Final Results

Foresight VCT PLC 29 April 2008 FORESIGHT VCT PLC PRELIMINARY ANNOUNCEMENT OF RESULTS Summary • Net asset value per new Ordinary Share as at 31 December 2007 was 60.5p (compared to 81.4p as at 16 January 2007, the date of the merger of the Ordinary and C Share funds); • 5.0p per share dividend paid on 7 March 2008; • Proceeds of £6,263,784 realised from the sale of Covion Holdings (£4,407,671), SmartFOCUS Group (£1,666,667), Rapide Communication (£88,860), Telecom Plus (£20,945) and Mirada plc (£8,500) (formerly YooMedia plc). Proceeds of £71,141 were also received from companies in administration; • 1.6 million of new share capital was raised during the year under review; • The Company made a follow-on investment of £375,000 into High Integrity Solutions, £431,000 in Oxonica plc, £394,000 into Sarantel Group, £78,000 into Oled-T, £15,000 into AlwayON and £325,000 into Trilogy Communications; • Following the year end a further £1,185,800 was realised through the sale of the remaining holding in Telecom Plus. Portfolio Review During the latter half of the year under review, stock markets experienced extreme volatility primarily as a result of difficulties in the US Sub-prime mortgage market and in the UK as a result of the problems surrounding the lending activities of Northern Rock. Whilst this market turmoil has not directly affected the unquoted holdings within our investments, several AIM quoted holdings have suffered as a result of the general market malaise. Against this background your Company's net asset value has fallen to 60.5p per share from 81.4p per share (equivalent) a year earlier. Among the Company's quoted holdings, Oxonica, Sarantel and ANT have disappointed. After suffering a contract setback for its fuel additive, Envirox, during the first half of 2007 which significantly impacted its share price, Oxonica recently reported performance validation for this additive and significant commercial progress in mainland Europe and Russia. More recently in December Oxonica announced that it had raised in excess of £4 million through a share placing to existing shareholders. New contract wins in the biodiagnostics and security divisions also helped sales. Despite several new design wins by Sarantel during the period, revenues for the year ended 30 September 2007 fell to £2.0 million (2006: £4.0 million). Revenues have remained depressed due to the slower than expected development in the hand-held GPS market, which affects the take-up of the company's second generation GPS antenna. The company raised £2.1 million in July 2007 and a further £3.4 million in April 2008 from existing and new shareholders but disappointing trading has seen the share price fall further in recent months to 4.0p at the time of writing. ANT recently announced that its performance in the second half of its financial year was much improved and the company was seeing good growth in unit shipments demonstrating uptake from digital media subscribers. Although this trend was expected to continue in 2008, the rollout of IPTV across its customer base did not accelerate as quickly as anticipated resulting in a significant fall in its share price during the year. On the other hand, SmartFOCUS increased revenues by 32% to £5.0 million in the first six months of 2007 and expects continued growth in demand as evidenced by the encouraging number and quality of projects in its pipeline. As a result of this progress Foresight Group took the opportunity to realise £1,000,000 (compared to a cost of £265,000) from a partial disposal of shares. Despite the fall in several of the quoted and unquoted holdings your manager has, where possible, taken advantage of liquidity opportunities both through trade sales and the sale of quoted holdings when underlying market conditions permitted these transactions at acceptable prices. The most notable success during the year was the sale of Covion Holdings ('Covion'). Foresight VCT invested £1,000,000 in the management buyout of Covion in May 2005 and in the period since the investment was made, Covion had grown its turnover from £10 million per annum to an annualised run rate in excess of £30 million. On 17 October 2007 Covion was sold to Balfour Beatty for total proceeds of £33 million, of which Foresight VCT received in excess of £4 million, over four times its original investment of £1 million. Within the unquoted investments there were several other positive developments: Actimax made encouraging progress and improved profitability; Datapoint continued to make progress and Skillsmarket successfully raised further capital to fund expansion. Actimax achieved 15% sales growth to £5.8 million in the year to 31 December 2007 with the operating profits increasing to £180,000. The company has continued to win new orders in the current year and is optimistic about its full year prospects. Datapoint has recently secured several new managed service customers and the pipelines for both managed services and projects remain strong. Revenues and profits are substantially ahead of 2007 and there is optimism that the prospects and potential for future growth remain strong. Skillsmarket successfully raised £2.8 million in June 2007 to fund its ongoing activities. Although still loss making, the company is starting to achieve sales traction in its core markets. Disappointingly, High Integrity Solutions was placed into administration after the period end as a result of losing a major contract with BAE Systems. During the period the Company made follow-on investments of £375,000 in High Integrity Solutions Limited, £325,000 in Trilogy Communications Limited, £431,000 into Oxonica plc. £394,000 into Sarantel Group plc, £78,000 into Oled-T and £15,000 into AlwaysON. Trilogy Communications raised a further £1.5 million from existing investors as it seeks to develop products for the defence and homeland security markets. AlwaysON has recently enjoyed several contract wins for its VOIP services to small and medium sized enterprises and is optimistic about converting several pilot schemes into firm orders over the coming months. Realisations Unquoted As previously noted, Covion was sold in October for proceeds of £4,407,671, compared to an original cost of £1,000,000. In addition, a further £88,860 from the sale of the remaining holding in Rapide Communication (formerly Wire-e) was realised from a sale to management. Quoted A partial sale of SmartFOCUS was made in July 2007, realising proceeds of £1,000,000 compared to an original cost of £264,583. Foresight VCT also received £666,667 following the redemption of the loan stock in SmartFOCUS. In addition there were small realisations of £8,500 from a partial sale in Mirada plc (formerly YooMedia plc) and £20,945 from a partial sale in Telecom Plus plc. Following the year end, the remaining holding in Telecom plus plc was sold on 7 January for gross proceeds of £1,185,800 representing a return in excess of five times the original cost of £233,259. Results The results for the year from 1 January 2007 to 31 December 2007 are set out below. The net asset value per new Ordinary Share as at 31 December 2007 was 60.5p (31 December 2006: 81.4p, equivalent) largely resulting from falls in the value of Oxonica and Sarantel and the provision against the entire investment in High Integrity Solutions. The total return (after tax) attributable to new Ordinary Shareholders was a loss of 19.92p (31 December 2006: N/A). Due to the merger of the Ordinary Shares fund and C Shares fund on 16 January 2007, comparative figures to 31 December 2006 are not applicable. The net asset value per new Ordinary Share immediately following the merger on 16 January was 81.4p. Dividend The Company's dividend policy is to aim to distribute a steady flow of dividends from income and realised capital gains to shareholders. As a result of recent successful portfolio company realisations, the Board paid an interim dividend of 5.0p per new ordinary shares on 7 March 2008 for the year ended 31 December 2007. Valuation Policy Investments held by the Company have been valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines (IPEVC) developed by the British Venture Capital Association and other organisations, 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 Markets are valued at the bid price as at 31 December 2007. The portfolio valuations are prepared by Foresight Group and are subject to approval by the Board. Share Issues and Share Buybacks In April 2007 the top-up offer was closed, fully subscribed, raising gross proceeds of approximately £1.6 million from the issue of 1,974,248 New Ordinary Shares. The Dividend Investment Scheme raised approximately £37,000 in aggregate following the issue of 45,663 New Ordinary Shares as a result of the 2p per share dividend paid in January 2007. Both of the above share issues were under the new VCT provisions that commenced on 6 April 2006, namely: 30% upfront income tax relief which can be retained by qualifying investors if the shares are held for the minimum five year holding period. As part of the Company's active buyback programme, 3,150,000 Ordinary Shares were purchased for cancellation at a cost of £1,938,938. Investment Adviser - Change of Name The investment adviser changed its name from Foresight Venture Partners to Foresight Group on 1 October 2007. Directorate Change The Board would like to take this opportunity to thank Dr Nigel Horne, who was a founder Director of Foresight VCT, for his dedicated service and contribution to the Company since its launch in 1997. Nigel resigned from the Board, due to family reasons, on 9 January 2008 and we shall miss his sound advice and expertise in the technology area. Annual General Meeting The Company's Annual General Meeting will take place on 20 May 2008. I look forward to welcoming you to the meeting, which will be held in London. 1 Outlook There has been no significant fallout from the current credit crunch on the levels of merger and acquisition activity at the smaller end of the market in which Foresight VCT operates and of which the sale of Covion is an example. Your manager will continue to pursue potential realisations from within the portfolio. The market in which Foresight VCT operates continues to be encouraging in terms of potential new investment opportunities, as evidenced by the current deal flow being reviewed by Foresight Group. Foresight VCT will have access to this deal flow of new opportunities as it invests new funds raised as well as reinvesting some of the proceeds from successful realisations. Peter Dicks Chairman Profit and Loss Account For the year ended 31 December 2007 31 December 2007 31 December 2006 Revenue Capital Total Revenue Capital Total £ £ £ £ £ £ Unrealised losses on - (10,176,424) (10,176,424) - (3,353,701) (3,353,701) investments Gains on realisation - 1,855,600 1,855,600 - 218,789 218,789 of investments Income 526,695 - 526,695 497,635 - 497,635 Investment management (208,477) (625,430) (833,907) (250,403) (751,208) (1,001,611) fees Other expenses (382,319) - (382,319) (501,885) - (501,885) (Loss) before (64,101) (8,946,254) (9,010,355) (254,653) (3,886,120) (4,140,773) taxation Taxation - - - (477) 477 - (Loss) for the year (64,101) (8,946,254) (9,010,355) (255,130) (3,885,643) (4,140,773) Earnings per share: New Ordinary Shares (0.14)p (19.78)p (19.92)p - - - Ordinary Shares - - - 0.06p (3.23)p (3.17)p 'C' Shares - - - (0.75)p (9.63)p (10.38)p All items in the above statement derive from continuing operations. The total column represents the Company's profit and loss account. The supplementary revenue and capital columns are presented for information purposes as recommended by the guidance note issued by the Association of Investment Companies. There are no other recognised gains and losses in the year. Balance Sheet as at 31 December 2007 31 December 2007 31 December 2006 £ £ £ £ Non-Current Assets Assets held at fair value through 20,775,787 33,560,030 profit or loss - Investments Current Assets Debtors and prepayments 782,314 871,954 Current investments 5,219,908 2,593,769 Cash at bank 41,100 34,092 6,043,322 3,499,815 Creditors: amounts falling due (180,653) (402,614) within one year Net current assets 5,862,669 3,097,201 Net assets 26,638,456 36,657,231 Capital and reserves Called up share capital 440,230 497,674 Share premium account 8,626,161 7,014,309 Special distributable reserve 19,618,862 23,785,791 (7,342,501) 3,296,391 Revaluation reserve Profit & loss account 5,295,704 2,063,066 Equity shareholders' funds 26,638,456 36,657,231 Net asset value per share of 1 pence each: New Ordinary Shares 60.51p - Ordinary Shares - 55.25p 'C' Shares - 81.44p Cash Flow Statement for the year ended 31 December 2007 31 December 2007 31 December 2006 £ £ £ £ Operating activities Dividends received 50,080 6,260 Deposit and similar interest 438,216 477,037 Other cash receipts 7,360 7,360 Investment management fees paid (865,902) (717,786) Other cash payments (613,918) (494,578) Net cash outflow from operating activities (984,164) (721,707) Investing activities Purchase of non-current investments (1,618,094) (400,000) Sale of non-current investments 6,143,624 1,927,742 Net cash inflow from investing activities 4,525,530 1,527,742 Net cash inflow before financing and liquid 3,541,366 806,035 resource management Management of liquid resources (Increase)/decrease in current investments (2,626,139) 155,401 Financing Purchase of own shares (1,838,737) (1,027,667) Issue of shares (net of expenses) 1,632,051 13,921 Equity dividends paid (701,533) (75,521) (908,219) (1,089,267) Net increase/(decrease) in cash 7,008 (127,831) Reconciliation of Movements in Shareholders' Funds for the year ended 31 December 2007 Year to 31 December Year to 31 December 2007 2006 £ £ Opening shareholders' funds 36,657,231 41,795,683 Net share capital (bought back)/subscribed for in the year (306,887) (922,158) Loss for the year (9,010,355) (4,140,773) Dividend paid in the year (701,533) (75,521) Closing Shareholders' funds at 31 December 2007 26,638,456 36,657,231 Notes to the Financial Statements 1. All revenue and capital items in the income statement derive from continuing operations. 2. In accordance with the policy statement published under 'Management and Administration' in the Company's prospectuses dated 1 October 1997 and 14 October 1999, the Directors have charged 75% of the investment management expenses to the capital reserve. 3. The Company paid an interim dividend of 5.0p per New Ordinary Share for the year ended 31 December 2007 on 7 March 2008 (2006: Ordinary Share £nil, 'C' Share 2.0p). . The Board is not recommending a final dividend for the year ended 31 December 2007. 4. The Company revoked its status as an investment company in March 2000, so that it can regard capital reserves as profits of the Company available for distribution. The Company has not reapplied and does not intend to re-apply for investment company status. 5. The current investments predominantly represent the balance of the net proceeds from the issues of Ordinary Shares and 'C' Shares. These funds are invested in several Dublin based OEIC money market funds managed by Blackrock Inc., Royal Bank of Scotland plc and HBOS plc. 6. Basic net asset value per Ordinary Share is based on net assets of £26,638,456 (2006: Ordinary Fund net assets £8,171,766 and C Fund net assets £28,485,465) of the New Ordinary Share fund at the year end, and on 44,023,031 (2006: Ordinary Shares 14,791,348 and C Shares 34,976,091) New Ordinary Shares, being the number of New Ordinary Shares in issue on that date. As Ordinary Share warrants have lapsed, there is no difference between the basic net asset value per New Ordinary Share and the diluted net asset value per New Ordinary Share at 31 December 2007 and as at 31 December 2006. 7. Total earnings after taxation for the year were a loss of £9,010,355 (2006: loss of £4,140,773 comprising a loss on the Ordinary Shares fund after taxation of £473,972 and a loss after taxation on the 'C' Shares fund of £3,666,801). The basic earnings per New Ordinary Share is based on the net loss from ordinary activities and on 45,227,061 being the weighted number of New Ordinary Shares in issue during the year (2006: 14,913,380 Ordinary Shares, and 35,337,543 'C' Shares being the weighted average number in issue during the year). As Ordinary Share warrants have lapsed, there is no difference between the basic earnings per New Ordinary Share and the diluted earnings per New Ordinary Share at 31 December 2007 and as at 31 December 2006. The revenue return per New Ordinary Share is based on the net deficit after taxation of £64,101 (2006: Ordinary Share net revenue after taxation of £8,291 and 'C' Share net deficit after taxation of £263,421) and on 45,227,061 being the weighted number of New Ordinary Shares in issue during the year (2006: 14,913,380 Ordinary Shares, and 35,337,543 'C' Shares being the weighted average number in issue during the year). The capital return per New Ordinary Share is based on the net realised capital gains of £1,855,600 (2006: Ordinary Share net realised capital gains of £8,903 and 'C' Share net realised capital gains of £209,886), net unrealised capital losses of £10,176,424 (2006: Ordinary Share net realised capital losses of £339,339 and 'C' Share net realised capital losses of £3,014,362) and capitalised management fees less associated tax relief of £625,430 (2006: Ordinary Shares £151,827, and 'C' Shares of £598,904). The capital return per New Ordinary Share is also based on 45,227,061 being the weighted number of New Ordinary Shares in issue during the year (2006: 14,913,380 Ordinary Shares, and 35,337,543 'C' Shares being the weighted average number in issue during the year). 8. The financial information set out in these statements does not constitute the Company's statutory accounts for the year ended 31 December 2007 but is derived from those accounts and is prepared on the same basis as set out in the previous year's annual accounts. Statutory accounts for the year ended 31 December 2006 have been delivered to the Registrar of Companies. Statutory accounts for the year ended 31st December 2007 including an unqualified audit report and containing no statements under S237(2) or (3) of the Companies Act 1985 will be delivered to the Registrar of Companies in due course. 9. 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 ECA Court, 24-26 South Park, Sevenoaks, Kent TN13 1DU. 10. The Annual General Meeting will be held at 12.30pm on 20 May 2008 at 35 New Bridge Street, London, EC4V 6BW. 11. Movement in Reserves for the year ended 31 December 2007 Called up Share Special Revaluation share premium distributable Profit & loss account capital account reserve reserve reserve Total £ £ £ £ £ £ At 1 January 2007 497,674 7,014,309 23,785,791 3,296,391 2,063,066 36,657,231 Issued share capital 20,199 1,611,852 - - - 1,632,051 Deferred shares written off (46,143) - 46,143 - - - Own shares purchased during the year (31,500) - (1,907,438) - - (1,938,938) Write off to special reserve - - (2,305,634) - 2,305,634 - Realisation of previously unrealised - - - (462,468) 462,468 - appreciation Dividend paid - - - - (701,533) (701,533) Loss for the year - - - (10,176,424) 1,166,069 (9,010,355) At 31 December 2007 440,230 8,626,161 19,618,862 (7,342,501) 5,295,704 26,638,456 This information is provided by RNS The company news service from the London Stock Exchange
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