Preliminary Results - Part 1

Foresight Technology VCT PLC 21 December 2000 PART 1 Foresight Technology VCT plc Preliminary Announcement of Results for the year ended 30 September 2000 CHAIRMAN'S STATEMENT Introduction It is a pleasure to present the third Annual Report and Financial Statements of Foresight Technology VCT plc for the year ended 30 September 2000. In May, Foresight became the first venture capital trust to pay a dividend to Ordinary Shareholders equivalent to the starting capital of the Ordinary Share funds: 100 pence per share. This was entirely attributable to the partial realisation of just one of the Company's investments; e-district.net plc, which raised £12.39 million (net of expenses) on a cost of £158,681. As a result of this distribution the hurdle on the performance related carried interest arrangements relating to the Ordinary Shares fund was also met. Pursuant to the public offer of 'C' Shares launched on 14 October 1999 the Company raised, before expenses, £32,566,496. We have also had some losses within the Ordinary Shares fund. Aran Software plc went into receivership in June 2000 and The e-Exchange Limited went into administrative receivership in September 2000. This resulted in write offs of £1.4 million and £1.03 million respectively. It is not expected that Foresight will receive more than nominal proceeds from the eventual liquidation of either company. Our fund advisers, VCF Partners, worked hard to help the boards of both companies resolve their difficulties but it was not possible to effect a turnaround in their fortunes. It is a feature of investing in unquoted companies that there will be losses as well as profits. As a consequence of the decision to distribute a capital dividend of 100 pence to Ordinary Shareholders in May 2000 the Company ceased to be an investment company within the meaning of section 266 of the Companies Act 1985. This means that at the moment we are obliged as a matter of company law to take account of capital losses when determining our ability to make a distribution of revenue profits to Ordinary Shareholders and 'C' Shareholders. The losses attributable to Aran Software plc and The e-Exchange Limited, and the fact that, in accordance with the accounting policy of the Company, a proportion of management expenses are charged to the capital account of each fund, mean that the Company will not be in a position to pay a dividend from revenue reserves at the end of January 2001. However, the Company intends to apply, subject to the approval of shareholders and warrantholders, to the Court to cancel a proportion of the share premium account in both the Ordinary Shares fund and the 'C' Shares fund. This will set free reserves in each fund against which losses can then be written off. In due course this should allow a distribution to shareholders following the publication of our results for the half year ending 31 March 2001. I urge all shareholders and warrantholders to vote in favour of the resolution to be proposed at this year's Annual General Meeting to effect this reduction of share capital. Results for the year The results for the year from 1 October 1999 to 30 September 2000 are set out in the following pages. The total return (after tax) attributable to the Ordinary Shareholders before the payment of dividends during the year was £28,335,728 (1999: £568,477) and the net asset value per Ordinary Share at 30 September 2000 was 210.71p (1999: 99.03p). With regard to the holders of 'C' Shares the attributable loss was £89,857 and the net asset value per 'C' Share at 30 September 2000 was 93.50p. Dividend In relation to the Ordinary Shares fund, the Company paid an interim dividend in May 2000 of 100p net per share (1999: 1.00p per share) on the basis of the results for the six months ended 31 March 2000. The after tax revenue return for the year (before capital losses) per Ordinary Share was 1.07p and 2.73p per 'C' Share for the period to 30 September 2000. Investment position Your managers have continued to find attractive qualifying investments to add to the portfolio and following the successful performance of the Ordinary Shares fund the Board has revised its investment policy. It now intends that up to 100% of the Ordinary Shares fund should be invested in UK based venture capital investments primarily in the technology sector. As at 30 September 2000 £9.7 million had been approved for investment or invested in eleven companies, £3 million of which had been realised or written off. This represented approximately 90% of the Company's investments, the balance being invested in fixed interest securities and cash deposits. As noted earlier, Foresight realised part of its investment in e-district.net plc when the company floated on the Alternative Investment Market ('AIM') in March 2000 at a price of 195p per share raising £12.39 million (net of expenses) on a cost of £158,681. The Company's advisers, VCF Partners, are encouraged by the progress being made by a number of the other companies in which the Ordinary Shares fund holds investments. As at 30 September 2000, the capital reserves show, on a capital base of £10.5 million, a capital gain of £16.8 million which is net of provisions in respect of the investments in Survey and Development Services Limited and CyberLife Technology Limited, the write offs attributable to the The e-Exchange Limited and Aran Software plc and capitalised management expenses (net of tax relief). As regards the 'C' Shares fund and, in accordance with the Company's prospectus published in October 1999, it is the intention to invest up to 80% of the 'C' Shares fund in UK based venture capital investments primarily in the technology sector. As at 30 September 2000 £4.5 million had been approved for investment or invested in six companies. This represented approximately 15% of the Company's investments, the balance being invested in fixed interest securities and cash deposits. Several further potential investments are also being considered for investment. The Company's advisers, VCF Partners, are encouraged by the progress being shown by a number of the companies in which the 'C' Shares fund holds investments. As at 30 September 2000, the capital reserves currently show, on a capital base of £30.5 million, a capital loss of £0.8 million, which is net of provisions in respect of the investments in Travelstore.com plc, and UK Directory (Holdings) Limited and capitalised management expenses (net of tax relief). The investments held by the Company have been valued in accordance with the British Venture Capital Association guidelines under which unquoted investments are not normally revalued above cost for at least 12 months after the date of acquisition. The investments which are traded on AIM, OFEX or the London Stock Exchange and the fixed interest securities are carried at market value. The Board and the Advisers, in any event, always attempt to follow a consistent and prudent valuation policy. Recent investments A further investment of £150,000 was completed in Sapphire International Limited in early October 2000 from the Ordinary Shares fund. In the 'C' Shares fund the Company invested £1 million in Mondas plc in October 2000. Mondas' e-Business technologies 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. Also, in October 2000, the Company invested £500,000 from the 'C' Shares fund in Callserve Communications plc. Callserve is a PC-to-phone telecoms network and service provider which enables telephone calls to be made from a PC via the Internet to any other phone worldwide. In November 2000, the Company invested £500,000 in iDesk plc from the 'C' Shares fund. This company provides telcos, ISPs and other blue chip customers with outsourced technical help desks, operated from a call centre in London. iDesk has recently launched complementary new ASP services based on its proprietary and licensed CRM and electronic billing software. A further investment of £333,000 from the 'C' Shares fund was made in Travelstore.com plc in November 2000 alongside several new investors in a financing round that raised an additional £7 million for the company. CREST The Directors consider that shareholders should have the ability to make their shares eligible to be held in uncertified form and settled in CREST, a paperless settlement system, should they so wish. Crest is a voluntary system and those shareholders who wish to retain their share certificates may do so. Accordingly, the Board take this opportunity to give notice, in accordance with the Uncertificated Securities Regulations 1995 ('the Regulations'), that the Company intends to pass a resolution of its Directors that title to shares in the capital of the Company, in issue or to be issued, may be transferred by means of the CREST system. This resolution will enable the Company's shares to be held in an electronic form in CREST making it unnecessary for share certificates to be issued. In respect of ordinary shares, the Directors' resolution will disapply those provisions of the Company's Articles of Association that are inconsistent with the holding and transfer of shares in an electronic form in CREST. Assuming the resolution is passed and the permission of the operator of the system, CRESTCo Limited, has been obtained, the Company's shares will enter CREST. It is anticipated that this will be in February 2001. I would like to take this opportunity to thank all shareholders and warrantholders for their continued support and I look forward to welcoming you at the Annual General Meeting on 30 January 2001. Peter Dicks Chairman 21 December 2000 THE VENTURE CAPITAL FUNDS VCF Partners advise the Company in respect of investments made within the Ordinary Shares fund and the 'C' Shares fund. During the year ended 30 September 2000, Foresight made 6 investments in the Ordinary Shares fund at a cost of £3,205,396 and 6 investments in the 'C' Shares fund at a cost of £4,509,051. The full investment portfolio of both funds as at 30 September 2000 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 is now introducing new technology that allows existing DataEase users to update their applications for client/server operation and the internet. Results from the latest audited accounts for the year ended 31 December 1999: profit before tax £251,000 net assets £1,761,000. Date of Amount Valuation % Loan Stock % of investment invested Equity/Voting Ordinary Including Rights Shares Loan Stock Portfolio July 1998 £1,000,000* Cost 17.6% £400,000 3.72% 10% Unsecured Loan Stock * excluding £150,000 further equity investment completed in October 2000. Actimax plc Supplies digital telecommunications systems to small and medium sized customers. The company installs complex computer and telephone combined systems using components from suppliers such as Ascom, Lucent and Intertel. Since Foresight's investment the company has progressively reduced its trading losses but has not yet achieved sustained profitability. Results from the latest audited accounts for the period ended 31 December 1999: loss before tax £235,411, net liabilities £412,509. Date of Amount Valuation % Loan Stock % of investment invested Equity/Voting Ordinary Including Rights Shares Loan Stock Portfolio November £600,000* Cost 42% (plus 6% £120,000 2.23% 1998 warrants) 10% Unsecured Loan Stock * including further equity investment of £100,000 in March 2000. Survey and Development Services Limited Is a specialist geo-spatial data software products and services company. It serves the growing market for digital mapping and the building of 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 is currently seeking further funding. The provision made at the end of last year against the cost of the investment continues. Results from the latest unaudited accounts for the year ended 30 June 2000: loss before tax £79,773, net assets £837,152. Date of Amount Valuation % Equity/Voting % of investment invested Rights Ordinary Shares Portfolio December 1998 £500,000 £250,000 29.3% 0.93% CyberLife Technology Limited Is a leading artificial intelligence software company. The range of products under development covers entertainment software (such as the computer game 'Creatures') and productivity tools. The technology also relates to new platforms such as toys, mobile phones and digital television. Foresight invested a further £500,000 alongside another shareholder in a second round of equity fund raising in September 2000. The valuation of the investment has been adjusted to reflect the recent round of fundraising Results from the latest unaudited accounts for the year ended 31 August 1999: loss before tax £1,239,537, net assets £3,178,459. Date of Amount Valuation % Loan Stock % of investment invested Equity/Voting Ordinary Including Rights Shares Loan Stock Portfolio January £1,500,000* £746,375 11.1% £500,000 2.78% 1999 Convertible * includes further investment of £500,000 loan stock in September 2000. 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. Foresight supported the buyout team. Results from the latest consolidated unaudited accounts of the subsidiary undertakings for the year ended 31 August 2000: profit before tax £1,522,000, net assets £5,171,000. Date of Amount invested Valuation % Equity/Voting % of investment Rights Ordinary Shares Portfolio March 1999 £1,622,978* £2,372,978 27.5% 8.84% * includes further investments of £500,000 and £122,978 in October 1999 and July 2000 respectively. e-district.net plc (AIM listed) Operates an internet portal site with an international community of over 2.2 million users which generated approximately 349 million page views in November 2000. The site provides an increasing number of facilities including online games, e-mail, personal home pages and chat, with e-commerce being introduced. The company was floated on the AIM market in March 2000 at a valuation of £149.7 million. Foresight sold 6,623,030 shares (approximately one third of its initial investment amounting to £158,681) in the flotation at a placing price of 195p per share to raise £12.39 million (net of expenses). Results from the latest unaudited interim accounts for the six month period to 30 June 2000: loss before tax £46,676; net assets £15,263,420. Date of Amount Valuation % Equity/Voting % of investment invested Rights Ordinary Shares Portfolio March 1999 £341,319 £17,949,902 18.6% 66.87% 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. This business is now growing rapidly and Telecom plus are currently running gas and electricity trials that will result in allowing its customers to buy all major utilities from one source. Results from the latest unaudited accounts for the six months ended 30 September 2000: profit before tax £527,000; net assets £6,456,000. Date of Amount Valuation % Loan Stock % of investment invested Equity/Voting Ordinary Including Rights Shares Loan Portfolio Stock June 1999 £475,758 £2,456,250 1.5% £250,000 9.15% Convertible Clarity Commerce Solutions plc (AIM listed) Is part of a group of companies that provide EPOS solutions, CRM products and services to the buoyant UK hospitality and leisure markets including the pub market place and the restaurant and nightclub sector. The company successfully completed a placing in July 2000 in which Foresight invested £500,000. Results from the latest unaudited accounts for the period from 24 January 2000 to 30 September 2000; loss before tax £502,000; net assets £5,007,000. Date of Amount Valuation % Equity/Voting % of investment invested Rights Ordinary Shares Portfolio July 2000 £500,000 £550,000 4.2% 2.05% THE '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. Foresight invested £333,000 in a further round of funding in November 2000. The valuation of the investment has been adjusted to reflect the recent round of fundraising. Results from the latest audited accounts for the period ended 31 March 2000: loss before tax £13,283,227, net assets £10,999,142. Date of Amount invested Valuation % Equity/Voting % of 'C' investment Rights Shares Portfolio December 1999 £1,000,000* £513,506 3.3% 1.73% * excluding £339,000 further, investment completed in November 2000 KeepAhead Limited Despatches lifestyle email services (e.g. current affairs, astrology, sport) which 205,000 registered users receive free of charge. Revenue is generated from advertising, and longer term from e-commerce. No audited accounts produced since incorporation in May 1999. Date of Amount Valuation % Equity/Voting % of 'C' investment invested Rights Shares Portfolio April 2000 £1,000,000 Cost 15% 3.37% UK Directory (Holdings) Limited (OFEX Listed) Offers over 45,000 hand-vetted UK web site listings on an internet directory with a search engine and in a magazine which circulates copies each month through distributors such as W.H.Smith, John Menzies, and J Sainsburys. Revenue is generated from advertising and magazine sales. Results from the latest audited accounts for the period ended 31 August 2000: loss before tax £347,000, net assets £2,375,671. Date of Amount Valuation % Equity/Voting % of 'C' investment invested Rights Shares Portfolio April 2000 £1,000,000 £490,000 10% 1.65% themutual.net plc (AIM listed) Operates expert sites which are created and run by members of themutual.net who want to share their knowledge with other members. Each site features articles, relevant links plus the opportunity to talk to the experts and other members using the discussion forums and chat rooms. The company also owns Freequotes which provides financial information to online investors. Revenue is generated from advertising and members connectivity to the themutual.net ISP. themutual.net's shares were listed on the AIM market in June 2000 and all members receive Free Shares on registration. There were over 130,000 registered users on 27 September 2000. Results from the latest audited accounts for the period ended 30 April 2000; loss before tax £716,338; net liabilities £61,505. Date of Amount Valuation % Equity/Voting % of 'C' investment invested Rights Shares Portfolio June 2000 £502,938 £1,062,464 9.98% 3.58% FFastFill plc (Listed on AIM in November 2000) Is a software company which 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. FFastFill was listed on the AIM in November 2000. Results from the latest audited accounts for the period from 1 April 2000 to 30 September 2000; loss before tax £1,225,540; net assets £2,112,604. Date of Amount Valuation % Equity/Voting % of 'C' investment invested Rights Shares Portfolio July 2000 £506,113 £499,996 3.33% 1.69% 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. Sarantel has technology for mobile antennas that reduces the amount of energy absorbed by body tissue. No audited accounts produced since incorporation in September 2000. Date of Amount Valuation % Equity/Voting % of 'C' investment invested Rights Shares Portfolio September 2000 £500,000 Cost 7.5% 1.69% INVESTMENTS MADE SINCE YEAR END - 'C' SHARES FUND 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 services solutions. Results from the latest unaudited interim accounts for the six months ended 31 October 2000: loss before tax £23,877, net assets £4,480,095. Date of investment Amount invested % Equity/Voting Rights October 2000 £1,000,000 7.7% Callserve Communications plc Is a PC-to-phone telecoms network and service provider which enables telephone calls to be made from a PC via the internet to any other phone worldwide. Results from the latest audited accounts for the period from 11 June 1999 to 31 March 2000: loss before tax £1,352,203, net assets £1,598,303. Date of investment Amount invested % Equity/Voting Rights October 2000 £500,000 1.27% iDesk plc Provides telcos, ISPs and other blue chip customers with outsourced technical help desks, operated from a call centre in London. iDesk has recently launched complementary new ASP services based on its proprietary and licensed CRM and electronic billing software. Results from the latest audited accounts for the period from 1 August 1998 to 31 December 1999: loss before tax £1,398,464, net liabilities £989,723. Date of investment Amount invested % Equity/Voting Rights November 2000 £500,000 1.59% THE FIXED INTEREST FUNDS 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, which are invested in fixed interest securities and cash deposits by Cazenove Fund Management Limited. STATEMENT OF TOTAL RETURN Year ended 30 September 2000 Revenue Capital Total £ £ £ Net gains and losses - 28,011,715 28,011,715 on investments Income 1,632,302 - 1,632,302 Investment management (248,723) (746,169) (994,892) fees Other expenses (344,714) - (344,714) -------- -------- -------- Return on ordinary activities before taxation 1,038,865 27,265,546 28,304,411 Tax on ordinary (207,773) 149,233 (58,540) activities -------- -------- -------- Return attributable to equity shareholders 831,092 27,414,779 28,245,871 Dividends in respect of equity shares - (11,889,553) (11,889,553) -------- -------- -------- Transfer to reserves 831,092 15,525,226 16,356,318 -------- -------- -------- Return per share: Ordinary Shares 1.07p 236.17p 237.24p -------- -------- -------- 'C' Shares 2.73p (3.08)p (0.35)p -------- -------- -------- Year ended 30 September 1999 Revenue Capital Total £ £ £ Net gains and losses on - 593,243 593,243 investments Income 437,381 - 437,381 Investment management fees (64,627) (193,881) (258,508) Other expenses (174,030) - (174,030) -------- -------- -------- Return on ordinary activities before taxation 198,724 399,362 598,086 Tax on ordinary activities (69,355) 39,746 (29,609) -------- -------- -------- Return attributable to equity shareholders 129,369 439,108 568,477 Dividends in respect of equity shares (110,295) - (110,295) -------- -------- -------- Transfer to reserves 19,074 439,108 458,182 -------- -------- -------- Return per share: Ordinary Shares 1.17p 4.00p 5.17p -------- -------- -------- 'C' Shares - - - -------- -------- -------- The Statement of Total Return incorporates the profit and loss account of the Company. All revenue and capital items in the Statement of Total Return derive from continuing operations. The Company has only one class of business and derives its income from investments in shares, securities, loans and bank deposits. Analysis Between Ordinary Shares and 'C' Shares funds Year ended 30 September 2000 Ordinary Shares Fund Revenue Capital Total £ £ £ Net gains and losses - 28,475,495 28,475,495 on investments Income 369,189 - 369,189 Investment management (111,730) (335,191) (446,921) fees Other expenses (96,976) - (96,976) -------- -------- -------- Return on ordinary activities before taxation 160,483 28,140,304 28,300,787 Tax on ordinary (32,097 67,038 34,941 activities -------- -------- -------- Return attributable to equity shareholders 128,386 28,207,342 28,335,728 Dividends in respect of equity shares - (11,889,553) (11,889,553) -------- -------- -------- Transfer to reserves 128,386 16,317,789 16,446,175 -------- -------- -------- Period ended 30 September 2000 'C' Shares fund Revenue Capital Total £ £ £ Net gains and losses on - (463,780) (463,780) investments Income 1,263,113 - 1,263,113 Investment management fees (136,993) (410,978) (547,971) Other expenses (247,738) - (247,738) -------- -------- -------- Return on ordinary activities before taxation 878,382 (874,758) 3,624 Tax on ordinary activities (175,676) 82,195 (93,481) -------- -------- -------- Return attributable to equity shareholders 702,706 (792,563) (89,857) Dividends in respect of equity shares - - - -------- -------- -------- Transfer to reserves 702,706 (792,563) (89,857) -------- -------- -------- BALANCE SHEET 2000 £ 1999 £ £ £ Fixed assets Investments 49,299,291 10,036,805 Monies held pending 7,187,245 719,032 investment ---------- ---------- 56,486,536 10,755,837 Current assets Debtors 1,350,245 315,873 Cash at bank 237,690 31,937 ---------- ---------- 1,587,935 347,810 Creditors: amounts (182,322) (102,993) falling due within one year ---------- ---------- Net current assets 1,405,613 244,817 ---------- ---------- Net assets 57,892,149 11,000,654 ---------- ---------- Capital and reserves Called up share 455,653 111,085 capital Share premium 40,532,782 10,342,173 account Capital reserves 16,051,833 526,607 (realised and unrealised) Revenue reserves 851,881 20,789 ---------- ---------- Equity 57,892,149 11,000,654 shareholders' funds ---------- ---------- Net asset value per share of 1 pence each:- Ordinary Shares 210.71p 99.03p 'C' Shares 93.50p - Analysis Between the Ordinary Shares and the 'C' Shares funds 30 September 2000 30 September 2000 Ordinary Shares fund 'C' Shares fund Fixed assets £ £ £ £ Investments 26,477,650 22,821,641 Monies held 367,178 6,820,067 pending investment ---------- ---------- 26,844,828 29,641,708 Current assets Debtors 679,402 670,843 Cash at bank 40,423 197,267 ---------- ---------- 719,825 868,110 Creditors: (80,394) (101,928) amounts falling due within one year ---------- ---------- Net current 639,431 766,182 assets ---------- ---------- Net assets 27,484,259 30,407,890 ---------- ---------- Capital and reserves Called up share 130,438 325,215 capital Share premium 10,360,250 30,172,532 account Capital 16,844,396 (792,563) reserves (realised and unrealised) Revenue reserves 149,175 702,706 ---------- ---------- 27,484,259 30,407,890 Equity ---------- ---------- shareholders' funds CASHFLOW STATEMENT Year ended Year ended 30 September 2000 30 September 1999 £ £ £ £ Operating activities Dividends - 1,200 received Deposit and 1,199,374 264,909 similar interest - non-qualifying Investment (1,245,699) (259,131) management fees paid Other cash (628,198) (159,832) payments ---------- ---------- Net cash (674,523) (152,855) outflow from operating activities Servicing of finance Net dividends (11,889,553) (427,720) paid Taxation ACT paid - (79,357) Investing activities Purchase of (25,368,955) (9,099,950) fixed income investments Purchase of (7,714,447) (4,975,758) other investments Sale of fixed 9,030,712 6,010,146 income investments Sale of other 12,801,919 360,000 investments ---------- ---------- Net cash (11,250,771) (7,705,563) outflow from investing activities ---------- ---------- Net cash outflow before financing and liquid resource (23,814,847) (8,365,495) management Management of liquid resources Movement in (6,468,213) 8,577,055 money market and other deposits Financing Issue of 30,551,312 177,800 ordinary shares net of expenses Purchase of own (62,499) (13,500) shares ---------- ---------- 30,488,813 164,300 ---------- ---------- Increase in 205,753 375,860 cash ---------- ---------- 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. MORE TO FOLLOW
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