CALS VCT
INVESTEC STRUCTURED PRODUCTS CALCULUS VCT PLC
ANNUAL FINANCIAL REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2015
The full Annual Report and Accounts can be accessed via the following websites:
www.calculuscapital.com and www.investecstructuredproducts.com or by contacting
the Company Secretary on telephone 01392 477500.
INVESTMENT OBJECTIVE
The Company's principal objectives for investors are to:
• invest in a portfolio of Venture Capital Investments and Structured Products
that will provide investment returns that are sufficient to allow the Company
to maximise annual dividends and pay an interim return either by way of a
special dividend or cash offer for shares on or before an interim return date;
• generate sufficient returns from a portfolio of Venture Capital Investments
that will provide attractive long-term returns within a tax efficient vehicle
beyond an interim return date;
• review the appropriate level of dividends annually to take account of
investment returns achieved and future prospects; and
• maintain VCT status to enable qualifying investors to retain their income tax
relief of up to 30 per cent. on the initial investment and receive tax-free
dividends and capital growth.
Full details of the Company's investment policy can be found below, within the
Strategic Report.
FINANCIAL REVIEW
Ordinary Share Fund
12 Months to 12 Months to
28 February 28 February
2015 2014
Total return
Total return (£73,000) £199,000
Total return per ordinary share (1.5)p 4.2p
Revenue
Net loss after tax (£57,000) (£44,000)
Revenue return per ordinary share (1.2)p (0.9)p
Dividend
Recommended final dividend 5.25p 5.25p
As at As at
28 February 28 February
2015 2014
Assets (investments valued at bid
market prices)
Net assets £3,148,000 £4,512,000
Net asset value ("NAV") per ordinary 66.4p 95.2p
share
Mid market quotation
Ordinary shares 85.5p 85.5p
Premium/(discount) to NAV 28.8% (10.2)%
C Share Fund
12 Months to 12 Months to
28 February 28 February
2015 2014
Total return
Total return £61,000 £47,000
Total return per C share 3.1p 2.4p
Revenue
Net loss after tax (£23,000) (£25,000)
Revenue return per C share (1.2)p (1.3)p
Dividend
Recommended final dividend 4.5p 4.5p
As at As at
28 February 28 February
2015 2014
Assets (investments valued at bid
market prices)
Net assets £1,739,000 £1,765,000
NAV per C share 90.1p 91.4p
Mid market quotation
C shares 90.0p 90.0p
Discount to NAV (0.1)% (1.5)%
STRATEGIC REPORT
The Strategic Report has been prepared in accordance with the requirements of
Section 414A of the Companies Act 2006 (the "Act"). Its purpose is to inform
members of the Company and help them assess how the Directors have performed
their legal duty under Section 172 of the Act, to promote the success of the
Company.
CHAIRMAN'S STATEMENT
I am delighted to present your Company's results for the year ended 28 February
2015. The Investec Structured Products Calculus VCT plc is a tax efficient
listed company which aims to address shareholder needs for:
• attractive tax-free dividends;
• a clear strategy for returning capital;
• downside protection through the Structured Products portfolio and investment
in lower risk VCT qualifying companies with a high percentage of investments in
loan stock and preference shares; and
• low annual management fees.
The Company, which launched in March 2010, is a joint venture between Investec
Structured Products (part of Investec Plc) and Calculus Capital Limited, and
brings together both Managers' award winning expertise in their respective
fields of Structured Products and venture capital.
The majority of investments are in qualifying growth companies of which only a
proportion can be invested in loan stocks and redeemable preference shares
which generate an income. The remainder of the investments are in Structured
Products which do not provide income but generate a capital return.
Consequently, the Company has shown a negative revenue return and a positive
capital return.
The net asset value per ordinary share was 66.4 pence as at 28 February 2015
compared to 95.2 pence as at 28 February 2014. This is after paying a dividend
to ordinary shareholders in July 2014 of 5.25 pence per share and a special
dividend of 22.0 pence per share in November 2014, bringing the total
cumulative shareholder value to 109.4 pence per ordinary share.
The net asset value per C share was 90.1 pence as at 28 February 2015 compared
to 91.4 pence as at 28 February 2014. This is after paying a dividend to C
shareholders in 2014 of 4.5 pence per share, bringing total cumulative
shareholder value to 103.6 pence per C share.
The net asset values have subsequently decreased to 64.9 pence per ordinary
share and 88.2 pence per C share as at 30 April 2015.
Structured Products Portfolio
Our non-Qualifying Investments are managed by Investec Structured Products. As
at 28 February 2015, both the Ordinary Share Fund and the C Share Fund held a
portfolio of one Structured Product each based on the FTSE 100 Index. The
products differ by duration and counterparty in order to minimise risk and
create a diversified portfolio of investments. Up to 20 per cent. of the
Structured Products portfolio of the C Share Fund will be able to be invested
in other indices besides the FTSE 100 Index.
The Structured Products portfolio continues to perform well. As at 30 April
2015, the FTSE 100 was trading at 6,690.63. This means that while the level of
the FTSE 100 will change, if the Structured Products in both the Ordinary Share
Fund and C Share Fund were to mature at this level, they would yield the
maximum payoff for investors in each share fund.
Venture Capital Investments
Calculus Capital manages the portfolio of VCT Qualifying Investments made by
the Company. During the year, no new Qualifying Investments were made. The
Ordinary Share Fund redeemed £150,000 loan stock in MicroEnergy in March 2014,
£210,000 in Tollan Energy in July 2014 and £100,000 in Metropolitan in February
2015. The C Share Fund redeemed £45,000 loan stock in Terrain Energy in January
2015 and £50,000 in Metropolitan in February 2015.
An analysis of the Qualifying Investments can be found in the Investment
Manager's Review that follows this Statement.
2015 Final Dividend
In line with our aim to provide a regular tax-free dividend stream, the
Directors are pleased to propose a final dividend of 5.25 pence per ordinary
share and 4.5 pence per C share which, subject to shareholder approval, will be
paid on 29 July 2015 to shareholders on the register on 26 June 2015. This will
take cumulative dividends paid to 48.25 pence per Ordinary share and 18 pence
per C Share.
Interim Return on Ordinary Shares
Within the Company's original subscription documents dated 3 March 2010, it was
stated that the Company's aim with regard to the Ordinary shares was to provide
investment returns which would allow the Company to provide an interim return
of at least 70p per Ordinary share by 14 December 2015. In November 2014 the
Company paid a special dividend of 22 pence per share, which in addition to the
final dividends paid to date brings the total return to 43 pence per share. As
disclosed above the board have proposed a final dividend for 2015 of 5.25 pence
per share. At this stage the Board anticipates being in a position to pay a
further 21.75 pence to Ordinary shareholders by 14 December 2015 in order to
meet the target interim return.
Annual General Meeting
We hope that as many shareholders as possible will attend the Company's Annual
General Meeting, which will be held at 11.00 am on Tuesday, 21 July 2015 at the
offices of Investec Structured Products, 2 Gresham Street, London, EC2V 7QP.
Outlook
We believe that the Company's strategy, in respect of both its Structured
Products portfolio and Qualifying Investments portfolio, is proving effective.
The success of the Structured Products portfolio, thus far, has provided the
basis for tax-free dividend returns to shareholders whilst enabling the
construction of a portfolio of Qualifying Investments to generate longer-term
returns. The Company achieved its required level of being greater than 70 per
cent. invested in Qualifying Investments by 28 February 2014 and has remained
above this level thereafter. The level at 28 February 2015 was 82.6 per cent.
This calculation covers both the Ordinary Share Fund and the C Share Fund but
is calculated for the Company as a whole. The rate of investment in new
Qualifying Investments is, therefore, likely to lessen going forward.
We are in an environment of good economic performance albeit with continued
uncertainty in the Eurozone. The economic background is, therefore, more
supportive for an uplift in value over time in the qualifying portfolio than it
has been hitherto. We believe the portfolio is well placed to take advantage of
the recovery going forward. The Investment Manager's 'hands on' style should
also help to develop and, in some cases, protect value and contribute to the
delivery of future returns to shareholders.
Michael O'Higgins
Chairman
12 June 2015
INVESTMENT MANAGER'S REVIEW
(Qualifying Investments)
Investec Structured Products Calculus VCT plc - Investment Manager's Report
Calculus Capital Limited manages the portfolio of Qualifying Investments made
by the Company. To maintain its qualifying status as a Venture Capital Trust,
the Company needed to be greater than 70 per cent. invested in Qualifying
Investments by the end of the relevant third accounting period and to maintain
it thereafter. At 28 February 2015, the qualifying percentage for the Company
was 82.6 per cent.
During the year under review, the Company made no new Qualifying Investments.
The qualifying portfolio showed an increase in value of 2.5 per cent in the
year to 28 February 2015 on a like-for-like basis.
AnTech Limited ("Antech") - Ordinary share portfolio
AnTech is a specialist engineering design and manufacturing company providing a
range of electro-mechanical products to the upstream oil and gas industry.
Founded in 1994, AnTech consists of two divisions:
* Products division which supplies proprietary products for a range of well
site applications (including coiled tubing, completion equipment, wireline,
drilling and monitoring) worldwide to oil and gas services companies; and
* Coiled Tubing Drilling ("CTD") Services division which has developed two
innovative and proprietary drilling tool strings. Utilising Directional CTD
technology, these enable faster, cost effective drilling with a low
environmental footprint and are particularly effective in maximising
returns from mature oil fields.
After significant testing, the first commercial use of this tool string with
Lunedin in France was successfully completed in H2 2014. Results exceeded
expectations and negotiations with Saudi Aramco continue (the world's largest
oil company) continue with a view to its use commercially in Saudi Arabia.
Following delivery of its first two CTD Services contracts, AnTech will be well
placed to develop as an international oil and gas services business with major
growth in the coming years. The current low oil price environment is expected
to have a mixed impact on the business: the growth rate of the Products
division has not yet, but may, slow whilst the CTD Services division, with its
emphasis on maximising returns from mature oil fields, is likely to be a
beneficiary.
Ordinary C
Share Share
2014 2013 Fund Fund
Latest Audited £m £m Investment Information £'000 £'000
Results
Year ended 31 Aug 31 Aug
Turnover 2.90 1.62 Total cost 270 -
Operating profit 0.46 0.18 Income recognised in 13 -
year/period
Net assets 5.9 5.17 Equity valuation 120 -
Loan stock valuation 150 -
Valuation basis: Earnings multiple Total valuation 270 -
Voting rights* 1.17% -
*Other funds managed by Calculus Capital have combined voting rights of
25.6 per cent.
Brigantes Energy Limited ("Brigantes") - Ordinary share portfolio
Brigantes and Corfe (details of which follow) were initially intended to be one
investment but were split for structural efficiency reasons. They were
originally each established to hold certain oil and gas exploration assets and
spun out from InfraStrata Plc.
Brigantes acquired an interest in InfraStrata's Northern Ireland exploration
assets. The company currently holds a 47.62 per cent. interest in the two
licences but this will reduce to 16.67 per cent. under current farm-out plans.
The latest mapping has identified a number of prospects at Sherwood, Collyhurst
and Carboniferous levels which indicate the un-risked prospective resource of
the licence to be as much as 450 million barrels of recoverable oil. Permission
for the licence partners to drill an exploration well has now been confirmed
under Permitted Development and all of the environmental approvals and permits
to drill have been received. The permitted window for activities on site is
between September 2015 and March 2016. It is proposed to drill the well
targeting the Woodburn prospect starting in October 2015.
Ordinary C
Share Share
2014 2013 Fund Fund
Latest Audited £m £m Investment Information £'000 £'000
Results
Year ended 31 Jul 31 Jul
Turnover 0.07 0.09 Total cost 127 -
Pre-tax loss 0.27 0.15 Income recognised in - -
year/period
Net assets 0.72 0.98 Equity valuation 254 -
Loan stock valuation - -
Valuation basis: Comparable companies, Total valuation 254 -
discounted
cash flow
Voting rights* 3.35% -
* Other funds managed by Calculus Capital have combined voting rights of 25.6
per cent.
Corfe Energy Limited ("Corfe") - Ordinary share portfolio
Corfe acquired an interest in InfraStrata's exploration assets in southern
England. Work is now underway in Houston on the reprocessing of a merged 3D
volume over the 98/11-3 "Coulter" Prospect, adjacent to Wytch Farm. It is
hoped this will confirm the high potential of this prospect and enable a
farm-out to get a well spudded before the current term of the licence expires
on 1 February 2016. Planning permission is in place for the California
Quarry-1 well on this prospect and it could be drilled from October 2015
onwards if a farmout is achieved. A well on either of these two prospects
would cause the P1918 licence, which contains both prospects, to be renewed for
a further 4-year period. The final processing of the new 3D volume over PEDL237
and PL090 has been received and preliminary interpretation by Corfe indicates
the presence of a number of closures at Sherwood Sandstone level, at least one
of which appears to have the potential for 30 million barrels of oil or
greater. The operator has yet to finish its interpretation. PEDL237 and PL090
cover an area of 311 square kilometres and are located in the productive Wessex
Basin which also includes the giant Wytch Farm oilfield. PEDL237, in which the
bulk of the main prospect lies, expires in June 2015 unless drilling is taking
place and discussions will be held with DECC to seek an extension of this
deadline.
Ordinary C
Share Share
2014 2013 Fund Fund
Latest Audited Results £m £m Investment £'000 £'000
Information
Year ended 31 Jul 31 Jul
Turnover 0.07 0.09 Total cost 76 -
Pre-tax loss 0.33 0.24 Income recognised in - -
year/period
Net assets 1.44 1.76 Equity valuation 152 -
Valuation basis: Comparable companies, Loan stock valuation - -
discounted
cash flow Total valuation 152 -
Voting rights* 2.0% -
*Other funds managed by Calculus Capital have combined voting rights of 27.3
per cent.
Dryden Human Capital Group Limited ("Dryden") - Ordinary and C share portfolio
Dryden is headquartered in the UK and specialises in the actuarial, insurance
and compliance recruitment sector across the UK, Europe and the Far East. The
group has been through a period of significant change in the year. The company
has appointed an Executive Chairman with extensive experience not only in
recruitment, but also in change management and business improvement. A
firm-wide recruitment and training programme is being initiated and new systems
and processes are being put in place for the business to leverage. After a
turbulent few years for the company, the business is now establishing a strong
platform for growth. The company remains subject to the close attention of
Calculus Capital during this period of transformational change.
Ordinary C
Share Share
2014 2013 Fund Fund
Latest Audited £m £m Investment Information £'000 £'000
Results
Year ended 31 Mar 31 Mar
Turnover 4.0 7.1 Total cost 100 -
Pre-tax loss 1.7 3.6 Income recognised in - -
year/period
Net (liabilities)/ (4.0) (2.3) Equity valuation 5 -
assets
Loan stock valuation - -
Valuation basis: Last price paid Total valuation 5 -
Voting rights* 0.25% -
*Other funds managed by Calculus Capital have combined voting rights of
1.9 per cent.
Hampshire Cosmetics Limited ("Hampshire") - Ordinary and C share portfolio
Founded in the 1970s, Hampshire is an established company which develops and
manufactures a comprehensive range of products covering fragrances, body
treatments, skincare and shampoos. The original investment was part of a
turnaround led by an experienced management buy-in team. This has progressed
well to date, with an improvement in revenue and profitability. In the year
ahead the key objectives for the business are to grow and further diversify the
revenue base. The company has identified additional opportunities for further
product diversification which will be implemented during the coming year.
Ordinary C
Share Share
2014 2013 Fund Fund
Latest Audited Results £m £m Investment Information £'000 £'000
Year ended 31 Dec 31 Dec
Turnover 26.0 24.1 Total cost 250 150
Pre tax profit 0.2 0.9 Income recognised in 12 8
year/period
Net assets 2.7 2.6 Equity valuation 137 56
Loan stock valuation 150 100
Valuation basis: Comparable companies Total valuation 287 156
and
transactions
Voting rights* 4.45% 1.81%
*Other funds managed by Calculus Capital have combined voting rights of 0.9
per cent.
Horizon Discovery Group Plc ("Horizon") - C share portfolio
Horizon 'IPOd' in 2014 at approximately double our investment cost one year
earlier. The Group has had a very successful start to the year including the
agreement to acquire Haplogen Genomics GmbH, ("Haplogen"), for an initial
consideration of £6.0m in cash and shares with further potential earn-out
payments up to £3.9m.
Since IPO, the Company have signed multiple deals across their whole offering,
most recently to act as a core facility to the Tri-Institutional Therapeutics
Discovery Institute ("TDI") and provide single/combination drug profiling
followed by confirmatory secondary assay services.
In March, Horizon was awarded up to £652k of funding under the Advanced
Manufacturing Supply Chain Initiative to expand its bioproduction research and
an additional £747k from the BBSRC and Innovate UK for this area.
The Group expects full year 2014 revenues to be ahead of consensus expectations
of £11.0 million by approximately 7%, representing growth in excess of 77% over
prior year (year ended 31 December 2013: £6.7 million).
Ordinary C
Share Share
2013 2012 Fund Fund
Latest Audited £m £m Investment Information £'000
Results £'000
Year ended 31 Dec 31 Dec
Turnover 6.65 3.86 Total cost - 50
Pre-tax loss 2.97 5.16 Income recognised in - -
year/period
Net assets 7.86 4.34 Equity valuation - 123
Loan stock valuation - -
Valuation basis: AIM listed Total valuation - 123
Voting rights* - 0.07%
*Other funds managed by Calculus Capital have combined voting rights of 0.7
per cent.
Human Race Group Limited ("Human Race") - Ordinary and C share portfolio
Human Race owns and operates over 60 events in triathlon, cycling, running,
duathlon, aquathlon, and open water swimming for over 90,000 participants of
all abilities and ages. This makes the business the largest owner and deliverer
of mass participation events in the UK. The portfolio of events includes the
London Winter Run, Windsor Triathlon, Wiggle Dragon Ride, Run or Dye series,
Tour de Yorkshire Ride (alongside ASO (owners of the Tour de France)),
Cycletta, the Eton Triathlon Super Sprints, Kingston Breakfast Run, and an
off-Road Winter Series.
A greater emphasis is being put on the larger flagship events likely to attract
maximum interest and drive growth through larger scale and profit. This is
bearing fruit with the launch of the London Winter Run - the largest inaugural
10k run ever in the UK with 14,000 entries in year one. A roll out of the
Winter Run concept is now planned throughout the UK and beyond. In addition, an
exciting partnership is being forged with ASO with a venture alongside the Tour
de Yorkshire (a pro ride over 3 days) and the acquisition of a smaller
established sportive called the Lionheart Ride. Other concepts are also being
looked at for 2016.
Ordinary C
Share Share
Latest Unaudited 2013 2012 Fund Fund
Results (group) £m £m Investment Information £'000 £'000
Year ended 31 Dec 31 Dec
Turnover 2.6 2.3 Total cost 300 150
Pre-tax loss 0.5 0.5 Income recognised in - -
year/period
Net assets 1.8 2.3 Equity valuation 100 50
Loan stock valuation 200 100
Valuation basis: Comparable Companies and
transactions Total valuation 300 150
Voting rights* 1.93% 0.97%
*Other funds managed by Calculus Capital have combined voting rights of 38.7
per cent.
Lime Technology Limited ("Lime Technology") - Ordinary share portfolio
2014 was a challenging year for low carbon-based building materials
manufacturer Lime Technology. Some management changes were implemented and a
new turnaround specialist was put in place. Since his appointment, costs have
been cut (including a renegotiation and reduction of rent), the sales force has
been strengthened, margins have increased and management are now in a better
position to bring the company into profitability in 2015. The company raised
new funds in February 2015 to fund operational improvements and working
capital. Since the year end, the loan facility has been renegotiated and a new
loan facility has been entered into. The company has met its first interest
obligation on the new loan.
Ordinary C
Share Share
2014 2013 Fund Fund
Latest Unaudited £'000 £'000 Investment information £'000 £'000
Results (group)
Year ended 31 Oct 31 Oct
Turnover 5.84 3.89 Total cost 307 -
Pre-tax loss 1.21 5.76 Income recognised in - -
year/period
Net assets (1.79) (0.83) Equity valuation 2 -
Loan stock valuation 188 -
Valuation basis: Cost Total valuation 189 -
Voting rights* 0.07% -
*Other funds managed by Calculus Capital have combined voting rights of 1.29
per cent.
Metropolitan Safe Custody Services Limited ("Metropolitan") - Ordinary and C
share portfolio
Metropolitan runs two safe custody sites, one in Knightsbridge, the other in
St. Johns Wood. These profitable, stable businesses serve several thousand
customers, providing access to the vaults seven days a week. During the year to
30 June 2014, the company launched a business (Metropolitan Gold) to facilitate
the buying of gold bars and coins via a partner. Metropolitan is undergoing an
extensive refurbishment programme and increasing capacity (storage, lock
facilities, entry systems, column spacing, decoration). Once this capex
programme is complete, maintenance capex only should be required for a number
of years. Additional opportunities are being considered to further expand the
brand's reach and grow sales. In February 2015, Metropolitan repaid the
Company's holding of loan notes (£100,000 in the Ordinary Share Fund and £
50,000 in the C Share Fund).
Ordinary C
Share Share
2014 2013 Fund Fund
Latest Audited £m £m Investment Information £'000 £'000
Results (1)
Year ended 30 Jun 30 Jun
Turnover 1.7 1.5 Total cost 90 40
Pre-tax profit 0.2 0.09 Income recognised in 9 4
year/period
Net assets 3.6 3.4 Equity valuation 148 66
Loan stock valuation - -
Valuation basis: Earnings multiple Total valuation 148 66
Voting rights (2) 2.23% 0.99%
1. In 13/14 Metropolitan changed its revenue recognition policy, all figures
are stated on the revised basis.
2. Other funds managed by Calculus Capital have combined voting rights of 38.9
per cent.
MicroEnergy Generation Services Limited ("MicroEnergy") - Ordinary share
portfolio
MicroEnergy owns and operates a fleet of 153 small onshore wind turbines (<5kW)
installed on farm land in East Anglia and Yorkshire. Revenues from the fleet of
turbines come from two sources, both of which are inflation protected, being
directly linked to RPI.
We believe an efficiency of 80-85% is achievable going forward as the 2014
average wind speed in the UK was lower than the 10-year average. In addition
the springs were changed on the 39 Huaying HY5 turbines in the fleet to improve
performance in October 2014. MicroEnergy paid back its loans totalling £220,000
of principal in February and March 2014.
The valuation has been increased slightly to reflect the lower discount rate
required by buyers of similar assets in a time of low interest rates and
inflation.
Ordinary C Share
Share Fund
2014 2013 Fund £'000
Latest Audited £m £m Investment Information £'000
Results
Year ended 31 Mar 31 Mar
Turnover 0.2 0.1 Total cost 150 -
Pre-tax loss 0.02 0.08 Income recognised in - -
year/period
Net assets 2.7 2.7 Equity valuation 138 -
Loan stock valuation - -
Valuation basis: Discounted cash flow Total valuation 138 -
Voting rights* 5.12% -
*Other funds managed by Calculus Capital have combined voting rights of
5.8 per cent.
Pico's Limited ("Benito's Hat") - C share portfolio
Benito's Hat is a Mexican themed, fast casual restaurant business with plans to
expand in central London. Offering tailor-made burritos, tacos, salads and a
range of specials, Benito's Hat provides an authentic experience and
high-quality food, at an affordable price point.
Since investment, the management team has been focused both on refining the
operational management of current sites and finding new sites for the business
to expand. The Company appointed Richard Baker as CEO in May 2014 having
previously held senior positions within Garfunkel's and TRG. Continued
operational improvements are visible in the financial results for the year to
date, with revenue continuing to grow across the existing estate and a focus on
cost control leading to improved conversion of revenue to profit throughout the
organisation.
The Company opened three new sites in the 12 months to February 2015 and has
signed leases on a further two sites due to open by summer 2015, taking the
total number of sites to nine (vs. four at initial investment).
Ordinary C
Share
2014 2013 Fund Share
Latest Audited Results £m £m Investment Information £'000 Fund
£'000
Year ended 27 Jul 27 Jul
Turnover 3.4 3.0 Total cost - 50
Pre-tax loss 0.7 0.1 Income recognised in - -
year/period
Net assets 3.0 2.1 Equity valuation - 64
Loan stock valuation - -
Valuation basis: Comparable companies & Total valuation - 64
transactions
Voting rights(1) - 0.92%
(1) Other funds managed by Calculus Capital have combined voting rights of
38.2 per cent.
Quai Administration Services Limited ("Quai") - C share portfolio
Quai is a Business Process Outsourcing provider to the high volume personal
savings industry.
Quai's proprietary technology platform provides automated trading and
administration, straight through processing, online web access and
multi-currency portfolio management services. It allows the company to
administer many thousands of individual savings plans at a fraction of the cost
incurred by established insurance companies and wealth managers, making it the
ideal outsourcing partner.
Recent legal and regulatory changes, such as auto-enrolment and the Retail
Distribution Review, are changing the way large insurers, banks and other
providers offer savings products to UK consumers. Mass distribution of
individual savings plans is pressuring providers into offering high-volume,
low-margin schemes. Established providers will be increasingly forced to choose
whether to build a bespoke in-house system, to administer mass-market products
or to outsource.
Shortly before the completion of the Calculus investment, Quai signed its
second major client, Carrington Carr, who joined PJ Milton on the Quai platform
in February 2014. Since completion, Quai has continued to develop its client
relationships, adding three further customers in addition to PJ Milton and
Carrington Carr.
In February 2015, the company raised £1 million of new funds to accelerate
development of the company's technology platform, to expand the sales and
marketing team and provide additional working capital for future growth.
Ordinary C
Share Share
2014 2013 (2) Fund Fund
Latest Results (1) £m Investment Information £'000 £'000
£m
Year ended 31 Oct 31 Oct
Turnover 0.7 0.4 Total cost - 150
Pre-tax loss 1.8 1.0 Income recognised in - -
year/period
Net assets 0.2 (1.5) Equity valuation - 150
Loan stock valuation - -
Valuation basis: Cost Total valuation - 150
Voting rights (3) - 2.75%
(1) audited
(2) unaudited
(3) Other funds managed by Calculus Capital have combined voting rights
of 45.6 per cent.
Scancell Holdings plc - C share portfolio
Recent laboratory trial data demonstrated that SCIB2 (Scancell's ImmunoBody®
vaccine in development for the treatment of lung, oesophageal, prostate and
other epithelial cancers) showed enhanced tumour reduction and significantly
longer survival times when used in combination with a CTLA-4 checkpoint
inhibitor (the first of which ipilimumab is marketed by Bristol Myers Squibb)
than when either treatment was used alone. This follows on from data released
at the end of last year demonstrating the synergistic benefit of combining
SCIB1 (Scancell's ImmunoBody® vaccine in clinical trials for the treatment of
melanoma) when combined with a PD-1 checkpoint inhibitor (the first of which
pembrolizumab, marketed by Merck, recently received FDA approval.)
Ongoing Phase 1/2 clinical trials of SCIB1 as a monotherapy continue to deliver
positive immune responses and encouraging survival data combined with low
toxicity. As an immunotherapy SCIB1 stimulates the bodies' own immune response
to cancer cells, whilst PD-1 blockade takes the breaks off immunosuppressive T
cells. Using a combination of therapies is increasingly regarded as the next
logical step for the treatment of melanoma.
The funds raised last year have allowed the Company to further develop its
Moditope® platform. The Moditope® platform works by stimulating the production
of killer CD4+ T cells that destroy tumours without toxicity. The first
Moditope product is being prepared for clinical trial and could have greater
efficacy in aggressive tumours, and greater potential than the ImmunoBody®
platform.
Ordinary C
Share Share
2014 2013 Fund Fund
Latest Audited Results £m £m Investment Information £'000 £'000
Year ended 30 Apr 30 Apr
Turnover - - Total cost - 100
Pre-tax loss 2.47 2.15 Income recognised in - -
year/period
Net assets 9.08 5.09 Equity valuation - 136
Loan stock valuation - -
Valuation basis: AIM listed Total valuation - 136
Voting rights* - 0.2%
*Other funds managed by Calculus Capital have combined voting rights of
15.8 per cent.
Terrain Energy Limited ("Terrain") - Ordinary and C share portfolio
Terrain has interests in nine petroleum licences: Keddington, Kirklington,
Dukes Wood and Burton on the Wolds in the East Midlands, Larne and an offshore
licence to the north of Larne in Northern Ireland, Brockham in Surrey and
Egmating and Starnberger See in Germany. Terrain is currently producing from
wells at Keddington and Brockham. On average, 70 barrels of oil per day (bopd)
and 40,000 standard cubic feet of gas per day are being produced (gross). The
company plans to drill an appraisal well at its Larne licence in 2015 and also
drill sidetracks to increase production at its producing assets. The company
has applied for another licence under the UK 14th Onshore licencing round.
Terrain continues to acquire data on its licences in Bavaria with the intention
to identify a potential drilling location for 2016. Although the oil price fell
substantially in 2014, capacity is disappearing from global oil supplies and we
believe the medium to longer term outlook is supportive. Opportunities for
acquiring interests at attractive prices in the current market may also exist.
Ordinary C
Share Share
2013 2012 Fund Fund
Latest Audited £m £m Investment Information £'000 £'000
Results
Year ended 31 Dec 31 Dec
Turnover 0.24 0.25 Total cost 100 50
Pre-tax loss 0.77 0.07 Income recognised in - 3
year/period
Net assets 7.17 3.37 Equity valuation 170 79
Valuation basis: Comparable companies, Loan stock valuation - -
discounted
cash flow Total valuation 170 79
Voting rights* 1.25% 0.58%
*Other funds managed by Calculus Capital have combined voting rights of
9.7 per cent.
The One Place Capital Limited ("Money Dashboard") - C share portfolio
Money Dashboard empowers consumers to take control of their finances. By using
Money Dashboard, consumers are able to view all of their internet enabled
current accounts, savings accounts and credit cards in one secure place,
providing the true view of their financial lives.
Calculus Capital initially invested in Money Dashboard in November 2013. Since
investment the Company has achieved a number of significant milestones. User
numbers have grown rapidly, the Company now has approximately 100,000 users; a
mobile application launched on the Apple App Store (IOS) and Google Play
(Android); a 'productised' version of the data insights offering has been
developed and branded "TrueView", sales of TrueView data contracts are gaining
traction with financial institutions; and Julian Pittam has been appointed as
Advisor to the Board, (pending formal appointment as a Non-Executive Director).
Julian was previously the MD of the financial data company, Data Explorers and
has significant experience of selling 'productised' data contracts.
Ordinary C
Share Share
2014 2013 Fund Fund
Latest Audited £m £m Investment Information £'000 £'000
Results
Year ended 30 April 30 April
Turnover 1.8 - Total cost - 127
Operating loss (1.4) (1.0) Income recognised in - -
year/period
Net assets 0.5 (0.2) Equity valuation - 127
Valuation basis: Cost Loan stock valuation - -
Total valuation - 127
Voting rights* - 1.4%
*Other funds managed by Calculus Capital have combined voting rights of
35.3 per cent.
Tollan Energy Limited ("Tollan") - Ordinary share portfolio
Tollan has been set up to generate electricity from renewable micro-generation
facilities. Tollan acquired a portfolio of installed solar PV panels. These are
installed on residential and commercial roofs in the Belfast area and benefit
from Northern Ireland Renewable Obligation Certificates ("NIROCs"). The systems
are provided at no cost to the homeowners. Tollan's revenues come from two
sources, both of which are inflation protected, being directly linked to RPI.
Firstly, there is the Government backed NIROC for every unit of electricity
generated. Under the current NIROC regime, solar installations of less than
50kW per site receive 4 NIROCs per megawatt of electricity generated indexed
for 20 years. Secondly, there is the export tariff for any surplus electricity
not used by the homeowner that is exported to the grid. The company has
completed its installation programme and has 332 solar PV systems installed in
Northern Ireland. A change in the developer/maintenance provider has raised
some issues which are being addressed.
No Ordinary C
results Share Share
2014 available Fund Fund
Last Unaudited Results £m for 2013 Investment Information £'000 £'000
Year ended*
Turnover 0.02 Total cost 150 -
Pre-tax loss 0.15 Income recognised in 9 -
year/period
Net assets 2.20 Equity valuation 150 -
Valuation basis: Cost Loan stock valuation - -
Total valuation 150 -
Voting rights* 6.4% -
*December 2013 to March 2014.
Venn Life Science Holdings plc ("Venn") - Ordinary and C share portfolio
Venn's immediate objective is the consolidation of a number of small European
CROs to build a mid-sized CRO focused on the European market, offering clients
a full service, multi-centred capability in Phase II-IV trials across a range
of principal disease areas. To support such inorganic growth, since the year
end, the company successfully raised £2m in a public placing in March 2015.
Recent international acquisitions and subsequent integrations in Germany,
Northern Ireland and France have now begun driving high-value contract wins. In
early 2015 the company announced the signing of new contracts, worth over €
4.1m, with a leading US based Biotechnology client; an extension of an existing
contract worth €2.7m. Earlier in 2014, following the acquisition of a French
CRO, a major contract worth over €2.4m was signed to conduct an international
study into an innovative new heart treatment.
To further extend the business, Venn has established an innovation division -
Innovenn - focused primarily on breakthrough development opportunities in Skin
Science. A recent €800k investment into Innovenn leaves the division suitably
funded to deliver on the full potential of the technology portfolio.
Ordinary C
Share Share
Latest Audited 2014 2013 Fund Fund
Results (group) £m £m Investment Information £'000
£
'000
Year ended 6 months Sep
to June
Sales 1.51 2.04 Total cost 120 80
Pre-tax loss 0.99 1.82 Income recognised in year/ - -
period
Net assets 1.77 0.72 Equity valuation 88 59
Loan stock valuation - -
Valuation basis: AIM listed Total valuation 88 59
Voting rights* 1.4% 0.9%
*Other funds managed by Calculus Capital have combined voting rights of 6.5
per cent.
Developments since the year end
In May 2015, the Ordinary share portfolio realised its holding in Venn, raising
£80,000. Also in May 2015, Lime Technology redeemed half its qualifying loan
stock and in June 2015 Hampshire Cosmetics repaid its loans on the ordinary
share portfolio, raising a total of £275,000. These realisation proceeds will
go towards meeting the target interim return of 70 pence per share by 14
December 2015.
Other than as disclosed above there have been no developments since the year
end.
Calculus Capital Limited
12 June 2015
Investment Manager's Review
(Structured Products)
Our non-Qualifying Investments are managed by Investec Structured Products. As
at the date of this report, the Company held a portfolio of Structured Products
based on the FTSE 100 Index.
In line with the Company's strategy set out in the original offer documents,
part of the initial cash raised has been used to build a portfolio of
Structured Products. The portfolio of Structured Products was constructed with
different issuers and differing maturity periods to minimise risk and create a
diversified portfolio. The majority of this portfolio has now reached full term
and paid a positive return, with all products which have reached full term
paying their maximum return. The recent changes are listed below.
In the Ordinary Share Fund, the remaining Abbey National product and the RBS
product were sold early (6 November 2014) in order for the gains to be
distributed back to investors by way of a special dividend, whilst the VCT
maintained its qualifying status. The only Structured Product left in the
portfolio is with Investec and is due to mature in November 2015.
The C Share Fund retained the one product left in its portfolio, which is due
to mature in 2017; the strike of this is 5,246.99.
The continued strong performance of the FTSE 100 has supported valuations in
the Structured Products portfolio. The FTSE 100 has remained above all of the
products' strike levels. As at 28 February 2015, the FTSE 100 was at 6946.66.
Over the past year, 5 year swap rates have decreased slightly and volatility
has remained low, as the UK economic recovery continues to be slow as a whole.
No new investments were made in Structured Products during the period.
The Structured Products will achieve their target return subject to the Final
Index Level of the FTSE 100 being higher than the Initial Index Level. The
capital is at risk on a one-for-one basis ("CAR") if the FTSE 100 Index falls
more than 50 per cent at any time during the investment term and fails to fully
recover at maturity such that the Final Index Level is below the Initial Index
Level. As at 28 February 2015, the following investments had been made in
Structured Products:
Ordinary Share Fund:
FTSE 100
Initial Price as at
Index Notional Purchase 28 February Maturity Return/Capital at
Issuer Strike Level Investment Price 2015 Date Risk (CAR)
Date
Investec Bank 14/05/2010 5,262.85 £500,000 £0.98 £1.817466 19/11/2015 185% if FTSE 100
plc higher*; CAR if FTSE
100 falls more than
50%
Matured/sold
FTSE 100
Initial
Index Price at Maturity
Level at Notional Purchase Maturity/ Date/Date Return/Capital at
Issuer Strike Maturity Investment Price Sale Sold Risk (CAR)
Date
HSBC Bank plc 01/07/2010 4,805.75 £500,000 £1.00 Returned £ 06/07/2012 125.1% if FTSE 100
1.2510 higher*; CAR if FTSE
100 falls more than
50%
The Royal Bank 18/03/2011 5,718.13 £50,000 £1.00 Returned £ 19/03/2012 Autocallable 10.5%
of Scotland 1.1050 p.a.; CAR if FTSE 100
plc falls more than 50%
Nomura Bank 28/05/2010 5,188.43 £350,000 £0.98 Sold at £ 30/03/2012 137% if FTSE 100
International* 1.2625 higher*; CAR if FTSE
* 100 falls more than
50%
Morgan Stanley 10/06/2010 5,132.50 £500,000 £1.00 Sold at £ 31/10/2012 134% if FTSE 100
International 1.3224 higher*; CAR if FTSE
100 falls more than
50%
Abbey National 03/08/2011 5,584.51 £50,000 £1.00 Sold at £ 21/06/2013 126% if FTSE 100
Treasury 1.1900 higher*; CAR if FTSE
Services 100 falls more than
50%
The Royal Bank 05/05/2010 5,341.93 £275,000 £0.96 Sold at 06/11/2014 162.5% if FTSE 100
of Scotland £1.6057 higher*; CAR if FTSE
plc 100 falls more than
50%
Abbey National 25/05/2010 4,940.68 £350,000 £0.99 Sold at 06/11/2014 185% if FTSE 100
Treasury £1.7920 higher*; CAR if FTSE
Services 100 falls more than
50%
The total valuation of the amount invested in Structured Products in the
Ordinary Share Fund as at 28 February 2015 was £908,733.
C Share Fund:
FTSE 100 Price as at
Initial 28 February
Index Notional Purchase 2015 Maturity Return/Capital at
Issuer Strike Level Investment Price Date Risk (CAR)
Date
Investec Bank 05/08/2011 5,246.99 £328,000 £1.00 £1.640333 10/03/2017 182% if FTSE 100
plc higher*; CAR if FTSE
100 falls more than
50%
Matured
Issuer Strike FTSE 100 Notional Purchase Price at Maturity Return/Capital at
Date Initial Investment Price Maturity Date Risk (CAR)
Index
Level at
Maturity
The Royal Bank 18/03/2011 5,718.13 £200,000 £1.00 Returned £ 19/03/2012 Autocallable 10.5%
of Scotland 1.1050 p.a.; CAR if FTSE
plc 100 falls more than
50%
Nomura Bank 28/05/2010 5,188.43 £350,000 £1.2625 Returned £ 20/02/2013 137% if FTSE 100
International* 1.3700 higher*; CAR if FTSE
* 100 falls more than
50%
Abbey National 03/08/2011 5,584.51 £200,000 £1.00 Returned 05/02/2014 126% if FTSE 100
Treasury £1.2600 higher*; CAR if FTSE
Services 100 falls more than
50%
The total valuation of the amount invested in Structured Products in the C
Share Fund as at 28 February 2015 was £538,029.
* The Final Index Level is calculated using 'averaging', meaning that the
average of the closing levels of the FTSE 100 is taken on each Business Day
over the last 2-6 months of the Structured Product plan term (the length of the
averaging period differs for each plan). The use of averaging to calculate the
return can reduce adverse effects of a falling market or sudden market falls
shortly before maturity. Equally, it can reduce the benefits of an increasing
market or sudden market rises shortly before maturity.
** The Nomura Structured Product was sold prior to maturity with a return on
initial investment of 28.8 per cent. This was sold to the C Share Fund.
Investec Structured Products
12 June 2015
INVESTMENT PORTFOLIO
AS AT 28 FEBRUARY 2015
Ordinary Share Fund
Net Assets % of Net Assets
Structured Products 29%
Unquoted - loan stock 22%
Quoted - ordinary and preference 3%
shares
Unquoted - ordinary and preference 43%
shares
Unquoted - other non-Qualifying 0%
investments
Net current assets 3%
100%
Sector % of Portfolio
Structured Products 30%
Quoted - Qualifying Investments 3%
Unquoted - Qualifying Investments 67%
Unquoted - other non-Qualifying 0%
Investments
100%
Nature of Book Cost Valuation % of Net % of
Company Business £'000 £'000 Assets Portfolio
Structured Products
Investec Bank plc Banking 490 909 29% 30%
Total Structured
Products 490 909 29% 30%
Quoted Qualifying
Investments
Venn Life Sciences
Holdings plc Clinical 120 88 3% 3%
research
Total Quoted
Qualifying 120 88 3% 3%
Investments
Unquoted Qualifying
Investments
Human Race Group
Limited Leisure 300 300 9% 9%
Hampshire Cosmetics
Limited Cosmetics 250 287 9% 9%
AnTech Limited Oil services 270 270 9% 9%
Brigantes Energy Oil and gas
Limited exploration and
production 127 254 8% 8%
Lime Technology Construction 307 189 6% 6%
Limited
Terrain Energy Onshore oil and
Limited gas production 100 170 5% 6%
Corfe Energy Limited Oil and gas
exploration and
production 76 152 5% 5%
Tollan Energy Energy 150 150 5% 5%
Limited
Metropolitan Safe Safe depository
Custody Limited services 90 148 5% 5%
MicroEnergy
Generation Services Energy 150 138 4% 5%
Limited
Dryden Human Capital
Group Limited Human resources 100 5 - -
Heritage House Publishing and
Limited media services 125 - - -
Secure Electrans E-commerce
Limited security 112 - - -
Total Unquoted
Qualifying 2,157 2,063 65% 67%
Investments
Total Qualifying
Investments 2,277 2,151 68% 70%
Other non-Qualifying
Investments
Aberdeen Sterling
Liquidity Fund Liquidity fund 1 1 - -
Total Other
non-Qualifying 1 1 - -
Investments
Total Investments 2,768 3,061 97% 100%
Net Current
Liabilities less
Creditors due after 87 3%
one year
Net Assets 3,148 100%
C Share Fund
Net Assets % of Net Assets
Structured Products 31%
Unquoted - loan stock 12%
Quoted - ordinary and preference 18%
shares
Unquoted - ordinary and preference 34%
shares
Unquoted - other non-Qualifying 0%
investments
Net current assets 5%
100%
Sector % of Portfolio
Structured Products 33%
Quoted - Qualifying Investments 19%
Unquoted - Qualifying Investments 48%
Unquoted - other non-Qualifying 0%
Investments
100%
Nature of Book Cost Valuation % of % of
Net
Company Business £'000 £'000 Assets Portfolio
Structured Products
Investec Bank plc Banking 328 538 31% 33%
Total Structured
Products 328 538 31% 33%
Quoted Qualifying
Investments
Scancell Holdings Plc Biotech 100 136 8% 8%
Horizon Discovery
Group plc Biotechnology 50 123 7% 7%
Venn Life Sciences
Holdings plc Clinical 80 59 3% 4%
research
Total Quoted
Qualifying 230 318 18% 19%
Investments
Unquoted Qualifying
Investments
Hampshire Cosmetics
Limited Cosmetics 150 156 9% 9%
Quai Administration
Services Limited Technology 150 150 9% 9%
Human Race Group
Limited Leisure 150 150 9% 9%
The One Place Capital
Limited Personal 127 127 7% 8%
finance
Terrain Energy Onshore oil
Limited and gas 50 79 4% 5%
production
Metropolitan Safe Safe
Custody Limited depository 40 66 4% 4%
services
Pico's Limited Leisure 50 64 4% 4%
Heritage House Publishing and
Limited media services 63 - - -
Secure Electrans E-commerce
Limited security 75 - - -
Total Unquoted
Qualifying 855 792 46% 48%
Investments
Total Qualifying
Investments 1,085 1,110 64% 67%
Other non-Qualifying
Investments
Aberdeen Sterling
Liquidity Fund Liquidity fund 1 1 - -
Total Other
non-Qualifying 1 1 - -
Investments
Total Investments 1,414 1,649 95% 100%
Net Current Assets
less Creditors due
after one year 90 5%
1,739 100%
Net Assets
OTHER STATUTORY INFORMATION
Company Activities and Status
The Company is registered as a public limited company and incorporated in
England and Wales with registration number 07142153. Its shares have a premium
listing and are traded on the London Stock Exchange.
On incorporation, the Company was an investment company under section 833 of
the Companies Act 2006. On 18 May 2011, investment company status was revoked
by the Company. This was done in order to allow the Company to pay dividends to
shareholders using the special reserve (a distributable capital reserve), which
had been created on the cancellation of the share premium account on 20 October
2010.
Company Strategy, Objectives and Business Model
The Company's business model is to conduct business as a venture capital trust
("VCT"). Company affairs are conducted in a manner to satisfy the conditions to
enable it to obtain approval as a VCT under sections 258-332 of the Income Tax
Act 2007 ("ITA 2007").
The Company's principal objectives for investors are to:
* invest in a portfolio of Venture Capital Investments and Structured
Products that will provide investment returns that are sufficient to allow
the Company to maximise annual dividends and pay an interim return either
by way of a special dividend or cash offer for shares on or before an
interim return date;
* generate sufficient returns from a portfolio of Venture Capital Investments
that will provide attractive long-term returns within a tax efficient
vehicle beyond an interim return date;
* review the appropriate level of dividends annually to take account of
investment returns achieved and future prospects; and
* maintain VCT status to enable qualifying investors to retain their income
tax relief of up to 30 per cent. on the initial investment and receive
tax-free dividends and capital growth.
Investment policy
It is intended that approximately 75 per cent. of the monies raised by the
Company will be invested within 60 days in a portfolio of Structured Products.
The balance will be used to meet initial costs and invested in cash or near
cash assets (as directed by the Board) and will be available to invest in
Venture Capital Investments and to fund ongoing expenses.
In order to qualify as a VCT, at least 70 per cent. of the Company's assets
must be invested in Venture Capital Investments within approximately three
years. Thus there will be a phased reduction in the Structured Products
portfolio and corresponding build up in the portfolio of Venture Capital
Investments to achieve and maintain this 70 per cent. threshold along the lines
set out in the table below:
Ave
Average Exposure per Year 1 Year 2 Year 3 Year 4 Year 5 Year
Year 6+
Structured Products and 85% 75% 35% 25% 25% 0%
cash/near cash
Venture Capital 15% 25% 65% 75% 75% 100%
Investments
Note: the investment allocation set out above is only an estimate and the
actual allocation will depend on market conditions, the level of opportunities
and the comparative rates of returns available from Venture Capital Investments
and Structured Products.
The combination of Venture Capital Investments and the Structured Products will
be designed to produce ongoing capital gains and income that will be sufficient
to maximise both annual dividends for the first five years from funds being
raised and an interim return by an interim return date by way of a special
dividend or cash tender offer for shares. After the interim return date, unless
Investec Structured Products are requested to make further investments in
Structured Products, the relevant fund will be left with a portfolio of Venture
Capital Investments managed by Calculus Capital with a view to maximising
long-term returns. Such returns will then be dependent, both in terms of amount
and timing, on the performance of the Venture Capital Investments, but with the
intention to source exits as soon as possible.
The portfolio of Structured Products will be constructed with different issuers
and differing maturity periods to minimise risk and create a diversified
portfolio. The Structured Products may also be collateralised whereby notes are
issued by one issuer (such as Investec Bank plc) but with the underlying
investment risk being linked to more than one issuer (as approved by the Board)
reducing insolvency risks, creating diversity and potentially increasing
returns for shareholders. If the Company invests in a collateralised Structured
Product, the amount of the exposure to an underlying issuer will be taken into
account when reviewing investments for diversification. The maximum exposure to
any one issuer (or underlying issuer) will be limited, in aggregate, to 15 per
cent. of the assets of the Company at the time of investment. Structured
Products can and may be sold before their maturity date if required for the
purposes of making Venture Capital Investments and Investec Structured Products
have agreed to make a market in the Structured Products, should this be
required by the Company.
The intention for the portfolio of Venture Capital Investments is to build a
diverse portfolio of primarily established unquoted companies across different
industries. In order to generate income and where it is felt it would enhance
shareholder return, investments may be structured to include loan stock and/or
redeemable preference shares as well as ordinary equity. It is intended that
the amount invested in any one sector and any one company will be no more than
approximately 20 per cent. and 10 per cent. respectively of the Venture Capital
Investments portfolio (in both cases at the date of the investment).
The Board and its Managers review the portfolio of investments on a regular
basis to assess asset allocation and the need to realise investments to meet
the Company's objectives or maintain VCT status. Where investment opportunities
arise in one asset class which conflicts with assets held or opportunities in
another asset class, the Board will make the investment/divestment decision.
Under its Articles, the Company has the ability to borrow a maximum amount
equal to 25 per cent. of the gross assets of the Company. The Board will
consider borrowing if it is in the shareholders' interests to do so. In
particular, because the Board intends to minimise cash balances, the Company
may borrow on a short-term to medium-term basis (in particular, against
Structured Products) for cashflow purposes and to facilitate the payment of
dividends and expenses in the early years.
The Company will not vary the investment objective or the investment policy, to
any material extent, without the approval of shareholders. The Company intends
to be a generalist VCT investing in a wide range of sectors.
Risk diversification
The Board controls the overall risk of the Company. Calculus Capital will
ensure the Company has exposure to a diversified range of Venture Capital
Investments from different sectors. Investec Structured Products will ensure
the Company has exposure to a diversified range of Structured Products. The
Board believes that investment in these two asset classes provides further
diversification.
Co-investment policy
Calculus Capital has a co-investment policy between its various funds whereby
investment allocations are generally offered to each party in proportion to
their respective funds available for investment, subject to: (i) a priority
being given to any of the funds in order to maintain their tax status; (ii) the
time horizon of the investment opportunity being compatible with the exit
strategy of each fund; and (iii) the risk/reward profile of the investment
opportunity being compatible with the target return for each fund. The terms of
the investments may differ between the parties. In the event of any conflicts
between the parties, the issues will be resolved at the discretion of the
independent Directors, designated members and committees. It is not intended
that the Company will co-invest with directors or members of the Calculus
Capital management team (including family members).
In respect of the Venture Capital Investments, funds attributable to separate
share classes will co-invest (i.e. pro rata allocation per fund, unless one of
the funds has a pre-existing investment where the incumbent fund will have
priority, or as otherwise approved by the Board). Any potential conflict of
interest arising will be resolved on a basis which the Board believes to be
equitable and in the best interests of all shareholders. A co-investment policy
is not considered necessary for the Structured Products.
Policy on Qualifying Investments
Calculus Capital follows a disciplined investment approach which focuses on
investing in more mature unquoted companies where the risk of capital loss is
reduced and prospects for exit enhanced, typically by the cash generative
characteristics and/or strong asset bases of the investee companies. Calculus
Capital, therefore, intends to:
• invest in a diversified portfolio from a range of different sectors;
• focus on companies which are cash generative and/or with a strong asset base;
• structure investments to include loans and preference shares where it is felt
this would enhance shareholder return;
• invest in companies which operate in sectors with a high degree of
predictability and a defensible market position; and
• invest in companies which can benefit both from the capital provided by
Calculus Capital but also from the many years of operating and financial
experience of the Calculus Capital team.
It is intended that the Venture Capital Investments portfolio will be spread
across a number of investments and the amount invested in any one sector and
any one company will be no more than approximately 20 per cent. and 10 per
cent. respectively (in both cases at the date of investment).
VCT regulation
The Company's investment policy is designed to ensure that it will meet, and
continue to meet, the requirements for approved VCT status from HM Revenue &
Customs. Amongst other conditions, the Company may not invest more than 15 per
cent. (by value at the time of investment) of its investments in a single
company and must have at least 70 per cent. by value of its investments
throughout the period in shares or securities in qualifying holdings, of which
30 per cent. by value must be ordinary shares which carry no preferential
rights ("eligible shares"). For funds raised from 6 April 2011, the requirement
for 30 per cent. to be invested in eligible shares was increased to 70 per
cent.
Performance
The Board reviews performance by reference to a number of key performance
indicators ("KPIs") and considers that the most relevant KPIs are those that
communicate the financial performance and strength of the Company as a whole,
being;
- total return per share
- net asset value per share
- share price and discount/premium to net asset value
The financial performance of the Company is set out below:
Year Ended Year Ended
28 February 2015 28 February
2014
Ordinary Share Fund
Fair value portfolio valuation £3.1m £4.6m
Total return after tax (£73,000) £199,000
Total return per ordinary share (1.5)p 4.2p
NAV per ordinary share 66.4p 95.2p
Ordinary share price 85.5p 85.5p
Ordinary share price premium/
(discount) to NAV 28.8% (10.2)%
C Share Fund
Fair value portfolio valuation £1.6m £1.6m
Total return after tax £61,000 £47,000
Total return per C share 3.1p 2.4p
NAV per C share 90.1p 91.4p
C share price 90.0p 90.0p
C share price discount to NAV (0.1)% (1.5)%
Further KPIs are those which show the Company's position in relation to the VCT
tests which it is required to meet in order to meet and maintain its VCT
status. A summary of these tests are set out below. The Company has received
approval as a VCT from HM Revenue & Customs.
To maintain its qualifying status as a Venture Capital Trust, the Company as a
whole needs to be at least 70 per cent. invested in Qualifying Investments by
the end of the relevant third accounting period, being February 2013. At 28
February 2015, the qualifying percentage for the Company was 86 per cent.
Principal Risks and Uncertainties Facing the Company
The Company is exposed to a variety of risks. The principal financial risks and
the Company's policies for managing these risks and the policy and practice
with regard to financial instruments are summarised in note 15 to the Accounts.
The Board has also identified the following additional risks and uncertainties:
Loss of approval as a venture capital trust and other regulatory breaches
The Company has received approval as a VCT under ITA 2007. Failure to meet and
maintain the qualifying requirements for VCT status could result in the loss of
tax reliefs previously obtained, resulting in adverse tax consequences for
investors, including a requirement to repay the income tax relief obtained, and
could also cause the Company to lose its exemption from corporation tax on
chargeable gains.
The Board receives regular updates from the Managers and financial information
is produced on a monthly basis. The Board has appointed an independent adviser
to monitor and advise on the Company's compliance with the VCT rules.
The Company is subject to compliance with the Companies Act 2006, the rules of
the UK Listing Authority and ITA 2007. A breach of any of these could lead to
suspension of the listing of the Company's shares on the London Stock Exchange
and/or financial penalties, with the resulting reputational implications.
Venture Capital Investments
There are restrictions regarding the type of companies in which the Company may
invest and there is no guarantee that suitable investment opportunities will be
identified.
Investment in unquoted companies and AIM-traded companies involves a higher
degree of risk than investment in companies traded on the main market of the
London Stock Exchange. These companies may not be freely marketable and
realisations of such investments can be difficult and can take a considerable
amount of time. There may also be constraints imposed upon the Company with
respect to realisations in order to maintain its VCT status which may restrict
the Company's ability to obtain the maximum value from its investments.
Calculus Capital has been appointed to manage the Qualifying Investments
portfolio, and has extensive experience of investing in this type of
investment. Regular reports are provided to the Board.
Risks attaching to investment in Structured Products
Structured Products are subject to market fluctuations and the Company may lose
some or all of its investment. In the event of a long-term decline in the FTSE
100 Index, or, in the case of the C Share Fund, in such other index as this
fund may be invested, there will be no gains from the Structured Products. In
the event of a fall in the relevant index of more than 50 per cent. at any time
during the Structured Product term, and where the Final Index Level is below
the Initial Index Level, there will be losses on the Structured Products.
There may not be a liquid market in the Structured Products and there may never
be two competitive market makers, making it difficult for the Company to
realise its investment. Risk is increased further where there is a single
market maker who is also the issuer of the Structured Product. Investec
Structured Products has agreed to make a market in the Structured Products,
should this be required by the Company.
Factors which may influence the market value of Structured Products include
interest rates, changes in the method of calculating the relevant underlying
index from time to time and market expectations regarding the future
performance of the relevant underlying index, its composition and such
Structured Products.
Investec Structured Products has been appointed to manage the Structured
Products portfolio for its expertise in these types of financial products.
Restrictions have been agreed with Investec Structured Products relating to
approved counterparties and maximum exposure to any one counterparty.
Liquidity/marketability risk
Due to the holding period required to maintain up-front tax reliefs, there is a
limited secondary market for VCT shares and investors may therefore find it
difficult to realise their investments. As a result, the market price of the
shares may not fully reflect, and will tend to be at a discount to, the
underlying net asset value. The level of discount may also be exacerbated by
the availability of income tax relief on the issue of new VCT shares. The Board
recognises this difficulty, and has taken powers to buy back shares, which
could be used to enable investors to realise investments.
Changes to legislation/taxation
Changes in legislation or tax rates concerning VCTs in general, and Venture
Capital Investments and qualifying trades in particular, may limit the number
of new Venture Capital Investment opportunities, and thereby adversely affect
the ability of the Company to achieve or maintain VCT status, and/or reduce the
level of returns which would otherwise have been achievable.
Engagement of third party advisers
The Company has no employees and relies on services provided by third parties.
The Board has appointed Calculus Capital as Investment Manager of the
Qualifying Investments portfolio and Investec Structured Products as Investment
Manager of the Structured Products portfolio. Capita Sinclair Henderson Limited
provides administration, accounting and company secretarial services, and
Investec Wealth & Investments acts as custodian.
C shares versus ordinary shares
The assets relating to the C shares are managed and accounted for separately
from the assets attributable to the ordinary shares. However, a number of
company regulations and VCT requirements are assessed at company level and,
therefore, the performance of one fund may impact adversely on the other. The
Board monitors both the performance of each separate fund as well as
requirements at a company level to reduce the risk of this occurring.
Employees, Environmental, Human rights and Community Issues
The Company has no employees and the Board is comprised entirely of
non-executive Directors. Day-to-day management of the Company's business is
delegated to the Investment Managers (details of the respective management
agreements are set out in the Directors' Report) and the Company itself has no
environmental, human rights, or community policies. In carrying out its
activities and in relationships with suppliers, the Company aims to conduct
itself responsibly, ethically and fairly.
Gender Diversity
The Board of Directors comprised three male Directors and one female Director
during, and at the end of, the year to 28 February 2015.
On behalf of the Board
Michael O'Higgins
Chairman
12 June 2015
BOARD OF DIRECTORS
Michael O'Higgins (Chairman)*
Kate Cornish-Bowden (Audit Committee Chairman)*
John Glencross
Steve Meeks*
*independent of the Investment Managers
INVESTMENT MANAGERS
Calculus Capital
Calculus Capital Limited is the Venture Capital Investments portfolio manager
(VCT Qualifying Investments).
Investec Structured Products
Investec Structured Products (a trading name of Investec Bank plc) is the
Structured Products portfolio manager (non VCT Qualifying Investments).
EXTRACT FROM THE DIRECTORS' REPORT
Dividends
Details of the dividends recommended by the Board are set out in the Strategic
Report above.
Share Capital
At the year end and at the date of this report, the issued share capital
comprised 4,738,463 ordinary shares (representing 71.05 per cent. of total
voting rights and of the total share capital) and 1,931,095 C shares
(representing 28.95 per cent. of total voting rights and of the total share
capital). No shares were held in Treasury. No shares were issued or bought back
during the year.
The ordinary shares and C shares have equal voting rights, and at general
meetings of the Company, holders are entitled to one vote on a show of hands
and on a poll to one vote for every share held.
There are no restrictions concerning the transfer of securities in the Company;
no restrictions on voting rights; no special rights with regard to control
attached to securities; no agreements between holders of securities regarding
their transfer known to the Company; and no agreements which the Company is
party to that might affect its control following a successful takeover bid.
The authority to issue or buy back the Company's shares and amendment of the
Company's Articles of Association require a relevant resolution to be passed by
shareholders.
At the Annual General Meeting held on 17 July 2012, the Directors were granted
authority to allot shares up to an aggregate nominal amount of £206,700, and
this authority will expire at the Annual General Meeting to be held in 2017.
At the Annual General Meeting held on 1 July 2014, the Directors were also
authorised to issue shares for cash (without rights of pre-emption applying)
(i) up to £100,000 of each class of share by way of offer for subscription and
(ii) up to 10 per cent. of each class of share for general purposes and to buy
back up to 14.99 per cent. of each of the ordinary and C shares in issue. No
shares have been issued or bought back during the period. The Board's proposals
for the renewal of these authorities are detailed below.
Requirements of Listing Rule 9.8.4R
In accordance with Listing Rule 9.8.4R, the following table provides references
to where the required information is disclosed:
Listing Rule requirement Location
A statement of the amount of interest Not applicable
capitalised during the period under
review and details of any related tax
relief.
Information required in relation to Not applicable
the publication of unaudited
financial information.
Details of any long-term incentive Not applicable
schemes.
Details of any arrangements under Not applicable
which a director has waived
emoluments, or agreed to waive any
future emoluments, from the company.
Details of any non pre-emptive issues Not applicable
of equity for cash.
Details of any non pre-emptive issues Not applicable
of equity for cash by any unlisted
major subsidiary undertaking.
Details of any contract of See note 16 of the accounts
significance in which a director is
or was materially interested.
Details of parent participation in a Not applicable
placing by a listed subsidiary.
Details of any contract of Not applicable
significance between the company (or
one of its subsidiaries) and a
controlling shareholder.
Details of waiver of dividends by a Not applicable
shareholder.
Board statement in respect of Not applicable
relationship agreement with the
controlling shareholder.
Financial Risk Management
The principal financial risks and the Company's policies for managing these
risks are set out in note 15 to the Accounts.
Going Concern
After making enquiries, and having reviewed the portfolio, balance sheet and
projected income and expenditure for the next twelve months, the Directors have
a reasonable expectation that the Company has adequate resources to continue in
operation for the foreseeable future. The Directors have therefore adopted the
going concern basis in preparing the Accounts.
The full Annual Report and Accounts contains the following statement regarding
responsibility for the Accounts.
DIRECTORS' RESPONSIBILITIES STATEMENT
Statement of Directors' Responsibilities in respect of the Annual Report and
the Accounts
The Directors are responsible for preparing the Annual Report and the Accounts
in accordance with applicable law and regulations.
Company law requires the Directors to prepare Accounts for each financial year.
Under that law they have elected to prepare the Accounts in accordance with
United Kingdom Generally Accepted Accounting Practice (United Kingdom
Accounting Standards and applicable laws). Under company law the Directors must
not approve the Accounts unless they are satisfied that they give a true and
fair view of the state of affairs and profit or loss of the Company for that
period.
In preparing these Accounts, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgments and accounting estimates that are reasonable and prudent;
• state whether applicable UK Accounting Standards have been followed, subject
to any material departures disclosed and explained in the Accounts; and
• prepare the Accounts on the going concern basis unless it is inappropriate to
presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the Accounts comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the Company and hence
for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
Under applicable law and regulations, the Directors are also responsible for
preparing a Strategic Report, Directors' Report, Directors' Remuneration Report
and Corporate Governance Statement that comply with that law and those
regulations, and for ensuring that the Annual Report includes information
required by the Listing Rules of the Financial Conduct Authority.
The Accounts are published on the www.calculuscapital.com website, which is a
website maintained by one of the Company's Investment Managers, Calculus
Capital. The maintenance and integrity of the website maintained by Calculus
Capital is, so far as it relates to the Company, the responsibility of Calculus
Capital. The work carried out by the Auditor does not involve consideration of
the maintenance and integrity of this website and accordingly, the Auditor
accepts no responsibility for any changes that have occurred to the Accounts
since they were initially presented on the website. Visitors to the website
need to be aware that legislation in the United Kingdom covering the
preparation and dissemination of the Accounts may differ from legislation in
their jurisdiction.
We confirm that to the best of our knowledge:
• the Accounts, prepared in accordance with UK accounting standards,
give a true and fair view of the assets, liabilities, financial
position and profit or loss of the Company; and
• the Annual Report includes a fair review of the development and
performance of the business and the position of the Company together
with a description of the principal risks and uncertainties that it faces.
On behalf of the Board
Michael O'Higgins
Chairman
12 June 2015
NON-STATUTORY ACCOUNTS
The financial information set out below does not constitute the Company's
statutory accounts for the year ended 28 February 2015 and the year ended 28
February 2014 but is derived from those accounts. Statutory accounts for 2014
have been delivered to the Registrar of Companies, and those for 2015 will be
delivered in due course. The Auditor has reported on those accounts; their
report was (i) unqualified, (ii) did not include a reference to any matters to
which the Auditor drew attention by way of emphasis without qualifying their
report and (ii) did not contain a statement under Section 498 (2) or (3) of the
Companies Act 2006. The text of the Auditor's report can be found in the
Company's full Annual Report and Accounts at www.calculuscapital.com.
Income Statement
for the year ended 28 February 2015
Year Ended 28 February 2015 Year Ended 28 February 2014
Revenue Capital Revenue Capital
Return Return Total Return Return Total
Note £'000 £'000 £'000 £'000 £'000 £'000
Ordinary Share Fund
Investment holding (losses)/gains 267 267
8 - (443) (443) -
Gain on disposal of investments
8 - 459 459 - 10 10
Income 2 64 - 64 74 - 74
Investment management fee 3 (10) (32) (42) (11) (34) (45)
Other operating expenses 4 (111) - (111) (107) - (107)
(Loss)/profit on ordinary activities
before taxation (57) (16) (73) (44) 243 199
Taxation on ordinary activities 5 - - - - - -
(Loss)/profit for the year (57) (16) (73) (44) 243 199
Basic and diluted earnings per
ordinary share 7 (1.2)p (0.3)p (1.5)p (0.9)p 5.1p 4.2p
C Share Fund
Investment holding gains 8 - 98 98 - 33 33
(Loss)/gain on disposal of investments
8 - (1) (1) - 52 52
Income 2 25 - 25 22 - 22
Investment management fee 3 (4) (13) (17) (4) (13) (17)
Other operating expenses 4 (44) - (44) (43) - (43)
(Loss)/profit on ordinary activities
before taxation (23) 84 61 (25) 72 47
Taxation on ordinary activities 5 - - - - - -
(Loss)/profit for the year (23) 84 61 (25) 72 47
Basic and diluted earnings per C share
7 (1.2)p 4.3p 3.1p (1.3)p 3.7p 2.4p
The total column of these statements represents the Income Statement of the
Ordinary Share Fund and C Share Fund.
The supplementary revenue return and capital return columns are both prepared
in accordance with the Association of Investment Companies' ("AIC") Statement
of Recommended Practice ("SORP").
No operations were acquired or discontinued during the year.
All items in the above statement derive from continuing operations.
There were no recognised gains or losses other than those passing through the
Income Statement.
The notes form an integral part of these Accounts.
Income Statement (continued)
for the year ended 28 February 2015
Year Ended 28 February 2015 Year Ended 28 February 2014
Revenue Capital Revenue Capital
Return Return Total Return Return Total
Note £'000 £'000 £'000 £'000 £'000 £'000
Total
Investment holding (losses)/gains 8 - (345) (345) - 300 300
Gain on disposal of investments 8 - 458 458 - 62 62
Income 2 89 - 89 96 - 96
Investment management fee 3 (14) (45) (59) (15) (47) (62)
Other operating expenses 4 (155) - (155) (150) - (150)
(Loss)/profit on ordinary activities (80) 68 (12) (69) 315 246
before taxation
Taxation on ordinary activities 5 - - - - - -
(Loss)/profit for the year (80) 68 (12) (69) 315 246
Basic and diluted earnings per 7 (1.2)p (0.3)p (1.5)p (0.9)p 5.1p 4.2p
ordinary share
Basic and diluted earnings per C share 7 (1.2)p 4.3p 3.1p (1.3)p 3.7p 2.4p
The total column of this statement represents the Company's Income Statement.
The supplementary revenue return and capital return columns are both prepared
in accordance with the AIC's SORP.
No operations were acquired or discontinued during the year.
All items in the above statement derive from continuing operations.
There were no recognised gains or losses other than those passing through the
Income Statement.
The notes form an integral part of these Accounts.
Reconciliation of Movements in Shareholders' Funds
for the year ended 28 February 2015
Capital Capital
Share Special Reserve Reserve Revenue
Capital Reserve Realised Unrealised Reserve Total
£'000 £'000 £'000 £'000 £'000 £'000
Ordinary Share Fund
For the year ended 28 February 2015
1 March 2014 47 3,729 273 736 (273) 4,512
Investment holding losses - - - (443) - (443)
Gain on disposal of investments - - 459 - - 459
Management fee allocated to capital - - (32) - - (32)
Revenue return on ordinary activities - - - - (57) (57)
after tax
Dividends paid - (1,291) - - - (1,291)
28 February 2015 47 2,438 700 293 (330) 3,148
For the year ended 28 February 2014
1 March 2013 47 3,978 297 469 (229) 4,562
Investment holding gains - - - 267 - 267
Gain on disposal of investments - - 10 - - 10
Management fee allocated to capital - - (34) - - (34)
Revenue return on ordinary activities - - - - (44) (44)
after tax
Dividends paid - (249) - - - (249)
28 February 2014 47 3,729 273 736 (273) 4,512
The notes form an integral part of these Accounts.
Reconciliation of Movements in Shareholders' Funds (continued)
for the year ended 28 February 2015
Capital Capital
Share Special Reserve Reserve Revenue
Capital Reserve Realised Unrealised Reserve Total
£'000 £'000 £'000 £'000 £'000 £'000
C Share Fund
For the year ended 28 February 2015
1 March 2014 19 1,628 86 137 (105) 1,765
Investment holding gains - - - 98 - 98
(Loss)/gain on disposal of investments - - (1) - - (1)
Management fee allocated to capital - - (13) - - (13)
Revenue return on ordinary activities - - - - (23) (23)
after tax
Dividends paid - (87) - - - (87)
28 February 2015 19 1,541 72 235 (128) 1,739
For the year ended 28 February 2014
1 March 2013 19 1,715 47 104 (80) 1,805
Investment holding gains - - - 33 - 33
Gain on disposal of investments - - 52 - - 52
Management fee allocated to capital - - (13) - - (13)
Revenue return on ordinary activities - - - - (25) (25)
after tax
Dividends paid - (87) - - - (87)
28 February 2014 19 1,628 86 137 (105) 1,765
The notes form an integral part of these Accounts.
Reconciliation of Movements in Shareholders' Funds (continued)
for the year ended 28 February 2015
Capital Capital
Share Special Reserve Reserve Revenue
Capital Reserve Realised Unrealised Reserve Total
£'000 £'000 £'000 £'000 £'000 £'000
Total
For the year ended 28 February 2015
1 March 2014 66 5,357 359 873 (378) 6,277
Investment holding losses - - - (345) - (345)
Gain on disposal of investments - - 458 - - 458
Management fee allocated to capital - - (45) - - (45)
Revenue return on ordinary activities - - - - (80) (80)
after tax
Dividends paid - (1,378) - - - (1,378)
28 February 2015 66 3,979 772 528 (458) 4,887
For the year ended 28 February 2014
1 March 2013 66 5,693 344 573 (309) 6,367
Investment holding gains - - - 300 - 300
Gain on disposal of investments - - 62 - - 62
Management fee allocated to capital - - (47) - - (47)
Revenue return on ordinary activities - - - - (69) (69)
after tax
Dividends paid - (336) - - - (336)
28 February 2014 66 5,357 359 873 (378) 6,277
The notes an integral part of these Accounts.
Balance Sheet
as at 28 February 2015
28 February 28 February 2014
2015
Note £'000 £'000
Ordinary Share Fund
Fixed assets
Investments 8 3,061 4,573
Current assets
Debtors 9 62 73
Cash at bank and on deposit 107 -
169 73
Creditors: amount falling due
within one year
Creditors 10 (82) (107)
Bank overdraft - (22)
(82) (129)
Net current assets/ 87 (56)
(liabilities)
Non-current liabilities
IFA trail commission - (5)
Net assets 3,148 4,512
Capital and reserves
Called-up share capital 11 47 47
Special reserve 2,438 3,729
Capital reserve - realised 700 273
Capital reserve - unrealised 293 736
Revenue reserve (330) (273)
Equity shareholders' funds 3,148 4,512
Net asset value per ordinary 12 66.4p 95.2p
share - basic
28 February 2015 28 February 2014
Note £'000 £'000
C Share Fund
Fixed assets
Investments 8 1,649 1,647
Current assets
Debtors 9 26 29
Cash at bank and on deposit 103 130
129 159
Creditors: amount falling due
within one year
Creditors 10 (36) (36)
Net current assets 93 123
Non-current liabilities
IFA trail commission (3) (5)
Net assets 1,739 1,765
Capital and reserves
Called-up share capital 11 19 19
Special reserve 1,541 1,628
Capital reserve - realised 72 86
- 235 137
unrealised
Revenue reserve (128) (105)
Equity shareholders' funds 1,739 1,765
Net asset value per C share - 12 90.1p 91.4p
basic
28 February 2015 28 February 2014
Note £'000 £'000
Total
Fixed assets
Investments 8 4,710 6,220
Current assets
Debtors 9 88 102
Cash at bank and on deposit 210 130
298 232
Creditors: amounts falling due
within one year
Creditors 10 (118) (143)
Bank overdraft - (22)
(118) (165)
Net current assets 180 67
Non-current liabilities
IFA trail commission (3) (10)
Net assets 4,887 6,277
Capital and reserves
Called-up share capital 66 66
Special reserve 3,979 5,357
Capital reserve - realised 772 359
Capital reserve - unrealised 528 873
Revenue reserve (458) (378)
Equity shareholders' funds 4,887 6,277
Net asset value per ordinary 12 66.4p 95.2p
share - basic
Net asset value per C share - 12 90.1p 91.4p
basic
These Accounts were approved by the Board of Directors of Investec Structured
Products Calculus VCT plc and were authorised for issue on 12 June 2015 and
were signed on its behalf by:
Michael O'Higgins
Chairman
Registered No. 07142153 England & Wales
The notes form an integral part of these Accounts.
Cash Flow Statement
for the year ended 28 February 2015
Year Ended Year Ended
28 February 28 February
2015 2014
Note £'000 £'000
Ordinary Share Fund
Operating activities
Investment income received 70 104
Investment management fees (79) (22)
Other cash payments (99) (103)
Cash expended from operating activities 13 (108) (21)
Cash flow from investing activities
Purchase of investments (3) (12)
Sale of investments 1,531 261
Net cash flow from investing activities 1,528 249
Equity dividend paid (1,291) (249)
Net cash flow before financing 129 (21)
Cash flow from financing activities
Expenses of share issues - (5)
Net cash flow from financing activities - (5)
Increase/(decrease) in cash at bank and
on deposit 129 (26)
Analysis of changes in cash at bank and
on deposit
Beginning of year (22) 4
Net cash increase/(decrease) 129 (26)
As at 28 February 107 (22)
Year Ended Year Ended
28 February 28 February
2015 2014
Note £'000 £'000
C Share Fund
Operating activities
Investment income received 27 22
Deposit interest received - 1
Investment management fees (22) (17)
Other cash payments (40) (38)
Cash expended from operating 13 (35) (32)
activities
Cash flow from investing activities
Purchase of investments - (657)
Sale of investments 95 353
Net cash flow from investing 95 (304)
activities
Equity dividend paid (87) (87)
Net cash flow before financing (27) (423)
Cash flow from financing activities
Expenses of share issues - (3)
Net cash flow from financing - (3)
activities
Decrease in cash at bank and on (27) (426)
deposit
Analysis of changes in cash at bank and
on deposit
Beginning of year 130 556
Net cash decrease (27) (426)
As at 28 February 103 130
Year Ended Year Ended
28 February 28 February
2015 2014
Note £'000 £'000
Total
Operating activities
Investment income received 97 126
Deposit interest received - 1
Investment management fees (101) (39)
Other cash payments (139) (141)
Cash expended from operating 13 (143) (53)
activities
Cash flow from investing activities
Purchase of investments (3) (669)
Sale of investments 1,626 614
Net cash flow from investing 1,623 (55)
activities
Equity dividend paid (1,378) (336)
Net cash flow before financing 102 (444)
Cash flow from financing activities
Expenses of share issues - (8)
Net cash flow from financing - (8)
activities
Increase/(decrease) in cash at bank 102 (452)
and on deposit
Analysis of changes in cash at bank and
on deposit
Beginning of year 108 560
Net cash increase/(decrease) 102 (452)
As at 28 February 210 108
The notes form an integral part of these Accounts.
NOTES TO THE ACCOUNTS
1. Accounting Policies
Basis of accounting
These Accounts cover the 12 month period 1 March 2014 to 28 February 2015,
and have been prepared under the historical cost convention, except for the
valuation of financial assets at fair value through profit or loss, in
accordance with UK Generally Accepted Accounting Practice ("UK GAAP") and the
AIC SORP issued January 2009 (the AIC SORP issued November 2014 is not
applicable until the next reporting period). These Accounts are prepared on
the going concern basis.
In determining the analysis of total income and expenses as between capital
return and revenue return, the Directors have followed the guidance contained
in the AIC SORP, and on the assumption that the Company maintains VCT status.
Expenses are allocated between the Ordinary Share Fund and the C Share Fund
on the basis of the ratio of the number of shares held by the respective
fund to the total number of ordinary and C shares where the expense is a shared
expense. Where expenses are not shared in this proportion, they are
applied on the basis of the most accurate method.
The Ordinary Share Fund and C Share Fund share bank accounts. Each funds'
share of the bank accounts is based on actual receipts and payments. These
cash flows are allocated according to the accounting policy for income and
expenses respectively.
The Company has not prepared consolidated accounts and has accounted for its
subsidiary, Investec SPV Limited, as an investment on the grounds that its
results are immaterial to the Company. Investec SPV Limited was dissolved in
March 2014 as it was no longer required.
The Company's Accounts are presented in Sterling.
Investments at fair value through profit or loss
The Company aims to invest in portfolios of Structured Products and Venture
Capital Investments that will provide sufficient total returns to allow the
Company to pay annual dividends and provide long-term capital returns for
investors. As a result, all investments held by the Company are designated,
upon initial recognition, as held at fair value through profit or loss, in
accordance with Financial Reporting Standard 26 'Financial Instruments:
Recognition and Measurement' and the AIC SORP. The Company manages and
evaluates theperformance of these investments on a fair value basis in
accordance with its investment strategy, and information about the
portfolio is provided internally on this basis to the Board. Fair value is
the amount for which an asset can be exchanged between knowledgeable,
willing parties in an arm's length transaction. Investments held at fair value
through profit or loss are initially recognised at cost, being
the consideration given and excluding transaction or other dealing costs
associated with the investment, which are expensed and included in
the capital column of the Income Statement. Subsequently, investments are
measured at fair value, with gains and losses on investments recognised in
the Income Statement and allocated to capital. All purchases and sales of
investments are accounted for on trade date basis.
For investments actively traded in organised financial markets, fair value is
generally determined by reference to quoted market bid, or last, prices,
depending on the convention of the exchange on which the investment is quoted,
at the close of business on the Balance Sheet date.
Structured Products are valued by reference to the FTSE 100 Index, with mid
prices for the Structured Products provided by the product issuers. An
adjustment is made to these prices to take into account any bid/offer spreads
prevalent in the market at each valuation date. These spreads are either
determined by the issuer or recommended by the Structured Products Manager,
Investec Structured Products
(a trading name of Investec Bank plc).
Unquoted investments are valued using an appropriate valuation technique so
as to establish what the transaction price would have been at the Balance
Sheet date. Such investments are valued in accordance with the International
Private Equity and Venture Capital Association ( ''IPEV") guidelines.
Primary indicators of fair value are derived from earnings multiples, recent
arm's length market transactions, net assets or, where appropriate, at cost
for recent investments or the discounted cash flow valuation as at the previous
reporting date.
Income
Dividends receivable on equity shares are recognised as revenue on the date
on which the shares or units are marked as ex-dividend. Where no ex-dividend
date is available, the revenue is recognised when the Company's right to
receive it has been established.
Interest receivable from fixed income securities is recognised using the
effective interest rate method. Interest receivable on bank deposits
is included in the Accounts on an accruals basis.
The gains and losses arising on investments in Structured Products are
allocated between revenue and capital according to the nature of each
Structured Product. This is dependent on the extent to which the return on the
Structured Product is capital or revenue based.
Other revenue is credited to the revenue column of the Income Statement when
the Company's right to receive the revenue has been established.
Expenses
All expenses are accounted for on an accruals basis. Expenses are charged to
the Income Statement as follows:
• expenses, except as stated below, are charged to the revenue column of the
Income Statement;
• expenses incurred on the acquisition or disposal of an investment are taken
to the capital column of the Income Statement;
• expenses are charged to the capital column of the Income Statement where a
connection with the maintenance or enhancement of the value of the
investments can be demonstrated. In this respect management fees have been
allocated 75 per cent. to the capital column and 25 per cent. to the
revenue column of the Income Statement, being in line with the Board's expected
long-term split of returns, in the form of capital gains and revenue
respectively, from the investment portfolio of the Company; and
• expenses associated with the issue of shares are deducted from the share
premium account. Annual IFA trail commission covering a five year period
since share allotment has been provided for in the Accounts as, due to the
nature of the Company, it is probable that this will be payable. The
commission is apportioned between current and non-current liabilities.
Expenses incurred by the Company in excess of the agreed cap, currently 3 per
cent. of the gross amount raised from the offer for subscription of ordinary
shares and C shares respectively for the 2009/2010, 2010/2011 and 2011/2012 tax
years (excluding irrecoverable VAT, annual trail commission and performance
incentive fees), can be clawed back from Investec Structured Products
until the Ordinary Share Interim Return Date. Any clawback is treated as a
credit against the expenses of the Company.
Investment management and performance fees
Calculus Capital, as Investment Manager of the VCT qualifying portfolio,
receives an annual investment management fee of an amount equivalent to 1.0
per cent. of the net assets of the respective share fund.
Investec Structured Products, as Investment Manager of the Structured
Products portfolio, does not receive any annual management fees from the
Company. Investec Structured Products is entitled to an arrangement fee from
the providers of Structured Products as detailed in note 17.
The Investment Managers will each receive a performance incentive fee payable
in cash of an amount equal to 10 per cent. of dividends and distributions
paid (including the relevant distribution being offered) to holders of ordinary
shares over and above 105p per ordinary share (this being a 50 per cent.
return on an initial net investment of 70p per ordinary share taking into
account upfront income tax relief) provided holders of ordinary shares have
received or been offered an interim return of at least 70p per share for
payment on or before 14 December 2015. Such performance incentive fees will
be paid within 10 business days of the date of payment of the relevant
dividend or distribution.
For the C Share Fund, Investec Structured Products and Calculus Capital will
be entitled to performance incentive fees as set out below:
* 10 per cent. of C Shareholder Proceeds in excess of 105p up to and
including Proceeds of 115p per C share, such amount to be paid within ten
business days of the date of payment of the relevant dividend or
distribution pursuant to which a return of 115p per C share is satisfied;
and
* 10 per cent. of C Shareholder Proceeds in excess of 115p per C share, such
amounts to be paid within ten business days of the date of payment of the
relevant dividend or distribution;
provided in each case that C shareholders have received or been offered the C
Share Interim Return of at least 70p per C share on or before 14 March 2017
and at least a further 45p per C share having being received or offered for
payment on or before 14 March 2019.
Capital reserve
The capital return component of the return for the year is taken to the
non-distributable capital reserves and the unrealised capital component of
the return for the year is taken to the non-distributable capital reserves
within the Reconciliation of Movements in Shareholders' Funds.
Special reserve
The special reserve was created by the cancellation of the Ordinary Share
Fund's share premium account on 20 October 2010. A further cancellation of
the share premium account occurred on 23 November 2011 for both the Ordinary
Share Fund and C Share Fund. The special reserve is a distributable reserve
created to be used by the Company inter alia to write off losses, fund market
purchases of its own ordinary and C shares, make distributions and/or for
other corporate purposes.
The Company was formerly an investment company under section 833 of the
Companies Act 2006. On 18 May 2011, investment company status was revoked
by the Company. This was done in order to allow the Company to pay dividends to
shareholders using the special reserve.
Taxation
Deferred tax 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 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 reversals of the underlying timing differences
can be deducted. Timing differences are differences between the Company's
taxable profits and its results as stated in the Accounts.
Deferred tax is measured at the average tax rates that are expected to apply
in the periods in which the timing differences are expected to reverse,
based on tax rates and laws that have been enacted or substantially enacted by
the Balance Sheet date. Deferred tax is measured on a non-discounted basis.
No taxation liability arises on gains from sales of fixed asset investments
by the Company by virtue of its VCT status. However, the net revenue
(excluding UK dividend income) accruing to the Company is liable to corporation
tax at the prevailing rates.
Dividends
Dividends to shareholders are accounted for in the period in which they are
paid or approved in general meetings. Dividends payable to equity
shareholders are recognised in the Reconciliation of Movements in Shareholders'
Funds when they are paid, or have been approved by shareholders in the case
of a final dividend and become a liability of the Company.
2. Income
Year Ended Year Ended
28 February 28 February
2015 2014
£'000 £'000
Ordinary Share Fund
UK dividends - 2
UK unfranked loan stock interest 55 58
Redemption premium 9 12
Commission fees received - 2
64 74
Total income comprises:
Interest 64 70
Dividends - 2
Other income - 2
64 74
C Share Fund
UK dividends - 1
UK unfranked loan stock interest 22 19
Redemption premium 3 -
Bank interest - 1
Commission fees received - 1
25 22
Total income comprises:
Interest 25 20
Dividends - 1
Other income - 1
25 22
Year Ended Year Ended
28 February 28 February
2015 2014
£'000 £'000
Total
UK dividends - 3
UK unfranked loan stock interest 77 77
Redemption premium 12 12
Bank interest - 1
Commission fees received - 3
89 96
Total income comprises:
Interest 89 90
Dividends - 3
Other income - 3
89 96
3. Management Fee
Year Ended Year Ended
28 February 2015 28 February 2014
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Ordinary Share Fund
Investment
management fee 10 32 42 11 34 45
C Share Fund
Investment
management fee 4 13 17 4 13 17
Total
Investment
management fee 14 45 59 15 47 62
No performance fee was paid during the year.
4. Other Expenses
Year Ended Year Ended
28 February 28 February
2015 2014
£'000 £'000
Ordinary Share Fund
Directors' fees 35 35
Secretarial and accounting fees 61 59
Auditor's remuneration
- audit services 14 14
- taxation compliance services 4 4
Other 50 52
Clawback of expenses in excess of 3% cap
repayable from the Manager (53) (57)
111 107
C Share Fund
Directors' fees 15 15
Secretarial and accounting fees 25 24
Auditor's remuneration
- audit services 6 6
- taxation compliance services 2 2
Other 19 19
Clawback of expenses in excess of 3% cap
repayable from the Manager (23) (23)
44 43
Total
Directors' fees 50 50
Secretarial and accounting fees 86 83
Auditor's remuneration
- audit services 20 20
- taxation compliance services 6 6
Other 69 71
Clawback of expenses in excess of 3% cap
repayable from the Manager (76) (80)
155 150
Further details of Directors' fees can be found in the Directors'
Remuneration Report on page 35 of the full Annual Report.
5. Taxation
Year Ended 28 February 2015 Year Ended 28 February 2014
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Ordinary Share Fund
(Loss)/profit on ordinary activities
before tax (57) (16) (73) (44) 243 199
Theoretical tax at UK Corporation Tax
rate of 21.2% (2014: 23.1%) (12) (3) (15) (10) 56 46
Timing differences: loss not
recognised, carried forward 12 6 18 10 8 18
Effects of non-taxable gains - (3) (3) - (64) (64)
Tax charge - - - - - -
C Share Fund
(Loss)/profit on ordinary activities
before tax (23) 84 61 (25) 72 47
Theoretical tax at UK Corporation Tax
rate of 21.2% (2014: 23.1%) (5) 18 13 (6) 17 11
Timing differences: loss not
recognised, carried forward 5 3 8 6 3 9
Effects of non-taxable gains - (21) (21) - (20) (20)
Tax charge - - - - - -
Total
(Loss)/profit on ordinary activities
before tax (80) 68 (12) (69) 315 246
Theoretical tax at UK Corporation Tax
rate of 21.2% (2014: 23.1%) (17) 15 (2) (16) 73 57
Timing differences: loss not
recognised, carried forward 17 9 26 16 11 27
Effects of non-taxable gains - (24) (24) - (84) (84)
Tax charge - - - - - -
At 28 February 2015, the Company had £568,335 (28 February 2014: £443,343) of
excess management expenses to carry forward against future taxable profits.
The Company's deferred tax asset of £113,667 (28 February 2014: £93,102) has
not been recognised due to the fact that it is unlikely the excess management
expenses will be set off in the foreseeable future.
6. Dividends
Year Ended Year Ended
28 February 28 February
2015 2014
£'000 £'000
Ordinary Share Fund
Declared and paid: 5.25p per ordinary share
in respect of the year ended 28 February 249 249
2014 (2013: 5.25p)
Declared and paid: 22p per ordinary share in
respect of the year ended 28 February 2015 1,042 -
(2014: 0p)
Proposed final dividend: 5.25p per ordinary
share in respect of the year ended 28
February 2015 (2014: 5.25p) 249 249
C Share Fund
Declared and paid: 4.5p per C share in
respect of the year ended 28 February 2014 87 87
(2013: 4.5p)
Proposed final dividend: 4.5p per C share in
respect of the year ended 28 February 2015 87 87
(2014: 4.5p)
The proposed dividends are subject to approval by shareholders at the
forthcoming Annual General Meeting and have not been included as a liability
in these Accounts.
7. Return per Share
Year Ended Year Ended
28 February 2015 28 February 2014
Revenue Capital Total Revenue Capital Total
pence pence pence pence pence pence
Return per
ordinary share (1.2) (0.3) (1.5) (0.9) 5.1 4.2
Return per C share (1.2) 4.3 3.1 (1.3) 3.7 2.4
Ordinary Share Fund
Revenue return per ordinary share is based on the net revenue loss on
ordinary activities after taxation of £57,000 (28 February 2014: £44,000) and
on 4,738,463 ordinary shares (28 February 2014: 4,738,463), being the weighted
average number of ordinary shares in issue during the year.
Capital return per ordinary share is based on the net capital loss for the
year of £16,000 (28 February 2014: gain £243,000) and on 4,738,463 ordinary
shares (28 February 2014: 4,738,463), being the weighted average number of
ordinary shares in issue during the year.
Total return per ordinary share is based on the total loss on ordinary
activities after taxation of £73,000 (28 February 2014: gain £199,000) and
on 4,738,463 ordinary shares (28 February 2014: 4,738,463), being the weighted
average number of ordinary shares in issue during the year.
C Share Fund
Revenue return per C share is based on the net revenue loss on ordinary
activities after taxation of £23,000 (28 February 2014: £25,000) and on
1,931,095 C shares (28 February 2014: 1,931,095), being the weighted average
number of C shares in issue during the year.
Capital return per C share is based on the net capital gain for the year of £
84,000 (28 February 2014: £72,000) and on 1,931,095 C shares ( 28 February
2014: 1,931,095), being the weighted average number of C shares in issue during
the year.
Total return per C share is based on the total gain for the year of £61,000
(28 February 2014: £47,000) and on 1,931,095 C shares (28 February 2014:
1,931,095), being the weighted average number of C shares in issue during the
year.
8. Investments
Year Ended 28 February 2015
Structured VCT
Product Qualifying Other
Investments Investments Investments Total
£'000 £'000 £'000 £'000
Ordinary Share Fund
Opening bookcost 1,100 2,736 1 3,837
Opening investment holding
gains/(losses) 783 (47) - 736
Opening valuation 1,883 2,689 1 4,573
Movements in year:
Purchases at cost - 3 - 3
Sales proceeds (1,067) (464) - (1,531)
Realised gains on sales 457 2 - 459
Decrease in investment
holding gains/(losses) (364) (79) - (443)
Movements in year (974) (538) - (1,512)
Closing valuation 909 2,151 1 3,061
Closing bookcost 490 2,277 1 2,768
Closing investment holding 419 (126) - 293
gains/(losses)
Closing valuation 909 2,151 1 3,061
C Share Fund
Opening bookcost 328 1,181 1 1,510
Opening investment holding
gains/(losses) 175 (38) - 137
Opening valuation 503 1,143 1 1,647
Movements in year:
Purchases at cost - - - -
Sales proceeds - (95) - (95)
Realised losses on sales - (1) - (1)
Increase in investment
holding gains/(losses) 35 63 - 98
Movements in year 35 (33) - 2
Closing valuation 538 1,110 1 1,649
Closing bookcost 328 1,085 1 1,414
Closing investment holding
gains/(losses) 210 25 - 235
Closing valuation 538 1,110 1 1,649
Total
Opening bookcost 1,428 3,917 2 5,347
Opening investment holding
gains/(losses) 958 (85) - 873
Opening valuation 2,386 3,832 2 6,220
Movements in year:
Purchases at cost - 3 - 3
Sales proceeds (1,067) (559) - (1,626)
Realised gains on sales 457 1 - 458
Decrease in investment holding
gains/(losses) (329) (16) - (345)
Movements in year (939) (571) - (1,510)
Closing valuation 1,447 3,261 2 4,710
Closing bookcost 818 3,362 2 4,182
Closing investment holding
gains/(losses) 629 (101) - 528
Closing valuation 1,447 3,261 2 4,710
Note 15 provides a detailed analysis of investments held at fair value
through profit and loss in accordance with Financial Reporting Standard 29
'Financial Instruments: Disclosures'.
During the year, the Company incurred no transaction costs on purchases in
respect of ordinary shareholder activities or C shareholder activities.
Investec SPV was incorporated on 29 November 2011 and dissolved on 25 March
2014.
9. Debtors
Year Ended Year Ended
28 February 28 February
2015 2014
£'000 £'000
Ordinary Share Fund
Prepayments and accrued income 9 16
Clawback of expenses in excess of 3% cap
payable by the Manager 53 57
62 73
C Share Fund
Prepayments and accrued income 3 6
Clawback of expenses in excess of 3% cap
payable by the Manager 23 23
26 29
Total
Prepayments and accrued income 12 22
Clawback of expenses in excess of 3% cap
payable by the Manager 76 80
88 102
10. Creditors
Year Ended Year Ended
28 February 28 February
2015 2014
£'000 £'000
Ordinary Share Fund
IFA trail commission 11 5
Management fees 19 56
Audit fees 14 17
Directors' fees 6 6
Administration fees 10 5
Other creditors 22 18
82 107
C Share Fund
IFA trail commission 5 2
Management fees 8 13
Audit fees 6 7
Directors' fees 2 2
Administration fees 4 2
Other creditors 11 10
36 36
Total
IFA trail commission 16 7
Management fees 27 69
Audit fees 20 24
Directors' fees 8 8
Administration fees 14 7
Other creditors 33 28
118 143
11. Share Capital
28 February 2015 28 February 2014
Number £'000 Number £'000
Ordinary Share Fund
Number of shares in issue 4,738,463 47 4,738,463 47
C Share Fund
Number of shares in issue 1,931,095 19 1,931,095 19
Total 66
66
Under the Articles of Association, a resolution for the continuation of the
Company as a VCT will be proposed at the Annual General Meeting falling after
the tenth anniversary of the last allotment (from time to time) of shares in
the Company and thereafter at five-yearly intervals.
12. Net Asset Value per Share
28 February 28 February
2015 2014
Ordinary Share Fund
Net asset value per ordinary share 66.4p 95.2p
The basic net asset value per ordinary share is based on net assets
(including current period revenue) of £3,148,000 (28 February 2014: £
4,512,000) and on 4,738,463 ordinary shares (28 February 2014: 4,738,463),
being the number of ordinary shares in issue at the end of the year.
C Share Fund
Net asset value per C share 90.1p 91.4p
The basic net asset value per C share is based on net assets (including
current period revenue) of £1,739,000 (28 February 2014: £1,765,000) and on
1,931,095 C shares (28 February 2014: 1,931,095), being the number of C shares
in issue at the end of the year.
13. Reconciliation of Net Profit before Tax to Cash Expended from Operating
Activities
Year Ended Year Ended
28 February 28 February
2015 2014
£'000 £'000
Ordinary Share Fund
(Loss)/profit on ordinary activities before (73) 199
tax
Gains on investments (16) (277)
Decrease in debtors 11 37
(Decrease)/increase in creditors (30) 20
Cash expended from operating activities (108) (21)
C Share Fund
Profit on ordinary activities before tax 61 47
Gains on investments (97) (85)
Decrease in debtors 3 6
(Decrease)/increase in creditors (2) -
Cash expended from operating activities (35) (32)
Total
(Loss)/profit on ordinary activities before (12) 246
tax
Gains on investments (113) (362)
Decrease in debtors 14 43
(Decrease)/increase in creditors (32) 20
Cash expended from operating activities (143) (53)
14. Financial Commitments
At 28 February 2015, the Company did not have any financial commitments which
had not been accrued for.
15. Financial Instruments
The Company's objective is to produce ongoing capital gains and income that
will provide investment returns sufficient to maximise annual dividends and
to fund a special dividend or cash offer in year 6 sufficient to bring
distributions per share to 70p.
In order to qualify as a VCT, at least 70 per cent. (the "Qualifying
Percentage") of the Company's investments must be invested in
Venture Capital Investments within approximately three years of the relevant
funds being raised. Thus, there will be a phased reduction in the Structured
Products portfolio and corresponding build up in the portfolio of Venture
Capital Investments to achieve and maintain this 70 per cent. threshold
along the following lines:
Average Exposure per Year 1 Year 2 Year 3 Year 4 Year 5 Year 6+
Year
Structured Products and
cash/near cash assets 85% 75% 35% 25% 25% 0%
Venture Capital 15% 25% 65% 75% 75% 100%
Investments
The Qualifying Percentage is, in general, calculated by reference to the
latest price paid by the Company for its investments rather than market
value. In the year to 28 February 2015, the Company maintained the Qualifying
Percentage. At that date, by market value, the Company's investment
portfolio comprised 31 per cent. Structured Products and 69 per cent.
Qualifying Investments. This is split 30 per cent. and 70 per cent. for the
ordinary share portfolio and 33 per cent. and 67 per cent. for the C share
portfolio.
The Company's financial instruments comprise securities and cash and liquid
resources that arise directly from the Company's operations.
The principal risks the Company faces in its portfolio management activities
are:
Market price risk
Credit risk
Liquidity risk
The Company does not have exposure to foreign currency risk.
With many years' experience of managing the risks involved in investing in
Structured Products and Venture Capital Investments respectively, both the
Investec Structured Products team and the Calculus Capital team, together with
the Board, have designed the Company's structure and its investment strategy
to reduce risk as much as possible. The policies for managing these risks are
summarised below and have been applied throughout the period under review.
a) Market price risk
Structured Products
The return and valuation of the Company's investments in Structured Products
is currently linked to the FTSE 100 Index by way of a fixed return that is
payable as long as the Final Index Level is no lower than the Initial Index
Level.
All of the current investments in Structured Products will either be capital
protected or capital at risk on a one-to-one basis where the FTSE 100 Index
falls by more than 50 per cent. and the Final Index Level is below the Initial
Index Level. If the FTSE 100 Index does fall by more than 50 per cent. at
any time during the investment period and fails to recover at maturity, the
capital will be at risk on a maximum one-to-one basis (Capital at Risk
("CAR")) (e.g. if the FTSE 100 Index falls by more than 50 per cent. during the
investment period and on maturity is down 25 per cent., capital within that
Structured Product will be reduced by 25 per cent.).
The tables in the Investment Manager's Review (Structured Products) provide
details of the Initial Index Level at the date of investment and the maturity
date for each of the Structured Products. On 28 February 2015, the FTSE 100
Index closed at 6,946.66.
The Final Index Level is calculated using 'averaging', meaning that the
average is taken of the closing levels of the FTSE 100 on each business day
over the last two to six months of the Structured Product plan term (the length
of the averaging period differs for each plan).
The Investment Manager of the Structured Products portfolio and the Board
review this risk on a regular basis. The use of averaging to calculate the
return can reduce adverse effects of a falling market or sudden market falls
shortly before maturity. Equally, it can reduce the benefits of an increasing
market or sudden market rises shortly before maturity.
As at 28 February 2015, the Company's investments in Structured Products were
valued at £1,446,762 (Ordinary Share Fund: £908,733; C Share Fund: £538,029).
A 10 per cent. increase in the level of the FTSE 100 Index at 28 February 2015,
given that all other variables remained constant, would have increased net
assets by £86,876 (Ordinary Share Fund: £54,568; C Share Fund: £32,308). A 10
per cent decrease would have reduced net assets by £90,759 (Ordinary Share
Fund: £57,007; C Share Fund: £33,752). If the net assets had been higher by £
86,876 throughout the year, then the investment management fee due to Calculus
Capital would have been increased by £868 (Ordinary Share Fund: £545; C
Share Fund: £323); if the net assets had been lower by £90,759 lower
throughout the year, then the investment management fee due to Calculus Capital
would have decreased by £907 (Ordinary Share Fund: £570; C Share Fund: £337).
The Directors consider that an increase or decrease in the aggregate value of
investments by 10 per cent. or more is reasonably possible.
Qualifying Investments
Market risk embodies the potential for losses and includes interest rate risk
and price risk.
The management of market price risk is part of the investment management
process. The portfolio is managed in accordance with policies in place as
described in more detail in the Chairman's Statement and Investment Manager's
Review (Qualifying Investments).
The Company's strategy on the management of investment risk is driven by the
Company's investment objective as outlined above. Investments in unquoted
companies and AIM-traded companies, by their nature, involve a higher degree of
risk than investments in the main market. Some of that risk can be mitigated
by diversifying the portfolio across business sectors and asset classes.
Interest is earned on cash balances and money market funds and is linked to
the banks' variable deposit rates. The Board does not consider interest rate
risk to be material. Interest rates do not materially impact upon the value of
the Qualifying Investments. The main risk arising on the loan stock
instruments is credit risk. The Company does not have any interest bearing
liabilities.
As required by Financial Reporting Standard 29 'Financial Instruments:
Disclosures' (the "Standard") an analysis of financial assets and
liabilities, which identifies the risk of the Company's holding of such
items, is provided. The Company's financial assets comprise equity, loan
stock, cash and debtors. The interest rate profile of the Company's financial
assets is given in the table below:
As at 28 February As at 28 February 2014
2015
Fair Value Cash Flow Fair Value Cash Flow
Interest Interest Interest Interest
Rate Rate Rate Rate
Risk Risk Risk Risk
£'000 £'000 £'000 £'000
Ordinary Share Fund
Loan stock 687 - 1,222 -
Money market funds - 1 - 1
Cash - 107 - -
687 108 1,222 1
C Share Fund
Loan stock 200 - 320 -
Money market funds - 1 - 1
Cash - 103 - 130
200 104 320 131
Total
Loan stock 887 - 1,542 -
Money market funds - 2 - 2
Cash - 210 - 130
887 212 1,542 132
The variable rate is based on the banks' deposit rate, and applies to cash
balances held and the money market funds. The benchmark rate which determines
the interest payments received on interest bearing cash balances is the Bank of
England base rate, which was 0.5 per cent. as at 28 February 2015.
Any movement in interest rates is deemed to have an insignificant effect on
the Structured Products.
b) Credit risk
Structured Products
The failure of a counterparty to discharge its obligations under a
transaction could result in the Company suffering a loss. In its role as
the Investment Manager of the Structured Products portfolio and to diversify
counterparty risk, Investec Structured Products will only invest
in Structured Products issued by approved issuers. In addition, the maximum
exposure to any one counterparty (or underlying counterparty) will be
limited to 15 per cent. of the assets of the Company at the time of investment.
Credit risk is the risk that the counterparty to a financial instrument will
fail to discharge an obligation or commitment that it has entered into with
the Company. The Investment Manager has in place a monitoring procedure in
respect of counterparty risk which is reviewed on an ongoing basis. The
carrying amount of financial assets best represents the maximum credit risk
exposure at the Balance Sheet date.
As at 28 February 2015, the Company's credit risk exposure, by credit rating
of the Structured Product issuer, was as follows:
28 February 2015 28 February 2014
Credit Risk Rating
(Moody's unless otherwise % of % of
indicated) £'000 Portfolio £'000 Portfolio
Ordinary Share Fund
A2 - - 607 13.3%
Baa1 - - 427 9.3%
Baa3 909 29.7% 849 18.6%
909 29.7% 1,883 41.2%
C Share Fund
Baa3 538 32.6% 503 30.5%
538 32.6% 503 30.5%
Total
A2 - - 607 9.8%
Baa1 - - 427 6.9%
Baa3 1,447 30.7% 1,352 21.7%
1,447 30.7% 2,386 38.4%
Qualifying Investments
Where an investment is made in loan stock issued by an unquoted company, it
is made as part of an overall equity and debt package. The recoverability
of the debt is assessed as part of the overall investment process and is then
monitored on an ongoing basis by the Investment Manager who reports to the
Board on any recoverability issues.
Credit risk arising on transactions with brokers relates to transactions
awaiting settlement. Risk relating to unsettled transactions is considered to
be small due to the short settlement period involved and the high credit
quality of the brokers used. The Board monitors the quality of service
provided by the brokers used to further mitigate this risk.
All the assets of the Company which are traded on AIM are held by Investec
Wealth & Investments, the Company's custodian. Bankruptcy or insolvency of
the custodian may cause the Company's rights with respect to securities held by
the custodian to be delayed or limited. The Board and the Investment Manager
monitor the Company's risk by reviewing the custodian's internal control
reports.
c) Liquidity risk
The Company's liquidity risk is managed on an ongoing basis by the Investment
Managers. The Company's overall liquidity risks are monitored on a quarterly
basis by the Board.
The Company maintains sufficient investments in cash and readily realisable
securities to pay accounts payable and accrued expenses as they fall due.
Structured Products
If Structured Products are redeemed before the end of the term, the Company
may get back less than the amount originally invested. The value of the
Structured Products will be determined by the price at which the investments
can actually be sold on the relevant dealing date. The Board does not
consider this risk to be significant as the planned investment periods in
Structured Products will range from six months to five and a half years and
there is a planned transition from Structured Products to Qualifying
Investments as detailed earlier in this note.
There may not be a liquid market in the Structured Products and there may
never be two competitive market makers, making it difficult for the Company
to realise its investment. Risk is increased further where there is a single
market maker who is also the issuer. The Board has sought to mitigate this
risk by only investing in approved issuers of Structured Products, and by
limiting exposure to any one issuer (or underlying issuer).
Qualifying Investments
The Company's financial instruments include investments in unlisted equity
investments which are not traded in an organised public market and which may
be illiquid. As a result, the Company may not be able to realise quickly some
of its investments at an amount close to their fair value in order to meet
its liquidity requirements, or to respond to specific events such as
deterioration in the creditworthiness of any particular issuer.
The Board seeks to ensure that an appropriate proportion of the Company's
investment portfolio is invested in cash and readily realisable assets,
which are sufficient to meet any funding commitments that may arise.
Under its Articles of Association, the Company has the ability to borrow a
maximum amount equal to 25 per cent. of its gross assets. As at 28 February
2015, the Company had no borrowings.
d) Capital management
The capital structure of the Company consists of cash held and shareholders'
equity. Capital is managed to ensure the Company has adequate resources to
continue as a going concern, and to maximise the income and capital return to
its shareholders, while maintaining a capital base to allow the Company to
operate effectively in the market place and sustain future development of the
business. To this end the Company may use gearing to achieve its objectives.
The Company's assets and borrowing levels are reviewed regularly by the
Board.
e) Fair value hierarchy
Investments held at fair value through profit or loss are valued in
accordance with IPEV guidelines.
The valuation method used will be the most appropriate valuation methodology
for an investment within its market, with regard to the financial health of
the investment and the IPEV guidelines.
As required by the Standard, an analysis of financial assets and liabilities,
which identifies the risk of the Company's holding of such items, is
provided. The Standard requires an analysis of investments carried at fair
value based on the reliability and significance of the information used to
measure their fair value. In order to provide further information on the
valuation techniques used to measure assets carried at fairvalue, we have
categorised the measurement basis into a "fair value hierarchy" as follows:
- Quoted market prices in active markets - "Level 1"
Inputs to Level 1 fair values are quoted prices in active markets for
identical assets. An active market is one in which transactions occur with
sufficient frequency and volume to provide pricing information on an ongoing
basis. The Company's investments in AIM quoted equities and money market
funds are recognised within this category.
- Valued using models with significant observable market parameters - "Level 2"
Inputs to Level 2 fair values are inputs other than quoted prices included
within Level 1 that are observable for the asset, either directly
or indirectly. The Company's investments in Structured Products are
classified within this category.
- Valued using models with significant unobservable market parameters - "Level
3"
Inputs to Level 3 fair values are unobservable inputs for the asset.
Unobservable inputs may have been used to measure fair value to the extent
that observable inputs are not available, thereby allowing for situations in
which there is little, if any, market activity for the asset at the
measurement date (or market information for the inputs to any valuation
models). As such, unobservable inputs reflect the assumptions the Company
considers that market participants would use in pricing the asset. The
Company's unquoted equities and loan stock are classified within this
category. As explained in note 1, unquoted investments are valued in accordance
with the IPEV guidelines.
The table below shows movements in the assets measured at fair value based on
Level 3 valuation techniques for which any significant input is not based on
observable market data. During the year there were no transfers between Levels
1, 2 or 3.
Ordinary Share Fund
Financial Assets at Fair Value through Profit or
Loss
At 28 February 2015
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Structured Products - 909 - 909
Unquoted equity - - 1,376 1,376
Quoted equity 88 - - 88
Money market funds 1 - - 1
Loan stock - - 687 687
89 909 2,063 3,061
Financial Assets at Fair Value through Profit or
Loss
At 28 February 2014
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Structured Products - 1,883 - 1,883
Unquoted equity - - 1,379 1,379
Quoted equity 88 - - 88
Money market funds 1 - - 1
Loan stock - - 1,222 1,222
89 1,883 2,601 4,573
C Share Fund
Financial Assets at Fair Value through Profit or
Loss
At 28 February 2015
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Structured Products - 538 - 538
Unquoted equity - - 592 592
Quoted equity 318 - - 318
Money market funds 1 - - 1
Loan stock - - 200 200
319 538 792 1,649
Financial Assets at Fair Value through Profit or
Loss
At 28 February 2014
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Structured Products - 503 - 503
Unquoted equity - - 620 620
Quoted equity 203 - - 203
Money market funds 1 - - 1
Loan stock - - 320 320
204 503 940 1,647
Total
Financial Assets at Fair Value through Profit or
Loss
At 28 February 2015
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Structured Products - 1,447 - 1,447
Unquoted equity - - 1,968 1,968
Quoted equity 406 - - 406
Money market funds 2 - - 2
Loan stock - - 887 887
408 1,447 2,855 4,710
Financial Assets at Fair Value through Profit or
Loss
At 28 February 2014
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Structured Products - 2,386 - 2,386
Unquoted equity - - 1,999 1,999
Quoted equity 291 - - 291
Money market funds 2 - - 2
Loan stock - - 1,542 1,542
293 2,386 3,541 6,220
The Standard requires disclosure, by class of financial instruments, if the
effect of changing one or more inputs to reasonably possible alternative
assumptions would result in a significant change to the fair value measurement.
The information used in determination of the fair value of Level 3
investments is chosen with reference to the specific underlying circumstances
and position of the investee company. The portfolio has been reviewed and
both downside and upside reasonable possible alternative assumptions have been
identified and applied to the valuation of the unquoted investments.
Applying the downside alternatives, the value of the unquoted investment
portfolio for the Ordinary Share Fund would be £99,041 or 4.8 per cent. lower
(2014: £124,948 or 4.8 per cent. lower), for the C Share Fund would be £55,017
or 7.0 per cent. lower (2014: £61,252 or 6.5 per cent. lower), and in total
it would be £154,058 or 5.4 per cent. lower (2014: £186,200 or 5.3 per cent.
lower). Using the upside alternatives, the value of the unquoted investment
portfolio for the Ordinary Share Fund would be increased by £115,445 or 5.6 per
cent. (2014: £106,133 or 4.1 per cent.), for the C Share Fund it would be
increased by £54,062 or 6.8 per cent. (2014: 40,879 or 4.4 per cent.), and in
total it would be increased by £169,507 or 5.9 per cent. (2014: £147,012 or
4.2 per cent.).
16. Transactions with Related Parties
John Glencross, a Director of the Company, is considered to be a related
party due to his position as Chief Executive and a director of Calculus
Capital, one of the Company's Investment Managers. He does not receive any
remuneration from the Company. He is a director of Terrain, and was
previously a director of Lime Technology and Human Race, companies in which the
Company has invested. Fees for the provision of Mr Glencross as a director of
these companies are paid to Calculus Capital, as disclosed in note 17.
17. Transactions with Investment Managers
Investec Structured Products, an Investment Manager to the Company, is
entitled to a performance incentive fee. Investec Structured Products will
receive an arrangement fee of 0.75 per cent. of the amount invested in each
Structured Product. This arrangement fee shall be paid to Investec Structured
Products by the issuer of the relevant Structured Product. No arrangement fee
will be paid to Investec Structured Products in respect of any decision to
invest in Investec-issued Structured Products. Investec Structured Products has
agreed not to earn an annual management fee from the Company.
As at 28 February 2015, £76,000 (2014: £80,000) was owed by Investec
Structured Products as claw back of costs in excess of the agreed expenses
cap of 3 per cent. (£53,000 to the Ordinary Share Fund and £23,000 to the C
Share Fund).
Calculus Capital receives an investment management fee from the Company. For
the year ended 28 February 2015, fees of £59,000 (2014: £62,000) were payable
to Calculus Capital (£42,000 payable by the Ordinary Share Fund and £17,000 by
the C Share Fund), of which £27,000 (2014: £69,000) was outstanding as at 28
February 2015.
No incentive fee accrued to either Investment Manager during the year (2014:
£nil).
Calculus Capital receives an annual fee from Terrain, Lime Technology,
Hampshire, Metropolitan, Money Dashboard, Human Race and Quai for the
provision of a director, as well as an annual monitoring fee which also covers
the provision of certain administrative support services. In the year ended
28 February 2015, the amount payable to Calculus Capital which was attributable
to the investment made by the Company was £983 (2014: £2,291) from Terrain, £
3,612 (2014: £2,112) from Lime Technology, £3,009 (2014: £2,167) from
Hampshire, £2,483 (2014: £1,201) from Metropolitan, £1,215 (2014: £186) from
Money Dashboard, £3,530 (2014: £3,665) from Human Race and £1,596 (2014: £
nil) from Quai (all excluding VAT).
Calculus Capital receives an annual monitoring fee from AnTech, MicroEnergy
and Tollan which covers the provision of certain administrative support
services. In the year ended 28 February 2015, the amount payable to Calculus
Capital that was attributable to the investment made by the Company was £
1,932 (2014: £1,233) from AnTech, £1,189 (2014: £2,097) from MicroEnergy and £
328 (2014: £2,813) from Tollan (excluding VAT).
Calculus Capital receives an annual fee from Brigantes, Corfe, Pico's Limited
and Dryden for the provision of a director. The amount payable to Calculus
Capital in the year ended 28 February 2015 which was attributable to the
investment made by the Company was £751 ( 2014: £734) from Brigantes, £449
(2014: £435) from Corfe, £397 (2014: £374) from Pico's Limited and £285 (2014:
£1,186) from Dryden ( excluding VAT).
In the year ended 28 February 2015, Calculus Capital received arrangement
fees as a result of the Company's new investments. Calculus Capital received
an arrangement fee of £4,504 from Quai.
SHAREHOLDER INFORMATION
Annual General Meeting
This year's Annual General Meeting of the Company will be held at the offices
of Investec Structured Products, 2 Gresham Street London EC2V 7QP on 21 July
2015 at 11.00 am.
Key Dates for 2015
Company's year end 28 February 2015
Annual results announced June 2015
Annual General Meeting 21 July 2015
Dividends payable 29 July 2015
Company's half year end 31 August 2015
Half yearly results announced October 2015
Ordinary Share Interim Return Date 14 December 2015
Payment of Dividends
Cash dividends will be sent by cheque to the first-named shareholder on the
share register at their registered address, together with a tax voucher. At
shareholders' request, dividends may instead be paid direct into the
shareholder's bank account through the Bankers' Automated Clearing System
("BACS"). This may be arranged by contacting the Company's Registrars on 0871
664 0300 (calls cost 10p per minute plus network extras. Lines are open from
9.00 am to 5.30 pm Monday to Friday) or by visiting the website at
www.capitaregistrars.com/shareholders.
Price and Performance Information
The Company's ordinary shares and C shares are listed on the London Stock
Exchange and share prices can be found on their website,
www.londonstockexchange.com. The Company's net asset value is announced
quarterly and can also be viewed on the London Stock Exchange website or the
Calculus Capital website, http://www.calculuscapital.com/.
Share Dealing
Investors wishing to purchase shares in the Company, or sell all or part of
their existing holdings, may do so through a stockbroker. Most banks also offer
this service.
Share Register Enquiries
The Company's Registrars, Capita Asset Services, maintain the share register.
In the event of queries regarding your shareholding, please contact the
Registrars on 0871 664 0300 (calls cost 10p per minute plus network extras.
Lines are open from 9.00 am to 5.30 pm Monday to Friday) or by visiting the
website at www.capitaregistrars.com/shareholders.
Qualification as a VCT
To qualify as a VCT, a company must be approved as such by HM Revenue &
Customs. To obtain such approval it must:
(a) not be a close company;
(b) have each class of its ordinary share capital listed on the London Stock
Exchange;
(c) derive its income wholly or mainly from shares or securities;
(d) have at least 70 per cent. by VCT Value of its investments in shares or
securities in Venture Capital Investments, of which 30 per cent. by VCT Value
must be in eligible shares;
(e) have at least 10 per cent. by VCT Value of each Venture Capital Investment
in eligible shares;
(f) not have more than 15 per cent. by VCT Value of its investments in a single
company or group (other than a VCT or a company which would, if its shares were
listed, qualify as a VCT); and
(g) not retain more than 15 per cent. of its income derived from shares and
securities in any accounting period.
The requirement set out in paragraph (d) above has been amended for funds
raised from 6 April 2011, such that at least 70 per cent. by VCT Value of a
VCT's investments in shares or securities in qualifying investments must be in
eligible shares. For funds raised from 6 April 2011, 'eligible shares' means
shares which do not carry any right to be redeemed or a preferential right to
assets on a winding-up or to dividends (in respect of the latter, where the
right to the dividend is cumulative or, where the amount or dates of payment of
the dividend may be varied by the company, a shareholder or any other person).
Approval as a VCT
A VCT must be approved at all times by HM Revenue & Customs. Approval has
effect from the time specified in the approval.
A VCT cannot be approved unless the tests detailed above are met throughout the
most recent complete accounting period of the VCT and HM Revenue & Customs is
satisfied that they will be met in relation to the accounting period of the VCT
which is current when the application is made. However, where a VCT raises
further funds, VCTs are given grace periods to invest those funds before such
funds need to meet such tests.
However, to aid the launch of a VCT, HM Revenue & Customs may give provisional
approval if satisfied that conditions (b), (c), (f) and (g) above will be met
throughout the current or subsequent accounting period and condition (d) above
will be met in relation to an accounting period commencing no later than three
years after the date of provisional approval.
Withdrawal of Approval
Approval of a VCT (full or provisional) may be withdrawn by HM Revenue &
Customs if the various tests set out above are not satisfied. The exemption
from corporation tax on capital gains will not apply to any gain realised after
the point at which VCT status is lost.
Withdrawal of full approval generally has effect from the time when notice is
given to the VCT but, in relation to capital gains of the VCT only, can be
backdated to not earlier than the first day of the accounting period commencing
immediately after the last accounting period of the VCT in which all of the
tests were satisfied. Withdrawal of provisional approval has the effect as if
provisional approval had never been given (including the requirement to pay
corporation tax on prior gains).
The above is only a summary of the conditions to be satisfied for a company to
be treated as a VCT.
Company Information
Directors
Michael O'Higgins (Chairman)
Kate Cornish-Bowden
Arthur John Glencross
Steven Guy Meeks
Registered Office
Beaufort House
51 New North Road
Exeter EX4 4EP
Telephone: 01392 477 500
Company Number
07142153
Structured Products Investment
Manager
Investec Structured Products
2 Gresham Street
London EC2V 7QP
Telephone: 020 7597 4000
Website: http://www.investecstructuredproducts.com/
Venture Capital Investments Manager
Calculus Capital Limited
104 Park Street
London W1K 6NF
Telephone: 020 7493 4940
Website: http://www.calculuscapital.com/
Fund Administrator and
Company Secretary
Capita Sinclair Henderson Limited
(Trading as Capita Asset Services)
Beaufort House
51 New North Road
Exeter EX4 4EP
Auditor
Grant Thornton UK LLP
30 Finsbury Square
London EC2P 2YU
Sponsor and Broker
Nplus1 Singer Advisory LLP
One Hanover Street
London W1S 1YZ
Registrars
Capita Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Telephone: 0871 664 0300
(Calls cost 10p per minute plus network extras.
Lines are open Monday to Friday 9.00 am to 5.30 pm)
National Storage Mechanism
A copy of the Annual Report and Accounts will be submitted shortly to the
National Storage Mechanism ("NSM") and will be available for inspection at the
NSM, which is situated at: www.morningstar.co.uk/uk/NSM
ENDS
Neither the contents of the Company's website nor the contents of any website
accessible from hyperlinks on this announcement (or any other website) is
incorporated into, or forms part of, this announcement.
INVESTEC STRUC ORD 1P : STRUCTURED PRODUCTS CALCULUS VCT PLC - Annual Financial Report
June 12, 2015 at 06:11 pm
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© PRNewswire - 2015
