UK. In May 2010 Triage achieved the prestigious Gold Supplier Standard status in Fujitsu's UK Supplier Management programme.
Latest audited results (group):	£'000	£'000	Investment information:		£'000
Year ended 31 December	2010	2009	Total cost			483
Turnover	8,970	9,656	Income recognised in year				21
Pre-tax loss	(407)	(209)	Equity valuation		0
Net Assets	72	536	Preference shares valuation		444
			Loan stock valuation		74
Valuation basis: Earnings multiple			Voting rights		8.2 per cent

 

Terrain Energy Limited		Oil and Gas Production
Terrain Energy was established by Calculus Capital Limited in 2009 to develop a portfolio of onshore oil and gas producing assets in the UK.
Latest audited results:	£'000		Investment information:		£'000
Year ended 31 December	2010		Total cost		485
Turnover	271		Income recognised in year				4
Pre-tax loss	(158)		Equity valuation		525
Net Assets	1,953		Loan stock valuation		75
Valuation basis: Discounted cash flow			Voting rights		12.2 per cent
Other funds managed by Calculus Capital Limited have invested in this company and have combined voting rights of 10.6 per cent.

Lime Technology Limited					Construction
Lime Technology is a low carbon based building materials developer based in Abingdon. Lime is a leader in lime and hemp based building products for the mainstream construction industry. Through its subsidiary, Hemp Technology, the company controls the hemp supply chain from seed to finished wall.
Latest audited results (group):	£'000		£'000	Investment information:		£'000
Year ended 4 November	2010*		2009	Total cost		413
Turnover	3,726		2,035	Income recognised in year		7
Pre-tax (loss)	(1,556)	(1,117)		Equity valuation		459
Net Assets	252	(175)		Loan stock valuation		200
Valuation basis: Earnings multiple				Voting rights		7.3 per cent
Other funds managed by Calculus Capital Limited have invested in this company and have combined voting rights of 35.1 per cent. \* The 2010 Lime Technology group accounts are not required to be audited. These figures are derived from the Lime Technology Limited, Hemcrete Projects Limited and Hemp Technology Limited accounts which have been audited.

 

MicroEnergy Generation Services Limited		Renewable Energy
MicroEnergy is a company set up by Calculus Capital in 2011 to acquire renewable, microgeneration facilities. The company has entered into a contract to buy a fleet of 84 small wind turbines (
Latest audited results (group):	Investment information:		£'000
No accounts have yet been produced	Total cost		100
	Income recognised in year		4
	Equity valuation		30
	Loan stock valuation		70
Valuation basis: Cost	Voting rights		1.7 per cent
Other funds managed by Calculus Capital Limited have invested in this company and have combined voting rights of 16.8 per cent.

 

Mechadyne Holdings Limited					Automotive Technology
Mechadyne researches and develops advanced valvetrain systems for internal combustion engines.
Latest audited results (group):	£'000		£'000	Investment information:		£'000
Year ended 31 December	2010		2009	Total cost		10
Turnover	400		817	Income recognised in year		0
Pre-tax (loss)/profit	(597)	(348)		Equity valuation		5
Net Assets	3,625	3,624		Loan stock valuation		5
Valuation basis: Cpst				Voting rights		0.1 per cent
Other funds managed by Calculus Capital Limited have invested in this company and have combined voting rights of 6.5 per cent.

The Company is exposed to a variety of risks and the principal risks identified by the Board are noted below.

The Company is required at all times to observe the conditions within the Income Tax Act 2007 for the maintenance of approved VCT status. This involves compliance with a number of tests which, if not met, could result in the loss of a number of tax reliefs which are currently available to both the Company and its shareholders under its VCT status. The tests are under continual review by Calculus Capital Limited, the administrator and (qualifying) investment manager of the Company. The Board keeps these matters under continual review through the provision of monthly management information and quarterly Board meetings. The Board has also retained the services of a VCT consultant to undertake an independent monitoring role.

The majority of the Company's investments will ultimately be in small and medium size companies as these meet the VCT qualifying holdings rules. These companies may not be publicly traded or freely marketable and realisations of such investments can be difficult and can take a considerable amount of time. They also, by their nature, tend to carry higher risk than a larger or longer established business. This risk is in part mitigated by diversifying the investments and maintaining around 25 per cent of the Company's portfolio in liquid assets to enable any short term cash requirements to be met.

In addition, the Company is subject to other price risk constituting uncertainty about the future prices of financial instruments held by the Company. The Company has also invested in loan stocks and as a result is subject to credit risk. The majority of the loan stocks are fixed rate so the Board does not consider interest rate risk to be material. The Company has no exposure to foreign currency risk, nor does it have any interest bearing liabilities. Further comment is provided on the financial risks of the Company in note 19 to the accounts.

The Board regularly reviews the risks the business faces and their potential impact on the Company. The Board monitors the Company's performance through the use of regular financial information and administrator and management reports.

 

A special interim dividend of 1.5 pence and an interim dividend of 1.0 pence per Ordinary Share were paid during the year. As the proposed final dividend of 2.0 pence per Ordinary Share has to be approved at the Annual General meeting, it will be paid, subject to approval, to shareholders on 15 June 2012. The record date of the dividend will be 11 May 2012.

The Directors are responsible for preparing the Directors' Report and the accounts in accordance with applicable law and regulations.

Company law requires the Directors to prepare accounts for each financial year. Under that law the Directors have to prepare the accounts in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable laws). Under Company law, the Directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Company for that period. In preparing these accounts, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgments and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the accounts;

• prepare the accounts on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the accounts comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The accounts are published on the www.calculuscapital.com website, which is a website maintained by the Company's Investment Manager, Calculus Capital Limited. The maintenance and integrity of the website maintained by Calculus Capital Limited is, so far as it relates to the Company, the responsibility of Calculus Capital Limited. The work carried out by the auditors does not involve consideration of the maintenance and integrity of this website and accordingly, the auditors accept no responsibility for any changes that have occurred to the accounts since they were initially presented on the website. Visitors to the website need to be aware that legislation in the United Kingdom covering the preparation and dissemination of the accounts may differ from legislation in their own jurisdiction.

The Directors confirm that to the best of their knowledge:

• the accounts, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and loss of the Company; and

• the Directors' Report includes a fair review of the development and performance of the business and the position of the Company together with a description of the principal risks and uncertainties that it faces.

 

On behalf of the Board

 

Philip Stephens

Chairman

15 March 2012

 

 INCOME STATEMENT

for the year ended 31 December 2011
			Year ended			Year ended
		31 December 2011			31 December 2010
		Revenue	Capital	Total	Revenue		Capital	Total
	Note	£’000	£’000	£’000	£’000		£’000	£’000
Losses on investments at fair value	8	-	(604)	(604)	-		(897)	(897)
Investment income	2	223	-	223	357		-	357
Investment management fee	3	(21)	(62)	(83)	(34)		(102)	(136)
Other expenses	4	(158)	-	(158)	(158)		-	(158)
Return/(deficit) on ordinary activities before finance charges and taxation		44	(666)	(622)	165		(999)	(834)
Finance charges		-	-	-	-		-	-
Taxation on ordinary activities	5	-	-	-	-		-	-
Return/(deficit) attributable to Ordinary shareholders		44	(666)	(622)	165		(999)	(834)
Return/(deficit) per Ordinary Share	7	0.37p	(5.63)p	(5.26)p	1.33p		(8.06)p	(6.73)p

The total column is the profit and loss account of the Company. The revenue and capital columns are provided as supplementary information in accordance with the AIC SORP.

All items in the above statement derive from continuing operations. No operations were acquired or discontinued in the year.

There is no statement of recognised gains and losses as there were no other gains and losses.

 The relevant accompanying notes are an integral part of this statement.RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

for the year ended 31 December 2011
				Capital
	Share	Share	Special	redemption	Capital	Revenue
	capital	premium	reserve	reserve	reserve	reserve	Total
	£'000	£'000	£'000	£'000	£'000	£'000	£'000
For the year 1 January 2011 to 31 December 2011
1 January 2011	1,230	631	10,039	10	(3,653)	165	8,422
Cancellation of own shares	(67)	-	(401)	67	-	-	(401)
Net (deficit)/return after taxation for the year	-	-	-	-	(666)	44	(622)
Dividends paid	-	-	(383)	-	-	(164)	(547)
31 December 2011	1,163	631	9,255	77	(4,319)	45	6,852
For the year 1 January 2010 to 31 December 2010
1 January 2010	1,240	631	10,271	-	(2,654)	202	9,690
Cancellation of own shares	(10)	-	(62)	10	-	-	(62)
Net (deficit)/return after taxation for the year	-	-	-	-	(999)	165	(834)
Dividends paid	-	-	(170)	-	-	(202)	(372)
31 December 2010	1,230	631	10,039	10	(3,653)	165	8,422

The relevant accompanying notes are an integral part of this statement.

BALANCE SHEET

as at 31 December 2011
			31 December	31 December
			2011	2010
	Note		£'000	£'000
Fixed Assets
Investments at fair value through profit or loss	8		6,504	7,964
Current Assets
Debtors	10		41	73
Cash at bank			377	509
			418	582
Creditors: Amounts falling due within one year
Creditors	11	(70)		(124)
Net Current Assets		348		458
Net Assets		6,852		8,422
Represented by:
CALLED UP SHARE CAPITAL AND RESERVES
Share capital	12		1,163	1,230
Share premium	13		631	631
Special reserve	13		9,255	10,039
Capital redemption reserve	13		77	10
Capital reserve - other	13		(2,814)	(2,670)
Capital reserve - investment holding loss	13		(1,505)	(983)
Revenue reserve	13		45	165
Total Ordinary shareholders' funds			6,852	8,422
Net asset value per Ordinary Share	14		58.89p	68.47p

The relevant accompanying notes are an integral part of this statement.

CASH FLOW STATEMENT

for the year ended 31 December 2011
		Year ended	Year ended
		31 December	31 December
		2011	2010
	Note	£'000	£'000
Operating activities
Investment income received		247	238
Other income received		7	-
Investment management fees paid		(85)	(189)
Administration fees paid		(17)	(28)
Other cash payments		(130)	(133)
Net cash inflow/(outflow) from operating activities	15	22	(112)
Investing activities
Purchase of investments		(738)	(129)
Sale of investments		1,594	952
Net cash inflow from investing activities		856	823
Equity dividends paid	6	(547)	(372)
Financing
Shares bought back		(463)	-
Net cash outflow from financing		(463)	-
Decrease/increase in cash	16	(132)	339

The relevant accompanying notes are an integral part of this statement.

 

The accounts have been prepared under the historical cost convention, except for the valuation of investments at fair value, and in accordance with applicable UK accounting standards. The Directors have prepared the accounts on a basis compliant with the recommendations of the Statement of Recommended Practice January 2003, revised January 2009 ("the SORP") for Investment Trust Companies and Venture Capital Trusts produced by the Association of Investment Companies ("AIC").

 

The Company has not prepared consolidated accounts and has accounted for its subsidiary Neptune-Calculus SPV Limited ("Neptune-Calculus SPV") as an investment on the grounds that its results are immaterial to the Company and control is intended to be temporary because the subsidiary has been acquired and held exclusively with a view to its subsequent disposal in the near future.

As the Company's business is investing in investments with a view to profiting from their total return in the form of increases in fair value, investments are designated as fair value through profit or loss on initial recognition in accordance with FRS 26. Fair value is the amount for which an asset can be exchanged between knowledgeable, willing parties in an arm's length transaction. The Company manages and evaluates the performance of these investments on a fair value basis in accordance with its investment strategy, and information about the investments is provided on this basis to the Board of Directors.

Investments held at fair value through profit or loss are initially recognised at fair value, being the consideration given and excluding transaction or other dealing costs associated with the investment, which are expensed and included in the capital column of the Income Statement.

After initial recognition, investments, which are classified as fair value through profit or loss, are measured at fair value. Gains or losses on investments classified as fair value through profit or loss are recognised in the capital column of the Income Statement, and allocated to the capital reserve - other, and capital reserve - investment holding loss as appropriate.

Aggregate transaction and dealing costs included in disposals and additions are disclosed in note 8 to the accounts, as recommended by the SORP. All purchases and sales of investments are accounted for on the trade date basis.

For quoted investments, fair value is established by reference to bid, or last, market prices depending on the convention of the exchange on which the investment is quoted.

Unquoted investments are valued using an appropriate valuation technique so as to establish what the transaction price would have been at the balance sheet date. Such investments are valued in accordance with the International Private Equity and Venture Capital Association (''IPEVCA'') guidelines. Primary indicators of fair value are derived from earnings or sales multiples, using discounted cash flows, recent arm's length market transactions, from net assets, or where appropriate, at cost for recent investments or the valuation as at the previous reporting date.

Those venture capital investments that may be termed associated undertakings are not equity accounted for and are carried at fair value as determined by the Directors in accordance with the Company's accounting policy, as required by FRS 9 "Associates and Joint Ventures", where venture capital entities hold investments as part of an investment portfolio.

Dividends receivable on equity shares and on unquoted funds are recognised as income on the date on which the shares or units are marked as ex-dividend. Where no ex-dividend date is available, the income is recognised when the Company's right to receive it has been established.

Interest receivable from fixed income securities is recognised using the effective interest rate method.

Interest receivable on bank deposits is included in the accounts on an accruals basis.

Other income is credited to the revenue column of the Income Statement when the Company's right to receive the income is established.

All expenses are accounted for on an accruals basis. Expenses are charged through revenue in the Income Statement except as follows:

• expenses which are incidental to the acquisition or disposal of an investment are taken to the capital column of the Income Statement;

• expenses are charged to the capital column in the Income Statement where a connection with the maintenance or enhancement of the value of the investments can be demonstrated. In this respect management fees have been allocated 75 per cent to the capital column and 25 per cent to the revenue column in the Income Statement, being in line with the Board's expected long-term split of returns, in the form of capital gains and income respectively, from the investment portfolio of the Company;

• expenses associated with the issue of shares are deducted from the Share premium account.

Capital reserve - other

The following are accounted for in this reserve:

• gains and losses on disposal of investments; and

• expenses, together with the related tax effect, charged to the capital column of the Income Statement in accordance with the above policies.

Capital reserve - investment holding loss

The following are accounted for in this reserve:

• movements in the fair value of investments held at the year end.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future have occurred at the balance sheet date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversals of the underlying timing differences can be deducted. Timing differences are differences between the Company's taxable profits and its results as stated in the accounts.

Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis.

No taxation liability arises on gains from sales of fixed asset investments by the Company by virtue of its venture capital trust status. However, the net revenue (excluding UK dividend income) accruing to the Company is liable to corporation tax at the prevailing rates.

Dividends to shareholders are accounted for in the period in which they are paid or approved in general meetings. Dividends payable to equity shareholders are recognised in the Reconciliation of Movements in Shareholders' Funds when they are paid, or have been approved by shareholders in the case of a final dividend and become a liability of the Company.

Where shares are repurchased for cancellation, the consideration paid, including any directly attributable incremental costs, is deducted from distributable reserves. As required by the Companies Act 2006, the equivalent of the nominal value of shares cancelled is transferred to a capital redemption reserve.

 

2 Income

	Year ended	Year ended
	31 December 2011	31 December 2010
	£'000	£'000
Income from quoted investments
UK dividend income	144	149
Unfranked investment income	1	2
Dividends reinvested	1	2
	146	153
Income from unquoted investments
UK dividend income	-	55
Unfranked investment income	71	69
Interest reinvested	-	80
	71	204
Other income
Interest on dividend received	6	-
	6	-
Total income	223	357
Total income comprises
Dividends	146	208
Interest	77	149
	223	357

 

3 Investment management fee

	Year ended			Year ended
	31 December 2011			31 December 2010
	Revenue	Capital	Total	Revenue	Capital	Total
	£'000	£'000	£'000	£'000	£'000	£'000
Investment management fee	30	89	119	45	135	180
Claw back of excess expenses	(9)	(27)	(36)	(11)	(33)	(44)
	21	62	83	34	102	136

For the year ended 31 December 2011, Calculus Capital waived £36,483 (2010: Calculus Capital: £33,306, Neptune Investment Management £11,101) of its fees. At 31 December 2011, there was £17,509 outstanding payable to Calculus Capital (31 December 2010: Calculus Capital £15,199; Neptune Investment Management £5,066). Details of the terms and conditions of the investment management agreement are set out under "Management" in the Directors' Report.

 

4 Other expenses

	Year ended	Year ended
	31 December 2011	31 December 2010
	£'000	£'000
Fees payable to the Company's auditor for the audit of the Company's individual accounts	17	17
Fees payable to the Company's auditor for other services:
Other services relating to taxation	4	3
Other services	3	3
Directors' remuneration and social security contributions	35	41
Other expenses	99	94
	158	158

Further details of Directors' Remuneration can be found in the Directors' Remuneration Report in the accounts.

5 Taxation on ordinary activities

			Year ended						Year ended
31 December 2011							31 December 2010
		Revenue		Capital	Total	Revenue		Capital		Total
		£'000		£'000	£'000	£'000		£'000		£'000
UK Corporation Tax		-		-	-	-		-		-
Return/(deficit) on ordinary activities before taxation:		44		(666)	(622)	165		(999)		(834)
Return/(deficit) on ordinary activities multiplied by Corporation Tax at 26.5% (2010: 28%)		11		(176)	(165)	46		(280)		(234)
Effect of:
UK dividends not chargeable to tax		(38)		-	(38)	(56)		-		(56)
Non-taxable losses		-		160	160	-		251		251
Excess expenses for the period		27		16	43	10		29		39
Total current tax charge		-		-	-	-		-		-

 

At 31 December 2011, the Company had £977,428 (31 December 2010: £816,732) of excess management expenses to carry forward against future taxable profits. The deferred tax asset of £244,357 (31 December 2010: £212,350) has not been recognised due to the fact that it is unlikely the excess management fees will be set off in the foreseeable future.

6 Dividends

	Year ended	Year ended
	31 December 2011	31 December 2010
	£'000	£'000
Declared and paid:
2010 Final dividend: 2.0p (2009: 2.0p) per Ordinary Share	246	248
2011 Special interim dividend 1.5p (2010: nil) per Ordinary share	185	-
2011 Interim dividend: 1.0p (2010: 1.0p) per Ordinary Share	116	124
	547	372
Proposed:
2011 Final dividend: 2.0p (2010: 2.0p) per Ordinary Share	233	246

The Company paid a special interim dividend of 1.5p per Ordinary Share on 31 March 2011 (2010: nil) and an interim dividend on 17 October 2011 of 1p per Ordinary Share (2010: 1p). The Directors are proposing a final dividend of 2p per Ordinary Share in respect of the year ended 31 December 2011 (2010: 2p). Subject to shareholder approval, the dividend will be paid on 15 June 2012 to shareholders on the register on 11 May 2012.

 

7 Return per share

		Year ended			Year ended
		31 December 2011			31 December 2010
	Revenue	Capital	Total	Revenue	Capital	Total
	pence	pence	pence	pence	pence	pence
Ordinary Share	0.37	(5.63)	(5.26)	1.33	(8.06)	(6.73)

Revenue return per Ordinary Share is based on the net revenue on ordinary activities attributable to the Ordinary Shares of £44,000 (2010: £165,000) and on 11,827,117 (31 December 2010: 12,396,607) Ordinary Shares, being the weighted average number of Ordinary Shares in issue during the year.

Capital return per Ordinary Share is based on the net capital deficit for the year of £666,000 (2010: £999,000) and on 11,827,117 (2010: 12,396,607) Ordinary Shares, being the weighted average number of Ordinary Shares in issue during the year.

Total return per Ordinary Share is based on the total deficit on ordinary activities attributable to the Ordinary Shares of £622,000 (2010: £834,000) and on 11,827,117 (31 December 2010: 12,396,607) Ordinary Shares, being the weighted average number of Ordinary Shares in issue during the year.

 

8 Investments at fair value through profit or loss

	31 December 2011	31 December 2010
	£'000	£'000
AIM investments	1,017	1,619
Quoted funds	1,744	2,573
Unquoted and money market investments	3,743	3,772
	6,504	7,964
	£'000	£'000
Opening book cost	8,947	11,919
Opening investment holding losses	(983)	(2,317)
Opening valuation	7,964	9,602
Movements in the year:
Purchases at cost	738	211
Sales - proceeds	(1,594)	(952)
- realised gains/(losses) on sales	(57)	57
Unrealised losses realised in period	(25)	(2,288)
Movement in investment holding losses	(522)	1,334
Closing valuation	6,504	7,964
Closing book cost	8,009	8,947
Closing investment holding losses	(1,505)	(983)
Closing valuation	6,504	7,964
	£'000	£'000
Gain/(loss) on disposal of investments	(57)	57
Movement in investment holding losses	(547)	(954)
Total losses on investments	(604)	(897)

Unquoted and money market investments includes unquoted shares valued at £120,344 in the Company's subsidiary Neptune-Calculus SPV. These shares cost £5,500 resulting in an unrealised gain through the profit and loss account of £114,844. Neptune-Calculus SPV was incorporated on 29 November 2011. As at 31 December 2011, Neptune-Calculus SPV had share capital of £5,500 and reserves and net profit of £114,844.

Note 19 to the accounts provides a detailed analysis of investments held at fair value through profit and loss in accordance with Financial Reporting Standard 29 'Financial Instruments: Disclosures'.

During the year, the Company incurred transaction costs of £nil (2010: £15) on purchases of investments and £370 (2010: £121) on sales of investments. These amounts are included in "losses on investments at fair value" as disclosed in the Income Statement.

The Company had the following interests of 3 per cent or more in the share capital of its portfolio companies:

	Class of shares	Number held	Proportion of class held
Terrain Energy Limited	Ordinary £1	410,010	12.2%
Heritage House Media Limited*	A Ordinary Shares of 1p	275,702	39.4%
Heritage House Media Limited*	AA Ordinary shares of 1p	3,718,790	37.3%
Triage Holdings Limited	Ordinary 10p	56,191	8.2%
RMS Group Holdings Limited	Ordinary £1	92,308	4.7%
Waterfall Services Limited	Ordinary £1	27,283	9.2%
Lime Technology Limited	Ordinary £1	59,443	7.3%

*Included within this holding are 128,333 A ordinary shares and 1,762,856 AA Ordinary shares held by Neptune-Calculus SPV which is wholly-owned by the Company.

 

10 Debtors

	31 December 2011	31 December 2010
	£'000	£'000
Accrued income	22	15
Other debtors and prepayments	19	58
	41	73

11 Creditors - amounts falling due within one year

	31 December 2011	31 December 2010
	£'000	£'000
Accruals and other creditors	70	62
Amount owing on repurchase of own shares	-	62
	70	124

 

 

Ordinary Shares
Issued and fully paid:	31 December 2011		31 December 2010
Ordinary Shares of 10p each	Number	£'000	Number	£'000
As at 1 January	12,300,991	1,230	12,400,991	1,240
Purchase of own shares	(665,948)	(67)	(100,000)	(10)
As at 31 December	11,635,043	1,163	12,300,991	1,230

 

During the year, the Company purchased for cancellation 388,168 Ordinary Shares of 10p at a price of 59.5 pence per share and 277,780 Ordinary Shares of 10p at a price of 60.5 pence per share. The aggregate consideration was £401,330 including stamp duty of £2,310.

 

13 Reserves

	Share premium account	Special reserve	Capital redemption reserve	Capital reserve - other	Capital reserve - investment holding loss	Revenue reserve
	£'000	£'000	£'000	£'000	£'000	£'000
At 1 January 2011	631	10,039	10	(2,670)	(983)	165
Cancellation of own shares	-	(401)	67	-	-	-
Realised losses on sales	-	-	-	(57)	-	-
Reallocation of prior year unrealised losses	-	-	-	(25)	25	-
Movement in investment holding losses	-	-	-	-	(547)	-
Investment management fee charged to capital	-	-	-	(62)	-	-
Dividends	-	(383)	-	-	-	(164)
Retained net revenue for the year	-	-	-	-	-	44
At 31 December 2011	631	9,255	77	(2,814)	(1,505)	45

 

The Special reserve was created to (i) create a distributable reserve which can be used by the Company to fund purchases of its own shares; (ii) to enable the Company to offset the effects of any future unrealised losses on future dividends payable in respect of shares; and (iii) since the Company revoked its status as an investment company, for any other purpose. The Company is therefore able to make distributions out of the aggregate of its Revenue reserve, Special reserve and Capital reserves, excluding any gains arising on the valuation of unquoted investments.

 

14 Net asset value per share

	31 December 2011	31 December 2010
	pence	pence
Ordinary Shares of 10p each	58.89	68.47

 

The basic net asset value per Ordinary Share is based on net assets (including current period revenue) of £6,852,000 (31 December 2010: £8,422,000) and on 11,635,043 (31 December 2010: 12,300,991) Ordinary Shares, being the number of Ordinary Shares in issue at the end of the year.

 

15 Reconciliation of net deficit before finance charges and taxation to net cash outflow from operating activities

	Year ended31 December 2011	Year ended31 December 2010
	£'000	£'000
Net deficit before finance charges and taxation	(622)	(834)
Net capital deficit	666	999
Decrease/(increase) in debtors	32	(40)
Increase/(decrease) in creditors	9	(53)
Investment management fee charged to capital	(62)	(102)
Income reinvested	(1)	(82)
Net cash inflow/(outflow) from operating activities	22	(112)

 

The increase in creditors shown above does not agree with the movement shown on the balance sheet principally because of the effect of the prior year share buyback creditor of £62,000 included in creditors in the 2010 year end, which is not an operating activity.

 

16 Reconciliation of net cash flow to movement in net funds

	Year ended31 December 2011	Year ended31 December 2010
	£'000	£'000
(Decrease)/Increase in cash in year	(132)	339
Net funds at beginning of year	509	170
Net funds at end of year	377	509

 

17 Analysis of changes in net funds

	At1 January 2011	Cash flows	At31 December 2011
	£'000	£'000	£'000
Cash at bank	509	(132)	377

The objective of the Company is to generate long term capital growth and tax free dividends for investors. The investment policy is to invest approximately 75 per cent of the Company's funds in a diversified portfolio of holdings in qualifying investments, whether unquoted or traded on AIM. Investments are made selectively across a diverse range of sectors in companies which have the potential to generate growth and enhance their value. The investments in a particular company may be made in loan stocks or preference shares as well as equity shares where it is felt this would enhance shareholder return. The Company does not invest in start-up or seed capital situations. In accordance with the Company's risk averse approach, the Investment Manager will only invest when it believes it has identified the right investment opportunity. The balance of approximately 25 per cent of the Company's funds can be invested in a combination of Neptune income funds, a portfolio of similar income generating UK listed shares and money market instruments.

 

The ten largest holdings by value and the amounts invested in quoted equity, unquoted equity, unquoted bonds, unquoted preference shares, quoted funds and unquoted funds are set out in the Investment Portfolio, on page 7 of the Report and Accounts.

 

The Company's financial instruments comprise securities, cash balances and debtors and creditors that arise from its operations.

 

The Company has no exposure to foreign currency risk.

 

The principal risks the Company faces in its portfolio management activities are:

- Other price risk

- Interest rate risk

- Liquidity risk

- Credit risk

 

The Investment Manager's policies for managing these risks are summarised below and have been applied throughout the year. The Board keeps the risks under continual review through the provision of monthly management information and quarterly board meetings.

 

Other price risk arises from uncertainty about the future prices of financial instruments held in accordance with the Company's investment objectives. It represents the potential loss that the Company might suffer through holding market positions in the face of market movements. This risk is monitored by the Investment Manager on a regular basis and by the Board at meetings with the Investment Manager.

 

The Board reviews each investment purchase in the qualifying portfolio to ensure that any acquisition allows the Company to maintain an appropriate spread of other price risk and that it falls within the VCT qualifying criteria at the time of purchase. It considers the associated business risks of each investment. These include, but are not restricted to, the industry sector, management expertise and financial stability of each company.

 

The Company does not use derivative instruments to hedge against other price risk. The maximum potential exposure to other price risk is the value of the investment portfolio as at 31 December 2011 of £6,504,000 (31 December 2010: £7,964,000).

The Board believes that the Company's assets are mainly exposed to other price risk, as the Company holds most of its assets in the form of investments in VCT qualifying small UK companies whose equity shares are either quoted or valued by reference to the share prices of quoted comparable companies and are thus subject to market movements. The Board considers that investments in loan stock and/or preference share may also be sensitive to changes in quoted share prices as the value of these financial instruments can be determined with reference to the enterprise value of the investee company which may be based on the value of quoted comparable companies.

The table below shows the impact upon profit and net assets if there were to be a 10 per cent (31 December 2010: 10 per cent) movement in overall share prices, and assumes:

 

- that each of the sub categories of instruments (shares and loan stocks) held by the Company produces an overall movement of 10 per cent, and

- that the actual portfolio of investments held by the Company is perfectly correlated to this overall movement in share prices. Shareholders should however note that this level of correlation is highly unlikely in reality.

 

If overall share prices fell/rose by 10 per cent (2010: 10 per cent), with all other variables held constant:

 

	31 December 2011	31 December 2010
	Return and net assets	Return and net assets
	£'000	£'000
(Decrease)/increase in return	(650)/650	(796)/796
(Decrease)/increase in net asset value per Ordinary Share	(5.59)p/5.59p	(6.47)p/6.47p

 

A (decrease)/increase of £650,377 (31 December 2010: £796,415) in the net assets of the Company would have (decreased)/increased investment management fees payable to the Investment Managers for the financial year under review by £22,763 (31 December 2010: £27,874), subject to the 3.5 per cent annual expenses cap.

 

The impact of a change of 10 per cent has been selected, as in current market conditions, an increase/(decrease) in the aggregate values of investments by 10 per cent is reasonably possible based on historical changes that have been observed.

Interest is earned on cash balances and money market funds and is linked to the banks' variable deposit rates. The board does not consider interest rate risk to be material. Interest rate risk arising on loan stock instruments is not considered significant, as the main risks on these investments are credit risk and other price risk. The Company does not have any interest bearing liabilities.

As required by Financial Reporting Standard 29 'Financial Instruments: Disclosures' (the Standard) an analysis of financial assets and liabilities, which identifies the risk of the Company's holding of such items is provided. The Company's financial assets comprise equity and preference shares, loan stock, cash and debtors. The interest rate profile of the Company's financial assets is given in the table below:

 

	As at 31 December 2011			As at 31 December 2010
	Fair value interest rate risk	Cash flow interest rate risk		Fair value interest rate risk	Cash flow interest rate risk
	£'000	£'000		£'000	£'000
Loan stock*	1,251	-		1,072	-
Money market funds	-	68		-	763
Cash	-	377		-	509
	1,251	445		1,072	1,272

 

*Inculded within the loan stock balance as at 31 December 2011 is £120,000 (2010:£nil) loan stock held by the Company through its wholly owned subsidiary Neptune-Calculus SPV.

 

The variable rate is based on the banks' deposit rate, and applies to cash balances held and the money market funds. The benchmark rate which determines the interest payments received on interest bearing cash balances is the Bank of England base rate which was 0.5 per cent as at 31 December 2011 (31 December 2010: 0.5 per cent).

The investments the Company holds include AIM quoted securities where the liquidity is generally below that of securities listed/quoted on the main market and it also holds unquoted investments where there is no ready market for the securities. The ability of the Company to realise positions may therefore be restricted when there are no willing purchasers.

The Board, which monitors the Company's overall liquidity risk, seeks to ensure that an appropriate proportion of the Company's investment portfolio is invested in cash and readily realisable securities, which are sufficient to meet any funding commitments that may arise.

At 31 December 2011, the Company held £2,189,000 (31 December 2010: £3,845,000) in cash and readily realisable securities (including the investments in the Neptune Income and Neptune Quarterly Income Funds) to pay accounts payable and accrued expenses.

The failure of a counterparty to a transaction to discharge its obligations under that transaction could result in the Company suffering a loss. The Company manages this risk by ensuring that where an investment is made in an unquoted loan, it is made as part of the overall equity and debt package. The recoverability of the debt is assessed as part of the overall investment process and is then monitored on an ongoing basis by the Investment Manager who reports to the Board on any recoverability issues. It also ensures that cash at bank is held only with reputable banks with high quality external credit ratings. None of the Company's financial assets are secured by collateral or other credit enhancements. The total exposure to loan stocks is set out above in the interest rate risk section.

All assets of the Company which are traded on a recognised exchange are held by HSBC, the Company's custodian. The Board regularly monitors the Company's risk by reviewing assessments of the custodian submitted by the Investment Manager.

Investments held at fair value through profit and loss are valued in accordance with International Private Equity and Venture Capital Association ("IPEVCA") guidelines as follows:

Valuation Methodology	Year ended31 December 2011	Year ended31 December 2010
	£'000	£'000
Quoted market bid price	2,830	4,955
Expected recoverable amount	45	45
Discounted cash flow	848
Earnings multiple	2,671	2,085
Recent investment price	110	459
Sales multiple	-	420
	6,504	7,964

The valuation method used will be the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the IPEVCA guidelines. Following a review of the performance of Heritage House Media, the basis of valuation changed between 31 December 2010 and 31 December 2011 from a sales multiple to Discounted cash flow.

As required by Financial Reporting Standard 29 'Financial Instruments: Disclosures' (the Standard) an analysis of financial assets and liabilities, which identifies the risk of the Company's holding of such items is provided. The Standard requires an analysis of investments carried at fair value based on the reliability and significance of the information used to measure their fair value.

In order to provide further information on the valuation techniques used to measure assets carried at fair value, the measurement bases are categorised into a "fair value hierarchy" as follows:

- Quoted market prices in active markets - "Level 1"

Inputs to Level 1 fair values are quoted prices in active markets for identical assets. An active market is one in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis. The Company's investments in AIM quoted equities, money market funds and the quoted Neptune funds are classified within this category.

- Valued using models with significant observable market inputs - "Level 2"

Inputs to Level 2 fair values are inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly. The Company has no investments classified within this category.

 - Valued using models with significant unobservable market inputs - "Level 3"

Inputs to Level 3 fair values are unobservable inputs for the asset. Unobservable inputs may have been used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset at the measurement date (or market information for the inputs to any valuation models). As such, unobservable inputs reflect the assumptions the Company considers that market participants would use in pricing the asset. The Company's unquoted equities, preference shares and loan stock are classified within this category. As explained in note 1, unquoted investments are valued in accordance with the IPEVCA guidelines.

Financial assets at fair value through profit or loss At 31 December 2011
	Level 1	Level 2	Level 3	Total
	£'000	£'000	£'000	£'000
Equity investments	1,017	-	1,980	2,997
Fixed interest investments*	-	-	1,251	1,251
Preference share investments	-	-	444	444
Money market funds	68	-	-	68
Quoted funds	1,744	-	-	1,744
	2,829	-	3,675	6,504

*Included within the fixed interest investments is £120,000 loan stock held by the Company through its wholly owned subsidiary Neptune-Calculus SPV.

The table below shows movements in the assets measured at fair value based on Level 3 valuation techniques for which any significant input is not based on observable market data. During the year there were no transfers between levels 1, 2 or 3.

Level 3 financial assets at fair value through profit or loss At 31 December 2011
	Equity investments	Preference share investments	Fixed interest investments*	Total
	£'000	£'000	£'000	£'000
Opening balance at 1 January 2011	1,396	541	1,072	3,009
Purchases	1,226	-	489	1,715
Sales	(195)	(117)	(782)	(1,094)
Total net losses recognised in the Income Statement	(447)	20	472	45
Closing balance at 31 December 2011	1,980	444	1,251	3,675

 

*Included within the fixed interest investments is loan stock purchased by the Company's wholly owned subsidiary Neptune-Calculus SPV for £5,463, on which a gain of £114,881 has been recognised in the Income Statement.

 

The Standard 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. The information used in determination of the fair value of Level 3 investments is chosen with reference to the specific underlying circumstances and position of the investee company. The portfolio has been reviewed and both downside and upside reasonable possible alternative assumptions have been identified and applied to the valuation of each of the unquoted investments. Applying the downside alternatives the value of the unquoted investment portfolio would be £490,000 (31 December 2010: £583,000) or 13.3 (31 December 2010: 19.4) per cent lower. Using the upside alternatives the value of the unquoted investment portfolio would be increased £364,000 (31 December 2010: by £676,000) or 9.9 (31 December 2010: 22.5) per cent.

The Company finances its operations through its issued share capital and existing reserves. The only financial liabilities of the Company are creditors all of which are sterling denominated and are due within one year. The creditors are disclosed in note 11. No interest is paid on these liabilities.

All assets and liabilities are carried at fair value.

 

The Company's capital management objectives are to ensure that it will be able to continue as a going concern and to maximise the income and capital return to its Ordinary shareholders.

The Board, with the assistance of the Investment Manager monitors and reviews the broad structure of the Company's capital on an ongoing basis. This review includes the planned level of gearing, which takes account of the Manager's views on the market; the need for new issues of equity shares; and the extent to which revenue in excess of that which is required to be distributed should be retained. The capital of the Company is made up of called up share capital and reserves as detailed on the balance sheet on page 28 of the Report and Accounts.

The Company's qualifying investments are managed by Calculus Capital Limited. John Glencross, a Director of the Company, has an interest in Calculus Capital Limited and is a Director of Terrain Energy Limited and Lime Technology Limited. The amounts paid to the Investment Manager are disclosed in note 3. Calculus Capital Limited also acts as administrator to the Company and received a fee in the year to 31 December 2011 of £21,661 (2010: £27,150).

Calculus Capital Limited receives annual fees from Terrain Energy Limited and Lime Technology Limited for the provision of John Glencross as a Director, as well as annual monitoring fees. Calculus Capital also receives an annual monitoring fee from MicroEnergy Generation Services Limited. Other funds under the management or advice of Calculus Capital Limited have also invested in Terrain Energy Limited, Lime Technology Limited and MicroEnergy Generation Services Limited. In the year ended 31 December 2011, the amount paid to Calculus Capital Limited which was attributable to the investment made by the Company was £6,438 (2010: £8,500) (including VAT) from Terrain Energy Limited, £5,470 (2010: £nil) (including VAT) from Lime Technology Limited and £927 (2010:£nil) (including VAT) from MicroEnergy Generation Services Limited.

In the year ended 31 December 2011, Calculus Capital Limited received an arrangement fee of £4,026 (2010: £3,790) as a result of the Company's investment in Heritage House Media Limited, an arrangement fee of £2,250 (2010:£nil) as a result of the Company's investment in Terrain Energy Limited an arrangement fee of £8,250 (2010:£nil) as a result of the Company's investment in Lime Technology Limited and an arrangement fee of £3,000 (2010:£nil) as a result of the Company's investment in MicroEnergy Generation Services Limited.

As mentioned in the Directors' Report to the accounts, the Company may co-invest with other funds managed and advised by Calculus Capital Limited. The allocation between different funds takes into account such factors as the funds available for investment and the time horizon of these funds, the size of a potential investment, and the existing sector exposure of the various funds.

These are not full accounts in terms of Section 434 of the Companies Act 2006. Full audited accounts for the year ended 31 December 2010 have been lodged with the Registrar of Companies. The Report and Accounts for the year ended 31 December 2011 will be sent to shareholders shortly and will be available for inspection at 104 Park Street, London, W1K 6NF, the Company's registered office, and will be published on www.calculuscapital.com, a website maintained by the Company's Investment Manager, Calculus Capital Limited. The audited accounts for the year ended 31 December 2011 contain an unqualified audit report.

This information is provided by RNS

The company news service from the London Stock Exchange