Final Results

British Smaller Companies VCT PLC 10 June 2004 BRITISH SMALLER COMPANIES VCT PLC UNAUDITED PRELIMINARY RESULTS FOR THE YEAR ENDED 31 MARCH 2004 * 20% asset growth * First distribution of capital profits * Dividend of 4.8p per share resulting in an 11% return based on current share price * Share buy-back policy amended to net asset value basis. British Smaller Companies VCT plc ('the Company') today announces its unaudited preliminary results for the year ended 31 March 2004. Financial highlights Unaudited Restated 2004 2003 Income £364,000 £452,000 Loss per share (4.88)p (6.60)p Total recognised gain (loss) per share 12.87p (2.13)p Total dividend per share 4.80p 0.85p Net assets £11.35m £10.14m NAV per share 73.5p 65.3p Number of qualifying investments 32 32 Value of qualifying investments £9.22m £8.35m In his overview of the year, the Chairman, Sir Andrew Hugh Smith, said that the progress reported at the half year had continued. Net asset value, before the proposed dividend distribution, was nearly 20% higher than the previous year. In light of the continuing promising developments in a number of portfolio companies, the Board had taken the necessary steps to enable capital gains to be paid to Shareholders as tax free dividends. The Board is adopting a policy of spreading the distribution of historic realised gains to avoid an unnecessarily volatile fluctuation in the level of dividends. A dividend of 4.8p per share is proposed in respect of the year to 31 March 2004. This represents a return of 11% on the current share price of 43.5p. Investments New investments continue to be made on a selective basis. There were two new investments in the year and both are progressing to plan. Turning to the current portfolio, Sir Andrew said that significant management effort had continued in working with these companies to build their businesses. He added, 'This activity has played a part in a number of strong performances from investee companies and your Board has felt justified in increasing the valuations of these businesses to reflect this.' Looking to the short to medium term future, Sir Andrew commented that, 'rising activity in the corporate finance market indicates increasing opportunities for the realisation of portfolio companies, whether through trade sale or flotation.' On this same subject, David Hall, Managing Director of the Company's Investment Adviser, Yorkshire Fund Managers Limited, added, 'The improved tax breaks which apply to new VCT fund raising over the next two years will create new exit opportunities at enhanced valuations for unquoted companies held in this portfolio.' Financial Results and Dividend Although the results for the year show a loss of 4.88p per share, after adjusting for unrealised gains on the valuation of investments, the total recognised gain per share was 12.9p. After taking account of the 4.8p per share dividend, net asset value per share rose to 73.5p. Following the payment of this dividend, a total of 24.2p per share will have been distributed to Shareholders since the Company's inception and this equates to a total return to date of 97.7p per share. The 4.8p per share dividend will be paid on the 9 August 2004 to Shareholders on the register on 18 June 2004. Commenting on the level of liquid resources, which stood at just over £2.8m at 31 March 2004, Mr Hall said, 'We believe that the Company has adequate remaining funds to support those businesses which merit further support, and to make new investments on a selective basis as suitable opportunities arise.' Shareholder Relations Following last year's AGM resolution to grant the Board increased flexibility in pricing the buy back by the Company of its own shares, Sir Andrew said that the price to be paid is intended to be at a 10% discount to the most recently published net asset value per share. However, the directors will retain discretion to ensure that such purchases are in the interests of Shareholders as a whole. Following feedback from Shareholders, the Board is actively considering the introduction of a dividend reinvestment scheme. Future Fundraising In light of the recent budget announcement to improve tax benefits accruing to investors in VCTs, Sir Andrew said the Board was currently looking at a number of fundraising options for this Company. He said, 'The ability for Shareholders to benefit from 40% income tax relief, regardless of their own marginal rate of tax, and the raising of the ceiling for maximum investment in any one year to £200,000, whilst still retaining the tax free status of dividend distributions, makes VCTs even more attractive as part of an individual's balanced investment portfolio.' Outlook Commenting on the outlook for the Company, Sir Andrew said, 'There is plenty of potential for further value growth within the portfolio and your Board is now in a position to distribute a level of tax free dividends to Shareholders.' For further information, please contact: David Hall Yorkshire Fund Managers Limited Tel: 0161 832 7603 Phil Cammerman Yorkshire Fund Managers Limited Tel: 0113 294 5000 Stuart Andrews Evolution Beeson Gregory Tel: 0207 071 4321 Chairman's Statement The progress in the investment portfolio reported in my interim statement has continued through the second half of the year. Over the year as a whole, net asset value, before the proposed dividend distribution, rose 19.9%. We have now reached a new phase in the development of the Company and can begin to distribute capital profits by way of dividends. In recognition of this progress and of continuing promising developments in a number of portfolio companies, your Board has taken the necessary steps to enable capital gains to be paid to Shareholders as dividends. It is the Board's intention to distribute realised profits over a three-year period so as to avoid an unnecessarily volatile fluctuation in the level of dividends. The amount originally invested will be retained for reinvestment. In accordance with this policy the Board proposes a dividend of 4.8p of which 4.3p is attributable to profits on investments. Investment Portfolio We continue to look at investment opportunities on a selective basis and, over the past year, invested just over £858,000 in two new, and three follow-on, opportunities. I am pleased to confirm that the new investments made during the year, Harlands of Hull Limited and AIM quoted Straight plc, are both progressing to plan. We have continued to devote significant management effort on working with portfolio companies to build their businesses and capitalise on market competitiveness. Although there have, inevitably, been some setbacks, this activity has played a part in a number of strong performances from investee companies and your Board has felt justified in increasing the valuations of these businesses to reflect this. The investment valuations have been prepared in accordance with the revised guidelines issued by the British Venture Capital Association (BVCA) last June. This revision to the valuation methodology represents a change in the basis of measurement and not a change in accounting policy. Therefore, the prior year comparative figures have not been restated because of this. There were no full realisations in the second half of the year. However, partial realisations continued with the scheduled redemption of loans and preference shares, some of which were at a premium and resulted in a small, realised, capital gain. There was also a further small amount received from the disposal of T&D Packaging Limited that took place in the first half of the year. Looking ahead, rising activity in the corporate finance market indicates increasing opportunities for the realisation of portfolio companies, whether through trade sales or flotation. I am pleased to announce that one such company is in the advanced stages of negotiation with a potential trade buyer. There can be no assurance that this realisation will occur but, since the transaction is at an advanced stage, your Board has reflected most of the impact on the reported net asset value at 31 March 2004. Against this optimism, the recent increase in oil prices, rising interest rates and the ongoing uncertainty in the Middle East makes the current economic climate fragile and it is not clear how long the current favourable market conditions will continue. Financial Results and Dividend On 29 March 2004, the directors agreed to revoke investment company status and this decision was given effect prior to the financial year end. The purpose of this action was to enable the Company to start distributing realised capital gains to Shareholders in the form of tax free dividends. As explained in last year's Annual Report, a consequence of this action to revoke investment company status is that the accounts can no longer be prepared in accordance with the provisions of the Statement of Recommended Practice, Financial Statements of Investment Trust Companies. In particular, the Statement of Total Return previously presented to shareholders in the Annual Report is now replaced by a profit and loss account and Statement of Total Recognised Gains and Losses in accordance with the Companies Act 1985. As required by the Companies Act 1985 and Accounting Standards, the prior year comparatives have been restated on the same basis. The Statement of Total Recognised Gains and Losses, which takes into account the unrealised gains on investment valuations shows a total recognised gain in the year of £1,991,000, equivalent to 12.9p per share. The profit and loss account shows a loss for the year of £755,000. This is after charging £766,000 of net unrealised losses. A dividend of 4.8p per share is proposed. There is currently an amount equivalent to just under 11p per share available to distribute from realised capital gains. If the proposed dividend of 4.8p is approved, a total of 24.2p per share will have been distributed to Shareholders since inception. Added to the current net asset value of 73.5p per share, this equates to a total return to date of 97.7p per share. Shareholder Relations and Fundraising The series of workshops organised by Yorkshire Fund Managers Limited, the Investment Adviser to the Company, and held throughout 2003, were well received and are planned to continue. The first event in 2004 was held on 21 April at The British Museum and, again, was well attended. Further events are planned in the remainder of the year. Following feedback from previous workshops and a questionnaire circulated to investors by Yorkshire Fund Managers, your Board is actively considering the introduction of a dividend reinvestment scheme. We continue to look at other initiatives aimed at improving communication, liquidity and Shareholder value. In our continuing efforts to improve share liquidity, the Shareholders last year approved a resolution to grant the Board increased flexibility in pricing purchases in the market by the Company of its own shares. Your Board intends that the price to be paid will be at a 10% discount to the most recently published net asset value per share, subject to the maximum permitted by the Listing Rules. Net asset values will continue to be announced on a quarterly basis. Purchases made will still be at the discretion of the directors, who will only do so in circumstances that are of benefit to Shareholders as a whole. Following approval at the last AGM for the Company to continue as a VCT, and in light of the Chancellor's announcement in the Budget to improve the tax benefits to Shareholders investing in VCTs, your Board is actively exploring fundraising opportunities. The ability for Shareholders to benefit from 40% income tax relief, regardless of their own marginal rate of tax, and the raising of the ceiling for maximum investment in any one year to £200,000, whilst still retaining the tax free status of dividend distributions, makes VCTs even more attractive as part of an individual's balanced investment portfolio. There are a number of options open to your Board that will enable Shareholders to take advantage of these tax incentives and I will report further once we have decided on the best option in the circumstances. Outlook The optimism contained in my recent reports has now started to flow through to the financial results. There is plenty of potential for further value growth within the portfolio and, with the revocation of investment company status, your Board is now in a position to distribute a level of tax free dividends to Shareholders in the short to medium term. Longer term dividend policy will depend upon the pattern and timing of realisations of the maturing companies in the portfolio. The economic environment has remained healthy over the past couple of years and allowed a number of companies within the portfolio to show their potential, with an increasing number offering exit opportunities. With the economy now entering a new period of uncertainty, both economic and political, the ability for your Company's investment portfolio to maintain its rate of growth will be largely dependent upon how the corporate finance market responds in these circumstances. Sir Andrew Hugh Smith Chairman Unaudited Profit and Loss Account for the year ended 31 March 2004 Unaudited Restated Notes 2004 2003 £000 £000 Income 364 452 Administrative fee: Investment management fee (250) (233) Other expenses (214) (269) ------ ------ (464) (502) Gain (loss) on realisation of investments 111 (13) Impairment of investments (766) (964) ------ ------ Loss on ordinary activities before taxation (755) (1,027) Tax on loss on ordinary activities 2 - - ------ ------ Loss on ordinary activities after taxation (755) (1,027) Dividends paid and proposed (741) (132) ------ ------ Deficit for the year (1,496) (1,159) ====== ====== Loss per Ordinary share basic and diluted 5 (4.88)p (6.60)p ====== ====== Notes All activity has arisen from continuing operations. Unaudited Statement of Total Recognised Gains and Losses for the year ended 31 March 2004 Unaudited Restated 2004 2003 £000 £000 Loss for the financial year (755) (1,027) Unrealised gain on valuation of investments 2,746 696 ------ ------ Total recognised gains (losses) for the year 1,991 (331) ====== ====== Unaudited Note of Historical Cost Profits and Losses for the year ended 31 March 2004 Unaudited Restated 2004 2003 £000 £000 Loss for the financial year (755) (1,027) Realisation of investment losses of previous years (194) (1,107) ------ ------ Historical cost loss on ordinary activities before taxation (949) (2,134) ------ ------ Historical cost loss for the year after taxation and dividends (1,690) (2,266) ====== ====== Unaudited Balance Sheet at 31 March 2004 Unaudited Restated Notes 2004 2003 £000 £000 Fixed Assets Investment portfolio 9,216 8,349 ------ ------ Current Assets Debtors 101 156 Investments 2,656 1,485 Cash 184 317 ------ ------ 2,941 1,958 Creditors: amounts payable within one year (805) (170) ------ ------ Net Current Assets 2,136 1,788 ------ ------ Total Net Assets 11,352 10,137 ====== ====== Capital and Reserves Called-up share capital 1,544 1,552 Capital redemption reserve 43 35 Revaluation reserve 5,039 2,099 Special reserve 3,871 13,647 Profit and loss account 855 (7,196) ------ ------ Equity shareholders' funds 11,352 10,137 ====== ====== Net asset value per Ordinary share 5 73.5p 65.3p ====== ====== Unaudited Cash Flow Statement for the year ended 31 March 2004 Unaudited Audited 2004 2003 £000 £000 Net cash outflow from operating activities (58) (114) ------ ------ Investing activities Purchase of fixed asset investments (858) (1,028) Proceeds from disposal of fixed asset investments 2,159 1,001 ------ ------ Net cash outflow before management of liquid resources and financing 1,301 (27) ------ ------ Equity dividends to Shareholders (93) (181) ------ ------ Net cash inflow (outflow) before management of liquid resources and financing 1,150 (322) ------ ------ Management of liquid resources Purchase of fixed interest government stocks (2,733) (880) Proceeds from the sale of fixed interest Government stocks 1,485 1,325 ------ ------ Net cash (outflow) inflow from management of liquid resources (1,248) 445 ------ ------ Financing Purchase of own shares (35) (81) ------ ------ (Decrease) increase in cash in the year (133) 42 ====== ====== Notes to Financial Statements for the year ended 31 March 2004 1. Basis of reporting This preliminary announcement, which has been prepared on a basis consistent with the previous year, with the exception of the adoption of the revised British Venture Capital Association guidelines, does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985. This announcement has been agreed with the company's auditors for release. In order to enable the Company to make capital distributions, the Company has revoked its investment company status. A consequence of the revocation is that the Company is now required to prepare accounts in accordance with the requirements of Schedule 4 of the Companies Act 1985 and not in accordance with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies' as was previously the case. The information for the year ended 31 March 2003 is an extract from the statutory accounts to that date which have been delivered to the Registrar of Companies, restated following the revocation of investment company status as described in the Chairman's Statement. Those accounts included an audit report which was unqualified and which did not contain a statement under Section 237(2) or (3) of the Companies Act 1985. The statutory accounts for the year ended 31 March 2004, upon which the auditors have still to report, will be delivered to the Registrar following the Company's annual general meeting. 2. Tax on Ordinary activities 2004 2003 £000 £000 Corporation tax payable at 19% - - (2003: 19%) ------ ------ 3. Dividends 2004 2003 £000 £000 Interim paid - nil per share (2003: 0.25p) - 39 Final proposed - 4.8p per share (2003: 0.60p) 741 93 ------ ------ 741 315 ====== ====== 4. Loss per Ordinary Share The loss per Ordinary share is based on net loss from ordinary activities after tax of £755,000 (2003: £1,027,000 loss) and 15,457,000 (2003: 15,556,000) 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 either period and hence the basic and diluted loss 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 £11,352,000 (2003: £10,137,000) and 15,435,838 (2003: 15,517,838) shares in issue at the year end. The Company has no securities that would have a dilutive effect in either period and hence the basic and diluted net asset value per share are the same. 6. Annual General Meeting Copies of the full financial statements for the period ended 31 March 2004 will be available to the public at the registered office of the Company at Saint Martins House, 210-212 Chapeltown Road, Leeds, LS7 4HZ thereafter. The Company's AGM is due to be held at 12.45 pm on 22 July 2004 at 23 Berkeley Square, London, W1J 6HE. This information is provided by RNS The company news service from the London Stock Exchange
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