28th Sep 2009 07:00
Press release
London, 28 September 2009
Ludgate Environmental Fund (AIM: LEF) announces end of year results and first dividend
Ludgate Environmental Fund Limited ("LEF" or "the Fund"), the AIM quoted investment company focused exclusively on the environmental/cleantech sector, has released its end of year results to 30 June 2009.
At the closing price of 92p on 30 June 2009 the total return to shareholders for the year exceeded the FTSE AIM All-share index by 23%. LEF achieved a £15.0 million increase in NAV to £50.4 million (2008: £35.4 million) of which, £21.1 million is currently invested. Approximately £1.6 million was earned in interest income and dividends from these investments. The NAV per share at year end was 110p (2008: 120p).
As a result of LEF's success in generating income from its investments, the directors have been able to recommend a dividend of 1.5p per share.
The Company raised additional capital of £18 million gross of fees in November 2008 and made new investments of £7.8 million in the year ending 30 June 2009.
John Shakeshaft, Chairman of Ludgate Environmental Fund, said: "We are very pleased with the overall performance of the fund during what has been a very difficult year for most technology companies in our sector. The Investment Adviser has succeeded in generating income for shareholders, while strengthening the portfolio and minimising risk. Greater stability in the portfolio has been achieved through the Investment Adviser's engagement with investee companies. Income has been generated from the use of financial instruments such as preference shares, convertible securities and warrants, which have also served to lessen downside risks."
"Strengthened by the completion of a share offer at NAV in November 2008 at the height of the economic crisis, LEF is confident that our investment strategy is on track to deliver our objectives and that LEF remains well positioned for future growth," he added.
In July 2009, we appointed Matrix Corporate Capital LLP as the Company's corporate broker with a view of increasing research coverage and institutional shareholder relations and look forward to a fruitful relationship.
Please visit www.ludgateenvironmental.com to view the full report.
Copies of the Report and Accounts for the year ended 30 June 2009 have been sent to shareholders. Further copies will be available from the Company's registered office 22 Grenville Street, St Helier, Jersey JE4 8PX and from the Investment Adviser at Ludgate Investments Limited, 80 Cannon Street, London EC4N 6HL.
About Ludgate Environmental Fund Limited:
Ludgate Environmental Fund Limited ("LEF" or "the Fund") is a Jersey domiciled closed-ended investment company quoted on AIM under the symbols LEF.L and LEFW.L. The Fund was launched in August 2007 and now has assets of approximately £50 million across a diverse portfolio of Environmental/Cleantech companies.
The Fund focuses on companies with products or services which optimise the use of natural resources while reducing environmental impact in ways that enhance economic value. Opportunities include: energy efficiency and alternative energy sources including renewable energy; water treatment and management; waste management and resource recovery; industrial process advances and emission reduction technologies.
LEF aims to be an active investor, adding value through its industry expertise and networks, and in most cases taking a seat on the board of its investments. The Fund's Investment Adviser, Ludgate Investments Limited, has significant experience and a successful track record of investing in and helping to build companies within this sector.
Website: www.ludgateenvironmental.com
Ludgate Environmental Fund
John Shakeshaft +44 (0)7771 976 278
Ludgate Investments Limited
Nick Pople / Nigel Meir +44 (0)20 7621 5770
Media Enquiries
Carbon International PR
David Hopkins +44 (0)20 7483 3343
NOMAD
PricewaterhouseCoopers LLP
Melville Trimble +44(0)20 7583 5000
Broker
Matrix Corporate Capital LLP
Paul Fincham +44 (0)20 3206 7175
LUDGATE ENVIRONMENTAL FUND LIMITED |
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ANNUAL REPORT AND FINANCIAL STATEMENTS |
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FOR THE YEAR ENDED 30TH JUNE 2009 |
INVESTMENT POLICY
The Investment Policy of Ludgate Environmental Fund Limited (the "Company") is to provide capital growth through investment in a diverse portfolio of securities issued by environmental/cleantech companies over the life of the Company.
The environmental/cleantech sector includes companies whose businesses operate in the following areas:
Energy efficiency and alternative energy resources;
Water treatment and management;
Waste management and recycling (resource recovery);
Industrial process advances; and
Emission reduction technologies.
The Company invests in quoted and unquoted securities of companies at the development capital and expansion stages of growth. Earlier stage investments can also be made. The Company seeks to maximize returns and reduce risk through active engagement with the management of investee companies and the holding of substantial and influential minority interests.
The Company concentrates on companies in Continental Europe and the UK although its investments are not geographically restricted.
No single investment at subscription has a value greater than 15% of the net assets of the Company. No individual holding is reduced or increased due to either relative growth or reduction of the Company's other investments; the board remains conscious of the risk profile and expected returns from the portfolio.
The Company may borrow up to an amount equivalent to 25% of its net assets to finance investments or for any other purpose. The Board does not contemplate making any significant borrowing until and unless the portfolio is substantially invested in financial assets in the environmental/cleantech sector.
Seeking to provide significant total return to shareholders over the life of the Company, the Directors may recommend that there should be a distribution of income received from investment securities by way of dividend and the retention of any realised capital gains within the portfolio for further investment.
CHAIRMAN'S REPORT 2009
I am pleased to report to shareholders on the performance of Ludgate Environmental Fund Limited in the year to 30th June 2009. The net asset value of your Company increased to £50,375,963 (£35,362,006) of which £28,259,578 was held in cash and £21,156,749 in investments. In November 2008 a fund raising of £18,000,000 gross of fees was completed at the prevailing NAV of 108.7p per share. During the year £7,764,948 was spent on the purchase of new investments and £1,599,220 (£234,205) was received in interest income on investments and loan facilities. The NAV per share at year end was 110p (120p).
At the closing price of 92p on 30th June the total return to shareholders exceeded the FTSE AIM All-share index by 23%.
The Directors have reviewed your Company's investment strategy of seeking high total returns for shareholders over the life of the Company in the environmental/cleantech sector against the market performance of the Company's securities relative to NAV and also considered the portfolio of actual and potential investments regularly throughout the year. Taking account of the cash balances available for further strategic investment, the possibility of realisations from existing investments and the receipted income from interest bearing investment securities the directors have decided to recommend a dividend of 1.5p per share.
Recognising net losses on investments, your Company made a net loss of £2,986,039. At the operating level the Company was profitable.
The Directors have continued to monitor the performance of the portfolio against comparable funds and relevant indices, have regularly considered its total return objectives, and reviewed the expected rate and sectoral distribution of future investments. The Directors have also been concerned to reassure themselves on the investment quality and fair valuation of the underlying holdings as going concerns in the broader context of the year's severe economic dislocations.
Treasury policy and the cash holdings have been continuously reviewed through out the period of exceptional turmoil in banking markets and the balances appropriately placed with regard to the concentration, institutional, liquidity and duration risks assumed. Considering the likely timing and requirements of your Company's investments and the impact upon current earnings of the historic lows in sterling, dollar and euro interest rates the directors expect this to remain an area of particular focus. Currency hedges are not considered for investment purposes.
The extreme levels of asset price volatility and funding constraints in financial markets together with the deterioration of the broader UK and Continental European economies affected the economic performance of companies within the portfolio and the Directors endorsed the policy of more active management of the underlying investments. This has given greater assurance of the expected long term returns from existing assets as well as enhancing the experience of the Adviser for future investments.
Although certain governmental policy initiatives for small, new businesses and the environmental/cleantech sector across Europe continue to support our investment thesis and outlook, they have had no impact on the value of your investment holdings in the year under review. Having assessed each of your Company's holdings on a going concern basis, investment policies have been modified to permit the Company's participation in working capital facilities where this both underscores the expected returns from the original investment and is itself economically satisfactory. The board has, on the Adviser's recommendation, continued to value investments conservatively. The absence of new issuance in the high yield markets, the limitation in this period of activity in the equity capital markets to refinancing issues, widening credit spreads, the difficulty of credit for small and emerging companies and the significant downturn for most of the period in corporate acquisitions continued to depress the valuation and viability of both divestments and possible investments reviewed by the Adviser. Where appropriate, valuations reflect these conditions and the challenging economic circumstances for technology companies generally.
Your Company's slower rate of investment in this period therefore reflects a higher degree of assurance on the quality and performance of assets with a commensurately greater degree of active management. Similarly, the period has been notable for the Adviser's recommendation of financial instruments, particularly preference shares, convertible securities and warrants to lock in the expected returns and circumscribe the downside risks on particular investments.
Your Company has not, as had been expected in previous reporting, invested in apparently undervalued listed securities in the sector. The NAV includes no material gain from the market rises in the last quarter of the year. While this will have depressed short term returns the board believes that significant capital appreciation in the medium term relative with the payment of a progressive dividend will be achieved from our core investment policy. The completion of a share offer at NAV in November 2008 with prime institutions at the height of the banking crisis and with equity and commodity markets declining, represents a significant endorsement of the sectoral strategy, actual performance to date and expectations for your Company.
As described below, the Company is compliant with all the principles of the AIC Corporate Governance Guide for Investment Companies and those of Section One of the Combined Code with the exception of the role of a chief executive, executive directors' remuneration and the need for internal audit which are not considered relevant to an externally managed investment company. The Audit Committee has met regularly and reviewed your Company and the Manager's controls over financial reporting and made appropriate recommendations to the board.
We were pleased to welcome Sian Hansen as a Director, diversifying our skill sets around a common and proven competence in investment management.
Your board recognises the importance in changed and complex markets of effective communication with shareholders and investors. We have appointed Matrix as our new corporate brokers after a market testing exercise and look forward to expanding our shareholder base and increased research coverage with them. The Adviser is actively considering further co-investments with certain existing shareholders thereby both increasing the capital available for the Company's investments, the active management of investments and the breadth of the portfolio itself. In the year under review the investment in agri.capital was made as a co-investment with a shareholder, was followed by further investment in secured return securities, has led to the Adviser taking an active fiduciary role as a board observer and formed the basis of knowledge, understanding and context for additional investments in the European biogas markets. The active involvement in the strategic development of our holdings has increased your Company's opportunities in the built environment, waste management and recycling including waste to energy, renewable energy, energy efficiency, water treatment and associated environmental financial product brokerage sectors from existing investments and our established shareholders.
Your Company has also undertaken to improve its web based communication, comment and analysis of developments in the sector.
Your Board considers that the Manager and Adviser have performed creditably in difficult markets, maintained the strength and diversity of the portfolio within the environmental/cleantech sector and that with the depth of investable resources and co investor relationships are well placed to fulfill your Company's investment objectives.
DIRECTOR BIOGRAPHIES
John Shakeshaft - Chairman
John, 55, has 23 years' experience as a corporate finance and capital markets banker. He is currently director of: Tele2 AB listed on the Stockholm Exchange, TT Electronics plc listed on the London Stock Exchange, Xebec Absorption Inc listed on the Toronto Stock Exchange and a supervisory board member of The Economy Bank NV in the Netherlands. He is also advisory director of Corestone, AG, a Swiss Fiduciary investment management company, a director of Valiance Funds, an external member of the Audit Committee of Cambridge University and chairman of The Bush Theatre. He was previously a managing director in financial institutions at ABN AMRO, a partner of Lazard LLC and a managing director at ING Barings. He was educated at Cambridge, Princeton and London University and served for nine years in HM Diplomatic Service.
John is considered by the Company to be an independent director on the basis that he is independent of the Manager and the Adviser.
Matt Christensen - Director
Matt, 40, is the Executive director of Eurosif, a member-supported association dedicated to European sustainable and responsible investment public policy, research and promotion. He is also a director of Oikocredit, one of the largest private financiers of the microfinance sector worldwide as well as a director for the Munro Fundamental Tracker Fund. Matt is a frequent speaker at international events on sustainable finance matters and is a member of the European Commission's Co-ordination Committee to explore the future of sustainability policy in the EU. He was formerly a European director at The Motley Fool, a leading publisher of information on personal finance and investing. Prior to that, he advised European clients as a strategy consultant with Braxton Associates. He holds masters degrees from Wharton (MBA) and the University of Pennsylvania (MA).
Matt is considered by the Company to be an independent director on the basis that he is independent of the Manager and the Adviser.
Douglas Maccabe - Director
Douglas, 52, has 28 years' financial markets and investment experience and holds a number of directorships of private equity and property funds as well as sustainable energy funds. Previously a director of Chase Investment Bank and Vice president at Chase Manhattan Bank (now JP Morgan) in London where he held a number of senior pan-European finance and markets related roles before moving to Jersey. Douglas was a director of Mourant and is a graduate of Exeter University.
Douglas is considered by the Company to be an independent director on the basis that he is independent of the Adviser.
Helen Grant - Director
Helen, 43, is a director of Corporate Services for Mourant International Finance Administration. She has worked at Mourant since 1991 and has extensive experience in corporate governance and administration of companies in Jersey and other jurisdictions. She is a director of a large number of Jersey, Irish and Cayman special purpose vehicles participating in capital markets and structured financing transactions for major international institutions. Helen holds a BSc Honours degree from the University of Surrey (Physics with Modern Accoustics) and has been an Associate of the Institute of Chartered Secretaries and Administrators since 1992.
Helen is considered by the Company to be an independent director on the basis that she is independent of the Manager and the Adviser.
Sian Hansen - Director
Sian, 45, is the Managing director of Policy Exchange, the UK's leading centre-right think tank which is an educational charity promoting research and discourse on public policy, including environmental and climatic issues. She is also a director of The Women's Refuge Commission (USA). Sian currently provides a corporate governance proxy management service for fund investors. Sian was formerly Head of Sales for Asian equities at Société Générale. Prior to this Sian was an equity analyst and broker with Enskilda Securities in Europe.
Sian is considered by the Company to be an independent director on the basis that she is independent of the Manager and the Adviser.
MANAGER AND ADVISER'S REPORT
OPERATIONAL REVIEW
Highlights and Key Financial Data
Market Background
The year was dominated by the global economic downturn. The banking crisis of mid to late 2008 transitioned into a widespread global recession affecting almost every sector during the first half of 2009. Valuations across most asset classes fell significantly. As highlighted above, the FTSE AIM All Share Index fell by 44.8%, while the Morgan Stanley Europe Ex UK Equity Fund was less hard hit, but still negative for the period, falling 16.0%. There are some indications that the bottom of the housing cycle has been reached and commodity prices have strengthened, nonetheless significant uncertainty remains. The operating outlook for industrial companies and particularly those which are most heavily dependant on bank finance remains challenging.
The prospects for the environmental/cleantech market look considerably more positive than for other sectors, as the underlying drivers remain strong - long term, global regulation; pressures from population growth; increasing focus on climate change and pollution more broadly; energy security issues; and continued concerns over resource scarcity. Furthermore, some US$200 billion is expected to flow into environmental/cleantech activities as part of the economic stimulus packages announced worldwide during the first half of 2009. Contrary to concerns that a global economic recession could see environmental spending curtailed, the cleantech markets are seen as a means to help economies around the world pull out of the downturn. As proof of the resilience and continued attractiveness of the sector, venture investment for 2008 was the record to date, at over $8 billion, with 2009 on pace to come in second only to 2008. Furthermore, at a time when investments have heavily focused on follow-on rounds (reaching 84% of total cleantech venture investments in Q2 2009), the Company has maintained a forward-looking investment approach, with more than two thirds of investments during the year devoted to new companies (£5.2 million of £7.8 million invested during the period).
Fund Raising
The Company announced on 10 November 2008, that it had raised £18.0 million, gross of fees, at 108.7p by the placing of a further 16.6 million shares. It was particularly encouraging that many of the Company's major shareholders subscribed for this fund raising.
Operational Review
The Manager and Adviser believe that the Company has sufficient liquidity to benefit from new investments in this time of more realistic valuations. The Adviser continues to research and identify interesting opportunities. The Adviser also closely reviews and regularly tests the strategy, performance and liquidity position of each of the Company's investee companies.
The Adviser has developed a strong pipeline of potential investments. In the year to 30 June 2009, the Adviser recommended, and the Company completed, investments of £7.8 million, in three companies.
The investments made by the Company to date have principally been in the UK and Western Europe, with one in an Australian company, where the Adviser has strong links through its network and shareholders.
The Company's investments have been made across a broad range of financial instruments including equity, senior preference equity, convertibles and debt. Current market conditions have resulted in a number of the investments being structured to enhance downside protection through an emphasis on debt like instruments, including convertible loan stock.
Initially it was not expected that the Company would generate significant levels of income, however where investments have been structured on a debt or convertible basis, those particular instruments are generating interest income for the Company over the life of the investment. The Company received £1.6 million of income from investments during the year.
Interest and Dividends
The following table presents the investments that the Company has made to date, and the percentage of total available funds invested.
Pipeline
Our pipeline reflects the sector focus for the portfolio, with due diligence currently being conducted on the following areas; recycling, energy from waste, waste management, renewable energy and energy efficiency companies. The Adviser expects to recommend further investments to the Manager and Board of the Company in Q3 and Q4 2009.
Fund Team
Nick Pople, a co-founder and director of the Adviser has overall responsibility for making investment recommendations, deal structuring and sourcing on behalf of the Company.
Nigel Meir, joined the Adviser in May 2005 as a director and has responsibility for reviewing investment recommendations, sourcing deals on behalf of the Company and for investor and shareholder relations.
Bill Weil joined the Adviser in September 2008 and acts as portfolio manager, with responsibilities including deal sourcing and screening, technical due diligence, deal structuring and portfolio monitoring on behalf of the Company.
Edward Daniels joined the Adviser in January 2007 and acts as portfolio manager, focusing on financial due diligence and portfolio monitoring on behalf of the Company.
MAJOR INVESTMENTS
Hydrodec Group PLC (AIM:HYR)
Specialist Oils Recycling
Valuation at 30 June 2009 (method): £6.6m (quoted share price and Black Scholes method)
Amounts Invested: £3.5m (13,860,527 Ordinary shares), £3.0m (8% Convertible Unsecured Loan Stock)
Investment as % of Company Funds Raised: 13.6%
Company Ownership: 9.0% (assuming full conversion of all convertible loan notes)
Date(s) of Investment: November & December 2007; March, April & November 2008; February and June 2009
Company Summary:
Hydrodec's technology is a patented sustainable oil refining process that takes existing spent oil as feedstock to produce new specialty oils thus creating a virtuous "green" cycle. The process is closed loop and produces no harmful emissions. Hydrodec's first commercial process re-refines the used transformer oils that insulate and cool utility transformer boxes. It currently has commercially operating plants in Young, New South Wales in Australia and Canton, Ohio in the US, the largest market for transformer oil in the world.
Investments during the Year:
The Company has invested £1.23 million during the year subscribing for 7.15 million ordinary shares as part of three separate placings completed at 25p, 10p and 14p respectively. The additional investment brings the Company's total shareholding in Hydrodec to 13.86 million ordinary shares, before full conversion of the £3.0 million unsecured convertible loan note at 19p per share.
Highlights during the Year:
The opening of the new plant in Canton, Ohio with a capacity of approximately 30 million litres (8 million US gallons) per year.
In May 2009, Hydrodec announced that committed feedstock supply at Canton exceeded 90% of current available plant capacity and that sales commitments exceeded 60% of capacity with interest from the same customers for up to 85%.
An agreement with Consolidated Edison Company of New York to receive all of its used transformer oil, a minimum of 1.7 million litres per year.
An agreement to receive all of Exelon's used transformer oil (c. 650,000 gallons per year). The Chicago-based electricity utility ComEd, an Exelon company, has committed to purchase back this re-refined SUPERfine oil, effectively creating a closed-loop supply chain for transformer oil, the first of its kind in the utility industry.
The signing of an MOU, to progress the introduction of its technology and business to the Japanese market, with Kobelco Eco-Solutions Co. Ltd., a majority owned subsidiary of Kobe Steel. Demonstration trials for the benefit of the Japanese Environment Ministry have recently been completed at the Young plant, NSW, Australia.
Raising further capital in November 2008, February 2009 and June 2009 for working capital and for seed capital for proposed new plants in the US and Japan. The working capital shortfall had resulted partly from low transformer oil prices in the early part of 2009 which have since recovered.
Hydrodec's audited Financial Statement for the year ended 31 December 2008, showed that Group turnover for the year increased by 205% to £3.8 million (2007: £1.9 million), with overall operating losses of £8.4 million (2007: £2.3 million). The operating losses included £6.1 million due primarily to the write-off of investments as part of the Virotec transaction and other non-cash items. Net assets were £26.3 million (2007: £20.8 million).
Neil Gaskell was appointed Chairman at the AGM on 28th July 2009. Neil was previously Shell Group Treasurer, Director of Shell International Ltd and Deputy Chief Executive of Showa Shell Sekiyu KK in Japan. Additionally, Gillian Leates was appointed as a non-executive Director. Gillian was Investment Director on the main Board of Majedie Investments PLC. Rodger Sargent, a non-executive Director, retired from the Board at the AGM on the 28 July 2009, and John Dickson, Finance Director announced on 23rd July 2009, his intention to leave the Company to pursue other interests, but will remain with the Company until a replacement has been appointed..
John Gunn, non-executive director of the Adviser, is a director of Hydrodec.
agri.capital GmbH
Leading German Biogas Company
Valuation at 30 June 2009 (method): £4.6m (minimum guaranteed return)
Investment: €3.0m (£2.5m) 8% Preference Shares discounted with Detachable Warrants and €2.0m (£1.8m) 8% Preference Shares with Detachable Warrants
Investment as % of Company Funds Raised: 9.2%
Company Ownership: undetermined
Date(s) of Investment: December 2008 and April 2009
Company Summary:
agri.capital is a specialist developer, owner and operator of biogas plants in Germany, established in 2004. The business uses manure and various crop silages as feedstock to produce biogas as they decompose. This methane-rich gas mixture is either burned onsite to power a turbine to create electricity or cleaned to biomethane and fed into the existing German natural gas network. The fermentation residue is used as a high-quality fertilizer, returning nutrients to the soil.
agri.capital uses proven technology from leading German EPC contractors, has high and predictable cash flows and can rapidly roll-out fixed-price plants. The Company has secured locked-in feedstock contracts and plants have stable revenue streams. Their current portfolio includes more than 100 biogas plants in different project stages, working in partnership with over 200 farmers. Currently, there is 32.2MW of installed capacity under management across 44 sites.
Investments during the Year
In December 2008, the Company invested €3.0 million in the form of 8% preferred stock with detachable warrants as part of a €10 million funding round. A further investment of €2.0 million was made in April 2009 structured as 10% yielding preferred equity with detachable warrants, bringing the Company's total investment in agri.capital to €5.0 million.
Highlights during the Year:
In April 2009, a further fund raising of €60 million was completed in order to triple capacity by 2010 through 100 further plants bringing generation capacity to a total of 115MW under management.
A further ten plants at four sites with 6.8 MW are currently under construction. The construction phase of a 2.3 MW bio-methane-injection project started in June 2009.
Nick Pople and Bill Weil, a director and portfolio manager respectively of the Adviser to the company have observer status on the Board of agri.capital.
Rapid Action Packaging Limited
Food Packaging Solutions
Valuation at 30 June 2009 (method): £4.0m (cost)
Investment: £1.5m (2,397 Ordinary Shares), £2.5m (8% Unsecured Convertible Notes), £1.0m Committed Working Capital Facility (As at 30 June 2009 - £0.3m drawn down) and £0.1m of Warrants
Investment as % of Company Funds Raised: 9%
Company Ownership: 28.3% (assuming full conversion of Unsecured Convertible Notes)
Date(s) of Investment: April 2008 and June 2009
Company Summary:
Rapid Action Packaging Limited ("RAP") specialises in the design, manufacture and supply of innovative, ergonomic, cost effective and environmentally responsible packaging systems particularly for the "food on the move" marketplace. RAP's unique packaging solutions combine the benefits of both paper and film technologies to improve packaging as a vital tool in sales growth for food retailers whilst also putting a strong emphasis on environmental performance and responsibility. All RAP's products are available in fully recyclable materials. It has licensed production of certain of its products to third parties in the US and Asia. In Europe, product design, sales and production are based in Ireland and the UK.
Investments during the Year:
In June 2009, the Company committed to provide a £1.0 million working capital facility to RAP to fund equipment, installation costs and planned stock increased levels in advance of a new product launch aimed at Continental Europe and North America in the first quarter of 2010. As at 30 June 2009, RAP had drawn down £0.3m.
Highlights during the Year:
The Company announced the expansion of its Irish factory with a €3.3m investment supported with grant funding from Údarás na Gaeltachta, the regional economic authority, and additional equipment is scheduled to be installed in the three months ending 30 September 2009.
The equipment will enable the company to launch three new patented product lines aimed at the European "food on the move" market during the course of the coming financial year.
An agreement has recently been signed to supply a major UK based "food on the move" retailer, securing the business for a further three years.
Agreements have recently been signed with two food manufacturers securing the supply to a large UK high street retailer for a further two years.
The results for the year ended 30 September 2008 showed an increase in turnover for the year of some 10% compared with the previous year.
Nick Pople, a director of the Adviser, is a non-executive director of RAP.
Emergya Wind Technologies B.V.
Wind Turbine Manufacturing
Valuation at 30 June 2009 (method): £2.0m (valued at the warrant exercise price of April 2009)
Investment: £2.5m (8% Preference Shares with warrants and Loan Notes) and £0.1m of Detachable Warrants
Investment as % of Company Funds Raised: 8.8%
Company Ownership: 2.5%
Date(s) of Investment: December 2007, September 2008 and April 2009
Company Summary:
Emergya Wind Technologies B.V ("EWT") is a Dutch-based manufacturer and supplier of wind turbines and turnkey wind parks. It specialises in the development and manufacture of advanced direct-drive (gearless) wind turbines. EWT was established in 2004 by the acquisition of the intellectual property of Dutch wind turbines manufacturer Lagerwey. The current product consists of the 750 KW and the 900 KW series and EWT is also developing larger wind turbines for onshore applications.
Investments during the Year:
In September 2008, the Company invested an additional €1.0 million into EWT as part of a €31 million private placement into the Company. The additional investment into EWT has been made by way of preference shares. At the same time the Company, along with all the holders of the warranted loan and other shareholder loans, has converted its €2.0 million of warranted loan into preference shares in the company. In April 2009, the Company invested an additional €0.2 million into EWT as part of a €9.6 million convertible warranted loan into the company. Post conversion of the warranted loan and follow-on equity investment, the Company holds 4.1 million shares in EWT, representing 2.5% of the share capital of the company.
Highlights during the Year:
The pipeline of orders for EWT is showing signs of recovery particularly in the US market, following the recent Recovery & Reinvestment Act, but the availability of debt financing continues to challenge the rate of growth.
STX Services B.V.
Environmental Product Broking / Trading
Valuation at 30 June 2009 (method): £3.0m (based on 3x PAT multiple)
Investment: €0.8m (£0.7m) Ordinary Shares
Investment as % of Company Funds Raised: 1.5%
Company Ownership: 19.2%
Date(s) of Investment: December 2007, January 2008, June 2008 and March 2009.
Company Summary:
STX Services B.V. ("STX") is an Amsterdam-based company specialising in the broking and trading of environmental financial products with a particular focus on the carbon markets. STX has mostly been active in broking and trading EU Emission Allowances ("EUAs") but has diversified into transactions in Certified Emission Reduction ("CERs"), Voluntary Emissions Reduction ("VERs"), Biofuel Tickets, Green Certificates and Electricity Load-Profile Arbitrage. STX is active across the European markets.
Investments during the Year:
In March 2009, the Company converted its Convertible Loan Stock into Ordinary Shares, increasing the percentage ownership from 10.0% to 19.2%.
Highlights during the Year:
The brokerage activity of STX has performed above expectations, as transactions in EUAs and CERs have increased significantly in Phase 2 of the European Emission Trading Scheme. Green Certificates and Biofuels have also shown growth.
The load-profile trading activity was closed in November 2008 following a period of underperformance due to a combination of huge volatility in power prices and decreasing liquidity in these markets related to the credit crisis.
Total dividends have already paid back the Company's initial investment in STX and current trading for FY10 is on budget for higher revenues than FY09.
STX is consistently attracting new clients and revenue generating areas include: spot EUA's; spot CERs; RECs (spot and forward) including STX's first UK REC deal; biofuel tickets; biofuel barges; and NOX.
STX completed its first Compulsory Stock Obligation ("CSO") deal. The scheme is administered by the UK Department of Industry; a CSO is a minimum stock of fuel reserves that must be held by a supplier against shortages or interruptions in supply.
The team has expanded to 9 full time employees with one more expected to join in September and is still recruiting.
Nick Pople, a director of the Adviser, is a member of the supervisory committee of STX, and Nigel Meir, a director of the Adviser, is a member of the credit committee of STX.
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DIRECTORS' REPORT |
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The Directors present their report and the audited financial statements for the year ended 30th June 2009. |
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INCORPORATION |
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The Company was incorporated in Jersey, Channel Islands on 7th June 2007. |
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ACTIVITIES |
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The Company is a closed-ended investment company investing in the environmental/cleantech sector including energy efficient and alternative energy sources, waste treatment and management, waste management and recycling, industrial process advances and emission reduction technologies. |
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RESULTS AND DIVIDENDS |
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The net decrease in net assets attributable to shareholders from operations for the year amounted to £2,986,039 (net increase in net assets attributable to shareholders from operations for the period from 7th June 2007 to 30th June 2008 amounted to £5,632,575). |
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Subsequent to the balance sheet date, the Directors have recommended a dividend for the year ended 30th June 2009 of 1.5 pence per share in issue as at 18th September 2009 (Period ended 30th June 2008: £nil). |
||||||||||||||||||||||||||||||||||||||
GOING CONCERN |
||||||||||||||||||||||||||||||||||||||
The Directors are of the opinion that the Company is a going concern, and the financial statements have been prepared on that basis. |
||||||||||||||||||||||||||||||||||||||
CORPORATE GOVERNANCE |
||||||||||||||||||||||||||||||||||||||
As a Jersey incorporated company and under the AIM Rules for Companies, the Company is not required to comply with the Combined Code published by the Financial Reporting Council (the "2006 FRC Code"). However, it is the Company's policy to comply with best practice on good corporate governance that is applicable to investment companies. |
||||||||||||||||||||||||||||||||||||||
The Board has therefore considered the principles and recommendations of the AIC's Code of Corporate Governance (the 'AIC Code') by reference to the AIC Corporate Governance Guide for Investment Companies (the 'AIC Guide'). The AIC Code, as explained by the AIC Guide, addresses all the principles set out in Section 1 of the Combined Code, as well as setting out additional principles and recommendations on issues specific to investment companies. |
||||||||||||||||||||||||||||||||||||||
The Board considers that it is appropriate to report against the principles and recommendations of the AIC Code, and by reference to the AIC Guide (which incorporates the Combined Code) and that the Company has complied with the principles and recommendations throughout the accounting period, except where indicated below. The following statement describes how the relevant principles of governance are applied to the Company. |
||||||||||||||||||||||||||||||||||||||
THE BOARD |
||||||||||||||||||||||||||||||||||||||
The Board currently consists of five non-executive Directors, the Chairman is John Shakeshaft. The Directors consider that the Chairman is independent for the purposes of the AIC Code. The Board considers that, with the exception of Douglas Maccabe, the Directors are independent of the Investment Manager. |
||||||||||||||||||||||||||||||||||||||
The Company has no executive directors and no employees. However, the Board has engaged external companies to undertake the investment management, administrative activities of the Company and the production of the Annual Report and Financial Statements which are independently audited. Clear documented contractual arrangements are in place between these firms that define the areas where the Board has delegated responsibility to them. Whilst the Board delegates responsibility, it retains accountability for the functions it delegates and is responsible for the systems of internal control. |
||||||||||||||||||||||||||||||||||||||
|
|
|
||||||||||||||||||||||||||||||||||||
The Board meets at least four times a year and between these formal meetings there is regular contact with the Manager, Adviser, Nomad and Broker. The Directors are kept fully informed of investment and financial controls, and other matters that are relevant to the business of the Company and should be brought to the attention of the Directors. The Directors also have access to the Secretary and, where necessary in the furtherance of their duties, to independent professional advice at the expense of the Company. |
||||||||||||||||||||||||||||||||||||||
The Board has a breadth of experience relevant to the Company and they have access to independent professional advice at the Company's expense where they deem it necessary to discharge their responsibility as Directors. The Directors believe that any changes to the Board's composition can be managed without undue disruption. With any new appointment of a Director to the Board, consideration will be given as to whether a formal induction process is appropriate and if any relevant training is to be offered. |
||||||||||||||||||||||||||||||||||||||
The Board considers agenda items laid out in the notice and agenda which are formally circulated to the Board in advance of a meeting as part of the Board papers and therefore Directors may request any agenda items to be added that they consider appropriate for Board discussion. Additionally, each Director is required to inform the Board of any potential or actual conflicts of interest prior to Board discussion. |
||||||||||||||||||||||||||||||||||||||
All members of the Board are expected to attend each Board meeting and to arrange their schedules accordingly, although non-attendance is unavoidable in certain circumstances. |
||||||||||||||||||||||||||||||||||||||
The number of meetings of the full Board and the Audit Committee attended by each Director is set out below: |
||||||||||||||||||||||||||||||||||||||
|
Board Meetings |
Audit Committee Meetings |
Other Meetings |
|||||||||||||||||||||||||||||||||||
Held |
Attended |
Held |
Attended |
Held |
Attended |
|||||||||||||||||||||||||||||||||
John Shakeshaft |
19 |
15 |
3 |
2 |
1 |
1 |
||||||||||||||||||||||||||||||||
Douglas Maccabe |
19 |
13 |
N/A |
N/A |
1 |
1 |
||||||||||||||||||||||||||||||||
Matt Christensen |
19 |
13 |
3 |
3 |
1 |
0 |
||||||||||||||||||||||||||||||||
Helen Grant |
19 |
7 |
3 |
2 |
1 |
0 |
||||||||||||||||||||||||||||||||
Sian Hansen (appointed 24th April 2009) |
19 |
4 |
3 |
1 |
1 |
0 |
||||||||||||||||||||||||||||||||
The Board has been continuously engaged in a review of the Company's strategy with the Adviser and Manager to ensure the employment of appropriate strategies under prevailing market, political and economic conditions at any particular time, within the overall investment restrictions of the Company. |
||||||||||||||||||||||||||||||||||||||
To support the review of the strategy, the Board has focused at Board Meetings on a review of individual investments and returns, country exposure, the overall portfolio performance and associated matters such as gearing and pipeline investment opportunities. Additionally a strong focus of attention is given to marketing/investor relations, risk management and compliance, peer group information and industry issues. |
||||||||||||||||||||||||||||||||||||||
The Board evaluates each Director's own performance on an annual basis and believes that the mix of skills, experience, ages and length of service are appropriate to the requirements of the Company and in accordance with the AIC Code. Directors shall retire and stand for re-election at intervals of no more than three years. Each Director is appointed subject to the provisions of the Articles of Association in relation to retirement. |
||||||||||||||||||||||||||||||||||||||
BOARD RESPONSIBILITIES |
||||||||||||||||||||||||||||||||||||||
The Directors meets at least four times a year to consider, as appropriate, such matters as: |
||||||||||||||||||||||||||||||||||||||
• The overall objectives for the Company; |
||||||||||||||||||||||||||||||||||||||
• Risk assessment and management, including reporting, monitoring, governance and control; |
||||||||||||||||||||||||||||||||||||||
• Any shifts in strategy that may be appropriate in light of changes in market conditions; |
||||||||||||||||||||||||||||||||||||||
• The appointment, and ongoing monitoring, through regular reports and meetings of the Investment Manager, administrator and other service providers; |
||||||||||||||||||||||||||||||||||||||
• Review of the Company's investment performance; |
||||||||||||||||||||||||||||||||||||||
• Share price performance; |
||||||||||||||||||||||||||||||||||||||
• Statutory obligations and public disclosure; |
||||||||||||||||||||||||||||||||||||||
• The shareholder profile of the Company; and |
||||||||||||||||||||||||||||||||||||||
• Transactional and other general matters affecting the Company |
||||||||||||||||||||||||||||||||||||||
These matters are discussed by the Board to clearly demonstrate the seriousness with which the Directors take their fiduciary responsibilities and as an ongoing means of measuring and monitoring the effectiveness of their actions. |
||||||||||||||||||||||||||||||||||||||
COMMITTEES OF THE BOARD |
||||||||||||||||||||||||||||||||||||||
The Board has not deemed it necessary to appoint a nomination or remuneration committee as, being comprised wholly of non-executive Directors, the whole Board considers these matters. |
||||||||||||||||||||||||||||||||||||||
AUDIT COMMITTEE |
||||||||||||||||||||||||||||||||||||||
The Board operates an Audit Committee which consists of Matt Christensen, Helen Grant, Sian Hansen and John Shakeshaft. The Audit Committee operates within defined terms of reference as agreed by the Board which are available from the Company Secretary upon request. The Audit Committee function is to ensure the Company's financial performance is properly reported on and monitored and the Committee review the following: |
||||||||||||||||||||||||||||||||||||||
• The annual and interim financial statements; |
||||||||||||||||||||||||||||||||||||||
• Results; |
||||||||||||||||||||||||||||||||||||||
• Internal control systems and procedures; |
||||||||||||||||||||||||||||||||||||||
• Accounting policies of the Company; |
||||||||||||||||||||||||||||||||||||||
• The auditor's effectiveness and independence; |
||||||||||||||||||||||||||||||||||||||
• Announcements; and |
||||||||||||||||||||||||||||||||||||||
• The auditor's remuneration and engagement, as well as any non-audit services provided by them. |
||||||||||||||||||||||||||||||||||||||
When required the Audit Committee meetings are also attended by the Administrator and the Company's Auditors. The number of meetings of the Audit Committee attended by each Director is set in the table detailed above. |
||||||||||||||||||||||||||||||||||||||
INTERNAL CONTROLS |
||||||||||||||||||||||||||||||||||||||
The Board is ultimately responsible for the Company's system of internal control and for reviewing its effectiveness. The Board confirms that there is an ongoing process for identifying, evaluating and managing the significant risks faced by the Company. This process has been in place for the year under review and up to the date of approval of this Annual Report and Financial Statements. In line with general market practice for investment companies, the Directors do not conduct a formal annual review of the internal controls. However, the Board does conduct an annual review of the financial reporting procedures and corporate governance controls and feels that the procedures employed by the service providers adequately mitigate the risks to which the Company is exposed. |
||||||||||||||||||||||||||||||||||||||
The key procedures which have been established to provide effective internal controls are as follows: |
||||||||||||||||||||||||||||||||||||||
• The Directors of the Company clearly define the duties and responsibilities of their agents and advisers in the terms of their contracts; |
||||||||||||||||||||||||||||||||||||||
• The Board reviews financial information produced by the Manager on a regular basis; and |
||||||||||||||||||||||||||||||||||||||
• The Company does not have an internal audit department. All of the Company's management functions are delegated to independent third parties and it is therefore felt that there is no need for the Company to have an internal audit facility. |
||||||||||||||||||||||||||||||||||||||
The internal control systems are designed to meet the Company's particular needs and the risks to which it is exposed. Accordingly, the internal control systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and by their nature can only provide reasonable and not absolute assurance against misstatement and loss. |
||||||||||||||||||||||||||||||||||||||
RELATIONSHIPS WITH SHAREHOLDERS |
||||||||||||||||||||||||||||||||||||||
The Adviser and Manager maintain a regular dialogue with major shareholders, the feedback from which is reported to the Board. In addition, Board members will be available to respond to shareholders' questions at the Annual General Meeting. |
||||||||||||||||||||||||||||||||||||||
The Board monitors the trading activity and shareholder profile on a regular basis. |
||||||||||||||||||||||||||||||||||||||
Shareholder sentiment is also ascertained by the careful monitoring of the premium/discount that the shares are traded in the market when compared to those experienced by similar companies. Major shareholders are contacted directly by the Adviser on a regular basis. |
||||||||||||||||||||||||||||||||||||||
The Company reports formally to shareholders twice a year and a proxy voting card is sent to shareholders with the Annual Report and Financial Statements. Additionally, current information is provided to shareholders on an ongoing basis through the Company's website. The Secretary monitors the voting of the shareholders and proxy voting is taken into consideration when votes are cast at the Annual General Meeting. Shareholders may contact the Directors via the Company Secretary. |
||||||||||||||||||||||||||||||||||||||
DIRECTORS |
||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||
The Directors who held office during the year and subsequently were:- |
||||||||||||||||||||||||||||||||||||||
J.C. Shakeshaft |
||||||||||||||||||||||||||||||||||||||
M.P. Christensen |
||||||||||||||||||||||||||||||||||||||
H.C. Grant |
||||||||||||||||||||||||||||||||||||||
D.J. Maccabe |
||||||||||||||||||||||||||||||||||||||
S.E. Hansen |
(appointed 24th April 2009) |
|||||||||||||||||||||||||||||||||||||
COMPANY SECRETARY |
||||||||||||||||||||||||||||||||||||||
The Company Secretary is Mourant & Co. Secretaries Limited of 22 Grenville Street, St. Helier, Jersey, JE4 8PX. |
||||||||||||||||||||||||||||||||||||||
INDEPENDENT AUDITORS |
||||||||||||||||||||||||||||||||||||||
BDO Alto Limited have expressed their willingness to continue in office. |
||||||||||||||||||||||||||||||||||||||
REGISTERED OFFICE |
||||||||||||||||||||||||||||||||||||||
22 Grenville Street |
||||||||||||||||||||||||||||||||||||||
St. Helier |
||||||||||||||||||||||||||||||||||||||
Jersey |
||||||||||||||||||||||||||||||||||||||
JE4 8PX |
||||||||||||||||||||||||||||||||||||||
BY ORDER OF THE BOARD |
||||||||||||||||||||||||||||||||||||||
Marisa Warren |
||||||||||||||||||||||||||||||||||||||
Authorised Signatory |
||||||||||||||||||||||||||||||||||||||
Mourant & Co. Secretaries Limited |
||||||||||||||||||||||||||||||||||||||
Secretary |
||||||||||||||||||||||||||||||||||||||
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS |
||||||||||||||||||||||||||||||||||||||
The Directors are responsible for preparing the financial statements in accordance with applicable law and International Financial Reporting Standards, as adopted by the European Union. |
||||||||||||||||||||||||||||||||||||||
Jersey company law requires the Directors to prepare financial statements for each financial year, which give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to: |
||||||||||||||||||||||||||||||||||||||
• |
Select suitable accounting policies and then apply them consistently; |
|||||||||||||||||||||||||||||||||||||
• |
Make judgements and estimates that are reasonable and prudent; |
|||||||||||||||||||||||||||||||||||||
• |
State whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
|||||||||||||||||||||||||||||||||||||
• |
Prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business. |
|||||||||||||||||||||||||||||||||||||
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements have been properly prepared in accordance with the Companies (Jersey) Law 1991. 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 have taken all steps that they ought to have taken to make themselves aware of the information needed by the Company's auditors for the purpose of their audit and to ensure that the auditors are aware of that information. The Directors are not aware of any relevant information of which the auditors are unaware. |
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
||||||||||||||||||||||||||||||||||
BALANCE SHEET |
||||||||||||||||||||||||||||||||||||||
AS AT 30TH JUNE 2009 |
||||||||||||||||||||||||||||||||||||||
Notes |
2009 |
2008 |
||||||||||||||||||||||||||||||||||||
ASSETS |
(restated) |
|||||||||||||||||||||||||||||||||||||
Non-current assets |
||||||||||||||||||||||||||||||||||||||
Financial assets at fair value through profit or loss |
7 |
20,646,179 |
18,003,084 |
|||||||||||||||||||||||||||||||||||
Loans receivable |
10 |
510,570 |
- |
|||||||||||||||||||||||||||||||||||
21,156,749 |
18,003,084 |
|||||||||||||||||||||||||||||||||||||
Current assets |
||||||||||||||||||||||||||||||||||||||
Derivatives at fair value through profit or loss |
8 |
194,334 |
- |
|||||||||||||||||||||||||||||||||||
Loan receivable |
10 |
- |
399,361 |
|||||||||||||||||||||||||||||||||||
Trade and other receivables |
11 |
976,003 |
483,483 |
|||||||||||||||||||||||||||||||||||
Cash and cash equivalents |
9 |
28,259,578 |
17,468,862 |
|||||||||||||||||||||||||||||||||||
29,429,915 |
18,351,706 |
|||||||||||||||||||||||||||||||||||||
TOTAL ASSETS |
£ |
50,586,664 |
£ |
36,354,790 |
||||||||||||||||||||||||||||||||||
LIABILITIES |
||||||||||||||||||||||||||||||||||||||
Non-current liabilities |
||||||||||||||||||||||||||||||||||||||
Retention of performance fees |
13 |
183,853 |
183,398 |
|||||||||||||||||||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||||||||||||||||
Trade and other payables |
12 |
26,848 |
809,386 |
|||||||||||||||||||||||||||||||||||
TOTAL LIABILITIES EXCLUDING NET ASSETS ATTRIBUTABLE TO SHAREHOLDERS |
210,701 |
992,784 |
||||||||||||||||||||||||||||||||||||
NET ASSETS ATTRIBUTABLE TO SHAREHOLDERS |
14 |
50,375,963 |
35,362,006 |
|||||||||||||||||||||||||||||||||||
TOTAL LIABILITIES INCLUDING NET ASSETS ATTRIBUTABLE TO SHAREHOLDERS |
£ |
50,586,664 |
£ |
36,354,790 |
||||||||||||||||||||||||||||||||||
£ |
£ |
|||||||||||||||||||||||||||||||||||||
Net asset value per ordinary share outstanding |
14 |
1.10 |
1.20 |
|||||||||||||||||||||||||||||||||||
These financial statements on pages 18 to 46 were approved and authorised for issue by the Board of Directors on the 24th day of September 2009 and were signed on its behalf by: |
||||||||||||||||||||||||||||||||||||||
Director: John Shakeshaft |
||||||||||||||||||||||||||||||||||||||
INCOME STATEMENT |
||||||||||||||||||||||||||||||||||||||
FOR THE YEAR ENDED 30TH JUNE 2009 |
||||||||||||||||||||||||||||||||||||||
1st Jul 08 |
7th Jun 07 |
|||||||||||||||||||||||||||||||||||||
to |
to |
|||||||||||||||||||||||||||||||||||||
Notes |
30th Jun 09 |
30th Jun 08 |
||||||||||||||||||||||||||||||||||||
INCOME: |
||||||||||||||||||||||||||||||||||||||
Deposit interest income |
989,694 |
1,194,199 |
||||||||||||||||||||||||||||||||||||
Income on financial assets at fair value through profit or loss |
1,596,697 |
230,960 |
||||||||||||||||||||||||||||||||||||
Loan facility interest |
2,523 |
2,704 |
||||||||||||||||||||||||||||||||||||
Commitment fees |
- |
541 |
||||||||||||||||||||||||||||||||||||
Gain on financial instruments at fair value through profit or loss |
7, 8 |
- |
6,718,978 |
|||||||||||||||||||||||||||||||||||
Other income |
1,229 |
2,417 |
||||||||||||||||||||||||||||||||||||
Placement fees |
16,941 |
- |
||||||||||||||||||||||||||||||||||||
Movement on foreign exchange |
307,512 |
4,476 |
||||||||||||||||||||||||||||||||||||
2,914,596 |
8,154,275 |
|||||||||||||||||||||||||||||||||||||
EXPENDITURE: |
||||||||||||||||||||||||||||||||||||||
Loss on financial instruments at fair value through profit or loss |
7, 8 |
4,394,769 |
- |
|||||||||||||||||||||||||||||||||||
Legal fees |
3,231 |
81,026 |
||||||||||||||||||||||||||||||||||||
Professional fees |
161,500 |
299,803 |
||||||||||||||||||||||||||||||||||||
Investment management fees |
18 |
838,495 |
527,799 |
|||||||||||||||||||||||||||||||||||
Performance fees |
3 |
- |
916,988 |
|||||||||||||||||||||||||||||||||||
Administration & accountancy fees |
58,528 |
52,864 |
||||||||||||||||||||||||||||||||||||
Fee paid on behalf of a third party |
- |
9,750 |
||||||||||||||||||||||||||||||||||||
Directors' fees and expenses |
4 |
71,213 |
43,560 |
|||||||||||||||||||||||||||||||||||
Audit fees |
9,750 |
6,500 |
||||||||||||||||||||||||||||||||||||
Issue costs |
360,000 |
581,187 |
||||||||||||||||||||||||||||||||||||
Miscellaneous charges |
3,149 |
2,223 |
||||||||||||||||||||||||||||||||||||
5,900,635 |
2,521,700 |
|||||||||||||||||||||||||||||||||||||
(DECREASE)/INCREASE IN NET ASSETS ATTRIBUTABLE TO SHAREHOLDERS FROM OPERATIONS |
£ |
( 2,986,039) |
£ |
5,632,575 |
|
|
|
|
|
|
|
|
|||||||||
STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO SHAREHOLDERS |
||||||||||||||||
FOR THE YEAR ENDED 30TH JUNE 2009 |
||||||||||||||||
Change in net assets |
Total |
|||||||||||||||
Ordinary shares and |
attributable |
net assets attributable |
||||||||||||||
|
warrants issued |
|
|
to shareholders |
|
|
to shareholders |
|||||||||
FOR THE YEAR ENDED 30TH JUNE 2009 |
||||||||||||||||
Opening balance as at 1st July 2008 |
29,729,431 |
5,632,575 |
35,362,006 |
|||||||||||||
Issue of ordinary shares |
17,999,996 |
- |
17,999,996 |
|||||||||||||
Decrease in net assets attributable to shareholders from operations |
- |
( 2,986,039) |
( 2,986,039) |
|||||||||||||
Balance at 30th June 2009 |
£ |
47,729,427 |
£ |
2,646,536 |
£ |
50,375,963 |
||||||||||
FOR THE PERIOD ENDED 30TH JUNE 2008 |
||||||||||||||||
Opening balance as at 7th June 2007 |
- |
- |
- |
|||||||||||||
Issue of ordinary shares on incorporation |
2 |
- |
2 |
|||||||||||||
Issue of ordinary shares on IPO |
26,735,099 |
- |
26,735,099 |
|||||||||||||
Subsequent issue of ordinary shares |
2,994,330 |
- |
2,994,330 |
|||||||||||||
Increase in net assets attributable to shareholders from operations |
- |
5,632,575 |
5,632,575 |
|||||||||||||
Balance at 30th June 2008 |
£ |
29,729,431 |
£ |
5,632,575 |
£ |
35,362,006 |
|
|
|
|
||||||||||||||||||||||||||||||||||
CASH FLOW STATEMENT |
|||||||||||||||||||||||||||||||||||||
FOR THE YEAR ENDED 30TH JUNE 2009 |
|||||||||||||||||||||||||||||||||||||
1st Jul 08 |
7th Jun 07 |
||||||||||||||||||||||||||||||||||||
to |
to |
||||||||||||||||||||||||||||||||||||
Notes |
30th Jun 09 |
30th Jun 08 |
|||||||||||||||||||||||||||||||||||
Cash flows from operating activities |
17 |
( 1,386,495) |
( 609,129) |
||||||||||||||||||||||||||||||||||
Cash flows from investing activities |
|||||||||||||||||||||||||||||||||||||
Purchase of investments |
7 |
( 7,232,198) |
(11,284,106) |
||||||||||||||||||||||||||||||||||
Interest and dividends received |
1,213,110 |
32,027 |
|||||||||||||||||||||||||||||||||||
Loan finance provided |
10 |
( 532,750) |
( 399,361) |
||||||||||||||||||||||||||||||||||
Loan finance repaid |
10 |
399,361 |
- |
||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||
Net cash used in investing activities |
( 6,152,477) |
(11,651,440) |
|||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||
Cash flows from financing activities |
|||||||||||||||||||||||||||||||||||||
Proceeds from issue of ordinary shares during the year/period |
14 |
17,999,996 |
29,729,431 |
||||||||||||||||||||||||||||||||||
Net cash generated from financing activities |
17,999,996 |
29,729,431 |
|||||||||||||||||||||||||||||||||||
Net increase in cash and cash equivalents |
10,461,024 |
17,468,862 |
|||||||||||||||||||||||||||||||||||
Effects from changes in exchange rates on cash and cash equivalents |
329,692 |
- |
|||||||||||||||||||||||||||||||||||
Cash and cash equivalents at beginning of the year/period |
17,468,862 |
- |
|||||||||||||||||||||||||||||||||||
Cash and cash equivalents at end of the year/period |
9 |
£ |
28,259,578 |
17,468,862 |
|||||||||||||||||||||||||||||||||
NOTES TO THE FINANCIAL STATEMENTS |
|||||||||||||||||||||||||||||||||||||
FOR THE YEAR ENDED 30TH JUNE 2009 |
|||||||||||||||||||||||||||||||||||||
1. |
REPORTING ENTITY |
||||||||||||||||||||||||||||||||||||
The Company was registered as a public company on 7 June 2007 with registered number 97690 under the Companies (Jersey) Law 1991. The Company joined the Alternative Investment Market ("AIM") on 2nd August 2007. The registered office of the Company is 22 Grenville Street, St Helier, Jersey, JE4 8PX. |
|||||||||||||||||||||||||||||||||||||
The Company will have a life of approximately eight years from Admission to AIM, expiring on 30th June 2015 (the "Proposed Wind-up Date"). The Directors may, not less than three months prior to the Proposed Wind-Up Date, propose a special resolution to extend the life of the Company by four years. Further such resolutions may then be proposed in the same manner not less than three months prior to the expiry of each such four year period. |
|||||||||||||||||||||||||||||||||||||
2. |
ACCOUNTING POLICIES |
||||||||||||||||||||||||||||||||||||
a) Statement of compliance |
|||||||||||||||||||||||||||||||||||||
These financial statements have been prepared in accordance with International Financial Reporting Standards published by the International Accounting Standards Board ("IASB") as adopted by the European Union and interpretations issued by the International Financial Reporting Interpretations Committee. |
|||||||||||||||||||||||||||||||||||||
New standards, amendments and interpretations which are effective for the current period |
|||||||||||||||||||||||||||||||||||||
- IFRIC 12: Service concession arrangements (Effective for periods beginning on or after 1 January 2008). |
|||||||||||||||||||||||||||||||||||||
- IFRIC 14 and IAS 19: The limit on a defined benefit asset, minimum funding requirements and their interaction (Effective for periods beginning on or after 1 January 2008). |
|||||||||||||||||||||||||||||||||||||
The implementation of these new interpretations to existing international standards did not have any impact on the Company's accounting policies or treatments. |
|||||||||||||||||||||||||||||||||||||
Applicable new standards and interpretations not yet effective |
|||||||||||||||||||||||||||||||||||||
In November 2006, the IASB issued IFRS 8, "Operating Segments" which is effective for annual periods beginning on or after 1 January 2009. The standard requires segmental disclosure based on the components of the entity that management monitors in making decisions about operating matters. This "management approach" differs from IAS 14, which currently requires the disclosure of two sets of segments, business and geographical segments, based on a desegregation of information contained in the financial statements. Under IFRS 8 operating segments become reportable based on threshold tests related to revenues, results and assets. The Company will apply IFRS 8 for its accounting period commencing 1 July 2009. |
|||||||||||||||||||||||||||||||||||||
IAS 1 (Revised) Presentation of financial statements (Effective for periods beginning on after 1 January 2009). This amendment is aimed at improving a user's ability to analyse and compare the information in financial statements, and includes amongst other things, optional amendments to the titles of primary statements, a requirement to present a second comparative balance sheet when an entity retrospectively applies an accounting policy and changes in disclosures relating to dividends. The Company will apply the amendment for its accounting period commencing 1 July 2009. |
|||||||||||||||||||||||||||||||||||||
The Company has made an initial assessment of the impact of these new standards and amendments and it is not considered that they will have any significant impact on the performance or position of the Company. |
|||||||||||||||||||||||||||||||||||||
New standards and interpretations not yet effective and not applicable |
|||||||||||||||||||||||||||||||||||||
The following standards, amendments and interpretations to existing standards have been published and are mandatory for the Company's accounting periods beginning on or after 1st July 2009 or later periods but are not relevant for the Company's operations: |
|||||||||||||||||||||||||||||||||||||
New standards and interpretations not yet effective and not applicable - (continued) |
|||||||||||||||||||||||||||||||||||||
- IFRS 2 (Amendment) Share based payments (Effective for periods beginning on or after 1 January 2009). |
|||||||||||||||||||||||||||||||||||||
- IFRS 3 (Revised) Business Combinations and IAS 27 consolidated and separate financial statements (Effective for periods beginning on or after 1 July 2009). |
|||||||||||||||||||||||||||||||||||||
- IAS 23 (Revised) Borrowing Costs (Effective for periods beginning on or after 1 January 2009). |
|||||||||||||||||||||||||||||||||||||
- IAS 32 (Revised) Financial Instruments: Presentation and IAS 1 Presentation of financial statements - Puttable financial instruments and obligations arising on liquidation (Effective for periods beginning on or after 1 January 2009). |
|||||||||||||||||||||||||||||||||||||
- IAS 39 (Revised) Financial Instruments: Recognition and Measurement - Eligible Hedged Items (Effective for periods beginning on or after 1 July 2009). |
|||||||||||||||||||||||||||||||||||||
- IAS 39 (Revised Financial Instruments: Recognition and Measurement and IFRS 7 Financial Instruments: Disclosures - Reclassification of Financial Assets (Effective for periods beginning on or after 1 January 2009). |
|||||||||||||||||||||||||||||||||||||
- IFRIC 13 Customer Loyalty Programmes (Effective for periods beginning on or after 1 July 2009). |
|||||||||||||||||||||||||||||||||||||
- IFRIC 15 Agreements for the construction of real estate (Effective for periods beginning on or after 1 January 2009). |
|||||||||||||||||||||||||||||||||||||
- IFRIC 16 Hedges of Net Investment in a Foreign Operation (Effective for periods beginning on or after 1 October 2008). |
|||||||||||||||||||||||||||||||||||||
- IFRIC 17 Distributions of Non-cash Assets to Owners (Effective for periods beginning on or after 1 July 2009). |
|||||||||||||||||||||||||||||||||||||
- IFRIC 18 Transfer of assets from customers (Effective for periods beginning on or after 1 July 2009). |
|||||||||||||||||||||||||||||||||||||
The IASB has issued amendments to twenty IFRS Standards which amend twenty standards. The amendments include changes in presentation, recognition and measurement plus terminology and editorial changes. Most of the amendments are effective for annual periods beginning on or after 1 January 2009. |
|||||||||||||||||||||||||||||||||||||
b) Comparatives |
|||||||||||||||||||||||||||||||||||||
The previous reporting period was for a period in excess of twelve months, from 7 June 2007 to 30 June 2008, and therefore the comparatives shown in these financial statements are not directly comparable. |
|||||||||||||||||||||||||||||||||||||
c) Basis of measurement |
|||||||||||||||||||||||||||||||||||||
These financial statements have been prepared on a historical cost basis except for the below. The policies have been consistently applied to both periods presented. |
|||||||||||||||||||||||||||||||||||||
Financial instruments designated at fair value through profit or loss are measured at fair value and changes therein are recognised in the income statement. Information about significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised within the financial statements are included in Section P of Note 2 'Determination of fair values'. |
|||||||||||||||||||||||||||||||||||||
d) Functional and presentation currency |
|||||||||||||||||||||||||||||||||||||
These financial statements are presented in sterling, which is the Company's functional and presentation currency. |
|||||||||||||||||||||||||||||||||||||
e) Use of estimates and judgements |
|||||||||||||||||||||||||||||||||||||
The preparation of financial statements in accordance with IFRS requires the Board to make judgements, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income and expenses. These estimates and associated assumptions are based on historical experience and various other factors that are 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 estimates. |
|||||||||||||||||||||||||||||||||||||
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. |
|||||||||||||||||||||||||||||||||||||
f) Foreign currencies |
|||||||||||||||||||||||||||||||||||||
Transactions in foreign currencies, other than sterling, are translated at the foreign currency exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated to sterling at the foreign currency closing exchange rate ruling at the balance sheet date. Foreign currency exchange differences arising on translation and realised gains and losses on disposals or settlements of monetary assets and liabilities are recognised in the income statement. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to sterling at the foreign currency exchange rates ruling at the dates that the values were determined. Foreign currency differences arising on retranslation are recognised in the income statement. |
|||||||||||||||||||||||||||||||||||||
g) Financial instruments |
|||||||||||||||||||||||||||||||||||||
Financial assets, financial liabilities and derivatives are initially recognised on the Company's balance sheet when the Company becomes party to the contractual provisions of a given instrument. |
|||||||||||||||||||||||||||||||||||||
Regular way purchases and sales of financial instruments are recognised on the trade date. Gains and losses are recognised from that date. |
|||||||||||||||||||||||||||||||||||||
Financial assets cease to be recognised when the contractual rights to cash flows from the assets expire or the Company transfers the financial assets and substantially all of the risks and rewards of ownership have been transferred. Financial liabilities cease to be recognised when the liabilities are extinguished. |
|||||||||||||||||||||||||||||||||||||
Financial instruments comprise investments in equity and debt securities, warrants, loans receivable, trade and other receivables, cash and cash equivalents, trade and other payables, performance fees retained and net assets attributable to shareholders. |
|||||||||||||||||||||||||||||||||||||
Financial instruments are recognised initially at fair value. Subsequent to initial recognition financial instruments are measured as described below. |
|||||||||||||||||||||||||||||||||||||
Financial assets at fair value through profit or loss |
||||||||||||||||||||||||||
An instrument is classified at fair value through profit or loss if it is held for trading or designated as such upon initial recognition. The Company has designated its investment holdings as at fair value through profit or loss as permitted by International Accounting Standard 39 Financial Instruments: Recognition and Measurement. These financial assets are designated on the basis that they form part of a group of financial assets which are managed and have their performance evaluated on a fair value basis. Upon initial recognition attributable transaction costs are recognised in the income statement when incurred. Financial instruments at fair value through profit or loss are measured at fair value, and changes therein are recognised in the income statement. |
||||||||||||||||||||||||||
Derivatives at fair value through profit or loss |
||||||||||||||||||||||||||
The warrants held by the Company are classified as derivative financial instruments held for trading. Therefore they are recognised at fair value, with realised and unrealised gains and losses being recognised in the income statement. The deriavtives are derecognised when the rights to receive cash flows from it have expired or the Company has transferred substantially all risks and rewards of ownership. |
||||||||||||||||||||||||||
Loan and receivables |
||||||||||||||||||||||||||
These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are initially recognised at fair value plus directly attributable transaction costs and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment. Impairment provisions are recognised when there is objective evidence that the Company will be unable to collect all of the amounts due under the terms of the receivable. The Company's loans and receivables comprise loans receivable, trade and other receivables and cash and cash equivalents. |
||||||||||||||||||||||||||
Financial liabilities |
||||||||||||||||||||||||||
All liabilities are classified as other financial liabilities and are measured at amortised cost using the effective interest rate method. |
||||||||||||||||||||||||||
Cash and cash equivalents |
||||||||||||||||||||||||||
Cash comprises fixed deposits, cash balances and call deposits with banks. Cash equivalents are short-term highly-liquid investments that are readily convertible to known amounts of cash, are subject to an insignificant risk of changes in value, and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes. |
||||||||||||||||||||||||||
Ordinary shares |
||||||||||||||||||||||||||
Financial instruments issued by the Company are treated as equity only to the extent that they do not meet the definition of a financial liability. |
||||||||||||||||||||||||||
The Ordinary Shares of the Company are treated as liabilities as the Company has a definite life. |
||||||||||||||||||||||||||
h) Provisions |
||||||||||||||||||||||||||
A provision is recognised if, as a result of a past event, the Company has a legal or constructive obligation that can be reliably estimated, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to that liability. |
||||||||||||||||||||||||||
i) Revenue and expenses |
||||||||||||||||||||||||||
Revenue is recognised to the extent that it is possible that economic benefits will flow to the Company and the revenue can be reliably measured. Expenses are accounted for on an accruals basis. |
||||||||||||||||||||||||||
j) Finance income and expenses |
||||||||||||||||||||||||||
Finance income comprises interest income on funds invested (including financial assets at fair value through profit or loss), deposit interest income and loan interest income. Interest income and loan interest income are recognised as they accrue in the income statement, using the effective interest rate method. Dividend income is recognised in the income statement on the date the Company's right to receive payments is established which is usually the ex-dividend date. |
||||||||||||||||||||||||||
Finance expenses comprise interest expense on borrowings. |
||||||||||||||||||||||||||
Foreign currency gains and losses are reported in the income statement on a net basis. |
||||||||||||||||||||||||||
k) Earnings per share ("EPS") and net asset value ("NAV") per share |
||||||||||||||||||||||||||
As noted above the Ordinary Shares of the Company are treated as liabilities as the Company has a definite life. The liabilities arising from the Ordinary Shares are carried at the redemption amount being the net asset value calculated in accordance with IFRS. |
||||||||||||||||||||||||||
The Company presents basic EPS and NAV data for its ordinary shares. Basic EPS is calculated by dividing the net increase/decrease in net assets attributable to ordinary shareholders from operations by the weighted average number of ordinary shares in issue during the period. For further details see Note 6. NAV per ordinary share is calculated by dividing net assets attributable to ordinary shareholders by the number of ordinary shares outstanding at the year end. |
||||||||||||||||||||||||||
l) Transaction costs |
||||||||||||||||||||||||||
Expenses incurred by the Company that are directly attributable to the offering of new shares have been expensed to the income statement as issue costs. |
||||||||||||||||||||||||||
m) Taxation |
||||||||||||||||||||||||||
The Company had exempt status for Jersey taxation purposes for the year of assessment 2008. Effective from 1 January 2009, Jersey's tax regime has changed. The new regime imposes a general corporate income tax rate of 0%, a 10% rate applies to certain regulated financial services companies and a 20% rate applies to utilities and income from Jersey land (ie rents and development profits). Jersey registered companies are now treated as resident for tax purposes and are subject to a 0% or 10% standard income tax rate. |
||||||||||||||||||||||||||
Since the Company is not a regulated financial service entity, the effect of the new tax regime is limited to the change of status from exempt to liable to Jersey income tax at 0%. |
||||||||||||||||||||||||||
The directors intend to apply for distributor status for the Company as they intend to make distributions in future periods. |
||||||||||||||||||||||||||
n) Dividends payable |
||||||||||||||||||||||||||
Dividends payable to ordinary shareholders are accounted for when a legal obligation arises. |
||||||||||||||||||||||||||
Dividends payable, if any, on ordinary shares would be recognised in the Income Statement as finance costs. |
||||||||||||||||||||||||||
o) Offsetting |
||||||||||||||||||||||||||
Financial assets and liabilities are offset and the net amount is reported within assets and liabilities where there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously. |
||||||||||||||||||||||||||
p) Determination of fair values |
||||||||||||||||||||||||||
A number of the Company's accounting policies and disclosures require the determination of fair values for the financial assets and liabilities. Fair value is the amount for which an asset or liability could be exchanged or settled between knowledgeable, willing parties in an arms length transaction. Fair values have been determined for disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability. |
||||||||||||||||||||||||||
Financial assets for which quoted prices are available from a third party in a liquid market are valued on the basis of quoted bid prices. Where there are no available quoted prices the fair values will be determined in accordance with International Private Equity and Venture Capital Valuation Guidelines of the British Venture Capital Association and European Venture Capital Association as amended from time to time. |
||||||||||||||||||||||||||
As at the balance sheet date, the fair values of quoted equities are based on quoted bid prices at the period end. Unquoted equities and unquoted securities are valued using a variety of methods as follows: |
||||||||||||||||||||||||||
- Rapid Action Packaging Limited Ordinary Shares are valued at cost. |
||||||||||||||||||||||||||
- Rapid Action Packaging Limited Convertible Bonds are valued at their nominal value as the current share price is below the exercise price of the Convertible Bonds. |
||||||||||||||||||||||||||
- Agri.capital Class F Preference Shares are valued using prices used for subsequent arms length purchases of the same investments. |
||||||||||||||||||||||||||
- Hydrodec Group plc Convertible Bonds are valued using the Black Scholes option valuation method which is carried out by an independent broker. |
||||||||||||||||||||||||||
- Agri.capital Class E Preference Shares have been valued based on a defined valuation uplift. |
||||||||||||||||||||||||||
- STX Services B.V. have been valued based on a multiple of profit after tax for the year, within ECVA guidelines. |
||||||||||||||||||||||||||
- Emergya Wind Technologies B.V. Preference Shares have been valued at the exercise price attached to the warrants acquired under the Loan Agreement as the Directors consider that this price best represents the value of the Company. The Emergya Wind Technologies B.V. Loan Notes are valued at cost. |
||||||||||||||||||||||||||
In the prior period, the fair values of quoted equities were based on quoted closing prices. Unquoted equities and unquoted securities were valued at cost where the investment was purchased within three months of the period end (Rapid Action Packaging Limited) or at prices used for subsequent arms length purchases of the same investments (STX Services B.V.). The Hydrodec Group plc Convertible Bonds were valued using the quoted share price for the Ordinary shares as the Directors considered this to be the then most accurate estimation of the fair value. |
||||||||||||||||||||||||||
The fair value of financial liabilities is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the balance sheet date. |
||||||||||||||||||||||||||
The fair value of derivatives at fair value through profit or loss is derived using the Black-Scholes Option Pricing Model. |
q) Restatement - prior period reclassification of equity to debt |
||||||||||||||
In the prior period financial statements the Company's ordinary shares issued and retained earnings were classified as equity. As the Company has a limited life all equity should be classified as debt in accordance with IFRS and therefore the prior period comparatives have been restated. This restatement has had no impact on the Company's result as per the Income Statement or the NAV of the Company and therefore no reconciliation is required to be presented in these financial statements. |
||||||||||||||
3. |
PERFORMANCE FEES |
1st Jul 08 |
7th Jun 07 |
|||||||||||
to |
to |
|||||||||||||
30th Jun 09 |
30th Jun 08 |
|||||||||||||
Performance fees payable |
£ |
- |
£ |
916,988 |
||||||||||
Performance fees are payable to the Manager with reference to the increase in adjusted net asset value per share over the course of each performance period. The Manager becomes entitled to receive a performance fee if the following conditions are met: |
||||||||||||||
- The adjusted net asset value per share at the end of the performance period exceeds the Performance Hurdle. The Performance Hurdle is an amount equal to the placing price increased at a rate of 8% per annum on a compounded basis up to the end of the relevant performance period; and |
||||||||||||||
- The adjusted net asset value per share at the end of the performance period exceeds the High Watermark. The High Watermark is the highest previously recorded adjusted net asset value per share at the end of a performance period for which a performance fee was last earned. |
||||||||||||||
If the above conditions are met the Manager is entitled to receive a fee equal to 20% of the amount by which the adjusted net asset value exceeds the higher of (i) the performance hurdle and (ii) the relevant High Watermark multiplied by the times-weighted average number of shares in issue since the end of the last performance period for which a performance fee was earned. The conditions for payment of a performance fee were not met for the performance period which ended on 30 June 2009. |
||||||||||||||
20% of performance fees earned by the Manager shall be retained and deposited in a Reserve Account (see Note 8). The Reserve Amount shall only be released on the final calculation date when the Administrator will calculate the Reserve Release Amount in accordance with Schedule 1 of the Management Agreement. |
||||||||||||||
From time to time Ludgate Investments Limited may provide corporate finance services to the Company. The Directors ensure that such services are approved in advance, provided on an arms length basis and market terms and that any possible conflicts of interest are disclosed. |
||||||||||||||
4. |
DIRECTORS' REMUNERATION AND INTERESTS |
1st Jul 08 |
7th Jun 07 |
|||||||||||
to |
to |
|||||||||||||
30th Jun 09 |
30th Jun 08 |
|||||||||||||
Directors' fees |
68,054 |
40,829 |
||||||||||||
Directors' expenses |
3,160 |
2,731 |
||||||||||||
£ |
71,214 |
£ |
43,560 |
|||||||||||
As at the balance sheet date, the following ordinary shares and warrants of the Company were held by the Directors, the Directors of the Manager, the Investment Adviser and the Principals of the Investment Adviser: |
||||||||||||||
Ordinary |
Warrants |
|||||||||||||
FOR THE YEAR ENDED 30TH JUNE 2009 |
Shares |
|||||||||||||
J.C. Shakeshaft |
60,000 |
12,500 |
||||||||||||
M.P. Christensen |
10,000 |
2,500 |
||||||||||||
FOR THE PERIOD ENDED 30TH JUNE 2008 |
||||||||||||||
J.C. Shakeshaft |
50,000 |
12,500 |
||||||||||||
M.P. Christensen |
10,000 |
2,500 |
||||||||||||
5. |
DIVIDENDS |
|||||||||||||
The Directors have recommended a dividend for the year ended 30 June 2009 of 1.5 pence per share in issue as at 21 August 2009 (Period ended 30 June 2008: £nil). |
||||||||||||||
6. |
EARNINGS PER SHARE |
2009 |
2008 |
|||||||||||
£ |
£ |
|||||||||||||
The calculation of the basic and diluted change in net assets attributable to shareholders from operations per share is based on the following information: |
||||||||||||||
(Decrease)/Increase in net assets attributable to shareholders from operations |
5,632,575 |
|||||||||||||
Number |
Number |
|||||||||||||
Weighted average number of ordinary shares (basic and diluted) |
39,933,026 |
23,772,934 |
||||||||||||
Basic and diluted change in net assets attributable to shareholders from operations per ordinary share |
£ |
( 0.07) |
£ |
0.24 |
||||||||||
Outstanding warrants are anti-dilutive for both periods presented as the exercise price of the warrants exceeded the average market price of ordinary shares issued during the period. |
||||||||||||||
7. |
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS |
|||||||||||||
As noted above the Company has designated its investment holdings in environmental/cleantech companies at fair value through profit or loss. Financial assets are initially recognised on the Company's balance sheet at fair value when the Company becomes party to the contractual provisions of a given instrument and changes thereafter are recognised in the income statement. |
||||||||||||||
Investments: |
2009 |
2008 |
||||||||||||
Opening cost of investments |
11,284,106 |
- |
||||||||||||
Cost of Loan Notes converted in to Preference Shares |
( 1,884,115) |
- |
||||||||||||
Purchases during the year/period: |
||||||||||||||
New investments acquired |
7,232,198 |
11,284,106 |
||||||||||||
Conversions |
3,812,963 |
- |
||||||||||||
Closing cost of investments |
£ |
20,445,152 |
£ |
11,284,106 |
||||||||||
Investments: |
2009 |
2008 |
||||||||||||
Opening fair value of investments |
18,003,084 |
- |
||||||||||||
Fair value at date of conversion of Loan Notes |
( 3,812,963) |
- |
||||||||||||
Purchases during the year/period: |
||||||||||||||
New investments acquired |
7,232,198 |
11,284,106 |
||||||||||||
Conversions |
3,812,963 |
- |
||||||||||||
Fair value movement |
( 4,589,103) |
6,718,978 |
||||||||||||
Closing fair value of investments |
£ |
20,646,179 |
£ |
18,003,084 |
||||||||||
Further details of the investments held can be found in Note 21 to these financial statements. |
||||||||||||||
The following table shows an analysis of financial assets recorded at fair value, between those whose fair value is based on quoted market prices, those involving valuation techniques where all the model inputs are observable in the market, and those where the valuation techniques involves the use of non-market observable inputs. |
||||||||||||||
FOR THE YEAR ENDED 30TH JUNE 2009 |
||||||||||||||
Quoted |
Valuation |
Valuation |
Total (£) |
|||||||||||
market |
technique - |
technique - |
||||||||||||
price (£) |
market |
non-market |
||||||||||||
observable |
observable |
|||||||||||||
inputs (£) |
inputs (£) |
|||||||||||||
Financial assets |
2,910,184 |
4,365,060 |
13,370,935 |
20,646,179 |
||||||||||
FOR THE PERIOD ENDED 30TH JUNE 2008 |
||||||||||||||
Quoted |
Valuation |
Valuation |
Total (£) |
|||||||||||
market |
technique - |
technique - |
||||||||||||
price (£) |
market |
non-market |
||||||||||||
observable |
observable |
|||||||||||||
inputs (£) |
inputs (£) |
|||||||||||||
Financial assets |
3,422,369 |
8,052,632 |
6,528,083 |
18,003,084 |
||||||||||
8. |
DERIVATIVES AT FAIR VALUE THROUGH PROFIT OR LOSS |
2009 |
2008 |
||||||||||||||||||||||||||||||
Rapid Action Packaging Limited |
113,211 |
- |
|||||||||||||||||||||||||||||||
Emergya Wind Technologies B.V. |
78,396 |
- |
|||||||||||||||||||||||||||||||
Phoslock Water Solutions Limited |
2,727 |
- |
|||||||||||||||||||||||||||||||
£ |
194,334 |
£ |
- |
||||||||||||||||||||||||||||||
As noted above, the warrants have been valued using the Black-Scholes Option Pricing Model. |
|||||||||||||||||||||||||||||||||
9. |
CASH AND CASH EQUIVALENTS |
2009 |
2008 |
||||||||||||||||||||||||||||||
Cash at bank: |
|||||||||||||||||||||||||||||||||
Royal Bank of Scotland International - current account GBP |
270,878 |
465,325 |
|||||||||||||||||||||||||||||||
Royal Bank of Scotland International - current account EUR |
98,805 |
4,128 |
|||||||||||||||||||||||||||||||
Royal Bank of Scotland International - current account AUD |
1,494 |
- |
|||||||||||||||||||||||||||||||
Royal Bank of Scotland International - escrow account GBP |
6 |
401 |
|||||||||||||||||||||||||||||||
Royal Bank of Scotland International - escrow account EUR |
2 |
- |
|||||||||||||||||||||||||||||||
Royal Bank of Scotland International - reserve account |
183,482 |
- |
|||||||||||||||||||||||||||||||
Mourant & Co Limited - client account |
2 |
2 |
|||||||||||||||||||||||||||||||
Cash held on fixed term deposit: |
|||||||||||||||||||||||||||||||||
Fixed term deposits held with Bank of Scotland |
5,000,000 |
13,988,928 |
|||||||||||||||||||||||||||||||
Fixed term deposits held with Barclays |
3,903,741 |
- |
|||||||||||||||||||||||||||||||
Fixed term deposits held with UBS |
6,000,000 |
- |
|||||||||||||||||||||||||||||||
Fixed term deposits held with ABN AMRO |
4,038,314 |
- |
|||||||||||||||||||||||||||||||
Fixed term deposits held with AIB (GBP) |
1,050,600 |
- |
|||||||||||||||||||||||||||||||
Fixed term deposits held with AIB (EUR) |
2,555,149 |
- |
|||||||||||||||||||||||||||||||
Fixed term deposits held with Royal Bank of Scotland International |
5,157,105 |
- |
|||||||||||||||||||||||||||||||
Fixed escrow account held with Royal Bank of Scotland International |
- |
3,010,078 |
|||||||||||||||||||||||||||||||
£ |
28,259,578 |
£ |
17,468,862 |
||||||||||||||||||||||||||||||
The Company has permission to borrow sums equivalent to 25% of the net asset value in accordance with its Articles of Association. At the balance sheet date no such facility had been entered into (2008: £nil). The Board of Directors and Management of the Company have taken care to minimise the credit risk associated with cash and cash equivalents. The cash held in fixed terms deposits has been diversified across a number of reputable financial institutions. |
|||||||||||||||||||||||||||||||||
The cash held on the Reserve Account represents 20% of the performance fees earned by the Manager to date. The balance on this account can only be released on the final calculation date when the Administrator will calculate the Reserve Release Amount in accordance with Schedule 1 of the Management Agreement. |
|||||||||||||||||||||||||||||||||
10. |
LOAN RECEIVABLE |
2009 |
2008 |
||||||||||||||||||||||||||||||
Loan receivable - STX Services B.V. |
- |
399,361 |
|||||||||||||||||||||||||||||||
Rapid Action Packaging Limited |
300,000 |
- |
|||||||||||||||||||||||||||||||
Emergya Wind Technologies B.V. |
210,570 |
- |
|||||||||||||||||||||||||||||||
£ |
510,570 |
£ |
399,361 |
||||||||||||||||||||||||||||||
The Company has entered into a £1,000,000 Loan Facility Agreement dated 30th June 2009 with Rapid Action Packaging Limited ("RAP"). The loan is unsecured, bears interest at 8% per annum, payable semi-annually in arrears commencing 31 December 2009 and is repayable on the Final Repayment Date of 20 May 2011. A commitment fee and arrangement fee are payable to the Company on the date of entering into the Loan Facility and are satisfied by the receipt of warrants issued by RAP, allowing the Company to purchase 500 shares and 200 shares, respectively, at an exercise price of £417.03 per share. A drawdown fee is also payable to the Company and is satisfied by the receipt of warrants issued by RAP allowing the Company to purchase 1 share in RAP in respect of each £1,250 drawdown at an exercise price of £417.03 per share. As at 30 June 2009 £300,000 has been drawn under the facility and the Company had been issued 940 warrants in RAP. |
|||||||||||||||||||||||||||||||||
RAP is entitled to drawdown the remaining £700,000 before the Final Repayment Date of 20 May 2011. |
|||||||||||||||||||||||||||||||||
The Company has entered into a Convertible Warranted Loan Facility Agreement (the "EWT Loan Agreement") dated 3rd April 2009 with Emergya Wind Technologies Holdings N.V. ("EWT"). Under the terms of the EWT Loan Agreement the Company has agreed to lend EWT up to a maximum of EUR 232,750. The total commitment amount is placed in an Escrow Account by the Company prior to the first drawdown. The loan is unsecured and bears interest at 10% per annum. Any interest accrued on the loan on the date falling nine months from the first drawdown date will be added to the principal amount of the loan. EWT will pay loan interest to the Company on the date falling ten months after the first drawdown date and then at monthly intervals until the Termination Date. The Termination Date is eighteen months after the date of the first drawdown which was 6th April 2009. |
|||||||||||||||||||||||||||||||||
A commitment fee of 15% per annum is payable to the Company on any undrawn amount remaining in the Escrow Account. Any accrued commitment fees are payable to the Company ten working days after the amount held on the Escrow Account is released to the Company. Under the terms of the EWT Loan Agreement the Company has been issued warrants in EWT. The number of warrants issued is equal to the total commitment amount multiplied by 4. The warrants entitle the Company to subscribe in cash for Class C Cumulative Preference Share in EWT. |
|||||||||||||||||||||||||||||||||
Under the terms of the EWT Loan Agreement the Company is entitled to convert its participation in the loan into Class C Cumulative Preference Shares in EWT (the "Preference Shares"). The number of Preference Shares will be equal to the amount in euros of the participation in the loan outstanding on the issue date together with any accrued interest multiplied by ten. |
|||||||||||||||||||||||||||||||||
The Company had entered into a Loan Facility Agreement dated 5 June 2008 with STX Services B.V. The loan was unsecured, bore interest at 10% per annum, payable quarterly on the last business day of March, June, September and December and was repayable by the Facility End Date of 31 October 2008. A commitment fee was payable to the Company at a rate of 2% per annum on the loan facility amount. The facility was in the principal sum of €500,000. The loan was repaid to the Company on 6 October 2008. |
|||||||||||||||||||||||||||||||||
11. |
TRADE AND OTHER RECEIVABLES |
2009 |
2008 |
||||||||||||||||||||||||||||||
Fixed deposit interest receivable |
385,659 |
216,243 |
|||||||||||||||||||||||||||||||
Investment income receivable |
582,520 |
198,933 |
|||||||||||||||||||||||||||||||
Loan facility interest receivable |
- |
2,703 |
|||||||||||||||||||||||||||||||
Loan commitment fees receivable |
- |
541 |
|||||||||||||||||||||||||||||||
Reimbursement of legal fees receivable |
- |
59,000 |
|||||||||||||||||||||||||||||||
Prepayments and other receivables |
7,824 |
6,063 |
|||||||||||||||||||||||||||||||
£ |
976,003 |
£ |
483,483 |
||||||||||||||||||||||||||||||
12. |
TRADE AND OTHER PAYABLES |
2009 |
2008 |
||||||||||||||||||||||||||||||
Directors' fees and expenses payable |
7,423 |
177 |
|||||||||||||||||||||||||||||||
Professional fees payable |
1,375 |
5,538 |
|||||||||||||||||||||||||||||||
Performance fees payable to Ludgate |
- |
733,590 |
|||||||||||||||||||||||||||||||
Pinsent Mason legal fees payable |
- |
59,000 |
|||||||||||||||||||||||||||||||
Audit fees payable |
6,550 |
4,000 |
|||||||||||||||||||||||||||||||
Mourant & Co. fees payable |
11,500 |
1,667 |
|||||||||||||||||||||||||||||||
Ludgate management fees payable |
- |
5,414 |
|||||||||||||||||||||||||||||||
£ |
26,848 |
£ |
809,386 |
||||||||||||||||||||||||||||||
The following expenses are payable on presentation of invoice: Directors' expenses, Professional fees, Pinsent Mason's legal fees, Mourant & Co fees and Audit fees. |
|||||||||||||||||||||||||||||||||
The following expense is payable within 30 days of presentation of invoice: Ludgate management fees and performance fees. |
|||||||||||||||||||||||||||||||||
13. |
PERFORMANCE FEE RETENTION |
2009 |
2008 |
||||||||||||||||||||||||||||||
Retention of performance fees |
£ |
183,853 |
£ |
183,398 |
|||||||||||||||||||||||||||||
For further details refer to Note 3. |
|||||||||||||||||||||||||||||||||
14. |
ORDINARY SHARES AND WARRANTS |
2009 |
2008 |
||||||||||||||||||||||||||||||
AUTHORISED: |
|||||||||||||||||||||||||||||||||
Ordinary shares of no par value each |
Unlimited |
Unlimited |
|||||||||||||||||||||||||||||||
The authorised share capital of the Company comprises an unlimited number of voting, ordinary shares which are neither redeemable nor convertible and which have no par value. |
|||||||||||||||||||||||||||||||||
ISSUED DURING THE YEAR ENDED 30TH JUNE 2009 |
|||||||||||||||||||||||||||||||||
No. of |
No. of |
||||||||||||||||||||||||||||||||
No. of |
investor |
management |
|||||||||||||||||||||||||||||||
ordinary shares |
warrants |
||||||||||||||||||||||||||||||||
Opening balance |
29,408,610 |
6,683,775 |
1,285,250 |
||||||||||||||||||||||||||||||
Issued during the year |
16,557,809 |
- |
- |
||||||||||||||||||||||||||||||
Balance at 30th June |
45,966,419 |
6,683,775 |
1,285,250 |
||||||||||||||||||||||||||||||
ISSUED DURING THE PERIOD ENDED 30TH JUNE 2008 |
|||||||||||||||||||||||||||||||||
No. of |
No. of |
||||||||||||||||||||||||||||||||
No. of |
investor |
management |
|||||||||||||||||||||||||||||||
ordinary shares |
warrants |
||||||||||||||||||||||||||||||||
Issued on incorporation |
2 |
- |
- |
||||||||||||||||||||||||||||||
Issued during the period |
29,408,608 |
6,683,775 |
1,285,250 |
||||||||||||||||||||||||||||||
Balance at 30th June |
29,408,610 |
6,683,775 |
1,285,250 |
||||||||||||||||||||||||||||||
Two Founder Shares were issued on incorporation at a subscription price of £1.00 each. The initial public offering of Ordinary Shares on 2nd August 2007 was priced at £1.00 per share. Subscribers for the shares received one investor warrant for every four ordinary shares subscribed. Each investor warrant entitles the holder to subscribe for additional shares in the Company at a subscription price of £1.50 until the final subscription date of 31st October 2012. |
|||||||||||||||||||||||||||||||||
A second placing of shares occurred on 22nd February 2008. 2,673,509 ordinary shares of no par value were issued at a price of 112p per share. On 10th November 2008 a further issue of 16,557,809 Ordinary Shares were placed at a price of 108.7p per share. No warrants were attached to these shares. The ordinary shares and warrants are listed and traded on AIM. |
|||||||||||||||||||||||||||||||||
Ludgate Fund Management (Environmental) (Jersey) Limited (the "Manager") received 1,285,250 unlisted Manager Warrants entitling the Manager to subscribe for additional shares in the Company at a subscription price of £1.75 until the subscription date of 31st October 2012. |
|||||||||||||||||||||||||||||||||
The Ordinary Shares and Founder Shares carry the right to vote at general meetings, dividends and the surplus assets of the Company on winding-up. All holders of the Ordinary Shares and Founder Shares have the same voting rights. |
|||||||||||||||||||||||||||||||||
2009 |
2008 |
||||||||||||||||||||||||||||||||
£ |
£ |
||||||||||||||||||||||||||||||||
Opening balance |
29,729,431 |
- |
|||||||||||||||||||||||||||||||
Issued on incorporation |
- |
2 |
|||||||||||||||||||||||||||||||
Issued during the year/period |
17,999,996 |
29,729,429 |
|||||||||||||||||||||||||||||||
Closing balance |
47,729,427 |
29,729,431 |
|||||||||||||||||||||||||||||||
WARRANTS: |
2009 |
2008 |
|||||||||||||||||||||||||||||||
Investor Warrants: |
|||||||||||||||||||||||||||||||||
Issue of warrants at IPO (1:4 exercisable for ordinary shares) |
Number |
6,683,775 |
6,683,775 |
||||||||||||||||||||||||||||||
Value of warrants at IPO |
GBP |
- |
- |
||||||||||||||||||||||||||||||
Exercise price |
£1.50 |
£1.50 |
|||||||||||||||||||||||||||||||
Management Warrants: |
|||||||||||||||||||||||||||||||||
Issue of Manager Warrants at IPO |
Number |
1,285,250 |
1,285,250 |
||||||||||||||||||||||||||||||
Value of warrants at IPO |
GBP |
- |
- |
||||||||||||||||||||||||||||||
Exercise price |
£1.75 |
£1.75 |
|||||||||||||||||||||||||||||||
The Investor Warrants entitle the holder to subscribe for one ordinary share in the Company at a price of £1.50 up to the Final Subscription Date of 31st October 2012. Investors who subscribed for Shares pursuant to the placing received one Investor Warrant for every four shares acquired. |
|||||||||||||||||||||||||||||||||
The Management Warrants were issued in registered form and entitle the holder to subscribe for one share at a price of £1.75 until the Final Subscription Date of 31st October 2012. |
|||||||||||||||||||||||||||||||||
The subscription right of all warrants may only be exercisable during the 28 days following the date of publication of the Company's annual audited accounts for any of the financial periods/years ended June 2008 to 2011 inclusive and/or during the 28 days prior to the Final Subscription Date of 31st October 2012. |
15. |
SEGMENT INFORMATION |
|||||||||
For management purposes, the Company is organised into one main operating segment, which invests in quoted and unquoted equity and unquoted debt instruments. All of the Company's activities are interrelated, and each activity is dependent on the others. Accordingly, all significant operating decisions are based upon analysis of the Company as one segment. The financial results from this segment are equivalent to the financial statements of the Company as a whole. |
||||||||||
16. |
FINANCIAL RISK MANAGEMENT |
|||||||||
The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies are reviewed regularly to reflect changes in market conditions and the Company's activities. |
||||||||||
The Company maintains positions in a variety of financial instruments as dictated by its investment management strategy. The Company's investment portfolio comprises quoted and unquoted equity investments and unquoted debt securities which the Company intends to hold for an indefinite period of time (subject to the lifetime of the Company). Asset allocation is determined by the Company's Manager who manages the distribution of the assets to achieve the investment objectives. |
||||||||||
The Directors are aware that substantially all of the Managers' business is accounted for in the services provided to the Company under the Management Agreement. A significant proportion of the business of the Adviser is accounted for in the services provided to the Manager under the Advisory Agreement and other, principally corporate finance, services provided from time to time to the Company. In reviewing the performance of the Manager and the Adviser the Directors have paid particular attention to the risks to the Company of the reputation, financial standing, compliance and operation of each. They are satisfied that there are sufficient controls in place to ensure that officers of neither the Manager nor the Adviser can exercise undue influence over financial reporting and that each is a going concern. |
||||||||||
The nature and extent of the financial instruments outstanding at the balance sheet date and the risk management policies employed by the Company are discussed below. |
||||||||||
Market Risk |
||||||||||
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, will affect the Company's income and or the value of its holdings in financial instruments. The Manager is responsible for monitoring, measuring and reporting market risk. |
||||||||||
The Company's exposure to market risk comes mainly from movements in the value of its investments. |
||||||||||
The Company's strategy on the management of investment risk is driven by the Company's investment policy. The Company's investment objective is to deliver to investors a significant level of capital growth in the medium to long term by building a diverse portfolio of investments in environmental/cleantech companies. The Company's market risk is managed by the Manager in accordance with the policies and procedures in place. |
||||||||||
The Company seeks to achieve its investment objective and minimise investment risk through the identification of appropriate technologies and companies within the environmental/cleantech sector using a rigorous review and selection process; by adding value to companies in the portfolio through active support at all stages of their growth and by focusing on maximising returns for shareholders by assisting companies in achieving an appropriate and timely exit. |
||||||||||
A pre-screening of potential investments is carried out to ensure that investments comply with the investment criteria, as defined in the Admission Document. A full review and due diligence is undertaken before a potential investment can be submitted for approval by the Screening Committee, Investment Committee and the Manager. |
||||||||||||
Monitoring of the portfolio is carried out on a monthly basis by the Investment Adviser who will review the investments against milestones of technology developments, commercial progress, financial and trading results including management accounts, management assessment, market intelligence and anticipated planning and exit. Investment risk is also reviewed at the time of any investment proposal, the publication of the net asset values and any capital raising. |
||||||||||||
The Company's overall market positions are reviewed on a quarterly basis by the Board of Directors. Details of the Company's investment portfolio composition as at the balance sheet date are disclosed in Note 21 to these financial statements. |
||||||||||||
Interest Rate Risk |
||||||||||||
To the extent the Company incurs indebtedness, changes in interest rates can affect the Company's net interest income, which is the difference between the interest income earned on interest-bearing assets and the interest expense incurred on interest-bearing liabilities. Changes in the level of interest rates also can affect, among other things, the Company's ability to acquire loans and investments, the value of its investments and the Company's ability to realise gains from the settlement of such assets. Interest rate risk is mitigated by a policy of holding diversified instruments with varied counterparties. |
||||||||||||
The majority of the Company's financial assets are fixed rate or non-interest bearing and all of the Company's financial liabilities are non-interest bearing. Therefore the Directors believe that the Company's exposure to interest rate risk is minimal. Any excess cash and cash equivalents are invested in fixed term deposits with maturities of 12 months or less. Investments in debt securities are in fixed rate instruments and therefore the Company has limited exposure to prevailing interest rates. Any adverse movement in interest rates would negatively affect the return on cash deposits over time. The amount of cash held on fixed term deposit is expected to reduce over the forthcoming years in accordance with the Company's stated investment objectives. |
||||||||||||
The Company's overall interest rate risk is monitored by the Board on a quarterly basis. |
Interest rate profile: |
30 June 2009 |
||||||||||||||||||
Financial assets: |
Interest charging basis |
Amount |
|||||||||||||||||
Cash and cash equivalents |
Fixed |
3.50% |
28,259,578 |
||||||||||||||||
Financial assets at fair value though profit or loss: |
|||||||||||||||||||
Unquoted securities |
Fixed |
8.24% |
6,865,060 |
||||||||||||||||
Quoted equities |
Non-interest bearing |
2,910,184 |
|||||||||||||||||
Unquoted equities |
Non-interest bearing |
4,534,658 |
|||||||||||||||||
Unquoted equities |
Fixed |
8.53% |
6,336,277 |
||||||||||||||||
Derivatives at fair value through profit or loss |
Non-interest bearing |
194,334 |
|||||||||||||||||
Loan receivable |
Fixed |
8.00% |
510,570 |
||||||||||||||||
Trade and other receivables |
Non-interest bearing |
976,003 |
|||||||||||||||||
£ |
50,586,664 |
||||||||||||||||||
Financial liabilities: |
|||||||||||||||||||
Trade and other payables |
Non-interest bearing |
26,848 |
|||||||||||||||||
Retention of performance fees |
Floating |
1.59% |
183,853 |
||||||||||||||||
Net assets attributable to shareholders |
Non-interest bearing |
50,375,963 |
|||||||||||||||||
£ |
50,586,664 |
||||||||||||||||||
30 June 2008 |
|||||||||||||||||||
Interest charging basis |
Effective Interest Rate |
Amount |
|||||||||||||||||
Financial assets: |
|||||||||||||||||||
Cash and cash equivalents |
Fixed |
6.31% |
17,468,862 |
||||||||||||||||
Financial assets at fair value though profit or loss: |
|||||||||||||||||||
Unquoted securities |
Fixed |
8.00% |
12,882,297 |
||||||||||||||||
Quoted equities |
Non-interest bearing |
3,422,369 |
|||||||||||||||||
Unquoted equities |
Non-interest bearing |
1,698,418 |
|||||||||||||||||
Loan receivable |
Fixed |
10.00% |
399,361 |
||||||||||||||||
Trade and other receivables |
Non-interest bearing |
483,483 |
|||||||||||||||||
£ |
36,354,790 |
Interest rate profile (continued) |
30 June 2008 |
||||||||||||
Financial liabilities: |
Interest charging basis |
Effective Interest Rate |
Amount |
||||||||||
Trade and other payables |
Non-interest bearing |
n/a |
809,386 |
||||||||||
Retention of performance fees |
Floating |
1.59% |
183,398 |
||||||||||
Net assets attributable to shareholders |
Non-interest bearing |
n/a |
35,362,006 |
||||||||||
£ |
36,354,790 |
||||||||||||
Interest rate sensitivity |
|||||||||||||
IFRS 7 Financial Instruments: Disclosures ("IFRS 7") requires sensitivity analysis for each type of market risk to which the entity is exposed at the balance sheet date, showing how the profit or loss and equity would have been affected by changes in the relevant risk variable that are reasonably possible. |
|||||||||||||
During the year, the Company received £989,694 in interest income from fixed deposits (Period ended 30th June 2008: £1,194,199). Had interest rates been 50 basis points higher throughout the period the Company would have recognised an extra £140,689 in profit, with a corresponding extra loss had interest rates been 50 basis points lower (Period ended 30th June 2008: £104,964). |
|||||||||||||
Currency Risk |
|||||||||||||
The Company may invest in financial instruments and enter into transactions that are denominated in currencies other than its functional currency, sterling. Consequently the Company is exposed to risk that the exchange rate of its functional currency relative to other foreign currencies may change in a manner that has an adverse effect on the value of that portion of the Company's assets and liabilities denominated in currencies other than sterling. |
|||||||||||||
The Company's policy is to accept currency risk within the portfolio. It does not hedge either the fair value of its foreign currency investments nor the cashflows, if any, arising from such investments. Any gain or loss, recognised as a result of the Company's investment and valuation policies is recognised in the income statement. When the Company has entered into a definitive contract to purchase or sell securities denominated in foreign currency it purchases forward contracts; any ineffectiveness in this hedging would also be recognised in the income statement. The Company's overall currency risk and exposure is monitored on a quarterly basis by the Board of Directors. The Directors intend to keep this policy under quarterly review as the portfolio becomes more invested. The Directors further consider that investment in currencies is a separate asset class and not as such part of the normal trading business of the Company. |
|||||||||||||
As at the balance sheet date the Company had the following currency risk exposure: |
|||||||||||||
2009 |
2008 |
||||||||||||
Investments: |
|||||||||||||
Unquoted securities denominated in EUR |
- |
1,854,405 |
|||||||||||
Unquoted equities denominated in EUR |
9,370,935 |
- |
|||||||||||
Quoted equities denominated in AUD |
327,205 |
- |
|||||||||||
£ |
9,698,140 |
£ |
1,854,405 |
Currency Risk - (continued) |
2009 |
2008 |
|||||||||
Loan receivable: |
|||||||||||
Loan receivable denominated in EUR |
£ |
210,570 |
£ |
399,361 |
|||||||
Cash and cash equivalents: |
|||||||||||
Cash and cash equivalents denominated in EUR |
2,653,956 |
4,128 |
|||||||||
Cash and cash equivalents denominated in AUD |
1,494 |
- |
|||||||||
£ |
2,655,450 |
£ |
4,128 |
||||||||
Trade receivables: |
|||||||||||
Trade receivables denominated in EUR |
£ |
388,131 |
£ |
64,072 |
|||||||
Trade payables: |
|||||||||||
Trade payables denominated in EUR |
£ |
- |
£ |
( 177) |
|||||||
Currency rate sensitivity |
|||||||||||
As at 30 June 2009 if GBP strengthened against the EUR by 5%, with all other variables held constant, the profit for the period as per the income statement and the net assets of the Company would have decreased by £601,123 (2008: £110,365). A 5% weakening of GBP against the EUR would have resulted in an increase in profit for the period as per the income statement and the net assets of the Company of £664,400 (2008: £121,982), with all other variables held constant. |
|||||||||||
As at 30 June 2009 if GBP strengthened against the AUD by 5%, with all other variables held constant, the profit for the period as per the income statement and the net assets of the Company would have decreased by £15,652 (2008: £nil). A 5% weakening of GBP against the AUD would have resulted in an increase in profit for the period as per the income statement and the net assets of the Company of £17,300 (2008: £nil), with all other variables held constant. |
|||||||||||
The movement in foreign exchange, excluding foreign exchange movements on financial assets at fair value through profit or loss which are reflected in the income statement as part of losses or gains on financial assets at fair value through profit or loss, for the year to 30 June 2009 was £307,512. This movement has been largely caused by the variance in the EUR:GBP exchange rate during the year on deposits held in Euro. The EUR:GBP exchange rate moved from 1.2635 as at 1 July 2008 to 1.1741 as at 30 June 2009. |
|||||||||||
Other price risk |
|||||||||||
Market price risk is the risk that the value of an instrument will fluctuate as a result of changes in market prices (other than those arising due to currency risk or interest rate risk) whether caused by factors specific to an individual investment, its issuer or all factors affecting all instruments traded in the market. As the majority of the Company's financial instruments are held at fair value with changes in fair value being recognised in the income statement, all changes in market conditions will directly affect the profit for the period and the Company's net assets. Price risk is monitored and reviewed by the Directors on a quarterly basis, at any valuation event and at each investment committee meeting, whichever is the more frequent. |
|||||||||||
Risk is mitigated in a thematic portfolio diversified by securities, assets, geography and industrial sector. No single investment can account for more than 15% of ungeared NAV at investment. The following table breaks down the investment assets held by the Company: |
2009 |
2008 |
|||||||||||
Investment assets |
percentage of net assets |
percentage of net assets |
||||||||||
Equity investments: |
||||||||||||
Quoted |
5.78% |
9.68% |
||||||||||
Unquoted |
21.58% |
4.80% |
||||||||||
Debt investments: |
||||||||||||
Unquoted |
13.63% |
36.43% |
||||||||||
Market price risk sensitivity |
||||||||||||
12.51% of the Company's investment assets are listed on European stock exchanges (30 June 2008: 19.01%). 1.58% of the Company's investments are listed on the Australian stock exchange (30 June 2008: 0%). A 10% increase in stock prices as at 30 June would increase the profit for the period and the net assets of the Company by £291,018 (2008: £344,250). An equal change in the opposite direction would decrease the profit and net assets of the Company by an equal but opposite amount. |
||||||||||||
Credit Risk |
||||||||||||
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The carrying amount of financial assets best represents the maximum exposure at the balance sheet date. At the reporting date the Company's financial assets exposed to credit risk amounted to the following: |
||||||||||||
Financial assets at fair value through profit or loss: |
2009 |
2008 |
||||||||||
Unquoted securities |
£ |
6,865,060 |
£ |
12,882,297 |
||||||||
Derivative financial instruments |
£ |
194,334 |
£ |
- |
||||||||
Loan receivable |
£ |
510,570 |
£ |
399,361 |
||||||||
Trade and other receivables |
£ |
976,003 |
£ |
483,483 |
||||||||
Cash and cash equivalents |
£ |
28,259,578 |
£ |
17,468,862 |
||||||||
Total financial assets exposed to credit risk |
£ |
36,805,545 |
£ |
31,234,003 |
||||||||
The Company analyses the credit concentration based on the counterparty, industry and geographical location of the financial assets that the Company holds. The Company's financial assets exposed to credit risk were concentrated in the following industries: |
||||||||||||
2009 |
2008 |
|||||||||||
Environmental/cleantech industries |
22.81% |
43.38% |
||||||||||
Banks/financial services |
77.19% |
56.62% |
||||||||||
The Company is subject to credit risk with respect to its unquoted securities. The Company and its Manager seek to mitigate credit risk by actively monitoring the underlying credit quality of the Company's investment holdings. As noted above, monitoring of the portfolio is carried out on a quarterly basis by the Investor Adviser who will review the investments against milestones of technology developments, commercial progress, financial and trading results including management accounts, management assessment, market intelligence and anticipated planning and exit. Any indications of credit risk will be reported to the Board who will also review the portfolio and the related credit risk on a quarterly basis. The Company holds no hedges or insurance against counterparty risk. The Directors believe that the purchase of credit insurance would expose the Company to an unapproved asset class of derivatives. |
||||||||||
The Company holds fixed term deposits of varying maturities with a number of banks (see note 9) each with a minimum long term credit rating from Standard and Poors, Moody's, or Fitch of AA- through a pooled account. This service is titled "Cash2". All transactions are in the name of Mourant & Co. Limited Client Nominee, advised by Mourant & Co. Limited. The Company is the beneficial owner of these deposits. There is no additional payment, liquidity, or settlement risk associated with the pooling. |
||||||||||
All of the Company's financial assets which were held at the balance sheet date are European with the exception of Phoslock Water Solutions Limited which is Australian. None of the financial assets are either past due or impaired. |
||||||||||
Concentration Risk |
||||||||||
The Company may be exposed at any given time to a degree of concentration risk. To the extent that the Company's investments are concentrated in any one sub-sector of the environmental/cleantech sector, country or asset class down turns affecting the source of concentration may result in total or partial loss on such investments, which will reduce the Company's net asset value. The Directors consider the sector a diversified asset class and that effective hedging could be achieved by replication in purchasing differentiated securities but that the cost of these transactions would negate the value of the protection. The Company's investments are concentrated as follows: |
||||||||||
2009 |
2008 |
|||||||||
Investments in environmental/cleantech industries |
100.00% |
100.00% |
||||||||
Geographical area - Europe |
98.42% |
100.00% |
||||||||
Geographical area - Australia |
1.58% |
0.00% |
||||||||
Liquidity Risk |
||||||||||
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. |
||||||||||
The Company may face liquidity risks. Most of the assets in which the Company invests are relatively illiquid i.e. private companies which require a long-term capital commitment. A substantial amount of the Company's funds are concentrated in a limited number of investments subject to legal and other restrictions on resale, transfer, pledge or other disposition or that are less liquid than publicly traded securities. The illiquidity of these investments may make it difficult to sell investments if the need arises or the Investment Adviser determines that such sale would be in the Company's interests. |
Liquidity Risk |
||||||||||||||||||||||
The Directors monitor liquidity risk at least quarterly and perform going concern tests before the semi-annual publication of the financial statements. As operating practice the Company is expected to hold at least sufficient working capital for a year's continuous operation on a rolling basis. The Company also holds sums equivalent to three months' forward operating expenses in call accounts. The Directors review this policy regularly. The Company also has permission to borrow sums equivalent to 25% of NAV in accordance with the terms of its Articles of Association. |
||||||||||||||||||||||
Maturity profile |
||||||||||||||||||||||
The tables below show the maturity of the current borrowings under the facilities, rather than the maturity over the whole life of the facilities and the expected maturity of the securities, rather than the legal maturity date. |
||||||||||||||||||||||
30th June 09 |
30th June 08 |
|||||||||||||||||||||
Within one year |
One to five years |
Within one year |
One to five years |
|||||||||||||||||||
Financial assets: |
£ |
£ |
£ |
£ |
||||||||||||||||||
Cash and cash equivalents |
28,259,578 |
- |
17,468,862 |
- |
||||||||||||||||||
Financial assets at fair value through profit or loss |
- |
20,646,179 |
- |
18,003,084 |
||||||||||||||||||
Derivatives at fair value through profit or loss |
194,334 |
- |
- |
- |
||||||||||||||||||
Loan receivable |
- |
510,570 |
399,361 |
- |
||||||||||||||||||
Trade and other receivables |
976,003 |
- |
483,483 |
- |
||||||||||||||||||
29,429,915 |
21,156,749 |
18,351,706 |
18,003,084 |
|||||||||||||||||||
Financial liabilities: |
||||||||||||||||||||||
Trade and other payables |
26,848 |
- |
809,386 |
- |
||||||||||||||||||
Retention of performance fees |
- |
183,853 |
- |
183,398 |
||||||||||||||||||
Net assets attributable to shareholders |
- |
50,375,963 |
- |
35,362,006 |
||||||||||||||||||
26,848 |
50,559,816 |
809,386 |
35,545,404 |
|||||||||||||||||||
Financial instruments by category |
||||||||||||||||||||||
Amounts recognised in balance |
||||||||||||||||||||||
sheet according to IAS 39 |
||||||||||||||||||||||
Carrying |
Fair value |
Fair value |
||||||||||||||||||||
amount at |
Amortised |
recognised in |
at |
|||||||||||||||||||
Category in accordance with IAS 39 |
30 June 09 |
Cost |
profit or loss |
30 June 09 |
||||||||||||||||||
£ |
£ |
£ |
£ |
|||||||||||||||||||
Loan and receivables |
29,746,151 |
29,746,151 |
- |
29,746,151 |
||||||||||||||||||
Fair value through profit or loss |
20,840,513 |
- |
20,840,513 |
20,840,513 |
||||||||||||||||||
Other liabilities |
50,586,664 |
50,586,664 |
- |
50,586,664 |
||||||||||||||||||
Amounts recognised in balance |
||||||||||
sheet according to IAS 39 |
||||||||||
Carrying |
Fair value |
Fair value |
||||||||
amount at |
Amortised |
through |
at |
|||||||
Category in accordance with IAS 39 |
30 June 08 |
Cost |
profit or loss |
30 June 08 |
||||||
£ |
£ |
£ |
£ |
|||||||
Loans and receivables |
18,351,706 |
18,351,706 |
- |
18,351,706 |
||||||
Fair value through profit or loss |
18,003,084 |
- |
18,003,084 |
18,003,084 |
||||||
Other liabilities |
36,354,790 |
36,354,790 |
- |
36,354,790 |
||||||
Disclosure of material income, expenses, gains and losses resulting from financial assets and financial liabilities: |
||||||||||
Fair value |
Financial |
|||||||||
Loans and |
through |
liabilities at |
||||||||
2009 |
receivables |
profit or loss |
amortised cost |
|||||||
Net loss |
- |
(4,394,769) |
- |
|||||||
Interest income |
992,217 |
1,029,906 |
- |
|||||||
Dividend income |
- |
566,791 |
- |
|||||||
Net result for the year |
992,217 |
( 2,798,072) |
- |
|||||||
Fair value |
Financial |
|||||||||
Loans and |
through |
liabilities at |
||||||||
2008 |
receivables |
profit or loss |
amortised cost |
|||||||
Net gain |
- |
6,718,978 |
- |
|||||||
Interest income |
1,197,444 |
230,960 |
- |
|||||||
Net result for the year |
1,197,444 |
6,949,938 |
- |
|||||||
Capital Management |
||||||||||
The Company is a closed end fund listed on the AIM in London. Capital can only be increased either by the issue of new shares at net asset value or by borrowing up to the disclosed limit of 25% of NAV. Capital can only be reduced by the purchase and cancellation of shares or the payment of special dividends both of which require shareholder resolution. The Company seeks to provide long term capital return in accordance with its stated investment policy from a diversified portfolio of securities of environmental/cleantech companies. The Company does not hold or intend to hold any derivatives other than those which may be embedded in or between the assets in the portfolio. |
||||||||||
The Company will at all times maintain sufficient liquidity to cover at least twelve months' anticipated operating expenses. The directors will also assure themselves that the NAV of Company is sufficient for the cost effective management of the portfolio and the Company's objectives. |
17. |
CASH GENERATED FROM OPERATIONS |
||||||||||
2009 |
2008 |
||||||||||
(Decrease)/Increase in net assets attributable to shareholders from operations |
(2,986,039) |
5,632,575 |
|||||||||
Adjustments for: |
|||||||||||
Loss/(gain) on financial instruments at fair value through profit or loss |
4,394,769 |
( 6,718,978) |
|||||||||
Movement on foreign exchange: loans provided |
22,180 |
- |
|||||||||
Movement on foreign exchange: cash and cash equivalents |
( 329,692) |
- |
|||||||||
Interest and dividends on investments receivable |
(1,596,697) |
( 230,960) |
|||||||||
Increase in trade and other receivables |
( 108,933) |
( 284,550) |
|||||||||
Increase in trade and other payables |
( 782,538) |
809,386 |
|||||||||
Increase in retention of performance fees |
455 |
183,398 |
|||||||||
CASH FLOW FROM OPERATIONS |
£ |
(1,386,495) |
£ |
( 609,129) |
|||||||
NON-CASH MOVEMENTS |
2009 |
2008 |
|||||||||
Purchase of investments: |
|||||||||||
Conversions |
3,812,963 |
- |
|||||||||
£ |
3,812,963 |
£ |
- |
||||||||
18. |
RELATED PARTY DISCLOSURE |
||||||||||
H. Grant is an employee of a subsidiary of Mourant Limited. D. Maccabe was a shareholder and an employee of a subsidiary of Mourant Limited. Affiliates of Mourant Limited provide ongoing administrative services to the Company at commercial rates. Directors remuneration and expenses payable for the year ended 30th June 2009 and the period ended 30th June 2008 are disclosed in Note 4. |
|||||||||||
The terms and conditions of any transactions with key management personnel and their related parties are no more favourable than those available, or which might reasonably be expected to be available, on similar transactions to non-key management personnel related entities on an arm's length basis. |
|||||||||||
Under the Investment Management Agreement the Manager is entitled to receive a management fee from the Company at a rate of 2% per annum of the Company's net asset value calculated for each three month period ending on 31 March, 30th June, 30th September and 31 December each year on the basis of the Company's net asset value at the end of the preceding period and payable quarterly in arrears. |
|||||||||||
During the year the management fees payable were £838,495 (2008: £527,799). No accrued management fees were outstanding as at 30 June 2009 (30 June 2008: £5,414). |
|||||||||||
During the year placing fees of £345,000 were payable to the Corporate Finance Division of Ludgate Investments Limited. Such fees were charged on normal commercial terms and notified to the Directors of the Fund Manager. |
|||||||||||
Under the terms of the Investment Management Agreement the Manager is also entitled to a performance fee which is payable in arrears in respect of each annual period ending 30th June. The first calculation period began on the admission date and ended on 30th June 2008. The performance fee is dependent on the Company's performance and amounted to £nil for the year ended 30 June 2009 ( 30 June 2008 £733,590). |
19. |
IMMEDIATE HOLDING COMPANY AND ULTIMATE CONTROLLING PARTY |
|||||||||
In the opinion of the Directors there is no single ultimate controlling party since the criteria contained within the definition of "control" in IAS 24 - Related Party Disclosures are not satisfied by any one party. |
||||||||||
20. |
SHAREHOLDERS' INTERESTS |
|||||||||
As at the balance sheet date, the registered holdings of the Company with a least a 3% share of the total shares issued included: |
||||||||||
AS AT 30TH JUNE 2009 |
Ordinary |
Percentage |
||||||||
shares held |
shareholding |
|||||||||
Morstan Nominees Limited |
8,019,271 |
17.45% |
||||||||
The Bank of New York (Nominees) Limited - ref: 468641 |
4,759,635 |
10.36% |
||||||||
HSBC Global Custody Nominee (UK) Limited - ref: 786698 |
4,000,000 |
8.70% |
||||||||
Quintain Estates and Development Plc |
4,000,000 |
8.70% |
||||||||
Flintshire County Council |
3,732,615 |
8.12% |
||||||||
Chase Nominees Limited |
2,959,939 |
6.44% |
||||||||
HSBC Global Custody Nominee (UK) Limited - ref: 771096 |
2,639,757 |
5.74% |
||||||||
BNY (OCS) Nominees Limited |
2,178,397 |
4.74% |
||||||||
Ocean Capital Holding IIBV |
1,839,757 |
4.00% |
||||||||
HSBC Global Custody Nominee (UK) Limited - ref: 771576 |
1,792,878 |
3.90% |
||||||||
AS AT 30TH JUNE 2008 |
Ordinary |
Percentage |
||||||||
shares held |
shareholding |
|||||||||
HSBC Global Custody Nominee (UK) Limited |
6,000,000 |
20.40% |
||||||||
Quintain Estates and Development PLC |
4,000,000 |
13.60% |
||||||||
Morstan Nominees Limited |
2,500,000 |
8.50% |
||||||||
BNY (OCS) Nominees Limited |
2,405,000 |
8.18% |
||||||||
The Bank of New York (Nominees) Limited |
2,200,000 |
7.48% |
||||||||
Flintshire County Council |
1,892,858 |
6.44% |
||||||||
HSBC Global Custody Nominee (UK) Limited |
1,122,286 |
3.82% |
||||||||
W B Nominees Limited |
1,064,000 |
3.62% |
||||||||
HSBC Client Holdings Nominee (UK) Limited |
1,000,000 |
3.40% |
||||||||
Morstan Nominees Limited |
990,099 |
3.37% |
||||||||
21. INVESTMENTS |
30 Jun 09 |
30 Jun 09 |
30 Jun 08 |
30 Jun 08 |
||||||
Cost |
Fair value |
Cost |
Fair value |
|||||||
£ |
£ |
£ |
£ |
|||||||
Quoted equity securities: |
||||||||||
Hydrodec Group plc Ordinary Shares |
3,498,417 |
2,202,438 |
2,265,589 |
3,422,369 |
||||||
Renewable Energy Generation Ordinary shares |
460,241 |
169,850 |
- |
- |
||||||
Phoslock Water Solutions Limited Ordinary shares |
243,853 |
327,205 |
- |
- |
||||||
Azure Dynamics plc ordinary shares |
167,081 |
210,691 |
- |
- |
||||||
Total quoted equities: |
4,369,592 |
2,910,184 |
2,265,589 |
3,422,369 |
||||||
Unquoted equities: |
||||||||||
STX Services B.V. Ordinary Shares |
692,162 |
3,034,658 |
134,402 |
198,418 |
||||||
Rapid Action Packaging Limited Ordinary Shares |
1,500,000 |
1,500,000 |
1,500,000 |
1,500,000 |
||||||
Emergya Wind Technologies B.V. Preference Shares * |
4,038,415 |
1,760,039 |
- |
- |
||||||
Agri.capital Preference Shares (classes E and F) |
4,344,983 |
4,576,238 |
- |
- |
||||||
Total unquoted equities: |
10,575,560 |
10,870,935 |
1,634,402 |
1,698,418 |
||||||
Unquoted securities: |
||||||||||
Emergya Wind Technologies B.V. Loan Notes |
- |
- |
1,436,369 |
1,854,405 |
||||||
Hydrodec Group plc Convertible Bonds |
3,000,000 |
4,365,060 |
3,000,000 |
8,052,632 |
||||||
STX Services B.V. 8% Convertible Loan Notes |
- |
- |
447,746 |
475,260 |
||||||
Rapid Action Packaging Limited 8% Convertible Loan Notes |
2,500,000 |
2,500,000 |
2,500,000 |
2,500,000 |
||||||
5,500,000 |
6,865,060 |
7,384,115 |
12,882,297 |
|||||||
Total investments: |
£ |
20,445,152 |
£ |
20,646,179 |
£ |
11,284,106 |
£ |
18,003,084 |
||
* As required under IFRS the cost of Emergya Wind Technologies B.V. Preference Shares, when converted from Loan Notes to Preference Shares on 7th August 2008 was recorded at its fair value as at that date, being £3,285,176, rather than the historical cost of the Loan Notes (£1,436,569). This has no effect on the fair value adjustment that is recorded in the income statement. |
KEY PARTIES |
||||||||
NOMINATED ADVISER |
||||||||
PricewaterhouseCoopers LLP, 1 Embankment Place, London, WC2N 6RH. |
||||||||
REGISTRAR |
||||||||
Computershare Investor Services (Channel Islands) Limited, Ordnance House, 31 Pier Road, St. Helier, JE4 8PW. |
||||||||
BROKER |
||||||||
The broker was Fairfax I.S. PLC, 46 Berkeley Square, Mayfair, London, WIJ 5AT. Subsequent to the year end, Matrix Corporate Capital LLP, One Vine Street, London, W1J 0AH. was appointed as broker. |
||||||||
BANKERS |
||||||||
Royal Bank of Scotland International, 71 Bath Street, St. Helier, Jersey, JE4 8PQ. |
||||||||
LAWYERS |
||||||||
Norton Rose, 3 More London Riverside, London, SE1 2AQ. |
||||||||
Carey Olsen, 47 Esplanade, St. Helier, Jersey, JE1 0BD. |
||||||||
FUND MANAGER |
||||||||
Ludgate Fund Manager (Environmental) (Jersey) Limited, 22 Grenville Street, St. Helier, Jersey, JE4 8PX. |
||||||||
INVESTMENT ADVISER |
||||||||
Ludgate Investments Limited, 80 Cannon Street, London, EC4N 6HL. |
||||||||
ADMINISTRATORS |
||||||||
Mourant & Co. Limited, 22 Grenville Street, St. Helier, Jersey, JE4 8PX. |
||||||||
INDEPENDENT AUDITORS |
||||||||
BDO Alto Limited , Windward House, La Route de la Liberation, St Helier, Jersey, JE1 1BG. |
Related Shares:
LEF.L