Preliminary Results
Hygea VCT plc
24 April 2007
Preliminary Results for the year ended 31 December 2006
Financial summary for the year ended 31 December 2006
31 December 2006 31 December 2005
Net assets £4,294,000 £5,679,000
Net revenue before tax £(167,000) £(324,000)
Revenue loss per share* (2.2)p (4.3)p
Net asset value per share 56.8p 74.8p
* based on 7,555,017 (2005: 7,596,393) weighted average shares in
issue in the year.
Chairman's statement
I am pleased to present the 2006 annual report to shareholders in
Hygea VCT plc.
At 31 December 2006 the Fund had a portfolio of 21 investments with
92.5% of net assets being represented by VCT qualifying holdings.
In 2006 we have seen a mixture of results from our investee companies
but, as is usually the case with venture capital funds, the poor
results have impacted the overall value of the Fund's holdings before
the Fund experiences the significant uplifts that can come from
successful investments. In addition, since a substantial number of
the investments have been held for less than three years, patience
will be needed before the anticipated gains can be realised. Whilst
we will take advantage of future investment opportunities as the
availability of cash within the Fund allows, our main strategy will
be, over time, to reduce the number of holdings in the portfolio and
use the cash realised from disposals (mainly of the AIM portfolio) to
support the key investments in the unquoted portfolio through to a
listing or a trade sale. As a consequence of this, the Board, in
conjunction with Octopus, is considering significant changes to the
way the fund is managed and I expect to be writing to you with
proposals in time for them to be put to shareholders at an EGM that
will be held immediately following the AGM on 12 July 2007. We
anticipate that these changes will lead to a further significant
reduction in the Fund's overall running costs, while allowing us to
gain further access to those skills that we believe will be important
in allowing us to generate significant value from the portfolio of
investments.
Investment Policy
During 2006, we made a further 3 investments in qualifying companies,
taking us to the point where we finished the year with a portfolio of
investments in 21 companies, of which 11 are quoted on AIM and 10 are
unquoted.
The Board is taking an active role in managing the portfolio. This
involves providing investee companies with advice and contacts, as
well as working with them to ensure that they achieve the progress
that will be required in order for Hygea to generate value from its
investments.
Investment Environment
During 2006 and early 2007, there have been a number of acquisitions
of UK-based biotechnology companies. This activity has been driven by
the need for many pharmaceutical companies to acquire additional
compounds to add to their own pipelines of new products. I believe
that this points to an environment in which the financial markets are
likely to become more aware of the potential upside from investing in
smaller UK healthcare and biotechnology companies.
NAV
The Net Asset Value per share ("NAV") as at 31 December 2006 was
56.8p, a decline of 18p compared with the equivalent figure at the
end of 2005. Despite the decline in the reported value of the
portfolio, many of the portfolio companies made good progress in
2006. In accordance with the valuation guidelines for holdings in
unquoted companies, we were able to increase the carrying value of
our holdings in three unquoted companies (Scancell Ltd, Insense Ltd
and Prosurgics Ltd). However, we reduced the carrying value of our
holdings in two unquoted companies (Hallmarq Veterinary Imaging Ltd
and Purely Proteins Ltd) where progress has not been in line with our
original expectations. Many of our unquoted holdings are still held
at cost as, despite good progress in developing their businesses,
they have not yet reached a point where the valuation guidelines
permit us to write up the value of our holding.
Our holdings in companies quoted on AIM experienced mixed fortunes
during 2006. We saw strong share price performance from several of
the holdings, but also suffered from the poor performance of a couple
of others particularly Evolutec Group plc, where the share price
fell 80% following the announcement of the failure of the company's
lead product in a clinical trial. The NAV at the end of 2006 was
also negatively impacted by the requirement for us to value our
AIM-quoted holdings using the bid price, rather than the mid price.
Although for most of our holdings this only results in a fairly minor
negative impact on the valuation, for holdings where the shares tend
to trade on a large spread between the buying and selling prices, the
impact can be significant.
More details on our current portfolio are set out in the Investment
Manager's Review, which follows.
As a result of the investments that were made during 2006, the Fund
only had £94,000 of cash and money market securities at the end of
2006. Therefore, the income that is generated for the Fund from the
cash and money market holdings will remain low for the foreseeable
future. In addition, due to the nature of the underlying
investments, the income that is generated from the portfolio is
expected to be small, as few of the holdings pay dividends at
present.
Share Price
The Board is aware that investors in VCTs sometimes need to sell
their shares. As "second hand" VCT shares do not qualify for upfront
income tax relief, there tends to be few purchasers of these shares.
As a result of this imbalance, the share price has drifted to a point
where at present it is some way below the underlying NAV. Given the
small size of the Fund and its limited cash resources, the Board
believes that it is preferable to focus on generating real value from
the portfolio of investee companies to stimulate interest in the
shares, rather than using the Fund's limited cash resources to carry
out share buybacks.
The Board, in common with many other VCTs, is exploring ways through
which the benefits of investing in "second hand" VCT shares can be
communicated. Meanwhile we have redeveloped our website and
shareholders are encouraged to visit the site at www.hygeavct.com to
follow progress of the portfolio.
Board
Towards the end of 2006, Mark Andrews resigned from the Board. I
would like to take this opportunity to thank Mark for his
contribution during his time on the Board. In view of the Board's
discussions about the future strategy for the Fund, we do not believe
that it is necessary to appoint a further director at present.
VCT Qualifying Status
PricewaterhouseCoopers LLP continues to provide the Board with advice
on the ongoing compliance with HM Revenue & Customs rules and
regulations concerning VCTs. The Board has been advised that Hygea
VCT is in compliance with the conditions laid down by HM Revenue &
Customs.
Outlook
During 2006, we completed the process of investing in a portfolio of
investments in both AIM-quoted and unquoted companies. We also made
substantial progress in reducing the Fund's cost base. We now have a
strong base from which to build shareholder value going forwards. As
previously indicated, I expect to be writing to all shareholders
shortly with further proposals for the Fund's future development and
management. I also look forward to meeting as many shareholders as
possible at our AGM on 12 July 2007.
James Otter
Chairman
23 April 2007
Investment Manager's Review
The Fund made a number of investments during 2006 and ended the year
with a portfolio of investments in a total of 21 companies, 11 of
which were quoted on AIM and 10 were unquoted. As at 31 December
2006, the portfolio was 43.5% invested in companies quoted on AIM,
54.3% in unquoted companies, and 2.2% in money market securities and
cash.
Review of portfolio
During 2006, the Fund made 2 new investments in unquoted companies
and increased its holdings in 4 other unquoted companies. In
addition, 1 new investment was made into a business that is quoted on
AIM. The new investments are as follows:
* Prosurgics Ltd is a developer of robots for use in a range of
surgical procedures.
* Wound Solutions Ltd has developed a product that has potential
applications in the treatment of leg ulcers.
* Plethora Solutions Holdings plc is working on products that have
applications in the treatment and management of certain
urological disease conditions.
In the closing months of 2006, movements in the share prices of two
of the portfolio's AIM-quoted holdings illustrated the high risk/high
return characteristics of investing in healthcare companies that are
focused on drug development. In December 2006, we bought further
shares in ReNeuron Group plc at a price of 10p per share by
exercising warrants that the Fund owned. Later in the month,
ReNeuron experienced a surge in its share price to more than 40p
following the announcement of the filing of its application with the
US regulators to commence clinical trials in stroke patients with its
lead stem cell product. We took advantage of the period of volatility
in the share price to sell a proportion of the Fund's holding,
generating a profit of £63,000.
Disappointingly, the value of the Fund's holding in Evolutec Group
plc fell sharply following the publication of results from a clinical
trial for its lead product, illustrating the abrupt change in
valuation of a biotechnology company that can occur on the
publication of trial results. Despite good data from previous
trials, in the latest trial in patients suffering from hay fever, no
significant benefits were found from using the drug.
In August 2006, following a period of strong share price performance,
we took the opportunity to dispose of the holding in Abcam plc at a
share price that was approximately 60% higher than the price at which
we had invested.
In the unquoted portfolio, we have been pleased with the general
progress that has been made by most of the holdings. We have
increased the carrying value of three holdings where it has been
possible to do so under the rules which govern the way in which we
are permitted to value the holdings in unquoted companies. However,
we have also made significant reductions in the carrying values of
two unquoted companies to reflect the underlying performance of those
businesses during 2006.
Progress in 2007
Since the end of 2006, we have made several further adjustments to
the portfolio. The Fund has invested a further £100,000 in
Prosurgics Ltd, as part of a larger funding round. We have also sold
the remaining shares in ReNeuron Group plc, realising a further
profit of £83,000. In addition, we have disposed of the entire
holding in DawMed Systems plc and Cobra Bio-manufacturing plc. In
early April, we invested approximately £60,000 in Epistem Holdings
plc, an AIM quoted biotechnology company that is commercialising
adult stem cells in the areas of oncology and gastrointestinal
diseases. Epistem also has a contract research division that has
provided services to over 65 clients.
Our ongoing challenge is to work closely with the investee companies
in order to maximise the returns that are generated for the
shareholders in the Fund. We anticipate that we may reduce the size
of certain of our holdings in order to focus the portfolio into those
holdings from which we expect to generate the greatest returns for
shareholders.
Ten largest holdings
Scancell Ltd
Scancell is a Nottingham-based biotechnology company that is
developing a pipeline of drugs to target various types of cancer.
These products are derived from Scancell's proprietary ImmunoBody
technology. During 2006, the company sold its pipeline of antibodies
to Peptech Ltd, an Australian biotechnology company, in a deal that
had a total value of up to £4.85m.
Initial investment December 2003
Cost £000's 725
Valuation as at 31.12.06 £000's 725
Basis of valuation Cost
Equity held 12.6%
Website www.scancell.co.uk
Audited Financial Information
Period ending 30 April 2006
£000's
Sales 27
Loss before tax (716)
Retained losses (734)
Net assets 446
Wound Solutions Ltd
Wound Solutions is working on the development of a product that has
applications in the treatment of difficult to heal wounds such as leg
ulcers and foot ulcers. There is a lack of effective treatment for
patients with severe ulcers, and the market size is estimated to be
2.5 million patients in the US and Europe.
Initial investment May 2006
Cost £000's 350
Valuation as at 31.12.06 £000's 350
Basis of valuation Cost
Equity held 3.1%
Website www.woundsolutions.com
Audited Financial Information
Period ending 30 June 2006
£000's
Sales 0
Loss before tax (926)
Retained losses (926)
Net assets 3,330
DxS Ltd
DxS is a leading provider of genetic analysis services to
pharmaceutical companies and contract research organisations. The
company's services include the provision of genetic testing using
single nucleotide polymorphism technology and DNA extraction and
banking. DxS's services are of particular use to pharmaceutical
companies when they are conducting clinical trials as the genomic
tests can be used to help identify groups of patients that are most
likely to benefit from a particular therapy. David Evans, who is
chairman of a number of AIM-quoted companies (including BBI Holdings
plc and Epistem Holdings plc, both Hygea investee companies) became
chairman of DxS in 2006.
Initial investment April 2004
Cost £000's 326
Valuation as at 31.12.06 £000's 326
Basis of valuation Cost
Equity held 8.3%
Website www.dxsgenotyping.com
Audited Financial Information
Period ending 30 June 2006
£000's
Sales 1,164
Loss before tax (502)
Retained losses (456)
Net assets (2,934)
ImmunoBiology Ltd
ImmunoBiology is a biotechnology company that is focused on
developing products that could have applications in the treatment of
cancer and certain infectious diseases. The company's technology is
based on a recent discovery that a group of proteins known as "heat
shock proteins" has a pivotal role in controlling the normal immune
response to infections.
Initial investment November 2005
Cost £000's 300
Valuation as at 31.12.06 £000's 300
Basis of valuation Cost
Equity held 5.78%
Website www.immbio.com
Audited Financial Information
Period ending 31 May 2006
£000's
Sales 28
Loss before tax (495)
Retained losses (495)
Net assets (163)
NeutraHealth plc
NeutraHealth is an AIM-listed company that was established to acquire
businesses operating in the neutraceutical sector. The company
acquired Biocare Ltd, an established business in the neutraceutical
sector, in August 2005. In January 2007, NeutraHealth announced the
acquisition of Brunel Healthcare Ltd, for an initial purchase price
of £4m, with a further £1.9m payable depending on the performance of
Brunel over the next two years. Brunel, which distributes private
label and branded vitamins and supplements through a number of
outlets, including Tesco, Holland & Barrett, Superdrug and Waitrose,
had turnover of £14m in 2006.
Initial investment August 2005
Cost £000's 360
Valuation as at 31.12.06 £000's 295
Basis of valuation Bid price
Equity held 2.43%
Website www.neutrahealthplc.com
Audited Financial Information
Period ending 31 December 2006
£000's
Sales 8,571
Profit before tax 902
Retained losses 590
Net assets 19,492
Hallmarq Veterinary Imaging Ltd
Hallmarq is a Guildford-based company which specialises in developing
low cost magnetic resonance imaging systems. The first application
is for equine vets to enable the diagnosis of causes of lameness in
horses that are not identifiable by any other method. Hallmarq has
installed more than 30 units at leading equine veterinary practices
and research centres around the world, and over 7,000 scans have been
carried out on horses using equipment supplied by Hallmarq. James
Otter, the Chairman of Hygea, is playing an active role at Hallmarq
illustrating the way in which Hygea is able to work in a proactive
manner with its investee companies in order to ensure that they
fulfil their potential.
Initial investment August 2005
Cost £000's 735
Valuation as at 31.12.06 £000's 288
Basis of valuation Latest funding round
Equity held 7.3%
Website www.hallmarq.net
Audited Financial Information
Period ending 31 August 2006
£000's
Sales 1,438
Loss before tax (328)
Retained losses (278)
Net assets 1,199
BioAnaLab Limited
BioAnaLab is a leader in the provision of specialist analytical
services to pharmaceutical and biotechnology companies involved in
the growing sector of biopharmaceuticals. More than 30% of all
pharmaceutical products in development are made from proteins, which
present particular analytical challenges in measuring drug levels,
patient responses, and product efficacy in order to provide product
validation and satisfy the requirements of the regulatory
authorities. The company has experienced a substantial growth in
revenue since Hygea invested in the business. A key development
during 2006 was the appointment as chairman of David Oxlade, who has
substantial experience leading companies in the pharmaceutical and
biotechnology sector.
Initial investment May 2005
Cost £000's 279
Valuation as at 31.12.06 £000's 279
Basis of valuation Cost
Equity held 13.9%
Website www.bioanalab.com
Audited Financial Information
Period ending 31 October 2006
£000's
Sales 1,161
Profit before tax 98
Retained profit 98
Net assets 751
Prosurgics Ltd
Prosurgics Ltd (formerly known as Armstrong Healthcare Ltd) is a
leading image-guided surgical robotics company. The company's
PathFinder robot enables surgeons to achieve a high level of accuracy
in neurosurgery, enabling improved patient outcomes at lower cost.
The EndoAssist is a robotic manipulator for the endoscope used in
chest and abdominal surgery. It has a unique control system that
is guided by head movement, giving the surgeon total control at a
glance.
Initial investment January 2006
Cost £000's 250
Valuation as at 31.12.06 £000's 275
Basis of valuation Latest funding round
Equity held 7.05%
Website www.prosurgics.com
Audited Financial Information
Period ending 31 December 2005
£000's
Sales 300
Loss before tax (1,225)
Retained losses (1,133)
Net assets 213
Insense Ltd
Insense is working on the development of an innovative product range
for the wound care market. Its first product has completed clinical
trials and the second product is currently undergoing clinical
evaluation. Both products are expected to be approved by the
relevant regulatory authorities in 2007 and to be launched onto the
market shortly after approval is received.
Initial investment July 2003
Cost £000's 167
Valuation as at 31.12.06 £000's 226
Basis of valuation Latest funding round
Equity held 3.12%
Website www.insense.co.uk
Audited Financial Information
Period ending 31 December 2005
£000's
Sales 0
Loss before tax (893)
Retained losses (893)
Net assets 685
ReNeuron Group plc
ReNeuron is a leading company in the field of cell therapies derived
from stem cells. The company announced in December 2006 that it had
filed an application with the US Food & Drug Administration to
commence initial clinical trials in the US for its lead product, a
stem cell therapy for treating stroke patients. As a result of the
strong share price performance, the Fund's remaining stake was sold
in early 2007.
Initial investment August 2005
Cost £000's 82
Valuation as at 31.12.06 £000's 195
Basis of valuation Bid price
Equity held 0.42%
Website www.reneuron.com
Audited Financial Information
Period ending 31 March 2006
£000's
Sales 9
Loss before tax (6,826)
Retained losses (6,313)
Net assets 4,628
Summary of investments made by other funds managed by Octopus
Investments Ltd
It is a requirement that Octopus discloses if some of its other funds
are also invested in any of the Hygea VCT portfolio companies.
Details of these are shown below.
% equity held
by % equity held by
Company name Hygea VCT
other funds
BBI Holdings plc
0.30% 3.30%
DawMed Systems plc
2.20% 1.71%
NeutraHealth plc
2.43% 1.37%
Plethora Solutions Holdings plc
0.14% 0.36%
Prosurgics Ltd
7.05% 0.68%
The above data is as at 31 December 2006.
Octopus Investments Ltd
23 April 2007
Income Statement
Year ended 31 December Year ended 31 December
2006 2005
Revenue Capital Total Revenue Capital Total
£000's £000's £000's £000's £000's £000's
Realised gain on
investments - 82 82 - 8 8
Unrealised loss - (1,199) (1,199) - (123) (123)
on investments
Income
Investment 21 - 21 34 - 34
management fees (21) (61) (82) (59) (177) (236)
Other expenses (167) - (167) (299) - (299)
Loss on ordinary
activities (167) (1,178) (1,345) (324) (292) (616)
before tax
Tax on ordinary
activities - - - - - -
Loss on ordinary
activities after (167) (1,178) (1,345) (324) (292) (616)
tax
Loss per share (2.2)p (15.6)p (17.8)p (4.3)p (3.8)p (8.1)p
- The 'Total' column of this statement is the profit
and loss account of the company.
- All revenue and capital items in the above
statement derive from continuing operations.
Reconciliation of movements in shareholders' funds
Year ended Year ended
31 December 2006 31 December 2005
£000's £000's
Shareholders' funds at start of 5,679 6,299
year
Middle market price to bid price - (4)
valuation movement
Restated shareholders' funds at 5,679 6,295
start of year
Loss on ordinary activities after (1,345) (616)
tax
Cost of share buyback (40) -
Shareholders' funds at end of year 4,294 5,679
Balance Sheet
31 December 31 December
2006 2005
£000's £000's
Fixed asset investments 4,156 4,428
Current assets
Debtors 77 13
Cash at bank 94 1,369
171 1,382
Creditors: amounts falling due within one
year (33) (131)
Net current assets 138 1,251
Net assets 4,294 5,679
Called up equity share capital 3,765 3,798
Share premium 1,722 1,722
Special distributable reserve 1,660 1,700
Capital redemption reserve 38 5
Capital reserve - realised (513) (534)
- unrealised (1,879) (680)
Revenue reserve (499) (332)
Total equity shareholders' funds 4,294 5,679
Net asset value per share 56.8p 74.8p
Year ended Year ended
Cash Flow Statement 31 December 2006 31 December 2005
£000's £000's £000's £000's
Net cash outflow from operating
activities (390) (213)
Financial investment :
Purchase of investments (1,068) (3,183)
Sale of investments 223 23
Net cash outflow from financial
investment (845) (3,160)
Net cash outflow before financing (1,235) (3,373)
Financing :
Repurchase of own shares (40) -
Total financing (40) -
Decrease in cash resources (1,275) (3,373)
Notes to the preliminary announcement
Fixed asset investments
Unquoted AIM-quoted Total
investments investments
Book cost as at 1 January 2006 2,657 2,451 5,108
Unrealised depreciation at 1 January
2006 (242) (438) (680)
Valuation at 1 January 2006 2,415 2,013 4,428
Movements in the year:
Purchases at cost 945 123 1,068
Disposals - (223) (223)
Net realised gain - 82 82
Increase in unrealised losses (398) (801) (1,199)
Valuation at 31 December 2006 2,962 1,194 4,156
Comprising:
Book cost at 31 December 2006 3,602 2,433 6,035
Unrealised appreciation at 31
December 2006 (640) (1,239) (1,879)
All AIM-quoted investments are in ordinary shares with full voting
rights. Unquoted investments are in ordinary shares with full voting
rights with the exception of DxS Ltd and Hallmarq Veterinary Imaging
Ltd where a proportion of the investment is held in loan stock.
Details of the investments are shown below:
31 December 2006
Cost Valuation
£000's £000's
Unquoted investments
BioAnaLab Ltd 279 279
DxS Ltd 30 30
Loan stock 296 296
Glide Pharmaceutical Technologies
Ltd 100 100
Hallmarq Veterinary Imaging Ltd 600 153
Loan stock 135 135
ImmunoBiology Ltd 300 300
Insense Ltd 167 226
Prosurgics Ltd 250 275
Purely Proteins Ltd 370 93
Scancell Ltd 725 725
Wound Solutions Ltd 350 350
3,602 2,962
AIM-quoted investments
Angel Biotechnology Holdings plc 750 79
BBI Holdings plc 74 120
Cobra Bio-manufacturing plc 125 62
DawMed Systems plc 101 34
Evolutec Group plc 347 43
NeutraHealth plc 360 274
Phoqus Group plc 150 110
Plethora Solutions Holdings plc 83 69
ReNeuron Group plc 93 195
Stem Cell Sciences plc 250 113
York Pharma plc 100 95
2,433 1,194
6,035 4,156
The above summary of results for the year ended 31 December 2006 does
not constitute statutory financial statements within the meaning of
section 240 of the Companies Act 1985 and has not been delivered to
the Registrar of Companies.
Statutory financial statements will be filed with the Registrar of
Companies in due course; the auditors report on those financial
statements under S235 of the Companies Act 1985 is unqualified and
does not contain a statement under S237 (2) or (3) of the Companies
Act 1985.
A copy of the full annual report and financial statements for the
year ended 31 December 2006 is expected to be posted to shareholders
shortly and will be available to the public at the registered office
of the company at 8 Angel Court, London, EC2R 7HP.
ENDS
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