VEN.L Regulatory News (VEN)

29 Nov 2005 08:22

Ventus VCT plc29 November 2005 Ventus VCT plc Interim Statement for the period ended 31 August 2005 Chairman's Statement I am pleased to present the interim accounts for Ventus VCT plc (the "Company")for the six month period ended 31 August 2005. During this period, the Companycompleted its share offer, raising £15.0 million before offering costs and £14.2million after offering costs. The shares of the Company were first listed onthe London Stock Exchange on 15 March 2005, and the share offer closed on 31 May2005. Net Asset Value and Results At the period end, the net asset value per share of the Company stood at 94.7p.The revenue profit after taxation for the period amounted to £117,000,representing 1.0p per share. Investments The Company made one qualifying investment, of £210,000, during the period ended31 August 2005. This was an investment in preferred and ordinary shares ofGeotrupes Energy Limited ("Geotrupes"), as disclosed in the prospectus for theshare offer (the "Prospectus"). To date, Geotrupes has entered into a powerpurchase agreement representing 10 megawatts of capacity with Craig Wind FarmLimited, a company in which Ventus has since invested. Geotrupes has developeda positive profile in the small project renewable energy sector and is in activenegotiations regarding a number of further power purchase agreements. Since 31 August 2005, the Company has made two qualifying investments totalling£495,000. The first investment was for £125,000 in Craig Wind Farm Limited, acompany developing a 10 megawatt wind farm in Scotland. This investment is thefirst phase of an anticipated aggregate qualifying investment of approximately£1.8 million to be made in 2005 and 2006. The second investment was for£370,000 in Fenpower Limited, a company developing the 6 megawatt Ransonmoorwind farm in Cambridgeshire. This investment is the first phase of ananticipated aggregate qualifying investment of approximately £1 million to bemade in 2005 and 2006. The fundamental terms of the Company's investments inboth Craig Wind Farm Limited and Fenpower Limited have been agreed and thedocumentation for the investments is currently being completed pursuant tocommitment and exclusivity agreements valid in both cases until August 2006.Furthermore, Ventus and Fenpower Limited have agreed that Ventus will providefurther financing to Fenpower Limited in late 2006 if a proposed 4 megawattextension to the Ransonmoor wind project receives planning approval. In addition to the investments in Craig Wind Farm Limited and Fenpower Limited,the Company has an exclusivity agreement in place with respect to a furtherinvestment for which the fundamental terms have been largely agreed. Thispotential investment, in a company developing a consented 4 megawatt wind farmin Scotland, would result in a qualifying investment by the Company ofapproximately £1 million. Finally, pursuant to its agreement with Geotrupes, the Company anticipatesmaking a further qualifying investment of £140,000 in preferred and ordinaryshares of Geotrupes by 31 December 2005. Since inception, the Company has thus agreed terms and either made investmentsor entered into exclusivity arrangements with four investee companies,representing an aggregate anticipated investment in excess of £4 million. Thisrepresents approximately 40% of the amount required to be invested in qualifyinginvestments by March 2008 in order for the Company to comply with Inland RevenueVCT regulations. Cancellation of Share Premium Account As disclosed in the Prospectus, the Company has a policy of buying its ownshares in the market and of facilitating sales by shareholders at a price whichrepresents a maximum discount of 10% to the last published net asset value. Inorder to carry out this policy, the Company applied to the Court to reduce itsshare premium account and establish a new special reserve, which may be treatedas a distributable profit, out of which purchases of ordinary shares can be madein the future. The Court has approved the reduction of the Company's sharepremium account, and the reduction was registered with Companies House on 1September 2005. Outlook The level of activity in the UK onshore wind market, including smaller projects,remains very strong. The database of the British Wind Energy Association shows125 onshore wind projects of 20 megawatts or less that are currently eitherconsented and awaiting construction or are in planning. The Company iswell-positioned to participate in the financing of project companies developingthese wind farms. The Company's investment manager, Climate Change Advisory Ltd("the Manager") has an excellent pipeline of potential projects and continues toevaluate new opportunities on an on-going basis. The investment terms agreed to date by the Company have been based on investmentstructures and financial projections consistent with the assumptions andobjectives set out in the Prospectus, which stated that the Company's objectivewas to pay an annual tax-free dividend of 8p per ordinary share once its fundswere fully invested and its portfolio companies were operating at projectedcapacity. Consistent with the Company's timetable and objectives as stated inthe Prospectus, the Manager expects that it will require another 18 to 24 monthsto invest fully the Company's funds and a further 12 months before all theportfolio companies are operating at projected capacity. David Pinckney Chairman 25 November 2005 Ventus VCT plcStatement of Total Return(incorporating the revenue account)For the Six Month Period Ended 31 August 2005 (unaudited) Note Revenue Capital Total £000 £000 £000IncomeInterest income 264 - 264 264 - 264ExpenditureManagement fees 4 36 107 143Other expenses 84 19 103 120 126 246Return On Ordinary Activities Before Taxation 144 (126) 18Tax on ordinary activities (27) 24 (3)Return attributable to equity shareholders 117 (102) 15 Dividends - - - Transfer to / (from) reserves 117 (102) 15 Return Per Share (p) 2 1.0 (0.9) 0.1 The revenue column of this statement is the profit and loss account of thecompany. All revenue and capital items in the above statement derive from continuingoperations. The company has only one class of business and derives its income frominvestments made. Ventus VCT plcBalance SheetAs at 31 August 2005 (unaudited) Note 31 August 2005 28 February 2005 Audited £000 £000Fixed AssetsVenture capital investments 211 - 211 -Current AssetsPrepayments & accrued income 37 -Short term investments in Treasury Bills 13,233 -Cash at bank 765 13 14,035 13Creditors - amounts falling due within one year (44) -Net Current Assets 13,991 13 14,202 13 Share Capital & ReservesOrdinary share capital 6 3,750 -Share premium 6 10,437 -Preference share capital 6 - 13Capital reserve - realised 6 (102) -Revenue reserve 6 117 - 14,202 13 Net Assets per Share 3 94.7 -(Number of Ordinary Shares: 15,000,183) Ventus VCT plcCash Flow StatementFor the Six Month Period Ended 31 August 2005 (unaudited) 31 August 2005 28 February 2005 Audited £000 £000Net cash inflow from operating activities and 22 -returns on investments Capital ExpenditurePurchase of venture capital investments (211) - Management of Liquid ResourcesPurchase of treasury bills (13,233) -Net Cash inflow/(outflow) before financing (13,422) -FinancingShares issued 15,000 13Redemption of preference shares (13) -Issue costs (813) -Net cash inflow from financing 14,174 13Increase In Cash 752 13 Analysis of net fundsNet cash at 28 February 2005 13 -Net cash inflow 752 13Net cash at 31 August 2005 765 13 Net cash inflow from operating activities andreturns on investmentsNet revenue after taxation 117 -Expenses charged to capital (102) -Increase in debtors and prepayments (37) -Increase in creditors and accruals 44 -Net cash inflow from operating activities 22 - Ventus VCT plc Notes to the Interim Report For the Six Month Period Ended 31 August 2005 1. The financial information contained in the 31 August 2005 statement oftotal return, balance sheet and cash flow statement does not constitutestatutory accounts within the meaning of Section 240 of the Companies Act andsuch statements have not been delivered to the Registrar of Companies. Theinterim results, which have not been audited, have been prepared in accordancewith Accounting Standards applicable in the United Kingdom. The accounts for theperiod ended 28 February 2005 have been filed with the Registrar of Companiesand received an unqualified audit report and which did not contain a statementunder Section 237 (2) or (3) of the Companies Act 1985. Investments in unquoted companies are valued in accordance with BritishVenture Capital Association (BVCA) guidelines. Under these guidelines theinvestments are valued at fair value at reporting date, except in situationswhere fair values cannot be measured reliably. In such situations theinvestments are reported at the carrying value at the previous reporting date,unless there is evidence that the investment has since then been impaired. 2. The total return per share of 0.1p is based on the profit for the periodof £14,713 and the weighted average number of shares in issue during the periodof 12,018,447. 3. The net asset value per share of 94.7p is based on net assets of£14,201,566 and the number of shares in issue as at 31 August 2005 of15,000,183. 4. The Company pays the Investment Manager an annual management fee of 2.5%(plus VAT) of the Company's net assets. The fee is payable quarterly inadvance. The annual management fee is allocated 75% to capital and 25% torevenue. 5. The interim financial statements were approved by the directors on 25November 2005. 6. Movements in shareholders' funds: Called up Share Preference Capital Revenue Total for share premium shares reserve - reserve the period capital account realised ended 31 Aug 05 £000 £000 £000 £000 £000 £000Balance at start of the period - - 13 - - 13Shares issued in the period 3,750 11,250 - - - 15,000Costs of issue - (813) - - - (813)Preference Shares redeemed - - (13) - - (13)Management fees charged to capital - - - (102) - (102)Profit for the period - - - - 117 117Balance at the end of the period 3,750 10,437 - (102) 117 14,202 7. During the period the following allotments of ordinary shares of 25p tookplace: 14 March 2005 5,618,3704 April 2005 6,751,9855 April 2005 423,6657 June 2005 2,206,159 After issue costs, £14,186,853 was raised from these share issues 8. In line with the special resolution passed on 8 October 2004 at an EGM ofthe company the Share premium account has been cancelled with effect from 1September 2005, the date of registration of the court-approved order. 9. Copies of this interim report have been sent to shareholders and areavailable from the Company Secretary, c/o Capita IRG Trustees Ltd, The Registry,34 Beckenham Road, Beckenham, Kent, BR3 4TU. This information is provided by RNS The company news service from the London Stock Exchange