TIDMTP10
RNS Number : 8735E
TP10 VCT Plc
16 May 2013
TP10 VCT plc
Final Results
TP10 VCT plc managed by Triple Point Investment Management LLP
today announces the final results for the year ended 28 February
2013.
These results were approved by the Board of Directors on 15 May
2013.
You may view the Annual Report in on the Triple Point website
www.triplepoint.co.uk at
http://www.triplepoint.co.uk/investment-products/venture-capital-trust/tp10/.
About TP10 VCT plc
TP10 VCT plc ("the Company") is a Venture Capital Trust ("VCT").
The investment manager is Triple Point Investment Management LLP.
The Company was incorporated in August 2009 and raised GBP28.6
million (net of expenses) through an offer for subscription.
Details of the Fund's progress are discussed in the Chairman's
Statement and Investment Manager's Review forming part of the
extract from the Financial Statements which follows.
Venture Capital Trusts (VCTs)
VCTs were introduced in the Finance Act 1995 to provide a means
for private individuals to invest in unlisted companies in the UK.
Subsequent Finance Acts have introduced changes to VCT legislation.
The tax benefits currently available to eligible new investors in
VCTs include:
-- upfront income tax relief of 30%
-- exemption from income tax on dividends paid; and
-- exemption from capital gains tax on disposals of shares in VCTs
The Company has been provisionally approved as a VCT by HM
Revenue & Customs. In order to maintain its approval, the
Company must comply with certain requirements on a continuing
basis. Above all, the Company is required at all times to hold 70%
of its investments (as defined in the legislation) in VCT
qualifying holdings, of which at least 30% must comprise eligible
ordinary shares.
Report of the Directors - Financial Summary
Year ended Year ended
28 February 2013 29 February 2012
GBP'000 GBP'000
Net assets 26,965 27,573
Profit/(loss) before
tax 391 (418)
------------------------- ----------- -----------------
Profit/(loss) per share 1.29p (1.39p)
Dividend paid (3.31p) -
Net asset value per
share 89.35p 91.37p
------------------------- ----------- -----------------
For a GBP1 investment per share, investors, with a sufficient
income tax liability in the relevant year have already received a
30p tax credit which, taken together with the first dividend of
3.31p and the current NAV of 89.35p, totals 122.66p.
The Directors' Report on pages 15 to 19 and the Directors'
Remuneration Report on pages 20 to 21 have each been drawn up in
accordance with the requirements of English law and liability in
respect thereof is also governed by English law. In particular, the
responsibility of the Directors for these reports is owed solely to
TP10 VCT plc.
The Directors submit to the members their Annual Report and
Financial Statements for the Company for the year ended 28 February
2013. The Report of the Directors includes the Financial Summary,
Chairman's Statement, Details of Advisers, Shareholder Information,
Directors' Report, Directors' Remuneration Report and the Corporate
Governance Statement.
Report of the Directors - Chairman's Statement
I am writing to present the Financial Statements for TP10 VCT
plc ("the Company") for the year ended 28 February 2013.
Portfolio Construction
We are pleased to announce that during the period the Company
secured its VCT qualifying status by satisfying the test of being
70% invested in VCT qualifying investments. Qualifying and
non-qualifying unquoted investments now represent 98% of the
investment portfolio, completing the portfolio's construction ahead
of the investment strategy's target date.
In selecting the qualifying investments, we have been able to
take advantage of a number of attractive opportunities. These
include renewable electricity generated from roof-mounted solar
photovoltaic panels (investments which will benefit from long-term,
index linked revenues) and cinema digitisation yielding high
quality, predictable cash flows.
More information on the Company's investment portfolio is given
in the Investment Manager's Review.
Dividends
On 10 August 2012 the Company paid its first dividend to
shareholders of GBP1 million equal to 3.31p per share.
The Board has resolved to pay a dividend to shareholders of GBP1
million equal to 3.31p per share which will be paid on 12 July 2013
to shareholders on the register on 28 June 2013. This will bring
the total distributed by dividend to 6.62p per share.
Net Asset Value
With the portfolio established, loan interest from the
investments has exceeded running costs and the Company made a
profit of 1.29p per share for year.At 28 February 2013 the Net
Asset Value ("NAV") per share stood at 89.35p (29 February 2012:
91.37p per share). Adding back the dividend of 3.31p the NAV would
be 92.66p per share.
Principal Risks
The Board believes that the principal risks facing the Company
are:
-- investment risk associated with the VCT's portfolio of unquoted investments;
-- failure to maintain approval as a qualifying VCT.
The Board believes these risks are manageable and, with the
Investment Manager, continues to work to minimise either the
likelihood or potential impact of these risks within the scope of
the Company's established investment strategy. Further details of
how these risks are managed are provided within the Directors'
Report and note 15.
Outlook
The Board is pleased that the Company has secured its VCT
qualifying status and has in place a diversified portfolio of
stable investments, which we believe will over the longer term
provide the Company with the returns it seeks for its
shareholders.
If you have any queries or comments, please do not hesitate to
telephone Triple Point Investment Management LLP on 020 7201
8989.
Robin Morrison
Chairman
15 May 2013
Report of the Directors - Details of Directors
Robin Morrison is the Chairman of the Board of the Company. He
graduated with a first in Economics and Management Studies from
Cambridge. He also held a short service commission with the Royal
Corps of Transport. He was 28 years with Mars Incorporated,
managing commodity and foreign exchange exposures and holding both
Global and Pan-European Vice President roles in procurement and
manufacturing.
Robert Reid, is the founder of an independent corporate
development advisory business. After graduating from the European
Business School, he joined S.G. Warburg & Co. and has over 17
years corporate finance experience in both the corporate and
advisory fields. His most recent roles include director of
corporate finance at Avis Europe plc and director of corporate
finance at Hurst Morrison Thomson, Chartered Accountants. Robert is
a Director of TP5 VCT plc and was previously a Director of TP70
2008(II) VCT plc.
Alexis Prenn, an experienced entrepreneur, worked for many years
at LSE listed conglomerate Magellan plc where he held a number of
senior roles and was managing director of several group
subsidiaries. He left to participate in a Schroders backed
management buy-in to Fii Group plc, one of the UK's largest listed
shoe businesses. In recent years, he has invested in and developed
companies in the fields of security equipment, IT training and
event management software. He was also the lead investor behind the
management buy-in to Sinclair Pharmaceuticals which floated in
2004. From 2005 to 2011, he was a Principal at Triple Point
Investment Management LLP.
Report of the Directors - Details of Advisers
Secretary and Registered Office:
Triple Point Investment Management LLP
4-5 Grosvenor Place
London
SW1X 7HJ
Registered Number
06985211
Investment Manager and Administrator
Triple Point Investment Management LLP
4-5 Grosvenor Place
London
SW1X 7HJ
Tel: 020 7201 8989
Independent Auditor
Grant Thornton UK LLP
Chartered Accountants and Statutory Auditor
3140 Rowan Place
John Smith Drive
Oxford Business Park South
Oxford
OX4 2WB
Solicitors
Howard Kennedy LLP
19a Cavendish Square
London
W1A 2AW
Registrars
Neville Registars Limited
Neville House
18 Laurel Lane
Halesowen
West Midlands
B63 3DA
VCT Taxation Advisers
PricewaterhouseCoopers LLP
1 Embankment Place
London
WC2N 6RN
Bankers
The Royal Bank of Scotland plc
54 Lime Street
London
EC3M 7NQ
Report of the Directors - Shareholder Information
The Company
TP10 VCT plc is a Venture Capital Trust. The Investment Manager
is Triple Point Investment Management LLP ("TPIM"). The Company was
incorporated on 7 August 2009. A Prospectus offering for
subscription up to 50,000,000 Ordinary Shares of GBP1 each was
issued on 16 September 2009. The offer closed on 31 May 2010 with
GBP28.6m having been raised after initial costs.
The Company's investment strategy was to offer combined exposure
to cash or cash based funds and venture capital investments focused
on companies with contractual revenues from financially secure
counterparties. Initially investment exposure was intended to be
predominantly to cash and cash based funds. By the end of the
accounting period commencing no more than three years after VCT
approval was given it was intended that at least 70% of the fund
would be committed to VCT qualifying holdings with up to 30%
remaining exposed to cash and cash based funds.
Venture Capital Trusts
VCTs were introduced in the Finance Act 1995 to provide a means
for private individuals to invest in unquoted companies in the UK.
The Finance Act 2004 introduced changes to VCT legislation designed
to make VCTs more attractive to investors. The tax benefits
available to eligible investors in VCTs include:
-- Up-front income tax relief of 30%
-- Exemption from income tax on dividends received
-- Exemption from capital gains tax on disposals of shares in VCTs.
The Company was provisionally approved as a VCT by Her Majesty's
Revenue and Customs. In order to secure final approval the Company
must comply with certain requirements on a continuing basis. Within
three years from the effective date of provisional approval or
later allotment at least 70% of the Company's investments must
comprise "qualifying holdings" of which at least 30% must be in
eligible ordinary shares. This investment criterion has now been
achieved.
Financial Calendar
The Company's financial calendar is as follows:
11 July 2013 Annual General Meeting
October 2013 Interim report for the six months ending 31 August 2013 despatched
June 2014 Results for the year to 28 February 2014 announced;
Annual Report and Financial
Statements published.
Share Price
The Company has a share buy-back facility, committing to buy
back shares at no more than a 10% discount to the prevailing NAV.
We will be asking shareholders at the Annual General Meeting to
extend the facility for the Company to purchase shares in the
market for cancellation.
Shareholders should note that if they sell their shares within
five years of subscription they forfeit any tax relief obtained. If
you are considering selling your shares please contact TPIM on 020
7201 8989.
Investment Manager's Review
During the year the Company was able to make further investments
into qualifying businesses, investing a net GBP8.3 million, so that
as at 28 February 2013, qualifying investments represented 83% of
net assets.
We are pleased that this programme ensured that the Company has
satisfied the requirement to be 70% invested in qualifying
investments.
The portfolio of small, unquoted investments is split between 26
companies across four sectors: cinema digitisation; hydro project
management; renewable electricity generation from solar PV,
anaerobic digestion and landfill gas; and SME lending.
Each of these investments meets Triple Point's investment
criteria, with projected revenues generated by good quality
customers and the potential for steady returns. Investments in each
sector have been made with the benefit of rigorous selection
criteria, including extensive due diligence and expert technical
assessment.
Sector Analysis
The unquoted investment portfolio can be analysed as
follows:
Electricity Generation
Cinema Hydro Project Solar Anaerobic Non VCT Total Unquoted
Industry Sector Digitisation Management PV Digestion Landfill qualifying Investments
--------------------- -------------- -------------- -------- ----------- --------- ------------ ---------------
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------- -------------- -------------- -------- ----------- --------- ------------ ---------------
Investments
at 29 February
2012 5,400 363 9,600 2,500 - 1,965 19,828
--------------------- -------------- -------------- -------- ----------- --------- ------------ ---------------
Investments
made during
the year 1,500 450 1,600 725 1,000 3,025 8,300
--------------------- -------------- -------------- -------- ----------- --------- ------------ ---------------
Investments
disposed of
during the year - - - (1,000) - (948) (1,948)
--------------------- -------------- -------------- -------- ----------- --------- ------------ ---------------
Revaluation
of Investments
at 28 February
2013 - - 287 - - - 287
--------------------- -------------- -------------- -------- ----------- --------- ------------ ---------------
Investments
at 28 February
2013 6,900 813 11,487 2,225 1,000 4,042 26,467
--------------------- -------------- -------------- -------- ----------- --------- ------------ ---------------
Investments
% 26.07% 3.07% 43.40% 8.41% 3.78% 15.27% 100.00%
--------------------- -------------- -------------- -------- ----------- --------- ------------ ---------------
Number of Companies 6 1 13 2 2 2 26
--------------------- -------------- -------------- -------- ----------- --------- ------------ ---------------
VCT Sector Review
Solar PV
The Company's investment portfolio includes 13 holdings in
businesses generating renewable electricity from residential solar
PV panels. Each company maintains relationships with specialist
partners for technical and legal advice and operational
maintenance. The solar businesses derive their revenues from the
payment of index-linked Feed-In Tariffs (FITs), which are paid by
the utility company E.ON. The performance of each of these
businesses is closely monitored by Triple Point. We are pleased to
report that the valuation review resulted in a modest uplift for
the sector as a whole.
Cinema Digitisation
The businesses in the portfolio that own, maintain and operate
digital equipment in cinemas in the UK and Continental Europe
continue to perform in line with their objectives. Digital cinema
projection conversion is paid for under the globally recognised
Virtual Print Fee model, through which film studios pay for the
cost of the deployment over a number of years. The majority of the
revenues come from the six major investment grade Hollywood
Studios. Film booking rates are significantly ahead of base line
projections.
Anaerobic Digestion
Funds are invested in two renewable energy generating ventures
which operate 1 MW anaerobic digestion plants. The plants use
agricultural feed stocks to generate electricity for sale to a
utility company. The electricity generation also attracts the
Feed-in Tariff which provide RPI linked revenues for a 20 year
period. The extraordinary high rainfall in 2012 contributed to a
series of problems. The commissioning of the plants took place
later than planned and the poor harvest has had an impact on feed
stock quality. Whilst construction was successfully accomplished,
the plants have since been operating below optimum efficiency.
Landfill Gas
The Company was able to take advantage of the opportunity to
fund businesses seeking to generate renewable electricity from
landfill gas from sites owned by public bodies in Northern Ireland.
The gas is extracted from capped sites, these enterprises are at
different stages of maturity, with the first having started to
generate electricity for export to the National Grid in December
2012. These businesses give access to long term, reliable cash
flows generated from strong counterparties through Government
enshrined legislation (ROCs), the sale of electricity to a utility
company and the potential for sale of electricity to local
authorities.
Hydro Project Management
Highland Hydro Services Limited manages the planning and
environmental impact studies for a portfolio of new small scale
hydro electric power installations in the Scottish Highlands. All
applications are proceeding according to plan with the first scheme
having received planning consent in February 2013 and the second in
March this year.
SME Lending
The Company has a GBP3.3 million investment in Broadpoint
Limited, a finance company which provides short and medium term
funding to businesses in the telecoms, cinema and renewable energy
sectors.
Further details of the Company's ten largest unquoted
investments are given on pages 10 to 14.
Outlook
The Company now has an established portfolio and we work closely
with all the businesses which have received investment. Over the
longer term, we expect the company to perform in line with its
investment strategy and objectives.
If you have any questions, please do not hesitate to call us on
020 7201 8990.
Claire Ainsworth
Managing Partner
for Triple Point Investment Management LLP
15 May 2013
Report of the Directors- Investment Portfolio
28 February 2013 29 February 2012
------------------------------------ ------------------------------------
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Qualifying holdings 22,138 83.10 22,425 83.28 17,863 64.61 17,863 64.61
Non-qualifying holdings
Unquoted investments 4,042 15.18 4,042 15.02 1,965 7.11 1,965 7.11
Money Market funds - - - - 295 1.08 295 1.08
Financial assets at fair
value through the income
statement 26,180 98.28 26,467 98.30 20,123 72.80 20,123 72.80
Cash and cash equivalents 459 1.72 459 1.70 7,535 27.20 7,535 27.20
26,639 100.00 26,926 100.00 27,658 100.00 27,658 100.00
======== ======= ======== ======= ======== ======= ======== =======
Qualifying Holdings (all
Unquoted)
Cinema Digitisation
21st Century Cinema Ltd 1,000 3.75 1,000 3.71 1,000 3.62 1,000 3.62
Big Screen Digital Services
Ltd 900 3.38 900 3.34 400 1.45 400 1.45
Cinematic Services Ltd 2,000 7.51 2,000 7.43 1,000 3.62 1,000 3.62
Digima Ltd 1,000 3.75 1,000 3.71 1,000 3.62 1,000 3.62
Digital Screen Solutions
Ltd 1,000 3.75 1,000 3.71 1,000 3.62 1,000 3.62
DLN Digital Ltd 1,000 3.75 1,000 3.71 1,000 3.62 1,000 3.62
Hydro Project Management -
Highland Hydro Services
Ltd 813 3.05 813 3.02 363 1.31 363 1.31
Electricity Generation -
Solar -
AH Power Ltd 800 3.00 770 2.86 800 2.89 800 2.89
Arraze Ltd 1,300 4.88 1,360 5.05 1,000 3.62 1,000 3.62
Bandspace Ltd 1,000 3.75 1,085 4.03 1,000 3.62 1,000 3.62
Bridge Power Ltd 750 2.82 782 2.90 750 2.71 750 2.71
Campus Link Ltd 1,000 3.75 1,061 3.94 100 0.36 100 0.36
Core Generation Ltd 750 2.82 782 2.90 750 2.71 750 2.71
Druman Green Ltd 750 2.82 777 2.89 750 2.71 750 2.71
Fellman Solar Ltd 750 2.82 767 2.85 750 2.71 750 2.71
Flowers Power Ltd 600 2.25 621 2.31 600 2.17 600 2.17
Haul Power Ltd 750 2.82 791 2.94 750 2.71 750 2.71
Helioflair Ltd 1,000 3.75 958 3.56 600 2.17 600 2.17
Ranmore Environmental
Ltd 1,000 3.75 960 3.57 1,000 3.62 1,000 3.62
Trym Power Ltd 750 2.82 773 2.87 750 2.71 750 2.71
Anaerobic Digestion - - -
GreenTec Energy Ltd 1,500 5.63 1,500 5.57 1,500 5.42 1,500 5.42
Katharos Organic Ltd 725 2.72 725 2.69 - - - -
Nanuq Power Ltd - - - - 1,000 3.62 1,000 3.62
Landfill - -
Aeris Power Ltd 500 1.88 500 1.86 - - - -
Craigahulliar Energy
Ltd 500 1.88 500 1.86 - - - -
22,138 83.10 22,425 83.28 17,863 64.61 17,863 64.61
======== ======= ======== ======= ======== ======= ======== =======
Financial Assets are measured at fair value through profit or
loss. The initial best estimate of fair value of these investments
that are either quoted or not quoted on an active market is the
transaction price (i.e. cost). The fair value of these investments
is subsequently measured by reference to the enterprise value of
the investee company, which is best deemed to reflect the fair
value. Where the Board considers the investee company's enterprise
value to remain unchanged since acquisition, investments continue
to be held at cost less any loan repayments received. Where the
Board considers the investee company's enterprise value has changed
since acquisition, investments are held at a value measured using a
discounted cash flow model.
28 February 2013 29 February 2012
---------------------------------- ---------------------------------
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted non qualifying
holdings
Anaerobic digestion
Drumnahare Biogas Ltd 750 2.82 750 2.79 - - - -
Biomass Future Generations
Ltd - - - - 550 1.99 550 1.99
SME lending
Broadpoint Ltd: 3,292 12.36 3,292 12.23 1,415 5.12 1,415 5.12
4,042 15.18 4,042 15.02 1,965 7.11 1,965 7.11
======== ====== ======== ====== ======== ===== ========= =====
Money Market Funds
BlackRock Institutional
Sterling Liquidity Fund - - - - 115 0.42 115 0.42
Ignis Sterling Liquidity
Fund Share Class 2 - - - - 115 0.42 115 0.42
State Street Liquidity
Fund Share Class 1 - - - - 65 0.24 65 0.24
- - - - 295 1.08 295 1.08
======== ====== ======== ====== ======== ===== ========= =====
Report of the Directors- Investment Portfolio - Additional
Information on the Ten Largest VCT Unquoted Investments
21st Century Cinema
Ltd
Income recognised Equity Equity Held
Date of Valuation Valuation by TP 10 for Held by by TPIM managed
first investment Cost GBP GBP Method the year GBP'000 TP10 % funds % *
Transaction
28-Dec-11 1,000,000 1,000,000 price 46 12.26 98.08
Summary of Information from Investee Company Financial Statements
ending in 2012: GBP'000
Turnover 1,250
Earnings before interest, tax, amortisation and depreciation
(EBITDA) 1,006
Profit/(loss) before
tax (535)
Net assets before
VCT loans 6,042
Net assets 442
21st Century Cinema Ltd installs and maintains digital cinema equipment
at sites across the UK and Germany. It procures a range of equipment
from specialist suppliers. Digital cinema projection conversion is paid
for under the globally recognised Virtual Print Fee model, through which
film studios pay for the cost of the deployment over a number of years
with the majority of the company's revenues derive ultimately from the
six major investment grade Hollywood Studios.
-----------------------------------------------------------------------------------------------------------
Cinematic Services
Ltd
Income recognised Equity Equity Held
Date of Valuation Valuation by TP10 for Held by by TPIM managed
first investment Cost GBP GBP Method the year GBP'000 TP10 % funds % *
Transaction
24-Dec-10 2,000,000 2,000,000 price 87 32.49 97.46
Summary of Information from Investee Company Financial
Statements ending in 2012: GBP'000
Turnover 1,013
Earnings before interest, tax, amortisation and depreciation
(EBITDA) 799
Profit/(loss) before
tax (896)
Net assets before
VCT loans 6,143
Net assets 543
Since 2010 Cinematic Services Ltd has owned, maintained and operated
digital equipment at 28 cinemas in the UK, Germany and Italy. It continues
to perform in line with its objectives. Digital cinema projection conversion
is paid for under the globally recognised Virtual Print Fee model, through
which film studios pay for the cost of the deployment over a number of
years with the majority of the company's revenues derive ultimately from
the six major investment grade Hollywood Studios.
-----------------------------------------------------------------------------------------------------------
Digima
Ltd
Income recognised Equity Equity Held
Date of Valuation Valuation by TP 10 for Held by by TPIM managed
first investment Cost GBP GBP Method the year GBP'000 TP10 % funds % *
Transaction
10-Oct-11 1,000,000 1,000,000 price 45 12.26 98.08
Summary of Information from Investee Company Financial Statements
ending in 2012: GBP'000
Turnover 1,230
Earnings before interest, tax, amortisation and depreciation
(EBITDA) 1,043
Profit/(loss) before
tax (548)
Net assets before
VCT loans 6,806
Net assets 1,206
Digima Limited provides digital projection systems to the cinema industry.
It supplies, installs and maintains the equipment, upgrading the projection
room from traditional 35mm film projectors to a fully DCI (Digital Cinema
Initiative) compliant digital cinema system. It currently operates at
24 locations in the UK and Italy.
-----------------------------------------------------------------------------------------------------------
Digital Screen Solutions
Ltd
Income recognised Equity Equity Held
Date of Valuation Valuation by TP 10 for Held by by TPIM managed
first investment Cost GBP GBP Method the year GBP'000 TP10 % funds % *
Transaction
11-Oct-11 1,000,000 1,000,000 price 44 36.78 98.08
Summary of Information from Investee Company Financial Statements
ending in 2012: GBP'000
Turnover 1,354
Earnings before interest, tax, amortisation and depreciation
(EBITDA) 1,206
Profit/(loss) before
tax (408)
Net assets before
VCT loans 6,977
Net assets 1,377
Digital Screen Solutions is a provider of cinema digitisation equipment.
It has a contract to maintain and operate digital projection equipment
at 22 cinemas in the UK and Italy. Digital cinema projection conversion
is paid for under the globally recognised Virtual Print Fee model, through
which film studios pay for the cost of the deployment over a number of
years with the majority of the company's revenues derive ultimately from
the six major investment grade Hollywood Studios.
-----------------------------------------------------------------------------------------------------------
DLN Digital Ltd
Income recognised Equity Equity Held
Date of Valuation Valuation by TP10 for Held by by TPIM managed
first investment Cost GBP GBP Method the year GBP'000 TP10 % funds % *
Transaction
18-Mar-11 1,000,000 1,000,000 price 32 19.31 98.04
Summary of Information from Investee Company Financial
Statements ending in 2012: GBP'000
Turnover 945
Earnings before interest, tax, amortisation and depreciation
(EBITDA) 638
Profit/(loss) before
tax (287)
Net assets before
VCT loans 4,570
Net assets 853
DLN Digital Ltd owns, maintains and operates digital equipment at 29
cinemas in the UK, Ireland and Italy. It continues to perform in line
with its objectives. Digital cinema projection conversion is paid for
under the globally recognised Virtual Print Fee model, through which
film studios pay for the cost of the deployment over a number of years
with the majority of the company's revenues come from the six major investment
grade Hollywood Studios. During the year it acquired the whole of the
share capital of a smaller company, Two For Joy Digital Ltd, all of whose
installations are in Ireland. The figures from the financial statements
reflect the position before that acquisition.
-----------------------------------------------------------------------------------------------------------
Arraze
Ltd
Income recognised Equity Equity Held
Date of Valuation Valuation by TP10 for Held by by TPIM managed
first investment Cost GBP GBP Method the year GBP'000 TP10 % funds % *
Transaction
30-Mar-11 1,300,000 1,360,000 price 44 41.39 98.7
Summary of Information from Investee Company Financial
Statements ending in 2012: GBP'000
Turnover 97
Earnings before interest, tax, amortisation and depreciation
(EBITDA) (46)
Profit/(loss) before
tax (136)
Net assets before
VCT loans 2,963
Net assets 1,033
Arraze Limited generates renewable electricity from its portfolio of
residential roof mounted solar PV panels, which it owns and operates
at sites across the UK. It has a reliable, long term index-linked revenue
stream supported by receipt of the Feed-in Tariffs. After its initial
purchase of panels in November 2011, the business expanded its portfolio
of solar panels in both 2012 and January 2013.
-----------------------------------------------------------------------------------------------------------
Bandspace Ltd
Income recognised Equity Equity Held
Date of Valuation Valuation by TP10 for Held by by TPIM managed
first investment Cost GBP GBP Method the year GBP'000 TP10 % funds % *
Transaction
30-Mar-11 1,000,000 1,085,000 price 35 30.86 98.75
Summary of Information from Investee Company Financial
Statements ending in 2012: GBP'000
Turnover 149
Earnings before interest, tax, amortisation and depreciation
(EBITDA) 30
Profit/(loss) before
tax (71)
Net assets before
VCT loans 3,128
Net assets 888
Bandspace Ltd is a small business that owns a portfolio of roof mounted
solar PV panels which have generated renewable electricity since 2011.
It has a reliable, long term index-linked revenue stream supported by
receipt of the Feed-in Tariffs.
-----------------------------------------------------------------------------------------------------------
Campus Link Ltd
Income recognised Equity Equity Held
Date of Valuation Valuation by TP10 for Held by by TPIM managed
first investment Cost GBP GBP Method the year GBP'000 TP10 % funds % *
Transaction
14-Nov-11 1,000,000 1,061,000 price 34 24.75 99
Summary of Information from Investee Company Financial Statements
ending in 2012: GBP'000
Turnover 178
Earnings before interest, tax, amortisation and depreciation
(EBITDA) 191
Profit/(loss) before
tax (137)
Net assets before
VCT loans 3,828
Net assets 1,028
Campus Link is a small venture capital funded business with an established
portfolio of roof mounted, residential solar PV panels which have been
generating electricity since 2011. Its revenues are generated from the
sale of the electricity and the receipt of the Feed-in Tariffs.
-----------------------------------------------------------------------------------------------------------
GreenTec Energy Ltd
Equity Held
by TPIM
Income recognised Equity managed
Date of Valuation Valuation by TP10 for Held by funds %
first investment Cost GBP GBP Method the year GBP'000 TP10 % *
Transaction
10-Oct-11 1,500,000 1,500,000 price 35 36.45 97.54
Summary of Information from Investee Company Financial Statements
ending in 2012: GBP'000
First accounts
are due
in 2013
GreenTec Energy Ltd is a holding company that has Trinity Hall Biogas
Limited as a wholly owned operating subsidiary. Trinity Hall Biogas
Limited generates renewable electricity by using a Combined Heat and
Power engine fuelled predominantly by methane based biogas produced
using an anaerobic digestion unit. The Anaerobic Digestion generating
plant is fuelled by maize crop. Its revenues are generated by selling
the electricity to a utility company and the receipt of the Feed-in-Tariffs.
---------------------------------------------------------------------------------------------------------
Broadpoint Ltd
Equity Held
by TPIM
Income recognised Equity managed
Date of Valuation Valuation by TP10 for Held by funds %
first investment Cost GBP GBP Method the year GBP'000 TP10 % *
Transaction
14-Nov-11 3,292,000 3,292,000 price 152 47.53 95.06
Summary of Information from Investee Company Financial Statements
ending in 2012: GBP'000
Turnover -
Earnings before interest, tax, amortisation and depreciation
(EBITDA) 14
Profit/(loss) before
tax (10)
Net assets before
VCT loans 4,205
Net assets (9)
Broadpoint Limited is a non VCT qualifying investment which provides
finance to small and medium sized enterprises (SMEs). Income from its
activities for the period was GBP178,000.
---------------------------------------------------------------------------------------------------------
The basis of valuation for all investments is transaction price
which is the most reliable estimate of fair value.
The investments are a combination of debt and equity.
* Equity holding is equal to the voting rights
Report of the Directors - Directors' Report
The Directors present their Report and the audited Financial
Statements for the year ended 28 February 2013.
This report has been prepared in accordance with the
requirements of S417 of the Companies Act 2006 and forms part of
the Report of the Directors to shareholders. The Company's
independent auditor is required by law to report on whether the
information given in the Report of the Directors (including the
business review) is consistent with the Financial Statements. The
auditor's opinion is given on pages 27 to 28.
Activities and Status
The Company is a Venture Capital Trust and its main activity is
investing.
The Directors are required by S417 of the Companies Act 2006 to
make a review of the business. The business review is set out below
with which should be included the Chairman's Statement on pages 1
to 2 and Investment Manager's Review on pages 6 to 7.
The Company has been provisionally approved as a VCT by
HMRC.
The Company has been managed with the intention of maintaining
its status as an approved Venture Capital Trust for the purposes of
S274 of the Income Act 2007. The Company was not at any time up to
the date of this report a close company within the meaning of S439
of the Corporation Tax Act 2010.
There have been no significant post balance sheet events.
Business Review and Key Performance Indicators
The Board has a number of performance measures to assess the
Company's success in meeting its objectives. These include the net
asset value, revenue and capital return, dividend per share and the
percentage of VCT qualifying investments. Further details are
provided within the Chairman's Statement on pages 1 to 2 and the
Investment Manager's Review on pages 6 to 7. The Board believes
that the Company will continue to satisfy all the VCT qualifying
conditions laid down by HM Revenue & Customs.
The Board carries out a regular review of the environment in
which the Company operates. The main areas of risk identified by
the Board, along with the risks to which the Company is exposed
through its operational and investing activities, are detailed on
page 17 under the heading "Risk Management Objectives and Policies"
and in note 15 "Financial Instruments and Risk Management."
Investment Policy
The Company's investment exposure initially was to cash and
similar liquid assets. To comply with VCT rules, the Company has
acquired (and subsequently maintained) a portfolio of VCT
qualifying company investments in unquoted companies equivalent to
a minimum of 70 per cent of the value of their investments,
typically in investments ranging between GBP500,000 and
GBP2,000,000 per company.
The unquoted investments encompass businesses with strong asset
bases or, more typically, with contractual revenues from
financially sound counterparties. The remaining net assets are
exposed either to (1) cash or cash-based similar liquid investments
or (2) investments originated in line with the Company's VCT
qualifying investment policy but which do not qualify under the VCT
rules for technical reasons. In order to limit the risk to the
portfolio that is derived from any particular investment, no single
investment by the Company represents more than 15% of the aggregate
net asset value of the Company.
In respect of Venture Capital Investments (which represent
qualifying investments under the tax rules applying to VCTs) TPIM
sought:
-- investments where robust due diligence has been undertaken into target investments;
-- investments where there is a high level of access to regular
material financial and other information;
-- investments where the risk of capital losses is minimised
through careful analysis of the collateral available to investee
companies; and
-- investments where there is a strong relationship with the key decision makers.
The Directors intend to return cash raised from exits promptly
to shareholders, who will be given the opportunity to vote for the
Company's discontinuation after six years.
Qualifying Investments
TPIM pursued investments in a range of industries but the type
of business being targeted was subject to the specific investment
criteria discussed below. The objective was to build a diversified
portfolio of young unquoted companies which are cash generative
and, therefore, capable of producing income and capital repayments
to the Company prior to their disposal by the Company.
Although invested in diverse industries, it was intended that
TP10's portfolio would comprise companies with certain
characteristics, for example clear commercial and financial
objectives, strong customer relationships and, where possible,
tangible assets with value. TPIM focused on identifying businesses
typically with contractual revenues from financially sound
counterparties or a stream of predictable transactions with
multiple clients. Businesses with assets providing valuable
security were also considered. The objective was to reduce the risk
of losses through ensuring reliability of cash flow or quality of
asset backing and to provide investors with a potentially
attractive income stream and modest but accessible capital
growth.
The criteria against which investment targets were assessed
include the following:
-- an attractive valuation at the time of the investment;
-- minimising the risk of capital losses;
-- the predictability and reliability of the company's cash flows;
-- the quality of the business' counterparties and suppliers;
-- the sector in which the business is active. Key targets
include health, leisure, environmentally responsible and social
enterprise sectors;
-- the quality of the company's assets;
-- the opportunity to structure an investment that can produce distributable income; and
-- the prospect of achieving an exit 5 years after capitalisation of the Company.
Directors
The Directors of TP10 VCT plc during the year were:
Robin Morrison (Chairman)
Robert Reid
Alexis Prenn
At 28 February 2013 Robin Morrison held 73,492 ordinary shares
of 1p each (2012: 73,492 ordinary shares of 1p) and Alexis Prenn
held 5,125 ordinary shares of 1p each (2012: 5,125 ordinary shares
of 1p). There have been no changes in the holdings of the Directors
between 28 February 2013 and the date of this report.
Robert Reid being a Director of another TPIM managed VCT is not
considered independent. Therefore he will retire and offer himself
for re-election at the Annual General Meeting to be held on 12 July
2013. Alexis Prenn having not been re-elected for 3 years must also
retire and offer himself for re-election at the forthcoming Annual
General Meeting. Alexis Prenn resigned as a principal of TPIM on 1
July 2011, after this date he was deemed to be independent.
The Board has considered provision B.7.2 of the UK Corporate
Governance Code (June 2010) and believes that all the Directors
continue to be effective and to demonstrate commitment to their
roles, the Board and the Company.
Directors' and Officers' Liability Insurance
The Company has, as permitted by S233 of the Companies Act 2006,
maintained insurance cover on behalf of the Directors and Company
Secretary, indemnifying them against certain liabilities which may
be incurred by them in relation to their offices with the
Company.
Management
TPIM acts as Investment Manager to the Company. Theprincipal
terms of the Company's management agreement with TPIM are set out
in note 5 to the Financial Statements.
The Board has evaluated the performance of the Investment
Manager based on the returns generated since taking on the
management of the Fund and a review of the management contract and
the services provided in accordance with its terms. As required by
the Listing Rules, the Directors confirm that in their opinion the
continuing appointment of TPIM as Investment Manager is in the best
interests of the shareholders as a whole. In reaching this
conclusion the Directors have taken into account the performance of
other VCTs managed by TPIM and the service provided by TPIM to the
Company.
Substantial Shareholdings
As at the date of this report no disclosures of major
shareholdings had been made to the Company under Disclosure and
Transparency Rule 5 (Vote Holder and Issuer Notification
Rules).
Annual General Meeting
Notice convening the 2013 Annual General Meeting of the Company
and a form of proxy in respect of that meeting can each be found at
the end of this document.
Risk Management Objectives and Policies
As a Venture Capital Trust, the Company's objective is to
provide shareholders with an attractive income and capital return
by investing its funds in a broad spread of unlisted UK companies
which meet the relevant criteria for investment by Venture Capital
Trusts.
The Board carries out a regular review of the environment in
which the Company operates. Financial instrument risk, market risk
and liquidity risk are described in note 15.
VCT qualifying status risk: the Company is required at all times
to observe the conditions laid down in the Income Tax Act 2007 for
the maintenance of approved VCT status. The loss of such approval
could lead to the Company losing its exemption from corporation tax
on capital gains, to investors being liable to pay income tax on
dividends received from the Company and, in certain circumstances,
to investors being required to repay the initial income tax relief
on their investment. The Investment Manager keeps the Company's VCT
qualifying status under continual review and reports to the Board
on a quarterly basis. The Board has also retained
PricewaterhouseCoopers LLP to undertake an independent VCT status
monitoring role.
Environmental, Social and Employee Issues
Due to the nature of the Company's activities, employee issues
do not apply to it directly and therefore no disclosures in respect
of these matters have been included in the Financial Statements.
Its investment in companies engaged in the energy generation from
renewable sources means it will contribute to the reduction in
carbon emissions.
Share Capital, Rights Attaching to the Shares and Restrictions
on Voting and Transfer
The Company's share capital is GBP600,000 divided into
60,000,000 shares of 1p each, of which 30,178,014 shares were in
issue at 28 February 2013. As at that date none of the issued
shares was held by the Company as treasury shares. Subject to any
suspension or abrogation of rights pursuant to relevant law or the
Company's articles of association, the shares confer on their
holders (other than the Company in respect of any treasury shares)
the following principal rights:
a) the right to receive out of profits available for
distribution such dividends as may be agreed to be paid (in the
case of a final dividend in an amount not exceeding the amount
recommended by the Board as approved by shareholders in general
meeting or in the case of an interim dividend in an amount
determined by the Board). All dividends unclaimed for a period of
12 years after having become due for payment are forfeited
automatically and cease to remain owing by the Company;
b) the right, on a return of assets on a liquidation, reduction
of capital or otherwise, to share in the surplus assets of the
Company remaining after payment of its liabilities pari passu with
other holders of ordinary shares; and
c) the right to receive notice of and to attend and speak and
vote in person or on a poll by proxy at any general meeting of the
Company. On a show of hands every member present or represented and
voting has one vote and on a poll every member present or
represented and voting has one vote for every share of which that
member is the holder. A validly executed appointment of a proxy
must be received not less than 48 hours before the time of the
holding of the relevant meeting or adjourned meeting or, in the
case of a poll taken otherwise than at or on the same day as the
relevant meeting or adjourned meeting, be received after the poll
has been demanded and not less than 24 hours before the time
appointed for the taking of the poll.
These rights can be suspended. If a member, or any other person
appearing to be interested in shares held by that member, has
failed to comply within the time limits specified in the Company's
articles of association with a notice pursuant to S793 of the
Companies Act 2006 (notice by a Company requiring information about
interests in its shares), the Company can until the default ceases
suspend the right to attend and speak and vote at a general meeting
and if the shares represent at least 0.25% of their class the
Company can also withhold any dividend or other money payable in
respect of the shares (without any obligation to pay interest) and
refuse to accept certain transfers of the relevant shares.
Shareholders, either alone or with other shareholders, have
other rights as set out in the Company's articles of association
and in company law. (Principally the Companies Act 2006).
A member may choose whether his or her shares are evidenced by
share certificates (certificated shares) or held in electronic
(uncertificated) form in CREST (the UK electronic settlement
system). Any member may transfer all or any of his or her shares,
subject in the case of certificated shares to the rules set out in
the Company's articles of association or in the case of
uncertificated shares to the regulations governing the operation of
CREST (which allow the Directors to refuse to register a transfer
as therein set out); the transferor remains the holder of the
shares until the name of the transferee is entered in the register
of members. The Directors may refuse to register a share transfer
if it is in respect of a certificated share which is not fully paid
up or on which the Company has a lien provided that, where the
share transfer is in respect of any share admitted to the Official
List maintained by the UK Listing Authority, any such discretion
may not be exercised so as to prevent dealings taking place on an
open and proper basis, or if in the opinion of the Directors (and
with the concurrence of the UK Listing Authority) exceptional
circumstances so warrant, provided that the exercise of such power
will not disturb the market in those shares. Whilst there are no
squeeze-out and sell out rules relating to the shares in the
Company's articles of association, shareholders are subject to the
compulsory acquisition provisions in S974 to S991 of the Companies
Act 2006.
Amendment of Articles of Association
The Company's articles of association may be amended by the
members of the Company by special resolution (requiring a majority
of at least 75% of the persons voting on the relevant
resolution).
Appointment and Replacement of Directors
A person may be appointed as a Director of the Company by the
shareholders in general meeting by ordinary resolution (requiring a
simple majority of the persons voting on the relevant resolution)
or by the Directors. No person, other than a Director retiring by
rotation or otherwise, shall be appointed or re-appointed a
Director at any general meeting unless he is recommended by the
Directors or, not less than 7 nor more than 42 clear days before
the date appointed for the meeting, notice is given to the Company
of the intention to propose that person for appointment or
re-appointment in the form and manner set out in the Company's
articles of association.
Each Director who is appointed by the Directors (and who has not
been elected as a Director of the Company by the members at a
general meeting held in the interval since his appointment as a
Director of the Company) is to be subject to election as a Director
of the Company by the members at the first Annual General Meeting
of the Company following his or her appointment. At each Annual
General Meeting of the Company one third of the Directors for the
time being, or if their number is not three or an integral multiple
of three the number nearest to but not exceeding one-third, are to
be subject to re-election.
The Companies Act allows shareholders in general meeting by
ordinary resolution (requiring a simple majority of the persons
voting on the relevant resolution) to remove any Director before
the expiration of his or her period of office, but without
prejudice to any claim for damages which the Director may have for
breach of any contract of service between him or her and the
Company.
A person also ceases to be a Director if he or she resigns in
writing, ceases to be a director by virtue of any provision of the
Companies Act, becomes prohibited by law from being a Director,
becomes bankrupt or is the subject of a relevant insolvency
procedure, or becomes of unsound mind, or if the Board so decides
following at least six months' absence without leave or if he or
she becomes subject to relevant procedures under the mental health
laws, as set out in the Company's articles of association.
Powers of the Directors
Subject to the provisions of the Companies Act, the memorandum
and articles of association of the Company and any directions given
by shareholders by special resolution, the articles of association
specify that the business of the Company is to be managed by the
Directors, who may exercise all the powers of the Company, whether
relating to the management of the business or not. In particular,
the Directors may exercise on behalf of the Company its powers to
purchase its own shares to the extent permitted by
shareholders.
Auditor
Grant Thornton UK LLP offers itself for reappointment as
auditor. In accordance with S489(4) of the Companies Act 2006 a
resolution to reappoint Grant Thornton UK LLP as auditor and to
authorise the Directors to fix their remuneration will be proposed
at the forthcoming Annual General Meeting.
On behalf of the Board.
Robin Morrison
Director
15 May 201
Report of the Directors - Directors' Remuneration Report
Introduction
This report is submitted in accordance with schedule 8 of the
Large and Medium Sized Companies and Groups (Accounts and Reports)
Regulations 2008, in respect of the year ended 28 February 2013.
The information included in this report is not subject to audit
except where specified. This report also meets the Financial
Services Authority's Listing Rules and describes how the Board has
applied the principles relating to Directors' remuneration set out
in UK Corporate Governance Code (issued June 2010)
Consideration by the Directors of Matters Relating to Directors'
Remuneration
The Board as a whole considers Directors' remuneration and has
not appointed a separate committee in this respect. The Board has
not sought advice or services from any person in respect of its
consideration of Directors' remuneration during the year.
Statement of the Company's Policy on Directors' Remuneration
The Board consists entirely of Non-Executive Directors, who meet
at least four times a year and on other occasions as necessary, to
deal with the Company's affairs. Directors are appointed with the
expectation that they will serve for the five to six year expected
life of the Company.
Each Director has a service contract. Each Director has a notice
period of three months and a Director may resign by notice in
writing to the Board at any time. None of the Directors is entitled
to compensation payable upon early termination of their contract
other than in respect of any unexpired notice period.
The information within this
table is audited:
Unexpired Emoluments Emoluments
term of contract for the year for the year
at Annual rate ended 28 ended
28 February of Directors' February 29 February
Date of Contract 2013 fees 2013 2012
GBP GBP
Robin Morrison,
Chairman 14-Sep-2009 N/A 15,000 15,000 15,000
Robert Reid 14-Sep-2009 N/A 12,500 12,500 12,500
Alexis Prenn 14-Sep-2009 N/A 12,500 12,500 12,500
40,000 40,000
Employers NI contributions 2,420 2,592
Total Emoluments 42,420 42,592
--------------------------------------------------------------------- --------------- -------------- --------------
The Company's policy is that the fees payable to the Directors
should reflect the time spent by the Board on the Company's affairs
and the responsibilities borne by the Directors and should be
sufficient to enable candidates of highcalibre to be recruited.
The Company's policy is for the Directors to be remunerated in
the form of fees, payable quarterly in arrear, to the Directors
personally. The fees are not specifically related to the Directors'
performance, either individually or collectively. There are no
long-term incentive schemes, share option schemes or pension
schemes in place. No other remuneration or compensation was paid or
payable by the Company during the year to any of the Directors.
Insurance cover has been provided by the Company to indemnify
the Directors against certain liabilities which may be incurred by
the Directors in relation to the Company's affairs.
Remuneration Committee
Since the Board consists solely of Non-Executive Directors, a
Remuneration Committee is not considered necessary.
Share Dealings
There have been no trades in the Company's shares to date.
Therefore, no performance graph comparing the share price of the
Company over the year ended 28 February 2013 with the total return
from a notional investment in the FTSE All-Share index over the
same period has been included.
No market maker has been appointed and therefore no current bid
and offer price is available for the Company's shares. However the
Board's policy is to buy back shares from shareholders at a 10%
discount to net asset value. The Company will produce a graph of
its share performance once there is sufficient activity to mean
that the graph would be meaningful to shareholders.
On behalf of the Board
Robin Morrison
Chairman
15 May 2013
Report of the Directors - Corporate Governance
The Board of TP10 VCT plc has considered the principles and
recommendations of the Association of Investment Companies Code of
Corporate Governance (AIC Code) by reference to the Association of
Investment Companies Corporate Governance Guide for Investment
Companies (AIC Guide). The AIC Code, as explained by the AIC Guide,
addresses all the principles set out in the UK Corporate Governance
Code (June 2010), as well as setting out additional principles and
recommendations on issues that are of specific relevance to the
Company. The Board considers that reporting against principles and
recommendations of the AIC Code, by reference to the AIC Guide,
which incorporates the UK Corporate Governance Code (June 2010),
will provide improved reporting to shareholders.
The Company is committed to maintaining high standards in
corporate governance and has complied with the recommendations of
the AIC Code and the relevant provisions of the UK Corporate
Governance Code (June 2010), except as set out at the end of this
report in the Compliance Statement.
The Corporate Governance Report forms part of the Report of the
Directors.
Board of Directors
The Company has a board of three Non-Executive Directors. Since
all Directors are Non-Executive and day-to-day management
responsibilities are sub-contracted to the Investment Manager, the
Company does not have a Chief Executive Officer. The Directors have
a range of business and financial skills which are relevant to the
Company; these are described on page 3 of this report. Directors
are provided with key information on the Company's activities,
including regulatory and statutory requirements by the Investment
Manager. The Board has direct access to company secretarial advice
and compliance services provided by the Manager, which is
responsible for ensuring that Board procedures are followed and
applicable regulations complied with. All Directors are able to
take independent professional advice in furtherance of their
duties.
Any appointment of new Directors to the Board is conducted, and
appointments made, on merit, with due regard for the benefits of
diversity on the board, including gender. All directors are able to
allocate sufficient time to the Company to discharge their
responsibilities.
The Board meets regularly on a quarterly basis, and on other
occasions as required, to review the investment performance and
monitor compliance with the investment policy laid down by the
Board. There is a formal schedule of matters reserved for Board
decision and the agreement between the Company and the Manager has
authority limits beyond which Board approval must be sought.
The Investment Manager has authority over the management of the
investment portfolio, the organisation of custodial services,
accounting, secretarial and administrative services. In practice
the Investment Manager makes investment recommendations for the
Board's approval. In addition all investment decisions involving
other VCTs managed by the Investment Manager are taken by the Board
rather than the Investment Manager. Other matters reserved for the
Board include:
-- the consideration and approval of future developments or
changes to the investment policy, including risk and asset
allocation;
-- consideration of corporate strategy;
-- approval of any dividend or return of capital to be paid to the shareholders;
-- the appointment, evaluation, removal and remuneration of the Investment Manager;
-- the performance of the Company, including monitoring the net asset value per share; and
-- monitoring shareholder profiles and considering shareholder communications.
The Chairman leads the Board in the determination of its
strategy and in the achievement of its objectives. The Chairman is
responsible for organising the business of the Board, ensuring its
effectiveness and setting its agenda, and has no involvement in the
day to day business of the Company. He facilitates the effective
contribution of the Directors and ensures that they receive
accurate, timely and clear information and that they communicate
effectively with shareholders. The Chairman does not have
significant commitments conflicting with his obligations to the
Company.
The Company Secretary is responsible for advising the Board on
all governance matters. All of the Directors have access to the
advice and services of the Company Secretary, which has
administrative responsibility for the meetings of the Board and its
committees. Directors may also take independent professional advice
at the Company's expense where necessary in the performance of
their duties. As all of the Directors are Non-Executive, it is not
considered appropriate to identify a member of the Board as the
senior Non-Executive Director of the Company.
The Company's articles of association and the schedule of
matters reserved to the Board for decision provide that the
appointment and removal of the Company Secretary is a matter for
the full Board.
The Company's articles of association require that one third of
the Directors should retire by rotation each year and seek
re-election at the Annual General Meeting, and that Directors newly
appointed by the Board should seek re-appointment at the next
Annual General Meeting. The Board complies with the requirement of
the UK Corporate Governance Code (June 2010) that all Directors are
required to submit themselves for re-election at least every three
years.
During the period covered by these Financial Statements the
following meetings were held:
Directors present 4 Full Board 2 Audit Committee
Meetings Meetings
Robin Morrison, Chairman 4 2
Robert Reid 3 (of 4) 1 (of 2)
Alexis Prenn 4 2
Audit Committee
The Board has appointed an Audit Committee of which Robin
Morrison is Chairman, which deals with matters relating to audit,
financial reporting and internal control systems. The Committee
meets as required and has direct access to Grant Thornton UK LLP,
the Company's auditor.
The Audit Committee safeguards the objectivity and independence
of the auditor by reviewing the nature and extent of non-audit
services supplied by the external auditor of the Company, seeking
to balance objectivity and value for money.
The Audit Committee's terms of reference include the following
roles and responsibilities:
-- reviewing and making recommendations to the Board in relation
to the Company's published Financial
Statements and other formal announcements relating to the Company's financial performance;
-- reviewing and making recommendations to the Board in relation
to the Company's internal control (including internal financial
control) and risk management systems;
-- periodically considering the need for an internal audit function;
-- making recommendations to the Board in relation to the
appointment, re-appointment and removal of the external auditor and
approving the remuneration and terms of engagement of the external
auditor;
-- reviewing and monitoring the external auditor's independence
and objectivity and the effectiveness of the audit process, taking
into consideration relevant UK professional regulatory
requirements;
-- monitoring the extent to which the external auditor is
engaged to supply non-audit services; and
-- ensuring that the Investment Manager has arrangements in
place for the investigation and follow-up of any concerns raised
confidentially by staff in relation to propriety of financial
reporting or other matters.
The committee reviews its terms of reference and effectiveness
annually and recommends to the Board any changes required as a
result of the review. The terms of reference are available on
request from the Company Secretary.
The Board considers that the members of the committee are
independent and collectively have the skills and experience
required to discharge their duties effectively, and that the
chairman of the committee meets the requirements of the UK
Corporate Governance Code (June 2010) as to relevant financial
experience.
The Company does not have an independent internal audit function
as it is not deemed appropriate given the size of the Company and
the nature of the Company's business. However, the committee
considers annually whether there is a need for such a function and,
if there were, would recommend it be established.
In respect of the year ended 28 February 2013, the audit
committee discharged its responsibilities by:
-- reviewing and approving the external auditor's terms of engagement and remuneration;
-- reviewing the external auditor's plan for the audit of the
Financial Statements, including identification of key risks and
confirmation of auditor independence;
-- reviewing TPIM's statement of internal controls operated in
relation to the Company's business and assessing those controls in
minimising the impact of key risks;
-- reviewing periodic reports on the effectiveness of TPIM's compliance procedures;
-- reviewing the appropriateness of the Company's accounting policies; and
-- reviewing the Company's half-yearly results statements prior to Board approval.
Internal Control
The Directors have overall responsibility for keeping under
review the effectiveness of the Company's systems of internal
controls. The purpose of these controls is to ensure that proper
accounting records are maintained, the Company's assets are
safeguarded and the financial information used within the business
and for publication is accurate and reliable; such a system can
only provide reasonable and not absolute assurance against material
misstatement or loss. The system of internal controls is designed
to manage rather than eliminate the risk of failure to achieve
business objectives. As part of this process an annual review of
the internal control systems is carried out. The review covers all
material controls including financial, operational and risk
management systems. The Directors regularly review financial
results and investment performance with the Investment Manager.
The Directors have established an ongoing process designed to
meet the particular needs of the Company in identifying, evaluating
and managing risks to which it is exposed. The process adopted is
one whereby the Directors identify the risks to which the Company
is exposed including, among others, market risk, VCT qualifying
investment risk and operational risks which are recorded on a risk
register. The controls employed to mitigate these risks are
identified and the residual risks are rated taking into account the
impact of the mitigating factors. The risk register is updated
twice a year.
TPIM is engaged to provide administrative including accounting
services and retains physical custody of the documents of title
relating to investments.
The Directors regularly review the system of internal controls,
both financial and non-financial, operated by the Company and the
Investment Manager. These include controls designed to ensure that
the Company's assets are safeguarded and that proper accounting
records are maintained.
Internal control systems include the production and review of
quarterly bank reconciliations and management accounts. The VCT is
subject to a full annual audit. The auditors are the same auditors
as other VCTs managed by the Investment Manager. The Investment
Manager's procedures are subject to internal compliance checks.
Going Concern
After making the necessary enquiries, the Directors confirm that
they are satisfied that the Company has adequate resources to
continue in business for the foreseeable future. The Board receives
regular reports from the Manager and the Directors believe that, as
no material uncertainties leading to significant doubt about going
concern have been identified, it is appropriate to continue to
apply the going concern basis in preparing the Financial
Statements. There are no borrowings or banking facilities in place
nor are they anticipated to be required going forward.
Relations with Shareholders
The Board recognises the value of maintaining regular
communications with shareholders. In addition to the formal
business of the Annual General Meeting, an opportunity is given to
all shareholders to question the Board and the Investment Manager
on matters relating to the Company's operation and performance. The
Board and the Investment Manager will also respond to any written
queries made by shareholders during the course of the year and both
can be contacted at 4-5 Grosvenor Place, London, SW1X 7HJ or on 020
7201 8989.
Compliance Statement
The Listing Rules require the Board to report on compliance with
the UK Corporate Governance Code (June 2010) provisions throughout
the accounting period. With the exception of the limited items
outlined below, the Directors consider that the Company has
complied throughout the period under review with the provisions set
out in the UK Corporate Governance Code (June 2010).
1. New Directors do not receive a full, formal and tailored
induction on joining the Board. Such matters are addressed on an
individual basis as they arise (B.4.1).
2. Due to the size of the Board and the nature of the Company's
business, a formal performance evaluation of the Board, its
committees, the individual Directors and the Chairman has not been
undertaken. Specific performance issues are dealt with as they
arise (B.6.1, B.6.3).
3. The Company does not have a senior Independent Director. The
Board does not consider such an appointment appropriate for the
Company (A.4.1).
4. The Company conducts a formal review as to whether there is a
need for an internal audit function. The Directors do not consider
that an internal audit would be an appropriate control for a
Venture Capital Trust (C.3.6).
5. As all the Directors are Non-Executive, it is not considered
appropriate to appoint a Nomination or Remuneration Committee
(D.2.1 and B.2.1).
6. The Audit committee includes three Non-Executive Directors,
one of which is not considered independent. The Board regularly
reviews the independence of its Directors but does not consider it
appropriate to appoint an additional Director to the Audit
committee (C.3.1).
On behalf of the Board
Robin Morrison,
Chairman
15 May 2013
Report of the Directors - Directors' Responsibility
Statement
The Directors are responsible for preparing the Report of the
Directors, the Directors 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
International Financial Reporting Standards (IFRSs) as adopted by
the European Union. 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 year. In preparing these Financial
Statements, the Directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgments and accounting estimates that are reasonable and prudent;
-- state whether applicable IFRSs 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 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 and the Remuneration report 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.
The Directors confirm that:
-- 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 as Directors in order to make themselves aware of any
relevant audit information and to establish that the auditor is
aware of that information.
The Company's Financial Statements are published on the TPIM
website, www.triplepoint.co.uk. The maintenance and integrity of
this website is the responsibility of TPIM and not of the Company.
Legislation in the United Kingdom governing the preparation and
dissemination of Financial Statements may differ from legislation
in other jurisdictions.
To the best of our knowledge:
-- the Financial Statements, prepared in accordance with IFRSs
as adopted by the European Union, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the
Company; and
-- the Report of the Directors includes a fair review 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
Robin Morrison
Chairman
15 May 2013
Independent auditor's report to the members of TP10 VCT plc
We have audited the Financial Statements of TP10 VCT Plc for the
year ended 28 February 2013 which comprise the Statement of
Comprehensive Income, the Balance Sheet, the Statement of Changes
in Shareholders' Equity, the Statement of Cash Flows and the
related notes. The financial reporting framework that has been
applied in their preparation is applicable law and International
Financial Reporting Standards (IFRSs) as adopted by the European
Union.
This report is made solely to the Company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Respective responsibilities of Directors and auditor
As explained more fully in the Directors' Responsibilities
Statement set out on page 26, the Directors are responsible for the
preparation of the Financial Statements and for being satisfied
that they give a true and fair view. Our responsibility is to audit
and express an opinion on the Financial Statements in accordance
with applicable law and International Standards on Auditing (UK and
Ireland). Those standards require us to comply with the Auditing
Practices Board's (APB's) Ethical Standards for Auditors.
Scope of the audit of the Financial Statements
A description of the scope of an audit of Financial Statements
is provided on the APB's website at
www.frc.org.uk/apb/scope/private.cfm.
Opinion on Financial Statements
In our opinion the Financial Statements:
-- give a true and fair view of the state of the Company's
affairs as at 28 February 2013 and of its profit for the year then
ended;
-- have been properly prepared in accordance with IFRS as adopted by the European Union; and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act
2006
In our opinion:
-- the part of the Directors' Remuneration Report to be audited
has been properly prepared in accordance with the Companies Act
2006; and
-- the information given in the Report of the Directors for the
financial year for which the Financial Statements are prepared is
consistent with the Financial Statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report to you
if, in our opinion:
-- adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not
visited by us; or
-- the Financial Statements and the part of the Directors'
Remuneration Report to be audited are not in agreement with the
accounting records and returns; or
-- certain disclosures of Directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Under the Listing Rules, we are required to review:
-- the Directors' statement, set out on page 25, in relation to going concern;
-- the part of the Corporate Governance Statement relating to
the Company's compliance with the nine provisions of the UK
Corporate Governance Code (June 2010) specified for our review;
and
-- certain elements of the report to the shareholders by the Board on Directors' remuneration.
Tracey James
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
OXFORD
15 May 2013
Statement of Comprehensive Income
For the year ended 28 February 2013
Year ended Year ended
28 February 2013 29 February 2012
---------------------------- ----------------------------
Note Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Income
Investment income 4 912 - 912 403 - 403
Loss arising on the disposal
of investments in the
year - (8) (8) - - -
Gain arising on the revaluation
of investments at the
year end - 287 287 - - -
Investment return 912 279 1,191 403 - 403
-------- -------- -------- -------- -------- --------
Expenses
Investment management
fees 5 508 170 678 174 522 696
Financial and regulatory
costs 26 - 26 24 - 24
General administration 19 - 19 14 - 14
Legal and professional
fees 6 37 - 37 47 - 47
Directors' remuneration 7 40 - 40 40 - 40
Operating expenses 630 170 800 299 522 821
-------- -------- -------- -------- -------- --------
Profit/(loss) before taxation 282 109 391 104 (522) (418)
Taxation 8 (47) 47 - - - -
Profit/(loss) after taxation 235 156 391 104 (522) (418)
-------- -------- -------- -------- -------- --------
Profit and total comprehensive
income/(loss) for the
year 235 156 391 104 (522) (418)
-------- -------- -------- -------- -------- --------
Basic & diluted earnings/(loss)
per share 9 0.78p 0.51p 1.29p 0.33p (1.72p) (1.39p)
-------- -------- -------- -------- -------- --------
The total column of this statement is the Statement of
Comprehensive Income of the Company prepared in accordance with
International Financial Reporting Standards (IFRS). The
supplementary revenue return and capital columns have been prepared
in accordance with the Association of Investment Companies
Statement of Recommended Practice (AIC SORP).
All revenue and capital items in the above statement derive from
continuing operations.
This Statement of Comprehensive Income includes all recognised
gains and losses.
The accompanying notes are an integral part of these
statements.
Balance Sheet
at 28 February 2013
Year ended Year ended
29 February
28 February 2013 2012
----------------- ------------
GBP'000 GBP'000
Non Current Assets
Financial assets at fair
value through profit
or loss 10 26,467 20,123
----------------- ------------
Current assets
Receivables 11 301 178
Cash and cash equivalents 12 459 7,535
760 7,713
----------------- ------------
Total assets 27,227 27,836
----------------- ------------
Current liabilities
Payables and accrued
expenses 13 262 263
262 263
----------------- ------------
Net Assets 26,965 27,573
================= ============
Equity attributable to
equity holders of the
Company
Share capital 14 302 302
Special distributable
reserve 27,342 28,341
Capital reserve (859) (1,015)
Revenue reserve 180 (55)
Total equity 26,965 27,573
================= ============
Net asset value per share
(pence) 16 89.35p 91.37p
================= ============
The statements were approved by the Directors and authorised for
issue on 15 May 2013 and are signed on their behalf by:
Robin Morrison
Chairman
15 May 2013
Company registration number 6985211.
The accompanying notes are an integral part of this
statement.
Statement of Changes in Shareholders' Equity
For the year ended 28 February 2013
Special
Issued Distributable Capital Revenue
Capital Reserve Reserve Reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Year ended 28 February
2013
Balance at 29 February
2012 302 28,341 (1,015) (55) 27,573
-------- -------------- -------- -------- --------
Dividends paid - (999) - - (999)
--------
Transactions with owners - (999) - - (999)
-------- -------------- -------- -------- --------
Profit after tax - - 156 235 391
Total comprehensive profit
for the year - - 156 235 391
-------- -------------- -------- -------- --------
Balance at 28 February
2013 302 27,342 (859) 180 26,965
======== ============== ======== ======== ========
Capital reserve consists
of:
Investment holding gains 287
Other realised losses (1,146)
(859)
========
Year ended 29 February
2012
Balance at 1 March 2011 302 28,341 (493) (159) 27,991
-------- -------------- -------- -------- --------
(Loss)/profit after tax - - (522) 104 (418)
Total comprehensive (loss)/profit
for the year - - (522) 104 (418)
-------- -------------- -------- -------- --------
Balance at 29 February
2012 302 28,341 (1,015) (55) 27,573
======== ============== ======== ======== ========
Capital reserve consists
of:
Other realised losses (1,015)
(1,015)
========
The capital reserve represents the proportion of Investment
Management fees charged against capital and realised/unrealised
gains or losses on the disposal/revaluation of investments. The
capital reserve is not distributable. The special distributable
reserve was created on court cancellation of the share premium
account. The revenue and special distributable reserve are
distributable by way of dividend.
Statement of Cash Flows
For the year ended 28 February 2013
Year ended Year ended
28 February 29 February
2013 2012
GBP'000 GBP'000
Cash flows from operating activities
Profit/(loss) before taxation 391 (418)
Loss arising on the disposal
of investments in the year 8 -
(Gain) arising on the revaluation
of investments at the year
end (287) -
Cash generated by operations 112 (418)
(Increase) in receivables (123) (149)
(Decrease)/Increase in payables
and accruals (1) 42
Net cash flow from operating
activities (12) (525)
------------ ------------
Cash flow from investing activities
Purchase of financial assets
at fair value through profit
or loss (8,300) (19,228)
Sales of financial assets at
fair value through profit and
loss 2,235 25,635
Net cash flows from investing
activities (6,065) 6,407
------------ ------------
Cash flows from financing activities
Dividends paid (999) -
Net cash flows from financing
activities (999) -
------------ ------------
Net (decrease)/increase in
cash and cash equivalents (7,076) 5,882
============ ============
Reconciliation of net cash
flow to movements in cash and
cash equivalents
Cash and cash equivalents at
29 February 2012 7,535 1,653
Net (decrease)/increase in
cash and cash equivalents (7,076) 5,882
Cash and cash equivalents at
28 February 2013 459 7,535
============ ============
The accompanying notes are an integral part of these
statements.
Notes to the Financial Statements
1 Corporate Information
The Financial Statements of the Company for the year ended 28
February 2013 were authorised for issue in accordance with a
resolution of the Directors on 15 May 2013.
The Company applied for listing on the London Stock Exchange on
29 January 2010.
TP10 VCT plc is incorporated and domiciled in Great Britain. The
address of TP10 VCT plc's registered office, which is also its
principal place of business, is 4-5 Grosvenor Place, London, SW1X
7HJ.
TP10 VCT plc's Financial Statements are presented in Pounds
Sterling (GBP) which is also the functional currency of the
Company, rounded to the nearest thousand.
The principal activity of the Company is investment. The
Company's investment strategy is to offer combined exposure to cash
or cash based funds and venture capital investments focused on
companies with contractual revenues from financially secure
counterparties.
2 Basis of Preparation and Accounting Policies
Basis of Preparation
After making the necessary enquiries, the Directors confirm that
they are satisfied that the Company has adequate resources to
continue in business for the foreseeable future. The Board receives
regular reports from the Investment Manager and the Directors
believe that, as no material uncertainties leading to significant
doubt about going concern have been identified, it is appropriate
to continue to apply the going concern basis in preparing the
Financial Statements. There are no borrowings or banking facilities
in place nor are they anticipated to be required in future.
The Financial Statements of the Company for the year to 28
February 2013 have been prepared in accordance with International
Financial Reporting Standards ("IFRS") adopted for use in the
European Union and complied with the Statement of Recommended
Practice: "Financial Statements of Investment Trust Companies and
Venture Capital Trusts" (SORP) issued by the Association of
Investment Companies (AIC) in January 2009, in so far as this does
not conflict with IFRS.
The Financial Statements are prepared on a historical cost basis
except that investments are shown at fair value through profit or
loss.
The preparation of Financial Statements in conformity with IFRS
requires management to make judgements, estimates and assumptions
that affect the application of policies and the reported amounts of
assets and liabilities, income and expenses. The estimates and
associated assumptions are based on historical experience and
various other factors believed to be reasonable under the
circumstances, the results of which form the basis of making the
judgements about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ
from these judgements.
The estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of assets and
liabilities relate to:
-- the valuation of unlisted financial investments held at fair
value through profit or loss, which are valued on the basis noted
below (in the section headed non-current asset investments).
-- the recognition or otherwise of accrued income on loan notes
and similar instruments granted to investee companies, which are
assessed in conjunction with the overall valuation of unlisted
financial investments as noted above.
The key judgements made by Directors are in the valuation of
non-current assets. The estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the
revision affects that period or in the period of revision and
future periods if the revision affects both current and future
periods. The carrying value of investments is disclosed in note
10.
The Directors do not believe that there are any further key
judgements made in applying accounting policies or estimates in
respect of the Financial Statements.
These Financial Statements have been prepared in accordance with
the accounting policies set out below which are based on the
recognition and measurement principles of IFRS in issue as adopted
by the European Union (EU).
These accounting policies have been applied consistently in
preparing these Financial Statements.
Standards issued but not yet effective
The following new standards, amendments to standards and
interpretations are not yet effective for the year ended 28
February 2013, and have not been applied in preparing these
Financial Statements.
-- IFRS 9 Financial Instruments (effective 1 January 2015)
-- IFRS 12 Disclosure of Interests in Other Entities (effective 1 January 2013)
-- IFRS 13 Fair Value Measurement (effective 1 January 2013)
-- IAS 27 (Revised), Separate Financial Statements (effective 1 January 2013)
-- Presentation of Items of Other Comprehensive Income -
Amendments to IAS 1 (effective 1 July 2012)
-- Disclosures - Offsetting Financial Assets and Financial
Liabilities - Amendments to IFRS 7 (effective 1 January 2013)
-- Offsetting Financial Assets and Financial Liabilities -
Amendments to IAS 32 (effective 1 January 2014)
-- Mandatory Effective Date and Transition Disclosures -
Amendments to IFRS 9 and IFRS 7 (effective 1 January 2015)
-- Annual Improvements 2009-2011 Cycle (effective 1 January 2013)
-- Transition Guidance - Amendments to IFRS 10, IFRS 11 and IFRS 12 (effective 1 January 2013)
-- Investment Entities - Amendments to IFRS 10, IFRS 12 and IAS 27 (effective 1 January 2014)
All of these changes will be applied by the Company from the
effective date but none of them is expected to have a significant
impact on the Company's Financial Statements.
Presentation of Statement of Comprehensive Income
In order better to reflect the activities of a Venture Capital
Trust, and in accordance with the guidance issued by the
Association of Investment Companies, supplementary information
which analyses the Statement of Comprehensive Income between items
of a revenue and capital nature has been presented alongside the
Income Statement. Prior to 6 April 2012 in accordance with the
Company's status as a UK Investment Company under S833 of the
Companies Act 2006, net capital returns could not be distributed by
way of dividend.
Capital Management
Capital management is monitored and controlled using the
internal control procedures set out on page 24. The capital being
managed includes equity and fixed interest VCT qualifying
investments, cash balances and liquid resources including debtors
and creditors.
The Company's objectives when managing capital are:
-- to safeguard its ability to continue as a going concern, so
that it can continue to provide returns to shareholders and
benefits for other stakeholders;
-- to ensure sufficient liquid resources are available to meet
the funding requirements of its investments and to fund new
investments where identified.
The Company has no external debt; consequently all capital is
represented by the value of share capital, distributable and other
reserves. Total Shareholder equity at 28 February 2013 was GBP27.0
million (2012: GBP27.6 million).
Non-Current Asset Investments
The Company invests in financial assets with a view to profiting
from their total return through income and capital growth. These
investments are managed and their performance is evaluated on a
fair value basis in accordance with the investment policy detailed
in the Directors' Report on page 15, and information about the
portfolio is provided internally on that basis to the Company's
Board of Directors. Accordingly upon initial recognition the
investments are designated by the Company as "at fair value through
profit or loss" in accordance with IAS39 "Financial instruments
recognition and measurement". They are included initially at fair
value, which is taken to be their cost (excluding expenses
incidental to the acquisition which are written off in the
Statement of Comprehensive Income and allocated to "capital" at the
time of acquisition). Subsequently the investments are valued at
"fair value", which is the amount for which an asset can be
exchanged between knowledgeable willing parties in an arm's length
transaction. This is measured as follows:
-- Unlisted investments are fair valued by the Directors in
accordance with the International Private Equity and Venture
Capital Valuation Guidelines. Fair value is established by using
measurements of value such as price of recent transactions,
earnings multiples and net assets.
-- Listed investments are fair valued at bid price on the relevant date.
Money market funds are valued based on the bid price quoted on
the balance sheet date.
Where securities are designated upon initial recognition as at
fair value through profit or loss, gains and losses arising from
changes in fair value are included in the Statement of
Comprehensive Income for the year as capital items in accordance
with the AIC SORP. The profit or loss on disposal is calculated net
of transaction costs of disposal.
Investments are recognised as financial assets on legal
completion of the investment contract and are de-recognised on
legal completion of the sale of an investment.
Income
Investment income includes interest earned on bank balances and
money market funds and includes income tax withheld at source.
Dividend income is shown net of any related tax credit and is
brought into account on the ex-dividend date.
Fixed returns on investment loans, debt and money market funds
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 the accruals basis. Expenses
are charged to revenue with the exception of the investment
management fee, which this year has been charged 75% to the revenue
account and 25% to the capital account (2012: 25% revenue, 75%
capital) 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. The impact of this
change reduces the revenue reserve and increases the capital
reserve.
Taxation
Corporation tax payable is applied to profits chargeable to
corporation tax, if any, at the current rate in accordance with IAS
12 "Income Taxes". The tax effect of different items of income/gain
and expenditure/loss is allocated between capital and revenue on
the "marginal" basis as recommended by the SORP.
In accordance with IAS 12, deferred tax is recognised using the
balance sheet method providing for temporary differences between
the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes. A
deferred tax asset is recognised to the extent that it is probable
that future taxable profits will be available against which
temporary difference can be utilised. Deferred tax is measured at
the tax rates that are expected to be applied to the temporary
differences when they reverse, based on the laws that have been
enacted or substantively enacted by the reporting date. The
Directors have considered the requirements of IAS 12 and do not
believe that any provision should be made.
Financial Instruments
The Company's principal financial assets are its investments and
the accounting policies in relation to those assets are set out
above. Financial liabilities and equity instruments are classified
according to the substance of the contractual arrangements entered
into. An equity instrument is any contract that evidences a
residual interest in the assets of the entity after deducting all
of its financial liabilities. Where the contractual terms of share
capital do not have any terms meeting the definition of a financial
liability then this is classed as an equity instrument. Dividends
and distributions relating to equity instruments are debited direct
to equity.
Issued Share Capital
Ordinary shares are classified as equity because they do not
contain an obligation to transfer cash or another financial asset.
Issue costs associated with the allotment of shares have been
deducted from the share premium account in accordance with IAS
32.
Cash and Cash Equivalents
Cash and cash equivalents represent cash available at less than
3 months' notice are classified as loans and receivables under IAS
39.
Reserves
The revenue reserve (retained earnings) and capital reserve
reflect the guidance in the AIC SORP. The capital reserve
represents the proportion of Investment Management fees charged
against capital and realised/unrealised gains or losses on the
disposal/revaluation of investments. The capital reserve is not
distributable. The special distributable reserve was created on
court cancellation of the share premium account. The revenue and
special distributable reserve are distributable by way of
dividend.
3. Segmental Reporting
The Company only has one class of business, being investment
activity. All revenues and assets are generated and held in the
UK.
4. Investment Income
Year ended Year ended
28 February 2013 29 February 2012
---------------------------- ----------------------------
Rev. Cap. Total Rev. Cap. Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Interest receivable on cash
and cash equivalents 2 - 2 16 - 16
Dividends receivable on money
market funds 1 - 1 133 - 133
Short term loan interest 18 - 18 - - -
Loan stock interest 891 - 891 254 - 254
912 - 912 403 - 403
-------- -------- -------- -------- -------- --------
5. Investment Management Fees
Triple Point Investment Management LLP provides investment
management and administration services to the Company under an
Investment Management Agreement effective 29 January 2010. The
agreement provides for an administration and investment management
fee of 2.50% per annum of net assets calculated and payable
quarterly in arrear and runs for a period of 5 years and may be
terminated at any time thereafter by not less than twelve months'
notice given by either party. Should notice of termination be
given, the Investment Manager would perform its duties under the
Investment Management Agreement and receive its management fee
during the notice period.
6. Legal and Professional Fees
Legal and professional fees include remuneration paid to the
Company's auditor, Grant Thornton UK LLP as shown in the following
table:
` Year ended Year ended
28 February 2013 29 February 2012
---------------------------- ----------------------------
Rev. Cap. Total Rev. Cap. Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Fees payable to the Company's
auditor:
for the audit of the Company
accounts 20 - 20 15 - 15
for taxation compliance services 5 - 5 3 - 3
25 - 25 18 - 18
-------- -------- -------- -------- -------- --------
7. Directors' Remuneration
The only remuneration received by the Directors was their
directors' fees. The Company has no employees other than the
Non-Executive Directors. The average number of Non-Executive
Directors in the year was three. Full disclosure of Director's
remuneration is included in the Directors' Remuneration report.
Year ended Year ended
28 February 2013 29 February 2012
---------------------------- ----------------------------
Rev. Cap. Total Rev. Cap. Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Robin Morrison, Chairman 15 - 15 15 - 15
Robert Reid 13 - 13 13 - 13
Alexis Prenn 12 - 12 12 - 12
40 - 40 40 - 40
-------- -------- -------- -------- -------- --------
8. Taxation
Capital gains and losses are exempt from corporation tax due to
the Company's status as a Venture Capital Trust.
Year ended Year ended
28 February 2013 29 February 2012
---------------------------- ----------------------------
Rev. Cap. Total Rev. Cap. Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Profit/(loss) on ordinary activities
before tax 282 109 391 104 (522) (418)
-------- -------- -------- -------- -------- --------
Corporation tax @ 20% 56 22 78 21 (104) (83)
Effect of:
Utilisation of tax losses b/fwd (9) (13) (22) (21) - (21)
Non taxable items - (56) (56) - - -
Unrelieved tax losses arsing
in the year - - - - 104 104
Tax charge/credit for the period 47 (47) - - - -
-------- -------- -------- -------- -------- --------
Excess Management charges of GBP1,080,000 (2012: GBP1,052,000)
have been carried forward at 28 February 2013 and are available for
offset against future taxable income subject to agreement with HM
Revenue & Customs.
9. Earnings/(loss) per Share
The earnings per share is based on a profit from ordinary
activities after tax of GBP390,744 (2012: loss of GBP418,765), and
on the weighted average number of shares in issue during the period
of 30,178,014 (2012: 30,178,014).
10. Financial Assets at Fair Value through Profit or Loss
Investments
Fair Value Hierarchy:
Level 1: quoted prices on active markets for identical assets or
liabilities. The fair value of financial instruments traded on
active markets is based on quoted market prices at the balance
sheet date, A market is regarded as active if quoted prices are
readily and regularly available, and those prices represent actual
and regularly occurring market transactions on an arm's length
basis. The quoted market price used for financial assets held by
the Company is the current bid price. These instruments are
included in level 1.
Level 2: the fair value of financial instruments that are not
traded in active markets is determined by using valuation
techniques. These valuation techniques maximise the use of
observable market data where it is available and rely as little as
possible on entity specific estimates. If all significant inputs
required to fair value an instrument are observable, the instrument
is included in level 2.
Level 3: the fair value of financial instruments that are not
traded on an active market (for example, investments in unquoted
companies) is determined by using valuation techniques such as
earnings multiples and discounted cash flows. If one or more of the
significant inputs is not based on observable market data, the
instrument is included in level 3.
There have been no transfers between these classifications in
the period. Any change in fair value is recognised through the
Statement of Comprehensive Income.
Further details of these investments are provided in the
Investment Manager's Review and Investment Portfolio.
All items held at fair value through the income statement were
designated as such upon initial recognition.
Level 3 valuations include assumptions based on non-observable
data, such as discounts applied either to reflect the revaluation
of the Investee Company's financial assets, or the price of recent
investments, or valuations of investments based on their net asset
values.
Movements in investments held at fair value through the profit
or loss during the year to 28 February 2013 were as follows:
Level 1 Level 3
Quoted Unquoted
Investments Investments Total
GBP'000 GBP'000 GBP'000
Year ended 28 February 2013
Opening Cost 295 19,828 20,123
Opening investment holding gains /
(losses) - - -
Opening fair value at 1 March 2012 295 19,828 20,123
Purchases at cost - 8,300 8,300
Disposal proceeds (295) (1,940) (2,235)
Losses arising from the disposal of
investment - (8) (8)
Investment holding Gains - 287 287
Closing fair value at 28 February
2013 - 26,467 26,467
============ ============ =========
Closing cost - 26,180 26,180
Closing investment holding gains /
(losses) - 287 287
------------ ------------ ---------
Year ended 29 February 2012
Opening Cost 24,130 2,400 26,530
Opening unrealised (loss) / gain - - -
Opening fair value at 1 March 2011 24,130 2,400 26,530
Purchases at cost - 19,228 19,228
Disposal proceeds (23,835) (1,800) (25,635)
Closing fair value at 29 February
2012 295 19,828 20,123
============ ============ =========
Closing cost 295 19,828 20,123
Closing investment holding gains /
(losses) - - -
------------ ------------ ---------
All investments are designated as fair value through the profit
or loss at the time of acquisition and all capital gains or losses
arising on investments are so designated. Given the nature of the
Company's venture capital investments, the changes in fair values
of such investments recognised in these Financial Statements are
not considered to be readily convertible to cash in full at the
balance sheet date and accordingly any gains or losses on these
items are treated as unrealised.
The initial best estimate of fair value for the investments made
during the year is the transaction price which is cost. The
Investment Manager has considered the impact of the reasonably
possible movement in key inputs on the fair value of its
investments and the impact on the Solar companies has been
recognised but on the other investment companies the impact on
value was not material and therefore no adjustment has been
made.
11. Receivables
28 February 29 February
2013 2012
GBP'000 GBP'000
Receivables 270 161
Accrued income 24 -
Prepaid expenses 7 17
301 178
------------ ------------
12. Cash and Cash Equivalents
Cash and cash equivalents comprise deposits with The Royal Bank
of Scotland plc.
13. Payables and Accrued Expenses
28 February 29 February
2013 2012
GBP'000 GBP'000
Payables 1 71
Other taxation and social
security 4 -
Accruals and deferred income 257 192
262 263
------------ ------------
14. Share Capital
28 February 29 February
2013 2012
Ordinary Shares of 1p
Authorised
Number of shares 60,000,000 60,000,000
Par Value GBP'000 600 600
Issued & Fully Paid
Number of shares 30,178,014 30,178,014
Par Value GBP'000 302 302
15. Financial Instruments and Risk Management
The Company's financial instruments comprise VCT qualifying
investments, cash balances and liquid resources including debtors
and creditors. The Company holds financial assets in accordance
with its investment policy detailed in the Directors' Report on
page 15.
The following table discloses the financial assets and
liabilities of the Company in the categories defined by
IAS 39, "Financial Instruments; Recognition &
Measurement."
Fair value
through
Loan and Amortised profit
Total value receivables cost or loss
GBP'000 GBP'000 GBP'000 GBP'000
28 February 2013
Assets:
Financial assets at
fair value through profit
or loss 26,467 - - 26,467
Receivables 270 270 - -
Accrued income 24 24
Cash and cash equivalents 459 459 - -
27,220 753 - 26,467
------------ ------------- ---------- -----------
Liabilities:
Other payables 1 - 1 -
Taxation payable 4 4
Accrued expenses 190 - 190 -
195 - 195 -
------------ ------------- ---------- -----------
29 February 2012
Assets:
Financial assets at
fair value through profit
or loss 20,123 - - 20,123
Receivables 161 161 - -
Accrued income - - - -
Cash and cash equivalents 7,535 7,535 - -
27,819 7,696 - 20,123
------------ ------------- ---------- -----------
Liabilities:
Other payables 71 - 71 -
Accrued expenses 192 - 192 -
263 - 263 -
------------ ------------- ---------- -----------
Fixed Asset Investments (see note 10) are valued at fair value.
Unquoted investments are carried at fair value as determined by the
Directors in accordance with current venture capital industry
guidelines. The fair value of all other financial assets and
liabilities is represented by their carrying value in the balance
sheet. The Directors believe that where the investee company's
enterprise value remains unchanged since acquisition, investments
continue to be held at cost less any loan repayments received.
Where they consider the investee company's enterprise value has
changed since acquisition, investments are held at a value measured
using a discounted cash flow model.
In carrying out its investment activities, the Company is
exposed to various types of risk associated with the financial
instruments and markets in which it invests. The Company's approach
to managing its risks is set out below together with a description
of the nature of the financial instruments held at the balance
sheet date.
Market Risk
The Company's VCT qualifying investments are held in small and
medium-sized unquoted investments which, by their nature, entail a
higher level of risk and lower liquidity than investments in large
quoted companies. The Directors and Investment Manager aim to limit
the risk attached to the portfolio as a whole by careful selection
and timely realisation of investments, by carrying out rigorous due
diligence procedures and by maintaining a spread of holdings in
terms of industry sector and geographical location. The Board
reviews the investment portfolio with the Investment Manager on a
regular basis. Details of the Company's investment portfolio at the
balance sheet date are set out on page 8 to 9.
An increase of 1% in the value of investments would increase the
capital profits for the period and the net asset value at 28
February 2013 by GBP262,000. A decrease of 1% would reduce the
capital profits and net asset value by the same amount. A movement
of 1% is used as it is a multiple to demonstrate the impact of
varying changes on the capital profits and net asset value of the
Company.
Interest Rate Risk
Some of the Company's financial assets are interest bearing, of
which some are fixed rates and some at variable rates. As a result,
the Company is exposed to interest rate risk due to fluctuations in
the prevailing levels of market interest rates.
Investments made into qualifying holdings are part equity and
part loan. The loan element of investments totals GBP15,453,000
(2012: GBP11,353,000) and is subject to fixed interest rates for
the five year loan terms and therefore other than the fair value
risk of the value of the investments diminishing, there is not an
interest rate risk associated with these loans.
The amounts held in variable rate investments at the balance
sheet date are as follows:
28 February 29 February
2013 2012
GBP'000 GBP'000
Cash on Deposit 459 7,535
Money market funds - 295
459 7,830
------------ ------------
An increase in interest rates of 1% per annum would not have a
material effect on the revenue for the year and the net asset value
at 28 February 2013. The Board believes that in the current
economic climate a movement of 1% is a reasonable expectation.
Credit Risk
Credit risk is the risk that a counterparty will fail to
discharge an obligation or 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 value of the
financial assets represent the maximum credit risk exposure at the
balance sheet date.
28 February 29 February
2013 2012
GBP'000 GBP'000
Non Qualifying Investments 3,292 1,965
Qualifying Investments
- loans 15,453 11,353
Cash on Deposit 459 7,535
Receivables and accrued
income 294 161
Money market funds - 295
19,498 21,309
------------ ------------
The Company's bank accounts are maintained with RBS Bank Plc
("RBS"). Should the credit quality or financial position of RBS
deteriorate significantly, the Investment Manager will move the
cash holdings to another bank.
Credit risk relating to listed money market funds is mitigated
by the funds themselves investing in a portfolio of investment
instruments of high credit quality.
Credit risk arising on unquoted loan stock held within unlisted
investments is considered to be part of market risk as disclosed
above.
Liquidity Risk
The Company's financial assets include investments in unquoted
equity securities which are not traded on a recognised stock
exchange and which are illiquid. As a result the Company may not be
able to realise some of its investments in these instruments
quickly at an amount close to their fair value in order to meet its
liquidity requirements.
The Company's liquidity risk is managed on a continuing basis by
the Investment Manager in accordance with policies and procedures
laid down by the Board. The Company's overall liquidity risks are
monitored by the Board on a quarterly basis.
The Board maintains a liquidity management policy where
sufficient cash will be available to pay expenses. At 28 February
2013 cash held by the Company amounted to GBP459,000 (29 February
2012: GBP7,830,000).
Foreign Currency Risk
The Company does not have exposure to material foreign currency
risks.
16. Net Asset Value per Share
The calculation of net asset value per share is based on net
assets of GBP26,965,000 (2012: GBP27,573,000)divided by the
30,178,014 (2012: 30,178,014) shares in issue.
17. Commitments and Contingencies
The Company has no outstanding commitments or contingent
liabilities.
18. Relationship with Investment Manager
During the year, TPIM received GBP677,854 which has been
expensed (2012: GBP696,346), for providing management and
administrative services to the Company. At 28 February 2013
GBP168,577 was owing to TPIM (2012: GBP185,148).
19. Related Party Transactions
There are no related party transactions which require
disclosure.
20. Post Balance Sheet Events
There have been no post balance sheet events since the year
end.
21. Dividend
On 10 August 2012 the Company paid its first dividend of GBP1
million equal to 3.31p per share.
The Board has resolved to pay a dividend to shareholders of GBP1
million equal to 3.31p per share which will be paid on 12 July 2013
to shareholders on the register on 28 June 2013.
Notice of Annual General Meeting
NOTICE is hereby given that the Annual General Meeting of TP10
VCT plc will be held at 4-5 Grosvenor Place, London, SW1X 7HJ at
11.30 am on Thursday, 11 July 2013 for the following purposes:
Ordinary Business
1. To receive, consider and adopt the Report of the Directors
and Financial Statements for the period ended 28 February 2013.
2. To approve the Directors' Remuneration Report for the period
ended 28 February 2013.
3. To re-elect Robert Reid as a Director.
4. To re-elect Alexis Prenn as a Director.
5. To re-appoint Grant Thornton UK LLP as auditor and authorise
the Directors to agree their remuneration.
6. That, the Company be and is hereby authorised in accordance
with S701 of the Companies Act 2006 (the "Act") to make one or more
market purchases (as defined in S693(4) of the Act) of Ordinary
shares of 1 pence each in the Company provided that:
(i) the maximum aggregate number of Ordinary shares authorised
to be purchased is an amount equal to 10 per cent of the issued
capital as at the date hereof;
(ii) the minimum price which may be paid for an Ordinary share
is 1 pence; and
(iii) the maximum price, exclusive of expenses, that may be paid
for an Ordinary share shall not be more than 105% of the average of
the middle market prices for the Ordinary shares as derived from
the Daily Official List of the UK Listing Authority for the five
business days immediately preceding the day on which the Ordinary
share is purchased.
This authority shall expire at the conclusion of the next Annual
General Meeting of the Company or 15 months following the date of
the passing of this Resolution, whichever is the first to occur
(unless previously renewed, varied or revoked by the Company in
general meeting), provided that the Company may, before such
expiry, make a contract to purchase its own shares which would or
might be executed wholly or partly after such expiry, and the
Company may make a purchase of its own shares in pursuance of such
contract as if the authority hereby conferred had not expired.
7. To authorise the provision of information to shareholders by
electronic means.
8. That, in addition to existing authorities, the Directors of
the Company be and hereby are generally and unconditionally
authorised in accordance with Section 551 of the CA 2006 to
exercise all the powers of the Company to allot and issue shares in
the capital of the Company and to grant rights to subscribe for or
to convert any security into shares in the Company up to an
aggregate nominal amount of GBP30,200, provided that, the authority
conferred by this resolution 8 shall expire on the conclusion of
the annual general meeting of the Company to be held in 2014
(unless renewed, varied or revoked by the Company in a general
meeting) but so that this authority shall allow the Company to make
before the expiry of this authority offers or agreements which
would or might require shares to be allotted or rights to be
granted after such expiry.
9. That, the directors of the Company be and hereby are
empowered pursuant to Sections 570 and 573 of the CA 2006 to allot
or make offers to or agreements to allot equity securities (which
expression shall have the meaning ascribed to it in Section 560(1)
of the CA 2006) for cash pursuant to the authority given pursuant
to resolution 8, as if Section 561(1) of the CA 2006 did not apply
to such allotment, provided that the power provided by this
resolution 9 shall expire on the conclusion of the annual general
meeting of the Company to be held in 2014 (unless renewed, varied
or revoked by the Company in general meeting).
By Order of the Board
Robin Morrison
Director
Registered Office:
4-5 Grosvenor Place
London, SW1X 7HJ 15 May 2013
Notes:
(i) A member entitled to vote at the Meeting is entitled to
appoint one or more proxies to attend and, on a poll, vote on his
or her behalf. A proxy need not be a member of the Company.
(ii) A form of proxy is enclosed. To be effective, the
instrument appointing a proxy (together with the power of attorney
or other authority, if any, under which it is signed, or a
certified copy of such power or authority) must be deposited at or
posted to the office of the registrars of the Company, Neville
Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West
Midlands B63 3DA, so as to be received not less than 48 hours
before the time fixed for the Meeting. Completion and return of the
form of proxy will not preclude a member from attending or voting
at the Meeting in person if he or she so wishes.
(iii) Members who hold their shares in uncertificated form must
be entered in the Company's register of Members 48 hours before the
Meeting to be entitled to attend or vote at the Meeting. Such
shareholders may only cast votes in respect of Ordinary Shares held
by them at such time.
(iv) Copies of the service contracts of each of the Directors,
the register of Directors' interests in shares of the Company kept
in accordance with the Listing Rules and a copy of the Memorandum
and Articles of Association of the Company, will be available for
inspection at the registered offer of the Company during usual
business hours on any week day (Saturdays and public holidays
excepted) from the date of this notice until the date of the Annual
General Meeting and at the place of the Annual General Meeting from
at least 15 minutes prior to and until the conclusion of the Annual
General Meeting.
Form of Proxy
Relating to the 2013 Annual General Meeting of TP10 VCT plc
I/We............................................................................................................
..............................
BLOCK CAPITALS PLEASE - Name in which shares registered
of..............................................................................................................
...............................
................................................................................................................
................................
or failing him/her the Chairman of the meeting to be my/our
proxy and vote for me/us on my/our behalf at the Annual General
Meeting of the Company to be held on 11.30am on Thursday 11 July
2013, notice of which was sent to shareholders with the Directors'
Report and the accounts for the period ended 28 February 2013, and
at any adjournment thereof. The proxy will vote as indicated below
in respect of the resolutions set out in the notice of meeting:
Resolution number For Against Withheld
------------------------------------------------ ---- -------- ---------
1. To receive, consider and adopt the
Report of the Directors and the Financial
Statements for the period ended 28
February 2013
--- ------------------------------------------- ---- -------- ---------
2. To approve the Directors' Remuneration
Report for the period ended 28 February
2013
--- ------------------------------------------- ---- -------- ---------
3. To re-elect Robert Reid as a Director
--- ------------------------------------------- ---- -------- ---------
4. To re-elect Alexis Prenn as a Director
--- ------------------------------------------- ---- -------- ---------
5. To re-appoint Grant Thornton UK LLP
as auditor and authorise the Directors
to agree their remuneration
--- ------------------------------------------- ---- -------- ---------
6. To authorise the Directors to make
market purchases of the Company's
own shares (Special Resolution)
--- ------------------------------------------- ---- -------- ---------
7. To authorise the provision of information
to shareholders by electronic means.
--- ------------------------------------------- ---- -------- ---------
8. To authorise the Directors to allot
and issue shares in the capital of
the Company.
--- ------------------------------------------- ---- -------- ---------
9. To disapply pre-emption rights in
relation to the issue of shares.
--- ------------------------------------------- ---- -------- ---------
Signed:
.......................................................................
Dated: ................................................ ..2013
Notes
1 A member wishing to appoint a person other than the Chairman
of the meeting as proxy should insert the name and address of such
person in the space provided.
2. Use of the proxy form does not preclude a member from attending and voting in person.
3. Where this form of proxy is executed by a corporation it must
be either under its seal or under the hand of an officer or
attorney duly authorised.
4. If the proxy form is signed and returned without any
indication as to how the proxy shall vote, the proxy will exercise
his/her discretion as to whether and how he/she votes.
5. To be valid, the proxy form must be received by the
Registrars at Neville House, 18 Laurel Lane, Halesowen, West
Midlands B63 3DA no later than 48 hours before the commencement of
the meeting.
Third fold and tuck in
Neville Registrars Limited
Registrars for TP10 VCT plc
Neville House
18 Laurel Lane
Halesowen
West Midlands B63 3DA
Second fold
This information is provided by RNS
The company news service from the London Stock Exchange
END
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