Interim Results

Foresight Technology VCT PLC 9 May 2002 Foresight Technology VCT plc Interim Report For the period ended 31 March 2002 I have pleasure in enclosing the interim report of Foresight Technology VCT plc for the period from 1 October 2001 to 31 March 2002. The results are set out below. The total return (after tax) attributable to Ordinary Shareholders was a gain of 12.22 pence per Ordinary Share (31 March 2001: 144.51p). The net asset value as at 31 March 2002 was 108.52 pence per Ordinary Share (31 March 2001: 65.96p). With regard to the holders of 'C' Shares the attributable return to 'C' Shareholders was a loss of 5.26 pence per 'C' Share (31 March 2001: 4.06p) and the net asset value, after the interim dividend referred to below, as at 31 March 2002 was 73.87 pence per 'C' Share, (31 March 2001: 87.47p). I am pleased to report that the Company will pay a 1.00 pence dividend (net) per 'C' Share, based on the results for the period to 31 March 2002, to 'C' Shareholders on the register on 17 May 2002. This dividend will be paid on 7 June 2002. No dividend is, at present, payable on the Ordinary Shares, but you will recall that a dividend equal to the starting capital of the Company of 100 pence per Ordinary Share was paid in May 2000. Set out on the following pages are brief details of the investments within the Ordinary Shares fund and the 'C' Shares fund. With the slow down in the new issue market companies needing finance are increasingly attracted to private equity providers and your advisers, VCF LLP, are continuing to see a strong flow of investment opportunities. During the six months to 31 March 2002, the Company made five investments including one follow-on investment from the 'C' Shares fund at a total cost of Â£4.1 million. The current earnings outlook for technology companies continues to be uncertain with companies adversely affected by the general reduction in technology spending. There are, however, some signs that the situation may be stabilising but sectors such as telecoms continue to be weak. I would like to take this opportunity to invite all shareholders and warrantholders to an investor presentation to be held by the Company on 17 June 2002 at 12.00pm at the London Stock Exchange Plc, Stock Exchange Tower, Old Broad Street, London EC2N 1HP. By this time, the Ordinary Shares fund will be approaching its fifth anniversary and, particularly given the difficult period experienced in the markets over the last year or two, we considered it would be a good time to give shareholders and warrantholders an overall portfolio presentation. Your investment advisers will give presentations on both the Ordinary Shares fund and 'C' Shares fund portfolios with an opportunity to ask questions. I look forward to seeing you on 17 June and thank all shareholders and warrantholders for your continuing support. Peter Dicks Chairman 9 May 2002 Investment Summary THE VENTURE CAPITAL FUNDS VCF LLP advises the Company in respect of investments made within the Ordinary Shares fund and the 'C' Shares fund. VCF LLP continues to trade as VCF Partners after transferring its business to a new regulated entity which is a limited liability partnership on 1 April 2002. The obligations under the Investment Advisers' Agreement dated 14 October 1999 have been transferred to VCF LLP under a Novation Agreement dated 1 April 2002. During the six months ended 31 March 2002, four new investments and one further investment were made from the 'C' Shares fund at a total cost of Â£4.1 million. The full investment portfolio of both funds as at 31 March 2002 is detailed below. ORDINARY SHARES FUND 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 significant new orders from the North American market, the company is now trading profitably. Results from the latest audited accounts for the year ended 31 December 2000: loss before tax Â£2,927,000 net assets (Â£599,000). Date of Amount invested Valuation % Equity/ Loan % of Ordinary Investment including Voting Stock Shares Loan Stock Rights Portfolio Jul 98, Jun 00, Â£1,190,000 Cost 18.6% Â£440,000 10% 8.44% Oct 00 & Jul 01 Unsecured Actimax plc Supplies digital telecommunications systems to small and medium sized customers. The cmpany installs complex computer and telephone combined systems using components from suppliers such as Ascom, Lucent and Intertel. The company won the Integrated Dealer of the Year Award 2001 and is now trading profitably. Results from the latest audited accounts for the period ended 31 December 2000: loss before tax Â£171,600, net liabilities Â£502,880. Date of Amount invested Valuation % Equity/ Loan % of Ordinary Investment including Voting Stock Shares Loan Stock Rights Portfolio Nov 98 &, Â£600,000 Cost 42.0% Â£120,000 10% 4.26% Mar 00 Unsecured Survey and Development Services Limited Is a specialist geo-spatial data software products and services company which serves the growing market for digital mapping and geographical information system databases. The products include a software system which creates digital maps and a system that uses satellite positioning in conjunction with video for recording facilities for utilities. The company converts existing maps into digital format. The company continues to experience difficult trading conditions and has a proposed financing under negotiation. Results from the latest audited accounts for the year ended 30 June 2000: loss before tax Â£79,773, net assets Â£837,152. Date of Amount invested Valuation % Equity/ Loan % of Ordinary Investment including Voting Stock Shares Loan Stock Rights Portfolio Dec 98, Dec 00 Â£700,000 Â£100,000 29.3% Â£200,000 0.71% & Apr 01 Redeemable Creature Laboratories Limited Has a range of entertainment software products under development. The technology also relates to new platforms such as toys, mobile phones and digital television. The board has reduced the valuation of this investment due to the company's difficulties with trading and further fund raising. Results from the latest audited accounts for the 16 months ended 31 December 2000: loss before tax Â£3,956,143, net liabilities Â£772,426. Date of Amount invested Valuation % Equity/ Loan % of Ordinary Investment including Voting Stock Shares Loan Stock Rights Portfolio Jan 99 & Â£1,500,000 Â£250,000 11.1% Â£500,000 1.77% Sep 00 Convertible Advanced Composites Group Limited Is a well 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. After two years of growing profits, the company has now been valued at Â£7.9 million on a PE basis, using an index of comparable companies after an appropriate discount. This change in valuation is in accordance with BVCA guidelines. Results from the latest consolidated audited accounts for the year ended 31 August 2001: profit before tax Â£2,713,000, net assets Â£7,127,000. Date of Amount invested Valuation % Equity/ % of Ordinary investment Voting Rights Shares Portfolio Mar 99, Oct 99 Â£1,622,978 Â£7,868,246 27.5% 55.82% & Jul 00 YooMedia plc (formerly e-district.net 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 was floated on the AIM market in March 2000 at a valuation of Â£149.7 million - when Foresight sold 6,623,030 shares to raise Â£12.4 million net of expenses. The company recently signed a contract with Sky to provide BSkyB's wholly owned channels with a comprehensive enhanced TV chat solution. Results from the latest audited accounts for the year ended 31 December 2000: loss before tax Â£2,192,853, net assets Â£12,744,786. Date of Amount invested Valuation % Equity/ % of Ordinary investment Voting Rights Shares Portfolio Mar 99 Â£341,319 Â£1,887,589 18.6% 13.39% Telecom plus plc (listed on the London Stock Exchange) Offers low cost telephone services to private subscribers using relationship marketing as a means of obtaining new customers. Services currently offered include the provision of fixed wire and cellular phone services with the company acting as a switchless reseller and the domestic supply of gas allowing customers to buy several utility services from one source. Foresight currently holds 1,250,000 ordinary shares in the company after converting Â£250,000 of loan stock, part of its original investment of Â£475,000, into ordinary shares in December 2000. Results from the latest audited accounts for the year ended 31 March 2001: profit before tax Â£2,510,000, net assets Â£7,537,000. Date of Amount invested Valuation % Equity/ % of Ordinary investment Voting Rights Shares Portfolio Jun 99 Â£475,000 Â£1,162,500 2.5% 8.25% 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. Foresight invested Â£500,000 in a placing in July 2000 and currently holds 400,000 ordinary shares in the company. Results from the latest audited accounts for the 15 month period ended: 31 March 2001: loss before tax Â£1,111,000, net assets Â£4,398,000. Date of Amount invested Valuation % Equity/ % of Ordinary investment Voting Rights Shares Portfolio Jul 00 Â£500,000 Â£300,000 4.2% 2.13% 'C' SHARES FUND Travelstore.com plc Provides an online service for making business travel arrangements. It offers a range of features for corporate and small business travellers including 24 hour telephone support. The company has recently started focusing on generating sales of its travel booking software to second tier airlines. The Board believes it is prudent to further write down the investment to reflect the current values of companies in the on-line travel sector. Results from the latest audited accounts for the year ended 31 March 2001: loss before tax Â£11,896,915, net assets Â£5,678,433. Date of Amount invested Valuation % Equity/ % of 'C' investment Voting Rights Shares Portfolio Dec 99 Â£1,339,000 Â£50,000 3.5% 0.20% 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 merger announced in December 2001 with themutual.net plc has fallen through due to irreconcilable differences between the management teams. The board believes it is prudent to further write down this investment to reflect the current values of companies relying on the on-line advertising market. Results from the latest audited accounts for the year ended 31 March 2001: loss before tax Â£709,815, net assets Â£198,756. Date of Amount invested Valuation % Equity/ % of 'C' investment Voting Rights Shares Portfolio Apr 00 Â£1,000,000 Â£50,000 15.0% 0.20% UK Directory (Holdings) Limited (OFEX Listed) Operates an internet based directory of business websites, available on-line through the portal www. ukdirectory.co.uk and offline via the publication of a nationally distributed magazine available from WH Smith. Foresight currently holds two million ordinary shares in the company. On 29 November 2001, UK Directory (Holdings) Limited's shares were suspended from trading on OFEX. The company has subsequently decided to withdraw temporarily from the OFEX market with a view to rejoining the market on completion of a suitable acquisition. Results from the latest audited accounts for the year ended 31 August 2001: loss before tax Â£1,917,361, net assets Â£488,717. Date of Amount invested Valuation % Equity/ % of 'C' investment Voting Rights Shares Portfolio Apr 00 Â£1,000,000 Â£35,000 9.9% 0.14% themutual.net plc (AIM Listed) Operates a financial information website and sells targeted advertising by email aimed at their online investors. themutual.net's shares were listed on the AIM market in June 2000. The merger announced with KeepAhead Limited has fallen through due to irreconcilable differences between the management teams. Foresight currently holds 342,730,249 ordinary shares in the company. Results from the latest audited accounts for the year ended 30 April 2001: loss before tax Â£1,221,100, net assets Â£561,928. Date of Amount invested Valuation % Equity/ % of 'C' investment Voting Rights Shares Portfolio Jun 00 Â£500,000 Â£188,502 9.3% 0.77% FFastFill plc (AIM Listed) Is a software company that develops sophisticated trading solutions for futures and options traders, brokers and risk managers. Its system has three key features; firstly, Windows NT trading screen with sophisticated proprietary pricing calculation and strategy functions; secondly, N&K management software allowing management to monitor, limit and even reverse positions in real time; and thirdly, connectivity to exchanges. Recent indications point to improved trading conditions for the company. Foresight holds 914,070 ordinary shares in the company. Results from the latest audited accounts for the year ended 31 March 2001: loss before tax Â£5,105,274, net assets Â£12,362,446. Date of Amount invested Valuation % Equity/ % of 'C' investment Voting Rights Shares Portfolio Jul 00 Â£500,000 Â£36,563 2.0% 0.15% Sarantel Limited Seeks to become a market leader in the design and manufacture of a range of mobility antenna products which include GPS antennas, BlueToothTM antennas and 3rd Generation UMTS antennas. The company's technology enhances the performance of mobile phones and other wireless devices by reducing the amount of electromagnetic energy absorbed by the user. Foresight invested a further Â£185,185 in a second round of fundraising by the company in March 2002. Results from the latest audited accounts for the year ended September 2001: loss before tax Â£1,959,012, net assets Â£1,079,012. Date of Amount invested Valuation % Equity/ Loan % of 'C' Investment including Voting Stock Shares Loan Stock Rights Portfolio Sep 00, Apr 01, Â£1,185,185 Cost 8.2% Â£1,060,555 4.86% Jun 01 & Mar 02 Secured 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 200,000 ordinary shares in the company in addition to the loan stock. Results from the latest audited accounts for the year ended 30 April 2001: loss before tax Â£1,504,042, net assets Â£3,462,338. Date of Amount invested Valuation % Equity/ Loan % of 'C' Investment including Voting Stock Shares Loan Stock Rights Portfolio Oct 00 Â£1,000,000 Â£902,000 7.7% Â£900,000 3.70% Convertible Callserve Communications plc Is a voice over IP telecoms network and service provider which enables telephone calls to be made from a PC via the internet to any phone worldwide. The recent trading performance of the company has been encouraging. Results from the latest audited accounts for the year ended 31 March 2001: loss before tax Â£7,132,410, net assets Â£4,521,338. Date of Amount invested Valuation % Equity/ % of 'C' investment Voting Rights Shares Portfolio Oct 00 Â£500,000 Cost 1.3% 2.05% iDesk plc Provides telcos, ISPs and other blue chip customers with outsourced technical help desks, operated from a call centre in London. iDesk also sells its proprietary and licensed CRM software and provides electronic billing services. Over the last year the company experienced a severe and sustained fall in demand for outsourced call centre services. As a result, the company's revenue reduced by 90% through 2001. Despite cost reductions, trading losses exhausted the company's cash resources and resulted in the appointment in April 2002 of administrative receivers. Results from the latest audited accounts for the 17 month period ended 31 December 2000: loss before tax Â£7,534,017, net assets of Â£8,882,659. Date of Amount invested Valuation % Equity/ % of 'C' investment Voting Rights Shares Portfolio Nov 00 Â£500,000 Nil 1.6% - 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 now trading profitably. Results from the latest audited accounts for the year ended 30 June 2001: loss before tax Â£644,942, net assets Â£5,942. Date of Amount invested Valuation % Equity/ % of 'C' investment Voting Rights Shares Portfolio Dec 00 Â£750,000 Cost 16.8% 3.07% Heritage Image Partnership Limited Is creating a library of images available to customers over the internet and has exclusive access to the content from five heritage institutions including The British Library and the Science Museum. The images are sold chiefly to companies in the media, advertising and design sectors. Since its launch in April 2001 demand has been below expectations. The company is therefore seeking to develop through acquisition or merger. The investment has been written down to the value of its remaining cash resources. Results from the latest audited accounts for the 11 month period ended 31 December 2000: loss before tax Â£1,376,794, net liabilities Â£1,375,795. Date of Amount invested Valuation % Equity/ % of 'C' investment Voting Rights Shares Portfolio Mar 01 Â£950,000 Â£316,667 18.7% 1.30% Monactive Limited Is a provider of software asset management tools 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 their software licensing costs whilst demonstrating legal compliance. This cost reduction benefit has enabled the company to double its revenue over the last year. Results from the latest audited accounts for the year ended 31 July 2001: loss before tax Â£320,800, net liabilities Â£287,249. Date of Amount invested Valuation % Equity/ Loan % of 'C' Investment including Voting Stock Shares Loan Stock Rights Portfolio Mar 01 Â£750,000 Cost 17.6% Â£375,000 3.07% ANT Limited Is a software company that develops embedded browsers 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. As a result of difficult trading conditions, the company will need to raise further equity finance in the coming year. The valuation has been adjusted to reflect the position that any further fund raising may dilute our current shareholding. Results from the latest audited accounts for the year ended 31 December 2000: loss before tax Â£848,332, net assets Â£956,306. Date of Amount invested Valuation % Equity/ Loan % of 'C' Investment including Voting Stock Shares Loan Stock Rights Portfolio Jul 01 Â£1,000,000 Â£900,000 5.3% Â£900,000 3.69% Blue Curve Research.net Limited Is a software company that sells its products and services to investment banks and fund managers to automate the production and distribution of research material. Analysis is a key customer retention tool for investment banks but is also a major cost. The company's software cuts costs and is therefore in demand, particularly when investment bank spending is under pressure. Results from the latest audited accounts for the year ended 31 December 2000: loss before tax Â£848,332, net assets Â£956,306. Date of Amount invested Valuation % Equity/ Loan % of 'C' Investment including Voting Stock Shares Loan Stock Rights Portfolio Oct 01 Â£1,000,000 Cost 23.7% Â£666,667 4.10% Secured Aquasium Technology Limited Aquasium Technology Limited is a Newco formed by an MBI team to acquire two businesses from Smiths Group plc. The main business, Cambridge Vacuum Engineering Limited designs, manufactures and markets electron beam welding and vacuum furnace equipment. No audited accounts are available as the company was incorporated in June 2001. The company however, has traded profitably since then. Date of Amount invested Valuation % Equity/ Loan % of 'C' Investment including Voting Stock Shares Loan Stock Rights Portfolio Oct 01 Â£1,000,000 Cost 33.3% Â£666,667 4.10% Secured SmartFocus Limited Provides analytic software to support targeting and execution of marketing campaigns. SmartFOCUS is an established solution provider in this area, with 300 customers including Bank of Scotland, Boots Opticians and Avis Europe. Results from the latest audited accounts for the year ended 31 December 2001: loss before tax Â£73,726, net assets Â£127,406. Date of Amount invested Valuation % Equity/ Loan % of 'C' Investment including Voting Stock Shares Loan Stock Rights Portfolio Dec 01 Â£1,000,000 Cost 20.0% Â£666,667 4.10% 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 involved also in the use of mathematical modelling techniques for card payments and other fraud detection. Results from the latest audited accounts for the year ended 31 March 2001: loss before tax Â£583,462, net assets Â£1,637,515. Date of Amount invested Valuation % Equity/ % of 'C' investment Voting Rights Shares Portfolio Feb 02 Â£900,000 Cost 9.0% 3.69% Associated Funds VCF Partners also advise TriVest VCT plc in respect of investments. Investments have been made by TriVest VCT plc in iDesk plc (Â£250,000), Heritage Image Partnership Limited (Â£300,000), Monactive Limited (Â£250,000), ANT Limited (Â£1 million), Hillgate (225) Limited, the holding company of Blue Curve Research.net Limited (Â£500,000), Aquasium Technologies Limited (Â£500,000), SmartFocus Limited (Â£500,000), Alaric Systems Limited (Â£400,000) and Sarantel Limited (Â£172,840). Unaudited Non-Statutory Analysis between the Ordinary Shares and 'C' Shares Funds Statements of Total Return For the six month period ended 31 March 2002 Ordinary Shares Fund 'C' Shares fund Revenue Capital Total Revenue Capital Total Â£ Â£ Â£ Â£ Â£ Â£ Gains and losses on investments - 1,757,154 1,757,154 - (1,901,884) (1,901,884) Income 17,069 - 17,069 697,018 - 697,018 Investment management fees (34,515) (103,548) (138,063) (85,880) (257,640) (343,520) Other expenses (36,921) - (36,921) (153,683) - (153,683) ------------ ------------ ------------- ------------ ------------ ------------ Return on ordinary activities before taxation (54,367) 1,653,606 1,599,239 457,455 (2,159,524) (1,702,069) Tax on ordinary activities 10,873 20,710 31,583 (100,476) 51,528 (48,948) ------------ ------------ -------------- ------------ ------------ ------------ Return attributable to equity shareholders (43,494) 1,674,316 1,630,822 356,979 (2,107,996) (1,751,017) Dividends in respect of equity shares - - - (333,012) - (333,012) ------------ --------------- --------------- ------------ -------------- ------------- Transfer (from)/to reserves (43,494) 1,674,316 1,630,822 23,967 (2,107,996) (2,084,029) ------------ --------------- --------------- ------------ -------------- ------------- Return per share (0.33)p 12.55p 12.22p 1.07p (6.33)p (5.26)p Balance Sheets as at 31 March 2002 Ordinary Shares fund 'C' Shares fund Â£ Â£ Â£ Â£ Fixed assets Investments 13,358,335 21,376,517 Monies held pending investment 737,381 3,020,237 ------------ ------------ 14,095,716 24,396,754 Current assets Debtors and prepayments 295,963 652,010 Cash at bank 108,583 150,894 ------------ ------------- 404,546 802,904 Creditors: amounts falling due within one (72,236) (601,633) year ------------ ------------- Net current assets 332,310 201,271 -------------- -------------- Net assets 14,428,026 24,598,025 -------------- -------------- Capital and reserves Called up share capital 132,950 333,012 Share premium account 5,622,319 25,968,137 Cancelled share premium account 2,153,213 3,660,019 Revaluation reserve 6,426,383 (5,513,346) Profit and loss account 93,161 150,203 ------------- -------------- Equity shareholders' funds 14,428,026 24,598,025 ------------- -------------- No. of shares in issue: 13,295,024 33,301,219 Net asset value per share of 1 pence each: 108.52p 73.87p Unaudited Profit and Loss Account for the period ended 31 March 2002 Six months to 31 March 2002 Six months to 31 March 2001 (unaudited) (restated and unaudited) Revenue Capital Total Revenue Capital Total Â£ Â£ Â£ Â£ Â£ Â£ Losses on realisation of investments - (53,268) (53,268) - (202,846) (202,846) Income 714,087 - 714,087 959,671 - 959,671 Investment management fees (120,395) (361,188) (481,583) (169,893) (509,678) (679,571) Other expenses (190,604) - (190,604) (271,847) - (271,847) ------------ ------------ ------------ ------------ ------------ ------------ Profit/(loss) on ordinary activities before taxation 403,088 (414,456) (11,368) 517,931 (712,524) (194,593) Tax on ordinary activities (89,603) 72,238 (17,365) (101,036) 101,936 - ------------ ------------ ------------ ------------ ------------ ------------ Profit/(loss) on ordinary activities after taxation 313,485 (342,218) (28,733) 415,995 (610,588) (194,593) Dividends (333,012) - (333,012) (656,927) - (656,927) ------------ ------------ ------------ ------------ -------------- -------------- Retained loss for the period transferred from reserves (19,527) (342,218) (361,745) (240,932) (610,588) (851,520) ------------ ------------ ------------ ------------ ------------- -------------- Earnings per share: Ordinary (0.88)p (1.61)p Shares 'C' Shares 0.27p 0.05p Year ended 30 September 2001 (audited) Revenue Capital Total Â£ Â£ Â£ Losses on realisation of investments - (116,655) (116,655) Income 1,849,786 - 1,849,786 Investment management fees (291,728) (875,183) (1,166,911) Other expenses (422,937) - (422,937) ------------ ------------ ------------ Profit/(loss) on ordinary activities before taxation 1,135,121 (991,838) 143,283 Tax on ordinary activities (223,185) 175,038 (48,147) ------------ ------------ ------------ Profit/(loss) on ordinary activities after taxation 911,936 (816,800) 95,136 Dividends (1,500,926) - (1,500,926) ------------ ------------ ------------ Retained loss for the period transferred from reserves (588,990) (816,800) (1,405,790) ------------ ------------ ------------ Earnings per share: Ordinary (1.82)p Shares 'C' Shares 1.02p Statement of Total Recognised Gains and Losses for the period ended 31 March 2002 Six months to 31 March 2002 Six Months to 31 March 2001 (unaudited) (restated and unaudited) Revenue Capital Total Revenue Capital Total Â£ Â£ Â£ Â£ Â£ Â£ Profit/(loss) for the 313,485 (342,218) (28,733) (240,932) (610,588) (851,520) period Unrealised losses on revaluation of - (91,462) (91,462) - (20,078,754) (20,078,754) investments ------------ --------------- --------------- ------------ ------------ -------------- Total recognised gains and losses during the period 313,485 (433,680) (120,195) (240,932) (20,689,342) (20,830,274) ------------ ------------ ------------ ------------ ------------ -------------- Return per share: Ordinary Shares (0.33)p 12.55p 12.22p (0.19)p (144.32)p (144.51)p 'C' Shares 1.07p (6.33)p (5.26)p 1.36p (5.42)p (4.06)p Year ended 30 September 2001 (audited) Revenue Capital Total Â£ Â£ Â£ Profit/(loss) for the period 911,936 (816,800) 95,136 Unrealised losses on revaluation of investments - (18,075,084) (18,075,084) ------------ --------------- --------------- Total recognised gains and losses during the period 911,936 (18,891,884) (17,979,948) ------------ --------------- --------------- Return per share: Ordinary Shares (0.09)p (112.47)p (112.56)p 'C' Shares 2.81p (11.99)p (9.18)p Note of Historical Cost Profits and Losses for the period ended 31 March 2002 Six months to Six months to Year to 31 March 2002 31 March 2001 30 September 2001 (unaudited) (restated and (audited) unaudited) Â£ Â£ Â£ Profit/(loss) on ordinary activities before (11,368) (194,593) 143,283 taxation Realisation of revaluation losses of previous (108,770) (616,586) (69,568) periods -------------- -------------- ------------ Historical cost profit on ordinary activities (120,138) (811,179) 73,715 before taxation -------------- -------------- ------------- Historical cost loss for the period after taxation (470,515) (1,468,106) (1,475,358) and dividends -------------- -------------- ------------- Unaudited Balance Sheet As at 31 March 2002 31 March 2002 31 March 2001 30 September 2001 (unaudited) (restated and unaudited) (audited) Â£ Â£ Â£ Â£ Â£ Â£ Fixed assets Investments 34,734,852 29,664,991 32,661,451 Monies held pending 3,757,618 6,113,859 4,577,806 investment ------------- -------------- ------------- 38,492,470 35,778,850 37,239,257 Current assets Debtors and prepayments 781,491 745,547 884,169 Cash at bank 259,477 1,980,039 2,520,474 ------------- ------------- ------------- 1,040,968 2,725,586 3,404,643 Creditors: amounts (507,387) (899,566) (1,116,693) falling due within one year -------------- -------------- -------------- Net current assets 533,581 1,826,020 2,287,950 -------------- -------------- -------------- Net assets 39,026,051 37,604,870 39,527,207 -------------- -------------- -------------- Capital and reserves Called up share capital 465,962 462,988 466,992 Share premium account 31,590,456 31,168,442 31,637,375 Cancelled share premium 5,813,232 6,540,000 6,264,220 account Revaluation reserve 913,037 (1,177,509) 895,729 Profit and loss account 243,364 610,949 262,891 -------------- -------------- ------------- Equity shareholders' 39,026,051 37,604,870 39,527,207 funds -------------- -------------- ------------- Net asset value per share of 1 pence each:- Ordinary Shares 108.52p 65.96p 96.09p 'C' Shares 73.87p 87.47p 80.06p The financial statements were approved by the Directors on 9 May 2002 and are signed on their behalf by: Peter Dicks ) Directors Nigel Horne ) These interim accounts for the six months ended 31 March 2002 have been prepared to confirm that the Company has sufficient distributable reserves to support the interim dividend declared on 9 May 2002 and payable on 7 June 2002. They are interim accounts as required by section 272 of the Companies Act 1985 and are unaudited. Unaudited Cash Flow Statement for the period ended 31 March 2002 31 March 2002 31 March 2001 30 September 2001 (unaudited) (restated and unaudited) (audited) 2001 2000 Â£ Â£ Â£ Â£ Â£ Â£ Operating activities Dividends received 43,750 3,750 3,750 Deposit and similar interest 781,960 1,069,752 1,822,205 received Other cash receipts - 407,768 407,768 Investment management fees (490,021) (592,593) (1,074,318) paid Other cash payments (268,386) (215,409) (357,255) -------------- -------------- Net cash inflow from 67,303 673,268 802,150 operating activities Investing activities Purchase of fixed income (10,487,240) (14,859,279) (15,898,538) investments Purchase of other investments (4,097,026) (5,066,094) (6,686,095) Sale of fixed income 12,358,700 19,278,073 21,030,734 investments Sale of other investments 9,332 - - -------------- -------------- -------------- Net cash outflow from (2,216,234) (647,300) (1,553,899) investing activities Equity dividends Equity dividends paid (832,346) - (667,256) -------------- Net cash (outflow)/inflow before financing and liquid resource management (2,981,277) 25,968 (1,419,005) Management of liquid resources Movement in money market and 820,188 1,073,386 2,609,439 other deposits Financing Purchase of own shares (128,908) (218,863) (285,884) Issue of shares 29,000 861,858 1,378,234 -------------- (99,908) 642,995 1,092,350 -------------- -------------- -------------- (Decrease)/increase in cash (2,260,997) 1,742,349 2,282,784 -------------- -------------- -------------- The Company holds gilts and bonds primarily as investments and not as liquid resources. Accordingly, movements in the holdings of these investments are shown within investing activities in the Cashflow Statement rather than within management of liquid resources. Unaudited Notes to the Interim Report 1. All revenue and capital items in the Profit and Loss account derive from continuing operations. 2. In accordance with the policy statement published under 'Management Administration' in the Company's prospectuses dated 1 October 1997 and 14 October 1999, the Directors have charged 75% of the investment management expenses as a capital item. 3. Earnings for the first six months should not be taken as a guide to the results for the full year. 4. The Ordinary Shareholders, or the 'C' Shareholders as the case may be, will be entitled to receive any dividends out of the net income derived from the net assets allocable to the Ordinary Shares, or the 'C' Shares as the case may be. 5. An interim dividend of 1.00p per 'C' Share will be payable to 'C' Shareholders on the register on 17 May 2002 payable on 7 June 2002 from the revenue reserves of the 'C' Shares fund. No dividend is payable on the Ordinary Shares. 6. The Company revoked its status as an investment company in March 2000 so that, under the Articles of Association, it can regard capital reserves as profits of the Company available for distribution. The Company has not re-applied for investment company status. The Company's financial statements are now drawn up in accordance with Schedule 4 of the Companies Act 1985. Accordingly, the information for the six month period ended 31 March 2001 has been re-stated. 7. The Ordinary Shares fixed interest portfolio and the 'C' Shares fixed interest portfolio constitute the balance of the net proceeds from the issues of Ordinary Shares and 'C' Shares. These funds are invested in fixed interest securities and cash deposits by Cazenove Fund Management Limited. 8. Total earnings after taxation for the period were a loss of Â£28,733 (31 March 2001: Â£194,593) comprising a loss on the Ordinary Shares fund after taxation of Â£117,750 (31 March 2001: loss of Â£210,671) and a profit after taxation on the 'C' Shares fund of Â£89,017 (31 March 2001: Â£16,078). The basic earnings per Ordinary Share is based on the net loss from Ordinary Shares fund activities and on 13,341,472 (31 March 2001: 13,114,102) Ordinary Shares, being the weighted average number of Ordinary Shares in issue during the period. 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 profit from 'C' Shares fund activities and on 33,318,952 (31 March 2001: 32,555,790) 'C' Shares, being the weighted average number of 'C' Shares in issue during the period. 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 loss from Ordinary Shares fund activities after taxation of Â£43,494 (31 March 2001: Â£25,387) and on 13,341,472 (31 March 2001: 13,114,102) Ordinary Shares, being the weighted average number of Ordinary Shares in issue during the period. The revenue return per 'C' Share is based on the net revenue from 'C' Shares fund activities after taxation of Â£356,979 (31 March 2001: Â£441,342) and on 33,318,952 (31 March 2001: 32,555,790) 'C' Shares, being the weighted average number of 'C' Shares in issue during the period. The capital return per Ordinary Share is based on the net realised capital gains of Â£8,582 (31 March 2001: losses of Â£4,560), on net unrealised capital gains of Â£1,748,572 (31 March 2001: Â£18,740,693) on the Ordinary Shares fund and on 13,341,472 (31 March 2001: 13,114,102) Ordinary Shares. The capital return per ' C' Share is based on the net realised capital losses of Â£61,850 (31 March 2001: Â£198,286), on net unrealised capital losses of Â£1,840,034 (31 March 2001: Â£1,338,061) on the 'C' Shares fund and on 33,318,952 (31 March 2001: 32,555,790) 'C' Shares. 9. 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 October 2001 has been allocated to the Ordinary Shares fund. 10. The financial information for the six months ended 31 March 2002 and 31 March 2001 has not been audited. The information for the year ended 30 September 2001 does not comprise full financial statements within the meaning of section 240 of the Companies Act 1985. The financial statements for the year ended 30 September 2001 have been filed with the Registrars of Companies. The auditors have reported on those financial statements and the report was unqualified and did not contain a statement under section 237(2) of the Companies Act 1985. Unaudited Notes to the Financial Statements 11. Capital and reserves Called Cancelled up share Share share Profit and Total share premium premium Revaluation loss capital account account reserve account Total Â£ Â£ Â£ Â£ Â£ Â£ At 1 October 2001 466,992 31,637,375 6,264,220 895,729 262,891 39,527,207 Shares issued 290 28,710 - - - 29,000 Shares bought back (1,320) (75,629) - - - (76,949) Realisation of previously unrealised appreciation - - - 108,770 (108,770) - Write off to cancelled share premium account - - (450,988) - 450,988 - Decrease in unrealised - - - (91,462) - (91,462) appreciation Retained loss for the - - - - (361,745) (361,745) period ---------- ------------- ------------ ---------- ---------- -------------- At 31 March 2002 465,962 31,590,456 5,813,232 913,037 243,364 39,026,051 ---------- ------------- ------------ ---------- ---------- -------------- Ordinary Shares fund Called Cancelled up share Share share Profit and share premium premium Revaluation loss capital account account reserve account Total Â£ Â£ Â£ Â£ Â£ Â£ At 1 October 2001 133,524 5,654,467 2,230,289 4,674,991 136,655 12,829,926 Shares issued 26 2,574 - - - 2,600 Shares bought back (600) (34,722) - - - (35,322) Realisation of previously unrealised appreciation - - - 2,820 (2,820) - Write off to cancelled share premium account - - (77,076) - 77,076 - Increase in unrealised - - - 1,748,572 - 1,748,572 appreciation Retained loss for the - - - - (117,750) (117,750) period ---------- ------------- ------------ ---------- ---------- -------------- At 31 March 2002 132,950 5,622,319 2,153,213 6,426,383 93,161 14,428,026 ---------- ------------- ------------ ---------- ---------- -------------- 'C' Shares fund Called Cancelled up share Share share Profit and share premium premium Revaluation loss capital account account reserve account Total Â£ Â£ Â£ Â£ Â£ Â£ At 1 October 2001 333,468 25,982,908 4,033,931 (3,779,262) 126,236 26,697,281 Shares issued 264 26,136 - - - 26,400 Shares bought back (720) (40,907) - - - (41,627) Realisation of previously unrealised appreciation - - - 105,950 (105,950) - Write off to cancelled share premium account - - (373,912) - 373,912 - Decrease in unrealised - - - (1,840,034) - (1,840,034) appreciation Retained loss for the - - - - (243,995) (243,995) period ---------- ------------- ------------ ---------- ---------- -------------- At 31 March 2002 333,012 25,968,137 3,660,019 (5,513,346) 150,203 24,598,025 ---------- ------------- ------------ ---------- ---------- -------------- 12. Summary of investments during the period Ordinary Shares Fund Fixed Unlisted or interest Traded traded on Listed Qualifying securities on AIM OFEX investments loans Total Â£ Â£ Â£ Â£ Â£ Â£ Cost/Valuation at 30 September 300,750 1,271,987 8,282,129 893,750 1,160,000 11,908,616 2001 Purchases at cost - - 1,897 - - 1,897 Disposals at 2001 valuations (300,750) - - - - (300,750) Increase/(decrease) in - 915,602 814,220 268,750 (250,000) 1,748,572 unrealised gains/(losses) ------------- ------------- ------------- ------------- ------------- ------------- Cost/valuation at 31 March - 2,187,589 9,098,246 1,162,500 910,000 13,358,335 2002 ------------- ------------- ------------- ------------- ------------- ------------- Book cost at 31 March 2002 - 841,319 4,354,875 475,758 1,260,000 6,931,952 Unrealised gains/(losses) at 31 March 2002 - 1,346,270 4,743,371 686,742 (350,000) 6,426,383 ------------- ------------- ------------- ------------- ------------- ------------- - 2,187,589 9,098,246 1,162,500 910,000 13,358,335 ------------- ------------- ------------- ------------- ------------- ------------- 'C' Shares fund Fixed Unlisted or interest Traded traded on Listed Qualifying securities on AIM OFEX investments loans Total Â£ Â£ Â£ Â£ Â£ Â£ Cost/Valuation at 30 September 13,666,825 214,510 3,841,500 - 3,030,000 20,752,835 2001 Purchases at cost 10,487,240 7,706 1,928,764 - 2,160,556 14,584,266 Disposals at 2001 valuations (12,120,550) - - - - (12,120,550) Increase/(decrease) in (220,915) 49,849 (1,668,968) - - (1,840,034) unrealised gains/(losses) ------------- ------------- ------------- ------------- ------------- ------------- Cost/valuation at 31 March 11,812,600 272,065 4,101,296 - 5,190,556 21,376,517 2002 ------------- ------------- ------------- ------------- ------------- ------------- Book cost at 31 March 2002 11,987,690 1,116,758 8,549,859 - 5,235,556 26,889,863 Unrealised gains/(losses) at 31 March 2002 (175,090) (844,693) (4,448,563) - (45,000) (5,513,346) ------------- ------------- ------------- ------------- ------------- ------------- 11,812,600 272,065 4,101,296 - 5,190,556 21,376,517 ------------- ------------- ------------- ------------- ------------- ------------- 13. Reconciliation of movements in equity shareholders' funds Six months to Six months to Year ended 31 March 31 March 30 September 2002 2001 2001 (unaudited) (restated and (audited) unaudited) Â£ Â£ Â£ (Loss)/profit for the financial year (28,733) (194,593) 95,136 Dividends (333,012) (656,927) (1,500,926) ------------- ------------- ------------- (361,745) (851,520) (1,405,790) Other recognised gains and losses (91,462) (20,078,754) (18,075,084) New share capital subscribed (net) (47,949) 642,995 1,115,932 Net addition to/(reduction in) shareholders' ------------- -------------- -------------- funds 501,156 (20,287,279) 18,364,942) Total net assets attributable to equity shareholders at beginning of the period 39,527,207 57,892,149 57,892,149 ------------- -------------- -------------- Total net assets attributable to equity shareholders at end of period 39,026,051 37,604,870 39,527,207 ------------- ------------- ------------- This information is provided by RNS The company news service from the London Stock Exchange

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