21st Nov 2006 16:38
Crown Place VCT PLC21 November 2006 21 November 2006 CROWN PLACE VCT PLC Preliminary announcement of final results for the six months ended 31 August2006. Crown Place VCT PLC ("the Company"), managed by Close Ventures Limited, todayannounces the preliminary results for the six months ended 31 August 2006. Theannouncement has been approved by the Board of Directors on 21 November 2006. Financial Highlights Shareholder value since launchPrevious holders of shares Proforma (i) Proforma (i) Crown Placein: Murray VCT Murray VCT 2 VCT PLC * PLC PLCDividends per share paid to 31 August 2006 (pence pershare) (ii) 31.36 31.91 25.93 Net asset value (pence per share) as at 31 August2006 (i) 31.32 37.44 44.00 ----------- ----------- ---------- 62.68 69.35 69.93 ----------- ----------- ---------- (i) The proforma shareholder value is based on the dividends paid to 31 August2006 for a share, with a pro-rata net asset value per share based upon theproportion of shares received by Murray VCT PLC (now renamed CP1 VCT PLC) andMurray VCT 2 PLC (now renamed CP2 VCT PLC) shareholders at the time of themerger. (ii) Prior to 6 April 1999, venture capital trusts were able to add 20% todividends, and figures for the period until 6 April 1999 are included at thegross equivalent rate actually paid to shareholders. * Formerly Murray VCT 3 PLC In addition to the dividends paid above, the Company paid a dividend of 1.25pence per Crown Place VCT PLC share on 22 September 2006. The Directors havealso declared a second dividend of 1.25 pence per Crown Place VCT PLC share,subject to approval from HM Revenue & Customs, (comprising 0.8 pence per sharefrom revenue and 0.45 pence per share paid out of realised capital gains). Therecord date and payment date of this dividend will be announced on the LondonStock Exchange RNS Service. For further information, please contact: Patrick Reeve/ Emil Gigov Clemmie CarrClose Ventures Limited Tavistock CommunicationsTel: 020 7422 7830 Tel: 020 7920 3150 07788 971 403 www.closeventures.co.uk CHAIRMAN'S STATEMENT Overview I am pleased to report an increase in the Company's net asset value to 44.0pence per share as at 31 August 2006, compared to 43.0 pence per share reportedas at 28 February 2006. The Company reports a revenue profit after tax for thesix month period of £796,000 and a capital loss of £107,000 which combinedrepresents the total profit for the period of £689,000 or 0.85 pence per share.The revenue profit reflects the Company's strategy of concentrating asubstantial portion of the portfolio in investments which provide an incomereturn to the Company and which should therefore improve the predictability ofdividends to shareholders. Shareholders should note that following the merger of CP1 VCT PLC (formerlyMurray VCT PLC), CP2 VCT PLC (formerly Murray VCT 2 PLC) and Crown Place VCT PLC(formerly Murray VCT 3 PLC) on 13th January 2006, the accounts reflect the consolidated position of the merged entities, while the comparative figures for the six month period to 31 August 2005 relate to Murray VCT 3 PLC prior to the merger and renaming of the fund to Crown Place VCT PLC. The merger has resulted in a reduction in the running costs of the enlarged Company and will continue to have a positive effect on the results of future periods. As announced in the annual report, the Board has decided to change theaccounting year end from 28 February to 30 June. The next period end will be 30June 2007 with a second interim report due for the four month period ending 31December 2006. Portfolio review The value of the AIM portfolio increased in the period. In particular, the shareprices of Tanfield Group PLC and Dobbies Garden Centres PLC had a strongincrease. In the unquoted portfolio, House of Dorchester Ltd has traded well in theperiod, securing strong sales for the Christmas trading season, whileLowcosttravelgroup Ltd, the provider of online travel services, has seenspectacular growth since our investment in September of last year. In addition,Citel PLC floated on AIM in July 2006. The Company also benefited from strong income from interest and redemptionpremium receipts. Against this positive performance, disappointing trading atUnique Communications and J&S Marine has resulted in a reduction of the carryingvalue of these investments, and contributed to the slight decrease in theoverall valuation of the unquoted investment portfolio. New investments During the period the Company made 8 investments totalling £1.9 million, asdescribed below. Shareholders requiring detailed information on the individualcompanies are advised to visit the Manager's website (www.closeventures.co.uk)and the individual portfolio company websites, where available. The investmentsmade in the period were: • A further investment of £625,000 in The Rutland Pub Company Limited to facilitate the acquisition of two further pubs (www.rutlandpubco.net); • A further investment of £500,000 in The Crown Hotel Harrogate Limited; • A £410,000 investment in Blackbay Limited, a provider of technology and services allowing mobile workers, such as delivery drivers and field engineers, to connect to their central IT systems in real time. ( www.blackbay.com); • A further investment of £130,000 in Churchill Taverns Limited, a pub operator; • An investment of £110,000 in Dexela Limited, a company developing accurate and sensitive 3-D breast imaging methods for the early detection of breast cancer (www.dexela.co.uk); • A £50,000 investment in Evolutions Television Limited, a television post production business servicing a broad range of TV production companies and operating from its own freehold premises north of Oxford Street in London; • A further investment of £41,000 in Tower Bridge Health Clubs Limited, a health and fitness club adjacent to Tower Bridge on London's South Bank, offering a gym, swimming pool, indoor golf centre, hair and beauty clinic and a medical centre (www.thirtysevendegrees.co.uk); • A further investment of £34,250 in Palm Tree Technology PLC, which offers solutions in security, digital rights management, multimedia compression and identity theft protection (www.palmtreetechnology.com). Following the period end the Company invested £210,000 in Helveta Limited, acompany enabling sustainable forestry management of the world's tropicalhardwood resources through the provision of seamless traceability, improvedproduction efficiency and compliance checking across extended supply chains (www.helveta.com). Disposals During the period approximately £3.25 million of proceeds were received from thefull exit of GW1016 Limited, Inhoco 3106 Limited and Sequoia Limited, and thepartial exit of the following investments: Clamonta Limited, ELE AdvancedTechnologies Limited, Enterprise Foods Limited and First Line Limited. Followingthe period end, your Company sold its investment in Heathcote RestaurantsLimited. Bank guarantees Following the period end, the bank guarantees provided by the Company to securethe bank facilities of two investee companies were called. The guarantees weregiven by the Company prior to the appointment of Close Ventures Limited and werefully provided for, as shown on the balance sheet as at 31 August 2006. TheCompany has not given any other bank guarantees or made similar commitments. Dividends and dividend policy In my last report, I announced the Board's intention to pay three dividends inthe period 1 March 2006 to 30 June 2007. The first dividend of 1.25 pence pershare was paid on 22 September 2006. A second dividend of 1.25 pence per shareis expected to be paid to shareholders in January 2007. This comprises 0.8 penceper share revenue dividend and 0.45 pence per share paid out of realised capitalgains. A third dividend, the amount of which is yet to be determined, isanticipated in the spring of 2007. All dividends are subject to HM Revenue &Customs approval, and the record date and dividend payment date will beannounced on the London Stock Exchange RNS service as soon as clearance has beenobtained from HM Revenue & Customs. Buy back policy It is the Company's policy to continue to buy back shares in the market, subjectto the overall constraint of ensuring that such purchases are in the Company'sinterest, including the maintenance of sufficient resources for investment inexisting and new investee companies. The Board believes that this policyimproves liquidity in the shares and has the effect of reducing the discountbetween the market price and the net asset value, and thus is to the benefit ofshareholders as a whole. During the period, approximately 1.7m Ordinary Shareswere bought back by the Company. These shares are held in Treasury and may bere-issued at a later date. The total number of Ordinary Shares held in Treasuryat the period end was 6,472,653. Outlook The portfolio rationalisation since Close Ventures Limited was appointed Managerin April 2005 continues. The majority of investments made by Close VenturesLimited to date are performing in accordance with expectations and the Boardremains positive about the future prospects of the Company. Geoffrey VeroDirector21 November 2006 Consolidated Income Statement for the six months ended 31 August 2006 Six months to 31 August 2006 Six months to 31 August 2005 Year ended 28 February 2006 (unaudited) (unaudited) (audited) ----------- --------------- -------------- Revenue Capital Total Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 --------- ------- ------ ------- ------ ------ ------- ------ ------ Investment income and depositinterest 1,168 - 1,168 658 - 658 1,073 - 1,073 ------- ------ ------- ------ ------ ------- ------ ------ ------ Investmentmanagementfees (90) (272) (362) (30) (90) (120) (160) (481) (641) ------- ------ ------- ------ ------ ------- ------ ----- ------ Other expenses (193) 24 (169) (156) - (156) (351) (955) (1,306) Non-recurringoperatingexpenses (4) - (4) (1,468) - (1,468) (749) - (749) ------- ------- ------ ------ ------- ------ ------ ------- ------ Operatingprofit/(loss) 881 (248) 633 (996) (90) (1,086) (187) (1,436) (1,623) ------- ------ ------- ------ ------ ------- ------ ------- ------ Profit oninvestments - 56 56 - 500 500 - 2,504 2,504 ------- ------ ------ ------- ------ ------ ------- ------ ------- Profit/(loss)beforetaxation 881 (192) 689 (996) 410 (586) (187) 1,068 881 ------- ------ ------- ------ ------ ------- ------ ------ ------ Taxation (85) 85 - - - - 42 - 42 ------- ------ ------ ------- ------ ------ ------- ------ ------Profit/(loss)for the period 796 (107) 689 (996) 410 (586) (145) 1,068 923 ------- ------ ------ ------- ------ ------ ------- ------ ------ Basic anddilutedreturnper Ordinary share (pence) 0.85 (1.50) 2.03 ------- ------ ------- The total column of this statement represents the Group's income statement,prepared in accordance with International Financial Reporting Standards("IFRS"). The supplementary revenue and capital reserve columns are preparedunder guidance published by the Association of Investment Companies. The consolidated income statement includes the results of the subsidiaries CP1VCT PLC and CP2 VCT PLC following the merger. The profit/ (loss) for the six months to 31 August 2005 was for the Company,prior to the merger with CP1 VCT PLC and CP2 VCT PLC. The profit/ (loss) for theyear ended 28 February 2006 includes results from the subsidiaries CP1 VCT PLCand CP2 VCT PLC from the date of merger on 13 January 2006. Consolidated Balance Sheet as at 31 August 2006 31 August 2006 31 August 2005 28 February 2006 (unaudited) (unaudited) (audited) £'000 £'000 £'000Non-current assetsInvestments 28,929 13,053 30,969 Current assetsTrade and other receivables 1,548 403 1,496Cash and cash equivalents 6,522 3,812 4,846 ------ ----- ------ 8,070 4,215 6,342 Total assets 36,999 17,268 37,311 Current liabilitiesTrade and other payables (325) (353) (694) Total assets less currentliabilities 36,674 16,915 36,617 ------ ------ ------- Non-current liabilitiesProvision for bankguarantees (1,662) (171) (1,662) ------ ---- ------ Total liabilities (1,987) (524) (2,356) ------ --- ------ Net assets 35,012 16,744 34,955 ------ ------ ------- Equity attributable to equityshareholdersOrdinary share capital 8,610 3,995 8,610Share premium 14,422 - 14,422Capital redemptionreserve 250 250 250Own shares held (2,540) - (1,908)Retained earnings 14,270 12,499 13,581 ------- ------ ------- Equity 35,012 16,744 34,955 ------- ------ -------Net asset value perOrdinary share (excluding treasury shares) 44.0p 41.9p 43.0p ------- ------ ------- The consolidated financial statements have been prepared in accordance withInternational Financial Reporting Standards ('IFRS'). The consolidated balance sheets as at 31 August 2006 and 28 February 2006include the results of the subsidiaries CP1 VCT PLC and CP2 VCT PLC following the merger on 13 January 2006. The balance sheet as at 31 August 2005 was for the Company prior to the mergerwith CP1 VCT PLC and CP2 VCT PLC. Company Balance Sheet as at 31 August 2006 31 August 2006 31 August 2005 28 February 2006 (unaudited) (unaudited) (audited) £'000 £'000 £'000Fixed assets Fixed asset investments 28,929 13,053 30,969 Investment in subsidiaryundertakings 17,851 - 17,506 ------ ----- ------ 46,780 13,053 48,475 Current assetsDebtors 667 403 806Cash at bank 3,155 3,812 1,327 ------ ----- ------ 3,822 4,215 2,133 Total assets 50,602 17,268 50,608 Creditors : amounts falling duewithin one year (15,003) (353) (15,066) ------ ----- ------ Total assets less currentliabilities 35,599 16,915 35,542 Provision for bankguarantees (587) (171) (587) ------ ----- ------ Total liabilities (15,590) (524) (15,653) ------ ----- ------ Net assets 35,012 16,744 34,955 ------ ----- ------ Capital and reservesCalled up share capital 8,610 3,995 8,610Share premium 14,422 - 14,422Capital redemptionreserve 250 250 250Own shares held (2,540) - (1,908)Retained earnings 14,270 12,499 13,581 ------ ----- ------ Equity shareholders' funds 35,012 16,744 34,955 ------ ----- ------ Net asset value perOrdinary share (excluding treasury shares) 44.0p 41.9p 43.0p ------ ----- ------ The Company Balance sheet has been prepared in accordance with UK GAAP. Consolidated Statement of Changes in Equity for the six months ended 31 August 2006 (unaudited) -------------- ------- ------- -------- -------- ------- ------- ------- Ordinary Share Revaluation Capital Own Retained Total share premium reserve redemption shares earnings capital reserve held £'000 £'000 £'000 £'000 £'000 £'000 £'000As at 28February 2006 8,610 14,422 - 250 (1,908) 13,581 34,955 Net profit for the period - - - - - 689 689Costs oftreasurysharesrepurchased - - - - (632) - (632) ------- ------- -------- -------- ------- ------- ------- As at 31August 2006 8,610 14,422 - 250 (2,540) 14,270 35,012 ======= ======= ======== ======== ======= ======= ======= As at 28February 2005(restated) 3,995 - (15,287) 250 - 28,389 17,347 Adjustment inrespect of IAS39 - - - - - (17) (17) Reclassification of revaluationreserve - - 15,287 - - (15,287) - ------- ------- -------- -------- ------- ------- -------As at 1 March2005 (restatedand adjusted) 3,995 - - 250 - 13,085 17,330 Net loss forthe period - - - - - (586) (586) ------- ------- -------- -------- ------- ------- -------As at 31August 2005 3,995 - - 250 - 12,499 16,744 ======= ======= ======== ======== ======= ======= ======= As at 28February 2005(restated) 3,995 - (15,287) 250 - 28,389 17,347Adjustment inrespect of IAS39 - - - - - (17) (17)Revised adjustment inrespect of IAS 39 - - - - - (27) (27)Reclassification of revaluationreserve - - 15,287 - - (15,287) - ------- ------- -------- -------- ------- ------- -------As at 1 March2005 (restatedand adjusted) 3,995 - - 250 - 13,058 17,303 Net profit forthe year - - - - - 923 923 Costs oftreasurysharesrepurchased - - - - (1,908) - (1,908) Shares issuedin year 4,615 14,422 - - - - 19,037Dividends paidin year - - - - - (400) (400) ------- ------- -------- -------- ------- ------- -------As at 28February 2006 8,610 14,422 - 250 (1,908) 13,581 34,955 ======= ======= ======== ======== ======= ======= ======= The consolidated financial statements have been prepared in accordance withInternational Financial Reporting Standards ('IFRS'). Consolidated Cash Flow Statement for the six months to 31 August 2006 ------------ ----------- ----------- Six months to Six months to Year ended 31 August 2006 31 August 2005 28 February (unaudited) (unaudited) 2006 (audited) £'000 £'000 £'000 ------------ ----------- -----------Cash flows from operatingactivities Investmentincome received 1,162 535 1,087Deposit interestreceived 115 14 30Investment managementfees paid (646) (107) (694)Secretarial fees paid (36) (20) (91)Other cash payments (320) (765) (1,324) ------------ ----------- -----------Cash generated/(expended) fromoperations 275 (343) (992) Tax recovered 1,431 78 90 ------------ ----------- ----------- Net cash flows from/(used in)operating activities 1,706 (265) (902) Cash flows from investing activities Purchases of investments (2,094) (605) (2,169)Sales of investments 4,122 4,608 6,349Payment to solicitors re loanguarantees (1,406) - - ------------ ----------- ----------- Net cash flows from investingactivities 622 4,003 4,180 --- --- ---Cash flows from financing activities Equity dividends paid - - (400)Cash acquired from subsidiariesat date of merger - - 3,791Repurchase of Ordinary shares - (140) (140)Purchase of Ordinary shares fortreasury (652) - (1,897) ------------ ----------- ----------- Net cash flows (used in)/fromfinancing activities (652) (140) 1,354 Increase in cash and cashequivalents 1,676 3,598 4,632 ------------ ----------- ----------- Cash and cash equivalents atstart of period 4,846 214 214 ------------ ----------- -----------Cash and cash equivalents atend of period 6,522 3,812 4,846---------------------- ------------ ----------- ----------- The consolidated financial statements have been prepared in accordance withInternational Financial Reporting Standards ('IFRS'). The consolidated cash flow statements for the six months to 31 August 2006 andthe year ended 28 February 2006 include the transactions of the subsidiaries CP1VCT PLC and CP2 VCT PLC from the date merger on 13 January 2006. The cash flow statement for the six months to 31 August 2005 was for the Companyprior to the merger with CP1 VCT PLC and CP2 VCT PLC. Notes to the announcement 1. Details about the Investment Manager Crown Place VCT PLC is managed by Close Ventures Limited. Close Ventures Limitedis a subsidiary of Close Brothers Group plc and is authorised and regulated bythe Financial Services Authority. 2. Statutory accounts The financial information set out in the announcement does not constitute theCompany's statutory accounts for the periods ended 31 August 2006 and 31 August2005, as defined in Section 240 of the Companies Act 1985. Statutory accounts for the year ended 28 February 2006 have been delivered tothe Registrar of Companies. The Auditors have reported on those accounts; theirreport was unqualified and did not contain statements under section 237(2) or(3) of the Companies Act 1985. Whilst the financial information included in this preliminary announcement hasbeen computed in accordance with International Financial Reporting Standards(IFRSs), this announcement does not itself contain sufficient information tocomply with IFRSs. The Company expects to publish full financial statementsthat comply with IFRSs within the next two weeks. 3. Accounting policies The accounts have been prepared on the basis of the accounting policies set outin the latest annual report for the year ended 28 February 2006. 4. Basic and diluted return per share Return per share has been calculated on 80,824,690 Ordinary shares (2005:39,952,670) being the weighted average number of shares in issue in the period(excluding Treasury shares). There are no convertible instruments, derivatives or contingent share agreementsin issue for the Company hence there are no dilution effects to the return pershare. The basic return per share is therefore the same as the diluted returnper share. 5. Net asset value The net asset value per share is based on net assets of £35,012,000 and on79,627,220 Ordinary shares being the number of Ordinary shares in issue(excluding Treasury shares) at the period end. 6. Contingencies After the period end, the Company met its obligations to make payments under bank guarantees to the value of £1.4 million. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Albion Crown