Interim Results

Baronsmead VCT 2 PLC 16 November 2004 To: RNS From: Baronsmead VCT 2 plc Date: 16 November 2004 Interim Results - For the six months ended 30 September 2004 • NAV per ordinary share increased by 1.0% from 101.88p to 102.93p before deduction of dividends • After dividends of 2.3p per ordinary share, NAV per ordinary share was 100.63p • NAV total return since launch in 1998 is 45.1% which compares with a fall of 3.6% in the FTSE All-Share total return over the same period • £3.8 million was invested in 10 new qualifying companies taking the total portfolio to 63 companies • C share prospectus was issued in September 2004 to raise up to £20 million and, as at 15 November 2004, £9.7 million had been raised. Performance review During the six months to 30 September 2004, the Net Asset Value per ordinary share increased by 1.0% from 101.88p to 102.93p before paying an interim dividend of 2.3p per share. This will be paid on 16 December 2004 and consists of 0.8p per share from net revenue and 1.5p distributed from capital profits realised primarily from the sale of shares in SDL and Inter Link Foods. The FTSE All-Share Index (total return) increased 5.1% over the same period. Baronsmead VCT 2 has now generated a total return of 45.1% for founder shareholders who invested in 1998 (assuming dividends of 31.2p were reinvested and added to the change in NAV). Over the same period the FTSE All-Share Index (total return) has fallen by 3.6%. If the VCT tax reliefs on subscription were taken into account the total return for shareholders would be significantly higher. Good initial progress has been achieved and £9.7 million had been raised by 15 November 2004 under the C share offer to raise up to £20 million, which is set to close on 28 January 2005 unless fully subscribed beforehand. This new capital could expand the capital base of the Company to over £60 million and allow an increased spread across a larger number of investments and the business cycle. Investment portfolio The overall health of the portfolio remains sound as judged by the trend in the profitability of these companies. The percentage of companies experiencing either increased or steady profits was 83%, which is marginally ahead of the position at March 2004. Investment of £3.8 million was made in the period across ten new investee companies of which four were unquoted and the balance were AIM-traded. Investment in three existing companies totalled £0.4 million. Following the active sale of unquoted companies in 2003, the Manager took the opportunity to sell the shares in SDL and three AIM shareholdings. The sale of these investments realised profits of £820,000 and represented a return of 2.6 times original cost. The portfolio totalled 63 investee companies at 30 September 2004 and qualifying shareholdings represented some 85% of the capital raised prior to 31 March 2002 comfortably exceeding the 70% required by VCT legislation. The strongest advances in unquoted valuations came from the investments in Americana, RLA Media, Brownsword and AssA while provisions increased for Spaform and Hawksmere. Job Opportunities was placed into administration in July 2004 and BodyCare was sold after the period end at a loss. Outlook Although a significant amount of new capital is being raised by other VCTs, the family of four Baronsmead VCTs is well placed to compete for attractive unquoted and AIM propositions. By co-investing together and also at times with other institutional clients of ISIS Equity Partners, Baronsmead VCT 2 is able to focus on larger unquoted transactions. Similarly Baronsmead VCT 2 can also co-invest into individual AIM investments thereby making it a more significant institutional shareholder. Baronsmead VCT 2 is likely to become the largest VCT in the market if the C share offer is fully subscribed and the Manager has one of the largest private equity teams in the VCT sector. This makes us a key source of capital for companies seeking finance in our specialist sectors and further strengthens the quality of our deal flow. We are well on the way to creating a portfolio of 80 unquoted and AIM-traded companies. Enquiries: David Thorp 0207 506 1100, ISIS Equity Partners plc Robert Coulter 0131 465 1000, F&C Asset Management plc Unaudited Profit and Loss Account of the Company For the six months to 30 September 2004 2004 2004 2004 Revenue Capital Total £'000 £'000 £'000 Losses on realisation of investments - (828) (828) Income 679 - 679 Investment management fee (114) (344) (458) Other expenses (147) - (147) ---------- ----------- ----------- Profit/(loss) on ordinary activities before taxation 418 (1,172) (754) Taxation on ordinary activities (55) 55 - ---------- ----------- ----------- Profit/(loss) on ordinary activities after taxation 363 (1,117) (754) Dividends paid (337) (632) (969) ----------- ----------- ----------- Retained profit/(loss) transferred to/(from) reserves 26 (1,749) (1,723) ---------- ---------- ----------- Earnings/(loss) per ordinary share 0.86p (2.65)p (1.79)p ______ _____ _____ Unaudited Statement of Total Recognised Gains and Losses 2004 2004 2004 Revenue Capital Total £'000 £'000 £'000 Profit/(loss) on ordinary activities after taxation 363 (1,117) (754) Unrealised gain on revaluation of investments - 1,086 1,086 ---------- ----------- ----------- Total recognised gain/(loss) during the period 363 (31) 332 ---------- ----------- ----------- Total recognised gain/(loss) per ordinary share 0.86p (0.07)p 0.79p ______ ______ ______ Unaudited Profit and Loss Account of the Company For the six months to 30 September 2003 2003 2003 2003 Revenue Capital Total £'000 £'000 £'000 Gains on realisation of investments - 855 855 Income 566 - 566 Investment management fee (94) (281) (375) Other expenses (129) - (129) ---------- ----------- ----------- Profit on ordinary activities before taxation 343 574 917 Taxation on ordinary activities (64) 64 - ---------- ----------- ----------- Profit on ordinary activities after taxation 279 638 917 Dividends paid (246) (2,166) (2,412) ----------- ----------- ----------- Retained profit/(loss) transferred to/(from) reserves 33 (1,528) (1,495) ---------- ---------- ----------- Earnings per ordinary share 0.68p 1.55p 2.23p ______ _____ _____ Unaudited Statement of Total Recognised Gains and Losses 2003 2003 2003 Revenue Capital Total £'000 £'000 £'000 Profit on ordinary activities after taxation 279 638 917 Unrealised gain on revaluation of investments - 3,614 3,614 ---------- ----------- ----------- Total recognised gain during the period 279 4,252 4,531 ---------- ----------- ----------- Total recognised gain per ordinary share 0.68p 10.34p 11.02p ______ ______ ______ Audited Profit and Loss Account of the Company For the year ended 31 March 2004 2004 2004 2004 Revenue Capital Total £'000 £'000 £'000 Gains on realisation of investments - 1,920 1,920 Income 1,256 - 1,256 Investment management fee (195) (583) (778) Other expenses (284) - (284) ---------- ----------- ----------- Profit on ordinary activities before taxation 777 1,337 2,114 Taxation on ordinary activities (131) 132 1 ---------- ----------- ----------- Profit on ordinary activities after taxation 646 1,469 2,115 Dividends paid (492) (2,984) (3,476) ----------- ----------- ----------- Retained profit/(loss) transferred to/(from) reserves 154 (1,515) (1,361) ---------- ---------- ----------- Earnings per ordinary share 1.58p 3.58p 5.16p ______ _____ _____ Audited Statement of Total Recognised Gains and Losses 2004 2004 2004 Revenue Capital Total £'000 £'000 £'000 Profit on ordinary activities after taxation 646 1,469 2,115 Unrealised gain on revaluation of investments - 6,306 6,306 ---------- ----------- ----------- Total recognised gain during the year 646 7,775 8,421 ---------- ----------- ----------- Total recognised gain per ordinary share 1.58p 18.96p 20.54p Unaudited Balance Sheet As at As at As at 30 September 30 September 31 March 2004 2003 2004* £'000 £'000 £'000 Fixed Assets Listed investments - 560 476 Unquoted investments 21,055 13,200 18,986 Quoted on the Alternative Investment Market 14,287 10,625 13,004 Quoted on OFEX 105 299 94 Listed fixed interest investments 6,028 5,039 4,174 ______ ______ ______ 41,475 29,723 36,734 Net current assets 926 9,176 4,909 ______ ______ ______ Net assets 42,401 38,899 41,643 ______ ______ ______ Financed by Equity shareholders' funds 42,401 38,899 41,643 ______ ______ ______ Net asset value per ordinary share 100.63p 94.90p 101.88p Ordinary shares in issue 42,133,617 40,989,300 40,874,019 *These figures have been audited. Summarised Unaudited Statement of Cash Flows Six months to Six months to Year to 30 September 30 September 31 March 2004 2003 2004* £'000 £'000 £'000 Net cash (outflow)/inflow from operating activities (101) 137 377 Taxation - - (163) Capital expenditure and financial investment (4,483) 1,391 (1,750) Equity dividends paid - (1,920) (3,476) Net cash outflow before financing (4,584) (392) (5,012) Financing 1,513 164 (21) Decrease in cash (3,071) (228) (5,033) Reconciliation of net cash flow to movement in net cash Decrease in cash (3,071) (228) (5,033) Net cash at 1 April 4,856 9,889 9,889 Net cash at 30 September/31 March 1,785 9,661 4,856 Reconciliation of operating profit to net cash flow from operating activities Net return before finance costs and taxation (754) 917 2,114 Profit/(loss) on realisation of investments 828 (855) (1,920) Changes in working capital and other non-cash (175) 75 183 items Net cash flow from operating activities (101) 137 377 *These figures have been audited. Notes 1. The unaudited interim results have been prepared on the basis of the accounting policies set out in the statutory accounts of the Company for the year ended 31 March 2004. Unquoted investments have been valued in accordance with BVCA guidelines. Quoted investments are stated at middle market prices in accordance with Generally Accepted Accounting Practice. 2. Earnings for the period should not be taken as a guide to the results of the full year. 3. Return per ordinary share is based on a weighted average of 42,077,838 ordinary shares in issue (31 March 2004 - 40,996,280, 30 September 2003 - 41,101,147). 4. During the six months ended 30 September 2004 the Company issued 1,744,598 ordinary shares and bought for cancellation 485,000 ordinary shares at a cost of £441,000. There were 42,133,617 ordinary shares in issue at 30 September 2004 (31 March 2004 - 40,874,019, 30 September 2003 - 40,989,300). 5. The interim dividend of 2.3p per ordinary share will be paid on 16 December 2004 to shareholders on the register on 26 November 2004. 6. These are not statutory accounts in terms of Section 240 of the Companies Act 1985 and are unaudited. The full audited accounts for the year ended 31 March 2004, which were unqualified, have been lodged with the Registrar of Companies. No statutory accounts in respect of any period after 31 March 2004 have been reported on by the Company's auditors or delivered to the Registrar of Companies. 7. Copies of the Interim Report, which have been reviewed by the Company's auditors, will be mailed to shareholders and will be available from the Registered Office of the Company at Exchange House, Primrose Street, London EC2A 2NY. 8. Since the period end, as at 15 November 2004, £9.7m had been raised under the current offer for subscription of up to 20,000,000 shares, which is set to close on 28 January 2005 unless fully subscribed beforehand. 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