TIDMTP12
RNS Number : 9491O
TP12 (I) VCT PLC
17 October 2012
TP12(I) VCT plc
Interim Results
The directors of TP12(I) VCT plc are pleased to announce its
Interim results for the period to 31 August 2012.
For further information please contact Triple Point Investment
Management LLP on 020 7201 8989. The Interim report will be
available in full at www.triplepoint.co.uk
Financial Summary
Unaudited Unaudited
5 months ended 6 months ended
31 August 2012 31 March 2012
GBP'000 GBP'000
Net assets 4,153 -
Net loss before tax (37) -
-------------------------- --------------- ---------------
Net asset value per share 93.45p -
Loss per share (1.03p) -
-------------------------- --------------- ---------------
TP12(I) VCT plc ("the Company") is a Venture Capital Trust
("VCT"). The Investment Manager is Triple Point Investment
Management LLP ("TPIM"). The Company was incorporated on 19
September 2011 and raised GBP4.4 million when its offer for
subscription closed on 4 April 2012.
Chairman's Statement
I am writing to present the Company's Interim Financial Report
for the period ended 31 August 2012.
Results
During the period of this report, the Company's offer for
subscription closed on 4 April 2012 having received subscriptions
for GBP4,419,200 with the share proceeds net of costs being
GBP4,190,414. The Company was listed on 12 April 2012.
In line with its investment strategy, I am pleased to report
that the Company invested in VCT qualifying companies on 5 April
2012. These investments are in potentially cash generative
businesses in the renewable energy sector which are detailed in the
Investment Manager's Review. The swift completion of the Company's
investment programme means that the Company's VCT investment
portfolio at the time of writing stands at 96% of net assets,
comfortably satisfying the requirement of being 70% invested in
qualifying investments to secure its VCT status.
At 31 August 2012 the net asset value per share stood at 93.45p.
Over the period the Company made a loss of 1.03p per share. This is
partly due to pre-trading costs but primarily is a result of the
size of the portfolio which means that the running costs exceed
income, a situation which should be reversed by the merger proposal
detailed below.
Risks
The Board believes that the principal risks facing the Company
are:
-- investment risk associated with the VCT's portfolio of
unquoted investments;
-- failure to maintain approval as a qualifying VCT.
The Board believes these risks are manageable and, with the
Investment Manager, will work to minimise both the likelihood and
potential impact of these risks, within the scope of the Company's
investment strategy.
Merger
On 23 August 2012 the Board announced it had come to a
preliminary agreement with the boards of TP70 2008(I) VCT plc and
TP70 2008(II) VCT plc for the three VCTs to merge based on their
respective net asset values (the Merger). Detailed proposals for
the Merger were released on 16 October and, subject to shareholder
approval, are expected to become effective on 21 November 2012.
The benefits to the Company's shareholders from the Merger are
expected to be a lower cost burden and eventually (once
shareholders have retained their interests for the 5 years from the
original share issue in the Company in order to secure up-front
income tax relief) an easier exit. The shareholders would retain
their own fund of assets within the enlarged Company. Shareholder
approval of the proposed Merger is unanimously recommended by your
Company's Board.
If you have any queries or comments, please do not hesitate to
telephone Triple Point Investment Management LLP on 020 7201
8989.
Vaughan Williams
Chairman
TP12(I) VCT plc
17 October 2012
Investment Manager's Review
I am writing to you on behalf of Triple Point Investment
Management LLP with your Company's Investment Manager's Review.
I am pleased to report that the Company's investment programme
was executed as planned and its VCT qualifying investments were
made on 5 April 2012. These investments were in the renewable
energy sector and at the time of writing the VCT qualifying
investment portfolio makes up 96% of net assets.
Each of these investments is expected to meet Triple Point's
investment criteria, with projected revenues generated by good
quality customers and the potential for steady returns. Investments
are subject to rigorous selection criteria, including extensive due
diligence and expert technical assessment.
Sector Analysis
The investment portfolio can be analysed as follows:
Electricity Generation
Solar Anaerobic Landfill Total Unquoted
Industry Sector PV Digestion Gas Investments
------------------------- -------- ----------- ---------------
GBP'000 GBP'000 GBP'000 GBP'000
------------------------- -------- ----------- --------- ---------------
Investments at 31
March 2012 - - - -
------------------------- -------- ----------- --------- ---------------
Investments made during
the 5 months ended
31 August 2012 2,000 1,125 875 4,000
------------------------- -------- ----------- --------- ---------------
Investments at 31
August 2012 2,000 1,125 875 4,000
------------------------- -------- ----------- --------- ---------------
Investments % 50.00% 28.12% 21.88% 100.00%
------------------------- -------- ----------- --------- ---------------
VCT Portfolio Review
Solar PV
The investments in companies that own roof-mounted residential
solar PV panels continue to provide steady cash flows. Over the
past six months, the Government has announced further changes to
the Feed-in Tariff regime for solar. However, as the Feed-in Tariff
is a 'grandfathered' scheme, all existing solar installations,
including those in which your Company has invested, remain
unaffected.
Anaerobic Digestion
Anaerobic Digestion (AD) is an established technology used to
generate electricity from the production of biogas through the
biological treatment of organic materials using naturally occurring
organisms. Within the portfolio are two investments in small
enterprises constructing a plant to generate electricity from
farm-based AD. The projects are under way with the first project
energised and building up to full electricity output. The equipment
used by both businesses is supplied by one of Europe's leading
suppliers, EnviTec Biogas.
Landfill Gas
Landfill gas is recovered by drilling a series of wells into the
waste in a grid pattern across a capped landfill site. The gas then
powers generators and the electricity is exported to the Grid. The
Company's portfolio contains two investments working on projects to
generate electricity from landfill gas. The first of these
investments is due to start generating electricity to be exported
to the Grid in January 2013.
Outlook
Although the economic outlook continues to be uncertain, we
believe the Company's investment portfolio is well placed to
deliver stable performance. Our focus for TP12, once its VCT
qualifying portfolio was put in place, has been to secure a
proposal for the VCT which would enable investors to benefit from a
lower cost ratio. Accordingly a merger of the Company with two
other VCT's managed by TPIM was proposed to you on 16 October
2012.
Claire Ainsworth
Managing Partner
for Triple Point Investment Management LLP
17 October 2012
Investment Portfolio
Unaudited Unaudited
31 August 2012 31 March 2012
------------------------------------ --------------------------------
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted qualifying
holdings 4,000 93.19 4,000 93.19 - - - -
Cash and cash equivalents 293 6.81 293 6.81 - - - -
4,293 100.00 4,293 100.00 - - - -
======== ======= ======== ======= ========== ============
Unquoted qualifying
holdings
Electricity Generation
Solar
Arraze Ltd 600 13.98 600 13.98 - - - -
Bridge Power Ltd 600 13.98 600 13.98 - - - -
Core Generation Ltd 600 13.98 600 13.98 - - - -
Trym Power Ltd 200 4.66 200 4.66 - - - -
Anaerobic Digestion
Biomass Future Generation
Ltd 600 13.98 600 13.98 - - - -
Drumnahare Biogas
Ltd 525 12.23 525 12.23
Landfill Gas - - - -
Aeris Power Ltd
Craigahulliar Energy
Ltd 525 12.23 525 12.23 - - - -
350 8.15 350 8.15 - - - -
4,000 93.19 4,000 93.19 - - - -
======== ======= ======== ======= ========== ============
Directors' Responsibility Statement
The Directors have chosen to prepare the Interim Financial
Report for the Company in accordance with International Financial
Reporting Standards ("IFRS").
In preparing the Interim Financial Report for the period to 31
August 2012, the Directors confirm that to the best of their
knowledge:
a) the Interim Financial Report has been prepared in accordance
with International Accounting Standard IAS34, "Interim Financial
Reporting" issued by the International Accounting Standards
Board;
b) the Interim Financial Report includes a fair review of
important events during the period and their effect on the
Financial Statements and a description of principal risks and
uncertainties for the remainder of the accounting period;
c) the Interim Financial Report gives a true and fair view in
accordance with IFRS of the assets, liabilities, financial position
and of the results of the Company for the period and complies with
IFRS and the Companies Act 2006;
d) the Interim Financial Report includes a fair review of
related party transactions and changes therein. Apart from those
detailed in note 8 there are no related party transactions; and
e) the Directors believe that the Company has sufficient
financial resources to manage its business risks in the current
uncertain economic outlook.
The Directors have reasonable expectation that the Company has
adequate resources to continue in operational existence for the
foreseeable future. Thus they continue to adopt the going concern
basis of accounting in preparing the financial statements.
This Interim Financial Report has not been audited or reviewed
by the auditors.
Vaughan Williams
Chairman
TP12(I) VCT plc
17 October 2012
Statement of Comprehensive Income
Unaudited Unaudited
5 months ended 6 months ended
31 August 2012 31 March 2012
---------------------------- ----------------------------
Note Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment income 4 38 - 38 - - -
Investment return 38 - 38 - - -
-------- -------- -------- -------- -------- --------
Investment management
fees 5 7 21 28 - - -
Financial and regulatory
costs 12 - 12 - - -
General administration 1 - 1 - - -
Legal and professional
fees 8 - 8 - - -
Directors' remuneration 6 26 - 26 - - -
Operating expenses 54 21 75 - - -
-------- -------- -------- -------- -------- --------
Loss before taxation (16) (21) (37) - - -
Taxation 7 - - - - - -
Loss after taxation (16) (21) (37) - - -
-------- -------- -------- -------- -------- --------
Loss and total comprehensive
loss for the period (16) (21) (37) - - -
-------- -------- -------- -------- -------- --------
Basic & diluted loss
per share 8 (0.45p) (0.59p) (1.03p) - - -
-------- -------- -------- -------- -------- --------
The total column of this statement is the Statement of
Comprehensive Income of the Company prepared in accordance with
International Financial Reporting Standards (IFRS). The
supplementary revenue return and capital columns have been prepared
in accordance with the Association of Investment Companies
Statement of Recommended Practice (AIC SORP).
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 this
statement.
Unaudited Balance Sheet
Unaudited Unaudited
31 August
2012 31 March 2012
Note GBP'000 GBP'000
Non current assets
Financial assets at fair value through
the income statement 4,000 -
---------- --------------
Current assets
Receivables 85 13
Cash and cash equivalents 9 293 -
378 13
---------- --------------
Total assets 4,378 13
---------- --------------
Current liabilities
Payables and accrued expenses 225 13
225 13
---------- --------------
Net assets 4,153 -
========== ==============
Equity attributable to equity holders
Share capital 10 44 -
Share premium 4,146 -
Special distributable reserve -
Capital reserve (21) -
Revenue reserve (16) -
Total equity 4,153 -
========== ==============
Net asset value per share (pence) 93.45p -
========== ==============
The accompanying notes are an integral part of this
statement.
Uaudited Statement of Changes in Shareholders' Equity
Issued Share Capital Revenue
Capital Premium Reserve Reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
5 months ended 31 August
2012
Issue of share capital 44 4,390 - - 4,434
Cost of issue of shares - (244) - - (244)
Transactions with owners 44 4,146 - - 4,190
--------- --------- --------- --------- --------
Loss before taxation - - (21) (16) (37)
Loss after taxation (21) (16) (37)
--------- --------- --------- --------- --------
Total comprehensive
loss for the period - - (21) (16) (37)
--------- --------- --------- --------- --------
Balance at 31 August
2012 44 4,146 (21) (16) 4,153
========= ========= ========= ========= ========
The Capital Reserve
consists of:
Other realised losses (21)
=========
6 months ended 31 March
2012
Transactions with owners - - - - -
--------- --------- --------- --------- --------
Total comprehensive
loss for the period - - - - -
--------- --------- --------- --------- --------
Balance at 31 March
2012 - - - - -
========= ========= ========= ========= ========
The share premium represents the excess of the issue price net
of issue costs over the par value of shares.
Neither the share premium nor capital reserve are distributable.
The capital reserve represents the proportion of Investment
Management fees charged against capital. The revenue reserve is
distributable by way of dividend.
The accompanying notes are an integral part of this
statement.
Statement of Cash Flows
Unaudited Unaudited
5 months ended 6 months ended
31 August
2012 31 March 2012
GBP'000 GBP'000
Cash flows from operating activities
Loss before taxation (37) -
Cash absorbed by operations (37) -
Increase in receivables (72) (13)
Increase in payables and accruals 212 13
Net cash flows from operating activities 103 -
---------- ---------------
Cash flows from investing activities
Purchase of financial assets at fair value
through the income statement (4,000) -
Sales of financial assets at fair value
through profit and loss account - -
Net cash flows from investing activities (4,000) -
---------- ---------------
Cash flows from financing activities
Issue of shares 4,190 -
Net cash flows from financing activities 4,190 -
---------- ---------------
Net increase in cash and cash equivalents 293 -
========== ===============
Reconciliation of net cash flow to movements
in cash and cash equivalents
Cash and cash equivalents at 1 April 2012 - -
Net increase in cash and cash equivalents 293 -
Cash and cash equivalents at 31 August
2012 293 -
========== ===============
The accompanying notes are an integral part of this
statement.
Notes to the Interim Financial Report
1 Corporate information
The Unaudited Interim Financial Report of the Company for the
period ended 31 August 2012 was authorised for issue in accordance
with a resolution of the Directors on 17 October 2012.
The Company applied for listing on the London Stock Exchange on
12 April 2012.
The Company is incorporated and domiciled in Great Britain. The
address of TP12(I) VCT plc's registered office, which is also its
principal place of business, is 4-5 Grosvenor Place, London, SW1X
7HJ.
The Company's Interim Financial Report is presented in Pounds
Sterling (GBP) which is also the functional currency of the
Company, rounded to the nearest thousand.
The financial information set out in this report does not
constitute statutory accounts as defined in S434 of the Companies
Act 2006.
The principal activity of the Company is investment. The
Company's investment strategy is to offer combined exposure to cash
or cash based funds and venture capital investments focused on
companies with contractual revenues from financially secure
counterparties.
2 Basis of preparation and accounting policies
Basis of preparation
The Interim Financial Report of the Company for the period ended
31 August 2012 has been prepared in accordance with IAS 34: Interim
Financial Reporting
The Interim Financial Report is prepared on a historical cost
basis except that investments are shown at fair value through
profit or loss.
The preparation of interim reports in conformity with IFRS
requires management to make judgements, estimates and assumptions
that affect the application of policies and the reported values 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 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 Interim Financial Report has 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).
Presentation of the 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. Prior to 6 April 2012 in accordance with the
Company's status as a UK Investment Company under S833 of the
Companies Act 2006, net capital returns could not be distributed by
way of dividend. This restriction has been removed which means that
distributions can now be made from capital returns.
Capital Management
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.
The Company has no external debt; consequently all capital is
represented by the value of share capital, distributable and other
reserves. Total Shareholder equity at 31 August 2012 was
GBP4,153,000.
Estimates
The preparation of the Interim Financial Report requires
management to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported
amounts of assets and liabilities, income and expenditure. Actual
results may differ from these estimates.
Income
Investment income includes interest earned on bank balances in
the period.
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 will be charged 25% to the revenue account
and 75% to the capital account 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.
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 SORP.
In accordance with IAS 12, deferred tax is recognised using the
balance sheet method providing for temporary differences between
the carrying values 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
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 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 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,
"Financial Instruments: Presentation".
Cash and Cash Equivalents
Cash and cash equivalents represent cash available at less than
3 months' notice and are classified as loans and receivables under
IAS 39, "Financial Instruments: Recognition and Measurement"
Receivables
Receivables are classified as loans and receivables under IAS 39
and are recognised at fair value on initial recognition and
subsequently at amortised cost. An impairment loss is recognised
whenever the carrying value of an asset exceeds its recoverable
amount.
Trade and Other Payables
Trade and other payables are recognised at fair value on initial
recognition and subsequently at amortised cost.
Reserves
There have been no realised or unrealised gains or losses on
investments credited/charged to capital reserve in the period.
Neither the share premium nor the capital reserve is distributable.
The revenue reserve is distributable by way of a dividend.
3. Segmental reporting
The Company's segments are defined by the financial information
provided to the Board. 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
Unaudited Unaudited
5 months ended 6 months ended
31 August 2012 31 March 2012
---------------------------- ----------------------------
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Interest receivable on
bank balances 1 - 1 - - -
Loan stock interest 37 - 37 - - -
38 - 38 - - -
-------- -------- -------- -------- -------- --------
5. Investment management fees
TPIM provides investment management and administration services
to the Company under an Investment Management Agreement effective 9
January 2012. The agreement provides for an administration and
investment management fee of 2.50% per annum of net assets, subject
to a cap of 3.95% per annum on overall running costs as a
percentage of net assets. It is calculated and payable quarterly in
arrear and runs for a period of 5 years and may be terminated at
any time thereafter by not less than twelve months' notice given by
either party. Should such notice be given, the Investment Manager
would perform its duties under the Investment Management Agreement
and receive its contractual fee during the notice period.
6. Directors' remuneration
Unaudited Unaudited
5 months ended 6 months ended
31 August 2012 31 March 2012
---------------------------- ----------------------------
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Vaughan Williams 10 - 10 - - -
Simon Acland 8 - 8 - - -
Paul Curtis-Hayward 8 - 8 - - -
Total 26 - 26 - - -
-------- -------- -------- -------- -------- --------
7. Taxation
Unaudited Unaudited
5 months ended 6 months ended
31 August 2012 31 March 2012
---------------------------- ----------------------------
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Loss on ordinary activities
before tax (16) (21) (37) - - -
-------- -------- -------- -------- -------- --------
Corporation tax @ 20% (3) (4) (7) - - -
Unrelieved tax losses
arising in the year 3 4 7 - - -
Tax charge/credit for
the period - - - - - -
-------- -------- -------- -------- -------- --------
Capital gains and losses are exempt from corporation tax due to
the Company's status as a Venture Capital Trust.
8. Loss per share
The loss per share is based on a loss from ordinary activities
after tax of GBP37,000 and on the weighted average number of shares
in issue during the period of 3,658,005.
9. Cash and cash equivalents
Cash and cash equivalents comprise deposits with The Royal Bank
of Scotland plc.
10. Share capital
Unaudited Unaudited
31 August 2012 31 March 2012
Ordinary Shares of 1p
Authorised
Number of shares 10,000,000 10,000,000
Par Value GBP'000 100 100
--------------- --------------
Issued & Fully Paid
Number of shares 4,443,808 2
Par Value GBP'000 44 -
--------------- --------------
On 2 April 2012 50,000 redeemable preference shares of GBP1 each
were redeemed and cancelled upon redemption.
11. Net asset value per share
The calculation of net asset value per share is based on net
assets of GBP4,153,000 divided by the 4,443,806 shares in
issue.
12. Commitments and contingencies
The Company has no contingent liabilities or commitments.
13. Related party transactions
There have been no related party transactions during the
period.
14. Post balance sheet events
On 23 August 2012 the Board announced it had come to a
preliminary agreement with the boards of TP70 2008(I) VCT plc and
TP70 2008(II) VCT plc for the three VCTs to merge based on their
respective net asset values (the Merger). Detailed proposals for
the Merger were released on 16 October 2012 and, subject to
shareholder approval, are expected to become effective on 21
November 2012.
This information is provided by RNS
The company news service from the London Stock Exchange
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