TIDMRSB
RNS Number : 0671E
Rensburg AIM VCT Plc
30 October 2015
RENSBURG AIM VCT PLC
Half-Yearly Financial Report for the six months ended 31 August
2015
Rensburg Aim VCT plc ("the Company"), the venture capital trust
specialising in investing in companies trading on the Alternative
Investment Market of the London Stock Exchange ("AIM"), today
announces its Half-Yearly Financial Report for the six months ended
31 August 2015.
Financial Highlights 6 months 6 months 12 months
ended ended ended
31 August 31 August 28 February
2015 2014 2015
Net assets GBP14,641,000 GBP17,916,000 GBP16,958,000
Net asset value ("NAV") per share 39.31p 46.84p 44.60p
Income Statement (loss)/ profit on ordinary GBP(263,000) GBP299,000 GBP60,000
activities after tax
(Loss)/ profit per share as per Income
Statement (0.70)p 0.78p 0.16p
Dividends per share paid during the period 4.50p 2.50p 4.00p
Dividends paid during the period GBP1,690,000 GBP914,000 GBP1,483,000
Total dividends per share paid since inception 66.75p 60.75p 62.25p
Total dividends per share proposed since
inception 66.75p 62.25p 62.25p
Commenting on the six month period, Richard Battersby,
Non-Executive Chairman, said:
"After careful consideration, the Board agreed proposals with
Unicorn AIM VCT plc (UAVCT) for a merger by way of a scheme of
reconstruction (the Scheme) whereby, following a tender offer by
the Company to its shareholders of up to GBP5 million (the Tender
Offer), the remaining assets and liabilities of the Company will be
transferred to UAVCT in exchange for new ordinary shares to be
issued by UAVCT."
The NAV as at 31 August 2015 was 39.31 pence per share, a
decrease of 1.8% over the past six months, before the special and
interim dividends of 2.00 pence and 2.50 pence per share
respectively that were paid during the period."
For further information contact:
Barry Anysz Rensburg Aim VCT plc 0113 245 4488
Interim Management Report
Introduction
Given the back drop of headline falls in the main market indices
combined with increased volatility the results for the first half
of this year to 31 August 2015 proved to be relatively satisfactory
with Net Asset Value ("NAV") per share decreasing by 1.8% (before
dividend payments), which compares favourably with the Total Return
FTSE All-Share Index and FTSE 100 Index, which decreased by 6.2%
and 7.9% respectively. However, the Total Return FTSE AIM All-Share
Index increased by 3.5% during the same period. As I have stated
previously, none of these indices are perfect benchmarks for our
own performance as so few of the size and type of company in which
we can invest are represented in them.
Net Asset Value
The NAV as at 31 August 2015 was 39.31 pence per share, a
decrease of 1.8% over the past six months, before the special and
interim dividends of 2.00 pence and 2.50 pence per share
respectively that were paid during the period.
Results
The loss on ordinary activities after tax for the six months to
31 August 2015 was GBP263,000 (31 August 2014: profit of
GBP299,000). The loss was 0.70 pence per share (31 August 2014:
profit of 0.78 pence per share). It is important to realise that
the profit or loss figures reflect the requirement to recognise the
majority of unrealised gains and losses in the Income Statement.
During times of volatile share price movements, this results in
large swings between profits and losses which do not always reflect
cash movements.
Qualifying Investments
The Company made one full and one partial realisation of
qualifying investments during the period, resulting in total
proceeds of GBP881,000 and a net profit of GBP775,000 over historic
cost.
The qualifying portfolio, which cost GBP6.6 million, was valued
at GBP7.3 million at 31 August 2015 and represents 50.0% of the net
assets of the Company. Included in the above figures was a notable
success as a consequence of Vista Equity Partners acquiring
Advanced Computer Software plc. The Company received proceeds of
GBP840,000, realising a gain over historic cost of GBP738,000. The
original qualifying investment was made in 2008 at a cash cost of
GBP500,000 and has returned total proceeds of GBP1,811,000
including multiple partial sales over the period of investment.
This represents a return of some 3.6 times the original
investment.
An investment portfolio summary is provided in note 10 to this
announcement.
Strategy
Earlier this year the Board announced proposals to wind up the
Company by way of a Members' Voluntary Liquidation (MVL). However,
following that announcement the Board was approached by a number
of
other VCTs and their managers with a view to a merger, which it
believed would result in better value for the Company's
shareholders. After careful consideration, the Board agreed
proposals with Unicorn AIM VCT plc (UAVCT) for a merger by way of a
scheme of reconstruction (the Scheme) whereby, following a tender
offer by the Company to its shareholders of up to GBP5 million (the
Tender Offer), the remaining assets and liabilities of the Company
will be transferred to UAVCT in exchange for new ordinary shares to
be issued by UAVCT.
These proposals were put to the Company's Annual General Meeting
and Shareholders approved a resolution which authorised and
instructed your Board to proceed. Whilst this resolution indicated
shareholder support it had no formal legal effect and on 27 October
2015 a circular was posted to Shareholders which convenes two
further General Meetings of the Company to approve the tender and
the merger (by way of the Scheme) as well as the ultimate voluntary
winding up of the Company, once all its assets and liabilities have
been distributed to UAVCT. At these meetings shareholders will be
able to vote on the formal resolutions to implement the proposals.
A copy of the circular is also available on the Company's website
www.rensburgaimvct.co.uk.
The Board believes that the Tender Offer and the Scheme are in
the best interests of shareholders generally and will maximise
shareholder value. They offer more attractive options to
shareholders than any other approach received by the Company and in
particular the potential to retain deferred capital gains tax
relief for shareholders wishing to do so. The Board had received
approaches from other AIM-focused and also 'Generalist' VCTs but it
believed the proposals from UAVCT offer greatest shareholder
value.
UAVCT is the largest AIM-focused VCT with similar objectives to
those of the Company. As at 31 August 2015, UAVCT had unaudited net
assets of GBP124.1 million, which affords it significantly greater
scale than RAVCT, with GBP14.6 million of unaudited net assets at
the same date. UAVCT has a strong record over the past few years
and is rated by the Association of Investment Companies as one of
the best performing AIM VCTs over one, three and five years in
terms of both NAV and share price performance. Shareholders in the
Company who continue as shareholders of UAVCT will therefore be
continuing with a similar investment.
The proposals agreed with UAVCT give shareholders the
opportunity to consider the action they wish to take; to
exit (to the extent which will be available under the Tender
Offer) if they so desire at minimal discount to NAV
or to continue to hold shares in a VCT with an investment
strategy very similar to that of the Company. It is
important to note that most of the costs of the Scheme will not
be paid by either the Company or UAVCT, as
UAVCT's investment manager, Unicorn Asset Management Limited,
has agreed to pay (subject to the Scheme
being implemented) all of the costs, save for any termination
payment due to Investec Wealth & Investment
Limited, the managers of the Company. The costs of the tender
offer will be borne by the Company. These costs and the termination
payment are disclosed in the circular.
Should shareholders decide not to support the proposals the
Board will initially continue with the previously stated strategy
as detailed in the Annual Report and Financial statements 2015 but
will then have to reconsider alternative strategies for the future
of the Company.
Non-Qualifying Investments
During the six months to 31 August 2015, GBP22,000 of
non-qualifying investments were acquired and GBP421,000 of
non-qualifying investments were sold, realising a loss over
historic cost of GBP651,000.
The non-qualifying portfolio, which cost GBP5.7 million, was
valued at GBP7.4 million at 31 August 2015 and represents 50.3% of
the net assets of the Company.
Other net current liabilities make up 0.3% of the total net
assets of the Company at 31 August 2015 and include GBP231,000 of
cash.
Dividend
As a result of the proposals described in the strategy section
the Company does not intend to pay an ordinary interim dividend.
The Company has distributed a total of 66.75 pence per share since
it was established.
VCT Status
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The Board continues to be mindful of maintaining the Company's
VCT qualifying status. H.M. Revenue and Customs has confirmed that
the Company has full approval and the Company continues to meet the
relevant conditions to maintain full approval. The net funds raised
in any one accounting period are disregarded in assessing whether
the Company has satisfied the requirement that at least 70% of its
total investments are qualifying investments until the first
accounting period that ends three years after the raising of the
additional funds. In the Company's case, all funds have now reached
this point and your Board, therefore, expects that the Company
should maintain its VCT qualifying status in the future and until
such time as the Scheme is implemented.
Share Buy-Backs
During the half year the Company has repurchased for
cancellation 780,000 (2.1% of equity at 28 February 2015) shares at
a cost of GBP296,673, an average cost of 38.0 pence per share.
At 31 August 2015, the middle share price was 35.0 pence per
share, representing a discount of 11.0% (28 February 2015: 11.4%)
to NAV at that date.
Annual General Meeting
The Board are pleased to report that all resolutions were passed
at the Annual General Meeting held in August 2015.
Risks and Uncertainties
In accordance with DTR 4.2.7R of the Disclosure and Transparency
Rules, the directors have considered the principal risks and
uncertainties for the remaining six months of the year.
The Directors believe that the principal risk faced by the
Company is the loss of its approval as a VCT arising from a breach
of the requirements of section 274 of the Income Tax Act 2007. This
would mean that shareholders might have to repay Capital Gains tax
deferment relief they obtained on their investment in the Company
and that the Company would lose its exemption from tax on any
capital gains. The Manager reports to the Board at each meeting on
the Company's compliance with section 274 of the Income Tax Act
2007 and the Board is advised on VCT compliance issues by
PricewaterhouseCoopers LLP.
Other significant risks include a serious or prolonged fall in
either individual investments or the wider stock market which would
affect the Company's performance and value; consistent
underperformance by the Manager; and the Company's shares failing
to achieve a rating which reflects performance. The Board seeks to
mitigate these risks by monitoring the Manager's performance at
each Board meeting and discussing appropriate action where
considered necessary. The Board considers the two most appropriate
key performance indicators for the Company are its compliance with
the requirements of section 274 of The Income Tax Act 2007, in
order to maintain approval as a VCT and the net asset value per
share. A five year summary of the net asset value per share is
provided in the full Report and Financial Statements.
Liquidity risk includes the fact that a share traded on AIM does
not guarantee liquidity. The Company is required to comply with the
Companies Act 2006, the rules of the UK Listing Authority and
United Kingdom Accounting Standards. Breach of any of these might
lead to suspension of the Company's Stock Exchange listing,
financial penalties or a qualified audit report. Financial risks
include inappropriate accounting policies leading to misreporting
or breaches of regulations. The Company monitors these requirements
in order to mitigate such risk.
Operational risks include failure of the Manager's accounting
systems or disruption to its business which might lead to an
inability to provide accurate reporting and monitoring. The Manager
has a formal disaster recovery policy to mitigate such risks.
Shareholder Communications
Our website at www.rensburgaimvct.co.uk provides shareholders
with information on the Company, including the latest announced
NAV, share price, statutory accounts and dividend history.
Shareholders should note that we report (with an announcement on
the Regulatory News Service 'RNS') the month end NAV figure shortly
after the commencement of the following month. Those shareholders
who wish to keep up to date with our performance should visit the
AIC website at www.theaic.co.uk and refer to the statistics section
on AIM VCTs.
Outlook
In the month to 30 September 2015, the Total Return FTSE AIM
All-Share Index decreased by 1.2% whilst the Total Return FTSE 100
and Total Return FTSE All-Share Indices decreased by 2.9% and 2.7%
respectively. The NAV of the Company was 38.01 pence per share as
at 30 September 2015, a 3.3% decrease on the half-year figure.
Finally, on behalf of all shareholders I would like to thank my
fellow Directors, our Manager, Investec Wealth & Investment
Limited, and our professional advisers for their continued
contributions.
Richard Battersby - Non-Executive Chairman 30 October 2015
Responsibility Statement of the Directors in respect of the
Half-Yearly Financial Report
We confirm that to the best of our knowledge:
The condensed set of financial statements has been prepared in
accordance with FRS 104 "Interim Financial Reporting" issued by the
Financial Reporting Council 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.
Richard Battersby (Non-Executive Director)
Peter C. Smart (Non-Executive Director)
Barry A. Anysz (Non-Executive Director)
30 October 2015
Income Statement
for the six months ended 31 August 2015
6 months 6 months 12 months
ended ended ended
31 August 31 August 28 February
2015 2014 2015
GBP000 GBP000 GBP000
Income 292 282 467
Unrealised (loss)/gain on fair value through
profit and loss investments (236) 100 (115)
Realised gain on fair value through profit
and loss investments 2 146 219
Realised gain on available-for-sale investments 0 45 51
Investment management fee (166) (186) (367)
Other expenses (155) (88) (195)
-------- -------- --------
(Loss)/ profit on ordinary activities before
tax (263) 299 60
Taxation - - -
-------- -------- --------
(Loss)/ profit on ordinary activities after
tax (263) 299 60
-------- -------- --------
(Loss)/return per ordinary share (0.70)p 0.78p 0.16p
-------- -------- --------
Statement of comprehensive income
for the six months ended 31 August 2015
6 months 6 months 12 months
ended ended ended
31 August 31 August 28 February
2015 2014 2015
GBP000 GBP000 GBP000
(Loss)/ profit on ordinary activities after
tax (263) 299 60
Available-for-sale reserve movement (68) (54) (114)
-------- -------- --------
Total comprehensive income the period (331) 245 (54)
-------- -------- --------
Total comprehensive income per ordinary share (0.88)p 0.64p (0.14)p
-------- -------- --------
Statement of changes in equity
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for the six months ended 31 August 2015
6 months 6 months 12 months
ended ended ended
31 August 31 August 28 February
2015 2014 2015
GBP000 GBP000 GBP000
Opening shareholders' funds 16,958 18,769 18,769
(Loss)/ profit on ordinary activities after
tax (263) 299 60
Dividends paid (1,690) (914) (1,483)
Share Capital re-purchases (296) (184) (274)
Available-for-sale reserve movement (68) (54) (114)
-------- -------- --------
Closing shareholders' funds 14,641 17,916 16,958
-------- -------- --------
Statement of financial position
as at 31 August 2015
31 August 31 August 28 February
2015 2014 2015
GBP000 GBP000 GBP000
Investments
Fair value through profit and loss account
assets 14,500 16,921 16,013
Available-for-sale assets 192 320 260
-------- -------- --------
14,692 17,241 16,273
Current assets
Debtors 72 99 60
Cash at bank and in hand 231 720 777
-------- -------- --------
303 819 837
Creditors
Amounts falling due within one year (354) (144) (152)
-------- -------- --------
Net current assets (51) 675 685
-------- -------- --------
-------- -------- --------
Net assets 14,641 17,916 16,958
------- ------- --------
Capital and reserves
Called up share capital 1,862 1,913 1,901
Capital redemption reserve 470 421 433
Available-for-sale reserve 44 171 111
Other reserves 754 754 754
Profit and loss account 6,035 9,181 8,283
Special reserve 5,476 5,476 5,476
-------- -------- --------
Shareholders' funds 14,641 17,916 16,958
-------- -------- --------
Net asset value per share 39.31p 46.84p 44.60p
-------- -------- --------
Statement of Cash Flows
for the six months ended 31 August 2015
6 months 6 months 12 months
ended ended ended
31 August 31 August 28 February
2015 2014 2015
GBP000 GBP000 GBP000
Net cash inflow/ (outflow) from operating
activities 161 47 (9)
Investing activities
Purchases of fair value investments (22) (346) (386)
Proceeds from the disposal of fair value
investments 1,301 1,238 2,044
Proceeds from the disposal of available-for-sale
investments 0 83 89
-------- -------- --------
Net cash inflow from investing activities 1,279 975 1,747
-------- -------- --------
Financing activities
Dividends paid (1,690) (914) (1,483)
Buy-back of ordinary shares (296) (184) (274)
-------- -------- --------
Net cash inflow from financing activities (1,986) (1,098) (1,757)
-------- -------- --------
Decrease in cash and cash equivalents (546) (76) (19)
-------- -------- --------
Notes to the Cash Flow Statement
6 months 6 months 12 months
ended ended ended
31 August 31 August 28 February
2015 2014 2015
GBP000 GBP000 GBP000
Analysis of change in net funds
Opening cash and cash equivalents 777 796 796
Net cash outflow for the period (546) (76) (19)
-------- -------- --------
Closing cash and cash equivalents 231 720 777
-------- -------- --------
Notes to the Condensed Financial Statements
1. Basis of Preparation
The financial statements have been prepared on a going concern
basis and in compliance with United Kingdom Accounting Standards,
including Financial Reporting Standard 102, "The Financial Reporting
Standard applicable in the United Kingdom and the Republic of
Ireland" ("FRS 102") and the Companies Act 2006 and in accordance
with the Statement of Recommended Practice ("SORP") for investment
trust companies and venture capital trusts issued by the Association
of Investment Companies ("AIC") in November 2014 and on the assumption
that the Company maintains VCT status. The Company adopted FRS
102 from 1 March 2015, this has not resulted in an adjustment
to the prior year results except in respect of certain presentational
reclassifications. In accordance with Section 405(2) of the Companies
Act 2006, the Company is exempt from preparing consolidated financial
statements. As such, the Company is not required to prepare its
financial statements in accordance with International Financial
Reporting Standards as adopted by the European Union.
The Board has agreed proposals with Unicorn AIM VCT plc (UAVCT)
for a scheme of reconstruction (the Scheme) whereby, following
a tender offer by the Company to its shareholders of up to GBP5
million (the Tender Offer), the remaining assets and liabilities
of the Company will be transferred to UAVCT in exchange for new
ordinary shares to be issued by UAVCT. These proposals, if approved
and implemented will ultimately lead to the Company entering into
a Members' Voluntary Liquidation.
However, the Board recognises that this requires shareholder approval
and that, whilst the Company may enter voluntary liquidation in
the coming twelve months, there is a material uncertainty. They
therefore believe it is appropriate to retain the Going Concern
assumption.
2. Related Party Transactions
As shown in the Income Statement, fees incurred by this Company
for investment management services provided by Investec Wealth
& Investment Limited ("IW&I"), a company for which Barry Anysz
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is an employee, amounted to GBP165,770 (2014: GBP186,140) in the
half-year. The outstanding balance accruing to IW&I at 31 August
2015 was GBP228,027 (2014: GBP92,571). Further analysis of the
IW&I fee structure and incentive can be found in note 3 to the
accounts.
During the half-year, Walker Morris LLP, a law firm for which
Peter Smart acts as consultant, provided legal services to the
Company totalling GBP47,400 (2014: GBP3,300) including VAT. The
outstanding balance at 31 August 2015 was GBP47,400 (31 August
2014: GBPNil) including VAT.
3. Investment Management Fees
6 months 6 months 12 months
ended ended ended
31 August 31 August 28 February
2015 2014 2015
GBP000 GBP000 GBP000
Investment management fees 166 186 367
-------- -------- --------
166 186 367
-------- -------- --------
Throughout the half-year IW&I has provided investment management
and secretarial services to the Company.
Under the Investment Management Agreement, IW&I receives an annual
fixed fee of GBP45,000 along with a quarterly fee based upon 0.375%
of the quarter end NAV, prior to the fee itself and after adding
back dividends paid during the year to date.
A further provision of the agreement obliges IW&I to rebate to
the Company annual running costs (as defined in the Investment
Management Agreement) if they exceed 3.5% per year of the Funds
under Management after adding back the value of dividends paid
during the year, to the extent of the excess. The repayment will
be limited to the total amount that would have been payable to
IW&I in that financial year. The agreement is terminable on twelve
months' notice by IW&I or the Company.
In addition to the main fee structure explained above, IW&I has
charged GBP18,403 in the six months to 31 August 2015 (6 months
to 31 August 2014: GBP20,927) for the management of the non-qualifying
Main List quoted equities based on 0.15% per quarter of market
value.
The Ongoing Charges percentage for Rensburg Aim VCT plc in the
year to 31 August 2015 was 3.19% (2014: 2.92%). The calculations
have been made by reference to the Association of Investment Companies
recommended methodology except that the underlying costs incurred
by the investment in the Franklin Templeton Mid Cap OEIC which
represented 7.19% of net assets at 31 August 2015 (2014: 5.12%)
have not been included.
4. Reconciliation of Operating Profit to Net Cash Inflow from Operating
Activities
6 months 6 months 12 months
ended ended ended
31 August 31 August 28 February
2015 2014 2015
GBP000 GBP000 GBP000
(Loss)/ profit on ordinary activities
before tax (263) 299 60
(Increase)/ decrease in debtors (12) 38 77
Increase in creditors 202 1 9
Unrealised loss/ (gain) on fair value
through profit and loss investments 236 (100) 115
Realised gain on fair value through
profit and loss investments (2) (146) (219)
Realised (gain)/loss on available-for-sale
investments 0 (45) (51)
-------- -------- --------
161 47 (9)
-------- -------- --------
5. Earnings per Share
The losses per share of 0.70p (year ended 28 February 2015: earnings
of 0.16p; 6 months ended 31 August 2014: earnings of 0.78p) are
based on the net loss after tax of GBP263,000 (year ended 28 February
2015: profit of GBP60,000; 6 months ended 31 August 2014: profit
of GBP299,000) and on 37,420,731 (year ended 28 February 2015:
38,334,556; 6 months ended 31 August 2014: 38,541,927) ordinary
shares, being the weighted average number of shares in issue during
the period.
6. Total Recognised Returns per Share
Total recognised losses per share of 0.88p (year ended 28 February
2015: losses per share of 0.14p; 6 months ended 31 August 2014:
gains per share of 0.64p) are based on total recognised losses
for the period of GBP331,000 (year ended 28 February 2015: losses
of GBP54,000; 6 months ended 31 August 2014: gains of GBP245,000)
and on 37,420,731 (year ended 28 February 2015: 38,334,556; 6
months ended 31 August 2014: 38,541,927) ordinary shares, being
the weighted average number of shares in issue during the period.
7. Net Asset Value per Share
The net asset value per share at 31 August 2015 of 39.31p is based
on net assets of GBP14,641,000 (year ended 28 February 2015: net
assets of GBP16,958,000; 6 months ended 31 August 2014: net assets
of GBP17,916,000) and on 37,245,405 (year ended 28 February 2015:
38,025,405; 6 months ended 31 August 2014: 38,250,405) ordinary
shares, being the number of ordinary shares in issue on that date.
8. Extraction of Financial Information
The information contained in the 28 February 2015 Income Statement,
Balance Sheet and Cash Flow statement does not constitute full
financial statements and has been extracted from the financial
statements for the year ended 28 February 2015 which have been
delivered to the Registrar of Companies. The report of the auditor
on these financial statements was unqualified. The Income and
Cash Flow statements for the six month periods and the Balance
Sheets as at 31 August 2015 and 31 August 2014 are unaudited and
do not constitute statutory accounts within the meaning of section
434 of the Companies Act 2006. The Half-Yearly Financial Report
was approved by the Board of Directors on 30 October 2015.
9. Information Availability
This report is available on our website at www.rensburgaimvct.co.uk.
10. Investment Portfolio Summary as at 31 August 2015
Qualifying Investments Book % of total Unrealised
cost* Valuation net assets gain/(loss)
GBP000 GBP000 (by value) GBP000
Ten largest qualifying investments
Animalcare Group plc 234 866 5.91 632
Plastics Capital plc 690 740 5.05 50
Tracsis plc 72 728 4.97 656
Quixant plc 184 597 4.08 413
Idox plc 107 588 4.02 481
Belvoir Lettings plc 425 545 3.72 120
AB Dynamics plc 217 522 3.57 305
Sanderson Group plc 350 418 2.85 68
Hasgrove Ltd 500 354 2.42 (146)
Getech Group plc 234 318 2.17 84
-------- -------- -------- --------
3,013 5,676 38.76 2,663
Other qualifying investments 3,570 1,648 11.26 (1,922)
-------- -------- -------- --------
Total qualifying investments 6,583 7,324 50.02 741
-------- -------- -------- --------
Non-qualifying investments
Main Market quoted equities 4,246 5,521 37.71 1,275
Franklin Templeton Mid Cap OEIC 302 1,053 7.19 751
Fixed interest securities 653 597 4.08 (56)
Non-qualifying AIM and unquoted
investments 471 198 1.35 (273)
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