Final Results

British Smaller Companies VCT PLC 10 June 2003 10 June 2003 BRITISH SMALLER COMPANIES VCT plc Unaudited preliminary results for the year ended 31 March 2003 # •Significant increase in unquoted portfolio valuation # •Early signs of realisation opportunities British Smaller Companies VCT plc ('the Company') today announces its unaudited preliminary results for the year to 31 March 2003 FINANCIAL SUMMARY Unaudited Audited Year ended Year ended 31 March 2003 31 March 2002 Income: £452,000 £667,000 Net revenue return before tax: £125,000 £346,000 Net revenue return after tax: £125,000 £323,000 Revenue return per share: 0.80p 2.05p Total return per share: (2.13)p (13.02p) Total dividend per share (net): 0.85p 2.00p Net assets: £10.14m £10.68m Net asset value per share: 65.3p 68.0p Number of qualifying investments: 32 32 Value of qualifying investments: £8.35m £8.61m Announcing the results, the Chairman, Sir Andrew Hugh Smith, reported that, despite difficult market conditions in the period under review, there were a number of unquoted companies in the portfolio that continued to show a sustainable increase in earnings. In certain cases the valuations of these companies had been increased accordingly. In others, the valuation had been held constant due to concerns over the macro economic environment and the uncertainty this brings to particular markets in which some of the companies operate and thus the longer term stability of earnings. Nevertheless, the Board is encouraged by the general trend of the portfolio's development. The unquoted portfolio showed a net increase in valuation of £0.85m in the year. The AIM investments, which comprise just over 20% at cost of the current portfolio, had a disappointing year, falling in value by some £1.14m which reflected the general quoted market downturn in that same period. Overall, the net asset value per share, before the payment of dividends, fell by just 2.6% in the year comparing favourably with the much larger falls in the quoted stock market indices. Investments With the Company fully invested for the purposes of meeting the VCT legislative targets the Board and its Investment Adviser, Yorkshire Fund Managers Limited, are able to be selective in the evaluation of new investment opportunities. Just over £1m was invested in the year, of which £874,000 was into 3 new investments. The remainder was as follow-on finance into the existing portfolio to fund further growth in those companies. Portfolio and Realisations In the current economic climate realisation opportunities remain limited, particularly for unquoted companies and the generally cautious financial markets in the period impacted on the liquidity of small cap stocks, particularly AIM quoted stocks. During the year, the Company disposed of two AIM holdings, CRC Group plc and Honeycombe Leisure plc. Part of the Company's holding in Spring Grove Property Maintenance plc was also disposed of when that company's share price strengthened sharply six months after flotation. Since the year end part of the Company's holding in Cardpoint plc was realised at a profit of £47,000 over the 31 March 2003 carrying value. Although there were no realisations in the unquoted portfolio during the year, Sir Andrew commented that, 'With a number of companies now maturing we are beginning to see some corporate activity in this area and we remain focused on achieving capital appreciation for our Shareholders.' Echoing these comments, Phil Cammerman, Managing Director of Yorkshire Fund Managers Limited, said that, 'The early signs of increased corporate activity should result in opportunities not only to achieve realisations at greater value but will allow other portfolio companies to improve their positions within their own markets.' Results and Dividend A final dividend of 0.6p per share is being recommended, bringing the total dividend payout for the year to 0.85p per share. If approved, this will be paid on 4 August 2003 to Shareholders on the register on 20 June 2003. Continuation of the Company As stated in the original and subsequent Prospectus' of the Company, the directors considered it desirable that Shareholders should have the opportunity to review the future of the Company at appropriate intervals. Thus, at the forthcoming Annual General Meeting a proposal will be put to Shareholders that the Company continues as a VCT. The directors have given careful consideration to this resolution and are unanimous in recommending support for the proposal. Sir Andrew commented that, 'It is the Board's view that the interests of Shareholders would be best served by a continuation of the Company. This will enable the potential of the portfolio to be developed over an appropriate timescale.' Full details of the reasons why the directors consider it to be in the best interests of Shareholders to continue the Company as a VCT will be set out in the Annual Report, which is expected to be posted to Shareholders on 12 June. Outlook Referring to the Company's prospects for the current year, Sir Andrew said, 'On the assumption that there are no adverse developments in the economy and that business confidence slowly improves, we expect further progress from many of our investee companies.' For further information, please contact: Phil Cammerman Managing Director Tel: 0113 294 5050 Yorkshire Fund Managers Ltd Alan Davies Finance Director Tel: 0113 294 5050 Yorkshire Fund Managers Ltd Chairman's Statement The UK economic environment in which your Company operates has continued to be difficult in the second half of the financial year and has followed the general trend that I reported on in my interim statement. Over recent months the markets have shown some signs of stabilising but, inevitably, at a much lower level than that of this time last year. Market sentiment toward the technology sector remains particularly depressed and valuations of companies operating in these markets, of which your Company has a number, are forced to reflect this even though individual businesses may be performing satisfactorily. In the year under review the FTSETM All Share Index fell some 32% and the TechMARKTM All Share Index fell 47%. After allowing for dividend distributions paid and proposed, the fall of 3% in your Company's net asset value per share in that same period compares very favourably with these quoted stock market indices. Despite these difficult conditions, a number of companies within the portfolio continue to show earnings increases on a sustainable basis and your Board has felt it appropriate to increase valuations accordingly. In other cases, despite improvements in operating and financial performance, your Board has not increased the carrying value of the investment due to concerns as to the macro economic environment and the uncertainty this brings as to sustainability of current growth. Nevertheless, your Board is encouraged by the general trend of the portfolio's development and a few early signs of realisation opportunities. Investment Portfolio Given that your Company is fully invested for the purposes of meeting the VCT legislative targets for qualifying investments, your Board and its Investment Adviser, Yorkshire Fund Managers Limited, have been selective in the evaluation of investment opportunities throughout the last year. A total of £1.03m was invested in the year, of which £874,400 was into three new investments. All of these completed in the first half of the year and were covered in my interim report. During the second half of the year a further £42,500 was invested in Imerge Limited as part of the staged funding of this business which is a recognised world leader in internet connected hard disk-based audio products and media appliances. Imerge's potential has been widely recognised. Most recently, it was placed 39th in The Sunday Times' Tech Track 100 in 2002, and qualified as the 8th fastest growing technology company in the eastern region in the Deloitte & Touche Eastern Fast 50 Programme. A further £7,500 has been invested as part of this same commitment since the year end. The valuation movement on the investment portfolio was a net decrease of £290,000. Of the 28 trading companies in the portfolio, three are new additions this year and, of the remainder, four have increased in value during the year, 14 have decreased and seven have been kept at their March 2002 value. The unquoted venture capital portfolio has performed relatively well with a net increase of £846,000 whilst the AIM quoted portfolio fell in value by £1,136,000. On a like-for-like basis the fall in the value of the AIM portfolio was 36%. There were two full realisations from the AIM quoted portfolio during the year, CRC Group plc and Honeycombe Leisure plc, and a partial realisation of your Company's holding in Spring Grove Property Maintenance plc. Although these realisations resulted in a net loss of £40,000 on carrying value in the year, they represented a profit on historic cost of £127,000. There were no realisations of unquoted investments in the year although there were a number of scheduled redemptions of Preference shares and loans. Most notably, The JDA Group Limited repaid its loan well ahead of schedule and redeemed 75% of its Preference shares. A total of £245,000 was repaid by JDA in the year including £17,000 of premium on the Preference shares. Your Board and Yorkshire Fund Managers continue to look for realisation opportunities although these remain limited in the current economic climate. Nevertheless, with a number of companies now maturing we are beginning to see some corporate activity in this area and we remain focused on achieving capital appreciation for our Shareholders. Your Company has maintained its VCT qualifying company ratios throughout the year. These ratios are continually monitored by your Board whose policy is to maintain an adequate margin above the minimum levels to allow for contingencies and operating flexibility. Financial Results The net revenue return for the year was £125,000 equating to 0.8p per share. Current returns are depressed by the earlier stage technology investments in the portfolio that still have negative distributable reserves and, therefore, cannot service the investment at this stage in their life cycle. Subject to any capital realisations that the Board may decide to distribute, this trend is expected to continue in the immediate future. However, the aim of investment in these earlier stage companies was always to generate significant capital gains in the longer term and your Board is satisfied that there remains the potential for capital growth in a number of these investments, albeit it is not possible under the BVCA guidelines to reflect this potential through increased valuations at this time. Chairman's Statement An interim dividend of 0.25p per share was paid on 3 January 2003. In line with the previous policy of distributing the majority of revenue profits, your Board is recommending the payment of a final dividend of 0.6p per share. If approved, this will be paid on 4 August 2003 to Shareholders on the register on 20 June 2003. The total return for the year, after taking into account capital movements on the valuation of investments and expenses allocated to capital account was a loss of £331,000, or 2.13p per share (2002: £2,049,000, or 13.02p per share respectively). The net asset value at 31 March 2003 was 65.3p per share (2002: 68.0p). Shareholder Relations Your Board and Yorkshire Fund Managers Limited have continued to explore ways in which liquidity in your Company's shares can be improved. In an attempt to both improve information and stimulate interest in the sector we now announce net asset values quarterly and we are continuing to talk to our brokers and market makers to explore other opportunities in creating improved liquidity. Shareholders will recall that some time ago arrangements were put in place to convert the Share Premium Account to a Special Distributable Reserve to enable the Company to purchase its own shares in the market without affecting its ability to pay tax free dividends to Shareholders. The Board believes that it will be in Shareholders' interests if the use of the Special Distributable Reserve is extended for other corporate purposes of the Company. In particular, the reserve is available to eliminate accumulated losses on the capital reserve prior to 1 April 2003 to facilitate the distribution of future capital profits on the realisation of investments. As a means of extending our communication with Shareholders, Yorkshire Fund Managers Limited is hosting a series of presentations to Shareholders of all three VCTs under its management. The first of these was held in London on 6 March and was very well attended. David Cartwright of PricewaterhouseCoopers LLP, our VCT status adviser, updated attendees on current and proposed VCT legislation and there were presentations from two unquoted portfolio companies, CCCoutdoors Limited and Cozart Bioscience Limited. The next presentation will be held in Leeds on 24 June. Further presentations are planned in London, Birmingham and Edinburgh. Continuation of the Company's Activities It was stated in the Prospectus of the Company dated 28 February 1996 and similarly in the Prospectus' dated 12 February 1997 and 13 February 1998 that the directors considered it desirable that Shareholders should have an opportunity to review the future of the Company at appropriate intervals. Accordingly, the Articles of Association of the Company require that at the forthcoming Annual General Meeting, the Directors place before Shareholders a resolution to the effect that the Company continues as a venture capital trust. In recommending this proposal, the Directors have given the most careful consideration to the advantages and disadvantages for Shareholders of a continuation of the Company and the alternatives of a corporate reorganisation or a voluntary winding up. Your Board has also recognised that any decision to wind up the Company would result in Shareholders suffering a crystalisation of any capital gains tax that had been deferred at the time of investment. It is the Board's view that the interests of Shareholders would be best served by a continuation of the Company. This will enable the potential of the portfolio to be developed over an appropriate timescale and under the continuing supervision of your investment managers, not least in overseeing the key strategic planning decisions faced by the management teams of the investee companies. The Board accordingly recommends the Shareholders to vote in favour of the continuation of the Company as a venture capital trust and intend to support the resolution in respect of their aggregate beneficial holdings of 1.6% of the issued share capital of the Company. Yorkshire Enterprise Limited, the ultimate holding company of Yorkshire Fund Managers Limited, and a holder of 3.4% of the voting rights in this Company, has expressed its intention to support the recommendation. Outlook Your Board remains encouraged by the overall development of the portfolio with a number of potential realisation opportunities beginning to present themselves. On the assumption that there are no further adverse developments in the economy and that business confidence slowly improves, we expect further progress from many of our investee companies. Sir Andrew Hugh Smith Chairman Unaudited Statement of Total Return (incorporating the Revenue Account) for the year ended 31 March 2003 Unaudited Audited Year ended Year ended 31 March 2003 31 March 2002 Notes Revenue Capital Total Revenue Capital Total £000 £000 £000 £000 £000 £000 Net losses on - (281) (281) - (2,164) (2,164) investments Income 452 - 452 667 - 667 Investment (58) (175) (233) (77) (231) (308) advisory fee Other (269) - (269) (244) - (244) expenses -------- -------- -------- -------- -------- -------- Net return on ordinary activities before taxation 125 (456) (331) 346 (2,395) (2,049) Tax on ordinary activities 2 - - - (23) 23 - -------- -------- -------- -------- -------- -------- Net return on ordinary activities after taxation 125 (456) (331) 323 (2,372) (2,049) Dividends in respect of equity shares 3 (132) - (132) (315) - (315) -------- -------- -------- -------- -------- -------- Transfer (7) (456) (463) 8 (2,372) (2,364) (from) to reserves ======== ======== ======== ======== ======== ======== Return per Ordinary share Basic and 4 0.80p (2.93)p (2.13)p 2.05p (15.07)p (13.02)p diluted Notes The revenue column of this statement is the profit and loss account of the Company. All activity has arisen from continuing operations. There is no difference between the net revenue return on ordinary activities before taxation and the transfer to revenue reserves for the financial year and their historic cost equivalents. Unaudited Balance Sheet at 31 March 2003 Unaudited Audited Note 2003 2002 £000 £000 Fixed assets Investment portfolio 8,349 8,612 ------- ------- Current Assets Investments 1,485 1,921 Debtors 156 68 Cash 317 275 ------- ------- 1,958 2,264 Creditors: amounts payable within one (170) (195) year ------- ------- Net Current Assets 1,788 2,069 ------- ------- Total Net Assets 10,137 10,681 ======= ======= Capital and Reserves Called-up share capital 1,552 1,571 Capital redemption reserve 35 16 Capital reserve (5,115) (4,659) Special reserve 13,647 13,728 Revenue reserve 18 25 -------- -------- Equity shareholders' fund 10,137 10,681 ======== ======== Net asset value per Ordinary share 5 65.3p 68.0p ======== ======== Unaudited Cash Flow Statement for the year ended 31 March 2003 Unuadited Audited Year ended Year ended 31 March 2003 31 March 2002 £000 £000 Net cash (outflow) inflow from (114) 206 operating activities ------- ------- Taxation Tax repayments received - 186 ------- ------- Investing activities Purchase of investments (1,028) (2,327) Proceeds from disposal of investments 1,001 1,188 ------- ------- Net cash outflow from investing (27) (1,139) activities ------- ------- Equity dividends to Shareholders (181) (346) ------- ------- Net cash outflow before management of liquid resources and financing (322) (1,093) ------- -------- Management of liquid resources Purchase of fixed interest government (880) (437) stocks Proceeds from the sale of fixed 1,325 1,182 interest government stocks ------- ------- Net cash inflow from management of 445 745 liquid resources ------- ------- Financing Purchase of own shares (81) (42) ------- ------- Net cash outflow from financing (81) (42) ------- ------- Increase (decrease) in cash 42 (390) ======= ======= Notes 1. Basis of Reporting This preliminary announcement, which has been prepared on a basis consistent with the previous year, does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985. The announcement has been agreed with the Company's auditors for release. The information for the year ended 31 March 2002 is an extract from the statutory accounts to that date which have been delivered to the Registrar of Companies. Those accounts included an audit report which was unqualified and which did not contain a statement under Sections 237(2) or 273(3) of the Companies Act 1985. The statutory accounts for the year ended 31 March 2003, upon which the auditors still have to report, will be delivered to the Registrar following the Company's Annual General Meeting. 2. Taxation Charge (Credit) Year ended 31 March Year ended 31 March 2003 2002 Revenue Capital Total Revenue Capital Total £000 £000 £000 £000 £000 £000 Corporation tax at 19% (2002: 20%) - - - 23 (23) - ---- ---- ---- ---- ---- ---- 3. Dividends 2003 2002 £000 £000 Interim paid - 0.25p per share (2002: 1.10p) 39 173 Final - 0.60p per share (2002: 0.90p) 93 142 proposal ---- ---- 132 315 ==== ==== 4. Revenue Return per Ordinary Share The basic revenue return per Ordinary share is based on net revenue return from ordinary activities after tax of £125,000 (2002: £323,000) and 15,556,000 (2002: 15,740,000) shares being the weighted average number of shares in issue during the year. The Company has no securities that would have a dilutive effect in the year to 31 March 2003 and hence basic and diluted return per share are the same. 5. Net Asset Value per Ordinary Share The net asset value per Ordinary share is calculated on attributable assets of £10,137,000 (2002: £10,681,000) and 15,517,838 (2002: 15,707,838) shares in issue at the year-end. 6. Annual General Meeting Copies of the full financial statements for the year ended 31 March 2003 will be available to the public at the registered office of the Company at Saint Martins House, 210-212 Chapeltown Road, Leeds, LS7 4HZ. The Company's AGM is due to be held at 12.00 noon on 11 July 2003 at 23 Berkeley Square, London, W1J 6HE. This information is provided by RNS The company news service from the London Stock Exchange
UK 100

Latest directors dealings