Final Results
May 15 2007 - 11:09AM
UK Regulatory
RNS Number:6477W
Downing Protected VCT II PLC
15 May 2007
DOWNING PROTECTED VCT II PLC
PRELIMINARY ANNOUNCEMENT OF RESULTS
FOR THE YEAR ENDED 31 JANUARY 2007
CHAIRMAN'S STATEMENT
I am pleased to present the Annual Report for Downing Protected VCT II plc for
the year ended 31 January 2007, during which the Company has continued to make
good progress investing its funds.
Venture capital investments
During the year, the Company made four new investments and three follow-on
investments at a total cost of #3.5 million.
There were also two disposals. As a result of a reorganisation within the pub
management company, the investment in Tomahawk Pubs VCT Limited was sold for a
small gain of #7,000. Also, #150,000 of the Company's loan stock investment in
Heyford Homes (Weldon) Limited was redeemed at par as planned.
At 31 January 2007, the Company held a portfolio of nine investments with a
total cost of #5.9 million. At the year end, approximately 55% of the Company's
funds were invested in VCT qualifying businesses. Since the year-end, further
investments have increased the qualifying percentage to over 64%.
All investments have continued to perform to plan and, at the year end, have
been held at valuations equal to original cost.
Fixed interest investments
In line with the strategy set out in the prospectus, the Company purchased a
portfolio of listed fixed interest investments at a cost of #3.0 million. As a
result of the recent increases in interest rates, the portfolio showed a capital
loss of #75,000 for the year.
Net Asset Value
At 31 January 2007, the Company's Net Asset Value per share ("NAV") stood at
95.8p, a rise of 1.1p (1.1%) against the NAV at 31 January 2006 after adjusting
for the dividend of 1.0p per share paid during the year.
This performance is considered satisfactory by the Board and is consistent with
the Company's strategy of seeking to minimise downside risk, which naturally
leaves limited scope for the Company to achieve any significant gains on
investments.
Results and dividend
The return on ordinary activities for the year after taxation was #113,000
(2006: #124,000) comprising a revenue return of #181,000 and a capital loss of
#68,000.
The Board is proposing to pay a dividend of 1.5p per share on 13 July 2007 to
Shareholders on the register at the close of business on 8 June 2007.
Share repurchase
As is common practice for VCTs, your Board operates a policy of buying in any
shares that become available in the market for cancellation. During the year the
Board used this power to repurchase 28,344 shares at an average consideration of
89.3p. A special resolution to continue this policy is proposed for the
forthcoming AGM.
Buying in shares for cancellation has a negative effect on the Company's ability
to pay revenue dividends. As a result the Company carried out its plans to
cancel its Share Premium account and create a distributable Special Reserve,
which can be utilised to buy back shares without affecting the Company's ability
to pay dividends. Court confirmation for the cancellation was received on 6
December 2006.
Annual General Meeting
The Company's second Annual General Meeting will be held at Kings Scholars
House, 230 Vauxhall Bridge Road, London, SW1V 1AU at 2.15 pm on 11 July 2007.
Notice of the meeting is at the end of this document. One item of Special
Business is proposed, being a resolution to authorise the Directors to purchase
up to 1,510,688 Ordinary Shares in the market, representing approximately 14.9%
of the current issued shares.
Outlook
The Investment Manager is now close to completing the job of building the
Company's investment portfolio. As mentioned above, since the year end, a
further VCT qualifying investment of #1 million has been made which takes the
qualification level to within 6% of the 70% VCT qualifying target. The Manager
continues to report good deal flow of suitable opportunities so it is expected
that one further investment will be made in the near future to take the Company
through the required VCT qualifying level.
In the recent Budget it was announced that VCTs will receive a six month period
of grace for reinvesting or distributing proceeds from investment disposals.
The Board welcomes this change to the regulations which may provide the Company
with some extra flexibility in investment disposal decisions, in particular when
the Company starts to return proceeds to Shareholders, which the Company is
hoping to commence in the summer of 2008.
INCOME STATEMENT
For the year ended 31 January 2007
Year ended 31 January 2007 Period ended 31 January 2006
Revenue Capital Total Revenue Capital Total
#'000 #'000 #'000 #'000 #'000 #'000
Income 480 - 480 362 - 362
Losses on investments - (68) (68) - - -
362 - 362
480 (68) 412
Investment management fees (97) - (97) (80) - (80)
Other expenses (131) - (131) (115) (115)
Return on ordinary activities
before tax 252 (68) 184 167 - 167
Tax on ordinary activities (71) - (71) (43) - (43)
Return attributable to equity shareholders
181 (68) 113 124 - 124
Return per share 1.8p (0.7p) 1.1p 1.3p - 1.3p
All Revenue and Capital items in the above statement derive from continuing
operations.
A Statement of Total Recognised Gains and Losses has not been prepared as all
gains and losses are recognised in the Income Statement noted above.
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
Year ended Period ended
31 January 2007 31 January 2006
#'000 #'000
Opening shareholders' funds 9,732 -
Issue of shares - 10,167
Share issue costs - (559)
Purchase of own shares (25) -
Total recognised gains for the year 113 124
Dividends paid (102) -
Closing shareholders' funds 9,718 9,732
BALANCE SHEET
as at 31 January 2007
2007 2006
#'000 #'000 #'000 #'000
Fixed assets
Unquoted investments 5,870 3,742
Listed fixed income investments 2,882 -
Total investments 8,752 3,742
Current Assets
Debtors 113 68
Cash at bank and in hand 1,043 6,064
1,156 6,132
Creditors: amounts falling due within one year (170) (122)
Net current assets 986 6,010
Net assets less current liabilities 9,738 9,752
Creditors: amounts falling due after more than one (20) (20)
year
Net assets 9,718 9,732
Capital and reserves
Called up share capital 101 102
Capital redemption reserve 1 -
Special reserve 9,502 -
Share premium - 9,506
Capital reserve - unrealised (75) -
Capital reserve - realised 7 -
Revenue reserve 182 124
Total equity shareholders' funds 9,718 9,732
Net asset value per Ordinary share 95.8p 95.7p
CASH FLOW STATEMENT
For the year ended 31 January 2007
Year Period
ended ended
31 Jan 31 Jan
2007 2006
#'000 #'000
Net cash inflow from operating activities 227 178
Taxation
Corporation tax paid (43) -
Capital expenditure
Purchase of investments (6,435) (3,742)
Proceeds from sale of investments 1,357 -
Net cash outflow from capital expenditure (5,078) (3,742)
Equity dividends paid (102) -
Net cash outflow before financing (4,996) (3,564)
Financing
Proceeds from share issue - 10,167
Share issue costs - (559)
Repurchase of shares (25) -
Proceeds from Loan Notes issue - 20
Net cash inflow from financing (25) 9,628
(Decrease)/increase in cash (5,021) 6,064
NOTES TO THE ACCOUNTS
for the year ended 31 January 2007
Basis of accounting
The Company has prepared its financial statements under UK Generally Accepted
Accounting Practice ("UK GAAP") and in accordance with the Statement of
Recommended Practice "Financial Statements of Investment Trust Companies"
revised December 2005 ("SORP").
The financial statements are prepared under the historical cost convention
except for the revaluation of certain financial instruments.
Presentation of Income Statement
In order to better reflect the activities of an investment trust company and in
accordance with guidance issued by the Association of Investment Companies
("AIC"), supplementary information which analyses the income statement between
items of a revenue and capital nature has been presented alongside the income
statement. The net revenue is the measure the directors believe appropriate in
assessing the Company's compliance with certain requirements set out in Section
842 Income and Corporation Taxes Act 1988.
Investments
All investments are designated as "fair value through profit or loss" assets and
are initially valued at cost, equivalent to their fair value.
Listed fixed income investments are valued using bid prices.
The Directors establish the fair value of unquoted investments by using an
adjusted net asset valuation model, as they believe this best reflects the
nature of the underlying investments and it is calculated in accordance with the
International Private Equity and Venture Capital Valuation Guidelines. Where an
investment has been held for less than one year, unless there are any
indications to the contrary, fair value is assumed to be equal to the cost of
the investment. The unrealised depreciation or appreciation arising on the
valuation of investments and gains and losses arising on the disposal of
investments are dealt with in the capital reserve.
It is not the Company's policy to exercise significant influence over investee
companies. Therefore the results of these companies are not incorporated into
the income statement except to the extent of any income accrued. This is in
accordance with the SORP that does not require portfolio investments to be
accounted for using the equity method of accounting.
Income
Dividend income from investments is recognised when the shareholders' rights to
receive payment has been established, normally the ex dividend date.
Interest income is accrued on a timely basis, by reference to the principal
outstanding and at the effective interest rate applicable, which is the rate
that exactly discounts estimated future cash receipts through the expected life
of the financial asset to that asset's net carrying amount, and only where there
is reasonable certainty of collection.
Expenses
All expenses are accounted for on an accruals basis. In respect of the analysis
between revenue and capital items presented within the income statement, all
expenses have been presented as revenue items except as follows:
* Expenses which are incidental to the disposal of an
investment are deducted from the disposal proceeds of the investment.
* Expenses are split and presented partly as capital items
where a connection with the maintenance or enhancement of the value of the
investments held can be demonstrated.
The Company has adopted a policy of charging 100% of the Investment Management
fees to the revenue account in order to reflect the current investment strategy
of investing in yielding investments with limited downside risks..
Deferred taxation
Deferred taxation is provided in full on timing differences that result in an
obligation at the balance sheet date to pay more tax, or a right to pay less
tax, at a future date, at rates expected to apply when they crystallise based on
current tax rates and law. Timing differences arise from the inclusion of items
of income and expenditure in taxation computations in periods different from
those in which they are included in financial statements.
Announcement based on draft accounts
The financial information set out in the announcement does not constitute the
Company's statutory accounts for the period ended 31 January 2007. The
statutory accounts for the period ended 31 January 2007 will be finalised on the
basis of the financial information presented by the directors in this
preliminary announcement and will be delivered to the Registrar of Companies
following the Company's Annual General Meeting.
A copy of the full annual report and financial statements for the period ended
31 January 2007 will be printed and posted to shareholders. Copies will also be
available to the public at the registered office of the Company at Kings
Scholars House, 230 Vauxhall Bridge Road, London SW1V 1AU or for download from
www.downing.co.uk.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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