RNS Number : 7767P
TP70 VCT Plc
07 October 2011
TP70 VCT plc
Interim Results
The directors of TP70 VCT plc are pleased to announce its Interim results for the six months to 31 August 2011.
For further information please contact Triple Point Investment Management LLP on 020 7201 8989. The Interim report will be available in full at www.triplepoint.co.uk
Financial Summary
Unaudited
Audited
Unaudited
6 months ended
Year ended
6 months ended
31 August 2011
28 February 2011
31 August 2010
£'000
£'000
£'000
Net assets
23,388
23,621
23,310
Net asset value per share
73.11p
73.83p
72.79p
Net loss before tax
(233)
(252)
(584)
Loss per share
(0.73p)
(0.79p)
(1.82p)
TP70 VCT plc ("the Company") is a Venture Capital Trust ("VCT"). The investment manager is Triple Point Investment Management LLP ("TPIM"). The Company was launched in January 2007 and raised £30.6 million (net of expenses) through an offer for subscription.
Chairman's Statement
I am writing to you to present the unaudited Interim Financial Report for TP70 VCT plc ("the Company") for the 6 months ended 31 August 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 held during the period through a Bank Julius Baer note stood at 14.2% of net asset value ("NAV") as at 31 August 2011. This note, indexed on a leveraged basis of 2.9 times to the performance of GAM Diversity provided a gross exposure at 41% of NAV during the period.
Results
The Company continues to be substantially invested in VCT qualifying holdings which at cost represent 78% of investments, exceeding the 70% required for VCT qualification. Further details of the VCT-qualifying investments are given in the Investment Manager's Review.
The Company sustained an unrealised loss of £326,000 on its exposure to GAM Diversity through the Bank Julius Baer note.
Over the period the Company made an overall loss of £233,000 or 0.73p loss per share. As at 31 August 2011 the NAV per share stood at 73.11p.
Board Composition
The Board has taken the decision that it is in the interest of shareholders that there is another independent director leading up to the planned realisation of the Company's investments. Therefore I am pleased to report that Richard Rose was appointed a director on 22 September 2011. Richard qualified as a solicitor in 1977. He joined the Surrey legal firm, Morrisons Solicitors LLP, in 1988, and set up the firm's company and commercial team in 1994. He was managing partner for 11 years, prior to becoming senior partner in 2008.
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 included 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 Board and the Investment Manager will continue to monitor and manage the performance of these investments.
April 2012 will mark the end of the Company's five year VCT holding period. In line with its investment strategy, the Board has actively begun to investigate the realisation of investments and the return of funds to shareholders. In this connection, the Board has halved the Company's exposure to GAM Diversity with effect from 30 September 2011 by reducing the leverage in the Julius Baer note and intends to close the remaining exposure by April 2012.
We expect to write to shareholders with more details about the Company's plans for exit in spring 2012.
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
6 October 2011
Investment Manager's Review
Over the period 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
78% 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 Company has investments in six companies that provide services to the cinema industry, installing and operating digital projection systems. The companies provide services to cinemas in the UK, Germany, Italy and Ireland.
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. These investments seek to benefit from potential increases in demand for such capacity, together with a degree of downside protection.
Included in the qualifying holdings portfolio are companies which are constructing farm-based anaerobic digestion plants for renewable electricity production. 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 underpinned by government subsidies.
The portfolio also includes companies which are pursuing opportunities in renewable electricity production from roof-based solar Photo Voltaic ("PV"), panels in the social housing and education sectors. These will be used to generate electricity for the residents and occupiers, 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 companies will benefit from this framework. Feed-in Tariffs are inflation linked (RPI) and rates for solar PV arrays installed before 2012 have been set for 25 years, providing the companies with a long term, predictable cash flow.
During the period the Company disposed of its qualifying investment in Peak Power Associates Limited to a trade buyer at cost. There is additional deferred consideration of £177,000 receivable if certain conditions are met. As and when received this amount will be realised and recognised as a gain on disposal.
GAM Review
In the period the Company's exposure to GAM Diversity GBP stood at 14.2% and with leverage at 41 % of net assets. Over the period GAM Diversity GBP lost 2.6%. Although this is a disappointing result, it compares favourably to the FTSE All Share loss of 7.95% and the MSCI World Index loss of 9.01% in the same period.
Markets continued to be dominated by 'risk on/ risk-off' sentiment swings as strong corporate earnings results were overshadowed by ongoing fears of a European sovereign debt default and a slowdown in global growth, reminiscent of the concerns that affected markets in the second quarter of 2010.
The second quarter of 2011 proved to be another eventful period for equities. Although equity markets were relatively unchanged for the quarter, there was significant volatility throughout the period. Since the end of the second quarter, July was another difficult month, with all major equity markets finishing in negative territory. A brief wave of relief followed the announcement of a rescue package for Greece, but markets were not reassured as contagion spread to Italy and Spain. Global markets were further unnerved by the failure of Republicans and Democrats to agree on raising the US debt ceiling despite the fast approaching deadline. August proved to be an even more eventful month than July, characterised by the indiscriminate selling of equities across the board as politicians continued to struggle to find a solution for rising southern European debt levels, which coincided with a downgrade of the US credit rating. The S&P 500 index closed down 5.4% in August, while the DJ Euro Stoxx 50 index dropped 13.7% (both in local currency terms).
Equities, bonds and gold reversed somewhat in the latter half of August as markets began to speculate that the Federal Reserve could potentially embark on yet another round of quantitative easing to bolster the US economy. Currency markets were volatile but directionless as the US dollar index spot rate only changed by 30 basis points for the month, but saw significant intra-month swings. Similarly in commodities, the S&P GSCI index finished the month down 1.8%, with a strong recovery later in the month after being down as much as 10.5% in early August. In general, hedge funds have neutralised market risk in their portfolios and reduced exposure to the overall market by bringing gross exposures down.
GAM Outlook
It is GAM's view that the current political backdrop is unlikely to disappear anytime soon, with markets over the medium term moving consistently with fundamentals, but with sizeable interim reversals. Ultimately, GAM expect greater resolution on the issues in Europe and the US, which will provide opportunities for managers to generate more significant returns in multiple markets, whether they be bullish or bearish on any particular asset class and market. While there is the possibility that the environment may normalise, GAM believe it is prudent for managers to find ways to enhance their positioning rather than simply wait for resolution, which could take quarters or years, rather than weeks.
GAM expect the focus to shift incrementally towards these approaches. However, it is clear that volatility and correlation will remain elevated and this will continue to present challenges for all hedge fund managers, requiring them to manage this increased risk appropriately.
Should the current uncertainty eventually stabilise and translate into more sustained market movements, GAM expect the opportunity set to increase.
Our intention for the remainder of the Company's life is to realise the qualifying holdings as soon as is practical after the five year holding period ends.
Claire Ainsworth
Managing Partner
for Triple Point Investment Management LLP
6 October 2011
Directors' Responsibility Statement
The Directors have prepared the Interim Financial Report for the Company in accordance with International Financial Reporting Standards ("IFRS").
In preparing the Interim Financial Report for the 6 month period to 31 August 2011, the Directors confirm that to the best of their knowledge:
a) the Interim Financial Report has been prepared in accordance with International Accounting Standard IAS34,"Interim Financial Reporting" issued by the International Accounting Standards board;
b) the Interim Financial Report includes a fair review of important events during the period and their effect on the financial statements and a description of principal risks and uncertainties for the remainder of the accounting period;
c) the Interim Financial Report gives a true and fair view in accordance with IFRS of the assets, liabilities, financial position and of the results of the company for the period and complies with IFRS and the Companies Act 2006;
d) the Interim Financial Report includes a fair review of related party transactions and changes therein. Other than detailed in note 15 there are no related party transactions; and
e) The Directors believe that the Company has sufficient financial resources to manage its business risks in the current uncertain economic outlook.
The Directors have reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.
This Interim Financial Report has not been audited or reviewed by the auditors.
Michael Sherry
Chairman
6 October 2011
Unaudited Statement of Comprehensive Income
For the 6 months ended 31 August 2011
Unaudited
Audited
Unaudited
6 months ended
Year ended
6 months ended
Note
31 August 2011
28 February 2011
31 August 2010
Rev.
Cap.
Total
Rev.
Cap.
Total
Rev.
Cap.
Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Income
Investment income
5
353
-
353
665
-
665
334
-
334
Derivative transaction
-
(326)
(326)
-
(252)
(252)
-
(595)
(595)
Investment return
353
(326)
27
665
(252)
413
334
(595)
(261)
Investment management fees
6
52
156
208
103
309
412
52
157
209
Financial and regulatory costs
14
-
14
28
-
28
14
-
14
General administration
5
-
5
13
-
13
21
-
21
Legal and professional fees
13
-
13
152
-
152
59
-
59
Directors' remuneration
7
20
-
20
40
-
40
20
-
20
Operating expenses
104
156
260
336
309
645
166
157
323
Operating profit / (loss)
249
(482)
(233)
329
(561)
(232)
168
(752)
(584)
Taxation
8
-
-
-
-
-
-
-
-
-
Profit / (loss) for the year from continuing operations
249
(482)
(233)
329
(561)
(232)
168
(752)
(584)
Loss for the period from discontinued operations
-
-
-
-
(20)
(20)
-
-
-
Total comprehensive income / (loss)
249
(482)
(233)
329
(581)
(252)
168
(752)
(584)
Basic & diluted profit / (loss) per share
9
0.78p
(1.51p)
(0.73p)
1.03p
(1.82p)
(0.79p)
0.52p
(2.35p)
(1.82p)
The Total column of this statement is the statement of comprehensive income of the Company prepared in accordance with International Financial Reporting Standards (IFRS). The supplementary Revenue Return and Capital columns have been prepared under guidance published by the Association of Investment Companies.
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 this statement.
Unaudited Balance Sheet
At 31 August 2011
Unaudited
Audited
Unaudited
31 August 2011
28 February 2011
31 August 2010
Note
£'000
£'000
£'000
Non current assets
Financial assets at fair value through the profit or loss
21,617
22,943
22,600
Current assets
Receivables
820
538
650
Cash and cash equivalents
10
1,525
254
250
2,345
792
900
Total assets
23,962
23,735
23,500
Current liabilities
Payables
574
114
190
574
114
190
Net assets
23,388
23,621
23,310
Equity attributable to equity holders of the parent
Share capital
11
320
320
320
Special distributable reserve
30,562
30,562
30,583
Capital reserve
(6,719)
(6,237)
(6,408)
Revenue reserve
(775)
(1,024)
(1,185)
Total equity
23,388
23,621
23,310
Net asset value per share (pence)
12
73.11p
73.83p
72.79p
The accompanying notes are an integral part of this statement.
Unaudited Statement of Changes in Shareholders' Equity
For the 6 months ended 31 August 2011
Special
Share
Distributable
Capital
Revenue
Capital
Reserve
Reserve
Earnings
Total
£'000
£'000
£'000
£'000
£'000
6 months ended 31 August 2011
Opening balance
320
30,562
(6,237)
(1,024)
23,621
(Loss) / profit for the year
-
-
(482)
249
(233)
Total comprehensive (loss) / income for the year
-
-
(482)
249
(233)
Balance at 31 August 2011
320
30,562
(6,719)
(775)
23,388
Year ended 28 February 2011
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
6 months ended 31 August 2010
Opening balance
320
30,583
(5,656)
(1,353)
23,894
(Loss) / profit for the year
-
-
(752)
168
(584)
Total comprehensive (loss) / income for the year
-
-
(752)
168
(584)
Balance at 28 February 2011
320
30,583
(6,408)
(1,185)
23,310
The capital reserve includes unrealised losses on investment holdings being the difference between cost and market value of investments which at the 31 August 2011 was £309,000.
The accompanying notes are an integral part of this statement.
Unaudited Statement of Cash Flows
For the 6 months ended 31 August 2011
Unaudited
Audited
Unaudited
31 August 2011
28 February 2011
31 August 2010
£'000
£'000
£'000
Cash flows from operating activities
Loss before taxation
(233)
(252)
(584)
Realised (gain) / loss on investments
-
20
-
Loss on derivative transaction
326
252
595
Cash generated by operations
93
20
11
(Increase) / decrease in receivables
(282)
197
87
Increase / (decrease) in payables
460
(690)
83
Net cash flows from operating activities
271
(473)
181
Cash flow from investing activities
Sales of financial assets at fair value through the profit or loss
1,000
679
-
Net cash flows from investing activities
1,000
679
-
Cash flows from financing activities
Purchase of own shares
-
(21)
-
Net cash flows from financing activities
-
(21)
-
Net increase in cash and cash equivalents
1,271
185
181
Reconciliation of net cash flow to movements in cash and cash equivalents
Cash and cash equivalents at 1 March 2011
254
69
69
Net increase in cash and cash equivalents
1,271
185
181
Cash and cash equivalents at 31 August 2011
1,525
254
250
The accompanying notes are an integral part of this statement.
Notes to the Unaudited Interim Financial Report
For the 6 months ended 31 August 2011
1 Corporate Information
The Interim Financial Report of the Company for the 6 months ended 31 August 2011 was authorised for issue in accordance with a resolution of the Directors on 6 October 2011.
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 Interim Financial Report is presented in Pounds Sterling (£) which is also the functional currency of the Company, rounded to the nearest thousand.
The financial information set out in this report does not constitute statutory accounts as defined in S434 of the Companies Act 2006.
The principal activity of the Company is investment. The Company's investment strategy is to offer combined exposure to GAM Diversity (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
Basis of preparation
The Interim Financial Report of the Company for the 6 months ended 31 August 2011 has been prepared in accordance with IAS 34: Interim Financial Reporting. They do not include all of the information required for full Financial Statements and should be read in conjunction with the Financial Statements for the year ended 28 February 2011.
Estimates
The preparation of the Interim Financial Report requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenditure. Actual results may differ from these estimates.
3. Seasonality of operations
The Company's operations are not seasonal.
4. Segmental reporting
The Company's segments are defined by the financial information provided to the Board. The Company only has one class of business, being investment activity. All revenues and assets are generated and held in the UK.
5. Investment Income
Unaudited
Audited
Unaudited
6 months ended
Year ended
6 months ended
31 August 2011
28 February 2011
31 August 2010
Rev.
Cap.
Total
Rev.
Cap.
Total
Rev.
Cap.
Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Interest receivable on bank balances
-
-
-
1
-
1
1
-
1
Loan stock interest
353
-
353
664
-
664
333
-
333
Total
353
-
353
665
-
665
334
-
334
6. Investment management fees
TPIM provides investment management and administration services to the Company under an Investment Management Agreement effective 5 April 2007. The agreement 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. Directors' Remuneration
Directors' Fees
Unaudited
Audited
Unaudited
6 months ended
Year ended
6 months ended
31 August 2011
28 February 2011
31 August 2010
Rev.
Cap.
Total
Rev.
Cap.
Total
Rev.
Cap.
Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
M G Sherry (Chairman)
6
-
6
12
-
12
6
-
6
J C Murrin
8
-
8
15
-
15
8
-
8
I D Parsons
6
-
6
13
-
13
6
-
6
Total
20
-
20
40
-
40
20
-
20
8. Taxation
Unaudited
Audited
Unaudited
6 months ended
Year ended
6 months ended
31 August 2011
28 February 2011
31 August 2010
Rev.
Cap.
Total
Rev.
Cap.
Total
Rev.
Cap.
Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Profit / (loss) from continued operations before tax
249
(482)
(233)
329
(561)
(232)
168
(752)
(584)
Capital losses not taxable
-
326
326
-
272
272
-
595
595
Taxable profit / (loss) in period
249
(156)
93
329
(289)
40
168
(157)
11
Taxable losses brought forward from previous year
(1,024)
(1,385)
(2,409)
(1,353)
(1,096)
(2,449)
(1,353)
(1,096)
(2,449)
Unused tax losses carried forward
(775)
(1,541)
(2,316)
(1,024)
(1,385)
(2,409)
(1,185)
(1,253)
(2,438)
Tax value of unused tax losses carried forward at 21% (21%)
163
323
486
215
291
506
249
263
512
Tax charge for period
-
-
-
-
-
-
-
-
-
Capital gains and losses are exempt from corporation tax due to the Company's status as a Venture Capital Trust.
9. Loss per share
The loss per share is based on a loss from ordinary activities after tax of £38,000 and on the number of shares in issue during the period of 31,992,471
10. Cash and cash equivalents
Cash and cash equivalents comprise deposits with HSBC Bank plc.
11. Share Capital
Unaudited
Audited
Unaudited
31 August 2011
28 February 2011
31 August 2010
Ordinary Shares of 1p
Authorised
Number of shares
50,000,000
50,000,000
50,000,000
Par Value £'000
500
500
500
Issued & Fully Paid
Number of shares
31,992,471
31,992,471
32,022,471
Par Value £'000
320
320
320
12. Net asset value per share
The calculation of net asset value per share is based on net assets of £23,583,000 divided by the 31,992,471 shares in issue.
13. Commitments and contingencies
The Company has no commitments or contingent liabilities.
14. Related party transactions
Michael Sherry, Chairman of the Company, has an equity interest in Triple Point LLP (TPLLP). TPLLP in turn has a controlling interest in TPIM. During the period, TPIM received £208,000 for providing management and administrative services to the Company.
15. Post balance sheet events
Other than those detailed in the Chairman's statement there were no post balance sheet events.
This information is provided by RNS
The company news service from the London Stock Exchange
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