Unaudited Interim Report
FOR IMMEDIATE
RELEASE
19 August 2009
Hygea VCT plc
Unaudited Interim Report for the six months ending 30 June 2009
Hygea VCT plc ("Hygea", "Company" or "Fund") is a Venture Capital
Trust ("VCT") which aims to provide shareholders with attractive
long-term returns by investing in quoted and unquoted MedTech
companies.
The Board manages the Company. The Company was launched in October
2001 and raised over £7.0 million (£6.8 million net of expenses)
through an offer for subscription.
Financial Summary
Six months Year to
Six months to to 31 December
30 June 2009 30 June 2008 2008
Net assets (£'000) 6,115 4,619 5,155
Net profit/(loss) after tax 418
(£'000s) 781 (65)
Net asset value per share
("NAV") 75.3p 60.1p 66.2p
Revenue loss per share (0.8)p (0.9)p (1.6)p
Earnings per share 9.9p (0.8)p 5.4p
Chairman's Statement
I present the results for the six months ended 30 June 2009.
I am delighted to report that the Company's net asset value per share
at 30 June 2009 was 75.3p compared to 66.2p at 31 December 2008 and
60.1p at 30 June 2008. This increase is the result of continuing
progress at DxS and the successful realisation of our investment in
BioAnaLab where, post the period end, we have received £822,000 in
cash, a realised gain of £544,000 over cost and £93,000 over the
previous carrying value with the potential for deferred
consideration. Following this realisation, the Company has around
£800,000 in cash: your Board proposes to use these funds as follows:
a) there are portfolio companies which are making good progress
and which are currently undertaking fundraisings - part of the funds
will be used to maintain Hygea's holding in those companies,
b) subject to the outlook for the portfolio at the year end, we
propose to recommence the payment of dividends.
Portfolio review
At 30 June 2009, the Fund consisted of 15 holdings: five companies
quoted on AIM or PLUS Markets and ten unquoted companies.
During the period the Company subscribed for further shares in
Insense at a total cost of £26,700 and a small further investment in
Arecor. Since the period end we have made an investment of £100,000
in Prosurgics at a reduced valuation and have consequently written
down our investment to reflect the new fundraising terms.
DxS continues to perform well and we have taken the opportunity to
further increase our valuation in line with that ascribed by the lead
investor.
The share prices of the majority of our quoted portfolio valuations
have fallen in line with the general market sentiment, but I am
pleased to report that Epistem's share price has performed strongly
following the collaboration agreement with Novartis announced in
March 2009. Also the share price of Omega Diagnostics has
strengthened during the period and its final results to March 2009
were encouraging.
Shares
We have been pleased by the response to the continuation of our top
up offer. We have raised a total of £179,000 following the allotment
of 327,185 shares at prices between 54p and 57p each. In addition to
the issue of new shares we have also seen a small but significant
number of transactions in the secondary market and we will continue
to take steps to communicate the potential of our portfolio. In view
of the current cash position of the Company, it is not presently
intended to issue any further shares. We remain committed to our
policy of not buying back shares.
Value added tax
As previously reported, HM Revenue & Customs ("HMRC") have recently
agreed that Investment Company management fees are not subject to VAT
and that this situation should have applied previously. We have
estimated that this refund will amount to £25,000, which is included
in our accounts. We are close to agreeing this settlement with HMRC.
VCT qualifying status
PricewaterhouseCoopers LLP continues to provide the Board with advice
on the ongoing compliance with HMRC rules and regulations concerning
VCTs. The Board believes that Hygea continues to comply with the
conditions laid down by HMRC for maintaining approval as a VCT.
Principal Risks and Uncertainties
The principal risks and uncertainties are set out in note 6 of the
Notes to the Half-Yearly Report on page 11.
Outlook
We are delighted that our confidence in the portfolio is at last
being realised. In the light of the sale of BioAnaLab and the
consequent cash position, we will be better able to support our
investee companies and hope to be in a position to propose a final
dividend for 2009. We continue to have confidence in our strategy of
focussing on the MedTech sector by investing in those companies
seeking to offer better patient outcomes at lower total cost.
James Otter
Chairman
19 August 2009
Investment Portfolio
Carrying
Unrealised value at
Investment at profit/(loss) 30 June 2009
Unquoted Investments cost (£'000) (£'000) (£'000)
DxS Limited 325 2,133 2,458
BioAnaLab Limited 279 544 823
ImmunoBiology Limited 600 202 802
Hallmarq Veterinary Imaging
Limited 885 (276) 609
Wound Solutions Limited 350 (113) 237
Glide Pharmaceutical
Technologies Limited 105 195 300
Prosurgics Limited 490 (315) 175
Insense Limited 309 (139) 170
Arecor Limited 2 (1) 1
Purely Proteins Limited 372 (372) -
Total unquoted investments 3,717 1,858 5,575
Quoted Investments
Scancell Holdings plc 760 (531) 229
EpiStem Holdings plc 62 96 158
Omega Diagnostics plc 75 (23) 52
Stem Cell Sciences plc 89 (87) 2
York Pharma plc 250 (250) -
Total quoted investments 1,236 (795) 441
Total investments 4,953 1,063 6,016
Income Statement
Six months to 30 June Six months to 30 June Year to 31 December
2009 2008 2008
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Gain/(loss)
on disposal
of fixed
asset
investments - - - - 3 3 - (25) (25)
Gain on
valuation of
fixed asset
investments - 846 846 - 2 2 - 547 547
Gain on
valuation of
current asset
investments - - - - 1 1 - - -
Income - - - 6 - 6 7 - 7
Investment
management
fees - - - - - - - - -
VAT
management
fee rebate - - - - - - 6 19 25
Other
expenses (65) - (65) (77) - (77) (136) - (136)
(Loss)/profit
on ordinary
activities
before tax (65) 846 781 (71) 6 (65) (123) 541 418
Taxation on
(loss)/profit
on ordinary
activities - - - - - - - - -
(Loss)/profit
on ordinary
activities
after tax (65) 846 781 (71) 6 (65) (123) 541 418
Earnings per
share - basic
and diluted (0.8)p 10.7p 9.9p (0.9)p 0.1p (0.8)p (1.6)p 7.0p 5.4p
* the 'Total' column of this statement is the profit and loss
account of the Company; the supplementary revenue return and
capital return columns have been prepared under guidance
published by the Association of Investment Companies,
* all revenue and capital items in the above statement derive from
continuing operations,
* the accompanying notes are an integral part of the half-yearly
report,
* the Company has no recognised gains or losses other than those
disclosed in the income statement.
Reconciliation of Movements in Shareholders' Funds
Six months Six months
ended 30 June ended 30 June Year to 31
2009 2008 December 2008
£'000 £'000 £'000
Shareholders' funds at
start of period 5,155 4,608 4,608
Profit/(loss) on ordinary
activities after tax 781 (65) 418
Issue of equity 179 76 129
Shareholders' funds at end
of period 6,115 4,619 5,155
Balance Sheet
As at 30 June As at 30 June As at 31
2009 2008 December 2008
£'000 £'000 £'000 £'000 £'000 £'000
Fixed asset investments 6,016 4,616 5,142
Current assets:
Debtors 36 17 79
Cash at bank 92 15 -
128 32 79
Creditors: amounts falling
due within one year (29) (29) (32)
Overdraft - - (34)
Net current assets 99 3 13
Net assets 6,115 4,619 5,155
Called up equity share
capital 4,057 3,841 3,894
Share premium 1,738 1,722 1,722
Special distributable
reserve 1,660 1,660 1,660
Capital redemption reserve 38 38 38
Capital reserve - realised (1,595) (1,471) (1,595)
-
unrealised 1,063 (437) 217
Revenue reserve (846) (734) (781)
Total equity shareholders'
funds 6,115 4,619 5,155
Net asset value per share 75.3p 60.1p 66.2p
Cash flow statement
Six months
Six months to Year to
to 30 June 31 December
30 June 2009 2008 2008
£'000 £'000 £'000
Net cash outflow from operating
activities (25) (80) (173)
Financial investment
Purchase of fixed asset
investments (28) (262) (297)
Disposal of fixed asset
investments - 9 35
Financing
Issue of own shares 179 76 129
Increase/(decrease) in cash at
bank 126 (257) (306)
Reconciliation of Net Cash Flow to Movement in Net Cash Resources
Six months Six months
to to Year to
30 June 30 June 31 December
2009 2008 2008
£'000 £'000 £'000
Increase/(decrease) in cash at bank 126 (257) (306)
Opening net cash resources (34) 272 272
Net cash resources at end of period 92 15 (34)
Reconciliation of Profit before Taxation to Cash Flow from Operating
Activities
Six months
to Year to
Six months to 30 June 31 December
30 June 2009 2008 2008
£'000 £'000 £'000
Gain/(loss) on ordinary
activities before tax 781 (65) 418
(Gain)/loss on valuation of
fixed asset investments (846) (2) (547)
(Gain)/loss on disposal of fixed
asset investments - (3) 25
Decrease/(increase) in debtors 43 (14) (76)
(Decrease)/increase in creditors (3) 4 7
Net cash outflow from operating
activities (25) (80) (173)
Notes to the Half-Yearly Report
1. Basis of preparation
The unaudited half-yearly results which cover the six months to 30
June 2009 have been prepared in accordance with the Accounting
Standard Board's (ASB) statement on half-yearly financial reports
(July 2007) and adopting the accounting policies set out in the
statutory accounts of the Company for the year ended 31 December
2008, which were prepared under UK GAAP and in accordance with the
Statement of Recommended Practice for Investment Companies issued by
the Association of Investment Companies in January 2009.
2. Publication of non-statutory accounts
The unaudited half-yearly results for the six months ended 30 June
2009 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 comparative figures for the year
ended 31 December 2008 have been extracted from the audited financial
statements for that year, which have been delivered to the Registrar
of Companies. The independent auditor's report on those financial
statements under Section 235 of the Companies Act 1985 was
unqualified. This half-yearly report has not been reviewed by the
Company's auditor.
3. Earnings per share
The earnings per share at 30 June 2009 are calculated on the basis of
7,918,276 (31 December 2008: 7,684,458 and 30 June 2008: 7,596,691)
being the weighted average number of shares in issue during the
period.
There are no potentially dilutive capital instruments in issue and,
therefore, no diluted returns per share figures are relevant.
4. Net asset value per share
The net asset value per share is based on net assets as at 30 June
2009 divided by 8,115,376 (31 December 2008: 7,788,191 and 30 June
2008: 7,682,191) shares in issue at that date.
5. Issue of equity
During the six months ended 30 June 2009 the Company issued the
following shares:
* 3 April 2009: 185,185 shares at a weighted average price of
54.0p,
* 5 May 2009: 67,000 shares at a weighted average price of 54.0p,
* 15 May 2009: 5,000 shares at a weighted average price of 54.0p,
* 19 May 2009: 70,000 shares at a weighted average price of 57.0p.
6. Principal risks and uncertainties
The Company's assets consist of equity and fixed interest
investments, cash and liquid resources. Its principal risks are
therefore market risk, credit risk and liquidity risk. Other risks
faced by the Company include economic, loss of approval as a Venture
Capital Trust, investment and strategic, regulatory, reputational,
operational and financial risks. These risks, and the way in which
they are managed, are described in more detail in the Company's
Annual Report and Accounts for the year ended 31 December 2008. The
Company's principal risks and uncertainties have not changed
materially since the date of that report.
7. Related party transactions
The Board of Hygea acts as the investment manager ("Commercial
Advisory Committee") of the Company. During the period under review,
no remuneration was paid to the Board in their capacity as investment
manager. The Directors received remuneration for their roles as
non-executive Directors to Hygea on the terms as set out in the
Directors' Remuneration Report of the Company's Annual Report and
Accounts for the year ended 31 December 2008.
The Commercial Advisory Committee shall be entitled to receive a
performance incentive fee which shall be calculated as 20% of sums
returned to shareholders by way of dividends and capital
distributions of whatever nature, which in aggregate exceeds the sum
of 80p per share (including dividends paid to date, i.e. 1.25p, but
excluding any sums returned to shareholders from HMRC in the year of
subscription).
8. Copies of this statement are being sent to all
shareholders. Copies are also available from the registered office of
the Company at 8 Angel Court, London, EC2R 7HP.
Enquiries:
Charles Breese, Hygea VCT plc on 01280 703482 or
larpentnewton@btinternet.com
Roland Cornish, Beaumont Cornish Limited on 020 7628 3396
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