Preliminary Results
Foresight Technology VCT PLC
21 December 2001
Foresight Technology VCT plc
Preliminary Announcement of results for the year ended 30 September 2001
Chairman's Statement
Introduction
The year under review has been a disappointing one for stock markets in
general. With technology spending declining, share prices of technology
companies fell dramatically on a world wide basis from the high points reached
in early 2000. At the same time fears of a recession, led by the USA, mounted
in many economies around the world. The UK economy and share prices have not
been immune to these trends, although have weathered the storm reasonably
well. Currently, there are signs of the situation stabilising, but the outlook
remains uncertain.
Results
The results for the year from 1 October 2000 to 30 September 2001 are set out
in the following pages. The total return (after tax) attributable to the
Ordinary Shareholders was a loss of £14,951,636 (2000: profit of £28,335,728)
and the net asset value per Ordinary Share as at 30 September 2001 was 96.09p
(2000: 210.71p). It will be remembered that a dividend of 100p was paid during
the previous year. With regard to the holders of 'C' Shares the attributable
loss (after tax) before the payment of dividends during the year was £
3,028,312 (2000: £89,857) and the net asset value per 'C' Share as at 30
September 2001 was 80.06p (2000: 93.50p).
The after tax revenue return for the year (before capital losses) per Ordinary
Share was a loss of 0.09p and a profit of 2.81p per 'C' Share for the year to
30 September 2001.
Dividend
In relation to 'C' Shares, the Company paid an interim dividend in July of
2.00p net (2000: nil pence) per 'C' Share on the basis of the results for the
six months ended 31 March 2001. The Board is recommending a further dividend
of 2.50p per 'C' Share giving total dividends of 4.50p per 'C' Share for the
year ended 30 September 2001. The Board is not recommending a dividend on the
Ordinary Shares (2000: 100.00p).
Share issues
The Company has issued 493,600 Ordinary Shares and 920,066 'C' Shares pursuant
to a public offer for subscription of 'C' Shares and the 2001 warrant
exercise. The next warrant exercise date is 31 January 2002.
Ordinary Shares fund
There have been a number of significant changes in the valuations of our
investments since reporting on the interim period ending 31 March 2001. As
reported in the update dated 30 October, shares in e-district net plc, an
investment made by the Ordinary Shares fund, have been re-listed for dealings
on AIM. The financial statements show a write down of the investment in
e-district of £17 million since 30 September 2000 when the investment was
valued at £17.95 million. The holding has been valued to reflect the
re-listing giving a valuation of £926,000. Given the continued trading
progress by Advanced Composites Group Limited, another Ordinary Shares fund
investment, our investment advisers, VCF Partners, have valued this investment
on a PE basis using an index of comparable companies, after an appropriate
discount, in accordance with BVCA guidelines. This has resulted in a valuation
of £6.8 million compared with a cost of £1.6 million. We have also increased
the provision against the investment in Survey and Development Services
Limited due to the company's continuing difficulties.
As at 30 September 2001 £9.9 million had been invested or approved for
investment in 12 companies. This represented approximately 90% of the Ordinary
Shares fund, the balance being invested in fixed interest securities and cash
deposits. As at 30 September 2001, the capital reserves show, on a capital
base of £10.8 million, a net unrealised capital gain of £1.9 million which is
net of provisions in respect of investments in Survey and Development Services
Limited and Creature Laboratories Limited and capitalised management expenses
(net of tax relief).
'C' Shares fund
In light of the current market conditions and in particular the severity of
the technology slowdown the valuations of a number of the investments in the
'C' Shares fund have been reduced. It should be borne in mind that many of the
companies in which the 'C' Shares fund has invested are at an earlier stage in
their development than companies in the more established Ordinary Shares fund
which can make them more susceptible to a downturn.
As at 30 September 2001 £12.8 million had been invested or approved for
investment in 15 companies. This represented approximately 50% of the 'C'
Shares fund, the balance being invested in fixed interest securities and cash
deposits. Several further investments are also being considered at present by
your advisers, VCF Partners, and the Board. There have been a number of
provisions made against, and reductions in, the valuations of investments
since the interim report for the six months ended 31 March 2001 totalling £1.8
million including unlisted companies Travelstore.com plc, KeepAhead Limited
and iDesk plc and listed companies FFastFill plc, UK Directory (Holdings)
Limited and themutual.net plc. The OFEX share facility for UK Directory
(Holdings) Limited was suspended on 29 November 2001 following an announcement
that the company would cease trading via a voluntary solvent liquidation with
the expectation that some capital will be returned to shareholders. However,
VCF Partners, are encouraged by the quality and number of new investment
opportunities and new investments are generally being made in companies at a
more mature stage of development and at lower valuations than was common a
year ago. As at 30 September 2001, the reserves show, on a capital base of £
31.3 million, an unrealised capital loss of £4.7 million which is net of
provisions in respect of investments in Travelstore.com plc, KeepAhead Limited
and iDesk plc, reduced valuations for UK Directory (Holdings) Limited,
FFastFill plc and themutual.net plc and capitalised management expenses (net
of tax relief).
Details of the Company's investments are given in the Advisers' and Managers'
Report.
Valuation policy
The unquoted investments held by the Company have been valued in accordance
with the British Venture Capital Association guidelines under which unquoted
investments are not normally revalued above cost for at least 12 months after
the date of acquisition. The investments which are traded on AIM, OFEX or the
London Stock Exchange and the fixed interest securities are carried at
mid-market value. The Board and the Advisers, in any event, always attempt to
follow a consistent and prudent valuation policy.
CREST
The Companies securities entered CREST, a paperless settlement system, on 27
September 2001 which enables the Company's securities to be held in an
uncertificated form. CREST is a voluntary system and those shareholders and
warrantholders who wish to retain their certificates may do so.
Recent investments
In October 2001, the Company invested £1 million in Aquasium Technologies
Limited which is engaged in the design, manufacture and servicing of electron
beam welding and vacuum furnace equipment.
Also in October 2001, the Company invested £1 million in Blue Curve
Research.net Limited, a software company that sells its products to investment
banks and fund managers to automate the production and distribution of
research materials.
On 19 December 2001 themutual.net plc entered into a conditional agreement to
acquire the whole of the issued share capital of KeepAhead Limited. The 'C'
Shares fund has investments in both companies. A further announcement will be
made when the acquisition becomes unconditional.
Finally, I would like to take this opportunity to thank all shareholders and
warrantholders for their continued support and I look forward to welcoming you
at the Annual General Meeting on 26 February 2002.
Peter Dicks
Chairman
20 December 2001
THE VENTURE CAPITAL FUNDS
VCF Partners advise the Company in respect of investments made within the
Ordinary Shares fund and the 'C' Shares fund. During the year ended 30
September 2001, two further investments were made in existing investee
companies from the Ordinary Shares fund at a cost of £350,000 and seven new
investments and two further investments were made from the 'C' Shares fund at
a cost of £6.3 million. The full investment portfolio of both funds as at 30
September 2001 is detailed below.
ORDINARY SHARES FUND
Sapphire International Limited
Owns the established 'DataEase' family of computer database software products
and has a worldwide base of several hundred thousand users. The Company now
combines a consulting/professional services organisation with the sale of
DataEase software products.
Results from the latest audited accounts for the year ended 31 December 1999:
profit before tax £251,000 net assets £1,761,000.
Date of Amount invested Valuation % Equity/ Loan % of Ordinary
investment including Voting Stock Shares
Loan Stock Rights Portfolio
July 1988 £1,190,000* Cost 18.6% £440,000 10% 9.94%
July 2000, Unsecured Loan
October 2000 Stock
& July 2001
* including further investment of £150,000 in October 2000 and including
£20,000 unpaid interest capitalised as further loan stock in each of October
2000 and July 2001.
Actimax plc
Supplies digital telecommunications systems to small and medium sized
customers. The company installs complex computer and telephone combined
systems using components from suppliers such as Ascom, Lucent and Intertel.
The company has also won the Comms Dealer of the year award and is now trading
at break even.
Results from the latest audited accounts for the period ended 31 December
2000: loss before tax £171,600, net liabilities £502,880.
Date of Amount invested Valuation % Equity/ Loan % of Ordinary
Investment including Voting Stock Shares
Loan Stock Rights Portfolio
November 1998 £600,000 Cost 42% £120,000 10% 5.01%
& March 2000 (plus 6% Unsecured
Warrants) Loan Stock
Survey and Development Services Limited
Is a specialist geo-spatial data software products and services company which
serves the growing market for digital mapping and geographical information
system databases. The products include a software system which 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.
Following the difficult trading conditions experienced by the company this
year, a new injection of capital was requested from its investors; due to
uncertainty at the time of writing this report the valuation of this
investment has been written down to £100,000.
Results from the latest audited accounts for the year ended 30 June 2000: loss
before tax £79,773, net assets £837,152.
Date of Amount invested Valuation % Equity/ Loan % of Ordinary
Investment including Voting Stock Shares
Loan Stock Rights Portfolio
December 1998 £700,000* £100,000 29.3% £200,000 0.84%
December Redeemable
2000 & April
2001
* includes further investments of £100,000 in loan stock in each of December
2000 and April 2001.
Creature Laboratories Limited (formerly CyberLife Technology Limited)
Is a leading artificial intelligence software company. The range of
entertainment software products under development include games such as '
Beasts' and 'James Pond'. The technology also relates to new platforms such as
toys, mobile phones and digital television. The valuation has been adjusted to
reflect the further round of fundraising in September 2000.
Results from the latest audited accounts for the 16 months ended 31 December
2000: loss before tax £3,956,143, net liabilities £772,426.
Date of Amount invested Valuation % Equity/ Loan % of Ordinary
investment including Voting Stock Shares
Loan Stock Rights Portfolio
January 1999 £1,500,000 £746,375 11.1% £500,000 6.23%
& September Convertible
2000
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.
The valuation of the investment has increased from £2.4 million to £6.8
million. After two years of growing profits, the company has now been valued
on a PE basis, using an index of comparable companies after an appropriate
discount. This change in valuation is in accordance with BVCA guidelines.
Results from the latest consolidated audited accounts for the year ended 31
August 2001: profit before tax £2,713,000, net assets £7,127,000.
Date of Amount invested Valuation % Equity/ % of Ordinary
investment including Voting Shares
Loan Stock Rights Portfolio
March 1999, £1,622,978 £6,805,754 27.5% 56.83%
October 1999
& July 2000
e-district.net plc (AIM listed)
Operates a portal site which provides an increasing number of facilities
including online games, e-mail, personal home pages and chat available from a
number of platforms. The company was floated on the AIM market in March 2000
at a valuation of £149.7 million - when Foresight sold 6,623,030 shares to
raise £12.4 million net of expenses. The company recently announced that
Michael Sinclair (also chairman of iDesk plc) bought a 29% shareholding and
became executive chairman.
Results from the latest audited accounts for the year ended 31 December 2000:
loss before tax £2,192,853, net assets £12,744,786.
Date of Amount invested Valuation % Equity/ % of Ordinary
investment Voting Shares
Rights Portfolio
March 1999 £341,319 £925,987 18.6% 7.73%
Telecom plus plc (listed on the London Stock Exchange)
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 has recently been awarded a national gas license for domestic
supply allowing its customers to buy several utility services from one source.
Foresight currently holds 1,250,000 ordinary shares in the company after
converting £250,000 of loan stock, part of it's original investment of £
475,000, into ordinary shares in December 2000.
Results from the latest audited accounts for the year ended 31 March 2001:
profit before tax £2,510,000, net assets £7,537,000.
Date of Amount invested Valuation % Equity/ % of Ordinary
investment Voting Shares
Rights Portfolio
June 1999 £475,000 £893,750 2.5% 7.46%
Clarity Commerce Solutions plc (AIM listed)
Is part of a group of companies that provide EPOS solutions, CRM products and
services to the UK hospitality and leisure markets including the pub market
place and the restaurant and nightclub sector. Foresight invested £500,000 in
a placing in July 2000. Foresight currently holds 400,000 ordinary shares in
the company.
Results from the latest audited accounts for the 15 month period ended: 31
March 2001: loss before tax £1,111,000, net assets £4,398,000.
Date of Amount invested Valuation % Equity/ % of Ordinary
investment Voting Shares
Rights Portfolio
July 2000 £500,000 £346,000 4.2% 2.89%
THE 'C' SHARES FUND
Travelstore.com plc
Provides an online service for making business travel arrangements. It offers
a range of features for corporate and small business travellers including 24
hour telephone support. The company has recently started focusing on
generating sales of its travel booking software to second tier airlines.
The Board believes it is prudent to write down the investment due to difficult
trading conditions.
Results from the latest audited accounts for the year ended 31 March 2001:
loss before tax £11,896,915, net assets £5,678,433.
Date of Amount invested Valuation % Equity/ % of 'C'
investment Voting Shares
Rights Portfolio
December 1999 £1,339,000* £426,500 3.5% 1.69%
& November 2000
* includes a further investment of £339,000 in November 2000
KeepAhead Limited
Despatches lifestyle email services (e.g. current affairs, astrology, sport)
which approximately 200,000 registered users receive free of charge. Revenue
is generated from targeted e-mail advertising. The board believe it is prudent
to write down this investment due to the downturn in the internet sector.
Results from the latest audited accounts for the year ended 31 March 2001:
loss before tax £709,815, net assets £198,756.
Date of Amount invested Valuation % Equity/ % of 'C'
investment Voting Shares
Rights Portfolio
April 2000 £1,000,000 £250,000 15% 0.99%
UK Directory (Holdings) Limited (OFEX Listed)
Operates an internet based directory of business websites, available on-line
through the portal www. ukdirectory.co.uk and offline via the publication of a
nationally distributed magazine available from WH Smith. Established in 1995,
the company has developed a database of over 65,000 UK primary domain names,
each of which is manually vetted for content and category classification
providing users with access to over one million web pages. In addition to the
UK operations, the company is joint owner of an Australian company, Oz
Directory Pty Ltd. Foresight currently holds two million ordinary shares in
the company. On 29 November 2001, UK Directory (Holdings) Limited's shares
were suspended from trading on OFEX.
Results from the latest audited accounts for the year ended 31 August 2000:
loss before tax £346,956, net assets £2,375,671.
Date of Amount invested Valuation % Equity/ % of 'C'
investment Voting Shares
Rights Portfolio
April 2000 £1,000,000 £140,000 10% 0.55%
themutual.net plc (AIM Listed)
Operates a financial information website and sells targeted advertising by
email aimed at their online investors. themutual.net's shares were listed on
the AIM market in June 2000. There were over 200,000 registered users as at 31
March 2001. Foresight currently holds 342,730,249 ordinary shares in the
company.
Results from the latest audited accounts for the year ended 30 April 2001:
loss before tax £1,221,100, net assets £561,928.
Date of Amount invested Valuation % Equity/ % of 'C'
investment Voting Shares
Rights Portfolio
June 2000 £500,000 £137,092 9.31% 0.54%
FFastFill plc (AIM Listed)
Is a software company that develops sophisticated trading solutions for
futures and options traders, brokers and risk managers. Its system has three
key features; firstly, Windows NT trading screen with sophisticated
proprietary pricing calculation and strategy functions; secondly, N&K
management software allowing management to monitor, limit and even reverse
positions in real time; and thirdly, connectivity to exchanges. Following
trading difficulties, a new CEO has been appointed and other personnel changes
have been made. Foresight currently holds 914,070 ordinary shares in the
company.
Results from the latest audited accounts for the year ended 31 March 2001:
loss before tax £5,105,274, net assets £12,362,446.
Date of Amount invested Valuation % Equity/ % of 'C'
investment Voting Shares
Rights Portfolio
July 2000 £500,000 £43,418 2.01% 0.17%
Sarantel Limited
Seeks to become a market leader in the design and manufacture of a range of
mobility antenna
products which include GPS antennas, BlueToothTM antennas and 3rd Generation
UMTS antennas. The company's technology enhances the performance of mobile
phones and other wireless devices by reducing the amount of electromagnetic
energy absorbed by the user.
Dormant accounts submitted to 28 September 2000.
Date of Amount invested Valuation % Equity/ Loan % of 'C'
investment including Voting Stock Shares
Loan Stock Rights Portfolio
September £1,000,000* Cost 7.5% £900,000 3.96%
2000
April 2001 &
June 2001
*including draw-downs of the second and final tranches of committed funds of
£166,667 in April 2001 and £333,333 in June 2001.
Mondas plc (AIM Listed)
Has developed e-Business technologies to allow securities and investment
houses to deploy new front and back office applications to facilitate straight
through processing. Customers benefit from improved content management,
document management, business process software and service solutions.
Foresight currently holds 200,000 ordinary shares in the company in addition
to the loan stock.
Results from the latest audited accounts for the year ended 30 April 2001:
loss before tax £1,504,042, net assets £3,462,338.
Date of Amount invested Valuation % Equity/ Loan % of 'C'
investment including Voting Stock Shares
Loan Stock Rights Portfolio
October 2000 £1,000,000 £889,000 7.7% £900,000 1.98%
Convertible
Callserve Communications plc
Is a voice over IP telecoms network and service provider which enables
telephone calls to be made from a PC via the internet to any phone worldwide.
Results from the latest audited accounts for the 10 month period ended 31
March 2000: loss before tax £1,324,624, net assets £1,598,303.
Date of Amount invested Valuation % Equity/ % of 'C'
investment Voting Shares
Rights Portfolio
October 2000 £500,000 Cost 1.27% 3.52%
iDesk plc
Provides telcos, ISPs and other blue chip customers with outsourced technical
help desks, operated from a call centre in London. iDesk also sells its
proprietary and licensed CRM software and provides electronic billing
services. The board believes it is prudent to write down the investment by 50%
due to difficult trading conditions in the company's market.
Results from the latest audited accounts for the 17 month period ended 31
December 1999: loss before tax £1,398,464, net liabilities of £989,723.
Date of Amount invested Valuation % Equity/ % of 'C'
investment Voting Shares
Rights Portfolio
November 2000 £500,000 £250,000 1.47% 0.99%
iCore Limited
Is an IT management services company, with services that range from strategic
IT reviews, infrastructure design and management, outsourcing procurement,
through to business process management, interim project management, and
establishing project offices. The company is now trading profitably.
Results from the latest audited accounts for the year ended 30 June 2001: loss
before tax £644,942, net assets £5,942.
Date of Amount invested Valuation % Equity/ % of 'C'
investment Voting Shares
Rights Portfolio
December 2000 £750,000 Cost 16.7% 2.97%
Heritage Image Partnership
Is creating a library of images available to customers over the internet and
has exclusive access to the content from five heritage institutions including
The British Library and the Science Museum. The images are sold chiefly to
companies in the media, advertising and design sectors.
Results from the latest audited accounts for the 11 month period ended 31
December 2000: loss before tax £1,376,794, net liabilities £1,375,795.
Date of Amount invested Valuation % Equity/ % of 'C'
investment Voting Shares
Rights Portfolio
March 2001 £950,000 Cost 18.7% 3.76%
Monactive Limited (formerly Xpert Client Systems Limited)
Is a provider of software asset management tools with over 100 customers. The
company's software monitors software usage on PC networks providing corporates
with data for cost reduction and compliance. Its customers are able to reduce
their software licensing costs whilst demonstrating legal compliance.
Results from the latest audited accounts for the year ended 31 July 2000: loss
before tax £320,800, net liabilities £287,249.
Date of Amount invested Valuation % Equity/ Loan % of 'C'
investment including Voting Stock Shares
Loan Stock Rights Portfolio
March 2001 £750,000 Cost 17.6% £375,000 2.97%
ANT Limited
Is a software company that develops embedded browsers to improve users'
interactive communication with digital television sets and other consumer
electronic devices.
Results from the last audited accounts for the year ended 31 December 2000:
loss before tax £848,332, net assets £956,306.
Date of Amount invested Valuation % Equity/ Loan % of 'C'
investment including Voting Stock Shares
Loan Stock Rights Portfolio
July 2001 £1,000,000 Cost 5.3% £900,000 3.96%
Administrative costs for Telecom plus plc, themutual.net plc and FFastFill plc
were previously included in the amount invested. We believe it is more
accurate to show the investment as the figures shown in the investment
agreements. The differences shown in the amount invested to those within the
Report and Financial Statements for the year ended 30 September 2000 are £758,
£2,938 and £6,116 respectively, totalling £9,812.
INVESTMENTS MADE SINCE THE YEAR END - 'C' SHARES FUND
Blue Curve Research.net Limited
Is a software company that sells its products and services to investment banks
and fund managers to automate the production and distribution of research
material.
Results from the latest audited accounts for the year ended 31 December 2000:
profit before tax £82,712, net assets of £46,562.
Date of investment Amount invested % Equity/Voting Rights
October 2001 £1,000,000 25%
Aquasium Technologies Limited
Is engaged in the design, manufacture and servicing of electron beam welding
and vacuum furnace equipment.
No audited accounts are available as the company was incorporated in June
2001.
Date of investment Amount invested % Equity/Voting Rights
October 2001 £1,000,000 33.3%
ASSOCIATED FUNDS
VCF Partners also advise TriVest VCT plc in respect of investments.
Investments of £300,000, £250,000, £1 million, £500,000 and £500,000 have been
made by TriVest VCT plc in Heritage Image Partnership Limited, Monactive
Limited, ANT Limited, Hillgate (225) Limited, the holding company of Blue
Curve Research.net Limited and Aquasium Technologies Limited respectively.
THE FIXED INTEREST FUNDS
The Ordinary Shares fixed interest portfolio and the 'C' Shares fixed interest
portfolio constitute the balance of the net proceeds from the issues of
Ordinary Shares and 'C' Shares. These funds are invested in fixed interest
securities and cash deposits by Cazenove Fund Management Limited.
Non-Statutory Analysis between the Ordinary Shares and 'C' Shares Funds
Statements of Total Return
for the year ended 30 September 2001
Ordinary Shares Fund 'C' Shares fund
Revenue Capital Total Revenue Capital Total
£ £ £ £ £ £
Gains and
losses on
investments - (14,684,938) (14,684,938) - (3,506,801) (3,506,801)
Income 192,839 - 192,839 1,656,947 - 1,656,947
Investment
Management (105,908) (317,722) (423,630) (185,820) (557,461) (743,281)
fees
Other (107,760) - (107,760) (315,177) - (315,177)
expenses
---------- -------- ---------- ---------- --------- ---------
Return on
ordinary
activities
before
taxation (20,829) (15,002,660)(15,023,489) 1,155,950 (4,064,262) (2,908,312)
Tax on
ordinary
activities 8,309 63,544 71,853 (231,494) 111,494 (120,000)
------- ---------- ---------- --------- -------- ---------
Return
attributable
to equity
shareholders (12,520) (14,939,116)(14,951,636) 924,456 (3,952,768) (3,028,312)
Dividends in
respect of
equity
shares - - - (1,500,926) - (1,500,926)
------- ----------- ----------- ---------- ---------- ----------
Transfer
from
reserves (12,520) (14,939,116)(14,951,636) (576,470)(3,952,768) (4,529,238)
--------- --------- --------- ------- --------- ----------
Return per (0.09)p (112.47)p (112.56)p 2.81p (11.99)p (9.18)p
share
Balance Sheets
as at 30 September 2001
Ordinary Shares Fund 'C' Shares fund
£ £ £ £
Fixed assets
Investments 11,908,616 20,752,835
Monies held pending 67,046 4,510,760
investment
------------ ------------
11,975,662 25,263,595
Current assets
Debtors and prepayments 491,660 677,222
Cash at bank 499,077 2,021,398
------------ -------------
990,737 2,698,620
Creditors: amounts (136,473) (1,264,934)
falling due within one
year
------------ -------------
Net current assets 854,264 1,433,686
------------ --------------
Net assets 12,829,926 26,697,281
------------ --------------
Capital and reserves
Called up share capital 133,524 333,468
Share premium account 5,654,467 25,982,908
Cancelled share premium 2,230,289 4,033,931
account
Revaluation reserve 4,674,991 (3,779,262)
Profit and loss account 136,655 126,236
------------ ------------
Equity shareholders' 12,829,926 26,697,281
funds
------------ ------------
Net asset value per 96.09p 80.06p
share of 1 pence each:
Profit and Loss Account
for the year ended 30 September 2001
2001 2000 (restated)
Revenue Capital Total Revenue Capital Total
£ £ £ £ £ £
(Losses)/
gains on - (116,655) (116,655) - 9,521,057 9,521,057
realisation
of
investments
Income 1,849,786 - 1,849,786 1,632,302 - 1,632,302
Investment(291,728) (875,183)(1,166,911) (248,723) (746,169) (994,892)
management
fees
Other (422,937) - (422,937) (344,714) - (344,714)
expenses
--------- -------- -------- --------- ----------- ------------
Profit/
(loss) on
ordinary
activities
before 1,135,121 (991,838) 143,283 1,038,865 8,774,888 9,813,753
taxation
Tax on (223,185) 175,038 (48,147) (207,773) 149,233 (58,540)
ordinary
activities
-------- ------- ---------- --------- ---------- ------------
Profit/
(loss) on
ordinary
activities
after 911,936 (816,800) 95,136 831,092 8,924,121 9,755,213
taxation
for the
financial
year
Dividends(1,500,926) - (1,500,926) - (11,889,553) (11,889,553)
--------- ---------- ---------- ---------- ----------- -----------
Retained
profit/
(loss) for
the year
transferred(588,990) (816,800) (1,405,790) 831,092 (2,965,432) (2,134,340)
to/(from)
reserves
------ -------- --------- --------- ---------- --------------
Earnings
per share:
Ordinary
Shares (1.82)p 78.48p
'C' Shares 1.02p 1.49p
All items in the above statement derive from continuing operations.
Statement of Total Recognised Gains and Losses
for the year ended 30 September 2001
2001 2000 (restated)
Revenue Capital Total Revenue Capital Total
£ £ £ £ £ £
Profit/ 911,936 (816,800) 95,136 831,092 8,924,121 9,755,213
(loss) for
the year
Unrealised
gains
(losses) on
revaluation - (18,075,084) (18,075,084) - 18,490,658 18,490,658
of
investments
-------- ---------- ------------ ----------- ------------ ------------
Total
recognised
gains and
losses 911,936 (18,891,884) (17,979,948) 831,092 27,414,779 28,245,871
during the
year
Return per
share:
Ordinary (0.09)p (112.47)p (112.56)p 1.07p 236.17p 237.24p
Shares
'C' Shares 2.81p (11.99)p (9.18)p 2.73p (3.08)p (0.35)p
The format of the above statements has changed from that given in prior years.
Note of Historical Cost Profits and Losses
for the year ended 30 September 2001
2001 2000
Total Total
£ £
Profit on ordinary activities before taxation 143,283 9,813,753
Realisation of revaluation (losses)/gains of (69,568) 196,761
previous years
-------------- --------------
Historical cost profit on ordinary activities 73,715 10,010,514
before taxation
-------------- --------------
Historical cost loss for the year after taxation (1,475,358) (1,937,579)
and dividends
-------------- --------------
Balance Sheet
as at 30 September 2001
2001 2000
(restated)
£ £ £ £
Fixed assets
Investments 32,661,451 49,299,291
Monies held pending 4,577,806 7,187,245
investment
------------- --------------
37,239,257 56,486,536
Current assets
Debtors and 884,169 1,350,245
prepayments
Cash at bank 2,520,474 237,690
------------- -------------
3,404,643 1,587,935
Creditors: amounts (1,116,693) (182,322)
falling due within
one year
-------------- --------------
Net current assets 2,287,950 1,405,613
-------------- --------------
Net assets 39,527,207 57,892,149
-------------- --------------
Capital and
reserves
Called up share 466,992 455,653
capital
Share premium 31,637,375 40,532,782
account
Cancelled share 6,264,220 -
premium account
Revaluation service 895,729 18,901,245
Profit and loss 262,891 (1,997,531)
account
-------------- --------------
Equity 39,527,207 57,892,149
shareholders' funds
-------------- --------------
Net asset value per
share of 1 pence
each:-
Ordinary Shares 96.09p 210.71p
'C' Shares 80.05p 93.50p
CASHFLOW STATEMENT
For the year ended 30 September 2001
2001 2000
£ £ £ £
Operating
activities
Dividends 3,750 -
received
Deposit and 1,822,205 1,199,374
similar interest
received
Other cash 407,768 -
receipts
Investment (1,074,318) (1,245,699)
management fees
paid
Other cash (357,255) (628,198)
payments
-------------- --------------
Net cash inflow/ 802,150 (674,523)
(outflow) from
operating
activities
Taxation
Tax paid - -
Investing
activities
Purchase of
fixed income (15,898,538) (25,368,955)
investments
Purchase of (6,686,095) (7,714,447)
other
investments
Sale of fixed 21,030,734 9,030,712
income
investments
Sale of other - 12,801,919
investments
-------------- ------------
Net cash outflow (1,553,899) (11,250,771)
from investing
activities
Equity dividends
Net dividends (667,256) (11,889,553)
paid
--------------- ----------------
Net cash outflow
before financing
and
liquid resource (1,419,005) (23,814,847)
management
Management of
liquid resources
Movement in 2,609,439 (6,468,213)
money market and
other deposits
Financing
Issue of shares 1,378,234 30,551,312
(net of
expenses)
Purchase of own (285,884) (62,499)
shares
-------------- --------------
1,092,350 30,488,813
-------------- --------------
Net increase in 2,282,784 205,753
cash
-------------- --------------
The Company holds gilts and bonds primarily as investments and not as liquid
resources. Accordingly, movements in the holdings of these investments are
shown within investing activities in the Cashflow Statement rather than within
management of liquid resources.
Notes
1. Earnings and return per share
Total earnings after taxation for the year were £95,136 (2000: £9,755,213)
comprising a loss after taxation on the Ordinary Shares fund of £241,179
(2000: profit of £9,373,124) and a profit after taxation on the 'C' Shares
fund of £336,315 (2000: £382,089). The basic earnings per Ordinary Share
is based on the net loss from Ordinary Shares fund activities and on
13,282,371 (2000: 11,943,827) Ordinary Shares, being the weighted average
number of Ordinary Shares in issue during the year. There is no difference
between the basic earnings per share and diluted earnings per share as the
'O' Warrants are not considered to be dilutive. The basic earnings per 'C'
Share is based on the net profit from 'C' Shares fund activities and on
32,955,624 (2000: 25,695,627) 'C' Shares, being the weighted average
number of 'C' Shares in issue during the year. There is no difference
between the basic earnings per share and diluted earnings per share as the
'C' Warrants are not considered to be dilutive.
The revenue return per Ordinary Share is based on the net revenue from
Ordinary Shares fund activities after taxation of £(12,520) (2000: £
128,386) and on 13,282,371 (2000: 11,943,827) Ordinary Shares, being the
weighted average number of Ordinary Shares in issue during the year. The
revenue return per 'C' Share is based on the net revenue from 'C' Shares
fund activities after taxation of £924,456 (2000: £702,706) and on
32,955,624 (2000: 25,695,627) 'C' Shares, being the weighted average
number of 'C' Shares in issue during the year.
The capital return per Ordinary Share is based on the net realised capital
losses of £240,916 (2000: gains of £9,441,499), on net unrealised capital
losses of £14,698,200 (2000: gains of £18,765,843) on the Ordinary Shares
fund and on 13,282,371 (2000: 11,943,827) Ordinary Shares. The capital
return per 'C' Share is based on the net realised capital losses of £
645,452 (2000: £320,617), on net unrealised capital losses of £3,307,316
(2000: £471,946) on the 'C' Shares fund and on 32,955,624 (2000:
25,695,627) 'C' Shares.
2. Dividend
In July the Company paid an interim dividend of 2.00p net (2000: nil
pence) per 'C' Share on the basis of the results for the six months ended
31 March 2001. The Directors recommend a final dividend for 'C' Shares of
2.50p (2000: nil pence) per 'C' Share to 'C' Shareholders on the register
on 4 January 2002. This payment, if approved at the annual general
meeting, will be payable on 11 March 2002. No dividend was paid or is
recommended on the Ordinary Shares fund (2000: 100.00p). The after tax
revenue return for the year before capital losses) attributable to
Ordinary Shareholders was a loss of £12,520 and a profit of £924,546 for
'C' Shareholders, giving an after tax revenue return (before capital
losses) per share of (0.09)p and 2.81p respectively.
3. Net asset value per share
Net asset value per Ordinary Share is based on net assets of the Ordinary
Shares fund at the year end, and on 13,352,424 (2000: 13,043,824) Ordinary
Shares, being the number of Ordinary Shares in issue on that date.
Net asset value per 'C' Share is based on net assets of the 'C' Shares
fund at the year end, and on 33,346,819 (2000: 32,521,496) 'C' Shares,
being the number of 'C' Shares in issue on that date.
4. Capital and reserves
Called Cancelled
up share Share Share Profit and
COMPANY share premium premium Revaluation loss
capital account account reserve account Total
£ £ £ £ £ £
At 1 October 455,653 40,532,782 - 18,901,245 (1,997,531) 57,892,149
2000
re-stated)
Issued share 14,136 1,399,530 - - - 1,413,666
capital
Issue cost - (27,000) - - - (27,000)
Own shares
purchased
during the
year (2,797) (267,937) - - - (270,734)
Transferred
to cancelled
share
premium - (10,000,000)10,000,000 - - -
account
Realisation
of
previously
unrealised - - (69,568) 69,568 - -
diminution
Retained - - - - (1,405,790) (1,405,790)
loss for the
year
Decrease in
unrealised
appreciation - - - (18,075,084) - (18,075,084)
Write off to
cancelled
share
premium
account -
current year - - (816,800) - 816,800 -
- prior
years (2,849,412) 2,849,412
---------- -------- --------- -------- ------- -----------
At 30 466,992 31,637,375 6,264,220 895,729 262,891 39,527,207
September
2001
-------- -------- ------- -------- ------- ----------
A special reserve, the cancelled share premium account, to which existing
and future capital losses can be written off, was created by the reduction
of the share premium account by £10 million, sanctioned by the Court on 7
March 2001 and became effective on 14 March 2001.
ORDINARY SHARES
Cancelled
Called up Share share Profit and
share premium premium Revaluation loss
capital account account reserve account Total
£ £ £ £ £ £
At 1 October 130,438 10,360,250 - 19,373,191 (2,379,620) 27,484,259
2000
(re-stated)
Issued share 4,936 488,664 - - - 493,600
capital
Own shares
purchased
during the
year (1,850) (194,447) - - - (196,297)
Transferred
to cancelled
share
premium - (5,000,000) 5,000,000 - - -
account
Realisation
of
previously
unrealised - - (12,257) 12,257 - -
diminution
Retained - - - - (241,179) (241,179)
loss for the
year
Decrease in
unrealised
appreciation - - - (14,710,457) - (14,710,457)
Write off to
cancelled
share
premium
account -
current year - - (228,659) - 228,659 -
- prior years (2,528,795) 2,528,795
------- -------- ----------- ---------- ---------- ------------
At 30 133,524 5,654,467 2,230,289 4,674,991 136,655 12,829,926
September
2001
------ -------- --------- --------- ---------- ----------
'C' SHARES
Cancelled
Called up Share share Profit and
share premium premium Revaluation loss
capital account account reserve Account Total
£ £ £ £ £ £
At 1 325,215 30,172,532 - (471,946) 382,089 30,407,890
October
2000
(re-stated)
Issued 9,200 910,866 - - - 920,066
share
capital
Issue costs - (27,000) - - - (27,000)
Own shares
purchased (947) (73,490) - - - (74,437)
during the
year
Transferred
to
cancelled
share
premium - (5,000,000) 5,000,000 - - -
account
Realisation
of
previously
unrealised - - (57,311) 57,311 -
diminution
Retained - - - - (1,164,611) (1,164,611)
loss for
the year
Increase in
unrealised
diminution - - - (3,364,627) - (3,364,627)
Write off
to
cancelled
share
premium - - (588,141) - 588,141 -
account -
current
year
- prior (320,617) 320,617
years
------ --------- ----------- ------------ ---------- --------------
At 30 333,468 25,982,908 4,033,931 (3,779,262) 126,236 26,697,281
September
2001
--------- ---------- ---------- ---------- ---------- -----------
5. Summary of investments during the year
Traded Unlisted or
Listed on traded on Qualifying
investments AIM OFEX Loans Total
£ £ £ £ £
COMPANY
Cost or 21,764,070 19,562,366 6,952,855 1,020,000 49,299,291
valuation at 30
September 2000
Reclassification - 506,114 (906,114) 400,000 -
Purchases at 15,898,538 100,000 3,671,095 2,915,000 22,584,633
cost
Disposals
at cost (21,147,389) - - - (21,147,389)
or opening
valuation
Change in (1,653,894) (18,681,983) 2,405,793 (145,000) (18,075,084)
unrealised
gains/(losses)
---------- ---------- ------- --------- ----------
Cost/
valuation 14,861,325 1,486,497 12,123,629 4,190,000 32,661,451
at 30 September
2001
----------- ----------- ----------- ------------- -------------
Book cost at
30 14,506,278 1,950,371 10,974,073 4,335,000 31,765,722
September 2001
Unrealised gains
/(losses) at
30 September 355,047 (463,874) 1,149,556 (145,000) 895,729
2001
-------- ---------- ---------- ---------- -------------
14,861,325 1,486,497 12,123,629 4,190,000 32,661,451
---------- ----------- ---------- --------- -------------
ORDINARY SHARES
Cost or 3,008,395 18,499,902 3,949,353, 1,020,000 26,477,650
valuation at 30
September 2000
Purchases at 756,638 - 150,000 240,000 1,146,638
cost
Disposals at (1,005,215) - - - (1,005,215)
cost or opening
valuation
Change in (1,565,318) (17,227,915) 4,182,776 (100,000) (14,710,457)
unrealised gains
/(losses)
---------- ------------- ------------- ------------- -------------
Cost/valuation 1,194,500 1,271,987 8,282,129 1,160,000 11,908,616
at 30 September
2001
------------ ------------- ------------- ---------- -------------
Book cost at
30 779,328 841,319 4,352,978 1,260,000 7,233,625
September 2001
Unrealised gains
/(losses) at
30 September 415,172 430,668 3,929,151 (100,000) 4,674,991
2001
--------- ---------- ---------- ---------- -------------
1,194,500 1,271,987 8,282,129 1,160,000 11,908,616
--------- ------------- ------------- ------------- -------------
'C' SHARES
Cost or 18,755,675 1,062,464 3,003,502 - 22,821,641
valuation at 30
September 2000
Reclassification - 506,114 (906,114) 400,000 -
Purchases at 15,141,900 100,000 3,521,095 2,675,000 21,437,995
cost
Disposals at(20,142,174) - - - (20,142,174)
cost or opening
valuation
Change in (88,576) (1,454,068) (1,776,983) (45,000) (3,364,627)
unrealised gains
/(losses)
------- ------------- ------------- ------------- -------------
Cost/valuation 13,666,825 214,510 3,841,500 3,030,000 20,752,835
at 30 September
2001
-------- ------------- ------------- ------------- -------------
Book cost at
30 13,726,950 1,109,052 6,621,095 3,075,000 24,532,097
September 2001
Unrealised gains
/(losses) at
30 September (60,125) (894,542) (2,779,595) (45,000) (3,779,262)
2001
---------- ----------- ---------- ------------- -------------
13,666,825 214,510 3,841,500 3,030,000 20,752,835
-------- ---------- ----------- ------------- -------------
At 30 September 2001 'Listed investments' in the Ordinary Shares fund
include one investment listed on the London Stock Exchange which cost
£475,758 (2000: £475,758) and was valued at £893,750 (2000: £2,456,250).
All other 'Listed investments' relate to fixed interest securities.
Monies held on deposit pending investment comprise cash temporarily on
deposit and available to Cazenove for future investment.
6. The financial information set out in these statements does not constitute
the Company's statutory accounts for the years ended 30 September 2001 or
2000 but is derived from those accounts. Statutory accounts for the year
ended 30 September 2000 have been delivered to the Registrar of Companies
and those for 2001 will be delivered following the Company's Annual
General Meeting. The auditors have reported on those accounts: their
reports were unqualified and did not contain statements under Section 237
(2) or (3) of the Companies Act 1985.
7. 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 St Philips House, St Philips Place,
Birmingham B3 2PP.
8. The Annual General Meeting will be held at 11.00am on 26 February 2002 at
the Company's registered office.
R W Blears
Company Secretary
Contacts:
Peter Dicks, Chairman
END