Interim Management Statement
17 Février 2012 - 11:21AM
UK Regulatory
TIDMFAME
Framlington AIM VCT PLC
First interim management statement for the year ending 30 September 2012
To the members of Framlington AIM VCT PLC
This is the Company's first interim management statement for the year ending 30
September 2012 and covers the period to 31 December 2011. This statement has
been produced to comply with the requirements of the Disclosure and
Transparency Rules issued by the UKLA and should not be relied upon by any
other party or for any other purpose.
Change of Manager, change of investment policy and continuation vote
As announced on 31 January 2012 and explained in more detail in the Report and
Accounts for the year ended 30 September 2011, the Board has, given the
disappointing performance of the AIM market, been considering for some time a
new strategic direction for the Company. Experience over the last few years has
shown that AIM is not necessarily the best place for VCT funds with VCTs
specialising in unquoted investments in general having offered better returns.
The Board has, therefore, decided to change the manager of the Company to a
manager that specialises in managing both AIM and unquoted investments and has
decided to appoint Downing LLP as the new Manager of the Company. The
appointment of Downing LLP is currently expected to be effective from 1 March
2012. Downing has agreed to manage the Company for a lower annual fee of 1.8%,
and to institute a lower overall cost cap of 3%, which is one of the lowest in
the VCT industry. Following this appointment, the name of the Company will be
changed to Downing Income VCT 4 PLC.
Downing will, over time, transfer around half of the qualifying investments
into unquoted companies which have the ability to generate attractive returns.
It will in the process manage a careful selling programme of a number of the
Company's AIM stocks and will focus upon the AIM stocks where it believes there
is the most opportunity for upside. This change of strategy will reduce the
Company's exposure to the AIM market, which has been volatile, and broaden the
investments in the portfolio to include private equity backed businesses. A
resolution to amend the Company's investment policy to reflect this change of
strategy will be put to shareholders at the forthcoming Annual General Meeting
which will be held on 13 March 2012.
The Company's Articles of Association require the Board to propose an ordinary
resolution at the AGM to be held in 2012 to the effect that the Company shall
continue in being as a venture capital trust. Accordingly, a resolution to this
effect is included in the notice of AGM which is included in the Report and
Accounts for the year ended 30 September 2011.
Investment objective
The Company's current investment objective is to achieve long term capital
growth primarily through investment in a diversified portfolio of qualifying
companies quoted on AIM. It is expected that realised capital gains, along with
income, will be returned to shareholders, at the discretion of the Directors,
through the payment of dividends. The Investment Manager may also invest the
assets of the Company in companies traded on the PLUS Market trading facility
and in unquoted stocks, although this is not currently expected to be
significant.
The majority of the Company's investments will be in newly issued shares, as it
is a VCT requirement that 70% of the funds raised pursuant to the offer be
invested in new issues of shares that qualify as qualifying holdings within
three years of the share issue. The Company had to achieve this requirement by
30 September 2007 and now has to comply on an on-going basis.
Qualifying holdings are defined as holdings of shares or securities in unquoted
(including AIM and PLUS Market companies) whose purpose is to carry on a
qualifying trade wholly or mainly in the UK. Sectors that are excluded include
property, financial services and commodities. Companies must not be controlled
by the VCT or any other company. At the end of three years, up to 30% of a
VCT's assets can be invested in non-qualifying investments such as bank
deposits, gilts and fixed interest stock. At least 30% of the VCT's qualifying
holdings must be ordinary shares with no preferential rights. The remainder can
be in loans of at least five years' duration, or preference shares.
The size of companies in which the Company may invest is limited by the VCT
rules. Qualifying holdings, as defined above, must have gross assets of GBP15
million or less immediately prior to investment and GBP16 million or less
immediately after investment. Although the companies in which the Company
invests are small, the risk that this entails is mitigated by the
diversification of holdings which results from the requirement to invest 70% of
funds raised in qualifying holdings.
The maximum exposure to any one stock or group, other than another VCT, is 15%
of the Company's investments.
The Company's borrowings must be restricted to an amount which is less than 10%
of the Company's issued share capital and reserves.
As noted above, a resolution to amend the Company's investment policy will be
put to shareholders at the forthcoming AGM. The first paragraph of the current
investment policy, as set out above, will be amended to read as follows, the
remaining paragraphs being unchanged:
"The Company's investment objective is to achieve long term capital growth
primarily through investment in a diversified portfolio of qualifying
companies. It is expected that realised capital gains, along with income, will
be returned to shareholders, at the discretion of the Directors, through the
payment of dividends. The Investment Manager may invest the assets of the
Company in companies that are either quoted on AIM or traded on the PLUS Market
trading facility or in unquoted stocks."
Capital structure
The Company has one class of share capital: ordinary shares of 10 pence each.
The Company's issued share capital at the date of this announcement is
21,405,778 ordinary shares of 10 pence each.
Material events and transactions
During the period to 31 December 2011, a further GBP253,000 was invested in
qualifying holdings, adding to existing holdings in a number of AIM quoted
qualifying companies which were raising additional capital to fund acquisitions
or for working capital purposes. These included Byotrol, Cyan, Hightex,
Photonstar LED, Porta Communications and Wheelsure. GBP242,000 was raised through
the disposal of investments, mainly as a result of profit taking in Angle,
Craneware and Brooks McDonald, which are the Company's largest holdings.
A final capital dividend for the year ended 30 September 2011, totalling 2.50
pence per share, will be paid on 20 March 2012 to shareholders on the register
on 24 February 2012, following approval by shareholders at the annual general
meeting on 13 March 2012.
NAV and total assets at 31 December 2011
31 December 2011 30 September 2011 (Decrease)
/ increase
%
Net asset value per share 38.81 pence 41.82 pence (7.2)
(investments at bid value,
including current year
revenue)
Net asset value per share 67.31 pence 70.32 pence (4.3)
including cumulative dividends
paid to date
Net assets GBP8.3 million GBP9.0 million (7.8)
Share price (mid market) 29.50 pence 29.00 pence 1.7
At 31 December 2011, 93 % of the portfolio was invested in qualifying holdings.
The net asset value at 10 February 2012 was 38.25p pence per share.
Ten largest holdings at 31 December 2011
Value at % of net
31.12.11 assets
31.12.11
GBP000s
Craneware 711 8.6
Brooks MacDonald 666 8.0
Angle 498 6.0
Noble Investments 330 4.0
Digital Barriers 326 3.9
Instem Life Science 294 3.5
Anpario 286 3.4
AFC Energy 257 3.1
Vertu Motors 233 2.8
EKF Diagnostics 220 2.7
Company information
Year end: 30 September
Results: interim results to 31 March 2012 announced May 2012
final results to 30 September 2012 announced December 2012
Dividend: Final dividend for the year ended 30 September 2011 payable 20 March
2012
By order of the Board
AXA Investment Managers UK Limited
Company Secretary to Framlington AIM VCT PLC
17 February 2012
Further information on the Company, including the annual report and accounts
for the year ended 30 September 2011 and the interim report and accounts for
the six months ended 31 March 2011, is available from the Manager's website
www.axa-im.com
Neither the contents of the Manager's website nor the contents of any website
accessible from hyperlinks on the Manager's website (or any other website) is
incorporated into, or forms part of, this announcement.
END
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