TIDMTP10
RNS Number : 1482H
TP10 VCT Plc
14 May 2014
TP10 VCT plc
Final Results
TP10 VCT plc managed by Triple Point Investment Management LLP
today announces the final results for the year ended 28 February
2014.
These results were approved by the Board of Directors on 14 May
2014.
You may view the Annual Report on the Triple Point website
www.triplepoint.co.uk at
http://www.triplepoint.co.uk/investment-products/venture-capital-trust/tp10/.
About TP10 VCT plc
TP10 VCT plc ("the Company") is a Venture Capital Trust ("VCT").
The investment manager is Triple Point Investment Management LLP.
The Company was incorporated in August 2009 and raised GBP28.6
million (net of expenses) through an offer for subscription.
Details of the Fund's progress are discussed in the Strategic
Report forming part of the extract from the Financial Statements
which follows.
Venture Capital Trusts (VCTs)
VCTs were introduced in the Finance Act 1995 to provide a means
for private individuals to invest in unlisted companies in the UK.
Subsequent Finance Acts have introduced changes to VCT legislation.
The tax benefits currently available to eligible new investors in
VCTs include:
-- upfront income tax relief of 30%
-- exemption from income tax on dividends paid; and
-- exemption from capital gains tax on disposals of shares in VCTs
The Company has been provisionally approved as a VCT by HM
Revenue & Customs. In order to maintain its approval, the
Company must comply with certain requirements on a continuing
basis. Above all, the Company is required at all times to hold 70%
of its investments (as defined in the legislation) in VCT
qualifying holdings, of which at least 30% must comprise eligible
ordinary shares.
Financial Summary
Year ended Year ended
28 February
28 February 2014 2013
GBP'000 GBP'000
Net assets 26,227 26,965
Profit before tax 811 391
----------- ------------
Movement in net asset value
per share (p)
Opening net asset value per
share 89.35p 91.37p
Dividends per share paid during
the year (5.00p) (3.31p)
Earnings per share 2.70p 1.29p
Closing net asset value per
share 87.05p 89.35p
----------- ------------
Cumulative return to shareholders
(p)
Net asset value per share 87.05p 89.35p
Total dividends paid 8.31p 3.31p
Net asset value plus dividends
paid 95.36p 92.66p
----------- ------------
For a GBP1 investment per share, investors, with a sufficient
income tax liability in the relevant year have already received a
30p tax credit which, taken together with the cumulative dividend
of 8.31p and the current NAV of 87.05p, totals 125.36p.
TP10 VCT plc ("the Company") is a Venture Capital Trust ("VCT").
The Investment Manager is Triple Point Investment Management LLP
("TPIM"). The Company was launched in November 2009 and raised
GBP28.6 million (net of expenses) through an offer for subscription
which closed on 31 May 2010.
The Strategic Report on pages 2 to 15, the Directors' Report on
pages 16 to 25 and the Directors' Remuneration Report on pages 26
to 28 have each been drawn up in accordance with the requirements
of English law and liability in respect thereof is also governed by
English law. In particular, the responsibility of the Directors for
these reports is owed solely to TP10 VCT plc.
The Directors submit to the members their Annual Report and
Financial Statements for the Company for the year ended 28 February
2014.
Strategic Report
The Strategic Report, on pages 2 to 15, has been prepared in
accordance with the requirements of section 414c of the Companies
Act 2006. Its purpose is to inform the members of the Company and
help them to assess how the Directors have performed their duty to
promote the success of the Company, in accordance with section 172
of the Companies Act 2006.
Chairman's Statement
I am writing to present the Financial Statements for TP10 VCT
plc ("the Company") for the year ended 28 February 2014.
Portfolio Construction
We are pleased to report that the Company's funds are 99.8%
invested in a portfolio of qualifying and non-qualifying unquoted
investments. The qualifying investments include companies which
generate electricity from renewable sources and companies which
provide cinema digitisation. These investments were selected for
their ability to yield high quality, predictable cash flows.
The Company's portfolio of qualifying investments accounts for
85% of its net assets, thus maintaining its VCT qualifying status
by satisfying the test of being at least 70% invested in VCT
qualifying investments. More information on the Company's
investment portfolio is given in the Investment Manager's
Review.
Dividends
On 12 July 2013 the Company paid its second dividend to
shareholders of GBP1 million equal to 3.31p per share. On 31
January 2014 the Company paid its third dividend to shareholders of
GBP509,000 equal to 1.69p per share. This takes the total paid by
way of dividends to shareholders to 8.31p per share.
The Board has resolved to pay a dividend to shareholders of GBP1
million equal to 3.31p per share which will be paid on 25 July 2014
to shareholders on the register on 11 July 2014.
Net Asset Value
With the portfolio established, loan interest from the
investments has exceeded running costs and the value of some of the
investments in the portfolio has also increased. As a result the
Company made a profit of 2.70p per share for the year. At 28
February 2014 the Net Asset Value ("NAV") per share stood at 87.05p
per share. Taken together with the cumulative dividends of 8.31p
per share paid this gives a NAV per share equivalent to 95.36p per
share.
Principal Risks
The Board believes that the principal risks facing the Company
are:
-- investment risk associated with the VCT's portfolio of unquoted investments;
-- failure to maintain approval as a qualifying VCT;
-- ability to realise investments in order to return funds to
investors after the five year holding period.
The Board believes these risks are manageable and, with the
Investment Manager, continues to work to minimise either the
likelihood or potential impact of these risks within the scope of
the Company's established investment strategy.
Outlook
The Board is pleased that the Company continues to maintain a
diversified portfolio of stable investments which is designed to
provide the Company with the returns it seeks for its
shareholders.
If you have any questions or comments, please do not hesitate to
telephone Triple Point Investment Management LLP on 020 7201
8989.
Robin Morrison
Chairman
14 May 2014
Strategic Report - Company Strategy and Business Model
The Directors assess the Company's success in meeting its
objectives in relation to returns, stability, VCT qualification
and, ultimately, exit.
Performance Update
At launch the Company targeted attractive post-tax returns of 9
to 11 % pa. On a weighted average share price using a 9% return
this is broadly equivalent to a total return to investors of
110.6p. This compares to the net asset value per share at 28
February 2014 of 87.05p and cumulative dividend payments of 8.31p,
bringing the total return to date to 95.36p. Whilst the unquoted
investment portfolio is meeting its objective of capital
preservation, the return to date is some way short of its target.
This shortfall can be attributed to the prolonged recession which
meant that the implementation of the Company's investment programme
took longer than anticipated and interest rates remained low.
The Company reported an income return of 1.03p and a capital
return of 1.67p for the year to 28 February 2014. This compared
with an aggregate return for the previous year of 1.29p. The
improvement is due to an increase in the valuation of some of the
unquoted investments, as well as a full year of investment income
from a completed portfolio. The Board and the Manager are both
committed to ensuring that returns on the investment portfolio are
optimised and that the VCT remains fully invested, in order to
continue to be managed in line with the Company's investment
strategy and risk profile.
The Board expects the Investment Manager to deliver a
performance which meets the objective of achieving long-term
investment returns, including tax free dividends. A review of the
performance of the Company's investments during the financial year,
the position of the Company at the year end and the outlook for the
coming year is contained within the Chairman's statement on page 2
and the Investment Manager's Review on pages 7 to 8.
Dividend Policy
The Board wishes to maintain a minimum annual dividend
distribution around 5p per share if possible, but this depends
primarily on the Company's level of realisations and cash flow.
There may be variations in the amount of dividends paid year on
year.
Investment Policy
The Company's investment exposure initially was to cash and
similar liquid assets. To comply with VCT rules, the Company has
acquired (and subsequently maintained) a portfolio of VCT
qualifying company investments in unquoted companies equivalent to
a minimum of 70% of the value of its investments, typically in
investments ranging between GBP500,000 and GBP2,000,000 per
company.
The unquoted investments encompass businesses with strong asset
bases or, more typically, with contractual revenues from
financially sound counterparties. The remaining net assets are
exposed either to (1) cash or cash-based similar liquid investments
or (2) investments originated in line with the Company's VCT
qualifying investment policy but which do not qualify under the VCT
rules for technical reasons. In order to limit the risk to the
portfolio that is derived from any particular investment, no single
investment by the Company represents more than 15% of the aggregate
net asset value of the Company.
In respect of Venture Capital Investments (which represent
qualifying investments under the tax rules applying to VCTs) TPIM
sought:
-- investments where robust due diligence has been undertaken into target investments;
-- investments where there is a high level of access to regular
material financial and other information;
-- investments where the risk of capital losses is minimised
through careful analysis of the collateral available to investee
companies; and
-- investments where there is a strong relationship with the key decision makers.
The Directors intend to return cash raised from exits promptly
to shareholders, who will be given the opportunity to vote for the
Company's discontinuation after six years.
Qualifying Investments
TPIM pursued investments in a range of industries but the type
of business being targeted was subject to the specific investment
criteria discussed below. The objective was to build a diversified
portfolio of young unquoted companies which are cash generative
and, therefore, capable of producing income and capital repayments
to the Company prior to their disposal by the Company.
Although invested in diverse industries, it was intended that
TP10's portfolio would comprise companies with certain
characteristics, for example clear commercial and financial
objectives, strong customer relationships and, where possible,
tangible assets with value. TPIM focused on identifying businesses
typically with contractual revenues from financially sound
counterparties or a stream of predictable transactions with
multiple clients. Businesses with assets providing valuable
security were also considered. The objective was to reduce the risk
of losses through ensuring reliability of cash flow or quality of
asset backing and to provide Investors with a potentially
attractive income stream and modest but accessible capital
growth.
The criteria against which investment targets are assessed
included the following:
-- an attractive valuation at the time of the investment;
-- minimising the risk of capital losses;
-- the predictability and reliability of the company's cash flows;
-- the quality of the business' counterparties and suppliers;
-- the sector in which the business is active. Key targets
include health, leisure, environmentally responsible and social
enterprise sectors;
-- the quality of the company's assets;
-- the opportunity to structure an investment that can produce distributable income; and
-- the prospect of achieving an exit 5 years after capitalisation of TP10.
Tax Benefits
The Company's objective is to provide shareholders with an
attractive income and capital return by investing its funds in a
broad spread of unlisted UK companies which meet the relevant
criteria for investment by Venture Capital Trusts.
Investing in a VCT brings the benefit of tax-free dividends, as
well as up-front income tax relief. The Company has over 70% of its
Net Asset Value invested in VCT qualifying investments and
continues to meet the VCT qualification requirements which are
continuously monitored by the Manager and reviewed by the
Directors.
VCT Regulation
VCTs were introduced in the Finance Act 1995 to provide a means
for private individuals to invest in unquoted companies in the UK.
The Finance Act 2004 introduced changes to VCT legislation designed
to make VCTs more attractive to investors. The tax benefits
available to eligible investors in VCTs include:
-- up-front income tax relief of 30%
-- exemption from income tax on dividends received
-- exemption from capital gains tax on disposals of shares in VCTs.
The Company was provisionally approved as a VCT by Her Majesty's
Revenue and Customs. In order to secure final approval the Company
must comply with certain requirements on a continuing basis. Within
three years from the effective date of provisional approval or
later allotment at least 70% of the Company's investments must
comprise "qualifying holdings" of which at least 30% must be in
eligible ordinary shares. This investment criterion has now been
achieved.
VCT qualifying status risk: the Company is required at all times
to observe the conditions laid down in the Income Tax Act 2007 for
the maintenance of approved VCT status. The loss of such approval
could lead to the Company losing its exemption from corporation tax
on capital gains, to investors being liable to pay income tax on
dividends received from the Company and, in certain circumstances,
to investors being required to repay the initial income tax relief
on their investment. The Investment Manager keeps the Company's VCT
qualifying status under continual review and reports to the Board
on a quarterly basis. The Board has also retained
PricewaterhouseCoopers LLP to undertake an independent VCT status
monitoring role.
Exit Programme
The Company is committed to realising its investments and
returning funds to shareholders as soon as practicable after the
end of the five year holding period, which will be 30 April 2015.
During 2014 the Directors and the Manager will develop a plan for
implementation of an investment realisation programme for 2015. The
valuation and potential exit routes for the Company's portfolio of
investments are reviewed and discussed at each Board meeting. The
Manager has successfully implemented exit plans for other VCTs
under its management.
Principal Risks and Risk Management
The Directors carry out a regular review of the environment in
which the Company operates. The main areas of risk identified by
them, along with the risks to which the Company is exposed through
its operational and investing activities, are detailed below.
Investment risk: the Company's VCT qualifying investments will
be held in small and medium-sized unquoted investments which, by
their nature, entail a higher level of risk and lower liquidity
than investments in large quoted companies. The Directors and
Investment Manager aim to limit the risk attached to the portfolio
as a whole by careful selection and timely realisation of
investments, by carrying out rigorous due diligence procedures and
by maintaining a spread of holdings in terms of industry sector and
geographical location. The Board reviews the investment portfolio
with the Investment Manager on a regular basis.
Financial instrument risk: Financial Instrument risks are
described in note 15.
Financial risk: as most of the Company's investments will
involve a medium to long-term commitment and will be relatively
illiquid, the Directors consider that it is inappropriate to
finance the Company's activities through borrowing.
Internal control risk: the Board regularly reviews the system of
internal controls, both financial and non-financial, operated by
the Company and the Investment Manager. These include controls
designed to ensure that the Company's assets are safeguarded and
that proper accounting records are maintained.
Share Price Discount Policy
The Company has a share buy-back facility, committing to buy
back shares at a 10% discount to the prevailing NAV, subject to the
Directors' discretion. We will be asking shareholders at the Annual
General Meeting to extend the facility for the Company to purchase
shares in the market for cancellation.
Shareholders should note that if they sell their shares within
five years of subscription they forfeit any tax relief obtained. If
you are considering selling your shares please contact TPIM on 020
7201 8989.
Environmental, Social, Employee and Human Rights Issues
Due to the nature of the Company's activities, there being no
employees and only 3 Non-Executive Directors, there are no Human
Rights Issues to report. Its investment in companies engaged in the
energy generation from renewable sources means it will contribute
to the reduction in carbon emissions.
Gender Diversity
The Board of Directors comprises 3 male Directors. The
Investment Manager has a female managing partner and has 35 staff
of whom 20 are men and 15 are women.
At 28 February 2014, qualifying investments represented 85% of
net assets, ensuring that the Company continues to satisfy the
requirement to be 70% invested in qualifying investments.
The overall portfolio comprises investments in 24 small,
unquoted companies which operate in four sectors: cinema
digitisation; hydro project management; renewable electricity
generation from solar PV, anaerobic digestion and landfill gas; and
SME lending.
Each of these investments meets Triple Point's investment
criteria, with projected revenues generated by businesses with good
quality customers and the potential for steady returns. Investments
in each sector have been made with the benefit of rigorous
selection criteria, including extensive due diligence and expert
technical assessment and are subject to continuous stringent
review.
Sector Analysis
The unquoted investment portfolio can be analysed as
follows:
Electricity Generation
Cinema Hydro Project Solar Anaerobic Total Unquoted
Industry Sector Digitisation Management PV Digestion Landfill SME Lending Investments
--------------------- -------------- -------------- ------------ ---------------
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------- -------------- -------------- -------- ----------- --------- ------------ ---------------
Investments
at 29 February
2013 6,900 813 11,487 2,975 1,000 3,292 26,467
--------------------- -------------- -------------- -------- ----------- --------- ------------ ---------------
Investments
made during
the year 1,937 - - - - 1,811 3,748
--------------------- -------------- -------------- -------- ----------- --------- ------------ ---------------
Investments
disposed of
during the year (2,651) - - (735) - (1,349) (4,735)
--------------------- -------------- -------------- -------- ----------- --------- ------------ ---------------
Investment
revaluations
during the year 79 90 401 - 21 - 591
--------------------- -------------- -------------- -------- ----------- --------- ------------ ---------------
Investments
at 28 February
2014 6,265 903 11,888 2,240 1,021 3,754 26,071
--------------------- -------------- -------------- ---------------
Investments
% 24.03% 3.46% 45.60% 8.59% 3.92% 14.40% 100.00%
--------------------- -------------- -------------- -------- ----------- --------- ------------ ---------------
VCT Sector Review
Cinema Digitisation
The cinema digitisation portfolio continues to perform as
intended, with the investee companies benefitting from regular and
reliable revenues. The majority of these revenues come from the six
major investment grade Hollywood Studios under the globally
recognised Virtual Print Fee model, through which film studios pay
for the cost of the deployment of digital conversion over a number
of years. The companies in TP10's portfolio own, maintain and
operate digital equipment in cinemas in the UK, Germany, Italy and
Ireland.
Hydro Project Management
Highland Hydro Services Limited manages the planning and
environmental impact studies for a portfolio of new small scale
hydro electric power installations in the Scottish Highlands. All
applications went according to plan and received planning consent.
It is now in the process of selling the first five sites for
development, and sales are all expected to complete this year.
Strategic Report - Investment Manager's Review
Solar PV
The Company's investment portfolio includes 13 holdings in
businesses generating renewable electricity from residential solar
PV panels. We are pleased to report that the solar investment
portfolio continues to perform in line with expectations for
generating revenues, which are derived from the receipt of
index-linked Feed-in Tariffs (FiTs). We continue to monitor closely
the performance of each of these businesses.
Anaerobic Digestion
Since the publication of the last report, we are pleased that
the anaerobic digestion plants have continued to perform well and
have operated for a full season post start-up in line with
expectations. This is as a result of a good maize harvest in 2013
providing new feed stock improving the quality of the plants'
'fuel'. Both renewable energy generating companies operate 1 MW
plants which generate electricity for sale to a utility company.
The electricity generation also attracts Feed-in Tariffs which
provide RPI linked revenues for a 20 year period from
commissioning.
Landfill Gas
The Company has invested in Craigahulliar Energy Ltd and Aeris
Power Ltd, which are both small ventures which have taken advantage
of the opportunity to generate renewable electricity from landfill
gas from sites owned by public bodies in Northern Ireland. This
business line gives access to long term, reliable cash flows
generated from strong counterparties through Government promoted
legislation (ROCs), the sale of electricity to a utility company
and the potential for sale of electricity to local authorities.
Craigahulliar Energy Ltd's plant has been generating electricity
for export to the National Grid since 2012 and Aeris Power Ltd's
began earlier this year.
SME Lending
The Company has a GBP3.8 million investment in Broadpoint
Limited, a finance company which provides short and medium term
funding to businesses in the telecoms, finance, cinema and
renewable energy sectors.
Outlook
We continue to work closely with the management teams of all the
portfolio businesses to ensure that that they continue to meet the
Company's investment strategy and objectives for shareholders.
If you have any questions, please do not hesitate to call us on
020 7201 8989.
Claire Ainsworth
Managing Partner
for Triple Point Investment Management LLP
14 May 2014
Strategic Report - Investment Portfolio Summary
28 February 2014 28 February 2013
------------------------------------ ------------------------------------
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted investments
Qualifying holdings 21,388 84.03 22,266 85.19 22,138 83.10 22,425 83.28
Non-qualifying holdings 4,015 15.76 3,805 14.56 4,042 15.18 4,042 15.02
Financial assets at fair
value through profit
or loss 25,403 99.79 26,071 99.75 26,180 98.28 26,467 98.30
Cash and cash equivalents 61 0.21 61 0.25 459 1.72 459 1.70
25,464 100.00 26,132 100.00 26,639 100.00 26,926 100.00
======== ======= ======== ======= ======== ======= ======== =======
Unquoted Qualifying Holdings
Cinema Digitisation
21st Century Cinema Ltd - - - - 1,000 3.75 1,000 3.71
Big Screen Digital Services
Ltd - - - - 900 3.38 900 3.34
Cinematic Services Ltd 1,855 7.28 1,855 7.10 2,000 7.51 2,000 7.43
Digima Ltd 1,620 6.36 1,620 6.20 1,000 3.75 1,000 3.71
Digital Screen Solutions
Ltd 1,675 6.58 1,675 6.41 1,000 3.75 1,000 3.71
DLN Digital Ltd 1,000 3.93 1,079 4.13 1,000 3.75 1,000 3.71
Hydro Project Management - - -
Highland Hydro Services
Ltd 813 3.19 903 3.46 813 3.05 813 3.02
Electricity Generation
Solar
AH Power Ltd 800 3.14 802 3.07 800 3.00 770 2.86
Arraze Ltd 1,300 5.11 1,410 5.40 1,300 4.88 1,360 5.05
Bandspace Ltd 1,000 3.93 1,127 4.31 1,000 3.75 1,085 4.03
Bridge Power Ltd 750 2.95 806 3.08 750 2.82 782 2.90
Campus Link Ltd 1,000 3.93 1,103 4.22 1,000 3.75 1,061 3.94
Core Generation Ltd 750 2.95 811 3.10 750 2.82 782 2.90
Druman Green Ltd 750 2.95 801 3.07 750 2.82 777 2.89
Fellman Solar Ltd 750 2.95 797 3.05 750 2.82 767 2.85
Flowers Power Ltd 600 2.36 646 2.47 600 2.25 621 2.31
Haul Power Ltd 750 2.95 795 3.04 750 2.82 791 2.94
Helioflair Ltd 1,000 3.93 994 3.80 1,000 3.75 958 3.56
Ranmore Environmental
Ltd 1,000 3.93 998 3.82 1,000 3.75 960 3.57
Trym Power Ltd 750 2.95 798 3.05 750 2.82 773 2.87
Anaerobic Digestion
GreenTec Energy Ltd 1,500 5.89 1,500 5.74 1,500 5.63 1,500 5.57
Katharos Organic Ltd 725 2.85 725 2.77 725 2.72 725 2.69
Landfill Gas
Aeris Power Ltd 500 1.96 500 1.91 500 1.88 500 1.86
Craigahulliar Energy
Ltd 500 1.96 521 1.99 500 1.88 500 1.86
21,388 84.03 22,266 85.19 22,138 83.10 22,425 83.28
======== ======= ======== ======= ======== ======= ======== =======
28 February 2014 28 February 2013
---------------------------------- ----------------------------------
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted Non-Qualifying
Holdings
Cinema Digitisation
Digima Ltd 1 - 1 - - - - -
Digital Screen Solutions
Ltd 35 0.14 35 0.13 - - - -
Anaerobic digestion -
Drumnahare Biogas Ltd 225 0.88 15 0.06 750 2.82 750 2.79
SME lending -
Broadpoint Ltd 3,754 14.74 3,754 14.37 3,292 12.36 3,292 12.23
4,015 15.76 3,805 14.56 4,042 15.18 4,042 15.02
======== ====== ======== ====== ======== ====== ======== ======
Financial Assets are measured at fair value through profit or
loss. The initial best estimate of fair value of these investments
that are either quoted or not quoted on an active market is the
transaction price (i.e. cost). The fair value of these investments
is subsequently measured by reference to the transaction price of
the investee company, which is best deemed to reflect the fair
value. Where the Board considers the investee company's enterprise
value to remain unchanged since acquisition, investments continue
to be held at cost less any loan repayments received. Where the
Board considers the investee company's enterprise value has changed
since acquisition, investments are held at a value measured using a
discounted cash flow model.
Strategic Report - Investment Portfolio's Ten Largest VCT
Unquoted Investments
Arraze
Ltd
Income recognised Equity Equity Held
Date of Valuation Valuation by TP10 for Held by by TPIM managed
first investment Cost GBP GBP Method the year GBP'000 TP10 % funds %
Discounted
30-Mar-11 1,300,000 1,410,000 cashflow 46 41.39 98.70
Summary of Information from Investee Company Financial
Statements ending in 2013: GBP'000
Turnover 301
Earnings before interest, tax, amortisation and depreciation
(EBITDA) 227
Profit/(loss) before
tax 11
Net assets before
VCT loans 2,974
Net assets 1,044
Arraze Limited generates renewable electricity from its portfolio of
residential roof mounted solar PV systems, which it owns and operates
at sites across the UK. It has a reliable, long term index-linked revenue
stream supported by receipt of the Feed-in Tariffs. After its initial
purchase in November 2011, the business expanded its portfolio of solar
PV systems in both 2012 and in 2013.
----------------------------------------------------------------------------------------------------------
Bandspace Ltd
Income recognised Equity Equity Held
Date of Valuation Valuation by TP10 for Held by by TPIM managed
first investment Cost GBP GBP Method the year GBP'000 TP10 % funds %
Discounted
30-Mar-11 1,000,000 1,127,000 cashflow 35 30.86 98.75
Summary of Information from Investee Company Financial
Statements ending in 2013: GBP'000
Turnover 327
Earnings before interest, tax, amortisation and depreciation
(EBITDA) 265
Profit/(loss) before
tax 35
Net assets before
VCT loans 3,164
Net assets 924
Bandspace Ltd is a small business that owns a portfolio of roof mounted
solar PV systems which have generated renewable electricity since 2011.
It has a reliable, long term index-linked revenue stream supported by
receipt of the Feed-in Tariffs. It expanded its business with the purchase
of additional solar PV systems in 2012 and in 2013.
----------------------------------------------------------------------------------------------------------
Broadpoint Ltd
Equity Held
Income recognised Equity by TPIM
Date of Valuation Valuation by TP10 for Held by managed
first investment Cost GBP GBP Method the year GBP'000 TP10 % funds %
14-Nov-11 3,754,000 3,754,000 At cost 206 47.53 95.06
Summary of Information from Investee Company Financial Statements
ending in 2013: GBP'000
Turnover 0
Earnings before interest, tax, amortisation and depreciation
(EBITDA) (12)
Profit/(loss) before
tax 75
Net assets before
VCT loans 5,460
Net assets 53
Broadpoint Limited is a VCT non-qualifying investment which provides
finance to small and medium sized enterprises (SMEs). Income from its
activities for the period was GBP446,000.
----------------------------------------------------------------------------------------------------
Campus Link Ltd
Income recognised Equity Equity Held
Date of Valuation Valuation by TP10 for Held by by TPIM managed
first investment Cost GBP GBP Method the year GBP'000 TP10 % funds %
Discounted
14-Nov-11 1,000,000 1,103,000 cashflow 35 32.89 98.66
Summary of Information from Investee Company Financial Statements
ending in 2013: GBP'000
Turnover 353
Earnings before interest, tax, amortisation and depreciation
(EBITDA) 325
Profit/(loss) before
tax (98)
Net assets before
VCT loans 2,788
Net assets 688
Campus Link Ltd is a small venture capital funded business with an established
portfolio of roof mounted, residential solar PV systems which have been
generating electricity since 2011. Its revenues are generated from the
sale of the electricity and the receipt of the Feed-in Tariffs. It expanded
its business with the purchase of additional solar PV systems in 2012
and in 2013.
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Cinematic Services
Ltd
Income recognised Equity Equity Held
Date of Valuation Valuation by TP10 for Held by by TPIM managed
first investment Cost GBP GBP Method the year GBP'000 TP10 % funds %
24-Dec-10 1,855,000 1,855,000 At cost 90 48.12 96.24
Summary of Information from Investee Company Financial
Statements ending in 2013: GBP'000
Turnover 1,391
Earnings before interest, tax, amortisation and depreciation
(EBITDA) 1,616
Profit/(loss) before
tax 208
Net assets before
VCT loans 4,942
Net assets 742
Cinematic Services Ltd owns, maintains and operates digital equipment
at cinemas in the UK, Germany and Italy, covering 115 screens. It continues
to perform in line with its objectives. Digital cinema projection conversion
is paid for under the globally recognised Virtual Print Fee model, through
which film studios pay for the cost of the deployment over a number of
years with the majority of the company's revenues deriving ultimately
from the six major investment grade Hollywood Studios.
---------------------------------------------------------------------------------------------------------
Digima Ltd
Income recognised Equity Equity Held
Date of Valuation Valuation by TP 10 for Held by by TPIM managed
first investment Cost GBP GBP Method the year GBP'000 TP10 % funds %
10-Oct-11 1,620,000 1,620,000 At cost 55 29.56 67.74
Summary of Information from Investee Company Financial Statements
ending in 2013: GBP'000
Turnover 1,862
Earnings before interest, tax, amortisation and depreciation
(EBITDA) 1,781
Profit/(loss) before
tax 133
Net assets before
VCT loans 3,271
Net assets 1,340
Digima Ltd provides digital projection systems to the cinema industry.
It owns, operates and maintains the equipment, upgrading the projection
room from traditional 35mm film projectors to a fully DCI (Digital Cinema
Initiative) compliant digital cinema system. During the year, it acquired
the whole of the share capital of a smaller company, Big Screen Digital
Services Ltd, whose installations are in the UK and Italy. It operates
across the UK and Italy, now covering 231 screens.
---------------------------------------------------------------------------------------------------------
Digital Screen Solutions
Ltd
Income recognised Equity Equity Held
Date of Valuation Valuation by TP 10 for Held by by TPIM managed
first investment Cost GBP GBP Method the year GBP'000 TP10 % funds %
11-Oct-11 1,675,000 1,675,000 At cost 57 41.60 83.43
Summary of Information from Investee Company Financial Statements
ending in 2013: GBP'000
Turnover 1,858
Earnings before interest, tax, amortisation and depreciation
(EBITDA) 1,771
Profit/(loss) before
tax (103)
Net assets before
VCT loans 5,474
Net assets 1,274
Digital Screen Solutions Ltd is a provider of cinema digitisation equipment.
During the year, it acquired the whole of the share capital of a smaller
company, 21st Century Cinema Ltd, all of whose installations are in the
UK. It now owns, maintains and operates digital projection equipment
at cinemas in the UK and Italy, covering 229 screens. Digital cinema
projection conversion is paid for under the globally recognised Virtual
Print Fee model, through which film studios pay for the cost of the deployment
over a number of years with the majority of the company's revenues deriving
ultimately from the six major investment grade Hollywood Studios.
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DLN Digital Ltd
Income recognised Equity Equity Held
Date of Valuation Valuation by TP10 for Held by by TPIM managed
first investment Cost GBP GBP Method the year GBP'000 TP10 % funds %
Discounted
18-Mar-11 1,000,000 1,079,000 cashflow 31 22.67 97.91
Summary of Information from Investee Company Financial
Statements ending in 2013: GBP'000
Turnover 1,673
Earnings before interest, tax, amortisation and depreciation
(EBITDA) 951
Profit/(loss) before
tax 422
Net assets before
VCT loans 6,444
Net assets 2,027
DLN Digital Ltd owns, maintains and operates digital equipment at cinemas
in the UK, Ireland and Italy, covering 190 screens. It continues to perform
in line with its objectives. Digital cinema projection conversion is
paid for under the globally recognised Virtual Print Fee model, through
which film studios pay for the cost of the deployment over a number of
years with the majority of the company's revenues deriving ultimately
from the six major investment grade Hollywood Studios.
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GreenTec Energy Ltd
Equity Held
Income recognised Equity by TPIM
Date of Valuation Valuation by TP10 for Held by managed
first investment Cost GBP GBP Method the year GBP'000 TP10 % funds %
10-Oct-11 1,500,000 1,500,000 At cost 56 36.45 97.54
Summary of Information from Investee Company Financial Statements
ending in 2012: GBP'000
Turnover 0
Earnings before interest, tax, amortisation and depreciation
(EBITDA) (25)
Profit/(loss) before
tax (16)
Net assets before
VCT loans 3,983
Net assets 1,183
GreenTec Energy Ltd is a holding company which owns a 100% stake in
Trinity Hall Biogas Limited ('THB'). THB owns and operates a farm-based
Anaerobic Digestion plant in Bedfordshire which utilises agricultural
feed stocks that are converted into a methane rich biogas, in order
to produce green electricity using a 1 MW Jenbacher CHP engine. The
business derives its revenues from both the export and sale of the electricity
it produces, as well as from Feed-in Tariffs that it is entitled to
for the production of green electricity; these provide the company with
20 years of RPI linked cash flows. At the current time, having been
operational through a full season post start-up and with new harvest
feedstock having been delivered, the plant is operating well.
----------------------------------------------------------------------------------------------------
Ranmore Environmental
Ltd
Income recognised Equity Equity Held
Date of Valuation Valuation by TP10 for Held by by TPIM managed
first investment Cost GBP GBP Method the year GBP'000 TP10 % funds %
Discounted
05-Dec-11 1,000,000 998,000 cashflow 35 49.02 98.04
Summary of Information from Investee Company Financial Statements
ending in 2013: GBP'000
Turnover 169
Earnings before interest, tax, amortisation and depreciation
(EBITDA) 133
Profit/(loss) before
tax (4)
Net assets before
VCT loans 1,919
Net assets 519
Ranmore Environmental Limited generates renewable electricity from its
portfolio of residential roof mounted solar PV systems, which it owns
and operates at sites across the UK. It has a reliable, long term index-linked
revenue stream supported by receipt of the Feed-in Tariffs. Ranmore Environmental
established its network of solar PV systems in 2011, since when it the
business has expanded with further purchases in 2012.
----------------------------------------------------------------------------------------------------------
-- The investments are a combination of debt and equity.
-- Equity holding is equal to the voting rights.
The Strategic Report has been approved by the Board and signed
on its behalf by the Chairman.
Robin Morrison
Chairman
14 May 2014
Report of the Directors
The Directors present their Report and the audited Financial
Statements for the year ended 28 February 2014.
Details of Directors
Robin Morrison is the Chairman of the Board of the Company. He
graduated with a first in Economics and Management Studies from
Cambridge. He also held a short service commission with the Royal
Corps of Transport. He was 28 years with Mars Incorporated,
managing commodity and foreign exchange exposures and holding both
Global and Pan-European Vice President roles in procurement and
manufacturing.
Robert Reid, is the founder of an independent corporate
development advisory business. After graduating from the European
Business School, he joined S.G. Warburg & Co. and has over 17
years corporate finance experience in both the corporate and
advisory fields. His most recent roles include director of
corporate finance at Avis Europe plc and director of corporate
finance at Hurst Morrison Thomson, Chartered Accountants. Robert is
a Director of TP5 VCT plc and was previously a Director of TP70
2008(II) VCT plc.
Alexis Prenn, an experienced entrepreneur is currently Managing
Director of Receipt Bank a very fast growth SaaS business in the
financial technology sector which he co-founded in 2010. Prior to
this he was a founding partner at Triple Point Investment
Management where he served as both Sales Director and Chief
Operating Officer. Previously he was active as owner/investor in
businesses/sectors as diverse as IT training, event management
software and security equipment. He was also the lead investor
behind the management buy-in to Sinclair Pharmaceuticals which
floated in 2004. He started his career at LSE conglomerate Magellan
where he held a number of senior roles and was the Managing
Director of several Group subsidiaries.
Robert Reid being a Director of another TPIM managed VCT is not
considered independent. Therefore he will retire and offer himself
for re-election at the Annual General Meeting to be held on 24 July
2014. Robin Morrison having not been re-elected for 3 years must
also retire and offer himself for re-election at the forthcoming
Annual General Meeting. Alexis Prenn resigned as a principal of
TPIM on 1 July 2011; after this date he was deemed to be
independent.
The Board has considered provision B.7.2 of the UK Corporate
Governance Code (September 2012) and believes that all the
Directors continue to be effective and to demonstrate commitment to
their roles, the Board and the Company. The Directors are discussed
further within the Corporate Governance report on page 20 which
demonstrates the Boards compliance with the UK Corporate Governance
code.
Activities and Status
The Company is a Venture Capital Trust and its main activity is
investing.
The Company has been provisionally approved as a VCT by
HMRC.
The Company is registered in England as a Public Limited Company
(Registration number 6985211). The Directors have managed, and
intend to continue to manage, the Company's affairs in such a
manner as to comply with Section 274 of the Income Tax Act 2007
which grants approval as a VCT.
The Company was not at any time up to the date of this report a
close company within the meaning of S439 of the Corporation Tax Act
2010.
Post Balance Sheet Events
There have been no significant post balance sheet events.
Directors' and Officers' Liability Insurance
The Company has, as permitted by S233 of the Companies Act 2006,
maintained insurance cover on behalf of the Directors and Company
Secretary, indemnifying them against certain liabilities which may
be incurred by them in relation to their offices with the
Company.
Matters Covered in the Strategic Report
Dividends and financial risk management have both been discussed
within the Strategic Report on pages 2 and 6
Management
TPIM acts as Investment Manager to the Company. The principal
terms of the Company's management agreement with TPIM are set out
in note 5 to the Financial Statements.
The Board has evaluated the performance of the Investment
Manager based on the returns generated since taking on the
management of the Fund and a review of the management contract and
the services provided in accordance with its terms. As required by
the Listing Rules, the Directors confirm that in their opinion the
continuing appointment of TPIM as Investment Manager is in the best
interests of the shareholders as a whole. In reaching this
conclusion the Directors have taken into account the performance of
other VCTs managed by TPIM and the service provided by TPIM to the
Company.
Substantial Shareholdings
As at the date of this report no disclosures of major
shareholdings had been made to the Company under Disclosure and
Transparency Rule 5 (Vote Holder and Issuer Notification
Rules).
Global Greenhouse Gas Emissions
The Company has no greenhouse gas emissions to report from the
operations of its Company, nor does it have responsibility for any
other emission producing sources under the Companies Act 2006
(Strategic Report and Directors' Reports) Regulations 2013.
Annual General Meeting
Notice convening the 2014 Annual General Meeting of the Company
and a form of proxy in respect of that meeting can each be found at
the end of this document.
Share Capital, Rights Attaching to the Shares and Restrictions
on Voting and Transfer
The Company's share capital is GBP600,000 divided into
60,000,000 shares of 1p each, of which 30,128,014 shares were in
issue at 28 February 2014. As at that date none of the issued
shares was held by the Company as treasury shares. Subject to any
suspension or abrogation of rights pursuant to relevant law or the
Company's articles of association, the shares confer on their
holders (other than the Company in respect of any treasury shares)
the following principal rights:
a) the right to receive out of profits available for
distribution such dividends as may be agreed to be paid (in the
case of a final dividend in an amount not exceeding the amount
recommended by the Board as approved by shareholders in general
meeting or in the case of an interim dividend in an amount
determined by the Board). All dividends unclaimed for a period of
12 years after having become due for payment are forfeited
automatically and cease to remain owing by the Company;
b) the right, on a return of assets on a liquidation, reduction
of capital or otherwise, to share in the surplus assets of the
Company remaining after payment of its liabilities pari passu with
other holders of ordinary shares; and
c) the right to receive notice of and to attend and speak and
vote in person or on a poll by proxy at any general meeting of the
Company. On a show of hands every member present or represented and
voting has one vote and on a poll every member present or
represented and voting has one vote for every share of which that
member is the holder. A validly executed appointment of a proxy
must be received not less than 48 hours before the time of the
holding of the relevant meeting or adjourned meeting or, in the
case of a poll taken otherwise than at or on the same day as the
relevant meeting or adjourned meeting, be received after the poll
has been demanded and not less than 24 hours before the time
appointed for the taking of the poll.
These rights can be suspended. If a member, or any other person
appearing to be interested in shares held by that member, has
failed to comply within the time limits specified in the Company's
articles of association with a notice pursuant to S793 of the
Companies Act 2006 (notice by a Company requiring information about
interests in its shares), the Company can until the default ceases
suspend the right to attend and speak and vote at a general meeting
and if the shares represent at least 0.25% of their class the
Company can also withhold any dividend or other money payable in
respect of the shares (without any obligation to pay interest) and
refuse to accept certain transfers of the relevant shares.
During the year TP10 VCT plc acquired 50,000 of its own shares
for GBP40,000.
Shareholders, either alone or with other shareholders, have
other rights as set out in the Company's articles of association
and in company law. (Principally the Companies Act 2006).
A member may choose whether his or her shares are evidenced by
share certificates (certificated shares) or held in electronic
(uncertificated) form in CREST (the UK electronic settlement
system). Any member may transfer all or any of his or her shares,
subject in the case of certificated shares to the rules set out in
the Company's articles of association or in the case of
uncertificated shares to the regulations governing the operation of
CREST (which allow the Directors to refuse to register a transfer
as therein set out); the transferor remains the holder of the
shares until the name of the transferee is entered in the register
of members. The Directors may refuse to register a share transfer
if it is in respect of a certificated share which is not fully paid
up or on which the Company has a lien provided that, where the
share transfer is in respect of any share admitted to the Official
List maintained by the UK Listing Authority, any such discretion
may not be exercised so as to prevent dealings taking place on an
open and proper basis, or if in the opinion of the Directors (and
with the concurrence of the UK Listing Authority) exceptional
circumstances so warrant, provided that the exercise of such power
will not disturb the market in those shares. Whilst there are no
squeeze-out and sell out rules relating to the shares in the
Company's articles of association, shareholders are subject to the
compulsory acquisition provisions in S974 to S991 of the Companies
Act 2006.
Amendment of Articles of Association
The Company's articles of association may be amended by the
members of the Company by special resolution (requiring a majority
of at least 75% of the persons voting on the relevant
resolution).
Appointment and Replacement of Directors
A person may be appointed as a Director of the Company by the
shareholders in general meeting by ordinary resolution (requiring a
simple majority of the persons voting on the relevant resolution)
or by the Directors. No person, other than a Director retiring by
rotation or otherwise, shall be appointed or re-appointed a
Director at any general meeting unless he is recommended by the
Directors or, not less than 7 nor more than 42 clear days before
the date appointed for the meeting, notice is given to the Company
of the intention to propose that person for appointment or
re-appointment in the form and manner set out in the Company's
articles of association.
Each Director who is appointed by the Directors (and who has not
been elected as a Director of the Company by the members at a
general meeting held in the interval since his appointment as a
Director of the Company) is to be subject to election as a Director
of the Company by the members at the first Annual General Meeting
of the Company following his or her appointment. At each Annual
General Meeting of the Company one third of the Directors for the
time being, or if their number is not three or an integral multiple
of three the number nearest to but not exceeding one-third, are to
be subject to re-election.
The Companies Act allows shareholders in general meeting by
ordinary resolution (requiring a simple majority of the persons
voting on the relevant resolution) to remove any Director before
the expiring of his or her period of office, but without prejudice
to any claim for damages which the Director may have for breach of
any contract of service between him or her and the Company.
A person also ceases to be a Director if he or she resigns in
writing, ceases to be a director by virtue of any provision of the
Companies Act, becomes prohibited by law from being a Director,
becomes bankrupt or is the subject of a relevant insolvency
procedure, or becomes of unsound mind, or if the Board so decides
following at least six months' absence without leave or if he or
she becomes subject to relevant procedures under the mental health
laws, as set out in the Company's articles of association.
Powers of the Directors
Subject to the provisions of the Companies Act, the memorandum
and articles of association of the Company and any directions given
by shareholders by special resolution, the articles of association
specify that the business of the Company is to be managed by the
Directors, who may exercise all the powers of the Company, whether
relating to the management of the business or not. In particular,
the Directors may exercise on behalf of the Company its powers to
purchase its own shares to the extent permitted by
shareholders.
Auditor
Grant Thornton UK LLP offers itself for reappointment as
auditor. In accordance with S489(4) of the Companies Act 2006 a
resolution to reappoint Grant Thornton UK LLP as auditor and to
authorise the Directors to fix their remuneration will be proposed
at the forthcoming Annual General Meeting.
On behalf of the Board.
Robin Morrison
Director
14 May 2014
Corporate Governance
The Board of TP10 VCT plc has considered the principles and
recommendations of the Association of Investment Companies Code of
Corporate Governance (AIC Code) by reference to the Association of
Investment Companies Corporate Governance Guide for Investment
Companies (AIC Guide). The AIC Code, as explained by the AIC Guide,
addresses all the principles set out in the UK Corporate Governance
Code (September 2012), as well as setting out additional principles
and recommendations on issues that are of specific relevance to the
Company. The Board considers that reporting against principles and
recommendations of the AIC Code, by reference to the AIC Guide,
which incorporates the UK Corporate Governance Code (September
2012), will provide improved reporting to shareholders.
The Company is committed to maintaining high standards in
corporate governance and has complied with the recommendations of
the AIC Code and the relevant provisions of the UK Corporate
Governance Code (September 2012), except as set out at the end of
this report in the Compliance Statement.
The Corporate Governance Report forms part of the Report of the
Directors.
Board of Directors
The Company has a Board of three Non-Executive Directors. Since
all Directors are Non-Executive and day-to-day management
responsibilities are sub-contracted to the Investment Manager, the
Company does not have a Chief Executive Officer. The Directors have
a range of business and financial skills which are relevant to the
Company; these are described on page 16 of this report. Directors
are provided with key information on the Company's activities,
including regulatory and statutory requirements, by the Investment
Manager. The Board has direct access to company secretarial advice
and compliance services provided by the Manager which is
responsible for ensuring that Board procedures are followed and
applicable regulations complied with. All Directors are able to
take independent professional advice in furtherance of their
duties.
Any appointment of new Directors to the Board is conducted, and
appointments made, on merit and with due regard for the benefits of
diversity on the Board, including gender. All Directors are able to
allocate sufficient time to the Company to discharge their
responsibilities.
The Board meets regularly on a quarterly basis, and on other
occasions as required, to review the investment performance and
monitor compliance with the investment policy laid down by the
Board. There is a formal schedule of matters reserved for Board
decision and the agreement between the Company and the Manager has
authority limits beyond which Board approval must be sought.
The Investment Manager has authority over the management of the
investment portfolio, the organisation of custodial services,
accounting, secretarial and administrative services. In practice
the Investment Manager makes investment recommendations for the
Board's approval. In addition all investment decisions involving
other VCTs managed by the Investment Manager are taken by the Board
rather than the Investment Manager. Other matters reserved for the
Board include:
-- the consideration and approval of future developments or
changes to the investment policy, including risk and asset
allocation;
-- consideration of corporate strategy;
-- approval of any dividend or return of capital to be paid to the shareholders;
-- the appointment, evaluation, removal and remuneration of the Investment Manager;
-- the performance of the Company, including monitoring the net asset value per share; and
-- monitoring shareholder profiles and considering shareholder communications.
The Chairman leads the Board in the determination of its
strategy and in the achievement of its objectives. The Chairman is
responsible for organising the business of the Board, ensuring its
effectiveness and setting its agenda, and has no involvement in the
day to day business of the Company. He facilitates the effective
contribution of the Directors and ensures that they receive
accurate, timely and clear information and that they communicate
effectively with shareholders. The Chairman does not have
significant commitments conflicting with his obligations to the
Company.
The Company Secretary is responsible for advising the Board on
all governance matters. All of the Directors have access to the
advice and services of the Company Secretary, which has
administrative responsibility for the meetings of the Board and its
committees. Directors may also take independent professional advice
at the Company's expense where necessary in the performance of
their duties. As all of the Directors are Non-Executive, it is not
considered appropriate to identify a member of the Board as the
senior Non-Executive Director of the Company.
The Company's articles of association and the schedule of
matters reserved to the Board for decision provide that the
appointment and removal of the Company Secretary is a matter for
the full Board.
The Company's articles of association require that one third of
the Directors should retire by rotation each year and seek
re-election at the Annual General Meeting, and that Directors newly
appointed by the Board should seek re-appointment at the next
Annual General Meeting. The Board complies with the requirement of
the UK Corporate Governance Code (September 2012) that all
Directors are required to submit themselves for re-election at
least every three years.
During the period covered by these Financial Statements the
following meetings were held:
Directors present 4 Full Board 2 Audit Committee
Meetings Meetings
Robin Morrison, Chairman 4 2
Robert Reid 3 (of 4) 2
Alexis Prenn 3 (of 4) 1 (of 2)
Audit Committee
The Board has appointed an audit committee of which Robin
Morrison is Chairman, which deals with matters relating to audit,
financial reporting and internal control systems. The Committee
meets as required and has direct access to Grant Thornton UK LLP,
the Company's auditor.
The audit committee safeguards the objectivity and independence
of the auditor by reviewing the nature and extent of non-audit
services supplied by the external auditor to the Company. The audit
committee has reviewed the non-audit service provided by the
external auditor, being corporation tax, and does not believe it is
sufficient to influence their independence or objectivity due to
the fee being an immaterial expense.
When considering whether to recommend the reappointment of the
external auditor the audit committee takes into account their
current fee tender compared to the external audit fees paid by
other similar companies. The audit committee will then recommend to
the Board the appointment of an external auditor which is ratified
at the Annual General Meeting.
The Auditing Practices Board requires the audit partner to
rotate every five years. The audit partner rotated this year, which
is a year ahead of the five year requirement. No audit tender has
been undertaken since the Company was incorporated.
The effectiveness of the external audit is assessed as part of
the Board evaluation conducted annually and by the quality and
content of the audit plan provided to the audit committee by the
external auditor and the discussions then held on topics raised.
The audit committee will challenge the external auditor at the
audit committee meeting if appropriate.
The Audit Committee's terms of reference include the following
roles and responsibilities:
-- reviewing and making recommendations to the Board in relation
to the Company's published Financial Statements and other formal
announcements or regulatory returns relating to the Company's
financial performance, reviewing significant financial reporting
judgements contained in them;
-- reviewing and making recommendations to the Board in relation
to the Company's internal control (including internal financial
control) and risk management systems;
-- periodically considering the need for an internal audit function;
-- making recommendations to the Board in relation to the
appointment, re-appointment and removal of the external auditor and
approving the remuneration and terms of engagement of the external
auditor;
-- reviewing and monitoring the external auditor's independence
and objectivity and the effectiveness of the audit process, taking
into consideration relevant UK professional regulatory
requirements;
-- monitoring the extent to which the external auditor is
engaged to supply non-audit services; and
-- ensuring that the Investment Manager has arrangements in
place for the investigation and follow-up of any concerns raised
confidentially by staff in relation to propriety of financial
reporting or other matters.
The committee reviews its terms of reference and effectiveness
annually and recommends to the Board any changes required as a
result of the review. The terms of reference are available on
request from the Company Secretary.
The Board considers that the members of the committee
collectively have the skills and experience required to discharge
their duties effectively, and that the Chairman of the committee
meets the requirements of the UK Corporate Governance Code
(September 2012) as to relevant financial experience.
The Company does not have an independent internal audit function
as it is not deemed appropriate given the size of the Company and
the nature of the Company's business. However, the committee
considers annually whether there is a need for such a function and,
if there were, would recommend it be established.
In respect of the year ended 28 February 2014, the audit
committee discharged its responsibilities by:
-- reviewing and approving the external auditor's terms of
engagement and remuneration and independence;
-- reviewing the external auditor's plan for the audit of the Financial Statements, including identification of key risks and confirmation of auditor independence;
-- reviewing TPIM's statement of internal controls operated in
relation to the Company's business and assessing those controls in
minimising the impact of key risks;
-- reviewing periodic reports on the effectiveness of TPIM's compliance procedures;
-- reviewing the appropriateness of the Company's accounting policies;
-- reviewing the Company's half-yearly results and draft annual
Financial Statements prior to Board approval;
-- reviewing the external auditor's audit plan document to the
audit committee on the annual Financial Statements; and
-- reviewing the Company's going concern status.
The audit committee is responsible for considering and reporting
on any significant issues that arise in relation to the Financial
Statements.
The key areas of risk that have been identified and considered
by the audit committee in relation to the business activities and
the Financial Statements of the Company are as follows:
-- valuation and existence of unquoted investments;
-- compliance with HM Revenue & Customs conditions for
maintenance of approved Venture Capital Trust status; and
-- ability to realise unquoted investments.
The audit committee relies on the Investment Manager to assess
the valuation of unquoted investments and the existence of those
investments. The Investment Manager has a director on the board of
all the investee companies and meets regularly with the other
directors and hence has an oversight of all the investments made.
The audit committee have reviewed the valuations and discussed them
with both the Investment Manager and the external auditor to
confirm the valuation of the unquoted investments and the existence
of those investments.
The Investment Manager has confirmed to the audit committee that
the conditions for maintaining the Company's status as an approved
Venture Capital Trust had been complied with throughout the year.
The position is also reviewed by PricewaterhouseCoopers LLP in its
capacity as adviser to the Company on taxation matters.
The audit committee has considered the whole Report and Accounts
for the year ended 28 February 2014 and has reported to the Board
that it considers them to be fair, balanced and understandable
providing the information necessary for shareholders to assess the
Company's performance, business model and strategy.
Internal Control
The Directors have overall responsibility for keeping under
review the effectiveness of the Company's systems of internal
controls. The purpose of these controls is to ensure that proper
accounting records are maintained, the Company's assets are
safeguarded and the financial information used within the business
and for publication is accurate and reliable; such a system can
only provide reasonable and not absolute assurance against material
misstatement or loss. The system of internal controls is designed
to manage rather than eliminate the risk of failure to achieve
business objectives. As part of this process an annual review of
the internal control systems is carried out. The review covers all
material controls including financial, operational and risk
management systems. The Directors regularly review financial
results and investment performance with the Investment Manager.
The Directors have established an ongoing process designed to
meet the particular needs of the Company in identifying, evaluating
and managing risks to which it is exposed. The process adopted is
one whereby the Directors identify the risks to which the Company
is exposed including, among others, market risk, VCT qualifying
investment risk and operational risks which are recorded on a risk
register. The controls employed to mitigate these risks are
identified and the residual risks are rated taking into account the
impact of the mitigating factors. The risk register is updated
twice a year.
TPIM is engaged to provide administrative including accounting
services and retains physical custody of the documents of title
relating to investments.
The Directors regularly review the system of internal controls,
both financial and non-financial, operated by the Company and the
Investment Manager. These include controls designed to ensure that
the Company's assets are safeguarded and that proper accounting
records are maintained.
Internal control systems include the production and review of
quarterly bank reconciliations and management accounts. The VCT is
subject to a full annual audit. The auditors are the same auditors
as used by other VCTs managed by the Investment Manager. The
Investment Manager's procedures are subject to internal compliance
checks.
Going Concern
After making the necessary enquiries, the Directors confirm that
they are satisfied that the Company has adequate resources to
continue in business for the foreseeable future. The Board receives
regular reports from the Manager and the Directors believe that, as
no material uncertainties leading to significant doubt about going
concern have been identified, it is appropriate to continue to
apply the going concern basis in preparing the Financial
Statements. There are no borrowings or banking facilities in place
nor are they anticipated to be required in future.
The Company is committed to realising its investments and
returning funds to shareholders as soon as practicable after the
end of the five year holding period, which will be 30 April 2015.
The Directors intend to return cash from exit promptly to
shareholders who will be given the opportunity to vote for the
Company's discontinuation after six years.
Relations with Shareholders
The Board recognises the value of maintaining regular
communications with shareholders. In addition to the formal
business of the Annual General Meeting, an opportunity is given to
all shareholders to question the Board and the Investment Manager
on matters relating to the Company's operation and performance. The
Board and the Investment Manager will also respond to any written
queries made by shareholders during the course of the year and both
can be contacted at 4-5 Grosvenor Place, London, SW1X 7HJ or on 020
7201 8989.
Compliance Statement
The Listing Rules require the Board to report on compliance with
the UK Corporate Governance Code (September 2012) provisions
throughout the accounting period. With the exception of the limited
items outlined below, the Directors consider that the Company has
complied throughout the period under review with the provisions set
out in the UK Corporate Governance Code (September 2012).
1. New Directors do not receive a full, formal and tailored
induction on joining the Board. Such matters are addressed on an
individual basis as they arise (B.4.1).
2. Due to the size of the Board and the nature of the Company's
business, a formal performance evaluation of the Board, its
committees, the individual Directors and the Chairman has not been
undertaken. Specific performance issues are dealt with as they
arise (B.6.1, B.6.3).
3. The Company does not have a senior Independent Director. The
Board does not consider such an appointment appropriate for the
Company (A.4.1).
4. The Company conducts a formal review as to whether there is a
need for an internal audit function. The Directors do not consider
that an internal audit would be an appropriate control for a
Venture Capital Trust (C.3.6).
5. As all the Directors are Non-Executive, it is not considered
appropriate to appoint a Nomination or Remuneration Committee
(B.2.1 and D.2.1).
6. The Audit committee includes three Non-Executive Directors,
one of whom is not considered independent. The Board regularly
reviews the independence of its Directors but does not consider it
appropriate to appoint an additional Director to the Audit
committee (C.3.1).
On behalf of the Board
Robin Morrison,
Chairman
14 May 2014
Directors' Responsibility Statement
The Directors are responsible for preparing the Strategic
Report, the Directors' Report, the Directors' Remuneration Report
and the Financial Statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare Financial
Statements for each financial year. Under that law the Directors
have elected to prepare the Financial Statements in accordance with
International Financial Reporting Standards (IFRS) as adopted by
the European Union. Under company law the Directors must not
approve the Financial Statements unless they are satisfied that
they give a true and fair view of the state of affairs and profit
or loss of the Company for that year. In preparing these Financial
Statements, the Directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgments and accounting estimates that are reasonable and prudent;
-- state whether applicable IFRS have been followed, subject to
any material departures disclosed and explained in the Financial
Statements;
-- prepare the Financial Statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the Financial Statements and the Remuneration report comply with
the Companies Act 2006. They are also responsible for safeguarding
the assets of the Company and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
The Directors confirm that:
-- so far as each of the Directors is aware there is no relevant
audit information of which the Company's auditor is unaware;
and
-- the Directors have taken all steps that they ought to have
taken as Directors in order to make themselves aware of any
relevant audit information and to establish that the auditor is
aware of that information.
The Directors are responsible for preparing the Annual Report in
accordance with applicable law and regulations. The Directors
consider the Annual Report and the Financial Statements, taken as a
whole, provide the information necessary to assess the Company's
performance, business model and strategy and are fair balanced and
understandable.
The Company's Financial Statements are published on the TPIM
website, www.triplepoint.co.uk. The maintenance and integrity of
this website is the responsibility of TPIM and not of the Company.
Legislation in the United Kingdom governing the preparation and
dissemination of Financial Statements may differ from legislation
in other jurisdictions.
To the best of our knowledge:
-- the Financial Statements, prepared in accordance with IFRSs
as adopted by the European Union, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the
Company; and
-- the Strategic Report includes a fair review of the
development and performance of the business and the position of the
Company, together with a description of the principal risks and
uncertainties that it faces.
On behalf of the Board
Robin Morrison
Chairman
14 May 2014
Directors' Remuneration Report
Introduction
This report is submitted in accordance with schedule 8 of the
Large and Medium Sized Companies and Groups (Accounts and Reports)
Regulations 2008, in respect of the year ended 28 February 2014.
This report also meets the Financial Conduct Authority's Listing
Rules and describes how the Board has applied the principles
relating to Directors' remuneration set out in UK Corporate
Governance Code (issued September 2012). The new reporting
requirements require two sections to be included, a Policy Report
and an Annual Remuneration Report which are presented below.
Directors' Remuneration Policy Report
This statement of the Directors' Remuneration Policy is intended
to take effect following approval by shareholders at the Annual
General Meeting on 24 July 2014. The Board currently comprises
three Directors, all of whom are Non-Executive. The Board does not
have a separate remuneration committee, as the Company has no
employees or executive directors. The Board has not retained
external advisers in relation to remuneration matters but has
access to information about Directors' fees paid by other companies
of a similar size and type. No views which are relevant to the
formulation of the Directors' remuneration policy have been
expressed to the Company by shareholders, whether at a general
meeting or otherwise.
The Board's policy is that the remuneration of Non-Executive
Directors should reflect the experience of the Board as a whole, be
fair and be comparable with that of other relevant Venture Capital
Trusts that are similar in size and have similar investment
objectives and structures. Furthermore, the level of remuneration
should be sufficient to attract and retain the Directors needed to
oversee the Company properly and to reflect the specific
circumstances of the Company, the duties and responsibilities of
the Directors and the value and amount of time committed to the
Company's affairs. The articles of association provide that the
Directors shall be paid in aggregate a sum not exceeding GBP100,000
per annum. None of the Directors is eligible for bonuses, pension
benefits, share options, long-term incentive schemes or other
benefits in respect of their services as Non-Executive Directors of
the Company.
The articles of association provide that Directors shall retire
and be subject to re-election at the first Annual General Meeting
after their appointment and that any Director who has not been
re-elected for three years shall retire and be subject to
re-election at the Annual General Meeting. Also any Director not
considered independent shall retire each year and offer himself for
re-election at the Annual General Meeting. The Directors' service
contracts provide for an appointment of twelve months, after which
three months written notice must be given by either party. A
Director who ceases to hold office is not entitled to receive any
payment other than accrued fees (if any) for past services. The
same policies will apply if a new Director is appointed.
Details of each Director's contract is shown below. The Chairman
is paid more than the other Directors to reflect the additional
responsibilities of that role. There are no other fees payable to
the Directors for additional services outside of their
contracts.
Unexpired term
of contract Annual rate
at 28 February of Directors'
Date of Contract 2014 fees
GBP
Robin Morrison,
Chairman 14-Sep-2009 None 15,000
Robert Reid 14-Sep-2009 None 12,500
Alexis Prenn 14-Sep-2009 None 12,500
----------------- ------------------ ----------------- ---------------
Annual Remuneration Report
The remuneration policy described above will be implemented with
effect from 24 July 2014 subject to approval at the Annual General
Meeting and remain unchanged for a three year period. The Board
will review the remuneration of the Directors in line with the VCT
industry on an annual basis, if thought appropriate. Otherwise,
only a change in role is likely to incur a change in remuneration
of any one Director.
Directors' Remuneration (audited information)
The fees paid to Directors in respect of the year ended 28
February 2014 and the prior year are shown below:
Emoluments for
Emoluments for the year ended
the year ended 28 February
28 February 2014 2013
GBP GBP
Robin Morrison,
Chairman 15,000 15,000
Robert Reid 12,500 12,500
Alexis Prenn 12,500 12,500
40,000 40,000
Employer's NI contributions 2,334 2,420
Total Emoluments 42,334 42,420
----------------------------- ------------------ ----------------
None of the Directors is eligible for bonuses, pension benefits,
share options, long-term incentive schemes or other benefits in
respect of their services as Non-Executive Directors of the
Company.
Information required on Executive Directors, including the Chief
Executive Officer and employees has been omitted because the
Company has neither and therefore it is not relevant.
Directors' emoluments compared to payments to shareholders:
28 February 28 February
2014 2013
GBP'000 GBP'000
Total Dividends paid 1,509 999
Share buy-back 40 -
------------- -------------
Total paid to shareholders 1,549 999
------------- -------------
Total Directors' emoluments 42 43
------------- -------------
Directors' Share Interests (audited information)
At 28 February 2014 Robin Morrison held 73,492 ordinary shares
of 1p each (2013: 73,492 ordinary shares of 1p) , Alexis Prenn held
5,125 ordinary shares of 1p each (2013: 5,125 ordinary shares of
1p) and Robert Reid did not hold any shares (2013: nil). At 28
February 2014 no connected parties to the Directors held any shares
(2013: nil) There have been no changes in the holdings of the
Directors between 28 February 2014 and the date of this report.
There are no requirements or restrictions on Directors holding
shares in the Company. Any shares owned by the Directors were
purchased at the same price offered to investors.
Company Performance
There have been no trades in the Company's shares to date.
Therefore, no performance graph comparing the share price of the
Company over the year ended 28 February 2014 with the total return
from a notional investment in the FTSE All-Share index over the
same period has been included.
No market maker has been appointed and therefore no current bid
and offer price is available for the Company's shares. However the
Board's policy is to buy back shares from shareholders at a 10%
discount to net asset value. The Company will produce a graph of
its share performance once there is sufficient activity that the
graph would be meaningful to shareholders.
Statement of Voting at the Annual General Meeting
The 2013 Remuneration Report was presented to the Annual General
Meeting in July 2013 and received shareholder approval following a
vote on a show of hands. There were no objections and no one
abstained.
Statement of the Chairman
The Directors' fees are fixed at GBP15,000 per annum for the
Chairman and GBP12,500 per annum for other Directors. There have
been no changes in their fees since the date of their appointment.
The remuneration of the Directors reflects the experience of the
Board as a whole, is fair and comparable with that of other
relevant Venture Capital Trusts that are similar in size and have
similar investment objectives and structures. The fees are
sufficient to attract and retain the Directors needed to oversee
the Company's affairs.
On behalf of the Board
Robin Morrison
Chairman
14 May 2014
Independent Auditor's Report to the Members of TP10 VCT plc
We have audited the Financial Statements of TP10 VCT plc for the
year ended 28 February 2014 which comprise the Statement of
Comprehensive income, the Balance Sheet, the Statement of Changes
in Shareholders' Equity, the Statement of Cash Flows and the
related notes. The financial reporting framework that has been
applied in their preparation is applicable law and International
Financial Reporting Standards (IFRSs) as adopted by the European
Union.
This report is made solely to the Company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Respective responsibilities of Directors and auditor
As explained more fully in the Directors' Responsibility
Statement set out on page 25, the Directors are responsible for the
preparation of the Financial Statements and for being satisfied
that they give a true and fair view. Our responsibility is to audit
and express an opinion on the Financial Statements in accordance
with applicable law and International Standards on Auditing (UK and
Ireland). Those standards require us to comply with the Auditing
Practices Board's Ethical Standards for Auditors.
Scope of the audit of the Financial Statements
A description of the scope of an audit of Financial Statements
is provided on the Financial Reporting Council's website at
www.frc.org.uk/apb/scope/private.cfm.
Auditor commentary
An overview of the scope of our audit
Our audit approach was based on a thorough understanding of the
Company's business and is risk-based. The day-to-day management of
the Company's investment portfolio, the custody of its investments
and the maintenance of the Company's accounting records is
outsourced to a third-party service provider. Accordingly, our
audit work is focussed on obtaining an understanding of, and
evaluating, internal controls at the Company and the third-party
service provider, and inspecting records and documents held by the
third-party service provider. We undertook substantive testing on
significant transactions, balances and disclosures, the extent of
which was based on various factors such as our overall assessment
of the control environment, the effectiveness of controls over
individual systems and the management of specific risks.
Our application of materiality
We apply the concept of materiality in planning and performing
our audit, in evaluating the effect of any identified misstatements
and in forming our opinion. For the purpose of determining whether
the Financial Statements are free from material misstatement we
define materiality as the magnitude of a misstatement or an
omission from the Financial Statements or related disclosures that
would make it probable that the judgement of a reasonable person,
relying on the information would have been changed or influenced by
the misstatement or omission. We also determine a level of
performance materiality which we use to determine the extent of
testing needed to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality for the Financial Statements as a
whole.
We established materiality for the Financial Statements as a
whole to be GBP262,000, which is 1% of the Company's net assets.
For the income statement we determined that misstatements for a
lesser amount than materiality for the Financial Statements as a
whole would make it probable that the judgement of a reasonable
person, relying on the information, would have been changed or
influenced by the misstatement or omission. Accordingly, we
established materiality for the revenue column of the income
statement to be GBP66,000.
We have determined the threshold at which we communicate
misstatements to the Audit Committee to be GBP3,300. In addition,
we communicate misstatements below that threshold that, in our
view, warrant reporting on qualitative grounds.
Our assessment of risk
Without modifying our opinion, we highlight the following
matters that are, in our judgement, likely to be most important to
users' understanding of our audit. Our audit procedures relating to
these matters were designed in the context of our audit of the
Financial Statements as a whole, and not to express an opinion on
individual transactions, account balances or disclosures.
Valuation of unquoted investments
Investments are the largest asset in the Financial Statements,
and they are designated as being at fair value through profit or
loss in accordance with IAS 39 'Financial instruments: recognition
and measurement'. Measurement of the value of an unquoted
investment includes significant assumptions and judgements. We
therefore identified the valuation of unquoted investments as a
significant risk requiring special audit consideration.
Our audit work included, but was not restricted to, obtaining an
understanding of how the valuations were performed, consideration
of whether they were made in accordance with published guidance,
discussions with the investment manager, and reviewing and
challenging the basis and reasonableness of the assumptions made by
the investment manager in conjunction with available supporting
information.
The Company's accounting policy on the valuation of unquoted
investments is included in note 2, and its disclosures about
unquoted investments held at the year end are included in note
10.
Recognition of revenue from investments
Investment income is the Company's major source of revenue and
consists of interest earned on loans to investee companies and cash
balances. Revenue recognition is considered to be a significant
risk requiring special audit consideration as it is often a key
factor in demonstrating the performance of the portfolio.
Our audit work included, but was not restricted to, assessing
whether the Company's accounting policy for revenue recognition is
in accordance with IAS 18 'Revenue'; obtaining an understanding of
management's process to recognise revenue in accordance with the
stated accounting policy and the internal controls over that
process; and, for a sample of income, determining that the income
has been recognised in accordance with that policy by agreeing
interest income to bank statements and loan interest income to loan
agreements.
The accounting policy on the recognition of income is shown in
note 2 and the components of that revenue are included in note
4.
Management override of internal controls
Under ISAs (UK & Ireland), for all our audits we are
required to consider the risk of management override of financial
controls. Due to the unpredictable nature of this risk we are
required to assess it as a significant risk requiring special audit
consideration.
Our audit work included, but was not restricted to, specific
procedures relating to this risk as required by ISA 240 'The
auditor's responsibilities relating to fraud in an audit of
Financial Statements'. This included tests of journal entries, the
evaluation of judgements and assumptions in management's estimates
and tests of significant transactions outside the normal course of
business.
Opinion on Financial Statements
In our opinion the Financial Statements:
-- give a true and fair view of the state of the Company's
affairs as at 28 February 2014 and of its profit
for the year then ended;
-- have been properly prepared in accordance with IFRSs as adopted by the European Union; and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
Other reporting responsibilities
Opinion on other matters prescribed by the Companies Act
2006
In our opinion:
-- the part of the Directors' Remuneration Report to be audited
has been properly prepared in accordance with the Companies Act
2006;
-- the information given in the Strategic Report and Directors'
Report for the financial year for which the Financial Statements
are prepared is consistent with the Financial Statements; and
-- the information given in the Corporate Governance Statement
set out on page 23 with respect to internal control and risk
management systems in relation to financial reporting processes and
about share capital structures is consistent with the Financial
statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the ISAs (UK and Ireland), we are required to report to
you if, in our opinion, information in the annual report is:
-- materially inconsistent with the information in the audited Financial Statements; or
-- apparently materially incorrect based on, or materially
inconsistent with, our knowledge of the Company acquired in the
course of performing our audit; or
-- is otherwise misleading.
In particular, we are required to consider whether we have
identified any inconsistencies between our knowledge acquired
during the audit and the Directors' statement that they consider
the annual report is fair, balanced and understandable and whether
the annual report appropriately discloses those matters that were
communicated to the audit committee which we consider should have
been disclosed.
Under the Companies Act 2006 we are required to report to you
if, in our opinion:
-- adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not
visited by us; or
-- the Financial Statements and the part of the Directors'
Remuneration Report to be audited are not in agreement with the
accounting records and returns; or
-- certain disclosures of Directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit; or
-- a Corporate Governance Statement has not been prepared by the Company.
Under the Listing Rules, we are required to review:
-- the Directors' statement, set out on page 25, in relation to going concern;
-- the part of the Corporate Governance Statement relating to
the Company's compliance with the nine provisions of the UK
Corporate Governance Code specified for our review.
Paul Creasey
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Oxford
14 May 2014
Statement of Comprehensive Income
For the year ended 28 February 2014
Year ended Year ended
28 February 2014 28 February 2013
---------------------------- ----------------------------
Note Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Income
Investment income 4 998 - 998 912 - 912
(Loss) arising on the
disposal of investments
in the year - - - - (8) (8)
Gain arising on the revaluation
of investments at the
year end - 591 591 - 287 287
Investment return 998 591 1,589 912 279 1,191
-------- -------- -------- -------- -------- --------
Expenses
Investment management
fees 5 494 165 659 508 170 678
Financial and regulatory
costs 28 - 28 26 - 26
General administration 16 - 16 19 - 19
Legal and professional
fees 6 35 - 35 37 - 37
Directors' remuneration 7 40 - 40 40 - 40
Operating expenses 613 165 778 630 170 800
-------- -------- -------- -------- -------- --------
Profit before taxation 385 426 811 282 109 391
Taxation 8 (77) 77 - (47) 47 -
Profit after taxation 308 503 811 235 156 391
-------- -------- -------- -------- -------- --------
Profit and total comprehensive
income for the year 308 503 811 235 156 391
-------- -------- -------- -------- -------- --------
Basic & diluted earnings
per share 9 1.03p 1.67p 2.70p 0.78p 0.51p 1.29p
-------- -------- -------- -------- -------- --------
The total column of this statement is the Statement of
Comprehensive Income of the Company prepared in accordance with
International Financial Reporting Standards (IFRS). The
supplementary revenue return and capital columns have been prepared
in accordance with the Association of Investment Companies
Statement of Recommended Practice (AIC SORP).
All revenue and capital items in the above statement derive from
continuing operations.
This Statement of Comprehensive Income includes all recognised
gains and losses.
The accompanying notes are an integral part of these
statements.
Balance Sheet
at 28 February 2014
Year ended Year ended
28 February
28 February 2014 2013
----------------- ------------
GBP'000 GBP'000
Non Current Assets
Financial assets at fair
value through profit
or loss 10 26,071 26,467
----------------- ------------
Current assets
Receivables 11 352 301
Cash and cash equivalents 12 61 459
413 760
----------------- ------------
Total assets 26,484 27,227
----------------- ------------
Current liabilities
Payables and accrued
expenses 13 257 262
257 262
----------------- ------------
Net Assets 26,227 26,965
================= ============
Equity attributable to
equity holders of the
Company
Share capital 14 301 302
Special distributable
reserve 25,973 27,342
Share redemption reserve 1 -
Capital reserve (356) (859)
Revenue reserve 308 180
Total equity 26,227 26,965
================= ============
Net asset value per share
(pence) 16 87.05p 89.35p
----------------- ------------
The statements were approved by the Directors and authorised for
issue on 14 May 2014 and are signed on their behalf by:
Robin Morrison
Chairman
14 May 2014
Company registration number 6985211.
The accompanying notes are an integral part of this
statement.
Statement of Changes in Shareholders' Equity
For the year ended 28 February 2014
Special Share
Issued Distributable Redemption Capital Revenue
Capital Reserve Reserve Reserve Reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Year ended 28 February
2014
Opening balance 302 27,342 - (859) 180 26,965
-------- -------------- ----------- -------- -------- --------
Purchase of own shares (1) (40) 1 - - (40)
Dividends paid - (1,329) - - (180) (1,509)
--------
Transactions with owners (1) (1,369) 1 - (180) (1,549)
-------- -------------- ----------- -------- -------- --------
Profit after tax - - - 503 308 811
Total comprehensive profit
for the year - - - 503 308 811
-------- -------------- ----------- -------- -------- --------
Balance at 28 February
2014 301 25,973 1 (356) 308 26,227
======== ============== =========== ======== ======== ========
Capital reserve consists
of:
Investment holding gains 878
Other realised losses (1,234)
(356)
========
Year ended 28 February
2013
Opening balance 302 28,341 - (1,015) (55) 27,573
-------- -------------- ----------- -------- -------- --------
Dividends paid - (999) - - - (999)
--------
Transactions with owners - (999) - - - (999)
-------- -------------- ----------- -------- -------- --------
Profit after tax - - - 156 235 391
Total comprehensive profit
for the year - - - 156 235 391
-------- -------------- ----------- -------- -------- --------
Balance at 28 February
2013 302 27,342 - (859) 180 26,965
======== ============== =========== ======== ======== ========
Capital reserve consists
of:
Investment holding gains 287
Other realised losses (1,146)
(859)
========
The capital reserve represents the proportion of Investment
Management fees charged against capital and realised/unrealised
gains or losses on the disposal/revaluation of investments. The
capital reserve is not distributable. The special distributable
reserve was created on court cancellation of the share premium
account. The revenue and special distributable reserves are
distributable by way of dividend.
Statement of Cash Flows
For the year ended 28 February 2014
Year ended Year ended
28 February 2014 28 February 2013
GBP'000 GBP'000
Cash flows from operating activities
Profit before taxation 811 391
Loss arising on the disposal
of investments in the year - 8
(Gain) arising on the revaluation
of investments at the year end (591) (287)
Cash generated by operations 220 112
(Increase) in receivables (51) (123)
(Decrease) in payables and accruals (5) (1)
Net cash flow from operating
activities 164 (12)
----------------- -----------------
Cash flow from investing activities
Purchase of financial assets
at fair value through profit
or loss (3,748) (8,300)
Sales of financial assets at
fair value through profit and
loss 4,735 2,235
Net cash flows from investing
activities 987 (6,065)
----------------- -----------------
Cash flows from financing activities
Purchase of own shares (40) -
Dividends paid (1,509) (999)
Net cash flows from financing
activities (1,549) (999)
----------------- -----------------
Net decrease in cash and cash
equivalents (398) (7,076)
================= =================
Reconciliation of net cash flow
to movements in cash and cash
equivalents
Cash and cash equivalents at
28 February 2013 459 7,535
Net decrease in cash and cash
equivalents (398) (7,076)
Cash and cash equivalents at
28 February 2014 61 459
================= =================
The accompanying notes are an integral part of these
statements.
Notes to the Financial Statements
1. Corporate Information
The Financial Statements of the Company for the year ended 28
February 2014 were authorised for issue in accordance with a
resolution of the Directors on 14 May 2014.
The Company applied for listing on the London Stock Exchange on
29 January 2010.
TP10 VCT plc is incorporated and domiciled in Great Britain and
registered in England and Wales. The address of TP10 VCT plc's
registered office, which is also its principal place of business,
is 4-5 Grosvenor Place, London, SW1X 7HJ.
TP10 VCT plc's Financial Statements are presented in Pounds
Sterling (GBP) which is also the functional currency of the
Company, rounded to the nearest thousand.
The principal activity of the Company is investment. The
Company's investment strategy is to offer combined exposure to cash
or cash based funds and venture capital investments focused on
companies with contractual revenues from financially secure
counterparties.
2. Basis of Preparation and Accounting Policies
Basis of Preparation
After making the necessary enquiries, the Directors confirm that
they are satisfied that the Company has adequate resources to
continue in business for the foreseeable future. The Board receives
regular reports from the Investment Manager and the Directors
believe that, as no material uncertainties leading to significant
doubt about going concern have been identified, it is appropriate
to continue to apply the going concern basis in preparing the
Financial Statements. There are no borrowings or banking facilities
in place nor are they anticipated to be required in future.
The Financial Statements of the Company for the year to 28
February 2014 have been prepared in accordance with International
Financial Reporting Standards ("IFRS") adopted for use in the
European Union and complied with the Statement of Recommended
Practice: "Financial Statements of Investment Trust Companies and
Venture Capital Trusts" (SORP) issued by the Association of
Investment Companies (AIC) in January 2009, in so far as this does
not conflict with IFRS.
The Financial Statements are prepared on a historical cost basis
except that investments are shown at fair value through profit or
loss.
The preparation of Financial Statements in conformity with IFRS
requires management to make judgements, estimates and assumptions
that affect the application of policies and the reported amounts of
assets and liabilities, income and expenses. The estimates and
associated assumptions are based on historical experience and
various other factors believed to be reasonable under the
circumstances, the results of which form the basis of making the
judgements about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ
from these judgements.
The estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of assets and
liabilities relate to:
-- the valuation of unlisted financial investments held at fair
value through profit or loss, which are valued on the basis noted
below (in the section headed non-current asset investments).
-- the recognition or otherwise of accrued income on loan notes
and similar instruments granted to investee companies, which are
assessed in conjunction with the overall valuation of unlisted
financial investments as noted above.
The key judgements made by Directors are in the valuation of
non-current assets. The estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the
revision affects that period or in the period of revision and
future periods if the revision affects both current and future
periods. The carrying value of investments is disclosed in note
10.
The Directors do not believe that there are any further key
judgements made in applying accounting policies or estimates in
respect of the Financial Statements.
These Financial Statements have been prepared in accordance with
the accounting policies set out below which are based on the
recognition and measurement principles of IFRS in issue as adopted
by the European Union (EU).
These accounting policies have been applied consistently in
preparing these Financial Statements.
Standards issued but not yet effective
The following new standards, amendments to standards and
interpretations are not yet effective for the year ended 28
February 2014, and have not been applied in preparing these
Financial Statements.
-- IFRS 9 Financial Instruments (no mandatory effective date)
-- IAS 27 (revised), Separate Financial Statements (IASB effective date 1 January 2013)
-- Investment Entities - Amendments to IFRS 10, IFRS 12 and IAS
27 (effective 1 January 2014)
-- Offsetting Financial Assets and Financial Liabilities -
Amendments to IAS 32 (effective 1 January 2014)
-- Recoverable Amount Disclosures for Non-Financial Assets
(Amendments to IAS 36) (effective 1 January 2014)
-- Novation of Derivatives and Continuation of Hedge Accounting
(Amendments to IAS 39) (effective 1 January 2014)
-- Annual Improvements to IFRSs 2010-2012 Cycle (effective 1 July 2014)
-- Annual Improvements to IFRSs 2011-2013 Cycle (effective 1 July 2014)
All of these changes will be applied by the Company from the
effective date but none of them are expected to have a significant
impact on the Company's Financial Statements.
Presentation of Statement of Comprehensive Income
In order better to reflect the activities of a Venture Capital
Trust, and in accordance with the guidance issued by the
Association of Investment Companies, supplementary information
which analyses the Statement of Comprehensive Income between items
of a revenue and capital nature has been presented alongside the
Income Statement.
Capital Management
Capital management is monitored and controlled using the
internal control procedures set out on page 23. The capital being
managed includes equity and fixed interest VCT qualifying
investments, cash balances and liquid resources including debtors
and creditors.
The Company's objectives when managing capital are:
-- to safeguard its ability to continue as a going concern, so
that it can continue to provide returns to shareholders and
benefits for other stakeholders;
-- to ensure sufficient liquid resources are available to meet
the funding requirements of its investments and to fund new
investments where identified.
The Company has no external debt; consequently all capital is
represented by the value of share capital, distributable and other
reserves. Total Shareholder equity at 28 February 2014 was GBP26.2
million (2013: GBP27.0 million).
Non-Current Asset Investments
The Company invests in financial assets with a view to profiting
from their total return through income and capital growth. These
investments are managed and their performance is evaluated on a
fair value basis in accordance with the investment policy detailed
in the Strategic Report on page 3 and information about the
portfolio is provided internally on that basis to the Company's
Board of Directors. Accordingly upon initial recognition the
investments are designated by the Company as "at fair value through
profit or loss" in accordance with IAS39 "Financial instruments
recognition and measurement". They are included initially at fair
value, which is taken to be their cost (excluding expenses
incidental to the acquisition which are written off in the
Statement of Comprehensive Income and allocated to "capital" at the
time of acquisition). Subsequently the investments are valued at
"fair value" which is the price that would be received to sell an
asset or paid to transfer a liability (exit price) in an orderly
transaction between market participants at the measurement date.
This is measured as follows:
-- unlisted investments are fair valued by the Directors in
accordance with the International Private Equity and Venture
Capital Valuation Guidelines. Fair value is established by using
measurements of value such as price of recent transactions,
discounted cash flows, cost, and initial cost of investment.
-- listed investments are fair valued at bid price on the relevant date.
Money market funds are valued based on the bid price quoted on
the balance sheet date.
Where securities are designated upon initial recognition as at
fair value through profit or loss, gains and losses arising from
changes in fair value are included in the Statement of
Comprehensive Income for the year as capital items in accordance
with the AIC SORP. The profit or loss on disposal is calculated net
of transaction costs of disposal.
Investments are recognised as financial assets on legal
completion of the investment contract and are de-recognised on
legal completion of the sale of an investment.
Income
Investment income includes interest earned on bank balances and
money market funds and includes income tax withheld at source.
Dividend income is shown net of any related tax credit and is
brought into account on the ex-dividend date.
Fixed returns on investment loans, debt and money market funds
are recognised on a time apportionment basis so as to reflect the
effective yield, provided there is no reasonable doubt that payment
will be received in due course.
Expenses
All expenses are accounted for on the accruals basis. Expenses
are charged to revenue with the exception of the investment
management fee which has been charged 75% to the revenue account
and 25% to the capital account (2013: 75% revenue, 25% capital) to
reflect, in the Directors' opinion, the expected long term split of
returns in the form of income and capital gains respectively from
the investment portfolio.
Taxation
Corporation tax payable is applied to profits chargeable to
corporation tax, if any, at the current rate in accordance with IAS
12 "Income Taxes". The tax effect of different items of income/gain
and expenditure/loss is allocated between capital and revenue on
the "marginal" basis as recommended by the SORP.
In accordance with IAS 12, deferred tax is recognised using the
balance sheet method providing for temporary differences between
the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes. A
deferred tax asset is recognised to the extent that it is probable
that future taxable profits will be available against which the
temporary difference can be utilised. Deferred tax is measured at
the tax rates that are expected to be applied to the temporary
differences when they reverse, based on the laws that have been
enacted or substantively enacted by the reporting date. The
Directors have considered the requirements of IAS 12 and do not
believe that any provision should be made.
Financial Instruments
The Company's principal financial assets are its investments and
the accounting policies in relation to those assets are set out
above. Financial liabilities and equity instruments are classified
according to the substance of the contractual arrangements entered
into. An equity instrument is any contract that evidences a
residual interest in the assets of the entity after deducting all
of its financial liabilities. Where the contractual terms of share
capital do not have any terms meeting the definition of a financial
liability then this is classed as an equity instrument. Dividends
and distributions relating to equity instruments are debited direct
to equity.
Issued Share Capital
Ordinary shares are classified as equity because they do not
contain an obligation to transfer cash or another financial asset.
Issue costs associated with the allotment of shares have been
deducted from the share premium account in accordance with IAS
32.
Cash and Cash Equivalents
Cash and cash equivalents representing cash available at less
than 3 months' notice are classified as loans and receivables under
IAS 39.
Reserves
The revenue reserve (retained earnings) and capital reserve
reflect the guidance in the AIC SORP. The capital reserve
represents the proportion of Investment Management fees charged
against capital and realised/unrealised gains or losses on the
disposal/revaluation of investments. The capital reserve is not
distributable. The special distributable reserve was created on
court cancellation of the share premium account. The revenue and
special distributable reserve are distributable by way of
dividend.
3. Segmental Reporting
The Company only has one class of business, being investment
activity. All revenues and assets are generated and held in the
UK.
4. Investment Income
28 February 2014 28 February 2013
---------------------------- ----------------------------
Rev. Cap. Total Rev. Cap. Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Interest receivable on cash
and cash equivalents 1 - 1 2 - 2
Dividends receivable on money
market funds - - - 1 - 1
Short term loan interest - - - 18 - 18
Loan stock interest 997 - 997 891 - 891
998 - 998 912 - 912
-------- -------- -------- -------- -------- --------
5. Investment Management Fees
Triple Point Investment Management LLP provides investment
management and administration services to the Company under an
Investment Management Agreement effective 29 January 2010. The
agreement provides for an administration and investment management
fee of 2.50% per annum of net assets calculated and payable
quarterly in arrear and runs for a period of 5 years and may be
terminated at any time thereafter by not less than twelve months'
notice given by either party. Should notice of termination be
given, the Investment Manager would perform its duties under the
Investment Management Agreement and receive its management fee
during the notice period.
6. Legal and Professional Fees
Legal and professional fees include remuneration paid to the
Company's auditor, Grant Thornton UK LLP as shown in the following
table:
` Year ended Year ended
28 February 2014 28 February 2013
---------------------------- ----------------------------
Rev. Cap. Total Rev. Cap. Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Fees payable to the Company's
auditor:
for the audit of the Company
accounts 20 - 20 20 - 20
for taxation compliance services 2 - 2 5 - 5
22 - 22 25 - 25
-------- -------- -------- -------- -------- --------
7. Directors' Remuneration
The only remuneration received by the Directors was their
Directors' fees. The Company has no employees other than the
Non-Executive Directors. The average number of Non-Executive
Directors in the year was three. Full disclosure of Directors'
remuneration is included in the Directors' Remuneration report.
Year ended Year ended
28 February 2014 28 February 2013
---------------------------- ----------------------------
Rev. Cap. Total Rev. Cap. Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Robin Morrison, Chairman 15 - 15 15 - 15
Robert Reid 13 - 13 13 - 13
Alexis Prenn 12 - 12 12 - 12
40 - 40 40 - 40
-------- -------- -------- -------- -------- --------
8. Taxation
Capital gains and losses are exempt from corporation tax due to
the Company's status as a Venture Capital Trust.
Year ended Year ended
28 February 2014 28 February 2013
---------------------------- ----------------------------
Rev. Cap. Total Rev. Cap. Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Profit on ordinary activities
before tax 385 426 811 282 109 391
-------- -------- -------- -------- -------- --------
Corporation tax @ 20% 77 85 162 56 22 78
Effect of:
Utilisation of tax losses
b/fwd - (44) (44) (9) (13) (22)
Capital (gains) not taxable - (118) (118) - (56) (56)
Tax charge/credit for the
period 77 (77) - 47 (47) -
-------- -------- -------- -------- -------- --------
Excess Management charges of GBP864,500 (2013: GBP1,084,969)
have been carried forward at 28 February 2014 and are available for
offset against future taxable income subject to agreement with HM
Revenue & Customs.
9. Earnings per Share
The earnings per share is based on a profit from ordinary
activities after tax of GBP811,219 (2013: GBP390,744), and on the
weighted average number of shares in issue during the year of
30,151,987 (2013: 30,178,014).
The table below shows the calculation of the weighted average
number of shares.
Shares No. of Weighted
Issued Days Average
01-Mar-13 30,178,014 365 30,178,014
23-Aug-13 (50,000) 190 (26,027)
----------- ------- -----------
28-Feb-14 30,128,014 365 30,151,987
----------- ------- -----------
10. Financial Assets at Fair Value through Profit or Loss
Investments
Fair Value Hierarchy:
Level 1: quoted prices on active markets for identical assets or
liabilities. The fair value of financial instruments traded on
active markets is based on quoted market prices at the balance
sheet date. A market is regarded as active where the market in
which transactions for the asset or liability takes place with
sufficient frequency and volume to provide pricing information on
an ongoing basis.. The quoted market price used for financial
assets held by the Company is the current bid price. These
instruments are included in level 1.
Level 2: the fair value of financial instruments that are not
traded on active markets is determined by using valuation
techniques. These valuation techniques maximise the use of
observable inputs including market data where it is available
either directly or indirectly and rely as little as possible on
entity specific estimates. If all significant inputs required to
fair value an instrument are observable, the instrument is included
in level 2.
Level 3: the fair value of financial instruments that are not
traded on an active market (for example, investments in unquoted
companies) is determined by using valuation techniques such as
discounted cash flows. If one or more of the significant inputs is
based on unobservable inputs including market data, the instrument
is included in level 3.
There have been no transfers between these classifications in
the period. Any change in fair value is recognised through the
Statement of Comprehensive Income.
Further details of these investments are provided in the
Investment Manager's Review and Investment Portfolio.
The Company's Investment Manager performs valuations of
financial items for financial reporting purposes, including Level 3
fair values. Valuation techniques are selected based on the
characteristics of each instrument, with the overall objective of
maximising the use of market-based information.
Level 3 valuations include assumptions based on non-observable
data with the majority of investments being valued on discounted
cash flows or the price of recent transactions.
Consideration has been given whether the effect of changing one
or more inputs to reasonably possible alternative assumptions would
result in a significant change to the fair value measurement. Each
unquoted portfolio company has been reviewed in order to identify
the sensitivity of the valuation methodology to using alternative
assumptions. Where discount rates have been applied alternative
discount rates have been considered. Two alternative scenarios for
each investment have been modelled, a more prudent assumption
(downside case) and a more optimistic assumption (upside case).
Applying the downside alternative, the aggregate value of the
unquoted investments would be GBP0.8 million or 3.8 per cent lower.
Using the upside alternative the aggregate value of the unquoted
investments would be GBP2 million or 9 per cent higher
Movements in investments held at fair value through the profit
or loss during the year to 28 February 2014 were as follows:
Level 1 Level 3
Quoted Unquoted
Investments Investments Total
GBP'000 GBP'000 GBP'000
Year ended 28 February 2014
Opening Cost - 26,180 26,180
Opening investment holding gains - 287 287
Opening fair value at 1 March 2013 - 26,467 26,467
Purchases at cost - 3,748 3,748
Disposal proceeds - (4,735) (4,735)
Gains arising from the disposal of
investment - - -
Investment holding Gains - 591 591
Closing fair value at 28 February
2014 - 26,071 26,071
============ ============ ========
Closing cost - 25,193 25,193
Closing investment holding gains - 878 878
------------ ------------ --------
Year ended 28 February 2013
Opening Cost 295 19,828 20,123
Opening fair value at 1 March 2012 295 19,828 20,123
Purchases at cost - 8,300 8,300
Disposal proceeds (295) (1,940) (2,235)
Losses arising from the disposal of
investment - (8) (8)
Investment holding Gains - 287 287
Closing fair value at 28 February
2013 - 26,467 26,467
============ ============ ========
Closing cost - 26,180 26,180
Closing investment holding gains - 287 287
------------ ------------ --------
At 28 February 2014 the fair value of Drumnahare Biogas Ltd
reflects the proceeds received in relation to the equity element of
the investment which was disposed of subsequent to the year
end.
All investments are designated as fair value through the profit
or loss at the time of acquisition and all capital gains or losses
arising on investments are so designated. Given the nature of the
Company's venture capital investments, the changes in fair values
of such investments recognised in these Financial Statements are
not considered to be readily convertible to cash in full at the
balance sheet date and accordingly any gains or losses on these
items are treated as unrealised.
11. Receivables
28 February 28 February
2014 2013
GBP'000 GBP'000
Receivables 302 270
Accrued income 44 24
Prepaid expenses 6 7
352 301
------------ ------------
12. Cash and Cash Equivalents
Cash and cash equivalents comprise deposits with The Royal Bank
of Scotland plc.
13. Payables and Accrued Expenses
28 February 28 February
2014 2013
GBP'000 GBP'000
Payables - 1
Other taxation and
social security 4 4
Accruals and deferred
income 253 257
257 262
------------ ------------
14. Share Capital
28 February 29 February
2014 2013
Ordinary Shares of 1p
Authorised
Number of shares 60,000,000 60,000,000
Par Value GBP'000 600 600
Issued & Fully Paid
Number of shares 30,128,014 30,178,014
Par Value GBP'000 301 302
On 23 August 2013 50,000 Ordinary Shares were purchased by the
Company for cancellation.
15. Financial Instruments and Risk Management
The Company's financial instruments comprise VCT qualifying
investments, cash balances and liquid resources including debtors
and creditors. The Company holds financial assets in accordance
with its investment policy detailed in the Strategic Report on page
2.
The following table discloses the financial assets and
liabilities of the Company in the categories defined by
IAS 39, "Financial Instruments; Recognition &
Measurement."
Fair value
Loan and Amortised through profit
Total value receivables cost or loss
GBP'000 GBP'000 GBP'000 GBP'000
28 February 2014
Assets:
Financial assets at
fair value through profit
or loss 26,071 - - 26,071
Receivables 302 302 - -
Accrued income 44 44
Cash and cash equivalents 61 61 - -
26,478 407 - 26,071
------------ ------------- ---------- ----------------
Liabilities:
Other payables - - - -
Taxation payable 4 4
Accrued expenses 188 - 188 -
192 - 192 -
------------ ------------- ---------- ----------------
28 February 2013
Assets:
Financial assets at
fair value through profit
or loss 26,467 - - 26,467
Receivables 270 270 - -
Accrued income 24 24 - -
Cash and cash equivalents 459 459 - -
27,220 753 - 26,467
------------ ------------- ---------- ----------------
Liabilities:
Other payables 1 - 1 -
Taxation payable 4 - 4 -
Accrued expenses 190 - 190 -
195 - 195 -
------------ ------------- ---------- ----------------
Fixed Asset Investments (see note 10) are valued at fair value.
Unquoted investments are carried at fair value as determined by the
Directors in accordance with current venture capital industry
guidelines. The fair value of all other financial assets and
liabilities is represented by their carrying value in the balance
sheet. The Directors believe that where an investee company's
enterprise value, which is equivalent to fair value, remains
unchanged since acquisition, then that investment should continue
to be held at cost less any loan repayments received. Where they
consider the investee company's enterprise value has changed since
acquisition, that should be reflected by the investment being held
at a value measured using a discounted cash flow model.
In carrying out its investment activities, the Company is
exposed to various types of risk associated with the financial
instruments and markets in which it invests. The Company's approach
to managing its risks is set out below together with a description
of the nature of the financial instruments held at the balance
sheet date.
Market Risk
The Company's VCT qualifying investments are held in small and
medium-sized unquoted investments which, by their nature, entail a
higher level of risk and lower liquidity than investments in large
quoted companies. The Directors and Investment Manager aim to limit
the risk attached to the portfolio as a whole by careful selection
and timely realisation of investments, by carrying out rigorous due
diligence procedures and by maintaining a spread of holdings in
terms of industry sector and geographical location. The Board
reviews the investment portfolio with the Investment Manager on a
regular basis. Details of the Company's investment portfolio at the
balance sheet date are set out on pages 9 to 15.
An increase of 1% in the value of investments would increase the
capital profits for the period and the net asset value at 28
February 2014 by GBP261,000. A decrease of 1% would reduce the
capital profits and net asset value by the same amount. A movement
of 1% is used as a multiple to demonstrate the impact of varying
changes on the capital profits and net asset value of the
Company.
Interest Rate Risk
Some of the Company's financial assets are interest bearing, of
which some are at fixed rates and some at variable rates. As a
result, the Company is exposed to interest rate risk arising from
fluctuations in the prevailing levels of market interest rates.
Investments made into qualifying holdings are part equity and
part loan. The loan element of investments totals GBP14,177,500
(2013: GBP15,453,000) and is subject to fixed interest rates for
the five year loan terms and as a result there is no cashflow
interest rate risk. As the loans are held in conjunction with
equity and are valued in combination as part of the enterprise
value, fair value risk is considered part of market risk.
The amounts held in variable rate investments at the balance
sheet date are as follows:
28 February 28 February
2014 2013
GBP'000 GBP'000
Cash on Deposit 61 459
61 459
------------ ------------
An increase in interest rates of 1% per annum would not have a
material effect either on the revenue for the year or the net asset
value at 28 February 2014. The Board believes that in the current
economic climate a movement of 1% is a reasonable expectation.
Credit Risk
Credit risk is the risk that a counterparty will fail to
discharge an obligation or commitment that it has entered into with
the Company. The Investment Manager and the Board carry out a
regular review of counterparty risk. The carrying value of the
financial assets represent the maximum credit risk exposure at the
balance sheet date.
28 February 28 February
2014 2013
GBP'000 GBP'000
Non-Qualifying Investments 3,805 3,292
Qualifying Investments
- loans 14,178 15,453
Cash on Deposit 61 459
Receivables 346 294
18,390 19,498
------------ ------------
The Company's bank accounts are maintained with The Royal Bank
of Scotland plc ("RBS"). Should the credit quality or financial
position of RBS deteriorate significantly, the Investment Manager
will move the cash holdings to another bank.
Credit risk arising on unquoted loan stock held within unlisted
investments is considered to be part of market risk as disclosed
above.
Liquidity Risk
The Company's financial assets include investments in unquoted
equity securities which are not traded on a recognised stock
exchange and which are illiquid. As a result the Company may not be
able to realise some of its investments in these instruments
quickly at an amount close to their fair value in order to meet its
liquidity requirements.
The Company's liquidity risk is managed on a continuing basis by
the Investment Manager in accordance with policies and procedures
laid down by the Board. The Company's overall liquidity risks are
monitored by the Board on a quarterly basis.
The Board maintains a liquidity management policy where cash and
future cash flows from operating activities will be sufficient to
pay expenses. At 28 February 2014 cash held by the Company amounted
to GBP61,000 (28 February 2013: GBP459,000).
Foreign Currency Risk
The Company does not have exposure to material foreign currency
risks.
16. Net Asset Value per Share
The calculation of net asset value per share is based on net
assets of GBP26,227,000 (2013: GBP26,965,000) divided by the
30,128,014 (2013: 30,178,014) shares in issue.
17. Commitments and Contingencies
The Company has no outstanding commitments or contingent
liabilities.
18. Relationship with Investment Manager
During the period, TPIM received GBP659,000 which has been
expensed (2013: GBP677,854), for providing management and
administrative services to the Company. At 28 February 2014
GBP161,918 was owing to TPIM (2013: GBP168,577).
19. Related Party Transactions
There are no related party transactions which require
disclosure.
20. Post Balance Sheet Events
There have been no post balance sheet events since the year
end.
21. Dividend
On 12 July 2013 the Company paid its second dividend of GBP1
million equal to 3.31p per share. On 31 January 2014 the Company
paid a third dividend of GBP509,000 equal to 1.69p per share.
The Board has resolved to pay a dividend to shareholders of GBP1
million equal to 3.31p per share which will be paid on 25 July 2014
to shareholders on the register on 11 July 2014.
Notice of Annual General Meeting
NOTICE is hereby given that the Annual General Meeting of TP10
VCT plc will be held at 18 St Swithin's Lane, London, EC4N 8AD at
11.30 am on Thursday, 24 July 2014 for the following purposes:
Ordinary Business
1. To receive, consider and adopt the Report of the Directors
and Financial Statements for the year ended 28 February 2014
(Ordinary Resolution).
2. To approve the Directors' Remuneration Report for the year
ended 28 February 2014 (Ordinary Resolution).
3. To approve the Directors' Remuneration Policy (Ordinary
Resolution).
4. To re-elect Robert Reid as a Director (Ordinary
Resolution).
5. To re-elect Robin Morrison as a Director (Ordinary
Resolution).
6. To re-appoint Grant Thornton UK LLP as auditor and authorise
the Directors to agree their remuneration (Ordinary
Resolution).
Special Business
7. That the Company be and is hereby authorised in accordance
with S701 of the Companies Act 2006 (the "Act") to make one or more
market purchases (as defined in S693(4) of the Act) of Ordinary
shares of 1 pence each in the Company provided that:
(i) the maximum aggregate number of Ordinary shares authorised
to be purchased is an amount equal to 10% of the issued capital as
at the date hereof;
(ii) the minimum price which may be paid for an Ordinary share
is 1 pence; and
(iii) the maximum price, exclusive of expenses, that may be paid
for an Ordinary share shall not be more than 105% of the average of
the middle market prices for the Ordinary shares as derived from
the Daily Official List of the UK Listing Authority for the five
business days immediately preceding the day on which the Ordinary
share is purchased.
This authority shall expire at the conclusion of the next Annual
General Meeting of the Company or 15 months following the date of
the passing of this Resolution, whichever is the first to occur
(unless previously renewed, varied or revoked by the Company in
general meeting), provided that the Company may, before such
expiry, make a contract to purchase its own shares which would or
might be executed wholly or partly after such expiry, and the
Company may make a purchase of its own shares in pursuance of such
contract as if the authority hereby conferred had not expired
(Special Resolution).
8. That, in addition to existing authorities, the Directors of
the Company be and hereby are generally and unconditionally
authorised in accordance with Section 551 of the Act to exercise
all the powers of the Company to allot and issue shares in the
capital of the Company and to grant rights to subscribe for or to
convert any security into shares in the Company up to an aggregate
nominal amount of GBP30,200, provided that the authority conferred
by this Resolution 8 shall expire on the conclusion of the Annual
General Meeting of the Company to be held in 2015 (unless renewed,
varied or revoked by the Company in a general meeting) but so that
this authority shall allow the Company to make before the expiry of
this authority offers or agreements which would or might require
shares to be allotted or rights to be granted after such expiry
(Special Resolution).
9. That, the Directors of the Company be and hereby are
empowered pursuant to Sections 570 and 573 of the Act to allot or
make offers to or agreements to allot equity securities (which
expression shall have the meaning ascribed to it in Section 560(1)
of the Act) for cash pursuant to the authority given pursuant to
resolution 8, as if Section 561(1) of the CA 2006 did not apply to
such allotment, provided that the power provided by this Resolution
9 shall expire on the conclusion of the Annual General Meeting of
the Company to be held in 2015 (unless renewed, varied or revoked
by the Company in general meeting)(Special Resolution).
10. That, subject to approval of the High Court of Justice, the
amount standing to the credit of the share premium account of the
Company at the date of the Court Order granting the cancellation is
made, be approved (Special Resolution).
By Order of the Board
Robin Morrison
Director
Registered Office:
4-5 Grosvenor Place
London, SW1X 7HJ 14 May 2014
Notes:
(i) A member entitled to vote at the Meeting is entitled to
appoint one or more proxies to attend and, on a poll, vote on his
or her behalf. A proxy need not be a member of the Company.
(ii) A form of proxy is enclosed. To be effective, the
instrument appointing a proxy (together with the power of attorney
or other authority, if any, under which it is signed, or a
certified copy of such power or authority) must be deposited at or
posted to the office of the registrars of the Company, Neville
Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West
Midlands B63 3DA, so as to be received not less than 48 hours
before the time fixed for the Meeting. Completion and return of the
form of proxy will not preclude a member from attending or voting
at the Meeting in person if he or she so wishes.
(iii) Members who hold their shares in uncertificated form must
be entered in the Company's register of Members 48 hours before the
Meeting to be entitled to attend or vote at the Meeting. Such
shareholders may only cast votes in respect of Ordinary Shares held
by them at such time.
(iv) Copies of the service contracts of each of the Directors,
the register of Directors' interests in shares of the Company kept
in accordance with the Listing Rules and a copy of the Memorandum
and Articles of Association of the Company, will be available for
inspection at the registered offer of the Company during usual
business hours on any week day (Saturdays, Sundays and public
holidays excepted) from the date of this notice until the date of
the Annual General Meeting and at the place of the Annual General
Meeting from at least 15 minutes prior to and until the conclusion
of the Annual General Meeting.
Form of Proxy
Relating to the 2014 Annual General Meeting of TP10 VCT plc
I/We..........................................................................................................................................
BLOCK CAPITALS PLEASE - Name in which shares registered
of.............................................................................................................................................
................................................................................................................................................
or failing him/her the Chairman of the meeting to be my/our
proxy and vote for me/us on my/our behalf at the Annual General
Meeting of the Company to be held on 11.30am on Thursday 24 July
2014, notice of which was sent to shareholders with the Directors'
Report and the accounts for the period ended 28 February 2014, and
at any adjournment thereof. The proxy will vote as indicated below
in respect of the resolutions set out in the notice of meeting:
Resolution number For Against Withheld
---------------------------------------------------- ---- -------- ---------
1. To receive, consider and adopt the
Report of the Directors and the Financial
Statements for the year ended 28 February
2014.
---- ---------------------------------------------- ---- -------- ---------
2. To approve the Directors' Remuneration
Report for the year ended 28 February
2014.
---- ---------------------------------------------- ---- -------- ---------
3. To approve the Directors' Remuneration
Policy.
---- ---------------------------------------------- ---- -------- ---------
4. To re-elect Robert Reid as a Director.
---- ---------------------------------------------- ---- -------- ---------
5. To re-elect Robin Morrison as a Director.
---- ---------------------------------------------- ---- -------- ---------
6. To re-appoint Grant Thornton UK LLP
as auditor and authorise the Directors
to agree their remuneration.
---- ---------------------------------------------- ---- -------- ---------
7. To authorise the Directors to make
market purchases of the Company's
own shares (Special Resolution).
---- ---------------------------------------------- ---- -------- ---------
8. To authorise the Directors to allot
and issue shares in the capital of
the Company (Special Resolution).
---- ---------------------------------------------- ---- -------- ---------
9. To disapply pre-emption rights in
relation to the issue of shares (Special
Resolution).
---- ---------------------------------------------- ---- -------- ---------
10. To approve the cancellation of the
share premium account. (Special Resolution).
---- ---------------------------------------------- ---- -------- ---------
Signed:
.......................................................................
Dated: ................................................ ..2014
Notes
1. A member wishing to appoint a person other than the Chairman
of the meeting as proxy should insert the name and address of such
person in the space provided.
2. Use of the proxy form does not preclude a member from attending and voting in person.
3. Where this form of proxy is executed by a corporation it must
be either under its seal or under the hand of an officer or
attorney duly authorised.
4. If the proxy form is signed and returned without any
indication as to how the proxy shall vote, the proxy will exercise
his/her discretion as to whether and how he/she votes.
5. To be valid, the proxy form must be received by Neville
Registrars at Neville House, 18 Laurel Lane, Halesowen, West
Midlands B63 3DA no later than 48 hours before the commencement of
the meeting.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR QZLFFZEFXBBF
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