Octopus VCT Octopus VCT PLC : Half-yearly report -4-
11 Octubre 2012 - 11:26AM
UK Regulatory
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Notes to the Half-Yearly Report
1. Basis of preparation
The unaudited half-yearly results which cover the six months to 31 August 2012
have been prepared in accordance with the Accounting Standards Board's (ASB)
statement on half-yearly financial reports (July 2007) and adopting the
accounting policies set out in the statutory accounts of the Company for the
period ended 29 February 2012, which were prepared under UK GAAP and in
accordance with the Statement of Recommended Practice for Investment Companies
issued by the Association of Investment Companies in January 2009.
2. Publication of non-statutory accounts
The unaudited half-yearly results for the six months ended 31 August 2012 do not
constitute statutory accounts within the meaning of s.415 of the Companies Act
2006. The comparative figures for the period ended 29 February 2012 have been
extracted from the audited financial statements for that period, which have been
delivered to the Registrar of Companies. The independent auditor's report on
those financial statements, in accordance with chapter 3, part 16 of the
Companies Act 2006, was unqualified. This half-yearly report has not been
reviewed by the Company's auditor.
3. Earnings per share
The earnings per share at 31 August 2012 is calculated on the basis of
52,145,218 (31 August 2011: 52,214,787 and 29 February 2012: 52,192,487) shares,
being the weighted average number of shares in issue during the period.
There are no potentially dilutive capital instruments in issue and, therefore,
no diluted return per share figures are relevant. The basic and diluted earnings
per share are therefore identical.
4. Net asset value per share
The net asset value per share is calculated on the basis of 52,145,218 (31
August 2011: 52,214,787 and 29 February 2012: 52,145,218) shares in issue at
that date.
5. Principal Risks and Uncertainties
The Company's assets consist of equity and fixed-rate interest investments, cash
and liquid resources. Its principal risks are therefore market risk, credit risk
and liquidity risk. Other risks faced by the Company include economic, loss of
approval as a VCT, investment and strategic, regulatory, reputational,
operational and financial risks. These risks, and the way in which they are
managed, are described in more detail in the Company's Annual Report and
Accounts for the period ended 29 February 2012. The Company's principal risks
and uncertainties have not changed materially since the date of that report.
6. Contingencies, guarantees and financial commitments
Under the terms of the Investment Management agreement, Octopus is entitled to
an annual management fee of 2.0% of net assets. However, the annual management
fee will be rolled up (without interest) and will only be paid to Octopus once
shareholders have received dividends and distributions during the life of the
Company totalling or exceeding 105p per share. Octopus will only be entitled to
receive an annual management fee for the period from the date on which shares
are first allotted under the Offer until the date on which the general meeting
is held (expected to be in August 2015) at which shareholders will be asked to
approve a motion regarding the future of the company.
In view of the early stage of the investment process, the Directors do not
currently believe there is sufficient certainty that any management fee will be
paid, and have therefore made no accrual in respect of any fee potentially
payable. In relation to management fees, there was a contingent liability of
GBP2,450,000 as at 31 August 2012 (29 February 2012: GBP1,950,000).
Provided that an intermediary continues to act for a shareholder and the
shareholder continues to be the beneficial owner of the shares, intermediaries
will be paid an annual trail commission up to 0.5% of the initial net asset
value. Trail commission of GBP120,000 was paid during the six month period to 31
August 2012 (31 August 2011: GBP314,000 and 29 February 2012: GBP433,000) and there
was GBPnil outstanding at the period end.
There were no further contingencies, guarantees or financial commitments as at
31 August 2012 (31 August 2011: none and 29 February 2012: none).
7. Related Party Transactions
Martijn Kleibergen, a non-executive director of Octopus VCT plc, is an employee
of Octopus Investments Limited. Octopus VCT plc has employed Octopus throughout
the period as Investment Manager. Octopus VCT plc has paid Octopus GBPnil in the
period as a management fee and there is GBPnil outstanding at the balance sheet
date.
The fee in respect of the accounting and administrative services, charged at
0.3% of the net asset value, is
payable quarterly in arrears and is calculated at annual intervals as at 28
February.
In addition, Octopus also provides secretarial services for an additional fee of
GBP15,000 per annum.
7. Copies of this statement will be made available to all shareholders.
Copies are also available from the registered office of the Company at 20 Old
Bailey, London, EC4M 7AN, and will also be available to view on the Investment
Manager's website at www.octopusinvestments.com.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Octopus VCT PLC via Thomson Reuters ONE
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