Final Results
Foresight 4 VCT PLC
11 June 2007
Summary
• Net asset value per share as at 28 February 2007 was 101.5p (compared
to 104.6p as at 28 February 2006 and 98.7p as at 31 August 2006).
• An interim dividend of 2.5p per share was paid on 15 December 2006
(30 December 2005: 5.0p).
• £7,524,000 of new share capital was raised during the year.
• Nine new investments totalling £5.875m were made during the period:
£750,000 in Ixaris Systems (electronic payment services); £400,000 in The
Bunker Secure Hosting (high security IT managed service hosting), £825,000
in Auctioning4u (leading electronic auction facilitator), £450,000 in AIM
listed Probability plc (mobile phone gaming), £400,000 in SkillsMarket
(managing CV data for recruitment agencies), £850,000 in Aim-listed ZOO
Digital Group plc (iDVD Authoring Software), £1000,000 in UTarget (Online
advertising Services), £200,000 in Sindicatum Carbon Capital (generates,
sells and trades Carbon Credits by capturing greenhouse gas (GHG) emissions
in China) and £1,000,000 in Closed Loop London (recycling food-grade
plastics).
• Two realisations were achieved during the year, namely the sale of the
business and assets of EnSeal Systems and the sale of The Casella Group's
Measurement Division, together realising £598,000 in cash. Following its
sale to Invitrogen in October 2004, DNA Research Innovations successfully
achieved its final, seventh milestone, generating £925,000 in cash. A
partial sale of 100,000 shares in Aim-listed Oasis Healthcare plc realised
£14,000.
• The Company invested £527,000 in follow-on funding rounds in two portfolio
companies, namely EnSeal Systems (£77,000) before it was sold and
Nomad Software (£450,000).
Chairman's Statement
Introduction
I am pleased to report that your Company has continued to build on recent
progress during the year under review, successfully raising new capital and
pursuing an active new investment programme. Reflecting recent investment
gains, an interim dividend of 2.5p per share was paid to shareholders on 15
December 2006.
Through the offer for subscription which closed on 5 April 2006, a total of
£11,270,000 was successfully raised, of which £7,524,000 was raised in the
current year. These new funds are now being invested to take advantage of the
strong deal flow being generated by Foresight Venture Partners, the Company's
Manager.
The performances of a number of portfolio companies continued to improve,
reflecting growing demand and strong sales pipelines, most notably Nomad
Software, EQOS, Adeptra, and Snell & Wilcox. Nomad Software is now enjoying
increasing demand for its market leading debit and prepaid card processing
services while its original CORTEX card authorisation software business is
performing strongly. EQOS and Adeptra are enjoying growing sales of their
e-procurement software and automated alert services respectively, the latter in
particular winning more contracts from major financial institutions in the USA,
UK and now Europe. Trilogy is also enjoying increasing demand for its IP based
command and control communication system, Mercury, particularly from the defence
and Homeland Security sector in the USA. Snell & Wilcox, a leading manufacturer
of broadcast electronics, also continues to see improved demand generating sales
in excess of £36 million in its financial year to 31 March 2006.
Regrettably, Healthgain entered into administration during the year after a
decline in sales precipitated by the loss of a number of its sales teams caused
irrecoverable cashflow problems.
Investment activity
The level of new investment activity was high during the year, with nine new
investments being made totalling £5.875m: £750,000 in Ixaris Systems; £400,000
in The Bunker Secure Hosting; £825,000 in Auctioning4U; £450,000 in Probability
plc; £400,000 in SkillsMarket; £850,000 in ZOO Digital Group plc; £1,000,000 in
UTarget Limited; £200,000 in Sindicatum Carbon Capital; and £1,000,000 in Closed
Loop London.
Ixaris Systems Ltd operates a pre-paid electronic payment service integrated
with the VISA network for uses including international money transfer and online
gambling.
The Bunker Secure Hosting Ltd builds, hosts and manages high availability IT
data centres and platforms for companies and public bodies (including top
financial, telecoms and web-centric companies) with particular focus on high
levels of physical and digital security. The company owns and leases 41,500
square feet of high specification space mainly underground in ex-military
nuclear command centres at Ash, Greenham Common and Bawdsey.
Auctioning4u Ltd is the UK's leading electronic auction facilitator. With
Auctioning4u acting as an outsourced consignment agent, companies, government
organisations, charities and individuals can sell unwanted items, collectables,
return items or excess stock via eBay, Amazon or other electronic auction
platforms - anonymously - without the hassle of writing descriptions, digitally
photographing the goods, monitoring the auction process, dealing with payments
and shipping and running the risk of non payment.
Probability plc is an Aim-listed market leader in mobile phone gaming,
particularly offering casino games on mobile phones, a market which is now
emerging and is expected to achieve significant growth.
SkillsMarket Ltd manages CV data for recruitment agencies, outsourcing what is
an important but troublesome task. It creates economies of scale because the
data it manages for each agency is common to many others, i.e. one candidate is
known to many agencies. The service is highly automated, using a mix of
proprietary and third-party software.
ZOO Digital Group plc is an Aim-listed supplier of DVD-authoring software to
film studios and post-production firms and to publishers and developers of
interactive games on DVD (iDVDs). Authoring is the process of transferring video
and audio content to DVD and adding menus and links to allow consumers to
navigate the content.
UTarget Ltd is the UK market leader in serving online 'subsite' advertising,
which is the delivery of a full-page web advert behind the active web browser
and visible only when the browser is closed. Online advertising is currently
the fastest growing sector in advertising.
Sindicatum Carbon Capital Ltd seeks to generate, sell and trade Carbon Credits
by developing and financing suitable projects for capturing greenhouse gas (GHG)
emissions, principally in emerging markets such as China. The carbon trading
market is expected to exceed $150 billion by 2010, up from $10 billion in 2005.
Closed Loop London Ltd is a business at the leading edge of plastics recycling
in the UK. The company is initially focused on producing food grade recycled
PET (polyethylene terephthalate), although is likely to expand into a broader
range of products and services. The latter includes offering large corporations
the ability to source, collect and then recycle their packaging materials in a
closed loop - hence the Company's name. PET is the clear plastic used in over
of 50% of soft drinks bottles, with over 300,000 tonnes used per annum in the UK
with none currently recycled as food grade.
During the year, £527,000 was invested in follow-on funding rounds in two
portfolio companies, namely EnSeal Systems (£77,000) and Nomad Software
(£450,000). The loans advanced to EnSeal Systems were repaid during August and
September 2006 following a sale of the company's business and assets to a large
US corporation. In April 2006 Nomad raised £1.25 million and a further £1
million in February 2007 by way of secured loans to support Nomad Processing
Services' continuing sales growth and secure increasing numbers of new customer
mandates for its debit and prepaid card processing services.
During the year to 28 February 2007, upward revaluations were made to seven
investments totalling £2,031,000, largely as a result of improved trading
performances. These included EQOS (£142,000), Adeptra (£237,000) and Nomad
Software (£1,161,000). Provisions totalling £2,054,000 were made against the
previous valuations of five companies, principally Healthgain (£1,260,000) as it
went into administration and VectorCommand (£388,000) reflecting poorer than
expected performance.
Realisation activity
In May 2006, The Casella Group sold its sole remaining business, Casella
Measurement Ltd to Ideal Industries Inc. This disposal enabled Casella to
redeem a significant part of its shareholder loans, including £203,000 to
Foresight 4. In August 2006, the business and assets of EnSeal Systems were
sold to a large US corporation. At completion, Foresight 4 received £395,000 in
the form of loan repayments, along with the entitlement to $300,000 held in
escrow till April 2008. Additionally, after the first anniversary of
completion, Foresight 4 will be entitled to 10% of all sales of EnSeal Systems'
related technologies for the following three year period. A partial realisation
of 100,000 shares in Oasis Healthcare realised proceeds of £14,000 in the
period.
Excellent progress was made with DNA Research's earn out during the year with
the final seventh milestone being achieved, generating the maximum cash receipts
under the earn out of £1.6 million. The sale, originally in October 2004, of
DNA Research Innovations to Invitrogen Corporation of the USA realised a total
of £3.1 million, compared with the original cost of investment of £1m.
Balance Sheet
The net asset value per share as at 28 February 2007 was 101.5p compared to
104.6p as at 28 February 2006 and 98.7p as at 31 August 2006.
Valuation policy
Investments held by the Company have been valued in accordance with the
International Private Equity and Venture Capital (IPEVC) guidelines developed by
the British Venture Capital Association and other organisations under which
investments are valued, as defined in the guidelines, at 'fair value'.
Ordinarily, unquoted investments will be valued at cost for the 12 months
following the date of acquisition as the most suitable approximation of fair
value unless there is an impairment in value during the period. Quoted
investments and investments traded on AIM and PLUS (formerly OFEX) are valued at
the bid price as at 28 February 2007. The portfolio valuations are prepared by
Foresight Venture Partners and are subject to approval by the Board.
Dividend
The Company paid an interim dividend of 2.5p per Ordinary Share for the year
ended 28 February 2007 on 15 December 2006. The Company's dividend policy is to
distribute to shareholders income earned and capital gains realised as soon as
is practicable.
The Board is not recommending a final dividend for the year to 28 February 2007
(2006: nil).
Purchase of own shares
It continues to be the Company's policy to consider repurchasing shares when
they become available in order to provide liquidity for the Company's shares.
During the period, the Company repurchased 335,000 shares at a cost of £304,000,
during the year.
Outlook
The market in which Foresight 4 operates continues to be buoyant in terms of
potential new investment opportunities as evidenced by the volume of new
investments completed during the year and the current deal flow being reviewed
by Foresight Venture Partners. Furthermore, merger and acquisition activity
remains buoyant and Foresight Venture Partners will continue to actively
investigate liquidity opportunities within the portfolio.
Annual General Meeting
The Company's Annual General Meeting will take place on 3 July 2007. I look
forward to welcoming you at the meeting, which will be held in London.
Peter Dicks
Chairman
8 June 2007
For further information please contact:
Foresight Venture Partners, Tel: 01732 471800
Teather & Greenwood, Tel: 020 7426 9000
Unaudited Profit and Loss Account
for the year ended 28 February 2007
2007 2006
£'000 £'000
Investment income and deposit interest 541 158
Investment management fees (588) (371)
Other expenses (249) (259)
Unrealised gain/(loss) on revaluation of 3,081 (1,363)
investments
Operating gain/(loss) 2,785 (1,835)
(Loss)/gain on realisation of investments (2,917) 3,064
(Loss)/profit on ordinary activities before (132) 1,229
taxation
Tax on ordinary activities - -
(Loss)/profit on ordinary activities after (132) 1,229
taxation
Balance transferred (from)/to reserves (132) 1,229
(Loss)/ profit on earnings per share (0.6)p 9.5p
All items in the Profit and Loss Account derive from continuing operations. No
operations were acquired or discontinued in the period.
The Company has only one class of business and derives its income from
investments made in shares, securities and bank deposits. Income from
investments is recognised on an accruals basis.
Unaudited Reconciliation of Movement in Shareholders' Funds
for the year ended 28 February 2007
2007 2006
£'000 £'000
Opening shareholders' funds 16,566 12,185
Net proceeds from share issues 7,113 4,447
Shares repurchased in the year (304) (605)
(Loss)/profit for the year (132) (1,229)
Dividend (562) (690)
Closing shareholders' funds 22,681 16,566
Unaudited Balance Sheet
at 28 February 2007
2007 2006
£'000 £'000
Non-current assets
Assets held at fair value through profit or loss - 15,110 9,288
investments
Current assets
Debtors 289 1,575
Money market and other deposits 7,335 4,209
Cash 9 1,611
7,633 7,395
Creditors: amounts falling due within one year (62) (117)
Net current assets 7,571 7,278
Net assets 22,681 16,566
Capital and reserves
Called-up share capital 224 158
Share premium account 9,176 2,132
Capital redemption reserve 1,820 1,817
Profit and loss account 11,461 12,459
Equity shareholders' funds 22,681 16,566
Net asset value per ordinary share 101.5p 104.6p
Unaudited Cash Flow Statement
for the year ended 28 February 2007
2007 2006
£'000 £'000
Cash flow from operating activities
Investment income received 89 181
Deposit and similar interest received 412 6
Investment management fees paid (652) (259)
Secretarial fees paid (68) (61)
Other cash payments (239) (1,639)
Net cash outflow from
operating activities and returns on investment (458) (1,772)
Taxation - -
Returns on investment and servicing of finance
Purchase of unquoted investments and investments (5,652) (2,527)
quoted on AIM
Net proceeds on sale of unquoted investments 598 5,758
Net proceeds on deferred consideration 925 720
Net proceeds on sale of quoted investments 14 45
Loan guarantee called (150) -
Repurchase of own shares (304) (513)
Net capital (outflow)/inflow from financial investment (4,569) 3,483
Equity dividends paid (562) (690)
Net cash (outflow)/inflow before financing and liquid resource (5,589) 1,021
management
Management of liquid resources
Movement in money market and other deposits (3,126) (4,165)
(3,126) (4,165)
Financing
Proceeds of fund-raisings 7,524 4,768
Expenses of fund-raisings (411) (321)
7,113 4,447
(Decrease)/increase in cash (1,602) 1,303
Reconciliation of net cashflow to movement
in net cash
(Decrease)/increase in cash for the period (1,602) 1,303
Net cash at start of period 1,611 308
Net cash at end of period 9 1,611
Reconciliation of operating loss to net
cash flow from operating activities
Operating gain/(loss) 2,785 (1,835)
Unrealised (losses)/gain on investments (3,081) 1,363
(Decrease)/increase in creditors (56) 18
Increase in debtors (106) (1,318)
Net cash outflow from operating activities (458) (1,772)
Notes
1. The unaudited preliminary results have been prepared on the basis of
accounting policies set out in the statutory accounts of the Company for the
year ended 28 February 2007. All investments held by the Company are
classified as 'fair value through profit and loss'. For investments actively
traded in organised financial markets, fair value is generally determined by
reference to Stock Exchange market quoted bid prices at the close of business
on the balance sheet date. Unquoted investments have been valued in
accordance with the International Private Equity and Venture Capital
Valuation guidelines. Quoted investments are stated at bid prices.
2. These are not statutory accounts in accordance with section 240 of the
Companies Act 1985 and are neither audited nor reviewed. The full audited
accounts for the year ended 28 February 2006, which were unqualified, have
been lodged with the Registrar of Companies. No statutory accounts in respect
of any period after 28 February 2006 have been reported on by the Company's
auditors or delivered to the Registrar of Companies.
3. Copies of the Annual Report will be mailed to shareholders and will be
available for inspection at the Registered Office of the Company at ECA
Court, South Park, Sevenoaks, Kent TN13 1DU.
4. The number of shares in issue at 28 February 2007 was 22,356,506 ordinary
shares (2006: 15,840,149 ordinary shares).
5. The earnings per ordinary share is based on the loss from ordinary activities
after taxation of £132,000 (2006: profit of £1,229,000) and on 22,047,046
(2006: 12,950,960) ordinary shares being the weighted average number of
ordinary shares in issue during the year.
6. The Company paid an interim dividend of 2.5p per ordinary share on 15
December 2006 (30 December 2005: 5.0p per ordinary share). The Board is not
recommending a final dividend for the year ended 28 February 2007.
7. The Annual General Meeting will be held at 12.30pm on 3 July 2007 at One
Jermyn Street, London SW1Y 4UH
END
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