Half-yearly report

ProVen VCT plc Half-Yearly Report for the six months ended 31 August 2009 Financial Summary 31 Aug 31 Aug 28 Feb 2009 2008 2009 Ordinary shares Net asset value per share ("NAV") 53.10 77.60 57.70 Dividends paid per share since launch 93.45 77.95 92.45 Total return (NAV plus dividends paid since 146.55 155.55 150.15 launch) C shares Net asset value per share ("NAV") 72.30 81.00 75.60 Dividends paid per share since issue 4.75 2.75 3.75 Total return (NAV plus dividends paid since 77.05 83.75 79.35 issue) D shares Net asset value per share ("NAV") 93.45 n/a n/a Dividends paid per share since issue - n/a n/a Total return (NAV plus dividends paid since 93.45 n/a n/a issue) Chairman's Statement Introduction The six months ended 31 August 2009 has seen stock markets start to show some signs of recovery from the financial crises of 2008 and early 2009. However, with the UK economy still in recession, many businesses continue to face difficult conditions, particularly smaller companies which typically may not be as resilient as their larger counterparts. Whilst the Investment Manager continues to source and evaluate new investment opportunities, the primary focus during the period has been on protecting (and enhancing) value within the existing portfolio. The Board has formal regular meetings with the Investment Manager to discuss the performance of all investments and is in regular contact with the Investment Manager outside of meetings. During this very difficult period, the Investment Manager has worked on and contributed to the resilience of many of the portfolio companies. As a result, the Directors are satisfied with the overall performance of the Company. Net Asset Values Ordinary shares As at 31 August 2009, the Net Asset Value ("NAV") per ordinary share stood at 53.1p, a decrease of 3.6p per share or 6.2% since the year end (after adjusting for the dividends of 1.0p paid in the period). C shares As at 31 August 2009, the NAV per C share stood at 72.3p, a small decrease of 2.3p per share or 2.3% since the year end (after adjusting for the dividends of 1.0p paid in the period). D shares As at 31 August 2009, the NAV per D share stood at 93.5p, a small decrease compared the initial NAV net of fundraising costs of 94.5p per share. The decrease arises from running costs which exceed the income on cash deposits. Fundraising Up to 31 August 2009, the "Linked D Share Offer" had raised gross proceeds for the Company of £5.3 million, which equates to £5.0 million net of fundraising costs. The Board believes this is a satisfactory outcome which helps to reduce the fixed running costs per share of all the Company's share classes. The Linked D Share Offer has been extended and will now close on 30 October 2009. Venture capital investments No new investments were made by any pool during the period. There was one minor realisation within the ordinary share pool, £383,000 of Espresso Group Limited loan stock being redeemed at par. In valuing the investment portfolio at the period end, there have been some significant movements compared to the start of the period. Overall, the ordinary share portfolio showed an unrealised loss of £599,000 and the C share portfolio a loss of £26,000. Further details of the developments within the investment portfolios are included in the Investment Manager's report. Results and dividends The Income Statement shows a loss on ordinary activities after taxation for the Company during the period of £1,267,000 (£414,000 revenue loss and £853,000 capital loss). No interim dividends will be paid in respect of any class of shares. Share buybacks The Company continues to have a policy of purchasing its own shares that become available in the market in order to help provide liquidity to those shareholders that need it. The Company currently buys in shares at approximately a 10% discount to the last published NAV. During the period, the Company purchased 72,885 ordinary shares at an average price of 51.0p per share. These shares were subsequently cancelled. No C shares or D shares were purchased in the period. Risk and uncertainties Under the Disclosure and Transparency Directive, the Board is required, in the Company's half-yearly results, to report on principal risks and uncertainties facing the Company over the remainder of the financial year. The Board has concluded that the key risks facing the Company over the remainder of the financial period are as follows: i. investment risk associated with a large proportion of the ordinary share assets being invested in a single investment; ii. investment risk associated with investing in small and immature businesses; iii. investment risk arising from extremely volatile stock market conditions and their potential effect on investment valuation; and iv. failure to maintain approval as a VCT. Although having a large proportion of the ordinary share assets invested in a single investment involves additional risks, this situation is not unusual within the venture capital industry and has arisen as a result of strong growth in the value of one investment. The Board regularly reviews the position to ensure that the potential benefits of continuing to hold this investment outweigh the additional risk. In the case of (ii), the Board is also satisfied with the Company's approach. The Investment Manager follows a rigorous process in vetting and careful structuring of new investments and, after an investment is made, close monitoring of the business. In respect of (iii), the Company seeks to hold a diversified portfolio. However, the Company's ability to manage this risk is quite limited, primarily due to the restrictions arising from the VCT regulations. The Company's compliance with the VCT regulations is continually monitored by the Administrator, who reports regularly to the Board on the current position. The Company also retains PricewaterhouseCoopers to provide regular reviews and advice in this area. The Board considers that this approach reduces the risk of a breach of the VCT regulations to a minimal level. Outlook With the newly-raised D share pool and the funds also available for investment within the Ordinary and C share pools, the Investment Manager is looking to make new investments alongside its ongoing monitoring/advisory role on existing investments. Despite some optimism, the general economic outlook remains uncertain. While this will continue to create challenges for the Company's investment portfolio, it may also create opportunities for the Company to make new investments at attractive valuations, which may ultimately provide the Company with strong returns. I therefore expect a number of new investments to be made over the remainder of the year. Andrew Davison Chairman 28 October 2009 Investment Manager's Report Introduction We are pleased to present our review of the investment portfolio for the six month period ended 31 August 2009. Stock market indices recovered during the period with the FTSE All Share Index increasing by over 30% between 28 February 2009 and 31 August 2009. In spite of this, the broader economic environment continues to present considerable challenges for small and medium sized enterprises and their investors with unemployment still increasing and lending constrained. We have continued to invest considerable time working with portfolio companies to reflect these conditions and to take advantage of opportunities provided by less well positioned competitors.. Portfolio activity and valuation Ordinary share pool At 31 August 2009, the Company's unquoted and quoted ordinary share portfolio comprised 18 investments with a cost of £12.1 million and a valuation of £7.9 million. In addition, the ordinary share pool held cash and liquidity funds of £4.8 million.. A significant proportion, nearly 30%, of the value of the ordinary shares continues to be reflected in the value of Espresso Group. We spend considerable time with the company and have worked with key management to develop strategy. We continue to very pleased with the progress of the business including the development of the non-primary school revenue streams to complement the market leading primary school product. C share pool At 31 August 2009, the Company's unquoted and quoted C share portfolio comprised 13 investments with a cost of £7.5 million and a valuation of £4.7 million. In addition, the C share pool held cash and liquidity funds of £5.9 million. Value in the C share pool is more evenly spread when compared to the ordinary share pool with no one investment accounting for more than 10% of the C share pool. The largest investments, by value, are Path Group and Fjordnet. This reflects, in part, the relative immaturity of the portfolio when compared to the ordinary share pool. Both the ordinary and C share pools have seen movements in valuations reflecting both individual portfolio company circumstances and wider changes to market comparables. Notable movements include SPC (ordinary share pool), Ashford Colour Press (ordinary share pool), Donatantonio (ordinary and C share pool) and Optima (ordinary share pool). D share pool Fundraising for the D share pool is, at the date of this report, still ongoing having raised a total of over £5 million despite the difficult market conditions. This very pleasing result provides a firm base for further fundraising and building a diversified portfolio. Outlook The turmoil of the economic environment over the last twelve months has created difficult trading conditions for small and medium size enterprises. With our assistance a number of our portfolio companies have adjusted their strategies to reflect a more defensive approach and this has resulted in reduction in their cost bases. This has provided a level of value protection and a more prudent approach in investing for the future. As our experience of previous cycles has shown, adversity can create areas of opportunity and it is good to see that a number of portfolio companies continue to see strong growth, with a several following market opportunities to expand overseas. Since 28 February 2009, the increase in stock market indices, together with improving economic sentiment in some areas, has been seen by some to be an indicator of economic recovery. Our view is that the climb to sustained positive economic growth will be slow and as such we remain wary of unproven and over optimistic business opportunities. We are now seeing a number of investment opportunities which reflect a more mature approach to business development. Entrepreneurs are balancing reasonable investment entry prices with a preference for knowledgeable and long term partners. We expect a number of new investments to complete in the short term. Beringea LLP 28 October 2009 Unaudited Balance Sheet as at 31 August 2009 31 Aug 31 Aug 28 Feb 2009 2008 2009 £'000 £'000 £'000 Fixed assets Investments 12,625 14,731 13,632 Current assets Debtors 124 888 923 Current investments 10,200 11,250 10,200 Cash at bank and in hand 10,671 3,876 2,830 Creditors: amounts falling due within one (5,427) (174) (2,708) year Net current assets 15,568 15,840 11,245 Net assets 28,193 30,571 24,877 Capital and reserves Called up share capital 4,900 4,862 4,850 Capital redemption reserve 172 157 169 Share premium account 4,955 14,995 14,995 Special distributable reserve 21,900 6,308 7,081 Capital reserve - realised 3,558 8,101 3,649 Investment holding losses (6,923) (4,303) (6,298) Revenue reserve (369) 451 431 Equity shareholder's funds 28,193 30,571 24,877 Net asset value per ordinary share: 53.1p 77.6p 57.7p Net asset value per C share: 72.3p 81.0p 75.6p Net asset value per D share: 93.4p n/a n/a Unaudited Balance Sheet as at 31 August 2009 Analysed by share pool Ordinary share 31 Aug 31 Aug 28 Feb 2009 2008 2009 £'000 £'000 £'000 Fixed assets Investments 7,932 10,275 8,913 Current assets Debtors 76 707 615 Current investments 4,190 4,040 4,190 Cash at bank and in hand 595 3,817 2,711 Creditors: amounts falling due within one (110) (101) (2,605) year Net current assets 4,751 8,463 4,911 Net assets 12,683 18,738 13,824 Capital and reserves Called up share capital 1,194 1,208 1,197 Capital redemption reserve 170 156 167 Share premium account - 4,836 4,836 Special distributable reserve 11,741 6,308 7,081 Capital reserve - realised 3,793 8,198 3,793 Investment holding losses (4,140) (2,244) (3,542) Revenue reserve (75) 276 292 Equity shareholder's funds 12,683 18,738 13,824 Unaudited Balance Sheet as at 31 August 2009 Analysed by share pool C Shares 31 Aug 31 Aug 28 Feb 2009 2008 2009 £'000 £'000 £'000 Fixed assets Investments 4,693 4,456 4,719 Current assets Debtors 47 181 308 Current investments 6,010 7,210 6,010 Cash at bank and in hand (127) 59 119 Creditors: amounts falling due within one (65) (73) (103) year Net current assets 5,685 7,377 6,334 Net assets 10,558 11,833 11,053 Capital and reserves Called up share capital 3,653 3,654 3,653 Capital redemption reserve 2 1 2 Share premium account - 10,159 10,159 Special distributable reserve 10,159 - - Capital reserve - realised (212) (97) (144) Investment holding losses (2,783) (2,059) (2,756) Revenue reserve (261) 175 139 Equity shareholder's funds 10,558 11,833 11,053 Unaudited Balance Sheet as at 31 August 2009 Analysed by share pool D Shares 31 Aug 31 Aug 28 Feb 2009 2008 2009 £'000 £'000 £'000 Fixed assets Investments - n/a n/a Current assets Debtors 1 n/a n/a Current investments - n/a n/a Cash at bank and in hand 10,203 n/a n/a Creditors: amounts falling due within one (5,252) n/a n/a year Net current assets 4,952 n/a n/a Net assets 4,952 n/a n/a Capital and reserves Called up share capital 53 n/a n/a Capital redemption reserve - n/a n/a Share premium account 4,955 n/a n/a Special distributable reserve - n/a n/a Capital reserve - realised (23) n/a n/a Investment holding losses - n/a n/a Revenue reserve (33) n/a n/a Equity shareholder's funds 4,952 n/a n/a Unaudited Income Statement for the six months ended 31 August 2009 Company Total Six months ended 31 August 2009 Revenue Capital Total £'000 £'000 £'000 Income 184 - 184 Gains/(losses) on investments - (625) (625) 184 (625) (441) Investment management fee (71) (214) (285) Performance incentive fees - (45) (45) Recoverable VAT 10 31 41 Other expenses (537) - (537) Return/(loss) on ordinary activities (414) (853) (1,267) before taxation Tax on ordinary activities - - - Return/(loss) attributable to equity (414) (853) (1,267) Shareholders Basic and diluted return/(loss) per (0.5p) (3.1p) (3.6p) Ordinary Share Basic and diluted return/(loss) per C (1.7p) (0.6p) (2.3p) Share Basic and diluted return/(loss) per D (0.7p) (0.5p) Share Company Total Six months ended Year ended 31 August 2008 28 Feb 2009 Revenue Capital Total Total £'000 £'000 £'000 £'000 Income 801 - 801 1,442 Gains/(losses) on - (2,917) (2,917) (4,865) investments 801 (2,917) (2,116) (3,423) Investment management fee (73) (218) (291) (572) Performance incentive (56) (121) (177) (826) fees Recoverable VAT - - - 427 Other expenses (142) (14) (156) (271) Return/(loss) on ordinary 530 (3,270) (2,740) (4,665) activities before taxation Tax on ordinary (145) 145 - - activities Return/(loss) 385 (3,125) (2,740) (4,665) attributable to equity Shareholders Basic and diluted 0.9p (8.1p) (7.2p) (12.5p) return/(loss) per Ordinary Share Basic and diluted 1.1p (8.1p) (7.0p) (11.3p) return/(loss) per C Share Basic and diluted n/a n/a n/a n/a return/(loss) per D Share Ordinary shares Six months ended 31 August 2009 Revenue Capital Total £'000 £'000 £'000 Income 118 - 118 Gains/(losses) on investments - (599) (599) 118 (599) (481) Investment management fee (41) (123) (164) Performance incentive fees - (45) (45) Recoverable VAT 10 31 41 Other expenses (213) - (213) Return/(loss) on ordinary activities (126) (736) (862) before taxation Tax on ordinary activities - - - Return/(loss) attributable to equity (126) (736) (862) Shareholders Ordinary shares Six months ended Year ended 31 August 2008 28 Feb 2009 Revenue Capital Total Total £'000 £'000 £'000 £'000 Income 451 - 451 847 Gains/(losses) on - (1,763) (1,763) (3,014) investments 451 (1,763) (1,312) (2,167) Investment management fee (42) (127) (169) (283) Performance incentive (56) (121) (177) (826) fees Recoverable VAT - - - 380 Other expenses (62) (9) (71) (128) Return/(loss) on ordinary 291 (2,020) (1,729) (3,024) activities before taxation Tax on ordinary (73) 73 - - activities Return/(loss) 218 (1,947) (1,729) (3,024) attributable to equity Shareholders C shares Six months ended 31 August 2009 Revenue Capital Total £'000 £'000 £'000 Income 56 - 56 Gains/(losses) on investments - (26) (26) 56 (26) 30 Investment management fee (23) (68) (91) Performance incentive fees - - - Recoverable VAT - - - Other expenses (288) - (288) Return/(loss) on ordinary activities (255) (94) (349) before taxation Tax on ordinary activities - - - Return/(loss) attributable to equity (255) (94) (349) Shareholders C shares Six months ended Year ended 31 August 2008 28 Feb 2009 Revenue Capital Total Total £'000 £'000 £'000 £'000 Income 350 - 350 595 Gains/(losses) on - (1,154) (1,154) (1,851) investments 350 (1,154) (804) (1,256) Investment management fee (31) (91) (122) (289) Performance incentive - - - - fees Recoverable VAT - - - 47 Other expenses (80) (5) (85) (143) 239 (1,250) (1,011) (1,641) Return/(loss) on ordinary activities before taxation Tax on ordinary (72) 72 - - activities Return/(loss) 167 (1,178) (1,011) (1,641) attributable to equity Shareholders D shares Six months ended 31 August 2009 Revenue Capital Total £'000 £'000 £'000 Income 10 - 10 Gains/(losses) on investments - - - 10 - 10 Investment management fee (7) (23) (30) Performance incentive fees - - - Recoverable VAT - - - Other expenses (36) - (36) Return/(loss) on ordinary activities (33) (23) (56) before taxation Tax on ordinary activities - - - Return/(loss) attributable to equity (33) (23) (56) Shareholders D shares Six months ended Year ended 31 August 2008 28 Feb 2009 Revenue Capital Total Total £'000 £'000 £'000 £'000 Income n/a n/a n/a n/a Gains/(losses) on n/a n/a n/a n/a investments n/a n/a n/a n/a Investment management fee n/a n/a n/a n/a Performance incentive fees n/a n/a n/a n/a Recoverable VAT n/a n/a n/a n/a Other expenses n/a n/a n/a n/a Return/(loss) on ordinary activities before taxation Tax on ordinary activities n/a n/a n/a n/a Return/(loss) attributable n/a n/a n/a n/a to equity Shareholders Reconciliation of Movements in Shareholders' Funds for the six months ended 31 August 2009 31 Aug 2009 31 Aug 28 Feb 2008 2009 Ordinary C D Shares Shares Shares Total Total Total £'000 £'000 £'000 £'000 £'000 £'000 Opening 13,824 11,053 - 24,877 33,569 33,569 Shareholders' funds Proceeds from - - 5,154 5,154 1,210 1,211 share issues Share issue - - (146) (146) (66) (67) costs Purchase of (38) - - (38) (260) (384) own shares Total recognised (862) (349) (56) (1,267) (2,740) (4,665) gain/(loss) for the year Distributions (241) (146) - (387) (1,142) (4,787) Closing 12,683 10,558 4,952 28,193 30,571 24,877 Shareholders' funds Unaudited Cash Flow Statement for the six months ended 31 August 2009 Six Six months months ended ended 31 August Year ended 31 August 2008 28 Feb 2009 2009 Note £'000 £'000 £'000 Net cash outflow from A operating activities 433 (174) (19) Capital expenditure Purchase of investments - (3,274) (4,708) Disposal of investments 383 4,366 5,465 Net cash inflow/(outflow) 383 1,092 757 from capital expenditure Equity distributions paid (386) (1,142) (4,787) Management of liquid resources Purchase of current - - (10,200) investments held as liquidity funds Withdrawal from liquidity - 1,100 12,350 funds Net cash inflow/(outflow) - 1,100 2,150 from liquid resources Net cash inflow before 430 876 (1,899) financing Financing Proceeds from share issue 7,741 1,004 2,857 Share issue costs (292) (66) (67) Purchase of own shares (38) (309) (432) Net cash inflow from 7,411 629 2,538 financing Increase/(decrease) in cash B 7,841 1,505 459 Notes to the cash flow statement: A Net cash flow from operating activities Return/(loss) on Ordinary (414) 530 1,041 activities before taxation Expenses charged to capital (228) (353) (841) (Increase)/decrease in 799 1 (548) debtors Increase/(decrease)/ in 276 (352) 329 creditors Net cash outflow from 433 (174) (19) operating activities B Analysis of net funds Beginning of period 2,830 2,371 2,371 Net cash inflow/(outflow) 7,841 1,505 459 End of period 10,671 3,876 2,830 Summary of Investment Portfolio as at 31 August 2009 Valuation % of movement in the portfolio Ordinary share pool Cost Valuation period by value £'000 £'000 £'000 Top ten venture capital investments Espresso Group Limited 1,257 3,740 (40) 29.4% Ashford Colour Press 750 617 331 4.8% Limited Eagle Rock Entertainment 4.5% Group Limited 420 576 34 Saffron Media Group 480 484 4 3.8% Limited SPC International 1,618 466 (800) 3.7% Limited Overtis Group Limited 500 438 (62) 3.4% Campden Media Limited 975 414 - 3.3% Donatantonio Limited 582 400 123 3.1% Fjordnet Limited 200 200 - 1.6% Pilat Media Global plc* 172 207 121 1.6% 6,954 7,542 (289) 59.2% Other venture capital 5,118 390 (310) 3.2% investments 12,072 7,932 (599) 62.4% Liquidity fund 4,190 32.9% investments Cash at bank and in hand 595 4.7% Ordinary share pool 100.0% total 12,717 Valuation % of movement in the portfolio C share pool Cost Valuation period by value £'000 £'000 £'000 Top ten venture capital investments Path Group Limited 1,000 842 (157) 8.0% Fjord Limited 800 800 - 7.5% Donatantonio Limited 885 609 187 5.7% Chess Technology Limited 600 588 (12) 5.6% Charterhouse Leisure 700 542 (19) 5.1% Limited SPC International Limited 403 397 (2) 3.8% Overtis Group Limited 400 351 (49) 3.3% Heritage Partners Limited 900 247 - 2.3% Dianomi Limited 126 157 - 1.5% Steak Media Limited 275 144 10 1.4% 6,089 4,677 (42) 44.2% Other venture capital 1,387 16 16 0.2% investments 7,476 4,693 (26) 44.4% Liquidity fund 6,010 57.0% investments Cash at bank and in hand (127) (1.4%) C share pool total 10,576 100.0% No investments were held by the D Share pool in the period. All venture capital investments are unquoted unless otherwise stated. * Quoted on AIM Summary of Investment Movements for the six months ended 31 August 2009 Additions No additions were made by the ordinary, C or D share pool in the period. Disposals Ordinary share Market portfolio value at Realised 1 March Disposal Gain/(loss) gain/(loss) Cost 2009 Proceeds against cost in period £'000 £'000 £'000 £'000 £'000 Espresso Group 383 Limited 383 383 - - No disposals were made by the C or D share pool in the period. Notes to the unaudited Financial Statements 1.The unaudited half yearly results cover the six months to 31 August 2009 and have been prepared in accordance with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies" revised December 2005 ("SORP") and in accordance with the accounting policies set out in the statutory accounts for the year ended 28 February 2009 which were prepared under UK Generally Accepted Accounting Practice ("UK GAAP"). 2. All revenue and capital items in the Income Statement derive from continuing operations. 3. There are no recognised gains or losses other than those disclosed in the Income Statement. 4. The Company has only one class of business and derives its income from investments made in shares, securities and bank deposits. 5. The comparative figures were in respect of the period ended 31 August 2008 and the year ended 28 February 2009. 6. Return per share for the period has been calculated on the following: Ordinary shares C shares D shares Revenue return per Share based on: Net revenue profit after taxation (£'000) (126) (255) (33) Weighted average number of shares in issue 24,048,320 14,617,622 4,638,322 Capital return per Share based on: Net revenue profit after taxation (£'000) (736) (94) (23) Weighted average number of shares in issue 24,048,320 14,617,622 4,638,322 7. NAV per share for the period has been calculated on the following: Ordinary shares C shares D shares Net Assets (£'000) 12,683 10,558 4,952 Number of shares in issue at period end 23,874,616 14,612,777 5,299,288 8. Dividends 6 months to 31 Aug 2009 6 months to 31 Aug 28 2008 Feb 2009 Pence Revenue Capital Total Revenue Capital Total Total £'000 £'000 £'000 £'000 £'000 £'000 £'000 Ordinary share dividends Paid in period 2009 1.0 240 - 240 - - - - Final 2009 14.5 - - - - - - 3,504 Interim 2008 1.25 - - - 306 - 306 302 Final 2008 2.5 - - - - 580 580 579 Interim 240 - 240 306 580 886 4,385 C share dividends Paid in period 2009 1.0 146 - 146 - - - - Final 2009 1.0 - - - - - - 256 Interim 2008 1.75 - - - 256 - 256 256 Final 146 - 146 256 - 256 402 9. Reserves Capital Share Capital Unrealised redemption premium Special reserve holding Revenue reserve account reserve - losses reserve realised £'000 £'000 £'000 £'000 £'000 £'000 At 1 March 2009 169 14,955 7,081 3,649 (6,298) 431 Expenses (228) capitalised Tax relief on - expenses capitalised Share Issue 4,955 Purchase of own 3 (39) shares Gains/(losses) (625) on investments Retained revenue (414) Distributions (386) paid Transfer between (14,995) 14,858 137 reserves At 31 August 172 4955 21,900 3,558 (6923) (369) 2009 10. Contingent liabilities, guarantees and financial commitments The Company has guaranteed bank borrowings of one of its investments, Donatantonio Limited, amounting to £225,000. A third party has provided a guarantee to the Company amounting to £112,500 in respect of the above guarantee such that the Company's net exposure is £112,500. Apart from the above, the Company has no Contingent liabilities, guarantees and financial commitments. 11. The unaudited financial statements set out herein do not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985 and have not been delivered to the Registrar of Companies. The figures for the year ended 28 February 2009 have been extracted from the financial statements for that year, which have been delivered to the Registrar of Companies; the auditors' report on those financial statements was unqualified. 12. The Directors confirm that, to the best of their knowledge, the half-yearly financial statements have been prepared in accordance with the "Statement: Half-Yearly Financial Reports" issued by the UK Accounting Standards Board and the half-yearly financial report includes a fair review of the information required by: a. DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the year; and b. DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period, and any changes in the related party transactions described in the last annual report that could do so. 13. Copies of the unaudited half-yearly results will be sent to Shareholders. Further copies can be obtained from the Company's Registered Office and will be available for download from www.provenvcts.com and www.downing.co.uk. ---END OF MESSAGE--- This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.

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