IBIS Media VCT 1 plc Annual Report & Financial Statements · IBIS’ investment. Since IBIS’ year-end, the Company has written down its equity value in Futurelex from £150,000

IBIS Media VCT 1 plcAnnual Report & Financial Statementsfor the year ended 31 January 2014

Incorporated in England and Waleswith registration number 5660269

Financial Summary & Investment Policy 1

Chairman’s Statement 2

The Board, Investment Committee & Investment Adviser 4

Investment Adviser’s Review 6

Investment Portfolio 15

Venture Capital Investments 16

Strategic Report 18

Directors’ Report 21

Directors’ Remuneration Report 24

Statement of Corporate Governance 28

Statement of Directors’ Responsibilities 32

Report of the Independent Auditor 33

Income Statement 35

Balance Sheet 36

Cash Flow Statement 37

Reconciliation of Movements in Shareholders’ Funds 38

Notes to the Financial Statements 39

Notice of Annual General Meeting 49

Form of Proxy 51

Corporate Information

Contents

Year ended 31 January 2014 2013

Net assets £6,013,888 £5,918,319Net asset value per share 57.11p 56.80pInvestment income £165,327 £128,033

Return on ordinary activities before tax- Revenue £(159,664) £(22,365)- Capital £369,782 £(1,690,683)- Total £210,118 £(1,713,048)

Return per share- Revenue (1.52)p (0.22)p- Capital 3.53p (16.61)p- Total 2.01p (16.83)p

Dividend per share declared in respect of the year- Revenue Nil Nil- Capital Nil 1.5p- Total Nil 1.5p

Share price at end of year £0.20 £0.55

Financial Summary

IBIS Media VCT 1 plc 1

The objective of IBIS Media VCT 1 plc(“IBIS” or the “Company”) is to makeinvestments in unquoted companieswithin the media sector that have thepotential to grow and to achieve capitalappreciation on a subsequent exit.

Whilst the Company’s directors(“Directors”) and the Company’sinvestment committee (“InvestmentCommittee”) are primarily targetinginvestments in privately ownedcompanies, suitable opportunities toacquire VCT qualifying investments in

smaller AIM and ISDX-quoted stockswill also be considered where there ispotential to achieve the level of returntargeted by the Company’s board ofdirectors (“Board”). It is also theintention of the Directors to build abalanced portfolio with interests in amixture of cyclical and non-cyclicallyexposed media companies operatingboth in mature and high growth areasof the market. IBIS is, however, unlikelyto invest in all media sub-sectors asfactors such as growth prospects, the

competitive environment and valuationsmay mean that the prospectiveinvestment performance of certain of those sub-sectors would be unlikelyto provide satisfactory rates of return.

Investments in business start-ups will generally be avoided unless themanagement team has a strong profilein the media sector and a track recordof value creation for shareholders.

IBIS Private Equity Partners LLP is the Company’s investment adviser(“Investment Adviser”).

Investment Policy

Company Overview

I am pleased to report that a number of investee companies within the IBISportfolio made significant progressduring the year under review. Theperformance of Steel River Media, theholding company for Contagious, andGinx TV, continues to improve while the outlook for Get Me Media remainspositive. These three investeecompanies account for 83% of thecurrent portfolio net asset value andhave the potential to add significantvalue to IBIS shareholders in the mid-term. Meanwhile, management at Freshwater, Masher and Futurelexcommenced formal sale processesduring the year.

During the twelve month period,Contagious won a number of contractswith leading global brands andsuccessfully launched a new digitalplatform, providing the company withan opportunity to increase serviceoffering and price to clients. Morerecently, Contagious announced plansto extend its presence beyond the UKand US markets through joint venturesin Brazil and Singapore. Ginx TVdoubled its revenues over the periodand increased its viewership reachfrom 3 million to 27 million householdsas a result of the launch of its 24/7video gaming channel on Virgin Media in the UK and the successfulacquisition of a pan-European thematictelevision channel. Get Me Mediaincreased its top line revenue by 17% but trading fell short ofexpectations in the second half of theyear. Nevertheless, the company hasbeen trading profitably year-to-date2014 and we remain confident that GetMe Media can now deliver on itsbusiness plan to accelerate growth.

With respect to the other investeecompanies in the IBIS portfolio,Freshwater restored its profits to pre-

recession levels, generating its firstpositive earnings per share since2008/09, and the company shouldbenefit from the improving economicsituation. Over the course of 2013,Masher Technologies was engaged inextensive discussions to sell thebusiness to a NASDAQ-listed UStechnology company. Although theoutcome of these discussions did notresult in a trade sale, Masher’s user-engagement has increased tenfoldsince the launch of an improvedwebsite in July 2013 and the companyis in a stronger position to market thebusiness for sale. In Q4 2013, Futurelexsigned Heads of Terms for a significantreverse acquisition. Discussions withnew financial sponsors are ongoingand it remains too early to determinethe outcome for IBIS and otherFuturelex shareholders.

For a sixth consecutive year, IBIS paid a 1.5p dividend per share toshareholders, bringing total dividendspaid to date to 9.0p per share.

The key features of the Company’syear included:

> An increase in the net asset valueper share from 56.80p at the end of 2012/13 to 57.11p at 2013/14year-end

> Payment of a dividend of 1.5p pershare, bringing total dividends paid to date to 9.0p

> Cumulative increase in the carryingvalue of Contagious, Ginx TV, andFreshwater by £577,735

> Total increase of £455,859 in the fair value of the Company’s venturecapital investments, representing an unrealised capital gain of 4.3pper share

> Launch of a Private Placement,targeting a fundraising of up to£650,000 to provide continuing

support to investee companies as they prepare for exit

Financial Performance

The Board, in consideration of theCompany’s performance and takingaccount of the comparatively long-termnature of the Company’s investments,pays particular attention to the netasset value total return per shareperformance against the FTSE All-Share Media Index (which theInvestment Adviser considers to be the most appropriate broad equitymarket index for comparativepurposes) and the total expense ratio.

The Company’s return attributable to its shareholders was £210,118. Thiscomprised a revenue return of£(159,664) and a capital return of£369,782, the latter being made up of a realised loss of £(86,077) – theelement of the Investment Adviser’s feeallocated to capital – and an unrealisedcapital gain of £455,859 due to andecrease in the fair value of Futurelexset off against a larger increase in thefair value of Contagious, Ginx TV andFreshwater.

The Company’s net assets increasedby £95,569. This increase comprised anet gain of £43,415 arising from severalshare allotments and share buybacks,a total return for the year of £210,118and a total dividend payment of£(157,964). The dividend that was paid in the year was a final dividend inrespect of the year ending 31 January2013 of 1.5p per share, bringing thetotal cumulative dividends paid pershare to 9.0p. Therefore, the net assetvalue per share increased by 0.31p, an increase of 0.5% and the net assetvalue total return per share increasedfrom 64.30p to 66.11p, an increase of 2.8%.

Chairman’s Statement

2 IBIS Media VCT 1 plc

In the year ending 31 January 2014, theFTSE All-Share Media Index increasedby 20.5%. A graph comparing theCompany’s net asset value total returnper share and share price total returnper share against the total return from a notional investment of 100p in theFTSE All-Share Media Index from thedate of the Company’s launch to 31January 2014 is given on page 27.

The Company’s total expense ratio forthe year under review was 6.94%, whichtakes into consideration £190,805 ofaccrued loan interest from Futurelexthat was written off as part of therestructuring of IBIS’ investment and is thereby accounted for as anexceptional cost to the company.Excluding this exceptional cost, theCompany’s total expense ratio was3.7%, reflecting the Company’s successin reducing its annual expenses.

Dividends

During the year, the Company paid adividend of 1.5p per share which wasthe final dividend in respect of the yearended 31 January 2013. This was thesixth consecutive year that a 1.5pdividend has been paid. The Boarddoes not propose that the Companypays a dividend for the year ending 31January 2014, as it believes that at thisstage of the Company's developmentthe payment of future dividends shouldbe more directly linked to the proceedsof realisations from the remainingportfolio companies. This is likely tolead to a future flow of dividends that is more irregular both with regards to timing and to size.

Investment Performance

No new or follow-on investments in IBISportfolio companies were made during

the year and no investments weredirectly realised. The carrying value of the Company’s venture capitalinvestments increased by £455,859,taking the fair value of the portfolio to£5,699,122 as at 31 January 2014.Investee companies where weincreased the carrying value of ourinvestments were Contagious, Ginx TVand Freshwater. Between them, thesethree companies generated anincrease in fair value of £577,735 overthe period. This was partially offset by a reduction in the carrying value of ourinvestment in Futurelex by £121,876.A full report of the performance of theCompany’s investments is given in theInvestment Adviser’s Review.

The Company’s cash, pending itsinvestment in qualifying venture capitalholdings, was invested in a number ofliquid funds with the emphasis oncapital preservation.

Corporate Activity

During the year, the Companylaunched a Private Placement,targeting a fundraising of up to£650,000 to provide continuing support to existing portfolio companies as they prepare for exit.

Outlook

There have been some notabledevelopments to report at all investeecompanies during the twelve monthsunder review. The portfolio has nowdivided between those investeecompanies where management isactively working to realise shareholdervalue in the short-term and those thatcan be developed further so as tomaximise their value in the mid-term.

Contagious and Ginx TV continue toimprove with each year that passes,

while the outlook for Get Me Mediaremains positive. The Company’sInvestment Adviser will continue towork closely with each to acceleratetheir growth. We are pleased to seethat Freshwater has returned toprofitability following the difficult yearsof recession and the outlook now looks more positive with the improvingeconomic situation. We wereencouraged by the preliminaryacquisition interest in Masher in 2013and the company is now in a strongerposition in terms of product and user-engagement as it looks to exit.Futurelex appears to be makingprogress towards a potential exit event,although it is too early to determine if there will be a positive outcome forIBIS’ investment. Since IBIS’ year-end,the Company has written down itsequity value in Futurelex from £150,000to zero, although it has maintained the value of its remaining £50,000 loannote at face value until the outcome of any transaction for Futurelex or itsassets is known.

The Board is grateful for the support of the Company’s shareholders andwould encourage them (or theiradvisers) to contact the companysecretary on 0131 243 7210 with anyquestions they may have about eitherthe Company or their shareholdings in it. The Investment Adviser alsomaintains a website for the Companywhich may be accessed atwww.ibismediavct.com.

Sir Robin MillerChairman

27 May 2014


The Board

Sir Robin Millerindependent non-executive chairman

Robin Miller is a non-executive directorof The Racing Post and Time OutGroup, chairman of IBIS Media VCT 1plc, Edge Performance VCT plc, CrashMedia Group and Butler Tanner &Dennis, and a trustee of the GolfFoundation and Riders for Health.Robin was formerly chief executive(1985-98 and 2001-03) and chairman(1998-2001) of Emap plc, a leadinginternational media group in consumerand trade publishing, commercial radioand music TV channels and events.

In 2003, Robin became senior mediaadviser to HgCapital, and was involvedin the successful disposal of Boosey &Hawkes and Clarion Events Limited. Hehas also been non-executive director of Channel Four Television (1999-2006),and was chairman of their NewBusiness Board, was non-executivechairman of the HMV Group (2004-2005), senior non-executive director at Mecom Group plc (2005-2009),chairman of Entertainment Rights plc (2008-2009) and Setanta Sports in 2009.

Peter Englishindependent non-executive director

Peter English co-founded VCF LLP,which now trades as Foresight Group,in 1985. Foresight Group has managedor advised Fleming Ventures Limitedand a number of venture capital trustsincluding Foresight VCT plc, TriVestVCT plc, Foresight 2 VCT plc, Foresight3 VCT plc (formerly Advent VCT plc)and Foresight 4 VCT plc (formerlyAdvent VCT 2 plc).

Lucy Macdonaldindependent non-executive director

Lucy joined Allianz Global Investors inOctober 2001. She heads the GlobalEquity Fund Management team, whichis responsible for global mandatesfrom clients around the world withcurrently over $8bn of assets undermanagement. She was instrumental in launching the Global High Alphaproduct five years ago, nowrepresenting over $6bn of global equityassets, which she now manages. Retailfunds following this strategy include theDIT-Interglobal retail fund (S&P AArated since December 2007) and theAGIF Allianz RCM Global Equity Fund(also S&P AA rated). Prior to AllianzGlobal Investors, Lucy spent 16 years,latterly as a Director and SeniorPortfolio Manager, at Baring AssetManagement managing High Alpha UKand global funds. Lucy graduated fromBristol University in 1984, and is anAssociate of the Society of InvestmentProfessionals (ASIP). She was madeManaging Director of Alliance GlobalInvestors in December 2007 and sitson the London Executive Committee.

Peter Williams independent non-executive director

Peter Williams retired in March 2011from the position of Finance Director ofDaily Mail & General Trust (“DMGT”)that he had held since 1991. DMGT isa leading UK-based media companywith a market capitalisation ofapproximately £1.6 billion. He is seniorindependent director of Perform Groupplc, a leading digital sports mediacompany.

Simon Jamiesonindependent non-executive director

Simon Jamieson was a director ofFF&P Asset Management Limited for28 years until the end of 2013 when heretired from full time employment andnow acts as a consultant. He was alsoa member of FF&P Partners AssetManagement Limited’s investmentcommittee and of FF&P Private EquityLimited’s investment committee. Simonwas the fund manager of FF&P SpecialSituations 1 LLP, which has investedsome £17 million in a portfolio of Britishand American businesses since 2001.He also managed FF&P Venture FundsI, II, III, IV and V which target bothglobal equity funds and directinvestments.

Simon is currently Chairman of theInvestment Committee of a US basedfamily office and also Chairs theInvestment Committee of an Africanfocused Investment Specialist, TIA Invest.

The Board, Investment Committee & Investment Adviser


David Forsternon-independent non-executivedirector

Between 1986 and 2003, David Forsterworked as an equity analyst coveringthe media sector for firms includingKleinwort Benson, Merrill Lynch andlatterly Citigroup. Between 1996 and2003, whilst he was at Citigroup, hebecame a managing director takingover responsibility for the global equitymedia research product in 2001. In2003 he left and established IBISCapital in conjunction with CharlesMcIntyre.

Charles McIntyrenon-independent non-executivedirector

Charles McIntyre began his career with Apax Partners, which today is one of Europe’s largest private equityinvestors. In 1999, together with othersenior managers, Charles spun off the investment banking arm of ApaxPartners to form Altium Capital whichwas developed into a pan-Europeaninvestment bank. At Altium Capital, he headed up the European mediainvestment banking team andoriginated deal flow in the small to mid-sized sector of the market.

The Investment Committee

There are seven members of theInvestment Committee comprising all the Company’s directors.

Investment decisions are taken by theInvestment Committee. A minimum oftwo Directors must be in attendance at each meeting of the InvestmentCommittee and each investment mustbe approved by at least two Directorswith no member of the InvestmentCommittee voting against. DavidForster and Charles McIntyre have novote on the Investment Committee butcan participate in its discussions.

The Investment Adviser

IBIS Private Equity Partners LLP actsas the Investment Adviser to IBIS. IBIS Private Equity Partners LLP is an authorised representative of IBISCapital Limited, a company regulatedby the Financial Conduct Authority.


Overview

> Year-end NAV per share of 57.11p,compared to 56.80p at the end of2012/13, reflecting positive andnegative adjustments to thecarrying value of investeecompanies, the payment of the1.5p dividend and ongoing costs

> Launch of a Private Placement,targeting a fundraising of up to£650,000 from new subscriptionsto provide continuing support toexisting portfolio companies asthey prepare for exit

> Cumulative increase in theCompany’s fair value ofContagious, Ginx TV andFreshwater by £577,735 over the financial year

> Outlook for Contagious, Ginx TVand Get Me Media (collectively83% of the current portfolio NAV)continues to improve, with recordrevenue reported by each of thecompanies and further positivetrading year-to-date in 2014

> Management at Freshwater,Masher and Futurelex commenceda formal sale process during theyear under review

The Company’s Investment Adviser,IBIS Private Equity Partners LLP, hasbeen working closely with investee companies at theoperational and corporate level toaccelerate their growth and identifypossible exits. We are pleased toreport that a number of investeecompanies made significant progressduring the year under review, while theportfolio has divided between those

investee companies that have short-term exit prospects and those thathave potential to add significant valueto IBIS shareholders in the mid-term.

The outlook for Contagious and GinxTV is particularly encouraging, whilethat of Get Me Media remains positive.During the period under review,Contagious won a number of contractswith leading global brands, such asMondelez and Google, successfullylaunched a new digital platform and is now poised for rapid internationalexpansion with launches in Brazil andSingapore scheduled in the currentyear. Ginx TV more than doubled its revenues over the period andincreased its viewership reach from 3 million to 27 million households byentering the UK market with the launchof its 24/7 video gaming channel onVirgin Media and completing theacquisition of a pan-Europeanthematic television channel. Revenueat Get Me Media was up 17% year-on-year, although poor trading over thesummer period and year-end meantthat the company fell short ofexpectations. In response thecompany has reduced its operatingoverhead while increasing newbusiness and renewal prices so thatthe company is trading profitably year-to-date in 2014. These three investeecompanies account for 83% of thecurrent portfolio net asset value. TheInvestment Adviser will continue towork closely with each towardsmaximising value for IBIS shareholdersin the mid-term.

There have been a number ofdevelopments to report at the otherthree investee companies, Freshwater,

Masher and Futurelex (excluding RivaDigital Media which is held at nilvalue), all of which commenced aformal sale process during the yearunder review. Freshwater restored its profits to pre-recession levels,generating its first positive earningsper share since 2008/09. The companyshould benefit from the improvingeconomic situation and the outlook forthe business looks encouraging nowthat it has diversified its revenue mix,reduced overheads and strengthenedits balance sheet. Over the course of 2013, Masher was engaged inextensive discussions to sell thebusiness to a NASDAQ-listed UStechnology company. Although theoutcome of these discussions did notresult in a trade sale, Masher launchedan improved website in July 2013,which resulted in an immediate tenfoldincrease in the number of videos beingcreated daily. In Q4 2013, Futurelexsigned Heads of Terms for a significantreverse acquisition, althoughdiscussions with new financialsponsors are ongoing and it remainstoo early to determine the outcome forIBIS and other Futurelex shareholdersat the time of writing.

In the twelve months to 31 January2014, IBIS made a number ofadjustments, both up and down, in thecarrying value of its investments. Thetable below summarises the changesin fair value as compared to theprevious year, including and excludingthe impact of new investment by IBIS.


Investment Adviser’s Review

Change in Fair Change in Value betweenFair Value 31 Jan 2013 and Percentage

between 31 Jan New 31 Jan 2014 Change2013 and Investment (excluding new (excluding new

31 Jan 2014 in Period investment) investment)

Steel River Media (Contagious) £250,063 £0 £250,063 +14%Ginx TV £278,188 £0 £278,188 +20%Get Me Media £0 £0 £0 0%Masher £0 £0 £0 0%Freshwater £49,484 £0 £49,484 +15%Futurelex* -£121,876 £0 -£121,876 -38%Riva Digital Media £0 £0 £0 0%

Total £455,859 £0 £455,859 +9%

*Since the year-end, IBIS has written down its equity value in Futurelex from £150,000 to zero, although it has maintained thevalue of its remaining £50,000 loan note at face value until the outcome of any transaction for Futurelex or its assets is known.


As the above table illustrates, we haveseen an increase in the overall value ofthe IBIS investment portfolio, which ona like for like basis has increased byapproximately 9% in the 12 monthperiod.

Investee companies where weincreased the carrying value of ourinvestments were Steel River Media,the holding company for Contagious,Ginx TV and Freshwater. Between

them, these three companiesgenerated an increase in fair value of£577,735 over the period. The increasein fair value of Contagious andFreshwater is based on a discountedcash flow and read-across valuationsfrom transactions and public tradinginvolving comparable companies. The upward revision in the carryingvalue of Ginx TV is based on third partyinvestment in the company via a rightsissue in relation to a significant

acquisition opportunity, raising equity ata 25% premium to the price per shareof its last fundraising.

We reduced the carrying value of our investment in Futurelex at theCompany’s half-year due to arestructuring of IBIS’ debt in order tosupport the company’s fundraisingefforts. The net result of therestructuring has seen the value ofIBIS’ investment in Futurelex decreaseby £121,876 (-38%) and a further£190,805 in accrued loan note interestwritten off (which is accounted forseparately in the calculation of theCompany’s net asset value.)

We maintained the carrying value of ourinvestment in Get Me Media, Masherand Riva Digital Media, the latter ofwhich continues to be held at nil value.

The IBIS Media VCT has a portfolio ofinvestee companies with a strongdigital focus spanning MarketingServices, Business Information andContent/IP media sub-sectors, asillustrated in the above chart.

During the year, the Companylaunched a Private Placement, withpotential to raising up to £650,000 toprovide continuing support to existingportfolio companies as they prepare for exit.

0.0

0.5

1.0

1.5

2.0

2.5

3.0

£m

Content/IPBusiness InformationMarketing ServicesPublishing

IBIS Media VCT 1 plc:Media Sub-Sector by Net Asset Value as at 31 January 2014

Portfolio Review


The portfolio of IBIS Media VCT 1 plccomprises investments in Steel RiverMedia, the holding company forContagious, Ginx TV, Get Me Media,Masher Technologies, Freshwater,Futurelex and Riva Digital Media.

The following is a review of the currentportfolio.

Steel River Media(being the holding company ofContagious)

Date of initial investment:12 January 2010

Investment to date:£850,000 ordinary shares

Valuation as at 31 January 2013:£1,842,683

Investment in period:£0


Change in valuation:year-on-year +£250,063, +14%

Investment Overview

Contagious, which was launched in2004, is a respected global intelligenceresource reporting on innovativemarketing techniques and the impactof emerging technologies on brands.Contagious’ clients include some of theworld’s leading advertisers such asGoogle, Heineken, Kraft and LouisVuitton as well as a range ofadvertising agencies including Draftfcb,Havas, JWT and McCann Worldgroup.

Contagious’ offering includes amagazine, app, consultancy and onlineinformation resources, covering topicssuch as: branded content, mobilemarketing, social networking, user-generated content, video games andemerging technologies. Contagious

complements its core offering with abespoke online intelligence resourceand alerts service for advertisers andagencies. Separately, Contagious alsoprovides interactive workshops andbriefings on developments in the widercommunications sector.

The overall proposition of the businessis to identify ideas, insight andinnovation behind the world’s mostrevolutionary marketing strategies.

Investment Thesis

Digital media has had a major impacton the way that brands cancommunicate to their end customers.As the market has changed it hasbecome increasingly important forbrand owners to be aware of newmarketing techniques as they emergeas well as understanding theassociated technologies. Contagiousseeks to address this market byproviding an authoritative intelligencesource for this information.

At the time of the investment by IBIS,Contagious was a profitable companywith a management team that hadsuccessfully established Contagious’position in the market. The companybenefits from an attractive businessmodel which is largely based on annualsubscriptions for its various businessintelligence services.

Recent Updates

The company’s most recent auditedfinancial statements for the financialyear ending 31 December 2012reported £3.29m in turnover, Earningsbefore Interest, Tax, Depreciation andAmortisation (EBITDA) of £0.56m and aprofit on ordinary activities beforetaxation of £0.41m. The companyended FY2013 with turnover of £3.29m,which was flat on the previous year,

and EBITDA of £0.32m, down 47%year-on-year (unaudited).

During the period under review,Contagious undertook a majorredevelopment of its technology inorder to streamline its suite of digitalservices to clients. The focus on thismajor strategic initiative resulted in apause in sales growth and increasedcosts over the previous financial year.However, the successful launch of thenew content delivery platform in Q42013 now provides Contagious with amore comprehensive offering for newbusiness and the opportunity toincrease both service offering and price to existing clients.

During the year, Contagious won anumber of contracts with major globalbrands, including consultancy projectswith Mondelez and Google. Thecompany held simultaneous “MostContagious” live events in London andNew York in December 2013, whichwere both well received by themarketing community and financiallyprofitable for the company.

As a result of a successful launch intothe US through its New York office in2012, the company is pursuing jointventures with local partners in otherinternational locations. At the time ofwriting, Contagious has signed asignificant joint venture in Brazil andexpects to launch in Singapore in thecurrent year to serve as a point of entryinto the South American and Asianmarkets respectively.

In terms of the outlook for Contagious,the company’s management expectsits new digital offering and expansioninto overseas markets to provide acatalyst for revenue and profit growthfrom FY2014.

IBIS’ valuation has increased by£250,063 (+14%) over the twelvemonth reporting period to reflect

Investment Adviser’s Review (continued)


discounted cash flow and read-acrossvaluations from transactions andpublic trading involving comparablecompanies. During the year, IBISreceived the first tranche of a £52,000dividend payment from Contagiousand will receive the balance paymentin May 2014.

Ginx TV

Date of initial investment:24 August 2010

Investment to date:£985,000 ordinary shares and loannotes


Investment in Period:£0



Investment Overview

Ginx TV produces a 24/7 video gamesTV channel as well as individual reviewand insight programmes on the latest in video games. Ginx programming isavailable on TV and online and the TVshows are targeted at internationalaudiences in English language andlocalised versions. Ginx TV is now airedin over 50 territories and in more than10 languages.

Investment Thesis

The global video games industry isworth over $65 billion a year; is 2xlarger than music (at $32 billion) andforecast to be $91 billion by 20151.Video gaming is growing faster thanother entertainment sectors. Ginx

provides video games publishers withan effective means of marketing to agrowing number of video gamers;traditionally a difficult audience to reach.

Ginx TV has an attractive scalableplatform from which Ginx TV channelscan be delivered to cable, satellite andTV broadcasters all over the world. GinxTV is the first 24/7 channel dedicated to the video games sector and isexpected to benefit from the size andgrowth of the market. The company’sprincipal revenue stream is from thesale of Ginx TV programming to localdistributors in multiple internationalterritories.

IBIS is backing an experienced team:the Chairman of Ginx TV is PeterEinstein, who was formerly President ofMTV Networks Europe and ShowtimeArabia and the CEO is Michiel Bakker,who was previously Executive VicePresident and Managing Director ofMTV Networks UK and Nordic.

Recent Updates

The company’s most recent auditedfinancial statements for the financialyear ending 31 December 2012reported £0.54m in turnover and a losson ordinary activities before taxation of£1.12m. Over the course of FY2013,Ginx grew its monthly channel salesrevenue by 212% from £48,420 to£102,484 and ended the year withturnover up over 150% to £1.40m, while reducing its operating loss to£0.22m (unaudited).

In June 2013, Ginx launched a free-to-air 24/7 channel on Virgin Media,thereby doubling its viewership reach toapproximately 7 million homes. Thecompany’s first UK platform channellaunch has provided a boost to Ginx’sinternational credibility, improvedrelationships with video game

publishers and laid the foundations foran international advertising sales effort.

In July 2013, Ginx launched a rightsissue targeting a £750,000 equityfundraising in order to acquire ThePoker Channel, a pan-Europeanthematic television channel introducedto the company by IBIS’ InvestmentAdviser. The principal purpose of theacquisition, which completed inSeptember 2013, was to switch theacquired channel feed to Ginx’s 24/7video gaming channel, providing Ginxwith viewership reach of up to 20 millionincremental European homes. Post-acquisition, Ginx now operates a free-to-air model in France and the UKmonetised through advertising, whileaiming to convert the remainingplatforms that carry the Ginx channel to the company’s paid-for subscriptionmodel. Pleasingly, by 2013 year-endGinx had already signed channel dealswith five platforms introduced via theacquisition, which collectively willrecoup 50% of the deal acquisition costunder minimum revenue guarantees.

Ginx TV expects to reach operatingbreak even in the first half of FY2014,while the acquisition provides anexciting opportunity for the company’sfurther development in Europe. Ginx isnow available in 27 million householdsglobally and the company’smanagement expects to make inroadsinto major new territories in 2014,including Central and South Americaand Russia/former CIS region.

The rights issue in July 2013 raisedequity at a 25% premium to the priceper share of Ginx TV’s last fundraisingthat took place in October 2012. As aresult, the fair value of IBIS’ investmentin Ginx TV has increased by £278,189(+20%) over the twelve month reporting period.

1 GIA Video Games: A Global Strategic Business Report 2001 – 2015



Get Me Media

Date of initial investment:22 January 2007

Investment to date:£806,442 ordinary shares andunsecured loan notes

Valuation as at 31 January 2013:£999,938



Change in valuation:year-on-year £0, 0%

Investment Overview

Get Me Media, which trades asGetmemedia.com, is an onlinedirectory of marketing and mediaspend ideas. The company helpsmarketers and their agencies findrelevant and up-to-date marketingopportunities for their brands. Thecompany serves two needs: 1) formedia owners, it gives them a shopwindow to promote their inventory ofmedia opportunities to advertisers and their agencies, from whom themedia owners hope to attract a shareof marketing spend; and 2) foradvertisers and their agencies, it gives them an easily navigable andsearchable database of alternativemedia and ideas for their marketingcampaigns.

Investment Thesis

The Get Me Media business modelhas been to disrupt the traditionalmarket for media spend by allowinggreater transparency and providingmedia owners and advertisers theopportunity to transact directly. Thebusiness was set up by Pete Davis,who had nine years of marketingexperience at Nestlé UK prior tolaunching Get Me Media. Theinvestment thesis was to back a strongmanagement team in the developmentof a new digital platform which wouldallow market participants to trade moreefficiently and with better knowledge ofthe available marketing opportunities.

Recent Developments

The company’s last statutory accountsfor the year ending 31 December 2012 reported £0.52m in turnover and a pre-tax loss of £0.22m. Over the 12 months to 31 December 2013,the company increased turnover to£0.61m but ended FY2013 with anincreased EBITDA loss of £0.39m(unaudited).

Get Me Media had an excellent start to FY2013 with some major client wins, including bespoke trainingprogrammes for Diageo, Homebaseand Co-Op and marketing packagesfor eBay, Yahoo!, Guardian MediaGroup, News International and MirrorGroup, amongst others. However,although the company’s turnover in thefirst six months was up 50% year-on-

year, Get Me Media suffered from poortrading over the summer period and aparticularly disappointing December asprospective customers delayed buyingdecisions into the new financial year.Although FY2013 revenue was up 17%year-on-year, the increase in revenuewas more than offset by higher staffcosts and the company ended theyear materially behind budget.

FY2014 year-to-date trading has been pleasing, with turnover ahead ofbudget and last year respectively on asignificantly reduced cost base. MediaOwner subscriptions minimum pricinghas increased by 67%, from £1,500 inFY2013 to £2,500 in the current year.Pleasingly, big brand clients such asHomebase, Royal Mail and Argos haverenewed their annual contracts at 50%price increases. Get Me Media’sBriefing Service, through which thecompany receives a commission onthe value of an agency or client brief it “matches” with media owners, isgaining momentum. After freezingagency subscriptions in an anticipatedtrade-off for a higher volume of briefslast year, Get Me Media has revertedto an annual subscription pricingmodel for agencies, while buildingdirect relationships with mediaplanners within agencies to drive briefusage via the website. The company is now trading EBITDA break even on a monthly basis.

IBIS’ valuation at the year-year isunchanged over the twelve monthreporting period.


Masher

Date of initial investment:14 July 2008

Investment to date:£564,333 ordinary shares, preferredordinary shares and loan notes





Investment Overview

Masher produces an online videoediting and messaging tool designedto be used in conjunction with onlinesocial networking communities; it is aB2C widget and application with simple and intuitive drag and dropfunctionality. Masher is a spin-off fromBBC Worldwide. Through a contentlicensing agreement with the BBC, itoffers its users access to a catalogueof video and audio content.

Investment Thesis

Online social media has been one ofthe fastest growing sectors of mediawithin the last few years. Masherprovides an application for online socialmedia that seeks to enhance video

messaging and communication. Theability to mix user generated content(UGC) and high quality video contentfrom BBC Worldwide’s digital archiveprovides an exciting and differentiatedproduct for users.

Revenues to date have been generatedby providing Masher as a white labelapplication to brands and mediaowners seeking to use online socialmedia as part of their marketingcampaigns. As Masher’s audiencebuilds, the intention is to generateadvertising income from the onlinetraffic using the application as well asby charging for premium content andservices to consumers.

Recent Developments

As part of a strategy to improve theMasher product offering prior to apotential trade sale, MasherTechnologies launched an improvedwebsite with a more simplified videocreation process in July 2013. Theseimprovements resulted in an immediatetenfold increase in the number ofvideos being created daily. Today,Masher attracts 50,000 visitors permonth and signs up 2,100 new usersper week with no paid-for marketing.Over 10,000 videos are now beingcreated each month, of which 50% are shared online (and which carryMasher branding.)

Over the course of 2013, Masher wasengaged in extensive discussions to

sell the business to a NASDAQ-listedUS technology company. Although theoutcome of these discussions did notresult in a trade sale, Masher’s accessto BBC content combined with itsproprietary video editing application are still seen as valuable assets in an environment where there is anincreasing use of video content inonline social media. To that end, IBIS’Investment Adviser has been workingwith the company’s management andother Masher shareholders to identifystrategic partners for the business’ next stage of growth.

Masher Technologies’ most recentfinancial statements for its financialyear ending 30 June 2013 reported£3,766 in turnover and a loss onordinary activities before taxation of£240,632. Masher is currentlygenerating revenue from displayadvertising that is sufficient to cover the cost of hosting the website (nowthe company’s principal operatingoverhead.) At the time of writing, thecompany’s management is pursuingpossible investment from third parties,the proceeds from which would beused to validate alternative revenuestreams, such as subscriptions forpremium content, as part of thecompany’s ongoing efforts to maximise value at a trade sale.

IBIS’ valuation at the year-end isunchanged over the twelve monthreporting period.


Freshwater

Date of initial investment:18 July 2007

Investment to date:£864,499 ordinary shares





Investment Overview

Freshwater UK is a former AIM-listedpublic relations led marketing groupwith teams operating in the UK andIreland across five specialisms. Thecompany has four support divisionsoffering: marketing, graphic design and media buying, conferences,training and coaching, and, interactiveand online media.

Investment Thesis

The aim of Freshwater has been to build a network of regional PRagencies largely through acquisitionand to integrate the businesses underone brand. The company has

completed 13 acquisitions since 2004and has built up expertise in a numberof specialty areas. Freshwater has anabundance of selling opportunities dueto its diverse roster of clients acrossthe UK and presence in a wide rangeof economic sectors.

Recent Developments

Freshwater’s latest audited financialstatements for the company’s financialyear ending 31 August 2013 reportedturnover of £3.98m, revenue of £3.14mand a profit before income tax of£0.12m. Due to the closure ofunprofitable offices and the end to acontract with National Grid, revenuewas down 11% year-on-year.Nevertheless, Freshwater restoredprofits to pre-recession levels andgenerated earnings per share of 0.97p – a positive figure for the first time since 2008/09.

The group provided services to 207clients in FY2013, with the largestrepresenting 14% of the company’srevenue. Despite a reduction in overallrevenue, trading held up well or grew in most key areas and sectors, withnotable increases coming fromhealthcare (+73%), conferences(+47%) and professional services(+57%). Indeed, revenue per employeewas at its highest level since 2006/07.

Freshwater’s management continuedits efforts to achieve operatingefficiencies and strengthen thecompany’s balance sheet over thefinancial year. Administrative expensesdecreased from £3.46m to £2.99m inFY2013 and are now down to £2.70mannualised. Net debt and acquisitionearn-out liabilities have decreased froma high of £1.37m to £0.32m over thepast three years, while net currentliabilities have reduced by 64% over the financial year.

Following the difficult years of therecession and unforeseen challengesof integrating some legacy acquisitions,the outlook for the business now looksmore encouraging. Freshwater shouldbenefit from the improving economicsituation and trading since thecompany’s 31 August financial year-end has been in line with expectations.Freshwater’s Board commenced aformal sale process in the year underreview and continues to reviewstrategic options to realise value forshareholders in the short-term.

IBIS’ valuation has increased by£41,996 (+15%) over the twelve monthreporting period to reflect discountedcash flow and read-across valuationsfrom transactions and public tradinginvolving comparable companies.



Futurelex(formerly known as Polyview)

Date of initial investment:17 November 2008

Investment to date:£950,000 ordinary shares and loannotes




Change in valuation:year-on-year -£121,876, -38%

Investment Overview

Futurelex, which was launched in 2006,provides both online and offlineinformation to the international legalmarket. The group comprises TheGlobal Legal Post, an online legal newsdigest, and the legal lead generationbusiness TakeLegalAdvice.com. Thecompany also organises events andconferences catering to specialistareas within the legal market.

Investment Thesis

Futurelex was launched by twosuccessful entrepreneurs who hadpreviously built up a legal publishingbusiness which was sold to IncisiveMedia in 2005. IBIS backed this teamto establish a B2B publishing businessthat was positioned to take advantageof the changing digital environmentand its impact on the legal market.

Futurelex straddles both online andoffline, with a range of services fromlegal publishing to innovative digitalplatforms that reduce cost andincrease efficiency for marketparticipants.

Recent Developments

In April 2013, Futurelex sold its legaltendering platform, ProcureLaw, toElevate Technologies in the US for amixture of cash and a continuedcarried interest, the proceeds fromwhich have been used for thecompany’s working capital.

The company hosted a “Luxury LawSummit” in May 2013 in partnershipwith the International Herald Tribuneaimed at the legal market for luxurygoods and services. Following thesuccess of the inaugural event held inLondon, Futurelex is now planning aseries of UK and international LuxuryLaw Summits for 2014 and is alsolooking to launch events catering toother specialist areas within the legalmarket in partnership with theInternational Herald Tribune.

While traffic to the company’s legalnews digest website, the Global LegalPost, has been encouraging and hascontinued to grow over the past twelvemonths, Futurelex has faced achallenging legal market in which tomonetise its digital assets.

In Q4 2013, Futurelex signed Heads of Terms for a significant reverseacquisition, although discussions withnew financial sponsors are ongoingand it remains too early to determine

the outcome for IBIS and otherFuturelex shareholders at the time of writing.

Futurelex’s most recent auditedfinancial statements for the financialyear ended 31 December 2012reported £0.27m in turnover and a loss on ordinary activities beforetaxation of (£1.20m). In FY2013,Futurelex increased its revenue by 19% to £0.32m and reduced itsoperating loss to £0.33m. In July 2013, IBIS supported Futurelex in itsfundraising efforts by participating inthe company’s restructuring, wherebyIBIS entered into an agreement to sellpart of its loan notes and convert thebalance debt into equity on the basisthat IBIS shall own 25% of thecompany’s ordinary shares post-newinvestment. The net result of therestructuring saw the value of IBIS’investment in Futurelex decrease by£121,877 (-38%) at the Company’shalf-year and a further £190,805 inaccrued loan note interest written off(which is accounted for separately inthe calculation of the Company’s netasset value.)

Post Year-End Events

Following the year-end, IBIS has writtendown its equity value in Futurelex from £150,000 to zero, although it hasmaintained the value of its remaining£50,000 loan note at face value untilthe outcome of any transaction forFuturelex or its assets is known.



Riva Digital Media

Date of initial investment:03 May 2007

Investment to date:£345,015 ordinary shares and £4,500unsecured loan note

Valuation as at 31 January 2013:£0


Valuation as at 31 January 2014:£0


Investment Overview

Riva Digital Media’s core activity is the design, production and distributionof Epacs. Each Epac is a bundledcollection of premium content which is digitally wrapped in a uniquebranded skin and is downloadable to a customer’s personal computer. Thecomponents of an Epac can includevideo clips, MP3 files, ring tones, digitalwall paper and customised information.

Since launch, Riva Digital Media hasstruggled to establish Epacs as awidely used consumer application for the consumption of mixed digitalmedia. The company’s businessmodel, which required significant web traffic to generate advertisingincome as well as charging forpremium content, has not worked as originally envisaged. In response the management cut costs significantlywhile the business model wasredeveloped.

Investment Thesis

The original investment thesis wasbased on the management’s ability tosecure high quality content, such asexclusive celebrity video downloads,which would then be used to populatean online store for consumers. Thebusiness model suffered due to thelack of premium content and aresulting lower level of users of Epacs.The current plan from the managementteam is to re-position Epacs as a PCversion of mobile applications (“MobileApps”) on phones such as Apple’siPhone. The marketplace for MobileApps has grown enormously over thelast few years and Riva Digital Media isseeking to benefit from this demandspilling over into the PC environmentwhere current Mobile Apps are notdesigned to function.

Recent Developments

It continues to remain difficult to assessthe future prospects of Riva DigitalMedia and, as a consequence, the fairvalue was written down to zero in the2011/12 financial year. Nevertheless,the company has a number of projectsincluded in its development pipelinethat once launched may allow for apositive revision to the fair value of the IBIS investment.


2014 2013% of net % of net

Cost Valuation assets Cost Valuation assets£ £ by value £ £ by value

Venture capital investmentsSteel River Media Limited 850,000 2,092,746 34.80 850,000 1,842,683 31.14Ginx TV Limited 985,000 1,679,883 27.93 985,000 1,401,695 23.68Get Me Media Limited 806,442 999,938 16.63 806,442 999,938 16.89Masher Technologies Limited 564,333 354,587 5.90 564,333 354,587 5.99Freshwater UK plc 864,499 371,968 6.18 864,499 322,484 5.45Futurelex (formerly Polyview Media Limited) 950,000 200,000 3.33 950,000 321,876 5.44Riva Digital Media Limited 349,515 0 0 349,515 0 0Skive Creative Limited 0 0 0 777,240 0 0Heritage House Media Limited 0 0 0 1,614,379 0 0

Total venture capital investments 5,369,789 5,699,122 94.77 7,761,408 5,243,263 88.59

Total fixed asset investments 5,369,789 5,699,122 94.77 7,761,408 5,243,263 88.59

Net current assets 314,766 5.23 675,056 11.41

Net assets 6,013,888 100.00 5,918,319 100.00

Investment Portfolioas at 31 January 2014


Steel River Media Limited

Steel River Media Limited is the holdingcompany for Contagious, a publisherof business information on newmarketing strategies and associatedtechnologies.

The Company’s investment has beenvalued on the basis of discounted cashflow and valuations from transactionsinvolving comparable companies.

VCT Investment

Cost £850,000

Valuation £2,092,746

Equity holding 24.5%

Income accrued to VCT in y/e 31 Jan ‘14 £Nil

Income paid to VCT in y/e 31 Jan ‘14 £Nil

Ginx TV Limited

Ginx TV Limited produces a 24/7 TVchannel focused on the video gamesmarket as well as producing individualTV programmes for internationaldistribution.

The Company’s investment has beenvalued on the basis of the equityelement held at cost and the debtelement held at its repayment value.

VCT Investment

Cost £985,000

Valuation £1,679,883


Income accrued to VCT in y/e 31 Jan ‘14 £52,698


Get Me Media Limited

Get Me Media is a search engine for brands and their agencies to findmarketing, media and sponsorshipsolutions.

The Company’s investment has beenvalued on the basis of third partyinvestment in the company.

VCT Investment

Cost £806,442

Valuation £999,938


Income accrued to VCT in y/e 31 Jan ‘14 £20,988


Masher Technologies Limited

Masher is an online application for the creation of personal videosincluding BBC content.

The Company’s investment has been valued on the basis of third party investment in the company.

VCT Investment

Cost £564,333

Valuation £354,587




Freshwater UK plc

Freshwater is a regional publicrelations led marketing group withteams operating in the UK and Ireland.

The Company’s investment has beenvalued on the basis of discounted cashflow and valuations from transactionsinvolving comparable companies.

VCT Investment

Cost £864,499

Valuation £371,968




Venture Capital Investmentsas at 31 January 2014


Futurelex (formerly Polyview Media Limited)

Futurelex provides a range of print anddigital publications, online services andevents catering to the internationallegal market.

The Company’s investment has beenvalued on the basis of original cost asadjusted by a restructuring and animpairment provision.

VCT Investment

Cost £950,000

Valuation £200,000


Income accrued to VCTin y/e 31 Jan ‘14 £(136,599)


Riva Digital Media Limited

Riva is a digital media agency.

The Company’s investment has beenvalued on the basis of original cost asadjusted by an impairment provision.

VCT Investment

Cost £349,515

Valuation £Nil

Equity holding 9%




This report has been prepared by the Directors in accordance with therequirements of Section 414 of theCompanies Act 2006. The aim of the Strategic Report is to provideshareholders with the ability to assesshow the Directors have performedtheir duty to promote the success of the Company for shareholders’collective benefit.

The Company’s independent auditoris required by law to report onwhether the information given withinthe Strategic Report is consistent withthe financial statements. The auditor’sreport is set out on pages 33 and 34.

Investment strategy

The over-riding objective of theCompany is to make investments inunquoted companies within the mediasector that have the potential to growand to achieve capital appreciation on a subsequent exit.

Investment policy

IBIS invests principally in smallerunquoted companies, although AIMand ISDX-quoted companies are alsoconsidered. The focus is on providingdevelopment capital, second stagefundraisings, pre-IPO fundraisings and acquisition capital to investeecompanies. Investments in businessstart-ups will generally be avoidedunless the management team has a strong profile in the media sector and a track record of value creation for shareholders.

The Directors and the InvestmentCommittee look for the following

characteristics when consideringpotential investments:

> A sustainable business model

> A high quality management team

> A competitive advantage withintheir target markets

> The scope for organic revenue growth

> Profitability or reasonableexpectation of achievingprofitability within a foreseeable timeframe.

Business and principal activities

The Company was launched inFebruary 2006 to invest in privateequity type transactions at the smallerend of the UK media industry.

The Directors do not foresee any majorchanges in the activity undertaken bythe Company in the foreseeable future.

VCT status

The Company was granted provisionalapproval as a venture capital trust byHM Revenue & Customs under section274 of the Income Tax Act 2007. TheDirectors have managed the affairs ofthe Company in compliance with thissection throughout the year underreview and intend to continue to do so.

Risk management

The Board has adopted a riskmanagement programme whereby it continually identifies the principalrisks faced by the Company andreviews both the nature andeffectiveness of the internal controls

adopted to protect the Companyfrom such risks as far as is possible.

The Board believes that the principalrisks to which the Company isexposed are:

Economic risk – events such as adownturn in the media sector or atightening of credit facilities mayadversely affect the Company’sinvestee companies and makesuccessful divestments less likely.

Investment risk – the adoption ofinappropriate investment policies,sourcing too few investmentopportunities of the requiredstandard, and taking investmentdecisions without having undertakensufficiently robust due diligence.

Financial risk – poor financial controls which may lead to themisappropriation of assets orinappropriate financial decisions and breaches of regulations throughdeficient financial reporting.

Regulatory risk – failure to complywith any of the regulations to whichthe Company is subject whichinclude the provisions of theCompanies Act 2006, the UKLAlisting rules, applicable AccountingStandards and HMRC VCTregulations.

Further information about theCompany’s internal controls is given in the Statement of CorporateGovernance on pages 28 to 31. The Board have identified nouncertainties affecting the Company.

Further information on theCompany’s exposure to risk is givenin note 18 of the financial statements.

Strategic Report


Business review

A detailed review of the Company’sdevelopment and performance duringthe year and consideration of its future prospects may be obtained by reference to this Report, theChairman’s Statement (pages 2 to 3)and the Investment Adviser’s Review(pages 6 to 14). Details of the venturecapital investments made by theCompany are given in the InvestmentPortfolio summary (page 15) and theVenture Capital Investments report(pages 16 to 17). A summary of theCompany’s key financial measures is given on page 1.

The Board is responsible toshareholders for the propermanagement of the Company and fordetermining the Company’s investmentpolicy. Investment and divestmentproposals are originated, negotiatedand recommended to the InvestmentCommittee by IBIS Private EquityPartners LLP. Company secretarial andaccountancy services are provided tothe Company by The City Partnership(UK) Limited.

In reviewing the work of the InvestmentCommittee and the Investment Adviser,the Board looks to be satisfied that:

> The Company’s investmentpolicy is being followed

> Each investment or divestmentdecision is subjected to rigorousdue diligence

> Risk is spread by investingacross a sufficiently diverserange of businesses within themedia sector and by maintaininga balance between equity andloan stock exposure

> The portfolio will meet the HMRCVCT conditions

In consideration of the Company’sfinancial performance, the Board,taking account of the comparativelylong term nature of the Company’sinvestments, pays particular attentionto net asset value total return pershare, total expense ratio andperformance against the FTSE All-Share Media Index (which isconsidered to be the most appropriatebroad equity market index forcomparative purposes).

Net asset value total return per share

The net asset value total return pershare comprises the net asset valueplus cumulative dividends paid pershare. Net asset value is calculated atleast quarterly with investments valuedin accordance with the InternationalPrivate Equity and Venture CapitalValuation Guidelines. As at 31 January2014, the Company’s net asset valuetotal return per share was 66.11p.

During the year under review, theCompany’s net assets increased by£95,569. This increase comprised a netamount of £43,415 which was raisedfrom several share allotments, a returnfor the year of £210,118 – an unrealisedcapital gain of £455,859, a realisedcapital loss of £86,077 and a revenueloss of £159,664 – and a total dividendpayment of £157,964. The dividendwhich was paid in the year was a finaldividend in respect of the year ending31 January 2013 of 1.5p per sharebringing the total cumulative dividendpaid per share to 9.0p. Therefore, thenet asset value per share increased by0.31p, an increase of 0.5%, and the net asset value total return per shareincreased from 64.30p to 66.11p, anincrease of 2.81%.

Over the same period, the FTSE All-Share Media Index rose by 20.5%. A graph comparing the Company’sshare price total return, the Company’snet asset value total return per shareand the total return from a notionalinvestment of 100p in the FTSE All-Share Media Index over the period from 5 April 2006 to 31 January 2014 is presented on page 27.

Total expense ratio

The total expense ratio, calculated asthe year’s expenses (as disclosed inthe profit & loss account) divided bythe average net asset value across the year, was 6.94% (2013: 3.7%), thistakes into consideration £190,805 ofaccrued loan interest from Futurelex,that was written off as part of therestructuring of IBIS’ investment and is thereby accounted for as anexceptional cost to the company.Excluding this exceptional cost, theCompany’s total expense ratio was3.7% (2013;3.7%), although this ratio is higher than that achieved by manyother venture capital trusts, the Boardis satisfied with the ratio, given that the Company’s net asset value issignificantly lower than that of many of its peers.

Under the terms of the InvestmentAdviser agreement, the running costsof the Company (excluding theInvestment Adviser’s performancerelated incentive fee, irrecoverableVAT, trail commission and costs ofany significant corporate activity) arerestricted to a maximum of 3.5% ofthe average value of the Company’snet assets. Any excess will be paid bythe Investment Adviser.


Strategic Report (continued)

Results and dividends

As shown in the Company’s IncomeStatement on page 35, the Company’sreturns in the year ended 31 January2014 were:

31 January 31 January 2014 2013

Revenue return per share (1.52)p (0.22)p

Capital return per share 3.53p (16.61)p

Total return per share 2.01p (16.83)p

An explanation of the movement inthe Company’s returns in the yearended 31 January 2014 is included in the Chairman’s Statement.

The Board recommends that nodividend is paid in respect of the year ended 31 January 2014.

The Balance Sheet, page 36, showsthat the Company’s net assets have increased over the year. TheCompany’s net asset value per share,over the same period increased from56.80p to 57.11p, an increase of0.31p per share. The dividend pershare was 1.5p so the Company’s net asset value return per shareincreased from 64.30p to 66.11p.

The net cash outflow during the yearwas £173,563 reflecting a spend oninvestments of £25,000, a dividenddistribution of £157,964, a cashoutflow of £109,104 due to operatingactivities, an inflow of £43,415 as aresult of new shares allotted and afurther £75,000 held for allotment aspart of a private placing.

Future developments

The primary focus will continue to beon the development of an investmentportfolio which will deliver attractivereturns over the medium to longerterm. The Company will continue toprovide support for the on-goingdevelopment of investee companiesand the Company’s InvestmentAdviser will continue to work closelywith all investee companies towardsaccelerating their growth andidentifying possible exits in the shortto mid-term. For further details on theCompany’s future prospects, pleasesee the Outlook paragraph in theChairman’s Statement on page 3.

Additional disclosures required bythe Companies Act 2006

The Company had no employeesduring the year and the Company has seven directors, one of whomis female. The Company, being anexternally managed investmentcompany with no employees, has nopolicies in relation to environmentalmatters, social, community andhuman rights issues.

By Order of the Board

The City Partnership (UK) LimitedCompany Secretary

27 May 2014


Directors

The Directors of the Company duringthe year under review were Sir RobinMiller, Peter English, Lucy Macdonald,Simon Jamieson, Peter Williams, David Forster and Charles McIntyre.

Brief biographical details of theDirectors are given on pages 4 to 5.

Sir Robin Miller, Peter English, PeterWilliams, David Forster and CharlesMcIntyre will retire at the annual generalmeeting in 2014 and, being eligible,offer themselves for re-election.

Investment Adviser agreement

IBIS Private Equity Partners LLP is theInvestment Adviser to the Companyand provides a range of services to theCompany under an investment adviseragreement dated 7 February 2006.

This appointment shall continue untilterminated by the expiry of not lessthan twelve months’ notice in writinggiven by either party to the other at anytime after the third anniversary of thelast date (30 June 2006) on whichordinary shares issued pursuant to theprospectus published in February 2006were admitted to the Official List and totrading on the London Stock Exchange.This appointment may also beterminated in circumstances of material breach by either party.

IBIS Private Equity Partners LLPreceives an annual advisory fee. Thefee is payable quarterly in advance,such quarterly fee (exclusive of VAT)being equal to one-quarter of 2.25% ofthe net asset value of the Company asat the commencement of the quarterbut excluding any amount taken intoconsideration in the calculation of thatnet asset value which is intended tobe distributed to shareholders withinthat quarter.

Total annual running costs have beencapped at 3.5% of average net assets(excluding the Investment Adviser’sperformance related incentive fee,irrecoverable VAT, trail commission and costs of any significant corporateactivity) with any excess being borneby the Investment Adviser.

In the opinion of the Directors, thecontinuous appointment of theInvestment Adviser is in the interests of the shareholders as a whole.

Performance related incentive fee

The Investment Adviser and eachmember of the Investment Committee(other than Messrs. Forster andMcIntyre who will benefit through theirinterest in IBIS Private Equity PartnersLLP) will each be entitled to share in a performance related incentive feeequal to 20% of the increase in thePerformance Value per ordinary shareover an initial period of three yearsand thereafter each successive periodof six months. No fee will be payableunless two tests are met. First, aperformance hurdle must be achievedthat requires the Performance Valueper ordinary share to exceed 150pence and that cumulative cashdistributions are not less than 60pence per ordinary share. Second, the Performance Value per ordinaryshare must be higher than the highestpreviously recorded PerformanceValue per ordinary share.

Each member of the InvestmentCommittee will be entitled to a 3%share of the performance relatedincentive fee, save that the Chairmanof the Board will be entitled to a shareof 3.5%. The Investment Adviser willbe entitled to the remaining 81.5% ofthe performance related incentive fee.

Share capital

The Company was incorporated on 21 December 2005 with the name IBISMedia VCT 1 plc.

In April 2013 the Company boughtback 494,403 ordinary shares inaccordance with the Share Realisationand Reinvestment Programme(“SRRP”) and issued 479,564 ordinaryshares as a result of the reinvestmentof the proceeds arising from the sale of shares.

In August 2013 127,075 ordinaryshares were issued at a price of£0.5902 per share in accordance with the terms of a private placing.

As at 31 January 2014 a total of10,530,981 ordinary shares of 1peach of the Company were in issue.

The rights and obligations attaching to the Company’s ordinary shares areset out in the Company’s Articles ofAssociation, copies of which can beobtained from Companies House. Theholders of ordinary shares are entitledto receive dividends when declared, to receive the Company’s report andaccounts, to attend and speak atgeneral meetings, to appoint proxiesand to exercise voting rights. There areno restrictions on the voting rightsattaching to the Company’s shares or the transfer of securities in theCompany.

The Company will consider requests to buy back shares but is mindful thatinvestment in the Company waspromoted as comparatively long-termwith venture capital portfolios typicallytaking from five to seven years tomature.

Directors’ Report


Directors’ Report (continued)

Special reserve

By a special resolution of the Companypassed at an extraordinary generalmeeting of the Company held on 23January 2006, the Company wasauthorised to cancel the amountstanding to the credit of the sharepremium account of the Company at the date the order was madeconfirming such cancellation. Court approval was granted on 23 August 2006.

The cancellation of the share premiumaccount created a special reserve thatcan be used, amongst other things, to fund buy-backs of the Company’sshares when the Board considers thatit is in the best interests of theCompany to do so.

Substantial shareholdings

As at the date of this report theCompany was aware of the undernotedindividual shareholdings exceeding 3% of the issued share capital:

> M Alen-Buckley, 6.46% (680,656shares)

> C Davies, 4.78% (502,971 shares)

> D Forster, 4.73% (498,833 shares)

> C McIntyre, 3.85% (405,172 shares)

> A Beckingham, 3.76% (395,916shares)

> R Hooper, 3.66% (385,640 shares)

> S Knight, 3.16% (332,489 shares)

Disclosure of information tothe auditor

The Directors who held office at thedate of the approval of this Directors’Report confirm that, so far as they are

aware: there is no relevant auditinformation of which the Company’sauditor is unaware and the Directorshave taken all the steps they ought tohave taken to make themselves awareof any relevant audit information and toestablish that the auditor is aware ofthat information.

Auditor

A resolution to re-appoint Scott-Moncrieff as auditor to the Companywill be proposed at the forthcomingannual general meeting. A separateresolution will be proposed at themeeting authorising the Directors tofix the remuneration of the auditor.

Global greenhouse gas emissions

The Company has no directgreenhouse gas emissions to report from its operations, being an externally managed investmentcompany.

Annual general meeting

The annual general meeting will beheld at 5.00pm on 2 July 2014 at the Company’s offices. Notice of themeeting and a proxy form are set outon pages 49 to 50 and 51 respectivelyof this report.

The business of the meeting isoutlined below.

Resolution 1 – Annual Report andFinancial Statements

The Directors are required to presentto the annual general meeting theAnnual Report and FinancialStatements for the financial yearended 31 January 2014.

Resolution 2 – Directors’Remuneration Policy

This resolution proposes the approvalof the Directors’ Remuneration Policyas set out on page 24.

Resolution 3 – Directors’Remuneration Report

Under The Large and Medium SizedCompanies and Groups (Accountsand Reports) (Amendments)Regulations 2013, the Company isrequired to produce a Directors’Annual Report on Remuneration andto seek shareholder approval for thatreport at the annual general meeting.The Directors’ Annual Report onRemuneration is on pages 24 to 27of the Annual Report and FinancialStatements.

Resolution 4 – Re-election of Director

Sir Robin Miller retires by rotation inaccordance with the Company’sArticles of Association and, beingeligible, offers himself for re-election.


Peter English retires by rotation inaccordance with the Company’sArticles of Association and, beingeligible, offers himself for re-election.


Peter Williams retires by rotation inaccordance with the Company’sArticles of Association and, beingeligible, offers himself for re-election.



David Forster, a non-independentDirector, retires and, being eligible,offers himself for re-election as requiredby the Listing Rules (Rule 15.2.13A).


Charles McIntyre, a non-independentDirector, retires and, being eligible,offers himself for re-election as requiredby the Listing Rules (Rule 15.2.13A).

Resolution 9 – Re-appointment of theAuditor

The Company is required to re-appointthe auditor at each annual generalmeeting of the Company to hold office until the next general meeting at which accounts are presented. This resolution proposes that theCompany’s current auditor, Scott-Moncrieff, be re- appointed as auditorof the Company.

Resolution 10 – Remuneration of theAuditor

This resolution proposes that theDirectors be authorised to set theauditor’s remuneration.

Resolution 11 – Renewal of Directors’authority to allot shares

By virtue of Section 551 of theCompanies Act 2006, the Directorsrequire the authority of theshareholders of the Company to allotshares or other relevant securities in the Company. This resolutionauthorises the Directors to makeallotments of up to an additional2,106,196 shares (representingapproximately 20% of the issued share

capital of the Company as at the date of this report (being the latestpracticable date prior to the publicationof this document)). The existingauthority will expire at the forthcomingannual general meeting and, byproposing this resolution, the Boardseeks its renewal. The Directors haveno present intention of exercising theauthority given by this resolution. Thisauthority will be effective until the earlierof the date of the annual generalmeeting of the Company to be held in2015 and the date which is 15 monthsafter the date on which this resolutionis passed (unless the authority ispreviously revoked, varied or extendedby the Company in general meeting).

Resolution 12 – Disapplication of pre-emption rights

Resolution 12 which will be proposedas a special resolution, supplementsthe Directors’ authority to allot sharesin the Company given to them byResolution 10. The Resolutionauthorises the Directors to allot equityshares for cash up to a total nominalvalue of £21,061 (representingapproximately 20% of the sharecapital currently in issue). Thisauthority will be effective until theearlier of the date of the annualgeneral meeting of the Company tobe held in 2015 and the date which is 15 months after the date on whichthis resolution is passed (unless theauthority is previously revoked, variedor extended by the Company ingeneral meeting).

Resolution 13 – Purchase ofordinary shares by the Company

Resolution 13, which will be proposedas a special resolution, will, if passed,authorise the Company to purchase inthe market up to 14.99% of the issuedshare capital of the Company fromtime to time at a minimum price of 1pper share and a maximum price pershare of not more than an amountequal to 105% of the average of themiddle market prices shown in thequotations for an ordinary share in TheLondon Stock Exchange Daily OfficialList for the five business daysimmediately preceding the day onwhich that ordinary share ispurchased. This authority will beeffective until the earlier of the date of the annual general meeting of theCompany to be held in 2015 and thedate which is 15 months after the dateon which this resolution is passed(unless the authority is previouslyrevoked, varied or extended by theCompany in general meeting).



27 May 2014


This report has been prepared by theDirectors in accordance with TheLarge and Medium-sized Companiesand Groups (Accounts and Reports)(Amendment) Regulations 2013 (the“Regulations”). Ordinary resolutionsfor the approval of the Directors’remuneration policy and the Directors’annual report on remuneration will beput to members at the forthcomingAnnual General Meeting.

The Company’s auditor, Scott-Moncrieff, is required to give theiropinion on certain information includedin this report. The disclosures whichhave been audited are indicated assuch. The auditor’s opinion on theseand other matters is set out in theirreport on pages 33 and 34.

Annual statement from theChairman of the Nomination andRemuneration Committee

During the period under review, themembers of the Nomination andRemuneration Committee, a fullyconstituted board committee, wereLucy Macdonald (Chairman) andSimon Jamieson. The committee’sremit regarding remuneration isincluded in the Statement of CorporateGovernance which is set out on pages28 to 31. No other person providedmaterial advice or services to thecommittee in relation to remuneration.

The committee did not meet in theyear ended 31 January 2014. Such a meeting was thought unnecessarygiven that no Director retired and theDirectors’ initial fees had been agreedin their letters of appointment. Ameeting of the Board held in the yearended 31 January 2014 resolvedunanimously to reduce their initial fees with effect from 1 July 2013. The

Directors fees have remained at thesame level since 1 July 2013.

Directors’ remuneration policy

The committee considers thatDirectors’ fees should reflect the timecommitment required and the highlevel of responsibility borne bydirectors, and should be broadlycomparable to the fees paid by similarcompanies while ensuring that the feespayable are appropriate to retainindividuals of sufficient calibre to leadthe Company in achieving its short andlong term strategy. The Company’sArticles of Association do not place anoverall limit on Directors’ remuneration.None of the Directors is eligible forpension benefits, share options,bonuses or other benefits in respect of their services as non-executivedirectors of the Company. The Boardhas not received any views from theCompany’s shareholders in respect ofthe levels of Directors’ remuneration.

As members of the InvestmentCommittee, each Director (other thanDavid Forster and Charles McIntyre) is entitled to share in a performance-related incentive fee from theCompany. David Forster and CharlesMcIntyre will benefit through theirinterest in the Investment Adviserwhich is also entitled to share in the incentive fee.

The aggregate performance feepayable by the Company is calculatedas being equal to 20% of the increasein the Performance Value per ordinaryshare over an initial period of threeyears and thereafter each successiveperiod of six months. No fee will bepayable unless two tests are met.

First, a performance hurdle must be achieved that requires the

Performance Value per ordinary share to exceed 150 pence and thatcumulative cash distributions are notless than 60 pence per ordinary share.Second, the Performance Value perordinary share must be higher than the highest previously recordedPerformance Value per ordinary sharewhen an incentive fee was paid.

Each member of the InvestmentCommittee is entitled to a 3% share of the incentive fee, save that theChairman of the Board is entitled to a share of 3.5%. The InvestmentAdviser is entitled to the remaining81.5% of the fee.

The performance fee policy isunchanged since the inception of theCompany and no incentive fee hasbeen paid to any of the Directors as a result of the policy.

Assuming this policy is approved by the members at the forthcoming AGM, it is intended that this policy willcontinue as described above for theyear ending 31 January 2015 andsubsequent years. In accordance withthe Regulations, an ordinary resolutionto approve the Directors’ remunerationpolicy will be put to shareholders atleast once every three years.

Directors’ annual report onremuneration

Terms of appointment

None of the Directors has a servicecontract with the Company. On beingappointed all Directors received a letterfrom the Company setting out theterms of their appointment, details ofthe fees payable and their specificduties and responsibilities. A Director’sappointment may be terminated by theDirector or by the Company on the

Directors’ Remuneration Report


expiry of six months’ notice in writinggiven by the Director or the Companyas the case may be. No arrangementshave been entered into between theCompany and the Directors to entitleany of the Directors to compensationfor loss of office. The letters ofappointment are available forinspection on request from thecompany secretary.

The Company’s Articles of Associationprovide that the Directors shall retireand be subject to re-election at the first annual general meeting after their appointment and at least everythree years thereafter.

Sir Robin Miller, Peter English and PeterWilliams will retire at the annual generalmeeting in 2014 and, being eligible,offer themselves for re-election. DavidForster and Charles McIntyre, beingnon-independent Directors, will, asrequired by Listing Rule 15.2.13A, also retire and, being eligible, offerthemselves for re-election.

Brief biographical details of theseDirectors are given on pages 4 to 5.

Directors’ fees for the year (audited)

The fees payable to individualDirectors in respect of the year ended31 January 2014 are shown in thetable below. Sir Robin Miller’s, PeterEnglish’s and Simon Jamieson’s fees are paid to RMC Limited, VCF Partners, and FFP Servicesrespectively in consideration for their services.

The directors, each of whom is amember of the Company’s InvestmentCommittee, agreed to reduce theirannual fees with effect from 1 July2013 in recognition of the fact that the company was now fully invested.

Total annual Total fee Total fee fee (reduced paid for paid for

from year ended Total year ended 1 July 2013) 31 January annual fee 31 January

Director £ 2014 £ 2013

Sir Robin Miller 8,000 8,834 10,000 10,000

Peter English 6,000 6,833 8,000 8,000

David Forster* 6,000 - 8,000 -

Simon Jamieson 6,000 6,833 8,000 8,000

Lucy Macdonald 6,000 6,833 8,000 8,000

Charles McIntyre* 6,000 - 8,000 -

Peter Williams 6,000 6,833 8,000 8,000

* Both David Forster and Charles McIntyre, who are partners in the Investment Adviser, waived their entitlement to directors’fees in both periods.

No fees were payable in respect of the incentive fee to any of the Directors. No taxable benefits were paid to the Directors,no pension related benefits were paid to the Directors and no money or other assets were received or receivable to Directorsfor either the current or prior year. There were no fees payable to past directors or payments made for loss of office.

Relative importance of spend on pay

The table below shows the total remuneration paid to the Directors and shareholder distributions in the year to 31 January2014 and the prior year:


Percentage increase/

2014 2013 (decrease)£ £ %

Dividend 157,964 156,058 1.21

Total directors’ fees 36,167 42,000 (16.13)

Directors’ shareholdings (audited)

The beneficial interests of the Directors in the shares of the Company, at the beginning and the end of the year were asfollows:

As at 31 January 2014 As at 31 January 2013

Shares % of shares Shares % of sharesDirector held in issue held in issue

Sir Robin Miller 75,993 0.72 81,905 0.79

Peter English 174,817 1.66 175,204 1.68

David Forster 770,296 7.31 775,521 7.44

Simon Jamieson 113,524 1.08 113,524 1.09

Lucy Macdonald 138,541 1.32 138,541 1.33

Charles McIntyre 445,988 4.24 476,791 4.58

Peter Williams 80,070 0.76 80,070 0.77

On 5 April 2014, David Forster purchased a further 52,531 shares in the Company, bringing his total holding to 822,827.There have been no changes in the holdings of any other of the Directors between 31 January 2014 and the date of thisreport. The Company has no policy for Directors concerning their ownership of shares in the Company.

Directors’ Remuneration Report (continued)


Company performance

The Board is responsible for the Company’s investment strategy and performance, although the management of theCompany’s investment portfolio is delegated to the Investment Adviser through the investment adviser agreement. Thegraph below compares the Company’s share price total return and the Company’s net asset value per share total returnwith the total return from a notional investment of 100p in the FTSE All-Share Media Index over the same period. This indexis considered to be the most appropriate broad equity market index for comparative purposes.

20

40

60

80

100

120

140

160

180

200

Index

NAV total return per share

Share price total return

31 Jan 1431 Jan 1331 Jan 1231 Jan 1131 Jan 1031 Jan 0931 Jan 0831 Jan 0705 Apr 06

Return to ordinary shareholders in IBIS Media VCT 1 plcPeriod from 5 April 2006 to 31 January 2014

At the last AGM held on 27 June 2013, 100% of shareholders voted for the resolution approving the Directors’ RemunerationReport (including the remuneration policy), showing significant shareholder support. An ordinary resolution for the approvalof the Directors’ annual report on remuneration will be put to shareholders at the forthcoming AGM.



27 May 2014


Statement of Corporate Governance

The Directors of IBIS Media VCT 1 plcconfirm that the Company has takenappropriate action to enable it tocomply with the Principles of the UKCorporate Governance Code (the“Code”) issued by the FinancialReporting Council in September 2012.

As a venture capital trust, most of theCompany’s day-to-day responsibilitiesare delegated to third parties and theDirectors are all non-executive. Thus,not all the provisions of the Code aredirectly applicable to the Company.Apart from the matters referred to in the following paragraphs, therequirements of the Code werecomplied with throughout the yearended 31 January 2014.

In view of its non-executive nature andthe requirements of the Company’sArticles of Association that all Directorsretire by rotation at the annual generalmeeting, the Board considers that it isnot appropriate for the Directors to beappointed for a specific term asrecommended by the Code. Full detailsof duties and obligations are providedat the time of appointment and aresupplemented by further details asnecessary. In light of the responsibilitiesretained by the Board and itscommittees and of the responsibilitiesdelegated to IBIS Private EquityPartners LLP, PricewaterhouseCoopersLLP and the company secretary, theCompany has not appointed a chiefexecutive, deputy chairman or a seniorindependent non-executive director.There is no formal inductionprogramme for Directors.

Board of Directors

The Company has a Board of sevennon-executive Directors, five of whomare considered to be independent.The remaining two, David Forster andCharles McIntyre, are also directors ofthe Investment Adviser, IBIS PrivateEquity Partners LLP. The Companyhas no staff.

All non-executive Directors have signedletters confirming the terms of theirappointment as non-executiveDirectors with effect from 18 January2006. As these initial appointmentswere made by the Board, theCompany’s shareholders were invitedto confirm the appointments at the2007 annual general meeting. Allappointments were confirmed. Theletters of appointment will be availablefor inspection by shareholdersimmediately before and after eachannual general meeting.

At each annual general meeting of the Company, at least one-third of the Directors shall retire from office by rotation. A retiring Director is eligiblefor re-election.

Directors are provided with keyinformation on the Company’s activitiesincluding regulatory and statutoryrequirements and internal controls by the Company’s VCT status adviser,PricewaterhouseCoopers LLP, and by the company secretary, The CityPartnership (UK) Limited. The Boardhas direct access to corporategovernance advice and complianceservices through the companysecretary, which is responsible forensuring that board procedures arefollowed and compliance requirementsare met.

All Directors may take independentprofessional advice in furtherance oftheir duties as necessary. Any newlyappointed director will be given acomprehensive introduction to theCompany’s business including meetingthe Company’s advisers.

The Board is responsible toshareholders for the propermanagement of the Company and looks to meet on at least fouroccasions each year. It has formallyadopted a schedule of matters whichmust be brought to it for decision,thus ensuring that it maintains full and effective control over appropriatestrategic, financial, operational andcompliance issues. The Chairmantogether with the company secretaryestablish the agenda for each Boardmeeting and all necessary papers are distributed in advance of themeetings. The Board considers allmatters not included within the remitsof the board committees.

Board performance

The Board carried out a performanceevaluation of the Board, committeesand individual directors during the year.Due to the size of the Company, thefact that the majority of the Directorsare independent non-executivedirectors and the costs involved,external facilitators are not used in theevaluation of the Board. The Directorsconcluded that the balance of skillsand Directors is appropriate and allDirectors contribute fully to discussionin an open, constructive and objectiveway. The size and composition of theBoard and its committees isconsidered adequate for the effectivegovernance of the Company. The


biographies of the Directors shown onpages 4 to 5 demonstrate the widerange of investment, commercial andprofessional experience that theycontribute.

Board committees

There are three Board committees: an investment committee, an auditcommittee and a nomination andremuneration committee. Thesecommittees all operate within clearlydefined written terms of referencewhich are available on request fromthe company secretary.

Investment committee

This is a fully constituted Boardcommittee established to perform the duties summarised below and toreport on those matters to the Board:

> In respect of equity investmentopportunities: to consider eachsuch opportunity of which it isappraised by IBIS Private EquityPartners LLP; to decide which ofthe investment opportunitiesshould be accepted by theCompany; to ensure thatinvestments fall within theinvestment policy described in theprospectus; to monitor investeecompanies and the Company’sinvestments therein.

> In respect of fixed interestinvestments to monitor theCompany’s investment in fixed interest securities.

> Generally, to monitor theCompany’s performance inrespect of the VCT investment

criteria and to advise the Board asnecessary.

> After reviewing the advice ofadvisers, to determine thevaluation of each investment inaccordance with the previouslyagreed valuation guidelines.

The members of the investmentcommittee are all the Company’sDirectors. The chairman of thecommittee is Sir Robin Miller.

A quorum shall be two members andmust include at least two members ofthe committee other than David Forsterand Charles McIntyre. Each investmentmust be approved by at least twoDirectors with no member of thecommittee voting against the proposedinvestment. Neither David Forster norCharles McIntyre has a vote on theinvestment committee but both mayparticipate in its discussions.

Audit committee

The audit committee comprises at least3 independent Directors. The membersof the committee are Peter Williams(chairman), Peter English and LucyMacdonald. A quorum is two members.

During the year ended 31 January 2014the audit committee discharged itsresponsibilities by:

> Reviewing the Company’s draftannual and half yearly results andthe proposed fair value ofinvestments as determined by theInvestment Adviser;

> Reviewing the Company’saccounting policies;

> Ongoing review of the internalcontrols and assessing the

effectiveness of those controls inminimising the impact of keyrisks;

> Reviewing and approving theexternal auditor’s terms ofengagement, remuneration andindependence; and

> Recommending to the board andshareholders the ongoingappointment of Scott-Moncrieff.

The key areas of risk identified by theaudit committee in relation to thebusiness activities and financialstatements of the Company are:

> Compliance with HM Revenue &Customs to maintain theCompany’s VCT status; and

> Valuation of unquotedinvestments.

These issues were discussed with theInvestment Adviser and the auditor atthe board meeting pre-sign off of thefinancial statements, the committeeconcluded:

Venture Capital status – the InvestmentAdviser confirmed to the auditcommittee that the conditions formaintaining the Company’s status hadbeen complied with throughout theyear.

Valuation of unquoted investments –the Investment Adviser and the auditorconfirmed to the audit committee thatthe basis of valuation for unquotedcompanies was consistent with theprior year and in accordance withpublished industry guidelines, takingaccount of the latest availableinformation about investee companiesand current market data.

The Investment Adviser and auditor


confirmed to the audit committee thatthey were not aware of any materialmisstatements. Having reviewed thereports received from the InvestmentAdviser and auditor, the auditcommittee is satisfied that the keyareas of risk and judgement have beenappropriately addressed in the financialstatements and that the significantassumptions used in determining thevalue of assets and liabilities have beenproperly appraised and are sufficientlyrobust.

The audit committee has managed therelationship with the external auditorand assessed the effectiveness of theaudit process. When assessing theeffectiveness of the process for theyear under review the Committeeconsidered the auditor’s technicalknowledge and that they have a clearunderstanding of the business of theCompany; that the audit team isappropriately resourced; that theauditor provided a clear explanation ofthe scope and strategy of the audit andthat the auditor maintainedindependence and objectivity. As partof the review of auditor effectivenessand independence, Scott-Moncrieff hasconfirmed that it is independent of theCompany and has complied withauditing accounting standards. Scott-Moncrieff was appointed as auditor ofthe Company on inception of theCompany; in accordance withprofessional guidelines theengagement partner is rotated after atmost five years, and the current partnerhas served for 2 years. No tender forthe audit of the Company has beenundertaken since inception.

Following the review as noted abovethe audit committee is satisfied with theperformance of Scott-Moncrieff andrecommends the services of Scott-

Moncrieff to the shareholders in view ofthat performance and the firm’sexperience in auditing Venture CapitalTrusts.

Nomination and remunerationcommittee

The committee comprises at least twoDirectors. The members of thecommittee are Lucy Macdonald(chairman) and Simon Jamieson. Aquorum is two members.

The nomination and remunerationcommittee has considered therecommendations of the Codeconcerning gender diversity andwelcomes initiatives aimed atincreasing diversity generally. Thecommittee believe, however, that allappointments should be made onmerit rather than positivediscrimination. The policy of thecommittee is that maintaining anappropriate balance around theboard table through a diverse mix ofskills, experience, knowledge andbackground is of paramountimportance and gender diversity is asignificant element of this.

Any search for new Board candidates isconducted, and appointments made,on merit, against objective selectioncriteria having due regard, amongstother things, to the benefits of diversityon the Board, including gender. Whenrecommending new appointments tothe Board the committee draws on itsmembers’ extensive businessexperience and range of contacts toidentify suitable candidates; the use offormal advertisements and externalconsultants is not considered cost-effective given the Company’s size.

Attendance at Board and committeemeetings

During the year ended 31 January 2014there were:

> 5 full Board meetings

> 5 investment committee meetings

> 2 audit committee meetings

> No meetings of the nominationand remuneration committee

The Directors’ attendance at thesemeetings is noted below.

Investment Audit Director Board committee committee

Robin Miller 5 5 n/a

Peter English 5 5 2

Simon Jamieson 4 4 n/a

Lucy Macdonald 5 5 1

Peter Williams 5 5 2

David Forster 2 2 n/a

Charles McIntyre 4 4 n/a

Internal control

The Board has established an ongoingprocess for the identification,evaluation and management of thesignificant risks faced by the Company.The Board acknowledges that it isresponsible for the Company’s internalcontrol systems and for reviewing theireffectiveness. Internal controls aredesigned to manage the particularneeds of the Company and the risks towhich it is exposed. The internal controlsystems aim to ensure themaintenance of proper accountingrecords, the reliability of the financialinformation on which businessdecisions are made and which is usedfor publication, and that the assets ofthe Company are safeguarded. They

Corporate Governance Statement (continued)


can by their nature provide onlyreasonable and not absoluteassurance against materialmisstatement or loss. The financialcontrols operated by the Board includethe authorisation of investments andregular reviews of both the financialresults and investment performance.

The Board has delegated to thirdparties the provision of: investmentadvisory services; VCT status advisoryservices; day-to-day accounting,company secretarial and administrationservices; and share registrationservices.

Each of these contracts was enteredinto after full and proper considerationby the Board of the quality and cost ofservices offered. The Board receivesand considers regular reports from theInvestment Committee which, in turn,receives and considers regular reportsfrom the Investment Adviser. Ad hocreports and information are supplied tothe Board as required. The Boardkeeps under review the terms of theagreement with the Investment Adviser.

Review of internal control

The process adopted by the Board foridentifying, evaluating and managingthe risks faced by the Companyincludes an annual review of thecontrol systems. The review covers aconsideration of the significant risks ineach of five areas: statutory andregulatory compliance, financialreporting, investment strategy,investment performance andreputation.

Each risk is considered with regard to:the likelihood of occurrence, theprobable impact on the Company, and

the controls exercised at source,through reporting and at board level.

The Board has identified no problemswith the Company’s internal controls.

Relations with shareholders

The Board welcomes the views ofshareholders and puts a premium oneffective communication with theCompany’s members.

All written communication withshareholders is reviewed by the Boardto ensure that shareholder enquiriesare promptly and adequately resolved.

Shareholders are encouraged to attendthe Company’s annual general meetingwhere the Directors andrepresentatives of the Company’sadvisers will be available to answer anyquestions members may have. Thenotice of the 2014 annual generalmeeting accompanies this report –separate resolutions are proposed foreach substantive issue.

The Board also communicates withshareholders through the half-yearlyand annual reports which will include achairman’s statement and aninvestment adviser’s report both ofwhich are reviewed and approved bythe Board to ensure that they present afair assessment of the Company’sposition and future prospects.

Accountability and audit

The statement of the Directors’responsibilities in respect of thefinancial statements and theindependent auditor’s report arepresented on pages 32 and 33 to 34 respectively of this report.

Internal audit

The Company does not have anindependent internal audit function.Such a function is thought by theBoard to be unnecessary at this timegiven the size of the Company and thenature of its business. However, theaudit committee considers annuallywhether an independent internal auditfunction should be introduced andreports its conclusions to the Board.

Going concern

After making enquiries, the Directorsare satisfied that the Company hasadequate resources to continue tooperate for the foreseeable future. Forthis reason, the going concern basishas been adopted in the preparation ofthe Company’s financial statements.


The Directors are responsible forpreparing the Annual Report, theDirectors’ Remuneration Report andthe financial statements in accordancewith applicable laws and regulations.The Directors have chosen to preparethe financial statements for theCompany in accordance with UnitedKingdom Generally AcceptedAccounting Practice (“UK GAAP”).

Company law requires the Directors toprepare financial statements for eachfinancial year. Under that law theDirectors’ must not approve thefinancial statements unless they aresatisfied that they give a true and fairview in accordance with UK GAAP ofthe state of affairs of the Company asat the end of the financial year and ofthe return or loss of the Company forthat period and which comply with UKGAAP and the Companies Act 2006. Inpreparing these financial statements,the Directors are required to:

> Select suitable accounting policiesand then apply them consistently;

> Make judgments and estimates thatare reasonable and prudent;

> State whether all applicable UKAccounting Standards have beenfollowed, subject to any materialdepartures disclosed and explainedin the financial statementsrespectively; and

> Prepare the financial statements onthe going concern basis unless it isinappropriate to presume that theCompany will continue in business.

The Directors are responsible forkeeping proper accounting records,that are sufficient to show and explainthe Company’s transactions anddisclose with reasonable accuracy atany time the financial position of theCompany and which enable them toensure that the financial statementscomply with the Companies Act 2006.They are also responsible for thesystem of internal control, forsafeguarding the assets of theCompany and hence for takingreasonable steps for the preventionand detection of fraud and otherirregularities.

The Directors are responsible for themaintenance and integrity of thecorporate and financial informationincluded on the Company’s website.Legislation in the UK governing thepreparation and dissemination offinancial statements may differ fromlegislation in other jurisdictions.

The Directors consider that the AnnualReport and Financial Statements of theCompany for the year ended 31January 2014 as a whole are fair,balanced and understandable andprovide the information necessary forthe members of the Company to helpthem assess the Company’sperformance, business model andstrategy.

The Financial Statements are publishedon www.ibiscapital.co.uk a websitemaintained by IBIS Capital Limited. Themaintenance and integrity of thewebsite is, so far as it relates to theCompany, the responsibility of IBIS

Capital Limited. The work carried outby the auditor does not involveconsideration of the maintenance andintegrity of this website and,accordingly, the auditor accepts noresponsibility for any changes that haveoccurred to the accounts since theywere initially presented on the website.Visitors to the website need to beaware that legislation in the UnitedKingdom governing the preparationand dissemination of the accounts maydiffer from legislation in otherjurisdictions.

We confirm that to the best of ourknowledge:

the financial statements, prepared inaccordance with the applicable set ofaccounting standards, give a true andfair view of the assets, liabilities,financial position and return or loss ofthe Company; and

the Strategic Report includes a fairreview of the development andperformance of the business and theposition of the Company together witha description of the principal risks anduncertainties that it faces.

On behalf of the Board

Sir Robin MillerDirector

27 May 2014

Statement of Directors’ Responsibilities


We have audited the financialstatements of IBIS Media VCT 1 plc forthe year ended 31 January 2014, whichcomprise the Income Statement, theReconciliation of Movements inShareholders’ Funds, the BalanceSheet, the Cash Flow statement andthe related notes. The financialreporting framework that has beenapplied in their preparation isapplicable law and United KingdomAccounting Standards (UnitedKingdom Generally AcceptedAccounting Practice).

This report is made solely to theCompany’s members as a body, inaccordance with Chapter 3 of Part 16of the Companies Act 2006. Our auditwork has been undertaken so that wemight state to the Company’s membersthose matters we are required to stateto them in an auditor’s report and forno other purpose. To the fullest extentpermitted by law, we do not accept orassume responsibility to anyone otherthan the Company and the Company’smembers as a body, for our audit work,for this report, or for the opinions wehave formed.

Respective responsibilities ofdirectors and auditor

As explained more fully in theStatement of Directors’ Responsibilitieson page 33, the Directors areresponsible for the preparation of thefinancial statements and for beingsatisfied that they give a true and fairview. Our responsibility is to audit thefinancial statements in accordance withapplicable law and InternationalStandards on Auditing (UK andIreland). Those standards require us tocomply with the Auditing PracticesBoard’s Ethical Standards for Auditors.

Scope of the audit of the financialstatements

A description of the scope of an audit offinancial statements is provided at theFinancial Reporting Council’s website atwww.frc.org.uk/apb/scope/private.cfm.

Opinion on financial statements

In our opinion the financial statements:

> give a true and fair view of the stateof the Company’s affairs as at 31January 2014 and of its return forthe year then ended;

> have been properly prepared inaccordance with United KingdomGenerally Accepting AccountingPractice; and

> have been prepared in accordancewith the Companies Act 2006.

Our assessment of risks of materialmisstatement

We identified the following risks that webelieve have the greatest impact on theaudit strategy:

> valuation of the Company’s unlistedinvestments;

> revenue recognised, specifically inrelation to investment income; and

> management override.

Our application of materiality

We apply the concept of materiality inplanning and performing our audit, andin evaluating the effect ofmisstatements on our audit and on thefinancial statements. For the purposesof determining whether the financialstatements are free from materialmisstatement we define materiality asthe level of error that would change theopinion of the reader of the financialstatements

When establishing our overall auditstrategy, we determined the level ofuncorrected misstatement that wouldbe material for the financial statementsas a whole to be £60,000, which is 1%of net assets (net assets being a keyperformance indicator for investors inthe Company).

Materiality for revenue transactions wasdetermined to be £8,000, as we believereaders of the financial statements willbe more sensitive to variances in therevenue account.

We agreed with the Audit Committeethat we would report to them individualand extrapolated errors in excess of athreshold of £3,000, as well asdifferences below that threshold thatwe believe warranted reporting onqualitative grounds.

An overview of the scope of our audit

The way in which we scoped our auditin order to address the assessed risksof material misstatement was asfollows:

> for the valuation of the Company’sunlisted investments, we agreed allholdings to investee companies’annual returns submitted atCompanies House; we examinedthe latest available audited financialstatements of investee entities; andwe assessed the valuation methodused to ensure it was reasonableand in accordance with theInternational Private Equity andVenture Capital Valuation guidelines(revised December 2012).

> for revenue recognition, specificallyin relation to investment income, werecalculated the expected interestfrom loan notes held by theCompany and compared this to theactual interest recognised.Differences were investigated toensure there was no indication of

Report of the Independent Auditorto the Shareholders of IBIS Media VCT 1 plc

omitted income. In addition, wereviewed the latest availableaudited financial statements of theinvestee company to assess ifdividends were expected.

> for management override, wereviewed the accounting records forany significant transactions thatwere outside the normal course ofbusiness.

The Audit Committee’s consideration ofthese risks is set out on pages 29 to 30.

Opinion on other matters prescribedby the Companies Act 2006

In our opinion:

> the part of the Directors’Remuneration Report to be auditedhas been properly prepared inaccordance with the CompaniesAct 2006; and

> the information given in theStrategic Report and Directors’Report for the financial year forwhich the financial statements areprepared is consistent with thefinancial statements.

Matters on which we are required toreport by exception

We have nothing to report in respect ofthe following:

> Under the International Standardson Auditing (UK and Ireland), weare required to report to you if, inour opinion, information in theannual report is:

> materially inconsistent with theinformation in the audited financialstatements; or

> apparently materially incorrectbased on, or materially inconsistentwith, our knowledge of theCompany acquired in the course ofperforming our audit; or

> is otherwise misleading.

In particular, we are required toconsider whether we have identifiedany inconsistencies between ourknowledge acquired during the auditand the Directors’ statement that theyconsider the annual report is fair,balanced and understandable andwhether the annual report appropriatelydiscloses those matters that wecommunicated to the Audit Committeewhich we consider should have beendisclosed.

Under the Companies Act 2006 we arerequired to report to you if, in ouropinion:

> adequate accounting records havenot been kept and returnsadequate for our audit have notbeen received from branches notvisited by us; or

> the financial statements and thepart of the Directors’ RemunerationReport to be audited are not inagreement with the accountingrecords and return; or

> certain disclosures of Directors’remuneration specified by law arenot made; or

> we have not received all theinformation and explanations werequire for our audit.

Under the Listing Rules we are requiredto review:

> the Directors’ statement on page 32in relation to going concern; and

> the part of the CorporateGovernance Statement relating tothe Company’s compliance with thenine provisions of the CorporateGovernance Code specified for ourreview; and

> certain elements of the report to theshareholders by the Board onDirectors’ remuneration.

Gareth Magee(Senior Statutory Auditor)

For and on behalf of Scott-Moncrieff, Statutory AuditorExchange Place 3Semple StEdinburghEH3 8BL

27 May 2014


Report of the Independent Auditor (continued)


Year ended 31 January 2014 Year ended 31 January 2013Revenue Capital Total Revenue Capital Total

Note £ £ £ £ £ £

Realised/unrealised movements on investments - 455,859 455,859 - (1,601,288) (1,601,288)

Income 2 165,327 - 165,327 128,033 - 128,033

Investment adviser’s fees 3 (28,692) (86,077) (114,769) (29,799) (89,395) (119,194)

Other expenses 4 (296,299) - (296,299) (120,599) - (120,599)

Return on ordinary activities before tax (159,664) 369,782 210,118 (22,365) (1,690,683) (1,713,048)

Tax on ordinary activities 6 - - - - - -

Return attributable to equity shareholders (159,664) 369,782 210,118 (22,365) (1,690,683) (1,713,048)

Transfer to reserves (159,664) 369,782 210,118 (22,365) (1,690,683) (1,713,048)

Return per share

Return per ordinary share 8 (1.52)p 3.53p 2.01p (0.22)p (16.61)p (16.83)p

The total column of this statement represents the profit and loss account of the Company. All revenue and capital items inthe above statement derive from continuing operations. The Company has only one class of business and derives its incomefrom investments made in shares, securities and bank deposits. The Company has no gains and losses other than thoserecognised in the Income Statement above and has not therefore prepared a separate statement of total recognised gainsand losses.

The accompanying notes on pages 39 to 48 are an integral part of the financial statements.

Income Statementfor the year ended 31 January 2014

As at As at31 January 31 January

2014 2013Note £ £

Fixed assets

Investments 9 5,699,122 5,243,263

Current assets

Debtors 11 353,455 469,749

Liquidity funds and cash at bank 82,419 256,072

435,874 725,821

Creditors: amounts falling due within one year 12 (121,108) (50,765)

Net current assets 314,766 675,056

Net assets 6,013,888 5,918,319

Capital and reserves

Called up share capital 13 105,310 104,187

Share premium account 14 4,306,020 4,263,728

Special reserve 14 4,474,481 4,632,445

Capital reserves 14 (2,511,975) (2,881,757)

Revenue reserves 14 (359,948) (200,284)

Total equity shareholders’ funds 6,013,888 5,918,319

Net asset value per share 15 57.11p 56.80p


The financial statements were authorised for issue by the directors on 27 May 2014 and signed on their behalf by:

Sir Robin MillerDirector

Registered in England and Wales, No. 5660269


Balance Sheetas at 31 January 2014

Year ended Year ended 31 January 31 January

2014 2013Note £ £ £ £

Operating activities

Investment income received – qualifying 26,808 91,424

Deposit and similar interest received – non qualifying 91 160

Investment adviser’s fees paid (25,717) (175,830)

Company secretarial fees paid (17,050) (22,000)

Cash paid to and on behalf of directors (41,436) (47,929)

Other cash payments (51,800) (66,328)

Net cash outflow from operating activities 16 (109,104) (220,503)

Financial investment

Purchase of investments 9 - (88,333)

Loans made (25,000) (120,000)

Loans repaid - 120,000

Net cash outflow from financial investment (25,000) (88,333)

Taxation

Corporation tax repaid - 2,400

Net cash inflow from taxation - 2,400

Dividends

Equity dividends paid (157,964) (157,044)

Net cash outflow from dividends (157,964) (157,044)

Net cash outflow before financing (292,068) (463,480)

Financing

New share issue 75,000 691,577

Commission - current year share issue (2,812) (21,258)

Prior year share issue (13,120) -

Other costs relating to issue of shares (6,881) (6,000)

Expenses of SRRP (8,772) (34,127)

Share buyback - (81,307)

Cash held for allotment 75,000

Net cash inflow from financing 118,415 548,885

Increase/(decrease) in cash 17 (173,653) 85,405



Cash Flow Statementfor the year ended 31 January 2014

2014 2013£ £

Total net assets attributable at 31 January 2013 (31 January 2012) 5,918,319 7,224,526

Capital per share issue 75,000 707,776

Expenses of offer (22,813) (27,234)

Expenses of SRRP (8,772) (34,127)

Dividend (157,964) (157,044)

Share buyback - (82,530)

Return for the period 210,118 (1,713,048)

Total net assets attributable at 31 January 2014 (31 January 2013) 6,013,888 5,918,319



Reconciliation of Movements in Shareholders’ Funds


1. Accounting policies

A summary of the principal accounting policies, all of which have been applied consistently throughout the year, is setout below.

a) Going concern

The Board of Directors is satisfied that the Company has adequate availability of funding in order to continue as agoing concern. Therefore the Company continues to adopt the going concern basis in preparing these financialstatements.

b) Basis of accounting

The accounts have been prepared on the historical cost basis of accounting, and in accordance with applicableAccounting Standards and with the Statement of Recommended Practice, ‘Financial Statements of InvestmentTrust Companies’ (“SORP”), revised in January 2009.

c) Investments

The Company did not hold any listed investments at any time during the period under review. In accordance withUK Generally Accepted Accounting Practice (“UK GAAP”), investments in unlisted companies, other than thosetraded on AIM/ISDX, are valued at fair value by the Directors with reference to the International Private Equity andVenture Capital Valuation Guidelines which include the following:

> Investments which have been made within the last twelve months are valued at cost except where thecompany’s performance against plan is significantly below the expectations on which the investment wasmade, in which case provision against cost is made as appropriate.

> Where a company is in the early stage of development, it will normally continue to be held at cost on thebasis described above.

> Where a company is well established after one year from the date of investment the shares may be valued byapplying a suitable price-earnings ratio to that company’s historical post tax earnings. The ratio used is basedon a comparable listed company or sector but discounted to reflect lack of marketability. Alternative methodsof valuation will include cost, provision against cost, discounted cash flow or net asset value where suchfactors apply that make one of these methods more appropriate.

Alternatively, where a value is indicated by a material arm’s-length transaction by a third party in the shares of acompany, the valuation will normally be based on this.

Investments in companies traded on AIM/ISDX will be valued at their bid prices as appropriate.

Realised surpluses or deficits on the disposal of investments and impairments in the value of investments aretaken to realised capital reserves, and unrealised surpluses and deficits on the revaluation of investments aretaken to unrealised capital reserves.

d) Income

Dividends receivable on listed equity shares are brought into account on the ex-dividend date. Dividendsreceivable on unlisted equity shares are brought into account when the Company’s right to receive payment isestablished and there is no reasonable doubt that payment will be received. Fixed returns on non-equity sharesand debt securities are recognised on a time apportionment basis so as to reflect the effective yield, providedthere is no reasonable doubt that payment will be received in due course.

e) Expenses

All expenses (inclusive of VAT where appropriate) are accounted for on an accruals basis. Expenses are chargedwholly to revenue, with the exception of expenses incidental to the acquisition or disposal of an investment, whichare included within the cost of the investment or deducted from the disposal proceeds as appropriate, and withthe exception that 75% of the fees payable to IBIS Private Equity Partners LLP are charged against capital.

f) Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balancesheet date where transactions or events that result in an obligation to pay more, or right to pay less, tax in thefuture have occurred at the balance sheet date. This is subject to deferred tax assets only being recognised if it isconsidered more likely than not that there will be suitable profits from which the future reversal of the underlyingtiming differences can be deducted. Timing differences are differences arising between the Company’s taxableprofits and its results as stated in the financial statements which are capable of reversal in one or moresubsequent periods. Due to the Company’s status as a Venture Capital Trust, and the intention to continuemeeting the conditions required to obtain approval in the foreseeable future, the Company has not provideddeferred tax on any capital gains and losses arising in the revaluation or disposal of investments.

Notes to the Financial Statements

g) Financial instruments

The Company’s financial instruments comprise its investment portfolio and cash balances. The Company holdsfinancial assets that comprise investments in unlisted companies. The fair value is not materially different fromthe carrying value for all financial assets and liabilities.

2. Income2014 2013

£ £

Interest receivable

- from liquidity funds 48 98

- from bank deposits 91 160

- from loan stock 100,574 103,031

- from short term loans 13,094 25,344

- equity dividends 51,520 (600)

165,327 128,033

3. Investment adviser’s fees2014 2013

£ £

IBIS Private Equity Partners LLP 114,769 119,194

114,769 119,194

IBIS Private Equity Partners LLP has been appointed as the Company’s investment adviser. This appointment shallcontinue until terminated by the expiry of not less than twelve months’ notice in writing given by either party to the otherat any time after the third anniversary of the last date on which ordinary shares issued pursuant to the prospectuspublished in February 2006 were admitted to the Official List and to trading on the London Stock Exchange. Thisappointment may also be terminated in circumstances of material breach by either party.

The Investment Adviser receives an annual advisory fee. The fee is payable quarterly in advance, such quarterly fee(exclusive of VAT) being equal to one-quarter of 2.25% of the net asset value of the Company as at the commencementof the quarter but excluding any amount taken into consideration in the calculation of that net asset value which isintended to be distributed to shareholders within that quarter.

The Investment Adviser and each member of the Investment Committee (other than Messrs. Forster and McIntyre whowill benefit through their shareholdings in IBIS Private Equity Partners LLP, the Investment Adviser) will each be entitledto share in a performance related incentive fee equal to 20% of the increase in the Performance Value per ordinaryshare since the close of the Company’s first public offer (“launch”) as now measured by reference to each successiveperiod of six months. No fee will be payable unless two tests are met. First, a performance hurdle must be achievedthat requires the Performance Value per ordinary share to exceed 150 pence and that cumulative cash distributions arenot less than 60 pence per ordinary share. Second, the Performance Value per ordinary share must be higher than thehighest previously recorded Performance Value per ordinary share. These tests are calculated by reference to each ofthe average number of ordinary shares in issue since launch.

Each member of the Investment Committee will be entitled to a 3% share of the performance related incentive fee, savethat the Chairman of the Board will be entitled to a share of 3.5%. The Investment Adviser will be entitled to theremaining 81.5% of the performance related incentive fee.

Total annual running costs have been capped at 3.5% of average net assets (excluding the investment adviser’sperformance related incentive fee, irrecoverable VAT and costs of any significant corporate activity) with any excessbeing borne by the Investment Adviser.


Notes to the Financial Statements (continued)

4. Other expenses2014 2013

£ £

Directors’ remuneration 36,166 47,952

Company secretarial fees 17,050 22,000

Auditor’s fees – audit services 11,650 12,450

Printing & stationery 9,183 8,077

Loan stock interest written off* 190,805 -

Other costs 17,626 15,759

Irrecoverable VAT 13,819 14,361

296,299 120,599

*During the year under review, the company agreed a reorganisation of its investment in Futurelex Limited. As part ofthe reorganisation it was agreed that £190,805 of accrued income from its loan stock holding would be written off.

In the year, investment acquisition costs of £nil (2013: £nil) were incurred.

The Company has no employees.

5. Directors’ and special adviser’s fees2014 2013

£ £

Lucy Macdonald 6,833 8,000

Peter Williams 6,833 8,000

Gary Hughes (special adviser) - 5,333

David Forster - -

Charles McIntyre - -

Amounts paid and payable to third parties for the services of:

Sir Robin Miller 8,834 10,000

Peter English 6,833 8,000

Simon Jamieson 6,833 8,000

36,166 47,333

Employer’s NICs - 619

36,166 47,952

These sums are shown net of irrecoverable VAT as appropriate.

No pension scheme contributions or other retirement benefit contributions were paid. There are no share optioncontracts held by the Directors. Since all of the fee earning Directors are non-executive, the other disclosures requiredby the Listing Rules are not relevant.

6. Tax on ordinary activities

a) Analysis of tax charge2014 2013

£ £

Revenue charge - -

Credited to capital return - -

Current and total tax charge (note (b)) - -



b) Factors affecting tax charge for the year

Total return on ordinary activities before tax 210,118 (1,713,048)

Add: unrealised (gains)/losses (455,859) 1,601,288

Less: non-taxable realised gains - -

Add: transaction costs and investment management expense charged to capital 86,077 89,395

Revenue return on ordinary activities before taxation (159,664) (22,365)

Corporation tax at 21.00% (2013: 21.00%) (33,529) (4,696)

Non-taxable UK dividends (10,819) 126

Non-allowable expenditure - -

Taxation on revenue return - -

Taxation on allowable expenditure charged to capital return (18,076) (18,774)

Unrelieved expenses 18,076 23,344

Utilisation of previous tax losses - -

Credited to capital return - -

Tax charge for year (note (a)) - -

Tax relief relating to investment management fees is allocated between revenue and capital where such relief can beutilised.

No asset or liability has been recognised for deferred tax in relation to capital gains or losses on revaluing investmentsas the Company is exempt from corporation tax in relation to capital gains or losses as a result of qualifying as aventure capital trust.

There is no potential liability to deferred tax (2013: nil). There is no unrecognised deferred tax asset (2013: nil). Thedeferred tax asset relates to prior year unutilised expenses.

7. Dividends paid and proposed2014 2013

£ £

Amounts recognised as distributions to equity holders in the year. 157,964 157,044

The Directors recommend a final dividend of nil per share (2013: 1.5p).

The total dividend payable in respect of the financial year is set out below (based on the number of shares in issue asat the date of this report – 10,800,865 shares).

2014 2013£ £

Proposed final dividend – nil per ordinary share (2013: 1.5p) - 156,059

8. Return per share2014 2013

Revenue Capital Total Revenue Capital Total

Return per ordinary share (1.52)p 3.53p 2.01p (0.22)p (16.61)p (16.83)p

Basic revenue return per share is based on the net revenue loss from ordinary activities after taxation of £(159,664)(2013: £(22,365)) and on 10,470,405 (2013: 10,179,605) ordinary shares, being the weighted average number of sharesin issue during the year. Basic capital return per share is based on the net capital return after taxation of £369,782(2013: £(1,690,683)) and on 10,470,405 (2013: 10,179,605) ordinary shares, being the weighted average number ofshares in issue during the year.


9. Investments

Movements in investments during the year are summarised as follows:

Total£

Book cost at 31 January 2013 7,761,408

Disposals – Proceeds -

– Realisation of prior year losses on liquidation (2,391,619)

Book cost at 31 January 2014 5,369,789

Unrealised losses at 31 January 2013 (2,518,145)

Disposals – Realisation of prior year losses on liquidation 2,391,619

Movement in unrealised gain/losses in the year 455,859

Unrealised gains at 31 January 2014 329,333

Valuation at 31 January 2014 5,699,122

Valuation at 31 January 2013 5,243,263

During the year, the Company incurred disposal transaction costs of £nil; (2013: £nil).

Two of the company’s investments, Skive Creative Limited and Heritage House Limited are in the process of liquidation.The company does not expect to receive any funds as a result of the liquidation and has removed both holdings frominvestments. The value of both holdings had been written down to nil in prior years. As at 31 January 2014, theCompany had no intention to dispose of any of its holdings.

The Company is required to report the category of fair value measurements used in determining the value of itsinvestments, to be disclosed by the source of inputs, using a three-level hierarchy:

Quoted market prices in active markets – “Level 1”

Inputs to Level 1 fair values are quoted prices in active markets for identical assets. An active market is one in whichtransactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis. TheCompany has no investments classified in this category.

Valued using models with significant observable market parameters – “Level 2”

Inputs to Level 2 fair values are inputs other than quoted prices included within Level 1 that are observable for theasset, either directly or indirectly. The Company has no investments classified in this category.

Valued using models with significant unobservable market parameters – “Level 3”

Inputs to Level 3 fair values are unobservable inputs for the asset. Unobservable inputs may have been used tomeasure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there islittle, if any, market activity for the asset at the measurement date (or market information for the inputs to any valuationmodels). As such, unobservable inputs reflect the assumptions the Company considers that market participants woulduse in pricing the asset. The Company’s unquoted equities and loan stock are classified within this category. Asexplained in Note 1, unquoted investments are valued in accordance with the International Private Equity and VentureCapital Valuation Guidelines.

10. Significant interests

As at the balance sheet date and from the dates of making the investments the Company has held 10% or more in theundernoted investments:

PercentageInvestment equity holding

Steel River Media Limited 24.5%

Ginx TV Limited 18.2%

Get Me Media Limited 38.8%

Futurelex Limited 25.0%

Masher Technologies Limited 33.3%

Freshwater UK plc 10.9%


11. Debtors2014 2013

£ £

Amounts falling due within one year:

Accrued interest and other accrued income 232,308 284,685

Prepayments 21,004 20,870

HMRC 5,206 5,206

Get Me Media 75,000 50,000

Investment adviser 19,937 108,988

353,455 469,749

12. Creditors: amounts falling due within one year2014 2013

£ £

Sundry creditors and accruals 121,108 50,765

121,108 50,765

Included in creditors is a balance of £1,275 (2013: £1,997) for the income tax and national insurance contributions (“NICs”)payable in respect of the directors’ remuneration – income tax £1,275 (2013: £1,800) and NICs £nil (2013: £197).

13. Called up share capital2014 2013

£ £

Authorised:

30,000,000 Ordinary Shares of 1p each 300,000 300,000

Allotted, called-up and fully paid:

10,530,981 Ordinary Shares of 1p each (2013: 10,418,745) 105,310 104,187

During the year, the Company:

> issued 479,564 ordinary shares and bought back for cancellation 494,403 ordinary shares as detailed below undera share realisation and reinvestment programme (SRRP) comprising a tender offer and an open offer; and

> issued 127,075 ordinary shares as detailed below under a placing.

Allotted, called up and fully paid:Nominal Consideration

value receivedNo of shares - SRRP £ £

494,403 ordinary shares bought back for cancellation on 2 April 2013 4,944 (292,390)

479,564 ordinary shares issued on 2 April 2013 4,796 292,390

Nominal Considerationvalue received

No of shares - Placing £ £

127,075 ordinary shares issued on 1 August 2013 1,271 75,000



14. ReservesCapital Capital

Share Special reserve reserve Revenuepremium reserve (realised) (unrealised) reserves Total

£ £ £ £ £ £

At 31 January 2013 4,263,728 4,632,445 (363,612) (2,518,145) (200,284) 5,814,132

Share issue 73,877 73,877

Share issue expenses (31,585) (31,585)

Dividend (157,964) (157,964)

Movement in realised reserves (2,477,696) 2,391,619 (86,077)

Movement in unrealised reserves 455,859 455,859

Movement in revenue reserves (159,664) (159,664)

At 31 January 2014 4,306,020 4,474,481 (2,841,308) 329,333 (359,948) 5,908,578

15. Net asset value per share

The net asset value per ordinary share at the year end was as follows:2014 2013

Net asset values attributable Net asset values attributable

Net assets Net assetsNet assets per share Net assets per share

Ordinary shares (basic) £6,013,888 57.11p £5,918,319 56.80p

Net asset value per share is based on net assets at the period end and on 10,530,981 (2013: 10,418,745) ordinaryshares, being the number of shares in issue at the year end.

16. Reconciliation of net return before taxation to net cash outflow from operating activities 2014 2013

£ £

Net revenue before taxation for the period (159,664) (22,365)

Investment adviser’s fees charged to capital (86,077) (89,395)

Decrease/(increase) in debtors 116,294 (47,232)

Increase/(decrease) in creditors and accruals 70,343 (11,416)

Exclude tax-related balances - (2,400)

Exclude share capital balances (75,000) 15,000

Exclude financial investment balances 25,000 (62,695)

Net cash outflow from operating activities (109,104) (220,503)



17. Analysis of changes in net fundsLiquid

Cash funds Total£ £ £

As at 1 February 2013 241,509 14,563 256,072

Cash flows (173,701) 48 (173,653)

As at 31 January 2014 67,808 14,611 82,419

18. Financial instruments

The Company’s financial instruments comprise:

- Equity and fixed-interest investments and units in open-ended investment companies

- Cash balances and liquid resources

Investments are made in a combination of equity and loans. Surplus funds are held on bank deposit or in listed moneymarket instruments. It is not the Company’s policy to trade in financial instruments or derivatives.

Fixed asset investments are valued at fair value. For quoted investments this is bid price. In respect of unquotedinvestments, these are valued by the Directors in accordance with current industry guidelines. Where no reliable fairvalue can be estimated, unquoted investments are carried at cost subject to provision for impairment where necessary.The fair value of all other financial assets and liabilities is represented by their carrying value in the balance sheet.

The Company held the following categories of financial instruments, all of which are included in the balance sheet at fairvalue, at 31 January 2014:

2014 2014 2013 2013(Book cost) (Fair value) (Book cost) (Fair value)

£ £ £ £

Assets at fair value through profit and loss

Investment portfolio 5,369,789 5,699,122 7,761,408 5,243,263

Current investments 14,611 14,611 14,563 14,563

Cash at bank 67,808 67,808 241,509 241,509

Loans and receivables

Accrued income 232,308 232,308 284,685 284,685

Short term loans 75,000 75,000 50,000 50,000

Other debtors 46,147 46,147 185,064 185,064

Other creditors (121,108) (121,108) (50,765) (50,765)

5,684,555 6,013,888 8,436,464 5,918,319

Unquoted investments account for 100% of the investment portfolio (2013: 100%) by value. The investment portfolio hasa 100% concentration of risk towards small UK based, sterling denominated companies and represents 94.77% (2013:88.59%) of net assets at the year end.

Current investments are money market funds which represent 0.24% (2013: 0.25%) of net assets at the year end.

The main risks arising from the Company’s financial instruments are credit risk, market price risk, interest rate risk andliquidity risk. All assets and liabilities are denominated in sterling, hence there is no currency risk.

Credit risk

Credit risk is managed by settling all transactions on the basis of delivery against payment.

Market price risk

The Board manages the market risk inherent in the Company’s portfolio by maintaining an appropriate spread of marketrisk and by ensuring full and timely access to relevant information from the Investment Committee. The Investment



Committee reviews the investment performance and financial results, as well as compliance with the Company’sinvestment objectives. The Board seeks to ensure that an appropriate proportion of the Company’s portfolio is investedin cash and readily realisable securities which are sufficient to meet any funding commitments which may arise. TheCompany does not use derivative instruments to hedge against market risk.

The equity and fixed interest stocks of the Company’s unquoted investee companies are very seldom traded and, assuch, their prices are more uncertain than those of more frequently traded stocks. It is estimated that a 10% fall in thecarrying value of the Company’s unquoted investments would reduce profit before tax for the year and the Company’snet asset value per share by £569,912 and 5p respectively.

Interest rate risk

Some of the Company’s financial assets are interest bearing, some of which are at fixed rates and some at variable. Asa result, the Company is exposed to interest rate risk due to fluctuations in prevailing levels of market interest rates. TheBoard seeks to mitigate this risk through regular monitoring of the Company’s interest bearing investments. TheCompany does not use derivative instruments to hedge against interest rate risk.

As at 31 January 2014, the Company’s financial assets by value, excluding short-term trade debtors and creditors aspermitted by Financial Reporting Standard 25 “Financial Instruments: Disclosure and Presentation”, comprised:

Weighted Weighted average average

Interest interest rate period rateFinancial assets £ % rate % fixed, years

Venture capital investments

Ordinary shares 4,643,290 79.3 n/a n/a n/a

Loan stock (fixed rate) 100,000 1.7 fixed 5 5 years

Loan stock (fixed rate) 50,000 0.8 fixed 10 1 year

Loan stock (fixed rate) 637,500 10.9 fixed 7 1 year

Loan stock (fixed rate) 235,000 4.0 fixed nil 3 years

Loan stock (fixed rate) 33,333 0.6 fixed nil 1 year

Loan stock (fixed rate) 30,000 0.5 fixed 20 n/a

Loan stock (fixed rate) 20,000 0.3 fixed 20 n/a

Loan stock (fixed rate) 25,000 0.4 fixed 12 18 months

Liquidity funds 14,611 0.3 floating 0.4 n/aBank deposits 67,807 1.2 floating 0.1 n/a

5,856,541 100

It is estimated that a one percentage point fall in interest rates would have increased the pre-tax loss for the year by0.05%.

The risk from future fluctuations in interest rate movements should be mitigated by the Company’s intention to completeits investment strategy and to hold a majority of its investments in instruments which are not exposed to market interestrate changes.

Liquidity risk

The investments in equity and fixed interest stocks of unquoted companies that the Company holds are not traded andthus are not readily realisable. At times the Company may be unable to realise its investments at their carrying valuesbecause of an absence of willing buyers. The Company’s ability to sell investments may also be constrained by therequirements set down for VCTs. To counter such liquidity risk, sufficient cash and money market funds are held to meetrunning costs and other commitments. The Company invests its surplus funds in high quality liquidity funds which areall accessible on an immediate basis.


Management of capital

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a goingconcern, satisfy the relevant HMRC requirements and provide at least adequate returns for shareholders.

As a VCT, the Company must have, and must continue to have, within three years of raising its capital at least 70% byvalue of its investments in VCT qualifying holdings which are a relatively high risk asset class of small UK companies. Insatisfying this requirement, the Company’s capital management scope is restricted. Subject to this restriction, theCompany may adjust dividends, return capital to shareholders, issue new shares or sell assets to maintain the level ofliquidity to remain a going concern.

19. Post balance sheet events

On 5 April 2014 the Company allotted 269,884 new shares, raising gross proceeds of £155,000.

As at 30 April 2014, the value of the equity investment in Futurelex was written down from £150,000 to £nil for thereasons given in the Investment Adviser's Review on page 13.

20. Geographical analysis

The operations of the Company are wholly in the United Kingdom.

21. Contingencies, guarantees and financial commitments

There were no contingencies, guarantees or financial commitments of the Company as at 31 January 2014 (2013:None).

22. Transactions with the Investment Adviser

During the year ended 31 January 2014 (year ended 31 January 2013), the Company incurred costs of £123,541(£174,554) (exclusive of VAT) payable to IBIS Private Equity Partners LLP, the Investment Adviser:

> £133,748 (£155,236) as an investment advisory fee;

> £(18,979) (£(36,042)) as a sum recoverable from the Investment Adviser in respect of the cap on the Company’sannual running expenses; and

> £8,772 (£55,360) as a fundraising fee from which IBIS Capital paid the expenses of the offer.

As at 31 January 2014 (31 January 2013), the Investment Adviser owed the Company £18,979 (£36,042) (exclusive ofVAT) in respect of the cap on the Company’s annual running expenses. Under the Company’s agreement with theInvestment Adviser, this sum is paid by deduction from the Investment Adviser’s fee for the year ending 31 January2015 (31 January 2014).

Details of the Investment Adviser’s fee arrangements are given in Note 3.

23. Management of capital

The Board of directors considers the Company’s net assets to be its capital and the Company does not have anyexternally imposed capital requirements.

The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concernin order to provide returns to shareholders.

The requirements of the Venture Capital Trust Regulations and the fact that the Company has a policy of not having anyborrowings, mean that there is limited scope to manage the Company’s capital structure. However, to the extent towhich it is possible, the Company can maintain or adjust its capital structure by adjusting the amount of dividends paidto shareholders, purchasing its own shares or issuing new shares.

There has been no change from the previous year in the objectives, policies or processes for managing capital.



Ordinary Business

1. To receive the Directors’ and theIndependent Auditor’s Reportsand the Company’s financialstatements for the year ended 31January 2014.

2. To approve the Directors’Remuneration Policy.

3. To approve the Directors’Remuneration Report for the yearended 31 January 2014.

4. To re-elect Robin Miller as adirector of the Company.

5. To re-elect Peter English as adirector of the Company.

6. To re-elect Peter Williams as adirector of the Company.

7. To re-elect David Forster as adirector of the Company.

8. To re-elect Charles McIntyre as adirector of the Company.

9. To re-appoint Scott-Moncrieff asauditor of the Company to holdoffice until the conclusion of thenext general meeting at whichaccounts are laid before theCompany.

10. To authorise the Directors to fix theremuneration of the auditor.

11. (i) That the Directors be and arehereby generally andunconditionally authorised inaccordance with section 551of the Companies Act 2006(the “Act”) to exercise all thepowers of the Company toallot relevant securities (asdefined in that section) up toan aggregate nominalamount of £21,061 duringthe period commencing onthe passing of this resolution

and expiring on the earlier ofthe date of the annualgeneral meeting of theCompany to be held in 2015and the date which is 15months after the date onwhich this resolution ispassed (unless the authorityis previously revoked, variedor extended by the Companyin general meeting) but sothat this authority shall allowthe Company to make beforethe expiry of this authorityoffers or agreements whichwould or might requirerelevant securities to beallotted after such expiry; and

(ii) That all previous authoritiesgiven to the Directors inaccordance with section 551of the Act be and they arehereby revoked, providedthat such revocation shall nothave retrospective effect.

Special Resolutions

12. The Directors be and are herebyempowered pursuant to Section570 and 573 of the Act to allot ormake offers or agreements to allotequity securities as defined inSection 560 of the Act for cashpursuant to the authority givenpursuant to Resolution 12 set outin this notice of Annual GeneralMeeting as if section 561(1) of theAct did not apply to suchallotment provided that this powershall expire on the date falling 15months after the date of thepassing of this resolution andprovided further that this powershall be limited to the allotment

and issue of equity securities inconnection with:

(i) the allotment of equitysecurities with an aggregatenominal value of up to butnot exceeding 10% of theissued ordinary share capitalwhere the proceeds of theallotment are to be used inwhole or in part to purchasethe Company’s OrdinaryShares, and

(ii) the allotment of equitysecurities from time to timewith an aggregate nominalvalue of up to but notexceeding 10% of the issuedOrdinary Share capital of theCompany.

13. That the Company be and ishereby generally andunconditionally authorised withinthe meaning of Section 701 of theAct of ordinary shares of 1p eachin the capital of the Company(“Ordinary Shares”) provided that:

(i) The maximum aggregatenumber of Ordinary Shareshereby authorised to bepurchased is an amountequal to 14.99% of theissued ordinary share capitalof the Company from time totime;

(ii) The minimum price whichmay be paid for an OrdinaryShare is 1p per share, thenominal amount thereof;

(iii) The maximum price whichmay be paid for an OrdinaryShare is an amount equal to105% of the average of themiddle market prices shownin the quotations for an

Notice of Annual General Meeting

Notice is hereby given that the eighth annual general meetingof IBIS Media VCT 1 plc will be held at 5.00pm on 2 July 2014at 22 Soho Square, London W1D 4NS for the purpose ofconsidering and, if thought fit, passing the followingResolutions (of which, Resolutions 1 to 12 will be proposedas Ordinary Resolutions and Resolutions 13 and 14 will beproposed as Special Resolutions):

ordinary share in The LondonStock Exchange Daily OfficialList for the five businessdays immediately precedingthe day on which thatordinary share is purchased;

(iv) The authority hereby conferredshall (unless previouslyrenewed or revoked) expireon the earlier of the annualgeneral meeting of theCompany to be held in 2015and the date which is 15months after the date onwhich this resolution ispassed; and

(v) The Company may make acontract or contracts topurchase its own OrdinaryShares under this authoritybefore the expiry of theauthority which will or may beexecuted wholly or partlyafter the expiry of theauthority, and may make apurchase of its own OrdinaryShares in pursuance of anysuch contract or contracts asif the authority conferredhereby had not expired.

By order of the Board

The City Partnership (UK) LimitedSecretary

27 May 2014


1. As a member of the Company, you are entitled toappoint a proxy to exercise all or any of your rights toattend, speak and vote at the meeting and youshould have received a proxy form with this notice ofmeeting. You can appoint a proxy only by using theprocedures set out in these notes and the notes tothe proxy form.

2. A proxy does not need to be a member of theCompany but must attend the meeting to representyou. Details of how to appoint the chairman of themeeting or another person as your proxy using theproxy form are set out in the notes to the proxy form.If you wish your proxy to speak on your behalf at themeeting you will need to appoint your own choice ofproxy (not the chairman) and give your instructionsdirectly to them.

3. You may appoint more than one proxy provided eachproxy is appointed to exercise rights attached todifferent shares. You may not appoint more than oneproxy to exercise rights attached to any one share.

4. If you do not give your proxy an indication of how tovote on any resolution, your proxy will vote or abstainfrom voting at his or her discretion. Your proxy willvote (or abstain from voting) as he or she thinks fit inrelation to any other matter which is put before themeeting.

5. The notes to the proxy form explain how to directyour proxy to vote on each resolution or withholdtheir vote. To appoint a proxy using the proxy form,the form must be:

• completed and signed;

• sent or delivered to Share Registrars Limited,Suite E, First Floor, 9 Lion and Lamb Yard,Farnham, Surrey GU9 7LL or by fax to 01252719232; and

• received by Share Registrars Limited no laterthan 5.00pm on 30 June 2014.

6. In the case of joint holders, where more than one ofthe joint holders purports to appoint a proxy, only theappointment submitted by the most senior holder willbe accepted. Seniority is determined by the order inwhich the names of the joint holders appear in theCompany’s register of members in respect of thejoint holding (the first-named being the most senior).

7. To change your proxy instructions simply submit anew proxy appointment using the method set outabove. Note that the cut-off time for receipt of proxyappointments (see above) also applies in relation toamended instructions; and amended proxyappointment received after the relevant cut-off timewill be discarded. Where you have appointed a proxyusing the hard-copy proxy form and would like tochange the instructions using another hard-copyproxy from, please contact Share Registrars Limited.If you submit more than one valid proxy appointment,the appointment received last before the latest timefor the receipt of proxies will take precedence.

8. In order to revoke a proxy instruction you will need toinform the Company using the following method:

Send a signed hard copy notice clearly stating yourintention to revoke your proxy appointment to ShareRegistrars Limited, Suite E, First Floor, 9 Lion andLamb Yard, Farnham, Surry GU9 7LL. In the case ofa member which is a company, the revocation noticemust be executed under its common seal or signedon its behalf by an officer of the company or anattorney for the company. Any power of attorney orany other authority under which the revocation noticeis signed (or a duly certified copy of such power orauthority) must be included with the revocationnotice.

The revocation notice must be received by ShareRegistrars Limited no later than 5.00pm on 30 June2014. If you attempt to revoke your proxy appointmentbut the revocation is received after the time specifiedthen, subject to the following text, your proxyappointment will remain valid. Appointment of a proxydoes not preclude you from attending the meeting

and voting in person. If you have appointed a proxyand attend the meeting in person, your proxyappointment will automatically be terminated.

9. The Company, pursuant to Regulation 41 of theUncertificated Securities Regulations 2001, specifiesthat only those shareholders registered in the registerof members of the Company as at 5.00pm on 30June 2014 or, in the event that the meeting isadjourned, in the register of members 48 hoursbefore the time of any adjourned meeting, shall beentitled to attend or vote (whether on a show ofhands or on a poll) at the meeting in respect of thenumber of shares registered in their name at thattime. Changes to entries in the register of membersafter 5.00pm on 30 June 2014 or, in the event thatthe meeting is adjourned, in the register of membersless than 48 hours before the time of any adjournedmeeting, shall be disregarded in determining therights of any person to attend or vote at the meeting.

10. Biographical details of the Directors are given onpage 4 of the Annual Report and FinancialStatements

11. The issued share capital of the Company at the dateof this notice is 10,800,865 ordinary shares. The totalnumber of voting rights in the Company is10,800,865.

12. The following documents are available for inspectionat the registered office of the Company:

• The Directors’ letters of appointment

• Register of the Directors’ interests in the sharecapital of the Company.

Notes

Notice of Annual General Meeting (continued)


Form of ProxyIBIS Media VCT 1 plcAnnual General Meeting – 5.00pm on 2 July 2014

Attendance indicationShareholders who intend to attend the annual general meeting are requested to place a tick in the box below in order to assistwith administrative arrangements.I intend to attend the annual general meeting at 5.00pm on 2 July 2014 at 22 Soho Square, London W1D 4NS

Signed: ............................................................................................................................................................................................................................................. Date:..................................................................... 2014

#

I/We.................................................................................................................................................................................................................................................................................................................................................................

(block capitals, please)

of..............................................................................................................................................................................................................................................................................................................................................................................

being a member of IBIS Media VCT 1 plc, hereby appoint (see note 3)

..............................................................................................................................................................................................................................................................................................................................................................................

or failing him/her, the chairman of the meeting to be my/our proxy and vote for me/us on my/our behalf at the annual generalmeeting of the Company to be held at 5.00pm on 2 July 2014, notice of which was sent to shareholders with the annualreport and financial statements for the year ended 31 January 2014, and at any adjournment thereof. The proxy will vote asindicated below in respect of the resolutions set out in the notice of meeting:

No. Resolution For Against Vote withheld

1 To receive the financial statements for the year ended 31 January 2014.

2 To approve the Directors’ Remuneration Policy.

3 To approve the Directors’ Remuneration Report in respect of the year ended 31 January 2014.

4 To re-elect Robin Miller as a director of the Company.

5 To re-elect Peter English as a director of the Company.

6 To re-elect Peter Williams as a director of the Company.

7 To re-elect David Forster as a director of the Company.

8 To re-elect Charles McIntyre as a director of the Company.

9 To reappoint Scott-Moncrieff as independent auditors.

10 To authorise the Directors to fix the remuneration of the independent auditors.

11 To authorise the Directors to allot shares pursuant to Section 551 of the Companies Act 2006.

12 To disapply Section 561(1) of the Companies Act 2006 in relation to the allotment of equity securities.

13 To authorise the Company to make market purchases of ordinary shares in accordance with Section 693(4) of the Companies Act 2006.

Signed: ............................................................................................................................................................................................................................................. Date:..................................................................... 2014


1. As a member of the Company you are entitled toappoint a proxy to exercise all or any of your rights toattend, speak and vote at a general meeting of theCompany. You can only appoint a proxy using theprocedures set out in these notes.

2. Appointment of a proxy does not preclude you fromattending the meeting and voting in person. If youhave appointed a proxy and attend the meeting inperson, your proxy appointment will automatically beterminated.

3. A proxy does not need to be a member of theCompany but must attend the meeting to representyou. To appoint as your proxy a person other than thechairman of the meeting, insert their full name in thespace provided. If you sign and return this proxy formwith no name inserted in the box, the chairman of themeeting will be deemed to be your proxy. Where youappoint as your proxy someone other than thechairman, you are responsible for ensuring that theyattend the meeting and are aware of your votingintentions. If you wish your proxy to make anycomments on your behalf, you will need to appointsomeone other than the chairman and give them therelevant instructions directly.

4. You may appoint more than one proxy provided eachproxy is appointed to exercise rights attached todifferent shares. You may not appoint more than oneproxy to exercise rights attached to any one share.

5. To direct your proxy how to vote on the resolutionsmark the appropriate box with an ‘X’. If no votingindication is given, your proxy will vote or abstain fromvoting at his or her discretion. Your proxy will vote (orabstain from voting) as he or she thinks fit in relationto any other matter which is put before the meeting.

6. To appoint a proxy using this form, the form must be: - completed and signed;- sent or delivered to Share Registrars Limited,

Suite E, First Floor, 9 Lion and Lamb Yard,Farnham, Surrey GU9 7LL or by fax to 01252719232; and

- received by the Company no later than 5.00pmon 30 June 2014.

7. In the case of a member which is a company, thisproxy form must be executed under its common sealor signed on its behalf by an officer of the companyor an attorney for the company.

8. Any power of attorney or any other authority underwhich this proxy form is signed (or a duly certifiedcopy of such power or authority) must be includedwith the proxy form.

9. In the case of joint holders, where more than one ofthe joint holders purports to appoint a proxy, only theappointment submitted by the most senior holder willbe accepted. Seniority is determined by the order inwhich the names of the joint holders appear in theCompany's register of members in respect of the jointholding (the first-named being the most senior).

10. If you submit more than one valid proxy appointment,the appointment received last before the latest timefor the receipt of proxies will take precedence.

11. For details of how to change your proxy instructionsor revoke your proxy appointment see the notes tothe notice of meeting.

12 The “vote withheld” option is provided to enable amember to abstain from voting on the resolution;however, it should be noted that a “vote withheld” isnot a vote in law and will not be counted in thecalculation of the proportion of the votes “for” and“against” the resolution.

Notes

Directors (all non-executive)

Independent

Sir Robin W Miller (Chairman)Peter D EnglishLucy H MacdonaldJohn P WilliamsSimon D A Jamieson

Not independent

David C K ForsterCharles A McIntyre

Corporate Information

All of the registered office andprincipal place of business of IBISMedia VCT 1 plc

22 Soho SquareLondonW1D 4NS

VCT web site: www.ibismediavct.com

Investment AdviserIBIS Private Equity Partners LLP22 Soho SquareLondonW1D 4NS

SecretaryThe City Partnership (UK) LimitedThistle House21 Thistle StreetEdinburghEH2 1DFTelephone: 0131 243 7210

AuditorScott-MoncrieffChartered AccountantsExchange Place 3Semple StreetEdinburghEH3 8BL

BankersBarclays Bank plc1st Floor99 Hatton GardenLondonEC1N 8DN

RegistrarsShare Registrars LimitedSuite E, First Floor9 Lion and Lamb YardFarnhamSurreyGU9 7LL

VCT Status AdviserPricewaterhouseCoopers LLP1 Embankment PlaceLondonWC2N 6RH

IBIS Media VCT 1 plc(incorporated in England and Walesregistration number: 5660269)

Reporting Calendarfor year ending 31 January 2015Results announced:> Interim – August 2014> Annual – May 2015

Annual general meeting: > July 2015

IBIS Media VCT 1 plc22 Soho SquareLondonW1D 4NS

Documents

IBIS Media VCT 1 plc Annual Report & Financial Statements · IBIS’ investment. Since IBIS’ year-end, the Company has written down its equity value in Futurelex from £150,000