TIDMBRWV
RNS Number : 9339I
Bedford Row VCT PLC
22 June 2011
FOR IMMEDIATE RELEASE 22 June 2011
Bedford Row VCT plc
Audited Results Announcement
for the year ended 28 February 2011 and Notice of AGM
The directors of Bedford Row VCT plc are pleased to announce
their audited results for the year ended 28 February 2011.
Copies of the full Report and Accounts and the Notice of the AGM
will be dispatched to the Shareholders.
Chairman's Statement
Overview
The year under review has been a steadier one than the previous
year but we are still faced with some serious issues to
resolve.
The company started the year with eight investments. Of these
eight investments I am pleased to report the top three by value
received further funding from third party investors which validates
the original investment rationales. These three companies now
represent 93.86% of the Company's NAV and represent the best upside
potential for investors:-
1. Snacktime plc, is quoted on AIM and the company has benefited
from the acquisition of its largest competitor. Whilst its own
performance is very good, its share price continues to languish due
to its small capitalisation. We look to the major investor to find
ways to resolve this problem.
2. M2FX plc has raised substantial funds from a large investor
and looks poised for fast growth now that cash is not a
constraining factor. The price of new money is less per share than
our previous holding value but the plan is to build a big and
valuable company.
3. Rainbow Rewards Holdings Ltd has continued to raise
significant sums albeit at lower prices than our previous holding
value. It has announced its intention to seek a stock market
listing this year. Whilst these plans are well advanced there is no
guarantee that the planned timetable will be achieved.
I am pleased to remind you that none of these three companies
has any connection with our former manager.
During the year, Aquario first went into administration and was
subsequently dissolved, making a total of 9 companies now being
dissolved in the investment portfolio. This compares with the
previous year when there were five companies dissolved, two in
administration and one in liquidation.
The outcome of all these changes has been a reduction in the
Company's NAV to 16.04p per share, excluding the 7p per share
dividend for the year ended 28 February 2007.
The Company continues to be more than 70% invested in qualifying
stocks and has met the other qualifying tests set by HMRC.
We continue to implement the cost savings announced in the 2009
Interim Report with effect from 1st October 2009. Investment
management, directors' and administrator's fees are being accrued
while preserving the limited cash in the company and no such fees
have been paid since 30th September 2009. This will continue to be
the case for the indefinite future.
Risk and uncertainties
Under the Disclosure and Transparency Directive, the Board is
required to report on principal risks and uncertainties facing the
Company for the forthcoming financial year.
The Board believes the key risks facing the Company during the
current financial period are as follows:
i. Investment risk associated with investing in small and
immature businesses;
ii. Investment risk arising from volatile stock market
conditions and their potential effect on investment valuation;
and
iii. Failure to maintain approval as a VCT.
In the case of (i) the Board is satisfied with the Company's
approach. It follows a rigorous process in vetting and careful
structuring of new investments followed by close monitoring of the
business. We are pleased that each of the three important
investments is making solid progress.
In respect of (ii), the Company's ability to hold a diversified
portfolio is very restricted due to its tight cash position and the
illiquidity of its current investments.
As for (iii), the Company's compliance with the VCT regulations
is continually monitored by the Company Secretary, who reports
regularly to the Board. The Company also retains James Cowper LLP,
Chartered Accountants, to provide regular reviews and advice in
this area. The Board considers that this approach reduces the risk
of a breach of the VCT regulations to a minimal level.
Outlook
The Company's future remains unpredictable. Its performance
depends on three investments, each of which has great promise but
no immediate prospect of exit and changes in their valuation are
outside the control of the Manager and the Board.
The Board continues to review all costs incurred by the Company
and keep these to the absolute minimum but there are fixed costs
relating to a company listed on the London Stock Exchange that
cannot be reduced. We have a pressing cash problem caused by our
inability to avoid the fixed costs of this namely audit, our
broker, the FSA and the UKLA, none of whom will allow fees to
accrue. We could cease to be listed and avoid these fees were it
not for the small amount of money raised from shareholders in 2008
which will not have passed the minimum period for complying with
VCT rules until 2013. There is a significant risk we cannot reach
that date unless we can sell some of the shares we hold at
unattractive valuations or Rainbow Rewards does achieve its plan
for a stock market listing later this year. We are working on this
issue but there is no easy solution.
Despite the Company's difficulties, caused by its dependence on
small young companies and the inadequacy of its former manager,
your Board is determined to find the best solution for
shareholders. There are some promising companies remaining in the
portfolio and the Board will work closely with the Manager to
realise value from these in due course.
R L Hargreaves
Chairman
20 June 2011
Bedford Row VCT plc
Investment Manager's Report for the year ended 28 February
2011
Introduction
Elderstreet Investments Limited presents the Investment
Manager's Report for the year ended 28 February 2011 for Bedford
Row VCT plc.
Activity
Elderstreet has now been Investment Manager since December 2008
when we identified six early stage investments in the portfolio
which could achieve future growth subject to further funding. Three
companies remain with good potential. These are M2FX plc, Rainbow
Rewards Holdings Limited, and Snacktime plc. All three of these
companies have attracted external capital from third parties since
December 2008. Within the year regrettably Dateline failed to close
its funding round and is struggling to survive, and we have
provided a full provision against cost. Click Now which was being
managed for cash has been sold to The Weather Lottery plc for
shares.
The two remaining portfolio companies, Consolidated Asset
Management Holdings plc, and Vicorp Group plc have both been
restructured and carry de-minimis valuations.
Brief descriptions of the current investments with value
follow.
Rainbow Rewards Holdings Limited Cost GBP166,447 Valuation
GBP179,317
Rainbow Rewards Holdings Limited is a provider of cash rewards
to credit card holders for loyalty to merchants who are members of
the system. The key to the reward system is that once a credit card
is registered discounts will automatically be credited to the user.
A portion of the discount which the merchant gives goes into local
advertising and promotion of Rainbow Rewards merchants and the user
receives his discounts by way of cash transfers directly into their
bank account. The current focus of operations is in America,
however the product is applicable globally. The key to success is
the signing of blocks of cards from credit and debit card issuers.
The company has signed a national agreement with Affinity Solutions
to roll out 10 million cards using its system. The company is still
in discussions to IPO on a global stock exchange,
Snacktime plc Cost GBP175,236 Valuation GBP132,067
Snacktime plc is one of the UK's largest operators of snack and
chilled drink vending machines. The Group has many thousands of
sites located throughout UK mainland and both Northern and the
Republic of Ireland, which are serviced by its five main depots
located in Cumbernauld (near Glasgow), Manchester, Alcester,
Wokingham, and Belfast. Each main depot is responsible through a
team of area managers, merchandisers and engineers for installing,
maintaining and restocking all of the Group's vending machines. The
company floated on AIM in December 2008 at GBP1.44p per share.
During 2010 the company acquired another competitor, Vendia UK
group which will double the size of the business. The brokers
forecast sales of GBP16 million and EBITDA of around GBP2.8 million
for the year ending March 2011.
M2FX plc Cost GBP258,295 Valuation GBP194,728
Miniflex designs and manufactures patented plastic tubing that
protects optical fibre from damage. Its core product is the Optical
Fibre Protection Tube ("OFPT") which is sold to the telecoms,
aerospace and automotive industries. Unlike normal smooth plastic
tubing, OFPT has a higher resistance to kinking when bent. The
focus of sales is to America where a number of contracts have been
signed with telco distributors. In 2010 the company attracted third
party capital from a wealthy family office who have an option to
invest up to GBP5 million in future rounds. As a result of the
funding round the company now has the planned adequate funding to
grow substantially.
Bedford Row VCT plc
Investment Manager's Report for the year ended 28 February
2011
The Weather Lottery plc Cost GBP5,080 Valuation GBP14,225
Shares in the Weather Lottery were acquired by selling Click Now
to the business. The Weather Lottery is listed on AIM, and is
registered with the Gambling Commission as a Lottery Manager. For
the year ended July 2010 the company reported turnover of GBP1.2
million and a pre-tax loss of GBP77,000. In August 2010 the company
launched a new initiative in the football market called
www.fcbetz.com. FCbetz has been chosen as the partner to Coventry
City FC, Derby County FC, Sheffield Wednesday FC and Leicester City
FC.
SUSD Asset Management (Holdings) plc Cost GBP74,260 Valuation
GBP2,539
The original investment was made into Arc Fund Management an Aim
quoted financial services company. Following a company restructure
the Board subsequently changed the Company's name to Consolidated
Asset Management (Holdings) plc, and in November 2008 entered into
a subscription agreement with Mayfair Limited, a company controlled
by Lord Ashcroft, to raise additional investment. Mayfair now holds
a 76% stake in the company, and recently declared it would change
the name of the company to SUSD Asset Mangement (Holdings) plc.
Vicorp Group plc Cost GBP26,445 Valuation GBP591
Vicorp has developed software tools that enable large
organisations to create and manage interactive voice services for
consumers. In January 2009 the directors released a profits warning
and delisted from AIM. The Directors have now refocused the
business around its existing contracts and the CEO announced in
January 2010 that "The company has posted a profit for the last
three quarters of calendar year 2009 and looks set to maintain
profit growth in 2010".
Outlook
The Company still operates with very limited investment capital
and realistically cannot invest further in the portfolio unless an
exit from another portfolio company is realised. The future
performance of the Company is reliant on Snacktime, Rainbow Rewards
and M2FX.
William Horlick
Elderstreet Investments Limited
20 June 2011
Bedford Row VCT plc
Statement of Directors' Responsibilities
Statement of Directors' Responsibilities in respect of the
Annual Report and the Financial Statements
Company law in the United Kingdom requires the Directors to
prepare financial statements for each financial year which give a
true and fair view of the state of affairs of the Company and of
the profit or loss for that period. In preparing those financial
statements, the Directors are required to:
-- select suitable accounting policies and then apply them
consistently;
-- make judgements and estimates that are reasonable and
prudent;
-- state whether applicable accounting standards 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 proper accounting
records which disclose with reasonable accuracy at any time the
financial position of the Company and to 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.
Under applicable law and regulations, the Directors are also
responsible for preparing a directors' report, directors'
remuneration report and corporate governance statement that comply
with that law and those regulations.
Responsibility statement of the Directors in respect of the
annual financial report
We confirm that to the best of our 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 Directors' Report includes a fair review of the
development and performance of the business and position of the
issuer together with a description of the principal risks and
uncertainties they face.
Approved by the Board on 20 June 2011
and signed on behalf of the Board by
Graham K Urquhart
Company Secretary
Bedford Row VCT plc
Profit & Loss Account for the year ended 28 February
2011
Note 2011 2010
GBP'000 GBP'000
Realised loss on fair value
of investments 8 (71) (1)
Unrealised losses on fair
value of investments 8 (79) (260)
Other income 2 1 -
Investment Manager fees 3 (45) (45)
Other expenses 4 (68) (61)
Loss on ordinary activities
before tax (262) (367)
Tax charge on ordinary
activities 6 - -
Loss on ordinary activities
after tax (262) (367)
--------- ---------
Return per share 7 (10.03p) (14.02p)
--------- ---------
Historic Profit / (Loss)
Note
Loss for the year (262) (367)
Unrealised losses on fair value
of investments 79 260
Realisation of prior year's
unrealised (losses) / gains (700) 465
Historical cost (loss)
/ profit before tax (883) 358
Tax charge on ordinary
activities - -
Historical cost (loss)
/ profit after tax (883) 358
--------- ---------
There were no other recognised gains or losses other than the
results for the year as disclosed above. Accordingly a statement of
total recognised gains and losses is not required.
The Company has only one class of business and derives its
income from investments made in shares and securities and from bank
and money market funds.
Reconciliation of movements in shareholders' funds for the year
ended 28 February 2011
2011 2010
GBP'000 GBP'000
Shareholders' funds at 1
Mar 2010
Ordinary shares 682 805
Former C shares converted to ordinary
shares 244
1,049
Total losses recognised
in the period (262) (367)
Shareholders' funds at 28
February 2011 420 682
-------- --------
The accompanying notes are an integral part of the financial
statements.
Bedford Row VCT plc
Balance Sheet as at 28 February 2011
Note 2011 2010
GBP'000 GBP'000
Fixed asset investments 8 539 720
-------- --------
Current assets
Debtors 9 1 1
Cash and cash equivalents 7 3
8 4
Current Liabilities
Creditors 10 (127) (42)
-------- --------
Net current assets (119) (38)
-------- --------
Net assets 420 682
======== ========
Called up equity share capital 11 262 262
Capital redemption reserve 12 48 48
Special distributable reserve 12 1,492 1,492
Revaluation reserve 12 (334) (955)
Revenue reserve 12 (1,048) (165)
Total equity shareholders'
funds 420 682
======== ========
Net Assets per share 16.04p 26.07p
======== ========
The financial statements were approved by the Board and
authorised for issue on 20 June 2011 and are signed on their behalf
by:
Richard Hargreaves
Director
The accompanying notes are an integral part of the financial
statements.
Bedford Row VCT plc
Cash flow statement for the year ended 28 February 2011
2011 2010
GBP'000 GBP'000
Net cash inflow from operating
activities
Return on ordinary activities
before tax (262) (367)
Adjusted for:
Realised losses on investment
disposals 71 1
Unrealised losses on investments 79 260
Decrease (increase) in debtors - 11
(Decrease) / increase in
creditors 85 15
Net cash generated from
operating activities (27) (80)
-------- --------
Taxation
Corporation tax paid - -
-------- --------
Cash flows from investing
activities
Purchases of investments (35) -
Sales proceeds of investments 66 79
Net cash generated from
investing activities 31 79
-------- --------
Equity Dividend - -
-------- --------
Cash flows from financing
activities
Issue of own shares - -
Share issue expenses - -
Net cash generated from
financing activities - -
-------- --------
Net (decrease) / increase
in cash and cash equivalents 4 (1)
======== ========
Reconciliation of net cash flow to movements
in cash and cash equivalents
Net increase in cash and
cash equivalents 4 (1)
Cash and cash equivalents
at 1 Mar 2010 3 4
Cash and cash equivalents
at 28 February 2011 7 3
======== ========
The accompanying notes are an integral part of the financial
statements.
Bedford Row VCT plc
Notes to the financial statements for the year ended 28 February
2011
1. Principal accounting policies
Basis of accounting
The financial statements have been prepared under the historical
cost convention, modified to include the revaluation of
investments. The financial statements have been prepared in
accordance with applicable accounting standards and with the
Statement of Recommended Practice: Financial Statements of
Investment Trust companies and Venture Capital Trusts issued in
2009. The principal accounting policies of the Company are set out
below.
Investments
Investments are classified as at fair value through the profit
and loss account. Financial assets designated as at fair value
through profit and loss account are measured at subsequent
reporting dates at fair value. Investments in AIM-listed companies
are stated at bid prices discounted where necessary to reflect lack
of liquidity.
Unlisted investments are fair valued by the Directors in
accordance with the International Private Equity and Venture
Capital Valuation Guidelines. The Directors' policy in valuing
unlisted investments is as follows:
a) investments which have been made within the last twelve
months are valued at cost, except where a company's under
performance against plan indicates a diminution in the value of the
investment a provision against cost is made as appropriate in bands
of 25%.
b) where a company is in the early stage of development, it will
normally continue to be held at cost on the basis described
above.
c) where a company is well established and profitable the shares
may be valued by applying a suitable price earnings ratio to the
company's historic post tax earnings. The ratio used is based on a
comparable listed company or sector but discounted by 25-50% to
reflect marketability.
d) where a value is indicated by a material arms length
transaction by a third party in the shares of a company.
Where securities are designated upon initial recognition as fair
value through profit and loss, gains and losses arising from
changes in fair value are included in net profit or loss for the
period as a capital item. Transaction costs on acquisition are
included within the original recognition and the profit or loss on
disposal is calculated net of transaction costs of disposal.
Income
Investment income includes income tax withheld at source.
Dividend income is shown net of any related tax credit.
Dividends receivable are brought into account on the ex-dividend
date. Fixed returns on 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 an accruals basis. Expenses
are charged wholly to revenue with the exception of:
a) expenses incidental to the acquisition or disposal of an
investment, which are included within the cost of the investment or
deducted from the disposal proceeds as appropriate, and;
b) the investment management fee, which has been charged 25% to
the revenue account and 75% to the realised capital reserve 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.
Bedford Row VCT plc
Notes to the financial statements for the year ended 28 February
2011
1. Principal accounting policies(continued)
Foreign currency transactions
Foreign currency transactions are translated into sterling at
the rate ruling on the date of the transaction. In the case of
investment purchases these are subsequently shown at fair value,
which is calculated by converting the foreign currency fair value
to sterling at the exchange rate ruling on the balance sheet date.
The gain or loss is transferred to capital reserve as unrealised
gain or loss on investment unless the effect of the exchange rate
movement is considered material in which case it is shown as a
separate item.
Taxation
Corporation tax payable is provided on taxable profits at the
current rate. The tax effect of different items of income/gain and
expenditure/loss is allocated between capital and revenue on the
same basis as the particular item to which it relates, using the
Company's effective rate of tax for the accounting period.
Deferred tax is recognised, without discounting, in respect of
all timing differences between the treatment of certain items for
taxation and accounting purposes, which have arisen but not
reversed by the balance sheet date, except otherwise required by
FRS 19. Due to the Company's status as a Venture Capital Trust and
the intention to continue meeting the conditions required to obtain
approval in the foreseeable future, the Company has not provided
any deferred tax on any capital gains arising on the revaluation of
investments.
Revaluation reserve
The following unrealised gains and losses are included in
revaluation reserve:
a) increases and decreases in the valuation of investments held
at the year end;
b) unrealised exchange differences of a capital nature;
c) unrealised gains and losses on transactions undertaken to
hedge an exposure of a capital nature.
Realised gains and losses are included in profit and loss
account and a transfer is made from revaluation reserve to profit
and loss account of unrealised gains and losses included in
revaluation reserve in previous years.
Earnings per share
Earnings per share is calculated by dividing the profits or
losses attributable to ordinary shareholders by the weighted
average number of shares in issue during the year.
2. Bank and Other Interest
2011 2010
GBP'000 GBP'000
Interest receivable on bank - -
balances and money market securities
Income from Gilts 1 -
1 -
-------- --------
Bedford Row VCT plc
Notes to the financial statements for the year ended 28 February
2011
3. Management fees
2011 2010
GBP'000 GBP'000
Investment management fee 45 45
-------- --------
Under the terms of an Investment Management Agreement dated 12
February 2009, Elderstreet is paid an annual fee of GBP45,000, paid
quarterly in advance from 1(st) December 2008 and is entitled to a
performance- related fee payable in the issue of new shares up to a
total of 5% of the enlarged issued share capital of the Company at
that time.
4. Other expenses
2011 2010
GBP'000 GBP'000
Auditors remuneration
Audit services 7 8
Other services supplied pursuant
to legislation 6 -
Directors' Remuneration 19 19
Other expenses 36 34
68 61
-------- --------
Information on directors' remuneration is given in the
directors' remuneration report on page 9. The directors consider
that the auditors were best placed to provide the non-audit
services detailed above. The Audit Committee reviews the nature and
extent of non-audit services to ensure that independence is
maintained. All figures include irrecoverable VAT, where
applicable. The Company is not registered for VAT.
5. Directors' Remuneration
2011 2010
GBP'000 GBP'000
R Hargreaves (Chairman) 7 7
K T Morley 6 6
R Wilson 6 6
19 19
-------- --------
None of the Directors received any other remuneration or benefit
during the year. The Company has no employees other than
non-executive Directors. The average number of non-executive
Directors in the period was 3.
Bedford Row VCT plc
Notes to the financial statements for the year ended 28 February
2011
6. Tax on ordinary activities
2011 2010
GBP'000 GBP'000
Return on ordinary activities
before tax (262) (367)
-------- --------
Revenue return on ordinary
activities multiplied by standard
rate of corporation tax of
21% (55) (77)
Less tax on non chargeable
items (32) (55)
-------- --------
Tax on losses carried forward
for use in future years 87 132
Tax charge shown in accounts - -
-------- --------
Due to the Company's status as a Venture Capital Trust and the
intention to continue meeting the conditions required to obtain
approval in the foreseeable future, the Company has not provided
any deferred tax on any capital gains arising onthe revaluation of
investments.
7. Return per share
The return per share is based on the loss from ordinary
activities after tax of GBP262,000 (2010: GBP367,000) and on
2,615,781 ordinary shares (2010: 2,615,781), being the weighted
average number of shares in issue during the period.
There are no potentially dilutive capital instruments in issue
and, therefore, no diluted return per share figures are
relevant.
8. Fixed asset investments
2011 2010
--------- --------
Ordinary
Shares Total
GBP'000 GBP'000
Quoted on AIM 147 203
Unquoted 376 469
Gilts 16 48
539 720
--------- --------
Bedford Row VCT plc
Notes to the financial statements for the year ended 28 February
2011
8. Fixed asset investments (continued)
Movements during the period are summarised as follows:-
AIM Unquoted Gilts Total
GBP'000 GBP'000 GBP'000 GBP'000
Valuation at 1 Mar 2010 203 469 48 720
Purchases at cost 5 - 35 40
Expenses incurred in acquiring
investments - - - -
Disposal proceeds - (5) (66) (71)
Expenses incurred in disposing
of investments - - - -
Realised gains / (losses)
on disposals - (70) (1) (71)
Net increase / (decrease)
in unrealised appreciation (61) (18) - (79)
Valuation at 28 February 2011 147 376 16 539
-------- --------- -------- --------
Book cost at 28 February 2011 207 650 16 873
Unrealised appreciation /
(loss) at 28 February 2011 (60) (274) - (334)
147 376 16 539
-------- --------- -------- --------
9. Debtors
2011 2010
GBP'000 GBP'000
Debtors - -
Prepayments and accrued income 1 1
1 1
-------- --------
10. Creditors
2011 2010
GBP'000 GBP'000
Trade Creditors 22 -
Accrued Expenses 105 42
127 42
-------- --------
11. Share capital
2011 2010
GBP'000 GBP'000
Allotted and fully paid up
2,615,781 ordinary shares of
10p 262 262
-------- --------
The capital of the Company is managed in accordance with its
investment policy, in pursuit of its investment objective, both of
which are detailed in the Directors' Report.
Bedford Row VCT plc
Notes to the financial statements for the year ended 28 February
2011
11. Share capital (continued)
Substantial shareholder's interests
No. of
ordinary % interest
Gareth Clark 103,000 3.9
Dartington Nominees Limited 103,000 3.9
12. Reserves
Capital Special
Redemption Distributable Revaluation Revenue
Reserve Reserve reserve reserve
GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1 March 2009 - 1,492 (1,160) 407
Conversion of "C" Shares 48 - - -
Return on activities
after tax - - (260) (107)
Transfer from
revaluation reserve on
disposals - - 465 (465)
Balance at 28 February
2010 48 1,492 (955) (165)
Return on activities
after tax - - (79) (183)
Transfer from
revaluation reserve on
disposals - - 700 (700)
Balance at 28 February
2011 48 1,492 (334) (1,048)
----------- -------------- ------------ --------
13. Dividends
2011 2010
GBP'000 GBP'000
Dividends proposed after the - -
balance sheet date
Dividends declared in the year - -
but not yet paid
Dividends paid in year - -
- -
-------- --------
14. Net asset value per share
The calculation of net asset value per share as at 28 February
2011 is based on net assets of GBP420,000 (2010: GBP682,000)
divided by the 2,615,781 ordinary shares (2010: 2,615,781)in issue
at that date.
Bedford Row VCT plc
Notes to the financial statements for the year ended 28 February
2011
15. Financial instruments
The Company's financial instruments comprise securities and
other investments, cash balances and debtors and creditors that
arise directly from its operations.
The main risks the Company faces from its financial instruments
are market price risk, being the risk that the value of investment
holdings will fluctuate as a result of changes in market prices
caused by factors other than interest rates; interest rate risk;
foreign currency risk and liquidity risk.
Market price risk
The Company's investment portfolio is exposed to market price
fluctuations which are monitored by the Investment Manager in
pursuance of the investment objective. Further information on the
investment portfolio is set out in the Investment Manager's report,
which is not subject to audit.
- 35% (2010:30%) by value of the Company's net assets comprises
equity securities quoted on AIM or PLUS. A 5% increase in the bid
price of these securities as at 28 February would have increased
net assets and the total return for the year by GBP7,350 (2010:
GBP10,200); a corresponding fall would have reduced net assets and
the total return for the year by the same amount.
- 90% (2010:69%) by value of the company's net assets comprises
investments in unquoted companies held at fair value. The valuation
methods used by the company include the application of a
price/earnings ratio derived from listed companies with similar
characteristics, and consequently the value of the unquoted element
of the portfolio can be indirectly affected by price movements on
the London Stock Exchange. A 5% overall increase in the valuation
of the unquoted investments at 28 February 2011 would have
increased net assets and the total return for the year by GBP18,800
(2010: GBP23,450); an equivalent change in the opposite direction
would have reduced net assets and the total return for the year by
the same amount.
Interest rate risk
The interest rate risk profile of financial assets at the
balance sheet date was as follows:
2011 2010
------------------------------- -------------------------------
Non Non
Fixed Floating interest Fixed Floating interest
interest rate bearing interest rate bearing
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Quoted on
AIM /
PLUS - - 147 - - 203
Unquoted - - 376 - - 469
Gilts 16 - - 48 - -
Cash - 7 - - 3 -
16 7 523 48 3 672
--------- --------- --------- --------- --------- ---------
The non-interest bearing assets represent the equity element of
the portfolio. The interest rate which determines the interest
received on cash balances is dependant on the base rate of the
banks with which the deposits are held. The gilts mature in 2016
and the interest rate is 4.00%.
Credit Risk
Credit risk is the risk that a counterparty to a financial
instrument will fail to discharge an obligation and commitment that
it has entered into with the company. The investment manager and
the board carry out a regular review of counterparty risk. The
carrying values of financial assets represent the maximum credit
risk exposure at the balance sheet date.
Bedford Row VCT plc
Notes to the financial statements for the year ended 28 February
2011
15. Financial instruments (continued)
Credit Risk (continued)
Credit risk relating to listed fixed-interest investments is
mitigated by investing in a portfolio in investments of high credit
quality, comprising securities issued by the UK Government,
European Union governments and major UK and international companies
and institutions. Credit risk relating to loans to and preference
shares in unquoted companies is considered to be part of market
risk.
The assets of the company which are traded on recognised stock
exchanges are held on the company's behalf by third party
custodians (Smith and Williamson Investment Management Limited in
the case of listed fixed-interest investments and Woodside
Secretaries Limited in the case of quoted and unquoted equity
securities). Bankruptcy or insolvency of a custodian could cause
the company's rights with respect to securities held by the
custodian to be delayed or limited.
Credit risk arising on transactions with brokers relates to
transactions in quoted securities awaiting settlement. Risk
relating to unsettled transactions is considered to be low due to
the short settlement period involved and the high credit quality of
the brokers used. The board further mitigates the risk by
monitoring the quality of service provided by the brokers.
The company's interest-bearing deposit accounts are maintained
with major UK clearing banks.
There were no significant concentrations of credit risk to
counterparties at 28 February 2011. No individual investment
exceeded 15% of the company's net assets at 28 February 2011 (2009:
nil).
Foreign currency risk
The Company's investment portfolio is exposed to foreign
currency exchange rate fluctuations which are monitored by the
Investment Manager in pursuance of the investment objective.
Further information on the investment portfolio is set out in the
Investment Manager's report, which is not subject to audit. At the
year end GBP179,317 (2010: GBP180,455) of the investment portfolio
is denominated in US$. The balance of the portfolio is denominated
in sterling.
Liquidity risk
Due to the nature, unquoted investments may not be readily
realisable and therefore a portfolio of quoted assets and cash is
held to offset this liquidity risk.
16. Related party transactions
Directors' and Officers' shareholdings as at 28 February
2011:
Person Registered Holder No. of Shares
Richard Lawrence Hargreaves Self 51,500
Kevin Thomas Morley Self nil
Robert Wilson Self nil
There have been no changes in these interests since the year
end.
17. Post balance sheet events
There have been no significant post balance sheet events.
BEDFORD ROW VCT PLC
(registered in England and Wales with registered no:
5323692)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVENthat the fifth Annual General Meeting of
Bedford Row VCT PLC (the "Company") will be held at the offices of
Elderstreet Investments Limited, 32 Bedford Row, London WC1R 4HE,
at 11.00 a.m. on Wednesday, 20(th) July 2011, at which the
following resolutions will be proposed, in the case of resolutions
1 to 5 as ordinary resolutions and in the case of resolutions 6 and
7 as special resolutions:
ORDINARY RESOLUTIONS
As Ordinary Business:-
1. To receive the report of the directors and the financial
statements of the Company for the year ended 28 February 2011.
2. To receive the directors' remuneration report;
3. To re-elect Robert Wilson who retires by rotation in
accordance with the Company's Articles of Association and who,
being eligible, offers himself for re-election.
4. To re-appoint James Cowper LLP as auditors of the Company to
hold office until the conclusion of the next general meeting at
which accounts are laid before the Company and that their
remuneration be fixed by the directors.
As Special Business:-
ORDINARY RESOLUTION
5. THAT the Directors be and are hereby generally and
unconditionally authorised in accordance with section 551 of the
Companies Act 2006 (and in substitution for any existing general
authority to allot relevant securities granted by the Company) to
allot relevant securities (within the meaning of section 551 of
that Act) of the Company up to an aggregate nominal amount equal to
GBP26,157, provided that this authority shall expire on the date of
the Annual General Meeting of the Company to be held in 2011
(unless and to the extent that such authority is renewed or
extended prior to such date) but so that the Company may before the
expiry of such period make an offer or agreement which would or
might require relevant securities to be allotted after the expiry
of such period and the Directors may allot relevant securities
pursuant to such an offer or agreement as if the authority
conferred hereby had not expired.
SPECIAL RESOLUTIONS
6. THAT the Directors be and are hereby empowered pursuant to
section 571(1) of the Companies Act 2006 to allot equity securities
(within the meaning of section 560 (1) of that Act) of the Company
for cash pursuant to the general authority conferred on the
Directors pursuant to resolution no. 5 above as if section 561(1)
of that Act did not apply to any such allotment and to sell
relevant shares (within the meaning of section 560(2) of that Act)
if, immediately before the sale, such shares are held by the
Company as treasury shares (as defined in that Act) ("treasury
shares") for cash as if section 89(1) of that Act did not apply to
such sale, provided that this power shall be limited to
theallotment of equity securities and the sale of treasury
shares:-
(a) in connection with or pursuant to an offer by way of rights
to the holders of Ordinary Shares and other persons entitled to
participate therein in proportion (as nearly as may be) to their
respective holdings of Ordinary Shares (or, as appropriate, the
number of Ordinary Shares which such other persons are for those
purposes deemed to hold), subject only to such exclusions or other
arrangements as the Directors may consider necessary or expedient
to deal with fractional entitlements or legal or practical problems
under the laws of any territory or the regulations or requirements
of any regulatory body or any stock exchange in any territory;
(b) (other than pursuant to sub-paragraph 6(a) above) up to an
aggregate nominal amount of GBP;
and such power shall expire on the date of the Annual General
Meeting of the Company to be held in 2011, but so that the Company
may before such expiry make an offer or agreement which would or
might require equity securities to be allotted or treasury shares
to be sold (as the case may be)after such expiry and the Directors
may allot equity securities in pursuance of such offer or agreement
as if the power conferred hereby had not expired. This power shall
be in substitution for any previous general powers granted in this
regard by the Company.
7. "THAT the company be and is hereby generally and
unconditionally authorised to make market purchases (within the
meaning of Section 693(4) of the Act) of ordinary shares of 10p
each in the company ("ordinary shares") provided that:
(a) the maximum number of ordinary shares so authorised to be
purchased shall not exceed 14.99% of the present issued Ordinary
share capital of the company;
(b) the minimum price which may be paid for an ordinary share
shall be 10p;
(c) the maximum price, exclusive of expenses, which may be paid
for an ordinary share is an amount equal to 105 per cent of the
average of the middle market quotations for an ordinary share taken
from the London Stock Exchange Daily Official List for the five
business days immediately preceding the day on which the ordinary
share is contracted to be purchased;
(d) the authority conferred comes to an end at the conclusion of
the next annual general meeting of the company or upon the expiry
of 15 months from the passing of this resolution, whichever is the
later; and
(e) that the company may enter into a contract to purchase its
ordinary shares under this authority prior to the expiry of this
authority which would or might be completed wholly or partly after
the expiry of this authority."
Registered Office: By Order of the Board
4th Floor
150-152 Fenchurch Street
London Graham KUrquhart FCIS
Secretary
Dated: 20(th) June 2011
Notes:
1. A member entitled to attend and vote at the above meeting
convened by this notice is entitled to appoint one or more proxies
to attend, speak and vote and, on a poll, to vote instead of him or
her. A proxy need not be a member of the Company but must attend
the Meeting to represent you. Details of how to appoint the
Chairman of the Meeting or another person as your proxy using the
Form of Proxy are set out in the notes to the Form of Proxy.
Completion and return of a form of proxy will not prevent a member
from attending and voting in person if he or she so wishes.
2. You may appoint more than one proxy provided each proxy is
appointed to exercise rights attached to different shares. You may
appoint more than one proxy to exercise rights attached to any one
share. To appoint more than one proxy please contact Neville
Registrars Limited on 0121 353 1131 (calls cost 10p per minute plus
network charge) or you may photocopy the Form of Proxy.
3. A Form of Proxy is enclosed. To be effective, the Form of
Proxy, together with any power of attorney or other written
authority under which it is signed, or a notarially certified copy
or a certified copy in accordance with the Powers of Attorney Act
1971 of such power or written authority must be completed signed
and to be valid the proxy must be duly executed and deposited with
the Company at the offices of the Company's registrars, Neville
Registrars Limited, 18 Laurel Lane, Halesowen, West Midlands B63
3DA.
4. Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001 to be entitled to attend and vote at the meeting
(and for the purposes of the determination by the Company of the
number of votes they may cast), members must be entered on the
Company's register of members by 11.00 a.m. on Monday, 18(th) July
2010 or, in the event that the meeting is adjourned, on the
Register of Members of the Company not less than 48 hours before
the time of any adjourned meeting, and only such members shall be
entitled to attend and vote at the meeting in respect of the number
of shares registered in their name at that time. Changes to entries
on the Register of Members after 11.00 a.m. on Monday, 18(th) July
2010 or, in the event that the meeting is adjourned, not less than
48 hours before the time of any adjourned meeting, shall be
disregarded in determining the rights of any person to attend and
vote at the meeting.
5. In the case of joint holders, the vote of the senior who
tenders a vote, whether in person or by proxy, will be accepted to
the exclusion of the votes of any other joint holders. For these
purposes, seniority shall be determined by the order in which the
names stand in the register of members in respect of the joint
holding.
6. To change your proxy instructions simply submit a new proxy
appointment using the methods set out above. Note that the cut-off
time for receipt of proxy appointments (see above) also apply in
relation to amended instructions; any amended proxy appointment
received after the relevant cut-off time will be disregarded. Where
you have appointed a proxy and would like to change the
instructions using another hard-copy proxy form, please contact
Neville Registrars. If you submit more than one valid proxy
appointment, the appointment received last before the latest time
for the receipt of proxies will take precedence.
7. In order to revoke a proxy instruction you will need to
inform the Company using one of the following method: By sending a
signed hard copy notice clearly stating your intention to revoke
your proxy appointment to Neville Registrars Limited, 18 Laurel
Lane, Halesowen, West Midlands B63 3DA. In the case of a member
which is a company, the revocation notice must be executed under
its common seal or signed on its behalf by an officer of the
company or an attorney for the company. Any power of attorney or
any other authority under which the revocation notice is signed (or
a duly certified copy of such power or authority) must be included
with the revocation notice. In either case, the revocation notice
must be received by Neville Registrars no later than 11.00 a.m. on
Monday, 18(th) July 2010. If you attempt to revoke your proxy
appointment but the revocation is received after the time specified
then, subject to the paragraph directly below, your proxy
appointment will remain valid.
8. CREST members who wish to appoint a proxy or proxies through
CREST electronic proxy appointment service may do so for the
meeting and any adjournment(s) of it by using the procedures
described in the CREST Manual. CREST personal members, sponsored
CREST Members and CREST Members who have appointed a voting service
provider(s) should refer to their CREST sponsor or voting service
provider(s) who will be able to take the appropriate action for
them.
9. Copies of the following documents will be available for
inspection at the registered office of the Company during normal
business hours on any weekday (Saturdays and public holidays
excepted) from the date of this document until the close of the
Annual General Meeting, and at the place of the Annual General
Meeting for at least 15 minutes prior to and during the
Meeting:-
(a) the service contracts and appointment letters of all the
Directors of the Company; and
(b) the articles of association of the Company with the proposed
amendments.
Accounts
The financial information set out in this preliminary
announcement does not constitute statutory accounts as defined in
the Companies Act 2006 ("the Act"). The balance sheet as at 28
February 2010, income statement and cash flow statement for the
period then ended have been extracted from the Company's 2010
statutory financial statements upon which the auditor's opinion is
unqualified and does not include any statement under the section
495 of the Act.
The Annual Report & Accounts for the year ended 28 February
2010 will be filed with the Registrar of Companies and will be
posted to shareholders today.
Copies of the documents listed below will be submitted to the
National Storage Mechanism and will be available for inspection in
the UK Listing Authority's Document Viewing Facility which is
situated at:
The Financial Services Authority
25 The North Colonnade, Canary Wharf
London E14 5HS
Documents:
-- Report and Accounts for the year ended 28 February 2010
-- Notice of Annual General Meeting
-- Annual General meeting Proxy Card
Enquiries: Graham Urquhart, FCIS, Company Secretary on 020 3216
2000
Roland Cornish and Felicity Geidt, Beaumont Cornish Limited
on 020 7628 3396.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR ZLLFLFQFEBBL
Bedford Row (LSE:BRWV)
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Bedford Row (LSE:BRWV)
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