ProVen Plnd Ex VCT ProVen Planned Exit VCT plc : Half-yearly report
28 Septiembre 2012 - 5:40AM
UK Regulatory
TIDMPPE
ProVen Planned Exit VCT plc
Half-Yearly Report
For the Six Months Ended 31 July 2012
Financial Summary
Ordinary Shares 31 July 31 January
2012 2012
Net asset value per share ("NAV") 84.7p 88.7p
Dividends paid since launch 6.0p 3.0p
Total return (NAV plus dividends paid since launch) 90.7p 91.7p
Mid market share price 87.0p 97.0p
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'A' Shares 31 July 31 January
2012 2012
Net asset value per share ("NAV") 0.1p 0.1p
Dividends paid since launch - -
Total return (NAV plus dividends paid since launch) 0.1p 0.1p
Mid market share price 0.1p 0.1p
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Chairman's Statement
Introduction
I have pleasure in presenting the half year report for ProVen Planned Exit VCT
plc (the "Company") for the period to 31 July 2012.
Portfolio activity and valuation
At 31 July 2012, the Company's unquoted investment portfolio comprised three
investments at a cost and valuation of GBP1.2 million. In addition, the Company
held cash and liquidity funds of GBP2.9 million. The liquid funds balance
represents the initial fundraising proceeds, net of income and expenditure, held
whilst the Investment Manager assesses the merits of investment opportunities
under consideration and to meet future dividends and Company expenses. The
unquoted investments are at an early stage of their development but are broadly
progressing to plan and are valued at their initial investment cost. Further
detail is provided in the accompanying Investment Manager's Report.
Results
The loss on activities after taxation was GBP49,000, comprising a revenue loss of
GBP28,000 and a capital loss of GBP21,000. The net asset value total return,
comprising net asset value and dividends paid, was 90.7p per Ordinary Share and
0.1p per 'A' Share. At this stage in the Company's development, revenue and
realisations from qualifying investments tends to be low and the tax efficiency
of distributing regular dividends results in a corresponding fall in net asset
value per share.
Dividends
In accordance with the terms of the Offer, the Directors intend that the Company
pays two dividends per year of 3p each, subject to the availability of
sufficient cash reserves and distributable reserves. Since its launch, the
Company has paid two dividends of 3p per Ordinary Share on 21 December 2011 and
6 June 2012.
I am pleased to announce the payment of a further dividend of 3p per Ordinary
Share, an interim dividend for the year ending 31 January 2013. This will be
paid on 21 November 2012 to shareholders on the register as at 9 November 2012.
No dividend will be payable on the 'A' Shares.
Share buybacks
The Directors intend that, in the five years following the first allotment of
shares, the Company will operate a policy of buying back its own shares for
cancellation at a zero discount to net asset value. It should be noted, however,
that a disposal of VCT shares within five years from allotment may result in the
loss of the initial income tax relief. Given the intended life of the Company,
it is not intended that any shares will be bought back after the 5th anniversary
of the first allotment of shares.
No shares were purchased by the Company during the period.
Investor presentation
The Investment Manager will be holding its annual VCT shareholder presentation
on Monday 22 October 2012 at the Royal College of Surgeons, 35-43 Lincoln's Inn
Fields, London WC2A 3PE. This event provides shareholders with the opportunity
to meet the Investment Manager, Board directors and other shareholders, and to
hear directly from some of the portfolio companies. Shareholders should have
received an invitation with the Company's annual report but if you have not and
would like to attend, then please contact the Investment Manager at 39 Earlham
Street, London WC2H 9LT or by telephone on 020 7845 7820.
The Board also welcomes shareholder feedback and comments outside of formal
events and meetings and can be contacted initially through the Investment
Manager.
Peter LR Hewitt
Chairman
Investment Manager's Report
Introduction
We have pleasure in presenting our half yearly report to 31 July 2012 for ProVen
Planned Exit VCT plc. The broad economic backdrop has remained little changed
for some time with funding for businesses remaining challenging.
Portfolio performance and activity
At 31 July 2012, the Company's unquoted investment portfolio comprised three
holdings at a cost and valuation of GBP1.2 million. In addition, the Company held
GBP2.9 million in cash and liquidity funds.
During the six months to 31 July 2012, the Company completed two new
investments: a GBP600,000 investment in Cross Solar PV Limited and a GBP400,000
investment in Long Eaton Healthcare Limited ("LEH"). The Company's GBP250,000 loan
investment in Campden Media Limited was repaid in full, in accordance with the
original investment plan.
Cross Solar is a new solar installation company which is taking advantage of the
Government backed feed-in-tariffs available on small scale solar installations.
LEH provides pharmacy services in an existing health centre in Long Eaton, near
Nottingham and is managed by APM Healthcare, in which other Beringea-managed
VCTs have invested. APM Healthcare, through its subsidiary Community Pharmacies
(UK) Limited, is establishing a number of niche pharmacies in conjunction with
local GPs. These provide local operating freedom for GPs but with expert support
and guidance from a centralised head office.
The Company's other unquoted investment, Eagle-i Music Limited, was established
to own and collect royalties associated with publishing rights in the music
entertainment industry. It is progressing to plan and has been valued at cost.
The main investor and parent company, Eagle Rock Entertainment Group Limited, is
a long established, Grammy Award winning company which has received over 30
Multi-Platinum, over 50 Platinum and over 90 Gold Discs, worldwide. Beringea-
managed VCTs first invested in Eagle Rock in 2007 and the investment in Eagle-i
Music was made alongside ProVen Growth and Income VCT plc.
Outlook
We have made good progress towards meeting the Company's investment targets
under the VCT regulations. As an established VCT manager we see potential
investment opportunities from range of advisers and intermediaries as well as
being able to source opportunities through the existing portfolio of the other
VCTs which we manage. The advantage of this dual approach has already been
demonstrated with the investment portfolio. We look forward to identifying
further attractive investment opportunities with the aim of ultimately
delivering the targeted investment returns for shareholders.
Beringea LLP
Summary of Investment Movements
for the six months ended 31 July 2012
Additions (at cost)
GBP'000
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Cross Solar PV Limited 600
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Long Eaton Healthcare Limited 400
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1,000
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Disposals
Market Realised
value at gain/
1 February Disposal Gain/(loss) (loss) in
Cost 2012 proceeds against cost period
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Campden Media 250
Limited 250 250 - -
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Summary of Investment Portfolio
as at 31 July 2012
Unrealised gain/(loss) % of portfolio
Cost Valuation in the period by value
GBP'000 GBP'000 GBP'000
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Top venture capital
investments
Cross Solar PV 600 600 - 14.6%
Limited*
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Long Eaton Healthcare 9.7%
Limited** 400 400 -
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Eagle-i Music 200 200 - 4.9%
Limited***
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1,200 1,200 - 29.2%
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Current asset 1,002 24.4%
investments -
liquidity funds
=-------------------------------------------------------------- ---------------
Cash at bank and in 46.4%
hand 1,905
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Total investments 4,107 100.0%
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All venture capital investments are unquoted unless otherwise stated.
* Cross Solar PV Limited is also held by ProVen VCT plc and ProVen
Growth and Income VCT plc.
** Long Eaton Healthcare Limited is also held by ProVen VCT plc, ProVen
Growth and Income VCT plc and ProVen Health VCT plc.
*** Eagle-i Music Limited is also held by ProVen Growth and Income VCT plc.
ProVen VCT plc and ProVen Growth and Income VCT plc also hold an investment in
Eagle Rock Entertainment Group Limited which is a significant shareholder in
Eagle-i Music Limited.
Unaudited Balance Sheet
as at 31 July 2012
31 July 31
2012 January
2012
GBP'000 GBP'000
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Fixed assets
Investments 1,200 450
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Current assets
Debtors 20 10
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Current investments 1,002 380
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Cash at bank and in hand 1,905 3,523
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2,927 3,913
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Creditors: amounts falling due within one year (40) (82)
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Net current assets 2,887 3,831
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Net assets 4,087 4,281
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Capital and reserves
Called up Ordinary Share capital 5 5
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Called up 'A' Share capital 7 7
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Share premium account - -
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Special reserve 4,255 4,400
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Capital reserve - realised (67) (46)
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Revenue reserve (113) (85)
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Total equity shareholders' funds 4,087 4,281
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Basic and diluted net asset value per share
Ordinary Share 84.7p 88.7p
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'A' Share 0.1p 0.1p
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Unaudited Income Statement
for the six months ended 31 July 2012
Period ended
Six months ended Period ended 31 January
31 July 2012 31 July 2011 2012
Revenue Capital Total Revenue Capital Total Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
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Income 33 - 33 - - - 13
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Investment
management fee (7) (21) (28) (6) (19) (25) (49)
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Other expenses (54) - (54) (52) - (52) (95)
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Return on
ordinary (28) (21) (49) (58) (19) (77) (131)
activities before
taxation
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Tax on ordinary - - - - - - -
activities
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Return
attributable to (28) (21) (49) (58) (19) (77) (131)
equity
shareholders
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Basic and diluted
return per share
Ordinary Share (0.6p) (0.4p) (1.0p) (1.3p) (0.4p) (1.7p) (2.9p)
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'A' Share - - - - - - -
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Reconciliation of Movements in Shareholders' Funds
31 July 31 January
2012 2012
GBP'000 GBP'000
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Opening shareholders' funds 4,281 -
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Proceeds from share issues - 4,714
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Share issue costs - (157)
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Total recognised return for the period (49) (131)
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Dividends paid (145) (145)
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Closing shareholders' funds 4,087 4,281
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Unaudited Cash Flow Statement
for the six months ended 31 July 2012
Six months Period
ended 31 July 2012 ended
31 January
2012
Note GBP'000 GBP'000
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Net cash outflow from operating A
activities (101) (59)
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Capital expenditure
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Purchase of investments (1,000) (450)
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Disposal of investments 250 -
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Net cash outflow from capital
expenditure (750) (450)
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Equity dividends paid (145) (145)
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Management of liquid resources
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Purchase of current investments held as
liquidity funds (622) (500)
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Withdrawal from liquidity funds - 120
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Net cash outflow from liquid resources (622) (380)
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Net cash outflow before financing (1,618) (1,034)
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Financing
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Proceeds from Ordinary Share issue - 4,707
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Proceeds from 'A' Share issue - 7
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Proceeds from Preference Share issue - 50
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Redemption of Preference Shares - (50)
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Share issue costs - (157)
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Net cash inflow from financing - 4,557
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(Decrease)/Increase in cash B (1,618) 3,523
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Notes to the cash flow statement:
A Net cash flow from operating
activities
Return on ordinary activities before
taxation (49) (131)
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Increase in debtors (10) (10)
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(Decrease)/increase in creditors (42) 82
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Net cash outflow from operating
activities (101) (59)
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B Analysis of net funds
Beginning of period 3,523 -
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Net cash (outflow)/inflow (1,618) 3,523
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End of period 1,905 3,523
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Notes to the Unaudited Financial Statements
1. The unaudited half yearly results cover the six months to 31 July 2012
and have been prepared in accordance with Statement of Recommended Practice
"Financial Statements of Investment Trust Companies and Venture Capital Trusts"
revised January 2009 and in accordance with the accounting policies set out in
the statutory accounts for the period ended 31 January 2012, which were prepared
under UK Generally Accepted Accounting Practice.
2. All revenue and capital items in the Income Statement derive from
continuing operations.
3. There are no recognised gains or losses other than those disclosed in the
Income Statement.
4. The Company has only one class of business and derives its income from
investments made in shares, securities and bank deposits.
5. The comparative figures were in respect of the period ended 31 January
2012 and the period ended 31 July 2011.
6. Basic and diluted return per Ordinary Share for the period has been
calculated on 4,818,237 shares, being the weighted average number of shares in
issue during the period.
7. Basic and diluted NAV per share for the period has been calculated on
4,818,237 Ordinary Shares and 7,227,352 'A' Shares, being the number of shares
in issue at the period end.
8. Dividends
31 January 2012
Pence per 31 July 2012
share GBP'000 GBP'000
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Paid in the period
2012 final dividend paid on 6 June 2012
3.0 145 -
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2012 interim dividend paid on 21
December 2011
3.0 - 145
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145 145
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9. Reserves
Share Capital
premium Special reserve - Revenue
account reserve realised reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
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At 1 February
2012
- 4,400 (46) (85) 4,269
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Return for the
period - - (21) (28) (49)
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Dividends paid
in the period - (145) - - (145)
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At 31 July 2012
- 4,255 (67) (113) (4,075)
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The special reserve, capital reserve - realised and revenue reserve are
distributable reserves.
10. The unaudited financial statements set out herein do not constitute
statutory accounts within the meaning of Section 434 of the Companies Act 2006
and have not been delivered to the Registrar of Companies. The figures for the
period ended 31 January 2012 have been extracted from the financial statements
for that period, which have been delivered to the Registrar of Companies; the
Auditor's report on those financial statements was unqualified.
11. The Directors confirm that, to the best of their knowledge, the half-
yearly financial statements have been prepared in accordance with the
"Statement: Half-Yearly Financial Reports" issued by the UK Accounting Standards
Board and the half-yearly financial report includes a fair review of the
information required by:
a. DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of
important events that have occurred during the first six months of the financial
year and their impact on the condensed set of financial statements, and a
description of the principal risks and uncertainties for the remaining six
months of the year; and
b. DTR 4.2.8R of the Disclosure and Transparency Rules, being related party
transactions that have taken place in the first six months of the current
financial year and that have materially affected the financial position or
performance of the entity during that period, and any changes in the related
party transactions described in the last annual report that could do so.
12. Risks and uncertainties
Under the Disclosure and Transparency Directive, the Board is required in the
Company's half-yearly results, to report on the principal risks and
uncertainties facing the Company over the remainder of the financial year.
The Board has concluded that the key risks facing the Company over the remainder
of the financial year are as follows:
(i) investment risk associated with investing in small and immature
businesses;
(ii) investment risk arising from volatile stock market conditions and their
potential effect on the value of the Company's venture capital investments and
the exit opportunity for those investments;
(iii) failure to secure approval as a VCT.
In respect of (i) and (ii), the Board is satisfied with the Company's approach.
The Investment Manager follows a rigorous process in vetting and careful
structuring of new investments and monitors them, and the opportunity for exit,
closely after the initial investment.
In respect of (iii), the Company has been granted provisional approval as a
venture capital trust. Full approval can, as with all VCTs, only be granted when
all VCT rules have been met. This includes having at least 70% of the Company's
investments in VCT qualifying investments, a target which the Company has until
31 January 2014 to achieve. The Company's compliance with the VCT regulations is
continually monitored by the Investment Manager, who reports regularly to the
Board on the current position. The Company also retains PricewaterhouseCoopers
to provide regular reviews and advice in this area. The Board considers that
this approach reduces the risk of a breach of the VCT regulations to a minimal
level.
13. Going concern
The Directors have reviewed the Company's financial resources at the period end
and conclude that the Company is well placed to manage its business risks.
The Board confirms that it is satisfied that the Company has adequate resources
to continue in business for the foreseeable future. For this reason, the Board
believes that the Company continues to be a going concern and that it is
appropriate to apply the going concern basis in preparing the financial
statements.
14. Copies of the unaudited half yearly results will be sent to shareholders.
Further copies can be obtained from the Company's registered office and will be
available for download from www.provenvcts.co.uk.
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: ProVen Planned Exit VCT plc via Thomson Reuters ONE
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