Octopus
Protected VCT plc
Interim Results
24 September
2008
Octopus Protected
VCT plc (the "Company"), managed by Octopus Investments Limited, today
announces the Half-Yearly results for the six months ended 31 July 2008.
These results were
approved by the Board of Directors on 24 September 2008.
You may view the
Half-Yearly Report in full at www.octopusinvestments.com
and navigating to the VCT Annual and Interim Reports under the 'Learn More'
section.
About
Octopus Protected VCT plc
Octopus
Protected VCT plc ("Company" or "Fund") is a venture capital trust ("VCT") and
is managed by Octopus Investments Limited ("Octopus").
The Fund was
launched in July 2006 and raised over £27.1 million (£25.9 million net of
expenses) through an offer for subscription by the time it closed on 5 April
2007. The objective of the Fund is to invest in a diversified portfolio of UK smaller companies in order to generate income and capital growth over the long-term.
Financial
Highlights
|
Ordinary
shares
|
Six months to
31 July 2008
|
Six months to
31 July 2007
|
Year to
31 January 2008
|
|
|
|
|
|
|
Net
assets (£'000s)
|
25,754
|
25,983
|
26,114
|
|
Net
revenue return after tax (£'000s)
|
393
|
175
|
498
|
|
Net
total return after tax (£'000s)
|
50
|
158
|
337
|
|
Net
asset value per share
|
94.2p
|
94.9p
|
95.5p
|
|
Dividend
per share - paid and proposed since launch
|
3.0p
|
0.0p
|
1.5p
|
Chairman's Statement
I am pleased to
present the interim results for the six months to 31 July 2008.
Results
Review
In the six months
to 31 July 2008, the total return on the Fund increased slightly. Per
share, (NAV plus dividends paid) it rose from 95.5p to 95.7p. Your Board
has declared a dividend of 1.5p per share. This will be paid on 31 October to
shareholders who are on the register on 3 October 2008.
Investment
Portfolio
During the period
the Fund made one new investment into Hydrobolt Limited. All companies into
which significant investments have been made are trading profitably. As there
are no major changes in their circumstances since investment date, they will be
held at cost throughout the first year of investment. While the Manager seeks
further qualifying investments, Goldman Sachs International, the Fund's cash
manager, has invested the Fund's proceeds in a range of cash-based securities.
Further information on the portfolio holdings is available in the Investment
Manager's review.
VCT
Status
A
key requirement is for 70% of the portfolio to be invested in qualifying
investments by the end of the third accounting period following that in which
new share capital was subscribed. As at 31 July 2008, over 14.4% of the
portfolio (according to HM Revenue & Customs rules and regulations) was
invested in VCT qualifying investments, in line with our expectations at this
early stage of the Fund's life. In light of the current deal flow, the Board
is confident of achieving the required investment level.
Share
Price
The Company's mid
market share price currently stands at 70.0p compared to the NAV of 94.2p.
Octopus is working towards developing strategies to increase liquidity in the
market by stimulating trade in VCT shares in the secondary market.
Outlook
While activity in
the overall investment market has reduced, Octopus Protected VCT has seen
increased demand for its funds and services. However in the period under review
we saw few opportunities that we felt were sufficiently low risk to merit
investment. Going forward, we are confident of making further low risk
investments within the next six months. During recent upheavals, the value of
the Fund has been maintained and it is now well positioned for the future.
Amidst economic
turmoil, Octopus continues expanding its customer base and revenue, plus
gaining industry recognition. Its success reflects a unique approach and pioneering
management, with a dual focus on delivering excellent service as well as
returns. As a fellow investor, I look forward to the progress of the Octopus
Protected VCT.
Tony Morgan
Chairman
24 September 2008
Investment
Manager's Review
Personal
Service
At Octopus, we pride ourselves not only on our team's track
record but also on our personalised customer service. We believe in open
communication and our regular updates are designed to keep you involved and
informed.
If you have any questions about this review, or if it would
help to speak to one of the fund managers, please do not hesitate to contact us
on 0800 316 2347.
Review
of Investments
As mentioned in the
Chairman's Statement, one new investment, totalling £606,264, was made during
the period into Hydrobolt Limited. Whilst Octopus seeks suitable qualifying
investments, the remaining proceeds raised have been managed by our cash
managers, Goldman Sachs International, and invested in a range of cash-based
securities.
Investment
Portfolio
During the period,
the Fund made one new investment. The details of all the investments in the
portfolio are set-out below.
British
Country Inns 3 plc
British
Country Inns was launched as an EIS, qualifying company in April 2006 in order
to buy traditional, food-led freehold and long leasehold pubs in the South of
England. Rather than initiate a second round of fundraising, which would have
entailed a very early valuation of the estate at the time and a tight cap on
the size of the issue, management opted to raise additional funds through a
separate company, British Country Inns 2. This company maintained a
geographical focus in the South and South West of England. A third company,
British Country Inns 3 in which Octopus Protected is an investor, was formed to
invest in pubs in the West Midlands.
Investment date: April 2007
Cost: £100,000
(ordinary shares)
Valuation: £100,000
Valuation basis: Cost
Equity held: 1.3% (1.3% held
by all funds managed by Octopus)
Last audited
accounts: January
2008
Loss before
interest & tax: £(0.05)
million
Net assets: £7.2 million
Funeral
Services Partnership Limited
Funeral Services
Partnership is an independent funeral services group made up of funeral
parlours and their associated services. It currently owns 14 funeral parlours
and a stonemasons and is continuing to grow via acquisition.
Investment date: October 2007
Cost: £1,000,000
(ordinary shares and loan notes)
Valuation: £1,000,000
Valuation basis: Cost
Equity held: 2.3% 'B shares'
(6.8% 'B shares' held by all funds managed by Octopus)
Last audited
accounts: N/A
BDA
International Limited
BDA provides
promotion and design services to broadcasters and advertisers worldwide and
also creates brand films and internal communications for leading UK corporations, including Hallmark, Barclays, Discovery and Sony. The company operates
from offices in London, Munich, Dubai, Singapore and Sydney. Revenues have
grown against prior year and the management team has been strengthened by the
appointment of a new Chairman, introduced by Octopus. The company has
recently made a small acquisition of Jago Design Limited. Jago has a strong
international reputation for set design, particularly in news sets and there is
the potential for cross marketing BDA/Jago services to the respective
broadcaster client basis.
Investment date: December 2007
Cost: £1,000,000
(ordinary shares and loan notes)
Valuation: £1,000,000
Valuation basis: Cost
Equity held: 1.7% 'A shares'
(33.3% 'A shares' held by all funds managed by Octopus)
Last audited
accounts: June
2007
Profit before
interest & tax: £1.1
million
Net assets: £2.8 million
Tristar
Worldwide Limited
Tristar is one of
the world's leading chauffeur companies, carrying over 400,000 passengers for
400 clients in 2007 alone. The business operates in 44 countries with its own
vehicles in the UK and a rapidly expanding service in the US. It has a blue chip customer base which includes Virgin, Emirates, BP, Shell and
Unilever. In the year to May 2008, the business achieved EBITA before deal
costs of £2.2m, 36% up on prior year.
Investment date: January 2008
Cost: £1,000,000
(ordinary shares and loan notes)
Valuation: £1,000,000
Valuation basis: Cost
Equity held: 2.5% 'A shares'
(35.0% 'A shares' held by all funds managed by Octopus)
Last audited
accounts: May
2007
Profit before
interest & tax: £1.7
million
Net assets: £3.4 million
Hydrobolt
Limited
The Group
manufactures and distributes specialty fasteners for use in hostile
environments such as oil & gas exploration and production as well as power.
The Group, founded in 1991, currently comprises two companies - Hydrobolt
Limited, which manufactures custom-made bolts to order and Studbolt
Manufacturing Limited, founded in 2003, which stocks and distributes
standard-sized petrochemical grade fasteners.
Investment date: April 2008
Cost: £606,264
(ordinary shares and loan notes)
Valuation: £606,264
Valuation basis: Cost
Equity held: 2.8% 'A shares'
(48.1% 'A shares' held by all funds managed by Octopus)
Last audited
accounts: N/A
Recent Transactions
Since
the end of the period under review, no further investments have been made.
Simon Rogerson
Chief Executive
Directors' Responsibilities
The half-yearly
financial report is the responsibility of, and has been approved by, the
Directors. The Directors confirm that to the best of their knowledge the
half-yearly financial report has been prepared in accordance with the
Disclosure and Transparency rules and in accordance with applicable accounting
standards, and includes a fair review of the information required by DTR 4.2.7R
of the Disclosure and Transparency rules, being an indication of important
events that have occurred during the first six months of the financial year and
their impact on the condensed set of financial statements.
Principal Risks and Uncertainties
The Company's
assets consist of equity and fixed interest investments, cash and liquid
resources. Its principal risks are therefore market risk, credit risk and
liquidity risk. Other risks faced by the Company include economic, loss of
approval as a Venture Capital Trust, investment and strategic, regulatory,
reputational, operational and financial risks. These risks, and the way in
which they are managed, are described in more detail in the Company's Annual
Report and Accounts for the year ended 31 January 2008. The Company's principal
risks and uncertainties have not changed materially since the date of that
report.
Related Party Transactions
Octopus Investments
Limited acts as the investment manager of the Company. Octopus also provides
the provision of secretarial and administrative services to the Company. Under
the management agreement, Octopus receives a fee of 2.0 per cent per annum of
the net assets of the Company for the investment management services. This is
described in more detail under Note 17 in the Annual Report and Accounts for
the year ended 31 January 2008. During the period, the Company incurred
management fees of £306,000, including VAT at the applicable rate, payable to
Octopus. At the period end there was £nil outstanding to Octopus.
|
Profit
and Loss Account
|
|||||||||
|
|
Six months to 31 July 2008
|
Six months to 31 July 2007
|
Year to 31 January 2008
|
||||||
|
|
Revenue
|
Capital
|
Total
|
Revenue
|
Capital
|
Total
|
Revenue
|
Capital
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain
on disposal of investments of current asset investments
|
-
|
1
|
1
|
-
|
49
|
49
|
-
|
99
|
99
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/gain
on valuation of current asset investments
|
-
|
(115)
|
(115)
|
-
|
90
|
90
|
-
|
124
|
124
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
|
600
|
-
|
600
|
375
|
-
|
375
|
988
|
-
|
988
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment management fees
|
(77)
|
(229)
|
(306)
|
(52)
|
(156)
|
(208)
|
(128)
|
(384)
|
(512)
|
|
Other expenses
|
(130)
|
-
|
(130)
|
(148)
|
-
|
(148)
|
(362)
|
-
|
(362)
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) on ordinary activities before tax
|
393
|
(343)
|
50
|
175
|
(17)
|
158
|
498
|
(161)
|
337
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxation on profit on ordinary activities
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) on ordinary activities after tax
|
393
|
(343)
|
50
|
175
|
(17)
|
158
|
498
|
(161)
|
337
|
|
Earnings/(loss) per share - basic and diluted
|
1.4p
|
(1.2)p
|
0.2p
|
0.8p
|
(0.1)p
|
0.7p
|
2.1p
|
(0.7)p
|
1.4p
|
The Company has no
recognised gains or losses other than the results for the period as set out
above.
|
Reconciliation
of Movements in Shareholders' Funds
|
|||
|
|
Six months ended 31 July
2008
|
Six months ended 31 July
2007
|
Year to 31 January 2008
|
|
|
£'000
|
£'000
|
£'000
|
|
Shareholders'
funds at start of period
|
26,114
|
6,417
|
6,417
|
|
|
|
|
|
|
Profit
for the period
|
50
|
158
|
337
|
|
Net
proceeds of share issue
|
-
|
19,408
|
19,407
|
|
Cancellation
of own shares
|
-
|
-
|
(47)
|
|
Dividends
paid
|
(410)
|
-
|
-
|
|
Shareholders'
funds at end of period
|
25,754
|
25,983
|
26,114
|
|
Balance
Sheet
|
||||||
|
|
As at 31 July 2008
|
As at 31 July 2007
|
As at 31 January 2008
|
|||
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
|
Fixed asset investments
|
|
3,706
|
|
100
|
|
3,100
|
|
Current assets:
|
|
|
|
|
|
|
|
Investments - money market
securities
|
21,692
|
|
25,411
|
|
22,904
|
|
|
Debtors
|
280
|
|
523
|
|
252
|
|
|
Cash at bank
|
112
|
|
7
|
|
16
|
|
|
|
22,084
|
|
25,941
|
|
23,172
|
|
|
Creditors: amounts falling
due within one year
|
(36)
|
|
(58)
|
|
(158)
|
|
|
Net current assets
|
|
22,048
|
|
25,883
|
|
23,014
|
|
|
|
|
|
|
|
|
|
Net assets
|
|
25,754
|
|
25,983
|
|
26,114
|
|
|
|
|
|
|
|
|
|
Called up equity share
capital
|
2,734
|
|
2,739
|
|
2,734
|
|
|
Share premium account
|
-
|
|
23,140
|
|
-
|
|
|
Special distributable
reserve
|
23,092
|
|
-
|
|
23,092
|
|
|
Capital redemption reserve
|
5
|
|
-
|
|
5
|
|
|
Capital reserve - realised
|
(556)
|
|
(147)
|
|
(325)
|
|
|
Capital reserve -
unrealised
|
12
|
|
90
|
|
124
|
|
|
Revenue Reserve
|
467
|
|
161
|
|
484
|
|
|
Total equity shareholders'
funds
|
|
25,754
|
|
25,983
|
|
26,114
|
|
Net asset value per share
|
|
94.2p
|
|
94.9p
|
|
95.5p
|
|
Cash
Flow Statement
|
|||
|
|
Six months to
31 July 2008
|
Six months to 31 July 2007
|
Year to 31 January 2008
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
Net cash inflow/(outflow) from operating
activities
|
243
|
(914)
|
(218)
|
|
|
|
|
|
|
Financial investment :
|
|
|
|
|
Purchase of investments
|
(606)
|
(100)
|
(3,100)
|
|
|
|
|
|
|
Management of liquid resources :
|
|
|
|
|
Net sale/(purchase) of money market securities
|
1,098
|
(18,934)
|
(16,344)
|
|
|
|
|
|
|
Dividends paid
|
(410)
|
-
|
-
|
|
|
|
|
|
|
Financing :
|
|
|
|
|
Issue of own shares
|
-
|
20,375
|
20,374
|
|
Share issue expenses
|
-
|
(967)
|
(967)
|
|
Capitalised management fees
|
(229)
|
(156)
|
(384)
|
|
Repurchase of own shares
|
-
|
-
|
(48)
|
|
Increase/(decrease) in cash resources
|
96
|
(696)
|
(687)
|
|
Reconciliation of Net Cash Flow to Movement in Liquid
Resources
|
|||
|
|
Six months to 31 July 2008
|
Six months to 31 July 2007
|
Year to 31 January 2008
|
|
|
£'000
|
£'000
|
£'000
|
|
Increase/(decrease) in cash resources
|
96
|
(696)
|
(687)
|
|
(Decrease)/increase in liquid resources
|
(1,212)
|
19,074
|
16,567
|
|
Opening net cash resources
|
22,920
|
7,040
|
7,040
|
|
Net cash at 31 July/31 January
|
21,804
|
25,418
|
22,920
|
|
Reconciliation of Operating
Profit before Taxation to Cash Flow from Operating Activities
|
|||
|
|
Six months to 31 July 2008
|
Six months to 31 July 2007
|
Year
to 31 January 2008
|
|
|
£'000
|
£'000
|
£'000
|
|
Profit
on ordinary activities before tax
|
50
|
158
|
337
|
|
Capitalisation
of management fees
|
229
|
156
|
384
|
|
Increase
in debtors
|
(28)
|
(520)
|
(249)
|
|
Decrease
in creditors
|
(122)
|
(568)
|
(467)
|
|
Gain
on realisation of investments
|
(1)
|
(50)
|
(99)
|
|
Loss/(gain)
on valuation of investments
|
115
|
(90)
|
(124)
|
|
Inflow/(outflow)
from operating activities
|
243
|
(914)
|
(218)
|
Notes to the Interim Financial Statements
1. Basis of preparation
The unaudited interim results which cover the six
months to 31 July 2008 have been prepared in accordance with applicable
accounting standards in the United Kingdom, to include a Profit and Loss
Account, Reconciliation of Movements in Shareholders' Funds, Balance Sheet and
Cash Flow Statement.
2. Publication of
non-statutory accounts
The unaudited interim results for the six months
ended 31 July 2008 do not constitute statutory accounts within the meaning of
Section 240 of the Companies Act 1985 and have not been delivered to the
Registrar of Companies. The comparative figures for the year ended 31 January
2008 have been extracted from the audited financial statements for that year,
which have been delivered to the Registrar of Companies. The independent auditor's
report on those financial statements under Section 235 of the Companies Act
1985 was unqualified. This half-yearly report has not been reviewed by the
Company's auditor.
3. Earnings per share
The total earnings per share at 31 July 2008 is
based on a profit from ordinary activities after tax of £50,000 and on 27,336,344
shares (31 January 2008: £337,000 and 24,375,078 shares and 31 July 2007: £158,000
and 21,331,195 shares), being the weighted average number of shares in issue
during the period.
There are no potentially dilutive capital
instruments in issue and, therefore, no diluted return per share figures are
relevant.
4. Net asset value per share
The calculation of net asset value per share is
based on the net assets at 31 July 2008 and on 27,336,344 shares being the
number of shares in issue at the same date (31 January 2008: 27,336,344 and 31
July 2007: 27,386,926).
5. Dividends
The interim dividend of 1.5 pence per share for the
six months ending 31 July 2008 will be paid on 31 October 2008 to shareholders
on register at the close of business on 3 October 2008. A final dividend of
1.5 pence per share, relating to the year ended 31 January 2008, was paid on 25
June 2008 to shareholders on the register on 30 May 2008.
6. During the six months ended
31 July 2008 there were no share issues and no buy-backs.
7. Copies of this statement are
being sent to all shareholders. Copies are also available from the registered
office of the Company at 8 Angel Court, London, EC2R 7HP, and will also be available
to view on the Investment Manager's website at www.octopusinvestments.com.
ENDS.