RNS Number : 8996Q
TP70 VCT Plc
18 October 2013
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 2013.
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
Unaudited Interim Financial Report - Financial Summary
Unaudited
Audited
Unaudited
6 months ended
Year ended
6 months ended
31 August 2013
28 February 2013
31 August 2012
£'000
£'000
£'000
Net assets
655
684
6,232
Net (loss)/profit before tax
(29)
587
292
(Loss)/profit per share
(0.09p)
1.84p
0.91p
Dividend Paid
-
(70.68p)
(52.40p)
Net asset value per share
2.04p
2.13p
19.48p
TP70 VCT plc ("the Company") was incorporated as 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.
Unaudited Interim Financial Report - 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 2013.
30 April 2012 marked the end of the Company's five year VCT holding period. In line with its investment strategy for an exit after five years, the Board has been pursuing the realisation of investments and the return of funds to shareholders.
To date £16.9 million of investments have been realised. This, combined with the sales proceeds of £3.3 million from the GAM Diversity exposure, enabled the Board to pay dividends as detailed in note 15.
The Company's remaining investments have a realisable value of some £0.7 million. Further details of the realisation plans for these investments are in the Investment Manager's Review.
Cancellation of the Listing of the Shares on the Official List
Following payment of the dividends referred to above, the value of the Company has been reduced to a residual value of some £655,000 (equivalent to 2.04 pence per Share) at 31 August 2013. At this size and given the time that has elapsed, on 30 September 2013, the Company ceased to meet the qualifying conditions for VCT status. In those circumstances and as its size falls below the usual minimum for a listed company, the Board is proposing that the Company seeks to cancel the listing of its shares, as a preliminary step prior to winding-up and in order to reduce continuing administration and running costs.
The Board has been advised that the loss of VCT status and the proposed de-listing, will not affect tax relief on shareholders' initial investment or the tax-free status of any dividends so far paid out to shareholders.
Over the period the Company made a loss of £28,964 or 0.09p per share which was due to ongoing running costs exceeding income.
Risks
The Board believes that the principal risk facing the Company is the realisation of its remaining investments.
Outlook
Following the Company's de-listing the Board's intends to bring forward proposals for the Company's liquidation, as soon as practicable.
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
18 October 2013
Unaudited Interim Financial Report - Investment Manager's Review
Since the Company passed its five year holding on 30 April 2012, we have been working on an investment realisation programme to enable the Board to distribute proceeds to shareholders.
Realisations to Date
The table below shows the make-up of the remaining portfolio of unquoted investments together with changes during the period ended 31 August 2013:
Electricity Generation
Industry Sector
Cinema Digitisation
Solar PV
Anaerobic Digestion
Total Unquoted Investments
£'000
£'000
£'000
£'000
Investments at 29 February 2013
58
39
675
772
Investments realised during the period
(58)
(29)
-
(87)
Revaluations
-
30
-
30
Investments at 31 August 2013
-
40
675
715
Anaerobic Digestion Investments
Funds are invested in two renewable energy generating ventures which both operate 1 MW anaerobic digestion plants. The plants use agricultural feed stocks to generate electricity for sale to a utility company. The electricity generation also attracts Feed-in Tariffs which provide RPI linked revenues for a 20 year period from commissioning. The high rainfall and resultant poor maize harvest in 2012 contributed to underperformance of the plants over the last year. We believe that this year's harvest has been significantly better than last year's and consistent high quality feedstock will enable the plants to develop a stable operating track record, which will assist in the realisation of these investments.
Claire Ainsworth
Managing Partner
for Triple Point Investment Management LLP
18 October 2013
Unaudited Interim Financial Report - Investment Portfolio
Unaudited
Audited
31 August 2013
28 February 2013
Cost
Valuation
Cost
Valuation
£'000
%
£'000
%
£'000
%
£'000
%
Qualifying holdings
770
60.01
675
92.72
3,375
86.24
762
94.06
Non qualifying holdings
500
38.97
40
5.49
500
12.78
10
1.23
Financial assets at fair value through profit or loss
1,270
98.98
715
98.21
3,875
99.02
772
95.29
Cash and cash equivalents
13
1.02
13
1.79
38
0.98
38
4.71
1,283
100.00
728
100.00
3,913
100.00
810
100.00
Unquoted Qualifying Holdings
£'000
%
£'000
%
£'000
%
£'000
%
Cinema Digitisation
21st Century Cinema Ltd
-
-
-
-
600
15.33
15
1.85
Big Screen Digital Services Ltd
-
-
-
-
600
15.33
1
0.12
Digima Ltd
-
-
-
-
600
15.33
7
0.86
Digital Screen Solutions Ltd
-
-
-
-
600
15.33
35
4.32
Electricity Generation
Solar
Campus Link Ltd
-
-
-
-
300
7.67
29
3.58
Green Energy For Education Ltd
95
7.40
-
-
-
-
-
-
Anaerobic Digestion
-
Biomass Future Generations Ltd
400
31.18
400
54.95
400
10.22
400
49.38
Katharos Organic Ltd
275
21.43
275
37.77
275
7.03
275
33.95
770
60.01
675
92.72
3,375
86.24
762
94.06
Cost
Valuation
Cost
Valuation
Unquoted Non-Qualifying Holdings (ceased trading)
£'000
%
£'000
%
£'000
%
£'000
%
Electricity Generation
Solar
Beam Carrier Trading Ltd
500
38.97
40
5.49
500
12.78
10
1.23
500
38.97
40
5.49
500
12.78
10
1.23
Unaudited Interim Financial Report - 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 2013, 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 those detailed in note 14 there are no related party transactions; and
e) The Directors believe that the Company has sufficient financial resources to complete the process of realisation.
Following completion of shareholders' five year holding period, steps have been taken to realise the Company's investments and distributions were made on 25 May 2012, 21 September 2012, 18 January 2013 and 22 February 2013. As soon as it is in a position to do so the Board will propose resolutions to place the Company into Members' Voluntary Liquidation which will require shareholders' approval. Thereafter all further funds will be returned to shareholders by way of capital distribution by the Liquidators. In the circumstances this Interim Financial Report has been prepared on a break-up basis taking into account the expected costs of the Company's liquidation.
This Interim Financial Report has not been audited or reviewed by the auditors.
Michael Sherry
Chairman
18 October 2013
Unaudited Statement of Comprehensive Income
Unaudited
Audited
Unaudited
6 months ended
Year ended
6 months ended
Note
31 August 2013
28 February 2013
31 August 2012
Revenue
Capital
Total
Revenue
Capital
Total
Revenue
Capital
Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Income
Investment income
4
7
-
7
515
-
515
441
-
441
Loss arising on the disposal of investments
-
-
-
-
(57)
(57)
-
(358)
(358)
Profit/(loss) arising on the revaluation of investments
-
30
30
-
(59)
(59)
-
(33)
(33)
Profit arising on the revaluation on derivative transactions
-
-
-
-
379
379
-
362
362
Investment return
7
30
37
515
263
778
441
(29)
412
Investment management and administration fees
5
-
1
1
13
39
52
11
34
45
Financial and regulatory costs
24
-
24
32
-
32
31
-
31
General administration
4
-
4
16
-
16
6
-
6
Legal and professional fees
9
-
9
36
-
36
10
-
10
Directors' remuneration
6
28
-
28
55
-
55
28
-
28
Operating expenses
65
1
66
152
39
191
86
34
120
Operating (loss)/profit before taxation
(58)
29
(29)
363
224
587
355
(63)
292
Taxation
7
-
-
-
(72)
72
-
(91)
91
-
Operating (loss)/profit after taxation
(58)
29
(29)
291
296
587
264
28
292
Total Comprehensive (loss)/profit for the period
(58)
29
(29)
291
296
587
264
28
292
Basic & diluted (loss)/earnings per share
8
(0.18p)
0.09p
(0.09p)
0.91p
0.93p
1.84p
0.83p
0.09p
0.91p
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 in accordance with the Association of Investment Companies Statement of Recommended Practice (AIC SORP).
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
Unaudited
Audited
Unaudited
31 August 2013
28 February 2013
31 August 2012
Note
£'000
£'000
£'000
Current assets
Financial assets at fair value through profit or loss
715
772
5,758
Receivables
15
21
49
Cash and cash equivalents
9
13
38
734
743
831
6,541
Total assets
743
831
6,541
Current liabilities
Payables
88
147
309
88
147
309
Net assets
655
684
6,232
Equity attributable to equity holders of the parent
Share capital
10
320
320
320
Special distributable reserve
7,955
7,955
13,798
Capital reserve
(7,224)
(7,254)
(7,522)
Revenue reserve
(396)
(337)
(364)
Total equity
655
684
6,232
Net asset value per share (pence)
11
2.04p
2.13p
19.48p
The accompanying notes are an integral part of this statement.
Unaudited Statement of Changes in Shareholders' Equity
Special
Share
Distributable
Capital
Revenue
Capital
Reserve
Reserve
Earnings
Total
£'000
£'000
£'000
£'000
£'000
6 months ended 31 August 2013
Opening balance
320
7,955
(7,254)
(337)
684
Profit/(loss) for the period
-
-
30
(59)
(29)
Total comprehensive loss for the period
-
-
30
(59)
(29)
Balance at 31 August 2013
320
7,955
(7,224)
(396)
655
Capital reserve consists of:
Investment holding profits
30
Other realised losses
(7,254)
(7,224)
Year ended 28 February 2013
Opening balance
320
30,562
(7,550)
(628)
22,704
Write back unpresented cheque for share issue costs
-
5
-
-
5
Dividends
-
(22,612)
-
-
(22,612)
Transactions with owners
-
(22,607)
-
-
(22,607)
Profit for the year
-
-
296
291
587
Total comprehensive income for the year
-
-
296
291
587
Balance at 28 February 2013
320
7,955
(7,254)
(337)
684
Capital reserve consists of:
Other realised losses
(7,254)
(7,254)
6 months ended 31 August 2012
Opening balance
320
30,562
(7,550)
(628)
22,704
Dividends
-
(16,764)
-
-
(16,764)
Transactions with owners
-
(16,764)
-
-
(16,764)
Profit for the period
-
-
28
264
292
Total comprehensive income for the period
-
-
28
264
292
Balance at 28 February 2013
320
13,798
(7,522)
(364)
6,232
Capital reserve consists of:
-
Investment holding losses
(672)
-
Other realised losses
(6,850)
(7,522)
The capital reserve represents realised and unrealised gains and losses on investments and the proportion of investment management fees charged against capital. The capital reserve is not distributable. The special distributable reserve was created on court cancellation of the share premium account. The revenue and special distributable reserve are distributable by way of dividend.
The accompanying notes are an integral part of this statement.
Unaudited Statement of Cash Flows
Unaudited
Audited
Unaudited
6 months ended
Year ended
6 months ended
31 August 2013
28 February 2013
31 August 2012
£'000
£'000
£'000
Cash flows from operating activities
Operating (loss)/profit before taxation
(29)
587
292
Write back of share issue expenses
-
5
-
Loss arising on the disposal of investments
-
57
-
(Gain)/loss arising on the revaluation of investments
(30)
59
33
(Gain) arising on the derivative
-
(379)
(4)
Cash (absorbed)/generated by operations
(59)
329
321
Decrease in receivables
6
384
356
(Decrease) in payables
(59)
(359)
(197)
Net cash flows from operating activities
(112)
354
480
Cash flows from investing activities
Purchase of financial assets at fair value through profit or loss
-
(500)
(500)
Sales of financial assets at fair value through profit or loss
87
20,916
15,638
Net cash flows from investing activities
87
20,416
15,138
Cash flows from financing activities
Dividends paid
-
(22,612)
(16,764)
Net cash flows from financing activities
-
(22,612)
(16,764)
Net decrease in cash and cash equivalents
(25)
(1,842)
(1,146)
Reconciliation of net cash flow to movements in cash and cash equivalents
Cash and cash equivalents at 1 March 2013
38
1,880
1,880
Net decrease in cash and cash equivalents
(25)
(1,842)
(1,146)
Cash and cash equivalents at 31 August 2013
13
38
734
The accompanying notes are an integral part of this statement.
Notes to the Unaudited Interim Financial Report
1 Corporate information
The Unaudited Interim Financial Report of the Company for the 6 months ended 31 August 2013 was authorised for issue in accordance with a resolution of the Directors on 18 October 2013.
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 Unaudited 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 was 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. The investment in GAM Diversity has now been realised, so the Company no longer has this exposure.
2 Basis of preparation and accounting policies
Basis of preparation
The Unaudited Interim Financial Report of the Company for the 6 months ended 31 August 2013 has been prepared in accordance with IAS 34: 'Interim Financial Reporting'. It does 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 2013.
Estimates
The preparation of the Unaudited Interim Financial Report requires management to make judgements, estimates and assumptions that reflect the application of accounting policies and the reported amounts of assets and liabilities, income and expenditure. However, actual results may differ from these estimates.
3. Segmental reporting
The Company only has one class of business, being investment activity. All revenues and assets are generated and held in the UK.
4. Investment income
Unaudited
Audited
Unaudited
6 months ended
Year ended
6 months ended
31 August 2013
28 February 2013
31 August 2012
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
7
-
7
282
-
282
208
-
208
Income from bond portfolio
-
-
-
232
-
232
232
-
232
Total
7
-
7
515
-
515
441
-
441
5. Investment management and administration fees
TPIM provides investment management and administration services to the Company under an Investment Management Agreement effective 5 April 2007 which ran 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 arrear. In addition TPIM 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.
The 1.5% per annum element of the fee relating to investment management ceased to accrue from 1 April 2012. Instead in accordance with the terms of the agreement, a fee is payable to TPIM of 1% of distributions made after 1 April 2012 to shareholders.
6. Directors' remuneration
Unaudited
Audited
Unaudited
6 months ended
Year ended
6 months ended
31 August 2013
28 February 2013
31 August 2012
Rev.
Cap.
Total
Rev.
Cap.
Total
Rev.
Cap.
Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
M G Sherry (Chairman)
6
-
6
13
-
13
6
-
6
J C Murrin
8
-
8
15
-
15
8
-
8
I D Parsons
6
-
6
12
-
12
6
-
6
R Rose
8
-
8
15
-
15
8
-
8
Total
28
-
28
55
-
55
28
-
28
7. Taxation
Unaudited
Audited
Unaudited
6 months ended
Year ended
6 months ended
31 August 2013
28 February 2013
31 August 2012
Rev.
Cap.
Total
Rev.
Cap.
Total
Rev.
Cap.
Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
(Loss)/profit on ordinary activities before tax
(59)
30
(29)
363
224
587
355
(63)
292
Corporation tax @ 20%
(12)
6
(6)
72
45
117
71
(13)
58
Effect of:
Utilisation of tax losses brought forward
-
(6)
(6)
-
(64)
(64)
20
(84)
(64)
Non taxable items
-
-
-
-
(53)
(53)
-
6
6
Unrelieved tax losses arising in the year
12
-
12
-
-
-
-
-
-
Tax charge/credit for the period
-
-
-
72
(72)
-
91
(91)
-
Capital gains and losses are exempt from corporation tax due to the Company's status as a Venture Capital Trust.
8. Loss per share
The loss per share is based on a loss from ordinary activities after tax of £29,000 and on the number of shares in issue during the period of 31,992,471.
9. Cash and cash equivalents
Cash and cash equivalents comprise deposits with HSBC Bank plc.
10. Share capital
Unaudited
Audited
Unaudited
31 August 2013
28 February 2013
31 August 2012
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
31,992,471
Par Value £'000
320
320
320
11. Net asset value per share
The calculation of net asset value per share is based on net assets of £655,000 divided by the 31,992,471 shares in issue.
12. Commitments and contingencies
The Company has no commitments or contingent liabilities.
13. Relationship with Investment Manager
During the period, TPIM received £828 which has been expensed for providing management and administrative services to the Company. At 31 August 2013 £4,462 was owing to TPIM. 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 (TPIM). The Company has also entered into a short term loan agreement with TPIM which in detailed in note 15.
14. Post balance sheet events
On 24 September 2013 the Company entered into a short term loan agreement with TPIM to borrow £20,000 to cover its general running expenses until the Company is in Members' Voluntary Liquidation. The loan was drawn down on 4 October 2013 and repaid on 8 October 2013 as the Company received a distribution of £34,944 from Beam Carrier Trading Ltd, a non qualifying investment that is in liquidation. This will cover the Company's running expenses for the short term.
15. Dividends
The following dividends have been paid:
Date paid
Pence per share
£
25 May 2012
52.40
16,764,055
21 September 2012
3.59
1,148,530
18 January 2013
4.38
1,401,270
22 February 2013
10.31
3,298,424
70.68
22,612,279
This information is provided by RNS
The company news service from the London Stock Exchange
END
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