REG - Triple Point Inc VCT - Final Results <Origin Href="QuoteRef">TPV1.L</Origin> - Part 5

Triple Point Income VCTAnnouncement

16/07/2015 12:31

- Part 5: For the preceding part double click  ID:nRSX1357Rd 

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 15 to 21. 
 
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 2015 by £412,000. 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
£15,092,500 (2014: £10,229,000) 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 2015    31 March 2014  
                  £'000            £'000          
 Cash on deposit  993              7,426          
                  993              7,426          
 
 
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 2015. 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 2015    31 March 2014  
                                 £'000            £'000          
 Qualifying Investments - Loans  15,092           10,229         
 Cash on deposit                 993              7,426          
 Receivables                     163              166            
                                 16,248           17,821         
 
 
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 2015 cash amounted to £993,000 (2014: £7,426,000). 
 
17.    Net Asset Value per Share 
 
The calculation of net asset value per share for the Ordinary Shares is based on Net Assets of £16,649,000 (2014:
£15,587,000) divided by the 19,474,883 (2014: 19,722,809) Ordinary Shares in issue. 
 
The calculation of net asset value per share for the A Ordinary Shares is based on Net Assets of £4,465,000 (2014:
£4,215,000) divided by the 5,131,353 (2014: 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 £13,409,000 (2014:
£6,873,000) divided by the 13,441,438 (2014: 6,986,522) C Ordinary Shares in issue. 
 
The calculation of net asset value per share for the D Ordinary Shares is based on Net Assets of £5,198,000 (2014: £nil)
divided by the 5,296,574 (2014: none) 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 £612,188 which has been expensed (2014: £358,497) for providing management and
administrative services to the Company. At 31 March 2015 £288,397 was owing to TPIM (2014: £100,453). 
 
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. 
 
21.    Post Balance Sheet Events 
 
During the year the Company's Shareholders approved proposals for a new D Class Share Offer. At 31 March 2015 5,296,574
shares had been issued. Since 31 March 2015 a further 8,405,062 D Shares have been issued. 
 
During April, a further £10.8 million was invested by the D Share Fund and the Ordinary Share Fund into companies investing
in small scale hydro electric power projects in Scotland. The Company entered into a second loan agreement on 1 April 2015
to facilitate short term funding so the investee companies could commence construction prior to funds being available.
Since then the loan facility has been partly repaid from allotments and loan repayments leaving £2.5 million outstanding at
the date of this report. 
 
22.    Dividends 
 
The Board paid a dividend to A Class shareholders of £318,144 equal to 6.2p per share on 25 July 2014 to shareholders on
the register on 11 July 2014. 
 
The Board has resolved to pay a further dividend to A Class Shareholders of £256,568 equal to 5p per share which will be
paid on 24 July 2015 to shareholders on the register on 10 July 2015. 
 
The Board has resolved to pay a further dividend to Ordinary Class Shareholders of £973,744 equal to 5p per share which
will be paid on 24 July 2015 to shareholders on the register on 10 July 2015. 
 
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. 
 
Financial Calendar 
 
The Company's financial calendar is as follows: 
 
30 July 2015                Annual General Meeting 
 
November 2015            Interim report for the six months ending 30 September 2015 despatched 
 
June 2016                   Results for the year to 31 March 2016 announced; Annual Report and Financial
                                  Statements 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 9.45am on Thursday, 30 July 2015 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 2015
(Ordinary Resolution). 
 
2.  To approve the policy set out in the Directors' Remuneration Report for the year ended 31 March 2015(Ordinary
Resolution). 
 
3.  To approve the implementation report set out in the Directors' Remuneration Report for the year ended 31 March 2015
(Ordinary Resolution). 
 
4.  To re-elect Simon Acland as a Director (Ordinary Resolution). 
 
5.  To re-appoint Grant Thornton UK LLP as auditor and authorise the Directors to agree their remuneration (Ordinary
Resolution). 
 
Special Business 
 
6.  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, an A Share, a C Share or a D Share  is 1 pence; 
 
(vi)        the maximum price which may be paid for an Ordinary Share, an A Share, a C Share or a 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). 
 
7. That, subject to approval of the High Court of Justice, the amount standing to the credit of the share premium account
of the Company at the date of the Court Order granting the cancellation is made, be approved (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 
 
24 June 2015 
 
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 offer 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. 
 
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