Interim Results
Foresight 4 VCT PLC
29 November 2006
Summary
- Net asset value per share as at 31 August 2006 was 98.7p (compared to 104.6p
as at 28 February 2006 and 102.8p as at 31 August 2005).
- An interim dividend of 2.5p per share will be paid on 15 December 2006 (2005:
5.0p).
- £7,524,000 of new share capital was raised in the six months to 31 August
2006.
- Two realisations were achieved during the period, namely a sale of the
business and assets of EnSeal Systems and the sale of The Casella Group's
measurement division, together realising £573,000 in cash. Following its sale
to Invitrogen in October 2004, DNA Research Innovations achieved its seventh and
final milestone, generating £925,000 in cash.
- The Company invested £302,000 in follow-on funding rounds in two portfolio
companies, namely EnSeal Systems (£52,000) and Nomad Software (£250,000).
- Five new investments totalling £2.825m were made during the period: £750,000
in Ixaris Systems (electronic payment services); £400,000 in The Bunker Secure
Hosting (high security IT managed service hosting), £825,000 in Auctioning4u
(leading electronic auction facilitator), £450,000 in AIM listed Probability plc
(mobile phone gaming) and £400,000 in TheSkillsMarket (managing CV data for
recruitment agencies).
Chairman's Statement
Introduction
I am pleased to report that your Company is continuing to build on recent
progress and reflecting recent investment gains, an interim dividend of 2.5p per
share will be paid to shareholders on 15 December 2006.
Through the offer for subscription which closed on 5 April 2006, £11,270,000 was
successfully raised of which £7,524,000 was raised in the current reporting
period. These new funds are now being invested to take advantage of the strong
deal flow being generated by Foresight Venture Partners, the Company's Manager.
The performance of a number of portfolio companies continue to improve,
reflecting growing demand and strong sales pipelines, most notably Nomad
Software, EQOS, Adeptra and Snell & Wilcox. After a difficult period, Nomad
Software is now enjoying increasing demand for its market leading debit and
prepaid card processing services. EQOS and Adeptra are enjoying continuing
growth for their e-procurement software and credit card alert services
respectively. Snell & Wilcox, a leading manufacturer of broadcast electronics,
also continues to see improved demand generating sales of nearly £39 million in
its financial year to 31 March 2006.
Regrettably, post period end Healthgain's sales declined significantly following
the loss of a number of its sales team. As a result cashflow materially declined
and Healthgain's directors placed the company into voluntary liquidation. The
investment has been written down to nil.
Investment activity
The level of new investment activity was high during the six month period, with
five new investments being made totalling £2.825m: £750,000 in Ixaris Systems;
£400,000 in The Bunker Secure Hosting; £825,000 in Auctioning4U; £450,000 in
Probability plc; and £400,000 in TheSkillsMarket.
Ixaris Systems Ltd operates a pre-paid electronic payment service integrated
with the VISA network for uses including international money transfer and online
gambling.
The Bunker Secure Hosting Ltd builds, hosts and manages high availability IT
data centres and platforms for companies and public bodies (including top
financial, telecoms, and web-centric companies) with particular focus on high
levels of physical and digital security. The company owns and leases 41,500
square feet mainly underground in ex-military nuclear command centres at Ash,
Greenham Common and Bawdsey.
Auctioning4u Ltd is the UK's leading electronic auction facilitator. With
Auctioning4u acting as an outsourced consignment agent, companies, government
organisations, charities and individuals can sell unwanted items, collectibles,
return items or excess stock via eBay, Amazon or other electronic auction
platforms - anonymously - without the hassle of writing descriptions, digitally
photographing the goods, monitoring the auction process or dealing with payments
and shipping.
Probability plc is a market leader in mobile phone gaming, particularly offering
casino games on mobile phones, a market which is now emerging and is expected to
achieve significant growth.
TheSkillsMarket manages CV data for recruitment agencies, outsourcing what is an
important but troublesome task. It creates economies of scale because the data
it manages for each agency is common to many others, i.e. one candidate is known
to many agencies. The service is highly automated, using a mix of proprietary
and third-party software.
During the six months to 31 August 2006, £302,000 was invested in follow-on
funding rounds in two portfolio companies, namely EnSeal Systems (£52,000) and
Nomad Software (£250,000). The loans advanced to EnSeal Systems were repaid
during August 2006 following a sale of the company's business and assets to a
large US corporation. In April 2006, Nomad raised £1.25m by way of secured
loans to support Nomad Processing Services' (NPS) which is continuing to grow
its sales and secure increasing numbers of new customer mandates for its debit
and prepaid card processing services.
During the six months to 31 August 2006, upward revaluations were made to six
investments totalling £509,000, largely as a result of improved trading
performances. These included EQOS (£142,000), Adeptra (£72,000) and Nomad
Software (£129,000). Provisions totalling £1,650,000 were made against the
previous valuations of three companies, principally Healthgain (£1,260,000) and
Vectorcommand (£388,000) reflecting poorer than expected performances.
Realisation activity
In May 2006, The Casella Group sold its sole remaining business, Casella
Measurement Ltd to Ideal Industries Inc. This disposal enabled Casella to
redeem a significant part of its shareholder loans, including £203,000 to
Foresight 4. In August 2006, the business and assets of EnSeal Systems were
sold to Fiserv, a large US corporation. At completion, Foresight 4 received
£370,000 in the form of loan repayments, along with the entitlement to $300,000
held in escrow till April 2008. Additionally, after the first anniversary of
completion Foresight 4 will be entitled to 10% of all sales of EnSeal related
technologies for the following three year period. A partial realisation of
100,000 shares in Oasis Healthcare realised proceeds of £14,000 in the period.
Excellent progress was made with DNA Research's earn out during the period with
the final seventh milestone being achieved, generating a cash receipt of
£925,000. The sale, originally in October 2004, of DNA Research Innovations to
Invitrogen Corporation of the USA realised a total of £3.1 million, compared
with the original cost of investment of £1m.
Net Asset Value
The net asset value per share as at 31 August 2006 was 98.7p compared to 104.6p
as at 28 February 2006 and 102.8p as at 31 August 2005.
Valuation policy
The investments held by the Company have been valued in accordance with the
International Private Equity and Venture Capital (IPEVC) guidelines developed
by, alongside other organisations, the British Venture Capital Association 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 PLUS (formerly OFEX) are valued at
the bid price as at 31 August 2006. The portfolio valuations are prepared by
Foresight Venture Partners and are subject to approval by the Board.
Dividend
Reflecting gains arising during the current and previous year from the sales of
several portfolio companies, the Board is pleased to declare an interim dividend
of 2.5p per share which will be paid on 15 December 2006 to shareholders on the
Register of Members on 8 December 2006.
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.
During the period, the Company repurchased 210,000 shares at a cost of £194,538,
an approximate 10% discount to net asset value.
Outlook
Reviewing the portfolio as a whole over the last six months, I am satisfied by
the overall improvement in the performances of a number of portfolio companies,
notwithstanding the disappointing performances of one or two other investee
companies. The portfolio is being successfully rebalanced and refreshed with
realisations of the more mature investments continuing and the level of new
investments increasing. This process of rebalancing is expected to continue
over the next several quarters. Several approaches have been received from
potential acquirors for various companies in the portfolio, giving confidence
about exiting in due course.
I believe the portfolio has potential to create value and dividends for
shareholders given reasonably favourable economic conditions.
Peter Dicks
Chairman
29 November 2006
For further information please contact:
Foresight Venture Partners, Tel: 01732 471800
Teather & Greenwood, Tel: 020 7426 9000
Unaudited Income Statement
for the six months to 31 August 2006
6 Months to 6 Months to Year to
31 August 2006 31 August 2005 28 February 2006
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Investment income and deposit interest 261 97 158
Investment management fees (287) (124) (371)
Other expenses (130) (134) (259)
Unrealised loss on revaluation of investments (1,354) (1,291) (1,363)
Operating loss (1,510) (1,452) (1,835)
Gain on realisation of investments 216 1,666 3,064
(Loss)/profit on ordinary activities before (1,294) 214 1,229
taxation
Tax on ordinary activities - - -
(Loss)/profit on ordinary activities after (1,294) 214 1,229
taxation
Balance transferred (from)/to reserves (1,294) 214 1,229
Earnings per share (6.0)p 1.7p 9.5p
All items in the Income 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.
The Company has no recognised gains or losses other than those recognised in the Income Statement.
Unaudited Balance Sheet
at 31 August 2006
As at As at As at
31 August 2006 31 August 2005 28 February 2006
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Non-current assets
Assets held at fair value through profit and loss - 10,558 9,780 9,288
investments
Current assets
Debtors 253 996 1,575
Money market and other deposits 10,104 1,258 4,209
Cash 1,467 1,494 1,611
11,824 3,748 7,395
Creditors: amounts falling due within one year (192) (726) (117)
Net current assets 11,632 3,022 7,278
Net assets 22,190 12,802 16,566
Capital and reserves
Called-up share capital 225 125 158
Share premium account 9,176 24,199 2,132
Capital redemption reserve 1,819 1,813 1,817
Revaluation reserve (10,317) (8,891) (8,963)
Retained earnings 21,287 (4,444) 21,422
Equity shareholders' funds 22,190 12,802 16,566
Net asset value per ordinary share 98.7p 102.8p 104.6p
Unaudited Statement of Cash Flows
for the six months to 31 August 2006
6 Months to 6 Months to Year to
31 August 2006 31 August 2005 28 February 2006
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Cash flow from operating activities
Investment income received 57 133 181
Deposit and similar interest received 181 12 6
Investment management fees paid (323) (144) (259)
Secretarial fees paid (36) (30) (61)
Other cash payments (180) (72) (1,639)
Net cash outflow from
operating activities and returns on investment (301) (101) (1,772)
Taxation - - -
Returns on investment and servicing of finance
Purchase of unquoted investments and investments (2,377) (1,077) (2,527)
quoted on AIM
Net proceeds on sale of unquoted investments 573 2,946 5,758
Net proceeds on deferred consideration 925 144 720
Net proceeds on sale of quoted investments 14 - 45
Net capital (outflow)/inflow from financial investment (865) 2,013 3,996
Equity dividends paid - - (690)
Net cash (outflow)/inflow before financing and liquid (1,166) 1,912 1,534
resource management
Management of liquid resources
Movement in money market and other deposits (5,896) (1,258) (4,165)
(5,896) (1,258) (4,165)
Financing
Proceeds of fund-raisings 7,523 832 4,768
Expenses of fund-raisings (410) (78) (321)
Repurchase of own shares (195) (222) (513)
6,918 532 3,934
(Decrease)/increase in cash (144) 1,186 1,303
Reconciliation of net cashflow to movement
in net cash
(Decrease)/increase in cash for the period (144) 1,186 1,303
Net cash at start of period 1,611 308 308
Net cash at end of period 1,467 1,494 1,611
Reconciliation of operating loss to net
cash flow from operating activities
Operating loss (1,510) (1,452) (1,835)
Unrealised losses on investments 1,354 1,291 1,363
(Decrease)/increase in creditors (75) (59) 18
(Increase)/decrease in debtors (70) 119 (1,318)
Net cash outflow from operating activities (301) (101) (1,772)
Notes to the Interim Report
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 28 February 2006. Unquoted investments have been valued in accordance with
IPEVC guidelines. Quoted investments are stated at bid prices in accordance with the IPEVC guidelines and Generally
Accepted Accounting Practice.
2. These are not statutory accounts in accordance with section 240 of the Companies Act 1985 and are neither audited nor
reviewed. The full audited accounts for the year ended 28 February 2006, which were unqualified, have been lodged with
the Registrar of Companies. No statutory accounts in respect of any period after 28 February 2006 have been reported on
by the Company's auditors or delivered to the Registrar of Companies.
3. Copies of the Interim Report will be mailed to shareholders and will be available for inspection at the Registered
Office of the Company at ECA Court, South Park, Sevenoaks, Kent TN13 1DU.
4. The number of shares in issue at 31 August 2006 was 22,481,506 ordinary shares (2005: 12,453,689 ordinary shares).
The weighted average number of shares in issue during the period was 21,522,401 ordinary shares (2005: 12,453,810
ordinary shares).
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-up Share Capital Revaluation Profit and Total
share premium redemption reserve loss account
capital account reserve
£'000 £'000 £'000 £'000 £'000 £'000
As at 28 February 2006 158 2,132 1,817 (8,963) 21,422 16,566
Share issues in the period 69 7,455 - - - 7,524
Expenses on share issues - (411) - - - (411)
Shares repurchased in the period (2) - 2 - (195) (195)
Net decrease in the value - - - (1,354) - (1,354)
of investments
Retained profit for the period - - - - 60 60
As at 31 August 2006 225 9,176 1,819 (10,317) 21,287 22,190
7. Summary of investments during the period
Quoted Unquoted Total
£'000 £'000 £'000
Book cost as at 28 February 2006 325 18,383 18,708
Unrealised depreciation (234) (9,186) (9,420)
Valuation at 28 February 2006 91 9,197 9,288
Movements in the period:
Purchases at cost 450 2,677 3,127
Disposal proceeds (14) (1,126) (1,140)
realised losses (34) (492) (526)
Unrealised appreciation/(depreciation) 142 (333) (191)
Valuation at 31 August 2006 635 9,923 10,558
Book cost at 31 August 2006 727 19,442 20,169
Unrealised depreciation (92) (9,519) (9,611)
Valuation at 31 August 2006 635 9,923 10,558
END
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