TIDMPGOO
PROVEN GROWTH AND INCOME VCT PLC
Half-yearly report
For the six months ended 31 August 2015
Financial Summary
31 31 28
August August February
2015 2014 2015
Net asset value per share ("NAV") 81.8p 84.2p 85.7p
Dividends paid since class launch (Originally as 'C' 33.6p 29.1p 31.1p
Shares)
Total return (NAV plus dividends paid since 'C' Share 115.4p 113.3p 116.8p
class launch)
Chairman's Statement
Introduction
I have pleasure in presenting the half year report for ProVen Growth and
Income VCT plc (the "Company") for the six months ended 31 August 2015.
Net asset value
At 31 August 2015, the net asset value ("NAV") per share was 81.8p, a
decrease of 1.4p per share since the year end (after adjusting for the
total dividends of 2.5p per share paid during the period). This compares
favourably to the broader quoted UK stock markets over the same period.
Portfolio activity and valuation
During the six months to 31 August 2015, a total of GBP9.4 million was
invested. This included GBP5.3 million into three new investments, D3O
Holdings, Sealskinz and Network Locum, and GBP4.1 million into existing
portfolio companies to support their continued growth and development.
Realisations, primarily loan note repayments, generated proceeds of
GBP1.4 million. These realisations included all scheduled debt finance
repayments and some of the Company's loan notes in Maplin as a result of
a capital restructuring.
The venture capital investment portfolio showed a net loss of GBP474,000
over the six month period. While this reflects a combination of both
positive and negative movements, the portfolio was particularly impacted
by the fall in value of one investment, Utility Exchange Online.
Further detail on investment activity is provided in the Investment
Manager's Report.
Results and dividends
The total loss on ordinary activities after taxation for the six month
period to 31 August 2015 was GBP827,000, comprising a revenue profit of
GBP250,000 and a capital loss of GBP1,077,000.
During the six month period, a final dividend of 2.5p per share in
respect of the year ended 28 February 2015 was paid on 31 July 2015
following shareholder approval at the Company's AGM.
The Board has today declared an interim dividend of 2.0p per share which
will be paid on 20 November 2015 to Shareholders on the register at 23
October 2015.
Shareholders are reminded that the Company operates a Dividend
Reinvestment Scheme ("DRIS") for Shareholders that wish to have their
dividends reinvested in new shares and obtain further income tax relief
on those shares. If you are not currently registered for the DRIS and
wish to have your dividends paid in the form of new shares, DRIS forms
are available from the www.provenvcts.co.uk website or by contacting
Beringea on 020 7845 7820. Shareholders will need to be registered for
the DRIS prior to 23 October 2015 to be eligible to receive the
forthcoming dividend as new shares.
Fund raising and share issues
The Company's offer for subscription which launched on 24 October 2014
was fully subscribed and raised gross proceeds GBP24.8 million of which
GBP15.4 million was allotted during the half year.
In addition, the Company allotted 284,545 shares at 83.3p per share
under the Company's DRIS in respect of the dividend paid on 31 July
2015.
Share buybacks
The Company continues to operate a policy of purchasing its own shares
as they become available in the market and at a discount of
approximately 5% to the latest published NAV.
During the period, the Company completed purchases of 590,860 shares,
through its buyback facility, at an average price of 80.6p per share and
for aggregate consideration (net of costs) of GBP476,000. This
represents 0.8% of the shares in issue at the start of the period. The
shares were subsequently cancelled.
VCT legislation
The Finance Bill published on 15 July 2015, following the second 2015 UK
Budget, includes a number of proposed changes to the VCT rules. These
are mainly designed to bring the legislation in line with the EU State
Aid Risk Finance Guidelines which were revised last year and are
expected to come into effect from Royal Assent of the Finance Bill which
is anticipated to be later this year.
The main aspects of the new rules include:
-- Prohibiting VCT funds being used for the purpose of
acquiring businesses or shares, as a consequence management buy-outs
will no longer be possible;
-- Introducing a limit on when a company may receive VCT money
in relation to its first commercial sale, subject to certain exemptions;
and
-- Introducing a lifetime limit on the total State Aid funding
received by companies of GBP12 million (GBP20 million for 'knowledge
intensive' companies), in addition to the current limit of GBP5 million
which a company may receive in any 12 month period.
Whilst these changes will place additional restrictions on the Company's
investment activity, given the profile of the companies generally
pursued by the Company, we do not anticipate a material impact on the
ability of your Investment Manager to execute the Company's investment
strategy successfully.
Outlook
The Company's portfolio has performed well against the wider market
despite recent uncertainty in global stock markets. Whilst the Company's
cash reserves and venture capital debt instruments have provided, and
continue to provide, some inherent protection against stock market falls,
it is the overall performance of the portfolio which has been
particularly encouraging with a number of companies delivering strong
growth. The legislative changes that are being finalised will focus the
broader VCT market on the same target market in which the Company
specialises. Legislative changes have been a common feature of the VCT
landscape since the Company's inception. Each change provides its own
new challenges and new opportunities which both the Board and the
Investment Manager, with many years of experience, are well placed to
successfully manage.
Marc Vlessing
Chairman
12 October 2015
Investment Manager's Report
Introduction
We have pleasure in presenting our half year report for ProVen Growth
and Income VCT plc (the "Company") for the six month period to 31 August
2015.
Investment activity and portfolio valuation
At 31 August 2015, the Company's investment portfolio comprised 43
investments, of which 40 were unquoted, at a cost of GBP45.8 million and
a valuation of GBP51.1 million. This represents an overall unrealised
uplift on cost of GBP5.3 million or 11.6%.
During the period, the Company invested a further GBP9.4 million,
comprising GBP5.3 million into three new companies and GBP4.1 million
into seven existing portfolio companies. The new investments in D3O
Holdings, an impact protection solutions company (GBP2,960,000), and
Sealskinz, a provider of waterproof and breathable outdoor accessories
(GBP2,130,000), were completed shortly after the year end and discussed
in the previous full year report. In August, the Company completed an
investment of GBP160,000 into Network Locum, an online platform used by
GPs to manage bookings and invoices for locums.
The follow-on investments included MyOptique (GBP1,230,000), Chess
Technologies (GBP926,000) and InContext Solutions (GBP675,000). The
investment in MyOptique in August represented an opportunity to invest
alongside other institutional investors to support MyOptique's
acquisition of 4Care. MyOptique, through its range of brands including
"Glasses Direct" and "Sunglasses Shop" is at the forefront of the online
disruption of the eyewear market.
There were further tranches of investment in Big Data Partnership
("BDP") in April and June, followed by a further GBP634,000 after the
period end in September. Since the Company's initial investment in BDP
in April 2014, BDP has more than doubled its revenue and headcount and
moved to new premises. The funding provides working capital to enable
the firm to continue its growth trajectory.
The Company generated realisation proceeds of GBP1.4 million, mostly in
respect of loan note repayments including all scheduled loan repayments
from the Company's three debt finance investments, Speciality European
Pharma, Peerius and Celoxica. Following a capital restructuring, Maplin
repaid loan notes generating proceeds of GBP318,000 (inclusive of
outstanding interest). There were also disposals of the Company's small
holdings in Long Eaton Healthcare and Eagle-i Music.
Overall, the venture capital investment portfolio showed a slight
decline of GBP474,000, equivalent to 0.5p per share. There were uplifts
in value for, amongst others, Abzena, Disposable Cubicle Curtains and
Monica Vinader. Conversely, Utility Exchange Online decreased in value,
reflecting increased pressure on margins as new, well-funded entrants
look to secure market share. A summary of the top 20 venture capital
investments, by value, is provided in the Summary of Investment
Portfolio.
Post period end portfolio activity
In addition to the follow-on investment in BDP discussed above, the
Company also made follow-on investments in Cogora (GBP833,000) and
Disposable Cubicle Curtains (GBP58,000).
Outlook
We continue to see a number of exciting investment opportunities and are
currently at an advanced stage with a number of these. Additionally, a
number of companies in the existing portfolio are developing well and
have the potential to deliver strong returns in the future.
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Recently the VCT industry's attention has been focussed on the proposed
changes to the VCT rules. The new legislation is expected to come into
effect in November and while these rules place further restrictions on
what can be invested in, we are confident that we will continue to
identify new companies that provide an attractive investment opportunity
for the Company.
Overall, we are pleased with the performance in the six months to 31
August 2015 and will look to maintain this positive momentum during the
second half of the year.
Beringea LLP
12 October 2015
Summary of Investment portfolio
as at 31 August 2015
Valuation
movement in % of
Cost Valuation period portfolio
GBP'000 GBP'000 GBP'000 by value
Top twenty venture
capital investments
(by value)
Cognolink Limited 2,051 4,186 6 5.7%
MyOptique Limited 3,630 3,630 - 4.9%
D30 Holdings Limited 2,960 2,960 - 4.0%
Abzena plc (formerly
Polytherics Limited) 1,278 2,733 395 3.7%
Pulpitum Limited 2,900 2,668 (70) 3.6%
Disposable Cubicle
Curtains Limited 2,191 2,556 365 3.4%
APM Healthcare Limited 1,731 2,385 37 3.2%
Speciality European
Pharma Limited 2,223 2,223 - 3.0%
MEL Topco Limited (t/a
Maplin) 2,218 2,218 - 3.0%
Sealskinz Holdings
Limited 2,130 2,216 86 3.0%
Monica Vinader Limited 583 2,194 96 3.0%
Inskin Media Limited 1,435 2,061 (120) 2.8%
Blis Media Limited 520 1,771 (4) 2.4%
Response Tap Limited 1,440 1,502 62 2.0%
Big Data Partnership
Limited 1,411 1,411 - 1.9%
InContext Solutions,
Inc. 1,327 1,300 (22) 1.7%
Donatantonio Group
Limited 1,096 1,257 - 1.7%
Charterhouse Leisure
Limited 1,250 1,252 (232) 1.7%
Chess Technologies
Limited 1,568 1,249 (94) 1.7%
Utility Exchange
Online Limited 2,090 1,212 (1,038) 1.6%
Other venture capital
investments 9,778 8,081 59 10.9%
Total venture capital
investments 45,810 51,065 (474) 68.9%
Cash at bank and in
hand 22,998 31.1%
Total investments 74,063 100.0%
Other venture capital investments at 31 August 2015 comprise: 7Digital
Group plc, Amura Holdings Limited, Campden Wealth Limited, Celoxica
Limited, Chargemaster plc, Cinergy International Limited, Cogora Group
Limited, Cross Solar PV Limited, Dianomi Limited, Deltadot Limited, IS
Solutions plc, MatsSoft Limited, Network Locum Limited, Omni Dental
Sciences Limited, Peerius Limited, Perfect Channel Limited, Population
Genetics Technologies Limited, Simplestream Limited, Senselogix Limited,
Skills Matter Limited, Steribottle Global Limited, Vigilant Applications
Limited and Watchfinder.co.uk Limited
With the exception of 7Digital Group plc, Abzena plc and IS Solutions
plc, all venture capital investments are unquoted.
All of the above investments, with the exception of Abzena plc, Amura
Holdings Limited, Deltadot Limited, Omni Dental Sciences Limited and
Population Genetics Technologies Limited, were also held by ProVen VCT
plc, of which Beringea LLP is the investment manager.
Blis Media Limited, Cogora Group Limited, Cross Solar PV Limited and
Donatantonio Group Limited were also held by ProVen Planned Exit VCT plc,
of which Beringea LLP is the investment manager.
All venture capital investments held at the period end are registered in
England and Wales except for InContext Solutions, Inc., a Delaware
registered corporation in the United States of America.
Summary of investment movements
for the six months ended 31 August 2015
Investment activity during the six months ended 31 August 2015 is
summarised as follows:
Additions Cost
GBP'000
D3O Holdings Limited 2,960
Sealskinz Holdings Limited 2,130
MyOptique Group Limited 1,230
Chess Technologies Limited 926
Big Data Partnership Limited 691
InContext Solutions, Inc. 675
Disposable Cubicle Curtains Limited 461
Network Locum Limited 160
Skills Matter Limited 135
Senselogix Limited 18
Total 9,386
Gain/ Realised
Market (loss) gain/
value at 1 Disposal against (loss) in
Disposals Cost March 2015 proceeds cost period
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Eagle-i Music Limited 851 509 459 (392) (50)
Chess Technologies
Limited 300 300 300 - -
MEL Topco Limited (t/a
Maplin Electronics) 279 279 279 - -
Speciality European
Pharma Limited 138 138 138 - -
Celoxica Limited 122 122 122 - -
Peerius Limited 97 97 97 - -
Long Eaton Healthcare
Limited - 16 23 23 7
Total 1,787 1,461 1,418 (369) (43)
Unaudited Condensed Income Statement
for the six months ended 31 August 2015
(unaudited) (unaudited)
Six months ended Six months ended (audited)
31 Aug 2015 31 Aug 2014 Year ended 28 Feb 2015
Revenue Capital Total Revenue Capital Total Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Income 622 - 622 628 - 628 920
(Loss)/ gain on investments - (474) (474) - 748 748 3,614
622 (474) 148 628 748 1,376 4,534
Investment management fee (200) (599) (799) (131) (392) (523) (1,088)
Other expenses (172) (4) (176) (194) (11) (205) (395)
Return / (loss) on ordinary activities
before taxation 250 (1,077) (827) 303 345 648 3051
Tax on ordinary activities - - - - - - -
Return / (loss) attributable to equity
shareholders 250 (1,077) (827) 303 345 648 3051
Basic and diluted return per share 0.3p (1.3p) (1.0p) 0.5p 0.5p 1.0p 4.8p
All revenue and capital items in the above statement derive from
continuing operations. The total column within this statement represents
the Unaudited Condensed Income Statement of the Company.
The Company has no recognised gains or losses other than the results for
the six month period as set out above.
The accompanying notes form an integral part of this announcement.
Unaudited Condensed Statement of Financial Position
as at 31 August 2015
(unaudited) (unaudited) (audited)
31 Aug 31 Aug 28 Feb
2015 2014 2015
GBP'000 GBP'000 GBP'000
Fixed assets
Investments 51,065 37,369 43,571
Current assets
Debtors 174 465 243
Cash at bank and in hand 22,998 14,815 22,061
23,172 15,280 22,304
Creditors: amounts falling due within one year (607) (362) (632)
Net current assets 22,565 14,918 21,672
Net assets 73,630 52,287 65,243
Capital and reserves
Called up share capital 1,457 1,005 1,173
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Capital redemption reserve 1,115 1,091 1,105
Share premium account 25,445 763 10,089
Share capital to be issued - - 3,125
Special reserve 38,040 42,416 41,128
Capital reserve - realised 2,567 3,812 3,213
Revaluation reserve 5,306 3,506 5,737
Revenue reserve (300) (306) (327)
Total equity shareholders' funds 73,630 52,287 65,243
Basic and diluted net asset value per share 81.8p 84.2p 85.7p
The accompanying notes form an integral part of this announcement.
Unaudited Condensed Statement of Changes in Equity
Called Share
up Capital Share capital
For the six months ended 31 Aug 2015 share redemption premium to be Special Capital Revaluation Revenue
(unaudited) capital reserve account issued reserve reserve - realised reserve reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 March 2015 1,173 1,105 10,089 3,125 41,128 3,213 5,737 (327) 65,243
Total comprehensive income - - - - - (646) (431) 250 (827)
Shares issued 294 - 15,356 (3,125) - - - - 12,525
Share issue costs - - - - (585) - - - (585)
Purchase of own shares (10) 10 - - (478) - - - (478)
Dividends paid in the period - - - - (2,025) - - (223) (2,248)
At 31 August 2015 1,457 1,115 25,445 - 38,040 2,567 5,306 (300) 73,630
Called Share
up Capital Share capital
For the six months ended 31 Aug 2014 share redemption premium to be Special Capital Revaluation Revenue
(unaudited) capital reserve account issued reserve reserve - realised reserve reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 March 2014 1,014 1,080 674 - 43,283 4,312 3,585 (609) 53,339
Total comprehensive income - - - - - 136 209 303 648
Shares issued 2 - 89 - - - - - 91
Purchase of own shares (11) 11 - - (545) - - - (545)
Dividends paid in the period - - - - - (1,246) - - (1,246)
Transfer between reserves - - - - (322) 610 (288) - -
At 31 August 2014 1,005 1,091 763 - 42,416 3,812 3,506 (306) 52,287
The special reserve, capital reserve - realised and revenue reserve are
distributable reserves.
The distributable reserves are reduced by losses of GBP3,145,000 (2014:
GBP2,845,000) which are included in the revaluation reserve.
Reserves available for distribution therefore amount to GBP37,162,000
(2014: GBP43,077,000).
The accompanying notes form an integral part of this announcement.
Unaudited Condensed Statement of Cash Flows
for the six months ended 31 August 2015
(unaudited) (unaudited) (audited)
Six months Six months Year
ended ended ended
31 Aug 31 Aug 28 Feb
2015 2014 2015
Note GBP'000 GBP'000 GBP'000
Net cash (used in)/ generated
from operating activities A (309) 2,204 (514)
Cash flows from investing
activities
Purchase of investments (9,386) (10,601) (15,343)
Disposal of investments 1,418 2,118 6,105
Net cash from investing activities (7,968) (8,483) (9,241)
Cash flows from financing
activities
Proceeds from share issues 12,287 91 9,415
Share issue costs (585) - (142)
Purchase of own shares (478) (557) (1,095)
Share capital to be issued - - 3,125
Equity dividends paid (2,010) (1,246) (2,293)
Net cash from financing activities 9,214 (1,712) 9,010
Increase/ (decrease) in cash
and cash equivalents B 937 (7,991) (745)
Notes to the cash flow
statement:
A Net cash (used in)/
generated from operating
activities
(Loss)/ return on ordinary activities
before taxation (827) 648 3,051
Loss/ (gain) on investments 474 (748) (3,614)
Foreign exchange movement - - 5
Decrease in debtors 69 2,365 6
(Decrease)/ increase in creditors (25) (61) 38
Net cash (used in)/ generated from
operating activities (309) 2,204 (514)
B Analysis of net funds
Beginning of period /year 22,061 22,806 22,806
Net cash outflows 937 (7,991) (745)
End of period / year 22,998 14,815 22,061
The accompanying notes form an integral part of this announcement.
Notes to the half-yearly report
for the six months ended 31 August 2015
1. Accounting policies
Basis of preparation
The Company has prepared its financial statements under Financial
Reporting Standard 102 ("FRS102") and in accordance with the Statement
of Recommended Practice 'Financial Statements of Investment Trust
Companies and Venture Capital Trusts' (the "SORP"), which was revised in
November 2014 by the Association of Investment Companies.
This is the first period in which the financial statements have been
prepared under FRS102, however, it has not been necessary to restate
comparatives as the treatment previously applied aligns with the
requirements of FRS102. As a result, there are no reconciling
differences between the previous financial reporting framework and the
current financial reporting framework and the comparative figures
represent the position under both current and previous financial
reporting frameworks.
The following accounting policies have been applied consistently
throughout the period. Further details of principal accounting policies
will be disclosed in the Annual Report and Accounts for the year ended
29 February 2016.
a) Presentation of Income Statement
In accordance with the SORP, supplementary information which analyses
the Income Statement between items of a revenue and capital nature has
been presented alongside the Income Statement. The net revenue return
attributable to equity shareholders is the measure the Directors believe
appropriate in assessing the Company's compliance with certain
requirements set out in S274 of the Income Tax Act 2007.
b) Investments
Investments, including equity and loan stock, are designated as "fair
value through profit or loss" assets due to investments being managed
and performance evaluated on a fair value basis. A financial asset is
designated within this category if it is both acquired and managed, with
a view to selling after a period of time, in accordance with the
Company's documented investment policy. The fair value of an investment
upon acquisition is deemed to be cost. Thereafter investments are
measured at fair value in accordance with International Private Equity
and Venture Capital Valuation Guidelines ("IPEVCVG") issued in December
2012, together with FRS102.
The valuation methodologies used by the Directors for assessing the fair
value of unquoted investments are as follows:
-- investments are usually retained at cost for twelve months
following investment, except where a company's performance against plan
is significantly below the expectations on which the investment was made
in which case a provision against cost is made as appropriate;
-- where a company is in the early stage of development it
will normally continue to be held at cost as the best estimate of fair
value, reviewed for impairment on the basis described above;
-- where a company is well established after an appropriate
period, the investment may be valued by applying a suitable earnings or
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revenue multiple to that company's maintainable earnings or revenue.
The multiple used is based on comparable listed companies or a sector
but discounted to reflect factors such as the different sizes of the
comparable businesses, different growth rates and the lack of
marketability of unquoted shares;
-- where a value is indicated by a material arms-length
transaction by a third party in the shares of the company, the valuation
will normally be based on this, reviewed for impairment as appropriate;
-- where alternative methods of valuation, such as net assets
of the business or the discounted cash flows arising from the business
are more appropriate, then such methods may be used; and
-- where repayment of the equity is not probable, redemption
premiums will be recognised.
The methodology applied takes account of the nature, facts and
circumstances of the individual investment and uses reasonable data,
market inputs, assumptions and estimates in order to ascertain fair
value. Methodologies are applied consistently from year to year except
where a change results in a better estimate of fair value.
Where an investee company has gone into receivership or liquidation, or
the loss in value below cost is considered to be permanent, or there is
little likelihood of a recovery from a company in administration, the
loss on the investment, although not physically disposed of, is treated
as being realised.
All investee companies are held as part of an investment portfolio and
measured at fair value. Therefore, it is not the policy for investee
companies to be consolidated and any gains or losses arising from
changes in fair value are included in the Unaudited Condensed Income
Statement for the period as a capital item.
2. All revenue and capital items in the Unaudited Condensed
Income Statement derive from continuing operations.
3. There are no other items of comprehensive income other than
those disclosed in the Unaudited Condensed Income Statement.
4. The Company has only one operating segment as reported to the
Board of Directors in their capacity as chief operating decision makers
and derives its income from investments made in shares, securities and
bank deposits.
5. The comparative figures are in respect of the year ended 28
February 2015 and the six month period ended 31 August 2014.
6. Basic and diluted return per share for the period has been
calculated on 86,869,589 shares, being the weighted average number of
shares in issue during the period.
7. Basic and diluted NAV per share for the period has been
calculated on 90,010,829 shares, being the number of shares in issue at
the period end.
8. Dividends
(unaudited) (unaudited) (audited)
Year
Six months ended Six months ended ended
28 Feb
31 Aug 2015 31 Aug 2014 2015
Revenue Capital Total Revenue Capital Total Total
Pence GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
2014 Final 2.0 - - - - 1,246 1,246 1,246
2015 First
interim 2.0 - - - - - - 1,233
2015 Final 2.5 223 2,025 2,248 - - - -
Total
dividends
paid 223 2,025 2,248 - 1,246 1,246 2,479
9. Contingent liabilities, guarantees and financial
commitments
The Company has no contingent liabilities, guarantees or financial
commitments at 31 August 2015.
10. Called up share capital
During the six months to 31 August 2015, 17,842,141 shares were issued
with an aggregate nominal value of GBP288,816 pursuant to the offer for
subscription dated 24 October 2014. The aggregate consideration for the
shares was GBP15,412,412, which excluded share issue costs of
GBP585,000.
Under the terms of the Company's Dividend Reinvestment Scheme, the
Company allotted 284,545 shares to subscribing shareholders on 31 July
2015. The aggregate consideration for the shares was GBP237,026.
During the six months to 31 August 2015, the Company repurchased 590,860
shares for an aggregate consideration (net of costs) of GBP476,027 being
an average price of 80.6p per share and which represented 0.8% of the
Company's issued share capital at the start of the year. These shares
were subsequently cancelled. Costs relating to the share repurchases
amount to GBP2,000.
11. Financial instruments
Investments are valued at fair value as determined using the measurement
policies described in note 1.
The Company has categorised its financial instruments that are measured
subsequent to initial recognition at fair value, using the fair value
hierarchy as follows:
Level a Reflects financial instruments quoted in an active
market.
Level b Reflects financial instruments that have been valued
based on prices of recent transactions for identical instruments.
Level c (i) Reflects financial instruments that have been valued
using valuation techniques with observable inputs.
Level c (ii) Reflects financial instruments that have been valued
using valuation techniques with unobservable inputs.
(unaudited) (audited)
31 Aug 2015 28 Feb 2015
Level a Level b Level c Total Level a Level b Level c Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
AIM quoted 3,232 - - 3,232 2,827 - - 2,827
Loan notes - - 20,747 20,747 - - 17,051 17,051
Unquoted
equity - - 23,896 23,896 - - 20,471 20,471
Preference
shares - - 3,190 3,190 - - 3,222 3,222
Total 3,232 - 47,833 51,065 2,827 - 40,744 43,571
All financial instruments included within the Level c column have been
categorised as Level c (ii) financial instruments and have been valued
using valuation techniques with unobservable inputs.
12. Controlling party and related party transactions
In the opinion of the Directors there is no immediate or ultimate
controlling party.
Malcolm Moss, a Director of the Company, is also a Partner of Beringea
LLP. Beringea LLP was the Company's investment manager during the
period. During the six months ended 31 August 2015, GBP799,000 was
payable to Beringea LLP in respect of these services. At the period end
the Company owed Beringea LLP GBP365,000.
Beringea LLP also acted as promoter for the share offers during the
period. The fees in the period amount to GBP585,000 out of which it paid
the costs of the offer including initial commissions. At the period end,
the Company owed Beringea LLP GBPnil in respect of these services.
Beringea LLP was appointed the Company's Administration Manager on 13
January 2015. In the six month period, administration fees payable to
Beringea LLP amounted to GBP8,400, of which GBP8,400 was outstanding at
the period end.
During the six months to 31 August 2015, an amount of GBP52,500 was
payable to the Directors of the Company. No amount was outstanding at
the period end.
13. The unaudited financial statements set out herein have not been
subject to review by the auditor and do not constitute statutory
accounts within the meaning of Section 434 of the Companies Act 2006.
They have therefore not been delivered to the Registrar of Companies.
The figures for the year ended 28 February 2015 have been extracted from
the financial statements for that period, which have been delivered to
the Registrar of Companies; the Auditor's report on those financial
statements was unmodified.
14. The Directors confirm that, to the best of their knowledge, the
half-yearly financial statements have been prepared in accordance with
Financial Reporting Standard 104 ("FRS104") issued by the Financial
Reporting Council and the half-yearly financial report includes a fair
review of the information required by:
a. 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, and a description of the principal risks and
uncertainties for the remaining six months of the year; and
b. DTR 4.2.8R of the Disclosure and Transparency Rules, being related
party transactions that have taken place in the first six months of the
current financial year and that have materially affected the financial
position or performance of the entity during that period, and any
changes in the related party transactions described in the last annual
report that could do so.
15. Risk and uncertainties
Under the Disclosure and Transparency Directive, the Board is required
in the Company's half-yearly results, to report on the principal risks
and uncertainties facing the Company over the remainder of the financial
year.
The Board has concluded that the key risks facing the Company over the
remainder of the financial year are as follows:
(i) investment risk associated with investing in small and immature
businesses;
(ii) investment risk arising from volatile stock market conditions and
(MORE TO FOLLOW) Dow Jones Newswires
October 12, 2015 07:27 ET (11:27 GMT)
Copyright (c) 2015 Dow Jones & Company, Inc.
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