TIDMNEP
RNS Number : 6311X
Neptune-Calculus Income &Growth VCT
18 August 2009
?
Neptune-Calculus Income and Growth VCT plc
Half-yearly results for the six months ended 30 June 2009
CORPORATE POLICY AND PERFORMANCE SUMMARY
Objective
Neptune-Calculus Income and Growth VCT is a tax efficient listed company which
has the objective of generating long term capital growth and tax fee dividends
for investors. The Company is managed as a VCT in order that shareholders may
benefit from the tax reliefs available.
The Company's 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 Company does not invest in start-up and seed
capital situations. The balance of the Company's investments can be invested in
a combination of Neptune income funds and a portfolio of similar income
generating UK listed shares and money market instruments.
Managers
Qualifying investments are managed by Calculus Capital Limited and
non-qualifying investments are managed by Neptune Investment Management Limited.
Performance summary
+------------+----------+
| | Ordinary |
| | Shares |
+------------+----------+
| | Six |
| | months |
| | to |
+------------+----------+
| | 30 |
| | June |
| | 2009 |
+------------+----------+
| Return | (2.6)p |
| per | |
| share | |
+------------+----------+
| Net | 77.8 p |
| asset | |
| value | |
| per | |
| share | |
+------------+----------+
| Cumulative | 9.0 p |
| dividends | |
| paid and | |
| proposed | |
+------------+----------+
| | As at |
+------------+----------+
| | 31 |
| | July |
| | 2009* |
+------------+----------+
| Net | 77.6 p |
| asset | |
| value | |
| per | |
| share | |
+------------+----------+
*Being the latest practicable date prior to publication and including net
revenue after 30 June 2009.
Chairman's Statement
I am pleased to present our interim results for the Company for the six months
ended 30 June 2009.
All of the Company's C Shares were converted into Ordinary Shares on 30 April
2009 and the Ordinary Share portfolio and C Share portfolio were combined at
that date. The Company now only has Ordinary Shares in issue and the performance
of these shares to 30 June 2009 reflects the performance of the enlarged
portfolio. After paying the final dividend of 1 penny per Ordinary Share, net
assets per Ordinary Share on 30 June 2009 were 77.8p compared with 77.9p as at
31 December 2008.
Our qualifying investments, which are in a combination of AIM companies and
unquoted companies, are managed by Calculus Capital. The FTSE AIM All-Share
market has rallied over the last six months and our AIM portfolio has also seen
an overall improvement. Our best performing quoted investment continued to be
EpiStem Holdings which increased in value by 56 per cent during the period.
Portland Gas and Relax Group also performed well. However Hexagon and Sport
Media Group were adversely affected by the difficult economic environment and
FSG Security also saw a decrease in value. There has been a modest overall
increase in the value of our unquoted investments which have continued to face
challenging conditions. Waterfall Services, in particular, has shown resilience.
We only made one investment in the qualifying portfolio during the period, of
GBP120,000 in Managed Support Services, reflecting the Investment Manager's
cautious stance during a period of considerable economic turbulence.
Our non-qualifying investments are managed by Neptune Investment Management. The
investments in the Neptune Income Fund and the Neptune Quarterly Income Fund are
biased towards large cap stocks which have performed less well than the market
as a whole. As noted in the Investment Manager's review (non-qualifying
investments), during the period the FTSE All-Share index increased by 0.8 per
cent whereas the FTSE 100 declined by 1.6 per cent. However over GBP1.5 million
of the non-qualifying portfolio is held in cash funds following the liquidation
of the mirror portfolio last year and, as a result, the overall percentage
decline in the non qualifying portfolio was only 1 per cent.
Dividend
In line with our policy of maximising tax-free dividends to shareholders, the
Directors are pleased to declare an interim dividend of 1 penny per Ordinary
Share payable on 19 October 2009, to shareholders on the register on 25
September 2009.
Changes in accounting policy
You may notice that the comparative figures for the six months to 30 June 2008
have been restated. At 31 December 2008, in order to comply with FRS 25, we
changed our accounting policy in relation to the C Shares that were then in
issue to treat them as a liability of the Ordinary Shares. Although the C Shares
were converted into Ordinary Shares on 30 April 2009, we are required to restate
the comparative figures for the six months to 30 June 2008 to reflect the change
in accounting policy.
VAT reclaim
As I mentioned in the report and accounts for the year ended 31 December 2008,
we are in discussions with Neptune Investment Management to recover VAT which
had been paid on management fees following the decision by HM Revenue and
Customs to exempt VCTs from VAT on management fees. The timing and amount of any
payment is still uncertain. As a result no contingent asset has been included
within these financial statements.
Outlook
We met our target of being 70 per cent invested in qualifying companies for
funds subscribed in 2005 and 2006 and we retain sufficient cash to support
portfolio companies if required. Funds subscribed in the top up offers have to
be invested between two and three years after subscription and as a result we
are able to take a cautious investment stance. The economic environment
remains challenging. The consensus amongst portfolio companies is that economic
conditions are no longer declining but there are few, if any, signs of economic
recovery evident. We take encouragement, nonetheless, from the way the portfolio
has maintained its value over the very difficult past few months.
Philip Stephens
Chairman
18 August 2009
INVESTMENT MANAGERS' REVIEWS
Investment Manager's review (Qualifying investments)
Calculus Capital advises the Company in respect of qualifying investments made
by the Company.
Portfolio developments
At 30 June the portfolio of qualifying investments comprised 21 companies, made
up of both AIM quoted and unquoted stocks. We met the HM Revenue & Customs
requirement for the VCT as a whole to be at least 70 per cent invested in
qualifying investments by 31 December 2008, and the overall qualifying
percentage at the end of June 2009 was 74.2 per cent (calculated on an HM
Revenue & Customs basis).
The qualifying portfolio has increased in value over the last six months,
brought about by rises in both quoted and unquoted stocks. Consequently, after
paying the 2008 final dividend of 1 penny per Ordinary Share on 5 June 2009, the
net asset value of the VCT fell by only 0.1 pence to 77.8 pence as at 30 June
2009. The FTSE 100 index fell by 1.6 per cent over the same period*, whilst the
FTSE AIM index increased by 34.5 per cent as confidence returned and investors
took advantage of the attractive yields and valuations offered. The recent
increases in oil and commodity prices also contributed to the rise as many such
companies are AIM quoted.
There have been positive contributions from a number of AIM quoted companies,
and the largest of these has come from EpiStem Holdings, a life sciences
company. At the beginning of March it announced a major collaborative agreement
with Novartis, the Swiss drug manufacturer. Under the terms of the agreement,
EpiStem will receive an upfront cash payment of $4 million, research funding for
two years and up to $45 million in milestone payments for each product
developed, plus tiered royalties on any future worldwide sales. The agreement
is likely to significantly enhance future performance and, as of 30 June 2009,
its shares had risen to a bid price of 320 pence.
Other notable increases have come from Portland Gas, a sub-surface gas storage
company and Relax Group, a provider of consumer debt management services.
Portland's shares have risen following the news that the company has commenced a
new funding process for its major development at Portland in Dorset. This
development had previously been halted in November 2008 owing to the liquidity
crisis. In the case of Relax, the economic downturn has led to a sharp increase
in demand for its services.
In contrast, shares in Pressure Technologies, a designer and manufacturer of
seamless steel high pressure gas cylinders, declined from 245 pence at 31
December 2008 to 165 pence at the period end, primarily due to weakening
conditions in the oil and gas market. The company failed to win GBP4 million of
oil and gas contracts for the 2010 financial year due to protectionist policies
in place in South East Asia. As a consequence the company's board believes that
revenues in 2010 will be slightly lower than those achieved in 2009.
The value of the unquoted portfolio has also increased slightly during the last
six months. This is mainly due to improvements in the prevailing price-earnings
multiples for comparable companies as the stock market recovers. It is these
multiples, derived from quoted companies, which underpin the valuation of
companies within the unquoted portfolio. As a result, there have been modest
uplifts in the valuations of Waterfall Services (formerly Cater Plus
Services) and Triage Holdings.
Waterfall Services, the outsourced catering provider, is performing particularly
well following its acquisition of Taylor Shaw in June 2008. Its core markets in
the aged care and education sectors have provided some degree of insulation
during the downturn and, encouragingly, there is a significant amount of sales
activity in the pipeline.
The rates dispute between UK port operators (including RMS Group Holdings) and
the Valuation Office Agency (VOA) referred to in my previous report continues.
Last year the VOA levied additional business rates upon the port operators and
backdated these demands to April 2005.As a consequence our valuation of RMS
Group allows for the effect of a higher rates charge and the backdated
liability. However, despite the inclusion of the backdated rates liability, the
valuation of RMS has only declined by GBP30,000 since December 2008.
There has been a further reduction in the fair value of Pharmasmart, whilst
the fair value of Heritage House Media has been maintained at its previous
level. Pharmasmart provides recruitment services to pharmaceutical companies,
and has been hit hard by consolidation within the industry with many companies
withdrawing from the recruitment market. Heritage House suffered in the early
part of the year due to the uncertainty over potential visitor numbers this year
at many UK attractions, and many customers delayed orders as a result. However,
the good weather over the Easter holiday and since has encouraged customers to
increase orders in recent months though it is unlikely that this will compensate
for the very slow start to the year.
We have maintained a disciplined and selective approach to investment since the
beginning of the year. In February we invested a further GBP120,000 in the
equity of Managed Support Services, a provider of maintenance services for air
conditioning systems. This was part of a GBP6 million fundraising to provide
funds for its management to exploit acquisition opportunities. Managed Support
Services subsequently acquired Delrac Services at the beginning of May, a London
based competitor in order to further its expansion plans across Southern
England.
Outlook
The economic environment looks set to remain challenging in the short term, and
the expectation is that any recovery will be slow. However, we continue to work
closely with portfolio companies to ensure they are well positioned to move out
of the downturn.The Company retains the cash reserves to support the existing
portfolio if needed, as well as to take advantage of any future investment
opportunities. There are opportunities at attractive entry levels in the current
climate as many smaller companies with growth potential are struggling to access
finance, and we continue to seek these out.
John Glencross
Calculus Capital Limited
18 August 2009
* Source: Lipper as at 30.06.09, based in sterling, net income reinvested with
no initial charges.
Investment manager's review (non-qualifying investments)
Portfolio developments
The Neptune-Calculus Income and Growth VCT invests in the Neptune Income Fund
and the Neptune Quarterly Income Fund.
Over the six months under review, the FTSE All-Share Index returned 0.8 per
cent. As a guide to the portfolio's performance, the Neptune Income Fund and
Neptune Quarterly Income Fund posted negative returns of 3.5 per cent and
0.5 per cent respectively for the same period.*
Having undertaken continual research into the stability of the financial sector,
we began to gradually re-orientate the portfolios of the Income and Quarterly
Income funds at the beginning of April. This decision was reached on the basis
that the approximately $3 trillion of losses now acknowledged is not far out of
line with our own estimate of the cost of the recent financial crisis, catalysed
by US sub-prime and the financing based upon it. We felt that the losses had
been recognised to a very large extent by the banking system and that the global
economy's rate of decline had, in our view, reached its climax.
We therefore meaningfully increased our exposure to the financials sector,
including banks, for the first time in close to two years. In order to
accommodate these new positions, we sold some of our more defensive, less
cyclical stocks, such as Centrica and Diageo. These stocks served us well
through the volatility of the last year, but we took profits and in place bought
HSBC and Standard Chartered Bank.** Less exposed to toxic assets than other
Western banks, HSBC and Standard Chartered offer significant exposure to the
emerging markets, superior growth, and are in a strong position to take market
share. These two banks therefore represent a low risk entry into the financials
sector, an area where we feel that the risk is now in not being invested rather
than being invested.
Elsewhere, we have taken positions in British Land. Bought at a distressed
valuation, this real estate investment trust (REIT) is attractive not only for
the potential for capital appreciation, but also in terms of income generation,
given the requirement for REITs to distribute at least 90 per cent of their
taxable income to shareholders. Energy is also a significant weighting in the
portfolios. The sector is benefiting significantly from the recovery of the oil
price and we have utilised some of our overseas weighting to gain exposure to
favoured stocks abroad, such as Statoil and PetroChina.
One of our top performing holdings was FTSE 250 listed Halma. Having increased
our position here, this industrials holding reported strong figures in June,
resulting in a 5.0 per cent rise in its annual dividend. Overall, however, we
have maintained our bias towards large-cap stocks and, with the FTSE 250's 18.4
per cent return for the six months outperforming the FTSE 100's negative 1.6 per
cent return*, the funds marginally underperformed their Index, the FTSE
All-Share.
Outlook
We believe that our gradual sector rotation, which has seen us complementing our
defensive positions, such as in multinational consumer staples, with stocks more
sensitive to the market rally, has been successful in creating well-balanced
portfolios that will meet the funds' dual objectives of income generation
alongside capital growth.
Robin Geffen
Neptune Investment Management Limited
18 August 2009
* Source: Lipper as at 30.06.09, based in sterling, net income reinvested with
no initial charges.
** Standard Chartered Bank was added to the Neptune Income Fund whilst HSBC was
added to both the Income and the Quarterly Income portfolios.
INVESTMENT PORTFOLIO
The ten largest holdings by value are included below:
As at 30 June 2009
+---------------------------------------------+--------------+--------------+---------------+
| | Cost | Valuation | Percentage of |
| | | | |
| | | | portfolio |
+---------------------------------------------+--------------+--------------+---------------+
| | GBP | GBP | % |
+---------------------------------------------+--------------+--------------+---------------+
| AIM investments (quoted equity) | | | |
+---------------------------------------------+--------------+--------------+---------------+
| EpiStem Holdings plc* | 251,261 | 646,921 | 6.8 |
+---------------------------------------------+--------------+--------------+---------------+
| Other AIM investments* | 4,620,995 | 1,738,573 | 18.3 |
+---------------------------------------------+--------------+--------------+---------------+
| Unquoted equity investments | | | |
+---------------------------------------------+--------------+--------------+---------------+
| RMS Group Holdings Limited* | 100,044 | 517,052 | 5.5 |
+---------------------------------------------+--------------+--------------+---------------+
| Triage Holdings Limited | 48,000 | 485,280 | 5.1 |
+---------------------------------------------+--------------+--------------+---------------+
| Waterfall Services Limited | 50,129 | 248,630 | 2.6 |
+---------------------------------------------+--------------+--------------+---------------+
| Heritage House Media Limited | 147,369 | - | - |
+---------------------------------------------+--------------+--------------+---------------+
| Other unquoted equity investments | 300,000 | - | - |
+---------------------------------------------+--------------+--------------+---------------+
| Unquoted preference shares | | | |
+---------------------------------------------+--------------+--------------+---------------+
| Triage Holdings Limited preference shares | 357,720 | 357,720 | 3.8 |
+---------------------------------------------+--------------+--------------+---------------+
| Waterfall Services Limited preference | 116,667 | 116,667 | 1.2 |
| shares | | | |
+---------------------------------------------+--------------+--------------+---------------+
| Unquoted bonds | | | |
+---------------------------------------------+--------------+--------------+---------------+
| Heritage House Media Limited loan stockI | 856,284 | 856,284 | 9.0 |
+---------------------------------------------+--------------+--------------+---------------+
| RMS Group Holdings Limited loan stock | 400,000 | 400,000 | 4.2 |
+---------------------------------------------+--------------+--------------+---------------+
| Waterfall Services Limited loan stock | 333,333 | 333,333 | 3.5 |
+---------------------------------------------+--------------+--------------+---------------+
| Triage Holdings Limited loan stock | 74,280 | 74,280 | 0.8 |
+---------------------------------------------+--------------+--------------+---------------+
| Other unquoted loan stocks | 120,000 | 120,000 | 1.3 |
+---------------------------------------------+--------------+--------------+---------------+
| Non-qualifying equity investments and loan | (151,837) | (146,868) | (1.5) |
| stock*I | | | |
+---------------------------------------------+--------------+--------------+---------------+
| Total qualifying investments | 7,624,245 | 5,747,872 | 60.6 |
+---------------------------------------------+--------------+--------------+---------------+
| Quoted funds | | | |
+---------------------------------------------+--------------+--------------+---------------+
| Neptune Quarterly Income Fund Income Units | 1,249,318 | 982,439 | 10.4 |
+---------------------------------------------+--------------+--------------+---------------+
| The Neptune Income Fund Income A Class | 1,260,819 | 978,940 | 10.3 |
+---------------------------------------------+--------------+--------------+---------------+
| Unquoted funds | | | |
+---------------------------------------------+--------------+--------------+---------------+
| Fidelity Sterling Fund distributing shares | 617,931 | 617,931 | 6.5 |
| class A | | | |
+---------------------------------------------+--------------+--------------+---------------+
| GS Sterling Liquid Reserves | 516,491 | 516,491 | 5.4 |
+---------------------------------------------+--------------+--------------+---------------+
| SWIP Global Liquidity Fund | 500,000 | 500,000 | 5.3 |
+---------------------------------------------+--------------+--------------+---------------+
| Non-qualifying equity investments and loan | 151,837 | 146,868 | 1.5 |
| stock*I | | | |
+---------------------------------------------+--------------+--------------+---------------+
| Total non-qualifying investments | 4,296,396 | 3,742,669 | 39.4 |
+---------------------------------------------+--------------+--------------+---------------+
| Total investments | 11,920,641 | 9,490,541 | 100.0 |
+---------------------------------------------+--------------+--------------+---------------+
* The valuations of certain investments include small purchases made which are
non-qualifying investments. These cost GBP8,711 and are valued at GBP3,742.
I The valuation of Heritage House Media Limited loan stock includes
GBP143,126 of rolled up interest which is non-qualifying.
UNAUDITED CONDENSED INCOME STATEMENT
for the six months to 30 June 2009
+-----------------------+----------+----------+----------+----------+----------+----------+----------+----------+----------+----------+
| | | Six months to | Six months to | Year to |
+-----------------------+----------+--------------------------------+--------------------------------+--------------------------------+
| | | 30 June 2009 | 30 June 2008 | 31 December 2008 |
+-----------------------+----------+--------------------------------+--------------------------------+--------------------------------+
| | | | (restated)* | |
+-----------------------+----------+--------------------------------+--------------------------------+--------------------------------+
| | | Revenue | Capital | Total | Revenue | Capital | Total | Revenue | Capital | Total |
+-----------------------+----------+----------+----------+----------+----------+----------+----------+----------+----------+----------+
| | Note | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 |
+-----------------------+----------+----------+----------+----------+----------+----------+----------+----------+----------+----------+
| | | | | | | | | | | |
+-----------------------+----------+----------+----------+----------+----------+----------+----------+----------+----------+----------+
| Gains/(losses) | | - | 78 | 78 | - | (214) | (214) | - | (2,444) | (2,444) |
| on | | | | | | | | | | |
| investments at | | | | | | | | | | |
| fair value | | | | | | | | | | |
+-----------------------+----------+----------+----------+----------+----------+----------+----------+----------+----------+----------+
| Investment | | 198 | - | 198 | 192 | - | 192 | 418 | - | 418 |
| income | | | | | | | | | | |
+-----------------------+----------+----------+----------+----------+----------+----------+----------+----------+----------+----------+
| Other | | - | - | - | 10 | - | 10 | 31 | - | 31 |
| income | | | | | | | | | | |
+-----------------------+----------+----------+----------+----------+----------+----------+----------+----------+----------+----------+
| Investment | | (24) | (73) | (97) | (34) | (102) | (136) | (43) | (128) | (171) |
| management | | | | | | | | | | |
| fee | | | | | | | | | | |
+-----------------------+----------+----------+----------+----------+----------+----------+----------+----------+----------+----------+
| Other | | (74) | - | (74) | (98) | - | (98) | (166) | - | (166) |
| expenses | | | | | | | | | | |
+-----------------------+----------+----------+----------+----------+----------+----------+----------+----------+----------+----------+
| Return/(deficit) | | 100 | 5 | 105 | 70 | (316) | (246) | 240 | (2,572) | (2,332) |
| on ordinary | | | | | | | | | | |
| activities | | | | | | | | | | |
| before finance | | | | | | | | | | |
| charges and | | | | | | | | | | |
| taxation | | | | | | | | | | |
+-----------------------+----------+----------+----------+----------+----------+----------+----------+----------+----------+----------+
| Finance | | (50) | (235) | (285) | (49) | 265 | 216 | (158) | 1,720 | 1,562 |
| charges | | | | | | | | | | |
+-----------------------+----------+----------+----------+----------+----------+----------+----------+----------+----------+----------+
| Taxation | | (1) | - | (1) | (3) | - | (3) | (5) | - | (5) |
| on | | | | | | | | | | |
| ordinary | | | | | | | | | | |
| activities | | | | | | | | | | |
+-----------------------+----------+----------+----------+----------+----------+----------+----------+----------+----------+----------+
| Return/(deficit) | | 49 | (230) | (181) | 18 | (51) | (33) | 77 | (852) | (775) |
| attributable | | | | | | | | | | |
| to | | | | | | | | | | |
| Ordinary shareholders | | | | | | | | | | |
+-----------------------+----------+----------+----------+----------+----------+----------+----------+----------+----------+----------+
| Return | 4 | 0.71p | (3.31)p | (2.60)p | 0.45p | (1.29)p | (0.84)p | 1.91p | (21.12)p | (19.21)p |
| per | | | | | | | | | | |
| Ordinary | | | | | | | | | | |
| Share | | | | | | | | | | |
+-----------------------+----------+----------+----------+----------+----------+----------+----------+----------+----------+----------+
* Details of the restatement are set out in notes 2 and 8.
The total column of this statement is the profit and loss account of the
Company.
All revenue and capital items in the above statement derive from continuing
operations. No operations were acquired or discontinued in the period.
The accompanying notes are an integral part of this statement.
UNAUDITED CONDENSED RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
for the six months to 30 June 2009
+---------------------------------+---------+---------+---------+---------+---------+---------+
| | Share | Share | Special | Capital | Revenue | |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| | capital | premium | reserve | reserve | reserve | Total |
| | | | | | | |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| For the period 1 January 2009 | | | | | | |
| to | | | | | | |
| 30 June 2009 | | | | | | |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| 1 January 2009 | 410 | 281 | 3,187 | (759) | 77 | 3,196 |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| C Share conversion | 830 | 350 | 7,097 | (1,729) | 209 | 6,757 |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| Net (deficit)/return after | - | - | - | (230) | 49 | (181) |
| taxation for the period | | | | | | |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| Dividends paid | - | - | - | - | (124) | (124) |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| 30 June 2009 | 1,240 | 631 | 10,284 | (2,718) | 211 | 9,648 |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| | | | | | | |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| For the period 1 January 2008 | | | | | | |
| to | | | | | | |
| 30 June 2008 | | | | | | |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| 1 January 2008 (as previously | 1,218 | 21 | 10,284 | (130) | 108 | 11,501 |
| stated) | | | | | | |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| Restatement of prior years* | (839) | - | (7,097) | 230 | (74) | (7,780) |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| 1 January 2008 (restated)* | 379 | 21 | 3,187 | 100 | 34 | 3,721 |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| Issue of shares | 31 | 277 | - | - | - | 308 |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| Expenses of share issue | - | (17) | - | - | - | (17) |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| Net (deficit)/return after | - | - | - | (51) | 18 | (33) |
| taxation for the period | | | | | | |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| 30 June 2008 | 410 | 281 | 3,187 | 49 | 52 | 3,979 |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| | | | | | | |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| For the year 1 January 2008 to | | | | | | |
| 31 December 2008 | | | | | | |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| 1 January 2008 (as previously | 1,218 | 21 | 10,284 | (130) | 108 | 11,501 |
| stated) | | | | | | |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| Restatement of prior years* | (839) | - | (7,097) | 230 | (74) | (7,780) |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| 1 January 2008 (restated)* | 379 | 21 | 3,187 | 100 | 34 | 3,721 |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| Issue of shares | 31 | 277 | - | - | - | 308 |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| Expenses of share issue | - | (17) | - | - | - | (17) |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| Net (deficit)/return after | - | - | - | (852) | 77 | (775) |
| taxation for the year | | | | | | |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| Dividends paid | - | - | - | (7) | (34) | (41) |
+---------------------------------+---------+---------+---------+---------+---------+---------+
| 31 December 2008 | 410 | 281 | 3,187 | (759) | 77 | 3,196 |
+---------------------------------+---------+---------+---------+---------+---------+---------+
* Details of the restatement are set out in notes 2 and 8.
The accompanying notes are an integral part of this statement.
UNAUDITED CONDENSED BALANCE SHEET
as at 30 June 2009
+----------------------+--------+---------+--------------+----------+
| | | 30 | 30 | 31 |
| | | June | June | December |
| | | 2009 | 2008 | 2008 |
+----------------------+--------+---------+--------------+----------+
| | | | (restated)* | |
+----------------------+--------+---------+--------------+----------+
| | Note | GBP'000 | GBP'000 | GBP'000 |
+----------------------+--------+---------+--------------+----------+
| Fixed | | | | |
| Assets | | | | |
+----------------------+--------+---------+--------------+----------+
| Investments | | 9,491 | 11,199 | 9,236 |
| at fair | | | | |
| value | | | | |
| through | | | | |
| profit or | | | | |
| loss | | | | |
+----------------------+--------+---------+--------------+----------+
| Current | | | | |
| Assets | | | | |
+----------------------+--------+---------+--------------+----------+
| Debtors | | 69 | 290 | 69 |
| | | | | |
+----------------------+--------+---------+--------------+----------+
| Cash | | 208 | 545 | 549 |
| at | | | | |
| bank | | | | |
+----------------------+--------+---------+--------------+----------+
| | | 277 | 835 | 618 |
+----------------------+--------+---------+--------------+----------+
| Creditors: | | | |
| Amounts falling | | | |
| due within one | | | |
| year | | | |
+-------------------------------+---------+--------------+----------+
| Creditors | | (120) | (150) | (186) |
| | | | | |
+----------------------+--------+---------+--------------+----------+
| Liability | | - | (7,905) | (6,472) |
| to the C | | | | |
| Share | | | | |
| Fund | | | | |
+----------------------+--------+---------+--------------+----------+
| | | (120) | (8,055) | (6,658) |
+----------------------+--------+---------+--------------+----------+
| Net | | 157 | (7,220) | (6,040) |
| Current | | | | |
| Assets/(Liabilities) | | | | |
+----------------------+--------+---------+--------------+----------+
| Net Assets | 9,648 | 3,979 | 3,196 |
+-------------------------------+---------+--------------+----------+
| | | | | |
+----------------------+--------+---------+--------------+----------+
| Represented | | | | |
| by: | | | | |
+----------------------+--------+---------+--------------+----------+
| CALLED | | | | |
| UP | | | | |
| SHARE | | | | |
| CAPITAL | | | | |
| AND | | | | |
| RESERVES | | | | |
+----------------------+--------+---------+--------------+----------+
| Share | | 1,240 | 410 | 410 |
| capital | | | | |
+----------------------+--------+---------+--------------+----------+
| Share | | 631 | 281 | 281 |
| premium | | | | |
+----------------------+--------+---------+--------------+----------+
| Special | | 10,284 | 3,187 | 3,187 |
| reserve | | | | |
+----------------------+--------+---------+--------------+----------+
| Capital | | (2,430) | (149) | (888) |
| reserve | | | | |
| - investment | | | | |
| holding loss | | | | |
+----------------------+--------+---------+--------------+----------+
| Capital | | (288) | 198 | 129 |
| reserve | | | | |
| - other | | | | |
+----------------------+--------+---------+--------------+----------+
| Revenue | | 211 | 52 | 77 |
| reserve | | | | |
+----------------------+--------+---------+--------------+----------+
| Total | | 9,648 | 3,979 | 3,196 |
| Ordinary | | | | |
| shareholders' | | | | |
| funds | | | | |
+----------------------+--------+---------+--------------+----------+
| Net | 5 | 77.80p | 97.03p | 77.94p |
| asset | | | | |
| value | | | | |
| per | | | | |
| Ordinary | | | | |
| Share | | | | |
+----------------------+--------+---------+--------------+----------+
* Details of the restatement are set out in notes 2 and 8.
The accompanying notes are an integral part of this statement.
UNAUDITED CONDENSED CASH FLOW STATEMENT
for the six months to 30 June 2009
+---------------------+--------+---------+---------+----------+
| | | Six | Six | Year |
| | | months | months | to |
| | | to | to | |
+---------------------+--------+---------+---------+----------+
| | | 30 | 30 | 31 |
| | | June | June | December |
| | | 2009 | 2008 | 2008 |
+---------------------+--------+---------+---------+----------+
| | Note | GBP'000 | GBP'000 | GBP'000 |
| | | | | |
+---------------------+--------+---------+---------+----------+
| Operating | | | | |
| activities | | | | |
+---------------------+--------+---------+---------+----------+
| Investment | | 121 | 141 | 328 |
| income | | | | |
| received | | | | |
+---------------------+--------+---------+---------+----------+
| Deposit | | 1 | 7 | 27 |
| income | | | | |
| received | | | | |
+---------------------+--------+---------+---------+----------+
| Other | | - | - | 3 |
| income | | | | |
| received | | | | |
+---------------------+--------+---------+---------+----------+
| Investment | | (108) | (49) | (64) |
| management | | | | |
| fees paid | | | | |
+---------------------+--------+---------+---------+----------+
| Administration | | (25) | (19) | (27) |
| fees paid | | | | |
+---------------------+--------+---------+---------+----------+
| Other | | (88) | (83) | (137) |
| cash | | | | |
| payments | | | | |
+---------------------+--------+---------+---------+----------+
| Net | 6 | (99) | (3) | 130 |
| cash | | | | |
| (outflow)/inflow | | | | |
| from operating | | | | |
| activities | | | | |
+---------------------+--------+---------+---------+----------+
| Investing | | | | |
| activities | | | | |
+---------------------+--------+---------+---------+----------+
| Purchase | | (121) | (881) | (2,447) |
| of | | | | |
| investments | | | | |
+---------------------+--------+---------+---------+----------+
| Sale | | - | 538 | 2,103 |
| of | | | | |
| investments | | | | |
+---------------------+--------+---------+---------+----------+
| Net cash | (121) | (343) | (344) |
| outflow | | | |
| from investing | | | |
| activities | | | |
+------------------------------+---------+---------+----------+
| Equity | | (124) | - | (41) |
| dividends | | | | |
| paid | | | | |
+---------------------+--------+---------+---------+----------+
| Financing | | | | |
+---------------------+--------+---------+---------+----------+
| Distributions | | - | - | (87) |
| made to C | | | | |
| shareholders | | | | |
+---------------------+--------+---------+---------+----------+
| Net | | 1 | 334 | 334 |
| proceeds | | | | |
| from C | | | | |
| Share | | | | |
| issue | | | | |
+---------------------+--------+---------+---------+----------+
| Net | | 2 | 284 | 284 |
| proceeds | | | | |
| from | | | | |
| Ordinary | | | | |
| Share | | | | |
| issue | | | | |
+---------------------+--------+---------+---------+----------+
| Net | | 3 | 618 | 531 |
| cash | | | | |
| inflow from | | | | |
| financing | | | | |
+---------------------+--------+---------+---------+----------+
| (Decrease)/increase | | (341) | 272 | 276 |
| in cash | | | | |
+---------------------+--------+---------+---------+----------+
The accompanying notes are an integral part of this statement.
NOTES TO THE ACCOUNTS
1 Nature of Financial Information
The unaudited half-yearly financial information does not constitute statutory
financial statements as defined in Section 240 of the Companies Act 1985 and has
not been reviewed nor audited by the auditors. This information has been
prepared on the basis of the accounting policies used in the statutory financial
statements of the Company for the year ended 31 December 2008. The statutory
financial statements for the year ended 31 December 2008, which contained an
unqualified auditors' report, have been lodged with the Registrar of Companies,
did not include a reference to any matters to which the auditor drew attention
by way of emphasis without qualifying the report and did not contain statements
under Section 237(2) or (3) of the Companies Act 1985.
2C Shares
On 30 April 2009, the 8,776,764 C Shares of 10p each in the Company were
converted into Ordinary Shares of 10p each in the Company on the basis of 0.9457
Ordinary Shares for each C Share resulting in the issue of 8,300,185 Ordinary
Shares. The total number of Ordinary Shares in issue post conversion of the C
Shares and as at 30 June 2009 was 12,400,991.
The Company changed its accounting policy in relation to the C Shares during the
year ended 31 December 2008. Under the previous accounting policy, which was in
place at the time the Company prepared its half-yearly report for the six months
ended 30 June 2008, the C Shares were treated as forming part of the Company's
overall share capital and therefore the reserves relating to these shares were
included in the total balance sheet of the Company. This was in accordance with
industry practice. Under the new accounting policy which was in place at the
time the Company prepared its report and accounts for the year ended 31 December
2008, in accordance with the technical interpretation of FRS 25, the C Shares
were classed as debt, not equity, as they were convertible into a variable
number of Ordinary Shares and were therefore shown as a liability of the
Company. The comparative figures for the six months to 30 June 2008 have been
restated to reflect the new accounting policy and details of the restatement are
set out in note 8.
3 Dividends
The Directors have declared an interim dividend of 1 penny per Ordinary Share.
This dividend is payable on 19 October 2009 to shareholders on the register on
25 September 2009.
4Return per Ordinary Share
+----------+---------+---------+--------+---------+---------+--------+----------+----------+---------+
| | Six months to | Six months to | Year to |
| | 30 June 2009 | 30 June 2008 | 31 December 2008 |
+----------+----------------------------+----------------------------+-------------------------------+
| | Revenue | Capital | Total | Revenue | Capital | Total | Revenue | Capital | Total |
+----------+---------+---------+--------+---------+---------+--------+----------+----------+---------+
| | pence | pence | pence | pence | pence | pence | pence | pence | pence |
+----------+---------+---------+--------+---------+---------+--------+----------+----------+---------+
| Ordinary | 0.71 | (3.31) | (2.60) | 0.45 | (1.29) | (0.84) | 1.91 | (21.12) | (19.21) |
| Share | | | | | | | | | |
+----------+---------+---------+--------+---------+---------+--------+----------+----------+---------+
Revenue return per Ordinary Share is based on the net revenue on ordinary
activities attributable to the Ordinary Shares of GBP49,000 (30 June 2008:
GBP18,000, 31 December 2008: GBP77,000) and on 6,943,963 (30 June 2008:
3,966,853, 31 December 2008: 4,034,196) Ordinary Shares, being the weighted
average number of Ordinary Shares in issue during the period.
Capital return per Ordinary Share is based on the net capital deficit for the
period of GBP230,000 (30 June 2008: GBP51,000, 31 December 2008: GBP852,000) and
on 6,943,963 (30 June 2008: 3,966,853, 31 December 2008: 4,034,196) Ordinary
Shares, being the weighted average number of Ordinary Shares in issue during the
period.
Total return per Ordinary Share is based on the total deficit on ordinary
activities attributable to the Ordinary Shares of GBP181,000 (30 June 2008:
GBP33,000, 31 December 2008: GBP775,000) and on 6,943,963 (30 June 2008:
3,966,853, 31 December 2008: 4,034,196) Ordinary Shares, being the weighted
average number of Ordinary Shares in issue during the period.
5 Net asset value per Ordinary Share
+--------------------------+------------------+----------------------+----------------------+
| | 30 June 2009 | 30 June 2008 | 31 December 2008 |
+--------------------------+------------------+----------------------+----------------------+
| | pence | pence | pence |
+--------------------------+------------------+----------------------+----------------------+
| Ordinary Shares of 10p | 77.80 | 97.03 | 77.94 |
| each | | | |
+--------------------------+------------------+----------------------+----------------------+
The basic net asset value per Ordinary Share is based on net assets (including
current period revenue) of GBP9,648,000 (30 June 2008: GBP3,979,000, 31 December
2008: GBP3,196,000) and on 12,400,991 (30 June 2008: 4,100,806, 31 December
2008: 4,100,806) Ordinary Shares, being the number of Ordinary Shares in issue
at the end of the period.
6Reconciliation of net return/(deficit) before finance charges and taxation to
net cash (outflow)/inflow from operating activities
+-------------------------+---------+---------+----------+
| | Six | Six | Year |
| | months | months | to |
| | to | to | |
| | | | |
+-------------------------+---------+---------+----------+
| | 30 | 30 | 31 |
| | June | June | December |
| | 2009 | 2008 | 2008 |
+-------------------------+---------+---------+----------+
| | GBP'000 | GBP'000 | GBP'000 |
| | | | |
+-------------------------+---------+---------+----------+
| | | | |
+-------------------------+---------+---------+----------+
| Net | 105 | (246) | (2,332) |
| return/(deficit) before | | | |
| finance charges and | | | |
| taxation | | | |
+-------------------------+---------+---------+----------+
| Net | (5) | 316 | 2,572 |
| capital | | | |
| (return)/deficit | | | |
+-------------------------+---------+---------+----------+
| Increase | (4) | (15) | (3) |
| in | | | |
| prepayments | | | |
| and accrued | | | |
| income | | | |
+-------------------------+---------+---------+----------+
| (Decrease)/increase | (66) | 80 | 122 |
| in creditors | | | |
+-------------------------+---------+---------+----------+
| Investment | (73) | (102) | (128) |
| management | | | |
| fee | | | |
| charged to | | | |
| capital | | | |
+-------------------------+---------+---------+----------+
| Income | (55) | (33) | (96) |
| reinvested | | | |
+-------------------------+---------+---------+----------+
| Taxation | (1) | (3) | (5) |
+-------------------------+---------+---------+----------+
| Net | (99) | (3) | 130 |
| cash | | | |
| (outflow)/inflow from | | | |
| operating activities | | | |
+-------------------------+---------+---------+----------+
7Related party transactions
The Company's investments are managed by Calculus Capital Limited and Neptune
Investment Management Limited. John Glencross, a Director of the Company has an
interest in Calculus Capital Limited. The amounts paid to the Managers are
disclosed below:
+---------------+---------+---------+---------------+
| | Six | Six | Year |
| | months | months | to |
| | to | to | |
+---------------+---------+---------+---------------+
| | 30 | 30 | 31 |
| | June | June | December 2008 |
| | 2009 | 2008 | |
+---------------+---------+---------+---------------+
| | GBP'000 | GBP'000 | GBP'000 |
| | | | |
+---------------+---------+---------+---------------+
| | | | |
+---------------+---------+---------+---------------+
| Investment | 97 | 116 | 210 |
| management | | | |
| fee | | | |
+---------------+---------+---------+---------------+
| Irrecoverable | - | 20 | 30 |
| VAT | | | |
+---------------+---------+---------+---------------+
| VAT | - | - | (69) |
| recovered* | | | |
+---------------+---------+---------+---------------+
| | 97 | 136 | 171 |
+---------------+---------+---------+---------------+
* The current position regarding VAT reclaim is set out in the Chairman's
Statement.
In the six months to 30 June 2009, Calculus Capital Limited received an
arrangement fee of GBP3,900 as a result of the Company's investment in Heritage
House Media Limited. No such fees were received in the year to December 2008.
8 C Share Restatement
As a result of the change in accounting policy in the year to 31 December 2008
relating to the classification of the C Shares as debt not equity, the
comparative figures for the six months to 30 June 2008 have been restated.
Reconciliations between the previously reported total figures and the restated
figures are set out below.
+-------------------+----------+-----------+----------+
| UNAUDITED | Six months to |
| INCOME | |
| STATEMENT | |
+-------------------+---------------------------------+
| | 30 June 2008 |
+-------------------+---------------------------------+
| Total | Previous | C | Restated |
| | | Share | |
+-------------------+----------+-----------+----------+
| | | Liability | |
+-------------------+----------+-----------+----------+
| | Total | Total | Total |
+-------------------+----------+-----------+----------+
| | GBP'000 | GBP'000 | GBP'000 |
+-------------------+----------+-----------+----------+
| Losses | (214) | - | (214) |
| on | | | |
| investments | | | |
| at fair | | | |
| value | | | |
+-------------------+----------+-----------+----------+
| Investment | 192 | - | 192 |
| Income | | | |
+-------------------+----------+-----------+----------+
| Other | 10 | - | 10 |
| income | | | |
+-------------------+----------+-----------+----------+
| Investment | (136) | - | (136) |
| management | | | |
| fee | | | |
+-------------------+----------+-----------+----------+
| Operating | (98) | - | (98) |
| expenses | | | |
+-------------------+----------+-----------+----------+
| Deficit | (246) | - | (246) |
| on | | | |
| ordinary | | | |
| activities before | | | |
| finance charges | | | |
| and taxation | | | |
+-------------------+----------+-----------+----------+
| Finance | - | 216 | 216 |
| charges | | | |
+-------------------+----------+-----------+----------+
| Taxation | (3) | - | (3) |
| on | | | |
| ordinary | | | |
| activities | | | |
+-------------------+----------+-----------+----------+
| Deficit | (249) | 216 | (33) |
| attributable | | | |
| to Ordinary | | | |
| shareholders | | | |
+-------------------+----------+-----------+----------+
8 C Share Restatement (continued)
UNAUDITED BALANCE SHEET
+----------------------+----------+-----------+----------+
| | As at |
+----------------------+---------------------------------+
| | 30 June 2008 |
+----------------------+---------------------------------+
| | Previous | C | Restated |
| | | Share | |
+----------------------+----------+-----------+----------+
| | | liability | |
+----------------------+----------+-----------+----------+
| | GBP'000 | GBP'000 | GBP'000 |
+----------------------+----------+-----------+----------+
| Fixed | | | |
| Assets | | | |
+----------------------+----------+-----------+----------+
| Investments | 11,199 | - | 11,199 |
| at fair | | | |
| value | | | |
| through | | | |
| profit or | | | |
| loss | | | |
+----------------------+----------+-----------+----------+
| | | | |
+----------------------+----------+-----------+----------+
| Current | | | |
| Assets | | | |
+----------------------+----------+-----------+----------+
| Debtors | 290 | - | 290 |
+----------------------+----------+-----------+----------+
| Cash | 545 | - | 545 |
| at | | | |
| bank | | | |
+----------------------+----------+-----------+----------+
| | 835 | - | 835 |
+----------------------+----------+-----------+----------+
| Creditors: | | | |
| amounts | | | |
| falling | | | |
| due within | | | |
| one year | | | |
+----------------------+----------+-----------+----------+
| Creditors | (150) | - | (150) |
+----------------------+----------+-----------+----------+
| Liability | - | (7,905) | (7,905) |
| to the C | | | |
| Share | | | |
| Fund | | | |
+----------------------+----------+-----------+----------+
| | (150) | (7,905) | (8,055) |
+----------------------+----------+-----------+----------+
| Net | 685 | (7,905) | (7,220) |
| Current | | | |
| Assets/(Liabilities) | | | |
+----------------------+----------+-----------+----------+
| Net | 11,884 | (7,905) | 3,979 |
| Assets | | | |
+----------------------+----------+-----------+----------+
| | | | |
+----------------------+----------+-----------+----------+
| Represented | | | |
| by: | | | |
+----------------------+----------+-----------+----------+
| CALLED | | | |
| UP | | | |
| SHARE | | | |
| CAPITAL | | | |
| AND | | | |
| RESERVES | | | |
+----------------------+----------+-----------+----------+
| Share | 1,288 | (878) | 410 |
| capital | | | |
+----------------------+----------+-----------+----------+
| Share | 583 | (302) | 281 |
| premium | | | |
+----------------------+----------+-----------+----------+
| Special | 10,284 | (7,097) | 3,187 |
| reserve | | | |
+----------------------+----------+-----------+----------+
| Capital | (509) | 360 | (149) |
| reserve | | | |
| - | | | |
| investment | | | |
| holding | | | |
| loss | | | |
+----------------------+----------+-----------+----------+
| Capital | 63 | 135 | 198 |
| reserve | | | |
| - other | | | |
+----------------------+----------+-----------+----------+
| Revenue | 175 | (123) | 52 |
| reserve | | | |
+----------------------+----------+-----------+----------+
| Total | 11,884 | (7,905) | 3,979 |
| Ordinary | | | |
| shareholders' | | | |
| funds | | | |
+----------------------+----------+-----------+----------+
| | | | |
+----------------------+----------+-----------+----------+
Statement of Directors' Responsibilities
The half-yearly financial report, which has not been audited or reviewed by
auditors pursuant to the Auditing Practices Board Guidance on Review of
Half-Yearly Financial Information is the responsibility of, and has been
approved by, the Directors. The Directors confirm that to the best of their
knowledge the half-yearly financial report, which has been prepared in
accordance with the Disclosure and Transparency rules and in accordance with
applicable accounting standards including the statement 'Half-yearly financial
reports' issued by the UK Accounting Standards Board, gives a true and fair view
of the assets, liabilities, financial position and the deficit of the Company as
at 30 June 2009.
The Directors confirm that the Chairman's Statement, the Investment Managers'
Reviews, and note 7, include a fair review of the information required by DTR
4.2.7R, being an indication of important events that have occurred during the
first six months of the financial year and their impact on the condensed set of
financial statements and a description of the principal risks and uncertainties
for the remaining six months of the financial year, and 4.2.8R of the Disclosure
and Transparency Rules.
The Directors of Neptune-Calculus Income and Growth VCT plc are:
Philip Stephens
John Glencross
David Kempton
David McEuen
By order of the Board
Philip Stephens
Chairman
18 August 2009
The half yearly report will shortly be posted to shareholders. Copies of the
report will also be available from the company's registered office at 104 Park
Street, London, W1K 6NF.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR EAAPPFDLNEFE
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