TIDMBRWV
RNS Number : 8360P
Bedford Row VCT PLC
30 October 2012
For Immediate Release
30 October 2012
Bedford Row VCT plc
("The Company" or "Bedford Row")
Half Yearly Financial Report
The Company announces its unaudited interim report for the six
months ended 31 August 2012. Extracts are set out below:
Chairman's Statement - Interim management report
Overview
There has been little change in the company's position since my
last review. We continue to face a challenging future.
The company has seven remaining investments of which three
represent the largest portion of the Company's NAV and the best
upside potential:-
1. Snacktime plc, is quoted on AIM. In September 2010 the
company acquired its largest competitor, Vendia, which doubled the
size of the company. Regrettably, the combined effect of higher
input prices together with a stalling economy where consumers faced
high inflation and low or nil wage inflation, resulted in the
company missing its profits forecasts and a resultant decline in
the share price. Since then the CEO has resigned and a new
executive Chairman has been appointed to turn the company
around.
2. M2FX plc has continued to raise substantial funds from its
large investor and is starting to see fast growth now that cash is
not the 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. The company expects to achieve
significant revenue growth in 2012 and to grow strongly in
2013.
3. Rainbow Rewards Holdings Ltd continues to raise further
investment capital, and to sign Letters of Intent with major card
issuers. The company is still progressing its intention to seek a
stock market listing when investor sentiment improves.
I am pleased to remind you that none of these three companies
has any connection with our former manager.
The outcome of all these changes has been a reduction in the
Company's NAV to 2.8p per share, excluding the 7p per share
dividend for the six months to 31 August 2012.
The Company continues to be more than 87.6 % invested in
qualifying stocks and has met the other qualifying tests set by
HMRC.
Risk and uncertainties
Under the Disclosure and Transparency Directive, the Board is
now required in the Company's half year results, to report on
principal risks and uncertainties facing the Company over the
remainder of the financial year.
The Board has concluded that the key risks facing the Company
over the remainder of the 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 and, after an investment is made,
close monitoring of the business. In respect of (ii), the Company
seeks to hold a diversified portfolio. However, the Company's
ability to manage the risk is quite limited, primarily due to the
restrictions arising from the VCT regulations.
The Company's compliance with the VCT regulations is continually
monitored by the Company Secretary, who reports regularly to the
Board on the current position. The Company also retains James
Cowper, 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 cause for serious concern. Its
performance depends on three investments, none of which has
immediate prospects of exit.
Whilst the Board continues to keep costs to the absolute
minimum. There are fixed costs relating to our listing on the
London Stock Exchange that cannot be reduced. The current plan is
to cease to be listed once the minimum period for complying with
VCT rules has elapsed for all issued shares. This will not happen
until late in 2013.
To achieve this, we have managed to sell some shares in Rainbow
Rewards. However, it is not certain the plan can be achieved.
Richard Hargreaves, Chairman
29 October 2012
Bedford Row VCT plc
Investment Portfolio at 31 August 2012
Security Cost Valuation % of
GBP GBP Net assets
Quoted investments 181,761 33,334 44.83
Unquoted investments 462,506 253,599 341.03
644,267 286,933 385.86
Net Current liabilities (212,570) (212,570) (285.86)
431,697 74,363 100.00
========== ========== ===========
AIM/PLUS Listed Investments
Snacktime plc 175,236 33,017 44.40
Vicorp Group plc 1,445 12 0.02
Weather Lottery plc 5,080 305 0.41
181,761 33,334 44.83
========== ========== ===========
Unquoted Investments
Match Me Now Holdings plc (formerly
Dateline Holdings plc) 150,900 - -
M2FX plc 258,295 194,728 261.86
Rainbow Rewards Holdings Limited 53,311 58,871 79.17
462,506 253,599 341.03
========== ========== ===========
Bedford Row VCT plc
Income Statement for the 6 months ended 31 August 2012
6 months ended Year ended 6 months ended
31-Aug-12 29-Feb-12 31-Aug-11
GBP'000 GBP'000 GBP'000
Realised losses on fair value
of investments (74) (2) -
Unrealised losses on fair
value of investments (16) (94) (34)
Other income - - -
Investment Manager fees (23) (45) (23)
Other expenses (30) (62) (31)
Loss on ordinary activities
before tax (143) (203) (88)
Tax charge on ordinary activities - - -
Loss on ordinary activities
after tax (143) (203) (88)
--------------- ----------- ---------------
Return per share (5.46p) (7.74p) (3.35p)
--------------- ----------- ---------------
Historic Profit / (Loss)
Note
Loss for the year (143) (203) (88)
Unrealised loss / (gain)
on fair value of investments 16 94 34
Realisation of prior year's
unrealised (losses) / gains 11 (96) -
Historical cost (loss) /
profit before tax (116) (205) (54)
Tax charge on ordinary activities - - -
Historical cost (loss) /
profit after tax (116) (205) (54)
--------------- ----------- ---------------
Reconciliation of movements in shareholders' funds for the 6
months ended 31 August 2012
6 months ended Year ended 6 months ended
31-Aug-12 29-Feb-12 31-Aug-11
GBP'000 GBP'000 GBP'000
Shareholders' funds at 1
March 2012 217 420 420
Total losses recognised in
the period (143) (203) (88)
Shareholders' funds at 31
August 2012 74 217 332
--------------- ----------- ---------------
Bedford Row VCT plc
Balance Sheet as at 31 August 2012
31-Aug-12 29-Feb-12 31-Aug-11
GBP'000 GBP'000 GBP'000
Fixed asset investments 286 426 489
---------- ---------- ----------
Current assets
Debtors 7 1 6
Cash and cash equivalents 30 - 2
37 1 8
Current Liabilities
Creditors (249) (210) (165)
---------- ---------- ----------
Net current assets (212) (209) (157)
---------- ---------- ----------
Net assets 74 217 332
========== ========== ==========
Called up equity share capital 262 262 262
Capital redemption reserve 48 48 48
Special distributable reserve 1,492 1,492 1,492
Revaluation reserve (359) (332) (343)
Revenue reserve (1,369) (1,253) (1,127)
Total equity shareholders'
funds 74 217 332
========== ========== ==========
Net Assets per share 2.84p 8.30p 12.69p
========== ========== ==========
Bedford Row VCT plc
Cash Flow Statement for the 6 months ended 31 August 2012
6 months ended Year ended 6 months ended
31-Aug-12 29-Feb-12 31-Aug-11
GBP'000 GBP'000 GBP'000
Net cash inflow from operating
activities
Return on ordinary activities
before tax (143) (203) (88)
Adjusted for:
Realised gains on investment
disposals 74 2 -
Unrealised losses on investments 16 94 34
Decrease (increase) in debtors (6) - (5)
(Decrease) / increase in
creditors 39 83 38
Net cash generated from operating
activities (20) (24) (21)
--------------- ----------- ---------------
Taxation
Corporation tax paid - - -
--------------- ----------- ---------------
Cash flows from investing
activities
Purchases of investments - (16) (16)
Sales proceeds of investments 50 33 32
Net cash generated from investing
activities 50 17 16
--------------- ----------- ---------------
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 30 (7) (5)
=============== =========== ===============
Reconciliation of net cash flow to movements
in cash and cash equivalents
Net increase in cash and
cash equivalents 30 (7) (5)
Cash and cash equivalents
at 1 March 2012 - 7 7
Cash and cash equivalents
at 31 August 2012 30 - 2
=============== =========== ===============
Bedford Row VCT plc
Notes to the accounts for the six months ended 31 August
2012
1. The unaudited interim results cover the six months to 31
August 2012 and have been drawn up in accordance with the
Accounting Standard Board's (ASB) Statement on Half-yearly
Financial Reports (July 2007) and adopting the accounting policies
set out in the statutory accounts for the year ended 29 February
2012 which were prepared under UK GAAP and in accordance with the
Statement of Recommended Practice for investment companies issued
by the Association of Investment Trust Companies in 2009.
2. The financial information set out in this report has not been
audited and does not comprise full financial statements within the
meaning of Section 434 of the Companies Act 2006. Statutory
accounts for the year ended 29 February 2012, which were
unqualified, have been lodged with the Registrar of Companies. No
statutory accounts in respect of any period after 29 February 2012
have been reported on by the Company's auditors or delivered to the
Registrar of Companies.
3. Copies of the Interim Report to Shareholders have been sent
to shareholders and are available at the Company's Registered
Office: 7(th) Floor, 52-54 Gracechurch Street, London EC3V 0EH.
4. During the period under review, the Company did not issue any
new Ordinary Shares of 10 pence each.
5 The revenue return per share is based on loss from ordinary
activities after tax of GBP142,755 and on 2,615,781 ordinary shares
of 10p each and being the weighted average number of shares in
issue during the period. The net assets per share is based on total
net assets of GBP74,363 and 2,615,781 ordinary shares of 10p each
in issue at the period end.
6. Related party transactions
There are no related party transactions that have materially
affected the financial position or performance of the company
during the period and there have not been any changes to the
related part transactions described in the statutory accounts to 29
February 2012 that could do so.
Responsibility statement of the Directors in respect of the
half-yearly financial report
We confirm to the best of our knowledge:
-- the condensed set of financial statements have been prepared
in accordance with the Statement Half-yearly financial reports
issued by the UK Accounting Standards Board;
-- the interim management report includes a fair review of the information required by:
o DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of the important events that have occurred during the
first six months of the financial year and their impact on the
condensed set of financial statements; and a description of the
principal risks and uncertainties for the remaining six months of
the year; and
o DTR 4.2.8R of the Disclosure and Transparency Rules, being
related party transactions that have taken place in the first six
months of the current financial year and that may have materially
effected the financial position or performance of the entity during
that period; and any changes in the related party transactions
described in the last annual report that could do so.
By Order of the Board
Graham Urquhart FCIS
Secretary
29 October 2012
Enquiries : Graham Urquhart, FCIS, Company Secretary Tel: 020 3216 2000
Roland Cornish, Beaumont Cornish Limited Tel: 020 7628 3396.
This information is provided by RNS
The company news service from the London Stock Exchange
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