TIDMOVC2 
 
Octopus VCT 2 plc 
Half-Yearly Results 
 
25 August 2011 
 
Octopus VCT 2 plc, managed by Octopus Investments Limited, today announces the 
Half-Yearly results for the six months ended 30 June 2011. 
 
These results were approved by the Board of Directors on 25 August 2011. 
 
You may shortly view the Half-Yearly Report in full at 
www.octopusinvestments.com by navigating to Services, Investor Services, Venture 
Capital Trusts, Octopus VCT 2. All other statutory information will also be 
found there. 
 
About Octopus VCT 2 plc 
 
Octopus VCT 2 plc ('OVCT 2', 'Company' or 'VCT') is a venture capital trust 
('VCT') which aims to provide shareholders with attractive tax-free dividends 
and long-term capital growth, by investing in a diverse portfolio of 
predominately unquoted companies. The Company is managed by Octopus Investments 
Limited ('Octopus' or 'Investment Manager'). 
 
OVCT 2 was incorporated on 6 January 2011 with the first allotment of equity 
being on 16 March 2011. The total amount raised by 30 June 2011 was  GBP19.0 
million. The Offer for new subscriptions for shares closed on that date. Whilst 
OVCT 2 will have the ability to invest in a variety of sectors and technologies, 
the focus will be in the renewable energy sector, and, in particular, on solar 
energy. 
 
Venture Capital Trusts (VCTs) 
 
VCTs were introduced in the Finance Act 1995 to provide a means for private 
individuals to invest in unquoted companies in the UK.  Subsequent Finance Acts 
have introduced changes to VCT legislation. The tax benefits currently available 
to eligible new investors in VCTs include: 
 
  * up to 30% up-front income tax relief; 
  * exemption from income tax on dividends paid; and 
  * exemption from capital gains tax on disposals of shares in VCTs. 
 
 
OVCT 2 has been provisionally approved as a VCT by HM Revenue & Customs 
('HMRC'). In order to maintain its approval the VCT must comply with certain 
requirements on a continuing basis.  By the end of its third accounting period 
at least 70% of the VCT's investments must comprise 'qualifying holdings' of 
which at least 30% must be in eligible Ordinary shares. A 'qualifying holding' 
consists of up to  GBP1 million invested in any one year in new shares or 
securities in an unquoted company (or companies quoted on AIM) which is carrying 
on a qualifying trade and whose gross assets do not exceed a prescribed limit at 
the time of investment. The definition of a 'qualifying trade' excludes certain 
activities such as property investment and development, financial services and 
asset leasing. OVCT 2 will continue to ensure its compliance with these 
qualification requirements. 
 
Financial Summary 
 
                                                  Period to 30 June 2011* 
 
 
 
 Net assets ( GBP'000s)                                               18,133 
 
 Loss on ordinary activities after tax ( GBP'000s)                     (107) 
 
 Net asset value per share (NAV)                                    94.0p 
 
 
* Period covered by this report is 6 January 2011 to 30 June 2011 
 
Chairman's Statement 
 
I am delighted to be presenting to you in my capacity as Chairman the first 
half-yearly report for Octopus VCT 2 plc for the period to 30 June 2011. 
 
In the period, OVCT 2 successfully raised gross proceeds of  GBP19.0 million.  The 
Offer for new subscriptions for shares closed on that date. 
 
Investment Policy and Portfolio 
Whilst Octopus VCT 2 will have the ability to invest in a variety of sectors and 
technologies, the focus will be on building a portfolio of lower-risk 
investments in the renewable energy sector, with a particular focus on solar 
energy. Solar represents a significant investment opportunity as it is a well- 
established, reliable form of technology that offers consistent ongoing returns 
in exchange for minimal risk. 
 
In the period to the 30 June 2011 we had invested into 18 companies that have 
either successfully constructed solar power units that have been connected to 
the National Grid, or are seeking to do so. We have since invested into 1 
further company of the same nature. In total this has lead to the deployment of 
 GBP9.9 million, almost half of the funds raised, which is good progress at this 
early stage of the VCTs life. 
 
The government recently reduced the feed-in-tariff for solar projects of over 
50KW. This became effective from 1 August 2011 and is likely to mean future 
solar investments made by Octopus VCT 2 will be into projects of less than 
50KW. That said we still expect a large proportion of the remaining cash to be 
invested in the solar arena, although there are other lower-risk opportunities 
away from renewable energy that the Investment Manager is considering. 
 
Net Asset Value 
Upon investment, the Fund received 94.5 pence for every 100 pence invested after 
subtracting the initial fees paid to the Investment Manager and advisors. This 
created an opening Net Asset Value (NAV) of 94.5 pence per share. During the 
period the NAV has dropped slightly to 94.0 pence per share due to the standard 
running costs of the Fund currently outweighing income generated at this stage 
of the VCTs life. 
 
Cash and Liquid Resources 
Cash not yet invested is deposited in banks and money market funds which are 
carefully chosen to be of a low risk nature, with capital preservation being the 
main priority. 
 
Principal Risks and Uncertainties 
Risks faced by OVCT 2 include economic, investment and strategic, regulatory, 
reputational, operational and financial risks. These risks, and the ways in 
which they are managed, will be described in more detail in the VCT's Annual 
Report and Accounts for the period ended 31 December 2011. 
 
VCT Legislation 
The Chancellor announced in his Budget on 23 March 2011 that the Government 
intends to make several changes to VCTs. His proposals are good news for both 
entrepreneurs and private investors seeking to invest in small companies with 
high growth potential and should widen the scope for investment by VCTs. The key 
points are that it is intended that VCT qualifying company limits will increase 
from April 2012 as follows: 
 
  * maximum number of employees to increase from 50 to 250 employees; 
  * pre-investment gross assets limit to increase from  GBP7m to  GBP15m. 
 
 
Although this is unlikely to affect the investments Octopus VCT 2 has made to 
date, we are encouraged by these reforms as it indicates that the government 
recognises VCTs play an important part in the UK economy and the changes should 
lead to a more flexible platform in which to invest the remaining funds in the 
VCT. 
 
VCT Qualifying Status 
PricewaterhouseCoopers LLP provides the Board and Octopus with advice on the 
ongoing compliance with HMRC rules and regulations concerning VCTs.  Octopus 
does not foresee any issues with reaching the required investment hurdle of 70% 
before the third anniversary of the end of the financial period in which 
investors subscribed to the VCT. 
 
Outlook 
As the uncertainty over the current macro-economic environment from a domestic 
and international perspective continues, investors are increasingly concerned 
about the risk associated with investing in smaller unquoted companies. However 
the investments your VCT has made, and indeed, intends to make, are largely 
sheltered from this activity. 
 
Solar energy is suitable for a lower risk VCT such as Octopus VCT 2 as there is 
a known cost base and a known revenue stream. As the returns from solar 
investments are largely fixed, this should provide a good background to which 
the NAV of the VCT can make progress. 
 
 
Ian Pearson 
Chairman 
25 August 2011 
 
Investment Portfolio 
 
                                                                        % equity 
                         Book cost    Cumulative Fair value              held by 
                         as at 30      change in  as at 30   % equity  all funds 
Investee                June 2011     fair value June 2011    held by managed by 
company         Sector     ( GBP'000)       ( GBP'000)    ( GBP'000)    OVCT 2    Octopus 
 
 
=------------------------------------------------------------------------------- 
 
Aashman Power 
Limited         Solar          500             -        500     17.0%       100% 
 
Grian Power 
Limited         Solar          500             -        500     25.0%       100% 
 
Helaku Power 
Limited         Solar          500             -        500     25.0%       100% 
 
Intina Power 
Limited         Solar          500             -        500     25.0%       100% 
 
Kala Power 
Limited         Solar          500             -        500     18.5%       100% 
 
Nima Power 
Limited         Solar          500             -        500     25.0%       100% 
 
Tonatiuh 
Trading 1 
Limited         Solar          500             -        500     20.7%       100% 
 
Tuwale Power 
Limited         Solar          500             -        500     25.0%       100% 
 
Cyrah Power 
Limited         Solar          500             -        500     27.7%       100% 
 
Donoma Power 
Limited         Solar          500             -        500     18.4%       100% 
 
Evaki Power 
Limited         Solar          500             -        500     23.6%       100% 
 
Gnowee Power 
Limited         Solar          500             -        500     25.0%       100% 
 
Howbery Solar 
Limited         Solar          600             -        600     31.6%       100% 
 
Sula Power 
Limited         Solar          500             -        500     25.0%       100% 
 
Teruko Power 
Limited         Solar          500             -        500     49.0%       100% 
 
Tonatiuh 
Trading 2 
Limited         Solar          500             -        500     25.0%       100% 
 
Yata Power 
Limited         Solar          500             -        500     49.0%       100% 
 
Palk Power 
Limited         Solar          500             -        500     25.0%       100% 
 
 
=------------------------------------------------------------------------------- 
 
Total fixed 
asset 
investments                  9,100             -      9,100 
 
Cash at bank                                          9,157 
 
Debtors less 
creditors                                             (124) 
 
 
=------------------------------------------------------------------------------- 
 
Total net 
assets                                               18,133 
 
 
Responsibility Statement of the Directors in respect of the half-yearly report 
 
We confirm that to the best of our knowledge: 
 
  * the half-yearly financial statements have been prepared in accordance with 
    the statement 'Half-Yearly Financial Reports' issued by the UK Accounting 
    Standards Board; 
 
 
  * the half-yearly report includes a fair review of the information required by 
    the Financial Services Authority Disclosure and Transparency Rules, being: 
 
 
  * an indication of the important events that have occurred during the first 
    six months of the financial year and their impact on the condensed set of 
    financial statements; 
 
  * a description of the principal risks and uncertainties for the remaining six 
    months of the year; and 
 
  * a description of related party transactions that have taken place in the 
    first six months of the current financial year, that may have materially 
    affected the financial position or performance of the Company during that 
    period and any changes in the related party transactions described in the 
    last annual report that could do so. 
 
 
On behalf of the Board 
 
 
 
 
Ian Pearson 
Chairman 
25 August 2011 
 
 
 Income Statement 
                                         +----------------------------+ 
                                         |   Period to 30 June 2011   | 
                                         |                            | 
                                         | Revenue   Capital    Total | 
                                         |                            | 
                                         |    GBP'000      GBP'000     GBP'000 | 
                                         |                            | 
                                         |                            | 
                                         |                            | 
 Income                                  |      11         -       11 | 
                                         |                            | 
                                         |                            | 
                                         |                            | 
 Investment management fees              |       -         -        - | 
                                         |                            | 
                                         |                            | 
                                         |                            | 
 Other expenses                          |   (118)         -    (118) | 
                                         |                            | 
                                         |                            | 
                                         |                            | 
 Loss on ordinary activities before tax  |   (107)         -    (107) | 
                                         |                            | 
                                         |                            | 
                                         |                            | 
 Taxation on loss on ordinary activities |       -         -        - | 
                                         |                            | 
                                         |                            | 
                                         |                            | 
 Loss on ordinary activities after tax   |   (107)         -    (107) | 
                                         |                            | 
 Earnings per share - basic and diluted  |  (1.1)p         -   (1.1)p | 
                                         +----------------------------+ 
 
 
  * The 'Total' column of this statement is the profit and loss account of the 
    Company; the supplementary revenue return and capital return columns have 
    been prepared under guidance published by the Association of Investment 
    Companies. 
  * All revenue and capital items in the above statement derive from continuing 
    operations. 
  * The Company has only one class of business and derives its income from 
    investments made in shares and securities and from bank and money market 
    funds. 
  * The Company has no recognised gains or losses other than the results for the 
    period as set out above. 
  * The accompanying notes are an integral part of the half-yearly report. 
 
 
 Reconciliation of Movements in Shareholders' Funds 
                                        +------------------------+ 
                                        | Period to 30 June 2011 | 
                                        |                        | 
                                        |                   GBP'000 | 
                                        |                        | 
 Shareholders' funds at start of period |                      - | 
                                        |                        | 
 Loss on ordinary activities after tax  |                  (107) | 
                                        |                        | 
 Issue of equity (net of expenses)      |                 18,240 | 
                                        |                        | 
 Shareholders' funds at end of period   |                 18,133 | 
                                        +------------------------+ 
 
 
Balance Sheet 
                                                +--------------------+ 
                                                | As at 30 June 2011 | 
                                                |                    | 
                                                |  GBP'000         GBP'000 | 
                                                |                    | 
                                                |                    | 
                                                |                    | 
 Fixed asset investments*                       |              9,100 | 
                                                |                    | 
 Current assets:                                |                    | 
                                                |                    | 
 Debtors                                        |    13              | 
                                                |                    | 
 Cash at bank                                   | 9,157              | 
                                                |                    | 
                                                | 9.170              | 
                                                |                    | 
 Creditors: amounts falling due within one year | (137)              | 
                                                |                    | 
 
                                                |                    | 
 Net current assets                             |              9,033 | 
                                                |                    | 
                                                |                    | 
                                                |                    | 
 Net assets                                     |             18,133 | 
                                                |                    | 
                                                |                    | 
                                                |                    | 
 Called up equity share capital                 |                193 | 
                                                |                    | 
 Share premium                                  |             18,047 | 
                                                |                    | 
 Capital reserve                                |                  - | 
                                                |                    | 
 Revenue reserve                                |              (107) | 
                                                |                    | 
                                                |                    | 
                                                |                    | 
 Total equity shareholders' funds               |             18,133 | 
                                                |                    | 
 Net asset value per share                      |              94.0p | 
                                                +--------------------+ 
 
 
*Held at fair value through profit and loss 
 
 
 
The statements were approved by the Directors and authorised for issue on 25 
August 2011 and are signed on their behalf by: 
 
 
Ian Pearson 
Chairman 
 
 
Company Number: 07484406 
 
 
 
 
 Cash flow statement 
                                           +------------------------+ 
                                           | Period to 30 June 2011 | 
                                           |                        | 
                                           |                   GBP'000 | 
                                           |                        | 
                                           |                        | 
                                           |                        | 
 Net cash inflow from operating activities |                     17 | 
                                           |                        | 
                                           |                        | 
                                           |                        | 
 Financial investment:                     |                        | 
                                           |                        | 
 Purchase of fixed asset investments       |                (9,100) | 
                                           |                        | 
                                           |                        | 
                                           |                        | 
 Financing:                                |                        | 
                                           |                        | 
 Issue of equity                           |                 19,047 | 
                                           |                        | 
 Share issue expenses                      |                  (807) | 
                                           |                        | 
 Increase in cash resources at bank        |                  9,157 | 
                                           +------------------------+ 
 
 
 
Reconciliation of return before taxation to cash flow from operating 
activities 
                                        +----------------------+ 
                                        |Period to 30 June 2011| 
                                        |                      | 
                                        |                  GBP'000| 
                                        |                      | 
Return on ordinary activities before tax|                 (107)| 
                                        |                      | 
Increase in debtors                     |                  (13)| 
                                        |                      | 
Increase in creditors                   |                   137| 
                                        |                      | 
Inflow from operating activities        |                    17| 
                                        +----------------------+ 
 
 
 Reconciliation of net cash flow to movement in net funds 
                                    +------------------------+ 
                                    | Period to 30 June 2011 | 
                                    |                        | 
                                    |                   GBP'000 | 
                                    |                        | 
 Increase in cash resources at bank |                  9,157 | 
                                    |                        | 
 Movement in cash equivalents       |                      - | 
                                    |                        | 
 Opening net cash resources         |                      - | 
                                    |                        | 
 Net funds at period end            |                  9,157 | 
                                    +------------------------+ 
 
Notes to the Half-Yearly Report 
 
1.         Basis of preparation 
The unaudited half-yearly results which cover the period to 30 June 2011 have 
been prepared in accordance with the Accounting Standards Board's (ASB) 
statement on half-yearly financial reports (July 2007). 
 
2.         Publication of non-statutory accounts 
The unaudited half-yearly results for the six months ended 30 June 2011 do not 
constitute statutory accounts within the meaning of Section 415 of the Companies 
Act 2006. 
 
3.         Earnings per share 
The earnings per share is based on 9,816,920 shares, being the weighted average 
number of Ordinary shares in issue during the period. 
 
There are no potentially dilutive capital instruments in issue and therefore no 
diluted returns per share figures are relevant. The basic and diluted earnings 
per share are therefore identical. 
 
4.         Net asset value per share 
The calculation of NAV per share as at 30 June 2011 is based on 19,300,111 
Ordinary shares in issue at that date. 
 
5.         Share Issues 
 
During the period, the Company issued 19,300,111 Ordinary shares at a price of 
100.0p per share. 
 
6.         Related Party Transactions 
Octopus provides investment management and administration & accounting services 
to the Company under a management agreement which runs for a period of six years 
with effect from 16 March 2011 and may be terminated at any time thereafter by 
not less than twelve months' notice given by either party. 
 
Under the agreement, the Investment Manager will receive an annual management 
fee of an amount equivalent to 2.0% of the net assets of the VCT (plus VAT, if 
any, at the applicable rate). In order to ensure alignment of interests between 
Octopus and shareholders, the annual management fees will be rolled up (interest 
free) and will only be paid to Octopus once shareholders have received back a 
minimum of 105p per Ordinary share (in the form of dividends and other 
distributions), after taking account of, on a winding-up, the accrued management 
fees. 
 
In addition, Octopus will only be entitled to receive an annual management fee 
for the period up to the date on  which the Annual General Meeting in 2016 is 
held (expected to be in June 2016) if shareholders approve the winding-up of the 
VCT and return capital to shareholders. 
 
The administration and accounting fee is payable quarterly in arrears for a fee 
of 0.3% of the NAV calculated at annual intervals as at 31 December. During the 
period  GBP13,500 was due to Octopus Investments and there was  GBP13,500 outstanding 
at the balance sheet date. 
 
In addition, Octopus also provides secretarial services for an additional fee of 
 GBP15,000 per annum. During the period  GBP4,000 was due to Octopus Investments 
Limited and there was  GBP4,000 outstanding at the balance sheet date. 
 
7.         Copies of this report are available from the registered office of the 
Company at 20 Old Bailey, London, EC4M 7AN. 
 
 
 
 
 
 
 
 
This announcement is distributed by Thomson Reuters on behalf of 
Thomson Reuters clients. The owner of this announcement warrants that: 
(i) the releases contained herein are protected by copyright and 
    other applicable laws; and 
(ii) they are solely responsible for the content, accuracy and 
     originality of the information contained therein. 
 
Source: Octopus VCT 2 PLC via Thomson Reuters ONE 
 
[HUG#1541197] 
 

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