Final Results
Foresight VCT PLC
03 April 2007
FORESIGHT VCT PLC
PRELIMINARY ANNOUNCEMENT OF RESULTS
CHAIRMAN'S STATEMENT
During the year markets generally experienced benign trading conditions with
particular benefit to FTSE 250 midcap stocks. Technology stocks, however,
remained out of favour and the Company's quoted technology investments suffered
accordingly with several companies dropping in value during the period often
despite good underlying progress. In addition the unquoted investments fell from
£15.7 million to £14.8 million or 5.7% during the year, as several investments
reported difficult trading conditions and order delays which impacted underlying
profitability. Overall, the net asset value of the Ordinary Shares fund fell to
55.2 p per share (31/12/05: 58.7p) and the net asset value of the 'C' Shares
fund fell to 81.4 p per share (31/12/05: 91.7p).
Among the Company's quoted holdings, Oxonica, Corero (formerly Mondas), ANT and
smartFOCUS achieved strong trading progress. Oxonica reported a leap in revenues
from £1.2 million to £10.2 million. Corero recently announced operating profits
of approximately £400,000 on revenues of approximately £6.3 million in the year
ended 31 December 2006, which is a turnaround of just under £1.2 million from
the £770,000 operating loss incurred in the previous year. ANT increased
revenues by 48% to £3.7 million, reduced operating losses to £1.4 million (2005:
£2.2 million) and announced an important new relationship with Scientific
Atlanta. smartFOCUS increased revenues by 52% and delivered £918,000 in
operating profit. Trading progress at other quoted holdings was mixed. Sarantel
achieved a 43% increase in sales to £4.0m for the year to 30 September 2006, but
saw flat sales in the second half of that year and incurred increased losses of
£6.1 million from £5.3 million a year earlier. The company is winning new orders
but at a slower rate than originally envisaged. YooMedia reported improved
results for the six months ended 31 December 2006 as a result of cost savings
and higher revenues but its share price declined sharply.
Among the Company's unquoted portfolio companies, iCore and Covion made
encouraging progress and improved profitability in the period, while Aquasium
and Camwood suffered reductions in profits. iCore reported a near 40% sales
increase to £4.5m and a profit before tax of £296,000 in its year to 30 June
2006 as a result of contracts with large multinational companies. Progress has
been maintained in the current year with a further increase in profits expected.
Covion Holdings continued to win new orders for its facilities management
services from companies such as Britvic, Cooper Avon Tyres and Cosmetic
Outsourcing Solutions International. As a result Covion will report revenues in
excess of £20 million and profits in excess of £1 million for the year ended 31
December 2006.
During the period the Company made follow-on investments of £250,000 in
SkillsMarket Limited and £150,000 in High Integrity Solutions Limited.
Skillsmarket's product offering has been further developed since the original
investment in 2005 and as a consequence the prospects for revenue growth and
profitability in the medium term have improved. High Integrity Solutions made
progress in winning contracts for its software solutions for project engineers
but continues to operate at a loss.
Merger of the Ordinary Shares fund and the C Shares fund
Following the year end, I am pleased to report that shareholders voted in favour
of merging the Ordinary Shares fund and the 'C' Shares fund. The formal
conversion from existing Ordinary Shares and C Shares into new Ordinary Shares
took place on 16 January 2007 and new share certificates were issued along with
an explanatory letter shortly thereafter. The costs associated with the merger
were £53,000 (excl. VAT), which were well within the Board's expectation.
The merger will result in the simplification of internal and published accounts
and a reduction in the administration associated with the maintenance of two
funds as opposed to just one. Together with a new Board structure these measures
should result in cost savings to the Company, progress of which will be reported
in my next statement to shareholders.
At the Extraordinary General Meeting on 15 January 2007 shareholders also
approved the Company's name change to Foresight VCT plc from Foresight
Technology VCT plc.
Results
The results for the year from 1 January 2006 to 31 December 2006 are set out
below. The net asset value per Ordinary Share as at 31 December 2006 was 55.2p
(31 December 2005: 58.7p). The total return (after tax) attributable to
Ordinary Shareholders was a loss of 3.2p (31 December 2005: loss of 16.1p). The
net asset value per 'C' Share as at 31 December 2006 was 81.4p (31 December
2005: 91.7p) and the attributable return was a loss of 10.4p per 'C' Share (31
December 2005: loss of 1.15p).
Directors
As explained in the Circular to Shareholders, Roger Blears, Peter English and
David Royds resigned from the Board on 16 January 2007. I would like to thank
all three directors for their dedicated service over a number of years which has
contributed greatly to the success of the Company.
Following a review of the Board composition, Gordon Humphries was appointed as a
Director by a Committee of the Board on 9 March 2007. Gordon has been involved
with investment companies for over 15 years. He is currently head of investment
companies at Standard Life Investments and before that was deputy head of
investment trusts at F&C Asset Management plc. The Directors believe that
Gordon's experience will complement the skill set of the existing Board and I am
delighted to welcome him to the Board.
Dividend
The Company paid an interim dividend of 2.0p per 'C' Share for the year ended 31
December 2006 to 'C' Shareholders on 26 January 2007 (2005: Ordinary Shares
0.50p, 'C' Shares Nil). 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 ended 31 December
2006.
Ordinary Shares fund
YooMedia, as a result of a number of acquisitions over the past two years, has
developed from a small business with revenues of less than £1 million to one
with revenues of more than £60 million for the year ended 31 December 2006.
Following several disappointing trading statements and dilutive fund raisings,
however, its share price performed poorly falling from 7p at 31 December 2005 to
1.75p as at 31 December 2006. This fall in YooMedia resulted in a net decrease
of approximately £900,000 in the value of the Ordinary Shares fund since 31
December 2005.
During the year two follow-on investments were made in TheSkillsMarket Limited
(£80,001) and High Integrity Solutions (£45,000) respectively.
'C' Shares fund
Oxonica, currently the largest holding in the portfolio at 29.2% as a result of
a strong share price performance, recently reported its annual results which
showed an eightfold increase in sales to £10.2 million and reduced operating
losses to £3,245,000 (2005: £4,504,00) and were in line with market expectations
for the year ended 31 December 2006. Revenue and cash flow were positively
impacted by the Petrol Ofisi and Becton Dickinson transactions completed in the
second half of the year and as a result, the company's year end cash position
was ahead of expectations. Despite its trading progress, Oxonica's share price
fell in the period, resulting in a portfolio loss of £1,137,000.
Corero recently announced that it had made strong progress for the year ended 31
December 2006, achieving record revenues and profits. The Blue Curve division
(formerly a Foresight portfolio company) had a particularly successful year,
more than doubling its revenues compared to 2005. Significant licence revenues
have been derived both from existing customers, and from new clients added
during the year. The Company produced operating profits of approximately
£400,000 on revenues of approximately £6.3 million in the year ended 31 December
2006, which is a turnaround of just under £1.2million from the £770,000
operating loss incurred in the previous year. It also reported that all business
units were profitable. Corero has also substantially improved its working
capital position and operating cashflow is positive, putting it in an excellent
position to take advantage of the momentum built during the year and the
opportunities that have been created across all its business units.
smartFOCUS recently announced strong revenue growth for 2006 with an increase of
approximately 52% compared to 2005. It made a profit of £918,000 in 2006
compared to a loss of £19,000 in 2005.
Within the unquoted portfolio, the most significant movements were decreases in
the valuations of Aquasium Technology Limited (£1,615,000) and Camwood Limited
(£761,000). Aquasium fell as a result of order delays which impacted current
year profits, whilst Camwood's profits declined as it continued to invest in its
new product offerings. Following the recent release of Microsoft Vista, the
company expects an increase in demand for its products and services in 2007/8.
The valuation of Covion Holdings, which supplies facilities management services
to a range of blue chip clients, increased by £1,139,000 in the year as it
continued to win new contracts and generate increased profits.
During the year two follow-on investments were made in TheSkillsMarket Limited
(£169,999) and High Integrity Solutions (£105,000) respectively.
The Combined Portfolio
The combined portfolio contains several companies of outstanding quality, such
as Oxonica, as well as several other holdings which your Manager is optimistic
may receive approaches during the current year which could result in a sale thus
generating liquidity for the fund
Valuation Policy
Investments held by the company have been valued in accordance with the
International Private Equity and Venture Capital Valuation Guidelines (IPEVC)
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 OFEX are valued at the bid price
as at 31 December 2006. 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 26,468 Ordinary Shares under the Dividend
Investment Scheme raising approximately £14,000 in aggregate. These shares were
issued under the new VCT provisions that commenced on 6 April 2006, namely: 30%
upfront income tax relief which can be retained by qualifying investors if the
shares are held for the minimum five year holding period.
As part of the Company's active buyback programme, 339,412 Ordinary Shares were
purchased for cancellation at an approximate cost of £163,000, and at an
approximate discount to NAV of 10%. Furthermore, 930,000 'C' Shares were
purchased for cancellation at an approximate cost of £773,000, also at an
approximate discount to NAV of 10%.
Change of Auditor
The Company changed its auditor during July 2006 from KPMG Audit plc to Ernst &
Young LLP. I would like to take this opportunity to thank KPMG for all their
work over the last 8 years.
Annual General Meeting
The Company's Annual General Meeting will take place on 16 May 2006. I look
forward to welcoming you at the meeting, which will be held in London.
Outlook
As noted earlier, although the market in which Foresight VCT operates continues
to be buoyant in terms of potential new investment opportunities, both the
Ordinary and 'C' Share funds are now considered to be fully invested. Whilst
your manager continues to monitor new opportunities it is currently limiting any
further commitments to existing portfolio companies.
Following the merger of the Ordinary Shares and 'C' Shares funds, as noted
earlier, in future reports I will be reviewing the fund as one combined
portfolio rather than two.
Despite volatile stock markets, merger and acquisition activity remains buoyant
and Foresight Venture Partners will continue to actively investigate liquidity
opportunities within the portfolio.
Peter Dicks
Chairman
3 April 2007
Unaudited Non-Statutory Analysis between the Ordinary Shares and 'C' Shares
Funds
Profit and Loss Accounts
for the year ended 31 December 2006
Ordinary Shares fund 'C' Shares fund
Revenue Capital Total Revenue Capital Total
£ £ £ £ £ £
Losses on investments - (330,436) (330,436) - (2,804,476) (2,804,476)
Income 170,796 - 170,796 326,839 - 326,839
Investment Management Fees (50,768) (152,304) (203,072) (199,635) (598,904) (798,539)
Other Expenses (111,260) - (111,260) (390,625) - (390,625)
Return on ordinary activities 8,768 (482,740) (473,972) (263,421) (3,403,380) (3,666,801)
before taxation
Tax on ordinary activities (477) 477 - - - -
Return attributable to equity 8,291 (482,263) (473,972) (263,421) (3,403,380) (3,666,801)
shareholders
Return per share 0.06p (3.23)p (3.17)p (0.75)p (9.63)p (10.38)p
Balance Sheets
as at 31 December 2006
Ordinary 'C' Shares fund
Shares fund
£ £ £ £
Non-current assets
Assets held at fair value 6,549,381 27,010,649
through profit or loss -
investments
Current assets
Debtors and prepayments 392,351 749,735
Current investments 1,349,987 1,243,782
Cash at bank 12,499 21,593
1,754,837 2,015,110
Creditors: amounts falling due (132,452) (540,294)
within one year
Net current assets 1,622,385 1,474,816
Net assets 8,171,766 28,485,465
Capital
Called up share capital 147,913 349,761
Reserves
Share premium account 4,060,624 2,953,685
Special distributable reserve 3,939,794 19,845,997
Revaluation reserve (1,172,325) 4,468,716
Profit and loss account 1,195,760 867,306
8,171,766 28,485,465
No of shares in issue 14,791,348 34,976,091
Net asset value per 1p share: 55.25p 81.44p
Reconciliation of Movements in Shareholders' Funds
For the year ended 31 December 2006
Ordinary Shares fund 'C' Shares fund
Year to 31 December Year to 31
2006 December 2006
£ £
Opening Shareholders' funds 8,870,612 32,925,071
Net share capital (bought back)/subscribed for in the year (149,353) (772,805)
Loss for the year (473,972) (3,666,801)
Final dividend paid for previous year (75,521) -
Closing Shareholders' Funds at 31 December 2006 8,171,766 28,485,465
Profit and Loss Account
For the year ended 31 December 2006
31 December 2006 31 December 2005
Revenue Capital Total Revenue Capital Total
£ £ £ £ £ £
Unrealised losses on - (3,353,701) (3,353,701) - (2,358,802) (2,358,802)
investments
Gains/(losses) on - 218,789 218,789 - (330) (330)
realisation of
investments
Income 497,635 - 497,635 931,592 - 931,592
Investment management (250,403) (751,208) (1,001,611) (263,824) (791,471) (1,055,295)
fees
Other expenses (501,885) - (501,885) (443,869) - (443,869)
(Loss)/profit before (254,653) (3,886,120) (4,140,773) 223,899 (3,150,603) (2,926,704)
taxation
Taxation (477) 477 - (28,935) 28,935 -
(Loss)/profit for the (255,130) (3,885,643) (4,140,773) 194,964 (3,121,668) (2,926,704)
year
Earnings per share:
Ordinary Shares (3.17)p (16.12)p
'C' Shares (10.38)p (1.15)p
All items in the above statement derive from continuing operations. The total
column represents the Company's profit and loss account. The supplementary
revenue and capital columns are presented for information purposes as
recommended by the guidance note issued by the Association of Investment
Companies.
There are no other recognised gains and losses in the year.
Balance Sheet
as at 31 December 2006
31 December 2006 31 December 2005
£ £ £ £
Non-Current Assets
Assets held at fair value through 33,560,030 37,926,957
profit or loss - Investments
Current Assets
Debtors and prepayments 871,954 1,227,718
Current investments 2,593,769 2,749,170
Cash at bank 34,092 161,923
3,499,815 4,138,811
Creditors: amounts falling due (402,614) (270,085)
within one year
Net current assets 3,097,201 3,868,726
Net assets 36,657,231 41,795,683
Capital and reserves
Called up share capital 497,674 510,104
Share premium account 7,014,309
7,000,652
Special distributable reserve 23,785,791 27,300,132
3,296,391 5,274,121
Revaluation reserve
Profit & loss account 2,063,066 1,710,674
Equity shareholders' funds 36,657,231 41,795,683
Net asset value per share of 1
pence each:
Ordinary Shares 55.25p 58.73p
'C' Shares 81.44p 91.70p
Cash Flow Statement
for the year ended 31 December 2006
31 December 2006 31 December 2005
£ £ £ £
Operating activities
Dividends received 6,260 71,610
Deposit and similar interest 477,037 655,076
Other cash receipts 7,360 7,360
Investment management fees paid (717,786) (1,097,933)
Other cash payments (494,578) (721,707) (472,437) (836,324)
Net cash outflow from operating activities
Investing activities
Purchase of non-current investments (400,000) (7,090,800)
Sale of non-current investments 1,927,742 198,163
Net cash inflow/ (outflow) from investing 1,527,742 (6,892,637)
activities
Net cash inflow/ (outflow) before financing and 806,035 (7,728,961)
liquid resource management
Management of liquid resources
Decrease in current investments 155,401 9,457,841
Financing
Purchase of own shares (1,027,667) (1,446,051)
Issue of shares (net of expenses) 13,921 10,791
Equity dividends paid (75,521) (185,241)
(1,089,267) (1,620,501)
Net (decrease)/increase in cash (127,831) 108,379
Reconciliation of Movements in Shareholders' Funds
for the year ended 31 December 2006
Year to 31 December Year to 31 December
2006 2005
£ £
Opening shareholders' funds 41,795,683 46,366,242
Net share capital (bought back)/subscribed for in the year (922,158) (1,458,583)
Loss for the year (4,140,773) (2,926,704)
Final dividend paid for previous year (75,521) (185,272)
Closing Shareholders' funds at 31 December 2006 36,657,231 41,795,683
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 Company paid an interim dividend of 2.0p per 'C' Share for the year
ended 31 December 2006 on 26 January 2007 (2005: Ordinary Shares 0.50p, 'C'
Shares Nil). 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 ended 31 December
2006.
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 Blackrock Inc., 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 2006 has been allocated
to the Ordinary Shares fund. Basic net asset value per Ordinary Share is based
on net assets of £8,171,766 (31/12/2005 - £8,870,612) of the Ordinary Shares
fund at the year end, and on 14,791,348 (2005: 15,104,292) 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 £28,485,465 (31/12/2005 - £32,925,071)
of the 'C' Shares fund at the year end, and on 34,976,091 (2005: 35,906,091) '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 £4,140,773
(2005: loss of £2,926,704) comprising a loss on the Ordinary Shares fund after
taxation of £473,972 (2005: loss of £2,508,285) and a loss after taxation on the
'C' Shares fund of £3,666,801 (2005: loss of £418,419). The basic earnings per
Ordinary Share is based on the net loss from ordinary activities and on
14,913,380 (2005: 15,560,442) 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 35,337,543 (2005: 36,381,420) '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 £8,291 (2005: net revenue of £113,631)
and on 14,913,380 (2005: 15,560,442) 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 loss from 'C' Share fund activities after taxation of
£263,421 (2005: net revenue of £81,333) and on 35,337,543 (2005: 36,381,420) '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 £8,903 (2005: £nil), on net unrealised capital losses of £339,339 (2005:
losses of £2,425,405) and capitalised management fees less associated tax relief
of £151,827 (2005: £196,511) on the Ordinary Shares fund and on 14,913,380
(2005: 15,560,442) Ordinary Shares. The capital return per 'C' Share is based on
the net realised capital gains of £209,886 (2005: gains of £25,161), on net
unrealised capital losses of £3,014,362 (2005: gains of £66,603) and capitalised
management fees less associated tax relief of £598,904 (2005: £591,516) on the '
C' Shares fund and on 35,337,543 (2005: 36,381,420) 'C' Shares.
8. The financial information set out in these statements does not
constitute the Company's statutory accounts for the year ended 31 December 2006
but is derived from those accounts and is prepared on the same basis as set out
in the previous year's annual accounts. Statutory accounts for the year ended
31 December 2005 have been delivered to the Registrar of Companies and those for
2006 will be delivered following the Company's Annual General Meeting. The
previous auditors, KPMG Audit plc, have reported on the 2005 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 ECA Court, 24-26 South Park, Sevenoaks, Kent
TN13 1DU.
10. The Annual General Meeting will be held at 12.30pm on 16 May 2007 at One
Jermyn Street, London SW1Y 4UH.
11. Movement in Reserves
for the year ended 31 December 2006
Profit &
Called up Share Special Revaluation loss account
share premium distributable
capital account reserve reserve reserve Total
£ £ £ £ £ £
At 1 January 2006 510,104 7,000,652 27,300,132 5,274,121 1,710,674 41,795,683
Shares issued/(bought back) (12,430) 13,657 (923,385) - - (922,158)
Realisation of previously unrealised - - - 1,375,971 (1,375,971) -
diminution
Loss for the year - - - (3,353,701) (787,072) (4,140,773)
- - (2,590,956) - 2,590,956 -
Transfer to distributable reserve -
current year
Dividend - final for year ended 31 - - - - (75,521) (75,521)
December 2005
At 31 December 2006 497,674 7,014,309 23,785,791 3,296,391 2,063,066 36,657,231
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