TIDMOVC2 
 
 
   Octopus VCT 2 plc 
 
   AMENDMENT TO THE ANNOUNCEMENT RELEASED AT 19:00 ON 9 APRIL 2015 
 
   The document has been amended to alter the record date for payment of 
the dividend from 4 June 2015 to 5 June 2015. No other information has 
been changed. 
 
   Final Results 
 
   10 April 2015 
 
   Octopus VCT 2 plc, managed by Octopus Investments Limited ("Octopus"), 
today announces its final results for the year ended 31 December 2014. 
 
   These results were approved by the Board of Directors on 9 April 2015. 
 
   You may, in due course, view the Annual Report in full at 
www.octopusinvestments.com 
 
   Financial Summary 
 
 
 
 
                                                As at              As at 
                                           31 December 2014   31 December 2013 
 
Net assets (GBP'000s)                                19,222             19,337 
Return on ordinary activities after tax 
 (GBP'000s)                                             506              1,222 
Net asset value (NAV) per share                      100.7p             100.6p 
Total dividends paid to date                           2.5p                  - 
Total return                                         103.2p             100.6p 
Proposed final dividend per share                      2.5p               2.5p 
 
 
   Subject to shareholder approval at the Annual General Meeting the 
dividend will be paid on 3 July 2015 to shareholders on the register on 
5 June 2015. 
 
   Chairman's Statement 
 
   Introduction 
 
   I am pleased to present the Annual Report of Octopus VCT 2 plc for the 
year ended 31 December 2014. 
 
   Performance 
 
   During the year, the Net Asset Value (NAV) of the Company has increased 
from 100.6p per share to 100.7p per share, despite the payment of a 
dividend. After adding back the 2.5p final dividend paid in the year, 
the total return (NAV plus cumulative dividends paid) has risen by 2.6%, 
from 100.6p per share at 31 December 2013 to 103.2p per share as at 31 
December 2014. This increase is largely due to the strong performance of 
the Company's solar investments which saw an uplift in valuation in the 
year. 
 
   Dividend 
 
   Given the performance of your Company, your Board has proposed a final 
dividend of 2.5 pence per share in respect of the year ended 31 December 
2014. This dividend, if approved by shareholders at the AGM, will be 
paid on 3 July 2015 to shareholders on the register on 5 June 2015. 
 
   Investment Portfolio 
 
   In January 2015, the investments in Gretel Solar, Hedwig Solar, Klara 
Solar, Jutta Solar, Gerde Solar and Sula Power were exited as part of a 
large scale solar exit. This resulted in a considerable gain for the 
Company and the majority of this uplift was recognised in the valuations 
as at 31 December 2014, contributing to the uplift in NAV referred to 
above. 
 
   In February 2014, the 100% debt investment in Borro Loan 2 Limited was 
exited for capital proceeds of GBP1,000,000 plus all outstanding loan 
interest. 
 
   In the year to 31 December 2014, GBP200,000 of loan repayments were 
received from Shakti Power Limited. 
 
   In December 2014, GBP2.5m was invested, alongside Octopus Apollo VCT plc, 
in Byena Limited, an acquisition vehicle established to invest in a VCT 
qualifying company. 
 
   Buy-backs 
 
   During the period, the Company repurchased 139,000 shares at a weighted 
average price of 96.5p per share. Further details can be found in Note 
11 of the accounts. 
 
   VCT Qualifying Status 
 
   PricewaterhouseCoopers LLP provides the Board and Investment Manager 
with advice concerning ongoing compliance with HMRC rules and 
regulations concerning VCTs.  The Board has been advised that the 
Company is compliant with the conditions laid down by HMRC for 
maintaining provisional approval as a VCT. 
 
   A key requirement is now to maintain the 70% qualifying investment 
level. As at 31 December 2014. 95.8% of the portfolio, as measured by 
HMRC rules, was invested in VCT qualifying investments. 
 
   Alternative Investment Fund Managers Directive ("AIFMD") 
 
   The Company became registered as a Small Registered UK Alternative 
Investment Fund Manager with the Financial Conduct Authority in April 
2014. The Company's first submission under the Alternative Investment 
Fund Manager regime, for the period 1 October 2014 to 31 December 2014, 
was completed at the end of January 2015. 
 
   Annual General Meeting 
 
   I look forward to meeting as many shareholders as possible at our Annual 
General Meeting on 18 June 2015 to be held at the offices of Octopus 
Investments Limited, 6(th) Floor, 33 Holborn, London, EC1N 2HT. The AGM 
will start at 3.30 p.m. 
 
   Outlook 
 
   Since the Company's launch we have seen major Government changes to the 
subsidy regime for solar companies and other renewables, and an economy 
which has until recently struggled to grow following the Global 
Financial Crisis. The general economic outlook is now more certain and 
the portfolio has been performing well, 
 
   Whilst the focus of this Company will remain on capital preservation and 
any new investments will be approached with caution, your Board and 
Investment Manager believe we can continue to progress and find suitable 
investments for the Company's mandate. 
 
   Ian Pearson 
 
   Chairman 
 
   9 April 2015 
 
   Investment Manager's Review 
 
   Personal Service 
 
   At Octopus we have a dual focus, on both managing your investments and 
keeping you informed throughout the investment process. We are committed 
to providing our investors with regular and open communication. Our 
updates are designed to keep you informed about the progress of your 
investment. The Company is managed by the Specialist Finance team at 
Octopus. 
 
   Octopus is an award winning investment manager, established in 2000, 
that has over GBP5.0 billion under management. Octopus has over 350 
employees and was voted 'Best VCT Provider of the Year' by the financial 
adviser community in 2006 to 2010. We currently manage over GBP480 
million across 8 VCTs, more than any other provider in the industry, and 
are expert in investing in UK smaller companies across a range of funds, 
tax structures and risk/return mandates. 
 
 
 
   Portfolio Performance 
 
   The Company saw an increase in its total return of 2.6% from 31 December 
2013 to 31 December 2014. The NAV increased slightly from 100.6p per 
share to 100.7p per share and 2.5p of dividends were paid over the 
period, bringing the total return (NAV plus cumulative dividends) to 
103.2p per share.  This is largely due to upwards revaluations of a 
majority of the solar companies, seven of which were exited in January 
2015. These companies were valued as at 31 December 2014 based on 
advanced knowledge of the price that would be received on exit. 
 
   Portfolio Review 
 
   In March 2014, Borro Loan 2 Limited was exited with the GBP1,000,000 
being repaid in full along with all outstanding loan interest. 
 
   In addition, GBP200,000 of loan repayments were received in the year 
from Shakti Power Limited. 
 
   In December 2014, the Company invested GBP2,500,000, alongside Octopus 
Apollo VCT plc, in Byena, an acquisition vehicle set up to seek VCT 
qualifying investments on behalf of the Company. 
 
   Outlook 
 
   We are pleased with the overall performance of the portfolio in the year, 
particularly the solar investments. Despite no longer receiving the loan 
interest from Borro Loan 2 Limited, the portfolio has produced a small 
uplift in the NAV per share in the year under review. 
 
   Your Investment Manager is confident we can continue to see further 
progress in the Company. 
 
   If you have any questions on any aspect of your investment, please call 
one of the team on 0800 316 2295. 
 
   Grant Paul Florence 
 
   Octopus Investments Limited 
 
   9 April 2015 
 
   Directors' Responsibilities Statement 
 
   The Directors are responsible for preparing the Directors' Report, the 
Remuneration report and the financial statements in accordance with 
applicable law and regulations. 
 
   Company law requires the Directors to prepare financial statements for 
each financial year. Under that law the Directors have elected to 
prepare the financial statements in accordance with United Kingdom 
Generally Accepted Accounting Practice (United Kingdom Accounting 
Standards and applicable laws). Under company law the Directors must not 
approve the financial statements unless they are satisfied that they 
give a true and fair view of the state of affairs and profit or loss of 
the company for that period. In preparing these financial statements, 
the Directors are required to: 
 
 
   -- select suitable accounting policies and then apply them consistently; 
 
   -- make judgements and accounting estimates that are reasonable and prudent; 
 
   -- state whether applicable UK Accounting Standards have been followed, 
      subject to any material departures disclosed and explained in the 
      financial statements; and 
 
   -- 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 adequate accounting records 
that are sufficient to show and explain the Company's transactions and 
disclose with reasonable accuracy at any time the financial position of 
the Company and 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. 
 
   In so far as each of the Directors is aware: 
 
 
   -- there is no relevant audit information of which the Company's auditor is 
      unaware; and 
 
   -- the Directors have taken all steps that they ought to have taken to make 
      themselves aware of any relevant audit information and to establish that 
      the auditor is aware of that information. 
 
 
   The Directors are responsible for the maintenance and integrity of the 
corporate and financial information included on the Company's website. 
Legislation in the United Kingdom governing the preparation and 
dissemination of financial statements may differ from legislation in 
other jurisdictions. 
 
   To the best of my knowledge: 
 
 
   -- the financial statements, prepared in accordance with United Kingdom 
      Generally Accepted Accounting Practice (United Kingdom Standards and 
      applicable laws), give a true and fair view of the assets, liabilities, 
      financial position and profit or loss of the Company; and 
 
   -- the Investment Manager's and Directors' reports include fair reviews of 
      the development and performance of the business and the position of the 
      Company, together with a description of the principal risks and 
      uncertainties that it faces. 
 
 
   On behalf of the Board 
 
   Ian Pearson 
 
   Chairman 
 
   9 April 2015 
 
   Income Statement 
 
 
 
 
                                                  Year to 31 December 2014 
                                                Revenue   Capital    Total 
                                                GBP'000   GBP'000   GBP'000 
 
(Loss)/gain on disposal of fixed asset 
investments                                        -         -         - 
 
Fixed asset investment holding gains/(losses)          -       532       532 
 
Other income                                         255         -       255 
 
Other expenses                                     (281)         -     (281) 
 
Return on ordinary activities before tax            (26)       532       506 
 
Taxation on return on ordinary activities              -         -         - 
 
Return on ordinary activities after tax             (26)       532       506 
Return per share - basic and diluted              (0.1p)      2.8p      2.7p 
 
 
   -- 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 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 year as set out above. 
 
   Income Statement 
 
 
 
 
                                                 Year to 31 December 2013 
                                               Revenue   Capital    Total 
                                               GBP'000   GBP'000   GBP'000 
 
Loss on disposal of fixed asset investments           -     (168)     (168) 
 
Fixed asset investment holding gains                  -     1,290     1,290 
 
Other income                                        388         -       388 
 
Other expenses                                    (263)         -     (263) 
 
Return on ordinary activities before tax            125     1,122     1,247 
 
Taxation on return on ordinary activities          (25)         -      (25) 
 
Return on ordinary activities after tax             100     1,122     1,222 
Return per share - basic and diluted               0.5p      5.8p      6.3p 
 
 
   -- The 'Total' column of this statement is the profit or 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 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 had no recognised gains or losses other than the results for 
the period as set out above. 
 
 
 
 
Reconciliation of Movements in Shareholders' Funds 
 
 
 
 
                                                                  Year to 31 
                                      Year to 31 December 2014   December 2013 
                                              GBP'000              GBP'000 
Shareholders' funds at start of year                    19,337          18,180 
Return on ordinary activities after 
 tax                                                       506           1,222 
Purchase of own shares                                   (142)            (65) 
Dividends paid                                           (479)               - 
Shareholders' funds at end of year                      19,222          19,337 
 
 
 
 
Balance Sheet 
                           As at 31 December 2014     As at 31 December 2013 
                            GBP'000      GBP'000      GBP'000      GBP'000 
Fixed asset investments*                    18,593                    16,761 
 
Current assets: 
Debtors                           140                        86 
Cash at bank                      527                     2,567 
                                  667                     2,653 
Creditors: amounts 
 falling due within one 
 year                            (38)                      (77) 
Net current assets                             629                     2,576 
Net assets                                  19,222                    19,337 
 
Called up equity share 
 capital                                       191                       193 
Special distributable 
 reserve                                    17,360                    17,981 
Capital redemption 
 reserve                                         3                         1 
Capital reserve - losses 
 on disposals                                (168)                     (168) 
 - holding gains                             1,822                     1,290 
Revenue reserve                                 14                        40 
Total shareholders' 
 funds                                      19,222                    19,337 
Net asset value per                         100.7p                    100.6p 
 share 
 
 
   *Held at fair value through profit or loss 
 
   The statements were approved by the Directors and authorised for issue 
on 9 April 2015 and are signed on their behalf by: 
 
   Ian Pearson 
 
   Chairman 
 
   Company No: 07484406 
 
 
 
 
Cash Flow Statement 
                             Year to 31 December 
                                    2014            Year to 31 December 2013 
                                   GBP'000                  GBP'000 
 
Net cash (ouflow)/inflow 
 from operating 
 activities                                  (107)                       119 
 
Financial investment: 
Purchase of fixed asset 
 investments                               (2,500)                         - 
Sale of fixed asset 
 investments                                 1,200                     1,826 
 
Dividends paid                               (479)                         - 
 
Tax paid                                      (12)                         - 
 
Financing: 
Purchase of own shares                       (142)                      (65) 
(Decrease)/increase in 
 cash resources at bank                    (2,040)                     1,880 
 
 
 
 
Reconciliation of Return before Taxation to Cash Flow 
 from Operating Activities 
                          Year to 31 December 2014  Year to 31 December 2013 
                                  GBP'000                   GBP'000 
Return on ordinary 
 activities before tax                         506                     1,247 
Loss on disposal of 
 fixed asset 
 investments                                     -                       168 
Gain on valuation of 
 fixed asset 
 investments                                 (532)                   (1,290) 
Increase in debtors                           (54)                       (3) 
Decrease in creditors                         (27)                       (3) 
(Outflow)/Inflow from 
 operating activities                        (107)                       119 
 
 
 
 
Reconciliation of Net Cash Flow to Movement in Net 
 Funds 
                            Year to 31 December 2014  Year to 31 December 2013 
                                    GBP'000                   GBP'000 
(Decrease)/increase in 
 cash resources at bank                      (2,040)                     1,880 
Opening net funds                              2,567                       687 
Net funds at 31 December                         527                     2,567 
 
 
   Net funds comprised: 
 
 
 
 
                           Year to 31 December 2014  Year to 31 December 2013 
                                   GBP'000                   GBP'000 
Cash at bank                                    527                     2,567 
Net funds at 31 December                        527                     2,567 
 
 
 
   This announcement is distributed by NASDAQ OMX Corporate Solutions on 
behalf of NASDAQ OMX Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: Octopus VCT 2 PLC via Globenewswire 
 
   HUG#1910360 
 
 
  http://www.octopusinvestments.com/ 
 

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