TIDMIEVG
The issuer advises that the following replaces the INGENIOUS
ENTERTAINMENT VCT 2 PLC Half-yearly Report announcement released at
07:00 BST on 29th August, 2012.
In the third table in the section titled 'NON-STATUTORY ANALYSIS
(UNAUDITED) BETWEEN THE ORDINARY, C, D, E, F AND G SHARE FUNDS,
CONDENSED BALANCE SHEET (UNAUDITED)', the reference to "audited"
has now been changed to "unaudited".
All other details remain unchanged.
The full corrected version is shown below.
INGENIOUS ENTERTAINMENT VCT 2 PLC
31 August 2012
Replacement: Half-yearly results for the six months to 30 June
2012
INTERIM MANAGEMENT REPORT
We are delighted to present the half-yearly financial report of
Ingenious Entertainment VCT 2 plc (the Company) covering the six
months ended 30 June 2012 (the Reporting Period).
Overview of Activities
The Company has now completed the investment strategy for both
its Ordinary and C Share classes and is fully invested under VCT
regulations in respect of these Share classes. The management team
will now focus upon maximising the returns from the investments
made.
The Company continues to actively source and review investment
opportunities for its remaining Share classes. One investment was
made during the reporting period into the D Share class. This was
an investment into Liverpool Sound City Limited, an established and
profitable live music festival and digital business conference
which is looking to grow and expand internationally.
Fund Raising
In November 2011, Ingenious Entertainment VCT 2 plc and
Ingenious Entertainment VCT 1 plc (the Ingenious Entertainment
VCTs) launched the G Share offer for subscription. At 30 June 2012,
a combined total of GBP5.5m across the Ingenious Entertainment VCTs
had been raised. The Ingenious Entertainment VCTs have now raised
in excess of GBP53 million through all Share classes.
Results
The Ordinary Shares, C Shares, D Shares, E Shares, F Shares and
G Shares are accounted for as separate pools of funds necessitating
separate reporting.
Each of the Share classes reported a loss, as expected. This is
a reflection of the running costs as well as the fact that there
were no significant realisations in the Reporting Period.
The Ordinary Shares made a loss on ordinary activities of
GBP82,000 (31 December 2011: loss of GBP144,000, 30 June 2011: loss
of GBP106,000). The C Shares made a loss of GBP41,000 (31 December
2011: loss of GBP84,000, 30 June 2011: loss of GBP34,000). The D
Shares made a loss of GBP102,000 (31 December 2011: loss of
GBP128,000, 30 June 2011: loss of GBP64,000). The E Shares made a
loss of GBP27,000 (31 December 2011: loss of GBP72,000, 30 June
2011: loss of GBP44,000). The F Shares made a loss of GBP12,000 (31
December 2011: loss of GBP37,000, 30 June 2011: loss of GBP22,000).
The G shares made a loss of GBP49,000 (31 December 2011: N/A, 30
June 2011: N/A)
The net asset value per Ordinary Share is 75.4 pence (31
December 2011: 81.2 pence; 30 June 2011: 81.6 pence) although this
is after the deduction of the interim dividend of 5.0 pence per
share in the Reporting Period, an interim dividend of 5.0 pence per
share for the year ended 31 December 2011 and an interim dividend
of 5.0 pence per share in the six months to 30 June 2010. The net
asset value including distributions to date is therefore 90.4 pence
per share.
The net asset value per C Share is 70.0 pence (31 December 2011:
76.4 pence; 30 June 2011: 78.2 pence) although this is after the
deduction of the interim dividend of 5.0 pence per share in the
Reporting Period, an interim dividend of 5.0 pence per share for
the year ended 31 December 2011 and an interim dividend of 5.0
pence per share in the six months to 30 June 2010. The net asset
value including distributions to date is therefore 85.0 pence per
share.
The net asset value per D Share is 79.5 pence (31 December 2011:
86.0 pence; 30 June 2011: 91.9 pence) although this is after the
deduction of the interim dividend of 5.0 pence per share in the
Reporting Period and an interim dividend of 5.0 pence per share for
the year ended 31 December 2011. The net asset value including
distributions to date is therefore 89.5 pence per share.
The net asset value per E Share is 87.1 pence (31 December 2011:
93.1 pence; 30 June 2011: 94.0 pence) although this is after the
deduction of the interim dividend of 5.0 pence per share in the
Reporting Period. The net asset value including distributions to
date is therefore 92.1 pence per share.
The net asset value per F Share is 87.5 pence (31 December 2011:
93.3 pence; 30 June 2011: 94.1 pence) although this is after the
deduction of the interim dividend of 5.0 pence per share in the
Reporting Period. The net asset value including distributions to
date is therefore 92.5 pence per share.
The net asset value per G Share is 93.8 pence (31 December 2011:
N/A; 30 June 2011: N/A). No dividends have been declared or paid to
date.
Investment Objective
The Company's main objective is to invest in companies
established to create and bring to market live events and premium
entertainment content which will provide shareholders with an
attractive return. This strategy will aim to maximise the
opportunities for paying tax-free dividends to shareholders from
both the actual income received and capital profits on the sale of
the Investee Companies.
Festivals
Rewind Festival & Rewind North (rebranded from 80s Rewind
Festival & 80s Rewind North)
Ingenious Entertainment VCT 2 Investment amount (Rewind
Festival): GBP272,598
(GBP545,196 across the Ingenious Entertainment VCTs)
(GBP693,196 across the Ingenious Live VCTs)
Ingenious Entertainment VCT 2 Investment amount (Rewind North):
GBP500,000
(GBP1,000,000 across the Ingenious Entertainment VCTs)
In December 2008, the Company invested in Into the Groove
Limited alongside The Rival Organisation to co-promote Rewind
Festival, a two-day music festival in Henley-on-Thames. The 2011
event sold out with 40,000 people attending over the two days.
Highlights included performances from Holly Johnson and The Human
League.
This year's event was held between 17 and 19 August and was also
sold out (20,000 per day capacity). Highlights this year included
performances from OMD and Kool and the Gang. This continued success
once again demonstrates that Rewind is the country's leading
celebration of 80s music.
The success of Rewind in the South of England gave rise to the
opportunity to create a second festival and in October 2010, the
Ingenious Entertainment VCTs made a fresh investment in another
company to co-promote Rewind North which took place for the first
time in July 2011 at Scone Palace in Perthshire, Scotland. The
festival had a star studded line up including Billy Ocean and Tony
Hadley among the twenty plus acts appearing across the weekend.
The 2012 event, which was held between 20 and 22 July, saw
ticket sales increase by 45% on 2011 levels and the festival
delivered a profit in excess of GBP150,000. This year the event
included performances from other popular artists such as The
Village People, ABC, Big Country, Chesney Hawkes and Right Said
Fred.
The brand creation strategy that the Manager focuses upon is
further underlined by the fact that in February 2012 the first
licensed international Rewind event was held in South Africa.
Discussions are currently underway to return to South Africa and to
license the Rewind event to a number of other territories.
Shakedown & We, The People Festivals
Ingenious Entertainment VCT 2 Investment amount: GBP750,000
(GBP1,500,000 across the Ingenious Entertainment VCTs)
In February 2011 the Ingenious Entertainment VCTs invested
GBP1,500,000 in Venn Music Limited to stage and promote two new
music festivals, Shakedown & We, The People.
The first Shakedown festival was held in Brighton on 17
September 2011 and hosted performances by Razorlight and Example as
well as many other popular acts. Over 9,000 tickets were sold and
the event was critically acclaimed. The capacity of the event has
been increased to 20,000 for 2012 and the promoters believe that
there is enormous potential for this event to become 'Brighton's
own festival'.
The first We, The People festival, took place in the centre of
Bristol on 4 and 5 June 2011 and attracted nearly 15,000 attendees
over the two days. The headliners included popular dance act Chase
and Status and a final farewell performance from The Streets as
well as many other leading artists and local favourites. The event
was not commercially successful and the promoters have decided to
instead focus their energies fully upon the more commercially
viable Shakedown festival.
Love Supreme Jazz Festival
Ingenious Entertainment VCT 2 Investment amount:
GBP1,000,000
(GBP2,000,000 across the Ingenious Entertainment VCTs)
In December 2011, the Ingenious Entertainment VCTs invested
GBP2,000,000 in Love Supreme Festival Limited to promote the Love
Supreme Jazz Festival which will first be staged in July 2013.
The Manager is confident that the partnership between the
Ingenious Entertainment VCTs, Jazz FM and Neapolitan Music will
create a unique event in this popular genre, which is currently
underserved in the UK festival marketplace. This three day open-air
camping festival will play host to some of the world's finest jazz
musicians and plans for the event are progressing well.
Liverpool Sound City Limited
Ingenious Entertainment VCT 2 Investment amount: GBP600,000
(GBP1,200,000 across the Ingenious Entertainment VCTs)
In April 2012, the Ingenious Entertainment VCTs invested
GBP1,200,000 in Liverpool Sound City Limited to further expand the
Sound City brand both nationally and internationally.
Sound City currently runs a profitable three day international
music, media and technology conference and live arts and music
festival in Liverpool which is held in May each year. The company
has also organised international events in both New York and Abu
Dhabi and plans to further expand the brand worldwide.
London Electronic Dance (LED) Festival
Ingenious Entertainment VCT 2 Investment amount: GBP500,000
(GBP1,000,000 across the Ingenious Entertainment VCTs)
In August 2010 the Ingenious Entertainment VCTs invested in CLS
Concerts Limited to co-promote the LED Festival in partnership with
AEG Live, Cream and Loudsound.
In 2011 the event hosted performances by some of the world's
leading dance acts including Deadmau5, Calvin Harris, Zane Lowe and
many more. The show attracted over 23,000 people and generated a
profit in excess of GBP200,000. The promoters feel that the LED
brand is now very well positioned and has quickly established
itself as London's leading electronic music festival.
The event will not be held in 2012 due to the uncertainty
created in the London market by the staging of the Olympic Games
and the subsequent creation of a number of 'free' events, but the
promoters are currently considering their options for 2013.
The capital originally invested has been fully recouped from the
LED events staged to date.
Exhibitions
Golf Live
Ingenious Entertainment VCT 2 Investment amount: GBP275,000
(GBP550,000 across the Ingenious Entertainment VCTs)
(GBP550,000 across the Ingenious Live VCTs)
Golf Live is a three day interactive golf event which was staged
at The London Golf Club between 18 and 20 May 2012. IMG, manager to
a large number of leading golfers, also invested into the event.
The long term aim was always to roll the event out to further
prestigious golf courses around the world and it has already
attracted sponsorship partners of the quality of Virgin Atlantic,
Tommy Hilfiger, Golf Breaks, Celtic Manor and Bushnell. The event
represents a highly creative way of bringing the sports and
exhibition markets closely together.
In 2012 Golf Live was hosted by Colin Montgomerie, alongside
many other stars from within the world of golf, including Gary
Player, Paul Casey, Holly Fisher, Carly Booth and Thomas Levet. The
event was extremely well received by both the corporate partners as
well as the paying public.
The event has, however, struggled to become profitable and the
promoters are currently undertaking an in depth evaluation to
determine how best to move forward with the Golf Live brand.
Titans of Cricket
Ingenious Entertainment VCT 2 Investment amount:
GBP1,000,000
(GBP2,000,000 across the Ingenious Entertainment VCTs)
In June 2011 an investment of GBP2,000,000 was made by the
Ingenious Entertainment VCTs into This Is Cricket Limited to
promote a new sports event, Titans of Cricket.
Titans of Cricket was staged in October 2011 and mixed the best
of Twenty20, the Indian Premier League and World Cup Cricket,
combining them in a new show that demonstrates the skills of some
of the world's top cricketing stars both past and present including
Freddie Flintoff and Sanath Jayasuriya. The first event took place
at the O2 in London and attracted positive reviews but did not
perform well financially.
The Titans of Cricket brand is currently under review, but it is
unlikely that an event will be staged in 2012. A provision has been
made in these financial statements in respect of the Company's
share of losses to date.
Live Venues
XOYO
Ingenious Entertainment VCT 2 Investment amount: GBP400,000
(GBP800,000 across the Ingenious Entertainment VCTs)
In March 2010, an investment of GBP800,000 was made with
Assorted Works Limited to open a new live venue in Shoreditch, East
London. XOYO is a 900 capacity live entertainment venue split over
two floors. It programs, books and promotes an exciting range of
live music, club nights, visual art and other creative media
events. XOYO has a prime location in Shoreditch, the hub of
London's music, art and party scene. Recent events included
performances by chart stars such as The Gossip and Michael
Kiwanuka.
The venue quickly carved out its niche in the Shoreditch bar and
music scene, but struggled to deliver the levels of financial
return that we had originally anticipated. We are delighted to
announce, however, that in late July 2012 the venue was sold to a
third party for a sum that delivered a profit to all of the
original investors in the venture. The Ingenious Entertainment VCTs
made a profit of around GBP30,000 on their investment and we feel
that, given the circumstances, this course of action delivered the
best possible solution for the shareholders.
Jetstream Live Events
Ingenious Entertainment VCT 2 Investment amount:
GBP1,000,000
(GBP2,000,000 across the Ingenious Entertainment VCTs)
In December 2010, Ingenious Entertainment VCTs agreed with the
directors of Apollo Resorts and Leisure Limited to invest further
funding into Jetstream Events Limited to co-promote potential new
projects in similar 'seaside' opportunities such as the Ingenious
Live VCTs' co-promotion of the Scarborough Open Air Theatre. There
are a number of potential ventures that are currently under
discussion in venues such as Yarmouth, Blackpool and Brighton.
Jongleurs Comedy Live
Ingenious Entertainment VCT 2 Investment amount:
GBP1,000,000
(GBP2,000,000 across the Ingenious Entertainment VCTs)
In October 2010 an investment of GBP2,000,000 was made into
Jongleurs Comedy Live Limited to promote a variety of comedy
events.
In June 2011 it was decided to withdraw from the Jongleurs
investment. The full amount of the investment has now been recouped
and accordingly, it is considered appropriate to value the
investment at cost at the present time.
Television Format and Distribution
Let's Dance
Ingenious Entertainment VCT 2 Investment amount: GBP500,000
(GBP1,000,000 across the Ingenious Entertainment VCTs)
(GBP1,000,000 across the Ingenious Live VCTs)
In January 2009, GBP2,000,000 was invested across both the
Ingenious Live and Entertainment VCTs to back the television dance
format Let's Dance. This was the second co-investment between the
Ingenious Live and Entertainment VCTs.
For the past four years BBC One has commissioned Whizz Kid
Entertainment to produce this hugely popular celebrity-led series
for both Comic Relief and Sports Relief. In 2012, the programme was
aired to over 28 million viewers across the series and starred
celebrities such as Rowland Rivron, Arabella Weir and Ulrika
Jonsson. Following the ratings success of the UK series, the Let's
Dance format has been sold and aired in a number of different
countries including Germany, the Netherlands, Sweden, Russia,
Slovakia and Indonesia.
As a result of the format's success, the international sales
agents for both the US (William Morris) and the Rest of the World
(Fremantle) are continuing to push forward with the international
sale of the format. The original capital invested has now been
fully recouped.
We are pleased to announce that the BBC has re-commissioned a
fifth UK series to be aired in 2013.
Digital Rights Group
Ingenious Entertainment VCT 2 Investment amount:
GBP1,000,000
(GBP2,000,000 across the Ingenious Entertainment VCTs)
In June 2009, the Ingenious Entertainment VCTs invested in DRG
Media Assets Limited with independent television distributor
Digital Rights Group Limited (DRG or DRG Group) to jointly acquire,
market and distribute a series of television programmes.
DRG is a leading independent distributor of content in the UK
with various brands in the DRG Group supporting all genres
including drama, comedy, reality and other TV formats. DRG has
worked on shows as diverse as The Inbetweeners, Kingdom starring
Stephen Fry, the Martin Clunes drama Doc Martin, Australian series
Sea Patrol, a wide variety of children's programmes and factual
documentaries. The investment has generated a small positive return
for the Company.
SuperVision Media
Ingenious Entertainment VCT 2 Investment amount:
GBP1,000,000
(GBP2,000,000 across the Ingenious Entertainment VCTs)
In August 2010, an investment was made in SuperVision Media to
co-promote and co-distribute alternative content. SuperVision Media
is one of the leading owners and distributors of alternative
content for cinemas around the globe in both the sport and
entertainment fields. Their aim is to provide people with
experiences that are the next best thing to being at the event
whilst screening live, uninterrupted content mainly in 3D format,
accompanied by surround sound.
In July 2010, SuperVision Media distributed the Football World
Cup in 3D. Management continues to deliver sports content both in
the UK and internationally. The company also secured the exclusive
rights to screen Michael Flatley's Lord of The Dance in 3D, which
was screened in major cinema chains across the US, UK, and Europe
in March 2011.
Supervision Media screened the 2011 and 2012 Gentlemen's Singles
Final from Wimbledon across the UK in a number of cinemas as well
as airing the recent boxing match between David Haye and Derek
Chisora.
Supervision Media made a loss in its first period of trading
under this agreement, but the Manager believes that digital content
will begin to firmly establish itself in the theatrical marketplace
over the course of the next three years. Both SuperVision Media and
the Manager continue to actively search for new deals.
Saturn Explosion
Ingenious Entertainment VCT 2 Investment amount:
GBP1,000,000
(GBP2,000,000 across Ingenious Entertainment VCTs)
In December 2010, Ingenious Entertainment VCTs agreed with the
directors of SuperVision Media to form a new company, Saturn
Explosion Limited, to carry on the trade of the production,
promotion and exploitation of alternative digital content
(including but not limited to event based entertainment and sport
content such as music concerts, festivals, theatrical productions
and live sporting events) across a range of media including
television and cinema.
The purpose of this funding was to acquire content that could be
exploited across the various platforms but whereby any investment
would be underpinned by minimum revenues through third party
advances from distributors as well as potential payments by
sponsorship partners wishing to be connected with the content.
Saturn Explosion has considered a number of potential investment
opportunities over the last 12 months, but has yet to agree
appropriate terms on any of these.
Outlook
The economic climate continues to cast a shadow over commercial
investment, but we believe that our strategy of investing in a
sector of the economy that continues to perform robustly has been
fully justified.
The sister funds to the company, Ingenious Live VCT 1 and
Ingenious Live VCT 2, have just reached their fifth anniversaries
and are poised to deliver strong returns to their shareholders (in
excess of 8% per annum tax free, which would now equate to
approximately 16% gross per annum for a 50% taxpayer). The
Manager's aim is to deliver similar returns in relation to the
various Ingenious Entertainment VCT Share classes. It is
interesting to note that these so called 'alternative assets' have
now become extremely popular with advisors as they are completely
uncorrelated to the extremely volatile equity markets that
prevail.
The Manager's focus remains very firmly upon ensuring that each
investment is carefully sourced and structured in order to balance
potential upside against capital risk. We believe that the
investment portfolio already sourced readily supports the fact that
the Company is already well advanced in achieving this requirement.
In addition, we believe that the Company's strategy, which aims to
successfully balance equity risk with a strong level of downside
protection through minimum revenue arrangements of at least 75% in
respect of each investment, is perfectly suited to the current
economic environment whereby shareholders are very much focused
upon capital preservation.
Ingenious Ventures
28 August 2012
CONDENSED INCOME
STATEMENT
(UNAUDITED)
for the six months
ended 30 June 2012
Six months ended30 June 2012(unaudited) Six months ended30 June 2011(unaudited) Year ended31 December 2011(audited)
Revenue Capital Total Revenue Capital Total Revenue Capital Total
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Gain on disposal - 14 14 - 32 32 - 91 91
ofinvestments
Decrease in fair - (184) (184) - (132) (132) - (282) (282)
valueof
investments held
Investment income 161 - 161 128 - 128 297 - 297
Arrangement fees (30) - (30) (47) - (47) (49) - (49)
Investmentmanagement (94) (94) (188) (83) (83) (166) (174) (174) (348)
fees
Other expenses (86) - (86) (85) - (85) (174) - (174)
Loss (49) (264) (313) (87) (183) (270) (100) (365) (465)
on
ordinaryactivities
beforetaxation
Tax on ordinary - - - - - - - - -
activities
Loss attributable (49) (264) (313) (87) (183) (270) (100) (365) (465)
toequity
shareholders
Basic
and dilutedreturn
per share(pence)
Ordinary Share 2 0.7 (1.5) (0.8) 0.4 (1.4) (1.0) 1.2 (2.6) (1.4)
C Share 2 (0.3) (1.2) (1.5) (0.6) (0.6) (1.2) (1.0) (2.0) (3.0)
D Share 2 (0.4) (1.1) (1.5) (0.7) (0.2) (0.9) (1.3) (0.6) (1.9)
E Share 2 (0.8) (0.2) (1.0) (2.9) (0.2) (3.1) (3.1) (0.3) (3.4)
F Share 2 (1.0) 0.2 (0.8) (3.0) 0.3 (2.7) (3.3) 0.2 (3.1)
G Share 2 (3.2) (0.4) (3.6) - - - - - -
The Company has no recognised gains and losses other than those
disclosed above.
The total column is the Income Statement of all Share classes
for the period. The supplementary capital and revenue columns are
prepared following guidance published by the Association of
Investment Companies (AIC).
The accompanying notes form an integral part of these financial
statements.
The Company had no G Shares in issue in the periods to 31
December 2011 or 30 June 2011.
NON-STATUTORY
ANALYSIS
(UNAUDITED)
BETWEEN THE
ORDINARY, C,
D, E, F
AND G SHARE
FUNDS
CONDENSED
INCOME
STATEMENT
(UNAUDITED)
for the six
months
ended 30 June
2012
Ordinary Shares C Shares
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Gain - 1 1 - - -
on disposal
ofinvestments
Decrease in - (116) (116) - (25) (25)
fair value
ofinvestments
held
Investment 129 - 129 15 - 15
income
Arrangement - - - - - -
fees
Investment (35) (35) (70) (9) (9) (18)
management
fees
Other expenses (26) - (26) (13) - (13)
Profit/(loss) 68 (150) (82) (7) (34) (41)
on
ordinaryactivities
before
taxation
Tax - - - - - -
on ordinary
activities
Profit/(loss) 68 (150) (82) (7) (34) (41)
attributable
toequity
shareholders
Basic and 0.7 (1.5) (0.8) (0.3) (1.2) (1.5)
diluted
return
pershare
(pence)
D Shares E Shares
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Gain - 10 10 - - -
on disposal
ofinvestments
(Decrease)/increase - (57) (57) - 7 7
in fair
value
ofinvestments
held
Investment 15 - 15 1 - 1
income
Arrangement - - - - - -
fees
Investment (25) (25) (50) (12) (12) (24)
management
fees
Other expenses (20) - (20) (11) - (11)
Loss (30) (72) (102) (22) (5) (27)
on ordinary
activitiesbefore
taxation
Tax - - - - - -
on ordinary
activities
Loss (30) (72) (102) (22) (5) (27)
attributable
to
equityshareholders
Basic and (0.4) (1.1) (1.5) (0.8) (0.2) (1.0)
diluted
return
pershare
(pence)
F Shares G Shares
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Gain - 3 3 - - -
on disposal
ofinvestments
Increase in - 7 7 - - -
fair value
ofinvestments
held
Investment 1 - 1 - - -
income
Arrangement - - - (30) - (30)
fees
Investment (7) (7) (14) (6) (6) (12)
management
fees
Other expenses (9) - (9) (7) - (7)
(Loss)/profit (15) 3 (12) (43) (6) (49)
on
ordinaryactivities
before
taxation
Tax - - - - - -
on ordinary
activities
(Loss)/profit (15) 3 (12) (43) (6) (49)
attributable
toequity
shareholders
Basic and (1.0) 0.2 (0.8) (3.2) (0.4) (3.6)
diluted
return
pershare
(pence)
The Company has no recognised gains and losses other than those
disclosed above.
The total column is the Income Statement per Share class for the
period. The supplementary capital and revenue columns are prepared
following guidance published by the Association of Investment
Companies (AIC).
NON-STATUTORY
ANALYSIS
(UNAUDITED)
BETWEEN THE
ORDINARY, C,
D, E, F
AND G SHARE
FUNDS
CONDENSED
INCOME
STATEMENT
(UNAUDITED)
for the six
months
ended 30 June
2011
Ordinary Shares C Shares
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Gain - 20 20 - 7 7
on disposal
ofinvestments
Decrease in - (131) (131) - (15) (15)
fair value
ofinvestments
held
Investment 113 - 113 10 - 10
income
Arrangement - - - - - -
fees
Investment (38) (38) (76) (10) (10) (20)
management
fees
Other (32) - (32) (16) - (16)
expenses
Profit/(loss) 43 (149) (106) (16) (18) (34)
on
ordinaryactivities
before
taxation
Tax - - - - - -
on ordinary
activities
Profit/(loss) 43 (149) (106) (16) (18) (34)
attributable
toequity
shareholders
Basic and 0.4 (1.4) (1.0) (0.6) (0.6) (1.2)
diluted
return
pershare
(pence)
D Shares E Shares
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Gain - 5 5 - - -
on disposal
ofinvestments
Increase in - 7 7 - 2 2
fair value
ofinvestments
held
Investment 5 - 5 - - -
income
Arrangement - - - (30) - (30)
fees
Investment (27) (27) (54) (5) (5) (10)
management
fees
Other (27) - (27) (6) - (6)
expenses
Loss (49) (15) (64) (41) (3) (44)
on ordinary
activitiesbefore
taxation
Tax - - - - - -
on ordinary
activities
Loss (49) (15) (64) (41) (3) (44)
attributable
to
equityshareholders
Basic and (0.7) (0.2) (0.9) (2.9) (0.2) (3.1)
diluted
return
pershare
(pence)
F Shares G Shares
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Gain - - - - - -
on disposal
ofinvestments
Increase in - 5 5 - - -
fair value
ofinvestments
held
Investment - - - - - -
income
Arrangement (17) - (17) - - -
fees
Investment (3) (3) (6) - - -
management
fees
Other (4) - (4) - - -
expenses
(Loss)/profit (24) 2 (22) - - -
on
ordinaryactivities
before
taxation
Tax - - - - - -
on ordinary
activities
(Loss)/profit (24) 2 (22) - - -
attributable
toequity
shareholders
Basic and (3.0) 0.3 (2.7) - - -
diluted
return
pershare
(pence)
The Company had no recognised gains and losses other than those
disclosed above.
The total column is the Income Statement per Share class for the
period. The supplementary capital and revenue columns are prepared
following guidance published by the Association of Investment
Companies (AIC).
The Company had no G Shares in issue in the period to 30 June
2011.
NON-STATUTORY
ANALYSIS
(UNAUDITED)
BETWEEN THE
ORDINARY, C,
D, E, F
AND G SHARE
FUNDS
CONDENSED
INCOME
STATEMENT
(UNAUDITED)
for the year
ended
31 December
2011
Ordinary Shares C Shares
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Gain - 55 55 - 16 16
on disposal
ofinvestments
Decrease in - (245) (245) - (53) (53)
fair value
ofinvestments
held
Investment 257 - 257 24 - 24
income
Arrangement - - - - - -
fees
Investment (74) (74) (148) (20) (20) (40)
management
fees
Other expenses (63) - (63) (31) - (31)
Profit/(loss) 120 (264) (144) (27) (57) (84)
on
ordinaryactivities
before
taxation
Tax - - - - - -
on ordinary
activities
Profit/(loss) 120 (264) (144) (27) (57) (84)
attributable
toequity
shareholders
Basic and 1.2 (2.6) (1.4) (1.0) (2.0) (3.0)
diluted
return
pershare
(pence)
D Shares E Shares
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Gain - 18 18 - 2 2
on disposal
ofinvestments
(Decrease)/increase - (3) (3) - 8 8
in fairvalue
of investments
held
Investment 16 - 16 - - -
income
Arrangement - - - (32) - (32)
fees
Investment (54) (54) (108) (17) (17) (34)
management
fees
Other expenses (51) - (51) (16) - (16)
Loss (89) (39) (128) (65) (7) (72)
on ordinary
activitiesbefore
taxation
Tax - - - - - -
on ordinary
activities
Loss (89) (39) (128) (65) (7) (72)
attributable
to
equityshareholders
Basic and (1.3) (0.6) (1.9) (3.1) (0.3) (3.4)
diluted
return
pershare
(pence)
F Shares G Shares
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Gain - - - - - -
on disposal
ofinvestments
Increase in - 11 11 - - -
fair value
ofinvestments
held
Investment - - - - -
income
Arrangement (17) - (17) - - -
fees
Investment (9) (9) (18) - - -
management
fees
Other expenses (13) - (13) - - -
(Loss)/profit (39) 2 (37) - - -
on
ordinaryactivities
before
taxation
Tax - - - - - -
on ordinary
activities
(Loss)/profit (39) 2 (37) - - -
attributable
toequity
shareholders
Basic and (3.3) 0.2 (3.1) - - -
diluted
return
pershare
(pence)
The Company had no recognised gains and losses other than those
disclosed above.
The total column is the Income Statement per Share class for the
period. The supplementary capital and revenue columns are prepared
following guidance published by the Association of Investment
Companies (AIC).
The Company had no G Shares in issue in the year to 31 December
2011.
CONDENSED BALANCE SHEET
(UNAUDITED)
as at 30 June 2012
Note 30 June2012(unaudited)GBP'000 30 June2011(unaudited)GBP'000 31 December2011(unaudited)GBP'000
Fixed assets
Qualifying Investments 10,831 9,295 10,309
Current assets
Debtors 132 60 80
Non-qualifying Investments 3 7,918 11,009 9,823
Cash at bank and in hand 2,631 360 181
10,681 11,429 10,084
Creditors: amounts falling (60) (40) (53)
due within oneyear
Net current assets 10,621 11,389 10,031
Net assets 21,452 20,684 20,340
Capital and reserves
Called-up share capital 269 240 242
Share premium account 2,607 3,994 -
Other reserve account 19,949 17,315 21,158
Capital reserve (617) (171) (353)
Revenue reserve (756) (694) (707)
Shareholders' funds 21,452 20,684 20,340
Net asset value per 4 75.4 81.6 81.2
Ordinary Share
Net asset value per C Share 4 70 78.2 76.4
Net asset value per D Share 4 79.5 91.9 86
Net asset value per E Share 4 87.1 94 93.1
Net asset value per F Share 4 87.5 94.1 93.3
Net asset value per G Share 4 93.8 - -
The accompanying notes form an integral part of these financial
statements.
The condensed set of financial statements were approved by the
Board of Directors on 28 August 2012 and signed on its behalf
by:
Paul Gregg
Director
Company Registration Number: 6395025 (England & Wales)
NON-STATUTORY
ANALYSIS
(UNAUDITED)
BETWEEN THE
ORDINARY, C,
D, E, F
AND G SHARE FUNDS
CONDENSED BALANCE
SHEET
(UNAUDITED)
As at 30 June 2012 (unaudited)
OrdinarySharesGBP'000 CSharesGBP'000 DSharesGBP'000 ESharesGBP'000 FSharesGBP'000 GSharesGBP'000
Fixed assets
Qualifying 6,608 1,716 2,257 125 125 -
Investments
Current assets
Debtors 132 - - - - -
Non-qualifying 968 245 3,098 2,356 1,251 -
Investments
Cash at bank 7 7 8 3 1 2,605
and in hand
1,107 252 3,106 2,359 1,252 2,605
Creditors: (21) (2) (11) (4) (2) (20)
amounts
falling
due withinone
year
Net current 1,086 250 3,095 2,355 1,250 2,585
assets
Net assets 7,694 1,966 5,352 2,480 1,375 2,585
Capital and
reserves
Called-up share 102 28 68 28 16 27
capital
Share premium - - - - - 2,607
account
Other reserve 8,101 2,212 5,677 2,551 1,408 -
account
Capital reserve (362) (113) (129) (12) 5 (6)
Revenue reserve (147) (161) (264) (87) (54) (43)
Shareholders' 7,694 1,966 5,352 2,480 1,375 2,585
funds
Net 75.4 70 79.5 87.1 87.5 93.8
asset
value
excludingdistributions
to date (pence
pershare)
Net 90.4 85 89.5 92.1 92.5 93.8
asset
value
includingdistributions
to date (pence
pershare)
As at 30 June 2011 (unaudited)
OrdinarySharesGBP'000 CSharesGBP'000 DSharesGBP'000 ESharesGBP'000 FSharesGBP'000 GSharesGBP'000
Fixed assets
Qualifying 6,600 1,370 1,325 - - -
Investments
Current assets
Debtors 60 - - - - -
Non-qualifying 1,628 682 4,766 2,529 1,404 -
Investments
Cash at bank 58 150 110 24 18 -
and in hand
1,746 832 4,876 2,553 1,422 -
Creditors: (22) (4) (9) (3) (2) -
amounts
falling
duewithin
one year
Net current 1,724 828 4,867 2,550 1,420 -
assets
Net assets 8,324 2,198 6,192 2,550 1,420 -
Capital and
reserves
Called-up share 102 28 68 27 15 -
capital
Share premium - - - 2,567 1,427 -
account
Other reserve 8,611 2,353 6,351 - - -
account
Capital reserve (97) (40) (33) (3) 2 -
Revenue reserve (292) (143) (194) (41) (24) -
Shareholders' 8,324 2,198 6,192 2,550 1,420 -
funds
Net 81.6 78.2 91.9 94 94.1 -
asset
value
excludingdistributions
to date (pence
pershare)
Net 91.6 88.2 91.9 94 94.1 -
asset
value
includingdistributions
to date (pence
pershare)
The Company
had no
G Shares in issue
in the year to 31
December 2011.
As at 31 December 2011 (unaudited)
OrdinarySharesGBP'000 CSharesGBP'000 DSharesGBP'000 ESharesGBP'000 FSharesGBP'000 GSharesGBP'000
Fixed assets
Qualifying 6,632 1,727 1,700 125 125 -
Investments
Current assets
Debtors 80 - - - - -
Non-qualifying 1,588 374 4,090 2,478 1,293 -
Investments
Cash at bank 21 51 8 51 50 -
and in hand
1,689 425 4,098 2,529 1,343 -
Creditors: (35) (4) (7) (5) (2) -
amounts
falling
duewithin
one year
Net current 1,654 421 4,091 2,524 1,341 -
assets
Net assets 8,286 2,148 5,791 2,649 1,466 -
Capital and
reserves
Called-up share 102 28 68 28 16 -
capital
Share premium - - - - - -
account
Other reserve 8,611 2,353 6,014 2,693 1,487 -
account
Capital reserve (212) (79) (57) (7) 2 -
Revenue reserve (215) (154) (234) (65) (39) -
Shareholders' 8,286 2,148 5,791 2,649 1,466 -
funds
Net 81.2 76.4 86 93.1 93.3 -
asset
value
excludingdistributions
to date (pence
pershare)
Net 91.2 86.4 91 93.1 93.3 -
asset
value
includingdistributions
to date (pence
pershare)
The Company
had no
G Shares in issue
in the year to 31
December 2011.
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS (UNAUDITED)
as at 30 June 2012
Six months ended30 June 2012(unaudited)GBP'000 Six months ended30 June 2011(unaudited)GBP'000 Year ended31 December 2011(audited)GBP'000
Opening shareholders' funds 20,340 17,569 17,569
Capital subscribed 2,756 4,221 4,418
Issue costs (122) (185) (194)
Dividends (1,209) (651) (988)
Loss for the period (313) (270) (465)
Closing shareholders' funds 21,452 20,684 20,340
NON-STATUTORY ANALYSIS (UNAUDITED) BETWEEN THE
ORDINARY, C, D, E, F AND G SHARE FUNDS
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS'
FUNDS (UNAUDITED)
as at 30 June 2012
OrdinarySharesGBP'000 C SharesGBP'000 D SharesGBP'000 E SharesGBP'000 F SharesGBP'000 G SharesGBP'000
Opening shareholders' 8,286 2,148 5,791 2,649 1,466 -
funds
Capital subscribed - - - - - 2,756
Issue costs - - - - - (122)
Dividends (510) (141) (337) (142) (79) -
Loss for the period (82) (41) (102) (27) (12) (49)
Closing shareholders' 7,694 1,966 5,352 2,480 1,375 2,585
funds
NON-STATUTORY ANALYSIS (UNAUDITED) BETWEEN THE
ORDINARY, C, D, E, F AND G SHARE FUNDS
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS'
FUNDS (UNAUDITED)
as at 30 June 2011
OrdinarySharesGBP'000 C SharesGBP'000 D SharesGBP'000 E SharesGBP'000 F SharesGBP'000 G SharesGBP'000
Opening shareholders' 8,940 2,373 6,256 - - -
funds
Capital subscribed - - - 2,713 1,508 -
Issue costs - - - (119) (66) -
Dividends (510) (141) - - - -
Loss for the period (106) (34) (64) (44) (22) -
Closing shareholders' 8,324 2,198 6,192 2,550 1,420 -
funds
NON-STATUTORY ANALYSIS (UNAUDITED) BETWEEN THE
ORDINARY, C, D, E, F AND G SHARE FUNDS
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS'
FUNDS (UNAUDITED)
as at 31 December 2011
OrdinarySharesGBP'000 C SharesGBP'000 D SharesGBP'000 E SharesGBP'000 F SharesGBP'000 G SharesGBP'000
Opening shareholders' 8,940 2,373 6,256 - - -
funds
Capital subscribed - - - 2,846 1,572 -
Issue costs - - - (125) (69) -
Dividends (510) (141) (337) - - -
Loss for the period (144) (84) (128) (72) (37) -
Closing shareholders' 8,286 2,148 5,791 2,649 1,466 -
funds
CASH FLOW STATEMENT
(UNAUDITED)
for the six months
ended 30 June 2012
30 June 2012(unaudited)GBP'000 30 June 2011(unaudited)GBP'000 31 December 2011(unaudited)GBP'000
Net cash outflow from (300) (289) (477)
operating activities
Financial investment
Purchase of Qualifying (600) (1,625) (2,750)
Investments
Return of Qualifying - - 119
Investments
Net cash outflow from (600) (1,625) (2,631)
financial investment
Management of liquid
resources
Purchase of Non-qualifying - (3,926) (6,999)
Investments
Disposal of Non-qualifying 1,925 2,666 6,903
Investments
Net cash inflow/(outflow) 1,925 (1,260) (96)
from liquid resources
Financing
Issue of shares 2,756 4,221 4,418
Issue costs of shares (122) (185) (194)
Net cash inflow 2,634 4,036 4,224
from financing
Dividends
Payment of dividends (1,209) (651) (988)
Net cash outflow (1,209) (651) (988)
from dividends
Increase in cash 2,450 211 32
GBP'000 GBP'000 GBP'000
Loss on ordinary activities (313) (270) (465)
before tax
Decrease in fair value 184 132 282
of investments held
Investment income (126) (128) (264)
(Increase)/decrease (52) 21 1
in receivables
Increase/(decrease) 7 (44) (31)
in payables
Net cash outflow from (300) (289) (477)
operating activities
GBP'000 GBP'000 GBP'000
Opening cash balances 181 149 149
Net cash inflow 2,450 211 32
Closing cash balances 2,631 360 181
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
for the six months ended 30 June 2012
1. Accounting Policies
a) Basis of Accounting
The financial statements for the Reporting Period have been
prepared in compliance with UK Generally Accepted Accounting
Practice, and with the Statement of Recommended Practice (the SORP)
entitled "Financial Statements of Investment Trust Companies and
Venture Capital Trusts" which was issued in January 2009.
These financial statements, which have not been audited or
reviewed by the Auditors, have been drawn up adopting the
accounting policies set out in the Annual Report and Accounts for
the year to 31 December 2011.
b) Valuation of Investments
The Company's business is investing in financial assets with a
view to profiting from their total return in the form of income and
capital growth. All investments are designated at fair value.
International Private Equity and Venture Capital Valuation
Guidelines
Unquoted investments, including equity and loan investments, are
designated at fair value through profit or loss and valued in
accordance with the International Private Equity and Venture
Capital Guidelines and Financial Reporting Standard 26 "Financial
Instruments: Recognition and Measurement" (FRS 26). Investments are
initially recognised at cost. The investments are subsequently
re-measured at fair value, as estimated by the Directors in good
faith. Investment holding gains or losses arising from the
revaluation of investments are taken directly to the Income
Statement. Fair value is determined as follows:
-- Fair value is the amount for which an asset could be exchanged between
knowledgeable, willing parties in an arm's length
transaction.
-- In estimating the fair value for an investment, the Directors will
apply a methodology that is appropriate in light of the nature,
facts
and circumstances of the investment and its materiality in the
context
of the total investment portfolio and will use reasonable
assumptions
and estimates.
-- An appropriate methodology incorporates available information about
all factors that are likely to materially affect the fair value
of the
investment. The valuation methodologies are applied consistently
from
period to period, except where a change would result in a
better
estimate of fair value. Any changes in valuation methodologies
will be
clearly disclosed in the financial statements.
The most widely used methodologies are listed below. In
assessing which methodology is appropriate, the Directors are
predisposed towards those methodologies that draw upon market-based
measures of risk and return.
-- Price of recent investment
-- Discounted cash flows/earnings multiple
-- Net assets
-- Available market prices
Of these the two methodologies most applicable to the Company's
investments are:
1 - Price of recent investment
Where the investment being valued was made recently, its cost
will generally provide a good indication of value. It is generally
considered that this would only apply for a limited period; in
practice a period up to the start of the first live event or
entertainment content which forms the investment is often applied
as the long stop date for such a valuation.
2 - Discounted cash flows/earnings of the underlying
business
Investments can be valued by calculating the net present value
of expected future cashflows of the Investee Companies. In relation
to the Company's investments, anticipating future cashflows in
excess of the guaranteed amounts would clearly require highly
subjective judgements to be made in the early stage of each
investment and therefore would not be an appropriate methodology to
apply at such an early stage of the investment.
In the period prior to the second live event or entertainment
content it is considered appropriate to use the price paid for the
recent investment as the latest available information. Thereafter,
the investment is fair valued on the discounted cash flow/earnings
basis using the latest available information on the performance of
the live event or entertainment content. Gains or losses arising
from changes in the fair value of the 'financial assets at fair
value through profit or loss' category are presented in the Income
Statement in the period in which they arise.
As a result of the above basis of valuation, there is
significant judgement associated with the valuation of
investments.
Non-qualifying Investments - OEICs
The Company's Non-qualifying Investments in interest bearing
money market OEICs are valued at fair value which is mid price.
They have been designated as fair value through profit or loss for
the purposes of FRS 26.
Gains and losses arising from changes in fair value of
Qualifying and Non-qualifying Investments are recognised as part of
the capital return within the Income Statement and allocated to the
realised or unrealised capital reserve as appropriate. Transaction
costs attributable to the acquisition or disposal of investments
are charged to capital within the Income Statement.
c) Investment Income
Interest income is recognised in the Income Statement under the
effective interest rate method. The effective interest rate is the
rate required to discount the expected future income streams over
the life of the loan to its initial carrying amount. The main
impact for the Company in that regard is the accounting treatment
of the loan note premiums. Where those loan note premiums are
charged in lieu of higher interest, they are credited to income
over the life of the advance to the extent those premiums are
anticipated to be collected.
d) Dividend Income
Dividend income is recognised in the Income Statement once it is
declared by the Investee Companies.
e) Expenses
All expenses are accounted for on an accruals basis. Expenses
are charged to the revenue account within the Income Statement
except that:
-- expenses which are incidental to the acquisition or disposal of an
investment are charged to capital in the Income Statement as
incurred;
-- expenses are split and presented partly as capital items where a
connection with the maintenance or enhancement of the value of
the
investments held can be demonstrated; and
-- the management fee has been allocated 50% to revenue and 50% to
capital, which represents the expected split of the Company's
long
term returns.
f) Deferred Taxation
Deferred taxation is recognised in respect of all timing
differences that have originated but not reversed at the balance
sheet date where transactions or events that result in an
obligation to pay more, or a right to pay less, tax in the future
have occurred at the balance sheet date. This is subject to
deferred tax assets only being recognised if it is considered more
likely than not that there will be suitable profits from which the
future reversal of the underlying timing differences can be
deducted. Timing differences are differences arising between the
Company's taxable profits and its results as stated in the
financial statements which are capable of reversal in one or more
subsequent periods.
g) Ordinary Shares, C Shares, D Shares, E Shares, F Shares and G
Shares
The Company has six classes of Shares: Ordinary Shares, C
Shares, D Shares, E Shares, F Shares and G Shares. Each Share class
has a separate pool of income and expenses as well as assets and
liabilities attributable to it. All Share classes rank pari passu
with each other in terms of voting and other rights.
2. Basic and Diluted Return per Share
The calculation of basic return per Ordinary Share is based on
the return on ordinary activities after tax for the period and on a
weighted average of 10,205,011 Ordinary Shares in issue for the six
months ended 30 June 2012 (31 December 2011: 10,205,011; 30 June
2011: 10,205,011). The basic return per C Share has been calculated
on a weighted average of 2,810,596 C Shares in issue for the six
months ended 30 June 2012 (31 December 2011: 2,810,596; 30 June
2011: 2,810,596). The basic return per D Share has been calculated
on a weighted average of 6,735,624 D Shares in issue for the six
months ended 30 June 2012 (31 December 2011: 6,735,624; 30 June
2011: 6,735,624). The basic return per E Share has been calculated
on a weighted average of 2,846,122 E Shares in issue for the six
months ended 30 June 2012 (31 December 2011: 2,123,163; 30 June
2011: 1,413,240). The basic return per F Share has been calculated
on a weighted average of 1,572,095 F Shares in issue for the six
months ended 30 June 2012 (31 December 2011: 1,184,388; 30 June
2011: 802,213). The basic return per G Share has been calculated on
a weighted average of 1,353,098 G Shares in issue for the six
months ended 30 June 2012 (31 December 2011: N/A; 30 June 2011:
N/A).
There are no dilutive potential Ordinary Shares, C Shares, D
Shares, E Shares, F Shares or G Shares, including convertible
instruments, options or contingent share agreements in issue for
the Company. The basic return per share is therefore the same as
the diluted return per share.
3. Non-qualifying Investments
In order to safeguard the capital available for investment in
VCT Qualifying Investments and balance this with the need to
provide good returns to investors, available funds from the net
proceeds are invested in appropriate securities (money market
securities and cash funds) until required for Qualifying investment
purposes.
4. Net Asset Value per Share
The net asset value per Ordinary Share has been calculated based
on 10,205,011 Ordinary Shares being the number of Ordinary Shares
in issue as at 30 June 2012 (31 December 2011: 10,205,011; 30 June
2011: 10,205,011).
The net asset value per C Share has been calculated based on
2,810,596 C Shares being the number of C Shares in issue as at 30
June 2012 (31 December 2011: 2,810,596; 30 June 2011:
2,810,596).
The net asset value per D Share has been calculated based on
6,735,624 D Shares being the number of D Shares in issue as at 30
June 2012 (31 December 2011: 6,735,624; 30 June 2011:
6,735,624).
The net asset value per E Share has been calculated based on
2,846,122 E Shares being the number of E Shares in issue as at 30
June 2012 (31 December 2011: 2,846,122; 30 June 2011:
2,712,935).
The net asset value per F Share has been calculated based on
1,572,095 F Shares being the number of F Shares in issue as at 30
June 2012 (31 December 2011: 1,572,095; 30 June 2011:
1,508,434).
The net asset value per G Share has been calculated based on
2,756,760 G Shares being the number of G Shares in issue as at 30
June 2012 (31 December 2011: N/A; 30 June 2011: N/A).
5. Related Party Transactions
a) The Company has appointed Ingenious Media Investments
Limited, a company of which Patrick McKenna is a director, to be
its promoter. Ingenious Media Investments Limited is a wholly owned
subsidiary within the Ingenious Media Holdings plc group of
companies (the Ingenious Group) which is controlled by Patrick
McKenna. The Company paid the promoter a fee of 5.5% of the gross
proceeds of the offer for G Shares which was paid in consideration
of the service provided.
b) The Company has appointed Ingenious Ventures as Manager.
Ingenious Ventures was a trading division of Ingenious Asset
Management Limited up to 5 April 2012 after which it became a
trading name of Ingenious Capital Management Limited. Patrick
McKenna is a director of Ingenious Asset Management Limited and
Ingenious Capital Management Limited which are subsidiaries within
the Ingenious Group, which is controlled by Patrick McKenna.
Ingenious Ventures (the Manager), as per the management
agreement, receives a management fee of 0.4375% of the net asset
value payable quarterly in advance (1.75% annualised). The Manager
also receives an administration fee of GBP84k per annum and
irrecoverable VAT from the Company.
c) The funds invested in OEICs are managed by Ingenious Asset
Management Limited, a company of which Patrick McKenna is a
director. Ingenious Asset Management Limited is a subsidiary of the
Ingenious Group, which is controlled by Patrick McKenna. There is
no fee associated with this transaction.
d) Patrick McKenna is a director and a shareholder of Ingenious
Entertainment VCT 1 plc. The Company and Ingenious Entertainment
VCT 1 plc have jointly agreed to form a new company, Liverpool
Sound City Limited, to co-promote a new festival called Sound City
in Liverpool. In April 2012 the Company invested GBP600k for a
total of 15% of the equity in Liverpool Sound City Limited.
Ingenious Entertainment VCT 1 plc also invested GBP600k for 15% of
the equity in Liverpool Sound City Limited.
During the period the Company has carried out a number of
transactions with the above-mentioned related parties in the normal
course of business and on an arm's length basis:
Expenditure Paid Amounts Due
Entity Note 30 June2012GBP'000 30 June2011GBP'000 31 December2011GBP'000 30 June2012GBP'000 30 June2011GBP'000 31 December2011GBP'000
Ingenious Asset
Management
Limited/
Ingenious Capital
Management
Limited
- Investment b 188 166 348 - - -
management
fee
- Administration b 42 32 69 - - -
fee
- Irrecoverable b - 2 4 3 2 -
VAT
Ingenious Media
Investments
Limited
- Arrangement fee a 152 232 243 - - -
Transactions Between Related Parties
Ingenious Media Consulting Limited, a company which is a
wholly-owned subsidiary in the Ingenious Group, which is controlled
by Patrick McKenna, has entered into consultancy agreements with
each of the Company's investee companies to provide management
services. For the provision of such services, consulting fees
totalling GBP304k excluding VAT (31 December 2011: GBP172k; 30 June
2011: GBP68k) have been invoiced for the period. No balance is
outstanding as at 30 June 2012 (31 December 2011: GBP50k; 30 June
2011: GBP7k).
6. Events After the Balance Sheet Date
a) In July 2012, the Ingenious Entertainment VCTs successfully
sold their shareholding in Essential Experience Limited to a third
party for a sum that delivered a profit to all of the original
investors in the venture. The Ingenious Entertainment VCTs made a
profit of around GBP30k on their investment.
b) In July and August 2012, the Ingenious Entertainment VCTs
acquired the Ingenious Live VCTs' shareholdings in the following
companies based upon independent valuations on behalf of both
parties: Into The Groove Limited (Rewind Festival) for a total
consideration of GBP547k; Dance Floor Limited (Let's Dance) for a
total consideration of GBP5k and Golf Mania Limited (Golf Live) for
a total consideration of GBP1k.
The Company's statutory financial statements for the year ended
31 December 2011 have been delivered to the Registrar of Companies.
The auditor's report on those financial statements was unqualified
and did not contain statements under Section 498 (2) or section 498
(3) of the Companies Act 2006.
This condensed interim information for the period does not
constitute statutory financial statements within the meaning of
s434 of the Companies Act 2006.
Copies of the half-yearly financial report are being sent, or
made available electronically, to all shareholders. Further copies
can be downloaded from the Company's website:
www.ingeniousvcts.co.uk
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