Interim Results

Foresight 4 VCT PLC 29 October 2004 To: RNS Date: 29 October 2004 From: Foresight 4 VCT plc Interim Results for the six months to 31 August 2004 Investment Objective The objective of Foresight 4 VCT plc (formerly Advent 2 VCT plc) is to provide investors with an attractive return, principally by maximising the stream of dividend distributions from the income and capital gains generated by a portfolio of investments mainly in established unquoted companies in the United Kingdom. Summary • The Company invested £310,673 in follow on funding rounds in five portfolio companies, namely Advanced Visual Technology (£50,000), EnSeal Systems (£100,018), Internet Pro Video (IPV) (£42,222), Nomad Software (£100,000) and Reqio (£18,433). • A prudent basis of valuation and continuing difficult market conditions for some portfolio companies have contributed to provisions of £5.96m being made against the previous valuations of twelve investments. • During the six-month period, upward revaluations were made to three investments totalling £1.13m as a result of improved trading performance or exit prospects. • A number of portfolio companies now have stronger sales pipelines and order books, reflecting increased customer demand. • Preliminary approaches have been received from possible purchasers or merger partners for certain portfolio companies, a number of which are being pursued and which could lead to exits being achieved in due course. • A final dividend is not being recommended. • The Company continues to exceed the 70% requirement for investment in qualifying holdings set by the Inland Revenue. The Chairman, Roger Brooke, stated: Change of Manager, Name and Directors On 30 June 2004, I wrote to you explaining and seeking shareholders' approval to a proposed change of the manager of the Company and a change of name. At the Extraordinary General Meeting held on 26 July, shareholders approved these changes. On 30 July, VCF Partners took over the management of the Company from Advent Fund Managers Limited, the name of the Company was subsequently changed from Advent 2 VCT plc to Foresight 4 VCT plc, the resolution for continuation as a VCT was deferred for five years and a new carried interest scheme was introduced for VCF. Sir Peter Williams and Sir David Cooksey then resigned as directors while Philip Stephens and I agreed to remain as a Director and Chairman respectively. Following the election of Bernard Fairman and Peter Dicks, I now welcome both of them to the Board. Bernard is one of the two founder partners of VCF Partners, which was established twenty years ago to invest in the technology sector. VCF has a well established reputation as a successful manager in the technology sector, having launched and managed Foresight Technology VCT plc, the most successful VCT since launch in 1997. Peter was a founder director in 1973 of Abingworth PLC, a successful venture capital company, and is a director of a number of listed and unquoted companies; he is also Chairman of Foresight Technology VCT plc and Unicorn AIM VCT plc. I am confident that VCF will help to improve the prospects for the portfolio and increase the likelihood of generating positive returns for shareholders. VCF has plans to raise further funds for the Company and is being proactive in arranging banking finance. VCF is currently developing its strategy to maximise returns from each portfolio company. Introduction I indicated in my last annual statement in April that our portfolio companies were experiencing improving market conditions and that there were clear signs that the recovery was building further. A number of portfolio companies have benefited from these conditions but others have still found trading conditions difficult. A detailed review of portfolio valuations by VCF as at 31 August 2004 has comtributed to a number of changes to previous valuations - both upwards and downwards - with the overall effect of substantially reducing the net asset value of the Company from 44.3p per share as at 29 February 2004 to 30.4p per share as at 31 August 2004. Investment Activity During this six month period, £310,673 was invested in follow-on funding rounds in five portfolio companies, namely Advanced Visual Technology (£50,000), EnSeal Systems (£100,018), IPV (£42,222), Nomad Software (£100,000) and Reqio (£18,433) and no new investments were made. A prudent basis of valuation and continuing difficult market conditions have contributed to provisions of £5.96m being made against the previous valuations of twelve investments. These included provisions of £474,000 against the investment in Adeptra which is making slower progress than originally expected; £774,000 against the investment in IPV reflecting its failure to complete a proposed refinancing; £727,000 against the investment in PrismTech reflecting the news of a proposed refinancing; and £811,000 against the investment in Reqio which continues to experience very difficult trading conditions. However, improved trading and exit prospects enabled upward revaluations to be made to the investments in Healthgain Solutions, Snell & Wilcox and DNA Research Innovations, totalling £1.13m. The prospects of several portfolio companies continue to improve gradually. Footfall, INCA Digital Printers, The Casella Group and Healthgain Solutions have all produced good trading performances. However, whilst EnSeal Systems and Elam-T Ltd have achieved key milestones for their technologies and are progressing to commercialisation, this is likely to take considerable further time. On 28 October 2004, the investment in DNA Research Innovations Limited was successfully realised when the company, which has developed and patented its own DNA purification/extraction technology, was acquired by Invitrogen Corporation of the USA - one of the largest life science technology groups in the World. This realised £1.4m in cash at completion while a further £1.4m may be realised if certain technical milestones are achieved. This would then represent a return of nearly three times the original cost of investment of £1m. The proceeds from this realisation have reduced the Company's bank borrowing requirements appreciably. The Company continues to exceed the 70% minimum requirement set by the Inland Revenue for qualifying holdings, thereby maintaining Venture Capital Trust status. Balance Sheet The net asset value per share as at 31 August 2004 was 30.4p compared with 44.3p as at 29 February 2004. Valuation Policy Unquoted investments have been valued in accordance with guidelines issued by the British Venture Capital Association (BVCA)except that listed securities are valued at mid market prices with no discount applied. Dividend The Company realised no gains and had a low level of income during the period. The Board is therefore not recommending a dividend. Gross cumulative dividends paid since the inception of the Company amount to 21.8p per share. 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 and it is hoped that this may be possible in the medium term. However, the need to maintain cash resources for follow on investments has not enabled the Company to repurchase any shares during this six months period and the existence of a loan, as referred to below, further compounded this situation. Borrowing In the last annual report, I highlighted the lack of cash available within the Company. The Company has a borrowing facility with its bankers, of which some £1 million was drawn as at 31 August 2004. Following the realisation of the investment in DNA Research Innovations Limited the Company intends to repay its bank debt whilst maintaining access to ongoing borrowing facilities. Outlook A number of portfolio companies are benefiting from more stable economic conditions after a long period of difficult trading, careful cost control and cash preservation. Portfolio companies are now increasing their sales and marketing efforts and ensuring they have sufficient resources to manage growing order books and sales. I believe that a number of companies in the portfolio have the potential to generate value provided that circumstances continue to improve, particularly corporate spending on IT and services. Preliminary approaches have been received from possible purchasers or merger partners for certain companies in the portfolio, a number of which are being pursued and these approaches could lead to exits being achieved in due course. The Board is disappointed at the substantial further decline in the net asset value of the Company but believes that this represents the application of robust and prudent valuations in line with BVCA guidelines and that the recent appointment of VCF, a VCT manager with a strong performance record, is an important milestone in building and realising value from the portfolio. 29 October 2004 For further information please contact: VCF Partners, Tel:01732 471800 Teather and Greenwood, Tel: 020 7426 9000 Profit and Loss Account for the six months to 31 August 2004 6 Months to Year to 6 Months to 31 August 29 February 31 August 2004 2004 2003 (unaudited) (audited) ( unaudited) £'000 £'000 £'000 Investment income and deposit interest 44 137 90 Investment management fees (81) (309) (177) Other expenses (157) (247) (108) ----------- -------- -------- Operating loss (194) (419) (195) Profit/(loss) on realisation of investments 25 (5,636) (424) ----------- -------- -------- Loss on ordinary activities before taxation (169) (6,055) (619) Tax on ordinary activities - - - ----------- -------- -------- Loss on ordinary activities after taxation (169) (6,055) (619) Dividends - - - ----------- -------- -------- Balance transferred from reserves (169) (6,055) (619) ----------- -------- -------- Earnings per share (0.5)p (16.9)p (1.7)p ----------- -------- -------- Statement of Total Recognised Gains and Losses for the six months to 31 August 2004 6 Months to Year to 6 Months to 31 August 29 February 31 August 2004 2004 2003 (unaudited) (audited) (unaudited) £'000 £'000 £'000 Loss for the period (169) (6,055) (619) Unrealised(losses)/gains on revaluation of investments (4,828) 3,643 (1,415) ---------- -------- -------- Total recognised losses relating to the period (4,997) (2,412) (2,034) ---------- -------- -------- All items in the above statement derive from continuing operations. No operations were acquired or discontinued in the period. 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. In particular, income from gilts and other fixed interest securities intended to be held to maturity is stated after amortisation of a due proportion of the premium or discount to nominal value at which the security was purchased. Balance Sheet As at As at As at 31 August 29 February 31 August 2004 2004 2003 (unaudited) (audited) (unaudited) £'000 £'000 £'000 Fixed assets Venture capital investments Listed 133 182 733 Unquoted 11,788 16,256 15,777 ------- ----- ------ 11,921 16,438 16,510 Current assets Debtors 376 438 162 Money market and other deposits - - 3 Cash 271 350 156 ------- ----- ------ 647 788 321 Creditors: amounts falling due within one year (1,676) (1,337) (564) ------- ----- ------ Net current liabilities (1,029) (549) (243) ------- ----- ------ Net assets 10,892 15,889 16,267 ------- ----- ------ Capital and reserves Called up share capital 1,793 1,793 1,793 Share premium account 23,581 23,581 23,581 Capital redemption reserve 9 9 9 Revaluation reserve (10,893) (6,065) (11,123) Profit and loss account (3,598) (3,429) 2,007 Equity shareholders' ------- ----- ------ funds 10,892 15,889 16,267 ------- ----- ------ Net asset value per ordinary share 30.4p 44.3p 45.4p ----- ----- ----- Summarised Statement of Cashflows 6 months to Year to 6 months to 31 August 29 February 31 August 2004 2004 2003 (unaudited) (audited) (unaudited) £'000 £'000 £'000 Net cash (outflow)/inflow from operating activities (161) (24) 117 Taxation - - - Net capital expenditure and financial investment (286) (432) (350) Equity dividends paid - - - Net cash outflow before financing and liquid ---- ---- ---- resource management (447) (456) (233) Management of liquid resources Movement in money market and other deposits - 2 - Financing Short term borrowing 368 614 199 (Decrease)/increase in ---- ---- ---- cash (79) 160 (34) ---- ---- ---- Reconciliation of net cashflow to movement in net funds (Decrease)/increase in cash (79) 160 (34) Net funds at start of period 350 190 190 ---- ---- ---- Net funds at end of period 271 350 156 ---- ---- ---- Reconciliation of operating loss to net cashflow from operating activities Operating loss (194) (419) (195) Changes in working capital 33 395 312 Net cash (outflow)/inflow ----- ---- ---- from operating activities (161) (24) 117 ----- ---- ---- Notes to the Interim Results 1. The unaudited interim results have been prepared on the basis of accounting policies set out in the statutory accounts of the Company for the year ended 29 February 2004. Unquoted investments have been valued in accordance with BVCA guidelines. Quoted investments are stated at middlemarket prices in accordance with Generally Accepted Accounting Practice. 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 29 February 2004, which were unqualified, have been lodged with the Registrar of Companies. No statutory accounts in respect of any period after 29 February 2004 have been reported on by the Company's auditors or delivered to the Registrar of Companies. 3. Copies of the interim report, which has been reviewed by the Company's auditors, 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 35,862,753 (2003: 35,862,753). 5. Earnings for the first six months should not be taken as a guide to the results for the full year. 6. Movement in reserves Called Share Capital Revaluation Profit Total up premium redemption reserve and share account reserve loss capital account £'000 £'000 £'000 £'000 £'000 £'000 As at 1 March 1,793 23,581 9 (6,065) (3,429) 15,889 2004 Net decrease in the value of - - - (4,828) - (4,828) investments Retained loss - - - - (169) (169) for the period ----- ------ ---- ------- ------- ------ As at 31 August 1,793 23,581 9 (10,893) (3,598) 10,892 2004 ----- ------ ---- ------- ------- ------ 7. Summary of investments during the period Quoted Unquoted Total £'000 £'000 £'000 Book cost as at 1 March 2004 475 22,028 22,503 Unrealised depreciation (293) (5,772) (6,065) ----- ------- -------- Valuation at 1 March 2004 182 16,256 16,438 Movements in the year: Purchases at cost - 311 311 Disposal proceeds - - - realised gains / (losses) - - - Unrealised depreciation (49) (4,779) (4,828) ----- ------- ------- Valuation at 31 August 2004 133 11,788 11,921 ----- ------- ------- Book cost at 31 August 2004 475 22,339 22,814 Unrealised depreciation (342) (10,551) (10,893) ----- ------- ------- Valuation at 31 August 2004 133 11,788 11,921 ----- ------- ------- This information is provided by RNS The company news service from the London Stock Exchange
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