Final Results

Foresight Technology VCT PLC 03 April 2006 FORESIGHT TECHNOLOGY VCT PLC PRELIMINARY ANNOUNCEMENT OF RESULTS CHAIRMAN'S STATEMENT Last year was one of mixed fortunes. On the one hand, as I have previously indicated, a number of the portfolio companies have been benefiting from improved market conditions. For example, SmartFOCUS has made good progress since we increased our investment in the company at the time of its AIM flotation in October 2004. During 2005 the company achieved a 112% growth in revenues to £6.0 million, a maiden profit and made its first acquisition. Aquasium benefited from capital investment programmes, particularly in China, and achieved another year of increased sales and profits. On the other hand, there was considerable downward pressure on the prices of certain of the AIM listed investments, in particular YooMedia, Sarantel and ANT. In each case trading failed to meet earlier expectations resulting in significant share price declines. Nonetheless, as a direct result of becoming quoted on the AIM market, each company substantially strengthened its balance sheet as well as receiving a higher public profile and your manager is optimistic for the future. The flow of new investment opportunities during the year was strong and eight new investments were completed during the period. These investments complement the characteristic diversity of the Foresight Technology portfolio covering a range of technologies and a spread from earlier to later stage business. By year end both the Ordinary Shares fund and the 'C' Shares fund were considered fully invested with regard to new investments. Typical of the early stage companies are Nanotecture Group which is beginning to exploit far-reaching intellectual property in nano-scale engineering materials and Elam-T which develops organic light emitting display materials used in mobile phones and MP3 players. Covion Holdings, a facilities management business, is an example of a more established company, achieving £15 million in annual revenues during 2005. As shareholders will be aware, Foresight Technology looks for high growth markets and seeks businesses which have the potential to become market leaders. AlwaysOn Group Limited illustrates this approach, being at the forefront of the provision of telecom services based on 'Voice Over Internet Protocol' to UK businesses. Trilogy Broadcast (Holdings) Limited is a world class supplier of audio communications across sectors such as emergency management and defence. TheSkillsMarket Limited is uniquely positioned at the nexus of online and offline recruitment. It provides an efficient link between candidates, agencies and jobs by using the internet and word-recognition technology. Leading technology is often linked to centres of excellence such as the European aerospace industry which has created an exciting prospect for High Integrity Solutions Limited. The company has designed and developed a sophisticated software tool which improves the productivity of software engineers developing large software projects and is focused primarily on the aerospace sector. During November the company invested in Infrared Integrated Systems Limited which manufactures infra-red detector arrays and sells cameras and thermal imagers incorporating these displays. The primary use of this technology is as a people counter used by major retailers, but the company has also developed a hand-held thermal imaging camera which is sold world wide for security and inspection applications. Clearly, when making investments in technology based companies at an early stage of their development, there are likely to be disappointments. As an example, it is not at all uncommon for product development to take longer and cost more than originally anticipated. These, and other considerations are, of course, taken into account when analysing the prospects for potential new investments. Overall, your Manager remains optimistic about the prospects for the portfolio as a whole. Results The results for the year from 1st January 2005 to 31st December 2005 are set out below. The net asset value per ordinary share as at 31st December 2005 was 58.73p (31st December 2004: 76.6p). The total return (after tax) attributable to Ordinary Shareholders was a loss of 16.12p (31st December 2004: loss of 51.88p), mainly due to the falls in the share prices of YooMedia plc and Telecom plus plc. The net asset value per 'C' Share as at 31st December 2005 was 91.70p (31 December 2004: 93.91p restated) and the attributable return was a loss of 1.15p per 'C' Share (31 December 2004: gain of 26.95p). Most of the fall in the net asset value per share of the 'C' shares fund (1.7p) resulted from the move to valuing quoted stocks at the bid price as opposed to mid-market values in accordance with the new Accounting Standards (FRS 25 and FRS 26). Dividend The Board is recommending a final dividend of 0.50p per Ordinary Share (2004: nil) for the year ended 31st December 2005 payable to Ordinary Shareholders on the register on 7 April 2006. If approved at the Annual General Meeting, this payment will be made on 26th May 2006. The Board does not recommend a final dividend on the 'C' Shares (2004: 0.50p). The Company's dividend policy is to distribute to shareholders income earned and capital gains realised as soon as is practicable. Ordinary Shares fund The last two years has seen the transformation of YooMedia, as a result of a number of acquisitions, from a small business with revenues of less than £1 million to one with revenues of more than £84 million for the year ended 31 December 2005. Following disappointing trading statements relating to the performance of its gambling and gaming division, the share price performed poorly falling from 17p at 31st December 2004 to 7p as at 31st December 2005. This resulted in a net decrease of approximately £1.8 million in the value of the Ordinary Shares fund. During the period eight new investments were made in TheSkillsMarket Limited (£300,000), Nanotecture Group plc (£300,000), Covion Holdings Limited (£300,000), High Integrity Solutions Limited (£225,000), AlwaysON Group Limited (£300,000), Elam-T (£400,000), Trilogy Broadcast (Holdings) Limited (£500,000) and Infrared Integrated Systems Limited (£250,005). 'C' Shares fund Oxonica plc, which engineers the properties of materials at the nano-scale level for application in fuel additives, UV protection and other products, listed on the AIM market on 20th July 2005. Demand has been encouraging for the company's products and Stagecoach is now using its fuel additive product throughout its UK and New Zealand bus fleets. Furthermore, Boots plc has incorporated Oxonica's UV protection additive into a sunscreen product, which is currently available throughout its stores. Oxonica's shares placed on AIM at 95.8p per share and were trading at £1.65 at 31st December, representing an uplift of £7 million on the fund's investment cost. Oxonica announced an agreement to acquire US based Nanoplex Technologies Inc. in December 2005. Sarantel Group PLC listed on the AIM market on 2nd March 2005 raising a total of £18 million to fund its expansion. Its miniature antennas are used in mobile phones and personal digital systems offering located based services through navigation satellites. The company's sales increased to £2.8 million in the year to 30th September 2005 from £0.8 million in 2004 but a series of delays resulted in negative trading updates and the price fell sharply to 22p per share at the end of December from a float price of 82p. This represented a fall of £5.1 million in the value of the fund's investments in Sarantel during the year. Your manager remains confident, however, that the company's strategy will produce more positive results over the next twelve to eighteen months. Currently the shares are trading at 36p. Similarly ANT plc, which listed on the AIM market on 16 March 2005 raising £11 million, has as a result of a negative trading update fallen from a float price of 126p to 88p per share at 31 December 2005. The company has more recently experienced increased demand for its software products and reported an encouraging pipeline for new business prospects in 2006. Better trading conditions resulted in improved profitability for both Aquasium Technology and Camwood resulting in an uplift in the valuation of both companies. On the negative side, Broadreach networks went into administration in 2005 and the valuation was reduced to reflect the low level of proceeds likely to be received. Themutual.net plc has continued to expand its business both organically and through acquisition and the market reacted favourably to its progress. During this period, Foresight Technology took the opportunity of the stronger share price to sell several tranches of shares and following the year end sold the remainder of its holding, realising a gain in total of over £900,000, compared with a cost of £500,000. During December, Blue Curve Limited agreed terms for a takeover by Mondas plc for an initial consideration of £925,000 with up to £2.1 million to follow from a revenue based earn-out. The transaction was share based however, and recent falls in the Mondas share price have resulted in a provision of £350,000 against the previous valuation of Blue Curve. Both Blue Curve and Mondas are existing investments in the 'C' Shares investment portfolio. In addition to several follow-on funding rounds in existing investee companies, new investments were made, alongside the Ordinary Shares fund, in TheSkillsMarket Limited (£650,000), Nanotecture Group PLC (£700,000), Covion Holdings Limited (£700,000), and High Integrity Solutions Limited (£525,000). As noted earlier although the market in which Foresight Technology operates continues to be buoyant in terms of potential new investment opportunities, both the Ordinary and 'C' Share funds are considered to be fully invested. Whilst your manager continues to monitor these opportunities it is currently limiting any further commitments to existing portfolio companies. At the current time Stock Market Conditions continue to be active and any sensible liquidity opportunities will be actively pursued. Details of investments made in the Ordinary and 'C' Shares funds during the period are given below. 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 International Private Equity and Venture Capital Guidelines developed by, alongside other organisations, the British Venture Capital Association ('BVCA') 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 OFEX are stated at the bid price as at 31st December 2005. The move from mid-market prices to bid prices, as a result of the introduction of new accounting standards, has resulted in a reduction in net assets at 31 December 2005 of approximately £72,000 (0.5p per Ordinary Share) in the Ordinary Shares fund and £598,000 (1.7p per 'C' Share) in the 'C' Shares fund. The portfolio valuations are prepared by Foresight Venture Partners and are subject to approval by the Board. Dividend Investment Scheme and Share Buybacks During the period, the Company issued 11,701 'C' Shares under the dividend investment scheme raising approximately £11,000 in aggregate. As part of the Company's active buyback programme, 714,534 Ordinary Shares were purchased for cancellation at an approximate cost of £417,000 and at an approximate discount to NAV of 10%. Furthermore, 1,160,000 'C' Shares were purchased for cancellation at an approximate cost of £1,053,000, also at an approximate discount to NAV of 10%. Annual General Meeting The Company's Annual General Meeting will take place on 9th May 2006. I look forward to welcoming you at the meeting which will be held in London. Peter Dicks Chairman Unaudited Non-Statutory Analysis between the Ordinary Shares and 'C' Shares funds Unaudited Income Statement for the year ended 31 December 2005 Ordinary Shares 'C' Shares fund fund Revenue Capital Total Revenue Capital Total £ £ £ £ £ £ (Losses)/gains on investments - (2,425,405) (2,425,405) - 91,764 91,764 Cost of investment transactions - - - - (25,491) (25,491) Income 283,799 - 283,799 647,793 - 647,793 Investment Management Fees (68,790) (206,368) (275,158) (195,034) (585,103) (780,137) Other Expenses (91,521) - (91,521) (352,348) - (352,348) Profit before income tax 123,488 (2,631,773) (2,508,285) 100,411 (518,830) (418,419) Income Tax expense (9,857) 9,857 - (19,078) 19,078 - Profit for the year 113,631 (2,621,916) (2,508,285) 81,333 (499,752) (418,419) Return per share 0.73p (16.85)p (16.12)p 0.22p (1.37)p (1.15)p Unaudited Balance Sheet as at 31 December 2005 Ordinary 'C' Shares fund Shares fund £ £ £ £ Non-current assets Assets held at fair value 6,797,469 31,129,488 through profit and loss - investments Current assets Debtors and prepayments 276,349 1,119,618 Current investments 1,860,650 888,520 Cash at bank 97,497 64,426 2,234,496 2,072,564 Current Liabilities: amounts falling due within one year (161,353) (276,981) Net current assets 2,073,143 1,795,583 Net assets 8,870,612 32,925,071 Capital Called up share capital 151,043 359,061 Reserves Share premium account 4,046,967 2,953,685 Cancelled share premium account 4,251,501 23,048,631 Revaluation reserve (808,758) 6,082,879 Profit and loss account 1,229,859 480,815 8,870,612 32,925,071 No of shares in issue 15,104,292 35,906,091 Net asset value per 1p share: 58.73p 91.70p Profit and Loss Account For the year ended 31 December 2005 Year to 31 Year to 31 December 2005 December (unaudited) 2004 (restated) Revenue Capital Total Revenue Capital Total £ £ £ £ £ £ Unrealised gains and - (2,358,802) (2,358,802) - 2,576,905 2,576,905 (losses) on investments Realised gains/(losses) - 25,161 25,161 - (14,261) (14,261) on investments Costs of investment - (25,491) (25,491) - - - transactions Income 931,592 - 931,592 1,174,057 - 1,174,057 Investment management (263,824) (791,471) (1,055,295) (271,331) (813,995) (1,085,326) fees Other expenses (443,869) - (443,869) (560,690) - (560,690) Profit/(loss) before 223,899 (3,150,603) (2,926,704) 342,036 1,748,649 2,090,685 income tax Income tax expense (28,935) 28,935 - (69,349) 69,349 - Profit/(loss) for the 194,964 (3,121,668) (2,926,704) 272,687 1,817,998 2,090,685 year Earnings per share Ordinary Shares (16.12)p (51.88)p 'C' Shares (1.15)p 26.95p Statement of Total Recognised Gains and Losses For the year ended 31 December 2005 Year to 31 December 2005 £ Loss for the year (2,926,704) Impact of application of new accounting policies (549,290) Total loss for the year (3,475,994) Balance Sheet as at 31 December 2005 31 December 2005 31 December 2004 (unaudited) (restated) £ £ £ £ Non-Current Assets Assets held at fair value through 37,926,957 34,212,249 profit and loss - Investments Current Assets Debtors and prepayments 1,227,718 710,375 Current investments 2,749,170 12,207,011 Cash at bank 161,923 53,544 4,138,811 12,970,930 Current Liabilities Amounts falling due within one year (270,085) (267,647) Net current assets 3,868,726 12,703,283 Net assets 41,795,683 46,915,532 Capital and reserves Called up share capital 510,104 528,732 Share premium account 7,000,652 6,989,978 Distributable reserve 27,300,132 29,675,485 5,274,121 8,309,277 Revaluation reserve Profit & loss account 1,710,674 1,412,060 Equity shareholders' funds 41,795,683 46,915,532 Net asset value per share of 1 pence each: Ordinary Shares 58.73p 76.60p 'C' Shares 91.70p 93.91p Cash Flow Statement for the year ended 31 December 2005 Year to Year to 31 31 December December 2005 2004 (unaudited) £ £ Operating activities Dividends received 71,610 69,600 Deposit and similar interest 655,076 932,914 Other cash receipts 7,360 13,248 Investment management fees paid (1,097,933) (1,093,543) Other cash payments (472,437) (469,979) Net cash outflow from operating activities (836,324) (547,760) Taxation Income taxes refunded/(paid) - 7,259 Investing activities Purchase of non-current investments (7,090,800) (4,448,992) Sale of non-current investments 198,163 10,565,821 Net cash (outflow)/inflow from investing activities (6,892,637) 6,116,829 Equity dividends Equity dividends paid (185,241) (8,171,595) Net cash (outflow)/inflow before financing and liquid (7,914,202) (2,595,267) resource management Management of liquid resources Increase/(decrease) in current investments 9,457,841 (1,784,059) Financing Purchase of own shares (1,446,051) (379,247) Issue of shares 10,791 4,701,670 (1,435,260) 4,322,423 Net increase/(decrease) in cash 108,379 (56,903) Reconciliation of Movements in Shareholders' Funds For the year ended 31 December 2005 Year to 31 December Year to 31 December 2005 2004 £ £ Opening shareholders' funds before restatement 46,915,532 48,524,261 Restated for application of new accounting policies (549,290) 181,237 At 1 January 2005 (restated) 46,366,242 48,705,498 Net share capital (bought back)/subscribed for in the year (1,458,583) 4,290,590 (Loss)/profit for the year (2,926,704) 2,090,685 Final dividend paid for previous year (2004: dividends paid in the (185,272) (8,171,241) year) Closing Shareholders' funds at 31 December 2005 41,795,683 46,915,532 Unaudited Notes to the Financial Statements 1. All revenue and capital items in the income statement derive from continuing operations. 2. In accordance with the policy statement published under 'Management and Administration' in the Company's prospectuses dated 1 October 1997 and 14 October 1999, the Directors have charged 75% of the investment management expenses to the capital reserve. 3. The Ordinary Shareholders, or the 'C' Shareholders will be entitled to receive any dividends paid out of the net dividend income from the net assets attributable to the Ordinary Shares, or the 'C' Shares respectively. The Board is recommending a final dividend of 0.50p per Ordinary Share (2004: nil) for the year ended 31st December 2005 payable to Ordinary Shareholders on the register on 7 April 2006. If approved at the Annual General Meeting, these payments will be made on 26th May 2006. The Board does not recommend a final dividend on the 'C' Shares (2004: 0.50p). 4. The Company revoked its status as an investment company in March 2000, so that it can regard capital reserves as profits of the Company available for distribution. The Company has not reapplied and does not intend to re-apply for investment company status. 5. The Ordinary Shares fund current investments and the 'C' Shares fund current investments predominantly represent the balance of the net proceeds from the issues of Ordinary Shares and 'C' Shares. These funds are invested in several Dublin based OEIC money market funds managed by Merrill Lynch Investment Managers, Royal Bank of Scotland plc and HBOS plc. 6. The net asset value per share for both the Ordinary Shares and the C Shares has been calculated on the appropriate allocation of the Company's assets and liabilities. Other than expenses specifically attributable to one fund or the other, one quarter of costs incurred since 1 January 2005 has been allocated to the Ordinary Shares fund. Basic net asset value per Ordinary Share is based on net assets of the Ordinary Shares fund at the year end, and on 15,104,292 (2004: 15,818,826) Ordinary Shares, being the number of Ordinary Shares in issue on that date. Basic net asset value per 'C' Share is based on net assets of the 'C' Shares fund at the year end, and on 35,906,091 (2004: 37,054,390) 'C' Shares, being the number of 'C' Shares in issue on that date. 7. Total earnings after taxation for the year were a loss of £2,926,704 (2004 (restated(: gain of £2,090,685) comprising a loss on the Ordinary Shares fund after taxation of £2,508,285 (2004: loss of £7,751,552) and a loss after taxation on the 'C' Shares fund of £418,419 (2004: gain of £9,842,237). The basic earnings per Ordinary Share is based on the net loss from ordinary activities and on 15,560,442 (2004: 14,938,984) 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 have now lapsed. The basic earnings per 'C' Share is based on the net loss from 'C' Shares fund activities and on 36,381,420 (2004: 36,526,571) '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 have now lapsed. The revenue return per Ordinary Share is based on the net revenue from Ordinary Share fund activities after taxation of £113,631 (2004: loss of £22,961) and on 15,560,442 (2004: 14,938,984) 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 £81,333 (2004: revenue of £295,648) and on 36,381,420 (2004: 36,526,751) '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 losses of £nil (2004: losses of £6,281), on net unrealised capital losses of £2,425,405 (2004: losses of £7,354,207) and capitalised management fees less associated tax relief of £196,511 (2004: £368,103) on the Ordinary Shares fund and on 15,560,442 (2004: 14,938,984) Ordinary Shares. The capital return per 'C' Share is based on the net realised capital gains of £25,161 (2004: losses of £7,980), on net unrealised capital gains of £66,603 (2004: gains of £9,931,112) and capitalised management fees less associated tax relief of £591,516 (2004: £376,543) on the 'C' Shares fund and on 36,381,420 (2004: 36,526,751) 'C' Shares. 8. The financial information set out in these statements does not constitute the Company's statutory accounts for the years ended 31 December 2005 but is derived from those accounts. Statutory accounts for the year ended 31 December 2004 have been delivered to the Registrar of Companies and those for 2005 will be delivered following the Company's Annual General Meeting. The auditors have reported on the 2004 accounts: their report was unqualified and did not contain a statement under Section 237 (2) or (3) of the Companies Act 1985. 9. 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 Swiss Life House, 24-26 South Park, Sevenoaks, Kent TN13 1DU. 10. The Annual General Meeting will be held at 12.30pm on 9 May 2006 at One Jermyn Street, London SW1Y 4UH. 11. Impact of the introduction of FRS 21 Restatement of opening balances at 31 December 2003 At 1 January 2005 the Company adopted Financial Reporting Standard 21. The following is a reconciliation of the figures at 31 December 2003 previously reported under the applicable UK Accounting Standards and the Statement of Recommended Practice. Previously reported Restated 31 December 2003 Adjustments 31 December 2003 £ £ £ Non-current assets 37,766,434 37,766,434 Current assets 11,101,774 11,101,774 Creditors: amounts falling due within one (343,947) 181,237 (162,710) year Net assets 48,524,261 181,237 48,705,498 Capital and reserves Called up share capital 483,606 483,606 Share Premium Account 2,339,207 2,339,207 Distributable Reserve 34,578,917 34,578,917 Capital reserve - unrealised 10,731,225 10,731,225 Profit and Loss Account 391,306 181,237 572,543 Equity shareholders' funds 48,524,261 181,237 48,705,498 Basic and Diluted Net asset value per share Basic Diluted Basic Diluted Ordinary Shares 186.85p 176.85p 186.85p 176.85p 'C' Shares 67.18p 67.18p 67.70p 67.70p Note to reconciliation Under FRS 21 the proposed dividend is not recognised until it is declared and approved by the shareholders. Therefore £181,237 has been added to the profit and loss account and other creditors. Restatement of opening balances at 31 December 2004 At 1 January 2005 the Company adopted Financial Reporting Standard 21 The following is a reconciliation of the figures at 31 December 2004 previously reported under the applicable UK Accounting Standards and the Statement of Recommended Practice. Previously reported Restated 31 December 2004 Adjustments 31 December 2004 £ £ £ Non-current assets 34,212,249 34,212,249 Current assets 12,970,930 12,970,930 Creditors: amounts falling due within one (452,919) 185,272 (267,647) year Net assets 46,730,260 185,272 46,915,532 Capital and reserves Called up share capital 528,732 528,732 Share Premium Account 6,989,978 6,989,978 Distributable Reserve 29,675,485 29,675,485 Capital reserve - unrealised 8,309,277 8,309,277 Profit and Loss 1,226,788 185,272 1,412,060 Equity shareholders' funds 46,730,260 185,272 46,915,532 Net asset value per share (basic and diluted) Ordinary Shares 76.60p 76.60p 'C' Shares 93.41p 93.91p Note to reconciliation Under FRS 21 the proposed dividend is not recognised until it is declared and approved by the shareholders. Therefore £185,272 has been added to the profit and loss account and other creditors. 12. Impact of the introduction of FRS 25 and FRS 26 The financial information for the year ended 31 December 2005 has been prepared in accordance with Financial Reporting Standards 25 and 26. The introduction of these new standards has had the following impacts: Valuation: The assets held at fair value through the profit and loss by the company are valued at bid price rather than mid-market price as in prior periods. As at As at As at 31 December 1 January 1 January 2005 2005 2004 (unaudited) (unaudited) (unaudited) £ £ £ Valuation at bid 20,177,961 9,263,690 13,185,341 price Valuation at mid-market 20,848,084 9,812,980 13,453,829 price Difference (670,123) (549,290) (268,488) Transaction costs: Transaction costs incurred when purchasing or selling assets are now written off to the capital column of the Income Statement in the period they occur. Investment costs at 1 January 2005 included transaction costs of £15,577. In the restated opening balances as at 1 January 2005 these costs have been expensed to the distributable reserve. 13. Movement in Reserves for the year ended 31 December 2005 Called up Share Profit & share premium Distributable Revaluation loss account capital account reserve reserve reserve Total £ £ £ £ £ £ At 31 December 2004 (restated) 528,732 6,989,978 29,675,485 8,309,277 1,412,060 46,915,532 Effect of changes in accounting policy arising from the introduction of FRS 25 and FRS 26 - valuation - - - (549,290) - (549,290) - transaction costs - - (15,577) 15,577 - - At 1 January 2005 (restated) 528,732 6,989,978 29,659,908 7,775,564 1,412,060 46,366,242 Shares issued/(bought back) (18,628) 10,674 (1,450,629) - - (1,458,583) Realisation of previously unrealised - - - (142,641) 142,641 - diminution Decrease in unrealised appreciation - - - (2,358,802) - (2,358,802) Loss for the year - - - - (567,902) (567,902) Transfer to distributable reserve - - - (909,147) - 909,147 - current year Dividend - final for year ended 31 - - - - (185,272) (185,272) December 2004 At 31 December 2005 510,104 7,000,652 27,300,132 5,274,121 1,710,674 41,795,683 This information is provided by RNS The company news service from the London Stock Exchange
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