Regulatory Story
Go to market news section View chart   Print
Albion Development VCT PLC  -  AADV   

Albion Development VCT PLC - Ordinary Shares : Annual Financial Report

Released 14:55 29-Mar-2018

Albion Development VCT PLC - Ordinary Shares : Annual Financial Report

Albion Development VCT PLC
LEI Code 213800FDDMBD9QLHLB38

As required by the UK Listing Authority's Disclosure Guidance and Transparency Rules 4.1 and 6.3, Albion Development VCT PLC today makes public its information relating to the Annual Report and Financial Statements for the year ended 31 December 2017.

This announcement was approved for release by the Board of Directors on 29 March 2018.

This announcement has not been audited.

You will shortly be able to view the Annual Report and Financial Statements for the year to 31 December 2017 (which have been audited) at: www.albion.capital/funds/AADV.The Annual Report and Financial Statements for the year to 31 December 2017 will be available as a PDF document via a link in the 'Financial Reports and Circulars' section. The information contained in the Annual Report and Financial Statements will include information as required by the Disclosure Guidance and Transparency Rules, including Rule 4.1.

Investment objective and policy

Albion Development VCT PLC is a venture capital trust and its current general investment policy is as follows:

Investment policy
The Company's investment policy is intended to provide investors with a regular and predictable source of dividend income combined with the prospects of long term capital growth. This is achieved by establishing a diversified portfolio of holdings in smaller, unquoted companies whilst at the same time selecting and structuring investments in such a way as to reduce the risks normally associated with investment in such companies. It is intended that this will be achieved as follows:

In the November 2017 Autumn Budget, a number of changes to the legislation governing venture capital trusts were announced. Those changes have now been enacted in the Finance Act 2017-19 and further information has been provided in Guidance Notes issued by HM Revenue & Customs. Some of these changes took effect from the date upon which the Finance Act received Royal Assent and others will come into force from 6 April 2018. In future, VCTs may no longer offer secured loans to portfolio companies and to qualify for VCT tax reliefs, portfolio companies must satisfy a "risk to capital condition". This means that the portfolio company must have an objective to grow and develop over the long term and there must be a significant risk that there could be a loss of capital to the VCT of an amount exceeding the net return. The overall aim of HM Treasury is to encourage more high growth investment through VCTs rather than low risk, heavily asset backed investments.

As a result of these changes, and subject to shareholder approval, the Board is now recommending an update to the Company's general investment policy, as set out below. The updated policy removes references to loan stock being secured by first charges and enables the Company to invest in a broad range of businesses. A further change to the policy will allow a proportion of funds held pending investment or for liquidity purposes to be invested in liquid open-ended equity funds. The new policy is as follows:

Proposed new investment policy
The Company will invest in a broad portfolio of higher growth businesses with a stronger focus on technology companies across a variety of sectors of the UK economy. Allocation of assets will be determined by the investment opportunities which become available but efforts will be made to ensure that the portfolio is diversified in terms of sector and stage of maturity of company.

Funds held pending investment or for liquidity purposes will be held as cash on deposit or up to 8 per cent. of its assets, at the time of investment, in liquid open-ended equity funds providing income and capital equity exposure (where it is considered economic to do so).

Risk diversification and maximum exposures
Risk is spread by investing in a number of different businesses within venture capital trust qualifying industry sectors using a mixture of securities. The maximum amount which the Company will invest in a single portfolio company is 15 per cent. of the Company's assets at cost thus ensuring a spread of investment risk. The value of an individual investment may increase over time as a result of trading progress and it is possible that it may grow in value to a point where it represents a significantly higher proportion of total assets prior to a realisation opportunity being available.

The Company's maximum exposure in relation to gearing is restricted to 10 per cent. of the adjusted share capital and reserves.

Background to the Company

The Company is a venture capital trust which raised a total of £33.3 million through the issue of shares between 1999 and 2004. The C shares merged with the Ordinary shares in 2007.

A further £6.3 million was raised through an issue of new D shares in 2009/2010. The D shares converted to Ordinary shares on 31 March 2015 on the basis of their respective audited net asset value per share at 31 December 2014, in line with the original prospectus. Accordingly, D shareholders received 1.4975 Ordinary shares for each D share they owned.

An additional £28.8 million has been raised for the Ordinary shares through the Albion VCTs Top Up Offers since January 2011. The funds raised have been invested in accordance with the Company's existing investment policy.

Financial calendar

Record date for first dividend 4 May 2018
   
Annual General Meeting  11am on 29 May 2018

 
Payment of first dividend 31 May 2018
   
Announcement of half-yearly results for the six months ending 30 June 2018 August 2018
   
Payment of second dividend (subject to Board approval) 28 September 2018

Financial highlights

165.6p  

Total shareholder return per Ordinary share from launch to 31 December 2017
   
10.2% Total return on opening net asset value for the year ended 31 December 2017
   
4.0p   Target tax-free dividend per Ordinary share for the year ahead (4.0p paid per Ordinary share during the year ended 31 December 2017)
   
73.8p   

Net asset value per Ordinary share as at 31 December 2017

    Ordinary shares
      31 December 2017
pence per share
31 December 2016
pence per share
         
Dividends paid     4.0 5.0
Revenue return     0.2 0.9
Capital return     7.0 3.8
Net asset value     73.8 70.7

Total shareholder return to 31 December 2017:

  Ordinary
shares
 (pence per share) (ii)
C shares
 (pence per share) (ii) (iv)
 

D shares
 (pence per share)(ii) (v)
       
Total dividends paid during the year ended:   31 December 1999(i) 1.0 - -
  31 December 2000 2.9 - -
  31 December 2001 4.0 - -
  31 December 2002 4.2 - -
  31 December 2003(iii) 4.5 0.7 -
  31 December 2004 4.0 2.0 -
  31 December 2005 5.2 5.9 -
  31 December 2006 3.0 4.5 -
31 December 2007(iv) 5.0 5.3 -
31 December 2008 12.0 12.8 -
31 December 2009 4.0 4.3 -
31 December 2010 8.0 8.6 1.0
31 December 2011 5.0 5.4 2.5
31 December 2012 5.0 5.4 3.5
31 December 2013 5.0 5.4 5.0
31 December 2014 5.0 5.4 5.0
31 December 2015(v) 5.0 5.4 7.5
31 December 2016 5.0 5.4 7.5
31 December 2017 4.0 4.3 6.0
Total dividends paid to 31 December 2017 91.8 80.8 38.0
Net asset value as at 31 December 2017 73.8 79.1 110.5
Total shareholder return to 31 December 2017 165.6 159.9 148.5

In addition to the dividends paid above, the Board has declared a first dividend for the year ending 31 December 2018 of 2.0 pence per Ordinary share payable on 31 May 2018 to shareholders on the register on 4 May 2018.

Notes
(i) Assuming subscription for Ordinary shares by the First Closing on 26 January 1999.
(ii) Excludes tax benefits upon subscription.
(iii) Those subscribing for C shares after 30 June 2003 were not entitled to the interim dividend.
(iv) The C shares were converted into Ordinary shares on 31 March 2007, with a conversion ratio of 1.0715 Ordinary shares for each C share. The net asset value per share and all dividends paid subsequent to the conversion of the C shares to the Ordinary shares are multiplied by the conversion factor of 1.0715 in respect of the C shares return, in order to give an accurate picture of the shareholder value since launch relating to the C shares.
(v) The D shares were converted into Ordinary shares on 31 March 2015, with a conversion ratio of 1.4975 Ordinary shares for each D share. The net asset value per share and all dividends paid subsequent to the conversion of the D shares to the Ordinary shares are multiplied by the conversion factor of 1.4975 in respect of the D shares return, in order to give an accurate picture of the shareholder value since launch relating to the D shares.

Chairman's statement

Introduction
The results for Albion Development VCT PLC for the year to 31 December 2017 showed a pleasing total return of 7.2 pence per Ordinary share, compared to 4.7 pence per Ordinary share for 2016.

Investment performance and progress
The results for the year recorded net gains on investments of £5.5 million, against £2.9 million for the previous year. The key elements within this included sharp uplifts in the values of Grapeshot, which has now moved into profit and is growing in excess of 150% per annum, Radnor House (Sevenoaks), which has continued to mature in line with expectations and has now moved into profit, and Egress Software Technologies, following a recent investment round. Against this, there were write-downs against OmPrompt and Aridhia, as a result of slower than hoped-for progress.

We had a number of realisations during the year totalling £4.6 million (2016: £3.6m), including £1.7 million of proceeds from the sale of Hilson Moran, achieving a return, including interest, of 3 times cost, and also contributing to the net gains on investments for the year. The Company also sold its share in Blackbay and Masters Pharmaceuticals at valuations above the previous holding value, realising total proceeds of £1.7 million. Further details on realisations and loan stock repayments can be found in the realisations table on page 22 of the full Annual Report and Financial Statements.

Meanwhile, £4.1 million was invested in six new portfolio companies, comprising MPP Global Solutions (provider of a digital subscription platform), Women's Health (London West One) (developer and operator of a women's health centre with a focus on fertility), G. Network Communications (fibre optic broadband provider in central London), Beddlestead (developer and operator of a dedicated wedding venue in the UK) and Quantexa (a developer of fraud analytics software.) A further £2.7 million was invested in existing portfolio companies, including £812,000 into Egress Software Technologies, to assist with the expansion overseas and new hires, £483,000 into Oviva and £394,000 into Black Swan Data.

For a review of business and future prospects please see the Strategic report below.

Risks and uncertainties
Other than investment performance, the key risks facing the Company are from the broader economy. Despite some continued growth in the UK, the outlook for global economies and the implications of future rises in interest rates are the key risks affecting your Company. The Manager is clear in focussing efforts to allocate resources to those sectors and opportunities where growth can be both resilient and sustainable.

A detailed analysis of the other risks and uncertainties facing the business is shown in the Strategic report below.

Board composition
Jonathan Thornton retired from the Board on 3 November 2017 after nineteen years with the Company. I would like to thank him for his excellent work, and many years of wise counsel and service. Lyn Goleby was appointed as a Director on 3 November 2017, bringing a wealth of experience from her various roles across business and within the film and cinema industry, amongst which she was founder and CEO of Picturehouse Cinemas, from which the Company achieved an excellent return.

Share buy-backs
It remains the Board's primary objective to maintain sufficient resources for investment in existing and new portfolio companies and for the continued payment of dividends to shareholders, including in considering the proposed change to investment policy for non-qualifying investments. Therefore, the Board's policy is to buy back shares in the market, subject to the overall constraint that such purchases are in the Company's interest. It is the Board's intention for such buy-backs to be in the region of a 5 per cent. discount to net asset value, so far as market conditions and liquidity permit.

During the year, the Company purchased 1,262,000 Ordinary shares to be held in treasury at a cost of £855,000 (2016: £864,000), representing 2.0 per cent. of the opening shares in issue.

Transactions with the Manager
Details of transactions that took place with the Manager during the year can be found in note 5 and principally relate to the management fee.

Dividends and results
The Company paid dividends totaling 4.0 pence per share during the year ended 31 December 2017 (2016: 5.0 pence per share). The dividend objective of the Board is to provide shareholders with a strong, predictable dividend flow. The Company will target an annual dividend of 4.0 pence per share for the year ending 31 December 2018, and has declared a first dividend for the year ending 31 December 2018 of 2.0 pence per share. This dividend will be paid on 31 May 2018 to shareholders on the register on 4 May 2018.

As at 31 December 2017, the net asset value was 73.8 pence per share compared to 70.7 pence at 31 December 2016. The total return after tax was £4.9 million compared to £2.9 million in the year to 31 December 2016.

Update of investment policy
As explained more fully in the Strategic report, the Manager and Board are recommending that the investment policy be updated in light of the November 2017 Autumn Budget and the changes made to the legislation governing venture capital trusts therein.  In future, VCTs may no longer offer secured loans to portfolio companies and to qualify for VCT tax reliefs, portfolio companies must satisfy a "risk to capital condition." The updated policy, therefore, removes references to loan stock being secured by first charges, enables the Company to invest in a broad range of businesses and is compliant with current VCT regulations.

A further change to the investment policy is also being recommended to allow funds held pending investment or for liquidity purposes to be invested in liquid open-ended equity funds providing income and capital exposure (where it is considered economic to do so). This will be limited to an amount equal to 8 per cent of the Company's assets at the time of investment.

The acquisition by the Manager of OLIM Investment Managers ("OLIM") in 2016 provides an opportunity to invest in such an open-ended equity fund, which delivers the prospect of an attractive income in a low interest environment together with the prospect of capital growth, with good liquidity and a good performance record. Where the Company's funds are invested in funds managed by OLIM, the Manager will waive part of its management fee so that there is no double charging of fees.

Both changes to the investment policy will be subject to shareholder approval in separate resolutions to be proposed at the Annual General Meeting.

Further details of the changes appear in the Strategic report.

Albion VCTs Prospectus Top Up Offers
In September 2017, the Company announced the launch of the Albion VCTs Prospectus Top Up Offers 2017/18. In aggregate, the Albion VCTs raised £32 million across five of the VCTs managed by Albion Capital Group LLP, with the Company raising £6 million.

The Company is currently engaged in the Albion VCTs Prospectus Top Up Offers 2017/18, and as announced on 26 February 2018, the Company reached its £6 million limit under the offer and is now closed.

The funds raised by each Company pursuant to its Offer has been added to the liquid resources available for investment so as to put each Company into a position to take advantage of attractive investment opportunities over the next two to three years. Accordingly, the proceeds of the Offers are being applied in accordance with the respective Companies' investment policies. The Company continues to participate in the Top Up Offers and also benefits from receipts from dividend reinvestment, the net proceeds of which are invested in new investment opportunities and to provide additional working capital in the Company.

Outlook and prospects
2017 has been a good year for the portfolio, with encouraging returns across sectors and risk groups. Although the new VCT rules will lead to a decline in asset-based investments, the Board is confident that there are a number of excellent prospects within the portfolio, and the Manager will continue to seek out value with a focus on higher-growth innovative businesses.

Geoffrey Vero
Chairman
29 March 2018

Strategic report

Albion Development VCT PLC is a venture capital trust and its current general investment policy is as follows:

Investment policy
The Company's investment policy is intended to provide investors with a regular and predictable source of dividend income combined with the prospects of long-term capital growth. This is achieved by establishing a diversified portfolio of holdings in smaller, unquoted companies whilst at the same time selecting and structuring investments in such a way as to reduce the risks normally associated with investment in such companies. It is intended that this will be achieved as follows:

In the November 2017 Autumn Budget, a number of changes to the legislation governing venture capital trusts were announced. Those changes have now been enacted in the Finance Act 2017-19 and further information has been provided in Guidance Notes issued by HM Revenue & Customs. Some of these changes took effect from the date upon which the Finance Act received Royal Assent and others will come into force from 6 April 2018. In future, VCTs may no longer offer secured loans to portfolio companies and to qualify for VCT tax reliefs, portfolio companies must satisfy a "risk to capital condition". This means that the portfolio company must have an objective to grow and develop over the long term and there must be a significant risk that there could be a loss of capital to the VCT of an amount exceeding the net return. The overall aim of HM Treasury is to encourage more high growth investment through VCTs rather than low risk, heavily asset backed investments.

As a result of these changes, and subject to shareholder approval, the Board is now recommending an update to the Company's general investment policy, as set out below. The updated policy removes references to loan stock being secured by first charges and enables the Company to invest in a broad range of businesses. A further change to the policy is also being recommended to allow funds held pending investment or for liquidity purposes to be invested in liquid open-ended equity funds. This will be limited to an amount equal to 8 per cent of the Company's assets at the time of investment. This is explained in the 'Management of liquid resources section' below.

The new policy is as follows:

Proposed new investment policy
The Company will invest in a broad portfolio of higher growth businesses with a stronger focus on technology companies across a variety of sectors of the UK economy. Allocation of assets will be determined by the investment opportunities which become available but efforts will be made to ensure that the portfolio is diversified in terms of sector and stage of maturity of company.

Funds held pending investment or for liquidity purposes will be held as cash on deposit or up to 8 per cent. of its assets, at the time of investment, in liquid open-ended equity funds providing income and capital equity exposure (where it is considered economic to do so). This is explained further below.

Risk diversification and maximum exposures
Risk is spread by investing in a number of different businesses within venture capital trust qualifying industry sectors using a mixture of securities. The maximum amount which the Company will invest in a single portfolio company is 15 per cent. of the Company's assets at cos, thus ensuring a spread of investment risk. The value of an individual investment may increase over time as a result of trading progress and it is possible that it may grow in value to a point where it represents a significantly higher proportion of total assets prior to a realisation opportunity being available.

The Company's maximum exposure in relation to gearing is restricted to 10 per cent. of the adjusted share capital and reserves.

Management of liquid resources
In November 2016, the Manager acquired OLIM Investment Managers ("OLIM"), a specialist fund manager of UK quoted equities. In view of the very low interest rates earned on the Company's bank deposits, amending the current investment policy would allow cash awaiting investment to be invested in liquid open-ended equity funds including the SVS Albion OLIM UK Equity Income Fund ("OUEIF").

OUEIF is an authorised UK unit trust which has the objective of achieving a return based on a combination of income and capital over the long term, and invests in a diversified portfolio of FTSE-100 and FTSE-250 UK companies. To December 2017, it has shown a total return, comprising income and capital, since launch in 2002 of 246 per cent., and ranks 13 out of 55 of UK equity income funds in its performance over 10 years. Its historic dividend yield is 3.8 per cent..

Any investment in OUEIF, or other liquid open-ended equity funds, will be made as part of the Company's management of surplus liquid funds, and will be limited to an amount of not more than 8 per cent. of the company's net assets, from time to time, though depending on market conditions, it may be much lower than this. The holding will be capable of realisation within 7 days and, in order to avoid double charging, Albion agrees to reduce that proportion of its management fee relating to the investment in the OUEIF by 0.75 per cent., which represents the OUEIF management fee charged by OLIM.

These changes to the investment policy, which are recommended by the Board, are subject to the approval of shareholders. Accordingly resolutions 8 and 9 at the forthcoming Annual General Meeting, which is set out on page 65 of the full Annual Report and Financial Statements, will allow shareholders to vote on the changes.

Current portfolio sector allocation
The pie chart at the end of this announcement shows the split of the portfolio valuation by sector as at 31 December 2017. Details of the principal investments made by the Company are shown in the Portfolio of investments on pages 20 and 21 of the full Annual Report and Financial Statements.

Direction of portfolio
The sector analysis of the Company's investment portfolio shows that IT and software now accounts for 24 per cent. of the portfolio compared to 17 per cent. previously, following the investments deployed into MPP Global Solutions and Quantexa and the valuation uplifts attributable to Grapeshot and Egress Software Technologies.

The current portfolio is well balanced in terms of sector, with renewable energy at 18 per cent., healthcare at 15 per cent., education accounting for 12 per cent., and leisure at 5 per cent. Cash balances have decreased to 21 per cent. of the portfolio and it is anticipated that investments will be deployed into a number of new growth opportunities.

Results and dividend policy

 
     
      Ordinary shares
      £'000
       
Net revenue return for the year     171
Net capital gain for the year     4,720
Total return for the year ended 31 December 2017     4,891
Dividend of 2.0 pence per share paid on 31 May 2017     (1,357)
Dividend of 2.0 pence per share paid on 29 September 2017     (1,355)
Unclaimed dividends     7
       
Transferred to reserves     2,186
 

Net assets as at 31 December 2017
    53,346
 

Net asset value per share as at 31 December 2017 (pence)
    73.8

The Company paid dividends totalling 4.0 pence per Ordinary share (2016: 5.0 pence per Ordinary share).

As described in the Chairman's statement, the Board has declared a first dividend for the year ending 31 December 2018 of 2.0 pence per Ordinary share payable on 31 May 2018 to shareholders on the register on 4 May 2018.

As shown in the Income statement, the total investment income decreased to £689,000 (2016: £1,114,000). This is in part due to the disposal of income producing investments in recent years as well as capitalising interest (with our agreement) on a number of companies in order to fund further acquisitions. As a result, the revenue return to equity holders has decreased to £171,000 (2016: £549,000).

The total capital return for the year was £4,720,000 (2016: £2,313,000). This is mainly attributable to the successful sale of Hilson Moran Holdings, where a gain on opening value of £0.7 million was realised and unrealised revaluation movements in the Company's investment portfolio, in particular, increases in Grapeshot, Egress Software Technologies and Radnor House School (Holdings), outweighing reductions in OmPrompt Holdings and Aridhia Informatics.

The total return was 7.2 pence per share (2016: 4.7 pence per share). The Balance sheet shows that the net asset value has increased over the last year to 73.8 pence per share (2016: 70.7 pence per share). The increase in net asset value can be attributed to the total return of 7.2 pence per share, offset by payment of the 4.0 pence per Ordinary share of dividends.

The cash flow was positive for the year mainly as a result of the disposal of investments and the issue of Ordinary shares, offset by a number of new investments made and dividends paid during the year.

Review of business and future changes
The results for the year to 31 December 2017 show total shareholder return of 165.6 pence per Ordinary share since launch (2016: 158.5 pence per share). We believe there should be further progress in the current year, with selected disposals and new investments, and focus on our core area of IT/Software alongside new growth opportunities.

In light of the new VCT regulations set out in the recent Finance Act, asset-based investments will continue to decrease as a proportion of the portfolio, and greater emphasis will be given to growth and technology investments.

A detailed review of the Company's business during the year is contained in the Chairman's statement.

Details of significant events which have occurred since the end of the financial year are listed in note 19. Details of transactions with the Manager are shown in note 5.

VCT regulation
The investment policy is designed to ensure that the Company continues to qualify and is approved as a VCT by HMRC. In order to maintain its status under Venture Capital Trust legislation, a VCT must comply on a continuing basis with the provisions of Section 274 of the Income Tax Act 2007, details of which are provided in the Directors' report on page 29 of the full Annual Report and Financial Statements.

The relevant tests to measure compliance have been carried out and independently reviewed for the year ended 31 December 2017. These showed that the Company has complied with all tests and continues to do so.

The Finance Act 2017 contained a number of measures that affect VCTs; these include:

Future prospects
The Company is well positioned to seek out and capitalise on new opportunities, and the encouraging return in 2017 gives the Board confidence that we can continue to deliver value to shareholders.

Key performance indicators
The Directors believe that the following key performance indicators, which are typical for venture capital trusts, used in its own assessment of the Company, will provide shareholders with sufficient information to assess how effectively the Company is applying its investment policy to meet its objectives. The Directors are satisfied that the results shown in the following key performance indicators give a good indication that the Company is achieving its investment objective and policy. These are:

  1. Total shareholder return relative to FTSE All-Share Index total return

The graph on page 5 of the full Annual Report and Financial Statements shows the total shareholder return against the FTSE All-Share Index total return, in both instances with dividends reinvested. Details on the performance of the net asset value and return per share for the year are shown in the Chairman's statement.

  1. Net asset value per share and total shareholder return

Total shareholder return is net asset value plus cumulative dividends paid since launch to 31 December 2017.
Total return to shareholders increased by 4.5 per cent. to 165.6 pence per Ordinary share for the year ended 31 December 2017 as a result of the positive total return of 7.2 pence per share.

  1. Dividend distributions

Dividends paid in respect of the year ended 31 December 2017 were 4.0 pence per share (2016: 5.0 pence per share). Cumulative dividends paid since inception are 91.8 pence per share. The dividend target for the 2018 financial year is 4.0 pence per share as outlined in the Chairman's statement.

  1. Ongoing charges

The ongoing charges ratio for the year to 31 December 2017 was 2.7 per cent. (2016: 2.7 per cent.). The ongoing charges ratio has been calculated using The Association of Investment Companies' (AIC) recommended methodology. This figure shows shareholders the total recurring annual running expenses (including investment management fees charged to capital reserve) as a percentage of the average net assets attributable to shareholders. The Directors expect the ongoing charges ratio for the next year to remain broadly at this current level.

Operational arrangements
The Company has delegated the investment management of the portfolio to Albion Capital Group LLP, which is authorised and regulated by the Financial Conduct Authority. Albion Capital Group LLP also provides company secretarial and other accounting and administrative support to the Company.

Management agreement
Under the Management agreement, the Manager provides investment management, secretarial and administrative services to the Company. The Management agreement may be terminated by either party on 12 months' notice and is subject to earlier termination in the event of certain breaches or on the insolvency of either party. The Manager is paid an annual fee equal to 2.25 per cent. of the net asset value of the Company paid quarterly in arrears.

Total annual expenses, including the management fee, are limited to 3.0 per cent. of the net asset value.

The Manager is also entitled to an arrangement fee, payable by each portfolio company, of approximately 2 per cent. on each investment made and also monitoring fees where the Manager has a representative on the portfolio company's board.

Management performance incentive
The management performance incentive structure sets a minimum target level whereby no performance fee is payable to the Manager until the total return exceeds 6.5 pence per share per annum from a base on 1 January 2007 of 98.7 pence for the Ordinary shares and 100 pence for the D shares from 6 April 2010. If the target return is not achieved in a period, the cumulative shortfall is carried forward to the next accounting period and has to be made up before an incentive fee becomes payable. To the extent that the total return exceeds the threshold over the relevant period, a performance fee will be paid to the Manager of an amount equal to 20 per cent. of the excess. 

As at 31 December 2017, the total return since 1 January 2007 for Ordinary Shares was 136.8 pence and the total return since 6 April 2010 for the former D Shares was 148.5 pence, and the hurdle was 170.2 pence for Ordinary Shares and 150.3 pence for the former D Shares.

Any performance fee payable will be calculated based on the above hurdles, escalating at 6.5p per annum, and in respect of the relevant proportion of that share class' share of the Company's net assets as at 31 December 2014.

There was no management performance incentive fee payable during the year (2016: nil).

Investment and co-investment
The Company co-invests with other Albion Capital Group LLP managed venture capital trusts and funds. Allocation of investments is on the basis of an allocation agreement which is based, inter alia, on the ratio of funds available for investment.

Evaluation of the Manager
The Board has evaluated the performance of the Manager based on the returns generated by the Company, the continuing achievement of the 70 per cent. (80 per cent. from April 2018) qualifying holdings investment requirement for venture capital trust status, the long term prospects of the current portfolio of investments, a review of the Management agreement and the services provided therein, and benchmarking the performance of the Manager to other service providers including the performance of other VCTs that the Manager is responsible for managing. The Board believes that it is in the interests of shareholders as a whole, and of the Company, to continue the appointment of the Manager for the forthcoming year.

Alternative Investment Fund Managers Directive ("AIFMD")
The Board appointed Albion Capital Group LLP as the Company's AIFM as required by the AIFMD.

Social and community issues, employees and human rights
The Board recognises the requirement under section 414C of the Act to detail information about social and community issues, employees and human rights; including any policies it has in relation to these matters and effectiveness of these policies. As an externally managed investment company with no employees, the Company has no policies in these matters and as such these requirements do not apply.

General Data Protection Regulation
The General Data Protection Regulation ("GDPR") is effective from 25 May 2018 with the objective of unifying data privacy requirements across the European Union. The Manager, Albion Capital Group LLP, is undertaking a data audit to identify personal data to ensure compliance with GDPR by the effective date.

Further policies
The Company has adopted a number of further policies relating to:

and these are set out in the Directors' report on pages 29 and 30 of the full Annual Report and Financial Statements.

Share buy-back policy
It remains the Board's primary objective to maintain sufficient resources for investment in existing and new portfolio companies and for the continued payment of dividends to shareholders. The Board's policy is to buy back shares in the market, subject to the overall constraint that such purchases are in the Company's interest.

It is the Board's intention for such buy-backs to be in the region of a 5 per cent. discount to net asset value, so far as market conditions and liquidity permit.

Further details of shares bought back during the year ended 31 December 2017 can be found in note 15 of the Financial Statements.

Risk management
The Board carries out a regular review of the risk environment in which the Company operates. The principal risks and uncertainties of the Company as identified by the Board and how they are managed are as follows:

Risk Possible consequence  Risk management
Investment and performance risk The risk of investment in poor quality assets, which could reduce the capital and income returns to shareholders, and could negatively impact on the Company's current and future valuations.

 

By nature, smaller unquoted businesses, such as those that qualify for venture capital trust purposes, are more fragile than larger, long established businesses.

 
To reduce this risk, the Board places reliance upon the skills and expertise of the Manager and its track record over many years of making successful investments in this segment of the market. In addition, the Manager operates a formal and structured investment appraisal and review process, which includes an Investment Committee, comprising investment professionals from the Manager and at least one external investment professional. The Manager also invites and takes account of comments from non-executive Directors of the Company on matters discussed at the Investment Committee meetings. Investments are actively and regularly monitored by the Manager (investment managers normally sit on portfolio company boards), including the level of diversification in the portfolio, and the Board receives detailed reports on each investment as part of the Manager's report at quarterly board meetings.
VCT approval risk The Company must comply with section 274 of the Income Tax Act 2007 which enables its investors to take advantage of tax relief on their investment and on future returns. Breach of any of the rules enabling the Company to hold VCT status could result in the loss of that status.

 
To reduce this risk, the Board has appointed the Manager, which has a team with significant experience in venture capital trust management, used to operating within the requirements of the venture capital trust legislation. In addition, to provide further formal reassurance, the Board has appointed Philip Hare & Associates LLP as its taxation adviser, who report quarterly to the Board to independently confirm compliance with the venture capital trust legislation, to highlight areas of risk and to inform on changes in legislation. Each investment in a new portfolio company is also pre-cleared with H.M. Revenue & Customs or our professional advisers.
Regulatory and compliance risk The Company is listed on The London Stock Exchange and is required to comply with the rules of the UK Listing Authority, as well as with the Companies Act, Accounting Standards and other legislation. Failure to comply with these regulations could result in a delisting of the Company's shares, or other penalties under the Companies Act or from financial reporting oversight bodies.

 
Board members and the Manager have experience of operating at senior levels within or advising quoted companies. In addition, the Board and the Manager receive regular updates on new regulation from its auditor, lawyers and other professional bodies. The Company is subject to compliance checks through the Manager's compliance officer. The Manager reports monthly to its Board on any issues arising from compliance or regulation. These controls are also reviewed as part of the quarterly Board meetings, and also as part of the review work undertaken by the Manager's compliance officer. The report on controls is also evaluated by the internal auditors.
Operational and internal control risk The Company relies on a number of third parties, in particular the Manager, for the provision of investment management and administrative functions. Failures in key systems and controls within the Manager's business could put assets of the Company at risk or result in reduced or inaccurate information being passed to the Board or to shareholders. The Company and its operations are subject to a series of rigorous internal controls and review procedures exercised throughout the year.

The Audit Committee reviews the Internal Audit Reports prepared by the Manager's internal auditors, PKF Littlejohn LLP and has access to the internal audit partner of PKF Littlejohn LLP to provide an opportunity to ask specific detailed questions in order to satisfy itself that the Manager has strong systems and controls in place including those in relation to business continuity. 

In addition, the Board regularly reviews the performance of its key service providers, particularly the Manager, to ensure they continue to have the necessary expertise and resources to deliver the Company's investment objective and policies. The Manager and other service providers have also demonstrated to the Board that there is no undue reliance placed upon any one individual.
Economic and political risk Changes in economic conditions, including, for example, interest rates, rates of inflation, industry conditions, competition, political and diplomatic events and other factors could substantially and adversely affect the Company's prospects in a number of ways.

 
The Company invests in a diversified portfolio of companies across a number of industry sectors and in addition often invests a mixture of equity and secured loan stock in portfolio companies and has a policy of not normally permitting any external bank borrowings within portfolio companies.

 

At any given time, the Company has sufficient cash resources to meet its operating requirements, including share buy-backs and follow on investments.
Market value of Ordinary shares The market value of Ordinary shares can fluctuate. The market value of an Ordinary share, as well as being affected by its net asset value and prospective net asset value, also takes into account its dividend yield and prevailing interest rates. As such, the market value of an Ordinary share may vary considerably from its underlying net asset value. The market prices of shares in quoted investment companies can, therefore, be at a discount or premium to the net asset value at different times, depending on supply and demand, market conditions, general investor sentiment and other factors. Accordingly the market price of the Ordinary shares may not fully reflect their underlying net asset value. The Company operates a share buy-back policy, which is designed to limit the discount at which the Ordinary shares trade to around 5 per cent to net asset value, by providing a purchaser through the Company in absence of market purchasers.  From time to time buy-backs cannot be applied, for example when the Company is subject to a close period, or if it were to exhaust any buy-back authorities.

New Ordinary shares are issued at sufficient premium to net asset value to cover the costs of issue and to avoid asset value dilution to existing investors.
Reputational risk The Company relies on the judgement and reputation of the Manager which is itself subject to the risk of loss. The Board regularly questions the Manager on its ethics, procedures, safeguards and investment philosophy, which should consequently result in the risk to reputation being minimised.

Viability statement
In accordance with the FRC UK Corporate Governance Code published in 2016 and principle 21 of the AIC Code of Corporate Governance, the Directors have assessed the prospects of the Company over three years to 31 December 2020. The Directors believe that three years is a reasonable period in which they can assess the future of the Company to continue to operate and meet its liabilities as they fall due and is also the period used by the Board in the strategic planning process and is considered reasonable for a business of our nature and size. The three year period is also considered the most appropriate given the forecasts that the Board require from the Manager, and the estimated timelines for finding, assessing and completing investments.

The Directors have carried out a robust assessment of the principal risks facing the Company as explained above, including those that could threaten its business model, future performance, solvency or liquidity. The Board also considered the risk management processes in place to avoid or reduce the impact of the underlying risks. The Board focused on the major factors which affect the economic, regulatory and political environment. The Board deliberated over the importance of the Manager and the processes that they have in place for dealing with the principal risks.

The Board assessed the ability of the Company to raise finance and deploy capital. The portfolio is well balanced and geared towards long term growth, delivering dividends and capital growth to shareholders. In assessing the prospects of the Company, the Directors have considered the cash flow by looking at the Company's income and expenditure projections and funding pipeline over the assessment period of three years and they appear realistic.

Taking into account the processes for mitigating risks, monitoring costs, share price discount, the Manager's compliance with the investment objective, policies and business model and the balance of the portfolio the Directors have concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the three year period to 31 December 2020.

This Strategic report of the Company for the year ended 31 December 2017 has been prepared in accordance with the requirements of section 414A of the Companies Act 2006 (the "Act"). The purpose of this report is to provide shareholders with sufficient information to enable them to assess the extent to which the Directors have performed their duty to promote the success of the Company in accordance with section 172 of the Act.

On behalf of the Board,

Geoffrey Vero
Chairman
29 March 2018

Responsibility statement

In preparing these Financial Statements for the year to 31 December 2017, the Directors of the Company, being Geoffrey Vero, Lyn Goleby, Ben Larkin and Patrick Reeve, confirm that to the best of their knowledge:

- summary financial information contained in this announcement and the full Annual Report and Financial Statements for the year ended 31 December 2017 for the Company have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (UK Accounting Standards and applicable law) and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Company for the year ended 31 December 2017 as required by DTR 4.1.12R;

- the Chairman's statement and Strategic report include a fair review of the information required by DTR 4.2.7R (indication of important events during the year ended 31 December 2017 and description of principal risks and uncertainties that the Company faces); and

- the Chairman's statement and Strategic report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties transactions and changes therein).

A detailed "Statement of Directors' responsibilities" is contained on page 33 within the full audited Annual Report and Financial Statements.

By Order of the Board

Geoffrey Vero
Chairman
29 March 2018

Income statement

       
    Year ended 31 December 2017 Year ended 31 December 2016
    Revenue Capital Total Revenue Capital Total
  Note £'000 £'000 £'000 £'000 £'000 £'000
Gains on investments 3 - 5,514 5,514 - 2,911 2,911
Investment income 4 689 - 689 1,114 - 1,114
Investment management fees 5 (273) (818) (1,091) (239) (717) (956)
Other expenses 6 (221) - (221) (210) - (210)
Profit on ordinary activities before tax   195 4,696 4,891 665 2,194 2,859
Tax (charge)/credit on ordinary activities 8 (24) 24 - (116) 119 3
Profit and total comprehensive income attributable to shareholders   171 4,720 4,891 549 2,313 2,862
Basic and diluted return per share (pence)* 10 0.2 7.0 7.2 0.9 3.8 4.7

* excluding treasury shares                  

The accompanying notes form an integral part of these Financial Statements.

The total column of this Income statement represents the profit and loss account of the Company. The supplementary revenue and capital columns have been prepared in accordance with The Association of Investment Companies' Statement of Recommended Practice.

Balance sheet  

     

31 December 2017
31 December 2016
  Note £'000 £'000
       
Fixed asset investments 11 42,291 33,798
       
Current assets      
Trade and other receivables less than one year 13 477 441
Cash and cash equivalents   10,955 10,153
    11,432 10,594
       
Total assets   53,723 44,392
       
Creditors: amounts falling due within one year      
Trade and other payables less than one year 14 (377) (307)
       
Total assets less current liabilities   53,346 44,085
       
Equity attributable to equityholders      
Called up share capital 15 801 689
Share premium   25,704 17,886
Capital redemption reserve   12 12
Unrealised capital reserve   10,892 7,253
Realised capital reserve   5,844 4,763
Other distributable reserve   10,093 13,482
Total equity shareholders' funds   53,346 44,085
       
Basic and diluted net asset value per share (pence)* 16 73.8 70.7

* excluding treasury shares

The accompanying notes form an integral part of these Financial Statements.

These Financial Statements were approved by the Board of Directors, and authorised for issue on 29 March 2018 and were signed on its behalf by

Geoffrey Vero
Chairman
Company number: 03654040
Statement of changes in equity

  Called up share
capital
Share premium Capital redemption reserve Unrealised capital reserve Realised capital reserve* Other distributable reserve* Total
  £'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 1 January 2017 689 17,886 12 7,253 4,763 13,482 44,085
Profit and total comprehensive income for the period - - - 4,691 29 171 4,891
Transfer of unrealised gains on disposal or write off of investments  - - - (1,052) 1,052 - -
Purchase of shares for treasury - - - - - (855) (855)
Issue of equity 112 8,005 - - - - 8,117
Cost of issue of equity - (187) - - - - (187)
Dividends paid - - - - - (2,705) (2,705)
As at 31 December 2017 801 25,704 12 10,892 5,844 10,093 53,346
As at 1 January 2016 600 11,652 12 4,883 4,820 16,933 38,900
Profit and total comprehensive income for the period - - - 1,690 623 549 2,862
Transfer of unrealised losses on disposal or write off of investments  - - - 680 (680) - -
Purchase of shares for treasury - - - - - (864) (864)
Issue of equity 89 6,389 - - - - 6,478
Cost of issue of equity - (155) - - - - (155)
Dividends paid - - - - - (3,136) (3,136)
As at 31 December 2016 689 17,886 12 7,253 4,763 13,482 44,085

* These reserves amount to £15,937,000 (2016: £18,245,000) which is considered distributable.

Statement of cash flows

   

Year ended
31 December 2017
£'000
Year ended
31 December 2016
£'000
Cash flow from operating activities    
Loan stock income received 647 767
Deposit interest received 7 96
Dividend income received 72 74
Investment management fees paid (1,039) (926)
Other cash payments (217) (217)
Corporation tax received/(paid) 3 (20)
Net cash flow from operating activities (527) (226)
     
Cash flow from investing activities    
Purchase of fixed asset investments (6,787) (2,715)
Disposal of fixed asset investments 3,746 3,797
Net cash flow from investing activities (3,041) 1,082
     
Cash flow from financing activities    
Issue of share capital 7,503 5,820
Cost of issue of shares (3) -
Equity dividends paid (2,275) (2,631)
Purchase of own shares (including costs) (855) (864)
Net cash flow from financing activities 4,370 2,325
     
Increase in cash and cash equivalents 802 3,181
Cash and cash equivalents at start of period 10,153 6,972
Cash and cash equivalents at end of period 10,955 10,153
     
Cash and cash equivalents comprise:    
Cash at bank and in hand 10,955 10,153
Cash equivalents - -
Total cash and cash equivalents 10,955 10,153

Notes to the Financial Statements

1. Basis of preparation
The Financial Statements have been prepared in accordance with the historical cost convention, modified to include the revaluation of investments, in accordance with applicable United Kingdom law and accounting standards, including Financial Reporting Standard 102 ("FRS 102"), and with the 2014 Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" ("SORP") issued by The Association of Investment Companies ("AIC").

The preparation of the Financial Statements requires management to make judgements and estimates that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The most critical estimates and judgements relate to the determination of carrying value of investments at Fair Value Through Profit and Loss ("FVTPL"). The Company values investments by following the International Private Equity and Venture Capital Valuation Guidelines ("IPEVCV") Guidelines and further detail on the valuation techniques used are in note 2 below.

Company information is shown on page 2 of the full Annual Report and Financial Statements.

2. Accounting policies
Fixed asset investments
The Company's business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth. This portfolio of financial assets is managed and its performance evaluated on a fair value basis, in accordance with a documented investment policy, and information about the portfolio is provided internally on that basis to the Board.

In accordance with the requirements of FRS 102, those undertakings in which the Company holds more than 20 per cent. of the equity as part of an investment portfolio are not accounted for using the equity method. In these circumstances the investment is measured at FVTPL.

Upon initial recognition (using trade date accounting) investments, including loan stock, are classified by the Company as FVTPL and are included at their initial fair value, which is cost (excluding expenses incidental to the acquisition which are written off to the Income statement).

Subsequently, the investments are valued at 'fair value', which is measured as follows:

Investments are recognised as financial assets on legal completion of the investment contract and are de-recognised on legal completion of the sale of an investment.

Dividend income is not recognised as part of the fair value movement of an investment, but is recognised separately as investment income through the other distributable reserve when a share becomes ex-dividend.

Debtors, creditors and cash are carried at amortised cost, in accordance with FRS 102. There are no financial liabilities other than creditors.

Investment income
Equity income
Dividend income is included in revenue when the investment is quoted ex-dividend.

Unquoted loan stock and other preferred income
Fixed returns on non-equity shares and debt securities are recognised when the Company's right to receive payment and expect settlement is established. Where interest is rolled up and/or payable at redemption then it is recognised as income unless there is reasonable doubt as to its receipt.

Bank interest income
Interest income is recognised on an accruals basis using the rate of interest agreed with the bank.

Investment management fees and other expenses
All expenses have been accounted for on an accruals basis. Expenses are charged through the other distributable reserve except the following which are charged through the realised capital reserve:

Performance incentive fee                                           
In the event that a performance incentive fee crystallises, the fee will be allocated between other distributable and realised capital reserves based upon the proportion to which the calculation of the fee is attributable to revenue and capital returns.

Taxation
Taxation is applied on a current basis in accordance with FRS 102. Current tax is tax payable (refundable) in respect of the taxable profit (tax loss) for the current period or past reporting periods using the tax rates and laws that have been enacted or substantively enacted at the financial reporting date. Taxation associated with capital expenses is applied in accordance with the SORP.

Deferred tax is provided in full on all timing differences at the reporting date. Timing differences are differences between taxable profits and total comprehensive income as stated in the Financial Statements that arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the Financial Statements. As a VCT the Company has an exemption from tax on capital gains. The Company intends to continue meeting the conditions required to obtain approval as a VCT in the foreseeable future. The Company therefore, should have no material deferred tax timing differences arising in respect of the revaluation or disposal of investments and the Company has not provided for any deferred tax.

Reserves
Share premium
This reserve accounts for the difference between the price paid for the Company's shares and the nominal value of those shares, less issue costs and transfers to the other distributable reserve.

Capital redemption reserve
This reserve accounts for amounts by which the issued share capital is diminished through the repurchase and cancellation of the Company's own shares.

Unrealised capital reserve
Increases and decreases in the valuation of investments held at the year end against cost are included in this reserve.

Realised capital reserve
The following are disclosed in this reserve:

Other distributable reserve
The special reserve, treasury share reserve and the revenue reserve were combined in 2012 to form a single reserve named other distributable reserve.

This reserve accounts for movements from the revenue column of the Income statement, the payment of dividends, the buy-back of shares and other non-capital realised movements.

Dividends
Dividends by the Company are accounted for in the period in which the dividend is paid or approved at the Annual General Meeting.

Segmental reporting
The Directors are of the opinion that the Company is engaged in a single operating segment of business, being investment in equity and debt in smaller companies principally based in the UK.

3. Gains on investments

  Year ended
31 December 2017
£'000
Year ended
 31 December 2016
£'000
Unrealised gains on fixed asset investments 4,691 1,690
Realised gains on fixed asset investments 823 1,221
  5,514 2,911

4. Investment income

     
  Year ended
31 December 2017
£'000
Year ended
 31 December 2016
£'000
Income recognised on investments    
Loan stock interest and other fixed returns 611 949
UK dividend income 72 74
Bank deposit interest 6 91
  689 1,114

No interest income was earned on impaired investments during the year (2016: £42,000).

5. Investment management fees

   

Year ended
31 December 2017
£'000
Year ended
 31 December 2016
£'000
Investment management fee charged to revenue 273 239
Investment management fee charged to capital 818 717
  1,091 956

Further details of the Management agreement under which the investment management fee is paid are given in the Strategic report.

During the year, services of a total value of £1,091,000 (2016: £956,000) were purchased by the Company from Albion Capital Group LLP in respect of management fees. At the financial year end, the amount due to Albion Capital Group LLP in respect of these services disclosed as accruals was £300,000 (2016: £248,000).

During the year, the Company was not charged by Albion Capital Group LLP in respect of Patrick Reeve's services as a Director (2016: £nil).

Albion Capital Group LLP, its Partners and staff (including Patrick Reeve) hold 492,350 Ordinary shares in the Company.

Albion Capital Group LLP is, from time to time, eligible to receive transaction fees and monitoring fees from portfolio companies. During the year ended 31 December 2017, fees of £222,000 attributable to the investments of the Company were received by Albion Capital Group LLP pursuant to these arrangements (2016: £150,000).

6. Other expenses

   

Year ended
31 December 2017
£'000
 

Year ended
 31 December 2016
£'000
 

Directors' fees (including NIC)
82 76
Auditor's remuneration for statutory audit services (excluding VAT) 28 26
Other administrative expenses 111 108
  221 210

7. Directors' fees
The amounts paid to the Directors during the year are as follows:

  Year ended
31 December 2017
£'000
Year ended
 31 December 2016
£'000
 

Directors' fees
74 71
National insurance 8 5
  82 76

The Company's key management personnel are the Directors. Further information regarding Directors' remuneration can be found in the Directors' remuneration report on pages 39 to 41 of the full Annual Report and Financial Statements.

8. Tax on ordinary activities

     
  Year ended
31 December 2017
£'000
Year ended
 31 December 2016
£'000
 

UK corporation tax charge in respect of current year
- -
UK corporation tax credit in respect of prior years - (3)
  - (3)

Factors affecting the tax charge:

     
  Year ended
31 December 2017
£'000
Year ended
 31 December 2016
£'000
 

Return on ordinary activities before taxation
4,891 2,859
     
Tax charge on profit at the average companies rate of 19.25 per cent.
(2016: 20 per cent.)
942 572
     
Factors affecting the charge:    
Non-taxable gains (1,061) (582)
Income not taxable (14) (15)
Excess management expenses carried forward 133 25
Adjustment in respect of prior years - (3)
  - (3)

The tax (credit)/charge for the year shown in the Income statement is lower than the average companies rate of corporation tax in the UK of 19.25 per cent. (2016: 20 per cent.). The differences are explained above.

Consortium relief is recognised in the accounts in the period in which the claim is submitted to HMRC and is shown as tax in respect of prior years.

Notes
(i)         Venture Capital Trusts are not subject to corporation tax on capital gains.
(ii)         Tax relief on expenses charged to capital has been determined by allocating tax relief to expenses by reference to the applicable corporation tax rate and allocating the relief between revenue and capital in accordance with the SORP.
(iii)        The Company has excess management expenses of £814,000 (2016: £123,000) that are available for offset against future profits. A deferred tax asset of £138,000 (2016: £25,000) has not been recognised in respect of these losses as they will be recoverable only to the extent that the Company has sufficient future taxable profits.

9. Dividends

  Year ended
31 December 2017
Year ended
31 December 2016
  £'000 £'000
Dividend of 2.5p per Ordinary share paid on 31 May 2016 - 1,572
Dividend of 2.5p per Ordinary share paid on 30 September 2016 - 1,564
Dividend of 2.0p per Ordinary share paid on 31 May 2017 1,357 -
Dividend of 2.0p per Ordinary share paid on 29 September 2017 1,355 -
Unclaimed dividends (7) -
  2,705 3,136

In addition to the dividends summarised above, the Board has declared a first dividend of 2.0 pence per Ordinary share for the year ending 31 December 2018, payable on 31 May 2018 to shareholders on the register on 4 May 2018. The total dividend will be approximately £1,484,000.

10. Basic and diluted return per share

    Year ended 31 December 2017 Year ended 31 December 2016
  Revenue Capital Total Revenue Capital Total
             
Profit attributable to equity shares (£'000) 171 4,720 4,891 549 2,313 2,862
Weighted average shares in issue (excluding treasury shares)    

67,848,906
  61,380,295
Return attributable per equity share (pence) 0.2 7.0 7.2 0.9 3.8 4.7

The weighted average number of Ordinary shares is calculated excluding the treasury shares of 7,818,700 (2016: 6,556,700).

There are no convertible instruments, derivatives or contingent share agreements in issue so basic and diluted return per share are the same.

11. Fixed asset investments

  31 December 2017
£'000
31 December 2016
£'000
Investments held at fair value through profit or loss    
Unquoted equity and preference shares 23,491 15,322
Unquoted loan stock 18,618 18,172
Quoted equity 182 304
  42,291 33,798

  31 December 2017
£'000
31 December 2016
£'000
Opening valuation 33,798 31,565
Purchases at cost 7,655 2,715
Disposal proceeds (4,609) (3,575)
Realised gains 823 1,221
Movement in loan stock accrued income (67) 182
Unrealised gains 4,691 1,690
Closing valuation 42,291 33,798
     
Movement in loan stock accrued income    
Opening accumulated movement in loan stock accrued income 424 242
Movement in loan stock accrued income (67) 182
Closing accumulated movement in loan stock accrued income 357 424
     
Movement in unrealised gains    
Opening accumulated unrealised gains 7,077 4,706
Transfer of previously unrealised gains to realised reserve on disposal of investments (1,235) (540)
Transfer of previously unrealised losses to realised reserves on investments written off but still held 183 1,221
Movement in unrealised gains 4,691 1,690
Closing accumulated unrealised gains 10,716 7,077
     
Historic cost basis    
Opening book cost 26,297 26,614
Purchases at cost 7,655 2,715
Sales at cost (2,551) (1,812)
Cost of investments written off but still held (183) (1,221)
Closing book cost 31,218 26,297

Purchases and disposals detailed above do not agree to the Statement of cash flows due to restructuring of investments, conversion of convertible loan stock and settlement debtors and creditors.

The Company does not hold any assets as the result of the enforcement of security during the period, and believes that the carrying values for both impaired and past due assets are covered by the value of security held for these loan stock investments.

Unquoted fixed asset investments are valued at fair value in accordance with the IPEVCV guidelines as follows:

Valuation methodology 31 December 2017
£'000
31 December 2016
£'000
Cost and price of recent investment (reviewed for impairment or uplift) 15,337 8,304
Third party valuation - discounted cash flow 9,636 9,226
Third party valuation - earnings multiple 7,460 6,786
Revenue multiple 7,136 5,195
Net assets 2,268 1,909
Earnings multiple 272 1,916
Discount to third party offer - 158
  42,109 33,494

Fair value investments had the following movements between valuation methodologies between 31 December 2016 and 31 December 2017:

Change in valuation methodology (2016 to 2017) Value as at 31 December 2017
£'000
Explanatory note
     
Revenue multiple to price of recent investment 3,216 Recent external funding round
Price of recent investment to revenue multiple 129 More relevant valuation methodology
     

The valuation will be the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the IPEVCV Guidelines. The Directors believe that, within these parameters, there are no other possible methods of valuation which would be reasonable as at 31 December 2017.

FRS 102 and the SORP requires the Company to disclose the inputs to the valuation methods applied to its investments measured at fair value through profit or loss in a fair value hierarchy. The table below sets out fair value hierarchy definitions using FRS102 s.11.27.

Fair value hierarchy Definition
Level 1 Unadjusted quoted prices in an active market
Level 2

 
Inputs to valuations are from observable sources and are directly or indirectly derived from prices
Level 3

 
Inputs to valuations not based on observable market data

Quoted investments are valued according to Level 1 valuation methods. Unquoted equity, preference shares and loan stock are all valued according to Level 3 valuation methods.

Investments held at fair value through profit or loss (Level 3) had the following movements:

     
  31 December 2017 31 December 2016
  Equity Loan stock Total Equity Loan stock Total
  £'000 £'000 £'000 £'000 £'000 £'000
Opening balance 15,322 18,172 33,494 13,777 17,394 31,171
Additions 5,120 2,535 7,655 1,775 940 2,715
Disposals (2,587) (2,022) (4,609) (1,896) (1,679) (3,575)
Accrued loan stock interest - (67) (67) - 182 182
Realised gains/(losses) 842 (19) 823 675 546 1,221
Debt/equity swap and restructurings 393 (393) - 5 (5) -
Unrealised gains 4,401 412 4,813 986 793 1,779
Closing balance 23,491 18,618 42,109 15,322 18,172 33,494
             

FRS 102 requires the Directors to consider the impact of changing one or more of the inputs used as part of the valuation process to reasonable possible alternative assumptions.  69 per cent. of the portfolio of investments is based on cost, recent investment price or is loan stock, and as such the Board considers that the assumptions used for their valuations are the most reasonable. The Directors believe that changes to reasonable possible alternative assumptions (by adjusting the revenue and earnings multiples) for the valuations of the remainder of the portfolio companies could result in an increase in the valuation of investments by £816,000 or a decrease in the valuation of investments by £698,000. For valuations based on earnings and revenue multiples, the Board considers that the most significant input is the price/earnings ratio; for valuations based on third party valuations, the Board considers that the most significant inputs are price/earnings ratio, discount factors and market values for buildings; which have been adjusted to drive the above sensitivities.

12. Significant interests
The principal activity of the Company is to select and hold a portfolio of investments in unquoted securities. Although the Company, through the Manager, will, in some cases, be represented on the board of the portfolio company, it will not take a controlling interest or become involved in the management. The size and structure of the companies with unquoted securities may result in certain holdings in the portfolio representing a participating interest without there being any partnership, joint venture or management consortium agreement. The investments listed below are held as part of an investment portfolio and therefore, as permitted by FRS 102 section 9.9B, they are measured at fair value through profit and loss and not consolidated as subsidiaries.

The Company has interests of greater than 20 per cent. of the nominal value of any class of the allotted shares in the portfolio companies as at 31 December 2017 as described below:

Company Registered postcode Profit/(loss) before tax £'000 Net assets/
(liabilities) £'000
Result for year ended Principal activity % class and share type % total voting rights held by the Company
Albion Investment Properties Limited EC2R 7AF, UK n/a* (767) 31 December 2016 Former owner of residential property 68.2% A Ordinary 68.2%
               

* The company files filleted accounts which does not disclose this information.

13. Current assets

Trade and other receivables less than one year 31 December 2017 31 December 2016
  £'000 £'000
Prepayments and accrued income 16 15
Corporation tax receivable - 3
Other debtors 461 423
  477 441

14. Creditors: amounts falling due within one year

   31 December 2017 31 December 2016
  £'000 £'000
Accruals and deferred income 369 303
Trade creditors 8 4
  377 307

15. Called up share capital

     
Allotted, called up and fully paid shares:   £'000  
68,883,574 Ordinary shares of 1 penny each at 31 December 2016 689  
11,251,985 Ordinary shares of 1 penny each issued during the year 112  
80,135,559 Ordinary shares of 1 penny each at 31 December 2017 801  
6,556,700 Ordinary shares of 1 penny each held in treasury at 31 December 2016 (66)  
1,262,000 Ordinary shares of 1 penny each purchased during the year to be held in treasury (12)  
7,818,700 Ordinary shares of 1 penny each held in treasury at 31 December 2017 (78)  
Voting rights of 72,316,859 Ordinary shares of 1 penny each at 31 December 2017 723  

The Company purchased 1,262,000 Ordinary shares (2016: 1,299,000) at a cost of £855,000 including stamp duty (2016: £864,000) to be held in treasury during the year to 31 December 2017. Total share buy backs in 2017 represents 1.6 per cent. (2016: 1.9 per cent.) of called-up share capital as at 31 December 2017.

The Company holds a total of 7,818,700 shares (2016: 6,556,700) in treasury representing 9.8 per cent. (2016: 9.5 per cent.) of the issued Ordinary share capital at 31 December 2017.

Under the terms of the Dividend Reinvestment Scheme, the following new Ordinary shares of nominal value 1 penny each were allotted during the year:


Date of allotment
Number of shares allotted Aggregate nominal value of shares (£'000) Issue price (pence per share) Net invested (£'000) Opening market price on allotment date (pence per share)
31 May 2017 298,848 3 72.0 214 68.5
29 September 2017 311,615 3 69.3 214 68.5
  610,463 6   428  

Under the terms of the Albion VCTs Prospectus Top Up Offers 2016/2017, the following new Ordinary shares of nominal value 1 penny each, were allotted during the year:

Date of allotment Number of shares allotted Aggregate nominal value of shares (£'000) Issue price (pence per share) Net consideration received (£'000) Opening market price on allotment date (pence per share)
31 January 2017 1,203,858 12 70.4 831 64.8
31 January 2017 621,281 6 70.7 428 64.8
31 January 2017 3,549,732 36 71.1 2,448 64.8
7 April 2017 20,981 - 72.2 15 67.5
7 April 2017 26,227 - 72.6 18 67.5
7 April 2017 200,424 2 72.9 142 67.5
  5,622,503 56   3,882  

Albion VCTs Prospectus Top Up Offers 2017/18

On 6 September 2017 the Company announced the publication of a prospectus in relation to an offer for subscription for new Ordinary shares. A Securities Note, which forms part of the prospectus, has been sent to shareholders. Under the terms of the offer, the following new Ordinary shares of nominal value 1 penny each were allotted during the year.

 

 

 

Date of allotment
Number of shares allotted Aggregate nominal value of shares
(£'000)
Issue price
(pence per share)
Net consideration received
(£'000)
 

Opening market price on allotment
(pence per share)
17 November 2017 1,917,314 19 73.2 1,382 68.5
17 November 2017 744,376 7 73.6 537 68.5
17 November 2017 2,357,329 24 74.0 1,701 68.5
  5,019,019 50   3,620  

16. Basic and diluted net asset value per share

    31 December 2017 (pence per share) 31 December 2016 (pence per share)
Basic and diluted net asset value per Ordinary share   73.8 70.7

The basic and diluted net asset values per share at the year end are calculated in accordance with the Articles of Association and are based upon total shares in issue (less treasury shares) of 72,316,859 Ordinary shares as at 31 December 2017 (2016: 62,326,874).

17. Capital and financial instruments risk management
The Company's capital comprises Ordinary shares as described in note 15. The Company is permitted to buy back its own shares for cancellation or treasury purposes, and this is described in more detail on page 8 of the full Annual Report and Financial Statements.

The Company's financial instruments comprise equity and loan stock investments in quoted and unquoted companies, cash balances and debtors and creditors which arise from its operations. The main purpose of these financial instruments is to generate cashflow and revenue and capital appreciation for the Company's operations. The Company has no gearing or other financial liabilities apart from short term creditors. The Company does not use any derivatives for the management of its Balance sheet.

The principal risks arising from the Company's operations are:

The Board regularly reviews and agrees policies for managing each of these risks. There have been no changes in the nature of the risks that the Company has faced during the past year, and apart from where noted below, there have been no changes in the objectives, policies or processes for managing risks during the past year. The key risks are summarised below.

Investment risk
As a venture capital trust, it is the Company's specific nature to evaluate and control the investment risk of its portfolio in quoted and unquoted investments, details of which are shown on pages 20 and 21 of the full Annual Report and Financial Statements. Investment risk is the exposure of the Company to the revaluation and devaluation of investments. The main driver of investment risk is the operational and financial performance of the portfolio company and the dynamics of market quoted comparators. The Manager receives management accounts from portfolio companies and members of the investment management team often sit on the boards of unquoted portfolio companies; this enables the close identification, monitoring and management of investment risk.

The Manager and the Board formally review investment risk (which includes market price risk), both at the time of initial investment and at quarterly Board meetings.

The Board monitors the prices at which sales of investments are made to ensure that profits to the Company are maximised, and that valuations of investments retained within the portfolio appear sufficiently prudent and realistic compared to prices being achieved in the market for sales of unquoted investments.

The maximum investment risk as at the Balance sheet date is the value of the fixed asset investment portfolio which is £42,291,000 (2016: £33,798,000). Fixed asset investments form 79 per cent. of net asset value as at 31 December 2017 (2016: 77 per cent.).

More details regarding the classification of fixed asset investments are shown in note 11.

Investment price risk
Investment price risk is the risk that the fair value of future investment cash flows will fluctuate due to factors specific to an investment instrument or to a market in similar instruments. To mitigate the investment price risk for the Company as a whole, the strategy of the Company is to invest in a broad spread of industries with up to two-thirds of the unquoted investments comprising debt securities, which, owing to the structure of their yield and the fact that they are usually secured, have a lower level of price volatility than equity. Details of the industries in which investments have been made are contained in the Portfolio of investments section on pages 20 and 21 of the full Annual Report and Financial Statements and in the Strategic report.

Valuations are based on the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the IPEVCV Guidelines.

As required under FRS 102 section 34.29, the Board is required to illustrate by way of a sensitivity analysis the degree of exposure to market risk. The Board considers that the value of the fixed asset investment portfolio is sensitive to a 10 per cent. change based on the current economic climate. The impact of a 10 per cent. change has been selected as this is considered reasonable given the current level of volatility observed both on a historical basis and future expectations.

The sensitivity of a 10 per cent. (2016: 10 per cent.) increase or decrease in the valuation of the fixed asset investments (keeping all other variables constant) would increase or decrease the net asset value and return for the year by £4,229,100 (2016: £3,379,800).

Interest rate risk
The Company is exposed to fixed and floating rate interest rate risk on its financial assets through the effect of interest rate changes. On the basis of the Company's analysis, it is estimated that a rise of 1 per cent. in all interest rates would have increased total return before tax for the year by approximately £101,000 (2016: £89,000).  Furthermore, it is considered that a fall of interest rates below current levels during the year would have been very unlikely.

The weighted average effective interest rate applied to the Company's fixed rate assets during the year was approximately 4.3 per cent. (2016: 6.2 per cent.). The weighted average period to maturity for the fixed rate assets is approximately 5.1 years (2016: 5.9 years).

The Company's financial assets and liabilities, all denominated in pounds sterling, consist of the following:

     
  31 December 2017 31 December 2016
   

Fixed rate £'000
Floating rate
£'000
Non-interest bearing
£'000
Total
£'000
 

Fixed rate £'000
Floating rate
£'000
Non-interest bearing
£'000
Total
£'000
 

Unquoted equity
- - 23,491 23,491 - - 15,322 15,322
Quoted equity - - 182 182 - - 304 304
Unquoted loan stock 17,576 210 832 18,618 17,345 209 618 18,172
Debtors* - - 462 462 - - 423 423
Current liabilities - - (377) (377) - - (307) (307)
Cash - 10,955 - 10,955 - 10,153 - 10,153
Total 17,576 11,165 24,590 53,331 17,345 10,362 16,360 44,067

*The debtors do not reconcile to the Balance sheet as prepayments and tax refundable are not included in the above table.

Credit risk
Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The Company is exposed to credit risk through its debtors, investment in unquoted loan stock, and through the holding of cash on deposit with banks.

The Manager evaluates credit risk on loan stock and other similar instruments prior to investment, and as part of its ongoing monitoring of investments. In doing this, it takes into account the extent and quality of any security held. Typically loan stock instruments have a first fixed charge or a fixed and floating charge over the assets of the portfolio company in order to mitigate the gross credit risk. The Manager receives management accounts from portfolio companies, and members of the investment management team often sit on the boards of unquoted portfolio companies; this enables the close identification, monitoring and management of investment-specific credit risk.

The Manager and the Board formally review credit risk (including debtors) and other risks, both at the time of initial investment and at quarterly Board meetings.

The Company's total gross credit risk at 31 December 2017 was limited to £18,618,000 (2016: £18,172,000) of unquoted loan stock instruments (all are secured on the assets of the portfolio company), £10,955,000 (2016: £10,153,000) of cash deposits with banks and £477,000 (2016: £441,000) of other debtors.

As at the Balance sheet date, the cash held by the Company is held with Lloyds Bank plc, Scottish Widows Bank plc (part of Lloyds Banking Group), Barclays Bank plc and National Westminster Bank plc. Credit risk on cash transactions is mitigated by transacting with counterparties that are regulated entities subject to prudential supervision, with high credit ratings assigned by international credit-rating agencies.

The Company has an informal policy of limiting counterparty banking exposure to a maximum of 20 per cent. of net asset value for any one counterparty.

The credit profile of unquoted loan stock is described under liquidity risk shown below.

The cost, impairment and carrying value of impaired loan stock in the portfolio held at fair value through profit and loss are as follows:

     
  31 December 2017 31 December 2016
  Cost
£'000
Impairment
£'000
Carrying value
£'000
Cost
£'000
Impairment
£'000
Carrying value
£'000
Impaired loan stock 1,846 (97) 1,749 2,987 (645) 2,342

Impaired loan stock instruments have a first fixed charge or a fixed and floating charge over the assets of the portfolio company and the Board consider the security value approximates to the carrying value.

Liquidity risk
Liquid assets are held as cash on current account, cash on deposit or short term money market account. Under the terms of its Articles, the Company has the ability to borrow up to 10 per cent. of its adjusted capital and reserves of the latest published audited Balance sheet, which amounts to £5,186,000 as at 31 December 2017 (2016: £4,273,000).

The Company had no committed borrowing facilities as at 31 December 2017 (2016: nil) and the Company had cash and fixed term deposit balances of £10,955,000 (2016: £10,153,000). The main cash outflows are for new investments, buy-back of shares and dividend payments, which are within the control of the Company. The Manager formally reviews the cash requirements of the Company on a monthly basis, and the Board on a quarterly basis, as part of its review of management accounts and forecasts. All of the Company's financial liabilities are short term in nature and total £377,000 (2016: £307,000).

The carrying value of loan stock investments, analysed by expected maturity dates is as follows:

  31 December 2017 31 December 2016
Redemption date Fully performing
£'000
Impaired
£'000
Past due
£'000
Total
£'000
Fully performing
£'000
Impaired
£'000
Past due
£'000
Total
£'000
Less than one year 3,343 843 1,366 5,552 3,946 1,351 634 5,931
1-2 years 615 830 502 1,947 1,035 968 243 2,246
2-3 years 1,835 76 467 2,378 777 - 221 998
3-5 years 3,351 - - 3,351 3,013 23 52 3,088
5 + years 4,379 - 1,011 5,390 4,214 - 1,695 5,909
Total 13,523 1,749 3,346 18,618 12,985 2,342 2,845 18,172

Loan stock can be past due as a result of interest or capital not being paid in accordance with contractual terms.

The average annual interest yield on the total cost of past due loan stock is 5.9 per cent. (2016: 8.4 per cent.).

In view of the availability of adequate cash balances and the repayment profile of loan stock investments, the Board considers that the Company is subject to low liquidity risk.

Fair values of financial assets and financial liabilities
All the Company's financial assets and liabilities as at 31 December 2017 are stated at fair value as determined by the Directors, with the exception of debtors and creditors and cash which are carried at amortised cost, in accordance with FRS 102. There are no financial liabilities other than creditors. The Company's financial liabilities are all non-interest bearing. It is the Directors' opinion that the book value of the financial liabilities is not materially different to the fair value and all are payable within one year.

18. Contingencies and commitments
As at 31 December 2017, the Company had no financial commitments (2016: £nil).

There were no contingent liabilities or guarantees given by the Company as at 31 December 2017 (2016: £nil).

19. Post balance sheet events
Since the year end, the Company had the following material investment transactions: 

Albion VCTs Prospectus Top Up Offers 2017/18

Under the terms of the Albion VCTs Prospectus Top Up Offers 2017/18, the following new Ordinary shares of nominal value 1 penny each were allotted since the year end:

Date of allotment Number of shares allotted Aggregate nominal value of shares (£'000) Issue price (pence per share) Net consideration received
(£'000)
Opening market price on allotment date (pence per share)
31 January 2018 1,903,510 190 74.0 1,373 68.5

The Company is currently engaged in the Albion VCTs Prospectus Top Up Offers 2017/18, and as announced on 26 February 2018, the Company reached its £6 million limit under the offer and is now closed.

20. Related party transactions
Other than transactions with the Manager as disclosed in note 5, there are no other related party transactions or balances requiring disclosure.

21. Other information
The information set out in this announcement does not constitute the Company's statutory accounts within the terms of section 434 of the Companies Act 2006 for the years ended 31 December 2017 and 31 December 2016, and is derived from the statutory accounts for those financial years, which have been, or in the case of the accounts for the year ended 31 December 2017, which will be, delivered to the Registrar of Companies. The Auditor reported on those accounts; the reports were unqualified and did not contain a statement under s498 (2) or (3) of the Companies Act 2006.

22. Publication
The full audited Annual Report and Financial Statements are being sent to shareholders and copies will be made available to the public at the registered office of the Company, Companies House, the National Storage Mechanism and also electronically at www.albion.capital/funds/AADV, where the Report can be accessed as a PDF document via a link in the 'Financial Reports and Circulars' section.


Investment portfolio by sector



This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Albion Development VCT PLC - Ordinary Shares via Globenewswire


Close


London Stock Exchange plc is not responsible for and does not check content on this Website. Website users are responsible for checking content. Any news item (including any prospectus) which is addressed solely to the persons and countries specified therein should not be relied upon other than by such persons and/or outside the specified countries. Terms and conditions, including restrictions on use and distribution apply.

 


Albion Development VCT PLC - Ordinary Shares : Annual Financial Report - RNS