Final Results

Foresight Technology VCT PLC 01 April 2003 Foresight Technology VCT plc Preliminary Results for the 3 months ended 31 December 2002 Results As shareholders will be aware markets have continued to face difficult conditions in the three months to 31 December 2002. Trading conditions for many companies have become more demanding and this has been reflected in the continued decline of share prices of listed companies. It is therefore encouraging to be able to report that the net asset values of the Ordinary Shares and the 'C' Shares at 31 December 2002 were 96.48p and 72.51p, a comparatively modest reduction from the 97.93p and 73.34p respectively since 30 September 2002. Despite the uncertain outlook, which has adversely affected some of the portfolio companies, the investment advisers and the Board remain encouraged by the continued progress of companies within the portfolio. The results for the period from 1 October 2002 to 31 December 2002 are set out in the following pages. The loss (after tax) attributable to the Ordinary Shareholders was Â£126,312 (30 September 2002: return of Â£190,085) and the net asset value per Ordinary Share as at 31 December 2002 was 96.48p (30 September 2002: 97.93p). With regard to the holders of 'C' Shares the attributable loss (after tax) was Â£159,804 (30 September 2002: Â£1,569,294) and the net asset value per 'C' Share as at 31 December 2002 was 72.51p (30 September 2002: 73.74p). The after tax revenue return (before capital losses) per Ordinary Share was 1.56p and the after tax revenue return (before capital losses) per 'C' Share was 0.40p for the period to 31 December 2002. Dividend The Board are recommending a dividend of 0.75p per 'C' Share (30 September 2002: 1.75p) and 0.50p per Ordinary Share (30 September 2002: nil) for the 3 month period ended 31 December 2002 to Ordinary Shareholders and 'C' Shareholders on the register on 11 April 2003. If approved at the extraordinary general meeting to be held on 10 June 2003, these payments will be made on 30 June 2003. Change in Accounting Reference Date The Company changed its accounting reference date to 31 December following approval by shareholders at an Extraordinary General Meeting held on 23 September 2002. This has resulted in the preparation of this report and the financial statements for the short accounting period from 1 October 2002 to 31 December 2002. Ordinary Shares fund Advanced Composites Group continues to produce good results. The US operation based in Tulsa, Oklahoma, which last year was disappointing, is now enjoying record sales and profits. Telecom Plus plc continued to grow strongly and a good set of interim accounts for the 6 month period to 30 September 2002 has resulted in a significant increase in its share price. Actimax Limited is now firmly profitable and is actively seeking to grow by acquisition. As at 31 December 2002 Â£6.9 million had been approved for investment or invested in 9 companies. This represented approximately 93 per cent. of the Company's investments, the balance being invested in fixed interest securities and cash deposits. 'C' Shares fund Oxonica Limited has now started shipping fuel additive in commercial quantities making it one of the first nanotechnology companies to generate significant revenues. Sarantel Limited, made good progress and attracted new investors to accelerate its development, raising Â£3.5 million following an order for US$12 million from a US company in February 2003. As a result, the company is well placed to exploit its exciting market opportunity. Further investments were made during the period in Alaric Systems Limited, alongside other investment syndicate members, to support the company through a difficult trading period. As at 31 December 2002 Â£19.2 million had been approved for investment or invested in 20 companies. This represented approximately 64 per cent. of the Company's investments, the balance also being invested in fixed interest securities and cash deposits. VCF Partners and your Board are currently reviewing a number of new investments as well as further investments in existing investee companies. Although there have been a number of provisions made against, and reductions in, certain valuations of investments, the overall valuation effect in the three month period under review was relatively small. Details of investments made from both of the Company's funds during the period are given in the Advisers' and Managers' Report. VCT Qualifying Status I am pleased to report that as at 31 December 2002 the Company had satisfied the '70 per cent. test' under the VCT regulations. This obliges the Company to have at least 70 per cent. of its investments in qualifying holdings. As at 31 December 2002 over 71 per cent. of our total investments were represented by qualifying holdings. The Board together with the Company's advisers will continue to monitor the portfolio of both the Ordinary Shares and 'C' Shares funds to ensure that the Company continues to comply with the test. Valuation Policy The investments held by the Company have been valued in accordance with the Guidelines for the Valuation and Disclosure of Venture Capital Portfolios issued by the BVCA under which unquoted investments are not normally revalued above cost for at least 12 months after the date of acquisition. The investments, which are traded on AIM, OFEX or the London Stock Exchange and the fixed interest securities, are carried at market value. The Board and the Advisers, in any event, always attempt to follow a consistent and prudent valuation policy. Recent Investments - 'C' Shares Fund In February 2003 the Company invested Â£500,000 in Broadreach Networks Limited, which provides both fixed line and WLAN (wireless local area network) public Internet access outside the home or office. This company's technology allows users to gain access either from fixed terminals installed at coffee shops, hotels and transport hubs or via wireless access from the user's own portable device. In addition, the Company made further investments of Â£267,858, Â£347,275 and Â£90,000 in Monactive Limited, Sarantel Limited and ANT Limited respectively. Extraordinary General Meeting The Company held the 2003 Annual General Meeting in London on 4 March 2003. I am pleased to report that a record number of shareholders and warrantholders attended the meeting. Due to the change in the Company's accounting reference date to 31 December the Company will be holding an extraordinary general meeting on 10 June 2003 for the purposes of laying the accounts for the 3 month period to 31 December 2002 before shareholders and approving the above recommended dividends. I would like to take this opportunity to thank all shareholders and warrantholders for their continued support. Peter Dicks Chairman 1 April 2003 ADVISERS' AND MANAGERS' REPORT THE VENTURE CAPITAL FUNDS VCF Partners advise the Company in respect of investments made within the Ordinary Shares fund and the 'C' Shares fund. During the 3 months ended 31 December 2002 no new investments and two further investments in existing investee companies were made from the Ordinary Shares fund at a cost of Â£2,502 and no new investments and six further investments in existing investee companies were made from the 'C' Shares fund at a cost of Â£2,093,060, including amounts committed to Sarantel. The full investment portfolio of both funds as at 31 December 2002 is detailed below. ORDINARY SHARES FUND Sapphire International Limited Owns the established 'DataEase' family of computer database software products and has a worldwide base of several hundred thousand users. The Company now combines a consulting/professional services organisation with the sale of DataEase software products. As a result of a significant order from the North American market, the company is trading profitably. Foresight holds 1,803,396 shares in the company. Results from the latest audited accounts for the year ended 31 December 2001: profit before tax Â£113,000, retained loss Â£3,412,000, net liabilities Â£799,000. Dates of Amount Invested Valuation % Equity/ Loan Investor % of Ordinary Investment Including Voting Stock Director Shares Loan Stock Rights Portfolio Jul 98, Â£1,150,000 Cost 18.6 Â£400,000 10% Bernard 9.86 Jun 00, Unsecured Fairman Oct 00 & Jun 01 Actimax plc Supplies digital telecommunications systems to small and medium sized customers. The company installs complex computer and telephone combined systems using components from suppliers such as Ascom, Lucent and Intertel. The company won the Integrated Dealer of the Year Award 2001 and is trading profitably. Foresight holds 242,308 shares in the company and 34,615 warrants. Results from the latest audited accounts for the period ended 31 December 2001: loss before tax Â£21,253, retained loss Â£1,304,132, net liabilities Â£524,132. Dates of Amount Invested Valuation % Equity/ Loan Investor % of Ordinary Investment Including Voting Stock Director Shares Loan Stock Rights Portfolio Nov 98 Â£600,000* Cost 42.0* Â£120,000 10% Bernard 5.15 & Mar 00 Unsecured Fairman * The Company also holds warrants DSM Geo-Data Limited/Survey & Development Services Limited Was formed to acquire certain parts of the business of Survey & Development Services Limited from the Receivers of that company in August 2002. It is a specialist geo-spatial data software products and services business, serving the growing market for digital mapping. Foresight have been issued 235,208 preference shares in the company in respect of their original holding of loan stock in Survey & Development Services Limited. The Company continues to hold 170,408 shares in Survey and Development Services Limited which has been put into liquidation and therefore the Board believe it prudent to write down the investment by 100 per cent. The Company has not produced audited accounts since incorporation on 12 December 2001. Date of Amount Invested Valuation % Equity/ % of Ordinary Investment Voting Shares Rights Portfolio Aug 02 Â£1 Â£137,327 0.0 1.18 Entraline Limited Was formed from Creature Laboratories Limited and has a range of entertainment software products under development. The technology also relates to new platforms such as toys, mobile phones and digital television. The Board has decided to reduce the valuation of this investment because of the company's difficulties with trading and further fund raising. Entraline Limited was formed following the Administration of Creature Laboratories Limited in June 2002 and Foresight was issued 11,765 shares in the new company. The company has not produced audited accounts since incorporation on 2 May 2002. Dates of Investment Amount Invested Valuation % Equity/ % of Ordinary Voting Shares Rights Portfolio Jan 99 Â£1,500,000 Â£10,000 0.5 0.09 & Sep 00 Advanced Composites Group Limited Is a long established manufacturer of high technology carbon fibre composite material, with factories in Heanor north of Derby, and Tulsa, USA. Successful markets include F1 racing cars, sports equipment and aerospace applications. After three years of profits, the company has been valued on a PE basis, using an index of comparable companies after applying a 40 per cent. discount. This valuation is in accordance with BVCA guidelines. Foresight holds 3,163,971 shares in the company. Results from the latest consolidated audited accounts for the year ended 31 August 2002: profit before tax Â£2,272,000, retained profit Â£3,695,000, net assets Â£8,030,000. Dates of Amount Invested Valuation % Equity/ Investor % of Ordinary Investment Voting Director Shares Rights Portfolio Mar 99, Oct 99 Â£1,622,978 Â£6,668,965 27.5 Peter 57.21 & Jul 00 English YooMedia plc (formerly e-district.net plc) (AIM listed) Operates a portal site which provides an increasing number of facilities including online games, e-mail, personal home pages and chat available from a number of platforms. The company was floated on the AIM market in March 2000 at a valuation of Â£149.7 million. At that time Foresight sold 6,623,030 shares to raise Â£12.4 million net of expenses. The company has signed a contract with Sky to provide BSkyB's wholly owned channel with a comprehensive enhanced TV chat solution and also provides interactive content via Telewest. Foresight holds 14,260,000 shares in the company following a further small investment in November 2002. Results from the latest audited accounts for the year ended 31 December 2001: loss before tax Â£3,982,881, retained loss Â£6,359,606, net assets Â£8,804,703. Dates of Amount Valuation % Equity/ Investor % of Ordinary Investment Invested Voting Director Shares Rights Portfolio Mar 99 & Â£342,302 Â£855,600 18.6 Bernard Fairman 7.34 Nov 02 Telecom plus plc (listed on the London Stock Exchange) Offers low cost telephone and energy services to private subscribers. The company's penetration of its telephone subscriber base with energy services is at 10 per cent. and increasing. The share price increased substantially during the quarter ended 31 December 2002 due to strong interim results reported for the period to 30 September 2002. Foresight holds 1,251,000 shares in the company following a further small investment in December 2002. Results from the latest audited accounts for the year ended 31 March 2002: profit before tax Â£4,035,000, retained profit Â£1,461,000, net assets Â£8,981,000. Dates of Amount Invested Valuation % Equity/ % of Ordinary Investment Voting Shares Rights Portfolio Jun 99 & Dec 02 Â£476,519 Â£1,957,815 2.1 16.79 Clarity Commerce Solutions plc (AIM listed) Is part of a group of companies that provide EPOS solutions, CRM products and services to the UK hospitality and leisure markets including the pub market place and the restaurant and nightclub sector. Foresight holds 400,000 shares in the company. Results from the latest audited accounts for the year ended 31 March 2002: loss before tax Â£221,000, retained loss Â£1,401,000, net assets Â£7,367,000. Date of Amount Invested Valuation % Equity/ % of Ordinary Investment Voting Shares Rights Portfolio Jul 00 Â£500,000 Â£278,000 4.2 2.38 'C' SHARES FUND Travelstore.com plc Sold its business earlier this year to On-line Travel Limited, a company which provides on-line services for travel arrangements which had synergies with Travelstore's business. Travelstore currently holds 7.2 per cent. of the shares in On-line Travel Limited for the benefit of its shareholders and is considering its future options. The Board believes it is prudent to write down the investment. Foresight holds 4,265,000 shares in the company. Results from the latest audited accounts for the year ended 31 March 2002: loss before tax Â£3,566,381, retained loss Â£29,254,676, net assets Â£2,420,845. Dates of Amount Invested Valuation % Equity/ % of 'C' Investment Voting Shares Rights Portfolio Dec 99, Nov 02 Â£1,339,000 Â£58,590 3.5 0.26 & Dec 02 KeepAhead Limited Despatches lifestyle email services (e.g. current affairs, astrology, sport) which approximately 200,000 registered users receive free of charge. Revenue is generated from targeted e-mail advertising. The Board believe it is prudent to write down this investment to reflect the current values of companies relying on the on-line advertising market. Foresight holds 25,248 shares in the company. Results from the latest audited accounts for the year ended 31 March 2002: loss before tax Â£186,505, retained loss Â£896,320, net assets Â£12,251. Date of Amount Invested Valuation % Equity/ % of 'C' Investment Voting Shares Rights Portfolio Apr 00 Â£1,000,000 Â£50,000 15.0 0.22 UK Directory (Holdings) Limited (OFEX Listed) Operated an internet based directory of business websites, available on-line and offline via the publication of a nationally distributed magazine available from WH Smith. Foresight currently holds 2 million shares in the company. UK Directory (Holdings) Limited's shares were suspended from trading on OFEX on 29 November 2001 and is currently in the process of appointing liquidators. Results from the latest audited accounts for the year ended 31 August 2001: loss before tax Â£1,917,361, retained loss Â£2,292,267, net assets Â£488,717. Date of Amount Invested Valuation % Equity/ % of 'C' Investment Voting Shares Rights Portfolio Apr 00 Â£1,000,000 Â£35,000 10.0 0.15 themutual.net plc (AIM Listed) Operates a financial information website and sells targeted advertising by email aimed at their subscriber base. In June 2000, themutual.net's shares were listed on the AIM market. Interim accounts to 31 October 2002 show a net profit of Â£274,000 which has resulted in a large increase in the company's share price. Foresight holds 342,730,249 shares in the company. Results from the latest audited accounts for the year ended 30 April 2002: loss before tax Â£28,239, retained loss Â£1,965,885, net liabilities Â£533,689. Date of Amount Invested Valuation % Equity/ % of 'C' Investment Voting Shares Rights Portfolio Jun 00 Â£500,000 Â£308,457 9.3 1.35 FfastFill plc (AIM Listed) Is a software company that develops sophisticated trading solutions for futures and options traders, brokers and risk managers. The management team has been strengthened in recent months and an improvement in performance is expected. Foresight holds 914,070 shares in the company. Results from the latest audited accounts for the year ended 31 March 2002: loss before tax Â£8,018,000, retained loss Â£13,660,000, net assets Â£4,842,000. Date of Amount Invested Valuation % Equity/ % of 'C' Investment Voting Shares Rights Portfolio Jul 00 Â£500,000 Â£36,563 2.0 0.17 Sarantel Limited Owns proprietary antenna technology with applications in mobile phone and other wireless devices. The company's technology delivers major performance benefits over traditional antennae. Market interest in Sarantel's first product, the GPS antenna, has increased and the company now has a healthy pipeline of sales prospects. The company has launched its innovative antenna for mobile phones and other wireless devices and in November 2002 won a $12 million order, demonstrating the potential for this new generation of high performance antennas. The company completed a further round of fundraising of Â£3.5 million from existing and new investors in February 2003. Foresight held 464,167 shares in the company prior to the further fundraising. Results from the latest audited accounts for the year ended 30 September 2002: loss before tax Â£2,821,417, retained loss Â£4,179,590, net assets Â£3,695,798 (this figure includes a convertible loan of Â£6,722,821 treated as converted). Dates of Amount Valuation % Equity/ Loan Investor % of 'C' Investment Invested Voting Stock Director Shares including Loan Rights Portfolio Stock Sep 00, Apr 01, Jun 01, Mar 02 Â£1,789,118* Cost 37.0 Â£1,613,000 Matt 7.85 Aug 02, Sep 02, Secured Taylor & Nov 02 * A further Â£347,275 was invested in February 2003. Mondas plc (AIM Listed) Has developed e-Business technologies to allow securities and investment houses to deploy new front and back office applications to facilitate straight through processing. Customers benefit from improved content management, document management, business process software and service solutions. Foresight currently held 2,289,855 shares in the company in addition to the loan stock following a further small investment in December 2002. Results from the latest audited accounts for the year ended 30 April 2002: loss before tax Â£2,177,858, retained loss Â£5,818,817, net assets Â£1,431,762. Dates of Amount Valuation % Equity/ Loan Investor % of 'C' Investment Invested Voting Stock Director Shares including Rights Portfolio Loan Stock Oct 00 & Â£1,068,116 Â£932,464 10.9 Â£900,000 Bernard 4.09 Dec 02 Unsecured Fairman Callserve Communications plc Is a voice over IP telecoms network and service provider which enables telephone calls to be made from a PC via the internet to any phone worldwide. The company has grown substantially over the last year. Foresight holds 222,222 shares in the company. The Company completed a further round of fundraising of Â£2 million from existing investors in February 2003. Results from the latest audited accounts for the year ended 31 March 2002: loss before tax Â£4,885,152, retained loss Â£12,017,562, net liabilities Â£363,814. Date of Amount Invested Valuation % Equity/ % of 'C' Investment Voting Shares Rights Portfolio Oct 00 Â£500,000 Â£449,998 1.27 1.98 iDesk plc Provide telcos, ISPs and other blue chip customers with outsourced technical help desks, operated from a call centre in London. iDesk also sells its proprietary and licensed CRM software and provides electronic billing services. The company experienced a severe and sustained fall in demand for outsourced call centre services. As a result, the company's revenue reduced by 90 per cent. through 2001. Despite cost reductions, trading losses exhausted the company's cash resources and resulted in the appointment of Administrative Receivers in April 2002. Foresight holds 63,291 shares in the company. In view of the appointment of Administrative Receivers the Board has made a provision of 100 per cent. against the Company's investment. Results from the latest audited accounts for the year ended 31 December 2000: loss before tax Â£7,534,017, retained loss Â£9,224,068, net assets of Â£8,882,659. Date of Amount Invested Valuation % Equity/ % of 'C' Investment Voting Shares Rights Portfolio Nov 00 Â£500,000 Nil 1.47 - iCore Limited Is an IT management services company, with services that range from strategic IT reviews, infrastructure design and management, outsourcing procurement, through to business process management, interim project management, and establishing project offices. The company is now trading profitably. Foresight holds 201,176 shares in the company. Results from the latest audited accounts for the year ended 30 June 2002: profit before tax Â£542,252, retained loss Â£197,460, net assets Â£564,205. Date of Amount Valuation % Equity/ Investor % of 'C' Investment Invested Voting Director Shares Rights Portfolio Dec 00 Â£750,000 Cost 16.7 Peter English 3.29 Heritage Image Partnership Limited Is building an online library of high-resolution images from exclusive access to the content of heritage institutions, principally museums and libraries, and sells directly to business customers. The investment has been written down because the business is trading below expectations. Foresight holds 68,898 shares in the company. Results from the latest audited accounts for the 11 month period ended 31 December 2001: loss before tax Â£1,697,469, retained loss Â£3,074,466, net assets Â£1,256,977. Date of Amount Valuation % Equity/ Investor % of 'C' Investment Invested Voting Director Shares Rights Portfolio Mar 01 Â£950,000 Â£300,000 18.7 Matt Taylor 1.32 Monactive Limited Is a leading provider of Software Licence Information Management solutions with over 100 customers. The company's software monitors software usage on PC networks, providing corporates with data for cost reduction and compliance. Its customers are able to reduce their software licensing costs whilst demonstrating legal compliance. Foresight held 442,544 shares in the company prior to a further investment in January 2003. Results from the latest audited accounts for the year ended 31 July 2002: loss before tax Â£982,394, retained loss Â£2,274,425, net liabilities Â£893,077. Date of Amount Valuation % Equity/ Loan Investor % of 'C' Investment Invested Voting Stock Director Shares including Rights Portfolio Loan Stock Mar 01 Â£750,000* Cost 17.6 Â£375,000 Matt Taylor 3.29 Secured * A further Â£267,858 was invested in January 2003. ANT Limited Provides content rendering software to improve users' interactive communication with digital television sets and other consumer electronic devices. ANT was set up in 1993 and first licensed its software to Symbian (one of the leading software platforms for PDAs) in May 1998. It now has a leading position in the market for integrated digital TVs, TV over internet protocol and enhanced DVDs. The company raised further finance from existing investors including Foresight in February 2003. Foresight held 20,000 shares in the company prior to the further funding. Results from the latest audited accounts for the year ended 31 December 2001: loss before tax Â£4,926,378, retained loss Â£6,194,766, net assets Â£1,794,855 (this figure includes a convertible loan of Â£5,518,202 treated as converted). Date of Amount Valuation % Equity/ Loan Investor % of 'C' Investment Invested Voting Stock Director Shares including Rights Portfolio Loan Stock Jul 01 Â£1,000,000* Â£892,000 5.3 Â£900,000 Matt Taylor 3.92 Unsecured * A further Â£90,000 was invested in February 2003. Blue Curve Research.net Limited Is a software company that sells its products and services to investment banks and fund managers to automate the production and distribution of research material. Analysis is a key customer retention tool for investment banks but is also a major cost. The company's software cuts costs which is in demand, particularly when investment bank spending is under pressure. Foresight holds 367 shares in the company. Results from the latest audited accounts for the year ended 31 December 2001: profit before tax Â£76,930, retained profit Â£107,782, net assets Â£107,882. Date of Amount Valuation % Equity/ Loan Investor % of 'C' Investment Invested Voting Stock Director Shares including Rights Portfolio Loan Stock Oct 01 Â£1,000,000 Cost 23.7 Â£666,667 Matt 4.39 Secured Taylor Aquasium Technology Limited Is engaged in the design, manufacture and marketing of bespoke electron beam welding and vacuum furnace equipment. Its products are used in the processes of a wide range of manufacturing industries including automotive, electronics, medical, power generation and aerospace. Foresight holds 86,666 shares in the company. The company has not produced audited accounts since incorporation on 26 June 2001. Date of Amount Valuation % Equity/ Loan Investor % of 'C' Investment Invested Voting Stock Director Shares including Rights Portfolio Loan Stock Oct 01 Â£1,000,000 Cost 33.3 Â£666,667 Donald 4.39 Secured Maclennan Smart Focus Limited Provides software to enable accurate targeting and execution of marketing campaigns. The company is an established solution provider in this area with 300 customers forming a wide customer base spread across financial services, retail, marketing services and other consumer-driven sectors. The company adds value to its customers marketing campaigns by linking with multiple databases, returning query results in seconds and presenting the results graphically in an easily understandable graphic way. Foresight holds 398,667 shares in the company. Results from the latest audited accounts for the year ended 31 December 2001: profits before tax Â£73,726, retained profit Â£127,404, net assets Â£127,406. Date of Amount Valuation % Equity/ Loan Investor % of 'C' Investment Invested Voting Stock Director Shares Including Rights Portfolio Loan Stock Dec 01 Â£1,000,000 Cost 20.0 Â£666,667 Matt 4.39 Secured Taylor Alaric Systems Limited Specialises in the development, sale, distribution and support of payment systems software including systems for electronic payments, authorisation and e-commerce integration. It is also involved in the use of mathematical modelling techniques for card payments and other fraud detection. Foresight holds 2,141,075 shares in the company following further investments in October and December 2002. Results from the latest audited accounts for the year ended 31 March 2002: loss before tax Â£2,120,960, retained loss Â£2,776,583, net assets Â£1,626,614. Dates of Amount Valuation % Equity/ Investor % of 'C' Investment Invested Voting Director Shares Rights Portfolio Feb 02, Oct 02 Â£1,254,179 Cost 16.8 Donald 5.51 & Dec 02 Maclennan Oxonica Limited Design manipulation and engineering of properties of materials at the nano-scale for application in fuel additives, sunscreen, bio- tagging and other products. The company has made good progress since the investment both in terms of product development and investor interest. The audited accounts information shown below is pre-investment and not indicative of expected future performance. Foresight holds 1,395 shares in the company and 1,769 warrants. Â£524,053 was advanced by way of secured loan in December 2002. Results from the latest audited accounts for the year ended 31 December 2001: loss before tax Â£943,764, retained loss Â£1,623,267, net assets Â£18,155. Dates of Amount Valuation % Equity/ Investor % of 'C' Investment Invested Voting Director Shares Rights Portfolio Jun 02 & Â£999,999 Cost 10.0 Bernard 4.39 Dec 02 Fairman Wire-e Limited Provides mobile communication services to corporates and SMEs. Founded in 2000, and having launched the 'Rapide' service in February 2002, Wire-e now has over 170 customers. The service enables users on the move to access phone numbers, send emails, text messages and voice broadcasts to multiple contacts from a mobile phone or desktop browser. The audited accounts information shown below is pre-investment and not indicative of expected future performance. Foresight holds 3,333,333 shares in the company. Results from the latest audited accounts for the year ended 30 June 2002: loss before tax Â£837,031, retained loss Â£1,670,086, net liabilities Â£520,172. Date of Amount Valuation % Equity/ Loan Investor % of 'C' Investment Invested Voting Stock Director Shares Including Rights Portfolio Loan Stock Sep 02 Â£1,000,000 Cost 18.4 Â£900,000 Jamie 4.39 Secured Richards Actimax plc Supplies digital telecommunications systems to small and medium sized customers. The company installs complex computer and telephone combined systems using components from suppliers such as Ascom, Lucent and Intertel. The company won the Integrated Dealer of the Year Award 2001 and is trading profitably. Foresight made a Â£1 million loan to the company from the 'C' Shares fund in December 2002 for acquisition opportunities. Results from the latest audited accounts for the period ended 31 December 2001: loss before tax Â£21,253, retained loss Â£1,304,132, net liabilities Â£524,132. Date of Amount Valuation % Equity/ Loan Investor % of 'C' Investment Invested Voting Stock Director Shares Including Rights Portfolio Loan Stock Dec 02 Â£1,000,000 Cost - Â£1,000,000 Bernard 4.39 Secured Fairman VCF PARTNERS VCF Partners LLP, trading as VCF Partners, are regulated by the Financial Services Authority and the team includes four partners, Bernard Fairman, Peter English, Donald Maclennan and Matt Taylor, an investment manager, Jamie Richards, and an associate, Hazel Gross. The Investor Director detailed in the above report refers to the team member at VCF Partners who has been appointed as a director of the investee company for the purposes of monitoring the investment and providing 'hands on' assistance to the company. THE FIXED INTEREST FUNDS The Ordinary Shares fixed interest portfolio and the 'C' Shares fixed interest portfolio constitute the balance of the net proceeds from the issues of Ordinary Shares and 'C' Shares. These funds are invested in fixed interest securities and cash deposits by Cazenove Fund Management Limited. The Ordinary Shares and 'C' Shares fund portfolio percentage of the investments in companies referred to above excludes funds held in cash deposits. ASSOCIATED FUNDS VCF Partners also advise TriVest VCT plc in respect of investments. Investments have been made by TriVest plc to 31 December 2002 in iDesk plc (Â£250,000), Heritage Image Partnership Limited (Â£300,000), Monactive Limited (Â£250,000), ANT Limited (Â£1,000,000), Blue Curve Research.net Limited (Â£500,000) Aquasium Technology Limited (Â£500,000), SmartFocus Limited (Â£500,000), Alaric Systems Limited (Â£557,413), Sarantel Limited (Â£720,115), Oxonica Limited (900,033) and Wire-e Limited (Â£500,000). Non-Statutory Analysis between the Ordinary and 'C' Shares Funds Statements of Total Return for the 3 month period ended 31 December 2002 Ordinary Shares Fund 'C' Shares fund Revenue Capital Total Revenue Capital Total Â£ Â£ Â£ Â£ Â£ Â£ Losses on investments - (282,586) (282,586) - (201,920) (201,920) Income 244,352 - 244,352 290,930 - 290,930 Investment management fees (18,788) (56,367) (75,155) (36,853) (110,558) (147,411) Other expenses (22,801 - (22,801) (91,525) - (91,525) ------------ ------------ ------------- ------------ ------------ ------------ Return on ordinary activities before taxation 202,763 (338,953) (136,190) 162,552 (312,478) (149,926) Tax on ordinary activities 2,426 7,452 9,878 (30,884) 21,006 (9,878) ------------ ------------ -------------- ------------ ------------ ------------ Return attributable to equity shareholders 205,189 (331,501) (126,312) 131,668 (291,472) (159,804) Dividends in respect of equity shares (65,107) - (65,107) (248,343) - (248,343) ------------ --------------- --------------- ------------ -------------- ------------- Transfer to/(from) reserves 140,082 (331,501) (191,419) (116,675) (291,472) (408,147) ------------ --------------- --------------- ------------ -------------- ------------- Return per share 1.56p (2.52)p (0.96)p 0.40p (0.88)p (0.48)p Balance Sheets as at 31 December 2002 Ordinary Shares fund 'C' Shares fund Â£ Â£ Â£ Â£ Fixed assets Investments 11,657,707 22,777,468 Current assets Debtors and prepayments 423,566 479,547 Cash at bank 774,759 1,658,238 ------------ ------------- 1,198,325 2,137,785 Creditors: amounts falling due within one (170,911) (847,925) year ------------ ------------- Net current assets 1,027,414 1,289,860 ------------ -------------- Net assets 12,685,121 24,067,328 ------------ -------------- Capital and reserves Called up share capital 131,484 331,912 Cancelled share premium account 7,539,740 29,261,198 Revaluation reserve 4,763,198 (5,633,141) Profit and loss account 250,699 107,359 --------------- -------------- Equity shareholders' funds 12,685,121 24,067,328 -------------- -------------- Number of shares in issue 13,148,403 33,191,219 Net asset value per share: 96.48p 72.51p Profit and Loss Account for the 3 month period ended 31 December 2002 3 month period ended 31 December 2002 Year ended 30 September 2002 Revenue Capital Total Revenue Capital Total Â£ Â£ Â£ Â£ Â£ Â£ Gains/(losses) on realisation of investments - 3,800 3,800 - (60,068) (60,068) Income 535,282 - 535,282 1,427,908 - 1,427,908 Investment management fees (55,641) (166,925) (222,566) (234,583) (703,749) (938,332) Other expenses (114,326) - (114,326) (424,468) - (424,468) ------------ ------------ ------------ ------------ ------------ ------------ Profit/(loss) on ordinary activities before taxation 365,315 (163,125) 202,190 768,857 (763,817) 5,040 Tax on ordinary activities (28,458) 28,458 - (119,101) 157,828 38,727 ------------ ------------ ------------ ------------ ------------ ------------ Profit/(loss) on ordinary activities after taxation 336,857 (134,667) 202,190 649,756 (605,989) 43,767 Dividends (313,450) - (313,450) (581,796) - (581,796) ------------ ------------ ------------ ------------ -------------- -------------- Retained profit/(loss) for the year transferred to/(from) 23,407 (134,667) (111,260) 67,960 (605,989) (538,029) reserves ------------ ------------ ------------ ------------ ------------- -------------- Earnings per share: Ordinary Shares 1.22p (1.37)p 'C' Shares 0.13p 0.68p All the items in the above statement derive from continuing operations. Statement of Total Recognised Gains and Losses for the 3 month period ended 31 December 2002 3 month period ended 31 December 2002 Year ended 30 September 2002 Revenue Capital Total Revenue Capital Total Â£ Â£ Â£ Â£ Â£ Â£ Profit/(loss) for the 336,857 (134,667) 202,190 649,756 (605,989) 43,767 period Unrealised losses on revaluation of - (488,306) (488,306) - (1,422,976) (1,422,976) investments ------------ --------------- --------------- ------------ --------------- --------------- Total recognised gains/ (losses) during the 336,857 (622,973) (286,116) 649,756 (2,028,965) (1,379,209) period ------------ -------------- -------------- ------------ -------------- ------------- Return per share: Ordinary Shares 1.56p (2.52)p (0.96)p (0.22)p 1.66p 1.44p 'C' Shares 0.40p (0.88)p (0.48)p 2.04p (6.75)p (4.71)p Note of Historical Cost Profits and Losses for the 3 month period ended 31 December 2002 3 month period Year ended 30 September ended 31 December 2002 2002 Total Total Â£ Â£ Profit on ordinary activities before taxation 202,190 5,040 Realisation of revaluation losses of previous years (45,240) (100,370) -------------- -------------- Historical cost profit/(loss) on ordinary activities before 156,950 (95,330) taxation -------------- -------------- Historical cost loss for the period retained after taxation and (156,500) (638,399) dividends -------------- -------------- Balance Sheet as at 31 December 2002 31 December 2002 30 September 2002 Â£ Â£ Â£ Â£ Fixed assets Investments 34,435,175 35,312,171 Current assets Debtors and prepayments 626,721 772,038 Cash at bank 2,432,997 1,651,415 ------------- ------------- 3,059,718 2,423,453 Creditors: amounts falling due within one year (742,444) (383,609) -------------- -------------- Net current assets 2,317,274 2,039,844 -------------- -------------- Net assets 36,752,449 37,352,015 -------------- -------------- Capital and reserves Called up share capital 463,396 463,396 Share premium account - 31,426,784 Cancelled share premium account 36,800,938 5,557,861 Revaluation reserve (869,943) (426,877) Profit and loss account 358,058 330,851 -------------- -------------- Equity shareholders' funds 36,752,449 37,352,015 -------------- -------------- Net asset value per share of 1 pence each: Ordinary Shares 96.48p 97.93p 'C' Shares 72.51p 73.74p CASHFLOW STATEMENT for the 3 month period ended 31 December 2002 3 month period ended 31 Year ended 30 September 2002 December 2002 Â£ Â£ Â£ Â£ Operating activities Dividends received 189,838 75,000 Deposit and similar interest received 473,349 1,380,871 Other cash receipts 35,704 66,960 Investment management fees paid (227,205) (931,111) Other cash payments (74,901) (472,142) -------------- -------------- Net cash inflow from operating activities 396,785 119,578 Taxation Corporation tax paid (7,963) - Financial Investment Purchase of fixed income investments - (10,982,547) Purchase of other investments (2,095,617) (6,020,248) Sale of fixed income investments 2,445,307 12,858,700 Sale of other investments 42,800 10,331 -------------- ------------ Net cash inflow/(outflow) from investing 392,490 (4,133,764) activities Equity dividends Equity dividends paid - (1,166,532) --------------- ---------------- Net cash inflow/(outflow) before 781,582 (5,180,718) financing Financing Issue of shares (net of expenses) - 29,000 Purchase of own shares - (295,147) -------------- -------------- - (266,147) -------------- -------------- Net increase/(decrease) in cash 781,582 (5,446,865) -------------- -------------- The Company holds gilts and bonds primarily as investments and not as liquid resources. Accordingly, movements in the holdings of these investments are shown within investing activities in the Cashflow Statements rather than within management of liquid resources. Notes 1 Earnings and return per share Total earnings after taxation for the period were Â£202,190 (30 September 2002: Â£43,767) comprising a profit on the Ordinary Shares fund after taxation of Â£160,074 (30 September 2002: loss of Â£181,688) and a profit after taxation on the 'C' Shares fund of Â£42,116 (30 September 2002: Â£225,455). The basic earnings per Ordinary Share is based on the net profit from ordinary activities and on 13,148,403 (30 September 2002: 13,287,221) Ordinary Shares, being the weighted average number of Ordinary Shares in issue during the period. There is no difference between the basic earnings per share and diluted earnings per share as the Ordinary Warrants are not considered to be dilutive. The basic earnings per 'C' Share is based on the net profit from 'C' Shares fund activities and on 33,191,219 (30 September 2002: 33,305,529) 'C' Shares, being the weighted average number of 'C' Shares in issue during the period. There is no difference between the basic earnings per share and diluted earnings per share as the 'C' Warrants are not considered to be dilutive. The revenue return per Ordinary Share is based on the net revenue from Ordinary Share fund activities after taxation of Â£205,189 (30 September 2002: loss of Â£29,838) and on 13,148,403 (30 September 2002: 13,287,221) Ordinary Shares, being the weighted average number of Ordinary Shares in issue during the period. The revenue return per 'C' Share is based on the net revenue from 'C' Shares fund activities after taxation of Â£131,668 (30 September 2002: Â£679,594) and on 33,191,219 (30 September 2002: 33,305,529) 'C' Shares, being the weighted average number of 'C' Shares in issue during the period. The capital return per Ordinary Share is based on the net realised capital losses of Â£45,115 (30 September 2002: Â£151,850), on net unrealised capital losses of Â£286,386 (30 September 2002: gain of Â£371,773) on the Ordinary Shares fund and on 13,148,403 (30 September 2002: Â£13,287,221) Ordinary Shares. The capital return per 'C' Share is based on the net realised capital losses of Â£89,552 (30 September 2002: Â£454,139), on net unrealised capital gains of Â£201,920 (30 September 2002: Â£1,794,749) on the 'C' Shares fund and on 33,191,219 (30 September 2002: 33,305,529) 'C' Shares. 2 Net asset value per Ordinary Share Net asset value per Ordinary Share is based on net assets of the Ordinary Shares fund at the period end, and on 13,148,403 (30 September 2002: 13,148,403) Ordinary Shares, being the number of Ordinary Shares in issue on that date. Net asset value per 'C' Ordinary Share is based on net assets of the 'C' Shares fund at the period end, and on 33,191,219 (30 September 2002: 33,191,219) 'C' Shares, being the number of 'C' Shares in issue on that date. 3 The financial information set out in these statements does not constitute the Company's statutory accounts for the 3 month period ended 31 December 2002 or the year ended 30 September 2002 but is derived from those accounts. Statutory accounts for the year ended 30 September 2002 have been delivered to the Registrar of Companies and those for the three month period ended 31 December 2002 will be delivered following the Extraordinary General Meeting. The auditors have reported on those accounts: their reports were unqualified and did not contain statements under Section 237 (2) or (3) of the Companies Act 1985. 4 The Annual Report will be circulated by post to all shareholders shortly and copies will be available thereafter to members of the public from the Company's registered office at St Philips House, St Philips Place, Birmingham B3 2PP. 5 The Extraordinary General Meeting will be held at 10.00am on 10 June 2003 at Mallory Court Hotel, Harbury Lane, Bishops Tachbrook, Leamington Spa, Warwickshire CV233 9QB. This information is provided by RNS The company news service from the London Stock Exchange

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