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Crown Place VCT PLC  -  CRWN   

Crown Place VCT PLC: Annual Financial Report

Released 17:29 25-Sep-2018

Crown Place VCT PLC: Annual Financial Report

Crown Place VCT PLC

LEI number: 213800SYIQPA3L3T1Q68

As required by the UK Listing Authority's Disclosure Guidance and Transparency Rules 4.1 and 6.3, Crown Place VCT PLC today makes public its information relating to the Annual Report and Financial Statements for the year ended 30 June 2018.

This announcement was approved for release by the Board of Directors on 25 September 2018.

This announcement has not been audited.

You will shortly be able to view the Annual Report and Financial Statements for the year ended 30 June 2018 (which have been audited) at: www.albion.capital/funds/CRWN.The Annual Report and Financial Statements for the year ended 30 June 2018 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

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

To achieve long term capital and income growth principally through investment in smaller unquoted companies in the United Kingdom.

In pursuing this policy, the Manager aims to build a portfolio which concentrates both on more mature or asset-based investments and higher risk companies with greater growth prospects.

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.

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

As mentioned in the Half-yearly Financial Report, 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 have 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 changes in The Finance Act 2018, the Board is now recommending a change to the Company’s general investment policy. The proposed new investment policy, which is subject to shareholder approval, enables the Company to invest in a broad range of businesses and is as follows:

Proposed new investment policy
The Company will invest in a broad portfolio of smaller, unquoted growth businesses across a variety of sectors including higher risk technology companies. Investments may take the form of equity or a mixture of equity and loans.

Whilst allocation of funds will be determined by the investment opportunities which become available, efforts will be made to ensure that the portfolio is diversified both in terms of sector and stage of maturity of investee businesses. Funds held pending investment or for liquidity purposes will be held principally as cash on deposit.

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, as permitted. 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 the amount of its adjusted share capital and reserves.

Financial highlights

33.5pNet asset value per share as at 30 June 2018
4.6pTotal return per share to shareholders for the year ended 30 June 2018
14.6% Total return on opening net asset value per share
2.0pTotal tax-free dividends per share paid during the year ended 30 June 2018
6.7 Tax-free dividend yield on share price (total dividends paid in the year/share price as at 30 June 2018)


 30 June 201830 June 2017
 pence per share

 
pence per share
Opening net asset value30.98 28.94 
Revenue return0.36 0.73 
Capital return4.28 3.31 
Total return4.64 4.04 
Dividends paid(2.00)(2.00)
Impact from buy-backs and issue of share capital(0.12)      - 
Closing net asset value33.50 30.98 

Shareholder return and shareholder value

   (pence per share)
Shareholder return from launch to April 2005 (date that Albion Capital was appointed investment manager):   
Total dividends paid to 6 April 2005 (i)  24.93
Decrease in net asset value  (56.60)
Total shareholder return to 6 April 2005  (31.67)
    
Shareholder return from April 2005 to 30 June 2018:   
Total dividends paid  30.80
Decrease in net asset value  (9.90)
Total shareholder return from April 2005 to 30 June 2018  20.90
    
Shareholder value since launch:   
Total dividends paid to 30 June 2018 (i)  55.73
Net asset value as at 30 June 2018  33.50
Total shareholder value as at 30 June 2018  89.23

Notes

  1. Prior to 6 April 1999, venture capital trusts were able to add 20 per cent. to dividends and figures for the period up until 6 April 1999 are included at the gross equivalent rate actually paid to shareholders.
Current annual dividend objective  2.00
Dividend yield on net asset value as at 30 June 2018  6.0%


Total shareholder value since launch: (pence per share)
Total dividends paid during: 
the period from launch to 6 April 2005 (prior to change of manager)24.93
the year ended 28 February 20061.00
the period ended 30 June 20073.30
the year ended 30 June 20082.50
the year ended 30 June 20092.50
the year ended 30 June 20102.50
the year ended 30 June 20112.50
the year ended 30 June 20122.50
the year ended 30 June 20132.50
the year ended 30 June 20142.50
the year ended 30 June 20152.50
the year ended 30 June 20162.50
the year ended 30 June 20172.00
the year ended 30 June 20182.00
Total dividends paid to 30 June 201855.73
Net asset value as at 30 June 201833.50
Total shareholder value as at 30 June 201889.23

In addition to the dividends paid above, the Board has declared a first dividend for the year ending 30 June 2019, of 1 penny per Crown Place VCT PLC share, payable on 30 November 2018 to shareholders on the register on 2 November 2018.

Financial calendar

Record date for first dividend2  November 2018
  
Annual General Meeting11.00 am on 29 November 2018
  
Payment of first dividend30 November 2018
  
Announcement of half-yearly results for the six months ending 31 December 2018February 2019
  
Payment of second dividend (subject to Board approval)29 March 2019

Chairman’s statement

Introduction
I am delighted to report that Crown Place VCT PLC achieved a total return of 4.64 pence per share for the year ended 30 June 2018, which is a 14.6 per cent. return on our opening net asset value per share, extending our track record of delivering a positive total return to shareholders for the last nine years. The portfolio has performed well across all sectors and stages of maturity, and pleasingly the Company saw significant interest from investors, with the Top Up Offer raising the full subscription amount of £6.0 million, well ahead of its planned closing date.

Results and dividends
As at 30 June 2018, the net asset value was £55.4 million or 33.50 pence per share compared to £45.6 million or 30.98 pence per share at 30 June 2017. The ongoing charges ratio for the year remained at 2.4 per cent. (2017: 2.4 per cent.).

During the year, the Company’s realised and unrealised capital gains on investments amounted to £7,366,000 compared to £5,011,000 in the previous year. Notable increases in valuation include ELE Advanced Technologies, which has continued to trade strongly; Quantexa, which has grown rapidly since our initial investment in March 2017; Chonais River Hydro and Gharagain River Hydro, which have benefitted from a reduction in discount rates used to value such projects; Shinfield Lodge Care, Active Lives Care and Ryefield Court Care, the three luxury care homes, as they progress to maturity; Radnor House School, where the Sevenoaks school has seen an increase in the student roll as it moves towards capacity; and G. Network Communications, as the business ramps up installations of ultra-fast fibre optic broadband in central London. These uplifts were further supplemented by the successful exit of Grapeshot, the digital marketing business, which was sold for approaching ten times original cost, and Hilson Moran, the engineering consultancy, selling for three times original cost.

Further details of the Company’s financial performance are given in the Strategic report below.

The Company paid dividends totalling 2.0 pence per share during the financial year, representing a dividend yield on NAV of 6.0 per cent. (2017: 6.5 per cent.). The Board is proposing a first dividend for the year to 30 June 2019 of 1 penny per share, payable on 30 November 2018 to shareholders on the register on 2 November 2018. Shareholders will recall that it was announced in 2016 that the dividend had not been covered by the total return for a number of years, and although this year’s strong result covers the dividend twice over, the Board will require a further strong increase in NAV, before it considers increasing the dividend to its former level.

Investment performance
We had three principal exits in 2018: Grapeshot, Hilson Moran and The Crown Hotel Harrogate, which in total, returned disposal proceeds of £4.2 million.  For Grapeshot, we have received proceeds of £1.5 million, nine times our original investment, and should we receive the full escrow amount, total proceeds will amount to ten times our original investment; for Hilson Moran we received proceeds of £693,000, three times our original investment; and for The Crown Hotel Harrogate we received proceeds of £2.0 million versus our holding value of £1.9 million. Overall, the Company achieved disposal proceeds, including repayments of loan stock by portfolio companies, of £6.0 million compared to £2.4 million in the previous year. Further information on realisations can be found on page 24 of the full Annual Report and Financial Statements.

During the year, a total of £4.3 million was deployed into portfolio companies, with £1.2 million invested in new portfolio companies namely; £778,000 in The Evewell (Harley Street), to develop and operate a women’s health centre with a focus on fertility; £200,000 in Koru Kids, which offers an online marketplace connecting parents and nannies; £140,000 in uMotif, which operates a patient engagement and data capture platform for use in research; and £75,000 in Healios, a provider of online delivery of mental health therapy services. We also continued to support existing portfolio companies, with a total of £3.1 million deployed, including £886,000 in Beddlestead to develop the wedding venue into an operable site; £394,000 in G. Network Communications to assist with the ramp up of rolling out ultra-fast fibre optic broadband across central London; £327,000 in Oviva, our technology enabled service business in medical nutritional therapy, £256,000 in Black Swan Data to assist with the expansion into the US, a combined £205,000 in Active Lives Care and Ryefield Court Care to aid maturity of the care homes; and £200,000 in Convertr Media to promote further growth and increase revenues.

Although the gains on investments were very positive, there were a few investments where valuations declined over the year, the largest being Aridhia, which required further finance during the year as it continues to develop its business. The valuation of The Stanwell Hotel was also reduced in the period due to current trading levels. With regards to the quoted investments, which in total represent less than 1% of the Company’s NAV, the share prices of the AIM quoted Mi-Pay Group and Augean fell during the year.

Risks and uncertainties
The outlook for the UK and global economies continues to be the key risk affecting the Company, and 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 it at this time. Overall investment risk, however, is mitigated through a variety of processes, including investing in a diversified portfolio in terms of sector and stage of maturity, with a focus on opportunities where growth can be sustained and resilient.

A detailed review of risk management is set out on in the Strategic report below.

Update of investment policy
As explained more fully above and in the Strategic report, the Manager and Board are recommending that the investment policy be updated in light of the November 2017 Autumn Budget. While the Company has pursued an asset-based policy for half of its portfolio since 2005, for the reasons stated, this policy for new investments will now cease. Given the Manager’s record and experience in growth and technology investing, the Board is confident that it has the expertise in place to capitalise on the opportunities available in line with HM Treasury’s policy objectives of investment in higher growth businesses.

Albion VCTs Top Up Offers
In September 2017, the Company announced the launch of the Albion VCTs Prospectus Top Up Offers 2017/18 and was pleased to announce on 26 February 2018 that it had reached its £6 million limit under its Offer which was fully subscribed and closed, as detailed in note 16. The proceeds raised continue to be deployed into new portfolio companies, some of which were noted above, but also used to further support growth in existing portfolio companies. We continue to see an attractive pipeline of new investment opportunities.

The Board is currently reviewing, in conjunction with the Manager, whether the Company will launch a prospectus Top Up offer of new Ordinary shares for subscription in the 2018/19 and 2019/20 tax years. Should an offer be launched then full details of the offer, including the amount to be raised, will be contained in a prospectus that is expected to be published in early January 2019.

Reduction of share capital and cancellation of capital redemption and share premium reserves
As noted in the Half-yearly Financial Report, the Company obtained authority to reduce the nominal value of its Ordinary shares from 10 pence to 1 penny and to cancel the amount standing to the credit of its share premium and capital redemption reserves at the Annual General Meeting on 8 November 2017. The purpose of the proposal was to increase the distributable reserves available to the Company for the payment of dividends, the buy-back of shares, and for other corporate purposes.

The proposal received the consent of the Court on 13 February 2018, and the changes have been registered at Companies House. Therefore, with effect from 13 February 2018, the share capital of the Company had a nominal value of 1 penny per share. Over time, this will create additional distributable reserves of £39.2 million.

Outlook
The progress across the portfolio has been very pleasing for both existing investments and those exited during the year. I am confident that the Company can continue to deliver good returns to shareholders for the foreseeable future through our investments in a well-balanced and diversified portfolio.

Richard Huntingford
Chairman
25 September 2018

Strategic report

Crown Place VCT PLC is a venture capital trust and its current general investment policy can be found above.

As a result of changes in The Finance Act 2018, the Board is now recommending a change to the Company’s general investment policy. The proposed new investment policy, which is subject to shareholder approval, is as follows:

Proposed new investment policy
The Company will invest in a broad portfolio of smaller, unquoted growth businesses across a variety of sectors including higher risk technology companies. Investments may take the form of equity or a mixture of equity and loans.

Whilst allocation of funds will be determined by the investment opportunities which become available, efforts will be made to ensure that the portfolio is diversified both in terms of sector and stage of maturity of investee businesses. Funds held pending investment or for liquidity purposes will be held principally as cash on deposit.

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, as permitted. 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 the amount of its adjusted share capital and reserves.

As mentioned in the Chairman’s statement, under the new VCT rules, the making of new asset-based investments is unlikely to be practicable, so the main concentration of new investments will be in growth and technology companies. The current asset-based portion of the portfolio will, as a result, gradually diminish over time.

Business model
The Company operates as a Venture Capital Trust. This means that the Company has no employees other than its Directors and has outsourced the management of all its operations to Albion Capital Group LLP, including secretarial and administrative services. Further details of the Management agreement can be found below.

Current portfolio sector allocation
The pie chart at the end of the announcement shows the split of the portfolio valuation by sector as at 30 June 2018. Details of the principal investments made by the Company are shown in the Portfolio of investments on pages 21 to 23 of the full Annual Report and Financial Statements.

Direction of portfolio

The analysis of the Company’s investment portfolio shows that the renewable energy, healthcare, education, IT and healthcare technology sectors continue to be the largest elements of the portfolio.

The IT and healthcare technology sectors have continued to grow as a proportion of the portfolio as we have continued to invest in key areas such as cyber security and the management of big data. In line with the proposed new investment policy, we will continue to invest in higher growth technology companies in the future.

Results and dividends

 £’000
Revenue return for the year ended 30 June 2018560 
Capital return for the year ended 30 June 20186,706 
Total return for the year ended 30 June 20187,266 
Dividend of 1 penny per share paid on 30 November 2017(1,467)
Dividend of 1 penny per share paid on 29 March 2018(1,632)
Unclaimed dividends14 
Transferred to reserves4,181 
  
Net assets as at 30 June 201855,414 
  
Net asset value as at 30 June 2018 (pence per share)33.50 
  

The Company paid dividends totalling 2.00 pence per share during the year ended 30 June 2018 (2017: 2.00 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 2.00 pence per share for the year ending 30 June 2019, and has declared a first dividend for the year ending 30 June 2019 of 1 penny per share. This dividend will be paid on 30 November 2018 to shareholders on the register on 2 November 2018.

As shown in the Income statement the capital gain for the year was £6,706,000 (2017: £4,480,000), mainly as a result of the disposals of Grapeshot and Hilson Moran, and the unrealised capital uplifts on ELE Advanced Technologies, Quantexa and Chonais River Hydro. After accounting for intercompany transactions in the prior year, investment income has increased marginally to £1,105,000 (2017: £1,032,000), with revenue return remaining stable at £560,000 (2017: £561,000). The total return for the year was 4.64 pence per share (2017: 4.04 pence per share).
                                       
The Balance sheet shows that the net asset value has increased over the year to 33.50 pence per share (2017: 30.98 pence per share), due to the total return for the year of 4.64 pence per share offset by the payment of the dividend of 2.00 pence per share during the year.

The cash flow for the Company has been a net inflow of £3,355,000 for the year (2017: £2,369,000), reflecting disposal proceeds and the issue of Ordinary shares under the Top Up Offer, offset by dividends paid, new investments in the year and the buy-back of shares.

Review of the business and future changes
A review of the Company’s business during the year is set out in the Chairman’s statement. We believe there should be further progress in the current year, with selected disposals and new investments, and a continued focus on the IT/Software area, alongside other 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.

Details of significant events which have occurred since the end of the financial year are listed in note 21. Details of transactions with the Manager are shown in note 5.

Reduction of share capital and cancellation of capital redemption and share premium reserves
As noted in the Half-yearly Financial Report, the Company obtained authority to reduce the nominal value of its Ordinary shares from 10 pence to 1 penny and cancel the amount standing to the credit of its share premium and capital redemption reserves at the Annual General Meeting on 8 November 2017. The purpose of the proposal was to increase the distributable reserves available to the Company for the payment of dividends, the buy-back of shares, and for other corporate purposes.

The proposal received the consent of the High Court on 13 February 2018, and the changes have been registered at Companies House. Therefore, with effect from 13 February 2018, the share capital of the Company had a nominal value of 1 penny per share. Over time, this will create additional distributable reserves of £39.2 million.

Update on CP1 VCT PLC
CP1 VCT PLC was a wholly-owned subsidiary of the Company. CP1 VCT PLC transferred its business to Crown Place VCT PLC and ceased trading with effect from the date of merger on 12 January 2006. Since then, CP1 VCT PLC has had no further business other than to hold cash and intercompany balances. As mentioned in the Half-yearly Financial Report, PKF Geoffrey Martin & Co Limited were appointed as liquidators to commence the process of members’ voluntary liquidation for CP1 VCT PLC. The final account was agreed and signed off on 29 March 2018, at which point there was no control held by Crown Place VCT PLC. As such, company financial statements have been prepared for Crown Place VCT PLC only.

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 pages 31 and 32 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 30 June 2018. These showed that the Company has complied with all tests and continues to do so.

The Finance Act 2018 contained a number of measures that affects all VCTs. These include:

Future prospects
The Company’s portfolio is well balanced across sectors and risk classes and the Board believes that the Company is well positioned to seek out and capitalise on new opportunities.
             

After a promising result for the year, the Board remains confident that the fundamentals of the companies within the portfolio and the new companies that are being backed, will allow the Company to continue to deliver attractive returns for shareholders.

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

  1. Increase in total shareholder value

The graph on page 12 of the full Annual Report and Financial Statements shows that total shareholder value increased by 4.52 pence per share to 89.23 pence per share (2017: 84.71) for the year ended 30 June 2018.

2. Shareholder return in the year

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 
3.8%11.9%(2.7%)(10.6%)6.3%6.6%4.3%6.6%7.1%4.5%1.5%14.0%14.6%

Source: Albion Capital Group LLP

Methodology: Shareholder return is calculated by the movement in total shareholder value for the year divided by the opening net asset value.

Annual total return to shareholders has remained positive for the ninth consecutive year and for the year ended 30 June 2018 was 14.6 per cent.

3. Dividend distributions

Dividends paid in respect of the year ended 30 June 2018 were 2.00 pence per share (2017: 2.00 pence per share). Cumulative dividends paid since launch (on 18 January 1998) amount to 55.73 pence per share.

4. Ongoing charges
The ongoing charges ratio for the year ended 30 June 2018 remained stable at 2.4 per cent. (2017: 2.4 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 year ahead to remain stable at approximately 2.4 per cent.

5. Running yield
The running yield on the portfolio (investment income divided by the average net asset value) for the year to 30 June 2018 was 2.2 per cent. (2017: 2.5 per cent.).

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 terms of the Management agreement, the Manager is paid an annual fee equal to 1.75 per cent. of the net asset value of the Company plus £50,000 fee per annum for administrative and secretarial services. Total normal running costs, including the management fee, are limited to 3.0 per cent. of the net asset value. The Manager is entitled to an arrangement fee, payable by each portfolio company in which the Company invests, in the region of 2.0 per cent. on each investment made, and also monitoring fees where the Manager has a representative on the portfolio company’s board.

Further details of fees paid to the Manager can be found in note 5.

The management agreement can 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.

Management performance incentive
In order to provide the Manager with an incentive to maximise the return to investors, the Manager is entitled to charge an incentive fee in the event that the returns exceed minimum target levels per share. Under the incentive arrangements, the Company will pay an incentive fee to the Manager of an amount equal to 20% of such excess return that is calculated for each financial year.

The target level requires that the growth of the aggregate of the net asset value per share and dividends paid by the Company or declared by the Board and approved by the shareholders during the relevant period (both revenue and capital), compared with the previous accounting date, exceeds the average base rate of the Royal Bank of Scotland plc plus 2.0 per cent. 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.

There was no management performance incentive fee payable during the year (2017: nil). As at 30 June 2018 the cumulative shortfall of the target return was 2.68 pence per share (2017: 5.72 pence per share) and this amount needs to be made up in the next accounting period(s) before an incentive fee becomes payable.

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. (to be 80 per cent. in respect of accounting periods starting on or after 6 April 2019) investment requirement for venture capital trust status, the long term prospects of current investments, a review of the Management agreement and the services provided therein and benchmarking the performance of the Manager to other service providers. Having carried out this evaluation, the Board believes that it is in the interest 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 has appointed Albion Capital Group LLP as the Company’s AIFM as required by the AIFMD.

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. Thereafter, it is 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 and 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 30 June 2018 can be found in note 16 of the Financial Statements.

Social and community issues, employees and human rights

The Board recognises the requirement under section 414C of the Companies Act 2006 (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”) was effective from 25 May 2018 with the objective of unifying data privacy requirements across the European Union. The Manager, Albion Capital Group LLP, has taken action to ensure that the Manager and the Company are compliant with the regulation.

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

and these are set out in the Directors’ report on pages 32 and 33 of the full Annual Report and Financial Statements.

Risk management
The Board carries out a regular review of the risk environment in which the Company operates. In addition to the risks and uncertainties outlined in the Chairman’s statement, the principal risks and uncertainties of the Company, as identified by the Board, and how they are managed are as follows:

RiskPossible consequence  Risk management
Investment, performance and valuation riskThe 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.

The Company’s investment valuation methodology is reliant on the accuracy and completeness of information that is issued by portfolio companies. In particular, the Directors may not be aware of or take into account certain events or circumstances which occur after the information issued by such companies is reported.
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.
The unquoted investments held by the Company are designated at fair value through profit or loss and valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines. These guidelines set out recommendations, intended to represent current best practice on the valuation of venture capital investments. The valuation takes into account all known material facts up to the date of approval of the Financial Statements by the Board.
VCT approval riskThe 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 riskThe 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 auditor.
Operational and internal control riskThe 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 and Risk Committee reviews the Internal Audit Reports prepared by the Manager’s internal auditor, 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 the Manager, to ensure they continue to have the necessary expertise and resources to deliver the Company’s investment objective and policies. The Manager regularly reviews the performance of its key service providers and reports its results to the Board. 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 riskChanges 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 instruments in 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 sharesThe 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 net asset value dilution to existing investors.

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 30 June 2021. The Directors believe that three years is a reasonable period in which they can assess the ability 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 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 it has 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 30 June 2021.
             
This Strategic report of the Company for the year ended 30 June 2018 has been prepared in accordance with the requirements of section 414A of 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,

Richard Huntingford
Chairman
25 September 2018

Responsibility Statement
In preparing these financial statements for the year to 30 June 2018, the Directors of the Company, being Richard Huntingford, James Agnew, Karen Brade and Penny Freer, confirm that to the best of their knowledge:

A detailed "Statement of Directors' responsibilities” is contained on page 35 of the full audited Annual Report and Financial Statements.


By order of the Board

Richard Huntingford
Chairman
25 September 2018

Income statement

  Year ended
30 June 2018
Year ended
30 June 2017
  RevenueCapitalTotalRevenueCapitalTotal
 Note£’000£’000£’000£’000£’000£’000
 

Gains on investments
3- 7,366 7,366 - 5,011 5,011 
Investment income41,105 - 1,105 2,082 - 2,082 
Investment management fees5(220)(660)(880)(177)(531)(708)
Other expenses6(325)- (325)(920)- (920)
 

Profit on ordinary activities before tax
 560 6,706 7,266 985 4,480 5,465 
Tax on ordinary activities8- - - - - - 
Profit and total comprehensive income attributable to shareholders 560 6,706 7,266 985 4,480 5,465 
Basic and diluted earnings per Ordinary share (pence)* 100.36 4.28 4.64 0.73 3.31 4.04 

* 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 are prepared under guidance published by The Association of Investment Companies.

Balance sheet

  30 June 201830 June 2017
 Note£’000£’000
    
Fixed asset investments1142,91136,328 
    
Current assets   
Investment in subsidiary undertakings13-6,400 
Trade and other receivables less than one year14266303 
Cash and cash equivalents 12,6049,249 
  12,87015,952 
    
Total assets 55,78152,280 
    
Payables: amounts falling due within one year   
Trade and other payables less than one year15(367)(6,699)
    
Total assets less current liabilities 55,41445,581 
    
Equity attributable to equityholders   
Called up share capital161,82916,211 
Share premium 97418,032 
Capital redemption reserve -1,415 
Unrealised capital reserve 12,9736,311 
Realised capital reserve (769)(813)
Other distributable reserve 40,4074,425 
Total equity shareholders’ funds 55,41445,581 
    
Basic and diluted net asset value per share (pence)*1733.5030.98 

* 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 25 September 2018 and were signed on its behalf by

Richard Huntingford
Chairman

Company number: 03495287

Statement of changes in equity

 Called up share
capital
Share premiumCapital redemption reserveUnrealised capital reserveRealised capital reserve*Other distributable reserve*Total
 £’000£’000£’000£’000£’000£’000£’000
As at 1 July 201716,211 18,032 1,415 6,311 (813)4,425 45,581 
Profit and total comprehensive income- - - 5,814 892 560 7,266 
Transfer of previously unrealised losses on disposal of investments- - - 420 (420)- - 
Transfer of previously unrealised revaluations on liquidation of subsidiaries- - - 428 (428)- - 
Dividends paid- - - - - (3,085)(3,085)
Purchase of shares for treasury (including costs)- - - - - (715)(715)
Issue of equity1,778 4,724 - - - - 6,502 
Cost of issue of equity- (135)- - - - (135)
Reduction of share capital and cancellation of reserves(16,160)(21,647)(1,415)- - 39,222 - 
As at 30 June 20181,829 974 - 12,973 (769)40,407 55,414 
As at 1 July 201614,110 13,872 1,415 2,127 (1,109)6,970 37,385 
Profit/(loss) and total comprehensive income- - - 4,986 (82)985 5,889 
Revaluation of investment in subsidiaries- - - (424)- - (424)
Transfer of previously unrealised gains on disposal of investments- - - (378)378 - - 
Dividends paid- - - - - (2,687)(2,687)
Purchase of shares for treasury (including costs)- - - - - (843)(843)
Issue of equity2,101 4,334 - - - - 6,435 
Cost of issue of equity- (174)- - - - (174)
As at 30 June 201716,211 18,032 1,415 6,311 (813)4,425 45,581 

* Included within these reserves is an amount of £20,029,000 (2017: £3,612,000) which is considered distributable. In time, a further £19,609,000 will become distributable.

The nature of each reserve is described in note 2 below.

Statement of cash flows

   Year ended
30 June
2018
£’000
Year ended
 30 June
2017
£’000
Cash flow from operating activities   
Loan stock income received 950858
Deposit interest received 1534
Dividend income received 361,098
Investment management fees paid (836)(672)
Intercompany interest paid -(1,050)
Other cash payments (316)(315)
Net cash flow from operating activities (151)(47)
    
Cash flow from investing activities   
Purchase of fixed asset investments (4,252)(2,917)
Disposal of fixed asset investments 5,1882,546
Receipt of subsidiary cash upon liquidation 1137
Net cash flow from investing activities 947(334)
    
Cash flow from financing activities   
Issue of share capital 5,8695,833
Cost of issue of equity (3)(2)
Equity dividends paid (2,595)(2,255)
Purchase of own shares for treasury (including costs) (712)(826)
Net cash flow from financing activities 2,5592,750
    
Increase in cash and cash equivalents  3,3552,369
Cash and cash equivalents at the start of the year9,2496,880
Cash and cash equivalents at the end of the year12,6049,249
   
Cash and cash equivalents comprise:  
Cash at bank and in hand12,6049,249
Cash equivalents--
Total cash and cash equivalents12,6049,249

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 Statement of Recommended Practice “Financial Statements of Investment Trust Companies and Venture Capital Trusts” (“SORP”) issued by The Association of Investment Companies (“AIC”). Following the liquidation of CP1 VCT PLC on 29 March 2018 (and CP2 VCT PLC in March 2017), there ceased to be a Group, and as such, the Directors opted to prepare the Company accounts in accordance with FRS 102. As such, the comparative Income statement and related notes are for the Company and not the Group. This is the first period in which the Financial Statements have been prepared under FRS 102. On adoption of, and in accordance with, FRS 102, loans and receivables previously measured at amortised cost using the effective interest rate method less impairment have been classified at fair value through profit or loss (“FVTPL”). This has not led to a material change in value and so has not led to a restatement of comparatives, further details of which are in note 18.

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 FVTPL. The Company values investments by following the 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 and creditors and cash are carried at amortised cost, in accordance with FRS 102. There are no financial liabilities other than creditors.

Investment income
Quoted and unquoted equity income
Dividends receivable on quoted equity shares are recognised on the ex-dividend date. Income receivable on unquoted equity is recognised when the Company’s right to receive payment and expected settlement is established.

Unquoted loan stock 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, performance incentive fees and other expenses
All expenses have been accounted for on an accruals basis. Expenses are charged through the revenue column of the Income statement, except for management fees and performance incentive fees which are allocated in part to the capital column of the Income statement, to the extent that these relate to the maintenance or enhancement in the value of the investments and in line with the Board’s expectation that over the long term 75 per cent. of the Company’s investment returns will be in the form of capital gains.

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 reserve
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 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 smaller companies principally based in the UK.

3. Gains on investments

 Year ended
30 June 2018
Year ended
 30 June 2017
 £’000£’000
Unrealised gains on fixed asset investments5,8144,986
Realised gains on fixed asset investments1,552449
Unrealised losses on revaluation of subsidiary-(424)
 7,3665,011
   

4. Investment income

 Year ended
30 June 2018
Year ended
30 June 2017
 £’000£’000
Income recognised on investments  
Loan stock interest and other fixed returns1,056953
UK dividend income3251
Bank deposit interest1728
Dividend income from subsidiary-1,050
 1,1052,082

No interest income was earned on impaired investments during the year (2017: £68,000).

5. Investment management fees

 Year ended 30 June 2018Year ended 30 June 2017
 RevenueCapitalTotalRevenueCapitalTotal
 £’000£’000£’000£’000£’000£’000
 

Investment management fee
220660880177531708

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 £930,000 (2017: £758,000) were purchased by the Company from Albion Capital Group LLP comprising £880,000 in respect of management fees (2017: £708,000) and £50,000 in respect of administration fees (2017: £50,000).  At the financial year end, the amount due to Albion Capital Group LLP in respect of these services disclosed as accruals and deferred income was £254,500 (administration fee accrual: £12,500, management fee accrual £242,000) (2017:  £211,500).

Albion Capital Group LLP is, from time to time, eligible to receive an arrangement fee and monitoring fees from portfolio companies. During the year ended 30 June 2018 fees of £155,000 attributable to the investments of the Company were received pursuant to these arrangements (2017: £125,000).

Albion Capital Group LLP, its partners and staff hold 732,510 Ordinary shares in the Company.

6. Other expenses

 Year ended
30 June 2018
Year ended
30 June 2017
 £’000£’000
 

Directors’ fees (including NIC)
9392
Auditor’s remuneration:
- audit of the statutory Financial Statements (excluding VAT)
2926
- the auditing of accounts of subsidiaries of the Company pursuant to legislation (excluding VAT)-3
Fees for the liquidation of CP1 VCT PLC (excluding VAT)4-
Other administrative expenses199173
Interest paid to subsidiary-626
 325920
   

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

 Year ended
30 June 2018
£’000
Year ended
 30 June 2017
£’000
 

Directors’ fees
8686
National insurance76
 9392

The Company’s key management personnel are the Directors. Further information regarding Directors’ remuneration can be found in the Directors’ remuneration report on pages 42 and 43 of the full Annual Report and Financial Statements.

8. Tax on ordinary activities

   
  Year ended
30 June 2018
£’000
Year ended
 30 June 2017
£’000
 

UK corporation tax charge
--


 Year ended 30 June 2018Year ended 30 June 2017
Factors affecting the charge£’000£’000
   
Return on ordinary activies before taxation7,2665,465
Tax charge on profit at the average companies rate of 19.0% (2017: 19.75%)1,3811,079
Factors affecting the charge:  
Non-taxable gains(1,400)(990)
Income not taxable(6)(217)
Unutilised management expenses25128
 --

The tax charge for the year shown in the Income statement is lower than the average standard rate of corporation tax of 19.00 per cent. (2017: average rate of 19.75 per cent.). The differences are explained above.

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)          No provision for deferred tax has been made in the current or prior accounting period.  The Company has not recognised a deferred tax asset of £2,830,000 (2017: £2,805,000) in respect of unutilised management expenses and non-trading deficits as it is not considered sufficiently probable that there will be taxable profits against which to utilise these expenses in the foreseeable future.

9. Dividends

    Year ended
30 June 2018
Year ended
30 June 2017
 
    £’000£’000
First dividend of 1 penny per share paid on 30 November 2017
(30 November 2016 – 1 penny per share)
   1,4671,282
Second dividend of 1 penny per share paid on 29 March 2018
(31 March 2017 – 1 penny per share)
   1,6321,405
Unclaimed dividends   (14)-
    3,0852,687

In addition to the dividends paid above, the Board has declared a first dividend for the year ending 30 June 2019, of 1 penny per share. This will be paid on 30 November 2018 to shareholders on the register on 2 November 2018. The total dividend will be approximately £1,654,000.

10. Basic and diluted return per share

 Year ended 30 June 2018 Year ended 30 June 2017
 RevenueCapitalTotalRevenueCapitalTotal
Return attributable to equity shares (£’000)5606,7067,2669854,4805,465
Weighted average shares (excluding treasury shares)156,706,633135,345,435
Return attributable per Ordinary share (pence) (basic and diluted)0.364.284.640.733.314.04

The return per share has been calculated excluding treasury shares of 17,471,410 (2017: 15,002,410).

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

 30 June 2018
£’000
30 June 2017
£’000
Investments held at fair value through profit or loss  
Unquoted equity and preference shares26,10518,573
Quoted equity273395
Loan stock16,53317,360
 42,91136,328


 30 June 2018
  £’000
30 June 2017
£’000
Opening valuation36,32830,296
Purchases at cost5,0692,922
Disposal proceeds(5,951)(2,414
Realised gains1,552449
Movement in loan stock accrued income9989
Unrealised gains5,8144,986
Closing valuation 42,91136,328
   
Movement in loan stock accrued income  
Opening accumulated movement in loan stock accrued income306217
Movement in loan stock accrued income9989
Closing accumulated movement in loan stock accrued income405306
   
Movement in unrealised gains  
Opening accumulated unrealised gains6,6722,064
Transfer of previously unrealised gains/(losses) to realised reserves on disposal of investments420(378)
Movement in unrealised gains5,8144,986
Closing accumulated unrealised gains12,9066,672
   
Historic cost basis  
Opening book cost29,35028,015
Purchases at cost5,0692,922
Disposals at cost(4,819)(1,419)
Cost of investments written off but still held-(167)
Closing book cost29,60029,350
   

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 in accordance with the IPEVCV guidelines as follows:

 30 June 201830 June 2017
Investment valuation methodology£’000£’000
Third party valuation – earnings multiple16,14218,151
Cost and price of recent investment (reviewed for impairment or uplift)10,1035,892
Third party valuation – discounted cash flow8,7956,735
Earnings multiple3,900279
Revenue multiple2,7151,462
Net assets9832,933
Agreed sale price/Offer price-481
 42,63835,933

Fair value investments had the following movements between investment methodologies between 30 June 2017 and 30 June 2018:




Change in investment valuation methodology (2017 to 2018)
Value as at
30 June 2018
£’000
Explanatory note
   
Net assets to earnings multiple3,404More relevant valuation methodology
Cost to revenue multiple1,157More relevant valuation methodology
Cost to earnings multiple289More 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 30 June 2018.

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 hierarchyDefinition
Level 1Unadjusted 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.

The Company’s investments measured at fair value through profit or loss (Level 3) had the following movements in the year to 30 June 2018:

 30 June 201830 June 2017
 EquityLoan stockTotalEquityLoan stockTotal
 £’000£’000£’000£’000£’000£’000
Opening balance18,57317,36035,93311,5428,90320,445
Adjustment to fair value*----9,3339,333
Opening balance (adjusted to fair value)18,57317,36035,93311,54218,23629,778
Additions1,7433,3265,0692,0022,4154,417
Disposal proceeds(2,621)(3,330)(5,951)(995)(2,969)(3,964)
Debt/equity conversion915(915)-1,555(1,500)55
Realised gains1,494581,55271378449
Unrealised gains/(losses)6,001(65)5,9364,3987115,109
Accrued loan stock interest-9999-8989
Closing balance26,10516,53342,63818,57317,36035,933

* As per FRS 102 adoption the loan stock balance for 2017 has been adjusted to include £9,333,000 of investments at fair value that were previously held under amortised cost.

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. 56 per cent. of the portfolio of investments consisting of equity and loan stock is based on recent investment price, net assets and cost, and as such the Board believe that changes to reasonable possible alternative input assumptions (by adjusting the earnings and revenue multiples) for the valuation of the remainder of the portfolio could lead to a significant change in the fair value of the portfolio. The impact of these changes could result in an increase in the valuation of the equity investments by £715,000 (2.7%) or a decrease in the valuation of equity investments by £709,000 (2.7%). 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, market values for buildings and market value per room for care homes; 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 of a portfolio company. 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 or 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 30 June 2018 as described below:

 

Company
Registered address and country of incorporation 

Principal activity
% class and share type% total voting rightsAggregate capital and reserves £’000Profit for the year

 

£’000
ELE Advanced Technologies LimitedCotton Tree Lane, Lancashire, BB8 7BH, Great BritainManufacturer of precision engineering components74.3% B Ordinary41.9%4,40034
       

13. Investments in subsidiary undertakings

 30 June 2018
 CP1 VCT PLCCP2 VCT PLCTotal
 £’000£’000£’000
Carrying value as at 1 July 20176,400-6,400
Movement in subsidiary net assets(6,400)-(6,400)
Carrying value as at 30 June 2018---


 30 June 2017
 CP1 VCT PLCCP2 VCT PLCTotal
 £’000£’000£’000
Carrying value as at 1 July 20166,8238,23015,053
Movement in subsidiary net assets(423)(8,230)(8,653)
Carrying value as at 30 June 20176,400-6,400


  

As mentioned in the Half-yearly Financial Report, PKF Geoffrey Martin & Co Limited were appointed as liquidators to commence the process of members’ voluntary liquidation for CP1 VCT PLC. The final account was agreed and signed off on 29 March 2018, at which point intercompany balances were offset and waived, and there was no control held by Crown Place VCT PLC.

CP1 VCT PLC30 June 201830 June 2017
Nominal value of shares held-£6,382,746
Percentage of total voting rights held-100%

14. Current assets

Trade and other receivables less than one year30 June 201830 June 2017
 £’000£’000
Prepayments and accrued income1819
Other debtors248284
 266303

15. Payables: amounts falling due within one year

 30 June 201830 June 2017
 £’000£’000
Accruals & deferred income319272
Trade creditors4843
Amounts due to subsidiary undertakings-6,384
 3676,699

16. Called up share capital

Ordinary shares
£'000
162,110,978 Ordinary shares of 10p each at 30 June 201716,211
17,449,881 Ordinary shares of 10p each issued during the period to 12 February 20181,745
Reduction of nominal amount of Ordinary shares of 10p each to 1 penny each on 13 February 2018(16,160)
3,305,299 Ordinary shares of 1 penny each issued from 13 February 2018 to 30 June 201833
182,866,158 Ordinary shares of 1 penny each at 30 June 20181,829
15,002,410 Ordinary shares of 10p each held in treasury at 30 June 2017(1,500)
1,309,000 Ordinary shares of 10p each purchased during the period to 12 February 2018 to be held in treasury(131)
Reduction of nominal amount of Ordinary shares of 10p each to 1 penny each on 13 February 20181,468
1,160,000 Ordinary shares of 1 penny each purchased during the period from 13 February 2018 to 30 June 2018 to be held in treasury(12)
17,471,410 Ordinary shares of 1 penny each held in treasury at 30 June 2018(175)
Voting rights of 165,394,748 Ordinary shares of 1 penny each at 30 June 20181,654

Reduction of share capital and cancellation of capital redemption and share premium reserves
As noted in the Half-yearly Financial Report, the Company obtained authority to reduce the nominal value of its Ordinary shares from 10 pence to 1 penny and cancel the amount standing to the credit of its share premium and capital redemption reserves at the Annual General Meeting on 8 November 2017. The purpose of the proposal was to increase the distributable reserves available to the Company for the payment of dividends, the buy-back of shares, and for other corporate purposes.

The proposal received the consent of the Court on 13 February 2018, and the changes have been registered at Companies House. Therefore, with effect from 13 February 2018, the share capital of the Company has a nominal value of 1 penny per share.

The Company purchased 2,469,000 Ordinary shares for treasury (2017: 3,087,000) during the year at a total cost of £715,000 (2017: £843,000).

The total number of shares held in treasury as at 30 June 2018 was 17,471,410 (2017: 15,002,410) representing 9.6 per cent. of the shares in issue as at 30 June 2018.

Under the terms of the Dividend Reinvestment Scheme Circular dated 26 February 2009, the following new Ordinary shares of nominal value 10 pence each (up to 13 February 2018)/1 penny each (from 13 February 2018) were allotted during the year:

 

 

 

Allotment date
 

Number of shares allotted
Aggregate nominal value of shares
(£’000)
 

Issue price
(pence per share)
Net invested
(£’000)
Opening market price on allotment
(pence per share)
30 November 2017761,2587630.7123228.88
29 March 2018888,509930.4726928.40
 1,649,767  501 

Under the terms of the Albion VCTs Prospectus Top Up Offers 2017/18, the following new Ordinary shares of nominal value 10 pence each (up to 13 February 2018)/1 penny each (from 13 February 2018) were issued during the year:

 

 

 

Allotment date
 

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 20174,335,68943331.201,33228.88
17 November 20172,657,44726631.4081828.88
17 November 20175,346,26953531.501,64228.88
31 January 20184,349,21843531.501,33628.60
5 April 20181,980,7782031.3060529.00
11 April 2018169,993231.005228.40
11 April 20185,787-31.10228.40
11 April 2018260,232331.307928.40
 19,105,413  5,866 

17. Basic and diluted net asset value per share

The Company net asset value attributable to the Ordinary shares at the year end was as follows:

   30 June 201830 June 2017
Net asset value per share attributable (pence)  33.5030.98

The net asset value per share at the year end is calculated in accordance with the Articles of Association and is based upon total shares in issue less treasury shares of 165,394,748 shares (2017: 147,108,568) as at 30 June 2018.

There are no convertible instruments, derivatives or contingent share agreements in issue.

18. First time adoption of FRS 102
In the prior year Financial Statements, loan stock (excluding convertible bonds and debt issued at a discount) were classified as loans and receivables as permitted by IAS 39 and measured at amortised cost using the effective interest rate method less impairment. This is the first year of application of FRS 102 and if FRS 102 had been applied in the prior year and loan stock had been valued at “fair value” this would have seen a reduction in value of loan stock by £136,000 which would have been a 0.8% difference as a percentage of total loan stock valuation (£17,360,000). As the first time adoption of FRS 102 had no material impact, no restatement of comparatives is necessary.

19. Capital and financial instruments risk management

The Company’s capital comprises Ordinary shares as described in note 16. The Company is permitted to buy back its own shares for cancellation or treasury purposes, and this is described in more detail in the Strategic report.

The Company’s financial instruments comprise equity and loan stock investments in unquoted companies, equity in quoted companies, contingent receipts on disposal of fixed asset investments, cash balances, debtors and creditors which arise from its operations. The main purpose of these financial instruments is to generate revenue and capital appreciation for the Company’s operations. The Company has no gearing or other financial liabilities apart from short term payables. 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 as follows:

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 unquoted and quoted companies, details of which are shown on pages 21 to 23 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 companies 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 £42,911,000 (2017: £36,328,000). Fixed asset investments form 77 per cent. of the net asset value as at 30 June 2018 (2017: 80 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 approximately 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 21 to 23 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. (2017: 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 £4,291,100 (2017: £3,632,800). Further sensitivity analysis on fixed asset investments is included in note 11.

Interest rate risk
It is the Company’s policy to accept a degree of 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 or fall of half a percentage point in all interest rates would be immaterial due to the level of fixed rate loan stock held within the portfolio. The impact of half a percentage point 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 weighted average interest rate applied to the Company’s fixed rate assets during the year was approximately 7.0 per cent. (2017: 5.9 per cent.). The weighted average period to maturity for the fixed rate assets is approximately 3.2 years (2017: 3.2 years).

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

 30 June 201830 June 2017
  

Fixed rate
£’000
Floating rate
£’000
Non-interest £’000Total
£’000
 

Fixed rate
£’000
Floating rate
£’000
Non-interest £’000Total
£’000
Loan stock15,913-62016,53316,826-53417,360
Equity--26,37826,378--18,96818,968
Receivables*--248248--285285
Payables--(367)(367)(6,384)-(315)(6,699)
Cash-12,604-12,604-9,249-9,249
 15,91312,60426,87955,39610,4429,24919,47239,163

*The receivables do not reconcile to the balance sheet as prepayments 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 loan stock, and 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.

Bank deposits are held with banks 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 Manager and the Board formally review credit risk (including receivables) and other risks, both at the time of initial investment and at quarterly Board meetings.

The Company’s total gross credit risk at 30 June 2018 was limited to £16,533,000 (2017: £17,360,000) of loan stock instruments (all are secured on the assets of the portfolio company), £12,604,000 (2017: £9,249,000) of cash deposits with banks and £248,000 (2017: £285,000) of deferred consideration and receivables.

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), National Westminster Bank plc and Barclays 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 credit profile of loan stock is described under liquidity risk shown below.

The cost, impairment and carrying value of impaired loan stocks at 30 June 2018 and 30 June 2017 are as follows:

 30 June 201830 June 2017
  

Cost
 

Impairment
Carrying value 

Cost
 

Impairment
Carrying value
 £’000£’000£’000£’000£’000£’000
Impaired loan stock2,158 (702)1,4564,279 (867)3,412

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 estimate that the security value approximates to the carrying value.

Liquidity risk
Liquid assets are held as cash on current short term deposit accounts. Under the terms of its Articles, the Company has the ability to borrow up to the amount of its adjusted capital and reserves of the latest published audited balance sheet, which amounts to £53,760,000 (2017: £44,110,000) as at 30 June 2018.

The Company has no committed borrowing facilities as at 30 June 2018 (2017: nil) and had cash balances of £12,604,000 (2017: £9,249,000).  The main cash outflows are for new investments, dividends and share buy-backs, 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 £367,000 (2017: £6,699,000) for the year to 30 June 2018.

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

 30 June 201830 June 2017
Redemption dateFully performing
£’000
Impaired
£’000
Past due
£’000
Total
£’000
Fully performing
£’000
Impaired
£’000
Past due
£’000
Total
£’000
Less than one year7851,2883072,3801,0831,2383202,641
1-2 years4,971639796,0133,3792,0865566,021
2-3 years2,5801056373,3221,48761,4742,967
3-5 years2,111-3322,4432,775825753,432
5 + years701-1,6742,3751,973-3262,299
Total11,1481,4563,92916,53310,6973,4123,25117,360

Loan stock can be past due as a result of interest or capital not being paid in accordance with contractual terms. Past due loan stock is not impaired. The average annual interest yield on the total cost of past due loan stocks is 3.4 per cent. (2017: 7.2 per cent.).

No balances, other than loan stock, are past due or impaired.

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 30 June 2018 are stated at fair value as determined by the Directors, with the exception of receivables and payables and cash which are carried at amortised cost, in accordance with FRS 102. There are no financial liabilities other than payables. 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.

20. Contingencies and guarantees
As at 30 June 2018, the Company had no financial commitments in respect of investments (2017: £5,000).

There are no contingencies or guarantees of the Company as at 30 June 2018 (2017: £nil).

21. Post balance sheet events

Since 30 June 2018 the Company has completed the following investment transactions:

22. Related party transactions

23. 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 30 June 2018 and 30 June 2017, 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 30 June 2018, 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.

The Company's Annual General Meeting will be held at The City of London Club, 19 Old Broad Street, London, EC2N 1DS on 29 November 2018 at 11:00 am.

24. 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/CRWN, where the Report can be accessed via a link in the 'Financial Reports and Circulars' section.

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Crown Place VCT PLC: Annual Financial Report - RNS