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0uncons | GB0030961691_2010_AR_english_01.txt_0 | GB0030961691_2010_AR_english_01.txt | British Portfolio Trust plc
Annual Financial Report for the year ended 31st October 2010
British Portfolio Trust plc
Contents
Investment Policy.............................................................................................................................................................................................................. 2 Financial Summary............................................................................................................................................................................................................ 3 Chairman's Statement...................................................................................................................................................................................................... 4 Investment Manager's Review........................................................................................................................................................................................ 5 Listed Holdings.................................................................................................................................................................................................................. 9 Distribution of Assets........................................................................................................................................................................................................ 10 Historical Record................................................................................................................................................................................................................ 12 Directors, Investment Manager and Advisers.............................................................................................................................................................. 13 Directors' Report................................................................................................................................................................................................................ 15 Statement of Directors' Responsibilities........................................................................................................................................................................ 22 Corporate Governance Report........................................................................................................................................................................................ 23 Directors' Remuneration Report.................................................................................................................................................................................... 27 Independent Auditors' Report........................................................................................................................................................................................ 29 Income Statement............................................................................................................................................................................................................ 31 Reconciliation of Movements in Shareholders' Funds................................................................................................................................................ 32 Balance Sheet.................................................................................................................................................................................................................... 33 Cash Flow Statement........................................................................................................................................................................................................ 34 Statement of Accounting Policies.................................................................................................................................................................................... 35 Notes to the Financial Statements.................................................................................................................................................................................. 37 Investor Information........................................................................................................................................................................................................ 49 Notice of Meeting.............................................................................................................................................................................................................. 52
1
British Portfolio Trust plc
Investment Policy
Investment Objective
The Company seeks to provide shareholders with growth in capital and income over the long term through investing principally in UK listed equities. Such equities will consist mainly of the shares in FTSE 100 companies, but will also include medium-sized and smaller companies.
Benchmark
In assessing the investment performance of the Investment Manager, the Directors will have regard to the total return on the Company's portfolio compared with that of the FTSE All-Share Index.
Our Investment Approach
Our objective is to produce growth in capital and income from a portfolio of UK shares over the medium term. We believe that this approach will appeal to investors who wish to achieve a diversified exposure to the UK equity market through a single actively managed investment. When assessing the Investment Manager's performance, the Directors look at the return of the Company against the FTSE All-Share Index, on a three year rolling basis.
Gearing
The Company has the facility to `gear' to borrow money with the objective of enhancing future returns. We will not invest more than 20% of the Company's net assets using `gearing' at the time of investment. Gearing will not at any time exceed 75% of net assets, the maximum | 0 |
0uncons | GB0030961691_2010_AR_english_01.txt_1 | GB0030961691_2010_AR_english_01.txt | Policy
Investment Objective
The Company seeks to provide shareholders with growth in capital and income over the long term through investing principally in UK listed equities. Such equities will consist mainly of the shares in FTSE 100 companies, but will also include medium-sized and smaller companies.
Benchmark
In assessing the investment performance of the Investment Manager, the Directors will have regard to the total return on the Company's portfolio compared with that of the FTSE All-Share Index.
Our Investment Approach
Our objective is to produce growth in capital and income from a portfolio of UK shares over the medium term. We believe that this approach will appeal to investors who wish to achieve a diversified exposure to the UK equity market through a single actively managed investment. When assessing the Investment Manager's performance, the Directors look at the return of the Company against the FTSE All-Share Index, on a three year rolling basis.
Gearing
The Company has the facility to `gear' to borrow money with the objective of enhancing future returns. We will not invest more than 20% of the Company's net assets using `gearing' at the time of investment. Gearing will not at any time exceed 75% of net assets, the maximum level of borrowings under the Articles of Association.
Risk Diversification and Asset Allocation
When considering the overall strategy of the Company, the Board is also conscious of the fact that many shareholders have acquired the shares to achieve diversification, and also wish to be able to transfer shares to succeeding generations. The Company's objective is therefore to have a mainstream growth orientation, rather than any specific sector bias, and to be a suitable equity component of both individual portfolios and family trusts. The portfolio will normally comprise between 50 and 100 holdings and no one investment will exceed 15% of the assets at the time of investment. The principal investment area of the fund is UK Equities. As a vehicle dedicated to investment in equities, we are unlikely to hold significant levels of cash. If we are cautious about the outlook for markets, we will in the first instance reduce our gearing and repay our bank facility and then raise cash, up to a level of around 10% of our total assets. We aim to achieve attractive real inflation adjusted returns in the medium term, and this objective is pursued through investment in equities, which have historically been more volatile than fixed interest investments and cash, but have provided higher long term returns. The Directors regularly review the mandate given to | 1 |
0uncons | GB0030961691_2010_AR_english_01.txt_2 | GB0030961691_2010_AR_english_01.txt | level of borrowings under the Articles of Association.
Risk Diversification and Asset Allocation
When considering the overall strategy of the Company, the Board is also conscious of the fact that many shareholders have acquired the shares to achieve diversification, and also wish to be able to transfer shares to succeeding generations. The Company's objective is therefore to have a mainstream growth orientation, rather than any specific sector bias, and to be a suitable equity component of both individual portfolios and family trusts. The portfolio will normally comprise between 50 and 100 holdings and no one investment will exceed 15% of the assets at the time of investment. The principal investment area of the fund is UK Equities. As a vehicle dedicated to investment in equities, we are unlikely to hold significant levels of cash. If we are cautious about the outlook for markets, we will in the first instance reduce our gearing and repay our bank facility and then raise cash, up to a level of around 10% of our total assets. We aim to achieve attractive real inflation adjusted returns in the medium term, and this objective is pursued through investment in equities, which have historically been more volatile than fixed interest investments and cash, but have provided higher long term returns. The Directors regularly review the mandate given to the Investment Manager, and in particular whether the range of companies in the UK market allows them to assemble a diversified portfolio, spread between industrial sectors. With the majority of earnings from the UK's top 100 companies currently being derived from overseas operations, and a broad range of industry sectors to choose from, the Board currently believes that there are sufficient investment opportunities which are constituents of the FTSE All-Share Index, to achieve the Company's objective of capital and income growth over the long term.
2
British Portfolio Trust plc
Financial Summary
Revenue Available for Ordinary Dividend Earnings per Ordinary Share Dividend per Ordinary Share (excluding special dividend) Key Data as at: Net Asset Value per Ordinary Share FTSE All-Share Index (Capital Return) Ordinary Share Price Discount of Ordinary Share Price to Net Asset Value Total Net Assets Total Expense Ratio
For the year ended 31st October 2010
£1,820,164 £1,501,316
4.58p 5.10p
For the year ended 31st October 2009
£2,000,318 £1,606,739
4.42p 5.10p
31st October | 2 |
0uncons | GB0030961691_2010_AR_english_01.txt_3 | GB0030961691_2010_AR_english_01.txt | the Investment Manager, and in particular whether the range of companies in the UK market allows them to assemble a diversified portfolio, spread between industrial sectors. With the majority of earnings from the UK's top 100 companies currently being derived from overseas operations, and a broad range of industry sectors to choose from, the Board currently believes that there are sufficient investment opportunities which are constituents of the FTSE All-Share Index, to achieve the Company's objective of capital and income growth over the long term.
2
British Portfolio Trust plc
Financial Summary
Revenue Available for Ordinary Dividend Earnings per Ordinary Share Dividend per Ordinary Share (excluding special dividend) Key Data as at: Net Asset Value per Ordinary Share FTSE All-Share Index (Capital Return) Ordinary Share Price Discount of Ordinary Share Price to Net Asset Value Total Net Assets Total Expense Ratio
For the year ended 31st October 2010
£1,820,164 £1,501,316
4.58p 5.10p
For the year ended 31st October 2009
£2,000,318 £1,606,739
4.42p 5.10p
31st October 2010 146.9p
2,936.15 142.0p -3.3%
£46,023,147 1.57%
31st October 2009 127.8p
2,584.59 123.5p -3.4%
£44,364,126 1.47%
% change -9.0 -6.6 +3.6
+14.9 +13.6 +15.0
n/a +3.7 +6.8
Explanation of the movement in Net Asset Value per Ordinary Share
Over the year to 31st October 2010 the benchmark index increased by 13.6%. Other factors accounting for the remainder of the difference between the opening and closing net asset value per share include the proportions of management fee and finance costs which are charged to capital and the retained revenue and impact of repurchasing Ordinary Shares, as set out below.
Portfolio performance for the year ended 31st October 2010
Performance of portfolio benchmark (Capital Return) Outperformance of equity portfolio against benchmark Due to stock selection Due to sector selection
Effect of gearing on portfolio
13.6%
0.1% 1.3%
| 3 |
0uncons | GB0030961691_2010_AR_english_01.txt_b0 | GB0030961691_2010_AR_english_01.txt | Nominated persons should contact the registered member by whom they were nominated in respect of these arrangements. 10. Corporate representatives are entitled to attend and vote on behalf of the corporate member in accordance with Section 323 of the Companies Act 2006. Pursuant to the Companies (Shareholders' Rights) Regulations 2009 (SI 2009/1632), multiple corporate representatives appointed by the same corporate member can vote in different ways provided they are voting in respect of different shares. 11. Members have a right under Section 319A of the Companies Act 2006 to require the Company to answer any question raised by a member at the AGM, which relates to the business being dealt with at the meeting, although no answer need be given (a) if to do so would interfere unduly with the preparation of the meeting or involve disclosure of confidential information; (b) if the answer has already been given on the Company's website; or (c) it is undesirable in the best interests of the Company or the good order of the meeting. 12. Members satisfying the thresholds in Section 527 of the Companies Act 2006 can require the Company, at its expense, to publish a statement on the Company website setting out any matter which relates to the audit of the Company's accounts that are to be laid before the meeting. Any such statement must also be sent to the Company's auditors no later than the time it is made available on the website and must be included in the business of the meeting. 13. As at 20th December 2010, the latest practicable date before this Notice is given, the total number of shares in the Company in respect of which members are entitled to exercise voting rights was 31,149,820 Ordinary Shares of 1p each. Each Ordinary Share carries the right to one vote and therefore the total number of voting rights in the Company on 20th December 2010 is 31,149,820. 14. Further information regarding the meeting which the Company is required by section 311A of the Companies Act 2006 to publish on a website in advance of the meeting (including this Notice), can be accessed at www.rcm.com/investmenttrusts 15. Contracts of service are not entered into with the Directors, who hold office in accordance with the Articles of Association.
Annual General Meeting Venue
JPMorgan Cazenove
54
sterling 139063
Printed on FSC-certified paper from well-managed forests and recycled wood or fibre, using vegetable based inks.
| 4 |
0uncons | GB0030961691_2010_AR_english_01.txt_b1 | GB0030961691_2010_AR_english_01.txt | purpose of determining the entitlement of Members to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned Meeting. If, however, the Meeting is adjourned for a longer period then, to be so entitled, Members must be entered on the Company's Register of Members at the time which is 48 hours before the time fixed for the adjourned Meeting or, if the Company gives new notice of the adjourned Meeting, at the record date specified in that notice.
9. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the
53
British Portfolio Trust plc
Notice of Meeting (continued)
exercise of voting rights. Nominated persons should contact the registered member by whom they were nominated in respect of these arrangements. 10. Corporate representatives are entitled to attend and vote on behalf of the corporate member in accordance with Section 323 of the Companies Act 2006. Pursuant to the Companies (Shareholders' Rights) Regulations 2009 (SI 2009/1632), multiple corporate representatives appointed by the same corporate member can vote in different ways provided they are voting in respect of different shares. 11. Members have a right under Section 319A of the Companies Act 2006 to require the Company to answer any question raised by a member at the AGM, which relates to the business being dealt with at the meeting, although no answer need be given (a) if to do so would interfere unduly with the preparation of the meeting or involve disclosure of confidential information; (b) if the answer has already been given on the Company's website; or (c) it is undesirable in the best interests of the Company or the good order of the meeting. 12. Members satisfying the thresholds in Section 527 of the Companies Act 2006 can require the Company, at its expense, to publish a statement on the Company website setting out any matter which relates to the audit of the Company's accounts that are to be laid before | 5 |
0uncons | LV0000100212_2005_AR_english_01.txt_0 | LV0000100212_2005_AR_english_01.txt | JSC,,DITTON PIEVADZU RPNCA"
Reg.No.40003030187 Visu Str.17, Daugavpils, LV-5410, Latvia
AUDITED ANNUAL REPORT OF YEAR 2005
Prepared in accordance with Latvian statutory requirements, International Accounting Standards, and Riga Stock Exchange rules
Daugavpils 2006
JSC "DITTON PIEVADZU RPNCA" 2005 ANNUAL REPORT
CONTENTS
Information about the Company Management report Council report Statements of profit and loss Balance sheet Statement of cash flow Statement on changes in shareholders' equity Appendix to the annual report Auditor's report
Page - 3 - 4 - 5 - 6 - 7-8 - 9-10 - 11 - 12-25 - 26
2
JSC "DITTON PIEVADZU RPNCA" 2005 ANNUAL REPORT
Information about the Company
Company name Legal status Registrations number Registration in Register of Enterprises Registration in Commercial Register Legal address Mailing address
Ditton pievadkezu rupnica Joint Stock Company 40003030187 Rga, 03.10.1991 Rga, 29.08.2003. Visku Str. 17, Daugavpils, LV-5410, Latvia Visku Str. 17, Daugavpils, LV-5410, Latvia
The Council
Vladislavs Drksne Boriss Matvejevs Georgijs Sorokins Jevgenijs Glinkins Vitolds Vasilenoks Tatjana apunova
- Chairman of the Council till 05.05.2005*, p.c.210863-10221 - Chairman of the Council since 05.05.2005, p.c. 151058-10280 - Deputy Chairman of the Council since 05.05.2005, p.c. 030138-10218 - Member of the Council since 05.05.2005, citizen of Russian Federation - Member of the Council since 05.05.2005, p.c. 290567-12154 - Member of the Council since 05.05.2005, p.c. 281075-10233
The Management Board Eduards Zavadskis
Pjotrs Dorofejevs
Pjotrs Dorofejevs
Volda | 0 |
0uncons | LV0000100212_2005_AR_english_01.txt_1 | LV0000100212_2005_AR_english_01.txt | .2003. Visku Str. 17, Daugavpils, LV-5410, Latvia Visku Str. 17, Daugavpils, LV-5410, Latvia
The Council
Vladislavs Drksne Boriss Matvejevs Georgijs Sorokins Jevgenijs Glinkins Vitolds Vasilenoks Tatjana apunova
- Chairman of the Council till 05.05.2005*, p.c.210863-10221 - Chairman of the Council since 05.05.2005, p.c. 151058-10280 - Deputy Chairman of the Council since 05.05.2005, p.c. 030138-10218 - Member of the Council since 05.05.2005, citizen of Russian Federation - Member of the Council since 05.05.2005, p.c. 290567-12154 - Member of the Council since 05.05.2005, p.c. 281075-10233
The Management Board Eduards Zavadskis
Pjotrs Dorofejevs
Pjotrs Dorofejevs
Volda Juhno Nataja Redzoba Jurijs Kostromins
- Chairman of the Management Board since 29.08.2003, p.c.220964-10263 - Member of the Management Board from 29.08.2003. till 07.01.2004, p.c. 081258-10215 - Deputy Chairman of the Management Board since 07.01.2004, p.c. 081258-10215 - Member of the Management Board since 29.08.2003, p.c. 061146-10227 - Member of the Management Board since 29.08.2003, p.c. 121061-10258 - Member of the Management Board since 07.01.2004, p.c. 270651-10228
Fixed capital Public name shares Nominal value of 1 share
7 400 000.00 LVL 7 400 000 1.00 LVL
Chief accountant
ina Moisejeva, p.k. 200250-10263
Reporting year
01.01.2005 31.12.2005
Information on subsidiary enterprises:
Company name Address
· Meteor Kettenfabrik GmbH Nür | 1 |
0uncons | LV0000100212_2005_AR_english_01.txt_2 | LV0000100212_2005_AR_english_01.txt | Juhno Nataja Redzoba Jurijs Kostromins
- Chairman of the Management Board since 29.08.2003, p.c.220964-10263 - Member of the Management Board from 29.08.2003. till 07.01.2004, p.c. 081258-10215 - Deputy Chairman of the Management Board since 07.01.2004, p.c. 081258-10215 - Member of the Management Board since 29.08.2003, p.c. 061146-10227 - Member of the Management Board since 29.08.2003, p.c. 121061-10258 - Member of the Management Board since 07.01.2004, p.c. 270651-10228
Fixed capital Public name shares Nominal value of 1 share
7 400 000.00 LVL 7 400 000 1.00 LVL
Chief accountant
ina Moisejeva, p.k. 200250-10263
Reporting year
01.01.2005 31.12.2005
Information on subsidiary enterprises:
Company name Address
· Meteor Kettenfabrik GmbH Nürnberger Str. 2, 36456 Barchfeld Germany 100% of capital shares
Auditor
SIA ""Invest-Rga" Daugavpils" Reg. No. LV40003227526 Commercial's license No.81 Raia Str. 28, Daugavpils, LV-5403
Persons in charge for drawing up of the financial report: Mr. Boriss Matvejevs, phone +371 5402333, e-mail dpr@dpr.lv Ms. Natalja Redzoba, phone +371 5402333, e-mail dpr.fin@dpr.lv
* The authority of the Chairman of the Council has been terminated since 01.04.2005 in accordance with the application of Chairman of Council on the ground of Law on Prevention of Conflict of Interest in Activities of Public Affairs, Sections 4, 7, 8 due to his election to be the deputy of Daugavpils City Council.
3
JSC "DITTON PIEVADZU RPNCA" 2005 ANNUAL REPORT
MANAGEMENT REPORT
Events in year 2005
In year 2005 net-turnover in fact was fulfilled in | 2 |
0uncons | LV0000100212_2005_AR_english_01.txt_3 | LV0000100212_2005_AR_english_01.txt | nberger Str. 2, 36456 Barchfeld Germany 100% of capital shares
Auditor
SIA ""Invest-Rga" Daugavpils" Reg. No. LV40003227526 Commercial's license No.81 Raia Str. 28, Daugavpils, LV-5403
Persons in charge for drawing up of the financial report: Mr. Boriss Matvejevs, phone +371 5402333, e-mail dpr@dpr.lv Ms. Natalja Redzoba, phone +371 5402333, e-mail dpr.fin@dpr.lv
* The authority of the Chairman of the Council has been terminated since 01.04.2005 in accordance with the application of Chairman of Council on the ground of Law on Prevention of Conflict of Interest in Activities of Public Affairs, Sections 4, 7, 8 due to his election to be the deputy of Daugavpils City Council.
3
JSC "DITTON PIEVADZU RPNCA" 2005 ANNUAL REPORT
MANAGEMENT REPORT
Events in year 2005
In year 2005 net-turnover in fact was fulfilled in the amount of 9 629 thous. LVL (13 701
thous.EUR) against the forecast 7 400 thous. LVL (10 529 thous.EUR), increase amounts to 2 229
thous. LVL (3 172 thous.EUR).
Profit of year 2005 amounts to 155 thous.LVL (220 thous.EUR).
In comparison with year 2004, net turnover increased by 27,8% in 2005; sales of products
increased by 40,8% eastwards and by 6,8% westwards, sales in Latvia increased by 14,4%.
Main growth of sales in 2005 has been achieved due to sales of automobile and industrial
chains. Besides, there can be observed constant growth of sales of general industrial chains in the
course of last 3 years, which proves positive tendencies of economics development in CIS states
and creates a good background for work in this segment of market.
Sales results in year 2005
- give proof to the positive sales tendencies of products of JSC "Ditton Driving Chain
factory" (as a competitor of Westerns companies due to enlargement of EU) both on Eastern and
Western | 3 |
0uncons | LV0000100212_2005_AR_english_01.txt_b0 | LV0000100212_2005_AR_english_01.txt | 475 87 471
TOTAL
LVL
EUR
78 349 111 480
18 874 26 856
97 223 138 336
03 April, 2006
Eduards Zavadskis
25
JSC "DITTON PIEVADZU RPNCA" 2005 ANNUAL REPORT
Translation from Latvian
AUDITOR'S REPORT
Daugavpils, 24 March, 2006
To the management and shareholders of JSC "Ditton pievadzu rpnca"
We have audited the accompanying financial statements of JSC "Ditton pievadzu rpnca", registration no.40003030187, for the year 2054. Financial statements include the balance sheets as at 31 December 2004, statement of profit and loss, statement in changes in shareholder's equity, cash flow for year 2005 and appendix. These financial statements are the responsibility of the Company's management. Our responsibility is to submit the report on these financial statements based on our audits.
We conducted our audits in accordance with International Standards on Auditing issued by the International Federation of Accountants. Those standards require that we plan and perform audits to obtain reasonable insurance about whether the financial statements are free of material misstatement. An audit includes examining evidence supporting the amounts and disclosures in the financial statements by using sample method. An audit includes also assessing the accounting principles used and significant estimate made by government, as well as evaluating the overall financial statements presentation. The legal representatives of the company have submitted to the auditor the requested information and explanations. We believe that our audits provide a reasonable basis for our opinion.
In the structure of debtors of JSC "Ditton pievadzu rpnca" there are doubtful debtors included 172591 LVL. Except this, in our opinion, the financial statements for the year 2005 present fairly, in all material aspects, the financial positions of the JSC "Ditton pievadzu rpnca" at the end of reporting year and is performed in accordance with Latvian laws "On accounting", "On the Annual Report of Enterprises".
________________________ V.Pjankovskis Personal code 150255-10202 Director of SIA ""Invest-Riga" Daugavpils" Commercial's license No.81
_________________________ V.Zitare personal code 140955-10705 Jury auditor Certificate No.62
26
| 4 |
0uncons | LV0000100212_2005_AR_english_01.txt_b1 | LV0000100212_2005_AR_english_01.txt |
Type of payments Salaries Social tax TOTAL:
2005 LVL
1 658 776 375 399
2 034 175
1 EUR = 0,703 LVL as at 31.12.2004 1 EUR = 0,702804 LVL as at 31.12.2005
2005
2004
2004
EUR
LVL
EUR
2 360 226 534 144
2 894 370
1 573 105 375 006 1 948 111
2 237 703 533 436
2 771 139
(d)
Information about remuneration to Members of the Council and Management Board
1 EUR = 0,703 LVL as at 31.12.2004 1 EUR = 0,702804 LVL as at 31.12.2005
Salaries Social tax 24,09% TOTAL
Council
LVL
EUR
28 808 40 990
6 940
9 875
35 748 50 865
Management Board
LVL
EUR
49 541 70 490
11 934 16 981
61 475 87 471
TOTAL
LVL
EUR
78 349 111 480
18 874 26 856
97 223 138 336
03 April, 2006
Eduards Zavadskis
25
JSC "DITTON PIEVADZU RPNCA" 2005 ANNUAL REPORT
Translation from Latvian
AUDITOR'S REPORT
Daugavpils, 24 March, 2006
To the management and shareholders of JSC "Ditton pievadzu rpnca"
We have audited the accompanying financial statements of JSC "Ditton pievadzu rpnca", registration no.40003030187, for the year 2054. Financial statements include the balance sheets as at 31 December 2004, statement of profit and loss, statement in changes in shareholder's equity, cash flow for year 2005 and appendix. These financial statements are the responsibility of the Company's management. Our responsibility is to submit the report on these financial statements based on our audits.
We conducted our audits in accordance with International Standards on Auditing issued by the International Federation of Accountants. Those standards require that we plan and perform audits to obtain reasonable insurance about | 5 |
0uncons | 61590723.txt_0 | 61590723.txt | Annual Report and Financial Statements 2011
Contents
Chairman's Statement
3
Company Information
5
Report of the Directors
6
Statement of
Directors' Responsibilities
10
Corporate Governance Statement 11
Independent Auditor's Report
12
Statement of Financial Position
14
Income Statement
15
Statement of
Comprehensive Income
15
Statement of Changes in Equity
16
Cash Flow Statement
17
Notes to the Financial Statements 18
Annual Report and Financial Statements 2011 Conroy Gold and Natural Resources plc
Chairman's Statement
Professor Richard Conroy Chairman
I have pleasure in presenting your Company's Annual Report and Financial Statements for the 12 months ended 31 May 2011. The year has been one of substantial progress for your Company as it moves from being solely focussed on exploration to being also involved in development and making initial preparations relating to production.
A sound basis for this has been provided by the positive results on both financial and technical grounds from the independent Scoping Study completed by Tetra Tech Wardrop Engineering Inc. ("Wardrop") on your Company's Clontibret gold prospect in Co. Monaghan where we plan to develop a conventional open pit gold mine.
Clontibret Gold Project
The positive outcome of the scoping studies indicates that the Clontibret gold project is viable and forms the foundation for the next stage of the project in the knowledge that the ore system remains open and that further expansion of the resource is likely.
The Joint Ore Reserves Committee ("JORC") Standard Scoping Study by Wardrop was focussed on the TullybuckLisglassan area which comprises approximately 20 per cent of your Company's Clontibret gold target.
Wardrop recommended that following on the positive outcome of the scoping study, infill and step-out drilling along strike together with metallurgical studies be carried out.
The scope of the study included Geology, including Regional Geology, Resource Review, Deposit Types and Mineralisation; Mine Plan and Plant Design, Infrastructure/ Utilities and Ancillary Facilities, Mine Water and Waste Management, Capital and Operating Costs Estimates and Financial Analysis.
An ongoing definitive infill drilling programme commenced in the spring. This programme is designed to further define gold zones within the proposed mine area, potentially increasing the resource and also to provide geotechnical | 0 |
0uncons | 61590723.txt_1 | 61590723.txt | gold prospect in Co. Monaghan where we plan to develop a conventional open pit gold mine.
Clontibret Gold Project
The positive outcome of the scoping studies indicates that the Clontibret gold project is viable and forms the foundation for the next stage of the project in the knowledge that the ore system remains open and that further expansion of the resource is likely.
The Joint Ore Reserves Committee ("JORC") Standard Scoping Study by Wardrop was focussed on the TullybuckLisglassan area which comprises approximately 20 per cent of your Company's Clontibret gold target.
Wardrop recommended that following on the positive outcome of the scoping study, infill and step-out drilling along strike together with metallurgical studies be carried out.
The scope of the study included Geology, including Regional Geology, Resource Review, Deposit Types and Mineralisation; Mine Plan and Plant Design, Infrastructure/ Utilities and Ancillary Facilities, Mine Water and Waste Management, Capital and Operating Costs Estimates and Financial Analysis.
An ongoing definitive infill drilling programme commenced in the spring. This programme is designed to further define gold zones within the proposed mine area, potentially increasing the resource and also to provide geotechnical information for mine design purposes together with the ore material required for metallurgical test work. Positive results to date from the infill drilling include increased widths of mineralisation (up to 19.35 metres) and high grade intersections (including 2 metres of 11.24 g/t Au).
During the year, preliminary environmental studies were completed by environmental consultants Golder Associates. Detailed environmental monitoring and site assessments have been initiated, ecological studies are underway, surface water monitoring locations established and a weather station installed.
Pre and final feasibility studies will follow leading in turn to the submission of planning and mining applications as a prerequisite to mine development.
Clay Lake Gold Target
Positive drilling results were received from the step out drilling programme in the Clay Lake gold target in Co. Armagh, 4.5 miles (7 km) to the northeast of Clontibret.
The Clay Lake target covers an area of approximately 141 hectares and has returned the highest gold-in-soil values
recorded by your Company on its Irish exploration licences. The step out drilling programme builds on previous positive gold results which demonstrated the presence of a broad zone of gold mineralisation.
The target is named after the Clay Lake nugget containing 28 g of gold which | 1 |
0uncons | 61590723.txt_2 | 61590723.txt | information for mine design purposes together with the ore material required for metallurgical test work. Positive results to date from the infill drilling include increased widths of mineralisation (up to 19.35 metres) and high grade intersections (including 2 metres of 11.24 g/t Au).
During the year, preliminary environmental studies were completed by environmental consultants Golder Associates. Detailed environmental monitoring and site assessments have been initiated, ecological studies are underway, surface water monitoring locations established and a weather station installed.
Pre and final feasibility studies will follow leading in turn to the submission of planning and mining applications as a prerequisite to mine development.
Clay Lake Gold Target
Positive drilling results were received from the step out drilling programme in the Clay Lake gold target in Co. Armagh, 4.5 miles (7 km) to the northeast of Clontibret.
The Clay Lake target covers an area of approximately 141 hectares and has returned the highest gold-in-soil values
recorded by your Company on its Irish exploration licences. The step out drilling programme builds on previous positive gold results which demonstrated the presence of a broad zone of gold mineralisation.
The target is named after the Clay Lake nugget containing 28 g of gold which was found in a stream bed in the 1980s.
Gold Trend
Both Clontibret and Clay Lake are located along the 50 km (30 mile) gold trend outlined on your Company's licences which stretch from Co. Armagh in Northern Ireland across counties Monaghan and Cavan in the Republic of Ireland in a geological structure called the Longford-Down Massif.
The gold area is adjacent to a historic lead-mining district and your Company, during the course of its exploration, has also discovered a very large (100km2) zinc-in-soil anomaly, suggesting a zonation in mineralisation in the area and further expanding the metallurgical potential of the area.
Total Gold Potential
In-house studies by your Company, though conceptual in nature, suggest that the total gold potential of the Company's exploration licences in the Longford-Down Massif could now lie in the 15 million 20 million ounce range. This projection is based on (i) the 1 million ounce JORC-compliant resource outlined in only 20 per cent of the Clontibret project, (ii) the potential of the remaining 80 per cent of that target, (iii) the discovery at Clay Lake and (iv) other large | 2 |
0uncons | 61590723.txt_3 | 61590723.txt | was found in a stream bed in the 1980s.
Gold Trend
Both Clontibret and Clay Lake are located along the 50 km (30 mile) gold trend outlined on your Company's licences which stretch from Co. Armagh in Northern Ireland across counties Monaghan and Cavan in the Republic of Ireland in a geological structure called the Longford-Down Massif.
The gold area is adjacent to a historic lead-mining district and your Company, during the course of its exploration, has also discovered a very large (100km2) zinc-in-soil anomaly, suggesting a zonation in mineralisation in the area and further expanding the metallurgical potential of the area.
Total Gold Potential
In-house studies by your Company, though conceptual in nature, suggest that the total gold potential of the Company's exploration licences in the Longford-Down Massif could now lie in the 15 million 20 million ounce range. This projection is based on (i) the 1 million ounce JORC-compliant resource outlined in only 20 per cent of the Clontibret project, (ii) the potential of the remaining 80 per cent of that target, (iii) the discovery at Clay Lake and (iv) other large gold-in-soil anomalies that have been outlined elsewhere on its licences. Whilst there has been insufficient exploration to date to define such a mineral resource, and there is no certainty that further exploration will result in a resource of this magnitude being realised, your Directors believe that the potential of the area is clear and the possibilities exciting.
3
Annual Report and Financial Statements 2011 Conroy Gold and Natural Resources plc
Chairman's Statement continued
Gold in Ireland
As we move towards development a brief note on gold in Ireland is appropriate. Gold has been known to exist in Ireland for over 2,000 years as demonstrated by the magnificent gold ornaments in the National Museum in Dublin. However, apart from a small gold rush in County Wicklow in the 19th century, Ireland, though well known as an international base-metals province, has not previously been regarded as a gold province. We are hopeful that our recent success will lead to this perception changing. Your Company's management, who were involved in the zinc discovery at Galmoy, which revived Ireland as a major base-metals province, have long believed that there was also significant potential for gold in Ireland and, with that objective in mind, initiated the exploration programme by your | 3 |
0uncons | 61590723.txt_b0 | 61590723.txt | liabilities.
Trade and Other Receivables/Payables and Financial Liabilities As both receivables and payables have a remaining life of less than one year, the carrying value is deemed to reflect fair value. Although the Company has received confirmation that payment of the shareholder loan will not be demanded for a period of 12 months from the date of approval of the financial statements unless the Company has sufficient resources available to make such a payment. Consequently, the directors consider that its carrying value reflects its fair value as no fixed repayment arrangements attach to same.
Cash and Cash Equivalents As cash and cash equivalents have a remaining maturity of less than three months, the nominal amount is deemed to reflect the fair value.
Risk Management The Company is exposed to a variety of financial risks as a result of its activities. These risks include credit risk, liquidity risk and market risk (including interest rate risk).
32
Annual Report and Financial Statements 2011 Conroy Gold and Natural Resources plc
Notes to the Financial Statements continued
20. FINANCIAL INSTRUMENTS continued Credit Risk
Credit risk is the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has a policy of dealing only with credit warranty counterparties. The Company's exposure to credit risk relates to the carrying value of cash and cash equivalents and trade and other receivables which at 31 May 2011 amounted to 758,444 (2010: 42,582). At 31 May 2011 and 31 May 2010 all trade receivables were not past due. Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet its obligations as they fall due. The Company's policy is to monitor cash flow and consider whether available cash resources are sufficient to meet its ongoing exploration programme. The nature of the Company's activities can result in differences between actual and expected cash flows. This risk was managed by the directors during the year by way of raising sufficient finance so that the Company has sufficient resources to carry out its forthcoming work programme. Market Risk Interest Rate Risk The Company's exposure to changes in interest rates relates primarily to the shareholder loan balance. If the interest rate rose by 1%, the Company's loss would increase by 9,215. A decrease in the interest rate would result in a corresponding decrease in the same amount.
21. APPROVAL OF FINANCIAL STATEMENTS
These financial statements were approved by the board on 28 November 2011.
33
| 4 |
0uncons | 61590723.txt_b1 | 61590723.txt | ET EVENTS
On 27 September 2011, 20,689,655 ordinary shares of 0.03 were issued at 3.625p sterling, raising additional share capital of 862,465 (£750,000 sterling). In addition, the subscribers were issued warrants to subscribe for 20,689,655 ordinary shares of 0.03 at an exercise price of 4.25p sterling at any time over the following two years with a mandatory exercise clause if the closing price of the ordinary shares remains at 5.5p sterling or higher for five or more consecutive business days.
20. FINANCIAL INSTRUMENTS
The Company's financial assets and liabilities stated at carrying amount and fair value are as follows at 31 May 2011:
Carrying Amount 2011
Fair Value 2011
Carrying Amount/ Fair Value
2010
Trade and other receivables Cash and cash equivalents Trade and other payables and financial liabilities
81,323 749,459 965,844
81,323 749,459 965,844
56,381 1,648,160 2,177,319
The following sets out the methods and assumptions used in estimating the fair value of financial assets and liabilities.
Trade and Other Receivables/Payables and Financial Liabilities As both receivables and payables have a remaining life of less than one year, the carrying value is deemed to reflect fair value. Although the Company has received confirmation that payment of the shareholder loan will not be demanded for a period of 12 months from the date of approval of the financial statements unless the Company has sufficient resources available to make such a payment. Consequently, the directors consider that its carrying value reflects its fair value as no fixed repayment arrangements attach to same.
Cash and Cash Equivalents As cash and cash equivalents have a remaining maturity of less than three months, the nominal amount is deemed to reflect the fair value.
Risk Management The Company is exposed to a variety of financial risks as a result of its activities. These risks include credit risk, liquidity risk and market risk (including interest rate risk).
32
Annual Report and Financial Statements 2011 Conroy Gold and Natural Resources plc
Notes to the Financial Statements continued
20. FINANCIAL INSTRUMENTS continued Credit Risk
Credit risk is the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has a policy of dealing | 5 |
0uncons | GB00B0Z6QY89_2010_AR_english_01.txt_0 | GB00B0Z6QY89_2010_AR_english_01.txt | PUMA VCT IV PLC
ANNUAL REPORT & ACCOUNTS 2010
1
Puma VCT IV plc
Contents
Highlights
1
Chairman's Statement
2 3
Investment Manager's Report
45
Investment Portfolio Summary
6
Significant Investments
7 9
Directors' Biographies
10
Report of the Directors
11 14
Directors' Remuneration Report
15
Corporate Governance Statement
16 18
Independent Auditors' Report
19
Income Statement
20
Balance Sheet
21
Cash Flow Statement
22
Reconciliation of Movement in Shareholders' Funds
23
Notes to the Accounts
24 38
Notice of Annual General Meeting
39 40
Officers and Professional Advisers
41
2
Highlights
Puma VCT IV plc
t Fully diluted NAV per share of 90.6p at year end. This
represents a 4.8% increase for the year after adjusting for the dividends paid in the period.
t Successful disposals during the year enabling a substantial
return of capital.
t Further interim dividend of 10p per share to be paid on 25
July 2010.
t Cumulative dividends since inception (including further
interim) of 21p per ordinary share.
Sir Aubrey Brocklebank Bt, Chairman of Puma VCT IV plc ("the Company"), said: "I am pleased to report upon a successful year for the VCT in which it achieved major progress in fulfilling its objectives. Several significant unquoted qualifying investments were realised successfully and the interim dividend of 10p is a continuing part of the process of returning capital to investors. The VCT continues to progress the realisation of its portfolio and the Board anticipates commencing the winding up of the fund on schedule in the summer of 2011."
Cadbury House Limited. 1
Puma VCT IV plc
Chairman's Statement
Introduction
I am pleased to report upon a successful year for the VCT in which it achieved major progress in fulfilling its objectives. During this year, the fourth for the VCT which begun investing in Spring 2006, several significant unquoted qualifying investments were realised successfully | 0 |
0uncons | GB00B0Z6QY89_2010_AR_english_01.txt_1 | GB00B0Z6QY89_2010_AR_english_01.txt | the dividends paid in the period.
t Successful disposals during the year enabling a substantial
return of capital.
t Further interim dividend of 10p per share to be paid on 25
July 2010.
t Cumulative dividends since inception (including further
interim) of 21p per ordinary share.
Sir Aubrey Brocklebank Bt, Chairman of Puma VCT IV plc ("the Company"), said: "I am pleased to report upon a successful year for the VCT in which it achieved major progress in fulfilling its objectives. Several significant unquoted qualifying investments were realised successfully and the interim dividend of 10p is a continuing part of the process of returning capital to investors. The VCT continues to progress the realisation of its portfolio and the Board anticipates commencing the winding up of the fund on schedule in the summer of 2011."
Cadbury House Limited. 1
Puma VCT IV plc
Chairman's Statement
Introduction
I am pleased to report upon a successful year for the VCT in which it achieved major progress in fulfilling its objectives. During this year, the fourth for the VCT which begun investing in Spring 2006, several significant unquoted qualifying investments were realised successfully and the interim dividend of 10p is a continuing part of the process of returning capital to investors.
The investment environment
At the start of the year the fund held a mixed portfolio of secured loans and equity in qualifying unquoted companies and qualifying AiM stocks, together with property related stocks, bonds, bond funds and absolute return funds. This period marked a turning point in sentiment in the financial markets. The fear of immediate banking defaults receded, quantitative easing began to take effect and interest rates reached their current low level.
In this new environment the stock market began a strong recovery from its low, led by distressed blue chip financial stocks. However the similarly distressed small and micro-cap recovered only somewhat and very selectively and remained plagued by a lack of liquidity. Although the AiM index's recovery saw a rise of 72%, much of this was accounted for by a bounceback of resource related stocks, a sector of little relevance to VCTs.
NAV per share at the year end was 90.6p, after dividends paid during the year of 2.5p. This represents a fully diluted return of 4.8% for the year after adjusting for dividends paid in the period. Most elements of the portfolio contributed to this return in particular
| 1 |
0uncons | GB00B0Z6QY89_2010_AR_english_01.txt_2 | GB00B0Z6QY89_2010_AR_english_01.txt | and the interim dividend of 10p is a continuing part of the process of returning capital to investors.
The investment environment
At the start of the year the fund held a mixed portfolio of secured loans and equity in qualifying unquoted companies and qualifying AiM stocks, together with property related stocks, bonds, bond funds and absolute return funds. This period marked a turning point in sentiment in the financial markets. The fear of immediate banking defaults receded, quantitative easing began to take effect and interest rates reached their current low level.
In this new environment the stock market began a strong recovery from its low, led by distressed blue chip financial stocks. However the similarly distressed small and micro-cap recovered only somewhat and very selectively and remained plagued by a lack of liquidity. Although the AiM index's recovery saw a rise of 72%, much of this was accounted for by a bounceback of resource related stocks, a sector of little relevance to VCTs.
NAV per share at the year end was 90.6p, after dividends paid during the year of 2.5p. This represents a fully diluted return of 4.8% for the year after adjusting for dividends paid in the period. Most elements of the portfolio contributed to this return in particular
the Company's qualifying AiM quoted stocks (which benefited from the market recovery and the cautious approach taken by the Investment Manager), Bonds and bond funds (which also performed well during the year), and the qualifying loans.
Venture capital and other qualifying investments
During the year the Company has realised several of its unquoted qualifying holdings in anticipation of the expected wind-up timetable of the VCT whilst maintaining its minimum qualifying investment percentage of 70%.
At the end of November 2009 the Company fully realised its holding in Cadbury House Limited ("Cadbury"). Between 2006 and 2007 the Company invested a £2.34 million into Cadbury's hotel and health club development project which was completed in 2009. Over this period this investment generated an IRR of 5.7%.
In December 2009, Albemarle Contracting Limited and Heddon Services Limited, companies into which the VCT had invested £1.02 and £1 million respectively, were acquired by Forward Internet Group Limited (formerly TrafficBroker Limited) ("Forward"), a rapidly growing and highly profitable London based internet search engine specialist. The Company received shares and secured loan notes in Forward in consideration for the securities it held in Albemarle and Heddon.
In January 2010 Bond | 2 |
0uncons | GB00B0Z6QY89_2010_AR_english_01.txt_3 | GB00B0Z6QY89_2010_AR_english_01.txt | the Company's qualifying AiM quoted stocks (which benefited from the market recovery and the cautious approach taken by the Investment Manager), Bonds and bond funds (which also performed well during the year), and the qualifying loans.
Venture capital and other qualifying investments
During the year the Company has realised several of its unquoted qualifying holdings in anticipation of the expected wind-up timetable of the VCT whilst maintaining its minimum qualifying investment percentage of 70%.
At the end of November 2009 the Company fully realised its holding in Cadbury House Limited ("Cadbury"). Between 2006 and 2007 the Company invested a £2.34 million into Cadbury's hotel and health club development project which was completed in 2009. Over this period this investment generated an IRR of 5.7%.
In December 2009, Albemarle Contracting Limited and Heddon Services Limited, companies into which the VCT had invested £1.02 and £1 million respectively, were acquired by Forward Internet Group Limited (formerly TrafficBroker Limited) ("Forward"), a rapidly growing and highly profitable London based internet search engine specialist. The Company received shares and secured loan notes in Forward in consideration for the securities it held in Albemarle and Heddon.
In January 2010 Bond Contracting Limited successfully completed its contract to construct a 141 bed hotel on the outskirts of Winchester and the hotel was sold to an operator of a number of Holiday Inns. Bond Contracting has repaid the loan notes held by the
2
Puma VCT IV plc
fund and the VCT now has only a small equity holding remaining which should be realised later this year. The VCT had increased its holding in Bond by £1.18 million in the first half of 2009 taking the total holding to £2.2 million before the redemption of the loan notes.
In March 2010, just subsequent to the year end, Stocklight Limited (a rare book dealer and the parent company of Bloomsbury Auctions) repaid its loan notes and bought back the equity held by the VCT.
Non-qualifying investments There have also been significant realisations of the non-qualifying portfolio during the year. As mentioned in the Interim Statement of the Company, the holdings in Puma Brandenburg Limited and the fixed rate loan to Lakan Investments Limited have been fully realised.
The VCT subscribed for shares in the Hotel Corporation plc during the year as discussed in the Company's Interim Report and, subsequent to the year | 3 |
0uncons | GB00B0Z6QY89_2010_AR_english_01.txt_b0 | GB00B0Z6QY89_2010_AR_english_01.txt | ) as he or she thinks fit in relation to any other matter which is put before the Annual General Meeting.
(k) Except as provided above, members who have general queries about the General Meeting should call the Company's registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU on 0871 664 0300 (calls cost 10p per minute plus network extras) (no other methods of communication will be accepted).
(l) Members may not use any electronic address provided either in this notice of Annual General Meeting, or any related documents (including the Chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly stated.
(m) Resolution 2: Information about the Director who is proposed by the Board for re-election at the Annual General Meeting is shown in the Annual Report and Accounts 2010.
40
Officers and Professional Advisers
Puma VCT IV plc
Directors Sir A T Brocklebank Bt, ACA (Chairman and senior independent director) * D M Brock * G B Shore * * non-executive
Secretary E C Kaye
Registered Number 05594948
Registered Office Bond Street House 14 Clifford Street London W1S 4JU
Investment Manager Shore Capital Limited Bond Street House 14 Clifford Street London W1S 4JU
Registrar Capita Registrars The Registry, 34 Beckenham Road Beckenham Kent BR3 4TU
Administrator Shore Capital Fund Administration Services Limited Bond Street House 14 Clifford Street London W1S 4JU
Auditor Baker Tilly UK Audit LLP Chartered Accountants 2 Bloomsbury Street London WC1B 3ST
Sponsors and Solicitors Howard Kennedy 19 Cavendish Square London W1A 2AW
Bankers The Royal Bank of Scotland plc Western Branch 60 Conduit Street London W1R 9FD
VCT Tax Advisor PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH
Custodians Pershing Securities Limited Capstan House One Clove Crescent, East India Dock London E14 2BH
41
Puma VCT IV plc Bond Street House 14 Clifford Street London W1S 4JU www.shorecap.co.uk
Tel: 020 7408 4050 Fax: 020 7408 4051
42
| 4 |
0uncons | GB00B0Z6QY89_2010_AR_english_01.txt_b1 | GB00B0Z6QY89_2010_AR_english_01.txt | the Annual General Meeting;
If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights;
Your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you.
(i) A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.
(j) A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, the proxy will vote or abstain from voting at his or her discretion. The proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Annual General Meeting.
(k) Except as provided above, members who have general queries about the General Meeting should call the Company's registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU on 0871 664 0300 (calls cost 10p per minute plus network extras) (no other methods of communication will be accepted).
(l) Members may not use any electronic address provided either in this notice of Annual General Meeting, or any related documents (including the Chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly stated.
(m) Resolution 2: Information about the Director who is proposed by the Board for re-election at the Annual General Meeting is shown in the Annual Report and Accounts 2010.
40
Officers and Professional Advisers
Puma VCT IV plc
Directors Sir A T Brocklebank Bt, ACA (Chairman and senior independent director) * D M Brock * G B Shore * * non-executive
Secretary E C Kaye
Registered Number 05594948 | 5 |
0uncons | 60777885.txt_0 | 60777885.txt | 2005
Annual report
2005
Annual report
Content
Message from the Chairman of the Board
2
Administration and supervision at 31 December 2005 3
Key figures
4
Corporate governance
7
Management Report
13
Share and shareholding
23
Annual Accounts
27
General Information
41
2005
Message from the Chairman of the Board
In 2005, the fertiliser industry experienced a macro-economic background characterised by strong growth in Asian countries, high energy prices and a lack of real European economic unity.
Faced with the rising global demand, fertiliser consumption in Western Europe decreased by 5% over the 2004 / 2005 agricultural campaign.
The Company lived through its 125th financial year in this difficult and contrasted environment.
As in the past, Rosier adapted and largely offset lower volumes in Europe by overseas business opportunities, setting a new sales record in these areas.
Sales for the 2005 financial year amounted to 94.3 million, an 8% increase compared to 2004 ( 87.3 million) in spite of the 9% decrease in volume.
2005 net profit was 2.4 million, similar to last year's net profit excluding 0.4 million in non-recurring income resulting from capital gain on the disposal of a financial investment.
The distribution of a net dividend of 4.80 per share will be proposed to the Annual General Meeting, identical to the dividend paid in respect of the previous financial year. It provides a net return of 3.7% of the 2005 average share price, which increased by 18% to 128 between 2004 and 2005.
Against this difficult European background, we remain confident in the capacity of Rosier's employees to adapt to changes and to seize all market opportunities.
7 March 2006 Daniel Grasset
Administration and supervision at 31 December 2006
Board of Directors
Daniel Grasset, Chairman of the Board of Directors Daniel Richir, Managing Director Françoise Leroy, Director Nicolas David, Director Philippe Schmitz, Director Robert-J.F. Semoulin, Director Eric Vardon, Director Laurent Verhelst, Director
Honorary Chairmen
Pierre Boissart Jacques Rosier Robert Semoulin James Maudet Jean-Louis Besson
Statutory Auditors
Klynveld Peat Marwick Goerdeler (KPMG) represented by L | 0 |
0uncons | 60777885.txt_1 | 60777885.txt | million, similar to last year's net profit excluding 0.4 million in non-recurring income resulting from capital gain on the disposal of a financial investment.
The distribution of a net dividend of 4.80 per share will be proposed to the Annual General Meeting, identical to the dividend paid in respect of the previous financial year. It provides a net return of 3.7% of the 2005 average share price, which increased by 18% to 128 between 2004 and 2005.
Against this difficult European background, we remain confident in the capacity of Rosier's employees to adapt to changes and to seize all market opportunities.
7 March 2006 Daniel Grasset
Administration and supervision at 31 December 2006
Board of Directors
Daniel Grasset, Chairman of the Board of Directors Daniel Richir, Managing Director Françoise Leroy, Director Nicolas David, Director Philippe Schmitz, Director Robert-J.F. Semoulin, Director Eric Vardon, Director Laurent Verhelst, Director
Honorary Chairmen
Pierre Boissart Jacques Rosier Robert Semoulin James Maudet Jean-Louis Besson
Statutory Auditors
Klynveld Peat Marwick Goerdeler (KPMG) represented by Ludo Ruysen
Key figures
2005
Turnover in thousands
112200.,000000 120.000
111200000..,000000000 100.000
1681,.201204 61.024
61.024
61.,649 61.649
61.649
57.,130 57.130
57.130
54.,3656 54.365
54.365
65.,604 65.604
65.604
55.,713 55.713
55.713
60.,917 60.917
60.917
78.,555 78.555
78.555
87,.327 87.327
87.327
94,.320 94.320
94.320
1088000..,000000000 80.000
866000..,000000000 60.000
60.000 4400.,000000 40.000
422000..,000000000 20.000
20.00000 0 0
1996 1996
1997 1997
1996 1997
Operating profit in thousands
6.000 6.,000
65..000000 5.,000
4 | 1 |
0uncons | 60777885.txt_2 | 60777885.txt | udo Ruysen
Key figures
2005
Turnover in thousands
112200.,000000 120.000
111200000..,000000000 100.000
1681,.201204 61.024
61.024
61.,649 61.649
61.649
57.,130 57.130
57.130
54.,3656 54.365
54.365
65.,604 65.604
65.604
55.,713 55.713
55.713
60.,917 60.917
60.917
78.,555 78.555
78.555
87,.327 87.327
87.327
94,.320 94.320
94.320
1088000..,000000000 80.000
866000..,000000000 60.000
60.000 4400.,000000 40.000
422000..,000000000 20.000
20.00000 0 0
1996 1996
1997 1997
1996 1997
Operating profit in thousands
6.000 6.,000
65..000000 5.,000
4.388 44,.338888
4.388
3.919 3,.919
3.919
54..000000 4.,000
1998 1998
1998
2.960 2,.960 2.960
1999 1999
1999
2.045 2,.045 2.045
2000 2000
2000
2.265 2,.265 2.265
2001 2001
2001
2.363 2,.363 2.363
2002 2002
2002
2.452 2,.452 2.452
2003 2003
2003
3.295 3,.295 3.295
2004 2004
2004
3.493 3,.493 3.493
2005 2005
2005
3.685 3.,685 3.685
43..000000 3.,000
32..000000 2.,000
21..000000 1.,000
1.0000 0
0
1996 1996
1996
Net
profit5.i0n00
2.830 thou2s.8a3n0ds
5.000
22,.883300
5.,000
4.000 4.000
1997 | 2 |
0uncons | 60777885.txt_3 | 60777885.txt | .388 44,.338888
4.388
3.919 3,.919
3.919
54..000000 4.,000
1998 1998
1998
2.960 2,.960 2.960
1999 1999
1999
2.045 2,.045 2.045
2000 2000
2000
2.265 2,.265 2.265
2001 2001
2001
2.363 2,.363 2.363
2002 2002
2002
2.452 2,.452 2.452
2003 2003
2003
3.295 3,.295 3.295
2004 2004
2004
3.493 3,.493 3.493
2005 2005
2005
3.685 3.,685 3.685
43..000000 3.,000
32..000000 2.,000
21..000000 1.,000
1.0000 0
0
1996 1996
1996
Net
profit5.i0n00
2.830 thou2s.8a3n0ds
5.000
22,.883300
5.,000
4.000 4.000
1997 1997
1997 2.560 2.560
2,.560
1998 1998
1998 1.976 1.976
1,.976
1999 1999
1999 1.776 1.776
1,.776
2000 2000
2000 1.825 1.825
1,.825
2001 2001
2001 1.687 1.687
1,.687
2002 2002
2002 1.901 1.901
1,.901
2003 2003
2003 2.367 2.367
2,.367
2004 2004
2004 2.755 2.755
2,.755
2005 2005
2005
2.397 2.397
2.,397
4.,000
3.000 3.000
3.,000
2.000 2.000
2.,000
1.000 1.000
1.,000 0 0
0
1996 1996
1996
1997 1997
1997
1998 1998
1998
1999 1999
1999
2000 2000
2000
2001 2001
2001
2002 2002
2002
2003 2003
2003
2004 2004
2004
2005 2005
2005
Net equity in | 3 |
0uncons | 60777885.txt_b0 | 60777885.txt | THE PROMOTION OF EMPLOYMENT DURING THE FINANCIAL PERIOD
Measures implemented for the promotion of employment
Number of employees concerned
1. Number2.Full-time 3. Financial
advantage
(in thousands)
1. Measures generating a financial advantage for the employer regarding the incumbent or his substitute Structural reduction of the national insurance contributions 2. Other measures Youth training Early retirement agreement Reduction of the personal national insurance contributions for workers with low salaries
123
121.4
202
11
10.5
Number of employees concerned by one or several measures implemented for the promotion of employment
1. Number2.Full-time
equivalents
total for the period total for the previous period
134
131.9
116
113.2
IV. INFORMATION ABOUT EMPLOYEES TRAINING DURING THE FINANCIAL PERIOD
Total of initiatives as regards employees training at the employer's expenditure
Men
1. Numbers of concerned employees 2. Hours attended training 3. Costs borne by the company (in thousands)
102 2,855
98
Women
18 140
3
39
2005
40
General information
ROSIER SA
Rue du Berceau 1 B - 7911 MOUSTIER (HAINAUT)
Tel. : + 32 69 87 15 30 Fax : + 32 69 87 17 09
info@rosier-be.com www.rosier-be.com
S.A. CEDENA
Z.A. La Courtillière F - 62123 BEAUMETZ-LES-LOGES
Tel. : + 33 3 21 55 61 04 Fax : + 33 3 21 55 30 04
cedena.sa@wanadoo.fr
N.V. NORTHERN SHIPPING BULK BLENDING
Haven 182 Vosseschijnstraat 59 B - 2030 ANTWERPEN Tel. : + 32 3 204 93 00 Fax : + 32 3 204 93 01 sales@northern-manuport.com
41
| 4 |
0uncons | 60777885.txt_b1 | 60777885.txt |
Contract for an indefinite period of time
2
Contract for a definite period of time
1
Personnel replacement contract
c) Per sex and level of studies
Men :
Primary school
Grammar school
1
Technical college
1
University
Women :
Primary school
Grammar school
Technical college
University
1
d) Per contract termination period
Retirement
1
Early retirement
Lay-off
1
Other reasons
1
2
4.3
2
3.3
1.0
1.0
1.0
1
0.5
1
1.8
1.0
1
1.8
1
1.5
III. STATEMENT CONCERNING The implementation of MEASURES FOR THE PROMOTION OF EMPLOYMENT DURING THE FINANCIAL PERIOD
Measures implemented for the promotion of employment
Number of employees concerned
1. Number2.Full-time 3. Financial
advantage
(in thousands)
1. Measures generating a financial advantage for the employer regarding the incumbent or his substitute Structural reduction of the national insurance contributions 2. Other measures Youth training Early retirement agreement Reduction of the personal national insurance contributions for workers with low salaries
123
121.4
202
11
10.5
Number of employees concerned by one or several measures implemented for the promotion of employment
1. Number2.Full-time
equivalents
total for the period total for the previous period
134
131.9
116
113.2
IV. INFORMATION ABOUT EMPLOYEES TRAINING DURING THE FINANCIAL PERIOD
Total of initiatives as regards employees training at the employer's | 5 |
0uncons | GB0006436108_2013_AR_english_01.txt_0 | GB0006436108_2013_AR_english_01.txt | BlackRock Smaller Companies Trust plc
Annual Report 28 February 2013
Corporate Summary
The Company
Investment Objective Benchmark Index
Investment Manager Board Website AIC Share Dealing
Financial Calendar
The Company is an investment trust and its shares are listed on the London Stock Exchange. The Company aims to attract long term private and institutional investors wanting to benefit from the growth prospects of smaller companies.
To achieve long term capital growth for shareholders through investment mainly in smaller UK quoted companies. Full details are given on page 16.
Hoare Govett Smaller Companies plus AIM (excluding Investment Companies) Index to 9 April 2012 and Numis Smaller Companies plus AIM (excluding Investment Companies) Index from 10 April 2012. The composition of the index remained unchanged; the change of name reflects a change of sponsor only.
BlackRock Investment Management (UK) Limited Portfolio Manager, Mike Prentis.
The Company has an independent Board of Directors which monitors the performance of the Company and considers the investment strategy.
Information about the Company can be found on the website www.blackrock.co.uk/brsc
The Company is a member of the Association of Investment Companies.
Shares in the Company can be bought in the open market through a stockbroker. They can also be purchased through the BlackRock Savings Plan and Stocks and Shares ISA (see page 62).
26 April 2013
Announcement of results for year ended 28 February 2013
26 June 2013
Annual General Meeting
3 July 2013
Payment of final dividend on ordinary shares
23 October 2013 Announcement of results for six months ended 31 August 2013
29 November 2013 Payment of interim dividend on ordinary shares
Annual Report and Financial Statements 28 February 2013
1
Contents
Corporate Summary
1
Performance Record
3
Chairman's Statement
4
Investment Manager's Report
7
Summary of Ten Largest Investments
10
Fifty Largest Investments
12
Distribution of Investments
14
Directors
15
Directors' Report
16
Directors' Remuneration Report
26
Corporate Governance Statement
28
Statement of Directors' Responsibilities in respect of
the Annual Report and Financial Statements
| 0 |
0uncons | GB0006436108_2013_AR_english_01.txt_1 | GB0006436108_2013_AR_english_01.txt |
Shares in the Company can be bought in the open market through a stockbroker. They can also be purchased through the BlackRock Savings Plan and Stocks and Shares ISA (see page 62).
26 April 2013
Announcement of results for year ended 28 February 2013
26 June 2013
Annual General Meeting
3 July 2013
Payment of final dividend on ordinary shares
23 October 2013 Announcement of results for six months ended 31 August 2013
29 November 2013 Payment of interim dividend on ordinary shares
Annual Report and Financial Statements 28 February 2013
1
Contents
Corporate Summary
1
Performance Record
3
Chairman's Statement
4
Investment Manager's Report
7
Summary of Ten Largest Investments
10
Fifty Largest Investments
12
Distribution of Investments
14
Directors
15
Directors' Report
16
Directors' Remuneration Report
26
Corporate Governance Statement
28
Statement of Directors' Responsibilities in respect of
the Annual Report and Financial Statements
35
Report of the Independent Auditor
36
Income Statement
38
Reconciliation of Movements in Shareholders' Funds 39
Balance Sheet
40
Cash Flow Statement
41
Notes to the Financial Statements
42
Analysis of Ordinary Shareholders
57
Historical Performance Record
58
Management & Administration
59
Additional Shareholder Information
60
Notice of Annual General Meeting
64
2
BlackRock Smaller Companies Trust plc
Performance Record
Financial Highlights
Performance Net asset value per share* Net asset value per share* (capital only) Numis Smaller Companies plus AIM (ex Investment
Companies) Index Share price
Revenue return per share Interim dividend per share Proposed final dividend per share Total dividends paid and payable in respect of the
year ended
Total assets less current liabilities (£'000) Equity shareholders' funds (£'000)
Ongoing charges ratio** Ongoing charges ratio (including
performance fees) Dividend yield Gearing
Year ended 28 February 2013
720.42p 712.39p
4,026. | 1 |
0uncons | GB0006436108_2013_AR_english_01.txt_2 | GB0006436108_2013_AR_english_01.txt |
35
Report of the Independent Auditor
36
Income Statement
38
Reconciliation of Movements in Shareholders' Funds 39
Balance Sheet
40
Cash Flow Statement
41
Notes to the Financial Statements
42
Analysis of Ordinary Shareholders
57
Historical Performance Record
58
Management & Administration
59
Additional Shareholder Information
60
Notice of Annual General Meeting
64
2
BlackRock Smaller Companies Trust plc
Performance Record
Financial Highlights
Performance Net asset value per share* Net asset value per share* (capital only) Numis Smaller Companies plus AIM (ex Investment
Companies) Index Share price
Revenue return per share Interim dividend per share Proposed final dividend per share Total dividends paid and payable in respect of the
year ended
Total assets less current liabilities (£'000) Equity shareholders' funds (£'000)
Ongoing charges ratio** Ongoing charges ratio (including
performance fees) Dividend yield Gearing
Year ended 28 February 2013
720.42p 712.39p
4,026.91 626.50p
11.53p 3.50p 6.50p
10.00p 374,797 344,934
0.6%
1.0% 1.6% 9.2%
Year ended 29 February 2012
619.75p 612.02p
3,584.33 503.00p
10.16p 2.42p 5.98p
8.40p 311,582 296,733
0.7%
1.0% 1.7% 7.7%
% change
+16.2 +16.4
+12.3 +24.6 +13.5 +44.6
+8.7
+19.0 +20.3 +16.2
* Debenture at par value. ** Ongoing charges ratio calculated as a percentage of average shareholders' funds and using expenses, excluding finance costs, performance fees and
taxation in accordance with AIC guidelines.
Source: BlackRock.
Performance from 1 March 2003 to 28 February 2013
600
500
400
300
200
100
0 Feb 03
Feb 04
| 2 |
0uncons | GB0006436108_2013_AR_english_01.txt_3 | GB0006436108_2013_AR_english_01.txt | 91 626.50p
11.53p 3.50p 6.50p
10.00p 374,797 344,934
0.6%
1.0% 1.6% 9.2%
Year ended 29 February 2012
619.75p 612.02p
3,584.33 503.00p
10.16p 2.42p 5.98p
8.40p 311,582 296,733
0.7%
1.0% 1.7% 7.7%
% change
+16.2 +16.4
+12.3 +24.6 +13.5 +44.6
+8.7
+19.0 +20.3 +16.2
* Debenture at par value. ** Ongoing charges ratio calculated as a percentage of average shareholders' funds and using expenses, excluding finance costs, performance fees and
taxation in accordance with AIC guidelines.
Source: BlackRock.
Performance from 1 March 2003 to 28 February 2013
600
500
400
300
200
100
0 Feb 03
Feb 04
Feb 05
Share price performance
Feb 06
Feb 07
Feb 08
Feb 09
NAV performance (Capital only)
Feb 10
Feb 11
Benchmark
Feb 12
Sources: BlackRock and Datastream. Share price and NAV, rebased to 100. Benchmark FTSE SmallCap Index (excluding Investment Companies) prior to 31 August 2007 and Numis Smaller Companies plus AIM (excluding Investment Companies) Index (formerly Hoare Govett Smaller Companies plus AIM (excluding Investment Companies) Index) from 1 September 2007, rebased to 100.
Feb 13
Annual Report and Financial Statements 28 February 2013
3
Chairman's Statement
Over the last ten years Net Asset Value per share has increased by 411% and Dividends per share by 131%. Your Company has proved to be an outstanding long term investment.
Nicholas Fry
Performance Following a positive start to the year, sentiment across global markets began to deteriorate in the spring of 2012 and worsened in the summer following concerns over the need to address the high levels of government debt in much of the developed world. This led to policy makers | 3 |
0uncons | GB0006436108_2013_AR_english_01.txt_b0 | GB0006436108_2013_AR_english_01.txt | speak and vote in respect of my/our voting entitlement* on my/our behalf at the Annual General Meeting of BlackRock Smaller Companies Trust plc to be held at 2.30 p.m. on Wednesday, 26 June 2013 and at any adjournment thereof. I/We hereby authorise and instruct my/our said proxy to vote on the resolutions to be proposed at such Meeting as indicated below (see note 1 overleaf).
FOLD HERE
Please tick here if this proxy appointment is one of multiple appointments being made.*
FOLD HERE
*For the appointment of more than one proxy, please refer to note 8 (see overleaf).
Ordinary Resolutions:
1. To receive the report of the Directors and the financial statements for the year ended 28 February 2013, together with the report of the auditor thereon
2. To approve the Directors' Remuneration Report for the year ended 28 February 2013
For Against Abstain
3. To declare a final dividend of 6.50p per ordinary share
4. To elect Mr M Peacock as a Director
5. To re-elect Mr N Fry as a Director
6. To reappoint Scott-Moncrieff, Chartered Accountants, as auditor to the Company
7. To authorise the Directors to determine the auditor's remuneration
8. To grant the Directors authority to allot shares
Special Resolutions:
9. To authorise the Directors to disapply pre-emption rights in respect of issues of new shares or the sale of shares out of treasury
10. To authorise the Directors to purchase the Company's shares for cancellation or to be held in treasury
I/We would like my/our proxy to vote on the resolutions proposed at the Meeting as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the Meeting. I/We wish to attend the Annual General Meeting
(Please tick if you wish to attend)
Signature
Date DD / MM / YY
In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).
E1411
6
MBS
blackrock.co.uk/brsc
| 4 |
0uncons | GB0006436108_2013_AR_english_01.txt_b1 | GB0006436108_2013_AR_english_01.txt | Bishopsgate
TO EAST END Bishopsgate
St Mary Axe
Bishopsgate
Cornhill
Cornhill TO LONDON BRIDGE
Lime St
BlackRock, 12 Throgmorton Avenue, London EC2N 2DL
Nearest Underground Stations:
Bank (Central, Circle/District, Northern Lines)
Moorgate (Circle, Hammersmith & City, Metropolitan, Northern Lines)
Liverpool Street (Central, Circle, Hammersmith & City, Metropolitan Lines)
London Bridge (Jubilee, Northern Lines)
Nearest National Rail Stations:
Liverpool Street London Bridge Cannon Street Fenchurch Street
Form of Proxy
Please read the Notice of Meeting before completing this form. I/We hereby appoint the Chairman of the Meeting or the following person
*
Please use a black pen. Mark with an X inside the box as shown in this example.
7
Please leave this box blank if you have selected the Chairman. Do not insert your own name(s). Please refer to Explanatory note 7 (see overleaf).
as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement* on my/our behalf at the Annual General Meeting of BlackRock Smaller Companies Trust plc to be held at 2.30 p.m. on Wednesday, 26 June 2013 and at any adjournment thereof. I/We hereby authorise and instruct my/our said proxy to vote on the resolutions to be proposed at such Meeting as indicated below (see note 1 overleaf).
FOLD HERE
Please tick here if this proxy appointment is one of multiple appointments being made.*
FOLD HERE
*For the appointment of more than one proxy, please refer to note 8 (see overleaf).
Ordinary Resolutions:
1. To receive the report of the Directors and the financial statements for the year ended 28 February 2013, together with the report of the auditor thereon
2. To approve the Directors' Remuneration Report for the year ended 28 February 2013
For Against Abstain
3. To declare a final dividend of 6.50p per ordinary share
4. To elect Mr M Peacock as a Director
5. To re-elect Mr N Fry as a Director
6. To reappoint Scott | 5 |
0uncons | GB0002582962_2006_AR_english_01.txt_0 | GB0002582962_2006_AR_english_01.txt | Noble VCT plc
Report & Accounts
Year ended 31 March 2006
Contents
Corporate Policy and Financial Highlights
1
Chairman's Statement
2
Board of Directors
4
Adviser's Review
5
Investment Portfolio Summary
8
Top 10 Equity Investments
10
Corporate Governance
13
Statement of Directors' Responsibilities
16
Directors' Report
17
Directors' Remuneration Report
21
Independent Auditors' Report
23
Income Statement
24
Balance Sheet
25
Cash Flow Statement
26
Notes to the Accounts
27
Notice of Annual General Meeting
37
Corporate Information
39
NOBLE VCT PLC
1
Corporate Policy and Financial Highlights
Objectives The objectives of Noble VCT plc ("Noble" or "the Company") are to provide the shareholders with (i) the benefits of a venture capital portfolio which emphasises capital gains whilst seeking to lower risk by maintaining a balanced and diverse portfolio of investments by both number and sector and (ii) the personal tax benefits available through investment in a Venture Capital Trust ("VCT"). Noble will continue to make its investments in a way which the Board believes will meet the aims of the Chancellor of the Exchequer when he introduced the concept of VCTs so as to generate investment in dynamic, innovative and growing UK businesses.
Venture Capital Trust Status Noble has satisfied the conditions for venture capital trust status under Section 842AA of the Income and Corporation Taxes Act 1988 and the Directors intend to continue the business of the Company so as to comply with that Section.
Performance Summary
Noble VCT A Share NAV total return over the last 5 years against FTSE AIM 160 140 120 100 80 60 40 20
0 Mar-01 Mar-02 Mar-03 Mar-04 Mar-05 Mar-06
Noble VCT A share NAV total return over the last 5 years against FTSE TechMARK
160 140 120 100
80 60 40 20
0 Mar-01 Mar-02 Mar-03 Mar-04 Mar-05 Mar-06
FTSE AIM rebased NAV-06
FTSE TechMARK NAV-06
The above graphs outline | 0 |
0uncons | GB0002582962_2006_AR_english_01.txt_1 | GB0002582962_2006_AR_english_01.txt | number and sector and (ii) the personal tax benefits available through investment in a Venture Capital Trust ("VCT"). Noble will continue to make its investments in a way which the Board believes will meet the aims of the Chancellor of the Exchequer when he introduced the concept of VCTs so as to generate investment in dynamic, innovative and growing UK businesses.
Venture Capital Trust Status Noble has satisfied the conditions for venture capital trust status under Section 842AA of the Income and Corporation Taxes Act 1988 and the Directors intend to continue the business of the Company so as to comply with that Section.
Performance Summary
Noble VCT A Share NAV total return over the last 5 years against FTSE AIM 160 140 120 100 80 60 40 20
0 Mar-01 Mar-02 Mar-03 Mar-04 Mar-05 Mar-06
Noble VCT A share NAV total return over the last 5 years against FTSE TechMARK
160 140 120 100
80 60 40 20
0 Mar-01 Mar-02 Mar-03 Mar-04 Mar-05 Mar-06
FTSE AIM rebased NAV-06
FTSE TechMARK NAV-06
The above graphs outline the NAV Total Return (inclusive of all dividends paid and proposed to date) for A Ordinary Shares ("A Shares"). The returns are shown against the FTSE Techmark Index and the FTSE AIM Index.
Capital Values
Net asset value per share Total net assets
Results and Dividends
Earnings per share Total distribution per share
As at 31st March 2006 A Share
85.40p £22.45m
Year ended 31st March 2006
(3.33)p 1.75p
As at 31st March 2005 A Share
90.61p £18.52m
Year ended 31st March 2005
7.55p 7.0p
2
|
NOBLE VCT PLC
Chairman's Statement
I am pleased to report on the progress made by the Company during the year to 31 March 2006. During this time the Company changed its name from Enterprise Venture Capital Trust plc to Noble VCT plc, this reflected both the close relationship the Company has with the Noble Group and the increasing involvement which Noble Group has with the venture capital trust sector. Noble VCT was until last year the only VCT which was managed and | 1 |
0uncons | GB0002582962_2006_AR_english_01.txt_2 | GB0002582962_2006_AR_english_01.txt | the NAV Total Return (inclusive of all dividends paid and proposed to date) for A Ordinary Shares ("A Shares"). The returns are shown against the FTSE Techmark Index and the FTSE AIM Index.
Capital Values
Net asset value per share Total net assets
Results and Dividends
Earnings per share Total distribution per share
As at 31st March 2006 A Share
85.40p £22.45m
Year ended 31st March 2006
(3.33)p 1.75p
As at 31st March 2005 A Share
90.61p £18.52m
Year ended 31st March 2005
7.55p 7.0p
2
|
NOBLE VCT PLC
Chairman's Statement
I am pleased to report on the progress made by the Company during the year to 31 March 2006. During this time the Company changed its name from Enterprise Venture Capital Trust plc to Noble VCT plc, this reflected both the close relationship the Company has with the Noble Group and the increasing involvement which Noble Group has with the venture capital trust sector. Noble VCT was until last year the only VCT which was managed and administered by Noble Group and whilst it remains significantly the largest VCT under their management, it has been joined by two others, Noble Income & Growth VCT and Sitka Health Fund VCT.
Summary of Financial Highlights It is disappointing to record that in the year to 31 March 2006 the net asset value per share fell by 3.46p. This was before taking into account the dividend of 1.75p paid during the year and after the reduction of 0.99p relating to the change in valuation of AIM stocks from mid market price to bid price. This change in valuation was required by Financial Reporting Standard 26. The principal reason for this reduction was the lacklustre performance of some of our AIM stocks. This may seem somewhat surprising when the AIM and TechMARK indices both recorded strong rises during the early part of this year but it is important to note that significant companies within these indices do not qualify for VCT investment for example natural resource companies. It is a source of continuing frustration to the Directors that a more relevant index does not exist against which we can compare the performance of the Company.
The Company did make material progress during the year in a number of important areas: · Realised gains of £2m from investments which cost £ | 2 |
0uncons | GB0002582962_2006_AR_english_01.txt_3 | GB0002582962_2006_AR_english_01.txt | administered by Noble Group and whilst it remains significantly the largest VCT under their management, it has been joined by two others, Noble Income & Growth VCT and Sitka Health Fund VCT.
Summary of Financial Highlights It is disappointing to record that in the year to 31 March 2006 the net asset value per share fell by 3.46p. This was before taking into account the dividend of 1.75p paid during the year and after the reduction of 0.99p relating to the change in valuation of AIM stocks from mid market price to bid price. This change in valuation was required by Financial Reporting Standard 26. The principal reason for this reduction was the lacklustre performance of some of our AIM stocks. This may seem somewhat surprising when the AIM and TechMARK indices both recorded strong rises during the early part of this year but it is important to note that significant companies within these indices do not qualify for VCT investment for example natural resource companies. It is a source of continuing frustration to the Directors that a more relevant index does not exist against which we can compare the performance of the Company.
The Company did make material progress during the year in a number of important areas: · Realised gains of £2m from investments which cost £2.5m (excluding reclassification of losses provisioned in prior
years, relating to companies dissolved during the year) · New and follow on investments were made amounting to £9m · Dividends paid during the year amounted to 1.75p per share. A further interim dividend of 2.25p per share was paid
in April 2006 · Total net asset value after fundraising and dividend payments, increased by 21% from £18.5m to £22.4m · At 31 March 2006 net asset value per share prior to dividend payments was 85.40p · At 31 March 2006 £6.1m remained available for new investment with a further £5m available from funds raised in
April 2006
Review of Performance In the year to 31 March 2006, Noble VCT net asset value per share decreased by 3.8%; this was prior to dividend payments during the year amounting to 1.75p per share. As I have already mentioned, the main reason for this decline, was that some of the Company's AIM holdings did not perform as well as previously. Noble VCT is a generalist fund investing widely in both the AIM and unquoted sectors and it was encouraging that during the year to 31 | 3 |
0uncons | GB0002582962_2006_AR_english_01.txt_b0 | GB0002582962_2006_AR_english_01.txt | also be a member. Appointment of a proxy will not preclude a member from attending and voting at the meeting should he or she subsequently decide to do so.
3. A reply-paid form of proxy for your use is enclosed. To be valid it should be completed, signed and sent (together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority) to the Company's registrars, Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6ZR, so as to be received not later than 48 hours before the time appointed for holding the meeting, any adjourned meeting or, in the case of a poll taken subsequent to the date of the meeting or adjourned meeting, so as to be received not later than 24 hours before the time appointed for taking the poll.
4. In accordance with the requirements of the Act, the register of Directors' interests will be available for inspection at the Annual General Meeting.
Corporate Information
Company Secretary Noble Corporate Management Limited 76 George Street Edinburgh EH2 3BU Tel: 0131 225 9677
Registered Office No. 1 Colmore Square Birmingham B4 6AA
Auditors Scott-Moncrieff 17 Melville Street Edinburgh EH3 7PH
Registrar Lloyds TSB Registrars Scotland PO Box 28506 Finance House Orchard Brae Edinburgh EH4 1XZ
Company Registered Number 3157189
Directors John Gregory Raymond Abbott John Andrews MBE Philip Court
NOBLE VCT PLC
39
Solicitors & VCT Tax Adviser Martineau Johnson
No.1 Colmore Square Birmingham B4 6AA
Investment Advisers Noble Fund Managers Limited
76 George Street Edinburgh EH2 3BU
Company Broker Charles Stanley & Co Limited
25 Luke Street London
EC2A 4AR Tel: 020 7739 8200
Bankers Lloyds TSB Bank plc
PO Box 70 125 Colmore Row
Birmingham B3 3RD
Custodian Bank of New York One Canada Square
London E14 5AL
40 |
NOBLE VCT PLC
Noble VCT plc No.1 Colmore Square Birmingham B4 6AA
www.noblegp.com
Registered in England No. 3157189
| 4 |
0uncons | GB0002582962_2006_AR_english_01.txt_b1 | GB0002582962_2006_AR_english_01.txt | by inserting the following as Article 37(3) thereof:
"Article 37(3)
In addition but not in limitation to the provisions of Article 37(1) and 37(2), in order for the future of the Company to be considered by the members, the Board shall at the Annual General Meeting of the Company falling after the fifth anniversary of the last allotment of shares in the Company and thereafter at five yearly intervals, invite the members to consider and debate the future of the Company (including, without limitation, whether the Company should be wound up, sold or unitised) and as soon as practicable following that meeting shall convene an Extraordinary General Meeting to propose such resolution as the members attending the Annual General Meeting may by ordinary resolution require."
and that any requirement to invite members to consider and debate the future of the Company prior to as provided for by Article 37(3) be waived.
By order of the Board Noble Corporate Management Limited Company Secretary 29 June 2006
1. No Director has any service contract with the Company.
2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and, on a poll, to vote on his or her behalf. A proxy need not also be a member. Appointment of a proxy will not preclude a member from attending and voting at the meeting should he or she subsequently decide to do so.
3. A reply-paid form of proxy for your use is enclosed. To be valid it should be completed, signed and sent (together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority) to the Company's registrars, Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6ZR, so as to be received not later than 48 hours before the time appointed for holding the meeting, any adjourned meeting or, in the case of a poll taken subsequent to the date of the meeting or adjourned meeting, so as to be received not later than 24 hours before the time appointed for taking the poll.
4. In accordance with the requirements of the Act, the register of Directors' interests will be available for inspection at the Annual General Meeting.
Corporate Information
Company Secretary Noble Corporate Management Limited 76 George Street Edinburgh EH2 3BU Tel: 0131 225 9677
Registered Office No. 1 Colmore Square Birmingham B | 5 |
0uncons | GB00B3QF3772_2010_AR_english_01.txt_0 | GB00B3QF3772_2010_AR_english_01.txt | Annual Report and Accounts for the year ended 31 March 2010
Foresight 3 VCT plc
Foresight 3 VCT
Objective
The objective of Foresight 3 VCT plc is to provide private investors with an attractive return from a portfolio of investments in fast-growing unquoted companies predominantly in the environmental infrastructure and management buyout sectors in the United Kingdom and to maximise the tax-free income available to investors in the form of distributions from a combination of income received on investments and realised capital gains arising from trade sales.
VCT Tax Benefit for Shareholders beyond 6 April 2006
To obtain VCT tax reliefs on subscriptions up to £200,000 per annum, a VCT investor must be a `qualifying' individual over the age of 18 with UK taxable income. The tax reliefs for subscriptions from 6 April 2006 are: G Income tax relief of 30% on subscription into new shares, which is retained by shareholders if the shares are held
for more than five years. G VCT dividends (including capital distributions of realised gains on investments) are not subject to income tax. G Capital gains on disposal of VCT shares are tax free, whenever the disposal occurs.
Website: www.foresightgroup.eu
Contents
Corporate Policy and Financial Highlights Chairman's Statement Investment Summary Board of Directors Directors' Report Directors' Remuneration Report Statement of Directors' Responsibilities Responsibility Statement of the Directors in respect of the Annual Financial Report
1
Independent Auditors' Report
24
2
Income Statement
25
6
Reconciliation of Movements in Shareholders' Funds 26
13
Balance Sheet
27
14
Cash Flow Statement
28
21
Notes to the Accounts
29
23
Shareholder Information
41
Notice of Annual General Meeting
42
23
Corporate Information
Annual Report and Accounts 31 March 2010 01
Corporate Policy and Financial Highlights
Venture Capital Trust Status
Foresight 3 VCT plc ("the Company") has been granted approval as a Venture Capital Trust (VCT) under S274S280A of the Income Tax Act 2007 and the last complete review was carried out for the year ended 31 March 2009. It is intended that the business of the Company be carried on so as to maintain its VCT status.
| 0 |
0uncons | GB00B3QF3772_2010_AR_english_01.txt_1 | GB00B3QF3772_2010_AR_english_01.txt | sightgroup.eu
Contents
Corporate Policy and Financial Highlights Chairman's Statement Investment Summary Board of Directors Directors' Report Directors' Remuneration Report Statement of Directors' Responsibilities Responsibility Statement of the Directors in respect of the Annual Financial Report
1
Independent Auditors' Report
24
2
Income Statement
25
6
Reconciliation of Movements in Shareholders' Funds 26
13
Balance Sheet
27
14
Cash Flow Statement
28
21
Notes to the Accounts
29
23
Shareholder Information
41
Notice of Annual General Meeting
42
23
Corporate Information
Annual Report and Accounts 31 March 2010 01
Corporate Policy and Financial Highlights
Venture Capital Trust Status
Foresight 3 VCT plc ("the Company") has been granted approval as a Venture Capital Trust (VCT) under S274S280A of the Income Tax Act 2007 and the last complete review was carried out for the year ended 31 March 2009. It is intended that the business of the Company be carried on so as to maintain its VCT status.
Summary
l Net asset value per new Ordinary Share as at 31 March 2010 was 95.1p (100.1p per share prior to the payment of the 5.0p per share dividend) compared to 100.0p as at 31 March 2009 (adjusted from 91.2p for the conversion).
l Interim dividend of 5.0p per new Ordinary Share paid on 29 January 2010.
l A linked offer with Foresight 4 VCT plc raised gross proceeds of £17.0 million between launch in October 2009 and close on 4 May 2010, of which the Company's share was £8.5 million (£14.8 million raised in the current year, of which the Company's share was £7.4 million).
l Two new environmental investments were made during the period; Vertal Limited (£1,000,000) and 2K Manufacturing Limited (£500,000).
l Seventeen follow-on investments totalling £4,484,855.
l Cash proceeds of £4,238,594 realised from 26 investments.
l Gross proceeds of £2.2 million raised via top-up offers between October 2008 and July 2009, of which £1.6 million raised in the current | 1 |
0uncons | GB00B3QF3772_2010_AR_english_01.txt_2 | GB00B3QF3772_2010_AR_english_01.txt | Summary
l Net asset value per new Ordinary Share as at 31 March 2010 was 95.1p (100.1p per share prior to the payment of the 5.0p per share dividend) compared to 100.0p as at 31 March 2009 (adjusted from 91.2p for the conversion).
l Interim dividend of 5.0p per new Ordinary Share paid on 29 January 2010.
l A linked offer with Foresight 4 VCT plc raised gross proceeds of £17.0 million between launch in October 2009 and close on 4 May 2010, of which the Company's share was £8.5 million (£14.8 million raised in the current year, of which the Company's share was £7.4 million).
l Two new environmental investments were made during the period; Vertal Limited (£1,000,000) and 2K Manufacturing Limited (£500,000).
l Seventeen follow-on investments totalling £4,484,855.
l Cash proceeds of £4,238,594 realised from 26 investments.
l Gross proceeds of £2.2 million raised via top-up offers between October 2008 and July 2009, of which £1.6 million raised in the current period.
l Conversion of Ordinary Shares and C Shares into new Ordinary Shares successfully completed on 24 July 2009.
l Following year end, Foresight 3's share in Plum Baby Limited was sold for £1,526,000 compared to a cost of £849,000.
Year to 31 March 2010
Ordinary Shares
Revenue return per ordinary share Total return per ordinary share Net asset value per ordinary share Net asset value per ordinary share (including all dividends paid since inception of the Company)
0.8p (0.2)p 95.1p
138.6p
Year to
31 March 2009
Ordinary
C
Shares
Shares
(from 10
September 2008)
1.5p
0.2p
(5.4)p
(11.9)p
91.2p
50.6p
129.7p
50.6p
Foresight 3 VCT plc 02
Chairman's Statement
I Conversion of the Ordinary Shares and C Shares
Following the announcement of the results of the Company for the year to | 2 |
0uncons | GB00B3QF3772_2010_AR_english_01.txt_3 | GB00B3QF3772_2010_AR_english_01.txt | period.
l Conversion of Ordinary Shares and C Shares into new Ordinary Shares successfully completed on 24 July 2009.
l Following year end, Foresight 3's share in Plum Baby Limited was sold for £1,526,000 compared to a cost of £849,000.
Year to 31 March 2010
Ordinary Shares
Revenue return per ordinary share Total return per ordinary share Net asset value per ordinary share Net asset value per ordinary share (including all dividends paid since inception of the Company)
0.8p (0.2)p 95.1p
138.6p
Year to
31 March 2009
Ordinary
C
Shares
Shares
(from 10
September 2008)
1.5p
0.2p
(5.4)p
(11.9)p
91.2p
50.6p
129.7p
50.6p
Foresight 3 VCT plc 02
Chairman's Statement
I Conversion of the Ordinary Shares and C Shares
Following the announcement of the results of the Company for the year to 31 March 2009 the final stage of the merger process (arising from the merger with Enterprise VCT plc) involving the conversion of existing Ordinary and C Shares into new Ordinary Shares was completed on 24 July 2009.
I Results and Dividends
During the year under review, stock markets stabilised and sentiment improved as a result of the belief that the worst of the banking crisis may be over and the positive effects of the Governmental stimulus package which have started to filter through the economy. There are tentative signs that the economy is gradually improving and that is providing a welcome uplift to underlying trading conditions for some of the investee companies.
Against this background the Company's net asset value total return for the year showed a small increase to 100.1p per share (made up of the net asset value of 95.1p per share at 31 March 2010 and the payment of an interim 5.0p per share dividend in January 2010) from 100.0p per share a year earlier (adjusted from 91.2p for the conversion). The increase in net asset value was a consequence of an underlying improvement in trading within the Company's unquoted investments.
An interim dividend of 5.0p per share for the year ended 31 March | 3 |
0uncons | GB00B3QF3772_2010_AR_english_01.txt_b0 | GB00B3QF3772_2010_AR_english_01.txt | be submitted electronically. 13. Under section 319A of the Companies Act 2006, the Company must answer any question you ask relating to the business being dealt with at the meeting unless answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information or the answer has already been given on a website in the form of an answer to a question or it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. 14. Pursuant to Chapter 5 of Part 16 of the Companies Act 2006 (sections 527 to 531), where requested by a members or members meeting the qualification criteria the Company must publish on its website, a statement setting out any matter that such members propose to raise at the meeting relating to the audit of the Company's accounts (including the auditors' report and the conduct of the audit) that are to be laid before the meeting. Where the Company is required to publish such a statement on its website it may not require the members making the request to pay any expenses incurred by the Company in complying with the request, it must forward the statement to the Company's auditors no later than the time the statement is made available on the Company's website and the statement may be dealt with as part of the business of the meeting.
Foresight 3 VCT plc 44
Notes
Foresight VCT plc ECA Court South Park Sevenoaks Kent TN13 1DU
Corporate Information
Directors Peter Dicks (Chairman) Graham Ross Russell Bernard Fairman (resigned 18 June 2010) John Gregory (resigned 30 July 2010) Tom Maxwell
Company Secretary Foresight Fund Managers Limited ECA Court South Park Sevenoaks TN13 1DU
Registered Office and Investment Manager Foresight Group ECA Court South Park Sevenoaks TN13 1DU
Auditors and Tax Advisers Ernst & Young LLP 1 More London Place London SE1 2AF
Solicitors and VCT Status Advisers Martineau No. 1 Colmore Square Birmingham B4 6AA
Registrar Computershare Investor Services plc PO Box 82 The Pavilions Bridgwater Road Bristol BS99 6ZZ
Registered Number 03121772
Contact Numbers G Registrar's Shareholder Helpline -- Computershare (0870 703 6292) G General and Portfolio Queries -- Foresight Group (01732 471800)
| 4 |
0uncons | GB00B3QF3772_2010_AR_english_01.txt_b1 | GB00B3QF3772_2010_AR_english_01.txt | by section 311A of the Companies Act 2006, is available from
www.foresightgroup.eu. 11. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the
resolution. If you either select the "Discretionary" option or if no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting. 12. A form of proxy and reply paid envelope is enclosed. To be valid, it should be lodged with the Company's Registrar, Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY or the proxy must be registered electronically at www.eproxyappointment.com, in each case, so as to be received no later than 48 hours before the time appointed for holding the meeting or any adjourned meeting. To vote electronically, you will be asked to provide your Control Number, Shareholder Reference Number and PIN which are detailed on your proxy form. This is the only acceptable means by which proxy instructions may be submitted electronically. 13. Under section 319A of the Companies Act 2006, the Company must answer any question you ask relating to the business being dealt with at the meeting unless answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information or the answer has already been given on a website in the form of an answer to a question or it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. 14. Pursuant to Chapter 5 of Part 16 of the Companies Act 2006 (sections 527 to 531), where requested by a members or members meeting the qualification criteria the Company must publish on its website, a statement setting out any matter that such members propose to raise at the meeting relating to the audit of the Company's accounts (including the auditors' report and the conduct of the audit) that are to be laid before the meeting. Where the Company is required to publish such a statement on its website it may not require the members making the request to pay any expenses incurred by the Company in complying with the request, it must forward the statement to the Company's auditors no later than the time the statement is made available on the Company's website and the statement may be dealt | 5 |
0uncons | GB0001216000_2008_AR_english_01.txt_0 | GB0001216000_2008_AR_english_01.txt | SVM Global Fund plc Annual Report 30 September 2008
Contents
SVM Global Fund exploits global opportunities to provide long-term growth ^ providing shareholders with a diversified international multi-strategy portfolio and unique access to specialist funds including hedge and private equity
1 Highlights 2 Chairman's Statement 4 Managers' Review 8 Investment Portfolio 9 Shareholder Information 10 Board of Directors 11 Report of the Directors 18 Directors' Remuneration Report 20 Independent Auditors' Report 22 Income Statement 24 Balance Sheet 25 Reconciliation of Movements in Shareholders Funds 26 Cash Flow Statement 27 Accounting Policies 28 Notes to the Accounts 36 Notice of Annual General Meeting 40 Corporate Information
Highlights
à Net asset value (``NAV'') decreases by 23.0% à Notwithstanding this year's results, Company continues to outperform over the
longer term à Retains historic themes in a multi-strategy fund format
Financial Highlights
Total return: Net asset value Share price FTSE World Index
Discount/(premium)
Total expense ratio: Investment management fees Incentive fees Other operating expenses
Historical records Year to 30 September
2002 2003 2004 2005 2006 2007 2008
Performance to 30 September 2008
Net asset value FTSE World Index
30 September 2008
328.46p 319.50p
282.75
2.7%
30 September 2007
426.81p 420.00p
342.25
1.6%
% Change
^23.0 ^23.9 ^17.4
0.72% 0.74% 0.14%
0.65% 0.72% 0.12%
NAV per share (p)
151.71 191.83 221.03 289.50 353.30 426.81 328.46
Share Revenue return price (p) per share (p)
135.00 166.00 203.50 274.50 355.75 420.00 319.50
0.56 0.42 0.26 0.75 1.05 1.05 2.20
Dividend per share (p)
2.25 2.25 2.25 2.25 1.25 1.25 1.75
1 Year
^23.0 ^17.4
3 Years
+11.9 ^2.2
5 Years
+71.3 +25.6
| 0 |
0uncons | GB0001216000_2008_AR_english_01.txt_1 | GB0001216000_2008_AR_english_01.txt |
30 September 2008
328.46p 319.50p
282.75
2.7%
30 September 2007
426.81p 420.00p
342.25
1.6%
% Change
^23.0 ^23.9 ^17.4
0.72% 0.74% 0.14%
0.65% 0.72% 0.12%
NAV per share (p)
151.71 191.83 221.03 289.50 353.30 426.81 328.46
Share Revenue return price (p) per share (p)
135.00 166.00 203.50 274.50 355.75 420.00 319.50
0.56 0.42 0.26 0.75 1.05 1.05 2.20
Dividend per share (p)
2.25 2.25 2.25 2.25 1.25 1.25 1.75
1 Year
^23.0 ^17.4
3 Years
+11.9 ^2.2
5 Years
+71.3 +25.6
10 Years
+156.9 +27.6
Since Launch
+595.8 +126.2
SVM GLOBAL FUND Annual Report & Accounts 2008
1
Chairman's Statement
2
SVM GLOBAL FUND Annual Report & Accounts 2008
After several years of outperformance, it is disappointing to report a below par year. The net asset value of the Company fell by 23% to 328.46 pence in the year ending 30 September 2008. Over the same period, the Company's benchmark index, the FTSE World Index, declined by 17.4%. Since the year end, the net asset value has fallen further to 272 pence as at the time of going to press on 11 December 2008. This is slightly ahead of the benchmark. Over the longer term, the Company has comfortably outperformed its benchmark index over three, five and ten years, as well as since its launch in 1991.
Review
As I said at the time of the half year results in May, the Managers believed that markets were in for a rougher ride than any experienced in the last five years. They had positioned the portfolio defensively, investing in funds less dependent on rising | 1 |
0uncons | GB0001216000_2008_AR_english_01.txt_2 | GB0001216000_2008_AR_english_01.txt | 10 Years
+156.9 +27.6
Since Launch
+595.8 +126.2
SVM GLOBAL FUND Annual Report & Accounts 2008
1
Chairman's Statement
2
SVM GLOBAL FUND Annual Report & Accounts 2008
After several years of outperformance, it is disappointing to report a below par year. The net asset value of the Company fell by 23% to 328.46 pence in the year ending 30 September 2008. Over the same period, the Company's benchmark index, the FTSE World Index, declined by 17.4%. Since the year end, the net asset value has fallen further to 272 pence as at the time of going to press on 11 December 2008. This is slightly ahead of the benchmark. Over the longer term, the Company has comfortably outperformed its benchmark index over three, five and ten years, as well as since its launch in 1991.
Review
As I said at the time of the half year results in May, the Managers believed that markets were in for a rougher ride than any experienced in the last five years. They had positioned the portfolio defensively, investing in funds less dependent on rising markets. They financed these purchases by selling funds with higher market exposure. This worked well until the end of June when the Company was comfortably ahead of the benchmark for that period.
The climate changed dramatically in July. Markets in general and funds in particular suffered severe reversals and bouts of volatility. Even defensive funds were marked down aggressively as investors sought liquidity. There was a flight to perceived quality and an aversion to risk. Funds that specialised in emerging markets, resources and private equity were the main victims. As these are the Company's main themes, performance suffered accordingly. A rally in the fortunes of the US dollar contributed further to a fall in the Company's value, as it is underweight in US dollar exposure. This policy has served us well over a long period, but the sudden flight into a traditionally secure currency hit performance. Although many of the world's economic problems are centred in the US, investors have bought US Dollars in search of a safer haven.
The Managers believe that although these adverse conditions could persist for several months, their investment policy will be justified over the medium to long- term when markets calm down. They point out that despite the global slowdown, several economies are expanding rather than contracting; the main emerging markets (Brazil, Russia, India | 2 |
0uncons | GB0001216000_2008_AR_english_01.txt_3 | GB0001216000_2008_AR_english_01.txt | markets. They financed these purchases by selling funds with higher market exposure. This worked well until the end of June when the Company was comfortably ahead of the benchmark for that period.
The climate changed dramatically in July. Markets in general and funds in particular suffered severe reversals and bouts of volatility. Even defensive funds were marked down aggressively as investors sought liquidity. There was a flight to perceived quality and an aversion to risk. Funds that specialised in emerging markets, resources and private equity were the main victims. As these are the Company's main themes, performance suffered accordingly. A rally in the fortunes of the US dollar contributed further to a fall in the Company's value, as it is underweight in US dollar exposure. This policy has served us well over a long period, but the sudden flight into a traditionally secure currency hit performance. Although many of the world's economic problems are centred in the US, investors have bought US Dollars in search of a safer haven.
The Managers believe that although these adverse conditions could persist for several months, their investment policy will be justified over the medium to long- term when markets calm down. They point out that despite the global slowdown, several economies are expanding rather than contracting; the main emerging markets (Brazil, Russia, India and China) are still forecast to grow, even if not at the high speed levels of the last few years. This prospect, combined with the superior balance sheets of many emerging market
Chairman's Statement
nations, contrast starkly with the over ^indebted western economies. The managers are also anticipating a reversal of the dollar's strength, further weakness in sterling and to a lesser extent the Euro.
Gearing
The Board continues to believe that gearing accompanied by good stock selection can enhance shareholder returns. The Company retains banking facilities allowing us to borrow up to 20% of assets, although it was rare that more than half of this was actually used. All the Company's gearing is in the form of bank overdraft which is both flexible and inexpensive. The Company is not charged for any of the unutilised borrowings and it is the Board's intention to retain this facility.
Dividends and Share Transactions
Although the Company's principal objective remains capital growth, we also own income generating investments. During the last twelve months the Company received higher amounts in dividends than in previous years. This year the Board will recommend a higher dividend to ensure that the Company retains its investment trust status. It is the Company's policy only to pay dividends sufficient to | 3 |
0uncons | GB0001216000_2008_AR_english_01.txt_b0 | GB0001216000_2008_AR_english_01.txt | 70 shall retire at the following AGM. This provision has been repealed in the 2006 Act as it could breach age discrimination regulations. Accordingly, the New Articles remove this provision.
Indemnity of Officers and Insurance The Existing Articles already provide for the Company to indemnify any director or other officer of the Company subject to applicable law. The New Articles take advantage of the new wording in the 2006 Act relating to directors' indemnities, to the extent applicable to the Company, and reflect the current market standard provisions which have evolved since the existing indemnity provisions were adopted.
Requirements for registration of transfer and refusal to transfer The 2006 Act introduces a new requirement for companies to register transfers or to provide the transferee with reasons for refusal as soon as possible. The New Articles reflect this new requirement.
CREST and the Uncertificated Securities Regulations The New Articles reflect the Uncertificated Securities Regulations 2001 and the 2006 Act provisions by permitting shareholders holding uncertificated shares to appoint, instruct, amend and revoke proxy appointments using the CREST system.
Articles that duplicate statutory provisions Certain other provisions in the current Articles which replicate provisions contained in companies legislation are amended to bring them into line with the 2006 Act.
SVM GLOBAL FUND Annual Report & Accounts 2008
39
Corporate Information
Investment Managers, Secretaries and Registered Office SVM Asset Management Limited 7 Castle Street Edinburgh EH2 3AH Telephone: +44 (0) 131 226 6699 Facsimile: +44 (0) 131 226 7799 Email: info!svmonline.co.uk Web: svmonline.co.uk
Administrators of Savings Scheme/ISA SVM Asset Management Limited Block C, Western House Peterborough Business Park Lynchwood Peterborough PE2 6BP Telephone: 0845 358 1108
Registrars Computershare Investor Services plc Lochside House 7 Lochside Avenue Edinburgh Park Edinburgh EH12 9DJ Telephone: +44 (0) 131 707 1368
Auditors Ernst & Young LLP Ten George Street Edinburgh EH2 2DZ
Bankers Bank of New York Limited
Stockbrokers Matrix Securities Limited
Registered Number 15905
Summerhall Corporate 50170
40
SVM GLOBAL FUND Annual Report & Accounts 2008
0800 0199 440
www.svmonline.co.uk
SVM Asset Management 7 Castle Street, Edinburgh EH2 3AH
| 4 |
0uncons | GB0001216000_2008_AR_english_01.txt_b1 | GB0001216000_2008_AR_english_01.txt | they consider, in good faith, will be most likely to promote the Company's success. The directors will be able to impose limits or conditions when giving authorisation if they think this is appropriate.
38
SVM GLOBAL FUND Annual Report & Accounts 2008
Appendix to Notice of Annual General Meeting
It is also proposed that the New Articles contain provisions relating to confidential information, attendance at board meetings and the availability of board papers to protect a director being in breach of duty if a conflict of interest or a potential conflict of interest arises. It is the Board's intention to report annually on the Company's procedures for ensuring that the Board's powers to authorise conflicts are operating effectively.
It is proposed that the New Articles will contain provisions giving the directors authority to approve situations involving directors' conflicts of interest and to allow conflicts of interest to be dealt with by the Board.
Periodic retirement The Combined Code on Corporate Governance recommends that directors must submit themselves for election by Shareholders at the first annual general meeting after their appointment and to re-election thereafter at intervals of no more than three years. The New Articles reflect these provisions.
Age Limit for Directors The Existing Articles provide that a director who attains the age of 70 shall retire at the following AGM. This provision has been repealed in the 2006 Act as it could breach age discrimination regulations. Accordingly, the New Articles remove this provision.
Indemnity of Officers and Insurance The Existing Articles already provide for the Company to indemnify any director or other officer of the Company subject to applicable law. The New Articles take advantage of the new wording in the 2006 Act relating to directors' indemnities, to the extent applicable to the Company, and reflect the current market standard provisions which have evolved since the existing indemnity provisions were adopted.
Requirements for registration of transfer and refusal to transfer The 2006 Act introduces a new requirement for companies to register transfers or to provide the transferee with reasons for refusal as soon as possible. The New Articles reflect this new requirement.
CREST and the Uncertificated Securities Regulations The New Articles reflect the Uncertificated Securities Regulations 2001 and the 2006 Act provisions by permitting shareholders holding uncertificated shares to appoint, instruct, amend and revoke proxy appointments using the CREST system.
Articles that duplicate statutory provisions Certain other provisions in the current Articles which replicate provisions contained in companies legislation are amended to bring them into line with the 2006 Act.
SVM GLOBAL FUN | 5 |
0uncons | GB00B1BV3Z44_2008_AR_english_01.txt_0 | GB00B1BV3Z44_2008_AR_english_01.txt | 08
Talisman First Venture Capital Trust PLC
Annual Report Year ended 31 March 2008
Contents
1 Financial Highlights
Annual Report
2 Chairman's Statement 4 Analysis of Unlisted and AIM/PLUS Portfolio 5 Investment Manager's Review 8 Summary of Portfolio Performance 9 Investment Portfolio Summary 11 Largest Unlisted and AIM/PLUS Investments
Directors' Reports and Financial Statements
13 Your Board 14 Directors' Report 18 Directors' Remuneration Report 20 Statement of Corporate Governance 24 Statement of Directors' Responsibilities 25 Independent Auditors' Report to the Members of Talisman First Venture Capital Trust PLC 26 Income Statement 26 Reconciliation of Movements in Shareholders' Funds 27 Balance Sheet 28 Cash Flow Statement 29 Notes to the Financial Statements
General Information
37 Venture Capital Trusts 38 Tax Position of Individual Investors 39 Notice of Meeting 44 Corporate Summary 45 Corporate Information
2 Talisman First Venture Capital Trust PLC
Financial Highlights
Financial history
Net assets Net Asset Value per share Revenue return for year Capital return for year Total return for year Share priceB Discount to Net Asset Value Ordinary Shares in issue at year end
31 March 2008
£2,547,000 48.0p 0.6p (5.9p) (5.3p) 23.0p 52.1%
5,309,102
31 March 2007
£2,829,000 53.3p (2.0p) 5.5p 3.5p 24.0p 55.0%
5,309,102
31 March 2006 (restated)A
£2,646,000 49.8p (2.3p) 6.8p 4.5p
38.75p 22.2% 5,309,102
31 March 2005 (restated)A
£2,405,000 45.5p (3.0p) (1.0p) (4.0p) 52.5p 15.4%
5,309,102
A The number of Ordinary Shares in issue and the related amounts per share in prior years have been restated to reflect the share capital consolidation effective from 23 August 2006. B Closing mid-market price
NAV Performance
(p) 120
115
110
105
100
95
90
Value (rebased | 0 |
0uncons | GB00B1BV3Z44_2008_AR_english_01.txt_1 | GB00B1BV3Z44_2008_AR_english_01.txt | 0p 0.6p (5.9p) (5.3p) 23.0p 52.1%
5,309,102
31 March 2007
£2,829,000 53.3p (2.0p) 5.5p 3.5p 24.0p 55.0%
5,309,102
31 March 2006 (restated)A
£2,646,000 49.8p (2.3p) 6.8p 4.5p
38.75p 22.2% 5,309,102
31 March 2005 (restated)A
£2,405,000 45.5p (3.0p) (1.0p) (4.0p) 52.5p 15.4%
5,309,102
A The number of Ordinary Shares in issue and the related amounts per share in prior years have been restated to reflect the share capital consolidation effective from 23 August 2006. B Closing mid-market price
NAV Performance
(p) 120
115
110
105
100
95
90
Value (rebased to 100 at March 2005) 85
March 2005
March 2006
March 2007
March 2008
Talisman First VCT NAV
FTSE AIM All-Share Index
The above graph compares the Company's NAV movement to that of the FTSE AIM All-share index, both rebased to 100p at 31 March 2005, the closest accounting period-end date to the appointment of Aberdeen Asset Managers Limited.
Talisman First Venture Capital Trust PLC 1
Chairman's Statement
Performance
The Net Asset Value (NAV) per Ordinary Share at 31 March 2008 was 48.0p compared with 53.3p at 31 March 2007. The NAV has decreased by 9.9% over the year, which compares favourably to the decrease of 16.3% in the FTSE AIM All-share Index over the same period. The change in the value of the invested portfolio is analysed in the Summary of Portfolio Performance on page 8 between those investments held at the time of the change of Manager and new investments.
The performance of the Company is closely linked to that of AIM, having had 71.1% of the value of the portfolio invested in | 1 |
0uncons | GB00B1BV3Z44_2008_AR_english_01.txt_2 | GB00B1BV3Z44_2008_AR_english_01.txt | to 100 at March 2005) 85
March 2005
March 2006
March 2007
March 2008
Talisman First VCT NAV
FTSE AIM All-Share Index
The above graph compares the Company's NAV movement to that of the FTSE AIM All-share index, both rebased to 100p at 31 March 2005, the closest accounting period-end date to the appointment of Aberdeen Asset Managers Limited.
Talisman First Venture Capital Trust PLC 1
Chairman's Statement
Performance
The Net Asset Value (NAV) per Ordinary Share at 31 March 2008 was 48.0p compared with 53.3p at 31 March 2007. The NAV has decreased by 9.9% over the year, which compares favourably to the decrease of 16.3% in the FTSE AIM All-share Index over the same period. The change in the value of the invested portfolio is analysed in the Summary of Portfolio Performance on page 8 between those investments held at the time of the change of Manager and new investments.
The performance of the Company is closely linked to that of AIM, having had 71.1% of the value of the portfolio invested in AIM or PLUS quoted holdings at 31 March 2007. Stock markets generally, including AIM, were affected by the "credit crunch" in the summer of 2007 and the resultant fears over the economic conditions which would prevail during 2008. The AIM All-share Index fell by 16.3% from March 2007 to the end of the reporting period whilst the Company's AIM/PLUS portfolio declined by 14.6% over the same period; of this 12.7% is accounted for by one investment, Managed Support Services (formerly Worthington Nicholls Group). The Manager was instrumental in taking action which resulted in the entire management team leaving that company when it became clear that the team was not able to adequately manage the enlarged business following several acquisitions that had been undertaken during 2007. These acquisitions had generally been funded by rights issues. The new executive team have now made it clear that the financial information presented in connection with those share issues was misleading or inaccurate and that the previous management team were complicit in the presentation of this information to shareholders.
The NAV has declined by £282,000 over the year, of which £168,000 is accounted for by the expenses of running the Company. These expenses are partly offset by the income received from investments of £93 | 2 |
0uncons | GB00B1BV3Z44_2008_AR_english_01.txt_3 | GB00B1BV3Z44_2008_AR_english_01.txt | AIM or PLUS quoted holdings at 31 March 2007. Stock markets generally, including AIM, were affected by the "credit crunch" in the summer of 2007 and the resultant fears over the economic conditions which would prevail during 2008. The AIM All-share Index fell by 16.3% from March 2007 to the end of the reporting period whilst the Company's AIM/PLUS portfolio declined by 14.6% over the same period; of this 12.7% is accounted for by one investment, Managed Support Services (formerly Worthington Nicholls Group). The Manager was instrumental in taking action which resulted in the entire management team leaving that company when it became clear that the team was not able to adequately manage the enlarged business following several acquisitions that had been undertaken during 2007. These acquisitions had generally been funded by rights issues. The new executive team have now made it clear that the financial information presented in connection with those share issues was misleading or inaccurate and that the previous management team were complicit in the presentation of this information to shareholders.
The NAV has declined by £282,000 over the year, of which £168,000 is accounted for by the expenses of running the Company. These expenses are partly offset by the income received from investments of £93,000; this is almost double the amount of income received in the previous year, as anticipated in line with the strategy of also investing in yielding unlisted companies.
Despite the significant market movements which have occurred affecting many of the AIM investments, the underlying performance of the businesses in the AIM portfolio has remained sound. It is anticipated that this will be reflected in upward share price movements when market conditions improve, although the timing of any recovery remains uncertain.
The unlisted investments are in growing private companies that are not directly affected by short-term quoted market pricing movements, where performance remains generally encouraging and, in some cases, increases in valuations have been achieved during the reporting period.
Since 31 March 2005, when the change of Manager was implemented, the Company has seen its NAV rise by
£142,000 after management expenses, which is an increase of 5.9%, whereas the FTSE AIM All-share index has declined by 11.9% over the same period. The Board is pleased with this out-performance.
Dividends
The Board is not proposing that the Company should pay a dividend. The Company does not currently have reserves from which to pay a dividend; reserves will be created by the continued realisation of | 3 |
0uncons | GB00B1BV3Z44_2008_AR_english_01.txt_b0 | GB00B1BV3Z44_2008_AR_english_01.txt | uncertainties
Investments in smaller unlisted and AIM or PLUS quoted companies carry substantially greater risk, in terms of price and liquidity, than investments in larger companies or companies listed on the Official List. In addition, many of the businesses in which the Company invests may be exposed to the risk of political change, exchange controls, tax or other regulations that may affect their value and marketability.
The levels and bases of tax reliefs may change.
As the volume of the Company's shares traded on the market is likely to be small, the shares may trade at a significant discount to Net Asset Value.
44 Talisman First Venture Capital Trust PLC
Corporate Information
Directors
J D Carr (Chairman) S J Barclay B O J May W R Nixon
Manager
Aberdeen Asset Managers Limited Sutherland House 149 St Vincent Street Glasgow G2 5NW
Customer Services Department: 0845 300 2830 (open Monday to Friday, 9am to 5pm)
e-mail: vcts@aberdeen-asset.com
Secretary
Aberdeen Asset Management PLC Sutherland House 149 St Vincent Street Glasgow G2 5NW
Points of Contact
The Chairman and/or the Company Secretary at:
Sutherland House 149 St Vincent Street Glasgow G2 5NW
e-mail: company.secretary@invtrusts.co.uk
Registered Office
One Bow Churchyard Cheapside London EC4M 9HH
Registered in England and Wales Company No. 3870187
Registrar
Capita Registrars Northern House Woodsome Park Fenay Bridge West Yorkshire HD8 0LA Shareholder Helpline: 0870 162 3100 (calls cost 10p per minute plus network extras)
Bankers
J P Morgan Chase Bank
Stockbrokers
Seymour Pierce Limited
Solicitors
Field Fisher Waterhouse
Auditors
Deloitte & Touche LLP
Website
www.talismanfirst.co.uk
Talisman First Venture Capital Trust PLC 45
Aberdeen Asset Managers Limited 10 Queen's Terrace Aberdeen AB10 1YG Tel 01224 631999 Fax 01224 647010 149 St. Vincent Street, Glasgow G2 5NW Tel 0141 306 7400 Fax 0141 306 7401
Authorised and Regulated by The Financial Services Authority Member of the Aberdeen Asset Management Group of Companies
02 1079_0508
| 4 |
0uncons | GB00B1BV3Z44_2008_AR_english_01.txt_b1 | GB00B1BV3Z44_2008_AR_english_01.txt | be against the resolution.
In order to qualify as a VCT, within the accounting period beginning not more than three years after the receipt of applications, the Company must have at least 70% by value of its investments in qualifying holdings. The Company may invest in a number of companies which are not considered to be qualifying investments for a VCT. The criteria that must be met for a qualifying investment and the conditions that are required to be met by the Company in order for it to be approved as a VCT are detailed in Venture Capital Trusts on page 37.
Further details of the Company's risk profile are contained in the Directors' Report on pages 14 and 15, in Note 19 to the Financial Statements on pages 34 to 36 and in Tax Position of Individual Investors on page 38.
Management and Administration Deed
The Company has an agreement with Aberdeen Asset Managers Limited for the provision of investment management, company secretarial and administrative services. Please refer to pages 15 and 16 for details of the management and secretarial fees payable.
Share dealing
Shares in the Company can be purchased and sold in the open market through a stockbroker. Seymour Pierce Limited is stockbroker to Talisman First Venture Capital Trust PLC.
Risk and uncertainties
Investments in smaller unlisted and AIM or PLUS quoted companies carry substantially greater risk, in terms of price and liquidity, than investments in larger companies or companies listed on the Official List. In addition, many of the businesses in which the Company invests may be exposed to the risk of political change, exchange controls, tax or other regulations that may affect their value and marketability.
The levels and bases of tax reliefs may change.
As the volume of the Company's shares traded on the market is likely to be small, the shares may trade at a significant discount to Net Asset Value.
44 Talisman First Venture Capital Trust PLC
Corporate Information
Directors
J D Carr (Chairman) S J Barclay B O J May W R Nixon
Manager
Aberdeen Asset Managers Limited Sutherland House 149 St Vincent Street Glasgow G2 5NW
Customer Services Department: 0845 300 2830 (open Monday to Friday, 9am to 5pm)
e-mail: vcts@aberdeen-asset.com
Secretary
Aberdeen Asset Management PLC Sutherland House 149 St Vincent Street Glasgow G2 5NW
Points of Contact
The Chairman and/or the Company Secretary at | 5 |
0uncons | GB0031420390_2006_AR_english_01.txt_0 | GB0031420390_2006_AR_english_01.txt | Oxford Technology 3
Venture Capital Trust plc
Financial Statements For the year ended 28 February 2006
Oxford Technology 3 Venture Capital Trust plc
Contents
Statement on behalf of the Board
1
Board of Directors
3
Report of the Directors
4
Directors' responsibilities for the financial statements
6
Directors' remuneration report
6
Report of the independent auditors
8
Principal accounting policies
9
Statement of total return
10
Balance sheet
11
Cash flow statement
12
Notes to the financial statements
12
Notice of AGM
18
Form of proxy
19
Financial highlights
Year ended
Year ended
28 February 2006 28 February 2005
per ordinary share per ordinary share
Net asset value at year end after distributions
92p
108p
Revenue return
(2.46)p
(1.92)p
Cumulative dividend (gross) from incorporation
0p
0p
Share price at year end
85p
74p
Oxford Technology 3 Venture Capital Trust plc
Statement on behalf of the Board
Investment Portfolio
Overall, the Directors of Oxford Technology 3 VCT are pleased with the progress made by investee companies. As is to be expected, a couple of investee companies have had disappointing years, but many have performed well, and some have successfully raised further capital at increased share prices, reflecting the underlying progress made.
However, it is not always possible to translate `general good progress' into an increase in Net Asset Value, particularly where an investee company has not needed to raise additional capital, or if the company is not yet profitable (where this is the case, the mechanism for revaluation is clear - either the new share price, or a suitable price to earnings multiple). On the other hand, investees that have raised capital at a reduced share price, or are failing to meet significant targets will always be written down in the Net Asset Value.
This conservative approach to valuation of recognising poor performance but not always recognising strong performance means that a reduction in overall Net Asset Value does not necessarily mean the portfolio as a whole is doing badly and this is true for Oxford Technology 3 VCT, where | 0 |
0uncons | GB0031420390_2006_AR_english_01.txt_1 | GB0031420390_2006_AR_english_01.txt | p
74p
Oxford Technology 3 Venture Capital Trust plc
Statement on behalf of the Board
Investment Portfolio
Overall, the Directors of Oxford Technology 3 VCT are pleased with the progress made by investee companies. As is to be expected, a couple of investee companies have had disappointing years, but many have performed well, and some have successfully raised further capital at increased share prices, reflecting the underlying progress made.
However, it is not always possible to translate `general good progress' into an increase in Net Asset Value, particularly where an investee company has not needed to raise additional capital, or if the company is not yet profitable (where this is the case, the mechanism for revaluation is clear - either the new share price, or a suitable price to earnings multiple). On the other hand, investees that have raised capital at a reduced share price, or are failing to meet significant targets will always be written down in the Net Asset Value.
This conservative approach to valuation of recognising poor performance but not always recognising strong performance means that a reduction in overall Net Asset Value does not necessarily mean the portfolio as a whole is doing badly and this is true for Oxford Technology 3 VCT, where the Directors are generally pleased with the portfolio, despite the drop in Net Asset Value. Perhaps the best way to evaluate the performance of the portfolio is to follow the individual investee companies, and that is why Oxford Technology 3 VCT tries to give fairly full descriptions of each company in its newsletters.
A number of companies have performed well over the year (but, in most cases, have not been `written up' in value). BioAnaLab, which performs clinical assays for pharmaceutical companies developing biologic drugs, has continued to grow its client base, including securing a contract worth at least £0.5m from one large pharmceutical company.
of £5.5m which sees the company funded for the next three years, a tremendous achievement for a drug development company in the current market. Im-Pak, which has developed a novel technology for plastic injection moulding, has agreed heads of terms with a public company for a licence on the Im-Pak process for a particular market sector. If the agreement is concluded, Im-Pak would receive lump sum payments, as well as monthly royalties as the technology is exploited.
Caretek Medical, which has developed an ingenious drug delivery system that is both needle free and able to deliver drugs pain | 1 |
0uncons | GB0031420390_2006_AR_english_01.txt_2 | GB0031420390_2006_AR_english_01.txt | the Directors are generally pleased with the portfolio, despite the drop in Net Asset Value. Perhaps the best way to evaluate the performance of the portfolio is to follow the individual investee companies, and that is why Oxford Technology 3 VCT tries to give fairly full descriptions of each company in its newsletters.
A number of companies have performed well over the year (but, in most cases, have not been `written up' in value). BioAnaLab, which performs clinical assays for pharmaceutical companies developing biologic drugs, has continued to grow its client base, including securing a contract worth at least £0.5m from one large pharmceutical company.
of £5.5m which sees the company funded for the next three years, a tremendous achievement for a drug development company in the current market. Im-Pak, which has developed a novel technology for plastic injection moulding, has agreed heads of terms with a public company for a licence on the Im-Pak process for a particular market sector. If the agreement is concluded, Im-Pak would receive lump sum payments, as well as monthly royalties as the technology is exploited.
Caretek Medical, which has developed an ingenious drug delivery system that is both needle free and able to deliver drugs painlessly in solid form has completed a fund raising of £2m at an increased share price. Ixaris, which has developed an online payment system, continues to grow its revenues, and raised £3.5m in the year, including £2.0m from Foresight. Telegesis is attracting significant interest from major global players for its Zigbee modules.
Fuller information on each of the investee companies is given in the latest newsletter.
Results for the year
Interest on bank deposits and investee loans together with dividend income produced gross revenue of £25,000 (2005: £56,000) in the year. Net revenue after taxation and management expenses was a loss of £133,000 (2005: loss of £104,000) and revenue return for the year was a loss of 2.46p (2005: loss of 1.92p) per share. Capital return was a loss of 13.17p (2005: gain of 9.14p) per share. The graph on page 7 shows the historical Net Current Assets (chiefly cash) plus Gilts per share, and Other Investments (the fund's venture capital investments) per share. Together, these two figures make up the total Net Asset Value | 2 |
0uncons | GB0031420390_2006_AR_english_01.txt_3 | GB0031420390_2006_AR_english_01.txt | lessly in solid form has completed a fund raising of £2m at an increased share price. Ixaris, which has developed an online payment system, continues to grow its revenues, and raised £3.5m in the year, including £2.0m from Foresight. Telegesis is attracting significant interest from major global players for its Zigbee modules.
Fuller information on each of the investee companies is given in the latest newsletter.
Results for the year
Interest on bank deposits and investee loans together with dividend income produced gross revenue of £25,000 (2005: £56,000) in the year. Net revenue after taxation and management expenses was a loss of £133,000 (2005: loss of £104,000) and revenue return for the year was a loss of 2.46p (2005: loss of 1.92p) per share. Capital return was a loss of 13.17p (2005: gain of 9.14p) per share. The graph on page 7 shows the historical Net Current Assets (chiefly cash) plus Gilts per share, and Other Investments (the fund's venture capital investments) per share. Together, these two figures make up the total Net Asset Value per share. The graph also shows cumulative dividends paid to date.
Commerce Decisions, which provides software to organisations involved in complex and strategically important procurements (such as battleships, hospitals or transport infrastructure), achieved its first £1m revenue year in 05/06, and is set to see this grow by about 70% this year.
ImmunoBiology, which is developing novel vaccines for tuburculosis and influenza (including pandemic `bird flu') closed an investment round
AGM
Shareholders should note that the AGM for OT3 VCT will be held on Monday 19th June 2006, at the Magdalen Centre, Oxford Science Park, starting at 12.00 noon and will include presentations by some of the companies in which the Oxford Technology VCTs have invested. A formal Notice of AGM has been included at the back of these Accounts together with a Form of Proxy for those not attending.
1
Oxford Technology 3 Venture Capital Trust plc
Company
Table of investments held by company
Date of initial investment
Net cost of investment
Percentage of voting rights held by company
£000
%
Armstrong Healthcare Ltd
Oct 02
| 3 |
0uncons | GB0031420390_2006_AR_english_01.txt_b0 | GB0031420390_2006_AR_english_01.txt | relation to any other business arising from the meeting (including any resolution to adjourn the meeting).
2. If you prefer to appoint some other person or persons as your proxy, strike out the words "the Chairman of the Meeting or ", and insert in the blank space the name or names preferred and initial the alteration. A proxy need not be a member of the Company.
3. In the case of joint holders, only one need sign as the vote of the senior holder who tenders a vote will alone be counted.
4. If the member is a corporation, this Form of Proxy must be executed either under its common seal or under the hand of an officer or attorney duly authorised in writing.
5. To be effective, this Form of Proxy must be completed, signed and must be lodged (together with any power of attorney or duly certified copy thereof under which this Form of Proxy is signed) with the Company's registrars, Capita IRG plc, c/o Oxford Technology 3 Venture Capital Trust plc, Magdalen Centre, Oxford Science Park, Oxford OX4 4GA, not less than 48 hours before the time appointed for the meeting.
19
PLEASE AFFIX STAMP HERE
Capita IRG plc c/o Oxford 3 Technology VCT plc Magdalen Centre Oxford Science Park Oxford OX4 4GA
Oxford Technology 3 Venture Capital Trust plc Fold 1
Fold 2
Fold in half along `Fold 1' Fold over flaps along `Fold 2' and `Fold 3' Secure by tucking first flap into second flap:
Fold 3
20
Oxford Technology 3 Venture Capital Trust plc
Company Information
Directors
John Jackson (Chairman) Charles Breese Lucius Cary Michael O'Regan Sir Martin Wood
Secretary
James Gordon
Registrars
Capita IRG plc The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
Brokers
JP Morgan Cazenove 20 Moorgate London EC2R 6DA
Investment Manager and Registered Office
Seed Capital Ltd Magdalen Centre Oxford Science Park Oxford OX4 4GA
Solicitors
Gordons 22 Great James Street London WC1N 3ES
Auditors & VCT Compliance Advisers
James Cowper Buxton Court 3 West Way Botley, Oxford
Company Registration Number: 4351474
| 4 |
0uncons | GB0031420390_2006_AR_english_01.txt_b1 | GB0031420390_2006_AR_english_01.txt | vote for me/us on my/our behalf at the annual general meeting of the Company to be held on Monday 19th June 2006 and at any adjournment thereof.
I/We direct my/our proxy to vote as follows in respect of the ordinary resolutions set out in notice of meeting (note 1):
Resolution No.
For
1. Approval of accounts.
2. Re-appointment of Sir Martin Wood as Director.
3. Re-appointment of Lucius Cary as Director.
4. Approval of the appointment of James Cowper and authorisation of Directors to fix remuneration.
5. Approval of the Directors' remuneration report.
6. Approval of authority to make purchases of own shares.
Against
Date this......................................................day of..............................................., 2006
Signature................................................................................................................
Notes 1. Please indicate how you wish your vote to be cast. If you do not indicate how you wish your proxy to
use your vote on any particular matter, the proxy will exercise his discretion both as to how he votes and as to whether or not he abstains from voting. The proxy will act as he thinks fit in relation to any other business arising from the meeting (including any resolution to adjourn the meeting).
2. If you prefer to appoint some other person or persons as your proxy, strike out the words "the Chairman of the Meeting or ", and insert in the blank space the name or names preferred and initial the alteration. A proxy need not be a member of the Company.
3. In the case of joint holders, only one need sign as the vote of the senior holder who tenders a vote will alone be counted.
4. If the member is a corporation, this Form of Proxy must be executed either under its common seal or under the hand of an officer or attorney duly authorised in writing.
5. To be effective, this Form of Proxy must be completed, signed and must be lodged (together with any power of attorney or duly certified copy thereof under which this Form of Proxy is signed) with the Company's registrars, Capita IRG plc, c/o Oxford Technology 3 Venture Capital Trust plc, Magdalen Centre, Oxford Science Park, Oxford OX4 4GA, not less than 48 hours before the time appointed for the meeting.
19
PLEASE AFFIX STAMP HERE
Capita IRG | 5 |
0uncons | GB0002867140_2005_AR_english_01.txt_0 | GB0002867140_2005_AR_english_01.txt | (formerly Elderstreet Downing VCT plc)
Report & Accounts for the year ended 31 December 2005
SHAREHOLDER INFORMATION
Dividends Dividends are paid by the Registrar on behalf of Elderstreet VCT plc ("the Company"). Shareholders who wish to have dividends paid directly into their bank account rather than by cheque to their registered address can complete a Mandate Form for this purpose. Queries relating to dividends and requests for Mandate Forms should be directed to the Company's Registrar, Capita Registrars, on 0870 162 3100, or by writing to them at The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.
Dividend History (since launch)
Ordinary Shares
Year end (including interim dividends) 1998 1999 2000 2001
Gross Pence per
share 3.0 2.5
12.0 3.5
Year end (including interim dividends) 2002 2003 2004 Cumulative dividends paid to date
2005 (Proposed)
Gross Pence per
share 3.5 2.0 3.0
29.5
2.0
C Shares
2005 (Proposed)
1.0
Share Price The Company's share price continues to be quoted in the Financial Times on a daily basis in the "Investment Companies" sector, under the abbreviation "ElderstVCT". The Ordinary share price can also be found on various financial websites with the TIDM/EPIC code "EDV". The `C' share price can also be found on various financial websites with the TIDM/EPIC code "EDVC".
Latest share price (21 April 2006):
Ordinary shares 53.5 p per share
`C' shares 95.0 p per share
Selling Shares The Company's shares can be bought and sold in the same way as any other quoted company on the London Stock Exchange via a stockbroker. There may be tax implications in respect of this, therefore you should contact your independent financial adviser if you have any queries.
The Company operates a policy of buying its own shares for cancellation as they become available. The Company is, however, unable to buy back shares direct from Shareholders, so you will need to use a Stockbroker to sell your shares. Downing Management Services Limited is able to provide details of close periods (when the Company is | 0 |
0uncons | GB0002867140_2005_AR_english_01.txt_1 | GB0002867140_2005_AR_english_01.txt | 1.0
Share Price The Company's share price continues to be quoted in the Financial Times on a daily basis in the "Investment Companies" sector, under the abbreviation "ElderstVCT". The Ordinary share price can also be found on various financial websites with the TIDM/EPIC code "EDV". The `C' share price can also be found on various financial websites with the TIDM/EPIC code "EDVC".
Latest share price (21 April 2006):
Ordinary shares 53.5 p per share
`C' shares 95.0 p per share
Selling Shares The Company's shares can be bought and sold in the same way as any other quoted company on the London Stock Exchange via a stockbroker. There may be tax implications in respect of this, therefore you should contact your independent financial adviser if you have any queries.
The Company operates a policy of buying its own shares for cancellation as they become available. The Company is, however, unable to buy back shares direct from Shareholders, so you will need to use a Stockbroker to sell your shares. Downing Management Services Limited is able to provide details of close periods (when the Company is prohibited from buying in shares) and details of the price at which the Company has bought in shares. Contact details are shown on page 1 of this document.
Financial Calendar
21 June 2006
Annual General Meeting
27 June 2006
Payment of final dividend
September 2006
Announcement of interim results
Notification of Change of Address Communications with shareholders are mailed to the registered address held on the share register. In the event of a change of address or other amendment this should be notified to the Company's registrar, Capita Registrars, under the signature of the registered holder.
Other information for shareholders Up to date Company information (including financial statements, share price and dividend history) may be obtained from Downing's website at www.downing.co.uk by clicking on "VCT Information and Accounts".
If you have any queries regarding your shareholding in Elderstreet VCT plc, please contact the Registrar on the above number or visit Capita's website at www.capitaregistrars.com and click on "Shareholders".
CONTENTS
Directors and advisers Investment strategy and financial highlights Directors Chairman's statement Review of investments Report of the directors Directors' | 1 |
0uncons | GB0002867140_2005_AR_english_01.txt_2 | GB0002867140_2005_AR_english_01.txt | prohibited from buying in shares) and details of the price at which the Company has bought in shares. Contact details are shown on page 1 of this document.
Financial Calendar
21 June 2006
Annual General Meeting
27 June 2006
Payment of final dividend
September 2006
Announcement of interim results
Notification of Change of Address Communications with shareholders are mailed to the registered address held on the share register. In the event of a change of address or other amendment this should be notified to the Company's registrar, Capita Registrars, under the signature of the registered holder.
Other information for shareholders Up to date Company information (including financial statements, share price and dividend history) may be obtained from Downing's website at www.downing.co.uk by clicking on "VCT Information and Accounts".
If you have any queries regarding your shareholding in Elderstreet VCT plc, please contact the Registrar on the above number or visit Capita's website at www.capitaregistrars.com and click on "Shareholders".
CONTENTS
Directors and advisers Investment strategy and financial highlights Directors Chairman's statement Review of investments Report of the directors Directors' remuneration report Corporate governance Independent auditors' report Income statement Statement of recognised gains and losses Reconciliation of movements in shareholders funds Balance sheet Cash flow statement Notes to the accounts Notice of Annual General Meeting
Page 1 2 3 4 6
10 12 14 16 17 17 18 19 20 21 29
DIRECTORS AND ADVISERS
Directors
Secretary Administrator
Investment Manager Auditors VCT status advisers Registrar
Bankers
David Brock (Chairman) Barry Dean Michael Jackson Luke Johnson Nicholas Lewis
Grant Whitehouse
Downing Management Services Limited 69 Eccleston Square London SW1V 1PJ Tel: 020 7416 7780
Elderstreet Private Equity Limited 32 Bedford Row London WC1R 4HE
Deloitte & Touche LLP London
PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH
Capita Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 4TU Tel: 0870 162 3100
Bank of Scotland West End Office St James's Gate 14-16 Cockspur Street London SW1Y 5BL
1
INVESTMENT STRATEGY
The Company will continue to invest predominantly in un | 2 |
0uncons | GB0002867140_2005_AR_english_01.txt_3 | GB0002867140_2005_AR_english_01.txt | remuneration report Corporate governance Independent auditors' report Income statement Statement of recognised gains and losses Reconciliation of movements in shareholders funds Balance sheet Cash flow statement Notes to the accounts Notice of Annual General Meeting
Page 1 2 3 4 6
10 12 14 16 17 17 18 19 20 21 29
DIRECTORS AND ADVISERS
Directors
Secretary Administrator
Investment Manager Auditors VCT status advisers Registrar
Bankers
David Brock (Chairman) Barry Dean Michael Jackson Luke Johnson Nicholas Lewis
Grant Whitehouse
Downing Management Services Limited 69 Eccleston Square London SW1V 1PJ Tel: 020 7416 7780
Elderstreet Private Equity Limited 32 Bedford Row London WC1R 4HE
Deloitte & Touche LLP London
PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH
Capita Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 4TU Tel: 0870 162 3100
Bank of Scotland West End Office St James's Gate 14-16 Cockspur Street London SW1Y 5BL
1
INVESTMENT STRATEGY
The Company will continue to invest predominantly in unquoted companies which have the following characteristics:
x Established companies which are seeking development capital or funding for management buy-outs. (Investments in early stage businesses should represent only a small proportion of the portfolio at any time.)
x A strong, balanced and well motivated management team. x Investments which, where appropriate, include loan stock and preference shares to enhance security of
the portfolio and to provide income. x Investments where Elderstreet Private Equity Limited can typically act as lead investor and have an
active involvement in the business through a board position.
FINANCIAL HIGHLIGHTS
Ordinary Shares Net asset value (per share)
Cumulative paid distributions from launch to 31 December 2005 (per share)
Total return (net asset value plus cumulative distributions paid per share)
Interim distribution (per share) Final proposed distribution (per share)
2005 pence
65.1
29.5
94.6
2.0 2.0
2004 pence
64.9
27.5
92.4
1.0 2.0 3.0
'C' Shares Net asset value (per share)
Cumulative paid dividends from launch to 31 December 2005 ( | 3 |
0uncons | GB0002867140_2005_AR_english_01.txt_b0 | GB0002867140_2005_AR_english_01.txt |
2. To approve the Directors' Remuneration Report
3. To approve payment of a final distribution of 2.0p per Ordinary share and 1.0p per `C' share
4. To re-appoint the auditors and authorise the Directors to determine their remuneration.
5. To re-elect Luke Johnson as a Director
6. To re-elect Nicholas Lewis as a Director
SPECIAL BUSINESS
7. To authorise the Company to make market purchases of its shares
Dated this..................... day of.............................................................................. 2006
Signature(s)................................................../.................................................................
Notes: 1. If you wish to appoint a proxy of your own choice delete the words "the Chairman of the Meeting" and insert the name and address of the person whom
you wish to appoint in the space provided. A proxy need not be a member of the Company. 2. In the case of a corporation this form must be executed under its common seal or signed on its behalf by its attorney or a duly authorised officer of the
corporation. 3. In the case of joint shareholders any one of them may sign. The vote of the person whose name stands first in the register of members will be accepted to
the exclusion of the votes of the other joint holders. 4. If you do not indicate the way you desire your proxy to vote, you will be deemed to have authorised your proxy to vote or abstain from voting at his/ her
discretion. 5. To be valid this form of proxy must be completed and deposited (together with any power of attorney, or other authority under which it is signed) with
Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU not less than 48 hours before the time fixed for holding the meeting or adjourned meeting. 6. Completion of this form will not preclude you from attending and voting at the meeting if you so wish. 7. Any alteration made to the form of proxy must be initialled.
* Delete as appropriate
Third fold and tuck in edge
Business Reply Service Licence No. MB 122
CAPITA REGISTRARS Registrars for ELDERSTREET VCT PLC The Registry 34 Beckenham Road BECKENHAM Kent BR3 4TU
Second Fold
First fold
| 4 |
0uncons | GB0002867140_2005_AR_english_01.txt_b1 | GB0002867140_2005_AR_english_01.txt | to be held on Wednesday 21 June 2006, at 32 Bedford Row, London, WC1R 4HE at 11am.
I/ We*........................................................................................................................... (in BLOCK CAPITALS please)
of...............................................................................................................................
being the holder(s)* of ordinary shares of 5p/ 'C' shares of 5p each* in the capital of the above-named Company, hereby appoint the Chairman of the meeting (see note 1)
or...............................................................................................................................
of...............................................................................................................................
as my/our* proxy to attend for me/us* on my/our* behalf at the Annual General Meeting of the Company to be held at 32 Bedford Row, London, WC1R 4HE on Wednesday 21 June 2006 or at any adjournment thereof.
I/ We* desire to vote on the resolutions as indicated in the appropriate column below. Please indicate with an "X" how you wish your vote to be cast.
Details of the resolutions are set out in the Notice of the Annual General Meeting.
ORDINARY BUSINESS
1. To receive and adopt the Directors' report and accounts
FOR
AGAINST WITHELD
2. To approve the Directors' Remuneration Report
3. To approve payment of a final distribution of 2.0p per Ordinary share and 1.0p per `C' share
4. To re-appoint the auditors and authorise the Directors to determine their remuneration.
5. To re-elect Luke Johnson as a Director
6. To re-elect Nicholas Lewis as a Director
SPECIAL BUSINESS
7. To authorise the Company to make market purchases of its shares
Dated this..................... day of.............................................................................. 2006
Signature(s)................................................../.................................................................
Notes: 1. If you wish to appoint a proxy of your own choice delete the words "the Chairman of the Meeting" and insert the name and address of the person whom
you wish to appoint in the space provided. A proxy need not be a member of the Company. 2. In the case of a corporation this form must be executed under its common seal or signed on its behalf by its attorney or a duly authorised officer of the
corporation. 3. In the case of joint shareholders any one of them may sign. The vote of the | 5 |
0uncons | GB0003328555_2012_AR_english_01.txt_0 | GB0003328555_2012_AR_english_01.txt | Fidelity Japanese Values PLC
Annual Report
For the year ended 31 December 2012
Contents
Investment Objective and Highlights
1
Financial Summary
2
Chairman's Statement
3
Manager's Review
6
Ten Largest Investments
9
Distribution of the Portfolio
10
Summary of Performance
11
Current Board of Directors
14
Directors' Report
15
Business Review
15
General
18
Statement of Directors' Responsibilities
23
Corporate Governance Statement
24
Directors' Remuneration Report
30
Financial Calendar
31
Independent Auditor's Report
32
Financial Statements
33
Full Portfolio Listing
50
Notice of Meeting
53
Corporate Information
56
Investing in Fidelity Japanese Values PLC
57
Glossary of Terms
60
Warning to Shareholders Share Fraud Warning
62
Investment Objective and Highlights
The investment objective of the Company is to achieve long term capital growth from an actively managed portfolio of securities primarily of small and medium sized Japanese companies listed or traded on Japanese stockmarkets
Detail of the Company's investment policy is on pages 15 and 16
Performance (year ended 31 December 2012) Net Asset Value ("NAV") per Ordinary Share Total Return undiluted Ordinary Share Price Total Return Russell Nomura Mid/Small Cap Index* (in sterling terms)
* The Company's Benchmark Index
-6.6% -1.7% -3.1%
As at 31 December 2012 Equity Shareholders' Funds
Market Capitalisation Capital Structure: Ordinary shares of 25p each Subscription shares of 5p each
£58.0m £50.1m
96,822,685 17,232,149
Standardised Performance Total Return (%)
NAV per ordinary share undiluted Ordinary share price
Sources: Fidelity and Datastream Past performance is not a guide to future returns
01/01/2012 to
31/12/2012
-6.6
-1.7
01/01/2011 to
31/12/2011
-6.2
-8. | 0 |
0uncons | GB0003328555_2012_AR_english_01.txt_1 | GB0003328555_2012_AR_english_01.txt | growth from an actively managed portfolio of securities primarily of small and medium sized Japanese companies listed or traded on Japanese stockmarkets
Detail of the Company's investment policy is on pages 15 and 16
Performance (year ended 31 December 2012) Net Asset Value ("NAV") per Ordinary Share Total Return undiluted Ordinary Share Price Total Return Russell Nomura Mid/Small Cap Index* (in sterling terms)
* The Company's Benchmark Index
-6.6% -1.7% -3.1%
As at 31 December 2012 Equity Shareholders' Funds
Market Capitalisation Capital Structure: Ordinary shares of 25p each Subscription shares of 5p each
£58.0m £50.1m
96,822,685 17,232,149
Standardised Performance Total Return (%)
NAV per ordinary share undiluted Ordinary share price
Sources: Fidelity and Datastream Past performance is not a guide to future returns
01/01/2012 to
31/12/2012
-6.6
-1.7
01/01/2011 to
31/12/2011
-6.2
-8.3
01/01/2010 to
31/12/2010
+23.2
+18.0
01/01/2009 to
31/12/2009
+3.7
+16.2
01/01/2008 to
31/12/2008
-19.6
-28.6
Fidelity Japanese Values PLC Annual Report 2012
1
Financial Summary
Assets at 31 December Total portfolio exposure1 Shareholders' funds Contracts for Difference ("CFDs") exposure NAV per ordinary share undiluted NAV per ordinary share diluted2
2012
£70.2m £58.0m £15.2m 59.94p 59.19p
2011
£77.0m £62.5m £18.2m 64.17p 62.79p
% change
-8.8 -7.2 -16.5 -6.6 -5.7
Results for year to 31 December see page 33 Revenue (loss)/return per ordinary share Capital loss per ordinary share Total loss per ordinary share
(0.06p) (4.24p) (4. | 1 |
0uncons | GB0003328555_2012_AR_english_01.txt_2 | GB0003328555_2012_AR_english_01.txt | 3
01/01/2010 to
31/12/2010
+23.2
+18.0
01/01/2009 to
31/12/2009
+3.7
+16.2
01/01/2008 to
31/12/2008
-19.6
-28.6
Fidelity Japanese Values PLC Annual Report 2012
1
Financial Summary
Assets at 31 December Total portfolio exposure1 Shareholders' funds Contracts for Difference ("CFDs") exposure NAV per ordinary share undiluted NAV per ordinary share diluted2
2012
£70.2m £58.0m £15.2m 59.94p 59.19p
2011
£77.0m £62.5m £18.2m 64.17p 62.79p
% change
-8.8 -7.2 -16.5 -6.6 -5.7
Results for year to 31 December see page 33 Revenue (loss)/return per ordinary share Capital loss per ordinary share Total loss per ordinary share
(0.06p) (4.24p) (4.30p)
0.02p (4.06p) (4.04p)
Stockmarket Data at 31 December Russell Nomura Mid/Small Cap Index (in sterling terms) Yen/£ exchange rate Ordinary share price at year end
year high year low Discount at year end undiluted year high year low Discount at year end diluted Subscription share price at year end year high year low
1.7716
1.8288
-3.1
140.549
119.572
-14.9
51.63p
52.50p
-1.7
55.50p
63.25p
47.88p
47.75p
13.9%
18.2%
16.4%
18.7%
12.8%
3.4%
12.8%
16.4%
0.80p
5.70p
-86.0
6.65p
14.75p
0.68p
5.20p
| 2 |
0uncons | GB0003328555_2012_AR_english_01.txt_3 | GB0003328555_2012_AR_english_01.txt | 30p)
0.02p (4.06p) (4.04p)
Stockmarket Data at 31 December Russell Nomura Mid/Small Cap Index (in sterling terms) Yen/£ exchange rate Ordinary share price at year end
year high year low Discount at year end undiluted year high year low Discount at year end diluted Subscription share price at year end year high year low
1.7716
1.8288
-3.1
140.549
119.572
-14.9
51.63p
52.50p
-1.7
55.50p
63.25p
47.88p
47.75p
13.9%
18.2%
16.4%
18.7%
12.8%
3.4%
12.8%
16.4%
0.80p
5.70p
-86.0
6.65p
14.75p
0.68p
5.20p
Returns for the year to 31 December NAV per ordinary share (undiluted) total return3 Ordinary share price total return Russell Nomura Mid/Small Cap Index (in sterling terms)
-6.6% -1.7% -3.1%
-6.2% -8.3% -9.3%
Ongoing charges for the year to 31 December4
2.00%
1.98%
1 The total exposure of the investment portfolio, including exposure to the investments underlying the long CFDs 2 The diluted NAV per ordinary share is included in this report since the NAV per ordinary share is greater than the exercise price of the subscription shares. Hence, if
the subscription shares had been converted at the year end, the NAV per ordinary share in issue would have been diluted 3 The change in the NAV total return is different to the decrease in shareholders' funds because of the reduction in shareholders' funds due to share repurchases
and the dilutive effect on the total return of the exercise of subscription shares during the year at an exercise price less than the NAV per ordinary share 4 Ongoing charges (excluding finance costs and taxation) based on average net asset values | 3 |
0uncons | GB0003328555_2012_AR_english_01.txt_b0 | GB0003328555_2012_AR_english_01.txt | experienced investors who lose an average of £20,000, with around £200m lost in the UK each year.
PROTECT YOURSELF If you are offered unsolicited investment advice, discounted shares, a premium price for shares you own, or free company or research reports, you should take these steps before handing over any money:
1. Get the name of the person and organisation contacting you.
2. Check the FSA Register at www.fsa.gov.uk/fsaregister to ensure they are authorised.
3. Use the details on the FSA Register to contact the firm.
4. Call the FSA Consumer Helpline on 0845 606 1234 if there are no contact details on the Register or you are told they are out of date.
5. Search the FSA's website list of unauthorised firms and individuals to avoid doing business with.
6. REMEMBER: if it sounds too good to be true, it probably is!
If you use an unauthorised firm to buy or sell shares or other investments, you will not have access to the Financial Ombudsman Service or Financial Services Compensation Scheme (FSCS) if things go wrong.
REPORT A SCAM If you are approached about a share scam you should tell the FSA using the share fraud reporting form at www.fsa.gov.uk/scams, where you can find out about the latest investment scams. You can also call the Consumer Helpline on 0845 606 1234.
If you have already paid money to share fraudsters you should contact Action Fraud on
0300 123 2040
62
Fidelity Japanese Values PLC Annual Report 2012
Fidelity, Fidelity Worldwide Investment, the Fidelity Worldwide Investment logo and symbol are trademarks of FIL Limited
Printed on FSC® certified paper. 100% of the inks used are vegetable oil based 95% of press chemicals are recycled for further use and on average 99% of any waste associated with this production will be recycled. The FSC® logo identifies products which contain wood from well-managed forests certified in accordance with the rules of the Forest Stewardship Council®. This document is printed on Cocoon Silk; a paper made using 50% recycled fibre from genuine waste paper and 50% virgin fibre. The unavoidable carbon emissions generated during the manufacture and delivery of this document, have been reduced to net zero through a verified, carbon offsetting project.
| 4 |
0uncons | GB0003328555_2012_AR_english_01.txt_b1 | GB0003328555_2012_AR_english_01.txt | net asset value" and represent the total value of the Company's assets less the total value of its liabilities.
TOTAL PORTFOLIO EXPOSURE The total of fixed asset investments at fair value plus the fair value of the underlying securities within the Contracts For Difference.
TOTAL RETURN PERFORMANCE The return on the share price or net asset value per share taking into account the rise and fall of share prices and the dividends paid to shareholders. Any dividends received by the shareholder are assumed to have been reinvested in additional shares (for share price total return) or the Company's assets (for net asset value total return).
Glossary of Terms
Fidelity Japanese Values PLC Annual Report 2012
61
Warning to Shareholders
SHARE FRAUD WARNING Share fraud includes scams where investors are called out of the blue and offered shares that often turn out to be worthless or non-existent, or an inflated price for shares they own. These calls come from fraudsters operating in `boiler rooms' that are mostly based abroad.
While high profits are promised, those who buy or sell shares in this way usually lose their money.
The Financial Services Authority (FSA) has found most share fraud victims are experienced investors who lose an average of £20,000, with around £200m lost in the UK each year.
PROTECT YOURSELF If you are offered unsolicited investment advice, discounted shares, a premium price for shares you own, or free company or research reports, you should take these steps before handing over any money:
1. Get the name of the person and organisation contacting you.
2. Check the FSA Register at www.fsa.gov.uk/fsaregister to ensure they are authorised.
3. Use the details on the FSA Register to contact the firm.
4. Call the FSA Consumer Helpline on 0845 606 1234 if there are no contact details on the Register or you are told they are out of date.
5. Search the FSA's website list of unauthorised firms and individuals to avoid doing business with.
6. REMEMBER: if it sounds too good to be true, it probably is!
If you use an unauthorised firm to buy or sell shares or other investments, you will not have access to the Financial Ombudsman Service or Financial Services Compensation Scheme (FSCS) if things go wrong.
REPORT A SCAM If you are | 5 |
0uncons | GB0031100034_2007_AR_english_01.txt_0 | GB0031100034_2007_AR_english_01.txt | Aberforth Geared Capital & Income Trust plc
Annual Report and Accounts
31 December 2007
INVESTMENT OBJECTIVE
``The investment objective of Aberforth Geared Capital & Income Trust plc (AGCiT) is to provide Income Shareholders with a high level of income payable half yearly with the potential for income growth and to provide Capital Shareholders with geared capital growth.''
CONTENTS
Financial Highlights
1
Company Summary
2
Chairman's Statement
4
Directors and Corporate Information
6
Aberforth Partners LLP Information
7
Managers' Report
8
Portfolio Information
13
List of Investments
15
Long-Term Record
18
Hurdle Rates Statistics
20
Directors' Report
21
Corporate Governance Report
29
Directors' Remuneration Report
34
Directors' Responsibility Statement
36
Independent Auditors' Report
36
Income Statement
38
Reconciliation of Movements in Shareholders' Funds
39
Balance Sheet
40
Cash Flow Statement
41
Notes to the Accounts
42
Shareholder Information
55
Notice of the Annual General Meeting
57
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take you should consult your stockbroker, bank manager, solicitor, accountant or other independent ¢nancial adviser authorised under the Financial Services and Markets Act 2000 immediately.
If you have sold or otherwise transferred all of your Income Shares and/or Capital Shares in Aberforth Geared Capital & Income Trust plc, please forward this document and the accompanying form of proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was or is being effected for delivery to the purchaser or transferee.
FINANCIAL HIGHLIGHTS
Year to 31 December 2007
Total Assets Total Return1 Net Asset Value of Capital Shares2 HGSC (XIC)3 Income Share Price (with dividends reinvested)1
Capital Share Price
7.7% 20.0%
| 0 |
0uncons | GB0031100034_2007_AR_english_01.txt_1 | GB0031100034_2007_AR_english_01.txt |
Balance Sheet
40
Cash Flow Statement
41
Notes to the Accounts
42
Shareholder Information
55
Notice of the Annual General Meeting
57
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take you should consult your stockbroker, bank manager, solicitor, accountant or other independent ¢nancial adviser authorised under the Financial Services and Markets Act 2000 immediately.
If you have sold or otherwise transferred all of your Income Shares and/or Capital Shares in Aberforth Geared Capital & Income Trust plc, please forward this document and the accompanying form of proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was or is being effected for delivery to the purchaser or transferee.
FINANCIAL HIGHLIGHTS
Year to 31 December 2007
Total Assets Total Return1 Net Asset Value of Capital Shares2 HGSC (XIC)3 Income Share Price (with dividends reinvested)1
Capital Share Price
7.7% 20.0%
8.3% +2.6% 12.5%
Total assets less current liabilities Loans and other liabilities (incl. Income Shares) Equity Shareholders' Funds4
Market Capitalisation (Capital and Income Shares)
Net asset value of Income Share Net asset value of Capital Share5
Income Share price Capital Share price
Earnings per Income Share Dividends per Income Share
Total Expense ratio6 Portfolio turnover Capital Share discount
As at 31 December
2007
£120.3m (£56.6m) £63.7m
£75.9m
94.0p 579.5p
117.0p 449.5p
11.57p 10.5p
1.3% 35.0% 22.4%
As at 31 December
2006 £133.3m (£54.9m)
£78.4m
£84.2m
86.8p 724.5p
123.5p 514.0p
10.55p 9.4p
1.4% 33.8% 29.1%
% Change n/a n/a
18. | 1 |
0uncons | GB0031100034_2007_AR_english_01.txt_2 | GB0031100034_2007_AR_english_01.txt | 8.3% +2.6% 12.5%
Total assets less current liabilities Loans and other liabilities (incl. Income Shares) Equity Shareholders' Funds4
Market Capitalisation (Capital and Income Shares)
Net asset value of Income Share Net asset value of Capital Share5
Income Share price Capital Share price
Earnings per Income Share Dividends per Income Share
Total Expense ratio6 Portfolio turnover Capital Share discount
As at 31 December
2007
£120.3m (£56.6m) £63.7m
£75.9m
94.0p 579.5p
117.0p 449.5p
11.57p 10.5p
1.3% 35.0% 22.4%
As at 31 December
2006 £133.3m (£54.9m)
£78.4m
£84.2m
86.8p 724.5p
123.5p 514.0p
10.55p 9.4p
1.4% 33.8% 29.1%
% Change n/a n/a
18.8%
9.9%
+8.3% 20.0%
5.3% 12.5%
+9.7% +11.7%
n/a n/a n/a
Return per Income Share Return per Capital Share
Year to 31 December
2007
11.57p (145.08p)
Year to 31 December
2006
10.55p 256.63p
Capital Share Performance
(figures have been rebased to 100 at 18 Dec 2001)
Income Share Performance
(figures have been rebased to 100 at 18 Dec 2001)
1 Total returns are capital appreciation/(depreciation) with net dividends reinvested. 2 The asset performance of the Capital Shares assumes that the Income Shares each have a capital entitlement of 100p. 3 Performance of the Hoare Govett Smaller Companies Index (excluding Investment Companies) which is representative of AGCiT's
investment opportunity base. 4 Equity Shareholders' Funds comprise the net assets attributable to the Capital Shares in accordance with the Articles, plus the
cumulative revenue reserve and capital entitlement not yet transferred to Income Shareholders. 5 The valuation of the | 2 |
0uncons | GB0031100034_2007_AR_english_01.txt_3 | GB0031100034_2007_AR_english_01.txt | 8%
9.9%
+8.3% 20.0%
5.3% 12.5%
+9.7% +11.7%
n/a n/a n/a
Return per Income Share Return per Capital Share
Year to 31 December
2007
11.57p (145.08p)
Year to 31 December
2006
10.55p 256.63p
Capital Share Performance
(figures have been rebased to 100 at 18 Dec 2001)
Income Share Performance
(figures have been rebased to 100 at 18 Dec 2001)
1 Total returns are capital appreciation/(depreciation) with net dividends reinvested. 2 The asset performance of the Capital Shares assumes that the Income Shares each have a capital entitlement of 100p. 3 Performance of the Hoare Govett Smaller Companies Index (excluding Investment Companies) which is representative of AGCiT's
investment opportunity base. 4 Equity Shareholders' Funds comprise the net assets attributable to the Capital Shares in accordance with the Articles, plus the
cumulative revenue reserve and capital entitlement not yet transferred to Income Shareholders. 5 The valuation of the Capital Shares assumes that the Income Shares each have a capital entitlement of 100p. 6 Ratio of operating costs (excluding interest and transaction costs), to average shareholders' funds (calculated per AIC guidelines).
2007 figure excludes VAT on the investment management fee.
1
COMPANY SUMMARY
INTRODUCTION Aberforth Geared Capital & Income Trust plc (AGCiT) is an Investment Trust whose shares are traded on the London Stock Exchange.
OBJECTIVE The investment objective of AGCiT is to provide Income Shareholders with a high level of income payable half yearly with the potential for income growth and to provide Capital Shareholders with geared capital growth. Further details regarding the investment policy and approach can be found in the Business Review contained in the Directors' Report.
RISK The Board believes that the Company has a relatively high-risk profile in the context of the investment trust industry. This belief arises from the Company employing a significant level of gearing to increase its yield and to provide the potential for a growing level of dividend income and the potential for geared capital appreciation. The Board intends that the Company remain geared throughout its life. Some mitigating factors in the Company's risk profile include the facts that the Company:. has | 3 |
0uncons | GB0031100034_2007_AR_english_01.txt_b0 | GB0031100034_2007_AR_english_01.txt | and Accounts for the year to 31 December 2007 be adopted. 2. That the Directors Remuneration Report for the year ended 31 December 2007 be approved. 3. That Mr T M Foulkes be re-elected as a Director. 4. That Ernst & Young LLP be re-appointed as Auditors and that the Directors be authorised to determine
their remuneration. By Order of the Board Aberforth Partners LLP, Secretaries 14 Melville Street, Edinburgh EH3 7NS 24 January 2008
NOTES TO THE NOTICE OF THE ANNUAL GENERAL MEETING 1. A member who is entitled to attend and vote at this meeting is entitled to appoint one or more proxies to attend
and, on a poll, vote on their behalf. Such a proxy need not also be a member of the Company. 2. A Form of Proxy for use by Shareholders is enclosed. Completion of the Form of Proxy will not prevent a
Shareholder from attending the meeting and voting in person. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, [please contact the Registrars of the Company]. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. To be valid the Form of Proxy must be completed and lodged, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, with the Registrars of the Company no later than 48 hours before the time set for the meeting, or any adjourned meeting. 3. Members who have general queries about the Meeting should contact the Company Secretary in writing. You may not use any electronic address provided either in this notice of annual general meeting or any related documents (including the proxy form), to communicate with the Company for any purposes other than those expressly stated. 4. As at 24 January 2008, the latest practicable date prior to publication of this document, the Company had 24,500,000 Income Shares and 10,500,000 Capital Shares in issue with a total of 35,000,000 voting rights. 5. No Director has a contract of service with the Company. The terms and conditions of appointment of Directors will be available for inspection for 15 minutes prior to the Annual General Meeting and during the meeting.
57
| 4 |
0uncons | GB0031100034_2007_AR_english_01.txt_b1 | GB0031100034_2007_AR_english_01.txt | Street London EC1Y 4YY Website: www.theaic.co.uk Tel: 020 7282 5555
55
SHAREHOLDER INFORMATION
FINANCIAL CALENDAR
Results
For the full year to 31 December announced For the half year to 30 June announced
Income Share Dividends
First interim Ex-dividend
Payable
Second interim Ex-dividend
Payable
Interim Report
Published
Annual Report and Accounts Published
Annual General Meeting
Publication of Net Asset Values
Website Content Update
January July
July/August August
January/February February July January February/March Weekly (via Aberforth Partners LLP website) Monthly (as weekly and also via AIC) Weekly/Monthly
56
NOTICE OF THE ANNUAL GENERAL MEETING
Notice is hereby given that the sixth Annual General Meeting of Aberforth Geared Capital & Income Trust plc will be held at 14 Melville Street, Edinburgh on 4 March 2008 at 5.45 pm for the following purposes: To consider and, if thought fit, pass the following Ordinary Resolutions: 1. That the Report and Accounts for the year to 31 December 2007 be adopted. 2. That the Directors Remuneration Report for the year ended 31 December 2007 be approved. 3. That Mr T M Foulkes be re-elected as a Director. 4. That Ernst & Young LLP be re-appointed as Auditors and that the Directors be authorised to determine
their remuneration. By Order of the Board Aberforth Partners LLP, Secretaries 14 Melville Street, Edinburgh EH3 7NS 24 January 2008
NOTES TO THE NOTICE OF THE ANNUAL GENERAL MEETING 1. A member who is entitled to attend and vote at this meeting is entitled to appoint one or more proxies to attend
and, on a poll, vote on their behalf. Such a proxy need not also be a member of the Company. 2. A Form of Proxy for use by Shareholders is enclosed. Completion of the Form of Proxy will not prevent a
Shareholder from attending the meeting and voting in person. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, [please contact the Registrars of the | 5 |
0uncons | GB0007816068_2013_AR_english_01.txt_0 | GB0007816068_2013_AR_english_01.txt | Finsbury Growth & Income Trust PLC Annual Report for the year ended 30 September 2013
Finsbury Growth & Income Trust PLC
Annual Report for the year ended 30 September 2013
LINDSELL TRAIN
Contents
Key Data
1
Financial Highlights
2
Financial Summary and Key Data
Chairman's Statement
3-4 Chairman's Statement
5
How our Discount Control Mechanism works
Strategic Report
6
Investment Strategy and Business Model
7
Performance
8
Contribution to Total Return
9-10 Investment Manager's Review
11 Investments
12 Portfolio Analysis
13-14 Monitoring Performance
15 Director, Social, Economic and Environmental
Matters and Looking to the Future
Directors' Review
16 Board of Directors 17 Giles Warman In Memoriam 18-19 The Composition of the Board A Personal View
from the Chairman 20-24 Report of the Directors 25 Statement of Directors' Responsibilities 26-29 Corporate Governance
Audit Committee Report
30-31 Audit Committee Report
Directors' Remuneration Report
32-34 Directors' Remuneration Report
Independent Auditor's Report
35-37 Independent Auditor's Report
Financial Statements
38 Income Statement 39 Reconciliation of Movements in Shareholders' Funds 40 Balance Sheet 41 Cash Flow Statement 42-54 Notes to the Financial Statements
Investor Information
55-59 Notice of the Annual General Meeting 60-61 Explanatory Notes to the Resolutions 62 Glossary of Terms 63-64 How to Invest 65 Company Information 66 Disability Act
Finsbury Growth & Income Trust PLC
Financial Calendar
Financial Year End
30 September
Final Results Announced
December
Half Year End
31 March
Half Year Results Announced
May
Interim Management Statements Announced January/August
Dividends Payable
May and November
Annual General Meeting
January
Keep up to date with Finsbury Growth & Income Trust PLC
For more information about Finsbury Growth & Income Trust PLC visit the website at
www.finsburygt.com
1
Financial Highlights
Finsbury Growth & Income Trust PLC aims to achieve capital and income growth and to provide shareholders with a total return in excess of | 0 |
0uncons | GB0007816068_2013_AR_english_01.txt_1 | GB0007816068_2013_AR_english_01.txt | Directors' Remuneration Report
Independent Auditor's Report
35-37 Independent Auditor's Report
Financial Statements
38 Income Statement 39 Reconciliation of Movements in Shareholders' Funds 40 Balance Sheet 41 Cash Flow Statement 42-54 Notes to the Financial Statements
Investor Information
55-59 Notice of the Annual General Meeting 60-61 Explanatory Notes to the Resolutions 62 Glossary of Terms 63-64 How to Invest 65 Company Information 66 Disability Act
Finsbury Growth & Income Trust PLC
Financial Calendar
Financial Year End
30 September
Final Results Announced
December
Half Year End
31 March
Half Year Results Announced
May
Interim Management Statements Announced January/August
Dividends Payable
May and November
Annual General Meeting
January
Keep up to date with Finsbury Growth & Income Trust PLC
For more information about Finsbury Growth & Income Trust PLC visit the website at
www.finsburygt.com
1
Financial Highlights
Finsbury Growth & Income Trust PLC aims to achieve capital and income growth and to provide shareholders with a total return in excess of that of the FTSE All-Share Index.
The Company was incorporated in Scotland on 15 January 1926. Lindsell Train was appointed as Investment Manager on 11 December 2000 and since that date to 30 September 2013 the total return of the Company's net asset value per share has been 193.0%*, equivalent to a compound annual return of 8.8%*. This compares to a total return of 74.5%* in the Company's benchmark, equivalent to a compound annual return of 4.5%*.
*Source: Morningstar, FTSE International Limited ("FTSE")©FTSE 2013
Financial Highlights
Share price total return
+30.5%
2012 +23.6%
Net asset value per share total return
+31.6%
2012 +21.1%
FTSE All-Share Index (total return)
+18.9%
2012 +17.3%
Share price
479.0p
2012 376.0p
+27.4%
Net asset value per share
476.1p
2012 370.7p
+28.4%
Dividends for the year
10.5p | 1 |
0uncons | GB0007816068_2013_AR_english_01.txt_2 | GB0007816068_2013_AR_english_01.txt | that of the FTSE All-Share Index.
The Company was incorporated in Scotland on 15 January 1926. Lindsell Train was appointed as Investment Manager on 11 December 2000 and since that date to 30 September 2013 the total return of the Company's net asset value per share has been 193.0%*, equivalent to a compound annual return of 8.8%*. This compares to a total return of 74.5%* in the Company's benchmark, equivalent to a compound annual return of 4.5%*.
*Source: Morningstar, FTSE International Limited ("FTSE")©FTSE 2013
Financial Highlights
Share price total return
+30.5%
2012 +23.6%
Net asset value per share total return
+31.6%
2012 +21.1%
FTSE All-Share Index (total return)
+18.9%
2012 +17.3%
Share price
479.0p
2012 376.0p
+27.4%
Net asset value per share
476.1p
2012 370.7p
+28.4%
Dividends for the year
10.5p
2012 9.8p
+7.1%
Source: Morningstar, FTSE International Limited ("FTSE")©FTSE 2013
Finsbury Growth & Income Trust PLC Annual Report for the year ended 30 September 2013
2
Financial Summary and Key Data
Share price Net asset value per share Premium of share price to net asset
value per share Gearing* Shareholders' funds Number of shares in issue
Share price (total return)# Net asset value per share total return# FTSE All-Share Index (total return)
(Company benchmark)# + Ongoing charges*
Dividends per share First interim dividend Second interim dividend
Details of the Company's dividend record can be found on page 7.
#Source Morningstar +Source FTSE International Limited ("FTSE")©FTSE 2013* *See glossary on page 62
As at 30 September
2013 479.0p 476.1p
0.6% 3.6% £395.8m 83,136,557
Year ended 30 September
2013 +30.5% +31.6% +18.9%
0.8 | 2 |
0uncons | GB0007816068_2013_AR_english_01.txt_3 | GB0007816068_2013_AR_english_01.txt |
2012 9.8p
+7.1%
Source: Morningstar, FTSE International Limited ("FTSE")©FTSE 2013
Finsbury Growth & Income Trust PLC Annual Report for the year ended 30 September 2013
2
Financial Summary and Key Data
Share price Net asset value per share Premium of share price to net asset
value per share Gearing* Shareholders' funds Number of shares in issue
Share price (total return)# Net asset value per share total return# FTSE All-Share Index (total return)
(Company benchmark)# + Ongoing charges*
Dividends per share First interim dividend Second interim dividend
Details of the Company's dividend record can be found on page 7.
#Source Morningstar +Source FTSE International Limited ("FTSE")©FTSE 2013* *See glossary on page 62
As at 30 September
2013 479.0p 476.1p
0.6% 3.6% £395.8m 83,136,557
Year ended 30 September
2013 +30.5% +31.6% +18.9%
0.8%
4.8p 5.7p 10.5p
Ten Year Total Return Performance to 30 September 2013
450 400 350 300 250 200 150 100
50
As at 30 September
2012 376.0p 370.7p
1.4% 5.1% £254.2m 68,568,381
Year ended 30 September
2012 +23.6% +21.1% +17.3%
0.9%
4.6p 5.2p 9.8p
% Change +27.4 +28.4 +55.7 +21.2
+7.1
Sep-03 Mar-04 Sep-04 Mar-05 Sep-05 Mar-06 Sep-06 Mar-07 Sep-07 Mar-08 Sep-08 Mar-09 Sep-09 Mar-10 Sep-10 Mar-11 Sep-11 Mar-12 Sep-12 Mar-13 Sep-13
Share Price
Source: Morningstar Rebased to 100 | 3 |
0uncons | GB0007816068_2013_AR_english_01.txt_b0 | GB0007816068_2013_AR_english_01.txt | 6th Floor London EC2M 3NS
Auditor
Grant Thornton UK LLP 30 Finsbury Square, London EC2P 2YU
Share Price Listings
The price of your shares can be found in various publications including the Financial Times, The Daily Telegraph, The Times and The Scotsman.
The Company's net asset value per share is announced daily on the TrustNet website at www.trustnet.com.
Identification Codes
Shares: SEDOL: ISIN: BLOOMBERG: EPIC:
0781606 GB0007816068 FGT LN FGT
Finsbury Growth & Income Trust PLC Annual Report for the year ended 30 September 2013
66
Disability Act
Disability Act
Copies of this annual report and other documents issued by the Company are available from the Company Secretary. If needed, copies can be made available in a variety of formats, including braille, audio tape or larger type as appropriate. You can contact the Registrar to the Company, Capita Registrars, which has installed telephones to allow speech and hearing impaired people who have their own telephone to contact them directly, without the need for an intermediate operator, for this service please call 0800 731 1888. Specially trained operators are available during normal business hours to answer queries via this service. Alternatively, if you prefer to go through a `typetalk' operator (provided by The Royal National Institute for Deaf People) you should dial 18001 from your textphone followed by the number you wish to dial.
Finsbury Growth & Income Trust PLC Annual Report for the year ended 30 September 2013
This report is printed on Revive Pure White Silk a totally recycled paper produced using 100% recycled waste at a mill that has been awarded the ISO 14001 certificate for environmental management. The pulp is bleached using a totally chlorine free (TCF) process.
Perivan Financial Print 230004
A member of the Association of Investment Companies
INVESTMENT AWARDS Winner:
· Investment Week, Investment Trust of the Year 2010, 2011 and 2013, UK Income Category · Money Week, Investment Trust of the Year 2011, UK Growth & Income Category · Moneywise, Investment Trust of the Year 2011, UK Growth & Income Category
Finsbury Growth & Income Trust PLC 25 Southampton Buildings, London WC2A 1AL www.finsburygt.com
| 4 |
0uncons | GB0007816068_2013_AR_english_01.txt_b1 | GB0007816068_2013_AR_english_01.txt | Company's monthly fact sheet by e-mail, please contact Frostrow Capital using the above e-mail address.
Stockbrokers
Winterflood Investment Trusts The Atrium Building, Cannon Bridge, 25 Dowgate Hill London EC4R 2GA
Registrars
Capita Asset Services The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU Telephone (in UK): 0871 664 0300 Telephone (from overseas): +44 208 639 3399 Facsimile: + 44 (0) 1484 600911 E-Mail: shareholderenquiries@capita.co.uk Website: www.capitaassetservices.com Please contact the Registrars if you have a query about a certificated holding in the Company's shares.
Calls cost 10p per minute plus network charges and may be recorded for training purposes.Lines are open from 8.30 a.m. to 5.30 p.m. Monday to Friday.
Custodian and Banker
Bank of New York Mellon 160 Queen Victoria Street, London EC4V 4LA
Lending Banker
Scotiabank Europe PLC 201 Bishopsgate, 6th Floor London EC2M 3NS
Auditor
Grant Thornton UK LLP 30 Finsbury Square, London EC2P 2YU
Share Price Listings
The price of your shares can be found in various publications including the Financial Times, The Daily Telegraph, The Times and The Scotsman.
The Company's net asset value per share is announced daily on the TrustNet website at www.trustnet.com.
Identification Codes
Shares: SEDOL: ISIN: BLOOMBERG: EPIC:
0781606 GB0007816068 FGT LN FGT
Finsbury Growth & Income Trust PLC Annual Report for the year ended 30 September 2013
66
Disability Act
Disability Act
Copies of this annual report and other documents issued by the Company are available from the Company Secretary. If needed, copies can be made available in a variety of formats, including braille, audio tape or larger type as appropriate. You can contact the Registrar to the Company, Capita Registrars, which has installed telephones to allow speech and hearing impaired people who have their own telephone to contact them directly, without the need for an intermediate operator, | 5 |
0uncons | GB0007174294_2012_AR_english_01.txt_0 | GB0007174294_2012_AR_english_01.txt | Annual Report and Financial Statements for the year ended 31 December 2012
Kings Arms Yard VCT PLC
Contents
Page 2 Company information 3 Investment objectives and financial calendar 4 Financial highlights 5 Financial summary 6 Chairman's statement 8 Manager's report 10 The Board of Directors 11 The Manager 12 Portfolio of investments 13 Portfolio companies 15 Directors' report 23 Statement of corporate governance 28 Directors' remuneration report 30 Independent Auditor's report 31 Income statement 32 Balance sheet 33 Reconciliation of movements in shareholders' funds 34 Cash flow statement 35 Notes to the Financial Statements 47 Merger history 48 Financial summary for previous funds 49 Dividend history
Kings Arms Yard VCT PLC 1
Company information
Company number
03139019
Directors
R A Field, Chairman T W Chambers M G Fiennes A P M Lamb
Manager, company secretary and registered office
Albion Ventures LLP 1 King's Arms Yard London EC2R 7AF
Registrar
Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ
Auditor
Grant Thornton UK LLP 30 Finsbury Square London EC2P 2YU
Taxation adviser
PricewaterhouseCoopers LLP 1 Embankment Place London, WC2N 6RH
Legal adviser
SGH Martineau LLP No 1 Colmore Square Birmingham B4 6AA
Kings Arms Yard VCT PLC is a member of The Association of Investment Companies.
Shareholder information
For help relating to dividend payments, shareholdings and share certificates please contact Computershare Investor Services PLC: Tel: 0870 873 5858 (UK National Rate call, lines are open 8.30am 5.30pm; Mon Fri; calls may be recorded) Website: www.investorcentre.co.uk
Shareholders can access holdings and valuation information regarding any of their shares held with Computershare by registering on Computershare's website.
IFA information
For enquiries relating to the performance of the Company, and for IFA information, please contact Albion Ventures LLP:
Tel: 020 7601 1850 (lines are open 9.00am 5.30pm: Mon Fri, calls may be recorded) Email: info@albion-ventures.co.uk Website: www.albion-ventures.co.uk
| 0 |
0uncons | GB0007174294_2012_AR_english_01.txt_1 | GB0007174294_2012_AR_english_01.txt | PricewaterhouseCoopers LLP 1 Embankment Place London, WC2N 6RH
Legal adviser
SGH Martineau LLP No 1 Colmore Square Birmingham B4 6AA
Kings Arms Yard VCT PLC is a member of The Association of Investment Companies.
Shareholder information
For help relating to dividend payments, shareholdings and share certificates please contact Computershare Investor Services PLC: Tel: 0870 873 5858 (UK National Rate call, lines are open 8.30am 5.30pm; Mon Fri; calls may be recorded) Website: www.investorcentre.co.uk
Shareholders can access holdings and valuation information regarding any of their shares held with Computershare by registering on Computershare's website.
IFA information
For enquiries relating to the performance of the Company, and for IFA information, please contact Albion Ventures LLP:
Tel: 020 7601 1850 (lines are open 9.00am 5.30pm: Mon Fri, calls may be recorded) Email: info@albion-ventures.co.uk Website: www.albion-ventures.co.uk
Please note that these contacts are unable to provide financial or taxation advice.
2 Kings Arms Yard VCT PLC
Investment objectives
The Company is a Venture Capital Trust. The investment policy is intended to produce a regular and predictable dividend stream with an appreciation in capital value as set out below.
The Company intends to achieve its strategy by adopting an investment policy for new investments which over time will rebalance the portfolio such that approximately 50 per cent. of the portfolio comprises an asset-backed portfolio of lower risk, ungeared businesses, principally operating in the healthcare, environmental and leisure sectors (the "AssetBacked Portfolio"). The balance of the portfolio, other than funds retained for liquidity purposes, will be invested in a portfolio of higher growth businesses across a variety of sectors of the UK economy. These will range from lower risk, income producing businesses to a limited number of higher risk technology companies (the "Growth Portfolio").
In neither category would portfolio companies normally have any external borrowing with a charge ranking ahead of the Company. Up to two-thirds of qualifying investments by cost will comprise loan stock secured with a first charge on the portfolio company's assets.
The Company's investment portfolio will thus be structured to provide a balance between | 1 |
0uncons | GB0007174294_2012_AR_english_01.txt_2 | GB0007174294_2012_AR_english_01.txt |
Please note that these contacts are unable to provide financial or taxation advice.
2 Kings Arms Yard VCT PLC
Investment objectives
The Company is a Venture Capital Trust. The investment policy is intended to produce a regular and predictable dividend stream with an appreciation in capital value as set out below.
The Company intends to achieve its strategy by adopting an investment policy for new investments which over time will rebalance the portfolio such that approximately 50 per cent. of the portfolio comprises an asset-backed portfolio of lower risk, ungeared businesses, principally operating in the healthcare, environmental and leisure sectors (the "AssetBacked Portfolio"). The balance of the portfolio, other than funds retained for liquidity purposes, will be invested in a portfolio of higher growth businesses across a variety of sectors of the UK economy. These will range from lower risk, income producing businesses to a limited number of higher risk technology companies (the "Growth Portfolio").
In neither category would portfolio companies normally have any external borrowing with a charge ranking ahead of the Company. Up to two-thirds of qualifying investments by cost will comprise loan stock secured with a first charge on the portfolio company's assets.
The Company's investment portfolio will thus be structured to provide a balance between income and capital growth for the longer term. The Asset-Backed Portfolio is designed to provide stability and income whilst still maintaining the potential for capital growth. The Growth Portfolio is intended to provide highly diversified exposure through its portfolio of investments in unquoted UK companies.
Funds held pending investment or for liquidity purposes will be held as cash on deposit or in floating rate notes or similar instruments with banks or other financial institutions with a Moody's rating of `A' or above.
Financial calendar
Record date for first dividend Annual General Meeting Payment date of first dividend Announcement of half-yearly results for the six months ending 30 June 2013 Payment date of second dividend (subject to Board approval)
10 May 2013 24 May 2013 31 May 2013 August 2013 September 2013
Kings Arms Yard VCT PLC 3
Financial highlights
18.9p Net asset value per share as at 31 December 2012. 16.0p Mid market share price as at 31 December 2012.
2.1x 3.1p 1.0p
Increase in mid market share price during the year. Total return per share to shareholders for the year ended 31 December 2012. Total tax free dividends per share paid in the year to 31 | 2 |
0uncons | GB0007174294_2012_AR_english_01.txt_3 | GB0007174294_2012_AR_english_01.txt | income and capital growth for the longer term. The Asset-Backed Portfolio is designed to provide stability and income whilst still maintaining the potential for capital growth. The Growth Portfolio is intended to provide highly diversified exposure through its portfolio of investments in unquoted UK companies.
Funds held pending investment or for liquidity purposes will be held as cash on deposit or in floating rate notes or similar instruments with banks or other financial institutions with a Moody's rating of `A' or above.
Financial calendar
Record date for first dividend Annual General Meeting Payment date of first dividend Announcement of half-yearly results for the six months ending 30 June 2013 Payment date of second dividend (subject to Board approval)
10 May 2013 24 May 2013 31 May 2013 August 2013 September 2013
Kings Arms Yard VCT PLC 3
Financial highlights
18.9p Net asset value per share as at 31 December 2012. 16.0p Mid market share price as at 31 December 2012.
2.1x 3.1p 1.0p
Increase in mid market share price during the year. Total return per share to shareholders for the year ended 31 December 2012. Total tax free dividends per share paid in the year to 31 December 2012.
0.5p
First tax free dividend declared for the year to 31 December 2013.
6.25% Tax free yield on share price (dividend per annum/share price as at 31 December 2012).
Net asset value total return relative to FTSE All-Share Index total return from appointment of Albion Ventures LLP to 31 December 2012 (in both cases with dividends reinvested)
130
120
Return (pence per share)
110 100
90 2010 Net asset value total return
2011 FTSE All-Share index total return
2012
Source: Albion Ventures LLP
Methodology: The return to the shareholder (rebased to 100), assuming that dividends were reinvested at net asset value of the Company at the time when the shares were quoted ex dividend. Tax reliefs and transaction costs are not taken into account.
4 Kings Arms Yard VCT PLC
Financial summary
Dividends paid during the year Revenue return Capital return Net asset value enhancement as a result of share buy backs Net asset value
31 December 2012 31 December 2011 (pence per share) (pence per share)
1.00 | 3 |
0uncons | GB0007174294_2012_AR_english_01.txt_b0 | GB0007174294_2012_AR_english_01.txt | VCT 2 PLC (KAY2). KAY2 merged with Kings Arms Yard VCT PLC (KAY) in September 2011 with a share exchange ratio of 1.2806 KAY shares for each KAY2 share.
31 October 2002 31 October 2003 31 October 2005 31 October 2006 31 December 2007 31 December 2008 31 December 2010 31 December 2011 31 December 2012
Total dividends paid to 31 December 2012 Net asset value as at 31 December 2012
Total net asset value return to 31 December 2012
(pence per share)
1.750 1.150 1.000 1.000 1.000 1.000 1.000 1.000 1.281
10.181 24.203
34.384
Quester VCT 5 (QVCT5) QVCT5 was launched in 2002 and was renamed SPARK VCT 3 plc and merged with SPARK VCT 2 plc (originally QVCT4) in November 2008 with a share exchange ratio of 1.4613 SVCT2 shares for each SVCT3 share. The merged company was then renamed KAY2. KAY2 merged with Kings Arms Yard VCT PLC in September 2011 with a share exchange ratio of 1.2806 KAY shares for each KAY2 share.
31 December 2003 31 December 2004 31 December 2006 31 December 2007 31 December 2010 31 December 2011 31 December 2012
Total dividends paid to 31 December 2012 Net asset value as at 31 December 2012
Total net asset value return to 31 December 2012
(pence per share)
0.500 1.000 1.000 1.000 1.461 1.461 1.871
8.293 35.368
43.661
50 Kings Arms Yard VCT PLC
228266 Perivan Financial Print
Kings Arms Yard VCT PLC
| 4 |
0uncons | GB0007174294_2012_AR_english_01.txt_b1 | GB0007174294_2012_AR_english_01.txt | CT PLC (formerly SPARK VCT plc and originally Quester VCT PLC) in June 2005 with a share exchange ratio of 0.9816 QVCT shares for each QVCT3 share.
28 February 2001 28 February 2002 28 February 2003 28 February 2006 28 February 2007 31 December 2007 31 December 2008 31 December 2010 31 December 2011 31 December 2012
Total dividends paid to 31 December 2012 Net asset value as at 31 December 2012
Total net asset value return to 31 December 2012
(pence per share)
0.750 1.000 0.150 1.227 3.838 4.142 2.758 4.908 0.658 0.982
20.413 18.552
38.965
Quester VCT 4 (QVCT4) QVCT4 was launched in 2000 and was renamed SPARK VCT 2 plc and then Kings Arms Yard VCT 2 PLC (KAY2). KAY2 merged with Kings Arms Yard VCT PLC (KAY) in September 2011 with a share exchange ratio of 1.2806 KAY shares for each KAY2 share.
31 October 2002 31 October 2003 31 October 2005 31 October 2006 31 December 2007 31 December 2008 31 December 2010 31 December 2011 31 December 2012
Total dividends paid to 31 December 2012 Net asset value as at 31 December 2012
Total net asset value return to 31 December 2012
(pence per share)
1.750 1.150 1.000 1.000 1.000 1.000 1.000 1.000 1.281
10.181 24.203
34.384
Quester VCT 5 (QVCT5) QVCT5 was launched in 2002 and was renamed SPARK VCT 3 plc and merged with SPARK VCT 2 plc (orig | 5 |
0uncons | GB00B08S4K30_2008_AR_english_01.txt_0 | GB00B08S4K30_2008_AR_english_01.txt | 2008 Northern Investors Company PLC
Annual Report and Accounts 31 March 2008
Northern Investors Company PLC is an investment trust managed by NVM Private Equity Limited. Launched in 1984 and listed on the London Stock Exchange since 1990, the trust invests mainly in unquoted venture capital holdings and aims to provide high long-term returns to shareholders through a combination of capital growth and dividend yield.
Financial summary
1
Chairman's statement
2
Directors and advisers
4
Business review
6
Investment portfolio
11
Twenty largest venture capital investments
12
Directors' report
17
Directors' remuneration report
22
Corporate governance
24
Directors' responsibility statement
27
Shareholder information
28
Independent auditors' report
30
Income statement
32
Reconciliation of movements in shareholders' funds 32
Balance sheet
33
Cash flow statement
34
Notes to the financial statements
35
Notice of annual general meeting
48
Proxy form
Financial Summary
Year ended 31 March Net assets Net asset value per share Revenue return per share Dividend per share declared in respect of the year Total return for the year: Pence per share As % of opening net asset value Share price at end of year Discount to net asset value
2008 £57.8m 297.3p
8.0p 7.2p
23.8p 8.5%
195.0p 34.4%
2007 £55.0m 279.1p
7.0p 6.7p
29.6p 11.6% 208.5p 25.3%
Net asset value per share
As at 31 March
297.3 279.1 240.2 241.6 255.7
Dividend per share
Year ended 31 March
7.20 6.70
6.00
5.25 4.75
2004 2005 2006 2007 2008 2004 2005 2006 2007 2008
Key dates
Results announced Shares quoted ex dividend Annual general meeting Final dividend paid (to shareholders on register on 13 June 2008)
15 May 2008 11 June 2008 25 June 2008 (12.30pm, Thistle Hotel, Newcastle upon Tyne)
4 July 2008
| 0 |
0uncons | GB00B08S4K30_2008_AR_english_01.txt_1 | GB00B08S4K30_2008_AR_english_01.txt | March Net assets Net asset value per share Revenue return per share Dividend per share declared in respect of the year Total return for the year: Pence per share As % of opening net asset value Share price at end of year Discount to net asset value
2008 £57.8m 297.3p
8.0p 7.2p
23.8p 8.5%
195.0p 34.4%
2007 £55.0m 279.1p
7.0p 6.7p
29.6p 11.6% 208.5p 25.3%
Net asset value per share
As at 31 March
297.3 279.1 240.2 241.6 255.7
Dividend per share
Year ended 31 March
7.20 6.70
6.00
5.25 4.75
2004 2005 2006 2007 2008 2004 2005 2006 2007 2008
Key dates
Results announced Shares quoted ex dividend Annual general meeting Final dividend paid (to shareholders on register on 13 June 2008)
15 May 2008 11 June 2008 25 June 2008 (12.30pm, Thistle Hotel, Newcastle upon Tyne)
4 July 2008
1 Northern Investors Company PLC Annual Report and Accounts 2008
Chairman's Statement
The company has made good progress over the past year.
I am pleased to report that the company has made good progress over the past year despite the challenging conditions prevalent in the financial markets, with a high level of new investment and realisation activity, continuing concentration of the portfolio, further growth in net asset value and an increase in the dividend. The total return for the year as shown in the income statement was 23.8p, equivalent to 8.5% of the net asset value per share at the start of the year.
Net asset value and share price The net asset value (NAV) per share at 31 March 2008 was 297.3p, up by 6.5% from the corresponding figure of 279.1p at 31 March 2007. Over the same period the FTSE All-Share index fell by 10.8%. The increase in NAV has exceeded the index in each of the last two years, following a relatively disappointing period between 2003 and 2006.
The mid-market share price rose by 8.6% over the first half of the year but fell back during the second half to end at 195p, a net fall of | 1 |
0uncons | GB00B08S4K30_2008_AR_english_01.txt_2 | GB00B08S4K30_2008_AR_english_01.txt |
1 Northern Investors Company PLC Annual Report and Accounts 2008
Chairman's Statement
The company has made good progress over the past year.
I am pleased to report that the company has made good progress over the past year despite the challenging conditions prevalent in the financial markets, with a high level of new investment and realisation activity, continuing concentration of the portfolio, further growth in net asset value and an increase in the dividend. The total return for the year as shown in the income statement was 23.8p, equivalent to 8.5% of the net asset value per share at the start of the year.
Net asset value and share price The net asset value (NAV) per share at 31 March 2008 was 297.3p, up by 6.5% from the corresponding figure of 279.1p at 31 March 2007. Over the same period the FTSE All-Share index fell by 10.8%. The increase in NAV has exceeded the index in each of the last two years, following a relatively disappointing period between 2003 and 2006.
The mid-market share price rose by 8.6% over the first half of the year but fell back during the second half to end at 195p, a net fall of 6.5% over the year. This price equates to a 34.4% discount to NAV, the highest level of discount since the company's flotation in 1990. Widening discounts have
been a feature of the private equity investment trust sector in recent months, with the majority of our peer group now trading at discounts of over 20%. Nevertheless the directors believe that trusts such as Northern Investors represent an attractive and flexible way for investors to obtain an exposure to the private equity market, and we are seeking to improve the company's communication of this message to potential shareholders. In the meantime it is likely that we will continue to use the directors' share buy-back powers.
Revenue statement and dividend
The revenue return before tax rose from £1.67 million to £2.14 million, a 28% increase of which approximately one third was attributable to an exceptional VAT credit which is referred to below. The revenue return per share increased by 14.3%, from 7.0p to 8.0p. The directors are pleased to be able to recommend an increased final dividend of 5.0p per share, taking the total for the year to 7.2p a 7.5% increase. The annual dividend has increased by 69% | 2 |
0uncons | GB00B08S4K30_2008_AR_english_01.txt_3 | GB00B08S4K30_2008_AR_english_01.txt | 6.5% over the year. This price equates to a 34.4% discount to NAV, the highest level of discount since the company's flotation in 1990. Widening discounts have
been a feature of the private equity investment trust sector in recent months, with the majority of our peer group now trading at discounts of over 20%. Nevertheless the directors believe that trusts such as Northern Investors represent an attractive and flexible way for investors to obtain an exposure to the private equity market, and we are seeking to improve the company's communication of this message to potential shareholders. In the meantime it is likely that we will continue to use the directors' share buy-back powers.
Revenue statement and dividend
The revenue return before tax rose from £1.67 million to £2.14 million, a 28% increase of which approximately one third was attributable to an exceptional VAT credit which is referred to below. The revenue return per share increased by 14.3%, from 7.0p to 8.0p. The directors are pleased to be able to recommend an increased final dividend of 5.0p per share, taking the total for the year to 7.2p a 7.5% increase. The annual dividend has increased by 69% over the past five years. The proposed final dividend will be paid on 4 July 2008 to shareholders on the register on 13 June 2008.
2 Northern Investors Company PLC Annual Report and Accounts 2008
Peter Haigh Chairman
Investment portfolio
The Business Review on pages 6 to 10 gives detailed information about developments in the investment portfolio during the year. There was a high level of activity both in terms of new investments (£13.3 million, an all-time high) and exits from existing holdings (total proceeds of £11.4 million, equalling the previous record). The portfolio has generally made good progress although inevitably there have been some individual instances of below-par performance. Since the year end there have been further realisations (one full and one partial) and several other companies are currently the subject of sale negotiations.
Two years ago we set our managers an objective of reducing the number of portfolio holdings and increasing the average size of new investments, so as to reach a position where the 20 largest venture capital holdings represented a significantly larger proportion of the company's assets. It is pleasing to note that since then the total number of investments has reduced from 62 to 39 and the average value per holding has doubled from £678,000 to £1. | 3 |
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