Final Results

Foresight 4 VCT PLC 07 June 2006 Foresight 4 VCT plc Investment Objective The objective of Foresight 4 VCT plc is to provide private investors with attractive returns from a portfolio of investments in fast growing unquoted technology-based companies in the United Kingdom. It is the intention to maximise the tax-free income available to investors from a combination of dividends and interest received on investments and the distribution of capital gains arising from trade sales or flotations. Summary - Net asset value per share as at 28 February 2006 was 104.6p (compared to the equivalent 101.9p as at 28 February 2005 and 102.8p as at 31 August 2005). - £12,090,000 of new share capital was raised by April 5 2006. - Three successful realisations were achieved during the year, namely Inca Digital Printers, Footfall Limited and the sale of The Casella Group's principal operating subsidiary, Casella Consulting, which together realised £5.875m in cash, generating profits of £3.045m. Following its sale to Invitrogen in October 2004, DNA Research Innovations made excellent progress with its earn out during the year, achieving six of its seven milestones, generating £863,500 in cash, all profit. - The Company invested £1,052,000 in follow-on funding rounds in four portfolio companies, namely Advanced Visual Technology (£200,000 net of a £50,000 repayment), EnSeal Systems (£252,000), OLED-T (£300,000) and Healthgain (£300,000). - Five new investments totalling £1.425m were made during the year; £200,000 in alwaysOn (VOiP telephony services), £200,000 in Covion (facilities management), £275,000 in Aigis Blast Protection (blast absorbing materials and products), £250,000 in Infrared Integrated Systems (infrared thermal imaging detectors and cameras) and £500,000 in Trilogy Broadcast (interoperable audio communications equipment for security and broadcast applications). - Reflecting the above successful realisations, an interim dividend of 5p per share was paid on 30 December 2005 after several years without any dividend payments. No final dividend is being recommended. Chairman's Statement I am pleased to report a year of considerable progress and increased activity for your Company. Having raised a total of £12,090,000 of new share capital from March 18 2005 to April 5 2006 (the end of the 2005/2006 tax year), I believe your Company has now firmly entered a new phase of its life and, with these new financial resources, can build on the progress made over the last eighteen months and take advantage of the deal flow being generated by its Manager, Foresight Venture Partners. Reflecting three successful realisations, I am pleased to report that a dividend of 5p per share was paid on 30 December 2005, the first for several years. Offers for Subscription, Share Consolidation, Change of Chairman As previously announced, £820,000 was raised in April 2005 through an initial offer for subscription to existing shareholders. To facilitate a second offer to the general public the share capital was restructured on 13 May 2005 with shareholder approval, which resulted in three of ordinary 5p shares being consolidated into one new ordinary 1p share. This effectively trebled the share price but, since shareholders then held only one third of their original number of shares, did not affect the overall value of their shareholdings. On 23 June 2005, I replaced Roger Brooke as Chairman who remains a director on the Board. On 2 September 2005, the second offer was formally announced, comprising a linked offer for subscription to the investing public with Foresight 3 VCT plc, another of the five VCTs managed by Foresight Venture Partners. By the closing date of April 5 2006, both funds had each raised £11,270,000 of new share capital. These new funds will facilitate further investment and the Company's ability to implement share buy backs, enhance liquidity in the Company's shares and spread risk and running costs over a larger asset base while also improving dividend prospects. The performances of a number of portfolio companies continue to improve, reflecting growing demand and strong sales pipelines, for example EQOS and Adeptra. Through its US partner, Vectorcommand continues to make good progress in the USA with its leading emergency simulation and training software. After a difficult period, Nomad Software is now enjoying strong demand for its market leading debit and prepaid card processing services. Investment activity During year to 28 February 2006, £1,052,000 was invested in follow-on funding rounds in four portfolio companies, namely Advanced Visual Technology (£200,000 net of a £50,000 repayment), EnSeal Systems (£252,000), OLED-T (£300,000) and Healthgain (£300,000). Advanced Visual Technology continues to win orders from major retailers in Europe and the USA. In August 2005, OLED-T raised £3.28m of new share capital through a restructuring to finance the commercialisation of its promising organic light emitting display materials. OLED displays (Organic Light Emitting Displays) are forecast to grow rapidly to over 10% of the global display market by 2010. Having been involved in customer trials for some time, OLED-T is now well placed to secure substantial licensing deals with major display screen manufacturers. Five new investments totalling £1.425m were made during the year, namely: £200,000 in alwaysOn, a provider of VOiP telephony services to small and medium sized companies; £200,000 in Covion, a fast growing facilities management group providing a range of outsourced services to large companies; £275,000 in Aigis Blast Protection, which develops blast absorbing materials and products using its proprietary technology; £250,000 in Infrared Integrated Systems, a manufacturer of infrared arrays and cameras and thermal imaging detectors used for counting people and security applications; and £500,000 in Trilogy Broadcast, a designer and manufacturer of interoperable audio communications equipment for security and broadcast applications. During the year to 28 February 2006, upward revaluations were made to five investments totalling £883,000 as a result of improved trading performance. These included EQOS (£509,000) which continues to win substantial orders for its highly regarded e-collaboration software from major retailers worldwide, and Snell & Wilcox (£162,000) reflecting the continuing progress being made in improving trading and profits. Provisions of £1.59m were made against the previous valuations of six investments, including £915,000 against EnSeal Systems, £145,000 against The Casella Group and £200,000 against OLED-T as part of the above restructuring. Despite gaining several major customers over recent years, Reqio finally succumbed to continuing slow market uptake for its database cataloguing software and was placed into administration on 31 August, resulting in a provision of £37,000. Realisation activity In June 2005, INCA Digital Printers was acquired by Dainippon Screen Mfg. Co. of Kyoto, Japan for £30m in cash, realising £2.3m in cash for Foresight 4, generating a return of three times the original cost of investment of £756,000. In May 2005, The Casella Group sold its principal operating subsidiary, Casella Consulting Limited, one of the UK's leading environmental consultancies, for £28.8m to Bureau Veritas, a major international environmental consultancy. This disposal enabled Casella to redeem all its bank borrowings and a significant part of its shareholder loans, including £746,000 to Foresight 4. In December 2005, Footfall Limited was acquired by Experian, the leading international consumer information provider with annual sales of $2.5bn, for a cash consideration in excess of £30m, realising £2.8m in cash for Foresight 4 and generating a return of 2.2 times the original cost of investment of £1.3m. The successful sale in October 2004 of DNA Research Innovations to Invitrogen Corporation of the USA realised £1.4m in cash at completion plus an earn out of up to a further £1.4m if seven technical milestones were achieved, compared with the original cost of investment of £1m. Excellent progress was made with DNA Research's earn out during the year, with six of the seven milestones being achieved, generating cash receipts of £863,500. Work on the remaining milestone is progressing satisfactorily and a further payment of £568,000 was released from escrow during May 2006. Balance sheet The net asset value per share as at 28 February 2006 was 104.6p following the payment of the 5p capital dividend, compared to the equivalent 101.9p as at 28 February 2005 and 102.8p as at 31 August 2005. Valuation policy The investments held by the company that are not quoted on AIM, OFEX or the London Stock Exchange have been valued in accordance with the International Private Equity and Venture Capital Guidelines developed by, alongside other organisations, the British Venture Capital Association ('BVCA') under which investments are valued, as defined in the guidelines, at 'fair value'. Ordinarily, unquoted investments will be valued at cost for the 12 months following the date of acquisition as the most suitable approximation of fair value unless there is an impairment in value during the period. Quoted investments and investments traded on AIM and OFEX are stated at the bid price as at 28 February 2006. The move from mid-market prices to bid prices, as a result of the introduction of new accounting standards, has resulted in a reduction in net assets at 28 February 2006 of approximately £8,000. The portfolio valuations are prepared by Foresight Venture Partners and are subject to approval by the Board. Dividend Reflecting substantial cash gains arising during the year from the sale of INCA Digital Printers, Footfall and earn out payments achieved by DNA Research Innovations, the Board declared an interim dividend of 5p per share which was paid on 30 December 2005 to shareholders on the Register of Members on 16 December 2005. However, the Board is not recommending a final dividend for year to 28 February 2006. The Board would consider paying further dividends as soon as they considered that the Company had generated sufficient profits and had sufficient cash resources to meet its projected investment requirements. Purchase of own shares It continues to be the Company's policy to consider repurchasing shares when they become available in order to provide liquidity for the Company's shares. With sufficient cash resources following the realisations referred to above, the Company repurchased the equivalent of 681,667 shares at a cost of £605,000 during the year. Outlook Reviewing the portfolio as a whole over the year, I am pleased by the overall improvement in performance, as evidenced by recent realisations, the quality of new investments made by the Manager, Foresight Venture Partners and improving prospects of various portfolio companies. I believe the portfolio has the potential to generate value over time and dividends for shareholders as long as economic conditions remain benign and capital investment continues at its present level. Approaches continue to be received from possible purchasers for various companies in the portfolio which could lead to exits in due course. Having successfully raised £12.1m of new capital through the offers for subscription, your Company is now well placed to make further new investments and I look forward to reporting on further progress in the Summer. Annual General Meeting The Company's Annual General Meeting will take place on 4 July 2006. I look forward to welcoming you at the meeting and I would also like to take this opportunity to thank all shareholders for their continued support. Peter Dicks Chairman For further information please contact: Foresight Venture Partners, Tel: 01732 471800 Teather and Greenwood, Tel: 020 7426 9000 Unaudited Income Statement for the year ended 28 February 2006 2006 2005 (restated) £'000 £'000 Investment income and deposit interest 158 47 Investment management fees (371) (273) Other expenses (259) (298) Unrealised loss on revaluation of investments (1,363) (1,523) Operating loss (1,835) (2,047) Gain / (loss) on realisation of investments 3,064 (1,645) Profit/(loss) on ordinary activities before taxation 1,229 (3,692) Tax on ordinary activities - - Profit/(loss) ordinary activities after taxation 1,229 (3,692) Balance transferred to/(from) reserves 1,229 (3,692) Earnings per share (restated for the share 9.5p (30.9)p consolidation) Statement of Total Recognised Gains and Losses for the year ended 28 February 2006 2006 £'000 Profit for the year 1,229 Impact of application of new accounting policies (12) Total recognised gain relating to the year 1,217 All items in the above statement account derive from continuing operations. No operations were acquired or discontinued in the year. The Company has only one class of business and derives its income from investments made in shares, securities and bank deposits. Income from investments is recognised on an accruals basis. Unaudited Balance Sheet at 28 February 2006 2006 2005 (restated) £'000 £'000 Non-current assets Assets held at fair value through profit and 9,288 11,467 loss - Investments Current assets Debtors 1,575 1,073 Money market and other deposits 4,209 - Cash 1,611 308 7,395 1,381 Creditors: amounts falling due within one year (117) (663) Net current assets 7,278 718 Net assets 16,566 12,185 Capital and reserves Called-up share capital 158 1,793 Share premium account 2,132 23,581 Capital redemption reserve 1,817 9 Revaluation reserve (8,963) (7,600) Profit and loss account 21,422 (5,598) Equity shareholders' funds 16,566 12,185 Net asset value per share 104.6p 101.9p (restated for 1 for 3 share consolidation) Unaudited Cashflow Statement for the year ended 28 February 2006 2006 2005 Cashflow from operating activities £'000 £'000 Investment income received 181 30 Deposit and similar interest received 6 2 Investment management fees paid (259) (350) Secretarial fees paid (61) (60) Other cash (payments)/receipts (1,639) 59 Net cash outflow from operating activities and returns on investment (1,772) (319) Taxation - - Financial investment Purchase of unquoted investments and (2,527) (613) investments quoted on AIM Net proceeds on sale of unquoted investments 5,758 1,479 Net proceeds on deferred consideration 720 Net proceeds on sale of quoted investments 45 - Repurchase of own shares (513) 25 Net capital inflow from financial investment 3,483 891 Equity dividends paid (690) - Net cash inflow before financing and liquid resource management 1,021 572 Management of liquid resources Loans repaid down - (614) Movement in money market and other deposits (4,165) - (4,165) (614) Financing Proceeds of fund raisings 4,768 - Expenses of fund raisings (321) - 4,447 - Increase/(decrease) in cash 1,303 (42) Reconciliation of net cashflow to movement in net cash/(debt) Increase/(decrease) in cash for the year 1,303 (42) Net cash/(debt) at start of 308 (264) year Loans repaid - 614 Net cash at end of year 1,611 308 Reconciliation of operating loss to net cashflow from operating activities Operating loss (1,835) (2,047) Unrealised losses on 1,363 1,523 investments Increase in creditors 18 1 (Increase)/decrease in (1,318) 204 debtors Net cash outflow from operating activities (1,772) (319) Notes 1. The unaudited preliminary results have been prepared on the basis of accounting policies set out in the statutory accounts of the Company for the year ended 28 February 2005, except for the changes noted below: The Company has taken advantage of the exemptions conferred by S.229(2) and S.229(3)(c) of the Companies Act 1985 from consolidating EnSeal Systems Limited as the value of the company is immaterial to Foresight 4 VCT plc, an investment where Foresight 4 VCT plc holds in excess of 50% of the share capital. The accounts to 28 February 2005 have been restated to reflect the changes in presentation and measurement following the introduction of Financial Reporting Standards ('FRS') 25 and FRS 26. FRS 25 Financial Instruments: Disclosure and Presentation; and FRS 26 Financial instruments: Measurement All investments held by the Company are classified as 'fair value through profit and loss'. For investments actively traded in organised financial markets, fair value is generally determined by reference to Stock Exchange market quoted bid prices at the close of business on the balance sheet date. Previously all listed investments were valued using closing mid-market prices at the balance sheet date. The transaction costs incurred when purchasing assets are now written off to the income statement in the period they occur. Unquoted investments have been valued in accordance with the International Private Equity and Venture Capital Valuation guidelines. Quoted investments are stated at bid prices. 2. These are not statutory accounts in accordance with section 240 of the Companies Act 1985 and are unaudited. The full audited accounts for the year ended 28 February 2005, which were unqualified, have been lodged with the Registrar of Companies. No statutory accounts in respect of any period after 28 February 2005 have been reported on by the Company's auditors or delivered to the Registrar of Companies. 3. Copies of the Annual Report will be sent to shareholders and will be available for inspection at the Registered Office of the Company at Swiss Life House, South Park, Sevenoaks, Kent TN13 1DU. 4. Number of shares in issue 15,840,149 (2004: 35,862,753). 5. Post Balance Sheet Events The joint offer for subscription with Foresight 3 VCT plc closed on 5 April 2006 having raised an additional £7.4 million post year-end. This took the total raised by Foresight 4 VCT plc to £11.3 million. This information is provided by RNS The company news service from the London Stock Exchange
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