Interim Results

Proven VCT PLC 14 November 2003 ProVen VCT plc Interim Statement Six Months ended 31 August 2003 Financial Summary Six months Six months Year ended ended ended 28 February 31 August 31 August 2003 2003 2002 Revenue return per share 0.1p 1.0p 1.2p Total return per share 13.2p (8.3)p (16.1)p Dividend per share - 1.0p 1.0p Cumulative dividend per share 5.7p 5.7p 5.7p Net asset value per share 84.6p 79.1p 71.4p Net asset value plus cumulative dividend per 90.3p 84.8p 77.1p share Mid-market price per share 65p 40p 65p Shareholders' funds (£000) 18,488 17,358 15,639 CHAIRMAN'S STATEMENT I have pleasure in presenting the interim report for the six months ended 31 August 2003. During this time, UK stock markets made significant gains from their low point during March and venture capital activity showed signs of continued improvement. Beringea, the investment manager, continued to attract a strong flow of investment opportunities and to work closely with existing portfolio companies. At 31 August 2003, the Company had a qualifying investment total of 87%, comfortably ahead of the 70% required by the Venture Capital Trust regulations. Investment Portfolio During the period your Company made two new investments to the portfolio and made follow-on investments in two existing companies, totalling £2.1 million. Since the end of August, a further follow-on investment of £92,000 has been made. In addition, the Company realised £307,000, at cost, of its AIM investments. Further details of these investments and realisations are provided in the investment manager's review. During the period to 31 August 2003, the value of funds under management increased by 18% compared to rises of 28% in the FTSE AIM Index and 17% in the FTSE All Share Index. At 31 August 2003, the Company's unquoted and AIM portfolio comprised 25 companies at a total cost of £17.5 million and a valuation of £16.8 million. During the period the AIM portfolio rose in value by 79%. All AIM investments, with one exception, performed strongly ahead of the AIM Index. The value of the unquoted portfolio rose by 6% which is largely the result of recent investments being valued at cost. The Company benefited from a revaluation of its unquoted investment in Espotting Media, following the company agreeing terms to merge with FindWhat.com, a US NASDAQ listed company. Even allowing for the risk that the transaction does not proceed, Espotting has made significant progress since our investment which, the directors believe, justifies its valuation in this report. In addition, the board accepted the investment manager's recommendations and increased the valuations for Espresso Broadband, Ashcol, Linguaphone and Copyright Promotions Group, and made a further provision against Horncastle Industries. Net Asset Value and Interim Dividend The unaudited net asset value per share at 31 August 2003 was 84.6p. This represents an increase of 18% over the net asset value at 28 February 2003. As I mentioned in my statement in the Annual Report, future dividends are likely to be substantially dependent upon future realised capital profits. Given the relatively small realisations to date, the board does not recommend the payment of a dividend for the period under review. Share Buy Backs Shareholders are reminded that the Company is authorised to make market purchases of its own shares. In the period under review, the Company purchased 69,300 shares in the market at a cost of £41,000, representing a discount of 17% to the net asset value at 28 February 2003. Any shareholder wishing to sell shares should contact Downing Corporate Finance. Board Change On 16 May 2003, Gordon Power resigned from the board. Gordon has had a very positive effect on both our new and existing investments and we are fortunate that he is to continue to take an interest in some of our investments. Alexander Spiro Jr. was appointed a non-executive director of the Company at the same time. Mr Spiro is a senior managing director of Beringea LLC, the investment manager's US parent company. Prospects ProVen VCT is effectively fully invested with cash resources being used largely to fund developments in portfolio companies and meet running costs of the Company where these are not met through income from portfolio companies. Future new investments, and dividends as outlined earlier, are likely to be dependent upon successful realisations of existing investments, the timing of which cannot be predicted with any certainty. However, the upswing in the markets and improving hopes for the economy are reflected in the portfolio and the board retains its positive view on the future prospects for the Company and the generation of tax free returns for its shareholders. Andrew Davison 14 November 2003 INVESTMENT MANAGER'S REVIEW Introduction This review covers the six month period ended 31 August 2003 during which the climate for venture capital activity showed continued signs of improvement. As we stated in our annual report to 28 February 2003, our focus has been on maximising value from the existing portfolio of companies, although we have taken the opportunity to complete new and follow-on investments where opportunities have arisen. The qualifying investment total at 31 August 2003 was 87%, and at the date of this report 86%, providing comfortable headroom over the 70% required by the Venture Capital Trust regulations. New Investment and Portfolio Activity In the six months under review, a total of £1.75 million was invested in two new companies and a further £344,000 in follow-on investments. These investments are discussed below. Zenith Group Limited Television production company In March 2003, ProVen VCT invested £800,000 alongside other Beringea managed funds in the management buyout of this leading independent television production company. Zenith's successes include Inspector Morse, Byker Grove and SM:tv Live /CD:uk. SPC International Limited Hardware support services SPC specialises in the repair and refurbishment of electronic equipment in the IT, banking and retail sectors. ProVen VCT invested £950,000 in June 2003 in a secondary buyout from another private equity company. Cardpoint plc Independent ATM operator ProVen VCT invested a further £250,000 in the heavily oversubscribed Placing & Open Offer in June 2003. This raised funds of £6 million to enable Cardpoint to acquire the ATM estate of Securicor Corporation. Espresso Broadband Limited Development & delivery of educational material to schools Proven VCT invested a further £94,000 as part of its ongoing commitment to Espresso. The company has made substantial progress in the last year. A further £92,000 was invested in September 2003. Realisations We took the opportunity to take profits from part of the Company's holdings in Cardpoint and Centurion Electronics. A loss was made on the disposal of part of the Company's holding in ID Data. In June 2003, the management of Sport Entertainment & Media Group (SEM) offered 27.5p to existing shareholders to take SEM into private ownership. The transaction was concluded in July 2003 and ProVen VCT converted its holding into ordinary shares in the new company, Sports Holdings Limited. Since 31 August 2003, we have taken advantage of further rises in the share prices of Cardpoint and Centurion Electronics and taken additional profits. In total, the VCT has now realised capital profits of almost £200,000 in Centurion Electronics and over £130,000 in Cardpoint whilst still holding 40% and 83% respectively of its original holdings in these companies. Portfolio Valuation At 31 August 2003, the Company's unquoted and AIM portfolio comprised 25 companies at a total cost of £17.5 million and a valuation of £16.8 million. In addition, the Company had listed fixed interest investments of £1.4 million. In total, the Company's unquoted and AIM portfolio increased in value by 23% over the six months to 31 August 2003, compared to a rise of 28% in the FTSE AIM index over the same period. The Company's AIM portfolio increased in value by £2.5 million or 79%. All the Company's AIM stocks, with one exception, performed strongly ahead of the AIM index. The Company's unquoted portfolio increased in value by £600,000 or 6%. This in part reflects the increase in stock markets which has affected quoted PE multiples, and therefore the value of investments valued on this basis, and also the strong performance of specific portfolio companies. Many investments are, however, relatively recent and valued at cost. The Company benefited from a revaluation of its investment in Espotting Media UK Limited as outlined in the Chairman's Statement. The board of directors have also accepted our recommendations to increase the value of the Company's investments in Espresso Broadband, Ashcol, Linguaphone, and Copyright Promotions Group following improved performance. Offsetting this, we have taken a further provision against the Company's investment in Horncastle Industries to reflect continued underperformance from one of its divisions. Prospects We continue to invest time in our existing portfolio companies and seek attractive exit/investment opportunities, whilst at the same time ensuring continued compliance with the Venture Capital Trust regulations. Whilst it is too early to predict an outcome for individual investments, the progress made by stock markets in general and our portfolio companies in particular, gives us grounds to be cautiously optimistic about the long term prospects for the Company as a whole. Beringea Limited 14 November 2003 INVESTMENT PORTFOLIO At 31 August 2003 Book Cost Valuation % of net assets £000 £000 Qualifying holdings Cardpoint plc * 1,136 1,893 10.2 UBC Media Group plc * 1,101 1,389 7.5 Ashcol Limited 1,000 1,127 6.1 LFR plc (t/a Loch Fyne Restaurants) 1,000 1,000 5.4 Nectar Taverns Plc 1,000 1,000 5.4 Notability Solutions Limited 1,000 1,000 5.4 SPC International Limited 950 950 5.1 Espresso Broadband Limited 1,146 885 4.8 Zenith Group Limited 800 800 4.3 mergermarket Limited 780 780 4.2 Oasis Healthcare plc * 670 740 4.0 Ma Potter's Limited 700 700 3.8 Linguaphone Group plc 605 605 3.3 Horncastle Industries Limited 1,001 600 3.3 Pilat Media Global plc* 315 585 3.2 Centurion Electronics plc* 137 369 2.0 Sports Holdings Limited 800 361 2.0 Chiaros Holdings Limited (t/a TMI) 800 280 1.5 VI Group plc* 250 180 1.0 Transcomm plc* 380 97 0.5 ID Data plc* 262 27 0.1 Bond iT Limited 500 0 0.0 Total qualifying holdings 16,333 15,368 83.1** Non-qualifying holdings Espotting Media (UK) Limited 333 626 3.4 Copyright Promotions Group Limited 266 582 3.1 Baby Innovations S.A. (t/a Steribottle) 594 178 1.0 Total non-qualifying holdings 1,193 1,386 7.5 Total venture capital investments 17,526 16,754 90.6 Listed fixed interest investments 1,434 1,431 7.8 Total investments 18,960 18,185 98.4 Net current assets 303 1.6 Shareholders' funds 18,488 100.0 * Investment traded on the Alternative Investment Market ('AIM') ** Expressed as a percentage of the Company's net assets at 31 August 2003 as distinct from total investments (as defined in the Venture Capital Trust regulations) which are the basis for the calculation of the qualifying investment totals referred to in the Chairman's Statement. UNAUDITED STATEMENT OF TOTAL RETURN (incorporating the Revenue Account) For the six months ended 31 August 2003 Six months ended 31 Six months ended 31 Year ended 28 August 2003 August 2002 February 2003 Revenue Capital Total Revenue Capital Total Revenue Capital Total £000 £000 £000 £000 £000 £000 £000 £000 £000 Gains/(losses) on investments - realised - (81) (81) - (628) (628) - (761) (761) - unrealised - 3,078 3,078 - (1,275) (1,275) - (2,790) (2,790) Income 181 - 181 440 - 440 662 - 662 Investment management fee (43) (130) (173) (57) (171) (228) (105) (315) (420) Other expenses (114) - (114) (119) - (119) (222) - (222) Return on ordinary activities before 24 2,867 2,891 264 (2,074) (1,810) 335 (3,866) (3,531) taxation Tax (charge)/credit on ordinary - - - (53) 34 (19) (67) 67 - activities Return on ordinary activities after 24 2,867 2,891 211 (2,040) (1,829) 268 (3,799) (3,531) taxation Dividends - - - (219) - (219) (219) - (219) Transfers to/(from) reserves 24 2,867 2,891 (8) (2,040) (2,048) 49 (3,799) (3,750) Return per ordinary share Basic and fully diluted 0.1p 13.1p 13.2p 1.0p (9.3)p (8.3)p 1.2p (17.3)p (16.1)p The revenue column of this statement is the profit and loss account of the Company. All revenue and capital items in the above statement are from continuing operations. Other than shown above, the Company had no recognised gains and losses. The Company has only one class of business and derives its income from investments made in shares and securities and from bank deposits. UNAUDITED BALANCE SHEET At 31 August 2003 31 August 31 August 2002 28 February 2003 2003 £000 £000 £000 Fixed assets Investments - unquoted 11,474 5,577 8,671 Investments - AIM quoted 5,280 3,756 3,213 Fixed interest 1,431 6,537 2,629 18,185 15,870 14,513 Net current assets 303 1,488 1,126 Net assets 18,488 17,358 15,639 Capital & reserves Share capital 1,092 1,097 1,096 Reserves 17,396 16,261 14,543 Equity shareholders' funds 18,488 17,358 15,639 71.4p Net asset value per share 84.6p 79.1p Notes 1. The unaudited interim financial statements for the six months ended 31 August 2003 and 31 August 2002 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 results for the year ended 28 February 2003 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 under Section 235 of the Companies Act 1985 was unqualified. 2. The financial information contained in this interim report has been prepared on the basis of the accounting policies set out in the Annual Report 2003. Unquoted investments are valued in accordance with British Venture Capital Association (BVCA) valuation guidelines. New guidelines were issued by the BVCA in June 2003. AIM quoted investments are valued at mid market prices discounted, where necessary, to reflect any lack of liquidity. The Directors do not believe a discount is appropriate at this time. 3. Returns per ordinary share are based on 21,893,566 ordinary shares, being the weighted average number of shares in issue during the period. There were 21,848,155 ordinary shares in issue at 31 August 2003. 4. Earnings for the period should not be taken as a guide to the results for the full year. 5. Copies of the Interim Report will be mailed to shareholders and are available from the Registered Office of the Company at 17-18 Henrietta Street, London WC2E 8QH. UNAUDITED CASH FLOW STATEMENT For the six months ended 31 August 2003 Six months Six months Year ended ended Ended 31 August 31 August 28 February 2003 2002 2003 £000 £000 £000 Net revenue from operating activities Net revenue from ordinary activities before tax 24 265 335 Decrease in debtors 47 36 43 Decrease in creditors (23) (38) (55) Management fees charged to capital (130) (171) (315) Net cash (outflow)/inflow from operating (82) 92 8 activities Financial investment Purchases of investments (3,662) (5,957) (12,549) Sales of investments 3,479 6,720 13,003 Net cash (outflow)/inflow from financial (183) 763 454 investment Corporation tax paid - - (78) Equity dividends paid - (285) (504) Net cash (outflow)/inflow before financing (265) 570 (120) Financing Purchase of ordinary shares for cancellation (41) - (17) Net cash outflow from financing (41) - (17) (Decrease)/increase in cash in period (306) 570 (137) Analysis of cash balance At start of period 360 497 497 Net cash (outflow)/inflow for the period (306) 570 (137) At end of period 54 1,067 360 This information is provided by RNS The company news service from the London Stock Exchange

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