Become a Member
  • Track your favourite stocks
  • Create & monitor portfolios
  • Daily portfolio value
Sign Up
Quickpicks
Add shares to your
quickpicks to
display them here!

Annual Financial Report

21st Dec 2012 12:29

UNICORN AIM VCT PLC - Annual Financial Report

UNICORN AIM VCT PLC - Annual Financial Report

PR Newswire

London, December 21

Unicorn AIM VCT plc (the "Company" or the "VCT")

Annual Results Announcement for the year ended 30 September 2012

INVESTMENT OBJECTIVE

The Company's objective is to provide Shareholders with anattractive return from a diversified portfolio of investments, predominantlyin the shares of AIM quoted companies, by maximising the stream of dividenddistributions to Shareholders from the income and capital gains generated bythe portfolio.

It is also the objective that the Company should continue toqualify as a Venture Capital Trust, so that Shareholders benefit from thetaxation advantages that this brings. To achieve this at least 70% of theCompany's total assets are to be invested in qualifying investments of which30% by value must be in ordinary shares carrying no preferential rights todividends or return of capital and no rights to redemption.

VENTURE CAPITAL TRUST STATUS

The Company has satisfied the requirements for approval as aVenture Capital Trust (VCT) under section 274 of the Income Tax Act 2007(ITA). It is the Directors' intention to continue to conduct the business ofthe Company so as to maintain compliance with that section.

KEY DATA

As at 30 September 2012

Ordinary Shares Net assets Net asset Cumulative* NAV total Share price value per dividends return to (p) (£ million) share (NAV) paid per shareholders (p) share (p) since launch** per share (p)30th September 2012 59.0 102.3 10.0 112.3 86.031st March 2012 56.6 97.4 10.0 107.4 70.030th September 2011 60.4 103.3 5.0 108.3 86.331st March 2011 64.6 109.5 5.0 114.5 97.5

\* The Board has recommended a dividend of 5p per share for the year ended 30September 2012.. If approved by shareholders, this payment will bring totaldividends paid since launch to 15p per share.

** Launch of the S3 shares on 22 February 2007.

The majority of shareholders in the Company originally invested inone of the five former share classes of either the Company and/or Unicorn AIMVCT II plc. As a result of the merger of all five former share classes inMarch 2010, all shareholders now only hold Ordinary shares. These wereformerly called S3 shares. To enable such shareholders in each former shareclass to monitor the performance of their original investment, the tablesbelow show the NAV total return at 30 September 2012 for a shareholder thatinvested £10,000 at £1 per share at the date of launch of a particularfundraising, excluding any initial income tax relief received:

Unicorn AIM VCT plc Funds

Share class and year of fundraising No. of NAV at 30 Dividends Dividends NAV shares held September paid paid total post merger 2012 pre-merger post-merger return (£) (£) (£) (£) Ordinary Shares (raised in 2011, 8,620 8,822 n/a 431 9,253*issued at average price of 116p)Ordinary Shares (formerly S3 Shares 10,000 10,234 100 900 11,234raised in 2006/07)Former Funds:Original Ordinary Shares (raised in 6,078 6,220 4,550 547 11,3172001)Original Ordinary Shares 2007/08 8,442 8,640 903 760 10,303top-up (13,890 shares issued for£10,000 investment at 72p pershare)Series 2 Shares (raised in 2004) 7,750 7,932 2,125 698 10,755Series 2 Shares 2007/08 top-up 8,424 8,622 489 758 9,869(10,870 shares issued for £10,000investment at 92p per share)\* This shortfall under the representative £10,000 is substantially attributableto the impact of the initial costs of the Offer of 5.5%

Former Unicorn AIM VCT II plc Funds

Share class and year of fundraising No. shares NAV at 30 Dividends Dividends NAV held post September paid paid total merger 2012 pre-merger post-merger return (£) (£) (£) (£) Ordinary Shares (raised in 2005) 8,283 8,477 1,300 745 10,522Ordinary Shares 2007/08 top-up 8,452 8,650 1,225 761 10,636(10,205 shares issued for £10,000investment at 98p per share)C Shares (raised in 2006) 7,267 7,437 245 654 8,336C Shares 2007/08 top-up (11,235 8,165 8,356 169 735 9,260shares issued for £10,000investment at 89p per share)Initial income tax relief of up to 20% was available forshareholders that invested in tax years 2001/2002 to 2003/2004, 40% forshareholders that invested in 2004/2005 and 2005/2006 and 30% for shareholdersthat invested in tax years since 2006/2007. Additional capital gains taxdeferral relief was also available for shareholders that invested between2001/2002 and 2003/2004.

Dividends history

The graph can be found on page 2 of the Annual Report and Accountsfor the year ended 30 September 2012 ("Annual Report").

Dividend paid Unicorn Ordinary Original VCT II (formerly S3) Ordinary Ordinary Unicorn VCTFinancial year paid Shares Shares S2 Shares Shares II C Shares pence pence pence pence pence2012* 5.00 3.04* 3.88* 4.14* 3.63*2011* 4.00 2.43* 3.10* 3.31* 2.91*2010 - 3.50 2.50 6.00 0.452009 1.00 3.00 2.00 1.00 -2008 - - 5.00 5.00 1.002007 - 12.55 10.00 0.50 1.002006 - 10.00 1.00 0.50 -2005 - 5.00 0.75 - -2004 - 10.45 - - -2003 - 1.00 - - - 10.00 50.97 28.23 20.45 8.99Merger conversion ratio** 1.00000000 0.60781764 0.77503076 0.82830102 0.72677686* The dividends in 2011 and 2012 on the Ordinary (formerly S3) shares are alsoshown for each of the former share classes, calculated in proportion to themerger conversion ratios shown at the foot of the table above.

** The merger conversion ratio was applied at the date of the merger on 8March 2010, to calculate entitlement to the new Ordinary shares.

CHAIRMAN'S STATEMENT

I am pleased to present the eleventh Annual Report of the Companyfor the financial year ended 30 September 2012.

Investment Performance Review

At the financial year end, the audited Net Asset Value of theCompany was 102.3 pence per share, while audited net assets as at 30 September2012 were £59.0m. After adding back dividends paid in the period, thisrepresents a positive total return to shareholders of 3.9%. This performanceis creditable given the increasingly difficult economic backdrop, which attimes over the past twelve months has resulted in significant stock marketvolatility.

Volatility has been especially evident at the smaller end of the UKquoted market. Despite ending the period having generated a total return of1.6%, the FTSE AIM All-Share Index was subject to sharp movements in bothdirections at various points during the past twelve months. The speed andseverity of these changes in market direction is disconcerting, since itreflects a fragile level of confidence amongst equity investors and tends toencourage a short term approach to investment.

The European debt crisis, which has had a crippling effect on manydeveloped economies over the past four years, remains a significant andunresolved problem. Despite concerted efforts by governments and central banksthere has been little sign of improvement. The lack of tangible progress incontrolling and reducing the overall debt burden is acting as a massive brakeon economic recovery. Understandably, such protracted economic and financialstrain tends to erode confidence and reduce risk appetite amongst investors.This in turn results in unstable and unpredictable equity market conditions.In attempting to preserve capital in uncertain times the InvestmentManager has adopted a risk averse, longer term approach to the management ofthe portfolio. As a result, the Company's asset base remained stablethroughout the financial year with monthly reported Net Asset Value remainingwithin a narrow 8% band.As described in more detail in the Investment Manager's Review, themajority of businesses in which the Company holds investments continue todemonstrate commendable resilience. One of the key reasons these businesseshave been able to weather the storm successfully lies in the continuedstrength of their balance sheets. Of the 45 active VCT qualifying companiesheld in the portfolio, over 50% have no debt on their balance sheets, while afurther 30% are operating with a net gearing figure of less than 25%.Encouragingly, 65% of these companies were cashflow positive in their lastreported financial year. Overall, brokers are forecasting profit growth fromaround 80% of our investee companies in their current financial year.I am pleased to report that the longer term performance of theCompany remains robust. Since the merger with Unicorn AIM VCT II plc, whichwas successfully completed in March 2010, the total return to shareholders hasbeen 21.3% including nine pence in tax free dividend payments. This figurecompares very favourably with total returns delivered during the same periodby the FTSE All-Share Index and the FTSE AIM All-Share Index of 14.5% and 4.5%respectively.Portfolio ActivityIt has been a quiet year for Initial Public Offerings. Only 50 UKcompanies listed on AIM in the 12 month period to 30 September 2012, of whichfew were VCT qualifying. The Company remains comfortably above the thresholdrequired to retain VCT qualifying status, however, the Investment Manager hasmaintained a cautious approach to new investments. No VCT qualifyinginvestments were made in new companies in the year under review, while onefollow-on investment was made in an existing portfolio company in which theVCT already held a stake. Existing positions were increased in fournon-qualifying companies during the period.

In terms of disposals, merger and acquisition activity resulted intwo qualifying and two non-qualifying investments being sold. Fournon-qualifying investments were sold outright, while partial disposals weremade in a number of both qualifying and non-qualifying investments.

In the year to 30 September 2012, a total of £5.8m was realisedthrough the sale of investments, of which £1.6m was deployed in newinvestments and approximately £2.9m spent on funding the dividend payment toshareholders with the balance used to fund share buybacks and the operatingcosts of the Company.

Over the 12 months to 30 September 2012 there was a net gain oninvestments of £2.4 million and the total profit on ordinary activities aftertaxation was £2.1 million, amounting to earnings of 3.5 pence per share. Theprofit on the revenue account was £387,000. At the financial year end, theportfolio consisted of 45 qualifying and 28 non-qualifying active investments.

A detailed report on the performance of both the qualifying and thenon-qualifying investments is contained in the Investment Manager's Review onpages 8 - 13 of the Annual Report.

VCT Status and VCT Legislation

To maintain its VCT qualifying status the Company is required tohold at least 70% of total assets in VCT qualifying investments. The Companyremains comfortably above this key threshold. At the financial year end, theCompany held 77.3% (reflecting the tax value of investments as defined in thetax legislation), of its total assets in VCT qualifying companies.

The European Commission recently approved a number of important andbeneficial changes to the VCT scheme. In particular, the changes help broadenthe range of companies eligible for VCT investment and will enhance yourCompany's ability to support small businesses and thereby assist theGovernment's growth agenda.

These hard won amendments, to which your Manager and Board made anactive contribution, have resulted in the UK VCT scheme becoming one of themost generous incentive schemes of its type in Europe. The key improvementsare as follows:-

1) The size of company that can receive VCT funding has been substantiallyincreased (from those with gross assets of £7 million to £15 million pre newinvestment);

2) Companies with a significantly greater number of employees are nowpermitted to receive VCT funding (up fivefold from a maximum headcount of 50to a new maximum of 250 employees);

3) The introduction of a new investment limits condition. This is arestriction on any investee company receiving more than £5m of State Aidedrisk capital investment, including any monies from VCTs in the 12 months up toand including the date of investment (the investment limit condition wasoriginally intended to be capped at £2m. Lobbying proved effective and thelimit was subsequently raised to £5m); and

4) The annual limit of £1m that a VCT may invest in a qualifying investment inany tax year has been removed.

To secure these changes the Government had to gain EuropeanCommission approval as the VCT scheme is a form of State Aid, which is coveredby rules to protect the principles of the European Single Market. TheCommission announced their support for the changes in May 2012 and the changeswere passed into UK law in the Finance Act 2012, which received Royal Assenton 17 July 2012.

The relaxation of VCT regulation is to be encouraged and thesechanges should help stimulate renewed interest in the sector.

Revenue Return

The revenue return increased from £288,000 to £387,000 (34%) overthe year. Investment income rose slightly by £34,000 (3%), within whichdividends from equities rose by £58,000 (6%).This return also benefited fromlower Investment Management fees, down by £27,000 (9.8%) arising from reducednet asset values over the year. Finally, other expenses fell by a net £38,000(7%), primarily because the Company reached its cap on trail commissionpayments due on fundraisings prior to the merger. This permanent reduction intrail commission fees adds over 0.2 pence return per share per year to theCompany.

Running Costs

The Ongoing Expense Ratio (previously total expense ratio) of theCompany for the financial year under review was 2.65% (2011: 2.49%) of totalassets. Shareholders should note that this ratio has been calculated inaccordance with the Association of Investment Companies' recommendedmethodology, published in May this year. This figure shows shareholders theannual percentage reduction in shareholder returns as a result of recurringoperational expenses, assuming markets remain static and the portfolio is nottraded. Although the Ongoing Charges figure is based upon historicinformation, it provides shareholders with an indication of the likely levelof costs that will be incurred in managing the fund in the future. It replacesthe total expense ratio previously reported, although the latter will stillform the basis of any expense cap that may be borne by the Manager. No suchcap applies for the 2012 financial year (2011: nil)

Share Buybacks

The Board has continued to buy back shares for cancellation atvarious points throughout the financial year in addition to the enhancedbuyback and top-up offer which closed in February 2012. A total of 820,975shares were purchased for cancellation during the course of the year at anaverage price of 73.3 pence per share. These shares were purchased at adiscount to net assets of between 21.4% and 28.4%. The share price stood at adiscount to net assets of 16.0% as at the financial year end. The Boardrecently implemented measures necessary to enable the Company to continuepurchasing shares for cancellation in closed periods and the first suchtransactions took place in early October. I am pleased therefore to reportthat the share price discount to net asset value has continued to narrow sincethe financial year end and, as at 19 December 2012 (being the last businessday prior to publication of this Annual Report), stood at 15.4%.

Enhanced Buyback & Top-Up Offer

In January 2012, the Board announced the launch of an enhancedbuyback facility and top up offer for subscription. The enhanced buy backfacility enables participating shareholders' existing shares to be repurchasedby the Company with the net proceeds from the buyback being wholly re-investedin new shares under an offer for subscription. Among the benefits toqualifying shareholders of an enhanced buy back facility is the ability toobtain income tax relief available on VCT shares in relation to the new sharesissued under the offer. Due to strong demand for the enhanced buybackfacility, the Company received more applications to participate than could beaccommodated. Accordingly, the Board will continue to consider theimplementation of such schemes in the future. Details of the results of theenhanced buyback and top-up offer are given on pages 22 - 23 of the AnnualReport.

Dividends

The Board remains committed to a policy of maximising the stream ofdividend distributions to shareholders from the income and capital gainsgenerated by the portfolio. Dividend payments made to shareholders during theperiod amounted to £2.9m, equivalent to 5 pence per share. Since the originallaunch of Unicorn AIM VCT in 2001, qualifying shareholders have receivedapproximately £26m in tax free dividend distributions. The Board has nowconsidered the payment of a final dividend for the financial year ended 30September 2012 and is pleased to propose a final dividend of 5 pence pershare.

The Board

Malcolm Diamond, will be standing down as one of the Directors ofthe Company. He will do so immediately after the forthcoming AGM.

Malcolm Diamond has been an invaluable source of experience,knowledge and wisdom. On behalf of my fellow Directors and myself, I wouldlike to take this opportunity to pay tribute to his important contributionand, personally, to thank him for his constant support and advice.

Outlook

The economic outlook remains uncertain. It is to be hoped that thefragile UK economic recovery can be sustained despite the significant and asyet unresolved European debt crisis.

It appears increasingly obvious that the future of the EuropeanUnion rests on the ability of politicians to find and agree a workablesolution to reduce the debt burden without further crippling the economies ofindividual member states. If such a solution can be found, then the economicoutlook should start to improve noticeably. Stronger trading conditions inEurope would clearly be beneficial to the health of the UK economy and, inturn, should instil greater confidence in equity markets.In the meantime, the performance of the Company remains solid andshareholders should continue to benefit from the cautious approach to themanagement of the investment portfolio. This prudent approach has successfullypreserved capital in difficult times while allowing the payment of attractivedividend income to be maintained. I remain confident that the portfolio hasthe potential to deliver continued capital growth once more benign economicconditions return.Peter DicksChairman20 December 2012INVESTMENT POLICY

In order to achieve the Company's Investment Objective, the Boardhas agreed an Investment Policy which requires the Investment Manager toidentify and invest in a diversified portfolio, predominantly of VCTqualifying companies quoted on AIM that display a majority of the followingcharacteristics:

Ø experienced and well-motivated management;

Ø products and services supplying growing markets;

Ø sound operational and financial controls; and

Ø good cash generation to finance ongoing development allied with aprogressive dividend policy.

Asset allocation and risk diversification policies, includingmaximum exposures, are to an extent governed by prevailing VCT legislation.Specific conditions for HMRC approval of VCTs include the requirement that nosingle holding may represent more than 15% (by value) of the Company's totalinvestments and cash, at the date of investment.

VCT regulation

The investment policy is designed to ensure that the Companycontinues to qualify and is approved as a VCT by HM Revenue & Customs("HMRC").

Amongst other conditions, the Company may not invest more than 15%at the time of its investments in a single company and throughout the periodmust have at least 70% by value of its investments in shares or securities inVCT qualifying holdings, of which a minimum overall of 30% by value (70% forfunds raised after 6 April 2011) must be in ordinary shares which carry nopreferential rights (save as may be permitted under VCT rules). In addition,the Company must have at least 10% by value of its investment in each VCTqualifying company in ordinary shares which carry no preferential rights (saveas may be permitted under VCT rules).The £1 million limit on the amount of investment a VCT may makeinto a particular company within a tax year has been abolished, except wherethat company trades in partnership or has a joint venture. A new rule requiresthat an investee company should not receive more than £5 million from StateAid sources, including VCTs, within any twelve month rolling period from thedate of the VCT's investment.

Asset mix

Where capital is available for investment while awaiting suitableVCT qualifying opportunities, or in excess of the 70% VCT qualificationthreshold, it may be invested in collective investment funds or innon-qualifying shares and securities in smaller listed UK companies. Cash andliquid resources are held in low risk bank accounts and money-market funds.

Borrowing

To date the Company has operated without recourse to borrowing. TheBoard may however consider the possibility of introducing modest levels ofgearing up to a maximum of 10% of the adjusted capital and reserves, shouldcircumstances suggest that such action is in the interests of shareholders.

Management

The Board has overall responsibility for the Company's affairsincluding the determination of its investment policy. Risk is spread byinvesting in a number of different businesses across different industrysectors. The Investment Manager is responsible for managing sector and stockspecific risk and the Board does not impose formal limits in respect of suchexposures. However, in order to maintain compliance with HMRC rules and toensure that an appropriate spread of investment risk is achieved, the Boardreceives and reviews comprehensive reports from the Investment Manager and theAdministrator on a monthly basis. When the Investment Manager proposes to makeany investment in an unquoted company, the prior approval of the Board isrequired. Mobeus Equity Partners LLP also provides Company Secretarial andAccountancy services to the VCT.

INVESTMENT MANAGER'S REVIEW

Investment Policy

It is the aim of the Investment Manager to identify and invest in adiversified portfolio of companies that display a majority of thecharacteristics identified on page 7 of the Annual Report.

Performance

The audited net assets of the Company as at 30 September 2012totalled £59.0m, equivalent to 102.3 pence per share. This compares with anaudited net asset value per share of 103.3 pence as at 30 September 2011.After adding back dividends paid of 5 pence per share in the period, the totalreturn amounted to 3.9%.Investment strategyThe policy of investing in companies which have a demonstrable record ofprofitability and positive cash generation remains unchanged. The VCTqualifying and the non-qualifying portfolios are diversified both by sectorand by number of investments held. The Company's portfolio remains above thethreshold required to retain VCT qualifying status (whereby 70% of totalassets must be invested in VCT qualifying companies). Your Investment Managerwill continue to adopt a cautious approach to new investment opportunities.

Alternative Investment Market (AIM) review

The FTSE AIM All-Share Index ended the 12 months to 30 September2012 marginally higher, resulting in a total return for the period of +1.6%.This modest increase masks a particularly volatile year for many AIM listedstocks. From a low point in early October 2011, the AIM Index mounted a sharprally, rising by almost 12% over a four week period, before falling back tonear its previous low point. In mid-December 2011, the Index began anothersignificant upswing, this time rising by almost 25% in less than eight weeks.By the end of February 2012 however, the Index had reached a peak, from whichit continued to fall progressively for the next four months. A modest recoveryin the final weeks of the period under review meant the Index closed at only aslightly higher level than it had begun twelve months earlier. Much of thevolatility associated with the FTSE AIM Index is caused by its significantweighting in junior mining and resource stocks. This is a sector of the marketto which the Company has no direct exposure since mining and oil explorationcompanies are not typically qualifying investments. By contrast, the FTSEAll-Share Index experienced a good year, delivering a total return of 17.3%.This increase was driven mainly by strong gains in mid to large cap stocks asevidenced by the 23.1% total return generated by the FTSE 250 Index over thesame period.The relatively poor performance of the AIM Index in recent yearsinevitably creates challenges. In the short term, the risks associated withhigh volatility, poor liquidity and negative sentiment have conspired to makeAIM appear an unattractive market in which to invest. As a consequence, thenumber of companies seeking to list on AIM has fallen, while there has alsobeen an increase in the number of delistings over the past year. In addition,many mainstream institutional investors have become less active at the smallerend of the quoted market, which has exacerbated liquidity issues.Despite these problems, AIM remains a vibrant and evolving marketwith a constituent base numbering over 1,100 companies. The current appetitefor investing in smaller AIM quoted companies remains subdued and thissituation will probably only improve once wider market confidence returns. Inthe meantime, depressed markets offer Unicorn Asset Management the chance toselectively invest in neglected stocks at potentially significant discounts toour estimate of fair value. Merger & Acquisition activity, which has increasedover the past year, is a normally reliable indicator that there is genuinevalue to be found. We expect corporate activity will remain a feature at thesmaller end of the quoted market in the current financial year.

Performance Review

The monthly reported Net Asset Value of the Company remainedremarkably stable over the past twelve months, despite it being a volatileyear for the market as a whole. One of the key reasons for this stability liesin a conservative approach to portfolio construction. The investment portfoliois diversified both by number of holdings and by sector exposure. At thefinancial year end, the Company held 45 VCT qualifying and 28 non-qualifyingactive investments, which spanned a total of 16 different sectors. During thecourse of any normal year, there will inevitably be investments that do notmeet expectations and which consequently disappoint in share price terms. Themain thrust of our investment effort however, remains unchanged. We areseeking to identify established, well managed, profitable, cash generative andgrowing businesses in which to invest for the longer term.In addition, we continue to look for businesses which operate withminimal levels of debt. Since the financial crisis began in 2008, smallercompanies have found it increasingly difficult to secure funding. Despitegovernment intervention and a base rate maintained by the Bank of England at arecord low of 0.5%, the major high street banks appear unable or unwilling tolend to companies on commercially acceptable terms. The management teams ofmany smaller quoted companies have had little choice other than to focus onfundamental values such as cash generation, working capital control and debtcollection. It can therefore be argued that the withdrawal of the major banksfrom lending to the smaller end of the corporate market has imposed a healthydiscipline. Companies that were heavily financially leveraged in the boomyears became over-reliant on cheap credit and have since been forced intoradical restructuring or have gone out of business. On the other hand, thosebusinesses which maintained a prudent and conservative approach now findthemselves in a strong financial position from which they are well placed togrow as and when sustained economic recovery returns. It is pleasing to reportthat the majority of our VCT qualifying companies fall into the secondcategory. Analysis of the constituents of the portfolio reveals that over 50%of all companies in which we hold an investment have no debt whatsoever ontheir balance sheet.

AIM focused Venture Capital Trusts that are conservatively managedand have successfully navigated the difficult market conditions of recentyears, should offer reasonable prospects of capital preservation, while alsoremaining capable of producing regular, attractive and sustainable dividendincome.

Although clearly not immune from the effects of adverse marketconditions, Unicorn AIM VCT has again demonstrated considerable resilience inthe year under review and is well placed to continue generating sufficientcapital and income reserves to cover current levels of dividend payments. Asand when market conditions improve, the prospects for capital growth alsoremain good.

Qualifying Investments

A review of the main positive contributors to performance in theVCT qualifying portfolio follows (bracketed figures represent the share pricemovement for the year under review on a bid price basis):-

Abcam (+11.0%) is a global leader in the manufacture and supply oftherapeutic antibodies and protein research tools to the worldwide lifescience research market. Although Abcam had a relatively quiet year in shareprice terms, the business continued to expand at a healthy rate. Reportedresults for the financial year ended 30 June 2012 confirmed further stronggrowth in both revenues and profits. Annual revenues increased by 17.5% to£97.8m, while adjusted operating profits grew by 20.9% to £38.6m. Tight costcontrol enabled the business to increase adjusted operating margins to 39.4%(2011: 38.3%). Underlying cash generated from operations also grew healthily,rising to £37.7m from £33.1m in the previous financial year. Abcam retains astrong balance sheet with net cash of £17.5m at the year-end (2011: £55.6m),despite spending over £56m on acquisitions and acquisition related costsduring the year. Abcam remains the largest VCT qualifying investment in theportfolio. In order to mitigate this stock specific risk, further partialdisposals were made during the financial year. The net amount of theserealisations was £780k and the realised capital gain was £583k, at an averageprice on disposal of nearly £3.91 per share. As at 30 September 2012, themarket capitalisation of Abcam was in excess of £792m.Accumuli (+41.9%) is a provider of advanced IT security services.Having acquired a number of businesses in the recent past, the management teamat Accumuli are now focusing investment on capabilities and in people. Allacquisitions have been successfully integrated and the range of products andservices is currently being reviewed and selectively expanded. A new ChiefExecutive was appointed in August to help drive the Group forward in this newphase of its growth.Anpario (+30.5%) is an international supplier of natural, highperformance feed additives to enhance health, growth and sustainability inagriculture and aquaculture. The Group's performance continues to be veryencouraging despite disruption in the Middle East combined with challengingtrading conditions in European markets. Interim results for the six months to30 June 2012 demonstrate the progress made in growing the business. Revenuesincreased by 16% to £10.82m (2011: £9.36m), whilst earnings per share rose by20% to 5.25 pence per share (2011: 4.36 pence per share). Net cash at theperiod end amounted to £2.83m.Avingtrans (+75.8%) designs, manufactures and supplies criticalcomponents to the medical, energy, industrial and global aerospace sectors.The progress reported in last year's performance review continued in theperiod under review. Group revenues and adjusted earnings each grew by morethan 20% for the second successive year. Buoyant demand from the civilaerospace market was responsible for the bulk of this growth and thisdivision's order book was reported to be at record levels as at 31 May 2012.The need to replace an ageing aircraft fleet has become the principal driverof demand and the major global aircraft manufacturers have all reportedsignificant order backlogs as a consequence. The long term nature of suchorders provides comfort that Avingtrans can continue to expand its operationsin this area. Financial results for the twelve month period to 31 May 2012reflect a growing confidence in the outlook. Having reinstated dividendpayments last year it was also encouraging to note the significant uplift inthe proposed final dividend from 0.4 pence per share to 1 pence per share.Cohort (+39.5%) is a technology group with three operatingsubsidiaries each of which is focused on providing specialist technicalproducts or services, primarily to the defence market. In the financial yearended 30 April 2012, Cohort achieved a record trading profit whilesimultaneously increasing its order book and net funds. Each of the threeoperating subsidiaries improved their trading performance during the period.The Group is benefitting from a good order book, strong net fund position andoperational momentum, providing a solid foundation for the current financialyear. As of 31 July 2012, the Group's order book stood at £111m (30 April2012: £107.1m). The Group has also maintained strong net cash balances whichwere in excess of £12m as at 10 September 2012 (30 April 2012: £14.1m).

Driver Group (+212.6%) is a global construction consultancy. As aresult of continued strong trading the Board has announced that financialresults for the twelve month period ended 30 September 2012 exceededmanagement expectations. The Board also noted that the integration of TrettConsulting has now been successfully completed. Demand for Driver's specialistservices is reported to be particularly strong in the Middle East and inAfrica.

Idox (+68.6%) is a leading independent supplier of software and services to the UK public sector and other markets. In the six month period ended 30 April 2012, Idox delivered total revenue growth of 58% to £28.6 m (H1 2011: £18.1m) with organic revenue growth of 10%. Reported pre-tax profit increased by 76% to £3.5m (H1 2011: £2.0m). Recent acquisitions have been quickly and effectively integrated and, as a result, the Group has been able to expand operations across an international market place, thereby reducing reliance on the UK public sector.Tracsis (+111.0%) is a provider of operational planning softwareand consultancy services to the transport industry. The past year has been asuccessful one as the Group achieved both substantial organic and acquiredgrowth. In a trading update on 26 June 2012, the board of Tracsis announcedthat forecast revenues for the financial year ended 31 July 2012 would be inexcess of £8.5m (2011: £4.1m), with adjusted EBITDA in excess of £3.0m (2011:£1.2m). Net cash at the end of July 2012, was c. £7.5m. The business remainsdebt free.

A small number of qualifying companies encountered significant operational or trading difficulties during the year:-

Green Compliance (-87.6%) is a provider of water, fire and pestcontrol services to UK businesses nationwide. Over the past 18 months, GreenCompliance has continued with its `buy and build' strategy with four furtheracquisitions completed in the financial year ended 31 March 2012. A majorintegration project across the sixteen entities acquired to date has also nowbeen successfully concluded. Despite this progress, the business is operatingin an increasingly competitive environment leaving profit margins undersignificant pressure. As a result, the business has struggled to meet profitexpectations and share price performance has been disappointing with the shareprice falling by almost 90% in the period under review. In July 2012, a loannote issue was completed raising £750,000 for working capital purposes.Unicorn AIM VCT invested £250,000 in this loan note issue. The loan notesattract interest at a rate of 12% per annum and are convertible at a price of50 pence per share. Your Investment Manager is cautiously optimistic that thisround of financial support for Green Compliance may prove to be a turningpoint in the fortunes of the business.Instem plc (formerly Instem Life Science Systems) (-44.3%) is asoftware company focused on the life sciences and biotechnology markets.Instem has developed world leading software enabling pharmaceutical companiesto collect, analyse and report large volumes of complex scientific data in anaccurate and efficient manner. In the six month period to 30 June 2012, thebusiness reported flat revenues of £4.9m (H1 2011: £4.9m), whilst profits weredown sharply. Anticipated sales growth did not materialise in the period andas a result margins were impacted because of higher costs associated withprevious investment in people and product development. Encouragingly, thesales team is reported to be working on multiple contract opportunities fromboth new and existing customers. In the meantime, recurring revenues accountfor 74% of total sales, giving the business good visibility, whilst thebalance sheet remains strong with net cash at 30 June 2012 of £1.8m.SnackTime (Ordinary Shares -63.4%) is the third largest vendingcompany in the UK. Unfortunately, SnackTime continues to experience difficulttrading conditions primarily due to the economic slowdown in the UK and thenegative impact on consumers' discretionary spending habits. In a recenttrading update, the new Executive Chairman reported on the successfulimplementation of cost savings that will reduce operating costs by £250,000 inthe second half of this company's current financial year. It is the Board'sstated intention to write off all exceptional expenditure incurred inachieving these cost savings. Although trading has weakened over the pasttwelve months, profits before exceptional costs, interest, tax anddepreciation remain modestly positive. In 2008, a separate £550,000 investmentwas made in SnackTime in the form of loan notes. The loan notes attractinterest at a rate of 8% per annum. To date, all interest payments have beenreceived in full, and by the due date.Surgical Innovations (-31.1%) is a designer and manufacturer ofinnovative medical devices for use in minimally invasive surgery. Havingenjoyed a particularly successful period in business development and shareprice terms last year, the period to 30 September 2012 proved morechallenging. Product innovation and development remain strong, althoughsecuring large-scale adoption of their unique, patented `part-reusable, partdisposable' product range has been difficult. Surgeons, who typically use suchdevices, are justifiably cautious when considering the wide-scale use of newtechnologies and the market itself is dominated by a relatively small numberof long established, major brands. Hence, it is a difficult market topenetrate, especially for small businesses such as Surgical Innovations. Inthe first half of their financial year ended 30 June 2012, sales and pre-taxprofits were both lower on a like-for-like basis primarily because of areduction in sales to OEM partners. Encouragingly, the sale of SurgicalInnovations' own branded products grew by almost 9% despite challenging marketconditions and the management team has reiterated their confidence indelivering further growth in the current financial year.

Two other qualifying holdings struggled in share price terms duringthe year and generated significant, unrealised capital losses as a result:-

Animalcare (-14.8%) is a leading supplier of veterinary medicines made up of three product groups: licensed veterinary medicines, companion animal identification and animal welfare products. The financial year ended 30 June 2012 was a difficult period for Animalcare. The licensed veterinary medicines division continued to grow, albeit more slowly than hoped, but there was a marked reduction in sales of both animal identification and welfare products during the year. As a result, underlying basic earnings per share fell by 25% to 8.8p (2011: 11.8p) on revenues which were down by 8.2% to £10.9m (2011: £11.8m). Encouragingly, the year end cash position grew from £1.2m to £2.3m and the proposed total dividend for the year was increased by 12.5% to 4.5p (2011: 4p), underlining the Board's confidence in the growth prospects for the business. A partial disposal was made in Animalcare early in the period under review generating a capital gain on disposal of £428,000.Mattioli Woods (-17.6%) is a specialist pensions consultancy andwealth management business. Mattioli Woods recently reported another 12 monthsof strong progress. Revenues grew by 33% to £20.5m in the year to 31 May 2012.The acquisition of Kudos, a wealth management and employee benefits business,which completed in August 2011, is reported to have contributed £4.3m of thisincrease in revenues. During the period, total assets under administration andadvice increased by 31.3% to just over £3bn. As an expression of confidence inthe prospects for the business, the Board has recommended a 12.1% increase inthe proposed total dividend for the year.

Both of these businesses are in sound financial condition, are runby capable management teams and their growth prospects over the longer termremain strong.

New qualifying investments

At the financial year end the Company held over 77.3% of totalassets in VCT qualifying businesses as calculated in accordance with HMRC taxvaluation rules. New VCT qualifying investments are only made if the companiesconcerned meet the Manager's clearly defined investment criteria. During theperiod no new VCT qualifying companies were introduced to the portfolio.

Realisations

Realisations totalling £5.8m were made in the year to 30 September2012. Merger and acquisition activity resulted in the disposal of twoqualifying and two non-qualifying holdings during the period. In addition,four holdings in the non-qualifying portfolio were sold in the open market,whilst partial disposals were made in a number of other holdings.

Lees Foods and Prologic, both VCT qualifying investments, weresubject to successful takeover approaches during the period and weresubsequently delisted, whilst in the non-qualifying portfolio, Morson Groupand Parseq also delisted following successful bid approaches. The cashproceeds from each of these corporate transactions have been received in full.

Including partial disposals, the total realised capital gain fromthe sale of investments amounted to £1,263,000.

Non-qualifying investments

The non-qualifying part of the portfolio performed satisfactorilyduring the year.

A particular highlight was the 76% rise in the share price ofTangent Communications. Tangent is a digital marketing and printing specialistwith a blue chip corporate client base, a rapidly expanding online printdivision and a growing reputation for service excellence. A VCT qualifyingstake in Tangent was originally purchased in Unicorn AIM VCT II in February2007. The book cost of this initial investment was £500,000 at a price of 13pence per share. In the following three and a half years to the end of 2010,Tangent continued to develop as a business whilst remaining profitable,despite the impact of the wider financial crisis. Notwithstanding thisencouraging progress, the share price continued to drift lower. In March 2009,1.85m additional shares were purchased in the secondary market for thenon-qualifying part of the portfolio at a price of 2.25 pence per share. InDecember 2010, this holding was significantly increased with the purchase of afurther 10m shares at a price of 4.1 pence per share. Tangent's financialresults for the year ended 29 February 2012 showed that whilst revenuesremained broadly flat at c. £22m, the pre-tax profits of the businessincreased by 38% to £1.45m. The business remains cash generative and debtfree, with cash on the balance sheet amounting to £1.8m. As at 30 September2012 Tangent's share price had risen to over 9 pence per share. Theopportunities for further growth in this business remain exciting. On 5November 2012, £800,000 was invested in new qualifying shares in TangentCommunications at a price of 10 pence per share. Details of post balance sheetevents can be found in Note 24 on page 54 of the Annual Report.

Other non-qualifying investments which performed strongly includeBrady (+36.7%), Charles Taylor Consulting (+30.7%), Chime Communications(+21%), Scapa Group (+48%) and VP (+37.7%).

The return from the non-qualifying portfolio was depressed somewhatby three investments which generated material, albeit largely unrealisedcapital losses in the period:-

ATH Resources (-89.9%) is a UK coal mining operation thatencountered severe operational and financial difficulties during the year andis now unlikely to survive in its current form. A partial disposal of thisholding was made towards the end of the period. Unfortunately, the value ofthe remaining holding is unlikely to recover.

Renold (-13.5%) is a manufacturer of industrial chain and torquetransmission products. Financial results for the year ended 31 March 2012,showed a near threefold increase in operating profit to £12.0m from £4.3m theprevious year on sales revenues of £209.5m (2011: £191.0m). Renold is highlyoperationally geared and since entering its current financial year, thebusiness has experienced weaker demand, especially in many European markets.This decline in sales has impacted operating profit margins and interimresults are likely to be substantially below expectations as a consequence.Although the recent profit warning represents a disappointing setback, thisholding is being retained in the belief that sales and profit growth willresume in due course.Specialist Energy Group (-67.8%) is a specialist engineering group.Its main operating subsidiary, Hayward Tyler, manufactures a range of fluidfilled electric motors and pumps that are designed to operate in the mostdemanding of applications and in the harshest environments. Despite securing a£5m subscription at 50 pence per share and successfully completing new bankingarrangements with Standard Chartered Bank, the share price sufferedsignificant declines during the period. At the end of September 2012, the bidprice for the shares was 13 pence per share. This represents an unrealisedcapital loss of approximately £550,000. Historic supply chain issues combinedwith the financial uncertainty surrounding the business prior to thecompletion of the new financing have contributed to this significant declinein value. However, it is to be hoped that with these key issues nowsuccessfully resolved, the business can begin to recover both operationallyand in share price terms. The holding is being retained in the belief thatthis recovery is now underway.Within the non-qualifying part of the portfolio, the contributionto performance from the investment in sub-funds of the Unicorn InvestmentFunds OEIC remained strong. All three sub-funds of the Unicorn InvestmentFunds OEIC held by the VCT performed well in the period under review. Totalreturns from these investments ranged between 4.8% from the Unicorn UK SmallerCompanies Fund to 21.0% from the Unicorn Outstanding British Companies Fund.In order to effectively manage liquidity within the portfolio, the holdings inUnicorn UK Income Fund and Unicorn Outstanding British Companies Fund weredisposed of in their entirety during the period, whilst a partial disposal wasmade in the Unicorn UK Smaller Companies Fund.

The Investment Manager's fees are based on the net asset value ofthe Company excluding the value of the investments in these OEIC Funds.Details are set out in Note 3 of the Annual Report.

The continuing strategy for the non-qualifying portfolio is tobuild revenue reserves through investment in smaller quoted companies that aresensibly valued and which have an established track record of paying dividendstogether with the aim of pursuing a progressive dividend policy.

Prospects

The global macro-economic picture remains unclear. Although therate of growth in emerging markets may be slowing, most analysts now appearmore confident that a `soft landing' in the key Chinese economy is achievable.The indicators emerging from many other developing nations are also relativelyencouraging. Growth rates in India, Mexico, Turkey and parts of Africa haveall remained robust.At the same time, many recent economic statistics from the world'slargest developed economy, the United States, suggest that recovery there isnow underway. Unemployment rates in the US have been falling steadily, whilejob creation, average daily US consumer spending rates and economic confidencehave all been positive. Manufacturing output has also been improving and theeconomically important construction sector is showing signs of recovery. Houseprices appear to have stabilised and the number of new houses underconstruction is rising. Meanwhile inflation remains subdued, which reinforcesthe view that the Federal Reserve will maintain a relaxed approach to monetarypolicy.Typically, a combination of growth and low inflation is good forstock markets and recent evidence suggests that institutional investors arebeginning to increase equity weightings. The debt crisis in Europe, however,remains of huge concern. The much debated austerity measures, imposed onstricken European Member States as a condition for receiving financialbailouts, are hampering efforts to rekindle economic growth in the region.Although it is unusual for economists to agree, it does appear that mostconcur with the basic premise that debt reduction without economic growth orinflation is almost impossible to achieve.Despite the sustained rally in UK equity markets in recent months,investors remain cautious. It can be argued that much of the profit recoveryexperienced by the corporate sector in the past three years has been driven bycost-cutting, productivity improvements and a slow return to more `normal'trading conditions following the wide scale de-stocking experienced in thewake of the banking collapse in 2008. In order to sustain ratings at currentlevels, it now appears necessary for these companies to return to top linesales growth. The ability to achieve sales growth, in an environment whereoverall economic growth is subdued at best, will be a crucial element insupporting the valuation of individual businesses.

The FTSE AIM All-Share Index has failed to keep pace with the widermarket rally seen in recent months. In theory, the widening of the relativevaluation gap between larger companies and their typically smallercounterparts listed on AIM throws up interesting investment opportunities.While we will undoubtedly seek to exploit these opportunities it is alsoimportant to note that we regard capital preservation as a priority for theforeseeable future. We will only increase our exposure to VCT qualifyinginvestments as and when we are able to identify companies that meet ourinvestment criteria and which are available at attractive valuations. Inparallel, we will continue to develop the non-qualifying portfolio, with theprincipal aim of increasing the capital and revenue reserves available fordistribution to shareholders over the longer term.

The portfolio is composed of a diverse range of businessesoperating across a number of different sectors. In many cases our investeecompanies sell specialised products or services into niche, but growing,markets. The majority are sustainably profitable, soundly financed and wellmanaged companies. A focus on maintaining balance sheet strength and healthycashflows during the darkest of times has enabled many of these businesses tosurvive. The logical conclusion is that they should now be well placed toprosper once wider economic conditions improve.

Chris Hutchinson

Unicorn Asset Management Limited

20 December 2012

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the Directors' Report,the Directors' Remuneration Report and the financial statements in accordancewith applicable law and regulations. They are also responsible for ensuringthat the Annual Report includes information required by the Listing Rules ofthe Financial Services Authority.Company law requires the Directors to prepare financial statementsfor each financial year. Under that law the Directors have elected to preparethe financial statements in accordance with United Kingdom Generally AcceptedAccounting Practice (United Kingdom accounting standards and applicable law).Under company law the Directors must not approve the financial statementsunless they are satisfied that they give a true and fair view of the state ofaffairs of the Company and of the profit or loss of the Company for thatperiod.

In preparing these financial statements the Directors are requiredto:

- select suitable accounting policies and then apply themconsistently;

- make judgments and accounting estimates that are reasonable andprudent;

- state whether applicable UK accounting standards have beenfollowed, subject to any material departures disclosed and explained in thefinancial statements; and

- prepare the financial statements on the going concern basisunless it is inappropriate to presume that the Company will continue inbusiness.

The Directors are responsible for keeping adequate accountingrecords that are sufficient to show and explain the Company's transactions, todisclose with reasonable accuracy at any time the financial position of theCompany and to enable them to ensure that the financial statements comply withthe Companies Act 2006. They are also responsible for safeguarding the assetsof the Company and hence for taking reasonable steps for the prevention anddetection of fraud and other irregularities.The Directors are responsible for the maintenance and integrity ofthe corporate and financial information included on the Company's website.Legislation in the United Kingdom governing the preparation and disseminationof the financial statements and other information included in annual reportsmay differ from legislation in other jurisdictions.

The Directors confirm, to the best of their knowledge:

a) that the financial statements, which have been prepared inaccordance with UK Generally Accepted Accounting Practice and the 2009Statement of Recommended Practice, `Financial Statements of Investment TrustCompanies and Venture Capital Trusts' give a true and fair view of the assets,liabilities, financial position and profit or loss of the Company; and

b) that the management report, comprising the Chairman's Statement,Investment Manager's Review, Investment Portfolio Summary and Directors'Report includes a fair review of the development and performance of thebusiness and the position of the Company, together with a description of theprincipal risks and uncertainties that it faces.

b)

The names and functions of all the Directors are stated on pages 20- 21 of the Annual Report.

For and on behalf of the Board:

Peter DicksChairman20 December 2012PRIMARY FINANCIAL STATEMENTSIncome Statementfor the year ended 30 September 2012 Year ended Year ended 30 September 2012 30 September 2011 Notes Revenue Capital

Total Revenue Capital Total

£'000 £'000

£'000 £'000 £'000 £'000

Net unrealised gains on investments - 2,057 2,057 - 781 781Net gains on realisation of investments - 364 364 - 1,170 1,170Income 2 1,137 - 1,137 1,103 - 1,103Investment management fees 3 (249) (746) (995) (276) (829) (1,105)Other expenses (501) - (501) (539) - (539)Profit on ordinary activities before taxation 387 1,675

2,062 288 1,122 1,410

Tax on profit on ordinary activities - - - - - -Profit on ordinary activities after taxationfor the financial year 387 1,675

2,062 288 1,122 1,410

Basic and diluted earnings per share:Ordinary Shares 5 0.66p 2.88p

3.54p 0.48p 1.89p 2.37p

All revenue and capital items in the above statement derive fromcontinuing operations of the Company.

There were no other recognised gains or losses in the year.

The total column of this statement is the profit and loss accountof the Company.

Other than revaluation movements arising on investments held atfair value through the Profit and Loss Account, there were no differencesbetween the profit as stated above and at historical cost.

The notes below form part of these financial statements.

Balance Sheetfor the year ended 30 September 2012 30

September 2012 30 September 2011

Notes £'000 £'000 £'000 £'000Fixed assetsInvestments at fair value 57,806 59,563 Current assetsDebtors and prepayments 183 177Current investments 720 779Cash at bank 532 650 1,435 1,606 Creditors: amounts falling due within one year (244) (722)Net current assets 1,191 884 Net assets 58,997 60,447 CapitalCalled up share capital 576 585Capital redemption reserve 332 283Share premium account 32,331 28,422Revaluation reserve 3,860 2,685Special distributable reserve 12,940 18,838Profit and loss account 8,958 9,634 Equity shareholders' funds 58,997 60,447

Basic and diluted net asset value per share of 1 pence each:Ordinary Shares

16 102.34p 103.34p

The notes below form part of these financial statements.

Reconciliation of Movements in Shareholders' FundsFor the year ended 30 September 2012

30 September 2012 30 September 2011

Notes £'000 £'000Opening Shareholders' funds at 1 October 60,447 62,279 Net share capital bought back in the year (4,487) (4,173)Net share capital raised 3,901 3,309Profit for the year 2,062 1,410Dividends paid 4 (2,926) (2,378)Closing Shareholders' funds at 30 September 58,997 60,447 The notes on pages 39 to 54 form part of these financial statements.Cash Flow StatementFor the year ended 30 September 2012

30 September 2012 30 September 2011

Notes £'000 £'000 £'000 £'000Operating activitiesInvestment income received 1,115 1,306Other income received - 50Investment management fees paid (994) (1,106)Other cash payments (538) (781)Net cash outflow from operating activities (417) (531) Investing activitiesPurchase of investments (1,586) (7,834)Sale of investments 5,790 11,817 4,204 3,983 Equity dividendsDividends paid 4 (2,926) (2,378)Net cash inflow before liquid resource management and financing 861 1,074 Management of liquid resourcesDecrease/(increase) in current investments 59 (404) FinancingShare capital raised 3,945 3,309Share capital bought back (4,983) (3,678) (1,038) (369) Net (decrease)/increase in cash (118) 301

The notes below form part of these financial statements.

NOTES TO THE ACCOUNTS1 Basis of accounting

The accounts have been prepared under UK Generally AcceptedAccounting Practice (UK GAAP) and the Statement of Recommended Practice,`Financial Statements of Investment Trust Companies and Venture CapitalTrusts' ("the SORP") issued by the Association of Investment Companies inJanuary 2009.

As a result of the Directors' decision to distribute capitalprofits by way of a dividend, the Company revoked its investment companystatus as defined under section 266(3) of the Companies Act 1985, on 17 August2004.2 Income 2012 2011 £'000 £'000Interest receivable- from bank deposits - - - -Income from investments- from equities 964 906- from loan stocks 110 106- from money-market funds and Unicorn managed OEICs 63 91 1,137 1,103 Total income 1,137 1,103 Total income comprises Dividends 1,027 997Interest 110 106Other income - - 1,137 1,103Income from investments comprisesListed UK securities 338 222Listed Overseas securities 4 6AiM and unlisted UK securities 795 875 1,137 1,1033 Investment Manager's fees 2012 2012 2012 2011 2011 2011 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000

Unicorn Asset Management Limited 249 746 995 276 829 1,105

Unicorn Asset Management Limited ("UAML") receives an annualmanagement fee of 2% of the net asset value of the Company, excluding thevalue of the investments in the OEICs, which are also managed by UAML. Theannual management fee charged to the VCT is calculated and payable quarterlyin advance. In the year ended 30 September 2012, UAML also earned fees of£98,000 (2011: £124,000), being OEIC management fees calculated on the valueof the VCT's holdings in each OEIC on a daily basis. This management fee is1.25% per annum of the OEIC value for each of Unicorn Smaller Companies OEIC,Unicorn Free Spirit OEIC, Unicorn Mastertrust OEIC and Unicorn UK Income OEIC(fully disposed of in January 2012), with 1% per annum charged on the value ofUnicorn Outstanding British Companies OEIC (fully disposed of in November2011).The management fee will be subject to repayment to the extent thatthere is an excess of the annual costs of the Company incurred in the ordinarycourse of business over 3.6% of the closing net assets of the Company at theyear end. Any amount repayable will be paid by the Manager within 5 businessdays of the approval of the annual accounts for the relevant year-end, or setoff against the next quarterly fee instalment payable to the Manager followingsuch approval. There was no excess of expenses for this year or the prioryear.Under an Amended Incentive Agreement with UAML dated 12 April 2010(which replaces all previous incentive agreements), the Investment Manager isentitled to a performance incentive fee of 20% of any cash distributions (bydividend or otherwise) paid to shareholders in excess of 6 pence per OrdinaryShare paid in any accounting period - "the target return" and subject to themaintenance of a net asset value (NAV) per share of 125p or more, ascalculated in the annual report and accounts for the year relating to suchpayments. The target return applies for accounting periods starting after 1October 2010. In the event that the target return of 6 pence per share is notpaid in a particular accounting period, the shortfall of such distributionswill be carried forward to subsequent accounting periods and any incentive feewill not be payable until this shortfall is met. No incentive fee is payablefor the year ended 30 September 2012 and none was paid for the year ended 30September 2011.4 Dividends 2012 2011 £'000 £'000

Amounts recognised as distributions to equity holders in the year:

Ordinary SharesFinal capital dividend of 4.25p per share for the year ended 30 September 2011 paid on 10 February2012 2,486 -

Final income dividend of 0.75p per share for the year ended 30 September 2011 paid on 10 February2012

440 -

Final capital dividend of 4p per share for the year ended 30 September 2010 paid on 14 January 2011 - 2,378

2,926 2,378

Any proposed final dividend is subject to approval by shareholders at theAnnual General Meeting and has not been included as a liability in thesefinancial statements.

Set out below are the total income dividends payable in respect of thefinancial year, which is the basis on which the requirements of Section 274 ofthe Income Tax Act 2007 are considered.

2012 2011 £'000 £'000 Revenue available for distribution by way of dividends for the year 387 288

Proposed final income dividend of 0.5p (2011: 0.75p) for the year ended 30 September 2012 287 439

5 Basic and diluted earnings and return per share

2012 2011 £'000 £'000Total earnings after taxation: 2,062 1,410 Basic and diluted earnings per share (note a) 3.54p 2.37p Net revenue from ordinary activities after taxation 387 288 Revenue earnings per share (note b) 0.66p 0.48p Net unrealised capital gains 2,057 781Net realised capital gains 364 1,170Capital expenses (746) (829)Total capital return 1,675 1,122 Capital earnings per share (note c) 2.88p 1.89p Weighted average number of shares in issue in the year 58,206,100 59,414,982

Notes

a) Basic and diluted earnings per share is total earnings aftertaxation divided by the weighted average number of shares in issue.

b) Revenue earnings per share is net revenue after taxation dividedby the weighted average number of shares in issue.

c) Capital earnings per share is total capital return divided bythe weighted average number of shares in issue.

There are no instruments in place that will increase the number ofshares in issue in future. Accordingly, the above figures currently representboth basic and diluted returns.

6 Net asset values 2012 2011 £'000 £'000 Net Assets 58,997 60,447 Number of shares in issue 57,646,506 58,492,674Net asset value per share 102.34p 103.34p7 Related party transactionsUnder the terms of the previous agreement dated 1 October 2001, andthe amended agreement dated 9 March 2010, the Company has appointed UAML to bethe Investment Manager. The fee arrangements for these services and the feespayable are set out in note 3.At the year-end, UAML was owed £44,000 by the Company for fundingsome of the costs of the EBB and Top Up Offer incurred in the year. UAML hasnot charged any fees for their involvement in the EBB and Top Up Offer. In theprevious year, UAML had received a fee of £188,000 for acting as promoter tothe company, for that year's fundraising.

8 Dividends

The Directors have proposed a final dividend of 5 pence per share. Thedividend will be paid on 8 February 2013 to Shareholders on the Register on 11January 2013. Shareholders who wish to have dividends paid directly into theirbank account rather than sent by cheque to their registered address cancomplete a mandate for this purpose. Mandates can be obtained by telephoningthe Company's Registrars, Capita Capita Registrars on 0871 664 0300, (linesare open 8.30 am - 5.30 pm Mon - Fri, calls cost 10p per minute plus networkextras - if calling from overseas please ring +44 208 639 2157) or by writingto them at Capita Registrars, The Registry, 34 Beckenham Road, Beckenham,Kent, BR3 4TU. Alternatively you may visit their website,www.capitaregistrars.com/shareholders.

9 Post balance sheet events

On 5 November 2012, £800,000 was invested in newqualifying shares in Tangent Communications plc.

10 Statutory information

These are not full accounts in terms of section 434 of the Companies Act 2006.The Annual Report for the year to 30 September 2012 will be sent toshareholders shortly and will then be available for inspection at 30Haymarket, London SW1Y 4EX, the registered office of the Company. Copies ofthe Annual Report will shortly be available on the Company Secretary's and theInvestment Manager's websites, details of which can be found atwww.unicornaimvct.com. Statutory accounts will be delivered to the Registrarof Companies after the Annual General Meeting. The audited accounts for theyear ended 30 September 2012 contain an unqualified audit report.

11 Annual General Meeting

The Annual General Meeting of the Company will be held at 10.00 am onThursday, 7 February 2013 at the offices of Mobeus Equity Partners, 30Haymarket (4th floor), London SW1Y 4EX.

Contact details for further enquiries:

Chris Hutchinson of Unicorn Asset Management Limited (the Investment Manager), on 020 7253 0889.

Robert Brittain at Mobeus Equity Partners LLP (the CompanySecretary) on 020 7024 7600 or by e-mail on [email protected]

DISCLAIMER

Neither the contents of the Company's website nor the contents of any websiteaccessible from hyperlinks on the Company's website (or any other website) isincorporated into, or forms part of, this announcement.

Related Shares:

Unicorn Asset Management
FTSE 100 Latest
Value8,798.91
Change63.31