Downing Protected VCT II plc
Interim Statement for the six months ended 31 July 2007
SHAREHOLDER INFORMATION
Performance summary
|
|
Downing Protected
VCT II plc |
Downing Protected
VCT III plc | ||||
|
|
31 Jul
2007 |
31 Jan
2007 |
31 Jul
2006 |
31 Jul
2007 |
31 Jan
2007 |
31 Jul
2006 |
|
|
pence |
pence |
pence |
pence |
pence |
pence |
|
Net asset value per share |
95.4 |
95.8 |
95.3 |
95.4 |
95.8 |
95.3 |
|
Cumulative distributions per share |
2.5 |
1.0 |
1.0 |
2.5 |
1.0 |
1.0 |
|
Total return per share |
97.9 |
96.8 |
96.3 |
97.9 |
96.8 |
96.3 |
Dividend History
|
Year end |
Date Paid |
Pence per share |
|
Final 2006 |
27 June 2006 |
1.0 |
|
Final 2007 |
13 July 2007 |
1.5 |
|
|
|
2.5 |
CHAIRMAN'S STATEMENT
Your Company has continued to make satisfactory progress throughout the six month period ended 31 July 2007.
Venture capital investments
One new qualifying investment was made during the period. £1 million was invested in Hoole Hall Country Club and Spa Limited. The company has acquired the Hoole Hall hotel near Chester and is undertaking an extensive renovation to add conferencing, banqueting and spa facilities to the site.
The Company also made three non-VCT qualifying investments during the period. Investments totalling £1.6 million were made in Green Mountain Contractors Limited, Vermont Developments Limited and Sanguine Hospitality Limited. Each of these businesses has experienced management teams who are well-known to the Investment Manager and gives the Company opportunities to enhance the yield on its non-qualifying funds with negligible risk.
One further portfolio development is that Honeycombe Pubs VCT Limited is expected to repay part of its loan stock in the near future. As a result, this element of the investment is now being treated as non-VCT qualifying.
At 31 July 2007, the Company had a portfolio which includes 8 VCT qualifying investments with a total cost of £5.9 million, producing a VCT qualifying percentage of 61%. The Investment Manager has two further investments earmarked for the Company which will ensure that the 70% target is met before the deadline of 31 January 2008.
The underlying businesses of each of the investments have continued to perform to plan throughout the period and the Board has concluded that no adjustments to the valuations are required, with each investment being held at cost.
Fixed income securities portfolio
During the period the Company disposed of three corporate bonds raising approximately £1.5 million, which was used to make the non-VCT qualifying investments mentioned above.
Net Asset Value and Results
At 31 July 2007, the Net Asset Value per Ordinary Share ("NAV") stood at 95.4p, an increase of 1.1p since the previous year end of 31 January 2007 (after adjusting for the 1.5p dividend paid during the period). Total Return (NAV plus cumulative dividends since launch) now stands at 97.9p per share.
The profit on ordinary activities after taxation for the period was £105,000, comprising a revenue profit of £116,000 and a capital loss of £11,000.
Share repurchase
The Company operates a policy, subject to certain restrictions, of buying any shares that become available in the market. No shares were purchased in the period under review.
Risk and uncertainties
The Board has reviewed the principal risks and uncertainties facing the Company over the remainder of the financial period and concluded that the key risks are:
- investment risk associated with investing in small and immature businesses; and
- failure to maintain approval as a VCT.
In both cases the Board is satisfied with the Company's approach to these risks. The strategy of, where possible, taking charges over assets to secure its investments helps to limit any potential losses which could arise from the failure of an investee business.
The Company continually monitors its compliance with the VCT regulations and retains PricewaterhouseCoopers to provide regular reviews and advice in this area. By the end of the current financial year, the Company must comply with the 70% Test. The Board is satisfied with the Investment Manager's plans for achieving this in a timely manner, with one potential investment progressing that is expected to complete shortly and another potential investment which can be used as a contingency to ensure that the 70% Test is met before the deadline.
Outlook
The Manager's focus is now starting to shift towards possible investment exits which may allow the Company to make a significant distribution to Shareholders in the summer of 2008 in line with the strategy outlined in the Company's prospectus. I hope to be in a position to provide further details of the exit plans with the results for the year ended 31 January 2008.
Hugh Gillespie
Chairman
27 September 2007
INCOME STATEMENT
for the six months ended 31 July 2007
|
|
Six months ended
31 July 2007 |
| |||||
|
|
Revenue |
|
Capital |
|
Total |
| |
|
|
£'000 |
|
£'000 |
|
£'000 |
| |
|
|
|
|
|
|
|
| |
|
Income |
285 |
|
- |
|
285 |
| |
|
|
|
|
|
|
|
| |
|
Net loss on investments |
- |
|
(11) |
|
(11) |
| |
|
|
285 |
|
(11) |
|
274 |
| |
|
|
|
|
|
|
|
| |
|
Investment management fees |
(49) |
|
- |
|
(49) |
| |
|
Other expenses |
(70) |
|
- |
|
(70) |
| |
|
|
|
|
|
|
|
| |
|
Return on ordinary activities before taxation |
166 |
|
(11) |
|
155 |
| |
|
|
|
|
|
|
|
| |
|
Taxation |
(50) |
|
- |
|
(50) |
| |
|
|
|
|
|
|
|
| |
|
Return attributable to equity shareholders |
116 |
|
(11) |
|
105 |
| |
|
|
|
|
|
|
|
| |
|
Return per Ordinary share |
1.1p |
|
(0.1p) |
|
1.0p |
| |
|
|
|
|
|
|
|
| |
|
|
Six months ended
31 July 2006 |
Year ended 31 Jan 2007 | |||||
|
|
Revenue |
|
Capital |
|
Total |
|
Total |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
|
|
Income |
232 |
|
- |
|
232 |
|
480 |
|
|
|
|
|
|
|
|
|
|
Net loss on investments |
- |
|
(28) |
|
(28) |
|
(68) |
|
|
232 |
|
(28) |
|
204 |
|
412 |
|
|
|
|
|
|
|
|
|
|
Investment management fees |
(48) |
|
- |
|
(48) |
|
(97) |
|
Other expenses |
(67) |
|
- |
|
(67) |
|
(131) |
|
|
|
|
|
|
|
|
|
|
Return on ordinary activities before taxation |
117 |
|
(28) |
|
89 |
|
184 |
|
|
|
|
|
|
|
|
|
|
Taxation |
(32) |
|
- |
|
(32) |
|
(71) |
|
|
|
|
|
|
|
|
|
|
Return attributable to equity shareholders |
85 |
|
(28) |
|
57 |
|
113 |
|
|
|
|
|
|
|
|
|
|
Return per Ordinary share |
0.8p |
|
(0.3)p |
|
0.5p |
|
1.1p |
|
|
|
|
|
|
|
|
|
A Statement of Total Recognised Gains and Losses has not been prepared as all gains/losses are recognised in the Income Statement as noted above.
UNAUDITED SUMMARISED BALANCE SHEET
as at 31 July 2007
|
|
31 Jul
2007 |
|
31 Jul
2006 |
|
31 Jan
2007 |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
Investments |
|
|
|
|
|
|
Venture capital investments |
7,918 |
|
5,591 |
|
5,870 |
|
Fixed interest investments |
1,370 |
|
2,930 |
|
2,882 |
|
|
|
|
|
|
|
|
Net current assets |
407 |
|
1,165 |
|
986 |
|
|
|
|
|
|
|
|
(20) |
|
(20) |
|
(20) | |
|
|
|
|
|
|
|
|
Net assets |
9,675 |
|
9,666 |
|
9,718 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital and reserves |
|
|
|
|
|
|
Called up share capital |
101 |
|
101 |
|
101 |
|
Capital redemption reserve |
1 |
|
1 |
|
1 |
|
Special reserve |
9,506 |
|
- |
|
9,502 |
|
Share premium |
- |
|
9,506 |
|
- |
|
Revenue reserve |
146 |
|
86 |
|
182 |
|
Capital reserve - unrealised |
(49) |
|
(28) |
|
(75) |
|
Capital reserve - realised |
(30) |
|
- |
|
7 |
|
|
|
|
|
|
|
|
Total equity |
9,675 |
|
9,666 |
|
9,718 |
|
|
|
|
|
|
|
|
Net asset value per Ordinary share |
95.4p |
|
95.3p |
|
95.8p |
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
|
|
31 Jul
2007 |
|
31 Jul
2006 |
|
31 Jan
2007 |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
|
Opening shareholders' funds |
9,718 |
|
9,732 |
|
9,732 |
|
Repurchase of own shares |
4 |
|
(21) |
|
(25) |
|
Total recognised gains for the period |
105 |
|
57 |
|
113 |
|
Distributions paid in period |
(152) |
|
(102) |
|
(102) |
|
|
|
|
|
|
|
|
Closing shareholders' funds |
9,675 |
|
9,666 |
|
9,718 |
UNAUDITED CASH FLOW STATEMENT
for the six months ended 31 July 2007
|
|
|
31 Jul
2007 |
|
31 Jul
2006 |
|
31 Jan
2007 |
|
|
Note |
£'000 |
|
£'000 |
|
£'000 |
|
Cash inflow/(outflow) from
operating activities and returns on
investments |
1 |
78 |
|
(2) |
|
227 |
|
|
|
|
|
|
|
|
|
Taxation |
|
|
|
|
|
|
|
Corporation tax paid |
|
- |
|
- |
|
(43) |
|
|
|
|
|
|
|
|
|
Capital expenditure |
|
|
|
|
|
|
|
Purchase of investments |
|
(2,555) |
|
(4,807) |
|
(6,435) |
|
Proceeds from sale of investment |
|
2,007 |
|
- |
|
1,357 |
|
Net cash outflow from capital expenditure |
|
(548) |
|
(4,807) |
|
(5,078) |
|
|
|
|
|
|
|
|
|
Equity dividends paid |
|
(152) |
|
(102) |
|
(102) |
|
|
|
|
|
|
|
|
|
Net cash outflow before financing
|
|
(622) |
|
(4,911) |
|
(4,996) |
|
Financing |
|
|
|
|
|
|
|
Purchase of own shares |
|
4 |
|
(21) |
|
(25) |
|
Net cash inflow/(outflow) from financing |
|
4 |
|
(21) |
|
(25) |
|
Decrease in cash |
2 |
(618) |
|
(4,932) |
|
(5,021) |
|
|
|
|
|
|
|
|
|
Notes to the cash flow statement:
|
|
|
|
|
|
|
|
1.Cash inflow from operating activities and
returns on investments |
|
|
|
|
| |
|
Net revenue before taxation |
|
166 |
|
117 |
|
252 |
|
Increase in other debtors |
|
(22) |
|
(111) |
|
(45) |
|
Increase/(decrease) in other creditors |
|
(66) |
|
(8) |
|
20 |
|
Net cash inflow/(outflow) from
operating activities |
|
78 |
|
(2) |
|
227 |
|
|
|
|
|
|
|
|
|
2. Analysis of net funds |
|
|
|
|
|
|
|
Beginning of period |
|
1,043 |
|
6,064 |
|
6,064 |
|
Net cash outflow |
|
(618) |
|
(4,932) |
|
(5,021) |
|
End of period |
|
425 |
|
1,132 |
|
1,043 |
SUMMARY OF INVESTMENT PORTFOLIO
as at 31 July 2007
|
|
Cost |
Valuation |
% of portfolio |
|
Movement
in the
period | ||
|
Venture capital investments |
£'000 |
|
£'000 |
|
by value |
|
£'000 |
|
|
|
|
|
|
|
|
|
|
VCT qualifying |
|
|
|
|
|
|
|
|
Cymbal Contracting Limited |
1,000 |
|
1,000 |
|
10.3% |
|
- |
|
Ebury Contracting Limited |
1,000 |
|
1,000 |
|
10.3% |
|
- |
|
Ebury Contracting (South East) Limited |
1,000 |
|
1,000 |
|
10.3% |
|
- |
|
Hoole Hall Country Club and Spa Limited |
1,000 |
|
1,000 |
|
10.3% |
|
- |
|
Nu Nu plc |
1,000 |
|
1,000 |
|
10.3% |
|
- |
|
Honeycombe Pubs VCT plc* |
650 |
|
650 |
|
6.7% |
|
- |
|
Chapel Contractors Limited |
460 |
|
460 |
|
4.7% |
|
- |
|
Downing Office Villages Contractor Ltd |
252 |
|
252 |
|
2.6% |
|
- |
|
|
|
|
|
|
|
|
|
|
|
6,362 |
|
6,362 |
|
65.5% |
|
- |
|
Non VCT Qualifying |
|
|
|
|
|
|
|
|
Vermont Developments Ltd |
500 |
|
500 |
|
5.1% |
|
- |
|
Green Mountain Constructions Ltd |
430 |
|
430 |
|
4.4% |
|
- |
|
Heyford Homes (Thornton Hall) Ltd |
376 |
|
376 |
|
3.9% |
|
- |
|
Sanguine Hospitality Ltd |
250 |
|
250 |
|
2.6% |
|
- |
|
|
|
|
|
|
|
|
|
|
|
1,556 |
|
1,556 |
|
16.0% |
|
- |
|
|
|
|
|
|
|
|
|
|
Listed fixed income securities |
1,418 |
|
1,370 |
|
14.1% |
|
(49) |
|
|
|
|
|
|
|
|
|
|
Total |
9,336 |
|
9,288 |
|
95.6% |
|
(49) |
|
|
|
|
|
|
|
|
|
|
Cash at bank and in hand |
|
|
425 |
|
4.4% |
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments |
|
|
9,713 |
|
100.0% |
|
|
* Part of investment is non-VCT qualifying
SUMMARY OF INVESTMENT MOVEMENTS
for the six months ended 31 July 2007
Additions
|
|
£'000 |
|
VCT Qualifying investments |
|
|
Hoole Hall Country Club and Spa Ltd |
1,000 |
|
|
|
|
Non VCT Qualifying investments |
|
|
Vermont Developments Ltd |
875 |
|
Green Mountain Contractors Ltd |
430 |
|
Sanguine Hospitality Ltd |
250 |
|
|
2,555 |
Disposals
|
|
Cost |
|
Proceeds |
|
Gain/
(loss) |
|
Profit/
(loss) |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
|
Non VCT Qualifying investments |
|
|
|
|
|
|
|
|
Heyford Homes (Weldon) Ltd |
132 |
|
131 |
|
- |
|
- |
|
Vermont Developments Ltd |
375 |
|
375 |
|
- |
|
- |
|
|
506 |
|
506 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
Listed fixed income securities |
|
|
|
|
|
|
|
|
American Express 18/08/09 |
511 |
|
498 |
|
(13) |
|
2 |
|
Countrywide Financial 15/12/08 |
509 |
|
499 |
|
(10) |
|
- |
|
HSBC Finance 22/01/10 |
519 |
|
504 |
|
(15) |
|
1 |
|
|
1,539 |
|
1,501 |
|
(38) |
|
3 |
|
|
|
|
|
|
|
|
|
|
|
2,045 |
|
2,007 |
|
(38) |
|
3 |
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
1. The unaudited interim results cover the six months to 31 July 2007 and have been prepared in accordance with the accounting policies set out in the statutory accounts for the year ended 31 January 2007 which were prepared under UK Generally Accepted Accounting Practice ("UK GAAP") and in accordance with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies" revised December 2005 ("SORP").
2. All revenue and capital items in the Income Statement derive from continuing operations.
3. The Company has only one class of business and derives its income from investments made in shares, securities and bank deposits.
4. The comparative figures are in respect of the six-month period ended 31 July 2006 and the 12 month period ended 31 January 2007 respectively.
5. Return per share for the period has been calculated on 10,143,848 shares, being the weighted average number of shares in issue during the period.
6. Dividends
|
|
31 July
2007 |
|
31 Jan
2007 | ||||
|
|
Revenue |
|
Capital |
|
Total |
|
Total |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
|
Paid in year |
|
|
|
|
|
|
|
|
2007 Final |
152 |
|
- |
|
152 |
|
- |
|
2006 Final |
- |
|
- |
|
- |
|
102 |
|
|
152 |
|
- |
|
152 |
|
102 |
7. Reserves
|
|
Capital
redemption
reserve |
Special
reserve |
Capital
reserve -
realised |
Capital
reserve -
unrealised |
Revenue
reserve |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
At 1 February 2007 |
1 |
9,502 |
7 |
(75) |
182 |
|
Shares repurchased |
- |
4 |
- |
- |
- |
|
Net gains/(losses) on investments |
- |
- |
3 |
(14) |
- |
|
Realisation of revaluations from previous years |
- |
- |
(40) |
40 |
- |
|
Distributions paid |
- |
- |
- |
- |
(152) |
|
Retained net revenue for the year |
- |
- |
- |
- |
116 |
|
|
|
|
|
|
|
|
At 31 July 2007 |
1 |
9,506 |
(30) |
(49) |
146 |
The Special Reserve, Capital Reserve - Realised and Revenue Reserve are all distributable reserves.
8. The unaudited condensed financial statements set out herein do not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985 and have not been delivered to the Registrar of Companies. The figures for the year ended 31 January 2007 have been extracted from the financial statements for that year, which have been delivered to the Registrar of Companies; the auditors' report on those financial statements was unqualified.
9. The Directors confirm that, to the best of their knowledge, the half-yearly financial statements have been prepared in accordance with the "Statement: Half-Yearly Financial Reports" issued by the UK Accounting Standards Board and the half-yearly financial report includes a fair review of the information required by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the year, and
(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period, and any changes in the related party transactions described in the last annual report that could do so.
10. Copies of the unaudited interim results will be sent to Shareholders shortly. Further copies can be obtained from the Company's Registered Office.