TIDMIEVC 
 
 

INGENIOUS ENTERTAINMENT VCT 2 PLC

 

21 August 2013

 

Half-yearly results for the six months to 30 June 2013

 

INTERIM MANAGEMENT REPORT

 

We are delighted to present the half-yearly financial report of Ingenious Entertainment VCT 2 plc (the Company) covering the six months ended 30 June 2013 (the Reporting Period).

 

Overview of Activities

 

The Company has now completed the investment strategy for its Ordinary, C and D share classes and is fully invested under VCT regulations in respect of these share classes. The Manager will now focus upon maximising the returns from the investments made from those share classes.

 

The Company continues to actively source and review investment opportunities for its remaining share classes and two investments were made during the six month period by the C, E and F share classes.

 

The first investment was made from the E and F share classes into Saturn Star Limited for GBP1,500,000 (GBP750,000 by the Company and GBP750,000 by Ingenious Entertainment VCT 1 plc). Saturn Star Limited was incorporated to stage the first As One In The Park music festival. The event took place in early May and plans are already in place to stage the second festival.

 

The second investment was made from the C, E and F share classes into Hop Farm Comedy Limited, a company that has been set up to stage a number of comedy based festivals during the summer of 2014. The investment amount was GBP1,750,000 (GBP875,000 by the Company and GBP875,000 by Ingenious Entertainment VCT 1 plc).

 

The Ordinary share class reached its five year anniversary on 31 July 2013. The following investments in the Ordinary share class were held at the Balance Sheet date, but realised by the Company in July 2013: DRG Media Assets Limited, Golfmania Limited and Jetstream Events Limited. All other investments in the Ordinary share class had been realised prior to the Balance Sheet date. On 8 August 2013, the Company paid a dividend of 53p per Ordinary share.

 

Fund Raising

 

In December 2012, Ingenious Entertainment VCT 2 plc and Ingenious Entertainment VCT 1 plc (the Ingenious Entertainment VCTs) launched the offer for subscription for H shares. At 31 July 2013, a combined total of GBP4.2 million across the Ingenious Entertainment VCTs had been raised. The Ingenious Entertainment VCTs have now raised approximately GBP60 million through all share classes.

 

Results

 

The Ordinary shares, C shares, D shares, E shares, F shares, G shares and H shares are all accounted for as separate pools of funds necessitating separate reporting.

 

Each of the share classes, apart from the F share class, reported a loss, as expected. This is a reflection of the running costs as well as the fact that there were no significant fluctuations in the fair value of investments during the Reporting Period.

 

The Ordinary shares made a loss on ordinary activities of GBP22,000 (31 December 2012: loss of GBP139,000; 30 June 2012: loss of GBP82,000). The C shares made a loss of GBP12,000 (31 December 2012: loss of GBP73,000; 30 June 2012: loss of GBP41,000). The D shares made a loss of GBP34,000 (31 December 2012: loss of GBP169,000; 30 June 2012: loss of GBP102,000). The E shares made a loss of GBP31,000 (31 December 2012: loss of GBP56,000; 30 June 2012: loss of GBP27,000). The F shares made a profit of GBP5,000 (31 December 2012: loss of GBP16,000; 30 June 2012: loss of GBP12,000). The G shares made a loss of GBP47,000 (31 December 2012: loss of GBP81,000; 30 June 2012: loss of GBP49,000). The H shares made a loss of GBP23,000 (31 December 2012: N/A; 30 June 2012: N/A).

 

The unaudited net asset value per Ordinary share as at 30 June 2013 was 54.6 pence (31 December 2012: 74.8 pence; 30 June 2012: 75.4 pence) although this is after the deduction of an interim dividend of 20.0 pence per share in the Reporting Period and the deduction of a total of 15.0 pence per share in previous periods. The net asset value including distributions to 30 June 2013 was therefore 89.6 pence per share (31 December 2012: 89.8 pence per share; 30 June 2012: 90.4 pence per share). On 8 August 2013, a dividend of 53 pence was paid to shareholders.

 

The unaudited net asset value per C share is 63.4 pence (31 December 2012: 68.8 pence; 30 June 2012: 70.0 pence) although this is after the deduction of an interim dividend of 5.0 pence per share in the Reporting Period and the deduction of a total of 15.0 pence per share in previous periods. The net asset value including distributions to date is therefore 83.4 pence per share (31 December 2012: 83.8 pence per share; 30 June 2012: 85.0 pence per share).

 

The unaudited net asset value per D share is 73.0 pence (31 December 2012: 78.5 pence; 30 June 2012: 79.5 pence) although this is after the deduction of an interim dividend of 5.0 pence per share in the Reporting Period and the deduction of a total of 10.0 pence per share in previous periods. The net asset value including distributions to date is therefore 88.0 pence per share (31 December 2012: 88.5 pence per share; 30 June 2012: 89.5 pence per share).

 

The unaudited net asset value per E share is 80.0 pence (31 December 2012: 86.1 pence; 30 June 2012: 87.1 pence) although this is after the deduction of an interim dividend of 5.0 pence per share in the Reporting Period and the deduction of a total of 5.0 pence per share in previous periods. The net asset value including distributions to date is therefore 90.0 pence per share (31 December 2012: 91.1 pence per share; 30 June 2012: 92.1 pence per share).

 

The unaudited net asset value per F share is 82.5 pence (31 December 2012: 87.2 pence; 30 June 2012: 87.5 pence) although this is after the deduction of an interim dividend of 5.0 pence per share in the Reporting Period and the deduction of a total of 5.0 pence per share in previous periods. The net asset value including distributions to date is therefore 92.5 pence per share (31 December 2012: 92.2 pence per share; 30 June 2012: 92.5 pence per share).

 

The unaudited net asset value per G share is 87.0 pence (31 December 2012: 93.3 pence; 30 June 2012: 93.8 pence) although this is after the deduction of an interim dividend of 5.0 pence per share in the Reporting Period. The net asset value including distributions to date is therefore 92.0 pence per share (31 December 2012; 93.3 pence per share; 30 June 2012: 93.8 pence per share).

 

The unaudited net asset value per H share is 93.8 pence (31 December 2012: N/A; 30 June 2012: N/A). No dividends have been declared or paid to date.

 

Investment Objective

 

The Company's main objective is to invest in companies established to create and bring to market live events and premium entertainment content which will provide shareholders with an attractive return. This strategy will aim to maximise the opportunities for paying tax-free dividends to shareholders from both the actual income received and capital profits on the sale of investments in the companies that the Ingenious Entertainment VCTs invest in (Investee Companies).

 

The current investment portfolio includes:

 

Festivals

 

Shakedown & SD2

 

Ingenious Entertainment VCT 2 Investment amount: GBP1,250,000

 

(GBP2,500,000 across the Ingenious Entertainment VCTs)

 

In February 2011, the Ingenious Entertainment VCTs invested GBP1,500,000 in Venn Music Ltd to stage and promote new music festivals in conjunction with Matt Priest who has many years' experience in the live sector.

 

The first Shakedown festival was held in Brighton in September 2011 and hosted performances by Razorlight and Example as well as many other popular acts. The 2012 event (Dizzee Rascal, Chase & Status) was critically acclaimed and more than doubled its attendance to 18,000. Shakedown 2013, which will be held on 28 September, looks set to increase sales volumes yet again with performances by Rizzle Kicks, Labrinth and DJ Fresh.

 

In December 2012, the Ingenious Entertainment VCTs made a follow on investment of GBP1,000,000 into Venn Music in order to promote a second day (SD2) at the venue. This second day, which features headline performances by The Wanted and The Saturdays will look to cater for a very different, more family orientated audience, and is expected to help defray the costs of Shakedown and significantly improve the potential profitability of both events. Early indications are that SD2 has been well-received and sales are currently very much on target.

 

Love Supreme Jazz Festival

 

Ingenious Entertainment VCT 2 Investment amount: GBP1,000,000

 

(GBP2,000,000 across the Ingenious Entertainment VCTs)

 

In December 2011, the Ingenious Entertainment VCTs invested GBP2,000,000 in Love Supreme Festival Limited to promote the Love Supreme Jazz Festival.

 

The first Love Supreme Jazz Festival, which is a partnership between the Ingenious Entertainment VCTs, Jazz FM and Neapolitan Music, was staged in early July 2013 and received critical acclaim. The Guardian commented that 'they may have invented the British jazz world's Glastonbury'.

 

A strong talent bill saw performances from Bryan Ferry, Jools Holland, Chic, Esperanza Spalding and Robert Glasper together with a vast array of talent representing jazz at all levels. The Manager is confident that another strong brand is being created and will benefit the shareholders in the longer term.

 

Field Day Festival

 

Ingenious Entertainment VCT 2 Investment Amount: GBP1,000,000

 

(GBP2,000,000 across the Ingenious Entertainment VCTs)

 

In November 2012, the Ingenious Entertainment VCTs invested GBP2,000,000 into Waxarch Limited to promote London's premier festival for up and coming talent, Field Day Festival. The event has increased its attendance over the last three years with in excess of 30,000 people attending each year and has achieved a consistent level of profitability. The Manager believes that Field Day Festival, which has been extremely well-received in the last two years, can continue to increase its footprint with an increased capacity of 40,000 attendees now in place.

 

As One In The Park

 

Ingenious Entertainment VCT 2 Investment Amount: GBP750,000

 

(GBP1,500,000 across the Ingenious Entertainment VCTs)

 

In February 2013, the Ingenious Entertainment VCTs invested into Saturn Star Limited to promote the first gay and alternative lifestyle festival, As One in The Park. The event was held in Victoria Park in early May on the same weekend as Field Day Festival, thereby affording both events the opportunity to save significant sums from economies of scale.

 

The event had a solid attendance of 7,000 customers and was extremely well-received within the gay community. Once again the Manager believes that there is a strong opportunity to develop yet another unique event brand.

 

Hop Farm Comedy Limited

 

Ingenious Entertainment VCT 2 Investment Amount: GBP875,000

 

(GBP1,750,000 across the Ingenious Entertainment VCTs)

 

In March and June 2013, the Ingenious Entertainment VCTs invested a combined total of GBP1,750,000 in Hop Farm Comedy Limited to promote a number of comedy festivals to be held during the course of 2014. It is likely that two events will be held in the first year and, depending upon the commercial success of the brand, further events are likely to be added in due course.

 

The Manager believes that there is a strong opportunity to focus upon a genre such as comedy which has become more popular over the last few years and which attracts strong audience numbers.

 

Conferences

 

Liverpool Sound City Limited

 

Ingenious Entertainment VCT 2 Investment amount: GBP600,000

 

(GBP1,200,000 across the Ingenious Entertainment VCTs)

 

In April 2012, the Ingenious Entertainment VCTs invested GBP1,200,000 in Liverpool Sound City Limited to further expand the Sound City brand both nationally and internationally.

 

Sound City currently runs a profitable three day international music, media and technology conference and live arts and music festival in Liverpool which is held in May each year. The company has also organised international events in both New York and Abu Dhabi and plans to further expand the brand worldwide.

 

The 2013 event, which was held in early May, saw record attendances across both the conference and live events. Plans are in hand to reconfigure the event in 2014 in order to deliver bigger attendance numbers, thereby improving the profitability of the event.

 

Exhibitions

 

Titans of Cricket

 

Ingenious Entertainment VCT 2 Investment amount: GBP1,000,000

 

(GBP2,000,000 across the Ingenious Entertainment VCTs)

 

In June 2011 an investment of GBP2,000,000 was made by the Ingenious Entertainment VCTs into This Is Cricket Limited to promote a new sports event, Titans of Cricket.

 

Titans of Cricket was staged in October 2011 and mixed the best of Twenty20, the Indian Premier League and World Cup Cricket, and combined them in a new show that demonstrated the skills of some of the world's top cricketing stars including Andrew Flintoff and Sanath Jayasuriya. The first event took place at the O2 in London and attracted positive reviews but did not perform well financially.

 

The future of the Titans of Cricket brand remains under review, but it is unlikely that an event will be staged until 2014 at the earliest. A provision has been made in respect of the Company's share of losses to date.

 

Outlook

 

The economic climate remains extremely difficult with discretionary expenditure under continued pressure. Audiences still attend live events in their millions, however, and the Manager believes that it remains capable of sourcing and creating distinctive live event properties that will continue to appeal to individual sectors of the population.

 

The Manager's focus remains very firmly upon ensuring that each investment is carefully sourced and structured in order to balance potential upside against capital risk. We also believe that the Company's strategy, which aims to successfully balance equity risk with a significant level of downside protection through minimum revenue arrangements in respect of each investment, is perfectly suited to the current economic environment whereby shareholders are very much focused upon capital preservation.

 

Ingenious Ventures

 

20 August 2013

 

CONDENSED INCOME STATEMENT (UNAUDITED)

 

for the six months ended 30 June 2013

 
                     Six months ended         Six months ended         Year ended 
                     30 June 2013             30 June 2012             31 December 2012 
                     (unaudited)              (unaudited)              (audited) 
                     Revenue  Capital  Total  Revenue  Capital  Total  Revenue  Capital  Total 
               Note  GBP'000    GBP'000    GBP'000  GBP'000    GBP'000    GBP'000  GBP'000    GBP'000    GBP'000 
Gain                 -        57       57     -        14       14     -        54       54 
on 
disposal 
of 
investments 
Decrease             -        (101)    (101)  -        (184)    (184)  -        (289)    (289) 
in 
fair 
value 
of 
investments 
held 
Investment           195      -        195    161      -        161    318      -        318 
income 
Arrangement          (10)     -        (10)   (30)     -        (30)   (39)     -        (39) 
fees 
Investment           (94)     (94)     (188)  (94)     (94)     (188)  (187)    (187)    (374) 
management 
fees 
Other                (117)    -        (117)  (86)     -        (86)   (204)    -        (204) 
expenses 
Loss                 (26)     (138)    (164)  (49)     (264)    (313)  (112)    (422)    (534) 
on 
ordinary 
activities 
before 
taxation 
Tax                  -        -        -      -        -        -      -        -        - 
on 
ordinary 
activities 
Loss                 (26)     (138)    (164)  (49)     (264)    (313)  (112)    (422)    (534) 
attributable 
to 
equity 
shareholders 
Basic 
and 
diluted 
return 
per 
share 
(pence) 
Ordinary       2     0.4      (0.6)    (0.2)  0.7      (1.5)    (0.8)  1.2      (2.5)    (1.3) 
share 
C share        2     (0.2)    (0.2)    (0.4)  (0.3)    (1.2)    (1.5)  (0.6)    (2.0)    (2.6) 
D share        2     0.3      (0.8)    (0.5)  (0.4)    (1.1)    (1.5)  (0.8)    (1.7)    (2.5) 
E share        2     (0.6)    (0.5)    (1.1)  (0.8)    (0.2)    (1.0)  (1.6)    (0.4)    (2.0) 
F share        2     (0.6)    1.0      0.4    (1.0)    0.2      (0.8)  (2.1)    1.1      (1.0) 
G share        2     (1.1)    (0.3)    (1.4)  (3.2)    (0.4)    (3.6)  (3.6)    -        (3.6) 
H share        2     (2.3)    (0.5)    (2.8)  -        -        -      -        -        - 
 
 

The Company had no recognised gains and losses other than those disclosed above.

 

The total column is the Income Statement of all share classes for the period. The supplementary capital and revenue columns are prepared following guidance published by the Association of Investment Companies (AIC).

 

The accompanying notes form an integral part of these financial statements.

 

The Company had no H shares in issue in the periods to 31 December 2012 or 30 June 2012.

 

NON-STATUTORY ANALYSIS (UNAUDITED) BETWEEN THE ORDINARY, C, D, E, F, G AND H SHARE FUNDS

 

CONDENSED INCOME STATEMENT (UNAUDITED)

 

for the six months ended 30 June 2013

 
                        Ordinary shares          C shares 
                        Revenue  Capital  Total  Revenue  Capital  Total 
                        GBP'000    GBP'000    GBP'000  GBP'000    GBP'000    GBP'000 
Gain on disposal        -        26       26     -        11       11 
of investments 
Decrease in             -        (60)     (60)   -        (9)      (9) 
fair value 
of investments held 
Investment income       104      -        104    17       -        17 
Arrangement fees        -        -        -      -        -        - 
Investment management   (29)     (29)     (58)   (8)      (8)      (16) 
fees 
Other expenses          (34)     -        (34)   (15)     -        (15) 
Profit/(loss)           41       (63)     (22)   (6)      (6)      (12) 
on ordinary 
activities 
before taxation 
Tax on ordinary         -        -        -      -        -        - 
activities 
Profit/(loss)           41       (63)     (22)   (6)      (6)      (12) 
attributable 
to 
equity shareholders 
Basic and diluted       0.4      (0.6)    (0.2)  (0.2)    (0.2)    (0.4) 
return 
per share (pence) 
                        D shares                 E shares 
                        Revenue  Capital  Total  Revenue  Capital  Total 
                        GBP'000    GBP'000    GBP'000  GBP'000    GBP'000    GBP'000 
Gain on disposal        -        6        6      -        4        4 
of investments 
Decrease in             -        (41)     (41)   -        (6)      (6) 
fair value 
of investments held 
Investment income       66       -        66     4        -        4 
Arrangement fees        -        -        -      -        -        - 
Investment management   (22)     (22)     (44)   (11)     (11)     (22) 
fees 
Other expenses          (21)     -        (21)   (11)     -        (11) 
Profit/(loss)           23       (57)     (34)   (18)     (13)     (31) 
on ordinary 
activities 
before taxation 
Tax on ordinary         -        -        -      -        -        - 
activities 
Profit/(loss)           23       (57)     (34)   (18)     (13)     (31) 
attributable 
to 
equity shareholders 
Basic and diluted       0.3      (0.8)    (0.5)  (0.6)    (0.5)    (1.1) 
return 
per share (pence) 
                        F shares                 G shares 
                        Revenue  Capital  Total  Revenue  Capital  Total 
                        GBP'000    GBP'000    GBP'000  GBP'000    GBP'000    GBP'000 
Gain on disposal        -        10       10     -        -        - 
of investments 
Increase in             -        10       10     -        5        5 
fair value 
of investments held 
Investment income       4        -        4      -        -        - 
Arrangement fees        -        -        -      -        -        - 
Investment management   (5)      (5)      (10)   (15)     (15)     (30) 
fees 
Other expenses          (9)      -        (9)    (22)     -        (22) 
(Loss)/profit           (10)     15       5      (37)     (10)     (47) 
on ordinary 
activities 
before taxation 
Tax on ordinary         -        -        -      -        -        - 
activities 
(Loss)/profit           (10)     15       5      (37)     (10)     (47) 
attributable 
to 
equity shareholders 
Basic and diluted       (0.6)    1.0      0.4    (1.1)    (0.3)    (1.4) 
return 
per share (pence) 
                        H shares 
                        Revenue  Capital  Total 
                        GBP'000    GBP'000    GBP'000 
Gain on disposal        -        -        - 
of investments 
Increase/(decrease)     -        -        - 
in fair 
value of investments 
held 
Investment income       -        -        - 
Arrangement fees        (10)     -        (10) 
Investment management   (4)      (4)      (8) 
fees 
Other expenses          (5)      -        (5) 
Loss on ordinary        (19)     (4)      (23) 
activities 
before taxation 
Tax on ordinary         -        -        - 
activities 
Loss attributable to    (19)     (4)      (23) 
equity shareholders 
Basic and diluted       (2.3)    (0.5)    (2.8) 
return 
per share (pence) 
 
 

The Company had no recognised gains and losses other than those disclosed above.

 

The total column is the Income Statement per share class for the period. The supplementary capital and revenue columns are prepared following guidance published by the AIC.

 

NON-STATUTORY ANALYSIS (UNAUDITED) BETWEEN THE ORDINARY, C, D, E, F, G AND H SHARE FUNDS

 

CONDENSED INCOME STATEMENT (UNAUDITED)

 

for the six months ended 30 June 2012

 
                        Ordinary shares          C shares 
                        Revenue  Capital  Total  Revenue  Capital  Total 
                        GBP'000    GBP'000    GBP'000  GBP'000    GBP'000    GBP'000 
Gain on disposal        -        1        1      -        -        - 
of investments 
Decrease in             -        (116)    (116)  -        (25)     (25) 
fair value 
of investments held 
Investment income       129      -        129    15       -        15 
Arrangement fees        -        -        -      -        -        - 
Investment management   (35)     (35)     (70)   (9)      (9)      (18) 
fees 
Other expenses          (26)     -        (26)   (13)     -        (13) 
Profit/(loss)           68       (150)    (82)   (7)      (34)     (41) 
on ordinary 
activities 
before taxation 
Tax on ordinary         -        -        -      -        -        - 
activities 
Profit/(loss)           68       (150)    (82)   (7)      (34)     (41) 
attributable 
to 
equity shareholders 
Basic and diluted       0.7      (1.5)    (0.8)  (0.3)    (1.2)    (1.5) 
return 
per share (pence) 
                        D shares                 E shares 
                        Revenue  Capital  Total  Revenue  Capital  Total 
                        GBP'000    GBP'000    GBP'000  GBP'000    GBP'000    GBP'000 
Gain on disposal        -        10       10     -        -        - 
of investments 
(Decrease)/increase     -        (57)     (57)   -        7        7 
in fair 
value of investments 
held 
Investment income       15       -        15     1        -        1 
Arrangement fees        -        -        -      -        -        - 
Investment management   (25)     (25)     (50)   (12)     (12)     (24) 
fees 
Other expenses          (20)     -        (20)   (11)     -        (11) 
Loss on ordinary        (30)     (72)     (102)  (22)     (5)      (27) 
activities 
before taxation 
Tax on ordinary         -        -        -      -        -        - 
activities 
Loss attributable to    (30)     (72)     (102)  (22)     (5)      (27) 
equity shareholders 
Basic and diluted       (0.4)    (1.1)    (1.5)  (0.8)    (0.2)    (1.0) 
return 
per share (pence) 
                        F shares                 G shares 
                        Revenue  Capital  Total  Revenue  Capital  Total 
                        GBP'000    GBP'000    GBP'000  GBP'000    GBP'000    GBP'000 
Gain on disposal        -        3        3      -        -        - 
of investments 
Increase in             -        7        7      -        -        - 
fair value 
of investments held 
Investment income       1        -        1      -        -        - 
Arrangement fees        -        -        -      (30)     -        (30) 
Investment management   (7)      (7)      (14)   (6)      (6)      (12) 
fees 
Other expenses          (9)      -        (9)    (7)      -        (7) 
(Loss)/profit           (15)     3        (12)   (43)     (6)      (49) 
on ordinary 
activities 
before taxation 
Tax on ordinary         -        -        -      -        -        - 
activities 
(Loss)/profit           (15)     3        (12)   (43)     (6)      (49) 
attributable 
to 
equity shareholders 
Basic and diluted       (1.0)    0.2      (0.8)  (3.2)    (0.4)    (3.6) 
return 
per share (pence) 
                        H shares 
                        Revenue  Capital  Total 
                        GBP'000    GBP'000    GBP'000 
Gain on disposal        -        -        - 
of investments 
Increase/(decrease)     -        -        - 
in fair 
value of investments 
held 
Investment income       -        -        - 
Arrangement fees        -        -        - 
Investment management   -        -        - 
fees 
Other expenses          -        -        - 
Profit/(loss)           -        -        - 
on ordinary 
activities 
before taxation 
Tax on ordinary         -        -        - 
activities 
Profit/(loss)           -        -        - 
attributable 
to 
equity shareholders 
Basic and diluted       -        -        - 
return 
per share (pence) 
 
 

The Company had no recognised gains and losses other than those disclosed above.

 

The total column is the Income Statement per share class for the period. The supplementary capital and revenue columns are prepared following guidance published by the AIC.

 

The Company had no H shares in issue in the period to 30 June 2012.

 

NON-STATUTORY ANALYSIS (UNAUDITED) BETWEEN THE ORDINARY, C, D, E, F, G AND H SHARE FUNDS

 

CONDENSED INCOME STATEMENT (UNAUDITED)

 

for the year ended 31 December 2012

 
                        Ordinary shares          C shares 
                        Revenue  Capital  Total  Revenue  Capital  Total 
                        GBP'000    GBP'000    GBP'000  GBP'000    GBP'000    GBP'000 
Gain on disposal        -        11       11     -        3        3 
of investments 
Decrease in             -        (201)    (201)  -        (42)     (42) 
fair value 
of investments held 
Investment income       246      -        246    29       -        29 
Arrangement fees        -        -        -      -        -        - 
Investment management   (69)     (69)     (138)  (18)     (18)     (36) 
fees 
Other expenses          (57)     -        (57)   (27)     -        (27) 
Profit/(loss)           120      (259)    (139)  (16)     (57)     (73) 
on ordinary 
activities 
before taxation 
Tax on ordinary         -        -        -      -        -        - 
activities 
Profit/(loss)           120      (259)    (139)  (16)     (57)     (73) 
attributable 
to 
equity shareholders 
Basic and diluted       1.2      (2.5)    (1.3)  (0.6)    (2.0)    (2.6) 
return 
per share (pence) 
                        D shares                 E shares 
                        Revenue  Capital  Total  Revenue  Capital  Total 
                        GBP'000    GBP'000    GBP'000  GBP'000    GBP'000    GBP'000 
Gain on disposal        -        31       31     -        4        4 
of investments 
(Decrease)/increase     -        (96)     (96)   -        7        7 
in fair 
value of investments 
held 
Investment income       40       -        40     1        -        1 
Arrangement fees        -        -        -      -        -        - 
Investment management   (48)     (48)     (96)   (22)     (22)     (44) 
fees 
Other expenses          (48)     -        (48)   (24)     -        (24) 
Loss on ordinary        (56)     (113)    (169)  (45)     (11)     (56) 
activities 
before taxation 
Tax on ordinary         -        -        -      -        -        - 
activities 
Loss attributable to    (56)     (113)    (169)  (45)     (11)     (56) 
equity shareholders 
Basic and diluted       (0.8)    (1.7)    (2.5)  (1.6)    (0.4)    (2.0) 
return 
per share (pence) 
                        F shares                 G shares 
                        Revenue  Capital  Total  Revenue  Capital  Total 
                        GBP'000    GBP'000    GBP'000  GBP'000    GBP'000    GBP'000 
Gain on disposal        -        5        5      -        -        - 
of investments 
Increase in             -        24       24     -        19       19 
fair value 
of investments held 
Investment income       1        -        1      1        -        1 
Arrangement fees        -        -        -      (39)     -        (39) 
Investment management   (12)     (12)     (24)   (18)     (18)     (36) 
fees 
Other expenses          (22)     -        (22)   (26)     -        (26) 
(Loss)/profit           (33)     17       (16)   (82)     1        (81) 
on ordinary 
activities 
before taxation 
Tax on ordinary         -        -        -      -        -        - 
activities 
(Loss)/profit           (33)     17       (16)   (82)     1        (81) 
attributable 
to 
equity shareholders 
Basic and diluted       (2.1)    1.1      (1.0)  (3.6)    -        (3.6) 
return 
per share (pence) 
                        H shares 
                        Revenue  Capital  Total 
                        GBP'000    GBP'000    GBP'000 
Gain on disposal        -        -        - 
of investments 
Increase/(decrease)     -        -        - 
in fair 
value of investments 
held 
Investment income       -        -        - 
Arrangement fees        -        -        - 
Investment management   -        -        - 
fees 
Other expenses          -        -        - 
Profit/(loss)           -        -        - 
on ordinary 
activities 
before taxation 
Tax on ordinary         -        -        - 
activities 
Profit/(loss)           -        -        - 
attributable 
to 
equity shareholders 
Basic and diluted       -        -        - 
return 
per share (pence) 
 
 

The Company had no recognised gains and losses other than those disclosed above.

 

The total column is the Income Statement per share class for the period. The supplementary capital and revenue columns are prepared following guidance published by the AIC.

 

The Company had no H shares in issue in the year to 31 December 2012.

 

CONDENSED BALANCE SHEET (UNAUDITED)

 

as at 30 June 2013

 
                                    30 June      30 June      31 December 
                                    2013         2012         2012 
                                    (unaudited)  (unaudited)  (audited) 
                              Note  GBP'000        GBP'000        GBP'000 
Fixed assets 
Qualifying Investments              8,782        10,831       11,949 
Current assets 
Debtors                             137          132          139 
Non-qualifying Investments    3     8,772        7,918        8,734 
Cash at bank and in hand            2,894        2,631        1,225 
                                    11,803       10,681       10,098 
Creditors: amounts falling          (54)         (60)         (87) 
due within one year 
Net current assets                  11,749       10,621       10,011 
Net assets                          20,531       21,452       21,960 
Capital and reserves 
Called-up share capital             294          269          277 
Share premium account               1,634        2,607        - 
Other reserve account               20,361       19,949       23,277 
Capital reserve                     (913)        (617)        (775) 
Revenue reserve                     (845)        (756)        (819) 
Shareholders' funds                 20,531       21,452       21,960 
Net asset value per           4     54.6         75.4          74.8 
Ordinary share 
Net asset value per C share   4     63.4         70.0          68.8 
Net asset value per D share   4     73.0         79.5          78.5 
Net asset value per E share   4     80.0         87.1          86.1 
Net asset value per F share   4     82.5         87.5          87.2 
Net asset value per G share   4     87.0         93.8          93.3 
Net asset value per H share   4     93.8         -             - 
 
 

The accompanying notes form an integral part of these financial statements.

 

The condensed set of financial statements were approved by the Board of Directors on 20 August 2013 and signed on its behalf by:

 

Lionel Martin

 

Director

 

Company Registration Number: 6395025 (England & Wales)

 

NON-STATUTORY ANALYSIS (UNAUDITED) BETWEEN THE ORDINARY, C, D, E, F, G AND H SHARE FUNDS

 

CONDENSED BALANCE SHEET (UNAUDITED)

 
                  As at 30 June 2013 (unaudited) 
                  Ordinary  C       D       E       F       G       H 
                  shares    shares  shares  shares  shares  shares  shares 
                  GBP'000     GBP'000   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000 
Fixed assets 
Qualifying        2,252     1,273   3,757   927     573     -       - 
Investments 
Current assets 
Debtors           108       -       29      -       -       -       - 
Non-qualifying    417       491     1,130   1,353   725     3,040   1,616 
Investments 
Cash at bank      2,832     19      4       1       1       23      14 
and in hand 
                  3,357     510     1,163   1,354   726     3,063   1,630 
Creditors:        (35)      (2)     (6)     (3)     (2)     (4)     (2) 
amounts 
falling 
due within 
one year 
Net current       3,322     508     1,157   1,351   724     3,059   1,628 
assets 
Net assets        5,574     1,781   4,914   2,278   1,297   3,059   1,628 
Capital and 
reserves 
Called-up share   102       28      68      28      16      35      17 
capital 
Share premium     -         -       -       -       -       -       1,634 
account 
Other reserve     6,060     2,071   5,340   2,409   1,329   3,152   - 
account 
Capital reserve   (534)     (142)   (227)   (31)    34      (9)     (4) 
Revenue reserve   (54)      (176)   (267)   (128)   (82)    (119)   (19) 
Shareholders'     5,574     1,781   4,914   2,278   1,297   3,059   1,628 
funds 
Net asset value   54.6      63.4    73.0    80.0    82.5    87.0    93.8 
excluding 
distributions 
to date (pence 
per share) 
Net asset value   89.6      83.4    88.0    90.0    92.5    92.0    93.8 
including 
distributions 
to date (pence 
per share) 
 
 

NON-STATUTORY ANALYSIS (UNAUDITED) BETWEEN THE ORDINARY, C, D, E, F, G AND H SHARE FUNDS

 

CONDENSED BALANCE SHEET (UNAUDITED)

 
                  As at 30 June 2012 (unaudited) 
                  Ordinary  C       D       E       F       G       H 
                  shares    shares  shares  shares  shares  shares  shares 
                  GBP'000     GBP'000   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000 
Fixed assets 
Qualifying        6,608     1,716   2,257   125     125     -       - 
Investments 
Current assets 
Debtors           132       -       -       -       -       -       - 
Non-qualifying    968       245     3,098   2,356   1,251   -       - 
Investments 
Cash at bank      7         7       8       3       1       2,605   - 
and in hand 
                  1,107     252     3,106   2,359   1,252   2,605   - 
Creditors:        (21)      (2)     (11)    (4)     (2)     (20)    - 
amounts 
falling 
due within 
one year 
Net current       1,086     250     3,095   2,355   1,250   2,585   - 
assets 
Net assets        7,694     1,966   5,352   2,480   1,375   2,585   - 
Capital and 
reserves 
Called-up share   102       28      68      28      16      27      - 
capital 
Share premium     -         -       -       -       -       2,607   - 
account 
Other reserve     8,101     2,212   5,677   2,551   1,408   -       - 
account 
Capital reserve   (362)     (113)   (129)   (12)    5       (6)     - 
Revenue reserve   (147)     (161)   (264)   (87)    (54)    (43)    - 
Shareholders'     7,694     1,966   5,352   2,480   1,375   2,585   - 
funds 
Net asset value   75.4      70.0    79.5    87.1    87.5    93.8    - 
excluding 
distributions 
to date (pence 
per share) 
Net asset value   90.4      85.0    89.5    92.1    92.5    93.8    - 
including 
distributions 
to date (pence 
per share) 
 
 

The Company had no H shares in issue in the period to 30 June 2012.

 

NON-STATUTORY ANALYSIS (UNAUDITED) BETWEEN THE ORDINARY, C, D, E, F ,G AND H SHARE FUNDS

 

CONDENSED BALANCE SHEET (UNAUDITED)

 
                  As at 31 December 2012 (unaudited) 
                  Ordinary  C       D       E       F       G       H 
                  shares    shares  shares  shares  shares  shares  shares 
                  GBP'000     GBP'000   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000 
Fixed assets 
Qualifying        6,314     1,628   3,757   125     125     -       - 
Investments 
Current assets 
Debtors           139       -       -       -       -       -       - 
Non-qualifying    897       221     1,528   1,845   980     3,263   - 
Investments 
Cash at bank      338       89      11      488     272     27      - 
and in hand 
                  1,374     310     1,539   2,333   1,252   3,290   - 
Creditors:        (51)      (4)     (11)    (7)     (6)     (8)     - 
amounts 
falling 
due within 
one year 
Net current       1,323     306     1,528   2,326   1,246   3,282   - 
assets 
Net assets        7,637     1,934   5,285   2,451   1,371   3,282   - 
Capital and 
reserves 
Called-up share   102       28      68      28      16      35      - 
capital 
Share premium     -         -       -       -       -       -       - 
account 
Other reserve     8,101     2,212   5,677   2,551   1,408   3,328   - 
account 
Capital reserve   (471)     (136)   (170)   (18)    19      1       - 
Revenue reserve   (95)      (170)   (290)   (110)   (72)    (82)    - 
Shareholders'     7,637     1,934   5,285   2,451   1,371   3,282   - 
funds 
Net asset value   74.8      68.8    78.5    86.1    87.2    93.3    - 
excluding 
distributions 
to date (pence 
per share) 
Net asset value   89.8      83.8    88.5    91.1    92.2    93.3    - 
including 
distributions 
to date (pence 
per share) 
 
 

The Company had no H shares in issue in the year to 31 December 2012.

 

RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS (UNAUDITED)

 

for the six months ended 30 June 2013

 
                Six months ended  Six months ended  Year ended 
                30 June           30 June 2012      31 December 2012 
                2013 (unaudited)  (unaudited)       (audited) 
                GBP'000             GBP'000             GBP'000 
Opening         21,960            20,340            20,340 
shareholders' 
funds 
Capital         1,693             2,756             3,518 
subscribed 
Issue costs     (42)              (122)             (155) 
Dividends       (2,916)           (1,209)           (1,209) 
Loss for the    (164)             (313)             (534) 
period 
Closing         20,531            21,452            21,960 
shareholders' 
funds 
 
 

NON-STATUTORY ANALYSIS (UNAUDITED) BETWEEN THE ORDINARY, C, D, E, F, G AND H SHARE FUNDS

 

RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS (UNAUDITED)

 

for the six months ended 30 June 2013

 
                Ordinary  C shares  D shares  E shares  F shares  G shares  H shares 
                shares 
                GBP'000     GBP'000     GBP'000     GBP'000     GBP'000     GBP'000     GBP'000 
Opening         7,637     1,934     5,285     2,451     1,371     3,282     - 
shareholders' 
funds 
Capital         -         -         -         -         -         -         1,693 
subscribed 
Issue           -         -         -         -         -         -         (42) 
costs 
Dividends       (2,041)   (141)     (337)     (142)     (79)      (176)     - 
(Loss)/profit   (22)      (12)      (34)      (31)      5         (47)      (23) 
for 
the 
period 
Closing         5,574     1,781     4,914     2,278     1,297     3,059     1,628 
shareholders' 
funds 
 
 

NON-STATUTORY ANALYSIS (UNAUDITED) BETWEEN THE ORDINARY, C, D, E, F, G AND H SHARE FUNDS

 

RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS (UNAUDITED)

 

for the six months ended 30 June 2012

 
                Ordinary  C shares  D shares  E shares  F shares  G shares  H shares 
                shares 
                GBP'000     GBP'000     GBP'000     GBP'000     GBP'000     GBP'000     GBP'000 
Opening         8,286     2,148     5,791     2,649     1,466     -         - 
shareholders' 
funds 
Capital         -         -         -         -         -         2,756     - 
subscribed 
Issue           -         -         -         -         -         (122)     - 
costs 
Dividends       (510)     (141)     (337)     (142)     (79)      -         - 
Loss for        (82)      (41)      (102)     (27)      (12)      (49)      - 
the 
period 
Closing         7,694     1,966     5,352     2,480     1,375     2,585     - 
shareholders' 
funds 
 
 

The Company had no H shares in issue in the period to 30 June 2012.

 

NON-STATUTORY ANALYSIS (UNAUDITED) BETWEEN THE ORDINARY, C, D, E, F, G AND H SHARE FUNDS

 

RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS (UNAUDITED)

 

for the year ended 31 December 2012

 
                Ordinary  C shares  D shares  E shares  F shares  G shares  H shares 
                shares 
                GBP'000     GBP'000     GBP'000     GBP'000     GBP'000     GBP'000     GBP'000 
Opening         8,286     2,148     5,791     2,649     1,466     -         - 
shareholders' 
funds 
Capital         -         -         -         -         -         3,518     - 
subscribed 
Issue           -         -         -         -         -         (155)     - 
costs 
Dividends       (510)     (141)     (337)     (142)     (79)      -         - 
Loss for        (139)     (73)      (169)     (56)      (16)      (81)      - 
the 
period 
Closing         7,637     1,934     5,285     2,451     1,371     3,282     - 
shareholders' 
funds 
 
 

The Company had no H shares in issue in the year to 31 December 2012.

 

CASH FLOW STATEMENT (UNAUDITED)

 

for the six months ended 30 June 2013

 
                                        30-Jun-13    30-Jun-12    31-Dec-12 
                                        (unaudited)  (unaudited)  (audited) 
                                        GBP'000        GBP'000        GBP'000 
Net cash flow from operating            (206)        (300)        (545) 
activities 
Financial investment 
Purchase of Qualifying Investments      (1,625)      (600)        (2,100) 
Return of Qualifying Investments        4,792        -            400 
Net cash flow from financial            3,167        (600)        (1,700) 
investment 
Management of liquid resources 
Purchase of Non-qualifying              (2,018)      -            (3,389) 
Investments 
Disposal of Non-qualifying              1,991        1,925        4,524 
Investments 
Net cash flow from liquid resources     (27)         1,925        1,135 
Financing 
Issue of shares                         1,693        2,756        3,518 
Issue costs of shares                   (42)         (122)        (155) 
Net cash flow from financing            1,651        2,634        3,363 
Dividends 
Payment of dividends                    (2,916)      (1,209)      (1,209) 
Net cash flow from dividends            (2,916)      (1,209)      (1,209) 
Increase in cash                        1,669        2,450        1,044 
Reconciliation of loss 
before taxation to 
net cash flow from  operating 
activities 
                                        GBP'000        GBP'000        GBP'000 
Loss on ordinary activities             (164)        (313)        (534) 
before tax 
Decrease in fair value                  101          184          289 
of investments held 
Investment income                       (112)        (126)        (275) 
Decrease/(increase) in receivables      2            (52)         (59) 
(Decrease)/increase in payables         (33)         7            34 
Net cash flow from operating            (206)        (300)        (545) 
activities 
Reconciliation of net cash flow 
to movement in net funds 
                                        GBP'000        GBP'000        GBP'000 
Increase in cash in the period          1,669        2,450        1,044 
Purchase/(disposal) of Non-qualifying   317          (1,925)      (1,412) 
investments 
Fair value adjustment                   11           20           30 
on Non-qualifying 
investments 
Change in net funds                     1,997        545          (338) 
Opening net funds                       9,666        10,004       10,004 
Closing net funds                       11,663       10,549       9,666 
 
 

Net funds comprise of cash of GBP2,894k (31 December 2012: GBP1,225k; 30 June 2012: GBP2,631k) and Non-qualifying assets, excluding Investment in Investee Companies, of GBP8,769k (31 December 2012: GBP8,441k; 30 June 2012: GBP7,918k).

 

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

 

for the six months ended 30 June 2013

 

1. Accounting Policies

 

a) Basis of Accounting

 

The financial statements for the Reporting Period have been prepared in compliance with UK Generally Accepted Accounting Practice, and with the Statement of Recommended Practice (the SORP) entitled "Financial Statements of Investment Trust Companies and Venture Capital Trusts" (with the exception of paragraph 80 of the SORP regarding detailed disclosure of financial and operational performance of the Company's unquoted investments due to their confidential nature) which was issued in January 2009.

 

These financial statements, which have not been audited or reviewed by the Auditors, have been prepared on a going concern basis under the historical cost convention, except for the measurement at fair value for investments. The principal accounting policies have remained unchanged from those set out in the Company's 2012 Annual Report and Accounts.

 

b) Valuation of Investments

 

The Company's business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth. As set out in the International Private Equity and Venture Capital Valuation Guidelines below, all investments are designated at fair value.

 

International Private Equity and Venture Capital Valuation Guidelines

 

Unquoted investments, including equity and loan investments, are designated at fair value through profit and loss and are valued in accordance with the International Private Equity and Venture Capital Guidelines and Financial Reporting Standard 26 "Financial Instruments: Recognition and Measurement" (FRS 26). Investments are initially recognised at cost. The investments are subsequently re-measured at fair value, as estimated by the Directors. Investment holding gains or losses arising from the revaluation of investments are taken directly to the Income Statement. Fair value is determined as follows:

 
 
    -- Fair value is the amount for which an asset could be exchanged between 

knowledgeable, willing parties in an arm's length transaction.

 
    -- In estimating the fair value for an investment, the Manager will apply 

a methodology that is appropriate in light of the nature, facts and

circumstances of the investment and its materiality in the context of

the total investment portfolio and will use reasonable assumptions

and estimates.

 
    -- An appropriate methodology incorporates available information about 

all factors that are likely to materially affect the fair value of the

investment. The valuation methodologies are applied consistently from

period to period, except where a change would result in a better

estimate of fair value. Any changes in valuation methodologies will be

clearly disclosed in the financial statements.

 

The most widely used methodologies are listed below. In assessing which methodology is appropriate, the Directors are predisposed towards those methodologies that draw upon market-based measures of risk and return.

 
 
    -- Price of recent investment 
 
    -- Discounted cash flows/earnings multiple 
 
    -- Net assets 
 
    -- Available market prices 
 

Of these, the two methodologies most applicable to the Company's investments are:

 

1 - Price of recent investment

 

Where the investment being valued was made recently, its cost will generally provide a good indication of value. It is generally considered that this would only apply for a limited period; in practice a period up to the start of the first live event or entertainment content which forms the investment is often applied as the long stop date for such a valuation.

 

2 - Discounted cash flows/earnings of the underlying business

 

Investments can be valued by calculating the net present value of expected future cashflows of the Investee Companies. In relation to the Company's investments, anticipating future cashflows in excess of the guaranteed amounts would clearly require highly subjective judgements to be made in the early stage of each investment and therefore would not be an appropriate methodology to apply at such an early stage of the investment.

 

In the period prior to the second live event or entertainment content it is considered appropriate to use the price paid for the recent investment as the latest available information. Thereafter, the portfolio of investments is fair valued on the discounted cash flow/earnings basis using the latest available information on the performance of the live event or entertainment content. Gains or losses arising from changes in the fair value of the 'financial assets at fair value through profit or loss' category are presented in the Income Statement in the period in which they arise.

 

As a result of the above basis of valuation, there is significant judgement associated with the valuation of investments.

 

Non-qualifying Investments - OEICs

 

The Company's Non-qualifying Investments in interest bearing money market OEICs are valued at fair value which is mid price. They have been designated as fair value through profit or loss for the purposes of FRS 26.

 

Gains and losses arising from changes in fair value of Qualifying and Non-qualifying Investments are recognised as part of the capital return within the Income Statement and allocated to the realised or unrealised capital reserve as appropriate. Transaction costs attributable to the acquisition or disposal of investments are charged to capital within the Income Statement.

 

c) Investment Income

 

Interest income is recognised in the Income Statement under the effective interest method. The effective interest rate is the rate required to discount the expected future income streams over the life of the loan to its initial carrying amount. The main impact for the Company in that regard is the accounting treatment of the loan note premiums. Where those loan note premiums are charged in lieu of higher interest then they are credited to income over the life of the advance to the extent those premiums are anticipated to be collected.

 

d) Dividend Income

 

Dividend income is recognised in the Income Statement once it is declared by the Investee Companies.

 

e) Expenses

 

All expenses are accounted for on an accruals basis. Expenses are charged to the revenue account within the Income Statement except that:

 
 
    -- expenses which are incidental to the acquisition or disposal of an 

investment are charged to capital in the Income Statement as incurred;

 
    -- expenses are split and presented partly as capital items where a 

connection with the maintenance or enhancement of the value of the

investments held can be demonstrated; and

 
    -- the management fee has been allocated 50% to revenue and 50% to 

capital, which represents the expected split of the Company's long

term returns.

 

General expenses are paid for by the Ordinary share class and recharged on a quarterly basis to the other share classes based on the proportional net asset value per share class as at the last day of the previous quarter.

 

f) Deferred Taxation

 

Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the Balance Sheet date where transactions or events that result in an obligation to pay more, or a right to pay less, tax in the future have occurred at the Balance Sheet date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company's taxable profits and its results as stated in the financial statements which are capable of reversal in one or more subsequent periods.

 

g) Ordinary shares, C shares, D shares, E shares, F shares, G shares and H shares

 

The Company has seven classes of shares: Ordinary shares, C shares, D shares, E shares, F shares, G shares and H shares. Each share class has a separate pool of income and expenses as well as assets and liabilities attributable to it. All share classes rank pari passu with each other in terms of voting and other rights.

 

2. Basic and Diluted Return per share

 

The calculation of basic return per Ordinary share is based on the return on ordinary activities after tax for the period and on a weighted average of 10,205,011 Ordinary shares in issue for the six months ended 30 June 2013 (31 December 2012: 10,205,011; 30 June 2012: 10,205,011). The basic return per C share has been calculated on a weighted average of 2,810,596 C shares in issue for the six months ended 30 June 2013 (31 December 2012: 2,810,596; 30 June 2012: 2,810,596). The basic return per D share has been calculated on a weighted average of 6,735,624 D shares in issue for the six months ended 30 June 2013 (31 December 2012: 6,735,624; 30 June 2012: 6,735,624). The basic return per E share has been calculated on a weighted average of 2,846,122 E shares in issue for the six months ended 30 June 2013 (31 December 2012: 2,846,122; 30 June 2012: 2,846,122). The basic return per F share has been calculated on a weighted average of 1,572,095 F shares in issue for the six months ended 30 June 2013 (31 December 2012: 1,572,095; 30 June 2012: 1,572,095). The basic return per G share has been calculated on a weighted average of 3,518,044 G shares in issue for the six months ended 30 June 2013 (31 December 2012: 2,302,126; 30 June 2012: 1,353,098). The basic return per H share has been calculated on a weighted average of 834,393 H shares in issue for the six months ended 30 June 2013 (31 December 2012: N/A; 30 June 2012: N/A).

 

There are no dilutive potential Ordinary shares, C shares, D shares, E shares, F shares, G shares or H shares, including convertible instruments, options or contingent share agreements in issue for the Company. The basic return per share is therefore the same as the diluted return per share.

 

3. Non-qualifying Investments

 

In order to safeguard the capital available for investment in VCT Qualifying Investments and balance this with the need to provide good returns to investors, available funds from the net proceeds are invested in appropriate securities (money market securities and cash funds) until required for Qualifying Investment purposes.

 

4. Net Asset Value per share

 

The unaudited net asset value per Ordinary share has been calculated based on 10,205,011 Ordinary shares being the number of Ordinary shares in issue as at 30 June 2013 (31 December 2012: 10,205,011; 30 June 2012: 10,205,011).

 

The unaudited net asset value per C share has been calculated based on 2,810,596 C shares being the number of C shares in issue as at 30 June 2013 (31 December 2012: 2,810,596; 30 June 2012: 2,810,596).

 

The unaudited net asset value per D share has been calculated based on 6,735,624 D shares being the number of D shares in issue as at 30 June 2013 (31 December 2012: 6,735,624; 30 June 2012: 6,735,624).

 

The unaudited net asset value per E share has been calculated based on 2,846,122 E shares being the number of E shares in issue as at 30 June 2013 (31 December 2012: 2,846,122; 30 June 2012: 2,846,122).

 

The unaudited net asset value per F share has been calculated based on 1,572,095 F shares being the number of F shares in issue as at 30 June 2013 (31 December 2012: 1,572,095; 30 June 2012: 1,572,095).

 

The unaudited net asset value per G share has been calculated based on 3,518,044 G shares being the number of G shares in issue as at 30 June 2013 (31 December 2012: 3,518,044; 30 June 2012: 2,756,760).

 

The unaudited net asset value per H share has been calculated based on 1,735,921 H shares being the number of H shares in issue as at 30 June 2013 (31 December 2012: N/A; 30 June 2012: N/A).

 

5. Related Party Transactions

 

a) The Company has appointed Ingenious Media Investments Limited, a company of which Patrick McKenna is a director, to be its promoter. Ingenious Media Investments Limited is a wholly owned subsidiary within the Ingenious Media Holdings plc group of companies (the Ingenious Group) which is controlled by Patrick McKenna. The Company incurred a fee of GBP52,000 which is ranging from 0.6288% and 5.5% of the gross proceeds of the offer for H shares which was paid in consideration of the service provided.

 

b) The Company has appointed Ingenious Ventures as Manager. Ingenious Ventures is a trading division of Ingenious Capital Management Limited. Patrick McKenna is a director of Ingenious Capital Management Limited which is a subsidiary within the Ingenious Group, which is controlled by Patrick McKenna.

 

The Manager, as per the management agreement, receives a management fee of 0.4375% of the net asset value payable quarterly in advance (1.75% annualised). The Manager also receives an administration fee of GBP110,000 per annum and irrecoverable VAT from the Company.

 

c) The funds invested in OEICs are managed by Ingenious Asset Management Limited, a company of which Patrick McKenna is a director. Ingenious Asset Management Limited is a subsidiary of the Ingenious Group, which is controlled by Patrick McKenna. There is no fee to the Company associated with this transaction.

 

d) Patrick McKenna is a director and a shareholder of Ingenious Entertainment VCT 1 plc. The Company and Ingenious Entertainment VCT 1 plc have jointly agreed to form a new company, Hop Farm Comedy Limited, to co-promote a range of comedy events that are planned for the summer of 2014. In March 2013 and June 2013 respectively, the Company invested an aggregate of GBP875,000 for a total of 20% of the equity in Hop Farm Comedy Limited. Ingenious Entertainment VCT 1 plc also invested GBP875,000 for 20% of the equity in Hop Farm Comedy Limited.

 

e) Patrick McKenna is a director and a shareholder of Ingenious Entertainment VCT 1 plc. The Company and Ingenious Entertainment VCT 1 plc have jointly agreed to form a new company, Saturn Star Limited, to co-promote a new festival called As One In The Park. In February 2013 the Company invested GBP750,000 for a total of 20% of the equity in Saturn Star Limited. Ingenious Entertainment VCT 1 plc also invested GBP750,000 for 20% of the equity in Saturn Star Limited.

 

During the period the Company has carried out a number of transactions with the above-mentioned related parties in the normal course of business and on an arm's length basis:

 
                       Expenditure Paid                              Amounts Due 
Entity           Note  30 June 2013  30 June 2012  31 December 2012  30 June 2013  30 June 2012  31 December 2012 
                       GBP'000         GBP'000         GBP'000             GBP'000         GBP'000         GBP'000 
Ingenious 
Capital 
Management 
Limited/ 
Ingenious 
Asset 
Management 
Limited 
- Investment     b     188           188           374               -             -             - 
management 
fee 
-                b     53            42            90                -             -             - 
Administration 
fee 
-                b     -             -             -                 6             3             6 
Irrecoverable 
VAT 
Ingenious 
Media 
Investments 
Limited 
- Arrangement    a     52            152           194               -             -             - 
fee 
 
 

Transactions Between Related Parties

 

Ingenious Media Consulting Limited, a company which is a wholly-owned subsidiary in the Ingenious Group, which is controlled by Patrick McKenna, has entered into consultancy agreements with each of the Company's Investee Companies to provide management services. For the provision of such services, consulting fees totalling GBP188,000 excluding VAT (31 December 2012: GBP116,000; 30 June 2012: GBP304,000) have been invoiced in the period of which GBP5,000 remained outstanding as at 30 June 2013 (31 December 2012: GBP24,000; 30 June 2012: GBPNil).

 

6. Events After the Balance Sheet Date

 

a) In July 2013, the following investments were successfully realised: DRG Media Assets Limited, Golfmania Limited and Jetstream Events Limited.

 

b) In August 2013, the Company paid a dividend of 53p per share to the shareholders in the Ordinary share class. This share class is in the process of liquidation as it reached its five year investment period.

 

The Company's statutory financial statements for the year ended 31 December 2012 have been delivered to the Registrar of Companies. The auditor's report on those financial statements was unqualified and did not contain statements under Section 498 (2) or section 498 (3) of the Companies Act 2006.

 

This condensed interim information for the period does not constitute statutory financial statements within the meaning of s434 of the Companies Act 2006.

 

Copies of the half-yearly financial report are being sent, or made available electronically, to all shareholders. Further copies can be downloaded from the Company's website: www.ingeniousvcts.co.uk

 
 
This information is provided by Business Wire 
 
 
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