Final Results
Matrix Venture Fund VCT PLC
22 June 2004
Matrix Venture Fund VCT plc
Preliminary Results for the year ended 30 April 2004
Objective
The objective of Matrix Venture Fund VCT plc ("Matrix Venture Fund") is to
provide private investors with an attractive return from a portfolio of
investments in companies whose products or services depend, to a significant
extent, on the application of technology, including:
• Internet and e-business
• Information technology
• Telecommunications and media
Venture Capital Trust Status
Matrix Venture Fund has satisfied the requirements as a Venture Capital Trust
under section 842AA of the Income and Corporation Taxes Act 1988, and the
Directors intend to conduct the business of the Company so as to continue to
comply with that section.
Performance Summary
30 April 2004 30 April 2003
Net asset value per Ordinary Share 94.09p 64.39p
Net assets £12,260,703 £8,457,714
Revenue and dividend
Earnings per Ordinary Share (0.47)p 0.51p
Dividend per Ordinary Share - 0.51p
Chairman's Statement
It is a pleasure to present the fourth annual report and financial statements of
Matrix Venture Fund. You will remember that the public offer launched on 10 May
2000 at 100 pence per share and raised £12,388,237 (net).
Results for the year ended 30 April 2004
The results for the year ended 30 April 2004 are set out in the following pages.
The total return (after tax) attributable to the Ordinary Shareholders was
£3,866,431 (2003: £(717,678)) and the net asset value per Ordinary Share at 30
April 2004 was 94.09 pence compared with 64.39 pence for the year ended 30 April
2003.
Dividend
The Board will not be recommending a final dividend as the revenue account has a
negative balance. The after tax revenue return before net capital losses was
(0.47) pence per Ordinary Share for the year to 30 April 2004 (2003: 0.51
pence).
Overview
The fourth financial year of activity has seen a continued high volume of
proposals being received and evaluated by the Company's Venture Capital Fund
Advisers, Matrix Private Equity Limited. The portfolio has started to mature
and it is pleasing to note the first successful exits from the fund.
We have now made a full realisation from our investment in Centurion plc, at an
increase in value of around 80%. We also successfully floated one of our start
up investments Flightstore Group plc, on AIM in December 2003 retaining part of
our holding. Finally, the merger of Espotting Media (UK) Limited with
FindWhat.com is on track and is going through SEC filings.
As at 30 April 2004, £8,499,524 had been committed to 15 companies. Three new
investments were completed in this financial year, and follow-on funding has
been provided to two portfolio companies. Together, these investments represent
an aggregate investment of 68.6% of the net funds raised under the public offer.
As at 30 April 2004, the capital reserves showed a capital base of
£12,260,703, including a cumulative capital gain of £25,976.
I am encouraged by the ongoing trading performance of the portfolio generally.
In particular we have re-valued Sit-up.com Limited (Sit-up) and FootFall Limited
(Footfall) due to strong revenue growth. Details of the current venture capital
portfolio as at 30 April 2004 are given in the Venture Capital Fund Adviser's
Report.
The investments held by the Company have been valued in accordance with the
British Venture Capital Association guidelines. We will, in any event, always
follow a consistent and prudent valuation policy. The investments that are
quoted on AIM and the money market securities are carried at market value.
Conclusion
With the benefit of hindsight the Fund was not raised at a propitious time given
the technology crash that followed the fundraising in 2000. However, despite the
high prices paid by many venture capitalists in 2000 and 2001 for technology
investments and the subsequent deterioration in the market conditions for
technology companies, the Board believes that the Fund Manager has built a
robust group of investments, which are, in the main, making very good progress.
A resolution to create a new class of C Ordinary Shares was approved at the
Extraordinary General Meeting held on 26 March 2004. The Board continues to
discuss with its advisors the timing of such a fund raising.
I would like to take this opportunity to thank all shareholders for their
continuing support of the Company and I very much hope to have the pleasure of
welcoming you to the Annual General Meeting on 6 September 2004.
Michael Cumming
Chairman
22 June 2004
Venture Capital Fund Adviser's Report
The Venture Capital Fund
Matrix Private Equity Limited advises the Company in respect of investments made
within the Venture Capital Fund. During the year ended 30 April 2004, the team
received and evaluated over 450 investment proposals, from which Matrix Venture
Fund made three new investments into Recite Limited, Award International
Holdings plc and Centurion plc at a total cost of £1.75m.
As part of our strategy of supporting the growth of our investee companies, we
recommended two further investments of £260,552 into Clarity Commerce Solutions
plc and $100,000 (£62,323) into Espotting.
During the year we have revalued our investments in Sit-up and FootFall upwards
following continued strong trading. We have also, in these accounts, written
down our investment in Monactive Limited due to the company trading
significantly behind its original budget. However, it is pleasing to note that
Monactive has made significant progress in the last 12 months under the
stewardship of a new Chairman.
This was the fourth period in which funds were available for investment in
qualifying companies for VCT purposes. The current investment portfolio of the
Company as at 30 April 2004 is detailed below.
Award International Holdings plc
Award provides its client base with promotional goods and services designed to
increase brand awareness among consumers and to support their marketing
campaigns. The company floated on AIM in March 2004 raising £2.25 m to provide
working capital to facilitate growth.
Results from the latest audited accounts for the year ended 30 September 2003:
turnover £3,504,000; profit before tax £185,000; net assets £71,000.
Date of investment Amount invested Valuation % Equity/ % of net assets
Voting Rights
March 2004 £250,000 £231,250 7.69% 1.89%
Callserve Communications Limited
The company provides internet telephony services or Voice over Internet Protocol
("VolP") from PCs to telephones, worldwide. Using software which is
pre-installed or downloaded from the company's website, a telephone caller can
use the internet to route a telephone call at a much reduced cost. Matrix
Venture Fund invested as part of a syndicate raising £7.3m to finance the
roll-out of the service and facilitate partnering arrangements with software and
hardware providers.
Results from the latest audited accounts for the year ended 31 March 2003:
turnover £9,293,000; loss before tax £3,960,000; net liabilities £4,324,000.
Date of investment Amount invested Valuation % Equity/ % of net assets
Voting Rights
October 2000 £300,000 £150,000 0.76% 1.22%
Clarity Commerce Solutions plc
The company provides EPOS (electronic point of sale) solutions, Customer
Relationship Management ("CRM") products and services to the UK hospitality and
leisure markets. It floated on AIM in July 2000, raising £2.5m primarily to
increase its marketing activities and acquire two small complementary
businesses. The company has continued to be acquisitive and has raised £2.6m
via rights issues in the last few years to finance acquisitions. The business
has grown substantially in the last year and is now trading profitably before
amortisation of goodwill.
Results from the latest audited accounts for the year ended 31 March 2003:
turnover £7,263,000; loss before tax £315,000; net assets £7,749,000.
Date of investment Amount invested Valuation % Equity/Voting % of net assets
Rights
July 2000/August 2003 £510,552 £504,486 4.52% 4.11%
Espotting Media (UK) Limited
Espotting is one of Europe's leading providers of performance-based advertising
through search engines, allowing advertisers to bid against each other for key
words in order to achieve prominence in search engine results. Espotting has
raised three rounds of funds in December 2001, August 2002, and September 2003
to finance working capital and an expansion of the business into Europe. Matrix
Venture Fund has invested £612,000 in total. The company has continued to grow
rapidly since our investment. Espotting is in the final stages of completing
its acquisition by Nasdaq listed FindWhat.com.
Results from the latest audited accounts for the 9 months ended 31 December
2003:
turnover $75,941,000; loss before tax $9,207,000; net liabilities $28,356,000.
Date of investment Amount invested Valuation % Equity/ Voting % of net assets
Rights
December 2001/ £612,323 £2,365,028 2.4% 19.29%
August 2002/
September 2003
Flightstore Group plc
Flightstore uses existing seatback entertainment systems to create an airline
branded, electronic and interactive magazine experience containing branded
retailers and advertisers on long haul flights. It raised £3m in March 2002.
The company floated on AIM in December 2003 at which point the Fund realised
approximately two thirds of its holdings for cash.
Results from the latest audited accounts for the 9 months ended 30 September 2003:
turnover £186,433; loss before tax £774,761; net assets £45,041.
Date of investment Amount invested Valuation % Equity/ Voting % of net assets
Rights
March 2001 £254,586 £372,259 3.16% 3.04%
FootFall Limited
FootFall provides business performance information that is derived from the
monitoring and analysis of pedestrian traffic flow in shopping centres and
retail outlets. The company raised £2.65m from a syndicate of investors in June
2002. The company has traded strongly post investment and is currently
profitable.
Results from the latest audited accounts for the year ended 31 March 2003:
turnover £3,342,000; loss before tax £1,742,083; net assets £2,450,010.
Date of investment Amount invested Valuation % Equity/ Voting % of net assets
Rights
June 2002 £750,000 £1,000,000 5.76% 8.16%
Magicalia Limited
Magicalia has established a network of community websites focused on
enthusiast-based participation sports. It also has a growing online contract
publishing business whereby the company licenses its technology platform to
existing online publications. The company raised £1.1m from a syndicate of
investors in March 2001. The business continues to trade well and revenues are
growing strongly.
Results from the latest audited accounts for the year ended 31 December 2003:
turnover £652,699; loss before tax £173,459; net assets £366,664.
Date of investment Amount invested Valuation % Equity/ % of net assets
Voting Rights
March 2001 £400,000 £400,000 12.73% 3.26%
Monactive Limited
Monactive is a leading provider of software asset management tools, having
developed products based on innovative server-based approach (i.e. using
resident agents on PCs) to monitor technology including automatic recognition,
and a client-based rather than software usage. The company raised £1.75m from a
syndicate of investors in March 2001, and a further £500,000 in January 2003.
Results from the latest audited accounts for the year ended 31 July 2003:
turnover £865,776; loss before tax £792,351; net liabilities £1,585,051.
Date of investment Amount invested Valuation % Equity/ % of net assets
Voting Rights
March 2001/ £642,857 £405,000 13.6% 3.30%
January 2003
Recite Limited
The company provides a managed service combining content, software platform and
training that improves the effectiveness of sales forces of IT and Telecoms
vendors. Matrix Venture Fund invested as part of a £1.6m transaction. The
company has continued to trade profitably.
Results from the latest audited accounts for the year ended 30 April 2003:
turnover £2,333,061; profit before tax £481,343; net assets £102,093.
Date of investment Amount invested Valuation % Equity/ % of net assets
Voting Rights
September 2003 £1,000,000 £1,478,322 25.2% 12.06%
Sit-up.com Limited
The company provides interactive broadcasting material for digital TV and the
internet. The first service is Bid-up.TV, the UK's first interactive TV-based
auction site. Bid-up.TV auctions create an opportunity for manufacturers and
distributors to sell a wide range of products across Sky, Telewest and other
platforms. Last year the company launched Price-drop.TV which has proved a
successful falling-price auction format. Matrix Venture Fund initially invested
£500,000 as part of a £2.2m syndicate. A further £150,000 was provided when the
business raised over £5m of expansion capital in February 2001 and £250,000 was
invested in March 2002 as part of a £1.65m loan syndicate. This loan has now
been repaid. The business raised approximately £5m of development capital in
July 2002 and Matrix Venture Fund invested £24,443 as part of that round. The
business continues to show strong annualised growth.
Results from the latest audited accounts for the year ended 31 December 2003:
turnover £118,870,000; loss before tax £787,000; net assets £9,361,000.
Date of investment Amount invested Valuation % Equity/ % of net assets
Voting Rights
October 2000/ £678,677 £1,390,128 1.59% 11.34%
February 2001/
July 2002
Statement of Total Return
Year ended 30 April 2004
Year ended 30 April 2004
Revenue Capital Total
£ £ £
Gains and losses on investments - 4,082,514 4,082,514
Income 190,764 - 190,764
Investment management fees (51,598) (154,794) (206,392)
Other expenses (200,455) - (200,455)
------------ ----------- ------------
Return on ordinary activities
before taxation (61,289) 3,927,720 3,866,431
Tax on ordinary activities - - -
---------- --------- ---------
Return attributable to equity
shareholders (61,289) (3,927,720) 3,866,431
Dividends in respect of equity shares - - -
------------ ------------ ------------
Transfer to/(from) reserves (61,289) 3,927,720 3,866,431
------------ ------------ ------------
Return to shareholders per Ordinary
Share: (0.47)p 29.83p 29.36p
Year ended 30 April 2003
Revenue Capital Total
£ £ £
Gains and losses on investments - (680,522) (680,522)
Income 349,189 - 349,189
Investment management fees (39,785) (119,353) (159,138)
Other expenses (227,921) - (227,921)
------------ ----------- ------------
Return on ordinary activities
before taxation 81,483 (799,875) (718,392)
Tax on ordinary activities (14,396) 15,110 714
---------- --------- ---------
Return attributable to equity
shareholders 67,087 (784,765) (717,678)
Dividends in respect of equity shares (66,994) - (66,994)
------------ ------------ ------------
Transfer to/(from) reserves 93 (784,765) (784,672)
------------ ------------ ------------
Return to shareholders per Ordinary
Share: 0.51p (5.96)p (5.45)p
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.
Balance Sheet
As at 30 April 2004
30 April 2004 30 April 2003
£ £
Fixed Assets
Venture capital investments 8,296,473 3,626,615
Money market investments 1,861,794 1,643,385
------------ ------------
10,158,267 5,270,000
Current Assets
Debtors and prepayments 111,559 77,363
Cash at bank 2,133,539 3,259,824
------------- -----------
2,245,098 3,337,187
Creditors: amounts falling due within
one year (142,662) (149,473)
----------- -----------
Net current assets 2,102,436 3,187,714
------------- -------------
Net assets 12,260,703 8,457,714
------------- -------------
Capital and reserves
Called up share capital 130,310 131,360
Capital redemption reserve 1,496 446
Cancelled share premium account 12,163,718 12,227,160
Capital reserve - realised (621,505) (959,815)
Capital reserve - unrealised 647,481 (2,941,929)
Revenue reserves (60,797) 492
------------ --------------
12,260,703 8,457,714
------------ -------------
Net asset value per Ordinary Share 94.09p 64.39p
Cash Flow Statement
Year ended 30 April 2004
Year ended Year ended
30 April 30 April
2004 2003
£ £
Net cash (outflow)/inflow from
operating activities (193,083) 55,156
Taxation
UK corporation tax paid - (3,948)
----------- -----------
Net cash (outflow)/inflow (193,083) 51,208
----------- -----------
Capital expenditure and financial
investment
Purchase of investments - fixed income
securities - (2,613,686)
Purchase of investments - equities and
loan stock (2,073,407) (1,018,448)
------------- -------------
(2,073,407) (3,632,134)
------------- -------------
Disposals of fixed income securities - 7,615,686
Disposals of equities and loan stock 1,489,050 250,000
------------- -------------
Net cash (outflow)/inflow from investing
activities (584,357) 4,233,552
Dividends
Equity dividends paid (66,994) (177,938)
------------ -----------
Net cash (outflow)/inflow before
financing and liquid resource
management (844,434) 4,106,822
Management of liquid resources
Movement in money market and other
deposits (218,409) (832,406)
Financing
Purchase of own shares (63,442) (29,271)
----------- -----------
Net cash outflow from financing (63,442) (29,271)
----------- -----------
Net cash (outflow)/inflow as at 30 April
2003 (1,126,285) 3,245,145
------------ -----------
The management of liquid resources relates to money market investments.
In the prior period the Company held gilts and bonds primarily as investments
and not as liquid resources. Accordingly, movements in the holdings of these
investments were shown within investing activities in the Cash Flow Statement
rather than within management of liquid resources.
Notes to the Financial Statements Year ended 30 April 2004
1 Dividends
2004 2003
£ £
Ordinary Shares - 66,994
(0.51p per share)
----------------------- -----------------------
2 Return per Ordinary Share
The revenue return per Ordinary Share is based on the net loss from ordinary
activities after taxation of £61,289 (2003: revenue of £67,087) and on
13,118,408 (2003: 13,168,879) Ordinary Shares, being the weighted average number
of Ordinary Shares in issue during the year.
The capital return per Ordinary Share is based on net realised capital gains of
£713,310 (2003: losses £149,833), net unrealised capital gains of £3,214,410
(2003: loss £634,932) and 13,118,408 (2003: 13,168,879) Ordinary Shares, being
the weighted average number of Ordinary Shares in issue during the year.
3 Net asset value per Ordinary Share
Net asset value per Ordinary Share is based on net assets at the end of the
year, and on 13,031,004 Ordinary Shares (2003: 13,136,004), being the number of
Ordinary Shares in issue on that date.
4. The financial information set out in these statements does
not constitute the Company's statutory accounts for the years ended 30 April
2004 and 30 April 2003 but is derived from those accounts. Statutory accounts
for the year ended 30 April 2003 have been delivered to the Registrar of
Companies and those for the year ended 30 April 2004 will be delivered following
the Company's Annual General Meeting. The auditors have reported on those
accounts: their reports were unqualified and did not contain statements under
Section 237 (2) or (3) of the Companies Act 1985.
5. The Annual Report will be circulated by post to all
shareholders shortly and copies will be available thereafter to members of the
public from the Company's registered office.
6. The Annual General Meeting will be held on 6 September 2004
at the offices of Matrix-Securities Limited, Gossard House, 7-8 Saville Row,
London W1S 3PE.
END
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