TIDMTRIP
RNS Number : 2443W
Triple Point VCT PLC
24 July 2009
FOR IMMEDIATE RELEASE 24 July 2009
Triple Point VCT plc
Audited Results Announcement
for the year ended 31 March 2009 and Notice of AGM
The directors of Triple Point VCT plc are pleased to announce their audited
results for the year ended 31 March 2009.
Copies of the full Report and Accounts and the Notice of AGM have been
dispatched to the Shareholders.
Financial summary
For the year ended 31 March 2009
+------------------------+---------------+------+---------------+
| | 2009 | | 2008 |
+------------------------+---------------+------+---------------+
| | GBP'000 | | GBP'000 |
+------------------------+---------------+------+---------------+
| | | | |
+------------------------+---------------+------+---------------+
| Net assets | 25,255 | | 30,534 |
+------------------------+---------------+------+---------------+
| Net return / (loss) | (1,088) | | 978 |
| before tax | | | |
+------------------------+---------------+------+---------------+
| Return / (loss) per | (3.71p) | | 2.18p |
| share | | | |
+------------------------+---------------+------+---------------+
| Net asset value per | 88.31p | | 95.45p |
| share | | | |
+------------------------+---------------+------+---------------+
Triple Point VCT plc ("the Company") is a Venture Capital Trust ("VCT"). The
Investment Manager is Triple Point Investment Management LLP ("TPIM"). The
Company was launched in January 2005 and raised over GBP3.3 million through an
offer for subscription. Further money was raised for Triple Point VCT through a
'C' Share issue (i.e. the issue of a new class of share) and reached GBP28.5
million (GBP27.4 million net of expenses) by the closing date of 5 April 2006.
With effect from 31 March 2007 the "C" class shares were converted into ordinary
shares. The Company invests in businesses with contractual revenues from
financially sound customers and aims to generate an attractive income stream and
modest but accessible capital growth to shareholders.
Chairman's statement
I am pleased to be writing to you enclosing the Company's financial statements,
those for the year ended 31 March 2009.
The year has been a momentous one for the Company. HMRC confirmed that the
Company had satisfied the criteria to secure its VCT status. The courts approved
cancellation of the Company's share premium account facilitating distributions
to shareholders.
By 6 April 2008, the original ordinary shareholders had held their shares for
the three years required to secure up front VCT income tax relief. During the
summer of 2008 the Company made a tender offer to repurchase ordinary shares at
92p per share which was accepted by 95% of shareholders who had satisfied the
minimum three year holding period to secure up front VCT income tax relief.
By 6 April 2009 all remaining shareholders had held their shares for the three
years required to secure up front VCT income tax relief and so the Board has
concentrated on planning realisations in order to return funds to remaining
shareholders as soon as possible after 6 April 2009, in accordance with the
Company's prospectuses.
Further details of the investment realisation programme are given in the
investment Manager's review. However, the year end balance sheet records the
position where realisations where in process with the result that qualifying
holdings were reduced from GBP22,202,000 at 31 March 2008 to GBP12,504,000 at 31
March 2009.
Realisations continued during April with the result that the Board has been able
to pay two dividends subsequent to the year end, GBP19,419,000 (67.9p per share)
on 8 April, 2009 and GBP2,174,000 (7.6p per share) on 13 May 2009. The Board has
determined that the Company will have a short accounting period to 31 May 2009
during which it is intended it would continue to have VCT status.
In the meantime, the Board are circulating to shareholders proposals that the
Company be placed in liquidation with the intention that the further funds are
returned to shareholders by way of capital distribution by the liquidators.
Assuming that shareholders accept the Board's recommendation that the Company is
placed in liquidation, no further audited financial statements, half yearly
reports or quarterly interim management statements will be issued by the
Company.
Michael Sherry
Chairman
23 July 2009
Investment Manager's review
The year ended 31 March 2009 has been characterised by exceptional volatility.
Despite this uncertainty and hostile market conditions, I am pleased to announce
that market conditions have not impeded the Company's ability to achieve its
objectives and realise assets in order to return funds to shareholders.
At the beginning of the year the diverse portfolio of holdings built by the
Company encompassed investments in seventeen unquoted companies in nine industry
sectors. These VCT-qualifying investments ranged from the provision of ambulance
refurbishment services for the NHS to a fully managed telephony service for a
public sector body.
The Company initiated a process of portfolio realisation, exiting its investment
in fourteen of the seventeen companies, generating proceeds totalling GBP18
million. The proceeds realised from qualifying holdings came from a variety of
sources including sales of investments and cash generated from the operation of
investee companies. This process of portfolio realisation has enabled the
payment of significant dividend distributions to shareholders since the end of
the period covered by these financial statements.
Should you have any queries, or further questions regarding the above, please
feel free to contact me.
David Dick,
Managing Partner Triple Point Investment Management LLP
10 July 2009
ABOUT TRIPLE POINT INVESTMENT MANAGEMENT LLP
Triple Point Investment Management LLP (Triple Point) is a specialist in
tax-efficient investments. As well as managing several market-leading VCTs,
Triple Point also offers investors a range of investment products that qualify
for government sponsored tax reliefs including the Enterprise Investment Scheme
(EIS) and Business Property Relief (BPR).
The Triple Point investment model - focused on capital security, liquidity and
tax-enhanced returns - has been built around the group's capabilities in
taxation, structured finance and investment to the benefit of every Triple Point
product.
For more information on Triple Point Investment Management LLP please call 020
7201 8990.
Investment Portfolio
[*** UNPARSEABLE TABLE ***]
Investment Portfolio (continued)
[*** UNPARSEABLE TABLE ***]
Directors' responsibility statement
The directors are responsible for preparing the annual report and the financial
statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors have elected to prepare the
financial statements in accordance with UK Accounting Standards (UK GAAP).
The financial statements are required by law to give a true and fair view
of the state of affairs of the Company at the end of the financial period and of
the return 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 UK Accounting Standards (UK GAAP) 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 confirm that to the best of their knowledge the financial
statements for the year ended 31 March 2009 comply with the requirements set out
above and that suitable accounting policies, consistently applied and supported
by reasonable and prudent judgement, have been used in their preparation. They
also confirm that the annual report includes a fair review of the business
together with a description of the principal risks and uncertainties faced by
the Company.
The directors are responsible for keeping proper accounting records that
disclose with reasonable accuracy at any time the financial position of the
Company and enable them to ensure that its financial statements comply with the
Companies Act 1985. They have general responsibility for taking such steps as
are reasonably open to them to safeguard the assets of the Company and to
prevent and detect fraud and other irregularities.
Under applicable law and regulations, the directors are also responsible for
preparing a directors' report, directors' remuneration report and corporate
governance statement that comply with that law and those regulations.
In so far as the Directors are aware:
. there is no relevant audit information of which the Company's auditor is
unaware; and
. the Directors have taken all steps that they ought to have
taken to make themselves aware of any relevant audit
information
and to establish that the auditor is aware of that information.
The Company's financial statements are published on the TPIM LLP website,
www.triplepoint.co.uk. The maintenance and integrity of this website is the
responsibility of TPIM and not of the Company. The work carried out by Grant
Thornton UK LLP as independent auditor of the Company does not involve
consideration of the maintenance and integrity of website and accordingly they
accept no responsibility for any changes that have occurred to the financial
statements since they were initially presented on the website. Visitors to the
website should be aware that legislation in the United Kingdom governing the
preparation and dissemination of the financial statements may differ from
legislation in their jurisdiction.
On behalf of the Board
Michael Sherry
Director
10 July 2009
Income statement
for the year ended 31 March 2009
+--------------------------+-----+---------+---------+---------+--+---------+---------+---------+
| | | 2009 | | 2008 |
+--------------------------+-----+-----------------------------+--+-----------------------------+
| | | Rev. | Cap. | Tot. | | Rev. | Cap. | Tot. |
+--------------------------+-----+---------+---------+---------+--+---------+---------+---------+
| | | GBP'000 | GBP'000 | GBP'000 | | GBP'000 | GBP'000 | GBP'000 |
+--------------------------+-----+---------+---------+---------+--+---------+---------+---------+
| | | | | | | | | |
+--------------------------+-----+---------+---------+---------+--+---------+---------+---------+
| Investment income | | 932 | - | 932 | | 1,814 | - | 1,814 |
+--------------------------+-----+---------+---------+---------+--+---------+---------+---------+
| Gains / (losses) on | | - | (1,217) | (1,217) | | - | - | - |
| investments | | | | | | | | |
+--------------------------+-----+---------+---------+---------+--+---------+---------+---------+
| Investment management | | (159) | (479) | (638) | | (178) | (534) | (712) |
| fees | | | | | | | | |
+--------------------------+-----+---------+---------+---------+--+---------+---------+---------+
| Other expenses | | (133) | (32) | (165) | | (124) | - | (124) |
+--------------------------+-----+---------+---------+---------+--+---------+---------+---------+
| Return / (loss) on | | 640 | (1,728) | (1,088) | | 1,512 | (534) | 978 |
| ordinary activities | | | | | | | | |
| before taxation | | | | | | | | |
+--------------------------+-----+---------+---------+---------+--+---------+---------+---------+
| Taxation on return / | | (132) | 105 | (27) | | (434) | 153 | (281) |
| loss on ordinary | | | | | | | | |
| activities | | | | | | | | |
+--------------------------+-----+---------+---------+---------+--+---------+---------+---------+
| Return / (loss) on | | 508 | (1,623) | (1,115) | | 1,078 | (381) | 697 |
| ordinary activities | | | | | | | | |
| after taxation | | | | | | | | |
+--------------------------+-----+---------+---------+---------+--+---------+---------+---------+
| Return / (loss) per | | 1.69p | (5.40p) | (3.71p) | | 3.37p | (1.19p) | 2.18p |
| share, basic and diluted | | | | | | | | |
+--------------------------+-----+---------+---------+---------+--+---------+---------+---------+
The total column of this statement is the profit and loss account of this
Company. The supplementary revenue return and capital return columns have been
prepared under guidance published by the Association of Investment Companies.
There are no recognised gains or losses other than those disclosed in the income
statement.
All revenue and capital items in the above statement derive from continuing
operations.
Reconciliation of movements in shareholders' funds
for the year ended 31 March 2009
+--------------------------+-----+-------+-------+---------+--+-------+-------+---------+
| | | | | 2009 | | | | 2008 |
+--------------------------+-----+-------+-------+---------+--+-------+-------+---------+
| | | | | GBP'000 | | | | GBP'000 |
+--------------------------+-----+-------+-------+---------+--+-------+-------+---------+
| Shareholders' funds at 1 April 2008 | 30,534 | | | | 30,573 |
+------------------------------------------------+---------+--+-------+-------+---------+
| Shares bought back by | | | | (3,163) | | | | - |
| company | | | | | | | | |
+--------------------------+-----+-------+-------+---------+--+-------+-------+---------+
| Return on ordinary activities after taxation | (1,115) | | | | 697 |
+------------------------------------------------+---------+--+-------+-------+---------+
| Dividends paid in period | (1,001) | | | | (736) |
+------------------------------------------------+---------+--+-------+-------+---------+
| Shareholders' funds at 31 March 2009 | 25,255 | | | | 30,534 |
+--------------------------+-----+-------+-------+---------+--+-------+-------+---------+
The accompanying notes are an integral part of this statement.
Balance sheet
as at 31 March 2009
+----------------------------------------+-------+----+---------+--------+---------+
| | | | 2009 | | 2008 |
+----------------------------------------+-------+----+---------+--------+---------+
| | | | GBP'000 | | GBP'000 |
+----------------------------------------+-------+----+---------+--------+---------+
| | | | | | |
+----------------------------------------+-------+----+---------+--------+---------+
| Fixed Assets: | | | | | |
+----------------------------------------+-------+----+---------+--------+---------+
| Investments | | | - | | 23,232 |
+----------------------------------------+-------+----+---------+--------+---------+
| | | | | | |
+----------------------------------------+-------+----+---------+--------+---------+
| Current assets: | | | | | |
+----------------------------------------+-------+----+---------+--------+---------+
| Current unlisted investments | | | 12,504 | | - |
+----------------------------------------+-------+----+---------+--------+---------+
| Debtors | | | 1,129 | | 2,042 |
+----------------------------------------+-------+----+---------+--------+---------+
| Current asset investments | | | - | | 2,972 |
+----------------------------------------+-------+----+---------+--------+---------+
| Cash at bank | | | 11,752 | | 2,966 |
+----------------------------------------+-------+----+---------+--------+---------+
| | | | 25,385 | | 7,980 |
+----------------------------------------+-------+----+---------+--------+---------+
| | | | | | |
+----------------------------------------+-------+----+---------+--------+---------+
| Creditors: amounts falling due within | | | (130) | | (678) |
| one year | | | | | |
+----------------------------------------+-------+----+---------+--------+---------+
| Net current assets | | | 25,255 | | 7,302 |
+----------------------------------------+-------+----+---------+--------+---------+
| Net Assets | | | 25,255 | | 30,534 |
+----------------------------------------+-------+----+---------+--------+---------+
| Capital and reserves: | | | | | |
+----------------------------------------+-------+----+---------+--------+---------+
| Called up share capital | | | 286 | | 320 |
+----------------------------------------+-------+----+---------+--------+---------+
| Share premium account | | | - | | 28,799 |
+----------------------------------------+-------+----+---------+--------+---------+
| Capital redemption reserve | | | 1,172 | | 1,138 |
+----------------------------------------+-------+----+---------+--------+---------+
| Special distributable reserve | | | 25,636 | | - |
+----------------------------------------+-------+----+---------+--------+---------+
| Capital reserve | | | (2,430) | | (807) |
+----------------------------------------+-------+----+---------+--------+---------+
| Revenue reserve | | | 591 | | 1,084 |
+----------------------------------------+-------+----+---------+--------+---------+
| Shareholders' funds | | | 25,255 | | 30,534 |
+----------------------------------------+-------+----+---------+--------+---------+
| | | | | | |
+----------------------------------------+-------+----+---------+--------+---------+
| Net asset value per share | | | 88.31p | | 95.45p |
| | | | | | |
+----------------------------------------+-------+----+---------+--------+---------+
The statements were approved by the directors and authorised for issue on 10
July 2009 and are signed on their behalf by:
Michael Sherry
Chairman
The accompanying notes are an integral part of this statement
Cash flow statement
for the year ended 31 March 2009
+-------------------------------------------+----+---------+-------+----------+
| | | 2009 | | 2008 |
+-------------------------------------------+----+---------+-------+----------+
| | | GBP'000 | | GBP'000 |
+-------------------------------------------+----+---------+-------+----------+
| Net cash inflow from operating activities | | 494 | | 140 |
+-------------------------------------------+----+---------+-------+----------+
| Taxation: | | | | |
+-------------------------------------------+----+---------+-------+----------+
| Corporation tax charge for the period | | (27) | | (281) |
+-------------------------------------------+----+---------+-------+----------+
| Financial investment: | | | | |
+-------------------------------------------+----+---------+-------+----------+
| Purchase of unquoted securities | | - | | (15,448) |
+-------------------------------------------+----+---------+-------+----------+
| Realisation of unquoted securities | | 9,511 | | - |
+-------------------------------------------+----+---------+-------+----------+
| Disposal of current asset investments | | 2,972 | | 15,257 |
+-------------------------------------------+----+---------+-------+----------+
| Net cash inflow / (outflow) before | | 12,483 | | (191) |
| financing | | | | |
+-------------------------------------------+----+---------+-------+----------+
| Equity dividends paid | | (1,001) | | (736) |
+-------------------------------------------+----+---------+-------+----------+
| Financing: | | | | |
+-------------------------------------------+----+---------+-------+----------+
| Purchase of own shares | | (3,163) | | - |
+-------------------------------------------+----+---------+-------+----------+
| Net cash (outflow) from financing | | (3,163) | | - |
+-------------------------------------------+----+---------+-------+----------+
| Increase / (decrease) in cash | | 8,786 | | (1,068) |
+-------------------------------------------+----+---------+-------+----------+
| | | | | |
+-------------------------------------------+----+---------+-------+----------+
| | | | | |
+-------------------------------------------+----+---------+-------+----------+
| Reconciliation of net cash flow to movements in cash and cash | |
| equivalents | |
+------------------------------------------------------------------+----------+
| Net increase / (decrease) in cash and | | 8,786 | | (1,068) |
| cash equivalents | | | | |
+-------------------------------------------+----+---------+-------+----------+
| Cash and cash equivalents at 1 April 2008 | | 2,966 | | 4,034 |
+-------------------------------------------+----+---------+-------+----------+
| Cash and cash equivalents at 31 March | | 11,752 | | 2,966 |
| 2009 | | | | |
+-------------------------------------------+----+---------+-------+----------+
| | | | | |
+-------------------------------------------+----+---------+-------+----------+
| | | | | |
+-------------------------------------------+----+---------+-------+----------+
| | | | | |
+-------------------------------------------+----+---------+-------+----------+
| | | | | |
+-------------------------------------------+----+---------+-------+----------+
| | | | | |
+-------------------------------------------+----+---------+-------+----------+
| | | | | |
+-------------------------------------------+----+---------+-------+----------+
| | | | | |
+-------------------------------------------+----+---------+-------+----------+
| | | | | |
+-------------------------------------------+----+---------+-------+----------+
| | | | | |
+-------------------------------------------+----+---------+-------+----------+
| Reconciliation of loss before taxation to cash flow from operating |
| activities |
+-----------------------------------------------------------------------------+
| | | | | |
+-------------------------------------------+----+---------+-------+----------+
| Return / (loss) on ordinary activities | | (1,088) | | 978 |
| before tax | | | | |
+-------------------------------------------+----+---------+-------+----------+
| Adjusted for: | | | | |
+-------------------------------------------+----+---------+-------+----------+
| Decrease / (increase) in debtors | | 913 | | (1,224) |
+-------------------------------------------+----+---------+-------+----------+
| (Decrease) / increase in creditors | | (548) | | 386 |
+-------------------------------------------+----+---------+-------+----------+
| Losses on investments | | 1,217 | | - |
+-------------------------------------------+----+---------+-------+----------+
| | | 494 | | 140 |
+-------------------------------------------+----+---------+-------+----------+
The accompanying notes are an integral part of this statement
Notes to the financial statements
1 Basis of preparation and accounting policies
A summary of the principal accounting policies, all of which have been
consistently applied throughout the year and the preceding year, is set out
below.
At the same time as circulating these financial statements the board have
circulated proposals that the Company be wound up. In the circumstances it is no
longer appropriate for the financial statements to be prepared on a going
concern basis. The principal difference this makes is that investments in
unquoted companies which in the comparatives for 31 March 2008 are shown as
fixed asset investments at fair value, at 31 March 2009 are included as current
assets which either were realised in the period after the year end or it is the
intention of the board will be realised prior to the Company being wound up.
Basis of accounting
The financial statements have been prepared under the historical cost
convention, except that investments are shown at fair value through profit and
loss, and in accordance with UK Generally Accepted Accounting Practice (UK GAAP)
and the Statement of Recommended Practice (SORP)
"Financial Statements of Investment Trust Companies" as issued in January 2003
and revised in December 2005.
Valuation of Investments
Purchases and sales of investments are recognised in the financial statements at
the date of the transaction (trade date).
These investments will be managed and their performance evaluated on a fair
value basis in accordance with a documented investment strategy and information
about them has to be provided internally on that basis to the Board. Accordingly
as permitted by FRS 26, the investments will be designated as fair value through
profit and loss ("FVTPL") on the basis that they qualify as a group of assets
managed, and whose performance is evaluated, on a fair value basis in accordance
with a documented investment strategy.The Company's investments are measured at
subsequent reporting dates at fair value.
In the case of unquoted investments, fair value is established in accordance
with industry guidelines by using measurements of value such as price of recent
transaction, earnings multiple and net assets. In the case of investments quoted
on a recognised stock exchange, fair value is established by reference to the
closing bid price on the relevant date or the last traded price, depending upon
convention of the exchange on which the investment is quoted.
Gains and losses arising from changes in fair value of investments are
recognised as part of the capital return within the income statement and
allocated to the realised or unrealised capital reserve as appropriate.
Current Asset Investments
Current asset investments comprise money market funds and are designated as
FVTPL. Gains and losses arising from changes in fair value of investments are
recognised as part of the capital return within the income statement and
allocated to the realised or unrealised capital reserve as appropriate.
The current asset investments are held for trading, are actively managed and the
performance is evaluated on a fair value basis in accordance with a documented
investment strategy. Information about them has to be provided internally on
that basis to the Board.
Income
Investment income includes interest earned on bank balances and money market
securities and includes income tax withheld at source. Dividend income is shown
net of any related tax credit.
Dividends receivable are brought into account when the Company's right to
receive payment is established and there is no reasonable doubt that payment
will be received. Fixed returns on debt and money market securities are
recognised on a time apportionment basis so as to reflect the effective yield,
provided there is no reasonable doubt that payment will be received in due
course.
Expenses
All expenses are accounted for on the accruals basis. Expenses are charged to
revenue with the exception of the investment management fee, which has been
charged 25% to the revenue account and 75% to the capital account.
Revenue and capital
The revenue column of the income statement includes all income and revenue
expenses of the Company. The capital column includes realised and unrealised
gains and losses on investments. Gains and losses arising from changes in fair
value are considered to be realised only to the extent that they are readily
convertible to cash in full at the balance sheet date.
Taxation
Corporation tax payable is applied to profits chargeable to corporation tax, if
any, at the current rate. The tax effect of different items of income/gain and
expenditure/loss is allocated between capital and revenue return on the
"marginal" basis as recommended in the SORP.
Deferred tax is recognised on an undiscounted basis in respect of all timing
differences that have originated but not reversed at the balance sheet date
where transactions or events have occurred at that date that will result in an
obligation to pay more, or a right to pay less tax, with the exception that
deferred tax assets are recognised only to the extent that the directors
consider that it is more likely than not that there will be suitable taxable
profits from which the future reversal of the underlying timing can be
deducted.
Cash and liquid resources
Cash, for the purposes of the cash flow statement, comprises cash in hand and
money market funds repayable on demand. Liquid resources are current asset
investments which are disposable without curtailing or disrupting the business
and are either readily convertible into known amounts of cash at or close to
their carrying values or traded in an active market. Liquid resources comprise
term deposits of less than one year (other than cash), government securities and
investments in money market funds.
Dividends payable
Dividends payable are recognised as distributions in the financial statements
when the Company's liability to make payment has been established.
Financial instruments
The Company's principal financial assets are its investments and the policies in
relation to those assets are set out above. Financial liabilities and equity
instruments are classified according to the substance of the contractual
arrangements entered into. An equity instrument is any contract that evidences a
residual interest in the assets of the entity after deducting all of its
financial liabilities. Where the contractual terms of share capital do not have
any terms meeting the definition of a financial liability then this is classed
as an equity instrument. Dividends and distributions relating to equity
instruments are debited direct to equity.
2Loss per share
The loss per share of 3.71p (2008: return 2.18p) is based on a loss from
ordinary activities after tax of GBP1,115,000 (2008: return GBP697,000) and on
the weighted average number of shares in issue during the period of 30,021,184
(2008: 31,990,482).
There are no potentially dilutive capital instruments in issue and, therefore,
no diluted return per share figures are included in these financial statements.
3 Net asset value per share
The calculation of net asset value per share is based on Net Assets of
GBP25,255,000 (2008: GBP30,534,000) divided by the 28,599,945 (2008: 31,990,482)
Ordinary Shares in issue.
4Financial instruments and management of risk
The Company's financial instruments comprise equity and fixed-interest
investments, cash balances and liquid resources including debtors and creditors.
The Company holds financial assets in accordance with its investment policy of
investing in a portfolio of unquoted companies whilst holding a proportion of
its assets in cash or near-cash investments in order to provide a reserve of
liquidity.
Unquoted investments were carried at fair value in accordance with current
venture capital industry guidelines. The fair value of all other financial
assets and liabilities is represented by their carrying value in the balance
sheet.
In carrying on its investment activities, the Company is exposed to various
types of risk associated in the financial instruments and markets in which it
invests. The most significant types of financial risk facing the Company are
market risk, interest rate risk, credit risk and liquidity risk. The Company's
approach to managing these risks is set out below together with a description of
the nature and amount of the financial instruments held at the balance sheet
date.
Market risk
The Company's strategy for managing investment risk is determined with regard to
the Company's investment objectives. The management of market risk is part of
the investment management process and is a central feature of venture capital
investment. The Company's portfolio is managed in accordance with the policies
and procedures described in the corporate governance statement, having regard to
the possible effects of adverse price movements, with the objective of
maximising overall returns to shareholders. Investments in unquoted companies,
by their nature, usually involve a higher degree of risk than investments in
companies quoted on a recognised stock exchange, though the risk can be
mitigated to a certain extent by diversifying the portfolio across business
sectors and asset classes. The overall disposition of the Company's assets is
monitored by the Board on a quarterly basis.
Details of the Company's investment portfolio at the balance sheet date,
including an analysis of investments between debt and equity instruments, is
given on pages 7-10 of the financial statements.
49.2% (31 March 2008: 76.1%) by value of the Company's securities and uninvested
funds comprise investments in unquoted companies which were held at fair value
in accordance with venture capital industry guidelines. A 5% overall increase in
the valuation of the unquoted investments at 31 March 2009 would have increased
net assets and the total return for the period by GBP625,000 (31 March 2008:
GBP1,162,000); an equivalent change in the opposite direction would have reduced
net assets and the total return for the period by the same amount.
Interest rate risk
Some of the Company's financial assets are interest-bearing, of which some are
at fixed rates and some variable. As a result, the Company is exposed to fair
value interest rate risk due to fluctuations in the prevailing levels of market
interest rates.
a) Fixed rate investments
The table below summarises weighted average effective interest rates for the
Company's fixed rate interest-bearing financial instruments:
+----------------+-----------+----------+----------+----+-----------+----------+----------+
| | 2009 | | 2008 |
+----------------+---------------------------------+----+---------------------------------+
| | | | Weighted | | | | Weighted |
+----------------+-----------+----------+----------+----+-----------+----------+----------+
| | | Weighted | average | | | Weighted | average |
+----------------+-----------+----------+----------+----+-----------+----------+----------+
| | Total | average | period | | Total | average | period |
| | | | for | | | | for |
+----------------+-----------+----------+----------+----+-----------+----------+----------+
| | fixed | interest | which | | fixed | interest | which |
| | rate | | rate | | rate | | rate |
+----------------+-----------+----------+----------+----+-----------+----------+----------+
| | portfolio | rate | is fixed | | portfolio | rate | is fixed |
+----------------+-----------+----------+----------+----+-----------+----------+----------+
| | GBP'000s | % | Years | | GBP'000s | % | Years |
+----------------+-----------+----------+----------+----+-----------+----------+----------+
| Fixed rate | 8,512 | 10.65% | 3.16 | | 15,135 | 8.26% | 4.20 |
| investments in | | | | | | | |
| unquoted | | | | | | | |
| companies | | | | | | | |
+----------------+-----------+----------+----------+----+-----------+----------+----------+
Due to the relatively short period to maturity of the fixed rate investments
held within the portfolio, it is considered that an increase or decrease of 25
basis points in interest rates as at the reporting date would not have had a
significant effect on the Company's net assets or total return for the period.
b) Floating rate investments
The Company's floating rate investments comprise investments in money market
funds and cash held in interest-bearing deposit accounts. The benchmark rate
which determines the rate of interest receivable on such investments is the UK
bank base rate, which was 5.25% at 31 March 2009 (31 March 2007: 5.25%). The
amounts held in floating rate investments at the balance sheet date were as
follows:
+----------------+---------+---------+---------+----+---------+---------+---------+
| | | | 2009 | | | | 2008 |
+----------------+---------+---------+---------+----+---------+---------+---------+
| | | | GBP'000 | | | | GBP'000 |
+----------------+---------+---------+---------+----+---------+---------+---------+
| Investments in money market funds | - | | | | 2,972 |
+------------------------------------+---------+----+---------+---------+---------+
| Interest | | | 11,752 | | | | 2,966 |
| bearing | | | | | | | |
| deposit | | | | | | | |
| accounts | | | | | | | |
+----------------+---------+---------+---------+----+---------+---------+---------+
| | | | 11,752 | | | | 5,938 |
+----------------+---------+---------+---------+----+---------+---------+---------+
Credit risk
Credit risk is the risk that a counterparty to a financial instrument will fail
to discharge an obligation or commitment that it has entered into with the
Company. The Investment Manager and the Board carry out a regular review of
counterparty risk. The carrying values in financial assets represent the maximum
credit risk exposure at the balance sheet date.
At 31 March 2009 the Company's financial assets exposed to credit risk comprised
the following:
+----------------+---------+---------+---------+----+---------+---------+---------+
| | | | 2009 | | | | 2008 |
+----------------+---------+---------+---------+----+---------+---------+---------+
| | | | GBP'000 | | | | GBP'000 |
+----------------+---------+---------+---------+----+---------+---------+---------+
| Fixed rate investments in unquoted | 8,512 | | | | 15,135 |
| companies | | | | | |
+------------------------------------+---------+----+---------+---------+---------+
| Interest bearing deposit accounts | 11,752 | | | | 2,966 |
+------------------------------------+---------+----+---------+---------+---------+
| Accrued dividends and interest | - | | | | 1,003 |
| receivable | | | | | |
+------------------------------------+---------+----+---------+---------+---------+
| | | | 20,264 | | | | 19,104 |
+----------------+---------+---------+---------+----+---------+---------+---------+
Credit risk relating to loans to unquoted companies is considered to be part of
market risk.
The Company's interest-bearing deposit accounts are maintained with major UK
clearing banks.
There were no significant concentrations of credit risks to counterparties at 31
March 2009 or 31 March 2008. No individual investment exceeded 7.6% of the
Company's net assets at 31 March 2009 (31 March 2008: 6.6%).
Liquidity risk
The Company's financial assets include investments in unquoted equity securities
which are not traded on a recognised stock exchange and which generally may be
illiquid. As a result, the Company may not be able to realise some of its
investments in these instruments quickly at an amount close to their fair value
in order to meet its liquidity requirements, or to respond to specific events
such as a deterioration in the creditworthiness of any particular issuer.
The Company's liquidity risk is managed on a continuing basis by the investment
Manager in accordance with policies and procedures laid down by the Board. The
Company's overall liquidity risks are monitored on a quarterly basis by the
Board.
The Company maintains sufficient in cash and readily realisable securities to
pay accounts payable and accrued expenses. At 31 March 2009 cash and readily
realisable securities were GBP11,752,000 (31 March 2008: GBP5,938,000).
6 Related party transactions
Mr Michael Sherry, Chairman of the Company, is an equity Member of Triple Point
LLP ("TPLLP"). TPLLP in turn holds an interest in TPIM LLP. During the year,
TPIM LLP provided investment management and administrative services to the
Company amounting to GBP639,000 (2007: GBP712,000).
Notice of Annual General Meeting
TRIPLE POINT VCT PLC
(Registered in England and Wales No. 5304481)
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of Triple Point VCT plc
will be held on 15 September 2009 at 4-5 Grosvenor Place, London SW1X 7HJ,
commencing at 10 am for the transaction of the following business:
ORDINARY BUSINESS
As ordinary business to consider and, if thought fit, to pass the following
resolutions, each of which will be proposed as ordinary resolutions:
1That, the Company's audited financial statements for the year ended 31 March
2009, together with the report of the auditors and the directors, be received
and adopted.
2 That, the Directors' remuneration report for the year ended 31 March 2009
be approved.
3 That, Robin Morrison, who retires in accordance with the Company's articles
of association, be re-elected as a director.
4 That, subject to resolutions 5-8 not being passed at the AGM, Grant
Thornton UK LLP be re-appointed as auditors to the Company until the conclusion
of the next Annual General Meeting at which financial statements of the Company
are presented and the directors be authorised to fix their remuneration.
SPECIAL BUSINESS
As special business to consider and, if thought fit, to pass the following
resolutions, of which resolutions 5, 6, 7, 9, 11 and 12 will be proposed as
special resolutions and resolutions 8 and 10 as ordinary resolutions:
5That, subject to resolutions 6-8 being passed at the AGM, the Company be
wound-up voluntarily and Alan John Roberts and Adrian John Denis Rabet of
Begbies Traynor Charles House, Charles Street, St Helier, Jersey JE2 4SF be and
are hereby appointed Joint Liquidators for the purposes of such winding-up, and
are to act jointly and severally.
6 That, upon their appointment, the Liquidators be and are hereby authorised
to make a final distribution in cash to the shareholders in accordance with the
Company's articles of association and that the amount to be received by each
shareholder will be weighted proportionately to the number of shares held.
7 That, upon their appointment, the Liquidators be authorised under the
provisions of Section 165(2) of the Insolvency Act 1986 to exercise the powers
laid down in Schedule 4, Part I, of the Insolvency Act 1986.
8That, upon their appointment, the Liquidators be entitled to receive
remuneration for their services by reference to the time properly given by them
and their staff in attending to matters arising on the winding- up.
9 That, subject to resolution 5 being passed at the AGM, the articles of
association of the Company be amended by the deletion of article 175 and by the
renumbering of article 176 as article 175.
10.That, subject to resolution 5 not being passed at the AGM, the directors be
and they are generally and unconditionally authorised for the purposes of
section 80 of the Companies Act 1985 (the "Act") to exercise all the powers of
the Company to allot relevant securities (within the meaning of that section) up
to 10% of the issued capital during the period commencing on the passing of this
resolution and expiring on the date of the next annual general meeting of the
Company (unless previously revoked, varied or extended by the Company in general
meeting), but so that the Company may before such expiry make an offer or
agreement which would or might require relevant securities to be allotted after
such expiry and the directors may allot relevant securities in pursuance of such
offer or agreement notwithstanding that the authority conferred by this
resolution has expired. This authority is in substitution for all subsisting
authorities, to the extent unused.
11 That, subject to resolution 5 not being passed at the AGM, the directors
be and they are empowered to allot during the period commencing on the passing
of this resolution and expiring on the date of the next annual general meeting
of the Company (unless previously revoked, varied or extended by the Company in
general meeting) pursuant to section 95 of the Act equity securities (within the
meaning of section 94(2) of the Act) wholly for cash pursuant to the authority
conferred by resolution 11 above as if section 89(1) of the Act did not apply to
any such allotment, provided that this power shall be limited to:
11.1 the allotment of equity securities for cash up to an aggregate nominal
amount of 10 per cent of the issued share capital of the Company as at the date
of the passing of this resolution;
11.2the allotment of equity securities in connection with an offer of such
securities by way of rights to holders of ordinary shares in proportion (as
nearly as may be practicable) to their respective holdings of such shares, but
subject to such exclusions or other arrangements as the directors may deem
necessary or expedient in relation to fractional entitlements or any legal or
practical problems under the laws of any territory, or the requirements of any
regulatory body or stock exchange,
but so that this authority shall allow the Company to make offers or agreements
before the expiry and the directors may allot equity securities in pursuance of
such offers or agreements as if the powers conferred hereby had not so expired.
12 That, subject to resolution 5 not being passed at the AGM. the Company be
generally and unconditionally authorised, pursuant to section 166 of the Act, to
make market purchases (as defined in section 163 of the Act) of up to 10% of the
Company's issued ordinary shares on such terms and in such manner as the
Directors of the Company may from time to time determine, provided that the
amount paid for each shares (exclusive of expenses) shall not be more than 5%
above the average of the middle market quotation for the Company's ordinary
shares as derived from the Daily Official List of London Stock Exchange Plc for
the 5 business days before the purchase is made and in any event not less than 1
penny per ordinary share; and the authority herein contained shall expire at the
conclusion of the next Annual General Meeting of the Company or 15 months
following the date of the passing of this Resolution, whichever is the first to
occur, provided that the Company may, before such expiry, make a contract to
purchase its own shares which would or might be executed wholly or partly after
such expiry, and the Company may make a purchase of its own shares in pursuant
of such contract as if the authority hereby conferred had not expired.
Dated:24 July 2009
+----------------------------------------------------+--------------------------+
| By order of the Board | Registered Office: |
| Peter Hargreaves | 4-5 Grosvenor Place, |
| Company Secretary | London SW1X 7HJ |
+----------------------------------------------------+--------------------------+
Notes:
i) Your attention is drawn to pages 3 to 8 of this Circular which contain the
explanation for proposing the Resolutions. Resolutions 5-7, 9 and 11-12 are
special resolutions which to be accepted must be passed by a majority of not
less than 75% of Shareholders or their proxies present at the Annual General
Meeting. An ordinary resolution must be passed by simple majority of
Shareholders or their proxies at the Annual General Meeting.
ii) A member entitled to attend and vote at the meeting convened by this notice
is entitled to appoint one or more proxies to attend, speak and, on a poll, to
vote in his or her stead. A proxy need not be a member of the Company. The
appointment of a proxy will not preclude a member from being present at the
meeting and voting in person if he or she should subsequently decide to do so.
Completion of a Form of Proxy will not prevent you form attending and voting at
the meeting in person.
iii) A Form of Proxy is enclosed with this notice and instructions for use are
shown on the form. To be valid, Forms of Proxy must be received by the Companys
registrars at:
Neville Registrars Limited,
Neville House,
18 Laurel Lane,
Halesowen,
West Midland B63 3DA
not later than 5 pm on 11 September 2009.
iv) Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001,
the Company has specified that only those holders of the Companys shares
registered on the register of members of the Company as at close of business on
11 September 2009, or, in the event that the meeting is adjourned, on the
register of members 48 hours before the time of any adjourned meeting shall be
entitled to attend and vote at the aforesaid general meeting in respect of the
number of such shares registered in their name at the relevant time. Changes to
entries on the register of members after close of business on 11 September 2009
or, in the event that the meeting is adjourned, on the register of members less
than 48 hours before the time of any adjourned meeting, shall be disregarded in
determining the right of any person to attend and vote at the meeting.
v) Alan John Roberts and Adrian John Denis Rabetare licensed to act as
insolvency practitioners by the Institute of Chartered Accountants in England
and Wales.
TRIPLE POINT VCT PLC
Proxy Form
ANNUAL GENERAL MEETING 15 SEPTEMBER 2009
Please print clearly in BLACK INK and in BLOCK CAPITALS. Please read the NOTES
below before completing this Proxy Form.
+----------------+--------------------------------------------------------------+
| Name (full) | |
+----------------+--------------------------------------------------------------+
| Address (full) | |
+----------------+--------------------------------------------------------------+
| Post code | |
+----------------+--------------------------------------------------------------+
| I/we the abovementioned shareholder(s) of Triple Point VCT plc, hereby |
| appoint the Chairman of the Annual General Meeting |
| If you wish to appoint someone other than the Chairman of the Annual General |
| Meeting as your proxy, then please cross out the words the Chairman of the |
| Annual General Meeting and insert the full name(s) of the person(s) you wish |
| to appoint as your proxy below (note that a proxy need not be a member of the |
| Company, but must attend the meeting in person |
+-------------------------------------------------------------------------------+
| Name (full) | 1 |
+----------------+--------------------------------------------------------------+
| Address (full) | |
+----------------+--------------------------------------------------------------+
| Post code | |
+----------------+--------------------------------------------------------------+
| As my/our proxy to vote in my/our name(s) and on my/our behalf at the Annual |
| General Meeting of Triple Point VCT plc to be held at 10 am on 15 September |
| 2009 at 4-5 Grosvenor Place, London SW1X 7HJ and at any adjournment thereof. |
+----------------+--------------------------------------------------------------+
+----+----------------------------------------------+--+--------+---------+----------+
| | | | For | Against | Withheld |
| | | | | | 2 |
+----+----------------------------------------------+--+--------+---------+----------+
| 1. | To receive, consider and adopt the financial | | | | |
| | statements for the year ended 31 March 2009 | | | | |
+----+----------------------------------------------+--+--------+---------+----------+
| 2. | To approve the Directors' remuneration | | | | |
| | report | | | | |
+----+----------------------------------------------+--+--------+---------+----------+
| 3. | To re-elect Robin Morrison as a director | | | | |
+----+----------------------------------------------+--+--------+---------+----------+
| 4. | To re-appoint Grant Thornton UK LLP as | | | | |
| | auditor and authorise the directors to agree | | | | |
| | their remuneration | | | | |
+----+----------------------------------------------+--+--------+---------+----------+
| 5. | THAT the Company be wound up voluntarily and | | | | |
| | Alan John Roberts and Adrian John Denis | | | | |
| | Rabet of Begbies Traynor Charles House, | | | | |
| | Charles Street St Helier Jersey JE 2 4SF be | | | | |
| | and are hereby appointed Joint Liquidators | | | | |
| | for the purposes of such winding up, and are | | | | |
| | to act jointly and severally. (special | | | | |
| | resolution) | | | | |
+----+----------------------------------------------+--+--------+---------+----------+
| 6. | THAT the Liquidators be and are hereby | | | | |
| | authorised to make a final distribution in | | | | |
| | cash to the shareholders in accordance with | | | | |
| | the Company's articles of association and | | | | |
| | that the amount to be received by each | | | | |
| | shareholder will be weighted proportionately | | | | |
| | to the number of shares held (special | | | | |
| | resolution) | | | | |
+----+----------------------------------------------+--+--------+---------+----------+
| 7. | THAT the Liquidators be authorised under the | | | | |
| | provisions of Section 165(2) of the | | | | |
| | Insolvency Act 1986 to exercise the powers | | | | |
| | laid down in Schedule 4, Part 1 of the | | | | |
| | Insolvency Act (special resolution) | | | | |
+----+----------------------------------------------+--+--------+---------+----------+
| 8. | THAT the Liquidators be entitled to receive | | | | |
| | remuneration for their services by reference | | | | |
| | to the time properly given by them and their | | | | |
| | staff in attending to matters arising on the | | | | |
| | winding up (ordinary resolution) | | | | |
+----+----------------------------------------------+--+--------+---------+----------+
| 9 | THAT article 175 of the Company's articles | | | | |
| | of association be deleted (special | | | | |
| | resolution) | | | | |
+----+----------------------------------------------+--+--------+---------+----------+
| 10 | THAT the Directors be authorised to allot | | | | |
| | shares under section 80 of the Companies Act | | | | |
| | 1985 (ordinary resolution) | | | | |
+----+----------------------------------------------+--+--------+---------+----------+
| 11 | To disapply section 89(1) of the Companies | | | | |
| | Act 1985 and to allot shares on a non-rights | | | | |
| | basis (special resolution) | | | | |
+----+----------------------------------------------+--+--------+---------+----------+
| 12 | THAT the Company be authorised to make | | | | |
| | market purchases of its own shares (special | | | | |
| | resolution) | | | | |
+----+----------------------------------------------+--+--------+---------+----------+
+--------------------+--------------------------+
| Shareholders | |
| signature | |
| | |
+--------------------+--------------------------+
| | |
+--------------------+--------------------------+
| Date: | |
| | |
+--------------------+--------------------------+
NOTES:
1. You may appoint more than one proxy provided each proxy is appointed to
exercise rights attached to different shares. You may not appoint more than one
proxy to exercise rights attached to any one share. To appoint more than one
proxy, (an) additional form(s) may be obtained by photocopying this form or
contacting the Company Secretary on 0207 201 8989.
2. Please indicate next to the proxy holder's name the number of securities in
relation to which they are authorised to act as your proxy. All multiple forms
must be signed and returned in the same envelope. Please indicate above how you
wish your votes to be cast in respect of each resolution placing an "X" (or
entering the number of Shares which you are entitled to vote) in the appropriate
box. If you sign this Form of Proxy and return it without an indication of as to
how your proxy will vote on any particular matter, your proxy will exercise his
or her discretion as to whether, and if so how, he/she votes and he/she may also
vote on any other business (including any amendments to the resolutions) which
may be properly conducted at the Annual General Meeting. A vote withheld is not
a vote in law and will not be counted in the calculation of the proportion of
votes for and against each resolution.
This Proxy Form will only be used in the event of a poll being directed or
demanded.
3. In the case of joint holders, the signature of one holder will be accepted
but the names of all joint holders should be given. In the case of a
corporation, this proxy should be either given under the corporation's common
seal or signed for and on its behalf by a duly authorised officer or attorney of
the corporation.
Upon completing this Proxy Form, please sign and return it to the Company's
registrars, Neville Registrars Limited, Neville House, 18 Laurel Lane,
Halesowen, West Midlands B63 3DA using the reply paid envelope. This Proxy Form
must be received by the Registrars by 5 pm on 11 September 2009 together with
the power of attorney or other authority (if any) under which it is signed or a
notarially certified or office copy of such power or authority. The completion
and return of this Proxy Form will not, however, preclude (a) holder(s) of
Shares from attending and voting at the meeting if he/she (they) so wish/wishes
and is (are) so entitled.
Financial Statements
The financial information set out in this announcement does not constitute
statutory accounts as defined in section 240 of the Companies Act 1985 ("the
Act"). The balance sheet as at 31 March 2009, income statement and cash flow
statement for the period then ended have been extracted from the Company's 2009
statutory financial statements upon which the auditor's opinion is unqualified.
The annual report & financial statements for the year ended 31 March 2009 will
be filed with the Registrar of Companies and has been posted to shareholders
today.
Copies of the documents listed below have been submitted to the UK Listing
Authority and will be available for inspection in the UK Listing Authority's
Document Viewing Facility which is situated at:
The Financial Services Authority
25 The North Colonnade,
Canary Wharf
London E14 5HS
Documents:
· Report and Financial Statements for the year ended 31 March 2009
· Notice of Annual General Meeting
· Annual General Meeting Proxy Card
Enquiries :Triple Point Investment Management LLP on 020 7201 8989
This information is provided by RNS
The company news service from the London Stock Exchange
END
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