RNS Number : 7558G
TP70 VCT Plc
17 May 2011
TP70 VCT plc
Final Results
17 May 2011
TP70 VCT plc managed by Triple Point Investment Management LLP today announces the final results for the year ended 28 February 2011.
These results were approved by the Board of Directors on 16 May 2011.
You may view the Annual Report in on the Triple Point website www.triplepoint.co.uk at Our Products/TP70/News. All other statutory information will also be found there.
About TP70 VCT plc
TP70 VCT plc ("the Company") is a Venture Capital Trust ("VCT"). The investment manager is Triple Point Investment Management LLP. The Company was launched in January 2007 and raised £30.6 million (net of expenses) through an offer for subscription.
Details of the Fund's progress are discussed in the Chairman's Statement and Investment Manager's Review forming part of the extract from the Financial Statements which follows.
Venture Capital Trusts (VCTs)
VCTs were introduced in the Finance Act 1995 to provide a means for private individuals to invest in unlisted companies in the UK. Subsequent Finance Acts have introduced changes to VCT legislation. The tax benefits currently available to eligible new investors in VCTs include:
· upfront income tax relief of 30%
· exemption from income tax on dividends paid; and
· exemption from capital gains tax on disposals of shares in VCTs
The Company has been provisionally approved as a VCT by HM Revenue & Customs. In order to maintain its approval, the Company must comply with certain requirements on a continuing basis. Above all, the Company is required at all times to hold 70% of its investments (as defined in the legislation) in VCT qualifying holdings, of which at least 30% must comprise eligible ordinary shares.
For this purpose, a 'VCT qualifying holding' consists of up to £1 million invested in any one year in new shares or securities of a UK unquoted company (which may be quoted on AIM) which is carrying on a qualifying trade, and whose gross assets at the time of investment do not exceed a prescribed limit. The definition of 'qualifying trade' excludes certain activities such as property investment and development, financial services and asset leasing. The Company will continue to ensure its compliance with these qualification requirements.
Report of the Directors - Financial Summary
Year ended
Year ended
28 February 2011
28 February 2010
£'000
£'000
Net assets
23,621
23,894
Net asset value per share
73.83p
74.62p
Net loss before tax
(252)
(1,610)
Loss per share
(0.79p)
(5.03p)
For a £1 investment per share investors, with a sufficient income tax liability in the relevant year, can expect to have received a 30p tax credit which, taken together with the current NAV of 73.83p, totals 103.83p.
TP70 VCT plc ("the Company") is a Venture Capital Trust ("VCT"). The investment manager is Triple Point Investment Management LLP ("TPIMLLP"). The Company was launched in January 2007 and raised £30.6 million (net of expenses) through an offer for subscription.
The Directors' Report on pages 11 to 16 and the Directors' Remuneration Report on pages 17 to 18 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 TP 70 VCT plc.
The Directors submit to the members their Annual Report and Financial Statements for the Company for the year ended 28 February 2011. The Report of the Directors includes the Company's Financial Summary, Chairman's Statement, Details of Directors, Details of Advisers, Shareholder Information, Investment Portfolio, Directors' Report, Directors' Remuneration Report and the Corporate Governance Statement.
Report of the Directors - Chairman's Statement
I am writing to present the Financial Statements for TP70 VCT plc ("the Company") for the year ended 28 February 2011.
Investment Strategy
TP70's strategy offers combined exposure to GAM's Diversity fund and to Triple Point managed VCT-qualifying investments. This strategy, intended to provide substantial exposure to a leading fund of hedge funds within a Venture Capital Trust, has been structured around taking initial exposure to GAM Diversity and then replacing at least 70% of that exposure during the Company's third year in order to make VCT-qualifying investments. The remaining non-qualifying assets are to retain exposure to GAM Diversity for the remainder of the Company's life.
The Company's exposure to GAM Diversity is held through a Bank Julius Baer note which stood at 15.5% of net asset value ("NAV") as at 28 February 2011. This note is indexed on a leveraged basis of 2.6 times to the performance of GAM Diversity providing a gross exposure at 40% of NAV.
Results
The Company is now fully invested in VCT-qualifying holdings which at cost represent 83% of investments, exceeding the 70% required for VCT qualification. Further details of the VCT-qualifying investments that have been made are given in the Investment Manager's Review.
Over the period the Company made a loss of £252,000 or 0.79p per share all of which was attributable to the performance of the Bank Julius Baer note. As at 28 February 2011 the NAV per share stood at 73.83p.
Composition of the Board
A review was carried out of the composition of the Boards of all TPIMLLP advised VCT's, which recommended in a number of cases that TPIMLLP appointees should stand down in favour of replacement Directors. However, in the case of TP70 VCT plc, given the expectation that a recommendation would be made to wind the Company up and return funds to shareholder's in a little over a year's time, TPIMLLP and the Board felt that the interests of the shareholder's would be best served by the existing Board continuing in office.
Risks
The Board believes that the principal risks facing the Company are:
• Investment risk associated with the leveraged exposure to GAM Diversity;
• Investment risk associated with VCT qualifying investments;
• Failure to maintain approval as a qualifying VCT;
• Counterparty risk relating to the Julius Baer note.
The Board believes these risks are manageable and, with the Investment Manager, continues to work to minimise either the likelihood or potential impact of these risks, within the scope of the Company's established investment strategy. Further details of how these risks are managed are detailed within the Directors' Report. There has been no change in the risks to which the company is exposed during the course of the year.
Outlook
Having secured a diversified portfolio of VCT qualifying investments, the Company's focus will be to complete the underlying investment companies' deployment and to ensure that they are profitable for the Company.
As previously reported, the Board expects to maintain an exposure to GAM Diversity of over 30% through using leverage for the remaining life of the VCT. The Board and the Investment Manager continue to monitor the performance of GAM Diversity.
If you have any queries or comments, please do not hesitate to telephone Triple Point Investment Management LLP on 020 7201 8989.
Michael Sherry
Chairman
16 May 2011
Investment Manager's Review
Over the past year the Company has maintained both its exposure to GAM Diversity and to its portfolio of VCT qualifying holdings, in line with its investment strategy.
VCT Qualifying Investments Review and Outlook
83% of the Company's funds are invested in its VCT qualifying investment portfolio. These investments are spread across a range of businesses and sectors, with a focus on businesses that derive predictable revenue streams from a financially sound customer base.All of these investments are HMRC approved for VCT qualifying purposes.
The investment in companies that provide services to the cinema industry has enabled the Company to take advantage of the digital revolution taking place in cinema. Of the six companies providing services to the cinema industry that the Company has invested in, three have expanded their operations to Germany, whilst three continue only to provide services in the UK.
The Company's other technology interests include three companies which trade satellite capacity, providing for two-way broadband communications and digital channels access to remote, rural regions across the UK and Europe. This investment seeks to benefit from potential increases in demand for such capacity, together with a degree of downside protection.
The Company also has investments in companies pursuing opportunities for electricity generation from anaerobic digestion and solar photo voltaic (solar PV) panels for social housing. The customers for the anaerobic digestion companies will be either electricity utility companies via a National Grid connection, or a business located close to the generators. Energy generation from biomass is also underpinned by government subsidies.
In the case of the companies which are now pursuing opportunities in solar PV, panels will be placed on suitable roofs within the housing associations' stock and used to generate electricity for the residents, with any surplus electricity exported to the National Grid. The generation of electricity from solar PV falls within the Government's Feed-in Tariff regime and the three companies will benefit from this framework. Feed-in Tariffs are linked to inflation and rates for solar PV arrays installed before 2012 have been set for 25 years, providing the companies with a long term, pre-determined cash flow.
The portfolio also contains a further electricity generation company, one that will supply the National Grid with additional, tactical capacity at times of peak demand under long term contracts to the National Grid. This is provided by its retained network of diesel or biodiesel generators.
With the VCT qualifying investment portfolio in place our intention for the remainder of the Company's life is to focus on monitoring and managing the performance of these investments, and to realise them in due course.
GAM Review
In the period the Company's exposure to GAM Diversity GBP stood at 15.8% and with leverage at 40% of net assets. Over the periodGAM Diversity GBP lost 0.8%.
GAM report that most equity markets reached new post-crisis highs in February 2011. The 'risk on' trade that began in the third quarter of 2010 continued after the Fed implemented further quantitative easing measures (QE2). The introduction of QE2 may, in hindsight, come to be seen as a hasty decision, driven by impatience over the stubborn US unemployment rate. However, it fuelled the perception of a never-ending wave of Fed-generated liquidity, which, coupled with positive US economic data and a more business-friendly environment, supported the view that growth in the US - especially nominal growth - was about to improve. More recently markets have been concerned with the spreading unrest in the Middle East which caused a spike in crude oil prices, and investors moved away from riskier assets like equities and into precious metals and some fixed income.
The performance of GAM Diversity for the period was largely disappointing. This was mainly attributable to two specific funds in the arbitrage book, one of which had exposure to commercial and the other to residential real estate. These asset classes have seen significant challenges throughout the second quarter given the weaker macro environment in Europe and in the US. Excluding those two positions the portfolio has performed broadly in line with expectations and this was demonstrated with improved returns over the past 6 months where GAM Diversity returned 4.28% and the HFR Global Hedge Fund Index returned 6.35%.
GAM Outlook
GAM believe that markets may be broadly positive in 2011 but with considerable volatility as markets react to whatever prevailing sentiment is dominant at any particular time, such as 'risk on' or 'risk off'.
GAM believe that the outlook remains uncertain for a number of reasons. Three years after the start of the financial crisis, the response of global policymakers has seemingly failed to identify and to 'resolve' the causes of the crisis (excessive leverage, consumer spending and so on), and the unintended consequences of their response (enormous government-sponsored spending, cheap borrowings and lower fiscal penalties) are now becoming a reality. The cost of this has been periodic losses of confidence among investors ('risk off/on'), manifested in weaknesses within equity and sovereign debt markets, and reflected most recently in the sovereign debt problems that emerged in some of the fringe states of Europe at the start of the second quarter and dominated part of the fourth quarter.
GAM report that they are likely to retain their longer-term cautious economic view while global imbalances in trade and economic policy remain, particularly between the US and China, where outright 'protectionism' may result in the next recession. QE2 was introduced in the US in the fourth quarter as the Fed gave in to populist alarm, but this will keep the US dollar weak against other currencies. By contrast, inflation is appearing across all emerging markets as output gaps have vanished and unemployment remains low. This is evident not only in China, but also in other countries such as Brazil and Turkey.
Claire Ainsworth
Managing Partner
Triple Point Investment Management LLP
16 May 2011
About Triple Point Investment Management LLP
Triple Point is a specialist in tax-efficient investments. As well as managing several market-leading VCTs, Triple Point offers investors a range of investment products that qualify for government sponsored tax reliefs including the Enterprise Investment Scheme (EIS) and Business Property Relief (BPR).
The Triple Point investment model focused on capital security, liquidity and tax-enhanced returns, has been built around the group's capabilities in taxation, structured finance and investment to the benefit of every Triple Point product.
For more information on Triple Point Investment Management LLP please call 020 7201 8989.
Report of the Directors- Investment Portfolio
28 February 2011
28 February 2010
Cost
Valuation
Cost
Valuation
£'000
%
£'000
%
£'000
%
£'000
%
Qualifying holdings
19,275
83.15
19,275
83.09
19,275
83.85
19,275
82.88
Derivative
3,651
15.75
3,668
15.81
3,651
15.88
3,920
16.85
Financial assets at fair value through profit or loss
22,926
98.90
22,943
98.90
22,926
99.73
23,195
99.73
Cash and cash equivalents
254
1.10
254
1.10
69
0.27
69
0.27
23,180
100.00
23,197
100.00
22,995
100.00
23,264
100.00
Unquoted Qualifying Holdings
£'000
%
£'000
%
£'000
%
£'000
%
Provision of satellite capacity
Beam Carrier Trading Ltd
1,000
4.31
1,000
4.31
1,000
4.35
1,000
4.30
Broadsword Satellite Communications Ltd
1,000
4.31
1,000
4.31
1,000
4.35
1,000
4.30
Satellite Broadband Access Solutions Ltd
1,000
4.31
1,000
4.31
1,000
4.35
1,000
4.30
Cinema digitisation
21 Century Cinema Ltd
2,000
8.63
2,000
8.62
2,000
8.70
2,000
8.60
Big Screen Digital Services Ltd
2,000
8.63
2,000
8.62
2,000
8.70
2,000
8.60
Cinematic Services Ltd
2,000
8.63
2,000
8.62
2,000
8.70
2,000
8.60
Digima Ltd
2,000
8.63
2,000
8.62
2,000
8.70
2,000
8.60
Digital Screen Solutions Ltd
2,000
8.63
2,000
8.62
2,000
8.70
2,000
8.60
DLN Digital Ltd
1,000
4.31
1,000
4.31
1,000
4.35
1,000
4.30
Carried forward
14,000
60.39
14,000
60.34
14,000
60.90
14,000
60.20
Report of the Directors- Investment Portfolio (continued)
28 February 2011
28 February 2010
Cost
Valuation
Cost
Valuation
Unqouted Qualifying Holdings (continued)
£'000
%
£'000
%
£'000
%
£'000
%
Brought forward
14,000
60.39
14,000
60.34
14,000
60.90
14,000
60.20
Renewable energy
Convertibox Services Ltd
1,000
4.31
1,000
4.31
1,000
4.35
1,000
4.30
Archimedes Power Ltd
1,000
4.31
1,000
4.31
1,000
4.35
1,000
4.30
Biomass Future Generations Ltd
1,000
4.31
1,000
4.31
1,000
4.35
1,000
4.30
Peak Power Associates Ltd
1,000
4.31
1,000
4.31
1,000
4.35
1,000
4.30
-
-
Campus Link Ltd
1,000
4.31
1,000
4.31
1,000
4.35
1,000
4.30
-
-
Katharos Organic Ltd
275
1.21
275
1.21
275
1.18
275
1.18
19,275
83.15
19,275
83.09
19,275
83.85
19,275
82.88
Report of the Directors- Investment Portfolio (continued)
Additional Information
Last Statutory Financial Statements
28 February 2011
28 February 2010
Equity held by TP70 VCT plc
Equity held by all funds managed by TPIM LLP
Equity held by TP70 VCT plc
Equity held by all funds managed by TPIM LLP
Initial Investment Date
Date
P / (L) before int & Tax
Total assets before VCT loans
VCT loans
Net Assets
Basis of Valuation *
£'000
£'000
£'000
£'000
%
%
%
%
Beam Carrier Trading Ltd
02-Apr-09
31-Mar-10
(129)
781
(781)
-
Transaction price
49.90
78.00
49.90
78.00
Broadsword Satellite Communications Ltd
02-Apr-09
31-Mar-10
(122)
1,569
(1,343)
226
Transaction price
49.90
95.70
49.90
95.70
Satellite Broadband Access Solutions Ltd
02-Apr-09
31-Mar-10
(16)
1,398
(1,310)
88
Transaction price
49.90
93.40
49.90
93.40
21 Century Cinema Ltd
31-Mar-09
31-Mar-10
(725)
4,528
(4,200)
328
Transaction price
32.51
97.47
48.12
96.24
Big Screen Digital Services Ltd
31-Mar-09
31-Mar-10
(318)
4,668
(3,780)
888
Transaction price
36.01
97.19
48.12
96.24
Cinematic Services Ltd
31-Mar-09
31-Mar-10
(332)
4,641
(3,920)
721
Transaction price
34.76
97.28
48.12
96.24
Digima Ltd
31-Mar-09
31-Mar-10
(318)
5,088
(4,200)
888
Transaction price
32.49
97.47
48.12
96.24
Digital Screen Solutions Ltd
31-Mar-09
31-Mar-10
(165)
5,088
(4,200)
888
Transaction price
32.49
97.47
48.12
96.24
DLN Digital Ltd
26-Feb-10
None
Transaction price
49.00
98.00
49.00
98.00
Convertibox Services Ltd
24-Feb-10
31-Mar-10
(39)
955
(700)
255
Transaction price
48.98
48.98
48.98
48.98
Archimedes Power Ltd
26-Feb-10
None
Transaction price
49.00
98.00
49.00
98.00
Biomass Future Generations Ltd
24-Feb-10
None
Transaction price
46.97
93.94
46.97
93.94
Peak Power Associates Ltd
26-Feb-10
None
Transaction price
45.45
90.90
45.45
90.90
Campus Link Ltd
24-Feb-10
None
Transaction price
49.00
98.00
49.00
98.00
Katharos Organic Ltd
26-Feb-10
None
Transaction price
46.11
92.22
46.11
92.22
*Financial Assets are measured at fair value
Report of the Directors - Corporate Governance
The Board of TP70 VCT plc has considered the principles and recommendations of the Association of Investment Companies Code of Corporate Governance (AIC Code) by reference to the Association of Investment Companies Corporate Governance Guide for Investment Companies (AIC Guide). The AIC Code, as explained by the AIC Guide, addresses all the principles set out in Section 1 of the Combined Code, 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, by reference to the AIC Guide (which incorporates the Combined Code), will provide better information to shareholders.
The Company is committed to maintaining high standards in corporate governance and has complied with the recommendations of the AIC Code and the relevant provisions of Section 1 of the Combined Code, except as set out at the end of this report in the Compliance Statement.
The Corporate Governance Report forms an integral part of the Report of the Directors.
Board of Directors
A review was carried out of the composition of the Boards of all TPIMLLP advised VCT's, which recommended in a number of cases that TPIMLLP appointees should stand down in favour of replacement Directors. However, in the case of TP70 VCT plc, given the expectation that a recommendation would be made to wind the Company up and return funds to shareholder's in a little over a year's time, TPIMLLP and the Board felt that the interests of the shareholder's would be best served by the existing Board continuing in office. The Board considers that it is in the best interests of the Company and shareholders to maintain continuity and has therefore decided to maintain the present composition of the Board. Since all Directors are non-executive and day-to-day management responsibilities are sub-contracted to the 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 3 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 Manager, who 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.
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 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 the appropriate dividend and any 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 Company Secretary is responsible for advising the Board through the Chairman on all governance matters. All of the Directors have access to the advice and services of the Company Secretary, who 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.
Board of Directors (continued)
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 Combined Code that all Directors are required to submit themselves for re-election at least every three years.
During the period up to the approval of these Accounts the following meetings were held:
Directors present
5 Full Board Meetings
2 Audit Committee Meeting
M G Sherry (Chairman)
5
2
J C Murrin
5
2
I D Parsons
5
1
Audit Committee
The Board has appointed an Audit Committee, of which Chad Murrin 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 auditors of the Company, seeking to balance objectivity and value for money.
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 relating to the Company's
financial performance;
- 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 auditors' 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 the 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 are independent and collectively have the skills and experience required to discharge their duties effectively, and that the Chairman of the Committee meets the requirements of the Combined Code 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 it was would recommend this to the Board.
During the year ended 28 February 2011, the Audit Committee discharged its responsibilities by:
- reviewing and approving the external auditor's terms of engagement and remuneration;
- reviewing the external auditor's plan for the audit of the Financial Statements, including identification of key risks and confirmation of auditor independence;
- reviewing TPIMLLP'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 TPIMLLP's compliance procedures;
- reviewing the appropriateness of the Company's accounting policies; and
- reviewing the Company's half-yearly results statements prior to Board approval.
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. The Board regularly reviews financial results and investment performance with its Investment Manager.
Triple Point Investment Management LLP is engaged to provide administrative services including accounting services.
The Directors confirm that they have established a continuing process throughout the year and up to the date of this report for identifying, evaluating and managing the significant potential risks faced by the Company and have reviewed the effectiveness of the internal control systems. This process has been in place throughout and subsequent to the accounting period under review.
Internal control systems include the production and review of monthly bank and management accounts. The VCT is subject to a full annual audit whereby the auditors are the same auditors as other VCTs managed by the Investment Manager.
Risk Management
TPIMLLP carries out management of liquid funds in accordance with the policy guidelines laid down and regularly reviewed by the Board. The Board carries out a regular review of the risk environment in which the Company operates. The particular risks they have identified are detailed in the Directors' Report on page 11 The Company has entered into a derivative transaction, further details of which are given in the Chairman's Statement and in note 19 to the Financial Statements.
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 the foreseeable future. The Board receives regular reports from the 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. There are no borrowings or banking facilities in place nor are they anticipated to be required going forward.
Relations with Shareholders
The Board recognise 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. Proxy voting figures for each resolution will be announced at the Annual General Meeting. 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 4-5 Grosvenor Place, London, SW1X 7HJ or on 020 7201 8989.
Compliance Statement
The Listing Rules require the Board to report on compliance with the 48 Combined Code 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 Section 1 of the Combined Code of Corporate Governance published by the UK Listing Authority in 2008:
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 (A5.1).
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 (A1.3, A6.1).
3. The Company does not have a senior independent director. The Board does not consider such an appointment appropriate for a Company such as TP70 VCT (A3.3).
4. The Company conducts a formal review as to whether there is a need for an internal audit function. However the Directors do not consider that an internal audit would be an appropriate control for a venture capital trust (C3 .5).
5. As all the Directors are non-executive, it is not considered appropriate to appoint a Nomination or Remuneration Committee (A4.1 and B2.1).
6. A smaller company should have at least two independent non-executive directors. The Board does not consider changes to the composition of the Board necessary for a Company such as TP70 VCT. (A.3.2)
On behalf of the Board
Michael Sherry
Chairman
16 May 2011
Report of the Directors - Directors' Responsibility Statement
The Directors are responsible for preparing the Report of the Directors 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 elect to prepare the Financial Statements in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs). 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 period. 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 IFRSs 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 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.
In 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 to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.
The Company's Financial Statements are published on the TPIMLLP website, www.triplepoint.co.uk. The maintenance and integrity of this website is the responsibility of TPIMLLP 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 my knowledge:
§ the Financial Statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
§ the management 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 they face.
On behalf of the Board
Michael Sherry
Chairman
16 May 2011
Statement of Comprehensive Income
For the year ended 28 February 2011
Company
Company
Year ended
Year ended
Note
28 February 2011
28 February 2010
Revenue
Capital
Total
Revenue
Capital
Total
£'000
£'000
£'000
£'000
£'000
£'000
Continuing operations
Income Investment income
5
665
-
665
360
-
360
Realised loss on investments
-
-
-
-
(1,504)
(1,504)
Derivative transaction
-
(252)
(252)
-
269
269
Investment return
665
(252)
413
360
(1,235)
(875)
Expenses
Investment management fees
6
103
309
412
110
330
440
Financial and regulatory costs
28
-
28
30
-
30
General administration
13
-
13
13
-
13
Legal and professional fees
7
152
-
152
134
19
153
Directors' remuneration
8
40
-
40
39
-
39
Operating expenses
336
309
645
326
349
675
Operating profit / (loss)
329
(561)
(232)
34
(1,584)
(1,550)
Loan interest paid
-
-
-
(41)
-
(41)
Profit / (loss) before taxation
329
(561)
(232)
(7)
(1,584)
(1,591)
Taxation
9
-
-
-
-
-
-
Profit/(loss) for the year from continuing operations
329
(561)
(232)
(7)
(1,584)
(1,591)
Loss for the year from discontinued operations
10
-
(20)
(20)
1
(20)
(19)
Total comprehensive income / (loss) for the year
329
(581)
(252)
(6)
(1,604)
(1,610)
Basic & diluted profit / (loss) per share
11
1.03p
(1.82p)
(0.79p)
(0.02p)
(5.01p)
(5.03p)
Basic & diluted profit / (loss) per share for continuing operations
1.03p
(1.75p)
(0.72p)
(0.02p)
(4.95p)
(4.97p)
The total column of this statement represents the Company's statement of comprehensive income, prepared in accordance with International Financial Reporting Standards ("IFRS"). The supplementary revenue and capital columns are prepared under guidance published by the Association of Investment Companies.
By disposing of its subsidiary Starshell Limited during the year, TP70 VCT plc is no longer the parent of a group. The results for the year are disclosed for the Company only, with the results of the subsidiary that has been sold shown as a loss in discontinued operations.
This Statement of Comprehensive Income includes all recognised gains and losses.
The accompanying notes are an integral part of this statement.
Balance Sheet
At 28 February 2011
28 February 2011
28 February 2010
Company
Company
Note
£'000
£'000
Non current assets
Financial assets at fair value through the profit or loss
12
22,943
23,894
Current assets
Receivables
13
538
735
Cash and cash equivalents
14
254
69
792
804
Total assets
23,735
24,698
Current liabilities
Payables
15
114
804
114
804
Net assets
23,621
23,894
Equity attributable to equity holders
Share capital
16
320
320
Special distributable reserve
30,562
30,583
Capital reserve
(6,237)
(5,656)
Revenue reserve
(1,024)
(1,353)
Total equity
23,621
23,894
Net asset value per share (pence)
18
73.83p
74.62p
The statements were approved by the Directors and authorised for issue on 16 May 2011 and are signed on their behalf by:
Michael Sherry
Chairman
16 May 2011
Company registration number: 6010401
The accompanying notes are an integral part of this statement.
Statement of Changes in Shareholders' Equity
For the year ended 28 February 2011
Special
Share
Distributable
Capital
Revenue
Year ended 28 February 2011
Capital
Reserve
Reserve
Reserve
Total
£'000
£'000
£'000
£'000
£'000
Company
Opening balance
320
30,583
(5,656)
(1,353)
23,894
Purchase of own shares
-
(21)
-
-
(21)
Transactions with owners
-
(21)
-
-
(21)
(Loss) / profit for the year
-
-
(581)
329
(252)
Total comprehensive (loss) / income for the year
-
-
(581)
329
(252)
Balance at 28 February 2011
320
30,562
(6,237)
(1,024)
23,621
Year ended 28 February 2010
Company
Opening balance
320
30,583
(3,560)
(1,839)
25,504
Reallocation
-
-
(492)
492
-
Loss for the period
-
-
(1,604)
(6)
(1,610)
Total comprehensive (loss) / income for the year
-
-
(2,096)
486
(1,610)
Balance at 28 February 2010
320
30,583
(5,656)
(1,353)
23,894
For the year ended 28 February 2010 an error was made in the allocation of losses between the capital reserve and revenue reserve. The reallocation of £492,000 corrects this misallocation.
The special distributable reserve arises from the cancellation of the share premium. The capital reserve is non-distributable. The revenue reserve is distributable by way of dividend.
The capital reserve includes investment holding gains being the difference between cost and market value of investments. At the year end this was £17,000 (2010: loss of £283,000).
The accompanying notes are an integral part of this statement.
Statement of Cash Flows
For the year ended 28 February 2011
28 February 2011
28 February 2010
Company
Company
£'000
£'000
Cash flows from operating activities
Loss before taxation
(252)
(1,610)
Realised loss on investments
20
1,505
Unrealised loss on investments
-
19
Loss/ (gain) on derivative transaction
252
(269)
Cash generated / (absorbed) by operations
20
(355)
Decrease / (increase) in receivables
197
(187)
(Decrease) / increase in payables
(690)
384
Net cash flows from operating activities
(473)
(158)
Cash flow from investing activities
Purchase of financial assets at fair value through profit or loss
-
(22,927)
Sales of financial assets at fair value through profit or loss
679
2,930
Decrease in receivables from investment disposals
-
20,127
Net cash flows from investing activities
679
130
Cash flows from financing activities
Purchase of own shares
(21)
-
Net cash flows from financing activities
(21)
-
Net increase / (decrease) in cash and cash equivalents
185
(28)
Reconciliation of net cash flow to movements in cash and cash equivalents
Cash and cash equivalents at 1 March 2010
69
97
Net increase / (decrease) in cash and cash equivalents
185
(28)
Cash and cash equivalents at 28 February 2011
254
69
The accompanying notes are an integral part of this statement.
Notes to the Financial Statements
1. Corporate Information
The Financial Statements of the Company for the year ended 28 February 2011 were authorised for issue in accordance with a resolution of the Directors on 16 May 2011.
The Company was admitted for listing on the London Stock Exchange on 21 March 2007.
TP70 VCT plc is incorporated and domiciled in Great Britain. The address of TP70 VCT plc's registered office, which is also its principal place of business, is 4-5 Grosvenor Place, London, SW1X 7HJ.
TP70 VCT plc's Financial Statements are presented in pounds sterling (£) which is also the functional currency of the Company, rounded to the nearest thousand.
The principal activity of the Company is investment. The Company's investment strategy is to offer combined exposure to GAM Diversity Inc (GAM's fund of hedge funds) and venture capital investments focused on companies with contractual revenues from financially secure counterparties.
2. Basis of Preparation and Accounting Policies
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.
Basis of preparation
The Financial Statements of the Company for the year ended 28 February 2011 have been prepared in accordance with International Financial Reporting Standards ("IFRS") adopted for use in the European Union and comply 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 have been prepared on a historical cost basis except that investments and derivatives 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. Further details are provided in the "non-current asset investments" section below.
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 are assessed in conjunction with the overall valuation of unlisted financial investments as noted above;
· the estimated future financial liability arising from future equity commitments and guarantees, which is assessed on the same basis as the valuation of unlisted financial investments as noted above and
· the appropriateness of the allocation of management expenses between revenue and capital, which is based on the split of the long-term anticipated return between revenue and capital of net income, will impact on the value of distributable reserves.
The key judgements made by the Directors are in the valuation of non-current assets. 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 12.
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).
By disposing of its subsidiary Starshell Limited during the year, TP70 VCT plc is no longer the parent of a group. The results for the year and the prior year are disclosed for the Company only, with the results of the subsidiary that has been sold shown as a loss in discontinued operations.
Standards issued but not yet effective
The following new standards, amendments to standards and interpretations are not yet effective for the year ended 28 February 2011, and have not been applied in preparing these Financial Statements:
· IAS 24 (Revised 2009) Related Party Disclosures (effective 1 January 2011)
· Improvements to IFRS issued May 2010 (some changes effective 1 July 2010, others effective 1 January 2011)
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 the statement of comprehensive income
In order to reflect better the activities of an investment trust company, 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 Statement of Comprehensive Income. In accordance with the Company's status as a UK investment Company under section 833 of the Companies Act 2006, net capital returns may not be distributed by way of dividend.
Capital management
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;
· to ensure sufficient liquid resources are available to meet the funding requirements of its investments and to fund new investments where identified;
The Company has no external debt; consequently all capital is represented by the value of share capital, distributable and other reserves. Total Shareholder equity at 28 February 2011 was £23.6million (2010: £23.9 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 a documented investment strategy, and information about the portfolio is provided 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" with the exception of the derivative transactions which do not need to be designated. 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 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, earnings multiples and net assets.
- Listed investments are fair valued at bid price on the relevant date.
- The investment held in the unquoted subsidiary company in the prior year was fair valued on the basis of the fair value of the subsidiary's net assets.
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 net profit or loss for the year as capital items in accordance with the AIC SORP. 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. Transaction costs are expensed to the Statement of Comprehensive Income as incurred.
Income
Investment income includes interest earned on bank balances and money market securities 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, debt and money market securities 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 25% to the revenue account and 75% to the capital account 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. The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue return 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 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. Derivatives are classified at fair value through profit or loss. Movements on the fair value of the derivatives are recognised in the capital column of the statement of comprehensive income based on the underlying returns generated by the fund.
Issued share capital
Ordinary shares are classified as equity because they do not contain an obligation to transfer cash or another financial asset to third parties. 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 represents cash available at less than 3 month's notice.
Receivables
Receivables are recognised at fair value on initial recognition and subsequently at amortised cost. An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount.
Trade and other payables
Trade and other payables are recognised at fair value on initial recognition and subsequently at amortised cost.
Reserves
The revenue reserve (retained earnings) and capital reserve reflect the guidance published by the Association of Investment Companies. The special distributable reserve arises from the cancellation of share premium. The capital reserve and share premium are non-distributable. The revenue reserve is distributable by way of dividend.
3. Seasonality of operations
The Company's operations are not seasonal.
4. Segmental reporting
The company only has one class of business, being investment activity. All revenues and assets are generated and held in the UK.
The disposal of Starshell Limited is not considered to represent a separate reportable segment as the main purpose of that entity was to hold a GAM investment as part of the VCT's portfolio of investments which is consistent with TP70 VCT plc's sole class of business being investment activity.
5. Investment Income
Year ended
Year ended
28 February 2011
28 February 2010
Revenue
Capital
Total
Revenue
Capital
Total
£'000
£'000
£'000
£'000
£'000
£'000
Interest receivable on bank balances and money market funds
1
-
1
30
-
30
Loan stock interest
664
-
664
338
-
338
Return from bond portfolio
-
-
-
(8)
-
(8)
Total
665
-
665
360
-
360
6. Investment Management Fees
TPIMLLP provides investment management and administration services to the Company under an Investment Management Agreement effective 5 April 2007 which runs for a period of 5 years and may be terminated at any time thereafter by not less than twelve months' notice given by either party. It provides for an administration and investment management fee of 1.75% per annum of net assets calculated and payable quarterly in arrears. In addition TPIMLLP receives an arrangement fee of up to 3% from Investee Companies. Should such notice be given, the Investment Manager would perform its duties under the Investment Management Agreement and receive its management fee during the notice period.
7. Legal and Professional Fees
Legal and professional fees include the following remuneration paid to the Company's auditor, Grant Thornton UK LLP:
Year ended
Year ended
28 February 2011
28 February 2010
Revenue
Capital
Total
Revenue
Capital
Total
£'000
£'000
£'000
£'000
£'000
£'000
Fees payable to the Company's auditor for the audit of the Company accounts
19
-
19
19
-
19
Other services related to taxation
3
-
3
7
-
7
22
-
22
26
-
26
8. Directors' Remuneration
Year ended
Year ended
28 February 2011
28 February 2010
Revenue
Capital
Total
Revenue
Capital
Total
£'000
£'000
£'000
£'000
£'000
£'000
M G Sherry (Chairman)
12
-
12
12
-
12
J C Murrin
15
-
15
15
-
15
I D Parsons
13
-
13
13
-
13
Total
40
-
40
40
-
40
9. Taxation
Year ended
Year ended
28 February 2011
28 February 2010
Revenue
Capital
Total
Revenue
Capital
Total
£'000
£'000
£'000
£'000
£'000
£'000
Profit / (loss) from continued operations before tax
329
(561)
(232)
(7)
(1,584)
(1,591)
Capital losses not taxable
-
272
272
-
1,244
1,244
329
(289)
40
(7)
(340)
(347)
UK Corporation tax at 28% (2010: 28%)
(92)
80
(11)
2
95
97
Add tax value of unused tax losses brought forward from previous year
390
499
889
526
404
930
Correction of prior period allocation
-
-
-
(138)
-
(138)
Unused tax losses carried forward
298
579
878
390
499
889
Total current charge
-
-
-
-
-
-
Capital gains and losses are exempt from corporation tax due to the Company's status as a Venture Capital Trust.
£889,000 (2010: £895,000) of unused tax losses are carried forward, for which no deferred tax asset has been recognised.
10. Discontinued Operations
Year ended
Year ended
28 February 2011
28 February 2010
Revenue
Capital
Total
Revenue
Capital
Total
£'000
£'000
£'000
£'000
£'000
£'000
Realised loss on investments
-
(20)
(20)
-
(9)
(9)
General administration
-
-
-
(10)
-
(10)
Loss before taxation
-
(20)
(20)
(10)
(9)
(19)
Attributable taxation
-
-
-
-
-
-
Net loss attributable to discontinued activities
-
(20)
(20)
(10)
(9)
(19)
On 14 October 2010 the Company disposed of its entire interest in its subsidiary company, Starshell Limited.
Its results have been treated as discontinued operations and shown separately in the statement of comprehensive income.
11. Loss per Share
The loss per share is based on a loss from ordinary activities after tax of £252,417 (2010: £1,610,211), and on the weighted average number of shares in issue during the period of 32,020,745 (2010: 32,022,471).
The table below shows the calculation of the weighted average number of shares used in the above calculations:
Shares
Weighted
Issued
No. of Days
Average
01-Mar-10
32,022,471
365
32,022,471
08-Feb-11
(30,000)
21
(1,726)
28-Feb-11
31,992,471
365
32,020,745
There are no potentially dilutive capital instruments in issue and, therefore, no diluted return per share figures are included in these Financial Statements.
12. Financial assets at Fair Value through Profit or Loss
Investments
The company has adopted the amendment to IFRS 7 regarding financial instruments that are measured in the balance sheet at fair value, this requires disclosure of fair value measurements by level under the following fair value measurement hierarchy:
· Level 1: quoted prices in active markets for identical assets or liabilities. The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date, A market is regarded as active if quoted prices are readily and regularly available, and those prices represent actual and regularly occurring market transactions on an arms' length basis. The quoted market price used for financial assets held by the Company is the current bid price.
· Level 2: the fair value of financial instruments that are not traded in active markets is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available 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 in an active market (for example, investments in unquoted companies) is determined by using valuation techniques such as earnings multiples. If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
There have been no transfers between these classifications in the period (2010: none).The change in fair value for the current and previous year is recognised through the profit or loss.
Further details of these investments are provided in the Investment Manager's Review and Investment Portfolio.
All items held at fair value through profit or loss were designated as such upon initial recognition.
Level 3 valuations include assumptions based on non-observable data, such as discounts applied either to reflect impairment of financial assets held at the price of recent investments, or to adjust earnings multiples.
Movements in investments held at fair value through profit or loss during the year to 28 February 2011 were as follows:
Level 1
Level 3
Level 2
Level 1
Fixed
Unquoted
Derivative
Quoted
Income
Total
Investments
Transaction
Investments
Securities
Investments
£'000
£'000
£'000
£'000
£'000
Year ended 28 February 2011
Opening Cost
20,526
3,651
-
-
24,177
Opening unrealised (loss) / gain
(552)
269
-
-
(283)
Opening fair value at 1 March 2010
19,974
3,920
-
-
23,894
Purchases at cost
-
-
-
-
-
Disposal proceeds
(679)
-
-
-
(679)
Realised loss on disposal of subsidiary
(20)
-
-
-
(20)
Unrealised loss on investments
-
(252)
-
-
(252)
Closing fair value at 28 February 2011
19,275
3,668
-
-
22,943
Closing cost
19,275
3,651
-
-
22,926
Closing unrealised gain
-
17
-
-
17
Year ended 28 February 2010
Opening Cost
7,095
-
-
1,530
8,625
Opening unrealised loss
(3,447)
-
-
(25)
(3,472)
Opening fair value at 1 March 2009
3,648
-
-
1,505
5,153
Purchases at cost
19,276
3,65
-
-
22,927
Disposal proceeds
(2,930)
-
-
-
(2,930)
Realised loss on disposals
-
-
-
(1,505)
(1,505)
Unrealised (loss) / gain on investments
(20)
269
-
-
249
Closing fair value at 28 February 2010
19,974
3,920
-
-
23,894
Closing cost
20,526
3,651
-
-
24,177
Closing unrealised (loss) / gain
(552)
269
-
-
(283)
All investments are designated as fair value through 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.
Sensitivity
An increase of 1% in the value of investments would increase the capital profits for the period and the net asset value at 28 February 2011 by £229,000. A decrease of 1% would reduce the capital profits and net asset value by the same amount.
An increase of interest rates by 1% would have no significant impact
The following table discloses the financial assets and liabilities of the company in the categories defined by IAS 39.
Book value
Held for trading
Loan and receivables
Amortised cost
Fair value through profit or loss
2011
Assets:
Financial assets at fair value through profit or loss
19,275
-
-
-
19,275
Derivative
3,668
3,668
-
-
-
Receivables
533
-
533
-
-
Prepaid expenses
5
-
5
-
-
Cash and cash equivalents
254
-
254
-
-
23,735
3,668
792
-
19,275
Liabilities:
Other payables
(107)
-
-
(107)
-
Accrued expenses
(7)
-
-
(7)
-
(114)
-
-
(114)
-
2010
Assets:
Financial assets at fair value through profit or loss
19,974
-
-
-
19,974
Derivative
3,920
3,920
-
-
-
Receivables
731
-
731
-
-
Prepaid expenses
4
-
4
-
-
Cash and cash equivalents
69
-
69
-
-
24,698
3,920
804
-
19,974
Liabilities:
Loan from subsidiary
(706)
-
-
(706)
-
Other payables
(19)
-
-
(19)
-
Accrued expenses
(79)
-
-
(79)
-
(804)
-
-
(804)
-
13. Receivables
28 February 2011
28 February 2010
Company
Company
£'000
£'000
Other receivables
533
732
Accrued income
-
(1)
Prepaid expenses
5
4
538
735
14. Cash and Cash Equivalents
Cash and cash equivalents comprise deposits with HSBC Bank plc.
15. Payables
28 February 2011
28 February 2010
Company
Company
£'000
£'000
Loan from subsidiary
-
706
Accruals & deferred income
107
19
Other payables
7
79
114
804
16. Share Capital
28 February 2011
28 February 2010
Ordinary Shares of 1p
Authorised
Number of shares
50,000,000
50,000,000
Par Value £'000
500
500
Issued & Fully Paid
Number of shares
31,992,471
32,022,471
Par Value £'000
320
320
.
17. Subsidiary
On 14 October 2010 the Company sold 100% of Starshell Limited to TP70 2010 VCT plc for a consideration of £679,000. Detailed below is a breakdown of the net assets acquired and the loss of the subsidiary up to the period it was sold.
Recognisable amounts of identifiable net assets
Receivables
12
Loan due from TP70
679
Cash and cash equivalents
1
692
Payables
13
Net assets
679
Year ended
28 February 2011
Revenue
Capital
Total
£'000
£'000
£'000
Realised loss on investments
-
(20)
(20)
General administration
-
-
-
Loss before taxation
-
(20)
(20)
Attributable taxation
-
-
-
Net loss attributable to discontinued activities
-
(20)
(20)
18. Net Asset Value per Share
The calculation of net asset value per share is based on net assets of £23,621,000 (2010: £23,894,000) divided by the 31,992,471 (2010: 32,022,471) shares in issue.
19. Derivative Transaction
Following early termination of the derivative transaction with Barclays Capital in January 2009, in order to maintain the Company's exposure to GAM Diversity, last year the Company acquired a leveraged note with Julius Baer representing some 15.8% of Company's financial assets and 15.5% of Company's total assets but, because of the leverage of the note, providing a 40% exposure of total assets to GAM Diversity.
The value shown for the derivative transaction represents the amount receivable by the company if the derivative transaction were closed on the balance sheet date.
20. Commitments and Contingencies
The Company had no outstanding commitments or contingent liabilities as at 28 February 2011 or 28 February 2010.
21. Related Party Transactions
Michael Sherry, Chairman of the Company, was an equity Member of Triple Point LLP (TPLLP). TPLLP in turn has a controlling interest in Triple Point Investment Management LLP (TPIMLLP). During the period, TPIMLLP received £145,978 (2010: £173,333) for providing management and administrative services to the Company, which is the net of £412,645 (2010: £440,000) contractual management fees and £266,677 (2010 £266,677) contribution to the Company. At 28 February 2011 TPIMLLP owed the Company £199,592 (2010: £nil).
During the year TP70 VCT plc sold 100% of the share capital of Starshell Limited, its subsidiary to TP70 2010 VCT plc, which is a related party by virtue of both companies being managed by TPIMLLP.
22. Post balance sheet events
To date there have been no significant post balance sheet events.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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