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Interim Results

27th Feb 2006 17:01

Eclipse VCT plc27 February 2006 Eclipse VCT plc 27 February 2006 Unaudited interim results for the 6 months to 30 November 2005 Financial highlights 30 November 2005 30 November 2004 31 May 2005 (restated)** (restated)**• Net assets £29,449,000 £24,386,000 £30,264,000 • Net asset value per share 94.2p 95.8p 96.8p • Revenue return after tax £134,000 £196,000 £495,000 • Revenue return per share* 0.4p 1.4p 2.4p • Total (loss)/return per share* (1.1)p 1.5p 2.7p *Based on a weighted average of 31,264,560 shares in issue during the period(13,629,300 : 30 November 2004 and 20,396,980 : 31 May 2005). **Comparative figures have been extracted from the unaudited interim results forthe period ended 30 November 2004 and the statutory accounts for the periodended 31 May 2005 and have been restated in accordance with FRS 21 in respect ofdeclared dividends and FRS 26 in respect of the valuation of quoted investmentsas disclosed in note 2 to the interim results. For further information, please contact: Simon RogersonChief ExecutiveOctopus Asset Management 020 7710 2800 Chairman's Statement I am pleased to present the interim results for the six months to 30 November2005. As a team we continue to be delighted with the positive feedback we havereceived since the launch of the Fund and would like to thank all of ourshareholders for their support. Eclipse VCT ('Eclipse') was one of the most successful Venture Capital Trusts ('VCT') launched in 2004 (by funds raised), raising over £30 million by December2004. Since then, the Manager has launched three further Eclipse funds (Eclipse2, 3 and 4). The new funds should benefit all shareholders as it will enable theManager to invest up to £4 million per company (i.e. £1 million from each of thefour VCTs). This will allow the Manager to invest in more developed, lower-riskcompanies than typical VCTs. Each of the Eclipse funds will invest in dealspro-rata to the respective fund size. Net Asset Value per share ("NAV") The NAV at 30 November 2005 was 94.2p. During the period under review, 10further investments were made in unquoted and AIM listed companies. This meantthat at 30 November 2005, Eclipse had a portfolio of 20 investments inqualifying companies, representing just over 40% of the Fund by NAV. Theunquoted companies have been valued in accordance with British Venture CapitalAssociation ("BVCA") guidelines and, with the exception of one investment, areall held at cost. As set out in the BVCA guidelines, valuations of unquotedinvestments are usually not changed for at least twelve months from the date ofinvestment unless the investee company has performed significantly behind plan(in which case the investment is written down in value), or we have participatedin a follow-on fundraising for the company. The investment in The Capital PubCompany 2 has been written up slightly to reflect our participation in afollow-on fundraising which occurred at a higher valuation than the originalinvestment. The overall value of the portfolio of AIM investments was £3,312,000 comparedwith a cost of £3,248,000. This includes the impact of the change in accountingrules, which now requires us to value our holdings in AIM companies usingbid-prices rather than mid-prices. As bid-prices are lower than the mid-prices,this accounting change means that the value of the AIM portfolio at 30 November2005 was £94,000 lower than it would have been under the previous accountingrules. In addition, the income generated by the Fund in the period under review wasinsufficient to cover the overall running costs. This was because of thesubstantial number of investments that have now been made in qualifying holdings(and the reduction in the proportion of the Fund that was held in incomegenerating assets such as money market securities). The Manager reports it is pleased with the portfolio that has been created andbelieves that a number of investments will see uplifts in due course. Furtherinformation on portfolio holdings can be found in the Manager's review. Dividend The Fund is at an early stage in its investment cycle and dividends are largelyderived from interest earned on money market securities. In the medium term, weaim to produce a regular tax-free income stream for shareholders and, as such,we will realise profits for distribution on holdings which we believe havereached a fair value. Due to the early stage of the Fund no interim dividend isproposed. Share Price and Buy-Back Facility Eclipse has a share buy-back facility, proposing to buy-back shares at no morethan a 10% discount to the prevailing NAV. This should assist the marketabilityof the shares and help prevent the shares from trading at a wide discount toNAV. The Fund's mid market share price currently stands at 85p compared to the NAV of94.2p. This is primarily due to the small number of transactions which tookplace when the fund was in a close period and, therefore, unable to utilise itsbuy back facility. Once the close period has ended any shares in the market willbe bought back and cancelled which should narrow the discount to NAV. In the period under review, Eclipse repurchased 12,000 shares at a price of 85p.Shareholders should note that if they sell their shares within three years ofthe original purchase they forfeit any income tax relief obtained. If you needto sell your shares, please contact Octopus Asset Management on 020 7710 2800. VCT Qualifying Status As you may be aware, Eclipse must be 70% invested in qualifying companies by 31May 2007 in order to comply with VCT regulations. At 30 November 2005, Eclipsewas approximately 40% invested (by net asset value) in qualifying holdingsslightly ahead of our target. The Directors will continue to monitor the Fund's progress towards meeting HMRevenue and Customs conditions for VCT approval and have retainedPricewaterhouseCoopers LLP, one of the UK's leading firms of accountants, toadvise in this area. In light of the current deal flow, we are confident thatEclipse will meet the relevant conditions by its deadline of 31 May 2007. Outlook Most of the fundamentals for the UK economy remain favourable. The prospect ofhigher interest rates seems to have receded and inflation and unemploymentremain low, providing a positive environment in which to invest in UK smallercompanies. However, some concerns remain about the general level of consumer debt, whichmay have a dampening effect on the UK economy and some weakness has been seen inconsumer spending. The Manager is conscious of these factors and will continueto be rigorous in its approach to assessing companies. The Manager continues to see a healthy pipeline of investment opportunities andanticipates making several additional investments in the forthcoming months. Christopher Lyttelton Chairman 27 February 2006 Investment Manager's Review Personal Service At Octopus, we pride ourselves not only on our team's track record but also onour personalised customer service. We believe in open communication and ourregular updates are designed to keep you involved and informed. If you have any questions about this review, or if it would help to speak to oneof the fund managers, please do not hesitate to contact us on 020 7710 2800. Introduction We are pleased with the progress made by the Fund since launch. Over the sixmonths to 30 November 2005 the fund invested £5.2 million in 10 companiesbringing the total invested to almost £11.6 million. Qualifying Status VCTs have three years to invest 70% of their money into qualifying companies.We're pleased to say that, as at 30 November 2005, halfway through the threeyear period, Eclipse was 40% invested (by net asset value) in qualifyingcompanies, slightly ahead of our expectations. Review of Investments The Eclipse portfolio comprised 10 AIM listed and 10 unquoted investments at 30November 2005. We expect that approximately 20% of the Fund will be invested inAIM listed companies when the fund is fully invested. Since 30 November 2005the Fund has invested £837,500 in two further investments. Once we have made an investment, we take an active approach in monitoring itsperformance. This includes regular meetings with management teams and, in thecase of most unquoted investments, attending board meetings of the portfoliocompanies. In keeping with our patient and low risk approach, the remainder of the Fund hasbeen earning invested in the money market securities. Portfolio Activity During the period under review, a total of £4.9 million was invested in eightnew companies and a further £300,000 in two follow-on investments. Theseinvestments are discussed below. Lilestone Holdings Ltd Branded consumer goods In September 2005, Eclipse invested £470,000 alongside other Octopus managedfunds and a syndicate of third party investors in the acquisition and funding ofLilestone plc, the holding company for the Myla brand. Myla is a luxury brandselling premium priced lingerie together with bedroom accessories to style andfashion conscious women. Belgravium Technologies plc Information Technology Eclipse invested £45,000 in the AIM flotation of Belgravium in October 2005.Belgravium designs, develops and installs real time data capture systems aimedat the logistics, fuel distribution and airline industries. Abcam plc Healthcare Eclipse invested £89,000 in the AIM flotation of Abcam in October 2005. Abcamis an internet based company focussed on the development and distribution ofhigh quality antibodies to universities, research institutes and pharmaceuticalcompanies. Healthcare Locums plc Recruitment in healthcare industry In November 2005, Eclipse invested £300,000 in the AIM flotation of HealthcareLocums ('HCL'). HCL is a specialist player in the healthcare staffing market,targeting the niche markets for the supply of temporary doctors, GPs, socialworkers and other healthcare professionals. The Kendal Group Ltd Branded consumer goods Eclipse invested £1 million alongside Eclipse VCT 2 in a £1.6 million fundinground for the Kendal Group in November 2005. The majority of the funding isbeing used to support the growth of the swim equipment, swimwear and active wearbrands, Zoggs and PureLime. Plastics Capital Ltd Niche plastics engineering business In November 2005 Eclipse invested £1 million as part of an £11 milliontransaction to support the acquisition of two companies by Plastics Capital.Part of the funding was also provided from Eclipse VCT 2. Plastics Capital wasset up to build a group of niche plastics manufacturing companies, each with astrong market position and good cash generation characteristics. James Harvard International Ltd Recruitment in the pharma and IT sectors Eclipse invested £1 million in November 2005 in James Harvard. This was part ofa £2.5 million investment by Octopus managed funds to support an acquisition inNovember 2005. James Harvard is one of the leading recruitment agencies in thegrowing European clinical trials market. Luther Pendragon Ltd PR services In November 2005, Eclipse invested £1 million as part of a £2 million investmentby Octopus managed funds in the management buy out of Luther Pendragon. Lutherprovides a fully integrated corporate PR service specialising in 'issuesmanagement'. Portfolio Valuation At 30 November 2005, the Fund's unquoted and AIM portfolio comprised 20companies with a total cost of £11.6 million and a value of £11.7 million. TheFund also held £17.3 million in money market securities awaiting investment inqualifying holdings. Top Ten Holdings The Kendal Group Limited The Kendal Group is the holding company for the Zoggs and PureLime brands. Zoggs is a leading swim equipment and swimwear brand, founded in Australia andwell known for its swim goggles and flotation aids. It has recently introducedswimwear to the range. Further information is available at www.zoggs.com PureLime is a ladies fitness and active wear brand, originally from Denmark.Further information is available at www.purelime.com The company has a high proportion of sales through fitness centres and swimmingpool locations and is starting to gain distribution through retail outlets. TheZoggs brand has a significant presence in Australia and plans to grow throughlicensing in other countries. Further information can be found at the company's website,www.thekendalgroup.com Investment date 18 November 2005Equity held 11.5%Cost £1,024,456Valuation £1,024,456Valuation basis Cost (New Investment)Dividends/Interest received during the year NilLast Audited Accounts December 2004Net Assets £1,300,000Profit/(loss) before taxation n/a Gyro Group plc Gyro, which was founded in 1991, provides an integrated suite of marketingservices including brand strategy, direct marketing, web marketing and eventmanagement. The company focuses primarily on technology and financial servicescompanies, and clients include Sony, Sun Microsystems, Orange and Deutsche Bank. Gyro has offices in London, Geneva, Stockholm, Amsterdam, New York and SanFrancisco and has recently opened in Dublin and Hamburg. Revenues have grownfrom £11 million in 2004 to more than £17 million in 2005 and Gyro was rankedthe No.1 B2B agency in the UK in 2005. Further information can be found at the company's website, www.gyrogroup.com. Investment date 10 February 2005Equity held 10.6%Cost £1,000,000Valuation £1,000,000Valuation basis Cost (New Investment)Dividends/Interest received during the year NilLast Audited Accounts October 2004Net Assets £21,000Profit/(loss) before taxation: £707,000 Reading Room Limited Reading Room designs, develops and maintains websites for its clients. Thecompany is known for its integrated approach to digital communications, mediaand marketing and has a broad client base including GlaxoSmithKline, RoyalWorcester Porcelain, Business Links and Cancer Research UK. Reading Room has offices in London, Manchester and Sydney and has increased itsstaffing level from 53 to 83 since our investment. Further information can be found at the company's website www.readingroom.com. Investment date 7 April 2005Equity held 26.7%Cost £1,000,000Valuation £1,000,000Valuation basis Cost (New Investment)Dividends/Interest received during the year NilLast Audited Accounts April 2005Net Assets £1,600,000Profit/(loss) before taxation £80,000 Plastics Capital Limited Plastics Capital was set up to build a group of niche plastics manufacturingcompanies, each with a strong market position and good cash generationcharacteristics. The group currently comprises three separate businesses withfactories located in Knaresborough, Leicester, Dartford and Poole with anaggregate turnover in excess of £15 million. The first company acquired was Bell Plastics, which manufactures plasticmandrels for use in the manufacturing process for high pressure hoses. Ourfunding was used to acquire Trimplex, a company that manufactures creasingmatrices for cardboard box manufacturing, and BNL, which manufactures plasticball bearing components. Investment date 30 November 2005Equity held 11.8%Cost £1,000,000Valuation £1,000,000Valuation basis Cost (New Investment)Dividends/Interest received during the year NilLast Audited Accounts March 2005Net Assets £826,000Profit/(loss) before taxation £68,000 James Harvard International Limited James Harvard is one of the leading recruitment agencies in the growing, butfragmented, European clinical trials market. The funds raised were used toacquire EXCO, thereby extending the range of functional areas covered by JamesHarvard as well as providing access to a broader range of clients. Further information can be found at the company's website www.jamesharvard.com. Investment date 30 November 2005Equity held 10%Cost £1,000,000Valuation £1,000,000Valuation basis Cost (New Investment)Dividends/Interest received during the year NilLast Audited Accounts December 2004Net Assets £550,000Profit/(loss) before taxation n/a Luther Pendragon Limited Luther provides a fully integrated corporate PR service specialising in 'issuesmanagement', which involves developing communications strategies to combat anypotential risks to a client's reputation or to influence public perception toachieve a strategic goal. The company was established in 1992 and has grown to45 partners and staff. The company has a range of public sector and blue chipprivate sector clients from a range of industries. Further information can be found at the company's website www.luther.co.uk. Investment date 30 November 2005Equity held 19.2%Cost £1,000,000Valuation £1,000,000Valuation basis Cost (New Investment)Dividends/Interest received during the year NilLast Audited Accounts December 2004Net Assets £1,500,000Profit/(loss) before taxation £759,000 Covion Limited Covion provides a full range of support services, including cleaning, securityand maintenance work for clients such as LogicaCMG, Sara Lee and AnglianWindows. The company has annualised sales of more than £16 million, making it the fastestgrowing business in the Thames Valley region in 2004 (source: BDO). Covion camefourth in a Fastrak 100 survey of the fastest growing companies in the UK(October 2005) and 39th fastest growing in Europe. Two founder directors, DavidSteventon and Frank Rodrigues have also received an Entrepreneur of the Yearaward sponsored by Ernst & Young. Further information can be found at the company's website www.covion.co.uk. Investment date 27 May 2005Equity held 10.1%Cost £844,083Valuation £844,083Valuation basis Cost (New Investment)Dividends/Interest received during the year NilLast Audited Accounts December 2004Net Assets £728,000Profit/(loss) before taxation £329,000 Cello Group plc Cello Group was created as a vehicle to identify and acquire well-establishedmedia services companies operating in niche markets. In October 2004, thecompany's flotation on AIM raised £15 million in order to acquire threebusinesses and provide working capital. Cello has subsequently made a number offurther acquisitions. Further information can be found at the company's website www.cellogroup.co.uk. Investment date 9 November 2004Equity held 2.3%Cost £750,000Valuation £877,000Valuation basis Bid priceDividends/Interest received during the year NilLast Audited Accounts December 2004Net Assets £33,500,000Profit/(loss) before taxation £1,300,000 The Capital Pub Company 2 plc Capital Pub Company 2 plc is the latest pub investment vehicle set up by DavidBruce, who has a long and successful track record in the brewing and leisureindustry. Bruce has set up and successfully sold a number of similar companies,including the Firkin and Slug and Lettuce chains of pubs. In total, more than £10 million was initially raised for the company which isdeveloping a portfolio of freehold public houses in the Greater London area.These are unbranded, un-themed and have no tie to a particular brewery. To date,seven sites have been acquired and more are in the pipeline. Further information can be found at the company's websitewww.capitalpubcompany2.com. Investment date 31 January and 30 June 2005Equity held 3.8%Cost 599,500Valuation 619,500Valuation basis Latest round of financeDividends/Interest received during the year NilLast Audited Accounts September 05Net Assets £10,500,000Profit/(loss) before taxation £68,000 The Tanfield Group plc Tanfield Holdings supplies assembly and technical engineering services and ownsSmith Electric Vehicles, which manufactures zero emission vehicles for thedairy, airport and delivery markets. Further information can be found at the company's website www.tanfieldgroup.com. Investment date 26 May 2005Equity held 1.3%Cost £500,000Valuation £487,000Valuation basis Bid priceDividends/Interest received during the year NilLast Audited Accounts 31 December 2004Net Assets £5.9 millionProfit/(loss) before taxation £(6 million) Recent Transactions Since the end of the period under review, we have completed two furtherinvestments. Autoclenz Holdings plc Autoclenz, founded in 1990, is the UK's leading provider of valeting services toautomotive retailers, auction houses, rental companies and car supermarkets. Thecompany has recently floated on AIM having previously been a subsidiary of YuleCatto, the chemical company. The fastest growing division of Autoclenz is REACT, a Home Office approvedspecialist cleaning and decontaminating service. REACT carries out work onbehalf of the emergency services, prison service and local authorities. Further information can be found at the company's web site www.autoclenz.co.uk. Red-M Group Limited In December 2005, Eclipse invested £500,000 in Red-M as part of a £4.6 milliondevelopment capital funding round. Red-M provides software products and services for the wireless market anddesigns, deploys and manages wireless networks across the spectrum ofcommercially used radio frequencies for blue chip clients. The company wasformed in April 2005 by the merger of Cellular Design Services (CDS), a wirelessconsulting services provider, and Red-M Communications, a vendor of wirelesssecurity probes and monitoring software. Further information can be found at the company's web site, www.red-m.com. Outlook The challenge for all venture capital funds is to attract a strong flow of goodinvestment opportunities. At Octopus, we have spent a considerable amount of time and effort over the lastfew years in establishing and developing our network of deal introducers. Thenumber and the quality of the investment opportunities we are currently seeingis testament to this hard work and we are confident that we will build anattractive portfolio of investments for Eclipse. We are pleased that, with theincrease in funds under management in Eclipse VCT 2, Eclipse VCT 3 and EclipseVCT 4, we are now able to invest up to £4 million per company. This allows usto invest in later stage and lower risk companies than typical VCTs. If you have any questions on any aspect of your investment, please call one ofthe team on 020 7710 2800. Simon Rogerson Chief Executive Statement of Total Return (incorporating therevenue account)or the six months ended 30 November 2005 6 Months to Period to Period to 30 November 2005 30 November 2004 31 May 2005 (restated)* (restated)* Revenue Capital Total Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Unrealised (loss)/gain on - (279) (279) - 126 126 - 363 363investments Income 463 - 463 298 - 298 901 - 901 Investment management fees (87) (263) (350) (39) (119) (158) (123) (370) (493)Other expenses (184) - (184) (63) - (63) (168) (168) ------- ------- ------- ------ ------ ------ ------ ------ ------Return on ordinary activities 192 (542) (350) 196 7 203 610 (7) 603before taxTax (58) 58 - - - - (115) 70 (45) ------- ------- ------- ------ ------ ------ ------ ------ ------Return on ordinary activities 134 (484) (350) 196 7 203 495 63 558after tax ==== ==== ==== === === === === === ===Return per share 0.4p (1.5)p (1.1)p 1.4p 0.1p 1.5p 2.4p 0.3p 2.7p ==== ==== ==== === === === === === === *Comparative figures have been extracted from the unaudited interim results forthe period ended 30 November 2004 and the statutory accounts for the periodended 31 May 2005 and have been restated in accordance with FRS 21 in respect ofdeclared dividends and FRS 26 in respect of the valuation of quoted investmentsas disclosed in note 2 to the Interim Results. Balance Sheet as at30 November 2005 30 November 2005 30 November 2004 31 May 2005 (restated)* (restated)* £'000 £'000 £'000 Fixed asset investments 11,670 1,116 6,722Current assetsInvestments 16,010 22,171 23,299Debtors 515 72 148Cash 1,328 1,049 167 -------- --------- --------- 17,853 23,292 23,614 Creditors (amounts falling due within one year) (74) (22) (72) -------- --------- ---------Net current assets 17,779 23,270 23,542 -------- --------- ---------Net assets 29,449 24,386 30,264 ===== ===== =====Share capital 3,126 2,470 3,127Share premium - 21,006 26,603Special distributable reserve 26,603 - -Shares awaiting issue - 713 -Capital redemption reserve 4 1 3Capital reserve realised (505) - (300)Capital reserve unrealised 84 8 363Revenue reserve 137 188 468 --------- --------- ---------Total equity shareholders' funds 29,449 24,386 30,264 ===== ===== =====Net asset value per share 94.2p 95.8p 96.8p *Comparative figures have been extracted from the unaudited interim results forthe period ended 30 November 2004 and the statutory accounts for the periodended 31 May 2005 and have been restated in accordance with FRS 21 in respect ofdeclared dividends and FRS 26 in respect of the valuation of quoted investmentsas disclosed in note 2 to the Interim Results. Cash Flow Statement 30 November 2005 30 November 2004 31 May 2005For the six months ended 30 November 2005 £'000 £'000 £'000 Net cash (outflow)/inflow from operating (436) 28 119activities Financial investment (purchase of investments) (5,228) (990) (6,359) --------- --------- ---------Net cash outflow from financial investment (5,228) (990) (6,359) Management of liquid resources decrease/ 7,289 (22,170) (23,299)(increase) in cash deposits Dividends paid - equity (453) - - Financing:Issue of own shares - 24,272 30,802Share issue expenses - (796) (1,069)Purchase of own shares (11) (8) (27)Shares awaiting issue - 713 - --------- --------- ---------Total financing (11) 24,181 29,706 --------- --------- ---------Increase in cash resources 1,161 1,049 167 ===== ===== ===== Reconciliation of operating profit to net cash 30 November 2005 30 November 2004 31 May 2005inflow from operating activities £'000 £'000 £'000Profit on ordinary activities before tax 192 196 610Increase in debtors (366) (72) (148)Increase in creditors 1 22 27Management fees charged to capital account (263) (118) (370) ------- ------- -------Net cash (outflow)/inflow from operating activities (436) 28 119 ==== ==== ==== Notes to the interim results 1. Investment portfolio as at 30 November 2005 Cost Valuation £'000 £'000Unlisted investments:The Kendal Group Ltd 1,024 1,024Plastics Capital Ltd 1,000 1,000Gyro Group plc 1,000 1,000Reading Room Ltd 1,000 1,000James Harvard International Ltd 1,000 1,000Luther Pendragon Ltd 1,000 1,000Covion Ltd 844 844Capital Pubs Company 2 plc 600 620Lilestone Holdings Ltd 470 470TDX Group Ltd 400 400 ------- ------- 8,338 8,358AIM-listed investments:Cello Group plc 750 878Tanfield Group plc 500 488Augean plc 500 403Zetar plc 237 308Healthcare Locums plc 300 300InterQuest plc 341 279fountains plc 240 253Tissue Science Laboratories plc 246 238Abcam plc 89 106Belgravium plc 45 59 ------- ------- 3,248 3,312 ------- -------Total 11,586 11,670 ==== ==== 2. Principal accounting policies The Company is required to comply with a number of new UK Financial ReportingStandards (FRSs) in presenting its financial statements for the year ending 31May 2006. These standards have been introduced as part of the process ofconverging UK standards with International Financial Reporting Standards (IFRS).The financial information provided in the unaudited interim results for thesix months ended 30 November 2005 has been prepared on a consistent basis withthe accounting policies as disclosed in the Company's annual report and accountsfor the period ended 31 May 2005 except for such changes as are required by thenew FRSs. These changes arise from the adoption of FRS 21 "Events after theBalance Sheet Date" and FRS 26 "Financial Instruments: Measurement". The nature and effect of these changes are explained below and the comparativefigures for the period ended 30 November 2004 and the year ended 31 May 2005have been restated accordingly. Under FRS 21, dividends to shareholders are accounted for in the period in whichthe company is liable to pay them rather than in the period in respect of whichthey are declared. Therefore, the dividend of £453,000 that was shown asproposed in the 2005 Annual Report and Accounts has been added back to theprofit and loss account and deducted from creditors in the comparative figuresfor the period ended 31 May 2005, and has been recognised as paid in the sixmonths ended 30 November 2005. Under FRS 26, quoted investments are valued at bid price rather than mid-marketprice. The effect of this is to decrease the valuations at which suchinvestments are stated in the balance sheet and to decrease the unrealised gainson investments shown in the capital column of the statement of total return.This change resulted in reductions of £11,000 and £100,000 in the valuation offixed asset investments at 30 November 2004 and 31 May 2005 respectively and acorresponding decrease in the unrealised capital reserve at those dates. The restatements described above have a consequential effect on the net assetsand net asset values per share, as previously stated, which have been reduced by£10,000 (0.1 pence) at 30 November 2004 and increased by £353,000 (1.2 pence) at31 May 2005. The unaudited interim results for the six months ended 30 November 2005 and theperiod ended 30 November 2004 do not constitute statutory accounts within themeaning of Section 240 of the Companies Act 1985 and have not been delivered tothe Registrar of Companies. The comparative figures for the period ended 31 May2005 have been extracted, before restatement, from the audited financialstatements for that year, which have been delivered to the Registrar ofCompanies. The independent auditors' report on those financial statements underSection 235 of the Companies Act 1985 was unqualified. 3. The calculation of the revenue and capital return per share is based onthe return on ordinary activities after tax for the period and on 31,264,560ordinary shares, being the weighted average number of shares in issue during theperiod from 1 June 2005 to 30 November 2005. (November 2004: 13,629,300 and May2005: 20,396,980). 4. The calculation of net asset value per share is based on the net assetsat 30 November 2005 and on 31,256,780 (November 2004: 24,704,107 and May 2005:31,268,780) being the number of shares in issue at the same date. It should benoted that the value of shares awaiting issue are excluded from thiscalculation. 5. Debtors £'000Prepayments 8Accrued Income 507 515 Accrued income comprises interest earned but not yet received on bondsand floating rate notes. 6. Revenue Reserve £'000Revenue reserve at 31 May 2005 as previously 15statedAdjustment for dividend under FRS 21 453Revenue reserve at 31 May 2005 as restated 468 Dividend paid (453)Revenue return for six months ended 30 November 1342005 Purchase of own shares (12)Revenue reserve at 30 November 2005 137 7. Copies of this statement are being sent to all shareholders. Copies areavailable from the registered office of the Company at 8 Angel Court, London,ECR2 7HP. This information is provided by RNS The company news service from the London Stock Exchange

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