31 Dec 2018 07:00
Half-yearly report
Elderstreet Draper Esprit VCT plc
Half-Yearly Report for the six months ended 30 September 2018
Legal Entity Identifier: 2138003I9Q1QPDSQ9Z97
Recent performance summary
| 30 Sept 2018 | 31 Mar 2018 | 30 Jun 2017 | |
| Pence | Pence | Pence | |
| Net asset value per share | 60.1 | 57.5 | 61.6 |
| Cumulative distributions paid per share | 99.0 | 99.0 | 97.5 |
| Total return per share | 159.1 | 156.5 | 159.1 |
CHAIRMAN’S STATEMENTI am pleased to present the Half-Yearly Report for the Company for the six months ended 30 September 2018.
The Company has been an active investor over the period, co-investing with Draper Esprit funds under the management arrangements that have been in place for the last two years.
Net asset value, results and dividends
At 30 September 2018, the Company’s Net Asset Value (“NAV”) per share stood at 60.1p, an increase of 2.6p or 4.6% since 31 March 2018.
The return on activities after taxation for the period was £1.6 million (June 2017: £75,000), comprising a revenue return of £262,000 (June 2017: £271,000) and a capital gain of £1.4 million (June 2017: capital loss of £196,000).
An interim dividend of 1.5p per share will be paid on 29 March 2019, to Shareholders on the register as at 8 March 2019.
Venture capital investmentsInvestment activityDuring the period the Company made one follow-on and four new investments totalling £3.5 million.
The Company invested £912,000 in Endomagnetics Limited (trading as Endomag). Endomag has developed a minimally-invasive surgical guidance system, which can locate early-stage and impalpable tumours and help determine whether a cancer has spread. The system has been used in over 30,000 procedures across 300 hospitals in 30 countries and is the subject of 12 clinical publications, all confirming its efficacy compared with current standards.
£860,000 was invested in Pod Point Holding Limited, trading as Pod Point, a leading provider of electric vehicle charging points in the UK. The Company has manufactured and sold over 40,000 charging points to date, for installation at locations including Sainsbury’s, Gatwick Airport and Heathrow Airport. It has also recently announced a major partnership with Tesco and Volkswagen.
£793,000 in Evonetix Limited, a Company developing a DNA chip to accurately synthesise long sequences of DNA with high accuracy, eliminating the requirement for post-synthesis correction. The Company recently announced a partnership with LioniX International to enable DNA synthesis on a large scale.
£756,000 in IXL PremFina Limited, trading as PremFina, a business developing software solutions for insurance brokers to better connect them with their customers, whilst also facilitating the provision of “own-brand” premium finance.
A follow-on investment of £211,000 was made into Access Intelligence plc, a leading provider of communications and reputation management software. The VCT, along with other existing investors, partook in a further placing of shares in Access Intelligence plc, in order to fund further development of its Vuelio platform, which has more than 1,500 customers. As at the date of this report, the VCT had invested a further £340,000 in connection with a subsequent placing of shares, also alongside existing Shareholders. This additional capital is being used to fund the acquisition of Response Resource Limited, a company with a product which is complementary to Vuelio.
During the period the Manager presented a number of new investment opportunities to the Board, which have been approved and have subsequently completed or are expected to complete over the coming months. The Board has committed to four of these new deals, totalling £3 million, alongside Draper Esprit funds, and completion is subject to receiving HMRC approval. After the period end, funds have been committed to two further deals totalling £1.1 million.
Investment realisationsThe Company made one partial realisation and two full realisations during the period, generating total proceeds of £694,000 and an overall gain over carrying value of £83,000.
The partial disposal was in respect of Fulcrum Utilities Limited. The majority of the VCT’s shareholding was acquired in July 2010, and as the share price has grown significantly since that time, the Board and Manager saw an opportunity to provide some further liquidity for the Company, whilst also realising a large profit on a relatively small proportion of the Company’s overall shareholding. The partial disposal generated proceeds of £633,000 and realised a profit over cost of £519,000.
Lyalvale Property Limited was dissolved during the period. As the VCT’s investment in the business had been valued at £nil as at 31 March 2018, the dissolution had no impact on the NAV during the period. The Company continues to hold an investment in Lyalvale Express Limited, which is discussed below.
The Company also realised its entire holding in Sparesfinder Limited, resulting in a gain over opening value of £27,000.
Investment valuationsAt the period end, the Company held a portfolio of 28 venture capital investments, valued at £25.0 million.
The Board reviewed the valuation of the unquoted investments as at 30 September 2018 and adjustments have been made accordingly.
The investment in Street Team Software Limited (Verve), the operator of a peer-to-peer event marketing platform, was uplifted in value by £1.5 million as at 30 September 2018, following strong performance.
Lyalvale Express Limited, the leading producer of shotgun ammunition in the UK, was reduced in value by £1.1 million during the period. The valuation reduction is attributable to a decline in sales volumes for the period to October 2018, in light of volatility in the market for their product. Whilst the investment has been reduced in value, the revised valuation still represents an unrealised gain, over cost, of £941,000.
Furthermore, the VCT received dividend income of £168,000 from the company during the period.
The valuations of the quoted venture capital investments are driven by their prevailing market prices as at 30 September 2018. The most notable movement from 31 March 2018 was in relation to Access Intelligence plc. The company published several positive updates in the period, which has caused the share price to increase, resulting in a valuation uplift of £1.2m.
The portfolio as a whole generated a net valuation uplift of £1.6 million during the period. The Board and Manager are satisfied with this performance and believe that there are opportunities for further growth in the portfolio.
Fundraising
The Company launched an offer for subscription in December 2017, which closed on 31 May 2018 having raised gross proceeds of £3.9 million.
Share buybacks
The Company has a policy of buying in shares that become available in the market at approximately a 7.5% discount to the latest published Net Asset Value, subject to regulatory and liquidity constraints.
In line with this policy, during the period the Company purchased 795,000 shares for cancellation for an aggregate consideration of £435,000, equating to an average price of 54.7p per share.
Any Shareholders who are considering selling their Shares will need to use a stockbroker. Such Shareholders should ask their stockbroker to register their interest in selling their shares with Shore Capital, who act as the Company’s corporate broker.
Distributable reservesIn order to maintain the distributable reserves of the Company, the Board sought the approval of Shareholders, at the recent AGM, to cancel the balance on the Share Premium account. This process was formally completed in October 2018 and will be reflected in the Balance Sheet in Annual Report to 31 March 2019.
Outlook
This has been a busy period for the Company in terms of new investment activity. There are now a significant number of new young businesses in the portfolio which will require close monitoring and support to ensure that the successful ones are properly nurtured and, where it becomes clear that a business is unlikely to be successful, appropriate action is taken in a timely manner.
I look forward to updating Shareholders in the next Annual Report, which will be issued in July.
David BrockChairman
SUMMARY OF INVESTMENT PORTFOLIO as at 30 September 2018
| Cost | Valuation | Valuationmovementin period | % ofportfolioby value | |||
| £’000 | £’000 | £’000 | ||||
| Top ten venture capital investments | ||||||
| Fords Packaging Topco Limited | 2,433 | 5,766 | - | 13.8 | % | |
| Access Intelligence plc* | 2,544 | 4,448 | 1,226 | 10.7 | % | |
| Lyalvale Express Limited | 1,915 | 2,856 | (1,048 | ) | 6.8 | % |
| Street Team Software Limited | 1,286 | 2,736 | 1,450 | 6.6 | % | |
| Fulcrum Utility Services Limited* | 386 | 1,994 | 45 | 4.8 | % | |
| IESO Digital Health | 1,500 | 1,500 | - | 3.6 | % | |
| Endomagnetics Limited | 912 | 912 | - | 2.2 | % | |
| Pod Point Holding Limited | 860 | 860 | - | 2.1 | % | |
| Evonetix Limited | 793 | 793 | - | 1.9 | % | |
| IXL PremFina Limited | 756 | 756 | - | 1.8 | % | |
| 13,385 | 22,621 | 1,673 | 54.3 | % | ||
| Other venture capital investments | 12,729 | 2,768 | (34 | ) | 6.6 | % |
| 26,114 | 25,389 | 1,639 | 60.9 | % | ||
| Cash at bank and in hand | 16,352 | 39.1 | % | |||
| Total investments | 41,741 | 100.0 | % | |||
All venture capital investments are unquoted unless otherwise stated.* Quoted on AIM
SUMMARY OF INVESTMENT MOVEMENTS for the six months ended 30 September 2018
Additions
| £’000 | |
| Venture capital investments | |
| Endomagnetics Limited | 912 |
| Pod Point Holding Limited | 860 |
| Evonetix Limited | 793 |
| IXL PremFina Limited | 756 |
| Access Intelligence PLC * | 211 |
| 3,532 |
* Quoted on AIM
Disposals
| Cost | Value at 1 April 2018 | Proceeds | Profitvs cost | Realised(loss)/gain | ||
| £’000 | £’000 | £’000 | £’000 | £’000 | ||
| Quoted investments | ||||||
| Fulcrum Utilities Limited | 114 | 576 | 633 | 519 | 56 | |
| Venture capital investments | ||||||
| Sparesfinder Limited | 104 | 34 | 61 | (43 | ) | 27 |
| Lyalvale Property Limited | 300 | - | - | (300 | ) | - |
| 404 | 34 | 61 | (343 | ) | 27 | |
| 518 | 610 | 694 | 176 | 83 | ||
UNAUDITED BALANCE SHEET as at 30 September 2018
| 30 Sept 2018 | 30 Jun 2017 | 31 March2018 | |||||
| Note | £’000 | £’000 | £’000 | ||||
| Fixed assets | |||||||
| Investments | 25,389 | 16,901 | 20,828 | ||||
| Current assets | |||||||
| Debtors | 97 | 358 | 84 | ||||
| Cash at bank and in hand | 16,352 | 20,357 | 15,987 | ||||
| 16,449 | 20,715 | 16,071 | |||||
| Creditors: amounts falling due within one year | (191 | ) | (192 | ) | (179 | ) | |
| Net current assets | 16,258 | 20,523 | 15,892 | ||||
| Net assets | 41,647 | 37,424 | 36,720 | ||||
| Capital and reserves | |||||||
| Called up share capital | 7 | 3,463 | 3,035 | 3,194 | |||
| Capital redemption reserve | 9 | 572 | 495 | 533 | |||
| Share premium | 9 | 25,625 | 19,776 | 22,054 | |||
| Merger Reserve | 9 | 1,828 | 1,828 | 1,828 | |||
| Special reserve | 9 | (928 | ) | 1,722 | 452 | ||
| Capital reserve - unrealised | 9 | 6,993 | 2,432 | 5,515 | |||
| Capital reserve - realised | 9 | 4,019 | 8,115 | 3,331 | |||
| Revenue reserve | 9 | 75 | 21 | (187 | ) | ||
| Equity shareholders’ funds | 6 | 41,647 | 37,424 | 36,720 | |||
| Basic and diluted net asset value per share | 6 | 60.1p | 61.6p | 57.5p | |||
UNAUDITED INCOME STATEMENT for the six months ended 30 September 2018
| Six months ended30 Sept 2018 | Six months ended30 Jun 2017 | Period ended31 March2018 | |||||||||||||
| Revenue | Capital | Total | Revenue | Capital | Total | Total | |||||||||
| Note | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | ||||||||
| Income | 491 | - | 491 | 470 | - | 470 | 673 | ||||||||
| Gains/(losses) on investments | |||||||||||||||
| Realised | - | 84 | 84 | - | 740 | 740 | 406 | ||||||||
| Unrealised | - | 1,639 | 1,639 | - | (817 | ) | (817 | ) | (1,480 | ) | |||||
| 491 | 1,723 | 2,214 | 470 | (77 | ) | 393 | (401 | ) | |||||||
| Investment management fees | (92 | ) | (275 | ) | (367 | ) | (58 | ) | (175 | ) | (233 | ) | (794 | ) | |
| Other expenses | (137 | ) | (75 | ) | (212 | ) | (141 | ) | 56 | (85 | ) | (457 | ) | ||
| Return on ordinary activities before tax | 262 | 1,373 | 1,635 | 271 | (196 | ) | 75 | (1,652 | ) | ||||||
| Tax on total comprehensive income and ordinary activities | - | - | - | - | - | - | - | ||||||||
| Return attributable to equity shareholders | 4 | 262 | 1,373 | 1,635 | 271 | (196 | ) | 75 | (1,652 | ) | |||||
| Basic and diluted return per share | 4 | 0.4p | 2.0p | 2.4p | 0.7p | (0.5p) | 0.2p | (2.9p) | |||||||
All Revenue and Capital items in the above statement are derived from continuing operations. The total column within the Income Statement represents the profit and loss account of the Company.
UNAUDITED STATEMENT OF CHANGES IN EQUITY for the six months ended 30 September 2018
| Called up Sharecapital | CapitalRedemption reserve | Sharepremium | Merger reserve | Special reserve | CapitalReserve-unrealised | Capital reserve-realised | Revenue reserve | Total | |||||||
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |||||||
| At 30 June 2017 | 3,035 | 495 | 19,776 | 1,828 | 1,722 | 2,432 | 8,115 | 21 | 37,424 | ||||||
| Total comprehensive income | - | - | - | - | - | (1,014 | ) | (534 | ) | (179 | ) | (1,727 | ) | ||
| Transfer between reserves | - | - | - | - | (752 | ) | 4,097 | (3,749 | ) | 404 | - | ||||
| Transactions with owners | |||||||||||||||
| Issue of new shares | 197 | - | 2,278 | - | - | - | - | - | 2,475 | ||||||
| Share Issue costs | - | - | - | - | (94 | ) | - | - | - | (94 | ) | ||||
| Purchase of own shares | (38 | ) | 38 | - | - | (424 | ) | - | - | - | (424 | ) | |||
| Dividends paid | - | - | - | - | - | - | (501 | ) | (433 | ) | (934 | ) | |||
| At 31 March 2018 | 3,194 | 533 | 22,054 | 1,828 | 452 | 5,515 | 3,331 | (187 | ) | 36,720 | |||||
| Total comprehensive income | - | - | - | - | - | 1,639 | (266 | ) | 262 | 1,635 | |||||
| Transfer between reserves | - | - | - | - | (793 | ) | (161 | ) | 954 | - | - | ||||
| Transactions with owners | |||||||||||||||
| Issue of new shares | 308 | - | 3,571 | - | - | - | - | - | 3,879 | ||||||
| Share Issue costs | - | - | - | - | (153 | ) | - | - | (153 | ) | |||||
| Purchase of own shares | (39 | ) | 39 | - | - | (434 | ) | - | - | - | (434 | ) | |||
| Dividends paid | - | - | - | - | - | - | - | - | - | ||||||
| At 30 September 2018 | 3,463 | 572 | 25,625 | 1,828 | (928 | ) | 6,993 | 4,019 | 75 | 41,647 | |||||
UNAUDITED STATEMENT OF CASH FLOWS for the six months ended 30 September 2018
| Six monthsended 30 Sept 2018 | Six months ended 30 Jun 2017 | Period ended 31 March 2018 | ||||
| £’000 | £’000 | £’000 | ||||
| Cash flow from operating activities | ||||||
| 1,635 | 75 | (1,652 | ) | |||
| (Gains)/Losses on investments | (1,722 | ) | 77 | 1,074 | ||
| Decrease/(increase) in debtors | 42 | (15 | ) | 258 | ||
| (Decrease)/increase in creditors | (3 | ) | 38 | 26 | ||
| Net cash (outflow)/inflow generated from operating activities | (48 | ) | 175 | (294 | ) | |
| (3,532 | ) | (475 | ) | (5,572 | ) | |
| 694 | 4,266 | 4,439 | ||||
| Net cash (outflow)/inflow from investing activities | (2,838 | ) | 3,791 | (1,133 | ) | |
| Proceeds from share issue | 3,879 | 15,517 | 17,992 | |||
| Share issue costs | (193 | ) | (404 | ) | (498 | ) |
| Purchase of own shares | (435 | ) | (112 | ) | (536 | ) |
| Equity dividends paid | - | (912 | ) | (1,846 | ) | |
| Net cash inflow from financing activities | 3,251 | 14,089 | 15,112 | |||
| Increase in cash | 365 | 18,055 | 13,685 | |||
| Net movement in cash | ||||||
| Beginning of period | 15,987 | 2,302 | 2,302 | |||
| Net cash inflow | 365 | 18,055 | 13,685 | |||
| End of period | 16,352 | 20,357 | 15,987 | |||
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS for the six months ended 30 September 2018
1. The unaudited half yearly results cover the six months to 30 September 2018 and have been prepared in accordance with the Statement of Recommended Practice “Financial Statements of Investment Trust Companies and Venture Capital Trusts” revised January 2009 and in accordance with the accounting policies set out in the statutory accounts for the year ended 31 March 2018, which were prepared in accordance with the United Kingdom Generally Accepted Accounting Practice (United Kingdom accounting standards and applicable law), including Financial Reporting Standard 102, the financial reporting standard applicable in the UK and Republic of Ireland.
The Company has only one class of business and derives its income from investments made in shares, securities and bank deposits. The comparative figures are in respect of the six months ended 30 June 2017 and the fifteen months ended 31 March 2018 respectively.4. Basic and diluted return per share
| Six months ended30 Sept 2018 | Six months ended30 Jun 2017 | Period ended31 March2018 | |||
| Return per share based on: | |||||
| Net revenue gain for the period (£’000) | 262 | 271 | 92 | ||
| Capital return per share based on: | |||||
| Net capital gain for the period (£’000) | 1,373 | (196 | ) | (1,744 | ) |
| Weighted average number of shares | 69,412,617 | 41,615,341 | 57,026,412 | ||
5. Dividends
| Six months ended30 September 2018 | Period ended31 March2018 | |||||
| Per share | Revenue | Capital | Total | Total | ||
| pence | £’000 | £’000 | £’000 | £’000 | ||
| Payable | ||||||
| 2019 Interim | 1.5p | - | 1,039 | 1,039 | - | |
| 2018 Final | 1.5p | 210 | 829 | 1,039 | - | |
| 210 | 1,868 | 2,078 | - | |||
| Paid in the period | ||||||
| 2018 Interim | 1.5p | - | - | - | 934 | |
| 2016 Final | 1.5p | - | - | - | 912 | |
| - | - | - | 1,846 | |||
6. Basic and diluted net asset value per share
| Six months ended30 Sept 2018 | Six months ended30 Jun 2017 | PeriodEnded31 Mar 2018 | |
| Net asset value per share based on: | |||
| Net assets (£’000) | 42,647 | 37,424 | 36,720 |
| Number of shares in issue at the period end | 69,249,111 | 60,716,778 | 63,884,554 |
| Net asset value per share | 60.1p | 61.6p | 57.5p |
7. Called up share capital
| Six months ended30 Sept 2018 | Six months ended30 Jun 2017 | PeriodEnded31 Mar 2018 | |
| Ordinary shares of 5p each | |||
| Number of shares in issue at the period end | 69,249,111 | 60,716,778 | 63,884,554 |
| Nominal value (£’000) | 3,463 | 3,035 | 3,194 |
During the period the Company allotted 6,159,557 Ordinary Shares of 5p each (“Ordinary Shares”) under an Offer for Subscription that launched in December 2017, at an average price of 60.5p per share. Gross proceeds received thereon were £3.9 million, with issue costs in respect of the offer amounting to £153,000.
During the period, the Company purchased 795,000 shares for cancellation for an aggregate consideration of £435,000, at an average price of 54.7p per share (approximately equal to a 5.4% discount to the most recently published NAV at the time of purchase) and representing 1.2% of the share capital in issue as at 1 April 2018.
8. Investment commitmentsSince the end of the tax year the VCT has committed to four new investments totalling £5 million as part of the co-investment agreement alongside Draper Esprit funds. Completion of these investments is contingent on receiving VCT clearance from HMRC. Two of these deals are in healthtech, one in fintech, and one in an affiliate marketing software business. Total funds committed by all parties involved in these four investment rounds was over £50 million.
9. ReservesThe special reserve is available to the Company to enable the purchase of its own shares in the market without affecting its ability to pay dividends and allows the Company to write back realised capital losses arising on disposals and impairments.Distributable reserves are calculated as follows:
| Six months ended 30 Sept 2018 | Six months ended30 Jun 2017 | Period ended 31 Mar 2018 | ||||
| £’000 | £’000 | £’000 | ||||
| Special reserve | (928 | ) | 1,722 | 452 | ||
| Capital reserve - realised | 4,019 | 8,115 | 3,331 | |||
| Revenue reserve | 76 | 21 | (187 | ) | ||
| Merger reserve – distributable element | 423 | 423 | 423 | |||
| Unrealised losses – excluding unrealised unquoted gains | 288 | (1,781 | ) | (788 | ) | |
| 3,878 | 8,500 | 3,231 | ||||
The Company has categorised its financial instruments using the fair value hierarchy as follows:
Level 1 Reflects financial instruments quoted in an active market (fixed interest investments, and investments in shares quoted on either the Main or AIM Markets);Level 2 Reflects financial instruments that have prices that are observable either directly or indirectly; andLevel 3 Reflects financial instruments that use valuation techniques that are not based on observable market data (unquoted equity investments and loan note investments).
| Six months ended 30 Sept 2018 | Period ended 31 Mar 2018 | ||||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | ||
| AIM quoted shares | 6,019 | - | 367 | 6,386 | 5,332 | - | 181 | 5,513 | |
| Loan notes | - | - | 1,230 | 1,230 | - | - | 1,230 | 1,230 | |
| Unquoted shares | - | - | 17,773 | 17,773 | - | - | 14,085 | 14,085 | |
| 6,019 | - | 19,370 | 25,389 | 5,332 | - | 15,496 | 20,828 | ||
In October 2018, the balances on the share premium account and the capital redemption reserve were cancelled and added to the special reserve, contributing an additional £26.2 million to distributable reserves. The VCT regulations place some restrictions on the use of these reserves during the first three to four years after the funds on which they arose were raised.
10. Risks and uncertaintiesUnder the Disclosure and Transparency Directive, the Board is required in the Company’s half-yearly results to report on principal risks and uncertainties facing the Company over the remainder of the financial year.
The Board has concluded that the key risks facing the Company over the remainder of the financial period are as follows:
* investment risk associated with investing in small and immature businesses; * liquidity risk arising from investing mainly in unquoted businesses; and* failure to maintain approval as a VCT.
In all cases the Board is satisfied with the Company’s approach to these risks. As a VCT, the Company is forced to have significant exposure to relatively immature businesses. This risk is mitigated to some extent by holding a well-diversified portfolio.
With a reasonably illiquid venture capital investment portfolio, the Board ensures that it maintains an appropriate proportion of its assets in cash and liquid instruments.
The Company’s compliance with the VCT regulations is continually monitored by the Administration Manager, who regularly reports to the Board on the current position. The Company also retains Philip Hare and Associates LLP to provide regular reviews and advice in this area. The Board considers that this approach reduces the risk of a breach of the VCT regulations to a minimal level.
The Company has considerable financial resources at the period end and holds a diversified portfolio of investments. As a result, the Directors believe that the Company is well placed to manage its business risks successfully despite the current uncertain economic outlook.
The Directors have concluded that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.
The Directors confirm that, to the best of their knowledge, the half-yearly financial statements have been prepared in accordance with the “Statement: Half-Yearly Financial Reports” issued by the UK Accounting Standards Board as well as in accordance with FRS 104 Interim Financial Reporting and the half-yearly financial report includes a fair review of the information required by: DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the current financial year and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the year; and DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period, and any changes in the related party transactions described in the last annual report that could do so. The unaudited financial statements set out herein do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006 and have not been delivered to the Registrar of Companies. The figures for the period ended 31 March 2018 have been extracted from the financial statements for that period, which have been delivered to the Registrar of Companies; the Auditor’s report on those financial statements was unqualified. Copies of the unaudited half-yearly results will be sent to Shareholders shortly. Further copies can be obtained from the Company’s registered office or downloaded from www.elderstreet.com and www.downing.co.uk.