Preliminary Results

British Smaller Companies VCT PLC 08 June 2005 BRITISH SMALLER COMPANIES VCT PLC UNAUDITED PRELIMINARY RESULTS FOR THE YEAR ENDED 31 MARCH 2005 British Smaller Companies VCT plc ('the Company') today announces its unaudited preliminary results for the year ended 31 March 2005. • Further significant growth in net asset value The growth in net asset value for Ordinary shareholders over the year to 31 March 2005, before dividend distributions paid and proposed, was 21.4%. The equivalent growth over the last three years is 39.5%. • Post year end realisation at enhanced valuation Since the year end, the Company has realised its investment in Harlands of Hull Limited for cash proceeds in excess of the carrying value at 31 March 2005. The Company will initially receive £1.55 million from this £500,000 investment made in September 2003 representing over 3 times cash return in 20 months. Further cash proceeds may be received dependent upon certain conditions being met. The carrying value at the year end was £1.42 million. • Total dividend for the year of 4.8p per share A final dividend of 2.2p per Ordinary share is being proposed for payment on 5 August 2005 to holders of Ordinary shares on the register at 17 June 2005. When added to the two interim dividends already paid in the year, the total dividend for the year ended 31 March 2005 is 4.8p per Ordinary share. This is free of income tax to eligible shareholders. • Total return increases to 113.4p per Ordinary share The total return, arrived at by adding cumulative dividends paid and proposed to date to the net asset value at the reporting date, is now 113.4p per Ordinary share for shareholders who subscribed in the initial public offering. This compares to a net cost to those shareholders of 80p per share after allowing for 20% income tax relief on their original subscription. • Introduction of dividend reinvestment scheme A dividend reinvestment scheme was approved by shareholders on 7 January 2005. This enables shareholders to increase their total holding in the Company without incurring any cost. At the current time, participation will enable shareholders, subject to individual circumstances, to qualify for 40 per cent tax relief on the amount reinvested. Shareholders wishing to continue to receive their dividends as cash can still do so and benefit from the tax free income. Financial highlights Unaudited Audited Year ended Year ended 31 March 2005 31 March 2004 Loss for the financial year £(45,000) £(755,000) Unrealised gain on valuation of investments £2,392,000 £2,746,000 Total recognised gains for the year £2,347,000 £1,991,000 Loss per Ordinary share (0.29)p (4.88)p Total recognised gains per Ordinary share 15.30p 12.87p Total dividend paid and proposed for year 4.8p 4.8p Total cumulative dividends paid and proposed 29.0p 24.2p Net asset value per Ordinary share 84.4p 73.5p Total return to date 113.4p 97.7p For further information, please contact: David Hall YFM Private Equity Limited Tel: 0113 294 5039 Alan Davies YFM Private Equity Limited Tel: 0113 294 5000 Jonathan Becher Teather & Greenwood Limited Tel: 0207 426 3269 Michael Bellamy Teather & Greenwood Limited Tel: 0207 426 9547 Chairman's Statement It is pleasing to be able to report further significant growth in the net asset value of your Company and to propose a third and final dividend distribution in respect of the year ended 31 March 2005. Successful realisations in the year and the flotation of Cozart plc, together with a continued general upward trend in the performance of the unquoted portfolio, has seen net asset value grow, on a like-for-like basis and before distributions, 21.4% over the year as a whole. This brings the cumulative increase on the same basis over the past three years to 39.5%. In that period, a total of 10.45 pence per Ordinary share has been proposed and paid to shareholders as a tax free dividend. Investment Portfolio Allowing for the retention of a suitable level of liquid funds to meet follow-on funding requirements from the existing portfolio and selective new investment opportunities, your Company has been fully invested for some time now. The level of investment activity in any year will be dependent upon cash generated from realisations that the Board allocates for such purposes. A total of just over £400,000 was invested in the year to 31 March 2005. Following the realisation of Amino Technologies plc and the lightening of some other AIM stock holdings to crystallise gains, there was a total of £1.97 million of cash and liquid investments at 31 March 2005. Of this, £333,000 is allocated for the proposed final dividend. The balance provides sufficient reserves to meet the operational requirements of your Company and estimated funding requirements for the current portfolio whilst still providing enough cash to meet selected investment opportunities as they arise. I am pleased to announce that, following the year end, your Company's investment in Harlands of Hull Limited has been successfully realised through the trade sale of that company to Clondalkin Group. Your Company invested £500,000 in September 2003 to support a management buy-out in Harlands of Hull Limited, a leading UK specialist manufacturer of self-adhesive labels. An initial cash payment of £1.55 million has been received in respect of the sale, with up to a further £157,000 cash payment due dependent upon certain conditions being met. The carrying value of this investment in the balance sheet at 31 March 2005 was £1.42 million. Financial Results and Dividend The reported result in the profit and loss account for the year was a loss of £45,000. However, after allowing for the net capital appreciation in the investment portfolio that is taken straight to the revaluation reserve (being unrealised gains above cost), the total recognised gain for the year under review was £2.3 million, equivalent to 15.3 pence per Ordinary share. The directors are proposing a final dividend for the year of 2.2 pence per Ordinary share. Following the interim and special interim dividend already paid in November 2004 and February 2005 respectively, the final dividend, if approved, will take total distributions in respect of the year to 31 March 2005 to 4.8 pence per Ordinary share, which is tax free to eligible shareholders. The final dividend will be payable on 5 August 2005 to holders of Ordinary shares on the register at 17 June 2005. The net asset value, after providing for the proposed dividend, is 84.4 pence per Ordinary share. After taking account of the total dividends paid and proposed to date of 29 pence per Ordinary share, the return to 31 March 2005 for qualifying founder shareholders amounts to 113.4 pence per Ordinary share compared with their initial net subscription of 80 pence per Ordinary share. Shareholders and Fundraising Following our appointment of new brokers, Teather & Greenwood, toward the end of 2004, I am pleased to report that the discount of the Company's share price to its net asset value has narrowed, thus providing better liquidity for those shareholders who wish to, or need to, dispose of their stock. The share price is generally at a 10% discount to net asset value, reflecting the Board's stated policy of buying back shares in the market for cancellation at that level. The Board has agreed to continue this policy where it is, in its opinion, in the remaining shareholders' interests to do so. During the year just ended, a total of 318,000 Ordinary shares were purchased in the market for cancellation. In furtherance of implementing policies and schemes for the benefit of shareholders, the Extraordinary General Meeting on 7 January 2005 approved the introduction of a dividend reinvestment scheme. This enables shareholders to increase their total holding in the Company without incurring dealing costs, issue costs or stamp duty. Subject to individual circumstances, these shares should qualify for the 40 per cent tax relief that is applicable to subscriptions for new shares in venture capital trusts. In relation to the 2005 dividend, this scheme will apply only to holders of Ordinary shares. Shareholders will be aware that a C Share issue, at a price of £1 per share, was made by your Company on 7 January 2005. I have to report that the level of subscriptions received to date has so far been disappointingly low. Including allotments since the year end, the total subscribed under the C share offer is currently £1.25 million, of which just under £250,000 had been allotted at 31 March 2005. As these are a separate class of shares, to be converted into Ordinary shares at a future date, the net asset value is reported separately on the balance sheet. The C shares do not qualify for any dividend distribution in respect of the financial year to 31 March 2005. The directors have decided to extend the Offer until 23 June 2005 and are keeping under review the date on which the C Shares will be converted into Ordinary shares. Your Board On 3 May 2005, Stephen Noar joined the Board as a non-executive director. Stephen, a dentist by profession, was the founder chairman and chief executive of Denplan Limited until its successful trade sale in 2003; in the following year winning the Financial Times Venturer of the Year Award. He is well known to this Board through his involvement with the other VCTs in the British Smaller Companies stable. I am delighted that Stephen has agreed to join the Board as he brings a wealth of experience to our investment work. This is the final part of the Board restructuring that took effect from October 2004 and provides a range of complimentary skills within a tight, but sufficiently flexible, framework. Stephen's appointment is subject to his election by shareholders at the forthcoming Annual General Meeting. Outlook The portfolio continues to provide significant growth as the underlying companies move toward maturity and exit potential. The challenge for our Investment Adviser is to maintain this momentum in an economic climate that shows signs of uncertainty and potential slowdown. Your Board will be working with the YFM Private Equity team to critically assess the new investment opportunities that are presented to us, whilst ensuring that the existing portfolio is focused on delivering shareholder value. Your Board's aim is to balance this continued growth with providing shareholders with a steady, attractive, tax free dividend income. The introduction of the dividend reinvestment scheme will enable eligible shareholders who wish to take advantage of the available income tax relief to reinvest their proceeds in an appropriate way and provide additional funds for investment, whilst allowing those shareholders who require cash returns to still benefit from a tax free income. Sir Andrew Hugh Smith Chairman Unaudited Profit and Loss Account for the year ended 31 March 2005 Unaudited Audited Notes 2005 2004 £000 £000 Income 396 364 Administrative expenses: Investment advisory fee (272) (250) Other expenses (262) (214) ------ ------ (534) (464) Gain on realisation of investments 229 111 Impairment of investments (136) (766) ------ ------ Loss on ordinary activities before taxation (45) (755) Tax on loss on ordinary activities 2 - - ------ ------ Loss for the financial year (45) (755) Dividends paid and proposed (732) (741) ------ ------ Sustained loss for the year (777) (1,496) ====== ====== Loss per Ordinary share basic and diluted 4 (0.29)p (4.88)p ====== ====== Notes All activity has arisen from continuing operations. There was no income or expenditure in the year in respect of the C shares. Consequently the above results relate only to the Ordinary shares. Unaudited Statement of Total Recognised Gains and Losses for the year ended 31 March 2005 Unaudited Audited 2005 2004 £000 £000 Loss for the financial year (45) (755) Unrealised gain on valuation of investments 2,392 2,746 ------ ------ Total recognised gains for the year 2,347 1,991 ====== ====== Unaudited Note of Historical Cost Profits and Losses for the year ended 31 March 2005 Unaudited Audited 2005 2004 £000 £000 Loss for the financial year (45) (755) Realisation of investment gains (losses) of previous years 315 (194) ------ ------ Historical cost loss on ordinary activities before taxation 270 (949) ------ ------ Historical cost profit (loss) for the year after taxation and dividends (462) (1,690) ====== ====== Unaudited Balance Sheet at 31 March 2005 Ordinary Unaudited Audited Shares C Shares Total Total Notes 2005 2005 2005 2004 £000 £000 £000 £000 Fixed Assets Investment portfolio 11,045 - 11,045 9,216 ------ ------ ------ ------ Current Assets Debtors 160 - 160 101 Investments 1,656 - 1,656 2,656 Cash 314 246 560 184 ------ ------ ------ ------ 2,130 246 2,376 2,941 Creditors: amounts payable within one year (418) (9) (427) (805) ------ ------ ------ ------ Net Current Assets 1,712 237 1,949 2,136 ------ ------ ------ ------ Total Net Assets 12,757 237 12,994 11,352 ====== ====== ====== ====== Capital and Reserves Called-up share capital 1,512 125 1,637 1,544 Share premium account - 112 112 - Capital redemption reserve 75 - 75 43 Revaluation reserve 7,116 - 7,116 5,039 Special reserve 3,661 - 3,661 3,871 Profit and loss account 393 - 393 855 ------ ------ ------ ------ Equity shareholders' funds 12,757 237 12,994 11,352 ====== ====== ====== ====== Net asset value per share 6 84.4p 95.0p 84.6p 73.5p ====== ====== ====== ====== Unaudited Cash Flow Statement for the year ended 31 March 2005 Ordinary Unaudited Audited Shares C Shares Total Total Notes 2005 2005 2005 2004 £000 £000 £000 £000 Net cash outflow from operating activities (212) - (212) (58) ------ ------ ------ ------ Investing activities Purchase of fixed asset investments (401) - (401) (858) Proceeds from disposal of fixed asset investments 1,107 - 1,107 2,159 ------ ------ ------ ------ Net cash inflow from investing activities 706 - 706 1,301 ------ ------ ------ ------ Equity dividends paid to shareholders (1,140) - (1,140) (93) ------ ------ ------ ------ Net cash (outflow) inflow before management of liquid resources and financing (646) - (646) 1,150 ------ ------ ------ ------ Management of liquid resources Purchase of fixed interest government stocks (106) - (106) (2,733) Proceeds from the sale of fixed interest government stocks 1,056 - 1,056 1,485 ------ ------ ------ ------ Net cash inflow (outflow) from management of liquid resources 950 - 950 (1,248) ------ ------ ------ ------ Financing Purchase of own shares (174) - (174) (35) Issue of C shares - 250 250 - Costs of C share issue - (4) (4) - ------ ------ ------ ------ Net cash inflow (outflow) from financing (174) 246 72 (35) ------ ------ ------ ------ Increase (decrease) in cash in the year 130 246 376 (133) ====== ====== ====== ====== Notes to Financial Statements for the year ended 31 March 2005 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 information for the year ended 31 March 2004 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 Section 237(2) or (3) of the Companies Act 1985. The statutory accounts for the year ended 31 March 2005, upon which the auditors have still to report, will be delivered to the Registrar following the Company's annual general meeting. The balance sheet and cash flow includes the C shares issued and allotted at the reporting date. The assets, liabilities and cash flows of the Company have been analysed as between the two classes of share. 2. Tax on Ordinary activities 2005 2004 £000 £000 Corporation tax payable at 19% (2004: 19%) - - ------ ------ 3. Dividends 2005 2004 £000 £000 First interim paid - 1.5p per Ordinary share (2004: nil) 230 - Second interim paid - 1.1p per Ordinary share (2004: nil) 169 - Final proposed - 2.2p per Ordinary share (2004: 4.8p) 333 741 ------ ------ 732 741 ====== ======= 4. Loss per Ordinary Share The loss per Ordinary share is based on net loss from ordinary activities after tax of £45,000 (2004: £755,000) and 15,343,000 (2004: 15,457,000) shares, being the weighted average number of shares in issue during the year. Under FRS14 'Earnings per share' any potentially dilutive shares are not deemed dilutive in the event that a loss has been incurred. Consequently, the basic and diluted loss per share for the year ended 31 March 2005 and 2004 are the same. 5. Total recognised gains per Ordinary Share The total recognised gains per Ordinary share is based on total recognised gains for the year of £2,347,000 (2004: £1,991,000) and 15,343,000 (2004: 15,457,000) shares, being the weighted average number of shares in issue during the year. 6. Net Asset Value per Share The net asset value per Ordinary share is calculated on attributable assets of £12,757,000 (2004: £11,352,000) and 15,117,838 (2004: 15,435,838) 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. The net asset value per C share is calculated on attributable assets of £237,000 (2004: £nil) and 249,575 (2004: nil) 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. 7. Annual General Meeting Copies of the full financial statements for the period ended 31 March 2005 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 12.45 pm on 26 July 2005 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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