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
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