Albion Venture Capital Trust PLC Annual Report and Financial Statements for the year ended 31 March 2011 Albion Venture Capital Trust PLC 221851_pp01-pp12 16/06/2011 17:07 Page 1 Contents Page 2 3 4 5 6 8 9 Company information Investment objectives and financial calendar Financial highlights Financial summary Chairman’s statement Manager’s report The Board of Directors 10 The Manager 11 Portfolio of investments 13 Portfolio companies 15 Directors’ report and enhanced business review 23 Statement of corporate governance 27 Directors’ remuneration report 29 Independent Auditor’s report 30 Income statement 31 Balance sheet 32 Reconciliation of movements in shareholders’ funds 33 Cash flow statement 34 Notes to the Financial Statements 46 Notice of Annual General Meeting Albion Venture Capital Trust PLC 1 221851_pp01-pp12 16/06/2011 17:07 Page 2 Company information Company number 3142609 Directors Manager, company secretary and registered office D J Watkins MBA (Harvard), Chairman (US citizen) J M B L Kerr ACMA J N Rounce FCA, FIH J Warren ACCA Albion Ventures LLP 1 King’s Arms Yard London, EC2R 7AF Tel: 020 7601 1850 Fax: 020 7601 1875 Website: www.albion-ventures.co.uk Registrars Auditor Taxation adviser Legal adviser Capita Registrars Limited Northern House Penistone Road Fenay Bridge Huddersfield, HD8 0GA PKF (UK) LLP Farringdon Place 20 Farringdon Road London, EC1M 3AP PricewaterhouseCoopers LLP 1 Embankment Place London, WC2N 6RH Berwin Leighton Paisner Adelaide House London Bridge London, EC4R 9HA Albion Venture Capital Trust PLC is a member of The Association of Investment Companies. Shareholder information IFA information For help relating to dividend payments, shareholdings and share certificates please contact Capita Registrars Limited: Tel: 0871 664 0300 (calls cost 10p per minute plus network extras, lines are open 8.30am – 5.30pm, Mon – Fri) Email: ssd@capitaregistrars.com Website: www.capitaregistrars.com Shareholders can access holdings and valuation information regarding any of their shares held with Capita Registrars by registering on Capita’s website. For enquiries relating to the performance of the Fund, please contact Albion Ventures LLP: Tel: 020 7601 1850 (lines are open 9.00am – 5.30pm, Mon – Fri, calls may be recorded) Email: info@albion-ventures.co.uk Website: www.albion-ventures.co.uk Independent Financial Advisers with questions please contact Albion Ventures LLP: Tel: 020 7601 1850 (lines are open 9.00am – 5.30pm, Mon – Fri, calls may be recorded) Email: info@albion-ventures.co.uk Website: www.albion-ventures.co.uk 2 Albion Venture Capital Trust PLC 221851_pp01-pp12 16/06/2011 17:07 Page 3 Investment objectives Albion Venture Capital Trust PLC (the “Company”) is a venture capital trust which raised a total of £39.7 million through an issue of Ordinary Shares in the spring of 1996 and through an issue of C Shares in the following year. The C Shares merged with the Ordinary Shares in 2001. The Company offers tax-paying investors substantial tax benefits at the time of investment, on payment of dividends and on the ultimate disposal of the investment. Its investment strategy is to minimise the risk to investors whilst maintaining an attractive yield. This is achieved as follows: ● ● ● ● qualifying unquoted investments are predominantly in specially-formed companies which provide a high level of asset backing for the capital value of the investment; Albion Venture Capital Trust PLC invests alongside selected partners with proven experience in the sectors concerned; investments are normally structured as a mixture of equity and loan stock. The loan stock represents the majority of the finance provided and is secured on the assets of the investee company. Funds managed or advised by Albion Ventures LLP typically own 50 per cent. of the equity of the investee company; and other than the loan stock issued to funds managed or advised by Albion Ventures LLP, investee companies do not normally have external borrowings. Financial calendar Annual General Meeting Record date for first dividend Payment of first dividend 18 July 2011 1 July 2011 29 July 2011 Announcement of half-yearly results for the six months ended 30 September 2011 November 2011 Payment of second dividend subject to Board approval December 2011 Albion Venture Capital Trust PLC 3 221851_pp01-pp12 16/06/2011 17:07 Page 4 Financial highlights to 31 March 2011 195.3p Net asset value plus dividends since launch 5.0p Tax-free dividend per share paid in the year 2.5p The Board has declared a first tax free dividend 80.5p Net asset value per share as at 31 March per share for the year to 31 March 2012 to 31 March 2011 2011 Ordinary shares Net Asset Value total return relative to the FTSE All-Share Index (both with dividends reinvested) 300 ) e c n e p ( n r u t e r V A N 250 200 150 100 50 0 Mar 96 Mar 97 Mar 98 Mar 99 Mar 00 Mar 01 Mar 02 Mar 03 Mar 04 Mar 05 Mar 06 Mar 07 Mar 08 Mar 09 Mar 10 Mar 11 FTSE All-Share total return Ordinary Shares NAV total return Source: Albion Ventures LLP Methodology: The net asset value return to the shareholder, including original amount invested (rebased to 100) from launch, assuming that dividends were re-invested at net asset value of the Company at the time the shares were quoted ex-dividend. Transaction costs are not taken into account. 4 Albion Venture Capital Trust PLC 221851_pp01-pp12 16/06/2011 17:07 Page 5 Financial summary Dividends paid Revenue return Capital return/(loss) Net asset value 31 March 2011 (pence per share) 5.00 2.50 1.16 80.50 31 March 2010 (pence per share) 5.00 2.87 (1.65) 81.62 Total shareholder net asset value return to 31 March 2011 Ordinary shares C shares Total dividends paid during the year ended: 31 March 1997 31 March 1998 31 March 1999 31 March 2000 31 March 2001 31 March 2002 31 March 2003 31 March 2004 31 March 2005 31 March 2006 31 March 2007 31 March 2008 31 March 2009 31 March 2010 31 March 2011 Total dividends paid to 31 March 2011 Net asset value as at 31 March 2011 Total shareholder net asset value return to 31 March 2011 2.00 5.20 11.05 3.00 8.55 7.60 7.70 8.20 9.75 11.75 10.00 10.00 10.00 5.00 5.00 –––––––––––– 114.80 80.50 –––––––––––– 195.30 –––––––––––– – 2.00 8.75 2.70 4.80 7.60 7.70 8.20 9.75 11.75 10.00 10.00 10.00 5.00 5.00 –––––––––––– 103.25 80.50 –––––––––––– 183.75 –––––––––––– In addition to the dividends summarised above, the Board has declared a first dividend for the new financial year, of 2.5 pence per share to be paid on 29 July 2011 to shareholders on the register as at 1 July 2011. Notes ● ● ● ● Dividends paid before 5 April 1999 were paid to qualifying shareholders inclusive of the associated tax credit. The dividends for the year to 31 March 1999 were maximised in order to take advantage of this tax credit. A capital dividend of 2.55 pence paid in the year to 31 March 2000 enabled the Ordinary shares and the C shares to merge on an equal basis. All dividends paid by the Company are free of income tax. It is an H.M. Revenue & Customs requirement that dividend vouchers indicate the tax element should dividends have been subject to income tax. Investors should ignore this figure on their dividend voucher and need not disclose any income they receive from a VCT on their tax return. The net asset value of the Company is not its share price as quoted on the official list of the London Stock Exchange. The share price of the Company can be found in the Investment Companies – VCTs section of the Financial Times on a daily basis. Investors are reminded that it is common for shares in VCTs to trade at a discount to their net asset value. Albion Venture Capital Trust PLC 5 221851_pp01-pp12 16/06/2011 17:07 Page 6 Chairman’s statement Introduction The results for the year to 31 March 2011 show a total return of 3.66 pence per share before dividends, up from 1.22 pence in the previous year, comprising a 2.50 pence per share revenue return and a 1.16 pence per share capital return. This shows the continued recovery from the low point of the credit crunch and the increasing maturity of the investment portfolio. The Company raised approximately £1.25m under the Albion VCTs Linked Top Up Offer during the year with a further £0.4m subsequent to the year end. Investment performance and progress During the year the Company invested £2.1m in six new investee companies, with a further £1.4m committed; and £0.2m in four existing investee companies. It successfully sold its holdings in Geronimo Inns VCT I Limited and Geronimo Inns VCT II Limited, realising a profit of £70,000 on cost of £540,000 and achieving an overall return of 24% over the course of the investment. In addition, £2.7m was returned by other investee companies, principally through the repayment of loan stock. investments comprised a total The principal new commitment of £1.8m in Oakland Care Centre Limited, which is developing a 46 bed care home for Elderly Mentally Infirm patients in Chingford; £0.8m in Radnor House School Limited, a private co-educational school which will open in September 2011 on the site of Alexander Pope’s villa beside the Thames in Twickenham; and £0.4m committed to Nelson House Hospital Limited, which is developing a psychiatric hospital in Gosport, Hampshire. The other new investments were in the renewable energy sector: £0.2m in TEG (Biogas) Perth Limited, which is building a food waste to energy anaerobic digestion plant in Scotland; and £0.1m in two solar energy companies. remained resilient. The exposure to residential development was significantly reduced with nearly £1.9m returned. The Orchard Portman Hospital Limited meanwhile has recently opened its psychiatric hospital in Somerset. there Risks and uncertainties The outlook for the UK economy continues to be the key risk affecting your Company. Although there have been indications of renewed growth, is continuing uncertainty as to the impact on the economy of the coalition government’s spending cuts. Importantly, however, your Company remains conservatively financed with no bank borrowings having a prior charge at either corporate or investee company level, in addition to the policy of ensuring that the Company has a first charge over investee companies’ assets. Meanwhile, opportunities within our target sectors continue to arise at attractive valuations, including the healthcare and environmental sectors which are two of our core areas of concentration going forwards. Share buy-backs It remains the Board’s primary objective to maintain sufficient resources for investment in existing and new investee companies and for the continued payment of dividends to shareholders. Thereafter, it is still the Board’s policy to buy back shares in the market, subject to the overall constraint that such purchases are in the Company’s interest. The Company will limit the sum available for share buy-backs for the six month period to 30 September 2011 to £350,000. This compares to a total value bought in for the previous six months of £300,000. Subject to the constraints referred to above, and subject to first purchasing shares held by the marketmakers, the Board will target such buy-backs to be in the region of a 10% to 15% discount to net asset value, so far as market conditions and liquidity permit. Following third party professional valuations of the majority of the existing portfolio, the Company saw a pleasing uplift in the value of its cinema investments, following strong trading. The Stanwell Hotel near Heathrow opened in the early part of the year, though trading was slower to take off than anticipated. The valuation of the hotel portfolio as a whole remained flat, despite increases in profitability over the period at all of the other four hotels, the Holiday Inn Express at Stansted Airport, the Crown Hotel in Harrogate, the Bell Hotel in Sandwich and the Bear Hotel in Hungerford. Increases in the valuations of two of the Company’s health and fitness clubs at Olympia and Tower Bridge were tempered by a reduction in the valuation of the Weybridge Club Limited. The Charnwood Pub Company Limited also saw a reduction in valuation whilst the Bravo Inns pubs Results and dividends As at 31 March 2011, the net asset value was £28.8 million or 80.50 pence per share, compared to £28.4 million or 81.62 pence per share as at 31 March 2010, after the payment of tax-free dividends of 5.0 pence per share. The revenue return before taxation was £911,000 compared to £985,000 for the year to 31 March 2010. The Company will pay a first dividend of 2.5 pence per share on 29 July 2011 to those shareholders on the share register on 1 July 2011, which is in line with the Company’s current objective of paying dividends of 5.0 pence per share annually. Outlook and prospects The outlook for the UK economy remains uncertain but the majority of our portfolio companies are continuing to be cash 6 Albion Venture Capital Trust PLC 221851_pp01-pp12 16/06/2011 17:07 Page 7 Chairman’s statement (continued) generative. The availability of finance for potential purchasers to be able to acquire the Company’s portfolio companies at attractive prices remains constrained, but in the meantime the Manager is continuing to see a good pipeline of attractive investment opportunities, particularly in the healthcare and environmental sectors. David Watkins Chairman 16 June 2011 Albion Venture Capital Trust PLC 7 221851_pp01-pp12 16/06/2011 17:07 Page 8 Manager’s report Investment portfolio We are currently going through a process of re-balancing the investment portfolio in order to increase the Company’s weighting in the healthcare and renewable energy sectors, which we believe to have less exposure to the consumer and business cycle and to reduce the weighting in hotels. The sector split of the portfolio by valuation as at 31 March 2011 is shown below: Environmental and renewables 1% Healthcare 5% Education 3% Cinemas 13% Health & fitness clubs 8% Pubs 8% Source: Albion Ventures LLP Cash and cash equivalents 10% Residential property development 4% Hotels 48% village of Stanwell near Heathrow’s Terminal 5 reopened, following redevelopment as a 52 bedroom hotel, in May 2010. Revenue growth was slower than anticipated leading to a reduction in valuation. The Crown Hotel in Harrogate and the Bell Hotel in Sandwich both experienced pleasing growth in profitability over the year and were able to increase the level of the income paid to the Company. Profitability also increased at the Bear Hotel in Hungerford. Independent professional valuations of the hotels have led to the portfolio as a whole remaining steady. The cinema portfolio had another good year, leading to a very pleasing uplift in valuations, especially of the Cambridge and Greenwich Picturehouses and the Ritzy Cinema in Brixton. As a result of the strong trading City Screen (Cambridge) and CS (Greenwich) repaid £375,000 and £90,000 loan stock respectively, while CS for refurbishment. Cinema City in Norwich also saw a strong increase in profitability. Meanwhile the Exeter Picturehouse was given a significant refurbishment during the year and the Picturehouse at FACT in Liverpool was also refurbished. retained cash (Brixton) Investment activity During the year the Company sold its investment in the Geronimo Inns VCT companies, which had been acquired in the previous financial year, realising a profit of £70,000 on cost of £540,000, achieving an overall return of 24% over the course of the investment. In addition, some £330,000 of loan stock was repaid by Kew Green (Stansted). In the health and fitness portfolio, the 37 degrees health and fitness club near Tower Bridge experienced strong trading and, both it and the 37 degrees health and fitness club at Olympia, saw a pleasing uplift in valuation. The Weybridge Club, despite seeing growth of profitability, has also experienced a slower than expected growth in membership and accordingly has had its valuation reduced. The company also invested in six new companies, two in the healthcare sector, three in the renewable energy sector and one in education, providing greater diversification to the Company’s portfolio. The healthcare investments comprised first, £843,000 invested, with a further commitment of £992,000, in Oakland Care Centre, which is developing a 46 bedroom care home in Chingford for patients suffering from dementia; and second, £155,000 invested, with a further £287,000 committed, in Nelson House Hospital which is developing a psychiatric hospital in Gosport, Hampshire. The renewable energy sector investments comprise £207,000 invested in TEG Biogas (Perth), which is developing an anaerobic digestion plant in Scotland which will convert food waste to energy; £99,000 invested in The Street by Street Solar Programme which installs and owns photovoltaic panels on residential buildings in the Thames Valley; and £20,000 in AVESI, which also installs and owns photovoltaic panels. Investment portfolio In the hotel portfolio, the Holiday Inn Express at Stansted Airport increased its profitability over the year, despite falling passenger numbers at the airport. The Stanwell Hotel, in the 8 Albion Venture Capital Trust PLC As mentioned above, the Company made a good profit on the disposal of the Geronimo Inns VCTs, which owned four freehold pubs in London, to Youngs Breweries. In the rest of the pub portfolio, The Charnwood Pub Company, which operates food-led pubs in central England, saw a reduction in its value as its core customer base struggled in a difficult economic climate, but trading has remained resilient in the wet-led Bravo Inns pubs in the north-west. The Dunedin Pub Company VCT agreed a sale of its remaining property with the proceeds payable over a three year period. In the healthcare sector, the Taunton Nursing Home continued to operate successfully while construction of the Orchard Portman psychiatric unit took place. This has now opened and the first patients have been admitted. the residential development sector, G&K Smart In Developments VCT had sold all bar three of its completed units by the year end, repaying £1.18m to the Company. Subsequently, two of the three remaining units have been sold and a further £686,000 was returned by Chase Midland VCT. Albion Ventures LLP Manager 16 June 2011 221851_pp01-pp12 16/06/2011 17:07 Page 9 The Board of Directors The following are the Directors of the Company, all of whom operate in a non-executive capacity: David Watkins (66) MBA (Harvard), Chairman From 1972 until 1991, David Watkins worked for Goldman Sachs, where he was head of Euromarkets Syndication and Head of European Real Estate. He subsequently joined Mountleigh Group PLC where he worked as a director on the restructuring of the business prior to the Group being placed into administration. Until late 1995, he worked at Baring Securities Limited as Head of Equity Capital Markets – London, before leaving ultimately to become Chief Financial Officer and one of the principal shareholders of his current company, The Distinguished Programs Group LLC, an insurance distribution and underwriting group. From 1986 to 1990 he was a member of the Council of the London Stock Exchange. He is currently a director of a number of private UK companies. David Watkins became a Director of the Company on 9 February 1996. John Kerr (68) ACMA John Kerr has worked as a venture capitalist and also in manufacturing and service industries. He held a number of finance and general management posts in the UK and USA, before joining SUMIT Equity Ventures, an independent Midlands based venture capital company, where he was managing director from 1985 to 1992. He then became chief executive of Price & Pierce Limited, which acted as the UK agent for overseas producers of forestry products, before leaving in 1997 to become finance director of Ambion Brick, a building materials company bought out from Ibstock PLC. After retiring in 2002, he now works as a consultant. He is a non-executive director of Albion Income & Growth VCT PLC, which is also managed by Albion Ventures LLP, and he is also an external member of the Albion Ventures LLP investment committee. John Kerr became a Director of the Company on 9 February 1996. Jeff Warren (63) ACCA Jeff Warren has 30 years’ financial management experience, including high level corporate governance and regulatory environment experience. He held the post of CFO of Bristol & West Building Society from 1992. Following the acquisition of Bristol & West by Bank of Ireland, he was appointed CEO of Bristol & West PLC in 1999, and subsequently also took responsibility for the Bank of Ireland UK Branch network. In 2003 he moved to take on a role at Group level in Dublin, as Group Chief Development Officer, reporting to the Bank of Ireland CEO. In 2004 he returned to the UK to develop a career as a non- executive director. Jeff Warren became a Director of the Company on 2 October 2007. tourism and Jonathan Rounce (61) FCA, FIH Building on formal qualifications as both an hotelier and a chartered accountant, Jonathan Rounce’s 30-year career has spanned property development, management consultancy, finance and operations. As a management consultant he established and ran the Coopers & Lybrand (now PricewaterhouseCoopers) leisure consultancy practice (between 1977 and 1988). From 1983 to 1985 he was development director of Penta Hotels NV. While managing director of the leisure development interests of Arlington Securities Plc (from 1988 to 1991), he was responsible for the pioneering Port Solent marina complex in Portsmouth and the development of the 27-hole Wisley golf course complex in Surrey. Between 1992 and 1999 he served as Vice-Chairman of the West Middlesex University Hospital Trust where he also established and chaired the audit committee. That non-executive role was held in parallel with his executive directorship of Grant Leisure Group, a leisure industry consultancy. In 2000 he launched and now runs Petersham Group, a specialist leisure and hospitality consultancy. Jonathan Rounce became a Director of the Company on 21 June 2010. Albion Venture Capital Trust PLC 9 221851_pp01-pp12 16/06/2011 17:07 Page 10 The Manager Albion Ventures LLP, is authorised and regulated by the Financial Services Authority and is the Manager of Albion Venture Capital Trust PLC. In addition to Albion Venture Capital Trust PLC, it manages a further eight venture capital trusts, and currently has total funds under management of approximately £230 million. Albion was awarded “VCT Manager of the Year” at the “Unquote” British Private Equity Awards 2009 and “VCT of the Year” for Albion Development VCT PLC at the 2009 Investor AllStar Awards. The following are specifically responsible for the management and administration of the VCTs managed by Albion Ventures LLP, including Albion Venture Capital Trust PLC: Patrick Reeve, (51), MA, ACA, qualified as a chartered accountant with Deloitte Haskins & Sells before joining Cazenove & Co where he spent three years in the corporate finance department. He joined Close Brothers Group in 1989, initially in the development capital subsidiary, where he was a director specialising in the financing of smaller unquoted companies. He joined the corporate finance division in 1991, where he was also a director. He established Close Ventures’ activities with the launch of Close Brothers Venture Capital Trust PLC in the spring of 1996. Patrick became Managing Partner of Albion Ventures in 2009. He read modern languages at Oxford University. Will Fraser-Allen, (40), BA (Hons), ACA, qualified as a chartered accountant with Cooper Lancaster Brewers in 1996 and then joined their corporate finance team providing corporate finance advice to small and medium sized businesses. He joined Albion Ventures (then Close Ventures) in 2001 since when he has focused on leisure and healthcare investing. Will became Deputy Managing Partner of Albion Ventures in 2009. Will has a BA in History from Southampton University. Isabel Dolan (46), BSc (Hons), ACA, MBA, qualified as a chartered accountant with Moore Stephens. From 1993 to 1997 she was Head of Recoveries at the Specialised Lending Services of the Royal Bank of Scotland plc and from 1997-2001 she was at 3i plc, latterly as a portfolio director. She joined Albion Ventures (then Close Ventures) in 2005, having previously been finance director for a number of unquoted companies. Isabel became Operations Partner at Albion Ventures in 2009. She has a BSc in Biochemistry with Pharmacology from Southampton University and an MBA from London Business School. Dr Andrew Elder (40), MA, FRCS, joined Albion Ventures (then Close Ventures) in 2005 and became a Partner in 2009. He initially practiced as a surgeon for six years, specialising in neurosurgery, before joining the Boston Consulting Group (BCG) as a consultant in 2001. Whilst at BCG he specialised in healthcare strategy, gaining experience with many large, global clients across the full spectrum of healthcare including biotechnology, pharmaceuticals, service and care providers, software and telecommunications. He has an MA plus Bachelors of Medicine and Surgery from Cambridge University and is a Fellow of the Royal College of Surgeons (England). Emil Gigov (41), BA (Hons), ACA, graduated from the European Business School, London, with a BA (Hons) Degree in European Business Administration in 1994. He then joined KPMG in their financial services division and qualified as a chartered accountant in 1997. Following this he transferred to KPMG Corporate Finance where he specialised in the leisure, media and marketing services 10 Albion Venture Capital Trust PLC sectors acting on acquisitions, disposals and fundraising mandates. He joined Albion Ventures (then Close Ventures) in 2000 and has since made and exited investments in a number of industry sectors, including healthcare, education, technology, leisure and engineering. Emil became a Partner in Albion Ventures in 2009. David Gudgin (39), BSc (Hons), ACMA, qualified as a management accountant with ICL before spending 3 years at the BBC. In 1999 he joined 3i plc as an investor in European technology based in London and Amsterdam. In 2002 he moved to Foursome Investments (now Frog Capital) as the lead investor of an environmental technology and a later stage development capital fund. David joined Albion Ventures (then Close Ventures) in 2005 and became a Partner in Albion Ventures in 2009. David has a BSc in Economics from Warwick University. Michael Kaplan (34), BA, MBA. Prior to joining Albion Ventures (then Close Ventures) in 2007, Michael was a project leader with the Boston Consulting Group (BCG) where he focused on the retail and financial services sectors. More recently, Michael was part of BCG’s growing Private Equity practice – which provides strategic due diligence to some of the world’s biggest PE funds. Prior to his time with BCG, Michael was the chief financial officer for Widevine Technologies, a security software company based in Seattle. Michael has a BA from the University of Washington and an MBA from INSEAD. He became a Partner in Albion Ventures in 2010. Ed Lascelles (35), BA (Hons), joined Albion Ventures (then Close Ventures) in 2004. He previously worked for ING Barings in the corporate finance department, focusing on smaller UK companies. Prior to ING Barings, Ed worked in the corporate broking department of Charterhouse Securities where he assisted in equity fundraisings and other corporate transactions for quoted UK companies. Ed graduated from UCL with a first class degree in Philosophy. He became a Partner in Albion Ventures in 2009. Henry Stanford (46), MA, ACA, qualified as a chartered accountant with Arthur Andersen before joining the corporate finance department of Close Brothers Group in 1992, becoming an assistant director in 1996. He moved to Albion Ventures (then Close Ventures) in 1998. Henry became a Partner in Albion Ventures in 2009. He holds an MA degree in Classics from Oxford University. Robert Whitby-Smith (36), BA (Hons), MSI, ACA. After graduating in History at Reading University, Robert qualified as a chartered accountant at KPMG and subsequently worked in corporate finance at Credit Suisse First Boston and ING Barings. Since joining in 2005, Robert has assisted in the workout of three VCT portfolios (Murray VCT PLC, Murray VCT 2 PLC and Murray VCT 3 PLC now renamed Crown Place VCT PLC), formerly managed by Aberdeen Murray Johnson, and is responsible for investments in the leisure, manufacturing and technology sectors. Robert became a Partner in Albion Ventures in 2009. Marco Yu (33), MPhil, MA, MRICS, spent two and a half years at Bouygues (UK), developing cost management systems for PFI schemes, before moving to EC Harris in 2005 where he advised senior lenders on large capital projects. He joined Albion Ventures (then Close Ventures) in 2007 and became an Investment Manager in Albion Ventures in 2009. Marco graduated from Cambridge University with a first class degree in Economics and is a Chartered Surveyor. 221851_pp01-pp12 16/06/2011 17:07 Page 11 Portfolio of investments The following list is a summary of investments as at 31 March 2011: Qualifying Investments % voting rights of AVL* managed companies % voting rights As at 31 March 2011 As at 31 March 2010 Cumulative movement in value £’000 2,218 (885) (827) (766) (401) Cost £’000 4,279 3,323 3,100 2,088 1,464 Value £’000 6,497 2,438 2,273 1,322 1,063 Cumulative movement in value £’000 1,846 (528) (901) (667) (402) Cost £’000 4,609 3,000 3,100 2,088 1,464 Value £’000 6,455 2,472 2,199 1,421 1,062 14,254 (661) 13,593 14,261 (652) 13,609 586 982 274 222 380 108 50 1,249 144 127 (61) (286) (30) 4 1,835 1,126 401 161 94 78 54 960 1,071 274 222 380 108 50 695 (43) 75 (37) (282) (10) (7) 1,655 1,028 349 185 98 98 43 Change in value for the year £’000** 372 (357) 74 (99) 1 (9) 554 187 52 (24) (4) (20) 11 2,602 1,147 3,749 3,065 391 3,456 756 50.0 50.0 50.0 1,330 1,124 344 (247) (350) 55 1,083 774 399 1,330 1,124 344 (136) (455) 8 1,194 669 352 (111) 105 47 2,798 (542) 2,256 2,798 (583) 2,215 41 3,086 575 450 239 49 (1,786) (28) (186) (156) (2) 1,300 547 264 83 47 3,086 505 450 237 153 (1,656) (21) (210) (151) (100) 1,430 484 240 86 53 (130) (7) 24 (5) (2) 4,399 (2,158) 2,241 4,431 (2,138) 2,293 (120) 843 380 155 109 1,487 18 1 – – 19 861 381 155 109 1,506 – 380 – 69 449 – – – – – – 380 – 69 449 50.0 50.0 50.0 50.0 50.0 50.0 50.0 50.0 50.0 50.0 50.0 50.0 50.0 50.0 50.0 50.0 50.0 31.5 50.0 50.0 50.0 18 1 – – 19 (30) (10) 11 Hotels Kew Green VCT (Stansted) Limited 28.2 The Stanwell Hotel Limited 24.6 The Crown Hotel Harrogate Limited 15.6 26.1 The Bear Hungerford Limited 25.0 The Place Sandwich VCT Limited Total investment in the hotel sector Cinemas and other leisure City Screen (Cambridge) Limited CS (Greenwich) Limited CS (Brixton) Limited City Screen (Liverpool) Limited Premier Leisure (Suffolk) Limited CS (Exeter) Limited CS (Norwich) Limited Total investment in the cinema and other leisure sector Health and fitness clubs The Weybridge Club Limited Kensington Health Clubs Limited Tower Bridge Health Clubs Limited Total investment in the health and fitness club sector Pubs The Charnwood Pub Company Limited Bravo Inns II Limited Bravo Inns Limited GB Pub Company VCT Limited The Dunedin Pub Company VCT Limited Total investment in the pub sector 50.0 18.3 6.4 18.2 5.2 6.6 3.1 8.2 4.9 5.5 8.8 4.4 5.1 5.9 4.3 Healthcare Oakland Care Centre Limited Taunton Nursing Homes Limited Nelson House Hospital Limited Orchard Portman Hospital Limited 13.3 6.0 5.0 2.0 Total investment in the healthcare sector Residential property development G&K Smart Developments VCT Limited Prime VCT Limited Chase Midland VCT Limited Total investment in the residential property development sector 42.9 50.0 38.1 50.0 50.0 50.0 1,820 990 34 (1,144) (640) (23) 676 350 11 3,000 990 720 (1,114) (630) (34) 1,886 360 686 2,844 (1,807) 1,037 4,710 (1,778) 2, 932 (29) Education Radnor House School Limited 4.6 50.0 Total investment in education sector Environmental and renewables TEG Biogas (Perth) Limited The Street by Street Solar Programme Limited AVESI Limited 7.1 2.5 2.5 50.0 50.0 50.0 Total investment in the environmental and renewables sector 800 800 207 99 20 326 27 27 – – – – 827 827 207 99 20 326 – – – – – – – – – – – – – – – – – – 27 27 – – – – Total qualifying investments 29,510 (3,975) 25,535 29,714 (4,760) 24,954 685 * Albion Ventures LLP ** As adjusted for additions and disposals during the year Albion Venture Capital Trust PLC 11 221851_pp01-pp12 16/06/2011 17:07 Page 12 Portfolio of investments (continued) % voting rights of AVL* % voting managed Non-qualifying Investments rights companies Hotels The Place Sandwich VCT Limited – – Total investment in the hotel sector Total non-qualifying investments As at 31 March 2011 As at 31 March 2010 Cumulative movement Cumulative movement Cost £’000 in value £’000 Value £’000 Cost £’000 in value £’000 Value £’000 176 176 176 263 263 263 439 439 439 176 176 176 263 263 263 439 439 439 Change in value for the year £’000** – – – Total fixed asset investments 29,686 (3,712) 25,974 29,890 (4,497) 25,393 685 * Albion Ventures LLP ** As adjusted for additions and disposals during the year Realisations in the year to 31 March 2011 City Screen (Cambridge) Limited CS (Greenwich) Limited Geronimo Inns VCT I Limited and Geronimo Inns VCT II Limited G&K Smart Developments VCT Limited Kew Green VCT (Stansted) Limited River Bourne Health Club Limited Chase Midland VCT Limited The Dunedin Pub Company VCT Limited Total realisations Cost £’000 375 90 540 1,180 330 3 686 104 3,308 Opening carrying value £’000 375 90 602 1,180 330 3 686 21 3,287 Disposal proceeds £’000 Realised Gain/(loss) on gain/(loss) opening value £’000 £’000 375 90 610 1,180 330 5 686 4 3,280 – – 70 – – 2 – (100) (28) – – 8 – – 2 – (17) (7) 12 Albion Venture Capital Trust PLC 221851_pp13-pp14 16/06/2011 17:08 Page 13 Portfolio companies The top ten qualifying investments by total aggregate value of equity and loan stock are as follows: Kew Green VCT (Stansted) Limited The company developed and operates a limited service hotel under the “Holiday Inn Express” brand at Stansted Airport on a 125 year lease. The hotel opened in January 2005 with 183 bedrooms. A 71 bedroom extension opened in July 2007, taking the hotel to 254 bedrooms. Turnover EBITDA Profit before interest Net assets Basis of valuation: Website: Audited results: year to 31 August 2010 £’000 4,802 1,194 946 3,692 Net asset value (excluding unutilised maintenance provision) supported by third party valuation of leasehold property www.expressstanstedairport.co.uk Investment information Income recognised in the year Total cost Total valuation Voting rights £’000 328 4,279 6,497 28.2 per cent. Funds managed and advised by Albion Ventures LLP have invested in this company and their combined equity holding in the company is 50.0 per cent. The Stanwell Hotel Limited The company acquired the 19 bedroom Stanwell Hall Hotel near Heathrow in August 2007. Planning consent was subsequently obtained to extend the hotel to 52 bedrooms and the hotel re-opened at the end of April 2010. Turnover EBITDA Loss before interest Net assets Basis of valuation: Website: Audited results: year to 31 August 2010 £’000 197 (182) (288) 59 Net asset value supported by third party valuation of freehold property www.thestanwell.com Investment information Income recognised in the year Total cost Total valuation Voting rights £’000 – 3,323 2,438 24.6 per cent. Funds managed and advised by Albion Ventures LLP have invested in this company and their combined equity holding in the company is 50.0 per cent. The Crown Hotel Harrogate Limited The company acquired the historic 114 bedroom Crown Hotel in Harrogate, Yorkshire in November 2005. A substantial refurbishment was carried out and the hotel is once again recognised as one of the leading hotels in Harrogate. Turnover EBITDA Loss before interest Net assets Basis of valuation: Website: Audited results: year to 31 March 2010 £’000 2,536 407 (130) 6,562 Net asset value supported by third party valuation of freehold property www.crownhotelharrogate.com Investment information Income recognised in the year Total cost Total valuation Voting rights £’000 152 3,100 2,273 15.6 per cent. Funds managed and advised by Albion Ventures LLP have invested in this company and their combined equity holding in the company is 50.0 per cent. City Screen (Cambridge) Limited The company was formed to develop and operate a three screen “art house” cinema in the centre of Cambridge on a 34 year lease. The cinema opened in August 1999 and continues to perform strongly in a competitive market. Audited results: year to 31 December 2010 £’000 1,812 445 445 2,547 Net asset value supported by third party valuation of leasehold property www.picturehouses.co.uk Turnover EBITDA Profit before interest Net assets Basis of valuation: Website: No other funds managed and advised by Albion Ventures LLP have invested in this company. Investment information Income recognised in the year Total cost Total valuation Voting rights £’000 69 586 1,835 50.0 per cent. The Bear Hungerford Limited The company acquired the historic 39 bedroom Bear Hotel in Hungerford in 2005 and a refurbishment programme has taken place. The hotel is well known for the quality of its food. Turnover EBITDA Profit before interest Net liabilities Basis of valuation: Website: Audited results: year to 31 March 2010 £’000 1,319 231 81 (1,501) Net asset value supported by third party valuation of freehold property www.thebearhotelhungerford.co.uk Investment information Income recognised in the year Total cost Total valuation Voting rights £’000 94 2,088 1,322 26.1 per cent. Funds managed and advised by Albion Ventures LLP have invested in this company and their combined equity holding in the company is 50.0 per cent. Albion Venture Capital Trust PLC 13 221851_pp13-pp14 16/06/2011 17:08 Page 14 Portfolio companies (continued) The Charnwood Pub Company Limited The company is a pub company which owns and operates 11 freehold public houses in central England. The pubs are seeing tougher trading caused by weaker consumer spending, but are profitable and benefit from strong operational management. Turnover EBITDA Loss before interest Net liabilities Basis of valuation: Website: Audited results: 17 months to 31 March 2010* £’000 3,314 263 (255) (608) Net asset value supported by third party valuation of freehold property www.charnwoodpubco.co.uk Investment information Income recognised in the year Total cost Total valuation Voting rights £’000 57 3,086 1,300 8.8 per cent. Funds managed and advised by Albion Ventures LLP have invested in this company and their combined equity holding in the company is 50.0 per cent. * The audited results include the costs associated with the acquisition of a further 8 pubs and costs relating to the restructuring of the pub portfolio. CS (Greenwich) Limited This company operates the five screen Picturehouse cinema in Greenwich. Audited results: year to 31 December 2010 £’000 2,303 534 534 1,825 Net asset value supported by third party valuation of leasehold property www.picturehouses.co.uk Turnover EBITDA Profit before interest Net assets Basis of valuation: Website: Funds managed and advised by Albion Ventures LLP have invested in this company and their combined equity holding in the company is 50.0 per cent . Investment information Income recognised in the year Total cost Total valuation Voting rights £’000 100 982 1,126 18.3 per cent. The Weybridge Club Limited The company owns a 30 acre freehold site near to the centre of Weybridge, Surrey, which has been developed into a premium health and fitness club. The club opened in May 2007 and membership is currently building up well. Audited results: 13 Months to 30 September 2010 £’000 Turnover 1,972 EBITDA 409 Profit before interest 409 Net liabilities (1,265) Basis of valuation: Net asset value supported by independent desktop review www.theweybridgeclub.com Website: Funds managed and advised by Albion Ventures LLP have invested in this company and their combined equity holding in the company is 50.0 per cent. Investment information Income recognised in the year Total cost Total valuation Voting rights £’000 24 1,330 1,083 8.2 per cent. The Place Sandwich VCT Limited The company acquired the 34-bedroom Bell Hotel at Sandwich in Kent in January 2005, following which a substantial refurbishment programme was undertaken. Three additional bedrooms have subsequently been created, taking the total number of bedrooms to 37. Audited results: year to 30 June 2010 £’000 1,473 Turnover 341 EBITDA 188 Profit before interest 2,081 Net assets Net asset value supported by third party valuation of freehold property Basis of valuation: Website: www.bellhotelsandwich.co.uk Funds managed and advised by Albion Ventures LLP have invested in this company and their combined equity holding in the company is 50.0 per cent. Investment information Income recognised in the year Total cost Total valuation Voting rights £’000 157 1,464 1,063 25.0 per cent Oakland Care Centre Limited The company has acquired a freehold site on which it is developing a new, purpose built care home catering for the needs of up to 45 residents suffering from dementia. The care home is due to open in November 2011 and will employ highly trained staff under the supervision of an experienced care management team. The company was incorporated on 7 October 2010 and has not yet filed accounts at Companies House. Basis of valuation: £’000 17 843 861 13.3 per cent. Funds managed and advised by Albion Ventures LLP have invested in this company and their combined equity holding in the company is 31.5 per cent. Investment information Income recognised in the year Total cost Total valuation Voting rights Cost 1 Net assets of investee companies where a recent third party valuation has taken place, may have a higher valuation in Albion Venture Capital Trust PLC’s accounts than in their own, if investee companies do not have a policy of revaluing their fixed assets. 1 As adjusted for accrued interest 14 Albion Venture Capital Trust PLC 221851_pp15-pp28 16/06/2011 17:10 Page 15 Directors’ report and enhanced business review The Directors submit their Annual Report and the audited Financial Statements on the affairs of Albion Venture Capital Trust PLC (the “Company”) for the year ended 31 March 2011. BUSINESS REVIEW Principal activity and status The principal activity of the Company is that of a venture capital trust. It has been approved by H.M. Revenue & Customs (“HMRC”) as a venture capital trust in accordance with Part 6 of the Income Tax Act 2007 and in the opinion of the Directors, the Company has conducted its affairs so as to enable it to continue to obtain such approval. Approval for the year ended 31 March 2011 is subject to review should there be any subsequent enquiry under corporation tax self assessment. The Company is not a close company for taxation purposes and its shares are listed on The London Stock Exchange. Under current tax legislation, shares in the Company provide tax-free capital growth and income distribution, in addition to the income tax relief some investors would have obtained when they invested in the original share offers. Capital structure Details of the authorised and issued share capital, together with details of the movements in the Company’s issued share capital during the year are shown in note 15. The Company’s share capital comprises Ordinary shares only. The Ordinary shares are designed for individuals who are professionally advised private investors, seeking, over the long term, investment exposure to a diversified portfolio of unquoted investments. The investments are spread over a number of sectors, to produce a regular and predictable source of income, combined with the prospect of longer term capital growth. All shares rank pari passu for dividend and voting rights and each share is entitled to one vote. The Directors are not aware of any restrictions on the transfer of shares or on voting rights. The Company currently operates a Dividend Reinvestment Scheme, details of which can be found on www.albion- ventures.co.uk under the ‘Our Funds’ section. During the year the Company issued 101,464 new Ordinary shares under the Dividend Reinvestment Scheme, details of which can be found in note 15. On 1 November 2010, the Company announced the launch of the Albion VCTs Linked Top Up Offer in conjunction with six other VCTs managed by Albion Ventures LLP. During the year the Company issued a total of 1,571,485 new Ordinary shares (details are shown in note 15). Since the year end, a total of 557,746 new Ordinary shares have been issued as part of this Offer (details are shown in note 21). The Offer closed on 16 May 2011. Substantial interests and shareholder profile As at 31 March 2011 and at the date of this report, the Company was aware that J M Finn Nominees had a beneficial interest of 7.1 per cent. (2010: 7.5 per cent.) of the issued share capital. There have been no disclosures in accordance with Disclosure and Transparency Rule 5 made to the Company during the year ended 31 March 2011, and to the date of this report. The table below shows the shareholder profile as at 16 June 2011 for the Company’s Ordinary shares: Number of shares held 1 – 10,000 10,001 – 50,000 50,001 – 100,000 100,001 – 500,000 500,001 – 1,000,000 % shareholders % share capital 16.5 38.8 15.8 14.4 14.5 62.7 31.7 4.0 1.5 0.1 Investment policy The Company’s investment strategy is to provide investors with a regular and predictable source of dividend income combined with the prospect of long term capital growth, through allowing investors the opportunity to participate in a balanced portfolio of asset-backed businesses. The Company’s investment portfolio will thus be structured to provide a balance between income and capital growth for the longer term. This is achieved as follows: ● ● ● qualifying unquoted investments are predominantly in specially-formed companies which provide a high level of asset backing for the capital value of the investment; Albion Venture Capital Trust PLC invests alongside selected partners with proven experience in the sectors concerned; investments are normally structured as a mixture of equity and loan stock. The loan stock represents the majority of the finance provided and is secured on the assets of the investee company. Funds managed or advised by Albion Ventures LLP typically own 50 per cent. of the equity of the investee company; and Albion Venture Capital Trust PLC 15 221851_pp15-pp28 16/06/2011 17:10 Page 16 Directors’ report and enhanced business review (continued) ● other than the loan stock issued to funds managed or advised by Albion Ventures LLP, investee companies do not normally have external borrowings. Details of the sectors in which the Company is invested can be found in the pie chart on page 8 of the Manager’s report. Investee company gross assets must not exceed £15 million immediately prior to the investment and £16 million immediately thereafter and there is an annual investment limit of £1 million in each company. Gearing As defined by the Articles of Association, the Company’s maximum exposure in relation to gearing is restricted to 10 per cent. of the adjusted share capital and reserves. As at 31 March 2011, the Company’s maximum permitted exposure was £2,876,000 (2010: £2,840,000) and its actual short term and long term gearing at this date was £nil (2010: £nil). The Directors do not currently have any intention to utilise long term gearing. Current portfolio sector allocation The pie chart on page 8 of the Manager’s report shows the split of the portfolio valuation by industrial or commercial sector as at 31 March 2011. Details of the principal investments made by the Company are shown in the Portfolio of investments on pages 11 and 12. Review of business and future changes A detailed review of the Company’s business during the year and future prospects is contained in the Chairman’s statement on page 6 and Manager’s report on page 8. Details of significant events which have occurred since the end of the financial year are listed in note 21. Details of related party transactions are shown in note 22. The Directors do not foresee any major changes in the activity undertaken by the Company in the current year. The Company continues with its objective to invest in unquoted companies throughout the United Kingdom with a view to providing both capital growth and a reliable dividend income to shareholders over the long term. Operational arrangements The Company has delegated the investment management of the portfolio to Albion Ventures LLP, which is authorised and regulated by the Financial Services Authority. Albion Ventures LLP also provides company secretarial and other accounting and administrative support to the Company. Further details regarding the terms of engagement of the Manager are shown on page 19. Venture Capital Trust status In addition to the investment policy described above, the HMRC rules drive the Company’s investment allocation and risk diversification policies. In order to maintain status under Venture Capital Trust legislation, the following tests must be met: (1) (2) (3) (4) (5) (6) The Company’s income must be derived wholly or mainly from shares and securities; At least 70 per cent. of the HMRC value of its investments must have been represented throughout the year by shares or securities that are classified as ‘qualifying holdings’; At least 30 per cent. by HMRC value of its total qualifying holdings must have been represented throughout the year by holdings of ‘eligible shares’; At no time in the year must the Company’s holdings in any one company (other than another VCT) have exceeded 15 per cent. by HMRC value of its investments; The Company must not have retained greater than 15 per cent. of its income earned in the year from shares and securities; Eligible shares must comprise at least 10 per cent. by HMRC value of the total of the shares and securities that the Company holds in any one investee company; and (7) The Company’s shares, throughout the year, must have been listed in the Official List of the Stock Exchange. These tests drive a spread of investment risk through disallowing holdings of more than 15 per cent. in any investee company. The tests have been carried out and independently reviewed for the year ended 31 March 2011. The Company has complied with all tests and continues to do so. ‘Qualifying holdings’ for Albion Venture Capital Trust PLC include shares or securities (including loans with a five year or greater maturity period) in companies which operate a ‘qualifying trade’ wholly or mainly in the United Kingdom. ‘Qualifying trade’ excludes, amongst other sectors, dealing in shares and securities, insurance, banking and agriculture. 16 Albion Venture Capital Trust PLC 221851_pp15-pp28 16/06/2011 17:10 Page 17 Directors’ report and enhanced business review (continued) Results and dividends The results for the year ended 31 March 2011 are as follows: Net revenue return for the year ended 31 March 2011 Revenue dividend of 2.5p per share paid on 25 June 2010 Revenue dividend of 2.5p per share paid on 31 December 2010 Transfer from Special reserve for the year ended 31 March 2011 Transferred to revenue reserve Net assets as at 31 March 2011 Net asset value per share as at 31 March 2011 (pence) £’000 870 (867) (857) 1,724 –––––––––––– 870 –––––––––––– 28,761 –––––––––––– 80.50 –––––––––––– The Company paid dividends of 5.0 pence per share (2010: 5.0 pence per share) during the year ended 31 March 2011. As described in the Chairman’s statement, the Board has declared a first dividend of 2.5 pence per share. This dividend will be paid on 29 July 2011 to shareholders on the register as at 1 July 2011. As shown in the Income statement on page 30 of the Financial Statements, investment income has decreased to £1,300,000 (2010: £1,330,000) due to lower interest rates paid on cash deposits as a result of low base and LIBOR rates during the year and no dividends received in the year. Loan stock income has increased due to higher revenue returns on loan stock investments. The revenue return to equity holders has decreased to £870,000 (2010: £1,003,000) or 2.5 pence per share (2010: 2.9 pence per share), due to the fall in income as noted above and to a tax credit received in 2010. The capital gain for the year was £402,000 (2010: loss of £578,000), primarily as a result of the upward movement in the valuation of the portfolio of investments, partly offset by management fees charged to capital. The total return per share was 3.66 pence per share (2010: 1.22 pence per share). The Balance sheet on page 31 shows that the net asset value per share has decreased over the last year to 80.50 pence per share (2010: 81.62 pence per share), primarily reflecting the payment of 5.0 pence per share dividend during the year, offset by the return for the year. The cash flow for the business has been a net inflow of £868,000 for the year (2010: outflow £395,000), reflecting cash inflows from operations, fixed asset disposals, and the issue of Ordinary shares under the Albion VCTs Linked Top Up Offer, offset by dividends paid, new investments in the year and the purchase of shares for treasury. Share buy-backs The Company operates a programme of buying back shares either for cancellation or for holding in treasury. Details regarding the current policy can be found on page 6 of the Chairman’s statement. Key performance indicators The Directors believe that the following key performance indicators are the most important for the business. The graph on page 4 shows Albion Venture Capital Trust PLC’s net asset value total return against the FTSE All- Share Index total return, in both instances with dividends reinvested, since the performance of the net asset value and return per share for the year are shown above. first allotment. Details on The total expense ratio for the year to 31 March 2011 was 2.8 per cent. (2010: 2.8 per cent. excluding the recovery of historic VAT). The Company continues to comply with HMRC rules in order to maintain its status under Venture Capital Trust legislation as highlighted on page 16. Principal risks and uncertainties In addition to the current economic risks outlined in the Chairman’s statement, the Board considers that the Company faces the following major risks and uncertainties: 1. Investment risk This is the risk of investment in poor quality assets which reduces the capital and income returns to shareholders, and negatively the Company’s reputation. By nature, smaller unquoted businesses, such as those that qualify for venture capital trust purposes, are more fragile than larger, long established businesses. impacts on To reduce this risk, the Board places reliance upon the skills and expertise of the Manager and its strong track record for investing in this segment of the market. In addition, the Manager operates a formal and structured investment process, which includes an Investment Committee, comprising investment professionals from the Manager and at least one Albion Venture Capital Trust PLC 17 221851_pp15-pp28 16/06/2011 17:10 Page 18 Directors’ report and enhanced business review (continued) 2. 3. external investment professional. The Manager also invites comments from all non-executive Directors on investments discussed at the Investment Committee meetings. Investments are actively and regularly monitored by the Manager (investment managers normally sit on investee company boards) and the Board receives detailed reports on each investment as part of the Manager’s report at quarterly board meetings. Venture Capital Trust approval risk The Company’s current approval as a venture capital trust allows investors to take advantage of tax reliefs on initial investment and ongoing tax free capital gains and dividend income. Failure to meet the qualifying requirements could result in investors losing the tax relief on initial investment and loss of tax relief on any tax-free income or capital gains received. In addition, failure to meet the qualifying requirements could result in a loss of listing of the shares. To reduce this risk, the Board has appointed the Manager, which has a team with significant experience in venture capital trust management, used to operating within the requirements of the venture capital trust legislation. In addition, to provide further formal reassurance, the Board has appointed taxation PricewaterhouseCoopers LLP as advisers. PricewaterhouseCoopers LLP report quarterly to the Board to independently confirm compliance with the venture capital trust legislation, to highlight areas of risk and to inform on changes in legislation. its Compliance risk The Company is listed on The London Stock Exchange and is required to comply with the rules of the UK Listing Authority, as well as with the Companies Act, Accounting Standards and other legislation. Failure to comply with these regulations could result in a delisting of the Company’s shares, or other penalties under the Companies Act or from financial reporting oversight bodies. Board members and the Manager have experience of operating at senior levels within quoted businesses. In addition, the Board and the Manager receive regular updates on new regulation from its auditors, lawyers and other professional bodies. 18 Albion Venture Capital Trust PLC 4. Internal control risk Failures in key controls, within the Board or within the Manager’s business, could put assets of the Company at risk or result in reduced or inaccurate information being passed to the Board or to shareholders. The Audit Committee meets with the Manager’s internal auditors Littlejohn LLP at least once a year, receiving a report regarding the last formal internal audit performed on the Manager, and providing the opportunity for the Audit Committee to ask specific and detailed questions. During the year the Board met with the partner at Littlejohn LLP responsible for Albion Ventures LLP’s internal audit, to discuss the most recent Internal Audit Report completed on the Manager. The Manager has a comprehensive business continuity plan in place in the event that operational continuity is threatened. Further details regarding the Board’s management and review of the Company’s the implementation of the Turnbull guidance are detailed on page 25. controls through internal 5. 6. Measures are in place to mitigate information risk in integrity, availability and order to ensure the the confidentiality of business. information used within Reliance upon third parties risk The Company is reliant upon the services of Albion Ventures LLP for the provision of investment management and administrative functions. There are provisions within the management agreement for the change of Manager under certain circumstances (for more detail, see the management agreement paragraph on page 19). In addition, the Manager has demonstrated to the Board that there is no undue reliance placed upon any one individual within Albion Ventures LLP. Financial risks By its nature, as a venture capital trust, the Company is exposed to investment risk (which comprises investment price risk and cash flow interest rate risk), credit risk and liquidity risk. The Company’s policies for managing these risks and its financial instruments are outlined in full in note 19 to the Financial Statements. All of the Company’s is denominated in sterling and hence the Company has no foreign currency risk. The Company is financed through income and expenditure 221851_pp15-pp28 16/06/2011 17:10 Page 19 Directors’ report and enhanced business review (continued) equity and does not have any borrowings. The Company does not use derivative financial instruments. the recognises importance of Environment The management and administration of Albion Venture Capital Trust PLC is undertaken by the Manager. Albion Ventures LLP its environmental responsibilities, monitors its impact on the environment, and designs and implements policies to reduce any damage that might be caused by its activities. Initiatives designed to minimise the Company’s impact on the environment include recycling and reducing energy consumption as will be shown in the financial statements of Albion Ventures LLP. Employees The Company is managed by Albion Ventures LLP and hence has no employees other than its Directors. Directors The Directors who held office throughout the year and their interests in the shares of the Company (together with those of their immediate family) are as follows: 31 March 2011 (Number of shares) 10,000 13,109 31 March 2010 (Number of shares) 10,000 13,109 n/a 20,000 3,766 88,301 20,000 – D J Watkins J M B L Kerr J Thornton (resigned 30 September 2010) J Warren J N Rounce (appointed 21 June 2010) There have been no changes to the Directors interests since the year end. No Director has a service contract with the Company. All Directors are members of the Audit Committee, of which John Kerr is Chairman. No options over the share capital, long term incentive or retirement benefits of the Company have been granted to the Directors personally, nor does the Company make a contribution to any pension scheme on behalf of the Directors. Further details regarding the Directors’ remuneration are shown on page 27. Directors’ indemnity Each Director has entered into a Deed of Indemnity with the Company which indemnifies each Director, subject to the provisions of the Companies Act 2006 and the limitations set out in each deed, against any liability arising out of any claim made against him in relation to the performance of his duties as a Director of the Company. A copy of each Deed of Indemnity entered into by the Company for each Director is available at the Registered Office of the Company. Re-election of Directors Directors’ retirement and re-election is subject to the Articles of Association and the Combined Code on Corporate Governance. At the forthcoming Annual General Meeting, David Watkins, Jeff Warren and John Kerr will retire and offer themselves for re-election. Management agreement Under the Management agreement, the Manager provides investment management, secretarial and administrative services to the Company. The Management agreement can be terminated by either party on 12 months’ notice. The Management agreement is subject to earlier termination in the event of certain breaches or on the insolvency of either party. The Manager is paid an annual fee equal to 2 per cent. of the net asset value of the Company and an annual secretarial and administrative fee of £41,289 (2010: £39,955) increased annually by RPI. These fees are payable quarterly in arrears. Total annual expenses, including the management fee, are limited to 3.5 per cent. of the net asset value. In line with common practice, the Manager is also entitled to an arrangement fee, payable by each investee company, of approximately 2 per cent. on each investment made. Management performance incentive In order to provide the Manager with an incentive to maximise the return to investors, the Company has entered into a management performance incentive arrangement with the Manager. Under the incentive arrangement, the Company will pay an incentive fee to the Manager of an amount equal to 8 per cent. of the excess total return above 5 per cent. per annum, paid out annually in cash as an addition to the management fee. Any shortfall of the target return will be carried forward into subsequent periods and the incentive fee will only be paid once all previous and current target returns have been met. For the year to 31 March 2011, no incentive fee became due to the Manager (2010: £nil). Albion Venture Capital Trust PLC 19 221851_pp15-pp28 16/06/2011 17:10 Page 20 Directors’ report and enhanced business review (continued) No further performance fee will become due until the hurdle rate comprising net asset value, plus dividends, has been reached. £5,000). The creditor days as at 31 March 2011 was 1 day (2010: 2 days). Evaluation of the Manager The Board has evaluated the performance of the Manager based on the returns generated by the Company, the continuing achievement of the 70 per cent. investment requirement for Venture Capital Trust status, the long term prospects of current the Management agreement and the services provided therein, and benchmarking the performance of the Manager to other service providers. The Board believes that it is in the interests of shareholders as a whole, and of the Company, to continue the appointment of the Manager for the forthcoming year. investments, a review of Valuation of investments As described in note 2 of the Financial Statements, the unquoted equity investments, debt issued at a discount and convertible bonds held by the Company are valued at fair value through profit or loss in accordance with the International Private Equity and Venture Capital Valuation Guidelines. These guidelines set out recommendations, intended to represent current best practice on the valuation of venture capital investments. Unquoted investments are valued on the basis of forward looking estimates and judgements about the business itself, its market and the environment in which it operates, together with the state of the mergers and acquisitions market, stock market conditions and other factors. In making these judgements the valuation takes into account all known material facts up to the date of approval of the Financial Statements by the Board. All other unquoted loan stock is measured at amortised cost. Investment and co-investment The Company co-invests with other venture capital trusts and funds managed by Albion Ventures LLP. Allocation of investments is on the basis of an allocation agreement which is based, inter alia, on the ratio of funds available for investment. Auditor The current auditor, PKF (UK) LLP, has indicated its willingness to continue as auditor to Albion Venture Capital Trust PLC. A resolution to re-appoint PKF (UK) LLP as auditor will be proposed at the Annual General Meeting on 18 July 2011. Supplier payment policy The Company’s policy is to pay all supplier invoices within 30 days of the invoice date, or as otherwise agreed. Trade creditors totalled £3,000 as at 31 March 2011 (2010: 20 Albion Venture Capital Trust PLC Annual General Meeting The Annual General Meeting will be held at the City of London Club, 19 Old Broad Street, London EC2N 1DS at 11:30 am on 18 July 2011. The notice of the Annual General Meeting is at the end of this document. The proxy form enclosed with this Annual Report and Financial Statements permits shareholders to disclose votes ‘for’, ‘against’, and ‘withheld’. A ‘vote withheld’ is not a vote in law and will not be counted in the proportion of the votes for and against the resolution. A summary of proxies lodged at the Annual General Meeting will be published at www.albion-ventures.co.uk within the ‘Our Funds’ section by clicking on Albion Venture Capital Trust PLC. Resolutions relating to the following items of special business will be proposed at the forthcoming Annual General Meeting for which shareholder approval is required in order to comply either with the Companies Act or the Listing Rules of the Financial Services Authority. Electronic and web communications Ordinary resolution number 8 will request authority to send all documents, notices and information to shareholders by electronic means (as such term is defined in the Financial Services Authority’s Disclosure and Transparency Rules) including by means of a website and in all electronic forms. With effect from 20 January 2007, the Companies Act 2006 introduced new provisions enabling companies to communicate with shareholders by electronic and/or website communication. A company is allowed to send documents to a shareholder in electronic form (subject to consent of the shareholders) via a website. Before the Company can communicate with a shareholder by means of website communication: (a) (b) an ordinary resolution of the shareholders of the the use of electronic Company authorising communications is required under the Financial Services Authority’s Disclosure and Transparency Rules; and the relevant shareholder must be asked individually by the Company to agree that the Company may send or supply documents or information to him or her by means of a website. The Company must either have received a positive response or have no response within the period of 28 days beginning 221851_pp15-pp28 16/06/2011 17:10 Page 21 Directors’ report and enhanced business review (continued) with the date on which the request was sent to the relevant shareholder to electronic in which case consent communications is deemed to have been given. The Company will notify the shareholder (either by post, or by other permitted means) when a relevant document or information is placed on the website and a shareholder retains the right to request a hard copy version of the document or information. These new provisions should lead to administrative cost savings in the future and the Company plans to contact shareholders individually for their consent to receive communications from the Company via its website or to elect to receive communications either electronically or in hard copy. Power to allot shares Ordinary resolution number 9 will request the authority to allot up to an aggregate nominal amount of £1,916,496 representing approximately 10 per cent. of the issued Ordinary share capital of the Company as at 16 June 2011. whichever is earlier. Members will note that this resolution also applies to treasury shares. Purchase of own shares Special resolution number 11 will request the authority to purchase approximately 14.99 per cent. of the Company’s issued Ordinary share capital at, or between, the minimum and maximum prices specified in resolution 10. Shares bought back under this authority may be cancelled and up to 10 per cent. can be held in treasury. The Board believes that it is helpful for the Company to continue to have the flexibility to buy its own shares and this resolution seeks authority from shareholders to do so. This resolution would renew the 2010 authority, which was on similar terms. During the financial year under review, the Company purchased 739,995 Ordinary shares of 50 pence each for treasury at an aggregate consideration of £492,000 including stamp duty representing 2.0 per cent. of the issued share capital of the Company as at 31 March 2011. The Directors do not currently have any intention to allot shares, with the exception of the Dividend Reinvestment Scheme, any top up offer outside the provisions of the Prospectus Rules and reissuing treasury shares where it is in the Company’s interest to do so. The Company currently holds 2,043,273 Ordinary treasury shares representing 5.3 per cent. of the total Ordinary share capital in issue as at 16 June 2011. This resolution replaces the authority given to the Directors at the Annual General Meeting in 2010. The authority sought at the forthcoming Annual General Meeting will expire 18 months from the date this resolution is passed or at the conclusion of the next Annual General Meeting of the Company, whichever is earlier. Dis-application of pre-emption rights Special resolution number 10 will request the authority for the Directors to allot equity securities for cash without first being required to offer such securities to existing members. This will include the sale on a non pre-emptive basis of any shares the Company holds in treasury for cash. The authority relates to a maximum aggregate of £1,916,496 of the nominal value of the share capital representing 10 per cent. of the issued Ordinary share capital of the Company as at the date of this Report. The authority sought at the Annual General Meeting will expire 18 months from the date this resolution is passed or at the conclusion of the next Annual General Meeting, whichever is earlier. Members will note that this resolution also applies to treasury shares. Treasury shares Under the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 (the “Regulations”), shares purchased by the Company out of distributable profits can be held as treasury shares, which may then be cancelled or sold for cash. The authority sought by these resolutions is intended to apply equally to shares to be held by the Company as treasury shares in accordance with the Regulations. Special resolution number 12 will request the authority to permit Directors to sell treasury shares at the higher of the prevailing current share price and the price bought in at. Recommendation Your Board believes that the passing of the resolutions above is in the best interests of the Company and its shareholders as a whole, and unanimously recommends that you vote in favour of all the proposed resolutions, as the Directors intend to do in respect of their own beneficial shareholdings. The authority sought at the Annual General Meeting will expire 18 months from the date this resolution is passed or at the conclusion of the next Annual General Meeting, Statement of Directors’ responsibilities The Directors are responsible for preparing the Directors’ report and enhanced business review, the Directors’ remuneration report and the Financial Statements in Albion Venture Capital Trust PLC 21 221851_pp15-pp28 16/06/2011 17:10 Page 22 Directors’ report and enhanced business review (continued) liabilities, financial position and profit or loss of the Company; and the Management report included within the Chairman’s statement, Manager’s report and Director’s report and enhanced business review 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. The names of all the Directors are stated on page 2. Disclosure of information to auditor In the case of the persons who are Directors of the Company at the date of approval of this report: ● ● so far as each of the Directors are aware, there is no relevant audit information of which the Company’s auditor is unaware; and each of the Directors has taken all the steps that he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that that information. the Company’s auditor is aware of This disclosure is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006. By Order of the Board Albion Ventures LLP Company Secretary 1 King’s Arms Yard London, EC2R 7AF 16 June 2011 accordance with applicable law and regulations. They are also responsible for ensuring that the Annual Report includes information required by the Listing Rules of the Financial Services Authority. ● 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 of the Company and of the profit or loss of the Company for that period. In preparing these Financial Statements the Directors are required to: ● ● ● ● select suitable accounting policies and then apply them consistently; make judgements and estimates that are reasonable and prudent; state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the Financial Statements; and 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 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 are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of the Financial Statements and other information included in annual reports may differ in other jurisdictions. legislation from The Directors confirm, to the best of their knowledge, that: ● the Financial Statements, which have been prepared in accordance with UK Generally Accepted Accounting Practice, give a true and fair view of the assets, 22 Albion Venture Capital Trust PLC 221851_pp15-pp28 16/06/2011 17:10 Page 23 Statement of corporate governance Background The Financial Services Authority requires all listed companies to disclose how they have applied the principles and complied with the provisions of the Combined Code issued by the Financial Reporting Council (“FRC”) in July 2003 (“the Code”) and updated in June 2006 and June 2008. The Board of Albion Venture Capital Trust PLC has also considered the principles and recommendations of the AIC Code of Corporate Governance (“AIC Code”) by reference to the AIC Corporate Governance Guide for Investment Companies (“AIC Guide”). The AIC Code, as explained by the AIC Guide, addresses all the principles set out in Section 1 of the Combined Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to Albion Venture Capital Trust PLC. The Board considers that reporting against the principles and recommendations of the AIC Code, and by reference to the AIC Guide (which incorporates the Combined Code), will provide better information to shareholders than reporting under the Code alone. The Company has complied with the recommendations of the AIC Code and the relevant provisions of Section 1 of the Combined Code, except as set out below. Application of the Principles of the Code The Board attaches importance to matters set out in the Code and applies its principles. However, as a venture capital trust company, most of the Company’s day-to-day responsibilities are delegated to third parties and the Directors are all non-executive. Thus, not all the provisions of the Code are directly applicable to the Company. Board of Directors The Board consists solely of non-executive Directors. Since all Directors are non-executive and day-to-day management responsibilities are sub-contracted to the Manager, the Company does not have a Chief Executive Officer. David Watkins is the Chairman and Jeff Warren is the Senior Independent Director. The Board has an independent Chairman, David Watkins, and Jonathan Rounce and Jeff Warren are also considered to be independent. John Kerr is not an independent Director as he is also a director of Albion Income & Growth VCT PLC, a fund managed by the Manager Albion Ventures LLP and a member of the Investment Committee of Albion Ventures LLP. David Watkins and John Kerr have both been Directors of the Company for more than nine years and, in accordance with the recommendations of the AIC code, are subject to annual re-election. The Board does not have a policy of limiting the tenure of any Director as the Board does not consider that a Director’s length of service reduces his ability to act independently of the Manager. The Directors have a range of business and financial skills which are relevant to the Company; these are described in the Board of Directors section of this Report, on page 9. Directors are provided with key information on the Company’s activities, including regulatory and statutory requirements, and internal controls, by the Manager. The Board has direct access to secretarial advice and compliance services by the Manager, who is responsible for ensuring that Board procedures are followed and applicable procedures complied with. All Directors are able to take independent professional advice in furtherance of their duties if necessary. In accordance with the Combined Code, the Company has in place Directors’ & Officers’ Liability Insurance. The Board met five times during 2010 as part of its regular programme of Board meetings. All of the Directors attended each meeting. The Board also met to discuss and approve revisions to the Albion VCTs’ portfolio allocation agreement that arose after Albion Ventures LLP was appointed investment manager of Spark VCT PLC and Spark VCT 2 PLC. In addition further Board or sub-committee meetings were held during the year, comprising at least two Directors, to allot shares issued under the Dividend Reinvestment Scheme, to approve the terms and contents of the offer documents under the Albion VCTs Linked Top Up Offer and to allot shares under the Offer. The Chairman ensures that all Directors receive, in a timely manner, all relevant management, regulatory and financial information. The Board receives and considers reports regularly from the Manager and other key advisers, and ad hoc reports and information are supplied to the Board as required. The Board has a formal schedule of matters reserved for it and the agreement between the Company and its Manager sets out the matters over which the Manager has authority and limits beyond which Board approval must be sought. The Manager has authority over the management of the investment portfolio, the organisation of custodial services, accounting, secretarial and administrative services. The main issues 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; application of the principles of the Combined Code, corporate governance and internal control; review of sub-committee recommendations, including the the appointment and remuneration of auditors; to shareholders recommendation for Albion Venture Capital Trust PLC 23 221851_pp15-pp28 16/06/2011 17:10 Page 24 Statement of corporate governance (continued) ● ● ● ● ● removal evaluation, approval of the appropriate dividend to be paid to shareholders; the appointment, remuneration of the Manager; the performance of the Company, including monitoring of the discount of the net asset value and the share price; share buy-back and treasury share policy; and monitoring shareholder profile and considering shareholder communications. and Committees’ and Directors’ performance evaluation Performance of the Board and the Directors is assessed on the following: ● ● ● attendance at Board and Committee meetings; the contribution made by individual Directors at, and outside of, Board and Committee meetings; and completion of a detailed internal assessment process and annual performance evaluation conducted by the Chairman. The Senior Independent Director reviews the Chairman’s annual performance evaluation. The Board believes that it has the right balance of independence, skills, experience and knowledge for the effective governance of the Company. The Board considers any skills gaps in existence and takes action to remedy these where necessary. Directors are offered training, both at the time of joining the Board and on other occasions where required. The Board also undertakes a proper and thorough evaluation of its committees on an annual basis. Directors’ retirement and re-election is subject to the Articles of Association and the AIC Code on Corporate Governance. Directors are subject to re-election every three years and Directors who have served longer than nine years and non- independent Directors, to re-election every year. In light of the structured performance evaluation, David Watkins, Jeff Warren and John Kerr, all of whom are subject to re-election at the forthcoming Annual General Meeting, are considered to be effective Directors who demonstrate strong commitment to the role. The Board believes it to be in the best interest of the Company to appoint these Directors at the forthcoming Annual General Meeting. Remuneration Committee Since the Company has no executive directors, the detailed Directors’ Remuneration disclosure requirements set out in Listing Rules 12.43A (a), 12.43A (b) and 12.43A (c) as they relate to Combined Code Provisions B.1 to B.2, B1.1 to B1.6, and B2.1 to B2.4 are not relevant. 24 Albion Venture Capital Trust PLC Audit Committee The Audit Committee consists of all Directors. Mr Kerr is Chairman of the Audit Committee. In accordance with the Code, all members of the Audit Committee have recent and relevant financial experience. The Committee met twice during the year ended 31 March 2011; all members attended. Written terms of reference have been constituted for the Audit Committee. These are as follows: ● ● ● ● ● ● ● ● ● ● ● their providing an overview of the Company’s accounting policies and financial reporting; considering and reviewing the effectiveness of the Company’s internal controls and risk management systems; monitoring the integrity of the Financial Statements of the Company and any formal announcements relating to the Company’s financial performance, reviewing significant financial reporting judgements contained in them; meeting the Company’s external Auditor annually, approving re-appointment, appointment, remuneration, terms of engagement and providing an ongoing review of Auditor independence and objectivity; monitoring and reviewing the external Auditor’s independence and objectivity and the effectiveness of the audit process; developing and implementing a policy for the supply of non-audit services by the external Auditor; meeting the external Auditor at least once a year without the presence of the Manager; meeting with the internal Auditor of the Manager when appropriate; ensuring that all Directors of the Company and staff of the Manager feel able to raise issues of serious concern with the Chairman of the Audit Committee, and that these issues, where raised, are subject to proportionate and independent investigation, and appropriate action; reporting to the Board, identifying any matters in respect of which action or improvement is needed and recommending appropriate steps to be taken; and undertaking the duties of the Engagement Committee, and reviewing the performance of the Manager and all matters arising under the Management Agreement. During the year under review, the Committee discharged the responsibilities described above. Its activities included: ● formally reviewing the final Annual Report and Financial Statements, Interim the Half-yearly Report, the associated Management Statements and announcements, with particular focus on the main areas requiring judgement and on critical accounting policies; the 221851_pp15-pp28 16/06/2011 17:10 Page 25 Statement of corporate governance (continued) ● ● ● ● reviewing the effectiveness of the internal controls system and examination of the Internal Controls Report produced by the Manager; meeting with the partner in charge of Albion Ventures LLP’s internal audit at Littlejohn LLP; meeting with the external Auditor and reviewing their findings; and reviewing the performance of the Manager and making recommendations regarding their re-appointment to the Board. The Committee reviews the performance and continued suitability of the Company’s external Auditor on an annual basis. They assess the external Auditor’s independence, qualification, extent of relevant experience, effectiveness of audit procedures as well as the robustness of their quality assurance procedures. In advance of each audit, the Committee obtains confirmation from the external Auditor that they are independent and of the level of non-audit fees earned by them and their affiliates. There were no non-audit fees charged to the Company during the year. the appropriateness of Where non-audit fee levels are considered significant, the the Committee considers independence safeguards put in place by the Auditor. Note 6 details the total fees paid to PKF (UK) LLP in the financial year to 31 March 2011. The Committee considers PKF (UK) LLP to be independent of the Company, and that the provision of non-audit services does not threaten the objectivity and independence of the audit. As part of its annual review procedures, the Committee has obtained sufficient assurance from their own evaluation and the audit feedback documentation. Based on the assurance obtained, the Committee has recommended to the Board that PKF (UK) LLP is reappointed and that a resolution to this effect be proposed at the forthcoming Annual General Meeting. Nomination Committee The Nomination Committee consists of all Directors, with David Watkins as Chairman. The terms of reference of the Nomination Committee are to evaluate the balance of skills, experience and time commitment of the current Board members and make recommendations to the Board as and when a particular appointment arises. During the year the Nomination Committee recommended the appointment of Jonathan Rounce as a Director of the Company. The Directors and Manager felt that they have the appropriate industry contacts to recommend the most appropriately qualified people for the vacancy on the Board, being aware of costs associated with employing headhunters. In considering the appointment, the Committee was mindful of experience, proven ability at working at senior levels within Boards and knowledge of the SME and leisure sectors in which the Company invests. Internal control In accordance with principle C.2 of the Combined Code, the Board has an established process for identifying, evaluating and managing the significant risks faced by the Company. This process has been in place throughout the year and continues to be subject to regular review by the Board in accordance with the Internal Control Guidance for Directors in the Combined Code published in September 1999 and updated in 2005 (the “Turnbull guidance”). The Board is responsible for the Company’s system of internal control and for reviewing its effectiveness. However, such a system is designed to manage, rather than eliminate the risks of failure to achieve the Company’s business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. The Board’s monitoring covers all controls, including financial, operational and compliance controls, and risk management. The Board receives each year from the Manager a formal report, which details the steps taken to monitor the areas of risk, including those that are not directly the responsibility of the Manager, and which reports the details of any known internal control failures. Steps are, and continue to be, taken to embed the system of internal control and risk management into the operations and culture of the Company and its key suppliers, and to deal with areas of improvement which come to the Manager’s and the Board’s attention. The Board has performed a specific assessment for the purpose of this Annual Report. This assessment considers all significant aspects of internal control arising during the year. The Audit Committee assists the Board in discharging its review responsibilities. The main features of the internal control system with respect to financial reporting, implemented throughout the year are: ● ● ● ● ● ● ● segregation of duties between the preparation of valuations and recording into accounting records; independent valuations of the asset-backed investments within the portfolio are undertaken annually; reviews of valuations are carried out by the Managing Partner and reviews of financial reports are carried out by the Operations Partner of Albion Ventures LLP; bank and stock reconciliations are carried out monthly by the Manager in accordance with FSA requirements; all published financial reports are reviewed by Albion Ventures LLP Compliance department; the Board reviews financial information; and a separate Audit Committee of the Board reviews published financial information. During the year, as the Board has delegated the investment management and administration to Albion Ventures LLP, the Board feels that it is not necessary to have its own internal audit function. Instead, the Board had access to Littlejohn LLP, which, as Internal Auditor for Albion Ventures LLP Albion Venture Capital Trust PLC 25 221851_pp15-pp28 16/06/2011 17:10 Page 26 Statement of corporate governance (continued) that any recommendations undertakes periodic examination of the business processes and controls environment at Albion Ventures LLP, and ensures implement improvements in controls are carried out. Littlejohn LLP report formally to the Board of Albion Venture Capital Trust PLC on an annual basis. The Board will continue to monitor its system of internal control in order to provide assurance that it operates as intended. to Going concern In accordance with the “Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009” issued by the Financial Reporting Council, the Board has assessed the Company’s operation as a going concern. The Company has adequate cash and liquid resources, its portfolio of investments is diversified in terms of sector, and the major cash outflows of the Company (namely investments, buy- backs and dividends) are within the Company’s control. Accordingly, after making diligent enquiries the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, the Directors have adopted the going concern basis in preparing the accounts. The Board’s assessment of liquidity risk and details of the Company’s policies for managing its capital and financial risks are shown in note 19. The Company’s business activities, together with details of its performance are shown in the Directors’ report and enhanced business review. Conflicts of interest Directors review the disclosure of conflicts of interest annually, with changes reviewed and noted at the beginning of each Board meeting. A Director who has conflicts of interest has two independent Directors authorise those conflicts. Procedures to disclose and authorise conflicts of interest have been adhered to throughout the year. regarding Capital structure and Articles of Association the Company’s capital structure, Details substantial interests and Directors’ powers to buy and issue shares are detailed in full on pages 15 and 21 of the Directors’ report and enhanced business review. The Company is not party to any significant agreements that may take effect, alter or terminate upon a change of control of the Company following a takeover bid. Any amendments to the Company’s Articles of Association are by way of a special resolution subject to ratification by shareholders. Board, including the Chairman of the Audit Committee, will be available to answer questions at the Annual General Meeting. At the Annual General Meeting, the level of proxies lodged on each resolution, the balance for and against the resolution, and the number of votes withheld, are announced after the resolution has been voted on by a show of hands. The Annual General Meeting will also include a presentation from the Manager on the portfolio and on the Company, and a presentation from an investee company. Shareholders are able to access the latest information on the Company via the Albion Ventures LLP website www.albion- ventures.co.uk under the “Our Funds” section. Any enquiries relating to shareholdings and share certificates or changes to personal details can be directed to Capita Registrars Limited: Tel: 0871 664 0300 (calls cost 10p per minute plus network extras; lines are open 8.30am – 5.30pm, Mon – Fri) Email: ssd@capitaregistrars.com Specific enquiries relating to the performance of the Fund should be directed to Albion Ventures LLP: Tel: 020 7601 1850 (calls may be recorded; lines are open 9.00am – 5.30pm, Mon-Fri) Email: info@albion-ventures.co.uk The Company’s share buy-back programme operates in the market through brokers. In order to sell shares, as they are quoted on the London Stock Exchange, investors should approach a broker to undertake the sale. Banks may be able to assist shareholders with a referral to a broker within their banking group. the requirement Statement of compliance With to have a the exception of Remuneration Committee, the Directors consider that the Company has complied throughout the year ended 31 March 2011 with all the relevant provisions set out in Section 1 of the Code, and with the AIC Code of Corporate Governance. The Company continues to comply with the Code as at the date of this report. Relationships with shareholders The Company’s Annual General Meeting on 18 July 2011 will be used as an opportunity to communicate with investors. The David Watkins Chairman 16 June 2011 26 Albion Venture Capital Trust PLC 221851_pp15-pp28 16/06/2011 17:10 Page 27 Directors’ remuneration report Introduction This report is submitted in accordance with Section 420 of the Companies Act 2006. The report also meets the relevant rules of the Listing Rules of the Financial Services Authority and describes how the Board has applied the principles relating to the Directors’ remuneration. As required by the Act, a resolution to approve the report will be proposed at the Annual General Meeting. UNAUDITED INFORMATION Remuneration Committee Since the Company’s Board consists solely of non-executive Directors and as there are no executive employees, a Remuneration Committee is not considered necessary. Directors’ remuneration policy The Company’s policy is that fees payable to non-executive Directors should reflect their expertise, responsibilities and time spent on Company matters. In determining the level of non-executive remuneration, market equivalents are considered in comparison to the overall activities and size of the Company. The maximum level of non-executive Directors’ remuneration is fixed by the Company’s Articles of Association, not to exceed £100,000 per annum; amendment to this is by way of a special resolution subject to ratification by shareholders. Performance graph The graph that follows shows Albion Venture Capital Trust PLC’s share price total return against the FTSE All-Share Index total return, in both instances with dividends reinvested, since launch. The Directors consider the FTSE All-Share Index to be the most appropriate benchmark for the Company. Investors should, however, be reminded that shares in VCTs generally trade at a discount to the actual net asset value of the Company. There are no options, issued or exercisable, in the Company which would distort the graphical representation that follows. Ordinary share price total return relative to the FTSE All-Share Index (in both cases with dividends reinvested) 300 250 200 150 100 50 ) e c n e p ( n r u t e r e c i r P e r a h S 0 Mar 96 Mar 97 Mar 98 Mar 99 Mar 00 Mar 01 Mar 02 Mar 03 Mar 04 Mar 05 Mar 06 Mar 07 Mar 08 Mar 09 Mar 10 Mar 11 FTSE AII-Share Index total return Ordinary Shares price total return Source: Albion Ventures LLP Methodology: The share price return to the shareholder, including original amount invested (rebased to 100) from launch, assuming that dividends were re-invested at the share price of the Company at the time the shares were quoted ex-dividend. Transaction costs are not taken into account. Service contracts None of the Directors has a service contract with the Company. The Company’s Articles of Association provide for the resignation and, if approved, re-election of the Directors every three years at the Annual General Meeting. At the forthcoming Annual General Meeting David Watkins, Jeff Warren and John Kerr will retire and be proposed for re- election. AUDITED INFORMATION Directors’ remuneration The following items have been audited. The following table shows an analysis of the remuneration of individual Directors, exclusive of National Insurance or VAT: D J Watkins J M B L Kerr Jonathan Thornton Limited (for J G T Thornton’s services) (resigned 30 September 2010) J Warren J N Rounce (appointed 21 June 2010) 2011 Fees £’000 20 20 10 20 2010 Fees £’000 20 20 20 20 16 –––––––––––– 86 –––––––––––– – –––––––––––– 80 –––––––––––– The Company does not confer any share options, long term incentives or retirement benefits to any Director, nor does it make a contribution to any pension scheme on behalf of the Directors. Albion Venture Capital Trust PLC 27 221851_pp15-pp28 16/06/2011 17:10 Page 28 Directors’ remuneration report (continued) Each Director of the Company was remunerated personally through the Manager’s payroll which has been recharged to the Company, except for Jonathan Thornton, whose services were provided by Jonathan Thornton Limited during the year. In addition to Directors’ remuneration, the Company pays an annual premium in respect of Directors’ & Officers’ Liability Insurance of £10,070 (2010: £10,500). By Order of the Board Albion Ventures LLP Company Secretary 1 King’s Arms Yard London, EC2R 7AF 16 June 2011 28 Albion Venture Capital Trust PLC 221851_pp29-pp33 16/06/2011 17:12 Page 29 Independent Auditor’s report To the Members of Albion Venture Capital Trust PLC We have audited the Financial Statements of Albion Venture Capital Trust PLC for the year ended 31 March 2011 which comprise the Income statement, the Balance sheet, the Reconciliation of movements in shareholders’ funds, the Cash flow statement and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). 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 Statement of Directors’ responsibilities, 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 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 An audit involves obtaining evidence about the amounts and disclosures in the Financial Statements sufficient to give reasonable assurance that the Financial Statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the Financial Statements. In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited Financial Statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. 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 31 March 2011 and of its return for the year then ended; have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and have been prepared in accordance with the requirements of the Companies Act 2006. 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 Directors’ report and enhanced business review for the financial year for which the Financial Statements are prepared is consistent with the Financial Statements; and the information given in the Statement of corporate governance in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Rules and Transparency Rules sourcebook issued by the Financial Services Authority (information about 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 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. Under the Listing Rules we are required to review: ● ● the Directors’ statement, set out on page 26, in relation to going concern; and the part of the Statement of corporate governance relating to the Company’s compliance with the nine provisions of the June 2008 Combined Code specified for our review. Rhodri Whitlock (Senior statutory auditor) for and on behalf of PKF (UK) LLP, Statutory auditor London, UK 16 June 2011 Albion Venture Capital Trust PLC 29 221851_pp29-pp33 16/06/2011 17:12 Page 30 Income statement Year ended 31 March 2011 Year ended 31 March 2010 Gains/(losses) on investments Investment income Investment management fees Recovery of VAT Other expenses Return/(loss) on ordinary activities before tax 3 4 5 6 Revenue Capital Note £’000 £’000 – 1,300 (141) – 700 – (424) – Total £’000 700 1,300 (565) – Revenue Capital £’000 £’000 – 1,330 (144) 7 (286) – (433) 21 Total £’000 (286) 1,330 (577) 28 (248) –––––––––– – –––––––––– (248) –––––––––– (208) –––––––––– – –––––––––– (208) –––––––––– 911 276 1,187 985 (698) 287 Tax (charge)/credit on ordinary activities 8 (41) –––––––––– 126 –––––––––– 85 –––––––––– 18 –––––––––– 120 –––––––––– 138 –––––––––– Return/(loss) attributable to shareholders Basic and diluted return/(loss) per share (pence)* * excluding treasury shares 870 –––––––––– 402 –––––––––– 1,272 –––––––––– 1,003 –––––––––– (578) –––––––––– 425 –––––––––– 10 2.50 –––––––––– 1.16 –––––––––– 3.66 –––––––––– 2.87 –––––––––– (1.65) –––––––––– 1.22 –––––––––– The accompanying notes on pages 34 to 45 form an integral part of these Financial Statements. The total column of this Income statement represents the profit and loss account of the Company. The supplementary revenue and capital columns have been prepared in accordance with the Association of Investment Companies’ Statement of Recommended Practice. All revenue and capital items in the above statement derive from continuing operations. There are no recognised gains or losses other than the results for the year disclosed above. Accordingly a statement of total recognised gains and losses is not required. The difference between the reported return/(loss) on ordinary activities before tax and the historical profit/(loss) is due to the fair value movements on investments. As a result a note on historical cost profit and losses has not been prepared. 30 Albion Venture Capital Trust PLC 221851_pp29-pp33 16/06/2011 17:12 Page 31 Balance sheet Fixed asset investments Current assets Trade and other debtors Cash at bank and in hand Creditors: amounts falling due within one year Net current assets Net assets Capital and reserves Called up share capital Share premium Capital redemption reserve Unrealised capital reserve Special reserve Treasury shares reserve Realised capital reserve Revenue reserve Note 11 13 17 14 15 Total equity shareholders’ funds Basic and diluted net asset value per share (pence)* 16 31 March 31 March 2011 £’000 2010 £’000 25,974 26,214 130 2,971 –––––––––––– 3,101 (314) –––––––––––– 2,787 –––––––––––– 28,761 –––––––––––– 18,886 538 1,914 (3,871) – (1,524) 10,891 1,927 –––––––––––– 28,761 –––––––––––– 80.50 –––––––––––– 382 2,103 –––––––––––– 2,485 (299) –––––––––––– 2,186 –––––––––––– 28,400 –––––––––––– 18,050 69 1,914 (4,599) 13,236 (1,032) (295) 1,057 –––––––––––– 28,400 –––––––––––– 81.62 –––––––––––– * excluding treasury shares The accompanying notes on pages 34 to 45 form an integral part of these Financial Statements. These Financial Statements were approved by the Board of Directors and authorised for issue on 16 June 2011, and were signed on its behalf by David Watkins Chairman Company number: 3142609 Albion Venture Capital Trust PLC 31 221851_pp29-pp33 16/06/2011 17:12 Page 32 Reconciliation of movements in shareholders’ funds Called-up Capital Unrealised Treasury Realised share Share redemption capital Special shares capital Revenue capital premium reserve reserve* reserve* reserve* reserve* reserve* £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 Total £’000 As at 1 April 2010 18,050 69 1,914 (4,599) 13,236 (1,032) (295) 1,057 28,400 Net realised losses on investments Unrealised gains on investments Transfer of previously unrealised losses on disposal of investments Capitalised investment management fees Tax on capitalised management fees Purchase of own treasury shares – – – – – – – – – – – – Issue of equity (net of costs) 836 469 Revenue return attributable to shareholders Dividends paid Transfer from Special reserve to realised capital reserve Transfer from Special reserve to Revenue reserve – – – – – – – – – – – – – – – – – 707 21 – – – – – – – – – – – – – – – – (11,512) – – – – – (492) – – – – (7) – (21) (424) 126 – – – – – – – – – – – (7) 707 – (424) 126 (492) 1,305 870 870 (1,724) (1,724) 11,512 – – – –––––––––– – –––––––––– – –––––––––– – –––––––––– (1,724) –––––––––– – –––––––––– – –––––––––– 1,724 –––––––––– – –––––––––– As at 31 March 2011 18,886 –––––––––– 538 –––––––––– 1,914 –––––––––– (3,871) –––––––––– – –––––––––– (1,524) –––––––––– 10,891 –––––––––– 1,927 –––––––––– 28,761 –––––––––– As at 1 April 2009 18,002 53 1,914 (4,309) 14,110 (823) Net released gains on investments Unrealised losses on investments Transfer of previously unrealised losses on sale of investments Capitalised investment management fees Capitalised recoverable VAT Tax on capitalised management fees Purchase of own treasury shares Issue of equity (net of costs) Revenue return attributable to shareholders Dividends paid – – – – – – – 48 – – – – – – – – 16 – – – – – – – – – – – (337) 47 – – – – – – – – – – – – – – – – – – – – – (209) – – (7) 51 – (47) (433) 21 120 – – – 930 29,870 – – – – – – – – 51 (337) – (433) 21 120 (209) 64 1,003 1,003 – –––––––––– – –––––––––– – –––––––––– – –––––––––– (874) –––––––––– – –––––––––– – –––––––––– (876) –––––––––– (1,750) –––––––––– As at 31 March 2010 18,050 –––––––––– 69 –––––––––– 1,914 –––––––––– (4,599) –––––––––– 13,236 –––––––––– (1,032) –––––––––– (295) –––––––––– 1,057 –––––––––– 28,400 –––––––––– The Special reserve allows the Company, amongst other things, to facilitate the payment of dividends earlier than would otherwise have been possible as transfers can be made from this reserve to the Realised capital reserve to offset gross losses on disposal of investments. Accordingly, a transfer of £11,512,000 representing gross realised losses on disposal of investments from launch to 31 March 2011 and historic capital dividends paid, has been made from the Special reserve to the Realised capital reserve. In addition, a transfer of £1,724,000 representing the dividend payment made from Revenue reserve has been made from the Special reserve to the Revenue reserve. * Included within the aggregate of these reserves is an amount of £7,423,000 (2010: £8,367,000) which is considered distributable. The Special reserve has been treated as distributable in determining the amounts available for distribution. 32 Albion Venture Capital Trust PLC 221851_pp29-pp33 16/06/2011 17:12 Page 33 Cash flow statement Year ended Year ended 31 March 2011 31 March 2010 Note £’000 £’000 Operating activities Investment income received Deposit interest received Dividend income received Investment management fees paid Recovery of VAT Other cash payments Net cash flow from operating activities 18 Taxation UK corporation tax received/(paid) Capital expenditure and financial investments Purchase of fixed asset investments Disposal of fixed asset investments Net cash flow from investing activities Management of liquid resources Disposal of current asset investment Net cash flow from liquid resources Equity dividends paid (net of costs of issuing shares under the Dividend Reinvestment Scheme) Net cash flow before financing Financing Purchase of own shares Issue of share capital (net of costs) Net cash flow from financing Cash flow in the year 15 17 1,285 19 – (601) – (203) –––––––––––– 500 379 (2,365) 3,280 –––––––––––– 915 1,248 50 43 (620) 243 (254) –––––––––––– 710 (251) (2,156) 1,701 –––––––––––– (455) – –––––––––––– – 1,496 –––––––––––– 1,496 (1,644) –––––––––––– 150 –––––––––––– (492) 1,210 –––––––––––– 718 –––––––––––– 868 –––––––––––– (1,672) –––––––––––– (172) –––––––––––– (209) (14) –––––––––––– (223) –––––––––––– (395) –––––––––––– Albion Venture Capital Trust PLC 33 221851_pp34-pp48 16/06/2011 17:14 Page 34 Notes to the Financial Statements 1. 2. Accounting convention The Financial Statements have been prepared in accordance with the historical cost convention, modified to include the revaluation of investments, in accordance with applicable United Kingdom law and accounting standards and 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. Accounting policies have been applied consistently in current and prior periods. Accounting policies Investments Unquoted equity investments, debt issued at a discount and convertible bonds In accordance with FRS 26 “Financial Instruments Recognition and Measurement”, unquoted equity, debt issued at a discount and convertible bonds are designated as fair value through profit or loss (“FVTPL”). Fair value is determined by the Directors in accordance with the International Private Equity and Venture Capital Valuation Guidelines (IPEVCV guidelines). Desk top reviews are carried out by independent RICS qualified surveyors by updating previously prepared full valuations for current trading and market indices. Full valuations are prepared by similarly qualified surveyors, but in full compliance with the RICS Red Book. Fair value movements and gains and losses arising on the disposal of investments are reflected in the capital column of the Income statement in accordance with the AIC SORP; and realised gains or losses on the sale of investments will be reflected in the realised capital reserve; and unrealised gains or losses arising from the revaluation of investments will be reflected in the unrealised capital reserve. Warrants and unquoted equity derived instruments Warrants and unquoted equity derived instruments are only valued if their exercise or contractual conversion terms would allow them to be exercised or converted as at the balance sheet date, and if there is additional value to the Company in exercising or converting as at the balance sheet date. Otherwise these instruments are held at nil value. The valuation techniques used are those used for the underlying equity investment. Unquoted loan stock Unquoted loan stock (excluding convertible bonds and debt issued at a discount) is classified as loans and receivables as permitted by FRS 26 and carried at amortised cost using the Effective Interest Rate method (“EIR”) less impairment. Movements in respect of capital provisions are reflected in the capital column of the Income statement and are reflected in the realised capital reserve following sale, or in the unrealised capital reserve on revaluation. For all unquoted loan stock, fully performing, renegotiated, past due and impaired, the Board considers that the fair value is equal to or greater than the security value of these assets. For unquoted loan stock, the amount of the impairment is the difference between the asset’s cost and the present value of estimated future cash flows, discounted at the original effective interest rate. The future cash flows are estimated 34 Albion Venture Capital Trust PLC based on the fair value of the security held less estimated selling costs. Floating rate notes In accordance with FRS 26, floating rate notes are designated as fair value through profit or loss and are valued at market bid price at the balance sheet date. Floating rate notes are classified as current asset investments as they are investments held for the short term. 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. Dividend income is not recognised as part of the fair value movement of an investment, but is recognised separately as investment income through the revenue reserve when a share becomes ex-dividend. Loan stock accrued interest is recognised in the Balance sheet as part of the carrying value of the loans and receivables at the end of each reporting period. It is not the Company’s policy to exercise control or significant influence over investee companies. Therefore, in accordance with the exemptions under FRS 9 “Associates and joint ventures”, those undertakings in which the Company holds more than 20 per cent. of the equity are not regarded as associated undertakings. Investment income Unquoted equity income Dividend income is included in revenue when the investment is quoted ex-dividend. Unquoted loan stock and other preferred income Fixed returns on non-equity shares and debt securities are recognised on a time apportionment basis using the effective interest rate over the life of the financial instrument. Income which is not capable of being received within a reasonable period of time is reflected in the capital value of the investment. Bank interest income Interest income is recognised on an accrual basis using the rate of interest agreed with the bank. Floating rate note income Floating rate note income is recognised on an accrual basis using the interest rate applicable to the floating rate note at that time. Investment management fees and other expenses All expenses have been accounted for on an accruals basis. Expenses are charged through the revenue account except the following which are charged through the realised capital reserve: ● 75 per cent. of management fees are allocated to the capital account to the extent that these relate to an enhancement in the value of the investments and in line with the Board’s expectation that over the long term 75 per cent. of the Company’s investment returns will be in the form of capital gains; and 221851_pp34-pp48 16/06/2011 17:14 Page 35 Notes to the Financial Statements (continued) 2. Accounting policies (continued) ● expenses which are incidental to the purchase or disposal of an investment. Total expenses including management fees and excluding performance fees will not exceed 3.5 per cent. of net asset value of the Company at year end. Performance incentive fee In the event that a performance incentive fee crystallises, the fee will be allocated between revenue and realised capital reserves based upon the proportion to which the calculation of the fee is attributable to revenue and capital returns. Taxation Taxation is applied on a current basis in accordance with FRS 16 “Current tax”. Taxation associated with capital expenses is applied in accordance with the SORP. In accordance with FRS 19 “Deferred tax”, deferred taxation is provided in full on timing differences that result in an obligation at the balance sheet date to pay more tax or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the Financial Statements. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. The Directors have considered the requirements of FRS 19 and do not believe that any provision for deferred tax should be made. Reserves Share premium account This reserve accounts for the difference between the price paid for shares and the nominal value of the shares, less issue costs and transfers to the Special reserve. Capital redemption reserve This reserve accounts for amounts by which the issued share capital is diminished through the repurchase and cancellation of the Company’s own shares. Unrealised capital reserve Increases and decreases in the valuation of investments held at the year end against cost are included in this reserve. Special reserve The cancellation of the Share premium account has created a special reserve that can be used to fund market purchases and subsequent cancellation of own shares, to cover gross realised losses, and for other distributable purposes. Treasury shares reserve This reserve accounts for amounts by which the distributable reserves of the Company are diminished through the repurchase of the Company’s own shares for treasury. Realised capital reserve The following are disclosed in this reserve: ● ● ● gains and losses compared to cost on the realisation of investments; expenses, together with the related taxation effect, charged in accordance with the above policies; and dividends paid to equity holders. Dividends In accordance with FRS 21 “Events after the balance sheet date”, dividends declared by the Company are accounted for in the period in which the dividend has been paid or approved by shareholders in an Annual General Meeting. Albion Venture Capital Trust PLC 35 221851_pp34-pp48 16/06/2011 17:14 Page 36 Notes to the Financial Statements (continued) 3. Gains/(losses) on investments Unrealised gains/(losses) on fixed asset investments held at fair value through profit or loss account Impairments on fixed asset investments held at amortised cost Unrealised gains/(losses) on fixed asset investments Realised gains on fixed asset investments held at fair value through profit or loss account Realised (losses)/gains on fixed asset investments held at amortised cost Realised gains on current asset investments held at fair value through profit or loss account Realised (losses)/gains sub-total Total Year ended 31 March 2011 £’000 725 (18) –––––––––––––– 707 8 (15) – –––––––––––––– (7) –––––––––––––– 700 –––––––––––––– Investments measured at amortised cost are unquoted loan stock investments as described in note 2. 4. Investment income Income recognised on investments held at fair value through profit or loss Dividend income Floating rate note interest Other income Income recognised on investments held at amortised cost Return on loan stock investments Bank deposit interest Year ended 31 March 2011 £’000 – – 13 –––––––––––––– 13 1,266 21 –––––––––––––– 1,287 –––––––––––––– 1,300 –––––––––––––– Year ended 31 March 2010 £’000 (67) (270) –––––––––––––– (337) 4 14 33 –––––––––––––– 51 –––––––––––––– (286) –––––––––––––– Year ended 31 March 2010 £’000 43 13 6 –––––––––––––– 62 1,237 31 –––––––––––––– 1,268 –––––––––––––– 1,330 –––––––––––––– Interest income earned on impaired investments at 31 March 2011 amounted to £276,000 (2010: £343,000). These investments are all held at amortised cost. 5. Investment management fees Year ended 31 March 2011 Capital £’000 Revenue £’000 Year ended 31 March 2010 Total £’000 Revenue £’000 Capital £’000 Total £’000 Investment management fee 141 ––––––––––––– 424 ––––––––––––– 565 ––––––––––––– 144 ––––––––––––– 433 ––––––––––––– 577 ––––––––––––– Further details of the Management agreement under which the investment management fee is paid are given in the Directors’ report and enhanced business review on page 19. 6. Other expenses Directors’ fees (including VAT and NIC) Other administrative expenses Tax services Auditor’s remuneration for statutory audit services (incl. of VAT) Year ended 31 March 2011 £’000 94 113 15 26 –––––––––––––– 248 –––––––––––––– Year ended 31 March 2010 £’000 86 84 14 24 –––––––––––––– 208 –––––––––––––– Administration fees of £41,289 (2010: £39,955) were paid by the Company in the year to Albion Ventures LLP. 36 Albion Venture Capital Trust PLC 221851_pp34-pp48 16/06/2011 17:14 Page 37 Notes to the Financial Statements (continued) 7. Directors’ fees The amounts paid to Directors during the year are as follows: Directors’ fees National insurance and/or VAT Year ended 31 March 2011 £’000 86 8 –––––––––––––– 94 Year ended 31 March 2010 £’000 80 6 –––––––––––––– 86 –––––––––––––– –––––––––––––– Further information regarding Directors’ remuneration can be found in the Directors’ remuneration report on page 27. 8. Tax (charge)/credit on ordinary activities Year ended 31 March 2011 Capital £’000 Revenue £’000 Year ended 31 March 2010 Total £’000 Revenue £’000 Capital £’000 Total £’000 (245) 126 (119) (256) 120 (136) 204 ––––––––––––– (41) ––––––––––––– – ––––––––––––– 126 ––––––––––––– 204 ––––––––––––– 85 ––––––––––––– 274 ––––––––––––– 18 ––––––––––––– – ––––––––––––– 120 ––––––––––––– 274 ––––––––––––– 138 ––––––––––––– UK corporation tax in respect of current year UK corporation tax in respect of prior year Total Factors affecting the tax charge: Return on ordinary activities before taxation Tax on profit at the standard rate (28%) Factors affecting the charge: Non-taxable losses/(gains) Non-taxable income Consortium relief in respect of prior years Marginal relief Year ended 31 March 2011 £’000 1,187 –––––––––––––– (333) 197 – 204 17 –––––––––––––– 85 –––––––––––––– Year ended 31 March 2010 £’000 287 –––––––––––––– (80) (80) 13 274 11 –––––––––––––– 138 –––––––––––––– The tax charge for the year shown in the Income statement is lower than the standard rate of corporation tax in the UK of 28 per cent. (2010: 28 per cent.). The differences are explained above. Consortium relief is recognised in the accounts in the period in which the claim is submitted to HMRC and is shown as tax in respect of prior year. Notes (i) (ii) Venture Capital Trusts are not subject to corporation tax on capital gains. Tax relief on expenses charged to capital has been determined by allocating tax relief to expenses by reference to the applicable corporation tax rate and allocating the relief between revenue and capital in accordance with the SORP. (iii) No deferred tax asset or liability has arisen in the year. Albion Venture Capital Trust PLC 37 221851_pp34-pp48 16/06/2011 17:14 Page 38 Notes to the Financial Statements (continued) 9. Dividends First dividend paid on 31 July 2009 – 2.5 pence per share Second dividend paid on 6 January 2010 – 2.5 pence per share First dividend paid 25 June 2010 – 2.5 pence per share Second dividend paid 31 December 2010 – 2.5 pence per share Year ended 31 March 2011 £’000 Year ended 31 March 2010 £’000 – – 867 857 876 874 – – –––––––––––––– 1,724 –––––––––––––– –––––––––––––– 1,750 –––––––––––––– In addition to the dividends summarised above, the Board has declared a first dividend for the year ending 31 March 2012 of 2.5 pence per share. This dividend will be paid on 29 July 2011 to shareholders on the register as at 1 July 2011. The total dividend will be approximately £907,000. 10. Basic and diluted return/(loss) per share Year ended 31 March 2011 Capital Revenue Year ended 31 March 2010 Total Revenue Capital Total The return per share has been based on the following figures: Return/(loss) attributable to equity shares (£’000) Weighted average shares in issue (excluding treasury shares) Return/(loss) attributable per equity share (pence) 870 402 1,272 1,003 (578) 425 34,764,240 34,978,284 2.50 ––––––––––––– 1.16 ––––––––––––– 3.66 ––––––––––––– 2.87 ––––––––––––– (1.65) ––––––––––––– 1.22 ––––––––––––– The weighted average number of shares is calculated excluding treasury shares of 2,043,273 (2010: 1,303,278). There are no convertible instruments, derivatives or contingent share agreements in issue, and therefore no dilution affecting the return per share. The basic return per share is therefore the same as the diluted return per share. 11. Fixed asset investments Qualifying unquoted equity investments Qualifying unquoted loan stock investments Non-qualifying preference share investments Total 31 March 2011 £’000 7,792 17,743 439 –––––––––––––– 25,974 –––––––––––––– 31 March 2010 £’000 7,245 18,330 639 –––––––––––––– 26,214 –––––––––––––– 38 Albion Venture Capital Trust PLC 221851_pp34-pp48 16/06/2011 17:14 Page 39 Notes to the Financial Statements (continued) 11. Fixed asset investments (continued) Opening valuation Purchases at cost Disposal proceeds Realised losses Movement in loan stock accrued income Unrealised gains Closing valuation Movement in loan stock accrued income Opening accumulated movement in loan stock accrued income Movement in loan stock accrued income Closing accumulated movement in loan stock accrued income Movement in unrealised losses Opening accumulated unrealised losses Transfer of previously unrealised losses to realised reserve on disposal of investments Movement in unrealised gains/reversal of impairments Closing accumulated unrealised losses Historic cost basis Opening book cost Purchases at cost Sales at cost Closing book cost Total £’000 26,214 2,360 (3,280) (7) (20) 707 –––––––––––––– 25,974 –––––––––––––– 180 (20) –––––––––––––– 160 –––––––––––––– (4,599) 21 707 –––––––––––––– (3,871) –––––––––––––– 30,633 2,561 (3,508) –––––––––––––– 29,686 –––––––––––––– Fixed asset investments held at fair value through the profit or loss account total £8,350,000 (2010: £7,684,000). Investments held at amortised cost total £17,624,000 (2010: £18,530,000). The amounts shown for the purchase and disposal of fixed assets included in the cash flow statement differ from the amounts shown above, due to deferred consideration shown as a debtor, and investment settlement debtors and creditors. Unquoted loan stock investments (excluding debt issued at a discount) are measured at amortised cost. Loan stocks using a fixed interest rate total £17,683,000 (2010: £18,468,000). Loan stocks with a floating rate of interest total £60,000 (2010: £62,000). The Directors believe that the carrying value of loan stock measured at amortised cost is not materially different to fair value. The Company does not hold any assets as the result of the enforcement of security during the period, and believes that the carrying values for both impaired and past due assets are covered by the value of security held for these loan stock investments. Unquoted equity investments and convertible and discounted bonds are valued in accordance with the IPEVCV guidelines as follows: Valuation methodology Cost (reviewed for impairment) Net asset value supported by independent desktop reviews Net asset value supported by third party valuation 31 March 2011 £’000 1,513 54 6,783 –––––––––––––– 8,350 –––––––––––––– 31 March 2010 £’000 1,450 – 6,234 –––––––––––––– 7,684 –––––––––––––– There have been no changes in valuation methodologies of unquoted equity investments between 31 March 2010 and 31 March 2011. The valuation method used will be the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the September 2009 IPEVCV Guidelines. The Directors believe that, within these parameters, there are no other reasonable methods of valuation which would be reasonable as at 31 March 2011. Albion Venture Capital Trust PLC 39 221851_pp34-pp48 16/06/2011 17:14 Page 40 Notes to the Financial Statements (continued) 11. Fixed asset investments (continued) The amended FRS 29 ‘Financial Instruments: Disclosures’ requires the Company to disclose the valuation methods applied to its investments measured at fair value through profit or loss in a fair value hierarchy according to the following definitions: Fair value hierarchy Definition of valuation method Level 1 Level 2 Level 3 Unadjusted quoted (bid) prices applied Inputs to valuation are from observable sources and are directly or indirectly derived from prices Inputs to valuations not based on observable market data. Unquoted equity, preference share and convertible and discounted bond investments are all valued according to Level 3 valuation methods. Unquoted equity investments, debt issued at a discount and convertible bonds valued at fair value through profit or loss (level 3) had the following movements in the year to 31 March 2011: Opening balance Additions Disposals Realised gains Unrealised gains/(losses) Closing balance 31 March 2011 £’000 7,684 866 (933) 8 725 –––––––––––––– 8,350 –––––––––––––– 31 March 2010 £’000 7,576 716 (545) 4 (67) –––––––––––––– 7,684 –––––––––––––– FRS 29 requires the Directors to consider the impact of changing one or more of the inputs used as part of the valuation process to reasonable possible alternative assumptions. After due consideration and noting that the valuation methodology applied to 82 per cent. of the equity investments (by valuation), is based on cash or third party market information, the Directors do not believe that changes to reasonable possible alternative assumptions for the valuation of the portfolio as a whole would lead to a significant change in the fair value of the portfolio. 12. Significant interests The principal activity of the Company is to select and hold a portfolio of investments in unquoted securities. Although the Company, through the Manager, will, in some cases, be represented on the board of the investee company, it will not take a controlling interest or become involved in the management. The size and structure of the companies with unquoted securities may result in certain holdings in the portfolio representing a participating interest without there being any partnership, joint venture or management consortium agreement. The Company has interests of greater than 20 per cent. of the nominal value of any class of the allotted shares in the investee companies as at 31 March 2011 as described below: Company Prime VCT Limited City Screen (Cambridge) Limited G&K Smart Developments VCT Limited Chase Midland VCT Limited Kew Green VCT (Stansted) Limited The Bear Hungerford Limited The Place Sandwich VCT Limited The Stanwell Hotel Limited Country of incorporation Principal activity Great Britain Great Britain Great Britain Great Britain Great Britain Great Britain Great Britain Great Britain Residential property developer Art house cinema Residential property developer Residential property developer Hotel owner and operator Hotel owner and operator Hotel owner and operator Hotel owner and operator % class and voting rights 50.0% Ordinary shares 50.0% Ordinary shares 42.9% Ordinary shares 38.1% Ordinary shares 28.2% Ordinary shares 26.1% Ordinary shares 25.0% Ordinary shares 24.6% Ordinary shares As permitted by FRS 9, the investments listed above are held as part of an investment portfolio, and their value to the Company is as part of a portfolio of investments. Therefore these investments are not considered to be associated undertakings. 40 Albion Venture Capital Trust PLC 221851_pp34-pp48 16/06/2011 17:14 Page 41 Notes to the Financial Statements (continued) 13. Current assets Trade and other debtors Prepayments and accrued income UK corporation tax receivable Other debtors 31 March 2011 £’000 31 March 2010 £’000 9 99 22 –––––––––––––– 130 –––––––––––––– 2 380 – –––––––––––––– 382 –––––––––––––– The Directors consider that the carrying amount of debtors is not materially different to their fair value. 14. Creditors: amounts falling due within one year Trade creditors Accruals and deferred income 31 March 2011 £’000 31 March 2010 £’000 3 311 –––––––––––––– 314 –––––––––––––– 5 294 –––––––––––––– 299 –––––––––––––– The Directors consider that the carrying amount of creditors is not materially different to their fair value. 15. Called up share capital Authorised 68,000,000 Ordinary shares of 50p each (2010: 68,000,000) Allotted, called up and fully paid 37,772,181 Ordinary shares of 50p each (2010: 36,099,232) Shares in issue 35,728,908 Ordinary shares of 50p each (net of treasury shares) (2010: 34,795,954) 31 March 2011 £’000 31 March 2010 £’000 34,000 –––––––––––––– 34,000 –––––––––––––– 18,886 –––––––––––––– 18,050 –––––––––––––– The Company purchased 739,995 Ordinary shares (2010: 327,692) to be held in treasury at a cost of £492,000 (2010: £209,000) representing 2.0 per cent. of the shares in issue (excluding treasury shares) as at 31 March 2011. The shares purchased for treasury were funded from the Treasury shares reserve. The Company holds a total of 2,043,273 shares (2010: 1,303,278) in treasury, representing 5.4 per cent. of the Ordinary share capital in issue as at 31 March 2011. Under the terms of the Dividend Reinvestment Scheme Circular dated 10 July 2008, the following Ordinary shares of nominal value 50 pence were allotted during the year: Date of Allotment 25 June 2010 31 December 2010 Number of shares allotted Aggregate nominal value of shares £’000 Net consideration received Issue price Opening market price per share issue cost on allotment date £’000 (pence per share) (pence per share) including 49,774 51,690 –––––––––––––– 25 26 –––––––––––––– 33 40 –––––––––––––– 79.1 78.3 –––––––––––––– 70.0 65.0 –––––––––––––– During the year the following Ordinary shares of nominal value 50 pence were allotted under the Albion VCTs Linked Top Up Offer: Date of Allotment 7 January 2011 22 March 2011 Number of shares allotted Aggregate nominal value of shares £’000 Net consideration received Issue price Opening market price per share issue cost on allotment date £’000 (pence per share) (pence per share) including 789,262 782,223 –––––––––––––– 395 390 –––––––––––––– 618 614 –––––––––––––– 82.9 83.1 –––––––––––––– 66.0 59.0 –––––––––––––– Albion Venture Capital Trust PLC 41 221851_pp34-pp48 16/06/2011 17:14 Page 42 Notes to the Financial Statements (continued) 16. Basic and diluted net asset values per share Basic and diluted net asset values per share (pence) 31 March 2011 31 March 2010 80.50 –––––––––––––– 81.62 –––––––––––––– The basic and diluted net asset values per share at the year end are calculated in accordance with the Articles of Association and are based upon total shares in issue (less treasury shares) of 35,728,908 Ordinary shares (2010: 34,795,954). There are no convertible instruments, derivatives or contingent share agreements in issue. The Company’s policy is to sell treasury shares at a price greater than the purchase price hence the net asset value per share on a diluted basis would be equal to or greater than the basic net asset value, depending on the actual price achieved for selling the treasury shares. 17. Analysis of changes in cash during the year Opening cash balances Net cash flow Closing cash balances Year ended 31 March 2011 £’000 2,103 868 –––––––––––––– 2,971 –––––––––––––– 18. Reconciliation of net return on ordinary activities before taxation to net cash flow from operating activities Revenue return on ordinary activities before taxation Investment management fee charged to capital Recoverable VAT capitalised Movement in accrued amortised loan stock interest (Increase)/decrease in debtors Increase/(decrease) in creditors Net cash flow from operating activities Year ended 31 March 2011 £’000 911 (424) – 20 (29) 22 –––––––––––––– 500 –––––––––––––– Year ended 31 March 2010 £’000 2,498 (395) –––––––––––––– 2,103 –––––––––––––– Year ended 31 March 2010 £’000 985 (433) 21 5 197 (65) –––––––––––––– 710 –––––––––––––– 19. Capital and financial instruments risk management The Company’s capital comprises Ordinary shares as described in note 15. The Company is permitted to buy-back its own shares for cancellation or treasury purposes, and this is described in more detail on page 6 of the Chairman’s statement. The Company’s financial instruments comprise equity and loan stock investments in unquoted companies, cash balances and short term debtors and creditors which arise from its operations. The main purpose of these financial instruments is to generate cashflow and revenue and capital appreciation for the Company’s operations. The Company has no gearing or other financial liabilities apart from short term creditors. The Company does not use any derivatives for the management of its balance sheet. The principal risks arising from the Company’s operations are: ● ● ● Investment (or market) risk (which comprises investment price and cash flow interest rate risk); credit risk; and liquidity risk. The Board regularly reviews and agrees policies for managing each of these risks. There have been no changes in the nature of the risks that the Company has faced during the past year and, apart from where noted below, there have been no changes in the objectives, policies or processes for managing risks during the past year. The key risks are summarised below. Investment risk As a venture capital trust, it is the Company’s specific nature to evaluate and control the investment risk of its portfolio in unquoted investments, details of which are shown on pages 11 to 12. Investment risk is the exposure of the Company to the revaluation and devaluation of investments. The main driver of investment risk is the operational and financial performance of the investee company and the dynamics of market quoted comparators. The Manager receives management accounts from investee companies, and members of the investment management team often sit on the boards of unquoted investee companies; this enables the close identification, monitoring and management of investment risk. 42 Albion Venture Capital Trust PLC 221851_pp34-pp48 16/06/2011 17:14 Page 43 Notes to the Financial Statements (continued) 19. Capital and financial instruments risk management (continued) Investment risk (continued) The Manager and the Board formally review investment risk (which includes market price risk), both at the time of initial investment and at quarterly Board meetings. The Board monitors the prices at which sales of investments are made to ensure that profits to the Company are maximised, and that valuations of investments retained within the portfolio appear sufficiently prudent and realistic compared to prices being achieved in the market for sales of unquoted investments. The maximum investment risk as at the balance sheet date is the value of the fixed and current asset investment portfolio which is £25,974,000 (2010: £26,214,000). Fixed asset investments form 90.3 per cent. of the net asset value as at 31 March 2011 (2010: 92.3 per cent.). More details regarding the classification of fixed asset investments are shown in note 11. Investment price risk Investment price risk is the risk that the fair value of future investment cash flows will fluctuate due to factors specific to an investment instrument or to a market in similar instruments. To mitigate the investment price risk for the Company as a whole, the strategy of the Company is to invest in a broad spread of industries with approximately two-thirds of the unquoted investments comprising debt securities, which, owing to the structure of their yield and the fact that they are usually secured, have a lower level of price volatility than equity. Details of the industries in which investments have been made are contained in the Portfolio of investments section on pages 11 to 12 and in the Manager’s report. Valuations are based on the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the IPEVCV Guidelines. As required under FRS 29 “Financial Instruments: Disclosures”, the Board is required to illustrate by way of a sensitivity analysis the degree of exposure to market risk. The Board considers that the value of the fixed asset investment portfolio is sensitive to a 10 per cent. change based on the current economic climate. The impact of a 10 per cent. change has been selected as this is considered reasonable given the current level of volatility observed both on a historical basis and future expectations. The sensitivity of a 10 per cent. increase or decrease in the valuation of the fixed and current asset investments (keeping all other variables constant) would increase or decrease the net asset value and return for the year by £2,597,000 (2010: £2,621,000). Cash flow interest rate risk It is the Company’s policy to accept a degree of interest rate risk on its financial assets through the effect of interest rate changes. On the basis of the Company’s analysis, it is estimated that a rise of one percentage point in all interest rates would have increased total return before tax for the year by approximately £13,000 (2010: £15,000). Furthermore, it is considered that a fall of interest rates below current levels during the year would have been very unlikely. The weighted average interest rate applied to the Company’s fixed rate assets during the year was approximately 6.3 per cent. (2010: 6.4 per cent.). The weighted average period to maturity for the fixed rate assets is approximately 2.2 years (2010: 2.0 years). The Company’s financial assets and liabilities as at 31 March 2011, all denominated in pounds sterling, consist of the following: Fixed rate £’000 – – 17,624 – – 1,874 ––––––––––– 19,498 ––––––––––– Unquoted equity Convertible and discounted bonds Unquoted loan stock Debtors Current liabilities Cash Total net assets 31 March 2011 Floating rate £’000 Non- interest bearing £’000 – 8,231 Total £’000 8,231 Fixed rate £’000 – 31 March 2010 Floating rate £’000 Non- interest bearing £’000 – 7,684 Total £’000 7,684 – – – – 1,097 ––––––––––– 1,097 ––––––––––– 119 – 130 (314) – ––––––––––– 8,166 ––––––––––– 119 17,624 130 (314) 2,971 ––––––––––– 28,761 ––––––––––– – 18,468 – – – ––––––––––– 18,468 ––––––––––– – 62 – – 2,103 ––––––––––– 2,165 ––––––––––– – – 382 (299) – ––––––––––– 7,767 ––––––––––– – 18,530 382 (299) 2,103 ––––––––––– 28,400 ––––––––––– Albion Venture Capital Trust PLC 43 221851_pp34-pp48 16/06/2011 17:14 Page 44 Notes to the Financial Statements (continued) 19. Capital and financial instruments risk management (continued) Credit risk Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The Company is exposed to credit risk through its debtors, investment in unquoted loan stock, and through the holding of cash on deposit with banks. The Manager evaluates credit risk on loan stock prior to investment, and as part of its ongoing monitoring of investments. In doing this, it takes into account the extent and quality of any security held. Typically loan stock instruments have a first fixed charge or a fixed and floating charge over the assets of the investee company in order to mitigate the gross credit risk. The Manager receives management accounts from investee companies, and members of the investment management team often sit on the boards of unquoted investee companies; this enables the close identification, monitoring and management of investment specific credit risk. The Manager and the Board formally review credit risk (including debtors) and other risks, both at the time of initial investment and at quarterly Board meetings. The Company’s total gross credit risk as at 31 March 2011 was limited to £17,743,000 (2010: £18,530,000) of unquoted loan stock instruments, £2,971,000 cash deposits with banks (2010: £2,103,000) and £130,000 debtors (2010: £382,000). The cost, impairment and carrying value of impaired loan stocks held at amortised cost at 31 March 2011 and 31 March 2010 are as follows: 31 March 2011 Cost £’000 Impairment £’000 Carrying value £’000 Cost £’000 31 March 2010 Impairment £’000 Carrying value £’000 Impaired loan stock 6,166 –––––––––––––– (1,454) –––––––––––––– 4,712 –––––––––––––– 7,608 ––––––––––––––– (1,408) –––––––––––––– 6,200 ––––––––––––––– Impaired loan stock instruments have a first fixed charge or a fixed and floating charge over the assets of the investee company and the Board consider the security value to be the carrying value. As at the balance sheet date, the cash held by the Company is held with the Royal Bank of Scotland plc, Lloyds TSB Bank Plc, Standard Life Cash Savings (part of Barclays Bank plc) and Scottish Widows Bank plc. Credit risk on cash transactions is mitigated by transacting with counterparties that are regulated entities subject to regulatory supervision, with Moody’s credit ratings of at least ‘A’ or equivalent as assigned by international credit-rating agencies. The Company has an informal policy of limiting counterparty banking and floating rate note exposure to a maximum of 20 per cent. of net asset value for any one counterparty. Liquidity risk Liquid assets are held as cash on current, deposit or short term money market accounts. Under the terms of its Articles, the Company has the ability to borrow up to 10 per cent. of its adjusted capital and reserves of the latest published audited balance sheet, which amounts to £2,876,000 as at 31 March 2011 (2010: £2,840,000). The Company has no committed borrowing facilities as at 31 March 2011 (2010: £nil) and had cash balances of £2,971,000 (2010: £2,103,000). The main cash outflows are for new investments, buy-back of shares and dividend payments, which are within the control of the Company. The Manager formally reviews the cash requirements of the Company on a monthly basis, and the Board on a quarterly basis as part of its review of management accounts and forecasts. All the Company’s financial liabilities are short term in nature and total £314,000 for the year to 31 March 2011 (2010: £299,000). The carrying value of loan stock investments held at amortised cost at 31 March 2011 as analysed at each year end by expected maturity dates is as follows: Redemption date Less than one year 1-2 years 2-3 years 3-5 years Total Fully performing loan stock £’000 971 34 668 1,749 –––––––––––––– 3,422 –––––––––––––– Renegotiated loan stock £’000 1,287 – – – –––––––––––––– 1,287 –––––––––––––– Impaired loan stock £’000 922 1,068 1,452 1,270 –––––––––––––– 4,712 –––––––––––––– Past due £’000 460 950 5,195 1,598 –––––––––––––– 8,203 –––––––––––––– Total £’000 3,640 2,052 7,315 4,617 –––––––––––––– 17,624 –––––––––––––– 44 Albion Venture Capital Trust PLC 221851_pp34-pp48 16/06/2011 17:14 Page 45 Notes to the Financial Statements (continued) 19. Capital and financial instruments risk management (continued) Liquidity risk (continued) Loan stock categorised as past due includes: ● Loan stock valued at £700,000 yielding 15.4% which has capital past due by 14 months; loan stock valued at £215,000 yielding 14.6% which has capital past due by 5 months; and loan stock valued at £2,079,000 yielding 11.43% which has capital past due by more than 12 months; ● Loan stock valued at £670,000 which has yielded 7.1% in the year to 31 March 2011; loan stock valued at £669,000 which has yielded 6.7% in the year; loan stock valued at £67,000 which has yielded 6.6% in the year; and loan stock valued at £1,066,000 which has yielded 2.5% in the year; and ● Loan stock valued at £2,737,000 which has interest overdue for the past 29 months. The carrying value of loan stock investments held at amortised cost at 31 March 2010 as analysed by expected maturity dates is as follows: Redemption date Less than one year 1-2 years 2-3 years 3-5 years Total Fully performing loan stock £’000 – 1,758 935 3,948 –––––––––––––– 6,641 –––––––––––––– Impaired loan stock £’000 1,567 740 301 3,592 –––––––––––––– 6,200 –––––––––––––– Past due £’000 – 1,901 2,386 1,402 –––––––––––––– 5,689 –––––––––––––– Total £’000 1,567 4,399 3,622 8,942 –––––––––––––– 18,530 –––––––––––––– The prior year analysis has been represented to reflect all loan stock that was contractually past due as at 31 March 2010. In view of the information shown, the Board considers that the Company is subject to low liquidity risk. Fair values of financial assets and financial liabilities All the Company’s financial assets and liabilities as at 31 March 2011 are stated at fair value as determined by the Directors, with the exception of loans and receivables included within investments, which are carried at amortised cost, in accordance with FRS 26. The Directors believe that the current carrying value of loan stock is not materially different to the fair value. There are no financial liabilities other than creditors. The Company’s financial liabilities are all non-interest bearing. It is the Directors’ opinion that the book value of the financial liabilities is not materially different to the fair value and all are payable within one year. 20. Commitments and contingencies As at 31 March 2011, the Company was committed to making a further investment of £992,000 in Oakland Care Centre Limited, following its initial investment of £843,000 in November 2010. The Company was committed to making a further investment in Nelson House Hospital Limited of £287,000 following its initial investment of £155,000 in March 2011. In addition the Company was committed to making a new investment of £138,000 in Regenerco Renewables Limited. There are no contingent liabilities or guarantees given by the Company as at 31 March 2011 (31 March 2010: nil). 21. Post balance sheet events Since 31 March 2011 the Company has had the following post balance sheet events: ● G&K Smart Developments VCT Limited repaid £200,000 of loan stock. ● The following Ordinary shares of nominal value 50 pence per share were allotted under the Albion VCTs Linked Top Up Offer: Date of Allotment 5 April 2011 16 May 2011 Number of shares allotted Aggregate nominal value of shares £’000 Net consideration received Issue price Opening market including price per share on allotment date (pence per share) issue cost £’000 (pence per share) 514,084 43,662 –––––––––––––– 257 22 –––––––––––––– 403 34 –––––––––––––– 83.1 83.1 –––––––––––––– 61.0 58.0 –––––––––––––– 22. Related party transactions The Manager, Albion Ventures LLP, could be considered to be a related party by virtue of the fact that it is party to a Management agreement from the Company (details disclosed on page 19 of this Report). During the year, services of a total value of £606,000 (2010: £617,000), were purchased by the Company from Albion Ventures LLP; this includes £565,000 of investment management fee and £41,289 administration fee (including VAT). At the financial year end, the amount due to Albion Ventures LLP in respect of these services disclosed within accruals and deferred income was £170,000 (2010: £175,000). There are no other related party transactions or balances requiring disclosure. Albion Venture Capital Trust PLC 45 221851_pp34-pp48 16/06/2011 17:14 Page 46 Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the Annual General Meeting of Albion Venture Capital Trust PLC (the “Company”) will be held at the City of London Club, 19 Old Broad Street, London EC2N 1DS on 18 July 2011 at 11:30 am for the following purposes: To consider and, if thought fit, to pass the following resolutions, of which numbers 1 to 9 will be proposed as ordinary resolutions and numbers 10 to 12 as special resolutions. Ordinary Business 1. To receive and adopt the Company’s accounts for the year ended 31 March 2011 together with the report of the Directors and Auditor. 2. 3. 4. 5. 6. To approve the Directors’ remuneration report for the year ended 31 March 2011. To re-elect David Watkins as a Director of the Company. To re-elect John Kerr as a Director of the Company. To re-elect Jeff Warren as a Director of the Company. To re-appoint PKF (UK) LLP as Auditor of the Company to hold office from conclusion of the meeting to the conclusion of the next meeting at which the accounts are to be laid. 7. To authorise the Directors to agree the Auditors’ remuneration. Special Business 8. That the Company be authorised to send all documents, notices and information to shareholders by electronic means (as such term is defined in the Financial Services Authority's Disclosure and Transparency Rules) including by means of a website and in all electronic forms. 9. That the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the “Act”) to allot shares in the Company up to a maximum aggregate nominal amount of £1,916,496 for Ordinary shares, representing 10 per cent. of the issued Ordinary share capital, such authority shall expire 18 months from the date of this resolution, or at the conclusion of the Annual General Meeting, whichever is earlier, but so that the Company may, before the expiry of such period, make an offer or agreement which would or might require shares to be allotted after the expiry of such period and the Directors may allot shares pursuant to such an offer or agreement as if the authority had not expired. 10. That, subject to and conditional on the passing of resolution number 9, the Directors be empowered, pursuant to section 570 of the Act, to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by resolution number 9 as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities: (a) in connection with an offer of such securities by way of rights issue; (b) in connection with any Dividend Reinvestment Scheme introduced and operated by the Company; (c) in connection with a top up offer outside of the Prospectus Rules; and (d) otherwise than pursuant to paragraphs (a) to (c) above, up to an aggregate nominal amount of £1,916,496 for Ordinary shares, and such authority shall expire 18 months from the date of this resolution, or at the conclusion of the Annual General Meeting, whichever is earlier, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power had not expired. In this resolution, “rights issue” means an offer of equity securities open for acceptance for a period fixed by the Directors to holders on the register on a fixed record date in proportion as nearly as may be to their respective holdings, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with any 46 Albion Venture Capital Trust PLC 221851_pp34-pp48 16/06/2011 17:14 Page 47 Notice of Annual General Meeting (continued) fractional entitlements or legal or practical difficulties under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory. This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(2)(b) of the Act as if in the first paragraph of the resolution the words “subject and conditional on the passing of resolution number 9” were omitted. 11. That the Company be generally and unconditionally authorised to make market purchases (within the meaning of Section 693(4) of the Act) of Ordinary shares of 50 pence each in the capital of the Company (“Ordinary shares”), on such terms as the Directors think fit, and where such shares are held as treasury shares, the Company may use them for the purposes set out in section 727 of the Act, provided that: (a) the maximum number of Ordinary shares hereby authorised to be purchased is 14.99 per cent. of the Ordinary shares in issue as at the date of the passing of this resolution; (b) the minimum price, exclusive of any expenses, which may be paid for an Ordinary share is 50 pence; (c) (d) (e) the maximum price, exclusive of any expenses, which may be paid for each Ordinary share is an amount equal to the higher of (a) 105 per cent. of the average of the middle market quotations for an Ordinary share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the Ordinary share is purchased; and (b) the amount stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003; the authority hereby conferred shall, unless previously revoked or varied, expire at the end of the next Annual General Meeting, or eighteen months from the date of the passing of the resolution, whichever is earlier; and the Company may make a contract or contracts to purchase Ordinary shares under this authority before the expiry of the authority which will or may be executed wholly or partly after the expiry of the authority, and may make a purchase of shares in pursuance of any such contract or contracts. Under the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 (the “Regulations”), Ordinary shares purchased by the Company out of distributable profits can be held as treasury shares, which may then be cancelled or sold for cash. The authority sought by this special resolution number 11 is intended to apply equally to shares to be held by the Company as treasury shares in accordance with the Regulations. These powers are intended to permit Directors to sell treasury shares at a price not less than that at which they were purchased. 12. That the Directors be empowered to sell treasury shares at the higher of the prevailing current share price and the price bought in at. BY ORDER OF THE BOARD Albion Ventures LLP Company Secretary Registered office 1 King’s Arms Yard London, EC2R 7AF Registered in England and Wales with number 3142609 16 June 2011 Albion Venture Capital Trust PLC 47 221851_pp34-pp48 16/06/2011 17:14 Page 48 Notice of Annual General Meeting (continued) Notes 1. 2. 3. 4. 5. 6. 7. 8. 9. Members entitled to attend, speak and vote at the Annual General Meeting (“AGM”) may appoint a proxy or proxies (who need not be a member of the Company) to exercise these rights in their place at the meeting. A member may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to different shares. Proxies may only be appointed by completing and returning the Form of Proxy enclosed with this Notice to Capita Registrars, PXS, 34 Beckenham Road, Beckenham, BR3 4TU. Return of the Form of Proxy will not preclude a member from attending the meeting and voting in person. A member may not use any electronic address provided in the Notice of this meeting to communicate with the Company for any purposes other than those expressly stated. To be effective the Form of Proxy must be completed in accordance with the instructions and received by the Registrars of the Company by 5:00 pm on 16 July 2011. In accordance with good governance practice, the Company is offering shareholders use of an online service, offered by the Company’s registrar, Capita Registrars, at www.capitashareportal.com. Shareholders can use this service to vote or appoint a proxy online. The same voting deadline of 5:00 pm on 16 July 2011 applies as if you were using your Personalised Voting Form to vote or appoint a proxy by post to vote for you. Shareholders will need to use the unique personal identification Investor Code that is printed in their Form of Proxy. Shareholders should not show this information to anyone unless they wish to give proxy instructions on their behalf. Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 (‘the Act’) to enjoy information rights (a “Nominated Person”) may, under an agreement between him or her and the member by whom he or she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he or she may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights. The statement of rights of members in relation to the appointment of proxies in note 1 above does not apply to Nominated Persons. The rights described in that note can only be exercised by members of the Company. To be entitled to attend and vote at the AGM (and for the purpose of the determination by the Company of the votes they may cast), members must be registered in the register of members of the Company at 5:00 pm on 16 July 2011 (or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting). Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares. Copies of contracts of service and letters of appointment between the Directors and the Company will be available for inspection at the Registered Office of the Company during normal business hours from the date of this Notice until the conclusion of the meeting, and at the place of the meeting for at least 15 minutes prior to the meeting until its conclusion. In addition, a copy of the Articles of Association will be available for inspection at the Company’s Registered Office from the date of this Notice until the conclusion of the meeting, and at the place of the meeting for at least 15 minutes prior to the meeting until its conclusion. Under section 527 of the Act members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which the annual accounts and reports were laid in accordance with section 437 of the Act. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on a website. A copy of this Notice, and other information regarding the AGM, as required by section 311A of the Act, is available from www.albion- ventures.co.uk, Our Funds, Albion Venture Capital Trust PLC. Any member attending the AGM has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the AGM but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the AGM that the question be answered. As at 16 June 2011 (being the latest practicable date prior to the publication of this Notice), the Company’s issued share capital consists of 38,329,927 Ordinary shares. The Company holds 2,043,273 Ordinary shares in treasury. Therefore, the total voting rights in the Company as at 16 June 2011 are 36,286,654. 48 Albion Venture Capital Trust PLC Perivan Financial Print 221851 Albion Venture Capital Trust PLC Annual Report and Financial Statements for the year ended 31 March 2011 Albion Venture Capital Trust PLC