TIDMTPV1
RNS Number : 2322I
Triple Point Income VCT PLC
15 June 2017
Triple Point Income VCT plc
LEI: 213800IXD8S5WY88L245
Final Results
Triple Point Income VCT plc managed by Triple Point Investment
Management LLP today announces the final results for the year ended
31 March 2017.
These results were approved by the Board of Directors on 15 June
2017.
You may view the Annual Report in due course on the Triple Point
website www.triplepoint.co.uk
Financial Summary
Year ended 31 March
2017 Year ended 31 March 2016
Ord. A C D Ord. A
Shares Shares Shares Shares Total Shares Shares C Shares D Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Net assets 13,573 2,179 14,314 14,413 44,479 13,175 2,118 14,118 13,875 43,286
Net asset
value per
share 69.74p 42.46p 106.49p 105.19p n/a 67.69p 41.28p 105.03p 101.26p n/a
-------------- -------- -------- -------- -------- -------- -------- -------- --------- --------- --------
Net profit
before tax 429 73 957 652 2,111 729 (39) 807 377 1,874
Earnings
per share 2.05p 1.18p 6.46p 3.93p n/a 3.64p (0.72p) 5.27p 2.19p n/a
-------------- -------- -------- -------- -------- -------- -------- -------- --------- --------- --------
Cumulative
return to
shareholders Ord. A C D
(p) Shares Shares Shares Shares
Net asset
value per
share 69.74 42.46 106.49 105.19
Dividends
paid 25.56 56.20 5.00 -
Net asset
value plus
dividends
paid 95.30 98.66 111.49 105.19
-------- -------- -------- --------
Triple Point Income VCT plc ("the Company") is a Venture Capital
Trust ("VCT"). The Investment Manager is Triple Point Investment
Management LLP ("TPIM" or "Triple Point").
-- Ordinary Shares: these are held by the shareholders that were
in the Company prior to the merger on 21 November 2012; and by
former TP70 2008(II) VCT plc shareholders; and shares that were
held by the B Ordinary Shareholders which were converted to
Ordinary Shares on 31 October 2013.
-- A Ordinary Shares: these are held by the former TP12(I) VCT
plc shareholders prior to the merger on 21 November 2012.
-- C Ordinary Shares: these are the shares issued in the Offer
that closed on 27 May 2014. A total of GBP14.0 million was raised
and 13,441,438 C Shares were issued.
-- D Ordinary Shares: these are the shares issued in the Offer
that closed on 30 April 2015. A total of GBP14.3 million was raised
and 13,701,636 D Shares were issued.
Post Balance Sheet
-- E Ordinary Shares: During the year the Company's shareholders
approved proposals for a new E Share Class offer ("the Offer"). At
the year end no shares had been issued. The Offer closed on 15 May
2017 raising just under GBP30 million with a total of 28,949,575 E
Shares being issued.
The Strategic Report on pages 2 to 23, the Directors' Report on
pages 24 to 28, the Corporate Governance report on pages 29 to 33
and the Directors' Remuneration Report on pages 34 to 36 have each
been drawn up in accordance with the requirements of English law
and liability in respect thereof is also governed by English law.
In particular, the responsibility of the Directors for these
reports is owed solely to Triple Point Income VCT plc.
The Directors submit to the members their Annual Report and
Financial Statements for the Company for the year ended 31 March
2017.
Strategic Report
The Strategic Report, on pages 2 to 23, has been prepared in
accordance with the requirements of section 414c of the Companies
Act 2006. Its purpose is to inform the members of the Company and
help them to assess how the Directors have performed their duty to
promote the success of the Company, in accordance with section 172
of the Companies Act 2006.
Chairman's Statement
I am writing to present the Financial Statements for the Company
for the year ended 31 March 2017, a year which has seen
appreciation in all share classes, in line with expectations.
Investment Portfolio
The Company's funds at 31 March 2017 are 94% invested in a
portfolio of VCT qualifying and non-qualifying unquoted
investments. It continues to meet the condition that 70% of funds
must be invested in VCT qualifying investments within three
years.
The Investment Manager's review on pages 13 to16 gives an update
on the portfolio of investments in 20 small unquoted
businesses.
Ordinary Share Class
The Ordinary Share Class has a diverse portfolio consisting of
cinema digitisation, electricity generation, crematorium management
and SME funding.
The Ordinary Share Class has recorded a profit over the period
of 2.05p per share. As at 31 March 2017 the net asset value stood
at 69.74p per share. Adding back the total dividends of 25.56p paid
to Ordinary Class Shareholders takes the total return including net
asset value to 95.30p per share, which compares to a weighted
average share price at acquisition or conversion of 83.60p.
The Ordinary Share Class has built up a cash reserve of GBP1.6
million and as the minimum 5 year holding period will be reached in
April 2018, the Board has resolved to pay a special dividend of
2.5p as well as the regular annual dividend of 5p. The dividend of
GBP1,459,734 equal to 7.5p per share will be paid on 14 July 2017
to shareholders on the register on 30 June 2017.
A Share Class
April 2017 marked the end of the five year anniversary and in
line with A Shareholders' expectations we are now focused on
returning funds to investors as soon as possible. After the
realisation of a substantial part of its portfolio in 2015 the
remaining portfolio consists of three investments, two in landfill
gas and one in an SME Funding company. The SME Funding company will
be divested in June 2017; and the sale of the two landfill gas
companies is expected to take place during the summer. As such the
Board has resolved to pay a dividend to A Class Shareholders of
GBP1,282,838 equal to 25p per share which will be paid on 14 July
2017 to shareholders on the register on 30 June 2017.
The A Share Class has recorded a profit over the period of 1.18p
per share. As at 31 March 2017 the net asset value stood at 42.46p
per share. Adding back the dividends paid to A Class Shareholders
of 56.20p per share takes the total return including net asset
value to 98.66p per share, which compares to a weighted average
share price at conversion of 86.40p.
C Share Class
The C Share Class has investments in three companies in the
Hydroelectric Power sector which between them own six hydroelectric
schemes in the Scottish Highlands. All schemes have been
successfully commissioned and are operating in line with
expectations. The C Share Class has also invested in companies
which provide SME funding in the Hydroelectric Power sector.
The C Share Class has recorded a profit over the period of 6.46p
per share. At 31 March 2017 the net asset value stood at 106.49p
per share. The Company paid its first dividend to C Class
Shareholders of GBP672,072 equal to 5p per share on 8 July 2016.
Adding back this dividend takes the total return including the net
asset value to 111.49p per share.
The Board has resolved to pay a second dividend to C Class
Shareholders of GBP672,072 equal to 5p per share which will paid on
14 July 2017 to shareholders on the register on 30 June 2017.
D Share Class
The D Share Class has investments in five companies in the
Hydroelectric Power sector which between them own six hydroelectric
schemes in the Scottish Highlands. Five schemes have been
successfully commissioned and are operational with the final scheme
due to be commissioned in August 2017. The D Share Class has also
invested in two companies, providing funding to SMEs, one of which
focuses on the Hydroelectric Power sector.
The D Share Class has recorded a profit over the period of 3.93p
per share. At 31 March 2017 the net asset value stood at 105.19p
per share.
The Board has resolved to pay the first dividend to D Class
Shareholders of GBP685,082 equal to 5p per share which will paid on
14 July 2017 to shareholders on the register on 30 June 2017.
E Share Class
The E Share Class offer closed on 15 May 2017 raising just under
GBP30 million with a total of 28,949,575 E Shares being issued.
Whilst the Investment Manager is seeking investment opportunities
the main focus is on cash management.
Risks
The Board believes that the principal risks currently facing the
Company are:
-- investment risk associated with holding VCT qualifying investments;
-- risk of failure to maintain approval as a VCT;
-- risk of ability to return funds to investors in line with expectations.
The Board and the Investment Manager continue to work to
minimise the likelihood and the potential impact of these
risks.
Outlook
The Company and the Investment Manager continue to monitor the
performance of the Ordinary Share portfolio and to secure an exit
for the A Share portfolio.
The Company's focus on the C and D Share Class investments in
the Hydroelectric Power sector will be on the operation of
completed sites and progress of the remaining scheme under
construction.
The Company's focus on the E Share Class is to invest the funds
raised into unquoted investments as soon as possible.
If you have any questions or comments, please do not hesitate to
contact Triple Point on 020 7201 8989.
David Frank
Chairman
15 June 2017
Company Strategy and Business Model
The Directors assess the Company's success in meeting its
objectives in relation to returns, stability, VCT qualification
and, ultimately, exit.
Performance Update
At launch the Ordinary Shares targeted a return of 8% to 10% pa
including the benefit of tax relief. At a weighted average share
price at acquisition or conversion of 83.6p using an 8% return this
is broadly equivalent to a total target return to investors in 2018
of 90.4p. This compares to a net asset value per share for the
Ordinary Share Class at 31 March 2017 of 69.74p which together with
dividend payments of 25.56p, brings the total return at 31 March
2017 to 95.30p, meaning the Ordinary Share Class has exceeded the
minimum targeted return.
The A Share Class, previously shares in TP12 (I) VCT plc,
targeted a return of 9% to 12% per annum. On a weighted average
share price at conversion of 86.4p using a 9% return this broadly
equates to a total target return to investors in 2017 of 97.6p.
This compares to a net asset value per share for the A Share Class
at 31 March 2017 of 42.46p which together with a dividend payment
of 56.20p brings the total return at 31 March 2017 to 98.66p,
meaning the A Share Class has exceeded the minimum targeted
return.
The C Share Class targets a return of 100p per share by the end
of year six. It is intended that this will comprise the income tax
rebate, tax-free dividends in years two, three, four and five of an
average 5p per share, followed by a substantial capital realisation
in year six. It is anticipated that from year six investors will
then receive, on average, an annual tax-free dividend of around 7%
in each of the next nine years, and a final tax-free payment of
approximately 50p per share in 2029, following the sale of the
VCT's hydro projects.The net asset value per share for the C Share
Class at 31 March 2017 stood at 106.49p. The Company is meeting its
objectives for the C Share Class and declaring its second dividend
to be paid this year.
The target for the D Share Class is to pay shareholders a cash
return of 100p per share by the end of the sixth year. It is
intended that this will comprise the income tax rebate, tax-free
dividends in years two, three, four and five of an average 5p per
share, followed by a substantial capital realisation in year six.
It is anticipated that from year six investors will then receive,
on average, an annual tax-free dividend of around 7% in each of the
next nine years, and a final tax-free payment of approximately 50p
per share in 2030, following the sale of the VCT's hydro projects.
The net asset value per share for the D Share Class at 31 March
2017 stood at 105.19p. The Company is meeting its objectives for
the D Share Class and declaring its first dividend to be paid this
year.
In respect of the E Share Class, the Company aims to distribute
from income generated by its investments an average of 5p per E
Share for the financial year ending 31 March 2020 followed by a
regular dividend of up to 5p per E Share per annum for the
remaining life of the E Share Class.
The Board and the Investment Manager are both committed to
ensuring that returns on the investment portfolio are optimised and
that the VCT remains fully invested and continues to be managed in
line with the Company's investment strategy and risk profile.
A review of the performance of the Company's investments during
the financial year, the position of the Company at the year end and
the outlook for the coming year is contained within the Chairman's
statement on pages 2 to 3 and the Investment Manager's Review on
pages 13 to 16.
Dividend Requirements
Generally, a VCT must distribute by way of dividend such amounts
to ensure that it retains not more than 15% of its income from
shares and securities. The Directors aim to maximise tax free
distributions to shareholders of income or realised gains. It is
envisaged that the Company will distribute most of its net income
each year by way of dividend, subject to liquidity.
Investment Policy
The Company's main focus is to generate returns from a portfolio
of investments in companies based in the UK in order to make
regular tax-free dividends.
The key objectives of the Company are to:
a) Pay regular tax-free dividends to investors;
b) Maintain VCT status to enable investors to benefit from the associated tax reliefs;
c) Reduce the volatility normally associated with early stage
investments by applying its Investment Policy;
d) In respect of the Ordinary Share Fund and the A Ordinary
Share Fund, provide investors with the opportunity to exit shortly
after five years following investment;
e) In respect of the C Ordinary Share Fund and the D Ordinary
Share Fund, provide investors with the opportunity to exit shortly
after 16 years following investment with a partial return to
shareholders after 6 years; and
f) In respect of the E Ordinary Share Fund, provide investors
with the opportunity to exit between ten and twelve years following
investment with a possible early partial return of funds to
shareholders if market conditions present such an opportunity.
The Company will not vary these objectives to any material
extent without the approval of the Shareholders. The Company's
investment policy has been designed to satisfy the legislative
requirements of the VCT scheme and to provide regular tax-free
dividends to investors. The Company's investment policy is directed
towards new investments into cash flow generative businesses with
the capacity for growth and which can provide a positive return to
investors.
The investments will be made with the intention of growing and
developing the revenues and profitability of the target businesses
to enable them to be considered for traditional forms of bank
finance and other funding. This, in turn, should enable the Company
to benefit from gains from a favourable sale of the business to a
third party or from a refinance or capital restructuring of the
business.
In respect of Qualifying Investments the Company will seek:
a) investments on which robust due diligence has been undertaken;
b) investments where there is access to regular material financial and other information;
c) investments where it may be possible to mitigate capital
losses through careful analysis of the collateral available;
and
d) investments where there is a strong relationship with the key decision makers.
Target Asset Allocation
The majority of the Company's net assets are or will be invested
in unquoted companies. The remaining assets are or will be deployed
for liquidity management purposes into Non-Qualifying Investments
including cash and other highly liquid investments (which may be
repurchased, redeemed, or paid out on no more than seven days'
notice). Qualifying Investments will typically range between
GBP500,000 and GBP5,000,000 and encompass businesses with strong
asset bases, and good prospects. No single investment by the
Company will represent more than 15 per cent of the aggregate NAV
of the Company at the time the investment is made.
Qualifying Investments
Although investments will be sought in a diverse range of
sectors, the Company's portfolio will comprise companies with
certain characteristics; for example clear commercial and financial
objectives, strong customer relationships and, where possible,
tangible assets with value. The Company will focus on identifying
cash generative businesses with a capacity for growth and which can
provide a positive return to investors.
The criteria against which investment targets would be assessed
will include the following:
a) an attractive valuation at the time of the investment;
b) managed risk of capital losses;
c) the quality of the company's cash flows;
d) the quality of the businesses' counterparties, suppliers and market position;
e) the sector in which the business is active;
f) the quality of the company's assets;
g) the opportunity to structure an investment that can produce distributable income;
h) the potential for growing and developing the revenues and
profitability of the company to enable it to be
considered for traditional forms of bank finance and other funding; and
i) the ability to facilitate an exit which enables the Company
to meet its key investment objective of returning funds in line
with shareholder expectations. As the value of investments
increase, the Company's investment manager will monitor
opportunities for the Company to realise capital gains to enable it
to make tax-free distributions to shareholders.
Non-Qualifying Investments
Non-Qualifying Investments will be made for the purpose of
liquidity management. These investments will include the
following:
a) short term deposits of money, shares or units in alternative
investment funds (which have the meaning given by regulation 3 of
the Alternative Investment Fund Managers Regulations 2013) or in
undertakings for the collective investment in transferable
securities (which have the meaning given by Section 363A(4) of the
Taxation (International and Other Provisions) Act 2010), which may
be repurchased, redeemed, or paid out on no more than seven days'
notice; and
b) ordinary shares or securities in a company which are acquired
on a regulated market (defined in Section S274(4) ITA 2007).
Borrowing Powers
The Company has no present intention of utilising direct
borrowing as a strategy for improving or enhancing returns. To the
extent that borrowing is required, the Directors will restrict the
borrowings of the Company and exercise all voting and other rights
or powers of control over its subsidiary undertakings (if any) to
ensure that the aggregate amount of money borrowed by the group,
being the Company and any subsidiary undertakings for the time
being, (excluding intra-group borrowings), shall not without the
previous sanction of an ordinary resolution of the Company exceed
30% of its NAV at the time of any borrowing.
VCT Regulation and Tax Benefits
VCTs were introduced in the Finance Act 1995 to provide a means
for private individuals to invest in unquoted companies in the UK.
The Finance Act 2004 introduced changes to VCT legislation designed
to make VCTs more attractive to investors. The tax benefits
available to eligible investors in VCTs include:
-- up-front income tax relief of 30%
-- exemption from income tax on dividends received
-- exemption from capital gains tax on disposals of shares in VCTs.
The Company was provisionally approved as a VCT by Her Majesty's
Revenue and Customs. In order to secure final approval the Company
must comply with certain requirements on a continuing basis. Within
three years from the effective date of provisional approval or
later allotment at least 70% of the Company's investments must
comprise "qualifying holdings" of which at least 30% must be in
eligible ordinary shares.
FCA Regulation
On 1 April 2014 Triple Point Income VCT plc registered with the
Financial Conduct Authority as a small Alternative Investment Fund
Manager ("AIFM") under the AIFM Directive.
Exit Programme
The Company is committed to realising its investments and
returning funds to Ordinary Shareholders and A Shareholders as soon
as practicable after the end of the five year holding period which
will be April 2017 for the A Shares and May 2018 for the Ordinary
Shares. In relation to the C Share Class the Company is intending
to secure a partial realisation after its five year anniversary but
plans to retain its investment in the Hydro companies until 2029.
In relation to the D Share Class the Company is intending to secure
a partial realisation after its five year anniversary but plans to
retain its investment in the Hydro companies until 2030.
The valuation of, and potential exit routes, for the Company's
portfolio of investments are reviewed and discussed at each Board
meeting. The Investment Manager has successfully implemented exit
plans for other VCTs under its management.
Investment classification for the Ordinary Share Class by asset
value and sector value are shown below:
Investment Portfolio - Ordinary Share Class
Qualifying Investments 75%
Non Qualifying Holdings 13%
Cash 12%
Qualifying Investments by Sector - Ordinary Share Class
Electricity Generation - other 34%
Cinema Digitisation 29%
Hydro Electric Power 23%
Crematorium Management 7%
SME Funding - other 4%
SME Funding - hydro electric power 3%
Investment classification for the A Share Class by asset value
and sector value are shown below:
Investment Portfolio - A Share Class
Qualifying Investments 42%
Non Qualifying Holdings 50%
Cash 8%
Investments by Sector - A Share Class
Landfill Gas 45%
SME Funding - other 55%
Investment classification for the C Share Class by asset value
and sector value are shown below:
Investment Portfolio - C Share Class
Qualifying Investments 71%
Non Qualifying Holdings 27%
Cash 2%
Investments by Sector- C Share Class
Hydro Electric Power 77%
SME Funding - hydro electric power 23%
Investment classification for the D Share Class by asset value
and sector value are shown below:
Investment Portfolio - D Share Class
Qualifying Investments 80%
Non Qualifying Holdings 16%
Cash 4%
Investments by Sector - D Share Class
Hydro Electric Power 85%
SME Funding - hydro electric power 9%
SME Funding - Other 6%
Principal Risk and Risk Management
The Directors carry out a robust assessment of the principal
risks facing the Company, including those that would threaten its
business model, future performance, solvency or liquidity. The main
areas of risk identified by them, along with the risks to which the
Company is exposed through its operational and investing
activities, are detailed below.
VCT qualifying status risk: the Company is required at all times
to observe the conditions laid down in the Income Tax Act 2007 for
the maintenance of approved VCT status. The loss of such approval
could lead to the Company losing its exemption from corporation tax
on capital gains, to investors being liable to pay income tax on
dividends received from the Company and, in certain circumstances,
to investors being required to repay the initial income tax relief
on their investment. The Investment Manager keeps the Company's VCT
qualifying status under continual review and reports to the Board
on a quarterly basis. The Board has also appointed Philip Hare
& Associates LLP to undertake an independent VCT status
monitoring role.
Investment risk: the Company's VCT qualifying investments are
held in small and medium-sized unquoted companies which, by their
nature, entail a higher level of risk and lower liquidity than
investments in large quoted companies. The Directors and Investment
Manager aim to limit the risk attached to the portfolio as a whole
by the careful selection and timely realisation of investments, by
carrying out rigorous due diligence procedures and by maintaining a
spread of holdings in terms of industry sector and geographical
location. The Board reviews the investment portfolio with the
Investment Manager on a regular basis.
Financial instrument risk: Financial Instrument risks are
described in note 16.
Financial risk: as most of the Company's investments will
involve a medium to long-term commitment and will be relatively
illiquid, the Directors consider that it is inappropriate to
finance the Company's activities through borrowing unless it is to
manage short term liquidity. Accordingly a proportion of the
Company's assets are maintained in cash or cash equivalents in
order to be in a position to take advantage of unquoted investment
opportunities as they arise.
Internal control risk: the Board regularly reviews the system of
internal controls, both financial and non-financial, operated by
the Company and the Investment Manager. These include controls
designed to ensure that the Company's assets are safeguarded and
that proper accounting records are maintained.
Viability Statement
In accordance with provision C.2.2 of the 2014 revision to the
Corporate Governance Code, the Directors have assessed the prospect
of the Company over a longer period than 12 months required by the
Going Concern provision. In order to assess the new requirement,
the Board takes into account the Company's current position and the
principal risks as set out on page 11 so that the Directors may
state that they have a reasonable expectation that the Company will
be able to continue in operation and meet its liabilities as they
fall due over the period of their assessment.
To provide this assessment the Board has considered the
Company's financial position and ability to meet its expenses as
they fall due as well as considering longer term viability:
-- the expenses of the Company are predictable and modest in
comparison with the assets and there are no capital commitments
foreseen which would alter that position;
-- the Company has no employees, only Non-Executive Directors
and consequently does not have redundancy or other employment
related liabilities or responsibilities;
-- most of the Company's investments will involve a medium to
long-term commitment and will be relatively illiquid but the board
reduces the risk as a whole by careful selection and timely
realisation of investments; and
-- the Directors will continue to monitor closely changes in the
VCT legislation and adapt to any changes to ensure the Company
maintains approval. The Directors have appointed an independent
adviser to undertake the VCT status monitoring role.
Based on the results of this review, the Directors have a
reasonable expectation that the Company will be able to continue
its operations and meet its expenses and liabilities as they fall
due over the period of their assessment. The A Share Class reached
its 5 year holding period in April 2017, the Ordinary Share Class
will reach its 5 year holding period in 2018 and the C and D Share
Class will partially exit during the next 5 years. Based on this
the Directors believe it is reasonable to make their assessment
over 5 years.
Share Buy-Back Discount Policy
The Company has a share buy-back facility, committing to buy
back shares at no more than a 10% discount to the prevailing NAV,
subject to the Directors' discretion. We will be asking
shareholders at the Annual General Meeting to extend the facility
for the Company to purchase shares in the market for
cancellation.
Shareholders should note that if they sell their shares within
five years of subscription they forfeit any tax relief obtained. If
you are considering selling your shares please contact TPIM on 020
7201 8989.
Environmental, Social, Employee and Human Rights Issues
The Company has nothing to report in relation to social,
employee or human rights issues. It has no employees and its three
directors are Non-Executive.
Gender Diversity
The Board of Directors comprises 3 male Directors. The
Investment Manager has 56 employees and members of whom 31 are men
and 25 are women.
Investment Manager's Review
Sector Analysis
The unquoted investments can be analysed as follows:
Total
Industry Cinema Crematorium Hydroelectric Hydroelectric Unquoted
Sector Digitisation Management Power Other Power Other Investments
------------------- -------------- ------------ -------------- -------- -------------- -------- -------------
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------- -------------- ------------ -------------- -------- -------------- -------- -------------
Investments
at 31 March
2016
-------------- --------
Ord Shares 3,294 788 4,098 3,970 - 450 12,600
A Shares - - - 789 - 950 1,739
C Shares - - 10,434 - 3,698 - 14,132
D Shares - - 11,083 1 1,206 800 13,090
Total 3,294 788 25,615 4,760 4,904 2,200 41,561
------------------- -------------- ------------ -------------- -------- -------------- -------- -------------
Investments
made during
the year
------------------- -------------- ------------ -------------- --------
Ord Shares - - - - 350 - 350
A Shares - - - - - - -
C Shares - - - - - - -
D Shares - - - - - - -
-------------- ------------ --------------
- - - - 350 - 350
------------------- -------------- ------------ -------------- -------- -------------- -------- -------------
Investments
realised
during
the year
------------------- -------------- ------------ -------------- -------- -------------- -------- -------------
Ord Shares - (200) (1,269) - (34) - (1,503)
A Shares - - - - - - -
C Shares - - - - (486) - (486)
D Shares - - - - - - -
- (200) (1,269) - (520) - (1,989)
------------------- -------------- ------------ -------------- -------- -------------- -------- -------------
Investments
revalued
during
the year
------------------- -------------- ------------ -------------- -------- -------------- -------- -------------
Ord Shares 72 4 (28) 207 - 3 258
A Shares - - - - - 7 7
C Shares - - 514 - - - 514
D Shares - - 29 - - 6 35
72 4 486 207 - 16 814
------------------- -------------- ------------ -------------- -------- -------------- -------- -------------
Investments
at 31 March
2017
-------------------
Ord Shares 3,366 592 2,801 4,177 316 453 11,705
A Shares - - - 789 - 957 1,746
C Shares - - 10,948 - 3,212 - 14,160
D Shares - - 11,112 1 1,206 806 13,125
Total 3,366 592 24,861 4,967 4,734 2,216 40,736
------------------- -------------- ------------ -------- -------------
Total investments
% 8.26% 1.45% 61.04% 12.19% 11.62% 5.44% 100.00%
------------------- -------------- ------------ -------------- -------- -------------- -------- -------------
The Company's funds at 31 March 2017 are 94% invested in a
portfolio of VCT qualifying and non-qualifying unquoted
investments. It continues to meet the condition that 70% of funds
must be invested in VCT qualifying investments within three
years.
The VCT was established to fund small and medium sized
enterprises. At 31 March 2017 it had four share classes each
invested in their own portfolio as detailed on page 13. The overall
portfolio comprised investments in 20 small, unquoted companies in
four sectors: cinema digitisation; crematorium management;
electricity generation; and SME Funding.
The Company had a successful raise which was fully subscribed
and closed early and as a result the Company's gross assets now
stand at circa GBP74 million spreading fixed costs over a larger
asset base.
Review and Outlook
Ordinary Share Class
The Company and the Investment Manager will continue to focus on
monitoring the performance of the Ordinary Share Class investment
portfolio and on maintaining or improving the performance of the
Share Class within its target range.
Cinema Digitisation
The Company maintains two holdings in cinema digitisation
businesses which provide cinema digitisation services in the UK,
Germany and Ireland. These businesses continue to look for
opportunities to grow and to acquire projectors.
Crematorium Management
The Company has an investment in a business that provides
crematory and mercury abatement services for the crematoria of a
London Borough. In line with expectations for the sector this
investment has delivered a modest but steady return over the 7
years that it has been held.
Solar
The Company holds an investment in Green Energy For Education
Limited ("GEFE"), a company that owns a portfolio of rooftop PV
systems. The PV systems have been outperforming their electricity
generation targets and the investment continues to provide an
attractive exposure to a business benefitting from low risk Feed in
Tariffs. The Company also holds an investment in Cmore Energy
Limited ("Cmore"), a ground mount solar farm located in
Herefordshire. Revenues are earned from the sale of Renewable
Obligation Certificates and the sale of electricity. Cmore's
revenues have been protected from the wider decline in wholesale
electricity prices due to a long term Power Purchase Agreement.
Hydroelectric Power
The Ordinary Share Class has investments in two companies which
between them own two hydroelectric schemes in the Scottish
Highlands. Further updates on this sector are detailed on page
15.
Gas Power
The Company has invested in a company that is constructing a gas
power plant which will provide a reliable and secure energy supply.
The power plant is under construction and expected to start
generating in Q1 2018.
A Share Class
The Company and the Investment Manager will continue to focus on
the successful realisation of the A Share Class investments. April
2017 marked the end of the five year minimum VCT holding period for
this share class. In line with its investment strategy we will be
working towards facilitating a rapid exit for shareholders with
realisations expected in the summer and payments to shareholders
soon after. To date the Company has distributed 56.2p per share to
the A Class Shareholders and will be paying a further dividend of
25p per share on 14 July 2017.
Landfill Gas
Craigahulliar Energy Ltd ("CEL") and Aeris Power Ltd ("APL")
each generate renewable electricity from landfill gas at sites
operated respectively by local councils and a large waste
management company in Northern Ireland. Both businesses continue to
generate electricity for export to the Grid, earning long term cash
flows through the sale of electricity to a utility company and
potentially to the site owners, as well as through the sale of the
Renewable Obligation Certificates. CEL is generating in line with
expectations while APL's generation is running at lower levels than
planned due to lower than expected gas extraction. Management have
taken actions to address this and APL continues to be able to
comfortably meet the VCT's interest payments. The Company is in
discussions with a potential acquirer of its holdings in both these
companies.
C Share Class
The Company and the Investment Manager will monitor the ongoing
operation and efficiency of the C Share Class investments. The C
Share Class has investments in three companies which between them
own six hydroelectric schemes in the Scottish Highlands. Further
updates on this sector are detailed below.
D Share Class
We are pleased to report that five of the six Hydro schemes
located in the Scottish Highlands held by the D Share Class were
commissioned on time and within budget. Our focus now turns to
improving operation and efficiency of the schemes. In line with
initial expectations the sixth scheme is under construction and due
to be commissioned during August 2017.
Hydroelectric Power Sector
2016 was a mixed year for the VCTs hydro portfolio. All the
relevant schemes were commissioned on time and within budget,
snagging issues were addressed early in the year and the schemes
performed well when operating, however, the autumn and winter
periods were uncharacteristically dry, and river levels were
significantly below the long term average. Whilst reduced
generation in the first full year of operation is frustrating, we
remain confident in our long term forecasts and the original
hydrology studies that the schemes were based on.
During the year there were major upgrade works carried out on
the Transmission Network by SSE, and consequently five of the
schemes were restricted to just 50kW of output for periods of up to
11 to 59 days. Although the majority of restricted generation
occurred on days when there was little or no river flow, it has had
a negative impact on revenue generation nonetheless. We are not
expecting this to be a continuing issue for the schemes as the
majority of works have now been completed.
In addition to earning RPI-linked Feed-in Tariffs, the schemes
have also earned revenue through the sale of electricity under
Power Purchase Agreements. At outset, the companies expected to
earn a total of 5p per kWh for the sale of electricity and embedded
benefits, and we are pleased to report that on average the schemes
have been earning 6.62p per kWh.
In December 2016, the Scottish Assessor announced new draft
business rates that in some instances were 2.5 times the current
level. Over the past few months there has been extensive lobbying
by the industry as a whole, and it is expected that existing
schemes under 1MW will be limited to an increase of 12.5%, which is
good news for the majority of the portfolio. The position of new
schemes and schemes over 1MW remains unclear.
Looking forward to the coming year, we will focus our attention
on aligning and optimising the power purchase agreements for the
portfolio of companies, looking at ways to increase performance
through asset management, and working with Green Highland
Renewables and the British Hydro Association to assess and
potentially challenge the proposed new business rates.
E Share Class
We are pleased to report that the E Share Class reached its
maximum subscription and raised just under GBP30 million. Going
forward, the Company and the Investment Manager are focused on
ensuring that the funds are invested in line with the Company's
strategy and the requirements of the VCT legislation.
Non-Qualifying Investments
SME Funding
The Company has invested in three companies which provide
funding to a range of small and medium sized businesses. Two of
these companies focus on the Hydroelectric Power sector. All three
companies are performing in line with expectation.
If you have any questions, please do not hesitate to call us on
020 7201 8989.
Ben Beaton
Managing Partner
for Triple Point Investment Management LLP
15 June 2017
Investment Portfolio Summary
31 March 2017 31 March 2016
------------------------------------ ------------------------------------
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted Holdings
Unquoted qualifying
holdings 30,584 73.01 31,986 73.92 31,088 73.99 31,695 74.42
Unquoted non-qualifying
holdings 8,762 20.92 8,750 20.23 9,898 23.56 9,866 23.23
Financial assets
at fair value through
profit or loss 39,346 93.93 40,736 94.15 40,986 97.55 41,561 97.65
Cash and cash equivalents 2,534 6.07 2,534 5.85 1,032 2.45 1,032 2.35
41,880 100.00 43,270 100.00 42,018 100.00 42,593 100.00
======== ======= ======== ======= ======== ======= ======== =======
Unquoted Qualifying
Holdings GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Cinema digitisation
Digima Ltd 1,262 3.01 1,296 3.00 1,262 3.00 1,274 2.99
Digital Screen
Solutions Ltd 2,020 4.82 2,070 4.78 2,020 4.81 2,020 4.74
Solar
Cmore Energy Ltd 1,000 2.39 1,221 2.82 1,000 2.38 1,153 2.71
Green Energy for
Education Ltd 475 1.13 752 1.74 475 1.13 608 1.43
PJC Renewable Energy
Ltd 5 0.01 - - 5 0.01 5 0.01
Landfill Gas*
Aeris Power Ltd 525 1.25 424 0.98 525 1.25 424 1.00
Craigahulliar Energy
Ltd 350 0.84 365 0.84 350 0.83 365 0.86
Hydroelectric Power
Elementary Energy
Ltd 2,060 4.92 2,102 4.86 2,060 4.90 2,130 5.00
Green Highland
Allt Choire A Bhalachain
(225) Ltd 3,130 7.47 3,038 7.02 3,130 7.45 3,130 7.35
Green Highland
Allt Garbh Ltd 2,710 6.47 2,710 6.26 2,710 6.45 2,710 6.36
Green Highland
Allt Ladaidh (1148)
Ltd 3,500 8.36 3,500 8.09 3,500 8.33 3,500 8.22
Green Highland
Allt Luaidhe (228)
Ltd 1,995 4.76 2,047 4.73 1,995 4.75 1,995 4.68
Green Highland
Allt Phocachain
(1015) Ltd 3,932 9.39 3,941 9.11 3,932 9.36 3,932 9.23
Green Highland
Shenval Ltd 1,120 2.67 1,120 2.59 1,624 3.87 1,624 3.81
Green Highland
Renewables (Achnacarry)
Ltd 4,300 10.27 5,200 12.02 4,300 10.23 4,625 10.86
Gas Power
Green Peak Generation
Ltd 2,200 5.25 2,200 5.08 2,200 5.24 2,200 5.17
30,584 73.01 31,986 73.92 31,088 73.99 31,695 74.42
======== ======= ======== ======= ======== ======= ======== =======
*Assets held for sale
31 March 2017 31 March 2016
---------------------------------- ----------------------------------
Cost Valuation Cost Valuation
Unquoted Non-Qualifying
Holdings GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Crematorium Management
Furnace Managed
Services Ltd 620 1.48 592 1.37 820 1.95 788 1.85
Hydroelectric Power
Elementary Energy
Ltd 310 0.74 310 0.72 344 0.82 344 0.81
Green Highland
Allt Choire A Bhalachain
(225) Ltd 342 0.82 342 0.79 341 0.81 341 0.80
Green Highland
Allt Garbh Ltd
ST Loan - - - - 30 0.07 30 0.07
Green Highland
Allt Luaidhe (228)
Ltd 185 0.44 185 0.43 185 0.44 185 0.43
Green Highland
Allt Phocachain
(1015) Ltd 161 0.38 161 0.37 175 0.42 175 0.41
Kinlochteacius
Hydro Limited - - - - 762 1.81 762 1.79
Green Highland
Renewables (Achnacarry)
Ltd 100 0.24 100 0.23 133 0.32 133 0.31
Gas Power
Green Peak Generation
Ltd - - - - 4 0.01 4 0.01
SME Funding
Hydroelectric Power:
Broadpoint 2 Ltd 2,834 6.77 2,834 6.55 2,894 6.89 2,894 6.79
Broadpoint 3 Ltd 2,010 4.80 2,010 4.65 2,010 4.78 2,010 4.72
Other:
Funding Path Ltd 2,200 5.25 2,216 5.12 2,200 5.24 2,200 5.24
8,762 20.92 8,750 20.23 9,898 23.56 9,866 23.23
-------- ------ -------- ------ -------- ------ -------- ------
Financial Assets are measured at fair value through profit or
loss. The initial best estimate of fair value of these investments
that are either quoted or not quoted on an active market is the
transaction price (i.e. cost). The fair value of these investments
is subsequently measured by reference to the enterprise value of
the investee company, which is best deemed to reflect the fair
value. Where the Board considers the investee company's enterprise
value to remain unchanged since acquisition, investments continue
to be held at cost less any loan repayments received. Where the
Board considers the investee company's enterprise value has changed
since acquisition, investments are held at a value measured using a
discounted cash flow model or the value expected to be realised on
disposal which is equivalent to fair value.
Investment Portfolio's Ten Largest VCT Unquoted Investments
Green Highland Renewables
(Achnacarry) Ltd
Date of first Cost Valuation Valuation Income Equity Equity
investment GBP GBP Method recognised Held Held by
by TP by TP TPIM managed
Income Income funds
for % %
the
year
GBP'000
Discounted
Cash
13 August 2014 4,300,000 5,200,000 Flow 112 40.65 40.65
Summary of Information from Investee Company GBP'000
Financial Statements ending in 2016:
Turnover 1,061
Earnings before interest, tax, amortisation
and depreciation (EBITDA) 754
Profit before tax 215
Net assets before VCT loans 5,156
Net assets 3,668
Green Highland Renewables (Achnacarry) Ltd is operating
three separate run-of-river hydroelectric power plants
located adjacent to Loch Arkaig near Fort William, having
reached financial close in August 2014. The Allt Dubh
site (722kw) was commissioned in November 2015, the
Loch Blair site (1,250kw) and the Cheanna Mhuir site
(500kw) were both successfully commissioned in December
2015. The company earns Feed-in-Tariffs and other revenues
from the generation and export of electricity.
---------------------------------------------------------------------------------------------
Green Highland Allt Phocachain
(1015) Ltd
Date of first Cost Valuation Valuation Income Equity Equity
investment GBP GBP Method recognised Held Held by
by TP by TP TPIM managed
Income Income funds
for % %
the
year
GBP'000
Discounted
13 November Cash
2014 3,932,000 3,941,000 Flow 350 42.70 100.00
Summary of Information from Investee Company GBP'000
Financial Statements ending in 2016:
Turnover 383
Earnings before interest, tax, amortisation
and depreciation (EBITDA) 258
Profit before tax (295)
Net assets before VCT loans 4,722
Net assets 2,832
Green Highland Allt Phocachain (1015) Ltd has constructed
two separate 500kw run-of-river hydroelectric power
plants located in Glen Moriston, Scottish Highlands.
Both schemes were commissioned on schedule in December
2015. The company earns Feed-in-Tariffs from the generation
and export of electricity.
--------------------------------------------------------------------------------------------
Green Highland Allt Ladaidh
(1148) Ltd
Date of first Cost Valuation Valuation Income Equity Equity
investment GBP GBP Method recognised Held Held by
by TP by TP TPIM managed
Income Income funds
for % %
the
year
GBP'000
20 March 2015 3,500,000 3,500,000 Cost 294 35.17 50.25
Summary of Information from Investee Company GBP'000
Financial Statements ending in 2016:
Turnover 34
Earnings before interest, tax, amortisation
and depreciation (EBITDA) 11
Profit before tax (28)
Net assets before VCT loans 4,855
Net assets 3,355
Green Highland Allt Ladaidh (1148) Ltd has constructed
a run-of-river hydro-electric power plant near Loch
Garry, Invergarry in the Scottish Highlands. The 1,300kW
Allt Ladaidh scheme completed construction and was commissioned
in August 2016. The company earns Feed-in-Tariffs and
other revenues from the generation and export of electricity.
-------------------------------------------------------------------------------------------
Green Highland Allt Choire
A Bhalachain (225) Ltd
Date of first Cost GBP Valuation Valuation Income Equity Equity
investment GBP Method recognised Held Held by
by TP by TP TPIM managed
Income Income funds
for % %
the
year
GBP'000
Discounted
Cash
18 July 2014 3,130,000 3,038,000 Flow 297 49.90 100.00
Summary of Information from Investee Company GBP'000
Financial Statements ending in 2016:
Turnover 264
Earnings before interest, tax, amortisation
and depreciation (EBITDA) 124
Profit before tax (269)
Net assets before VCT loans 2,699
Net assets 1,751
Green Highland Allt Choire a Bhalachain (225) Ltd is
currently operating a 740kw run-of-river hydro-electric
power plant located at Tomdoun, Invergarry in the Scottish
Highlands. The project started construction in July
2014 and was commissioned on schedule in November 2015.
The company earns Feed-in-Tariffs and other revenues
from the generation and export of electricity.
--------------------------------------------------------------------------------------------
Broadpoint 2 Ltd
Date of first Cost Valuation Valuation Income Equity Equity
investment GBP GBP Method recognised Held Held by
by TP by TP TPIM managed
Income Income funds
for % %
the
year
GBP'000
Share
12 February of Net
2015 2,834,000 2,834,000 Assets 238 49.00 98.00
Summary of Information from Investee Company GBP'000
Financial Statements ending in 2016:
Turnover 173
Earnings before interest, tax, amortisation
and depreciation (EBITDA) 30
Profit before tax 4
Net assets before VCT loans 3,637
Net assets 3
Broadpoint 2 Ltd is a non-qualifying investment which
provides finance to the Hydroelectric Power sector.
-------------------------------------------------------------------------------------------
Green Highland Allt Garbh
Ltd
Date of first Cost GBP Valuation Valuation Income Equity Equity
investment GBP Method recognised Held Held by
by TP by TP TPIM managed
Income Income funds
for % %
the
year
GBP'000
01 April 2015 2,710,000 2,710,000 Cost 208 27.46 50.25
Summary of Information from Investee Company GBP'000
Financial Statements ending in 2016:
Turnover -
Earnings before interest, tax, amortisation
and depreciation (EBITDA) (7)
Profit before tax 339
Net assets before VCT loans 4,959
Net assets 3,471
Green Highland Allt Garbh Ltd is constructing a run-of-river
hydroelectric power plant near Glen Affric, Cannich.
The 1,500kW Allt Garbh scheme reached commercial close
and has begun construction and is scheduled to be commissioned
by August 2017. The company will earn Feed-in-Tariffs
and other revenues from the generation and export of
electricity.
-------------------------------------------------------------------------------------------
Green Peak Generation Ltd
Date of first Cost GBP Valuation Valuation Income Equity Equity
investment GBP Method recognised Held Held by
by TP by TP TPIM managed
Income Income funds
for the % %
year
GBP'000
02 April 2015 2,200,000 2,200,000 Cost 12 26.97 50.25
Summary of Information from Investee Company GBP'000
Financial Statements ending in 2016:
Turnover -
Earnings before interest, tax, amortisation
and depreciation (EBITDA) (5)
Profit before tax 9
Net assets before VCT loans 4,108
Net assets 2,878
Green Peak Generation Ltd reached financial close during
May 2017 on a 7.5 MW gas power plant in Cumbria, which
is expected to be commissioned during Q1 2018.
-------------------------------------------------------------------------------------------
Elementary Ltd
Date of first Cost Valuation Valuation Income Equity Equity
investment GBP GBP Method recognised Held Held by
by TP by TP TPIM managed
Income Income funds
for the % %
year
GBP'000
Discounted
Cash
18 March 2013 2,060,000 2,102,000 Flow 207 49.93 99.22
Summary of Information from Investee Company GBP'000
Financial Statements ending in 2016:
Turnover 268
Earnings before interest, tax, amortisation
and depreciation (EBITDA) 180
Profit before tax (88)
Net assets before VCT loans 1,954
Net assets 414
Elementary Energy Ltd is currently operating a 500kw
run-of-river hydroelectric power plant situated at Abhainn
Shalachain river at Fiunary, Morven, Scotland. The plant
was commissioned in January 2015 and is operating successfully
and earns Feed-in-Tariffs and other revenues from the
generation and export of electricity.
--------------------------------------------------------------------------------------------
Funding Path Ltd
Date of first Cost Valuation Valuation Income Equity Equity
investment GBP GBP Method recognised Held Held by
by TP by TP TPIM managed
Income Income funds
for the % %
year
GBP'000
Share
29 January of Net
2016 2,200,000 2,216,000 Assets 171 49.00 98.00
Summary of Information from Investee Company GBP'000
Financial Statements ending in 2016:
Turnover 275
Earnings before interest, tax, amortisation
and depreciation (EBITDA) 268
Profit before tax 41
Net assets before VCT loans 3,232
Net assets 32
Funding Path Ltd provides funding for SME Leasing companies.
-------------------------------------------------------------------------------------------
Digital Screen Solutions Ltd
Date of first Cost Valuation Valuation Income Equity Equity
investment GBP GBP Method recognised Held Held by
by TP by TP TPIM managed
Income Income funds
for % %
the
year
GBP'000
Discounted
Cash
31 March 2009 2,020,000 2,070,000 Flow 68 35.36 99.87
Summary of Information from Investee Company GBP'000
Financial Statements ending in 2016:
Turnover 1,657
Earnings before interest, tax, amortisation
and depreciation (EBITDA) 1,588
Profit before tax 539
Net assets before VCT loans 3,382
Net assets 1,968
Digital Screen Solutions Ltd is a provider of cinema
digitisation equipment. During the course of the year
it significantly added to its portfolio of projectors
and now operates digital projection equipment in the
UK, Ireland and Germany. It fully recouped its expected
return on its projectors in Italy and no longer retains
an interest in these systems. At year end the company
owned a portfolio of 833 screens across the UK, Ireland
and Germany. Digital cinema projection conversion is
paid for under the globally recognised Virtual Print
Fee model, through which film studios pay for the cost
of the deployment over a number of years with the majority
of the company's revenues deriving ultimately from the
six major investment grade Hollywood Studios.
--------------------------------------------------------------------------------------------
-- All investments are held in the UK.
-- The investments are a combination of debt and equity.
-- Equity holding is equal to the voting rights.
The Strategic Report has been approved by the Board and signed
on their behalf by the Chairman.
David Frank
Chairman
15 June 2017
Report of the Directors
The Directors present their Report and the audited Financial
Statements for the year ended 31 March 2017.
Details of Directors
David Frank was a partner in Slaughter and May for twenty two
years before retiring from the firm in 2008. As well as being the
firm's first Practice Partner from 2001 to 2008, his practice
involved acting for several venture capital houses, including 3i
and Schroder Ventures. He was also involved in several flotations
in the venture capital sector, including 3i, Baronsmead and SVG
Capital. Since retiring from legal practice, he has established a
portfolio of voluntary roles. He has been a Director and Chairman
of the Company since 11 November 2010.
Simon Acland has over twenty five years' experience in venture
capital, primarily at Quester, where he became Managing Director.
When Quester was sold in 2007 it had GBP200m under management and
was one of the leading UK venture capital and VCT investment
managers. Simon was a director of over 20 companies in Quester's
portfolio, many of which achieved successful exits through
flotation or trade sales. Simon is also a director of various other
private companies and charities, and a member of the investment
committee of the British Business Bank's Angel Co-Fund. Simon was
appointed a Director on 12 March 2009.
Michael Stanes has been an Investment Director at Heartwood
Investment Management, a London-based firm providing investment
management and wealth structuring services for high net worth
individuals, since 2010. He began his career at Warburg Investment
Management (which became Mercury Asset Management) where he ran
equity portfolios in London and Tokyo. He then moved to the US
where he founded a business on behalf of Merrill Lynch offering
equity portfolio management to high net worth individuals. In 2002
he joined Goldman Sachs Asset Management in London running global
equity portfolios for a range of institutional and individual
clients before joining a new fund management partnership as CEO.
Michael was appointed a Director on 21 November 2012.
All Directors are considered to be independent.
The Board has considered provision B.7.2 of the UK Corporate
Governance Code (September 2014) and believes that all the
Directors continue to be effective and to demonstrate commitment to
their roles, the Board and the Company. The Directors are discussed
further within the Corporate Governance report on pages 29 and 30
which demonstrates the Board's compliance with the UK Corporate
Governance code.
Activities and Status
The Company is a Venture Capital Trust and its main activity is
investing.
The Company has been provisionally approved as a VCT by
HMRC.
The Company is registered in England as a Public Limited Company
(Registration number 6421083). The Directors have managed, and
intend to continue to manage, the Company's affairs in such a
manner as to comply with Section 274 of the Income Tax Act 2007
which grants approval as a VCT.
The Company was not at any time up to the date of this report a
close company within the meaning of S439 of the Corporation Tax Act
2010.
Post Balance Sheet Events
Post balance sheet events are described in note 21.
Directors' and Officers' Liability Insurance
The Company has, as permitted by S233 of the Companies Act 2006,
maintained insurance cover on behalf of the Directors and Company
Secretary, indemnifying them against certain liabilities which may
be incurred by them in relation to their offices with the
Company.
Matters Covered in the Strategic Report
Dividends and financial risk management have both been discussed
within the Strategic Report on pages 4 and 11.
Management
TPIM acts as Investment Manager to the Company. The principal
terms of the Company's management agreement with TPIM are set out
in note 5 to the Financial Statements.
The Board has evaluated the performance of the Investment
Manager based on the returns generated since inception and a review
of the management contract and the services provided in accordance
with its terms. As required by the Listing Rules, the Directors
confirm that in their opinion the continuing appointment of TPIM as
Investment Manager is in the best interests of the shareholders as
a whole. In reaching this conclusion the Directors have taken into
account the performance of other VCTs managed by TPIM and the
service provided by TPIM to the Company.
Substantial Shareholdings
As at the date of this report no disclosures of major
shareholdings had been made to the Company under Disclosure and
Transparency Rule 5 (Vote Holder and Issuer Notification
Rules).
Global Greenhouse Gas Emissions
The Company has no greenhouse gas emissions to report from the
operations of the Company, nor does it have responsibility for any
other emission producing sources under the Companies Act 2006
(Strategic Report and Directors' Reports) Regulations 2013.
Annual General Meeting
Notice convening the 2017 Annual General Meeting of the Company
and a form of proxy in respect of that meeting can each be found at
the end of this document.
Share Capital, Rights Attaching to the Shares and Restrictions
on Voting and Transfer
The Company had in issue 19,463,120 Ordinary Shares, 5,131,353 A
Ordinary Shares, 13,441,438 C Ordinary Shares and 13,701,636 D
Ordinary Shares at 31 March 2017 (see note 15). As at that date
none of the issued shares were held by the Company as treasury
shares. Subject to any suspension or abrogation of rights pursuant
to relevant law or the Company's articles of association, the
shares confer on their holders (other than the Company in respect
of any treasury shares) the following principal rights:
a) the right to receive out of profits available for
distribution such dividends as may be agreed to be paid (in the
case of a final dividend in an amount not exceeding the amount
recommended by the Board as approved by shareholders in general
meeting or in the case of an interim dividend in an amount
determined by the Board). All dividends unclaimed for a period of
12 years after having become due for payment are forfeited
automatically and cease to remain owing by the Company;
b) the right, on a return of assets on a liquidation, reduction
of capital or otherwise, to share in the surplus assets of the
Company remaining after payment of its liabilities pari passu with
other holders of ordinary shares of that class; and
c) the right to receive notice of and to attend and speak and
vote in person or on a poll by proxy at any general meeting of the
Company. On a show of hands every member present or represented and
voting has one vote and on a poll every member present or
represented and voting has one vote for every share of which that
member is the holder; the validly executed appointment of a proxy
must be received not less than 48 hours before the time of the
holding of the relevant meeting or adjourned meeting or, in the
case of a poll taken otherwise than at or on the same day as the
relevant meeting or adjourned meeting, be received after the poll
has been demanded and not less than 24 hours before the time
appointed for the taking of the poll.
These rights can be suspended. If a member, or any other person
appearing to be interested in shares held by that member, has
failed to comply within the time limits specified in the Company's
articles of association with a notice pursuant to S793 of the
Companies Act 2006 (notice by a Company requiring information about
interests in its shares), the Company can until the default ceases
suspend the right to attend and speak and vote at a general meeting
and if the shares represent at least 0.25% of their class the
Company can also withhold any dividend or other money payable in
respect of the shares (without any obligation to pay interest) and
refuse to accept certain transfers of the relevant shares.
Shareholders, either alone or with other shareholders, have
other rights as set out in the Company's articles of association
and in company law.
A member may choose whether his or her shares are evidenced by
share certificates (certificated shares) or held in electronic
(uncertificated) form in CREST (the UK electronic settlement
system). Any member may transfer all or any of his or her shares,
subject in the case of certificated shares to the rules set out in
the Company's articles of association or in the case of
uncertificated shares to the regulations governing the operation of
CREST (which allow the Directors to refuse to register a transfer
as therein set out); the transferor remains the holder of the
shares until the name of the transferee is entered in the register
of members. The Directors may refuse to register a share transfer
if it is in respect of a certificated share which is not fully paid
up or on which the Company has a lien provided that, where the
share transfer is in respect of any share admitted to the Official
List maintained by the UK Listing Authority, any such discretion
may not be exercised so as to prevent dealings taking place on an
open and proper basis, or if in the opinion of the Directors (and
with the concurrence of the UK Listing Authority) exceptional
circumstances so warrant, provided that the exercise of such power
will not disturb the market in those shares. Whilst there are no
squeeze-out and sell-out rules relating to the shares in the
Company's articles of association, shareholders are subject to the
compulsory acquisition provisions in S974 to S991 of the Companies
Act 2006.
Amendment of Articles of Association
The Company's articles of association may be amended by the
members of the Company by special resolution (requiring a majority
of at least 75% of the persons voting on the relevant
resolution).
Appointment and Replacement of Directors
A person may be appointed as a Director of the Company by the
shareholders in general meeting by ordinary resolution (requiring a
simple majority of the persons voting on the relevant resolution)
or by the Directors; no person, other than a Director retiring by
rotation or otherwise, shall be appointed or re-appointed a
Director at any general meeting unless he is recommended by the
Directors or, not less than seven nor more than 42 clear days
before the date appointed for the meeting, notice is given to the
Company of the intention to propose that person for appointment or
re-appointment in the form and manner set out in the Company's
articles of association.
Each Director who is appointed by the Directors (and who has not
been elected as a Director of the Company by the members at a
general meeting held in the interval since his appointment as a
Director of the Company) is to be subject to election as a Director
of the Company by the members at the first Annual General Meeting
of the Company following his or her appointment. At each Annual
General Meeting of the Company one third of the Directors for the
time being, or if their number is not three or an integral multiple
of three the number nearest to but not exceeding one-third, are to
be subject to re-election.
The Companies Act allows shareholders in general meeting by
ordinary resolution (requiring a simple majority of the persons
voting on the relevant resolution) to remove any Director before
the expiry of his or her period of office, but without prejudice to
any claim for damages which the Director may have for breach of any
contract of service between him or her and the Company.
A person also ceases to be a Director if he or she resigns in
writing, ceases to be a Director by virtue of any provision of the
Companies Act, becomes prohibited by law from being a Director,
becomes bankrupt or is the subject of a relevant insolvency
procedure, or becomes of unsound mind, or if the Board so decides
following at least six months' absence without leave or if he or
she becomes subject to relevant procedures under the mental health
laws, as set out in the Company's articles of association.
Powers of the Directors
Subject to the provisions of the Companies Act, the memorandum
and articles of association of the Company and any directions given
by shareholders by special resolution, the articles of association
specify that the business of the Company is to be managed by the
Directors, who may exercise all the powers of the Company, whether
relating to the management of the business or not. In particular,
the Directors may exercise on behalf of the Company its powers to
purchase its own shares to the extent permitted by
shareholders.
Directors Responsibilities
The Directors confirm that:
-- so far as each of the Directors is aware there is no relevant
audit information of which the Company's auditor is unaware;
and
-- the Directors have taken all steps that they ought to have
taken as Directors in order to make themselves aware of any
relevant audit information and to establish that the auditor is
aware of that information.
Auditor
Grant Thornton UK LLP offers itself for reappointment as
auditor. In accordance with S489(4) of the Companies Act 2006 a
resolution to reappoint Grant Thornton UK LLP as auditor will be
proposed at the forthcoming Annual General Meeting.
On behalf of the Board.
David Frank
Director
15 June 2017
Directors' Responsibilities Statement
The Directors are responsible for preparing the Strategic
Report, the Directors' Report, the Directors' Remuneration Report
and the Financial Statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare Financial
Statements for each financial year. Under that law the Directors
have elected to prepare the Financial Statements in accordance with
International Financial Reporting Standards (IFRS) as adopted by
the European Union. Under company law the Directors must not
approve the Financial Statements unless they are satisfied that
they give a true and fair view of the state of affairs and profit
or loss of the Company for that year. In preparing these Financial
Statements, the Directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgments and accounting estimates that are reasonable and prudent;
-- state whether applicable IFRS have been followed, subject to
any material departures disclosed and explained in the Financial
Statements;
-- prepare the Financial Statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the Financial Statements and the Remuneration report comply with
the Companies Act 2006. They are also responsible for safeguarding
the assets of the Company and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
The Directors are responsible for preparing the Annual Report in
accordance with applicable law and regulations. The Directors
consider the Annual Report and the Financial Statements, taken as a
whole, provide the information necessary to assess the Company's
position, performance, business model and strategy and are fair,
balanced and understandable.
The Company's Financial Statements are published on the TPIM
website, www.triplepoint.co.uk. The maintenance and integrity of
this website is the responsibility of TPIM and not of the Company.
Legislation in the United Kingdom governing the preparation and
dissemination of Financial Statements may differ from legislation
in other jurisdictions.
To the best of our knowledge:
-- the Financial Statements, prepared in accordance with IFRS as
adopted by the European Union, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the
Company; and
-- the annual report including the Strategic Report includes a
fair review of the development and performance of the business and
the position of the Company, together with a description of the
principal risks and uncertainties that it faces.
On behalf of the Board
David Frank
Chairman
15 June 2017
Corporate Governance
The Board of Triple Point Income VCT plc has considered the
principles and recommendations of the Association of Investment
Companies Code of Corporate Governance (AIC Code 2015) by reference
to the Association of Investment Companies Corporate Governance
Guide for Investment Companies (AIC Guide). The AIC Code 2015, as
explained by the AIC Guide, addresses all the principles set out in
the UK Corporate Governance Code (September 2014), as well as
setting out additional principles and recommendations on issues
that are of specific relevance to the Company. The Board considers
that reporting against principles and recommendations of the AIC
Code 2015, by reference to the AIC Guide, which incorporates the UK
Corporate Governance Code (September 2014), will provide improved
reporting to shareholders.
The Company is committed to maintaining high standards in
corporate governance and has complied with the recommendations of
the AIC Code 2015 and the relevant provisions of the UK Corporate
Governance Code (September 2014), except as set out at the end of
this report in the Compliance Statement.
Board of Directors
The Company has a Board of three Non-Executive Directors. Since
all Directors are Non-Executive and day-to-day management
responsibilities are sub-contracted to the Investment Manager, the
Company does not have a Chief Executive Officer. The Directors have
a range of business and financial skills which are relevant to the
Company; these are described on page 24 of this report. Directors
are provided with key information on the Company's activities,
including regulatory and statutory requirements, by the Investment
Manager. The Board has direct access to company secretarial advice
and compliance services provided by the Investment Manager which is
responsible for ensuring that Board procedures are followed and
applicable regulations complied with. All Directors are able to
take independent professional advice in furtherance of their
duties.
Any appointment of new Directors to the Board is conducted, and
appointments made, on merit and with due regard for the benefits of
diversity on the Board, including gender. All Directors are able to
allocate sufficient time to the Company to discharge their
responsibilities.
The Board meets regularly on a quarterly basis, and on other
occasions as required, to review the investment performance and
monitor compliance with the investment policy laid down by the
Board. There is a formal schedule of matters reserved for Board
decision and the agreement between the Company and the Investment
Manager has authority limits beyond which Board approval must be
sought.
The Investment Manager has authority over the management of the
investment portfolio, the organisation of custodial services,
accounting, secretarial and administrative services. In practice
the Investment Manager makes investment recommendations for the
Board's approval. In addition all investment decisions involving
other VCTs managed by the Investment Manager are taken by the Board
rather than the Investment Manager. Other matters reserved for the
Board include:
-- the consideration and approval of future developments or
changes to the investment policy, including risk and asset
allocation;
-- consideration of corporate strategy;
-- approval of any dividend or return of capital to be paid to the shareholders;
-- the appointment, evaluation, removal and remuneration of the Investment Manager;
-- the performance of the Company, including monitoring the net asset value per share; and
-- monitoring shareholder profiles and considering shareholder communications.
The Chairman leads the Board in the determination of its
strategy and in the achievement of its objectives. The Chairman is
responsible for organising the business of the Board, ensuring its
effectiveness and setting its agenda and has no involvement in the
day to day business of the Company. He facilitates the effective
contribution of the Directors and ensures that they receive
accurate, timely and clear information and that they communicate
effectively with shareholders. The Chairman does not have
significant commitments conflicting with his obligations to the
Company.
The Company Secretary is responsible for advising the Board on
all governance matters. All of the Directors have access to the
advice and services of the Company Secretary which has
administrative responsibility for the meetings of the Board and its
committees. Directors may also take independent professional advice
at the Company's expense where necessary in the performance of
their duties. As all of the Directors are Non-Executive, it is not
considered appropriate to identify a member of the Board as the
senior Non-Executive Director of the Company.
The Company's articles of association and the schedule of
matters reserved to the Board for decision provide that the
appointment and removal of the Company Secretary is a matter for
the full Board.
The Company's articles of association require that one third of
the Directors should retire by rotation each year and seek
re-election at the Annual General Meeting and that Directors newly
appointed by the Board should seek re-appointment at the next
Annual General Meeting. The Board complies with the requirement of
the UK Corporate Governance Code (September 2014) that all
Directors are required to submit themselves for re-election at
least every three years.
During the period covered by these Financial Statements the
following meetings were held:
Directors present 4 Full Board 2 Audit Committee
Meetings Meetings
David Frank, Chairman 4 2
Simon Acland 3 2
Michael Stanes 4 2
Audit Committee
The Board has appointed an audit committee of which David Frank
is Chairman, which deals with matters relating to audit, financial
reporting and internal control systems. The Committee meets as
required and has direct access to Grant Thornton UK LLP, the
Company's auditor.
The audit committee safeguards the objectivity and independence
of the auditor by reviewing the nature and extent of non-audit
services supplied by the external auditor to the Company. The audit
committee has reviewed the non-audit service provided by the
external auditor, being the corporation tax return for the year
ended 31 March 2016, and does not believe it is sufficient to
influence its independence or objectivity due to the fee being an
immaterial expense. Non audit services for the current financial
year have not been provided by the auditor.
When considering whether to recommend the reappointment of the
external auditor the audit committee takes into account its current
fee tender compared to the external audit fees paid by other
similar companies. The audit committee will then recommend to the
Board the appointment of an external auditor which is ratified at
the Annual General Meeting.
The Auditing Practices Board requires the audit partner to
rotate every five years. The audit partner rotated in the prior
year. No audit tender has been undertaken since the Company was
incorporated. Under the requirements of the UK Corporate Governance
Code (September 2014) listed companies are required to put their
audit out to tender every 10 years. As such the Company will put
their audit out to tender after the AGM in July 2017.
The effectiveness of the external audit is assessed as part of
the Board evaluation conducted annually and by the quality and
content of the audit plan provided to the audit committee by the
external auditor and the discussions then held on topics raised.
The audit committee will challenge the external auditor at the
audit committee meeting if appropriate.
The audit committee's terms of reference include the following
roles and responsibilities:
-- reviewing and making recommendations to the Board in relation
to the Company's published Financial Statements and other formal
announcements or regulatory returns relating to the Company's
financial performance, reviewing significant financial reporting
judgements contained in them;
-- reviewing and making recommendations to the Board in relation
to the Company's internal control (including internal financial
control) and risk management systems;
-- periodically considering the need for an internal audit function;
-- making recommendations to the Board in relation to the
appointment, re-appointment and removal of the external auditor and
approving the remuneration and terms of engagement of the external
auditor;
-- reviewing and monitoring the external auditor's independence
and objectivity and the effectiveness of the audit process, taking
into consideration relevant UK professional regulatory
requirements;
-- monitoring the extent to which the external auditor is
engaged to supply non-audit services; and
-- ensuring that the Investment Manager has arrangements in
place for the investigation and follow-up of any concerns raised
confidentially by staff in relation to propriety of financial
reporting or other matters.
The committee reviews its terms of reference and effectiveness
annually and recommends to the Board any changes required as a
result of the review. The terms of reference are available on
request from the Company Secretary.
The Board considers that the members of the committee
collectively have the skills and experience required to discharge
their duties effectively, and that the Chairman of the committee
meets the requirements of the UK Corporate Governance Code
(September 2014) as to relevant financial experience.
The Company does not have an independent internal audit function
as it is not deemed appropriate given the size of the Company and
the nature of the Company's business. However, the committee
considers annually whether there is a need for such a function and,
if there were, would recommend it be established.
In respect of the year ended 31 March 2017, the audit committee
discharged its responsibilities by:
-- reviewing and approving the external auditor's terms of
engagement and remuneration and independence;
-- reviewing the external auditor's plan for the audit of the Financial Statements, including identification of key risks and confirmation of auditor independence;
-- reviewing TPIM's statement of internal controls operated in
relation to the Company's business and assessing those controls in
minimising the impact of key risks;
-- reviewing periodic reports on the effectiveness of TPIM's compliance procedures;
-- reviewing the appropriateness of the Company's accounting policies;
-- reviewing the Company's half-yearly results and draft annual
Financial Statements prior to Board approval;
-- reviewing the external auditor's audit plan document to the
audit committee on the annual Financial Statements; and
-- reviewing the Company's going concern status.
The audit committee is responsible for considering and reporting
on any significant issues that arise in relation to the Financial
Statements.
The key areas of risk that have been identified and considered
by the audit committee in relation to the business activities and
the Financial Statements of the Company are as follows:
-- valuation and existence of unquoted investments; and
-- compliance with HM Revenue & Customs conditions for
maintenance of approved Venture Capital Trust status.
The audit committee relies on the Investment Manager to assess
the valuation of unquoted investments and the existence of those
investments. The Investment Manager has a director on the board of
all the investee companies and meets regularly with the other
directors and hence has an oversight of all the investments made.
The audit committee have reviewed the valuations and discussed them
with both the Investment Manager and the external auditor to
confirm the valuation of the unquoted investments and the existence
of those investments.
The Investment Manager has confirmed to the audit committee that
the conditions for maintaining the Company's status as an approved
Venture Capital Trust had been complied with throughout the year.
The position is also reviewed by Philip Hare & Associates LLP
in its capacity as adviser to the Company on taxation matters.
The audit committee has considered the whole Report and Accounts
for the year ended 31 March 2017 and has reported to the Board that
it considers them to be fair, balanced and understandable providing
the information necessary for shareholders to assess the Company's
position, performance, business model and strategy.
Internal Control
The Directors have overall responsibility for keeping under
review the effectiveness of the Company's systems of internal
controls. The purpose of these controls is to ensure that proper
accounting records are maintained, the Company's assets are
safeguarded and the financial information used within the business
and for publication is accurate and reliable; such a system can
only provide reasonable and not absolute assurance against material
misstatement or loss. The system of internal controls is designed
to manage rather than eliminate the risk of failure to achieve
business objectives. As part of this process an annual review of
the internal control systems is carried out. The review covers all
material controls including financial, operational and risk
management systems. The Directors regularly review financial
results and investment performance with the Investment Manager.
The Directors have established an ongoing process designed to
meet the particular needs of the Company in identifying, evaluating
and managing risks to which it is exposed. The process adopted is
one whereby the Directors identify the risks to which the Company
is exposed including, among others, market risk, VCT qualifying
investment risk and operational risks which are recorded on a risk
register. The controls employed to mitigate these risks are
identified and the residual risks are rated taking into account the
impact of the mitigating factors. The risk register is updated
twice a year.
TPIM is engaged to provide administrative including accounting
services and retains physical custody of the documents of title
relating to investments.
The Directors regularly review the system of internal controls,
both financial and non-financial, operated by the Company and the
Investment Manager. These include controls designed to ensure that
the Company's assets are safeguarded and that proper accounting
records are maintained.
Internal control systems include the production and review of
quarterly bank reconciliations and management accounts. The VCT is
subject to a full annual audit. The auditors are the same auditors
as other VCTs managed by the Investment Manager. The Investment
Manager's procedures are subject to internal compliance checks.
Going Concern
After making the necessary enquiries, the Directors confirm that
they are satisfied that the Company has adequate resources to
continue in business for at least the next 12 months. The Board
receives regular reports from the Investment Manager and the
Directors believe that, as no material uncertainties leading to
significant doubt about going concern have been identified, it is
appropriate to continue to apply the going concern basis in
preparing the Financial Statements.
Relations with Shareholders
The Board recognises the value of maintaining regular
communications with shareholders. In addition to the formal
business of the Annual General Meeting, an opportunity is given to
all shareholders to question the Board and the Investment Manager
on matters relating to the Company's operation and performance. The
Board and the Investment Manager will also respond to any written
queries made by shareholders during the course of the year and both
can be contacted at 18 St Swithin's Lane, London, EC4N 8AD or on
020 7201 8989.
Compliance Statement
The Listing Rules require the Board to report on compliance with
the UK Corporate Governance Code (September 2014) provisions
throughout the accounting period. With the exception of the limited
items outlined below, the Directors consider that the Company has
complied throughout the period under review with the provisions set
out in the UK Corporate Governance Code (September 2014).
1. New Directors do not receive a full, formal and tailored
induction on joining the Board. Such matters are addressed on an
individual basis as they arise (B.4.1).
2. Due to the size of the Board and the nature of the Company's
business, a formal performance evaluation of the Board, its
committees, the individual Directors and the Chairman has not been
undertaken. Specific performance issues are dealt with as they
arise (B.6.1, B.6.3).
3. The Company does not have a senior Independent Director. The
Board does not consider such an appointment appropriate for the
Company (A.4.1).
4. The Company conducts a formal review as to whether there is a
need for an internal audit function. The Directors do not consider
that an internal audit would be an appropriate control for a
Venture Capital Trust (C.3.6).
5. As all the Directors are Non-Executive, it is not considered
appropriate to appoint a Nomination or Remuneration Committee
(B.2.1 and D.2.1).
6. The Audit committee includes three Non-Executive Directors
all of whom are considered independent. David Frank is Chairman of
the Company and is also chairman of the audit committee but it is
not considered appropriate to appoint another independent director.
The Board regularly reviews the independence of its Directors
(C.3.1).
On behalf of the Board
David Frank
Chairman
15 June 2017
Directors' Remuneration Report
Introduction
This report is submitted in accordance with schedule 8 of the
Large and Medium Sized Companies and Groups (Accounts and Reports)
Regulations 2008, in respect of the year ended 31 March 2017. This
report also meets the Financial Conduct Authority's Listing Rules
and describes how the Board has applied the principles relating to
Directors' remuneration set out in UK Corporate Governance Code
(issued September 2014). The reporting requirements require two
sections to be included, a Policy Report and an Annual Remuneration
Report which are presented below.
Directors' Remuneration Policy Report
This statement of the Directors' Remuneration Policy was
effective following approval by shareholders at the Annual General
Meeting on 24 July 2014. The Board currently comprises three
Directors, all of whom are Non-Executive. The Board does not have a
separate remuneration committee as the Company has no employees or
executive directors. The Board has not retained external advisers
in relation to remuneration matters but has access to information
about Directors' fees paid by other companies of a similar size and
type. No views which are relevant to the formulation of the
Directors' remuneration policy have been expressed to the Company
by shareholders, whether at a general meeting or otherwise.
The Board's policy is that the remuneration of Non-Executive
Directors should reflect the experience of the Board as a whole, be
fair and be comparable with that of other relevant Venture Capital
Trusts that are similar in size and have similar investment
objectives and structures. Furthermore, the level of remuneration
should be sufficient to attract and retain the Directors needed to
oversee the Company properly and to reflect the specific
circumstances of the Company, the duties and responsibilities of
the Directors and the value and amount of time committed to the
Company's affairs. The articles of association provide that the
Directors shall be paid in aggregate a sum not exceeding GBP100,000
per annum. None of the Directors are eligible for bonuses, pension
benefits, share options, long-term incentive schemes or other
benefits in respect of their services as Non-Executive Directors of
the Company.
The articles of association provide that Directors shall retire
and be subject to re-election at the first Annual General Meeting
after their appointment and that any Director who has not been
re-elected for three years shall retire and be subject to
re-election at the Annual General Meeting. Also any Director not
considered independent shall retire each year and offer himself for
re-election at the Annual General Meeting. The Directors' service
contracts provide for an appointment of 12 months, after which
three months' written notice must be given by either party. A
Director who ceases to hold office is not entitled to receive any
payment other than accrued fees (if any) for past services. The
same policies will apply if a new Director is appointed.
Details of each Director's contract are shown below. The
Chairman is paid more than the other Directors to reflect the
additional responsibilities of that role. There are no other fees
payable to the Directors for additional services outside of their
contracts.
Unexpired
term of Policy
contract Annual rate on payment
Date of at 31 March of Directors' of loss
Contract 2017 fees of office
GBP
David Frank,
Chairman 11-Nov-10 None 20,000 None
Simon Acland 12-Mar-09 None 17,500 None
Michael Stanes 21-Nov-12 None 17,500 None
--------------- ----------- ------------- --------------- ------------
It was agreed that the Directors' remuneration would increase
when the E Share Class Offer was launched, in the case of David
Frank, to GBP20,000 and in the case of the other Directors to
GBP17,500.
Annual Remuneration Report
The remuneration policy described above has not changed during
the last three years. Approval to renew the policy will be sought
on 13 July 2017 at the Annual General Meeting and will remain
unchanged for another three year period. The Board will review the
remuneration of the Directors in line with the VCT industry on an
annual basis, if thought appropriate. Otherwise, only a change in
role is likely to incur a change in remuneration of any one
Director.
Directors' Remuneration (audited information)
The fees paid to Directors in respect of the year ended 31 March
2017 and the prior year are shown below:
Emoluments Emoluments
for the for the
year ended year ended
31 March 31 March
2017 2016
GBP GBP
David Frank 18,492 17,500
Simon Acland 15,992 15,000
Michael Stanes 15,992 15,000
50,476 47,500
Employers' NI contributions 607 1,197
Total Emoluments 51,083 48,697
------------------------------ ------------ ------------
None of the Directors is eligible for bonuses, pension benefits,
share options, long-term incentive schemes or other benefits in
respect of their services as Non-Executive Directors of the
Company.
Information required on executive Directors, including the Chief
Executive Officer and employees, has been omitted because the
Company has neither and therefore it is not relevant.
Directors' emoluments compared to payments to shareholders:
31 March 31 March
2017 2016
GBP'000 GBP'000
Dividends paid:
* Ordinary Shareholders - 4,177
* A Shareholders - 2,310
* C Shareholders 672 -
Share buy-backs - 11
--------- ----------
Total paid to shareholders 672 6,498
--------- ----------
Directors' emoluments 51 48
------------------------------------ --------- ----------
Directors' Share Interests (audited information)
At 31 March 2017 the Directors held no shares in the Company
(2016: none). At 31 March 2017 Simon Acland's wife held 48,750 D
Class Shares (2016: 48,750). There have been no changes in the
holdings of the Directors or their connected parties between 31
March 2017 and the date of this report. There are no requirements
or restrictions on Directors holding shares in the Company.
Company Performance
There have been no material trades in the Company's shares in
the period under review. Therefore, no performance graph comparing
the share price of the Company over the year ended 31 March 2017
with the total return from a notional investment in the FTSE
All-Share index over the same period has been included.
No market maker has been appointed and therefore no current bid
and offer price is available for the Company's shares. However the
Board's policy is to buy back shares from shareholders at a 10%
discount to net asset value. The Company will produce a graph of
its share performance once there is sufficient activity that the
graph would be meaningful to shareholders.
Statement of Voting at the Annual General Meeting
The 2016 Remuneration Report was presented to the Annual General
Meeting in July 2016 and received shareholder approval following a
vote. 97% of those voting were in favour and no one abstained.
The 2014 Remuneration Policy was presented to the Annual General
Meeting in July 2014 and received shareholder approval following a
vote 100% in favour and none abstained.
Statement of the Chairman
At 31 March 2017 the Directors' fees are fixed at GBP20,000 for
the Chairman and GBP17,500 for each of the other Directors. The
remuneration of the Directors reflects the experience of the Board
as a whole and is fair and comparable with that of other relevant
Venture Capital Trusts that are similar in size and have similar
investment objectives and structures.
On behalf of the Board
David Frank
Chairman
15 June 2017
Independent auditor's report to the members of Triple Point
Income VCT plc
Our opinion on the financial statements is unmodified
In our opinion the financial statements:
* give a true and fair view of the state of the
Company's affairs as at 31 March 2017 and of its
profit for the year then ended;
* have been properly prepared in accordance with
International Financial Reporting Standards (IFRSs)
as adopted by the European Union; and
* have been prepared in accordance with the
requirements of the Companies Act 2006.
================================================================
Who we are reporting to
This report is made solely to the Company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
What we have audited
Triple Point Income VCT plc's financial statements for the year
ended 31 March 2017 comprise the Statement of Comprehensive Income,
the Balance Sheet, the Statement of Changes in Shareholders'
Equity, the Statement of Cash Flows and the related notes.
The financial reporting framework that has been applied in their
preparation is applicable law and IFRSs as adopted by the European
Union.
Overview of our audit approach
* Overall materiality: GBP445,000, which represents
approximately 1% of the Company's net assets; and
* Key audit risks were identified as valuation of
unquoted investments and completeness of investment
income.
===========================================================
Our assessment of risk
In arriving at our opinions set out in this report, we highlight
the following risks that, in our judgement, had the greatest effect
on our audit:
Audit risk How we responded to the
risk
------------------------------------- --------------------------------------------------------------
Valuation of unquoted investments
(including assets held
for sale) Our audit work included,
but was not restricted
The Company's objective to:
is to build a portfolio * assessing whether the Company's accounting policy for
of investments in unquoted unquoted investments is in accordance with the
companies which are cash requirements of IFRSs as adopted by the European
generative and, therefore, Union and the Association of Investment Companies
capable of producing income (AIC) Statement of Recommended Practice (SORP) and
and capital repayments testing whether the Company has accounted for
to the Company prior to unquoted investments in accordance with the policy;
their disposal by the Company.
Unquoted investments amount,
by value, to 90.5% of the * ascertaining an understanding of how the valuations
Company's total assets, were performed by obtaining the underlying models
and are designated as being from the investment manager, discussing the review
at fair value through profit process and considering whether they were made in
or loss. Measurement of accordance with published guidance, in particular the
the value of an unquoted International Private Equity and Venture Capital
investment includes significant (IPEVC) Valuation Guidelines;
assumptions and judgements.
We therefore identified
the valuation of unquoted * reviewing and challenging the basis and
investments as a significant reasonableness of the assumptions made by the
risk requiring special investment manager in conjunction with available
audit consideration. supporting information, such as the corroboration of
financial inputs to the relevant investee company
management accounts or offer letters from the
potential buyer as applicable; and
* for a sample of investments, engaging our valuation
specialists to gain comfort over the discount rates
used.
The Company's accounting
policies on non-current
asset investments and
assets held for sale are
included in note 2, and
its disclosures about
unquoted investments held
at the year end are included
in note 10. The Audit
Committee also identified
and considered the valuation
and existence of unquoted
investments as a key area
of risk in their report
included within the Corporate
Governance Statement on
page 31, where the Committee
also described the action
that it has taken to address
this risk.
------------------------------------- --------------------------------------------------------------
Completeness of investment
income
Our audit work included,
Revenue consists of interest but was not restricted
earned on loans and cash to:
balances, and dividend * assessing whether the Company's accounting policy for
income received from investee revenue recognition is in accordance with the IFRSs
companies. Under International as adopted by the European Union and the AIC SORP and
Standard on Auditing (ISA) testing its correct application during the year;
240 'The auditor's responsibilities
relating to fraud in an
audit of financial statements', * performing substantive audit testing on interest
there is a presumed risk income recognised during the year by comparing the
of fraud in revenue recognition. actual to expected income, calculated using the
Revenue is also a key factor interest rates in the loan instruments; and
in demonstrating the performance
of the Company's portfolio
and considered a significant * for accrued interest income, reviewing management's
risk requiring special assessment of recoverability by checking to post year
audit consideration. end receipts and also by discussion with management.
The Company's accounting
policy on income, including
its recognition, is included
in note 2, and its disclosures
about investment income
recognised in the year
are included in note 4.
------------------------------------- --------------------------------------------------------------
Our application of materiality and an overview of the scope of
our audit
Materiality
We define materiality as the magnitude of misstatement in the
financial statements that makes it probable that the economic
decisions of a reasonably knowledgeable person would be changed or
influenced. We use materiality in determining the nature, timing
and extent of our audit work and in evaluating the results of that
work.
We determined materiality for the audit of the financial
statements as a whole to be GBP445,000, which is approximately 1%
of the Company's net assets. This benchmark is considered the most
appropriate because net assets, which are primarily composed of the
Company's investment portfolio, is considered to be the key driver
of the Company's total return performance.
Materiality for the current year is higher than the level that
we determined for the year ended 31 March 2017 to reflect the
increase in the Company's net assets.
We use a different level of materiality, performance
materiality, to drive the extent of our testing and this was set at
75% of financial statement materiality. We also determine a lower
level of specific materiality for certain areas such as the
statement of total comprehensive income, directors' remuneration
and related party transactions.
We determined the threshold at which we will communicate
misstatements to the audit committee to be GBP22,000. In addition,
we will communicate misstatements below that threshold that, in our
view, warrant reporting on qualitative grounds.
Overview of the scope of our audit
A description of the generic scope of an audit of financial
statements is provided on the Financial Reporting Council's website
at www.frc.org.uk/auditscopeukprivate.
We conducted our audit in accordance with ISAs (UK and Ireland).
Our responsibilities under those standards are further described in
the 'Responsibilities for the financial statements and the audit'
section of our report. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion.
We are independent of the Company in accordance with the
Auditing Practices Board's Ethical Standards for Auditors, and we
have fulfilled our other ethical responsibilities in accordance
with those Ethical Standards.
Our audit approach was based on a thorough understanding of the
Company's business and is risk based. The day-to-day management of
the Company's investment portfolio and the maintenance of the
Company's accounting records is outsourced to third-party service
providers. Accordingly, our audit work included:
-- obtaining an understanding of and evaluating design and
implementation of controls in place at the relevant third party
service providers around key audit risks areas; and
-- undertaking substantive testing on significant transactions,
balances and disclosures, the extent of which was based on various
factors such as our overall assessment of risk of material
misstatement and the effectiveness of design and implementation of
controls around such areas.
Other reporting required by regulations
Our opinions on other matters prescribed by the Companies
Act 2006 are unmodified
In our opinion, the part of the Directors' Remuneration
Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the
course of the audit:
* the information given in the Strategic Report and the
Report of the Directors for the financial year for
which the financial statements are prepared is
consistent with the financial statements;
* the Strategic Report and the Report of the Directors
have been prepared in accordance with applicable
legal requirements;
* the information about internal control and risk
management systems in relation to financial reporting
processes and about share capital structures, given
in compliance with rules 7.2.5 and 7.2.6 in the
Disclosure Rules and Transparency Rules sourcebook
made by the Financial Conduct Authority (the FCA
Rules), is consistent with the financial statements
and has been prepared in accordance with applicable
legal requirements; and
* information about the Company's corporate governance
code and practices and about its administrative,
management and supervisory bodies and their
committees complies with rules 7.2.2, 7.2.3 and 7.2.7
of the FCA Rules.
==================================================================
Matters on which we are required to report under the Companies
Act 2006
In the light of the knowledge and understanding of the Company
and its environment obtained in the course of the audit, we have
not identified material misstatements in:
-- the Strategic Report or the Report of the Directors; or
-- the information about internal control and risk management
systems in relation to financial reporting processes and about
share capital structures, given in compliance with rules 7.2.5 and
7.2.6 of the FCA Rules.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report to you
if, in our opinion:
-- adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not
visited by us; or
-- the financial statements and the part of the Directors'
Remuneration Report to be audited are not in agreement with the
accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit; or
-- a Corporate Governance Statement has not been prepared by the Company.
Under the Listing Rules, we are required to review:
-- the directors' statements in relation to going concern and
longer-term viability set out on pages 32 and 11 respectively;
and
-- the part of the Corporate Governance Statement relating to
the Company's compliance with the provisions of the UK Corporate
Governance Code specified for our review.
Under the ISAs (UK and Ireland), we are required to report to
you if, in our opinion, information in the annual report is:
-- materially inconsistent with the information in the audited financial statements; or
-- apparently materially incorrect based on, or materially
inconsistent with, our knowledge of the Company acquired in the
course of performing our audit; or
-- otherwise misleading.
In particular, we are required to report to you if:
-- we have identified any inconsistencies between our knowledge
acquired during the audit and the directors' statement that they
consider the annual report is fair, balanced and understandable;
or
-- the annual report does not appropriately disclose those
matters that were communicated to the audit committee which we
consider should have been disclosed.
We have nothing to report in respect of any of the above
matters.
We also confirm that we do not have anything material to add or
to draw attention to in relation to:
-- the directors' confirmation in the annual report that they
have carried out a robust assessment of the principal risks facing
the Company including those that would threaten its business model,
future performance, solvency or liquidity;
-- the disclosures in the annual report that describe those
risks and explain how they are being managed or mitigated;
-- the directors' statement in the financial statements about
whether they have considered it appropriate to adopt the going
concern basis of accounting in preparing them, and their
identification of any material uncertainties to the Company's
ability to continue to do so over a period of at least twelve
months from the date of approval of the financial statements;
and
-- the directors' explanation in the annual report as to how
they have assessed the prospects of the Company, over what period
they have done so and why they consider that period to be
appropriate, and their statement as to whether they have a
reasonable expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due over the period
of their assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
Responsibilities for the financial statements and the audit
What the directors are responsible for:
As explained more fully in the Directors' Responsibilities
Statement set out on page 28, the directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view.
What we are responsible for:
Our responsibility is to audit and express an opinion on the
financial statements in accordance with applicable law and ISAs (UK
and Ireland). Those standards require us to comply with the
Auditing Practices Board's Ethical Standards for Auditors.
Nicholas Page
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
London
15 June 2017
Unaudited Non-Statutory Analysis of - The Ordinary Share
Fund
Statement of Comprehensive
Income Year ended Year ended
31 March 2017 31 March 2016
---------------------------- ----------------------------
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment income 421 - 421 694 - 694
Realised gain on
investments - - - - 342 342
Unrealised gain
on investments - 258 258 - 80 80
Investment return 421 258 679 694 422 1,116
Investment management
fees (163) (43) (206) (183) (61) (244)
Other expenses (44) - (44) (127) (16) (143)
Profit before taxation 214 215 429 384 345 729
Taxation (43) 12 (31) (33) 12 (21)
Profit after taxation 171 227 398 351 357 708
-------- -------- -------- -------- -------- --------
Profit and total
comprehensive income
for the year 171 227 398 351 357 708
-------- -------- -------- -------- -------- --------
Basic and diluted
earnings per share 0.88p 1.17p 2.05p 1.80p 1.84p 3.64p
-------- -------- -------- -------- -------- --------
Year ended Year ended
Balance Sheet 31 March 2017 31 March 2016
GBP'000 GBP'000
Non-current assets
Financial assets
at fair value through
profit or loss 11,705 11,992
-------- --------
Current assets
Assets held for
sale - 608
Receivables 334 333
Cash and cash equivalents 1,632 326
1,966 1,267
-------- --------
Current liabilities
Payables (98) (84)
-------- --------
Net assets 13,573 13,175
-------- --------
Equity attributable
to equity holders 13,573 13,175
-------- --------
Net asset value
per share 69.74p 67.69p
-------- --------
Statement of Changes
in Shareholders'
Equity
Year ended Year ended
31 March
31 March 2017 2016
GBP'000 GBP'000
Opening shareholders'
funds 13,175 16,649
Purchase of own
shares - (7)
Issue of new shares - 3
Profit for the year 398 708
Dividends paid - (4,178)
Closing shareholders'
funds 13,573 13,175
-------- --------
31 March 2017 31 March 2016
------------------------------------ ------------------------------------
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted qualifying
holdings 9,381 73.62 10,000 74.98 10,646 84.54 11,014 85.21
Unquoted non-qualifying
holdings 1,730 13.58 1,705 12.78 1,618 12.84 1,586 12.27
Financial assets
at fair value through
profit or loss 11,111 87.20 11,705 87.76 12,264 97.38 12,600 97.48
Cash and cash equivalents 1,632 12.80 1,632 12.24 326 2.62 326 2.52
12,743 100.00 13,337 100.00 12,590 100.00 12,926 100.00
======== ======= ======== ======= ======== ======= ======== =======
Unquoted Qualifying
Holdings
Cinema digitisation
Digima Ltd 1,262 9.90 1,296 9.72 1,262 10.02 1,274 9.86
Digital Screen Solutions
Ltd 2,020 15.85 2,070 15.52 2,020 16.04 2,020 15.63
Solar
C More Energy Ltd 1,000 7.85 1,221 9.15 1,000 7.94 1,153 8.92
Green Energy for
Education Ltd 475 3.73 752 5.64 475 3.77 608 4.70
PJC Renewable Energy
Ltd 5 0.04 - - 5 0.04 5 0.04
Hydroelectric Power
Elementary Energy
Ltd 2,060 16.17 2,102 15.76 2,060 16.36 2,130 16.48
Green Highland Shenval
Ltd 359 2.82 359 2.69 1,624 12.90 1,624 12.56
Gas Power
Green Peak Generation
Ltd 2,200 17.26 2,200 16.50 2,200 17.47 2,200 17.02
9,381 73.62 10,000 74.98 10,646 84.54 11,014 85.21
======== ======= ======== ======= ======== ======= ======== =======
Unquoted Non-Qualifying
Holdings
Crematorium Management
Furnace Managed Services
Ltd 620 4.87 592 4.44 820 6.51 788 6.10
Hydroelectric Power - -
Elementary Energy
Ltd 310 2.43 310 2.32 344 2.73 344 2.66
Gas Power
Green Peak Generation
Limited - - - - 4 0.03 4 0.03
SME Funding
Hydroelectric Power:
Broadpoint 2 Ltd 350 2.75 350 2.62 - - - -
Other:
Funding Path Ltd 450 3.53 453 3.40 450 3.57 450 3.48
1,730 13.58 1,705 12.78 1,618 12.84 1,586 12.27
======== ======= ======== ======= ======== ======= ======== =======
Unaudited Non-Statutory Analysis of - The A Ordinary Share
Fund
Statement of Comprehensive
Income Year ended Year ended
31 March 2017 31 March 2016
---------------------------- ----------------------------
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment income 110 - 110 490 - 490
Realised loss on
investments - - - - (362) (362)
Unrealised gain/(loss)
on investments - 7 7 - (101) (101)
Investment return 110 7 117 490 (463) 27
Investment management
fees (30) (8) (38) (39) (13) (52)
Other expenses (6) - (6) (10) (4) (14)
Profit/(loss) before
taxation 74 (1) 73 441 (480) (39)
Taxation (15) 3 (12) (1) 2 1
Profit/(loss) after
taxation 59 2 61 440 (478) (38)
-------- -------- -------- -------- -------- --------
Profit/(loss) and
total comprehensive
income for the year 59 2 61 440 (478) (38)
-------- -------- -------- -------- -------- --------
Basic and diluted
earnings/(loss) per
share 1.15p 0.03p 1.18p 8.57p (9.29p) (0.72p)
-------- -------- -------- -------- -------- --------
Year ended Year ended
Balance Sheet 31 March 2017 31 March 2016
GBP'000 GBP'000
Non-current assets
Financial assets
at fair value through
profit or loss 957 950
-------- --------
Current assets
Assets held for sale 789 789
Receivables 311 313
Cash and cash equivalents 146 78
1,246 1,180
-------- --------
Current liabilities
Payables (24) (12)
-------- --------
Net assets 2,179 2,118
-------- --------
Equity attributable
to equity holders 2,179 2,118
-------- --------
Net asset value per
share 42.46p 41.28p
-------- --------
Statement of Changes
in Shareholders'
Equity Year ended Year ended
31 March
31 March 2017 2016
GBP'000 GBP'000
Opening shareholders'
funds 2,118 4,465
Profit/(loss) for
the year 61 (38)
Dividends paid - (2,309)
Closing shareholders'
funds 2,179 2,118
-------- --------
Investment Portfolio
31 March 2017 31 March 2016
------------------------------------ ------------------------------------
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted qualifying
holdings 875 44.40 789 41.70 875 45.98 789 43.43
Unquoted non-qualifying
holdings 950 48.20 957 50.58 950 49.92 950 52.28
Financial assets at
fair value through
profit or loss 1,825 92.60 1,746 92.28 1,825 95.90 1,739 95.71
Cash and cash equivalents 146 7.40 146 7.72 78 4.10 78 4.29
1,971 100.00 1,892 100.00 1,903 100.00 1,817 100.00
======== ======= ======== ======= ======== ======= ======== =======
Unquoted Qualifying
Holdings
Landfill Gas* -
Aeris Power Ltd 525 26.64 424 22.41 525 27.59 424 23.34
Craigahulliar Energy
Ltd 350 17.76 365 19.29 350 18.39 365 20.09
875 44.40 789 41.70 875 45.98 789 43.43
======== ======= ======== ======= ======== ======= ======== =======
Unquoted Non-Qualifying
Holdings
SME Funding
Other:
Funding Path Ltd 950 48.20 957 50.58 950 49.92 950 52.28
950 48.20 957 50.58 950 49.92 950 52.28
======== ======= ======== ======= ======== ======= ======== =======
* Assets held for sale
Unaudited Non-Statutory Analysis of - The C Ordinary Share
Fund
Year ended Year ended
31 March 2017 31 March 2016
---------------------------- ----------------------------
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment income 804 - 804 832 - 832
Unrealised gain
on investments - 514 514 - 325 325
Investment return 804 514 1,318 832 325 1,157
Investment management
fees (244) (70) (314) (230) (77) (307)
Other expenses (45) (2) (47) (43) - (43)
Profit before taxation 515 442 957 559 248 807
Taxation (103) 14 (89) (113) 15 (98)
Profit after taxation 412 456 868 446 263 709
-------- -------- -------- -------- -------- --------
Profit and total
comprehensive income
for the year 412 456 868 446 263 709
-------- -------- -------- -------- -------- --------
Basic and diluted
earnings per share 3.06p 3.40p 6.46p 3.31p 1.96p 5.27p
-------- -------- -------- -------- -------- --------
Year ended Year ended
Balance Sheet 31 March 2017 31 March 2016
GBP'000 GBP'000
Non current assets
Financial assets
at fair value through
profit or loss 14,160 14,132
-------- --------
Current assets
Receivables 76 2
Cash and cash equivalents 257 246
333 248
-------- --------
Current liabilities
Payables (179) (262)
-------- --------
Net assets 14,314 14,118
-------- --------
Equity attributable
to equity holders 14,314 14,118
-------- --------
Net asset value
per share 106.49p 105.03p
-------- --------
Statement of Changes
in Year ended Year ended
31 March
Shareholders' Equity 31 March 2017 2016
GBP'000 GBP'000
Opening shareholders'
funds 14,118 13,409
Profit for the year 868 709
Dividends paid (672) -
Closing shareholders'
funds 14,314 14,118
-------- --------
Investment Portfolio
31 March 2017 31 March 2016
------------------------------------ ------------------------------------
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted qualifying
holdings 9,430 69.45 10,269 71.23 9,430 67.10 9,755 67.85
Unquoted non-qualifying
holdings 3,891 28.66 3,891 26.99 4,377 31.15 4,377 30.45
Financial assets at
fair value through
profit or loss 13,321 98.11 14,160 98.22 13,807 98.25 14,132 98.30
Cash and cash equivalents 257 1.89 257 1.78 246 1.75 246 1.70
13,578 100.00 14,417 100.00 14,053 100.00 14,378 100.00
======== ======= ======== ======= ======== ======= ======== =======
Unquoted Qualifying
Holdings
Hydroelectric Power
Green Highland Allt
Choire A Bhalachain
(225) Ltd 3,130 23.05 3,038 21.07 3,130 22.27 3,130 21.77
Green Highland Allt
Phocachain (1015)
Ltd 2,000 14.73 2,031 14.09 2,000 14.23 2,000 13.91
Green Highland Renewables
(Achnacarry) Ltd 4,300 31.67 5,200 36.07 4,300 30.60 4,625 32.17
9,430 69.45 10,269 71.23 9,430 67.10 9,755 67.85
======== ======= ======== ======= ======== ======= ======== =======
Unquoted Non-Qualifying
Holdings
Hydroelectric Power
Green Highland Allt
Choire A Bhalachain
(225) Ltd 342 2.52 342 2.37 341 2.43 341 2.37
Green Highland Allt
Garbh Ltd ST Loan - - - - 30 0.21 30 0.21
Green Highland Allt
Phocachain (1015)
Ltd 161 1.19 161 1.12 175 1.25 175 1.22
Green Highland Renewables
(Achnacarry) Ltd 100 0.74 100 0.69 133 0.95 133 0.93
SME Funding
Hydroelectric Power:
Broadpoint 2 Ltd 2,484 18.29 2,484 17.23 2,894 20.59 2,894 20.13
Broadpoint 3 Ltd 804 5.92 804 5.58 804 5.72 804 5.59
3,891 28.66 3,891 26.99 4,377 31.15 4,377 30.45
======== ======= ======== ======= ======== ======= ======== =======
Unaudited Non-Statutory Analysis of - The D Ordinary Share
Fund
Year ended Year ended
31 March 2017 31 March 2016
---------------------------- ----------------------------
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment income 972 - 972 687 - 687
Realised gain on
investments - - - - 1 1
Unrealised gain
on investments - 36 36 - - -
Investment return 972 36 1,008 687 1 688
Investment management
fees (239) (68) (307) (141) (46) (187)
Other expenses (47) (2) (49) (76) (48) (124)
Profit/(loss) before
taxation 686 (34) 652 470 (93) 377
Taxation (137) 23 (114) (94) 9 (85)
Profit/(loss) after
taxation 549 (11) 538 376 (84) 292
-------- -------- -------- -------- -------- --------
Profit/(loss) and
total comprehensive
income for the year 549 (11) 538 376 (84) 292
-------- -------- -------- -------- -------- --------
Basic and diluted
earnings/(loss)
per share 4.01p (0.08p) 3.93p 2.82p (0.63p) 2.19p
-------- -------- -------- -------- -------- --------
Year ended Year ended
Balance Sheet 31 March 2017 31 March 2016
GBP'000 GBP'000
Non current assets
Financial assets
at fair value through
profit or loss 13,125 13,090
-------- --------
Current assets
Receivables 1,005 561
Cash and cash equivalents 499 382
1,504 943
-------- --------
Current liabilities
Payables (216) (158)
-------- --------
Net assets 14,413 13,875
-------- --------
Equity attributable
to equity holders 14,413 13,875
-------- --------
Net asset value
per share 105.19p 101.26p
-------- --------
Statement of Changes
in Year ended Year ended
31 March
Shareholders' equity 31 March 2017 2016
GBP'000 GBP'000
Opening shareholders'
funds 13,875 5,198
Issue of new shares - 8,385
Profit for the year 538 292
Closing shareholders'
funds 14,413 13,875
-------- --------
Investment Portfolio
31 March 2017 31 March 2016
------------------------------------ ------------------------------------
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted qualifying
holdings 10,898 80.20 10,928 80.21 10,137 75.25 10,137 75.25
Unquoted non-qualifying
holdings 2,191 16.13 2,197 16.13 2,953 21.92 2,953 21.92
-------- ------- -------- -------
Financial assets
at fair value through
profit or loss 13,089 96.33 13,125 96.34 13,090 97.17 13,090 97.17
Cash and cash equivalents 499 3.67 499 3.66 382 2.83 382 2.83
13,588 100.00 13,624 100.00 13,472 100.00 13,472 100.00
======== ======= ======== ======= ======== ======= ======== =======
Unquoted Qualifying
Holdings
Hydroelectric Power
Green Highland Allt
Garbh Ltd 2,710 19.94 2,710 19.89 2,710 20.12 2,710 20.12
Green Highland Allt
Ladaidh (1148) Ltd 3,500 25.76 3,500 25.69 3,500 25.98 3,500 25.98
Green Highland Allt
Luaidhe (228) Ltd 1,995 14.68 2,047 15.02 1,995 14.81 1,995 14.81
Green Highland Allt
Phocachain (1015)
Ltd 1,932 14.22 1,910 14.02 1,932 14.34 1,932 14.34
Green Highland Shenval
Ltd 761 5.60 761 5.59 - - - -
10,898 80.20 10,928 80.21 10,137 75.25 10,137 75.25
======== ======= ======== ======= ======== ======= ======== =======
Unquoted Non-Qualifying
Holdings
Hydroelectric Power
Green Highland Allt
Luaidhe (228) Ltd 185 1.36 185 1.36 185 1.37 185 1.37
Kinlochteacius Hydro
Limited - - - - 762 5.66 762 5.66
SME Funding
Hydroelectric Power:
Broadpoint 3 Ltd 1,206 8.88 1,206 8.85 1,206 8.95 1,206 8.95
Other:
Funding Path Ltd 800 5.89 806 5.92 800 5.94 800 5.94
2,191 16.13 2,197 16.13 2,953 21.92 2,953 21.92
======== ======= ======== ======= ======== ======= ======== =======
Statement of Comprehensive Income
Year ended Year ended
31 March 31 March
2017 2016
---------------------------- ----------------------------
Note Rev. Cap. Total Rev. Cap. Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Income
Investment income 4 2,307 - 2,307 2,703 - 2,703
(Loss) arising on
the disposal of
investments during
the year - - - - (19) (19)
Gain arising on
the revaluation
of investments at
the year end - 815 815 - 304 304
Investment return 2,307 815 3,122 2,703 285 2,988
-------- -------- -------- -------- -------- --------
Expenses
Investment management
fees 5 676 189 865 593 197 790
Financial and regulatory
costs 32 - 32 24 - 24
General administration 9 - 9 16 - 16
Legal and professional
fees 6 51 4 55 55 68 123
Directors' remuneration 7 50 - 50 48 - 48
Interest payable - - - 113 - 113
Operating expenses 818 193 1,011 849 265 1,114
-------- -------- -------- -------- -------- --------
Profit/(loss) before
taxation 1,489 622 2,111 1,854 20 1,874
Taxation 8 (298) 52 (246) (241) 38 (203)
Profit after taxation 1,191 674 1,865 1,613 58 1,671
-------- -------- -------- -------- -------- --------
Profit and total
comprehensive income
for the year 1,191 674 1,865 1,613 58 1,671
-------- -------- -------- -------- -------- --------
Basic and diluted
earnings per share 9 n/a n/a n/a n/a n/a n/a
-------- -------- -------- -------- -------- --------
The total column of this statement is the Statement of
Comprehensive Income of the Company prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by
the European Union. The supplementary revenue return and capital
columns have been prepared in accordance with the Association of
Investment Companies Statement of Recommended Practice (AIC SORP
2014).
All revenue and capital items in the above statement derive from
continuing operations.
This Statement of Comprehensive Income includes all recognised
gains and losses.
The accompanying notes are an integral part of these
statements.
Balance Sheet
31 March 31 March
2017 2016
Note GBP'000 GBP'000
Non-current assets
Financial assets
at fair value through
profit or loss 10 39,947 40,164
--------- ---------
Current assets
Assets held for
sale 11 789 1,397
Receivables 12 1,726 1,210
Cash and cash equivalents 13 2,534 1,032
5,049 3,639
--------- ---------
Total Assets 44,996 43,803
--------- ---------
Current liabilities
Payables and accrued
expenses 14 253 316
Current taxation
payable 264 201
517 517
--------- ---------
Net Assets 44,479 43,286
========= =========
Equity attributable
to equity holders
of the parent
Share capital 15 518 518
Share redemption
reserve 2 2
Share premium 16,307 16,307
Special distributable
reserve 27,301 27,447
Capital reserve (841) (1,515)
Revenue reserve 1,192 527
Total equity 44,479 43,286
========= =========
Net asset value
per share 17 n/a n/a
========= =========
The statements were approved by the Directors and authorised for
issue on 15 June 2017 and are signed on their behalf by:
David Frank
Chairman
15 June 2017
Company registration number 6421083.
The accompanying notes are an integral part of this
statement.
Statement of Changes in Shareholders' Equity
Share Special
Issued Redemption Share Distributable Capital Revenue
Capital Reserve Premium Reserve Reserve Reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Year ended 31
March 2017
Opening balance 518 2 16,307 27,447 (1,515) 527 43,286
--------- ------------ --------- --------------- --------- --------- --------
Dividends paid - - - (146) - (526) (672)
Transactions with
owners - - - (146) - (526) (672)
--------- ------------ --------- --------------- --------- --------- --------
Profit for the year - - - - 674 1,191 1,865
Profit and total comprehensive
income for the year - - - - 674 1,191 1,865
Balance at 31 March 2017 518 2 16,307 27,301 (841) 1,192 44,479
Capital reserve consists of:
Investment holding
gains 1,390
Other realised losses (2,231)
(841)
Year ended 31 March 2016
Opening balance 434 451 32,405 6,997 (1,573) 1,007 39,721
Issue of new shares 84 - 8,687 (383) - - 8,388
Purchase of own
shares - - - (7) - - (7)
Cancellation of
share premium - (449) (24,785) 25,234 - - -
Dividend paid - - - (4,394) - (2,093) (6,487)
Transactions with owners 84 (449) (16,098) 20,450 - (2,093) 1,894
Profit for the year - - - 58 1,613 1,671
Profit and total comprehensive
income for the year - - - 58 1,613 1,671
Balance at 31 March 2016 518 2 16,307 27,447 (1,515) 527 43,286
Capital reserve consists of:
Investment holding gains 575
Other realised losses (2,090)
(1,515)
The capital reserve represents the proportion of Investment
Management fees charged against capital and realised/unrealised
gains or losses on the disposal/revaluation of investments. The
unrealised capital reserve, share redemption reserve and share
premium reserve are not distributable. The special distributable
reserve was created on court cancellation of the share premium
account. The revenue, special distributable and realised capital
reserves are distributable by way of dividend.
Statement of Cash Flows
Year ended Year ended
31 March 2017 31 March 2016
GBP'000 GBP'000
Cash flows from operating activities
Profit before taxation 2,111 1,874
Loss arising on the disposal of investments during the period - 19
(Gain) arising on the revaluation of investments at the period end (815) (304)
Cashflow generated by operations 1,296 1,589
(Increase) in receivables (571) (428)
(Decrease) in payables (63) (2,196)
Taxation (183) (118)
Net cash flows from operating activities 479 (1,153)
Cash flow from investing activities
Purchase of financial assets at fair value through profit or loss - (16,707)
Proceeds of sale of financial assets at fair value through profit or loss 1,695 16,005
Net cash flows from investing activities 1,695 (702)
Cash flows from financing activities
Issue of new shares - 8,388
Purchase of own shares - (7)
Dividends paid (672) (6,487)
Net cash flows from financing activities (672) 1,894
Net increase/(decrease) in cash and cash equivalents 1,502 39
Reconciliation of net cash flow to movements in cash and cash equivalents
Opening cash and cash equivalents 1,032 993
Net increase/(decrease) in cash and cash equivalents 1,502 39
Closing cash and cash equivalents 2,534 1,032
The accompanying notes are an integral part of these
statements.
Notes to the Financial Statements
1. Corporate Information
The Financial Statements of the Company for the year ended 31
March 2017 were authorised for issue in accordance with a
resolution of the Directors on 15 June 2017.
The Company was admitted for listing on the London Stock
Exchange on 6 February 2008.
The Company is incorporated and domiciled in Great Britain and
registered in England and Wales. The address of its registered
office, which is also its principal place of business, is 18 St
Swithin's Lane, London EC4N 8AD.
The Company is required to nominate a functional currency, being
the currency in which the Company predominantly operates. The
functional and reporting currency is sterling, reflecting the
primary economic environment in which the Company operates.
The principal activity of the Company is investment. The
Company's investment strategy is that at least 70% of the Company's
net assets are or will be invested in VCT qualifying unquoted
companies. The remaining assets are exposed either to cash or
cash-based similar liquid investments or investments originated in
line with the Company's VCT Qualifying Investment Policy.
2. Basis of Preparation and Accounting Policies
Basis of Preparation
After making the necessary enquiries, the Directors confirm that
they are satisfied that the Company has adequate resources to
continue in business for the foreseeable future. The Board receives
regular reports from the Investment Manager and the Directors
believe that, as no material uncertainties leading to significant
doubt about going concern have been identified, it is appropriate
to continue to apply the going concern basis in preparing the
Financial Statements.
The Financial Statements of the Company for the year to 31 March
2017 have been prepared in accordance with International Financial
Reporting Standards ("IFRS") adopted for use in the European Union
and complied with the Statement of Recommended Practice: "Financial
Statements of Investment Trust Companies and Venture Capital
Trusts" (SORP) issued by the Association of Investment Companies
(AIC) in November 2014 and updated in January 2017, in so far as
this does not conflict with IFRS.
The Financial Statements are prepared on a historical cost basis
except that investments are shown at fair value through profit or
loss.
The preparation of Financial Statements in conformity with IFRS
requires management to make judgements, estimates and assumptions
that affect the application of policies and the reported amounts of
assets and liabilities, income and expenses. The estimates and
associated assumptions are based on historical experience and
various other factors believed to be reasonable under the
circumstances, the results of which form the basis of making the
judgements about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ
from these judgements.
The estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of assets and
liabilities relate to:
-- the valuation of unlisted financial investments held at fair
value through profit or loss, which are valued on the basis noted
below (under the heading Non Current Asset Investments) and in note
10.
-- the recognition or otherwise of accrued income on loan notes
and similar instruments granted to investee companies which is
assessed in conjunction with the overall valuation of unlisted
financial investments as noted above.
The key judgements made by Directors are in the valuation of
unquoted investments. The estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the
revision affects that period or in the period of revision and
future periods if the revision affects both current and future
periods. The carrying value of investments is disclosed in note 10
and 11.
The Directors do not believe that there are any further key
judgements made in applying accounting policies or estimates in
respect of the Financial Statements.
These Financial Statements have been prepared in accordance with
the accounting policies set out below which are based on the
recognition and measurement principles of IFRS in issue as adopted
by the European Union (EU).
These accounting policies have been applied consistently in
preparing these Financial Statements.
Standards issued but not yet effective
The following new standards, amendments to standards and
interpretations are not yet effective for the year ended 31 March
2017, and have not been applied in preparing these Financial
Statements.
-- IFRS 9 Financial Instruments (effective 1 January 2018)
-- IFRS Revenue from contracts with customers (effective 1
January 2018)
All of these changes will be applied by the Company from the
effective date but none of them are expected to have a significant
impact on the Company's Financial Statements.
Presentation of Statement of Comprehensive Income
In order better to reflect the activities of a Venture Capital
Trust, and in accordance with the guidance issued by the
Association of Investment Companies, supplementary information
which analyses the Statement of Comprehensive Income between items
of a revenue and capital nature has been presented alongside the
Income Statement.
Capital Management
Capital management is monitored and controlled using the
internal control procedures set out on page 32. The capital being
managed includes equity and fixed interest VCT qualifying
investments, cash balances and liquid resources including debtors
and creditors.
The Company's objectives when managing capital are:
-- to safeguard its ability to continue as a going concern, so
that it can continue to provide returns to shareholders and
benefits for other stakeholders;
-- to ensure sufficient liquid resources are available to meet
the funding requirements of its investments and to fund new
investments where identified.
-- to enter into short term finance only to enhance short term liquidity.
All capital is represented by the value of share capital,
distributable and other reserves. Total Shareholder equity at 31
March 2017 was GBP44.5 million (2016: GBP43.3 million).
Non-Current Asset Investments
The Company invests in financial assets with a view to profiting
from their total return through income and capital growth. These
investments are managed and their performance is evaluated on a
fair value basis in accordance with the investment policy detailed
in the Strategic Report on pages 5 and 6 and information about the
portfolio is provided internally on that basis to the Company's
Board of Directors. Accordingly upon initial recognition the
investments are designated by the Company as "at fair value through
profit or loss" in accordance with IAS39 "Financial instruments
recognition and measurement". They are included initially at fair
value, which is taken to be their cost (excluding expenses
incidental to the acquisition which are written off in the
Statement of Comprehensive Income and allocated to "capital" at the
time of acquisition). Subsequently the investments are valued at
"fair value" which is the price that would be received to sell an
asset or paid to transfer a liability (exit price) in an orderly
transaction between market participants at the measurement date.
This is measured as follows:
-- unlisted investments are fair valued by the Directors in
accordance with the International Private Equity and Venture
Capital Valuation Guidelines. Fair value is established by using
measurements of value such as price of recent transactions,
discounted cash flows, cost, and initial cost of investment.
-- listed investments are fair valued at bid price on the relevant date.
Where securities are designated upon initial recognition as at
fair value through profit or loss, gains and losses arising from
changes in fair value are included in the Statement of
Comprehensive Income for the year as capital items in accordance
with the AIC SORP 2014. The profit or loss on disposal is
calculated net of transaction costs of disposal.
Investments are recognised as financial assets on legal
completion of the investment contract and are de-recognised on
legal completion of the sale of an investment.
Assets Held for Sale
Current assets classified as held for sale are presented
separately and measured at the value expected to be realised on
disposal, which is equivalent to fair value.
Income
Investment income includes interest earned on bank balances and
investment loans and includes income tax withheld at source.
Dividend income is shown net of any related tax credit and is
brought into account on the ex-dividend date.
Fixed returns on investment loans and debt are recognised on a
time apportionment basis so as to reflect the effective yield,
provided there is no reasonable doubt that payment will be received
in due course.
Expenses
All expenses are accounted for on the accruals basis. Expenses
are charged to revenue with the exception of the investment
management fee, which has been charged 75% to the revenue account
and 25% to the capital account (2016: 75% revenue, 25% capital) to
reflect, in the Directors' opinion, the expected long term split of
returns in the form of income and capital gains respectively from
the investment portfolio.
The Company's general expenses are split between the share
classes using their net asset value divided by the Company's net
asset value.
Taxation
Corporation tax payable is applied to profits chargeable to
corporation tax, if any, at the current rate in accordance with IAS
12 "Income Taxes". The tax effect of different items of income/gain
and expenditure/loss is allocated between capital and revenue on
the "marginal" basis as recommended by the AIC SORP 2014.
In accordance with IAS 12, deferred tax is recognised using the
balance sheet method providing for temporary differences between
the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes. A
deferred tax asset is recognised to the extent that it is probable
that future taxable profits will be available against which the
temporary difference can be utilised. Deferred tax is measured at
the tax rates that are expected to be applied to the temporary
differences when they reverse, based on the laws that have been
enacted or substantively enacted by the reporting date. The
Directors have considered the requirements of IAS 12 and do not
believe that any provision should be made.
Financial Instruments
The Company's principal financial assets are its investments and
the accounting policies in relation to those assets are set out
above. Financial liabilities and equity instruments are classified
according to the substance of the contractual arrangements entered
into. An equity instrument is any contract that evidences a
residual interest in the assets of the entity after deducting all
of its financial liabilities. Where the contractual terms of share
capital do not have any terms meeting the definition of a financial
liability then this is classed as an equity instrument. Dividends
and distributions relating to equity instruments are debited direct
to equity.
Issued Share Capital
Ordinary Shares, A shares, C Shares, D Shares and E shares are
classified as equity because they do not contain an obligation to
transfer cash or another financial asset. Issue costs associated
with the allotment of shares have been deducted from the share
premium account in accordance with IAS 32.
Cash and Cash Equivalents
Cash and cash equivalents representing cash available at less
than 3 months' notice are classified as loans and receivables under
IAS 39.
Reserves
The revenue reserve (retained earnings) and capital reserve
reflect the guidance in the AIC SORP 2014. The capital reserve
represents the proportion of Investment Management fees charged
against capital and realised/unrealised gains or losses on the
disposal/revaluation of investments. The unrealised capital
reserve, share redemption reserve and share premium reserve are not
distributable. The special distributable reserve was created on
court cancellation of the share premium account. The revenue,
special distributable and realised capital reserves are
distributable by way of dividend.
3. Segmental Reporting
The Company only has one class of business, being investment
activity. All revenues and assets are generated and held in the
UK.
4. Investment Income *
Year ended Year ended
31 March 2017 31 March 2016
Ord. A C D Ord. A C D
Shares Shares Shares Shares Total Shares Shares Shares Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Loan stock interest 421 110 804 972 2,307 458 55 828 683 2,024
Dividends receivable - - - - - 232 434 - - 666
Interest receivable on
bank balances - - - - - 4 1 4 4 13
421 110 804 972 2,307 694 490 832 687 2,703
5. Investment Management Fees
TPIM provides investment management and administration services
to the Company under an Investment Management Agreement effective 6
February 2008 and deeds of variation to that agreement effective 21
November 2012, 28 October 2014 and 7 October 2016.
Ordinary Shares: The agreement provides for an investment
management fee of 1.50% per annum of net assets payable quarterly
in arrear for the Ordinary Shares. For the Ordinary Shares issued
under the 2007 offer the agreement ran until 6 February 2014 after
which the management fee of 1.5% has not been charged. For all
other Ordinary Shares the appointment shall continue until at least
30 April 2018. Thereafter there is a 1% exit fee on all funds
returned to shareholders.
A Shares: The agreement provides for an investment management
fee of 1.50% per annum of net assets payable quarterly in arrear.
The appointment shall continue until at least 30 April 2017.
Thereafter there is a 1% exit fee on all funds returned to
shareholders.
C shares: The agreement provides for an administration and
investment management fee of 2% per annum of net assets payable
quarterly in arrear for an appointment of at least six years from
the admission of those shares. Subject to distributions to the C
Shareholders exceeding the C Share hurdle, the Investment Manager
will be entitled to a performance incentive fee of 20%.
D shares: The agreement provides for an administration and
investment management fee of 2% per annum of net assets payable
quarterly in arrear for an appointment of at least six years from
the admission of those shares. Subject to distributions to the D
Shareholders exceeding the D Share hurdle, the Investment Manager
will be entitled to a performance incentive fee of 20%.
E shares: The agreement provides for an administration and
investment management fee of 2% per annum of net assets payable
quarterly in arrear for an appointment of at least six years from
the admission of those shares. Subject to distributions to the E
Shareholders exceeding the E Share hurdle, the Investment Manager
will be entitled to a performance incentive fee of 20%.
To date there have been no performance fees paid.
An administration fee equal to 0.25% per annum of the Company's
net assets is payable quarterly in arrear.
Year ended Year ended
31 March 2017 31 March 2016
Ord. A C D Ord. A C D
Shares Shares Shares Shares Total Shares Shares Shares Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment Management
Fees 173 32 279 273 757 209 45 273 166 693
Administration Fees 33 6 35 34 108 35 7 34 21 97
206 38 314 307 865 244 52 307 187 790
6. Legal and Professional Fees *
Legal and professional fees include remuneration paid to the
Company's auditor, Grant Thornton UK LLP, as shown in the following
table:
Year ended Year ended
31 March 2017 31 March 2016
Ord. A C D Ord. A C D
Shares Shares Shares Shares Total Shares Shares Shares Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Fees payable to the
Company's auditor:
- for the audit of the
financial statements 7 2 9 9 27 10 2 8 7 27
- for taxation compliance
services - - - - - 1 - 1 1 3
7 2 9 9 27 11 2 9 8 30
7. Directors' Remuneration *
Year ended Year ended
31 March 2017 31 March 2016
Ord. A C D Ord. A C D
Shares Shares Shares Shares Total Shares Shares Shares Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
David Frank 6 1 6 5 18 6 2 5 5 18
Simon Acland 5 1 5 5 16 5 1 4 5 15
Michael Stanes 5 - 5 6 16 6 1 5 3 15
Total 16 2 16 16 50 17 4 14 13 48
The only remuneration received by the Directors was their
Directors' fees. The Company has no employees other than the
Non-Executive Directors. The average number of Non-Executive
Directors in the year was three. Full disclosure of Directors'
remuneration is included in the Directors' Remuneration report.
* Disclosure by share class is unaudited
8. Taxation *
Year ended Year ended
31 March 2017 31 March 2016
Ord. A C D Ord. A C D
Shares Shares Shares Shares Total Shares Shares Shares Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Profit/(loss) on
ordinary
activities before
tax 429 73 957 652 2,111 729 (39) 807 377 1,874
Corporation tax @
20% 86 15 192 130 423 146 (8) 162 75 375
Effect of: -
Capital
(gains)/losses
not taxable (52) (2) (103) (7) (164) (84) 93 (65) - (56)
Income received
not taxable - - - - - (46) (87) - - (133)
Disallowed
expenditure - - - - 3 1 - 10 14
Unrelieved tax
losses arising in
the year - - - (1) - - - (1)
Prior year
adjustment (3) (1) - (9) (13) 3 - 1 - 4
Tax charge 31 12 89 114 246 21 (1) 98 85 203
Capital gains and losses are exempt from corporation tax due to
the Company's status as a Venture Capital Trust.
9. Earnings/(loss) per Share
Earnings per Ordinary Share is 2.05p (2016: 3.64p) based on the
profit after tax of GBP398,000 (2016: GBP708,000) and on the
weighted average number of shares in issue during the period of
19,463,120 (2016:19,474,787).
Earnings per A Share is 1.18p (2016: loss 0.72p) based on the
profit after tax of GBP61,000 (2016: loss GBP38,000) and on the
weighted average number of shares in issue during the period of
5,131,353 (2016: 5,131,353).
Earnings per C Share are 6.46p (2016: 5.27p) based on the profit
after tax of GBP868,000 (2016: GBP709,000) and on the weighted
average number of shares in issue during the period of 13,441,438
(2016: 13,441,438).
Earnings per D Share are 3.93p (2016: 2.19p) based on the profit
after tax of GBP538,000 (2016: GBP292,000) and on the weighted
average number of shares in issue during the period of 13,701,636
(2016: 13,325,044).
There were no changes to the number of shares in issue during
the year therefore the weighted average number of shares in issue
during the year for all share classes is equal to the number of
shares at 31 March 2017.
There are no potentially dilutive capital instruments in issue
and, therefore, no diluted return per share figures are included in
these Financial Statements.
* Disclosure by share class is unaudited
10. Financial Assets at Fair Value through Profit or Loss
Investments
Fair Value Hierarchy:
Level 1: quoted prices on active markets for identical assets or
liabilities. The fair value of financial instruments traded on
active markets is based on quoted market prices at the balance
sheet date. A market is regarded as active where the market in
which transactions for the asset or liability takes place with
sufficient frequency and volume to provide pricing information on
an ongoing basis. The quoted market price used for financial assets
held by the Company is the current bid price. These instruments are
included in level 1.
Level 2: the fair value of financial instruments that are not
traded on active markets is determined by using valuation
techniques. These valuation techniques maximise the use of
observable inputs including market data where it is available
either directly or indirectly and rely as little as possible on
entity specific estimates. If all significant inputs required to
fair value an instrument are observable, the instrument is included
in level 2.
Level 3: the fair value of financial instruments that are not
traded on an active market (for example, investments in unquoted
companies) is determined by using valuation techniques such as
discounted cash flows. If one or more of the significant inputs is
based on unobservable inputs including market data, the instrument
is included in level 3.
There have been no transfers between these classifications in
the period. Any change in fair value is recognised through the
Statement of Comprehensive Income.
Further details of these investments are provided in the
Investment Manager's Review and Investment Portfolio.
The Company's Investment Manager performs valuations of
financial items for financial reporting purposes, including Level 3
fair values. Valuation techniques are selected based on the
characteristics of each instrument, with the overall objective of
maximising the use of market-based information.
Level 3 valuations include assumptions based on non-observable
data with the majority of investments being valued on discounted
cash flows or price of recent transactions.
Valuation techniques and
unobservable inputs:
Inter relationship between significant
Valuation unobservable inputs and fair value
Sector Techniques Significant unobservable inputs measurement
Estimated fair value would
increase/(decrease) if:
Cinema -- Discounted
Digitisation cash flows: * Discount rate 4.50% * The discount rate was lower/(higher)
The valuation
model
considers the
present value
of expected
payment,
discounted
using a
risk-adjusted
discount
rate.
Hydroelectric -- Discounted
Power cash flows: The * Discount rate between 9% and 11.10% * The discount rate was lower/(higher)
valuation model
considers the
present value * Inflation rate 2%
of expected * The inflation rate was higher/(lower)
payment,
discounted
using a
risk-adjusted
discount rate.
Solar -- Discounted
cash flows: The * Discount rate 8% * The discount rate was lower/(higher)
valuation model
considers the
present value * The inflation rate was higher/(lower)
of expected * Inflation rate 2%
payment,
discounted
using a
risk-adjusted
discount rate.
Consideration has been given whether the effect of changing one
or more inputs to reasonably possible alternative assumptions would
result in a significant change to the fair value measurement. Each
unquoted portfolio company has been reviewed in order to identify
the sensitivity of the valuation methodology to using alternative
assumptions.
Where discount rates have been applied to the unquoted
investments, alternative discount rates have been considered. Two
alternative scenarios for each investment have been modelled, a
more prudent assumption (downside case) and a more optimistic
assumption (upside case). Applying the downside alternative, the
aggregate change in value of the unquoted investments would be
GBP1.3 million or 5.9 per cent lower. Using the upside alternative
the aggregate value of the unquoted investments would be GBP1.9
million or 8.6 per cent higher.
Movements in investments held at fair value through the profit
or loss during the year to 31 March 2017 were as follows:
Year ended 31 March 2017 * Level 3 Unquoted Investments
Ord Shares A Shares C Shares D Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Opening cost 11,789 950 13,807 13,090 39,636
Opening investment holding losses 203 - 325 - 528
Opening fair value 11,992 950 14,132 13,090 40,164
Transfers between share classes (411) - (350) 761 -
Disposal proceeds (742) - (136) (762) (1,640)
Investment holding gains 258 7 514 36 815
Reclassification as assets held for sale 608 - - - 608
Closing fair value at 31 March 2017 11,705 957 14,160 13,125 39,947
Closing cost 11,111 950 13,321 13,089 38,471
Closing investment holding gains 594 7 839 36 1,476
Year ended 31 March 2016 * Level 3 Unquoted Investments
Ord Shares A Shares C Shares D Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Opening cost 7,759 875 13,126 7,432 29,192
Opening investment holding (losses)/gains 128 15 - - 143
Opening fair value 7,887 890 13,126 7,432 29,335
Purchases at cost 5,878 950 1,511 8,368 16,707
Disposal proceeds (1,849) - (830) (2,711) (5,390)
Realised gains/(losses) 1 - - 1 2
Investment holding losses 75 (101) 325 - 299
Reclassification as assets held for sale - (789) - - (789)
Closing fair value at 31 March 2016 11,992 950 14,132 13,090 40,164
Closing cost 11,789 950 13,807 13,090 39,636
Closing investment holding losses 203 - 325 - 528
All investments are designated as fair value through the profit
or loss at the time of acquisition and all capital gains or losses
arising on investments are so designated. Given the nature of the
Company's venture capital investments, the changes in fair values
of such investments recognised in these Financial Statements are
not considered to be readily convertible to cash in full at the
balance sheet date and accordingly any gains or losses on these
items are treated as unrealised.
* Disclosure by share class is unaudited
Material disposals during the year
Investee Company Cost Opening Valuation Disposal Realised Gain/(loss)
GBP GBP GBP GBP
Green Highland Shenval Ltd 504,000 504,000 504,000 -
Kinlochteacius Hydro Ltd 761,319 761,319 761,319 -
1,265,319 1,265,319 1,265,319 -
11. Assets Held for Sale *
Year ended Year ended
31 March 2017 31 March 2016
Ord. A C D Ord. A C D
Shares Shares Shares Shares Total Shares Shares Shares Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Aeris Power Ltd - 424 - - 424 - 424 - - 424
Craighulliar
Energy Ltd - 365 - - 365 - 365 - - 365
Green Energy for
Education Ltd - - - - - 608 - - - 608
- 789 - - 789 608 789 - - 1,397
--------------------------- -------- -------- -------- -------- -------- -------- --------
Green Energy for Education Ltd previously treated as an asset
held for sale has been reclassified as a financial asset at fair
value through profit or loss as at 31 March 2017, following the
Investment Managers recommendation not to sell the investment in
the next 12 months.
Assets held for Sale are measured at fair value through profit
and loss at the discounted price expected to be achieved through
the expected sale after the year end. Income for the year relating
to these investments amounted to GBP36,000 and expenses were
GBPnil. These assets are fair value through profit or loss and
classified as Level 3 (2016: Level 3).
* Disclosure by share class is unaudited
12. Receivables *
31 March 2017 31 March 2016
Ord. Shares A Shares C Shares D Shares Total Ord. Shares A Shares C Shares D Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Receivables 332 311 74 1,003 1,720 321 313 1 545 1,180
Prepayments
and accrued
income 2 - 2 2 6 13 - 1 16 30
334 311 76 1,005 1,726 334 313 2 561 1,210
13. Cash and Cash Equivalents
Cash and cash equivalents comprise deposits with The Royal Bank
of Scotland plc.
14. Payables and Accrued Expenses *
31 March 2017 31 March 2016
Ord. Shares A Shares C Shares D Shares Total Ord. Shares A Shares C Shares D Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Payables 52 9 78 81 220 - - 77 - 77
Accrued
expenses 10 2 11 10 33 67 14 90 68 239
62 11 89 91 253 67 14 167 68 316
15. Share Capital
31 March 2017 31 March 2016
Ordinary Shares of GBP0.01 each
Issued & Fully Paid
No. Of Shares 19,463,120 19,463,120
Par Value GBP'000 195 195
A Ordinary Shares of GBP0.01 each
Issued & Fully Paid
Number of shares 5,131,353 5,131,353
Par Value GBP'000 51 51
C Ordinary Shares of GBP0.01 each
Issued & Fully Paid
Number of shares 13,441,438 13,441,438
Par Value GBP'000 135 135
D Ordinary Shares of GBP0.01 each
Issued & Fully Paid
Number of shares 13,701,636 13,701,636
Par Value GBP'000 137 137
Total Shares of GBP0.01 each
Issued & Fully Paid
Number of shares 51,737,547 51,737,547
Par Value GBP'000 518 518
The rights attached to each class of share are disclosed in the
Directors' Report on pages 25 and 26.
On 15 May 2017 a new E Share Class offer closed with a total of
28,949,575 E Shares being issued.
* Disclosure by share class is unaudited
16. Financial Instruments and Risk Management
The Company's financial instruments comprise VCT qualifying
investments and non-qualifying investments, cash balances and
liquid resources including debtors and creditors. The Company holds
financial assets in accordance with its investment policy detailed
in the Strategic Report on pages 5 and 6.
The following table discloses the financial assets and
liabilities of the Company in the categories defined by
IAS 39, "Financial Instruments; Recognition &
Measurement".
Financial liabilities held Designated at fair value
Total value Loan and receivables at amortised cost through profit or loss
31 March 2017
Assets:
Financial assets at fair
value through profit or
loss 39,947 - - 39,947
Assets held for Sale 789 - - 789
Receivables 1,720 1,720 - -
Cash and cash equivalents 2,534 2,534 - -
44,990 4,254 - 40,736
Liabilities:
Other payables 220 - 220 -
Taxation payable 264 - 264 -
Accrued expenses 33 - 33 -
517 - 517 -
31 March 2017
Assets:
Financial assets at fair
value through profit or
loss 40,164 - - 40,164
Assets held for Sale 1,397 - - 1,397
Receivables 1,180 1,180 - -
Cash and cash equivalents 1,032 1,032 - -
43,773 2,212 - 41,561
Liabilities:
Other payables 77 - 77 -
77 - 77 -
Fixed Asset Investments (see note 10 and note 11) are valued at
fair value. Unquoted investments are carried at fair value as
determined by the Directors in accordance with current venture
capital industry guidelines. The fair value of all other financial
assets and liabilities is represented by their carrying value in
the balance sheet. The Directors believe that where an investee
company's enterprise value, which is equivalent to fair value,
remains unchanged since acquisition, that investment should
continue to be held at cost less any loan repayments received.
Where they consider the investee company's enterprise value has
changed since acquisition, that should be reflected by the
investment being held at a value measured using a discounted cash
flow model.
In carrying out its investment activities, the Company is
exposed to various types of risk associated with the financial
instruments and markets in which it invests. The Company's approach
to managing its risks is set out below together with a description
of the nature of the financial instruments held at the balance
sheet date:
Market Risk
The Company's VCT qualifying investments are held in small and
medium-sized unquoted companies which, by their nature, entail a
higher level of risk and lower liquidity than investments in large
quoted companies. The Directors and Investment Manager aim to limit
the risk attached to the portfolio as a whole by careful selection
and timely realisation of investments by carrying out rigorous due
diligence procedures and by maintaining a spread of holdings in
terms of industry sector and geographical location. The Board
reviews the investment portfolio with the Investment Manager on a
regular basis. Details of the Company's investment portfolio at the
balance sheet date are set out on pages 17 to 23.
An increase of 1% in the value of investments would increase the
capital profits for the period and the net asset value at 31 March
2017 by GBP407,000. A decrease of 1% would reduce the capital
profits and net asset value by the same amount. A movement of 1% is
used as a multiple to demonstrate the impact of varying changes on
the capital profits and net asset value of the Company.
Interest Rate Risk
Some of the Company's financial assets are interest bearing, of
which some are at fixed rates and some at variable rates. As a
result, the Company is exposed to interest rate risk arising from
fluctuations in the prevailing levels of market interest rates.
Investments made into VCT qualifying holdings are part equity
and part loan. The loan element of investments totals GBP18,949,000
(2016: GBP19,252,000) and is subject to fixed interest rates for
the five year loan terms and as a result there is no cashflow
interest rate risk. As the loans are held in conjunction with
equity and are valued in combination as part of the enterprise
value, fair value risk is considered part of market risk.
The amounts held in variable rate investments at the balance
sheet date are as follows:
31 March 2017 31 March 2016
GBP'000 GBP'000
Cash on deposit 2,534 1,032
2,534 1,032
An increase in interest rates of 1% per annum would not have a
material effect either on the revenue for the year or the net asset
value at 31 March 2017. The Board believes that in the current
economic climate a movement of 1% is a reasonable illustration.
Credit Risk
Credit risk is the risk that a counterparty will fail to
discharge an obligation or commitment that it has entered into with
the Company. The Investment Manager and the Board carry out a
regular review of counterparty risk. The carrying value of the
financial assets represent the maximum credit risk exposure at the
balance sheet date.
31 March 2017 31 March 2016
GBP'000 GBP'000
Qualifying Investment loans 18,949 19,252
Non Qualifying Investment loans 8,220 9,352
Cash on deposit 2,534 1,032
Receivables 1,720 1,180
31,423 30,816
The Company's bank accounts are maintained with The Royal Bank
of Scotland plc ("RBS") whose credit quality and financial position
are monitored by the Investment Manager.
Credit risk arising on unquoted loan stock held within unlisted
investments is considered to be part of market risk as disclosed
above.
Foreign Currency Risk
The Company does not have exposure to material foreign currency
risks.
Liquidity Risk
The Company's financial assets include investments in unquoted
equity securities which are not traded on a recognised stock
exchange and which are illiquid. As a result the Company may not be
able to realise some of its investments in these instruments
quickly at an amount close to their fair value in order to meet its
liquidity requirements.
The Company's liquidity risk is managed on a continuing basis by
the Investment Manager in accordance with policies and procedures
laid down by the Board. The Company's overall liquidity risks are
monitored by the Board on a quarterly basis.
The Board maintains a liquidity management policy where cash and
future cash flows from operating activities will be sufficient to
pay expenses. At 31 March 2017 cash amounted to GBP2,534,000 (2016:
GBP1,032,000).
17. Net Asset Value per Share
The net asset value per Ordinary Share is 69.74p (2016: 67.69p)
and is based on Net Assets of GBP13,573,000 (2016: GBP13,175,000)
divided by the 19,463,120 (2016: 19,463,120) Ordinary Shares in
issue.
The net asset value per A Ordinary Share is 42.46p (2016:
41.28p) and is based on Net Assets of GBP2,179,000 (2016:
GBP2,118,000) divided by the 5,131,353 (2016: 5,131,353) A Ordinary
Shares in issue.
The net asset value per C Ordinary Share is 106.49p (2016:
105.03p) and is based on Net Assets of GBP14,314,000 (2016:
GBP14,118,000) divided by the 13,441,438 (2016: 13,441,438) C
Ordinary Shares in issue.
The net asset value per D Ordinary Share is 105.19p (2016:
101.26p) and is based on Net Assets of GBP14,413,000 (2016:
GBP13,875,000) divided by the 13,701,636 (2016: 13,701,636) D
Ordinary Shares in issue.
18. Commitments and Contingencies
The Company has no outstanding commitments or contingent
liabilities.
19. Relationship with Investment Manager
During the period, TPIM received GBP864,459 which has been
expensed (2016: GBP790,444) for providing management and
administrative services to the Company. At 31 March 2017 GBP220,315
was owing to TPIM (2016: GBP278,385).
20. Related Party Transactions
The Directors' Remuneration Report on pages 34 to 36 discloses
the Directors remuneration and shareholdings.
21. Post Balance Sheet Events
During the year the Company's shareholders approved proposals
for a new E Share Class offer. At the year end no shares had been
issued. The Offer closed on 15 May 2017 raising GBP30 million with
a total of 28,949,575 E Shares being issued.
22. Dividends
The Company paid its first dividend to C Class Shareholders of
GBP672,072 equal to 5p per share on 8 July 2016.
The Board has resolved to pay a dividend to Ordinary Class
Shareholders of GBP1,459,734 equal to 7.5p per share which will
paid on 14 July 2017 to shareholders on the register on 30 June
2017.
The Board has resolved to pay a dividend to A Class Shareholders
of GBP1,282,838 equal to 25p per share which will paid on 14 July
2017 to shareholders on the register on 30 June 2017.
The Board has resolved to pay a dividend to C Class Shareholders
of GBP672,072 equal to 5p per share which will be paid on 14 July
2017 to shareholders on the register on 30 June 2017.
The Board has resolved to pay the first dividend to D Class
Shareholders of GBP685,082 equal to 5p per share which will paid on
14 July 2017 to shareholders on the register on 30 June 2017.
Information
Details of Advisers
Secretary and Registered Office:
Triple Point Investment Management LLP
18 St Swithin's Lane
London
EC4N 8AD
Registered Number
06421083
FCA Registration number
659457
Investment Manager and Administrator
Triple Point Investment Management LLP
18 St Swithin's Lane
London
EC4N 8AD
Tel: 020 7201 8989
Independent Auditor
Grant Thornton UK LLP
Chartered Accountants and Statutory Auditor
30 Finsbury Square
London
EC2P 2YU
Solicitors
Howard Kennedy LLP
No. 1 London Bridge
London
SE1 9BG
Registrars
Neville Registrars Limited
Neville House
18 Laurel Lane
Halesowen
West Midlands
B63 3DA
VCT Taxation Advisers
Philip Hare & Associates LLP
First floor
4-6 Staple Inn
Holborn
London
WC1V 7QH
Bankers
The Royal Bank of Scotland plc
54 Lime Street
London
EC3M 7NQ
Shareholder Information
The Company
Triple Point Income VCT plc (formerly TP70 2008(I) VCT plc) is a
Venture Capital Trust. The Investment Manager is Triple Point
Investment Management LLP.
Financial Calendar
The Company's financial calendar is as follows:
19 July 2017 Annual General Meeting
November 2017 Interim report for the six months ending 30 September 2017 despatched
June 2018 Results for the year to 31 March 2018 announced;
Annual Report and Financial
Statements published.
Notice of Annual General Meeting
NOTICE is hereby given that the Annual General Meeting of Triple
Point Income VCT plc will be held at 18 St. Swithin's Lane, EC4N
8AD at 1.30pm on Thursday, 19 July 2017 for the following
purposes:
Ordinary Business
1. To receive, consider and adopt the Report of the Directors
and Financial Statements for the year ended 31 March 2017 together
with the Independent Auditors Report thereon (Ordinary
Resolution).
2. To approve the Directors' Remuneration Report for the year
ended 31 March 2017 (Ordinary Resolution).
3. To approve the Directors' Remuneration Policy (Ordinary
Resolution)
4. To re-elect David Frank as a Director (Ordinary
Resolution).
5. To re-appoint Grant Thornton UK LLP as auditor and determine
their remuneration (Ordinary Resolution).
Special Business
6. That the Company be and is hereby authorised in accordance
with s701 of the Companies Act 2006 (the "Act") to make one or more
market purchases (as defined in section 693(4) of the Act) of
Ordinary Shares, A Shares, C Shares, D Shares and E Shares provided
that:
(i) the maximum aggregate number of Ordinary Shares authorised
to be purchased is an amount equal to 10% of the issued Ordinary
Shares as at the date of this Resolution;
(ii) the maximum aggregate number of A Shares authorised to be
purchased is an amount equal to 10% of the issued A Shares as at
the date of this Resolution;
(iii) the maximum aggregate number of C Shares authorised to be
purchased is an amount equal to 10% of the issued C Shares as at
the date of this Resolution;
(iv) the maximum aggregate number of D Shares authorised to be
purchased is an amount equal to 10% of the issued D Shares as at
the date of this Resolution;
(v) the maximum aggregate number of E Shares authorised to be
purchased is an amount equal to 10% of the issued E Shares as at
the date of this Resolution;
(vi) the minimum price which may be paid for an Ordinary Share,
A Share, C Share, D Share or E Share is 1 pence;
(vii) the maximum price which may be paid for an Ordinary Share,
A Share, C Share, D Share or E Share is an amount, exclusive of
expenses, equal to 105 per cent. of the average of the middle
market prices for the Ordinary Shares, A Shares, C Shares, D Shares
or E Shares as derived from the Daily Official List of the UK
Listing Authority for the five business days immediately preceding
the day on which that Ordinary Share, A Share, C Share, D Share or
E Shares (as applicable) is purchased; and
(viii) this authority shall expire either at the conclusion of
the next Annual General Meeting of the Company or 15 months
following the date of the passing of this Resolution, whichever is
the first to occur (unless previously renewed, varied or revoked by
the Company in general meeting), provided that the Company may,
before such expiry, make a contract to purchase its own shares
which would or might be executed wholly or partly after such
expiry, and the Company may make a purchase of its own shares in
pursuance of such contract as if the authority hereby conferred had
not expired. (Special Resolution).
By Order of the Board
David Frank
Director
Registered Office:
18 St Swithin's Lane
London
EC4N 8AD
15 June 2017
Notes:
(i) A member entitled to vote at the Meeting is entitled to
appoint one or more proxies to attend and, on a poll, vote on his
or her behalf. A proxy need not be a member of the Company.
(ii) A form of proxy is enclosed. To be effective, the
instrument appointing a proxy (together with the power of attorney
or other authority, if any, under which it is signed, or a
certified copy of such power or authority) must be deposited at or
posted to the office of the registrars of the Company, Neville
Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West
Midlands B63 3DA, so as to be received not less than 48 hours
before the time fixed for the Meeting. Completion and return of the
form of proxy will not preclude a member from attending or voting
at the Meeting in person if he or she so wishes.
(iii) Members who hold their shares in uncertificated form must
be entered in the Company's register of Members 48 hours before the
Meeting to be entitled to attend or vote at the Meeting. Such
shareholders may only cast votes in respect of Ordinary Shares held
by them at such time.
(iv) Copies of the service contracts of each of the Directors,
the register of Directors' interests in shares of the Company kept
in accordance with the Listing Rules and a copy of the Memorandum
and Articles of Association of the Company, will be available for
inspection at the registered office of the Company during usual
business hours on any week day (Saturdays, Sundays and public
holidays excepted) from the date of this notice until the date of
the Annual General Meeting and at the place of the Annual General
Meeting from at least 15 minutes prior to and until the conclusion
of the Annual General Meeting.
Form of Proxy
Relating to the 2017 Annual General Meeting of Triple Point
Income VCT plc
I/We..........................................................................................................................................
BLOCK CAPITALS PLEASE - Name in which shares registered
of.............................................................................................................................................
hereby
appoint............................................................................................................................
or failing him/her the Chairman of the meeting to be my/our
proxy and vote for me/us on my/our behalf at the Annual General
Meeting of the Company to be held at 1.30pm on Thursday 19 July
2017, notice of which was sent to shareholders with the Directors'
Report and the Accounts for the period ended 31 March 2017, and at
any adjournment thereof. The proxy will vote as indicated below in
respect of the resolutions set out in the notice of meeting:
Resolution number For Against Withheld
1. To receive, consider and adopt the Report of the Directors and the Financial Statements
for
the year ended 31 March 2017 together with the Independent Auditors Report.
2. To approve the report set out in the Directors' Remuneration Report for the year ended 31
March 2017.
3. To approve the Directors' Remuneration Policy.
4. To re-elect David Frank as a Director.
5. To re-appoint Grant Thornton UK LLP as auditor and determine their remuneration.
6. To authorise the Directors to make market purchases of the Company's own shares (Special
Resolution).
Signed:
.......................................................................
Dated: ................................................ ..2017
Notes
1. A member wishing to appoint a person other than the Chairman
of the meeting as proxy should insert the name and address of such
person in the space provided.
2. Use of the proxy form does not preclude a member from attending and voting in person.
3. Where this form of proxy is executed by a corporation it must
be either under its seal or under the hand of an officer or
attorney duly authorised.
4. If the proxy form is signed and returned without any
indication as to how the proxy shall vote, the proxy will exercise
his/her discretion as to whether and how he/she votes.
5. To be valid, the proxy form must be received by Neville
Registrars at Neville House, 18 Laurel Lane, Halesowen, West
Midlands B63 3DA no later than 48 hours before the commencement of
the meeting.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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