FORESIGHT 4 VCT PLC
Summary
· Diversified portfolio of 28 actively managed companies
· Foresight 4 VCT plc successfully merged with Foresight 3 VCT plc on 22 June 2017
· Total net assets increased to £67.2 million, from £42.2 million as at 31 March 2017
Chairman's Statement
Successful Merger with Foresight 3 VCT plc
The merger of Foresight 4 VCT plc and Foresight 3 VCT plc became effective on 22 June 2017 following approval from the Shareholders of both companies.
The merger has created a larger, more diversified portfolio facilitating risk management, cost savings and administrative efficiencies. The annual management fee has reduced from 2.25% to 2.0% of net assets and the annual expenses cap has reduced from 3.5% to 2.95% of net assets.
The increased scale of the Company also gives it the critical mass to better generate sufficient income and realisations to meet the Board's expectations of achieving its dividend target of 5% per annum, as well as maintaining a regular programme of share buybacks aimed at maintaining an initial discount to NAV in the region of 10%.
Special Dividend
On 12 July 2017 a 4.0p per share dividend, which was conditional on the merger becoming effective, was paid to all Shareholders of the enlarged entity as at 30 June 2017.
Having completed the merger and paid the special dividend, the Company now has net assets over £67 million.
Top-up Share Issues and Share Buy-backs
On 21 July 2017, a Tender Offer of up to £5 million was launched, providing investors with an opportunity to sell their shares back to the company at a discount to NAV of 7.5%. This took place on 22 September for 7,813,537 shares at 63.99p. A share buyback took place on 17 August 2017 with 500,000 shares bought back at 62.0p per share. Further buybacks took place on 28 September 2017 (187,600 shares at 62.25p) and 29 September 2017 (365,564 shares at 62.25p).
The Board expects to be able to implement a series of further share buybacks to enable the enlarged VCT to achieve its target discount to NAV. It remains the Board's intention subject to cash availability and underlying performance to provide a potential exit event via an additional Tender Offer in summer 2018 on similar terms as in 2017, namely a target discount of 7.5% for up to £5m of shares.
Fundraising
The Company is currently seeking to raise up to £50 million through the issue of new shares, through an offer for subscription, which will close on 30 April 2018. This will provide existing Shareholders and new investors with the opportunity to invest in the Company and benefit from the tax reliefs available to qualifying investors. As at 30 November 2017, £7.0 million had been raised.
Funds raised under the offer will allow the Company to take advantage of further attractive investment opportunities and increase portfolio diversification in line with the ongoing strategy of the Company.
Full details of the offer can be found in the Prospectus issued by the Company on 19 May 2017, which is also available on Foresight's website.
Board Composition
With effect from 22 June 2017, I was appointed Chairman of Foresight 4 VCT plc. My appointment was made following the approval of the merger and at the same time Peter Dicks retired from the board.
Performance
During the period, the net asset value total return per Ordinary Share decreased by 0.1% to 73.4p from 73.5p, but this is an increase from 72.9p at the merger.
At the year end the Company held 28 investments with carrying values in UK based businesses across a wide range of sectors. The performance of the portfolio has been steady during the period, with a small increase of £0.9 million in value. Positive progress made by companies including Ixaris, Thermotech Solutions and TFC Europe has been offset by lower valuations for CoGen and Datapath, as detailed in the Investment Manager's Review and Top Ten Investment sections of this report.
The Company had limited liquidity available during much of the period and no new investments were completed. One follow-on investment of £674,168 was made in molecular diagnostics business Biofortuna. The Investment Manager, Foresight Group, continues to see a strong pipeline of potential investments sourced through its regional networks and well-developed relationships with advisors and the SME community. Assuming the fund raising launched in May 2017 is successful, the Company expects to be in a position to fully exploit these attractive investment opportunities.
In the period to 30 September 2017, six realisations took place, generating total proceeds of £8.7 million. Notably, Blackstar Amplification and The Bunker Secure Hosting were sold, both for more than twice the money originally invested, realising a combined total of £6.0 million. During the period the Manager has supported and worked with the management teams of the investee companies to maximise value for shareholders. The Board believes that the re-focused portfolio now provides a solid platform to deliver growth, underpin potential future dividends and enhance Shareholder returns.
Further information on the investment portfolio is included within the Investment Manager's Report.
Shareholder Communication
As part of its commitment to high quality investor communication, the Fund Manager, Foresight Group, will be holding a minimum of two Investor Forum events in 2018. They are a great opportunity to meet some of the people that manage the VCT and to hear from investee companies. Invites will be sent to shareholders early in the new tax year and you are encouraged to reply promptly, as these events are popular. Investors can view the presentation slides from the last Investor Forum, held on 24 October 2017, at www.foresightgroup.eu/retail-investors/vct/vct-investor-forums.
The Manager was also pleased to welcome shareholders to the Company's Annual General Meeting on 28 September 2017, at which both Michael Gray and I were re-elected to the Board
Outlook
Over the last year, the Board believes that the Company has demonstrated the benefits of the Manager's portfolio management actions, with improving performance driving value. We believe the Company is now well positioned to build on this momentum.
Headway has been made in reducing the discount to NAV during the period under review, with the discount dropping to 10%. However, further progress is required.
Facilitated by the merger with Foresight 3 VCT plc and the liquidity expected to be provided by the issue of new shares, the Company should be able to capitalise on the strong pipeline of investment opportunities that the Manager continues to see in smaller, growth businesses across the UK.
Raymond Abbott
Chairman
30 November 2017
Investment Manager's Report
Portfolio Summary
As at 30 September 2017 the Company's portfolio comprised 28 actively managed investments with a total cost of £45.7 million and a valuation of £64.6 million. The portfolio is diversified by sector, transaction type, and maturity profile.
Portfolio review
1. New investments
Excluding the purchase of Foresight 3 VCT's holdings, no investments in new companies were made during the six months to 30 September 2017.
2. Follow-on funding
One follow-on was made during the period. In July 2017, a further investment of £674,168 was invested in molecular diagnostics business Biofortuna, bringing the Company's total investment to £2,729,216. This additional capital was provided to support the development of blood typing products.
Company | £ |
Biofortuna Limited | 674,168 |
Total | 674,168 |
3.Pipeline
Through the offer of subscription launched on 19 May 2017, which has raised £7.0 million to date, the Company is now well positioned to pursue the potential investment opportunities in the manager's pipeline.
Foresight continues to work hard generating high quality SME deal flow across the UK. Foresight's strategy is focused on building relationships with advisors and professional service firms, attending and organising networking events as well as approaching businesses directly. This has been bolstered through the recent recruitment of Matthew Evans-Young, previously at Synova Capital and KPMG, as an Origination Manager. Matthew will lead on the establishment of a dedicated direct origination practice within Foresight's private equity team. The aim of this initiative is to deliver proprietary, off-market deals, through a proactive and structured approach, which will complement the existing intermediary network of the wider team.
At 30 September 2017, the Company had cash in hand of £2.8 million, which together with proceeds received from recent realisations and the offer for subscription, will be used to fund new and follow-on investments, buybacks and running expenses.
4.Exits and realisations
Total proceeds of £8,689,222 were generated during the period from the disposal of six investments, notably Blackstar and The Bunker which returned £5,998,271 between them.
Blackstar Amplification
In July 2017, the Company successfully exited its investment in Northampton-based designer and manufacturer of innovative guitar amplifiers Blackstar Amplification generating a return of c.2x cost. Under the Company's ownership Blackstar expanded internationally, more than doubled turnover, established itself as the number two amplifier brand in the UK and USA and broadened its product catalogue.
The Bunker Secure Hosting
In July 2017, The Bunker Secure Hosting, provider of IT infrastructure platforms, was sold to Palatine Private Equity for a return of 2.44x cost. Having first invested in May 2006, the growth capital provided by the Company was used to scale The Bunker's data storage facilities. Under the Company's ownership, the business grew annual revenues to in excess of £9 million compared to £1.8 million at investment, having built an expert reputation in the specialist FinTech space.
Autologic
In addition, in September 2017, the sale of Autologic's operating subsidiaries was agreed with Opus Group AB, a Swedish company which provides vehicle environmental and safety testing services globally. Although the value of this realisation was in line with the reduced valuation, the sale takes total overall returns on this investment to 4.6x initial cost, including the partial sale of the investment to a mid-market private equity firm in 2012.
Zoo Digital
The full disposal of AIM-listed Zoo Digital, which supplies software and services for authored content (e.g. DVD, Blu-ray, iTunes media), was completed on 5 April 2017 for £139,322.
Mpl Systems
In August 2017, the Company also exited its investment in leading provider of customer and field service technology mplsystems (previously The Message Pad), generating proceeds of £1,921,835.
Foresight continues to engage with a range of potential acquirers of several portfolio companies, with demand for these high growth businesses demonstrated by both private equity and trade buyers.
Disposals in the period ended 30 September 2017
Company | Detail | Original Cost/ Take-On Value £'000 * | Proceeds on exit £'000 * | Gain/(loss) £'000 * | Valuation at 31 March 2017 £'000 * |
The Bunker Secure Hosting Limited | Full disposal | 2,567 | 4,431 | 1,864 | 4,484 |
Mplsystems Limited | Full disposal | 1,889 | 1,922 | 33 | 1,743 |
Blackstar Amplification Holdings Limited | Full disposal | 1,000 | 1,567 | 567 | 1,536 |
Autologic Diagnostics Group Limited | Partial disposal | 626 | 626 | - | 626 |
Zoo Digital Group plc | Full disposal | 451 | 139 | (312) | 143 |
Quantel Holdings (2010) Limited | Full disposal | 236 | 4 | (232) | 4 |
Abacus Wood Limited | Dissolved | 656 | - | (656) | - |
Global Immersion Limited | Dissolved | 532 | - | (532) | - |
Total | 7,957 | 8,689 | 732 | 8,536 |
* Based on Foresight 3 VCT plc and Foresight 4 VCT plc merged figures.
There are no post period end disposals to report.
5. Key Portfolio Developments
Excluding the impact of the merger, the valuation of the portfolio has shown a small upwards movement of c.£0.9 million over the last six months. Material changes in valuation, defined as increasing or decreasing by £0.5 million or more since 31 March 2017, are detailed below. Updates on these companies are included in the Top Ten Investments section on the next page, except for Thermotech Solutions, Aerospace Tooling and Sindicatum Carbon Capital.
Thermotech Solutions' fair value has increased reflecting positive performance and a confident outlook. Its pipeline for providing facilities management including air conditioning and fire sprinkler systems, for a mixture of retailers, restaurants, office developments and public-sector clients.
Aerospace Tooling's higher valuation has been driven by the continuing growth of its turbine component repair services with key industrial customers, as well as a major new domestic aerospace customer secured in 2017.
The valuation of Sindicatum Carbon Capital, which develops clean energy investment projects principally in Asia, has been reduced in line with a recent company transaction.
Company | Basis of Valuation | Valuation Change (£) |
Ixaris Systems Limited | Discounted revenue multiple | 3,095,581 |
Thermotech Solutions Limited | Discounted earnings multiple | 820,763 |
TFC Europe Limited | Discounted earnings multiple | 769,375 |
Aerospace Tooling Corporation Limited | Discounted earnings multiple | 622,991 |
Sindicatum Carbon Capital Limited | Price of recent funding round less impairment | (553,725) |
Procam Television Holdings Limited | Discounted earnings multiple | (785,888) |
CoGen UK Limited | Discounted cashflow | (1,077,941) |
Datapath Group Limited | Discounted earnings multiple | (2,465,045) |
6. Outlook
Whilst there remains a significant amount of uncertainty as to how the UK will be affected by its exit from the European Union, Foresight Group continues to see a strong pipeline of interesting investment opportunities and inbound interest from potential acquirers for portfolio companies.
In the Autumn Budget 2017 the Government announced an action plan to unlock over £20 billion of patient capital investment in innovative companies with the opportunity for growth. The Government's response to the Patient Capital Review recognises the positive role that VCTs play in providing long-term patient capital. The proposed adjustments to the VCT scheme rules fall within the Fund's existing investment strategy.
Foresight will continue to monitor and adapt to market and regulatory changes to ensure the Company and its portfolio is well-placed to deliver returns to its investors.
Russell Healey
Partner and Head of Private Equity
Foresight Group
30 November 2017
Unaudited Half-Yearly Results and Responsibility Statements
Principal Risks and uncertainties
The principal risks faced by the Company can be divided into various areas as follows:
The Board reported on the principal risks and uncertainties faced by the Company in the Annual Report and Accounts for the year ended 31 March 2017. A detailed explanation can be found on page 30 of the Annual Report and Accounts which is available on Foresight's website www.foresightgroup.eu or by writing to Foresight Group at The Shard, 32 London Bridge Street, London, SE1 9SG.
In the view of the Board, there have been no changes to the fundamental nature of these risks since the previous report and these principal risks and uncertainties are equally applicable to the remaining six months of the financial year as they were to the six months under review.
Directors' responsibility statement
The Disclosure and Transparency Rules ('DTR') of the UK Listing Authority require the Directors to confirm their responsibilities in relation to the preparation and publication of the Interim Report and financial statements.
The Directors confirm to the best of their knowledge that:
Going concern
The Company's business activities, together with the factors likely to affect its future development, performance and position, are set out in the Strategic Report of the Annual Report. The financial position of the Company, its cash flows, liquidity position and borrowing facilities are described in the Chairman's Statement, Strategic Report and Notes to the Accounts of the 31 March
2017 Annual Report. In addition, the Annual Report includes the Company's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments; and its exposures to credit risk and liquidity risk.
The Company has considerable financial resources together with investments and income generated therefrom across a variety of industries and sectors. As a consequence, the Directors believe that the Company is well placed to manage its business risks successfully.
The Directors have reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
The Half-Yearly Financial Report has not been audited nor reviewed by the auditors.
On behalf of the Board
Raymond Abbott
Chairman
30 November 2017
Unaudited Income Statement
for the six months ended 30 September 2017
Six months ended | Six months ended | Year ended | |||||||
30 September 2017 | 30 September 2016 | 31 March 2017 | |||||||
(unaudited) | (unaudited) | (audited) | |||||||
Revenue | Capital | Total | Revenue | Capital | Total | Revenue | Capital | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Investment holding gains | - | 190 | 190 | - | (3,901) | (3,901) | - | 8,728 | (8,728) |
Realised gains/(losses) on investments | - | 738 | 738 | - | 5,555 | 5,555 | - | (5,941) | (5,941) |
Income | 78 | - | 78 | 316 | - | 316 | 383 | - | 383 |
Investment management fees | (160) | (481) | (641) | (112) | (338) | (450) | (229) | (686) | (915) |
Other expenses | (585) | - | (585) | (183) | - | (183) | (424) | - | (424) |
(Loss)/return on ordinary activities before taxation | (667) | 447 | (220) | 21 | 1,316 | 1,337 | (270) | 2,101 | 1,831 |
Taxation | - | - | - | (4) | 4 | - | - | - | - |
(Loss)/return on ordinary activities after taxation | (667) | 447 | (220) | 17 | 1,320 | 1,337 | (270) | 2,101 | 1,831 |
(Loss)/return per share: | |||||||||
Ordinary Share | (0.8)p | 0.5p | (0.3)p | 0.0p | 2.3p | 2.3p | (0.6)p | 3.7p | 3.1p |
The total column of this statement is the profit and loss account of the Company and the revenue and capital columns represent supplementary information.
All revenue and capital items in the above Income Statement are derived from continuing operations. No operations were acquired or discontinued in the period.
The Company has no recognised gains or losses other than those shown above, therefore no separate statement of total recognised gains and losses has been presented
Unaudited Balance Sheet
at 30 September 2017
Registered Number: 03506579 | |||
As at | As at | As at | |
30 September 2017 | 30 September 2016 | 31 March 2017 | |
(unaudited) | (unaudited) | (audited) | |
£'000 | £'000 | £'000 | |
Fixed assets | |||
Investments held at fair value through profit or loss | 64,593 | 39,410 | 40,463 |
Current assets | |||
Debtors | 450 | 888 | 151 |
Money market securities and other deposits | 2,089 | 1,236 | 838 |
Cash | 695 | 193 | 790 |
3,234 | 2,317 | 1,779 | |
Creditors | |||
Amounts falling due within one year | (602) | (49) | (83) |
Net current assets | 2,632 | 2,268 | 1,696 |
Net assets | 67,225 | 41,678 | 42,159 |
Capital and reserves | |||
Called-up share capital | 968 | 574 | 574 |
Share premium | 39,854 | 5,125 | 5,112 |
Capital redemption reserve | 354 | 265 | 265 |
Profit and loss account | 26,049 | 35,714 | 36,208 |
Equity shareholders' funds | 67,225 | 41,678 | 42,159 |
Net asset value per share: | |||
Ordinary Share | 69.4p | 72.6p | 73.5p |
The figures as at 30 September 2017 are post the merger with Foresight 3 VCT plc.
Unaudited Reconciliation of Movements in Shareholders' Funds
for the six months ended 30 September 2017
Called-up share capital | Share premium account | Capital redemption reserve | Profit and loss account | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | |
As at 1 April 2017 | 574 | 5,112 | 265 | 36,208 | 42,159 |
Share issues in the period | 483 | 34,759 | - | - | 35,242 |
Expenses in relation to previous years share issues* | - | (17) | - | - | (17) |
Repurchase of shares | (89) | - | 89 | (5,654) | (5,654) |
Expenses in relation to tender offer | - | - | - | (56) | (56) |
Dividends | - | - | - | (4,229) | (4,229) |
Loss for the period | - | - | - | (220) | (220) |
As at 30 September 2017 | 968 | 39,854 | 354 | 26,049 | 67,225 |
* Trail commission payable to financial advisors
Unaudited Cash Flow Statement
for the six months ended 30 September 2017
Six months ended | Six months ended | Year ended | |
30 September 2017 | 30 September 2016 | 31 March 2017 | |
(unaudited) | (unaudited) | (audited) | |
£'000 | £'000 | £'000 | |
Cash flow from operating activities | |||
Investment income received | 192 | 300 | 553 |
Dividends received from investments | 8 | 8 | 10 |
Deposit and similar interest received | 1 | - | 4 |
Investment management fees paid | (633) | (453) | (915) |
Secretarial fees paid | (81) | (78) | (157) |
Other cash payments | (640) | (162) | (284) |
Net cash (outflow)/inflow from operating activities and returns on investment | (1,153) | (385) | (789) |
Returns on investment and servicing of finance | |||
Purchase of unquoted investments | (674) | (989) | (189) |
Net proceeds on sale of investments | 8,689 | 1,047 | 357 |
Net proceeds on deferred consideration | 6 | 1 | 509 |
Net capital inflow/(outflow) from investing activities | 8,021 | 59 | 677 |
Equity dividends paid | (4,229) | - | - |
Management of liquid resources | |||
Movement in money market funds | (1,251) | 537 | 935 |
(1,251) | 537 | 935 | |
Financing | |||
Proceeds of fund raising | - | - | - |
Expenses of fund raising | (17) | (22) | (35) |
Repurchase of own shares | (5,310) | (58) | (60) |
Proceeds of Foresight 3 VCT plc pre merger allotments | 3,372 | - | - |
Cash acquired on merger with Foresight 3 VCT plc | 472 | - | - |
Net cash (outflow)/inflow from financing activities | (6,963) | 457 | 840 |
(Decrease)/increase in cash | (95) | 131 | 728 |
Reconciliation of net cash flow to movement in net cash | |||
(Decrease)/Increase in cash for the period | (95) | 131 | 728 |
Net cash at start of the period | 790 | 62 | 62 |
Net cash at end of period | 695 | 193 | 790 |
Notes to the Half-Yearly Financial Report
for the six months ended 30 September 2017
The net asset value per share is based on net assets at the end of the period and on the number of shares in issue at the date.
Net Assets | Number of shares | |||
£'000 | in issue | |||
30 September 2017 | 67,225 | 96,846,130 | ||
30 September 2016 | 41,678 | 57,375,499 | ||
31 March 2017 | 42,159 | 57,375,499 |
Six months ended 30 September 2017 | Six months ended 30 September 2016 | Year ended March 2017 | |||||
£'000 | £'000 | £'000 | |||||
Total (loss)/return after taxation | (220) | 1,337 | 1,831 | ||||
Basic (loss)/return per Ordinary Share (note a) | (0.3)p | 2.3p | 3.1p | ||||
Revenue (loss)/return from ordinary activities after taxation | (667) | 17 | (270) | ||||
Revenue (loss)/return per Ordinary Share (note b) | (0.8)p | 0.0p | (0.6)p | ||||
Capital return from ordinary activities after taxation | 447 | 1,320 | 2,101 | ||||
Capital return per Ordinary Share (note c) | 0.5p | 2.3p | 3.7p | ||||
Weighted average number of Ordinary Shares in issue in the period | 83,536,454 | 57,375,499 | 57,375,499 | ||||
Notes: | |||||||
a) Total return/(loss) per Ordinary Share is total return after taxation divided by the weighted average number of shares in issue during the period. | |||||||
b) Revenue return/(loss) per Ordinary Share is revenue return after taxation divided by the weighted average number of shares in issue during the period. | |||||||
c) Capital return/(loss) per Ordinary Share is capital return after taxation divided by the weighted average number of shares in issue during the period. |
Six months ended | Six months ended | Year ended | |
30 September 2017 | 30 September 2016 | 31 March 2017 | |
(unaudited) | (unaudited) | (audited) | |
£'000 | £'000 | £'000 | |
Loan stock interest | 39 | 305 | 368 |
Dividends | 37 | 8 | 11 |
Overseas based Open Ended Investment Companies ("OEIC's") | 2 | 3 | 4 |
78 | 316 | 383 |
Company
Quoted | Unquoted | Total | |
£'000 | £'000 | £'000 | |
Book cost at 1 April 2017 | 451 | 21,320 | 21,771 |
Investment holding (losses)/gains | (308) | 19,000 | 18,692 |
Valuation at 1 April 2017 | 143 | 40,320 | 40,463 |
Movements in the period: | |||
Acquired on Foresight 3 VCT plc merger | - | 31,223 | 31,223 |
Purchases at cost | - | 674 | 674 |
Disposal proceeds | (139) | (8,550) | (8,689) |
Realised (losses)/gains | (312) | 1,044 | 732 |
Investment holding gains/(losses)* | 308 | (118) | (190) |
Valuation at 30 September 2017 | - | 64,593 | 64,593 |
Book cost at 30 September 2017 | - | 45,711 | 45,711 |
Investment holding gains | - | 18,882 | 18,882 |
Valuation at 30 September 2017 | - | 64,593 | 64,593 |
* Realised gains in the income statement includes deferred consideration of £6,000.
Foresight Group, which acts as investment manager to the Company in respect of its venture capital investments earned fees of £641,000 during the period (30 September 2016: £450,000; 31 March 2017: £915,000). Fees excluding VAT of £81,000 (30 September 2016: £78,000; 31 March 2017: £157,000) were received during the period for company secretarial, administrative and custodian services to the Company. The £641,000 in the period to 30 September is post the merger with Foresight 3 VCT plc of 22 June 2017, which increased net assets from £42,110,637 to £77,355,705.
At the balance sheet date there was £11,000 due to Foresight Group (30 September 2016: £4,000 due from Foresight Group; 31 March 2017: £3,000 due to Foresight Group) and £nil due to Foresight Fund Managers Limited (30 September 2016: £nil; 31 March 2017: £nil). No amounts have been written off in the period in respect of debts due to or from related parties.
Post the period end there was an allotment of 3,580,633 ordinary shares on 20 November with a further 217,643 ordinary shares being allotted on 21 November.
.
END