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2012-05-28 18:20 CEST
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Downing Income VCT 4 plc : Half-yearly report

Downing Income VCT 4 plc (formerly Framlington AIM VCT plc)

Half-Yearly Report for the six months ended 31 March 2012

 

FINANCIAL HIGHLIGHTS

  31 Mar

2012
  30 Sept

2011
  31 Mar

2011
  Pence   Pence   Pence
           
Net asset value per share 36.8   41.8   45.7
Cumulative dividends 31.0   28.5   28.5
Total return per share 67.8   70.3   74.2

 

CHAIRMAN'S STATEMENT

The six months ended 31 March 2012 has been a busy one for your Company in which a new Investment Manager, Downing LLP, was appointed towards the end of the period and, on 2 March 2012, the Company changed its name from Framlington AIM VCT plc to Downing Income VCT 4 plc.

 

New Manager

Downing took over as Investment Manager of the Company on 1 March 2012. The Board is pleased to be able to report that it has secured a lower management fee than the Company had paid its previous manager and, additionally, Downing agreed to bear the costs of the change of manager.

 

Downing's initial task is to undertake a thorough review of the investment portfolio with a view to identifying investments it sees as long term holds.  It then plans to gradually reduce exposure to the AIM market by re-employing some funds in attractive unquoted opportunities. Downing's approach towards the AIM investments is that it seeks to hold reasonably significant stakes, possibly along with other Downing-managed funds, such that the Manager is able to exert some influence over the businesses which, it believes, can drive better performance.

 

Net asset value and results

During the last six month period, economic conditions remained difficult and recurring fears of an escalation of the Eurozone sovereign debt crisis resulted in continuing market volatility.

 

 

Investment portfolio

The portfolio was managed by AXA Framlington ("Framlington") for the majority of the period under review.  Under Framlington's management, the Company participated in a number of placings at a total cost of £253,000, and disposed of holdings with total proceeds of £733,000, realising gains of £4,000.

 

 

Investment portfolio (continued)

A schedule of the full investment portfolio held at the period end, together with details of the additions and disposals in the period, is shown below.

 

Since Downing's appointment, the Company has made three full disposals and sold down some other holdings, producing just under £1 million of proceeds. Three new investments have also been made: an equity and loan stock investment of £254,000 in Ludorum plc, the company behind children's television show, Chuggington (www.ludorum.com); £400,000 in Vulcan Renewables Ltd; and £100,000 in Baron House Developments LLP, the last two of which are unquoted companies which have not yet commenced their planned projects. All of these transactions, with the exception of part of the investment in Ludorum, took place after the period end.

 

Future developments

The new Manager and Board will be considering a number of options over the coming months which may help the Company produce better returns for Shareholders. As mentioned in the letter to Shareholders at the time of the change of manager, these options include the possibility of merging with another VCT, the offering of an "enhanced share buyback" scheme and giving consideration to future fundraising strategy.

 

The Company is also currently reviewing its strategy in respect of purchasing its own shares. In the short term, the Company may purchase shares that become available in the market from time-to-time, however, in due course, the Company expects to be able to announce a more structured share buyback policy, including an expected discount to NAV at which the Company expects to purchase its own shares.

 

I will, of course, write to Shareholders if there are major developments in any of these areas before the next financial report.

 

Outlook

The Board has taken some major steps in seeking to improve future prospects for Shareholders and believes that the strategy of reducing overall exposure to the AIM market and employing Downing's approach to AIM investing of seeking to become an influential investor can bring benefits to Shareholders in due course.  As the Company is effectively fully invested, the task of rebalancing the portfolio will involve achieving exits from investments which are not seen as long-term holds. The Board is confident that Downing is well-placed to execute this strategy.

Tim How

Chairman

 

UNAUDITED BALANCE SHEET as at 31 March 2012

Note 31 Mar

2012
30 Sept

2011
  31 Mar

2011
  £'000   £'000   £'000
Fixed assets            
Investments   7,443 8,851   10,151
         
Current assets          
Debtors   337 68   36
Cash at bank and in hand   156 157   37
  493 225   73
         
Creditors: amounts falling due within one year   (62) (124)   (66)
         
Net current assets   431 101   7
         
Net assets   7,874 8,952   10,158
         
Capital and reserves        
Called up share capital 7 2,141 2,141   2,225
Capital redemption reserve 8 370 370   286
Share premium 8 117 117   117
Special reserve 8 10,118 13,568   14,489
Capital reserve - realised 8 307 138   -
Revenue reserve 8 (110) (34)   1
Revaluation reserve 8 (5,069) (7,348)   (6,960)
         
Equity shareholders' funds 6 7,874 8,952   10,158
           
Net asset value per Ordinary Share 6 36.8p   41.8p   45.7p

INCOME STATEMENT for the six months ended 31 March 2012

Note Six months ended

31 Mar 2012
  Six months ended

31 Mar 2011
Year

 Ended

30 Sept

2011
Revenue Capital Total   Revenue Capital Total Total
£'000 £'000 £'000 £'000 £'000 £'000   £'000
           
Income 33 - 33   70 - 70   132
   
(Losses)/gains on investments    
- realised - (39) (39)   - (1,877) (1,877)   371
- unrealised - (384) (384)   - 3,038 3,038   (48)
33 (423) (390) 70 1,161 1,231 455
Investment management fees (14) (44) (58) (26) (78) (104) (203)
Other expenses (95) - (95) (79) - (79) (151)
Return on ordinary activities before taxation (76) (467) (543) (35) 1,083 1,048 101
Taxation - - - - - - -
Return attributable to equity shareholders 4 (76)    (467) (543) (35) 1,083 1,048 101
   
(Loss)/return per share 4 (0.4p) (2.1p) (2.5p)   (0.2p) 4.9p 4.7p   0.5p

All Revenue and Capital items in the above statement derive from continuing operations.  No operations were acquired or discontinued during the year.  The total column within the Income Statement represents the profit and loss account of the Company.

 

A Statement of Total Recognised Gains and Losses has not been prepared as all gains and losses are recognised in the Income Statement as noted above.

 

RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS for the six months ended 31 March 2012

Note 31 Mar

2012
  30 Sept

2011
  31 Mar

2011
  £'000   £'000   £'000
           
Opening Shareholders' funds       8,952   10,015   10,015
Purchase of own shares   -   (385)   (126)
Total recognised (losses)/ gains for the period (543)   101   1,048
Dividends paid 5 (535)   (779)   (779)
       
Closing Shareholders' funds   7,874   8,952   10,158

 

UNAUDITED CASH FLOW STATEMENT for the six months ended 31 March 2012

31 Mar

2012
30 Sept

2011
31 Mar

2011
Note £'000 £'000 £'000
Cash outflow from operating activities and returns on investments  

9
(118) (184) (91)

Capital expenditure

Purchase of investments

(469) (1,386) (1,011)

Sale of investments

1,121 2,605 1,758
Net cash inflow from capital expenditure 652 1,219 747

 

Equity dividends paid

(535) (779) (779)

 

Net cash inflow/(outflow) before financing

- 256 (123)

 

Financing

Purchase of own shares - (385) (126)
Net cash outflow from financing - (385) (126)
Decrease in cash  

10
(1) (129) (249)
 

 

INVESTMENT PORTFOLIO as at 31 March 2012

  Cost Valuation Unrealised

gain/(loss)

 in period
%
of portfolio
  £'000 £'000 £'000 by value
Venture Capital investments (by value)
Brooks Macdonald Group plc 53 484 20 6.4%
Craneware plc 124 394 (178) 5.2%
Digital Barriers plc 200 358 92 4.7%
Noble Investments (UK) plc 101 350 39 4.6%
Anpario plc (formerly Kiotech International) 250 290 (7) 3.8%
Angle plc 330 253 (121) 3.3%
Sinclair IS Pharma plc 260 249 5 3.3%
Instem plc 251 238 (77) 3.1%
Vertu Motors plc 500 237 33 3.1%
AFC Energy plc 87 222 (64) 2.9%
Interquest Group plc 218 212 12 2.8%
Manroy plc 195 210 (25) 2.8%
Getech Group plc 361 204 37 2.7%
Nanoco Group plc 482 202 36 2.7%
Corero Network Security plc 364 200 74 2.6%
Cohort plc 242 189 21 2.5%
Photonstar LED Group plc 397 181 (144) 2.4%
Tristel plc 239 176 (25) 2.3%
Sanderson Group plc 250 175 40 2.3%
Ludorum plc* 166 166 - 2.2%
Energetix Group plc 240 150 (27) 2.0%
EG Solutions plc 200 144 (2) 1.9%
Vianet Group plc (formerly Brulines Group) 162 140 17 1.8%
Surface Transforms plc 150 132 53 1.7%
Brady public limited company 87 129 26 1.7%
Music Festivals plc 150 120 (16) 1.6%
Avacta Group plc 150 112 (19) 1.5%
Dillistone Group plc 88 112 (8) 1.5%
Accumuli plc 675 105 33 1.4%
Rivington Street Holdings (UK) Limited* 136 100 - 1.3%
Belgravium Technologies plc 175 97 9 1.3%
Active Risk Group plc 116 89 (32) 1.2%
Maxima Holdings plc 507 81 9 1.1%
Byotrol plc 333 80 (12) 1.0%
Lidco Group plc 95 78 19 1.0%
Pressure Technologies plc 54 58 9 0.8%
VSA Capital Group plc 100 57 (3) 0.8%
Tangent Communications plc 150 52 (6) 0.7%
Porta Communications plc 215 51 (17) 0.7%
Wheelsure Holdings plc** 75 43 (15) 0.5%
Tawa plc 143 42 (21) 0.5%
Cyan Holdings plc 195 40 (11) 0.5%
PHSC plc 121 39 - 0.5%
Theo Fennell plc 141 39 (33) 0.5%
Hightex Group plc 112 36 6 0.5%
Plastics Capital plc 50 33 (3) 0.4%
Bglobal public limited company 107 31 12 0.4%
Suretrack Monitoring plc 120 31 (58) 0.4%
Ant plc 183 30 (1) 0.4%
Imagelinx plc 200 30 20 0.4%
Datong plc 150 29 (2) 0.4%
Consolidated General Minerals* 111 25 2 0.3%
Plethora Solutions Holdings plc 675 23 11 0.3%
3D Diagnostic Imagining plc 150 21 (58) 0.3%
Corac Group plc 95 21 (2) 0.3%
Concha (formerly Hot Tuna (International)) 149 20 (15) 0.3%
Savile Group plc 101 18 3 0.2%
Pure Wafer plc 175 11 3 0.1%
Travelzest plc 100 3 (3) -
Managed Support Services plc 254 1 (6) -
Invocas Group plc* 152 - (14) -
Welby Holdings

 (formerly Western & Oriental)*
100 - - -
  12,512 7,443 (384) 97.9%
     
Cash at bank 156   2.1%
     
Total investments 7,599   100.0%

 

All Venture Capital investments are quoted on AIM unless otherwise stated.

* Unquoted ** Quoted on Plus Market

SUMMARY OF INVESTMENT ADDITIONS for the six months ended 31 March 2012

 
 
£'000
AIM/PLUS new issues Market  
Byotrol plc AIM 50
Cyan Holdings plc AIM 25
Hightex Group plc AIM 13
Photonstar LED Group plc AIM 75
Porta Communications plc AIM 65
Wheelsure Holdings plc PLUS 25
    253
Other investments  
Ludorum plc - loan note Loan note 166
   
    419

 

SUMMARY OF INVESTMENT DISPOSALS for the six months ended 31 March 2012

   

 

 

Cost
Market
 value at
 1 Oct
2011
 

 

Disposal proceeds
 

Realised
gain/

(loss)
Profit/

(loss) vs

cost
  £'000 £'000 * £'000 £'000 £'000
Sales          
@UK plc 250 53 48 (5) (202)
Alterian plc 22 6 10 4 (12)
Angle plc 100 85 97 12 (3)
Brooks Macdonald Group plc 53 464 435 (29) 382
Clarke plc 248 41 39 (2) (209)
Craneware plc 68 313 229 (84) 161
EKF Diagnostics plc 150 250 279 29 129
Green Compliance plc 93 2 1 (1) (92)
Nanoco plc 92 32 47 15 (45)
Noble Investments (UK) plc 15 45 46 1 31
Orosur Mining Inc. 141 25 30 5 (111)
Plastics Capital plc 100 70 68 (2) (32)
Sanderson Group plc 100 54 75 21 (25)
           
Administrations/Liquidations          
AT Communications Group plc 522 - - - (522)
Hat Pin plc 169 - - - (169)
Hexagon Human Capital plc 298 - - - (298)
Legion Group plc 350 - - - (350)
MediaSquare plc 250 3 - (3) (250)
Relax Group plc 100 - - - (100)
Rok plc 33 - - - (33)
Sovereign Oilfield Group plc 201 - - - (201)
Sport Media Group plc 250 - - - (250)
           
Dissolutions          
Bioganix plc 253 - - - (253)
Fishworks plc 247 - - - (247)
           
  4,105 1,443 1,404 (39) (2,701)

* Adjusted for purchases in period

 

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS for the six months ended 31 March 2012

1. The unaudited half yearly financial results cover the six months to 31 March 2012 and have been prepared in accordance with the accounting policies set out in the statutory accounts for the year ended 30 September 2011 which were prepared under UK Generally Accepted Accounting Practice and in accordance with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" January 2009.

 

2. The Company has only one class of business and derives its income from investments made in shares, securities and bank deposits.

 

3. The comparative figures were in respect of the six months ended 31 March 2011 and the year ended 30 September 2011.

 

4. Return per share

31 Mar

2012
30 Sept

2011
  31 Mar

2011
   
Return per share based on:    
Net revenue loss for the period (£'000) (76)   (70)   (35)
     
Capital return per share based on:      
Net capital (loss)/gain for the period (£'000)  

(467)
   

171
  1,083
     
Weighted average number of shares 21,405,778   22,026,742   22,302,272

5. Dividends

Paid in the period 31 March 2012   31 Mar

2011
Revenue   Capital   Total   Total
£'000   £'000   £'000   £'000
Date paid          
2011 Final 20/03/2012: 2.5p - 535 535   -
2010 Final 22/03/2011: 3.5p - - -   779
- 535 535   779

 

6. Net asset value per share

31 Mar

2012
  30 Sept

2011
  31 Mar

2011
Net Asset Value per share based on:    
Net Assets (£'000) 7,874   8,952   10,158
   
Number of Ordinary Shares in issue at the period end 21,405,778   21,405,778   22,247,778
   
Basic and diluted net asset value per share 36.8p   41.8p   45.7p

7. Called up share capital

  No. of

 shares
£'000
As at 1 October 2011: Ordinary Shares of 10p each 21,405,778 2,141
Shares bought back and cancelled - -
As at 31 March 2012: Ordinary Shares of 10p each 21,405,778 2,141

8. Reserves

Capital
 redemption
 reserve
Share
premium
Special

reserve
Capital

 reserve

- realised
Revaluation

 reserve
Revenue

reserve
£'000 £'000 £'000 £'000 £'000 £'000
         
At 1 October 2011 370 117 13,568 138 (7,348) (34)
Expenses capitalised - - - (44) - -
Losses on investments - - - (39) (384) -
Realisation of revaluations from previous years - - - (2,663) 2,663 -
Dividends paid - - - (535) - -
Transfer between reserves - - (3,450) 3,450 - -
Retained net revenue - - - - - (76)
At 31 March 2012 370 117 10,118 307 (5,069) (110)

The special reserve is available to the Company to enable the purchase of its own shares in the market without affecting its ability to pay dividends/capital distributions.

Distributable reserves comprise the special reserve, capital reserve - realised and revenue reserve and are reduced by investment holding losses of £5.1 million.  At the period end there was £5.2 million of reserves available for distribution (30/09/2011: £6.3 million).

 

9. Cash outflow from operating activities and returns on investments

31 Mar

2012
30 Sept

2011
31 Mar

2011
£'000 £'000 £'000
(Loss)/return on ordinary activities before taxation (543) 101 1,048
Losses/(gains) on investments 423 (323) (1,161)
Decrease in other debtors 14 47 35
Decrease in other creditors (12) (9) (13)
Net cash outflow from operating activities (118) (184) (91)

10. Analysis of net funds

31 Mar

2012
30 Sept

2011
31 Mar

2011
£'000 £'000 £'000
Beginning of period 157 286 286
Net cash outflow (1) (129) (249)
End of period 156 157 37

 

11. The unaudited financial statements set out herein do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006 and have not been delivered to the Registrar of Companies.  The figures for the year ended 30 September 2011 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.

 

12. The Directors confirm that, to the best of their knowledge, the half yearly financial report has 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 period 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 period; and

(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place during the first six months of the current financial period 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.

 

13. Risks and uncertainties

Under the Disclosure and Transparency Directive, the Board is 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 are:

(i) investment risk associated with investing in small businesses;

(ii) investment risk arising from market volatility; and

(iii) failure to maintain approval as a VCT.

In the case of (i) and (ii) the Board is satisfied with the Company's approach to these risks.  As a VCT, the Company has significant exposure to the relatively small businesses.  However, by seeking to hold a well-diversified portfolio of businesses with strong management teams, the impact of falling markets and challenging economic conditions should be mitigated as much as possible given the Company's status as a VCT and its investment policy.

The Company's compliance with the VCT regulations is continually monitored by the Manager, who regularly reports to the Board on the current position.  The Company also retains PricewaterhouseCoopers 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.

14. Going concern

The Company has sufficient financial resources at the period end, and holds a diversified portfolio of investments. As a consequence, the Directors believe that the Company is well placed to manage its business risks successfully, despite the current uncertain economic outlook.

The Directors are confident that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.

15. Copies of the unaudited half yearly financial results will be sent to Shareholders shortly. Further copies can be obtained from the Company's Registered Office and will be available for download from www.downing.co.uk

HUG#1615366