British Smaller Companies VCT2 PLC (BSC2)

BSC2’s objective is to provide investors with an attractive long-term tax free dividend yield whilst seeking to maintain and build the capital value of their investment and maintain the Company’s status as a venture capital trust.

The investment strategy of BSC2 is to create a portfolio with a mix of companies operating in traditional industries and those that offer opportunities in the development and application of innovation. BSC2 invests in UK businesses across a broad range of sectors including but not limited to Software, IT & Telecommunications, Business Services, Manufacturing & Industrial Services, Retail & Brands and Healthcare. These investments will primarily be in unquoted companies.

  • Launch Date

    2000

  • Last Valuation Date

    30 Jun 2017

  • Net Asset Value

    £59.4m

  • Net Asset Value (pps)

    59.0

  • Total Return (NAV) & Cumulative dividends (pps)

    113.0

  • Average annual dividend over the last five years (pps)

    4.4

  • Cumulative dividends (pps)

    54.0

  • Effective annual yield Over last five years*

    7.5%

* Based on the average dividend paid over 5 years to 30 June 2017 expressed as a percentage of the last reported NAV (30 June 2017).

Share Price (“BSC”) London Stock Exchange
The Company’s shares can be recommended to ordinary retail investors by financial advisers in accordance with the FCA’s definition of excluded security as it relates to non-mainstream pooled investments.

BSC2 Announcements

BSC2 Accounts and Updates

 BSC2 Annual Reports
BSC2 Annual Report for the year ended 31 December 2016 British Smaller Companies VCT2 plc Annual Report year ended 31 December 2015

British Smaller Companies VCT2 plc Annual Report year ended 31 December 2014

 BSC2 Interim Reports
BSC2 Interim Report to 30 June 2017

British Smaller Companies VCT2 half yearly report to 30 June 2016

British Smaller Companies VCT2 half yearly report to 30 June 2015

British Smaller Companies VCT2 half yearly report to 30 June 2014

 BSC2 Investor Updates
BSC2 Investor Update Spring 2017

BSC2 Investor Update Winter 2016

Investor Update Spring 2016

Investor Update Autumn / Winter 2015

BSC2 Inside Information

Article 17 (1) of the EU’s Market Abuse Regulation (596/2014/EU) (“MAR”) requires the Company to inform the public of inside information (“Inside Information”) as soon as possible and this section of the website includes all announcements which the Company believes to be Inside Information.  This information is also disclosed in the “Announcements” section of the website.

Article 7(1) of MAR defines Inside Information as information of a precise nature which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments.

Date Recent Announcements
23 August 2017 BSC2 Interim Accounts to 30 June 2017
21 March 2017 BSC2 Annual Report for the year ended 31 December 2016
11 August 2016 BSC2 Interim Management Statement for the half year ended 30 June 2016
22 November 2016 Interim Management Statement for the quarter ended 30 June 2016
6 December 2016 BSC2 Interim Management Statement for the quarter ended 30 September 2016 RNS
Interim Reports Annual Report & Accounts
BSC2 Interim Report to 30 June 2017 BSC2 Annual Report for the year ended 31 December 2016

BSC2 Performance

Total Return (Net Asset Value plus cumulative dividends paid per share in pence)
The table below shows the cumulative dividends, the total return on each fundraising round per ordinary share and the total return if a shareholder had opted to participate in the Company’s DRIS. The cumulative dividend and total return figures in this table exclude the benefits of all tax reliefs whilst the last two columns include the benefit of tax reliefs as noted.
Tax year Net asset value at 30 June 2017 Cumulative dividends paid since fundraising Total Return including fundraising* Offer price net of initial tax relief Offer price Overall Return (In DRIS)**
Pence Pence Pence Pence Pence Pence
2000/01 & 2001/02 59.0 54.0 113.0 80.0 100.0 176.1
2001/02 & 2002/03 59.0 54.0 113.0 80.0 100.0 176.1
December 2005 issue of shares on acquisition of British Smaller Technology Companies*** 40.5 36.2 76.7 49.0 69.0 174.9
2009/10 & 2010/11 59.0 32.0 91.0 54.1 77.3 134.7
2010/11 & 2011/12 59.0 28.0 87.0 49.2 70.3 124.9
2012 59.0 24.0 83.0 49.4 70.5 117.6
2012/13 & 2013/14 59.0 19.5 78.5 47.6 68.0 109.0
2013/14 & 2014/15 59.0 15.0 74.0 47.6 68.0 101.5
2014/15 & 2015/16 59.0 10.5 69.5 45.5 65.0 93.5
2015/16 59.0 6.0 65.0 44.1 63.0 86.2
As at 30 June 2017
Notes
* This assumes that at the time of investment the tax relief given on the investment was not invested in shares of the Company.
** NAV plus tax relief on the initial subscription plus additional tax relief and NAV on DRIS shares purchased. Assuming that all dividends since inception were invested under terms of the current DRIS.
*** Assuming initial offer price and initial tax relief from original subscription in British Smaller Technology Companies VCT plc.

* Based on the average dividend paid over 5 years to 30 June 2017 expressed as a percentage of the NAV at 30 June 2017.
Cumulative dividends paid to 30 June  2017: 54.0 pps
Dividends paid to 30 June 2017 (as shown in chart above)
12 May 2017 1.5
26 September 2016 2.0
9 May 2016 2.5
28 September 2015 2.0
 8 June 2015 2.5
 7 October 2014 2.0
 30 June 2014 2.5
 27 September 2013 2.0
 5 June 2013 2.5
 26 October 2012 2.5
 22 May 2012 2.0
 8 September 2011 2.0
 10 June 2011 2.0
 30 September 2010 2.0
 21 May 2010 2.0
 30 October 2009 4.0
19 May 2009 2.0
26 September 2008 4.0
16 May 2008 1.5
30 November 2007 1.5
25 May 2007 2.0
10 February 2006 2.0
3 June 2005 5.0

Buying And Selling Shares

The Company’s ordinary shares can be bought and sold through a stockbroker in the same way as any other company quoted on the London Stock Exchange. There may be tax implications in respect of selling all or part of your holdings, so shareholders should contact their independent financial adviser if they have any queries.

The Company operates a policy of buying its own shares for cancellation as they become available. The Company is, however, unable to buy back shares directly from shareholders. If you are considering selling your shares or trading in the secondary market, please contact the Company’s corporate broker, details above. The broker can provide details of closed periods (when the Company is prohibited from buying in shares) and details of the price at which the Company has brought in shares.

Stockbrokers

Panmure Gordon (UK) Limited
One New Change
London
EC4M 9AF
www.panmure.com

Chris Lloyd 020 7886 2716 chris.lloyd@panmure.com

Paul Nolan
020 7886 2717 paul.nolan@panmure.com

BSC2 Dividend Re-Investment Scheme (DRIS)

The BSC2 DRIS provides investors a tax efficient way of building up their shareholding as an alternative to receiving dividends in cash.

  • Tax free dividends are re-invested in new shares at a 5% discount to the most recent Net Asset Value
  • Newly acquired shares attract 30% income tax relief

Terms and Conditions and Mandate Form

The charts below show the returns received by investors over the last 3 and 5 years to 30 June 2017 based on an initial investment of £10,000. In each case the first bar shows the return of an investor receiving cash dividends and the second bar an investor choosing to re-invest their dividends under the terms of the DRIS, thereby receiving additional shares, additional dividends on those shares and the associated tax reliefs.

BSC2 Portfolio Summary

Based on BSC2 valuations as at 30 June 2017

BSC2 Key Investments as at 30 June 2017

Company Current Cost
£000
Valuation
£000
% of Net
Assets
by Value
ACC Aviation 1,379 3,564 6.0%
Intelligent Office 1,956 3,090 5.2%
Mangar Health 1,640 2,791 4.7%
KeTech 2,000 2,019 3.4%
Springboard Research 1,706 1,890 3.2%
Business Collaborator 1,340 1,810 3.0%
Gill Marine 1,870 1,685 2.8%
GTK 592 1,664 2.8%
Immunobiology 2,482 1,612 2.7%
DisplayPlan 70 1,558 2.6%
Leengate 934 1,492 2.5%
Matillion 1,400 1,400 2.4%
Sipsynergy 1,309 1,219 2.0%
B2M 1,000 1,000 1.7%
Traveltek 980 980 1.7%
Wakefield Acoustics 720 980 1.7%
Macro Art 575 942 1.6%
Deep Secure 500 869 1.5%
Total of investments above £0.75m 22,453 30,565 51.5%
Total Portfolio 31,701 38,692 65.2%

British Smaller Companies VCT2 PLC (BSC2)
£4.25m Top-up Offer – Now Closed

On 3 January 2017 British Smaller Companies VCT2 plc (the “Company”) launched an Offer for Subscription (the “Offer”) to raise up to £4.25 million.

The Board is pleased to announce, within a week of its launch, that the Offer has been fully subscribed from existing shareholders demonstrating their excellent support for the Company and, as a consequence, the Offer is now closed to new applications.

The allotment of new ordinary shares took place on 10 February 2017 and dealings in these shares took place on 17 February 2017.

assets/images/content/tracey_parker.jpgFor more information please contact:

Tracey Nice – Investor Relations Support Manager

T  0113 261 6478     E  tracey.nice@yfmep.com

 

BSC2 Reporting Calendar

2016
December 31

Year End

2017
March 1

March

Year End Results 

March 31

First Quarter End

April 30

April/May

Reports And Accounts Distributed – AGM – First Quarter Results

June 30

Half Year End

August 1

August

Half Year Statements

September 30

Third Quarter End

November 1

November

Third Quarter Results

BSC2 Directors

Richard Last – Chairman (appointed 16 November 2000)

Richard is a Fellow of the Institute of Chartered Accountants in England and Wales with substantial experience in the IT software and services sectors, and is chairman and non-executive director of Servelec Group plc, listed on the main market of the London Stock Exchange.  He is also a chairman and non-executive director of Gamma Communications plc, Tribal Group plc, Lighthouse Group plc and Arcontech Group plc and non–executive director of Corero Network Security plc, all AIM listed. In addition he is a director of a number of private companies including APD Communications Limited, Learn Solutions Limited, both of which he is chairman, and Waste Management Solutions Limited.

Robert Pettigrew (appointed 16 November 2000)

Robert has more than 20 years’ experience in the development of emerging businesses and, in particular, the commercial exploitation of new technologies. He co-founded The Generics Group of companies (renamed Science Group plc) in 1986, which is one of the country’s leading technology consulting and investment groups and was a key member of the team that took the company public in December 2000. He retired from The Generics Group at the end of 2002 to pursue independent investment activities. He is currently an investor-director and non-executive chairman of Sunamp Limited, Odos Imaging Limited and Pervasid Limited as well as being a non-executive director of Acal Energy Limited.

Peter Waller (appointed 1 November 2010)

Peter is an experienced chairman and director with extensive UK and international executive experience in the IT technology, software and services sector.  He initially worked with IBM and Hitachi then with Spring plc, at that time one of the UK’s largest recruitment and training businesses. He is currently chairman of KeyPoint Technologies (UK) Limited, director and founder of Turnberry Management Company Limited and non-executive director of BCS Learning & Development Limited.  For the past decade Peter has worked as a board member with a succession of early stage and early growth private and public companies.  His particular skills are in sales and marketing and working with companies to develop successful sales growth strategies.

BSC2 Advisers

Investment Adviser

YFM Private Equity Limited
5th Floor, Valiant Building,
14 South Parade
Leeds LS1 5QS

Bankers

Santander UK plc
44 Merrion Street
Leeds
LS2 8JQ

Registrars

Link Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Tel: 0371 664 0324
www.linkassetservices.com

VCT Status Adviser

Philip Hare & Associates LLP
Suite C, First Floor
4-6 Staple Inn
Holborn
London WC1V 7QH
www.philiphareassociates.tax

Solicitors

Howard Kennedy LLP
No.1 London Bridge
London SE1 9BG
www.howardkennedy.com

Fixed Interest Securities Adviser

Brewin Dolphin Securities Limited
34 Lisbon Street
Leeds LS1 4LX
www.brewin.co.uk

Independent Auditor

BDO LLP
55 Baker Street
London W1U 7EU
www.bdo.co.uk

Company Secretary

The City Partnership (UK) Limited
110 George Street
Edinburgh EH2 4LH
www.city.uk.com

Stockbrokers

Panmure Gordon (UK) Limited
One New Change
London
EC4M 9AF
www.panmure.com

Chris Lloyd 020 7886 2716 chris.lloyd@panmure.com

Paul Nolan
020 7886 2717 paul.nolan@panmure.com

 

BSC2 Corporate Governance

Please find below links to the terms of reference for the Committees of the Board of British Smaller Companies VCT plc:
British Smaller Companies VCT2  Nominations Committee Terms of Reference 2015
British Smaller Companies VCT2 Audit Committee Terms of Reference May 2017

Registered Office of British Smaller Companies VCT plc

5th Floor Valiant Building
14 South Parade
Leeds
LS1 5QS

Registered No: 04084003


Corporate Governance
A full section on corporate governance is available in the latest BSC2 Annual Report > A full section on corporate governance is available in the latest BSC Annual Report > BSC Accounts and Updates section

British Smaller Companies VCT2 plc is registered with the Financial Conduct Authority as a small registered UK AIFM, No. 659172.

BSC2 Risks

Potential investors are strongly urged to seek independent professional advice when considering an investment in British Smaller Companies VCT2 plc (BSC2 or the Company).

Although the significant tax benefits available to investors in Venture Capital Trusts (VCTs) balance the risk of the investment, there are a number of risk factors of which investors should be aware.

As with most investment products, prospective investors should be aware that the value of ordinary shares in a VCT, and the income from them, may go down as well as up and an investor may not get back the amount originally invested. The price at which the ordinary shares are traded may not reflect the net asset value of the Company. Subscribing for shares in a Venture Capital Trust should be considered as a long-term investment.

Investing in Venture Capital Trusts carries particular risks. The principal risks factors are:

Past performance of the Company and/or investments managed or advised by the Fund Adviser should not be regarded as an indication of future performance.

Levels and bases of, and relief from, taxation are subject to change. Such changes could be retrospective. Any change of governmental, economic, fiscal, monetary or political policy could materially affect, directly or indirectly, the operation of the Company and/or its ability to achieve or maintain final VCT status.

Investors must follow certain simple steps to receive the income tax relief. It is possible for investors to lose their tax reliefs by not taking these steps. For example, if an Investor disposes of his/her ordinary shares within five years of acquisition, HM Revenue & Customs may claw back any income tax relief obtained on subscription. Investors are, therefore, advised to take their own independent financial advice on the tax aspects of their investment.

There can be no assurance that British Smaller Companies VCT2 plc will meet its objectives or that suitable investment opportunities will be identified.

Whilst it is the intention of the Directors of British Smaller Companies VCT2 plc that the Company will be managed so as to maintain its qualification as a VCT, there can be no guarantee that such status will be maintained. A failure to meet the qualifying requirements could result in British Smaller Companies VCT2 plc losing the tax reliefs previously or prospectively obtained, resulting in adverse tax consequences for investors, including a requirement to repay the 30% income tax relief.

Investments made by Venture Capital Trusts will be in companies whose shares are not readily marketable and, therefore, may be difficult to realise. The fact that a share is traded on AIM or PLUS-quoted (formerly OFEX) or any other stock market does not guarantee its liquidity. The spread between the buying and selling price of such companies’ shares may be wide.

Whilst run as a Venture Capital Trust, British Smaller Companies VCT2 plc must invest the proceeds of the Offers in companies which satisfy certain qualifying tests including having gross assets of not more than £7 million immediately prior to investment and £8 million immediately thereafter.  Individually, such companies generally have a higher risk profile than larger companies.

The performance of British Smaller Companies VCT2 plc may be difficult to assess due to the frequency of its net asset valuations. Prospective investors should be aware that the net asset value of the company will only be audited on an annual basis and, accordingly, the ordinary shares will frequently trade at a discount to net asset value. The unaudited net asset values will be reported at quarterly intervals and will include the audited full-year net asset value and the unaudited interim net asset values.

Although the shares of a Venture Capital Trust are traded on the London Stock Exchange’s market for listed securities, there is only a very limited secondary market for shares in a venture capital trust and, consequently, investors may find it difficult to realise their investment in British Smaller Companies VCT2 plc.

The content of this website is not an offer or invitation to apply for shares in British Smaller Companies VCT2 plc. Any application made for shares should be made solely on the basis of the duly approved offer document as may be issued from time to time by British Smaller Companies VCT2 plc and which can be accessed on this website.

Investors are strongly urged to seek independent professional advice when considering an investment in a Venture Capital Trust. You should be aware that share values and income from them can go down as well as up and you may not get back the full amount you invested. Past performance of British Smaller Companies VCT2 plc or any fund advised or managed by YFM is not a guide or a guarantee of the future performance of British Smaller Companies VCT2 plc. A Venture Capital Trusts shares, though listed, are likely to be difficult to realise. Prospective investors should regard an investment in a Venture Capital Trust as a long-term investment. The value of tax reliefs available depends on personal circumstances and is subject to shareholders retaining their shares for a five-year period.

The content of this website has been approved as a financial promotion under section 21 of the Financial Services and Markets Act 2000 by YFM Private Equity Limited, which is the investment adviser to British Smaller Companies VCT2 plc. YFM Private Equity Limited is authorised and regulated by the Financial Conduct Authority (FRN: 122120) and ultimately owned by YFM Equity Partners LLP.

Past performance of any fund advised or managed by YFM Equity Partners or any of its subsidiary companies is no guide to future performance of  British Smaller Companies VCT2 plc. The value of investments may go down as well as up and you may not get back the full amount invested.