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Half Yearly Report

18 Oct 2013 15:28

RNS Number : 8996Q
TP70 VCT Plc
18 October 2013
 



TP70 VCT plc

 

Interim Results

 

The directors of TP70 VCT plc are pleased to announce its Interim results for the six months to 31 August 2013.

 

For further information please contact Triple Point Investment Management LLP on 020 7201 8989. The Interim report will be available in full at www.triplepoint.co.uk

 

Unaudited Interim Financial Report - Financial Summary

 

Unaudited

Audited

Unaudited

6 months ended

Year ended

6 months ended

31 August 2013

28 February 2013

31 August 2012

£'000

£'000

£'000

Net assets

655

684

6,232

Net (loss)/profit before tax

(29)

587

292

(Loss)/profit per share

(0.09p)

1.84p

0.91p

Dividend Paid

-

(70.68p)

(52.40p)

Net asset value per share

2.04p

2.13p

19.48p

 

 

TP70 VCT plc ("the Company") was incorporated as a Venture Capital Trust ("VCT"). The investment manager is Triple Point Investment Management LLP ("TPIM"). The Company was launched in January 2007 and raised £30.6 million (net of expenses) through an offer for subscription.

 

Unaudited Interim Financial Report - Chairman's Statement

 

I am writing to you to present the Unaudited Interim Financial Report for TP70 VCT plc ("the Company") for the 6 months ended 31 August 2013.

 

30 April 2012 marked the end of the Company's five year VCT holding period. In line with its investment strategy for an exit after five years, the Board has been pursuing the realisation of investments and the return of funds to shareholders.

 

To date £16.9 million of investments have been realised. This, combined with the sales proceeds of £3.3 million from the GAM Diversity exposure, enabled the Board to pay dividends as detailed in note 15.

 

The Company's remaining investments have a realisable value of some £0.7 million. Further details of the realisation plans for these investments are in the Investment Manager's Review.

 

Cancellation of the Listing of the Shares on the Official List

 

Following payment of the dividends referred to above, the value of the Company has been reduced to a residual value of some £655,000 (equivalent to 2.04 pence per Share) at 31 August 2013. At this size and given the time that has elapsed, on 30 September 2013, the Company ceased to meet the qualifying conditions for VCT status. In those circumstances and as its size falls below the usual minimum for a listed company, the Board is proposing that the Company seeks to cancel the listing of its shares, as a preliminary step prior to winding-up and in order to reduce continuing administration and running costs.

The Board has been advised that the loss of VCT status and the proposed de-listing, will not affect tax relief on shareholders' initial investment or the tax-free status of any dividends so far paid out to shareholders.

 

Over the period the Company made a loss of £28,964 or 0.09p per share which was due to ongoing running costs exceeding income.

 

Risks

 

The Board believes that the principal risk facing the Company is the realisation of its remaining investments.

 

Outlook

 

 Following the Company's de-listing the Board's intends to bring forward proposals for the Company's liquidation, as soon as practicable.

 

If you have any queries or comments, please do not hesitate to telephone Triple Point Investment Management LLP on 020 7201 8989.

 

 

 

 

Michael Sherry

Chairman

18 October 2013

 

Unaudited Interim Financial Report - Investment Manager's Review

 

Since the Company passed its five year holding on 30 April 2012, we have been working on an investment realisation programme to enable the Board to distribute proceeds to shareholders.

 

Realisations to Date

 

The table below shows the make-up of the remaining portfolio of unquoted investments together with changes during the period ended 31 August 2013:

 

Electricity Generation

Industry Sector

Cinema Digitisation

Solar PV

Anaerobic Digestion

Total Unquoted Investments

£'000

£'000

£'000

£'000

Investments at 29 February 2013

58

39

675

772

Investments realised during the period

(58)

(29)

-

(87)

Revaluations

-

30

-

30

Investments at 31 August 2013

-

40

675

715

 

 

Anaerobic Digestion Investments

 

Funds are invested in two renewable energy generating ventures which both operate 1 MW anaerobic digestion plants. The plants use agricultural feed stocks to generate electricity for sale to a utility company. The electricity generation also attracts Feed-in Tariffs which provide RPI linked revenues for a 20 year period from commissioning. The high rainfall and resultant poor maize harvest in 2012 contributed to underperformance of the plants over the last year. We believe that this year's harvest has been significantly better than last year's and consistent high quality feedstock will enable the plants to develop a stable operating track record, which will assist in the realisation of these investments.

 

 

Claire Ainsworth

Managing Partner

for Triple Point Investment Management LLP

18 October 2013

 

 

Unaudited Interim Financial Report - Investment Portfolio

 

Unaudited

Audited

31 August 2013

28 February 2013

Cost

Valuation

Cost

Valuation

£'000

%

£'000

%

£'000

%

£'000

%

Qualifying holdings

770

60.01

675

92.72

3,375

86.24

762

94.06

Non qualifying holdings

500

38.97

40

5.49

500

12.78

10

1.23

Financial assets at fair value through profit or loss

1,270

98.98

715

98.21

3,875

99.02

772

95.29

Cash and cash equivalents

13

1.02

13

1.79

38

0.98

38

4.71

1,283

100.00

728

100.00

3,913

100.00

810

100.00

Unquoted Qualifying Holdings

£'000

%

£'000

%

£'000

%

£'000

%

Cinema Digitisation

21st Century Cinema Ltd

-

-

-

-

600

15.33

15

1.85

Big Screen Digital Services Ltd

-

-

-

-

600

15.33

1

0.12

Digima Ltd

-

-

-

-

600

15.33

7

0.86

Digital Screen Solutions Ltd

-

-

-

-

600

15.33

35

4.32

Electricity Generation

Solar

Campus Link Ltd

-

-

-

-

300

7.67

29

3.58

Green Energy For Education Ltd

95

7.40

-

-

-

-

-

-

Anaerobic Digestion

-

Biomass Future Generations Ltd

400

31.18

400

54.95

400

10.22

400

49.38

Katharos Organic Ltd

275

21.43

275

37.77

275

7.03

275

33.95

770

60.01

675

92.72

3,375

86.24

762

94.06

Cost

Valuation

Cost

Valuation

Unquoted Non-Qualifying Holdings (ceased trading)

£'000

%

£'000

%

£'000

%

£'000

%

Electricity Generation

Solar

Beam Carrier Trading Ltd

500

38.97

40

5.49

500

12.78

10

1.23

500

38.97

40

5.49

500

12.78

10

1.23

 

 

Unaudited Interim Financial Report - Directors' Responsibility Statement

 

The Directors have prepared the Interim Financial Report for the Company in accordance with International Financial Reporting Standards ("IFRS").

 

In preparing the Interim Financial Report for the 6 month period to 31 August 2013, the Directors confirm that to the best of their knowledge:

a) the Interim Financial Report has been prepared in accordance with International Accounting Standard IAS34, "Interim Financial Reporting" issued by the International Accounting Standards board;

b) the Interim Financial Report includes a fair review of important events during the period and their effect on the Financial Statements and a description of principal risks and uncertainties for the remainder of the accounting period;

c) the Interim Financial Report gives a true and fair view in accordance with IFRS of the assets, liabilities, financial position and of the results of the Company for the period and complies with IFRS and the Companies Act 2006;

d) the Interim Financial Report includes a fair review of related party transactions and changes therein. Other than those detailed in note 14 there are no related party transactions; and

e) The Directors believe that the Company has sufficient financial resources to complete the process of realisation.

 

Following completion of shareholders' five year holding period, steps have been taken to realise the Company's investments and distributions were made on 25 May 2012, 21 September 2012, 18 January 2013 and 22 February 2013. As soon as it is in a position to do so the Board will propose resolutions to place the Company into Members' Voluntary Liquidation which will require shareholders' approval. Thereafter all further funds will be returned to shareholders by way of capital distribution by the Liquidators. In the circumstances this Interim Financial Report has been prepared on a break-up basis taking into account the expected costs of the Company's liquidation.

 

 

This Interim Financial Report has not been audited or reviewed by the auditors.

 

 

Michael Sherry

Chairman

18 October 2013

 

 

Unaudited Statement of Comprehensive Income

Unaudited

Audited

Unaudited

6 months ended

Year ended

6 months ended

Note

31 August 2013

28 February 2013

31 August 2012

Revenue

Capital

Total

Revenue

Capital

Total

Revenue

Capital

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Income

Investment income

4

7

-

7

515

-

515

441

-

441

Loss arising on the disposal of investments

-

-

-

-

(57)

(57)

-

(358)

(358)

Profit/(loss) arising on the revaluation of investments

-

30

30

-

(59)

(59)

-

(33)

(33)

Profit arising on the revaluation on derivative transactions

-

-

-

-

379

379

-

362

362

Investment return

7

30

37

515

263

778

441

(29)

412

Investment management and administration fees

5

-

1

1

13

39

52

11

34

45

Financial and regulatory costs

24

-

24

32

-

32

31

-

31

General administration

4

-

4

16

-

16

6

-

6

Legal and professional fees

9

-

9

36

-

36

10

-

10

Directors' remuneration

6

28

-

28

55

-

55

28

-

28

Operating expenses

65

1

66

152

39

191

86

34

120

Operating (loss)/profit before taxation

(58)

29

(29)

363

224

587

355

(63)

292

Taxation

7

-

-

-

(72)

72

-

(91)

91

-

Operating (loss)/profit after taxation

(58)

29

(29)

291

296

587

264

28

292

Total Comprehensive (loss)/profit for the period

(58)

29

(29)

291

296

587

264

28

292

Basic & diluted (loss)/earnings per share

8

(0.18p)

0.09p

(0.09p)

0.91p

0.93p

1.84p

0.83p

0.09p

0.91p

 

The total column of this statement is the Statement of Comprehensive Income of the Company prepared in accordance with International Financial Reporting Standards (IFRS). The supplementary revenue return and capital columns have been prepared in accordance with the Association of Investment Companies Statement of Recommended Practice (AIC SORP).

 

All revenue and capital items in the above statement derive from continuing operations. This Statement of Comprehensive Income includes all recognised gains and losses.

 

The accompanying notes are an integral part of this statement.

Unaudited Balance Sheet

Unaudited

Audited

Unaudited

31 August 2013

28 February 2013

31 August 2012

Note

£'000

£'000

£'000

Current assets

Financial assets at fair value through profit or loss

715

772

5,758

Receivables

15

21

49

Cash and cash equivalents

9

13

38

734

743

831

6,541

Total assets

743

831

6,541

Current liabilities

Payables

88

147

309

88

147

309

Net assets

655

684

6,232

Equity attributable to equity holders of the parent

Share capital

10

320

320

320

Special distributable reserve

7,955

7,955

13,798

Capital reserve

(7,224)

(7,254)

(7,522)

Revenue reserve

(396)

(337)

(364)

Total equity

655

684

6,232

Net asset value per share (pence)

11

2.04p

2.13p

19.48p

 

 

 

The accompanying notes are an integral part of this statement.

 

Unaudited Statement of Changes in Shareholders' Equity

Special

Share

Distributable

Capital

Revenue

Capital

Reserve

Reserve

Earnings

Total

£'000

£'000

£'000

£'000

£'000

6 months ended 31 August 2013

Opening balance

320

7,955

(7,254)

(337)

684

Profit/(loss) for the period

-

-

30

(59)

(29)

Total comprehensive loss for the period

-

-

30

(59)

(29)

Balance at 31 August 2013

320

7,955

(7,224)

(396)

655

Capital reserve consists of:

Investment holding profits

30

Other realised losses

(7,254)

(7,224)

Year ended 28 February 2013

Opening balance

320

30,562

(7,550)

(628)

22,704

Write back unpresented cheque for share issue costs

-

5

-

-

5

Dividends

-

(22,612)

-

-

(22,612)

Transactions with owners

-

(22,607)

-

-

(22,607)

Profit for the year

-

-

296

291

587

Total comprehensive income for the year

-

-

296

291

587

Balance at 28 February 2013

320

7,955

(7,254)

(337)

684

Capital reserve consists of:

Other realised losses

(7,254)

(7,254)

6 months ended 31 August 2012

Opening balance

320

30,562

(7,550)

(628)

22,704

Dividends

-

(16,764)

-

-

(16,764)

Transactions with owners

-

(16,764)

-

-

(16,764)

Profit for the period

-

-

28

264

292

Total comprehensive income for the period

-

-

28

264

292

Balance at 28 February 2013

320

13,798

(7,522)

(364)

6,232

Capital reserve consists of:

-

Investment holding losses

(672)

-

Other realised losses

(6,850)

(7,522)

 

The capital reserve represents realised and unrealised gains and losses on investments and the proportion of investment management fees charged against capital. The capital reserve is not distributable. The special distributable reserve was created on court cancellation of the share premium account. The revenue and special distributable reserve are distributable by way of dividend.

 

The accompanying notes are an integral part of this statement.

 

Unaudited Statement of Cash Flows

Unaudited

Audited

Unaudited

6 months ended

Year ended

6 months ended

31 August 2013

28 February 2013

31 August 2012

£'000

£'000

£'000

Cash flows from operating activities

Operating (loss)/profit before taxation

(29)

587

292

Write back of share issue expenses

-

5

-

Loss arising on the disposal of investments

-

57

-

(Gain)/loss arising on the revaluation of investments

(30)

59

33

(Gain) arising on the derivative

-

(379)

(4)

Cash (absorbed)/generated by operations

(59)

329

321

Decrease in receivables

6

384

356

(Decrease) in payables

(59)

(359)

(197)

Net cash flows from operating activities

(112)

354

480

Cash flows from investing activities

Purchase of financial assets at fair value through profit or loss

-

(500)

(500)

Sales of financial assets at fair value through profit or loss

87

20,916

15,638

Net cash flows from investing activities

87

20,416

15,138

Cash flows from financing activities

Dividends paid

-

(22,612)

(16,764)

Net cash flows from financing activities

-

(22,612)

(16,764)

Net decrease in cash and cash equivalents

(25)

(1,842)

(1,146)

Reconciliation of net cash flow to movements in cash and cash equivalents

Cash and cash equivalents at 1 March 2013

38

1,880

1,880

Net decrease in cash and cash equivalents

(25)

(1,842)

(1,146)

Cash and cash equivalents at 31 August 2013

13

38

734

 

 

 

The accompanying notes are an integral part of this statement.

 

Notes to the Unaudited Interim Financial Report

 

1 Corporate information

The Unaudited Interim Financial Report of the Company for the 6 months ended 31 August 2013 was authorised for issue in accordance with a resolution of the Directors on 18 October 2013.

 

TP70 VCT plc is incorporated and domiciled in Great Britain. The address of TP70 VCT plc's registered office, which is also its principal place of business, is 4-5 Grosvenor Place, London, SW1X 7HJ.

 

TP70 VCT plc's Unaudited Interim Financial Report is presented in Pounds Sterling (£) which is also the functional currency of the Company, rounded to the nearest thousand.

 

The financial information set out in this report does not constitute statutory accounts as defined in S434 of the Companies Act 2006.

 

The principal activity of the Company is investment. The Company's investment strategy was to offer combined exposure to GAM Diversity (fund of hedge funds) and venture capital investments focused on companies with contractual revenues from financially secure counterparties. The investment in GAM Diversity has now been realised, so the Company no longer has this exposure.

2 Basis of preparation and accounting policies

Basis of preparation

 

The Unaudited Interim Financial Report of the Company for the 6 months ended 31 August 2013 has been prepared in accordance with IAS 34: 'Interim Financial Reporting'. It does not include all of the information required for full Financial Statements and should be read in conjunction with the Financial Statements for the year ended 28 February 2013.

 

Estimates

 

The preparation of the Unaudited Interim Financial Report requires management to make judgements, estimates and assumptions that reflect the application of accounting policies and the reported amounts of assets and liabilities, income and expenditure. However, actual results may differ from these estimates.

 

3. Segmental reporting

The Company only has one class of business, being investment activity.  All revenues and assets are generated and held in the UK.

 

 

4. Investment income

Unaudited

Audited

Unaudited

6 months ended

Year ended

6 months ended

31 August 2013

28 February 2013

31 August 2012

Rev.

Cap.

Total

Rev.

Cap.

Total

Rev.

Cap.

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Interest receivable on bank balances

-

-

-

1

-

1

1

-

1

Loan stock interest

7

-

7

282

-

282

208

-

208

Income from bond portfolio

-

-

-

232

-

232

232

-

232

Total

7

-

7

515

-

515

441

-

441

 

5. Investment management and administration fees

 

TPIM provides investment management and administration services to the Company under an Investment Management Agreement effective 5 April 2007 which ran for a period of 5 years and may be terminated at any time thereafter by not less than twelve months' notice given by either party. It provides for an administration and investment management fee of 1.75% per annum of net assets calculated and payable quarterly in arrear. In addition TPIM receives an arrangement fee of up to 3% from Investee Companies. Should such notice be given, the Investment Manager would perform its duties under the Investment Management Agreement and receive its management fee during the notice period.

 

The 1.5% per annum element of the fee relating to investment management ceased to accrue from 1 April 2012. Instead in accordance with the terms of the agreement, a fee is payable to TPIM of 1% of distributions made after 1 April 2012 to shareholders.

 

6. Directors' remuneration

 

Unaudited

Audited

Unaudited

6 months ended

Year ended

6 months ended

31 August 2013

28 February 2013

31 August 2012

Rev.

Cap.

Total

Rev.

Cap.

Total

Rev.

Cap.

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

M G Sherry (Chairman)

6

-

6

13

-

13

6

-

6

J C Murrin

8

-

8

15

-

15

8

-

8

I D Parsons

6

-

6

12

-

12

6

-

6

R Rose

8

-

8

15

-

15

8

-

8

Total

28

-

28

55

-

55

28

-

28

 

7. Taxation

Unaudited

Audited

Unaudited

6 months ended

Year ended

6 months ended

31 August 2013

28 February 2013

31 August 2012

Rev.

Cap.

Total

Rev.

Cap.

Total

Rev.

Cap.

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

(Loss)/profit on ordinary activities before tax

(59)

30

(29)

363

224

587

355

(63)

292

Corporation tax @ 20%

(12)

6

(6)

72

45

117

71

(13)

58

Effect of:

Utilisation of tax losses brought forward

-

(6)

(6)

-

(64)

(64)

20

(84)

(64)

Non taxable items

-

-

-

-

(53)

(53)

-

6

6

Unrelieved tax losses arising in the year

12

-

12

-

-

-

-

-

-

Tax charge/credit for the period

-

-

-

72

(72)

-

91

(91)

-

 

Capital gains and losses are exempt from corporation tax due to the Company's status as a Venture Capital Trust.

 

8. Loss per share

 

The loss per share is based on a loss from ordinary activities after tax of £29,000 and on the number of shares in issue during the period of 31,992,471.

 

9. Cash and cash equivalents

Cash and cash equivalents comprise deposits with HSBC Bank plc.

 

10. Share capital

Unaudited

Audited

Unaudited

31 August 2013

28 February 2013

31 August 2012

Ordinary Shares of 1p

Authorised

Number of shares

50,000,000

50,000,000

50,000,000

Par Value £'000

500

500

500

Issued & Fully Paid

Number of shares

31,992,471

31,992,471

31,992,471

Par Value £'000

320

320

320

 

11. Net asset value per share

 

The calculation of net asset value per share is based on net assets of £655,000 divided by the 31,992,471 shares in issue.

 

12. Commitments and contingencies

The Company has no commitments or contingent liabilities.

 

13. Relationship with Investment Manager

 

During the period, TPIM received £828 which has been expensed for providing management and administrative services to the Company. At 31 August 2013 £4,462 was owing to TPIM. Michael Sherry, Chairman of the Company, was an equity Member of Triple Point LLP (TPLLP). TPLLP in turn has a controlling interest in Triple Point Investment Management LLP (TPIM). The Company has also entered into a short term loan agreement with TPIM which in detailed in note 15.

 

14. Post balance sheet events

 

On 24 September 2013 the Company entered into a short term loan agreement with TPIM to borrow £20,000 to cover its general running expenses until the Company is in Members' Voluntary Liquidation. The loan was drawn down on 4 October 2013 and repaid on 8 October 2013 as the Company received a distribution of £34,944 from Beam Carrier Trading Ltd, a non qualifying investment that is in liquidation. This will cover the Company's running expenses for the short term.

 

15. Dividends

 

The following dividends have been paid:

Date paid

Pence per share

£

25 May 2012

52.40

16,764,055

21 September 2012

3.59

1,148,530

18 January 2013

4.38

1,401,270

22 February 2013

10.31

3,298,424

70.68

22,612,279

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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12
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22nd Sep 202311:52 amRNSPublication of Prospectus
4th Sep 20237:00 amRNSIssue of Equity and Total Voting Rights
1st Sep 20237:00 amRNSTotal Voting Rights
4th Aug 20233:18 pmRNSTransaction in Own Shares
1st Aug 20238:00 amRNSTotal Voting Rights
1st Aug 20237:00 amRNSIntention to Launch an Offer for Subscription
28th Jul 20234:30 pmRNSIssue Of Equity and Total Voting Rights
19th Nov 201311:08 amRNSCancellation of Listing
18th Nov 20133:54 pmRNSCancellation of Listing
18th Nov 201310:47 amRNSResults of General Meeting-Cancellation of Listing
22nd Oct 20132:20 pmRNSProposed De-listing and Notice of General Meeting
18th Oct 20133:28 pmRNSHalf Yearly Report
10th Jul 201310:47 amRNSInterim Management Statement
27th Jun 201311:07 amRNSFinal Results
31st Jan 20132:18 pmRNSDividend Declaration
17th Jan 20139:30 amRNSInterim Management Statement
21st Dec 20124:07 pmRNSDividend Declaration
19th Oct 201212:04 pmRNSHalf Yearly Report
30th Aug 20124:22 pmRNSDividend Declaration
6th Jul 20124:19 pmRNSInterim Management Statement
26th Jun 20125:17 pmRNSFinal Results
9th May 20122:51 pmRNSDividend Declaration
27th Apr 201212:15 pmRNSCompany Update
16th Jan 20124:40 pmRNSInterim Management Statement
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