Final Results
2006年5月5日 - 9:42PM
ＲＮＳを含む英国規制内ニュース （英語）
RNS Number:5218C
Downing Protected VCT II PLC
05 May 2006
DOWNING PROTECTED VCT II PLC
PRELIMINARY ANNOUNCEMENT OF RESULTS
FOR THE PERIOD ENDED 31 JANUARY 2006
The statement to shareholders by the Chairman, Hugh Gillespie, includes the
following comments:
Introduction
I am pleased to present the Company's first Report and Accounts and welcome the
opportunity to update Shareholders on the progress made to date.
Fundraising
Downing Protected VCT II plc ("DPII") and Downing Protected VCT III plc ("DPIII
") were launched as sister venture capital trusts in January 2005 and between
February and June 2005 raised a combined total of #20.4 million. Net proceeds of
each VCT after issue costs were #9.6 million, equivalent to 94.5p per share.
DPII and DPIII have identical Management Teams and Board members. It is
intended that the investments made by the Companies will mirror each other and,
therefore, performance is expected to be materially the same.
Net Asset Value
At 31 January 2006, the Company's Net Asset Value per share ("NAV") stood at
95.7p, a rise of 1.3p (1.3%) from the initial NAV of 94.5p. The Company's
investment strategy is to minimise risk and, consequently, the structure of
investments means that the potential upside is limited. The NAV performance
over this initial period is, therefore, considered satisfactory and in line with
the Board's expectations.
Venture capital investments
By 31 January 2006, the Company had made 6 investments at a total cost of #3.7
million.
With over 38% of the Company's funds invested (over 35% in VCT qualifying
investments), the Board is satisfied with progress made by the Investment
Manager and that the Company is comfortably on target to have 70% of the
Company's funds invested in VCT qualifying investments before the deadline of 31
January 2008.
Fixed interest investments
In line with the investment strategy, it is intended that the Company invests
approximately 25% of its funds in a portfolio of fixed interest securities.
Since the period end, yields have improved and the Company recently acquired a
portfolio of 6 corporate bonds at a total cost of #3 million.
Results and dividend
As this is the Company's first accounting period the Board has given careful
consideration to the accounting policies adopted. In view of the fact that the
Investment Manager is focussed on seeking yielding investments with limited
downside risk, the Board feels it is appropriate to charge 100% of the
Investment Management Fees as a revenue cost. This differs from the policy of
charging 25% of such fees as a revenue cost and 75% as a capital cost, which was
proposed in the Company's prospectus. The Board feels that the treatment
adopted more accurately reflects the investment management activities
undertaken.
Gross revenue for the period was #362,000 and the net revenue profit after
taxation was #124,000.
The Board is proposing to pay a dividend of 1p per share on 27 June 2006 to
shareholders on the register at the close of business on 2 June 2006.
Share repurchase
Your Board is conscious that the Company's share price is affected by the
illiquidity of its shares in the market, resulting principally from the fact
that income tax relief is not available to purchasers of second-hand shares.
The Board, therefore, monitors the market for any shares that become available
and, subject to close periods and other regulatory restrictions, will purchase
shares in the market for cancellation. It is the Board's current intention to
buy in shares at between a 5% and 10% discount to the Company's most recently
published Net Asset Value. No shares have been purchased by the Company during
the period under review.
Cancellation of share premium account
The purchase of the Company's own shares for cancellation has a negative effect
on the Company's ability to pay dividends. Therefore, in line with most VCTs,
the Company intends to seek court approval to cancel its Share Premium account
and create a distributable Special Reserve which can be utilised to buy back
shares without affecting the Company's ability to pay dividends and gives the
Company flexibilities in other areas. The Company is planning to undertake this
process in the next few months.
Annual General Meeting
The Company's first Annual General Meeting will be held at 69 Eccleston Square,
London, SW1V 1PJ at 2:00 pm on 22 June 2006.
One item of Special Business is proposed, being a resolution to authorise the
Directors to purchase up to 1,524,062 ordinary shares in the market,
representing approximately 14.99% of the current issued shares.
Outlook
The Company's initial period has been satisfactory with a significant proportion
of the Company's funds invested. The Investment Manager has reported strong
deal flow and has a number of potential investments under review.
The current year will see the Investment Manager concentrate on investing the
remainder of the funds in suitable asset-backed or similar investments in order
to take the Company above the 70% VCT qualification target. As this progresses,
the task of monitoring existing portfolio companies will become increasingly
important to ensure they remain on track and give the Company a good chance of a
successful exit in due course.
INCOME STATEMENT
For the period ended 31 January 2006
Period ended 31 January 2006
Revenue Capital Total
#'000 #'000 #'000
Income 362 - 362
Gains on "fair value through profit or loss" - - -
assets
362 - 362
Investment management fees (80) - (80)
Other expenses (115) (115)
Return on ordinary activities before tax 167 - 167
Tax on ordinary activities (43) - (43)
Return attributable to equity shareholders 124 - 124
Return per share 1.3p - 1.3p
All Revenue and Capital items in the above statement derive from continuing
operations.
STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
Period ended 31 January 2006
Revenue Capital Total
#'000 #'000 #'000
Return attributable to equity shareholders 124 - 124
Total recognised gains for the period 124 - 124
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
for the period ended 31 January 2006
Period ended
31 January 2006
#'000
Opening shareholders' funds -
Issue of shares 10,167
Share issue costs (559)
Total recognised gains for the period 124
Closing shareholders' funds 9,732
BALANCE SHEET
as at 31 January 2006
2006
#'000 #'000
Investments
"Fair value through profit or loss" assets 3,742
Current Assets
Debtors 68
Cash at bank and in hand 6,064
6,132
Creditors: amounts falling due within one year (122)
Net current assets 6,010
Net assets less current liabilities 9,752
Creditors: amounts falling due after more than one (20)
year
Net assets 9,732
Equity attributable to Equity Holders
Called up share capital 102
Share premium 9,506
Revenue reserve 124
Total Equity 9,732
Net asset value per ordinary share 95.7p
The accompanying notes are an integral part of these financial statements.
CASH FLOW STATEMENT
For the period ended 31 January 2006
Period
ended
31 Jan
2006
#'000
Net cash inflow from operating activities 178
Capital expenditure
Purchase of investments (3,742)
Net cash outflow from capital expenditure (3,742)
Net cash outflow before financing (3,564)
Financing
Proceeds from share issue 10,167
Share issue costs (559)
Proceeds from Loan Notes issue 20
Net cash inflow from financing 9,628
Increase in cash 6,064
Reconciliation of net cash flow to movement in net funds
Increase in cash during the period 6,064
Net funds at 17 January 2005 -
Net funds at 31 January 2006 6,064
The accompanying notes are an integral part of these financial statements.
NOTES:
Accounting policies
Basis of accounting
The Company has prepared its financial statements under UK Generally Accepted
Accounting Practice ("UK GAAP"). Where presentation guidance set out in the
Statement of Recommended Practice "Financial Statements of Investment Trust
Companies" revised December 2005 ("SORP") is consistent with the requirements of
UK GAAP, the Directors have sought to prepare the financial statements on a
basis compliant with the recommendations of the SORP.
The financial statements are prepared under the historical cost convention
except for the revaluation of certain financial instruments.
Presentation of Income Statement
In order to better reflect the activities of an investment trust company and in
accordance with guidance issued by the Association of Investment Trust Companies
("AITC"), supplementary information which analyses the income statement between
items of a revenue and capital nature has been presented alongside the income
statement. The net revenue is the measure the directors believe appropriate in
assessing the Company's compliance with certain requirements set out in Section
842 Income and Corporation Taxes Act 1988.
Investments
Unquoted investments are designated as "fair value through profit or loss"
assets. The Directors establish the fair value of each investment by using an
adjusted net asset valuation model, as they believe this best reflects the
nature of the underlying investments and it is calculated in accordance with the
International Private Equity and Venture Capital Valuation Guidelines. Where an
investment has been held for less than one year, unless there are any
indications to the contrary, fair value is assumed to be equal to the cost of
the investment. The unrealised depreciation or appreciation arising on the
valuation of investments and gains and losses arising on the disposal of
investments are dealt with in the capital reserve.
It is not the Company's policy to exercise significant influence over investee
companies. Therefore the results of these companies are not incorporated into
the income statement except to the extent of any income accrued. This is in
accordance with the SORP that does not require portfolio investments to be
accounted for using the equity method of accounting.
Income
Dividend income from investments is recognised when the shareholders' rights to
receive payment has been established, normally the ex dividend date.
Interest income is accrued on a timely basis, by reference to the principal
outstanding and at the effective interest rate applicable, which is the rate
that exactly discounts estimated future cash receipts through the expected life
of the financial asset to that asset's net carrying amount, and only where there
is reasonable certainty of collection.
Expenses
All expenses are accounted for on accruals basis. In respect of the analysis
between revenue and capital items presented within the income statement, all
expenses have been presented as revenue items except as follows:
* Expenses which are incidental to the disposal of an investment are
deducted from the disposal proceeds of the investment.
* Expenses are split and presented partly as capital items where a
connection with the maintenance or enhancement of the value of the investments
held can be demonstrated.
The Company has adopted a policy of charging 100% of the Investment Management
fees to the revenue account.
Deferred taxation
Deferred taxation is provided in full on timing differences that result in an
obligation at the balance sheet date to pay more tax, or a right to pay less
tax, at a future date, at rates expected to apply when they crystallise based on
current tax rates and law. Timing differences arise from the inclusion of items
of income and expenditure in taxation computations in periods different from
those in which they are included in financial statements.
Announcement based on draft accounts (unqualified audit report)
The financial information set out in the announcement does not constitute the
Company's statutory accounts for the period ended 31 January 2006. The
statutory accounts for the period ended 31 January 2006 will be finalised on the
basis of the financial information presented by the directors in this
preliminary announcement and will be delivered to the Registrar of Companies
following the Company's Annual General Meeting.
A copy of the full annual report and financial statements for the period ended
31 January 2006 will be printed and posted to shareholders. Copies will also be
available to the public at the registered office of the Company at 69 Eccleston
Square, London SW1V 1PJ.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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