REG - Unicorn AIM VCT PLC - Final Results <Origin Href="QuoteRef">UAVP.L</Origin> - Part 2
24/11/2017 12:10
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this policy and has a long established track record of
successfully supporting early stage businesses.
Realisations
Disposals totalling £19.5 million were made in the financial year to 30
September 2017. Two AIM-listed companies (Pinewood Group and Hayward Tyler)
were sold to trade buyers in the period realising net proceeds of £2.8 million
and a capital gain of £0.9 million. A number of other partial disposals in
qualifying holdings together with full and partial disposals in non-qualifying
investments were also made. These transactions generated total proceeds of
£16.7 million and an aggregate capital profit of £5.6 million.
Prospects
The financial year to 30 September 2017 proved to be another period of steady
progress for your Company. The portfolio currently consists of 90 investments
in individual companies, of which 72 are VCT qualifying. These businesses
operate across a wide range of sectors; most are profitable and in sound
financial health, while many of them have rapidly expanding international
operations.
Clearly, the UK will continue to face considerable economic and political
challenges, especially related to the ongoing BREXIT negotiations. Despite
this increasingly uncertain backdrop, we believe that the Company is well
placed to deliver further progress in the current financial year. The existing
portfolio represents a solid platform from which to build and, with
considerable cash resources now available for further investment, the longer
term outlook is also promising.
Chris Hutchinson
Unicorn Asset Management Limited
24 November 2017
EXTRACT FROM DIRECTORS' REPORT
Share Capital
At the year-end there were 107,581,106 (2016: 92,075,311) Ordinary shares of
1p each in issue, none of which are held in Treasury. The issues and buybacks
of the Company's shares during the year are shown in note 13 on page 56 of the
Annual Report. Subsequent to the year end, the Company has issued 11,827,331
shares and bought back 164,200 shares. At the date of this announcement the
Company therefore had 119,244,237 shares in issue. All shares are listed on
the main market of the London Stock Exchange.
Going concern
After due consideration, the Directors believe that the Company has adequate
resources for the foreseeable future and that it is appropriate to apply the
going concern basis in preparing the financial statements. As at 30 September
2017, the Company held cash balances of £18.1 million. The majority of the
Company's investment portfolio remains invested in fully listed and AIM quoted
equities which may be realised, subject to the need for the Company to
maintain its VCT status. Cash flow projections covering a period of at least
twelve months from the date of approving the financial statements have been
reviewed and show that the Company has sufficient funds to meet both
contracted expenditure and any discretionary cash outflows from buybacks and
dividends. The Company has no borrowings in place and is therefore not exposed
to any gearing covenants.
The full Annual Report and Accounts contains the following statement regarding
responsibility for the financial statements.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report 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 have elected to prepare the
Company's Financial Statements in accordance with United Kingdom Generally
Accepted Accounting Practice ("UK GAAP') (United Kingdom Accounting Standards
and applicable law). 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 of the Company and of the profit or loss for 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 judgements and accounting estimates that are reasonable and
prudent;
- state whether they have been prepared in accordance with UK GAAP
subject to any material departures disclosed and explained in the Financial
Statements; and
- prepare a Director's Report, a Strategic Report and Director's
Remuneration Report which comply with the requirements of the Companies Act
2006.
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. The Directors are responsible for ensuring
that the Annual Report and accounts, taken as a whole, are fair, balanced, and
understandable and provides the information necessary for Shareholders to
assess the Company's position and performance, business model and strategy.
Website publication
The Directors are responsible for ensuring the Annual Report and the Financial
Statements are made available on a website. Financial Statements are published
on the Company's website in accordance with legislation in the United Kingdom
governing the preparation and dissemination of Financial Statements, which may
vary from legislation in other jurisdictions. The maintenance and integrity of
the Company's website is the responsibility of the Directors. The Directors'
responsibility also extends to the ongoing integrity of the Financial
Statements contained therein.
Directors' responsibilities pursuant to DTR4
The Directors confirm to the best of their knowledge:
• The Financial Statements have been prepared in accordance with UK GAAP and
give a true and fair view of the assets, liabilities, financial position and
profit of the Company.
• The Annual Report includes a fair review of the development and performance
of the business and the financial position of the Company, together with a
description of the principal risks and uncertainties that it faces.
For and on behalf of the Board
Peter Dicks
Chairman
24 November 2017
NON-STATUTORY ACCOUNTS
The financial information set out below does not constitute the Company's
statutory accounts for the years ended 30 September 2017 or 30 September
2016 but is derived from those accounts. Statutory accounts for the year ended
30 September 2016 have been delivered to the Registrar of Companies and
statutory accounts for the year ended 30 September 2017 will be
delivered to the Registrar of Companies in due course. The Auditor has
reported on those accounts; their reports were (i) unqualified, (ii) did not
include a reference to any matters to which the Auditor drew attention by way
of emphasis without qualifying their report and (iii) did not contain a
statement under Section 498 (2) or (3) of the Companies Act 2006. The text of
the Auditor's reports can be found in the Company's full Annual Report and
Accounts at www.unicornaimvct.co.uk.
PRIMARY FINANCIAL STATEMENTS
Income Statement
for the year ended 30 September 2017
Year ended Year ended
30 September 2017 30 September 2016
Notes Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Net unrealised gains on investments - 9,823 9,823 - 9,365 9,365
Net gains on realisation of investments - 1,653 1,653 - 819 819
Income 2 3,115 - 3,115 2,360 - 2,360
Investment management fees 3 (750) (2,252) (3,002) (651) (1,953) (2,604)
Other expenses (655) - (655) (631) - (631)
Profit on ordinary activities before taxation 1,710 9,224 10,934 1,078 8,231 9,309
Tax on profit on ordinary activities - - - - - -
Profit on ordinary activities after taxation for the financial year 1,710 9,224 10,934 1,078 8,231 9,309
Basic and diluted earnings per share:
Ordinary Shares 5 1.75p 9.44p 11.19p 1.22p 9.34p 10.56p
All revenue and capital items in the above statement derive from continuing
operations of the Company.
The total column of this statement is the Statement of Total Comprehensive
Income of the Company prepared in accordance with applicable Financial
Reporting Standards ("FRS"). The supplementary revenue return and capital
return columns are prepared in accordance with the Statement of Recommended
Practice issued in November 2014 by the Association of Investment Companies
("AIC SORP").
Other than revaluation movements arising on investments held at fair value
through the Income Statement, there were no differences between the profit as
stated above and at historical cost.
The notes below form part of these financial statements.
Statement of Financial Position
as at 30 September 2017
30 September 2017 30 September 2016
Notes £'000 £'000 £'000 £'000
Non-current assets
Investments at fair value 157,471 144,282
Current assets
Debtors 416 422
Cash at bank and in hand 18,093 3,298
18,509 3,720
Creditors: amounts falling due within one year (474) (259)
Net current assets 18,035 3,461
Net assets 175,506 147,743
Capital
Called up share capital 1,076 921
Capital redemption reserve 77 53
Share premium account 87,090 58,394
Capital reserve 65,784 58,323
Special reserve 13,736 21,756
Profit and loss account 7,743 8,296
Equity Shareholders' funds 175,506 147,743
Net asset value per share :
Ordinary shares 6 163.14p 160.46p
The financial statements were approved and authorised for issue by the Board
of Directors on 24 November 2017 and were signed on their behalf by:
Peter Dicks
Chairman
The notes below form part of these financial statements.
Statement of Changes in Equity
for the year ended 30 September 2017
Called up share capital Capital redemption reserve Share premium account Unrealised capital reserve Special reserve* Profit and loss account* Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 October 2016 921 53 58,394 58,323 21,756 8,296 147,743
Shares repurchased for cancellation and cancelled (24) 24 - - (3,309) - (3,309)
Shares issued under Offers for Subscription 179 - 29,386 - - - 29,565
Expenses of shares issued under Offers for Subscription - - (690) - - - (690)
Transfer to special reserve - - - - (4,711) 4,711 -
Gains on disposal of investments (net of transaction costs) - - - - - 1,653 1,653
Realisation of previously unrealised valuation movements - - - (4,742) - 4,742 -
Permanent diminution realised - - - 2,380 - (2,380) -
Net increases in unrealised valuations in the year - - - 9,823 - - 9,823
Dividends paid - - - - - (8,737) (8,737)
Investment Management fee charged to capital - - - - - (2,252) (2,252)
Revenue return for the year - - - - - 1,710 1,710
At 30 September 2017 1,076 77 87,090 65,784 13,736 7,743 175,506
Called up share capital Capital redemption reserve Share premium account Unrealised capital reserve Special reserve* Profit and loss account* Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 October 2015 801 37 37,206 49,322 27,927 9,323 124,616
Shares repurchased for cancellation and cancelled (16) 16 - - (2,206) - (2,206)
Shares issued under Offer for Subscription 65 - 9,934 - - - 9,999
Expenses of shares issued under Offer for Subscription - - (181) - - - (181)
Shares issued as part of the Rensburg Merger 71 - 11,435 - - - 11,506
Unclaimed dividends released by Rensburg - - - - - 131 131
Transfer to special reserve - - - - (3,965) 3,965 -
Gains on disposal of investments (net of transaction costs) - - - - - 819 819
Realisation of previously unrealised valuation movements - - - (364) - 364 -
Net increases in unrealised valuations in the year - - - 9,365 - - 9,365
Dividends paid - - - - - (5,431) (5,431)
Investment Management fee charged to capital - - - - - (1,953) (1,953)
Revenue return for the year - - - - - 1,078 1,078
At 30 September 2016 921 53 58,394 58,323 21,756 8,296 147,743
* The special reserve and profit and loss account are distributable to
Shareholders.
The notes form part of these financial statements.
Statement of Cash Flows
for the year ended 30 September 2017
30 September 2017 30 September 2016
Notes £'000 £'000 £'000 £'000
Operating activities
Investment income received 3,091 2,226
Investment management fees paid (2,987) (2,604)
Other cash payments (729) (686)
Net cash outflow from operating activities (625) (1,064)
Investing activities
Rensburg unclaimed dividends and other income - 147
Rensburg liquidation costs + (8) -
Purchase of investments (21,090) (13,370)
Sale of investments 19,496 13,450
Decrease in current investments - 1
Net cash (outflow)/inflow from investing activities (1,602) 228
Net cash outflow before financing (2,227) (836)
Financing
Dividends paid 4 (8,737) (5,431)
Shares issued under Offers for Subscription (net of transaction costs) 29,068 9,818
Shares repurchased for cancellation (3,309) (2,206)
Net cash inflow from financing 17,022 2,181
Net increase in cash and cash equivalents 14,795 1,345
Cash and cash equivalents at 30 September 2016 3,298 1,953
Cash and cash equivalents at 30 September 2017 18,093 3,298
+ As stated in last year's Annual Report, Rensburg AIM VCT merged with the
Company on 11 January 2016. Rensburg has now been placed into voluntary
liquidation.
The notes below form part of these financial statements.
Notes to the Financial Statements
for the year ended 30 September 2017
1 Accounting policies
A summary of the principal accounting policies, all of which have been applied
consistently throughout the year, is set out on pages 48 and 49 of the Annual
Report.
a) Basis of accounting
The Financial Statements have been prepared under FRS 102 and the SORP issued
by the Association of Investment Companies in November 2014.
The financial statements have been prepared on a going concern basis under the
historical cost convention, except for the measurement at fair value of
investments designated as fair value through profit and loss.
As a result of the Directors' decision to distribute capital profits by way of
a dividend, the Company revoked its investment company status as defined under
section 266(3) of the Companies Act 1985, on 17 August 2004.
2 Income
2017 2016
£'000 £'000
Income from investments:
- from equities 2,727 2,007
- from loan stocks 242 226
- from money-market funds and Unicorn managed OEICs (including reinvested dividends) 146 127
Total income 3,115 2,360
Total income comprises:
Dividends 2,873 2,134
Interest 242 226
3,115 2,360
Income from investments comprises:
Listed UK securities 817 315
Unlisted UK securities (AIM and unquoted companies) 2,298 2,045
3,115 2,360
3 Investment Manager's fees
2017 2016
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Unicorn Asset Management Limited 750 2,252 3,002 651 1,953 2,604
Unicorn Asset Management Limited ("UAML") receives an annual management fee of
2% of the net asset value of the Company, excluding the value of the
investments in the OEICs, which are also managed by UAML. The annual
management fee charged to the Company is calculated and payable quarterly in
advance. In the year ended 30 September 2017, UAML also earned fees
of £54,000 (2016: £56,000), being OEIC management fees calculated on the value
of the Company's holdings in each OEIC on a daily basis. This management fee
is 0.75% per annum of the OEIC value for each of Unicorn UK Smaller Companies
OEIC, Unicorn UK Growth OEIC (formerly Unicorn Free Spirit OEIC), Unicorn
Mastertrust OEIC and Unicorn UK Ethical Fund OEIC.
The management fee will be subject to repayment to the extent that there is an
excess of the annual costs of the Company incurred in the ordinary course of
business over 3.6% of the closing net assets of the Company at the year end.
There was no excess of expenses for 2016/17 or the prior year.
Under an Amended Incentive Agreement with UAML dated 12 April 2010, the
Investment Manager was entitled to a performance incentive fee of 20% of any
cash distributions (by dividend or otherwise) paid to Shareholders in excess
of 6 pence per Ordinary share paid in any accounting period - "the target
return" and subject to the maintenance of a net asset value ("NAV") per share
of 125 pence or more, as calculated in the Annual Report and accounts for the
year relating to such payments. No incentive fee was payable for the year
ended 30 September 2016 and then on 17 July 2017 the Company announced that
UAML had agreed to waive its entitlement to future possible performance
incentive fees. The Incentive Agreement was therefore terminated.
4 Dividends
2017 2016
£'000 £'000
Amounts recognised as distributions to equity holders in the year:
Interim capital dividend of 2.5 pence (2016: nil) per share for the year ended 30 September 2017 paid on 11 August 2017 2,499 -
Interim income dividend of 0.5 pence (2016: nil) per share for the year ended 30 September 2017 paid on 11 August 2017 500 -
Final capital dividend of 5.25 pence (2016: 5.25 pence) per share for the year ended 30 September 2016 paid on 3 February 2017 4,820 4,562
Final income dividend of 1.0 pence (2016: 1.0 pence) per share for the year ended 30 September 2016 paid on 3 February 2017 918* 869
8,737 5,431
Any proposed final dividend is subject to approval by Shareholders at the
Annual General Meeting and has not been included as a liability in these
financial statements.
* The amount actually paid in dividends for 2016 differs from that shown in
last year's Annual Report as 265,734 were bought back between 1 October 2016
and the record date of 13 January 2017.
Set out below are the total income dividends payable in respect of the 2016/17
financial year, which is the basis on which the requirements of Section 274 of
the Income Tax Act 2007 are considered.
2017 2016
£'000 £'000
Revenue available for distribution by way of dividends for the year 1,710 1,078
Interim income dividend paid of 0.5 pence (2016: nil) 500 -
Proposed final income dividend of 1.0 pence (2016: 1.0 pence) for the year ended 30 September 2017 1,192+ 919
+Based on 119,244,237 shares in issue at the date of this announcement.
5 Basic and diluted earnings and return per share
2017 2016
£'000 £'000
Total earnings after taxation: 10,934 9,309
Basic and diluted earnings per share (Note a) 11.19p 10.56p
Net revenue from ordinary activities after taxation 1,710 1,078
Revenue earnings per share (Note b) 1.75p 1.22p
Total capital return 9,224 8,231
Capital earnings per share (Note c) 9.44p 9.34p
Weighted average number of shares in issue in the year 97,674,986 88,133,530
Notes
a) Basic and diluted earnings per share is total earnings after taxation
divided by the weighted average number of shares in issue.
b) Revenue earnings per share is net revenue after taxation divided by the
weighted average number of shares in issue.
c) Capital earnings per share is total capital return divided by the weighted
average number of shares in issue.
There are no instruments in place that will increase the number of shares in
issue in future. Accordingly, the above figures currently represent both
basic and diluted returns.
6 Net asset value
2017 2016
£'000 £'000
Net Assets 175,506 147,743
Number of shares in issue 107,581,106 92,075,311
Net asset value per share 163.14p 160.46p
7 Post balance sheet events
On 11 October 2017, the Company issued 3,351,644 Ordinary shares of 1p each at
a price range of between 166.4 pence and 172.6 pence. Proceeds raised amounted
to £5.5 million after costs.
On 13 October 2017, the Company purchased 164,200 Ordinary shares of 1p each,
representing approximately 0.15% of the issued share capital, for cancellation
at a total cost of £233,500 equivalent to 142.2 pence per share.
On 7 November 2017, the Company issued 4,703,731 Ordinary shares of 1p each at
a price range of between 167.9 pence and 174.1 pence. Proceeds raised amounted
to £7.7 million after costs.
On 21 November 2017, the Company issued 3,771,956 Ordinary shares of 1p each
at a price range of between 166.3 pence and 169.8 pence. Proceeds raised
amounted to £6.2 million after costs.
8 Shareholder information
Dividend
The Directors have proposed a final dividend of 3.5 pence per share. Subject
to Shareholder approval the dividend will be paid on 2 February 2018 to
Shareholders on the Register on 12 January 2018.
Shareholders who wish to have dividends paid directly into their bank account
rather than sent by cheque to their registered address can complete a mandate
for this purpose. Mandates can be obtained by telephoning the Company's
Registrars, Link Asset Services on +44 (0)371 664 0324, or by writing to them
at Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3
4TU or register on the Portal at https://www.signalshares.com or e-mailing
them at VCTS@linkgroup.co.uk.
9 Statutory information
These are not full accounts in terms of section 434 of the Companies Act 2006.
The Annual Report for the year to 30 September 2017 will be sent to
Shareholders shortly and will then be available for inspection at Suite 8,
Bridge House, Courtenay Street, Newton Abbot TQ12 2QS, the registered office
of the Company. Copies of the Annual Report will shortly be available on the
Company's website, www.unicornaimvct.co.uk. Statutory accounts will be
delivered to the Registrar of Companies after the Annual General Meeting. The
audited accounts for the year ended 30 September 2017 contain an unqualified
audit report.
10 Annual General Meeting
The Annual General Meeting of the Company will be held at 11.30 am on
Thursday, 11 January 2018 at The Great Chamber, The Charterhouse, Suttons
Hospital, Charterhouse Square, London EC1M 6AN.
11 National Storage Mechanism
A copy of the 2017 Annual Report and Accounts will be submitted shortly to the
National Storage Mechanism ("NSM") and will be available for inspection at the
NSM, which is situated at: www.morningstar.co.uk/uk/NSM.
Contact details for further enquiries:
Chris Hutchinson of Unicorn Asset Management Limited (the Investment Manager),
on 020 7253 0889.
Jon Carslake at ISCA Administration Services Limited (the Company Secretary)
on 01392 487056 or by e-mail on unicornaim vct@iscaadmin.co.uk
DISCLAIMER
Neither the contents of the Company's website nor the contents of any website
accessible from hyperlinks on the Company's website (or any other website) is
incorporated into, or forms part of, this announcement.
This information is provided by RNS
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