REG - Triple Point Inc VCT - Final Results <Origin Href="QuoteRef">TPV1.L</Origin> - Part 4
16/07/2015 12:31
- Part 4: For the preceding part double click ID:nRSX1357Rc
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Statement of Comprehensive Income
Year ended Year ended
31 March 2015 31 March 2014
Note Rev. Cap. Total Rev. Cap. Total
£'000 £'000 £'000 £'000 £'000 £'000
Income
Investment income 4 1,313 - 1,313 973 - 973
(Loss)/gain arising on the disposal of investments during the year - (1) (1) - 111 111
Gain arising on the revaluation of investments at the year end - 1,467 1,467 - 311 311
Investment return 1,313 1,466 2,779 973 422 1,395
Expenses
Investment management fees 5 460 152 612 269 91 360
Financial and regulatory costs 23 - 23 30 - 30
General administration 15 - 15 30 - 30
Legal and professional fees 6 54 - 54 37 - 37
Directors' remuneration 7 48 - 48 40 - 40
Interest payable 6 - 6 - - -
Operating expenses 606 152 758 406 91 497
Profit before taxation 707 1,314 2,021 567 331 898
Taxation 8 (150) 32 (118) (117) 18 (99)
Profit after taxation 557 1,346 1,903 450 349 799
Total comprehensive income for the year 557 1,346 1,903 450 349 799
Basic and diluted earnings per share 9 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 2009).
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
31 March 2015 31 March 2014
Note £'000 £'000
Non-current assets
Financial assets at fair value through profit or loss 10 29,335 19,337
Current assets
Assets held for sale 11 11,855 -
Receivables 12 165 170
Cash and cash equivalents 13 993 7,426
13,013 7,596
Total Assets 42,348 26,933
Current liabilities
Payables and accrued expenses 14 2,511 158
Current taxation payable 116 100
2,627 258
Net Assets 39,721 26,675
Equity attributable to equity holders of the parent
Share capital 15 434 318
Share redemption reserve 451 449
Share premium 32,405 20,875
Special distributable reserve 6,997 7,502
Capital reserve (1,573) (2,919)
Revenue reserve 1,007 450
Total equity 39,721 26,675
The statements were approved by the Directors and authorised for issue on 24 June 2015 and are signed on their behalf by:
David Frank
Chairman
24 June 2015
Company registration number 6421083.
The accompanying notes are an integral part of this statement.
Statement of Changes in Shareholders' Equity
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 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)
Dividends paid - - - (318) - - (318)
Transactions with owners 116 2 11,530 (505) - - 11,143
Profit for the year - - - - 1,346 557 1,903
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)
Year ended 31 March 2014
Opening balance 545 21 3,696 43,389 (3,268) 317 44,700
Issue of new shares 191 - 17,179 - - - 17,370
Purchase of own shares (428) 428 - (35,125) - - (35,125)
Conversion of B shares 10 - - (10) - - -
Dividend paid - - - (752) - (317) (1,069)
Transactions with owners (227) 428 17,179 (35,887) - (317) (18,824)
Profit for the year - - - 349 450 799
Total comprehensive income for the year - - - - 349 450 799
Balance at 31 March 2014 318 449 20,875 7,502 (2,919) 450 26,675
Capital reserve consists of:
Investment holding gains 366
Other realised losses (3,285)
(2,919)
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 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 and special distributable reserve are distributable by way of dividend.
Statement of Cash Flows
Year ended Year ended
31 March 2015 31 March 2014
£'000 £'000
Cash flows from operating activities
Profit before taxation 2,021 898
Loss/(gain) arising on the disposal of investments during the period 1 (111)
(Gain) arising on the revaluation of investments at the period end (1,467) (311)
Cashflow generated by operations 555 476
Decrease in receivables 5 37
Increase/(decrease) in payables 2,353 (25)
Taxation (102) (72)
Net cash flows from operating activities 2,811 416
Cash flow from investing activities
Purchase of financial assets at fair value through profit or loss (20,907) (2,508)
Proceeds of sale of financial assets at fair value through profit or loss 520 16,746
Decrease in amounts receivable on the disposal of investments - 3,056
Net cash flows from investing activities (20,387) 17,294
Cash flows from financing activities
Issue of new shares 11,640 17,377
Purchase of own shares (179) (35,132)
Dividends paid (318) (1,069)
Net cash flows from financing activities 11,143 (18,824)
Net decrease in cash and cash equivalents (6,433) (1,114)
Reconciliation of net cash flow to movements in cash and cash equivalents
Opening cash and cash equivalents 7,426 8,540
Net decrease in cash and cash equivalents (6,433) (1,114)
Closing cash and cash equivalents 993 7,426
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 2015 were authorised for issue in accordance with a
resolution of the Directors on 24 June 2015.
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's Financial Statements are presented in Pounds Sterling (£) which is also the functional currency of the
Company.
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 and a further agreement after the year end 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 2015 have been prepared in accordance with International
Financial Reporting Standards ("IFRS") adopted for use in the European Union and complied with the Statement of Recommended
Practice: "Financial Statements of Investment Trust Companies and Venture Capital Trusts" (SORP) issued by the Association
of Investment Companies (AIC) in January 2009, in so far as this does not conflict with IFRS.
The Financial Statements are prepared on a historical cost basis except that investments are shown at fair value through
profit or loss.
The preparation of Financial Statements in conformity with IFRS requires management to make judgements, estimates and
assumptions that affect the application of policies and the reported amounts of assets and liabilities, income and
expenses. The estimates and associated assumptions are based on historical experience and various other factors believed to
be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values
of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these
judgements.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities relate to:
· the valuation of unlisted financial investments held at fair value through profit or loss, which are valued on the
basis noted below (in the section headed "non-current asset investments").
· the recognition or otherwise of accrued income on loan notes and similar instruments granted to investee companies
which 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
2015, 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)
· Clarification of Acceptable Methods of Depreciation and Amortisation - Amendments to IAS 16 and IAS 38
(effective 1 January 2016)
· Annual Improvements to IFRSs 2010-2012 Cycle (effective 1 July 2014)
· Annual Improvements to IFRSs 2011-2013 Cycle (effective 1 July 2014)
· 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 29. 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, except for £2.3 million of
external debt. Total Shareholder equity at 31 March 2015 was £39.7 million (2014: £26.7 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 page 4 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 2009. 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 (2014: 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.
Taxation
Corporation tax payable is applied to profits chargeable to corporation tax, if any, at the current rate in accordance with
IAS 12 "Income Taxes". The tax effect of different items of income/gain and expenditure/loss is allocated between capital
and revenue on the "marginal" basis as recommended by the SORP.
In accordance with IAS 12, deferred tax is recognised using the balance sheet method providing for temporary differences
between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation
purposes. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be
available against which 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 2009. 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 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 and special distributable reserve 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 2015 31 March 2014
Ord. A C D Ord. A C
Shares Shares Shares Shares Total Shares Shares Shares Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Loan stock interest 690 121 458 20 1,289 833 105 - 938
Other investment income - - - - - - - - -
Interest receivable on bank balances 12 3 9 - 24 32 3 - 35
702 124 467 20 1,313 865 108 - 973
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 Ordinary 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 Ordinary 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 Ordinary Shares and D Ordinary Shares. For C Ordinary Shares and D Ordinary
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 2015 31 March 2014
Ord. A C D Ord. A C
Shares Shares Shares Shares Total Shares Shares Shares Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Fees payable to the Company's auditor:
- for the audit of the financial statements 11 3 8 1 23 19 2 1 22
- for taxation compliance services 1 - 1 - 2 5 - - 5
12 3 9 1 25 24 2 1 27
7. Directors' Remuneration
The only remuneration received by the Directors was their Directors' fees. The Company has no employees other than the
Non-Executive Directors. The average number of Non-Executive Directors in the year was three. Full disclosure of Directors'
remuneration is included in the Directors' Remuneration report.
Year ended Year ended
31 March 2015 31 March 2014
Ord. A C D Ord. A C
Shares Shares Shares Shares Total Shares Shares Shares Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
David Frank 9 2 7 - 18 13 2 - 15
Simon Acland 7 2 6 - 15 11 1 - 12
Michael Stanes 7 2 5 1 15 11 2 - 13
Total 23 6 18 1 48 35 5 - 40
8. Taxation
Year ended Year ended
31 March 2015 31 March 2014
Ord. A C D Ord. A C
Shares Shares Shares Shares Total Shares Shares Shares Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Profit/(loss) on ordinary activities before tax 1,327 576 127 (9) 2,021 778 141 (21) 898
Corporation tax @ 20% 265 115 26 (2) 404 156 28 (4) 180
Effect of:
Capital gains not taxable (185) (108) - - (293) (67) (17) - (84)
Prior year adjustment 6 1 - - 7 3 - - 3
Tax charge/credit for the period 86 8 26 (2) 118 92 11 (4) 99
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 is based on the profit after tax of £1,241,000 (2014: £686,000) and on the weighted average
number of shares in issue during the period of 19,573,483 (2014: 40,028,753). Earnings per A Ordinary Share are based on
the profit after tax of £568,000 (2014: £130,000) and on the weighted average number of shares in issue during the period
of 5,131,353 (2014: 5,131,353). The profit per C Ordinary Share is based on the profit after tax of £101,000 (2014: loss
£17,000) and on the weighted average number of shares in issue during the period of 13,010,787 (2014: 740,933). The profit
per D Ordinary Share is based on the loss after tax of £7,000 (2014: nil) and on the weighted average number of shares in
issue during the period of 881,097 (2014: none).
The weighted average number of shares in issue during the period for the Ordinary Shares, the A Ordinary Shares, the C
Ordinary Shares and the D Ordinary Shares were:
Ordinary Shares A Shares
Shares No. Of Weighted Shares No. Of Weighted
Issued Days Average Issued Days Average
Current Year
01-Apr-14 19,722,809 365 19,722,809 5,131,353 365 5,131,353
22-Jul-14 (35,291) 253 (24,462) - -
22-Aug-14 (117,635) 222 (71,548) - -
08-Sep-14 (80,000) 205 (44,932) - -
09-Sep-14 (15,000) 204 (8,384) - -
31-Mar-15 19,474,883 19,573,483 5,131,353 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-14 6,986,522 365 6,986,522 - -
04-Apr-14 3,949,046 362 3,916,588 - -
29-May-14 2,505,870 307 2,107,677 - -
20-Jan-15 - - 4,000,001 71 778,082
03-Mar-15 - - 1,296,573 29 103,015
- -
31-Mar-15 13,441,438 13,010,787 5,296,574 881,097
There are no potentially dilutive capital instruments in issue and, therefore, no diluted return per share figures are
included in these Financial Statements.
Since 31 March 2015 a further 4,132,670 D Ordinary Shares have been issued (see note 15), which will have a dilutive effect
going forward on the earnings per share of the relevant share class.
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.
Assets held for Sale are measured at fair value through profit and loss at the price achieved through the expected sale
after the year end.
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.
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 18% of 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 value of the unquoted investment
would be £0.2 million or 0.6 per cent lower. Using the upside alternative the aggregate value of the unquoted investments
would be £0.2 million or 0.6 per cent higher.
Movements in investments held at fair value through the profit or loss during the year to 31 March 2015 were as follows:
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 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 - (1) - - (1)
Investment holding gains 926 541 - - 1,467
Reclassification as financial 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 gains 128 15 - - 143
Year ended 31 March 2014 Level 3 Unquoted Investments
Ord Shares A Shares C Shares D Shares Total
£'000 £'000 £'000 £'000 £'000
Opening cost 29,285 4,000 - - 33,285
Opening investment holding (losses)/gains (217) 85 - - (132)
Opening fair value 29,068 4,085 - - 33,153
Purchases at cost 2,508 - - - 2,508
Disposal proceeds (16,442) (304) - - (16,746)
Realised gains/(losses) 111 - - - 111
Investment holding losses 224 87 - - 311
Closing fair value at 31 March 2014 15,469 3,868 - - 19,337
Closing cost 15,275 3,696 - - 18,971
Closing investment holding losses 194 172 - - 366
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
Unquoted Investments Cost Opening Valuation Disposal Realised Loss
£'000 £'000
Furnace Managed Services Ltd 150 150 150 -
Drumnahare Biogas Ltd 221 220 219 (1)
371 370 369 (1)
11. Assets Held for Sale
On 22 March 2015, some of the assets owned by the solar PV investee companies were sold. These companies were previously
treated as 'Financial Assets at Fair Value through Profit or Loss' but have been reclassified as 'Financial Assets Held for
Sale' as of the 31 March 2015 following the Investment Manager's commitment to realise the investments. Prior to
reclassification on 22 March 2015, the investments in the solar PV companies were valued at fair value of £7.7 million
(derived from the value expected to be realised on disposal), giving rise to an unrealised gain at 31 March 2015 of £1.4
million. Subsequent to reclassification, in line with IFRS 5, the solar PV companies continue to be measured in line with
IAS 39. Income for the year relating to these investments amount to £217,000 and expenses were £nil. These assets are fair
value through profit and loss and are classified as Level 3 (2014: Level 3). There is no sensitivity in the assumptions.
Material Gains recognised during the Year
Unquoted Investments Opening Valuation Gain Closing Valuation
£'000 £'000 £'000
Arraze Ltd 651 149 800
Bandspace Ltd 1,353 297 1,650
Bridge Power Ltd 778 190 968
Campus Link Ltd 761 131 892
Convertibox Services Ltd 950 220 1,170
Core Generation Ltd 649 174 823
Green Energy for Education Ltd 979 149 1,128
Trym Power Ltd 213 61 274
Discussions for the sale of the Company's investments in Anaerobic Digestion businesses to a trade buyer are well advanced.
These companies were previously treated as 'Financial Assets at Fair Value through Profit or Loss' but have been
reclassified as 'Financial Assets Held for Sale' as of the 28 February 2015 following the Investment Manager's commitment
to realise the investments. Subsequent to reclassification, in line with IFRS 5, the companies continue to be measured in
line with IAS 39. Income for the year relating to these investments amount to £148,000 and expenses were £nil. These assets
are fair value through profit and loss and are classified as Level 3 (2014: Level 3).
12. Receivables
31 March 2015 31 March 2014
Ord. Shares A Shares C Shares D Shares Total Ord. Shares A Shares C Shares Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Receivables - - 64 62 126 160 6 - 166
Prepayments and accrued income 33 5 1 - 39 2 1 1 4
33 5 65 62 165 162 7 1 170
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 2015 31 March 2014
Ord. Shares A Shares C Shares D Shares Total Ord. Shares A Shares C Shares Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Payables 3 - - - 3 21 5 - 26
Loan - - - 2,296 2,296 - - - -
Accrued expenses 77 21 86 28 212 77 21 34 132
80 21 86 2,324 2,511 98 26 34 158
The Company entered into a loan agreement with Triple Point Lease Partners on 18 March 2015 for £2,135,000, in order to
facilitate investing in small scale hydro electric power projects in Scotland, so the companies could commence construction
prior to shares being allotted under the D Share offer. The terms of the loan are interest charged at 8% only when drawn;
and a repayment date of 20 February 2016 but the loan can be repaid early with a 3 day notice period. Since the year end
the loan has been repaid in full.
15. Share Capital
Issued & Fully Paid Ordinary Shares A Ordinary Shares C Ordinary Shares D Ordinary Shares Total
Number of Shares in issue at 1 April 2014 19,722,809 5,131,353 6,986,522 - 31,840,684
Movements during the period:
Shares issued under the C share Offer 6,454,916 6,454,916
Shares issued under the D share Offer 5,296,574 5,296,574
Share buy backs (247,926) (247,926)
Number of Shares in issue at 31 March 2015 19,474,883 5,131,353 13,441,438 5,296,574 43,344,248
Movements after year end:
Shares issued under the D share Offer - - - 8,405,062 8,405,062
19,474,883 5,131,353 13,441,438 13,701,636 51,749,310
Nominal Value £'000 at 31 March 2015 195 51 134 137 517
The rights attached to each class of share are disclosed in the Directors Report on page 23.
On 17 July 2014 35,291 Ordinary shares were purchased by the Company for cancellation; on 12 August 2014 117,635 Ordinary
shares were purchased by the Company for cancellation; on 8 August 2014 80,000 Ordinary shares were purchased by the
Company for cancellation; on 28 August 2014 15,000 Ordinary shares were purchased by the Company for cancellation.
At 31 March 2015 a total of 13,441,438 C Shares had been issued under a new share offer.
At 31 March 2015 a total of 5,296,574 D Shares had been issued under a new share offer. Since the year end a further
8,405,062 D Shares were issued bringing the total D Shares issued to 13,701,636 at the date of this report.
16. Financial Instruments and Risk Management
The Company's financial instruments comprise VCT 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
Year ended 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 -
Taxation payable 116 - 116 -
Accrued expenses 212 - 212 -
2,627 - 2,627 -
Year ended 31 March 2014
Assets:
Financial assets at fair value through profit or loss 19,337 - - 19,337
Receivables 166 166 - -
Cash and cash equivalents 7,426 7,426 - -
26,929 7,592 - 19,337
Liabilities:
Other payables 26 - 26 -
Taxation payable 100 - 100 -
Accrued expenses 132 - 132 -
258 - 258 -
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
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