Final Results

QUESTER VCT PLC ('the Company') Summary of results for the year ended 31 January 2003 Per Ordinary Share 2003 2002 2001 2000 1999 1998 (pence) Capital Values Net asset value 58.4 78.3 159.3 136.5 110.1 107.6 Share price 54.0 87.5 163.0 150.0 89.0 102.0 Return and Dividends Dividend - - 28.0 5.8 2.4 2.8 Cumulative dividend 41.5 41.5 41.5 13.5 7.7 5.3 Total Return* 99.9 119.8 200.8 150.0 117.8 112.9 *Net asset value plus cumulative dividend Shareholder information Annual General Meeting 11.00 a.m. on 18 June 2003 CHAIRMAN'S STATEMENT Introduction The year ended 31 January 2003 saw a continuation of the difficult conditions on which we commented in the last Annual Report. Stock market sentiment generally continued to be adverse with valuations in the technology-related sector, in which the Company holds a number of investments, continuing to be hard hit. At the same time, the business conditions faced by small companies, particularly in the technology-related sector, and the financing environment for such companies remained very difficult. During the year the Company achieved the realisation of two significant unquoted investments, resulting in a useful gain in each case. However, the difficult business and financing conditions referred to above had an adverse effect on a number of companies in the venture capital portfolio, requiring increases in the provisions held against a number of the unquoted investments. Overall, total recognised losses for the year amounted to £7.0 million or 20.1 pence per share, resulting in a reduction in the net asset value per share to 58.4 pence at 31 January 2003. After taking account of share buy-backs, the net asset value of the Company has been reduced from £27.6 million at 31 January 2002 to £20.3 million at 31 January 2003. Whilst the fall in the net asset value at this stage is very disappointing, the total return attributable to original investors in the Company (i.e. the net asset value per share at 31 January 2003 taken together with the dividends of 41.5 pence already paid) remains at almost exactly the original subscription price of 100 pence. The current portfolio, however, includes investments that we believe have significant potential for the future. In accordance with the Articles of Association, a proposal for the continuation of the Company is to be put to shareholders at the Annual General Meeting. Venture Capital Portfolio Performance Apart from the two realisations of unquoted investments, the performance of the venture capital portfolio generally has reflected difficult stock market and business conditions. Stock market movements resulted in a decline of £741,000 in the valuation of the quoted venture capital investments. The residual holding of quoted stock in Orchestream Holdings plc, which had produced a substantial gain for the Company at the time of the IPO in June 2000, was disposed of under a takeover offer. The Company's portfolio of unquoted investments, which contains a relatively high proportion of early stage businesses operating in a number of technology areas, continued to suffer from the harsh economic environment. As a result, it has been necessary to make further provisions in respect of certain businesses that have fallen behind plan. Provisions made during the year in respect of unquoted venture capital investments included £3.9 million treated as permanent diminutions in value (and accounted for as realised losses) and a further £3.0 million treated as unrealized losses. In present business and market conditions, the valuation of unquoted investments involves a difficult exercise of judgment.The Board considers that, after careful review, the valuations adopted at 31 January 2003 give a fair reflection of the overall value of the unquoted portfolio in accordance with the Guidelines issued by the British Venture Capital Association (BVCA). A further £2.2 million was committed during the year as additional investment in existing portfolio companies. A more detailed review of the performance of the venture capital portfolio is provided in the investment manager's report. Income Statement and Dividends The profit and loss account for the year ended 31 January 2003 shows a loss before tax of £2.7 million, no tax being payable.This includes net capital gains on realisation of investments of £1.5 million, less provisions representing permanent diminutions in value of £3.9 million referred to above and a deficiency of income against expenses of £345,000. Net losses per share amounted to 7.8 pence. The Statement of Total Recognised Gains and Losses shows net unrealized losses totalling £4.3 million (12.3 pence per share), relating to the decline in value of the quoted venture capital investments and the portfolio of FTSE 350 equities and the provisions made against a number of the unquoted venture capital investments. The total return attributable to shareholders for the year amounted to a net loss of £7.0 million or 20.1 pence per share. In these circumstances, the directors do not recommend the payment of a dividend. The retention of the cash proceeds of the realisations, in current market conditions, strengthens the Company's ability to take advantage of opportunities for generation of future value by continuing to invest in the existing portfolio. A transfer has been made from the special reserve created on 3 November 2000 following the reduction of share premium account, representing the total of realized losses on investments incurred since that date (i.e. in the year ended 31 January 2002 as well as the year ended 31 January 2003). The amount of the transfer is £11.5 million. Following this transfer, the profit and loss account shows a net credit balance at 31 January 2003 of £2.9 million. Balance Sheet At 31 January 2003 the total of venture capital investments, at valuations in accordance with BVCA Guidelines, amounted to £13.4 million including £796,000 in quoted venture capital investments (3.9% of net assets) and £12.6 million in unquoted investments (62.3% of net assets). Many of the companies in which Quester VCT has invested will require further rounds of finance as they grow. It is important that Quester VCT should be in a position to contribute to this funding process, provided the companies concerned continue to make satisfactory progress. For this purpose the Company holds reserves for follow-on investment in existing portfolio companies. These reserves are represented in terms of assets by the portfolio of FTSE 350 equities and fixed-interest securities. At 31 January 2003 the overall value of the portfolio of FTSE 350 equities and fixed interest securities amounted to £5.4 million comprising £3.8 million in fixed-interest securities (18.8% of net assets) and £1.6 million in equities (8.0% of net assets). These reserves for follow-on investment are considered currently to be at a satisfactory level in relation to the likely requirements. Outlook We remain cautious but positive about the outlook for the Company and its investments. The portfolio includes investments that we believe have significant potential for the future. However, present indications are that difficult stock market and business conditions will continue for some time yet. In the current environment, therefore, it seems likely that the realisation of value from many of the investments will require more time than might previously have been anticipated. For the year ending 31 January 2004 and in future, given a continuation of the Company (see below), it will be the intention of the Board to continue with the policy of maximum dividend distribution - i.e., subject to legal requirements and the need to retain cash to meet ongoing financial requirements, to seek each year to maximise the dividend payable from available distributable profits including capital gains achieved on investment realisations. The transfer that has been made from the special reserve, as referred to above, will enable dividends to be paid out of capital gains achieved on future investment realisations at an earlier date than would otherwise be possible, although the effect may be to some extent to reduce the capital base of the Company. In current market conditions, however, it is not possible to predict either the timing or level of the realisation of capital profits, and accordingly the amount and timing of future dividends remains uncertain. Continuation of the Company/Annual General Meeting It was stated in the prospectus of the Company dated 22 February 1996 and similarly in the prospectus dated 16 January 1997 that in order to avoid crystallizing investors' capital gains tax liability, in the case of investors obtaining re-investment relief (now called 'deferral relief '), the directors considered it desirable that shareholders should have an opportunity to review the future of Quester VCT at appropriate intervals. Accordingly, the Articles of Association of the Company require the directors to put a proposal for the continuation of Quester VCT to shareholders at the Company's seventh Annual General Meeting and thereafter at five yearly intervals. The Notice of the Annual General Meeting of the Company to be held on 18 June 2003 includes a resolution to this effect. In deciding to put forward this proposal in line with the Articles of Association, the directors have given the most careful consideration to the advantages and disadvantages of (a) a continuation of the Company and (b) the alternative of a voluntary winding up of the Company. Full details are set out in the Background to the Resolution for the Continuation of the Company section of the Annual Report. It is the Board's view that the interests of shareholders would be best served by a continuation of the Company, enabling the potential of the portfolio to be developed over an appropriate timescale and with an ongoing contribution from members of the Quester team in the key strategic planning decisions faced by the investee company managements. The Board accordingly recommends that shareholders vote in favour of the resolution. Andrew Holmes and John Spooner, by reason of their interests in the Company's investment manager, Quester Capital Management Limited, did not participate in the vote of the Board on this matter. The directors believe that the proposal relating to the continuation of the Company is in the best interest of shareholders generally. Accordingly, the Board recommends shareholders to vote in favour of the resolution on this matter to be proposed at the Annual General Meeting as all the directors intend to do in respect of their aggregate beneficial holdings of 867,157 ordinary shares representing approximately 2.5% of the issued share capital of the Company. Tom Scruby Chairman 30 April 2003 INVESTMENT MANAGER'S REPORT Introduction The year ended 31 January 2003 was another challenging one for the Company. Generally, the portfolio has continued to feel the pressure of the ongoing economic downturn. Some of the investments of Quester VCT are clearly making encouraging progress, while others have continued to fall behind previous expectations. While these conditions have produced a disappointing result in the accounts for the year ended 31 January 2003, with a further decline in the net asset value, it is clear that the portfolio holds a number of attractive investments with good potential for future capital growth. Progress of the venture capital portfolio During the year we have supported a number of companies in the investment portfolio with further rounds of finance and also made a significant contribution to their key strategic business planning decisions. A total of £2.2 million has been provided in additional financial support to 10 of the unquoted portfolio companies. Of this total, £1.3 million has been provided to companies included in the ten largest unquoted venture capital investments, including Advanced Valve Technologies Limited, Bowman Power Limited and HTC Healthcare Group plc. Others receiving further investment included The Casella Group Limited and Chelsea Stores Limited. Over the past year, the business conditions faced by small companies, particularly in technology-related sectors, have been very difficult, and some of the companies in which Quester VCT has invested have suffered as a result. The portfolio suffered two business failures during the year, Acedes Gear Tools Limited and Purple Technologies Limited (substantial provisions had already been made against the cost of these investments in the accounts at 31 January 2002). Provisions have been made in respect of a number of other investments where the business has fallen behind plan or to reduce valuations in order to reflect current conditions in the private equity market. Overall, amounts written off during the year (including in respect of the two business failures) and other provisions against cost of the unquoted venture capital investments totalled £6.9 million, of which write-offs and provisions representing permanent diminutions in value totalled £3.9 million, while provisions representing unrealised losses totalled a further £3.0 million. On the positive side, the Company was able to effect some good profitable realisations during the year. Realised profits of £1.7 million were generated from the sale of two unquoted investments, HMV Media Group plc and Pipeline Engineering and Supply Co. Limited.The exit from HMV was achieved following its IPO when we took the opportunity to sell our entire holding, generating an accounting profit of £1.45 million on cash proceeds of £2.3 million.The Pipeline exit resulted in a realised profit for the period of £228,000 on cash proceeds of £600,000. A take-over offer was accepted in respect of the residual holding in Orchestream Holdings plc, realising proceeds of £208,000 and a loss of £148,000 against the carrying value at 31 January 2002 (Orchestream had already delivered a significant gain for the Company at the time of its IPO in 2000, the overall result on this investment, including the final tranche now sold, being a net gain of £575,000 on an original cost of £1,250,000). A take-over offer was also accepted in respect of Deep Sea Leisure plc and part of the remaining holding in Surfcontrol plc was sold in the market, these transactions together realising proceeds of £410,000 against a similar carrying value at 31 January 2002. Movements in share prices over the year resulted in an unrealised loss of £ 741,000 on the remaining quoted venture capital investments. Venture capital investments made during the year Follow-on investments were made during the year as shown below: Company Industry Sector £'000 Advanced Valve Technologies Limited Industrial products & 496 services Bowman Power Limited Energy 500 The Casella Group Limited Industrial products & 225 services Chelsea Stores Limited Consumer goods 201 Communication & Control Electronics Electronics 113 Limited HTC Healthcare Group plc Consumer services 200 Other investments (4) 488 2,223 Sector analysis of the venture capital portfolio The portfolio of Quester VCT is balanced by sector and well spread. A summary of the sectors covered by the portfolio is as follows: Industry Sector Percentage of Valuation at Number of portfolio at investments valuation 31 January 2003 % £'000 Software 28.1 3,771 9 Consumer goods & services, 19.8 2,666 5 leisure and publishing Energy 11.4 1,526 1 Industrial products & 11.1 1,488 4 services Semiconductors 9.4 1,263 1 Internet 9.1 1,222 2 Electronics & communications 6.9 932 3 Healthcare 4.2 563 1 100.0 13,431 26 Valuation of the venture capital portfolio The unquoted investments have been valued in line with the accounting policies detailed in the Annual Report, which are based on the Guidelines issued by the British Venture Capital Association. Setting reasonable valuations on venture capital investments - especially in current market conditions - presents difficult issues of judgment. As noted above, provisions have been made in respect of a number of investments where the business concerned has fallen behind plan or to reduce valuations in order to reflect current conditions in the private equity market (i.e. where, in the case of the company concerned, the need for a new funding round is approaching and the previous round valuation at which the investment has been held looks high in current conditions). Among the 'ten largest unquoted venture capital investments', two are carried at valuations above cost, namely CDC Solutions Limited and Sift Group Limited (the valuations in each case being based on the last round price), while six are carried at cost and two, namely International Diagnostics Group plc and Advanced Valve Technologies Limited, at cost less a provision (in each case reflecting the fact that the business concerned had fallen behind plan). In relation to valuation reductions to reflect current conditions in the private equity market, a case in point is Anadigm Limited, an early stage company that has been making good progress in its business and which we consider to have good prospects for the future: the valuation, which at 31 January 2002 reflected the last round price, has nevertheless been reduced to cost. Outlook for the venture capital portfolio Quester's investment team regularly conducts reviews of the portfolio to identify those investee companies considered most likely to provide attractive opportunities for capital growth, to review the potential requirements of such companies for further rounds of finance and to determine what actions members of the team can take in helping the managements of these companies develop the full potential of their businesses. The most recent review has been of particular importance in view of the requirement of the Articles of Association that a proposal for the continuation of Quester VCT be put to shareholders at the forthcoming Annual General Meeting. The conclusion of this review has been to confirm that, while the business conditions faced by small companies over the last two years have been very difficult, and some of the companies in which Quester VCT has invested have suffered as a result, the portfolio holds a number of attractive investments with good potential for future capital growth. The summary of the businesses of the ten largest investments shown in the Annual Report gives a flavour of the significant commercial opportunities that these companies are seeking to address. It is emphasized, however, that a number of the companies concerned are still at a relatively early stage of development. Some of those involved in technology-related opportunities, for example, while showing satisfactory underlying development in their businesses, may still have only limited sales revenues and may still be lossmaking. The relevant table contained in the Annual Report - setting out information as to turnover, profit or loss before tax, retained profit or loss and net assets - illustrates this point. That information is derived from the latest available audited accounts of the companies concerned, and in some cases relates to financial periods expiring 12 months or more prior to the date of this report. In more recent trading, as explained in the summary of the businesses, several of the companies, including CDC Solutions Limited, Sift Group Limited and Sibelius Software Limited, have moved into profitability and/or positive cash flow. Reserves for follow-on investment As noted earlier, many of the companies in which Quester VCT has invested will require further rounds of finance as they grow. It is important that Quester VCT should be in a position to contribute to this funding process, provided the companies concerned continue to make satisfactory progress. For this purpose the Company holds reserves for further investment in these existing portfolio companies. These reserves are represented in terms of assets by the portfolio of FTSE 350 equities and fixed-interest securities referred to below, and are considered currently to be at a satisfactory level in relation to the likely requirements. In current market conditions, the only investments likely to be made in the current year will be follow-on investments to support the continuing development of companies in the existing portfolio. FTSE 350 Equity and Fixed Interest Portfolio The portfolio of FTSE 350 equities and fixed interest securities is retained as a reserve for potential future venture capital investment. It is managed on behalf of the Company by Laing & Cruickshank Investment Management Limited. The FTSE 350 holdings, covering 20 investments, stood at a valuation of some £ 1.6 million against an overall cost of £2.2 million as at the year end, reflecting an unrealised loss over the year of some £561,000 as a result of share price movements. The fixed interest holdings with an amortized cost of £ 3.8 million were at break-even. Conclusion Last year was another difficult period for the Company. We suffered some disappointments and regret that shareholders, after seeing significant cash returns from the Company in the years up until 2001, have seen this year a further fall in the net asset value per share. Nevertheless, the performance and prospects of a number of companies in the portfolio give cause for optimism as to the potential for realisation of substantial capital growth in individual cases and a strong measure of recovery, over a period of time, in the overall value of the Company's assets. Quester Capital Management Limited 30 April 2003 FUND SUMMARY AS AT 31 JANUARY 2003 Ten largest venture capital Industry sector Cost Valuation % of investments fund £'000 £'000 by value CDC Solutions Limited Software 1,020 1,770 8.7% Bowman Power Limited Energy 1,526 1,526 7.5% Anadigm Limited Semiconductors 1,263 1,263 6.2% HTC Healthcare Group plc Consumer services 1,000 1,000 4.9% Sift Group Limited Internet 875 972 4.8% Methuen Publishing Limited Publishing 751 751 3.7% Sibelius Software Limited Software 700 700 3.4% International Diagnostics Healthcare 1,050 564 2.8% Group plc Advanced Valve Technologies Industrial products & 2,030 508 2.5% Limited services Communication & Control Electronics 488 488 2.5% Electronics Limited 10,703 9,542 47.0% Other venture capital 11,755 3,889 19.2% investments Total venture capital investments 22,458 13,431 66.2% Listed fixed interest 3,809 3,816 18.8% securities Listed FTSE 350 equities 2,180 1,619 8.0% Total investments 28,447 18,866 93.0% Cash and other net current assets 1,429 1,429 7.0% Net assets 29,876 20,295 100.0% PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 JANUARY 2003 Notes 2003 2002 £'000 £'000 Loss on realisation of (2,373) (2,383) investments Income 1 412 483 Investment management 2 (494) (723) fee Other expenses 3 (263) (453) Loss on ordinary (2,718) (3,076) activities before taxation Tax on ordinary - - activities Loss on ordinary (2,718) (3,076) activities after taxation Dividends paid and - - proposed Transfer from reserves (2,718) (3,076) Basic loss per share 5 (7.8)p (9.4)p Diluted loss per share 5 (7.8)p (9.4)p All items in the above statement derive from continuing operations. The Company has only one class of business and derives its income from investments made in shares and securities and from bank deposits. In accordance with Financial Reporting Standard (FRS) 14, the outstanding options (note 9) give rise to no dilution to the return per share. STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES FOR THE YEAR ENDED 31 JANUARY 2003 Notes 2003 2002 £'000 £'000 Loss on ordinary activities after (2,718) (3,076) taxation Unrealised loss on revaluation of (4,308) (21,911) investments Total gains and losses recognised (7,026) (24,987) during the period Total recognised losses per share 5 (20.1)p (76.3)p NOTE OF HISTORICAL COST PROFITS AND LOSSES FOR THE YEAR ENDED 31 JANUARY 2003 2003 2002 £'000 £'000 Loss on ordinary activities before (2,718) (3,076) taxation Realisation of prior years' unrealised (4,112) (1,047) losses on investments Historical cost loss on ordinary (6,830) (4,123) activities before taxation Historical cost loss for the year (6,830) (4,123) retained after taxation and dividends BALANCE SHEET AS AT 31 JANUARY 2003 Note £'000 £'000 Fixed assets Investments 18,866 26,152 Current assets Debtors 847 831 Cash at bank 944 1,400 1,791 2,231 Creditors (amounts falling due within one year) (362) (769) Net current assets 1,429 1,462 Net assets 20,295 27,614 Capital and reserves Called-up equity share capital 1,736 1,764 Share premium account 2,787 2,787 Special reserve 17,559 29,302 Revaluation reserve (4,691) (4,495) Profit and loss account 2,904 (1,744) Total equity shareholders' funds 20,295 27,614 Net asset value per share 6 58.4p 78.3p Diluted net asset value per share 6 58.4p 78.3p Tom Scruby Chairman CASHFLOW STATEMENT FOR THE YEAR ENDED 31 JANUARY 2003 2003 2002 £'000 £'000 Cash outflow from operating activities (670) (770) Financial investment Purchase of venture capital investments (2,223) (4,790) Purchase of FTSE 350 equities and fixed interest (3,490) (5,352) securities Sale/redemption of venture capital investments 3,758 412 Sale/redemption of FTSE 350 equities and fixed 2,462 6,399 interest securities Total financial investment 507 (3,331) Equity dividends paid - (422) Financing Issue of ordinary shares under the terms of the - 54 dividend reinvestment scheme Issue of shares under the terms of the - 60 subscription share option agreement Issue of shares (net of issue expenses) - 2,885 Buy-in of shares (286) (164) Prior year costs associated with the buy-in of (7) - shares Total financing (293) 2,835 Decrease in cash for the year (456) (1,688) Reconciliation of net cash flow to movement in net funds Decrease in cash for the year (456) (1,688) Net funds at the start of the year 1,400 3,088 Net funds at the end of the year 944 1,400 NOTES TO THE FINANCIAL STATEMENTS 1 Income 2003 2002 £'000 £'000 Dividend income Unlisted companies 34 96 FTSE 350 listed companies 77 77 Interest receivable Listed fixed interest securities 156 177 Bank deposits 48 83 Loans to unquoted companies 96 46 Other income 1 4 412 483 2 Investment Management Fee 2003 2002 £'000 £'000 Investment management fee 494 723 Quester Capital Management Limited ('QCML') provides investment management services to the Company under an agreement dated 22 February 1996 as amended by a supplemental agreement dated 16 January 1997, a second supplemental agreement dated 30 June 1998 and a third supplemental agreement dated 8 September 1998. QCML is a wholly owned subsidiary of Querist Limited, a company in which APG Holmes and JA Spooner are beneficial shareholders. APG Holmes and JA Spooner are executive directors of QCML. QCML receives a management fee, payable quarterly in arrears, at the annual rate of 2.5% on the value of the audited net assets of the Company as at the end of the previous accounting period. This charge is capped to ensure that the Company's Running Costs do not exceed 3.25% of the closing net asset value. The net management fee for the year amounted to £494,000 (2002: £723,000); at 31 January 2003 an amount was recoverable from QCML in respect of the cap. QCML also provides administrative and secretarial services to the Company for which it is entitled to a fee of £40,000 per annum (subject to future adjustment in line with the RPI), which is included in other expenses (note 3). * Other expenses 2003 2002 £'000 £'000 Administrative and secretarial services 40 40 Directors' remuneration (note 4) 39 39 Auditor's remuneration - audit services 19 17 - non audit services 7 10 Legal and professional expenses 46 42 Irrecoverable VAT 67 246 Other expenses 45 59 263 453 * Directors' remuneration 2003 2002 £'000 £'000 Fees paid to directors 12 12 Amounts paid to third parties, excluding VAT, in 27 27 consideration of the services of directors 39 39 The total fees paid or payable in respect of individual directors for the year is detailed in the directors' remuneration report in the Annual Report. 5 Earnings per share The loss per share of 7.8p (2002: loss per share of 9.4p) is based on the loss on ordinary activities after tax of £2,718,000 (2002: loss of £3,076,000) and on ordinary shares of 35,007,514 (2002: 32,739,524), being the weighted average number of shares in issue during the year. There is no dilution effect in respect of the years ended 31 January 2002 and 31 January 2003. The total recognised losses per share of 20.1p (2002: 76.3p) is based on the total recognised losses for the year of £7,026,000 (2002: net losses of £ 24,987,000) and on 35,007,514 ordinary shares (2002: 32,739,524), being the weighted average number of shares in issue during the year. 6 Net asset value per share The calculation of net asset value per share as at 31 January 2003 is based on net assets of £20,295,000 (2002: £27,614,000) divided by the 34,725,817 ordinary shares in issue at that date (2002: 35,278,821). There is no dilution effect in respect of the years ended 31 January 2002 and 31 January 2003. The financial information set out above does not constitute the Company's statutory accounts for the year ended 31 January 2003. The statutory accounts for the year ended 31 January 2003 will be finalised on the basis of the financial information presented by the directors in the preliminary announcement and will be delivered to the Registrar of Companies following the Company's Annual General Meeting. Copies of the full financial statements for the year ended 31 January 2003 are expected to be posted to shareholders on 6 May 2003 and will be available to the public at the registered office of the Company at 29 Queen Anne's Gate, London, SW1H 9BU. ND
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