17th May 2012 14:49
TP10 VCT plc
Final Results
TP10 VCT plc managed by Triple Point Investment Management LLP today announces the final results for the year ended 29 February 2012.
These results were approved by the Board of Directors on 16 May 2012.
You may view the Annual Report in on the Triple Point website www.triplepoint.co.uk at http://www.triplepoint.co.uk/investment-products/venture-capital-trust/tp10/.
About TP10 VCT plc
TP10 VCT plc ("the Company") is a Venture Capital Trust ("VCT"). The investment manager is Triple Point Investment Management LLP. The Company was incorporated in August 2009 and raised £28.6 million (net of expenses) through an offer for subscription.
Details of the Fund's progress are discussed in the Chairman's Statement and Investment Manager's Review forming part of the extract from the Financial Statements which follows.
Venture Capital Trusts (VCTs)
VCTs were introduced in the Finance Act 1995 to provide a means for private individuals to invest in unlisted companies in the UK. Subsequent Finance Acts have introduced changes to VCT legislation. The tax benefits currently available to eligible new investors in VCTs include:
·; upfront income tax relief of 30%
·; exemption from income tax on dividends paid; and
·; exemption from capital gains tax on disposals of shares in VCTs
The Company has been provisionally approved as a VCT by HM Revenue & Customs. In order to maintain its approval, the Company must comply with certain requirements on a continuing basis. Above all, the Company is required at all times to hold 70% of its investments (as defined in the legislation) in VCT qualifying holdings, of which at least 30% must comprise eligible ordinary shares.
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
Year ended | Year ended | ||
29 February 2012 | 28 February 2011 | ||
£'000 | £'000 | ||
Net assets | 27,573 | 27,991 | |
Net loss before tax | (418) | (620) | |
Loss per share | (1.39p) | (2.24p) | |
Net asset value per share | 91.37p | 92.75p |
For a £1 investment per share investors, with a sufficient income tax liability in the relevant year have already received a 30p tax credit which, taken together with the current NAV of 91.37p, totals 121.37p.
TP10 VCT plc ("the Company") is a Venture Capital Trust ("VCT"). The Investment Manager is Triple Point Investment Management LLP ("TPIM"). The Company was launched in November 2009 and raised £28.6 million (net of expenses) through an offer for subscription which closed on 31 May 2010.
The Directors' Report on pages 11 to 16 and the Directors' Remuneration Report on pages 17 to 18 have each been drawn up in accordance with the requirements of English law and liability in respect thereof is also governed by English law. In particular, the responsibility of the Directors for these reports is owed solely to TP10 VCT plc.
The Directors submit to the members their Annual Report and Financial Statements for the Company for the year ended 29 February 2012. The Report of the Directors' includes the Financial Summary, Chairman's Statement, Details of Advisers, Shareholder Information, Directors' Report, Directors' Remuneration Report and the Corporate Governance Statement.
Report of the Directors - Chairman's Statement
I am writing to present the Financial Statements for TP10 VCT plc ("the Company") for the year ended 29 February 2012.
Results
We are pleased to announce that following the year end in March the Company secured its VCT qualifying status by satisfying the test of being 70% invested in VCT qualifying investments, which at the year end represented 65% of net assets and since has increased to in excess of 80%. The Board is pleased that its investment portfolio has been constructed a year ahead of the target date for its investment strategy.
In selecting its qualifying investments the Company has been able to take advantage of a number of attractive investment opportunities. These include renewable electricity generated from roof mounted solar photovoltaic panels (investments which will benefit from long-term, index linked revenues) and cinema digitisation yielding high quality, predictable cash flows.
During the year non VCT qualifying investments of £1.4 million were made into Broadpoint Ltd, a finance company, and £550,000 as a short term loan to Biomass Future Generation Limited, a company constructing a plant to generate electricity from anaerobic digestion.
More information on the Company's investment portfolio is given in the Investment Manager's Review.
At 29 February 2012 the net asset value per share stood at 91.37p. Over the year the Company made a loss of 1.39p per share as the running costs of the Company exceeded the income on its investments. Now that the portfolio is established, this position is expected to reverse over the coming year.
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
Despite the unpredictability of the short-term economic prospects, having secured its VCT qualifying portfolio and status, the Board is confident in its outlook and believes the Company is well placed to deliver returns to shareholders over the longer term.
If you have any queries or comments, please do not hesitate to telephone Triple Point Investment Management LLP on 020 7201 8989.
Robin Morrison
Chairman
16 May 2012
Investment Manager's Review
We are pleased to report that during the year the Company continued to build its portfolio of VCT qualifying investments, investing £17.2million, so that as at 29 February 2012 qualifying investments represented 65% of net assets. Following the year end a further £6million was invested increasing the VCT qualifying portfolio to 83% of net assets. This investment programme means that the Company has satisfied the requirement of being 70% invested in qualifying investments a year ahead of its target date.
The portfolio of qualifying investments is split between 26 companies across cinema digitisation, project management, and electricity generation from solar PV, anaerobic digestion and landfill gas.
Each of these investments meets Triple Point's investment criteria, with projected revenue generated by good quality counterparties and the potential for attractive returns. Investments in each sector have been made with the benefit of rigorous selection criteria, including extensive due diligence and technical assessment.
Investment Programme Summary
The table below summaries the qualifying investments made in the portfolio during the year and following the year end.
Industry Sector | Cinema Digitisation | Solar PV | Anaerobic Digestion | Landfill | Project Management | Total Qualifying Investments |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Investments at 1 March 2011 | 600 | - | - | - | - | 600 |
Investments made during the year | 4,800 | 9,600 | 2,500 | - | 363 | 17,263 |
Investments at 29 February 2012 | 5,400 | 9,600 | 2,500 | - | 363 | 17,863 |
Investments made since the year ended 29 February 2012 | 1,500 | 1,600 | 1,475 | 1,000 | 450 | 6,025 |
Investments disposed of since the year ended 29 February 2012 | - | - | (1,000) | - | - | (1,000) |
Investments at the date of this report | 6,900 | 11,200 | 2,975 | 1,000 | 813 | 22,888 |
VCT Investment Portfolio
Anaerobic Digestion
The Company has invested in three companies pursuing opportunities in the generation of electricity from farm based Anaerobic Digestion (AD), one of the most stable sub-sectors. AD is the production of biogas through the biological treatment of organic materials using naturally occurring organisms. The process takes place inside sealed tanks producing methane, which is burned to generate electricity, which is sold to utility companies via a National Grid connection, or to businesses located close to the generator. Income will be derived from the production and sale of electricity which will attract Feed-in Tariffs (FITs). The technology used in AD is tried and tested and the equipment is supplied by one of Europe's leading technology suppliers, Envitech.
Cinema Digitisation
The Company has invested in six companies that deploy, maintain and operate digital equipment in cinemas in the UK and Continental Europe. The digitisation of cinema projection equipment has enabled significant industry wide print and distribution cost savings and has enhanced box office receipts through 3D technology. Digital cinema projection conversion is paid for under the globally recognised Virtual Print Fee model, through which Film Studios pay for the cost of the deployment over a number of years. The majority of the revenues come from the six major investment grade Hollywood Studios.
Landfill Gas
Two investments were made after the year end in companies in Northern Ireland intending to generate electricity from landfill gas. The technology used to recover landfill gas is highly efficient and well-established. Landfill gas is recovered by drilling a series of wells into the waste in a grid pattern across a site. The gas then powers electricity generators and the electricity is exported to the Grid. The companies' revenues are derived from the generation of electricity supported by the Renewable Obligation incentive.
Project Management
The Company has invested in a project management business that manages the planning process and environmental impact studies for a portfolio of new small-scale hydro-electric power installations in Scotland. Initially it is seeking planning permission and grid connection offers for these sites, which have been selected after extensive due diligence including site surveys and feasibility analysis covering environmental impact, construction, design, grid connection and likely electricity output.
Solar PV
The Company has invested in 13 companies that own solar PV panels which are installed on residential properties. These were all installed and generating electricity before 12 December 2011, so they are in receipt of the higher Feed-in Tariffs (FITs) applicable to installations made before that date. These tariffs are index-linked and have been set for 25 years, providing the companies with a long term, predictable cash flow. The combined generation capacity of the companies is 5.6GWh per annum.
Other Investments
The Company also invested £1.4 million into Broadpoint Limited, a finance company, which aims to deliver returns greater than those available from funds held on deposit.
Outlook
With the VCT qualifying portfolio now in place, our focus turns to portfolio management, and we are confident that the Company is well positioned to benefit from the performance of the businesses in which it has invested.
Claire Ainsworth
Managing Partner
for Triple Point Investment Management LLP
16 May 2012
Report of the Directors- Investment Portfolio
29 February 2012 | 28 February 2011 | ||||||||
Cost | Valuation | Cost | Valuation | ||||||
£'000 | % | £'000 | % | £'000 | % | £'000 | % | ||
Qualifying holdings | 17,863 | 64.61 | 17,863 | 64.61 | 600 | 2.13 | 600 | 2.13 | |
Non-qualifying holdings | |||||||||
Unquoted investments | 1,965 | 7.11 | 1,965 | 7.11 | - | - | - | - | |
Money Market funds | 295 | 1.08 | 295 | 1.08 | 24,130 | 85.63 | 24,130 | 85.63 | |
Short term cash investments | - | - | - | - | 1,800 | 6.38 | 1,800 | 6.38 | |
Financial assets at fair value through profit or loss | 20,123 | 72.80 | 20,123 | 72.80 | 26,530 | 94.14 | 26,530 | 94.14 | |
Cash and cash equivalents | 7,535 | 27.20 | 7,535 | 27.20 | 1,653 | 5.86 | 1,653 | 5.86 | |
27,658 | 100.00 | 27,658 | 100.00 | 28,183 | 100.00 | 28,183 | 100.00 | ||
Qualifying Holdings (all Unquoted) | |||||||||
Cinema digitisation | |||||||||
21st Century Cinema Ltd | 1,000 | 3.62 | 1,000 | 3.62 | - | - | - | - | |
Big Screen Digital Ltd | 400 | 1.45 | 400 | 1.45 | - | - | - | - | |
Cinematic Services Ltd | 1,000 | 3.62 | 1,000 | 3.62 | 600 | 2.13 | 600 | 2.13 | |
Digima Ltd | 1,000 | 3.62 | 1,000 | 3.62 | - | - | - | - | |
Digital Screen Solutions Ltd | 1,000 | 3.62 | 1,000 | 3.62 | - | - | - | - | |
DLN Digital Ltd | 1,000 | 3.62 | 1,000 | 3.62 | - | - | - | - | |
Hydro Project Management | |||||||||
Highland Hydro Services Ltd | 363 | 1.31 | 363 | 1.31 | - | - | - | - | |
Electricity generation | |||||||||
Solar | |||||||||
AH Power Ltd | 800 | 2.89 | 800 | 2.89 | - | - | - | - | |
Arraze Ltd | 1,000 | 3.62 | 1,000 | 3.62 | - | - | - | - | |
Bandspace Ltd | 1,000 | 3.62 | 1,000 | 3.62 | - | - | - | - | |
Bridge Power Ltd | 750 | 2.71 | 750 | 2.71 | - | - | - | - | |
Campus Link Ltd | 100 | 0.36 | 100 | 0.36 | - | - | - | - | |
Core Generation Ltd | 750 | 2.71 | 750 | 2.71 | - | - | - | - | |
Druman Green Ltd | 750 | 2.71 | 750 | 2.71 | - | - | - | - | |
Fellman Solar Ltd | 750 | 2.71 | 750 | 2.71 | - | - | - | - | |
Flowers Power Ltd | 600 | 2.17 | 600 | 2.17 | - | - | - | - | |
Haul Power Ltd | 750 | 2.71 | 750 | 2.71 | - | - | - | - | |
Helioflair Ltd | 600 | 2.17 | 600 | 2.17 | - | - | - | - | |
Ranmore Environmental Ltd | 1,000 | 3.62 | 1,000 | 3.62 | - | - | - | - | |
Trym Power Ltd | 750 | 2.71 | 750 | 2.71 | - | - | - | - | |
Anareobic digestion | |||||||||
Nanuq Power Ltd | 1,000 | 3.62 | 1,000 | 3.62 | - | - | - | - | |
GreenTec Energy Ltd | 1,500 | 5.42 | 1,500 | 5.42 | - | - | - | - | |
17,863 | 64.61 | 17,863 | 64.61 | 600 | 2.13 | 600 | 2.13 | ||
Unquoted non qualifying holdings | |||||||||
Anareobic digestion | |||||||||
Biomass Future Generation Ltd | 550 | 1.99 | 550 | 1.99 | |||||
Finance | |||||||||
Broadpoint Ltd | 1,415 | 5.12 | 1,415 | 5.12 | - | - | - | - | |
1,965 | 7.11 | 1,965 | 7.11 | - | - | - | - |
Financial Assets are measured at fair value through profit or loss. The initial best estimate of fair value of these investments that are either quoted or not quoted on an active market is the transaction price (i.e. cost). The fair value of these investments is subsequently measured by reference to the enterprise value of the investee company, which is best deemed to reflect the fair value. Where the Board considers the investee company's enterprise value to remain unchanged since acquisition, investments continue to be held at cost less any loan repayments received.
Report of the Directors- Investment Portfolio
29 February 2012 | 28 February 2011 | ||||||||
Cost | Valuation | Cost | Valuation | ||||||
£'000 | % | £'000 | % | £'000 | % | £'000 | % | ||
Money Market Funds | |||||||||
Blackrock Institutional Sterling Liquidity Fund | 115 | 0.42 | 115 | 0.42 | 3,019 | 10.71 | 3,019 | 10.71 | |
Deutsche Global Liquidity Managed Sterling Fund 2 | - | - | - | - | 3,019 | 10.71 | 3,019 | 10.71 | |
Deutsche Global Liquidity Managed Sterling Fund A | - | - | - | - | 3,019 | 10.71 | 3,019 | 10.71 | |
Goldman Sachs Sterling Liquid Reserves | - | - | - | - | 1,616 | 5.73 | 1,616 | 5.73 | |
Ignis Sterling Liquidity Fund Share Class 2 | 115 | 0.42 | 115 | 0.42 | 3,019 | 10.71 | 3,019 | 10.71 | |
Insight ILF Sterling Liquidity Fund Share Class 3 | - | - | - | - | 3,019 | 10.71 | 3,019 | 10.71 | |
Prime Rate Sterling Liquidity 3 | - | - | - | - | 4,400 | 15.64 | 4,400 | 15.64 | |
State Street Liquidity Fund Share Class 1 | 65 | 0.24 | 65 | 0.24 | 3,019 | 10.71 | 3,019 | 10.71 | |
295 | 1.08 | 295 | 1.08 | 24,130 | 85.63 | 24,130 | 85.63 | ||
Short term cash investments | |||||||||
Abbey National | - | - | - | - | 300 | 1.06 | 300 | 1.06 | |
Cater Allan | - | - | - | - | 1,500 | 5.32 | 1,500 | 5.32 | |
- | - | - | - | 1,800 | 6.38 | 1,800 | 6.38 |
Report of the Directors- Investment Portfolio Additional Information
29 February 2012 | Investee Company Financial Statements | |||||||||||
Income recognised by TP10 VCT plc for the year | Equity held by TP10 VCT plc * | Equity held by all funds managed by TPIM LLP | Ending in 2011** | Ending in 2010** | ||||||||
Initial Investment Date | Turnover | Profit/loss before interest and tax | Profit/loss before tax | Net assets before VCT loans | Net assets | Turnover | Profit/loss before tax | Net assets | ||||
£'000 | % | % | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
21st Century Cinema Ltd | 28-Dec-11 | 8 | 12.26 | 98.08 | 297 | (338) | (550) | 5,418 | 378 | - | (725) | 328 |
Big Screen Digital Ltd | 28-Dec-11 | 3 | 5.75 | 97.76 | 275 | (104) | (310) | 5,379 | 1,179 | - | (318) | 888 |
Cinematic Services Ltd | 24-Dec-10 | 45 | 14.38 | 97.77 | 354 | (273) | (483) | 6,439 | 839 | - | (332) | 721 |
Digima Ltd | 10-Oct-11 | 18 | 12.26 | 98.08 | 380 | (95) | (331) | 5,355 | 1,155 | - | (318) | 888 |
Digital Screen Solutions Ltd | 11-Oct-11 | 20 | 12.26 | 98.08 | 438 | (66) | (303) | 5,386 | 1,186 | - | (165) | 888 |
DLN Digital Ltd | 18-Mar-11 | 30 | 29.84 | 98.78 | - | (137) | (140) | 3,170 | 853 | n/a | ||
Nanuq Power Ltd | 30-Mar-11 | 3 | 48.51 | 98.01 | n/a | n/a | ||||||
AH Power Ltd | 05-Dec-11 | 6 | 39.22 | 98.05 | n/a | n/a | ||||||
Arraze Ltd | 30-Mar-11 | 12 | 48.51 | 98.01 | n/a | n/a | ||||||
Bandspace Ltd | 30-Mar-11 | 12 | 48.51 | 98.01 | n/a | n/a | ||||||
Bridge Power Ltd | 04-Apr-11 | 9 | 36.75 | 98.00 | n/a | n/a | ||||||
Campus Link Ltd | 14-Nov-11 | 1 | 4.46 | 98.18 | n/a | n/a | ||||||
Core Generation Ltd | 04-Apr-11 | 9 | 36.75 | 98.00 | n/a | n/a | ||||||
Druman Green Ltd | 04-Apr-11 | 8 | 36.76 | 98.03 | n/a | n/a | ||||||
Fellman Solar Ltd | 14-Nov-11 | 8 | 36.76 | 98.03 | n/a | n/a | ||||||
Flowers Power Ltd | 14-Nov-11 | 6 | 29.41 | 98.04 | n/a | n/a | ||||||
Haul Power Ltd | 04-Apr-11 | 9 | 36.75 | 98.00 | n/a | n/a | ||||||
Helioflair Ltd | 05-Dec-11 | 5 | 41.67 | 97.23 | n/a | n/a | ||||||
Ranmore Environmental Ltd | 05-Dec-11 | 8 | 49.02 | 98.04 | n/a | n/a | ||||||
Trym Power Ltd | 04-Apr-11 | 9 | 36.75 | 98.00 | n/a | n/a | ||||||
Highland Hydro Services Ltd | 27-Oct-11 | - | 38.30 | 76.60 | n/a | n/a | ||||||
GreenTec Energy Ltd | 10-Oct-11 | 2 | 49.00 | 98.00 | n/a | n/a | ||||||
Biomass Future Generations Ltd | 20-Jan-12 | 6 | N/A | N/A | n/a | n/a | ||||||
Broadpoint Ltd | 14-Nov-11 | 17 | 33.10 | 66.20 | n/a | n/a |
The basis of valuation for all investments is the transaction price. Financial assets are measured at fair value. |
* The Equity held by the VCT is equal to their voting rights. |
** Companies that were not incorporated until 2011 will not produce financial statements until accounting dates ending no earlier than in 2012. |
Report of the Directors - Corporate Governance
The Board of TP10 VCT plc has considered the principles and recommendations of the Association of Investment Companies Code of Corporate Governance (AIC Code) by reference to the Association of Investment Companies Corporate Governance Guide for Investment Companies (AIC Guide). The AIC Code, as explained by the AIC Guide, addresses all the principles set out in the UK Corporate Governance Code (June 2010), as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company. The Board considers that reporting against principles and recommendations of the AIC Code, by reference to the AIC Guide, which incorporates the UK Corporate Governance Code (June 2010), will provide improved reporting to shareholders.
The Company is committed to maintaining high standards in corporate governance and has complied with the recommendations of the AIC Code and the relevant provisions of the UK Corporate Governance Code (June 2010), except as set out at the end of this report in the Compliance Statement.
The Corporate Governance Report forms part of the Report of the Directors.
Board of Directors
The Company has a board of three non-executive Directors. Since all Directors are non-executive and day-to-day management responsibilities are sub-contracted to the Investment Manager, the Company does not have a Chief Executive Officer. The Directors have a range of business and financial skills which are relevant to the Company; these are described on page 3 of this report. Directors are provided with key information on the Company's activities, including regulatory and statutory requirements by the Investment Manager. The Board has direct access to company secretarial advice and compliance services provided by the Manager, which is responsible for ensuring that Board procedures are followed and applicable regulations complied with. All Directors are able to take independent professional advice in furtherance of their duties.
There is a formal, rigorous and transparent procedure for the appointment of new directors to the board. The search for board candidates is conducted, and appointments made, on merit, against objective criteria and with due regard for the benefits of diversity on the board, including gender. All directors are able to allocate sufficient time to the Company to discharge their responsibilities.
The Board meets regularly on a quarterly basis, and on other occasions as required, to review the investment performance and monitor compliance with the investment policy laid down by the Board. There is a formal schedule of matters reserved for Board decision and the agreement between the Company and the Manager has authority limits beyond which Board approval must be sought.
The Investment Manager has authority over the management of the investment portfolio, the organisation of custodial services, accounting, secretarial and administrative services. In practice the Investment Manager makes investment recommendations for the Board's approval. In addition all investment decisions involving other VCTs managed by the Investment Manager are taken by the Board rather than the Investment Manager. Other matters reserved for the Board include:
• the consideration and approval of future developments or changes to the investment policy, including risk and asset allocation;
• consideration of corporate strategy;
• approval of any dividend or return of capital to be paid to the shareholders;
• the appointment, evaluation, removal and remuneration of the Investment Manager;
• the performance of the Company, including monitoring the net asset value per share; and
• monitoring shareholder profiles and considering shareholder communications.
The Chairman leads the Board in the determination of its strategy and in the achievement of its objectives. The Chairman is responsible for organising the business of the Board, ensuring its effectiveness and setting its agenda, and has no involvement in the day to day business of the Company. He facilitates the effective contribution of the Directors and ensures that they receive accurate, timely and clear information and that they communicate effectively with shareholders. The Chairman does not have significant commitments conflicting with his obligations to the Company.
The Company Secretary is responsible for advising the Board on all governance matters. All of the Directors have access to the advice and services of the Company Secretary, which has administrative responsibility for the meetings of the Board and its committees. Directors may also take independent professional advice at the Company's expense where necessary in the performance of their duties. As all of the Directors are non-executive, it is not considered appropriate to identify a member of the Board as the senior non-executive Director of the Company.
The Company's articles of association and the schedule of matters reserved to the Board for decision provide that the appointment and removal of the Company Secretary is a matter for the full Board.
The Company's articles of association require that one third of the Directors should retire by rotation each year and seek re-election at the Annual General Meeting, and that Directors newly appointed by the Board should seek re-appointment at the next Annual General Meeting. The Board complies with the requirement of the UK Corporate Governance Code (June 2010) that all Directors are required to submit themselves for re-election at least every three years.
During the period covered by these Financial Statements the following meetings were held:
Directors present | 4 Full Board | 2 Audit Committee | |
Meetings | Meetings | ||
Robin Morrison, Chairman | 4 | 2 | |
Robert Reid | 4 | 2 | |
Alexis Prenn | 4 | 2 | |
Audit Committee
The Board has appointed an Audit Committee of which Robin Morrison is Chairman, which deals with matters relating to audit, financial reporting and internal control systems. The Committee meets as required and has direct access to Grant Thornton UK LLP, the Company's auditor.
The Audit Committee safeguards the objectivity and independence of the auditor by reviewing the nature and extent of non-audit services supplied by the external auditor of the Company, seeking to balance objectivity and value for money.
The Audit Committee's terms of reference include the following roles and responsibilities:
·; reviewing and making recommendations to the Board in relation to the Company's published Financial Statements and other formal announcements relating to the Company's financial performance;
·; reviewing and making recommendations to the Board in relation to the Company's internal control (including internal financial control) and risk management systems;
·; periodically considering the need for an internal audit function;
·; making recommendations to the Board in relation to the appointment, re-appointment and removal of the external auditor and approving the remuneration and terms of engagement of the external auditor;
·; reviewing and monitoring the external auditor's independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional regulatory requirements;
·; monitoring the extent to which the external auditor is engaged to supply non-audit services; and
·; ensuring that the Investment Manager has arrangements in place for the investigation and follow-up of any concerns raised confidentially by staff in relation to propriety of financial reporting or other matters.
The committee reviews its terms of reference and effectiveness annually and recommends to the Board any changes required as a result of the review. The terms of reference are available on request from the Company Secretary.
The Board considers that the members of the committee are independent and collectively have the skills and experience required to discharge their duties effectively, and that the chairman of the committee meets the requirements of the UK Corporate Governance Code (June 2010) as to relevant financial experience.
The Company does not have an independent internal audit function as it is not deemed appropriate given the size of the Company and the nature of the Company's business. However, the committee considers annually whether there is a need for such a function and, if it were, would recommend this to the Board.
In respect of the year ended 29 February 2012, the audit committee discharged its responsibilities by:
• reviewing and approving the external auditor's terms of engagement and remuneration;
• reviewing the external auditor's plan for the audit of the Financial Statements, including identification of key risks and confirmation of auditor independence;
• reviewing TPIM's statement of internal controls operated in relation to the Company's business and assessing those controls in minimising the impact of key risks;
• reviewing periodic reports on the effectiveness of TPIM's compliance procedures;
• reviewing the appropriateness of the Company's accounting policies; and
• reviewing the Company's half-yearly results statements prior to Board approval.
Internal Control
The Directors have overall responsibility for keeping under review the effectiveness of the Company's systems of internal controls. The purpose of these controls is to ensure that proper accounting records are maintained, the Company's assets are safeguarded and the financial information used within the business and for publication is accurate and reliable; such a system can only provide reasonable and not absolute assurance against material misstatement or loss. The system of internal controls is designed to manage rather than eliminate the risk of failure to achieve business objectives. As part of this process an annual review of the internal control systems is carried out. The review covers all material controls including financial, operational and risk management systems. The Directors regularly review financial results and investment performance with the Investment Manager.
The Directors have established an ongoing process designed to meet the particular needs of the Company in identifying, evaluating and managing risks to which it is exposed. The process adopted is one whereby the Directors identify all of the risks to which the Company is exposed including, among others, market risk, VCT qualifying investment risk and operational risks which are recorded on a risk register. The controls employed to mitigate these risks are identified and the residual risks are rated taking into account the impact of the mitigating factors. The risk register is updated twice a year.
TPIM is engaged to provide administrative including accounting services and retains physical custody of the documents of title relating to investments.
Internal control systems include the production and review of quarterly bank reconciliations and management accounts. The VCT is subject to a full annual audit. The auditors are the same auditors as other VCTs managed by the Investment Manager. The Audit Partner has access to the Directors of the VCT. The Investment Manager's procedures are subject to internal compliance checks.
Risk Management
TPIM 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 13 and in note 15.
Going Concern
After making the necessary enquiries, the Directors confirm that they are satisfied that the Company has adequate resources to continue in business for the foreseeable future. The Board receives regular reports from the Manager and the Directors believe that, as no material uncertainties leading to significant doubt about going concern have been identified, it is appropriate to continue to apply the going concern basis in preparing the Financial Statements. There are no borrowings or banking facilities in place nor are they anticipated to be required going forward.
Relations with Shareholders
The Board recognises the value of maintaining regular communications with shareholders. In addition to the formal business of the Annual General Meeting, an opportunity is given to all shareholders to question the Board and the Investment Manager on matters relating to the Company's operation and performance. 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 at 4-5 Grosvenor Place, London, SW1X 7HJ or on 020 7201 8989.
Compliance Statement
The Listing Rules require the Board to report on compliance with the UK Corporate Governance Code (June 2010) provisions throughout the accounting period. With the exception of the limited items outlined below, the Directors consider that the Company has complied throughout the period under review with the provisions set out in the UK Corporate Governance Code (June 2010).
1. New Directors do not receive a full, formal and tailored induction on joining the Board. Such matters are addressed on an individual basis as they arise (B.4.1).
2. Due to the size of the Board and the nature of the Company's business, a formal performance evaluation of the Board, its committees, the individual Directors and the Chairman have not been undertaken. Specific performance issues are dealt with as they arise (B.6, B.6.3).
3. The Company does not have a senior Independent Director. The Board does not consider such an appointment appropriate for the Company (A.4.1).
4. The Company conducts a formal review as to whether there is a need for an internal audit function. The Directors do not consider that an internal audit would be an appropriate control for a Venture Capital Trust (C3 .5).
5. As all the Directors are non-executive, it is not considered appropriate to appoint a Nomination or Remuneration Committee (D.2.1 and B.2.1).
6. A smaller company should have at least two independent non-executive directors. The Board regularly reviews the independence of its members. (B.1.2)
On behalf of the Board
Robin Morrison,
Chairman
16 May 2012
Report of the Directors - Directors' Responsibility Statement
The Directors are responsible for preparing the Report of the Directors and the Financial Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Financial Statements for each financial year. Under that law the directors have elected to prepare the Financial Statements in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs). Under company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Company for that year. In preparing these Financial Statements, the Directors are required to:
·; select suitable accounting policies and then apply them consistently;
·; make judgments and accounting estimates that are reasonable and prudent;
·; state whether applicable IFRSs have been followed, subject to any material departures disclosed and explained in the Financial Statements;
·; prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
In so far as each of the Directors is aware:
·; there is no relevant audit information of which the Company's auditor is unaware; and
·; the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.
The Company's Financial Statements are published on the TPIM website, www.triplepoint.co.uk. The maintenance and integrity of this website is the responsibility of TPIM and not of the Company. Legislation in the United Kingdom governing the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions.
To the best of our knowledge:
·; the Financial Statements, prepared in accordance with 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 Report of the Directors includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.
On behalf of the board
Robin MorrisonChairman16 May 2012
Statement of Comprehensive Income
For the year ended 29 February 2012
Year ended | Year ended | |||||||
29 February 2012 | 28 February 2011 | |||||||
Note | Revenue | Capital | Total | Revenue | Capital | Total | ||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |||
Income | ||||||||
Investment income | 4 | 403 | - | 403 | 139 | - | 139 | |
Investment return | 403 | - | 403 | 139 | - | 139 | ||
Expenses | ||||||||
Investment management fees | 5 | 174 | 522 | 696 | 163 | 488 | 651 | |
Financial and regulatory costs | 24 | - | 24 | 26 | - | 26 | ||
General administration | 14 | - | 14 | 14 | - | 14 | ||
Legal and professional fees | 6 | 47 | - | 47 | 28 | - | 28 | |
Directors' remuneration | 7 | 40 | - | 40 | 40 | - | 40 | |
Operating expenses | 299 | 522 | 821 | 271 | 488 | 759 | ||
Profit/(loss) before taxation | 104 | (522) | (418) | (132) | (488) | (620) | ||
Taxation | 8 | - | - | - | - | - | - | |
Profit/(loss) after taxation | 104 | (522) | (418) | (132) | (488) | (620) | ||
Profit and total comprehensive income/(loss) for the year | 104 | (522) | (418) | (132) | (488) | (620) | ||
Basic & diluted earnings/(loss) per share | 9 | 0.33p | (1.72p) | (1.39p) | (0.48p) | (1.76p) | (2.24p) | |
The total column of this statement is the statement of comprehensive income of the Company prepared in accordance with International Financial Reporting Standards (IFRS). The supplementary revenue return and capital columns have been prepared in accordance with the Association of Investment Companies Statement of Recommended Practice (AIC SORP).
All revenue and capital items in the above statement derive from continuing operations.
This Statement of Comprehensive Income includes all recognised gains and losses.
The accompanying notes are an integral part of these statements.
Balance Sheet
at 29 February 2012
Year ended | Year ended | |||
29 February 2012 | 28 February 2011 | |||
Non Current Assets | ||||
Financial assets at fair value through profit or loss | 10 | 20,123 | 26,530 | |
Current assets | ||||
Receivables | 11 | 178 | 29 | |
Cash and cash equivalents | 12 | 7,535 | 1,653 | |
7,713 | 1,682 | |||
Total assets | 27,836 | 28,212 | ||
Current liabilities | ||||
Payables and accrued expenses | 13 | 263 | 221 | |
263 | 221 | |||
Net Assets | 27,573 | 27,991 | ||
Equity attributable to equity holders of the Company | ||||
Share capital | 14 | 302 | 302 | |
Special distributable reserve | 28,341 | 28,341 | ||
Capital reserve | (1,015) | (493) | ||
Revenue reserve | (55) | (159) | ||
Total equity | 27,573 | 27,991 | ||
Net asset value per share | 16 | 91.37p | 92.75p | |
The statements were approved by the Directors and authorised for issue on 16 May 2012 and are signed on their behalf by:
Robin Morrison
Chairman
16 May 2012
Company registration number 6985211.
The accompanying notes are an integral part of this statement.
Statement of Changes in Shareholders' Equity
For the year ended 29 February 2012
Special | ||||||
Issued | Share | Distributable | Capital | Revenue | ||
Capital | Premium | Reserve | Reserve | Reserve | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Year ended 29 February 2012 | ||||||
Balance at 28 February 2011 | 302 | - | 28,341 | (493) | (159) | 27,991 |
(Loss)/profit after tax | - | - | - | (522) | 104 | (418) |
Total comprehensive (loss)/profit for the year | - | - | - | (522) | 104 | (418) |
Balance at 29 February 2012 | 302 | - | 28,341 | (1,015) | (55) | 27,573 |
Capital reserve consists of: | ||||||
Other realised losses | (1,015) | |||||
(1,015) | ||||||
Year ended 28 February 2011 | ||||||
Balance at 1 March 2010 | 47 | 4,375 | - | (5) | (27) | 4,390 |
Issue of share capital | 255 | 25,238 | - | - | - | 25,493 |
Cost of issue of shares | - | (1,272) | - | - | - | (1,272) |
Cancellation of share premium | - | (28,341) | 28,341 | - | - | |
Transactions with owners | 255 | (4,375) | 28,341 | - | - | 24,221 |
Loss after tax | - | - | - | (488) | (132) | (620) |
Total comprehensive loss for the year | - | - | - | (488) | (132) | (620) |
Balance at 28 February 2011 | 302 | - | 28,341 | (493) | (159) | 27,991 |
Capital reserve consists of: | ||||||
Other realised losses | (493) | |||||
(493) |
The share premium represents the excess of the issue price net of issue costs over the par value of shares. The capital reserve represents the proportion of Investment Management fees charged against capital. There have been no realised or unrealised gains or losses on investments credited/charged to capital reserve in the current or previous year. Neither the share premium nor capital reserve are distributable. The special distributable reserve was created on court cancellation of the share premium account. The revenue and special distributable reserve are distributable by way of dividend.
Statement of Cash Flows
For the year ended 29 February 2012
Year ended | Year ended | ||
29 February 2012 | 28 February 2011 | ||
£'000 | £'000 | ||
Cash flows from operating activities | |||
Loss before taxation | (418) | (620) | |
Cash absorbed by operations | (418) | (620) | |
(Increase) / decrease in receivables | (149) | 172 | |
Increase in payables and accruals | 42 | 159 | |
Net cash flow from operating activities | (525) | (289) | |
Cash flow from investing activities | |||
Purchase of financial assets at fair value through profit or loss | (19,228) | (26,530) | |
Sale of financial assets at fair value through profit or loss | 25,635 | - | |
Net cash flows from investing activities | 6,407 | (26,530) | |
Cash flows from financing activities | |||
Issue of shares | - | 25,493 | |
Cost of share Issue | - | (1,272) | |
Net cash flows from financing activities | - | 24,221 | |
Net increase/(decrease) in cash and cash equivalents | 5,882 | (2,598) | |
Reconciliation of net cash flow to movements in cash and cash equivalents | |||
Cash and cash equivalents at 28 February 2011 | 1,653 | 4,251 | |
Net increase/(decrease) in cash and cash equivalents | 5,882 | (2,598) | |
Cash and cash equivalents at 29 February 2012 | 7,535 | 1,653 | |
The accompanying notes are an integral part of these statements.
Notes to the Financial Statements
1 Corporate Information
The Financial Statements of the Company for the year ended 29 February 2012 were authorised for issue in accordance with a resolution of the Directors on 16 May 2012.
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. The Company's investment strategy is to offer combined exposure to cash or cash based funds and venture capital investments focused on companies with contractual revenues from financially secure counterparties.
2 Basis of Preparation and Accounting Policies
Basis of Preparation
After making the necessary enquiries, the Directors confirm that they are satisfied that the Company has adequate resources to continue in business for the foreseeable future. The Board receives regular reports from the Investment Manager and the Directors believe that, as no material uncertainties leading to significant doubt about going concern have been identified, it is appropriate to continue to apply the going concern basis in preparing the Financial Statements. There are no borrowings or banking facilities in place nor are they anticipated to be required in future.
The Financial Statements of the Company for the year to 29 February 2012 have been prepared in accordance with International Financial Reporting Standards ("IFRS") adopted for use in the European Union and complied with the Statement of Recommended Practice: "Financial Statements of Investment Trust Companies and Venture Capital Trusts" (SORP) issued by the Association of Investment Companies (AIC) in January 2009, in so far as this does not conflict with IFRS.
The Financial Statements are prepared on a historical cost basis except that investments are shown at fair value through profit or loss.
The preparation of Financial Statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these judgements.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities relate to:
·; the valuation of unlisted financial investments held at fair value through profit or loss, which are valued on the basis noted below (in the section headed Non-current asset investments).
·; the recognition or otherwise of accrued income on loan notes and similar instruments granted to investee companies, which are assessed in conjunction with the overall valuation of unlisted financial investments as noted above.
The appropriateness of the allocation of management expenses between revenue and capital, which is based on the split of the long-term anticipated return between revenue and capital of net income will impact on the value of distributable reserves.
The key judgements made by Directors are in the valuation of non-current assets. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects that period or in the period of revision and future periods if the revision effects both current and future periods. The carrying value of investments is disclosed in note 10.
The Directors do not believe that there are any further key judgements made in applying accounting policies or estimates in respect of the Financial Statements.
These Financial Statements have been prepared in accordance with the accounting policies set out below which are based on the recognition and measurement principles of IFRS in issue as adopted by the European Union (EU).
These accounting policies have been applied consistently throughout the Company for the purposes of preparation of these Financial Statements.
Standards issued but not yet effective
The following new standards, amendments to standards and interpretations are not yet effective for the year ended 29 February 2012, and have not been applied in preparing these Financial Statements.
·; IFRS 9 Financial Instruments (effective 1 January 2015)
·; IFRS 13 Fair Value Measurement (effective 1 January 2013)
·; Presentation of Items of Other Comprehensive Income - Amendments to IAS 1 (effective 1 July 2012)
·; Disclosures - Offsetting Financial Assets and Financial Liabilities - Amendments to IFRS 7 (effective 1 January 2013)
·; Offsetting Financial Assets and Financial Liabilities - Amendments to IAS 32 (effective 1 January 2014)
·; Mandatory Effective Date and Transition Disclosures - Amendments to IFRS 9 and IFRS 7 (effective 1 January 2015)
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.
Presentation of Statement of Comprehensive Income
In order better to reflect the activities of a Venture Capital Trust, and in accordance with the guidance issued by the Association of Investment Companies, supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been presented alongside the Income Statement. Prior to 6 April 2012 in accordance with the Company's status as a UK Investment Company under S833 of the Companies Act 2006, net capital returns could not be distributed by way of dividend. This restriction has been removed which means that distributions can now be made from capital returns.
Capital Management
Capital management is monitored and controlled using the internal control procedures set out on page 21. The capital being managed includes equity and fixed interest VCT qualifying investments, cash balances and liquid resources including debtors and creditors.
The Company's objectives when managing capital are:
·; to safeguard its ability to continue as a going concern, so that it can continue to provide returns to shareholders and benefits for other stakeholders;
·; to ensure sufficient liquid resources are available to meet the funding requirements of its investments and to fund new investments where identified.
The Company has no external debt; consequently all capital is represented by the value of share capital, distributable and other reserves. Total Shareholder equity at 29 February 2012 was £27.6 million (2011: £27.9 million).
Non-Current Asset Investments
The Company invests in financial assets with a view to profiting from their total return through income and capital growth. These investments are managed and their performance is evaluated on a fair value basis in accordance with a documented investment strategy detailed in the Directors' Report on page 11, and information about the portfolio is provided internally on that basis to the Company's Board of Directors. Accordingly upon initial recognition the investments are designated by the Company as "at fair value through profit or loss" in accordance with IAS39 "Financial instruments recognition and measurement". They are included initially at fair value, which is taken to be their cost (excluding expenses incidental to the acquisition which are written off in the Statement of Comprehensive Income and allocated to "capital" at the time of acquisition). Subsequently the investments are valued at "fair value", which is the amount for which an asset can be exchanged between knowledgeable willing parties in an arm's length transaction. This is measured as follows:
·; Unlisted investments are fair valued by the Directors in accordance with the International Private Equity and Venture Capital Valuation Guidelines. Fair value is established by using measurements of value such as price of recent transactions, earnings multiples and net assets.
·; Listed investments are fair valued at bid price on the relevant date.
Money market instruments are designated as non-current asset investments at fair value through profit or loss due to the Company's long term investment policy of holding a combination of VCT qualifying holdings and monetary assets. Money market funds are valued based on the bid price quoted on the balance sheet date.
Where securities are designated upon initial recognition as at fair value through profit or loss, gains and losses arising from changes in fair value are included in the statement of comprehensive income for the year as capital items in accordance with the AIC SORP. The profit or loss on disposal is calculated net of transaction costs of disposal.
Investments are recognised as financial assets on legal completion of the investment contract and are de-recognised on legal completion of the sale of an investment.
Income
Investment income includes interest earned on bank balances and money market funds and includes income tax withheld at source. Dividend income is shown net of any related tax credit and is brought into account on the ex-dividend date.
Fixed returns on investment loans, debt and money market funds are recognised on a time apportionment basis so as to reflect the effective yield, provided there is no reasonable doubt that payment will be received in due course.
Expenses
All expenses are accounted for on the accruals basis. Expenses are charged to revenue with the exception of the investment management fee, which 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 "marginal" basis as recommended by the SORP.
In accordance with IAS 12, deferred tax is recognised using the balance sheet method providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary difference can be utilised. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. The directors have considered the requirements of IAS 12 and do not believe that any provision should be made.
Financial Instruments
The Company's principal financial assets are its investments and the accounting policies in relation to those assets are set out above. Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities. Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.
Issued Share Capital
Ordinary shares are classified as equity because they do not contain an obligation to transfer cash or another financial asset. Issue costs associated with the allotment of shares have been deducted from the share premium account in accordance with IAS 32.
Cash and Cash Equivalents
Cash and cash equivalents represents cash available at less than 3 months' notice are classified as loans and receivables under IAS39.
Receivables
Receivables are classified as loans and receivables under IAS39 and 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 in the AIC SORP.
The share premium represents the excess of the issue price net of issue costs over the par value of shares. The capital reserve represents the proportion of Investment Management fees charged against capital. There have been no realised or unrealised gains or losses on investments credited/charged to capital reserve in the current or previous year. Neither the share premium nor capital reserve are distributable. The special distributable reserve was created on court cancellation of the share premium account. The revenue and special distributable reserve are distributable by way of dividend.
3. Segmental Reporting
The Company's segments are defined by the financial information provided to the chief operating decision maker. The company only has one class of business, being investment activity. All revenues and assets are generated and held in the UK.
4. Investment Income
Year ended | Year ended | ||||||
29 February 2012 | 28 February 2011 | ||||||
Revenue | Capital | Total | Revenue | Capital | Total | ||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
Interest receivable on cash and cash equivalents | 16 | - | 16 | 30 | - | 30 | |
Dividends receivable on money market funds | 133 | - | 133 | 104 | - | 104 | |
Loan stock interest | 254 | - | 254 | 5 | - | 5 | |
403 | - | 403 | 139 | - | 139 |
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:
Year ended | Year ended | ||||||
29 February 2012 | 28 February 2011 | ||||||
Revenue | Capital | Total | Revenue | Capital | Total | ||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
Fees payable to the Company's auditor: | |||||||
• for the audit of the Company accounts | 15 | - | 15 | 7 | - | 7 | |
• for other services related to taxation | 3 | - | 3 | 1 | - | 1 | |
18 | - | 18 | 8 | - | 8 |
7. Directors' Remuneration
The only remuneration received by the Directors was their directors' fees. The Company has no employees other than the non-executive Directors. The average number of non-executive Directors in the year was three. The Directors are considered to be the entity's key management personnel. Full disclosure of key management personnel's remuneration is included in the Directors Remuneration report.
Year ended | Year ended | ||||||
29 February 2012 | 28 February 2011 | ||||||
Revenue | Capital | Total | Revenue | Capital | Total | ||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
Robin Morrison, Chairman | 15 | - | 15 | 15 | - | 15 | |
Robert Reid | 13 | - | 13 | 13 | - | 13 | |
Alexis Prenn | 12 | - | 12 | 12 | - | 12 | |
40 | - | 40 | 40 | - | 40 |
8. Taxation
Capital gains and losses are exempt from corporation tax due to the company's status as a Venture Capital Trust.
Year ended | Year ended | ||||||
29 February 2012 | 28 February 2011 | ||||||
Revenue | Capital | Total | Revenue | Capital | Total | ||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
Profit/(loss) on ordinary activities before tax | 104 | (522) | (418) | (132) | (488) | (620) | |
Corporation tax @ 20% (2011: 28%) | 21 | (104) | (83) | (37) | (137) | (174) | |
Effect of: | |||||||
Utilisation of tax losses b/fwd | (21) | - | (21) | - | - | - | |
Unrelieved tax losses arising in the year | - | 104 | 104 | 37 | 137 | 174 | |
Tax charge/credit for the period | - | - | - | - | - | - |
Excess Management charges of £1,052,000 (2011: £652,000) have been carried forward at 29 February 2012 and are available for offset against future taxable income subject to agreement with HM Revenue & Customs.
9. Loss per Share
The loss per share is based on a loss from ordinary activities after tax of £418,765 (2011: £628,494), and on the weighted average number of shares in issue during the period of 30,178,014 (2011: 27,285,707).
10. Financial Assets at Fair Value through Profit or Loss
Investments
Fair Value Hierarchy:
Level 1: quoted prices on active markets for identical assets or liabilities. The fair value of financial instruments traded on active markets is based on quoted market prices at the balance sheet date, A market is regarded as active if quoted prices are readily and regularly available, and those prices represent actual and regularly occurring market transactions on an arm's length basis. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in level 1.
Level 2: the fair value of financial instruments that are not traded in active markets is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: the fair value of financial instruments that are not traded on an active market (for example, investments in unquoted companies) is determined by using valuation techniques such as earnings multiples. If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
There have been no transfers between these classifications in the period. The change in fair value is recognised through the Statement of Comprehensive Income.
Further details of these investments are provided in the Investment Manager's Review and Investment Portfolio.
All items held at fair value through the income statement were designated as such upon initial recognition.
Level 3 valuations include assumptions based on non-observable data, such as discounts applied either to reflect the revaluation of the Investee Company's financial assets, or the price of recent investments, or valuations of investments based on their net asset values.
Movements in investments held at fair value through the profit or loss during the year to 29 February 2012 were as follows:
Level 1 | Level 3 | |||
Quoted | Unquoted | |||
Investments | Investments | Total | ||
£'000 | £'000 | £'000 | ||
Year ended 29 February 2012 | ||||
Opening fair value at 1 March 2011 | 24,130 | 2,400 | 26,530 | |
Purchases at cost | - | 19,228 | 19,228 | |
Disposal proceeds | (23,835) | (1,800) | (25,635) | |
Closing fair value at 29 February 2012 | 295 | 19,828 | 20,123 | |
Closing cost | 295 | 19,828 | 20,123 | |
Closing investment holding gains/(losses) | - | - | - | |
Year ended 28 February 2011 | ||||
Purchases at cost | 24,130 | 2,400 | 26,530 | |
Disposal proceeds | - | - | ||
Closing fair value at 28 February 2011 | 24,130 | 2,400 | 26,530 | |
Closing cost | 24,130 | 2,400 | 26,530 | |
Closing investment holding gains/(losses) | - | - | - |
All investments are designated as fair value through the profit or loss at the time of acquisition and all capital gains or losses arising on investments are so designated. Given the nature of the Company's venture capital investments, the changes in fair values of such investments recognised in these Financial Statements are not considered to be readily convertible to cash in full at the balance sheet date and accordingly any gains are or losses on these items are treated as unrealised.
The initial best estimate of fair value for the investments made during the year is the transaction price which is cost. The Investment Manager has considered the impact of the reasonably possible movement in key inputs on the fair value of its investments in Cinema Digitisation, based on another Company managed by them realising their investment in the same companies. The impact on the value was not material and therefore no adjustment has been made.
An analysis of money market funds is shown on page 9 in the investment portfolio analysis. Money market funds are offshore funds which invest in money markets and distribute all net income. The value of the investments remains constantly at par and they are realisable on demand.
11. Receivables
29 February 2012 | 28 February 2011 | ||
£'000 | £'000 | ||
Receivables | 161 | - | |
Accrued income | - | 25 | |
Prepaid expenses | 17 | 4 | |
178 | 29 |
12. Cash and Cash Equivalents
Cash and cash equivalents comprise deposits with The Royal Bank of Scotland plc.
13. Payables and Accrued Expenses
29 February 2012 | 28 February 2011 | ||
£'000 | £'000 | ||
Payables | 71 | 36 | |
Accruals and deferred income | 192 | 185 | |
263 | 221 |
14. Share Capital
| 29 February 2012 | 28 February 2011 | ||
Ordinary Shares of 1p | ||||
Authorised | ||||
Number of shares | 60,000,000 | 60,000,000 | ||
Par Value £'000 | 600 | 600 | ||
Issued & Fully Paid | ||||
Number of shares | 30,178,014 | 30,178,014 | ||
Par Value £'000 | 302 | 302 |
15. Financial Instruments and Risk Management
The Company's financial instruments comprise VCT qualifying investments, money market instruments, cash balances and liquid resources including debtors and creditors. The company holds financial assets in accordance with its investment policy detailed in the Directors' Report on page 11.
The following table discloses the financial assets and liabilities of the company in the categories defined by
IAS 39, "Financial Instruments; Recognition & Measurement."
Total value | Loan and receivables | Financial liabilities held at amortised cost | Fair value through profit or loss | |
£'000 | £'000 | £'000 | £'000 | |
29 February 2012 | ||||
Assets: | ||||
Financial assets at fair value through profit or loss | 20,123 | - | - | 20,123 |
Receivables | 161 | 161 | - | - |
Accrued income | - | - | - | - |
Cash and cash equivalents | 7,535 | 7,535 | - | - |
27,819 | 7,696 | - | 20,123 | |
Liabilities: | ||||
Other payables | 71 | - | 71 | - |
Accrued expenses | 192 | - | 192 | - |
263 | - | 263 | - | |
28 February 2011 | ||||
Assets: | ||||
Financial assets at fair value through profit or loss | 26,530 | - | - | 26,530 |
Receivables | - | - | - | - |
Accrued income | 25 | 25 | - | - |
Cash and cash equivalents | 1,653 | 1,653 | - | - |
28,208 | 1,678 | - | 26,530 | |
Liabilities: | ||||
Other payables | 36 | - | 36 | - |
Accrued expenses | 185 | - | 185 | - |
221 | - | 221 | - |
Fixed Asset Investments (see note 10) are valued at fair value. Unquoted investments are carried at fair value as determined by the Directors in accordance with current venture capital industry guidelines. The fair value of all other financial assets and liabilities is represented by their carrying value in the balance sheet. The Directors believe that the fair value of the assets at the year end is equal to their book value.
In carrying out its investment activities, the Company is exposed to various types of risk associated with the financial instruments and markets in which it invests. The Company's approach to managing its risks is set out below together with a description of the nature of the financial instruments held at the balance sheet date.
Market Risk
The Company's VCT qualifying investments are held in small and medium-sized unquoted investments which, by their nature, entail a higher level of risk and lower liquidity than investments in large quoted companies. The Directors and Investment Manager aim to limit the risk attached to the portfolio as a whole by careful selection and timely realisation of investments, by carrying out rigorous due diligence procedures and by maintaining a spread of holdings in terms of industry sector and geographical location. The Board reviews the investment portfolio with the Investment Manager on a regular basis. Details of the Company's investment portfolio at the balance sheet date are set out on page 8.
An increase of 1% in the value of investments would increase the capital profits for the period and the net asset value at 29 February 2012 by £178,000. A decrease of 1% would reduce the capital profits and net asset value by the same amount. A movement of 1% is used as it is easy to use this as a multiple to demonstrate the impact of varying changes on the capital profits and net asset value of the Company.
Interest Rate Risk
Some of the Company's financial assets are interest bearing, of which some are fixed rates and some at variable rates. As a result, the Company is exposed to interest rate risk due to fluctuations in the prevailing levels of market interest rates.
Investments made into qualifying holdings are part equity and part loan. The loan element of investments totals £11,353,000 and is subject to a fixed interest rate for five years and therefore other than fair value risk there is not an interest rate risk associated with these loans.
The amounts held in variable rate investments at the balance sheet date are as follows:
29 February 2012 | 28 February 2011 | ||
£'000 | £'000 | ||
Cash on deposit | 7,535 | 1,653 | |
Money market funds | 295 | 24,130 | |
7,830 | 25,783 |
An increase in interest rates of 1% per annum would increase the revenue profits for the period and the net asset value at 29 February 2012 by £78,000. The Board believe that in the current economic climate a movement of 1% is a reasonable expectation.
Credit Risk
Credit risk is the risk that a counterparty will fail to discharge an obligation or commitment that it has entered into with the Company. The Investment Manager and the Board carry out a regular review of counterparty risk. The carrying value of the financial assets represent the maximum credit risk exposure at the balance sheet date.
29 February 2012 | 28 February 2011 | ||
£'000 | £'000 | ||
Qualifying Investments - loans | 11,353 | 420 | |
Cash on deposit | 7,535 | 1,653 | |
Receivables | 161 | - | |
Money market funds | 295 | 24,130 | |
19,344 | 26,203 | ||
The Company's bank accounts are maintained with RBS Bank Plc ("RBS"). Should the credit quality or financial position of RBS deteriorate significantly, the Investment Manager will move the cash holdings to another bank.
Credit risk relating to listed money market funds is mitigated by the funds themselves investing in a portfolio of investment instruments of high credit quality.
Credit risk arising on unquoted loan stock held within unlisted investments is considered to be part of market risk as disclosed above.
Liquidity Risk
The Company's financial assets include investments in unquoted equity securities which are not traded on a recognised stock exchange and which are illiquid. As a result the Company may not be able to realise some of its investments in these instruments quickly at an amount close to their fair value in order to meet its liquidity requirements.
The Company's money market funds are considered to be readily realisable as they are of high credit quality as outlined above.
The Company's liquidity risk is managed on a continuing basis by the Investment Manager in accordance with policies and procedures laid down by the Board. The Company's overall liquidity risks are monitored by the Board on a quarterly basis.
The Board maintains a capital management policy where sufficient investments in cash and readily realisable money market funds will be available to pay expenses. At 29 February 2012 these amounted to £7,830,000 (28 February 2011: £25,783,000).
16. Net Asset Value per Share
The calculation of net asset value per share is based on net assets of £27,573,000 (2011: £27,991,000)divided by the 30,178,014 (2011: 30,178,014) shares in issue.
17. Commitments and Contingencies
The Company has no outstanding commitments or contingent liabilities other than the additional VCT qualifying investments detailed in the Investment Manager's Review on page 6.
18. Related Party Transactions
Alexis Prenn, a director of the Company, was an equity Member of Triple Point LLP (TPLLP), but withdrew from TPLLP on 1 July 2011. TPLLP in turn has a controlling interest in TPIM. During the year, TPIM received £696,346 which has been expensed (2011: £651,331), for providing management and administrative services to the Company. At 29 February 2012 £185,148 was owing to TPIM (2011: £208,018)
19. Post Balance Sheet Events
The additional VCT qualifying investments detailed in the Investment Manager's Review on page 6 are the only post balance sheet events.
Related Shares:
Citi Fun 32