BARONSMEAD VCT 4 PLC 
By
Baronsmead VCT 4 plc
Annual Financial Report for the year ended 31 December 2013
Financial Headlines
? Net asset value ("NAV") per share increased 9.3 per cent to 107.06p in the
year ended 31 December 2013, before deduction of dividends.
? Dividends totalled 7.0p for the year to 31 December 2013, including the
second interim dividend of 4.0p paid 20 December 2013.
? 200.5p - NAV total return to shareholders for every 100.0p invested at
launch.
? Net dividend yield was 7.4 per cent and gross annual yield was 9.8 per cent.
Extract of the Strategic Report
The Strategic Report included in the Annual Report and Accounts for the year to
31 December 2013 has been prepared in accordance with the requirements of
Section 414 of the Companies Act 2006 and best practice. Its purpose is to
inform the members of the Company and help them to assess how the Directors
have performed their duty to promote the success of the company, in accordance
with Section 172 of the Companies Act 2006.
The Company is registered in England as a Public Limited Company (Registration
number 04313537). The Directors have managed, and intend to continue to manage,
the Company's affairs in such a manner as to comply with Section 274 of the
Income Tax Act 2007 which grants approval as a VCT.
Investment Objective
Baronsmead VCT 4 is a tax efficient listed company which aims to achieve
long-term investment returns for private investors.
Investment policy
? To invest primarily in a diverse portfolio of UK growth businesses, whether
unquoted or traded on AIM.
? Investments are made selectively across a range of sectors in companies that
have the potential to grow and enhance their value.
Further details on how this is achieved is contained in the "Other Matters"
section of the Strategic Report below.
Cash Returned to Shareholders
The table below shows the cash returned to shareholders, dependent on their
subscription cost, including their income tax reclaimed on subscription.
Cumulative Net
Subscription Income tax Net cash dividends annual Gross
price reclaim invested paid yield yield?
Year subscribed p p p p % %
2002 100.0 20.0 80.0 66.0 6.9% 9.1%
2006 (C shares) 100.0 40.0 60.0 44.8 9.6% 12.8%
2010 (March) 95.9 28.8 67.1 28.0 10.9% 14.5%
2012 (December) 107.5 32.3 75.2 11.0 14.3% 19.1%
2013 (March) 102.7 30.8 71.9 7.0 12.0% 16.1%
Note - The total return could be higher for those shareholders who were able to
defer a capital gain on subscription and the net sum invested may be less.
? Net annual yield represents the cumulative dividends paid expressed as an
annualised percentage of the net cash invested.
? The gross equivalent yield if the dividends had been subject to the higher
rate of tax on dividends (currently 32.5 per cent.). The gross equivalent yield
based on additional rate of tax on dividends (37.5 per cent. from the 2013/14
tax year), has not been included. For those shareholders who earn over £150,000
per tax year and who would otherwise pay this additional rate of tax on
dividends, the gross equivalent yield will be higher than the figures stated
above.
**Dividends paid to C shareholders post conversion have been adjusted by the
conversion ratio (1.0372828).
Chairman's Statement
This Chairman's Statement forms part of the Strategic Report and the Report of
the Directors.
I am pleased to report that the Company had a good year and the Net Asset Value
("NAV") before payment of dividends increased by 9.14p a share (9.33 per cent).
The total dividend for the financial year to 31 December 2013 was 7.0p, paid in
the form of two interim dividends paid in September and December 2013. On 12
February 2014, the Company declared an interim dividend of 6.0p per share
payable on 7 March 2014 to shareholders on the register as of 21 February 2014.
RESULTS
Analysis of change in NAV over the year
Pence per
share
NAV as at 1 January 2013
(after deducting the final dividend of 4.0p for the 97.92
year to 31 December 2012)
Valuation uplift (9.3 per cent) 9.14
NAV as at 31 December 2013 before dividends 107.06
Less:
Interim dividend paid on 20 September 2013 (3.00)
Second interim dividend paid on 20 December 2013 (4.00)
NAV as at 31 December 2013 after paying dividends 100.06
The investment portfolio is diverse, which has helped to smooth investor
returns, from year to year. The unquoted portfolio has delivered several years
of strong growth, however the 2013 returns were more modest following the large
divestment programme. The portfolio is now significantly younger and the more
recent investments will take some time to deliver value growth. The focus
remains on unquoted investments, which, historically and with the support of
the Manager have produced high returns.
This year the AIM portfolio has delivered an increase in value of 34.8% in an
improving market from a welcome return of investor appetite for smaller quoted
companies. The portfolio has also benefitted from the distinctive approach to
quoted investment strategy the Manager had developed over the past five years.
Since 2008 it has taken larger stakes in selected AIM companies in order to
become a more influential partner. This has enabled it to introduce private
equity experience and disciplines to these investments whilst continuing to
invest in companies with strong fundamentals during the downturn in the markets
following the financial crisis.
As a result of an active year of new investments, the portfolio of companies
has increased to 69 net of significant divestments. New and follow-on
investments totalled £8.9 million across ten unquoted, one ISDX and fifteen AIM
companies. Company sales realised £15.9 million and delivered net gains of £7.8
million. There was a net divestment of investments in the AIM portfolio (£2.9m
of sales against £2.5m of investment) but the high growth in quoted values
means that the proportion of quoted investment in the portfolio increased. The
portfolio as a whole, remains in good health with 83 per cent of investees
reporting steady or improving performance against their business plans.
LONG TERM PERFORMANCE
The Company's investment objective remains focussed on companies with strong
growth potential to produce consistently high returns for shareholders over the
long-term.
This year's strong performance has increased the NAV total return for each 100p
invested in Baronsmead VCT 4 to 190.4p over ten years (200.5p since launch in
2001). Cumulative tax free dividends during that period have amounted to 62.8p
per share (66.0p per share for founder shareholders at launch).
SHAREHOLDER MATTERS
Dividends
The Company paid dividends totalling 7.0p per share for the financial year to
31 December 2013. Following several profitable realisations, in February 2014,
the Directors declared an interim dividend 6.0p per share payable on 7 March
2014. It is the Board's current expectation that this interim dividend will be
in lieu of the dividend that would normally be declared following the
half-yearly results for the six months to 30 June 2014. This pays the dividend
to the Company's existing shareholders who benefit from the returns realised in
2013 prior to new shares being allotted with respect to subscriptions to the
Company's fundraising.
Fundraising
An offer for subscription to raise gross proceeds of up to £10 million was
launched on 22 January 2014. Based on subscriptions to date, it is expected
that the Company's offer will be fully subscribed shortly.
Share Price Discount Policy
In November 2012 the Company announced that it would seek to narrow the mid
share price discount to NAV from 10 per cent to 5 per cent. I am pleased to
report that during the twelve months to 31 December 2013 the targeted reduction
has been largely achieved with the mid share price discount to NAV averaging
4.5 per cent for the year.
It is the Board's intention to try to maintain this discount to NAV however
this policy will be kept under continuous review and may be subject to revision
if necessary. Shares will be bought back depending on market conditions at the
time and only where the Directors believe such a transaction to be in the best
interests of all shareholders.
VCT Legislation
In its Autumn Statement issued on 5 December 2013, HM Treasury (HMT) announced
its intention to introduce legislation with effect from 6 April 2014 to prevent
the use of "Enhanced Share Buy Backs" by VCTs. Since the Board has never used
these arrangements this legislation will have no impact on the Company, which
preferred to create an orderly market for all shareholders through maintaining
a narrow share price discount, HMT also indicated in the Autumn Statement that
it wished to consult further on potential changes to VCT rules to address the
perceived misuse of reserves created from converted share premium accounts.
They are concerned that in some circumstances this reserve is being used to
return capital to shareholders prior to any profits being generated from
investments. The Manager has participated in this consultation alongside other
VCT Managers and the AIC with the aim of ensuring that any draft legislation
resulting from the consultation would not result in any unintended adverse
consequences for the industry.
The European Commission is currently undertaking a review of the state aid
regulations including the risk capital guidelines under which VCTs are approved
at the European level. The aim of the review is to set out a clear framework to
allow member states to grant aid without the need for the European Commission
to be involved. Our trade association, the Association of Investment Companies
("AIC") is engaged in the discussion and the Manager has provided data and case
studies to assist the construction of a suitable response.
Management Arrangements
The Board has considered the impact on your Company of the Alternative
Investment Fund Managers Directive (AIFMD), an EU Directive that came into
force in July 2013 to regulate the Managers of Alternative Investment Funds.
The legislation provides for Investment Trusts and VCTs to opt to become self
managed for the purposes of the Directive, which would result in the Company
becoming the Alternative Investment Fund Manager (AIFM). The legislation also
provides that AIFMs that manage assets under ?500m can take advantage of a
light touch regime and register as Small Registered Managers which only imposes
some minimal additional reporting on the AIFM. To minimise the cost of
compliance with this Directive the Board has decided that the Company will
register as the AIFM. This development will not impact on the day to day
investment activities. The Investment Management Agreement would need to be
renewed to a sister partnership of ISIS EP LLP, controlled and managed by the
same individuals.
Annual General Meeting
I look forward to meeting as many shareholders as possible at our twelfth
Annual General Meeting to be held on Tuesday, 15 April 2014 at the Plaisterers'
Hall, One London Wall, London, EC2Y 5JU at 11.00 a.m.
This will be followed by presentations from the Manager, a light lunch and a
shareholder workshop.
OUTLOOK
There is growing evidence that the long awaited recovery of the UK economy is
now underway and there is a greater degree of optimism than there has been for
many years. The investment environment has been challenging over the past five
years but the Investment Manager has built a strong capability in its chosen
sectors and a market leading origination team and this enabled it to continue
to find good investments during the downturn. The addition of six new unquoted
companies during 2013 promises a sustainable increase in the number of good
investment opportunities and we believe that the Manager is well placed to take
advantage of this.
The successful realisation of many unquoted companies has generated excellent
returns but the remaining portfolio is now relatively immature. It remains
widely diversified, well resourced and adequately funded and the Investment
Manager has the skill and experience to support and help its investments in
their development. We believe that the Company is well placed to take advantage
of the recovery as it gathers momentum. We will continue to focus on delivering
a consistent yield for shareholders while protecting the asset base.
Robert Owen
Chairman
17 February 2014
Manager's Review
The year has seen very different performance contributions from the quoted and
unquoted portfolios. Firstly strong upward performance has been delivered by
the quoted portfolio which is a welcome reward for patience through an
uncertain market over recent years. This has also enabled a level of net
divestment from the quoted portfolio as profits have been crystallised into
cash, although the significant value growth has still resulted in an increase
in the quoted NAV during the period.
The unquoted portfolio has seen a significant refreshment in assets. There was
a high level of new unquoted investment with six new unquoted investee
companies added to the portfolio and a further one added since the end of the
financial year. This is the busiest period of investing for some years. In
addition, there has been a high rate of divestment from the unquoted portfolio
with some long held investments being realised. The unquoted portfolio has
therefore not contributed much to NAV growth this period as a higher proportion
of the portfolio is relatively new.
PORTFOLIO REVIEW
Overview
The net assets of £65.3 million were invested as follows::
NAV % of Number of Annual return
Asset class (£M) NAV investees %
Unquoted 28.3 43 25 0.3
Quoted 25.0 38 44 34.8
Cash and near cash 12.0 19 - -
During the year there were;
? New investments of £7.4 million in 13 new companies and £1.5 million in 13
follow ons;
? Divestments of £19.2 million from 8 full exits and 3 partial realisations.
Each quarter the direction of general trading and profitability of all investee
companies is recorded so that the Board can monitor the overall health and
trajectory of the portfolio. At 31 December 2013, 83 per cent. of the 69
companies in the portfolio were progressing steadily or better.
The level of quoted assets in the NAV is at a higher proportion than seen in
recent periods. This is due to the combination of high growth in quoted values
together with the high rate of unquoted divestments. The Manager continues to
invest significantly more during each year in unquoted investments over new
quoted investments.
Unquoted Private Equity Portfolio
After a strong year of growth last year of 8 per cent., the unquoted portfolio
has stayed flat. The unquoted portion of the portfolio is valued using a
consistent process every three months which the Board oversees and approves.
Almost all of the value creation in unquoted investments comes from operational
improvements (revenue and margin growth), rather than financial leverage. The
reason the unquoted portfolio is flat this year is that a higher proportion of
investments are relatively young and have not yet started contributing to value
growth.
The year delivered a series of strong realisations, including the pleasing
contribution of three of these being longstanding holdings made in 2005 and
2006.
? Independent Living Services Ltd, the care business based in Scotland, has been
in the portfolio since 2005 and was sold to Mears Group plc generating a profit
multiple of 2.5x cost.
? MLS Ltd, the school library software business, was an investment from 2006
that realised 2.8x cost on its sale to Capita plc.
? Kafevend is a leading UK vending provider added to the portfolio in 2005 that
has been sold to trade buyer Eden Springs UK Ltd realising 2.5x cost.
? CSC (World) Ltd providing software for structural engineers was sold to US
trade buyer Trimble Navigation Inc. generating 2.4x cost.
? CableCom Networking Holdings Ltd has been in the portfolio since 2007 and
manages internet services to high density accommodation such as student
accommodation. The business has been sold via a secondary management buyout and
the realisation has delivered 4.8 times cost which is an excellent result. A £5
million investment (£1.25 million for Baronsmead VCT 4) has been negotiated in
the new transaction on the same terms as the lead private equity buyer as ISIS
believes there is an opportunity for further growth.
Overall this represents a strong and consistent realisation performance. The
level of realisations represents a much higher proportion of the unquoted
portfolio than would be seen in an average year. The level of realisations in
the short term will be lower and the unquoted element of NAV should therefore
grow in the next few years.
Quoted Portfolio (AIM traded and other listed investments)
There has been a significant uplift in the quoted portfolio of 35 per cent.
reflecting a positive re-rating of the small cap sector in the year. This
recovery has been welcome following recent years of headwinds from a
challenging AIM market environment and weak share prices.
The performance of the quoted portfolio also reflects the changes introduced by
the ISIS Quoted Investment team since 2009. The Quoted team is now more likely
to build progressive stakes. An investment in a new smaller company might start
at an initial low level. As the team becomes more comfortable with performance
and where it is possible within the constraints of VCT qualifying investing,
the holding will be increased. Several more significant holdings of over 20 per
cent. have now been built where the team has a closer, more influential
relationship and can utilise some of the good practice from Private Equity
experience. In addition, during the weaker AIM market, the team endeavoured to
focus on the fundamentals of the investees and demonstrated patient support
when market sentiment depressed share prices of sound companies. The ISIS team
believes the benefits of this work are now contributing to improved Quoted
performance in addition to the recovery of the unquoted markets.
Realisations during the year from the quoted portfolio totalled £2.9 million at
an average multiple of 1.8x cost. Notably within this is the full realisation
due to a takeover of FFastFill plc (2.8x cost) and the partial sales in the
market of IDOX plc (at 6.1x cost). A notable disappointment in the quoted
portfolio was the failure of Zattikka plc resulting in the full loss of the £
315k investment made in April 2012.
Whilst it is expected that work in the Quoted arena will deliver future
positive returns, the high annual growth achieved in this period should be
considered as exceptional.
Liquid assets (cash and near cash)
Baronsmead VCT 4 had cash and near cash resources of approximately £12 million
at the year-end. This asset class is conservatively managed to take minimal or
no capital risk, a strategy outlined in prospectuses that have been issued in
the past.
Unquoted Investments
During the year, £7.3 million was invested in 11 unquoted companies including 7
new additions to the unquoted portfolio, one of which utilised an existing
acquisition vehicle. The new unquoted investments were;
? Create Health is an internationally renowned fertility clinic which is the
UK's leading specialist in natural and mild IVF techniques. Natural and mild
IVF uses lower levels of drugs and is viewed as more ethical and healthier - it
is used widely in advanced overseas fertility markets and is growing in
popularity in the UK. The investment will fund the opening of a new flagship
site in London.
? Eque2 is a software business that was previously owned by Sage plc and known
as Sage Construction. It provides enterprise wide software systems that cater
for firms of all sizes in the construction industry, helping them to control
and manage all types of construction projects.
? Armstrong Craven is an HR consultancy and provider of specialist executive
search services to many large global and national clients. It has offices in
Manchester and London. The ISIS support helped the original founder and
management team acquire the business from its parent plc in a Management Buy
Out.
? Luxury for Less is a fast growing online bathroom products retailer which
operates the transactional website www.bathempire.com. ISIS will help the
business expand its range and help fund new facilities to support growth. The
investment was made by using an already established acquisition vehicle and
therefore is not listed as a new investment in the following tables.
? Key Travel is a leading travel management company dedicated to serving the
travel requirements of the not-for-profit, academic and faith sectors from its
bases in the UK, Europe and the US. Major clients include Oxfam, Save the
Children and Cambridge University. Travel arranged for clients will break
through the £100m mark this year. The investment will help support the
continued growth of the business.
? Carousel Logistics Limited based in Kent, designs and manages bespoke supply
chain management solutions for clients with time critical, challenging or high
touch customer care needs. Carousel has a range of international clients for
whom it delivers a complete integrated service including e-fulfilment,
procurement, warehousing, distribution, reverse logistics and international
in-night services. ISIS will support Carousel's continued business expansion
within the UK and continental Europe.
Top Ten Investments
The average investment value of the top ten companies held by Baronsmead VCT 4
is £2.1 million per company. Because these investments are normally held by the
other Baronsmead VCTs, the total managed by ISIS in each investee is
significantly larger than this, which enables ISIS to dedicate significant
resource to manage each investment and their progress. The top ten investees
employ some 2,600 people, which is an increase of 22 per cent. over the last
year. Their turnover has also grown by some 24 per cent. Each of the top ten
companies is described in more detail below.
Investment Management
ISIS continues to invest in its skills and capacity with 35 of its total team
of 60 devoted to investment management activities across all its investing
activities. The Manager seeks to implement a strategy that had been agreed and
reviewed annually with the Board. Its focus is on generating strong investment
returns from its portfolio through a mixture of intelligent investment
selection and hands on portfolio management. Its ability to select good
investments owes much to its in depth sector research and to its strong
origination team that help the team to generate proprietary deal flow.
Its investments are supported from the outset by an experienced internal value
enhancement team together with a panel of proven Operating Partners who work
exclusively with ISIS to assist management teams to deliver both strategic
development and operational efficiencies. Both have enabled ISIS to build a
strong track record of producing consistent returns from its unquoted
investments.
ISIS has pursued a strategy of sector specialisation over many years and in
that time its executives have developed in-depth knowledge of these sectors and
valuable networks of contacts which have enabled it to capitalise on
opportunities that have presented themselves in an ever changing environment.
Its key sectors are:
? Business services
? Financial services
? Consumer markets
? Healthcare & Education
? Technology, Media and Telecommunications
OUTLOOK
Our portfolio companies and their management teams are now more experienced at
handling economic uncertainties, including managing their growth and operations
in a tougher environment than in previous decades. Low bank borrowings within
the portfolio give them robust financial structures.
ISIS is an active investment manager which partners with our investees to help
them to grow revenue and earnings and build resilient, well invested
businesses, able to maintain standards, whilst growing. Our intention is to
seek out the best opportunities where growth is driven by innovation and
gaining market share through differentiation rather than relying on favourable
economic growth.
ISIS EP LLP
Investment Manager
17 February 2014
Other Matters
Dividend policy
The Board of Baronsmead VCT 4 has the objective to sustain a progressive
dividend policy for shareholders but this depends primarily on the level of
profitable realisations and it cannot be guaranteed. There may be variations in
the amount of dividends paid year on year.
Share Price Discount Policy
The Company buys back its shares if, in the opinion of the Board, a repurchase
would be in the best interests of the Company's shareholders as a whole. Shares
are bought back through the market rather than directly from shareholders. This
minimises the number of shares bought back by the Company while maximising the
opportunity for investors to invest in the Company's existing shares.
The Board's current policy is to seek to maintain a mid share price discount of
approximately 5 per cent to net asset value, depending on market conditions at
the time.
Strategy for achieving objectives
Baronsmead VCT 4 is a tax efficient listed company which aims to achieve
long-term investment returns for private investors, including tax free
dividends.
Investment policy
To invest primarily in a diverse portfolio of UK growth businesses, whether
unquoted or traded on AIM.
Investments are made selectively across a range of sectors in companies that
have the potential to grow and enhance their value.
Investment securities
The Company invests in a range of securities including, but not limited to,
ordinary and preference shares, loan stock, convertible securities and
fixed-interest securities, as well as cash. Unquoted investments are usually
structured as a combination of ordinary shares and loan stock, while AIM
investments are primarily held in ordinary shares. Pending investment in
unquoted and AIM traded securities, cash is held in interest bearing accounts
UK gilts or governmental securities and may be invested in interest bearing
money market open ended investment companies.
UK companies
Investments are primarily made in companies which are substantially based in
the UK, although many of these investees may trade overseas.
VCT regulation
The investment policy is designed to ensure that the Company continues to
qualify and is approved as a VCT by HM Revenue and Customs. Amongst other
conditions, the Company may not invest more than 15 per cent. by value of its
investments calculated in accordance with section 278 of ITA 2007 (as amended)
(VCT Value) in a single company or group of companies and must have at least 70
per cent. of its investments by VCT Value throughout the period in shares and
securities comprised in qualifying holdings. At least 70 per cent. by VCT Value
of qualifying holdings must be in "eligible shares", which are ordinary shares
which have no preferential rights to assets on a winding up and no rights to be
redeemed, but may have certain preferential rights to dividends. For funds
raised before 6 April 2011, at least 30 per cent. by VCT Value of qualifying
holdings must be in "eligible shares" which are ordinary shares which do not
carry any rights to be redeemed or preferential rights to dividends or to
assets on a winding up. At least 10 per cent. of each qualifying investment
must be in "eligible shares".
The companies in which investments are made must have no more than £15 million
of gross assets at the time of investment to be classed as a VCT qualifying
holding.
Asset mix
The Company aims to be at least 90 per cent. Invested in growth businesses,
subject always to the quality of investment opportunities and the timing of
realisations. Any uninvested funds are held in cash and interest bearing
securities. It is intended that at least 75 per cent. of funds raised by the
Company will be invested in VCT qualifying investments.
Risk diversification and maximum exposures
Risk is spread by investing in a number of businesses within different
qualifying industry sectors using a mixture of securities. Generally, no more
than £2.5 million, at cost, is invested in the same company. The value of an
individual investment is expected to increase over time as a result of trading
progress and a continuous assessment is made of its suitability for sale.
Investment style
Investments are selected in the expectation that the application of private
equity disciplines, including an active management style for unquoted
companies, will enhance value and enable profits to be realised from planned
exits.
Co-investment with other Baronsmead VCTs
The Company aims to invest in larger, more mature unquoted and AIM companies
and to achieve this the Company invests alongside the other Baronsmead VCTs.
Management retention
Certain members and employees of the Manager invest in unquoted investments
alongside the Company on terms which align the interests of shareholders and
the Manager.
Borrowing powers
The Company's Articles permit borrowing to give a degree of investment
flexibility. The Company's policy is to use borrowing for short-term liquidity
purposes only. The Company's borrowings are restricted to 25 per cent. of the
value of the gross assets of the Company. The Company currently has no
borrowings.
Management
The Board has delegated the management of the investment portfolio to the
Manager. Under the strategy agreed between them, the Manager also provides or
procures the provision of company secretarial, accounting, administrative and
custodian services to the Company.
In seeking to meet the agreed strategic objectives, the Manager has adopted a
'top-down, sector-driven' approach to identifying and evaluating potential
investment opportunities, by assessing a forward view of firstly the business
environment, then the sector and finally the specific potential investment
opportunity.
Based on its research, the Manager has selected a number of sectors that it
believes will offer attractive growth prospects and investment opportunities.
Diversification is also achieved by spreading investments across different
asset classes and making investments for a variety of different periods.
The Manager's Review above provides a review of the investment portfolio and of
market conditions during the year, including the main trends and factors likely
to affect the future development, performance and position of the business.
Principal risks, risk management and regulatory environment
The Board believes that the principal risks faced by the Company are:
? Economic risk - events such as an economic recession and movement in interest
rates could affect smaller companies' valuations.
? Loss of approval as a Venture Capital Trust - the Company must comply with
Section 274 of the Income Tax Act 2007 which allows it to be exempted from
corporation tax on capital gains. Any breach of these rules may lead to the
Company losing its approval as a VCT, qualifying shareholders who have not held
their shares for the designated holding period having to repay the income tax
relief they obtained and future dividends paid by the Company becoming subject
to tax. The Company would also lose its exemption from corporation tax on
capital gains.
? Investment and strategic - an inappropriate strategy, poor asset allocation
or consistent weak stock selection might lead to under performance and poor
returns to shareholders. Therefore the Company's investment strategy is
periodically reviewed by the Board which considers at each meeting the
performance of the investment portfolio.
? Regulatory - the Company is required to comply with the Companies Act 2006,
the rules of the UK Listing Authority and United Kingdom Accounting Standards.
Breach of any of these might lead to suspension of the Company's Stock Exchange
listing, financial penalties or a qualified audit report. General changes in
legislation, regulations or government policy could significantly influence the
decisions of investors or impact upon the markets in which the Company invests.
? Reputational - inadequate or failed controls might result in breaches of
regulations or loss of shareholder trust.
? Operational - failure of the Manager's accounting systems or disruption to
its business might lead to an inability to provide accurate reporting and
monitoring.
? Financial - the Board has identified the Company's principal financial risks
which are set out in the Notes to the Accounts below. Inadequate controls might
lead to misappropriation of assets or fraud. Inappropriate accounting policies
might lead to misreporting or breaches of regulations.
? Market risk - investment in AIM-traded and unquoted companies, by its nature,
involves a higher degree of risk than investment in companies traded on the
main market. In particular, smaller companies often have limited product lines,
markets or financial resources and may be dependent for their management on a
smaller number of key individuals. In addition, the market for stock in smaller
companies is often less liquid than that for stock in larger companies,
bringing with it potential difficulties in acquiring, valuing and disposing of
such stock.
? Liquidity risk - the Company's investments may be difficult to realise. The
fact that a share is traded on AIM does not guarantee its liquidity. The spread
between the buying and selling price of such shares may be wide and thus the
price used for valuation may not be achievable.
? Competitive risk - retention of key personnel of the Manager is vital to the
success of the Company. Appropriate incentives are in place to ensure retention
of such personnel.
The Board seeks to mitigate the internal risks by setting policy, regular
review of performance, enforcement of contractual obligations and monitoring
progress and compliance. In the mitigation and management of these risks, the
Board applies rigorously the principles detailed in the Financial Reporting
Council's ("FRC") "Internal Controls: Guidance to Directors".
Details of the Company's internal controls are contained in the Corporate
Governance section in the Annual Report and Accounts.
Performance and Key Performance Indicators ("KPIs")
The Board expects the Manager to deliver a performance which meets the
objective of achieving long-term investment returns, including tax free
dividends. A review of the Company's performance during the financial year, the
position of the Company at the year end and the outlook for the coming year is
contained within the Chairman's Statement above.
The Board assesses the performance of the Manager in meeting the Company's
objective against the primary KPIs.
Performance Incentive
A performance fee will not be payable to the Manager until the total return on
net proceeds of the ordinary share offers exceeds 8 per cent per annum (simple)
on net funds raised.
To the extent that the Total Return exceeds this threshold, a performance fee
(plus VAT) will be paid to the Manager of 10 per cent of the excess. The
performance fee payable in any one year will be capped at 5 per cent of the
shareholders' funds at the end of the calculation period.
No performance fee is payable for the year to 31 December 2013 (2012: £nil).
Environmental, Human Rights, Employee, Social and Community Issues
The Board recognises the requirement under Section 414 of the Act to detail
information about environmental matters (including the impact of the Company's
business on the environment), employee, human rights, social and community
issues; including information about any policies it has in relation to these
matters and effectiveness of these policies. As the Company has no employees or
policies in these matters this requirement does not apply.
The Board of Directors of the Company comprises four male Directors. The
Manager has an equal opportunity policy and currently employs 35 men and 25
women.
Shareholder Choice
The Board wishes to provide shareholders with a number of choices that enable
them to utilise their investment in Baronsmead VCT 4 in ways that best suit
their personal investment and tax planning and in a way that treats all
shareholders equally.
? Fund raising | From time to time the Company seeks to raise additional funds
by issuing new shares at a premium to the latest published net asset value to
account for issue costs.
? Dividend Reinvestment Plan | The Company offers a Dividend Reinvestment Plan
which enables shareholders to purchase additional shares through the market in
lieu of cash dividends. Approximately 746,000 shares were bought in this way
during the year to 31 December 2013.
? Buy back of shares | From time to time the Company buys its own shares
through the market in accordance with its share price discount policy. Subject
to certain conditions, the Company seeks to maintain a mid share price discount
of approximately 5 per cent. to net asset value.
? Secondary market | The Company's shares are listed on the London Stock
Exchange and can be bought using a stockbroker or authorised share dealing
service in the same way as shares of any other listed company. Approximately
267,000 shares were bought by investors in the Company's existing shares in the
year to 31 December 2013.
On behalf of the Board
Robert Owen
Chairman
17 February 2014
Summary Investment Portfolio
Investment Classification at 31 December 2013
Sector by value
Business Services 42%
Consumer Markets 14%
Financial Services 3%
Healthcare & Education 15%
Technology, Media & Telecommunications ("TMT") 26%
Total Assets by value
Unquoted - loan note 35%
Unquoted - equity 8%
AIM, listed, & ISDX 38%
Listed interest bearing securities 7%
Net current assets 12%
Time Investments Held by value
Less than 1 year 16%
Between 1 and 3 years 28%
Between 3 and 5 years 15%
Greater than 5 years 41%
Table of Investments and Realisations
Investments in the year 31 December 2013
Book
cost
Company Location Sector Activity £'000
Unquoted
investments
New
CableCom II Somerset TMT* Provider of network solutions 1,250
Networking
Holdings
Limited
Create Health London Healthcare Provider of fertility 1,065
Limited & services
Education
Carousel Kent Business Provider of bespoke logistics 955
Logistics Services and supply chain solutions
Limited
Key Travel London Business Travel management company, 954
Limited Services focused on the non-profit
sector
Eque2 Limited Manchester TMT* Enterprise resource planning 877
(ERP) solutions provider to
the construction industry
Armstrong Manchester Business HR consultancy offering 673
Craven Limited Services provision of executive search
and business intelligence
services
Follow on
Impetus London Business Automotive consultancy and
Holdings Services outsourced service provider
Limited 247
Playforce Melksham Business UK playground design,
Holdings Services distribution and installation
Limited 163
Crew Clothing London Consumer Branded clothing retailer
Holdings Markets
Limited 110
Valldata Group Melksham Business Payment processing to charity
Limited Services sector 54
Total unquoted investments 6,348?
AIM-traded & ISDX investments
New
Everyman Media London Consumer Boutique independent cinema 392
Group plc Markets chain
MartinCo plc Bournemouth Consumer UK letting agency franchise 343
Markets network
Bioventix plc Farnham, Surrey Healthcare Develops sheep monoclonal
& antibodies
Education 227
Daily Internet Stockport TMT* SME Domain registration & 225
plc hosting
Ideagen plc Matlock TMT* Compliance software solutions 225
Pinnacle Stirlingshire TMT* B2B telecoms and IT reseller 168
Technology
Group plc
One Media iP Buckinghamshire TMT* Content acquisition and 56
Group plc distribution
Follow on
Sanderson Coventry TMT* Retail and manufacturing IT
Group plc 225
Plastics London Business Specialist plastics products
Capital plc Services 189
Tasty plc London Consumer Restaurant chain
Markets 125
TLA Worldwide London Business Baseball sports management 113
plc Services and marketing
EG Solutions Staffordshire TMT* Back office optimisation
plc software 78
Green Business
Compliance plc Worcester Services Small business compliance 50
Paragon
Entertainment Consumer
Limited London Markets Visitor attractions 45
Accumuli plc Salford TMT* Managed IT security 40
Tangent
Communications Business Digital marketing and online
plc London Services print services 40
Total AIM-traded & ISDX
investments 2,541
Total investments in the year 8,889
*Technology, Media and Telecommunications ("TMT").
?In addition, Consumer Investment Partners, an existing portfolio company
established in 2012 to seek investments in the Consumer Markets sector,
invested £0.96 million in Luxury for Less, an online bathroom products
retailing business.
Realisations in the year
31
December
First 2012 Overall
Investment valuation Proceeds? Multiple
Company date £'000 £'000 return
Unquoted realisations
CableCom Networking Holdings Full trade
Limited sale May 07 4,328 5,748 4.8*
Consumer Investment Partners Loan
Limited repayment Apr 12 45 45 1.0
Full trade
CSC (World) Limited sale Jan 08 2,410 3,115 2.4*
Independent Living Services Full trade
Limited sale Sep 05 3,322 3,426 2.5*
Full trade
Kafevend Holdings Limited sale Oct 05 2,956 2,430 2.5*
Full trade
MLS Limited sale Jul 06 956 984 2.8*
Loan
Valldata Group Limited repayment Jan 11 450 540 1.2*
Total unquoted realisations 14,467 16,288
AIM-traded & listed realisations
IDOX plc Market sale May 02 1,247 1,266 6.1
Full trade Jun 07 612 874 2.8
FFastFill plc sale
Full market
PROACTIS Holdings plc sale May 06 426 620 1.1*
Full trade
Active Risk Group plc sale May 10 54 126 0.8
Zattikka plc Write off Apr 12 136 - 0.0
Total AIM-traded & listed realisations 2,475 2,886
Total realisations in the year 16,942 19,174
? Proceeds at time of realisation including redemption premium and interest.
* Includes interest/dividends received, loan note redemptions and partial
realisations accounts for in prior periods.
Ten Largest Investments
The top ten investments by current value at 31 December 2013 illustrate the
diversity and size of investee companies within the portfolio. This financial
information is taken from publicly available information, which has been
audited by the auditors of the investee companies.
1. NEXUS VEHICLE HOLDINGS LIMITED - Leeds
All ISIS EP LLP managed funds
First investment: February 2008
Total cost: £9,500,000
Total equity held: 56.00%
Baronsmead VCT 4 only
Cost: £2,367,000
Valuation: £4,621,000
Valuation basis: Earnings Multiple
% of equity held: 12.32%
Year ended 30 September 2012 2011
£ million £ million
Revenue: 36.5 38.3
EBITA: 3.3 4.3
Net Assets: 1.8 1.7
No. of Employees: 113 90
(Source: Nexus Vehicle Holdings Limited, Report & Financial Statements 30
September 2012).
2. NETCALL PLC - Hertfordshire
All ISIS EP LLP managed funds
First investment: July 2010
Total cost: £4,354,000
Total equity held: 20.00%
Baronsmead VCT 4 only
Cost: £868,000
Valuation: £2,847,000
Valuation basis: Bid Price
% of equity held: 4.01%
Year ended 30 June 2013 2012
£ million £ million
Revenue: 16.1 14.6
EBITA: 3.4 3.1
Net Assets: 16.9 15.5
No. of Employees: 141 123
(Source: Netcall plc, Annual Report and Accounts 30 June 2013)
3. CREW CLOTHING HOLDINGS LIMITED - London
All ISIS EP LLP managed funds
First investment: November 2006
Total cost: £5,833,000
Total equity held: 25.51%
Baronsmead VCT 4 only
Cost: £1,454,000
Valuation: £2,336,000
Valuation basis: Earnings Multiple
% of equity held: 6.08%
Year ended 28 October 2012 2011
£ million £ million
Revenue: 48.5 40.7
EBITA: 3.5 3.3
Net Assets 6.0 5.7
No. of Employees: 363 311
(Source: Crew Clothing Holdings Limited, Report and Financial Statements 28
October 2012)
4. INSPIRED THINKING GROUP LIMITED - Birmingham
All ISIS EP LLP managed funds
First investment: May 2010
Total cost: £3,200,000
Total equity held: 22.50%
Baronsmead VCT 4 only
Cost: £796,000
Valuation: £2,056,000
Valuation basis: Earnings Multiple
% of equity held: 4.95%
Year ended 31 August 2013 2012
£ million £ million
Sales: 43.3 32.7
EBITA: 1.6 1.6
Net Assets: 0.8 0.8
No. of Employees: 218 158
(Source: Inspired Thinking Group Holdings Limited, Report and Financial
Statements
31 August 2013)
5. VALLDATA GROUP LIMITED - Melksham
All ISIS EP LLP managed funds
First investment: January 2011
Total cost: £4,921,000
Total equity held: 58.90%
Baronsmead VCT 4 only
Cost: £1,221,000
Valuation: £1,701,000
Valuation basis: Earnings Multiple
% of equity held: 13.88%
Year ended 31 March 2013 2012*
£ million £ million
Revenue: 7.5 8.8
EBITA: 1.6 1.2
Net Assets: 9.7 9.5
No. of Employees: 232 272
(Source: Valldata Services Limited, Directors Report and Financial Statements
31 March 2013).
* 15 month period ended 31 March 2012
6. TASTY PLC - London
All ISIS EP LLP managed funds
First investment: September 2006
Total cost: £3,223,000
Total equity held: 14.52%
Baronsmead VCT 4 only
Cost: £595,000
Valuation: £1,634,000
Valuation basis: Bid Price
% of equity held: 2.53%
Year ended 31 December 2012 2011
£ million £ million
Revenue: 19.3 14.6
EBITA: 1.6 1.1
Net Assets: 12.3 11.0
No. of Employees: 453 325
(Source: Tasty Plc, Report and Financial Statements 31 December 2012)
7. INDEPENDENT COMMUNITY CARE MANAGEMENT LIMITED - Kettering
All ISIS EP LLP managed funds
First investment: October 2011
Total cost: £6,010,000
Total equity held: 55.00%
Baronsmead VCT 4 only
Cost: £1,346,000
Valuation: £1,583,000
Valuation basis: Earnings Multiple
% of equity held: 10.89%
Year ended 31 March 2013 2012
£ million £ million
Revenue: 8.4 7.5
EBITA: 0.2 0.4
Net Assets: 0.5 0.4
No. of Employees: 390 348
(Source: ICCM Ltd, Directors' Report and Financial Statements)
8. IDOX PLC - London
All ISIS EP LLP managed funds
First investment: May 2002
Total cost: £1,641,000
Total equity held: 4.98%
Baronsmead VCT 4 only
Cost: £413,000
Valuation: £1,503,000
Valuation basis: Last Traded Price
% of equity held: 1.32%
Year ended 31 October 2012 2011
£ million £ million
Revenue: 57.9 38.6
EBITA: 12.8 9.5
Net Assets: 38.9 34.4
No. of Employees: 467 363
(Source: IDOX Plc, Annual Report and Accounts 31 October 2012)
9. CREATE HEALTH - London
All ISIS EP LLP managed funds
First investment: March 2013
Total cost: £4,750,000
Total equity held: 29.00%
Baronsmead VCT 4 only
Cost: £1,065,000
Valuation: £1,384,000
Valuation basis: Earnings Multiple
% of equity held: 5.74%
Year ended 31 March 2013 2012
£ million £ million
Revenue: 4.2 3.5
EBITA: 1.3 1.2
Net Assets: 2.3 1.7
No. of Employees: # #
(Source: Create Health Ltd Director's Report and Financial Statement 31 March
2013)
# Not disclosed in financial statements
10. DRIVER GROUP - London
All ISIS EP LLP managed funds
First investment: October 2005
Total cost: £2,656,000
Total equity held: 18.90%
Baronsmead VCT 4 only
Cost: £563,000
Valuation: £1,332,000
Valuation basis: Bid Price
% of equity held: 4.02%
Year ended 31 December 2012 2011
£ million £ million
Sales: 26.3 17.4
EBITA: 1.2 0.4
Net Assets: 7.5 6.7
No. of Employees: 271 175
(Source: Driver Group Plc, Annual Report & Accounts 2012)
Extract from the Report of the Directors
The Chairman's Statement and the Corporate Governance statement in the Annual
Report form part of the Report of the Directors.
Results and Dividends
The Directors present the Twelfth Report and audited financial statements of
the Company for the year ended 31 December 2013.
Ordinary shares £'000
Profit on ordinary activities after taxation 5,952
Final dividend of 4.0p per ordinary share paid on (2,600)
19 April 2013
First interim dividend of 3.0p per ordinary share (1,959)
paid on 20 September 2013
Second interim dividend of 4.0p per ordinary share (2,612)
paid on 20 December 2013
Total dividends in the year (7,171)
Issue and Buy-Back of Shares
As a result of a top-up offer on 11 March 2013, the Company allotted a further
1,026,543 new ordinary shares at a price of 102.70p per share representing 1.4
per cent. of the issued share capital following allotment with an aggregate
nominal value of £102,654.30, raising a further 1,054,300 of new funds (before
expenses). This allotment was in addition to the allotment made on 24 December
2012. The terms of issue were set out in the Offer document dated 20 November
2012 and the offer price was set on 11 March 2013.
During the year the Company bought back 730,000 ordinary shares of 10p each to
be held in Treasury, representing an aggregate cost of £698,400. Shares held in
Treasury will not be sold at a discount wider than the discount prevailing at
the time the shares were initially bought back by the Company.
As at 17 February 2014, the Company held 7,920,130 ordinary shares in Treasury,
representing 10.82 per cent of the Company's issued ordinary share capital.
Management
ISIS EP LLP manages the investments for the Company. The liquid assets within
the portfolio (being cash, interest bearing securities, gilts and other assets,
which are not categorised as venture capital investments for the purpose of the
FCA's rules) have been managed by FPPE LLP. This is incorporated within the
management agreement and no additional fees are paid by the Company. FPPE LLP
is a limited liability partnership, which is authorised and regulated by the
FCA and which has the same controlling members as the Manager. The Manager has
continued to act as the Manager of the Company and as the Investment Manager of
the Company's illiquid assets (being all AIM-traded and other venture capital
investments). The personnel involved in providing management and investment
management services to the Company have not changed as a result of the
implementation of these arrangements.
The Manager also provides or procures the provision of accounting, company
secretarial, administrative and custodian services to the Company. The
management agreement may be terminated at any date by either party giving
twelve months' notice of termination. Under the management agreement, the
Manager receives a fee of 2.5 per cent per annum of the net assets of the
Company. In addition, the Manager receives an annual accounting and secretarial
fee that was initially fixed at £44,724 in 2006 and is revised annually to
reflect the movement in RPI plus a variable fee of 0.125 per cent of the net
assets of the Company which exceed £5 million.
This fee was initially capped at £100,000 per annum (and revised annually to
reflect the movement in RPI).
Annual running costs are capped at 3.5 per cent of the average net assets of
the Company during the period (excluding any performance fee payable to the Manager
and irrecoverable VAT), any excess being refunded by the Manager by way of an
adjustment to its management fee.
If the management agreement is terminated, the Manager is only entitled to the
management fees due to it and any interest on unpaid fees.
The Management Engagement and Remuneration Committee has reviewed the
appointment of the Manager and it is the Board's opinion that the continuing
appointment of ISIS EP LLP on the terms agreed is in the best interests of
shareholders as a whole.
The Board believes that the knowledge and experience accumulated by the Manager
in the period since the launch of the first Baronsmead VCT in 1995 is reflected
in processes which are designed to find, manage and realise good quality growth
businesses.
Co-investment Scheme
The co-investment scheme was introduced in November 2004. Members of the
Manager's investment team invest their own capital into a proportion of the
ordinary shares of each and every unquoted investment made by the Baronsmead
VCTs. The shares held by the members of the Co-investment Scheme in any
portfolio company can only be sold at the same time as the investment held by
the Baronsmead VCTs is sold. In addition, any prior ranking financial
instruments, such as loan stock, held by the Baronsmead VCTs have to be repaid
in full together with the agreed priority annual return before any gain accrues
to the ordinary shares. This ensures that the Baronsmead VCTs achieve a good
priority return before profits accrue to the co-investment scheme.
The Board is keen to ensure that the Manager continues to have one of the best
investment teams in the VCT and private equity market place and considers the
scheme to be essential in order to attract, retain and incentivise the best
talent. The scheme is in line with current market practice in the private
equity industry and the Board believes that it aligns the interests of the
Manager with those of the Baronsmead VCTs since executives have to invest their
own capital in every unquoted transaction and cannot decide selectively in
which investments to participate. In addition the co-investment only delivers a
return after each VCT has realised a priority return built into the structure.
The executives participating in the co-investment scheme subscribe jointly for
a proportion (currently 12 per cent) of the ordinary shares available to the
Baronsmead VCTs in each unquoted investment. The level of participation was
increased from 5 per cent in 2007 when the Manager's performance fee was
reduced from 20 per cent to its current level of 10 per cent.
Since the formation of the scheme in 2004, 52 executives have invested a total
of £1.2m in 39 companies. At 31 December 2013 14 of these investments have been
realised generating proceeds of £148m for the Baronsmead VCTs and £8m for the
co-investment scheme. For Baronsmead VCT 4 the average money multiple on these
nine realisations was 2.6 times cost. Had the co-investment shares been held
instead by the Baronsmead VCTs that money multiple would have been 2.7 times
cost. Over the period of nine years (based upon the current number of shares in
issue) this equates to approximately 3.12p a share.
ISIS Equity Partners - Advisory Fees
During the year to 31 December 2013, ISIS EP LLP received net income of £
174,000 (2012: £96,550) in connection with advisory fees and incurred abort
fees of £nil. (2012: £59,382) with respect to investments attributable to
Baronsmead VCT 4 plc.
Directors' fees of £211,000 were received in relation to companies in the
investment portfolio during the year.
VCT Status Adviser
The Company has retained PricewaterhouseCoopers LLP ('PwC') as their VCT Tax
Status Advisers to advise it on compliance with VCT requirements. PwC review
new investment opportunities, as appropriate, and review regularly the
investment portfolio of the Company. PwC work closely with the Manager but
report directly to the Board.
Environment
The Company seeks to conduct its affairs responsibly and environmental factors
are, where appropriate, taken into consideration with regard to investment
decisions.
Global Greenhouse Gas Emissions
The Company has no greenhouse gas emissions to report from the operations of
the Company, nor does it have responsibility for any other emissions producing
sources under Companies Act 2006 (Strategic Report and Directors' Reports)
Regulations 2013, including those within its underlying investment portfolio.
Substantial Interests in Share Capital
As at 31 December 2013 and since 31 December to the date of this report, the
Company was not aware of any beneficial interest exceeding 3 per cent of the
voting rights.
Going Concern
After making enquiries, and bearing in mind the nature of the Company's
business and assets, the Directors consider that the Company has adequate
resources to continue in operational existence for the foreseeable future. In
arriving at this conclusion the Directors have considered the liquidity of the
Company and its ability to meet obligations as they fall due for a period of at
least twelve months from the date that these financial statements were
approved. As at 31 December 2013 the Company held cash balances and investments
in Interest Bearing Securities with a combined value of £12,385,000. Cash flow
projections have been reviewed and show that the Company has sufficient funds
to meet both its contracted expenditure and its discretionary cash outflows in
the form of the share buy back program and dividend policy. The Company has no
external loan finance in place and is therefore not exposed to any gearing
covenants.
Statement of Directors' Responsibilities
Statement of Directors' Responsibilities in respect of the Annual Report and
the Financial Statements
The Directors are responsible for preparing the Annual Report and the financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law they have elected to prepare the financial
statements in accordance with UK Accounting Standards and applicable law (UK
Generally Accepted Accounting Practice).
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 these financial statements, the Directors are required to:
? select suitable accounting policies and then apply them consistently;
? make judgments and 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 and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that its financial statements comply with the Companies
Act 2006. They have general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the Company and to prevent
and detect 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.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the UK governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Responsibility Statement of the Directors in respect of the Annual Financial
Report
We confirm that to the best of our knowledge:
? the Financial Statements, prepared in accordance with the applicable set of
accounting standards, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company;
? the Annual Report includes a fair review of the development and performance
of the business and the position of the issuer together with a description of
the principal risks and uncertainties that they face; and
? the report and accounts, taken as a whole, are fair, balanced, and
understandable and provide the necessary information for shareholders to assess
the company's performance, business model and strategy.
On behalf of the Board
Robert Owen
Chairman
17 February 2014
NON-STATUTORY ACCOUNTS
The financial information set out below does not constitute the Company's
statutory accounts for the years ended 31 December 2013 and 31 December 2012
but is derived from those accounts. Statutory accounts for 2012 have been
delivered to the Registrar of Companies, and those for 2013 will be delivered
in due course. The Auditors have reported on those accounts; their report was
(i) unqualified, (ii) did not include a reference to any matters to which the
Auditors drew attention by way of emphasis without qualifying their report and
(iii) did not contain a statement under Section 498 (2) or (3) of the Companies
Act 2006. The text of the Auditors' report can be found in the Company's full
Annual Report and Accounts at www.baronsmeadvct4.co.uk.
Income Statement
For the year ended 31 December 2013
2013 2012
Revenue Capital Total Revenue Capital Total
Notes £'000 £'000 £'000 £'000 £'000 £'000
Unrealised gains on 2.3
movements - 5,489 5,489 - 7,150 7,150
Realised (losses) gains 2.3
on investments - (1,053) (1,053) - 254 254
Income 2.5 3,627 - 3,627 1,132 - 1,132
Investment management fee 2.6 (414) (1,241) (1,655) (385) (1,155) (1,540)
Other expenses 2.6 (456) - (456) (390) - (390)
Profit on ordinary
activities before
taxation 2,757 3,195 5,952 357 6,249 6,606
Taxation on ordinary
activities 2.9 (543) 543 - (30) 30 -
Profit on ordinary
activities after taxation 2,214 3,738 5,952 327 6,279 6,606
Return per ordinary
share:
Basic 2.2 3.39p 5.72p 9.11p 0.53p 10.22p 10.75p
All items in the above statement derive from continuing operations.
There are no recognised gains and losses other than those disclosed in the
Income Statement.
The revenue column of the Income Statement includes all income and expenses.
The capital column accounts for the realised and unrealised profit or loss on
investments and the proportion of the management fee charged to capital.
Reconciliation of Movements in Shareholders' Funds
For the year ended 31 December 2013
2013 2012
Notes £'000 £'000
Opening shareholders' funds 66,246 54,786
Profit on ordinary activities after taxation 5,952 6,606
Net proceeds of share issues & buy-backs 320 6,710
Other costs charged to capital 3.2 (10) -
Dividends paid 2.4 (7,171) (1,856)
Closing shareholders' funds 65,337 66,246
Balance Sheet
As at 31 December 2013
2013 2012
Notes £'000 £'000
Fixed assets
Investments 2.3 57,496 58,763
Current assets
Debtors 2.7 178 4,236
Cash at bank 5,437 1,344
Cash on deposit 2,750 2,500
8,365 8,080
Creditors (amounts falling due within one year) 2.8 (524) (597)
Net current assets 7,841 7,483
Net assets 65,337 66,246
Capital and reserves
Called-up share capital 3.1 7,322 7,219
Share premium account 3.2 - 28,078
Capital redemption reserve 3.2 - 8,622
Other reserve 3.2 37,610 -
Revaluation reserve 3.2 8,247 11,660
Capital reserve 3.2 11,787 10,324
Revenue reserve 3.2 371 343
Equity shareholders' funds 65,337 66,246
Net asset value per share
- Basic 2.1 100.06p 101.92p
- Treasury 2.1 99.51p 101.41p
The financial statements were approved by the Board of Directors on 17 February
2014 and were signed on its behalf by:
Robert Owen (Chairman)
Cash Flow Statement
For the year ended 31 December 2013
2013 2012
£'000 £'000
Operating activities
Investment income received 3,793 1,276
Deposit interest received 20 12
Investment management fees paid (1,639) (1,490)
Other cash payments (429) (382)
Net cash inflow/(outflow) from operating activities 1,745 (584)
Financial investment
Purchases of investments (39,579) (70,018)
Disposals of investments 45,282 70,813
Net cash inflow from financial investment 5,703 795
Equity dividends paid (7,171) (1,856)
Net cash inflow/(outflow) before financing 277 (1,645)
Financing
Net proceeds of share issues & buy-backs 4,069 2,961
Other costs charged to capital (3) -
Net cash inflow from financing 4,066 2,961
Increase in cash 4,343 1,316
Reconciliation of net cash flow to movement in net cash
Increase in cash 4,343 1,316
Opening cash position 3,844 2,528
Closing cash at bank and on deposit 8,187 3,844
Reconciliation of profit on ordinary activities before
taxation to net cash inflow/(outflow) from operating
activities
Profit on ordinary activities before taxation 5,952 6,606
Gains on investments (4,436) (7,404)
Decrease in debtors 196 188
Increase in creditors 33 56
Income reinvested - (30)
Net cash Inflow/(outflow) from operating activities 1,745 (584)
Notes to the Accounts
In preparing the 2013 financial statements, Baronsmead VCT 4 has made a number
of changes in structure, layout and wording in order to make the financial
statements less complex and more relevant for shareholders and other users.
We have grouped notes into sections under three key categories:
1. Basis of preparation
2. Investments, performance and shareholder returns
3. Other required disclosures
The key accounting policies have been incorporated throughout the notes to the
financial statements adjacent to the disclosure to which they relate.
1. Basis of Preparation
1.1 Basis of accounting
These financial statements have been prepared under UK Generally Accepted
Accounting Practice ("UK GAAP") and in accordance with the Statement of
Recommended Practice ("SORP") for investment trust companies and venture
capital trusts issued by the Association of Investment Companies ("AIC") in
January 2009 and on the assumption that the Company maintains VCT status.
2. Investments, performance and shareholder returns
2.1 Net asset value per share
Net asset value
Number of shares per share Net asset value
attributable attributable
2013 2012 2013 2012 2013 2012
number number pence pence £'000 £'000
Ordinary shares (basic) 65,297,059 65,000,516 100.06 101.92p 65,337 66,246
Ordinary shares (including 73,217,189 72,190,646 99.51 101.41p 72,861 73,212
Treasury)
The Treasury net asset value per share as at 31 December 2013 included ordinary
shares held in Treasury valued at the mid share price of 95.00p at 31 December
2013 (2012: 96.88p).
2.2 Return per share
Weighted average
number of Return per Net profit on ordinary
ordinary shares ordinary share activities after taxation
2013 2012 2013 2012 2013 2012
number number pence pence £'000 £'000
Revenue 65,339,630 61,474,340 3.39 0.53 2,214 327
Capital 65,339,630 61,474,340 5.72 10.22 3,738 6,279
Total 9.11 10.75 5,952 6,606
2.3 Investments
Purchases or sales of investments are recognised at the date of transaction.
Investments are measured at fair value. For AIM-traded and listed securities
this is either bid price or the last traded price, depending on the convention
of the exchange on which the investment is traded.
In respect of unquoted investments, these are valued at fair value by the
Directors using methodology which is consistent with the International Private
Equity and Venture Capital Valuation guidelines ("IPEV"). This means
investments are valued using an earnings multiple, which has a discount or
premium applied which adjusts for points of difference to appropriate stock
market or comparable transaction multiples. Alternative methods of valuation
will include application of an arm's length third party valuation, a provision
on cost or a net asset value basis.
Gains and losses arising from changes in the fair value of the investments are
included in the Income Statement for the period as a capital item. Transaction
costs on acquisition are included within the initial recognition and the profit
or loss on disposal is calculated net of transaction costs on disposal.
All investments are initially recognised and subsequently measured at fair
value. Changes in fair value are recognised in the income statement.
The methods of fair value measurement are classified into a hierarchy based on
reliability of the information used to determine the valuation.
? Level 1 - Fair value is measured based on quoted prices in an active market.
? Level 2 - Fair value is measured based on directly observable current market
prices or indirectly being derived from market prices.
? Level 3 - Fair value is measured using a valuation technique that is not
based on data from an observable market.
2013 2012
£'000 £'000
Level 1
Listed interest bearing securities 4,198 2,899
Investments traded on AIM 23,331 18,001
Investments listed on LSE 1,322 892
Investments listed on ISDX 346 -
29,197 21,792
Level 2 - -
Level 3
Unquoted investments 28,299 36,971
57,496 58,763
Level 1 Level 3
Listed
Interest Traded
bearing Traded Listed on
securities on AIM on LSE ISDX Unquoted Total
£'000 £'000 £'000 £'000 £'000 £'000
Opening book cost 2,899 15,526 1,203 - 27,475 47,103
Opening unrealised appreciation
/(depreciation) - 2,475 (311) - 9,496 11,660
Opening valuation 2,899 18,001 892 - 36,971 58,763
Movements in the year:
Purchases at cost 30,690 2,314 - 227 6,348 39,579
Sales - proceeds (29,391) (2,886) - - (13,005) (45,282)
- realised gains/ (losses) on
sales - 411 - - (1,464) (1,053)
Unrealised gains realised
during the year - 861 - - 8,041 8,902
Increase/(decrease) in
unrealised appreciation - 4,630 430 119 (8,592) (3,413)
Closing valuation 4,198 23,331 1,322 346 28,299 57,496
Closing book cost 4,198 16,226 1,203 227 27,395
Closing unrealised appreciation - 7,105 119 119 904
Closing valuation 4,198 23,331 1,322 346 28,299 57,496
Equity shares - 23,331 1,322 346 5,383 30,382
Loan notes - - - - 22,916 22,916
Fixed income securities 4,198 - - - - 4,198
Closing valuation 4,198 23,331 1,322 346 28,299 57,496
The gains and losses included in the above table have all been recognised in
the Income Statement above.
For Level 3 unquoted investments, the effect on fair value of changing one or
more assumptions to reasonably possible alternatives has been considered. The
portfolio has been reviewed and both downside and upside reasonable possible
alternatives have been identified and applied to the valuation of each of the
investments. The inputs flexed in determining the reasonably possible
alternative assumptions include the earnings stream and marketability discount.
Applying the downside alternatives the value of the unquoted investments would
be £2.8 million or 10.1 per cent lower. Using the upside alternatives the value
would be increased by £2.6 million or 9.3 per cent.
2.4 Dividends
2013 2012
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Amounts recognised as distributions
to equity holders in the year:
For the year ended 31 December 2013
- First interim dividend of 3p per
ordinary share paid on 20 September
2013 882 1,077 1,959 - - -
- Second interim dividend of 4p per
ordinary share paid on 20 December
2013 1,012 1,600 2,612 - - -
For the year ended 31 December 2012
- Interim dividend of 3p per - - - - 1,856 1,856
ordinary share paid on 21 September
2012
- Final dividend of 4p per ordinary
share paid on 19 April 2013 292 2,308 2,600 - - -
2,186 4,985 7,171 - 1,856 1,856
2.5 Income
Interest income on loan notes and dividends on preference shares are accrued on
a daily basis. Provision is made against this income where recovery is
doubtful.
Where the terms of unquoted loan notes only require interest or a redemption
premium to be paid on redemption, the interest and redemption premium is
recognised as income once redemption is reasonably certain. Until such date
interest is accrued daily and included within the valuation of the investment.
Income from fixed interest securities and deposit interest is included on an
effective interest rate basis.
Dividends on quoted shares are recognised as income when the related
investments are marked ex-dividend and where no dividend date is quoted, when
the Company's right to receive payment is established.
2013 2012
Quoted Unquoted Quoted Unquoted
securities securities Total securities securities Total
£'000 £'000 £'000 £'000 £'000 £'000
Income from investments?
UK franked 321 101 422 232 - 232
UK unfranked 8 2,292 2,300 16 796 812
UK unfranked - - - -
reinvested - 30 30
Redemption premium - 885 885 - 45 45
329 3,278 3,607 248 871 1,119
Other income?
Other income 20 13
Total income 3,627 1,132
Total income comprises:
Dividends 422 232
Interest 3,205 900
3,627 1,132
? All investments have been designated at fair value through profit or loss on
initial recognition, therefore all investment income arises on investments at
fair value through profit or loss.
? Other income on financial assets not designated fair value through profit or
loss.
2.6. Investment management fee and other expenses
All expenses are recorded on an accruals basis.
2013 2012
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Investment management fee 414 1,241 1,655 385 1,155 1,540
Performance fee - - - - - -
414 1,241 1,655 385 1,155 1,540
Management fees are allocated 25 per cent income: 75 per cent capital derived
in accordance with the Board's expected split between long term income and
capital returns. Performance fees are allocated 100 per cent capital.
The management agreement may be terminated by either party giving twelve months
notice of termination.
The Manager, ISIS EP LLP, receives a fee of 2.5 per cent per annum of the net
assets of the Company, calculated and payable on a quarterly basis.
The Manager is entitled to a performance fee when the total return on net
proceeds of the ordinary share offers exceeds 8 per cent per annum (simple) on
net funds raised. To the extent that the Total Return exceeds this threshold, a
performance fee (plus VAT) will be paid to the Manager of 10 per cent of the
excess. The performance fee payable in any one year will be capped at 5 per
cent of the Shareholders' funds at the end of the calculation period. No
performance fee is payable for the year ended 31 December 2013.
Other expenses
2013 2012
£'000 £'000
Directors' fees 87 79
Secretarial and accounting fees paid to the Manager 127 122
Remuneration of the auditors and their associates:
- audit 22 21
- other services supplied pursuant to legislation (interim review) 5 5
- other services supplied relating to taxation 6 7
- other services supplied relating to financial statements' 5 -
reorganisation
Other 204 156
456 390
Information on directors' remuneration is given in the directors' remuneration
table in the Directors' Remuneration Report in the Annual Report and Accounts
for the year ended 31 December 2013.
Charges for other services provided by the auditors in the year ended 31
December 2013 were in relation to the interim reviews, financial statement
reorganisation and tax compliance work (including iXBRL). The Audit Committee
reviews the nature and extent of non-audit services to ensure that independence
is maintained. The Directors consider that the auditors were best placed to
provide such services.
2.7 Debtors
2013 2012
£'000 £'000
Prepayments and accrued income 178 374
Amounts due from fundraising - 3,862
178 4,236
2.8 Creditors (amounts falling due within one year)
2013 2012
£'000 £'000
Management, secretarial & accounting fees due to the Manager 438 423
Fundraising costs 7 113
Other creditors 79 61
524 597
2.9 Tax
UK corporation tax payable is provided on taxable profits at the current rate.
Provision is made for deferred taxation on all timing differences calculated at
the current rate of tax relevant to the benefit or liability.
The tax charge for the year is lower than the standard rate of corporation tax
in the UK for a company. The differences are explained below:
2013 2012
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Profit on ordinary
activities before
taxation 2,757 3,195 5,952 357 6,249 6,606
641 743 1,384 87 1,531 1,618
Corporation tax at 23.25%
(2012: 24.5%)
Effect of:
Non-taxable dividend
income (98) - (98) (57) - (57)
Non-taxable gains - (1,031) (1,031) - (1,814) (1,814)
Losses (utilised)/carried
forward - (255) (255) - 253 253
Tax charge/(credit) for the
year 543 (543) - 30 (30) -
At 31 December 2013 the Company had surplus management expenses of £922,000
(2012: £2,016,000) which have not been recognised as a deferred tax asset. This
is because the Company is not expected to generate taxable income in a future
period in excess of the deductible expenses of that future period and,
accordingly, the Company is unlikely to be able to reduce future tax
liabilities through the use of existing surplus expenses. Due to the Company's
status as a VCT, and the intention to continue meeting the conditions required
to obtain approval in the foreseeable future, the Company has not provided
deferred tax on any capital gains and losses arising on the revaluation or
disposal of investments.
3. Other Required Disclosures
3.1 Called-up share capital
Allotted, called-up and fully paid:
Ordinary shares £'000
72,190,646 ordinary shares of 10p each listed at 31 December 2012 7,219
1,026,543 ordinary shares of 10p each issued during the year 103
73,217,189 ordinary shares of 10p each listed at 31 December 2013 7,322
7,190,130 ordinary shares of 10p each held in treasury at 31 December
2012 (719)
730,000 ordinary shares of 10p each repurchased during the year and held
in treasury (73)
7,920,130 ordinary shares of 10p each held in treasury at 31 December
2013 (792)
65,297,059 ordinary shares of 10p each in circulation* at 31 December
2013 6,530
* Carrying one vote each.
During the year the Company bought into Treasury 730,000 ordinary shares
representing 1.01 per cent of the ordinary shares in issue at the beginning of
the financial year.
There were no changes in share capital between the year end and when the
financial statements were approved.
Treasury shares
When the Company reacquires its own shares, they are held as Treasury shares
and not cancelled.
Shareholders have authorised the Board to re-issue Treasury shares at a
discount to the prevailing NAV subject to the following conditions:
- It is in the best interests of the Company;
- Demand for the Company's shares exceeds the shares available in the market;
- A full prospectus must be produced if funds raised are greater than ?5m; and
- HMRC will not consider these 'new shares' for the purposes of the purchasers'
entitlement to initial income tax relief.
3.2 Reserves
Gains and losses on realisation of investments of a capital nature are dealt
with in the capital reserve.
Purchases of the Company's own shares to be either held in Treasury or
cancelled are also funded from this reserve. 75 per cent of management fees are
allocated to the capital reserve in accordance with the Board's expected split
between long term income and capital returns.
Distributable reserves Non-distributable reserves
Capital
Capital Revenue Share Revaluation redemption Other
reserve reserve Total premium reserve* reserve reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 1 January
2013 10,324 343 10,667 28,078 11,660 8,622 - 48,360
Gross proceeds
of share issues - - - 952 - - - 952
Purchase of
shares for
Treasury (699) - (699) - - - - -
Expenses of
share issues &
buybacks (4) - (4) (32) - - - (32)
Other costs
charged to
capital - - - (10) - - - (10)
Reallocation of
prior year
unrealised
gains 8,902 - 8,902 - (8,902) - - (8,902)
Realised loss
on disposals of
investments# (1,053) - (1,053) - - - - -
Net increase in
value of
investments# - - - - 5,489 - - 5,489
Management fee
capitalised# (1,241) - (1,241) - - - - -
Taxation relief
from capital
expenses# 543 - 543 - - - - -
Revenue return
on ordinary
activities
after taxation# - 2,214 2,214 - - - - -
Dividends paid
in the year (4,985) (2,186) (7,171) - - - - -
Cancellation of
share premium
and capital
redemption
reserve - - - (28,988) - (8,622) 37,610 -
As at 31
December 2013 11,787 371 12,158 - 8,247 - 37,610 45,857
* Changes in fair value of investments are dealt with in this reserve.
# The total of these items is £5,952,000 which agrees to the total profit on
ordinary activities.
Share premium is recognised net of issue costs.
The Company does not have any externally imposed capital requirements.
On 18 December 2013 the court granted orders allowing the Company to cancel its
share premium account and capital redemption reserve. The amounts of £
28,998,000 (share premium) and £8,622,000 (capital redemption reserve) will
become distributable during 2014 once all creditors at the date of the
cancellation have been discharged.
3.3 Financial instruments risks
The Company's financial instruments comprise equity and fixed interest
investments, cash balances and liquid resources including debtors and
creditors. The Company holds financial assets in accordance with its investment
policy to invest in a diverse portfolio of UK growth businesses.
The Company's investing activities expose it to a range of financial risks.
These key risks and the associated risk management policies to mitigate these
risks are described below.
Market risk
Market risk includes price risk on investments and interest rate risk on
investments and other financial assets and liabilities.
Price risk
The investment portfolio is managed in accordance with the policies and
procedures described in the Strategic Report above.
Investments in unquoted stocks, AIM & ISDX quoted companies involve a higher
degree of risk than investments in the main market. The Company aims to reduce
this risk by diversifying the portfolio across business sectors and asset
classes.
Management performs continuing analysis on the fair value of investments and
the Company's overall market positions are monitored by the Board on a
quarterly basis.
2013 2012
5% 5% 5%
5% increase decrease increase decrease
in share in share in share in share
price price price price
effect on effect on effect on effect on
net assets net assets net assets net assets
% of total and profit and profit % of total and profit and profit
investment £'000 £'000 investment £'000 £'000
LSE, AIM and 43 1,250 (1,250) 32 945 (945)
ISDX
Unquoted 49 1,415 (1,415) 63 1,849 (1,849)
Valuation methodology includes the application of earnings multiples derived
from either listed companies with similar characteristics or recent comparable
transactions. Therefore the value of the unquoted element of the portfolio may
also indirectly be affected by price movements on the listed exchanges.
Interest rate risk
The Company has the following investments in fixed and floating rate financial
assets:
2013 2012
Weighted Weighted
average average
Weighted time for Weighted time for
average which average which
Total interest rate Total interest rate
investment rate is fixed investment rate is fixed
£'000 % days £'000 % days
Fixed rate loan note 22,916 7.89 # 25,113 9.38 #
securities
Fixed interest instruments 4,198 0.26 48 2,899 0.12 21
Cash at bank & on deposit 8,187 - - 3,844 - -
35,301 31,856
# Due to the complexity of the instruments and uncertainty surrounding timing
of realisation the weighted average time for which the rate is fixed has not
been calculated.
Credit risk
Credit risk refers to the risk that counterparty will default on its obligation
resulting to a financial loss to the Company. The Investment Manager monitors
credit risk on an ongoing basis.
At the reporting date, the Company's financial assets exposed to credit risk
amounted to the following:
2013 2012
£'000 £'000
Investments in fixed rate instruments 4,198 2,899
Cash at bank & on deposit 8,187 3,844
Interest, dividends and other receivables 178 4,236
12,563 10,979
Credit risk arising on fixed interest instruments is mitigated by investing in
UK Government Stock.
Credit risk on unquoted loan stock held within unlisted investments is
considered to be part of market risk as disclosed earlier in the note.
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 a recognised exchange are
held by JP Morgan Chase ("JPM"), the Company's custodian. The Board monitors
the Company's risk by reviewing the custodian's internal controls reports as
described in the Corporate Governance section of the full Annual Report.
The cash held by the Company is held by JPM and Lloyds. The Board monitors the
Company's risk by reviewing regularly the internal control reports of these
banks. Should the credit quality or the financial position of either bank
deteriorate significantly the Investment Manager will seek to move the cash
holdings to another bank.
There were no significant concentrations of credit risk to counterparties at 31
December 2013 or 31 December 2012. No individual investment exceeded 7.1 per
cent of the net assets attributable to the Company's shareholders at 31
December 2013 (2012: 7.2 per cent).
Liquidity risk
The Company's financial instruments include investments in unquoted companies
which are not traded in an organised public market, as well as AIM and ISDX
traded equity investments, all of which generally may be illiquid. As a result,
the Company may not be able to liquidate quickly some of its investments in
these instruments 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 Company's liquidity risk is managed on an ongoing basis by the Investment
Manager in accordance with policies and procedures in place as described in the
Extract from the Report of the Directors above. 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. At 31 December 2013
these investments were valued at £12,385,000 (2012: £6,743,000).
3.4 Related parties
Related party transactions include Management, Secretarial, Accounting and
Performance fees payable to the Manager, ISIS EP LLP, as disclosed in notes 2.6
and 2.8, and fees paid to the Directors as disclosed in note 2.6. In addition,
the Manager operates a Co-investment Scheme, detailed in the Extract from the
Report of the Directors, whereby employees of the Manager are entitled to
participate in all unquoted investments alongside the Company.
An offer for subscription to raise gross proceeds of up to £10 million was
launched on 22 January 2014. The fundraising offer costs are capped at 3 per
cent. of the gross proceeds of the offer and the Manager agreed to underwrite
any costs and expenses in excess of this amount. If there are surplus funds,
the Manager expects most or all of the money received in respect of the
underwriting of the costs of the Offer to be fully utilised in the payment of
future trail commission for which it is responsible.
3.5 Post balance sheet events
A new investment of £952,000 was made in Kingsbridge Risk Solutions Ltd on 10
January 2014.
An offer for subscription to raise gross proceeds of up to £10 million was
launched on 22 January 2014. Based on subscriptions to date, it is expected
that the Company's offer will be fully subscribed during February 2014.
National Storage Mechanism
A copy of the Annual Report and Financial Statements will be submitted shortly
to the National Storage Mechanism ("NSM") and will be available for inspection
at the NSM, which is situated at: http://www.morningstar.co.uk/uk/NSM
Annual General Meeting
The Company's Annual General Meeting will be held on 15 April 2014 at 11:00 am
at the Plaisterers' Hall, One London Wall, London, EC2Y 5JU.
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.Baronsmead VCT 4 plc : - Annual Financial Report
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