Final Results
Foresight VCT PLC
29 April 2008
FORESIGHT VCT PLC
PRELIMINARY ANNOUNCEMENT OF RESULTS
Summary
• Net asset value per new Ordinary Share as at 31 December 2007 was 60.5p
(compared to 81.4p as at 16 January 2007, the date of the merger of the
Ordinary and C Share funds);
• 5.0p per share dividend paid on 7 March 2008;
• Proceeds of £6,263,784 realised from the sale of Covion Holdings
(£4,407,671), SmartFOCUS Group (£1,666,667), Rapide Communication
(£88,860), Telecom Plus (£20,945) and Mirada plc (£8,500) (formerly
YooMedia plc). Proceeds of £71,141 were also received from companies in
administration;
• 1.6 million of new share capital was raised during the year under
review;
• The Company made a follow-on investment of £375,000 into High Integrity
Solutions, £431,000 in Oxonica plc, £394,000 into Sarantel Group, £78,000
into Oled-T, £15,000 into AlwayON and £325,000 into Trilogy Communications;
• Following the year end a further £1,185,800 was realised through the
sale of the remaining holding in Telecom Plus.
Portfolio Review
During the latter half of the year under review, stock markets experienced
extreme volatility primarily as a result of difficulties in the US Sub-prime
mortgage market and in the UK as a result of the problems surrounding the
lending activities of Northern Rock. Whilst this market turmoil has not directly
affected the unquoted holdings within our investments, several AIM quoted
holdings have suffered as a result of the general market malaise. Against this
background your Company's net asset value has fallen to 60.5p per share from
81.4p per share (equivalent) a year earlier.
Among the Company's quoted holdings, Oxonica, Sarantel and ANT have
disappointed. After suffering a contract setback for its fuel additive, Envirox,
during the first half of 2007 which significantly impacted its share price,
Oxonica recently reported performance validation for this additive and
significant commercial progress in mainland Europe and Russia. More recently in
December Oxonica announced that it had raised in excess of £4 million through a
share placing to existing shareholders. New contract wins in the biodiagnostics
and security divisions also helped sales.
Despite several new design wins by Sarantel during the period, revenues for the
year ended 30 September 2007 fell to £2.0 million (2006: £4.0 million). Revenues
have remained depressed due to the slower than expected development in the
hand-held GPS market, which affects the take-up of the company's second
generation GPS antenna. The company raised £2.1 million in July 2007 and a
further £3.4 million in April 2008 from existing and new shareholders but
disappointing trading has seen the share price fall further in recent months to
4.0p at the time of writing.
ANT recently announced that its performance in the second half of its financial
year was much improved and the company was seeing good growth in unit shipments
demonstrating uptake from digital media subscribers. Although this trend was
expected to continue in 2008, the rollout of IPTV across its customer base did
not accelerate as quickly as anticipated resulting in a significant fall in its
share price during the year.
On the other hand, SmartFOCUS increased revenues by 32% to £5.0 million in the
first six months of 2007 and expects continued growth in demand as evidenced by
the encouraging number and quality of projects in its pipeline. As a result of
this progress Foresight Group took the opportunity to realise £1,000,000
(compared to a cost of £265,000) from a partial disposal of shares.
Despite the fall in several of the quoted and unquoted holdings your manager
has, where possible, taken advantage of liquidity opportunities both through
trade sales and the sale of quoted holdings when underlying market conditions
permitted these transactions at acceptable prices. The most notable success
during the year was the sale of Covion Holdings ('Covion'). Foresight VCT
invested £1,000,000 in the management buyout of Covion in May 2005 and in the
period since the investment was made, Covion had grown its turnover from £10
million per annum to an annualised run rate in excess of £30 million. On 17
October 2007 Covion was sold to Balfour Beatty for total proceeds of £33
million, of which Foresight VCT received in excess of £4 million, over four
times its original investment of £1 million.
Within the unquoted investments there were several other positive developments:
Actimax made encouraging progress and improved profitability; Datapoint
continued to make progress and Skillsmarket successfully raised further capital
to fund expansion.
Actimax achieved 15% sales growth to £5.8 million in the year to 31 December
2007 with the operating profits increasing to £180,000. The company has
continued to win new orders in the current year and is optimistic about its full
year prospects.
Datapoint has recently secured several new managed service customers and the
pipelines for both managed services and projects remain strong. Revenues and
profits are substantially ahead of 2007 and there is optimism that the prospects
and potential for future growth remain strong.
Skillsmarket successfully raised £2.8 million in June 2007 to fund its ongoing
activities. Although still loss making, the company is starting to achieve sales
traction in its core markets.
Disappointingly, High Integrity Solutions was placed into administration after
the period end as a result of losing a major contract with BAE Systems.
During the period the Company made follow-on investments of £375,000 in High
Integrity Solutions Limited, £325,000 in Trilogy Communications Limited,
£431,000 into Oxonica plc. £394,000 into Sarantel Group plc, £78,000 into Oled-T
and £15,000 into AlwaysON.
Trilogy Communications raised a further £1.5 million from existing investors as
it seeks to develop products for the defence and homeland security markets.
AlwaysON has recently enjoyed several contract wins for its VOIP services to
small and medium sized enterprises and is optimistic about converting several
pilot schemes into firm orders over the coming months.
Realisations
Unquoted
As previously noted, Covion was sold in October for proceeds of £4,407,671,
compared to an original cost of £1,000,000. In addition, a further £88,860 from
the sale of the remaining holding in Rapide Communication (formerly Wire-e) was
realised from a sale to management.
Quoted
A partial sale of SmartFOCUS was made in July 2007, realising proceeds of
£1,000,000 compared to an original cost of £264,583. Foresight VCT also received
£666,667 following the redemption of the loan stock in SmartFOCUS. In addition
there were small realisations of £8,500 from a partial sale in Mirada plc
(formerly YooMedia plc) and £20,945 from a partial sale in Telecom Plus plc.
Following the year end, the remaining holding in Telecom plus plc was sold on 7
January for gross proceeds of £1,185,800 representing a return in excess of five
times the original cost of £233,259.
Results
The results for the year from 1 January 2007 to 31 December 2007 are set out
below. The net asset value per new Ordinary Share as at 31 December 2007 was
60.5p (31 December 2006: 81.4p, equivalent) largely resulting from falls in the
value of Oxonica and Sarantel and the provision against the entire investment in
High Integrity Solutions. The total return (after tax) attributable to new
Ordinary Shareholders was a loss of 19.92p (31 December 2006: N/A). Due to the
merger of the Ordinary Shares fund and C Shares fund on 16 January 2007,
comparative figures to 31 December 2006 are not applicable. The net asset value
per new Ordinary Share immediately following the merger on 16 January was 81.4p.
Dividend
The Company's dividend policy is to aim to distribute a steady flow of dividends
from income and realised capital gains to shareholders. As a result of recent
successful portfolio company realisations, the Board paid an interim dividend of
5.0p per new ordinary shares on 7 March 2008 for the year ended 31 December
2007.
Valuation Policy
Investments held by the Company have been valued in accordance with the
International Private Equity and Venture Capital Valuation Guidelines (IPEVC)
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 in value during the period. Quoted
investments and investments traded on AIM and PLUS Markets are valued at the bid
price as at 31 December 2007. The portfolio valuations are prepared by Foresight
Group and are subject to approval by the Board.
Share Issues and Share Buybacks
In April 2007 the top-up offer was closed, fully subscribed, raising gross
proceeds of approximately £1.6 million from the issue of 1,974,248 New Ordinary
Shares. The Dividend Investment Scheme raised approximately £37,000 in aggregate
following the issue of 45,663 New Ordinary Shares as a result of the 2p per
share dividend paid in January 2007. Both of the above 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. As part of the Company's
active buyback programme, 3,150,000 Ordinary Shares were purchased for
cancellation at a cost of £1,938,938.
Investment Adviser - Change of Name
The investment adviser changed its name from Foresight Venture Partners to
Foresight Group on 1 October 2007.
Directorate Change
The Board would like to take this opportunity to thank Dr Nigel Horne, who was a
founder Director of Foresight VCT, for his dedicated service and contribution to
the Company since its launch in 1997. Nigel resigned from the Board, due to
family reasons, on 9 January 2008 and we shall miss his sound advice and
expertise in the technology area.
Annual General Meeting
The Company's Annual General Meeting will take place on 20 May 2008. I look
forward to welcoming you to the meeting, which will be held in London.
1
Outlook
There has been no significant fallout from the current credit crunch on the
levels of merger and acquisition activity at the smaller end of the market in
which Foresight VCT operates and of which the sale of Covion is an example. Your
manager will continue to pursue potential realisations from within the
portfolio.
The market in which Foresight VCT operates continues to be encouraging in terms
of potential new investment opportunities, as evidenced by the current deal flow
being reviewed by Foresight Group. Foresight VCT will have access to this deal
flow of new opportunities as it invests new funds raised as well as reinvesting
some of the proceeds from successful realisations.
Peter Dicks
Chairman
Profit and Loss Account
For the year ended 31 December 2007
31 December 2007 31 December 2006
Revenue Capital Total Revenue Capital Total
£ £ £ £ £ £
Unrealised losses on - (10,176,424) (10,176,424) - (3,353,701) (3,353,701)
investments
Gains on realisation - 1,855,600 1,855,600 - 218,789 218,789
of investments
Income 526,695 - 526,695 497,635 - 497,635
Investment management (208,477) (625,430) (833,907) (250,403) (751,208) (1,001,611)
fees
Other expenses (382,319) - (382,319) (501,885) - (501,885)
(Loss) before (64,101) (8,946,254) (9,010,355) (254,653) (3,886,120) (4,140,773)
taxation
Taxation - - - (477) 477 -
(Loss) for the year (64,101) (8,946,254) (9,010,355) (255,130) (3,885,643) (4,140,773)
Earnings per share:
New Ordinary Shares (0.14)p (19.78)p (19.92)p - - -
Ordinary Shares - - - 0.06p (3.23)p (3.17)p
'C' Shares - - - (0.75)p (9.63)p (10.38)p
All items in the above statement derive from continuing operations. The total
column represents the Company's profit and loss account. The supplementary
revenue and capital columns are presented for information purposes as
recommended by the guidance note issued by the Association of Investment
Companies.
There are no other recognised gains and losses in the year.
Balance Sheet
as at 31 December 2007
31 December 2007 31 December 2006
£ £ £ £
Non-Current Assets
Assets held at fair value through 20,775,787 33,560,030
profit or loss - Investments
Current Assets
Debtors and prepayments 782,314 871,954
Current investments 5,219,908 2,593,769
Cash at bank 41,100 34,092
6,043,322 3,499,815
Creditors: amounts falling due (180,653) (402,614)
within one year
Net current assets 5,862,669 3,097,201
Net assets 26,638,456 36,657,231
Capital and reserves
Called up share capital 440,230 497,674
Share premium account 8,626,161 7,014,309
Special distributable reserve 19,618,862 23,785,791
(7,342,501) 3,296,391
Revaluation reserve
Profit & loss account 5,295,704 2,063,066
Equity shareholders' funds 26,638,456 36,657,231
Net asset value per share of 1
pence each:
New Ordinary Shares 60.51p -
Ordinary Shares - 55.25p
'C' Shares - 81.44p
Cash Flow Statement
for the year ended 31 December 2007
31 December 2007 31 December 2006
£ £ £ £
Operating activities
Dividends received 50,080 6,260
Deposit and similar interest 438,216 477,037
Other cash receipts 7,360 7,360
Investment management fees paid (865,902) (717,786)
Other cash payments (613,918) (494,578)
Net cash outflow from operating activities (984,164) (721,707)
Investing activities
Purchase of non-current investments (1,618,094) (400,000)
Sale of non-current investments 6,143,624 1,927,742
Net cash inflow from investing activities 4,525,530 1,527,742
Net cash inflow before financing and liquid 3,541,366 806,035
resource management
Management of liquid resources
(Increase)/decrease in current investments (2,626,139) 155,401
Financing
Purchase of own shares (1,838,737) (1,027,667)
Issue of shares (net of expenses) 1,632,051 13,921
Equity dividends paid (701,533) (75,521)
(908,219) (1,089,267)
Net increase/(decrease) in cash 7,008 (127,831)
Reconciliation of Movements in Shareholders' Funds
for the year ended 31 December 2007
Year to 31 December Year to 31 December
2007 2006
£ £
Opening shareholders' funds 36,657,231 41,795,683
Net share capital (bought back)/subscribed for in the year (306,887) (922,158)
Loss for the year (9,010,355) (4,140,773)
Dividend paid in the year (701,533) (75,521)
Closing Shareholders' funds at 31 December 2007 26,638,456 36,657,231
Notes to the Financial Statements
1. All revenue and capital items in the income statement derive from
continuing operations.
2. In accordance with the policy statement published under 'Management and
Administration' in the Company's prospectuses dated 1 October 1997 and 14
October 1999, the Directors have charged 75% of the investment management
expenses to the capital reserve.
3. The Company paid an interim dividend of 5.0p per New Ordinary Share for
the year ended 31 December 2007 on 7 March 2008 (2006: Ordinary Share £nil, 'C'
Share 2.0p). .
The Board is not recommending a final dividend for the year ended 31 December
2007.
4. The Company revoked its status as an investment company in March 2000,
so that it can regard capital reserves as profits of the Company available for
distribution. The Company has not reapplied and does not intend to re-apply for
investment company status.
5. The current investments predominantly represent the balance of the net
proceeds from the issues of Ordinary Shares and 'C' Shares. These funds are
invested in several Dublin based OEIC money market funds managed by Blackrock
Inc., Royal Bank of Scotland plc and HBOS plc.
6. Basic net asset value per Ordinary Share is based on net assets of
£26,638,456 (2006: Ordinary Fund net assets £8,171,766 and C Fund net assets
£28,485,465) of the New Ordinary Share fund at the year end, and on 44,023,031
(2006: Ordinary Shares 14,791,348 and C Shares 34,976,091) New Ordinary Shares,
being the number of New Ordinary Shares in issue on that date.
As Ordinary Share warrants have lapsed, there is no difference between the basic
net asset value per New Ordinary Share and the diluted net asset value per New
Ordinary Share at 31 December 2007 and as at 31 December 2006.
7. Total earnings after taxation for the year were a loss of £9,010,355
(2006: loss of £4,140,773 comprising a loss on the Ordinary Shares fund after
taxation of £473,972 and a loss after taxation on the 'C' Shares fund of
£3,666,801). The basic earnings per New Ordinary Share is based on the net loss
from ordinary activities and on 45,227,061 being the weighted number of New
Ordinary Shares in issue during the year (2006: 14,913,380 Ordinary Shares, and
35,337,543 'C' Shares being the weighted average number in issue during the
year).
As Ordinary Share warrants have lapsed, there is no difference between the basic
earnings per New Ordinary Share and the diluted earnings per New Ordinary Share
at 31 December 2007 and as at 31 December 2006.
The revenue return per New Ordinary Share is based on the net deficit after
taxation of £64,101 (2006: Ordinary Share net revenue after taxation of £8,291
and 'C' Share net deficit after taxation of £263,421) and on 45,227,061 being
the weighted number of New Ordinary Shares in issue during the year (2006:
14,913,380 Ordinary Shares, and 35,337,543 'C' Shares being the weighted average
number in issue during the year).
The capital return per New Ordinary Share is based on the net realised capital
gains of £1,855,600 (2006: Ordinary Share net realised capital gains of £8,903
and 'C' Share net realised capital gains of £209,886), net unrealised capital
losses of £10,176,424 (2006: Ordinary Share net realised capital losses of
£339,339 and 'C' Share net realised capital losses of £3,014,362) and
capitalised management fees less associated tax relief of £625,430 (2006:
Ordinary Shares £151,827, and 'C' Shares of £598,904). The capital return per
New Ordinary Share is also based on 45,227,061 being the weighted number of New
Ordinary Shares in issue during the year (2006: 14,913,380 Ordinary Shares, and
35,337,543 'C' Shares being the weighted average number in issue during the
year).
8. The financial information set out in these statements does not
constitute the Company's statutory accounts for the year ended 31 December 2007
but is derived from those accounts and is prepared on the same basis as set out
in the previous year's annual accounts. Statutory accounts for the year ended
31 December 2006 have been delivered to the Registrar of Companies. Statutory
accounts for the year ended 31st December 2007 including an unqualified audit
report and containing no statements under S237(2) or (3) of the Companies Act
1985 will be delivered to the Registrar of Companies in due course.
9. The Annual Report will be circulated by post to all shareholders
shortly and copies will be available thereafter to members of the public from
the Company's registered office at ECA Court, 24-26 South Park, Sevenoaks, Kent
TN13 1DU.
10. The Annual General Meeting will be held at 12.30pm on 20 May 2008 at 35
New Bridge Street, London, EC4V 6BW.
11. Movement in Reserves
for the year ended 31 December 2007
Called up Share Special Revaluation
share premium distributable Profit & loss
account
capital account reserve reserve reserve Total
£ £ £ £ £ £
At 1 January 2007 497,674 7,014,309 23,785,791 3,296,391 2,063,066 36,657,231
Issued share capital 20,199 1,611,852 - - - 1,632,051
Deferred shares written off (46,143) - 46,143 - - -
Own shares purchased during the year (31,500) - (1,907,438) - - (1,938,938)
Write off to special reserve - - (2,305,634) - 2,305,634 -
Realisation of previously unrealised - - - (462,468) 462,468 -
appreciation
Dividend paid - - - - (701,533) (701,533)
Loss for the year - - - (10,176,424) 1,166,069 (9,010,355)
At 31 December 2007 440,230 8,626,161 19,618,862 (7,342,501) 5,295,704 26,638,456
This information is provided by RNS
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