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Kings Arms Yard VCT PLC  -  KAY   

Kings Arms Yard VCT PLC: Half-yearly report

Released 15:23 29-Aug-2017

Kings Arms Yard VCT PLC: Half-yearly report

LEI Code 213800DK8H27QY3J5R45

As required by the UK Listing Authority's Disclosure and Transparency Rule 4.2, Kings Arms Yard VCT PLC today makes public its information relating to the Half-yearly Financial Report (which is unaudited) for the six months to 30 June 2017. This announcement was approved by the Board of Directors on 29 August 2017.

The full Half-yearly Financial Report (which is unaudited) for the period to 30 June 2017, will shortly be sent to shareholders. Copies of the full Half-yearly Financial Report will be shown via the Albion Capital Group LLP website by clicking www.albion.capital/funds/KAY/30Jun2017.pdf.

Investment policy

The Company is a Venture Capital Trust. The investment policy is intended to produce a regular and predictable dividend stream with an appreciation in capital value as set out below.

  • The Company's investment policy is for approximately 50% of the portfolio to comprise of more stable, ungeared businesses, with the balance, other than funds retained for liquidity purposes, being invested in a portfolio of higher growth businesses across a variety of sectors of the UK economy including higher risk technology companies. The Company's investment portfolio is thus structured to provide a balance between income and capital growth for the longer term.
  • Portfolio companies do not normally have any external borrowings with a charge ranking ahead of the Company.
  • Funds held pending investment or for liquidity purposes are held as cash on deposit or similar instruments with banks or other financial institutions with high credit ratings assigned by international credit rating agencies.

Under its Articles of Association, the Company's maximum exposure in relation to gearing is restricted to its adjusted share capital and reserves.

In this way, 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 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.

Financial calendar

Record date for second dividend 6 October 2017
Payment date of second dividend 31 October 2017
Financial year end 31 December


Financial highlights
 

  Unaudited
six months ended
30 June 2017
Unaudited
six months ended
30 June 2016
Audited
year ended
31 December 2016
  (pence per share) (pence per share) (pence per share)
       
Revenue return 0.23 0.17 0.29
Capital return/(loss) 0.75 (0.12) 2.03
Dividends paid 0.50 0.50 1.00
Net asset value 21.81 19.66 21.41

Total shareholder return From Launch to
31 December2010
(pence per share)
1 January 2011 to
30 June 2017
(pence per share)
From Launch to
30 June 2017
(pence per share)
Subscription price per share at launch 100.00 - 100.00
Dividends paid 58.66 6.17 64.83
(Decrease)/increase in net asset value (83.40) 5.21 (78.19)
Total shareholder return 75.26 11.38 86.64
       

Current annual dividend objective (pence per share) 1.00

The Directors have declared a second dividend of 0.5 pence per share for the year ending 31 December 2017, which will be paid on 31 October 2017 to shareholders on the register on 6 October 2017.

The above financial summary is for the Company, Kings Arms Yard VCT PLC only.  Details of the financial performance of the various Quester, SPARK and Kings Arms Yard VCT 2 PLC companies, which have been merged into the Company, can be found at the end of this announcement.

Interim management report

Introduction
We are pleased to report a total return of 0.98 pence per share (4.6% on opening net asset value) for the six month period to 30 June 2017. This continues to build on the strong performance the Company has had in recent years of a 2.32 pence per share return in 2016 and 1.77 pence per share return in 2015. The Company's income continues to cover the annual operating costs (management fee and other expenses).

Results
Net asset value increased from 21.41 pence per share at 31 December 2016 to 21.81 pence per share at 30 June 2017, following the payment of a 0.50 pence per share dividend on 28 April 2017. Both the Asset-Based portfolio and the Growth portfolio have shown overall improvements including an increase in the share price of the two quoted stocks held (ErgoMed PLC and Oxford Immunotec Global PLC).

Dividends
Progress to date gives the Board confidence in the sustainability of our dividend policy and we are therefore pleased to announce a further dividend of 0.50 pence per share to be paid on 31 October 2017, to shareholders on the register on 6 October 2017. The total dividend per share paid in the last year of 1.0p represents a tax free yield of 4.8% on the mid-market share price of 20.75 pence per share as at 30 June 2017. The Company continues to offer a Dividend Reinvestment Scheme which continues to be popular amongst existing shareholders.

Valuations
As always, the Board has rigorously examined and revalued the portfolio.  The net effect has been an overall gain on investments of £2.5m.  The asset based investments, most of which were subject to recent third party valuations, have increased in value by £1.64m, while the growth companies have increased in value by £0.24m. Increases in the share price of Oxford Immunotec Global PLC and ErgoMed PLC resulted in increases of £0.1m and £0.4m respectively and an additional £0.1m was from realised gains in the period. Further details of the portfolio of investments can be found below.

Investment activity
There has been a significant level of investment activity in the six months ended 30 June 2017. The Company has invested £1.0m into five new portfolio companies, with the expectation of supporting further funding rounds over time to support success. In addition, the company invested £0.6m to support existing portfolio companies scale.

New investments in the period included:

In the period, the company sold c.£1.0m of quoted securities in Oxford Immunotec Global PLC (£0.56m) and ErgoMed PLC (£0.40m). For more information please see the realisation table below.

Portfolio split as at 30 June 2017
Set out at the bottom of this announcement is the sector diversification of the portfolio of investments as at 30 June 2017.

Transactions with the Manager
Details of transactions with the Manager for the reporting period can be found in note 4. Details of related party transactions can be found in note 10.

Albion VCTs Top Up Offers
The Company is pleased to announce that its participation in the Albion VCTs Prospectus Top Up Offers 2016/2017 was fully subscribed and closed early raising net proceeds of £5.82m. Further details can be found in note 7. The proceeds of the Offer are being used to provide further resources at a time when a number of attractive new investment opportunities are being seen.

The Company announced on 14 June 2017 that, subject to regulatory approval, it intends to launch a prospectus top up offer of new ordinary shares for subscription. Full details of the Offer will be contained in a prospectus that is expected to be published in early September 2017 and will be available on the Albion Capital website (www.albion.capital).

Share buy-backs
It remains the Board's policy to buy-back shares in the market, subject to the overall constraint that such purchases are in the Company's interest.  This includes the maintenance of sufficient cash resources for investment in new and existing portfolio companies and the continued payment of dividends to shareholders.  It is the Board's intention over time 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.

 At 30 June 2017 the Company holds £5.39m in cash and cash equivalents and £3.46m in readily realisable securities.

Risks and uncertainties
The outlook for the UK and global economies continues to be the key risk affecting the Company. The withdrawal of the UK from the European Union is likely to have an impact on the Company and its investments, although it is difficult to quantify at this time. Overall investment risk, however, is mitigated through a variety of processes, including our policies of first ensuring that the Company has a first charge over portfolio companies' assets wherever possible, and second of aiming to achieve balance in the portfolio through the inclusion of sectors that are less exposed to the business consumer cycles.

Other risks and uncertainties remain unchanged and are detailed in note 12.

Outlook
Your Board remains cautious on the economic outlook but positive on the long term prospects of the portfolio. The portfolio is well diversified by company (over 50 portfolio companies), sector, and stage. The Board believes the portfolio offers significant long-term growth potential which will be determined primarily by the success of the underlying businesses rather than the macroeconomic environment.

Robin Field
Chairman
29 August 2017

Responsibility statement

The Directors, Robin Field, Thomas Chambers and Martin Fiennes, are responsible for preparing the Half-yearly Financial Report. In preparing these condensed Financial Statements for the period to 30 June 2017 we, the Directors of the Company, confirm that to the best of our knowledge:

(a) the condensed set of Financial Statements, which has been prepared in accordance with Financial Reporting Standard 104 "Interim Financial Reporting", gives a true and fair view of the assets, liabilities, financial position and profit and loss of the Company as required by DTR 4.2.4R;

(b) the Interim management report, includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and

(c) the Interim management report, includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).

This Half-yearly Financial Report has not been audited or reviewed by the Auditor.

By order of the Board

Robin Field
Chairman
29 August 2017

Portfolio of investments

The following is a summary of fixed asset investments as at 30 June 2017:

Fixed asset investments %
voting
rights
Cost(1)
£'000
Cumulative
movement
in value
£'000

Value
£'000
  Change in
value for the
period(2)
£'000
Asset-based unquoted investments            
Active Lives Care Limited 20.3 4,140 2,075 6,215   838
Ryefield Court Care Limited 18.7 2,800 1,722 4,522   587
Chonais River Hydro Limited 6.5 2,428 511 2,939   4
The Street by Street Solar Programme Limited 10.0 1,040 611 1,651   87
Alto Prodotto Wind Limited 11.1 988 557 1,545   28
Regenerco Renewable Energy Limited 9.8 988 385 1,373   12
Dragon Hydro Limited 17.2 736 361 1,097   (17)
Bravo Inns II Limited 5.0 800 140 940   40
Shinfield Lodge Care Limited 2.9 535 341 876   74
Earnside Energy Limited 5.2 835 8 843   (7)
Gharagain River Hyrdo Limited 5.0 620 71 691   (2)
AVESI Limited 14.8 484 163 647   5
Greenenerco Limited 8.6 296 156 452   (11)
G.Network Communications Limited 4.5 204 - 204   -
Erin Solar Limited 5.7 160 (6) 154   (3)
Infinite Ventures (Goathill) Limited 2.7 112 33 145   7
Harvest AD Limited(i) - 70 (1) 69   (1)
Beddlestead Farm Limited 6.0 6 - 6   -
Total asset-based unquoted investments 17,242 7,127 24,369   1,641
  1. Early stage investment of convertible loan stock.
 
       
High growth unquoted investments            
Elateral Group Limited 37.7 4,194 (168) 4,026   (649)
Proveca Limited 15.1 1,304 1,664 2,968   60
Antenova Limited 28.7 1,733 1,124 2,857   133
Anthropics Technologies Limited 14.9 19 1,720 1,739   376
Egress Software Technologies Limited 4.3 430 1,264 1,694   457
Hilson Moran Holdings Limited 10.4 301 1,300 1,601   185
Perpetuum Limited 15.0 2,073 (652) 1,421   -
MyMeds&Me Limited 7.0 848 412 1,260   21
Academia Inc. 3.2 351 894 1,245   (58)
Grapeshot Limited 2.6 518 572 1,090   413
Edo Consulting Limited (Formerly Sift Digital Limited) 38.6 923 112 1,035   (37)
Sift Limited 42.1 2,306 (1,566) 740   (300)
OmPrompt Holdings Limited 10.2 945 (247) 698   (284)
MPP Global Solutions Limited 1.9 550 - 550   -
Symetrica Limited 3.5 389 135 524   (235)
Celoxica Holdings plc 4.4 513 (144) 369   -
Mirada Medical Limited 1.1 303 32 335   23
Relayware Limited 1.0 324 (3) 321   (2)
Black Swan Data Limited 0.9 293 - 293   -
Convertr Media Limited 3.1 284 - 284   -
Aridhia Informatics Limited 2.2 354 (75) 279   39
Secured By Design Limited 1.7 260 - 260   -
Abcodia Limited 4.3 548 (313) 235   -
The Wentworth Wooden Jigsaw Company Limited 5.4 - 214 214   93
Quantexa Limited 1.7 190 - 190   -
Panaseer Limited 1.3 113 29 142   29
Cisiv Limited 2.8 216 (105) 111   -
Sandcroft Avenue Limited (T/A payasugym.com) 1.3 120 (16) 104   -
Oviva AG 1.2 91 - 91   -
Locum's Nest Limited 1.6 75 - 75   -
Dickson Financial Services Limited 4.5 45 22 67   5
InCrowd Sports Limited 0.8 36 - 36   -
Xention Limited 10.6 38 (28) 10   (26)
Ario Pharma Limited 3.6 24 (23) 1   -
De Novo Pharmaceuticals Limited 0.0 - 1 1   -
Furzeland Limited 0.0 - 1 1   -
Keronite Limited 1.1 - 1 1   -
Lectus Therapeutics Limited 4.5 - 1 1   -
Oxonica Limited 2.1 1 - 1   -
TeraView Limited 1.0 1 - 1   -
Total high growth unquoted investments 20,713 6,158 26,871   243
Total unquoted investments 37,955 13,285 51,240   1,884
             
Quoted investments          
Oxford Immunotec Global PLC (NASDAQ) 551 1,280 1,831   115
ErgoMed PLC 1,173 453 1,626   360
Total quoted investments 1,724 1,733 3,457   475
Total fixed asset investments 39,679 15,018 54,697   2,359
             

Total change in value of investments for the period         2,359
Movement in loan stock accrued interest   36
Unrealised gains sub-total   2,395
Realised gains in current period   132
Total gains on investments as per Income statement         2,527

(1) Amounts shown as cost represent the acquisition cost in the case of investments originally made by the Company and/or the valuation attributed to the investments acquired from Quester VCT 2 plc and Quester VCT 3 plc at the date of the merger in 2005, and those acquired from Kings Arms Yard VCT 2 PLC at the merger on 30 September 2011, plus any subsequent acquisition costs, as reduced in certain cases by amounts written off as representing an impairment value.

(2) The above column shows the movement in the year from the opening balance as at 1 January 2017 to the closing balance as at 30 June 2017 after adjustments for additions and disposals.

Realisations and loan stock repayments in the period to 30 June 2017 Cost
£'000
Opening
carrying
value
£'000
Disposal
proceeds
£'000

Realised
gain on
cost
£'000
Gain on
opening
or
acquired
value
£'000
Oxford Immunotec Global PLC 175 544 560 385 16
ErgoMed PLC 294 317 404 110 87
Haemostatix Limited (additional escrow) - - 26 26 26
Alto Prodotto Wind Limited (loan stock repayment) 10 15 15 5 -
Greenenerco Limited (loan stock repayment) 3 5 5 2 -
Silent Herdsman Holdings Limited (escrow adjustment) - - 3 3 3
Total 482 881 1,013 531 132

Condensed income statement

    Unaudited
six months ended
30 June 2017
Unaudited
six months ended
30 June 2016
Audited
year ended
31 December 2016
  Note Revenue
£'000
Capital
£'000
Total
£'000
Revenue
£'000
Capital
£'000
Total
£'000
Revenue
£'000
Capital
£'000
Total
£'000
Gains on  investments 2 - 2,527 2,527 - 59 59 - 6,076 6,076
                     
Investment income 3 940 - 940 661 - 661 1,370 - 1,370
                     
Investment management fees 4 (142) (427) (569) (118) (355) (473) (244) (733) (977)
                     
Performance incentive fee 4 (32) (95) (127) - - - (128) (385) (513)
                     
Other expenses   (152) - (152) (133) - (133) (279) - (279)
                     
Profit/(loss) on ordinary activities before tax   614 2,005 2,619 410 (296) 114 719 4,958 5,677
Tax on ordinary activities   - - - - - - - - -
Profit/(loss) and total comprehensive income attributable to shareholders   614 2,005 2,619 410 (296) 114 719 4,958 5,677
Basic and diluted return/(loss) per share (pence) 6 0.23 0.75 0.98 0.17 (0.12) 0.05 0.29 2.03 2.32

  
The accompanying notes form an integral part of this Half-yearly Financial Report.

Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2016 and the audited statutory accounts for the year ended 31 December 2016. 

The total column of this condensed 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. 

Condensed balance sheet

  Note Unaudited
30 June 2017
£'000
  Unaudited
30 June 2016
£'000
  Audited
31 December
2016
£'000
             

Fixed asset investments
  54,697   44,425   51,601
             
Current assets            
Trade and other receivables less than one year   66   618   476
Cash and cash equivalents   5,388   4,267   1,788
    5,454   4,885   2,264

           
Total assets   60,151   49,310   53,865
             
Creditors: amounts falling due within one year            
Trade and other payables less than one year   (605)   (383)   (855)
             
Total assets less current liabilities   59,546   48,927   53,010
             
Equity attributable to equity holders            
Called up share capital 7 3,127   2,833   2,840
Share premium   19,899   14,103   14,218
Capital redemption reserve   11   11   11
Unrealised capital reserve   14,523   7,217   12,526
Realised capital reserve   3,440   3,488   3,432
Other distributable reserve   18,546   21,275   19,983
             
Total equity shareholders' funds   59,546   48,927   53,010
             
Basic and diluted net asset value per share (pence)*   21.81   19.66   21.41

*excluding treasury shares

The accompanying notes form an integral part of this Half-yearly Financial Report.

Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2016 and the audited statutory accounts for the year ended 31 December 2016. 

These Financial Statements were approved by the Board of Directors, and authorised for issue on 29 August 2017 and were signed on its behalf by

Robin Field
Chairman
Company number: 03139019

Condensed 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
At 1 January 2017 2,840 14,218 11 12,526 3,432 19,983 53,010
Profit/(loss) and total comprehensive income for the period - - - 2,395 (390) 614 2,619
Transfer of previously unrealised gains on disposal of investments - -   (398)   - -
- 398
Purchase of own shares for treasury - - - - - (676) (676)
Issue of equity 287 5,853 - - - - 6,140
Cost of issue of equity - (172) - - - - (172)
Dividends paid - - - - - (1,375) (1,375)
At 30 June 2017 3,127 19,899 11 14,523 3,440 18,546 59,546
               
At 1 January 2016 2,533 8,399 11 7,170 3,830 22,669 44,612
Profit/(loss) and total comprehensive income for the period - - - 5 (301) 410 114
Transfer of previously unrealised losses on disposal of investments - - - 41 (41) - -
Purchase of own shares for treasury - - - - - (548) (548)
Issue of equity 300 5,863 - - - - 6,163
Cost of issue of equity - (159) - - - - (159)
Dividends paid - - - - - (1,256) (1,256)
At 30 June 2016 2,833 14,103 11 7,217 3,488 21,275 48,927
               
At 1 January 2016 2,533 8,399 11 7,170 3,830 22,669 44,612
Profit/(loss) and total comprehensive income for the period - - - 5,718 (760) 719 5,677
Transfer of previously unrealised gains on disposal or write off of investments - - - (362) 362 - -
Purchase of own shares for treasury - - - - - (905) (905)
Issue of equity 307 5,981 - - - - 6,288
Cost of issue of equity - (162) - - - - (162)
Dividends paid - - - - - (2,500) (2,500)
At 31 December 2016 2,840 14,218 11 12,526 3,432 19,983 53,010

*The total distributable reserves are £21,986,000 (30 June 2016: £24,763,000; 31 December 2016: £23,415,000).

Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2016 and the audited statutory accounts for the year ended 31 December 2016. 

Condensed statement of cash flows

    Unaudited
six month
ended
30 June 2017
£'000
  Unaudited
six months
ended
30 June 2016
£'000
  Audited
year ended
31 December
2016
£'000
Cash flow from operating activities            
Investment income received   594   480   902
Deposit interest received   1   18   32
Dividend income received   337   46   84
Investment management fees paid   (526)   (450)   (994)
Performance incentive fee paid   (513)   (242)   (242)
Other cash payments   (129)   (135)   (227)
Exchange rate movement on a part disposal of an asset   (7)   4   7
Net cash flow from operating activities   (243)   (279)   (438)
             
             
Cash flow from investing activities            
Purchase of fixed asset investments   (1,573)   (3,873)   (5,935)
Disposal of fixed asset investments   1,422   651   1,918
Net cash flow from investing activities   (151)   (3,222)   (4,017)
             
             
Cash flow from financing activities            
Issue of share capital   5,824   5,880   5,880
Cost of issue of equity   -   -   (2)
Purchase of own shares (including costs)   (602)   (499)   (905)
Equity dividends paid*   (1,228)   (1,131)   (2,248)
Net cash flow from financing activities   3,994   4,250   2,725
             
             
Increase/(decrease) in cash and cash equivalents   3,600   749   (1,730)
Cash and cash equivalents at start of period   1,788   3,518   3,518
Cash and cash equivalents at end of period   5,388   4,267   1,788
             
Cash and cash equivalents comprise:            
Cash at bank and in hand   5,388   4,267   1,788
Cash equivalents   -   -   -
Total cash and cash equivalents   5,388   4,267   1,788

* The dividend paid in the cash flow is different to the dividend disclosed in note 5 due to the non-cash effect of the Dividend Reinvestment Scheme.

The accompanying notes form an integral part of this Half-yearly Financial Report.

Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2016 and the audited statutory accounts for the year ended 31 December 2016. 

Notes to the condensed Financial Statements

1. Basis of accounting
The condensed 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"), Financial Reporting Standard 104 - Interim Financial Reporting ("FRS 104"), 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 IPEVCV Guidelines and further detail on the valuation techniques used are outlined below.

The half-yearly report has not been audited, nor has it been reviewed by the auditor pursuant to the FRC's guidance on Review of interim financial information.

Company information can be found on page 2 of the Half-yearly Financial Report.

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 income statement when a share becomes ex-dividend.

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

Gains and losses on investments
Gains and losses arising from changes in the fair value of the investments are included in the Condensed income statement for the period as a capital item and are allocated to the unrealised capital reserve.

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 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
Any performance incentive 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 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.

Foreign exchange
The currency of the primary economic environment in which the Company operates (the functional currency) is pounds Sterling ("Sterling"), which is also the presentational currency of the Company.  Transactions involving currencies other than Sterling are recorded at the exchange rate ruling on the transaction date.  At each Balance sheet date, monetary items and non-monetary assets and liabilities that are measured at fair value, which are denominated in foreign currencies, are retranslated at the closing rates of exchange.  Exchange differences arising on settlement of monetary items and from retranslating at the Balance sheet date of investments and other financial instruments measured at fair value through profit or loss, and other monetary items, are included in the Income statement.  Exchange differences relating to investments and other financial instruments measured at fair value are subsequently included in the unrealised capital reserve.

Reserves
Share premium
This reserve accounts for the difference between the price paid for shares and the nominal value of the shares, less issue costs and transfers to 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. The Company invests in smaller companies principally based in the UK.

2.         Gains on investments

  Unaudited
six months
ended
30 June 2017
£'000
  Unaudited
six months
ended
30 June 2016
£'000
  Audited
year ended
31 December
2016
£'000
Unrealised gains on fixed asset investments 2,395   5   5,718
Realised gains on fixed asset investments 132   54   358
  2,527   59   6,076
           

3.         Investment income

  Unaudited
six months
ended
30 June 2017
£'000
  Unaudited
six months
ended
30 June 2016
£'000
  Audited
year ended
31 December
2016
£'000
Income recognised on investments          
Interest from loans to portfolio companies 602   596   1,257
Dividends 337   46   84
Bank deposit interest 1   19   29
  940   661   1,370

4.         Investment management fees

  Unaudited
six months
ended
30 June 2017
£'000
  Unaudited
six months
ended
30 June 2016
£'000
  Audited
year ended
31 December
2016
£'000
Investment management fees charged to revenue 142   118   244
Investment management fees charged to capital 427   355   733
Performance incentive fee charged to revenue 32   -   128
Performance incentive fee charged to capital 95   -   385
  696   473   1,490

Further details of the management agreement under which the investment management fee is paid are given in the Strategic report on pages 11 and 12 of the Annual Report and Financial Statements for the year ended 31 December 2016.

During the period, services with a value of £569,000 (30 June 2016: £473,000; 31 December 2016: £977,000) and £25,000 (30 June 2016: £25,000; 31 December 2016: £50,000) were purchased by the Company from Albion Capital Group LLP in respect of investment management and administration fees respectively.  At the period end, the amount due to Albion Capital Group LLP in respect of these services disclosed as accruals was £317,000 (30 June 2016: £263,000: 31 December 2016: £273,000).  For the period to 30 June 2017, a provisional performance incentive fee of £127,000 has been accrued, however any performance incentive fee is only payable on year end results (30 June 2016: nil: 31 December 2016: £513,000).

Albion Capital Group LLP is, from time to time, eligible to receive transaction fees and Directors' fees from portfolio companies.  During the period, fees of £113,000 (30 June 2016: £118,000; 31 December 2016: £173,000) attributable to the investments of the Company were paid pursuant to these arrangements.

Albion Capital Group LLP holds 90,660 Ordinary shares in the Company.

5.         Dividends

  Unaudited
six months
ended
30 June 2017
£'000
Unaudited
six months
ended
30 June 2016
£'000
Audited
year ended
31 December
2016
£'000
First dividend of 0.5 pence per share paid on 29 April 2016 - 1,256 1,256
Second dividend of 0.5 pence per share paid on 31 October 2016 - - 1,244
First dividend of 0.5 pence per share paid on 28 April 2017 1,375 - -
  1,375 1,256 2,500

The Directors have declared a second dividend of 0.5 pence per share for the year ending 31 December 2017, which will be paid on 31 October 2017 to shareholders on the register on 6 October 2017.

6.         Basic and diluted return/(loss) per share

  Unaudited
six months ended
30 June 2017
Unaudited
six months ended
30 June 2016
Audited
year ended
31 December 2016
  Revenue Capital Revenue Capital Revenue Capital
 

Profit/(loss) attributable to shares (£'000)
614 2,005 410 (296) 719 4,958
             
Weighted average shares in issue (excluding treasury shares) 267,189,319  

240,621,271
244,550,634
             
Return/(loss) per share (pence) 0.23 0.75 0.17 (0.12) 0.29 2.03

The weighted average number of Ordinary shares is calculated excluding the treasury shares of 39,731,000 (30 June 2016: 34,461,000; 31 December 2016: 36,375,000)

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

7.         Called up share capital

  Unaudited
30 June 2017
£'000
  Unaudited
30 June 2016
£'000
  Audited
31 December 2016
£'000
Allotted, issued and fully paid:
312,691,928 Ordinary shares of 1 penny each (30 June 2016: 283,344,311; 31 December 2016: 283,993,804)



3,127
  2,833   2,840

Voting rights
272,960,928 Ordinary shares of 1 penny each (net of treasury shares) (30 June 2016: 248,883,311; 31 December 2016: 247,618,804).

The Company operates a share buy-back programme, as detailed in the Interim management report above.  During the period the Company purchased 3,356,000 Ordinary shares (nominal value of £33,560) at a cost of £676,000 including stamp duty (30 June 2016: £548,000; 31 December 2016: £905,000) to be held in treasury.  The Company holds a total of 39,731,000 Ordinary shares in treasury at a nominal value of £397,310, representing 12.7 per cent. of the issued Ordinary share capital as at 30 June 2017.  The shares purchased for treasury were funded from the other distributable reserve.

During the period from 1 January 2017 to 30 June 2017, the Company issued the following new shares of 1 penny each under the terms of the Dividend Reinvestment Scheme Circular dated 19 April 2011:

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)
28 April 2017 704,941 7 20.91 145 20.75

Under the terms of the Albion VCTs Prospectus Top Up Offers 2016/2017, the following Ordinary shares of nominal value 1 penny each were allotted during the period to 30 June 2017:

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 4,249,243 42 20.90 870 19.00
31 January 2017 1,647,857 16 21.00 338 19.00
31 January 2017 12,460,938 125 21.10 2,550 19.00
28 March 2017 8,437,199 84 22.10 1,809 20.00
7 April 2017 119,403 1 21.90 25 20.00
7 April 2017 72,916 1 22.00 16 20.00
7 April 2017 1,005,627 10 22.10 216 20.00
  27,993,183 280   5,824  

8.  Commitments, contingencies and guarantees
            As at 30 June 2017, the Company had the following financial commitments totalling £5,000 (30 June 2016: £1,058,000; 31 December 2016: £nil), which are expected to be invested during the next 12 months:

             
9.  Post balance sheet events
Since 30 June 2017, the Company has completed the following investment transactions:

10. Related party disclosures
             Other than transactions with the Manager as disclosed in note 4, there are no related party transactions or balances requiring disclosure.

11. Going concern
The Board's assessment of liquidity risk remains unchanged and is detailed on page 53 of the Annual Report and Financial Statements for the year ended 31 December 2016. 

The Company has adequate cash and liquid resources. The portfolio of investments is diversified in terms of sector, and the major cash outflows of the Company (namely investments, dividends and share buy-backs) are within the Company's control. Accordingly, after making diligent enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, the Directors have adopted the going concern basis in preparing this Half-yearly Financial Report and this is in accordance with the Guidance on Risk Management, Internal Control and Related Financial and Business Reporting issued by the Financial Reporting Council in September 2014.

12. Risks and uncertainties
In addition to the current economic risks outlined in the Interim management report, the Board considers that the Company faces the following major risks and uncertainties:

  1. 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 investments 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.

  1. 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.

  1. 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.

  1. 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. On an annual basis, the Audit Committee chairman meets with the internal audit Partner 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 and cyber security. 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 within Albion Capital Group LLP.

  1. 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 back and follow on investments.

  1. 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 buyback 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 buyback cannot be applied, for example when the Company is subject to a close period, or if it were to exhaust its buyback authorities, which are renewed each year. 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.
            
13. Other information
The information set out in this Half-yearly Financial Report does not constitute the Company's statutory accounts within the terms of section 435 of the Companies Act 2006 for the periods ended 30 June 2017 and 30 June 2016, and is unaudited.  The information for the year ended 31 December 2016 does not constitute statutory accounts within the terms of section 435 of the Companies Act 2006 and is derived from the statutory accounts for that financial year, which have been delivered to the Registrar of Companies.  The Auditor reported on those accounts; their report was unqualified and did not contain a statement under s498 (2) or (3) of the Companies Act 2006.

14. Publication
This Half-yearly Financial Report is 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/KAY, where the Report can be accessed from the 'Financial Reports and Circulars' section.  

Merger history for the Company and for previous funds

February 1996 Quester VCT PLC (QVCT) launched
June 2005 QVCT2 and QVCT3 merged into QVCT
June 2008 All Quester names changed to SPARK:
  QVCT became Spark VCT plc (SVCT)
  QVCT4 became Spark VCT 2 plc (SVCT2)
  QVCT5 became Spark VCT 3 plc (SVCT3)
November 2008 SVCT3 merged into SVCT2
January 2011 Albion Capital became Manager
February 2011 All SPARK names changed to Kings Arms Yard:
  SVCT became Kings Arms Yard VCT PLC (KAY)
  SVCT2 became Kings Arms Yard VCT 2 PLC (KAY2)
September 2011 KAY2 merged into KAY

Financial summary for the Company and for previous funds

  30 June 2017 30 June 2016 31 December
2016
  (pence per share) (pence per share) (pence per share)
       
Net asset value of the Company 21.81 19.66 21.41
       
Dividends paid to shareholders of the Company      
Dividends paid during the period 0.50 0.50 1.00
Cumulative dividend paid 64.83 63.83 64.33
       
Total shareholder return(1) (per 100p invested)      
To shareholders of the Company
(formerly SPARK VCT plc; Quester VCT plc)
86.64 83.49 85.74
Total shareholder return including tax benefits(2) 106.64 103.49 105.74
       
       
       
       
Total shareholder return to former shareholders of:      
       
Quester VCT 2 plc, per 100p invested in shares of that company      
Total shareholder return 72.86 69.63 71.94
Total shareholder return including tax benefits(2) 92.86 89.63 91.94
       
Quester VCT 3 plc, per 100p invested in shares of that company      
Total shareholder return 46.24 43.15 45.36
Total shareholder return including tax benefits(2) 66.24 63.15 65.36
       
Quester VCT 4 plc (renamed SPARK VCT 2 PLC and then Kings Arms Yard VCT 2 PLC), per 100p invested in shares of that company      
Total shareholder return 43.88 39.84 42.72
Total shareholder return including tax benefits(2) 63.88 59.84 62.72
 

 
     
Quester VCT 5 plc (renamed SPARK VCT 3 PLC), per 100p invested in shares of that company      
Total shareholder return 57.53 51.63 55.84
Total shareholder return including tax benefits(2) 77.53 71.63 75.84

(1) Net asset value plus cumulative dividend per share to ordinary shareholders in the Company since the launch of the Company (then called Quester VCT plc) in April 1996.

(2)  Return after 20 per cent. income tax relief but excluding capital gains deferral.

The total returns stated are applicable only to shareholders of shares at the time of each companies launch.  They do not represent the return to subsequent subscribers or purchasers of shares.

Source:  Albion Capital Group LLP

Dividend history for the Company and for previous funds

Kings Arms Yard VCT PLC (KAY)
Dividends paid to shareholders of KAY launched in 1996 (formerly SPARK VCT plc ("SVCT") and originally Quester VCT PLC ("QVCT")).

  (pence per share)
31 January 1997 0.937
31 January 1998 2.547
31 January 1999 2.875
31 January 2000 7.110
31 January 2001 26.650
31 January 2002 1.350
28 February 2006 1.250
28 February 2007 3.910
31 December 2007 4.220
31 December 2008 2.810
31 December 2010 5.000
31 December 2011 0.670
31 December 2012 1.000
31 December 2013 1.000
31 December 2014 1.000
31 December 2015 1.000
31 December 2016 1.000
30 June 2017 0.500
Total dividends paid to 30 June 2017 64.829
Net asset value as at 30 June 2017 21.810
Total shareholder return to 30 June 2017 86.639

Quester VCT 2 PLC (QVCT2)
QVCT2 was launched in 1998 and was merged with KAY (formerly SPARK VCT plc ("SVCT") and originally Quester VCT PLC ("QVCT")) in June 2005 with a share exchange ratio of 1.0249 QVCT shares for each QVCT2 share.

  (pence per share)
28 February 1999 1.000
28 February 2000 3.065
28 February 2001 20.500
28 February 2002 2.000
28 February 2006 1.281
28 February 2007 4.007
31 December 2007 4.325
31 December 2008 2.880
31 December 2010 5.125
31 December 2011 0.687
31 December 2012 1.025
31 December 2013 1.025
31 December 2014 1.025
31 December 2015 1.025
31 December 2016 1.025
30 June 2017 0.512
Total dividends paid to 30 June 2017 50.507
Net asset value as at 30 June 2017 22.353
Total shareholder return to 30 June 2017 72.860

Quester VCT 3 PLC (QVCT3)
QVCT3 was launched in 2000 and was merged with KAY (formerly SPARK VCT plc ("SVCT") and originally Quester VCT PLC ("QVCT")) in June 2005 with a share exchange ratio of 0.9816 QVCT shares for each QVCT3 share.

  (pence per share)
28 February 2001 0.750
28 February 2002 1.000
28 February 2003 0.150
28 February 2006 1.227
28 February 2007 3.838
31 December 2007 4.142
31 December 2008 2.758
31 December 2010 4.908
31 December 2011 0.658
31 December 2012 0.982
31 December 2013 0.982
31 December 2014 0.982
31 December 2015 0.982
31 December 2016 0.982
30 June 2017 0.491
Total dividends paid to 30 June 2017 24.832
Net asset value as at 30 June 2017 21.409
Total shareholder return to 30 June 2017 46.241

Quester VCT 4 PLC (QVCT4)
QVCT4 was launched in 2000 and was renamed SPARK VCT 2 plc ("SVCT2") and then Kings Arms Yard VCT 2 PLC ("KAY2").  KAY2 merged with Kings Arms Yard VCT PLC ("KAY") in September 2011 with a share exchange ratio of 1.2806 KAY shares for each KAY2 share.

  (pence per share)
31 October 2002 1.750
31 October 2003 1.150
31 October 2005 1.000
31 October 2006 1.000
31 December 2007 1.000
31 December 2008 1.000
31 December 2010 1.000
31 December 2011 1.000
31 December 2012 1.281
31 December 2013 1.281
31 December 2014 1.281
31 December 2015 1.281
31 December 2016 1.281
30 June 2017 0.640
Total dividends paid to 30 June 2017 15.945
Net asset value as at 30 June 2017 27.930
Total shareholder return to 30 June 2017 43.875

Quester VCT 5 PLC (QVCT5)
QVCT5 was launched in 2002 and was renamed SPARK VCT 3 plc ("SVCT3") and merged with SPARK VCT 2 plc ("SVCT2") (originally QVCT4) in November 2008 with a share exchange ratio of 1.4613 SVCT2 shares for each SVCT3 share.  The merged company was then renamed Kings Arms Yard VCT 2 PLC ("KAY2").  KAY2 merged with Kings Arms Yard VCT PLC ("KAY") in September 2011 with a share exchange ratio of 1.2806 KAY shares for each KAY2 share.

  (pence per share)
31 December 2003 0.500
31 December 2004 1.000
31 December 2006 1.000
31 December 2007 1.000
31 December 2010 1.461
31 December 2011 1.461
31 December 2012 1.871
31 December 2013 1.871
31 December 2014 1.871
31 December 2015 1.871
31 December 2016 1.871
30 June 2017 0.936
Total dividends paid to 30 June 2017 16.713
Net asset value as at 30 June 2017 40.814
Total shareholder return to 30 June 2017 57.527
Split of potfolio of investments 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: Kings Arms Yard VCT PLC via Globenewswire


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Kings Arms Yard VCT PLC: Half-yearly report - RNS