Half-yearly report
Octopus Protected VCT plc
Interim Results
24 September 2008
Octopus Protected VCT plc (the "Company"), managed by Octopus
Investments Limited, today announces the Half-Yearly results for the
six months ended 31 July 2008.
These results were approved by the Board of Directors on 24 September
2008.
You may view the Half-Yearly Report in full at
www.octopusinvestments.com and navigating to the VCT Annual and
Interim Reports under the 'Learn More' section.
About Octopus Protected VCT plc
Octopus Protected VCT plc ("Company" or "Fund") is a venture capital
trust ("VCT") and is managed by Octopus Investments Limited
("Octopus").
The Fund was launched in July 2006 and raised over £27.1 million
(£25.9 million net of expenses) through an offer for subscription by
the time it closed on 5 April 2007. The objective of the Fund is to
invest in a diversified portfolio of UK smaller companies in order to
generate income and capital growth over the long-term.
Financial Highlights
Six months to Six months to Year to
Ordinary shares 31 July 2008 31 July 2007 31 January 2008
Net assets (£'000s) 25,754 25,983 26,114
Net revenue return after
tax (£'000s) 393 175 498
Net total return after
tax (£'000s) 50 158 337
Net asset value per share 94.2p 94.9p 95.5p
Dividend per share - paid
and proposed since launch 3.0p 0.0p 1.5p
Chairman's Statement
I am pleased to present the interim results for the six months to 31
July 2008.
Results Review
In the six months to 31 July 2008, the total return on the Fund
increased slightly. Per share, (NAV plus dividends paid) it rose
from 95.5p to 95.7p. Your Board has declared a dividend of 1.5p per
share. This will be paid on 31 October to shareholders who are on the
register on 3 October 2008.
Investment Portfolio
During the period the Fund made one new investment into Hydrobolt
Limited. All companies into which significant investments have been
made are trading profitably. As there are no major changes in their
circumstances since investment date, they will be held at cost
throughout the first year of investment. While the Manager seeks
further qualifying investments, Goldman Sachs International, the
Fund's cash manager, has invested the Fund's proceeds in a range of
cash-based securities. Further information on the portfolio holdings
is available in the Investment Manager's review.
VCT Status
A key requirement is for 70% of the portfolio to be invested in
qualifying investments by the end of the third accounting period
following that in which new share capital was subscribed. As at 31
July 2008, over 14.4% of the portfolio (according to HM Revenue &
Customs rules and regulations) was invested in VCT qualifying
investments, in line with our expectations at this early stage of the
Fund's life. In light of the current deal flow, the Board is
confident of achieving the required investment level.
Share Price
The Company's mid market share price currently stands at 70.0p
compared to the NAV of 94.2p. Octopus is working towards developing
strategies to increase liquidity in the market by stimulating trade
in VCT shares in the secondary market.
Outlook
While activity in the overall investment market has reduced, Octopus
Protected VCT has seen increased demand for its funds and services.
However in the period under review we saw few opportunities that we
felt were sufficiently low risk to merit investment. Going forward,
we are confident of making further low risk investments within the
next six months. During recent upheavals, the value of the Fund has
been maintained and it is now well positioned for the future.
Amidst economic turmoil, Octopus continues expanding its customer
base and revenue, plus gaining industry recognition. Its success
reflects a unique approach and pioneering management, with a dual
focus on delivering excellent service as well as returns. As a fellow
investor, I look forward to the progress of the Octopus Protected
VCT.
Tony Morgan
Chairman
24 September 2008
Investment Manager's Review
Personal Service
At Octopus, we pride ourselves not only on our team's track record
but also on our personalised customer service. We believe in open
communication and our regular updates are designed to keep you
involved and informed.
If you have any questions about this review, or if it would help to
speak to one of the fund managers, please do not hesitate to contact
us on 0800 316 2347.
Review of Investments
As mentioned in the Chairman's Statement, one new investment,
totalling £606,264, was made during the period into Hydrobolt
Limited. Whilst Octopus seeks suitable qualifying investments, the
remaining proceeds raised have been managed by our cash managers,
Goldman Sachs International, and invested in a range of cash-based
securities.
Investment Portfolio
During the period, the Fund made one new investment. The details of
all the investments in the portfolio are set-out below.
British Country Inns 3 plc
British Country Inns was launched as an EIS, qualifying company in
April 2006 in order to buy traditional, food-led freehold and long
leasehold pubs in the South of England. Rather than initiate a
second round of fundraising, which would have entailed a very early
valuation of the estate at the time and a tight cap on the size of
the issue, management opted to raise additional funds through a
separate company, British Country Inns 2. This company maintained a
geographical focus in the South and South West of England. A third
company, British Country Inns 3 in which Octopus Protected is an
investor, was formed to invest in pubs in the West Midlands.
Investment date: April 2007
Cost: £100,000 (ordinary
shares)
Valuation: £100,000
Valuation basis: Cost
Equity held: 1.3% (1.3% held by all funds
managed by Octopus)
Last audited accounts: January 2008
Loss before interest & tax: £(0.05) million
Net assets: £7.2 million
Funeral Services Partnership Limited
Funeral Services Partnership is an independent funeral services group
made up of funeral parlours and their associated services. It
currently owns 14 funeral parlours and a stonemasons and is
continuing to grow via acquisition.
Investment date: October 2007
Cost: £1,000,000
(ordinary shares and loan notes)
Valuation: £1,000,000
Valuation basis: Cost
Equity held: 2.3% 'B shares' (6.8% 'B
shares' held by all funds managed by Octopus)
Last audited accounts: N/A
BDA International Limited
BDA provides promotion and design services to broadcasters and
advertisers worldwide and also creates brand films and internal
communications for leading UK corporations, including Hallmark,
Barclays, Discovery and Sony. The company operates from offices in
London, Munich, Dubai, Singapore and Sydney. Revenues have grown
against prior year and the management team has been strengthened by
the appointment of a new Chairman, introduced by Octopus. The
company has recently made a small acquisition of Jago Design Limited.
Jago has a strong international reputation for set design,
particularly in news sets and there is the potential for cross
marketing BDA/Jago services to the respective broadcaster client
basis.
Investment date: December 2007
Cost: £1,000,000
(ordinary shares and loan notes)
Valuation: £1,000,000
Valuation basis: Cost
Equity held: 1.7% 'A shares' (33.3% 'A
shares' held by all funds managed by Octopus)
Last audited accounts: June 2007
Profit before interest & tax: £1.1 million
Net assets: £2.8 million
Tristar Worldwide Limited
Tristar is one of the world's leading chauffeur companies, carrying
over 400,000 passengers for 400 clients in 2007 alone. The business
operates in 44 countries with its own vehicles in the UK and a
rapidly expanding service in the US. It has a blue chip customer base
which includes Virgin, Emirates, BP, Shell and Unilever. In the year
to May 2008, the business achieved EBITA before deal costs of £2.2m,
36% up on prior year.
Investment date: January 2008
Cost: £1,000,000
(ordinary shares and loan notes)
Valuation: £1,000,000
Valuation basis: Cost
Equity held: 2.5% 'A shares' (35.0% 'A
shares' held by all funds managed by Octopus)
Last audited accounts: May 2007
Profit before interest & tax: £1.7 million
Net assets: £3.4 million
Hydrobolt Limited
The Group manufactures and distributes specialty fasteners for use in
hostile environments such as oil & gas exploration and production as
well as power. The Group, founded in 1991, currently comprises two
companies - Hydrobolt Limited, which manufactures custom-made bolts
to order and Studbolt Manufacturing Limited, founded in 2003, which
stocks and distributes standard-sized petrochemical grade fasteners.
Investment date: April 2008
Cost: £606,264
(ordinary shares and loan notes)
Valuation: £606,264
Valuation basis: Cost
Equity held: 2.8% 'A shares' (48.1% 'A
shares' held by all funds managed by Octopus)
Last audited accounts: N/A
Recent Transactions
Since the end of the period under review, no further investments have
been made.
Simon Rogerson
Chief Executive
Directors' Responsibilities
The half-yearly financial report 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 has been
prepared in accordance with the Disclosure and Transparency rules and
in accordance with applicable accounting standards, and includes a
fair review of the information required by DTR 4.2.7R of the
Disclosure and Transparency rules, 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.
Principal Risks and Uncertainties
The Company's assets consist of equity and fixed interest
investments, cash and liquid resources. Its principal risks are
therefore market risk, credit risk and liquidity risk. Other risks
faced by the Company include economic, loss of approval as a Venture
Capital Trust, investment and strategic, regulatory, reputational,
operational and financial risks. These risks, and the way in which
they are managed, are described in more detail in the Company's
Annual Report and Accounts for the year ended 31 January 2008. The
Company's principal risks and uncertainties have not changed
materially since the date of that report.
Related Party Transactions
Octopus Investments Limited acts as the investment manager of the
Company. Octopus also provides the provision of secretarial and
administrative services to the Company. Under the management
agreement, Octopus receives a fee of 2.0 per cent per annum of the
net assets of the Company for the investment management services.
This is described in more detail under Note 17 in the Annual Report
and Accounts for the year ended 31 January 2008. During the period,
the Company incurred management fees of £306,000, including VAT at
the applicable rate, payable to Octopus. At the period end there was
£nil outstanding to Octopus.
Profit and Loss Account
Six months to 31 July Six months to 31 July Year to 31 January
2008 2007 2008
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Gain on
disposal of
investments of
current asset
investments - 1 1 - 49 49 - 99 99
(Loss)/gain on
valuation of
current asset
investments - (115) (115) - 90 90 - 124 124
Income 600 - 600 375 - 375 988 - 988
Investment
management fees (77) (229) (306) (52) (156) (208) (128) (384) (512)
Other expenses (130) - (130) (148) - (148) (362) - (362)
Profit/(loss)
on ordinary
activities
before tax 393 (343) 50 175 (17) 158 498 (161) 337
Taxation on
profit on
ordinary
activities - - - - - - - - -
Profit/(loss)
on ordinary
activities
after tax 393 (343) 50 175 (17) 158 498 (161) 337
Earnings/(loss)
per share -
basic and
diluted 1.4p (1.2)p 0.2p 0.8p (0.1)p 0.7p 2.1p (0.7)p 1.4p
* the 'Total' column of this statement is the profit
and loss account of the Company; the supplementary revenue return
and capital return columns have been prepared under guidance
published by the Association of Investment Companies
* all revenue and capital items in the above statement
derive from continuing operations
* the accompanying notes are an integral part of the
financial statements
* the company has only one class of business and
derives its income from investments made in shares and securities
and from bank and money market funds
The Company has no recognised gains or losses other than the results
for the period as set out above.
Reconciliation of Movements in Shareholders' Funds
Six months Six months
ended 31 July ended 31 July Year to 31
2008 2007 January 2008
£'000 £'000 £'000
Shareholders' funds at start
of period 26,114 6,417 6,417
Profit for the period 50 158 337
Net proceeds of share issue - 19,408 19,407
Cancellation of own shares - - (47)
Dividends paid (410) - -
Shareholders' funds at end
of period 25,754 25,983 26,114
Balance Sheet
As at 31 July As at 31 July As at 31
2008 2007 January 2008
£'000 £'000 £'000 £'000 £'000 £'000
Fixed asset investments 3,706 100 3,100
Current assets:
Investments - money market
securities 21,692 25,411 22,904
Debtors 280 523 252
Cash at bank 112 7 16
22,084 25,941 23,172
Creditors: amounts falling
due within one year (36) (58) (158)
Net current assets 22,048 25,883 23,014
Net assets 25,754 25,983 26,114
Called up equity share
capital 2,734 2,739 2,734
Share premium account - 23,140 -
Special distributable
reserve 23,092 - 23,092
Capital redemption reserve 5 - 5
Capital reserve - realised (556) (147) (325)
Capital reserve -
unrealised 12 90 124
Revenue Reserve 467 161 484
Total equity shareholders'
funds 25,754 25,983 26,114
Net asset value per share 94.2p 94.9p 95.5p
Cash Flow Statement
Six months
to
31 July Six months to Year to 31
2008 31 July 2007 January 2008
£'000 £'000 £'000
Net cash inflow/(outflow) from
operating activities 243 (914) (218)
Financial investment :
Purchase of investments (606) (100) (3,100)
Management of liquid resources
:
Net sale/(purchase) of money
market securities 1,098 (18,934) (16,344)
Dividends paid (410) - -
Financing :
Issue of own shares - 20,375 20,374
Share issue expenses - (967) (967)
Capitalised management fees (229) (156) (384)
Repurchase of own shares - - (48)
Increase/(decrease) in cash
resources 96 (696) (687)
Reconciliation of Net Cash Flow to Movement in Liquid Resources
Six months
Six months to to 31 July Year to 31
31 July 2008 2007 January 2008
£'000 £'000 £'000
Increase/(decrease) in cash
resources 96 (696) (687)
(Decrease)/increase in liquid
resources (1,212) 19,074 16,567
Opening net cash resources 22,920 7,040 7,040
Net cash at 31 July/31 January 21,804 25,418 22,920
Reconciliation of Operating Profit before Taxation to Cash Flow from
Operating Activities
Six months to Six months to Year to 31
31 July 2008 31 July 2007 January 2008
£'000 £'000 £'000
Profit on ordinary
activities before tax 50 158 337
Capitalisation of
management fees 229 156 384
Increase in debtors (28) (520) (249)
Decrease in creditors (122) (568) (467)
Gain on realisation of
investments (1) (50) (99)
Loss/(gain) on valuation
of investments 115 (90) (124)
Inflow/(outflow) from
operating activities 243 (914) (218)
Notes to the Interim Financial Statements
1. Basis of preparation
The unaudited interim results which cover the six months to 31 July
2008 have been prepared in accordance with applicable accounting
standards in the United Kingdom, to include a Profit and Loss
Account, Reconciliation of Movements in Shareholders' Funds, Balance
Sheet and Cash Flow Statement.
2. Publication of non-statutory accounts
The unaudited interim results for the six months ended 31 July 2008
do not constitute statutory accounts within the meaning of Section
240 of the Companies Act 1985 and have not been delivered to the
Registrar of Companies. The comparative figures for the year ended
31 January 2008 have been extracted from the audited financial
statements for that year, which have been delivered to the Registrar
of Companies. The independent auditor's report on those financial
statements under Section 235 of the Companies Act 1985 was
unqualified. This half-yearly report has not been reviewed by the
Company's auditor.
3. Earnings per share
The total earnings per share at 31 July 2008 is based on a profit
from ordinary activities after tax of £50,000 and on 27,336,344
shares (31 January 2008: £337,000 and 24,375,078 shares and 31 July
2007: £158,000 and 21,331,195 shares), being the weighted average
number of shares in issue during the period.
There are no potentially dilutive capital instruments in issue and,
therefore, no diluted return per share figures are relevant.
4. Net asset value per share
The calculation of net asset value per share is based on the net
assets at 31 July 2008 and on 27,336,344 shares being the number of
shares in issue at the same date (31 January 2008: 27,336,344 and 31
July 2007: 27,386,926).
5. Dividends
The interim dividend of 1.5 pence per share for the six months ending
31 July 2008 will be paid on 31 October 2008 to shareholders on
register at the close of business on 3 October 2008. A final
dividend of 1.5 pence per share, relating to the year ended 31
January 2008, was paid on 25 June 2008 to shareholders on the
register on 30 May 2008.
6. During the six months ended 31 July 2008 there were no
share issues and no buy-backs.
7. Copies of this statement are being sent to all
shareholders. Copies are also available from the registered office of
the Company at 8 Angel Court, London, EC2R 7HP, and will also be
available to view on the Investment Manager's website at
www.octopusinvestments.com.
ENDS.
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