Half-yearly report
2007年9月28日 - 2:16AM
ＲＮＳを含む英国規制内ニュース （英語）
Half-yearly report
Downing Protected VCT II plc
Interim Statement for the six months ended 31 July 2007
SHAREHOLDER INFORMATION
Performance summary
Downing Protected Downing Protected
VCT II plc VCT III plc
31 Jul 31 Jan 31 Jul 31 Jul 31 Jan 31 Jul
2007 2007 2006 2007 2007 2006
pence pence pence pence pence pence
Net asset value per share 95.4 95.8 95.3 95.4 95.8 95.3
Cumulative distributions 2.5 1.0 1.0 2.5 1.0 1.0
per share
Total return per share 97.9 96.8 96.3 97.9 96.8 96.3
Dividend History
Year end Date Paid Pence per share
Final 2006 27 June 2006 1.0
Final 2007 13 July 2007 1.5
2.5
CHAIRMAN'S STATEMENT
Your Company has continued to make satisfactory progress throughout
the six month period ended 31 July 2007.
Venture capital investments
One new qualifying investment was made during the period. �1 million
was invested in Hoole Hall Country Club and Spa Limited. The company
has acquired the Hoole Hall hotel near Chester and is undertaking an
extensive renovation to add conferencing, banqueting and spa
facilities to the site.
The Company also made three non-VCT qualifying investments during the
period. Investments totalling �1.6 million were made in Green
Mountain Contractors Limited, Vermont Developments Limited and
Sanguine Hospitality Limited. Each of these businesses has
experienced management teams who are well-known to the Investment
Manager and gives the Company opportunities to enhance the yield on
its non-qualifying funds with negligible risk.
One further portfolio development is that Honeycombe Pubs VCT Limited
is expected to repay part of its loan stock in the near future. As a
result, this element of the investment is now being treated as
non-VCT qualifying.
At 31 July 2007, the Company had a portfolio which includes 8 VCT
qualifying investments with a total cost of �5.9 million, producing a
VCT qualifying percentage of 61%. The Investment Manager has two
further investments earmarked for the Company which will ensure that
the 70% target is met before the deadline of 31 January 2008.
The underlying businesses of each of the investments have continued
to perform to plan throughout the period and the Board has concluded
that no adjustments to the valuations are required, with each
investment being held at cost.
Fixed income securities portfolio
During the period the Company disposed of three corporate bonds
raising approximately �1.5 million, which was used to make the
non-VCT qualifying investments mentioned above.
Net Asset Value and Results
At 31 July 2007, the Net Asset Value per Ordinary Share ("NAV") stood
at 95.4p, an increase of 1.1p since the previous year end of 31
January 2007 (after adjusting for the 1.5p dividend paid during the
period). Total Return (NAV plus cumulative dividends since launch)
now stands at 97.9p per share.
The profit on ordinary activities after taxation for the period was
�105,000, comprising a revenue profit of �116,000 and a capital loss
of �11,000.
Share repurchase
The Company operates a policy, subject to certain restrictions, of
buying any shares that become available in the market. No shares
were purchased in the period under review.
Risk and uncertainties
The Board has reviewed the principal risks and uncertainties facing
the Company over the remainder of the financial period and concluded
that the key risks are:
* investment risk associated with investing in small and immature
businesses; and
* failure to maintain approval as a VCT.
In both cases the Board is satisfied with the Company's approach to
these risks. The strategy of, where possible, taking charges over
assets to secure its investments helps to limit any potential losses
which could arise from the failure of an investee business.
The Company continually monitors its compliance with the VCT
regulations and retains PricewaterhouseCoopers to provide regular
reviews and advice in this area. By the end of the current financial
year, the Company must comply with the 70% Test. The Board is
satisfied with the Investment Manager's plans for achieving this in a
timely manner, with one potential investment progressing that is
expected to complete shortly and another potential investment which
can be used as a contingency to ensure that the 70% Test is met
before the deadline.
Outlook
The Manager's focus is now starting to shift towards possible
investment exits which may allow the Company to make a significant
distribution to Shareholders in the summer of 2008 in line with the
strategy outlined in the Company's prospectus. I hope to be in a
position to provide further details of the exit plans with the
results for the year ended 31 January 2008.
Hugh Gillespie
Chairman
27 September 2007
INCOME STATEMENT
for the six months ended 31 July 2007
Six months ended
31 July 2007
Revenue Capital Total
�'000 �'000 �'000
Income 285 - 285
Net loss on investments - (11) (11)
285 (11) 274
Investment management fees (49) - (49)
Other expenses (70) - (70)
Return on ordinary activities 166 (11) 155
before taxation
Taxation (50) - (50)
Return attributable to equity 116 (11) 105
shareholders
Return per Ordinary share 1.1p (0.1p) 1.0p
Six months ended Year ended
31 July 2006 31 Jan 2007
Revenue Capital Total Total
�'000 �'000 �'000 �'000
Income 232 - 232 480
Net loss on investments - (28) (28) (68)
232 (28) 204 412
Investment management fees (48) - (48) (97)
Other expenses (67) - (67) (131)
Return on ordinary activities 117 (28) 89 184
before taxation
Taxation (32) - (32) (71)
Return attributable to equity 85 (28) 57 113
shareholders
Return per Ordinary share 0.8p (0.3)p 0.5p 1.1p
A Statement of Total Recognised Gains and Losses has not been
prepared as all gains/losses are recognised in the Income Statement
as noted above.
UNAUDITED SUMMARISED BALANCE SHEET
as at 31 July 2007
31 Jul 31 Jul 31 Jan
2007 2006 2007
�'000 �'000 �'000
Investments
Venture capital investments 7,918 5,591 5,870
Fixed interest investments 1,370 2,930 2,882
Net current assets 407 1,165 986
Creditors: amounts falling due after more (20) (20) (20)
than one year
Net assets 9,675 9,666 9,718
Capital and reserves
Called up share capital 101 101 101
Capital redemption reserve 1 1 1
Special reserve 9,506 - 9,502
Share premium - 9,506 -
Revenue reserve 146 86 182
Capital reserve - unrealised (49) (28) (75)
Capital reserve - realised (30) - 7
Total equity 9,675 9,666 9,718
Net asset value per Ordinary share 95.4p 95.3p 95.8p
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
31 Jul 31 Jul 31 Jan
2007 2006 2007
�'000 �'000 �'000
Opening shareholders' funds 9,718 9,732 9,732
Repurchase of own shares 4 (21) (25)
Total recognised gains for the period 105 57 113
Distributions paid in period (152) (102) (102)
Closing shareholders' funds 9,675 9,666 9,718
UNAUDITED CASH FLOW STATEMENT
for the six months ended 31 July 2007
31 Jul 31 Jul 31 Jan
2007 2006 2007
Note �'000 �'000 �'000
Cash inflow/(outflow) from
operating activities and returns on 1
investments 78 (2) 227
Taxation
Corporation tax paid - - (43)
Capital expenditure
Purchase of investments (2,555) (4,807) (6,435)
Proceeds from sale of investment 2,007 - 1,357
Net cash outflow from capital (548) (4,807) (5,078)
expenditure
Equity dividends paid (152) (102) (102)
Net cash outflow before financing (622) (4,911) (4,996)
Financing
Purchase of own shares 4 (21) (25)
Net cash inflow/(outflow) from 4 (21) (25)
financing
Decrease in cash 2 (618) (4,932) (5,021)
Notes to the cash flow statement:
1.Cash inflow from operating activities
and
returns on investments
Net revenue before taxation 166 117 252
Increase in other debtors (22) (111) (45)
Increase/(decrease) in other (66) (8) 20
creditors
Net cash inflow/(outflow) from 78 (2) 227
operating activities
2. Analysis of net funds
Beginning of period 1,043 6,064 6,064
Net cash outflow (618) (4,932) (5,021)
End of period 425 1,132 1,043
SUMMARY OF INVESTMENT PORTFOLIO
as at 31 July 2007
Movement
in the
Cost Valuation % of portfolio period
Venture capital investments �'000 �'000 by value �'000
VCT qualifying
Cymbal Contracting Limited 1,000 1,000 10.3% -
Ebury Contracting Limited 1,000 1,000 10.3% -
Ebury Contracting (South 1,000 1,000 10.3% -
East) Limited
Hoole Hall Country Club and 1,000 1,000 10.3% -
Spa Limited
Nu Nu plc 1,000 1,000 10.3% -
Honeycombe Pubs VCT plc* 650 650 6.7% -
Chapel Contractors Limited 460 460 4.7% -
Downing Office Villages 252 252 2.6% -
Contractor Ltd
6,362 6,362 65.5% -
Non VCT Qualifying
Vermont Developments Ltd 500 500 5.1% -
Green Mountain 430 430 4.4% -
Constructions Ltd
Heyford Homes (Thornton 376 376 3.9% -
Hall) Ltd
Sanguine Hospitality Ltd 250 250 2.6% -
1,556 1,556 16.0% -
Listed fixed income (49)
securities 1,418 1,370 14.1%
Total 9,336 9,288 95.6% (49)
Cash at bank and in hand 425 4.4%
Total Investments 9,713 100.0%
* Part of investment is non-VCT qualifying
SUMMARY OF INVESTMENT MOVEMENTS
for the six months ended 31 July 2007
Additions
�'000
VCT Qualifying investments
Hoole Hall Country Club and Spa Ltd 1,000
Non VCT Qualifying investments
Vermont Developments Ltd 875
Green Mountain Contractors Ltd 430
Sanguine Hospitality Ltd 250
2,555
Disposals
Gain/ Profit/
Cost Proceeds (loss) (loss)
�'000 �'000 �'000 �'000
Non VCT Qualifying investments
Heyford Homes (Weldon) Ltd 132 131 - -
Vermont Developments Ltd 375 375 - -
506 506 - -
Listed fixed income securities
American Express 18/08/09 511 498 (13) 2
Countrywide Financial 15/12/08 509 499 (10) -
HSBC Finance 22/01/10 519 504 (15) 1
1,539 1,501 (38) 3
2,045 2,007 (38) 3
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
1. The unaudited interim results cover the six months to 31 July 2007
and have been prepared in accordance with the accounting policies set
out in the statutory accounts for the year ended 31 January 2007
which were prepared under UK Generally Accepted Accounting Practice
("UK GAAP") and in accordance with the Statement of Recommended
Practice "Financial Statements of Investment Trust Companies" revised
December 2005 ("SORP").
2. All revenue and capital items in the Income Statement derive from
continuing operations.
3. The Company has only one class of business and derives its income
from investments made in shares, securities and bank deposits.
4. The comparative figures are in respect of the six-month period
ended 31 July 2006 and the 12 month period ended 31 January 2007
respectively.
5. Return per share for the period has been calculated on 10,143,848
shares, being the weighted average number of shares in issue during
the period.
6. Dividends
31 July 31 Jan
2007 2007
Revenue Capital Total Total
�'000 �'000 �'000 �'000
Paid in year
2007 Final 152 - 152 -
2006 Final - - - 102
152 - 152 102
7. Reserves
Capital Special Capital Capital Revenue
redemption reserve reserve - reserve - reserve
reserve realised unrealised
�'000 �'000 �'000 �'000 �'000
At 1 February 2007 1 9,502 7 (75) 182
Shares repurchased - 4 - - -
Net gains/(losses) on -
investments - - 3 (14)
Realisation of
revaluations from - - (40) 40 -
previous years
Distributions paid - - - - (152)
Retained net revenue - - - - 116
for the year
At 31 July 2007 1 9,506 (30) (49) 146
The Special Reserve, Capital Reserve - Realised and Revenue Reserve
are all distributable reserves.
8. The unaudited condensed financial statements set out herein do not
constitute statutory accounts within the meaning of Section 240 of
the Companies Act 1985 and have not been delivered to the Registrar
of Companies. The figures for the year ended 31 January 2007 have
been extracted from the financial statements for that year, which
have been delivered to the Registrar of Companies; the auditors'
report on those financial statements was unqualified.
9. The Directors confirm that, to the best of their knowledge, the
half-yearly financial statements have been prepared in accordance
with the "Statement: Half-Yearly Financial Reports" issued by the UK
Accounting Standards Board and the half-yearly financial report
includes a fair review of the information required by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being
an indication of 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
(b) 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 have materially
affected 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.
10. Copies of the unaudited interim results will be sent to
Shareholders shortly. Further copies can be obtained from the
Company's Registered Office.
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