TIDMDPV9
DOWNING PLANNED EXIT VCT 9 PLC
FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2012
FINANCIAL SUMMARY
31 Dec 31 Dec
2012 2011
Pence Pence
Net asset value per Ordinary Share 80.1 82.3
Net asset value per 'A' Share 0.1 0.1
Cumulative distributions per Ordinary Share and 'A'
Share 10.0 7.5
Total return per Ordinary Share and 'A' Share 90.2 89.9
CHAIRMAN'S STATEMENT
Introduction
The year ended 31 December 2012 has been a stable period for the Company
with a limited level of investment activity and a small uplift in total
return.
Portfolio activity
The Company was effectively fully invested throughout the year, but
there were two small realisations in the form of loan stock redemptions,
which produced proceeds of GBP456,000.
The Company made a small follow-on investment in The Thames Club Limited
to provide further working capital to the business. The Company also
took advantage of a non-qualifying investment opportunity to invest
GBP300,000 in Southampton Hotel Developments Limited, which is building
a hotel at The Ageas Bowl (formerly known as the Rosebowl Cricket
Ground). This investment is expected to earn an attractive yield for
approximately 18 months and has the prospect of good capital uplift.
Investment valuations
In reviewing the investment portfolio at the year end, the Board made
adjustments to two valuations. Crossco (1135) Limited, which trades as
Kingsclere Nurseries, has continued to make good progress, justifying an
uplift of GBP49,000. The Thames Club Limited has faced significant
challenges in building the business to the levels anticipated at the
time of investment. Although it is making some progress, the company
required further funding during the year and the Board concluded that a
reduction in value of GBP155,000 was appropriate.
All other portfolio companies are performing close to expectation or
their revised plan and have been carried at their previous valuation.
Net unrealised losses on the portfolio for the year were GBP106,000.
Net asset value
The net asset value per Ordinary Share ("NAV") at 31 December 2012 was
80.1p and NAV per 'A' Share was 0.1p. This represents an increase in the
combined NAV of 0.4% since the previous year end after adding back the
dividend of 2.5p paid during the year.
Total Return (NAV plus cumulative dividends) for a combined holding of
one Ordinary and one 'A' Share now stands at 90.2p, against the original
cost, net of income tax relief, of 70p.
Results
The return on ordinary activities after taxation for the year was
GBP22,000 (2011: GBP91,000), comprising a revenue profit of GBP128,000
(2011: GBP211,000) and a capital loss of GBP106,000 (2011: GBP120,000).
Dividends
The Board is proposing to pay a dividend of 2.5p per Ordinary Share on
28 June 2013 to Shareholders on the register at the close of business on
31 May 2013.
Investment realisation plans
The Company's objective is to seek to realise its investments
approximately five years after the close of the Offer for Subscription
in order to return funds to Shareholders. Since the Company's launch in
October 2007, the economic landscape has shifted dramatically. This has
resulted in much less liquidity in the markets for assets such as those
owned by the Company's investees and a dramatic reduction in the level
of bank funding available for refinancing.
The five year anniversary of the close of the Offer for Subscription
occurs in July 2013. In view of the above, it is clear that the task of
realising the Company's investments is likely to take considerably
longer than was originally envisaged.
It is possible that exits could be achieved more rapidly by seeking
disposals at undervalue. Both the Board and the Manager are, however, of
the opinion that most Shareholders would not be supportive of such a
strategy and therefore propose to pursue realisations at full value even
if these may take longer to secure.
The Manager has been able to plan for the disposal of several portfolio
companies and believes that at least 30% by value can be realised in the
next 12 months. With the remaining investments it is more difficult to
formulate clear exit plans as many involve finding a trade purchaser for
the business or the investment partner being able to refinance the VCT's
investment.
As and when realisations are made, proceeds will be distributed to
Shareholders. This is likely to be done by way of dividends or capital
distributions.
In view of the fact that the process of exiting will take some time, the
Board is keen to reduce ongoing running costs where possible. The Board
is therefore considering options for the Company to enter a formal VCT
winding-up period. This would allow the Company to delist, making a
significant saving in costs, and would involve the appointment of a
liquidator to oversee the investment realisation process. Should the
Board conclude that this is a desirable route, formal proposals will be
presented to Shareholders.
Share buybacks
During the year, the Company made market purchases of 67,800 of its own
Ordinary Shares at a price of 73.7p per share and 33,000 of its own 'A'
Shares at a price of 0.1p per share.
As the Company is now approaching the stage where it is seeking to
return funds to Shareholders, the Board does not intend to support any
further share buyback programme. It is intended that investment
realisation proceeds will be distributed to all Shareholders rather than
used to fund buybacks from specific Shareholders.
To give the Company some flexibility should appropriate circumstances
arise, a proposal to renew the authority for the Board to be able to
make market purchases of shares will be proposed at the forthcoming AGM.
Annual General Meeting
The Company's fifth Annual General Meeting ("AGM") will be held at 10
Lower Grosvenor Place, London SW1W 0EN at 10:35 am on 19 June 2013.
One item of special business is proposed at the AGM in respect of the
authority to buy in shares as noted above.
Outlook
The Manager's role is now focussed on developing realisation plans for
the Company's investments. It is clear that, with continued limited
availability of bank finance, the task will be challenging and will take
some time to achieve. There is however some visibility on exits from a
number of investments and the Board is hopeful that it will be in a
position to make a significant distribution in the next year.
In respect of some of the investments, it is possible that it will take
some years to achieve a full exit at an acceptable value, and the Board
believes that this is preferable to seeking to dispose of investments at
significantly discounted values. I will update Shareholders in my
statement with the Half-Yearly Report to 30 June 2013 on progress in
respect of realisations and possible plans for the Company to enter a
formal winding up period.
Hugh Gillespie
Chairman
INVESTMENT MANAGER'S REPORT
Introduction
The Company is now fully invested and performing reasonably in line with
its plan, despite the challenging economic environment. Further
investment activity is limited to reinvesting proceeds from divestments
when short term investment opportunities arise.
Investment activity
The Company began the year with GBP6.7million of investments and ended
the year with GBP6.5million spread across a portfolio of 14 investments.
During the year, the Company made investments totalling GBP350,000,
divestments of GBP456,000 and recognised a valuation decrease on
existing investments of GBP106,000.
Of the two additions made during the year GBP300,000 was invested in a
non-qualifying opportunity, Southampton Hotel Developments Limited. The
company is developing a hotel at the Ageas Bowl, the home of Hampshire
Cricket Club. The investment pays an on-going yield and provides the
company with a share in part of the completed development. The hotel is
due to be completed at the end of 2013. A GBP50,000 follow on investment
in The Thames Club Limited was made during the year to aid cash flow.
The portfolio returned income of GBP365,000 (2012: GBP495,000) in the
year and a net return of GBP128,000 after expenses and tax; or 1.5p
return per share. This profit was reduced by a GBP106,000 capital loss
(or 1.2p per share) owing to the decrease in value of one investment,
which was greater than the increase in value on another investment,
reflecting their improved trading performance. The resulting net return
of 0.3p per share in the year reflects the improvements in the Company's
maturing portfolio in the last year.
The Company expects the current portfolio to provide the core of its
income and growth in the medium term and will therefore focus on
managing its existing investments before seeking to return funds to
Shareholders over the next two years.
Portfolio valuation
The majority of the portfolio performed in line with expectations during
the year with one exception giving rise to a GBP106,000 decrease in the
valuation of the portfolio being recognised. A GBP49,000 increase in the
value of Crossco (1135) Limited (trading as Kingsclere Nurseries) was
countered by a GBP155,000 decrease in the value of The Thames Club
Limited.
The investment in Crossco (1135) Limited was made four years ago, the
business is performing well and we are working closely with the
Investment Partner to secure an exit for the Company over the course of
the next year. The GBP49,000 increase in value recognises part of the
anticipated uplift that will be due to the Company on exit.
The investment in The Thames Club Limited was written down by GBP155,000
at the Company's year end following disappointing 2012 trading results
which were significantly behind budget. A new management team has been
appointed who are working hard to increase membership numbers at the
club whilst keeping a tight control on costs. The business is now two
years behind plan, however, we are confident that over the course of the
next year the new management team will begin rebuilding the business and
deliver improving results.
Outlook
The uncertain economic environment is expected to continue throughout
2013 with consumer confidence unlikely to improve in the short term. The
Company is working closely with our investment partners to secure exits
at satisfactory values in order to return funds to Shareholders.
Downing Managers 9 Limited
REVIEW OF INVESTMENTS
Portfolio of investments
The following investments, all of which are incorporated in England and
Wales, were held at 31 December 2012:
Valuation
movement % of
Cost Valuation in year portfolio
GBP'000 GBP'000 GBP'000
Qualifying and part-qualifying
investments
Hoole Hall Country Club Holdings
Limited* 1,094 1,161 - 17.1%
Crossco (1135) Limited t/a
Kingsclere Nurseries Limited 998 1,130 49 16.6%
Cadbury House Holdings Limited 700 763 - 11.2%
West Tower Holdings Limited 1,150 750 - 11.0%
Horsham Bowl Limited* 861 681 - 10.0%
Hoole Hall Spa and Leisure Club
Limited 562 613 - 9.0%
The Thames Club Limited 1,125 350 (155) 5.2%
Chapel Street Food and Beverage
Limited 50 50 - 0.7%
Chapel Street Services Limited 50 50 - 0.7%
6,590 5,548 (106) 81.5%
Non-qualifying investments
Future Biogas (SF) Limited 350 350 - 5.2%
Southampton Hotel Developments
Limited 300 300 - 4.4%
Snow Hill Developments LLP 250 250 - 3.7%
Fenkle Street LLP 92 92 - 1.4%
Chapel Street Hotel Limited 2 2 - 0.0%
994 994 - 14.7%
7,584 6,542 (106) 96.2%
Cash at bank and in hand 257 3.8%
Total investments 6,799 100.0%
Investment movements for the year ended 31 December 2012
ADDITIONS
GBP'000
Southampton Hotel Developments Limited 300
The Thames Club Limited 50
350
DISPOSALS
Market
Value at Profit Realised
Cost 31/12/11** Proceeds vs. cost gain
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Loan stock redemptions
Kings Gap Group Limited 400 400 400 - -
Sanguine Hospitality
Limited 56 56 56 - -
456 456 456 - -
* Partially non-qualifying VCT investment
** Adjusted for purchases during the year
Directors' responsibilities statement
The Directors are responsible for preparing the Report of the Directors,
the Directors Remuneration Report, and the financial statements in
accordance with applicable law and regulations. They are also
responsible for ensuring that the Annual Report includes information
required by the Listing Rules of the Financial Conduct Authority.
Company law requires the Directors to prepare financial statements for
each financial year. Under that law the Directors have elected to
prepare the financial statements in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom Accounting
Standards and applicable law). Under company law the Directors must not
approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Company and of
the profit or loss of the Company for that period. In preparing those
financial statements, 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 financial statements; and
* prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will continue in
business.
The Directors are responsible for keeping adequate accounting records
that are sufficient to show and explain the Company's transactions, to
disclose with reasonable accuracy at any time the financial position of
the Company and to enable them to ensure that the financial statements
comply with the requirements of 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.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Manager's website.
Legislation in the United Kingdom governing the preparation and
dissemination of the financial statements and other information included
in annual reports may differ from legislation in other jurisdictions.
Statement as to disclosure of information to the Auditor
The Directors in office at the date of the report have confirmed, as far
as they are aware, that there is no relevant audit information of which
the Auditor is unaware. Each of the Directors has confirmed that they
have taken all the steps that they ought to have taken as Directors in
order to make themselves aware of any relevant audit information and to
establish that it has been communicated to the Auditor.
INCOME STATEMENT
for the year ended 31 December 2012
2012 2011
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Income 365 - 365 495 - 495
Net loss on investments - (106) (106) - (120) (120)
365 (106) 259 495 (120) 375
Investment management
fees (70) - (70) (85) - (85)
Other expenses (134) - (134) (126) - (126)
Return/(loss) on
ordinary activities
before tax 161 (106) 55 284 (120) 164
Tax on ordinary
activities (33) - (33) (73) - (73)
Return/(loss)
attributable to equity
shareholders 128 (106) 22 211 (120) 91
Basic and diluted return/(loss)
per share:
Ordinary Share 1.5p (1.2p) 0.3p 2.4p (1.4p) 1.0p
'A' Share - - - - - -
All Revenue and Capital items in the above statement derive from
continuing operations. No operations were acquired or discontinued
during the year. The total column within the Income Statement represents
the profit and loss account of the Company.
A Statement of Total Recognised Gains and Losses has not been prepared
as all gains and losses are recognised in the Income Statement noted
above.
Other than revaluation movements arising on investments held at fair
value through profit and loss, there were no differences between the
return/loss as stated above and historical cost.
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
2012 2011
GBP'000 GBP'000
Opening Shareholders' funds 7,139 7,265
Purchase of own shares (50)
Dividends paid (216) (217)
Total profit/(loss) for the year 22 91
Closing Shareholders' funds 6,895 7,139
BALANCE SHEET
as at 31 December 2012
2012 2011
GBP'000 GBP'000 GBP'000 GBP'000
Fixed assets
Investments 6,542 6,754
Current assets
Debtors 209 196
Cash at bank and in hand 257 344
466 540
Creditors: amounts falling due within one
year (113) (155)
Net current assets 353 385
Net assets 6,895 7,139
Capital and reserves
Called up Ordinary Share capital 9 9
Called up 'A' Share capital 13 13
Deferred Share capital 3 3
Special reserve 7,724 7,817
Revaluation reserve (1,042) (936)
Capital reserve - realised 44 44
Revenue reserve 144 189
Total equity shareholders' funds 6,895 7,139
Basic and diluted net asset value per
share
Ordinary Share 80.1p 82.3p
'A' Share 0.1p 0.1p
CASH FLOW STATEMENT
for the year ended 31 December 2012
2012 2011
GBP'000 GBP'000
Net cash inflow from operating activities 142 213
Taxation
Corporation tax paid (69) -
Capital expenditure
Purchase of investments (350) (744)
Proceeds from disposal of investments 456 776
Net cash inflow from capital expenditure 106 32
Equity dividends paid (216) (217)
Net cash (outflow)/inflow before financing (37) 28
Financing
Purchase of own shares (50) -
Net cash outflow from financing (50) -
(Decrease)/ increase in cash (87) 28
NOTES TO THE ACCOUNTS
for the year ended 31 December 2012
1. Accounting policies
Basis of accounting
The Company has prepared its financial statements under UK Generally
Accepted Accounting Practice ("UK GAAP") and in accordance with the
Statement of Recommended Practice "Financial Statements of Investment
Trust Companies and Venture Capital Trusts" revised January 2009
("SORP").
The financial statements are prepared under the historical cost
convention except for the certain financial instruments measured at fair
value and on the basis that it is not necessary to prepare consolidated
accounts as explained in note 9.
The Company implements new Financial Reporting Standards issued by the
Financial Reporting Council when required.
Presentation of Income Statement
In order to better reflect the activities of a Venture Capital Trust and
in accordance with the SORP, supplementary information which analyses
the Income Statement between items of a revenue and capital nature has
been presented alongside the Income Statement. The net revenue is the
measure the Directors believe appropriate in assessing the Company's
compliance with certain requirements set out in Part 6 of the Income Tax
Act 2007.
Investments
All investments are designated as "fair value through profit or loss"
assets due to investments being managed and performance evaluated on a
fair value basis. A financial asset is designated within this category
if it is both acquired and managed on a fair value basis, with a view to
selling after a period of time, in accordance with the Company's
documented investment policy. The fair value of an investment upon
acquisition is deemed to be cost. Thereafter, investments are measured
at fair value in accordance with the International Private Equity and
Venture Capital Valuation Guidelines ("IPEV") together with FRS 26.
For unquoted investments, fair value is established by using the IPEV
guidelines. The valuation methodologies for unquoted entities used by
the IPEV to ascertain the fair value of an investment are as follows:
* Price of recent investment;
* Multiples;
* Net assets;
* Discounted cash flows or earnings (of underlying business);
* Discounted cash flows (from the investment); and
* Industry valuation benchmarks.
The methodology applied takes account of the nature, facts and
circumstances of the individual investment and uses reasonable data,
market inputs, assumptions and estimates in order to ascertain fair
value.
Gains and losses arising from changes in fair value are included in the
Income Statement for the year as a capital item and transaction costs on
acquisition or disposal of the investment are expensed.
Where an investee company has gone into receivership, liquidation or
administration (where there is little likelihood of recovery), the loss
on the investment, although not physically disposed of, is treated as
being realised.
It is not the Company's policy to exercise significant influence over
investee companies. Therefore, the results of these companies are not
incorporated into the Income Statement except to the extent of any
income accrued. This is in accordance with the SORP that does not
require portfolio investments to be accounted for using the equity
method of accounting.
Income
Dividend income from investments is recognised when the Shareholders'
rights to receive payment has been established, normally the ex-dividend
date.
Interest income is accrued on a time apportionment basis, by reference
to the principal sum outstanding and at the effective rate applicable
and only where there is reasonable certainty of collection.
Expenses
All expenses are accounted for on an accruals basis. In respect of the
analysis between revenue and capital items presented within the Income
Statement, all expenses have been presented as revenue items except as
follows:
* Expenses which are incidental to the disposal of an investment
are deducted from the disposal proceeds of the investment; and
* Expenses are split and presented partly as capital items where
a connection with the maintenance or enhancement of the value of the
investments held can be demonstrated. The Company has adopted a policy
of charging 100% of the Investment Manager's fees to the revenue
account.
Taxation
The tax effects on different items in the Income Statement are allocated
between capital and revenue on the same basis as the particular item to
which they relate, using the Company's effective rate of tax for the
accounting period.
Due to the Company's status as a Venture Capital Trust and the continued
intention to meet the conditions required to comply with Part 6 of the
Income Tax Act 2007, no provision for taxation is required in respect of
any realised or unrealised appreciation of the Company's investments
which arises.
Deferred taxation, which is not discounted, is provided in full on
timing differences that result in an obligation at the balance sheet
date to pay more tax, or a right to pay less tax at a future date, at
rates expected to apply when they crystallise based on current tax rates
and law. Timing differences arise from the inclusion of items of income
and expenditure in taxation computations in periods different from those
in which they are included in the accounts.
Other debtors, other creditors and loan notes
Other debtors (including accrued income), other creditors and loan notes
(other than those held as part of the investment portfolio as set out in
note 9) are included within the accounts at amortised cost.
2. Basic and diluted return per share
Weighted average number Revenue Capital
of shares in issue return loss
Return per share is calculated on
the following: GBP'000 GBP'000
Year ended 31
December 2012 Ordinary Shares 8,650,931 128 (106)
'A' Shares 12,982,283 - -
Year ended 31
December 2011 Ordinary Shares 8,657,673 211 (120)
'A' Shares 12,986,507 - -
As the Company has not issued any convertible securities or share
options, there is no dilutive effect on return per Ordinary Share or 'A'
Share. The return per share disclosed therefore represents both the
basic and diluted return per Ordinary Share and 'A' Share.
3. Basic and diluted net asset value per share
2012 2011
Shares in issue Net asset value Net asset value
Pence per Pence per
2012 2011 share GBP'000 share GBP'000
Ordinary
Shares 8,589,873 8,657,673 80.1 6,972 82.3 7,130
'A' Shares 12,953,507 12,986,507 0.1 13 0.1 9
80.2 6,985 82.4 7,139
The Directors allocate the assets and liabilities of the Company between
the Ordinary Shares and 'A' Shares such that each share class has
sufficient net assets to represent its dividend and return of capital
rights as described in note 18.
As the Company has not issued any convertible shares or share options,
there is no dilutive net asset value per Ordinary Share or per 'A'
Share. The net asset value per share disclosed therefore represents both
the basic and diluted net asset value per Ordinary Share and per 'A'
Share.
4. Principal risks
The Company's investment activities expose the Company to a number of
risks associated with financial instruments and the sectors in which the
Company invests. The principal financial risks arising from the
Company's operations are:
* Investment risks
* Credit risk
* Liquidity risk
The Board regularly reviews these risks and the policies in place for
managing them. There have been no significant changes to the nature of
the risks that the Company is exposed to over the year and there have
also been no significant changes to the policies for managing those
risks during the year.
The risk management policies used by the Company in respect of the
principal financial risks and a review of the financial instruments held
at the year end are provided below:
Investment risks
As a VCT, the Company is exposed to investment risks in the form of
potential losses and gains that may arise on the investments it holds in
accordance with its investment policy. The management of these market
risks is a fundamental part of investment activities undertaken by the
Investment Manager and overseen by the Board. The Manager monitors
investments through regular contact with management of investee
companies, regular review of management accounts and other financial
information and attendance at investee company board meetings. This
enables the Manager to manage the investment risk in respect of
individual investments. Investment risk is also mitigated by holding a
diversified portfolio spread across various business sectors and asset
classes.
The key market risks to which the Company is exposed are:
* Investment price risk
* Interest rate risk
Investment price risk
Investment price risk arises from uncertainty about the future prices
and valuations of financial instruments held in accordance with the
Company's investment objectives. It represents the potential loss that
the Company might suffer through changes in the fair value of unquoted
investments that it holds.
Interest rate risk
The Company accepts exposure to interest rate risk on floating-rate
financial assets through the effect of changes in prevailing interest
rates. The Company receives interest on its cash deposits at a rate
agreed with its bankers. Investments in loan stock attract interest
predominately at fixed rates. A summary of the interest rate profile of
the Company's investments is shown below.
There are four categories in respect of interest which are attributable
to the financial instruments held by the Company as follows:
* "Fixed rate" assets represent investments with predetermined
yield targets and comprise certain loan note investments and
Preference Shares;
* "Variable rate" assets represent investments with interest
rates linked to Bank of England base rate in accordance with loan
agreements;
* "Floating rate" assets predominantly bear interest at rates
linked to Bank of England base rate or LIBOR and comprise cash
at bank and liquidity fund investments and certain loan note
investments; and
* "No interest rate" assets do not attract interest and comprise
equity investments, certain loan note investments, loans and
receivables (excluding cash at bank) and other financial liabilities.
The Company monitors the level of income received from fixed and
floating rate assets and, if appropriate, may make adjustments to the
allocation between the categories, in particular, should this be
required to ensure compliance with the VCT regulations.
It is estimated that an increase of 1% in interest rates would have
increased total return before taxation for the year by GBP3,000. As the
Bank of England base rate stood at 0.5% per annum throughout the year,
it is not believed that a reduction from this level is likely.
Credit risk
Credit risk is the risk that the counterparty to a financial instrument
is unable to discharge a commitment to the Company made under that
instrument. The Company is exposed to credit risk through its holdings
of loan stock in investee companies, investments in liquidity funds,
cash deposits and debtors.
The Manager manages credit risk in respect of loan stock with a similar
approach as described under "Investment risks" above. The management of
credit risk associated interest, dividends and other receivables is
covered within the investment management procedures. The level of
security is a key means of managing credit risk.
Cash is held by Bank of Scotland plc and Royal Bank of Scotland plc,
both of which are A-rated financial institutions and both also
ultimately part-owned by the UK Government. Consequently, the Directors
consider that the credit risk associated with cash deposits is low.
There have been no changes in fair value during the year that are
directly attributable to changes in credit risk.
Liquidity risk
Liquidity risk is the risk that the Company encounters difficulties in
meeting obligations associated with its financial liabilities. Liquidity
risk may also arise from either the inability to sell financial
instruments when required at their fair values or from the inability to
generate cash inflows as required. The Company normally has a relatively
low level of creditors GBP113,000 (2011: GBP155,000) and has no
borrowings. The Company always holds sufficient levels of funds as cash
in order to meet expenses and other cash outflows as they arise. For
these reasons, the Board believes that the Company's exposure to
liquidity risk is minimal.
The Company's liquidity risk is managed by the Investment Manager in
line with guidance agreed with the Board and is reviewed by the Board at
regular intervals.
5. Related party transactions
Downing Managers 9 Limited ("DM9"), a wholly owned subsidiary, is the
Company's Investment Manager. During the year ended 31 December 2012,
GBP70,000 (2011: GBP85,000) was payable to DM9. Additionally, DM9
provides accounting, secretarial and administrative services for an
annual fee of GBP40,000 (plus an annual RPI increase) per annum. During
the year ended 31 December 2012, GBP45,000 (2011: GBP43,000) was due in
respect of administration fees. At the year end, a balance of GBP27,000
(2011: GBP33,000) was due to DM9.
ANNOUNCEMENT BASED ON AUDITED ACCOUNTS
The financial information set out in this announcement does not
constitute the Company's statutory financial statements in accordance
with section 434 Companies Act 2006 for the year ended 31 December 2012,
but has been extracted from the statutory financial statements for the
year ended 31 December 2012, which were approved by the Board of
Directors on 29 April 2013 and will be delivered to the Registrar of
Companies following the Company's Annual General Meeting. The
Independent Auditor's Report on those financial statements was
unqualified and did not contain any emphasis of matter nor statements
under s498(2) and (3) of the Companies Act 2006.
The statutory accounts for the year ended 31 December 2011 have been
delivered to the Registrar of Companies and received an Independent
Auditor report which was unqualified and did not contain any emphasis of
matter nor statements under s498(2) and (3) of the Companies Act 2006.
A copy of the full annual report and financial statements for the year
ended 31 December 2012 will be printed and posted to shareholders
shortly. Copies will also be available to the public at the registered
office of the Company at 10 Lower Grosvenor Place, London, SW1W 0EN and
will be available for download from www.downing.co.uk.
This announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the
information contained therein.
Source: DOWNING PLANNED EXIT VCT 9 PLC via Thomson Reuters ONE
HUG#1697542
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