Final Results
PROVEN VCT PLC
FINAL RESULTS FOR THE YEAR ENDED 28 FEBRUARY 2011
Financial summary
 Ordinary 'C' Shares 'D' Shares
Shares
As at 28 February 2011 2010 2011 2010 2011 2010
pence pence pence pence pence pence
Net asset value per share 61.0 54.8 76.8 75.5 90.0 92.2
--------------------------------------------------------------------------------
Dividends paid since launch 101.5 93.4 4.8 4.8 - -
--------------------------------------------------------------------------------
Total return 162.5 148.2 81.6 80.3 90.0 92.2
(net asset value plus dividends paid since
launch)
--------------------------------------------------------------------------------
Year on year change in:
VCT total return 9.6% Â 1.6% Â -2.4%
FTSE All Share Index total return 17.0% Â 17.0% Â 17.0%
--------------------------------------------------------------------------------
Chairman's Statement
I am pleased to present the Annual Report for ProVen VCT plc for the year ended
28 February 2011.
The year to 28 February 2011 saw the formation of a coalition government in the
UK which has instigated an austerity programme aimed at improving the UK's
budget deficit position. International events have been no less important:Â oil
and commodity price inflation, political and social unrest in the Middle East
and North Africa and Japan's earthquake and tsunami, all impact, directly or
indirectly, on the UK consumer.
Against this unsettled background, the Company's Ordinary Share pool still saw
an uplift in net asset value per share ("NAV") over the year, produced by strong
performances by a number of portfolio companies along with one highly profitable
disposal. The 'D' Share pool made a number of new investments as it started to
build its investment portfolio.
Net asset value
Ordinary Shares
At 28 February 2011 the Company's Ordinary Share NAV stood at 61.0p per share.
This represents an increase of 14.2p or 25.9% since 28 February 2010 after
adjusting for the dividends of 8.0p which were paid during the year. The total
return (NAV plus dividends paid to date) to Ordinary Shareholders that invested
at the Company's launch now stands at 162.5p per Ordinary Share, equivalent to
an IRR of 6.1% per annum.
'C' Shares
The NAV of the Company's 'C' Shares stood at 76.8p at 28 February 2011, an
increase of 1.3p or 1.6 % since 28 February 2010. The total return (NAV plus
dividends paid to date) to 'C' Shareholders that invested at the launch of the
'C' Share pool now stands at 81.6p per share. No dividends were paid to 'C'
Shareholders during the year.
'D' Shares
The NAV of the Company's 'D' Shares stood at 90.0p at 28 February 2011, a
decrease of 2.2p or 2.4% since 28 February 2010 . No dividends have been paid to
'D' Shareholders to date. The fall in NAV reflects the fact that uninvested cash
produces insufficient income to cover running costs and most recent investments
are still valued at original cost.
Portfolio activity and valuation
Ordinary Share pool
The Ordinary Share pool is largely fully invested and consequently had a modest
level of investment activity during the year. However, it did realise a
substantial gain on the disposal of Saffron Media Group Limited, exiting at more
than five times the value of the original investment, which is reflected in the
increase in NAV.
The Board reviewed the valuations of the unquoted investments at the year-end
which produced a net unrealised gain for the year of £1.8 million. Further
details are provided in the Investment Manager's Review and the Review of
Investments.
'C' Share pool
The 'C' Share pool made seven new and two follow on investments during the year
at a total cost of £1.9 million.
The Board similarly reviewed the valuations of the unquoted investments in the
'C' Share portfolio at the year end. The net unrealised gain for the year was
£1.0 million for the year.
'D' Share pool
The 'D' Share pool made seven new investments during the year at a total cost of
£1.7 million. All investments continue to be valued at levels equal to cost,
with one exception, where a small provision has been made.
Further details are provided in the Investment Manager's Review and the Review
of Investments.
Results and dividends
The total return on ordinary activities for the year was as follows:
 Revenue Capital Total
 £'000 £'000 £'000
Ordinary Shares 460 3,141 3,601
---------------------------------------------
'C' Shares 1 183 184
---------------------------------------------
'D' Shares (43) (203) (246)
---------------------------------------------
 418 3,121 3,539
---------------------------------------------
On 27 August 2010, the Company paid a final dividend in respect of the year
ended 28 February 2010 of 8.0p per Ordinary Share (2010: 1.0p per Ordinary
Share).
The Board has declared an interim dividend in respect of the year ended 28
February 2011 of 6.25p per Ordinary Share, payable on 29 July 2011 to Ordinary
Shareholders on the register at 3 June 2011. The Board is not proposing to pay
final dividends in respect of any share class for the year ended 28 February
2011.
Dividend questionnaire
At Shareholder meetings and on other occasions, a number of Shareholders have
asked about the Company's dividend policy. When the Company first began to make
substantial profits on the realisation of investments, it was the Board's policy
to pay most of these profits to Shareholders as dividends. The Company also took
the opportunity to absorb investment losses into distributable reserves created
from the cancellation of share premium accounts in order to maximise the
dividends paid under this policy. This approach was thought to be beneficial to
all Shareholders because the absence of a well-established secondary market for
VCT shareholders means that dividends are an effective way to generate cash
returns to all investors, without investors having to sell shares at a discount
to net asset value. Additionally, Shareholders who took advantage of deferral
relief on capital gains that was available on VCT subscriptions prior to 5 April
2004 potentially face crystallising a significant tax charge if they wish to
dispose of some or all of their shares.
More recently the Board has sought to provide a more regular dividend stream to
Shareholders but they are still paid from gross realised gains without
necessarily offsetting realised losses and all other costs. The consequence of
the dividend payments is therefore that, for most Ordinary Shareholders, the NAV
has fallen below the initial subscription price of the shares. The Company's
performance incentive scheme, set out in more detail in the Directors' Report,
pays incentive fees based on dividends paid to Shareholders, provided certain
hurdles are achieved. In respect of dividends paid out of realisations from the
Ordinary Share pool, these hurdles have been met because historically the
Ordinary Share pool has been very successful. The Manager therefore currently
receives an incentive on all dividends paid from realisations from this pool,
although the fall in net asset value after the dividend payment means that its
management fee is reduced.
In order to try to gauge Shareholders' views on dividend policy, I have arranged
for a questionnaire to be prepared. The questionnaire  asks a small number of
questions related to dividends and should give the Board an indication of
whether Shareholders would prefer the Company to continue with the same policy
or for a different approach to be considered. The questionnaire is being sent
with the Annual Report and I would be very grateful if you would take a few
minutes to complete it and return it in the envelope provided.
New fundraisings
The Linked 'D' Share Offer launched with ProVen Growth and Income VCT plc in
November 2009 closed on 29 October 2010 having raised a total of approximately
£2.6 million for the Company. The Company also undertook a small Ordinary Share
Top - Up Offer at the same time with ProVen Growth and Income VCT plc and ProVen
Health VCT plc which raised £0.7 million.
On 11 January 2011, the Company launched a further Ordinary Share Top-Up Offer
seeking to raise up to approximately £1.5 million. I am pleased to report that
the offer has now closed after being fully subscribed.
Share buybacks
In order to ensure liquidity in the market in the Company's shares, the Company
has operated a policy of buying in its own shares that become available in the
market.
During the year, the Company repurchased 524,829 Ordinary Shares for
cancellation at an average price of 47.4p per share, 56,375 'C' Shares for
cancellation at an average price of 66.8p per share and 55,698 'D' Shares for
cancellation at an average price of 91.0p per share.
The Board intends to continue to make purchases of its shares when they become
available in the market and has a current policy of purchasing Ordinary Shares
and 'C' Shares at a price equivalent to a 10% discount to the latest published
NAV and at a 5% discount in respect of 'D' Shares in accordance with the
policies set out in the relevant prospectuses.
A special resolution to allow the Board to continue to purchase shares for
cancellation will be proposed at the forthcoming AGM.
Annual General Meeting
The Annual General Meeting ("AGM") of the Company will be held in The Forest
Room at The Hospital Club, 24 Endell Street, Covent Garden, London WC2H 9HQ at
10:30 a.m. on 24 August 2011. Notice of the meeting is at the end of this
document.
Four items of special business will be proposed at the AGM, one resolution in
respect of share buybacks, one resolution amending the Articles of Association
(as described in the Report of the Directors) and two resolutions in connection
with authority for the Directors to allot shares.
Shareholder event
I would like to draw Shareholders' attention to Proven VCT's annual shareholder
presentation which will be held on Wednesday 2 November 2011 at the Royal
Institute of British Architects, 66 Portland Place, London, W1B 1AD. This
provides Shareholders with an opportunity to meet the Investment Manager and,
additionally, to hear directly from some of the portfolio companies and to meet
other VCT shareholders. A formal invitation will be sent to Shareholders
shortly. The corresponding event in 2010 was very successful and I look forward
to welcoming you to this year's event.
Outlook
The performance of the Ordinary Share pool over the year has further
demonstrated the rewards that can be delivered by investments in certain niche
sectors as they mature. The new media sector is one in which the Company has a
reasonable level of exposure and one where the Manager has a significant amount
of experience. Although the economic outlook remains uncertain and some
portfolio companies will continue to face many challenges presented by the
recession, others operate in sectors which are not so directly affected by the
general economic conditions or have been resilient enough to continue to make
progress. We believe these give the Ordinary Share pool the potential to deliver
further good returns to Shareholders.
Although the 'C' Share pool has suffered some early losses and the investments
are generally less mature than those in the Ordinary Share pool, there is hope
that the fall in NAV will be made up in the future.
The 'D' Share portfolio is still in the early stages of being built and we
expect to see a significant level of new investment activity over the
forthcoming year. The Manager reports reasonably strong dealflow and the ongoing
lack of appetite by the banks to lend to small businesses is likely to continue
to produce additional opportunities. As with the Ordinary Share pool, the Board
believes that a balanced portfolio with a reasonable level of exposure to
quality young businesses in the new media and similar sectors can, in the
medium-term, produce healthy returns to investors.
Looking further ahead, in line with the plans set out at the launch of the 'C'
Shares, the Company intends to undertake a partial tender offer in respect of
the 'C' Shares in the first half of 2012. Following this, the Ordinary Share
pool and 'C' Share pool will be merged. The Board will provide further details
nearer the time.
Andrew Davison
Chairman
Investment Manager's Review
Introduction
Beringea is a specialist venture capital management company, which has been
established for 25 years and manages over $400m in the UK and the USA. In the
UK, Beringea has a dedicated team focused on managing £85m across four VCTs.
Proven VCT plc has been managed by Beringea since its inception in 2000.
The Company currently has three share classes: Ordinary Shares, 'C' Shares and
'D' Shares. The share pools are initially kept as separate pools of assets. The
Ordinary Share and 'C' Share pools are due to merge in 2012 following a partial
tender offer to ,C, Shareholders; the 'D' Shares will continue as a separate
pool.
Beringea's investment approach
We endeavour to give Shareholders an investment in a diverse portfolio of
privately held businesses led by entrepreneurial management that are likely to
achieve above average returns.
In evaluating suitable businesses, we seek to mitigate risk and improve the
prospect of higher returns by investing in established and growing businesses in
sectors where there will be above market average spend. Such businesses will
typically have "best in class" traits and the expectation to ultimately attract
a substantial premium on exit.
Finding such businesses and helping them prosper and deliver a successful return
for investors are the key challenges for Beringea. We do this by nurturing our
own talented investment team who each have strong and specific sector expertise,
a good network of deal-flow providers and a proven track record of investment
success across the UK and the USA.
We hope you will be able to join us at the shareholder event on Wednesday 2
November 2011 as mentioned in the Chairman's statement, where we hope to
demonstrate our investment approach and give you the opportunity to meet and
question both the investment team and CEOs of VCT portfolio companies.
Review of the year
The Company's investment rate increased during the year with a total of £4.6
million (2010: £3.0 million) being invested across the three share pools
including £3.4 million in six investments that were new to the portfolio. In
addition, we were also very pleased to realise the Ordinary Share pool's
investment in Saffron Media Group generating a gross return of £2.8 million, or
more than 5 times the original investment cost, in less than four years.
Ordinary share pool - portfolio activity and valuation
At 28 February 2011, the Company's Ordinary Share investment portfolio comprised
holdings in 16 companies, of which 13 were unquoted and 3 quoted, at a valuation
of £11.0 million and original acquisition cost of £10.4 million. In addition,
the Ordinary Share pool had cash and liquidity funds of £4.9 million, £2.4
million of this resulting from the sale of Saffron shortly before the year end.
The Ordinary Share pool is largely fully invested but one new investment in
healthy eating chain, Tossed, was made early in the Company's financial year and
a further £0.5 million was invested in Espresso, Overtis and Campden Media.
Espresso continues to account for a significant proportion of the Ordinary Share
venture capital portfolio (30% by value) and is performing well, particularly in
the US market which it is targeting alongside partner Defined Learning Inc. Good
progress was also made across a number of other companies including Think,
Donatantonio and Fjordnet.
The highlight for the Ordinary Share portfolio was, however, the disposal of
Saffron Media Group. Saffron, a developer of video delivery platforms was sold
to global smartphone producer HTC of Taiwan. The Company invested £480,000 in
Saffron in 2007, alongside ProVen Growth and Income VCT, generating a gross
return of more than 5 times cost.
'C' Share pool - portfolio activity and valuation
At 28 February 2011, the Company's 'C' Share investment portfolio comprised
holdings in 19 unquoted companies at a valuation of £8.8 million and original
acquisition cost of £7.8 million. In addition, the 'C' Share pool had cash and
liquidity funds of £2.3 million.
The 'C' Share pool made investments of £1.9 million during the year including
£1.4 million in six new investments. These investments included Speed-Trap, a
vendor of patented technologies that analyse how users interact with internet
applications; Monica Vinader, a high end jewellery brand with high profile
customers including Cameron Diaz, Keira Knightley and Cheryl Cole; and Cinergy,
the provider of mobile phone comparison service, www.mobilife.com. Whilst the
'C' Share portfolio is largely in a maturation phase, we did realise the
Company's investment in Heritage Partners at a loss to the original investment
cost and Path Group and The Vending Corporation were both placed into
administration and the resulting losses treated as realised in accordance with
the Company's accounting policy.
Digital media agency, Fjordnet, accounts for 16%, by value, of the 'C' Share
venture capital portfolio and continues to perform well. Donatantonio (13% by
value of the venture capital portfolio), the supplier of Mediterranean foods, is
now showing steady growth following early difficulties coinciding with the first
stages of the financial crisis and is now valued above cost.
Further investments totalling £393,000 were made after the year end in Campden
Media, Overtis Group and SenseLogix.
Subsequent to the year end, in May 2011 the Company realised its investment in
Steak Media Limited in a sale to a Japanese media agency network Dentsu. This
disposal resulted in an initial profit over cost with the possibility of further
earnout proceeds in the three year's following the sale.
'D' Share pool - portfolio activity and valuation
The 'D' Share pool made its first investments during the year and, at 28
February 2011, £1.7 million had been invested in seven investments, six of which
were new to the Company as a whole. The 'D' Share portfolio also had cash and
liquidity funds of £5.8 million at the year end.
MatsSoft accounted for £650,000, or 40%, of the £1.7 million invested; the
company provides powerful and innovative web-based workflow and communications
solutions, allowing companies and organisations to drive efficiency gains, cost
reductions and service improvements across a whole host of business processes
and across a range of business sectors. Investments were also made in Speed-
Trap, Tossed, Monica Vinader, Cinergy and SenseLogix. SenseLogix designs and
manufactures systems to manage energy usage in commercial and business premises
and further follow on funding was provided after the year end.
Outlook
The outlook for the UK economy remains challenging. Modest GDP growth in the
first three quarters of 2010 was followed by a fall in GDP in the fourth quarter
of 2010 and only modest growth in the first quarter of 2011. That said, the
disposal of Saffron demonstrates that strong returns can be generated from
quality businesses. In an age when customers expect more from the businesses
they interact with, we believe that a number of the portfolio companies are well
positioned for future growth by targeting efficiency savings and/or improving
the customer experience through making the best use of new or developing
technologies.
Beringea LLP
Investment activity during the year is summarised as follows:
Additions Cost
 £'000
Ordinary Share pool
Tossed Limited 468
Campden Media Limited 314
--------
Overtis Group Limited 143
--------
Espresso Group Limited 59
--------
 984
--------
'C' Share pool
Speed-Trap Holdings Limited 470
Tossed Limited 345
Overtis Group Limited 242
Monica Vinader Limited 224
Steak Media Limited* 181
Cinergy International Limited* 170
--------
MatsSoft Limited** 125
--------
SenseLogix Limited 112
--------
Breeze Tech Limited 16
--------
 1,885
--------
'D' Share pool
MatsSoft Limited** 650
Speed-Trap Holdings Limited 300
Fjordnet Limited* 276
Tossed Limited 183
Monica Vinader Limited 138
--------
Cinergy International Limited 115
--------
SenseLogix Limited 69
--------
 1,731
--------
Total 4,600
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Disposals
     Total realised
 Market  (Loss)/gain (loss)/gain
 value at Disposal against during the
Cost 01/03/10 Â proceeds cost year
 £'000 £000 £'000 £'000 £'000
Ordinary Share pool
Saffron Media Group Limited 480 637 2,526 2,046 1,889
Overtis Group Limited** 429 429 429 - -
Ashford Colour Press Limited 125 125 125 - -
Sports Holdings Limited 73 73 73 - -
Think Limited 68 68 68 - -
 1,175 1,332 3,221 2,046 1,889
----------------------------------------------------
'C' Share pool
Path Group Limited 1,000 495 - (1,000) (495)
Overtis Group Limited** 342 342 342 - -
Think Limited 67 67 67 - -
Heritage Partners Limited 900 248 98 (802) (150)
The Vending Corporation -
Limited 1,012 - (1,012) -
----------------------------------------------------
 3,321 1,152 507 (2,814) (645)
----------------------------------------------------
Total 4,496 2,484 3,728 (768) 1,244
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* Non qualifying investment   ** Partially non-qualifying investment All of
the above investments, with the exclusion of Think Limited were also held by
ProVen Growth and income VCT plc.
Investment Portfolio - Ordinary Share Pool
as at 28 February 2011
Ordinary Share portfolio of investments
The following investments were held at 28 February 2011:
   Valuation
   movement % of
 Cost Valuation in year portfolio
 £'000 £'000 £'000 by value
Top ten venture capital investments (by
value)
Espresso Group Limited 1,317 3,331 213 21.0%
SPC International Limited** 1,618 1,660 956 10.4%
Eagle Rock Entertainment Group Limited** 1,010 1,310 (424) 8.2%
Campden Media Limited 1,289 1,170 392 7.4%
Think Limited** 403 741 338 4.7%
Donatantonio Limited 582 728 349 4.6%
Tossed Limited 468 468 - 2.9%
Pilat Media Global plc** 173 436 130 2.7%
Ashford Colour Press Limited 500 433 66 2.7%
Fjordnet Limited 200 346 58 2.2%
 7,560 10,623 2,078 66.8%
Other venture capital investments 2,835 393 (257) 2.5%
Total venture capital investments 10,395 11,016 1,821 69.3%
Liquidity funds  3,400  21.4%
Cash at bank and in hand  1,464  9.3%
Total Ordinary Share investments  15,880  100.0%
Other venture capital investments at 28 February 2011 comprise: Overtis Group
Limited**, UBC Media Group plc, Sports Holdings Limited*, Coolabi plc** and Baby
Innovations S.A. t/a Steribottle*.
*Â Â Non qualifying investment
** Partially non-qualifying investment
With the exclusion of Pilat Media Global plc, UBC Media Group plc and Coolabi
plc which are quoted on AIM, all venture capital investments are unquoted.
All of the above investments , with the exclusion of Think Limited, were also
help by ProVen Growth and Income VCT plc.
All venture capital investments are registered in England and Wales with the
exception of Baby Innovations S.A., which is registered in Madeira.
Investment Portfolio - 'C' Share Pool
as at 28 February 2011
'C' Share portfolio of investments
The following investments were held at 28 February 2011:
   Valuation
   movement % of
 Cost Valuation in year portfolio
 £'000 £'000 £'000 by value
Top ten venture capital investments (by value)
Fjordnet Limited 800 1,384 232 12.4%
Donatantonio Limited** 885 1,107 531 10.0%
Lazurite Limited 1,000 968 (32) 8.7%
Think Limited** 403 741 338 6.7%
Charterhouse Leisure Limited 700 679 (186) 6.1%
SPC International Limited 403 605 208 5.4%
Steak Media Limited** 456 531 187 4.8%
Speed-Trap Holdings Limited 470 470 - 4.2%
Chess Technologies Limited 600 455 (204) 4.0%
Tossed Limited 345 345 - 3.1%
 6,062 7,285 1,074 65.4%
Other venture capital investments 1,755 1,548 (87) 13.9%
Total venture capital investments 7,817 8,833 987 79.3%
Liquidity funds  1,350  12.1%
Cash at bank and in hand  950  8.6%
Total 'C' Share investments  11,133  100.0%
Other venture capital investments at 28 February 2011 comprise Overtis Group
Limited**, Eagle Rock Entertainment Group Limited*, Blismobile Limited, Monica
Vinader Limited, Cinergy International Limited, Dianomi Limited SenseLogix
Limited, MatsSoft Limited** and Isango! Limited.
*Â Â Non qualifying investment
** Partially non-qualifying investment
All venture capital investments are unquoted unless otherwise stated.
All of the above investments ,with the exclusion of Think Limited, were also
held by ProVen Growth and Income VCT plc.
All venture capital investments are unquoted and are registered in England and
Wales.
Investment Portfolio - 'D' Share Pool
as at 28 February 2011
'D' Share portfolio of investments
The following investments were held at 28 February 2011:
   Valuation
   movement % of
 Cost Valuation in year portfolio
 £'000 £'000 £'000 by value
Venture capital investments (by value)
MatsSoft Limited** 650 650 - 8.7%
Speed-Trap Holdings Limited 300 300 - 4.0%
Fjordnet Limited* 276 186 (90) 2.5%
Tossed Limited 183 183 - 2.5%
Monica Vinader Limited 138 138 - 1.8%
Cinergy International Limited 115 115 - 1.5%
SenseLogix Limited 69 69 - 0.9%
Total venture capital investments 1,731 1,641 (90) 21.9%
Liquidity funds  4,450  59.4%
Cash at bank and in hand  1,400  18.7%
Total 'D' Share investments  7,491  100.0%
*Â Â Non qualifying investment
** Partially non-qualifying investment
All venture capital investments are unquoted unless otherwise stated.
All of the above investments were also held by ProVen Growth and income VCT plc.
All venture capital investments are unquoted and are registered in England and
Wales.
Statement of Directors' responsibilities
The Directors are responsible for preparing the Directors' Report, the
Directors' Remuneration Report and the financial statements in accordance with
applicable law and regulations. They are also responsible for ensuring that the
annual report includes information required by the Listing Rules of the
Financial Services Authority.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have elected to prepare the
financial statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards and applicable law).
Under company law, the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss of the Company for that period.
In preparing those financial statements, the Directors are required to:
*select suitable accounting policies and then apply them consistently;
*make judgments and estimates that are reasonable and prudent;
*state whether applicable accounting standards have been followed, subject to
any material departures disclosed and explained in the financial statements; and
*prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and to
enable them to ensure that the financial statements, and the Directors'
Remuneration Report comply with the requirements of the Companies Act 2006.
They are also responsible for safeguarding the assets of the Company and hence
for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
The Directors are responsible for the maintenance and integrity of the corporate
and financial information relating to the Company included on the Managers'
websites. Legislation in the United Kingdom governing the preparation and
dissemination of the financial statements and other information included in
annual reports may differ from legislation in other jurisdictions.
Statement as to disclosure of information to the Auditor
The Directors in office at the date of the report have confirmed, as far as they
are aware, that there is no relevant audit information of which the Auditor is
unaware. Each of the Directors has confirmed that they have taken all the steps
that they ought to have taken as Directors in order to make themselves aware of
any relevant audit information and to establish that it has been communicated to
the Auditor. This confirmation is given and should be interpreted in accordance
with the provisions of section 418 of the Companies Act 2006.
By order of the Board
Grant Whitehouse
Secretary
39 Earlham Street
London WC2H 9LT
Income Statement for the year ended 28 February 2011
Company Position
Year ended Year ended
 28 February 2011 28 February 2010
 Revenue Capital Total Revenue Capital Total
 £'000 £'000 £'000 £'000 £'000 £'000
Income 831 - 831 266 - 266
Gains on investments - 3,961 3,961 - 591 591
----------------------------------------------
 831 3,961 4,792 266 591 857
Investment management fees (160) (480) (640) (144) (431) (575)
Performance incentive fees - (360) (360) - (53) (53)
Recoverable VAT - - - - 1 1
Other expenses (253) - (253) (713) - (713)
----------------------------------------------
Return on ordinary activities
before tax 418 3,121 3,539 (591) 108 (483)
Tax on ordinary activities - - - - - -
----------------------------------------------
Return attributable to equity
shareholders 418 3,121 3,539 (591) 108 (483)
----------------------------------------------
Return per Ordinary Share 1.8p 12.4p 14.2p (0.8p) (1.2p) (2.0p)
Return per 'C' Share (0.0p) 1.3p 1.3p (2.3p) 3.1p 0.8p
Return per 'D' Share (0.5p) (2.6p) (3.1p) (1.1p) (1.4p) (2.5p)
----------------------------------------------
All revenue and capital movements in the year for the Ordinary Shares, 'C'
Shares, and 'D' Shares relate to continuing operations. No operations were
acquired or discontinued during the year. The total column within the Income
Statement represents the profit and loss account of the Company, prepared in
accordance with the accounting policies. The supplementary revenue and capital
columns are presented for information purposes in accordance with the Statement
of Recommended Practice issued by The Association of Investment Companies.
A Statement of Total Recognised Gains and Losses relating to each class of share
has not been prepared as all gains and losses are recognised in the relevant
Income Statements in the current and prior year
Income Statement for the year ended 28 February 2011
Split as:
Ordinary Shares
Year ended Year ended
 28 February 2011 28 February 2010
 Revenue Capital Total Revenue Capital Total
 £'000 £'000 £'000 £'000 £'000 £'000
Income 626 - 626 170 - 170
Gains/ (losses) on investments - 3,709 3,709 - (26) (26)
--------------------------------------------
 626 3,709 4,335 170 (26) 144
Investment management fees (70) (208) (278) (66) (197) (263)
Performance incentive fees - (360) (360) - (53) (53)
Recoverable VAT - - - - 1 1
Other expenses (96) - (96) (304) - (304)
--------------------------------------------
Return on ordinary activities 460 3,141 3,601 (200) (275) (475)
before tax
Tax on ordinary activities - - - - - -
--------------------------------------------
Return attributable to equity 460 3,141 3,601 (200) (275) (475)
shareholders
--------------------------------------------
'C' Shares
Year ended Year ended
 28 February 2011 28 February 2010
 Revenue Capital Total Revenue Capital Total
 £'000 £'000 £'000 £'000 £'000 £'000
Income 153 - 153 75 - 75
Gains on investments - 342 342 - 617 617
--------------------------------------------
 153 342 495 75 617 692
Investment management fees (53) (159) (212) (55) (165) (220)
Performance incentive fees - - - - - -
Recoverable VAT - - - - - -
Other expenses (99) - (99) (355) - (355)
--------------------------------------------
Return on ordinary activities
before tax 1 183 184 (335) 452 117
Tax on ordinary activities - - - - - -
--------------------------------------------
Return attributable to equity
shareholders 1 183 184 (335) 452 117
--------------------------------------------
Income Statement for the year ended 28 February 2011
'D' Shares
Year ended Year ended
 28 February 2011 28 February 2010
 Revenue Capital Total Revenue Capital Total
 £'000 £'000 £'000 £'000 £'000 £'000
Income 52 - 52 21 - 21
Losses on investments - (90) (90) - - -
--------------------------------------------
 52 (90) (38) 21 - 21
Investment management fees (37) (113) (150) (23) (69) (92)
Performance incentive fees - - - - - -
Recoverable VAT - - - - - -
Other expenses (58) - (58) (54) - (54)
--------------------------------------------
Return on ordinary activities
before tax (43) (203) (246) (56) (69) (125)
Tax on ordinary activities - - - - - -
--------------------------------------------
Return attributable to equity
shareholders (43) (203) (246) (56) (69) (125)
--------------------------------------------
Reconciliation of Movements in Shareholders' Funds
for the year ended 28 February 2011
 Year ended 28 February 2011 Year ended 28 February 2010
 Ordinary 'C' 'D'  Ordinary 'C' 'D'
Shares Shares Shares Total Shares Shares Shares Total
 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Opening
shareholders' funds 12,929 10,996 5,097 29,022 13,824 11,053 - 24,877
Issue of shares 1,199 - 2,800 3,999 - - 5,526 5,526
Share issue costs (66) - (154) (220) - - (304) (304)
Purchase of own (249) (38) (51) (338) (180) (28) - (208)
shares
Total recognised
gains/ (losses)
for the year 3,601 184 (246) 3,539 (475) 117 (125) (483)
Distributions (2,036) - - (2,036) (240) (146) - (386)
-------------------------------------------------------------
Closing 15,378 11,142 7,446 33,966 12,929 10,996 5,097 29,022
shareholders' funds
-------------------------------------------------------------
Balance Sheet as at 28 February 2011
 28 February 2011 28 February 2010
 Ordinary 'C' 'D'  Ordinary 'C' 'D'
Shares Shares Shares Total Shares Shares Shares Total
 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Fixed assets
Investments 11,016 8,833 1,641 21,490 9,543 7,114 - 16,657
---------------------------------------------------------------
Current assets
Debtors 160 109 19 288 31 9 1 41
Current 3,400 1,350 4,450 9,200 3,190 3,460 3,550 10,200
investments
Cash at bank and 1,464 950 1,400 3,814 1,172 519 2,633 4,324
in
hand
---------------------------------------------------------------
 5,024 2,409 5,869 13,302 4,393 3,988 6,184 14,565
Creditors:
amounts
falling due (100) (64) (106) (1,087)
within one
year (662) (826) (1,007) (2,200)
---------------------------------------------------------------
Net current 4,362 2,309 5,805 12,476 3,386 3,882 5,097 12,365
assets
---------------------------------------------------------------
Total assets less
current 15,378 11,142 7,446 33,966 12,929 10,996 5,097 29,022
liabilities/
net assets
---------------------------------------------------------------
Capital and
reserves
Called up share 1,260 3,629 83 4,972 1,179 3,643 55 4,877
capital
Capital 211 26 1 238 185 12 - 197
redemption
reserve
Share premium 1,026 - 7,785 8,811 - - 5,167 5,167
Special reserve 8,247 6,666 - 14,913 8,961 9,676 - 18,637
Capital reserve - 3,700 - (182) 3,518 3,553 - (69) 3,484
realised
Revaluation 622 1,016 (90) 1,548 (1,041) (2,139) - (3,180)
reserve
Revenue reserve 312 (195) (151) (34) 92 (196) (56) (160)
---------------------------------------------------------------
Equity 15,378 11,142 7,446 33,966 12,929 10,996 5,097 29,022
shareholders'
funds
---------------------------------------------------------------
Net asset value 61.0p 76.8p 90.0p  54.8p 75.5p 92.2p
per
share
Cash Flow Statement for the year ended 28 February 2011
 Year ended 28 February 2011 Year ended 28 February 2010
 Ordinary 'C' 'D'  Ordinary 'C' 'D'
Shares Shares Shares Total Shares Shares Shares Total
 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Net cash
(outflow) / (582) (264) (1,197) (2,043) (1,463) (198) 961 (700)
inflow
from operating
activities
------------------------------------------------------------------
Capital
expenditure
Purchase of (984) (1,885) (1,731) (4,600) (1,203) (1,799) - (3,002)
investments
Sale of 3,220 508 - 3,728 547 21 - 568
investments
------------------------------------------------------------------
Net cash
(outflow) / 2,236 (1,377) (1,731) (872) (656) (1,778) - (2,434)
inflow
from capital
expenditure
------------------------------------------------------------------
Equity - - (146) -
dividends paid (2,036) (2,036) (240) (386)
------------------------------------------------------------------
Management of
liquid
resources
Purchase of
current (210) - (900) (1,110) - (3,550) (3,550)
investments
held as
liquidity
funds -
Withdrawal - 2,110 - 2,110 1,000 2,550 - 3,550
from liquidity
funds
------------------------------------------------------------------
Net cash
inflow / (210) 2,110 (900) 1,000 1,000 2,550 (3,550) -
(outflow)
from liquid
resources
------------------------------------------------------------------
Net cash
(outflow) / (592) 469 (3,828) (3,951) (1,359) 428 (2,589) (3,520)
inflow
before
financing
------------------------------------------------------------------
Financing
Proceeds from 1,199 - 2,800 3,999 - - 5,526 5,526
share issues
Share issue (66) - (154) (220) - - (304) (304)
costs
Purchase of (249) (38) (51) (338) (180) (28) - (208)
own shares
------------------------------------------------------------------
Net cash
inflow/ 884 (38) 2,595 3,441 Â (28) 5,222 5,014
(outflow)Â (180)
from financing
------------------------------------------------------------------
(Decrease)/ 292 431 (1,233) (510) (1,539) 400 2,633 1,494
increase in
cash
------------------------------------------------------------------
Notes to the Accounts for the year ended 28 February 2011
1. Accounting policies
Basis of accounting
The Company has prepared its financial statements under UK Generally Accepted
Accounting Practice ("UK GAAP") and in accordance with the Statement of
Recommended Practice "Financial Statements of Investment Trust Companies and
Venture Capital Trusts" revised January 2009 ("SORP").
The financial statements are prepared under the historical cost convention
except for the revaluation of certain financial instruments measured at fair
value.
The Company implements new Financial Reporting Standards ("FRS") issued by the
Accounting Practices Board when required.
Going Concern
The Directors have, at the time of approving the financial statements, a
reasonable expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future. Thus they continue to adopt
the going concern basis of accounting in preparing the financial statements
Presentation of Income Statement
In order to better reflect the activities of an investment company and in
accordance with guidance issued by the Association of Investment Companies
("AIC"), supplementary information which analyses the Income Statement between
items of a revenue and capital nature has been presented alongside the Income
statement. The net revenue is the measure the directors believe appropriate in
assessing the Company's compliance with certain requirements set out in Part 6
of the Income Tax Act 2007.
Fixed assets investments
Investments are designated as "fair value through profit or loss" assets due to
investments being managed and performance evaluated on a fair value basis.  A
financial asset is designated within this category if it is both acquired and
managed, with a view to selling after a period of time, in accordance with the
Company's documented investment policy. The fair value of an investment upon
acquisition is deemed to be cost. Thereafter, investments are measured at fair
value in accordance with the International Private Equity and Venture Capital
Valuation Guidelines ("IPEV Guidelines") together with FRS26 - Financial
Instruments: Recognition and Measurements.
Publicly traded investments are measured using bid prices in accordance with the
IPEV Guidelines.
The valuation methodologies used by the Directors for assessing the fair value
of unquoted investments are as follows:
*Price of recent investment;
*Multiples;
*Net assets;
*Discounted cash flows or earnings (of underlying business);
*Discounted cash flows (from the investment); and
*Industry valuation benchmarks.
The methodology applied takes account of the nature, facts and circumstances of
the individual investment and uses reasonable data, market inputs, assumptions
and estimates in order to ascertain fair value.
Fixed asset investments are derecognised when the contractual rights to the cash
flows from the asset expire or it transfers the asset and substantially all the
risks and rewards of ownership of the asset to another entity.
Where an investee company has gone into receivership or liquidation, or there is
little likelihood of a recovery from a company in administration, the loss on
the investment, although not physically disposed of, is treated as being
realised.
Gains and losses arising from changes in fair value are included in the Income
Statement for the year as a capital item.
It is not the Company's policy to exercise significant influence over investee
companies. Therefore, the results of these companies are not incorporated into
the Income Statement except to the extent of any income accrued. This is in
accordance with the SORP that does not require portfolio investments to be
accounted for using the equity method of accounting.
Current assets investments
Current asset investments, which comprise investments in liquidity funds with
AAA rating, are held at fair value through profit and loss and are marked-to-
market. These assets are purchased and redeemed under a contract and the assets
are recognised and derecognised on the trade date. These assets are initially
measured at cost and subsequently valued at fair value, being the closing price
of the fund as issued by the provider.
Income
Dividend income from investments is recognised when the shareholders' rights to
receive payment has been established, normally the ex-dividend date or, where no
ex-dividend date is established, when the Company's right to receive payment is
established.
Interest income is accrued on a time basis, by reference to the principal
outstanding and at the effective interest rate applicable and only where there
is reasonable certainty of collection. Income which is not capable of being
received within a reasonable period of time is reflected in the capital value of
the investments.
Expenses
All expenses are accounted for on an accruals basis. In respect of the analysis
between revenue and capital items presented within the income statement, all
expenses have been presented as revenue items except as follows:
*expenses which are incidental to the acquisition of an investment are deducted
from the Capital Account;
*expenses which are incidental to the disposal of an investment are deducted
from the disposal proceeds of the investment; and
*expenses are split and presented partly as capital items where a connection
with the maintenance or enhancement of the value of the investments held can be
demonstrated and accordingly the investment management fee has been allocated
25% to revenue and 75% to capital, in order to reflect the Directors' expected
long-term view of the nature of the investment returns of the Company.
Taxation
The tax effects of different items in the Income Statement are allocated between
capital and revenue on the same basis as the particular item to which they
relate using the Company's effective rate of tax for the accounting period.
Due to the Company's status as a venture capital trust and the continued
intention to meet the conditions required to comply with Part 6 of the Income
Tax Act 2007, no provision for taxation is required in respect of any realised
or unrealised appreciation of the Company's investments.
Deferred taxation is provided in full on timing differences that result in an
obligation at the balance sheet date to pay more tax, or a right to pay less
tax, at a future date, at rates expected to apply when they crystallise based on
current tax rates and law.
Timing differences arise from the inclusion of items of income and expenditure
in taxation computations in periods different from those in which they are
included in the financial statements. Deferred tax assets are recognised to the
extent that it is regarded as more likely than not that they will be recovered.
Deferred tax assets and liabilities are not discounted.
Other debtors and other creditors
Other debtors and other creditors are included within the accounts at amortised
cost less provision for impairment.
Share issue costs
Expenses in relation to share issues are deducted from the Share Premium Account
upon allotment of shares.
2. Basic and diluted return per share
 Year ended 28 February 2011 Year ended 28 February 2010
 Ordinary 'C' 'D' Ordinary 'C' 'D'
Shares Shares Shares Shares Shares Shares
Revenue return per share
based on:
Net revenue 460 1 (43) (200) (335) (56)
after taxation
(£'000)
----------------------------------------------------------------
Weighted average
number of 25,260,698 14,524,976 7,964,787 23,857,331 14,610,800 5,077,961
 shares in issue
----------------------------------------------------------------
Pence per share 1.8p (0.0p) (0.5p) (0.8p) (2.3p) (1.1p)
----------------------------------------------------------------
Capital return / (loss) per
share based on:
Net capital gain
/ (loss) for the 3,141 183 (203) (275) 452 (69)
financial year
(£'000)
----------------------------------------------------------------
Weighted average
number of 25,260,698 14,524,976 7,964,787 23,857,331 14,610,800 5,077,961
shares in issue
----------------------------------------------------------------
Pence per share 12.4p 1.3p (2.6p) (1.2p) 3.1p (1.4p)
----------------------------------------------------------------
As the Company has not issued any convertible securities or share options, there
is no dilutive effect on return per share. The return per share disclosed
therefore represents both basic and diluted return per share.
3. Basic and diluted net asset value per share
  2011 2010
 Shares in Issue Net asset value Net asset value
    per    per
2011 2010 share £'000 share £'000
Ordinary Shares 25,190,612 23,578,646  61.0p  15,378  54.8p  12,929
'C' Shares 14,514,942 14,571,317  76.8p  11,142  75.5p  10,996
'D' Shares 8,269,911 5,525,501  90.0p  7,446  92.2p  5,097
      34,966    29,022
As the Company has not issued any convertible securities or share options, there
is no dilutive effect on net asset per share. The net asset value per share
disclosed therefore represents both basic and diluted return per share.
4 Financial instruments
The Company's financial instruments comprise equity and loan stock investments
in quoted companies and unquoted companies, liquidity funds, cash deposits and
short term debtors and creditors arising from its operations. The main purpose
of these financial instruments is to generate cash flow, revenue and capital
appreciation for the Company's operations. The Company has no gearing or other
financial liabilities apart from short-term creditors and does not use any
derivatives.
Principal risks and management objectives
The Company's investment activities expose the Company to a number of risks
associated with financial instruments and the sectors in which the Company
invest. The principal financial risk arising from the Company's operations are:
Market risks;
Credit risk; and
Liquidity risk.
The Board regularly reviews these risks and the policies in place for managing
them. There have been no significant changes to the nature of the risks that
the Company is exposed to over the year and there have also have been no
significant changes to the policies for managing those risks during the year.
The risk management policies used by the Company in respect of the principal
financial risks and a review of the financial instruments held at the year-end
are provided below:
Market risks
As a VCT, the Company is exposed to market risks in the form of potential losses
and gains that may arise on the investments it holds. The management of these
market risks is a fundamental part of investment activities undertaken by the
Investment Manager and overseen by the Board. The Manager monitors investments
though regular contact with management of investee companies, regular review of
management accounts and other financial information and attendance at investee
company board meetings. This enables the Manager to manage the investment risk
in respect of individual investments. Market risk is also mitigated by holding a
portfolio diversified across several business sectors and asset classes.
The key market risks to which the Company is exposed are:
Market price risk; and
Interest rate risk.
Market price risk
Market price risk arises from uncertainty about the future prices and valuations
of financial instruments held in accordance with the Company's investment
objectives. It represents the potential loss that the Company might suffer
through market price movements in respect of quoted investments and also changes
in the fair value of unquoted investments that it holds.
At 28 February 2011, the AIM-quoted portfolio was valued at £622,000 (2010:
£537,000).
Interest rate risk
The Company is exposed to interest rate risk on floating-rate financial assets
through the effect of changes in prevailing interest rates. The Company
receives interest on its cash deposits at a rate agreed with its bankers and on
liquidity funds at rates based on the underlying investments. Investments in
loan stock and fixed interest investments attract interest predominately at
fixed rates. A summary of the interest rate profile of the Company's
investments is shown below.
There are three categories in respect of interest which are attributable to the
financial instruments held by the Company as follows:
"Fixed rate" assets represent investments with predetermined yield targets and
comprise certain loan note investments and Preference Shares.
 "Floating rate" assets predominantly bear interest at rates linked to Bank of
England base rate or LIBOR and comprise cash at bank and liquidity fund
investments and certain loan note investments.
"No interest rate" assets do not attract interest and comprise equity
investments, certain loan note investments, loans and receivables (excluding
cash at bank) and other financial liabilities.
Credit risk
Credit risk is the risk that a counterparty to a financial instrument is unable
to discharge a commitment to the Company made under that instrument. The Company
is exposed to credit risk through its holdings of loan stock in investee
companies, investments in liquidity funds, cash deposits and debtors. Credit
risk relating to loan stock investee companies is considered to be part of
market risk.
The Manager manages credit risk in respect of loan stock with the approach
described under 'market risks' above. Similarly the management of credit risk
associated with interest, dividends and other receivables is covered within the
investment management procedures.
Credit risk in respect of investments in liquidity funds is minimised by
investing in AAA-rated funds.
Cash is mainly held by Bank of Scotland plc and Royal Bank of Scotland plc, both
of which are A-rated financial institutions and both also ultimately part-owned
by the UK Government. Consequently, the Directors consider that the risk
profile associated with cash deposits is low.
There have been no changes in fair value during the year that are directly
attributable to changes in credit risk.
Liquidity risk
Liquidity risk is the risk that the Company encounters difficulties in meeting
obligations associated with its financial liabilities. Liquidity risk may also
arise from either the inability to sell financial instruments when required at
their fair values or from the inability to generate cash inflows as required.
The Company generally maintains a relatively low level of creditors (£289,000 at
28 February 2011 excluding unallotted share capital) and has no borrowings.
Also, liquidity funds and some quoted investments held by the Company are
considered to be readily realisable. The Company always holds sufficient levels
of funds as cash and readily realisable investments in order to meet expenses
and other cash outflows as required. For these reasons, the Board believes that
the Company's exposure to liquidity risk is minimal.
The Company's liquidity risk is managed by the Investment Manager in line with
guidance agreed with the Board and is reviewed by the Board at regular
intervals.
5. Post balance sheet events
Between 5 April 2011 and the date of this report, the Company issued 2,519,590
Ordinary Shares for an aggregate consideration of £1,537,000. Share issue costs
thereon amounted to £85,000.
Further investments totalling £393,000 were made after the year end in Campden
Media Limited, Overtis Group Limited and SenseLogix Limited.
In May 2011, the Company realised its investment in Steak Media Limited in a
sale to Japanese media agency network Dentsu. The disposal resulted in an
initial profit over cost, with the possibility of further earnout proceeds in
the three years following the sale.
6. Controlling party and related party transactions
In the opinion of the Directors there is no immediate or ultimate controlling
party.
Beringea LLP, of which Malcolm Moss is a partner, acted as promoter to the
further Linked 'D' Share Offer and the Ordinary Share Top up Offer both launched
in November 2009. Beringea LLP received 5.5% of the gross proceeds of the
offers, out of which it paid the costs of the offers including initial
commissions. The fees in the year amounted to £154,000 on the 'D' Share Offer
and £66,000 on the Ordinary Share Offer. No issue costs were due or outstanding
at the year end.
Beringea LLP also acted as a promoter to the Ordinary Share Top-up Offer
launched in January 2011. Beringea LLP receives 5.5% of the gross proceeds of
the offer, out of which it must pay the costs of the offer including the initial
commissions.
Beringea LLP was also the investment manager during the year. The fees relating
to this service, together with performance incentive fees due in the year under
the agreement, amounted to £967,000 (2010: £624,000) (inclusive of VAT where
applicable), of which £176,000 (2010: £149,000) was outstanding at the year
end.
Nicholas Lewis (who resigned as director of ProVen VCT plc on 24 August 2010) is
a director of Downing Management Services Limited, which provides administration
services to the company. The total fee relating to this service during the year
was £57,000  (2010: £53,000), inclusive of VAT, of which £14,000 (2010: £12,000)
was outstanding at the year end.
Downing Corporate Finance Limited was entitled to performance incentive fees
during the year totalling £32,000 (2010: £4,000) (inclusive of VAT), of which
£5,000 (2010: £4,000) was outstanding at the year end.
At the previous year end of 28 February 2010 Malcolm Moss, Nicholas Lewis and
Andrew Davison were each directors of the Company and also of ProVen Growth and
Income VCT plc. At that date ProVen Growth and Income VCT plc was owed 910,000
in respect of subscription monies for shares. This amount was included within
other creditors.
ANNOUNCEMENT BASED ON AUDITED ACCOUNTS
The financial information set out in this announcement does not constitute the
Company's statutory financial statements in accordance with section 434
Companies Act 2006 for the year ended 28 February 2011, but has been extracted
from the statutory financial statements for the year ended 28 February 2011
which were approved by the Board of Directors on 30 June 2011 and will be
delivered to the Registrar of Companies. The Independent Auditor's Report on
those financial statements was unqualified and did not contain any emphasis of
matter nor statements under s 498(2) and (3) of the Companies Act 2006.
The statutory accounts for the year ended 28 February 2010 have been delivered
to the Registrar of Companies and received an Independent Auditors report which
was unqualified and did not contain any emphasis of matter nor statements under
s 498(2) and (3) of the Companies Act 2006.
A copy of the full annual report and financial statements for the year ended 28
February 2011 will be printed and posted to shareholders shortly. Copies will
also be available to the public at the registered office of the Company at 39
Earlham Street, London WC2H 9LT and will be available for download from
www.provenvcts.co.uk and www.downing.co.uk
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Proven VCT plc via Thomson Reuters ONE
[HUG#1527522]