Final Results
2008年5月29日 - 9:16PM
RNSを含む英国規制内ニュース (英語)
Final Results
DOWNING PROTECTED VCT II PLC
FINAL RESULTS FOR THE YEAR ENDED 31 JANUARY 2008
FINANCIAL HIGHLIGHTS
31 Jan 2008 31 Jan 2007
Pence Pence
Net asset value per Ordinary share 96.5 95.8
Cumulative distributions per Ordinary 2.5 1.0
share
Total return per Ordinary share 99.0 96.8
CHAIRMAN'S STATEMENT
I am pleased to present the third Annual Report of Downing Protected
VCT II plc. The Company has now successfully completed its investing
phase and is now focussed on seeking exits from investments in order
to be able to return funds to Shareholders.
Venture capital investments
The Company made three qualifying investments during the year
totalling �2.6 million. This took the Company VCT qualification
percentage to 76.1 % at the year-end, comfortably in excess of the
required level for the Company to have 70% of its funds in
VCT-Qualifying investments at that date.
The new investments are spread across a variety of sectors (leisure,
residential property contracting and commercial property
contracting), such that the Company's final VCT-Qualifying portfolio
is reasonably diversified, while remaining within the parameters of
investing in business which can provide asset backing.
As I have mentioned in previous reports, the Investment Manager has
seen a number of good quality non-VCT Qualifying investment
opportunities which can often provide higher yields than gilts or
listed corporate bonds with no significant increase in risk. The
Company made five such investments (including a partly non-qualifying
investment) during the year at a total cost of �2.1 million.
The Board has reviewed the valuation of the investments at the year
end. Generally investments have been performing to plan and the
Board has concluded that it is appropriate to continue to hold all
investments at valuations equivalent to cost.
Fixed interest investments
During the year, the Company sold all of its remaining listed fixed
interest investments, giving rise to a loss during the year of
�21,000. The funds raised were employed in the non-VCT Qualifying
investments described above.
Net Asset Value
At 31 January 2008, the Company's Net Asset Value per share ("NAV")
stood at 96.5p, a rise of 2.2p (2.3%) against the NAV at 31 January
2007 after adjusting for the dividend of 1.5p per share paid during
the year.
Results and dividend
The return on ordinary activities for the year after taxation was
�215,000 (2007: �113,000) comprising a revenue return of �236,000 and
a capital loss of �21,000.
The Board is proposing to pay a dividend of 2.0p per share on 31 July
2008 to Shareholders on the register at the close of business on 11
July 2008.
Articles of Association
At the forthcoming AGM, the Board will seek Shareholder approval to
update the Company's Articles of Association. Resolution 7, which is
a special resolution, proposes the adoption of new Articles of
Association which incorporate a number of changes which are required
as a result of the implementation of the Companies Act 2006.
The Board recommends Shareholders vote for Resolution 7 as, in the
Board's opinion, the proposed changes are in the best interests of
Shareholders.
Annual General Meeting
The Directors have decided to hold the Company's third AGM at Hoole
Hall near Chester, a property owned by one of the Company's
investments. Full details of the address are in the notice to the
meeting. The meeting will take place at 2.15 pm on 30 July 2008.
Two item of special business, seeking approval for the Company to be
able to buy its own shares and to adopt the new Articles of
Association as described above, will be proposed.
Future
The Investment Manager is now working with all investee companies to
seek exits from the investments. It is too early to be able to
accurately determine when all exits will be achieved, but the Manager
is confident that sufficient realisations can take place over the
coming months to allow a substantial dividend to be paid before the
end of September 2008.
The Company's original prospectus targeted paying proceeds of �1 per
share to Shareholders by the end of the Company's sixth year (27 June
2011). The Board is optimistic that the investment portfolio can be
liquidated significantly ahead of that schedule.
Having reviewed potential cash flows that Shareholders might receive,
it is clear that it is in best interests of Shareholders to receive
funds from the Company as early as possible. To this end, the Board
has set a target timetable for the distribution of funds to
Shareholders as follows:
Target date
Distribution per share
30 September 2008 50.0p
31 January 2009 25.0p
30 June 2009
Remaining funds
The above timetable is not a forecast and the Investment Manager is
giving no guarantee that it can be achieved, but believes it to be
realistic.
Share buybacks
In order to provide liquidity for forced sellers of shares, the
Company has a policy of buying in any shares that become available in
the market for cancellation. A special resolution to renew the
authority for Directors to buy in shares for cancellation is proposed
for the forthcoming AGM. No shares were acquired during the year.
In order that the process of realising investments and distributing
the proceeds to Shareholders can take place in an orderly manner, the
Board has decided that provision should be made for the maximum
amount of performance incentive fees that could be payable, as well
as a 10% discount against NAV, in determining the price at which any
share buybacks are undertaken. This currently equates to
approximately a 20% discount to NAV.
This discount is significantly higher than would normally be applied,
but following discussions with the Manager, the Board believes this
is essential to ensure that the Company has the best chance of
meeting the target timetable for distributions set out above.
Outlook
The reverberations of the "credit crunch" have been felt widely and
have changed the climate for both investors and borrowers. Although
this may make the task of liquidating the Company's portfolio more
challenging than it would otherwise have been, the Board and Manager
are confident that the structure of the Company's investments will
allow exits to be achieved to support the target timetable for
distributions.
Hugh Gillespie
Chairman
INCOME STATEMENT
for the year ended 31 January 2008
Year ended 31 January 2008 Year ended 31 January 2007
Revenue Capital Total Revenue Capital Total
�'000 �'000 �'000 �'000 �'000 �'000
Income 569 - 569 480 - 480
Losses on - (21) (21) - (68) (68)
investments
569 (21) 548 480 (68) 412
Investment (97) - (97) (97) - (97)
management
fees
Other (136) - (136) (131) - (131)
expenses
Return on
ordinary 336 (21) 315 252 (68) 184
activities
before tax
Tax on (100) - (100) (71) - (71)
ordinary
activities
Return
attributable 236 (21) 215 181 (68) 113
to equity
shareholders
Return per 2.3p (0.2p) 2.1p 1.8p (0.7p) 1.1p
share
All Revenue and Capital items in the above statement derive from
continuing operations.
A Statement of Total Recognised Gains and Losses has not been
prepared as all gains and losses are recognised in the Income
Statement noted above.
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
Year ended Year ended
31 January 2008 31 January 2007
�'000 �'000
Opening shareholders' funds 9,718 9,732
Purchase of own shares - (25)
Cancellation of prior year share 4 -
buyback
Total recognised gains for the year 215 113
Dividends paid (152) (102)
Closing shareholders' funds 9,785 9,718
BALANCE SHEET
as at 31 January 2008
2008 2007
�'000 �'000 �'000 �'000
Fixed assets
Unquoted investments 9,211 5,870
Listed fixed income investments - 2,882
Total investments 9,211 8,752
Current Assets
Debtors 142 113
Cash at bank and in hand 636 1,043
778 1,156
Creditors: amounts falling due within one (184) (170)
year
Net current assets 594 986
Net assets less current liabilities 9,805 9,738
Creditors: amounts falling due after more (20) (20)
than one year
Net assets 9,785 9,718
Capital and reserves
Called up share capital 101 101
Capital redemption reserve 1 1
Special reserve 9,506 9,502
Capital reserve - unrealised - (75)
Capital reserve - realised (89) 7
Revenue reserve 266 182
Total equity shareholders' funds 9,785 9,718
Net asset value per Ordinary share 96.5p 95.8p
CASH FLOW STATEMENT
for the year ended 31 January 2008
Year Year
ended ended
31 Jan 2008 31 Jan 2007
�'000 �'000
Net cash inflow from operating activities 291 227
Taxation
Corporation tax paid (70) (43)
Capital expenditure
Purchase of investments (4,710) (6,435)
Proceeds from disposal of investments 4,230 1,357
Net cash outflow from capital expenditure (480) (5,078)
Equity dividends paid (152) (102)
Net cash outflow before financing (411) (4,996)
Financing
Repurchase of shares 4 (25)
Net cash inflow/(outflow) from financing 4 (25)
Decrease in cash (407) (5,021)
PORTFOLIO OF INVESTMENTS
The following investments, all of which are incorporated in England
and Wales, were held at 31 January 2008:
Valuation
movement
Cost Valuation in year % of
�'000 �'000 �'000 portfolio
Qualifying Venture
capital investments
Cymbal Contracting 1,450 1,450 - 14.7%
Limited
Hoole Hall Country Club 1,375 1,375 - 13.9%
Limited *
Ebury Contracting Limited 1,000 1,000 - 10.2%
Ebury Contracting (South 1,000 1,000 - 10.2%
East) Limited
Liongold Contracting 1,000 1,000 - 10.2%
Limited
Nu Nu plc 1,000 1,000 - 10.2%
Chapel Contractors 460 460 - 4.6%
Limited
Downing Office Villages 251 251 - 2.6%
Contractor Limited
Honeycombe Pubs VCT 218 218 - 2.2%
Limited
Non-Qualifying
investments
Vermont Developments 500 500 - 5.1%
Limited
Heyford Homes (Thornton 377 377 - 3.8%
Hall) Limited
Coastal Partnerships 330 330 - 3.3%
Limited
Sanguine Hospitality 250 250 - 2.5%
Limited
9,211 9,211 - 93.5%
Cash at bank and in hand 636 6.5%
Total investments 9,847 100.0%
* partly non-qualifying
NOTES
1. Return per share
Revenue return per ordinary share is based on the net revenue after
taxation of �236,000 (2007: �181,000), in respect of 10,143,848
(2007: 10,153,602) ordinary shares, being the weighted average number
of ordinary shares in issue during the year.
Capital return per ordinary share is based on the net capital loss
for the financial year of �21,000 (2007: �68,000), in respect of
10,143,848 (2007: 10,153,602) ordinary shares, being the weighted
average number of ordinary shares in issue during the year.
As the Company has not issued any convertible securities or share
options, there is no dilutive effect on return per Ordinary share.
The return per share disclosed therefore represents both the basic
and diluted return per Ordinary share.
2. Net asset value per ordinary share
2008 2007
Net asset Net asset
value value
per share Net asset per share Net asset
value value
Pence �'000 Pence �'000
Ordinary 96.5 9,785 95.8 9,718
shares
Net asset value per ordinary share is based on net assets at the year
end, and on 10,143,848 (2007: 10,138,848) ordinary shares, being the
number of ordinary shares in issue at the year end.
Announcement based on audited accounts
The financial information set out in this announcement does not
constitute the Company's statutory financial statements in accordance
with section 434 Companies Act 2006 for the year ended 31 January
2008, but has been extracted from the statutory financial statements
for the year ended 31 January 2008, which were approved by the Board
of Directors on 29 May 2008 and will be delivered to the Registrar of
Companies following the Company's Annual General Meeting. The
Independent Auditor's Report on those financial statements was
unqualified and did not contain any emphasis of matter nor statements
under s498 (2) and (3) of the Companies Act 2006.
The statutory accounts for the year ended 31 January 2007 have been
delivered to the Registrar of Companies and received an Independent
Auditors report which was unqualified and did not contain any
emphasis of matter nor statements under S237(2) or (3) of the
Companies Act 1985.
A copy of the full annual report and financial statements for the
year ended 31 January 2008 will be printed and posted to shareholders
shortly. Copies will also be available to the public at the
registered office of the Company at Kings Scholars House, 230
Vauxhall Bridge Road, London SW1V 1AU and will be available for
download from www.downing.co.uk.
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