Interim Results
Foresight VCT PLC
26 September 2007
FORESIGHT VCT PLC
PRELIMINARY ANNOUNCEMENT OF RESULTS
Summary
• Net asset value per new Ordinary Share as at 30 June 2007 was 74.6p
(compared to 81.4p as at 16 January 2007, the date of the merger of the
Ordinary and C Share funds).
• £1.6 million of new share capital was raised during the six months under
review.
• The Company made a follow-on investment of £300,000 into High Integrity
Solutions and £325,000 into Trilogy Communications.
• Proceeds of £756,000 realised from the sale of Rapide Communication and the
redemption of loan stock from SmartFOCUS.
CHAIRMAN'S STATEMENT
During the six months under review the merger of the Ordinary Shares fund and C
Shares fund was completed and this is the first report of the combined
portfolio. The net asset value at 30 June 2007 decreased 8.4% to 74.6p per new
Ordinary Share, compared to 81.4p per new Ordinary Share on 16 January 2007, the
date of the merger.
Among the Company's quoted holdings, Oxonica, Sarantel and ANT have
disappointed. On 27 April Oxonica's shares were suspended (at 117.5p) from the
AIM market following the termination of a contract for its fuel additive,
Envirox. Following an agreed settlement with Petrol Ofisi, Oxonica's shares
re-listed on 6 June but the impact of the contract loss on its share price was
significant and at 30 June its shares were trading at 60.0p. Oxonica was
Foresight VCT's largest holding and the movement in share price represented a
fall of £4.8 million in the period.
Sarantel announced 15 design wins for its antennae in its interim results to 31
March 2007 but continued to struggle to convert these wins into volume orders.
Sales for the six months ended 31 March 2007 were £1.5 million against £2.3
million a year earlier. Existing investors including Foresight VCT have
committed to provide £2.1 million in ongoing working capital for the business.
ANT recently announced that the rollout of IPTV across its customer base was not
accelerating as quickly as originally anticipated and that the expected
reduction in current year revenues will result in a significantly greater loss
for 2007 than originally envisaged.
On the other hand, SmartFOCUS increased revenues by 52% and delivered £918,000
in operating profit in the year to 31 December 2006 and continues to make strong
progress. The company's share price improved from to 14.5p to 17.5p in the
period, representing an uplift of some £600,000.
Among the Company's unquoted portfolio companies, Actimax and Covion made
encouraging progress and improved profitability in the period, while
Skillsmarket successfully raised further capital to fund expansion. Actimax
achieved 58% sales growth to £5.0 million in the year to 31 December 2006 and a
four-fold increase in operating profits to £159,000. The company has continued
to win new orders in the current year and is optimistic about its full year
prospects. Covion Holdings continued to win new orders for its facilities
management services from companies such as Britvic, Cooper Avon Tyres and
Cosmetic Outsourcing Solutions International. As a result Covion reported
revenues in excess of £20 million and profits in excess of £1 million for the
year ended 31 December 2006. 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.
During the period the Company made follow-on investments of £300,000 in High
Integrity Solutions Limited and £325,000 in Trilogy Communications Limited. High
Integrity Solutions made progress in winning contracts for its software
solutions for project engineers and has secured an order pipeline in excess of
£5 million but continues to operate at a loss. Trilogy Communications raised a
further £1.5 million from existing investors as it seeks to develop products for
the defence and homeland security markets.
Realisations
Foresight VCT received proceeds of £666,667 following the redemption of the loan
stock from SmartFOCUS and a further £88,860 from the sale of the remaining
holding in Rapide Communication (formerly Wire-e).
Results
The results for the six months from 1 January 2007 to 30 June 2007 are set out
below. The net asset value per new Ordinary Share as at 30 June 2007 was 74.6p
(31 December 2006: N/A). The total return (after tax) attributable to new
Ordinary Shareholders was a loss of 5.6p (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 to shareholders a steady
flow of dividends from income and realised capital gains.
The Board is not recommending an interim dividend for the year ended 31 December
2007 at this time.
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 OFEX are valued at the bid price
as at 30 June 2007. The portfolio valuations are prepared by Foresight Venture
Partners and are subject to approval by the Board.
Share Issues and Share Buybacks
The Board is pleased to announce that during the period the top-up offer was
closed, fully subscribed, in April 2007 having raised gross process of
approximately £1.6 million from the issue of 1,974,248 New Ordinary Shares.
The Dividend Investment Scheme raised approximately £36,000 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, 1,800,000 Ordinary Shares
were purchased for cancellation at a cost of £1,222,253.
Outlook
The market in which Foresight VCT operates continues to be buoyant in terms of
potential new investment opportunities. However at this time, the combined
portfolio is considered to be fully invested. Consequently, while your manager
continues to monitor new opportunities it is currently limiting any further
commitments to existing portfolio companies.
Foresight Venture Partners continues to actively investigate liquidity
opportunities within the portfolio, which, if successful, should provide the
resources both to recommence making new investments and enable further
distributions to shareholders.
Peter Dicks
Chairman
September 2007
Unaudited Profit and Loss Account
For the six months ended 30 June 2007
Six months Six months Year ended
ended 30 ended 30 31 December
June 2007 June 2006 2006
Restated
(unaudited) (unaudited) (audited)
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£ £ £ £ £ £ £ £ £
Unrealised losses - (2,008,811) (2,008,811) - (4,919,982) (4,919,982) - (3,353,701) (3,353,701)
on investments
Realised (losses)/ - (44,473) (44,473) - 212,219 212,219 - 218,789 218,789
gains on
investments
Income 219,668 - 219,668 236,561 - 236,561 497,635 - 497,635
Investment (116,067) (348,199) (464,266) (133,328) (399,984) (533,312) (250,403) (751,208) (1,001,611)
management fees
Other expenses (236,003) - (236,003) (297,725) - (297,725) (501,885) - (501,885)
Loss before (132,402) (2,401,483) (2,533,885) (194,492) (5,107,747)(5,302,239) (254,653) (3,886,120) (4,140,773)
taxation
Taxation - - - - - - (477) 477 -
Loss for the (132,402) (2,401,483) (2,533,885) (194,492) (5,107,747)(5,302,239) (255,130) (3,885,643) (4,140,773)
period
Earnings per share
New Ordinary (0.29)p (5.31)p (5.60)p N/a N/a
Shares
Ordinary Shares N/a N/a N/a (7.07)p (3.17)p
C Shares N/a N/a N/a (11.90)p (10.38)p
All revenue and capital items in the profit and loss account derive from
continuing operations. There were no other recognised gains or losses for the
period.
Earnings for the period should not be taken as a guide to the results for the
full year.
Unaudited Balance Sheet
as at 30 June 2007 30 June 2007 30 June 2006 31 December 2006
(unaudited) (unaudited) (audited)
£ £ £ £ £ £
Non-Current Assets
Assets held at fair 31,376,219 32,201,449 33,560,030
value through profit or
loss - Investments
Current Assets
Debtors and prepayments 840,494 898,876 871,954
Current investments 1,933,944 2,873,443 2,593,769
Cash at bank 225,235 7,619 34,092
2,999,673 3,779,938 3,499,815
Current Liabilities
Other creditors 398,394 250,194 263,039
Accruals 145,887 163,132 139,575
(544,281) (413,326) (402,614)
Net current assets 2,455,392 3,366,612 3,097,201
Net assets 33,831,611 35,568,061 36,657,231
Capital and reserves
Called up share capital 453,730 498,674 497,674
Share premium account
8,626,161 7,014,309 7,014,309
Special distributable 21,608,376 24,208,564 23,785,791
reserve
1,914,213 1,722,810 3,296,391
-Revaluation reserve
Distributable reserve 1,229,131 2,123,704 2,063,066
Equity shareholders' 33,831,611 35,568,061 36,657,231
funds
Net asset value per
share of 1 pence each:
New Ordinary 74.56p N/a N/a
Shares
Ordinary Shares N/a 51.27p 55.25p
C Shares N/a 79.78p 81.44p
Unaudited Cashflow Statement for the six months ended 30 June 2007
Six months ended Six months ended Year ended 31
30 June 2007 30 June 2006 December 2006
(unaudited) (unaudited) (audited)
£ £ £
Operating activities
Dividends received 32,638 - 6,260
Deposit and similar interest 196,650 223,042 477,037
Other cash receipts 3,680 - 7,360
Investment management fees paid (676,023) (503,156) (717,786)
Other cash payments 135,581 (233,349) (494,578)
Net cash outflow from operating activities (307,474) (513,463) (721,707)
Investing activities
Purchase of non-current investments (625,000) (250,000) (400,000)
Sale of non-current investments 755,527 1,562,743 1,927,742
Net cash inflow from investing activities 130,527 1,312,743 1,527,742
Net cash (outflow)/inflow before financing and liquid (176,947) 799,280 806,035
resource management
Management of liquid resources
(Decrease)/increase in current investments 659,825 (124,273) 155,401
659,825 (124,273) 155,401
Financing
Purchase of own shares (1,222,253) (767,712) (1,027,667)
Issue of shares 1,632,051 - 13,921
Equity dividends paid (701,533) (61,599) (75,521)
(291,735) (829,311) (1,089,267)
Net increase/(decrease) in cash 191,143 (154,304) (127,831)
Unaudited Reconciliation of Movement in Shareholders' Funds
For the six months ended 30 June 2007
Six months ended Six months ended Year ended 31
30 June 2007 30 June 2006 December 2006
(unaudited) (unaudited) (audited)
£ £ £
Opening shareholders' funds 36,657,231 41,795,683 41,795,683
Net share capital subscribed/(bought back) in the period 409,798 (849,862) (922,158)
Loss for the period (2,533,885) (5,302,239) (4,140,773)
Dividends paid in the period (701,533) (75,521) (75,521)
Closing shareholders' funds 33,831,611 35,568,061 36,657,231
Notes to the Unaudited Financial Statements
For the six months ended 30 June 2007
1. Principal accounting policies
The following accounting policies have been applied consistently throughout the
period. Full details of accounting policies will be disclosed in the Annual
Report and Financial Statements.
a) Basis of Accounting
The accounts have been prepared in accordance with United Kingdom Generally
Accepted Accounting Practice, and with the 2003 Statement of Recommended
Practice, Financial Statements of Investment Trust Companies', revised December
2005.
As a result of the Directors' decision to distribute capital profits by way of
a dividend, the Company revoked its investment company status as defined under
section 266 (3) of the Companies Act 1985, in March 2000.
Consequently, the financial statements have been drawn up to include a statutory
profit and loss account in accordance with Schedule 4 of the Companies Act 1985
and Financial Reporting Standard 3 'Reporting Financial Performance'. This has
no effect on total returns or net assets per share.
b) Investments
Investments are classified as fair value through profit or loss.
Quoted investments are stated on a bid price basis in accordance with FRS 26.
Unquoted investments are stated at fair value by the Directors in accordance
with the following rules, which are consistent with IPEVCV guidelines:
i investments which have been made in the last 12 months are at fair value,
unless another methodology gives a better indication of fair value, will be
cost;
ii Investments in companies at an early stage of their development are also
valued at fair value, which unless another methodology gives a better
indication of fair value, will be at cost; and
iii. Investments which have been held for more than 12 months and which have
gone beyond the stage of their development in (ii) above are valued, in the
absence of overriding factors, using a suitable price-earnings ratio discounted
to reflect the lack of marketability. Where overriding factors apply alternative
methods of valuation will be used. These will include the application of a
material arms length transaction by an independent third party, cost, cost less
provision for impairment, discounted cash flow, or a net asset basis.
Unrealised capital gains and losses on investments are dealt with in the
revaluation reserve and any movements are reflected through the profit and loss
account. The only exception to this rule occurs when the Directors believe that
there has been a permanent diminution in the value of an investment. In such
circumstances, the associated write down in the value of the investment is
charged directly through the face of the profit and loss account.
2. On 16 January 2007, 14,791,348 Ordinary Shares held at 15 January
were redesignated as 10,177,029 C shares in accordance with a Conversion Ratio
such that the total number of shares so redesignated is in proportion to the
ratio which the Unaudited net asset value of the Ordinary Shares Fund portfolio
bore to the Unaudited net asset value of the C Shares Fund portfolio as at 15
January 2007. The balance of 4,614,319 Ordinary Shares in each Shareholder's
holding of Ordinary Shares, having a nominal value of £46,143 was redesignated
as Deferred Shares and was purchased by the Company for an aggregate amount of
1p. All of the resulting 45,153,120 C Shares were then redesignated as New
Shares and the articles of association of the Company were amended so that all
of the assets and liabilities of the Company as at 16 January 2007 were merged
into a single pool of assets and liabilities to which the holders of the New
Shares are exclusively entitled.
3. 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.
4. The New Ordinary Shareholders will be entitled to receive any dividends
paid out of the net income from the net assets attributable to the New Ordinary
Shares.
5. 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.
6. Income
Six months ended Six months ended Year ended 31
30 June 2007 30 June 2006 December 2006
(unaudited) (unaudited) (audited)
£ £ £
Dividends 32,638 4,024 10,284
Overseas based OEICS 52,757 73,626 135,894
Loan stock interest 127,315 150,825 334,651
Bank deposits 4,416 2,963 5,122
Other 2,542 5,123 11,684
Total Income 219,668 236,561 497,635
7. Current investments at 30 June 2007 represent funds invested in 3
Dublin based OEIC money market funds managed by Blackrock Investment Managers,
Insight Investment Management and Royal Bank of Scotland.
8. Earnings and return per share
The basic earnings, revenue return and capital return per share shown below
for each period are respectively based on numerators i)-iii), each divided by
the weighted average number of shares in issue in the period - see iv) below
Earnings and return per share
New Ordinary Shares Six months ended
30 June 2007
£
Total earnings after taxation (2,533,885)
i) Basic earnings per share (pence) (5.60)p
Net revenue from ordinary activities after taxation ( 132,402)
ii) Revenue return per share (pence) (0.29)p
Capital loss ( 2,401,483)
iii) Capital loss per share (pence) (5.31)p
iv) Weighted average number of shares in issue in the period
45,222,731
Ordinary Shares fund Six months ended Year ended
30 June 2006 31 December 2006
£ £
Total earnings after taxation (1,063,082) ( 473,972)
i) Basic earnings per share (pence) (7.07)p (3.17)p
Net revenue from ordinary activities after taxation (8,907) 8,291
ii) Revenue return per share (pence) (0.06)p 0.06p
Capital loss (1,054,175) ( 482,263)
iii) Capital loss per share (pence) (7.01)p (3.23)p
iv) Weighted average number of shares in issue in the period 15,037,434 14,913,380
C Shares fund
Six months ended Year ended
30 June 2006 31 December 2006
£ £
Total earnings after taxation (4,239,157) ( 3,666,801)
i) Basic earnings per share (pence) (11.90)p (10.38)p
Net revenue from ordinary activities after taxation (185,585) (263,421)
ii) Revenue return per share (pence) (0.52)p (0.75)p
Capital loss (4,053,572)) ( 3,403,380)
iii) Capital loss per share (pence) (11.38)p (9.63)p
iv) Weighted average number of shares in issue in the period 35,632,610 35,337,543
9. Net asset value per New Ordinary Share is based on net assets at the end
of the period, and on 45,373,031 New Ordinary Shares, being the number of
Ordinary Shares in issue on that date.
10. The financial information for the six months ended 30 June 2007 has not
been audited or previously published. The information for the year ended 31
December 2006 does not comprise full financial statements within the meaning of
Section 240 of the Companies Act 1985. The financial statements for the year
ended 31 December 2006 have been filed with the Registrar of Companies. The
auditors have reported on these financial statements and that report was
unqualified and did not contain a statement under Section 237(2) of the
Companies Act 1985.
This information is provided by RNS
The company news service from the London Stock Exchange