TIDMIBSA
RNS Number : 7152S
IBIS Media VCT 1 plc
26 September 2014
IBIS Media VCT 1 plc
Half-Yearly Report
for the period ended 31 July 2014
Incorporated in England and Wales
with registered number: 5660269
Financial Summary
Period ended Six months Six months Year
ended ended ended
31 July 31 July 31 January
2014 2013 2014
------------------------------- ------------- ------------- -------------
Net assets GBP5,949,643 GBP5,957,111 GBP6,013,888
------------------------------- ------------- ------------- -------------
Net asset value per share 55.08p 57.26p 57.11p
------------------------------- ------------- ------------- -------------
Investment income GBP40,152 GBP101,361 GBP165,327
------------------------------- ------------- ------------- -------------
Return on ordinary activities
before tax
- Revenue GBP(22,910) GBP(161,382) GBP(159,664)
- Capital GBP(196,110) GBP222,065 GBP369,782
- Total GBP(219,020) GBP60,683 GBP210,118
------------------------------- ------------- ------------- -------------
Return per share
- Revenue (0.21)p (1.55)p (1.52)p
- Capital (1.83)p 2.13p 3.53p
- Total (2.04)p 0.58p 2.01p
------------------------------- ------------- ------------- -------------
Dividend per share declared
in respect of the period
- Revenue Nil Nil Nil
- Capital Nil Nil Nil
- Total Nil Nil Nil
------------------------------- ------------- ------------- -------------
Share price at end of period 0.20p 0.50p 0.20p
------------------------------- ------------- ------------- -------------
Investment Policy
The objective of IBIS Media VCT 1 plc ("IBIS" or the "Company")
is to make investments in unquoted companies within the media
sector that have the potential to grow and to achieve capital
appreciation on a subsequent exit.
Whilst the Company's directors ("Directors") and the Company's
investment committee ("Investment Committee") are primarily
targeting investments in privately owned companies, suitable
opportunities to acquire VCT qualifying investments in smaller
AIM-quoted stocks will also be considered where there is potential
to achieve the level of return targeted by the Company's board of
directors ("Board"). It is also the intention of the Directors to
build a balanced portfolio with interests in a mixture of cyclical
and non-cyclically exposed media companies operating both in mature
and high growth areas of the market. IBIS is, however, unlikely to
invest in all media sub-sectors as factors such as growth
prospects, the competitive environment and valuations may mean that
the prospective investment performance of certain of those
sub-sectors would be unlikely to provide satisfactory rates of
return.
Investments in business start-ups will generally be avoided
unless the management team has a strong profile in the media sector
and a track record of value creation for shareholders.
IBIS Private Equity Partners LLP is the Company's investment
adviser ("Investment Adviser").
Chairman's Statement
Company Overview
The IBIS portfolio of private equity investments contains six
investee companies (excluding Riva Digital Media which is held at
nil value). Steel River Media, the holding company for Contagious,
Ginx TV and Get Me Media collectively account for 86% of the
portfolio net asset value and have the potential to add significant
value to IBIS shareholders as a result of their continued
development. All three companies expect to report profitable full
year results in due course. Management at Freshwater UK, Masher
Technologies and Futurelex commenced formal sale processes during
IBIS' last financial year and continue to actively explore
shareholder exits in the short-term. In the meantime, we are
particularly encouraged by the recent performance of Freshwater and
it is possible that the company will declare a dividend before
IBIS' year-end.
Financial Performance
During the 6 month period ending 31 July 2014 we have seen a
decrease of GBP64,245 or 3.5% in the Company's net asset value and
a corresponding decrease of 2.03p in the net asset value per share
from 57.11p to 55.08p. The decrease can be attributed to an
increase in the share capital and share premium account of
GBP154,775 arising from the issuance of new shares under the
private placing, offset by the Company's loss attributable to
shareholders of GBP219,020. The Company's loss attributable to
shareholders is made up of a capital loss of GBP196,110, comprising
an unrealised loss of GBP150,000 arising from the decrease in
valuation of the Company's equity investment in Futurelex and a
cost of GBP46,110, representing the Investment Adviser's fee for
the period allocated to capital, and a revenue loss of
GBP22,910.
Investment Performance
As reported to shareholders in the Annual Report and Financial
Statements for the year ending 31 January 2014, IBIS wrote down its
equity value in Futurelex from GBP150,000 to zero following the
year-end, pending the outcome of any transaction for Futurelex or
its assets. There have been no other changes to the carrying value
of the Company's investments at 31 July 2014 and, as a result, we
have seen a decrease in the overall value of the IBIS portfolio of
private equity investments on a like-for-like basis of
approximately 2.7% during the six month period under review.
The main developments reported by IBIS' investee companies
were:
-- Contagious launched operations in Singapore and will launch a
joint venture in Brazil in the second half of the year, the terms
of which are such that Contagious will receive an up-front payment
from its joint venture partner that places a significant value on
the South American joint venture from the outset
-- Ginx TV won a number of programming deals and is now
receiving a steady flow of in-bound commercial enquiries. The
company generated its first ever profitable month in June 2014 and
expects to report profitable full year results in due course.
-- Get Me Media traded EBITDA profitably during the first six
months of the year and also hopes to achieve its first ever
profitable full year. The company has made the first of a planned
number of appointments of respected industry figures to its board
of directors and will launch a new website product in the second
half of the year
-- Freshwater achieved annual revenue growth of 7% and
substantial profitability. The company is in a better financial
position than at any time since before the recession and the
outlook for the business is encouraging
-- Masher Technologies is pursuing possible investment from
third parties, the proceeds from which would be used to validate
alternative revenue streams in an effort to strengthen its position
to market the business for sale
-- Futurelex has made progress with its legal events business in
parallel to management's efforts to complete a major transaction
with the support of a new financial sponsor, the result of which
might present the opportunity for IBIS and other shareholders to
exit the business
More detail of the performance of the Company's portfolio is
given in the Investment Adviser's Review.
Corporate Developments
In the last financial year, IBIS launched a private placing
targeting approximately GBP650,000 of new shareholder funds to
provide continuing support to existing portfolio companies as they
prepare for exit. As at 05 April 2014, new shares with a total
value in aggregate of GBP230,000 had been issued in the 2013/14 tax
year, with a further GBP50,000 subscribed for and a further
GBP75,000 committed at the time of writing. IBIS expects to
complete the private placing by the year-end.
At the Company's AGM held on 02 July 2014, the Board did not
propose that the Company pay a dividend for the year ending 31
January 2014.
Outlook
Despite a slow start to the year, trading at Contagious has
since improved and the company expects to accelerate its growth in
subsequent years driven in part by its activities in new overseas
territories. There have been some promising developments at Ginx TV
and Get Me Media, with each company now targeting its first full
year of profitability. Following the difficult years of the
recession, Freshwater is now in a strong financial position and it
is possible that the company will declare a dividend. Meanwhile,
IBIS' Investment Adviser will continue to work closely with Masher
towards identifying a possible exit in the short-term. Management
at Futurelex continues to work with a new financial sponsor towards
achieving a major transaction; notwithstanding, we have taken steps
to reduce the carrying value of our shareholding in the company
until the outcome of any transaction for Futurelex or its assets is
known.
It is the Investment Adviser's intention to complete the current
private placing and to continue supporting the ongoing development
and initiatives of all IBIS' investee companies, including playing
an active role alongside management teams towards achieving exits
for IBIS' shareholders.
The Board is grateful for the support of the Company's
shareholders and would encourage them (or their advisers) to
contact the company secretary, Robin Smeaton, on 0131 243 7210 with
any questions which they may have about either the Company or their
shareholdings in it. The Investment Adviser also maintains a
website for the Company which may be accessed via
www.ibiscapital.co.uk.
Sir Robin Miller
Chairman
26 September 2014
Investment Adviser's Review
Investment overview
Investments which have the potential to significantly increase
the carrying value of the IBIS portfolio are Contagious, Ginx TV
and Get Me Media, which collectively account for 86% of the
portfolio net asset value, while the other three investee
companies, Freshwater UK, Masher Technologies and Futurelex
(excluding Riva Digital Media which is held at nil value) are
actively exploring shareholder exits in the short-term.
During the period under review, Contagious launched in Asia
(Singapore) and has been preparing for the launch of a joint
venture in South America (Brazil), the terms of which are such that
Contagious will receive an up-front cash payment that places a
significant value on the South American joint venture from the
outset. Ginx TV has won a number of high-profile programming deals
and generated its first ever profitable month in June 2014. The
company is now accelerating the monetisation of its UK and
pan-European advertising inventory on its 24/7 free-to-air channels
and is targeting a profitable full year. In the first six months of
the year, Get Me Media traded EBITDA profitably and also hopes to
achieve its first ever profitable year. The company has engaged
with a number of respected industry figures to join the company's
board as part of a strategy to increase awareness of the services
it offers and facilitate deals with larger customers.
Freshwater, whose financial year-end is 31 August, is in a
stronger financial position than at any time since 2008. The
company has achieved organic revenue growth of 7% and is profitable
to the point at which it is now possible that Freshwater will
declare a dividend. Masher's video editing application is
generating sustained online use despite no paid-for marketing. The
company is pursuing possible investment from third parties, the
proceeds from which would be used to validate alternative revenue
streams as part of the company's ongoing efforts to maximise value
at a potential trade sale. Management at Futurelex has been working
towards a significant transaction with the backing of a new
financial sponsor. In the meantime, Futurelex has made progress
with its legal events business, which now represents the company's
principal source of income, although the company's future remains
uncertain.
The table below summarises the changes in fair value at 31 July
2014 as compared to the year-end carrying values at 31 January
2014, including and excluding the impact of new investment by
IBIS.
Change in
Change in Fair Value
Fair Value between 31
between 31 Jan 2014 and
Jan 2014 New 31 Jul 2014 Percentage
and 31 Jul Investment (excluding Change (excluding
2014 in Period new investment) new investment)
--------------------- ------------------ ------------- ------------------ -------------------
Steel River
Media (Contagious) GBP0 GBP0 GBP0 0%
--------------------- ------------------ ------------- ------------------ -------------------
Ginx TV GBP0 GBP0 GBP0 0%
--------------------- ------------------ ------------- ------------------ -------------------
Get Me Media GBP0 GBP0 GBP0 0%
--------------------- ------------------ ------------- ------------------ -------------------
Freshwater
UK GBP0 GBP0 GBP0 0%
--------------------- ------------------ ------------- ------------------ -------------------
Masher Technologies GBP0 GBP0 GBP0 0%
--------------------- ------------------ ------------- ------------------ -------------------
Futurelex -GBP150,000 GBP0 -GBP150,000 -75%
--------------------- ------------------ ------------- ------------------ -------------------
Riva Digital
Media GBP0 GBP0 GBP0 0%
--------------------- ------------------ ------------- ------------------ -------------------
Total -GBP150,000 GBP0 -GBP150,000 -2.7%
--------------------- ------------------ ------------- ------------------ -------------------
As the above table illustrates, we have seen a decrease in the
overall value of the IBIS investment portfolio on a like-for-like
basis of approximately 2.7% in the six month period to 31 July
2014. As reported to shareholders in the Annual Report and
Financial Statements for the year ending 31 January 2014, IBIS
wrote down its equity value in Futurelex from GBP150,000 to zero
following the year-end pending the outcome of any transaction for
Futurelex or its assets. There have been no other changes to the
carrying value of the Company's investments at 31 July 2014.
The portfolio company valuations and recent trading updates are
explained in more detail later in this review.
IBIS' investments are valued in accordance with the
International Private Equity and Venture Capital Guidelines. During
the 6 month period ending 31 July 2014 we have seen a decrease of
GBP64,245 or 3.5% in the Company's net asset value and a
corresponding decrease of 2.03p in the net asset value per share
from 57.11p to 55.08p. The decrease can be attributed to an
increase in the share capital and share premium account of
GBP154,755 arising from the issuance of new shares under the
private placement, offset by the Company's loss attributable to
shareholders of GBP219,020. The Company's loss attributable to
shareholders is made up of a capital loss of GBP196,110, comprising
an unrealised loss of GBP150,000 arising from the decrease in
valuation of the Company's equity investment in Futurelex and a
cost of GBP46,110, representing the Investment Adviser's fee for
the period allocated to capital, and a revenue loss of
GBP22,910.
Portfolio Review
The portfolio of IBIS Media VCT 1 plc comprises investments in
Steel River Media, the holding company for Contagious, Ginx TV, Get
Me Media, Masher Technologies, Freshwater, Futurelex and Riva
Digital Media.
The following is a review of the current portfolio.
Steel River Media (being the holding company
of Contagious)
---------------------------------------------------
Date of initial 12 January 2010
investment:
Investment to date: GBP850,000 ordinary shares
Valuation as at GBP2,092,746
31 January 2014:
Investment in period: GBP0
Valuation as at GBP2,092,746
31 July 2014:
Change in valuation: GBP0; 0%
---------------------- ---------------------------
Investment Overview
Contagious, which was launched in 2004, is a respected global
intelligence resource reporting on innovative marketing techniques
and the impact of emerging technologies on brands. Contagious'
clients include some of the world's leading advertisers such as
Google, Heineken, Kraft and Louis Vuitton as well as a range of
advertising agencies including Draftfcb, Havas, JWT and McCann
Worldgroup.
Contagious' offering includes a magazine, app, consultancy and
online information resources, covering topics such as: branded
content, mobile marketing, social networking, user-generated
content, video games and emerging technologies. Contagious
complements its core offering with a bespoke online intelligence
resource and alerts service for advertisers and agencies.
Separately, Contagious also provides interactive workshops and
briefings on developments in the wider communications sector.
The overall proposition of the business is to identify ideas,
insight and innovation behind the world's most revolutionary
marketing strategies.
Recent Updates
Over the course of 2013, Contagious undertook a major
redevelopment of its technology in order to streamline its suite of
digital services to clients. The platform launched in Q4 2013 and
has provided Contagious with a more comprehensive offering for new
business and the opportunity to increase both service offering and
price to existing clients as they renew.
Meanwhile, Contagious has launched in Asia (Singapore) and has
been preparing to launch a joint venture in South America (Brazil).
The terms of the joint venture are such that Contagious will
receive an up-front cash payment that places a significant value on
the South American joint venture from the outset.
Due to an unexpected slow start to the year, Contagious' revenue
for the first six months was down 11% year-on-year. In response,
management implemented cost-saving measures commensurate with a
reduction in reported revenue at the half-year. Trading has since
improved with July sales well ahead of forecast and, despite a
disappointing first six months to the year in terms of reported
financials, Magazine publishing and I/O online new business are
trading up 69% and 98% respectively on the same period last year
and renewal rates are on target. The company expects to end FY2014
with revenue flat on the previous year, followed by accelerated
growth driven in part by its new overseas activities coming
online.
IBIS' valuation at the half-year is unchanged from the beginning
of the period.
Ginx TV
---------------------------------------------------
Date of initial 24 August 2010
investment:
Investment to date: GBP985,000 ordinary shares
and loan notes
Valuation as at GBP1,679,883
31 January 2014:
Investment in Period: GBP0
Valuation as at GBP1,679,883
31 July 2014:
Change in valuation: GBP0; 0%
---------------------- ---------------------------
Investment Overview
Ginx TV produces a 24/7 video games TV channel as well as
individual review and insight programmes on the latest in video
games. Ginx programming is available on TV and online and the TV
shows are targeted at international audiences in English language
and localised versions. Ginx TV is now aired in over 50 territories
and in more than 10 languages.
Recent Updates
During the period under review, Ginx TV launched two new
commissioned shows on Challenge TV, Video Game Nation and Power Up,
and secured a content partnership with GAME Retail, the UK's
largest video game retailer, to provide GAME with in-store and
online video game programming.
In terms of channel sales, Ginx launched a number of smaller
European channel deals and has continued its efforts to convert
free-to-air channel contracts inherited from The Poker Channel
acquisition in 2013 to paid-for channels. Ginx's application for a
licence to televise within Russia was approved and the company has
been in discussions with two major Russian national broadcasters.
In addition to the incremental revenue this would bring to Ginx, it
will allow the company to localise the channel and sell Ginx into
other cable and satellite platforms in the former CIS region at
virtually no additional cost.
Following the launch on Virgin Media in the UK in 2013, Ginx
recently subscribed to the UK audience measurement service, BARB,
and started receiving ratings from June 2014, the result of which
has been a step change in monthly advertising revenue from the UK
channel. In July 2014, Ginx hired an International Advertising
Director from Fox International in order to reinforce its efforts
to monetise UK and pan-European advertising inventory on its 24/7
free-to-air channels.
The Company generated its first ever profitable month in June
2014 and is targeting a profitable full year. Pleasingly, the
company is receiving a steady flow of in-bound commercial enquiries
from video gaming console manufacturers and publishers as well as
major TV, OTT and digital media brands.
IBIS' valuation at the half-year is unchanged from the beginning
of the period.
Get Me Media
-------------------------------------------------------
Date of initial 22 January 2007
investment:
Investment to date: GBP806,442 ordinary shares and
unsecured loan notes
Valuation as at GBP999,938
31 January 2014:
Investment in period: GBP0
Valuation as at GBP999,938
31 July 2014:
Change in valuation: GBP0; 0%
---------------------- -------------------------------
Investment Overview
Get Me Media, which trades as Getmemedia.com, is an online
directory of marketing and media spend ideas. The company helps
marketers and their agencies find relevant and up-to-date marketing
opportunities for their brands. The company serves two needs: 1)
for media owners, it gives them a shop window to promote their
inventory of media opportunities to advertisers and their agencies,
from whom the media owners hope to attract a share of marketing
spend; and 2) for advertisers and their agencies, it gives them an
easily navigable and searchable database of alternative media and
ideas for their marketing campaigns.
Recent Developments
Over the past six months, Get Me Media has focused on achieving
profitability via an efficiency drive and cash flow management has
been a priority. The company was trading EBITDA profitably at its
half-year and hopes to achieve its first ever profitable full
year.
Minimum subscription pricing for media owners has increased by
67%, from GBP1,500 in FY2013 to GBP2,500 in the current year.
Pleasingly, big brand clients such as Homebase, Royal Mail and
Argos have renewed their annual contracts at 50% price increases.
Get Me Media has also revamped its briefing service, through which
the company receives a commission on the value of an agency or
client brief it "matches" with media owners, in response to user
feedback. The company has received briefs with a cumulative
briefing value of GBP10.0m, including recent briefs from Green
Flag, Initiative and First Group.
As a strategy to increase awareness of Get Me Media and
facilitate new business from larger brand advertisers and their
agencies, Get Me Media has engaged with a number of respected
industry figures to join the company's board of directors. In July
2014, Roy Jeans was appointed as an Executive Director. Mr Jeans
has extensive media agency experience, having been the Global CEO
of Rapport and the MD of IPG media agencies Magna and Initiative.
Mr Jeans has also invested in Get Me Media as part of a GBP100,000
new equity round in which a number of existing shareholders also
participated. As a result, the company intends to launch a new
website product in the second half of the year which will
significantly improve the user experience, increase repeat usage
and automate the curation and communication of targeted marketing
and sponsorship ideas to brand managers and agency planners.
IBIS' valuation at the half-year is unchanged from the beginning
of the period.
Masher
----------------------------------------------------------
Date of initial 14 July 2008
investment:
Investment to date: GBP564,333 ordinary and preferred
ordinary shares
Valuation as at GBP354,587
31 January 2014:
Investment in period: GBP0
Valuation as at GBP354,587
31 July 2014:
Change in valuation: GBP0; 0%
---------------------- ----------------------------------
Investment Overview
Masher Technologies produces an online video editing and
messaging tool designed to be used in conjunction with online
social networking communities; it is a B2C widget and application
with simple and intuitive drag and drop functionality. Masher is a
spin-off from BBC Worldwide. Through a content licensing agreement
with the BBC, it offers its users access to a catalogue of video
and audio content.
Recent Developments
Masher continues to attract 50,000 visitors per month and signs
up 2,100 new users per week to its website with no paid-for
marketing. Over 10,000 videos are now being created each month, of
which 50% are shared online (and which carry Masher branding).
Masher's access to BBC content combined with its proprietary video
editing application are still seen as valuable assets in an
environment where there is an increasing use of video content in
online social media.
Masher is currently generating revenue from display advertising
that is sufficient to cover the cost of hosting the website (now
the company's principal operating overhead). The company's chairman
is pursuing possible investment from third parties, the proceeds
from which would be used to validate alternative revenue streams,
such as subscriptions for premium content and the ability to
download each video file, as part of Masher's ongoing efforts to
maximise value at a potential trade sale.
IBIS' valuation at the half-year is unchanged from the beginning
of the period.
Freshwater
---------------------------------------------------
Date of initial 18 July 2007
investment:
Investment to date: GBP864,499 ordinary shares
Valuation as at GBP371,968
31 January 2014:
Investment in period: GBP0
Valuation as at GBP371,968
31 July 2014:
Change in valuation: GBP0; 0%
---------------------- ---------------------------
Investment Overview
Freshwater UK is a former AIM-listed public relations led
marketing group with teams operating in the UK and Ireland across
five specialisms. The company has four support divisions offering:
marketing, graphic design and media buying, conferences, training
and coaching, and interactive and online media.
Recent Developments
Freshwater, whose financial year-end is 31 August, expects to
achieve GBP4.0m in turnover, representing organic revenue growth of
more than 7%, and profitability in line with UK marketing sector
benchmarks. The group's year-end financial position will be
stronger than at any time since 2008 with trading converting into
strong operating cash flows and a balance sheet showing positive
net current assets.
Freshwater's growth has come from both an expansion of work with
existing clients and new business. New clients over the period
include University of South Wales, League Against Cruel Sports,
Lancashire Care NHS Foundation Trust and Buckinghamshire Healthcare
NHS Trust. Meanwhile, Freshwater's training and conference
division, Waterfront, has had its best year since the business was
acquired in December 2007.
Following the difficult years of the recession and unforeseen
challenges of integrating some legacy acquisitions, the outlook for
the business now looks encouraging. It is possible that Freshwater
could declare a dividend and the company's board continues to
review strategic options to realise value for shareholders in the
short-term.
IBIS' valuation at the half-year is unchanged from the beginning
of the period.
Futurelex (formerly known as Polyview)
---------------------------------------------------
Date of initial 17 November 2008
investment:
Investment to date: GBP950,000 ordinary shares
and loan notes
Valuation as at GBP200,000
31 January 2014:
Investment in period: GBP0
Valuation as at GBP50,000
31 July 2014:
Change in valuation: -GBP150,000; -75%
---------------------- ---------------------------
Investment Overview
Futurelex, which was launched in 2006, provides both online and
offline information to the international legal market. The group
comprises The Global Legal Post, an online legal news digest, and
the legal lead generation business TakeLegalAdvice.com. The company
also organises events and conferences catering to specialist areas
within the legal market.
Recent Developments
Futurelex hosted its second annual "Luxury Law Summit" at The
Savoy hotel in May 2014 in partnership with the International New
York Times. The one-day event brought together global counsel and
C-suite executives from the luxury market to discuss issues facing
the luxury industry, including technology, geopolitics and the
consumer. Following on from this profitable event, Futurelex
commenced sponsorship and ticket sales for next May's Luxury Law
Summit and has plans of hosting a version in Asia in due
course.
Futurelex is also hosting a "Future of Law Summit" in September
2014. This exclusive event will look at what lies ahead for the
legal profession and will be attended by law firm senior
management, company C-suite executives, general counsel, thought
leaders from outside the legal sector and management from
technology and legal services companies.
Since Q4 2013, the company's management has been working towards
a significant transaction. At the time of writing, due diligence on
the target and discussions with the new financial sponsor are
ongoing. In the meantime, Futurelex intends to develop its schedule
of UK and international legal events as its principal revenue
channel and means by which to generate cash into the business,
although the company's future remains uncertain.
As stated in the Annual Report and Financial Statements for the
year ending 31 January 2014, IBIS wrote down its equity value in
Futurelex from GBP150,000 to zero following the year-end, although
it has maintained its remaining GBP50,000 loan note at face value
until the outcome of any transaction for Futurelex or its assets is
known.
Riva Digital Media
-----------------------------------------------------
Date of initial 03 May 2007
investment:
Investment to date: GBP345,015 ordinary shares
and GBP4,500 unsecured loan
note
Valuation as at GBP0
31 January 2014:
Investment in period: GBP0
Valuation as at GBP0
31 July 2014:
Change in valuation: GBP0; 0%
---------------------- -----------------------------
Investment Overview
Riva Digital Media's core activity is the design, production and
distribution of Epacs. Each Epac is a bundled collection of premium
content which is digitally wrapped in a unique branded skin and is
downloadable to a customer's personal computer. The components of
an Epac can include video clips, MP3 files, ring tones, digital
wall paper and customised information.
Since launch, Riva Digital Media has struggled to establish
Epacs as a widely used consumer application for the consumption of
mixed digital media. The company's business model, which required
significant web traffic to generate advertising income as well as
charging for premium content, has not worked as originally
envisaged. In response the management cut costs significantly while
the business model was redeveloped.
Recent Developments
It continues to remain difficult to assess the future prospects
of Riva Digital Media and, as a consequence, the fair value was
written down to zero in the 2011/12 financial year. Nevertheless,
the company has a number of projects included in its development
pipeline that once launched may allow for a positive revision to
the fair value of the IBIS investment.
Investment Portfolio Summary
as at 31 July 2014
As at 31 July 2014 As at 31 January
2014
% of net % of net
Cost Valuation assets Cost Valuation assets
GBP GBP by value GBP GBP by value
---------------------- ---------- ---------- --------- ---------- ---------- ---------
Venture capital
investments
Steel River Media
Limited 850,000 2,092,746 35.17 850,000 2,092,746 34.80
Ginx TV Limited 985,000 1,679,883 28.24 985,000 1,679,883 27.93
Get Me Media Limited 806,442 999,938 16.81 806,442 999,938 16.63
Freshwater UK
plc 864,499 371,968 6.25 864,499 371,968 6.18
Masher Technologies
Limited 564,333 354,587 5.96 564,333 354,587 5.90
Futurelex (formerly
Polyview Media
Limited) 950,000 50,000 0.84 950,000 200,000 3.33
Riva Digital Media
Limited 349,515 0 0.00 349,515 0 0
Total venture
capital investments 5,369,789 5,549,122 93.27 5,369,789 5,699,122 94.77
---------------------- ---------- ---------- --------- ---------- ---------- ---------
Total fixed asset
investments 5,369,789 5,549,122 93.27 5,369,789 5,699,122 94.77
---------------------- ---------- ---------- --------- ---------- ---------- ---------
Net current assets 400,521 6.73 314,766 5.23
---------------------- ---------- ---------- --------- ---------- ---------- ---------
Net assets 5,949,643 100.00 6,013,888 100.00
---------------------- ---------- ---------- --------- ---------- ---------- ---------
Statement of the Directors' Responsibilities in respect of the
Half-Yearly Financial Report
We confirm that to the best of our knowledge:
-- The condensed set of financial statements which has been
prepared in accordance with the Statement "Half-Yearly Financial
Reports" issued by the UK Accounting Standards Board gives a true
and fair view of the assets, liabilities, financial position and
profit or loss of the Company.
-- The Chairman's Statement (constituting the interim management
report) includes a fair review of the information required by 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.
-- The "Statement of Principal Risks and Uncertainties" on page
15 is a fair review of the information required by DTR 4.2.7R,
being a description of the principal risks and uncertainties for
the remaining six months of the year.
-- The financial statements include a fair review of the
information required by 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.
By Order of the Board
The City Partnership (UK) Limited
Company Secretary
26 September 2014
Statement of Principal Risks and Uncertainties
The Company's assets consist of equities and fixed interest
investments, cash and liquid resources. Its principal risks are
economic, investment, financial and regulatory risk. These risks,
and the way in which they are managed, are described in more detail
in the Directors' Report, the Statement of Corporate Governance and
Note 18 to the Financial Statements in the Company's Annual Report
& Financial Statements for the year ended 31 January 2014. The
Company's principal risks and uncertainties have not changed
materially since the date of that report.
Related Parties
IBIS Private Equity Partners LLP ("Investment Adviser") has been
appointed as the Company's investment adviser. The Investment
Adviser receives an annual advisory fee of 2.25% of the net asset
value of the Company. The Investment Adviser also bears any excess
of the total modified annual running costs over a cap of 3.5% of
the Company's average net asset value. These arrangements are
described in more detail in Note 3 to the Financial Statements in
the Company's Annual Report & Financial Statements for the year
ended 31 January 2014. During the period the Company has incurred
investment advisory fees of GBP67,687 (exclusive of VAT) and it is
estimated that the Investment Adviser owes the Company GBP6,207
(exclusive of VAT) in respect of the cap on the Company's annual
running costs. Under the Company's agreement with the Investment
Adviser, this sum is paid by deduction from the Investment
Adviser's fee for the year ending 31 January 2016.
Income Statement (unaudited)
for the six months ended 31 July 2014
Six months ended 31 Six months ended Year ended 31 January
July 2014 31 July 2013 2014
Revenue Capital Total Revenue Capital Total Revenue Capital Total
GBP GBP GBP GBP GBP GBP GBP GBP GBP
--------------------- ----------- ------------ ------------ ------------ ---------- ---------- ------------ ---------- ----------
Realised/unrealised
movements on
investments - (150,000) (150,000) - 260,875 260,875 - 455,859 455,859
Income 40,152 - 40,152 101,361 - 101,361 165,327 - 165,327
Investment
adviser's fees (15,370) (46,110) (61,480) (12,937) (38,810) (51,747) (28,692) (86,077) (114,769)
Other expenses (47,692) - (47,692) (249,806) - (249,806) (296,299) - (296,299)
--------------------- ----------- ------------ ------------ ------------ ---------- ---------- ------------ ---------- ----------
Return on ordinary
activities
before tax (22,910) (196,110) (219,020) (161,382) 222,065 60,683 (159,664) 369,782 210,118
--------------------- ----------- ------------ ------------ ------------ ---------- ---------- ------------ ---------- ----------
Taxation on
ordinary activities - - - - - - - - -
--------------------- ----------- ------------ ------------ ------------ ---------- ---------- ------------ ---------- ----------
Return attributable
to
equity shareholders (22,910) (196,110) (219,020) (161,382) 222,065 60,683 (159,664) 369,782 210,118
--------------------- ----------- ------------ ------------ ------------ ---------- ---------- ------------ ---------- ----------
Transfer to
reserves (22,910) (196,110) (219,020) (161,382) 222,065 60,683 (159,664) 369,782 210,118
--------------------- ----------- ------------ ------------ ------------ ---------- ---------- ------------ ---------- ----------
Return per
ordinary share (0.21)p (1.83)p (2.04)p (1.55)p 2.13p 0.58p (1.52)p 3.53p 2.01p
--------------------- ----------- ------------ ------------ ------------ ---------- ---------- ------------ ---------- ----------
The total column of this statement represents the profit and
loss account of the Company. All revenue and capital items in the
above statement derive from continuing operations. The Company has
only one class of business and derives its income from investments
made in shares, securities and bank deposits. The Company has no
gains and losses other than those recognised in the Income
Statement above and has not therefore prepared a separate statement
of total recognised gains and losses.
Balance Sheet (unaudited)
as at 31 July 2014
31 July 31 July 31 January
2014 2013 2014
GBP GBP GBP
------------------------------ ------------ ------------ ------------
Fixed assets
Investments 5,549,122 5,504,138 5,699,122
------------------------------ ------------ ------------ ------------
Current assets
Debtors 405,570 299,356 353,455
Liquidity funds and cash
at bank 57,926 201,049 82,419
------------------------------ ------------ ------------ ------------
463,496 500,405 435,874
Creditors: amounts falling
due within one year (62,975) (47,432) (121,108)
------------------------------ ------------ ------------ ------------
Net current assets 400,521 452,973 314,766
------------------------------ ------------ ------------ ------------
Net assets 5,949,643 5,957,111 6,013,888
------------------------------ ------------ ------------ ------------
Capital and reserves
Called up share capital 108,009 104,039 105,310
Share premium account 4,458,096 4,241,985 4,306,020
Special reserve 4,474,481 4,632,445 4,474,481
Capital reserve - realised (2,887,418) (402,422) (2,841,308)
Capital reserve - unrealised 179,333 (2,257,270) 329,333
Revenue reserve (382,858) (361,666) (359,948)
Total equity shareholders'
funds 5,949,643 5,957,111 6,013,888
------------------------------ ------------ ------------ ------------
Net asset value per share 55.08p 57.26p 57.11p
------------------------------ ------------ ------------ ------------
Registered in England and Wales, No. 5660269
Reconciliation of Movements in Shareholders' Funds
(unaudited)
for the six months ended 31 July 2014
Six months Six months Year ended
ended ended
31 July 2014 31 July 31 January
2013 2014
GBP GBP GBP
----------------------- ------------- ----------- -----------
Opening shareholders'
funds 6,013,888 5,918,319 5,918,319
Capital per share
issue 155,000 - 75,000
Expenses of offer (225) (13,120) (22,813)
Expenses of SRRP - (8,771) (8,772)
Dividend - - (157,964)
Return for the period (219,020) 60,683 210,118
----------------------- ------------- ----------- -----------
Closing shareholders'
funds 5,949,643 5,957,111 6,013,888
----------------------- ------------- ----------- -----------
Cash Flow Statement (unaudited)
for the six months ended 31 July 2014
31 January
Period ended 31 July 2014 31 July 2013 2014
GBP GBP GBP GBP GBP GBP
------------------------- --------- ---------- --------- --------- ---------- ------------
Operating activities
Investment income
received - qualifying - 26,780 26,808
Deposit and similar
interest received
- non qualifying 26 60 91
Investment adviser's
fees paid (67,687) (15,920) (25,717)
Company secretarial
fees paid (4,125) (8,800) (17,050)
Cash paid to
and on behalf
of directors (17,000) (25,770) (41,436)
Other cash payments (15,707) (29,903) (51,800)
Net cash outflow
from operating
activities (104,493) (53,553) (109,104)
------------------------- --------- ---------- --------- --------- ---------- ------------
Financial investment
Purchase of investments - - -
Sale of investments - - -
Loans made - (15,000) (25,000)
Loans repaid - 15,000 -
Net cash outflow
from financial
investment - - (25,000)
------------------------- --------- ---------- --------- --------- ---------- ------------
Dividends
Equity dividends
paid - - (157,964)
------------------------- --------- ---------- --------- --------- ---------- ------------
Net cash outflow
from dividends - - (157,964)
------------------------- --------- ---------- --------- --------- ---------- ------------
Net cash outflow
before financing (104,493) (53,553) (292,068)
Financing
New share issue 80,000 - 75,000
Commission -
current year
share issue - - (2,812)
Prior year share
issue - - (13,120)
Other costs relating
to issue of shares - (1,470) (6,881)
Expenses of SRRP - - (8,772)
Cash held for
allotment - - 75,000
Net cash inflow
from financing 80,000 (1,470) 118,415
------------------------- --------- ---------- --------- --------- ---------- ------------
Increase in cash (24,493) (55,023) (173,653)
------------------------- --------- ---------- --------- --------- ---------- ------------
Notes to the Interim Financial Statements
1. Accounting Policies
The unaudited interim financial statements
which cover the six months ended 31 July 2014
have been prepared in accordance with applicable
accounting standards and adopting the accounting
policies set out in the statutory financial
statements of the Company for the year ended
31 January 2014.
2. Return per Share
The return per share has been calculated based
on a weighted average number of shares in
issue for the six months ended 31 July 2014
of 10,706,927 (31 July 2013: 10,408,825).
3. Net Asset Value per Share
The net asset value per share has been calculated
based on 10,800,865 shares being the number
of shares in issue as at 31 July 2014 (31
July 2013: 10,403,906).
4. During the six months ended 31 July 2014 the
Company issued 269,884 ordinary shares under
a private placing.
5. The financial information for the period ended
31 July 2014 has not been audited and does
not comprise full financial statements within
the meaning of Section 434 of the Companies
Act 2006. Statutory accounts for the year
ended 31 January 2014 were unqualified. No
statutory accounts in respect of any period
after 31 January 2014 have been reported on
by the Company's auditors or delivered to
the Registrar of Companies.
6. Copies of this half-yearly report will be
mailed to shareholders and are available to
the public at the Company's registered office.
Corporate Information
Directors (all non-executive) IBIS Media VCT 1 plc
Incorporated in England
and Wales
Independent with registered number:
5660269
Sir Robin W Miller (Chairman)
Peter D English Reporting Calendar
Lucy H Macdonald For the year ending 31 January
2015
John P Williams (resigned
25 September 2014)
Simon D A Jamieson (resigned Results announced:
25 September 2014)
Interim - September 2014
Not independent Annual - May 2015
David C K Forster
Charles A McIntyre
All of the registered
office and principal
place of business of
IBIS Media VCT 1 plc
22 Soho Square
London
W1D 4NS
VCT web site: www.ibiscapital.co.uk
Investment Adviser Bankers
IBIS Private Equity Partners Barclays Bank plc
LLP
22 Soho Square 1(st) Floor
London 99 Hatton Garden
W1D 4NS London
EC1N 8DN
Secretary Registrars
The City Partnership Share Registrars Limited
(UK) Limited
Thistle House Suite E, First Floor
21 Thistle Street 9 Lion and Lamb Yard
Edinburgh Farnham
EH2 1DF Surrey
Telephone: 0131 243 7210 GU9 7LL
Auditors
Scott-Moncrieff
Chartered Accountants
Exchange Place 3
Semple Street
Edinburgh
EH3 8BL
This information is provided by RNS
The company news service from the London Stock Exchange
END
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