Crown Place VCT PLC: Annual Financial Report


ad As required by the UK Listing Authority's Disclosure and Transparency Rules 4.1 and 6.3, Crown Place VCT PLC today makes public its information relating to the Annual Report and Financial Statements for the year ended 30 June 2013.

This announcement was approved for release by the Board of Directors on 10 October 2013.

This announcement has not been audited.

You will shortly be able to view the Annual Report and Financial Statements for the year to 30 June 2013 (which have been audited) at: www.albion-ventures.co.uk by clicking on 'Our Funds' and then 'Crown Place VCT PLC'. The Annual Report and Financial Statements for the year to 30 June 2013 will be available as a PDF document via a link under the 'Investor Centre' in the 'Financial Reports and Circulars' section. The information contained in the Annual Report and Financial Statements will include information as required by the Disclosure and Transparency Rules, including Rule 4.1.

Investment objectives

The investment objective and policy of the Company* is to achieve long term capital and income growth principally through investment in smaller unquoted companies in the United Kingdom.

In pursuing this policy, the Manager aims to build a portfolio which concentrates on two complementary investment areas. The first are more mature or asset-based investments that can provide a strong income stream combined with a degree of capital protection. These will be balanced by a lesser proportion of the portfolio being invested in higher risk companies with greater growth prospects.

*The 'Company' is Crown Place VCT PLC. The 'Group' is the Company together with its subsidiaries CP1 VCT PLC and CP2 VCT PLC.

Financial calendar

Annual General Meeting 14 November 2013
Record date for first dividend 1 November 2013
Payment of first dividend 29 November 2013
Announcement of half-yearly results for the six months ended 31 December 2013 February 2014
Payment of second dividend (subject to Board approval) March 2014

Financial highlights

32.26p Net asset value per share as at 30 June 2013
2.14p Total return to shareholders for the year ended 30 June 2013
6.6% Net asset value total return for the year
2.50p Total tax free dividends per share paid during the year ended 30 June 2013
8.3% Tax free dividend yield on share price (dividend per annum/share price as at 30 June 2013)
14.0% Share price total return for the year

30 June 2013 30 June 2012
pence per share pence per share
Net asset value per share 32.26 32.60
Dividends paid 2.50 2.50
Revenue return per share 0.73 0.80
Capital return per share 1.41 0.61
Net asset value uplift from buy-backs 0.02 0.04

Shareholder returns and shareholder value

Crown Place VCT PLC*
pence per share
Shareholder return from launch to April 2005 (date that Albion Ventures was appointed investment manager):
Total dividends paid to 6 April 2005 (i) 24.93
Decrease in net asset value (56.60)
Total shareholder return to 6 April 2005 (31.67)
Shareholder return from April 2005 to 30 June 2013:
Total dividends paid 19.30
Decrease in net asset value (11.14)
Total shareholder return from April 2005 to 30 June 2013 8.16
Shareholder value since launch:
Total dividends paid to 30 June 2013 (i) 44.23
Net asset value as at 30 June 2013 32.26
Total shareholder value as at 30 June 2013 76.49
Current dividend objective 2.50
Dividend yield on net asset value 7.8%

 

Notes

  1. Prior to 6 April 1999, venture capital trusts were able to add 20 per cent. to dividends and figures for the period up until 6 April 1999 are included at the gross equivalent rate actually paid to shareholders. 

*   Formerly Murray VCT 3 PLC

The above financial summary is for the Company, Crown Place VCT PLC only.

 

Net asset value total return to shareholders since launch:

30 June 2013
(pence per share)
Total dividends paid during the period from launch to 6 April 2005 (prior to change of manager) 24.93
Total dividends paid during the year ended 28 February 2006 1.00
Total dividends paid during the period ended 30 June 2007 3.30
Total dividends paid during the year ended 30 June 2008 2.50
Total dividends paid during the year ended 30 June 2009 2.50
Total dividends paid during the year ended 30 June 2010 2.50
Total dividends paid during the year ended 30 June 2011 2.50
Total dividends paid during the year ended 30 June 2012 2.50
Total dividends paid during the year ended 30 June 2013 2.50
Total dividends paid to 30 June 2013 44.23
Net asset value as at 30 June 2013 32.26
Total net asset value return as at 30 June 2013 76.49

 

In addition to the dividends paid above, the Board has declared a first dividend for the year ending 30 June 2014, of 1.25 pence per Crown Place VCT PLC share payable on 29 November 2013 to shareholders on the register as at 1 November 2013.

Chairman's statement

Introduction
I have pleasure in presenting the results for Crown Place VCT PLC for the year ended 30 June 2013. The Group achieved a positive total return of 2.14 pence per share (6.6 per cent. for the year), which compares satisfactorily with 1.41 pence in the previous year (2012: 4.3 per cent.) and builds on the positive returns achieved over the previous three years. The Company maintained its regular dividend of 2.50 pence per share, which represents a tax free yield of 8.3 per cent. based on the share price as at 30 June 2013 of 30.00 pence per share.

Results and dividends
As at 30 June 2013, the net asset value was £27.2 million or 32.26 pence per share compared to £26.0 million or 32.60 pence per share at 30 June 2012. The revenue return before taxation was £590,000 compared to £616,000 in the previous year which had benefited from a one-off revenue VAT recovery of £96,000 relating to prior years. The underlying net income generated by the VCT increased by 8 per cent. as a number of new asset-backed investments and renewable in particular, increased interest payments to the Company.

During the year, the Company's portfolio achieved capital gains of £1,479,000 compared to £538,000 in the previous year.  The capital profit for the year, after investment management fees, was £1,136,000 or 1.41 pence per share. The unquoted asset-based investments and the unquoted growth investments increased in value over the year, the former by 3.1 per cent. and the latter by 8.6 per cent.. Further detail of the portfolio performance is given in the Manager's report.

During the year to 30 June 2013, the Company maintained its dividend of 2.50 pence per share for the sixth consecutive year. The first dividend for the current financial year of 1.25 pence per share will be paid on 29 November 2013 to shareholders on the register as at 1 November 2013.

Investment performance and progress
Overall, there has been some improvement in the economic environment in the majority of the sectors in which the Company is invested, particularly through the second half of the year. This allowed the Company to achieve profitable sales of investments during the year generating total proceeds of £2,258,000. The principal exits were the sale of CS (Brixton) Limited and related cinema investments, Nelson House Hospital Limited and a partial disposal of Avanti Communications PLC. Further detail of realisations is given in the realisations table on page 13 of the Annual Report and Financial Statements. Following the year end, the Company sold its investments in Opta Sports Data Limited at a capital profit (against original cost) of £389,000 and Prime Care Holdings Limited at a capital loss (against original cost) of £309,000.

During the year, your Company invested a total of £1,030,000 in three new portfolio companies and eight existing portfolio companies. The new investments include £417,000 in GWH Acquisition Limited, a company set up to own and operate a hydroelectric power generator in Scotland;  £179,000 in Proveca Limited, a company specialising in paediatric medicines; and £110,000 in MyMeds&Me Limited, a company providing IT systems to the healthcare industry. Following the year end, the Company made new investment sof £801,000. Five new investments were made including Relayware Ltd, which provides a software system for indirect chemical management; Aridhia, a healthcare IT business focused on the management of chronic diseases; CISIV, which provides a software system for gathering information on the use of pharmaceuticals; Erin Solar, a solar electricity generator in Northern Ireland; and a company providing technology solutions for animal health monitoring.

Overall, the value of the Company's unquoted investment portfolio increased by £1,173,000 during the year, while that of the AIM portfolio fell by £82,000. Amongst the unquoted investments, good progress was made by DySIS Medical Limited, Radnor House School (Holdings) Limited, Oakland Care Centre Limited, Mirada Medical Limited and Opta Sports Data Limited.  Together the value of these investments increased by £1.6 million. It was also encouraging to see the recent investments in the renewable energy companies showing an increase in value, in particular Alto Prodotto Wind Limited and The Street by Street Solar Programme Limited. Against this, difficult trading conditions continued to impact two of the hotels in the portfolio,  The Stanwell Hotel and the Crown Hotel Harrogate, while Kensington Health Clubs also saw slower progress than expected. Helveta continued to suffer from delays in contracts in Africa, while House of Dorchester, one of the few remaining legacy investments in the portfolio, struggled with production issues. Valuation movements within the investment portfolio are discussed further in the Manager's report.

Risks and uncertainties
The UK economy appears to be improving, albeit slowly. Many risks still remain and although investment sentiment is better than at any time in the past twelve months, it is still too early to predict a sustained recovery. The Company's investment portfolio is well diversified and many of the sectors in which its portfolio companies operate are resilient. It remains the Company's general policy that portfolio companies should have no external bank borrowings, which reduces financial risk. In addition, we believe the new portfolio companies which we support are positioned to grow despite the broader economic uncertainties. Therefore, as the investment portfolio continues to mature, the prospects on the whole look positive.

Other risks and uncertainties are detailed in note 22. Details of post balance sheet events and related party transactions are set out in notes 19 and 21. Transactions with the Manager are set out in note 4.

Discount management and share buy-backs
It remains the Board's policy to buy back shares in the market, subject to the overall constraint that such purchases are in the Company's interest, including the maintenance of sufficient resources for investment in new and existing portfolio companies and the continued payment of dividends to shareholders. It is the Board's intention for such buy-backs to be in the region of 5 per cent. discount to net asset value, so far as market conditions and liquidity permit. During the year, the Company purchased 1,407,000 shares for cancellation and a further 728,000 shares for treasury at a total cost of £622,000.  The Company also cancelled 769,500 shares from treasury during the year.  

Albion VCTs Top Up Offers 2012/2013
During the year, the Company issued 6,358,547 Ordinary shares under the Top Up Offers generating net proceeds of £1.99 million as part of the £15 million Albion VCTs Top Up Offers. The proceeds of the Offers have been used to provide further resources to the Company at a time when a number of attractive new investment opportunities are being seen. Further Top Up Offers are planned for later this year and details are expected to be sent to shareholders in November 2013.

Dividend re-investment scheme
During the year the Company raised £103,000 from the Dividend Reinvestment Scheme. Through the scheme shareholders may elect to reinvest the whole of the dividend received by subscribing for new shares in the Company. Under current tax rules, individual shareholders re-investing their dividends will be eligible for the income and capital gains tax advantages available to investors subscribing to new shares in venture capital trusts and will be able to increase their shareholding in the Company simply and without incurring dealing costs or stamp duty. Full details of the scheme and the application form are available on the Manager's website www.albion-ventures.co.uk/ourfunds/CRWN and through the Computershare link.

Outlook and prospects
We are seeing early signs of improvement in the economic environment and increased demand for growth funding by smaller companies.  This should result in some interesting new investment opportunities in the coming months and the new investments pipeline is currently very strong. Since the year end, the Company has sold its investments in Opta Sports Data Limited and Prime Care Holdings Limited and there are several other exit opportunities under discussion. As mentioned above, the Company's well diversified portfolio includes a number of investments in more resilient sectors, such as healthcare and renewable energy, as well as investments in companies with good growth prospects. In addition, the great majority of investments are structured to be cash generative and to provide further support for your Company's dividend policy.

Patrick Crosthwaite
Chairman
10 October 2013

Manager's report

Investment portfolio
An analysis by sector of Crown Place VCT's investment portfolio as at 30 June 2013 is shown below. The portfolio remains well diversified and as at the year end comprised 48 investments. There were 22 unquoted asset-backed investments accounting for 55 per cent. of the total net asset value of the Company, 23 unquoted growth investments accounting for 34 per cent. of the net asset value of the Company and two AIM quoted investments, accounting for 2 per cent. of the net asset value of the Company.

During the year, the Company continued to increase its exposure to the less cyclical healthcare and renewable energy sectors which, together with the education sector now account for approximately 38 per cent. of the portfolio value.

The exposure to hotel, pubs and travel and leisure sectors which are heavily dependent on consumer spending decreased from 36 per cent. to 29 per cent. of the total portfolio value following the sale of the cinema companies.

Split of investment portfolio by sector
Please see the end of this announcement for the PDF of the sector split of the portfolio by valuation as at 30 June 2013.

Investment exits
The Company realised total proceeds of £2,258,000 from the sale of investments. In December 2012, the Company sold its cinema investments - CS (Brixton) Limited, CS (Exeter) Limited and CS (Norwich) Limited, for a combined consideration of £1,192,000, realising a capital profit of £564,000 on cost. In March 2013, the Company sold its investment in Nelson House Hospital Limited for £493,000, realising a capital profit of £97,000 on cost. The Company also part disposed its holding in Avanti Communications PLC for £202,000, realising a capital profit of £98,000 on cost. In addition, a number of portfolio companies repaid loan stock, with combined proceeds of £358,000. Following the year end, the investment in Opta Sports Data Limited was sold for £566,000, realising a capital profit of £389,000 on cost and the investment in Prime Care Holdings Limited was sold for £209,000, realising a capital loss of £309,000 on cost.

New investments
The Company  invested a total of £706,000 during the year in three new portfolio companies. £417,000  was invested in GWH Acquisition Limited, a company set up to own and operate a hydroelectric power generator in Allt A'Chonais, close to Loch Carron in the Scottish Highlands. The Company plans to increase its investment in GWH Acquisition Limited to a total of £750,000. The Company invested £179,000 in Proveca Limited and £110,000 in MyMeds&Me Limited. Proveca, established in 2010, focuses on the re-engineering of existing generic medicines to make them appropriate for use by young people, many of whom have chronic conditions requiring long term treatment. MyMeds&Me work with pharmaceutical companies to provide a system for the web-enabled collection of adverse events and product complaints accompanied by the provision of accessible, relevant medical information. Further funding of £324,000 was invested in seven existing portfolio companies to support growth. As set out on the Chairman's statement, the Company made £801,000 of new investments following the year end including in five new portfolio companies.

The pipeline for new investments remains strong, with particular emphasis on the renewable energy and healthcare sectors.

Portfolio review
The two largest investments, Oakland Care Centre and Radnor House School, are performing ahead of the original investment plan and are strongly cash generative. The renewable energy investments are performing in line with their investment plans and are also cash generative. As some of the renewable energy assets only became operational during the year, we expect a larger contribution to revenues from them in the current and future years. In the growth portfolio, Blackbay and Mirada are showing particularly strong growth. Against these positive developments, progress continues to be slow at the Stanwell Hotel which resulted in a further reduction in the third party professional valuation performed in the spring, though there has been an improvement in trading recently. The Crown Hotel Harrogate continues to trade in a difficult market, while weaker than expected performance also impacted the valuations of Helveta and House of Dorchester. We are working closely with the management teams of these companies to improve their results.

Albion Ventures LLP                                                                         
Manager
10 October 2013

Responsibility Statement

In preparing these financial statements for the year to 30 June 2013, the Directors of the Company, being Patrick Crosthwaite, Rachel Beagles, Karen Brade and Richard Huntingford, confirm that to the best of their knowledge:

  • summary financial information contained in this announcement and the full Annual Report and Financial Statements for the year ended 30 June 2013 for the Group has been prepared in accordance with International Financial Reporting Standards, and for the Company has been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (UK Accounting Standards and applicable law) and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Group and the Company for the year ended 30 June 2013 as required by DTR 4.1.12.R;
  • the Chairman's statement and Manager's report include a fair review of the information required by DTR 4.2.7R (indication of important events during the year ended 30 June 2013 and description of principal risks and uncertainties that the Group and the Company faces); and
  • the Chairman's statement and Manager's report include a fair review of the information required by DTR 4.2.8R (disclosure of related parties transactions and changes therein).

A detailed "Statement of Directors' responsibilities for the preparation of the Group and the Company's financial statements" is contained within the full audited Annual Report and Financial Statements.

By order of the Board

Patrick Crosthwaite
Chairman
10 October 2013

Consolidated statement of comprehensive income

Year ended
30 June 2013
Year ended
30 June 2012
Revenue Capital Total Revenue Capital Total
Note £'000 £'000 £'000 £'000 £'000 £'000
Gains on investments 2 - 1,479 1,479 - 538 538
Investment income and deposit interest 3 967 - 967 895 - 895
Investment management fees 4 (114) (343) (457) (110) (332) (442)
Recovery of VAT - - - 96 261 357
Other expenses 5 (263) - (263) (265) - (265)
Profit before taxation 590 1,136 1,726 616 467 1,083
Taxation 6 - - - - - -
Profit and total comprehensive income for the year 590 1,136 1,726 616 467 1,083
Basic and diluted return per Ordinary share (pence)* 8 0.73 1.41 2.14 0.80 0.61 1.41

*  excluding treasury shares

The accompanying notes form an integral part of these Financial Statements.

The total column of this statement represents the Group's statement of comprehensive income, prepared in accordance with International Financial Reporting Standards ('IFRS'). The supplementary revenue and capital columns are prepared under guidance published by the Association of Investment Companies.

All revenue and capital items in the above statement derive from continuing operations and are wholly attributable to the owners of the parent Company.

Consolidated balance sheet

30 June 2013 30 June 2012
Note £'000 £'000
Non-current assets
Investments 9 24,567 24,333
Current assets
Trade and other receivables less than one year 12 17 74
Current asset investments 12 21 92
Cash and cash equivalents 16 2,780 1,741
2,818 1,907
Total assets 27,385 26,240
Current liabilities
Trade and other payables 13 (219) (290)
Net assets 27,166 25,950
Equity attributable to equityholders
Ordinary share capital 14 9,300 8,844
Share premium 3,756 2,335
Capital redemption reserve 1,283 1,065
Unrealised capital reserve (1,690) (3,755)
Realised capital reserve 1,041 1,970
Other distributable reserves 13,476 15,491
Total equity shareholders' funds 27,166 25,950
Basic and diluted net asset value per share (pence)* 15 32.26 32.60

*  excluding treasury shares

The accompanying notes form an integral part of these Financial Statements.

These Financial Statements were approved by the Board of Directors, and authorised for issue on 10 October 2013 and were signed on its behalf by

Patrick Crosthwaite
Chairman

Company number: 03495287

Company balance sheet

30 June 2013 30 June 2012
Note £'000 £'000
Fixed assets
Fixed asset investments 9 24,567 24,333
Investment in subsidiary undertakings 11 16,580 15,560
41,147 39,893
Current assets
Trade and other debtors less than one year 12 17 74
Current asset investments 12 21 92
Cash and cash equivalents 16 2,723 1,684
2,761 1,850
Total assets 43,908 41,743
Creditors: amounts falling due within one year 13 (16,742) (15,793)
Net assets 27,166 25,950
Capital and reserves
Ordinary share capital 14 9,300 8,844
Share premium 3,756 2,335
Capital redemption reserve 1,283 1,065
Unrealised capital reserve (167) (3,252)
Realised capital reserve 832 1,761
Other distributable reserves 12,162 15,197
Shareholders' funds 27,166 25,950
Basic and diluted net asset value per share (pence)* 15 32.26 32.60

*  excluding treasury shares

The Company balance sheet has been prepared in accordance with UK GAAP.

The accompanying notes form an integral part of these Financial Statements.

These Financial Statements were approved by the Board of Directors, and authorised for issue on 10 October 2013 and were signed on its behalf by

Patrick Crosthwaite
Chairman

Company number: 03495287

Consolidated statement of changes in equity

Ordinary share
capital
Share premium Capital redemption reserve Unrealised capital reserve* Realised capital reserve* Other distributable reserves* Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 1 July 2012 8,844 2,335 1,065 (3,755) 1,970 15,491 25,950
Profit and total comprehensive income - - - 1,105 31 590 1,726
Transfer of previously unrealised capital losses on sale or write off of investments - - - 960 (960) - -
Dividends paid - - - - - (1,983) (1,983)
Cancellation of treasury shares (77) - 77 - - - -
Purchase of shares for treasury (including costs) - - - - - (206) (206)
Purchase of own shares for cancellation (including costs) (141) - 141 - - (416) (416)
Issue of equity (net of costs) 674 1,421 - - - - 2,095
As at 30 June 2013 9,300 3,756 1,283 (1,690) 1,041 13,476 27,166

Ordinary share
capital
Share premium Capital redemption reserve Unrealised capital reserve* Realised capital reserve* Other distributable reserves* Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 1 July 2011 8,350 1,259 1,058 (4,712) 2,460 17,246 25,661
Profit and total comprehensive income - - - 615 (148) 616 1,083
Transfer of previously unrealised capital losses on sale of investments - - - 342 (342) - -
Dividends paid - - - - - (1,903) (1,903)
Cancellation of treasury shares (7) - 7 - - - -
Purchase of shares for treasury (including costs) - - - - - (468) (468)
Issue of equity (net of costs) 501 1,076 - - - - 1,577
As at 30 June 2012 8,844 2,335 1,065 (3,755) 1,970 15,491 25,950

* Included within these reserves is an amount of £12,827,000 (2012: £13,706,000) which is considered distributable.

Company reconciliation of movements in shareholders' funds

Ordinary share
capital
Share premium Capital redemption reserve Unrealised capital reserve* Realised capital reserve* Other distributable reserves* Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 1 July 2012 8,844 2,335 1,065 (3,252) 1,761 15,197 25,950
Return for the year - - - 1,105 31 (430) 706
Revaluation of investment in subsidiaries - - - 1,020 - - 1,020
Transfer of previously unrealised losses on sale or write off of investments - - - 960 (960) - -
Dividends paid in year - - - - - (1,983) (1,983)
Cancellation of treasury shares (77) - 77 - - - -
Purchase of shares for treasury (including costs) - - - - - (206) (206)
Purchase of own shares for cancellation (including costs) (141) - 141 - - (416) (416)
Issue of equity (net of costs) 674 1,421 - - - - 2,095
As at 30 June 2013 9,300 3,756 1,283 (167) 832 12,162 27,166

Ordinary share
capital
Share premium Capital redemption reserve Unrealised capital reserve* Realised capital reserve* Other distributable reserves* Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 1 July 2011 8,350 1,259 1,058 (3,325) 2,407 15,912 25,661
Return for the year - - - 615 (304) 1,656 1,967
Revaluation of investment in subsidiaries - - - (884) - - (884)
Transfer of previously unrealised losses on sale of investments - - - 342 (342) - -
Dividends paid in year - - - - - (1,903) (1,903)
Cancellation of treasury shares (7) - 7 - - - -
Purchase of shares for treasury (including costs) - - - - - (468) (468)
Issue of equity (net of costs) 501 1,076 - - - - 1,577
As at 30 June 2012 8,844 2,335 1,065 (3,252) 1,761 15,197 25,950

* Included within these reserves is an amount of £12,827,000 (2012: £13,706,000) which is considered distributable.

Consolidated cashflow statement

Note  Year ended
30 June
2013
£'000
Year ended
 30 June
2012
£'000
Operating activities
Investment income received 917 832
Deposit interest received 22 34
Dividend income received 34 -
Recovery of VAT - 357
Investment management fees paid (453) (439)
Other cash payments (269) (278)
Cash generated from operations 17 251 506
Net cash flows from operating activities 251 506
Cash flows from investing activities
Purchase of non-current asset investments (1,062) (3,258)
Disposal of non-current asset investments 2,399 699
Net cash flows from investing activities 1,337 (2,559)
Cash flows from financing activities
Issue of share capital (net of issue costs) 1,993 1,485
Equity dividends paid (net of costs of dividend reinvestment scheme and unclaimed dividends returned) (1,883) (1,812)
Purchase of shares for treasury (243) (429)
Purchase of shares for cancellation (416) -
Net cash flows used in financing activities (549) (756)
Increase/(decrease) in cash and cash equivalents 1,039 (2,809)
Cash and cash equivalents at the start of the year 1,741 4,550
Cash and cash equivalents at the end of the year 16 2,780 1,741

Notes to the Financial Statements

1. Accounting policies
The following policies refer to the Group and the Company except where noted. References to International Financial Reporting Standards ('IFRS') relate to the Group Financial Statements and United Kingdom Generally Accepted Accounting Practice ('UK GAAP') relate to the Company Financial Statements.

Basis of accounting
The Financial Statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') adopted for use in the European Union (and therefore comply with Article 4 of the EU IAS regulation), in the case of the Group, and in accordance with UK GAAP in the case of the Company.

Both the Group and the Company Financial Statements also apply the Statement of Recommended Practice: "Financial Statements of Investment Companies and Venture Capital Trusts" ('SORP') issued by the Association of Investment Companies ("AIC") in January 2009, in so far as this does not conflict with IFRS. The Financial Statements have been prepared in accordance with those parts of the Companies Act 2006 applicable to companies reporting under IFRS and UK GAAP. These Financial Statements are presented in Sterling to the nearest thousand. Accounting policies have been applied consistently in current and prior periods.

At the balance sheet date, the following International Accounting Standards and interpretations were in issue but not yet effective:

  • IFRS 1 First-time adoption of International Financial Reporting Standards (effective for annual periods beginning on or after 1 January 2013)
  • IFRS 7 Financial instruments: Disclosure (effective for annual periods beginning on or after 1 January 2013)
  • IAS 12 Income Taxes (effective for annual periods beginning on or after 1 January 2013)
  • IFRS 9 Financial instruments: Recognition and measurement (effective for annual periods beginning on or after 1 January 2015)
  • IFRS 10 Consolidated Financial Statements (effective for annual periods beginning on or after 1 January 2013)
  • IFRS 10 Consolidated Financial Statements (effective for annual periods beginning on or after 1 January 2014)
  • IFRS 11 Joint Arrangements (effective for annual periods beginning on or after 1 January 2013)
  • IFRS 12 Disclosure of Interest in Other Entities (effective for annual periods beginning on or after 1 January 2013)
  • IFRS 12 Disclosure of Interest in Other Entities (effective for annual periods beginning on or after 1 January 2014)
  • IFRS 13 Fair Value Measurement (effective for annual periods beginning on or after 1 January 2013)
  • IAS 27, 28 Separate Financial Statements, Investments in associates (effective for annual periods beginning on or after 1 January 2013)
  • IAS 27 Separate Financial Statements (effective for annual periods beginning on or after 1 January 2014)
  • IAS 19 Employee benefits (effective for annual periods beginning on or after 1 January 2013)
  • IAS 32 Presentation (effective for annual periods beginning on or after 1 January 2014)
  • IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine (effective for annual periods beginning on or after 1 January 2013)

The above International Accounting Standards and interpretations have not been applied in this Annual Report and Financial Statements and are not expected to have any material impact on the Financial Statements although some changes may be required to the format of the Financial Statements and disclosures.

Basis of consolidation
The Group consolidated Financial Statements incorporate the Financial Statements of the Company for the year ended 30 June 2013 and the entities controlled by the Company (its subsidiaries), for the same period. Where necessary, adjustments are made to the Financial Statements of subsidiaries to bring the accounting policies into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

As permitted by Section 408 of the Companies Act 2006, the Company has not presented its own profit and loss account. The amount of the Company's profit before tax for the year dealt with in the accounts of the Group is £706,000 (2012: £1,967,000).  

Segmental reporting
The Directors are of the opinion that the Group and the Company are engaged in a single operating segment of business, being investment in equity and debt. The Group and the Company report to the Board which acts as the chief operating decision maker. The Group invests in smaller companies principally based in the UK.

Business combinations
The acquisition of subsidiaries is accounted for using the purchase method in the Group Financial Statements. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the subsidiaries, plus any costs directly attributable to the business combination. The subsidiary's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 "Business Combinations" are recognised at their fair value at the acquisition date.

Estimates
The preparation of the Group's and Company's Financial Statements requires estimates, assumptions and judgments to be made, which affect the reported results and balances. Actual outcomes may differ from these estimates, with a consequential impact on the results of future periods. Those estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are those used to determine the fair value of investments at fair value through the profit or loss.

The valuation of investments held at fair value through profit or loss or measured in assessing any impairment of loan stocks is determined by using valuation techniques. The Group and the Company use judgments to select a variety of methods and makes assumptions that are mainly based on market conditions at each balance sheet date.

Investment in subsidiaries
Investments in subsidiaries are revalued at the balance sheet date based on the underlying net assets of the subsidiary undertakings. Revaluation movements are recognised in the unrealised reserve.

Non-current asset investments
Quoted and unquoted equity investments, debt issued at a discount, and convertible bonds
In accordance with IAS 39 'Financial Instruments: Recognition and Measurement', and FRS 26 'Financial Instruments: Recognition and Measurement', quoted and unquoted equity, debt issued at a discount and convertible bonds are designated as fair value through profit or loss ("FVTPL"). Investments listed on recognised exchanges are valued at the closing bid prices at the end of the accounting period. Unquoted investments' fair value is determined by the Directors in accordance with the International Private Equity and Venture Capital Valuation Guidelines (IPEVCV guidelines).

Fair value movements and gains and losses arising on the disposal of investments are reflected in the capital column of the Statement of comprehensive income in accordance with the AIC SORP. Realised gains or losses on the sale of investments will be reflected in the realised capital reserve, and unrealised gains or losses arising from the revaluation of investments will be reflected in the unrealised capital reserve.

 

Warrants and unquoted equity derived instruments
Warrants and unquoted equity derived instruments are only valued if there is deemed to be additional value to the Company in exercising or converting as at the balance sheet date. Otherwise these instruments are held at nil value. The valuation techniques used are those used for the underlying equity investment.

Unquoted loan stock
Unquoted loan stock (excluding debt issued at a discount and convertible bonds) is classified as loans and receivables as permitted by IAS 39 and FRS 26 and measured at amortised cost using the effective interest rate method less impairment. Movements in the amortised cost relating to interest income are reflected in the revenue column of the Statement of comprehensive income, and hence are reflected in the other distributable reserve, and movements in respect of capital provisions are reflected in the capital column of the Statement of comprehensive income and are reflected in the realised capital reserve following sale, or in the unrealised capital reserve for impairments arising from revaluations of the fair value of the security.

For all unquoted loan stock, fully performing, past due or impaired, the Board considers that the fair value is equal to or greater than the security value of these assets. For unquoted loan stock, the amount of the impairment is the difference between the asset's cost and the present value of estimated future cash flows, discounted at the original effective interest rate. The future cash flows are estimated based on the fair value of the security held less estimated selling costs.

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.

Dividend income is not recognised as part of the fair value movement of an investment, but is recognised separately as investment income through the other distributable reserve when a share becomes ex-dividend.

Loan stock accrued interest is recognised in the Balance sheet as part of the carrying value of the loans and receivables at the end of each reporting period.

In accordance with the exemptions under IAS 28 "Investments in associates" and FRS 9 "Associates and joint ventures", those undertakings in which the Group or Company holds more than 20 per cent. of the equity as part of an investment portfolio are not accounted for using the equity method.

Current asset investments
Contractual future contingent receipts on the disposal of fixed asset investments are designated at fair value through profit and loss and are subsequently measured at fair value.

Investment income
Quoted and unquoted equity income
Dividend income is included in revenue when the investment is quoted ex-dividend.

Unquoted loan stock income
Fixed returns on non-equity shares and debt securities are recognised on a time apportionment basis using an effective interest rate over the life of the financial instrument. Income which is not capable of being received within a reasonable period of time is reflected in the capital value of the investment.

Bank interest income
Interest income is recognised on an accruals basis using the rate of interest agreed with the bank.

Investment management fees, performance incentive fees and other expenses
All expenses have been accounted for on an accruals basis. Expenses are charged through the revenue column of the Statement of comprehensive income, except for management fees and performance incentive fees which are allocated in part to the capital column of the Statement of comprehensive income, to the extent that these relate to the maintenance or enhancement in the value of the investments and in line with the Board's expectation that over the long term 75 per cent. of the Group's investment returns will be in the form of capital gains.

Issue costs
Issue costs associated with the allotment of share capital have been deducted from the share premium account.

Taxation
Taxation is applied on a current basis in accordance with IAS 12 "Income taxes" and FRS 16 "Current tax". Taxation associated with capital expenses is applied in accordance with the SORP. Deferred taxation is provided in full on temporary differences and timing differences, that result in an obligation at the balance sheet date to pay more tax or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the Financial Statements. Temporary differences arise from differences between the carrying amounts of assets and liabilities for financial reporting and the amounts used for taxation purposes. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which unused tax losses and credits can be utilised. Deferred tax assets and liabilities are not discounted.

Dividends
In accordance with IAS 10 and FRS 21 "Events after the balance sheet date", dividends are accounted for in the period in which the dividend has been paid or approved by shareholders.

Reserves
Share premium reserve
This reserve accounts for the difference between the price paid for the Company's shares and the nominal value of  those shares, less issue costs and transfers to the other distributable reserve.

Capital redemption reserve  
This reserve accounts for amounts by which the issued share capital is diminished through the repurchase and cancellation of the Company's own shares.

Unrealised capital reserve
Increases and decreases in the valuation of investments held at the year end, against cost are included in this reserve.

Realised capital reserve
The following are disclosed in this reserve:

  • gains and losses compared to cost on the realisation of investments;
  • expenses, together with the related taxation effect, charged in accordance with the above policies; and
  • dividends paid to equity holders.

Other distributable reserve
The special reserve, treasury share reserve and the revenue reserve have been combined as a single reserve named other distributable reserve. This reserve accounts for movements from the revenue column of the Income statement, the payment of dividends, the buyback of shares and other non capital realised movements.

2. Gains on investments

Year ended
30 June
2013
Year ended
 30 June
2012
£'000 £'000
Unrealised gains on investments held at fair value through profit or loss 1,208 948
Impairments on investments measured at amortised cost (124) (333)
Unrealised gains on non-current asset investments sub-total 1,084 615
Unrealised gains on current asset investments held at fair value through
profit or loss
21 -
Unrealised gains on investments 1,105 615
Realised gains/(losses) on investments held at fair value through profit or loss 389 (174)
Realised (losses)/gains on investments measured at amortised cost (15) 123
374 (51)
Realised (losses) on current asset investments held at fair value through profit or loss - (26)
Realised gains/(losses) on investments 374 (77)
1,479 538

Investments measured at amortised cost are unquoted loan stock investments as described in note 9.

3. Investment income and deposit interest

Year ended
30 June
2013
Year ended
30 June
2012
£'000 £'000
Income recognised on investments held at fair value through profit or loss
UK dividend income 34 -
Interest on convertible bonds and debt issued at a discount 134 60
168 60
Income recognised on investments measured at amortised cost
Return on loan stock investments 776 804
Bank deposit interest 23 31
799 835
967 895

Interest income earned on impaired investments at 30 June 2013 amounted to £240,000 (2012: £185,000). These investments are all measured at amortised cost.

4. Investment management fees

Year ended 30 June 2013 Year ended 30 June 2012
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Investment management fee 114 343 457 110 332 442

Further details of the management agreement under which the investment management fee is paid are given in the Directors' report on page 21 of the Annual Report and Financial Statements.

During the year, services of a total value of £507,000 (2012:  £492,000) were purchased by the Company from Albion Ventures LLP comprising £457,000 in respect of management fees and £50,000 in respect of administration fees.  At the financial year end, the amount due to Albion Ventures LLP in respect of these services disclosed as accruals and deferred income was £131,000 (2012:  £135,000).

Albion Ventures LLP is, from time to time, eligible to receive transaction fees and Directors' fees from portfolio companies. During the year ended 30 June 2013, fees of £43,000 attributable to the investments of the Company were received pursuant to these arrangements (2012: £79,000).

During the year, the Company raised new funds through the Albion VCTs Top Up Offers 2012/2013 as described in note 14. The Manager, Albion Ventures LLP, acted as receiving agent for the Offer. The total receiving agents costs were £23,000 of which £3,300 (2012: £8,200) was paid by Crown Place VCT PLC to the Manager. There were no sums outstanding in respect of receiving agent services at the year end.

Albion Ventures LLP holds 1,256 Ordinary shares as a result of fractional entitlements arising on the merger of Crown Place VCT PLC, CP1 VCT PLC and CP2 VCT PLC on 13 January 2006.

5. Other expenses

Year ended
30 June
2013
Year ended
30 June
2012
£'000 £'000
Directors' remuneration 75 76
National insurance on Directors' remuneration 6 6
Auditor's remuneration:
- audit of the statutory Financial Statements (excluding VAT)
25 24
- the auditing of accounts of associates of the Company pursuant to legislation (excluding VAT) 5 5
Other expenses 152 154
263 265

Further information regarding Directors' remuneration can be found in the audited section of the Directors' remuneration report on page 29 of the Annual report and Financial Statements.

6. Taxation

Year ended 30 June 2013 Year ended 30 June 2012
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
UK coporation tax (charge)/credit - - - - - -

The tax charge for the year shown in the Statement of comprehensive income is lower than the standard rate of corporation tax of 24 per cent. to 31 March 2013 and 23 per cent. from 1 April 2013. (average rate of 23.75 per cent.; 2012: average rate of 25.5 per cent.). The differences are explained below:

Year ended
30 June
2013
Year ended
30 June
2012
£'000 £'000
Profit on ordinary activities before taxation 1,726 1,083
Profit on ordinary activities multiplied by the standard rate of corporation tax (24 per cent. to 31 March 2013: 23 per cent. from 1 April 2013.) (410) (276)
Effect of capital gains not subject to taxation 351 137
Effect of income not subject to taxation 8 -
Utilisation of tax losses 51 139
- -

No provision for deferred tax has been made in the current or prior accounting period.  The Company and Group have not recognised a deferred tax asset of £2,725,000 (2012: £2,434,000) in respect of unutilised management expenses and non-trading deficits as it is not considered sufficiently probable that there will be taxable profits against which to utilise these expenses in the foreseeable future. The Group has not recognised a further deferred tax asset of £1,202,000 (2012: £1,712,000) in respect of unutilised management expenses and deficits arising from non-trading relationships which would only be used if its subsidiaries made significant profits.

7. Dividends

Year ended 30 June 2013 Year ended 30 June 2012
£'000 £'000
First dividend paid on 30 November 2012 (1.25 pence per share) 993 953
Second dividend paid on 28 March 2013
(1.25 pence per share)
992 957
Unclaimed dividends returned to the Company during the year (2) (7)
1,983 1,903

In addition to the dividends paid above, the Board has declared a first dividend for the year ending 30 June 2014, of 1.25 pence per share. This will be paid on 29 November 2013 to shareholders on the register as at 1 November 2013. The total dividend will be approximately £1,053,000.
During the year, unclaimed dividends older than twelve years amounting to £2,000 (2012: £7,000) were returned to the Company in accordance with the terms of the Articles of Association.

8. Basic and diluted return per share

Year ended 30 June 2013  Year ended 30 June 2012
Revenue Capital Total Revenue Capital Total
Return attributable to equity shares (£'000) 590 1,136 1,726 616 467 1,083
Weighted average shares (excluding treasury shares) 80,500,879 77,081,979
Return attributable per Ordinary share (pence) (basic and diluted) 0.73 1.41 2.14 0.80 0.61 1.41

The return per share has been calculated excluding treasury shares of 8,794,410 (2012: 8,835,910).

There are no convertible instruments, derivatives or contingent share agreements in issue, and therefore no dilution affecting the return per share. The basic return per share is therefore the same as the diluted return per share.

9. Non-current asset investments

30 June
2013
£'000
30 June
 2012
£'000
Group and Company
Investments held at fair value through profit or loss
Unquoted equity and preference shares 9,582 8,711
Quoted equity 461 704
Discounted debt and convertible loan stock 2,824 2,140
12,867 11,555
Investments measured at amortised cost
Unquoted loan stock 11,700 12,778
24,567 24,333

30 June 2013
    £'000
Opening valuation as at 1 July 2012 24,333
Purchases at cost 1,030
Disposal proceeds (2,254)
Realised gains 374
Movement in loan stock accrued income -
Unrealised gains 1,084
Closing valuation as at 30 June 2013 24,567
Movement in loan stock accrued income
Opening accumulated movement in loan stock accrued income 82
Movement in loan stock accrued income -
Closing accumulated movement in loan stock accrued income 82
Movement in unrealised losses
Opening accumulated unrealised losses (3,914)
Movement in unrealised gains 1,084
Transfer of previously unrealised gains to realised reserves on disposal (51)
Transfer of previously unrealised losses to realised reserves on investments written off but still held 1,104
Closing accumulated unrealised losses (1,777)
Historic cost basis
Opening book cost 28,164
Purchases at cost 1,030
Disposals at cost (1,828)
Cost of investments written off but still held (1,104)
Closing book cost 26,262
Closing cost is net of amounts of £1,104,000 written off in respect of investments still held at the balance sheet date.

30 June 2012
£'000
Opening valuation as at 1 July 2011 21,172
Purchases at cost 3,276
Disposal proceeds (592)
Realised losses (51)
Movement in loan stock accrued income 33
Transfer of unrealised gains to current asset investments (120)
Unrealised gains 615
Closing valuation as at 30 June 2012 24,333
Movement in loan stock accrued income
Opening movement in loan stock accrued income 49
Movement in loan stock accrued income 33
Closing movement in loan stock accrued income 82
Movement in unrealised losses
Opening accumulated unrealised losses (4,751)
Movement in unrealised gains 615
Transfer of unrealised gains to current asset investments (120)
Transfer of previously unrealised losses to realised reserves on disposal 342
Closing accumulated unrealised losses (3,914)
Historic cost basis
Opening book cost 25,874
Purchases at cost 3,276
Sales at cost (986)
Closing book cost 28,164

The Directors believe that the carrying value of loan stock measured at amortised cost is not materially different to fair value. The Company does not hold any assets as the result of the enforcement of security during the year, and believes that the carrying values for both impaired and past due assets are covered by the value of security held for these loan stock investments.

Additions and disposal proceeds included in the cash flow statement differ from the amounts shown in the note above, due to deferred consideration and settlement creditors and the restructuring of investments.

A schedule of disposals during the year is shown on page 13 of the Annual report and Financial Statements.

IFRS 7 'Financial Instruments: Disclosures' requires the Company to disclose the valuation methods applied to its investments measured at fair value through profit or loss in a fair value hierarchy according to the following definitions:

Fair value hierarchy Definition of valuation method
Level 1 Unadjusted quoted (bid) prices applied
Level 2 Inputs to valuation are from observable sources and are directly or indirectly derived from prices
Level 3 Inputs to valuations are not based on observable market data

Quoted AIM investments are valued according to Level 1 valuation methods. Unquoted equity, preference shares, convertible loan stock and debt issued at a discount are all valued according to Level 3 valuation methods.

The Company's investments measured at fair value through profit or loss (Level 3) had the following movements in the year to 30 June 2013:

30 June 2013 30 June 2012
Equity Discounted
debt and
convertible
loan stock
Total Equity Discounted
debt and
convertible
loan stock
Total
£'000 £'000 £'000 £'000 £'000 £'000
Opening balance 8,711 2,140 10,851 7,141 839 7,980
Additions 216 530 746 1,096 1,145 2,241
Disposal proceeds (1,400) (244) (1,644) (27) - (27)
Debt/equity conversion 812 - 812 - - -
Realised gains/(losses) 329 18 347 33 (207) (174)
Unrealised gains 914 374 1,288 588 360 948
Transfer of unrealised gains to current asset investments - - - (120) - (120)
Accrued loan stock interest - 6 6 - 3 3
Closing balance 9,582 2,824 12,406 8,711 2,140 10,851

Unquoted investments held at fair value through profit or loss are valued in accordance with the IPEVCV guidelines as follows:

30 June
2013
30 June
2012
Investment valuation methodology £'000 £'000
Cost (reviewed for impairment) 522 1,786
Net asset value supported by third party or desktop valuation 4,675 2,904
Net asset value 2,319 -
Recent investment price 584 76
Agreed sale price/Offer price 408 -
Earnings multiple 2,069 3,918
Revenue multiple 1,829 2,167
12,406 10,851

Full third party valuations are prepared by independent RICS qualified surveyors in full compliance with the RICS Red Book. Desk top reviews are carried out by similarly RICS qualified surveyors by updating previously prepared full valuations for current trading and market indices.

IFRS 7 requires the Directors to consider the impact of changing one or more of the inputs used as part of the valuation process to reasonable possible alternative assumptions. After due consideration and noting that the valuation methodology applied to 50 per cent. of the Level 3 investments (by valuation) is based on third party independent evidence, recent investment price, agreed sale price/offer price and cost, the Directors believe that changes to reasonable possible alternative input assumptions for the valuation of the remainder of the portfolio could lead to a significant change in the fair value of the portfolio. The impact of these changes could result in an increase in the valuation of the equity investments by £206,000 or a decrease in the valuation of equity investments by £338,000.

The unquoted equity instruments had the following movements between investment methodologies between 30 June 2012 and 30 June 2013:

Change in investment valuation methodology (2012 to 2013) Value as at
30 June 2013
£'000
Explanatory note
Cost (reviewed for impairment) to net asset value supported by third party valuation 475 Third party valuation took place in the year
Revenue multiple to earnings multiple 301 Company generating profits
Revenue multiple to price of recent investment 489 New investment price
Earnings multiple to net assets 2,319 Lack of visibility over earnings
Earnings multiple to agreed sale price/Offer price 153 Agreed Offer price
Revenue multiple to agreed sale price/Offer price 27 Agreed Offer price

The valuation method used will be the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the IPEVCV Guidelines. The Directors believe that, within these parameters, there are no other possible methods of valuation which would be reasonable as at 30 June 2013.

10. Significant interests
The principal activity of the Group is to select and hold a portfolio of investments in unquoted securities. Although the Company, through the Manager, will, in some cases, be represented on the board of the portfolio company, it will not take a controlling interest or become involved in the management of a portfolio company. The size and structure of the companies with unquoted securities may result in certain holdings in the portfolio representing a participating interest without there being any partnership, joint venture or management consortium agreement.

The Company has interests of greater than 20 per cent. of the nominal value of any class of the allotted shares in the portfolio companies as at 30 June 2013 as described below:

Company Country of incorporation Principal activity % class and share type % total voting rights
ELE Advanced Technologies Limited Great Britain Manufacturer of precision engineering components for the industrial gas turbine, aerospace and automotive markets 74.3% B Ordinary 41.9%
House of Dorchester Limited Great Britain Chocolate manufacturer 33.0% B Ordinary 22.2%
Uctal Limited Great Britain TV production company 56.7% B Ordinary/A Preference and B Preference 24.2%

The investments listed above are held as part of an investment portfolio and therefore, as permitted by IAS 28 and FRS 9, they are measured at fair value and not accounted for using the equity method.

11. Investments in subsidiary undertakings

30 June 2013
CP1 VCT PLC CP2 VCT PLC Total
£'000 £'000 £'000
Carrying value as at 1 July 2012 6,820 8,740 15,560
Movement in subsidiary net assets 479 541 1,020
Carrying value as at 30 June 2013 7,299 9,281 16,580

30 June 2012
CP1 VCT PLC CP2 VCT PLC Total
£'000 £'000 £'000
Carrying value as at 1 July 2011 7,222 9,222 16,444
Movement in subsidiary net assets (402) (482) (884)
Carrying value as at 30 June 2012 6,820 8,740 15,560

The subsidiary companies currently hold cash and intercompany balances.

Both CP1 VCT PLC and CP2 VCT PLC are wholly owned by Crown Place VCT PLC as follows:

30 June 2013
CP1 VCT PLC CP2 VCT PLC
Nominal value of shares held £6,382,746 £8,219,350
Percentage of total voting rights held 100% 100%

30 June 2012
CP1 VCT PLC CP2 VCT PLC
Nominal value of shares held £6,382,746 £8,219,350
Percentage of total voting rights held 100% 100%

12. Trade and other receivables/debtors and current asset investments

30 June 2013 30 June 2012
Group Company Group Company
£'000 £'000 £'000 £'000
Trade and other receivables/debtors less than one year 17 17 74 74
30 June 2013 30 June 2012
Group Company Group Company
£'000 £'000 £'000 £'000
Contingent future receipts on disposal of fixed asset investments 21 21 92 92

The fair value hierarchy applied to contingent future receipts on disposal of fixed asset investments is Level 3. These receipts may not crystallise within 12 months.

13. Trade and other payables/creditors

30 June 2013 30 June 2012
Group Company Group Company
£'000 £'000 £'000 £'000
Amounts falling due within one year:
Amounts due to subsidiary undertakings - 16,523 - 15,504
Other payables 28 28 104 104
Accruals 191 191 186 185
219 16,742 290 15,793

Interest is chargeable on intercompany balances at a rate of 12 per cent. per annum. Intercompany balances are payable on demand. The subsidiaries' current business is to hold cash and intercompany balances.

14. Ordinary share capital

30 June
2013
£'000
30 June
2012
£'000
Allotted, called up and fully paid
92,999,904 Ordinary shares of 10p each (2012: 88,435,076) 9,300 8,844
Voting rights
84,205,494 Ordinary shares of 10p each (2012: 79,599,166)

The Company cancelled 769,500 (2012: 71,000) Ordinary shares from treasury during the year.

The Company purchased 1,407,000 Ordinary shares for cancellation (2012: nil) during the year at a total cost of £416,000 (2012: £nil).

The Company purchased 728,000 Ordinary shares for treasury (2012: 1,646,500) during the year at a total cost of £206,000 (2012: £468,000).

The total number of shares held in treasury as at 30 June 2013 was 8,794,410 (2012: 8,835,910) representing 9.5 per cent. of the shares in issue as at 30 June 2013.

Under the terms of the Dividend Reinvestment Scheme Circular dated 26 February 2009, the following Ordinary shares of nominal value 10 pence were allotted during the year:

Allotment date Number
of shares
allotted
Aggregate
nominal
value of
shares
£'000
Issue
price per
share
pence per
share
Net
consideration
received
£'000
Opening mid
market price
per share on
allotment
pence per
share
30 November 2012 187,936 19 31.9 51 29.00
28 March 2013 194,845 19 31.0 52 30.00
382,781 38 103

Under the terms of the Albion VCTs Top Up Offers 2012/2013 (which closed on 30 June 2013), the following Ordinary shares of nominal value 10 pence were issued during the year;

Allotment date Number
of shares
allotted
Aggregate
nominal
value of
shares
£'000
Issue
price per
share
pence per
share
Net
consideration
received
£'000
Opening mid
market price
per share on
allotment
pence per
share
19 December 2012 854,360 85 33.8 273 30.00
5 April 2013 4,116,991 412 32.0 1,278 30.00
12 June 2013 1,387,196 139 32.7 441 30.00
6,358,547 636 1,992

15. Basic and diluted net asset value per share
The Group and Company net asset value attributable to the Ordinary shares at the year end was as follows:

30 June
2013
30 June
2012
Net asset value per share attributable (pence) 32.26 32.60

The net asset value per share at the year end is calculated in accordance with the Articles of Association and is based upon total shares in issue less treasury shares of 84,205,494 shares (2012: 79,599,166) as at 30 June 2013.

There are no convertible instruments, derivatives or contingent share agreements in issue.

16. Analysis of changes in cash during the year

30 June 2013 30 June 2012
Group Company Group Company
£'000 £'000 £'000 £'000
Opening cash balances 1,741 1,684 4,550 4,257
Net cash flow 1,039 1,039 (2,809) (2,573)
Closing cash balances 2,780 2,723 1,741 1,684

17. Reconciliation of revenue return on ordinary activities before taxation to net cash flow from operating activities

Year ended
30 June
 2013
£'000
Year ended
 30 June
2012
£'000
Revenue return before tax 590 616
Capitalised expenses (343) (332)
Recovery of VAT charged to capital - 261
(Increase) in accrued amortised loan stock interest - (33)
Decrease in receivables 4 3
(Decrease) in payables - (9)
Net cash flow from operating activities 251 506

18. Capital and financial instruments risk management
The following policies are with reference to both the Company and the Group except where 'the Company' is used below.

The Group's capital comprises Ordinary shares as described in note 14. The Company is permitted to buy back its own shares for cancellation or treasury purposes, and this is described in more detail on page 22 of the Directors' report in the Annual Report and Financial Statements.

The Group's financial instruments comprise equity and loan stock investments in unquoted companies, equity in AIM quoted companies, contingent receipts on disposal of fixed asset investments, cash balances, debtors and creditors which arise from its operations. The main purpose of these financial instruments is to generate revenue and capital appreciation for the Group's operations. The Group has no gearing or other financial liabilities apart from short term creditors. The Group does not use any derivatives for the management of its balance sheet.

The principal risks arising from the Group's operations are:

  • Investment (or market) risk (which comprises investment price and cash flow interest rate risk);
  • credit risk; and
  • liquidity risk.

The Board regularly reviews and agrees policies for managing each of these risks. There have been no changes in the nature of the risks that the Group has faced during the past year, and apart from where noted below, there have been no changes in the objectives, policies or processes for managing risks during the past year. The key risks are summarised as follows:

Investment risk
As a venture capital trust, it is the Group's specific nature to evaluate and control the investment risk of its portfolio in unquoted and in quoted companies, details of which are shown on pages 11 to 13 of the Annual Report and Financial Statements. Investment risk is the exposure of the Group to the revaluation and devaluation of investments. The main driver of investment risk is the operational and financial performance of the portfolio companies and the dynamics of market quoted comparators. The Manager receives management accounts from portfolio companies, and members of the investment management team often sit on the boards of unquoted portfolio companies; this enables the close identification, monitoring and management of investment risk.

The Manager and the Board formally review investment risk (which includes market price risk), both at the time of initial investment and at quarterly Board meetings.

The Board monitors the prices at which sales of investments are made to ensure that profits to the Group are maximised, and that valuations of investments retained within the portfolio appear sufficiently prudent and realistic compared to prices being achieved in the market for sales of unquoted investments.

The maximum investment risk as at the balance sheet date is the value of the non-current and current asset investment portfolio which is £24,588,000 (2012: £24,425,000). Non-current and current asset investments form 91 per cent. of the net asset value as at 30 June 2013 (2012: 94 per cent.).

More details regarding the classification of non-current investments are shown in note 9.

Investment price risk
Investment price risk is the risk that the fair value of future investment cash flows will fluctuate due to factors specific to an investment instrument or to a market in similar instruments. To mitigate the investment price risk for the Group as a whole, the strategy of the Group is to invest in a broad spread of industries with approximately two-thirds of the unquoted investments comprising debt securities, which, owing to the structure of their yield and the fact that they are usually secured, have a lower level of price volatility than equity. Details of the industries in which investments have been made are contained in the Portfolio of investments section on pages 11 to 13 of the Annual report and Financial Statements and in the Manager's report.

The valuation method used will be the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the IPEVCV Guidelines.

As required under IFRS 7 and FRS 29, the Board is required to illustrate by way of a sensitivity analysis, the degree of exposure to market risk. The Board considers that the value of the non-current and current asset investment portfolio is sensitive to a 10 per cent. change based on the current economic climate. The impact of a 10 per cent. change has been selected as this is considered reasonable given the current level of volatility observed both on a historical basis and future expectations.

The sensitivity of a 10 per cent. (2012: 10 per cent.) increase or decrease in the valuation of the non-current and current asset investments (keeping all other variables constant) would increase or decrease the net asset value and return for the year by £2,458,800 (2012: £2,442,500).

Cash flow interest rate risk
It is the Group's policy to accept a degree of interest rate risk on its financial assets through the effect of interest rate changes. On the basis of the Group's analysis, it is estimated that a rise of half a percentage point in all interest rates would be immaterial due to the level of fixed rate loan stock held within the portfolio. On the basis of the Company's analysis, it is considered that further falls in interest rates would not have a significant impact.

The weighted average interest rate applied to the Group's fixed rate assets during the year was approximately 5.7 per cent. (2012: 6.3 per cent.). The weighted average period to maturity for the fixed rate assets is approximately 3.6 years (2012: 2.9 years).

The Group's financial assets and liabilities as at 30 June 2013, all denominated in pounds sterling, consist of the following:

30 June 2013 30 June 2012
Fixed rate
£'000
Floating rate
£'000
Non-interest £'000 Total
£'000
Fixed rate
£'000
Floating rate
£'000
Non-interest £'000 Total
£'000
Unquoted loan stock (including convertible loan stock and discounted bonds) 13,197 78 1,249 14,524 14,203 121 594 14,918
Equity - - 10,043 10,043 - - 9,415 9,415
Receivables* - - 2 2 - - 54 54
Current asset investments - - 21 21 - - 92 92
Payables - - (219) (219) - - (290) (290)
Cash - 2,780 - 2,780 - 1,741 - 1,741
13,197 2,858 11,096 27,151 14,203 1,862 9,865 25,930

*The receivables do not reconcile to the balance sheet as prepayments are not included in the above table.

The Company's financial assets and liabilities as at 30 June 2013, all denominated in pounds sterling, consist of the following:

30 June 2013 30 June 2012
Fixed rate
£'000
Floating rate
£'000
Non-interest £'000 Total
£'000
Fixed rate
£'000
Floating rate
£'000
Non-interest £'000 Total
£'000
Unquoted loan stock (including convertible loan stock and discounted bonds) 13,197 78 1,249 14,524 14,203 121 594 14,918
Equity - - 26,623 26,623 - - 24,975 24,975
Debtors* - - 2 2 - - 54 54
Current asset investments - - 21 21 - - 92 92
Current liabilities (16,523) - (219) (16,742) (15,504) - (289) (15,793)
Cash - 2,723 - 2,723 - 1,684 - 1,684
(3,326) 2,801 27,676 27,151 (1,301) 1,805 25,426 25,930

*The debtors do not reconcile to the balance sheet as prepayments are not included in the above table.

Credit risk
Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Group. The Group is exposed to credit risk through its debtors, investment in unquoted loan stock, and cash on deposit with banks.

The Manager evaluates credit risk on loan stock and other similar instruments prior to investment, and as part of its ongoing monitoring of investments. In doing this, it takes into account the extent and quality of any security held. Typically loan stock instruments have a first fixed charge or a fixed and floating charge over the assets of the portfolio company in order to mitigate the gross credit risk. The Manager receives management accounts from portfolio companies, and members of the investment management team often sit on the boards of unquoted portfolio companies; this enables the close identification, monitoring and management of investment-specific credit risk.

Bank deposits are held with banks which have a Moody's credit rating of at least 'A'. The Group has an informal policy of limiting counterparty banking exposure to a maximum of 20 per cent. of net asset value for any one counterparty.

The Manager and the Board formally review credit risk (including receivables) and other risks, both at the time of initial investment and at quarterly Board meetings.

The Group's total gross credit risk at 30 June 2013 was limited to £14,524,000 (2012: £14,918,000) of unquoted loan stock instruments (all are secured on the assets of the portfolio company) and £2,780,000 (2012: £1,741,000) of cash deposits with banks.

The Company's total gross credit risk at 30 June 2013 was limited to £14,524,000 (2012: £14,918,000) of unquoted loan stock instruments (all are secured on the assets of the portfolio company) and £2,723,000 (2012: £1,684,000) of cash deposits with banks.

As at the balance sheet date, the cash held by the Group is held with Lloyds Bank Plc, Scottish Widows Bank plc (part of Lloyds Banking Group), National Westminster Bank plc and Barclays Bank plc. Credit risk on cash transactions is mitigated by transacting with counterparties that are regulated entities subject to prudential supervision, with high credit ratings assigned by international credit-rating agencies.

The credit profile of unquoted loan stock is described under liquidity risk shown below.

The cost, impairment and carrying value of impaired loan stocks at 30 June 2013 and 30 June 2012 are as follows:

30 June 2013 30 June 2012
Cost Impairment Carrying value Cost Impairment Carrying value
£'000 £'000 £'000 £'000 £'000 £'000
Impaired loan stock 7,163 (2,085) 5,078 6,694 (2,142) 4,552

Impaired loan stock instruments have a first fixed charge or a fixed and floating charge over the assets of the portfolio company and the Board estimate that the security value approximates to the carrying value.

Liquidity risk
Liquid assets are held as cash on current account and cash on deposit or short term money market account. Under the terms of its Articles, the Group has the ability to borrow up to the amount of its adjusted capital and reserves of the latest published audited consolidated balance sheet, which amounts to £26,113,000 (2012: £24,956,000) as at 30 June 2013.

The Group has no committed borrowing facilities as at 30 June 2013 (2012: nil) and had cash balances of £2,780,000 (2012: £1,741,000) (Company £2,723,000; 2012: £1,684,000).  The main cash outflows are for new investments, dividends and share buy backs, which are within the control of the Group. The Manager formally reviews the cash requirements of the Group on a monthly basis, and the Board on a quarterly basis, as part of its review of management accounts and forecasts.

All of the Group's financial liabilities are short term in nature and total £219,000 (2012: £290,000) for the year to 30 June 2013 (Company: 30 June 2013; £16,742,000; 30 June 2012: £15,793,000). An amount of £16,523,000 (2012: £15,504,000) which is included within the Company's creditors, relates to intercompany balances and is not considered to carry liquidity risk.

The carrying value of loan stock investments at 30 June 2013, analysed by expected maturity dates is as follows:

Redemption date Fully performing
loan stock
£'000
Past due
loan stock
£'000
Impaired
loan stock
£'000
Total
£'000
Less than one year 744 1,354 282 2,380
1-2 years 369 209 1,009 1,587
2-3 years 3,143 412 1,906 5,461
3-5 years 1,174 324 1,803 3,301
More than 5 years 713               1004 78 1,795
6,143 3,303 5,078 14,524

The carrying value of loan stock investments at 30 June 2012, analysed by expected maturity dates is as follows:

Redemption date Fully performing
loan stock
£'000
Past due
loan stock
£'000
Impaired
loan stock
£'000
Total
£'000
Less than one year 1,171 1,673 2,023 4,867
1-2 years 814 143 656 1,613
2-3 years 340 191 1,005 1,536
3-5 years 2,527 2,181 868 5,576
More than 5 years 467   859 - 1,326
5,319 5,047 4,552 14,918

Loan stocks can be past due as a result of interest or capital not being paid in accordance with contractual terms.

The average annual  interest yield on the total cost of past due loan stocks is 5 per cent..

Loan stock with a carrying value of £2,702,000 had loan stock interest past due of less than 12 months.

Loan stock with a carrying value of £398,000 had loan stock interest past due greater than 12 months. Within this, loan stock with a carrying value of £266,000 had capital past due by greater than 12 months but less than 5 years.

Additional loan stock with a carrying value of £203,000 had capital past due by greater than 12 months but less than 5 years.

In view of the availability of adequate cash balances and the repayment profile of loan stock investments, the Board considers that the Group is subject to low liquidity risk.

Fair values of financial assets and financial liabilities
All the Group's financial assets and liabilities as at 30 June 2013 are stated at fair value as determined by the Directors, with the exception of loans and receivables included within investments, cash, receivables and payables, which are measured at amortised cost, as permitted by IAS 39. In the opinion of the Directors, the amortised cost of loan stock is not materially different to the fair value of the loan stock. There are no financial liabilities other than short term trade and other payables. The Group's financial liabilities are all non-interest bearing. It is the Directors' opinion that the book value of the financial liabilities is not materially different to the fair value and all are payable within one year, and that the Group is subject to low financial risk as a result of having nil gearing and positive cash balances.

19. Post balance sheet events
Since 30 June 2013 the Company has completed the following investment transactions:

  • New investments of £708,000
  • Follow-on investments of £93,000
  • Proceeds of £507,000 (excluding deferred consideration) from the sale of Opta Sports Data Limited in July 2013
  • Proceeds of £209,000 from the sale of Prime Care Holdings Limited in July 2013

20. Contingencies and guarantees
There are no external contingencies for or guarantees by the Group or Company as at 30 June 2013 (2012: nil).

As at 30 June 2013 Crown Place VCT PLC had the following financial commitments:

  • DySIS Medical Limited, £18,000
  • Mi-Pay Limited, £15,000
  • MyMeds&Me Limited, £110,000; and
  • Proveca Limited, £112,000

Under the terms of the Transfer Agreement dated 16 January 2006, Crown Place VCT PLC has indemnified its subsidiaries, CP1 VCT PLC and CP2 VCT PLC in respect of all costs, claims and liabilities in exchange for the transfer of assets.

21. Related party transactions
There are no related party transactions or balances requiring disclosure.

22. Principal risks and uncertainties
In addition to the current economic risks outlined in the Chairman's statement, the Board considers that the Company faces the following major risks and uncertainties:

1. Economic risk
Changes in economic conditions, including interest rates, rates of inflation, industry conditions, competition, political, EU, diplomatic events and other factors could substantially and adversely affect the Company's prospects in a number of ways.

To reduce this risk, in addition to investing equity in portfolio companies, the Company often invests in secured loan stock and has a policy of not normally permitting any external bank borrowings within portfolio companies. Additionally, the Manager has been rebalancing the sector exposure of the portfolio with a view to reducing reliance on consumer led sectors.

2. Investment risk
This is the risk of investment in poor quality assets which reduce the capital and income returns to shareholders, and negatively impacts on the Company's reputation. By nature, smaller unquoted businesses, such as those that qualify for venture capital trust purposes are more fragile than larger, long established businesses.

The success of investments in certain sectors is also subject to regulatory risk, such as those affecting companies involved in UK renewable energy.

To reduce this risk, the Board places reliance upon the skills and expertise of the Manager and their strong track record for investing in this segment of the market. In addition, the Manager operates a formal and structured investment process, which includes an Investment Committee, comprising investment professionals from the Manager and at least one external investment professional. The Manager also invites, and takes account of, comments from all non-executive Directors of the Company on investments discussed at the Investment Committee meetings. Investments are actively and regularly monitored by the Manager (investment managers normally sit on portfolio company boards) and the Board receives detailed reports on each investment as part of the Manager's report at quarterly board meetings. It is the policy of the Company for portfolio companies to not normally have external borrowings.

The Board and the Manager closely monitor regulatory changes in the sectors in which the Company is invested.

3. Valuation risk
The Company's investment valuation method is reliant on the accuracy and completeness of information that is issued by portfolio companies. In particular, the Directors may not be aware of or take into account certain events or circumstances which occur after the information issued by such companies is reported.

As described in note 1 of the Financial Statements, the unquoted equity investments, convertible loan stock and debt issued at a discount held by the Company are measured at fair value through profit or loss and valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines. These guidelines set out recommendations, intended to represent current best practice on the valuation of venture capital investments. These investments are valued on the basis of forward looking estimates and judgments about the business itself, its market and the environment in which it operates, together with the state of the mergers and acquisitions market, stock market conditions and other factors. In making these judgments the valuation takes into account all known material facts up to the date of approval of the Financial Statements by the Board. The sensitivity of these assumptions is commented on further in notes 9 and 18. All other unquoted loan stock is measured at amortised cost.

4. Venture Capital Trust approval risk
The Company's current approval as a venture capital trust allows investors to take advantage of tax reliefs on initial investment and ongoing tax free capital gains and dividend income. Failure to meet the qualifying requirements could result in investors losing the tax relief on initial investment and loss of tax relief on any tax-free income or capital gains received. In addition, failure to meet the qualifying requirements could result in a loss of listing of the shares.

To reduce this risk, the Board has appointed the Manager, who has a team with significant experience in venture capital trust management and is used to operating within the requirements of the venture capital trust legislation. In addition, to provide further formal reassurance, the Board has appointed PricewaterhouseCoopers LLP as its taxation advisers. PricewaterhouseCoopers LLP report quarterly to the Board to independently confirm compliance with the venture capital trust legislation, to highlight areas of risk and to inform on changes in legislation.

5. Compliance risk
The Company is listed on The London Stock Exchange and is required to comply with the rules of the UK Listing Authority, as well as with the Companies Act, Accounting Standards, EU and other legislation. Failure to comply with these regulations could result in a delisting of the Company's shares, or other penalties under the Companies Act or from financial reporting or regulatory oversight bodies.

Board members and the Manager have experience of operating at the most senior levels within quoted businesses. In addition, the Board and the Manager receive regular updates on new regulation from its Auditor, lawyers and other professional bodies.

6. Internal control risk
Failures in key controls, within the Board or within the Manager's business, could put assets of the Group and the Company at risk or result in reduced or inaccurate information being passed to the Board or to shareholders.

The Audit and Risk Committee meets with the Manager's internal auditors, PKF Littlejohn LLP (formerly Littlejohn LLP) when required, receiving a report regarding the last formal internal audit performed on the Manager, and providing the opportunity for the Audit and Risk Committee to ask specific and detailed questions. During the past year the Chairman of the Audit and Risk Committee has met with the internal audit partner of PKF Littlejohn LLP to discuss the most recent internal audit report completed on the Manager. The Manager has a comprehensive business continuity plan in place in the event that operational continuity is threatened. Further details regarding the Board's management and review of the Group's internal controls through the implementation of the Turnbull guidance are detailed on page 26 of the Annual Report and Financial Statements.

Measures are in place to mitigate information risk in order to ensure the integrity, availability and confidentiality of information used within the business.

7. Reliance upon third parties risk
The Group and the Company are reliant upon the services of Albion Ventures LLP for the provision of investment management and administrative functions. There are provisions within the management agreement for the change of Manager under certain circumstances (for more detail, see the management agreement paragraph on page 21 of the Annual report and Financial Statements). In addition, the Manager has demonstrated to the Board that there is no undue reliance placed upon any one individual within Albion Ventures LLP.

8. Financial risks
By its nature, as a venture capital trust, the Company is exposed to investment risk (which comprises investment price risk and cash flow interest rate risk), credit risk and liquidity risk. The Company's policies for managing these risks and its financial instruments are outlined in full in note 18 to the Financial Statements.

All of the Group's income and expenditure is denominated in sterling and hence the Group has no foreign currency risk. The Group is financed through equity and does not have any borrowings. The Group does not use derivative financial instruments for speculative purposes.

23. Other information
The information set out in this announcement does not constitute the Company's statutory accounts within the terms of section 434 of the Companies Act 2006 for the years ended 30 June 2013 and 30 June 2012, and is derived from the statutory accounts for those financial years, which have been, or in the case of the accounts for the year ended 30 June 2013, which will be, delivered to the Registrar of Companies. The Auditor reported on those accounts; the reports were unqualified and did not contain a statement under s498 (2) or (3) of the Companies Act 2006.

The Company's Annual General Meeting will be held at The City of London Club, 19 Old Broad Street, London, EC2N 1DS on 14 November 2013 at 11:30 am.

24. Publication
The full audited Annual Report and Financial Statements are being sent to shareholders and copies will be made available to the public at the registered office of the Company, Companies House, the National Storage Mechanism and also electronically at www.albion-ventures.co.uk under the 'Our Funds' section, by clicking on 'Crown Place VCT PLC', where the Report can be accessed as a PDF document via a link under the 'Investor Centre' in the 'Financial Reports and Circulars' section.


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