Final Results

THE INCOME & GROWTH VCT PLC PRELIMINARY RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2007 Chairman's Statement I am pleased to present the preliminary results of the Company for the year ended 30 September 2007. The middle part of this six-month period was overshadowed by economic uncertainties including debt market tremors which then influenced equity markets worldwide. The latter part has been dominated by the capital restructuring and the name change from TriVest VCT plc to The Income & Growth VCT plc, and the planning for the forthcoming subsequent Offer for Subscription by the Company. I will comment in more detail about these events below. The Board has been much encouraged by the positive Shareholder reaction to these latter events. Despite a fall in the net asset value per share, the performance of the portfolio continues in general to provide encouragement. Falls in the share prices of several of our quoted stocks have offset positive gains elsewhere in the portfolio. As I reported last year, the Company paid an interim dividend of 3 pence per share to Shareholders in respect of the year ended 30 September 2007. This year capital gains have again been realised, and in October 2007 a further interim dividend of 2 pence per share, also in respect of the year ended 30 September 2007, was paid. These distributions were in addition to the proposed final income dividend of 1 penny per share and final capital dividend of 1 penny per share for the year ended 30 September 2007. The total dividends paid and proposed in respect of the year under review will be 7.00 pence per share which compares with 3.25 pence per share paid in the financial year 2006. Economic Background At the end of the six-month period ended 30 September 2007 stock markets around the world were dominated by the difficulties in the US sub-prime mortgage market and in the UK by the events surrounding the banking activities of Northern Rock. Whilst the worst of the turmoil may be over in the short term, there can be no certainty that further falls in these stock markets will not be seen in the near future. During the six-month period ended 30 September 2007 the FT 100 index rose 4.27% and the FT all share index by 2.7% whilst the AIM index fell by 1.92%. The AIM new issue market has been largely dormant during this period with many IPO prices being substantially lower at the end of the period. Whilst the market in which the Company invests has not been directly or immediately affected by these events, sentiment may nevertheless have been affected, which could work in the Company's favour in the short to medium term if buying prices become more attractive. On the investment side generally, there is still no shortage of equity and debt providers looking for good propositions possibly because, inter alia, VCT managers which have raised substantial sums of money in recent years must invest these funds within three years from the date of subscription. Competition to finance such situations continues to remain relatively strong, although hopefully more of these providers will become more discerning or cautious. The Investment Advisers continue to be wary of some high valuations being placed on businesses in the current market, but they remain confident of sourcing good quality investments. Net Asset Value At 30 September, 2007, the Company's Net Asset Value (NAV) per share had fallen to 100.52 pence (2006: 112.89 pence), a decline of 10.96%. Whilst the Matrix Private Equity Partners LLP (MPEP) portfolio has risen by £4.38 million during the period, that of Foresight Group LLP (Foresight) has fallen by £8.87 million largely due to falls in the share price of several quoted companies. The Company, after the proposed final income dividend of 1 penny per share, the proposed final capital dividend of 1 penny per share and the earlier distributions of 3 and 2 pence per share referred to above, will have distributed dividends of 16.45 pence per share since the Company's launch. This total return since launch (including these dividends) of 114.97 pence compares with the initial NAV (after the launch expenses of the issue) of 94.5 pence per share. The Portfolio At present, MPEP manages some 77.6 % of the portfolio with Foresight managing 22.4%. By market sector, the portfolio is evenly balanced with investments in technology companies at 31.2%, manufacturing companies at 28.2%, construction and building materials at 17.9% and the balance in a variety of other sectors. When the portfolio is considered by stage of development, the portfolio is heavily dominated by MBO / MBI investments at 69.8%, with 19.3% in AIM quoted stocks, 8.7% in development capital companies and only 2.2% in early stage investments. As noted above, the Foresight portfolio has made mixed progress. You may recall that in January 2006 Corero plc was bought by Mondas plc. In April 2007 the Company received 1,358,525 additional shares in Corero in respect of the earnout from the initial sale of Mondas. In June 2007 the Company sold its investment in Rapide Communications Limited, realising a total loss of £335,523. An additional investment of £211,000 was made in July 2007 into Sarantel Group plc. In the same month the Company sold its stake in SmartFOCUS plc for £1,607,281, and its secured loan for £333,333. This represented a cumulative profit of £1,240,615. However, the difficulties surrounding the termination of the fuel additive contract with Petrol Ofisi in Turkey and the subsequent fall in the share price of Oxonica plc has dominated the performance of the Foresight portfolio during this period. The recent restructuring of this company together with its further fundraising is expected to stabilise the position of the company and allow it time to demonstrate the value of its business. The sharp decline in Oxonica's share price has been largely responsible for the fall in the net asset value of I&G during this period. Overall, the MPEP portfolio continues to perform extremely well with strong trading performances being shown by some of the investments; notably Blaze Signs, Youngman, PastaKing, Vectair, VSI and, not least, HWA. Within the MPEP portfolio in April 2007, Image Source repaid £695,000 of its secured subordinated loan. This produced a profit of £139,000, which together with the capital repayment, means the Company received a total of £834,000. In the same month Amaldis also repaid its loan stock of £890,000 pursuant to its restructuring. In May 2007, our 100,000 preference shares in Inca Interiors were converted into 36,370 A ordinary shares. In July 2007, we made an initial investment of £656,900 into ordinary shares, preference shares and secured loan stock in DiGiCo Europe. In September 2007, the Company made a further investment of £977,531 into ordinary shares, preference shares and secured loan stock in Blaze Signs Holdings, the manufacturer of signage for major multiple retailers. This was to assist the company in its acquisition of Active Sign Maintenance Limited. In the Nova portfolio, the Company invested a further £135,000 into IDOX for 1,800,000 ordinary shares in June 2007. NexxtDrive continues to move ahead with the development of its fuel efficiency products while it waits for an opportune moment to seek a public listing. At the end of the financial year, following Nova's resignation, the four investments and remaining cash were allocated between Foresight and MPEP. Revenue Earnings The revenue earnings after tax as shown in the profit and loss account for the year fell by £102,336. although there have been some sizeable fluctuations in sources of income. Loan stock interest has fallen by £361,043, mainly due to a decision taken to provide against the accumulated loan interest receivable from Aquasium. Income dividends from investments more than trebled to £148,606. Liquidity fund interest rose by £109,857 (41%), as higher cash balances after disposals earned higher rates of interest. Running costs were broadly similar to last year's other than an increase in professional fees of £49,092, arising from costs incurred in the restructuring of the Company. The effective tax rate declined due to the receipt of higher dividends from investee companies this year, which are not taxable, and a lower level of disallowable expenditure, causing a fall in the tax charged against revenue earnings of £81,479. Dividends The Company's revenue return per Ordinary Share was 0.62 pence per share (2006: 0.86 pence per share). As noted above, your Board will be recommending a final income dividend of 1 penny per share and a final capital dividend of 1 penny per share in respect of the year under review at the Annual General Meeting to be held on 6 February 2008. The dividends will be paid on 15 February 2008 to shareholders on the Register on 18 January 2008. Dividend Investment Scheme We are again offering Shareholders the opportunity to re-invest their dividends into shares of the Company at the latest published NAV per share as at the payment date of the dividends. Board members have indicated that they will be doing so to the extent of their full entitlement. The relevant enclosed form should be returned to Capita Registrars at the address given on the form so as to arrive by 31 January 2008 to ensure that you qualify to receive the proposed final dividend as shares. Valuation Policy In accordance with accounting standards, quoted stocks are valued at bid prices. It is worth commenting that the Fund holds a number of relatively early stage AIM listed stocks with limited marketability. In such cases, the price at which a sizeable block of shares could be traded, if at all, may vary significantly from the market price used. Change from TriVest VCT plc to The Income & Growth VCT plc In my Letter of 12 September 2007 to you earlier this year I said that: "....The Board has been aware for some time that Nova Capital Management (`Nova') wished to terminate its management agreement with the Company when it believed it had discharged the tasks and responsibilities set out in its mandate. Several months ago Nova and the Board concluded that this position had now largely been reached. ...." In the light of Nova's decision to resign and having reviewed extensively various options, the Board considered that it would be in the best interests of Shareholders to change the Company to a dual manager fund under the existing management of Foresight and MPEP. Foresight and MPEP became, therefore, the dual Managers of the Company on 31 August 2007 when Nova resigned. I would like to take this opportunity to thank Nova for its contribution in managing its portfolio over the past five years, after taking on the mandate at a difficult time for the portfolio in 2002, and I, together with the rest of the Board, wish Nova every success in the future. The proposals to restructure the Company were put to Shareholders at an Extraordinary General Meeting on 9 October 2007. All Resolutions were successfully passed. A total of 329 members who hold 4,826,201 Ordinary Shares, representing 13.20% of the Company, submitted proxy votes on the proposals. The Board was encouraged by this response and, on behalf of the Board, I would like to thank all Shareholders for their support. MPEP has to-date been the most successful of the Company's three managers and is currently one of the top VCT managers in the marketplace. MPEP was, therefore, selected to manage the new S Share fund which is currently being raised. Offer for Subscription by the Company The Offer for Subscription under the Securities Note to raise up to £15m for I&G by the issue of S Shares is being launched The reaction to date from independent commentators and the leading IFAs has, as expected, been positive. Share buy-backs During the year ended 30 September 2007, the Company continued to implement actively its buy-back policy and, accordingly, bought back 2,589,324 Ordinary Shares (representing 7.1 % of the shares in issue at the period end) at a total cost of £2,189,016 (net of expenses of £13,087). These shares were subsequently cancelled by the Company. I&G Website May I remind you that the Company has its own website which is now available at www.incomeandgrowthvct.co.uk. UK Private Equity 2007 Awards I am delighted to be able to inform you that MPEP was short listed for the third year running for the award for the Small Buyout House of the Year by unquote ", the UK private equity journal of record. I am confident that this is due in no small measure to the performance of their portfolio within I&G. I am also pleased to report that Chris Price of Foresight won the award for Rising Star of the Year at the same awards ceremony. This has been another busy year for the Board and the Managers. The Board continues to be pleased with the progress that the overall portfolio has made and we anticipate a number of profitable realisations over the forthcoming twelve months. Once again I would like to take this opportunity to thank Shareholders for their continued support. Colin Hook Chairman PROFIT AND LOSS ACCOUNT for the year ended 30 September 2007 30 September 2007 30 September 2006 Revenue Capital Total Revenue Capital Total £ £ £ £ £ £ Net unrealised losses on investments - (3,150,761) (3,150,761) - (4,074,141) (4,074,141) Net gains on realisation of investments - 85,906 85,906 - 1,556,784 1,556,784 Income 981,124 432,488 1,413,612 1,135,895 - 1,135,895 Investment management fees (225,226) (675,676) (900,902) (233,097) (699,292) (932,389) Other expenses (495,435) - (495,435) (458,520) - (458,520) Profit (loss) on ordinary activities before taxation 260,463 (3,308,043) (3,047,580) 444,278 (3,216,649) (2,772,371) Tax on ordinary activities (19,868) 19,868 - (101,347) 101,347 - Profit/(losses) on ordinary activities after taxation for the financial year 240,595 (3,288,175) (3,047,580) 342,931 (3,115,302) (2,772,371) Basic and diluted earnings per share: 0.62p (8.47)p (7.85)p 0.86p (7.84)p (6.98)p Dividends paid and payable Final dividend for the year ended 30 September 2006 293,324 293,324 301,156 - 301,156 Interim dividend for the year ended 30 September 2007 (paid in February 2007) - 1,173,297 1,173,297 - 1,003,852 1,003,852 Interim dividend for the year ended 30 September 2007 (declared in September 2007 and paid in October 2007) 731,790 731,790 - - - Over provision re prior year - (376) (376) Total declared in year 293,324 1,905,087 2,198,411 300,780 1,003,852 1,304,632 Proposed final dividend 365,895 365,895 731,790 293,324 Any proposed final dividend is subject to approval by Shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued in the period. STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES for the year ended 30 September 2007 30 September 30 September 2007 2006 Total Total £ £ Loss on ordinary activities (3,047,580) (2,772,371) after taxation Effect of changes in accounting policy arising from the introduction of FRS 26 - (483,352) ------ ------- Total recognised (losses) since last annual report (3,047,580) (3,255,723) === ==== NOTE OF HISTORICAL COST PROFITS AND LOSSES for the year ended 30 September 2007 30 September 30 September 2007 2006 Total Total £ £ Loss on ordinary activities before taxation (3,047,580) (2,772,371) Add unrealised gains on investments 3,150,761 4,074,141 Add/(less) realisation of revaluation gains/(losses) of previous years 1,042,522 (4,059,632) -------- ------- Historical cost profit/(loss) on 1,145,703 (2,757,862) ordinary activities before taxation ------ ------- (1,052,708) (4,062,494) Historical cost (loss) for the year after taxation and dividends === === BALANCE SHEET as at 30 September 2007 30 September 2007 30 September 2006 £ £ £ £ £ £ Non-current assets Investments at fair value 30,917,064 35,405,032 Current assets Debtors and prepayments 718,787 936,772 Current investments 6,581,497 5,969,440 Cash at bank 46,862 2,027,094 -------- -------- 7,347,146 8,933,306 Creditors: amounts falling due within one year Other creditors 1,337,587 43,064 Accruals 148,130 144,996 -------- -------- (1,485,717) (188,060) -------- -------- Net current assets 5,861,429 8,745,246 === === Net assets 36,778,493 44,150,278 === === Capital and reserves Called up share capital 365,895 391,099 Share premium account 136,594 60,974 Capital redemption reserve 53,334 27,441 Special reserve 21,508,270 25,025,881 Capital reserve - unrealised 8,425,545 12,618,828 Profit and loss account 6,288,855 6,026,055 === === 36,778,493 44,150,278 === === Net asset value per Ordinary Share basic and diluted 100.52p 112.89p RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS for the year ended 30 September 2007 Year ended Year ended 30 September 30 September 2007 2006 £ £ Opening shareholders' funds 44,150,278 49,204,719 Net share capital bought back in the year (2,202,103) (1,038,937) Net share capital subscribed for in the year 76,309 61,499 Loss for the year (3,047,580) (2,772,371) Dividends paid/payable in the year (2,198,411) (1,304,632) -------- -------- Closing shareholders' funds 36,778,493 44,150,278 -------- -------- CASH FLOW STATEMENT for the year ended 30 September 2007 Year ended 30 September 2007 Year ended 30 September 2006 Operating activities £ £ £ £ Investment income received 1,758,835 972,767 Other income received 11,754 7,812 Investment management fees paid (1,026,861) (932,389) Other cash payments (492,457) (488,253) -------- -------- Net cash inflow/(outflow) from operating activities 251,271 (440,063) Investing activities Acquisition of investments (3,544,272) (2,410,773) Disposal of investments 4,968,804 3,857,334 -------- -------- 1,424,532 1,446,561 Equity Dividends Payment of equity dividends (1,466,621) (1,304,632) -------- -------- Cash inflow (outflow) before financing and liquid resource management 209,182 (298,134) Management of liquid resources (Decrease)/increase in monies held pending investment (612,057) 376,433 Financing Issue of Ordinary shares 76,309 61,499 Purchase of own shares (1,653,666) (1,038,937) -------- -------- (1,577,357) (977,438) Decrease in cash for the year (1,980,232) (899,139) === === RECONCILIATION OF PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES for the year ended 30 September 2007 Year ended Year ended 30 September 30 September 2007 2006 £ £ Net Revenue before taxation 260,463 444,278 Investment management fees charged (675,676) (699,292) to capital Transaction costs (1,419) (27,071) (Decrease)/increase in debtors 217,985 (151,700) Increase/(decrease) in creditors and 17,430 (6,278) accruals Capital dividend 432,488 - Net cash inflow/ (outflow) from 251,271 (440,063) operating activities ANALYSIS OF CHANGES IN NET FUNDS for the year ended 30 September 2007 Cash Liquid resources Total 2007 2007 2007 £ £ £ As at 30 September 2006 2,027,094 5,969,440 7,996,534 Cash flows (1,980,232) 612,057 (1,368,175) At 30 September 2007 46,862 6,581,497 6,628,359 -------- -------- -------- INVESTMENT PORTFOLIO SUMMARY as at 30 September 2007 Cost at Valuation Valuation at % of portfolio at 30-Sep-07 30-Sep-07 30-Sep-06 by value Foresight Group LLP Oxonica plc 2,136,763 1,944,060 7,245,512 6.29% Specialist in the design, manipulation and engineering of properties of materials at the nano-scale Camwood Limited 1,028,181 1,028,181 1,669,520 3.33% Provider of software repackaging services Biomer Technology Limited1 137,170 753,837 753,837 2.44% Developer of biomaterials for medical devices NexxtDrive Limited1 812,014 738,264 468,750 2.39% Developer of transmissions technologies for applications in the automotive, construction and industrial sectors Aquasium Technology Limited 700,000 567,310 1,059,610 1.83% Business engaged in the design, manufacturing and marketing of bespoke electron beam welding and vacuum furnace equipment Alaric Systems Limited 595,803 446,822 595,763 1.45% Software developer and provider of support services in the credit/ debit card authorisation and payments market Sarantel plc 1,881,251 408,465 798,621 1.32% Developer and manufacturer of antennae for mobile phones and other wireless devices DCG Datapoint Group Limited 312,074 376,283 311,853 1.22% Design, supply and integration of data storage solutions Aigis Blast Protection Limited 272,120 249,990 333,320 0.81% Specialist blast containment materials company Corero plc (formerly Mondas plc) 600,000 279,955 238,255 0.91% Provider of e-business technologies ANT plc 462,816 131,319 393,958 0.42% Provider of embedded browser/ email software for consumer electronics and Internet appliances SmartFOCUS Group plc - - 1,856,969 0.0% Provider of analytic software to support targeting and execution of marketing campaigns Rapide Communication Limited - - 66,666 0.00% Mobile phone software company Monactive Limited - - - 0.00% Provider of software management tools that monitor usage of software versus licences held 8,938,192 6,924,486 15,792,634 22.41% Matrix Private Equity Partners LLP HWA Limited (trading as 69,105 4,691,649 3,348,323 15.17% Holloway White Allom) Refurbishment, restoration and construction of notable public buildings and top-end residential dwellings in and around London Youngman Group Limited 1,000,052 2,930,234 2,368,418 9.47% Manufacturer of ladders and access towers Image Source Group Limited 305,000 2,850,171 3,232,667 9.22% Royalty free picture library Blaze Signs Holdings Limited 1,338,500 1,704,694 360,969 5.51% Manufacturer and installer of signs BBI Holdings plc 496,119 1,430,231 1,227,231 4.63% Manufacturer of gold conjugate for the medical diagnostics industry Tikit Group plc1 500,000 1,304,346 960,868 4.22% Provider of consultancy, services and software solutions for law firms Ministry of Cake Limited 721,280 1,039,709 556,169 3.36% Manufacturer of desserts and cakes for the food service industry Amaldis Limited (formerly 80,313 967,438 3,127,944 3.13% Original Additions) Manufacturer and distributor of beauty products Tottel Publishing Limited 514,800 809,221 759,048 2.62% Publisher of specialist legal and taxation titles PXP Holdings Limited 790,912 790,912 - 2.56% (Pinewood Structures) Designer, manufacturer and supplier of timber frames for buildings I-DOX plc1 872,625 775,833 366,083 2.51% Provider of document storage systems VSI Limited 388,853 730,901 388,842 2.36% Provider of software for CAD and CAM vendors DiGiCo Europe Limited 656,900 656,900 - 2.12% Design and manufacture of audio mixing desks PastaKing Holdings Limited 292,405 611,778 292,405 1.98% Manufacturer and supplier of fresh pasta meals British International Holdings 500,000 538,535 500,000 1.74% Limited Helicopter service operators Brookerpaks Limited 55,000 416,130 621,555 1.35% Importer and distributor of garlic and vacuum-packed vegetables to supermarkets and the wholesale trade Racoon International Holdings Limited 550,852 413,139 - 1.34% Supplier of hair extensions, hair care products and training B G Consulting Group Limited/ 1,153,976 332,212 128,344 1.07% Duncary 4 Limited Technical training business Campden Media Limited 334,880 326,842 334,880 1.06% Magazine publisher and conference organiser Vectair Holdings Limited 215,914 300,579 215,914 0.97% Designer and distributor of washroom products Letraset Limited 650,000 213,982 622,737 0.69% Manufacturer and worldwide distributor of graphic art products SectorGuard plc 150,000 107,142 150,000 0.35% Provider of manned guarding, mobile patrols and alarm response services Inca Interiors Limited 350,000 50,000 50,000 0.16% Design, supply and installation of quality kitchens to house developers Other investments in the portfolio 2 1,719,785 - - 0.00% 13,707,271 23,992,578 19,612,397 77.59% Total 22,645,643 30,917,064 35,405,031 100.00% 1 Investments formerly managed by Nova Capital Management Limited up to 31 August 2007. 2 Other investments in the portfolio managed by Matrix Private Equity Partners LLP comprises The Hunter Rubber Company Limited (in administration), Stortext-FM Limited/Stortext (DO) Limited and FH Ingredients Ltd (in administration). The financial statements from which this preliminary announcement was prepared were approved and authorised for issue by the Board of Directors on 30th November 2007. Notes 1. The audited results for the year ended 30 September 2007 have been prepared under UK Generally Accepted Accounting Practice (UK GAAP) on a basis consistent with the accounting policies followed for the year ended 30 September 2006 and, to the extent that it does not conflict with the Companies Act 1985, the 2003 Statement of Recommended Practice, `Financial Statements of Investment Trust Companies', revised December 2005. 2. In accordance with the policy statement published under "Management and Administration" in the Company's Prospectus dated 13 October 2000, the Directors have charged 75% of the investment management expenses to capital reserve. 3. The full provisions of the accounting requirements of FRS 20 (accounting for share based payments) do not apply, as the incentive agreement with the Investment Managers existed before the date from which FRS 20 became applicable. 4. The basic revenue return per Ordinary Share is based on the net revenue from ordinary activities after taxation of £240,595 (2006: £342,931) and on 38,802,180 (2006: 39,694,960) Ordinary Shares, being the weighted average number of Ordinary Shares in issue during the year. 5. The basic capital return per Ordinary Share is based on net realised and unrealised capital losses of £3,064,855 (2006: £2,517,357), net capital costs (including investment management fees) of £655,808 (2006: £597,945), capital dividend income of £432,488 (2006: Nil), and on 38,802,180 (2006: 39,694,960) Ordinary Shares, being the weighted average number of Ordinary Shares in issue during the year. 6. These are not full accounts in terms of section 240 of the Companies Act 1985. The Annual Report for the year to 30 September 2007 will be sent to shareholders shortly and will then be available for inspection at One Jermyn Street, London SW1Y 4UH, the registered office of the Company. Statutory accounts will be delivered to the Registrar of Companies after the Annual General Meeting. The audited accounts for the year ended 30 September 2007 contain an unqualified audit report. 7. The Company revoked its investment company status on 30 November 2005 which means that it is now able to make capital distributions from realised profits when previously it could only pay dividends from income. 8. The Company proposes to pay a final dividend from income of 1 penny per share (2006: 0.75 pence) per share, and a final dividend from capital of 1 penny per share (2006: Nil) in respect of the year ended 30 September 2007. The dividends will be paid on 15 February 2008 to Shareholders on the Register on 18 January 2008. 9. The Annual General Meeting will be held at 11.00 am on 6 February 2008 at One Jermyn Street, London SW1Y 4UH.
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