17th Jun 2010 11:31
TP10 VCT plc
Final Results
17 June 2010
TP10 VCT plc, managed by Triple Point Investment Management LLP today announces the final results for the year ended 28 February 2010.
These results were approved by the Board of Directors on 16 June 2010.
You may view the Annual Report in on the Triple Point website www.triplepoint.co.uk at Our Products/TP10/TP10 News. All other statutory information will also be found there.
About TP10 VCT plc
TP10 VCT plc ("the Company") is a Venture Capital Trust ("VCT"). The investment manager is Triple Point Investment Management LLP. The Company was launched in August 2009 and raised £29.8 million (through an offer for subscription).
Details of the Fund's progress are discussed in the Chairman's Statement and Investment Manager's Review forming part of the extract from the Financial Statements which follows.
Venture Capital Trusts (VCTs)
VCTs were introduced in the Finance Act 1995 to provide a means for private individuals to invest in unlisted companies in the UK. Subsequent Finance Acts have introduced changes to VCT legislation. The tax benefits currently available to eligible new investors in VCTs include:
·; upfront income tax relief of 30%
·; exemption from income tax on dividends paid; and
·; exemption from capital gains tax on disposals of shares in VCTs
The Company has been approved as a VCT by HM Revenue & Customs. In order to maintain its approval, the Company must comply with certain requirements on a continuing basis. Above all, the Company is required at all times to hold 70% of its investments (as defined in the legislation) in VCT qualifying holdings, of which at least 30% must comprise eligible ordinary shares.
For this purpose, a 'VCT qualifying holding' consists of up to £1 million invested in any one year in new shares or securities of a UK unquoted company (which may be quoted on AIM) which is carrying on a qualifying trade, and whose gross assets at the time of investment do not exceed a prescribed limit. The definition of 'qualifying trade' excludes certain activities such as property investment and development, financial services and asset leasing. The Company will continue to ensure its compliance with these qualification requirements.
Report of the Directors - Financial Summary
|
|
£'000 |
|
Net assets |
4,390 |
|
Net loss before tax |
(32) |
|
Loss per share |
(5.94p) |
|
Net asset value per share |
94.25p |
TP10 VCT plc ("the Company") is a Venture Capital Trust ("VCT"). The Investment Manager is Triple Point Investment Management LLP. The Company was launched in November 2009 and raised £4.6 million, up to the date of these Financial Statements, through an offer for subscription which closed on 31 May 2010, by which time £29.8m had been raised.
The Directors' Report on pages 7 to 11 and the Directors' Remuneration Report on pages 12 to 13 have each been drawn up in accordance with the requirements of English law and liability in respect thereof is also governed by English law. In particular, the responsibility of the Directors for these reports is owed solely to TP 10 VCT plc.
The Directors submit to the members their Annual Report and Financial Statements for the Company for the period ended 28 February 2010. The Report of the Directors, includes the Financial Summary, Chairman's Statement, Details of Advisers, Shareholder Information, Directors' Report, Directors' Remuneration Report and the Corporate Governance Statement.
Report of the Directors - Chairman's Statement
I am delighted to be writing to you as a subscribing shareholder in TP10 enclosing your Company's first Financial Statements, those for the period ending 28 February 2010.
First of all, some explanation is required for the provision of audited Financial Statements covering a period whilst the Company's offer for subscription for shares remained open. On 16 September 2009 the Company issued its Prospectus offering subscription for up to 50,000,000 ordinary shares of 1p each at an issue price of £1 per share. In order to provide the maximum period for the Company to secure its VCT status by ensuring that at least 70% of the fund's investments will be committed to VCT qualifying holdings, the board set its year end at 28 February. The Company was incorporated on 7 August 2009, and these first financial statements cover the period from incorporation to 28 February 2010. However, with the Company having first allotted shares on 29 January 2010, the current accounting period only includes a month's substantive activity.
INVESTMENT STRATEGY
TP10's strategy is to offer combined exposure to cash or cash based funds and venture capital investments focused on companies with contractual revenues from financially secure counterparties. Initially, investment exposure is intended to be predominantly to cash and cash based funds. By the end of its third year the Company's intention is that at least 70% of the fund will be committed to VCT qualifying holdings with up to 30% remaining exposed to cash and cash based funds.
RESULTS
Up to 28 February 2010, the Company had received subscriptions for 4,658,202 shares with the share proceeds being £4.6 million.
The offer for subscription for shares closed on 31 May 2010 with subscriptions having been received for 30,178,014 shares, with the share proceeds £29.8 million.
The Company's net asset value per share at 28 February 2010 was 94.25p per share reflecting the accrual of fixed costs, in particular Directors' fees, and that shares issued before 31 January 2010 were issued at a discount so that the price received was 99p per share rather than the £1 issue price.
RISKS
The Board believes that the principal risks facing the Company are:
• Investment risk associated with VCT qualifying investments;
• Failure to maintain approval as a qualifying VCT.
The Board believes these risks are manageable and, with the Investment Manager, continues to work to minimise either the likelihood or potential impact of these risks, within the scope of the Company's established investment strategy. Further details of how these risks are managed are detailed within the Directors' Report.
OUTLOOK
Market conditions for VCT qualifying investments remain favourable and Triple Point Investment Management LLP has a pipeline of opportunities which meet the investment criteria your Company seeks. I expect to be writing to you further about these investment opportunities in the next report to be published in October this year.
If you have any queries or comments, please do not hesitate to telephone Triple Point Investment Management LLP on 020 7201 8989 or email me at [email protected].
Robin Morrison,
Chairman
16 June 2010
Investment Manager's Review
Outlook
I am writing to you on behalf of Triple Point Investment Management LLP with your Company's first Investment Manager's Review immediately following closure of the Company's offer for subscription for shares.
Strategy
TP10's strategy is to offer combined exposure to cash or cash based funds and venture capital investments focused on companies with contractual revenues from financially secure counterparties. Initially, investment exposure is intended to be predominantly to cash and cash based funds. By the end of its third year the Company's intention is that at least 70% of the fund will be committed to VCT qualifying holdings with up to 30% remaining exposed to cash and cash based funds.
Triple Point VCT-qualifying investments
Triple Point VCT-qualifying investments differ from other VCT-qualifying investments or venture capital investments. Instead of focusing on companies with high growth potential (and correspondingly high risks), Triple Point invests in companies that have a solid, stable future with highly predictable revenues and cash flows. Typically Triple Point VCT-qualifying investments provide services to the public sector and financially sound corporate customers. This strategy has earned Triple Point VCT qualifying investments a reputation for capital security and liquidity.
Investment criteria for the TP10 portfolio
Investments will be sought with the following characteristics:
• High degree of capital security
• Solid and financially sound customer base
• Predictable revenue streams
Assets awaiting deployment will be invested in cash or cash-based liquid investments.
Claire Ainsworth
for Triple Point Investment Management LLP
16 June 2010
About Triple Point Investment Management LLP (Triple Point)
Triple Point is a specialist in tax-efficient investments. As well as managing several market-leading VCTs, it offers investors a range of investment products that qualify for government sponsored tax reliefs including the Enterprise Investment Scheme (EIS) and Business Property Relief (BPR).
The Triple Point investment model focuses on capital security, liquidity and tax-enhanced returns built around the group's capabilities in taxation, structured finance and investment.
For more information on Triple Point Investment Management LLP please call 020 7201 8989.
Report of the Directors - Corporate Governance
The Board of TP10 VCT plc has considered the principles and recommendations of the Association of Investment Companies Code of Corporate Governance (AIC Code) by reference to the Association of Investment Companies Corporate Governance Guide for Investment Companies (AIC Guide). The AIC Code, as explained by the AIC Guide, addresses all the principles set out in Section 1 of the Combined Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company. The Board considers that reporting against principles and recommendations of the AIC Code, by reference to the AIC Guide (which incorporates the Combined Code), will provide better information to shareholders.
The Company is committed to maintaining high standards in corporate governance and has complied with the recommendations of the AIC Code and the relevant provisions of Section 1 of the Combined Code, except as set out at the end of this report in the Compliance Statement.
The Corporate Governance Report forms part of the' Report of Directors.
Board of Directors
The Company has a board of three non-executive Directors, one of whom, Alexis Prenn, is not considered to be independent. Since all Directors are non-executive and day-to-day management responsibilities are sub-contracted to the Manager, the Company does not have a Chief Executive Officer. The Directors have a range of business and financial skills which are relevant to the Company; these are described on page 3 of this report. Directors are provided with key information on the Company's activities, including regulatory and statutory requirements by the Investment Manager. The Board has direct access to company secretarial advice and compliance services provided by the Manager, which is responsible for ensuring that Board procedures are followed and applicable regulations complied with. All Directors are able to take independent professional advice in furtherance of their duties.
The Board will meet regularly on a quarterly basis, and on other occasions as required, to review the investment performance and monitor compliance with the investment policy laid down by the Board. There is a formal schedule of matters reserved for Board decision and the agreement between the Company and the Manager has authority limits beyond which Board approval must be sought.
The Manager has authority over the management of the investment portfolio, the organisation of custodial services, accounting, secretarial and administrative services. In practice the Investment Manager makes investment recommendations for the Board's approval. In addition all investment decisions involving other VCTs managed by the Investment Manager are taken by the Board rather than the Investment Manager. Other matters reserved for the Board include:
- the consideration and approval of future developments or changes to the investment policy, including risk and asset allocation;
- consideration of corporate strategy;
- approval of the appropriate dividend and any return of capital to be paid to the shareholders;
- the appointment, evaluation, removal and remuneration of the Manager;
- the performance of the Company, including monitoring of the discount of the net asset value and the share price; and
- monitoring shareholder profiles and considering shareholder communications.
The Chairman leads the Board in the determination of its strategy and in the achievement of its objectives. The Chairman is responsible for organising the business of the Board, ensuring its effectiveness and setting its agenda, and has no involvement in the day to day business of the Company. He facilitates the effective contribution of the Directors and ensures that they receive accurate, timely and clear information and that they communicate effectively with shareholders. The Chairman does not have significant commitments conflicting with his obligations to the Company.
Report of the Directors - Corporate Governance (continued)
Board of Directors (continued)
The Company Secretary is responsible for advising the Board through the Chairman on all governance matters. All of the Directors have access to the advice and services of the Company Secretary, who has administrative responsibility for the meetings of the Board and its committees. Directors may also take independent professional advice at the Company's expense where necessary in the performance of their duties. As all of the Directors are non-executive, it is not considered appropriate to identify a member of the Board as the senior non-executive director of the Company.
The Company's articles of association and the schedule of matters reserved to the Board for decision provide that the appointment and removal of the Company Secretary is a matter for the full Board.
The Company's articles of association require that one third of the Directors should retire by rotation each year and seek re-election at the annual general meeting, and that directors newly appointed by the Board should seek re-appointment at the next annual general meeting. The Board complies with the requirement of the Combined Code that all directors are required to submit themselves for re-election at least every three years.
The Board regularly reviews the independence of its members and is satisfied that (with the exception of Alexis Prenn who is beneficially interested in TPIM LLP, the Company's investment manager) the Company's directors are independent in character and judgement and there are no relationships or circumstances which could affect their objectivity.
During the period covered by these financial statements the following meetings were held:
|
Directors present |
2 Full Board |
0 Audit Committee |
|
|
|
Meetings |
Meetings |
|
|
Robin Morrison, Chairman |
2 |
0 |
|
|
Robert Reid |
2 |
0 |
|
|
Alexis Prenn |
2 |
0 |
|
|
|
|
|
|
Audit Committee
The Board has appointed an Audit Committee of which Robin Morrison is Chairman, which deals with matters relating to audit, financial reporting and internal control systems. The committee meets as required and has direct access to Grant Thornton UK LLP, the Company's Auditor.
The Audit Committee's terms of reference include the following roles and responsibilities:
- reviewing and making recommendations to the Board in relation to the Company's published financial statements and other formal announcements relating to the Company's financial performance;
- reviewing and making recommendations to the board in relation to the Company's internal control (including internal financial control) and risk management systems;
- periodically considering the need for an internal audit function;
- making recommendations to the Board in relation to the appointment, re-appointment and removal of the external auditor and approving the remuneration and terms of engagement of the external auditor;
- reviewing and monitoring the external auditor's independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional regulatory requirements;
- monitoring the extent to which the external auditor is engaged to supply non-audit services; and
- ensuring that the Investment Manager has arrangements in place for the investigation and follow-up of any concerns raised confidentially by staff in relation to propriety of financial reporting or other matters.
Report of the Directors - Corporate Governance (continued)
Audit Committee (continued)
The Committee reviews its terms of reference and effectiveness annually and recommends to the Board any changes required as a result of the review. The terms of reference are available on request from the Company Secretary.
The Board considers that the members of the Committee are independent and collectively have the skills and experience required to discharge their duties effectively, and that the chairman of the committee meets the requirements of the Combined Code as to relevant financial experience.
The Company does not have an independent internal audit function as it is not deemed appropriate given the size of the Company and the nature of the Company's business. However, the Committee considers annually whether there is a need for such a function and if so would recommend this to the Board.
In respect of the period ended 28 February 2010, the Audit Committee discharged its responsibilities by:
- reviewing and approving the external auditor's terms of engagement and remuneration;
- reviewing the external auditor's plan for the audit of the financial statements, including identification of key risks and confirmation of auditor independence;
- reviewing TPIMLLP's statement of internal controls operated in relation to the Company's business and assessing those controls in minimising the impact of key risks;
- reviewing periodic reports on the effectiveness of TPIMLLP's compliance procedures;
- reviewing the appropriateness of the Company's accounting policies; and
Internal Control
The Directors have overall responsibility for keeping under review the effectiveness of the Company's systems of internal controls. The purpose of these controls is to ensure that proper accounting records are maintained, the Company's assets are safeguarded and the financial information used within the business and for publication is accurate and reliable; such a system can only provide reasonable and not absolute assurance against material misstatement or loss. The system of internal controls is designed to manage rather than eliminate the risk of failure to achieve business objectives. The Board regularly reviews financial results and investment performance with its investment managers.
Triple Point Investment Management LLP is engaged to provide administrative services including accounting services and arrange physical custody of the documents of title relating to investments.
The Directors confirm that they have established a continuing process throughout the period and up to the date of this report for identifying, evaluating and managing the significant potential risks faced by the Company and have reviewed the effectiveness of the internal control systems. As part of this process an annual review of the internal control systems is carried out. The Board does not consider it necessary to maintain a separate internal audit function.
Internal control systems include the production and review of monthly bank and management accounts. The VCT is subject to a full annual audit whereby the auditors are the same auditors as other VCTs managed by the Investment Manager. Further to this, the Audit Partner has open access to the Directors of the VCT and the Investment Manager is subject to regular review by the TPIMLLP Compliance Department.
Risk management
TPIMLLP carries out management of liquid funds in accordance with the policy guidelines laid down and regularly reviewed by the Board. The Board carries out a regular review of the risk environment in which the company operates. The particular risks they have identified are detailed in the Directors' Report on page 9.
Report of the Directors - (Corporate Governance continued)
Going concern
After making the necessary enquiries, the Directors confirm that they are satisfied that the Company has adequate resources to continue in business for the foreseeable future. The Board receives regular reports from the Manager and the Directors believe that, as no material uncertainties leading to significant doubt about going concern have been identified, it is appropriate to continue to apply the going concern basis in preparing the financial statements.
Relations with shareholders
The Board recognise the value of maintaining regular communications with shareholders. In addition to the formal business of the annual general meeting, an opportunity is given to all shareholders to question the Board and the Investment Manager on matters relating to the Company's operation and performance. Proxy voting figures for each resolution will be announced at the annual general meeting. The Board and the Investment Manager will also respond to any written queries made by shareholders during the course of the year and both can be contacted at4-5 Grosvenor Place, London, SW1X 7HJ or on 020 7201 8989.
Compliance statement
The Listing Rules require the Board to report on compliance with the 48 Combined Code provisions throughout the accounting period. With the exception of the limited items outlined below, the Directors consider that the Company has complied throughout the period under review with the provisions set out in Section 1 of the Combined Code of Corporate Governance published by the UK Listing Authority in 2008:
1. New Directors do not receive a full, formal and tailored induction on joining the Board. Such matters are addressed on an individual basis as they arise (A5.1).
2. Due to the size of the Board and the nature of the Company's business, a formal performance evaluation of the Board, its committees, the individual Directors and the Chairman has not been undertaken. Specific performance issues are dealt with as they arise (A1.3, A6.1).
3. The Company does not have a senior independent director. The Board does not consider such an appointment appropriate for a company such as TP10 VCT (A3.3).
4. The Company conducts a formal review as to whether there is a need for an internal audit function. The Directors do not consider that an internal audit would be an appropriate control for a venture capital trust (C3 .5).
5. As all the Directors are non-executive, it is not considered appropriate to appoint a Nomination or Remuneration Committee (A4.1 and B2.1).
On behalf of the Board
Robin Morrison,
Chairman
16 June 2010
Report of the Directors - Directors' Responsibility Statement
The Directors are responsible for preparing the annual report and the Financial Statements in accordance with applicable law and regulations. Company law requires the Directors to prepare Financial Statements for each financial year. Under that law the directors are required to prepare the Financial Statements in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS).
The Financial Statements are required by law to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the return 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 IFRS have been followed, subject to any material departures disclosed and explained in the financial statements; and
·; prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors confirm that to the best of their knowledge the Financial Statements for the period ended 28 February 2010 comply with the requirements set out above and that suitable accounting policies, consistently applied and supported by reasonable and prudent judgment, have been used in their preparation. They also confirm that the annual report includes a fair review of the business together with a description of the principal risks and uncertainties faced by the Company.
The Directors are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and taking reasonable steps for the prevention and detection of fraud and other irregularities.
In so far as the Directors are aware:
·; there is no relevant audit information of which the Company's auditor is unaware; and
·; the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.
Under applicable law and regulations, the Directors are also responsible for preparing a Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that comply with that law and those regulations.
The Company's Financial Statements are published on the TPIMLLP website, www.triplepoint.co.uk. The maintenance and integrity of this website is the responsibility of TPIMLLP and not of the Company. The work carried out by Grant Thornton UK LLP as independent auditor of the Company does not involve consideration of the maintenance and integrity of the website and accordingly they accept no responsibility for any changes that have occurred to the financial statements since they were initially presented on the website. Visitors to the website should be aware that legislation in the United Kingdom governing the preparation and dissemination of the Financial Statements may differ from legislation in their jurisdiction.
To the best of my knowledge:
• The Financial Statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
• the Directors' Report includes a fair review of the development and performance of the business and the position of the Company together with a description of the principal risks and uncertainties it faces.
On behalf of the Board
Robin Morrison,
Director
16 June 2010
Statement of Comprehensive Income
For the period 7 August 2009 to 28 February 2010
|
|
Note |
Revenue |
Capital |
Total |
|
|
|
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
Investment income |
4 |
1 |
- |
1 |
|
Investment return |
|
1 |
- |
1 |
|
|
|
|
|
|
|
Investment management fees |
5 |
2 |
5 |
7 |
|
Financial and regulatory costs |
|
- |
- |
- |
|
General administration |
|
- |
- |
- |
|
Legal and professional fees |
6 |
7 |
- |
7 |
|
Directors' remuneration |
7 |
19 |
- |
19 |
|
Operating expenses |
|
28 |
5 |
33 |
|
Loss before taxation |
|
(27) |
(5) |
(32) |
|
Taxation |
8 |
- |
- |
- |
|
Loss after taxation |
|
(27) |
(5) |
(32) |
|
Other comprehensive income |
|
- |
- |
- |
|
Total comprehensive loss |
|
(27) |
(5) |
(32) |
|
Basic & diluted loss per share |
9 |
(4.94p) |
(1.00p) |
(5.94p) |
The total column of this statement is the statement of comprehensive income of the Company prepared in accordance with International Financial Reporting Standards (IFRS). The supplementary revenue return and capital return columns have been prepared under guidance published by the Association of Investment Companies.
All revenue and capital items in the above statement derive from continuing operations.
This statement of comprehensive income includes all recognised gains and losses.
The accompanying notes are an integral part of these statements.
Balance Sheet
at 28 February 2010
|
|
Note |
£'000 |
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
Receivables |
10 |
201 |
|
|
Cash and cash equivalents |
11 |
4,251 |
|
|
TOTAL ASSETS |
|
4,452 |
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
Payables |
12 |
38 |
|
|
Accrued expenses |
|
24 |
|
|
|
|
62 |
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS |
4,390 |
||
|
|
|
|
|
|
|
|
|
|
|
EQUITY |
|
|
|
|
Equity attributable to equity holders |
|
|
|
|
Share capital |
13 |
47 |
|
|
Share Premium |
|
4,375 |
|
|
Capital reserve |
|
(5) |
|
|
Revenue reserve |
|
(27) |
|
|
Total equity |
|
4,390 |
|
|
|
|
|
|
|
Net asset value per share (pence) |
14 |
94.25p |
The balance sheet was approved by the Directors and authorised for issue on 16 June 2010 and are signed on their behalf by:
Robin Morrison
Chairman
16 June 2010
Company registration number 6985211.
The accompanying notes are an integral part of this statement.
Statement of Changes in Shareholders' Equity
For the period 7 August 2009 to 28 February 2010
|
|
Issued |
Share |
Capital |
Revenue |
|
|
|
Capital |
Premium |
Reserve |
Reserve |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
Issue of share capital |
47 |
4,606 |
- |
- |
4,653 |
|
Cost of issue of shares |
- |
(231) |
- |
- |
(231) |
|
Transactions with owners |
47 |
4,375 |
- |
- |
4,422 |
|
|
|
|
|
|
|
|
Loss before tax |
- |
- |
(5) |
(27) |
(32) |
|
Other comprehensive income |
- |
- |
- |
- |
- |
|
Total comprehensive loss for the year |
- |
- |
(5) |
(27) |
(32) |
|
Balance at 28 February 2010 |
47 |
4,375 |
(5) |
(27) |
4,390 |
The share premium represents the excess of issue price of shares over par value net of issue costs. The capital reserve represents the proportion of Investment Management fees regarded as capital. There have been no realised or unrealised gains or losses on investments credited / charged to Capital Reserve in the period. Neither the share premium nor capital reserve are distributable. The Revenue Reserve is distributable by way of dividend.
Statement of Cash Flows
For the period 7 August 2009 to 28 February 2010
|
|
£'000 |
|
Cash flows from operating activities |
|
|
Loss before taxation |
(32) |
|
Cash absorbed by operations |
(32) |
|
Increase in receivables |
(201) |
|
Increase in payables and accruals |
62 |
|
Net cash outflow from operating activities |
(171) |
|
Net cash flows from investing activities |
- |
|
Cash flows from financing activities |
|
|
Issue of shares |
4,422 |
|
Net cash flows from financing activities |
4,422 |
|
Net increase in cash and cash equivalents |
4,251 |
|
|
|
|
|
|
|
Reconciliation of net cash flow to movements in cash and cash equivalents |
|
|
Net increase in cash and cash equivalents |
4,251 |
|
Cash and cash equivalents at 28 February 2010 |
4,251 |
The accompanying notes are an integral part of these statements.
Notes to the Financial Statements
1 Corporate Information
The Financial Statements of the Company for the period from incorporation on 7 August 2009 to 28 February 2010 were authorised for issue in accordance with a resolution of the Directors on 16 June 2010.
The Company applied for listing on the London Stock Exchange on 29 January 2010.
TP10 VCT Plc is incorporated and domiciled in Great Britain. The address of TP10 VCT plc's registered office, which is also its principal place of business, is 4-5 Grosvenor Place, London, SW1X 7HJ.
TP10 VCT plc's Financial Statements are presented in Pounds Sterling (£) which is also the functional currency of the Company, rounded to the nearest thousand.
The principal activity of the Company is investment.
2 Basis of preparation and accounting policies
Basis of preparation
The Financial Statements of the Company for the period to 28 February 2010 have been prepared in accordance with International Financial Reporting Standards ("IFRS") adopted for use in the European Union and therefore comply with the Articles of the EU IAS regulation and with the Statement of Recommended Practice: "Financial Statements of Investment Companies" (SORP) issued by the Association of Investment Companies (AIC) in January 2009, in so far as this does not conflict with IFRS.
The Financial Statements are prepared on a historical cost basis except that investments are shown at fair value through profit or loss.
The preparation of Financial Statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these judgements.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects that period, or in the period of revision and future periods if the revision effects both current and future periods.
These financial statements have been prepared in accordance with the accounting policies set out below which are based on the recognition and measurement principles of IFRS in issue as adopted by the European Union (EU).
Standards issued but not yet effective
The following new standards, amendments to standards and interpretations are not yet effective for the period ended 28 February 2010, and have not been applied in preparing these Financial Statements.
- IFRS 9 Financial Instruments (effective 1 January 2013)
- IAS 24 (Revised 2009) Related Party Disclosures (effective 1 January 2011)
- IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments (effective 1 July 2010)
- Amendment to IAS 32 Classification of Rights Issues (effective 1 February 2010)
All of these changes will be applied by the Company from the effective date but none of them are expected to have a significant impact on the Company's Financial Statements.
Notes to the Financial Statements
2 Basis of preparation and accounting policies (continued)
Presentation of income statement
In order to better reflect the activities of an investment trust company, and in accordance with the guidance issued by the Association of Investment Companies, supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement. In accordance with the Company's status as a UK Investment Company under section 832of the Companies Act 2006, net capital returns may not be distributed by way of dividend.
Capital Management
The Company's objectives when managing capital are:
·; to safeguard its ability to continue as a going concern, so that it can continue to provide returns to shareholders and benefits for other stakeholders;
·; to ensure sufficient liquid resources are available to meet the funding requirements of its investments and to fund new investments where identified;
The Company has no external debt; consequently all capital is represented by the value of share capital, distributable and other reserves. Total Shareholder equity at 28 February 2010 was £4.4 million.
Income
Investment income includes interest earned on bank balances and money market securities and includes income tax withheld at source. Dividend income is shown net of any related tax credit and is brought into account on the ex-dividend date.
Fixed returns on investment loans, debt and money market securities are recognised on a time apportionment basis so as to reflect the effective yield, provided there is no reasonable doubt that payment will be received in due course.
Expenses
All expenses are accounted for on the accruals basis. Expenses are charged to revenue with the exception of the investment management fee, which has been charged 25% to the revenue account and 75% to the capital account to reflect, in the Directors' opinion, the expected long term split of returns in the form of income and capital gains respectively from the investment portfolio.
Taxation
Corporation tax payable is applied to profits chargeable to corporation tax, if any, at the current rate in accordance with IAS 12 "Income Taxes". The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue on the same basis as the particular item to which it relates, using the Company's effective rate of tax for the accounting period.
In accordance with IAS 12, deferred tax is recognised in respect of all temporary differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less tax, with the exception that deferred tax assets are recognised only to the extent that the Directors consider that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing can be deducted. The directors have considered the requirements of IAS 12 and do not believe that any provision should be made.
Notes to the Financial Statements
2 Basis of preparation and accounting policies (continued)
Financial instruments
The Company's principal financial assets are its investments and the policies in relation to those assets are set out above. Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities. Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.
Issued share capital
Ordinary shares are classified as equity because they do not contain an obligation to transfer cash or another financial asset. Issue costs associated with the allotment of shares have been deducted from the share premium account in accordance with IAS 32.
Cash and cash equivalents
Cash and cash equivalents represents cash available at less than 3 month's notice.
Receivables
Receivables are recognised at fair value on initial recognition and subsequently at amortised cost. An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount.
Trade and other payables
Trade and other payables are recognised at fair value on initial recognition and subsequently at amortised cost.
Reserves
The revenue reserve (retained earnings) and capital reserve reflect the guidance published by the Association of Investment Companies. The share premium account represents the proceeds of share allotments in excess of the par values of shares issued and against which offer costs have been set. The capital reserve and share premium are non-distributable. The revenue reserve is distributable by way of dividend.
3 Segmental reporting
The company only has one class of business, being investment activity.
4 Investment Income
|
|
Revenue |
Capital |
Total |
|
|
£'000 |
£'000 |
£'000 |
|
Interest receivable on bank balances and money market funds |
1 |
- |
1 |
|
Total |
1 |
- |
1 |
Notes to the Financial Statements
5 Investment management fees
Triple Point Investment Management LLP provides investment management and administration services to the Company under an Investment Management Agreement effective 29 January 2010 which runs for a period of 5 years and may be terminated at any time thereafter by not less than twelve months' notice given by either party and which provides for an administration and investment management fee of 2.50% per annum of net assets calculated and payable quarterly in arrears. Should such notice be given, the Investment Manager would perform its duties under the Investment Management Agreement and receive its management fee during the notice period.
6 Legal and professional fees
Legal and professional fees include remuneration paid to the Company's auditor, Grant Thornton UK LLP as shown in the following table:
|
|
Revenue |
Capital |
Total |
|
|
£'000 |
£'000 |
£'000 |
|
Fees payable to the Company's auditor: |
|
|
|
|
for the audit of the Company and Group accounts |
5 |
- |
5 |
|
for other services related to taxation |
1 |
- |
1 |
|
|
6 |
- |
6 |
7 Directors' remuneration
|
|
Revenue |
Capital |
Total |
|
|
£'000 |
£'000 |
£'000 |
|
Robin Morrison, Chairman |
7 |
- |
7 |
|
Robert Reid |
6 |
- |
6 |
|
Alexis Prenn |
6 |
- |
6 |
|
Total |
19 |
- |
19 |
8 Taxation
|
|
Revenue |
Capital |
Total |
|
|
£'000 |
£'000 |
£'000 |
|
Loss on ordinary activities before tax |
(27) |
(5) |
(32) |
|
UK Corporation tax at 28% |
(8) |
(1) |
(9) |
|
Tax value of unused tax losses |
8 |
1 |
9 |
|
|
|
|
|
|
Total current tax charge |
- |
- |
- |
Capital gains and losses are exempt from corporation tax due to the company's status as a Venture Capital Trust.
Excess management charges of £32,000 have been carried forward at 28 February 2010 and are available for offset against future taxable income subject to agreement with the HM Revenue & Customs.
Notes to the Financial Statements
9 Loss per share
The loss per share is based on a loss from ordinary activities after tax of £32,000, and on the weighted average number of shares in issue during the period of 536,901.
The table below shows the calculation of the weighted average number of shares used in the above calculations:
|
Date of |
Shares |
No. of |
Weighted |
|
Issue |
Issued |
Days |
Average |
|
|
|
|
|
|
07-Aug-09 |
2 |
206 |
2 |
|
29-Jan-10 |
3,176,575 |
31 |
478,028 |
|
12-Feb-10 |
548,750 |
17 |
45,285 |
|
26-Feb-10 |
932,875 |
3 |
13,586 |
|
28-Feb-10 |
4,658,202 |
206 |
536,901 |
10 Receivables
|
|
£'000 |
|
Outstanding share subscriptions |
175 |
|
Prepaid expenses |
26 |
|
|
201 |
11 Cash and cash equivalents
Cash and cash equivalents comprise deposits with Royal Bank of Scotland plc.
12 Payables
|
|
£'000 |
|
Other payables |
38 |
|
|
38 |
13 Share Capital
|
Ordinary Shares of 1p |
|
|
Authorised |
|
|
Number of shares |
50,000,000 |
|
Par Value £'000 |
500 |
|
Issued & Fully Paid |
|
|
Number of shares |
4,658,202 |
|
Par Value £'000 |
47 |
On 15 September 2009 the Company issued 50,000 redeemable preference shares of £1 each at 25p paid. These shares were redeemed on 22 January 2010.
Notes to the Financial Statements
13 Share Capital (continued)
During the period the Company issued 3,168,675 ordinary shares at a price of 99p per share,1,489,525 ordinary shares of 1p each at a price of £1 each and 2 ordinary shares at par.
14 Net asset value per share
The calculation of net asset value per share is based on net assets of £4,390,000 divided by the 4,658,202 shares in issue.
15 Commitments and contingencies
The Company has no outstanding commitments or contingent liabilities.
16 Related party transactions
Alexis Prenn, a director of the Company, is an equity Member of Triple Point LLP (TPLLP). TPLLP in turn has a controlling interest in Triple Point Investment Management LLP (TPIMLLP). During the period, TPIMLLP received £7,000, which has been expensed, for providing management and administrative services to the Company and £115,000, which has been charged to share premium, in respect of capital raising.
17 Post balance sheet events
Subsequent to 28 February 2010 a further 25,519,812 shares have been issued at £1 per share under the terms of the Company's offer for subscription of up to 50,000,000 ordinary shares of 1p each. The offer for subscription for shares closed on 31 May 2010.
Related Shares:
Citi Fun 32