Final Results
Foresight 4 VCT PLC
07 June 2006
Foresight 4 VCT plc
Investment Objective
The objective of Foresight 4 VCT plc is to provide private investors with
attractive returns from a portfolio of investments in fast growing unquoted
technology-based companies in the United Kingdom. It is the intention to
maximise the tax-free income available to investors from a combination of
dividends and interest received on investments and the distribution of capital
gains arising from trade sales or flotations.
Summary
- Net asset value per share as at 28 February 2006 was 104.6p (compared to the
equivalent 101.9p as at 28 February 2005 and 102.8p as at 31 August 2005).
- £12,090,000 of new share capital was raised by April 5 2006.
- Three successful realisations were achieved during the year, namely Inca
Digital Printers, Footfall Limited and the sale of The Casella Group's principal
operating subsidiary, Casella Consulting, which together realised £5.875m in
cash, generating profits of £3.045m. Following its sale to Invitrogen in
October 2004, DNA Research Innovations made excellent progress with its earn out
during the year, achieving six of its seven milestones, generating £863,500 in
cash, all profit.
- The Company invested £1,052,000 in follow-on funding rounds in four portfolio
companies, namely Advanced Visual Technology (£200,000 net of a £50,000
repayment), EnSeal Systems (£252,000), OLED-T (£300,000) and Healthgain
(£300,000).
- Five new investments totalling £1.425m were made during the year; £200,000 in
alwaysOn (VOiP telephony services), £200,000 in Covion (facilities management),
£275,000 in Aigis Blast Protection (blast absorbing materials and products),
£250,000 in Infrared Integrated Systems (infrared thermal imaging detectors and
cameras) and £500,000 in Trilogy Broadcast (interoperable audio communications
equipment for security and broadcast applications).
- Reflecting the above successful realisations, an interim dividend of 5p per
share was paid on 30 December 2005 after several years without any dividend
payments. No final dividend is being recommended.
Chairman's Statement
I am pleased to report a year of considerable progress and increased activity
for your Company. Having raised a total of £12,090,000 of new share capital
from March 18 2005 to April 5 2006 (the end of the 2005/2006 tax year), I
believe your Company has now firmly entered a new phase of its life and, with
these new financial resources, can build on the progress made over the last
eighteen months and take advantage of the deal flow being generated by its
Manager, Foresight Venture Partners.
Reflecting three successful realisations, I am pleased to report that a dividend
of 5p per share was paid on 30 December 2005, the first for several years.
Offers for Subscription, Share Consolidation, Change of Chairman
As previously announced, £820,000 was raised in April 2005 through an initial
offer for subscription to existing shareholders. To facilitate a second offer
to the general public the share capital was restructured on 13 May 2005 with
shareholder approval, which resulted in three of ordinary 5p shares being
consolidated into one new ordinary 1p share. This effectively trebled the share
price but, since shareholders then held only one third of their original number
of shares, did not affect the overall value of their shareholdings.
On 23 June 2005, I replaced Roger Brooke as Chairman who remains a director on
the Board.
On 2 September 2005, the second offer was formally announced, comprising a
linked offer for subscription to the investing public with Foresight 3 VCT plc,
another of the five VCTs managed by Foresight Venture Partners. By the closing
date of April 5 2006, both funds had each raised £11,270,000 of new share
capital. These new funds will facilitate further investment and the Company's
ability to implement share buy backs, enhance liquidity in the Company's shares
and spread risk and running costs over a larger asset base while also improving
dividend prospects.
The performances of a number of portfolio companies continue to improve,
reflecting growing demand and strong sales pipelines, for example EQOS and
Adeptra. Through its US partner, Vectorcommand continues to make good progress
in the USA with its leading emergency simulation and training software. After a
difficult period, Nomad Software is now enjoying strong demand for its market
leading debit and prepaid card processing services.
Investment activity
During year to 28 February 2006, £1,052,000 was invested in follow-on funding
rounds in four portfolio companies, namely Advanced Visual Technology (£200,000
net of a £50,000 repayment), EnSeal Systems (£252,000), OLED-T (£300,000) and
Healthgain (£300,000). Advanced Visual Technology continues to win orders from
major retailers in Europe and the USA. In August 2005, OLED-T raised £3.28m of
new share capital through a restructuring to finance the commercialisation of
its promising organic light emitting display materials. OLED displays (Organic
Light Emitting Displays) are forecast to grow rapidly to over 10% of the global
display market by 2010. Having been involved in customer trials for some time,
OLED-T is now well placed to secure substantial licensing deals with major
display screen manufacturers.
Five new investments totalling £1.425m were made during the year, namely:
£200,000 in alwaysOn, a provider of VOiP telephony services to small and medium
sized companies; £200,000 in Covion, a fast growing facilities management group
providing a range of outsourced services to large companies; £275,000 in Aigis
Blast Protection, which develops blast absorbing materials and products using
its proprietary technology; £250,000 in Infrared Integrated Systems, a
manufacturer of infrared arrays and cameras and thermal imaging detectors used
for counting people and security applications; and £500,000 in Trilogy
Broadcast, a designer and manufacturer of interoperable audio communications
equipment for security and broadcast applications.
During the year to 28 February 2006, upward revaluations were made to five
investments totalling £883,000 as a result of improved trading performance.
These included EQOS (£509,000) which continues to win substantial orders for its
highly regarded e-collaboration software from major retailers worldwide, and
Snell & Wilcox (£162,000) reflecting the continuing progress being made in
improving trading and profits. Provisions of £1.59m were made against the
previous valuations of six investments, including £915,000 against EnSeal
Systems, £145,000 against The Casella Group and £200,000 against OLED-T as part
of the above restructuring. Despite gaining several major customers over recent
years, Reqio finally succumbed to continuing slow market uptake for its database
cataloguing software and was placed into administration on 31 August, resulting
in a provision of £37,000.
Realisation activity
In June 2005, INCA Digital Printers was acquired by Dainippon Screen Mfg. Co. of
Kyoto, Japan for £30m in cash, realising £2.3m in cash for Foresight 4,
generating a return of three times the original cost of investment of £756,000.
In May 2005, The Casella Group sold its principal operating subsidiary, Casella
Consulting Limited, one of the UK's leading environmental consultancies, for
£28.8m to Bureau Veritas, a major international environmental consultancy. This
disposal enabled Casella to redeem all its bank borrowings and a significant
part of its shareholder loans, including £746,000 to Foresight 4. In December
2005, Footfall Limited was acquired by Experian, the leading international
consumer information provider with annual sales of $2.5bn, for a cash
consideration in excess of £30m, realising £2.8m in cash for Foresight 4 and
generating a return of 2.2 times the original cost of investment of £1.3m.
The successful sale in October 2004 of DNA Research Innovations to Invitrogen
Corporation of the USA realised £1.4m in cash at completion plus an earn out of
up to a further £1.4m if seven technical milestones were achieved, compared with
the original cost of investment of £1m. Excellent progress was made with DNA
Research's earn out during the year, with six of the seven milestones being
achieved, generating cash receipts of £863,500. Work on the remaining milestone
is progressing satisfactorily and a further payment of £568,000 was released
from escrow during May 2006.
Balance sheet
The net asset value per share as at 28 February 2006 was 104.6p following the
payment of the 5p capital dividend, compared to the equivalent 101.9p as at 28
February 2005 and 102.8p as at 31 August 2005.
Valuation policy
The investments held by the company that are not quoted on AIM, OFEX or the
London Stock Exchange have been valued in accordance with the International
Private Equity and Venture Capital Guidelines developed by, alongside other
organisations, the British Venture Capital Association ('BVCA') under which
investments are valued, as defined in the guidelines, at 'fair value'.
Ordinarily, unquoted investments will be valued at cost for the 12 months
following the date of acquisition as the most suitable approximation of fair
value unless there is an impairment in value during the period. Quoted
investments and investments traded on AIM and OFEX are stated at the bid price
as at 28 February 2006. The move from mid-market prices to bid prices, as a
result of the introduction of new accounting standards, has resulted in a
reduction in net assets at 28 February 2006 of approximately £8,000. The
portfolio valuations are prepared by Foresight Venture Partners and are subject
to approval by the Board.
Dividend
Reflecting substantial cash gains arising during the year from the sale of INCA
Digital Printers, Footfall and earn out payments achieved by DNA Research
Innovations, the Board declared an interim dividend of 5p per share which was
paid on 30 December 2005 to shareholders on the Register of Members on 16
December 2005. However, the Board is not recommending a final dividend for year
to 28 February 2006. The Board would consider paying further dividends as
soon as they considered that the Company had generated sufficient profits and
had sufficient cash resources to meet its projected investment requirements.
Purchase of own shares
It continues to be the Company's policy to consider repurchasing shares when
they become available in order to provide liquidity for the Company's shares.
With sufficient cash resources following the realisations referred to above, the
Company repurchased the equivalent of 681,667 shares at a cost of £605,000
during the year.
Outlook
Reviewing the portfolio as a whole over the year, I am pleased by the overall
improvement in performance, as evidenced by recent realisations, the quality of
new investments made by the Manager, Foresight Venture Partners and improving
prospects of various portfolio companies. I believe the portfolio has the
potential to generate value over time and dividends for shareholders as long as
economic conditions remain benign and capital investment continues at its
present level. Approaches continue to be received from possible purchasers for
various companies in the portfolio which could lead to exits in due course.
Having successfully raised £12.1m of new capital through the offers for
subscription, your Company is now well placed to make further new investments
and I look forward to reporting on further progress in the Summer.
Annual General Meeting
The Company's Annual General Meeting will take place on 4 July 2006. I look
forward to welcoming you at the meeting and I would also like to take this
opportunity to thank all shareholders for their continued support.
Peter Dicks
Chairman
For further information please contact:
Foresight Venture Partners, Tel: 01732 471800
Teather and Greenwood, Tel: 020 7426 9000
Unaudited Income Statement
for the year ended 28 February 2006
2006 2005
(restated)
£'000 £'000
Investment income and deposit interest 158 47
Investment management fees (371) (273)
Other expenses (259) (298)
Unrealised loss on revaluation of investments (1,363) (1,523)
Operating loss (1,835) (2,047)
Gain / (loss) on realisation of investments 3,064 (1,645)
Profit/(loss) on ordinary activities before taxation 1,229 (3,692)
Tax on ordinary activities - -
Profit/(loss) ordinary activities after taxation 1,229 (3,692)
Balance transferred to/(from) reserves 1,229 (3,692)
Earnings per share (restated for the share 9.5p (30.9)p
consolidation)
Statement of Total Recognised Gains and Losses
for the year ended 28 February 2006
2006
£'000
Profit for the year 1,229
Impact of application of new accounting policies (12)
Total recognised gain relating to the year 1,217
All items in the above statement account derive from continuing operations. No
operations were acquired or discontinued in the year.
The Company has only one class of business and derives its income from
investments made in shares, securities and bank deposits. Income from
investments is recognised on an accruals basis.
Unaudited Balance Sheet
at 28 February 2006
2006 2005
(restated)
£'000 £'000
Non-current assets
Assets held at fair value through profit and 9,288 11,467
loss - Investments
Current assets
Debtors 1,575 1,073
Money market and other deposits 4,209 -
Cash 1,611 308
7,395 1,381
Creditors: amounts falling due
within one year (117) (663)
Net current assets 7,278 718
Net assets 16,566 12,185
Capital and reserves
Called-up share capital 158 1,793
Share premium account 2,132 23,581
Capital redemption reserve 1,817 9
Revaluation reserve (8,963) (7,600)
Profit and loss account 21,422 (5,598)
Equity shareholders' funds 16,566 12,185
Net asset value per share 104.6p 101.9p
(restated for 1 for 3 share consolidation)
Unaudited Cashflow Statement
for the year ended 28 February 2006
2006 2005
Cashflow from operating activities £'000 £'000
Investment income received 181 30
Deposit and similar interest received 6 2
Investment management fees paid (259) (350)
Secretarial fees paid (61) (60)
Other cash (payments)/receipts (1,639) 59
Net cash outflow from
operating activities and returns on investment (1,772) (319)
Taxation - -
Financial investment
Purchase of unquoted investments and (2,527) (613)
investments
quoted on AIM
Net proceeds on sale of unquoted investments 5,758 1,479
Net proceeds on deferred consideration 720
Net proceeds on sale of quoted investments 45 -
Repurchase of own shares (513) 25
Net capital inflow from financial investment 3,483 891
Equity dividends paid (690) -
Net cash inflow before financing and liquid
resource management 1,021 572
Management of liquid resources
Loans repaid down - (614)
Movement in money market and other deposits (4,165) -
(4,165) (614)
Financing
Proceeds of fund raisings 4,768 -
Expenses of fund raisings (321) -
4,447 -
Increase/(decrease) in cash 1,303 (42)
Reconciliation of net cashflow to movement
in net cash/(debt)
Increase/(decrease) in cash for the year 1,303 (42)
Net cash/(debt) at start of 308 (264)
year
Loans repaid - 614
Net cash at end of year 1,611 308
Reconciliation of operating loss to net cashflow from operating activities
Operating loss (1,835) (2,047)
Unrealised losses on 1,363 1,523
investments
Increase in creditors 18 1
(Increase)/decrease in (1,318) 204
debtors
Net cash outflow from operating activities (1,772) (319)
Notes
1. The unaudited preliminary results have been prepared on the basis of
accounting policies set out in the statutory accounts of the Company for the
year ended 28 February 2005, except for the changes noted below:
The Company has taken advantage of the exemptions conferred by S.229(2) and
S.229(3)(c) of the Companies Act 1985 from consolidating EnSeal Systems Limited
as the value of the company is immaterial to Foresight 4 VCT plc, an investment
where Foresight 4 VCT plc holds in excess of 50% of the share capital.
The accounts to 28 February 2005 have been restated to reflect the changes in
presentation and measurement following the introduction of Financial Reporting
Standards ('FRS') 25 and FRS 26.
FRS 25 Financial Instruments: Disclosure and Presentation; and FRS 26 Financial
instruments: Measurement
All investments held by the Company are classified as 'fair value through profit
and loss'. For investments actively traded in organised financial markets, fair
value is generally determined by reference to Stock Exchange market quoted bid
prices at the close of business on the balance sheet date. Previously all listed
investments were valued using closing mid-market prices at the balance sheet
date.
The transaction costs incurred when purchasing assets are now written off to the
income statement in the period they occur.
Unquoted investments have been valued in accordance with the International
Private Equity and Venture Capital Valuation guidelines. Quoted investments are
stated at bid prices.
2. These are not statutory accounts in accordance with section 240 of the
Companies Act 1985 and are unaudited. The full audited accounts for the year
ended 28 February 2005, which were unqualified, have been lodged with the
Registrar of Companies. No statutory accounts in respect of any period after 28
February 2005 have been reported on by the Company's auditors or delivered to
the Registrar of Companies.
3. Copies of the Annual Report will be sent to shareholders and will be
available for inspection at the Registered Office of the Company at Swiss Life
House, South Park, Sevenoaks, Kent TN13 1DU.
4. Number of shares in issue 15,840,149 (2004: 35,862,753).
5. Post Balance Sheet Events
The joint offer for subscription with Foresight 3 VCT plc closed on 5 April 2006
having raised an additional £7.4 million post year-end. This took the total
raised by Foresight 4 VCT plc to £11.3 million.
This information is provided by RNS
The company news service from the London Stock Exchange