TIDMBRWV
RNS Number : 3811G
Bedford Row VCT PLC
28 June 2012
FOR IMMEDIATE RELEASE 28 June 2012
Bedford Row VCT plc
Audited Results Announcement
for the year ended 29 February 2012 and Notice of AGM
The directors of Bedford Row VCT plc are pleased to announce
their audited results for the year ended 29 February 2012.
Copies of the full Report and Accounts and the Notice of the AGM
will be dispatched to the Shareholders.
Bedford Row VCT plc
Chairman's Statement
Overview
As our Manager has noted the portfolio continues to be
overwhelmingly dominated by three companies which collectively
accounted for 99.75% of the Company's net asset valuation at the
year end.
The Manager has commented in detail on each of these and I shall
only add a few words:
1. Snacktime plc, is quoted on AIM and, although its underlying
trading performance continues to be good, its share price continues
to underperform due to its small capitalisation. We continue to
look to the major investor to find ways to resolve this
problem.
2. M2FX plc is seeing the benefits of changes made in 2011 in
its management team and we are hopeful that growth will start to
accelerate. Its large venture capital investor is very supportive
and is looking to the team to build a big and valuable company
whilst acknowledging this will take time.
3. Rainbow Rewards Holdings Ltd continues to progress, albeit
more slowly than hoped. Significant partnerships have recently been
signed with credit card issuers, the structure of the board is
being changed and large shareholders believe the company is poised
for a major step forward.
I am pleased to remind you once again that none of these three
companies has any connection with our former manager.
On the administrative front, we continue to implement the cost
savings previously reported. Investment management, directors' and
administrator's fees are being accrued no such fees have been paid
since 30th September 2009. However, the fixed costs continue to be
a heavy burden and we cannot avoid UKLA, FSA, auditor's and
stockbroker's fees whilst qualifying as a VCT.
As a result of a strategic review, the Board has decided to try
and continue the Company in its current form to protect all
shareholders' VCT tax reliefs. After 30 June 2013, we intend to
cease the Company's listing, subject to shareholder approval, and
thus lose most of the fixed costs without any impact on upfront VCT
reliefs.
Regrettably, the only way to cover the fixed costs as the
Company goes forward involved raising money by selling some shares.
Since the year end we have sold 198,250 shares in Rainbow Rewards
to raise GBP50,000.
The outcome of all these changes has been a reduction in the
Company's NAV to 8.30p per share.
The Company continues to be more than 70% invested in qualifying
stocks and has met the other qualifying tests set by HMRC.
Risk and uncertainties
Under the Disclosure and Transparency Directive, the Board is
required to report on principal risks and uncertainties facing the
Company for the forthcoming financial year.
The Board believes the key risks facing the Company during the
current financial period are as follows:
i. Investment risk associated with investing in small and immature businesses;
ii. Investment risk arising from volatile stock market
conditions and their potential effect on investment valuation;
and
iii. Failure to maintain approval as a VCT.
In the case of (i) the Board is satisfied with the Company's
approach. It follows a rigorous process in vetting and careful
structuring of new investments followed by close monitoring of the
business. We are pleased that each of the three important
investments is making solid progress.
In respect of (ii), the Company's ability to hold a diversified
portfolio is very restricted due to its tight cash position and the
illiquidity of its current investments.
As for (iii), the Company's compliance with the VCT regulations
is continually monitored by the Company Secretary, who reports
regularly to the Board. The Company also retains James Cowper LLP,
Chartered Accountants, to provide regular reviews and advice in
this area. The Board considers that this approach reduces the risk
of a breach of the VCT regulations to a minimal level.
Outlook
The Company's future remains unpredictable and depends entirely
on three investments, each of which has promise but no immediate
prospect of exit. Changes in their valuation are outside the
control of the Manager and the Board.
I noted above that the Board has sold some shares to raise money
to allow us to continue as a VCT until the minimum period for
complying with VCT rules has been achieved by all shareholders. Our
current intention is then to cease the Company's listing and avoid
almost all fixed costs whilst we wait for exit opportunities for
the remaining investments
Despite the Company's difficulties, caused by its dependence on
small young companies and the inadequacy of its former manager,
your Board is remains committed to finding the best solution for
shareholders. The three remaining companies have promise and the
Board will work closely with the Manager to realise value from
these when the time is right.
R L Hargreaves
Chairman
27 June 2012
Bedford Row VCT plc
Investment Manager's Report for the year ended 29 February
2012
Introduction
Elderstreet Investments Limited presents the Investment
Manager's Report for the year ended 29 February 2012 for Bedford
Row VCT plc.
Activity
Elderstreet has now been Investment Manager since December 2008.
All but one of the investments in the portfolio companies,
Snacktime plc, were made by the previous managers. Three companies
now remain with upside potential. These are M2FX plc, Rainbow
Rewards Holdings Limited, and Snacktime plc. All three of these
companies continue to make progress and more detailed commentary on
these businesses are made below. These three businesses represent
99.75 % of the current asset value at the year end.
The remaining three portfolio companies, Match Me Now Limited,
(previously Dateline Holdings plc), The Weather Lottery plc, and
Vicorp Group plc have a combined value of GBP266 only at the year
end and, while continuing to trade, are de-minimis. We have
therefore not commented on these businesses.
M2FX plc Cost GBP258,295 Valuation GBP194,728
Miniflex designs and manufactures patented plastic tubing that
protects optical fibre from damage. Its core product is the Optical
Fibre Protection Tube ("OFPT") which is sold to the telecoms,
aerospace and automotive industries. Unlike normal smooth plastic
tubing, OFPT has a higher resistance to kinking when bent. The
focus of sales is to America where a number of contracts have been
signed with telco distributors. In 2010 the company attracted third
party capital from a wealthy family office who have an option to
invest up to GBP5 million in future rounds. Management accounts for
the year ending December 2011 show an increase in turnover of 35%
year on year albeit the company remains loss making.
Rainbow Rewards Holdings Limited Cost GBP166,447 Valuation
GBP182,875
Rainbow Rewards Holdings Limited is a provider of cash rewards
to credit card holders for loyalty to merchants who are members of
the system. The key to the reward system is that once a credit card
is registered discounts will automatically be credited to the user.
A portion of the discount which the merchant gives goes into local
advertising and promotion of Rainbow Rewards merchants and the user
receives his discounts by way of cash transfers directly into their
bank account. The current focus of operations is in America,
however the product is applicable globally. The key to success is
the signing of blocks of cards from credit and debit card issuers.
The company continues to make good progress signing agreements with
card suppliers. In time this should feed through into the revenue
numbers. However the company currently remains loss making, and is
funded by ongoing share issues. The company is still in discussions
to IPO on a global stock exchange. Post the year end the Board sold
some of the shares to pay a proportion of the unavoidable fixed
costs of the VCT.
Snacktime plc (AIM quoted) Cost GBP175,236 Valuation
GBP48,865
Snacktime plc is one of the UK's largest operators of snack and
chilled drink vending machines. The Group has many thousands of
sites located throughout UK mainland and both Northern and the
Republic of Ireland, which are serviced by its five main depots
located in Cumbernauld (near Glasgow), Manchester, Alcester,
Wokingham, and Belfast. Each main depot is responsible through a
team of area managers, merchandisers and engineers for installing,
maintaining and restocking all of the Group's vending machines. The
company floated on AIM in December 2008 at GBP1.44p per share.
During 2010 the company acquired another competitor, Vendia UK
group doubled the size of the business. However the share price has
been affected by a negative trading statement made on 29 Feb 2012
as follows:
The Company had a very promising sales order book in the autumn
and therefore expected a strong second half of the year in both
machine sales and resultant coinage revenue through machines.
Unfortunately, it has proved difficult to convert these expected
orders into firm contracts. As a result, both machine sales and
coinage revenue from resultant throughputs for the year ending 31
March 2012 are expected to be below market expectations. These
adverse effects are primarily felt within the Company's VMI vending
division. The impact of these two factors on the Company's profit,
combined with some unplanned rises in costs in the Company's Snack
in the Box franchise division, will result in the Company's results
for the year ending 31 March 2012 being materially below market
expectations.
The integration of the Vendia businesses acquired in October
2010 is now complete, resulting in the total workforce being
reduced by 136, including the rationalisation of warehouses,
finance functions, installation, refurbishment centres and middle
and senior management. In a May 2012 update the CEO commented
'Despite the UK economy being in recession and trading conditions
within the vending industry being at their most difficult within
living memory, SnackTime is confident about its prospects for FY
2013. The Company has rationalised approximately 35% of the
workforce following its acquisition of Vendia in 2010, regrettably
most of the GBP2.5 million in salary savings arising from this and
other efficiency initiatives have been offset by high input
inflation and VAT rises over the last 18 months. SnackTime is well
placed to weather the current economic conditions and to emerge
from the recession in a stronger competitive position.'
William Horlick
Elderstreet Investments Limited
27 June 2012
Bedford Row VCT plc
Statement of Directors' Responsibilities
Statement of Directors' Responsibilities in respect of the
Annual Report and the Financial Statements
Company law in the United Kingdom requires the Directors to
prepare financial statements for each financial year which give a
true and fair view of the state of affairs of the Company and of
the profit or loss for that period. In preparing those financial
statements, the Directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and estimates that are reasonable and prudent;
-- state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements.
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company will
continue in business.
The Directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time the
financial position of the Company and to enable them to ensure that
the financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a directors' report, directors'
remuneration report and corporate governance statement that comply
with that law and those regulations.
Responsibility statement of the Directors in respect of the
annual financial report
We confirm that to the best of our knowledge:
-- the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company; and
-- the Directors' Report includes a fair review of the
development and performance of the business and position of the
issuer together with a description of the principal risks and
uncertainties they face.
Approved by the Board on 27 June 2012
and signed on behalf of the Board by
Graham K Urquhart
Company Secretary
Bedford Row VCT plc
Profit & Loss Account for the year ended 29 February
2012
Year ended Year Ended
29-Feb-12 28-Feb-11
GBP000 GBP000
Realised losses on fair value of investments (2) (71)
Unrealised losses on fair value of investments (94) (79)
Other income - 1
Investment Manager fees (45) (45)
Other expenses (62) (68)
Loss on ordinary activities before tax (203) (262)
Tax charge on ordinary activities - -
Loss on ordinary activities after tax (203) (262)
Return per share (7.74p) (10.03p)
Historic Profit/(Loss) Note
Loss for the year (203) (262)
Unrealised loss/(gain) on fair value of investments 94 79
Realisation of prior year's unrealised (losses)/gains (96) (700)
Historical cost (loss)/profit before tax (205) (883)
Tax charge on ordinary activities - -
Historical cost (loss)/profit after tax (205) (883)
There were no other recognised gains or losses other than the
results for the year as disclosed above. Accordingly a statement of
total recognised gains and losses is not required.
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.
Reconciliation of movements in shareholders' funds for the year
ended 29 February 2012
Year ended Year ended
29-Feb-12 28-Feb-11
GBP000 GBP000
Shareholders' funds at 1 March 2011 420 682
Total losses recognised in the period (203) (262)
Shareholders' funds at February 2012 217 420
The accompanying notes are an integral part of the financial
statements.
Bedford Row VCT plc
Balance Sheet as at 29 February 2012
29-Feb-12 28-Feb-11
GBP000 GBP000
Fixed asset investments 426 539
Current assets
Debtors 1 1
Cash and cash equivalents - 7
1 8
Current liabilities
Creditors (210) (127)
Net current assets (209) (119)
Net assets 217 420
Called up equity share capital 262 262
Capital redemption reserve 48 48
Special distributable reserve 1,492 1,492
Revaluation reserve (332) (334)
Revenue reserve (1,253) (1,048)
Total equity shareholders' funds 217 420
Net assets per share 8.30 p 16.04p
The financial statements were approved by the Board and
authorised for issue on 27 June 2012 and are signed on their behalf
by:
Richard Hargreaves
Director
The accompanying notes are an integral part of the financial
statements.
Bedford Row VCT plc
Cash flow statement for the year ended 29 February 2012
Year ended Year ended
29-Feb-12 28-Feb-11
GBP000 GBP000
Net cash inflow from operating activities
Return on ordinary activities before tax (203) (262)
Adjusted for:
Realised gains on investment disposals 2 71
Unrealised losses on investments 94 79
Decrease (increase) in debtors - -
(Decrease)/increase in creditors 83 85
Net cash generated from operating activities (24) (27)
Taxation
Corporation tax paid - -
Cash flows from investing activities
Purchase of investments (16) (35)
Sales proceeds of investments 33 66
Net cash generated from investing activities 17 31
Equity dividend - -
Cash flows from financing activities
Issue of own shares -
Share issue expenses -
Net cash generated from financing activities - -
Net (decrease)/increase in cash and cash
equivalents (7) 4
Reconciliation of net cash flow to movements
in cash and
cash equivalents
Net increase in cash and cash equivalents (7) 4
Cash and cash equivalents at 1 March 11 7 3
Cash and cash equivalents at 29 February
2012 - 7
The accompanying notes are an integral part of the financial
statements.
Bedford Row VCT plc
Notes to the financial statements for the year ended 29 February
2012
1. Principal accounting policies
Basis of accounting
The financial statements have been prepared under the historical
cost convention, modified to include the revaluation of
investments. The financial statements have been prepared in
accordance with applicable accounting standards and with the
Statement of Recommended Practice: Financial Statements of
Investment Trust companies and Venture Capital Trusts issued in
2009. The principal accounting policies of the Company are set out
below.
Investments
Investments are classified as at fair value through the profit
and loss account. Financial assets designated as at fair value
through profit and loss account are measured at subsequent
reporting dates at fair value. Investments in AIM-listed companies
are stated at bid prices discounted where necessary to reflect lack
of liquidity.
Unlisted investments are fair valued by the Directors in
accordance with the International Private Equity and Venture
Capital Valuation Guidelines. The Directors' policy in valuing
unlisted investments is as follows:
a) investments which have been made within the last twelve
months are valued at cost, except where a company's under
performance against plan indicates a diminution in the value of the
investment a provision against cost is made as appropriate in bands
of 25%.
b) where a company is in the early stage of development, it will
normally continue to be held at cost on the basis described
above.
c) where a company is well established and profitable the shares
may be valued by applying a suitable price earnings ratio to the
company's historic post tax earnings. The ratio used is based on a
comparable listed company or sector but discounted by 25-50% to
reflect marketability.
d) where a value is indicated by a material arms length
transaction by a third party in the shares of a company.
Where securities are designated upon initial recognition as fair
value through profit and loss, gains and losses arising from
changes in fair value are included in net profit or loss for the
period as a capital item. Transaction costs on acquisition are
included within the original recognition and the profit or loss on
disposal is calculated net of transaction costs of disposal.
Income
Investment income includes income tax withheld at source.
Dividend income is shown net of any related tax credit.
Dividends receivable are brought into account on the ex-dividend
date. Fixed returns on debt and money market securities are
recognised on a time apportionment basis so as to reflect the
effective yield, provided there is no reasonable doubt that payment
will be received in due course.
Expenses
All expenses are accounted for on an accruals basis. Expenses
are charged wholly to revenue with the exception of:
a) expenses incidental to the acquisition or disposal of an
investment, which are included within the cost of the investment or
deducted from the disposal proceeds as appropriate, and;
b) the investment management fee, which has been charged 25% to
the revenue account and 75% to the realised capital reserve to
reflect, in the Directors' opinion, the expected long term split of
returns in the form of income and capital gains respectively from
the investment portfolio.
Bedford Row VCT plc
Notes to the financial statements for the year ended 29 February
2012
1. Principal accounting policies(continued)
Foreign currency transactions
Foreign currency transactions are translated into sterling at
the rate ruling on the date of the transaction. In the case of
investment purchases these are subsequently shown at fair value,
which is calculated by converting the foreign currency fair value
to sterling at the exchange rate ruling on the balance sheet date.
The gain or loss is transferred to capital reserve as unrealised
gain or loss on investment unless the effect of the exchange rate
movement is considered material in which case it is shown as a
separate item.
Taxation
Corporation tax payable is provided on taxable profits at the
current rate. The tax effect of different items of income/gain and
expenditure/loss is allocated between capital and revenue on the
same basis as the particular item to which it relates, using the
Company's effective rate of tax for the accounting period.
Deferred tax is recognised, without discounting, in respect of
all timing differences between the treatment of certain items for
taxation and accounting purposes, which have arisen but not
reversed by the balance sheet date, except otherwise required by
FRS 19. Due to the Company's status as a Venture Capital Trust and
the intention to continue meeting the conditions required to obtain
approval in the foreseeable future, the Company has not provided
any deferred tax on any capital gains arising on the revaluation of
investments.
Revaluation reserve
The following unrealised gains and losses are included in
revaluation reserve:
a) increases and decreases in the valuation of investments held at the year end;
b) unrealised exchange differences of a capital nature;
c) unrealised gains and losses on transactions undertaken to
hedge an exposure of a capital nature.
Realised gains and losses are included in profit and loss
account and a transfer is made from revaluation reserve to profit
and loss account of unrealised gains and losses included in
revaluation reserve in previous years.
Earnings per share
Earnings per share is calculated by dividing the profits or
losses attributable to ordinary shareholders by the weighted
average number of shares in issue during the year.
2. Bank and Other Interest
2012 2011
GBP'000 GBP'000
Income from Gilts - 1
- 1
----------------------------- --------
Bedford Row VCT plc
Notes to the financial statements for the year ended 29 February
2012
3. Management fees
2012 2011
GBP000 GBP000
Investment management fee 45 45
Under the terms of an Investment Management Agreement dated 12
February 2009, Elderstreet is paid an annual fee of GBP45,000, paid
quarterly in advance from 1(st) December 2008 and is entitled to a
performance- related fee payable in the issue of new shares up to a
total of 5% of the enlarged issued share capital of the Company at
that time.
4. Other expenses
2012 2011
GBP000 GBP000
Auditors remuneration
Audit services 7 7
Other services supplied pursuant to legislation (1) 6
Directors' Remuneration 20 19
Other expenses 36 26
62 68
Information on directors' remuneration is given in the
directors' remuneration report on page 9. The directors consider
that the auditors were best placed to provide the non-audit
services detailed above. The Audit Committee reviews the nature and
extent of non-audit services to ensure that independence is
maintained. All figures include irrecoverable VAT, where
applicable. The Company is not registered for VAT.
5. Directors' Remuneration
2012 2011
GBP000 GBP000
R Hargreaves (Chairman) 8 7
K T Morley 6 6
R Wilson 6 6
20 19
None of the Directors received any other remuneration or benefit
during the year. The Company has no employees other than
non-executive Directors. The average number of non-executive
Directors in the period was 3.
Bedford Row VCT plc
Notes to the financial statements for the year ended 29 February
2012
6. Tax on ordinary activities
2012 2011
GBP000 GBP000
Return on ordinary activities before tax (203) (262)
Revenue return on ordinary activities multiplied
by
standard rate of corporation tax of 20% (41) (52)
Less tax on non-chargeable items - 15
Tax on losses carried forward for use in future
years 41 37
Tax charge shown in accounts - -
Due to the Company's status as a Venture Capital Trust and the
intention to continue meeting the conditions required to obtain
approval in the foreseeable future, the Company has not provided
any deferred tax on any capital gains arising onthe revaluation of
investments.
7. Return per share
The return per share is based on the loss from ordinary
activities after tax of GBP203,000 (2011: GBP262,000) and on
2,615,781 ordinary shares (2011: 2,615,781), 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.
8. Fixed asset investments
2012 2011
GBP000 GBP000
Quoted on AIM 49 147
Unquoted 377 376
Gilts - 16
426 539
Bedford Row VCT plc
Notes to the financial statements for the year ended 29 February
2012
8. Fixed asset investments (continued)
Movements during the period are summarised as follows:-
AIM Unquoted Gilts Total
GBP000 GBP000 GBP000 GBP000
Valuation at 1 March 2011 147 376 16 539
Purchases at cost - - 16 16
Expenses incurred in acquiring investments - - - -
Disposal proceeds - (1) (32) (33)
Expenses incurred in disposing of - - - -
investments
Realised gains/(losses) on disposals - (2) - (2)
Net increase/(decrease) in unrealised
appreciation (98) 4 - (94)
Valuation at 29 February 2012 49 377 - 426
Book cost at 29 February 2012 182 575 - 757
Unrealised appreciation/(loss) at
29 February 2012 (133) (198) - (331)
49 377 - 426
9. Debtors
2012 2011
GBP000 GBP000
Debtors - -
Prepayments and accrued income 1 1
1 1
10. Creditors
2012 2011
GBP000 GBP000
Trade Creditors - 22
Accrued Expenses 210 105
210 127
11. Share capital
2012 2011
GBP000 GBP000
Allotted and fully paid up
2,615,781 ordinary shares of 10p 262 262
The capital of the Company is managed in accordance with its
investment policy, in pursuit of its investment objective, both of
which are detailed in the Directors' Report.
Bedford Row VCT plc
Notes to the financial statements for the year ended 29 February
2012
11. Share capital (continued)
Substantial shareholder's interests
No. of % interest
ordinary
Gareth Clark 103,000 3.9
Dartington Nominees Limited 103,000 3.9
12. Reserves
Capital Redemption Special Distributable Revaluation Revenue
Reserve Reserve Reserve Reserve
GBP000 GBP000 GBP000 GBP000
Balance at 12 March 2010 48 1,492 (955) (165)
Return on activities after
tax - - (79) (183)
Transfer from revaluation
reserve on disposals - - 700 (700)
------------------- ---------------------- ------------ ---------
Balance at 28 February
2011 48 1,492 (334) (1,048)
Return on activities after
tax - - (94) (109)
Transfer from revaluation
reserve on disposals - - 96 (96)
------------------- ---------------------- ------------ ---------
Balance at 29 February 48 1,492 (332) (1,253)
------------------- ---------------------- ------------ ---------
13. Dividends
2012 2011
GBP'000 GBP'000
Dividends proposed after the
balance sheet date - -
Dividends declared in the year
but not yet paid - -
Dividends paid in year - -
- -
-------- --------
14. Net asset value per share
The calculation of net asset value per share as at 29 February
2012 is based on net assets of GBP217,000 (2011: GBP420,000)
divided by the 2,615,781 ordinary shares (2011: 2,615,781)in issue
at that date.
Bedford Row VCT plc
Notes to the financial statements for the year ended 29 February
2012
15. Financial instruments
The Company's financial instruments comprise securities and
other investments, cash balances and debtors and creditors that
arise directly from its operations.
The main risks the Company faces from its financial instruments
are market price risk, being the risk that the value of investment
holdings will fluctuate as a result of changes in market prices
caused by factors other than interest rates; interest rate risk;
foreign currency risk and liquidity risk.
Market price risk
The Company's investment portfolio is exposed to market price
fluctuations which are monitored by the Investment Manager in
pursuance of the investment objective. Further information on the
investment portfolio is set out in the Investment Manager's report,
which is not subject to audit.
- 35% (2010:30%) by value of the Company's net assets comprises
equity securities quoted on AIM or PLUS. A 5% increase in the bid
price of these securities as at 28 February would have increased
net assets and the total return for the year by GBP7,350 (2011:
GBP10,200); a corresponding fall would have reduced net assets and
the total return for the year by the same amount.
- 90% (2010:69%) by value of the company's net assets comprises
investments in unquoted companies held at fair value. The valuation
methods used by the company include the application of a
price/earnings ratio derived from listed companies with similar
characteristics, and consequently the value of the unquoted element
of the portfolio can be indirectly affected by price movements on
the London Stock Exchange. A 5% overall increase in the valuation
of the unquoted investments at 29 February 2012 would have
increased net assets and the total return for the year by GBP18,800
(2011: GBP23,450); an equivalent change in the opposite direction
would have reduced net assets and the total return for the year by
the same amount.
Interest rate risk
The interest rate risk profile of financial assets at the
balance sheet date was as follows:
2012 2011
----------- ---------- ------------- ---------- --------- -------------
Fixed Floating Non Interest Fixed Floating Non Interest
Interest rate Bearing Interest rate Bearing
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Quoted on AIM/PLUS - - 49 - - 147
Unquoted - - 377 - - 376
Gilts - - - 16 - -
Cash - - - - 7 -
----------- ---------- ------------- ---------- --------- -------------
- - 426 16 7 523
----------- ------------------------------- ------------- ---------- --------- -------------
The non-interest bearing assets represent the equity element of
the portfolio. The interest rate which determines the interest
received on cash balances is dependant on the base rate of the
banks with which the deposits are held.
Credit Risk
Credit risk is the risk that a counterparty to a financial
instrument will fail to discharge an obligation and commitment that
it has entered into with the company. The investment manager and
the board carry out a regular review of counterparty risk. The
carrying values of financial assets represent the maximum credit
risk exposure at the balance sheet date.
Bedford Row VCT plc
Notes to the financial statements for the year ended 29 February
2012
15. Financial instruments (continued)
Credit Risk (continued)
Credit risk relating to listed fixed-interest investments is
mitigated by investing in a portfolio in investments of high credit
quality, comprising securities issued by the UK Government,
European Union governments and major UK and international companies
and institutions. Credit risk relating to loans to and preference
shares in unquoted companies is considered to be part of market
risk.
The assets of the company which are traded on recognised stock
exchanges are held on the company's behalf by third party
custodians (Smith and Williamson Investment Management Limited in
the case of listed fixed-interest investments and Woodside
Secretaries Limited in the case of quoted and unquoted equity
securities). Bankruptcy or insolvency of a custodian could cause
the company's rights with respect to securities held by the
custodian to be delayed or limited.
Credit risk arising on transactions with brokers relates to
transactions in quoted securities awaiting settlement. Risk
relating to unsettled transactions is considered to be low due to
the short settlement period involved and the high credit quality of
the brokers used. The board further mitigates the risk by
monitoring the quality of service provided by the brokers.
The company's interest-bearing deposit accounts are maintained
with major UK clearing banks.
There were no significant concentrations of credit risk to
counterparties at 29 February 2012. No individual investment
exceeded 15% of the company's net assets at 29 February 2012 (2011:
nil).
Foreign currency risk
The Company's investment portfolio is exposed to foreign
currency exchange rate fluctuations which are monitored by the
Investment Manager in pursuance of the investment objective.
Further information on the investment portfolio is set out in the
Investment Manager's report, which is not subject to audit. At the
year end GBP179,317 (2010: GBP180,455) of the investment portfolio
is denominated in US$. The balance of the portfolio is denominated
in sterling.
Liquidity risk
Due to the nature, unquoted investments may not be readily
realisable and therefore a portfolio of quoted assets and cash is
held to offset this liquidity risk.
16. Related party transactions
Directors' and Officers' shareholdings as at 29 February
2012:
Person Registered Holder No. of Shares
Richard Lawrence Hargreaves Self 51,500
Kevin Thomas Morley Self nil
Robert Wilson Self nil
There have been no changes in these interests since the year
end.
17. Post balance sheet events
There have been no significant post balance sheet events.
BEDFORD ROW VCT PLC
(registered in England and Wales with registered no:
5323692)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVENthat the sixth Annual General Meeting of
Bedford Row VCT PLC (the "Company") will be held at the offices of
Elderstreet Investments Limited, 32 Bedford Row, London WC1R 4HE,
at 3.00 p.m. on Wednesday, 29(th) August 2012, at which the
following resolutions will be proposed, in the case of resolutions
1 to 5 as ordinary resolutions and in the case of resolutions 6 and
7 as special resolutions:
ORDINARY RESOLUTIONS
As Ordinary Business:-
1. To receive the report of the directors and the financial
statements of the Company for the year ended 29 February 2012.
2. To receive the directors' remuneration report;
3. To re-elect Kevin Thomas Morley who retires by rotation in
accordance with the Company's Articles of Association and who,
being eligible, offers himself for re-election.
4. To re-appoint James Cowper LLP as auditors of the Company to
hold office until the conclusion of the next general meeting at
which accounts are laid before the Company and that their
remuneration be fixed by the directors.
As Special Business:-
ORDINARY RESOLUTION
5. THAT the Directors be and are hereby generally and
unconditionally authorised in accordance with section 551 of the
Companies Act 2006 (and in substitution for any existing general
authority to allot relevant securities granted by the Company) to
allot relevant securities (within the meaning of section 551 of
that Act) of the Company up to an aggregate nominal amount equal to
GBP26,157, provided that this authority shall expire on the date of
the Annual General Meeting of the Company to be held in 2013
(unless and to the extent that such authority is renewed or
extended prior to such date) but so that the Company may before the
expiry of such period make an offer or agreement which would or
might require relevant securities to be allotted after the expiry
of such period and the Directors may allot relevant securities
pursuant to such an offer or agreement as if the authority
conferred hereby had not expired.
SPECIAL RESOLUTIONS
6. THAT the Directors be and are hereby empowered pursuant to
section 571(1) of the Companies Act 2006 to allot equity securities
(within the meaning of section 560 (1) of that Act) of the Company
for cash pursuant to the general authority conferred on the
Directors pursuant to resolution no. 5 above as if section 561(1)
of that Act did not apply to any such allotment and to sell
relevant shares (within the meaning of section 560(2) of that Act)
if, immediately before the sale, such shares are held by the
Company as treasury shares (as defined in that Act) ("treasury
shares") for cash as if section 571(1) of that Act did not apply to
such sale, provided that this power shall be limited to
theallotment of equity securities and the sale of treasury
shares:-
(a) in connection with or pursuant to an offer by way of rights
to the holders of Ordinary Shares and other persons entitled to
participate therein in proportion (as nearly as may be) to their
respective holdings of Ordinary Shares (or, as appropriate, the
number of Ordinary Shares which such other persons are for those
purposes deemed to hold), subject only to such exclusions or other
arrangements as the Directors may consider necessary or expedient
to deal with fractional entitlements or legal or practical problems
under the laws of any territory or the regulations or requirements
of any regulatory body or any stock exchange in any territory;
(b) (other than pursuant to sub-paragraph 6(a) above) up to an
aggregate nominal amount of GBP;
and such power shall expire on the date of the Annual General
Meeting of the Company to be held in 2013, but so that the Company
may before such expiry make an offer or agreement which would or
might require equity securities to be allotted or treasury shares
to be sold (as the case may be)after such expiry and the Directors
may allot equity securities in pursuance of such offer or agreement
as if the power conferred hereby had not expired. This power shall
be in substitution for any previous general powers granted in this
regard by the Company.
7. "THAT the company be and is hereby generally and
unconditionally authorised to make market purchases (within the
meaning of Section 693(4) of the Act) of ordinary shares of 10p
each in the company ("ordinary shares") provided that:
(a) the maximum number of ordinary shares so authorised to be
purchased shall not exceed 14.99% of the present issued Ordinary
share capital of the company;
(b) the minimum price which may be paid for an ordinary share shall be 10p;
(c) the maximum price, exclusive of expenses, which may be paid
for an ordinary share is an amount equal to 105 per cent of the
average of the middle market quotations for an ordinary share taken
from the London Stock Exchange Daily Official List for the five
business days immediately preceding the day on which the ordinary
share is contracted to be purchased;
(d) the authority conferred comes to an end at the conclusion of
the next annual general meeting of the company or upon the expiry
of 15 months from the passing of this resolution, whichever is the
later; and
(e) that the company may enter into a contract to purchase its
ordinary shares under this authority prior to the expiry of this
authority which would or might be completed wholly or partly after
the expiry of this authority."
Registered Office: By Order of the Board
7th Floor
52-54 Fenchurch Street
London EC3V 0EH Graham KUrquhart FCIS
Secretary
Dated: 27(th) June 2012
Notes:
1. A member entitled to attend and vote at the above meeting
convened by this notice is entitled to appoint one or more proxies
to attend, speak and vote and, on a poll, to vote instead of him or
her. A proxy need not be a member of the Company but must attend
the Meeting to represent you. Details of how to appoint the
Chairman of the Meeting or another person as your proxy using the
Form of Proxy are set out in the notes to the Form of Proxy.
Completion and return of a form of proxy will not prevent a member
from attending and voting in person if he or she so wishes.
2. You may appoint more than one proxy provided each proxy is
appointed to exercise rights attached to different shares. You may
appoint more than one proxy to exercise rights attached to any one
share. To appoint more than one proxy please contact Neville
Registrars Limited on 0121 353 1131 (calls cost 10p per minute plus
network charge) or you may photocopy the Form of Proxy.
3. A Form of Proxy is enclosed. To be effective, the Form of
Proxy, together with any power of attorney or other written
authority under which it is signed, or a notarially certified copy
or a certified copy in accordance with the Powers of Attorney Act
1971 of such power or written authority must be completed signed
and to be valid the proxy must be duly executed and deposited with
the Company at the offices of the Company's registrars, Neville
Registrars Limited, 18 Laurel Lane, Halesowen, West Midlands B63
3DA.
4. Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001 to be entitled to attend and vote at the meeting
(and for the purposes of the determination by the Company of the
number of votes they may cast), members must be entered on the
Company's register of members by 11.00 a.m. on Wednesday, 29(th)
August 2012 or, in the event that the meeting is adjourned, on the
Register of Members of the Company not less than 48 hours before
the time of any adjourned meeting, and only such members shall be
entitled to attend and vote at the meeting in respect of the number
of shares registered in their name at that time. Changes to entries
on the Register of Members after 11.00 a.m. on Monday, 27(th)
August 2012 or, in the event that the meeting is adjourned, not
less than 48 hours before the time of any adjourned meeting, shall
be disregarded in determining the rights of any person to attend
and vote at the meeting.
5. In the case of joint holders, the vote of the senior who
tenders a vote, whether in person or by proxy, will be accepted to
the exclusion of the votes of any other joint holders. For these
purposes, seniority shall be determined by the order in which the
names stand in the register of members in respect of the joint
holding.
6. To change your proxy instructions simply submit a new proxy
appointment using the methods set out above. Note that the cut-off
time for receipt of proxy appointments (see above) also apply in
relation to amended instructions; any amended proxy appointment
received after the relevant cut-off time will be disregarded. Where
you have appointed a proxy and would like to change the
instructions using another hard-copy proxy form, please contact
Neville Registrars. If you submit more than one valid proxy
appointment, the appointment received last before the latest time
for the receipt of proxies will take precedence.
7. In order to revoke a proxy instruction you will need to
inform the Company using one of the following method: By sending a
signed hard copy notice clearly stating your intention to revoke
your proxy appointment to Neville Registrars Limited, 18 Laurel
Lane, Halesowen, West Midlands B63 3DA. In the case of a member
which is a company, the revocation notice must be executed under
its common seal or signed on its behalf by an officer of the
company or an attorney for the company. Any power of attorney or
any other authority under which the revocation notice is signed (or
a duly certified copy of such power or authority) must be included
with the revocation notice. In either case, the revocation notice
must be received by Neville Registrars no later than 11.00 a.m. on
Monday, 27(th) August 2012. If you attempt to revoke your proxy
appointment but the revocation is received after the time specified
then, subject to the paragraph directly below, your proxy
appointment will remain valid.
8. CREST members who wish to appoint a proxy or proxies through
CREST electronic proxy appointment service may do so for the
meeting and any adjournment(s) of it by using the procedures
described in the CREST Manual. CREST personal members, sponsored
CREST Members and CREST Members who have appointed a voting service
provider(s) should refer to their CREST sponsor or voting service
provider(s) who will be able to take the appropriate action for
them.
9. Copies of the following documents will be available for
inspection at the registered office of the Company during normal
business hours on any weekday (Saturdays and public holidays
excepted) from the date of this document until the close of the
Annual General Meeting, and at the place of the Annual General
Meeting for at least 15 minutes prior to and during the
Meeting:-
(a) the service contracts and appointment letters of all the Directors of the Company; and
(b) the articles of association of the Company with the proposed amendments.
Accounts
The financial information set out in this preliminary
announcement does not constitute statutory accounts as defined in
the Companies Act 2006 ("the Act"). The balance sheet as at 29
February 2012, income statement and cash flow statement for the
period then ended have been extracted from the Company's 2010
statutory financial statements upon which the auditor's opinion is
unqualified and does not include any statement under the section
495 of the Act.
The Annual Report & Accounts for the year ended 29 February
2012 will be filed with the Registrar of Companies and will be
posted to shareholders today.
Copies of the documents listed below will be submitted to the
National Storage Mechanism and will be available for inspection in
the UK Listing Authority's Document Viewing Facility which is
situated at:
The Financial Services Authority
25 The North Colonnade,
Canary Wharf
London E14 5HS
Documents:
-- Report and Accounts for the year ended 29 February 2012
-- Notice of Annual General Meeting
-- Annual General Meeting Proxy Card
Enquiries: Graham Urquhart, FCIS, Company Secretary on 020 3216 2000
Roland Cornish and Felicity Geidt, Beaumont Cornish Limited
on 020 7628 3396.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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