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Half-yearly Report

20th May 2013 18:10

THE INCOME & GROWTH VCT PLC - Half-yearly Report

THE INCOME & GROWTH VCT PLC - Half-yearly Report

PR Newswire

London, May 20

THE INCOME & GROWTH VCT PLC

Half-Year Results for the six months ended 31 March 2013

Investment Objective

The objective of The Income & Growth VCT plc ("I&G VCT" or "the Company") isto provide investors with an attractive return, by maximising the stream ofdividend distributions from the income and capital gains generated by adiverse and carefully selected portfolio of investments.

The Company invests in companies at various stages of development. In someinstances this may include investments in new and secondary issues ofcompanies which may already be quoted on the Alternative Investment Market("AiM").

Financial Highlights Six months to 31 March 2013

- Dividends totalling 6.0 pence per Share have been paid to Shareholders during

the period.

- An interim dividend of 6.0 pence per Share for the current year has been

declared.

- Increase of 7.2% in total return (share price basis) to Shareholders for the

period.

- Increase of 8.6% in total return (net asset value (NAV) basis) to Shareholders

for the period.

- Strong liquidity has been further enhanced by a successful fundraising in which

the Company has raised an additional £8.3 million.

Performance Summary

The net asset value (NAV) per Share at 31 March 2013 was 113.0 pence

The table below shows the recent past performance of funds raised in 2007/08for the existing class of ordinary shares at the subscription price of £1.

Net NAV per Cumulative NAV total Share Share price assets Share (p) dividends return to price total return paid per Shareholders to (£m) Share (p) since launch (p) 1 Shareholders per Share since launch (p) per Share (p)Ordinary SharesAs at 31 March 2013 56.7 113.0 34.5 147.5 98.0 132.5As at 30 September 50.6 109.6 28.5 138.1 97.0 125.52012As at 30 September 49.1 120.8 4.5 125.3 91.6 96.12011As at 30 September 36.6 99.0 0.5 99.5 87.0 87.52010 1 Source: London Stock Exchange. Chairman's Statement

I am pleased to present the Company's Half-Year Report for the six monthsended 31 March 2013.

Last year saw record realisations with the Company paying high levels ofdividends to Shareholders. It is, therefore, very satisfying to be able toreport another period of strong performance. The portfolio continues toperform well in spite of the enduring uncertainty in the UK and globaleconomies. Many of the companies in the portfolio have continued to grow overthe period and demonstrate their potential to provide further positive returnsto Shareholders. Performance

As at 31 March 2013 the Company's NAV per Share was 113.03 pence(30 September 2012: 109.62 pence). After adjusting for the dividend of 6.0pence per Share paid to Shareholders on 8 February 2013, this represents areturn of 8.58% for the six month period, a highly creditable result.

This compares with an increase of 19.70% in the FTSE SmallCap Indexand a rise of 3.94% in the FTSE AiM All-Share Index, both on a total returnbasis, over the same period. In comparing the Company's return with theseindices, Shareholders should note that the Company has a strong liquidityposition. As current returns on liquid assets are low, comparisons with quotedindices are not wholly meaningful, but this liquidity should be of benefit tothe Company in the medium term. The increase in NAV return per Share for thishalf-year is due to both realised and unrealised gains in the portfolio, asexplained below. Cumulative NAV total return per Share (being the closing net assetvalue plus total dividends paid to date) has risen to 147.53 pence compared to138.12 pence at the year-end. This represents a further increase of 6.81% overthe period and an increase of 55.79% since the merger of the VCT's shareclasses in March 2010.

Performance incentive fee

In the Company's full year results to 30 September 2012, provision was madefor performance incentive fees which might become payable to the InvestmentManager, Mobeus, and a former Investment Manager, Foresight Group LLP, inrespect of realisations in that period. In February of this year, the Companypaid a fee of £3,050,234 to be shared between Mobeus and Foresight. Anadditional amount of £491,811 may be payable to Mobeus subject to finalagreement between the Company and Mobeus.

Investment portfolio

The aggregate portfolio valuation saw a net increase of £3.01 million inunrealised and £1.05 million in realised gains over the six month period. Theportfolio was, therefore, valued at £32.39 million at the period-end. Theportfolio has performed well during the period, increasing in value by 14.26%on a like for like basis, mainly as a result of strong performances fromBlaze, EMaC, IDOX, DiGiCo, Alaric and Westway as well as the gain on the saleof Image Source. During the period, the VCT invested a total of £3.33 million (including fundsfrom the seed companies Almsworthy and Fosse). In February 2013, the VCTprovided an additional £916k from Almsworthy in a deal across the Mobeus VCTsto finance Motorclean's acquisition of Forward Valeting Services to create theUK's largest provider of car valeting services. Just before the period-end in March 2013, the VCT also made one new investmenttotalling £2.26 million to support the MBO of Gro-Group, including £1 millionfrom its existing investment in the acquisition vehicle Fosse Management.Based in Devon, Gro is the market leader for baby sleep time products in theUK and Australia.

After the period-end, the VCT invested £1 million, via the acquisition vehiclePeddars Management, to enable ATG to acquire Bidspotter, a US companyproviding live bidding and auction software to industrial and commercialauctioneers.

Net cash proceeds received during the period from portfolio realisationsamounted to £4.67 million, from eleven separate disposals, which is anencouraging reflection of the portfolio's quality. Most significant of thesewas the disposal during February and March of the Company's remaining loan andequity investment in Image Source Group for total proceeds of £1.65 million.Over the life of the investment, total proceeds were £3.49 million compared toa cost of £2.45 million.

There were several other divestments during the period. These includedBrookerpaks, Tikit and ANT. In addition, there were further partialdivestments of IDOX, Faversham House, and loan stock repayments from Blaze,Faversham House and Tessella.

Two payments totalling £406k were also received, being deferred considerationdue from the sale of App-DNA to Citrix Systems Inc in November 2011.

Details of all these transactions and the performance of the portfolio arecontained in the Investment Manager's Review below.

Revenue account

The net revenue return for the period has, pleasingly, nearlydoubled from the comparable period last year, to £526,881, from £268,220 lastyear, an increase of £258,661. Income has again increased, by £770,227,benefiting again from firstly, a higher level of loan stock interest, up by£143,548 as further loan stock investments have been made, and secondly fromhigher dividends, up by £575,779 (including a one-off dividend from ImageSource of £533,750) compared to last year. Finally, interest has also risen,by £50,900, reflecting a net benefit of switching some cash from liquidityfunds to fixed-term bank deposits. Against this, fund management fees charged to revenue return haverisen by £8,029, due to the higher net assets under management over last year.There is, however, a beneficial impact of a fall in running costs of £103,989due to two main reasons. Firstly, a fall in trail commission expense of£67,676 has occurred, as the limit for such commission on older holdings hadbeen reached in 2012. Secondly, lower Directors' fees of £34,140 were paid dueto last year's one-off payment of £10,000 made to each of the Directors inrespect of additional work carried out on specific projects for the Company.

Finally, the tax charge attributable to the revenue return hasrisen by £73,776, reflecting higher loan stock interest (which is taxable),and lower running costs, which are tax-deductible.

Dividends

The Directors have declared an interim dividend of 6.0 pence per share inrespect of the year ending 30 September 2013. The dividend will be paid on 27June 2013 to Shareholders on the Register on 7 June 2013. The Company'sDividend Investment Scheme will apply to this dividend.

A further interim dividend of 6.0 pence per Share in respect of the year ended30 September 2012 was paid to Shareholders on 8 February 2013.

A record total of 26.0 pence per Share (comprising 23.0 pence fromcapital and 3.0 pence from income) was paid to Shareholders in respect of theyear ended 30 September 2012, comprising the interim capital dividend of 20.0pence paid on 27 January 2012, and the further interim dividend of 6.0 pencereferred to above.

Cumulative dividends per Share paid to date amount to 34.5 pence (pre-merger:0.5 pence; post-merger: 34.0 pence) for the current share class.

The Board is committed to providing an attractive dividend stream toShareholders and has set a target of paying a dividend of at least 4.0 penceper Share in each financial year. I am pleased to report that this target hasbeen exceeded in each of the last two years, and now the current year.

The Board will consider whether to pay a further dividend for the currentfinancial year following the year-end.

Dividend investment scheme

The Company's Dividend Investment Scheme ("the Scheme") is a convenient, easyand cost effective way for Shareholders to build up their shareholding in theCompany. Instead of receiving cash dividends they can elect to receive newshares in the Company. By opting to receive their dividend in this manner,there are three benefits to Shareholders:

- The dividend remains tax free;

- Shareholders are allotted new Ordinary Shares which will, subjectto their particular circumstances, attract VCT tax reliefs applicable for thetax year in which the shares are allotted. The tax relief currently availableto investors in new VCT shares is 30% for the 2013/14 tax year for investmentsup to £200,000 in any one tax year; and

- The Scheme also has one particular advantage. Under its terms, amember is able to re-invest at an advantageous price, being the average marketprice of the Shares for the five business days prior to the dividend beingpaid. This price is likely to be at a discount of 10% to the underlying netasset value (provided that this is greater than 70% of the latest publishednet asset value per Share).

The Company's Dividend Investment Scheme applied to the dividendspaid in respect of the year ended 30 September 2012 and used an issue priceequal to the average of the mid market price for the Shares taken from theLondon Stock Exchange Daily Official List for the five business daysimmediately preceding the payment date. It is encouraging to note that £1,425kof dividends were re-invested through the Scheme in respect of thesedividends.

Linked offer for subscription

The 2012/13 Linked Offer for Subscription with Mobeus Income &Growth VCT plc and Mobeus Income & Growth 4 VCT plc, to allot up to 10 millionnew shares in each VCT, attracted strong investor interest. The Company hasraised £8.28 million as its share of the £24.85 million raised insubscriptions by all three VCTs, which the Board regards as a good result.

A total of 7,411,346 new Shares in the Company were allotted under the Offerwhich closed on 30 April 2013, of which 4,186,459 were allotted in the sixmonths to 31 March 2013.

Cash available for investment

The interest rates paid on cash deposits continue to be low andthis continues to inhibit the Company's ability to pay dividends from income.

The Board continues to prioritise the security and protection of the Company'scapital over any small increase in income from deposits that may be achievedby subjecting the VCT to higher levels of risk. It has, therefore, continuedto adopt a conservative approach to the placement of the Company's fundsawaiting investment, and it has decided to place some of its liquidity inhigher yielding bank deposits. Cash and liquidity fund balances as at 31 March2013 amounted to £22.3 million. In addition, a further £4 million remainsinvested in four acquisition vehicles pending further investment at theperiod-end (of which one, Peddars Management, was used to support the furtherinvestment into ATG Media following the period-end).

Share buy-backs

During the six months ended 31 March 2013, the Company bought back512,465 (2012: 449,818) Shares (representing 1.11% (2012: 1.11%) of the Sharesin issue at the beginning of the year) at a total cost of £495,903 (2012:£399,876), inclusive of expenses. These Shares were subsequently cancelled bythe Company.

The Board regularly reviews its buyback policy and seeks tomaintain the discount to NAV at which the Company's Shares trade at around 10%below the latest published NAV. This has been achieved in the period.

Enhanced buyback facility (EBF)

The VCT offered an EBF to Shareholders in January 2013 which took placefollowing the period-end in April 2013. 8,129,688 Shares were bought-back(representing 17.04% of the Shares in issue at the date of launch of the EBF)and 7,875,932 new Shares were allotted by the VCT under the EBF.

Auditor

With effect from 28 March 2013, the Company's auditor, PKF (UK) LLPmerged with BDO LLP to become part of BDO LLP. The Board has subsequentlyappointed BDO LLP as the Company's auditor to fill the casual vacancy arisingas a result of the resignation of PKF (UK) LLP following the merger.

Shareholder communications

May I remind you that the Company continues to have its own website which isavailable at www.incomeandgrowthvct.co.uk.

Around 140 Mobeus VCT Shareholders attended the Manager's third annualShareholder Workshop in January 2013. Shareholders attending heardpresentations from the Manager and the CEO from DiGiCo, one of the VCT'sportfolio companies.

Outlook

Quoted stock markets have risen strongly over the period, on the basis thatthe threats to economic growth posed by the Eurozone crisis have receded. TheUK economy is dependent on world markets and is unlikely to achieve more thanminimal economic growth for the foreseeable future. The need to reduce thepublic sector deficit rules out fiscal stimulus as a spur to raise growth. In the absence of general growth available to the UK SME sector, it is crucialthat the Company continues to target only the highest quality of smallercompany investment opportunities available. The Board believes the outlook forincreasing the pace of new investment is positive and the Company's cashposition is strong, which has been further enhanced by the fundraising whichclosed on 30 April 2013. The Board and Manager will continue to adopt acautious approach in selecting well-run, profitable companies operating inniche markets. We believe that the overall portfolio is resilient and isbuilding value which will be realised in the medium to longer term. TheCompany is very well placed to fund both the needs of the portfolio companiesand any new investment opportunities that arise. The Board is delighted to note that the latest performance statisticspublished by the Association of Investment Companies rank The Income & GrowthVCT plc first in its peer group over the last five years and second over thelast three years.

Once again, I would like to take this opportunity to thank Shareholders fortheir continued support.

Colin Hook Chairman

Responsibility Statement of the Directors in Respect of Half-Year FinancialReport

Responsibility Statement

In accordance with Disclosure and Transparency Rule (DTR) 4.2.10, Colin Hook(Chairman), Jonathan Cartwright (Chairman of the Audit and Nominations &Remuneration Committees) and Helen Sinclair (Chairman of the InvestmentCommittee), the Directors of the Company, confirm that to the best of theirknowledge:

(a) the condensed set of financial statements, which have been prepared in

accordance with the statement "Half-Yearly Reports" issued by the Accounting

Standards Board, give a true and fair view of the assets, liabilities,

financial position and profit of the Company as required by DTR 4.2.4;

(b) the Half-Year Management Report which is included within the Chairman's

Statement, Investment Policy, Investment Portfolio Summary and Investment

Manager's Review includes a fair review of the information required by DTR

4.2.7 being an indication of important events that have occurred during the

first six months of the financial year and their impact on the condensed set of

financial statements;

(c) a description of the principal risks and uncertainties facing the Company for

the remaining six months is set out below, in accordance with DTR 4.2.7; and

(d) there were no related party transactions in the first six months of the current

financial year that are required to be reported, in accordance with DTR 4.2.8.

Principal Risks and Uncertainties

In accordance with Disclosure and Transparency Rule (DTR) 4.2.7, the Boardconfirms that the principal risks and uncertainties facing the Company havenot materially changed from those identified in the Annual Report and Accountsfor the year ended 30 September 2012. The Board acknowledges that there isregulatory risk and continues to manage the Company's affairs in such a manneras to comply with section 274 Income Tax Act 2007.

The principal risks faced by the Company are:

- economic risk;- loss of approval as a Venture Capital Trust;- investment and strategic risk;- regulatory risk;- financial and operating risk;- market risk;- asset liquidity risk;- market liquidity risk;- counterparty risk

A detailed explanation of the principal risks facing the Company can be foundin the Annual Report of the Company for the year ended 30 September 2012 onpages 22-23. Copies are available from www.incomeandgrowthvct.co.uk.

Related Party Transactions

There were no related party transactions in the first six months of thecurrent financial year that are required to be reported.

Going Concern

The Board has assessed the Company's operation as a going concern. TheCompany's business activities, together with the factors likely to affect itsfuture development, performance and position are set out in the Half-YearManagement Report which is included within the Chairman's Statement,Investment Policy, Investment Portfolio Summary and Investment Manager'sReview. The Directors have satisfied themselves that the Company continues tomaintain a significant cash position and has raised additional funds duringthe period in an Offer for Subscription which closed on 30 April 2013. Themajority of companies in the portfolio continue to trade profitably and theportfolio taken as a whole remains resilient and well diversified. The majorcash outflows of the Company (namely investments, buy-backs and dividends) arewithin the Company's control. The Board's assessment of liquidity risk and details of the Company's policiesfor managing its capital and financial risks are shown in note 20 on pages 54- 61 of the Annual Report and Accounts for the year ended 30 September 2012.Accordingly, the Directors continue to adopt the going concern basis ofaccounting in preparing the annual financial statements.

Cautionary Statement

This report may contain forward looking statements with regards to thefinancial condition and results of the Company, which are made in the light ofcurrent economic and business circumstances. Nothing in this report should beconstrued as a profit forecast.

For and on behalf of the Board:

Colin Hook Chairman Investment Policy The Company's policy is to invest primarily in a diverse portfolio of UKunquoted companies. Investments are structured as part loan and part equity inorder to receive regular income and to generate capital gains from trade salesand flotations of investee companies.

Investments are made selectively across a number of sectors, primarily inmanagement buy-out transactions (MBOs) i.e. to support incumbent managementteams in acquiring the business they manage but do not yet own. Investmentsare primarily made in companies that are established and profitable.

The Company has a small legacy portfolio of investments in companies from theperiod prior to 30 September 2008, when it was a multi-manager VCT. Thisincludes investments in early stage and technology companies and in companiesquoted on the AiM market.

The Company's cash and liquid resources are invested in a range of instrumentsof varying maturities, subject to the overriding criterion that the risk ofloss of capital be minimised.

VCT regulation

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

Amongst other conditions, the Company may not invest more than 15% of itsinvestments in a single company and must have at least 70% by value of itsinvestments throughout the period in shares or securities comprised in VCTqualifying holdings of which a minimum overall of 30% by value (70% for fundsraised after 6 April 2011) must be in ordinary shares which carry nopreferential rights (save as may be permitted under VCT rules). In addition,although the VCT can invest less than 30% (70% for funds raised after 6 April2011) of an investment in a specific company in ordinary shares it must haveat least 10% by value of its total investments in each VCT qualifying companyin ordinary shares which carry no preferential rights (save as may bepermitted under VCT rules).

The companies in which investments are made must have no more than £15 millionof gross assets at the time of investment and £16 million immediatelyfollowing the investment to be classed as a VCT qualifying holding.

Asset mix

The Company initially holds its funds in a portfolio of readily realisableinterest-bearing investments and deposits. The investment portfolio ofqualifying investments is built up over a three year period with the aim ofinvesting and maintaining at least 70% of net funds raised in qualifyinginvestments.

Risk diversification and maximum exposures

Risk is spread by investing in a number of different businesses acrossdifferent industry sectors. To reduce the risk of high exposure to equities,each qualifying investment is structured to maximise the amount which may beinvested in loan stock. Co-investment The Company aims to invest in larger, more mature unquoted companies throughinvesting alongside the three other VCTs advised by the Investment Managerwith a similar investment policy. This enables the Company to participate incombined investments advised on by the Investment Manager of up to £5 million.

Borrowing

The Company's Articles permit borrowing of up to 10% of the adjusted capitaland reserves (as defined therein). However, it has never borrowed and theBoard has no current plans to undertake any borrowing.

Management

The Board has overall responsibility for the Company's affairs including thedetermination of its investment policy. Investment and divestment proposalsare originated, negotiated and recommended by the Manager and are then subjectto approval by the Directors.

Investment Portfolio Summary

as at 31 March 2013 Total cost at Valuation at Additional Valuation at 31 March 30 September

Investments in 31 March

2013 2012 the period 2013 (unaudited) (audited) (unaudited) £ £ £ £ Fullfield Limited (Motorclean)1 2,405,465 1,652,768 916,368 2,883,363Vehicle cleaning and valeting services ATG Media Holdings Limited 888,993 2,270,884 - 2,429,926Publisher and online auction platformoperator Ingleby (1879) Limited (EMaC) 1,878,124 1,878,124 - 2,405,669Service plans for the motor trade Gro-Group Limited2 2,256,518 - 2,256,518 2,256,518Baby sleep products IDOX plc 453,881 2,058,371 46 2,083,434Provider of document storage systems Tessella Holdings Limited 1,695,234 1,745,351 - 1,695,234Provider of science poweredtechnology and consulting services EOTH Limited (Rab and Lowe Alpine) 1,383,313 1,383,313 - 1,430,134Branded outdoor equipment and clothing CB Imports Group Limited (Country Baskets) 1,000,000 1,128,228 - 1,194,296Importer and distributor of artificialflowers,floral sundries and home decórproducts Blaze Signs Holdings Limited 621,510 1,448,159 - 1,141,514Manufacturer and installer of signs Westway Services Holdings (2010) Limited 353,589 838,782 - 1,098,245Installation, service and maintenanceof air conditioning systems DiGiCo Global Limited 876,497 876,497 - 1,069,057Designer and manufacturer of audiomixing desks Alaric Systems Limited 565,156 468,495 - 1,044,336Software development, implementationand support in the credit/debit cardauthorisation and payments market Ackling Management Limited 1,000,000 1,000,000 - 1,000,000Company seeking to trade in the foodmanufacturing, distribution and brandmanagement sectors Peddars Management Limited 1,000,000 1,000,000 - 1,000,000Acquisition vehicle used to finance ATGMedia's acquisition of Bidspotter Inc Culbone Trading Limited 1,000,000 1,000,000 - 1,000,000Company seeking to trade in theoutsourced sectors Madacombe Trading Limited 1,000,000 1,000,000 - 1,000,000Company seeking to trade in theengineering sector RDL Corporation Limited 1,441,667 1,271,194 - 968,033Recruitment consultants for thepharmaceutical, business intelligenceand IT industries ASL Technology Holdings Limited 1,769,790 654,155 - 744,300Printer and photocopier services Focus Pharma Holdings Limited 405,407 636,574 - 716,624Licensor and distributor of genericpharmaceuticals Aquasium Technology Limited 500,000 677,971 - 701,773Design, manufacture and marketing ofbespoke electron beam welding andvacuum furnace equipment Youngman Group Limited 1,000,052 700,992 - 700,992Manufacturer of ladders and accesstowers Duncary 8 Limited 509,923 814,025 - 679,267City-based provider of specialisttechnical training

British International Holdings Limited 674,733 590,909 83,824 674,733Helicopter service operator

Original Additions Topco Limited 25,696 537,948 - 537,948Manufacturer and distributor of beautyproducts Machineworks Software Limited 20,471 479,459 - 537,321Software for CAM and machine toolvendors The Plastic Surgeon Holdings Limited 406,082 248,878 - 368,423Supplier of snagging and finishingservices to the property sector Omega Diagnostics Group plc 279,996 373,328 - 320,829In-vitro diagnostics for foodintolerance,autoimmune diseases andinfectious diseases Vectair Holdings Limited 53,400 164,178 - 207,460Designer and distributor of washroomproducts Faversham House Holdings Limited 144,859 192,385 - 144,859Publisher, exhibition organiser andoperator of websites for theenvironmental,visual communications andbuilding services sectors Racoon International Holdings Limited 550,852 79,026 - 121,641Supplier of hair extensions, hair careproducts and training Lightworks Software Limited 20,471 84,060 - 114,595Software for CAD vendors Corero plc 600,000 31,434 - 14,748Provider of e-business technologies PXP Holdings Limited (Pinewood 965,371 45,195 - 45,195Structures)Designer, manufacturer and supplier oftimber frames for buildings Monsal Holdings Limited 468,610 42,446 - 42,446Supplier of engineering services to thewater and waste sectors Sarantel Group plc 1,881,252 17,019 - 12,935Developer and manufacturer of antennaefor mobile phones and other wirelessdevices Oxonica Limited 2,524,527 - - -Manufacturer and distributor of beautyproducts Data Continuity Group Limited 163,345 2,171 73,311 -(formerly DCG Group Limited)Design, supply and integration of datastorage solutions NexxtDrive Limited 487,014 - - -Developer and exploiter of patentedtransmission technologies Aigis Blast Protection Limited 272,120 - - -Specialist blast containment materialscompany Legion Group plc (in administration) 150,000 - - -Provision of manned guarding, mobilepatrols, and alarm response services Biomer Technology Limited 137,170 - - -Developer of biomaterials for medicaldevices Watchgate Limited 1,000 - - -Holding company Realised investments Fosse Management Limited - 1,000,000 - - Acquisition vehicle used to complete theinvestment in Gro-Group Limited Almsworthy Trading Limited - 1,000,000 - -Acquisition vehicle used to financeFullfield's (Motorclean's) acquisitionof Forward Valeting Services Limited ANT plc - 131,319 - -Provider of embedded browser/emailsoftware for consumer electronics andinternet appliances Tikit Group plc - 247,350 103 -Provider of consultancy services andsoftware solutions for law firms Image Source Group Limited - 925,470 - -Royalty free picture library Brookerpaks Limited - 509,209 - -Importer and distributor of garlic andvacuum-packed vegetables ----------- ----------- ----------- -----------Total 33,832,088 31,205,667 3,330,170 32,385,848 ----------- ----------- ----------- ----------- Investment Manager's Review

The two notable features of the portfolio during the period have been thecontinuation of the strong flow of realisations and further uplifts ininvestment valuations resulting from the good performance of a number ofinvestee companies. Dealflow is showing a positive trend and we are working ona number of opportunities which we hope to complete over the coming months.

The wider economy in the UK continues to present challenges. Some weakercompanies in the small company sector, in which we invest, are finding itdifficult to ride the continuing downturn, while our portfolio is relativelyrobust. Our strategy of selecting established, well run and profitablecompanies with good, focused management and a positive cashflow is deliveringgood returns. Many of our companies continue to grow and increaseprofitability, demonstrating that well-managed and focussed smaller companiescan make strong progress despite an uncertain macroeconomic environment.

Investment activity

In March 2013, the Company completed a new investment of £2.26 million, tosupport the MBO of Gro-Group. The amount invested included £1 million from theCompany's existing investment in the acquisition vehicle Fosse Management.Devon based Gro-Group created the original, and now internationally renowned,Grobag which has become the number one baby sleep bag brand in the UK andAustralia. Market penetration of the product has increased from zero to around90% since the company was founded in 2000 and turnover has grown to £12million. Further investment has been provided to support two strong portfolio companiespursuing exciting new opportunities that arose during the period. The first ofthese was completed in February 2013; the VCT provided an additional £916k,via the acquisition vehicle Almsworthy Trading, to finance Motorclean'sacquisition of Forward Valeting Services to create the UK's largest providerof car valeting services. In the second of these, after the period-end, the VCT provided a loan of £1million, via the acquisition vehicle Peddars Management, to enable ATG Mediato acquire Bidspotter Inc, a US company providing live bidding and auctionsoftware to industrial and commercial liquidation auctioneers.

A further loan stock investment of £84k for working capital purposes was madein March 2013 into British International.

At the period-end, the VCT held £4 million in four remaining acquisitionvehicles. One of these, Peddars Management, has been used since 31 March 2013to complete the VCT's further investment into ATG as outlined above.

The period has seen a continuation of realisation activity. Most significantof these was the disposal of the Company's remaining loan and equityinvestment in Image Source Group for total proceeds of £2.18 million(including a dividend payment of £533,750) during February and March. Over thelife of the investment, total proceeds were £3.49 million compared to cost of£2.45 million, being 142% of cost.

Also in March 2013, the VCT sold part of its loan stock and itsentire equity investment in Faversham House for net proceeds of £192k. TheCompany continues to hold a loan stock investment in this company of £145k.The total of these figures, £337k, compares with a total original cost of£488k and with the 30 September 2012 valuation of £192k.

Two payments totalling £406k were received during the period, being deferredconsideration due from the sale of App-DNA to Citrix Systems Inc. in November2011. As disclosed in the Annual Report, the Company realised its remaininginvestment in Brookerpaks, an importer and distributor of garlic andvacuum-packed vegetables, in November 2012, for proceeds of £600k compared tothe equity investment cost of £55k; the overall return from this investmentwas £1.92 million, or a 3.8 times multiple of original investment cost. We also reported in the Annual Report that recommended offers had beenreceived by Tikit and ANT towards the end of last year. We are pleased toupdate Shareholders that these both completed successfully. Tikit was acquiredby British Telecommunications plc in January 2013 at a price of 416 pence pershare, realising £270k for the VCT's remaining investment. This, in additionto a further disposal of Tikit shares earlier in the period, brought totalproceeds for the period to £310k, realising a gain in the period of £63k. ANTwas acquired by Espial Group Inc, a company listed on the Toronto StockExchange, at a price of 20.50 pence per share, in February 2013, valuing theVCT's investment at £135k compared to the valuation at 30 September 2012 of£131k.

In November 2012, the VCT sold a total of 1.25 million of its shares in IDOXplc, representing 23.08% of the VCT's holding at the year-end, for totalproceeds of £514k.

Partial loan stock repayments were received from Blaze Signs of £609k inNovember 2012 and from Duncary 8 of £125k in December 2012 and two repaymentsof £25k each were received from Tessella, an investment that was made in July2012. Portfolio review

The portfolio at 31 March 2013, comprised forty-two investments with a cost of£33.83 million and valued at £32.39 million.

The overall value of the portfolio has increased further over the six monthperiod and Blaze Signs, EMaC, DiGiCo, Westway, IDOX and Alaric have allcontributed strongly to this. Blaze Signs has continued its impressiverecovery having benefited from some high profile contract gains, includingwork on the Olympics site in 2012, and has made a further repayment of loanstock as a result. Westway too, has rebounded from a dip in trading in theprior year. DiGiCo has continued to grow, and has recently launched a newrange of products. IDOX, an AiM quoted investment, continued to rise in value.Focus has begun to benefit from the high level of new product developmentexpenditure over the past year, and our more recent investments into Fullfieldand EMaC are also making good progress. In particular the valuation of EMaChas moved significantly above cost to reflect this company's strongperformance since investment. Alaric has delivered record profitability andthis has led to a material increase in valuation over the period. The partialdisposal of the investment in Faversham House for in excess of the openingvaluation has also contributed to the increase in the portfolio's value.Against these positive performances, the building and construction sectorremains weak, causing Youngman and PXP to find it difficult to establish asolid path to recovery, whilst the pace of profits recovery at RDL remainsslower than hoped.

Overall, we are encouraged by the strong and resilient performance by themajority of our investee companies. Our strategy remains to maximise value byretaining investments until they have reached the optimum point for an exit.

Outlook

We plan to take advantage of improved dealflow and the VCT's strong liquidityover the remainder of the Company's financial year and beyond, whilemaintaining a prudent approach to the selection of the right investments. Thetwo-speed economy can be ruthless in separating the winners from the losers.We are making it a continuing priority to identify resilient companies thathave the characteristics to survive when weaker companies are failing. MBOteams are increasingly turning to us as a source of deliverable, long-termfinance as an alternative to bank funding and this is increasing the range ofpotential investments that we are considering.

The existing companies in the portfolio are predominantly proving thatwell-funded, quality companies can perform well, even when challenges in thewider economy are causing many companies to fail. We believe that theportfolio will continue to create value in the medium to long term.

Unaudited Income Statement

for the six months ended 31 March 2012

Six months ended 31 March 2013 Six months ended 31 March 2012 (unaudited) (unaudited) Notes Revenue Capital Total Revenue Capital Total £ £ £ £ £ £Unrealised gainson investments 7 - 3,009,086 3,009,086 - 2,273,414 2,273,414 Net realised gainson investments 7 - 1,037,994 1,037,994 - 3,155,198 3,155,198 Income 2 988,065 533,750 1,521,815 751,588 - 751,588Investmentmanager's fees 3 (156,797) (470,393) (627,190) (148,768) (446,304) (595,072) Investmentmanagers'performance fees 3 - (106,778) (106,778) - (2,860,000) (2,860,000) Other expenses (189,766) - (189,766) (293,755) - (293,755) Provision forlitigation costs nolonger required - - - - 1,337,456 1,337,456 ----------- ----------- ----------- ----------- ----------- -----------Profit on ordinaryactivities beforetaxation 641,502 4,003,659 4,645,161 309,065 3,459,764 3,768,829 ----------- ----------- ----------- ----------- ----------- -----------Tax on profit onordinary activities 4 (114,621) 114,621 - (40,845) 40,845 - ----------- ----------- ----------- ----------- ----------- -----------Profit on ordinaryactivities aftertaxation 526,881 4,118,280 4,645,161 268,220 3,500,609 3,768,829 ----------- ----------- -----------

----------- ----------- -----------

Basic and dilutedearnings per Ordinary Share 5 1.12p 8.80p 9.92p 0.65p 8.48p 9.13p Year ended 30 September 2012 (audited) Notes Revenue Capital Total £ £ £Unrealised gains oninvestments 7 - 2,364,362 2,364,362 Net realised gains oninvestments 7 - 5,243,190 5,243,190 Income 2 2,004,297 - 2,004,297 Investment manager'sfees 3 (290,664) (871,993) (1,162,657) Investment managers'performance fees 3 - (3,503,000) (3,503,000) Other expenses (499,164) - (499,164) Provision for litigationcosts no longerrequired - 1,337,456 1,337,456 Profit on ordinaryactivities beforetaxation 1,214,469 4,570,015 5,784,484 ----------- ----------- -----------Tax on profit onordinary activities 4 (224,747) 224,747 - ----------- ----------- -----------Profit on ordinaryactivities after taxation 989,722 4,794,762 5,784,484 ----------- ----------- -----------

Basic and diluted earnings per Ordinary Share 5 2.26p 10.97p

13.23p

The total column of this statement is the Profit and Loss Account of theCompany.

All revenue and capital items in the above statement derive from continuingoperations.

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

Other than revaluation movements arising on investments held at fair valuethrough profit and loss, there were no differences between the profit asstated above and at historical cost.

Unaudited Balance Sheet as at 31 March 2013 31 March 2013 31

March 2012 30 September 2012

(unaudited) (unaudited) (audited) £ £ £ NotesFixed assetsInvestments at fair value 7 32,385,848

32,685,232 31,205,667

Current assetsDebtors and prepayments 2,996,460 350,297 727,598Current asset investments 8 17,787,414 13,917,141 17,523,440Cash at bank 4,479,667 2,056,750 4,861,440 ----------- ----------- ----------- 25,263,541 16,324,188 23,112,478 Creditors: amounts falling due within one year (967,381)

(3,307,167) (3,766,160)

----------- ----------- -----------Net current assets 24,296,160 13,017,021 19,346,318 ----------- ----------- -----------Net assets 56,682,008 45,702,253 50,551,985 ----------- ----------- ----------- Capital and reserves 9Called up share capital 501,495 433,544 461,157Share premium account 3,013,474 8,584,454 11,898,621Capital redemption reserve 202,389 191,807 197,265Revaluation reserve 4,548,616 2,882,155 1,611,146Special reserve 24,975,739 14,101,218 12,721,596Profit and loss account 23,440,295

19,509,075 23,662,200

----------- ----------- -----------Equity Shareholders' funds 56,682,008

45,702,253 50,551,985

-----------

----------- -----------

Basic and diluted net asset value:Basic and diluted net asset value per Ordinary Share 10 113.03p 105.42p 109.62p

The financial information for the six months ended 31 March 2013 and the sixmonths ended 31 March 2012 has not been audited.

Unaudited Reconciliation of Movements in Shareholders' Funds

for the six months ended 31 March 2013

Six months ended Six months ended Year ended 31 March 2013 31 March 2012 30 September 2012 (unaudited) (unaudited) (audited) £ £ £ NotesOpening Shareholders' funds 50,551,985 49,152,799 49,152,799 Share capital bought back in theperiod 9 (495,903) (399,876) (913,037)Share capital subscribed in the period 9 4,911,846 2,946,435 6,293,673Expenses incurred in respect of theenhanced Buyback Facility 9 (68,771) - -Profit for the period 4,645,161 3,768,829 5,784,484Dividends paid in period 6 (2,862,310) (9,765,934) (9,765,934) ----------- ----------- -----------Closing Shareholders' funds 56,682,008 45,702,253 50,551,985 ----------- ----------- -----------Unaudited Cash Flow Statement

for the six months ended 31 March 2013

Six months ended Six

months ended Year ended

31 March 2013

31 March 2012 30 September 2012

(unaudited) (unaudited) (audited) £ £ £ NotesOperating activitiesInvestment income received 1,467,634 614,011 1,955,985Investment management fees paid (3,677,424) (599,772) (1,162,657)Other income - - 4,861Other cash payments (113,612)

(264,049) (561,556)

----------- ----------- -----------Net cash (outflow)/inflow fromoperating activities (2,323,402) (249,810) 236,633 Investing activitiesAcquisitions of investments 7 (1,413,802) (11,465,139) (13,255,722)Disposals of investments 7 4,761,617

21,499,964 26,468,137

----------- ----------- -----------Net cash inflow from investingactivities 3,347,815

10,034,825 13,212,415

Dividends

Equity dividends paid 6 (2,862,310)

(8,509,703) (9,765,934)

Cash (outflow)/inflow beforefinancing and liquid resourcemanagement (1,837,897)

1,275,312 3,683,114

Management of liquid resourcesIncrease in current investments (263,974) (2,234,680) (5,840,979) FinancingIssue of Ordinary Shares 2,165,648 1,690,204 6,293,673Purchase of own shares (445,550) (251,506) (851,788) ----------- ----------- ----------- 1,720,098 1,438,698 5,441,885 ----------- ----------- ----------- (Decrease)/increase in cash for the period (381,773) 479,330 3,284,020 ----------- ----------- -----------

Reconciliation of profit on ordinary activities before taxation to net cashoutflow from operating activities

for the six months ended 31 March 2013

Six months ended Six

months ended Year ended

31 March 2013 31

March 2012 30 September 2012

£ £ £Profit on ordinary activities before taxation 4,645,161 3,768,829 5,784,484Net unrealised gains on investments (3,009,086) (2,273,414) (2,364,362)Net gains on realisations of investments (1,037,994) (3,155,198) (5,243,190)Increase in debtors (41,595) (143,661) (40,047)(Decrease)/increase in creditors (2,879,888)

1,553,634 2,099,748

-----------

----------- -----------Net cash (outflow)/inflow from operating activities (2,323,402) (249,810)

236,633 -----------

----------- -----------

The notes below form part of these Half-Year financial statements.

Notes to the Unaudited Financial Statements

1. Principal accounting policies

The following accounting policies have been applied consistently throughout the period. Full

details of principal accounting policies will be disclosed in the Annual Report.

a) Basis of accounting

The unaudited results cover the six months to 31 March 2013 and have been prepared under UK

Generally Accepted Accounting Practice (UK GAAP), consistent with the accounting policies set

out in the statutory accounts for the year ended 30 September 2012 and the 2009 Statement of

Recommended Practice, `Financial Statements of Investment Trust Companies and Venture Capital

Trusts' ("the SORP") issued by the Association of Investment Companies. The financial

statements are prepared under the historical cost convention except for the revaluation of

certain investments.

The Half-Year Report has not been audited, nor has it been reviewed by the auditor pursuant to

the Financial Reporting Council's (FRC's) guidance on Review of Interim Financial Information.

b) Presentation of the Income Statement

In order to better reflect the activities of a VCT and in accordance with the SORP,

supplementary information which analyses the Income Statement between items of a revenue and

capital nature has been presented alongside the Income Statement. The revenue column of profit

attributable to equity Shareholders is the measure the Directors believe appropriate in

assessing the Company's compliance with certain requirements set out in Section 274 Income Tax

Act 2007. c) Investments Investments are accounted for on a trade date basis.

All investments held by the Company are classified as "fair value through profit and loss",

and valued in accordance with the International Private Equity and Venture Capital Valuation

("IPEVCV") guidelines, as updated in September 2009. This classification is followed as the

Company's business is to invest in financial assets with a view to profiting from their total

return in the form of capital growth and income.

For investments actively traded in organised financial markets, fair value is generally

determined by reference to Stock Exchange market quoted bid prices at the close of business on

the balance sheet date. Purchases and sales of quoted investments are recognised on the trade

date where a contract of sale exists whose terms require delivery within a time frame

determined by the relevant market. Purchases and sales of unlisted investments are recognised

when the contract for acquisition or sale becomes unconditional.

Unquoted investments are stated at fair value by the Directors in accordance with the

following rules, which are consistent with the IPEVCV guidelines:

All investments are held at the price of a recent investment for an appropriate period where

there is considered to have been no change in fair value. Where such a basis is no longer

considered appropriate, the following factors will be considered:

(i) Where a value is indicated by a material arms-length transaction by an independent third

party in the shares of a company, this value will be used.

(ii) In the absence of i), and depending upon both the subsequent trading performance and

investment structure of an investee company, the valuation basis will usually move to either:-

a) an earnings multiple basis. The shares may be valued by applying a suitable price-earnings

ratio to that company's historic, current or forecast post-tax earnings before interest and

amortisation (the ratio used being based on a comparable sector but the resulting value

being adjusted to reflect points of difference identified by the Investment Manager compared

to the sector including, inter alia,a lack of marketability). or:-

b) where a company's underperformance against plan indicates a diminution in the value of the

investment, provision against cost is made, as appropriate. Where the value of an investment

has fallen permanently below cost, the loss is treated as a permanent impairment and as a

realised loss, even though the investment is still held. The Board assesses the portfolio for

such investments and, after agreement with the Investment Manager, will agree the

values that represent the extent to which an investment has become realised. This is based

upon an assessment of objective evidence of that investment's future prospects, to determine

whether there is potential for the investment to recover in value.

(iii) Premiums on loan stock investments are accrued at fair value when the Company receives

the right to the premium and when considered recoverable.

(vi) Where an earnings multiple or cost less impairment basis is not appropriate and

overriding factors apply, discounted cash flow or net asset valuation bases may be applied.

d) Capital gains and losses

Capital gains and losses on investments, whether realised or unrealised, are dealt with in the

profit and loss and revaluation reserves and movements in the period are shown in the Income Statement. 2. Income Six months ended Six months ended Year ended 31 March 2013 31 March 2012 30 September 2012 (unaudited) (unaudited) (audited) Total Total Total £ £ £

Revenue dividends received 147,002 104,973 305,650

Capital dividends received 533,750 -

-

Income from money-market 25,199 57,529 96,138 funds Loan stock interest 720,993 577,445 1,540,777 Bank deposit interest 94,871 11,641 56,871 Other Income - - 4,861 ----------- ----------- ----------- Total Income 1,521,815 751,588 2,004,297 ----------- ----------- -----------

3. Investment Manager's fees and performance fees

Six months ended Six months ended Year ended 31 March 2013 31 March 2012 30 September 2012 (unaudited) (unaudited) (audited) Total Total Total £ £ £ £ £ £ Allocated to revenue return: Investment Manager's fee 156,797 148,768 290,664 Allocated to capital return: Investment Manager's fee 470,393 446,304 871,993 Investment Managers' performance fees 106,778 2,860,000 3,503,000 ----------- ----------- ----------- Total 733,968 3,455,072 4,665,657 ----------- ----------- ----------- Investment Manager's fee 627,190 595,072 1,162,657 Investment Managers' performance fees 106,778 2,860,000 3,503,000 ----------- ----------- ----------- Total 733,968 3,455,072 4,665,657 ----------- ----------- -----------

The Directors have charged 75% of the fees payable under theinvestment adviser's agreement, and 100% of the amounts payable under theIncentive Agreement, to the capital reserve. The Directors believe it isappropriate to charge the incentive fee wholly against the capital return, asany fee payable depends on capital performance, as explained below.

Under a Deed of Termination and Variation relating to PerformanceIncentive Agreements dated 29 March 2010, the Investment Manager's IncentiveAgreement for the former 'O' Share Fund has been continued while the former'S' Share Fund's Incentive Agreement has been terminated. Under the terms ofthe pre-merger 'O' Share Fund Incentive Agreement, each of the ongoingInvestment Manager, Mobeus Equity Partners LLP ("Mobeus") and a formerInvestment Manager, Foresight Group LLP ("Foresight") are entitled to aperformance fee equal to 20% of the excess of the value of any realisation of

an investment made after 30 June 2007, over the value of that investment in anInvestment Manager's portfolio at that date ("the Embedded Value"), whichvalue is itself uplifted at the rate of 6% per annum subject to a HighWatermark test.

However, two amendments were made to this agreement for Mobeus, theongoing Investment Manager. Firstly, the High Watermark was increased by£811,430, being the 'S' Share Fund's shortfall in total net assets from netasset value of £1 per 'S' Share, at 31 December 2009. Secondly, only 70% ofany new investment made by Mobeus after the Merger will be added to thecalculation of the Embedded Value, the value of the Investment Manager'sportfolio and the value of any realisations, for the purposes of assessing anyexcess.

Under the above agreements, each of the ongoing Investment Manager,Mobeus and a former Investment Manager, Foresight were paid an aggregateperformance incentive fee of £3,050,234 on the ex-Foresight portfolio inrespect of the year ended 30 September 2012, with £3,050,000 having beenaccrued at that date. As at 31 March 2013, a further £491,811 may be payablein respect of the Mobeus portfolio, of which £453,000 was accrued at 30September 2012.

4. Taxation

There is no tax charge for the period as the Company has incurredtax losses, as its expenses exceed its income.

5. Basic and diluted earnings and return per Share

Six months ended Six months ended Year ended 31 March 2013

31 March 2012 30 September 2012

Total Total Total £ £ £i) Total earnings after taxation: 4,645,161

3,768,829 5,784,484

Basic earnings per Share 9.92 p 9.13 p 13.23 p ii) Net revenue from ordinary activities after taxation 526,881 268,220 989,722 Basic revenue return per Share 1.12 p 0.65 p 2.26 p Net unrealised capital gains 3,009,086 2,273,414 2,364,362 Net realised capital gains 1,037,994 3,155,198 5,243,190 Capital dividend 533,750 - - Provision for litigation costs no longer required - 1,337,456 1,337,456 Capital expenses (net of taxation) (355,772) (405,459) (647,246) Investment Managers' performance fees (106,778)

(2,860,000) (3,503,000)

----------- ----------- -----------iii) Total capital return 4,118,280

3,500,609 4,794,762

Basic capital return per Share 8.80 p 8.48 p 10.97 p iv) Weighted average number of shares in issue in the period 46,836,111 41,301,622 43,710,889 6. Dividends Year Six months ended Six months ended ended 31 March 2013 31 March 2012 30 September 2012 £ £ £ Ordinary Shares Interim paid for the year ended 2,862,310 8,138,244 8,138,24430 September 2012 of 3p capitaland 3p income (2012 : 20pcapital) pence per Share Final paid of nil p (2012 : 4p - 1,627,690 1,627,690capital) pence per Share ----------- ----------- ----------- 2,862,310* 9,765,934* 9,765,934* ----------- ----------- -----------

* Of this amount £333,740 (31 March 2012: £1,256,231; 30 September 2012:£1,256,231) of new Shares were issued as part of the Company's DividendInvestment Scheme.

7. Summary of movement on investments during the period

Traded on AiM Unquoted Preference Qualifying Total ordinary shares shares loans £ £ £ £ £Valuation at 1 October2012 2,858,821 8,999,239

35,430 19,312,177 31,205,667

Purchases at cost 149 73,311 - 1,340,342 1,413,802Sales - proceeds (958,387) (824,835) (10,000) (2,498,488) (4,291,710)- realised gains 118,892 320,626 5,000 604,485 1,049,003Reclassification atvaluation - (497,952) 1,017 496,935 -Unrealised gains/(losses) 412,471 1,770,278

(307) 826,644 3,009,086

----------- ----------- ----------- ----------- -----------Valuation at 31 March 2013 2,431,946 9,840,667

31,140 20,082,095 32,385,848

----------- -----------

----------- ----------- -----------

Book cost at 31 March2013 3,215,129 11,498,182

48,664 19,070,113 33,832,088

Unrealised (losses)/gainsat 31 March 2013 (783,183) 3,462,415 (17,524) 1,011,982 3,673,690 Permanent impairment ofvaluation of investments - (5,119,930) - - (5,119,930) ----------- ----------- ----------- ----------- ----------- Valuation at 31 March 2013 2,431,946 9,840,667

31,140 20,082,095 32,385,848

----------- -----------

----------- ----------- -----------

Gains on investments Realised gains based onhistorical cost 275,701 681,386 - 163,532 1,120,619 Less amounts recognisedas unrealisedgains/(losses) in previousyears (156,809) (360,760)

5,000 440,953 (71,616)

----------- ----------- ----------- ----------- -----------Realised gains based oncarrying value at 31 March2013 118,892 320,626

5,000 604,485 1,049,003

Net movement inunrealised gains/(losses)in the period 412,471 1,770,278

(307) 826,644 3,009,086

----------- ----------- ----------- ----------- -----------Gains on investments forthe period ended 31 March2013 531,363 2,090,904 4,693 1,431,129 4,058,089 ----------- ----------- ----------- ----------- -----------

8. Current asset investments

31 March 2013 31 March 2012 30 September 2012 £ £ £

Monies held pending investment 17,787,414 13,917,141 17,523,440

Current asset investments comprise investments in five OEIC money market funds(four Dublin based and one London based) subject to immediate access, and£5,000,000 in two bank deposits, repayable within one year. These sums areregarded as monies held pending investment.

9. Capital and reserves for the six months ended 31 March 2013

Called up Share Capital Revaluation Special Profit and share premium redemption reserve reserve loss Total capital account reserve account £ £ £ £ £ £ £ At 1 October 2012 461,157 11,898,621 197,265 1,611,146 12,721,596 23,662,200 50,551,985 Shares boughtback (5,124) - 5,124 - (495,903) - (495,903) Shares issued 41,864 4,536,242 - - - - 4,578,106 Dividends re-invested into newshares issued 3,598 330,142 - - - - 333,740 Expenses ofEnhancedBuyback Facility(note a) - - - - (68,771) - (68,771) Dividends paid - - - - - (2,862,310) (2,862,310) Loss transferredbetween reserves - - - - (932,714) 932,714 - Other expensesnet of taxation - - - - - (462,550) (462,550) Net unrealisedgains oninvestments - - - 3,009,086 - - 3,009,086 Net realisedgainson investments - - - - - 1,037,994 1,037,994 Cancellation ofshare premiumaccount (note b) - (13,751,531) - - 13,751,531 - - Realisation ofpreviouslyunrealised gains - - - (71,616) - 71,616 - Profit for theperiod - - - - - 1,060,631 1,060,631 ----------- ----------- ----------- -----------

----------- ----------- -----------At 31 March 2013 501,495 3,013,474 202,389 4,548,616 24,975,739 23,440,295 56,682,008

----------- ----------- ----------- -----------

----------- ----------- -----------

Note a: The expenses of the Enhanced Buyback Facility ("EBF") are third partycosts of the Facility of £68,771, incurred up to 31 March 2013. These costsare borne by those Shareholders who participated in the EBF. Details of Sharesissued and bought back under the EBF are disclosed in Note 11, Post balancesheet events. No fees were charged by the manager. Note b: The cancellation of £13,751,531 from the share premium account (asapproved at the General Meeting held on 22 February 2013 and by the order ofthe Court dated 13 March 2013) has increased the Company's specialdistributable reserve. The purpose of this reserve is to fund market purchasesof the Company's own Shares, and to write off existing and future losses. 10. Net asset value per share as at as at as at 31 March 2013 31 March 2012 30 September 2012Net assets £56,682,008 £45,702,253 £50,551,985Number of Shares in issue 50,149,478 43,354,355 46,115,656Net asset value per Share - basic anddiluted 113.03p 105.42p

109.62p

Diluted NAV per Share assumes that the Investment Manager'sincentive fee is satisfied by the issue of additional shares. No dilution ofNAV per Share has occurred. If Shares were to be issued in the future inrespect of the accrued fees payable, no dilution will occur, as the estimatedincentive fee payable is already held as a creditor in these accounts.

11. Post balance sheet events

On 4 April 2013 and 5 April 2013, 2,679,214 Ordinary Shares wereallotted at a price of 112.60 pence per Share, raising net funds of£2,919,440. On 10 April 2013, 96,846 Ordinary Shares were allotted at a priceof 115.3 pence per Share, raising net funds of £105,801 and 292,961OrdinaryShares were allotted at a price of 112.6 pence per Share, raising net funds of£319,328. Finally, on 7 May 2013, 155,866 Ordinary Shares were allotted at aprice of 112.6 pence per share, raising net funds of £169,859.

On 4 April 2013, as part of the Enhanced Buyback Facility,4,694,852 Ordinary Shares were bought back for cancellation at a price of108.8 pence per Share costing £5,107,999. Immediately following this,4,548,282 Ordinary Shares were issued at a price of 112.3 pence per Shareraising net funds of £5,107,721.

On 8 April 2013, again as part of the Enhanced Buyback Facility,3,434,836 Ordinary Shares were bought back for cancellation at a price of108.8 pence per Share costing £3,737,102. Immediately following this,3,327,650 Ordinary Shares were issued at a price of 112.3 pence per Shareraising net funds of £3,736,951.

On 19 April 2013, £1,000,013 was further invested into ATG MediaHoldings Limited, with £1,000,000 provided by acquisition vehicle PeddarsManagement Limited. This was to enable ATG Medial Holdings Limited acquire theUS Company, Bidspotter Inc.

12. The financial information for the six months ended 31 March2013 and the six months ended 31 March 2012 has not been audited.

The financial information contained in this Half-Year report doesnot constitute statutory accounts as defined in Section 434 of the CompaniesAct 2006. The financial statements for the year ended 30 September 2012 havebeen filed with the Registrar of Companies. The auditor has reported on thesefinancial statements and that report was unqualified and did not contain astatement under either section 498(2) or 498(3) of the Companies Act 2006.

13. Copies of this statement are being sent to all Shareholders.Further copies are available free of charge from the Company's registeredoffice, 30 Haymarket, London, SW1Y 4EX, or can be downloaded via the Company'swebsite at www.incomeandgrowthvct.co.uk


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