Final Results Replacement
ProVen VCT plc
19 June 2008
The announcement entitled "Final Results" released as HUG1229433 at
16:16 on 19 June 2008 was incomplete. The full text of the
announcement is as follows:
PROVEN VCT PLC
FINAL RESULTS FOR THE YEAR ENDED 29 FEBRUARY 2008
FINANCIAL HIGHLIGHTS
Ordinary Shares 2008 2007
pence pence
Net asset value (per Ordinary Share) 88.5 108.3
Cumulative gross distributions paid 74.2 53.2
(from launch to 29 Feb 2008)
Total return 162.7 161.5
(net asset value plus cumulative distributions paid and
declared)
Dividends paid/payable in respect of the year ended 29
February 2008:
Interim dividend (per Ordinary Share) 6.00 31.0
(paid on 6 December 2007)
Second interim dividend (per Ordinary Share) 2.50 15.0
(paid on 14 March 2008)
Final proposed dividend (per Ordinary Share) 1.25 -
(payable on 22 July 2008)
9.75 46.0
'C' Shares 2008 2007
pence pence
Net asset value (per 'C' Share) 89.6 n/a
Cumulative gross distributions paid 1.0 n/a
(from launch to 29 Feb 2008)
Total return 90.6 n/a
(net asset value plus cumulative distributions paid and
declared)
Interim dividend (per 'C' Share) 1.00 n/a
(paid on 6 December 2007)
Final proposed dividend (per 'C' Share) 1.75 n/a
(payable on 22 July 2008)
2.75
CHAIRMAN'S STATEMENT
The year to 29 February 2008 has seen a sharp change in investor
confidence led by the "credit crunch" and general fears for the
economic outlook. While, in most cases, the underlying businesses of
the Company's investments have not been greatly affected by the
above, there has been some impact on investment valuations,
particularly of AIM-quoted investments.
Net Asset Value
Ordinary Shares
At the year end, the Company's net asset value per Ordinary Share
("Ordinary NAV") stood at 88.5p, an increase of 1.2p per share or
1.1% over the year after adjusting for the dividends of 21p per
Ordinary Share which were paid during the year.
Total return (Ordinary NAV plus cumulative dividends paid) to
Ordinary Shareholders who invested at the outset of the Company now
stands at 162.7p per share, compared to an original investment, net
of income tax relief, of 80p per share.
At 30 November 2007, the Company announced an Ordinary NAV of 113.5p
per share and a total return of 181.7p. The uplift at 30 November
2007 was primarily due to an increase in the valuation of Espresso
Group. This was based on projections prepared by Espresso using a
forecasting model which subsequently was found to be flawed.
Although the prospects for Espresso remain bright, the valuation of
the investment has been reduced back to a similar level as it was at
the half-year date. The reduction in the Espresso valuation has been
the primary reason for the reduction in the Company's Ordinary NAV
since 30 November 2007.
'C' Shares
At the year end, the Company's net asset value per 'C' Share ("'C'
Share NAV") stood at 89.6p, a decrease of 3.9p per share or 4.1% on
the initial 'C' Share NAV at launch after adjusting for the dividends
of 1.0p per 'C' Share which were paid during the year. Total return
('C' Share NAV plus cumulative dividends paid) to 'C' Shareholders
who invested at the 'C' Share fundraising now stands at 90.6p per
share. The 'C' Share pool has suffered from a full provision that
has been needed against one investment, The Vending Corporation
Limited. The Vending Corporation's business has experienced an
extremely sharp downturn and now faces an uncertain future.
Board change
There was one Board change during the year when David Eberly stepped
down as representative of Beringea, the Investment Manager, on 31
December 2007 and was replaced by Malcolm Moss. I wish to thank
David for his contribution since joining the Board in January 2007
and look forward to continuing to work with him in his role with
Beringea.
Malcolm Moss is a Senior Managing Director and Founder of Beringea
LLC and also sits on the board of Beringea Limited, the Company's
investment manager. Malcolm brings to the Board extensive investment
experience in the media, intellectual property rights and content
sectors.
Ordinary Share top-up issue
In February 2008, the Company launched a small Ordinary Share
fundraising. The Offer closed on 7 April 2008 having raised £1.1
million (net of costs). All shares were allotted after 29 February
2008.
Venture capital investments
It has been a busy year for the Company in terms of investment
activity. The Ordinary Share pool made six new investments and the
'C' Share pool eight new investments.
The Ordinary Share pool also made four major disposals, three of
which produced significant gains over their previous carrying
valuation. Total realised gains for the year were £1.8 million of
which £1.2 million arose from the disposal of Oasis Healthcare.
Overall. the Ordinary Share portfolio produced an unrealised loss of
£626,000 for the year. The loss is explained by a fall in share
prices of two AIM-quoted investments, full provisions made against
two unquoted investments where there is doubt as to whether value can
be recovered and adjustments (both up and down) of carrying values of
other unquoted investments generally based on trading performance.
The 'C' Share pool produced an unrealised loss of £905,000, mainly
explained by a full provision required against the investment in The
Vending Corporation Limited.
Results and dividend
The loss on activities after taxation for the year was £313,000
(2007: gain £7,394,000), comprising a revenue return of £682,000 and
a capital loss of £995,000.
On 6 December 2007, an interim dividend of 6.0p per Ordinary Share
(2007: 31.0p per share) and 1.0p per 'C' Share (2007: nil) was paid
to Shareholders. A second interim dividend of 2.5p per Ordinary Share
was paid on 14 March 2008.
The Board is proposing final dividends as follows:
Ordinary Shares 1.25p per share
'C' Shares 1.75p per share
Subject to Shareholder approval, these dividends will be paid on 22
July 2008 to Shareholders on the register at 4 July 2008.
Repurchase of shares
In order to ensure liquidity in the market in the Company's shares,
the Company operates a policy of buying in its own shares as they
become available in the market.
During the year, the Company repurchased 171,768 Ordinary Shares, at
an average price of 85.4p per share, and 2,677 'C' Shares, at an
average price of 81.5p per share, for cancellation. Generally, share
buybacks are undertaken at a 10% discount to the latest NAV published
by the Company. The Board intends to continue with this policy and
will put a resolution to Shareholders at the AGM.
Articles of Association
At the forthcoming AGM, the Board will seek Shareholder approval to
update the Company's Articles of Association. Resolution 10, which is
a special resolution, proposes the adoption of new Articles of
Association which incorporate a number of changes which are required
as a result of the implementation of the Companies Act 2006. An
explanation of the proposed changes is provided within the Report of
the Directors.
The Board recommends Shareholders vote for Resolution 10 as, in the
Board's opinion, the proposed changes are in the best interests of
Shareholders.
Annual General Meeting
The Annual General Meeting ("AGM") of the Company will be held at 39
Earlham Street, London WC2H 9LT at 11:00 am on 17 July 2008.
Four items of special business will be proposed at the AGM in respect
of share buybacks as mentioned above, two resolutions in connection
with authority for the Directors to allot shares and to change the
Articles of Association also as mentioned above.
Outlook
I am pleased to report that, since the year end, Company has realised
another of the investments held by the Ordinary Share pool. The
investment in ILG Digital was sold at a significant profit against
cost and an uplift against the valuation at 29 February 2008
equivalent to 6.9p per Ordinary Share.
Following the significant number of realisations in the last year and
the recent fundraising, the Ordinary Share pool now has funds
available for investment, as well as the significant level of funds
which the 'C' Share pool still has to invest. The rate of new
investments over the last year has been good, however, with more
uncertain economic conditions, it becomes increasingly important to
ensure that new investments remain of the highest quality.
REVIEW OF INVESTMENTS
ORDINARY SHARE POOL
Ordinary Share portfolio of investments
The following investments were held at 29 February 2008:
Valuation
movement % of
Cost Valuation in year portfolio
£'000 £'000 £'000 by value
Top ten venture capital
investments (by value)
Espresso Group Limited 2,048 6,015 683 29.5%
ILG Digital Limited 1,345 2,760 (591) 13.5%
SPC International Limited 1,145 1,011 (98) 4.9%
Campden Media Limited 975 972 (81) 4.8%
Optima Data Intelligence 900 900 - 4.4%
Services Limited
Ashford Colour Press Limited 875 828 115 4.1%
Donatantonio Limited 575 575 - 2.8%
Eagle Rock Entertainment Limited 420 565 145 2.8%
Saffron Media Group Limited 480 480 - 2.4%
(formerly Harmony Media Group
Limited)
Pilat Media Global plc* 173 320 (328) 1.6%
8,936 14,426 (155) 70.8%
Other venture capital
investments
UBC Media plc* 1,101 311 (228) 1.5%
Coolabi plc* 283 301 18 1.5%
ID Data plc* 263 3 - 0.0%
GB Industries Limited 1,134 - - 0.0%
Baby Innovations S.A. t/a 604 - (114) 0.0%
Steribottle
Sports Holdings Limited 147 - (146) 0.0%
3,532 615 (470) 3.0%
Total venture capital 12,468 15,041 (625) 73.8%
investments
Liquidity funds 4,400 21.6%
Cash at bank and in hand 945 4.6%
Total Ordinary Share investments 20,386 100.0%
All venture capital investments are unquoted unless otherwise stated.
* Quoted on AIM
All venture capital investments are registered in England and Wales
with the exception of Baby Innovations S.A., which is registered in
Madeira.
REVIEW OF INVESTMENTS
C SHARE POOL
'C' Share portfolio of investments
The following investments were held at 29 February 2008:
Valuation
movement % of
Cost Valuation in year portfolio
£'000 £'000 £'000 by value
Venture capital investments
Path Group Limited 1,000 1,000 - 7.6%
Donatantonio Limited 875 875 - 6.7%
Heritage Partners Limited 800 800 - 6.1%
Steak Media Limited 275 385 110 2.9%
Charterhouse Leisure Limited 371 371 - 2.9%
Breeze Tech Limited 175 175 - 1.3%
Dianomi Limited 126 126 - 1.0%
The Vending Corporation Limited 1,016 - (1,016) 0.0%
Total venture capital investments 4,638 3,732 (906) 28.5%
Liquidity funds 7,950 60.6%
Cash at bank and in hand 1,426 10.9%
Total 'C' Share investments 13,108 100.0%
All venture capital investments are unquoted and are registered in
England and Wales.
INCOME STATEMENT
for the year ended 29 February 2008
Company Position
Year ended Year ended
29 February 2008 28 February 2007
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Income 1,406 - 1,406 576 - 576
Gains on - 285 285 - 9,059 9,059
investments
1,406 285 1,691 576 9,059 9,635
Investment (218) (653) (871) (160) (479) (639)
management fees
Performance (47) (882) (929) - (1,416) (1,416)
incentive fees
Other expenses (185) (19) (204) (181) (5) (186)
Return on ordinary 956 (1,269) (313) 235 7,159 7,394
activities before
tax
Tax on ordinary (274) 274 - (36) 36 -
activities
Return attributable 682 (995) (313) 199 7,195 7,394
to equity
shareholders
Return per Ordinary 1.1p (0.1p) 1.0p 0.8p 29.7p 30.5p
Share
Return per 'C' 3.2p (7.1p) (3.9p) n/a n/a n/a
Share
Split as:
Ordinary Shares
Year ended Year ended
29 February 2008 28 February 2007
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Income 695 - 695 576 - 576
Gains on investments - 1,190 1,190 - 9,059 9,059
695 1,190 1,885 576 9,059 9,635
Investment management (143) (430) (573) (160) (479) (639)
fees
Performance incentive (47) (882) (929) - (1,416) (1,416)
fees
Other expenses (114) (13) (127) (181) (5) (186)
Return on ordinary 391 (135) 256 235 7,159 7,394
activities
before tax
Tax on ordinary (118) 118 - (36) 36 -
activities
Return attributable 273 (17) 256 199 7,195 7,394
to equity
shareholders
'C' Shares
Year ended Year ended
29 February 2008 28 February 2007
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Income 711 - 711 - - -
Gains on investments - (905) (905) - - -
711 (905) (194) - - -
Investment management (75) (223) (298) - - -
fees
Performance incentive - - - - - -
fees
Other expenses (71) (6) (77) - - -
Return on ordinary 565 (1,134) (569) - - -
activities
before tax
Tax on ordinary (156) 156 - - - -
activities
Return attributable 409 (978) (569) - - -
to equity
shareholders
All Revenue and Capital movements in the year for the Ordinary Shares
and 'C' Shares relate to continuing operations.
A Statement of Total Recognised Gains and Losses relating to each
class of share has not been prepared as all gains and losses are
recognised in the relevant Income Statements as shown above.
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
for the year ended 29 February 2008
Year ended Year ended
29 February 2008 28 February 2007
Ordinary 'C' Ordinary 'C'
shares shares Total shares shares Total
£'000 £'000 £'000 £'000 £'000 £'000
Opening shareholders' 25,249 - 25,249 26,733 - 26,733
funds
Issue of shares - 14,621 14,621 - - -
Share issue costs - (804) (804) - - -
Purchase of own (148) (2) (150) (711) - (711)
shares
Total recognised 256 (569) (313) 7,394 - 7,394
gains for the year
Distributions (4,888) (146) (5,034) (8,167) (8,167)
Closing shareholders' 20,469 13,100 33,569 25,249 - 25,249
funds
BALANCE SHEET
as at 29 February 2008
29 February 2008 28 February 2007
Ordinary 'C' Ordinary 'C'
Shares Shares Total Shares Shares Total
£'000 £'000 £'000 £'000 £'000 £'000
Fixed assets
Investments 15,041 3,732 18,773 15,629 - 15,629
Current assets
Debtors 769 87 856 968 - 968
Current investments 4,400 7,950 12,350 4,750 - 4,750
Cash at bank and in 945 1,426 2,371 4,218 4,491 8,709
hand
6,114 9,463 15,577 9,936 4,491 14,427
Creditors: amounts (686) (95) (781) (316) (4,491) (4,807)
falling due
within one year
Net current assets 5,428 9,368 14,796 9,620 - 9,620
Net assets 20,469 13,100 33,569 25,249 - 25,249
Capital and reserves
Called up share 1,157 3,654 4,811 1,165 - 1,165
capital
Capital redemption 140 1 141 132 - 132
reserve
Special reserve 8.836 - 8,836 13,145 - 13,145
Share premium 3,759 10,159 13,918 3,759 - 3,759
account
Capital reserve - 3,640 (73) 3,567 4,348 - 4,348
realised
Capital reserve - 2,573 (905) 1,668 2,376 - 2,376
unrealised
Revenue reserve 364 264 628 324 - 324
Total equity 20,469 13,100 33,569 25,249 - 25,249
shareholders' funds
Net asset value per 88.5p 89.6p 108.3p n/a
share
CASH FLOW STATEMENT
for the year ended 29 February 2008
Year ended Year ended
29 February 2008 28 February 2007
Ordinary 'C' Ordinary 'C'
Shares Shares Total Shares Shares Total
£'000 £'000 £'000 £'000 £'000 £'000
Net cash
(outflow)/inflow (1,003) 343 (660) (1,557) - (1,557)
from
operating
activities
Capital expenditure
Purchase of (2,805) (4,638) (7,443) (1,679) - (1,679)
investments
Sale of 4,985 - 4,985 11,884 - 11,884
investments
Net cash
inflow/(outflow) 2,180 (4,638) (2,458) 10,205 - 10,205
from
capital expenditure
Equity dividends (4,888) (146) (5,034) (8,167) - (8,167)
paid
Management of
liquid resources
Purchase of current
investments held (2,700) (11,850) (14,550) - - -
as liquidity funds
Withdrawal from 3,050 3,900 6,950 950 - 950
liquidity funds
Net cash
inflow/(outflow) 350 (7,950) (7,600) 950 - 950
from
liquid resources
Net cash
(outflow)/inflow (3,361) (12,391) (15,752) 1,431 - 1,431
before
financing
Financing
Proceeds from share 206 10,130 10,336 - 4,491 4,491
issue
Share issue costs - (804) (804) - - -
Purchase of own (118) - (118) (697) - (697)
shares
Net cash (outflow)/
inflow from 88 9,326 9,414 (697) 4,491 3,794
financing
(Decrease)/increase (3,273) (3,065) (6,338) 734 4,491 5,225
in cash
NOTES TO THE ACCOUNTS
for the year ended 29 February 2008
1. Return per share
Ordinary Shares 'C'
Shares
Revenue return per share based on:
Net revenue after taxation (£'000) 273 409
Weighted average number of ordinary shares 23,306,117 13,663,478
in issue
Capital return/(loss) per share based on:
Net capital gain for the financial year (17) (978)
(£'000)
Weighted average number of ordinary shares 23,306,117 13,663,478
in issue
2. Net asset value per share
2008 2007
Shares in Issue Net asset value Net asset value
2008 2007 per per
share £'000 share £'000
Ordinary Shares 23,138,248 23,310,016 88.5p 20,469 108.3p 25,249
'C' Shares 14,617,777 - 89.6p 13,100 - -
33,569 25,249
Announcement based on audited accounts
The financial information set out in this announcement does not
constitute the Company's statutory financial statements in accordance
with section 434 Companies Act 2006 for the year ended 29 February
2008, but has been extracted from the statutory financial statements
for the year ended 29 February 2008, which were approved by the Board
of Directors on 19 June 2008 and will be delivered to the Registrar
of Companies following the Company's Annual General Meeting. The
Independent Auditor's Report on those financial statements was
unqualified and did not contain any emphasis of matter nor statements
under s498 (2) and (3) of the Companies Act 2006.
The statutory accounts for the year ended 29 February 2008 have been
delivered to the Registrar of Companies and received an Independent
Auditors report which was unqualified and did not contain any
emphasis of matter nor statements under S237(2) or (3) of the
Companies Act 1985.
A copy of the full annual report and financial statements for the
year ended 29 February 2008 will be printed and posted to
shareholders shortly. Copies will also be available to the public at
the registered office of the Company at 39 Earlham Street, London WC2
9LT and will be available for download from www.provenvcts.com and
www.downing.co.uk.
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