Interim Results - 6 Months to 31 March 2000
Foresight Technology VCT PLC
4 May 2000
Foresight Technology VCT plc
Interim Results
6 months ended 31 March 2000
Chairman's Statement
I have pleasure in enclosing the Interim Report and Financial
Statements of Foresight Technology VCT plc for the period from 1st
October 1999 to 31st March 2000.
The return (after tax) attributable to Ordinary shareholders was
272.08 pence per Ordinary Share. The net asset value, after the
interim dividend referred to below, per Ordinary Share at 31st March
2000 was 264.08 pence. With regard to the holders of 'C' Shares, the
attributable return (after tax) was 0.16p per share and the net asset
value was 94.07p per share. I am also pleased to note that the
Ordinary Shares fund has now achieved its Venture Capital Trust
qualification investment target of having more than 70% of its
portfolio invested in qualifying shares and securities within its
first three years.
As announced to the London Stock Exchange on 29th February 2000,
following the successful realisation of part of the Company's
shareholding in e-district.net plc, the Company's status as an
investment company has been revoked and a capital dividend of 100
pence per Ordinary Share will be paid by one instalment to Ordinary
shareholders on the register at close of business on 10th March 2000.
This payment should be received on 8th May 2000.
This makes Foresight the first venture capital trust to pay a dividend
to Ordinary shareholders equivalent to the starting capital of the
Ordinary Shares fund; 100 pence per share. What makes this
particularly pleasing is that this is entirely attributable to the
partial realisation of just one of the Company's investments: e-
district.net plc.
As a result of this distribution the hurdle on the performance related
carried interest arrangements relating to the Ordinary Shares fund
will be met and 1,960,324 new Ordinary Shares have been issued at par
to the parties entitled under those arrangements who will also
participate in the proposed dividend to the extent of 39.8p per share.
I am pleased to report that the public offer of 'C' Shares launched on
1st October 1999 raised, before expenses, £30,261,496. A further
£2,738,500 was raised after the tax year making an aggregate amount
raised of £32,999,996.
I would like to take this opportunity of thanking all shareholders and
warrantholders for their continuing support of the Company. My next
statement will be in respect of the year to 30th September 2000.
Peter Dicks
Chairman
4th May 2000
ORDINARY SHARES FUND
Sapphire International Limited
Owns the long established 'DataEase' family of computer database
software products and has a worldwide base of several hundred thousand
users. The company is now introducing new technology that allows
existing DataEase users to update their applications for client/server
operation and internet enablements.
Revaluation: Sapphire Group completed a second round equity financing
with a third party resulting in a premium exceeding 80% on Foresight's
equity cost.
Results from the latest audited accounts for the year ended 31
December 1999: profit before tax £244,000, net assets £1,761,000
Date Amount Valuation % Equity/ Loan % of Ordinary
of invested Voting Stock Shares
Investment including Rights Portfolio
Loan Stock
July 1998 £1,000,000 £1,484,337 17.6% £400,000 10% 5.1%
Unsecured Loan Stock
Aran Software Plc
Is a leading supplier of 'Open Systems' business solutions and
associated services to wholesale, distribution and banking business
throughout the UK. The company was formed in March 1999 when Unisoft
Solutions Group Limited, the original Foresight investment, merged
with Aran Limited to form a larger business with annual revenues of
around £8 million.
Since the merger of the two companies a significant amount of product
and people reorganisation has taken place. The benefits of the merger
have taken longer to come through than expected. The company is now
trading profitably. However, the costs of high borrowing place a
continuing pressure on cash flow and it is anticipated that Foresight
will provide a bridging facility of £400,000 in advance of another
capital raising to reduce the burden of debt.
Results from the latest audited accounts of Aran Limited for the year
ended 31 March 1998: loss before tax £14,000, net liabilities
£1,345,000.
Results from the latest audited accounts of Unisoft Solutions Group
Limited for the year ended 31 March 1998: profit before tax £44,000,
retained profit £35,000, net liabilities £796,000.
Date Amount Valuation % Equity/ % of Ordinary
of invested at cost Voting Shares
Investment Rights Portfolio
Oct 1998 £1,400,000 18.6% (plus 4.8%
warrants to a
total of 40%)
Actimax plc
Supplies digital telecommunications systems to small and medium sized
customers. The company's management team previously started a
successful telecommunications business and developed a focus on
customer satisfaction. Actimax installs complex computer and
telephone combined systems using components from suppliers such as
Ascom, Lucent and Intertel.
Since Foresight's investment the company has progressively reduced its
monthly trading losses and is now trading profitably.
Results from the latest audited accounts for the period ended 31 December
1999: operating loss £220,108, net liabilities £411,280.
Date Amount Valuation % Equity/ Loan % of Ordinary
of invested Voting Stock Shares
Investment including at cost Rights Portfolio
Loan Stock
Nov 1998 £600,000 £1,484,337 42% £120,000 10% 2.1%
(plus 6% warrants) Unsecured Loan Stock
Survey and Development Services Limited
Is a specialist geo-spatial data software products and services
company. It serves the growing market for digital mapping and the
building of geographical information system databases. The products
include a software system that creates digital maps and a system that
uses satellite positioning in conjunction with video for recording
facilities for utilities. The company converts existing maps into
digital format.
The company is emerging from a difficult period and is now
trading profitably on a month by month basis. A temporary facility of
£100,000 was provided by shareholders in anticipation of the provision
of a convertible loan facility by a new investor of £250,000. The
provision made at the end of the last year against the cost of the
investment continues.
Results from the latest audited accounts for the year ended 30 June
1999: loss before tax £404,152, net assets £916,925.
Date Amount Valuation % Equity/ Loan % of Ordinary
of invested Voting Shares
Investment Rights Portfolio
Dec 1998 £550,000 £300,000 29.2% £50,000 1%
CyberLife Technology Limited
Is a leading artificial intelligence software company. The range of
products under development covers entertainment software (such as the
computer game 'Creatures') and productivity tools. The technology
also relates to new platforms such as toys, mobile phones and digital
television.
Results from the latest audited accounts for the year ended 31 August
1999: loss before tax £1,322,150, net assets £3,178,459
Date Amount Valuation % Equity/ % of Ordinary
of invested at cost Voting Shares
Investment Rights Portfolio
Jan 1999 £1,000,000 5.3% 3.5%
Advanced Composites Group Limited
Is a well established manufacturer of high technology carbon fibre
composite material, with factories in Heanor north of Derby, and
Tulsa, USA. Successful markets include F1 racing cars, sports
equipment, and aerospace applications.
Results from the latest consolidated audited accounts of the
subsidiary undertakings for the year ended 31 August 1999: loss before
tax £365,000, net assets £3,505,000.
Date Amount Valuation % Equity/ % of Ordinary
of invested at cost Voting Shares
Investment Rights Portfolio
March 1999 £1,500,000 26% 5.2%
e-district.net plc (formerly SyNet Communications Limited)
Runs an internet portal site with an international community of over
1.8 million registered users which generated approximately 120 million
page hits in March 2000. The site provides an increasing number of
facilities including online games, e-mail, personal home pages and
chat, with e-commerce being introduced. The company was floated on
the AIM market in March 2000 at a valuation of £149.7 million.
Foresight sold 6,623,030 shares in the flotation at a placing price of
195p per share to raise £12.39 million net of expenses.
Results from the latest audited accounts for the period ended 31
December 1999: profit before tax £81,059, net assets £517,554.
Date Amount Valuation % Equity/ % of Ordinary
of invested Voting Shares
Investment Rights Portfolio
March 1999 £341,319 £15,670,549 18.8% 54.2%
Telecom 'plus' plc (OFEX listed)
Offers low cost telephone services to private subscribers using
relationship marketing as a means of obtaining new customers.
Services currently offered include the provision of fixed wire and
cellular phone services with the company acting as a switchless
reseller. This business is now growing rapidly and Telecom plus
intends to add gas and electricity to its offering shortly, allowing
its customers to buy all major utilities from one source.
Results from the latest audited accounts for the year ended 31 March
1999: loss before tax £1,135,000, net assets £281,000.
Date Amount Valuation % Equity/ Loan % of Ordinary
of invested Voting Stock Shares
Investment including Rights Portfolio
Loan Stock
June 1998 £475,000 £3,096,250 1.5% £250,000 10.7%
Convertible
The e-Exchange Limited
Has designed and built an internet-based online trading exchange to
deal in the PC market. The company went live with its site in
November and is now generating a growing volume of completed trades.
A further financing round at a price 50% above our cost was completed
in March. This investment has therefore has been valued at the
increased price, some two months after the Company's investment, in
accordance with BVCA guidelines.
Results from the latest audited accounts for the period ended 31
December 1999: operating loss US$6,755,000, net liabilities
US$4,423,000
Date Amount Valuation Ordinary Convertible Warrants % Shares
of invested Shares Loan Ordinary
Investment including US$ each Stock Portfolio
Convertible
Loan Stock
Jan 1998 £933,000 £1,399,500 50,000 450,000 100,000 4.8%
units exercisable
exercisable at US $3 per
at US $1 ordinary
per ordinary share
share
THE 'C' SHARES FUND
UK Directory (Holdings) Limited (OFEX listed)
Operates an internet directory with a search engine containing
approximately 42,000 UK business web site addresses. A magazine which
lists some 21,000 web sites and has a circulation of approximately
17,000. France Telecom uses the UK Directory database for its 'Voila'
web site. Revenue is generated from advertising in various forms.
Results from the latest audited accounts for the period ended 31
August 1999: loss before tax £2,519, net liabilities £44,224.
Date Amount Valuation % Equity/ % of 'C' Shares
of Invested at cost Voting Rights Portfolio
Investment
March 2000 £1,000,000 10% 3.5%
eclipsis.com Group plc (trading as Travelstore.com)
This business has developed an internet-based travel site focused on
the business traveller/SME market. The company is growing partly by
acquiring existing travel agents. Their target customers are frequent
travellers, buying premium tickets, interested in other services and
motivated by loyalty programmes.
A further round of funding is currently in progress and is likely to
raise more expansion capital at a price substantially higher than our
cost.
Results from the latest audited accounts for the period ended 31 March
1999:loss before tax £508,153, net assets £647,445.
Date Amount Valuation % Equity/ % of 'C' Shares
of Invested at cost Voting Rights Portfolio
Investment
Dec 2000 £1,000,000 3.3% 3.5%
FURTHER INVESTMENTS - 'C' SHARES FUND
KeepAhead Limited (Investment completed in April 2000)
Sends out a growing portfolio of quality email services which
consumers can receive virtually every day, for free. Revenue is
generated from advertising, and longer term from e-commerce. The
services cover subjects like sport and current affairs.
The company has 75,000 registered users and is growing rapidly.
No audited accounts produced since incorporation in February 1999.
Date of Investment Amount Invested % Equity/Voting Rights
April 2000 £1,000,000 15% (plus 4% warrants)
Six months to Six months to
31st March 2000 31st March 1999
(unaudited) (unaudited)
Revenue Capital Total Revenue Capital Total
£ £ £ £ £ £
Unrealised gains
and losses on
investments - 30,181,102 30,181,102 - 101,929 101,929
Income 589,152 - 589,152 260,577 - 260,577
Investment
management fees (77,801) (233,405) (311,206) (32,612)(97,837)(130,449)
Other expenses (184,967) - (184,967) (86,406) - (86,406)
--------- ---------- --------- -------- ------- --------
Return on ordinary
activities before
taxation 326,384 29,947,697 30,274,081 141,559 4,092 145,651
(97,916) 70,022 (27,894) (29,727) 20,546 (9,181)
--------- --------- ----------- -------- ------ --------
Return attributable
to equity
shareholders 228,468 30,017,719 30,246,187 111,832 24,638 136,470
Dividends in
respect of
equity shares - (11,889,529)(11,889,529)(109,427) - (109,427)
-------- ---------- ----------- -------- ------- --------
Transfer to
reserves 228,468 18,128,190 18,356,658 2,405 24,638 27,043
------ ---------- ---------- -------- ------- --------
Return per Share:
Ordinary Shares 0.84p 271.24p 272.08p 1.0p 0.2p 1.2p
------ ---------- ---------- -------- ------- --------
Return per Share
'C' Shares 0.94p (0.78)p 0.16p - - -
------ ---------- ---------- --------- ------ --------
Unrealised gains and
and losses on
investments - 529,243 593,243
Income 437,381 - 437,381
Investment
management fees (64,627) (193,881) (258,508)
Other expenses (174,030) - (174,030)
-------- ------- --------
Return on ordinary
activities before
taxation 198,724 399,362 598,086
(69,355) 39,746 (29,609)
--------- ------- --------
Return attributable
to equity
shareholders 129,369 439,108 568,477
Dividends in
respect of
equity shares (110,295) - (110,295)
-------- -------- ---------
Transfer to
reserves 19,074 439,108 458,182
--------- --------- ----------
Return per Share:
Ordinary Shares 1.17p 4.00p 5.17p
--------- --------- ----------
Return per Share
'C' Shares - - -
--------- ---------- ----------
Analysis Between the Ordinary Shares and 'C' Shares Funds (unaudited)
Six months to 31st March 2000 Six months to 31st March 2000
Ordinary Shares Fund 'C' Shares Fund
Revenue Capital Total Revenue Capital Total
£ £ £ £ £ £ £
Unrealised gains and
losses on investments - 30,203,153 30,203,153 - (22,051) (22,051)
Income 211,333 - 211,333 377,819 - 377,819
Investment management
fees (34,418) (103,256) (137,674) (43,383)(130,149) (173,532)
Other expenses (44,369) - (44,369)(140,598) - (140,598)
--------- --------- --------- --------- -------- ---------
Return on ordinary
activities before
taxation 132,546 30,099,897 30,232,443 193,838 (152,200) 41,638
Tax on ordinary
activities (39,764) 30,977 (8,787) (58,152) 39,045 (19,107)
--------- --------- --------- --------- -------- ---------
Return attributable
to equity
shareholders 92,782 30,130,874 30,223,656 135,686 (113,155) 22,531
Dividends in respect
of equity shares - (11,889,529)(11,889,529) - - -
------- ---------- ---------- -------- -------- ------
Transfer to reserves 92,782 18,241,345 18,334,127 135,686 (113,155) 22,531
------- ---------- ---------- -------- -------- ------
Unaudited Balance Sheet
31 March 2000 31 March 1999 31 March 2000
30th September 1999
(unaudited) (unaudited) (audited)
£ £ £ £ £ £
Fixed Assets
Investments 46,753,157 10,026,569 10,036,805
Monies held on deposit
pending investment 10,180,399 299,668 719,032
---------- ---------- ----------
56,933,556 10,326,237 10,755,837
Current Assets
Debtors and prepayments1,127,888 294,960 315,873
Cash at bank 12,001,680 31,226 31,937
---------- ---------- ----------
13,129,568 326,186 347,810
Creditors: amounts falling due
within one year (12,260,006) (249,728) (102,993)
---------- ---------- ----------
Net current assets 869,562 76,458 244,817
---------- ---------- ----------
Net assets 57,803,118 10,402,695 11,000,654
---------- ---------- ----------
Capital and reserves
Called up share capital 413,700 109,427 111,085
Share premium account 38,485,364 10,177,011 10,342,173
Capital reserves 18,654,797 112,137 526,607
Revenue reserves 249,257 4,120 20,789
---------- ---------- ----------
Equity shareholders'
funds 57,803,118 10,402,695 11,000,654
---------- ---------- ----------
Net asset value per share
For Ordinary Shares of 1p each:
Ordinary Shares 264.08p 95.1p 99.0p
'C' Shares 94.07p - -
Analysis Between the Ordinary Shares and 'C' Shares Funds (unaudited)
31st March 2000 31st March 2000
Ordinary Shares Fund 'C' Shares Fund
£ £ £ £
Fixed Assets
Investments 27,471,986 19,281,171
Monies held on deposit
pending investment 1,421,911 8,758,488
---------- ----------
28,893,897 28,039,659
Current Assets
Debtors and prepayments 497,938 766,021
Cash at bank 11,959,487 42,193
---------- ----------
12,457,425 808,214
Creditors: amounts falling
due within one
year (12,016,541) (379,536)
---------- ----------
Net current assets 440,884 428,678
---------- ----------
Net assets 29,334,781 28,468,337
---------- ----------
Capital and reserves
Called up share capital 111,085 302,615
Share premium account 10,342,173 28,143,191
Capital reserves 18,767,952 (113,155)
Revenue reserves 113,571 135,686
---------- ----------
Equity shareholders'
funds 29,334,781 28,468,337
---------- ----------
These interim accounts for the six months ended 31st March 2000 have
been prepared to confirm that the Company has sufficient distributable
reserves to support the interim dividend declared on 14th April 2000
which is payable on 8th May 2000.
They are interim accounts as required by section 272 of the Companies
Act 1985 and are unaudited.
Notes:
1. The revenue column of the Statement of Total Return is the profit
and loss account of the Company.
2. All revenue and capital items in the Statement of Total Return
derive from continuing operations.
3. In accordance with the policy statement published under 'Management
and Administration' in the Company's prospectus dated 1st October
1997, the Directors have charged 75% of the investment management
expenses to the capital reserve.
4. Earnings for the first six months should not be taken as a guide to
the results for the full year.
5. The 'C' shareholders will be entitled to receive any dividends paid
out of the net income derived from the net assets allocable to the 'C'
Shares.
6. An interim dividend of 100p will be paid to Ordinary shareholders
on 8th May 2000 from the capital reserves of the Ordinary Shares fund.
When this was declared the Company became obliged to issue to the
carried interest rights holders 1,960,324 Ordinary Shares at par
carrying the entitlement to participate in this dividend to the extent
of 39.8 pence per Ordinary Share.
7. In order that the Company might make this capital distribution, it
has revoked its status as an investment company, so that under the
Articles of Association, it can regard capital reserves as profits of
the company available for distribution.
8. Basic return per Ordinary Share and 'C' Share is based on the net
revenue on ordinary activities after taxation and is based on
11,108,500 Ordinary Shares (31st March 1999: 10,944,777) and
14,402,435 'C' Shares (1999: Nil).
9. The net asset value per share for both the Ordinary Shares and the
'C' Shares has been calculated on the appropriate allocation of the
Company's assets and liabilities. Other than expenses specifically
attributable to one fund or the other, one quarter of costs incurred
since 1st October 1999 has been allocated to the Ordinary Shares fund
and three quarters to the 'C' Shares.
10. The financial information for the six months ended 31st March 2000
and 31st March 1999 has not been audited. The information for the year
ended 30th September 1999 does not comprise full financial statements
within the meaning of section 240 of the Companies Act 1985. The
financial statements for the year ended 30th September 1999 have been
filed with the Registrar of Companies.
The auditors have reported on those financial statements and that
report was unqualified and did not contain a statement under Section
237 (2) of the Companies Act 1985.