Half-yearly report
Summary
* Net asset value per Ordinary Share as at 31 August 2009
was 100.3p compared to 96.2p as at 28 February 2009.
* An interim dividend of 5.0p per share will be paid on 18
December 2009.
* One new investment totalling £165,000 was made in Land
Energy Limited.
* Proceeds of £1,050,232 were realised from five
investments: £204,545 from the redemption of loan stock in
Datapath, deferred
consideration of £552,049 from Nomad Payments, deferred consideration
of £22,039 from Covion Holdings, £244,876 net proceeds from the sale
of Snell & Wilcox and £26,723 from the final distribution of proceeds
from the sale of The Casella Group.
* The top-up offer raised gross proceeds of £1.4 million
between its launch in October 2008 and its close on 31 May 2009, of
which
£1.1 million was raised in the current period.
* The Company made five follow-on investments totalling
£475,147: Silvigen (£171,633), SkillsMarket (£116,000), TFC Europe
(£100,000), O-Gen Acme Trek (£54,180) and Lynwood Group Holdings
(£33,334).
Six months ended Year ended
31 August 2009 28 February 2009
Net asset value per ordinary 100.3p 96.2p
share
Net asset value per ordinary share 177.6p 173.5p
(includes all dividends paid)
Share price per ordinary share 83.5p 81.3p
Share price total return per 160.9p 158.6p
ordinary share
Chairman's Statement
Introduction
During the six months under review, stock markets stabilised as a
result of the belief that the worst of the banking crisis may be over
and the positive effects of Governmental stimulus packages around the
World which have started to filter through the economy. Although
stock market sentiment is improving, trading and credit conditions
remain difficult in many sectors of the economy. While these market
conditions have had to date a limited effect on the unquoted holdings
within our portfolio, the AIM quoted holdings have seen increases in
share prices as a result of the recent market improvement.
Against this background your Company's net asset value increased to
100.3p per share from 96.2p per share six months earlier.
Reflecting recent investment gains and income generated from loan
stock, an interim dividend of 5.0p per Share for the year ending 28
February 2010 will be paid on 18 December 2009. The Company's policy
is to maximise the level of tax-free dividends, either generated from
income or from capital profits realised on the sale of investments.
Portfolio Review
Datapath achieved profits in excess of £3.4 million for the year
ended 31 March 2009 compared to £2.5 million in 2008. This holding
was valued at £3.3 million at 31 August 2009 on the basis of a
discounted price earnings multiple. Following this underlying
improvement in its results, Datapath repaid £205,000 of Foresight 4's
loan stock investment.
The investment in Diagnos Holdings was only made in February this
year and the company is trading well in terms of both revenues and
profitability. The company is currently working on a new range of
automotive diagnostic products for the garage market, due to launch
this autumn, as well as launching its existing products in France and
Germany later this year.
Despite difficult trading conditions, the performance of a number of
other portfolio companies continued to improve, reflecting growing
demand and strong sales pipelines, most notably Adeptra, Trilogy and
Ixaris.
Adeptra generated strong growth in North America and Europe and now
has 2 million calls per day currently being made in 11 countries from
its 5 data centres Worldwide. For the year to 31 December 2008 sales
increased by 49% to £12.3 million.
Trilogy is continuing to build partnerships with large international
defence companies and the pipeline of sales opportunities has
continued to grow. In recognition of the company's progress in
foreign markets, Trilogy was recently awarded the Queen's Award for
Enterprise in the International Trade category.
Ixaris is increasingly focusing on providing payment solutions to
affiliate networks, which need fast and efficient settlement for
commission payments. The EntroPay platform enables these affiliate
networks to make payments all over the world, saving money for both
the networks and their members. Sales growth is expected to exceed
50% in the current year.
Closed Loop Recycling is raising a further £6 million to enable the
company to refinance short term debt, purchase new capital equipment
and provide additional working capital required due to delays in full
commissioning resulting from longer than expected timescales in
customer product audits. These product audits are expected to be
completed successfully over the next few months.
Reflecting poorer first half trading, a provision of £103,125 (50.8%)
has been made against the previous carrying value of Aigis Blast
Protection. Management has taken rapid action to reduce its cost base
through redundancies, senior management pay cuts as well as other
cost-cutting measures in order to see the company through to
break-even.
Across all of the portfolio companies we have, where appropriate,
ensured management are focused on cash conservation and cost
reductions in light of the current trading climate. The actions taken
over the last few months should better place the majority of
companies to ride out the current downturn and benefit from an
improvement in trading conditions in due course.
Investment Activity
Only one new investment in Land Energy Limited (£165,000) was made
during the six months under review. Land Energy has been established
to generate renewable power from virgin and waste wood and to exploit
the growing demand for wood pellets as a renewable fuel, through a
series of plants countrywide. These plants will generate electricity
for sale to the grid and either use heat for pellet production or to
supply heat to a nearby user. The company will therefore be both a
combined heat and power (CHP) generation operator and a pellet
producer. The UK Government has identified CHP as a highly efficient
form of energy use, which was further incentivised from April 2009 by
becoming eligible for double Renewable Obligation Certificates.
The Company made five follow-on investments during the year totalling
£475,147. These were: Silvigen (£171,633), SkillsMarket (£116,000),
TFC Europe (£100,000), O-Gen Acme Trek (£54,180) and Lynwood Group
Holdings (£33,334).
Demand from recruitment companies for SkillsMarket's products and
services has suffered as a consequence of general trading conditions
within the recruitment industry and a further provision of £266,041
has been made against this investment. Net proceeds of £1.5 million
were raised from existing shareholders in August 2009, in which
Foresight 4 VCT participated, to provide ongoing working capital. We
continue to carefully monitor the progress of this investment in
which a number of management changes have been made.
Silvigen has positioned itself to supply the important biomass fuel
needs of the UK power generation sector and the developing industrial
heat sector, both of which are driven by a number of regulatory
incentives. Silvigen raised £1.2 million in June 2009, of which
Foresight 4 VCT invested £171,633, to provide ongoing working capital
for the business as a result of operational delays.
The investment in Lynwood Group Holdings of £33,334 was used to fund
an increase in capacity for i-plas, which was required to satisfy the
growing sales pipeline in an area of plastics recycling that has
significant growth potential.
A small investment was made into O-Gen Acme Trek as a result of
delays in achieving full commissioning of the underlying plant and
to provide ongoing working capital for the company.
The investment of £100,000 into TFC Europe during April and May 2009
was required due to a downturn in activity levels in its core markets
as a result of recessionary pressures and exchange losses on its
purchasing of products for distribution in the US.
Realisations
Despite the difficult underlying economic conditions there were
several small realisations during the period:
Datapath Holdings, following continuing good results and positive
cash flow generation, repaid £204,545 of loan stock in May 2009.
Snell & Wilcox Holdings Ltd was sold during the period for total
proceeds of £530,574 made up of a combination of cash and shares:
£244,876 was received in cash during the period, £61,881 is in
debtors as deferred consideration, with the balance giving Foresight
4 VCT plc a continuing shareholding in the ongoing business of Snell
Corporation Limited (£223,817).
Foresight 4 VCT plc's shareholding in Nomad Payments was originally
sold for proceeds of £3,245,000 in January 2008. A further payment of
£552,049 of deferred consideration was received during July 2009. In
addition, a small payment of £22,039 of deferred consideration was
received from Covion Holdings, which was sold in October 2007.
A final payment of £26,723 was received from the liquidation of The
Casella Group.
Dividend
The Company's dividend policy is to aim to distribute to shareholders
a steady flow of dividends from income and realised capital gains.
Reflecting recent realised gains, and income generated from loan
stock an interim dividend of 5.0p per share for the year ending 28
February 2010 will be paid on 18 December 2009 compared with 5.0p in
2008, making 22.5p per share of cumulative dividend payments in the
last four years. The record date of the dividend will be 11 December
2009 and the ex-dividend date will be 9 December 2009.
Valuation policy
Investments held by the Company have been valued in accordance with
the International Private Equity and Venture Capital (IPEVC)
guidelines developed by the British Venture Capital Association and
other organisations 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 or significant accretion in value during the
period. Quoted investments and investments traded on AIM and PLUS
Markets are valued at the bid price as at 31 August 2009. The
portfolio valuations are prepared by Foresight Group and are subject
to approval by the Board.
Share Issues and Share Buy-backs
The recent top-up offer raised gross proceeds of £1.4 million between
its launch in October 2008 and its close on 31 May 2009. Of this
total, £1.1 million was raised in the current period through the
issue of 1,121,409 Ordinary Shares at prices ranging from 103.0p to
104.0p per share. These funds enable your Company to remain an active
investor in the current market and take advantage of new
opportunities.
All of these share issues were under the new VCT provisions that
commenced on 6 April 2006, namely: 30% upfront income tax relief
which can be retained by qualifying investors if the shares are held
for the minimum five year holding period.
It continues to be the Company's policy to consider purchasing shares
in the market when they become available in order to help provide
liquidity for the Company's shareholders. During the period, the
Company repurchased 316,712 shares at a cost of £239,226.
Outlook
The volatility and poor sentiment of the financial markets as well as
the increasing difficulty in raising debt finance have proved a
double edged sword for the Company. On the one hand Foresight Group's
deal flow of companies seeking investment, particularly in the
environmental infrastructure sector where it is an established
leader, is stronger than ever as potential investee companies are
finding financial institutions currently less inclined to invest than
in the recent past. On the other hand, there is evidence of trade
sales within the portfolio being delayed or terminated as a result of
the lack of finance available to potential acquirers.
The Board and Foresight Group are conscious that we are in a period
of economic slowdown and tight credit conditions. In this environment
all investee companies have been and will continue to be encouraged
to keep a tight control on costs and conserve cash.
Peter Dicks
Chairman
29 October 2009
For further information please contact:
Gary Fraser, Foresight Fund Managers Limited Tel: 01732 471800
Principal Risks and Uncertainties
The principal risks faced by the Company can be divided into various
areas as follows:
* Performance
* Regulatory
* Operational; and
* Financial
The Board reported on the principal risks and uncertainties faced by
the company in the Annual Report and Accounts for the year ended 28
February 2009. A detailed explanation can be on found on page 12 of
the Annual Report and Accounts which is available on
www.foresightgroup.eu or by writing to Foresight Group at ECA Court,
South Park, Sevenoaks, Kent, TN13 1DU.
In the view of the Board, there have not been any 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:
(a) the summarised set of financial statements has been prepared in
accordance with the pronouncement on interim reporting issued by the
Accounting Standards Board;
(b) the interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events
during the first six months and description of principal risks and
uncertainties for the remaining six months of the year);
(c) the summarised set of financial statements give a true and fair
view in accordance with UK GAAP of the state of affairs of the
Company and of the profit and loss of the Company for that period and
comply with UK GAAP and Companies Act 1985; and
(d) the interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties'
transactions and changes therein).
The half-yearly Financial Report has not been audited or reviewed by
the auditors.
By order of the Board
Peter Dicks
Chairman
29 October 2009
Unaudited Income Statement
for the six months ended 31 August 2009
Six Months ended Six Months ended Year ended
31 August 2009 31 August 2008 28 February 2009
(unaudited) (unaudited) (audited)
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Investment
holding
gains/(losses) - 4,384 4,384 - (1,968) (1,968) - (1,100) (1,100)
(Losses)/gains
on realisation
of investments - (3,342) (3,342) - 436 436 - (1,055) (1,055)
Investment
income and
deposit
interest 323 - 323 409 - 409 753 - 753
Investment
management
fees (75) (225) (300) (27) (83) (110) (105) (314) (419)
Other expenses (139) - (139) (127) - (127) (264) - (264)
Return/(loss)
on ordinary
activities
before
taxation 109 817 926 255 (1,615) (1,360) 384 (2,469) (2,085)
Taxation - - - - - - - - -
Return/(loss)
on ordinary
activities
after taxation 109 817 926 255 (1,615) (1,360) 384 (2,469) (2,085)
Return per
share 0.4p 3.4p 3.8p 1.1p (6.9)p (5.8)p 1.6p (10.5)p (8.9)p
The total column of the income statement is the profit and loss
account of the Company. All revenue and capital items in the income
statement derive from continuing operations. There were no recognised
gains or losses for the period other than those recognised in the
unaudited income statement above and accordingly no statement of
total recognised gains and losses has been prepared.
Unaudited Balance Sheet
at 31 August 2009
As at As at As at
31 August 2009 31 August 2008 28 February
2009
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Non-current assets
Assets held at fair value
through profit and loss -
investments 19,656 17,078 18,751
Current assets
Debtors 1,986 1,994 2,081
Money market and other
deposits 1,438 3,789 1,649
Cash 1,300 1,745 179
4,724 7,528 3,909
Creditors: amounts falling
due within one year (73) (117) (109)
Net current assets 4,651 7,411 3,800
Net assets 24,307 24,489 22,551
Capital and reserves
Called-up share capital 242 235 234
Share premium account 12,312 11,030 11,252
Capital redemption reserve 1,833 1,827 1,830
Profit and loss account 9,920 11,397 9,235
Equity shareholders' funds 24,307 24,489 22,551
Net asset value per
ordinary share 100.3p 104.4p 96.2p
Unaudited Reconciliation of Movements in Shareholders' Funds
for the six months ended 31 August 2009
Called-up Share Capital Profit
share premium redemption and loss
capital account reserve account Total
£'000 £'000 £'000 £'000 £'000
As at 1 March 2009 234 11,252 1,830 9,235 22,551
Share issues in the
period 11 1,147 - - 1,158
Expenses on share
issues - (87) - - (87)
Shares repurchased in
the period (3) - 3 (241) (241)
Retained profit for the
period - - - 926 926
As at 31 August 2009 242 12,312 1,833 9,920 24,307
Unaudited Cash Flow Statement
for the six months ended 31 August 2009
Six months Six months Year ended
ended ended
31 August 2009 31 August 2008 28 February
2009
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Cash flow from operating
activities
Investment income received 106 189 346
Deposit and similar
interest received 12 111 193
Investment management fees
paid (288) (365) (444)
Secretarial fees paid (45) (38) (43)
Other cash payments (109) (99) (166)
Net cash outflow from
operating activities and
returns on investment (324) (202) (114)
Taxation - - -
Returns on investment and
servicing of finance
Purchase of unquoted
investments and investments
quoted on AIM (640) (1,812) (5,467)
Net proceeds on sale of
unquoted investments 456 2,103 2,632
Net proceeds on sale of
unquoted investments
relating to prior years 144 - -
Net proceeds on deferred
consideration 593 - -
Net proceeds on liquidation
of prior investment 8 - -
Net capital
inflow/(outflow) from
financial investment 561 291 (2,835)
Equity dividends paid - - (1,187)
Net cash inflow/(outflow)
before financing and liquid
resource management 237 89 (4,136)
Management of liquid
resources
Movement in money market
and other deposits 211 598 2,738
211 598 2,738
Financing
Proceeds of fund-raisings 1,000 1,058 1,889
Expenses of fund-raisings (45) (57) (87)
Repurchase of own shares (282) (64) (346)
673 937 1,456
Increase in cash 1,121 1,624 58
Notes
1. The unaudited half-yearly 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 2009. Unquoted investments
have been valued in accordance with IPEVC guidelines. Quoted
investments are stated at bid prices in accordance with the IPEVC
guidelines and UK Generally Accepted Accounting Practice.
2. These are not statutory accounts in accordance with section 435
of the Companies Act 2006 and are neither audited nor reviewed.
Statutory accounts in respect of the period to 28 February 2009 have
been audited and reported on by the Company's auditors and delivered
to the Registrar of Companies. No statutory accounts in respect of
any period after 28 February 2009 have been reported on by the
Company's auditors or delivered to the Registrar of Companies. The
auditors have reported on the statutory accounts for the year ended
28 February 2009; their report was unqualified, and did not contain
statements under s498(2) or (3) Companies Act 1985.
3. Copies of the Half-yearly Financial Report have been sent to
shareholders and are available for inspection at the Registered
Office of the Company at ECA Court, South Park, Sevenoaks, Kent, TN13
1DU.
Copies of the Half-yearly Financial Report are also available
electronically at www.foresightgroup.eu.
4. Net asset value per share
The net asset value per share is based on net assets at the end of
the period and on 24,237,663 Ordinary Shares, being the number of
Ordinary Shares in issue at 31 August 2009 (31 August 2008:
23,462,434 Ordinary Shares, 28 February 2009: 23,432,966 Ordinary
Shares).
5. Return per share
Six months ended Six months Year ended
ended
31 August 2009 31 August 2008 28 February
2009
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Total return after
taxation 926 (1,360) (2,085)
Basic return per share
(note a) 3.8p (5.8)p (8.9)p
Revenue return from
ordinary activities after
taxation 109 255 384
Revenue return per share
(note b) 0.4p 1.1p 1.6p
Capital return from
ordinary shares after
taxation 817 (1,615) (2,469)
Capital return per share
(note c) 3.4p (6.9)p (10.5)p
Weighted average number
of shares in issue in the
period 24,318,461 23,399,796 23,435,160
Notes:
a) Total return per share is total return after taxation divided by
the weighted average number of shares in issue during the period.
b) Revenue return per share is the net revenue after taxation divided
by the weighted average number of shares in issue during the period.
c) Capital return per share is the capital return after taxation
divided by the weighted average number of shares in issue during the
period.
6. Income
Six months ended Six months ended Year ended
31 August 2009 31 August 2008 28 February
2009
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Loan stock interest 313 300 565
Bank deposits 10 109 175
Interest received on
VAT refunded - - 13
323 409 753
7. Assets held at fair value through profit or loss - Investments
Quoted Unquoted Total
£'000 £'000 £'000
Book cost at 1 March 2009 1,600 22,317 23,917
Investment holding losses (523) (4,643) (5,166)
Valuation at 1 March 2009 1,077 17,674 18,751
Purchases at cost - 640 640
Sale proceeds - (456) (456)
Realised losses - (3,986) (3,986)
Investment holding gains 391 4,316 4,707
Valuation at 31 August 2009 1,468 18,188 19,656
Book cost at 31 August 2009 1,600 18,515 20,115
Investment holding losses (132) (327) (459)
Valuation at 31 August 2009 1,468 18,188 19,656
8. Related Parties
Bernard Fairman is the managing partner of Foresight Group, which
acts as investment manager to the Company in respect of its venture
capital investments and which received fees of £299,838 during the
period (12 months to 28 February 2009: £615,743; 6 months to 31
August 2008: £312,294 excluding VAT). Foresight Fund Managers
Limited, a subsidiary of Foresight Group, received £34,789 excluding
VAT during the period in respect of accounting and secretarial
services (12 months to 28 February 2009: £70,843; 6 months to 31
August 2008: £32,024).
olely responsible for the content of this announcement.