Final Results

Matrix Income & Growth 2 VCT plc 26 June 2006 Preliminary results for the year ended 30 April 2006 Matrix Income & Growth 2 VCT plc (Matrix Income & Growth 2 VCT) is a Venture Capital Trust (VCT) managed by Matrix Private Equity Partners Limited (MPEP) investing primarily in established profitable unquoted companies. Investment Objective The Company's objective is to provide investors with a regular and growing income stream, arising both from the income generated by the companies selected for the portfolio and from realising any growth in capital. Venture Capital Trust Status Matrix Income & Growth 2 VCT has satisfied the requirements as a Venture Capital Trust under section 842AA of the Income and Corporation Taxes Act 1988, and the Directors intend to conduct the business of the Company so as to continue to comply with that section. Chairman's Statement I am pleased to present the preliminary results of Matrix Income & Growth 2 VCT for the year ended 30 April 2006. Results for the year ended 30 April 2006 The return (after tax) attributable to the Ordinary Shareholders was Â£875,976 (2005: loss of Â£310,234 (as restated)) and the Net Asset Value (NAV) per Ordinary Share at 30 April 2006 was 87.05 pence. This was after payment of a total of 12 pence per share received by Ordinary Shareholders as capital dividends during the year following a number of successful realisations. The NAV as at 30 April 2005 was 91.88 pence (as re-stated). The after tax revenue loss before net capital gains was 0.49 pence per Ordinary Share for the year to 30 April 2006 (2005: 0.76 pence). The loss (after tax) attributable to the C Shareholders was Â£22,191 and the NAV per C Share at 30 April 2006 was 94.32 pence. The after tax revenue return before net capital losses was 0.05 pence per C Share for the year to 30 April 2006. Overview At an Extraordinary General Meeting held on 7 September 2005, Shareholders approved resolutions to change the name of the Company from Matrix Venture Fund VCT plc to reflect its change in investment remit from primarily technology companies to a generalist investment strategy. This has been a year of significant activity in a number of areas, principally capital raising, new investment activity and portfolio realisations. I am pleased to report several areas of good progress. C Share Fund In September the Company launched a new C Share Fund which raised net proceeds of Â£8.6 million, enabling a material increase in the Company's asset base, an improvement in share liquidity and a reduction in the percentage cost of running expenses. Since December the C Share Fund has been investing alongside the Ordinary Share Fund subject to the maximum limit of Â£1 million which the Company may invest in each qualifying company per annum under the VCT tax rules. New investments Following approval by Shareholders of the change of name of the Company to reflect its new generalist investment strategy, significant progress has been made towards this aim. During the year, the Ordinary Share Fund invested a total of Â£3.1 million in six companies, with the C Share Fund investing Â£0.2 million in two companies. Since the year end a further Â£1.2 million and Â£0.4 million has been invested respectively by the Ordinary Share Fund and the C Share Fund in three companies. Seven of these nine investments are Management Buy Outs ("MBOs") of profitable companies, which is the primary investment focus of the Investment Manager. The other two are profitable AIM-quoted companies which were previously well-known to the Investment Manager. Portfolio realisations This has been an active and successful year for the Ordinary Share Fund portfolio overall. In addition to the successful realisation of Sit-up Limited in May 2005, the opportunity was taken to dispose of the residual investment in Clearspeed Technology plc, for Â£300,509, bringing total proceeds to Â£515,645, over 2.5 times investment cost. Later in December, the investment in FootFall was sold to Experian Limited, a subsidiary of GUS plc, generating proceeds of Â£2,316,838, a return of over 3 times the original investment cost of Â£750,000. Most recently, in May of this year, the sale of Magicalia to Exponent Private Equity was completed realising total proceeds of Â£1.85 million for the Fund's investment, a 4.6 times multiple of investment cost of Â£400,000. As at 30 April 2006 the Ordinary Share Fund held investments in 14 companies at a total cost of Â£7.3 million, fuller details of which are given below. The investments held by the Company have been valued in accordance with the new International Private Equity Venture Capital Valuation ("IPEVCV") guidelines. The Board will, in any event, always follow a consistent valuation policy. The investments that are quoted on AIM and the money market securities are now carried at market value on a bid price basis. Board of Directors Fredrik Adams will not be standing for re-election at the Annual General Meeting of the Company to be held on 5 September 2006 and he will therefore leave the Board with effect from the close of the AGM. Fredrik has recently accepted a position with Siemens Venture Capital and will be based in Boston, USA. He has been on the Board since inception of the Company and I would like to take this opportunity, on behalf of the Board, to thank him for the contribution he has made to the Company's success during his period of office. I have also decided, having reached the age of 65, to retire from the Company and it gives me great pleasure to pass the Chairmanship to my fellow Director, Nigel Melville, with effect from the close of the Annual General Meeting and the Separate Class Meetings to be held on 5 September 2006. At the end of an auspicious year which has seen a number of realisations and strategic initiatives, including the successful launch of the C Share Offer, I am satisfied that the Company is well set for the future. The Board is in the process of recruiting new directors who will be appointed in due course. Conclusion I would like to take this opportunity to welcome new Shareholders to the Company and to thank all Shareholders for their continuing support of the Company. I very much hope to have the pleasure of welcoming you to the Annual General Meeting on 5 September 2006. Michael Cumming Chairman Investment Manager's Review The Company is pursuing a strategy of investing in established, profitable, unquoted companies. Typically these investee companies will be cash-generative and therefore capable of producing dividend income, as well as capital returns to Shareholders on their ultimate sale or flotation. The Company will focus principally on investments in management buyouts ("MBOs"). The Fund continues to benefit from the strong flow of MBO opportunities we have been experiencing. Significant progress has been made in effecting the generalist investment strategy, by realising value where appropriate from the predominantly technology-based Ordinary Share Fund portfolio, enabling distributions to be made to this Fund's shareholders whilst also investing actively in MBOs. During the year four investments were sold for total proceeds of Â£7.3 million, compared with cost of Â£2.0 million. This has allowed dividends of Â£1.5 million to be paid to Ordinary Shareholders whilst releasing capital to be re-invested in the Ordinary Share Fund, which has increased during the year from 12 investments at a cost of Â£6.2 million to 14 investments at a cost of Â£7.3 million. The new investments, set out in greater detail below, comprise five MBOs and one AIM investment at a total cost of Â£3.1 million and Â£0.2 million to the Ordinary Share Fund and the C Share Fund respectively, comprising a range of industrial and commercial sectors including signmaking, publishing, manned guarding and ladder manufacture. Since the year end the Ordinary and C Share Funds have made investments of Â£ 118,737 and Â£82,893 respectively into BBI Holdings, an AIM-quoted manufacturer and developer of reagents and diagnostic tests for research and diagnostic use; Â£274,624 and Â£191,720 respectively into PastaKing, a supplier to the educational and food service market; and of Â£832,827 and Â£167,173 respectively into British International Holdings, a supplier of helicopter services. Award International Holdings Ordinary Share Fund Cost: Â£250,000 Valuation: Â£Nil Basis of valuation: Cost less impairment Equity % held: 7.7% Income receivable in year: Â£Nil Date of initial investment: March 2004 Business: Promotional goods and services agency Location: Margate, Kent History: AIM flotation but since delisted Other MPEP funds investing: None Audited financial information: Year ended Turnover Operating profit Net assets 30 September 2004 Â£4,209,000 Â£45,000 Â£1,710,000 Blaze Signs Holdings Limited Ordinary Share Fund C Share Fund Cost: Â£339,545 Â£58,953 Valuation: Â£339,545 Â£58,953 Basis of valuation: Cost Cost Equity % held: 9.6% 1.7% Income receivable in year: Â£128 Â£22 Date of initial investment: April 2006 Business: Manufacturing and installation of signs Location: Broadstairs, Kent History: MBO from private ownership Other MPEP funds investing: TriVen VCT, TriVest VCT, Matrix Income & Growth VCT, Matrix Income & Growth 3 VCT Audited financial First audited accounts will be for the period information: ending 31 March 2006 Callserve Communications Limited Ordinary Share Fund Cost: Â£300,000 Valuation: Â£Nil Basis of valuation: Cost less impairment Equity % held: 0.8% Income receivable in year: Â£Nil Date of initial investment: October 2000 Business: Internet telephony and Voice over Internet Protocol ("VoIP") Location: London History: Expansion capital to roll out VoIP service Other MPEP funds investing: None Audited financial information: Year ended Turnover Operating loss Net liabilities 31 December 2005 Â£9,183,000 (Â£743,000) (Â£5,976,000) Campden Media Limited Ordinary Share Fund Cost: Â£975,000 Valuation: Â£975,000 Basis of valuation: Cost Equity % held: 11.4% Income receivable in year: Â£18,786 Date of initial investment: January 2006 Business: Publishing and conferencing Location: London History: MBO from private ownership Other MPEP funds investing: TriVen VCT, TriVest VCT, Matrix Income & Growth VCT Audited financial information: First audited accounts will be for the period ending 31 December 2006 Clarity Commerce Solutions plc Ordinary Share Fund Cost: Â£510,552 Valuation: Â£446,830 Basis of valuation: Bid price (AIM-quoted) Equity % held: 3.7% Income receivable in year: Â£Nil Date of initial investment: July 2000 Business: EPOS and CRM solutions provider Location: Salisbury, Wiltshire History: Expansion capital as part of flotation and placing on AIM Other MPEP funds investing: None Audited financial information: Year ended Turnover Operating profit Net assets Earnings per share 31 March 2005 Â£15,851,000 Â£898,000 Â£9,487,000 2.36 pence Flightstore Group plc Ordinary Share Fund Cost: Â£254,586 Valuation: Â£4,752 Basis of valuation: Bid price (AIM-quoted) Equity % held: 3.38% Income receivable in year: Â£Nil Date of initial investment: March 2001 Business: Interactive aircraft shopping service Location: Reigate, Surrey History: Expansion capital followed by flotation on AIM Other MPEP funds investing: None Audited financial information: Year ended Turnover Operating loss Net assets Loss per share 31 December 2004 Â£1,000 (Â£1,052,000) Â£358,000 (1.02)p Gyro International Limited Ordinary Share Fund Cost: Â£750,000 Valuation: Â£779,930 Basis of valuation: Discounted earnings Equity % held: 6.8% Income receivable in year: Â£20,230 Date of initial investment: February 2005 Business: Brand communications agency Location: London History: Expansion/replacement capital Other MPEP funds investing: None Audited financial information: Year ended Turnover Operating profit Net assets 31 October 2004 Â£9,021,000 Â£707,000 Â£21,000 Note: Figures from audited accounts for Gyrogroup (as then named) excluding US operations Miva Inc. Ordinary Share Fund Cost: Â£487,833 Valuation: Â£373,961 Basis of valuation: Mid-market price (NASDAQ-quoted) Equity % held: 0.5% Income receivable in year: Â£Nil Date of initial December 2001 investment: Business: Online performance-based marketing solutions provider Location: Fort Myers, Florida History: Expansion capital Other MPEP funds None investing: Audited financial information: Year ended Turnover Operating profit Net assets 30 September 2005 $194,616,000 $207,000 $146,513,000 Monactive Limited (in administration) Ordinary Share Fund Cost: Â£642,857 Valuation: Â£NIL Basis of valuation: Cost less impairment Equity % held: 13.6% Income receivable in year: Â£6,480 Date of initial investment: March 2001 Business: Software asset management Location: Reading, Berkshire History: Expansion capital Other MPEP funds investing: None Audited financial information: Year ended Turnover Operating loss Net liabilities 31 July 2005 Â£1071,000 (Â£32,000) Â£2,306,000 Recite Limited Ordinary Share Fund Cost: Â£1,000,000 Valuation: Â£750,000 Basis of valuation: Cost less impairment Equity % held: 25.2% Income receivable in year: Â£61,428 Date of initial investment: September 2003 Business: Salesforce management solutions Location: Maidenhead, Berkshire History: Replacement capital Other MPEP funds investing: None Audited financial information: Year ended Turnover Operating profit Net assets 30 April 2005 Â£3,045,000 Â£433,000 Â£214,000 SectorGuard plc Ordinary Share Fund Cost: Â£150,000 Valuation: Â£182,143 Basis of valuation: Bid price (AIM-quoted) Equity % held: 1.5% Business: Provision of manned guarding, mobile patrolling, and alarm response services Income receivable in year: Â£4,286 Date of initial investment: August 2005 Location: Waltham Cross, Essex History: Expansion finance as part of a Â£3 million capital raising Other MPEP funds investing: TriVen VCT, TriVest VCT, Matrix Income & Growth VCT Audited financial information: Year ended Turnover Operating profit Net assets Earnings per share 30 September 2005 Â£16,375,000 Â£1,155,000 Â£8,169,000 0.35p Vectair Holdings Limited Ordinary Share Fund Cost: Â£243,784 Valuation: Â£243,784 Basis of valuation: Cost Equity % held: 5.2% Income receivable in Â£4,841 year: Date of initial January 2006 investment: Business: Design and sale of washroom products Location: Basingstoke, Hampshire History: MBO from private ownership Other MPEP funds TriVen VCT, TriVest VCT, Matrix Income & Growth VCT investing: Audited financial First audited accounts will be for the period ending information: 31 July 2006 VSI Limited Ordinary Share Fund C Share Fund Cost: Â£365,764 Â£122,897 Valuation: Â£365,764 Â£122,897 Basis of valuation: Cost Cost Equity % held: 9.4% 3.2% Income receivable in year: Â£3,594 Â£904 Date of initial investment: March 2006 Business: Software for CAD and CAM vendors Location: Sheffield History: MBO from private ownership Other MPEP funds investing: TriVen VCT, TriVest VCT, Matrix Income & Growth VCT, Matrix Income & Growth 3 VCT Audited financial First audited accounts will be for the period information: ending 31 December 2006 Youngman Group Limited Ordinary Share Fund Cost: Â£1,000,000 Valuation: Â£1,000,000 Basis of valuation: Cost Equity % held: 8.6% Income receivable in year: Â£40,507 Date of initial investment: October 2005 Business: Manufacture of ladders and access towers Location: Maldon, Essex History: Management buy-in/buy-out from SGB Group Other MPEP funds investing: TriVen VCT, TriVest VCT, Matrix Income & Growth VCT Audited financial First audited accounts will be for the period information: ending 31 December 2006 Further details of the investments in the MPEP portfolio may be found on MPEP's website: www.matrixpep.co.uk Non-Statutory analysis between the Ordinary Share and C Share Funds Income Statement for the year ended 30 April 2006 Ordinary Share Fund C Share Fund Revenue Capital Total Revenue Capital Total Â£ Â£ Â£ Â£ Â£ Â£ Unrealised losses on investments held at fair value - (1,458,362) (1,458,362) - - - Realised gains on investments held at fair value - 2,588,791 2,588,791 - - - Income 268,753 - 268,753 42,832 - 42,832 Investment management fees (64,013) (192,041) (256,054) (8,094) (24,281) (32,375) Other expenses (267,152) - (267,152) (32,648) - (32,648) ---- ----- ----- ---- ----- ----- Return on ordinary activities before taxation (62,412) 938,388 875,976 (2.090) (24,281) (22,191) Tax on ordinary activities - - - - - - ---- ----- ----- ---- ---- ----- Return attributable to equity shareholders (62,412) 938,388 875,976 (2,090) (24,281) (22,191) ==== ==== ==== ==== ==== ==== Return per share (0.49)p 7.40p 6.91p (0.05)p (0.62)p (0.56)p Average number of shares in issue 12,679,005 3,939,573 Balance Sheets as at 30 April 2006 Adjustments Total of (see note both below) funds (per Statutory Ordinary C Share Balance Share Fund Fund Sheet) Â£ Â£ Â£ Â£ Non-current assets Assets held at fair value through profit and loss - investments 5,461,709 181,850 - 5,643,559 Monies held pending investment 1,264,875 8,486,561 - 9,751,436 ---- ---- ---- 6,726,584 8,668,411 15,394,995 Current assets Debtors and prepayments 1,941,858 16,694 (22,283) 1,936,269 Cash at bank 2,456,625 5,870 - 2,462,495 ---- ---- ---- 4,398,483 22,564 (22,283) 4,398,764 Creditors: amounts falling due within one year (186,091) (64,680) 22,283 (228,488) ---- ---- ---- Net current assets 4,212,392 (42,116) 4,170,276 ---- ---- ---- Net assets 10,938,976 8,626,295 19,565,271 ==== ==== ==== Capital Called up share capital 125,661 91,460 217,121 Capital redemption reserve 6,145 - 6,145 Share premium account - 8,557,026 8,557,026 Cancelled share premium account 8,034,754 - 8,034,754 Capital reserve - unrealised (1,041,174) - (1,041,174) Profit and loss account 3,813,590 (22,191) 3,791,399 ---- ---- ---- Equity shareholders' funds 10,938,976 8,626,295 19,565,271 ==== ==== ==== Number of shares in issue 12,566,147 9,145,990 Net asset value per 1p Share 87.05p 94.32p Note: the adjustment above nets off the inter-fund debtor and creditor balances, so that the "Total of both funds" balance sheet agrees to the Statutory Balance Sheet. Profit and Loss Account For the year ended 30 April 2006 Year ended Year ended 30 April 30 April 2006 2005 (restated) Revenue Capital Total Revenue Capital Total Â£ Â£ Â£ Â£ Â£ Â£ Unrealised (losses)/gains on investments held at fair value - (1,458,362) (1,458,362) - 2,019,254 2,019,254 Realised gains/(losses) on investments held at fair value - 2,588,791 2,588,791 - (2,046,104) (2,046,104) Income 311,585 - 311,585 187,898 - 187,898 Investment management fees (72,107) (216,322) (288,429) (61,546) (184,639) (246,185) Other expenses (299,800) - (299,800) (225,097) - (225,097) ---- ----- ---- ---- ---- ---- Profit/(loss) on ordinary activities before income tax (60,322) 914,107 853,785 (98,745) (211,489) (310,234) Tax on ordinary activities - - - - - - ---- ---- ---- ---- ---- ---- Profit/(loss) on ordinary activities after taxation (60,322) 914,107 853,785 (98,745) (211,489) (310,234) ==== ===== ===== ==== ==== ==== Earnings per share Ordinary Shares (0.49)p 7.40p 6.91p (0.76)p (1.63)p (2.39)p C Shares 0.05p (0.61)p (0.56)p All the items in the above statement derive from continuing operations. No operations were discontinued in the year. There were no other gains or losses in the year. The total column of this statement is the profit and loss account of the Company. Note of Historical Cost Profits and Losses For the year ended 30 April 2006 Year ended 30 Year ended 30 April 2006 April 2005 (restated) Â£ Â£ Profit/(loss) on ordinary activities before taxation 853,785 (310,234) Less unrealised losses on investments (1,458,362) 2,019,254 Add realisation of revaluation gains of previous years 480,868 1,752,705 ----- ----- Historical cost (loss)/profit on ordinary activities before taxation (123,709) 3,461,725 ==== ==== Historical cost (loss)/profit for the period after taxation and dividends (1,659,832) 3,461,725 ==== ==== Balance Sheet As at 30 April 2006 30 April 2006 30 April 2005 (restated) Â£ Â£ Non current assets Assets held at fair value through 5,643,559 8,531,073 profit and loss Monies held pending investment 9,751,436 1,858,823 ----- ----- 15,394,995 10,389,896 Current assets Debtors and prepayments 1,936,269 61,491 Cash at bank 2,462,495 1,474,386 ----- ----- 4,398,764 1,535,877 Creditors: amounts falling (228,488) (145,561) due within one year ----- ----- Net current assets 4,170,276 1,390,316 ----- ----- Net assets 19,565,271 11,780,212 ----- ----- Capital and reserves Called up share capital 217,121 128,209 Capital redemption reserve 6,145 3,597 Share premium account 8,557,026 - Cancelled share premium account 8,034,754 12,009,435 Capital reserve - unrealized (1,041,174) 898,056 Profit and loss account 3,791,399 (1,259,085) ----- ----- Equity shareholders' funds 19,565,271 11,780,212 ----- ----- Net asset value per share Ordinary shares 87.05p 91.88p C shares 94.32p Reconciliation of Movements in Shareholders' Funds for the year ended 30 April 2006 Year to Year to 30 April 2006 30 April 2005 (restated) Opening shareholders' funds 11,780,212 12,260,703 Restated for the application of new accounting policies - (27,856) ----- ----- 11,780,212 12,232,847 Net share capital subscribed/(bought back) in the year 8,467,397 (154,283) Profit/(loss) for the year 853,785 (298,352) Dividends paid in year (1,536,123) - ----- ----- Closing shareholders' Funds 19,565,271 11,780,212 ----- ----- Cash flow Statement For the year ended 30 April 2006 Year ended Year ended 30 April 2006 30 April 2005 Â£ Â£ Net cash outflow from operating activities (227,203) (230,608) Taxation UK corporation tax paid - - ----- ----- Net cash outflow (227,203) (230,608) ----- ----- Capital expenditure and financial investment Purchase of investments - equities and (3,286,309) (952,574) loan stock Disposal of equities and loan stock 5,462,960 675,341 ----- ----- Net cash inflow/(outflow) from investing 2,176,651 (277,233) activities Dividends Equity dividends paid (1,536,123) - ----- ----- Net cash inflow/(outflow) before financing 413,325 (507,841) and liquid resource management Financing Purchase of own shares (181,089) (154,283) Share capital raised 8,648,486 - ----- ----- Net cash inflow/(outflow) from financing 8,467,397 (154,283) Management of liquid resources Movement in money market investments (7,892,613) 2,971 ----- ----- Net cash inflow/(outflow) as at 30 April 2006 988,109 (659,153) ===== ===== Notes: 1. The accounts have been prepared under the historical cost convention, modified to include the revaluation of investments, and in accordance with the Companies Act 1985, with applicable accounting standards in the United Kingdom and with the Statement of Recommended Practice, 'Financial Statements of Investment Trust Companies'. As a result of the Directors' decision to distribute capital profits by way of a dividend, the Company revoked its investment company status as defined under section 266 (3) of the Companies Act 1985, on 7 September 2005. Consequently, these financial statements include a statutory profit and loss account in accordance with Schedule 4 of the Companies Act 1985 and Financial Reporting Standard 3 "Reporting Financial Performance" and the comparatives have been presented on a consistent basis. This has no effect on total returns or net assets per share. These statements, however, differ from the Statement of Total Return presented previously as follows: (i) profits/(losses) on realisation of investments are now included in the profit and loss account; (ii) all investment management fees are charged to the profit and loss account. 2. With effect from 1 May 2005, The Company has adopted the following Financial Reporting Standards (FRS): FRS 21 (Events after the Balance Sheet Date) - Dividends paid by the Company are accounted for in the period in which the Company is liable to pay them. Previously, the Company accrued dividends in the period in which the net revenue, to which those dividends related, was accounted for. FRS 25 (Financial Instruments: Disclosure and Presentation) and FRS 26 (Financial Instruments: Measurement) - The Company has designated its investment assets as being measured at "fair value through profit and loss". 3. The net asset value per Ordinary Share is based on net assets at the end of the year, and on 12,566,147 Ordinary Shares (2005: 12,820,098), being the number of Ordinary Shares in issue on that date. The net asset value per C Share is based on net assets at the end of the year, and on 9,145,990 C Shares (2005: nil), being the number of C Shares in issue on that date. The revenue return per Ordinary Share is based on the loss attributable to equity Shareholders of Â£62,412 and is based on 12,679,005 Ordinary Shares, being the weighted average number of Ordinary Shares in issue during the period. The revenue return per C Share is based on the return attributable to equity Shareholders of Â£2,090 and is based on 3,939,573 C shares, being the weighted average number of C Shares in issue during the period. 5. 75% of the fees payable to the Investment Manager are charged against realised capital reserve. This is in line with the Board's intended long-term split of returns from the investment portfolio of the Company. 6. The financial information set out in these statements does not constitute the Company's statutory accounts for the year ended 30 April 2006 but is derived from those accounts. Statutory accounts will be delivered to the Registrar of Companies after the Annual General Meeting. 7. The Annual Report will be circulated by post to all Shareholders shortly and copies will be available thereafter to members of the public from the Company's registered office. The Annual General Meeting of the Company will be held at 2.00 pm on 5 September 2006 at One Jermyn Street, London SW1Y 4UH. The Annual General Meeting will be followed by separate class meetings of the holders of Ordinary Shares and C Shares.

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