Final Results

Elderstreet Downing VCT PLC 30 April 2001 ELDERSTREET DOWNING VCT PLC PRELIMINARY ANNOUNCEMENT OF RESULTS FOR THE YEAR ENDED 31 DECEMBER 2000 FINANCIAL HIGHLIGHTS 2000 pence Net asset value per share 101.5 Total dividends per ordinary share 12.0 Net assets £15.3 million The statement to shareholders by the Chairman, David Brock, includes the following comments: Introduction I am pleased to present the Company's Report and Accounts for the year ended 31 December 2000. As a result of the Company revoking its investment company status in order to pay a capital distribution, the financial statements now include a Profit and Loss Account, replacing the Statement of Total Return. To aid your understanding of this year's results, an unaudited Statement of Total Return is presented. I am naturally disappointed that net assets per share have fallen from 125.1p at the beginning of the year to 101.5p. It should however be noted that 12p per share of this fall is accounted for by dividends paid and proposed as discussed below. It is also worth noting that an 11p per share fall is attributable to one investment, Systems Union Group plc (formerly Freecom.net plc). Systems Union Group plc overall was a good investment for your VCT producing proceeds of £1.6m from an original investment of £250,000 but in last year's accounts it was valued at £3.2m (after taking account of £12,000 of the original investment that was disposed during 1999), utilising its then mid-market price and therefore in this year it has produced a decline in value of £1.6m. Incidentally if the whole stake had been retained rather than sold it would today be worth just £714,000. Venture capital investments At the end of the financial year the Company had a portfolio consisting of investments in thirty-seven companies with a cost of £12.5 million. The portfolio has been affected by the change in sentiment towards the internet and technology sector, which has meant that several investee companies failed to raise additional funding and have subsequently gone into liquidation. However, I am pleased to note the substantial progress made by many of the other investee companies and I would like to highlight three such companies. Software for Sport plc (formerly Computer Software Limited) successfully floated on AIM at a price well in excess of the cost price. Topnotch Health Clubs plc, likewise, floated on AIM raising £10 million and is now running 16 clubs compared to four when the Company invested in January 1999. European Telecommunications & Technology Plc closed a second round of finance at nearly six times the original capitalisation. A summary of the disposals during the year are as follows: Cost Proceeds Profit/(Loss) £'000 £'000 £'000 Baron Corporation Plc 25 50 25 BsoftB Plc 250 295 45 Honeysuckle Plc 150 624 474 Honeycombe Leisure Limited 254 466 212 Maclellan Group Plc 228 315 87 Netstore Plc 50 31 (19) Systems Union Group Plc (formerly Freecom.net 238 1,606 1,368 plc) Visua Limited 500 785 285 1,695 4,172 2,477 As at 31 December 1999 the above investments had been revalued upwards by a total of £3,515,000. Consequently a realised loss for the year on venture capital investments of £1,038,000 is included within the Profit and Loss account Qualifying investments now represent 78% of total investments (including cash) thereby exceeding the Venture Capital Trust qualifying criteria of a minimum of 70%. Listed fixed income investments The listed fixed income investments have been, and continue to be, managed by Cazenove Fund Management Limited. After taking into account of disposals during the year, the fixed interest portfolio increased in value by £19,000 during the year arising as a result of the stabilisation in interest rates and bond prices. Results and dividend Gross income for the year was £711,000 (1999 - £837,000). Loss on ordinary activities after taxation was £3,790,000 (1999 profit (as restated) - £492,000) and net assets per share were 101.5p (1999 - 125.1p). Had the company not changed its status, the net revenue after taxation would have been £317,000 (1999 -£406,000). An interim dividend of 10p per share net was paid during the year. Your Board is proposing to pay a final dividend of 2p per share on 19 June 2001 to shareholders on the register at 18 May 2001. Cancellation of share premium account On 1 November 2000, following shareholder approval given at the EGM held on 4 October 2000, the Company cancelled the Share Premium account and created a distributable Special Reserve. Share repurchase The Board is conscious that the Company's share price is affected by the illiquidity of its shares in the market, resulting from the requirement that shareholders must retain their shares at least five years in order to retain their tax benefits. In line with accepted practice with VCTs, the Company has a policy of purchasing its own shares. Details of such purchases during the year are given in the Report of the Directors. A Special Resolution to continue with this policy is proposed for the forthcoming AGM. Annual General Meeting The fourth Annual General Meeting of the Company will be held at 32 Bedford Row, London WC1R 4HE at 11:30 am on 14 June 2001. Notice of the meeting is at the end of this document. Two items of Special Business are proposed as Special Resolutions in the Notice of Meeting: (1) to authorise the Directors to allot shares other than pro-rata to existing shareholders; and (2) to renew the Company's authority to purchase up to 1,511,600 ordinary shares in the market, representing approximately 10% of the current issued ordinary share capital. Publication of share price The Company's share price continues to be quoted in the Financial Times on a daily basis in the 'Investment Companies' sector. Outlook The Company has continued to perform well against a background of difficult market conditions. Now that the Company has revoked its investment company status, returns to shareholders will mainly arise as a result of gains on the disposal of investments. The VCT remains virtually fully invested but as an 'evergreen' investment trust will re-invest as and when realisations occur, albeit it will continue to distribute capital profits as appropriate. PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2000 Year ended Year ended 31 December 31 December 2000 1999 (as restated) £'000 £'000 Investment income 711 837 Investment management fees (288) (236) Other expenses (248) (217) Operating profit 175 384 Provision for permanent diminution of (2,896) - investments (Loss)/ profit on realisation of investments (1,038) 209 (Loss)/ profit on ordinary activities before (3,759) 593 taxation Tax on ordinary activities (31) (101) (Loss)/ profit on ordinary activities after (3,790) 492 taxation Dividends (1,816) (379) Retained (loss)/ profit for the year (5,606) 113 Earnings per share (25.0)p 3.2p Earnings per share is based on the loss on ordinary activities after taxation, but before deduction of dividends, of £3,790,000 (1999 profit (as restated) - £492,000) in respect of 15.13 million ordinary shares (1999 - 15.15 million), being the weighted average number of ordinary shares in issue during the year. STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES FOR THE YEAR ENDED 31 DECEMBER 2000 Year ended Year ended 31 December 31 December 2000 1999 £'000 £'000 (Loss)/ profit on ordinary activities after (3,790) 492 taxation Provision for permanent diminution of investments 2,896 - Unrealised (losses)/ gains on revaluation of (861) 4,488 investments Total recognised gains and losses for the year (1,755) 4,980 Recognised gains brought forward 5,300 320 Recognised gains carried forward 3,545 5,300 NOTE OF HISTORICAL COST PROFITS AND LOSSES FOR THE YEAR ENDED 31 DECEMBER 2000 Year ended Year ended 31 December 31 December 2000 1999 £'000 £'000 (Loss)/ profit on ordinary activities after (3,790) 492 taxation Provision for permanent diminution of investments 2,896 - Realisation of revaluation gains/ (losses) from 3,503 (24) previous years Historical cost profit on ordinary activities after 2,609 468 taxation Dividends (1,816) (379) Retained historical cost profit for the year 793 89 Historical cost profits brought forward 30 (59) Historical cost profits carried forward 823 30 BALANCE SHEET AT 31 DECEMBER 2000 31 December 31 December 2000 1999 (as restated) £'000 £'000 £'000 £'000 Fixed Assets Venture capital investments 12,688 15,185 Listed fixed income investments 1,450 2,355 14,138 17,540 Current Assets Debtors 759 331 Cash at bank and in hand 814 1,249 1,573 1,580 Creditors: amounts falling due within one year (367) (185) Net current assets 1,206 1,395 Net assets 15,344 18,935 Capital and reserves Called up share capital 755 756 Share premium account - 13,636 Capital redemption reserve 2 1 Revaluation reserve 3,057 4,527 Special reserve 11,530 - Profit and loss account - 15 Equity shareholders' funds 15,344 18,935 Net asset value per share 101.5p 125.1p Net asset value per ordinary share is based on net assets at the year-end, and on 15.12 million ordinary shares (1999 - 15.14 million), being the number of ordinary shares in issue at the year-end. CASHFLOW STATEMENT FOR YEAR ENDED 31 DECEMBER 2000 Year ended Year ended 31 December 31 December 2000 1999 £'000 £'000 £'000 £'000 Net cash (outflow)/inflow from operating (11) 335 activities Taxation - advance corporation tax paid - (63) Investing activities Purchase of listed fixed income (598) (1,354) securities Purchase of venture capital investments (5,904) (8,685) (6,502) (10,039) Sale of fixed income securities 1,538 6,499 Sale of venture capital investments 6,225 472 Net cash inflow/(outflow) from investing 1,261 (3,068) activities Equity dividends paid (1,665) (470) Net cash outflow before financing (415) (3,266) Financing Purchase of own shares (20) (14) Net cash (outflow) from financing (20) (14) Decrease in cash (435) (3,280) Reconciliation of net cash flow to 2000 1999 movement in net funds £'000 £'000 Decrease in cash during the year (435) (3,280) Net funds at 1 January 2000 1,249 4,529 Net funds at 31 December 2000 814 1,249 PRO-FORMA STATEMENT OF TOTAL RETURN FOR YEAR ENDED 31 DECEMBER 2000 A pro forma statement of total return in the form set out in the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies' is shown below for the information of the shareholders. Year ended Year ended 31 December 31 December 2000 1999 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 (Losses)/ gains on - (1,899) (1,899) - 4,697 4,697 investments Income 711 - 711 837 - 837 Investment (72) (216) (288) (59) (177) (236) management fees Other expenses (248) - (248) (217) - (217) Return on ordinary 391 (2,115) (1,724) 561 4,520 5,081 activities before tax Tax on ordinary (74) 43 (31) (155) 54 (101) activities Return attributable 317 (2,072) (1,755) 406 4,574 4,980 to equity shareholders Dividends in respect (302) (1,514) (1,816) (379) - (379) of equity shareholders Transfer to/ (from) 15 (3,586) (3,571) 27 4,574 4,601 reserves Return per ordinary 2.1p (13.7)p (11.6)p 2.7p 30.2p 32.9p share The financial information set out in the announcement does not constitute the Company's statutory accounts for the year ended 31 December 2000. The statutory accounts for the year ended 31 December 2000 will be finalised on the basis of the financial information presented by the directors in this preliminary announcement and will be delivered to the Registrar of Companies following the Company's Annual General Meeting. The financial information for the year ended 31 December 1999 is derived from the statutory accounts for that year which have been delivered to the Register of Companies. The auditors reported on those accounts; this report was unqualified and did not contain a statement under section 237(2) or (3) of the Companies Act 1985. A copy of the full annual report and financial statements for the year ended 31 December 2000 will be printed and posted to shareholders. Copies will also be available to the public at the registered office of the company at 69 Eccleston Square, London SW1V 1PJ.
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