Final Results-Replacement

Foresight Technology VCT PLC 20 April 2004 This announcement replaces the Final Results released on Friday 16 April 2004 at 16:40 under RNS number 7153X. In the dividend paragraph within the Chairman's statement, the first sentence should refer to the recommended dividend being paid to shareholders on the register at 30 April 2004 (not, as stated, 30 April 2003). The second sentence of that paragraph should refer to the payment date of the dividend being 1 August 2004 (not, as stated, 1 August 2003). All other details remain unchanged. The full amended text is shown below. FORESIGHT TECHNOLOGY VCT PLC PRELIMINARY ANNOUNCEMENT OF RESULTS CHAIRMAN'S STATEMENT Introduction The last twelve months have seen signs of an economic pick-up along with a strong improvement in the share prices of many smaller companies, which has been reflected in a number of the valuations of the quoted stocks in the Ordinary Shares fund and the 'C' Shares fund portfolios. IT corporate spending, after a particularly lean period, is now showing signs of increasing. As a result of these trends a number of the unquoted holdings in both funds are also beginning to experience improved market conditions. Whilst the difficult market and economic conditions of the last two or three years have taken their toll on certain of our investments, overall the two portfolios have weathered these events reasonably well and, as noted above and elsewhere in the investment advisers' report, a number of the investee companies are now seeing improved demand and are making encouraging progress. Results The results for the year from 1 January 2003 to 31 December 2003 are set out in the following pages. Comparative figures given for 31/12/2002 are for the 3 month period ended 31 December 2002. The return (after tax) attributable to the Ordinary Shareholders was Â£12,711,291 (31/12/2002: loss of Â£126,312) and the net asset value per Ordinary Share as at 31 December 2003 was 186.75p (31/12/2002: 96.48p). With regard to the holders of 'C' Shares the attributable loss (after tax) was Â£1,420,232 (31/12/2002: Â£159,804) and the net asset value per 'C' Share as at 31 December 2003 was 67.18p (31/12/2002: 72.51p). The after tax revenue return (before capital gains) per Ordinary Share was 2.04p and the after tax revenue return (before capital losses) per 'C' Share was 0.96p for the year ended 31 December 2003. Dividend The Board are recommending a dividend of 0.50p per 'C' Share (31/12/2002: 0.75p) for the year ended 31 December 2003 payable to 'C' Shareholders on the register on 30 April 2004. If approved at the Annual General Meeting, these payments will be paid on 1 August 2004. The Board do not recommend a final dividend on the Ordinary Shares (31/12/2002: 0.50p) in addition to the special dividend of 8p paid to Ordinary Shareholders in September 2003. The Company's dividend policy is to distribute income earned and capital gains realised as soon as is practicable to shareholders. Ordinary Shares fund Advanced Composites Group Limited enjoyed another successful year with both the US and UK businesses achieving record sales and profits. For the year ended 31 August 2003 sales of Â£35m generated pre-tax profits of Â£3.8m; the company is on budget to grow profits by 20% this year. The company has exciting new products and market opportunities for future growth in areas such as wind turbine blades, automotive applications and the marine sector. I am pleased to advise shareholders that UMECO plc has agreed terms to acquire the company for a total cash consideration of Â£44.25 million. The acquisition is expected to complete in early May when Foresight expects to receive a cash consideration of approximately Â£10 million. It is the Board's current intention to distribute this to Ordinary Shareholders as soon as practicable following receipt of funds. YooMedia plc has performed well in the year under review and the share price increased from a low of 1.75p to 49p at the year end and a price of 28p as at close of business on 15 April 2004. During 2003 the company successfully raised Â£4.8 million and ended the year by acquiring the Go-play TV interactive games channel from Sony who, at the same time, became a significant shareholder in the company. Approximately half the Telecom Plus Plc holding has been realised in aggregate, partly in July 2003 and partly since the year end, resulting in the realisation of Â£1.4m in total. An average six times return has been generated on this investment to date. As at 31 December 2003 approximately Â£7.2 million had been approved for investment or invested in 9 companies. This represented approximately 95% of the Company's investments, the balance being invested in money funds and cash deposits. The Board and the Company's advisers, VCF Partners, are particularly pleased with the overall performance of the investments within the Ordinary Shares fund. This performance is reflected in the net asset value per Ordinary Share which increased from 96.48p as at 31 December 2002 to 186.75p as at 31 December 2003. 'C' Shares fund Since the year end Foresight has invested Â£863,438 in a Â£4 million further fundraising in Oxonica Limited. Major investors in this round included the multinational chemical company, BASF, who are adding significant strategic value particularly in the fuel additive side of the business. Sarantel Limited made good progress during 2003. In early 2004, Infineon selected Sarantel's technology for a new GSM mobile phone design and with other major projects in the design phase, prospects for the company are good. During 2003 the company raised a total of Â£4.9 million (including approximately Â£350,000 from Foresight) and also acquired Heritage Image Partnership Limited (HIP), in which Foresight had previously invested, resulting in an Â£850,000 cash infusion for Sarantel. Broadreach Networks Limited continues to make excellent strategic progress penetrating the WiFi hotspot market particularly through its relationship with Virgin in the 'on-train' market. Foresight advanced Â£500,000 in October 2003, in line with the commitment made at the time of the initial investment in February 2003. A new investment of Â£500,000 was made in September 2003 in Camwood Limited, a specialist provider of outsourced application packaging solutions. Camwood has developed its own 'Catalyst' system to deliver quality assured component managed enterprise application packaging and is seeing an increasing demand for its services as companies undertake operating systems migration projects. As at 31 December 2003 approximately Â£20 million had been approved for investment or invested in 21 companies. This represented approximately 60% of the Company's investments, the balance also being invested in money funds and cash deposits. VCF Partners are encouraged by the steady flow of opportunities and they and the Board are currently reviewing a number of new investments as well as considering further investments in existing portfolio companies. In addition as a result of the improved stock market conditions, several potential initial public offering opportunities within the portfolio are under consideration. Details of investments made from both of the Company's funds during the period are given in the Advisers' and Managers' Report. Valuation Policy The investments held by the Company that are not quoted on AIM, OFEX or the London Stock Exchange have been valued in accordance with the revised Guidelines for the Valuation and Disclosure of Venture Capital Portfolios issued by the British Venture Capital Association ('BVCA') in June 2003 under which unquoted investments are not normally revalued above cost for at least 12 months after the date of acquisition and thereafter at 'fair value'. Listed investments and investments traded on AIM and OFEX are stated at the mid-market value as at 31 December 2003. The portfolio valuations are prepared by VCF Partners and approved by the Board. Share Offer The Company launched an offer for subscription to subscribe for packages of one new Ordinary Share and three new 'C' Shares in September 2003. I am pleased to report that this offer raised approximately Â£4.2 million and closed on 7 April 2004. Due to further interest from potential investors the Company launched a further offer for subscription to subscribe for packages of one new Ordinary Shares and three new 'C' Shares on 8 April 2004. This offer will remain open until 14 May 2004. Further details in respect of this offer can be requested from the Company's promoter, Matrix-Securities Limited. 2004 Warrant Exercise Warrantholders will have received notices advising of the forthcoming warrant exercise opportunity in respect of both 'O' Warrants and 'C' Warrants. This is the final exercise opportunity following which all outstanding warrants will lapse. International Financial Reporting Standards ('IFRS') The Board notes that the IFRS may have a potentially significant impact on the Company's financial reporting. Plans are in hand to monitor the requirements and timescales and to assess the impact and progress of any required changes. The earliest possible impact is the 2005 accounting period. Annual General Meeting The Company's Annual General Meeting will take place on 22 July 2004. I look forward to welcoming you all at the meeting. I would like to take this opportunity to thank all shareholders and warrantholders for their continued support. Peter Dicks Chairman 16 April 2004 THE VENTURE CAPITAL FUNDS VCF Partners advise the Company in respect of investments made within the Ordinary Shares fund and the 'C' Shares fund. During the year ended 31 December 2003 two follow on investments were made from the Ordinary Shares fund at a cost of Â£475,000 and two new investments at a cost of Â£1.5 million and six further investments were made from the 'C' Shares fund at a cost of Â£1,182,144. In accordance with the BVCA guidelines, all investments are held at 'fair value' unless this cannot be reliably measured, in such cases an explanation has been given in the individual company narratives. No discounts have been applied to the quoted investments, in line with generally accepted practice in the venture capital market. The full investment portfolio of both funds as at 31 December 2003 is detailed below. ORDINARY SHARES FUND Actimax plc Supplies digital telecommunications systems to small and medium sized customers. The company installs complex computer and telephone combined systems using components from suppliers such as Ascom, Alcatel, Cisco and Intertel. The company made a small acquisition in the summer of 2003, won the Best SME Convergence solution award 2003 and is trading profitably. The loan, which has subsequently been repaid in March 2004, was held at cost as at 31 December 2003. The equity holding has been valued on the same basis as the investment made in the company by the 'C' Shares fund in June 2003, which reflected a recognition of trading progress. The Ordinary Shares fund holds 300,868 shares in the company and 34,615 warrants attributable to the Ordinary Shares fund. Results from the latest audited accounts for the period ended 31 December 2002: profit before tax Â£35,191, retained loss Â£1,269,941, net liabilities Â£488,941. Dates of Amount Valuation Valuation % Equity/ Loan Stock Investor % of Ordinary Investment Invested Director Shares (including as at 31 as at 31 Voting Rights Portfolio Loan Stock) December 2002 December 2003 Nov 98, Â£600,001* 42.3* Â£120,000 Peter English 3.76 Mar 00 Cost** Â£937,412 (Unsecured) & Jun 03 * Foresight also holds warrants in the company. ** Excluding the further investment in 2003. Advanced Composites Group Limited Is a long established manufacturer of high technology carbon fibre composite material, with factories in Heanor, north of Derby, and Tulsa, USA. Successful markets include F1 racing cars, sports equipment and aerospace applications. UMECO plc has recently agreed terms to acquire 100% of the company for a total cash consideration of Â£44.25 million. The company has been valued in accordance with the agreed acquisition terms with UMECO. Foresight holds 3,163,971 shares in the company. Results from the latest consolidated audited accounts for the year ended 31 August 2003: profit before tax Â£3,751,000, retained profit Â£5,223,000, net assets Â£9,558,000. Dates of Amount Invested Valuation Valuation % Equity/Voting Investor % of Ordinary Investment as at 31 as at 31 Rights Director Shares Portfolio December 2002 December 2003 Mar 99, Oct 99 & Â£1,622,978 Â£6,668,965 Â£10,007,982 23.0 Peter English 40.14 Jul 00 Clarity Commerce Solutions plc (AIM listed) Is part of a group of companies that provide EPOS solutions, CRM products and services to the UK hospitality and leisure markets including the pub market place and the restaurant and nightclub sector. Two acquisitions were made in the second half of 2003 which provide further cross selling opportunities. Foresight holds 400,000 shares in the company. Results from the latest audited accounts for the year ended 31 March 2003: profit before tax Â£315,000, retained loss Â£1,144,000, net assets Â£7,749,000. Date of Investment Amount Invested Valuation Valuation % Equity/Voting % of Ordinary as at 31 December as at 31 December Rights Shares Portfolio 2002 2003 (Mid-market) (Mid-market) Jul 00 Â£500,000 Â£278,000 Â£282,000 4.2 1.13 DSM Geo-Data Limited/Survey & Development Services Limited Was formed to acquire certain parts of the business of Survey & Development Services Limited ('SDS') from the Receivers of that company in August 2002. DSM is a specialist geo-spatial data software products and services business, serving the growing market for digital mapping. Foresight was issued 235,208 preference shares in DSM in respect of its original holding of loan stock in Survey & Development Services Limited. DSM has been valued on the basis of expected future cash flows to Foresight. SDS was put into liquidation in 2002 and therefore the Board believes it prudent to provide in full against this investment. Foresight continues to hold 170,408 shares in SDS. Results from the latest audit accounts for the year ended 31 March 2003: loss before tax Â£348,155, retained loss Â£318,155, net liabilities Â£148,155. Date of Investment Amount Invested Valuation Valuation % Equity/Voting % of Ordinary as at 31 December as at 31 December Rights Shares Portfolio 2002 2003 Aug 02 Â£1 Â£137,327 Â£79,548 0.0 0.32 Sapphire International Limited Owns the established 'DataEase' family of computer database software products and has a worldwide base of several hundred thousand users. The company now combines a consulting/professional services organisation with the sale of DataEase software products. As a result of a difficult trading year in 2003, a full impairment provision was made against the value of the equity investment. Foresight holds 1,803,396 shares in the company. Results from the latest audited accounts for the year ended 31 December 2002: profit before tax Â£369,802, retained loss Â£3,042,360, net liabilities Â£28,269. Dates of Amount Valuation Valuation % Equity/ Loan Stock Investor % of Ordinary Investment Invested Director Shares (including as at 31 as at 31 Voting Rights Portfolio Loan Stock) December 2002 December 2003 Jul 98, Jun Â£1,150,000 18.6 Â£400,000 10% Bernard 1.61 00, Oct 00 & Cost Â£400,000 (Unsecured) Fairman Jun 01 Telecom plus plc (listed on the London Stock Exchange) Offers low cost telephone and energy services to private subscribers. The company's penetration of its telephone subscriber base with energy services is at 10% and increasing. The share price continued to rise over the second half of 2003 and Foresight sold 500,000 shares at a price of Â£2.18 (ex-div) per share compared to an average subscription cost of 38p per share. Foresight also sold a further 100,000 shares at an average share price of Â£4.025 per share in January 2004 leaving a current total of 651,000 shares held by Foresight (751,000 shares as at 31 December 2003). Results from the latest audited accounts for the year ended 31 March 2003: profit before tax Â£5,588,000, retained profit Â£2,018,000, net assets Â£11,226,000. Dates of Amount Invested Valuation Valuation % Equity/Voting % of Ordinary Investment as at 31 December as at 31 December Rights Shares Portfolio 2002 2003 (Mid-market) (Mid-market) Jun 99 & Dec 02 Â£286,519* Â£1,957,815** Â£2,985,225 1.3 11.97 * Excludes the sale of 100,000 shares in January 2004. ** Excluding the 500,000 shares sold in 2003. YooMedia plc (AIM listed) Operates a portal site which provides an increasing number of facilities including online games, e-mail, personal home pages and chat available from a number of platforms. The company now operates interactive games channels on Sky and Freeview and also distributes games on Telewest and NTL. In addition the company provides various other interactive TV solutions like e-voting. Foresight made further investments of Â£375,000 by way of convertible loan stock in May 2003 (converted into shares in November 2003) and Â£100,000 in shares in October 2003. Following these further investments, Foresight holds 18,410,000 shares in the company. YooMedia's share price has increased significantly since the prior reporting date of 30 June 2003. Results from the latest audited accounts for the year ended 31 December 2002: loss before tax Â£7,037,986, retained loss Â£13,397,592, net assets Â£1,766,717. Dates of Amount Invested Valuation Valuation % Equity/ Investor % of Ordinary Investment as at 31 as at 31 Voting Rights Director Shares Portfolio December 2002 December 2003 (Mid-market) (Mid-market) Mar 99, Â£817,357 Â£855,600* Â£9,020,900 14.7 Bernard Fairman 36.18 Nov 02, May 03 & Oct 03 * Excluding the further investments in 2003 'C' SHARES FUND Actimax plc Supplies digital telecommunications systems to small and medium sized customers. The company installs complex computer and telephone combined systems using components from suppliers such as Ascom, Alcatel, Cisco and Intertel. The company made a small acquisition in the summer of 2003. The company also won the Best SME Convergence solution award 2003 and is trading profitably. The 'C' Shares fund holds 79,440 shares in the company. Results from the latest audited accounts for the period ended 31 December 2002: profit before tax Â£35,191, retained profit Â£1,269,941, net liabilities Â£488,911. Date of Amount Valuation Valuation % Equity/ Loans Investor % of 'C' Investment Invested as at 31 as at 31 Voting Rights Director Shares (including December 2002 December 2003 Portfolio Loans) Jun 03 Â£200,000 N/A Cost 10.0 Â£133,333 Peter English 0.86 (Secured) Alaric Systems Limited Specialises in the development, sale, distribution and support of payment systems software including systems for electronic payments, authorisation and e-commerce integration. It is also involved in the use of software based mathematical modelling techniques for card payments and other fraud detection. Foresight holds 2,141,075 shares in the company. Results from the latest audited accounts for the year ended 31 March 2003: loss before tax Â£2,600,141, retained loss Â£5,047,782, net assets Â£710,789. Dates of Amount Invested Valuation Valuation % Equity/ Investor % of 'C' Shares Investment as at 31 as at 31 Voting Rights Director Portfolio December 2002 December 2003 Feb 02, Oct 02 & Â£1,254,179 Cost Cost 16.8 Donald 5.39 Dec 02 Maclennan ANT Limited Provides content rendering software to improve users' interactive communication with digital television sets and other consumer electronic devices. ANT was set up in 1993 and first licensed its software to Symbian (one of the leading software platforms for PDAs) in May 1998. It now has a leading position in the market for integrated digital TVs, TV over internet protocol and enhanced DVDs. Trading in 2003 improved significantly and the company was profitable in the last quarter of the year. Foresight holds 21,800 shares in the company and warrants over a further 7% of the equity. The Board considers it prudent to write down the investment since the business is trading below initial expectation. Results from the latest audited accounts for the year ended 31 December 2002: loss before tax Â£2,001,995, retained loss Â£7,851,080, net liabilities Â£5,379,661. Dates of Amount Valuation Valuation % Equity/ Loans Investor % of 'C' Investment Invested as at 31 as at 31 Voting Rights Director Shares (including December 2002 December 2003 Portfolio Loans) Jul 01 & Feb Â£1,090,000 Â£892,000* Â£491,590 5.3 Â£981,000 Matt Taylor 2.11 03 (Secured) * Excluding the further investment in 2003 Aquasium Technology Limited Is engaged in the design, manufacture and marketing of bespoke electron beam welding and vacuum furnace equipment. Its products are used in the processes of a wide range of manufacturing industries including automotive, electronics, medical, power generation and aerospace. Foresight holds 86,666 shares in the company and invested further in the company by way of a Â£200,000 loan in April 2003. The Board believes it prudent to write down the investment because the Company is trading below initial expectations. Results from the latest audited accounts for the period from 26 June 2001 to 31 December 2002: loss before tax Â£1,216,413, retained loss Â£1,147,035, net liabilities Â£574,983. Dates of Amount Valuation as Valuation as % Equity/ Loans Investor % of 'C' Investment Invested at 31 at 31 Director Shares (including December 2002 December Voting Rights Portfolio Loans) 2003 Oct 01 & Â£1,200,000 Cost* Â£1,100,000 33.3 Â£866,667 Donald 4.73 April 03 (Secured) Maclennan * Excluding the further investment in 2003 Blue Curve Research.net Limited Is a software company that sells products and services to investment banks and fund managers which automate the production and distribution of research material. Analytical research and services are a key customer retention tool for investment banks but are also a major cost. The company's software products improve the efficiency of research distribution which, also reduces costs. Foresight holds 367 shares in the company. The Board believes an impairment should be recognised based on the company's current forecast compared to initial expectation. Results from the latest audited accounts for the year ended 31 December 2002: loss before tax Â£534,058, retained loss Â£410,658, net liabilities Â£410,558. Date of Amount Valuation as Valuation as % Equity/ Loans Investor % of 'C' Investment Invested at 31 at 31 Director Shares (including December 2002 December 2003 Voting Rights Portfolio Loans) Oct 01 Â£1,000,000 Cost Â£793,334 23.7 Â£666,667 Peter English 3.41 (Secured) Broadreach Networks Limited Provides both fixed line and Wi-Fi hotspot public internet access outside the home or office. Users gain access from fixed terminals installed at coffee shops, hotels and transport hubs by utilizing their own portable device. Considerable strategic value is being generated from the 'on-train' wireless access initiative. Investors include Virgin, Intel and British Telecom. Foresight advanced a further Â£500,000, committed at the time of the original investment, by way of a loan in October 2003. Results from the latest audited accounts for the year ended 31 October 2002: loss before tax Â£163,810, retained loss Â£331,104, net assets Â£2,208. Date of Amount Valuation as Valuation as % Equity/ Loans Investor % of 'C' Investment Invested at 31 at 31 Director Shares (including December 2002 December 2003 Voting Rights Portfolio Loans) Feb 03 & Oct Â£1,000,000 21.1 Â£900,000 Jamie 4.30 03 N/A Cost (Secured) Richards Callserve Communications plc Is a voice over Internet Protocol telecoms network and service provider which enables telephone calls to be made from a PC via the internet to any phone worldwide. The company completed further rounds of funding from existing investors (excluding Foresight) in February and June 2003. The Board believes it is prudent to write down this investment by 55% to reflect the fact that other instruments rank ahead of Foresight. A new and experienced CEO has recently been appointed and is implementing strategies to grow the business. Foresight holds 222,222 shares in the company. Results from the latest audited accounts for the year ended 31 March 2003: loss before tax Â£3,960,176, retained loss Â£15,977,738, net liabilities Â£4,323,990. Date of Investment Amount Invested Valuation Valuation % Equity/Voting % of 'C' Shares as at 31 December as at 31 December Rights Portfolio 2002 2003 Oct 00 Â£500,000 Â£449,998 Â£224,999 1.27 0.97 Camwood Limited Provides outsourced software application packaging solutions, a critical task in operating system migrations. Camwood has developed its own 'Catalyst' system to deliver quality assured component managed enterprise application packaging and is seeing an increasing demand for its services as companies undertake operating systems migration projects. Sales are made directly and through channel partners to the corporate sector. Results from the latest audited accounts for the year ended 31 March 2003 (before the date of investment): loss before tax Â£371,502, retained loss Â£157,327, net liabilities Â£57,327. Date of Amount Valuation as Valuation as % Equity/ Loans Investor % of 'C' Investment Invested at 31 at 31 Director Shares (including December 2002 December 2003 Voting Rights Portfolio Loans) Sep 03 Â£500,000 13.3 Â£333,333 Donald â€¢2.15 N/A Cost (Secured) Maclennan FfastFill plc (AIM Listed) Is a software company that develops sophisticated trading solutions for futures and options traders, brokers and risk managers. Following a disappointing start, the company secured a Â£1.2m funding package in 2003 to help execute its applications services strategy. New Executive Chairman, Keith Todd, stabilized the business and with prospects for growth now showing improvement Foresight participated in a further Â£1 million funding round in January 2004, investing Â£100,000. Foresight held 2,914,070 shares in the company prior to the further investment. Results from the latest audited accounts for the year ended 31 March 2003: loss before tax Â£4,926,000, retained loss Â£18,202,000, net assets Â£210,000.s of A mount % Equity/ % of 'C' Date of Investment Amount Invested Valuation Valuation % Equity/Voting % of 'C' Shares as at 31 December as at 31 December Rights Portfolio 2002 2003 (Mid-market) (Mid-market) Jul 00 Â£500,000* Â£36,563 Â£52,559 2.0 0.23 *Excludes a further investment of Â£100,000 in shares in January 2004. iCore Limited Is an IT management services company, with services that range from strategic IT reviews, infrastructure design and management, outsourcing procurement, through to business process management, interim project management and establishing project offices. The company is trading profitably and the valuation has been written down based on revenues achieved by the company. Foresight holds 201,176 shares in the company. The Board believes an impairment should be recognised based on comparables in the market. Results from the latest audited accounts for the year ended 30 June 2003: profit before tax Â£3,735, retained loss Â£197,223, net assets Â£564,442.nt % Equity/ Investor % of 'C' Date of Amount Invested Valuation Valuation % Equity/Voting Investor % of 'C' Shares Investment as at 31 as at 31 Rights Director Portfolio December 2002 December 2003 Dec 00 Â£750,000 Cost Â£544,000 16.8 Peter English 2.34 KeepAhead Limited Despatches lifestyle email services (e.g. current affairs, astrology, sport) which approximately 200,000 registered users receive free of charge. Revenue is generated from targeted e-mail advertising. The Board believes an impairment should be recognised in this investment to reflect the current values of companies relying on the on-line advertising market. Foresight holds 25,248 shares and 7,631 warrants in the company. Results from the latest unaudited accounts for the year ended 31 March 2003: profit before tax Â£10,325, retained loss Â£885,995, net assets Â£22,576. Date of Investment Amount Invested Valuation Valuation % Equity/Voting % of 'C' Shares as at as at Rights Portfolio 31 December 2002 31 December 2003 Apr 00 Â£1,000,000 Â£50,000 Â£30,000 15.0 0.13 Monactive Limited Is a leading provider of Software Licence Information Management solutions with over 100 customers. The company's software monitors software usage on PC networks, providing corporates with data for cost reduction and compliance. Its customers are able to reduce software licensing costs whilst demonstrating legal compliance. Foresight holds 474,057 shares in the company following a further investment of Â£267,858 by way of a loan and shares in January 2003. After a difficult period, the second half of 2003 saw renewed growth in sales and a return to profitability at the operating level. The Board believes an impairment should be recognized due to the company trading below initial expectation. Results from the latest audited accounts for the year ended 31 July 2003: loss before tax Â£792,351, retained loss Â£3,016,399, net liabilities Â£1,585,051. Dates of Amount Valuation as Valuation as % Equity/ Loans Investor % of 'C' Investment Invested at 31 at 31 Director Shares (including December 2002 December 2003 Voting Rights Portfolio Loans) Mar 01 & Â£1,017,858 22.2 Â£616,072 Matt Taylor 2.82 Jan 03 Cost* Â£656,251 (Secured) * Excludes the further investment in 2003 Mondas plc (AIM Listed) Has developed e-Business technologies to allow securities and investment houses to deploy new front and back office applications to facilitate straight through processing. Customers benefit from improved content management, document management, business process software and service solutions. Foresight holds 2,289,855 shares in the company (allowing for the conversion of loan stock) Results from the latest audited accounts for the year ended 30 April 2003: loss before tax Â£2,224,645, retained loss Â£7,880,966, net liabilities Â£421,349. Dates of Amount Valuation as Valuation as % Equity/ Loan Stock Investor % of 'C' Investment Invested at 31 December at 31 December Director Shares (including 2002 2003 Voting Rights Portfolio Loan Stock (Mid-market) (Mid-market) Oct 00 & Dec Â£1,068,116 Â£932,464 Â£1,113,145 8.7 Â£900,000 Bernard 4.79 02 Fairman Oxonica Limited Is involved in design manipulation and engineering of properties of materials at the nano-scale for application in fuel additives, sunscreen, bio tagging and other products. The company has made good progress particularly in the fuel additive business and has penetrated overseas markets as well as the UK. Foresight invested a further Â£863,438 in shares in January 2004 as part of a further funding round from existing shareholders which raised Â£4 million in total. Foresight held 1,395 shares in the company and 1,769 warrants prior to the further investment. Results from the latest audited accounts for the year ended 31 December 2002: loss before tax Â£2,119,506, retained loss Â£3,617,773, net assets Â£73,467. Dates of Amount Valuation as Valuation as % Equity/ Loans Investor % of 'C' Investment Invested at 31 at 31 Director Shares (including December 2002 December 2003 Voting Rights Portfolio Loans) Jun 02 & Dec Â£999,999* Cost Cost 10.0 Â£524,053 Bernard 4.30 02 (Secured) Fairman *Excludes a further investment of Â£863,438 in shares made in January 2004 taking Foresight's equity holding to 16%. Sarantel Limited Owns proprietary antenna technology with applications in mobile phone and other wireless devices. The company's technology delivers major performance benefits over traditional antennae. Sales of Sarantel's first product, the GPS antenna, are increasing and the company has launched proto types for Wi-Fi and 3G applications. Sarantel acquired the entire issued share capital of Heritage Image Partnership Limited ('HIP') in October 2003 resulting in a cash injection of Â£850,000 for Sarantel. Foresight was issued 723,429 new shares in Sarantel in respect of their original holding in HIP. Following this further issue of shares Foresight now holds 7,722,608 shares in the company. Results from the latest audited accounts for the year ended 30 September 2003: loss before tax Â£2,930,606, retained profit Â£6,835,224, net assets Â£5,023,395. Dates of Amount Invested Valuation Valuation % Equity/ Investor % of 'C' Shares Investment as at 31 as at 31 Voting Rights Director Portfolio December 2002 December 2003 Sep 00, Apr 01, Â£2,466,158 Cost* Cost 22.9 Matt Taylor 10.60 Jun 01, Mar 02, Aug 02, Sep 02, Nov 02 & Feb 03 * Excludes the further investment in 2003 SmartFocus Holdings Limited Provides software to enable accurate targeting and execution of marketing campaigns. The company is an established solution provider in this area with 300 customers forming a wide customer base spread across financial services, retail, marketing services and other consumer-driven sectors. The company adds value to its customers marketing campaigns by linking with multiple databases, returning query results in seconds whilst presenting the results in an easily understandable graphic manor. Foresight holds 398,667 shares in the company. Results from the latest audited accounts for the year ended 31 December 2002: loss before tax Â£59,610, retained loss Â£75,040, net assets Â£461,823. Date of Amount Valuation as Valuation as % Equity/ Loans Investor % of 'C' Investment Invested at 31 at 31 Director Shares (including December 2002 December 2003 Voting Rights Portfolio Loans) Dec 01 Â£1,000,000 Cost Cost 20 Â£666,667 Matt Taylor 4.30 (Secured) themutual.net plc (AIM Listed) Operates a financial information website and sells targeted advertising by email aimed to its subscriber base. themutual.net's shares were listed on the AIM market in June 2000 and the company's share price increased substantially during 2003. Foresight holds 342,730,249 shares in the company. Results from the latest audited accounts for the year ended 30 April 2003: profit before tax Â£557,950, retained loss Â£1,407,935, net assets Â£1,091,772. Date of Investment Amount Invested Valuation Valuation % Equity/Voting % of 'C' Shares as at 31 December as at 31 December Rights Portfolio 2002 2003 Jun 00 Â£500,000 Â£308,457 Â£822,553 9.3 3.54 Travelstore.com plc Sold its business to On-line Travel Limited, a company which provides on-line services for travel arrangements and had synergies with Travelstore's business. Travelstore sold the shares in On-line Travel Limited after the lock-up expired in June 2003. The company has now been placed in liquidation so that distributions can be made to shareholders. Foresight holds 4,265,000 shares in the company. The Board's valuation is based on estimated distributions from the liquidation. Results from the latest audited accounts for the year ended 31 March 2003 loss before tax Â£651,625, retained loss Â£29,906,301, net assets Â£1,789,220. Dates of Amount Invested Valuation Valuation % Equity/Voting % of 'C' Shares Investment as at 31 December as at 31 December Rights Portfolio 2002 2003 Dec 99 & Nov 02 & Â£1,339,000 Â£58,590 Â£54,600 3.5 0.23 Dec 02 Wire-e Limited Provides broadcast voice and text services to corporates and smalll and medium enterprises. The service enables users on the move to access phone numbers, send emails, text messages and voice broadcasts to multiple contacts from a mobile phone or desktop browser. The company has grown consistently through 2003. Foresight holds 6,666,666 shares in the company. The Board believes it prudent to write down the investment since the business is trading below initial expectations. Results from the latest audited accounts for the year ended 30 June 2003: loss before tax Â£1,126,297, retained loss Â£2,799,301, net liabilities Â£970,413. Date of Amount Valuation as Valuation as % Equity/ Loans Investor % of 'C' Investment Invested at 31 at 31 Director Shares (including December 2002 December 2003 Voting Rights Portfolio Loans) Sep 02 Â£1,000,000 Cost Â£750,000 28.0 Â£900,000 Jamie 3.22 (Secured) Richards UK Directory (Holdings) Limited Operated an internet based directory of business websites, available on-line and off-line via the publication of a nationally distributed magazine available from W H Smith. Following difficult trading conditions liquidators were appointed to the company in March 2003. A final distribution was made by the liquidators during the second half of 2003 of Â£12,571. Foresight held 2 million shares in the company. Results from the latest audited accounts for the year ended 31 August 2002: loss before tax Â£287,306, retained loss Â£2,565,537, net assets Â£201,414. Date of Investment Amount Invested Valuation Valuation % Equity/Voting % of 'C' Shares as at 31 December as at 31 December Rights Portfolio 2002 2003 Apr 00 Â£1,000,000 Â£35,000 Nil 10.0 - Investment Portfolio Summary at 31 December 2003 ORDINARY SHARES FUND Cost % of (including Ordinary administrative Shares costs) Valuation Portfolio Equity Portfolio (including loans) Â£ Â£ % Advanced Composites Group Limited 1,622,978 10,007,982 40.14 YooMedia plc (formerly e-district.net plc) 817,357 9,020,900 36.18 Telecom plus plc 286,519 2,985,225 11.97 Actimax plc 600,001 937,412 3.76 Sapphire International Limited 1,150,000 400,000 1.61 Clarity Commerce Solutions plc 500,000 282,000 1.13 DSM Geodata Limited - 79,548 0.32 Survey and Development Services Limited 700,000 - - Entraline Limited (formerly Creature Laboratories Limited) 1,501,897 - - --------------- --------------- --------------- 7,178,752 23,713,067 95.11 Current investments - see note below 1,217,995 1,217,995 4.89 --------------- --------------- --------------- Total Ordinary Shares fund 8,396,747 24,931,062 100.00 --------------- --------------- --------------- 'C' SHARES FUND Cost % of (including Ordinary administrative Shares costs) Valuation Portfolio Equity Portfolio (including loans) Â£ Â£ % Sarantel Limited 2,466,158 2,466,158 10.60 Alaric Limited 1,254,179 1,254,179 5.39 Mondas plc 1,068,116 1,113,145 4.79 Aquasium Technology Limited 1,200,000 1,100,000 4.73 Broadreach Networks Limited 1,000,000 1,000,000 4.30 Oxonica Limited 999,999 999,999 4.30 SmartFocus Holdings Limited 1,000,000 1,000,000 4.30 themutual.net.plc 502,938 822,553 3.54 Wire-e Limited 1,000,000 750,000 3.22 Blue Curve Research.net Limited 1,000,000 793,334 3.41 Monactive Limited 1,017,858 656,251 2.82 iCore Limited 750,000 544,000 2.34 Camwood Limited 500,000 500,000 2.15 ANT Limited 1,090,000 491,590 2.11 Callserve Communications plc 502,893 224,999 0.97 Actimax plc 200,000 200,000 0.86 FfastFill plc 506,114 52,559 0.23 Travelstore.com plc 1,343,202 54,600 0.23 KeepAhead Limited 1,000,000 30,000 0.13 UK Directory (Holdings) Limited 1,000,000 - - iDesk plc 500,000 - - --------------- --------------- --------------- 19,901,457 14,053,367 60.42 Current investments - see note below 9,204,957 9,204,957 39.58 --------------- --------------- --------------- Total 'C' Shares fund 29,106,414 23,258,324 100.00 --------------- --------------- --------------- COMPANY TOTAL 37,503,161 48,189,386 --------------- --------------- Further information on the current investments included above is shown in note 12 below. The amounts provided or written off against unlisted investments in the last financial years were: Provisions Made Write Offs Financial Year Â£ Â£ Year ended 31 December 2003 2,456,474 695,000 Period to 31 December 2002 128,528 - Year ended 30 September 2002 2,231,971 - Year ended 30 September 2001 3,220,526 - No individual provision or write off exceeded 5% of the gross assets of the Company. Non-Statutory Analysis between the Ordinary Shares and 'C' Shares Funds Statement of Total Return for the year ended 31 December 2003 Ordinary Shares fund 'C' Shares fund Revenue Capital Total Revenue Capital Total Â£ Â£ Â£ Â£ Â£ Â£ Gains/(losses) on investments - 12,667,088 12,667,088 - (1,383,128) (1,383,128) Income 426,342 - 426,342 855,969 - 855,969 Investment management fees (73,851) (221,553) (295,404) (144,878) (434,633) (579,511) Other expenses (86,735) - (86,735) (315,289) - (315,289) ------------ ------------ ------------- ------------ ------------ ------------ Return on ordinary activities before taxation 265,756 12,445,535 12,711,291 395,802 (1,817,761) (1,421,959) Tax on ordinary activities - - - (73,475) 75,202 1,727 ------------ ------------ ------------- ------------ ------------ ------------ Return attributable to equity shareholders 265,756 12,455,535 12,711,291 322,327 (1,742,559) (1,420,232) Dividends in respect of equity shares - (1,022,462) (1,022,462) (428,344) - (428,344) ------------ --------------- --------------- ------------ -------------- ------------- Transfer to/(from) reserves 265,756 11,423,073 11,688,829 (106,017) (1,742,559) (1,848,576) ------------ --------------- --------------- ------------ -------------- ------------- Return per share 2.04p 95.76p 97.80p 0.96p (5.21)p (4.25)p Balance Sheets as at 31 December 2003 Ordinary Shares fund 'C' Shares fund Â£ Â£ Â£ Â£ Fixed assets Investments 23,713,067 14,053,367 Current assets Debtors and prepayments 190,671 397,327 Current investments 1,217,995 9,204,957 Cash at bank 29,160 81,287 ------------ ------------- 1,437,826 9,683,571 Creditors: amounts falling due within one year (107,029) (256,541) ------------ ------------- Net current assets 1,330,797 9,427,030 ------------ -------------- Net assets 25,043,864 23,480,397 ------------ -------------- Capital Called up share capital 134,101 349,505 Share premium account 978,937 1,360,270 Cancelled share premium account 6,996,547 27,582,370 Revaluation reserve 16,544,315 (5,813,090) Profit and loss account 389,964 1,342 -------------- --------------- Equity shareholders' funds 25,043,864 23,480,397 -------------- -------------- Number of shares in issue 13,410,141 34,950,472 Net asset value per share - basic 186.75p 67.18p Net asset value per share - diluted 165.43p 56.52p Profit and Loss Account for the year ended 31 December 2003 Year ended 3 months ended 31 December 2003 31 December 2002 Revenue Capital Total Revenue Capital Total Â£ Â£ Â£ Â£ Â£ Â£ Gains on realisation of investments - 64,000 64,000 - 3,800 3,800 Income 1,282,311 - 1,282,311 535,282 - 535,282 Investment management fees (218,729) (656,186) (874,915) (55,641) (166,925) (222,566) Other expenses (402,024) - (402,024) (114,326) - (114,326) ------------ ------------ ------------ ------------ ------------ ------------ Profit/(loss) on ordinary activities before taxation 661,558 (592,186) 69,372 365,315 (163,125) 202,190 Tax on ordinary activities (73,475) 75,202 1,727 (28,458) 28,458 - ------------ ------------ ------------ ------------ ------------ ------------ Profit/(loss) on ordinary activities after taxation 588,083 (516,984) 71,099 336,857 (134,667) 202,190 Dividends (428,344) (1,022,462) (1,450,806) (313,450) - (313,450) ------------ ------------ ------------ ------------ -------------- -------------- Retained profit/(loss) for the year transferred to/ (from) reserves 159,739 (1,539,446) (1,379,707) 23,407 (134,667) (111,260) ------------ ------------ ------------ ------------ ------------- -------------- Earnings per share: Ordinary Shares 2.60p (1.22)p 'C' Shares (0.80)p 0.13p All the items in the above statement derive from continuing operations. Statement of Total Recognised Gains and Losses for the year ended 31 December 2003 Year ended 3 months ended 31 December 2003 31 December 2002 Revenue Capital Total Revenue Capital Total Â£ Â£ Â£ Â£ Â£ Â£ Profit/(loss) for the 588,083 (516,984) 71,099 336,857 (134,667) 202,190 year Unrealised gains/(losses) on revaluation of investments - 11,219,960 11,219,960 - (488,306) (488,306) ------------ --------------- --------------- ------------ --------------- --------------- Total recognised gains/ (losses) during the year 588,083 10,702,976 11,291,059 336,857 (622,973) (286,116) ------------ --------------- --------------- ------------ --------------- --------------- Return per share: Ordinary Shares 2.04p 95.76p 97.80p 1.56p (2.52)p (0.96)p 'C' Shares 0.96p (5.21)p (4.25)p 0.40p (0.88)p (0.48)p Note of Historical Cost Profits and Losses for the year ended 31 December 2003 Year ended 3 months ended 31 December 31 December 2003 2002 Total Total Â£ Â£ Profit on ordinary activities before taxation 69,372 202,190 Realisation of revaluation losses of previous years (381,208) (45,240) -------------- -------------- Historical cost (loss)/ profit on ordinary activities before taxation (311,836) 156,950 -------------- -------------- Historical cost loss for the year after taxation and dividends (1,760,915) (156,500) -------------- -------------- Balance Sheet as at 31 December 2003 Year ended 3 months ended 31 December 2003 31 December 2002 Â£ Â£ Â£ Â£ Fixed assets Investments 37,766,434 34,435,175 Current assets Debtors and prepayments 568,375 626,721 Current investments 10,422,952 - Cash at bank 110,447 2,432,997 ------------- ------------- 11,101,774 3,059,718 Creditors: amounts falling due within one year (343,947) (742,444) -------------- -------------- Net current assets 10,757,827 2,317,274 -------------- -------------- Net assets 48,524,261 36,752,449 -------------- -------------- Capital Called up share capital 483,606 463,396 Share premium account 2,339,207 - Cancelled share premium account 34,578,917 36,800,938 Revaluation reserve 10,731,225 (869,943) Revenue reserves 391,306 358,058 -------------- -------------- Equity shareholders' funds 48,524,261 36,752,449 -------------- -------------- Net asset value per share of 1 pence each: Basic Diluted Basic Diluted Ordinary Shares 186.75p 165.43p 96.48p 85.27p 'C' Shares 67.18p 56.52p 72.51p 60.49p CASH FLOW STATEMENT for the year ended 31 December 2003 Year ended 3 months ended 31 December 2003 31 December 2002 Â£ Â£ Â£ Â£ Operating activities Dividends received 356,690 189,838 Deposit and similar interest received 915,786 473,349 Other cash receipts 11,220 35,704 Investment management fees paid (892,855) (227,205) Other cash payments (456,191) (74,901) -------------- -------------- Net cash (outflow)/inflow from operating activities (65,350) 396,785 Taxation Net tax refund - (7,693) Capital expenditure and financial investment Purchase of other investments (3,086,611) (2,095,617) Sale of fixed income investments 9,016,050 2,445,307 Sale of other investments 2,100,275 42,800 -------------- -------------- Net cash inflow from capital expenditure and financial investment 8,029,714 392,490 Equity dividends Net dividends paid (1,831,953) - -------------- -------------- Net cash inflow before financing and liquid resource management 6,132,411 781,582 Management of liquid resources Increase in current investments (10,422,952) - Financing Issue of shares (net of expenses) 2,366,012 - Purchase of own shares (398,021) - -------------- -------------- 1,967,991 - -------------- -------------- Net (decrease)/increase in cash (2,322,550) 781,582 -------------- -------------- Notes 1 Earnings and return per share Total earnings after taxation for the year were Â£71,099 (Three month period to 31/12/2002: Â£202,190) comprising a profit on the Ordinary Shares fund after taxation of Â£338,432 (Three month period to 31/12/2002: Â£160,074 ) and a loss after taxation on the 'C' Shares fund of Â£267,333 (Three month period to 31/12/ 2002: profit of Â£42,116). The basic earnings per Ordinary Share is based on the net profit from ordinary activities and on 12,997,238 (Three month period to 31/ 12/2002: 13,148,403 ) Ordinary Shares, being the weighted average number of Ordinary Shares in issue during the year. There is no difference between the basic earnings per share and diluted earnings per share as the Ordinary Warrants are not considered to be dilutive. The basic earnings per 'C' Share is based on the net loss from 'C' Shares fund activities and on 33,449,602 (Three month period to 31/12/2002: 33,191,219 ) 'C' Shares, being the weighted average number of 'C' Shares in issue during the year. There is no difference between the basic earnings per share and diluted earnings per share as the 'C' Warrants are not considered to be dilutive. The revenue return per Ordinary Share is based on the net revenue from Ordinary Share fund activities after taxation of Â£265,756 (Three month period to 31/12/ 2002: Â£205,189 ) and on 12,997,238 (Three month period to 31/12/2002: 13,148,403 ) Ordinary Shares, being the weighted average number of Ordinary Shares in issue during the year. The revenue return per 'C' Share is based on the net revenue from 'C' Share fund activities after taxation of Â£322,327 (Three month period to 31/12/2002: Â£131,668 ) and on 33,449,602 (Three month period to 31/12/2002: 33,191,219) 'C' Shares, being the weighted average number of 'C' Shares in issue during the year. The capital return per Ordinary Share is based on the net realised capital gains of Â£294,229 (Three month period to 31/12/2002: losses of Â£45,115), on net unrealised capital gains of Â£12,372,859 (Three month period to 31/12/2002: losses of Â£286,386) and capitalised management fees less associated tax relief of Â£221,553 (Three month period to 31/12/2002: Â£48,915) on the Ordinary Shares fund and on 12,997,238 (Three month period to 31/12/2002: 13,148,403 ) Ordinary Shares. The capital return per 'C' Share is based on the net realised capital losses of Â£230,229 (Three month period to 31/12/2002: Â£89,552 ), on net unrealised capital losses of Â£1,152,899 (Three month period to 31/12/2002: gains of Â£201,920 ) and capitalised management fees less associated tax relief of Â£359,431 (Three month period to 31/12/2002: Â£89,552) on the 'C' Shares fund and on 33,449,602 (Three month period to 31/12/2002: 33,191,219 ) 'C' Shares. 2 Dividends 3 month Year to period to 31 31 December December 2003 2002 Â£ Â£ Ordinary Shares Interim dividend paid 1,023,263 - Final dividend proposed - 65,107 Over-accrued in previous period (801) - -------------- -------------- 1,022,462 65,107 -------------- -------------- 'C' Shares Interim dividend paid 247,870 - Final dividend proposed 181,237 248,343 Over-accrued in previous period (763) - -------------- -------------- 428,344 248,343 -------------- -------------- 3 Net asset value per Share - basic and diluted Basic net asset value per Ordinary Share is based on net assets of the Ordinary Shares fund at the year end, and on 13,410,141 (31/12/2002: 13,148,403) Ordinary Shares, being the number of Ordinary Shares in issue on that date. Diluted net asset value per Ordinary Share is based on net assets of the Ordinary Shares fund at the year end, and on 13,410,141 (31/12/2002: 13,148,403) Ordinary Shares, being the number of Ordinary Shares in issue on that date, plus the number of warrants remaining to be exercised of 1,728,500 on that date (31/ 12/2002:1,728,500). Basic net asset value per 'C' Share is based on net assets of the 'C' Shares fund at the year end, and on 34,950,472 (31/12/2002: 33,191,219) 'C' Shares, being the number of 'C' Shares in issue on that date. Diluted net asset value per 'C' Share is based on net assets of the 'C' Shares fund at the year end, and on 34,950,472 (31/12/2002: 33,191,219) 'C' Shares, being the number of 'C' Shares in issue on that date, plus the number of warrants remaining to be exercised of 6,592,192 on that date (31/12/2002: 6,595,192). 4. The financial information set out in these statements does not constitute the Company's statutory accounts for the years ended 31 December 2003 but is derived from those accounts. Statutory accounts for the 3 months ended 31 December 2002 have been delivered to the Registrar of Companies and those for 2003 will be delivered following the Company's Annual General Meeting. The auditors have reported on those accounts: their reports were unqualified and did not contain statements under Section 237 (2) or (3) of the Companies Act 1985. 5. 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 at St Philips House, St Philips Place, Birmingham B3 2PP. 6. The Annual General Meeting will be held at 11.00am on 22 July 2004 at Mallory Court Hotel, Harbury Lane, Bishops Tachbrook, Leamington Spa, Warwickshire CV33 9QB. This information is provided by RNS The company news service from the London Stock Exchange

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