Unicorn AIM VCT II plc (the "Company")
27 July 2006
Interim statement for the six months ended 30 June 2006
Investment Objective
The objective of the Fund is to provide Shareholders with an attractive return
from a diversified portfolio of investments predominantly in the shares of
companies quoted on the Alternative Investment Market (AIM). This will be
achieved by maximising the stream of dividend distributions to Shareholders
from both the income and capital gains generated by the portfolio.
To achieve VCT qualifying status, 70% of the Company's total investments must
be invested in qualifying investments within three years of each share issue.
The Directors and Manager believe that it is important to safeguard the capital
available for investment in qualifying investments during the initial three
years and that this should be balanced with providing good short-term returns
to investors.
Investment Policy
It is the aim of the Investment Manager to identify and invest in a diversified
portfolio of companies that display a majority of the following
characteristics:
* experienced and well-motivated management
* products and services supplying growing markets
* sound operational and financial controls
* good cash generation to finance ongoing development allied with a
progressive dividend policy
Chairman's Statement
I am delighted to present to Shareholders the Interim Results of the Company
for the six months ended 30 June 2006 and to report that the Board is pleased
with the progress achieved during the period.
Qualifying Investments
In the six months to 30 June 2006 the Ordinary Share Fund made three new
qualifying investments at a cost of almost �2 million. The investment phase for
the Ordinary Share Fund continues, and at the period end the portfolio
consisted of eleven qualifying investments whose aggregate value was �5.8
million at bid prices. A further �6.6 million is being held in cash on deposit
to fund future investments whilst the balance, equating to approximately half
of total assets, is invested in the range of Unicorn OEICs. At the current
date, the Ordinary Share Fund is approximately 28% invested in qualifying
holdings and remains on course to achieve the HM Revenue & Customs requirement
that 70% of total assets be invested in qualifying holdings before the December
2007 deadline. A full list of all the qualifying investments held at the period
end is included in the Investment Portfolio summary below.
The C Share Offer which closed on 5 April 2006 raised a total of �12.5m gross.
Approximately 24% of the proceeds are currently invested in two Unicorn OEICs,
whilst the balance is held in cash on deposit. No qualifying investments have
yet been made for the C Share Fund.
Results
Ordinary Share Fund
Net revenue attributable to Ordinary Fund Shareholders amounted to �59,030 for
the period (�135,963 as at 31 December 2005). There has been a reduction in
interest received from cash on deposit as funds have been invested in
qualifying investments. After adding unrealised capital gains on investments of
�768,285, the total return on ordinary activities after taxation was �712,224,
the equivalent of 3.1 pence per Ordinary Share.
C Share Fund
The net return on the revenue account for the C Share Fund was �59,039
reflecting mainly the interest generated from cash on deposit. The total loss
attributable to holders of C shares was 1.5 pence per C share, due to
investment management fees, expenses and unrealised capital losses on initial
investments.
Dividends
A maiden dividend of 0.5 pence per share was paid to Ordinary Fund Shareholders
on 12 April 2006. This dividend was paid out of revenue reserves. Dividend
payments from both the Ordinary Share Fund and the C Share Fund will in future
be substantially dependent upon capital profits generated from investment
realisations. The Board's policy remains to maximise the stream of dividend
distributions to Shareholders from the income and capital gains generated by
both portfolios.
The Board concluded that it would not be cost effective to pay an interim
dividend for the six months ended 30 June 2006. The Directors will consider the
payment of a final dividend in respect of the year ending 31 December 2006 when
they review the full year results.
Cancellation of share premium accounts
The Company has authority to apply to the Court to cancel the share premium
accounts attributable to the Ordinary Share Fund and the C Share Fund obtained
at the Extraordinary General Meetings held on 24 September 2004 and 4 October
2005 respectively. The Directors' are proceeding with the cancellations and it
is anticipated that Court approval will be obtained within the next few months.
The cancellation of the share premium accounts will create a special reserve
that can be used, amongst other things to, fund buy-backs of the Company's
Shares when the Directors consider that it is in the best interests of the
Company to do so.
Net Asset Value
The net asset value (NAV) for the Ordinary Share Fund at 30 June 2006 was 106.4
pence per share. Since the December 2005 year-end the NAV of the Ordinary Share
Fund has increased by 2.8% from 103.5 pence per share (after the restatement
for changes in accounting policies) matching the capital gain from the FTSE AIM
All-Share index (AIM Index) over the same period.
Since the listing of the Ordinary Shares in January 2005, the NAV has increased
by 12.5% whilst the AIM Index has risen by 7.4%.
The NAV for the C Share Fund at 30 June 2006 was 93.6p.
Outlook
The AIM was buoyant in the early part of the year and the new issue market in
particular saw a high degree of activity. However, the quality of those
companies seeking to list on AIM remains variable and the Board fully supports
the Investment Manager's stance in adopting a highly selective approach to new
investment opportunities. In the event, the AIM Index fell sharply entering the
traditionally quiet summer months ending the period 14.7% below the peak
reached in early May. Many newly listed companies are now trading at levels
below their initial flotation price and the new issue market has become
noticeably quieter. Your Investment Manager anticipates a return to more
favourable market conditions later in the year.
The investment portfolio continues to perform respectably in both absolute
terms and relative to the market. The Board continues to hold the view that the
Funds are well positioned to achieve capital growth, which in time will result
in a strong and growing stream of dividend distributions to Shareholders.
Peter Andrews
Chairman
26 July 2006
Shareholder communications
Shareholders wishing to keep in touch with the Company's progress can visit the
TrustNet website at www.trustnet.com. This contains publicly available
information about our largest investments, the latest NAV and the share price.
The share price is also quoted in the Financial Times.
Investment Portfolio Summary as at 30 June 2006
Ordinary Share Fund
Book cost Valuation % of net assets by
value
�'000 �'000
Qualifying investments
AIM quotedinvestments:
Compass Finance Group plc 1,000 950 3.9%
Tailored financial solutions for
debt management
Talarius plc 500 875 3.6%
High Street coin operated gaming
centres
Mattioli Woods plc 483 740 3.0%
Consultants in the provision of
pension and wealth management
services
Abcam plc 467 699 2.8%
Online distributor of antibodies
for research purposes
Cohortplc 507 557 2.3%
Defence technical services
Maxima Holdings plc 500 451 1.8%
Implementation and support of
enterprise software solutions
Eg Solutionsplc 250 426 1.7%
Business processing management
Driver Group plc 425 408 1.7%
Specialist commercial and
dispute resolution services to
the
construction industry
Datong Electronics plc 333 268 1.1%
Development of a range of
advanced covert tracking and
location
Systems
Belgravium Technologies plc 117 77 0.3%
Development and supply of
rugged, hand-held, battery
powered,
Real time data capture devices
------------------- ------------------- -------------------
4,582 5,451 22.2%
Unquoted investments:
Amber Taverns Limited 500 500 2.0%
Pub operator
------------------- ------------------- -------------------
500 500 2.0%
------------------- ------------------- -------------------
Total qualifying investments 5,082 5,950 24.2%
------------------- ------------------- -------------------
Non-qualifying investments
Money market funds* 6,609 6,609 26.9%
Unicorn UK Income Fund (OEIC) 2,448 2,931 12.0%
Unicorn Mastertrust Fund (OEIC) 2,503 3,200 13.0%
Unicorn UK Smaller Companies 2,494 3,220 13.1%
Fund (OEIC)
Unicorn Free Spirit Fund (OEIC) 2,496 2,668 10.9%
AIM quoted investments 2 2 0.0%
------------------- ------------------- -------------------
Total non-qualifying investments 16,552 18,631 75.9%
------------------- ------------------- -------------------
------------------- ------------------- -------------------
Total investments 21,634 24,581 100.1%
------------------- ------------------- -------------------
Other assets 171 0.7%
Current liabilities (198) (0.8%)
------------------- ------------------- -------------------
Net assets 24,554 100.00%
------------------- ------------------- -------------------
* Disclosed within current investments in the Balance Sheet
C Share Fund
Book Valuation % of net
cost assets
by value
�'000 �'000
Total qualifying investments
Non-qualifying investments
Money market funds* 8,891 8,891 76.0%
Unicorn UK Income Fund (OEIC) 1,444 1,377 11.8%
Unicorn UK Smaller Companies Fund (OEIC) 1,472 1,413 12.1%
------- ------ ------
Total non-qualifying investments 11,807 11,681 99.9%
------ ------ ------
Total investments 11,807 11,681 99.9%
------ ------ ------
Other assets 106 0.9%
Current liabilities (91) (0.8%)
------ ------ ------
Net assets 11,696 100.0%
------ ------ ------
* Disclosed within current investments in the Balance Sheet
Unaudited Non-Statutory analysis between the Ordinary Share and C Share Funds
Income Statement for the six months ended 30 June 2006
Ordinary C Share
Share Fund
Fund
Revenue Capital Total Revenue Capital Total
� � � � � �
Unrealised gains - 768,285 768,285 - (126,067) (126,067)
/(losses)
on investments
Cost of - (1,284) (1,284) - - -
investment
transactions
Income 261,684 - 261,684 150,916 - 150,916
Investment (37,935) (113,807) (151,742) (21,509) (64,526) (86,035)
management
fees
Other expenses (164,719) - (164,719) (58,875) - (58,875)
-------- -------- -------- -------- -------- --------
Return/(loss) on 59,030 653,194 712,224 70,532 (190,593) (120,061)
ordinary
activities
before taxation
-------- -------- -------- -------- -------- --------
Tax on ordinary - - - (11,493) 11,493 -
activities
Return/(loss) 59,030 653,194 712,224 59,039 (179,100) (120,061)
attributable to
equity
shareholders
======== ======== ======== ======== ======== ========
Return/(loss) 0.26p 2.83p 3.09p 0.75p (2.27)p (1.52)p
per share
Average number 23,090,581 7,846,911
of shares in
issue
Total of both Funds
(per Statutory Profit and Loss
Account)
Revenue Capital Total
� � �
Unrealised gains/ - 642,218 642,218
(losses) on
investments
Costs of - (1,284) (1,284)
investment
transactions
Income 412,600 - 412,600
Investment (59,444) (178,333) (237,777)
management
fees
Other expenses (223,594) - (223,594)
-------- -------- --------
Return/(loss) on 129,562 462,601 592,163
ordinary
activities before
taxation
Tax on ordinary (11,493) 11,493 -
activities
-------- -------- --------
Return/(loss) 118,069 474,094 592,163
attributable
to equity
shareholders
-------- -------- --------
Balance sheets as at 30 June 2006
Ordinary C Share Fund Adjustments Total of
Share Fund both funds
� � � �
Non current assets
Investments 17,972,446 2,790,851 20,763,297
Current assets
Debtors and 150,099 67,284 15,031 232,414
prepayments
Current investments 6,609,055 8,891,341 15,500,396
Cash at bank 20,590 37,586 58,176
-------- -------- ------ ------
6,779,744 8,996,211 15,031 15,790,986
Creditors: amounts (198,169) (83,909) (15,031) (297,109)
falling
due within one year
-------- --------
Net current assets 6,581,575 8,912,302 15,493,877
======== ======== ====== ======
Net assets 24,554,021 11,703,153 - 36,257,174
======== ======== ====== ======
Capital
Called up share 230,906 124,998 355,904
capital
Share premium 21,606,921 11,698,216 33,305,137
account
Capital reserve - (309,056) (53,033) (362,089)
realised
Capital reserve - 2,945,709 (126,067) 2,819,642
unrealised
Revenue reserve 79,541 59,039 138,580
======== ======== ======
Equity 24,554,021 11,703,153 36,257,174
shareholders' funds
======== ======== ======
Number of shares in 23,090,581 12,499,807
issue
Net asset value per 106.4p 93.6p
share
Note: The adjustment above nets off the inter-fund debtor and creditor
balances, so that the "Total of both funds" balance sheet agrees to the interim
Balance Sheet.
Unaudited Income Statement
(incorporating the Revenue Account of the Company for the six months ended 30
June 2006
Six months ended 30 June 2006 Period from 23 September 2004
to 30 June 2005 (restated)
Revenue Capital Total Revenue Capital Total
� � � � � �
Unrealised - 642,218 642,218 - 329,782 329,782
gains on
investments
Realised gains - - - - - -
on investments
Cost of - (1,284) (1,284) - - -
investment
transactions
Income 412,600 - 412,600 215,347 - 215,347
Investment (59,444) (178,333) (237,777) (37,193) (111,580) (148,773)
management
fees
Other expenses (223,594) - (223,594) (158,062) - (158,062)
-------- -------- -------- -------- -------- --------
Return on 129,562 462,601 592,163 20,092 218,202 238,294
ordinary
activities
before
taxation
Tax on (11,493) 11,493 - (8,429) 8,429 -
ordinary
activities
-------- -------- -------- -------- -------- --------
Return 118,069 474,094 592,163 11,663 226,631 238,294
attributable
to equity
shareholders
======= ======== ======== ======== ======== ========
Return per
share
Ordinary 0.26p 2.83p 3.09p 0.13p 2.50p 2.63p
Shares
C Shares 0.75p (2.27)p (1.52)p - - -
Period from 23 September 2004
to 31 December 2005
(audited and restated)
Revenue Capital Total
� � �
Unrealised gains - 2,177,424 2,177,424
on
investments
Realised gains on - 7,805 7,805
investments
Cost of investment - - -
transactions
Income 525,876 - 525,876
Investment (70,988) (212,965) (283,953)
management
fees
Other expenses (307,730) - (307,730)
-------- -------- --------
Return on ordinary 147,158 1,972,264 2,119,422
activities before
taxation
Tax on ordinary (11,195) 11,195 -
activities
-------- -------- --------
Return 135,963 1,983,459 2,119,422
attributable to
equity
shareholders
======= ======= ========
Earnings per share
Ordinary Shares 0.95p 13.92p 14.87p
C Shares - - -
Unaudited Statement of TotalRecognisedGains and Losses
for the six months ended 30 June 2006
Six months Period from Period from
ended 30 23 September 23 September
June 2004 to 30 2004 to 31
2006 June 2005 December 2005
� � �
Return for the period 592,163 238,294 2,119,422
Less prior year adjustment for (52,950) - -
change from mid to bid prices
======== ====== ======
Total recognised gains during 539,213 238,294 2,119,422
the period
======== ====== ======
Unaudited Balance Sheet
as at 30 June 2006
As at As at As at
30 June 2006 30 June 2005 31 December
(restated) 2005
(audited and
restated)
� � �
Non current assets
Investments 20,763,297 11,669,898 15,270,252
Current assets
Debtors and prepayments 232,414 47,417 58,614
Current investments 15,500,396 10,481,731 8,708,041
Cash at bank 58,176 33,659 39,066
-------- -------- --------
15,790,986 10,562,807 8,805, 721
Creditors: amounts falling (297,109) (156,584) (118,724)
due
within one year
------ ------ ------
Net current assets 15,493,877 10,406,223 8,686,997
-------- -------- --------
Net assets 36,257,174 22,076,121 23,957,249
====== ====== ======
Share capital and reserves
Share capital 355,904 230,904 230,906
Share premium account 33,305,137 21,606,923 21,606,921
Capital reserve - realised (362,089) (103,151) (193,965)
Capital reserve - 2,819,642 329,782 2,177,424
unrealised
Revenue reserve 138,580 11,663 135,963
======== ======== ========
Total Shareholders' funds 36,257,174 22,076,121 23,957,249
======== ======== ========
Net asset value per share
Ordinary Shares 106.34p 95.61p 103.75p
C Shares 93.63p - -
Unaudited Reconciliation of Movements in Shareholders' Funds
for the six months ended 30 June 2006
Six months Period from Period from
ended 23 September 23 September
30 June 2006 2004 to 30 2004 to 31
(unaudited) June 2005 December
(unaudited) 2005
(audited)
� � �
Opening shareholders' 23,894,746 - -
funds before restatement
Restated for application 62,503 - -
of new
accounting policies
-------- -------- --------
At 1 January 2006 23,957,249 - -
(restated)
Net share capital 11,823,214 21,837,827 21,837,827
subscribed for in the
period
Profit for the period 586,599 238,294 2,119,422
Dividends paid in period (115,452) - -
======== ======== ========
Closing Shareholders' 36,251,610 22,076,121 23,957,249
funds
Unaudited Summarised Cash Flow Statement
for the six months to 30 June 2006
Six months Period from Period from
ended 23 September 23 September
30 June 2006 2004 to 30 2004 to 31
(unaudited) June 2005 December
(unaudited) 2005
(audited)
� � �
Operating activities
Operating activities
Investment income received 267,773 186,512 485,986
Investment management fees (213,529) (77,426) (283,953)
paid
Other cash payments (99,713) (91,407) (207,730)
-------- -------- --------
Net cash (outflow)/inflow (45,469) 17,679 (5,697)
from
operating activities
Investing activities
Acquisitions of investments (4,850,827) (11,340,116) (13,182,828)
Disposal of investments - - 97,805
------- ------ ------
Net cash outflow from (4,850,827) (11,340,116) (13,085,023)
investing activities
Dividends
Equity dividends paid (115,452) - -
-------- -------- --------
Cash outflow before (5,011,748) (11,322,427) (13,090,720)
financing and liquid
resource management
Financing
Share capital raised 12,499,807 23,090,381 23,090,383
Less issue costs of s hares (676,593) (1,252,554) (1,252,556)
------ ------ ------
Financing 11,823,214 21,837,827 21,837,827
Management of liquid
resources
Increase in current (6,792,356) (10,481,731) (8,708,041)
investments
======== ======== ========
Increase in cash for the 19,110 33,659 39,066
period
======== ======== ========
NOTES
1. The accounts have been prepared under the historical cost convention,
modified to include the revaluation of investments, and in accordance with
applicable accounting standards and, to the extent that it does not
conflict with the Companies Act 1985, the 2003 Statement of Recommended
Practice, `Financial Statements of Investment Trust Companies', revised
December 2005.
2. In line with the long-term split of returns from the investment portfolios
of the Company, the Directors have charged 75% of the investment management
fee to the capital reserve.
3. With effect from 1 January 2006, the Company has adopted the following
Financial Reporting Standards (FRS):
FRS 21 (Events after the Balance Sheet Date) - Dividends paid by the Company
are accounted for in the period in which the Company is liable to pay them.
Previously, the Company accrued dividends in the period in which the net
revenue, to which those dividends related, was accounted for.
FRS 25 (Financial Instruments: Disclosure and Presentation) and FRS 26
(Financial Instruments: Measurement) - The Company has designated its
investment assets as being measured at "fair value through profit and loss".
The fair value of quoted investments is deemed to be the bid value of these
investments at the close of business on the relevant date.
The corresponding amounts in the financial statements have been restated in
accordance with these new policies.
Non current investments which are not quoted are stated at Directors' best
estimate of fair value, in accordance with the IPEVCV guidelines.
4. The revenue return per Ordinary Share is based on the net revenue on
ordinary activities after taxation of �59,030 and is based on 23,090,581
Ordinary Shares, being the weighted average number of Ordinary Shares in
issue during this period. The capital return per Ordinary Share is based on
ordinary activities after taxation of �653,194 and is based on 23,090,581
Ordinary Shares, being the weighted average number of Ordinary Shares in
issue during the period.
The revenue return per C Share is based on the net revenue on ordinary
activities after taxation of �59,039 and is based on 7,846,911 C Shares, being
the weighted average number of C Shares in issue during this period. The
capital loss per C Share is based on ordinary activities after taxation of �
179,100 and is based on 7,846,911 C Shares, being the weighted average number
of C Shares in issue during the period.
5. Net asset value per Ordinary Share is based on net assets at 30 June 2006,
and on 23,090,581 (at 30 June 2005: 23,090,581, at 31 December 2005:
23,090,581) Ordinary Shares, being the number of Ordinary Shares in issue
on that date.
Net asset value per C Share is based on net assets at 30 June 2006, and on
12,499,807 (at 30 June 2005: Nil, at 31 December 2005: Nil) C Shares, being the
number of C Shares in issue on that date.
6. The financial information for the period ended 30 June 2006 has neither
been audited nor reviewed.
7. Copies of the Interim Report for the six months ended 30 June 2006 are
being sent to all Shareholders. Further copies are available free of charge
from the Company's registered office, One Jermyn Street, London SW1Y 4UH or
can be downloaded via the Company Secretary's web site at
www.matrixgroup.co.uk.
Contact details for further enquiries:
Sarah Penfold of Matrix-Securities Limited (the Company Secretary) on 020 7925
3300 or by e-mail on unicornII@matrixgroup.co.uk
Unicorn Asset Management (the Investment Manager), on 020 7253 0889 or by
e-mail on info@unicornam.com
END
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