RNS Number : 9766U
Acuity VCT PLC
21 May 2008
Acuity VCT Plc ("the Company" or "the Fund")
Unaudited Half Yearly Results for the six months ended 31 March 2008
Financial Highlights
Ordinary Shares Six months ended 31 March 2008 2007
Net Assets £12.6m £20.3m
Net Asset Value per ordinary share 64.4p 100.1p
Cumulative value of ordinary shares since Launch
Dividends paid per ordinary share 12.2p 10.6p
Net Asset Value plus dividends paid per ordinary share 76.6p 110.7p
C Shares Six months ended 31 March 2008 2007
Net Assets £8.4m £3.0m
Net Asset Value per C share 92.4p 94.0p
Net Asset Value plus dividends paid per C share 92.4p -
A copy of the Chairman's Statement, Investment Manager's Report and Half Yearly results are attached.
These unaudited Half Yearly results for the six months ended 31 March 2008 do not constitute the statutory financial statements of the
Company for the six months ended 31 March 2008 within the meaning of Section 240 of the Companies Act 1985.
The figures and financial information in respect of the year ended 30 September 2007 have been delivered to the Registrar of Companies
and included the Auditors' Report which was unqualified and did not contain a statement under either Section 237(2) or Section 237(3) of the
Companies Act 1985.
Copies of the Half Yearly Accounts to 31 March 2008 will be sent to shareholders shortly and will thereafter be available from the
Company's Registered Office.
For further information:
Nick Ross, Acuity VCT Plc: 0207 306 3901
Chairman's Statement
Results - Ordinary Shares
The past six months have been a difficult period for the Fund, with stockmarkets falling and economic prospects darkening. As at 31
March 2008, the Net Asset Value of your Fund was 64.4p per ordinary share. Including dividends already paid, this represents an adjusted
NAV of 76.6p per share. In the six months under review, the NAV fell by 15.6%, compared with a decline of 12% in the AIM index and 18% in
the Fledgling index (the latter is more representative of UK small companies, as the AIM index also contains international companies).
The Fund has a 60% exposure to quoted investments, which has inevitably hit the NAV. In addition, most unquoted investments are valued
by reference to quoted comparisons, so a decline in market PE ratios has a knock-on effect on unquoted companies.
In the six months under review, a total of £1m was invested in qualifying companies. These included unquoted investments in the Fin
Machine Company, a specialist engineering company; Brand Acquisitions, a wholesaler of men's fashion clothes; and Red Reef Media, a
specialist publishing company. The main disposal in the period was Gyro International, a brand advertising agency, which was sold for 3.1
times the price the Fund paid, producing an internal rate of return of 46% per annum.
The qualifying portfolio at 31 March 2008 comprised 18 investments, 10 of which are in unquoted companies and have good long term
potential. The key to creating value in several of these investments is not just organic growth but also bolt-on acquisitions - a "buy and
build" approach that can benefit from cost savings and greater scale.
C Shares
As at 31 March 2008 the NAV per C share was 92.4p, unchanged over the period. Good progress has been made in investing the monies, with
over 70% of the Fund committed to qualifying investments. Most of the portfolio is in unquoted investments, with only 7% invested in AIM
companies.
In total, a further £2.7m was committed to qualifying investments in the period. These included investments in the Fin Machine
Company, Brand Acquisitions and Red Reef Media. The C Share Fund is well ahead of target to meet the key VCT qualifying test, which is to
have 70% of its net assets invested in qualifying companies by 30 September 2009.
Share Buyback Policy
The Company operates a share buyback facility for its shareholders due to limited liquidity in the secondary market. The Board has
undertaken an evaluation of this buyback policy taking into account the long term investment objectives of the Fund and the interests of all
shareholders. The Board is of the opinion that it is important to maintain this facility, but acknowledges that it can benefit those
shareholders electing to sell at the expense of the long term shareholders in the Fund. Therefore, in order to balance the needs of all
shareholders, the Board is increasing the discount to the last published Net Asset Value at which the Company buys back shares for
cancellation from 10% to 15%. Shareholders should note that if they wish to sell their shares back to the Company for cancellation they
should seek independent advice and use a stockbroker, authorised and regulated by the FSA, who will contract with a marketmaker on their
behalf. Further details on how to sell your shares can be found on the Investment Manager's website.
Acuity Capital LLP
In February 2008, Acuity Capital LLP, a limited liability partnership established by the current investment management team, acquired
the Company's Investment Manager, Electra Quoted Management. On acquisition, Electra Quoted Management changed its name to Acuity Capital
Management. The investment team are now the majority owners of the management company, which should enhance their continuity and commitment
and make it easier to recruit other experienced managers. Electra Partners Group has a minority stake in Acuity Capital LLP and still
provides support services. Following this change, a resolution was passed by shareholders at the Company's AGM in February 2008 to change
the name of your Company to Acuity VCT.
Change of Auditors
As we were not able to arrive at a mutually agreeable fee for the audit for the year ending 30 September 2008, PricewaterhouseCoopers
LLP have resigned as auditors. The Board has duly appointed KPMG LLP as auditors to the Company.
Outlook
We hope for a recovery in the ordinary shares once the AIM market stabilises and some of the unquoted investments start to deliver on
their early promise. In the C share pool, the current portfolio seems on track to deliver good longer term returns to investors. As the
Fund is not yet fully invested, it will take advantage of better priced opportunities.
Rupert Pennant-Rea, Chairman
20 May 2008
Investment Strategy
Investment Objective
The Company's objective is to achieve long term capital gains and tax free dividends to its shareholders. This will be achieved by
investing the majority of the Company's Funds in a portfolio of qualifying investments. Venture Capital Trusts allow investors significant
tax benefits provided that the Fund complies with the VCT investment rules. These rules are designed to encourage venture capital investment
in smaller companies.
Investment Strategy
The strategy is to invest in a portfolio of qualifying unquoted and AIM listed companies which are well diversified by sector focus. As
these investments mature the Investment Manager will seek to sell them at a capital profit and distribute the uplift as a dividend. The
original capital will be reinvested into new qualifying companies. This strategy should ensure long term capital growth and a regular flow
of dividends to shareholders.
The Fund will co-invest alongside the other Acuity VCTs, which will enable shareholders to participate in larger unquoted transactions,
which tend to have a lower risk profile than smaller venture capital investments. The majority of unquoted investments are structured in
such a way as to give the Fund downside protection with significant voting rights.
The Fund will also invest up to 25% of its assets in a combination of two managed funds: Electra Private Equity and Electra Active
Management. These funds enable further portfolio diversification.
Qualifying Investments
Qualifying companies tend to be small companies that have higher risk profiles than larger well established companies. The Investment
Manager seeks to reduce the risk of investing in these by selecting companies that are well managed and have a proven and sustainable
business plan. Investments are also selected on the basis of their potential to deliver long term capital growth. This often entails
building companies through organic growth and bolt on acquisitions. The holding period for investment is typically five years after which
time it would be hoped to achieve a profitable exit.
Investment Manager's Review
Performance
In the period the Net Asset Value per ordinary share declined by 15.6% and the C share pool remained unchanged. The ordinary share
portfolio has significant exposure to quoted companies and funds and, therefore, was immediately impacted by the declining stockmarket. In
addition, due to the decline in the price/earnings ratio for the overall market, there has been a knock-on impact on the unquoted portfolio
as companies are valued by way of comparison to quoted valuation multiples. The AIM market has not only fallen in the period but has also
seen a significant decline in the number of new issues and a marked deterioration in trading volumes. It will take some time for confidence
to be restored therefore we remain cautious in committing further funds to AIM investments.
The ordinary share portfolio saw uplifts in Advanced Medical Solutions (AMS) and Sanastro. AMS specialises in advanced wound care
products that are sold to the NHS and over the counter. In addition, it has patented a surgical glue which is used as an alternative to
sutures. Since the Fund's original investment the company has made significant progress and is well positioned to continue to grow strongly.
Sanastro, a business to business publisher, has increased in value in response to management changes which promise improved future
performance.
The main fallers in the period were Keycom, Defaqto and Ma Hubbards. Keycom, a provider of broadband services to students, raised £1.6m
from third party investors but also undertook a capital reorganisation that involved a write-down in the carrying value. Defaqto, in spite
of identifying strong growth opportunities in the IFA market, was lowered in value in line with comparative market valuations. Ma Hubbards,
a freehold pub company, reported difficult trading conditions and was marked down accordingly.
Investment Activity
There were three new unquoted investments added to both portfolios in the period. The first of these was the Fin Machine Company, a
specialist manufacturer of machines for the assembly of fan cooling systems within the automotive industry. The company has a strong
competitive position within its market. Recent legislation introduced into the US, governing the environmental efficiency of air
conditioning and refrigeration units has presented the company with significant growth opportunities. If these new markets adopt the same
cooling technology used in the automotive industry it will lead to significant energy and cost savings. The Fin Machine Company is
therefore well positioned to apply its technology to a significantly larger market. In total the three Acuity VCTs invested £5.5 million in
the transaction.
Brand Acquisitions was established to acquire the Peter Werth clothing brand which specialises in men's knitwear and casual wear aimed
at the 18 to 35 age group. The strategy of the company is to expand Peter Werth into a lifestyle brand covering wholesale, concession and
retail sales. This strategy will be complemented by adding further brands that exploit the company's existing design, sourcing, sales and
distribution infrastructure. We are backing a buy in team with considerable retail experience, particularly in brand development and
acquisitions. The three Acuity VCTs committed funding of £4.5m to facilitate the acquisition.
Red Reef Media was set up to acquire TNT Magazine Group, a business aimed at the growing Antipodean and South African community in the
UK. The TNT magazine is one of the pioneers in free distribution with its 700 unique distribution points. Known as the 'bible' for
Antipodeans, it reports news and sport as well as providing information on travel, jobs and accommodation. The strategy going forward is to
offer a complete marketing solution for its targeted advertisers by fully developing the TNT brand across digital platforms. The three
Acuity VCTs committed £3.4m of equity capital to support the growth development plans of the company.
During the period we completed the disposal of Gyro, a digital advertising agency, at a gain of 3.1 times our original investment. The
company was sold to a US venture capital fund which is seeking to use the company as a platform for a transatlantic consolidation.
Deal Flow
It has been a good period for deal flow and we have continued to see a number of interesting investment opportunities. As yet we have
seen no evidence that the decline in the equity markets has materially impacted the volume and quality of our deal flow. The much talked
about credit crunch has had a negative impact on the large MBO transactions leading to a significant fall in transaction activity. However,
this has yet to filter down fully to the smaller MBO sector partly because the leverage multiples are more conservative and also because the
banks are less reliant on syndicating small business lending to the commercial markets. Overall, the weakening economic environment provides
good buying opportunities as we expect vendors' pricing expectations to lower in response to the prevailing economic climate.
Unaudited Portfolio Summary
Cost at31March 2008 Valuation at31 *Performance in % of Portfolioby
March 2008 period ended31 March Value
2008
Ordinary shares £*000 £*000 £*000 %
Qualifying Investments:
Advanced Medical Solutions 487 1,748 229 14.95
Defaqto (Find Portal) 1,100 1,205 (328) 10.31
Amber Taverns 750 774 24 6.62
Hill Station 1,456 693 (291) 5.92
Music Copyright Solutions 483 682 (114) 5.83
Media Square 1,122 444 (80) 3.80
Sanastro 1,000 428 77 3.66
Ma Hubbards 750 367 (383) 3.14
Hallmarq 1,300 354 (200) 3.02
Brady 750 352 19 3.01
Red Reef Media 235 235 - 2.01
Quadnetics 400 226 (294) 1.94
First Dental 750 219 (30) 1.87
The Fin Machine Company 200 200 - 1.71
Brands Acquisitions 200 200 - 1.71
Keycom 1,705 177 (401) 1.52
Immedia 275 21 (10) 0.18
Happy Times 1,149 - (70) -
Centurion Electronics 765 - (104) -
14,877 8,325 (1,956) 71.20
Non-Qualifying Investments
Electra Private Equity Plc 1,377 3,243 (192) 27.73
Media Square 456 125 (23) 1.07
Centurion Electronics 433 - (1) -
2,266 3,368 (216) 28.80
Total 17,143 11,693 (2,172) 100.00
*This reflects unrealised gains/(losses) in investments for the period 1 October 2008 to 31 March 2008
Cost at31 March Valuation at31 *Performance in % of Portfolioby
2008 March 2008 period ended31 March Value
2008
C shares £*000 £*000 £*000 %
Qualifying Investments:
Target Entertainment Group 1,000 1,000 - 16.63
The Fin Machine Company 1,000 1,000 - 16.63
Brand Acquisitions 1,000 1,000 - 16.63
Acrobat Group 700 700 - 11.64
Red Reef Media 588 588 - 9.78
Hallmarq 300 300 - 4.99
MountEngineering 250 264 29 4.39
Emote Games 236 236 - 3.92
Sport Media Group 250 134 (104) 2.21
5,324 5,222 (75) 86.82
Non-Qualifying Investments:
Electra Private Equity Plc 820 793 (47) 13.18
820 793 (47) 13.18
Total 6,144 6,015 (122) 100.00
*This reflects unrealised gains/(losses) in investments for the period 1 October 2008 to 31 March 2008
Co-investment Arrangements with other Acuity VCTs
The Directors welcome the fact that the Investment Manager has four VCT funds, Acuity VCT Plc Ordinary Share pool, Acuity VCT Plc C
Share pool (formerly Electra Kingsway VCT Plc Ordinary Share pool and Electra Kingsway VCT Plc C Share pool), Acuity VCT 2 Plc (formerly
Electra Kingsway VCT 2 Plc) and Acuity VCT 3 Plc (formerly Electra Kingsway VCT 3 Plc) (together "the Acuity VCTs") it can use for
co-investment. This allows each fund to spread its investment risk and gain access to larger investments than it could do on its own. Where
a co-investment opportunity arises between one or more of the Company's two share pools and either or both of the other two funds, the
Company will invest in an agreed and consistent proportion, on the same terms and in the same securities as the funds with which it
co-invests. Costs associated with any such investment will be borne by each fund pro-rata to its investment.
In more detail, the Board has adopted a set of guidelines on its co-investment arrangements with the Acuity VCTs and the Investment
Manager as follows:-
Other than as set out below, investments will be allocated between the two share pools within the Company and also the other Acuity VCTs
by reference to the size of each fund and to each fund's available cash resources.
Where an opportunity arises for a second or subsequent round of investment in a company in which one of the Acuity VCTs has invested at
an earlier stage, the fund holding the existing investment will have a preferential right to take up any pro-rata entitlement it may have in
the new financing round. The amount it invests on this basis will not be taken into account in determining its co-investment share
thereafter.
The Company, either through the Ordinary Share pool or the C Share pool will make an investment in which one or more of the Acuity VCTs
have existing investments only when the Board considers that to be in the best interests of the relevant Share pool of the Company.
Any potential conflict of interest in a proposed investment by one or more of the Acuity VCTs will be referred by the Investment Manager
to the Board of the Company and the other relevant Boards.
In the event of a possible conflict of interest between the Investment Manager and the Company, the matter will be decided by those
Directors who are independent of the Investment Manager.
The Board of the Company acknowledges that the Investment Manager may occasionally recommend an allocation of investments on a different
basis from the one described above. For example, an exception may be made to ensure that one or more of the Company's Share pools, Acuity
VCT 2 Plc or Acuity VCT 3 Plc maintain their status as a HMRC approved VCT, or in the interests of balancing their portfolios. A different
basis may also be necessary to meet the requirements of potential investee companies. In these cases the Directors use their judgement.
Business Review and Responsibility Statement
Current and Future Development
A review of the main features of the six months to 31 March 2008 is contained in the Chairman's Statement and the Investment Manager's
Review.
The Board regularly reviews the development and strategic direction of the Company. The Board's main focus continues to be on the
Company's long-term investment return. Attention is paid to the integrity and success of the investment approach and on factors which may
have an impact on this approach. Due regard is given to the marketing and promotion of the Company, including effective communication with
shareholders and other external parties.
A detailed review of performance during the six months to 31 March 2008 is contained in the Investment Manager's Review.
Risk Management
As the Company's investments are focused on unquoted companies and AIM quoted companies, which by their nature entail a higher level of
risk and lower liquidity than investments in large quoted companies, the Investment Manager aims to limit the risk attaching to the
portfolio as a whole by careful selection and timely redistribution of investments in accordance with the Company's investment policy, and
by monitoring the spread of holdings in terms of financing stage and industry sector. The Board reviews the investment portfolio with the
Investment Manager on a regular basis.
The principal risks faced by the Company are Credit Risk, Market Price Risk, Interest Rate Risk and Currency Risk as further detailed in
Note 20 of the Notes to the Accounts in the Company's Annual Report and Accounts to 30 September 2007. This Business Review also refers,
where appropriate, to specific risks and uncertainties and these should be viewed in conjunction with the principal risks.
Responsibility Statement of the Directors in respect of the Half Yearly Financial Report
We confirm to the best of our knowledge:
The condensed set of financial statements has been prepared in accordance with the Statement Half Yearly Financial Reports issued by the
UK Accounting Standards Board;
The half yearly report includes a fair review of the information required by:
a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first
six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and
uncertainties for the remaining six months of the year; and
b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six
months of the current financial year and that have materially affected the financial position or performance of the entity during that
period; and any changes in the related party transactions described in the last annual report that could do so.
By order of the Board of Directors
Rupert Pennant-Rea
Chairman
20 May 2008
Unaudited Profit and Loss Account
Notes For the six months For the six months For the yearended30
ended31 March ended31 March September
2008(unaudited) 2007(unaudited) 2007(audited)
£*000 £*000 £*000
Realised (losses)/gains on (262) 49 193
investments
Unrealised (losses) on (2,294) (4) (3,869)
revaluation of investments
Investment income 2 81 262 491
(2,475) 307 (3,185)
Investment management fees (335) (262) (419)
Other expenses (96) (496) (646)
(431) (758) (1,065)
Loss on ordinary activities (2,906) (451) (4,250)
before interest and taxation
Finance cost - - (29)
Loss on Ordinary Activities (2,906) (451) (4,279)
before Taxation
Tax on ordinary activities - - -
Dividend Received 4 - -
Loss for the financial year (2,902) (451) (4,279)
Basic and diluted earnings per 3 (1.40)p (2.10)p (20.79)p
Ordinary share
Basic and diluted earnings per 3 (0.02)p (0.61)p (0.50)p
C share
The total column of this statement represents the Company's Profit and Loss prepared in accordance with UK GAAP. A Statement of Total
Recognised Gains and Losses is not required as all gains and losses of the Company have been reflected in the above statement.
The notes at the end of this announcement form part of these financial statements. Unaudited Balance Sheet
Notes As at 31 March 2008(unaudited) As at 31 March 2007(unaudited) As at September
2007(audited)
£*000 £*000 £*000 £*000 £*000
£*000
Fixed Assets
Investments held at fair value 4 17,708 20,669
18,497
Current Assets
Debtors 567 461 769
Other investments 1,271 1 4,051
Cash at bank 1,706 5,034 1,194
3,544 5,496
6,014
Current Liabilities
Creditors: amounts falling due (134) (2,866)
(151)
within one year
Net Current Assets 3,410 2,630
5,863
Total Assets less Current 21,118 23,299
24,360
Assets
Creditors: amounts falling due (8,433) (313) - -
(8,433) (313)
after one yearAmount
attributable to C
sharesDeferred share issue
expenses payable on ordinary
and C share
8,746 -
8,746
Net Assets 12,372 23,299
15,614
Capital and Reserves
Called-up share capital 195 235
199
Share premium account 13,240 16,958
13,580
Capital redemption reserve 27 17
22
Special reserve 5,070 5,473
5,070
Revenue reserve (6,160) 616
(3,257)
Total Equity Shareholders* 12,372 23,299
15,614
Funds
Net Asset Value per Ordinary 64.40p 92.40p 100.09p 94.02p
78.70p 92.30p
ShareNet Asset Value per C
Share
As at 31 March 2008 As at 31 March 2007 As at 30
September 2007
Number of Ordinary Shares in issue at end of the 19,402,384 9,093,156 20,330,554 3,137,864
19,879,331 9,093,156
periodNumber of C Shares in issue at end of period
Unaudited Cash Flow Statement
For the six months ended31 March For the six months ended31 March For the
year ended30 September
2008(unaudited) 2007(unaudited)
2007(audited)
£*000 £*000 £*000 £*000
£*000 £*000
Operating Activities
Investment income received 163 88
158
Bank interest received 3 13
48
Investment management fees (155) (213)
(566)
paid
Other cash payments (191) (168)
(273)
Net Cash Outflow from (180) (280)
(633)
Operating Activities
Capital Expenditure and
Financial Investment
Sales of investments 1,821 1,400
2,582
Purchase of investments (3,587) (1,807)
(4,539)
Net Cash (Outflow)/Inflow from (1,766) (407)
(1,957)
Capital Expenditure and
Financial Investment
Equity Dividends 4 -
(305)
Received/(Paid)
Cash (Outflow)/Inflow before
Financing
and Management of Liquid (1,942) (687)
(2,895)
Resources
Management of Liquid Resources
Sales/(Purchases) of current 2,780 350
(3,700)
asset investments
Net Cash Inflow/(Outflow) from
Management
of Liquid Resources 2,780 350
(3,700)
Financing
Repurchase of ordinary shares (325) (422)
(880)
Issue of C shares - 3,138
9,093
Expenses of the issue of C - (173)
(553)
shares
Cash held pending issue of C - 2,699
-
shares
Net Cash Inflow/(Outflow) from (325) 5,242
7,660
Financing
Increase in Cash for the 513 4,905
1,065
Period
Unaudited Reconciliation of Movements in Total Shareholders' Funds
For the six months For the six months For the year
ended31 March ended31 March ended30 September
2008(unaudited) 2007(unaudited) 2007(audited)
£*000 £*000 £*000
Total return on ordinary (2,906) (451) -
activities after taxation
Loss for the period - - (4,279)
Dividend paid 4 - (305)
Shares issued - 3,138 -
Deferred share issue expense - (173) (183)
Repurchase of ordinary shares (340) (483) (887)
Movements in Total (3,242) 2,031 (5,654)
Shareholders* Funds
Total Shareholders* Funds as 15,614 21,268 21,268
at 1 October
Total Shareholders* Funds at 12,372 23,299 15,614
end of period
Notes
1. Accounting Policies
The principal accounting policies remain unchanged from the year ended 30 September 2007, apart from a presentational change to the
reserves, whereby changes in fair value of investments which are readily convertible to cash, without accepting adverse terms, are treated
as realised. Where presentational guidance set out in the Statement of Recommendation Practice (SORP) "Financial Statements of Investment
Trust Companies", revised in December 2005, is consistent with the requirements of UKGAAP, the Directors have sought to prepare the
financial statements on a consistent basis compliant with the recommendations of the SORP.
2. Income
For the six months For the six months For the year
ended31 March ended31 March ended30 September
2008(unaudited) 2007(unaudited) 2007(audited)
£*000 £*000 £*000
Franked investment income 108 108 136
Income from liquidity funds 76 - 90
Unfranked investment income (109) 144 224
Interest from bank deposits 6 10 41
81 262 491
3. Return per Share
Ordinary Shares
Basic and diluted earnings per ordinary share is based on the net loss from ordinary activities after taxation, attributable to the
ordinary shareholders, of £2,749,000 (31.03.07: £436,000; 30.09.07: £4,238,000) and on 19,755,821 (31.03.07: 20,771,847; 30.09.07:
20,486,843) ordinary shares, being the weighted average number of ordinary shares in issue during the period.
C Shares
Basic and diluted earnings per C Share is based on the net loss from ordinary activities after taxation, attributable to the C
shareholders, of £153,000 (31.03.07: £15,000; 30.09.07: £41,000) and on 9,093,156 (31.03.07: 2,446,157; 30.09.07: 7,905,830) C Shares,
being the weighted average number of C Shares in issue during the period.
There is no difference between the basic and diluted return per ordinary share and per C share because the Company has no potentially
dilutive shares in issue.
4. Share Buybacks
For the Half Year ended 31 March 2008 the Company bought back 476,947 shares in accordance with its stated buyback policy. The shares
were bought back at an average price of 71 pence.
5. Dividends
Return of overpayment of dividend, due to share register not reflecting late purchase of own shares, £4,000.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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