Final Results

Proven VCT PLC
02 June 2004

ProVen VCT plc

PRELIMINARY ANNOUNCEMENT OF RESULTS

FOR THE YEAR ENDED 29 FEBRUARY 2004

Financial Highlights


                                               Year ended       Year ended       Year ended      Period ended
                                              29 February      28 February      28 February       28 February
                                                     2004             2003             2002              2001

Revenue return per share (pence) for the             0.2p             1.2p             2.4p              2.8p
year


Total return per share (pence) for the              30.8p          (16.1)p           (5.2p)              3.6p
year


Distribution per share (pence)                       3.5p             1.0p             2.3p              2.4p


Cumulative distributions per share                   9.2p             5.7p             4.7p              2.4p
(pence)


Net asset value per share (pence)                   98.7p            71.4p            88.4p             96.0p


NAV total return (net asset value plus             107.9p            77.1p            93.1p             98.4p
cumulative distributions per share)
(pence)


Mid-market price per share (pence)                  70.0p            65.0p            90.0p            100.0p


Shareholders' funds (£000)                         21,521           15,639           19,406            21,084





The statement to shareholders by the Chairman, Andrew Davison, includes the
following comments:



Introduction

The year has been marked by an improving economic climate and the prospects for
venture capital investment in your company's target markets are positive.



In February 2004, the directors offered new and existing investors the
opportunity to subscribe for new shares in your company.  Your Board believes
that this was in the best long term interests of your company and I am pleased
to report that over £1 million was subscribed.  The investment manager will be
looking to invest these new funds in companies that meet the criteria that have
provided what is becoming a successful portfolio.



Investment Portfolio

Having reached the VCT qualifying investment total at the end of the previous
financial year, the current year's investment activity has intentionally been
somewhat slower.  Nonetheless, your company still made two new investments
totalling £1.75 million and follow-on investments in existing portfolio
companies of £500,000.  Financial markets improved significantly during the year
and the investment manager took the opportunity to realise AIM investments with
a cost of £756,000, generating a net profit of £678,000.



Since the year end one new investment, one follow-on investment and further AIM
realisations have been made.  Together this activity has brought the qualifying
investments total to 83% as of today's date, comfortably in excess of the 70%
required by the venture capital trust regulations.



At the balance sheet date your company had a portfolio of 25 companies with a
cost of £17.2 million and a valuation of £19.7 million.  The value of the
portfolio increased by 50% compared to a rise of 28% in the FTSE All Share
Index.



The performance of a number of companies has been highly encouraging.  In
particular, Espotting Media, a performance based internet advertising business
has expanded rapidly and has agreed terms to merge with US NASDAQ listed
FindWhat.com.  This transaction is expected to complete in July this year.  The
valuations of a number of other investments have also increased following strong
and consistent performance.



Net Asset Value & Dividends

The net asset value per share at 29 February 2004 before taking into account the
proposed distribution was 102.2p per share.  This represents an increase of 43%
over the net asset value at 28 February 2003 and an increase of 8% over the
initial launch price of 95p per share.  Additionally your company had paid
cumulative dividends, since inception and prior to the proposed distribution, of
5.7p per share.  The NAV total return of 107.9p per share since the listing is
significantly in excess of the performance of public equity markets over the
same period.



The revenue account shows a surplus of £37,000.  This balance has been retained
for use within your company.  In line with your company's objective of
maximising tax-free returns to shareholders, the Directors propose a capital
distribution of 3.5p per share for the year ended 29 February 2004 to be paid on
16 July 2004 to shareholders on the register at 25 June 2004, except that shares
allotted pursuant to the Offer for Subscription dated 16 February 2004 are not
eligible for this distribution.



Share Buy Backs

During the year your company purchased 121,720 shares in the market at a cost of
£77,581, representing a discount of 17% to the published net asset value at the
time of the purchases.  In order to maintain the company's ability to purchase
its own shares where this is in the interests of shareholders, the Board will at
the forthcoming annual general meeting once again be seeking shareholder
approval to renew its authority to purchase shares in the market.  Any
shareholder wishing to sell shares should contact Downing Corporate Finance in
the first instance.



Board Changes

On 16 May 2003, Gordon Power resigned from the Board of your company and was
replaced by Alexander Spiro Jr, a Senior Managing Director of Beringea LLC, the
investment manager's US parent company.



Owing to other commitments Tom Sooke resigned from the Board on 1 June 2004.  I
and the rest of the board would like to thank him very much for all his support
and advice over the past 4 years.



Prospects

The prospects for unquoted companies, generally, appear more attractive than
they have done for some time.  Low inflation and low interest rates together
with a supportive economy should provide a solid foundation from which well
managed smaller companies can develop.  The investment manager continues to
invest significant amounts of time working directly with the portfolio companies
and the results of these efforts have already started to show through.  The
portfolio of your company appears to be maturing well.  The additional funds
provided by the recent subscription offer will also enable the investment
manager to make further investments in your company's target markets where
suitable opportunities arise.  The Board believes that given a supportive
economy for the portfolio to continue to thrive, your company is well positioned
for the future.



Annual General Meeting

The annual general meeting will be held at 11.00 a.m. on 15 July 2004 at the
Covent Garden Hotel, 10 Monmouth Street, London WC2H 9HB.  I look forward to
meeting those shareholders that are able to attend.





Statement of Total Return (incorporating the revenue account)

for the year ended 29 February 2004


                                                                  Year                               Year
                                                                 ended                              ended
                                                                   29                                 28
                                                                February                           February
                                                                  2004                               2003


                                                    Revenue      Capital       Total    Revenue     Capital       Total
                                                        £000        £000        £000       £000        £000        £000

Gains/(losses) on investments
- realised                                                 -         607         607          -       (761)       (761)
- unrealised                                               -       6,363       6,363          -     (2,790)     (2,790)

Income                                                   356           -         356        662           -         662
Investment management fee                               (97)       (290)       (387)      (105)       (315)       (420)

Other expenses                                         (213)           -       (213)      (222)           -       (222)

Return on ordinary activities before taxation             46       6,680       6,726        335     (3,866)     (3,531)

Tax (charge)/credit on ordinary activities               (9)           6         (3)       (67)          67           -

Return on ordinary activities after taxation              37       6,686       6,723        268     (3,799)     (3,531)

Distributions                                              -       (763)       (763)      (219)           -       (219)

Transfer to/(from) reserves                               37       5,923       5,960         49     (3,799)     (3,750)

Return per ordinary share
Basic and fully diluted                                 0.2p       30.6p       30.8p       1.2p     (17.3)p     (16.1)p





The revenue return per ordinary share is based on the net revenue on ordinary
activities after taxation of £37,000  (2003 - £268,000) and on 21,860,400
ordinary shares (2003 - 21,944,232 ordinary shares), being the weighted average
number of ordinary shares in issue during the year.



The capital return per ordinary share is based on a net realised and unrealised
capital profit of £6,686,000 (2003 - loss of £3,799,000) and on 21,860,400
ordinary shares (2003 - 21,944,232 ordinary shares), being the weighted average
number of ordinary shares in issue during the period.





Balance Sheet

at 29 February 2004


                                                                   29 February 2004      28 February 2003

                                                                               £000                  £000
Fixed assets

Investments                                                                  19,741                14,513

Current assets

Debtors                                                                         612                   921
Cash at bank and in hand                                                      2,103                   360
                                                                              2,715                1,281


Creditors: amounts falling due within one year                                (935)                 (155)

Net current assets                                                            1,780                 1,126


Total assets less current liabilities                                        21,521                15,639

Capital and reserves

Called-up share capital                                                       1,090                 1,096
Special reserve                                                              17,722                19,756
Capital redemption reserve                                                        9                     3
Capital reserve - realised                                                       68               (1,448)
Capital reserve - unrealised                                                  2,503               (3,860)
Revenue reserve                                                                 129                    92

Total equity shareholders' funds                                             21,521                15,639



Net asset value per ordinary share                                            98.7p                 71.4p





Net asset value per share is based on net assets at 29 February 2004 of
£21,521,000 (2003 - £15,639,000) and on 21,795,735 ordinary shares (2003 -
21,917,455 ordinary shares) in issue at that date.



Cash Flow Statement

for the year to 29 February 2004


                                                                                Year ended         Year ended
                                                                               29 February        28 February
                                                                                      2004               2003

                                                                                      £000               £000
Net revenue from operating activities
Net revenue from ordinary activities before tax                                         46                335

Decrease in debtors                                                                     82                 43

Increase/(decrease) in creditors                                                        17               (55)

Management fees charged to capital                                                   (290)              (315)


Net cash (outflow)/inflow from operating activities                                  (145)                  8


Financial investment
Purchase of investments                                                            (5,023)           (12,549)
Sale of investments                                                                  6,992             13,003

Net cash inflow from financial investment                                            1,969                454

Corporation tax paid                                                                   (3)               (78)


Equity dividends paid                                                                    -              (504)

Financing
Buy-back of 121,720 (2003 - 27,047) ordinary shares                                   (78)               (17)

Net cash outflow from financing                                                       (78)               (17)
Increase/(decrease) in cash in the year                                              1,743              (137)

Analysis of cash balance
At 28 February 2003                                                                    360                497
Net cash inflow/(outflow) for the year                                               1,743              (137)


At 29 February 2004                                                                  2,103                360





Announcement based on statutory accounts (unqualified audit report)

The financial information set out in the announcement does not constitute the
Company's statutory accounts for the year ended 29 February 2004.  The statutory
accounts for the year ended 29 February 2004 will be delivered to the Registrar
of Companies following the Company's Annual General Meeting.



The financial information for the year ended 28 February 2003 is derived from
the statutory accounts for that year which have been delivered to the Registrar
of Companies.  The auditors reported on those accounts; this report was
unqualified and did not contain a statement under section 237(2) or (3) of the
Companies Act 1985.



A copy of the full annual report and financial statements for the year ended 29
February 2004 will be printed and posted to shareholders. Copies will also be
available to the public at the registered office of the Company at 17-18
Henrietta Street, London WC2E 8QH.



This announcement was approved by the Board on 2 June 2004.



END


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