Travelusacc Regulatory News (TRIP)

25 Jul 2007 17:54

Triple Point VCT PLC25 July 2007 Triple Point VCT plc Preliminary Announcement for the year ended 31 March 2007 Financial summary for the year ended 31 March 2007 Year ended 16 month period ended 31 March 2007 31 March 2006 Ordinary 'C' Total Ordinary 'C' Total Shares Shares Shares Shares £ £ £ £ £ £Financial SummaryNet assets 3,178,000 27,395,000 30,573,000 3,133,000 10,115,000 13,248,000Net profit/(loss) 48,000 407,000 455,000 (34,000) (10,000) (44,000)before taxShare price at end 100.0p 100.0p 100.0p 100.0p 100.0p 100.0pof periodEarnings/ (loss) 1.35p 1.12p 1.14p (1.11p) (1.11p) (1.11p)per shareNet asset value 95.57p 96.12p 96.06p 94.23p 94.62p 94.52pper share Triple Point VCT plc ("the Company") is a Venture Capital Trust ("VCT"). Theinvestment manager is Triple Point Investment Management LLP. The Company waslaunched in January 2005 and raised over £3.3 million through an offer forsubscription. Further money was raised for Triple Point VCT through a 'C' Shareissue (i.e. the issue of a new class of share) and reached £28.5 million (£27million net of expenses) by the closing date of 5 April 2006. The Companyinvests in businesses with contractual revenues from financially sound customersand aims to generate an attractive income stream and modest but accessiblecapital growth to shareholders. Chairman's statement I am pleased to be writing to you enclosing the Company'ssecond annual report and accounts to 31 March 2007. This year's principal feature is that the Company made £7.8million of qualifyingVCT holdings representing some 25.9% of its investments, with a futher £ 4.7m ofqualifying holdings made after the year end so that the Company is now some41.6% invested, representing significant progress towards the target for VCTstatus of the Company being 70% invested in qualifying holdings. Further detailsof the investments made and the investment pipeline are given in the InvestmentManager's review. Results for the current year are shown separately for the Ordinary and C Shareclasses. The directors resolved to merge the two share classes as provided forin the Company's articles of association. The special resolutions approved atcompany and class extraordinary meetings held on 27 April 2007 mean that themerger was effective from the Company's year end 31 March 2007, rather thantaking effect at a later date which would have meant continuing the two classpresentation of the results for part of the year ending 31 March 2008. I am therefore delighted to report that there is now a single class of ordinaryshareholders comprising 31,990,482 Ordinary Shares and that, subject toshareholder's approval, the Company's first dividend totalling £742,000 equal to2.3p per share was proposed on 23 July 2007 and will be paid at the same rate toall shareholders following the Annual General Meeting scheduled for 3 September2007. During the year Triple Point Investment Management LLP (TPIMLLP) replaced TriplePoint Investment Management Limited (now called Triple Point Investment ServicesLimited) as investment manager - At the same time, following a helpful taxruling the administration services formerly provided by Triple Point LLP werebundled together with the investment management services provided by TPIMLLPwith the result that the company has been able to save irrecoverable VAT notonly on investment fees which it was previously able to do but now also onadministration fees. The change was therefore made for purely technical reasons,the team acting for the Investment Manager remains the same. Finally, I am sorry to report that Louis Greig stood down from the Company'sboard on 15 June 2007 due to conflicting presures on his time and I would liketo thank him for his contribution during the Company's formative period. HoweverI am pleased to introduce his replacement Robin Morrison. Robin was a seniorexecutive of Mars Incorporated. A summary of his career appears in the Accountsand we believe he will make a real contribution to your company. Michael Sherry, Chairman23 July 2007 Details of Advisers BankersHSBC Bank plcPO Box 64827-32 PoultryLondonEC2P 2BX SolicitorsHoward Kennedy19a Cavendish SquareLondonW1A 2AW RegistrarsNeville Registars LimitedNeville House18 Laurel Lane,Halesowen,West Midlands B63 3DA VCT Taxation AdvisersPriceWaterhouseCoopers1 Embankment PlaceLondonWC2N 6RN DirectorsMichael Gabriel Sherry (Chairman)Robin David MorrisonJames Chadwick Murrin Secretary and Registered Office Peter Hargreaves10 Gray's Inn SquareLondonWC1R 5JD Registered Number 45304481 Investment Manager and AdministratorTriple Point Investment Management LLP ("TPIMLLP")10 Gray's Inn SquareLondonWC1R 5JDTel: 020 7404 7403 Independent Auditor Grant Thornton UK LLP1 Westminster WayOxfordOX2 0PZ Profit & Loss Accountfor the year ended 31 March 2007 Year ended 31 March 2007 Sixteen months 31 March 2006 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000Ordinary SharesInvestment income 135 - 135 110 - 110Investment management fees (19) (57) (76) (101) - (101)Other expenses (11) - (11) (43) - (43) Return on ordinary activities 105 (57) 48 (34) - (34)before taxationTaxation on ordinary activities (7) 4 (3) - - - Profit/(loss) on ordinary 98 (53) 45 (34) - (34)activities after taxationTransfer to/(from) reserves 98 (53) 45 (34) - (34) Earnings / (loss) per share 2.94p (1.59p) 1.35p (1.11p) - (1.11p) 'C' SharesInvestment income 1,142 - 1,142 34 - 34Investment management fees (160) (480) (640) (31) - (31)Other expenses (95) - (95) (14) - (14) Return on ordinary activities 887 (480) 407 (11) - (11)before taxationTaxation on ordinary activities (198) 107 (91) - - - Profit/(loss) on ordinary 689 (373) 316 (11) - (11)activities after taxationTransfer to/(from) reserves 689 (373) 316 (11) - (11) Earnings / (loss) per share 2.44p (1.32p) 1.12p (1.11p) - (1.11p) TotalInvestment income 1,277 - 1,277 144 - 144Investment management fees (179) (537) (716) (132) - (132)Other expenses (106) - (106) (57) - (57) Return on ordinary activities 992 (537) 455 (45) - (45)before taxationTaxation on ordinary activities (205) 111 (94) - - - Profit/(loss) on ordinary 787 (426) 361 (45) - (45)activities after taxationTransfer to/(from) reserves 787 (426) 361 (45) - (45) Earnings/(loss) per share 2.50p (1.35p) 1.14p (1.11p) - (1.11p) The Total column of this statement is the profit and loss account of thisCompany. All revenue and capital items in the above statement derive fromcontinuing operations. The Company has only one class of business and derives its income frominvestments made in shares and securities and from cash at bank and money marketfunds. Balance sheet as at 31 March 2007 31 March 2007 31 March 2006 Ordinary 'C' Total Ordinary 'C' Shares Total Shares Shares Shares £'000 £'000 £'000 £'000 £'000 £'000Fixed Assets:Investments 797 6,987 7,784 - - - Current Assets:Debtors 86 732 818 - 2 2Current asset investments 1,905 16,325 18,230 1,355 15,645 17,000Cash at bank 422 3,612 4,034 1,871 6,014 7,885 2,413 20,669 23,082 3,226 21,661 24,887 Creditors: amounts falling due (32) (261) (293) (93) (11,547) (11,640)within on year Net current assets 2,381 20,408 22,789 3,133 10,114 13,247 Total assets less current 3,178 27,395 30,573 3,133 10,114 13,247liabilities Capital and reserves:Share capital 33 1,425 1,458 33 534 567Share premium 3,134 25,665 28,799 3,134 9,591 12,725Capital reserve (53) (373) (426) - - -Revenue reserve 64 678 742 (34) (11) (45) Shareholders' funds 3,178 27,395 30,573 3,133 10,114 13,247 Net asset value per share 95.57p 96.12p 96.06p 94.22p 94.62p 94.52p Cash flow statement for the year ended 31 March 2007 Year ended 31 March 2007 Sixteen months ended 31 March 2006 Ordinary 'C' Total Ordinary 'C' Shares Total Shares Shares Shares £'000 £'000 £'000 £'000 £'000 £'000Net Cash inflow from operatingactivitiesProfit/(loss) on ordinary 48 407 455 (34) (11) (45)activities before taxTaxation charge for the period (3) (91) (94) - - -Cash generated from operations 45 316 361 (34) (11) (45)before changes in workingcapitalIncrease in debtors (86) (730) (816) - (2) (2)(Decrease)/Increase in creditors (61) (37) (99) 93 298 391Cash (outflow)/inflow from (102) (451) (553) 59 285 344operating activities Financial investment:Purchase of fixed asset (797) (6,987) (7,784) - - -investmentsCash outflow from financial (797) (6,987) (7,784) - - -investment Management of liquid resources:Invested in current asset (550) (680) (1,230) (1,355) (15,645) (17,000)investments Financing:Issue of own shares - 17,812 17,812 3,325 10,649 13,974Share issue expenses - (847) (847) (158) (524) (682)Subscription received but not - (11,249) (11,249)alloted at 31 March 2006 - 11,249 11,249Cash inflow from financing - 5,716 5,716 3,167 21,374 24,541 Increase/(decrease) in cash at (1,449) (2,402) (3,851) 1,871 6,014 7,885bank Reconciliation of net cash flowto movements in cash at bankIncrease/(decrease) in cash at (1,449) (2,402) (3,851) 1,871 6,014 7,885bankCash at bank at 31 March 2006 1,871 6,014 7,885 - - -Cash at bank at 31 March 2007 422 3,612 4,034 1,871 6,014 7,885 Notes: 1 Accounting policies Basis of accounting The financial statements have been prepared under the historical costconvention, and in accordance with applicable accounting standards in the UK andwith the Statement of Recommended Practice (SORP) for "Financial Statements ofInvestment Trust Companies" as issued in January 2003 and revised in December2005. The principal accounting policies of the Company are set out below. The policieshave remained unchanged from the previous year apart from the adoption of FRS 25'Financial Instruments: Disclosure and Presentation' and FRS 26 'FinancialInstruments: Measurement'. Neither of these standards has had an impact uponthe financial statements. Fixed Asset Investments The Company invests in financial assets with a view to profiting from theirtotal return through income and capital growth. These investments are managedand their performance is evaluated on a fair value basis in accordance with adocumented investment strategy. Accordingly as permitted by FRS 26, theinvestments and loan notes are designated as fair value through the profit andloss ("FVTPL"). Unlisted investments are fair valued by the Directors in accordance with theInternational Private Equity and Venture Capital Valuation Guidelines. TheDirectors' policy in valuing unlisted investments is as follows: a) investments which have been made within the last twelve months arevalued at cost, except where a company's under performance against planindicates a diminution in the value of the investment. b) where a company is in the early stage of development, it will normallycontinue to be held at cost on the basis described above or at a value indicatedby a material arms length transaction by a third party in the securities. c) where a company is well established and profitable the shares may bevalued by applying a suitable price earnings ratio to the company's historicpost tax earnings. The ratio used is based on a comparable listed company orsector. Where securities are designated upon initial recognition as at fair valuethrough the profit and loss account, gains and losses arising from changes infair value are included in net profit or loss for the period as a capital item.The profit or loss on disposal is calculated net of transaction costs ofdisposal. Current Asset Investments Current asset investments comprise money market funds and are shown at cost. Income Investment income includes interest earned on bank balances and money marketsecurities and includes income tax withheld at source. Dividend income is shownnet of any related tax credit. Dividends receivable are brought into account on the ex-dividend date. Fixedreturns on debt and money market securities are recognised on a timeapportionment basis so as to reflect the effective yield, provided there is noreasonable doubt that payment will be received in due course. Expenses All expenses are accounted for on the accruals basis. Expenses are charged torevenue with the exception of the investment management fee, which has beencharged 25% to the revenue account and 75% to the capital account to reflect, inthe Directors' opinion, the expected long term split of returns in the form ofincome and capital gains respectively form the investment portfolio. Taxation Corporation tax payable is applied to profits chargeable to corporation tax, ifany, at the current rate. The tax effect of different items of income/gain andexpenditure/loss is allocated between capital and revenue on the same basis asthe particular item to which it relates, using the Company's effective rate oftax for the accounting period. Deferred tax is recognised in respect of all timing differences that haveoriginated but not reversed at the balance sheet date where transactions orevents have occurred at that date that will result in an obligation to pay more,or a right to pay less tax, with the exception that deferred tax assets arerecognised only to the extent that the Directors consider that it is more likelythan not that there will be suitable taxable profits from which the futurereversal of the underlying timing can be deducted. Cash and liquid resources Cash, for the purposes of the cash flow statement, comprises cash in hand andmoney market funds repayable on demand, less overdrafts payable on demand.Liquid resources are current asset investments which are disposable withoutcurtailing or disrupting the business and are either readily convertible intoknown amounts of cash at or close to their carrying values or traded in anactive market. Liquid resources comprise term deposits of less than one year(other than cash), government securities and investments in money market funds. Financial instruments The Company's principal financial assets are its investments and the policies inrelation to those assets are set out above. Financial liabilities and equityinstruments are classified according to the substance of the contractualarrangements entered into. An equity instrument is any contract that evidences aresidual interest in the assets of the entity after deducting all of itsfinancial liabilities. Where the contractual terms of share capital do not haveany terms meeting the definition of a financial liability then this is classedas an equity instrument. Dividends and distributions relating to equityinstruments are debited direct to equity. 2 Profit per share Ordinary Share The profit per share is based on a profit from ordinary activities after tax of£44,826 and on 3,324,964 shares, being the weighted average number of shares inissue during the year. 'C' Share The profit per share is based on a profit from ordinary activities after tax of£315,725 and on 28,183,871 shares, being the weighted average number of sharesin issue during the period. There are no potentially dilutive capital instruments in issue and, therefore,no diluted return per share figures are relevant. 3 Fixed asset investments Year ended 31 March 2007 Sixteen months ended 31 March 2006 Ordinary 'C' Total Ordinary 'C' Shares Total Shares Shares Shares £'000 £'000 £'000 £'000 £'000 £'000Purchases at cost 797 6,987 7,784 - - -Valuation at 31 March 2007 797 6,987 7,784 - - -Cost at 31 March 2007 797 6,987 7,784 - - - All investments relate to investments in unquoted companies and comprise equityinvestments of £2,431,000 and debt of £5,353,000. Further details of theseinvestments are provided in the Investment Manager's review. 4 Current asset investments Current asset investments comprised investments in the following money marketfunds all of which are shown at cost:- 31 March 2007 31 March 2006 Ordinary 'C' Total Ordinary 'C' Shares Total Shares Shares Shares £'000 £'000 £'000 £'000 £'000 £'000BGI Sterling Liquidity Fund 317 2,721 3,038 120 1,380 1,500GS Sterling Liquid Fund 318 2,721 3,039 247 2,853 3,100HSBC Sterling Liquidity Fund 317 2,721 3,038 247 2,853 3,100Insight Liquidity Fund 317 2,721 3,038 247 2,853 3,100Merrill Lynch Instant Fund 318 2,721 3,039 247 2,853 3,100RBOS Global Treasury Fund 318 2,720 3,038 247 2,853 3,100 Total 1,905 16,325 18,230 1,355 15,645 17,000 5 Reserves 31 March 2007 31 March 2006 Share Capital Revenue Share Capital Revenue Premium Reserve Reserve Reserve Premium Reserve £'000 £'000 £'000 £'000 £'000 £'000Ordinary Shares: Premium on allotment 3,292during the period - - - - -Share issue costs - - - (158) - -Issue of shares - - - 3,134 - - - Profit/(loss) for the - (53) 98 - (34)periodBalance brought forward 3,134 - (34) - - -Balance carried forward 3,134 (53) 64 3,134 - (34) 'C' Shares: Premium on allotment 10,115during the period 16,921 - - - -Share issue costs (847) - - (524) - -Issue of shares 16,074 - - 9,591 -Profit/(loss) for the - (373) 689 - (11)period 16,074 (360) 665 9,591 (11)Balance brought forward 9,591 - (11) - -Balance carried forward 25,665 (373) 678 9,591 (11) Total: Premium on allotmentduring the period 16,921 - - 13,407 - -Share issue costs (847) - - (682) - -Issue of shares 16,074 - - 12,725 - -Profit/(loss) for the - (426) 787 - - (45)period 16,074 (426) 787 12,725 - (45)Balance brought forward 12,725 - (45) - - -Balance carried forward 28,799 (426) 742 12,725 - (45) All balances on capital reserve represent realised losses. 6 Net asset value per share 31 March 2007 31 March 2006 Ordinary 'C' Total Ordinary 'C' Shares Total Shares Shares SharesThe calculation ofnet asset valueper share is basedon net assets of £3,177,583 £27,395,027 £30,572,610 £3,132,757 £10,114,680 £13,247,437and divided by theshares in issue 3,324,964 28,501,776 31,826,740 3,324,962 10,689,837 14,014,799Net asset value 95.57p 96.12p 96.06p 94.22p 94.62p 94.52pper share 7 Dividend The directors are proposing a final dividend of 2.3p per share for the yearended 31 March 2007. 8 Related party transactions Mr Michael Sherry, Chairman of the Company, is an equity Member of Triple PointLLP ("TPLLP"). TPLLP in turn owns TPIMLLP and TPIML. During the year, TPLLPprovided administrative services to the Company amounting to £53,770 (2006 -£17,000) TPIML provided investment management services to the Company amountingto £305,078 (2006 - £115,000) and TPIMLLP, in succession to TPILLP and TPIML(now Triple Point Investment Services Ltd) provided bundled investmentmanagement and administration services to the Company amounting to £356,063. There are agreements under which TPLLP underwrote the issue costs of both theoriginal and 'C' share allotments issue in excess of 4.75% of the value of theapplications in consideration of a payment to TPLLP to the extent that the otherissue costs were less than 4.75% of the aggregate value of accepted agreements. 9 Post balance sheet events Following a resolution of the directors to merge the ordinary and C shareclasses, on 27 April 2007 special resolutions were passed at company and classmeetings which mean that the merger was effective from the company's year ended31 March 2007. As a result of the merger the 28,501,776 C shares in issue at the year end wereconverted into 28,665,518 new ordinary shares and 113,843,362 deferred sharesand under the terms of the articles the deferred shares were immediatelyrepurchased for 1p for every 1 million deferred shares. As a result there arenow 31,990,482 ordinary shares in issue, made up as follows: Existing ordinary shares 3,324,964New ordinary shares issued on conversion of C shares 28,665,518Ordinary shares in issue following conversion 31,990,482 On 23 July 2007 the Directors proposed a dividend of 2.3p per share in respectof the year ended 31 March 2007, totalling £742,000, which will be paid toshareholders following the Annual General Meeting to be held on 3 September2007. 10 Accounts The financial information set out in this preliminary announcement does notconstitute statutory accounts as defined in section 240 of the Companies Act1985 ('the Act'). The balance sheet as at 31 March 2007, profit and lossaccount, cash flow statement and Note 1 for the year then ended have beenextracted from the Company's 2007 statutory financial statements upon which theauditors' opinion is unqualified and does not include any statement undersection 237 of the Act. The Annual Report & Accounts for the year ended 31 March 2007 will be filed atthe Registrar of Companies and will be posted to shareholders shortly. 11 Announcement A copy of this announcement will be available at the offices of the Company for14 days from the date of this announcement. The preliminary announcement is notbeing posted to shareholders. This information is provided by RNS The company news service from the London Stock Exchange