REG - Triple Point Inc VCT - Final Results <Origin Href="QuoteRef">TPV1.L</Origin> - Part 1
RNS Number : 7837ATriple Point Income VCT PLC09 June 2016Triple Point Income VCT plc
Final Results
Triple Point Income VCT plc managed by Triple Point Investment Management LLP today announces the final results for the year ended 31 March 2016.
These results were approved by the Board of Directors on 9 June 2016.
You may view the Annual Report in due course on the Triple Point website www.triplepoint.co.uk
Financial Summary
Year ended 31 March 2016
Year ended 31 March 2015
Ord. Shares
A Shares
C Shares
D Shares
Total
Ord. Shares
A Shares
C Shares
D Shares
Total
Net assets '000
13,175
2,118
14,118
13,875
43,286
16,649
4,465
13,409
5,198
39,721
Net asset value per share
67.69p
41.28p
105.03p
101.26p
n/a
85.49p
87.01p
99.76p
98.15p
n/a
Net profit/(loss) before tax '000
729
(39)
807
377
1,874
1,327
576
127
(9)
2,021
Dividend paid
(21.45p)
(45.00p)
-
-
n/a
-
(6.20p)
-
-
n/a
Earnings/(loss) per share
3.64p
(0.72p)
5.27p
2.19p
n/a
6.34p
11.06p
0.78p
(0.72p)
n/a
Triple Point Income VCT plc ("the Company") is a Venture Capital Trust ("VCT"). The Investment Manager is Triple Point Investment Management LLP ("TPIM" or "Triple Point").
Ordinary Shares: these are held by the shareholders that were in the Company prior to the merger on 21 November 2012; and by former TP70 2008(II) VCT plc shareholders; and shares that were held by the B Ordinary Shareholders which were converted to Ordinary Shares on 31 October 2013.
A Ordinary Shares: these are held by the former TP12(I) VCT plc shareholders prior to the merger on 21 November 2012.
C Ordinary Shares: these are the shares issued in the Offer that closed on 27 May 2014. A total of 14.0 million was raised and 13,441,438 C Shares were issued.
D Ordinary Shares: these are the shares issued in the Offer that closed on 30 April 2015. A total of 14.3 million was raised and 13,701,636 D Shares were issued.
The Strategic Report on pages 2 to 20, the Directors' Report on pages 21 to 30 and the Directors' Remuneration Report on pages 31 to 33 have each been drawn up in accordance with the requirements of English law and liability in respect thereof is also governed by English law. In particular, the responsibility of the Directors for these reports is owed solely to Triple Point Income VCT plc.
The Directors submit to the members their Annual Report and Financial Statements for the Company for the year ended 31 March 2016.
Strategic Report
The Strategic Report, on pages 2 to 20, has been prepared in accordance with the requirements of section 414c of the Companies Act 2006. Its purpose is to inform the members of the Company and help them to assess how the Directors have performed their duty to promote the success of the Company, in accordance with section 172 of the Companies Act 2006.
Chairman's Statement
I am writing to present the Financial Statements for Triple Point Income VCT plc ("the Company") for the year ended 31 March 2016. During the year the Company has made progress with investing funds raised through last year's D Share Class Offer.
Investment Portfolio
The Company's funds at 31 March 2016 are 98% invested in a portfolio of VCT qualifying and non-qualifying unquoted investments. It continues to meet the condition that 70% of funds must be invested in VCT qualifying investments within three years. At 31 March 2016 qualifying investments represented 74% of the total Investment Portfolio and 84.61% of the funds that are required to meet that condition.
The Investment Manager's review on pages 11 to 13 gives an update on the portfolio which includes companies in the renewable electricity and cinema digitisation sectors.
Ordinary Share Class and A Share Class
In June 2015, the Ordinary share class and the A share class disposed of their portfolios of investments in solar PV companies for proceeds consistent with the higher valuation attributed to the companies in the prior year.
In June 2015, the Company completed the sale of its investments in three Anaerobic Digestion companies for 4.8 million resulting in an up-lift to the valuation of 0.6 million equivalent to 2.75p per Ordinary Share and 1.76p per A Share.
Ordinary Share Class
Part of the proceeds of the disposals referred to above was re-invested with 1.6 million invested into a company in the hydro electric power sector, 2.2 million invested into a company in energy generation and infrastructure and 0.5 million into an SME lending company. The remainder of the proceeds were returned to shareholders in the form of a dividend of 3,203,618 equivalent to 16.45p per share paid on 18 December 2015. Another dividend was paid on 24 July 2015 of 5p per share, equivalent to 973,744.
The Ordinary Share Class has recorded a profit over the year of 3.64p per share. As at 31 March 2016 the net asset value stood at 67.69p per share. Adding back the total dividends of 25.56p paid to Ordinary Class Shareholders takes the total return including net asset value to 93.25p per share, which compares to a weighted average share price at acquisition or conversion of 83.6p.
A Share Class
Two dividends were paid to the A Class Shareholders during the period. On 24 July 2015 256,568 was paid, equivalent to 5p per share and on 21 August 2015 2,052,541 was paid, equivalent to 40p per share. The second dividend was a return to shareholders of funds received from the disposals.
The A Share Class has recorded a small loss over the year of 0.72p per share. After the above realisations the A Share Fund has a portfolio of three investments, two in landfill gas and one in an SME Lending company made in January 2016. The loss reported is mainly as a result of the downward valuation of an investment in a landfill gas company which is described on page 11. As at 31 March 2016 the net asset value stood at 41.28p per share. Adding back the dividends paid to A Class Shareholders of 56.2p per share takes the total return including net asset value to 97.48p per share, which compares to a weighted average share price at conversion of 86.4p.
C Share Class
The C Share Class has invested 10.4 million directly into companies in the hydro electric power sector and 3.7 million into companies providing funding to the hydro electric power sector.
The C Share Fund has recorded a profit over the year of 5.27p per share. At 31 March 2016 the net asset value stood at 105.03p per share.
The Board has resolved to pay the first dividend to C Class Shareholders of 672,072 equal to 5p per share which will be paid on 8 July 2016 to shareholders on the register on 24 June 2016.
D Share Class
Last year shareholders approved the proposal for a new share class. The Offer closed on 30 April 2015 with a total of 13,701,636 D Shares being issued and 14.3 million of funds raised.
The D Share Class has invested 11.1 million directly into companies in the hydro electric power sector, 1.2 million into companies providing funding in the hydro electric power sector and 0.8 million into an SME funding company.
The D Share Fund has recorded a profit over the year of 2.19p per share. At 31 March 2016 the net asset value stood at 101.26p per share.
Risks
The Board believes that the principal risks currently facing the Company are:
investment risk associated with holding VCT qualifying investments;
risk of failure to maintain approval as a VCT;
risk of ability to return funds to investors in line with expectations.
The Board and the Investment Manager continue to work to minimise the likelihood and the potential impact of these risks.
Outlook
The coming year will see the Company and the Investment Manager continue to monitor the performance of the Ordinary and A Share portfolios and where appropriate seeking exits.
The Company's focus on the C and D Share Class investments in the hydro electric power sector will be on the operation of completed sites and progress of those under construction.
If you have any questions or comments, please do not hesitate to contact Triple Point on 020 7201 8989.
David Frank
Chairman
9 June 2016
Strategic Report - Company Strategy and Business Model
The Directors assess the Company's success in meeting its objectives in relation to returns, stability, VCT qualification and, ultimately, exit.
Performance Update
Although each Share Class follows the same investment strategy overall the Company's execution of the strategy varies for each Share Class and therefore the returns may vary.
The Company targets returns for the Ordinary Share Class of 8% to 10% pa including the benefit of tax relief. At a weighted average share price at acquisition or conversion of 83.6p using an 8% return this is broadly equivalent to a total target return to investors in 2018 of 90.4p. This compares to a net asset value per share for the Ordinary Share Class at 31 March 2016 of 67.69p which together with dividend payments of 25.56p, brings the total return at 31 March 2016 to 93.25p. The Ordinary Share Class has exceeded the minimum targeted return.
The net asset value per share for the A Share Class at 31 March 2016 stood at 41.28p which together with a dividend payment of 56.20p brings the total return at 31 March 2016 to 97.48p. At launch TP12 (I) VCT plc targeted a return of 9% to 12%. On a weighted average share price at conversion of 86.4p using a 9% return this broadly equates to a total target return to investors in 2017 of 97.6p.
The net asset value per share for the C Share Class at 31 March 2016 stood at 105.03p. The target for the C Share Class is to pay dividends of 5p per share from 2016 for four years, followed by a partial realisation targeted to be 50p after five years, and an ongoing dividend yield of 7% per annum of net asset value for a further nine years. The Company is meeting these objectives and declaring its first dividend to be paid this year.
The net asset value per share for the D Share Class at 31 March 2016 stood at 101.26p. The target for the D Share Class is to pay dividends of 5p per share from 2017 for four years, followed by a partial realisation targeted to be 50p after five years, and an ongoing dividend yield of 7% per annum of net asset value for a further nine years.
The Board and the Investment Manager are both committed to ensuring that returns on the investment portfolio are optimised and that the VCT remains fully invested and continues to be managed in line with the Company's investment strategy and risk profile.
The Company's objective has been to build a portfolio of investments which target capital preservation. The Company's qualifying and non-qualifying investments are meeting this objective overall.
A review of the performance of the Company's investments during the financial year, the position of the Company at the year end and the outlook for the coming year is contained within the Chairman's statement on pages 2 to 3 and the Investment Manager's Review on pages 11 to 13.
Dividend Policy
Generally, a VCT must distribute by way of dividend such amounts to ensure that it retains not more than 15% of its income from shares and securities. The Directors aim to maximise tax free distributions to shareholders of income or realised gains. It is envisaged that the Company will distribute most of its net income each year by way of dividend, subject to liquidity.
Investment Policy
The Company's Investment Policy as set out in the prospectuses circulated to shareholders is set out below.
At least 70% of the Company's net assets will be invested in unquoted companies. The remaining assets will be exposed either to (i) cash or similar cash-based liquid investments or (ii) investments originated in line with the Company's VCT qualifying investment policy.
To comply with VCT Rules, the Company seeks to acquire (and subsequently maintain) a portfolio of VCT qualifying company investments equivalent to a minimum of 70% of the value of its investments over a period not exceeding three years. These VCT qualifying investments are typically in investments ranging between 500,000 and 5,000,000 and encompass businesses with cash generative ability, arising from a niche position or the market in which they operate. No single investment by the Company represents more than 15% of the aggregate value of all the investments of the Company at the time any investment is made or added to. It is possible that investments may be made in more than one company in the same sector.
In seeking to achieve its objectives, the Company invests on the basis of the following conservative principles:
(a) TPIM seeks investments where robust due diligence has been undertaken;
(b) TPIM favours investments where there is a high level of access to material financial and other information on an ongoing basis (as a condition for investing in a company, the Company may nominate directors to the boards of investee companies);
(c) TPIM seeks to minimise the risk of losses when investing through careful analysis of the collateral available to investee companies;
(d) TPIM targets investments where there is a strong relationship with the key decision makers.
Qualifying Investments
The Company pursues investments in a range of sectors that meet its investment criteria. The objective is to build a diversified portfolio of unquoted companies which are cash generative and, therefore, capable of producing predictable income for the Company prior to their realisation or exit.
Although investments may be sought in a range of diverse industries, the Company's portfolio will comprise companies with certain characteristics, for example clear commercial and financial objectives, strong contractual customer relationships and, where possible, tangible assets with value. The Company focuses on identifying businesses typically with predictable revenues from a high-quality customer base. Businesses with assets providing valuable security may also be considered. The objective is to reduce the risk of capital value volatility by selecting businesses with stable valuation characteristics and to provide investors with an attractive income stream.
The criteria against which investment targets are assessed will include the following:
(a) an attractive valuation at the time of the investment;
(b) managed risk of capital losses;
(c) predictability and reliability of the company's cash flows;
(d) the quality of the business's counterparties, suppliers and market position;
(e) the sector in which the business is active. The Company will focus on sectors where its capital can be used to create growth but not where returns are speculative. Key target sectors include energy, entertainment and social enterprise;
(f) the quality of the company's assets;
(g) the opportunity to structure an investment that can produce distributable income;
(h) the prospect of achieving an exit or refinancing after 5 years.
Non-Qualifying Investments
The non-qualifying investments consist of cash, cash-based similar liquid investments and investments of a similar profile to the qualifying investments with an expected realisation date which meets the liquidity requirements of the VCT.
Borrowing Powers
The Company has utilised direct borrowing as a strategy to manage short term liquidity. To the extent that borrowing is required, the Directors will restrict the borrowings of the Company and exercise all voting and other rights or powers of control over its subsidiary undertakings (if any) to ensure that the aggregate amount of money borrowed by the group, being the Company and any subsidiary undertakings for the time being, (excluding intra-group borrowings), shall not without the previous sanction of an ordinary resolution of the Company exceed 30% of its net asset value at the time of any borrowing. The Company does not intend to utilise borrowing as a strategy for enhancing returns.
The above Investment Policy does not take into account the changes to the VCT rules relating to non qualifying investments that took effect on 6 April 2016. The Investment Manager will make sure that all non qualifying investments made after that date meet the new requirements.
Investment classification for the Ordinary Share Class by asset value and sector value are shown below:
Investment Portfolio - Ordinary Share Class
Qualifying Investments 85%
Non Qualifying Investments 12%
Cash 3%
Qualifying Investments by Sector - Ordinary Share Class
Hydro Electric Power 34%
Cinema Digitisation30%
Energy Generation and Infrastructure 20%
Solar PV 16%
Investment classification for the A Share Class by asset value and sector value are shown below:
Investment Portfolio - A Share Class
Qualifying Investments 44%
Non Qualifying Investments 52%
Cash 4%
Qualifying Investments by Sector - A Share Class
At 31 March 2016 all the A Share Class Qualifying Investments were in Landfill Gas.
Investment Portfolio - C Share Class
Qualifying Investments 68%
Non Qualifying Investments 30%
Cash2%
Qualifying Investments by Sector- C Share Class
At 31 March 2016 all the C Share Class Qualifying Investments were in Hydro Electric Power.
Investment Portfolio - D Share Class
Qualifying Investments 75%
Non Qualifying Investments 22%
Cash 3%
Qualifying Investments by Sector - D Share Class
At 31 March 2016 all the D Share Class Qualifying Investments were in Hydro Electric Power.
VCT Regulation and Tax Benefits
VCTs were introduced in the Finance Act 1995 to provide a means for private individuals to invest in unquoted companies in the UK. The Finance Act 2004 introduced changes to VCT legislation designed to make VCTs more attractive to investors. The tax benefits available to eligible investors in VCTs include:
up-front income tax relief of 30%
exemption from income tax on dividends received
exemption from capital gains tax on disposals of shares in VCTs.
The Company was provisionally approved as a VCT by Her Majesty's Revenue and Customs. In order to secure final approval the Company must comply with certain requirements on a continuing basis. Within three years from the effective date of provisional approval or later allotment at least 70% of the Company's investments must comprise "qualifying holdings" of which at least 30% must be in eligible ordinary shares.
FCA Regulation
On 1 April 2014 Triple Point Income VCT plc registered with the Financial Conduct Authority as a small Alternative Investment Fund Manager ("AIFM") under the AIFM Directive.
Exit Programme
The Company is committed to realising its investments and returning funds to Ordinary Shareholders and A Shareholders as soon as practicable after the end of the five year holding period which will be April 2017 for the A Shares and May 2018 for the Ordinary Shares. In relation to the C Share Class the Company is intending to secure a partial realisation after five years but plans to retain its investment in the Hydro companies until 2029. In relation to the D Share Class the Company is intending to secure a partial realisation after five years but plans to retain its investment in the Hydro companies until 2030.
The valuation of and potential exit routes for the Company's portfolio of investments are reviewed and discussed at each Board meeting. The Investment Manager has successfully implemented exit plans for other VCTs under its management.
Principal Risk and Risk Management
The Directors carry out a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. The main areas of risk identified by them, along with the risks to which the Company is exposed through its operational and investing activities, are detailed below.
VCT qualifying status risk: the Company is required at all times to observe the conditions laid down in the Income Tax Act 2007 for the maintenance of approved VCT status. The loss of such approval could lead to the Company losing its exemption from corporation tax on capital gains, to investors being liable to pay income tax on dividends received from the Company and, in certain circumstances, to investors being required to repay the initial income tax relief on their investment. The Investment Manager keeps the Company's VCT qualifying status under continual review and reports to the Board on a quarterly basis. The Board has also appointed Philip Hare & Associates LLP to undertake an independent VCT status monitoring role.
Investment risk: the Company's VCT qualifying investments are held in small and medium-sized unquoted companies which, by their nature, entail a higher level of risk and lower liquidity than investments in large quoted companies. The Directors and Investment Manager aim to limit the risk attached to the portfolio as a whole by the careful selection and timely realisation of investments, by carrying out rigorous due diligence procedures and by maintaining a spread of holdings in terms of industry sector and geographical location. The Board reviews the investment portfolio with the Investment Manager on a regular basis.
Financial instrument risk: Financial Instrument risks are described in note 16.
Financial risk: as most of the Company's investments will involve a medium to long-term commitment and will be relatively illiquid, the Directors consider that it is inappropriate to finance the Company's activities through borrowing unless it is to manage short term liquidity. Accordingly a proportion of the Company's assets are maintained in cash or cash equivalents in order to be in a position to take advantage of unquoted investment opportunities as they arise.
Internal control risk: the Board regularly reviews the system of internal controls, both financial and non-financial, operated by the Company and the Investment Manager. These include controls designed to ensure that the Company's assets are safeguarded and that proper accounting records are maintained.
Viability Statement
In accordance with provision C.2.2 of the 2014 revision to the Corporate Governance Code, the Directors have assessed the prospect of the Company over a longer period than 12 months required by the Going Concern provision. In order to assess the new requirement, the Board takes into account the Company's current position and the principal risks as set out on page 9 so that the Directors may state that they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment.
To provide this assessment the Board has considered the Company's financial position and ability to meet its expenses as they fall due as well as considering longer term viability:
the expenses of the Company are predictable and modest in comparison with the assets and there are no capital commitments foreseen which would alter that position;
the Company has no employees, only Non-Executive Directors and consequently does not have redundancy or other employment related liabilities or responsibilities;
most of the Company's investments will involve a medium to long-term commitment and will be relatively illiquid but the board reduces the risk as a whole by careful selection and timely realisation of investments; and
the Directors will continue to monitor closely changes in the VCT legislation and adapt to any changes to ensure the Company maintains approval. The Directors have appointed an independent adviser to undertake the VCT status monitoring role.
Based on the results of this review, the Directors have a reasonable expectation that the Company will be able to continue its operations and meet its expenses and liabilities as they fall due over the period of their assessment. During the next five years the Ordinary and A Share Class will reach their 5 year holding period and the C and D Share Class will partially exit, based on this the Directors believe it is reasonable to make their assessment over 5 years.
Share Buy-Back Discount Policy
The Company has a share buy-back facility, committing to buy back shares at no more than a 10% discount to the prevailing NAV, subject to the Directors' discretion. We will be asking shareholders at the Annual General Meeting to extend the facility for the Company to purchase shares in the market for cancellation.
Shareholders should note that if they sell their shares within five years of subscription they forfeit any tax relief obtained. If you are considering selling your shares please contact TPIM on 020 7201 8989.
Environmental, Social, Employee and Human Rights Issues
The Company hasnothing to report in relation to social, employee or human rights issues. It has no employees and its three directors are Non-Executive.
Gender Diversity
The Board of Directors comprises 3 male Directors. The Investment Manager has 49 employees and members of whom 28 are men and 21 are women.
Strategic Report - Investment Manager's Review
During June 2015 the Company's interest in companies which generated renewable electricity from residential solar PV panels were sold. The sale realised 7.1m from the portfolio which equated to 22.5p per Ordinary Share and 52.2p per A Share reflecting an uplift of 4.38p per Ordinary Share and 10.15p per A Share both recorded last year. Three companies generating electricity through anaerobic digestion were also sold in June 2015. The sale realised 4.8m which contributed to an uplift of 2.75p per Ordinary Share equivalent to 535,000 and 1.76p per A Share equivalent to 90,000.
The Company's funds at 31 March 2016 are 98% invested in a portfolio of VCT qualifying and non-qualifying unquoted investments. It continues to meet the condition that 70% of funds must be invested in VCT qualifying investments within three years. At 31 March 2016 qualifying investments represented 74% of the total Investment Portfolio and 82% of the funds that are required to meet that condition.
The VCT was established to fund small and medium sized enterprises and at the year end the overall portfolio comprised investments in 21 small, unquoted companies in four sectors: cinema digitisation; crematorium management; renewable electricity generation; and SME lending and investment.
Portfolio Review
Cinema Digitisation
The Company maintains two holdings in cinema digitisation businesses which provide cinema digitisation services in the UK, Germany, Italy and Ireland.These businesses continue to look for opportunities to grow and acquire projectors.
Crematorium Management
Through the Ordinary Share Class portfolio, the Company has an investment in a business that provides crematory and mercury abatement services for the crematoria of a London Borough.
Renewable Electricity Generation:
Solar
The Company holds an investment in Green Energy For Education Limited ("GEFE"), a company that owns a portfolio of rooftop PV systems. The PV systems have been outperforming in their electricity generation and the investment continues to provide an attractive exposure to a business benefitting from low risk Feed in Tariffs. The Company also holds an investment in Cmore Energy Limited ("Cmore") a ground mount solar farm located in Herefordshire. Revenues are earned from the sale of renewable obligation certificates and the sale of electricity. Cmore's revenues have been protected from the wider decline in wholesale electricity prices due to a long term Power Purchase Agreement.
Landfill Gas
Craigahulliar Energy Ltd ("CEL") and Aeris Power Ltd ("APL") each generates renewable electricity from landfill gas at sites operated respectively by local councils and a large waste management company in Northern Ireland. Both businesses continue to generate electricity for export to the Grid, earning long term cash flows through the sale of electricity to a utility company and potentially to the site owners, and through the sale of the Renewables Obligation Certificates. CEL is generating in line with expectations while APL's generation is running lower than expected due to lower than expected gas extraction. Management have taken actions to address this and APL continues to be able comfortably to meet the VCT's interest payments.The Company is in discussions with a potential acquirer of its holdings in both these companies and the valuation for CEL is at the expected sale price whereas APL is calculated on a discounted expected sales price.
Hydro Electric Power
The company has investments in 9 companies which own 11 hydroelectric schemes in the Scottish Highlands. Eight of the schemes were successfully commissioned during 2015, and the remainder, which are in construction, are due to be commissioned in June and September 2016 and May 2017.
Energy Generation and Infrastructure
The Ordinary Share Class has an investment in a company pursuing opportunities in energy generation and infrastructure.
SME Lending and Investment
The Company has investment in finance companies which provide short and medium term funding to a range of small and medium sized businesses.
Sector Analysis
The unquoted investments can be analysed as follows:
Electricity Generation
SME Funding
Industry Sector
Cinema Digitisation
Crematorium Management
Hydro Electric Power
Other
Hydro Electric Power
Other
Total Unquoted Investments
'000
'000
'000
'000
'000
'000
'000
Investments at 31 March 2015
Ord Shares
3,319
988
2,452
9,685
-
-
16,444
A Shares
-
-
-
4,188
-
-
4,188
C Shares
-
-
9,706
-
3,420
-
13,126
D Shares
-
-
7,432
-
-
-
7,432
Total
3,319
988
19,590
13,873
3,420
-
41,190
Investments made during the period
Ord Shares
-
-
1,624
3,804
-
450
5,878
A Shares
-
-
-
-
-
950
950
C Shares
-
-
433
-
1,078
-
1,511
D Shares
-
-
6,362
-
1,206
800
8,368
-
-
8,419
3,804
2,284
2,200
16,707
Investments realised during the period
Ord Shares
-
(200)
(48)
(9,896)
-
-
(10,144)
A Shares
-
-
-
(2,936)
-
-
(2,936)
C Shares
-
-
(30)
-
(800)
-
(830)
D Shares
-
-
(2,711)
-
-
-
(2,711)
-
(200)
(2,789)
(12,832)
(800)
-
(16,621)
Investments valued during the period
Ord Shares
(25)
-
70
377
-
-
422
A Shares
-
-
-
(463)
-
-
(463)
C Shares
-
-
325
-
-
-
325
D Shares
-
-
1
-
-
1
(25)
-
395
(85)
-
-
285
Investments at 31 March 2016
Ord Shares
3,294
788
4,098
3,970
-
450
12,600
A Shares
-
-
-
789
-
950
1,739
C Shares
-
-
10,434
-
3,698
-
14,132
D Shares
-
-
11,083
1
1,206
800
13,090
Total
3,294
788
25,615
4,760
4,904
2,200
41,561
Total investments %
7.93%
1.90%
61.63%
11.45%
11.80%
5.29%
100.00%
Outlook
The coming year will see the Company and the Investment Manager continue to monitor the performance of the Ordinary and A Share portfolios and where appropriate seeking exits.
Our focus on the C and D Share Class investments in the hydro electric power sector will be on the operation of completed sites and progress of those under construction.
If you have any questions, please do not hesitate to call Triple Point on 020 7201 8989.
Claire Ainsworth
Partner
for Triple Point Investment Management LLP
9 June 2016
Strategic Report - Investment Portfolio Summary
31 March 2016
31 March 2015
Cost
Valuation
Cost
Valuation
'000
%
'000
%
'000
%
'000
%
Unquoted Holdings
Unquoted qualifying holdings
31,088
73.99
31,695
74.42
34,244
84.89
36,109
85.58
Unquoted non-qualifying holdings
9,898
23.56
9,866
23.23
5,113
12.66
5,081
12.04
Financial assets at fair value through profit or loss
40,986
97.55
41,561
97.65
39,357
97.55
41,190
97.62
Cash and cash equivalents
1,032
2.45
1,032
2.35
993
2.45
993
2.38
42,018
100.00
42,593
100.00
40,350
100.00
42,183
100.00
Unquoted Qualifying Holdings
'000
%
'000
%
'000
%
'000
%
Cinema digitisation
Digima Ltd
1,262
3.00
1,274
2.99
1,262
3.13
1,291
3.06
Digital Screen Solutions Ltd
2,020
4.81
2,020
4.74
2,020
5.01
2,028
4.81
Electricity Generation
Solar
Arraze Ltd
-
-
-
-
600
1.49
800
1.90
Bandspace Ltd
-
-
-
-
1,200
2.97
1,650
3.91
Bridge Power Ltd
-
-
-
-
725
1.80
968
2.29
Campus Link Ltd
-
-
-
-
690
1.71
892
2.11
Convertibox Services Ltd
-
-
-
-
1,000
2.48
1,170
2.77
Core Generation Ltd
-
-
-
-
600
1.49
823
1.95
C More Energy Ltd
1,000
2.38
1,153
2.71
1,000
2.48
1,123
2.66
Green Energy for Education Ltd*
475
1.13
608
1.43
1,000
2.48
1,128
2.67
PJC Renewable Energy Ltd
5
0.01
5
0.01
5
0.01
5
0.01
Trym Power Ltd
-
-
-
-
200
0.50
274
0.65
Anaerobic Digestion
Biomass Future Generation Ltd
-
-
-
-
2,150
5.33
2,150
5.10
GreenTec Energy Ltd
-
-
-
-
1,000
2.48
1,000
2.37
Katharos Organic Ltd
-
-
-
-
1,000
2.48
1,000
2.37
Landfill Gas *
Aeris Power Ltd
525
1.25
424
1.00
525
1.30
525
1.24
Craigahulliar Energy Ltd
350
0.83
365
0.86
350
0.87
365
0.87
Hydro Electric Power
Elementary Energy Ltd
2,060
4.90
2,130
5.00
2,060
5.11
2,060
4.88
Green Highland Allt Choire A Bhalachain (225) Ltd
3,130
7.45
3,130
7.35
3,130
7.76
3,130
7.42
Green Highland Allt Garbh Ltd
2,710
6.45
2,710
6.36
-
-
-
-
Green Highland Allt Ladaidh (1148) Ltd
3,500
8.33
3,500
8.22
3,500
8.67
3,500
8.30
Green Highland Allt Luaidhe (228) Ltd
1,995
4.75
1,995
4.68
1,995
4.94
1,995
4.73
Green Highland Allt Phocachain (1015) Ltd
3,932
9.36
3,932
9.23
3,932
9.74
3,932
9.32
Green Highland Shenval Ltd
1,624
3.87
1,624
3.81
-
-
-
-
Green Highland Renewables (Achnacarry) Ltd
4,300
10.23
4,625
10.86
4,300
10.66
4,300
10.19
Energy Generation and Infrastructure
Green Highland Hydro Generation Ltd
2,200
5.24
2,200
5.17
-
-
-
-
31,088
73.99
31,695
74.42
34,244
84.89
36,109
85.58
*Assets held for sale
31 March 2016
31 March 2015
Unquoted Non-Qualifying Holdings
Cost
Valuation
Cost
Valuation
'000
%
'000
%
'000
%
'000
%
Crematorium Management
Furnace Managed Services Ltd
820
1.95
788
1.85
1,020
2.53
988
2.34
Hydro Electric Power
Elementary Energy Ltd
344
0.82
344
0.81
392
0.97
392
0.93
Green Highland Allt Choire A Bhalachain (225) Ltd
341
0.81
341
0.80
162
0.40
162
0.38
Green Highland Allt Garbh Ltd ST Loan
30
0.07
30
0.07
30
0.07
30
0.07
Green Highland Allt GNF (385) ST Loan
-
-
-
-
30
0.07
30
0.07
Green Highland Allt Luaidhe (228) Ltd
185
0.44
185
0.43
5
0.01
5
0.01
Green Highland Allt Phocachain (1015) Ltd
175
0.42
175
0.41
54
0.13
54
0.13
Green Highland Shenval Ltd
-
-
-
-
-
-
-
-
Kinlochteacius Hydro Limited
762
1.81
762
1.79
-
-
-
-
Green Highland Renewables (Achnacarry) Ltd
133
0.32
133
0.31
-
-
-
-
Energy Generation and Infrastructure
Green Highland Hydro Generation Ltd
4
0.01
4
0.01
-
-
-
-
SME Lending and Investment:
Hydro Electric Power
Broadpoint 2 Ltd
2,894
6.89
2,894
6.79
3,420
8.48
3,420
8.11
Broadpoint 3 Ltd
2,010
4.78
2,010
4.72
-
-
-
-
Other
Funding Path Ltd
2,200
5.24
2,200
5.24
-
-
-
-
9,898
23.56
9,866
23.23
5,113
12.66
5,081
12.04
Financial Assets are measured at fair value through profit or loss. The initial best estimate of fair value of these investments that are either quoted or not quoted on an active market is the transaction price (i.e. cost). The fair value of these investments is subsequently measured by reference to the enterprise value of the investee company, which is best deemed to reflect the fair value. Where the Board considers the investee company's enterprise value to remain unchanged since acquisition, investments continue to be held at cost less any loan repayments received. Where the Board considers the investee company's enterprise value has changed since acquisition, investments are held at a value measured using a discounted cash flow model or the value expected to be realised on disposal which is equivalent to fair value.
Strategic Report - Investment Portfolio's Ten Largest VCT Unquoted Investments
Green Highland Renewables (Achnacarry) Ltd
Date of first investment
Cost
Valuation
Valuation Method
Income recognised by TP Income for the year '000
Equity Held by TP Income VCT %
Equity Held by TPIM managed funds %
13-Aug-14
4,300,000
4,625,000
Discounted cash flow
106
40.65
40.65
Summary of Information from Investee Company Financial Statements ending in 2015:
'000
Turnover
0
Earnings before interest, tax, amortisation and depreciation (EBITDA)
(75)
Profit before tax
(79)
Net assets before VCT loans
4,899
Net assets
3,609
Green Highland Renewables (Achnacarry) Ltd is operating three separate run-of-river hydro-electric power plants located adjacent to Loch Arkaig near Fort William, having reached financial close in August 2014. The Cheanna Mhuir site (500kw) was commissioned in November 2015, the Loch Blair site (1,250kw) and the Allt Dubh site were both successfully commissioned in December 2015. The company earns Feed-in-Tariffs and other revenues from the generation and export of electricity.
Green Highland Allt Phocachain (1015) Ltd
Date of first investment
Cost
Valuation
Valuation Method
Income recognised by TP Income for the year '000
Equity Held by TP Income VCT %
Equity Held by TPIM managed funds %
13-Nov-14
3,932,000
3,932,000
Discounted cash flow
166
42.70
100.00
Summary of Information from Investee Company Financial Statements ending in 2015:
'000
Turnover
0
Earnings before interest, tax, amortisation and depreciation (EBITDA)
66
Profit before tax
(125)
Net assets before VCT loans
4,665
Net assets
3,228
Green Highland Allt Phocachain (1015) Ltd has constructed two separate run-of-river hydro-electric power plants located in Glen Moriston, Scottish Highlands. The Allt Laraidh 500kw scheme and the Allt Phocachain 500kw scheme were both commissioned on schedule in December 2015. The company earns Feed-in-Tariffs and other revenues from the generation and export of electricity.
Green Highland Allt Ladaidh (1148) Ltd
Date of first investment
Cost
Valuation
Valuation Method
Income recognised by TP Income for the year '000
Equity Held by TP Income VCT %
Equity Held by TPIM managed funds %
20-Mar-15
3,500,000
3,500,000
Cost
295
35.17
50.25
Summary of Information from Investee Company Financial Statements ending in 2015:
'000
Turnover
0
Earnings before interest, tax, amortisation and depreciation (EBITDA)
(12)
Profit before tax
(12)
Net assets before VCT loans
4,988
Net assets
3,488
Green Highland Allt Ladaidh (1148) Ltd is constructing a run-of-river hydro-electric power plant near Loch Garry, Invergarry in the Scottish Highlands. The 1300kW Allt Ladaidh scheme started construction during March 2015 and is scheduled to be commissioned by the end June 2016. The company earns Feed-in-Tariffs and other revenues from the generation and export of electricity.
Green Highland Allt Choire A Bhalachain (225) Ltd
Date of first investment
Cost
Valuation
Valuation Method
Income recognised by TP Income for the year '000
Equity Held by TP Income VCT %
Equity Held by TPIM managed funds %
18-Jul-14
3,130,000
3,130,000
Discounted cash flow
278
49.90
100.00
Summary of Information from Investee Company Financial Statements ending in 2015:
'000
Turnover
0
Earnings before interest, tax, amortisation and depreciation (EBITDA)
67
Profit before tax
(125)
Net assets before VCT loans
3,035
Net assets
2,087
Green Highland Allt Choire a Bhalachain (225) Ltd is currently operating a 750kw run-of-river hydro-electric power plant located at Tomdoun, Invergarry in the Scottish Highlands. The project started construction in July 2014 and was commissioned on schedule in November 2015. The company earns Feed-in-Tariffs and other revenues from the generation and export of electricity.
Broadpoint 2 Ltd
Date of first investment
Cost
Valuation
Valuation Method
Income recognised by TP Income for the year '000
Equity Held by TP Income VCT %
Equity Held by TPIM managed funds %
12-Feb-15
2,893,637
2,893,637
Cost
0
49.00
98.00
This company has not yet prepared any Financial Statements
Broadpoint 2 Ltd is a VCT non-qualifying investment which provides finance to the hydro electric power sector.
Green Highland Allt Garbh Ltd
Date of first investment
Cost
Valuation
Valuation Method
Income recognised by TP Income for the year '000
Equity Held by TP Income VCT %
Equity Held by TPIM managed funds %
01-Apr-15
2,710,000
2,710,000
Cost
18
27.46
50.25
This company has not yet prepared any Financial Statements
Green Highland Allt Garbh Ltd is constructing a run-of-river hydro-electric power plant near Glen Affric, SW of Lodge, Cannich. The 1,479kW Allt Garbh scheme begun construction earlier this year and is scheduled to be commissioned by May 2017. The company will earn Feed-in-Tariffs and other revenues from the generation and export of electricity.
Funding Path Ltd
Date of first investment
Cost
Valuation
Valuation Method
Income recognised by TP Income for the year '000
Equity Held by TP Income VCT %
Equity Held by TPIM managed funds %
29-Jan-16
2,200,000
2,200,000
Cost
28
49.00
98.00
This company has not yet prepared any Financial Statements
Funding Path Ltd provides funding for SME Leasing companies.
Green Highland Hydro Generation Ltd
Date of first investment
Cost
Valuation
Valuation Method
Income recognised by TP Income for the year '000
Equity Held by TP Income VCT %
Equity Held by TPIM managed funds %
02-Apr-15
2,200,000
2,200,000
Cost
0
26.97
50.25
This company has not yet prepared any Financial Statements
Green Highland Generation Ltd is exploring opportunities in the energy generation and infrastructure sector.
Elementary Energy Ltd
Date of first investment
Cost
Valuation
Valuation Method
Income recognised by TP Income for the year '000
Equity Held by TP Income VCT %
Equity Held by TPIM managed funds %
18-Mar-13
2,060,000
2,130,000
Discounted cash flow
209
49.33
99.22
Summary of Information from Investee Company Financial Statements ending in 2015:
'000
Turnover
184
Earnings before interest, tax, amortisation and depreciation (EBITDA)
124
Profit before tax
(74)
Net assets before VCT loans
2,085
Net assets
545
Elementary Energy Ltd is currently operating a 500kw run-of-river hydro-electric power plant near Fort William. The plant was commissioned in January 2015 and is operating successfully and earns Feed-in-Tariffs and other revenues from the generation and export of electricity.
Digital Screen Solutions Ltd
Date of first investment
Cost
Valuation
Valuation Method
Income recognised by TP Income for the year '000
Equity Held by TP Income VCT %
Equity Held by TPIM managed funds %
31-Mar-09
2,020,000
2,020,000
Discounted cash flow
102
35.36
99.87
Summary of Information from Investee Company Financial Statements ending in 2015:
'000
Turnover
1,779
Earnings before interest, tax, amortisation and depreciation (EBITDA)
1,581
Profit before tax
342
Net assets before VCT loans
3,162
Net assets
1,323
Digital Screen Solutions Ltd is a provider of cinema digitisation equipment maintaining and operating digital projection equipment in the UK and Italy. The company owns a portfolio of 179 screens across the UK and Italy. Digital cinema projection conversion is paid for under the globally recognised Virtual Print Fee model, through which film studios pay for the cost of the deployment over a number of years with the majority of the company's revenues deriving ultimately from the six major investment grade Hollywood Studios.
All investments are held in the UK.
The investments are a combination of debt and equity.
Equity holding is equal to the voting rights.
The Strategic Report has been approved by the Board and signed on their behalf by the Chairman.
David Frank
Chairman
9 June 2016
Report of the Directors
The Directors present their Report and the audited Financial Statements for the year ended 31 March 2016.
Details of Directors
David Frank was a partner in Slaughter and May for twenty two years before retiring from the firm in 2008. As well as being the firm's first Practice Partner from 2001 to 2008, his practice involved acting for several venture capital houses, including 3i and Schroder Ventures. He was also involved in several flotations in the venture capital sector, including 3i, Baronsmead and SVG Capital. Since retiring from legal practice, he has established a portfolio of voluntary roles, ranging from a governorship of a hospital to a trusteeship of a community foundation. He has been a Director and Chairman of the Company since 11 November 2010.
Simon Aclandhas over twenty five years' experience in venture capital, primarily at Quester, where he became Managing Director. When Quester was sold in 2007 it had 200m under management and was one of the leading UK venture capital and VCT investment managers. Simon was a director of over 20 companies in Quester's portfolio, many of which achieved successful exits through flotation or trade sales. Simon is also a director of various other private companies and charities, and a member of the investment committee of the British Business Bank's Angel Co-Fund. Simon was appointed a Director on 12 March 2009.
Michael Stanes has been an Investment Director at Heartwood Investment Management, a London-based firm providing investment management and wealth structuring services for high net worth individuals, since 2010. He began his career at Warburg Investment Management (which became Mercury Asset Management) where he ran equity portfolios in London and Tokyo. He then moved to the US where he founded a business on behalf of Merrill Lynch offering equity portfolio management to high net worth individuals. In 2002 he joined Goldman Sachs Asset Management in London running global equity portfolios for a range of institutional and individual clients before joining a new fund management partnership as CEO. Michael was appointed a Director on 21 November 2012.
All Directors are considered to be independent.
The Board has considered provision B.7.2 of the UK Corporate Governance Code (September 2014) and believes that all the Directors continue to be effective and to demonstrate commitment to their roles, the Board and the Company. The Directors are discussed further within the Corporate Governance report on pages 25 and 26 which demonstrates the Board's compliance with the UK Corporate Governance code.
Activities and Status
The Company is a Venture Capital Trust and its main activity is investing.
The Company has been provisionally approved as a VCT by HMRC.
The Company is registered in England as a Public Limited Company (Registration number 6421083). The Directors have managed, and intend to continue to manage, the Company's affairs in such a manner as to comply with Section 274 of the Income Tax Act 2007 which grants approval as a VCT.
The Company was not at any time up to the date of this report a close company within the meaning of S439 of the Corporation Tax Act 2010.
Post Balance Sheet Events
There were no post balance sheet events.
Directors' and Officers' Liability Insurance
The Company has, as permitted by S233 of the Companies Act 2006, maintained insurance cover on behalf of the Directors and Company Secretary, indemnifying them against certain liabilities which may be incurred by them in relation to their offices with the Company.
Matters Covered in the Strategic Report
Dividends and financial risk management have both been discussed within the Strategic Report on pages 4 and 9.
Corporate Governance
Full details are given in the Corporate Governance Statement, which forms part of this Report of the Directors, and can be found on pages 25 to 29.
Management
TPIM acts as Investment Manager to the Company. The principal terms of the Company's management agreement with TPIM are set out in note 5 to the Financial Statements.
The Board has evaluated the performance of the Investment Manager based on the returns generated since taking on the management of the Fund and a review of the management contract and the services provided in accordance with its terms. As required by the Listing Rules, the Directors confirm that in their opinion the continuing appointment of TPIM as Investment Manager is in the best interests of the shareholders as a whole. In reaching this conclusion the Directors have taken into account the performance of other VCTs managed by TPIM and the service provided by TPIM to the Company.
Substantial Shareholdings
As at the date of this report no disclosures of major shareholdings had been made to the Company under Disclosure and Transparency Rule 5 (Vote Holder and Issuer Notification Rules).
Global Greenhouse Gas Emissions
The Company has no greenhouse gas emissions to report from the operations of the Company, nor does it have responsibility for any other emission producing sources under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013.
Annual General Meeting
Notice convening the 2016 Annual General Meeting of the Company and a form of proxy in respect of that meeting can each be found at the end of this document.
Share Capital, Rights Attaching to the Shares and Restrictions on Voting and Transfer
The Company had in issue 19,463,120 Ordinary Shares, 5,131,353 A Ordinary Shares, 13,441,438 C Ordinary Shares and 13,701,636 D Ordinary Shares at 31 March 2016 (see note 15). As at that date none of the issued shares was held by the Company as treasury shares. Subject to any suspension or abrogation of rights pursuant to relevant law or the Company's articles of association, the shares confer on their holders (other than the Company in respect of any treasury shares) the following principal rights:
a) the right to receive out of profits available for distribution such dividends as may be agreed to be paid (in the case of a final dividend in an amount not exceeding the amount recommended by the Board as approved by shareholders in general meeting or in the case of an interim dividend in an amount determined by the Board). All dividends unclaimed for a period of 12 years after having become due for payment are forfeited automatically and cease to remain owing by the Company;
b) the right, on a return of assets on a liquidation, reduction of capital or otherwise, to share in the surplus assets of the Company remaining after payment of its liabilities pari passu with other holders of ordinary shares of that class; and
c) the right to receive notice of and to attend and speak and vote in person or on a poll by proxy at any general meeting of the Company. On a show of hands every member present or represented and voting has one vote and on a poll every member present or represented and voting has one vote for every share of which that member is the holder; the validly executed appointment of a proxy must be received not less than 48 hours before the time of the holding of the relevant meeting or adjourned meeting or, in the case of a poll taken otherwise than at or on the same day as the relevant meeting or adjourned meeting, be received after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll.
These rights can be suspended. If a member, or any other person appearing to be interested in shares held by that member, has failed to comply within the time limits specified in the Company's articles of association with a notice pursuant to S793 of the Companies Act 2006 (notice by a Company requiring information about interests in its shares), the Company can until the default ceases suspend the right to attend and speak and vote at a general meeting and if the shares represent at least 0.25% of their class the Company can also withhold any dividend or other money payable in respect of the shares (without any obligation to pay interest) and refuse to accept certain transfers of the relevant shares.
Shareholders, either alone or with other shareholders, have other rights as set out in the Company's articles of association and in company law.
A member may choose whether his or her shares are evidenced by share certificates (certificated shares) or held in electronic (uncertificated) form in CREST (the UK electronic settlement system). Any member may transfer all or any of his or her shares, subject in the case of certificated shares to the rules set out in the Company's articles of association or in the case of uncertificated shares to the regulations governing the operation of CREST (which allow the Directors to refuse to register a transfer as therein set out); the transferor remains the holder of the shares until the name of the transferee is entered in the register of members. The Directors may refuse to register a share transfer if it is in respect of a certificated share which is not fully paid up or on which the Company has a lien provided that, where the share transfer is in respect of any share admitted to the Official List maintained by the UK Listing Authority, any such discretion may not be exercised so as to prevent dealings taking place on an open and proper basis, or if in the opinion of the Directors (and with the concurrence of the UK Listing Authority) exceptional circumstances so warrant, provided that the exercise of such power will not disturb the market in those shares. Whilst there are no squeeze-out and sell-out rules relating to the shares in the Company's articles of association, shareholders are subject to the compulsory acquisition provisions in S974 to S991 of the Companies Act 2006.
Amendment of Articles of Association
The Company's articles of association may be amended by the members of the Company by special resolution (requiring a majority of at least 75% of the persons voting on the relevant resolution).
Appointment and Replacement of Directors
A person may be appointed as a Director of the Company by the shareholders in general meeting by ordinary resolution (requiring a simple majority of the persons voting on the relevant resolution) or by the Directors; no person, other than a Director retiring by rotation or otherwise, shall be appointed or re-appointed a Director at any general meeting unless he is recommended by the Directors or, not less than seven nor more than 42 clear days before the date appointed for the meeting, notice is given to the Company of the intention to propose that person for appointment or re-appointment in the form and manner set out in the Company's articles of association.
Each Director who is appointed by the Directors (and who has not been elected as a Director of the Company by the members at a general meeting held in the interval since his appointment as a Director of the Company) is to be subject to election as a Director of the Company by the members at the first Annual General Meeting of the Company following his or her appointment. At each Annual General Meeting of the Company one third of the Directors for the time being, or if their number is not three or an integral multiple of three the number nearest to but not exceeding one-third, are to be subject to re-election.
The Companies Act allows shareholders in general meeting by ordinary resolution (requiring a simple majority of the persons voting on the relevant resolution) to remove any Director before the expiry of his or her period of office, but without prejudice to any claim for damages which the Director may have for breach of any contract of service between him or her and the Company.
A person also ceases to be a Director if he or she resigns in writing, ceases to be a Director by virtue of any provision of the Companies Act, becomes prohibited by law from being a Director, becomes bankrupt or is the subject of a relevant insolvency procedure, or becomes of unsound mind, or if the Board so decides following at least six months' absence without leave or if he or she becomes subject to relevant procedures under the mental health laws, as set out in the Company's articles of association.
Powers of the Directors
Subject to the provisions of the Companies Act, the memorandum and articles of association of the Company and any directions given by shareholders by special resolution, the articles of association specify that the business of the Company is to be managed by the Directors, who may exercise all the powers of the Company, whether relating to the management of the business or not. In particular, the Directors may exercise on behalf of the Company its powers to purchase its own shares to the extent permitted by shareholders.
Auditor
Grant Thornton UK LLP offers itself for reappointment as auditor. In accordance with S489(4) of the Companies Act 2006 a resolution to reappoint Grant Thornton UK LLP as auditor will be proposed at the forthcoming Annual General Meeting.
On behalf of the Board.
David Frank
Director
9 June 2015
Corporate Governance
The Board of Triple Point Income VCT plc has considered the principles and recommendations of the Association of Investment Companies Code of Corporate Governance (AIC Code 2015) by reference to the Association of Investment Companies Corporate Governance Guide for Investment Companies (AIC Guide). The AIC Code 2015, as explained by the AIC Guide, addresses all the principles set out in the UK Corporate Governance Code (September 2014), as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company. The Board considers that reporting against principles and recommendations of the AIC Code 2015, by reference to the AIC Guide, which incorporates the UK Corporate Governance Code (September 2014), will provide improved reporting to shareholders.
The Company is committed to maintaining high standards in corporate governance and has complied with the recommendations of the AIC Code 2015 and the relevant provisions of the UK Corporate Governance Code (September 2014), except as set out at the end of this report in the Compliance Statement.
The Corporate Governance Report forms part of the Report of the Directors.
Board of Directors
The Company has a Board of three Non-Executive Directors. Since all Directors are Non-Executive and day-to-day management responsibilities are sub-contracted to the Investment Manager, the Company does not have a Chief Executive Officer. The Directors have a range of business and financial skills which are relevant to the Company; these are described on page 21 of this report. Directors are provided with key information on the Company's activities, including regulatory and statutory requirements, by the Investment Manager. The Board has direct access to company secretarial advice and compliance services provided by the Investment Manager which is responsible for ensuring that Board procedures are followed and applicable regulations complied with. All Directors are able to take independent professional advice in furtherance of their duties.
Any appointment of new Directors to the Board is conducted, and appointments made, onmerit and with due regard for the benefits of diversity on theBoard, including gender. All Directors are able to allocate sufficient time to the Company todischarge their responsibilities.
The Board meets regularly on a quarterly basis, and on other occasions as required, to review the investment performance and monitor compliance with the investment policy laid down by the Board. There is a formal schedule of matters reserved for Board decision and the agreement between the Company and the Investment Manager has authority limits beyond which Board approval must be sought.
The Investment Manager has authority over the management of the investment portfolio, the organisation of custodial services, accounting, secretarial and administrative services. In practice the Investment Manager makes investment recommendations for the Board's approval. In addition all investment decisions involving other VCTs managed by the Investment Manager are taken by the Board rather than the Investment Manager. Other matters reserved for the Board include:
the consideration and approval of future developments or changes to the investment policy, including risk and asset allocation;
consideration of corporate strategy;
approval of any dividend or return of capital to be paid to the shareholders;
the appointment, evaluation, removal and remuneration of the Investment Manager;
the performance of the Company, including monitoring the net asset value per share; and
monitoring shareholder profiles and considering shareholder communications.
The Chairman leads the Board in the determination of its strategy and in the achievement of its objectives. The Chairman is responsible for organising the business of the Board, ensuring its effectiveness and setting its agenda and has no involvement in the day to day business of the Company. He facilitates the effective contribution of the Directors and ensures that they receive accurate, timely and clear information and that they communicate effectively with shareholders.The Chairman does not have significant commitments conflicting with his obligations to the Company.
The Company Secretary is responsible for advising the Board on all governance matters. All of the Directors have access to the advice and services of the Company Secretary which has administrative responsibility for the meetings of the Board and its committees. Directors may also take independent professional advice at the Company's expense where necessary in the performance of their duties. As all of the Directors are Non-Executive, it is not considered appropriate to identify a member of the Board as the senior Non-Executive Director of the Company.
The Company's articles of association and the schedule of matters reserved to the Board for decision provide that the appointment and removal of the Company Secretary is a matter for the full Board.
The Company's articles of association require that one third of the Directors should retire by rotation each year and seek re-election at the Annual General Meeting and that Directors newly appointed by the Board should seek re-appointment at the next Annual General Meeting. The Board complies with the requirement of the UK Corporate Governance Code (September 2014) that all Directors are required to submit themselves for re-election at least every three years.
During the period covered by these Financial Statements the following meetings were held:
Directors present
4 Full Board
2 Audit Committee
Meetings
Meetings
David Frank, Chairman
4
2
Simon Acland
3
1
Michael Stanes
3
2
Audit Committee
The Board hasappointed an audit committee of which David Frank is Chairman, which deals with matters relating to audit, financial reporting and internal control systems. The Committee meets as required and has direct access to Grant Thornton UK LLP, the Company's auditor.
The audit committee safeguards the objectivity and independence of the auditor by reviewing the nature and extent of non-audit services supplied by the external auditor to the Company. The audit committee has reviewed the non-audit service provided by the external auditor, being corporation tax, and does not believe it is sufficient to influence its independence or objectivity due to the fee being an immaterial expense.
When considering whether to recommend the reappointment of the external auditor the audit committee takes into account its current fee tender compared to the external audit fees paid by other similar companies. The audit committee will then recommend to the Board the appointment of an external auditor which is ratified at the Annual General Meeting.
The Auditing Practices Board requires the audit partner to rotate every five years. The audit partner rotated in the prior year. No audit tender has been undertaken since the Company was incorporated.
The effectiveness of the external audit is assessed as part of the Board evaluation conducted annually and by the quality and content of the audit plan provided to the audit committee by the external auditor and the discussions then held on topics raised. The audit committee will challenge the external auditor at the audit committee meeting if appropriate.
The audit committee's terms of reference include the following roles and responsibilities:
reviewing and making recommendations to the Board in relation to the Company's published Financial Statements and other formal announcements or regulatory returns relating to the Company's financial performance, reviewing significant financial reporting judgements contained in them;
reviewing and making recommendations to the Board in relation to the Company's internal control (including internal financial control) and risk management systems;
periodically considering the need for an internal audit function;
making recommendations to the Board in relation to the appointment, re-appointment and removal of the external auditor and approving the remuneration and terms of engagement of the external auditor;
reviewing and monitoring the external auditor's independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional regulatory requirements;
monitoring the extent to which the external auditor is engaged to supply non-audit services; and
ensuring that the Investment Manager has arrangements in place for the investigation and follow-up of any concerns raised confidentially by staff in relation to propriety of financial reporting or other matters.
The committee reviews its terms of reference and effectiveness annually and recommends to the Board any changes required as a result of the review. The terms of reference are available on request from the Company Secretary.
The Board considers that the members of the committee collectively have the skills and experience required to discharge their duties effectively, and that the Chairman of the committee meets the requirements of the UK Corporate Governance Code (September 2014) as to relevant financial experience.
The Company does not have an independent internal audit function as it is not deemed appropriate given the size of the Company and the nature of the Company's business. However, the committee considers annually whether there is a need for such a function and, if there were, would recommend it be established.
In respect of the year ended 31 March 2016, the audit committee discharged its responsibilities by:
reviewing and approving the external auditor's terms of engagement and remuneration and independence;
reviewing the external auditor's plan for the audit of the Financial Statements, including identification of key risks and confirmation of auditor independence;
reviewing TPIM's statement of internal controls operated in relation to the Company's business and assessing those controls in minimising the impact of key risks;
reviewing periodic reports on the effectiveness of TPIM's compliance procedures;
reviewing the appropriateness of the Company's accounting policies;
reviewing the Company's half-yearly results and draft annual Financial Statements prior to Board approval;
reviewing the external auditor's audit plan document to the audit committee on the annual Financial Statements; and
reviewing the Company's going concern status.
The audit committee is responsible for considering and reporting on any significant issues that arise in relation to the Financial Statements.
The key areas of risk that have been identified and considered by the audit committee in relation to the business activities and the Financial Statements of the Company are as follows:
valuation and existence of unquoted investments; and
compliance with HM Revenue & Customs conditions for maintenance of approved Venture Capital Trust status.
Corporate Governance
The audit committee relies on the Investment Manager to assess the valuation of unquoted investments and the existence of those investments. The Investment Manager has a director on the board of all the investee companies and meets regularly with the other directors and hence has an oversight of all the investments made. The audit committee have reviewed the valuations and discussed them with both the Investment Manager and the external auditor to confirm the valuation of the unquoted investments and the existence of those investments.
The Investment Manager has confirmed to the audit committee that the conditions for maintaining the Company's status as an approved Venture Capital Trust had been complied with throughout the year. The position is also reviewed by Philip Hare & Associates LLP in its capacity as adviser to the Company on taxation matters.
The audit committee has considered the whole Report and Accounts for the year ended 31 March 2016 and has reported to the Board that it considers them to be fair, balanced and understandable providing the information necessary for shareholders to assess the Company's position, performance, business model and strategy.
Internal Control
The Directors have overall responsibility for keeping under review the effectiveness of the Company's systems of internal controls. The purpose of these controls is to ensure that proper accounting records are maintained, the Company's assets are safeguarded and the financial information used within the business and for publication is accurate and reliable; such a system can only provide reasonable and not absolute assurance against material misstatement or loss. The system of internal controls is designed to manage rather than eliminate the risk of failure to achieve business objectives. As part of this process an annual review of the internal control systems is carried out. The review covers all material controls including financial, operational and risk management systems. The Directors regularly review financial results and investment performance with the Investment Manager.
The Directors have established an ongoing process designed to meet the particular needs of the Company in identifying, evaluating and managing risks to which it is exposed. The process adopted is one whereby the Directors identify the risks to which the Company is exposed including, among others, market risk, VCT qualifying investment risk and operational risks which are recorded on a risk register. The controls employed to mitigate these risks are identified and the residual risks are rated taking into account the impact of the mitigating factors. The risk register is updated twice a year.
TPIM is engaged to provide administrative including accounting services and retains physical custody of the documents of title relating to investments.
The Directors regularly review the system of internal controls, both financial and non-financial, operated by the Company and the Investment Manager. These include controls designed to ensure that the Company's assets are safeguarded and that proper accounting records are maintained.
Internal control systems include the production and review of quarterly bank reconciliations and management accounts. The VCT is subject to a full annual audit. The auditors are the same auditors as other VCTs managed by the Investment Manager. The Investment Manager's procedures are subject to internal compliance checks.
Going Concern
After making the necessary enquiries, the Directors confirm that they are satisfied that the Company has adequate resources to continue in business for at least the next 12 months. The Board receives regular reports from the Investment Manager and the Directors believe that, as no material uncertainties leading to significant doubt about going concern have been identified, it is appropriate to continue to apply the going concern basis in preparing the Financial Statements.
Relations with Shareholders
The Board recognises the value of maintaining regular communications with shareholders. In addition to the formal business of the Annual General Meeting, an opportunity is given to all shareholders to question the Board and the Investment Manager on matters relating to the Company's operation and performance. The Board and the Investment Manager will also respond to any written queries made by shareholders during the course of the year and both can be contacted at 18 St Swithin's Lane, London, EC4N 8AD or on 020 7201 8989.
Compliance Statement
The Listing Rules require the Board to report on compliance with the UK Corporate Governance Code (September 2014) provisions throughout the accounting period. With the exception of the limited items outlined below, the Directors consider that the Company has complied throughout the period under review with the provisions set out in the UK Corporate Governance Code (September 2014).
1. New Directors do not receive a full, formal and tailored induction on joining the Board. Such matters are addressed on an individual basis as they arise (B.4.1).
2. Due to the size of the Board and the nature of the Company's business, a formal performance evaluation of the Board, its committees, the individual Directors and the Chairman has not been undertaken. Specific performance issues are dealt with as they arise (B.6.1, B.6.3).
3. The Company does not have a senior Independent Director. The Board does not consider such an appointment appropriate for the Company (A.4.1).
4. The Company conducts a formal review as to whether there is a need for an internal audit function. The Directors do not consider that an internal audit would be an appropriate control for a Venture Capital Trust (C.3.6).
5. As all the Directors are Non-Executive, it is not considered appropriate to appoint a Nomination or Remuneration Committee (B.2.1 and D.2.1).
6. The Audit committee includes three Non-Executive Directors all of whom are considered independent. David Frank is Chairman of the Company and is also chairman of the audit committee but it is not considered appropriate to appoint another independent director. The Board regularly reviews the independence of its Directors (C.3.1).
On behalf of the Board
David Frank
Chairman
9 June 2016
Directors' Responsibilities Statement
The Directors are responsible for preparing the Strategic Report, the Directors' Report, the Directors' Remuneration Report and the Financial Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Financial Statements for each financial year. Under that law the Directors have elected to prepare the Financial Statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. Under company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Company for that year. In preparing these Financial Statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable IFRS have been followed, subject to any material departures disclosed and explained in the Financial Statements;
prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Financial Statements and the Remuneration report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors confirm that:
so far as each of the Directors is aware there is no relevant audit information of which the Company's auditor is unaware; and
the Directors have taken all steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.
The Directors are responsible for preparing the Annual Report in accordance with applicable law and regulations. The Directors consider the Annual Report and the Financial Statements, taken as a whole, provide the information necessary to assess the Company's position, performance, business model and strategy and are fair, balanced and understandable.
The Company's Financial Statements are published on the TPIM website, www.triplepoint.co.uk. The maintenance and integrity of this website is the responsibility of TPIM and not of the Company. Legislation in the United Kingdom governing the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions.
To the best of our knowledge:
the Financial Statements, prepared in accordance with IFRS as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
the annual report including the Strategic Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.
On behalf of the Board
David Frank
Chairman
9 June 2016Directors' Remuneration Report
Introduction
This report is submitted in accordance with schedule 8 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008, in respect of the year ended 31 March 2016. This report also meets the Financial Conduct Authority's Listing Rules and describes how the Board has applied the principles relating to Directors' remuneration set out in UK Corporate Governance Code (issued September 2014). The reporting requirements require two sections to be included, a Policy Report and an Annual Remuneration Report which are presented below.
Directors' Remuneration Policy Report
This statement of the Directors' Remuneration Policy was effective following approval by shareholders at the Annual General Meeting on 24 July 2014. The Board currently comprises three Directors, all of whom are Non-Executive. The Board does not have a separate remuneration committee as the Company has no employees or executive directors. The Board has not retained external advisers in relation to remuneration matters but has access to information about Directors' fees paid by other companies of a similar size and type. No views which are relevant to the formulation of the Directors' remuneration policy have been expressed to the Company by shareholders, whether at a general meeting or otherwise.
The Board's policy is that the remuneration of Non-Executive Directors should reflect the experience of the Board as a whole, be fair and be comparable with that of other relevant Venture Capital Trusts that are similar in size and have similar investment objectives and structures. Furthermore, the level of remuneration should be sufficient to attract and retain the Directors needed to oversee the Company properly and to reflect the specific circumstances of the Company, the duties and responsibilities of the Directors and the value and amount of time committed to the Company's affairs. The articles of association provide that the Directors shall be paid in aggregate a sum not exceeding 100,000 per annum. None of the Directors is eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits in respect of their services as Non-Executive Directors of the Company.
The articles of association provide that Directors shall retire and be subject to re-election at the first Annual General Meeting after their appointment and that any Director who has not been re-elected for three years shall retire and be subject to re-election at the Annual General Meeting. Also any Director not considered independent shall retire each year and offer himself for re-election at the Annual General Meeting. The Directors' service contracts provide for an appointment of 12 months, after which three months' written notice must be given by either party. A Director who ceases to hold office is not entitled to receive any payment other than accrued fees (if any) for past services. The same policies will apply if a new Director is appointed.
Details of each Director's contract are shown below. The Chairman is paid more than the other Directors to reflect the additional responsibilities of that role. There are no other fees payable to the Directors for additional services outside of their contracts.
Date of Contract
Unexpired term of contract at31 March 2016
Annual rate of Directors' fees if net assets exceed 25 million
Annual rate of Directors' fees if net assets are less than 25 million
Policy on payment of loss of office
David Frank, Chairman
11-Nov-10
None
17,500
15,000
None
Simon Acland
12-Mar-09
None
15,000
12,500
None
Michael Stanes
21-Nov-12
None
15,000
12,500
None
It was agreed that the Directors' remuneration would increase, in the case of David Frank, to 17,500 and in the case of the other Directors to 15,000 if the Company's net asset value exceeds 25 million. After the C share allotment on 28 March 2014 the net asset value exceeded 25 million and therefore the annual rate of Directors' fees increased to the higher level.
Annual Remuneration Report
The remuneration policy described above was implemented on 24 July 2014 after approval at the Annual General Meeting and remains unchanged for a three year period. The Board will review the remuneration of the Directors in line with the VCT industry on an annual basis, if thought appropriate. Otherwise, only a change in role is likely to incur a change in remuneration of any one Director.
Directors' Remuneration (audited information)
The fees paid to Directors in respect of the year ended 31 March 2016 and the prior year are shown below:
Emoluments for the year ended 31 March 2016
Emoluments for the year ended 31 March 2015
David Frank
17,500
17,500
Simon Acland
15,000
15,000
Michael Stanes
15,000
15,000
47,500
47,500
Employers' NI contributions
1,197
1,261
Total Emoluments
48,697
48,761
None of the Directors is eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits in respect of their services as Non-Executive Directors of the Company.
Information required on executive Directors, including the Chief Executive Officer and employees, has been omitted because the Company has neither and therefore it is not relevant.
Directors' emoluments compared to payments to shareholders:
31 March 2016
31 March 2015
'000
'000
Dividends paid:
Ordinary Shareholders
4,177
-
A Shareholders
2,310
318
Share buy-backs
11
179
Total paid to shareholders
6,498
497
Directors' emoluments
48
48
Directors' Share Interests (audited information)
At 31 March 2016 the Directors held no shares in the Company (2015: none). At 31 March 2016 Simon Acland's wife held 48,750 D Class Shares (2015: none). There have been no changes in the holdings of the Directors or their connected parties between 31 March 2016 and the date of this report. There are no requirements or restrictions on Directors holding shares in the Company.
Company Performance
There have been no material trades in the Company's shares in the period under review. Therefore, no performance graph comparing the share price of the Company over the year ended 31 March 2016 with the total return from a notional investment in the FTSE All-Share index over the same period has been included.
No market maker has been appointed and therefore no current bid and offer price is available for the Company's shares. However the Board's policy is to buy back shares from shareholders at a 10% discount to net asset value. The Company will produce a graph of its share performance once there is sufficient activity that the graph would be meaningful to shareholders.
Statement of Voting at the Annual General Meeting
The 2015 Remuneration Report was presented to the Annual General Meeting in July 2015 and received shareholder approval following a vote. 97% of those voting were in favour and no one abstained.
Statement of the Chairman
The Directors' fees are fixed at 17,500 for the Chairman and 15,000 for each of the other Directors. Directors' fees will stay at these levels as long as the Company's net asset value remains in excess of 25 million. If net assets fall below 25 million then their fees will reduce to 15,000 for the Chairman and 12,500 for each of the other Directors. The remuneration of the Directors reflects the experience of the Board as a whole and is fair and comparable with that of other relevant Venture Capital Trusts that are similar in size and have similar investment objectives and structures.
On behalf of the Board
David Frank
Chairman
9 June 2016
Independent Auditor's Report to the Members of Triple Point Income VCT plc
Our opinion on the financial statements is unmodified
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 March 2016 and of its profit for the year then ended;
have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Who we are reporting to
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
What we have audited
Triple Point Income VCT plc's financial statements for the year ended 31 March 2016 comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Shareholders' Equity, the Statement of Cash Flows and the related notes.
The financial reporting framework that has been applied in their preparation is applicable law and IFRSs as adopted by the European Union.
Overview of our audit approach
Overall materiality: 432,000 which represents 1% of the company's net assets; and
Key audit risks were identified as valuation of unquoted investments, revenue recognition and management override of controls.
Our assessment of risk
In arriving at our opinions set out in this report, we highlight the following risks that, in our judgement, had the greatest effect on our audit:
Audit risk
How we responded to the risk
Valuation of unquoted investments (including assets held for sale)
The company's objective is to build a portfolio of unquoted companies which are cash generative and, therefore, capable of producing income and capital repayments to the company prior to their disposal by the company. Unquoted investments amount, by value, to 91.7% of the company's total assets, and are designated as being at fair value through profit or loss. Measurement of the value of an unquoted investment includes significant assumptions and judgements. We therefore identified the valuation of unquoted investments as a significant risk requiring special audit consideration.Our audit work included, but was not restricted to:
Ascertaining an understanding of how the valuations were performed by obtaining the underlying models from the investment manager, discussing the review process and consideration of whether they were made in accordance with published guidance, in particular the IPEVC valuation guidance;
Discussions were held with the investment manager on the choice of valuation methodology and assumptions made;
Audit risk
How we responded to the risk
Reviewing and challenging the basis and reasonableness of the assumptions made by the investment manager in conjunction with available supporting information, such as the corroboration of financial inputs to the relevant investee company management accounts or offer letters from the potential buyer; and
Engaging our valuation specialists to test a sample of investments, their inputs and assumptions.
The company's accounting policies on non-current asset investments and assets held for sale are included in note 2, and its disclosures about unquoted investments held at the year end and assets held for sale are included in notes 10 and 11 respectively. The Audit Committee also identified and considered the valuation and existence of unquoted investments as a key area of risk in the Corporate Governance Statement on page 26.
Revenue recognition
Revenue consists of interest earned on loans to investee companies and cash balances, and dividend income received from investee companies. Revenue is a key factor in demonstrating the performance of the portfolio and its recognition is a key issue. We therefore identified revenue recognition as a significant risk requiring special audit consideration.
Our audit work included, but was not restricted to:
Identifying and evaluating the design of controls relating to revenue recognition and undertaking testing of interest income by comparing the actual to expected income, calculated using the interest rates in the loan instruments;
Considering, reviewing and testing the appropriateness of the accounting policy and whether the accounting policy had been applied correctly; and
For accrued interest income, reviewing management's assessment of recoverability by checking to post year end receipts and also discussion with management.
The company's accounting policy on revenue, including its recognition, is included in note 2, and its disclosures about revenue recognised in the year are included in note 4.
Management override of controls
Under International Standards on Auditing (ISAs) (UK and Ireland), we are required to perform procedures designed to address the risk of management override of controls. Due to the nature of this risk we assess this as a significant risk requiring special audit consideration.
Our audit work included, but was not restricted to:
Tests of journal entries at the year end;
Evaluating judgements and assumptions in management's estimates and their consistent application since prior periods. The main part of this involved judgements and estimates with regards to valuation of unquoted investments. Our response to the risk of valuation of unquoted investments is described above; and
Testing any significant transactions or adjustments outside of the normal course of business.
Our application of materiality and an overview of the scope of our audit
Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality in determining the nature, timing and extent of our audit work and in evaluating the results of that work.
We determined materiality for the audit of the financial statements as a whole to be 432,000 which is 1% of net assets. This benchmark is considered the most appropriate because net assets, which are primarily composed of the company's investment portfolio, is considered to be the key driver of the company's total return performance.
Materiality for the current year is higher than the level that we determined for the year ended 31 March 2015 to reflect the increase in the measurement percentage, from 0.75% of net assets last year to 1% of net assets for this year. The increase reflects our professional judgement formed considering our understanding of the company and is consistent with the rate we apply to other VCTs of similar size and similar risk profile.
We use a different level of materiality, performance materiality, to drive the extent of our testing and this was set at 75% of financial statement materiality. We also determine a lower level of specific materiality for certain areas such as statement of total comprehensive income, directors' remuneration and related party transactions.
We determined the threshold at which we will communicate misstatements to the audit committee to be 21,600. In addition we will communicate misstatements below that threshold that, in our view, warrant reporting on qualitative grounds.
Overview of the scope of our audit
A description of the generic scope of an audit of financial statements is provided on the Financial Reporting Council's website at www.frc.org.uk/auditscopeukprivate.
We conducted our audit in accordance with ISAs (UK and Ireland). Our responsibilities under those standards are further described in the 'Responsibilities for the financial statements and the audit' section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the company in accordance with the Auditing Practices Board's Ethical Standards for Auditors, and we have fulfilled our other ethical responsibilities in accordance with those Ethical Standards.
Our audit approach was based on a thorough understanding of the company's business and is risk-based. The day-to-day management of the company's investment portfolio, the custody of its investments and the maintenance of the company's accounting records is outsourced to Triple Point Investment Management LLP (TPIM), who is the company's investment manager, administrator and secretary. Our audit work included:
obtaining an understanding of, and evaluating, internal controls at the company and TPIM. This was achieved through discussions with the clients to update our understanding from previous year and performance of walkthrough procedures; and
undertaking substantive testing on significant transactions, balances and disclosures, the extent of which was based on various factors such as our overall assessment of the control environment, the effectiveness of controls over individual systems and the management of specific risks.
Other reporting required by regulations
Our opinion on other matters prescribed by the Companies Act 2006 is unmodified
In our opinion:
the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006; and
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements and the part of the Directors' Remuneration Report to be audited are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Under the Listing Rules, we are required to review:
the directors' statements in relation to going concern and longer-term viability, set out on pages 29 and page 10 respectively ; and
the part of the Corporate Governance Statement relating to the company's compliance with the provisions of the UK Corporate Governance Code specified for our review.
Under the ISAs (UK and Ireland), we are required to report to you if, in our opinion, information in the annual report is:
materially inconsistent with the information in the audited financial statements; or
apparently materially incorrect based on, or materially inconsistent with, our knowledge of the company acquired in the course of performing our audit; or
otherwise misleading.
In particular, we are required to report to you if:
we have identified any inconsistencies between our knowledge acquired during the audit and the directors' statement that they consider the annual report is fair, balanced and understandable; or
the annual report does not appropriately disclose those matters that were communicated to the audit committee which we consider should have been disclosed.
We have nothing to report in respect of the above.
We also confirm that we do not have anything material to add or to draw attention to in relation to:
the directors' confirmation in the annual report that they have carried out a robust assessment of the principal risks facing the company including those that would threaten its business model, future performance, solvency or liquidity;
the disclosures in the annual report that describe those risks and explain how they are being managed or mitigated;
the directors' statement in the financial statements about whether they have considered it appropriate to adopt the going concern basis of accounting in preparing them, and their identification of any material uncertainties to the company's ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements; and
the directors' explanation in the annual report as to how they have assessed the prospects of the company, over what period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that the company will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.
Responsibilities for the financial statements and the audit
What the directors are responsible for:
As explained more fully in the Directors' Responsibilities Statement set out on page 30, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.
What we are responsible for:
Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and ISAs (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
Nicholas Page
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
London
9 June 2016
Unaudited Non-Statutory Analysis of - The Ordinary Share Fund
Statement of Comprehensive Income
Year ended
Year ended
Note
31 March 2016
31 March 2015
Revenue
Capital
Total
Revenue
Capital
Total
'000
'000
'000
'000
'000
'000
Investment income
694
-
694
702
-
702
Realised gain on investments
-
342
342
-
-
-
Unrealised gain on investments
-
80
80
-
926
926
Investment return
694
422
1,116
702
926
1,628
Investment management fees
(183)
(61)
(244)
(175)
(58)
(233)
Other expenses
(127)
(16)
(143)
(68)
-
(68)
Profit before taxation
384
345
729
459
868
1,327
Taxation
(33)
12
(21)
(99)
13
(86)
Profit after taxation
351
357
708
360
881
1,241
Total comprehensive income for the year
351
357
708
360
881
1,241
Basic and diluted earnings per share
9
1.80p
1.84p
3.64p
1.84p
4.50p
6.34p
Balance Sheet
Note
31 March 2016
31 March 2015
'000
'000
Non-current assets
Financial assets at fair value through profit or loss
11,992
7,887
Current assets
Assets held for sale
608
8,557
Receivables
333
33
Cash and cash equivalents
326
334
1,267
8,924
Current liabilities
Payables
(84)
(162)
Net assets
13,175
16,649
Equity attributable to equity holders
13,175
16,649
Net asset value per share
17
67.69p
85.49p
Statement of Changes in Shareholders' Equity
31 March 2016
31 March 2015
'000
'000
Opening shareholders' funds
16,649
15,587
Purchase of own shares
(7)
(179)
Issue of new shares
3
-
Profit for the year
708
1,241
Dividends paid
(4,178)
-
Closing shareholders' funds
13,175
16,649
Investment Portfolio
31 March 2016
31 March 2015
Cost
Valuation
Cost
Valuation
'000
%
'000
%
'000
%
'000
%
Unquoted qualifying holdings
10,646
84.54
11,014
85.21
13,912
88.87
15,064
89.78
Unquoted non-qualifying holdings
1,618
12.84
1,586
12.27
1,412
9.01
1,380
8.23
Financial assets at fair value through profit or loss
12,264
97.38
12,600
97.48
15,324
97.88
16,444
98.01
Cash and cash equivalents
326
2.62
326
2.52
334
2.12
334
1.99
12,590
100.00
12,926
100.00
15,658
100.00
16,778
100.00
Unquoted Qualifying Holdings
'000
%
'000
%
'000
%
'000
%
Cinema digitisation
Digima Ltd
1,262
10.02
1,274
9.86
1,262
8.06
1,291
7.69
Digital Screen Solutions Ltd
2,020
16.04
2,020
15.63
2,020
12.90
2,028
12.09
Solar
Bandspace Ltd
-
-
-
-
1,200
7.66
1,650
9.83
Bridge Power Ltd
-
-
-
-
125
0.80
167
1.00
Campus Link Ltd
-
-
-
-
690
4.41
892
5.32
Convertibox Services Ltd
-
-
-
-
1,000
6.39
1,170
6.97
C More Energy Ltd
1,000
7.94
1,153
8.92
1,000
6.39
1,123
6.69
Green Energy for Education Ltd
475
3.77
608
4.70
1,000
6.39
1,128
6.72
PJC Renewable Energy Ltd
5
0.04
5
0.04
5
0.03
5
0.03
Anaerobic Digestion
Biomass Future Generation Ltd
-
-
-
-
1,550
9.90
1,550
9.24
GreenTec Energy Ltd
-
-
-
-
1,000
6.39
1,000
5.96
Katharos Organic Ltd
-
-
-
-
1,000
6.39
1,000
5.96
Hydro Electric Power
Elementary Energy Ltd
2,060
16.36
2,130
16.48
2,060
13.16
2,060
12.28
Green Highland Shenval Ltd
1,624
12.90
1,624
12.56
-
-
-
-
Energy Generation and Infrastructure
Green Highland Hydro Generation Ltd
2,200
17.47
2,200
17.02
-
-
-
-
Green Highland Hydro Power Ltd
-
-
-
-
-
-
-
-
10,646
84.54
11,014
85.21
13,912
88.87
15,064
89.78
Unquoted Non-Qualifying Holdings
'000
%
'000
%
'000
%
'000
%
Crematorium Management
Furnace Managed Services Ltd
820
6.51
788
6.10
1,020
6.51
988
5.89
Hydro Electric Power
Elementary Energy Ltd
344
2.73
344
2.66
392
2.50
392
2.34
Green Highland Shenval Ltd
-
-
-
-
-
-
-
-
Energy Generation and Infrastructure
Green Highland Hydro Generation Ltd
4
0.03
4
0.03
-
-
-
-
SME Lending
Other:
Funding Path Ltd
450
3.57
450
3.48
-
-
-
-
1,618
12.84
1,586
12.27
1,412
9.01
1,380
8.23
Unaudited Non-Statutory Analysis of - The A Ordinary Share Fund
Statement of Comprehensive Income
Year ended
Year ended
Note
31 March 2016
31 March 2015
Revenue
Capital
Total
Revenue
Capital
Total
'000
'000
'000
'000
'000
'000
Investment income
490
-
490
124
-
124
Realised loss on investments
-
(362)
(362)
-
(1)
(1)
Unrealised (loss)/gain on investments
-
(101)
(101)
-
541
541
Investment return
490
(463)
27
124
540
664
Investment management fees
(39)
(13)
(52)
(53)
(17)
(70)
Other expenses
(10)
(4)
(14)
(18)
-
(18)
Profit/(loss) before taxation
441
(480)
(39)
53
523
576
Taxation
(1)
2
1
(12)
4
(8)
Profit/(loss) after taxation
440
(478)
(38)
41
527
568
Total comprehensive (loss)/income for the year
440
(478)
(38)
41
527
568
Basic and diluted (loss)/earnings per share
9
8.57p
(9.29p)
(0.72p)
0.82p
10.24p
11.06p
Balance Sheet
Note
31 March 2016
31 March 2015
'000
'000
Non-current assets
Financial assets at fair value through profit or loss
950
890
Current assets
Assets held for sale
789
3,298
Receivables
313
5
Cash and cash equivalents
78
301
1,180
3,604
Current liabilities
Payables
(12)
(29)
Net assets
2,118
4,465
Equity attributable to equity holders
2,118
4,465
Net asset value per share
17
41.28p
87.01p
Statement of Changes in Shareholders' Equity
31 March 2016
31 March 2015
'000
'000
Opening shareholders' funds
4,465
4,215
Issue of new shares
-
-
Profit for the year
(38)
568
Dividends paid
(2,309)
(318)
Closing shareholders' funds
2,118
4,465
Investment Portfolio
31 March 2016
31 March 2015
Cost
Valuation
Cost
Valuation
'000
%
'000
%
'000
%
'000
%
Unquoted qualifying holdings
875
45.98
789
43.43
3,475
92.03
4,188
93.29
Unquoted non-qualifying holdings
950
49.92
950
52.28
-
-
-
-
Financial assets at fair value through profit or loss
1,825
95.90
1,739
95.71
3,475
92.03
4,188
93.29
Cash and cash equivalents
78
4.10
78
4.29
301
7.97
301
6.71
1,903
100.00
1,817
100.00
3,776
100.00
4,489
100.00
Unquoted Qualifying Holdings
'000
%
'000
%
'000
%
'000
%
Electricity Generation
Solar
Arraze Ltd
-
-
-
-
600
15.89
800
17.82
Bridge Power Ltd
-
-
-
-
600
15.89
801
17.84
Core Generation Ltd
-
-
-
-
600
15.89
823
18.33
Trym Power Ltd
-
-
-
-
200
5.30
274
6.10
Anaerobic Digestion
-
BioMass Future Generation Ltd
-
-
-
-
600
15.89
600
13.37
Landfill Gas*
-
Aeris Power Ltd
525
27.59
424
23.34
525
13.90
525
11.70
Craigahulliar Energy Ltd
350
18.39
365
20.09
350
9.27
365
8.13
875
45.98
789
43.43
3,475
92.03
4,188
93.29
Unquoted Non-Qualifying Holdings
'000
%
'000
%
'000
%
'000
%
SME Lending
Other:
-
-
Funding Path Ltd
950
49.92
950
52.28
-
-
-
-
950
49.92
950
52.28
-
-
-
-
* Assets held for sale
Unaudited Non-Statutory Analysis of - The C Ordinary Share Fund
Statement of Comprehensive Income
Year ended
Year ended
Note
31 March 2016
31 March 2015
Revenue
Capital
Total
Revenue
Capital
Total
'000
'000
'000
'000
'000
'000
Investment income
832
-
832
467
-
467
Unrealised gain on investments
-
325
325
-
-
-
Investment return
832
325
1,157
467
-
467
Investment management fees
(230)
(77)
(307)
(217)
(72)
(289)
Other expenses
(43)
-
(43)
(51)
-
(51)
Profit/(loss) before taxation
559
248
807
199
(72)
127
Taxation
(113)
15
(98)
(40)
14
(26)
Profit/(loss) after taxation
446
263
709
159
(58)
101
Total comprehensive income for the year
446
263
709
159
(58)
101
Basic and diluted earnings/(loss) per share
9
3.31p
1.96p
5.27p
1.22p
(0.44p)
0.78p
Balance Sheet
Note
31 March 2016
31 March 2015
'000
'000
Non current assets
Financial assets at fair value through profit or loss
14,132
13,126
Current assets
Receivables
2
65
Cash and cash equivalents
246
331
248
396
Current liabilities
Payables
(262)
(113)
Net assets
14,118
13,409
Equity attributable to equity holders
14,118
13,409
Net asset value per share
17
105.03p
99.76p
Statement of Changes in Shareholders' Equity
31 March 2016
31 March 2015
'000
'000
Opening shareholders' funds
13,409
6,873
Issue of new shares
-
6,435
Profit for the year
709
101
Closing shareholders' funds
14,118
13,409
Investment Portfolio
31 March 2016
31 March 2015
Cost
Valuation
Cost
Valuation
'000
%
'000
%
'000
%
'000
%
Unquoted qualifying holdings
9,430
67.10
9,755
67.85
9,430
70.07
9,430
70.07
Unquoted non-qualifying holdings
4,377
31.15
4,377
30.45
3,696
27.45
3,696
27.45
Financial assets at fair value through profit or loss
13,807
98.25
14,132
98.30
13,126
97.52
13,126
97.52
Cash and cash equivalents
246
1.75
246
1.70
331
2.48
331
2.48
14,053
100.00
14,378
100.00
13,457
100.00
13,457
100.00
Unquoted Qualifying Holdings
'000
%
'000
%
'000
%
'000
%
Hydro Electric Power
Green Highland Allt Choire A Bhalachain (225) Ltd
3,130
22.27
3,130
21.77
3,130
23.26
3,130
23.26
Green Highland Allt Phocachain (1015) Ltd
2,000
14.23
2,000
13.91
2,000
14.86
2,000
14.86
Green Highland Renewables (Achnacarry) Ltd
4,300
30.60
4,625
32.17
4,300
31.95
4,300
31.95
9,430
67.10
9,755
67.85
9,430
70.07
9,430
70.07
Unquoted Non-Qualifying Holdings
'000
%
'000
%
'000
%
'000
%
Hydro Electric Power
Green Highland Allt Choire A Bhalachain (225) Ltd
341
2.43
341
2.37
162
1.20
162
1.20
Green Highland Allt Garbh Ltd ST Loan
30
0.21
30
0.21
30
0.22
30
0.22
Green Highland Allt GNF (385) ST Loan
-
-
-
-
30
0.22
30
0.22
Green Highland Allt Phocachain (1015) Ltd
175
1.25
175
1.22
54
0.40
54
0.40
Green Highland Renewables (Achnacarry) Ltd
133
0.95
133
0.93
-
-
-
-
SME Lending and Investment
Hydro Electric Power:
-
Broadpoint 2 Ltd
2,894
20.59
2,894
20.13
3,420
25.41
3,420
25.41
Broadpoint 3 Ltd
804
5.72
804
5.59
-
-
-
-
4,377
31.15
4,377
30.45
3,696
27.45
3,696
27.45
Unaudited Non-Statutory Analysis of - The D Ordinary Share Fund
Statement of Comprehensive Income
Year ended
Year ended
Note
31 March 2016
31 March 2015
Revenue
Capital
Total
Revenue
Capital
Total
'000
'000
'000
'000
'000
'000
Investment income
687
-
687
20
-
20
Realised gain on investments
-
1
1
-
-
-
Investment return
687
1
688
20
-
20
Investment management fees
(141)
(46)
(187)
(15)
(5)
(20)
Other expenses
(76)
(48)
(124)
(9)
-
(9)
Profit/(loss) before taxation
470
(93)
377
(4)
(5)
(9)
Taxation
(94)
9
(85)
1
1
2
Profit/(loss) after taxation
376
(84)
292
(3)
(4)
(7)
Total comprehensive income/(loss) for the year
376
(84)
292
(3)
(4)
(7)
Basic and diluted earnings/(loss) per share
9
2.82p
(0.63p)
2.19p
(0.28p)
(0.44p)
(0.72p)
Balance Sheet
Note
31 March 2016
31 March 2015
'000
'000
Non current assets
Financial assets at fair value through profit or loss
13,090
7,432
Current assets
Receivables
561
62
Cash and cash equivalents
382
27
943
89
Current liabilities
Payables
(158)
(2,323)
Net assets
13,875
5,198
Equity attributable to equity holders
13,875
5,198
Net asset value per share
17
101.26p
98.15p
Statement of Changes in Shareholders' Equity
31 March 2016
31 March 2015
'000
'000
Opening shareholders' funds
5,198
-
Issue of new shares
8,385
5,205
Profit/(loss) for the year
292
(7)
Closing shareholders' funds
13,875
5,198
Investment Portfolio
31 March 2016
31 March 2015
Cost
Valuation
Cost
Valuation
'000
%
'000
%
'000
%
'000
%
Unquoted qualifying holdings
10,137
75.25
10,137
75.25
7,427
99.57
7,427
99.57
Unquoted non-qualifying holdings
2,953
21.92
2,953
21.92
5
0.07
5
0.07
Financial assets at fair value through profit or loss
13,090
97.17
13,090
97.17
7,432
99.64
7,432
99.64
Cash and cash equivalents
382
2.83
382
2.83
27
0.36
27
0.36
13,472
100.00
13,472
100.00
7,459
100.00
7,459
100.00
Unquoted Qualifying Holdings
'000
%
'000
%
'000
%
'000
%
Hydro Electric Power
Green Highland Allt Garbh Ltd
2,710
20.12
2,710
20.12
-
-
-
-
Green Highland Allt Ladaidh (1148) Ltd
3,500
25.98
3,500
25.98
3,500
46.92
3,500
46.92
Green Highland Allt Luaidhe (228) Ltd
1,995
14.81
1,995
14.81
1,995
26.75
1,995
26.75
Green Highland Allt Phocachain (1015) Ltd
1,932
14.34
1,932
14.34
1,932
25.90
1,932
25.90
10,137
75.25
10,137
75.25
7,427
99.57
7,427
99.57
Unquoted Non-Qualifying Holdings
'000
%
'000
%
'000
%
'000
%
Hydro Electric Power
Green Highland Allt Luaidhe (228) Ltd
185
1.37
185
1.37
5
0.07
5
0.07
Kinlochteacius Hydro Limited
762
5.66
762
5.66
-
-
-
-
SME Lending and Investment
-
-
-
-
Hydro Electric Power:
Broadpoint 3 Ltd
1,206
8.95
1,206
8.95
-
-
-
-
Other:
Funding Path Ltd
800
5.94
800
5.94
-
-
-
-
2,953
21.92
2,953
21.92
5
0.07
5
0.07
Statement of Comprehensive Income
For the year ended 31 March 2016
Year ended
Year ended
31 March 2016
31 March 2015
Note
Rev.
Cap.
Total
Rev.
Cap.
Total
'000
'000
'000
'000
'000
'000
Income
Investment income
4
2,703
-
2,703
1,313
-
1,313
(Loss) arising on the disposal of investments during the year
-
(19)
(19)
-
(1)
(1)
Gain arising on the revaluation of investments at the year end
-
304
304
-
1,467
1,467
Investment return
2,703
285
2,988
1,313
1,466
2,779
Expenses
Investment management fees
5
593
197
790
460
152
612
Financial and regulatory costs
24
-
24
23
-
23
General administration
16
-
16
15
-
15
Legal and professional fees
6
55
68
123
54
-
54
Directors' remuneration
7
48
-
48
48
-
48
Interest payable
113
-
113
6
-
6
Operating expenses
849
265
1,114
606
152
758
Profit before taxation
1,854
20
1,874
707
1,314
2,021
Taxation
8
(241)
38
(203)
(150)
32
(118)
Profit after taxation
1,613
58
1,671
557
1,346
1,903
Profit and total comprehensive income for the year
1,613
58
1,671
557
1,346
1,903
Basic and diluted earnings per share
n/a
n/a
n/a
n/a
n/a
n/a
The total column of this statement is the Statement of Comprehensive Income of the Company prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The supplementary revenue return and capital columns have been prepared in accordance with the Association of Investment Companies Statement of Recommended Practice (AIC SORP 2014).
All revenue and capital items in the above statement derive from continuing operations.
This Statement of Comprehensive Income includes all recognised gains and losses.
The accompanying notes are an integral part of these statements.
Balance Sheet
at 31 March 2016
31 March 2016
31 March 2015
Note
'000
'000
Non-current assets
Financial assets at fair value through profit or loss
10
40,164
29,335
Current assets
Assets held for sale
11
1,397
11,855
Receivables
12
1,210
165
Cash and cash equivalents
13
1,032
993
3,639
13,013
Total Assets
43,803
42,348
Current liabilities
Payables and accrued expenses
14
316
2,511
Current taxation payable
201
116
517
2,627
Net Assets
43,286
39,721
Equity attributable to equity holders
Share capital
15
518
434
Share redemption reserve
2
451
Share premium
16,307
32,405
Special distributable reserve
27,447
6,997
Capital reserve
(1,515)
(1,573)
Revenue reserve
527
1,007
Total equity
43,286
39,721
The statements were approved by the Directors and authorised for issue on 9 June 2016 and are signed on their behalf by:
David Frank
Chairman
9 June 2016
Company registration number 6421083.
The accompanying notes are an integral part of this statement.
Statement of Changes in Shareholders' Equity
For the year ended 31 March 2016
Issued Capital
Share Redemption Reserve
Share Premium
Special Distributable Reserve
Capital Reserve
Revenue Reserve
Total
'000
'000
'000
'000
'000
'000
'000
Year ended 31 March 2016
Opening balance
434
451
32,405
6,997
(1,573)
1,007
39,721
Issue of new shares
84
-
8,687
(383)
-
-
8,388
Purchase of own shares
-
-
-
(7)
-
-
(7)
Cancellation of share premium and share redemption
-
(449)
(24,785)
25,234
-
-
-
Dividends paid
-
-
-
(4,394)
-
(2,093)
(6,487)
Transactions with owners
84
(449)
(16,098)
20,450
-
(2,093)
1,894
Profit for the year
-
-
-
-
58
1,613
1,671
Other comprehensive income
-
-
-
-
-
-
-
Profit and total comprehensive income for the year
-
-
-
-
58
1,613
1,671
Balance at 31 March 2016
518
2
16,307
27,447
(1,515)
527
43,286
Capital reserve consists of:
Investment holding gains
575
Other realised losses
(2,090)
(1,515)
Year ended 31 March 2015
Opening balance
318
449
20,875
7,502
(2,919)
450
26,675
Issue of new shares
118
-
11,530
(8)
-
-
11,640
Purchase of own shares
(2)
2
-
(179)
-
-
(179)
Dividend paid
-
-
-
(318)
-
-
(318)
Transactions with owners
116
2
11,530
(505)
-
-
11,143
Profit for the year
-
-
-
1,346
557
1,903
Profit and total comprehensive income for the year
-
-
-
1,346
557
1,903
Balance at 31 March 2015
434
451
32,405
6,997
(1,573)
1,007
39,721
Capital reserve consists of:
Investment holding gains
1,833
Other realised losses
(3,406)
(1,573)
The capital reserve represents the proportion of Investment Management fees charged against capital and realised/unrealised gains or losses on the disposal/revaluation of investments. The unrealised capital reserve, share redemption reserve and share premium reserve are not distributable. The special distributable reserve was created on court cancellation of the share premium account. The revenue, special distributable and realised capital reserves are distributable by way of dividend.
Statement of Cash Flows
For the year ended 31 March 2016
Year ended
Year ended
31 March 2016
31 March 2015
'000
'000
Cash flows from operating activities
Profit before taxation
1,874
2,021
Loss arising on the disposal of investments during the period
19
1
(Gain) arising on the revaluation of investments at the period end
(304)
(1,467)
Cash flow generated by operations
1,589
555
(Increase)/decrease in receivables
(428)
5
(Decrease)/Increase in payables
(2,196)
2,353
Taxation
(118)
(102)
Net cash flows from operating activities
(1,153)
2,811
Cash flow from investing activities
Purchase of financial assets at fair value through profit or loss
(16,707)
(20,907)
Proceeds of sale of financial assets at fair value through profit or loss
16,005
520
Net cash flows from investing activities
(702)
(20,387)
Cash flows from financing activities
Issue of new shares
8,388
11,640
Purchase of own shares
(7)
(179)
Dividends paid
(6,487)
(318)
Net cash flows from financing activities
1,894
11,143
Net increase/(decrease) in cash and cash equivalents
39
(6,433)
Reconciliation of net cash flow to movements in cash and cash equivalents
Opening cash and cash equivalents
993
7,426
Net increase/(decrease) in cash and cash equivalents
39
(6,433)
Closing cash and cash equivalents
1,032
993
The accompanying notes are an integral part of these statements.
Notes to the Financial Statements
1. Corporate Information
The Financial Statements of the Company for the year ended 31 March 2016 were authorised for issue in accordance with a resolution of the Directors on 9 June 2016.
The Company was admitted for listing on the London Stock Exchange on 6 February 2008.
The Company is incorporated and domiciled in Great Britain and registered in England and Wales. The address of its registered office, which is also its principal place of business, is 18 St Swithin's Lane, London EC4N 8AD.
The Company is required to nominate a functional currency, being the currency in which the Company predominately operates. The functional and reporting currency is sterling, reflecting the primary economic environment in which the Company operates.
The principal activity of the Company is investment. The Company's investment strategy is that at least 70% of the Company's net assets are or will be invested in VCT qualifying unquoted companies. The remaining assets are exposed either to cash or cash-based similar liquid investments or investments originated in line with the Company's VCT Qualifying Investment Policy.
2. Basis of Preparation and Accounting Policies
Basis of Preparation
After making the necessary enquiries, the Directors confirm that they are satisfied that the Company has adequate resources to continue in business for the foreseeable future. The Board receives regular reports from the Investment Manager and the Directors believe that, as no material uncertainties leading to significant doubt about going concern have been identified, it is appropriate to continue to apply the going concern basis in preparing the Financial Statements.
The Company entered into one loan agreement during the year to enhance short term liquidity. It is not anticipated that borrowings or banking facilities will be required in the future.
The Financial Statements of the Company for the year to 31 March 2016 have been prepared in accordance with International Financial Reporting Standards ("IFRS") adopted for use in the European Union and complied with the Statement of Recommended Practice: "Financial Statements of Investment Trust Companies and Venture Capital Trusts" (SORP) issued by the Association of Investment Companies (AIC) in November 2014, in so far as this does not conflict with IFRS.
The Financial Statements are prepared on a historical cost basis except that investments are shown at fair value through profit or loss.
The preparation of Financial Statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these judgements.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities relate to:
the valuation of unlisted financial investments held at fair value through profit or loss, which are valued on the basis noted below (under the heading Non Current Asset Investments) and in note 10.
the recognition or otherwise of accrued income on loan notes and similar instruments granted to investee companies which is assessed in conjunction with the overall valuation of unlisted financial investments as noted above.
The key judgements made by Directors are in the valuation of unquoted investments. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects that period or in the period of revision and future periods if the revision affects both current and future periods. The carrying value of investments is disclosed in note 10 and 11.
The Directors do not believe that there are any further key judgements made in applying accounting policies or estimates in respect of the Financial Statements.
These Financial Statements have been prepared in accordance with the accounting policies set out below which are based on the recognition and measurement principles of IFRS in issue as adopted by the European Union (EU).
These accounting policies have been applied consistently in preparing these Financial Statements.
Standards issued but not yet effective
The following new standards, amendments to standards and interpretations are not yet effective for the year ended 31 March 2016, and have not been applied in preparing these Financial Statements.
IFRS 9 Financial Instruments (effective 1 January 2018)
IFRS 14 Regulatory Deferral Accounts (effective 1 January 2016)
Amendments to IFRS 11: Accounting for Acquisitions of Interests in Joint Operations (effective 1 January 2016)
Annual Improvements to IFRSs 2012-2014 Cycle (effective 1 January 2016)
Amendments to IAS 27: Equity Method in Separate Financial Statements (effective 1 January 2016)
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture - Amendments to IFRS 10
and IAS 28 (effective 1 January 2016)
All of these changes will be applied by the Company from the effective date but none of them are expected to have a significant impact on the Company's Financial Statements.
Presentation of Statement of Comprehensive Income
In order better to reflect the activities of a Venture Capital Trust, and in accordance with the guidance issued by the Association of Investment Companies, supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been presented alongside the Income Statement.
Capital Management
Capital management is monitored and controlled using the internal control procedures set out on page 28. The capital being managed includes equity and fixed interest VCT qualifying investments, cash balances and liquid resources including debtors and creditors.
The Company's objectives when managing capital are:
to safeguard its ability to continue as a going concern, so that it can continue to provide returns to shareholders and benefits for other stakeholders;
to ensure sufficient liquid resources are available to meet the funding requirements of its investments and to fund new investments where identified.
to enter into short term finance only to enhance short term liquidity.
All capital is represented by the value of share capital, distributable and other reserves. Total Shareholder equity at 31 March 2016 was 43.3 million (2015: 39.7 million).
Non-Current Asset Investments
The Company invests in financial assets with a view to profiting from their total return through income and capital growth. These investments are managed and their performance is evaluated on a fair value basis in accordance with the investment policy detailed in the Strategic Report on pages 4 and 5 and information about the portfolio is provided internally on that basis to the Company's Board of Directors. Accordingly upon initial recognition the investments are designated by the Company as "at fair value through profit or loss" in accordance with IAS39 "Financial instruments recognition and measurement". They are included initially at fair value, which is taken to be their cost (excluding expenses incidental to the acquisition which are written off in the Statement of Comprehensive Income and allocated to "capital" at the time of acquisition). Subsequently the investments are valued at "fair value" which is the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. This is measured as follows:
unlisted investments are fair valued by the Directors in accordance with the International Private Equity and Venture Capital Valuation Guidelines. Fair value is established by using measurements of value such as price of recent transactions, discounted cash flows, cost, and initial cost of investment.
listed investments are fair valued at bid price on the relevant date.
Where securities are designated upon initial recognition as at fair value through profit or loss, gains and losses arising from changes in fair value are included in the Statement of Comprehensive Income for the year as capital items in accordance with the AIC SORP 2014. The profit or loss on disposal is calculated net of transaction costs of disposal.
Investments are recognised as financial assets on legal completion of the investment contract and are de-recognised on legal completion of the sale of an investment.
Assets Held for Sale
Current assets classified as held for sale are presented separately and measured at the value expected to be realised on disposal, which is equivalent to fair value.
Income
Investment income includes interest earned on bank balances and investment loans and includes income tax withheld at source. Dividend income is shown net of any related tax credit and is brought into account on the ex-dividend date.
Fixed returns on investment loans and debt are recognised on a time apportionment basis so as to reflect the effective yield, provided there is no reasonable doubt that payment will be received in due course.
Expenses
All expenses are accounted for on the accruals basis. Expenses are charged to revenue with the exception of the investment management fee, which has been charged 75% to the revenue account and 25% to the capital account (2015: 75% revenue, 25% capital) to reflect, in the Directors' opinion, the expected long term split of returns in the form of income and capital gains respectively from the investment portfolio.
The Company's general expenses are split between the share classes using their net asset value divided by the Company's net asset value.
Taxation
Corporation tax payable is applied to profits chargeable to corporation tax, if any, at the current rate in accordance with IAS 12 "Income Taxes". The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue on the "marginal" basis as recommended by the AIC SORP 2014.
In accordance with IAS 12, deferred tax is recognised using the balance sheet method providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. The Directors have considered the requirements of IAS 12 and do not believe that any provision should be made.
Financial Instruments
The Company's principal financial assets are its investments and the accounting policies in relation to those assets are set out above. Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities. Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.
Issued Share Capital
Ordinary Shares are classified as equity because they do not contain an obligation to transfer cash or another financial asset. Issue costs associated with the allotment of shares have been deducted from the share premium account in accordance with IAS 32.
Cash and Cash Equivalents
Cash and cash equivalents representing cash available at less than 3 months' notice are classified as loans and receivables under IAS 39.
Reserves
The revenue reserve (retained earnings) and capital reserve reflect the guidance in the AIC SORP 2014. The capital reserve represents the proportion of Investment Management fees charged against capital and realised/unrealised gains or losses on the disposal/revaluation of investments. The unrealised capital reserve, share redemption reserve and share premium reserve are not distributable. The special distributable reserve was created on court cancellation of the share premium account. The revenue, special distributable and realised capital reserves are distributable by way of dividend.
3. Segmental Reporting
The Company only has one class of business, being investment activity. All revenues and assets are generated and held in the UK.
4. Investment Income
Year ended
Year ended
31 March 2016
31 March 2015
Ord.
A
C
D
Ord.
A
C
D
Shares
Shares
Shares
Shares
Total
Shares
Shares
Shares
Shares
Total
'000
'000
'000
'000
'000
'000
'000
'000
'000
'000
Loan stock interest
458
55
828
683
2,024
690
121
458
20
1,289
Dividends received
232
434
-
-
666
-
-
-
-
-
Interest receivable on bank balances
4
1
4
4
13
12
3
9
-
24
694
490
832
687
2,703
702
124
467
20
1,313
5. Investment Management Fees
TPIM provides investment management and administration services to the Company under an Investment Management Agreement effective 6 February 2008 and two deeds of variation to that agreement effective 21 November 2012 and 28 October 2014. The agreement provides for an administration and investment management fee of 1.75% per annum of net assets payable quarterly in arrear for both Ordinary Shares and A Shares. For the Ordinary Shares issued under the 2007 offer the agreement ran until 6 February 2014 after which the management fee proportion of 1.5% has not been charged. For all other Ordinary Shares the appointment shall continue until at least 30 April 2018. For A Shares the appointment shall continue until at least 30 April 2017. The agreement provides for an administration and investment management fee of 2.25% per annum of net assets payable quarterly in arrear for C Shares and D Shares. For C Shares and D Shares the appointment shall continue for a period of at least 6 years from the admission of those shares.
6. Legal and Professional Fees
Legal and professional fees include remuneration paid to the Company's auditor, Grant Thornton UK LLP as shown in the following table:
Year ended
Year ended
31 March 2016
31 March 2015
Ord.
A
C
D
Ord.
A
C
D
Shares
Shares
Shares
Shares
Total
Shares
Shares
Shares
Shares
Total
'000
'000
'000
'000
'000
'000
'000
'000
'000
'000
Fees payable to the Company's auditor:
- for the audit of the financial statements
10
2
8
7
27
11
3
8
1
23
- for taxation compliance services
1
-
1
1
3
1
-
1
-
2
11
2
9
8
30
12
3
9
1
25
7. Directors' Remuneration
Year ended
Year ended
31 March 2016
31 March 2015
Ord.
A
C
D
Ord.
A
C
D
Shares
Shares
Shares
Shares
Total
Shares
Shares
Shares
Shares
Total
'000
'000
'000
'000
'000
'000
'000
'000
'000
'000
David Frank
6
2
5
5
18
9
2
7
-
18
Simon Acland
5
1
4
5
15
7
2
6
-
15
Michael Stanes
6
1
5
3
15
7
2
5
1
15
Total
17
4
14
13
48
23
6
18
1
48
The only remuneration received by the Directors was their Directors' fees. The Company has no employees other than the Non-Executive Directors. The average number of Non-Executive Directors in the year was three. Full disclosure of Directors' remuneration is included in the Directors' Remuneration report.
8. Taxation
Year ended
Year ended
31 March 2016
31 March 2015
Ord.
A
C
D
Ord.
A
C
D
Shares
Shares
Shares
Shares
Total
Shares
Shares
Shares
Shares
Total
'000
'000
'000
'000
'000
'000
'000
'000
'000
'000
Profit/(loss) on ordinary activities before tax
729
(39)
807
377
1,874
1,327
576
127
(9)
2,021
Corporation tax @ 20%
146
(8)
162
75
375
265
115
26
(2)
404
Effect of:
-
-
Capital (gains)/losses not taxable
(84)
93
(65)
-
(56)
(185)
(108)
-
-
(293)
Income received not taxable
(46)
(87)
-
-
(133)
-
-
-
-
-
Disallowed expenditure
3
1
10
14
-
-
-
-
-
Unrelieved tax losses arising in the year
(1)
-
(1)
-
-
-
-
-
Prior year adjustment
3
-
1
-
4
6
1
-
-
7
Tax charge/credit
21
(1)
98
85
203
86
8
26
(2)
118
Capital gains and losses are exempt from corporation tax due to the Company's status as a Venture Capital Trust.
9. Earnings/(loss) per Share
Earnings per Ordinary Share are 3.69p based on the profit after tax of 708,000 (2015: 1,241,000) and on the weighted average number of shares in issue during the period of 19,474,787 (2015:19,573,483). Loss per A Share is 0.72p based on the loss after tax of 38,000 (2015: profit 568,000) and on the weighted average number of shares in issue during the period of 5,131,353 (2015: 5,131,353). The earnings per C Share are 5.27p based on the profit after tax of 709,000 (2015: 101,000) and on the weighted average number of shares in issue during the period of 13,441,438 (2015: 13,010,787). The earnings per D Share are 2.19p based on the profit after tax of 292,000 (2015: loss 7,000) and on the weighted average number of shares in issue during the period of 13,325,044 (2015: 881,097).
The weighted average number of shares in issue during the period for the Ordinary Shares, the A Shares, the C Shares and the D Shares were:
Ordinary Shares
A Shares
Shares
No. Of
Weighted
Shares
No. Of
Weighted
Issued
Days
Average
Issued
Days
Average
Current Year
01-Apr-15
19,474,883
366
19,474,883
5,131,353
366
5,131,353
29-Mar-16
(11,763)
3
(96)
3
31-Mar-16
19,463,120
366
19,474,787
5,131,353
366
5,131,353
C Shares
D Shares
Shares
No. Of
Weighted
Shares
No. Of
Weighted
Issued
Days
Average
Issued
Days
Average
Current Year
01-Apr-15
13,441,438
366
13,441,438
8,467,598
366
8,467,598
02-Apr-15
-
365
-
382,400
365
381,355
14-Apr-15
-
353
-
579,246
353
558,672
01-May-15
-
336
-
4,097,567
336
3,761,701
11-May-15
-
326
-
174,825
326
155,718
31-Mar-16
13,441,438
366
13,441,438
13,701,636
366
13,325,044
There are no potentially dilutive capital instruments in issue and, therefore, no diluted return per share figures are included in these Financial Statements.
10. Financial Assets at Fair Value through Profit or Loss
Investments
Fair Value Hierarchy:
Level 1: quoted prices on active markets for identical assets or liabilities. The fair value of financial instruments traded on active markets is based on quoted market prices at the balance sheet date. A market is regarded as active where the market in which transactions for the asset or liability takes place with sufficient frequency and volume to provide pricing information on an ongoing basis. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in level 1.
Level 2: the fair value of financial instruments that are not traded on active markets is determined by using valuation techniques. These valuation techniques maximise the use of observable inputs including market data where it is available either directly or indirectly and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: the fair value of financial instruments that are not traded on an active market (for example, investments in unquoted companies) is determined by using valuation techniques such as discounted cash flows. If one or more of the significant inputs is based on unobservable inputs including market data, the instrument is included in level 3.
There have been no transfers between these classifications in the period. Any change in fair value is recognised through the Statement of Comprehensive Income.
Further details of these investments are provided in the Investment Manager's Review and Investment Portfolio.
The Company's Investment Manager performs valuations of financial items for financial reporting purposes, including Level 3 fair values. Valuation techniques are selected based on the characteristics of each instrument, with the overall objective of maximising the use of market-based information.
Level 3 valuations include assumptions based on non-observable data with the majority of investments being valued on discounted cash flows or price of recent transactions.
Valuation techniques and unobservable inputs:
Sector
Valuation Techniques
Significant unobservable inputs
Inter relationship between significant unobservable inputs and fair value measurement
Estimated fair value would increase/(decrease) if:
Cinema Digitisation
Discounted cash flows: The valuation model considers the present value of expected payment, discounted using a risk-adjusted discount rate.
Discount rate 4.50%
The discount rate was lower/(higher)
Hydro Electric Power
Discounted cash flows: The valuation model considers the present value of expected payment, discounted using a risk-adjusted discount rate.
Discount rate between 9% and 11.10%
Inflation rate 2%
The discount rate was lower/(higher)
The inflation rate was higher/(lower)
Solar
Discounted cash flows: The valuation model considers the present value of expected payment, discounted using a risk-adjusted discount rate.
Discount rate 8%
Inflation rate 2%
The discount rate was lower/(higher)
The inflation rate was higher/(lower)
Consideration has been given whether the effect of changing one or more inputs to reasonably possible alternative assumptions would result in a significant change to the fair value measurement. Each unquoted portfolio company has been reviewed in order to identify the sensitivity of the valuation methodology to using alternative assumptions.
Where discount rates have been applied to the unquoted investments, alternative discount rates have been considered. Two alternative scenarios for each investment have been modelled, a more prudent assumption (downside case) and a more optimistic assumption (upside case). Applying the downside alternative, the aggregate change in value of the unquoted investments would be 1.3 million or 6.3 per cent lower. Using the upside alternative the aggregate value of the unquoted investments would be 2.5 million or 12 per cent higher.
Movements in investments held at fair value through the profit or loss during the year to 31 March 2016 were as follows:
Year ended 31 March 2016
Level 3 Unquoted Investments
Ord Shares
A Shares
C Shares
D Shares
Total
'000
'000
'000
'000
'000
Opening cost
7,759
875
13,126
7,432
29,192
Opening investment holding losses
128
15
-
-
143
Opening fair value
7,887
890
13,126
7,432
29,335
Purchases at cost
5,878
950
1,511
8,368
16,707
Disposal proceeds
(1,849)
-
(830)
(2,711)
(5,390)
Realised gains
1
-
-
1
2
Investment holding gains
75
(101)
325
-
299
Reclassification as assets held for sale
-
(789)
-
-
(789)
Closing fair value at 31 March 2016
11,992
950
14,132
13,090
40,164
Closing cost
11,789
950
13,807
13,090
39,636
Closing investment holding gains
203
-
325
-
528
Year ended 31 March 2015
Level 3 Unquoted Investments
Ord Shares
A Shares
C Shares
D Shares
Total
'000
'000
'000
'000
'000
Opening cost
15,275
3,696
-
-
18,971
Opening investment holding (losses)/gains
194
172
-
-
366
Opening fair value
15,469
3,868
-
-
19,337
Purchases at cost
199
-
13,276
7,432
20,907
Disposal proceeds
(150)
(220)
(150)
-
(520)
Realised gains/(losses)
-
(1)
-
-
(1)
Investment holding losses
926
541
-
-
1,467
Reclassification as assets held for sale
(8,557)
(3,298)
-
-
(11,855)
Closing fair value at 31 March 2015
7,887
890
13,126
7,432
29,335
Closing cost
7,759
875
13,126
7,432
29,192
Closing investment holding losses
128
15
-
-
143
All investments are designated as fair value through the profit or loss at the time of acquisition and all capital gains or losses arising on investments are so designated. Given the nature of the Company's venture capital investments, the changes in fair values of such investments recognised in these Financial Statements are not considered to be readily convertible to cash in full at the balance sheet date and accordingly any gains or losses on these items are treated as unrealised.
Material disposals during the year
Investee Company
Cost
Disposal
Realised Gain
'000
'000
'000
Green Highland Hydro Power Ltd
1,600
1,601
1
Green Highland AGN Fiadh (365) Ltd
2,710
2,711
1
Broadpoint 2 Ltd
800
800
-
Furnace Managed Services Ltd
200
200
-
5,310
5,312
2
11. Assets Held for Sale
31 March 2016
31 March 2015
Ord. Shares
A Shares
C Shares
D Shares
Total
Ord. Shares
A Shares
C Shares
D Shares
Total
'000
'000
'000
'000
'000
'000
'000
'000
'000
'000
Landfill Gas
Aeris Power Ltd
-
424
-
-
424
-
-
-
-
-
Craigahulliar Energy Ltd
-
365
-
-
365
-
-
-
-
-
Solar
Arraze Ltd
-
-
-
-
-
800
-
-
800
Bandspace Ltd
-
-
-
-
-
1,650
-
-
-
1,650
Bridge Power Ltd
-
-
-
-
-
167
801
-
-
968
Campus Link Ltd
-
-
-
-
-
892
-
-
-
892
Convertibox Services Ltd
-
-
-
-
-
1,170
-
-
-
1,170
Core Generation Ltd
-
-
-
-
-
-
823
-
-
823
Green Energy for Education Ltd
608
-
-
-
608
1,128
-
-
-
1,128
Trym Power Ltd
-
-
-
-
-
-
274
-
-
274
Anaerobic Digestion
Biomass Future Generation Ltd
-
-
-
-
-
1,550
600
-
-
2,150
GreenTec Energy Ltd
-
-
-
-
-
1,000
-
-
-
1,000
Katharos Organic Ltd
-
-
-
-
-
1,000
-
-
-
1,000
608
789
-
-
1,397
8,557
3,298
-
-
11,855
The Landfill Gas companies that were previously treated as Financial Assets at Fair Value through profit or loss have been reclassified as Financial Assets Held for Sale as at 29 February 2016 following the Investment Manager's commitment to sell these companies. A third party buyer has been identified and negotiations are taking place and it is highly probable that a sale will complete within 12 months.
Assets held for Sale are measured at fair value through profit and loss at the discounted price expected to be achieved through the expected sale after the year end.
During June 2015 the investee companies which generated renewable electricity from residential solar PV panels were sold and as a result of this sale, a total of 7.1 million was realised, of which 0.7 million was received as dividend income and not included in the table below but treated as investment income.
* The Company's investments in three Anaerobic Digestion businesses were sold in June 2015. The sale realised 4.8 million which contributed to an uplift of 2.75p per Ordinary Share and 1.76p per A Share, equivalent to 646,000.
Material disposals during the year
Investee Company
Cost
Opening Valuation
Disposal
Realised Gain/(loss)
**Solar
'000
'000
'000
'000
Arraze Ltd
600
800
677
(123)
Bandspace Ltd
1,200
1,650
1,460
(190)
Bridge Power Ltd
725
968
805
(163)
Campus Link Ltd
690
892
901
9
Convertibox Services Ltd
1,000
1,170
1,165
(5)
Core Generation Ltd
600
823
652
(171)
Green Energy for Education Ltd
525
525
525
0
Trym Power Ltd
200
274
250
(24)
* Anaerobic Digestion
Biomass Future Generation Ltd
2,150
2,150
2,484
334
GreenTec Energy Ltd
1,000
1,000
1,156
156
Katharos Organic Ltd
1,000
1,000
1,156
156
9,690
11,252
11,231
(21)
**In the above table the loss shown on the sale of the solar companies was due to a dividend being declared by these companies prior to the sale. The dividends received were 666,183 which offsets the losses on the solar companies shown above.
12. Receivables
31 March 2016
31 March 2015
Ord. Shares
A Shares
C Shares
D Shares
Total
Ord. Shares
A Shares
C Shares
D Shares
Total
'000
'000
'000
'000
'000
'000
'000
'000
'000
'000
Receivables
321
313
1
545
1,180
32
5
64
62
163
Prepayments and accrued income
13
-
1
16
30
1
-
1
-
2
334
313
2
561
1,210
33
5
65
62
165
13. Cash and Cash Equivalents
Cash and cash equivalents comprise deposits with The Royal Bank of Scotland plc.
14. Payables and Accrued Expenses
31 March 2016
31 March 2015
Ord. Shares
A Shares
C Shares
D Shares
Total
Ord. Shares
A Shares
C Shares
D Shares
Total
'000
'000
'000
'000
'000
'000
'000
'000
'000
'000
Payables
-
-
77
-
77
3
-
-
2,296
2,299
Accrued expenses
67
14
90
68
239
77
21
86
28
212
67
14
167
68
316
80
21
86
2,324
2,511
15. Share Capital
Issued & Fully Paid
Ordinary Shares
A Shares
C Shares
D Shares
Total
Number of Shares in issue at 1 April 2015
19,474,883
5,131,353
13,441,438
5,296,574
43,344,248
Movements during the period:
Share buyback
(11,763)
(11,763)
Shares issued under the D share Offer
-
-
-
8,405,062
8,405,062
Number of Shares in issue at 31 March 2016
19,463,120
5,131,353
13,441,438
13,701,636
51,737,457
Nominal value '000 at 31 March 2016
195
51
135
137
518
The nominal value for each share is 0.01 each.
The rights attached to each class of share are disclosed in the Directors Report on pages 22 and 23.
On 30 March 2016 11,763 Ordinary shares were purchased by the Company for cancellation.
16. Financial Instruments and Risk Management
The Company's financial instruments comprise VCT qualifying investments and non qualifying investments, cash balances and liquid resources including debtors and creditors. The Company holds financial assets in accordance with its investment policy detailed in the Strategic Report on page 4.
The following table discloses the financial assets and liabilities of the Company in the categories defined by
IAS 39, "Financial Instruments; Recognition & Measurement."
Total value
Loan and receivables
Financial liabilities held at amortised cost
Designated at fair value through profit or loss
31 March 2016
Assets:
Financial assets at fair value through profit or loss
40,164
-
-
40,164
Assets held for Sale
1,397
-
-
1,397
Receivables
1,180
1,180
-
-
Cash and cash equivalents
1,032
1,032
-
-
43,773
2,212
-
41,561
Liabilities:
Other payables
77
-
77
-
77
-
77
-
31 March 2015
Assets:
Financial assets at fair value through profit or loss
29,335
-
-
29,335
Assets held for Sale
11,855
-
-
11,855
Receivables
163
163
-
-
Cash and cash equivalents
993
993
-
-
42,346
1,156
-
41,190
Liabilities:
Other payables
2,299
-
2,299
-
2,299
-
2,299
-
Fixed Asset Investments (see note 10 and note 11) are valued at fair value. Unquoted investments are carried at fair value as determined by the Directors in accordance with current venture capital industry guidelines. The fair value of all other financial assets and liabilities is represented by their carrying value in the balance sheet. The Directors believe that where an investee company's enterprise value, which is equivalent to fair value, remains unchanged since acquisition, that investment should continue to be held at cost less any loan repayments received. Where they consider the investee company's enterprise value has changed since acquisition, that should be reflected by the investment being held at a value measured using a discounted cash flow model.
In carrying out its investment activities, the Company is exposed to various types of risk associated with the financial instruments and markets in which it invests. The Company's approach to managing its risks is set out below together with a description of the nature of the financial instruments held at the balance sheet date:
Market Risk
The Company's VCT qualifying investments are held in small and medium-sized unquoted companies which, by their nature, entail a higher level of risk and lower liquidity than investments in large quoted companies. The Directors and Investment Manager aim to limit the risk attached to the portfolio as a whole by careful selection and timely realisation of investments by carrying out rigorous due diligence procedures and by maintaining a spread of holdings in terms of industry sector and geographical location. The Board reviews the investment portfolio with the Investment Manager on a regular basis. Details of the Company's investment portfolio at the balance sheet date are set out on pages 14 to 20.
An increase of 1% in the value of investments would increase the capital profits for the period and the net asset value at 31 March 2016 by 416,000. A decrease of 1% would reduce the capital profits and net asset value by the same amount. A movement of 1% is used as a multiple to demonstrate the impact of varying changes on the capital profits and net asset value of the Company.
Interest Rate Risk
Some of the Company's financial assets are interest bearing, of which some are at fixed rates and some at variable rates. As a result, the Company is exposed to interest rate risk arising from fluctuations in the prevailing levels of market interest rates.
Investments made into VCT qualifying holdings are part equity and part loan. The loan element of investments totals 19,252,000 (2015: 15,092,000) and is subject to fixed interest rates for the five year loan terms and as a result there is no cashflow interest rate risk. As the loans are held in conjunction with equity and are valued in combination as part of the enterprise value, fair value risk is considered part of market risk.
The amounts held in variable rate investments at the balance sheet date are as follows:
31 March 2016
31 March 2015
'000
'000
Cash on deposit
1,032
993
1,032
993
An increase in interest rates of 1% per annum would not have a material effect either on the revenue for the year or the net asset value at 31 March 2016. The Board believes that in the current economic climate a movement of 1% is a reasonable illustration.
Credit Risk
Credit risk is the risk that a counterparty will fail to discharge an obligation or commitment that it has entered into with the Company. The Investment Manager and the Board carry out a regular review of counterparty risk. The carrying value of the financial assets represent the maximum credit risk exposure at the balance sheet date.
31 March 2016
31 March 2015
'000
'000
Investments - Loans
19,252
15,092
Cash on deposit
1,032
993
Receivables
1,180
163
21,464
16,248
The Company's bank accounts are maintained with The Royal Bank of Scotland plc ("RBS") whose credit quality and financial position are monitored by the Investment Manager.
Credit risk arising on unquoted loan stock held within unlisted investments is considered to be part of market risk as disclosed above.
Foreign Currency Risk
The Company does not have exposure to material foreign currency risks.
Liquidity Risk
The Company's financial assets include investments in unquoted equity securities which are not traded on a recognised stock exchange and which are illiquid. As a result the Company may not be able to realise some of its investments in these instruments quickly at an amount close to their fair value in order to meet its liquidity requirements.
The Company's liquidity risk is managed on a continuing basis by the Investment Manager in accordance with policies and procedures laid down by the Board. The Company's overall liquidity risks are monitored by the Board on a quarterly basis.
The Board maintains a liquidity management policy where cash and future cash flows from operating activities will be sufficient to pay expenses. At 31 March 2016 cash amounted to 1,032,000 (2015: 993,000).
17. Net Asset Value per Share
The calculation of net asset value per share for the Ordinary Shares is based on Net Assets of 13,175,000 (2015: 16,649,000) divided by the 19,463,120 (2015: 19,474,883) Ordinary Shares in issue.
The calculation of net asset value per share for the A Ordinary Shares is based on Net Assets of 2,118,000 (2015: 4,465,000) divided by the 5,131,353 (2015: 5,131,353) A Ordinary Shares in issue.
The calculation of net asset value per share for the C Ordinary Shares is based on Net Assets of 14,118,000 (2015: 13,409,000) divided by the 13,441,438 (2015: 13,441,438) C Ordinary Shares in issue.
The calculation of net asset value per share for the D Ordinary Shares is based on Net Assets of 13,875,000 (2015: 5,198,000) divided by the 13,701,636 (2015: 5,296,574) D Ordinary Shares in issue.
18. Commitments and Contingencies
The Company has no outstanding commitments or contingent liabilities.
19. Relationship with Investment Manager
During the period, TPIM received 790,444 which has been expensed (2015: 612,188) for providing management and administrative services to the Company. At 31 March 2016 278,385 was owing to TPIM (2015: 288,397).
20. Related Party Transactions
During the year the Company entered into a short term loan agreement with Triple Point Lease Partners ("TPLP"). TPIM is the Investment Manager of the Company and is the operator of TPLP.
The Directors Remuneration Report on pages 31 to 33 discloses the Directors remuneration and shareholdings.
21. Post Balance Sheet Events
There were no post balance sheet events.
22. Dividends
During the year there were two dividends paid to Ordinary Share Class holders. On 24 July 2015 a dividend of 5p per share and on 18 December 2015 a dividend of 16.45p per share was paid, bringing the total dividends paid to Ordinary Shareholders to 25.56p per share.
During the year there were two dividends paid to A Share Class holders. On 24 July 2015 a dividend of 5p per share and on 21 August 2015 a dividend of 40p per share was paid, bringing the total dividends paid to A Shareholders to 56.20p per share.
The Board has resolved to pay the first dividend to C Class Shareholders of 672,072 equal to 5p per share which will be paid on 8 July 2016 to shareholders on the register on 24 June 2016.
Registrars
Shareholder Information
The Company
Triple Point Income VCT plc (formerly TP70 2008(I) VCT plc) is a Venture Capital Trust. The Investment Manager is Triple Point Investment Management LLP.
The Company's investment strategy is to offer combined exposure to cash or cash based funds and venture capital investments focused on companies with contractual revenues from financially secure counterparties. Initially investment exposure was intended to be predominantly to cash and cash based funds. By the end of the accounting period commencing no more than three years after VCT approval was given it was intended that at least 70% of the fund would be committed to VCT qualifying holdings with up to 30% remaining exposed to cash and cash based funds. During the year this was achieved with 82% invested in VCT qualifying holdings.
Financial Calendar
The Company's financial calendar is as follows:
28 July 2016 Annual General Meeting
November 2016 Interim report for the six months ending 30 September 2016 despatched
June 2017 Results for the year to 31 March 2017 announced; Annual Report and FinancialStatements published.
Notice of Annual General Meeting
NOTICE is hereby given that the Annual General Meeting of Triple Point Income VCT plc will be held at 18 St. Swithin's Lane, EC4N 8AD at 10.15 am on Thursday, 28 July 2016 for the following purposes:
Ordinary Business
1. To receive, consider and adopt the Report of the Directors and Financial Statements for the year ended 31 March 2016 together with the Independent Auditors Report thereon (Ordinary Resolution).
2. To approve the the Directors' Remuneration Report for the year ended 31 March 2016 (Ordinary Resolution).
3. To re-elect Michael Stanes as a Director (Ordinary Resolution).
4. To re-appoint Grant Thornton UK LLP as auditor and determine their remuneration (Ordinary Resolution).
Special Business
5. That the Company be and is hereby authorised in accordance with s701 of the Companies Act 2006 (the "Act") to make one or more market purchases (as defined in section 693(4) of the Act) of Ordinary Shares, A Shares, C Shares and D Shares provided that:
(i) the maximum aggregate number of Ordinary Shares authorised to be purchased is an amount equal to 10% of the issued Ordinary Shares as at the date of this Resolution;
(ii) the maximum aggregate number of A Shares authorised to be purchased is an amount equal to 10% of the issued A Shares as at the date of this Resolution;
(iii) the maximum aggregate number of C Shares authorised to be purchased is an amount equal to 10% of the issued C Shares as at the date of this Resolution;
(iv) the maximum aggregate number of D Shares authorised to be purchased is an amount equal to 10% of the issued D Shares as at the date of this Resolution;
(v) the minimum price which may be paid for an Ordinary Share, A Share, C Share or D Share is 1 pence;
(vi) the maximum price which may be paid for an Ordinary Share, A Share, C Share or D Share is an amount, exclusive of expenses, equal to 105 per cent. of the average of the middle market prices for the Ordinary Shares, A Shares, C Shares and D Shares as derived from the Daily Official List of the UK Listing Authority for the five business days immediately preceding the day on which that Ordinary Share, A Share, C Share or D Share (as applicable) is purchased; and
(vii) this authority shall expire either at the conclusion of the next Annual General Meeting of the Company or 15 months following the date of the passing of this Resolution, whichever is the first to occur (unless previously renewed, varied or revoked by the Company in general meeting), provided that the Company may, before such expiry, make a contract to purchase its own shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its own shares in pursuance of such contract as if the authority hereby conferred had not expired. (Special Resolution).
Notice of Annual General Meeting
By Order of the Board
David Frank
Director
Registered Office:
18 St Swithin's Lane
London
EC4N 8AD
9 June 2016
Notes:
(i) A member entitled to vote at the Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote on his or her behalf. A proxy need not be a member of the Company.
(ii) A form of proxy is enclosed. To be effective, the instrument appointing a proxy (together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority) must be deposited at or posted to the office of the registrars of the Company, Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA, so as to be received not less than 48 hours before the time fixed for the Meeting. Completion and return of the form of proxy will not preclude a member from attending or voting at the Meeting in person if he or she so wishes.
(iii) Members who hold their shares in uncertificated form must be entered in the Company's register of Members 48 hours before the Meeting to be entitled to attend or vote at the Meeting. Such shareholders may only cast votes in respect of Ordinary Shares held by them at such time.
(iv) Copies of the service contracts of each of the Directors, the register of Directors' interests in shares of the Company kept in accordance with the Listing Rules and a copy of the Memorandum and Articles of Association of the Company, will be available for inspection at the registered office of the Company during usual business hours on any week day (Saturdays, Sundays and public holidays excepted) from the date of this notice until the date of the Annual General Meeting and at the place of the Annual General Meeting from at least 15 minutes prior to and until the conclusion of the Annual General Meeting.
Form of Proxy
Relating to the 2016 Annual General Meeting of Triple Point Income VCT plc
I/We
BLOCK CAPITALS PLEASE - Name in which shares registered
of
hereby appoint.
or failing him/her the Chairman of the meeting to be my/our proxy and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 10.15am on Thursday 28 July 2016, notice of which was sent to shareholders with the Directors' Report and the Accounts for the period ended 31 March 2016, and at any adjournment thereof. The proxy will vote as indicated below in respect of the resolutions set out in the notice of meeting:
Resolution number
For
Against
Withheld
1.
To receive, consider and adopt the Report of the Directors and the Financial Statements for the year ended 31 March 2016 together with the Independent Auditors Report.
2.
To approve the report set out in the Directors' Remuneration Report for the year ended 31 March 2016.
3.
To re-elect Michael Stanes as a Director.
4.
To re-appoint Grant Thornton UK LLP as auditor and determine their remuneration.
5.
To authorise the Directors to make market purchases of the Company's own shares (Special Resolution).
Signed: ....................................................................... Dated: ................................................ ..2016
Notes
1. A member wishing to appoint a person other than the Chairman of the meeting as proxy should insert the name and address of such person in the space provided.
2. Use of the proxy form does not preclude a member from attending and voting in person.
3. Where this form of proxy is executed by a corporation it must be either under its seal or under the hand of an officer or attorney duly authorised.
4. If the proxy form is signed and returned without any indication as to how the proxy shall vote, the proxy will exercise his/her discretion as to whether and how he/she votes.
5. To be valid, the proxy form must be received by Neville Registrars at Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA no later than 48 hours before the commencement of the meeting.
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