TIDMNCA2
Details of Directors
New Century AIM 31st December
VCT 2 plc 2016
Audited Report and Accounts for
the year to 31st December 2016
Financial Summary 1
Chairman's Statement 2
Details of Directors 3
Management and Administration 4
Directors 5
Strategic Report 6
Investment Portfolio 8
Top Ten Investments 11
Directors' Report 12
Directors' Remuneration Report 15
Corporate Governance 17
Independent Auditors' Report 20
Statement of Comprehensive Income 23
Balance Sheet 24
Statement of Changes in Equity 25
Cash Flow Statement 26
Notes to the Financial Statements 27
Shareholder Information 38
Notice of Annual General Meeting 39
Form of Proxy
Financial Summary
Year ended Year ended
31 December 31 December
2016 2015
Revenue 'return' per share (pence) for the year (0.02) 0.13
Total 'return' per share (pence) for the year (0.58) 5.40
Proposed dividends per share (pence) 3.00 1.75
Net asset value per share (pence) 60.90 63.24
Cumulative value of shareholder 68.16 68.75
investment (net asset
value plus cumulative dividends
per share) (pence)
Shareholders' funds (GBP'000) 2,805 2,913
Details of Directors
Chairman's Statement
In the twelve months to 31st December 2016, the net asset value
(NAV) of your fund fell by 3.7% to 60.90 based on bid prices. The
net asset value plus cumulative dividends fell from 68.75p to
68.16p being a decline of 0.86%. It did however experience a
recovery in the second half of the year with an increase of 6.84%
from the interims in June. The FTSE AIM Allshare index increased by
14.21% in the year.
The second half improvement has carried on with the NAV as at
16th March 2017 being 69.96p which is an increase of 11.33% from
the NAV at the start of the year. The FTSE AIM Allshare index has
increased by 8.86% over the same period. This NAV is based on mid
market prices, the industry standard, in line with those that are
reported to the Market at the end of each month, whereas in our
annual report we quote the NAV as based on bid prices a statutory
requirement.
During the year your Board sent out a document to shareholders
requesting their views on what they wanted from their fund in the
future. The overwhelming majority, over 85% of those that
responded, voted for the fund to continue with an increased
emphasis on paying dividends. Dividends paid by your fund to
shareholders are free of tax. Therefore it is the Board's intention
to propose a dividend for the year of 3 pence per share
representing at the mid price on the 15th March 2017 a yield of
5.5%.
The level of qualifying investments at 79% is still comfortably
above the 70% required level.
We are seeing more new qualifying issues currently, but we
continue to take a cautious approach. We remain cautiously
optimistic about the year ahead although we do not know what
reaction the Market will take or indeed the Companies we have
invested in will experience now that the Government has officially
triggered the Countries intention to leave the EU.
Geoffrey Gamble 24 April 2017
Michael Barnard (Aged 66)
Michael has been employed in stockbroking since 1971. In 1974 he
became a Member of the Stock Exchange. During his career his duties
have spanned investment advising, investment research, dealing and
company management. In 1988 he started his own stockbroking
company, MD Barnard & Company Ltd. Based in Laindon, Essex, it
has offices in London, Wells, Exeter and Colchester. Since 1995, he
has been either managing or advising unit trust, private client and
pension company portfolios with a total value of approximately
GBP115 million.
Geoffrey Gamble (Aged 58)
Geoffrey started his career with National Westminster Bank plc.
He joined Publishing Holdings plc in 1984 and became a director in
1986. He took part in an MBO in 1988, backed by Schroder Ventures
(now Permira) to form Charterhouse Communications Group Ltd and was
instrumental in the satisfactory venture capital exit from that
company and its flotation on AIM in 1996. He became managing
director of Charterhouse Communications plc in 1999.
Peter William Riley (Aged 72)
Peter qualified as a solicitor in 1969 and in that year became
partner of Mitchells, Solicitors. In 1977, he became a partner in
his present solicitor practice, Daybells, where he specialises in
property law with an emphasis on large commercial properties.
Ian Cameron-Mowat (Aged 66)
Ian has a BSc 1st degree in electronics and was involved in the
early development of computers at Burroughs Machines. He is
currently a consultant radiologist to a NHS Trust.
Management and Administration
Registered Office 4thFloor,
50 Mark Lane
London EC3R 7QR
Company Secretary Tricor Secretaries Limited
4th Floor,
50 Mark Lane
London EC3R 7QR
Registrar Neville Registrars Limited
Neville House
18 Laurel Lane
Halesowen
West Midlands B63 3DA
Solicitors Dundas & Wilson
5th Floor, Northwest Wing
Bush House
Aldwych
London WC2B 4EZ
Investment Manager and Broker MD Barnard & Company Ltd
17-21 New Century Road
Laindon, Essex SS15 6AG
Auditor & VCT Status Adviser UHY Hacker Young LLP
Quadrant House
4 Thomas More Square
London E1W 1YW
Directors
Geoffrey Gamble (Chairman)
Michael David Barnard
Peter William Riley
Ian Cameron-Mowat
All directors are non-executive.
Audit Committee:
Geoffrey Gamble (Chairman)
Peter William Riley
Ian Cameron-Mowat
Strategic Report
Activities and status
The principal activity of the company during the year was the
making of long-term equity and loan investments in unquoted and AIM
traded companies in the United Kingdom. The company has been listed
on the London Stock Exchange since 4 April 2007 and has been
granted approval by the Inland Revenue as a Venture Capital Trust.
The Chairman's Statement on page 2 and the Investment Manager's
Review below give a review of developments during the year and of
future prospects.
The directors have managed the affairs of the company with the
intention that it will qualify for approval by the Inland Revenue
as a Venture Capital Trust for the purposes of Section 842AA of the
Income and Corporation Taxes Act 1988 ('the Act'). The directors
consider that the company was not at any time up to the date of
this report a close company within the meaning of Section 414 of
the Act.
Investment Manager's Review
Political events such as the EU referendum and the American
elections, where in both cases the eventual outcome surprised many
commentators, led to a decline of 3.7% in the net asset value of
the portfolio. However we are encouraged by the recovery of 6.84%
in the second half of the year and by the continued 11.3% increase
in the current year based on a net asset value of 69.96p as at 16th
March 2017. The nature of the VCT primarily being invested in
smaller UK companies, it lagged behind the AIM index which gained
14.21% in the period as the Index has exposure to the mining and
oil sector, and which also benefited from the weakness in
Sterling.
We made twelve qualifying investments, purchasing shares in
Immupharma, Photonstar LED, YU Group, Scancell, Medaphor,
Imginatik, Sys Group, LoopUp, Microsaic Systems, Faron, Cloudcall
and Creo Medical.
We sold or part sold twelve investments in the period.
The fund did not process a buyback as it has done previously as
the Board asked shareholders for their view on what they sought
from the fund in the future, and the outcome was increased dividend
payments.
Well documented market challenges persist, however although we
may experience some volatility in the months ahead now that the
Country has triggered Article 50 to formalise the process of
Britain leaving the EU, we feel well prepared for this and continue
to work hard to mitigate against this. Your portfolio holds some
well managed investments which we feel offers exciting prospects.
We therefore remain cautiously optimistic for the year ahead.
Investment Objective
New Century AIM VCT 2 PLC is a Venture Capital Trust ("VCT")
established under the legislation introduced in the Finance Act
1995. The company's principal objectives as set out in the
prospectus are to achieve long term capital growth through
investment in a diversified portfolio of Qualifying Companies
primarily quoted on AIM.
Principal risks and uncertainties
The company invests its funds primarily in unlisted companies
and companies traded on AIM, which entail a higher degree of risk
than investments in large listed companies. The main risk,
therefore, arising from the company's activities is market price
risk, representing the uncertain realisable values of the company's
investments. Please refer to note 22 to these accounts which gives
a detailed review of the company's risk management.
Environmental matters
Discussion in respect of environmental matters is not considered
relevant or material to an understanding of the performance of the
company. The company does not consider that Greenhouse Gas
Emissions disclosure is relevant to the company on the grounds of
immateriality due to it not having its own premises or
employees.
Key performance indicators
The financial key performance indicators are set out in the
financial summary on page 1.
Michael Barnard 24 April 2017
Investment Portfolio
Security Cost Valuation % %
31/12/2016 Cost Valuation
Qualifying 2,360,778 2,367,059 81.87 83.87
Investments
Non-qualifying 425,955 358,371 14.77 12.70
Investments
Uninvested 96,810 96,810 3.36 3.43
funds
2,883,543 2,822,240 100.00 100.00
Qualifying
Investments
AIM
Quoted
Marechale Capital 83,327 11,344 2.89 0.40
plc
HML Holdings 128,891 175,750 4.47 6.22
plc
TP Group 160,062 46,746 5.55 1.65
plc
Tristel 46,639 171,760 1.62 6.09
plc
Cyanconnode Holdngs 204,218 31,198 7.08 1.11
plc
M.Winkworth 56,280 68,600 1.95 2.43
plc
Inspired Energy 50,462 212,625 1.75 7.53
plc
Microsaic Systems 92,002 21,747 3.19 0.77
plc
Venn Life Sciences 155,184 137,959 5.38 4.89
Holdings plc
DP Poland 25,630 95,200 0.89 3.37
plc
Modern Water 50,256 6,000 1.74 0.21
plc
Quixant 9,247 68,000 0.32 2.41
plc
Blur Group 6,785 585 0.24 0.02
plc
Keywords Studios 25,162 104,803 0.87 3.71
plc
Sanderson Group 15,204 18,975 0.53 0.67
plc
Cloudbuy 41,896 3,083 1.45 0.11
plc
PHSC 50,256 30,000 1.74 1.06
plc
EU Supply 19,422 9,405 0.67 0.33
plc
Plastics Capital 33,168 39,600 1.15 1.40
plc
Sysgroup 45,232 39,750 1.57 1.41
plc
Brighton Pier 35,379 24,200 1.23 0.86
Group plc
Kalibrate Technologies 27,975 24,662 0.97 0.87
plc
Syqic 26,546 6,390 0.92 0.23
plc
Martinco 50,253 61,000 1.74 2.16
plc
Solid State 35,248 63,036 1.22 2.23
plc
Audioboom Group 22,615 37,500 0.78 1.33
plc
Scholium Group 40,203 13,600 1.39 0.48
plc
Rosslyn Data 23,218 6,300 0.81 0.22
Technologies
plc
Coral Products 25,104 34,225 0.87 1.21
plc
SRT Marine Systems 18,093 40,000 0.63 1.42
plc
ULS Technology 18,091 43,200 0.63 1.53
plc
Gfinity 50,405 38,350 1.75 1.36
plc
Premier Technical 52,420 82,246 1.82 2.91
Services
Group plc
Angle 75,128 55,200 2.61 1.96
plc
Bilby 52,465 54,900 1.82 1.95
plc
Security Cost Valuation % %
31/12/2016 Cost Valuation
Qualifying
Investments
AIM
Quoted
Hunters Property 50,253 64,000 1.74 2.27
plc
Satellite Solutions 55,027 97,333 1.91 3.45
Worldwide
Group plc
Tekcapital 60,304 99,000 2.09 3.51
plc
Falanx Group 23,923 11,900 0.83 0.42
Ltd
Premaitha Health 40,204 16,000 1.39 0.57
plc
Photonstar LED 15,079 7,500 0.52 0.27
Group plc
Yu Group 20,504 36,165 0.71 1.28
plc
Scancell Holdings 20,506 17,400 0.71 0.62
plc
Medaphor Group 25,129 15,555 0.87 0.55
plc
Imaginatik 20,104 16,800 0.70 0.60
plc
Loopup Group 20,104 23,600 0.70 0.84
plc
Faron Pharmaceuticals 20,103 20,800 0.70 0.74
Ltd
Cloudcall Group 20,230 23,100 0.70 0.82
plc
Creo Medical 37,691 39,967 1.31 1.42
Group plc
2,281,627 2,367,059 79.12 83.87
Qualifying
Investments
Unlisted
Litebulb Group 51,008 0 1.77 0.00
Ltd
Outsourcery 28,143 0 0.98 0.00
plc
79,151 0 2.75 0.00
Total qualifying 2,360,778 2,367,059 81.87 83.87
investments
Non Qualifying
Investments
AIM
Quoted
Sanderson Group 10,398 17,250 0.36 0.61
plc
Rotala 27,683 32,200 0.96 1.14
plc
Tristel 60 152 0.00 0.01
plc
China Food 31,547 1,100 1.09 0.04
Co plc
TLA Worldwide 26,975 30,000 0.94 1.06
plc
Mar City 10,053 4,500 0.35 0.16
plc
Audioboom Group 1,163 250 0.04 0.01
plc
Mountfield 9,556 6,000 0.33 0.21
Group plc
Be Heard Group 10,040 9,275 0.35 0.33
plc
Oakley Capital 10,374 11,372 0.36 0.40
Investments
plc
EVR Holdings 34,994 120,000 1.21 4.25
plc
Yolo Leisure & 12,798 6,375 0.44 0.23
Technology plc
185,641 238,474 6.43 8.45
Investment Portfolio
Security Cost Valuation % %
31/12/2016 Cost Valuation
UK listed
Investec plc 169,416 87,863 5.88 3.11
British American Tobacco plc 8,841 18,484 0.31 0.66
Twentyfour Income Fund Ltd 9,852 9,100 0.34 0.32
188,109 115,447 6.53 4.09
Unlisted Investments
Merchant House Group Ltd 20,103 3,000 0.70 0.11
Litebulb Group Ltd 21,897 0 0.76 0.00
Sorbic International plc 10,205 1,450 0.35 0.05
52,205 4,450 1.81 0.16
Total non-qualifying investments 425,955 358,371 14.77 12.70
Top Ten Investments
Security Cost Valuation %
Inspired Energy plc 50,462 212,625 7.53
HML Holdings plc 128,891 175,570 6.22
Tristel plc 46,639 171,760 6.09
Venn Life Sciences Holdings plc 155,184 137,959 4.89
EVR Holdings plc 34,994 120,000 4.25
Keywords Studios plc 25,162 104,803 3.71
Tekcapital plc 60,304 99,000 3.51
Satellite Solutions Worldwide Group plc 55,027 97,333 3.45
DP Poland plc 25,630 95,200 3.37
Investec plc 169,416 87,863 3.11
The investments tabulated above are expressed as a percentage by
valuation of the company's investment portfolio including
uninvested cash.
Directors' ReportThe directors present their report and the
audited accounts for the year to 31 December 2016.
Results and dividend
Year to Year to
31 December 2016 31 December 2015
Revenue Capital Revenue Capital
GBP'000 GBP'000 GBP'000 GBP'000
(Loss)/Return on ordinary (1) (26) 6 269
activities
after taxation
Appropriated as follows:
Interim dividend paid
Revenue - nil p - - - -
Capital - nil p - - - -
Final dividend paid in
respect of prior year
Revenue - 0.00p (0.00p) - - - -
per share
Capital - 1.50p (1.25p) - (81) - (77)
per share
Transfers to reserves (1) (118) 6 192
Directors
The directors of the company who served throughout the year and
their interests in the issued ordinary shares of 10p of the company
are as follows:
Year ended Year ended
31 December 2016 31 December 2015
Michael David Barnard 362,795 362,795
Geoffrey Gamble 95,723 95,723
Peter William Riley 3,000 3,000
Ian Cameron-Mowat 32,172 67,065
All of the directors' share interests shown above are held
beneficially. There have been no changes in the directors' share
interests between 31 December 2016 and the date of this report.
Brief biographical notes on the directors are given on page 3.
The director, retiring in accordance with the Company's Articles of
Association, Michael Barnard, who being eligible will offer himself
for re-election at the forthcoming annual general meeting. The
directors believe his experience in small companies is a great
benefit to the Board and recommend his re-election.
None of the directors has a contract of service with the company
and, except as mentioned below under the heading "Management",
there were no contracts that subsisted during the year in which a
director was materially interested and which was significant in
relation to the company's business.
Management
MD Barnard & Company Ltd has acted as investment manager to
the company since inception. The principal terms of the Investment
Management Agreement are set out in Note 6 to the Accounts.
VCT status monitoring
The company has engaged UHY Hacker Young LLP to advise it on
compliance with the VCT legislation. UHY Hacker Young LLP reviews
the company's investment portfolio to monitor ongoing VCT
compliance. UHY Hacker Young LLP works closely with the investment
manager, but reports directly to the Board of the company.
Substantial shareholdings
The company has been notified, in accordance with Chapter 5 of
FCA's Disclosure and Transparency Rules, of the under noted
interests as at 31 December 2016 of 3 per cent shareholders and
above:
M.D. Barnard 362,795
N. Shanks 315,821
I.A. Houston 200,000
D.M. Trotman 180,000
Platform Securities Nominees 172,065
J.R. Atkinson 152,365
R.S. Like 145,800
A. Lanza 140,955
Acquisition of own shares
During the year the company did not make any acquisition of its
own shares.
Structure of the company's capital
The company only has one class of ordinary share and each share
has attached to them full voting rights, dividends and capital
distribution rights (including on a winding up) and do not confer
any rights of redemption.
Appointment of Directors
The Directors are subject to re-election with one third of the
Directors being re-elected annually at the AGM.
Creditor payment policy
The company's payment policy is to agree terms of payment before
business is transacted and to settle accounts in accordance with
those terms. The company's principal expenses such as investment
management fees and administration fees are paid quarterly in
arrears in accordance with the respective agreements. Accordingly
the company had no material trade creditors at the year-end.
Post balance sheet events
Details of the post balance sheet events are set out in note
27.
Annual general meeting
Notice of the annual general meeting is set out on page 39.
Auditors
In accordance with Section 485 of the Companies Act 2006, a
resolution proposing that UHY Hacker Young LLP be reappointed as
auditors of the Company and that the Directors be authorised to
determine their remuneration will be put to the next Annual General
Meeting.
Statement of disclosure to auditors
So far as the directors are aware:
1. there is no relevant audit information of which the Company's
auditors are unaware; and
2. the directors have taken all steps that they ought to have
taken to make themselves aware of any relevant audit information
and to establish that the auditors are aware of that
information.
By Order of the Board
Michael Barnard 24 April 2017
Directors' Remuneration Report
The Board has prepared this report in accordance with the
requirements of the Companies Act 2006. A resolution to approve
this report will be put to the members at the Annual General
Meeting to be held on Friday 23 June 2017.
Directors' remuneration policy
The company does not have any executive directors and, as
permitted under the Listing Rules, has not, therefore, established
a remuneration committee. Directors, with the exception of the
chairman, do not receive any remuneration or fees.
The directors shall be paid by the company all travel, hotel and
other expenses they may incur in attending meetings of the
directors or general meetings or otherwise in connection with the
discharge of their duties. Any director who, by request of the
directors, performs special services may be paid such extra
remuneration as the directors may determine.
Directors' remuneration (audited)
None of the Directors received any remuneration from the company
during the year under review, with the exception of the chairman,
who received a fee of GBP1,250.
No other emoluments or pension contributions were paid by the
company to, or on behalf of, any director. None of the directors
has a service contract with the company. It is expected that, with
the exception of the chairman, the directors will continue not to
receive any remuneration for their services in the forthcoming
years.
Performance
The directors consider that the most appropriate measure of the
company's performance is its Cumulative Value of Shareholder
Investment (net asset value plus cumulative dividends). The
company's Cumulative Value of Shareholder Investment at 31 December
2015 and 31 December 2016 is set out in the Financial Summary on
page 1.
Total shareholder return
[graph omitted]
The above graph shows the company's total shareholder return
compared to that of the FTSE AIM All Share Index total return for
the period since listing on the London Stock Exchange.
By Order of the Board
Michael Barnard 24 April 2017
Corporate Governance
The directors support the relevant principles of the UK
Corporate Governance Code issued in April 2016 by the Financial
Reporting Council, being the principles of good governance and the
code of best practice as set out in the Main Principles of the Code
annexed to the Listing Rules of the Financial Conduct
Authority.
The UK Corporate Governance Code is available at the following
location:
www.frc.org.uk/corporate/ukcgcode.cfm
Going Concern
Bearing in mind that the assets of the company consist mainly of
marketable securities, the directors are of the opinion that at the
time of approving the accounts, the company has adequate resources
to continue in operational existence for the foreseeable future.
For this reason, they continue to adopt the going concern basis in
preparing the accounts.
The Board
The company is led and controlled by a Board of directors who
are all non-executives and who have had relevant experience with
quoted companies prior to their appointment. The Chairman is
Geoffrey Gamble. Biographical details of all Board members are
shown on page 3.
One third of the Directors are subject to re-election at each
AGM by rotation.
During the year the following were held:
4 full board meetings 1 Audit Committee meeting
All members attended all All members attended the meeting with the
meetings with the exception of Mr. Cameron-Mowat.
exception of Mr. Riley
on one occasion.
All directors had relevant experience with quoted companies
prior to their appointment and it was therefore not thought
necessary to provide further training in respect of their
obligations and duties.
The Board has also established procedures whereby directors
wishing to do so in the furtherance of their duties may take
independent professional advice at the company's expense.
All directors have access to the advice and services of the
Company Secretary. The Company Secretary provides the Board with
full information on the company's assets and liabilities and other
relevant information requested by the Chairman, in advance of each
Board meeting.
The Board believes that it presents a balanced and
understandable assessment of the company's position and prospects.
The Audit Committee meets at least once a year. Under the
chairmanship of a non-executive director, its membership comprises
all the non-executive directors with the exception of the
representative of the investment manager. During the year the Audit
Committee was chaired by Mr Gamble. The Audit Committee reviews the
accounts and is reported to by the external auditors. The audit
committee did not identify or consider any significant issues
relating to the financial statements as substantially all the
investments are valued by reference to publicly quoted prices.
Further, the Audit Committee keeps under review the cost
effectiveness, independence and objectivity of the auditors. A
formal statement of independence is received from the external
auditors each year.The terms of reference of the audit committee
are available for inspection at the company's registered
office.
The investment manager is authorised and regulated by the
Financial Conduct Authority and the directors have an opportunity
to review their own auditors' review of their financial
controls.
Relations with shareholders
The Chairman is the company's principal spokesman with
investors, fund managers, the press and other interested
parties.
Shareholders will have the opportunity to meet the Board at the
AGM. The Board is also happy to respond to any written queries made
by shareholders during the course of the year, or to meet with
major shareholders if so requested.
In addition to the formal business of the AGM, representatives
of the management team and the Board are available to answer any
shareholder queries.
Separate resolutions are proposed at the AGM on each
substantially separate issue. The Registrars collate proxy votes
and the results (together with the proxy forms) are forwarded to
the Company Secretary immediately prior to the AGM. In order to
comply with the Governance Code, proxy votes will be announced at
the AGM, following each vote on a show of hands, except in the
event of a poll being called. The notice of the next AGM and proxy
form can be found at the end of these accounts.
Financial Reporting
The directors' statement of responsibilities for preparing the
financial statements is set out on page 19, and a statement by the
auditors about their reporting responsibilities is set out in the
Auditors' Report on page 21.
Internal control
The directors are responsible for the company's system of
internal control. Although no system of internal control can
provide absolute assurance against material misstatement or loss,
the company's systems are designed to provide the directors with
reasonable assurance that problems are identified on a timely basis
and dealt with appropriately.
The directors have conducted a review of the effectiveness of
the system of internal control for the year covered by the
financial statements. This accords with the FRC's guidance on Risk
Management, Internal Control and Related Financial and Business
Reporting.
Although the Board is ultimately responsible for safeguarding
the assets of the company, the Board has delegated, through written
agreements, the day-to-day operation of the company to M D Barnard
& Co. Limited.
Compliance statement
The Listing Rules require the Board to report on compliance with
the Governance Code provisions throughout the accounting year. The
Comply or Explain directions of the Governance Code does however
acknowledge that some provisions may have less relevance for
investment companies. With the exception of the limited items
outlined below, the Company has complied throughout the accounting
year to 31 December 2016 with the provisions set out in Sections A
to E of the Governance Code.
1. The Board has not appointed a nominations committee as they
consider the Board to be small and it comprises wholly
non-executive directors. Appointments of new directors are dealt
with by the full Board.
2. 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.
3. 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.
4. The company has three independent directors, as defined by
the Governance Code issued in April 2016 The board consider that
Messrs. Gamble, Riley and Cameron-Mowat are independent in
character and judgement and there are no relationships or
circumstances which are likely to affect, or could appear to affect
the directors' judgement. The Board considers that all directors
have sufficient experience to be able to exercise proper judgement
within the meaning of the Governance Code.
5. The company does not have a chief executive officer or senior
independent director. The Board does not consider this to be
necessary for the size of the company.
6. The company does not conduct 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.
7. The Audit Committee is chaired by Geoffrey Gamble, Chairman
of the Board of directors, whom the board regard as independent
despite recommendations to the contrary in the Governance Code due
to his being Chairman of the Board of directors.
8. The non-executive directors do not have service contracts,
whereas the recommendation is for fixed term renewable
contracts.
9. The company has no major shareholders so shareholders are not
given the opportunity to meet any new non-executive directors at a
specific meeting other than the annual general meeting.
Statement of directors' responsibilities
United Kingdom company law requires the directors to prepare
financial statements for each financial year which give a true and
fair view of the state of affairs of the company as at the end of
the financial year and of the revenue of the company for that
period. In preparing those financial statements, the directors are
required to:
-select suitable accounting policies and apply them
consistently;
-make judgements and estimates that are reasonable and
prudent;
-state whether applicable accounting standards have been
followed; and
-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 ensuring that proper
accounting records are kept, which disclose with reasonable
accuracy at any time the financial position of the company,
enabling them to ensure that the financial statements comply with
the Companies Act 2006. They are also responsible for the company's
system of internal control, for safeguarding the assets of the
company and for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
Responsibility statement
The directors confirm that to the best of their knowledge:
1. the financial statements, prepared in accordance with United
Kingdom Accounting Standards (United Kingdom Generally Accepted
Accounting Practice), give a true and fair view of the assets,
liabilities, financial position and profit or loss of the company;
and
2. the Directors' report includes a fair review of the
development and performance and position of the company, together
with a description of the principal risks and uncertainties that it
faces.
By Order of the Board
Michael Barnard 24 April 2017
Independent Auditors' Report to the members ofNew Century AIM
VCT 2 plc
Opinion on the financial statements
In our opinion the financial statements:
-- give a true and fair view of the state of the company's affairs as at
31 December 2016 and of the company's loss for the year then
ended;
-- have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
-- have been prepared in accordance with the requirements of the
Companies Act 2006.
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 auditors' 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.
We have audited the financial statements of New Century AIM VCT
2 plc for the year ended 31 December 2016 which comprise the
Statement of Comprehensive Income, the Balance Sheet, the Statement
of Changes in Equity, the Cash Flow Statement and the related
notes. The financial reporting framework that has been applied in
their preparation is applicable law and United Kingdom Accounting
Standards (United Kingdom Generally Accepted Accounting
Practice).
Our assessment of risks of material misstatements
We identified the following risks that we believe have had the
greatest impact on our audit strategy and scope:
-- The carrying value of the investments and the recognition of realised
and unrealised gains and losses. The investment portfolio
and
associated realised and unrealised gains and losses is the key
driver
to the financial performance of the company and has the
greatest
impact on both the income statement and balance sheet.
-- Compliance with the VCT rules is necessary to maintain the VCT status
and associated tax benefits.
-- Management override of controls is considered to be a significant risk
for all audit engagements as required by auditing standards.
-- Auditing standards require that revenue recognition is considered a
significant risk other than in exceptional circumstances.
Our application of materiality
We apply the concept of materiality both in planning and
performing our audit, and in evaluating the effect of misstatements
on our audit and on the financial statements. We define financial
statement materiality as the magnitude by which misstatements,
including omissions, could influence the economic decisions taken
on the basis of the financial statements by reasonable users.
We also determine a level of performance materiality which we
use to determine the extent of testing needed to reduce to an
appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds materiality for
the financial statements as a whole.
We determined materiality for the financial statements as a
whole to be GBP42,000. In determining this we based our assessment
on an average of three key indicators, being the return before tax,
the net assets and gross assets of the company. On the basis of our
risk assessment, together with our assessment of the Company's
control environment, our judgement is that performance materiality
for the financial statements should be 75% of materiality, being
GBP31,500.
An overview of the scope of our audit
The approach we took to the assessed risks described above was
as follows:
-- We tested the value of the year-end investments by reference to market
price information at the year-end. The purchase and sale of
investments were agreed to contract notes and cash movements on
a
sample basis. The realised gains and losses on the sale of
investments
were re-calculated for both the individual transactions on a
sample
basis and for the total portfolio.
The movement in unrealised gains was checked for arithmetical
accuracy and validated by reviewing the opening costs to prior year
balances and purchases on a sample basis.
The portfolio is maintained by the investment advisor in
accordance with the investment management agreement. We agreed the
investment portfolio to a signed confirmation provided by the
investment advisor detailing each investment, the cost and market
price.
-- Our work in respect of the compliance with the VCT rules involved
testing the eight conditions for maintaining approval as a VCT
as set
out by HMRC. Each of the conditions was tested in turn in order
to
assess whether it had been met as at the year-end.
-- We have reviewed the transactions in the year for unusual items
outside the ordinary course of business and agreed journals
raised as
relevant to the company's business.
-- We tested the investments held in the year on a sample basis and
agreed the dividends issued from the investments to revenue
recognised
in the year.
Scope of the audit of the accounts
A description of the scope of an audit of financial statements
is provided on the FRC's web-site at
www.frc.org.uk/auditscopeukprivate.
Respective responsibilities of directors and auditors
As explained more fully in the Statement of Directors'
Responsibilities set out on page 19, the directors are responsible
for the preparation of the financial statements and for being
satisfied that they give a true and fair view. Our responsibility
is to audit the financial statements in accordance with applicable
law and International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing Practices Board's
(APB's) Ethical Standards for Auditors.
Opinion on other matters prescribed by the Companies Act
2006
In our opinion:
-- the part of the Directors' Remuneration Report to be audited has been
properly prepared in accordance with the Companies Act 2006;
-- the information given in the Strategic Report and the Directors'
Report for the financial year for which the accounts are
prepared is
consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the International Standards on Auditing (UK and Ireland),
we are required to report to you if, in our opinion, information in
the financial statements 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
-- is otherwise misleading.
In particular, we are required to consider whether we have
identified any inconsistencies between our knowledge acquired
during the audit and the directors' statement that they consider
the annual report fair, balanced and understandable and whether the
annual report appropriately discloses those matters that we
communicated to the audit committee which we consider should have
been disclosed.
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 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.
Under the Listing Rules we are required to review:
-- the directors' statement, set out on page 17, in relation to going
concern; and
-- the part of the Corporate Governance Statement relating to the
company's compliance with the nine provisions of the UK
Corporate
Governance Code specified for our review; and
-- certain elements of the report to the shareholders by the Board on
directors' remuneration.
Colin Jones (Senior statutory auditor)
for and on behalf of UHY Hacker Young
Chartered Accountants
Statutory Auditors
Quadrant House
4 Thomas More Square
London, E1W 1YW
24 April 2017
Statement of Comprehensive Income
(incorporating the revenue account)
for the year to 31 December 2016
Year ended Year ended
31 December 2016 31 December 2015
Notes Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Gains/(losses)
on
investments
- - 29 29 - 133 133
realised
- - (34) (34) - 160 160
unrealised
Income 5 50 - 50 52 - 52
Investment 6 (7) (21) (28) (8) (24) (32)
management
fee
Other 7 (44) - (44) (38) - (38)
expenses
________ ________ ________ ________ ________ ________
(Loss)/return (1) (26) (27) 6 269 275
on
ordinary
activities
before
taxation
Tax - - - - - -
charge 9
on
ordinary
activities
________ ________ ________ ________ ________ ________
(Loss)/return (1) (26) (27) 6 269 275
on
ordinary
activities
after
taxation
======= ======= ======= ======= ======= =======
(Loss)/return 11 (0.02) (0.56) (0.58) 0.13 5.27 5.40
per
ordinary
share
(pence)
======= ======= ======= ======= ======= =======
The notes on pages 27 to 37 form an integral part of these
financial statements.
All revenue and capital items in the above statement are from
continuing operations in the current year. No operations were
acquired or discontinued in the current year. Other than that shown
above, the company had no recognised gains or losses. Accordingly,
the above represents the total comprehensive income for the
year.
Balance Sheet
at 31 December 2016
As at As at
Note 31 December 2016 31 December 2015
GBP'000 GBP'000
Fixed assets
Investments 12 2,725 2,878
Current assets
Debtors 15 97 51
Current liabilities
Creditors: amounts falling 16 (17) (16)
due within one year
2,805 2,913
Capital and reserves
Called up share capital 17 461 461
Share premium 57 57
Capital Redemption Reserve 171 171
Capital reserve - 3,440 -
distributable
Capital reserve - realised (1,725) (1,054)
Capital reserve (127) 2,668
- unrealised
Revenue reserve 528 610
Total equity shareholders' 2,805 2,913
funds
Net asset value per ordinary share 18 61p 63p
The financial statements on pages 23 to 37 were approved by the
Board of directors on xxxxxx 2017 and were signed on its behalf
by:
Michael Barnard
Director
The notes on pages 27 to 37 form an integral part of these
financial statements.
Company's registered number: 06054576
Statement of Changes in Equity
at 31 December 2016
Called-up Share Capital Capital Capital Capital Revenue Total
share premium redemption distributable realised unrealised reserve
capital account reserve
GBP GBP GBP GBP GBP GBP GBP
As 512 57 120 - (800) 2,145 995 3,029
at 1 January
2015
Share (51) - 51 - - - (314) (314)
buy-back
Realised - - - - 133 - - 133
gains
on
disposals
Unrealised - - - - - 160 - 160
gains
Transfer of - - - (363) 363 - -
unrealised
loss
to realised
on disposal
of
investment
Net revenue - - - - - - 6 6
before tax
Capital - - - - (24) - - (24)
element
of
investment
management
fee
Dividends - - - - - - (77) (77)
paid
_______ _______ _______ _______ ________ ________ ________ _______
At 461 57 171 - (1,054) 2,668 610 2,913
31 December
2015
As 461 57 171 - (1,054) 2,668 610 2,913
at 1 January
2016
Realised - - - - 29 - - 29
gains
on
disposals
Unrealised - - - - - (34) - (34)
gains
Inter - - - 3,440 (587) (2,853) - -
reserve
transfer
Transfer of - - - - (92) 92 - -
unrealised
loss
to realised
on disposal
of
investment
Net loss - - - - - - (1) (1)
before
tax
Capital - - - - (21) - - (21)
element
of
investment
management
fee
Dividends - - - - - - (81) (81)
paid
_______ _______ _______ _______ ________ ________ ________ _______
At 461 57 171 3,440 (1,725) (127) 528 2,805
31 December
2016
The notes on pages 27 to 37 form an integral part of these
financial statements.
Cash Flow Statement
for the year to 31 December 2016
Year ended Year ended
Note 31 December 2016 31 December 2015
GBP'000 GBP'000
Cash flow from
operating
activities
Cash outflow from 21 (72) (71)
operations
Net cash outflow from (72) (71)
operating activities
Cash flows from
investing
activities
Interest received - 1
Investment income 50 51
Net cash from investing 50 52
activities
Cash flows from
financing
activities
Sale of investments 413 1,120
Purchase of investments (265) (683)
Share Capital - (314)
repurchase
Dividend paid (81) (77)
Net cash from financing 67 46
activities
Net increase in cash 46 27
and cash equivalents
51 24
Cash and cash
equivalents
at the beginning
of year
Cash and cash 97 51
equivalents
at the end of year
The notes on pages 27 to 37 form an integral part of these
financial statements.
Notes to the Financial Statements
for the year to 31 December 2016
1.Company information
New Century AIM VCT 2 PLC is a UK incorporated company whose
registered office is:
4th Floor
50 Mark Lane
London EC3R 7QR
New Century AIM VCT 2 PLC is a Venture Capital Trust established
under the legislation introduced in the Finance Act 1995. The
company's principal objective is to achieve long term capital
growth through investment in a diversified portfolio of qualifying
companies primarily quoted on AIM.
2.Basis of preparation
The financial statements have been prepared in accordance with
applicable United Kingdom law and accounting standards and with the
Financial Reporting Council's Financial Reporting Standard FRS 102
and with the Statement of Recommended Practice for Investment
Companies re-issued by the Association of Investment Companies in
November 2014 and updated in January 2017.
Going Concern basis - on the basis that the assets of the
company consist mainly of marketable securities, the directors are
of the opinion that at the time of approving the accounts, the
company has adequate resources to continue in operational existence
for the foreseeable future. For this reason, they continue to adopt
the going concern basis in preparing the accounts.
The financial statements are presented in Sterling.
3.Significant estimates and judgements
As the company's investment holdings, which comprise almost 99%
of its total assets, are stated at market value based on the
closing prices of the London Stock Exchange, the directors do not
believe that there is any inherent uncertainty in their
presentation of these amounts, and that in their judgement, market
value and fair value may be regarded as identical for the purpose
of these accounts.
4.Accounting policies
Investments
Listed or AIM traded investments are stated at market value,
which is based upon market bid prices at the balance sheet date. In
the event that the shares held by the company are subject to
certain restrictions, or the holding is significant in relation to
the traded issued share capital of the investee company then the
directors may apply a discount to the relevant market price.
Investments in unquoted companies are valued by the directors in
accordance with British Venture Capital Association ("BVCA")
guidelines.
Notes to the Financial Statements
for the year to 31 December 2016
4.Accounting policies (continued)
Investments (continued)
Realised surpluses or deficits on the disposal of investments
and permanent impairments in the value of investments are taken to
realised capital reserves. Unrealised surpluses and deficits on the
revaluation of investments are taken to unrealised capital
reserves. Costs incurred relating to acquisitions and disposals are
charged to capital reserves as a deduction from proceeds or an
addition to costs.
It is not the company's policy to exercise controlling or
significant influence over investee companies, although it may hold
a significant interest in some companies. Accordingly, the results
of these companies are not incorporated into the revenue account
except to the extent of any income earned or received.
Income
Dividend income receivable from quoted securities is recognised
on the ex-dividend date. Income from unquoted equity and non-equity
securities is recognised on an accruals basis except that a full
provision is made until the receipt of the income is certain.
Interest from cash and deposits and fixed returns on debt
securities are recognised on an accruals basis.
Expenses
All expenses are accounted for on an accruals basis. One quarter
of the investment management fee is charged to the revenue account
and the remaining three quarters is charged to capital reserves,
net of corporation tax relief, and inclusive of any irrecoverable
value added tax. The allocation of the management fee reflects the
directors' estimate of the source of the long-term returns in the
portfolio from revenue and capital.
Taxation
The tax currently payable is based on taxable profit for the
year. Taxable profit differs from net profit as reported in the
statement of comprehensive income because it excludes items of
income or expense that are taxable or deductible in other years and
it further excludes items that are never taxable or deductible. The
company's liability for current tax is calculated using tax rates
that have been enacted or substantively enacted by the reporting
end date.
Notes to the Financial Statements
for the year to 31 December 2016
5.Income
Year ended Year ended
31 December 2016 31 December 2015GBP'000
GBP'000
Interest receivable
- - -
listed fixed interest
securities
- unquoted investment - -
portfolio
- bank deposits and - 1
liquid funds
- 1
Other income
Dividends receivable 50 51
50 52
6.Investment management fees
Year ended Year ended
31 December 2016 31 December 2015
Revenue Capital Revenue Capital
GBP'000 GBP'000 GBP'000 GBP'000
Investment management fees 7 21 8 24
MD Barnard & Company Limited ("MDB") provides investment
management services to the company in respect of the company's
portfolio of venture capital investments under an investment
management agreement dated 12 March 2007. Michael Barnard who is a
non-executive director of the company is the owner and managing
director of MDB.
Under the terms of the investment management agreement, MDB is
entitled to a fee (exclusive of VAT) equal to 1% per annum of the
net assets of the company. The fee is calculated quarterly in
arrears based on the net assets at 31 March, 30 June, 30 September
and 31 December. During the year ended 31 December 2016, the fee
payable to MD Barnard & Company equated to 1% per annum of net
assets. No performance fee is payable.
The investment management agreement is for a minimum period of
three years from 12 March 2007 terminable by either party at any
time thereafter by one year's prior written notice.
Notes to the Financial Statements
for the year to 31 December 2016
7.Other expenses
Year ended Year ended
31 December 2016 31 December 2015GBP'000
GBP'000
Administrative and 18 15
secretarial
services
Auditors' 10 9
remuneration
-for tax services 4 2
Regulatory fees 12 12
44 38
8.Directors' remuneration
The chairman received GBP1,250 remuneration in the year. No
other remuneration has been paid or is payable for the year to 31
December 2016 or in respect of the prior year.
9.Tax charge on ordinary activities
Year ended Year ended
31 December 2016 31 December 2015
Revenue Capital Revenue Capital
GBP'000 GBP'000 GBP'000 GBP'000
United Kingdom tax based on the
taxable profit for the year
- Current year - - - -
- Prior year - - - -
- - - -
Factors affecting tax
charge for the year
(Loss)/return on ordinary (1) (27) 6 269
activities
before taxation
Tax on above at the - (5) 1 54
small company
rate of 20% (2015: 20%)
UK dividends not subject (10) - (10) -
to corporation tax
Non-deductible losses - 3 - (58)
on investment
Non allowable expenses - - - -
Unutilised/(utilised) losses 10 2 9 4
Current tax charge for the year - - - -
The company has unrelieved losses amounting to approximately
GBP641,000 (2015: GBP568,000) which are available to carry forward
for tax purposes which it can set off against future profits. No
deferred tax asset has been recognised in respect of these losses
in view of the company's history of losses.
Notes to the Financial Statements
for the year to 31 December 2016
10.Dividends
Year ended Year ended
31 December 2016 31 December 2015GBP'000
GBP'000
Capital dividend paid 81 77
81 77
On 14 th April 2017 the directors proposed a dividend in respect
of the year ended 31 December 2016 of GBP138,208.59 representing
3.00p per ordinary share.
11.Loss per ordinary share
The revenue loss, per ordinary share, is based on the net loss
on ordinary activities after taxation of GBP1,077 (2015: GBP6,460)
and on 4,606,953 (2015: 5,090,788) ordinary shares, being the
weighted average number of ordinary shares in issue during the
year.
The total loss per ordinary share is based on a net loss after
taxation of GBP27,027 (2015: net profit GBP275,050) and on
4,606,953 (2015: 5,090,788) ordinary shares, being the weighted
average number of ordinary shares in issue during the year.
12.Fixed asset investments
As at As at
31 December 2016 31 December 2015GBP'000
GBP'000
UK listed 115 139
AIM 2,606 2,735
Unlisted 4 4
2,725 2,878
Movements in investments, including realised and unrealised
gains and losses, during the year are summarised as follows:
Year ended 31 December 2016
UK Listed AIM Un-listed Total
GBP'000 GBP'000 GBP'000 GBP'000
At 1 January 2016 139 2,735 4 2,878
Purchases 10 255 - 265
Transfers - (17) 17 -
149 2,973 21 3,143
less: Sales (38) (375) - (413)
111 2,598 21 2,730
Realised period gains 5 24 - 29
Unrealised holding losses (1) (16) (17) (34)
115 2,606 4 2,725
Cost at 31 December 2016 188 2,467 131 2,786
Notes to the Financial Statements
for the year to 31 December 2016
12.Fixed asset investments (continued)
Year ended 31 December 2015
UK Listed AIM Un-listed Total
GBP'000 GBP'000 GBP'000 GBP'000
At 1 January 2015 183 2,836 3 3,022
Purchases 70 613 - 683
253 3,449 3 3,705
less: Sales (136) (984) - (1,120)
117 2,465 3 2,585
Realised period gains 19 114 - 133
Unrealised holding gains 3 156 1 160
139 2,735 4 2,878
Cost at 31 December 2015 201 2,777 20 2,998
The overall gain on investments for the years shown in the
Income Statement is as follows:
Year ended Year ended
31 December 2016 31 December 2015GBP'000
GBP'000
Net realised gain 29 133
on disposal
(Decrease)/Increase (34) 160
in unrealised
appreciation
(5) 293
13.Venture capital investments
A full list of investments held is disclosed under Investment
Portfolio.
14.Significant interests
The Company did not hold more than 10% of the allotted equity
share capital of any class of any investee company.
Notes to the Financial Statements
for the year to 31 December 2016
15.Debtors
As at As at
31 December 2016 31 December 2015GBP'000
GBP'000
Uninvested funds
with broker:
MD Barnard & Co Ltd 97 51
16.Creditors
As at As at
31 December 2016 31 December 2015GBP'000
GBP'000
Trade creditors and accruals 17 16
17 16
17.Share capital
As at As at
31 December 2016GBP'000 31 December 2015GBP'000
Authorised
25,000,000 ordinary 2,500 2,500
shares of 10p each
Allotted, called up
and fully paid
4,606,953 (2015: 461 461
4,606,953)
ordinary
shares of 10p each
.
18.Net asset value per share
Net asset value per share is based on net assets at 31 December
2016 of GBP2,805,735 (31 December 2015 of GBP2,913,380) and on
4,606,953 ordinary shares (2015: 4,606,953 ordinary shares) in
issue at those dates.
19.Performance incentive arrangements
The Investment Manager is not entitled to any performance
incentive arrangements.
20.Reserves
Called up share capital represents the nominal value of shares
that have been issued.
Share premium account includes any premiums received on issue of
share capital. Any transaction costs associated with the issuing of
shares are deducted from share premium.
Capital redemption reserve relates to capital repurchased.
Capital reserve - distributable represents items of a capital
nature legally available for distribution
Capital reserve - realised represents surpluses or deficits on
the disposal of investments and permanent impairment in the value
of investments
Capital reserve - unrealised represents surpluses and deficits
on the revaluation of investments
Revenue reserve includes all current and prior period retained
profits and losses.
Notes to the Financial Statements
for the year to 31 December 2016
21.Notes to the cash flow statement
Net cash outflow from operating activities
Year ended Year ended
31 December 2016 31 December 2015
GBP'000 GBP'000
Operating
activity
(Loss)/Return on ordinary (27) 275
activities
Gains on sale of (29) (133)
investments
Investment (50) (52)
income
Unrealised gains 34 (160)
on investments
Decrease in - (1)
creditors
________ ________
(72) (71)
Cash and cash equivalents
Cash and cash equivalents comprise GBP96,810 (2015: GBP51,463)
of uninvested funds, held in a bank account with the investment
manager.
22.Risk management and financial instruments
A statement of the company's principal objectives is given
within the Strategic Report on page 6. In order to achieve these
objectives the company invests its funds primarily in qualifying
holdings in unlisted companies and companies traded on AIM, which
by their nature may entail a higher degree of risk than investments
in large listed companies. The company has not entered into any
derivative transactions, and does not expect to do so in the
foreseeable future. As a venture
22.Risk management and financial instruments (continued)
capital trust, the company invests in securities for the long
term, and it is the company's policy that no trading in investments
or other financial instruments shall be undertaken.
Market price risk
The main risks arising from the company's investing activities
are market price risk, representing the uncertain realisable values
of the company's investments. The directors aim to limit the risk
attaching to the portfolio as a whole by careful selection of
investments and by maintaining a wide spread of investments in
terms of financing stage, industry sector and geographical
location.
The assets of the company are held for the most part as listed
investments which carry market risk in the form of a single risk
variable - market price movement. The directors do not consider
that a risk analysis of that single risk variable will produce any
useful information beyond the obvious that downward movement in
share prices will result in a downward movement in the share values
and vice versa. For this reason, the directors do not consider it
appropriate to prepare a sensitivity analysis to market price
movement.
Interest rate risk
The company finances its activities through retained profits
including realisable capital profits, and through the issue of
equity shares. It has not entered into any borrowings. The
company's investment portfolio includes investments in interest
bearing securities in investee companies and in other fixed
interest securities. Details of interest bearing assets are given
below under Financial assets.
Liquidity risk
There is liquidity risk associated with unquoted investments,
which are not readily realisable.
Credit risk
Credit risk is the risk of a borrower defaulting on either an
interest payment or the capital sum of a loan. The company has not
made any loans to investee companies.
Notes to the Financial Statements
for the year to 31 December 2016
Currency risk
The company's assets and liabilities are denominated in
sterling.
Capital
The company's capital is provided in its entirety by its
shareholders in the form of ordinary shares.
The company's purpose and objective is the investment of its
capital funds in listed investments, primarily those quoted on the
Alternative Investment Market with a view to securing capital
appreciation over the long term.
There were no externally imposed capital requirements with which
the company had to comply during the year to 31 December 2016.
Notes to the Financial Statements
for the year to 31 December 2015
22.Risk management and financial instruments (continued)
Financial assets
The interest rate profile of the company's financial assets is
set out below:
Year ended Year ended
31 December 2016GBP'000 31 December 2015GBP'000
Fixed rate 3 4
Non-interest bearing 2,722 2,874
2,725 2,878
Fixed rate assets Year ended Year ended
31 December 2016GBP'000 31 December 2015GBP'000
Weighted average n/a n/a
interest rate
Weighted average years n/a n/a
to maturity
Non-interest bearing financial assets comprise equity share and
non-equity share investments in investee companies, cash held on
non-interest bearing deposit and debtors.
Fair values
The unlisted investments of the company are valued by the
directors in accordance with the guidelines issued by the British
Venture Capital Association, and the carrying values are considered
to approximate the fair value of the investments. The fair values
have also been determined in line with the fair value hierarchy as
set out in FRS 102 11.27.
23.Financial assets and liabilities
Year ended Year ended
31 December 2016 31 December 2015
GBP'000 GBP'000
Financial assets measured 2,725 2,878
at fair value
Financial assets measured 97 51
at amortised cost
Financial liabilities measured (17) (16)
at amortised cost
24.Related party transactions
New Century AIM VCT 2 plc is managed by M D Barnard & Co.
Limited.
Key management personnel are considered to be the directors.
Remuneration to directors is disclosed in note 8.
Notes to the Financial Statements
for the year to 31 December 2016
Notes to the Financial Statements
for the year to 31 December 2016
25.Capital commitments
There were no investments which were approved at the year-end
but which had not completed.
26.Control
New Century AIM VCT 2 plc is not under the control of any one
party or individual.
27.Post balance sheet events
On 14th April 2017 the directors proposed a dividend in respect
of the year ended 31 December 2016 of GBP138,208.59 representing
3.00p per ordinary share.
Shareholder Information
for the year to 31 December 2016
The Company
New Century AIM VCT 2 PLC was incorporated on 16 January 2007.
On 4 April 2007, the company obtained a listing on the London Stock
Exchange. A total of GBP5.745 million was raised (before expenses)
through an offer for subscription of new ordinary shares at 100p.
The company has been approved as a Venture Capital Trust by the
Inland Revenue.
The Investment Manager
New Century AIM VCT 2 PLC is managed by M D Barnard &
Company Limited, an independent fund management company based in
Laindon, Essex. M D Barnard & Company currently manages or
advises private client funds and venture capital funds totalling
approximately GBP25 million including New Century AIM VCT 2
PLC.
Venture Capital Trusts
Venture Capital Trusts (VCTs) were introduced in the Finance Act
1995 and are intended to provide a means whereby individual
investors can invest in small unquoted trading companies in the UK,
with incentives in the form of a number of tax benefits. From 6
April 2005, investors subscribing for new shares in a VCT have been
entitled to claim income tax relief of 30% on their investment,
irrespective of their marginal tax rate (up to a maximum investment
of GBP200,000 per tax year). The tax relief cannot exceed the
amount which reduces an investor's income tax liability to nil. In
addition all dividends paid by VCTs are tax free and disposals of
VCT shares are not subject to capital gains tax.
New Century AIM VCT 2 plc has been approved as a VCT by HM
Revenue and Customs. In order to maintain its approval the company
must comply with certain requirements on a continuing basis; in
particular, within three years from the date of provisional
approval at least 70% by value of the company's investments must
comprise "qualifying holdings", of which at least 30% by value must
be in eligible ordinary shares. A "qualifying holding" consists of
up to GBP1 million invested in any one year in new shares or
securities in an unquoted company which is carrying on a qualifying
trade and whose gross assets do not exceed GBP15 million at the
time of investment. For the purposes of these criteria, unquoted
companies include companies whose shares are traded on the
Alternative Investment Market ("AIM").
As with investment trusts, capital gains accruing to VCTs are
not chargeable gains for UK Corporation Tax purposes.
Financial calendar
Annual General Meeting 23 June 2017
Interim report for six months to 30 June 2017 August 2017
Preliminary announcement of results for the year to 31 December
2017 April 2018
Annual General Meeting 2018 June 2018
The shares will go ex-dividend on 15 June 2017; the proposed
dividend will be paid to shareholders on the share registrar as at
16 June 2017. The dividend will be paid on 14 July 2017.
Share price
The mid-market price of shares in New Century AIM VCT 2 PLC is
available daily on the London Stock Exchange website
(www.londonstockexchange.com).
View source version on businesswire.com:
http://www.businesswire.com/news/home/20170425006013/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
April 25, 2017 09:09 ET (13:09 GMT)
New Century Aim Vct 2 (LSE:NCA2)
Historical Stock Chart
From Apr 2024 to May 2024
New Century Aim Vct 2 (LSE:NCA2)
Historical Stock Chart
From May 2023 to May 2024